SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission file number 2-20111
COUSINS PROPERTIES INCORPORATED
A GEORGIA CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 58-0869052
2500 WINDY RIDGE PARKWAY
ATLANTA, GEORGIA 30339
TELEPHONE: 770-955-2200
Securities registered pursuant
to Section 12(b) of the Act: Common Stock ($1 Par Value)
Name of exchange on which registered: New York Stock Exchange
Securities registered pursuant to
Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) 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 (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
As of March 8, 2002, 49,649,715 shares of common stock were outstanding;
and the aggregate market value of the common stock of Cousins Properties
Incorporated held by nonaffiliates was $1,000,669,739.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents have been incorporated by reference into the
designated Part of this Form 10-K:
Registrant's Proxy Statement Part III, Items 10, 11, 12 and 13
dated March 29, 2002
Registrant's Annual Report to Part II, Items 5, 6, 7 and 8
Stockholders for the year
ended December 31, 2001
PART I
------
Item 1. Business
- --------------------
Corporate Profile
Cousins Properties Incorporated (the "Registrant" or "Cousins") is a
Georgia corporation, which since 1987 has elected to be taxed as a real estate
investment trust ("REIT"). Cousins Real Estate Corporation and its subsidiaries
("CREC") is a taxable entity consolidated with the Registrant, which owns,
develops, and manages a portion of the Registrant's real estate portfolio. CREC
II Inc. ("CREC II") is another taxable entity which owns a 100% interest in
Cousins Properties Services, LP which is a full-service real estate company
headquartered in Dallas, Texas that specializes in third party property
management, development and leasing of office buildings. The Registrant,
together with CREC and CREC II, is hereafter referred to as the "Company."
Cousins is an Atlanta-based, fully integrated, self administered equity
REIT. The Company has extensive experience in the real estate industry,
including the acquisition, financing, development, management and leasing of
properties. Cousins has been a public company since 1962, and its common stock
trades on the New York Stock Exchange. The Company owns a portfolio of
well-located, high-quality retail, office, medical office and land development
projects and holds several tracts of strategically located undeveloped land. The
strategies employed to achieve the Company's investment goals include the
development of properties which are precommitted to quality tenants; maintaining
high levels of occupancy within owned properties; the selective sale of assets;
the creation of joint venture arrangements and the acquisition of quality
income-producing properties at attractive prices. The Company also seeks to be
opportunistic and take advantage of normal real estate business cycles.
Unless otherwise indicated, the notes referenced in the discussion
below are the "Notes to Consolidated Financial Statements" included in the
financial section of the Registrant's 2001 Annual Report to Stockholders.
Brief Description of Company Investments
Office. As of March 15, 2002, the Company's office portfolio
-------
included the following thirty-eight commercial office buildings:
Company's Percent
Economic Leased
Metropolitan Rentable Ownership (Fully
Property Description Area Square Feet Interest Executed)
-------------------- ------------ ----------- -------- ---------
Inforum Atlanta, GA 990,000 100% 97%
101 Independence Center Charlotte, NC 526,000 100% 97%
Congress at Fourth Austin, TX 525,000 100% 17% (a)
101 Second Street San Francisco, CA 387,000 100% (b) 98%
55 Second Street San Francisco, CA 379,000 100% (b) 88% (a)
AT&T Wireless Services
Headquarters Los Angeles, CA 222,000 100% 100%
The Points at Waterview Dallas, TX 201,000 100% 50%
Lakeshore Park Plaza Birmingham, AL 190,000 100% (b) 81%
3100 Windy Hill Road Atlanta, GA 188,000 100% 100%
333 John Carlyle Washington, D.C. 153,000 100% 93%
555 North Point Center East Atlanta, GA 152,000 100% 91%
615 Peachtree Street Atlanta, GA 148,000 100% 91%
333 North Point Center East Atlanta, GA 129,000 100% 100%
600 University Park Place Birmingham, AL 123,000 100% (b) 95%
3301 Windy Ridge Parkway Atlanta, GA 107,000 100% 100%
Cerritos Corporate Center -
Phase II Los Angeles, CA 105,000 100% 100%
1900 Duke Street Washington, D.C. 97,000 100% 100%
One Georgia Center Atlanta, GA 363,000 88.50% 90%
Bank of America Plaza Atlanta, GA 1,261,000 50% 100%
Gateway Village Charlotte, NC 1,065,000 50% 100%
3200 Windy Hill Road Atlanta, GA 687,000 50% 100%
2300 Windy Ridge Parkway Atlanta, GA 635,000 50% 99%
The Pinnacle Atlanta, GA 424,000 50% 98%
1155 Perimeter Center West Atlanta, GA 362,000 50% 100%
2500 Windy Ridge Parkway Atlanta, GA 315,000 50% 94%
Two Live Oak Center Atlanta, GA 279,000 50% 100%
4200 Wildwood Parkway Atlanta, GA 260,000 50% 100%
Ten Peachtree Place Atlanta, GA 260,000 50% 16%
John Marshall - II Washington, D.C. 224,000 50% 100%
Austin Research Park -
Building IV Austin, TX 184,000 50% 100%
Austin Research Park -
Building III Austin, TX 174,000 50% 100%
4300 Wildwood Parkway Atlanta, GA 150,000 50% 100%
4100 Wildwood Parkway Atlanta, GA 100,000 50% 100%
First Union Tower Greensboro, NC 322,000 11.50% 83%
Grandview II Birmingham, AL 149,000 11.50% 100%
200 North Point Center East Atlanta, GA 130,000 11.50% 54%
100 North Point Center East Atlanta, GA 128,000 11.50% 87%
One Ninety One Peachtree Tower Atlanta, GA 1,215,000 9.80% 94%
----------
13,309,000
==========
(a) Under construction and/or in lease-up.
(b) These projects are actually owned in ventures in which a portion of
the upside is shared with the other venturer. See "Major
Properties" - "101 Second Street," "55 Second Street" and
"Cousins/Daniel LLC" where discussed.
The weighted average leased percentage of these office buildings
(excluding all properties currently under construction and/or in lease-up and
One Ninety One Peachtree Tower, as it is less than 10% owned by the Company) was
approximately 95% as of March 15, 2002, and the leases expire as follows:
2011
&
2002 2003 2004 2005 2006 2007 2008 2009 2010 Thereafter Total
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------- -----
OFFICE
- ------
Consolidated:
- -------------
Square Feet Expiring
(d) 46,498 127,400 241,530 367,660 353,357 142,499 307,060 712,205 236,484 955,424 3,490,117(b)
% of Leased
Space 1% 4% 7% 11% 10% 4% 9% 20% 7% 27% 100%
Annual Base
Rent (a) 673,158 2,239,040 4,222,681 7,365,012 5,579,933 3,048,585 6,544,415 14,546,383 4,861,510 24,285,565 73,366,282
Annual Base
Rent/Sq.
Ft. (a) 14.48 17.57 17.48 20.03 15.79 21.39 21.31 20.42 20.56 25.42 21.02
Joint Venture:
- --------------
Square Feet Expiring
(d) 290,111 490,314 480,336 464,347 621,011 704,833 167,384 361,357 155,996 3,304,416 7,040,105(c)
% of Leased
Space 4% 7% 7% 7% 9% 10% 2% 5% 2% 47% 100%
Annual Base
Rent (a) 4,986,302 8,634,476 9,005,222 8,121,892 11,256,832 17,141,396 2,983,915 8,444,997 3,696,238 73,469,371 147,740,641
Annual Base
Rent/Sq.
Ft. (a) 17.19 17.61 18.75 17.49 18.13 24.32 17.83 23.37 23.69 22.23 20.99
Total (including only Company's % share of Joint Venture Properties):
- ---------------------------------------------------------------------
Square Feet Expiring
(d) 180,021 365,125 543,532 565,230 641,168 472,286 378,437 863,298 287,393 2,612,049 6,908,539
% of Leased
Space 3% 5% 8% 8% 9% 7% 5% 13% 4% 38% 100%
Annual Base
Rent (a) 2,909,583 6,415,415 9,773,293 10,874,400 10,805,198 11,234,920 7,828,480 18,254,744 6,166,326 61,022,566 145,284,925
Annual Base
Rent/Sq.
Ft. (a) 16.16 17.57 17.98 19.24 16.85 23.79 20.69 21.15 21.46 23.36 21.03
(a)Annual base rent excludes the operating expense reimbursement portion
of the rent payable. If the lease does not provide for pass through of such
operating expense reimbursements, an estimate of operating expenses is
deducted from the rental rate shown. The base rental rate shown is the
estimated rate in the year of expiration. Amounts disclosed are in dollars.
(b)Rentable square feet leased as of March 15, 2002 out of approximately
3,718,000 total rentable square feet.
(c)Rentable square feet leased as of March 15, 2002 out of approximately
7,472,000 total rentable square feet. (d) Where a tenant has the option to
cancel its lease without penalty, the lease expiration date used in the table
above reflects the cancellation option date rather than the lease expiration
date.
The weighted average remaining lease term of these thirty-five office
buildings was approximately 8 years as of March 15, 2002. Most of the Company's
leases in these buildings provide for pass through of operating expenses and
base rents which escalate over time.
Medical Office. As of March 15, 2002, the Company's medical office
---------------
portfolio included the following six medical office properties:
Company's Percent
Economic Leased
Metropolitan Rentable Ownership (Fully
Property Description Area Square Feet Interest Executed)
-------------------- ------------ ----------- -------- ---------
Northside/Alpharetta II Atlanta, GA 198,000 100% 78%
Meridian Mark Plaza Atlanta, GA 161,000 100% 96%
Northside/Alpharetta I Atlanta, GA 103,000 100% 95%
AtheroGenics Atlanta, GA 50,000 100% 100%
Emory Crawford Long Medical
Office Tower Atlanta, GA 358,000 50% 72% (a)
Presbyterian Medical Plaza
at University Charlotte, NC 69,000 11.50% 100%
-------
939,000
=======
(a) Under construction and in lease-up.
The weighted average leased percentage of these medical office
buildings (excluding the property currently under construction and in lease-up)
was 89% as of March 15, 2002, and the leases expire as follows:
2011
&
2002 2003 2004 2005 2006 2007 2008 2009 2010 Thereafter Total
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------- -----
MEDICAL OFFICE
- --------------
Consolidated:
- -------------
Square Feet Expiring 0 35,388 42,246 23,723 9,210 27,443 35,571 130,041 10,535 143,199 457,356(b)
% of Leased Space 0% 8% 9% 5% 2% 6% 8% 29% 2% 31% 100%
Annual Base Rent (a) 0 676,258 791,772 409,956 124,046 531,749 812,145 2,639,662 202,799 3,557,193 9,745,580
Annual Base Rent/Sq.
Ft. (a) 0 19.11 18.74 17.28 13.47 19.38 22.83 20.30 19.25 24.84 21.31
Joint Venture:
- --------------
Square Feet Expiring 1,397 0 0 3,445 0 23,359 0 0 0 40,503 68,704(c)
% of Leased Space 2% 0% 0% 5% 0% 34% 0% 0% 0% 59% 100%
Annual Base Rent (a) 21,109 0 0 56,498 0 390,329 0 0 0 772,392 1,240,328
Annual Base Rent/Sq.
Ft. (a) 15.11 0 0 16.40 0 16.71 0 0 0 19.07 18.05
Total (including only Company's % share of Joint Venture Properties):
- ----------------------------------------------------------------------
Square Feet Expiring 161 35,388 42,246 24,119 9,210 30,129 35,571 130,041 10,535 147,857 465,257
% of Leased Space 0% 8% 9% 5% 2% 6% 8% 28% 2% 32% 100%
Annual Base Rent (a) 2,427 676,258 791,772 416,453 124,046 576,637 812,145 2,639,662 202,799 3,646,018 9,888,217
Annual Base Rent/Sq.
Ft. (a) 15.07 19.10 18.74 17.27 13.47 19.14 22.83 20.30 19.25 24.66 21.25
(a)Annual base rent excludes the operating expense reimbursement portion of the
rent payable. If the lease does not provide for pass through of such
operating expense reimbursements, an estimate of operating expenses is
deducted from the rental rate shown. The base rental rate shown is the
estimated rate in the year of expiration. Amounts disclosed are in dollars.
(b)Rentable square feet leased as of March 15, 2002 out of approximately
512,000 total rentable square feet. (c) Rentable square feet leased as of
March 15, 2002 out of approximately 69,000 total rentable square feet.
The weighted average remaining lease term of these five medical office
buildings was approximately 8 years as of March 15, 2002. The Company's leases
in these medical office buildings provide for pass through of operating expenses
and base rents which escalate over time.
Retail. As of March 15, 2002, the Company's retail portfolio included
------
the following twelve properties:
Company's Percent
Rentable Economic Leased
Metropolitan Square Feet Ownership (Fully
Property Description Area (Company Owned) Interest Executed)
-------------------- ------------ --------------- -------- ---------
Presidential MarketCenter Atlanta, GA 374,000 100% 98%
The Avenue of the Peninsula Rolling Hills Estates, CA 371,000 100% 88%
The Avenue East Cobb Atlanta, GA 225,000 100% 97%
Perimeter Expo Atlanta, GA 176,000 100% 92%
Salem Road Station Atlanta, GA 67,000 100% 83%
Mira Mesa MarketCenter San Diego, CA 447,000 88.50% 100%
The Avenue Peachtree City Atlanta, GA 167,000 88.50% (a) 72%
The Shops at World Golf Village St. Augustine, FL 80,000 50% 64%
Greenbrier MarketCenter Chesapeake, VA 493,000 11.50% 100%
North Point MarketCenter Atlanta, GA 401,000 11.50% 100%
Los Altos MarketCenter Long Beach, CA 157,000 11.50% 100%
Mansell Crossing Phase II Atlanta, GA 103,000 11.50% 100%
---------
3,061,000
=========
(a) This property is subject to a contractual participation.
The weighted average leased percentage of these retail properties was
approximately 93% as of March 15, 2002, and the leases expire as follows:
2011
&
2002 2003 2004 2005 2006 2007 2008 2009 2010 Thereafter Total
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------- -----
RETAIL
- ------
Consolidated:
- -------------
Square Feet Expiring 13,228 10,042 78,453 132,100 86,786 37,072 35,127 21,588 142,845 568,971 1,126,212(b)
% of Leased Space 1% 1% 7% 12% 7% 3% 3% 2% 13% 51% 100%
Annual Base Rent (a) 89,340 261,955 1,460,995 3,265,411 2,111,102 836,634 309,118 733,820 3,092,589 10,152,714 22,313,678
Annual Base Rent/Sq.
Ft. (a) 6.75 26.09 18.62 24.72 24.33 22.57 8.80 33.99 21.65 17.84 19.81
Joint Venture:
- --------------
Square Feet Expiring 38,718 8,011 33,490 88,176 156,613 55,751 26,331 62,207 158,236 1,148,582 1,776,115(c)
% of Leased Space 2% 0% 2% 5% 9% 3% 1% 4% 9% 65% 100%
Annual Base Rent (a) 650,482 139,945 687,396 1,604,285 2,083,084 1,173,741 592,501 711,179 2,160,897 16,576,159 26,379,669
Annual Base Rent/Sq.
Ft. (a) 16.80 17.47 20.53 18.19 13.30 21.05 22.50 11.43 13.66 14.43 14.85
Total (including only Company's % share of Joint Venture Properties):
- --------------------------------------------------------------------
Square Feet Expiring 17,681 10,963 82,304 176,718 125,905 61,346 54,796 31,772 211,979 1,016,508 1,789,972
% of Leased Space 1% 1% 4% 10% 7% 3% 3% 2% 12% 57% 100%
Annual Base Rent (a) 164,145 278,048 1,540,046 4,251,396 2,871,802 1,371,215 775,343 884,553 4,284,989 17,372,827 33,794,364
Annual Base Rent /Sq.
Ft.(a) 9.28 25.36 18.71 24.06 22.81 22.35 14.15 27.84 20.21 17.09 18.88
(a)Annual base rent excludes the operating expense reimbursement portion
of the rent payable and any percentage rents due. If the lease does not
provide for pass through of such operating expense reimbursements, an
estimate of operating expenses is deducted from the rental rate shown. The
base rental rate shown is the estimated rate in the year of expiration.
Amounts disclosed are in dollars.
(b)Gross leasable area leased as of March 15, 2002 out of approximately
1,213,000 total gross leasable area. (c) Gross leasable area leased as of
March 15, 2002 out of approximately 1,848,000 total gross leasable area.
The weighted average remaining lease term of these twelve retail
properties was approximately 11 years as of March 15, 2002. Most of the major
tenant leases in these retail properties provide for pass through of operating
expenses and base rents which escalate over time.
Other. The Company's other real estate holdings include equity
-----
interests in approximately 370 acres of strategically located land held for
investment and future development at North Point and Wildwood Office Park, the
option to acquire the fee simple interest in approximately 9,100 acres of land
through its Temco Associates joint venture, and two mortgage notes for an
aggregate of approximately $25 million which are secured by a 250,000 rentable
square foot office building in Washington, D.C. The terms of these two notes
have some of the characteristics of an equity investment and management believes
they should provide a comparable return on investment (see Note 3).
The Company's joint venture partners include, but are not limited to,
either the following companies or their affiliates: IBM, The Coca-Cola Company
("Coca-Cola"), Bank of America Corporation ("Bank of America"), The Prudential
Insurance Company of America ("Prudential"), Temple-Inland Inc., Equity Office
Properties Trust, CommonWealth Pacific, LLC ("CommonWealth") and CarrAmerica
Realty Corporation.
Refer to Item 2 hereof for a more detailed description of the Company's
real estate properties.
Significant Changes in 2001
Significant changes in the Company's business and properties during the
year ended December 31, 2001 were as follows:
Office Division. In January 2001, the Company purchased the land
----------------
for Congress at Fourth, an approximately 525,000 rentable square foot office
building in Austin, Texas. Construction commenced on the building in November
2001. Also in January 2001, the Company purchased the remaining 49.9% interest
in CommonWealth/Cousins I, LLC, which owned the AT&T Wireless Services
Headquarters building, an approximately 222,000 rentable square foot office
building in suburban Los Angeles, California. Upon completion of the buyout, the
venture's name was changed to Cousins/Cerritos I, LLC, which is 100% owned by
the Company.
In June 2001, Cerritos Corporate Center - Phase II, an approximately
105,000 rentable square foot office building in suburban Los Angeles,
California, became fully operational for financial reporting purposes. In June
2001 and September 2001, Austin Research Park - Buildings III and IV, two
approximately 174,000 and 184,000 rentable square foot office buildings in
Austin, Texas, owned by CPI/FSP I, L.P. (see Note 5), became partially
operational for financial reporting purposes, respectively.
Retail Division. In February 2001, the Company sold Colonial Plaza
----------------
MarketCenter, an approximately 480,000 square foot retail center located in
Orlando, Florida, for $54,000,000, which was approximately $10,779,000 over the
cost of the center. Including depreciation recapture of approximately
$6,264,000, the net gain on the sale was approximately $17,043,000.
In April 2001, The Avenue Peachtree City, an approximately 167,000
square foot retail center in suburban Atlanta, Georgia, became partially
operational for financial reporting purposes.
Land Division. The Company is currently developing or has developed
--------------
eight residential communities in suburban Atlanta, Georgia, including four in
which development commenced in 1994, one in 1995, one in 1996, one in 2000 and
one in 2001. These developments currently include land on which approximately
2,226 lots are being or were developed, of which 121, 217 and 292 lots were sold
in 2001, 2000 and 1999, respectively. As of December 31, 2001, all of the lots
in four of the eight residential communities had been sold.
In November 1998, Temco Associates began development of the Bentwater
residential community, which will consist of approximately 1,735 lots on
approximately 1,290 acres (see Note 5). Temco Associates sold 233, 219 and 106
lots in 2001, 2000 and 1999, respectively.
Financings. In May 2001, the Company completed the $28 million
-----------
financing of Presidential MarketCenter. This non-recourse note payable has an
interest rate of 7.65% and a maturity of May 2, 2011. In July 2001, the Company
completed the $14 million financing of 600 University Park Place. This
non-recourse note payable has an interest rate of 7.38% and a maturity of August
10, 2011. In November 2001, the Company completed the $49 million financing of
333 John Carlyle and 1900 Duke Street. This non-recourse note payable has an
interest rate of 7% and a maturity of November 1, 2011. Also in November 2001,
the Company completed the $32.5 million financing of 333 and 555 North Point
Center East. This non-recourse note payable also has an interest rate of 7% and
a maturity of November 1, 2011.
On August 31, 2001, the Company renewed and modified its existing
credit facility with Bank of America and Wachovia. Concurrently, the Company
syndicated the facility increasing the number of banks providing the facility
from two to eight. The amount available under the prior credit facility had been
$150 million, which had been temporarily increased to $225 million. The amount
available under the renewed and modified credit facility is $275 million, which
expires August 31, 2004. The credit facility is unsecured and bears interest
equal to the London Interbank Offering Rate ("LIBOR") plus a spread which is
based on the ratio of total debt to total assets, as defined by the credit
facility (see Note 4).
Environmental Matters
Under various federal, state and local laws, ordinances and
regulations, an owner or operator of real estate is generally liable for the
costs of removal or remediation of certain hazardous or toxic substances on or
in such property. Such laws often impose liability without regard to whether the
owner knew of, or was responsible for, the presence of such hazardous or toxic
substances. The presence of such substances, or the failure to remediate such
substances properly, may subject the owner to substantial liability and may
adversely affect the owner's ability to develop the property or to borrow using
such real estate as collateral. The Company is not aware of any environmental
liability that the Company's management believes would have a material adverse
effect on the Company's business, assets or results of operations.
Certain environmental laws impose liability on a previous owner of
property to the extent that hazardous or toxic substances were present during
the prior ownership period. A transfer of the property does not relieve an owner
of such liability. Thus, although the Company is not aware of any such
situation, the Company may be liable in respect of properties previously sold.
In connection with the development or acquisition of certain
properties, the Company obtained Phase One environmental audits (which generally
involve inspection without soil sampling or ground water analysis) from
independent environmental consultants. The remaining properties (including most
of the Company's land held for investment) have not been so examined. No
assurance can be given that no environmental liabilities exist, that the reports
reviewed all environmental liabilities, or that no prior owner created any
material environmental condition not known to the Company.
The Company believes that it and its properties are in compliance in
all material respects with all federal, state and local laws, ordinances and
regulations regarding hazardous or toxic substances.
Competition
Our properties compete for tenants with similar properties located in
our markets primarily on the basis of location, rent charged, services provided
and the design and condition of the facilities. We also compete with other
REITs, financial institutions, pension funds, partnerships, individual investors
and others when attempting to acquire and develop properties.
Forward-Looking Statements
Certain matters contained in this report are forward-looking statements
within the meaning of the federal securities laws and are subject to
uncertainties and risks. These include, but are not limited to, general and
local economic conditions, local real estate conditions, the activity of others
developing competitive projects, the cyclical nature of the real estate
industry, interest rates, the Company's ability to obtain favorable financing or
zoning, the environmental impact, and other risks detailed from time to time in
the Company's filings with the Securities and Exchange Commission, including the
Form 8-K filed on March 9, 2001. The words "believes," "expects," "estimates"
and similar expressions are intended to identify forward-looking statements.
Although the Company believes that its plans, intentions and expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such plans, intentions or expectations will be achieved. Such
forward-looking statements are based on current expectations and speak only as
of the date of such statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of future
events, new information or otherwise.
Subsequent Event
On February 22, 2002, CSC Associates, L.P. completed a $150 million
non-recourse mortgage note payable with an interest rate of 6.9575% and a
maturity of March 1, 2012. This non-recourse mortgage note payable is secured by
CSC's interest in the Bank of America Plaza building and related leases and
agreements. CSC loaned the $150 million proceeds of the non-recourse mortgage
note payable to the Company under a non-recourse loan (the "Cousins Loan")
secured by the Company's interest in CSC under the same payment terms as those
of the non-recourse mortgage note payable. The Company paid all costs of issuing
the non-recourse mortgage note payable and the Cousins Loan, including a
$750,000 fee to an affiliate of Bank of America Corporation.
On March 15, 2002, $65,873,925 of the proceeds from this financing was
used to pay off in full the existing collateralized non-recourse mortgage notes
("existing mortgage notes") (see Note 4). The $65,873,925 included $65,525,710
for the payoff of the principal balance as of February 15, 2002 (the last
payment date of the existing mortgage notes) and $348,215 for accrued interest
from February 15, 2002 through March 14, 2002. The existing non-recourse loan to
CSC (see Note 4), which is secured by the Company's interest in CSC under the
same payment terms as those of the existing mortgage notes, was also repaid in
full.
In connection with the prepayment in full of the existing mortgage
notes, the Company paid a prepayment premium in the amount of $2,871,925. This
prepayment premium of $2,871,295, along with the unamortized balance of closing
costs paid by the Company related to the existing mortgage notes in the amount
of $629,278, will be expensed as an Extraordinary Item in the Company's
Consolidated Statements of Income in 2002.
Executive Offices; Employees
The Registrant's executive offices are located at 2500 Windy Ridge
Parkway, Suite 1600, Atlanta, Georgia 30339-5683. At December 31, 2001, the
Company employed 431 people.
Item 2. Properties
- ----------------------
Table of Major Properties
The following tables set forth certain information relating to major
office, medical office and retail properties, stand alone retail lease sites,
and land held for investment and future development in which the Company has a
10% or greater ownership interest. All information presented is as of December
31, 2001, except leasing information which is as of March 15, 2002. Dollars are
stated in thousands.
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Office
- ------
Inforum
Atlanta, GA
30303-1032 1999 N/A 100% 990,000 97% 97%
4 Acres (2)
101 Independence Center
Charlotte, NC
28246-1000 1996 N/A 100% 526,000 97% 97%
2 Acres
Congress at Fourth
Austin, TX
78701-3619 (6) N/A 100% 525,000 17%(6) (6)
2 Acres
101 Second Street
San Francisco, CA
94105-3601 2000 Myers Second 100%(7) 387,000 98% 93%
Street Company 1 Acre
LLC
55 Second Street
San Francisco, CA
94105-3601 (6) Myers Bay 100%(7) 379,000 88%(6) (6)
Area Company LLC 1 Acre
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Office
- ------
Inforum
Atlanta, GA
30303-1032 BellSouth Corporation (3)(2009) 277,744 $ 90,199 $ 0 N/A
Georgia Lottery Corp. (2013) 127,827 $ 72,312
Lockwood Greene Engineers, Inc. 125,916
(2007/2012)
Co Space Services, LLC 119,797
(2020/2025)
Turner Broadcasting (2006/2016)(4) 57,827
Sapient Corporation (2009/2019) 57,689
101 Independence Center
Charlotte, NC
28246-1000 Bank of America (3) 359,327 $ 78,603 $ 45,864 12/1/07
(2008/2028)(5) $ 62,969 8.22%
Robinson Bradshaw & Hinson, 82,218
P.A. (2004/2009)
Ernst & Young LLP (2004) 24,125
Congress at Fourth
Austin, TX
78701-3619 Jenkins & Gilchrist (2013)(6) 45,552(6) $ 20,130 $ 0 N/A
Winstead, Sechrest & Minick P.C. 37,000(6) (6)
(2014/2024)(6)
101 Second Street
San Francisco, CA
94105-3601 Arthur Andersen LLP 147,986 $ 98,007 $ 88,858 4/19/10
(2009/2014) $ 89,674 8.33%
Thelen, Reid & Priest 135,919
(2012/2022)
55 Second Street
San Francisco, CA
94105-3601 Cable & Wireless (3) 158,550(6) $ 93,866 $ 0 N/A
(2014/2019)(6) (6)
Paul Hastings (2017/2027)(6) 68,382(6)
Fritz Companies (2012/2017)(6) 57,380(6)
Preston Gates (2010/2015)(6) 43,968(6)
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Office (Continued)
- ------------------
AT&T Wireless Services
Headquarters
Suburban Los Angeles, CA
90703-8573 1999 N/A 100% 222,000 100% 100%
6 Acres (8)
Cerritos Corporate Center -
Phase II
Suburban Los Angeles, CA
90703-8573 2001 N/A 100% 105,000 100% 54%(9)
3 Acres (8)
The Points at Waterview
Suburban Dallas, Texas
75080-1472 2000 N/A 100% 201,000 50% 73%
15 Acres (10)
Lakeshore Park Plaza
Birmingham, AL
35209-6719 1998 Daniel Realty 100%(7) 190,000 81% 84%
600 University Park Place
Birmingham, AL
35209-6774 2000 Daniel Realty 100%(7) 123,000 95% 93%
Company 10 Acres
333 John Carlyle
Suburban Washington, D.C.
22314-5745 1999 N/A 100% 153,000 93% 93%
1 Acre
1900 Duke Street
Suburban Washington, D.C.
22314-5745 2000 N/A 100% 97,000 100% 93%
1 Acre
333 North Point Center East
Suburban Atlanta, GA
30022-8274 1998 N/A 100% 129,000 100% 100%
9 Acres
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Office (Continued)
- ------------------
AT&T Wireless Services
Headquarters
Suburban Los Angeles, CA
90703-8573 AT&T Wireless Services 222,000 $ 56,212 $ 0 N/A
(2014/2029) $ 50,794
Cerritos Corporate Center -
Phase II
Suburban Los Angeles, CA
90703-8573 AT&T Wireless Services 105,000 $ 19,184 $ 0 N/A
(2011/2021) $ 18,743
The Points at Waterview
Suburban Dallas, Texas
75080-1472 Cisco Systems, Inc. (2005/2010) 64,897 $ 25,747 $ 0 N/A
XY Bridge (2005) 17,942 $ 24,329
Lakeshore Park Plaza
Birmingham, AL
35209-6719 Infinity Insurance (2005/2015) 107,293 $ 15,791 $ 10,300 11/1/08
$ 14,217 6.78%
600 University Park Place
Birmingham, AL
35209-6774 Southern Company, Inc. (3) 41,961 $ 20,229 $ 13,957 8/10/11
(2005/2011) $ 18,328 7.38%
Southern Progress (2006) 25,465
333 John Carlyle
Suburban Washington, D.C.
22314-5745 A.T. Kearney (2009/2019) 94,115 $ 29,015 $ 48,960(11) 11/1/11
$ 25,979 7.00%
(11)
1900 Duke Street
Suburban Washington, D.C.
22314-5745 Municipal Securities Rulemaking 47,556 $ 23,998 (11) (11)
Board (2016/2026) $ 22,933
American Society of Clinical 36,247
(2010/2015)
333 North Point Center East
Suburban Atlanta, GA
30022-8274 Alltel Telecom Information 48,559 $ 13,358 $ 32,460(12) 11/1/11
Services, Inc. (2003) $ 10,235 7.00%
J.C. Bradford (2005/2010) 22,222 (12)
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Office (Continued)
- ------------------
555 North Point Center East
Suburban Atlanta, GA
30022-8274 2000 N/A 100% 152,000 91% 94%
10 Acres
615 Peachtree Street
Atlanta, GA
30308-2312 1996 N/A 100% 148,000 91% 95%
2 Acres
One Georgia Center
Atlanta, GA
30308-3619 2000 Prudential (3) 88.50%(7) 363,000 90% 93%
3 Acres (14)
Wildwood Office Park,
Atlanta, GA:
2300 Windy
Ridge Parkway
30339-5671 1987 IBM 50% 635,000 99% 99%
12 Acres
2500 Windy
Ridge Parkway
30339-5683 1985 IBM 50% 315,000 94% 98%
8 Acres
3200 Windy
Hill Road
30339-5609 1991 IBM 50% 687,000 100% 100%
15 Acres
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Office (Continued)
- ------------------
555 North Point Center East
Suburban Atlanta, GA
30022-8274 Regus Business Centre 89,688 $ 16,920 (12) (12)
(2011/2016)(13) $ 15,127
615 Peachtree Street
Atlanta, GA
30308-2312 Wachovia (3)(2004/2007) 50,073 $ 13,435 $ 0 N/A
$ 10,196
One Georgia Center
Atlanta, GA
30308-3619 Norfolk & Southern (2004/2014) 91,425 $ 40,217 $ 0 N/A
SouthTrust Bank (2004/2019) 80,895 $ 38,242
Wildwood Office Park,
Atlanta, GA:
2300 Windy
Ridge Parkway
30339-5671 Manhattan Associates, LLC 128,369 $ 84,073 $ 60,514 12/1/05
(2008/2013)(15) $ 48,773 7.56%
Computer Associates 74,255
(2005/2010)(15)
Profit Recovery Group 72,191
(2005/2010)(16)
Financial Services Corporation 61,372
(2006/2011)
Life Office Management Associates 57,692
(2005/2010)(15)
DocuCorp (2002/2007)(16) 55,396
Chevron USA (2005) 45,967
2500 Windy
Ridge Parkway
30339-5683 Coca-Cola Enterprises Inc. 187,251 $ 32,247 $ 21,728 12/15/05
(2003/2008) $ 17,379 7.45%
Cousins Properties Incorporated 43,888
(2003)
3200 Windy
Hill Road
30339-5609 IBM (2006/2011) 421,489 $ 89,462 $ 65,950 1/1/07
PriceWaterhouseCoopers 69,348 $ 57,680 8.23%
(2009/2014)
General Electric (2003) 65,947
W.H. Smith Inc. (2012/2017) 41,858
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Office (Continued)
- ------------------
4100 and 4300
Wildwood Parkway
30339-8400 1996 IBM 50% 250,000 100% 100%
13 Acres
4200 Wildwood Parkway
30339-8402 1997 IBM 50% 260,000 100% 100%
8 Acres
3301 Windy Ridge
Parkway
30339-5685 1984 N/A 100% 107,000 100% 100%
10 Acres
3100 Windy Hill
Road
30339-5605 1983 N/A 100%(18) 188,000 100% 100%
13 Acres
Bank of America Plaza
Atlanta, GA
30308-2214 1992 Bank of America (3) 50% 1,261,000 100% 100%
4 Acres
Charlotte, NC
28202-1125 2001 Bank of America (3) 50%(7) 1,065,000 100% (7)
8 Acres
The Pinnacle
Atlanta, GA
30326-1234 1999 LORET 50% 424,000 98% 98%
Holdings, L.L.L.P. 4 Acres
Two Live Oak Center
Atlanta, GA
30326-1234 1997 LORET 50% 279,000 100% 98%
Holdings, L.L.L.P. 2 Acres
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Office (Continued)
- ------------------
Office (Continued)
4100 and 4300
Wildwood Parkway
30339-8400 Georgia-Pacific 250,000 $ 30,698 $ 27,720 4/1/12
Corporation (2012/2017) $ 25,068 7.65%
(17)
4200 Wildwood Parkway
30339-8402 General Electric (3)(2014/2024) 260,000 $ 39,503 $ 41,882 3/31/14
$ 34,898 6.78%
3301 Windy Ridge
Parkway
30339-5685 Indus International, Inc. 107,000 $ 11,900 $ 0 N/A
(2012/2017) $ 6,350
3100 Windy Hill
Road
30339-5605 IBM (2006) 188,000 $ 17,005(18) $ 0 N/A
$ 13,604(18)
Bank of America Plaza
Atlanta, GA
30308-2214 Bank of America (3)(2012/2042) 572,742 $224,205 $ 0(20) N/A
Troutman Sanders (2007/2017) 224,181 $158,278
Ernst & Young LLP 211,211
(2007/2017)(19)
Paul Hastings (2012/2017)(19) 92,224
Hunton & Williams (2004/2009) 91,103
Gateway Village
Charlotte, NC
28202-1125 Bank of America (3)(2016/2035) 1,065,000 $194,916 $189,370 12/1/16
$189,623 6.41%
The Pinnacle
Atlanta, GA
30326-1234 Merrill Lynch (2010/2011) 72,866 $ 92,670 $ 68,556 12/31/09
A.T. Kearney (2009/2019) 47,866 $ 79,792 7.11%
UBS PaineWebber 47,738
(2013/2018)(21)
Two Live Oak Center
Atlanta, GA
30326-1234 SYNAVANT Inc. (2007/2017) 75,484 $ 49,129 $ 28,874 9/1/07
Chubb & Son, Inc. (3)(22) 48,520 $ 38,041 7.90%
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Office (Continued)
- ------------------
1155 Perimeter Center West
Atlanta, GA
30338-5416 2001 J. P. Morgan (3) 50% 362,000 100% 100%
6 Acres
Ten Peachtree Place
Atlanta, GA
30309-3814 1991 Coca-Cola (3) 50%(7) 260,000 16% 93%
5 Acres
John Marshall-II
Suburban Washington, D.C.
22102-3802 1996 CarrAmerica Realty 50% 224,000 100% 100%
Corporation (3) 3 Acres
Austin Research Park -
Building III
Austin, TX
78759-2314 2001 CommonWealth 50% 174,000 100% 48%(25)
Pacific, LLC 4 Acres
and CalPERS
Austin Research Park -
Building IV
Austin, TX
78759-2314 2001 CommonWealth 50% 184,000 100% 23%(25)
Pacific, LLC 7 Acres
and CalPERS
First Union Tower
Greensboro, NC
27401-2167 1990 Prudential (3) 11.50%(7) 322,000 83% 87%
1 Acre
Grandview II
Birmingham, AL
35243-1930 1998 Prudential (3) 11.50%(7) 149,000 100% 100%
8 Acres
100 North Point Center East
Suburban Atlanta, GA
30022-4885 1995 Prudential (3) 11.50%(7) 128,000 87% 93%
7 Acres
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Office (Continued)
- ------------------
1155 Perimeter Center West
Atlanta, GA
30338-5416 Mirant Corporation (2015) 360,395 $ 58,451 $ 0 N/A
$ 55,501
Ten Peachtree Place
Atlanta, GA
30309-3814 Domtar (2006)(23) 40,633 $ 25,056 $ 15,228 12/31/08(24)
$ 19,223 LIBOR
+ 0.75%
John Marshall-II
Suburban Washington, D.C.
22102-3802 Booz-Allen & Hamilton 224,000 $ 27,761 $ 20,418 4/1/13
(2011/2016) $ 21,680 7.00%
Austin Research Park -
Building III
Austin, TX
78759-2314 Charles Schwab & Co., Inc. 174,000 $ 24,487 $ 0 N/A
(2012/2032) $ 24,129
Austin Research Park -
Building IV
Austin, TX
78759-2314 Charles Schwab & Co., Inc. 184,000 $ 25,895 $ 0 N/A
(2012/2032) $ 25,515
First Union Tower
Greensboro, NC
27401-2167 Smith Helms Mullis & 70,360 $ 53,726 $ 0 N/A
Moore (2010/2015) $ 39,574
First Union Bank (3) 62,622
(2009/2019)
Grandview II
Birmingham, AL
35243-1930 Fortis Benefits Insurance 69,652 $ 23,097 $ 0 N/A
Company (2005/2011)(26)
Daniel Realty Company (2008) 23,440 $ 18,454
100 North Point Center East
Suburban Atlanta, GA
30022-4885 Schweitzer-Mauduit 32,696 $ 25,198 $ 24,744(28) 8/1/07
International, Inc. (2007/2012) $ 17,687 7.86%
Conseco Finance Inc. (2002)(27) 21,914 (28)
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Office (Continued)
- ------------------
200 North Point Center East
Suburban Atlanta, GA
30022-4885 1996 Prudential (3) 11.50%(7) 130,000 54% 82%
9 Acres
Medical Office
- --------------
Northside/Alpharetta I
Suburban Atlanta, GA
30005-3707 1998 N/A 100% 103,000 95% 98%
1 Acre (29)
Northside/Alpharetta II
Suburban Atlanta, GA
30005-3707 1999 N/A 100% 198,000 78% 70%
2 Acres (29)
Meridian Mark Plaza
Atlanta, GA
30342-1613 1999 N/A 100% 161,000 96% 94%
3 Acres
AtheroGenics
Suburban Atlanta, GA
30004-2148 1999 N/A 100% 50,000 100% 100%
4 Acres
Emory Crawford Long Medical
Office Tower
Atlanta, GA
30308-9999 (6) Emory University 50% 358,000 72%(6) (6)
(33)
Presbyterian Medical Plaza
at University
Charlotte, NC
28233-3549 1997 Prudential (3) 11.50%(7) 69,000 100% 100%
1 Acre (34)
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Office (Continued)
- ------------------
200 North Point Center East
Suburban Atlanta, GA
30022-4885 APAC Teleservices, Inc. 22,409 $ 21,797 (28) (28)
(2004/2009) $ 15,883
Motorola, Inc. (2003) 22,492
Dean Witter (2007) 15,709
Medical Office
- --------------
Northside/Alpharetta I
Suburban Atlanta, GA
30005-3707 Northside Hospital (3)(2013)(30) 49,908 $ 15,795 $ 10,082 1/1/06
$ 13,544 7.70%
Northside/Alpharetta II
Suburban Atlanta, GA
30005-3707 Northside Hospital (3)(2019)(31) 75,342 $ 18,093 $ 0 N/A
$ 16,554
Meridian Mark Plaza
Atlanta, GA
30342-1613 Northside Hospital (3) 51,054 $ 26,037 $ 25,194 10/1/10
(2013/2023)(32) $ 22,967 8.27%
Scottish Rite Hospital for 29,556
Crippled Children, Inc.
(2003/2008)
AtheroGenics
Suburban Atlanta, GA
30004-2148 AtheroGenics (2019/2029) 50,000 $ 7,691 $ 0 N/A
$ 6,262
Emory Crawford Long Medical
Office Tower
Atlanta, GA
30308-9999 Emory University 133,958(6) $ 38,466 $ 0 N/A
(2017/2047)(6) (6)
Presbyterian Medical Plaza
at University
Charlotte, NC
28233-3549 Novant Health, Inc. 63,862 $ 8,614 $ 0 N/A
(2012/2027)(35) $ 7,320
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Retail Centers
- --------------
Presidential MarketCenter
Suburban
Atlanta, GA
30278-2149 1994, 1996 N/A 100% 490,000 98% 98%
and 2000 66 acres overall of
of which 98% Company
374,000 of Company owned
and 49 acres owned
are owned
by the
Company
The Avenue of the Peninsula
Rolling Hills Estates, CA
90274-3664 2000 N/A 100% 371,000 89% 75%
14 Acres
Perimeter Expo
Atlanta, GA
30338-1519 1993 N/A 100% 291,000 95% 95%
19 acres overall of
of which 92% of Company
176,000 and Company owned
10 acres are owned
owned by
the Company
The Avenue East Cobb
Suburban Atlanta, GA
30062-8197 1999 N/A 100% 225,000 97% 99%
30 Acres
Salem Road Station
Suburban Atlanta, GA
30016-1863 2000 N/A 100% 67,000 83% 82%
13 Acres
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Retail Centers
- --------------
Presidential MarketCenter
Suburban
Atlanta, GA
30278-2149 Target (36) N/A $ 29,579 $ 27,895 5/2/11
Publix Super Market 56,146 $ 24,796 7.65%
Company (2019/2044)
Carmike Cinemas (3)(2023/2033) 44,565
Bed, Bath & Beyond (2008/2024) 35,127
T.J. Maxx (2004/2014) 32,000
Office Depot, Inc. (2011/2026) 31,628
Ross (2012/2032) 30,464
Marshalls (2010/2025) 30,000
Gap (2006/2016) 12,000
The Avenue of the Peninsula
Rolling Hills Estates, CA
90274-3664 Regal Cinema (2015/2030) 55,673 $ 88,694 $ 0 N/A
Saks & Company (2019/2049) 42,404 $ 83,049
Restoration Hardware (2010/2020) 11,000
Banana Republic (3)(2006/2015) 9,705
Gap (2006/2015) 9,000
Perimeter Expo
Atlanta, GA
30338-1519 The Home Depot Expo (36) N/A $ 19,816 $ 20,088 8/15/05
Marshalls (2014/2029) 36,598 $ 16,420 8.04%
Best Buy (2014/2029) 36,000
Linens `N Things (2014/2024) 30,351
Office Max (2013/2033) 23,500
Gap's Old Navy Store 13,939
(2007/2012)
The Avenue East Cobb
Suburban Atlanta, GA
30062-8197 Borders, Inc. (2015/2030) 24,882 $ 41,024 $ 38,592 8/1/10
Bed, Bath & Beyond (2010/2025) 21,007 $ 35,612 8.39%
Gap (2005/2015) 19,434
Talbot's (2010/2020) 12,905
Pottery Barn (3)(2006/2012) 10,000
Banana Republic (3)(2005/2015) 8,009
Salem Road Station
Suburban Atlanta, GA
30016-1863 Publix Super Market (2020/2050) 44,270 $ 6,553 $ 0 N/A
$ 6,309
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Retail Centers (Continued)
- --------------------------
Mira Mesa MarketCenter
Suburban San Diego, CA
92126-2960 2000 Prudential (3) 88.50%(7) 447,000 100% 98%
40 Acres
The Avenue Peachtree City
Suburban Atlanta, GA
30269-3120 2001 Prudential (3) 88.50%(7) 167,000 72% 46%(37)
18 Acres
The Shops at World Golf Village
St. Augustine, FL
32092-2724 1999 W.C. Bradley Co. 50% 80,000 64% 52%
3 Acres
North Point MarketCenter
Suburban Atlanta, GA
30202-4889 1994/1995 Prudential (3) 11.50%(7) 517,000 100% 100%
60 Acres (38)
of which
401,000 and
49 acres are
owned by
CP Venture
Two LLC
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Retail Centers (Continued)
- --------------------------
Mira Mesa MarketCenter
Suburban San Diego, CA
92126-2960 Home Depot (2020/2045) 105,764 $ 50,221 $ 0 N/A
Edwards Theaters (2020/2035) 94,041 $ 48,046
Albertsons (2020/2060) 55,489
Ross (2011/2026) 30,187
Barnes & Noble Superstores, Inc. 26,566
(2015/2030)
Gap's Old Navy Store (2005/2015) 22,529
Long's Drugs (2021/2041) 21,018
The Avenue Peachtree City
Suburban Atlanta, GA
30269-3120 Gap (2012/2022) 10,822 $ 27,588 $ 0 N/A
Banana Republic (3)(2012/2022) 8,015 $ 26,836
Rack Room Shoes (2008/2015) 6,720
The Shops at World Golf Village
St. Augustine, FL
32092-2724 Bradley Specialty Retailing, 31,044 $ 13,036 $ 0 N/A
Inc. (2013/2023) $ 11,754
North Point MarketCenter
Suburban Atlanta, GA
30202-4889 Target (36) N/A $ 56,882 $ 27,037 7/15/05
Babies "R" Us (2011/2031) 50,275 $ 49,923 8.50%
Media Play (2010/2025) 48,884
Marshalls (2010/2025) 40,000
Rhodes (2011/2021) 40,000
Linens `N Things (2005/2025) 35,000
United Artists (2014/2034) 34,733
Circuit City (2015/2030) 33,420
PETsMART (2009/2029) 25,465
Gap's Old Navy Store 20,000
(2006/2011)
Percentage
Description, Year Rentable Leased Average
Location Development Company's Square Feet as of 2001
and Completed Venture Ownership and Acres March 15, Economic
Zip Code or Acquired Partner Interest as Noted 2002 Occupancy
- ----------- ----------- ------- -------- ----------- ---------- ---------
Retail Centers (Continued)
- --------------------------
Greenbrier MarketCenter
Chesapeake, VA
23327-2840 1996 Prudential (3) 11.50%(7) 493,000 100% 100%
44 Acres
Los Altos MarketCenter
Long Beach, CA
90815-3126 1996 Prudential (3) 11.50%(7) 258,000 100% 100%
19 Acres of
which 157,000
and 17 Acres
are owned by
CP Venture
Two LLC
Mansell Crossing Phase II
Suburban Atlanta, GA
30202-4822 1996 Prudential (3) 11.50%(7) 103,000 100% 100%
13 Acres
Stand Alone Retail Sites Adjacent to Company's Office and Retail Projects
- -------------------------------------------------------------------------
Wildwood Office Park
Suburban Atlanta, GA
30339-5671 1985-1993 IBM 50% 14 Acres 86% 93%
Adjusted
Cost and
Adjusted
Cost Less Debt
Description, Major Depreciation Maturity
Location Major Tenants (lease Tenants' and and
and expiration/options Rentable Amortization Debt Interest
Zip Code expiration) Sq. Feet (1) Balance Rate
- ----------- -------------------- -------- ------------ ------- --------
Retail Centers (Continued)
- --------------------------
Greenbrier MarketCenter
Chesapeake, VA
23327-2840 Target (2016/2046) 117,220 $ 51,340 $ 0 N/A
Harris Teeter, Inc. (2016/2036) 51,806 $ 45,451
Best Buy (2015/2030) 45,106
Bed, Bath & Beyond (2012/2027) 40,484
Babies "R" Us (2006/2021) 40,000
Stein Mart, Inc. (2006/2026) 36,000
Barnes & Noble Superstores, 29,974
Inc. (2012/2022)
PETsMART (2011/2031) 26,040
Office Max (2011/2026) 23,484
Gap's Old Navy Store (2007) 14,000
Los Altos MarketCenter
Long Beach, CA
90815-3126 Sears (36) N/A $ 32,807 $ 0 N/A
Circuit City (3)(2017/2037) 38,541 $ 29,493
Borders, Inc. (2017/2037) 30,000
Bristol Farms (3)(2012/2032) 28,200
CompUSA, Inc. (2011/2021) 25,620
Sav-on Drugs (3)(2016/2036) 16,914
Mansell Crossing Phase II
Suburban Atlanta, GA
30202-4822 Bed Bath & Beyond (2012/2027) 40,787 $ 12,499 $ 0 N/A
Goody's Family Clothing, 32,144 $ 11,207
Inc. (2009/2027)
Rooms To Go (2016/2036) 21,000
Stand Alone Retail Sites Adjacent to Company's Office and Retail Projects
- -------------------------------------------------------------------------
Wildwood Office Park
Suburban Atlanta, GA
30339-5671 N/A N/A $ 8,627 $ 0 N/A
$ 6,680
North Point
Suburban Atlanta, GA
30202-4885 N/A N/A $ 3,692 $ 0 N/A
$ 3,520
- ---------------------
(1) Cost as shown in the accompanying table includes deferred leasing and
financing costs and other related assets. For each of the following
projects: 2300 and 2500 Windy Ridge Parkway, 3200 Windy Hill Road, 4100
and 4300 Wildwood Parkway, 4200 Wildwood Parkway and Wildwood Stand Alone
Retail Lease Sites, the cost shown is what the cost would be if Wildwood
Associates' land cost were adjusted downward to the Company's lower basis
in the land it contributed to Wildwood Associates.
(2) Approximately .18 acres of the total 4 acres of land at Inforum is under a
ground lease expiring 2068.
(3) Actual tenant or venture partner is affiliate of entity shown.
(4) Turner Broadcasting has the right to terminate its lease in 2002 upon
payment of a significant cancellation penalty.
(5) 103,656 square feet of this lease of 101 Independence Center expires in
2010. Additionally, the tenant has the right to terminate increments of
space each year beginning in 2005 with 18 months notice.
(6) Project was under construction and/or in lease-up as of December 31, 2001.
In certain situations, lease expiration dates are based upon estimated
commencement dates and square footage is estimated.
(7) See "Major Properties" - "101 Second Street," " 55 Second Street,"
"Cousins/Daniel, LLC," "One Georgia Center," "Charlotte Gateway Village,
LLC," "Ten Peachtree Place," "CP Venture Two LLC," and "CP Venture Two LLC
and CP Venture Three LLC" where these ventures' preferences and/or terms
are discussed.
(8) AT&T Wireless Services Headquarters and Cerritos Corporate Center - Phase
II are located on a total of 9 acres which are subject to a ground lease
expiring in 2034, with an option to renew through 2087.
(9) Cerritos Corporate Center - Phase II became fully operational for
financial reporting purposes in June 2001. Thus, economic occupancy does
not include a full year of operations.
(10) Acreage includes a parcel of land upon which an approximately 60,000
rentable square foot building can be developed.
(11) 333 John Carlyle and 1900 Duke Street were financed together as one non-
recourse mortgage note payable.
(12) 333 North Point Center East and 555 North Point Center East were financed
together as one non-recourse mortgage note payable.
(13) 44,844 square feet of this lease of 555 North Point Center East expires in
2009, with an option to extend the lease to 2014.
(14) Acreage includes a parcel of land upon which an approximately 288,000
rentable square foot building can be developed.
(15) 5,448 square feet of the Manhattan Associates lease expires in 2005,
11,103 square feet of the Computer Associates lease expires in 2003 and
7,208 square feet of the Life Office Management Associates lease expires
in 2008.
(16) Notice of non-renewal has been received from DocuCorp and on 9,615 square
feet of the Profit Recovery Group lease of 2300 Windy Ridge Parkway.
(17) Georgia-Pacific Corporation has the right to terminate its lease in 2007,
upon payment of a significant cancellation penalty. Additionally,
Georgia-Pacific Corporation has the option to purchase the building on its
lease expiration date for a price of $33,750,000
(18) See "Major Properties" - "Wildwood Office Park" where the accounting for
the 3100 Windy Hill Road Building is discussed.
(19) Ernst & Young LLP has a cancellation right on 23,036 square feet of this
lease of Bank of America Plaza in 2003, if notice is received in 2002, and
Paul Hastings has a cancellation right on 12,812 square feet and 20,574
square feet of this lease of Bank of America Plaza in 2005 and 2006,
respectively.
(20) See "Major Properties" - "Bank of America Plaza" and "Subsequent Event"
where debt on Bank of America Plaza is discussed.
(21) UBS PaineWebber has the right to terminate its lease in 2008, upon payment
of a significant cancellation penalty.
(22) Chubb & Son, Inc. has a cancellation right on 3,000 square feet of this
lease of Two Live Oak Center in 2002.
(23) 7,913 square feet of this lease of Ten Peachtree Place expires in 2002.
Additionally, Domtar has the right to terminate its lease in 2004 with six
months notice.
(24) In December 2001, the Ten Peachtree Place mortgage note was extended in
accordance with the terms of the mortgage note to December 31, 2008, and
its interest rate changed from 8% to a floating rate of LIBOR + 0.75%.
(25) Austin Research Park - Buildings III and IV became partially operational
for financial reporting purposes in June 2001 and September 2001,
respectively. Thus, economic occupancy does not include a full year of
operations.
(26) Fortis Benefits Insurance Company has a cancellation right on 13,052
square feet of this lease of Grandview II in 2003.
(27) Notice of non-renewal has been received from Conseco Finance Inc. at 100
North Point Center East.
(28) 100 North Point Center East and 200 North Point Center East were financed
together as one non-recourse mortgage note payable.
(29) Northside/Alpharetta I and II are located on 1 acre and 2 acres subject to
ground leases, which expire in 2058 and 2060, respectively.
(30) 4,716 square feet, 12,532 square feet and 4,716 square feet of this lease
of Northside/Alpharetta I expire in 2005, 2009 and 2011, respectively.
(31) 17,444 square feet and 10,754 square feet of this lease of
Northside/Alpharetta II expire in 2009 and 2011, respectively.
(32) 8,718 square feet of this lease of Meridian Mark Plaza expires in 2008.
(33) Emory Crawford Long Medical Office Tower is being developed on top of a
building within the Crawford Long Hospital campus. The Company has
received a fee simple interest in the air rights above this building in
order to develop the medical office tower.
(34) Presbyterian Medical Plaza at University is located on 1 acre which is
subject to a ground lease expiring in 2057.
(35) Novant Health, Inc. has the option to renew 23,359 square feet of this
lease of Presbyterian Medical Plaza at University through 2027, with the
option to renew the balance through 2022.
(36) This anchor tenant owns its own space.
(37) The Avenue Peachtree City became partially operational for financial
reporting purposes in April 2001. Thus, economic occupancy does not
include a full year of operations.
(38) North Point MarketCenter includes approximately 4 outparcels which are
ground leased to freestanding users.
Land Held for Investment and Future Development (excluding Retail Outparcels)
Developable Company's Adjusted
Land Area Joint Venture Ownership Cost Debt
Description, Location and Zoned Use Year Acquired (Acres)(1) Partner Interest ($ in thousands) Balances
- ----------------------------------- ------------- ---------- ------------- --------- ---------------- --------
Wildwood Office Park
Suburban Atlanta, Georgia
Office and Commercial 1971-1989 123 N/A 100% $ 5,984 $ 0
Office and Commercial 1971-1982 34 IBM 50% $10,026(2) $ 0
North Point Land
(Georgia Highway 400 & Haynes Bridge Road) (3)
Suburban Atlanta, Georgia
Office and Commercial - East 1970-1985 13 N/A 100% $ 956 $ 0
Office and Commercial - West 1970-1985 217 N/A 100% $ 8,068 $ 0
Temco Associates
(Paulding County)
Suburban Atlanta, Georgia 1991 (4) Temple-Inland 50% $16,530(4) $ 0
Inc. (5)
(1) Based upon management's estimates.
(2) For the portion of the Wildwood Office Park land owned by a joint venture,
the cost shown is what the cost would be if the venture's land cost were
adjusted downward to the Company's lower basis in the land it contributed
to the venture. The adjusted cost excludes building predevelopment costs,
net, of $1,044,000.
(3) The North Point property is located both east and west of Georgia Highway
400. Development had been mainly concentrated on the land located east of
Georgia Highway 400, until July 1998 when the Company commenced
construction of the first building, AtheroGenics, on the west side. The
land located east of Georgia Highway 400 surrounds North Point Mall, a 1.3
million square foot regional mall on a 100 acre site which the Company sold
in 1988.
(4) Temco Associates has an option through March 2006, with no carrying costs,
to acquire the fee simple interest in approximately 9,100 acres in Paulding
County, Georgia (northwest of Atlanta, Georgia). The partnership also has
an option to acquire interests in a timber rights only lease covering
approximately 22,000 acres. This option also expires in March 2006, with
the underlying lease expiring in 2025. The options may be exercised in
whole or in part over the option period, and the option price of the fee
simple land was $1,044 per acre at January 1, 2002, escalating at 6% on
January 1 of each succeeding year during the term of the option. During
2001, 2000 and 1999, approximately 487, 734 and 640 acres, respectively, of
the option related to the fee simple interest was exercised. In 2001,
approximately 359 acres were simultaneously sold for gross profits of
$1,902,000 and approximately 128 acres were held for sale under a three
year option to a third party. Approximately 2 acres were sold in 2001 for
gross profits of $291,000, which were a component of the 13 acres purchased
in 2000 that were being held for sale or future development. In 2000,
approximately 461 acres were simultaneously sold for gross profits of
$1,546,000 and approximately 260 acres were acquired for the development of
the Bentwater residential community. Approximately 1,735 lots will be
developed within Bentwater on an approximate total of 1,290 acres, the
remainder of which will be acquired as needed through exercises of the
option related to the fee simple interest. The remaining 13 acres are being
held for sale or future development (of which approximately 2 acres were
sold in 2001 as noted above). In 1999, approximately 466 acres were
simultaneously sold for gross profits of $2,458,000 and approximately 174
acres were acquired for development of Bentwater. The Cobb County YMCA had
a three year option to purchase approximately 38 acres out of the total
acres of the options exercised in 1998, which they exercised in December
1999. The remaining 207 acres were deeded in early 1999 to a golf course
developer who developed the golf course within Bentwater. Temco Associates
sold 233, 219 and 106 lots within Bentwater in 2001, 2000 and 1999,
respectively.
(5) Joint venture partner is an affiliate of the entity shown.
Major Properties
- ----------------
General
- -------
This section describes the major operating properties in which the
Company has an interest either directly or indirectly through joint venture
arrangements. A "negative investment" in a joint venture results from
distributions of capital to the Company, if any, exceeding the sum of (i) the
Company's contributions of capital and (ii) reported earnings (losses) of the
joint venture allocated to the Company. "Investment" in a joint venture means
the book value of the Company's investment in the joint venture.
Wildwood Office Park
- --------------------
Wildwood Office Park is a 285 acre commercial development in Atlanta,
Georgia, master planned by I.M. Pei, which includes 8 office buildings
containing 2,442,000 rentable square feet. The property is zoned for office,
institutional, commercial and residential use. Approximately 105 acres in the
park are owned by, or committed to be contributed to, Wildwood Associates (see
below), including approximately 34 acres of land held for future development.
The Company owns 100% of the 123 acre balance of the land available for future
development.
Located in Atlanta's northwest commercial district, just north of the
Interstate 285/Interstate 75 intersection, Wildwood features convenient access
to all of Atlanta's major office, commercial and residential districts. The
Wildwood complex overlooks the Chattahoochee River and borders 1,200 acres of
national forest, thus providing an urban office facility in a forest setting.
Wildwood Associates. Wildwood Associates is a joint venture formed in
1985 between the Company and IBM. The Company and IBM each have a 50% interest
in Wildwood Associates. At December 31, 2001, the Company's investment in
Wildwood Associates and a related partnership, which included the cost of the
land the Company is committed to contribute to Wildwood Associates, was a
negative investment of approximately $35,144,000.
Wildwood Associates owns the 3200 Windy Hill Road Building (687,000
rentable square feet), the 2300 Windy Ridge Parkway Building (635,000 rentable
square feet), the 2500 Windy Ridge Parkway Building (315,000 rentable square
feet), the 4100 and 4300 Wildwood Parkway Buildings (250,000 rentable square
feet in total) and the 4200 Wildwood Parkway Building (260,000 rentable square
feet). As of March 15, 2002, 2300 Windy Ridge Parkway was 99% leased, 2500 Windy
Ridge Parkway was 94% leased, and the remaining buildings were all 100% leased.
Wildwood Associates also owns 14 acres leased to two banking facilities and five
restaurants.
Other Buildings in Wildwood Office Park. Wildwood Office Park also
contains the 3301 Windy Ridge Parkway Building, a 107,000 rentable square foot
office building located on approximately 10 acres which is wholly owned by the
Company. The 3301 Windy Ridge Parkway Building was 100% leased as of March 15,
2002.
In addition, the 3100 Windy Hill Road Building, a 188,000 rentable
square foot corporate training facility, occupies a 13-acre parcel of land which
is wholly owned by the Company. The training facility improvements were sold in
1983 to a limited partnership of private investors, at which time the Company
received a leasehold mortgage note. The training facility land was
simultaneously leased to the partnership for thirty years, along with certain
equipment for varying periods. The training facility had been leased by the
partnership to IBM through November 30, 1998.
Effective January 1, 1997, the IBM lease was extended eight years
beyond its previous expiration, to November 30, 2006. Based on the economics of
the lease, the Company will receive substantially all of the economic risks and
rewards from the property through the term of the IBM lease. In addition, the
Company will receive substantially all of the future economic risks and rewards
from the property beyond the IBM lease because of the short term remaining on
the land lease (7 years as of January 1, 1997) and the large mortgage note
balance ($25.9 million as of January 1, 1997) that would have to be paid off,
with interest, in that 7 year period before the limited partnership would
receive any significant benefit. Therefore, effective January 1, 1997, the
$17,005,000 balance of the mortgage note and land was reclassified to Operating
Properties, and revenues and expenses (including depreciation) from that point
forward have been recorded as if the building were owned by the Company.
North Point
- -----------
North Point is a mixed-use commercial development located in north
central suburban Atlanta, Georgia, off of Georgia Highway 400, a six lane state
highway that runs from downtown Atlanta to the northern Atlanta suburbs. The
Company owns either directly or through a venture arrangement approximately 134
and 221 acres located on the east and west sides of Georgia Highway 400,
respectively. Development had been mainly concentrated on the land located east
of Georgia Highway 400 until July 1998 when the Company commenced construction
of the first building, AtheroGenics, on the west side. Planning and
infrastructure work has also begun for additional development on the west side
property. The east side land surrounds North Point Mall, a 1.3 million square
foot regional mall on a 100-acre site which the Company sold in 1988. The
following describes the various components of North Point.
North Point MarketCenter and Mansell Crossing Phase II. North Point
MarketCenter, which was 100% leased as of March 15, 2002, is a 517,000 square
foot retail power center (of which 401,000 square feet are owned in a venture)
located adjacent to North Point Mall. Mansell Crossing Phase II, which was 100%
leased as of March 15, 2002, is an approximately 103,000 square foot expansion
of an existing retail power center, previously developed by the Company for a
third party. These two centers are located on 49 and 13 acres of land,
respectively, at North Point. Both of these properties were contributed to the
Prudential venture in November 1998 (see Note 5).
North Point Center East. The Company owns either directly or indirectly
through a venture arrangement four office buildings located adjacent to North
Point Mall and the retail properties discussed above. 100 North Point Center
East, 200 North Point Center East, 333 North Point Center East and 555 North
Point Center East, which were completed in 1995, 1996, 1998 and 2000,
respectively, are 128,000, 130,000, 129,000 and 152,000 rentable square feet,
respectively. These four office buildings are located on 35 acres of land at
North Point. 100 and 200 North Point Center East were contributed to the
Prudential venture in November 1998 (see Note 5). 555 North Point Center East
became partially operational for financial reporting purposes in February 2000.
100, 200, 333 and 555 North Point Center East were 87%, 54%, 100% and 91%
leased, respectively, as of March 15, 2002.
AtheroGenics. The Company owns directly AtheroGenics, an approximately
50,000 rentable square foot office and laboratory building located on a 4-acre
site on the west side of Georgia Highway 400. AtheroGenics was 100% leased as of
March 15, 2002.
Other North Point Property. Approximately 24 acres of the North Point
land are ground leased in 1 to 5 acre sites to freestanding users. These 24
acres were 93% leased as of March 15, 2002.
The remaining approximately 230 developable acres at North Point are
100% owned by the Company. Approximately 13 acres of this land are located on
the east side of Georgia Highway 400 and are zoned for office use. Approximately
217 acres of the land are located on the west side of Georgia Highway 400 and
are zoned for office, institutional and light industrial use.
Other Operational Office Properties
- -----------------------------------
Inforum. In June 1999, the Company acquired Inforum, a 990,000 rentable
square foot office building in downtown Atlanta, Georgia, for $71 million by
completing a tax-deferred exchange with the proceeds ($69 million) from the sale
of the Company's 50% interest in Haywood Mall. Inforum was 97% leased as of
March 15, 2002.
101 Independence Center. In December 1996, the Company acquired 101
Independence Center, a 526,000 rentable square foot office building (including
an underground parking garage and an adjacent parking deck) located at the
intersection of Trade and Tryon Streets in the central business district of
Charlotte, North Carolina. 101 Independence Center was 97% leased as of March
15, 2002.
101 Second Street. Cousins/Myers Second Street Partners, L.L.C., a
venture formed in 1997 between the Company and Myers Second Street Company LLC
("Myers"), purchased approximately 1 acre of undeveloped land in downtown San
Francisco, California upon which 101 Second Street, an approximately 387,000
rentable square foot office building was developed. 101 Second Street became
partially operational for financial reporting purposes in April 2000 and was 98%
leased as of March 15, 2002. Myers' economic rights are limited to development
fees and certain incentive interests, which include a residual interest in the
cash flow and capital proceeds. This venture is treated as a consolidated entity
in the Company's financial statements.
AT&T Wireless Services Headquarters. On November 18, 1998, the
Company entered into Commonwealth/Cousins I, LLC (the "Venture") with
CommonWealth for the purpose of developing AT&T Wireless Services Headquarters,
a 222,000 rentable square foot office building in suburban Los Angeles,
California, which became partially operational for financial reporting purposes
in September 1999 and was 100% leased as of March 15, 2002.
CommonWealth transferred all rights in the project and in exchange
received an initial credit to its capital account of $4,980,039, which was equal
to a 49.9% interest in the Venture. The Company contributed $5,000,000 as its
capital contribution for a 50.1% interest in the Venture. The Venture entered
into a put and call agreement which CommonWealth exercised in January 2001 to
sell its entire interest for approximately $7.5 million. Upon completion of the
buyout, the Venture's name was changed to Cousins/Cerritos I, LLC, which is 100%
owned by the Company.
The Points at Waterview. In December 2000, the Company purchased The
Points at Waterview, an approximately 201,000 rentable square foot office
building in suburban Dallas, Texas. The purchase price was approximately $25.4
million which included an adjacent parcel of land on which a second building of
approximately 60,000 rentable square feet can be developed. The Points at
Waterview was 50% leased as of March 15, 2002.
Cousins/Daniel, LLC. Cousins/Daniel, LLC ("Cousins/Daniel") was formed
in 1997 between Cousins, Inc. (a wholly owned subsidiary of Cousins) and Daniel
Realty Company ("Daniel"). The purpose of this venture is to develop certain
projects proposed by Daniel and selected by the Company. Daniel's economic
rights are limited to development fees, leasing fees, management fees and
certain incentive interests. These incentive interests include a residual
interest in the cash flow and capital proceeds. All projects undertaken within
the venture are pooled for purposes of calculating the aforementioned residuals.
This venture is treated as a consolidated entity in the Company's financial
statements.
In June 1998, Cousins/Daniel acquired Lakeshore Park Plaza, an
approximately 190,000 rentable square foot office building and also purchased
the land for and commenced construction of, 600 University Park Place, an
approximately 123,000 rentable square foot office building which became
partially operational for financial reporting purposes in June 2000. Both of
these office buildings are located in Birmingham, Alabama, and were 81% and 95%
leased, respectively, as of March 15, 2002.
333 John Carlyle. In January 1998, the Company purchased the land for
and commenced construction of 333 John Carlyle, an approximately 153,000
rentable square foot office building in suburban Washington, D.C. 333 John
Carlyle became partially operational for financial reporting purposes in May
1999 and was 93% leased as of March 15, 2002.
1900 Duke Street. In January 1999, the Company purchased the land for
and commenced construction of 1900 Duke Street, an approximately 97,000 rentable
square foot office building in suburban Washington, D.C., which became partially
operational for financial reporting purposes in October 2000 and was 100% leased
as of March 15, 2002.
615 Peachtree Street. In August 1996, the Company acquired 615
Peachtree Street, a 148,000 rentable square foot 12-story downtown Atlanta
office building, located across from Bank of America Plaza. 615 Peachtree Street
was 91% leased as of March 15, 2002.
Cerritos Corporate Center - Phase II. In June 2000, the Company
commenced construction of Cerritos Corporate Center - Phase II, an approximately
105,000 rentable square foot office building in suburban Los Angeles,
California, adjacent to the Company's AT&T Wireless Services Headquarters office
building, which was 100% leased to AT&T Wireless Services as of March 15, 2002.
Cerritos Corporate Center - Phase II became fully operational for financial
reporting purposes in June 2001.
One Georgia Center. In December 2000, CP Venture Three LLC (see Note 5)
acquired One Georgia Center, an approximately 363,000 rentable square foot
office building in midtown Atlanta, Georgia. The purchase price of the building
was approximately $35.8 million, which included an adjacent parcel of land upon
which an approximately 288,000 rentable square foot building can be developed.
One Georgia Center was 90% leased as of March 15, 2002.
Bank of America Plaza. Bank of America Plaza is a 55-story,
approximately 1.3 million rentable square foot office tower designed by Kevin
Roche and is located on approximately 4 acres of land between the midtown and
downtown districts of Atlanta, Georgia. The building, which was completed in
1992, was 100% leased as of March 15, 2002. An affiliate of Bank of America
leases approximately 46% of the rentable square feet. Bank of America Plaza was
developed by CSC Associates, L.P. ("CSC"), a joint venture formed by the Company
and a wholly owned subsidiary of Bank of America, each as 50% partners.
CSC's net income or loss and cash distributions are allocated to the
partners based on their percentage interests (50% each). At December 31, 2001,
the Company's investment in CSC was approximately $86,793,000.
Charlotte Gateway Village, LLC ("Gateway"). On December 14, 1998, the
Company and a wholly owned subsidiary of Bank of America Corporation formed
Gateway for the purpose of developing and owning Gateway Village, an
approximately 1.1 million rentable square foot office building complex in
downtown Charlotte, North Carolina. Construction of Gateway Village commenced in
July 1998. The project, which is 100% leased to Bank of America Corporation with
a term of 15 years, became partially operational for financial reporting
purposes in November 2000. Gateway's net income or loss and cash distributions
are allocated to the members as follows: first to the Company so that it
receives a cumulative compounded return equal to 11.46% on its capital
contributions, second to a wholly owned subsidiary of Bank of America
Corporation until it has received an amount equal to the aggregate amount
distributed to the Company, and then 50% to each member.
In November 2001, Gateway repaid in full the existing construction loan
with proceeds from the $190 million permanent financing of Gateway Village (see
Note 4). This non-recourse mortgage note payable is fully amortizing, has an
interest rate of 6.41% and a maturity of December 1, 2016. It is also fully
exculpated and supported by the lease with Bank of America Corporation. At
December 31, 2001, the Company had an investment in Gateway of approximately
$10,828,000.
Cousins LORET Venture, L.L.C.("Cousins LORET"). Effective July 31,
1997, Cousins LORET was formed between the Company and LORET Holdings, L.L.L.P.
("LORET"), each as 50% members. LORET contributed Two Live Oak Center, a 279,000
rentable square foot office building located in Atlanta, Georgia, which was
renovated in 1997, and was 100% leased as of March 15, 2002. Two Live Oak Center
was contributed subject to a 7.90% $30 million non-recourse ten year mortgage
note payable. LORET also contributed an adjacent 4-acre site on which
construction of The Pinnacle, a 424,000 rentable square foot office building,
commenced in August 1997 and was completed in November 1998. The Pinnacle was
98% leased as of March 15, 2002. The Company contributed $25 million of cash to
Cousins LORET to match the value of LORET's agreed-upon equity. In May 1998,
Cousins LORET completed the $70 million non-recourse financing of The Pinnacle
at an interest rate of 7.11% and a term of twelve years. At December 31, 2001,
the Company had an investment in Cousins LORET of approximately $9,918,000.
285 Venture, LLC. In March 1999, the Company and a commingled trust
fund advised by J.P. Morgan Investment Management Inc. (the "J.P. Morgan Fund")
formed 285 Venture, LLC, each as 50% partners, for the purpose of developing
1155 Perimeter Center West, an approximately 362,000 rentable square foot office
building complex in Atlanta, Georgia. 1155 Perimeter Center West became
partially operational for financial reporting purposes in January 2000 and was
100% leased as of March 15, 2002. The J.P. Morgan Fund contributed the
approximately 6-acre site upon which 1155 Perimeter Center West was developed.
The land had an agreed-upon value of approximately $5.4 million which the
Company matched with a cash contribution. At December 31, 2001, the Company's
investment in 285 Venture, LLC was approximately $31,554,000.
Ten Peachtree Place. Ten Peachtree Place is a 20-story, 260,000
rentable square foot office building located in midtown Atlanta, Georgia.
Completed in 1991, this structure was designed by Michael Graves and was 100%
leased to Coca-Cola through November 30, 2001. Ten Peachtree Place was 16%
leased as of March 15, 2002. Approximately four acres of adjacent land,
currently used for surface parking, are available for future development.
Ten Peachtree Place is owned by Ten Peachtree Place Associates
("TPPA"), a general partnership between the Company (50%) and a wholly owned
subsidiary of Coca-Cola (50%). The partnership acquired the property in 1991 for
a nominal cash investment, subject to a ten-year purchase money note. The TPPA
partnership agreement generally provides that each partner is entitled to
receive 50% of cash flows from operating activities, net of note principal
amortization, through the ten-year term of the Coca-Cola lease. After the
expiration of the Coca-Cola lease, in accordance with the partnership agreement,
each partner must contribute on a 50% basis capital contributions needed for
tenant improvements and leasing commissions related to the releasing of the
building, as well as to fund any operating deficits. The cash flows from
operating activities, net of note principal amortization, will be used first to
repay these capital contributions plus 8% interest to each partner on a 50%
basis. After these capital contributions plus 8% interest are repaid in full,
the Company and its partner are entitled to receive 15% and 85% of the cash
flows (including any sales proceeds), respectively, until the two partners have
received a combined distribution of $15.3 million. Thereafter, each partner is
entitled to receive 50% of cash flows. At December 31, 2001, the Company had an
investment in Ten Peachtree Place Associates of approximately $693,000.
In December 2001, the Ten Peachtree Place Associates mortgage note was
extended in accordance with the terms of the mortgage note to December 31, 2008,
and its interest rate changed from 8% to a floating rate of LIBOR plus 0.75%.
Payments remain fixed at $204,000 a month and are applied first to interest and
then to pay down the principal balance.
CC-JM II Associates. This joint venture was formed in 1994 between the
Company and an affiliate of CarrAmerica Realty Corporation, each as 50% general
partners, to develop and own John Marshall-II, a 224,000 square foot office
building in suburban Washington, D.C. The building is 100% leased until 2011 to
Booz-Allen & Hamilton, an international consulting firm, as a part of its
corporate headquarters campus. At December 31, 2001, the Company had an
investment in CC-JM II Associates of approximately $1,998,000.
CPI/FSP I, L.P. In May 2000, CPI/FSP I, L.P., a 50% limited
partnership, was formed. 50% of the venture is owned by the Company through a
general partnership, Cousins Austin GP, Inc. (1%), and a limited partnership,
Cousins Austin, Inc. (49%). The remaining 50% is owned by a general partnership,
Fifth Street Properties - Austin, LLC (1%), and a limited partnership, Fifth
Street Properties - Austin Investor, LLC (49%), which are both owned by
CommonWealth Pacific LLC and CalPERS. CPI/FSP I, L.P. developed Austin Research
Park - Buildings III and IV, two approximately 174,000 and 184,000 rentable
square foot office buildings, respectively, in Austin, Texas, which became
partially operational for financial reporting purposes in June 2001 and
September 2001, respectively. Both buildings were 100% leased as of March 15,
2002. Additionally, the venture owns an adjacent 6-acre parcel of land for
future development of an approximately 184,000 rentable square foot office
building.
CP Venture Two LLC. On November 12, 1998, the Company entered into a
venture agreement with Prudential. On such date the Company contributed its
interest in nine properties to the venture and Prudential contributed cash (see
Note 5). The nine properties contributed included four office properties, 100
and 200 North Point Center East as discussed above, First Union Tower and
Grandview II, and one medical office property, Presbyterian Medical Plaza at
University. First Union Tower is an office building containing approximately
322,000 rentable square feet, located on one acre of land in downtown
Greensboro, North Carolina. First Union Tower was 83% leased as of March 15,
2002. Grandview II is an approximately 149,000 rentable square foot office
building in Birmingham, Alabama, which was owned by Cousins/Daniel, LLC prior to
being contributed. Grandview II was 100% leased as of March 15, 2002.
Presbyterian Medical Plaza at University, an approximately 69,000 rentable
square foot medical office building in Charlotte, North Carolina, was 100%
leased as of March 15, 2002. See "Other Retail Properties" where retail
properties contributed to the Prudential venture are discussed.
One Ninety One Peachtree Tower. One Ninety One Peachtree Tower is a
50-story, office tower located in downtown Atlanta, Georgia that was completed
in December 1990. One Ninety One Peachtree Tower, which contains 1.2 million
rentable square feet, was designed by John Burgee Architects, with Phillip
Johnson as design consultant.
One Ninety One Peachtree Tower was developed on approximately 2 acres
of land, of which approximately 1.5 acres is owned and approximately one-half
acre under the parking facility is leased for a 99-year term expiring in 2087
with a 99-year renewal option. One Ninety One Peachtree Tower was 94% leased as
of March 15, 2002.
C-H Associates, Ltd. ("C-H Associates"), a partnership formed in 1988
between CREC (49%), Hines Peachtree Associates Limited Partnership (49%) and
Peachtree Palace Hotel, Ltd. (2%), owns a 20% interest in the partnership that
owns One Ninety One Peachtree Tower. C-H Associates' 20% ownership of One Ninety
One Peachtree Tower results in an effective 9.8% ownership interest by CREC,
subject to a preference in favor of the majority partner, in the One Ninety One
Peachtree Tower project. Therefore, C-H Associates is not treated as a
consolidated entity in the Company's financial statements. The balance of the
One Ninety One Peachtree Tower project was owned by DIHC Peachtree Associates,
which was an affiliate of Dutch Institutional Holding Company, but was acquired
by Cornerstone Properties, Inc. in October 1997. In June 2000, Equity Office
Properties Trust acquired Cornerstone Properties, Inc.
Through C-H Associates, CREC received 50% of the development fees from
the One Ninety One Peachtree Tower project. In addition, CREC owns a 50%
interest in two general partnerships which receive fees from leasing and
managing the One Ninety One Peachtree Tower project.
The One Ninety One Peachtree Tower project was funded substantially by
debt until March 1993, at which time the predecessor owner contributed equity in
the amount of $145,000,000 which repaid approximately one-half of the debt.
Subsequent to the equity contribution, C-H Associates had been entitled to a
priority distribution of $250,000 per year (of which CREC was entitled to
receive $112,500) for seven years beginning in 1993 and ending in 2000. The
equity contributed is entitled to a preferred return at a rate increasing over
the first 14 years from 5.5% to 11.5% (payable after CREC's priority return); at
December 31, 2001, the cumulative undistributed preferred return was
$13,079,986. After Equity Office Properties Trust recovers its preferred return,
the partners share in any operating cash flow distributions in accordance with
their percentage interests. The project is subject to long-term debt of
approximately $141,069,602 at December 31, 2001. At December 31, 2001, the
Company had a negative investment of approximately $91,000 in the One Ninety One
Peachtree Tower project.
Operational Medical Office Properties
- -------------------------------------
Medical Office Properties. In June 1998, the Company acquired
Northside/Alpharetta I, an approximately 103,000 rentable square foot medical
office building in suburban Atlanta, Georgia. Northside/Alpharetta I was 95%
leased as of March 15, 2002. Northside/Alpharetta II, an approximately 198,000
rentable square foot medical office building in suburban Atlanta, Georgia,
became partially operational for financial reporting purposes in September 1999
and was 78% leased as of March 15, 2002. Additionally, Meridian Mark Plaza, an
approximately 161,000 rentable square foot medical office building in Atlanta,
Georgia, was 96% leased as of March 15, 2002.
Office Properties Under Development
- -----------------------------------
55 Second Street. In November 1999, the Company formed Cousins/Myers
II, LLC, a venture with Myers Bay Area Company LLC ("Myers Bay"). The venture
purchased approximately 1 acre of fully entitled undeveloped land in downtown
San Francisco, California and began development of 55 Second Street, an
approximately 379,000 rentable square foot office building which was 88% leased
as of March 15, 2002. Myers Bay's economic rights are limited to development
fees and certain incentive interests, which include a residual interest in the
cash flow and capital proceeds. The venture is treated as a consolidated entity
in the Company's financial statements.
Medical Office Properties Under Development
- -------------------------------------------
Crawford Long - CPI, LLC. In October 1999, the Company formed Crawford
Long - CPI, LLC with Emory University, each as 50% partners, for the purpose of
developing and owning the Emory Crawford Long Medical Office Tower, an
approximately 358,000 rentable square foot medical office building located in
midtown Atlanta, Georgia. The building is currently under development and in
lease-up and was 72% leased as of March 15, 2002.
Other Retail Properties
- -----------------------
Operational Retail Properties. The Company owns five retail centers
which were fully operational for financial reporting purposes as of December 31,
2001. Perimeter Expo is an approximately 291,000 square foot retail power center
(of which the Company owns approximately 176,000 square feet) in Atlanta,
Georgia which was 92% leased (Company owned) as of March 15, 2002. Presidential
MarketCenter is an approximately 490,000 square foot retail power center (of
which the Company owns approximately 374,000 square feet) in suburban Atlanta,
Georgia, which was 98% leased (Company owned) as of March 15, 2002. The Avenue
East Cobb is an approximately 225,000 square foot open-air retail specialty
center in suburban Atlanta, Georgia. The Avenue East Cobb became partially
operational for financial reporting purposes in September 1999 and was 97%
leased as of March 15, 2002. The Avenue of the Peninsula is an approximately
371,000 square foot open-air retail specialty center in Rolling Hills Estates,
California, in the greater Los Angeles metropolitan area. The Avenue of the
Peninsula became partially operational for financial reporting purposes in May
2000 and was 88% leased as of March 15, 2002. Salem Road Station is an
approximately 67,000 square foot neighborhood retail center in suburban Atlanta,
Georgia. Salem Road Station became partially operational for financial reporting
purposes in October 2000 and was 83% leased as of March 15, 2002.
CP Venture Two LLC and CP Venture Three LLC. In November 1998, the
Company contributed both Greenbrier MarketCenter and Los Altos MarketCenter, in
addition to North Point MarketCenter and Mansell Crossing II (see "North Point"
discussion), to the aforementioned Prudential venture (see Note 5). Greenbrier
MarketCenter is an approximately 493,000 square foot retail power center located
in Chesapeake, Virginia, which was 100% leased as of March 15, 2002. Los Altos
MarketCenter is an approximately 258,000 square foot retail power center (of
which the Prudential venture owns 157,000 square feet) located in Long Beach,
California, which was 100% leased as of March 15, 2002.
Mira Mesa MarketCenter, an approximately 447,000 square foot retail
power center in suburban San Diego, California, became partially operational for
financial reporting purposes in April 2000. Mira Mesa MarketCenter is owned by
CP Venture Three LLC (see Note 5) and was 100% leased as of March 15, 2002. The
Avenue Peachtree City, an approximately 167,000 square foot open-air retail
specialty center in suburban Atlanta, Georgia, became partially operational for
financial reporting purposes in April 2001. The Avenue Peachtree City is also
owned by CP Venture Three LLC (see Note 5) and was 72% leased as of March 15,
2002.
Brad Cous Golf Venture, Ltd. Effective January 31, 1998, the Company
formed the Brad Cous Golf Venture, Ltd. with W.C. Bradley Co., each as 50%
partners, for the purpose of developing and owning The Shops at World
Golf Village, an approximately 80,000 square foot retail center located
adjacent to the PGA Hall of Fame in St. Augustine, Florida. The Shops at World
Golf Village was 64% leased as of March 15, 2002. At December 31, 2001, the
Company had an investment in Brad Cous Golf Venture, Ltd. of approximately
$5,839,000.
Retail Properties Sold. On February 21, 2001, the Company sold Colonial
Plaza MarketCenter, an approximately 480,000 square foot retail center in
Orlando, Florida for $54,000,000, which was approximately $10,779,000 over the
cost of the center. Including depreciation recapture of approximately
$6,264,000, the net gain on the sale was approximately $17,043,000.
Residential Lots Under Development
As of December 31, 2001, CREC and Temco Associates owned the following
parcels of land which are being developed into residential communities ($ in
thousands):
Estimated
Total Lots Purchase
Initial on Land Money
Year Currently Lots Remaining Carrying Debt
Description Acquired Owned (1) Sold to Date Lots Value Balance
----------- -------- ---------- ------------ --------- --------- --------
CREC
Echo Mill
West Cobb County
Suburban Atlanta, GA 1994 541 518 23 $(1,256) $ -
Alcovy Woods
Gwinnett County
Suburban Atlanta, GA 1996 162 157 5 12 -
River's Call
East Cobb County
Suburban Atlanta, GA 1971-1989 100 10 90 2,586 -
The Lakes at Cedar Grove
Fulton County
Suburban Atlanta, GA 2001 745 - 745 11,178 3,000
----- --- ----- ------- ------
Total 1,548 685 863 $12,520 $3,000
===== === === ======= ======
Temco Associates
Bentwater
Paulding County
Suburban Atlanta, GA 1998 1,735(2) 558 1,177 $16,530 $ -
========\ === ===== ======= ======
(1) Includes lots sold to date.
(2) See discussion of Temco Associates below.
Land Held for Investment and Future Development
- -----------------------------------------------
In addition to the various land parcels located adjacent to operating
properties or projects under construction discussed above, the Company owns or
controls the following significant land holdings either directly or indirectly
through venture arrangements. The Company intends to convert these land holdings
to income-producing usage or to sell portions of land holdings as opportunities
arise over time.
Temco Associates. Temco Associates was formed in March 1991 as a
partnership between CREC (50%) and a subsidiary of Temple-Inland Inc. (50%).
Temco Associates has an option through March 2006, with no carrying costs, to
acquire the fee simple interest in approximately 9,100 acres in Paulding County,
Georgia (northwest of Atlanta, Georgia). The partnership also has an option to
acquire interests in a timber rights only lease covering approximately 22,000
acres. This option also expires in March 2006, with the underlying lease
expiring in 2025. The options may be exercised in whole or in part over the
option period, and the option price of the fee simple land was $1,044 per acre
at January 1, 2002, escalating at 6% on January 1 of each succeeding year during
the term of the option.
During 2001, 2000 and 1999, approximately 487, 734 and 640 acres,
respectively, of the option related to the fee simple interest was exercised. In
2001, approximately 359 acres were simultaneously sold for gross profits of
$1,902,000 and approximately 128 acres were held for sale under a three year
option to a third party. Approximately 2 acres were sold in 2001 for gross
profits of $291,000, which were a component of the 13 acres purchased in 2000
that were being held for sale or future development. In 2000, approximately 461
acres were simultaneously sold for gross profits of $1,546,000 and approximately
260 acres were acquired for the development of the Bentwater residential
community. Approximately 1,735 lots will be developed within Bentwater on an
approximate total of 1,290 acres, the remainder of which will be acquired as
needed through exercises of the option related to the fee simple interest. The
remaining 13 acres are being held for sale or future development (of which
approximately 2 acres were sold in 2001, as noted above). In 1999, approximately
466 acres were simultaneously sold for gross profits of $2,458,000 and
approximately 174 acres were acquired for development of Bentwater. The Cobb
County YMCA had a three year option to purchase approximately 38 acres out of
the total acres of the options exercised in 1998, which they exercised in
December 1999. The remaining 207 acres were deeded in early 1999 to a golf
course developer who developed the golf course within Bentwater. Temco
Associates sold 233, 219 and 106 lots within Bentwater in 2001, 2000 and 1999,
respectively.
Other Investments
- -----------------
Air Rights Near the CNN Center. The Company owns a leasehold interest
in the air rights over the approximately 365,000 square foot CNN Center parking
facility in Atlanta, Georgia, adjoining the headquarters of Turner Broadcasting
System, Inc. and Cable News Network. The air rights are developable for
additional parking or office use. The Company's net carrying value of this
interest is $0.
Supplemental Financial and Leasing Information
- ----------------------------------------------
Depreciation and amortization expense, net of minority interest's
share, include the following components for the years ended December 31, 2001
and 2000 ($ in thousands):
2001 2000
---------------------------------------- ---------------------------------------
Share of Share of
Unconsolidated Unconsolidated
Consolidated Joint Ventures Total Consolidated Joint Ventures Total
------------ -------------- ------- ------------ -------------- -------
Furniture, fixtures and
equipment $ 1,485 $ 50 $ 1,535 $ 799 $ 230 $ 1,029
Deferred financing costs -- 2 2 -- 1 1
Goodwill and related business
acquisition costs 681 -- 681 300 -- 300
Building (including tenant
first generation) 38,727 15,357 54,084 29,135 14,829 43,964
Tenant second generation 3,964 744 4,708 1,284 717 2,001
------- ------- ------- ------- ------- -------
$44,857 $16,153 $61,010 $31,518 $15,777 $47,295
======= ======= ======= ======= ======= =======
Exclusive of new developments and purchases of furniture, fixtures and
equipment, the Company had the following capital expenditures for the years
ended December 31, 2001 and 2000, including its share of unconsolidated joint
ventures ($ in thousands):
2001 2000
-------------------------- --------------------------
Office Retail Total Office Retail Total
------ ------ ------ ------ ------ -----
Second generation related costs $3,292 $290 $3,582 $3,239 $637 $3,876
Building improvements 2,484 7 2,491 907 27 934
------ ---- ------ ------ ---- ------
Total $5,776 $297 $6,073 $4,146 $664 $4,810
====== ==== ====== ====== ==== ======
Item 3. Legal Proceedings
- -----------------------------------
No material legal proceedings are presently pending by or against the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
- ---------------------------------------------------------------
No matter was submitted for a vote of the security holders during the
fourth quarter of the Registrar's fiscal year ended December 31, 2001.
Item X. Executive Officers of the Registrant
- ------------------------------------------------
The Executive Officers of the Registrant as of the date hereof are as
follows:
Name Age Office Held
---- --- -----------
Thomas G. Cousins 70 Chairman of the Board of Directors
Thomas D. Bell, Jr. 52 President, Chief Executive Officer
and Vice Chairman of the Board of
Directors
Tom G. Charlesworth 52 Executive Vice President and Chief
Investment Officer
Kelly H. Barrett 37 Senior Vice President and Chief
Financial Officer
James A. Fleming 43 Senior Vice President, General
Counsel and Secretary
Craig B. Jones 51 Senior Vice President and President
of the Office Division
John S. McColl 39 Senior Vice President - Office
Division
Joel T. Murphy 43 Senior Vice President and President
of the Retail Division
John L. Murphy 56 Senior Vice President - Office
Division
W. James Overton 55 Senior Vice President - Office
Division
R. Dary Stone 48 President - Texas
Family Relationships:
- ---------------------
Lillian C. Giornelli, Mr. Cousins' daughter, is a director of the
Company. Hugh L. McColl, Jr., John S. McColl's father, is a director of the
Company. There are no other family relationships among the current
Executive Officers or Directors.
Term of Office:
- ---------------
The term of office for all officers expires at the annual directors'
meeting, but the Board has the power to remove any officer at any time.
Business Experience:
- --------------------
Mr. Cousins has served as Chairman of the Board of the Company since
inception. He was also the Chief Executive Officer of the Company from
inception until January 2002.
Mr. Bell has served as the President and Chief Executive Officer of
the Company since January 2002. He is also Vice Chairman of the Board and
Chairman of the Executive Committee since June 2000. He was a Special
Limited Partner with Forstmann Little & Co. from January 2001 until January
2002. He was Worldwide Chairman and Chief Executive Officer of Young &
Rubicam, Inc. from January 2000 to November 2000; President and Chief
Operating Officer of Young & Rubicam, Inc. from August 1999 to December 1999;
and Chairman and Chief Executive Officer of Young & Rubicam Advertising from
September 1998 to August 1999. He was President and Chief Executive Officer of
Burson-Marsteller from May 1995 to September 1998. Mr. Bell is also a director
of Lincoln Financial Group, McLeodUSA and the United States Chamber of
Commerce.
Mr. Charlesworth joined the Company in October 992 and became Senior
Vice President, Secretary and General Counsel in November 1992 and
Executive Vice President and Chief Investment Officer in January 2001.
Prior to that he worked for certain affiliates of Thomas G. Cousins as Chief
Financial Officer and Legal Counsel.
Ms. Barrett joined the Company in October 1992 as Vice President and
Controller and became Senior Vice President - Finance of the Company in August
1997 and Chief Financial Officer in January 2001. Prior to that she was employed
by Arthur Andersen LLP as an Audit Manager.
Mr. Fleming joined the Company in July 2001 as Senior Vice President,
General Counsel and Secretary. He was a partner in the Atlanta law firm of
Fleming & Ray from October 1994 until July 2001. Prior to that he was a partner
at Long, Aldridge & Norman, where he served as Managing Partner from 1991
through 1993.
Mr. Jones joined the Company in October 1992 and became Senior Vice
President in November 1995 and President of the Office Division in September
1998. From 1987 until joining the Company, he was Executive Vice President of
New Market Companies, Inc. and affiliates.
Mr. McColl joined the Company in April 1996 as Vice President of the
Office Division. He was promoted in May 1997 to Senior Vice President. Prior
to that he was President of Hutchinson Capital Group, Inc. and an officer of
Quest Capital Corp.
Mr. Joel Murphy joined the Company in October 1992 and became Senior
Vice President of the Company and President of the Retail Division in November
1995. From 1988 until joining the Company, he was Senior Vice President of
New Market Companies, Inc. and affiliates.
Mr. John Murphy has been Senior Vice President since joining the
Company in December 1987.
Mr. Overton has been Senior Vice President since joining the Company
in September 1989. Prior to that he was employed by Hardin Construction
Group, Inc. from 1972 to 1989, where he served as President from 1985 to 1989.
Mr. Stone joined the Company in June 1999 as President of Cousins Stone
LP, a venture in which the Company owned a 50% interest from June 1999 until
July 2000, at which point the Company purchased an additional 25% interest. The
Company owned a 75% interest in Cousins Stone LP from July 2000 until February
28, 2001, when the Company purchased the remaining 25% interest. The name
Cousins Stone LP was changed to Cousins Properties Services LP in August 2001.
Mr. Stone was President and Chief Operating Officer of the Company from February
2001 to January 2002. Effective January 2002, he relinquished the positions of
President and Chief Operating Officer and assumed the position of President -
Texas. Prior to June 1999 he was founder and President of the predecessor to
Cousins Stone LP, Faison-Stone.
PART II
-------
Item 5. Market for Registrant's Common Stock and Related Security Holder
- ----------------------------------------------------------------------------
Matters
-------
The information concerning the market prices for the Registrant's
common stock and related stockholder matters appearing under the caption "Market
and Dividend Information" in the Registrant's 2001 Annual Report to Stockholders
is incorporated herein by reference.
Item 6. Selected Financial Data
- -----------------------------------
The information appearing under the caption "Five Year Summary of
Selected Financial Data" in the Registrant's 2001 Annual Report to
Stockholders is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ---------------------------------------------------------------------------
Results of Operations
---------------------
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," which appears in the Registrant's 2001 Annual Report
to Stockholders, is incorporated herein by reference.
Item 7a. Quantitative and Qualitative Disclosure about Market Risk
- ---------------------------------------------------------------------
"Quantitative and Qualitative Disclosures about Market Risk," which
appears in the Registrant's 2001 Annual Report to Stockholders, is incorporated
herein by reference.
Item 8. Financial Statements and Supplementary Data
- -------------------------------------------------------
The Consolidated Financial Statements and Notes to Consolidated
Financial Statements of the Registrant and Report of Independent Public
Accountants which appear in the Registrant's 2001 Annual Report to Stockholders
are incorporated herein by reference.
The information appearing under the caption "Selected Quarterly
Financial Information (Unaudited)" in the Registrant's 2001 Annual Report to
Stockholders is incorporated herein by reference.
Other financial statements and financial statement schedules required
under Regulation S-X are filed pursuant to Item 14 of Part IV of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- --------------------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
- --------------------------------------------------------------
The information concerning the Directors and Executive Officers of the
Registrant that is required by this Item 10, except that which is presented in
Item X in Part I above, is included under the captions "Directors and Executive
Officers of the Company" and "Section 16(A) Beneficial Ownership Reporting
Compliance" in the Proxy Statement dated March 29, 2002 relating to the 2001
Annual Meeting of the Registrant's Stockholders, and is incorporated herein by
reference.
Item 11. Executive Compensation
- ----------------------------------
The information concerning executive compensation required by this Item
11 is included under the captions "Executive Compensation" (other than the
Committee Report on Compensation) and "Compensation of Directors" in the Proxy
Statement dated March 29, 2002 relating to the 2001 Annual Meeting of the
Registrant's Stockholders is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------------------
The information concerning security ownership of certain beneficial
owners and management required by this Item 12 is included under the captions
"Directors and Executive Officers of the Company" and "Principal Stockholders"
in the Proxy Statement dated March 29, 2002 relating to the 2001 Annual Meeting
of the Registrant's Stockholders, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- ----------------------------------------------------------
The information concerning certain relationships and related
transactions required by this Item 13 is included under the caption "Certain
Transactions" in the Proxy Statement dated March 29, 2002 relating to the 2001
Annual Meeting of the Registrant's Stockholders, and is incorporated herein by
reference.
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- ----------------------------------------------------------------------------
(a) 1. Financial Statements
--------------------------
A. The following Consolidated Financial Statements of the
Registrant, together with the applicable Report of
Independent Public Accountants, are contained inthe
Registrant's 2001 Annual Report to Stockholders and are
incorporated herein by reference:
Page Number
in Annual Report
----------------
Consolidated Balance Sheets - December 31, 2001
and 2000 19
Consolidated Statements of Income for the Years Ended
December 31, 2001, 2000 and 1999 20
Consolidated Statements of Stockholders' Investment for the
Years Ended December 31, 2001, 2000 and 1999 21
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999 22
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999 23 through 40
Report of Independent Public Accountants 41
B. The following Financial Statements, together with the
applicable Report of Independent Auditors, of CSC
Associates, L.P., a joint venture of the Registrant meeting
the criteria for a significant subsidiary under the rules
and regulations of the Securities and Exchange Commission,
are filed as a part of this report.
Page Number
in Form l0-K
------------
Report of Independent Auditors F-1
Balance Sheets - December 31, 2001 and 2000 F-2
Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999 F-3
Statements of Partners' Capital for the Years Ended
December 31, 2001, 2000 and 1999 F-4
Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999 F-5
Notes to Financial Statements F-6 through
December 31, 2001, 2000 and 1999 F-10
2. Financial Statement Schedules
-----------------------------------
The following financial statement schedules, together with the
applicable report of independent public accountants are filed as a
part of this report.
Page Number
in Form l0-K
------------
A. Cousins Properties Incorporated and Consolidated Entities:
Report of Independent Public Accountants on Schedule S-6
Schedule III- Real Estate and Accumulated
Depreciation - December 31, 2001 S-7 through
S-11
B. CSC Associates, L.P.
Schedule III- Real Estate and Accumulated
Depreciation - December 31, 2001 F-11
NOTE: Other schedules are omitted because of the absence of conditions
under which they are required or because the required information
is given in the financial statements or notes thereto.
Item 14. Continued
- ---------------------
3. Exhibits
--------------
3(a)(i) Articles of Incorporation of Registrant,
as approved by the Stockholders on April 29, 1997,
filed as Exhibit B to the Registrant's Proxy
Statement dated April 29, 1997, and as amended by
the Stockholders on April 21, 1998, as filed in the
Registrant's Proxy Statement dated March 27, 1998,
and incorporated herein by reference.
3(b) By-laws of Registrant, as approved by the
Stockholders on April 30, 1990, and as further
amended by the Stockholders on April 29, 1993,
filed as Exhibit 4(b) to the Registrant's Form S-3
dated September 28, 1993, and incorporated herein
by reference.
4(a) Dividend Reinvestment Plan as restated as of March
27, 1995, filed in the Registrant's Form S-3 dated
March 27, 1995, and incorporated herein by
reference.
10(a)(i) Cousins Properties Incorporated 1989 Stock Option
Plan, as renamed the 1995 Stock Incentive Plan and
approved by the Stockholders on May 6, 1996, filed
as Exhibit A to the Registrant's Proxy Statement
dated May 6, 1996, and as amended by the
Stockholders on April 21, 1998, filed in the
Registrant's Proxy Statement dated March 27, 1998,
and incorporated herein by reference.
10(a)(ii) Cousins Real Estate Corporation Stock Appreciation
Right Plan, amended and restated as of March 15,
1993, filed as Exhibit 10(a)(ii) to the
Registrant's Form 10-K for the year ended December
31, 1992, and incorporated herein by reference.
10(a)(iii) Cousins Properties Incorporated Stock Appreciation
Right Plan, dated as of March 15, 1993, filed as
Exhibit 10(a)(iii) to the Registrant's Form 10-K
for the year ended December 31, 1992, and
incorporated herein by reference.
10(a)(iv) Cousins Properties Incorporated 1999 Incentive
Stock Plan, as amended and restated, approved by
the Stockholders on December 28, 2000, filed as
Exhibit A to the Registrant's Proxy Statement
dated December 1, 2000, and as amended and
restated, approved by the Stockholders on May 1,
2001, filed as Annex B in the Registrant's Proxy
Statement dated March 30, 2001, and incorporated
herein by reference.
10(b)(i) Cousins Properties Incorporated Profit Sharing Plan
as amended and restated effective as of January 1,
1996, filed as Exhibit 10(b)(i) to the Registrant's
Form 10-K for the year ended December 31, 1995,
and incorporated herein by reference.
10(b)(ii) Cousins Properties Incorporated Profit Sharing
Trust Agreement as effective as of January 1, 1991,
filed as Exhibit 10(b)(ii) to the Registrant's
Form 10-K for the year ended December 31, 1991,
and incorporated herein by reference.
Item 14. Continued
- ---------------------
10(d) Cousins Properties Incorporated Stock Plan for
Outside Directors, as approved by the Stockholders
on April 29, 1997, filed as Exhibit B to the
Registrant's Proxy Statement dated April 29, 1997,
and incorporated herein by reference.
10(e) Cousins Properties Incorporated Credit Agreement as
of August 31, 2001 among Cousins Properties
Incorporated, Banks (as defined), Bank of America,
N.A., as Administrative Agent, Wachovia Bank, N.A.,
as Syndication Agent and each of Bank of America
Securities LLC and Wachovia Securities, Inc., as
Joint Lead Arrangers and Joint Book Managers.
13 Annual Report to Stockholders for the year ended
December 31, 2001.
21 Subsidiaries of the Registrant.
23(a) Consent of Independent Public Accountants (Arthur
Andersen LLP).
23(b) Consent of Independent Auditors (Ernst & Young
LLP).
99.1 Letter relating to Arthur Andersen LLP
representations.
(b) Reports on Form 8-K.
--------------------------
There were no reports filed on Form 8-K in the quarter ended
December 31, 2001.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15 (d) 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)
Dated: March 25, 2002
BY: /s/ Kelly H. Barrett
--------------------------------------
Kelly H. Barrett
Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Capacity Date
- --------- -------- ----
Principal Executive Officer:
Chairman of the Board March 25, 2002
/s/ T.G. Cousins
- ----------------------------------
T. G. Cousins
Principal Financial and Accounting
Officer:
Senior Vice President and March 25, 2002
/s/ Kelly H. Barrett Chief Financial Officer
- ----------------------------------
Kelly H. Barrett
Additional Directors:
President, Chief Executive March 25, 2002
/s/ Thomas D. Bell, Jr. Officer and Vice Chairman
- ---------------------------------- of the Board
Thomas D. Bell, Jr.
/s/ Richard W. Courts Director March 25, 2002
- ----------------------------------
Richard W. Courts, II
/s/ Boone A. Knox Director March 25, 2002
- ----------------------------------
Boone A. Knox
/s/ Hugh L. McColl, Jr. Director March 25, 2002
- ----------------------------------
Hugh L. McColl, Jr.
/s/ William Porter Payne Director March 25, 2002
- ----------------------------------
William Porter Payne
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
----------------------------------------------------
To Cousins Properties Incorporated:
We have audited in accordance with auditing standards generally
accepted in the United States, the financial statements included in the Cousins
Properties Incorporated annual report to stockholders incorporated by reference
in this Form l0-K, and have issued our report thereon dated February 20, 2002.
Our audit was made for the purpose of forming an opinion on those statements
taken as a whole. The schedule listed in Item 14, Part (a) 2.A. is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 20, 2002
SCHEDULE III
(Page 1 of 5)
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
($ in thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Costs Capitalized Gross Amount at Which
Initial Cost Subsequent Carried at
to Company to Acquisition December 31, 2001
------------------- --------------------- ------------------------------------
Carrying
Costs
Buildings Less Cost Land Buildings
and Improve- of Sales and Land and Total
Description Encumbrances Land Improvements ments and Other Improvements Improvements (a)
- ----------- ------------ ---- ------------ -------- --------- ------------ ------------ -----
LAND HELD FOR INVESTMENT OR FUTURE DEVELOPMENT
- ----------------------------------------------
North Point Property -
Fulton Co., GA $ -- $ 10,294 $ -- $ 15,767 $(17,037) $ 9,024 $ -- $ 9,024
Salem Road Station
Outparcels -
Newton Co., GA -- 611 -- -- (325) 286 -- 286
Wildwood - Atlanta, GA -- 11,156 -- 4,847 (10,019) 5,984 -- 5,984
--------------------------------------------------------------------------------------------------
-- 22,061 -- 20,614 (27,381) 15,294 -- 15,294
--------------------------------------------------------------------------------------------------
Column A Column F Column G Column H Column I
-------- -------- -------- -------- --------
Life on
Which De-
preciation
In 2001
Date of Income
Deprecia- Construc- Date Statement
Description tion (a) tion Acquired Is Computed
- ----------- --------- --------- -------- -----------
LAND HELD FOR INVESTMENT OR FUTURE DEVELOPMENT
- ----------------------------------------------
North Point Property -
Fulton Co., GA $ -- -- 1970-1985 --
Salem Road Station
Outparcels -
Newton Co., GA -- -- 1999 --
Wildwood - Atlanta, GA -- -- 1971-1989 --
--------
--
--------
SCHEDULE III
(Page 2 of 5)
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
($ in thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Costs Capitalized Gross Amount at Which
Initial Cost Subsequent Carried at
to Company to Acquisition December 31, 2001
------------------- --------------------- ------------------------------------
Carrying
Costs
Buildings Less Cost Land Buildings
and Improve- of Sales and Land and Total
Description Encumbrances Land Improvements ments and Other Improvements Improvements (a)
- ----------- ------------ ---- ------------ -------- --------- ------------ ------------ -----
OPERATING PROPERTIES
- --------------------
Inforum -
Atlanta, GA $ -- $ 5,226 $ 67,370 $ 17,603 $ -- $ 5,226 $ 84,973 $ 90,199
101 Independence Center -
Charlotte, NC 45,864 11,096 62,824 4,682 -- 11,155 67,447 78,602
101 Second Street -
San Francisco, CA 88,858 11,698 -- 78,805 7,504 11,698 86,309 98,007
333 John Carlyle -
Washington, D.C. 48,960 5,371 -- 22,161 1,483 5,371 23,644 29,015
333 North Point Center East -
Fulton Co., GA -- 551 -- 11,998 809 551 12,807 13,358
555 North Point Center East -
Fulton Co., GA 32,460 368 -- 15,380 1,172 368 16,552 16,920
600 University Park Place -
Birmingham, AL 13,957 1,899 -- 16,562 1,768 1,899 18,330 20,229
615 Peachtree Street -
Atlanta, GA -- 4,740 7,229 1,466 -- 4,740 8,695 13,435
AT&T Wireless Services
Headquarters -
Los Angeles, CA -- -- -- 54,869 1,343 -- 56,212 56,212
Cerritos Corporate
Center - Phase II -
Los Angeles, CA -- -- -- 18,832 352 -- 19,184 19,184
1900 Duke Street -
Washington, D.C. -- -- -- 22,798 1,200 -- 23,998 23,998
Lakeshore Park Plaza -
Birmingham, AL 10,300 3,362 12,261 168 -- 3,362 12,429 15,791
Column A Column F Column G Column H Column I
-------- -------- -------- -------- --------
Life on
Which De-
preciation
In 2001
Date of Income
Deprecia- Construc- Date Statement
Description tion (a) tion Acquired Is Computed
- ----------- --------- --------- -------- -----------
OPERATING PROPERTIES
- --------------------
Inforum -
Atlanta, GA $ 17,887 -- 1999 25 Years
101 Independence Center -
Charlotte, NC 15,634 -- 1996 25 Years
101 Second Street -
San Francisco, CA 8,333 1998 1997 30 Years
333 John Carlyle -
Washington, D.C. 3,035 1998 1998 30 Years
333 North Point Center East -
Fulton Co., GA 3,123 1996 1996 30 Years
555 North Point Center East -
Fulton Co., GA 1,793 1998 1998 30 Years
600 University Park Place -
Birmingham, AL 1,901 1998 1998 30 Years
615 Peachtree Street -
Atlanta, GA 3,239 -- 1996 15 Years
AT&T Wireless Services
Headquarters -
Los Angeles, CA 5,418 1998 1998 30 Years
Cerritos Corporate
Center - Phase II -
Los Angeles, CA 441 1999 2001 30 Years
1900 Duke Street -
Washington, D.C. 1,065 2000 2001 30 Years
Lakeshore Park Plaza -
Birmingham, AL 1,575 -- 1998 30 Years
SCHEDULE III
(Page 3 of 5)
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
($ in thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Costs Capitalized Gross Amount at Which
Initial Cost Subsequent Carried at
to Company to Acquisition December 31, 2001
------------------- --------------------- ------------------------------------
Carrying
Costs
Buildings Less Cost Land Buildings
and Improve- of Sales and Land and Total
Description Encumbrances Land Improvements ments and Other Improvements Improvements (a)
- ----------- ------------ ---- ------------ -------- --------- ------------ ------------ -----
OPERATING PROPERTIES (Continued)
- --------------------------------
One Georgia Center -
Atlanta, GA -- 9,267 27,079 3,869 2 9,267 30,950 40,217
The Points at Waterview -
Collin Co., TX -- 2,558 22,910 279 -- 2,558 23,189 25,747
Wildwood - 3100 Windy Hill
Road - Atlanta, GA -- -- 17,005 -- -- -- 17,005 17,005
Wildwood - 3301 Windy
Ridge Parkway -
Atlanta, GA -- 20 -- 10,363 1,516 1,439 10,460 11,899
AtheroGenics -
Fulton Co., GA -- 200 -- 7,411 80 200 7,491 7,691
Meridian Mark Plaza -
Atlanta, GA 25,194 2,200 -- 22,102 1,735 2,200 23,837 26,037
Northside/Alpharetta I -
Fulton Co., GA 10,082 -- 15,577 218 -- -- 15,795 15,795
Northside/Alpharetta II -
Fulton Co., GA -- -- -- 17,081 1,012 -- 18,093 18,093
The Avenue East Cobb -
Cobb Co., GA 38,592 7,205 -- 31,937 1,882 7,205 33,819 41,024
The Avenue of the Peninsula -
Rolling Hills Estates, CA -- 4,338 17,152 60,084 7,120 4,338 84,356 88,694
Mira Mesa MarketCenter -
San Diego, CA -- 14,465 -- 33,341 2,415 14,465 35,756 50,221
North Point Stand Alone
Retail Sites -
Fulton Co., GA -- 4,559 -- 426 (1,293) 3,692 -- 3,692
Perimeter Expo -
Atlanta, GA 20,088 8,564 -- 11,181 71 8,564 11,252 19,816
Column A Column F Column G Column H Column I
-------- -------- -------- -------- --------
Life on
Which De-
preciation
In 2001
Date of Income
Deprecia- Construc- Date Statement
Description tion (a) tion Acquired Is Computed
- ----------- --------- --------- -------- -----------
OPERATING PROPERTIES (Continued)
- --------------------
One Georgia Center -
Atlanta, GA 1,975 -- 2000 30 Years
The Points at Waterview -
Collin Co., TX 1,418 -- 2000 25 Years
Wildwood - 3100 Windy Hill
Road - Atlanta, GA 3,401 1997 1997 25 Years
Wildwood - 3301 Windy
Ridge Parkway -
Atlanta, GA 5,550 1984 1984 30 Years
AtheroGenics -
Fulton Co., GA 1,429 1998 1998 30 Years
Meridian Mark Plaza -
Atlanta, GA 3,070 1997 1997 30 Years
Northside/Alpharetta I -
Fulton Co., GA 2,251 -- 1998 25 Years
Northside/Alpharetta II -
Fulton Co., GA 1,539 1998 1998 30 Years
The Avenue East Cobb -
Cobb Co., GA 5,411 1998 1998 30 Years
The Avenue of the Peninsula -
Rolling Hills Estates, CA 5,644 1998 1998 30 Years
Mira Mesa MarketCenter -
San Diego, CA 2,175 1999 1999 30 Years
North Point Stand Alone
Retail Sites -
Fulton Co., GA 173 -- 1970-1985 Various
Perimeter Expo -
Atlanta, GA 3,396 1993 1993 30 Years
SCHEDULE III
(Page 4 of 5)
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
($ in thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Costs Capitalized Gross Amount at Which
Initial Cost Subsequent Carried at
to Company to Acquisition December 31, 2001
------------------- --------------------- ------------------------------------
Carrying
Costs
Buildings Less Cost Land Buildings
and Improve- of Sales and Land and Total
Description Encumbrances Land Improvements ments and Other Improvements Improvements (a)
- ----------- ------------ ---- ------------ -------- --------- ------------ ------------ -----
OPERATING PROPERTIES (Continued)
- --------------------------------
Presidential MarketCenter -
Gwinnett Co., GA 27,895 3,956 -- 24,723 900 3,956 25,623 29,579
Salem Road Station -
Atlanta, GA -- 412 -- 5,711 430 412 6,141 6,553
Miscellaneous -- 398 145 76 (474) -- 145 145
-----------------------------------------------------------------------------------------------
362,250 102,453 249,552 494,126 31,027 102,666 774,492 877,158
-----------------------------------------------------------------------------------------------
PROJECTS UNDER CONSTRUCTION
- ---------------------------
55 Second Street -
San Francisco, CA $ -- $ 22,141 $ -- $ 63,730 $ 7,995 $ 24,318 $ 69,548 $ 93,866
The Avenue Peachtree City -
Fayette Co., GA -- 3,510 -- 21,784 1,542 3,643 23,193 26,836
Congress at Fourth -
Austin, TX -- 12,270 -- 6,819 1,042 12,764 7,367 20,131
-----------------------------------------------------------------------------------------------
-- 37,921 -- 92,333 10,579 40,725 100,108 140,833
-----------------------------------------------------------------------------------------------
RESIDENTIAL LOTS UNDER DEVELOPMENT
- ----------------------------------
Echo Mill -
Cobb Co., GA $ -- $ 5,298 $ -- $ 10,261 $(16,815) $ (1,256) $ -- $ (1,256)
Alcovy Woods -
Gwinnett Co., GA -- 1,142 -- 3,000 (4,130) 12 -- 12
River's Call -
Cobb Co., GA -- 1,059 -- 4,459 (2,932) 2,586 -- 2,586
The Lakes at Cedar Grove -
Fulton Co., GA 3,000 4,720 -- 6,189 269 11,178 -- 11,178
-----------------------------------------------------------------------------------------------
3,000 12,219 -- 23,909 (23,608) 12,520 -- 12,520
-----------------------------------------------------------------------------------------------
$365,250 $174,654 $249,552 $630,982 $ (9,383) $171,205 $874,600 $1,045,805
===============================================================================================
Column A Column F Column G Column H Column I
-------- -------- -------- -------- --------
Life on
Which De-
preciation
In 2001
Date of Income
Deprecia- Construc- Date Statement
Description tion (a) tion Acquired Is Computed
- ----------- --------- --------- -------- -----------
OPERATING PROPERTIES (Continued)
- --------------------
Presidential MarketCenter -
Gwinnett Co., GA 4,783 1993-2000 1993 30 Years
Salem Road Station -
Atlanta, GA 244 1999 1999 30 Years
Miscellaneous 136 -- 1977-1984 Various
--------
106,039
--------
PROJECTS UNDER CONSTRUCTION
- ---------------------------
55 Second Street -
San Francisco, CA $ -- 1999 1999 --
The Avenue Peachtree City -
Fayette Co., GA -- 1999 1999 30 Years
Congress at Fourth -
Austin, TX -- 2001 2001 --
--------
--
--------
RESIDENTIAL LOTS UNDER DEVELOPMENT
- ----------------------------------
Echo Mill -
Cobb Co., GA $ -- 1994 1994 --
Alcovy Woods -
Gwinnett Co., GA -- 1996 1996 --
River's Call -
Cobb Co., GA -- 2000 1971-1989 --
The Lakes at Cedar Grove -
Fulton Co., GA -- 2001 2001 --
--------
--
--------
$106,039
========
SCHEDULE III
(Page 5 of 5)
COUSINS PROPERTIES INCORPORATED AND CONSOLIDATED ENTITIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
($ in thousands)
NOTES:
(a) Reconciliations of total real estate carrying value and accumulated
depreciation for the three years ended December 31, 2001 are as
follows:
Real Estate Accumulated Depreciation
-------------------------------- ----------------------------
2001 2000 1999 2001 2000 1999
---- ---- ---- ---- ---- ----
Balance at beginning of period $ 954,480 $768,783 $462,047 $ 70,032 $35,929 $23,422
Additions during the period:
Improvements and other
capitalized costs 132,023 213,783 350,114 -- -- --
Provision for depreciation -- -- -- 36,007 34,103 12,507
-------------------------------- ----------------------------
132,023 213,783 350,114 36,007 34,103 12,507
-------------------------------- ----------------------------
Deductions during the period:
Cost of real estate contributed -- -- -- -- -- --
Cost of real estate sold (40,698) (28,086) (43,378) -- -- --
-------------------------------- ----------------------------
(40,698) (28,086) (43,378) -- -- --
-------------------------------- ----------------------------
Balance at close of period $1,045,805 $954,480 $768,783 $106,039 $70,032 $35,929
================================ ============================
REPORT OF INDEPENDENT AUDITORS
------------------------------
To the Partners of
CSC Associates, L.P. (A Limited Partnership)
We have audited the accompanying balance sheets of CSC Associates, L.P. (the
Partnership) as of December 31, 2001 and 2000, and the related statements of
operations, partners' capital, and cash flows for each of the three years in the
period ended December 31, 2001. Our audits also include the financial statement
schedule of CSC Associates, L.P. listed in the Index at Item 14(a). These
financial statements and schedule are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion. In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CSC Associates, L.P.
as of December 31, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
ERNST & YOUNG LLP
Atlanta, Georgia
February 1, 2002, except for Note 7 for which
the date is March 15, 2002
CSC ASSOCIATES, L.P.
--------------------
BALANCE SHEETS
--------------
DECEMBER 31, 2001 AND 2000
--------------------------
($ in thousands)
ASSETS
------
2001 2000
------- --------
REAL ESTATE ASSETS:
Building and improvements, including land and
land improvements of $22,818 in 2001 and 2000 $223,187 $223,687
Accumulated depreciation (65,710) (58,678)
-------------------
157,477 165,009
-------------------
CASH AND CASH EQUIVALENTS 1,662 982
-------------------
NOTE RECEIVABLE (Note 4) 66,007 68,789
-------------------
OTHER ASSETS:
Deferred expenses, net of accumulated amortization
of $868 and $772 in 2001 and 2000, respectively 639 822
Straight-line rent, interest and other receivables
(Note 3) 11,282 11,558
Furniture, fixtures and equipment, net of accumulated
depreciation of $75 and $80 in 2001 and 2000,
respectively 51 69
Other, net of accumulated amortization of $222 and $181
in 2001 and 2000 (Note 6) 801 842
-------------------
Total other assets 12,773 13,291
-------------------
$237,919 $248,071
===================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
NOTE PAYABLE (Note 4) $ 66,007 $ 68,789
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2,975 2,199
-------------------
Total liabilities 68,982 70,988
-------------------
PARTNERS' CAPITAL (Note 1) 168,937 177,083
-------------------
$237,919 $248,071
===================
The accompanying notes are an integral part of these balance sheets.
CSC ASSOCIATES, L.P.
--------------------
STATEMENTS OF OPERATIONS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
----------------------------------------------------
($ in thousands)
2001 2000 1999
------- ------- -------
REVENUES:
Rental income and recovery of expenses
charged directly to specific tenants $39,948 $39,339 $38,585
Interest income (Note 4) 4,306 4,478 4,639
---------------------------
Total revenues 44,254 43,817 43,224
---------------------------
EXPENSES:
Real estate taxes 4,222 4,133 3,856
Management and personnel costs 1,958 1,867 1,762
Cleaning 1,473 1,475 1,453
Utilities 826 813 874
Contract security 627 517 536
Repairs and maintenance 486 456 465
Elevator 355 337 340
Parking 279 276 286
General and administrative expenses 173 75 80
Grounds maintenance 135 129 138
Insurance 115 110 103
Marketing and other expenses 63 63 43
Interest expense (Note 4) 4,306 4,478 4,639
Depreciation and amortization 7,662 7,710 7,694
---------------------------
Total expenses 22,680 22,439 22,269
---------------------------
NET INCOME $21,574 $21,378 $20,955
===========================
The accompanying notes are an integral part of these statements.
CSC ASSOCIATES, L.P.
--------------------
STATEMENTS OF PARTNERS' CAPITAL (NOTE 1)
----------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
----------------------------------------------------
($ in thousands)
BALANCE, December 31, 1998 $190,210
Net income 20,955
Distributions (27,480)
--------
BALANCE, December 31, 1999 183,685
Net income 21,378
Distributions (27,980)
--------
BALANCE, December 31, 2000 177,083
Net income 21,574
Distributions (29,720)
--------
BALANCE, December 31, 2001 $168,937
========
The accompanying notes are an integral part of these statements.
CSC ASSOCIATES, L.P.
--------------------
STATEMENTS OF CASH FLOWS
------------------------
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
----------------------------------------------------
($ in thousands)
2001 2000 1999
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $21,574 $21,378 $20,955
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 7,662 7,710 7,694
Effect of recognizing rental revenues
on a straight-line basis 362 207 15
Change in other receivables and
other assets 109 130 (170)
Change in accounts payable and
accrued liabilities related to operations 775 (1,015) 27
-------------------------------
Net cash provided by operating activities 30,482 28,410 28,521
-------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to building and improvements (54) (1,604) (178)
Collection of note receivable 2,782 2,610 2,450
Payments for furniture, fixtures and equipment and
deferred expenses (28) (113) (335)
-------------------------------
Net cash provided by investing activities 2,700 893 1,937
-------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable (2,782) (2,610) (2,450)
Partnership distributions (29,720) (27,980) (27,480)
Net cash used in financing activities (32,502) (30,590) (29,930)
NET INCREASE (DECREASE) IN CASH 680 (1,287) 528
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 982 2,269 1,741
-------------------------------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 1,662 $ 982 $ 2,269
===============================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for interest $ 4,314 $ 4,485 $ 4,646
===============================
The accompanying notes are an integral part of these statements.
CSC ASSOCIATES, L.P.
--------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 2001, 2000 AND 1999
--------------------------------
1. FORMATION OF THE PARTNERSHIP AND TERMS OF THE PARTNERSHIP AGREEMENT
-------------------------------------------------------------------
CSC Associates, L.P. ("CSC" or the "Partnership") was formed under the
terms of a Limited Partnership Agreement dated September 29, 1989 and by the
filing of its Certificate of Limited Partnership on October 27, 1989. C&S
Premises, Inc. ("Premises") and Cousins Properties Incorporated ("CPI") each own
a 1% general partnership and a 49% limited partnership interest in the
Partnership. Premises is a wholly owned subsidiary of NB Holdings Corporation,
which is a wholly owned subsidiary of Bank of America. In 1996 Premises
transferred its 1% general partnership interest in the partnership to C&S
Premises-SPE, Inc., a wholly owned subsidiary of Premises. The Partnership was
formed for the purpose of developing and owning a 1.4 million gross square foot
office tower in downtown Atlanta, Georgia (the "Building"), which is the Atlanta
headquarters of Bank of America Corporation.
The Partnership Agreement and related documents (the "Agreements")
contain among other provisions, the following:
a. CPI is the Managing Partner.
b. CPI is obligated to contribute a total of $18.2 million cash
to the Partnership, all of which has been contributed. Premises is obligated to
contribute land parcels to the Partnership having an aggregate agreed upon value
of $18.2 million, all of which has been contributed, which property value, in
the opinion of the partners, was equal to the estimated fair market value of the
land at the time of formation of the Partnership. The value of the property
contributed by Premises was recorded on the Partnership's books at an amount
equal to the cash contributed by CPI for an equal (50%) partnership interest. In
October 1993, the partners each contributed an additional $86.7 million.
c. No interest is earned on partnership capital.
d. Net income or loss and cash distributions are allocated
to the partners based on their percentage interests (50% each).
2. SIGNIFICANT ACCOUNTING POLICIES
------------------------------
Capitalization Policies
- -----------------------
All costs related to planning, developing and constructing the Building
plus expenditures for the Building prior to the date it became operational for
financial statement purposes have been capitalized. Interest expense,
amortization of financing costs, and real estate taxes were also capitalized
while the Building was under development.
Depreciation and Amortization
- -----------------------------
Real estate assets are carried at cost. Depreciation of the Building
commenced on the date the Building became operational for financial reporting
purposes, and the Building is being depreciated over 40 years. Leasehold and
tenant improvements are amortized over the life of the related lease or the
useful life of the asset, whichever is shorter. Furniture, fixtures, and
equipment are depreciated over 5 years. Deferred expenses, which include certain
marketing and leasing costs and deferred operating expenses which are being
passed through to the tenants, are amortized over the period of estimated
benefit. The straight-line method is used for all depreciation and amortization.
Income Taxes
- ------------
No provision has been made for federal or state income taxes because
each partner's proportionate share of income or loss from the Partnership will
be passed through to be included on each partner's separate tax return.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents include all cash and highly liquid money
market instruments. Highly liquid money market instruments include securities
and repurchase agreements with original maturities of three months or less or
money market mutual funds.
Long-Lived Assets
- -----------------
Long-lived assets include property, equipment and other assets which
are held and used by an entity. These assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The carrying value of long-lived assets is
periodically reviewed by management, and impairment losses, if any, are
recognized when the expected undiscounted future operating cash flows derived
from such assets are less than their carrying value. Management believes no such
impairments have occurred during any of the periods presented.
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 establishes
new rules for measuring impairment of long-lived assets and accounting for
discontinued operations. The Partnership adopted the standard effective January
1, 2002 and does not believe the standard will have a significant impact on its
financial statements.
Rental Income
- -------------
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 13, income on leases which include increases in rental rates over the lease
term (other than scheduled increases based on the Consumer Price Index) is
recognized on a straight-line basis.
Allowance for Doubtful Accounts
- -------------------------------
From time to time, the Partnership evaluates the need to establish an
allowance for doubtful accounts based on a review of specific receivables. As of
December 31, 2001 and 2000, there is no allowance for doubtful accounts included
in the accompanying Balance Sheets.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
Reclassifications
- -----------------
Certain 1999 and 2000 balances have been reclassified to conform with
2001 presentation.
3. LEASES
------
The Partnership has leased office space to NB Holdings Corporation, as
well as to unrelated third parties. The lease with NB Holdings Corporation was
negotiated at rates comparable to those quoted to third parties. The leases
contain escalation provisions and provisions requiring tenants to pay a pro rata
share of operating expenses. The leases typically include renewal options and
all are classified and accounted for as operating leases.
At December 31, 2001, future minimum rentals to be received under
existing non-cancelable leases, excluding tenants' current pro rata share of
operating expenses, are as follows ($ in thousands):
Lease Leases
With With
NB Holdings Third
Corporation Parties Total
----------- ------- --------
2002 $ 13,936 $16,666 $ 30,602
2003 14,166 16,751 30,917
2004 14,166 15,359 29,525
2005 14,166 14,869 29,035
2006 14,166 15,049 29,215
Subsequent to 2006 83,706 18,500 102,206
-------------------------------------
$154,306 $97,194 $251,500
=====================================
In the year ended December 31, 2001 and 2000, income which would have
accrued in accordance with the lease terms exceeded income recognized on a
straight-line basis by $362,000 and $207,000, respectively. At December 31, 2001
and 2000, receivables which related to the cumulative excess of revenues
recognized in accordance with SFAS No. 13 over revenues which accrued in
accordance with the actual lease agreements totaled approximately $10,250,000
and $10,612,000, respectively. Of that amount, 14% was related to leases with NB
Holdings Corporation and approximately 38% and 34% was related to each of two
professional services firms, respectively. At December 31, 2001, NB Holdings
Corporation leased approximately 46% and two professional services firms leased
approximately 18% and 17%, respectively, of the net rentable space of the
Building.
4. NOTE PAYABLE AND NOTE RECEIVABLE
--------------------------------
On February 6, 1996, the Partnership issued $80 million of 6.377%
collateralized notes (the "Notes"). The Notes amortize in equal monthly
installments of $590,680 based on a 20 year amortization schedule, and mature
February 15, 2011. The Notes are non-recourse obligations of the Partnership and
are secured by a Deed to Secure Debt, Assignment of Rents and Security Agreement
covering the Partnership's interest in the Building (see Note 7).
The Partnership has loaned the $80 million proceeds of the Notes to CPI
under a non-recourse loan (the "CPI Loan") secured by CPI's Partnership
interests under the same payment terms as those of the Notes. CPI paid all costs
of issuing the Notes and the CPI Loan, including a $400,000 fee to an affiliate
of Bank of America. In addition, CPI pays a monthly fee to an affiliate of Bank
of America of .025% of the outstanding principal balance of the Notes. These
fees totaled approximately $203,000 and $211,000 in 2001 and 2000, respectively.
The estimated fair value of both the note payable and related note
receivable at December 31, 2001 and 2000 was $64 million and $66 million,
respectively, which was calculated by discounting future cash flows under the
notes at estimated rates at which similar notes would be made currently.
The maturities of the Notes at December 31, 2001 are as follows (in
thousands):
2002 $ 2,965
2003 3,159
2004 3,367
2005 3,588
2006 3,823
Subsequent to 2006 49,105
-------
$66,007
=======
5. RELATED PARTIES
---------------
The Partnership engaged CPI and an affiliate of CPI to manage, develop
and lease the Building. During 2001, 2000 and 1999, fees to CPI and its
affiliate incurred by the Partnership were as follows ($ in thousands):
2001 2000 1999
------ ------ ------
Development and tenant construction fees $ -- $ -- $ 27
Leasing and procurement fees 303 109 63
Management fees 1,007 990 959
-----------------------------
$1,310 $1,099 $1,049
=============================
6. PARKING AGREEMENT
-----------------
On February 7, 1996, CSC entered into a 25 year Cross Parking License
Agreement ("Parking Agreement") with the North Avenue Presbyterian Church
("NAPC") which allows CSC the use of 200 parking spaces in NAPC's parking deck
which is located adjacent to NAPC. The agreement commenced on October 1, 1996.
CSC paid a $1,000,000 contribution toward the construction cost of the parking
deck as consideration for the Parking Agreement. The $1,000,000 contribution
plus additional costs of approximately $23,000 are included in Other Assets and
are being amortized over the 25 year life of the Parking Agreement. NAPC may
reduce the number of parking spaces available to the Partnership or may
terminate the Parking Agreement under certain conditions after the sixth year,
at which time a partial refund of the $1,000,000 would be due to CSC. In
addition, CSC is responsible for the maintenance of the parking deck and the
payment of the related operating expenses.
7. SUBSEQUENT EVENT
----------------
On February 22, 2002, the Partnership completed a $150 million
non-recourse mortgage note payable with an interest rate of 6.9575%. This
non-recourse mortgage note payable amortizes in equal monthly installments of
$1,056,105 based on a 20 year amortization schedule and matures March 1, 2012.
This non-recourse mortgage note payable is secured by a Deed to Secure Debt,
Assignment of Rents and Security Agreement covering the Partnership's interest
in the Building.
The Partnership has loaned the $150 million proceeds to CPI under a
non-recourse loan (the "CPI New Loan") secured by CPI's Partnership interests
under the same payment terms as those of the CPI New Loan. CPI paid all costs of
issuing the CPI New Loan, including a $750,000 fee to an affiliate of Bank of
America.
On March 15, 2002, $65,873,925 of the proceeds from this financing was
used to pay off in full the Notes (see Note 4). The $65,873,925 included
$65,525,710 for the payoff of the principal balance as of February 15, 2002 (the
last payment date of the Notes) and $348,215 for accrued interest from February
15, 2002 through March 14, 2002. The existing non-recourse loan from CPI, which
is secured by CPI's interest in CSC under the same payment terms as those of the
Notes, was also repaid in full.In connection with the prepayment in full of
the Notes, CPI paid a prepayment premium in the amount of $2,871,925.
SCHEDULE III
CSC ASSOCIATES, L.P.
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
($ in thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Costs Capitalized Gross Amount at Which
Initial Cost Subsequent Carried at
to Company to Acquisition December 31, 2001
------------------- --------------------- ------------------------------------
Carrying
Costs
Buildings Less Cost Land Buildings
and Improve- of Sales and Land and Total
Description Encumbrances Land Improvements ments and Other Improvements Improvements (a)
- ----------- ------------ ---- ------------ -------- --------- ------------ ------------ -----
Bank of America Plaza
Atlanta, Georgia $ -- $18,200 $ -- $184,668 $10,449 $22,818 $200,369 $223,187
==============================================================================================
Column A Column F Column G Column H Column I
-------- -------- -------- -------- --------
Life on
Which De-
preciation
In 2001
Date of Income
Deprecia- Construc- Date Statement
Description tion (a) tion Acquired Is Computed
- ----------- --------- --------- -------- -----------
Bank of America Plaza
Atlanta, Georgia $65,710 1990-1992 1990 5-40
=======
NOTE: (a) Reconciliations of total real estate carrying value and accumulated
depreciation for the three years ended December 31, 2001 are as
follows:
Real Estate Accumulated Depreciation
---------------------------------- -------------------------------
2001 2000 1999 2001 2000 1999
Balance at beginning of period $223,687 $222,436 $222,421 $58,678 $51,399 $43,942
Improvements and other capitalized costs 54 1,604 178 -- -- --
Write-offs of improvements and other capitalized costs (554) (353) (163) (554) (353) (163)
Provision for depreciation -- -- -- 7,586 7,632 7,620
---------------------------------- -------------------------------
Balance at end of period $223,187 $223,687 $222,436 $65,710 $58,678 $51,399
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