þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
GEORGIA
(State or other jurisdiction of incorporation or organization) |
58-0869052
(I.R.S. Employer Identification No.) |
|
191 Peachtree Street, Suite 3600, Atlanta, Georgia
(Address of principal executive offices) |
30303-1740
(Zip Code) |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Class | Outstanding at August 6, 2009 | |
Common Stock, $1 par value per share | 52,293,704 shares |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share and per share amounts)
June 30,
December 31,
2009
2008
$
955,668
$
853,450
56,992
172,582
130,269
115,862
61,136
59,197
40,001
70,658
1,244,066
1,271,749
54,121
82,963
4,280
3,636
53,620
51,267
167,780
200,850
66,908
83,330
$
1,590,775
$
1,693,795
$
943,792
$
942,239
54,857
65,026
4,564
171,838
6,802
6,485
1,010,015
1,185,588
12,755
3,945
74,827
74,827
94,775
94,775
55,863
54,922
379,389
368,829
(86,840
)
(86,840
)
(13,089
)
(16,601
)
30,217
(23,189
)
535,142
466,723
32,863
37,539
568,005
504,262
$
1,590,775
$
1,693,795
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share amounts)
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS INVESTMENT
For the Six Months Ended June 30, 2009 and 2008
(Unaudited, in thousands)
Cumulative
Total
Undistributed
Stockholders
Nonredeemable
Accumulated
Net Income
Investment
Noncontrolling
Additional
Other
(Distributions in
Attributable to
Interests in
Preferred
Common
Paid-In
Treasury
Comprehensive
Excess of
Controlling
Consolidated
Total
Stock
Stock
Capital
Stock
Loss
Net Income)
Interest
Subsidiaries
Equity
$
169,602
$
54,922
$
368,829
$
(86,840
)
$
(16,601
)
$
(23,189
)
$
466,723
$
37,539
$
504,262
85,712
85,712
1,229
86,941
3,512
3,512
3,512
3,512
85,712
89,224
1,229
90,453
24
97
121
121
927
7,551
(8,551
)
(73
)
(73
)
(10
)
2,912
2,902
2,902
(5,905
)
(5,905
)
(180
)
(180
)
(180
)
(6,454
)
(6,454
)
(6,454
)
(17,121
)
(17,121
)
(17,121
)
$
169,602
$
55,863
$
379,389
$
(86,840
)
$
(13,089
)
$
30,217
$
535,142
$
32,863
$
568,005
Cumulative
Total
Undistributed
Stockholders
Nonredeemable
Accumulated
Net Income
Investment
Noncontrolling
Additional
Other
(Distributions in
Attributable to
Interests in
Preferred
Common
Paid-In
Treasury
Comprehensive
Excess of
Controlling
Consolidated
Total
Stock
Stock
Capital
Stock
Loss
Net Income)
Interest
Subsidiaries
Equity
$
200,000
$
54,851
$
348,508
$
(86,840
)
$
(4,302
)
$
42,604
$
554,821
$
38,419
$
593,240
12,375
12,375
1,138
13,513
323
323
323
323
12,375
12,698
1,138
13,836
57
911
968
968
6
(6
)
(8
)
2,045
2,037
2,037
(1,195
)
(1,195
)
(6,720
)
(6,720
)
154
(6,566
)
(7,625
)
(7,625
)
(7,625
)
(37,966
)
(37,966
)
(37,966
)
$
200,000
$
54,906
$
351,458
$
(86,840
)
$
(3,979
)
$
2,668
$
518,213
$
38,516
$
556,729
Table of Contents
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Table of Contents
June 30, 2009
(UNAUDITED)
Table of Contents
Table of Contents
Term/
Outstanding at
Amortization
June 30,
December 31,
Description
Interest Rate
Period (Years)
Maturity
2009
2008
LIBOR +
0.75% to 1.25%
4/N/A
8/29/11
$
398,000
$
311,000
Swapped rate of 5.01%
+ 0.70% to 1.20%
5/N/A
8/29/12
100,000
100,000
6.13%
5/N/A
10/1/12
180,000
180,000
6.4515%
5/30
9/1/17
136,000
136,000
5.60%
3/N/A
12/1/10
83,300
7.00%
10/25
11/1/11
27,701
28,102
8.27%
10/28
9/1/10
22,523
22,757
5.39%
5/30
6/1/12
25,000
25,000
5.66%
10/25
1/1/16
17,231
17,433
7.38%
10/30
8/10/11
12,651
12,762
5.89%
4/25
8/1/12
18,075
18,241
Prime + 0.5%
2/N/A
3/31/10
3,244
5.00%
3/N/A
6/5/12
3,150
9.00%
3/N/A
8/29/11
2,711
9.00%
3/N/A
6/26/09
2,047
9.00%
3/N/A
9/13/09
2,652
Various
Various
Various
217
234
$
943,792
$
942,239
Table of Contents
Floating Rate,
LIBOR-based
Term Facility
Borrowings
Total
$
11,869
$
4,732
$
16,601
(2,722
)
(790
)
(3,512
)
$
9,147
$
3,942
$
13,089
Three Months Ended June 30,
Six Months Ended June 30,
2009
2008
2009
2008
$
11,815
$
11,831
$
24,071
$
23,074
(1,255
)
(4,464
)
(3,081
)
(9,432
)
$
10,560
$
7,367
$
20,990
$
13,642
Table of Contents
Three months ended
Six months ended
June 30, 2008
June 30, 2008
Basic
Diluted
Basic
Diluted
51,187
52,040
51,167
51,842
(23
)
(14
)
135
135
134
134
929
944
929
941
52,251
53,096
52,230
52,903
Three Months Ended
Six Months Ended
June 30,
June 30,
2009
2008
2009
2008
52,278
52,251
52,278
52,230
845
673
52,278
53,096
52,278
52,903
6,295
2,443
6,287
2,456
Table of Contents
The risk-free interest rate utilized is the interest rate on U.S. Government Bonds
and Notes having the same life as the estimated life of the Companys option awards.
Expected life of the options granted is estimated based on historical data
reflecting actual hold periods plus an estimated hold period for unexercised options
outstanding.
Expected volatility is based on the historical volatility of the Companys stock
over a period relevant to the related stock option grant.
The assumed dividend yield is based on the Companys expectation of an annual
dividend rate for regular dividends at the time of grant.
Table of Contents
1.94
%
6 years
0.47
6.00
%
$
2.18
Number of
Weighted Average
Weighted-Average
Options
Exercise Price Per
Aggregate Intrinsic
Remaining
(in thousands)
Option
Value (in thousands)
Contractual Life
6,419
$
23.74
884
8.42
(140
)
26.14
7,163
$
21.80
$
125
5.5 years
5,472
$
22.48
$
14
4.6 years
Weighted-
Number of
Average
Shares
Grant Date
(in thousands)
Fair Value
56
$
24.35
(2
)
24.71
(10
)
24.29
44
$
24.35
314
267
(38
)
(6
)
537
Table of Contents
Companys
Total Assets
Total Debt
Total Equity
Investment
2009
2008
2009
2008
2009
2008
2009
2008
$
339,591
$
340,452
$
36,153
$
36,834
$
281,893
$
289,938
$
16,368
$
16,797
10,112
11,087
3,735
4,714
782
1,179
164,368
166,006
116,329
122,362
45,209
42,423
10,417
10,434
98,686
101,820
97,660
100,519
3,195
3,420
119,143
126,728
3,830
4,901
112,883
118,044
49,890
72,855
136,712
134,284
111,577
109,926
22,314
21,756
13,416
13,126
61,885
61,832
3,168
3,198
57,719
58,262
22,827
29,799
124,707
131,505
73,329
74,440
38,532
38,757
37,543
37,225
50,193
50,661
(14,230
)
(14,364
)
(5,870
)
(5,936
)
106,373
88,927
65,022
44,328
34,329
34,102
20,785
20,154
24,312
24,138
27,610
27,871
(4,054
)
(4,161
)
(3,501
)
(3,563
)
21,394
21,431
21,273
21,339
(1,613
)
(1,581
)
5,381
3,294
1,989
2,142
6,605
7,973
2,781
2,781
3,040
2,682
2,349
1,920
9,918
9,985
8,674
7,990
1,083
1,167
1,134
1
6
(6
)
651
658
649
659
203
213
$
1,262,001
$
1,269,438
$
425,337
$
414,146
$
736,826
$
753,509
$
167,780
$
200,850
Table of Contents
Companys Share of
Total Revenues
Net Income (Loss)
Net Income (Loss)
2009
2008
2009
2008
2009
2008
$
15,448
$
16,133
$
1,699
$
1,738
$
588
$
647
29
23,807
23
1,940
1
422
15,656
15,456
3,390
3,045
588
588
9,242
10,099
5,016
5,225
515
540
1,757
4,675
(4,974
)
5,406
(2,573
)
2,208
6,431
4,921
557
32
179
(24
)
1,198
2,290
(943
)
207
(472
)
104
6,238
114
2,714
105
1,330
53
5,621
5,699
934
837
466
418
144
266
(45
)
25
(22
)
13
3,646
3,621
307
232
161
123
1
(65
)
(86
)
(32
)
(43
)
(76
)
(60
)
(49
)
1,130
2,564
85
124
27
49
(153
)
(25
)
(76
)
4,448
(5
)
1,015
21
(68
)
(46
)
(31
)
7
$
66,540
$
94,115
$
8,472
$
19,698
$
589
$
5,056
Table of Contents
$
34,900
1,600
$
36,500
$
20,300
6,700
1,130
$
28,130
Table of Contents
Impairment
Project
Cost basis
recognized
Fair Value
$
74.9
$
34.9
$
40.0
9.8
1.6
8.2
100.8
28.1
72.7
2.6
2.6
$
188.1
$
67.2
$
120.9
June 30, 2009
December 31, 2008
$
9,376
$
9,376
5,701
5,845
13,234
14,408
11,133
16,302
12,746
13,903
4,082
5,231
4,070
2,641
8,897
5,450
5,450
636
734
480
543
$
66,908
$
83,330
Table of Contents
Six Months Ended June 30
2009
2008
$
21,986
$
12,104
498
410
7,410
1,357
5,159
677
3,700
11,510
3,512
323
180
6,566
5,342
1,570
114,509
206,253
2,327
5,694
5,050
3,150
8,551
Table of Contents
2009
2008
$
3,945
$
11,717
(119
)
(216
)
(18
)
(51
)
8,767
180
(106
)
$
12,755
$
11,344
Six Months Ended June 30,
2009
2008
$
85,712
$
12,375
1,229
1,138
(119
)
(216
)
$
86,822
$
13,297
fee income, salary reimbursements and expenses for joint venture properties that the
Company manages, develops and/or leases;
Table of Contents
compensation for employees, other than those in the Third Party Management segment;
general corporate overhead costs, interest expense for consolidated entities (as
financing decisions are made at the corporate level, with the exception of joint
venture interest expense, which is included in joint venture results);
income attributable to noncontrolling interests;
income taxes;
depreciation;
preferred dividends; and
operations of the Industrial properties, which are not material for separate
presentation.
Table of Contents
Third Party
Three Months Ended June 30, 2009 (in thousands)
Office
Retail
Land
Management
Multi-Family
Other
Total
$
15,233
$
6,334
$
$
$
$
369
$
21,936
285
4,961
2,926
8,172
1,126
925
2,051
188
909
188
1,285
12,498
12,498
(4,069
)
(11,935
)
(16,004
)
(10,560
)
(10,560
)
(938
)
(938
)
(4,432
)
(4,432
)
(36,500
)
(36,500
)
2,508
1,598
(3,064
)
(82
)
(15
)
945
(27,000
)
(1,130
)
(28,130
)
(698
)
(698
)
(11,293
)
(11,293
)
(3,227
)
(3,227
)
$
17,929
$
9,967
$
(28,854
)
$
892
$
(37,712
)
$
(27,117
)
$
(64,895
)
(16,603
)
185
$
(81,313
)
Third Party
Three Months Ended June 30, 2008 (in thousands)
Office
Retail
Land
Management
Multi-Family
Other
Total
$
16,049
$
5,539
$
$
$
$
362
$
21,950
4,491
3,311
7,802
618
3,400
398
748
5,164
(102
)
1,457
1,355
(4,054
)
(9,013
)
(13,067
)
(7,367
)
(7,367
)
(967
)
(967
)
(549
)
(549
)
1,189
1,343
1,320
(227
)
61
3,686
(251
)
(251
)
2,176
2,176
(3,812
)
(3,812
)
$
17,754
$
10,282
$
1,718
$
437
$
(227
)
$
(13,844
)
$
16,120
(13,265
)
56
$
2,911
Table of Contents
Third Party
Six Months Ended June 30, 2009 (in thousands)
Office
Retail
Land
Management
Multi-Family
Other
Total
$
28,937
$
12,464
$
$
$
$
724
$
42,125
285
9,900
6,031
16,216
1,804
1,161
113
3,078
190
1,266
815
2,271
12,498
12,498
(8,197
)
(21,797
)
(29,994
)
(20,990
)
(20,990
)
(1,906
)
(1,906
)
(5,978
)
(5,978
)
(36,500
)
(36,500
)
4,861
3,202
(3,022
)
(118
)
(38
)
4,885
(27,000
)
(1,130
)
(28,130
)
(1,110
)
(1,110
)
(7,352
)
(7,352
)
(6,454
)
(6,454
)
$
33,988
$
18,736
$
(28,576
)
$
1,703
$
(37,748
)
$
(45,444
)
$
(57,341
)
(30,839
)
167,438
$
79,258
Third Party
Six Months Ended June 30, 2008 (in thousands)
Office
Retail
Land
Management
Multi-Family
Other
Total
$
31,188
$
10,579
$
$
$
$
818
$
42,585
9,144
6,216
15,360
618
4,154
4,178
748
9,698
16
2,699
2,715
(8,109
)
(19,343
)
(27,452
)
(13,642
)
(13,642
)
(1,744
)
(1,744
)
(2,304
)
(2,304
)
2,377
2,642
2,333
423
94
7,869
(922
)
(922
)
5,393
5,393
(7,625
)
(7,625
)
$
34,199
$
17,375
$
6,511
$
1,035
$
423
$
(29,612
)
$
29,931
(25,293
)
112
$
4,750
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
Reconciliation to Revenues on Consolidated Income Statements
2009
2008
2009
2008
$
21,936
$
21,950
$
42,125
$
42,585
15,159
14,583
32,472
28,021
8,172
7,802
16,216
15,360
1,305
423
2,123
1,221
3,208
832
4,938
1,778
167
7
401
1,285
940
2,271
2,300
$
51,065
$
46,697
$
100,152
$
91,666
Table of Contents
Table of Contents
Executed a 50,000 square foot lease with Firethorn Holdings, LLC in Terminus 200, a
25-story office building under construction at the Companys Terminus development in Atlanta,
Georgia. Executed or renewed an additional 261,000 square feet of office leases.
Executed a 28,000 square foot lease with Bed, Bath & Beyond at the Avenue Carriage
Crossing, a 511,000 square foot retail center in Memphis, Tennessee. Executed or renewed an
additional 186,000 square feet of retail leases.
Executed 104,000 square feet of industrial leases.
In April 2009, repaid in full the $83.3 million mortgage note payable secured by the San
Jose MarketCenter for approximately $70 million and recognized a gain on extinguishment of
this debt of approximately $12.5 million.
Decrease of $1.0 million and $2.4 million in the three and six month 2009 periods,
respectively, related to 191 Peachtree Tower, where average economic occupancy decreased,
mainly due to the December 2008 expiration of the Wachovia lease;
Decrease of $655,000 and $398,000 in the three and six month periods, respectively,
from the American Cancer Society Center, where average economic occupancy decreased; and
Increase of $634,000 and $1.9 million in the three and six month 2009 periods,
respectively, from One Georgia Center, due to an increase in average economic occupancy.
Increase of $918,000 and $2.5 million in the three and six month 2009 periods,
respectively, related to increased average economic occupancy at The Avenue Forsyth,
which opened in April 2008;
Increase of $1.2 million and $2.4 million in the three and six month 2009 periods,
respectively, related to increased average economic occupancy at Tiffany Springs
MarketCenter, which opened in July 2008; and
Decrease of $502,000 and $514,000 in the three and six month 2009 periods,
respectively, at The Avenue Carriage Crossing where average economic occupancy decreased.
Table of Contents
Increase of $753,000 and $1.8 million in the three and six month 2009 periods,
respectively, related to the openings of The Avenue Forsyth and Tiffany Springs
MarketCenter;
Increase of $257,000 and $575,000 in the three and six month 2009 periods,
respectively, related to San Jose MarketCenter due to an increase in real estate taxes,
insurance and bad debt expense;
Increase of $124,000 and $226,000 in the three and six month 2009 periods,
respectively, due to increased economic occupancy at One Georgia Center;
Increase of $160,000 and $625,000 in the three and six month 2009 periods,
respectively, related to 191 Peachtree Tower, primarily due to increases in
non-recoverable tenant amenity expenses, marketing costs and bad debt expense; and
Decrease of $520,000 in the three month 2009 period primarily due to the reversal of
bad debt expense, which was recognized in the first quarter of 2009 at Terminus 100.
Rental property operating expenses increased $635,000 for the six month 2009 period due
partially to increased average economic occupancy in 2009 and partially to an adjustment
of prior year operating expenses recognized in the current year.
2009
2008
7
10
8
66
97
73
115
Table of Contents
Separation expense increased by $2.0 million and $2.1 million in the three and six
month 2009 periods, respectively, due to expense recognized for the lump sum payment and
for the modification of stock compensation awards related to the retirement of the
Companys former chief executive officer in the second quarter of 2009;
Reimbursements of salaries and benefits for reimbursed employees increased
approximately $418,000 in the six month 2009 period due to higher average projects under
management in 2009 compared to the same 2008 period.
General and administrative expense increased $983,000 and $70,000 in the three and six
month 2009 periods, respectively, compared to the same 2008 periods, due to a decrease of
approximately $2.7 million and $5.4 million in the three and six month periods,
respectively, of capitalized salaries and related benefits for personnel involved in the
development and leasing of certain projects, which increased general and administrative
expense. The increase was partially offset by a decrease in salaries and benefits for
employees of approximately $2.1 million and $5.1 million in the three and six month
periods, respectively. This decrease is based in part on a decrease in the number of
employees at the Company between the periods. The decrease is also due to a decrease in
stock-based compensation expense, a portion of which fluctuates with the Companys stock
price.
Increase of $1.7 million and $2.5 million between the three and six month periods,
respectively, related to higher depreciation of tenant assets associated with increases
in occupancy at Terminus 100 and One Georgia Center; and
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Increase of $1.1 million and $2.3 million between the three and six months periods,
respectively, from the openings of The Avenue Forsyth and Tiffany Springs MarketCenter.
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Decrease of $24.2 million and $25.1 million in the three and six month 2009 periods,
respectively, at CL Realty. CL Realty is a 50-50 joint venture which develops residential
lots in Texas, Georgia and Florida and holds tracts of undeveloped land to either develop
residential communities in the future and/or sell as tracts. The market for residential lots
and land tracts has declined in recent periods in these geographic regions. Due to the state
of the market for residential lots and the duration of the market decline, adjustments were
made to the sell-out period for certain projects. As a result, the Company analyzed its
investment in CL Realty in accordance with APB Opinion No. 18 and determined that the fair
value of its investment was less than its carrying amount. The Company determined the
impairment was other-than-temporary and recognized an impairment loss of $20.3 million on its
investment in CL Realty in the second quarter 2009. An analysis of impairment was also made
at the CL Realty venture level. In conjunction with that process, an impairment loss on one
residential project was recorded at the venture level, the Companys share of which was $2.6
million. Also contributing to the change in income from CL Realty was income recognized in
2008 from potential lot buyers forfeiting their deposits ($570,000), a gain from a land tract
sale at one of the ventures residential developments ($1.0 million) and revenue from two
mineral rights lease bonus payments ($1.0 million) in 2008 with no corresponding revenues in
2009.
Decrease of $7.2 million and $7.3 million in the three and six month 2009 periods,
respectively, at Temco. Temco is a 50-50 joint venture which develops residential lots in
Georgia and holds tracts of undeveloped land to either develop residential communities in the
future and/or sell as tracts. As described above, the markets for residential lots and land
tracts have declined. The Company also analyzed its investment in Temco in accordance with
APB No. 18 and determined the fair value of its investment was less than its carrying amount,
and that the impairment was other-than-temporary. As a result, the Company recorded an
impairment loss of $6.7 million on its investment in Temco in the second quarter 2009.
In June 2009, the Company also recorded an impairment of approximately $1.1 million in its
investment in Glenmore Garden Villas, LLC (Glenmore). Glenmore is a 50-50 joint venture
which was formed in order to develop a townhome project in Charlotte, North Carolina.
Development has been suspended on this project, and the future plans for the project are
uncertain. Based on current estimates, under APB No. 18, the Company determined that its
investment in Glenmore had an other-than-temporary decline and the investment was written down
to zero.
Increase in income of approximately $665,000 and $1.3 million in the three and six month
2009 periods, respectively, from Palisades West LLC, which developed and owns two office
buildings in Austin, Texas. Buildings 1 and 2 became partially operational in the fourth
quarter of 2008.
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Sale of undeveloped land at the Companys North Point Project ($745,000); and
The recognition of $167.2 million in deferred gain related to the 2006 venture
formation with Prudential. When the Company and Prudential formed the venture, the
Company contributed properties and Prudential contributed cash. The Company
accounted for the transaction as a sale in accordance with accounting rules, but
deferred the related gain because the consideration received was a partnership
interest as opposed to cash. In the 2009 period, the Company and Prudential made a
pro rata distribution of cash from the venture that caused the Company to recognize
all of the gain that was deferred in 2006.
Recognition of $7.8 million in gains on sales of undeveloped land at the
Companys North Point, Jefferson Mill and The Avenue Forsyth projects;
Gain on sale from the condemnation of land at the Cosmopolitan Center
($619,000); and
Gain on sale of the Companys airplane ($415,000).
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Three Months Ended
Six Months Ended
June 30,
June 30,
2009
2008
2009
2008
$
(81,313
)
$
2,911
$
79,258
$
4,750
15,381
12,611
28,437
23,876
174
348
2,174
1,473
4,332
2,864
(938
)
(961
)
(1,906
)
(1,731
)
(6
)
(13
)
(14
)
(26
)
(24
)
(51
)
(801
)
(5,212
)
(168,235
)
(9,004
)
(146
)
(146
)
16
(12
)
746
5,156
955
8,892
$
(64,895
)
$
16,120
$
(57,341
)
$
29,931
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Less than
After
Total
1 Year
1-3 Years
4-5 Years
5 years
$
498,217
$
217
$
398,000
$
100,000
$
445,575
5,590
92,167
201,046
146,772
164,290
43,692
70,661
23,231
26,706
15,113
95
198
208
14,612
6,530
2,907
3,181
233
209
$
1,129,925
$
52,501
$
564,207
$
324,718
$
188,299
$
4,200
$
4,200
$
$
$
5,149
4,447
702
44,473
24,592
19,158
723
17,661
17,661
$
71,483
$
50,900
$
19,860
$
723
$
(1)
Interest on variable rate obligations is based on rates effective as of June 30, 2009.
(2)
Development commitments include share of joint venture development commitments.
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Floating Rate,
LIBOR-based
Term Facility
Borrowings
Total
$
11,869
$
4,732
$
16,601
(2,722
)
(790
)
(3,512
)
$
9,147
$
3,942
$
13,089
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40
41
42
COMMON STOCK
TOTAL PURCHASES (1)
PURCHASES INSIDE PLAN
Total Number of Shares
Maximum Number of
Total Number of
Average Price Paid
Purchased as Part of
Shares That May Yet Be
Shares Purchased
per Share
Publicly Announced Plan (2)
Purchased Under Plan (2)
$
4,121,500
4,121,500
4,121,500
$
4,121,500
PREFERRED STOCK
TOTAL PURCHASES
PURCHASES INSIDE PLAN
Total Number of Shares
Maximum Number of
Total Number of
Average Price Paid
Purchased as Part of
Shares That May Yet Be
Shares Purchased
per Share
Publicly Announced Plan (3)
Purchased Under Plan (3)
$
6,784,090
6,784,090
6,784,090
$
6,784,090
(1)
The purchases of equity securities generally relate to shares remitted by employees as
payment for option exercises or income taxes due. There was no activity for the second
quarter of 2009.
(2)
On May 9, 2006, the Board of Directors of the Company authorized a stock repurchase plan of
up to 5,000,000 shares of the Companys common stock. On November 18, 2008, the expiration of
this plan was extended to May 9, 2011. The Company has purchased 878,500 common shares under
this plan, and no purchases occurred during the second quarter of 2009.
(3)
On November 10, 2008, the stock repurchase plan was also expanded to include authorization to
repurchase up to $20 million of Preferred Shares. This program was expanded on November 18,
2008, to include all 4,000,000 shares of both the Companys Series A and B Preferred stock.
The Company has purchased 1,215,910 preferred shares under this plan, and no purchases
occurred in the second quarter of 2009.
(i)
The election of nine Directors.
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The vote on the above was:
Withheld
For
Authority
47,243,003
1,408,293
48,086,624
564,672
47,173,588
1,477,708
48,124,998
526,298
48,114,538
536,758
48,054,041
597,255
48,118,560
532,736
48,095,763
555,533
42,463,611
6,338,569
(ii)
A proposal to approve the 2009 Incentive Stock Plan and the
related performance goals.
The vote on the above was:
31,685,026
7,944,854
803,161
8,436,337
(iii)
A proposal to ratify the appointment of Deloitte & Touche LLP
as the Companys independent registered public accounting firm for the fiscal
year ending December 31, 2009.
The vote on the above was:
48,279,391
334,100
37,808
218,079
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Restated and Amended Articles of Incorporation of the Registrant,
as amended August 9, 1999, filed as Exhibit 3.1 to the Registrants Form 10-Q
for the quarter ended June 30, 2002, and incorporated herein by reference.
Articles of Amendment to Restated and Amended Articles of
Incorporation of the Registrant, as amended December 15, 2004, filed as Exhibit
3(a)(i) to Registrants Form 10-K for the year ended December 31, 2004, and
incorporated herein by reference.
Bylaws of the Registrant, as amended and restated June 6, 2009,
filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on
June 8, 2009, and incorporated herein by reference.
Cousins Properties Incorporated 2009 Incentive Stock Plan, approved by the
Stockholders on May 12, 2009, filed as Annex B to the Registrants Proxy
Statement dated April 8, 2009.
Form of Amendment Number One to Change in Control Severance Agreement,
filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on
May 18, 2009, and incorporated herein by reference.
Amendment Number Six to the Cousins Properties Incorporated 2005
Restricted Stock Unit Plan, filed as Exhibit 10.3 to the Registrants Current
Report on Form 8-K filed on May 18, 2009, and incorporated herein by reference.
Form of Cousins Properties Incorporated Cash Long Term Incentive Award
Certificate, filed as Exhibit 10.4 to the Registrants Current Report on Form
8-K filed on May 18, 2009, and incorporated herein by reference.
Retirement Agreement and General Release by and among Thomas D.
Bell, Jr. and Cousins Properties Incorporated dated June 7, 2009.
Cousins Properties Incorporated Director Non-Incentive Stock
Option and Stock Appreciation Right Certificate under the Cousins Properties
Incorporated 2009 Incentive Stock Plan.
Computation of Per Share Earnings*
Certification of the Chief Executive Officer Pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer Pursuant to Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
Certification of the Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
*
Data required by SFAS No. 128, Earnings Per Share, is provided in Note 3 to the condensed
consolidated financial statements included in this report.
Filed herewith.
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43
COUSINS PROPERTIES INCORPORATED
/s/ James A. Fleming
James A. Fleming
Executive Vice President and Chief Financial Officer (Duly
Authorized Officer and Principal Financial Officer)
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-4-
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-8-
-9-
To the Company:
|
Cousins Properties Incorporated
191 Peachtree Street, Suite 3600 Atlanta, Georgia 30303-1741 Attn: General Counsel |
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||
With a copy to:
|
Alan J. Prince, Esq.
King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 |
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||
To Bell:
|
Mr. Thomas D. Bell, Jr.
40 Valley Road Atlanta, Georgia 30305 |
-10-
/s/ Thomas D. Bell, Jr. | June 7, 2009 | |||
Thomas D. Bell, Jr. | Date | |||
COUSINS PROPERTIES INCORPORATED
|
||||
By: | /s/ Robert M. Jackson | June 7, 2009 | ||
Robert M. Jackson | Date | |||
Senior Vice President,
General Counsel and Corporate Secretary |
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Director:
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<<Name>> | ||
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Award Date:
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<<Date>> | ||
|
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Awarded Number of Shares of Stock:
|
<<Shares >> | ||
|
|||
Option Price per Share:
|
<<Dollar >> |
COUSINS PROPERTIES INCORPORATED
|
||||
BY: | ||||
NAME: | ||||
TITLE: | ||||
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1. | I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the Registrant); | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | ||
4. | The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; | ||
c. | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
/s/ Lawrence L. Gellerstedt, III | ||||
Lawrence L. Gellerstedt, III | ||||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Cousins Properties Incorporated (the Registrant); | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | |
4. | The Registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; | ||
c. | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the Registrants internal control over financial reporting that occurred during the Registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. | The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal control over financial reporting. |
/s/ James A. Fleming | ||||
James A. Fleming | ||||
Executive Vice President and Chief Financial Officer |
/s/ Lawrence L. Gellerstedt, III | ||||
Lawrence L. Gellerstedt, III | ||||
President and Chief Executive Officer | ||||
Date: August 10, 2009 |
/s/ James A. Fleming | ||||
James A. Fleming | ||||
Executive Vice President and Chief Financial Officer |