CUZ Cousins Properties Inc

Cousins Properties Incorporated (NYSE:CUZ) today reported its results of operations for the three and nine months ended September 30, 2006. All per share amounts are reported on a diluted basis; basic per share data is included in the Consolidated Statements of Income accompanying this release. Funds from Operations to Common Stockholders (�FFO�) was $13.9 million, or $0.26 per share, for the third quarter of 2006, after a supplemental adjustment to exclude loss on extinguishment of debt. This compares to FFO of $17.0 million, or $0.33 per share, for the third quarter of 2005. FFO was $46.9 million, or $0.90 per share, for the nine months ended September 30, 2006, after a supplemental adjustment to exclude loss on extinguishment of debt. This compares to FFO of $50.9 million, or $0.98 per share, for the nine months ended September 30, 2005. Loss on extinguishment of debt was $15.4 million, or $0.29 per share, for the third quarter and $18.2 million, or $0.35 per share, for the nine months ended September 30, 2006. The third quarter amount relates to defeasance costs on a mortgage loan repaid upon a property sale, and the year-to-date amount also includes an adjustment to mark to market the debt associated with a property contributed to a venture. Net Income Available to Common Stockholders (�Net Income Available�) was $174.5 million, or $3.33 per share, for the third quarter of 2006 compared with Net Income Available of $9.9 million, or $0.19 per share, for the third quarter of 2005. Net Income Available was $179.4 million, or $3.44 per share, for the nine months ended September 30, 2006 compared with $21.9 million, or $0.42 per share, for the nine months ended September 30, 2005. Third quarter highlights of the Company included the following: Sold Frost Bank Tower, a 531,000-square-foot office building in Austin, Texas, for $188 million, or $354 per square foot. GAAP gains and Value Creation on this transaction were $54 million and $44 million, respectively. Through CSC Associates, sold Bank of America Plaza, a 1.25 million-square-foot office building in Atlanta, for $436 million, or $348 per square foot. The Company�s share of GAAP gains and Value Creation on this transaction were $133 million and $88 million, respectively. Purchased all the interests in 191 Peachtree Tower, a 1.2 million-square-foot office building in downtown Atlanta, for $153 million, or $127 per square foot. Executed a 274,000-square-foot lease with the American Cancer Society at Inforum in downtown Atlanta. This space will be the Society�s international headquarters. Through a joint venture with Seefried Properties, Inc., acquired 85 acres of land north of DFW International Airport in Flower Mound, Texas, for development of Lakeside Ranch Business Park, a 1.7 million-square-foot industrial project. The Company also executed a 355,000-square-foot lease with Home Depot Supply at the first building in Lakeside Ranch. Through a joint venture with Faison Enterprises, Inc., acquired approximately 100 acres of land in Murfreesboro, Tennessee, closed a $131 million construction loan and began construction of Phase I and II of The Avenue Murfreesboro, an 805,000-square-foot lifestyle and power center. Opened the first phase of The Avenue Webb Gin, a 381,000-square-foot specialty retail center in Gwinnett County, Georgia. Acquired the first 1,600 acres of the planned 3,000 acre Blalock Lakes development, a residential community in Coweta County, Georgia, that will include private hunting, equestrian, fishing, swim and tennis facilities in a controlled access community. Executed a contract to sell 12 ground leased outparcels at the Company�s North Point property for an aggregate price of $24 million. The aggregate gain on the sale of these outparcels is estimated to be $20 million and these gains will be included in the Company�s calculation of FFO upon closing. The Company expects to close seven parcels in the fourth quarter of 2006 and five in the first quarter of 2007. Other developments subsequent to quarter-end: Sold The Avenue of the Peninsula, a 373,000 square foot specialty retail center in Rolling Hills Estates, California, for approximately $96 million. At September 30, 2006, the Company�s portfolio of operational office buildings was 87% leased, and its portfolio of operational retail centers was 93% leased. At September 30, 2006, the Company and its joint ventures had nine retail, office and industrial projects under development and redevelopment totaling 5.8 million Company-owned square feet, and one condominium project under development containing a total of 529 units. The Company estimates the total cost of these projects will be $1.1 billion and expects completion of these projects throughout the next four years. In addition, the Company had 23 residential communities under development directly or through investments in unconsolidated entities in which approximately 11,400 lots remain to be developed and/or sold. �Summer can be a slow time in the real estate business, but that was certainly not the case here at Cousins. We were able to close several significant transactions, including two record-setting office building sales and an important trophy tower acquisition in downtown Atlanta, while also signing downtown�s largest office lease this year and opening our fourth Atlanta-area Avenue project,� said Tom Bell, president and CEO of Cousins. �During the quarter, we also started Blalock Lakes � a unique Atlanta-area residential project with more than 1,500 acres of land preserved for game and wildlife that is already seeing tremendous buyer demand � and we signed a lease for more than half of our first Dallas-area industrial building." �From the value-capturing transactions to our pending headquarters move downtown, this is turning out to be an important year for our company,� Bell added. �We expect the fourth quarter to continue that trend.� The Consolidated Statements of Income, Consolidated Balance Sheets and a schedule entitled Funds From Operations, which reconciles Net Income Available to FFO, are attached to this press release. More detailed information on Net Income Available and FFO results is included in the �Net Income and Funds From Operations-Supplemental Detail� schedule which is included along with other supplemental information in the Company�s Current Report on Form 8-K, which the Company is furnishing to the Securities and Exchange Commission (�SEC�), and which can be viewed through the �Quarterly Disclosures� and �SEC Filings� links on the Investor Relations page of the Company�s Web site at www.cousinsproperties.com. This information may also be obtained by calling the Company�s Investor Relations Department at (770) 857-2503. The Company will conduct a conference call at 2:00 p.m. (Eastern time) on Tuesday, November 7, 2006, to discuss the results of the quarter ended September 30, 2006. The number to call for this interactive teleconference is (913)�981-5520. A replay of the conference call will be available for 14 days by dialing (719) 457-0820 and entering the pass code 1316543. The Company will also provide an online Web simulcast and rebroadcast of its third quarter 2006 earnings release conference call. The live broadcast will be available through the �Q3 2006 Cousins Properties Incorporated Earnings Conference Call� link on the Investor Relations page of the Company�s Web site, as well as at www.streetevents.com and www.earnings.com. The rebroadcast will be available on the Investor Relations page of the Company�s Web site for 14 days. Cousins Properties Incorporated, headquartered in Atlanta, has extensive experience in the real estate industry including the development, acquisition, financing, management and leasing of properties. The property types that Cousins actively invests in include office, multi-family, retail, industrial and land development projects. The Company�s portfolio consists of interests in 6.9 million square feet of office space, 4.6 million square feet of retail space, 2.0 million square feet of industrial space, a 529 unit for-sale multi-family project under development, over 9,000 acres of strategically located land tracts for sale or future development, and significant land holdings for development of single-family residential communities. The Company also provides leasing and management services to third-party investors; its client-services portfolio comprises 14.9 million square feet of office and retail space. The Company is a fully integrated equity real estate investment trust (REIT) that has been public since 1962 and trades on the New York Stock Exchange under the symbol �CUZ.� For more information on the Company, please visit its Web site at www.cousinsproperties.com. Certain matters discussed in this news release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risks, including, but not limited to, general and local economic conditions, local real estate conditions, the activity of others developing competitive projects, the risks associated with development projects (such as delay, cost overruns and leasing/sales risk of new properties), the cyclical nature of the real estate industry, the financial condition of existing tenants, interest rates, the Company�s ability to obtain favorable financing or zoning, environmental matters, the effects of terrorism, the ability of the Company to close properties under contract and other risks detailed from time to time in the Company�s filings with the Securities and Exchange Commission, including the Company�s Annual Report on Form 10-K for the year ended December 31, 2005. The words �believes�, �expects�, �anticipates�, �estimates� and similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statement are reasonable, the Company can give no assurance that these plans, intentions or expectations will be achieved. Such forward-looking statements are based on current expectations and speak 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. The estimated value creation of $132 million for Frost Bank Tower and the Company�s share of Bank of America Plaza is calculated as estimated GAAP gain of $187 million less accumulated depreciation of $60 million, plus the effect of straight-lined rents receivable and income tax effect of $5 million. �Value Creation� is defined as the value or sales price of a property less any applicable closing costs and less the GAAP cost of the property before deducting accumulated depreciation and excluding any straight-line rent receivable, all as of the measurement date. Where the ownership entity is a venture, the Company�s share of these items is used in these calculations. Value Creation is useful in determining the economic gain or loss inherent in a property. For example, to the extent that GAAP depreciation is recorded against an asset when the asset has in fact appreciated, it is helpful to eliminate this portion of the GAAP gain in order to reflect the true economic gain. As such, Value Creation is useful to investors as a measure of a company�s ability to create value by developing or acquiring an investment which has a fair market value in excess of the cost incurred by the company to create the investment. Company management considers Value Creation a key objective and core competency of the Company and uses this as an additional measure in assessing performance of the Company and its officers and employees. COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES FUNDS FROM OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited, in thousands, except per share amounts) � � Three Months Ended Nine Months Ended September 30, September 30, 2006� 2005� 2006� 2005� � Net Income Available to Common Stockholders $ 174,455� $ 9,923� $ 179,367� $ 21,914� Depreciation and amortization: Consolidated properties 7,834� 7,238� 29,479� 23,581� Discontinued properties 1,221� 1,334� 4,088� 3,954� Share of unconsolidated joint ventures 2,932� 2,045� 7,010� 6,873� Depreciation of furniture, fixtures and equipment and amortization of specifically identifiable intangible assets: Consolidated properties (702) (730) (2,391) (2,094) Share of unconsolidated joint ventures (4) (4) (12) (74) Gain on sale of investment properties, net of applicable income tax provision: Consolidated (244) (796) (1,110) (13,201) Discontinued properties (54,068) (1,070) (54,394) (1,107) Share of unconsolidated joint ventures (133,192) (1,633) (134,246) (1,945) Gain on sale of undepreciated investment properties 179� 732� 914� 13,010� � Funds From Operations Available to Common Stockholders, as defined (1,589) 17,039� 28,705� 50,911� � Loss on extinguishment of debt 15,443� -� 18,207� -� � Funds From Operations Available to Common Stockholders, Excluding Loss on Extinguishment of Debt $ 13,854� $ 17,039� $ 46,912� $ 50,911� � � Per Common Share - Basic: Net Income Available $ 3.45� $ .20� $ 3.56� $ .44� Funds From Operations $ (.03) $ .34� $ .57� $ 1.02� Funds From Operations, Excluding Loss on Extinguishment of Debt $ .27� $ .34� $ .93� $ 1.02� Weighted Average Shares-Basic 50,630� 50,079� 50,436� 49,932� � Per Common Share - Diluted: Net Income Available $ 3.33� $ .19� $ 3.44� $ .42� Funds From Operations $ (.03) $ .33� $ .55� $ .98� Funds From Operations, Excluding Loss on Extinguishment of Debt $ .26� $ .33� $ .90� $ .98� Weighted Average Shares-Diluted 52,428� 52,013� 52,106� 51,759� The table above shows Funds From Operations Available to Common Stockholders (�FFO�) and the related reconciliation to Net Income (Loss) Available to Common Stockholders ("Net Income Available") for Cousins Properties Incorporated and Subsidiaries. The Company calculated FFO in accordance with the National Association of Real Estate Investment Trusts' ("NAREIT") definition, which is net income available to common stockholders (computed in accordance with accounting principles generally accepted in the United States ("GAAP")), excluding extraordinary items, cumulative effect of change in accounting principle and gains or losses from sales of depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis. The Company presented Funds From Operations Available to Common Stockholders, Excluding Loss on Extinguishment of Debt to exclude the effect of the losses incurred during the second and third quarters of 2006. The Company views those losses as components of the sale or exchange of real estate and therefore believes they should be excluded from the FFO calculation. See further detail within Discussion of Non-GAAP Financial Measures herein. FFO is used by industry analysts and investors as a supplemental measure of an equity REIT�s operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes that the use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates the operating performance of its reportable segments and of its divisions based on FFO. Additionally, the Company uses FFO and FFO per share, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to its officers and employees. COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited, in thousands, except per share amounts) � Three Months Ended June 30, Nine Months Ended June 30, September 30, September 30, 2006� 2005� 2006� 2005� REVENUES: Rental property revenues $ 21,772� $ 21,476� $ 72,420� $ 63,533� Fee income 3,431� 4,801� 12,353� 12,622� Multi-family residential unit sales 1,026� 4,986� 22,741� 4,986� Residential lot and outparcel sales 4,572� 10,946� 12,206� 17,006� Interest and other 400� 883� 3,944� 2,036� 31,201� 43,092� 123,664� 100,183� � COSTS AND EXPENSES: Rental property operating expenses 9,167� 8,502� 28,255� 24,569� General and administrative expenses 9,095� 8,943� 28,932� 25,836� Depreciation and amortization 7,834� 7,238� 29,479� 23,581� Multi-family residential unit cost of sales 1,346� 4,274� 19,081� 4,274� Residential lot and outparcel cost of sales 3,425� 8,350� 8,926� 12,492� Interest expense 2,625� 1,675� 11,119� 6,559� Loss on extinguishment of debt 15,443� -� 18,207� -� Other 414� 266� 1,349� 694� 49,349� 39,248� 145,348� 98,005� � INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES AND INCOME FROM UNCONSOLIDATED JOINT VENTURES (18,148) 3,844� (21,684) 2,178� � PROVISION FOR INCOME TAXES FROM OPERATIONS (7) (2,021) (4,301) (3,947) � MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES (899) (560) (3,290) (1,349) � INCOME FROM UNCONSOLIDATED JOINT VENTURES 142,355� 10,008� 162,882� 20,791� � INCOME FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES 123,301� 11,271� 133,607� 17,673� � GAIN ON SALE OF INVESTMENT PROPERTIES, NET OF APPLICABLE INCOME TAX PROVISION 244� 796� 1,110� 13,201� � INCOME FROM CONTINUING OPERATIONS 123,545� 12,067� 134,717� 30,874� � DISCONTINUED OPERATIONS, NET OF APPLICABLE INCOME TAX PROVISION: Income from discontinued operations 654� 598� 1,693� 1,370� Gain on sale of investment properties 54,068� 1,070� 54,394� 1,107� 54,722� 1,668� 56,087� 2,477� � NET INCOME 178,267� 13,735� 190,804� 33,351� � DIVIDENDS TO PREFERRED STOCKHOLDERS (3,812) (3,812) (11,437) (11,437) � NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 174,455� $ 9,923� $ 179,367� $ 21,914� � PER SHARE INFORMATION - BASIC: Income from continuing operations $ 2.37� $ 0.17� $ 2.45� $ 0.39� Income from discontinued operations 1.08� 0.03� 1.11� 0.05� Net income available to common stockholders $ 3.45� $ 0.20� $ 3.56� $ 0.44� � PER SHARE INFORMATION - DILUTED: Income from continuing operations $ 2.29� $ 0.16� $ 2.36� $ 0.38� Income from discontinued operations 1.04� 0.03� 1.08� 0.05� Net income available to common stockholders $ 3.33� $ 0.19� $ 3.44� $ 0.42� � CASH DIVIDENDS DECLARED PER COMMON SHARE $ 0.37� $ 0.37� $ 1.11� $ 1.11� � WEIGHTED AVERAGE SHARES - BASIC 50,630� 50,079� 50,436� 49,932� � WEIGHTED AVERAGE SHARES - DILUTED 52,428� 52,013� 52,106� 51,759� Cousins Properties Incorporated (NYSE:CUZ) today reported its results of operations for the three and nine months ended September 30, 2006. All per share amounts are reported on a diluted basis; basic per share data is included in the Consolidated Statements of Income accompanying this release. Funds from Operations to Common Stockholders ("FFO") was $13.9 million, or $0.26 per share, for the third quarter of 2006, after a supplemental adjustment to exclude loss on extinguishment of debt. This compares to FFO of $17.0 million, or $0.33 per share, for the third quarter of 2005. FFO was $46.9 million, or $0.90 per share, for the nine months ended September 30, 2006, after a supplemental adjustment to exclude loss on extinguishment of debt. This compares to FFO of $50.9 million, or $0.98 per share, for the nine months ended September 30, 2005. Loss on extinguishment of debt was $15.4 million, or $0.29 per share, for the third quarter and $18.2 million, or $0.35 per share, for the nine months ended September 30, 2006. The third quarter amount relates to defeasance costs on a mortgage loan repaid upon a property sale, and the year-to-date amount also includes an adjustment to mark to market the debt associated with a property contributed to a venture. Net Income Available to Common Stockholders ("Net Income Available") was $174.5 million, or $3.33 per share, for the third quarter of 2006 compared with Net Income Available of $9.9 million, or $0.19 per share, for the third quarter of 2005. Net Income Available was $179.4 million, or $3.44 per share, for the nine months ended September 30, 2006 compared with $21.9 million, or $0.42 per share, for the nine months ended September 30, 2005. Third quarter highlights of the Company included the following: -- Sold Frost Bank Tower, a 531,000-square-foot office building in Austin, Texas, for $188 million, or $354 per square foot. GAAP gains and Value Creation on this transaction were $54 million and $44 million, respectively. -- Through CSC Associates, sold Bank of America Plaza, a 1.25 million-square-foot office building in Atlanta, for $436 million, or $348 per square foot. The Company's share of GAAP gains and Value Creation on this transaction were $133 million and $88 million, respectively. -- Purchased all the interests in 191 Peachtree Tower, a 1.2 million-square-foot office building in downtown Atlanta, for $153 million, or $127 per square foot. -- Executed a 274,000-square-foot lease with the American Cancer Society at Inforum in downtown Atlanta. This space will be the Society's international headquarters. -- Through a joint venture with Seefried Properties, Inc., acquired 85 acres of land north of DFW International Airport in Flower Mound, Texas, for development of Lakeside Ranch Business Park, a 1.7 million-square-foot industrial project. The Company also executed a 355,000-square-foot lease with Home Depot Supply at the first building in Lakeside Ranch. -- Through a joint venture with Faison Enterprises, Inc., acquired approximately 100 acres of land in Murfreesboro, Tennessee, closed a $131 million construction loan and began construction of Phase I and II of The Avenue Murfreesboro, an 805,000-square-foot lifestyle and power center. -- Opened the first phase of The Avenue Webb Gin, a 381,000-square-foot specialty retail center in Gwinnett County, Georgia. -- Acquired the first 1,600 acres of the planned 3,000 acre Blalock Lakes development, a residential community in Coweta County, Georgia, that will include private hunting, equestrian, fishing, swim and tennis facilities in a controlled access community. -- Executed a contract to sell 12 ground leased outparcels at the Company's North Point property for an aggregate price of $24 million. The aggregate gain on the sale of these outparcels is estimated to be $20 million and these gains will be included in the Company's calculation of FFO upon closing. The Company expects to close seven parcels in the fourth quarter of 2006 and five in the first quarter of 2007. Other developments subsequent to quarter-end: -- Sold The Avenue of the Peninsula, a 373,000 square foot specialty retail center in Rolling Hills Estates, California, for approximately $96 million. At September 30, 2006, the Company's portfolio of operational office buildings was 87% leased, and its portfolio of operational retail centers was 93% leased. At September 30, 2006, the Company and its joint ventures had nine retail, office and industrial projects under development and redevelopment totaling 5.8 million Company-owned square feet, and one condominium project under development containing a total of 529 units. The Company estimates the total cost of these projects will be $1.1 billion and expects completion of these projects throughout the next four years. In addition, the Company had 23 residential communities under development directly or through investments in unconsolidated entities in which approximately 11,400 lots remain to be developed and/or sold. "Summer can be a slow time in the real estate business, but that was certainly not the case here at Cousins. We were able to close several significant transactions, including two record-setting office building sales and an important trophy tower acquisition in downtown Atlanta, while also signing downtown's largest office lease this year and opening our fourth Atlanta-area Avenue project," said Tom Bell, president and CEO of Cousins. "During the quarter, we also started Blalock Lakes - a unique Atlanta-area residential project with more than 1,500 acres of land preserved for game and wildlife that is already seeing tremendous buyer demand - and we signed a lease for more than half of our first Dallas-area industrial building." "From the value-capturing transactions to our pending headquarters move downtown, this is turning out to be an important year for our company," Bell added. "We expect the fourth quarter to continue that trend." The Consolidated Statements of Income, Consolidated Balance Sheets and a schedule entitled Funds From Operations, which reconciles Net Income Available to FFO, are attached to this press release. More detailed information on Net Income Available and FFO results is included in the "Net Income and Funds From Operations-Supplemental Detail" schedule which is included along with other supplemental information in the Company's Current Report on Form 8-K, which the Company is furnishing to the Securities and Exchange Commission ("SEC"), and which can be viewed through the "Quarterly Disclosures" and "SEC Filings" links on the Investor Relations page of the Company's Web site at www.cousinsproperties.com. This information may also be obtained by calling the Company's Investor Relations Department at (770) 857-2503. The Company will conduct a conference call at 2:00 p.m. (Eastern time) on Tuesday, November 7, 2006, to discuss the results of the quarter ended September 30, 2006. The number to call for this interactive teleconference is (913) 981-5520. A replay of the conference call will be available for 14 days by dialing (719) 457-0820 and entering the pass code 1316543. The Company will also provide an online Web simulcast and rebroadcast of its third quarter 2006 earnings release conference call. The live broadcast will be available through the "Q3 2006 Cousins Properties Incorporated Earnings Conference Call" link on the Investor Relations page of the Company's Web site, as well as at www.streetevents.com and www.earnings.com. The rebroadcast will be available on the Investor Relations page of the Company's Web site for 14 days. Cousins Properties Incorporated, headquartered in Atlanta, has extensive experience in the real estate industry including the development, acquisition, financing, management and leasing of properties. The property types that Cousins actively invests in include office, multi-family, retail, industrial and land development projects. The Company's portfolio consists of interests in 6.9 million square feet of office space, 4.6 million square feet of retail space, 2.0 million square feet of industrial space, a 529 unit for-sale multi-family project under development, over 9,000 acres of strategically located land tracts for sale or future development, and significant land holdings for development of single-family residential communities. The Company also provides leasing and management services to third-party investors; its client-services portfolio comprises 14.9 million square feet of office and retail space. The Company is a fully integrated equity real estate investment trust (REIT) that has been public since 1962 and trades on the New York Stock Exchange under the symbol "CUZ." For more information on the Company, please visit its Web site at www.cousinsproperties.com. Certain matters discussed in this news release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risks, including, but not limited to, general and local economic conditions, local real estate conditions, the activity of others developing competitive projects, the risks associated with development projects (such as delay, cost overruns and leasing/sales risk of new properties), the cyclical nature of the real estate industry, the financial condition of existing tenants, interest rates, the Company's ability to obtain favorable financing or zoning, environmental matters, the effects of terrorism, the ability of the Company to close properties under contract and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2005. The words "believes", "expects", "anticipates", "estimates" and similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statement are reasonable, the Company can give no assurance that these plans, intentions or expectations will be achieved. Such forward-looking statements are based on current expectations and speak 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. The estimated value creation of $132 million for Frost Bank Tower and the Company's share of Bank of America Plaza is calculated as estimated GAAP gain of $187 million less accumulated depreciation of $60 million, plus the effect of straight-lined rents receivable and income tax effect of $5 million. "Value Creation" is defined as the value or sales price of a property less any applicable closing costs and less the GAAP cost of the property before deducting accumulated depreciation and excluding any straight-line rent receivable, all as of the measurement date. Where the ownership entity is a venture, the Company's share of these items is used in these calculations. Value Creation is useful in determining the economic gain or loss inherent in a property. For example, to the extent that GAAP depreciation is recorded against an asset when the asset has in fact appreciated, it is helpful to eliminate this portion of the GAAP gain in order to reflect the true economic gain. As such, Value Creation is useful to investors as a measure of a company's ability to create value by developing or acquiring an investment which has a fair market value in excess of the cost incurred by the company to create the investment. Company management considers Value Creation a key objective and core competency of the Company and uses this as an additional measure in assessing performance of the Company and its officers and employees. -0- *T COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES FUNDS FROM OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (Unaudited, in thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, ------------------ ------------------ 2006 2005 2006 2005 --------- -------- --------- -------- Net Income Available to Common Stockholders $174,455 $9,923 $179,367 $21,914 Depreciation and amortization: Consolidated properties 7,834 7,238 29,479 23,581 Discontinued properties 1,221 1,334 4,088 3,954 Share of unconsolidated joint ventures 2,932 2,045 7,010 6,873 Depreciation of furniture, fixtures and equipment and amortization of specifically identifiable intangible assets: Consolidated properties (702) (730) (2,391) (2,094) Share of unconsolidated joint ventures (4) (4) (12) (74) Gain on sale of investment properties, net of applicable income tax provision: Consolidated (244) (796) (1,110) (13,201) Discontinued properties (54,068) (1,070) (54,394) (1,107) Share of unconsolidated joint ventures (133,192) (1,633) (134,246) (1,945) Gain on sale of undepreciated investment properties 179 732 914 13,010 --------- -------- --------- -------- Funds From Operations Available to Common Stockholders, as defined (1,589) 17,039 28,705 50,911 Loss on extinguishment of debt 15,443 - 18,207 - --------- -------- --------- -------- Funds From Operations Available to Common Stockholders, Excluding Loss on Extinguishment of Debt $13,854 $17,039 $46,912 $50,911 --------- -------- --------- -------- Per Common Share - Basic: Net Income Available $3.45 $.20 $3.56 $.44 --------- -------- --------- -------- Funds From Operations $(.03) $.34 $.57 $1.02 --------- -------- --------- -------- Funds From Operations, Excluding Loss on Extinguishment of Debt $.27 $.34 $.93 $1.02 --------- -------- --------- -------- Weighted Average Shares-Basic 50,630 50,079 50,436 49,932 --------- -------- --------- -------- Per Common Share - Diluted: Net Income Available $3.33 $.19 $3.44 $.42 --------- -------- --------- -------- Funds From Operations $(.03) $.33 $.55 $.98 --------- -------- --------- -------- Funds From Operations, Excluding Loss on Extinguishment of Debt $.26 $.33 $.90 $.98 --------- -------- --------- -------- Weighted Average Shares-Diluted 52,428 52,013 52,106 51,759 --------- -------- --------- -------- *T The table above shows Funds From Operations Available to Common Stockholders ("FFO") and the related reconciliation to Net Income (Loss) Available to Common Stockholders ("Net Income Available") for Cousins Properties Incorporated and Subsidiaries. The Company calculated FFO in accordance with the National Association of Real Estate Investment Trusts' ("NAREIT") definition, which is net income available to common stockholders (computed in accordance with accounting principles generally accepted in the United States ("GAAP")), excluding extraordinary items, cumulative effect of change in accounting principle and gains or losses from sales of depreciable property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures to reflect FFO on the same basis. The Company presented Funds From Operations Available to Common Stockholders, Excluding Loss on Extinguishment of Debt to exclude the effect of the losses incurred during the second and third quarters of 2006. The Company views those losses as components of the sale or exchange of real estate and therefore believes they should be excluded from the FFO calculation. See further detail within Discussion of Non-GAAP Financial Measures herein. FFO is used by industry analysts and investors as a supplemental measure of an equity REIT's operating performance. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income. Management believes that the use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Company management evaluates the operating performance of its reportable segments and of its divisions based on FFO. Additionally, the Company uses FFO and FFO per share, along with other measures, to assess performance in connection with evaluating and granting incentive compensation to its officers and employees. -0- *T COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited, in thousands, except per share amounts) Three Months Ended Nine Months Ended June 30, June 30, September 30, September 30, ------------------ ------------------ 2006 2005 2006 2005 --------- -------- --------- -------- REVENUES: Rental property revenues $21,772 $21,476 $72,420 $63,533 Fee income 3,431 4,801 12,353 12,622 Multi-family residential unit sales 1,026 4,986 22,741 4,986 Residential lot and outparcel sales 4,572 10,946 12,206 17,006 Interest and other 400 883 3,944 2,036 --------- -------- --------- -------- 31,201 43,092 123,664 100,183 COSTS AND EXPENSES: Rental property operating expenses 9,167 8,502 28,255 24,569 General and administrative expenses 9,095 8,943 28,932 25,836 Depreciation and amortization 7,834 7,238 29,479 23,581 Multi-family residential unit cost of sales 1,346 4,274 19,081 4,274 Residential lot and outparcel cost of sales 3,425 8,350 8,926 12,492 Interest expense 2,625 1,675 11,119 6,559 Loss on extinguishment of debt 15,443 - 18,207 - Other 414 266 1,349 694 --------- -------- --------- -------- 49,349 39,248 145,348 98,005 --------- -------- --------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES AND INCOME FROM UNCONSOLIDATED JOINT VENTURES (18,148) 3,844 (21,684) 2,178 PROVISION FOR INCOME TAXES FROM OPERATIONS (7) (2,021) (4,301) (3,947) MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES (899) (560) (3,290) (1,349) INCOME FROM UNCONSOLIDATED JOINT VENTURES 142,355 10,008 162,882 20,791 --------- -------- --------- -------- INCOME FROM CONTINUING OPERATIONS BEFORE GAIN ON SALE OF INVESTMENT PROPERTIES 123,301 11,271 133,607 17,673 GAIN ON SALE OF INVESTMENT PROPERTIES, NET OF APPLICABLE INCOME TAX PROVISION 244 796 1,110 13,201 --------- -------- --------- -------- INCOME FROM CONTINUING OPERATIONS 123,545 12,067 134,717 30,874 DISCONTINUED OPERATIONS, NET OF APPLICABLE INCOME TAX PROVISION: Income from discontinued operations 654 598 1,693 1,370 Gain on sale of investment properties 54,068 1,070 54,394 1,107 --------- -------- --------- -------- 54,722 1,668 56,087 2,477 --------- -------- --------- -------- NET INCOME 178,267 13,735 190,804 33,351 DIVIDENDS TO PREFERRED STOCKHOLDERS (3,812) (3,812) (11,437) (11,437) --------- -------- --------- -------- NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $174,455 $9,923 $179,367 $21,914 --------- -------- --------- -------- PER SHARE INFORMATION - BASIC: Income from continuing operations $2.37 $0.17 $2.45 $0.39 Income from discontinued operations 1.08 0.03 1.11 0.05 --------- -------- --------- -------- Net income available to common stockholders $3.45 $0.20 $3.56 $0.44 --------- -------- --------- -------- PER SHARE INFORMATION - DILUTED: Income from continuing operations $2.29 $0.16 $2.36 $0.38 Income from discontinued operations 1.04 0.03 1.08 0.05 --------- -------- --------- -------- Net income available to common stockholders $3.33 $0.19 $3.44 $0.42 --------- -------- --------- -------- CASH DIVIDENDS DECLARED PER COMMON SHARE $0.37 $0.37 $1.11 $1.11 --------- -------- --------- -------- WEIGHTED AVERAGE SHARES - BASIC 50,630 50,079 50,436 49,932 --------- -------- --------- -------- WEIGHTED AVERAGE SHARES - DILUTED 52,428 52,013 52,106 51,759 --------- -------- --------- -------- *T