SEC Comment Letter for COUSINS PROPERTIES INC (CUZ) (CIK 0000025232) (CUZ) — May 5, 2011
COUSINS PROPERTIES INC (CUZ) (CIK 0000025232)
Date: May 5, 2011 · CIK: 0000025232 · Accession: 0000000000-11-028099
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-11312
Letter
May 5, 2011 Mr. Gregg D. Adzema Executive Vice President, Chief Financial Officer Cousins Properties Incorporated 191 Peachtree Street NE, Suite 500 Atlanta, Georgia 30303-1740 Re: Cousins Properties Incorporated Form 10-K for the year ended 12/31/2010 Filed on 2/28/2011 File No. 001-11312
Dear Mr. Gregg D. Adzema: We have reviewed your filings and have the following comments. In some of our comments we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010
Item 2. Properties, page 17
1. In your future Exchange Act periodic repor ts, please include di sclosure regarding your office, retail and industr ial portfolios average effec tive annual rents. If the average rent figure does not reflect effective re nts, adjusted for items such as free rent periods, please provide disclosure refl ecting the quantitative impact of these adjustments.
Gregg D. Adzema Cousins Properties Incorporated May 5, 2011 Page 2 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations
2. We note your discussion of your leasing ac tivity. In your future Exchange Act periodic reports, please provide disclosure regarding rental rate trends on renewed leases. Please also include disclosure rega rding the costs of leasing activity, such as per square foot leasing commi ssions and tenant improvements. 3. Please advise us whether management cons iders same store operating information a key performance indicator. We may have further comments. 4. We note that you disposed of several prope rties in 2010. In future Exchange Act periodic reports, please provide disclo sure regarding the weighted average capitalization rates on your dispositions and acquisitions during the reporting period. Please disclose how you calculate cap italization rates fo r these purposes. 5. We note that you have significant capitalized expenditures in the past due to new development and redevelopment and we also note that you have developed most of your current properties. In future filings please include additional analysis of your capitalized expenditures by breaking down total capital expenditures between new development, redevelopment/expansions and other cap-ex by year. In addition please provide a narrative discussion for fluctuations from year to year and expectations for the future. 6. In addition to the above comment we would like you to disclose soft costs (payroll, interest, etc.) capital ized by type and by year. We th ink this disclosure should be included with the above requested disclosure related to the brea kdown of capitalized expenditures with a narrative disc ussion of significant fluctuations.
Financial Statements and Notes
Note 3 – Notes Payable, Co mmitments and Contingencies
Litigation, page F-15
7. We note that you have concluded that it is not expected that th e outcome of pending legal proceedings will have a material adverse impact on your financial position or results of operations. The language you us e to describe loss contingencies is not contemplated by Topic 450 of the Financ ial Accounting Standards Codification. Please revise your disclosure to clarify wh ether you believe it is probable, reasonably possible or remote that losses could be mate rial. In your respons e, please provide us the disclosure you will include in futu re filings to address this issue.
Gregg D. Adzema Cousins Properties Incorporated May 5, 2011 Page 3 We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3486 if you have questions regarding comments on the financ ial statements and related matters. Please contact Kristina Aberg at ( 202) 551 - 3404 or Michael McTier nan at (202) 551 – 3852 with any other questions. Sincerely, Daniel L. Gordon Branch Chief
Show Raw Text
May 5, 2011
Mr. Gregg D. Adzema
Executive Vice President, Chief Financial Officer
Cousins Properties Incorporated 191 Peachtree Street NE, Suite 500 Atlanta, Georgia 30303-1740
Re: Cousins Properties Incorporated
Form 10-K for the year ended 12/31/2010
Filed on 2/28/2011 File No. 001-11312
Dear Mr. Gregg D. Adzema:
We have reviewed your filings and have the following comments. In some of our
comments we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing the information you provide in response to these comments, we may
have additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010
Item 2. Properties, page 17
1. In your future Exchange Act periodic repor ts, please include di sclosure regarding
your office, retail and industr ial portfolios average effec tive annual rents. If the
average rent figure does not reflect effective re nts, adjusted for items such as free rent
periods, please provide disclosure refl ecting the quantitative impact of these
adjustments.
Gregg D. Adzema
Cousins Properties Incorporated May 5, 2011 Page 2 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
2. We note your discussion of your leasing ac tivity. In your future Exchange Act
periodic reports, please provide disclosure regarding rental rate trends on renewed
leases. Please also include disclosure rega rding the costs of leasing activity, such as
per square foot leasing commi ssions and tenant improvements.
3. Please advise us whether management cons iders same store operating information a
key performance indicator. We may have further comments.
4. We note that you disposed of several prope rties in 2010. In future Exchange Act
periodic reports, please provide disclo sure regarding the weighted average
capitalization rates on your dispositions and acquisitions during the reporting period.
Please disclose how you calculate cap italization rates fo r these purposes.
5. We note that you have significant capitalized expenditures in the past due to new
development and redevelopment and we also note that you have developed most of
your current properties. In future filings please include additional analysis of your
capitalized expenditures by breaking down total capital expenditures between new
development, redevelopment/expansions and other cap-ex by year. In addition please
provide a narrative discussion for fluctuations from year to year and expectations for
the future.
6. In addition to the above comment we would like you to disclose soft costs (payroll,
interest, etc.) capital ized by type and by year. We th ink this disclosure should be
included with the above requested disclosure related to the brea kdown of capitalized
expenditures with a narrative disc ussion of significant fluctuations.
Financial Statements and Notes
Note 3 – Notes Payable, Co mmitments and Contingencies
Litigation, page F-15
7. We note that you have concluded that it is not expected that th e outcome of pending
legal proceedings will have a material adverse impact on your financial position or
results of operations. The language you us e to describe loss contingencies is not
contemplated by Topic 450 of the Financ ial Accounting Standards Codification.
Please revise your disclosure to clarify wh ether you believe it is probable, reasonably
possible or remote that losses could be mate rial. In your respons e, please provide us
the disclosure you will include in futu re filings to address this issue.
Gregg D. Adzema
Cousins Properties Incorporated May 5, 2011 Page 3 We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3486 if you
have questions regarding comments on the financ ial statements and related matters. Please
contact Kristina Aberg at ( 202) 551 - 3404 or Michael McTier nan at (202) 551 – 3852 with
any other questions.
Sincerely,
Daniel L. Gordon Branch Chief