SEC Comment Letter for COUSINS PROPERTIES INC (CUZ) (CIK 0000025232) (CUZ) — Mar 26, 2014
COUSINS PROPERTIES INC (CUZ) (CIK 0000025232)
Date: March 26, 2014 · CIK: 0000025232 · Accession: 0000000000-14-015164
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-11312
Referenced dates: May 5, 2011
Letter
March 2 6, 2014 Via E -mail Gregg D. Adzema Executive Vice President and 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 fiscal year ended December 31, 2013 Filed February 13, 2014 File No. 001-11312
Dear Mr. Adzema :
We have reviewed your filing an d 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 ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the req uested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide i n response to these comments, we may have additional comments.
Item 2. Properties, page 13
1. We note your response to comment 1 of our comment letter dated May 5, 2011, and we note that you have identified the annualized base rent for your off ice and retail portfolios on page 14. We also note that, according to footnote (3), these annualized base rent figures do not reflect effective rents as adjusted for items such as free rent concessions. In future Exchange Act periodic reports, please pro vide disclosure reflecting the quantitative impact of these adjustments , to the extent that your annualized rent figures do not reflect these items , or advise.
Gregg D. Adzema Cousins Properties Incorporated March 2 6, 2014 Page 2
Lease Expirations, page 15
2. We note your tabular disclosure regarding the lease expirations for your office and retail portfolios. In future Exchange Act periodic reports, for each of the years disclosed, please also identify the number of tenants whose leases will expire and the percentage of gross annual rent represented by the expiring leases.
Item 7. Management’s Discussion and Analysis of Financial Condition . . . , page 21
3. In future Exchange Act periodic reports, please compare the rents on new and renewed leases to the prior rents or advise.
Capital Expenditures, page 38
4. We note your disclosure here of tenant improvement and leasing costs for your entire portfolio on a per square foot basis for the year. In future Exchange Act periodic reports, please separately include this disclosure for both renewals and new leases.
Item 10. Dire ctors, Executive Officers and Corporate Governance, page 43
5. We note that Item 10 of Form 10 -K also requires the disclosure of the information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S -K. While we note th at your definitive proxy state ment includes this disclosure, it does not appear to be incorporated by reference into your Form 10 -K. In future Exchange Act periodic reports, please indicate that this information will be incorporated by reference from your proxy statement or disclose t he information here.
Item 11. Executive Compensation, page 44
6. We note that Item 11 of Form 10 -K requires the disclosure of the information required by Items 407(e)(4) and 407(e)(5) of Regulation S -K. While we note that you include this disclosure in yo ur definitive proxy statement, it does not appear to be incorporated by reference into your Form 10 -K. In future Exchange Act periodic reports, please indicate that this information will be incorporated by reference from your proxy statement or disclose t he information here.
We urge all persons who are responsible for the accuracy and 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 Exchange Act rules req uire. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Gregg D. Adzema Cousins Properties Incorporated March 2 6, 2014 Page 3
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; 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.
Please contact Beth Frohlichstein, Staff Attorney, at (202) 551 -3789 or me at (202) 551 - 3585 with any questions.
Sincerely,
/s/ Stacie D. Gorman
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March 2 6, 2014 Via E -mail Gregg D. Adzema Executive Vice President and 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 fiscal year ended December 31, 2013 Filed February 13, 2014 File No. 001-11312 Dear Mr. Adzema : We have reviewed your filing an d 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 ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the req uested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide i n response to these comments, we may have additional comments. Item 2. Properties, page 13 1. We note your response to comment 1 of our comment letter dated May 5, 2011, and we note that you have identified the annualized base rent for your off ice and retail portfolios on page 14. We also note that, according to footnote (3), these annualized base rent figures do not reflect effective rents as adjusted for items such as free rent concessions. In future Exchange Act periodic reports, please pro vide disclosure reflecting the quantitative impact of these adjustments , to the extent that your annualized rent figures do not reflect these items , or advise. Gregg D. Adzema Cousins Properties Incorporated March 2 6, 2014 Page 2 Lease Expirations, page 15 2. We note your tabular disclosure regarding the lease expirations for your office and retail portfolios. In future Exchange Act periodic reports, for each of the years disclosed, please also identify the number of tenants whose leases will expire and the percentage of gross annual rent represented by the expiring leases. Item 7. Management’s Discussion and Analysis of Financial Condition . . . , page 21 3. In future Exchange Act periodic reports, please compare the rents on new and renewed leases to the prior rents or advise. Capital Expenditures, page 38 4. We note your disclosure here of tenant improvement and leasing costs for your entire portfolio on a per square foot basis for the year. In future Exchange Act periodic reports, please separately include this disclosure for both renewals and new leases. Item 10. Dire ctors, Executive Officers and Corporate Governance, page 43 5. We note that Item 10 of Form 10 -K also requires the disclosure of the information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S -K. While we note th at your definitive proxy state ment includes this disclosure, it does not appear to be incorporated by reference into your Form 10 -K. In future Exchange Act periodic reports, please indicate that this information will be incorporated by reference from your proxy statement or disclose t he information here. Item 11. Executive Compensation, page 44 6. We note that Item 11 of Form 10 -K requires the disclosure of the information required by Items 407(e)(4) and 407(e)(5) of Regulation S -K. While we note that you include this disclosure in yo ur definitive proxy statement, it does not appear to be incorporated by reference into your Form 10 -K. In future Exchange Act periodic reports, please indicate that this information will be incorporated by reference from your proxy statement or disclose t he information here. We urge all persons who are responsible for the accuracy and 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 Exchange Act rules req uire. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Gregg D. Adzema Cousins Properties Incorporated March 2 6, 2014 Page 3 In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; 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. Please contact Beth Frohlichstein, Staff Attorney, at (202) 551 -3789 or me at (202) 551 - 3585 with any questions. Sincerely, /s/ Stacie D. Gorman Stacie Gorman Staff Attorney