Pam Roper - SVP and General Counsel Larry Gellerstedt - CEO Colin Connolly - COO Gregg Adzema - CFO.

Jamie Feldman - Bank of America Merrill Lynch Tom Lesnick - Capital One Michael Lewis - SunTrust Jed Reagan - Green Street Advisors John Guinee - Stifel.

Good day everyone, and welcome to Cousins Properties Incorporated Fourth Quarter 2016 Earnings Conference Call. All participants will be in a listen only mode. [Operator Instructions] Please also note that today’s event is being recorded. At this time I’d like to turn the conference call over to Pam Roper. Ma’am, please go ahead..

Good morning, and welcome to Cousins Properties fourth quarter earnings conference call. With me today are Larry Gellerstedt, our Chief Executive Officer; Colin Connolly, our Chief Operating Officer; and Gregg Adzema, our Chief Financial Officer.

The press release and supplemental package were distributed yesterday afternoon, as well as furnished on Form 8-K. In the supplemental package the company has reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with Reg G requirement.

If you did not receive a copy, these documents are available through the quarterly disclosures and supplemental SEC information links on the Investor Relations page of our website.

Please be aware that certain matters discussed today may constitute forward-looking statements within the meaning of federal securities laws and actual results may differ materially from these statements, due to a variety of risks, and uncertainties and other factors.

The company does not undertake any duty to update any forward-looking statements, whether as a result of new information, future events or otherwise. The full declaration regarding forward-looking statement is available in the press release issued yesterday and a detailed discussion of some potential risk is included in our filings with the SEC.

With that, I'll turn the call over to Larry Gellerstedt..

simple platform, trophy assets and opportunistic investments. We decided then to streamline our business model to concentrate on top tier urban office assets in high growth Sunbelt markets. At that time only 48% of our NOI came from urban office assets as compared to approximately 80% today.

And only seven out of the 31 office assets we own today were part of Cousins operating portfolio in January 2012. As a result of our recycling efforts, our property NOI has increased 187% over five years ago, while our total square footage only increased by 35% in that time.

Needless to say I'm proud of our team and their execution over the last five years. We will begin the next era for Cousins with a 16.2 million square feet portfolio of class A assets in prime urban locations in the Sunbelt, an active and well leased development pipeline and an industry leading balance sheet.

This well-executed plan drove positive results in 2016 and I believe positions the company very well for continued success in 2017. With that, I'll turn it over to Colin. .

Thanks, Larry. And good morning everyone. I will begin my comments today by briefly highlighting some of our key operational metrics from the fourth quarter.

Next, I will spend the balance of my time providing specific updates as it relates to each of our markets as well as additional details surrounding the transactions we closed in the fourth quarter. The team delivered a fantastic quarter as we leased approximately 761,000 square feet.

Our second generation re-leasing spread for the quarter was up 18.7% on a GAAP basis and 14.7% on a cash basis which represents our eleventh straight quarter with a positive rent roll up. Importantly, weighted average net rents climbed 12% over our results in the third quarter, reaching $26.32 a square foot.

Again to just be clear $26.32 a square foot reflects a triple net rent, not a gross rent. I emphasize this because this metric clearly drives home the quality of our urban portfolio post Parkway transaction and definitely differentiates us from our Sun Belt competitors.

Before moving on to the portfolio, I would like to echo Larry’s earlier comments and thank our team. Their impressive operating performance throughout the year while completing a transformative merger spin is a testament to their unwavering commitment to our shareholders, to our customers and to each other. Starting with Atlanta.

We now own approximately 6.9 million square feet across the best urban some markets including a 21% class A market share in Buckhead which has the highest rental rates across the city. Our portfolio was approximately 91% leased at year end which is 300 basis points better than the overall class A market.

Our Atlanta team leased approximately 205,000 square feet during the quarter and as Larry mentioned earlier we had a huge win just last night as we executed an approximately 180,000 square foot lease at Northpark Town Center with WestRock, a Fortune 500 paper and packaging company.

This exciting transaction will push our percentage lease at Northpark to approximately 90% on a pro forma basis upon its commencement in October of this year. And that is after adjusting for Equifax no move-out of 68,000 square feet in August of 2017.

In our discussions with WestRock, it was very clear that Northpark’s direct access to MARTA was key to their decision. We believe that this close proximity to mass transit will continue to grow in importance with our customer base and be a key differentiator in Northpark as well as our assets in Buckhead and Midtown.

Our team had an extraordinary quarter in Tempe. Our 1.3 million square foot portfolio was approximately 96% leased at year end which has enabled us to successfully push rental rates.

At Hayden Ferry we have eclipsed the $40 square foot rent as the value proposition in Tempe given its proximity to Arizona State and Mass transit continues to resonate with customers. During the quarter the team leased approximately 355,000 square feet which accounts for 28% of our total portfolio in that market.

As I mentioned in our last call we terminated U.S. Airways full building lease and simultaneously executed an 11 year 225,000 square foot lease with ADP to backfill the entire building.

In addition, we agreed to take back three floors from Genesis [ph], a pre-IPO company with a valuation of approximately $2 billion and simultaneously leaves two of the floors to Amazon and the third to ZipRecruiter. Collectively the new leases with ADP, Amazon and ZipRecruiter averaged a very impressive 20% rent roll-up on a cash basis.

In Charlotte, the market remains tight with vacancy in Uptown just under 10%. Our 3.1 million square foot portfolio ended the year at approximately 98% leased with no expirations during 2017.

During the fourth quarter we did convert 69,000 square feet of Chiquita's unoccupied space at NASCAR Plaza to a ten year direct lease with Cardinal Innovations Healthcare.

While the sublease alternative prevented us from rolling up Chiquita's below market rental rate on this space, we are nonetheless pleased to further activate this asset and begin a new relationship with Cardinal. Chiquita continues to pay rent on the remaining square footage which has termed through October of 2025.

Our team is hard at work looking for opportunities to create value within this residual Chiquita's space. Switching gears to our Florida markets, we executed 30,000 square feet of new and renewal leases in Tampa during the quarter and our 1.7 million square foot portfolio is 88% leased.

The vast majority of our vacancy in Tampa is at Corporate Center and Westshore where we have approximately 191,000 square feet of available space. We view this as one of the better opportunities across the company to drive NOI as Corporate Center is widely regarded as one of the best assets in the strongest sub-market of Tampa.

We are very pleased with the robust pipeline of prospects to backfill the space and we are very confident that we will make good progress over the next quarter. Similar to Tampa, we have very attractive available space in our Orlando CBD portfolio.

During the quarter we leased approximately 34,000 square feet improving the 1 million square foot portfolio to 88% leased, with the largest vacancy at One Orlando Centre which is approximately 82% leased.

While the activity in Orlando has been soft as of late, we remain optimistic about the lease-up opportunity as the CBD has just 10% vacancy according to CoStar with virtually no new speculative supply under construction. Lastly, we did have a quiet fourth quarter in our Austin portfolio as a result of that portfolio being 96% leased.

Activity across the city as a whole remains very strong with approximately 375,000 square feet of net absorption in the fourth quarter according to CBRE. The overall market finished the year at 9% vacancy and the CBD fell a 6% vacancy creating a very friendly environment for landlords to push rental rates.

To illustrate this point we expanded a customer to 816 Congress last month at a 35% increase in rental rate over their original lease which was signed less than two years ago. We are monitoring the construction pipeline in the Austin CBD which currently totals approximately 1 million square feet.

While the pipeline at 77% pre-leased, we are always mindful of the competitive landscape and we continue to reinvest in our portfolio to ensure our assets will remain attractive to our customers. Turning to the fourth quarter transaction activity.

As Larry mentioned we sold 191 Peachtree in downtown Atlanta for $267.5 million or $218 per square foot and The Forum which is located on the edge of the Buckhead sub market for $70 million or $318 per square foot.

Interesting to note in both cases the buyer completed the purchase with foreign capital which is a growing trend in our urban Sunbelt markets. Also, during the quarter we completed the sale of Lincoln Place in Miami for $80 million or $571 per square foot and bought out our equity partners’ interest in Fund II for $279 million.

As a reminder, Fund II consisted of 3344 Peachtree in Buckhead, the Hayden Ferry properties in Tempe as well as cash from the previous sale of Two Liberty Place and a promote owed [ph] to Cousins based on the positive performance of the fund.

This was a complicated transaction with lots of moving pieces but the simple framework of the deal was based on a blended gross valuation of $409 per square foot for the real estate assets in Tempe and Buckhead.

The year one cap rate on a cash basis is projected to be approximately 6% and it’s projected to stabilize in the mid sixes with the growth driven primarily by contractual leasing. Before I turn the call over to Gregg, I would like to highlight some of the recent leasing activity at two of our development projects.

At Carolina Square, our mixed use project in Chapel Hill, we signed a 15,000 square feet lease during the fourth quarter bringing the office component up to 74% leased. At 8000 Avalon, our 224,000 square foot office project in Atlanta, we signed 9000 square feet of new leases in January of 2017.

In addition, we have recently agreed to terms on an approximately 30,000 square foot deal which would increase the project to 38% leased upon execution. With the addition of this new leasing activity post quarter end, our $512 million development pipeline which includes 1.4 million square feet of office would be approximately 87% leased.

With that, I'll turn the call over to Gregg. .

Emory Point and the American Cancer Society Center. The remaining $350 million of debt maturities is associated with legacy Parkway assets and will be refinanced. With an average coupon of 5.84% on this maturing debt we have a real opportunity to bring our interest costs down materially with this refinancing. Second, we need to reduce leverage.

We've purposely maintained a very low levered balance sheet over the past few years with net debt to EBITDA right around 4.5 times. So why so low? Let me take a moment to explain our rationale. Cousins has over 50 years of development expertise. We believe we have created and continue to create significant value through our development activities.

But a development pipeline does increase corporate risk. We manage this risk by capping our development efforts as a percentage of our total asset base as well as maintaining a low levered balance sheet. We believe this combination a prudent development effort supported by conservative balance sheet is very compelling.

We also like the dry powder low leverage provides during times of macro-economic stress. As part of the Parkway transactions we transferred some of our low leverage to new Parkway to ensure their financial strength at the time of the spin-off. As a result, our net debt to EBITDA ratio has increased to 5.2 times.

This is still very strong and well below the office average of 6.8 times according to SNL. But we intend to bring it back to 4.5 range in the intermediate term. Before turning the call over to the operator, I wanted to again reaffirm the earnings guidance we provided in early January.

There are no changes to our estimated FFO range or the assumptions behind it. In closing, no doubt about it. Our quarterly financial results were complex. But don't let that complexity hide the fact that we accomplished quite a bit during the fourth quarter, all while generating terrific operating results.

We’ve worked hard to make sure 2017 will be a less complex. We want to ensure that you, our investors, have a clear line of sight, the power of the company we've created and it's quite a company. It's an exciting time here at Cousins. Thanks for your patience and support and with that, I’ll turn the call back over to the operator..

[Operator Instructions] Our first question today comes from Jamie Feldman from Bank of America. .

Good morning.

So I guess the first question, the same store guidance of 2% to 4%, is that the entire portfolio or is that just the seven Cousins assets that you quote in the supplemental?.

Hey Jamie, it’s Gregg. Good morning. So we will add two additional assets to the same property pool that was there in the fourth quarter, those assets are Northpark in Atlanta, Fifth Third Center in Charlotte.

Those are two big assets, which will increase the same property portion of our total NOI from about 18% to about 31% during 2017, assuming we don't sell or buy anything else. So it's bigger in ’17 than it was in ’16. There's a couple additional assets. .

Okay, but -- so you're giving us the internal growth guidance of 2% to 4% but that's really not, it's only still a third of the portfolio, do you have a sense of what that number looks like for the entire portfolio?.

Jamie as I said in the prepared remarks, we're going to take a look at providing incremental information in 2017. I think it will give you a little more transparency into the performance of the whole portfolio in ‘17 relative to ’16.

But that will be in addition to our consistently provided same property performance that will definitely provide, the 2% to 4% that we talked about refers to that 9 property portfolio I talked about, that represents 31% of the total portfolio. .

So maybe just your gut feel of what do you think internal growth is for the whole business?.

Jamie, there is -- as we look forward to 2017 and on, I think the growth trajectory of the company looks very attractive.

The rents across our portfolio continue to be below market, roughly 10%, I think, is the number that I've provided in the past, as we look forward to 2017 I think it’s important to look at -- we do have a portfolio that continues to in-shop from a percentage lease standpoint and we do not have a whole lot of expirations over the course of the next couple years and if you look at our supplement relative to our peers our rollover profile in 2017-18 and ’19 is relatively low and that’s a testament to the fantastic job the team has done getting in front of some of those expirations.

But again I think as highlighted by the quarter that we just had in the leasing activity in the continued roll up in our rents, I think you'll continue to see that translate into ’17 and beyond. .

And then any latest thoughts on market concentration and if you tell maybe some of the Florida markets. .

Jamie, when we look at the Florida markets we're excited because it's sort of piggybacking on what Colin just said, we do have vacancy there. And we're very focused in Tampa in particular as the pipeline has picked up and we think we'll have some positive things to announce during the balance of the year.

So our focus on the Florida markets is continue to get to go, to know them better but take advantage of this vacancy and get it leased up to create value for the shareholders.

As we look to the balance of the company, the thing that we will absolutely do is stay disciplined with urban assets in the best sub markets and we will look for opportunities for those within all of our existing cities but we also continue to look at other cities in the sunbelt, where we can get that dynamic that has led to the success that we've had with our current strategy which is trying to get best urban markets near transit, best buildings and in an environment where we think our operating approach to doing business will be successful.

And so we'll look both with our existing portfolio as well as continue to look for other opportunities outside that portfolio. .

And Jamie, just to add on to Larry's comments, in addition to looking for new opportunities whether being some of our existing markets or potential new markets is your question regarding growth.

Again we do have organic growth through below market rents but to kind of echo our earlier comments from our scripts, we've got a fantastic development pipeline of about $500 million. That today we think pro-forma could be in the high 80s on a percentage lease basis.

So you'll start to see that that pipeline begin to deliver in the later part of this year and 2018. So that's going to be a fantastic growth opportunity for the company and we'll continue to look for new opportunities certainly in a disciplined manner..

And then just last question for me, thinking about the CapEx needs for the year, what are your thoughts based on the guidance of where you might end up on the FFO and is there room about the distribution in 2017?.

Jamie, it’s Gregg. We don't provide AFFO guidance, we just provide FFO guidance. So I'm going to comment pass on that comment in terms of providing AFFO guidance. In terms distributions we do drive our distribution decisions off of AFFO, it’s decision made by the board every quarter.

But when we right sized the dividend to reflect the Parkway distribution in the fourth quarter we right-sized it with an eye towards ’17. And so I think you should probably expect very little if any change to our dividend distributions in ’17 versus what we just did for the fourth quarter ‘16. .

Our next question comes from Tom Lesnick from Capital One..

Hi guys good morning. My first question on the investment sales environment in Atlanta, particularly for multifamily assets, we've heard some comments from players in the apartment industry about fewer bids out there for assets right now and cap rate is potentially taking a little higher.

How are you guys thinking about the environment for your Emory asset?.

A great question and we have seen an overall, I’d characterize spinning bidder pool in the multifamily space, and perhaps a slight pullback from some of the institutional -- larger institutional investors and that could lead to a creep in cap rates.

I think some of that's a function in the multifamily space of the supply that's out there which is certainly a bit different profile than what we see in the office space today.

But I think as we look at Emory Point it's important to point out that the incredible infill location that we have there adjacent to the CDC and Emory University and if there's one area in Atlanta that is then under supplied and supply constrained at that particular sub-market. .

That's helpful.

And then on ACS, I believe you guys have historically talked about that side being potential demand from the data center community, what are you guys seeing there?.

Yeah, I think it's -- that is an asset that -- as Larry mentioned will likely bring to the market in the relatively near future. I think it's going to be a very attractive opportunity for a wide ranging group of investors.

As you mentioned there is a data center component, it's a bit of a hybrid given the network and fiber that runs underneath Atlanta. Today I'd say that it's roughly 25% or so of the square footage comprises of data center customers with 75% of the office side.

So as we bring that out we hope to see good interest from not only office investors but potentially some of the technology oriented real estate investors as well..

And I guess shifting gears, Gregg, other companies have undergone reverse splits in the last couple of years with some success. And just given that you guys are kind of going along here at $0.15 to $0.16 and consensus appears to remain that way for the foreseeable future.

Is there any inclination on your part to pursue that and potentially increase the share price and per share metrics?.

Well, clearly we're trading below $10 which kind of puts that on the table. We're not at $2 or $3 or $4 which we’d absolutely put at front of the stable. But that’s the best decision for the board, we talk about it, if that's something we decide to pursue, we will be transparent with you all going forward..

Appreciate that and then last one for me.

I'm sorry if I missed it but were there any residual costs from the merger that are expected to be expensed in 2017 from a timing perspective?.

Tom, included in our 2017 guidance is a range of between $1 million and $3 million of additional lingering transaction costs that will run through 2017 numbers. .

Our next question comes from Michael Lewis from Sun Trust. .

You mentioned a big lease, and you signed that Northpark, that just happens that their next lease overall 100,000 square feet, it’s not calling every 29 theme but it's also at Northpark.

So I was just wondering if there's visibility into that and if that mark-to-market you kind is kind of consistent with the roughly 10%, that caller spoke to pretty overall credit. .

Michael, it's Colin and you're right. Our next large exploration at Northpark aside from the Equifax moveout which we've mentioned in August of this year, is AIG in 2019. It's a bit too early to project but we have had a great relationship with those folks, the dialogue continues.

I think it's just a bit premature for them but that is certainly something that we will be very focused. In terms of the specific mark to market, again I don't want to provide guidance on a specific lease upcoming rollover like that from a competitive standpoint.

But we do see really good opportunity at Northpark across the board to continue to roll rents to market. And that particular lease wouldn't be any different. I just want to shy away from the specifics as we begin this conversation..

Understand, particularly in terms of the development portfolio obviously a lot of wealth-ish projects and build to suite, Carolina Square lease-up, it looks like there's some leasing to do it at 8000 Avalon. I think Colin may have mentioned a lease there.

But is there any color you could provide kind of under-demand [ph] there and then also more broadly Atlanta's been a strong market.

Are there any signs of a slowdown in activity or kind of demand?.

I would say Atlanta continues to have strong demand.

We haven't seen any dip, in terms of leased volume, I mean the total square footage lease in the city of ’16 is a little lower than it was in fifteen but we -- just like the police, we just executed WestRock, we continue to see good opportunities in the best buildings near transit to drive good results.

In terms of Avalon, usually when we do a building like this. Our goal is to be sort of in the 40% to 55% leased range when the building opens because particularly in a mixed use environment like Avalon, a lot of it is less people see.

So they can understand the true value offering that we have there and I'm confident we'll be in that range by the time we open it. The pipeline looks really strong and we're feeling confident about where 8000 Avalon sits. .

Our next question comes from Jed Reagan with Green Street Advisors. .

Good morning guys. Can you talk about the expected timing for somebody lumpier ’17, dispositions, are there any taxable games, you may need to protect your payout with ACSC or Emory Point. .

It’s Colin. I will tackle the first half of that from a timing perspective. Our goal with those Emory Point and ACSC, is to be in the market here very shortly and would like to try to get this done in the first half of the year or they could create creep over a month or two depending on the specific timeline of the deal.

But we're focused on moving this forward this process is now..

Jed, good morning. It's Gregg. In terms of the taxability of those two asset sales whether they require a special distribution on our part, the answer is currently no. We don't anticipate either of those sales generating the requirement for special distribution..

And you mentioned a little bit earlier just, you know, potential external growth opportunities.

Just wondered if you could offer any more on and kind of how you're thinking about the acquisition environment today and if there are any build to suite opportunities you're pursuing that might hit in ’17?.

Jed, this is Larry. We continue to see some build to suite opportunities not anything that we can see on the very short term horizon. But those things pop up.

Usually where you a quarter or two in advance and you're pursuing and you have a little bit better things we don't have any visibility on anything in our portfolio that I would put in that sort of short timeframe. .

In terms of the acquisition market as we look both within our own portfolio and cities as well as future cities we look at is the importance of a our balance sheet strategy if when we start to see, markets that meet our standards in terms of where we want to be.

We also want to be patient and make sure we buy assets at the right time to get the kind of results that our portfolio demands and that's the reason we're, as Gregg said keeping our powder dry..

Can you just run through quickly maybe Colin, how the rent growth environment is looking across some of your markets, maybe just the range for the kind of rent growth if any that you guys are observing currently?.

Yeah, as I mentioned in my prepared remarks and we've seen very very significant growth in Austin, double digit type growth. Certainly there's been fantastic opportunities for us to drive rental growth in Tempe. We're also seeing that here in Atlanta, kind of order of magnitude, Jed, over the last year or two it's ranged anywhere from 5% to 10%.

Florida has been a little bit slower too than some of our other markets in Tampa and Orlando. It's been a little bit more moderate probably closer to inflation type ranges 2% to 3%. But as both of those markets have now tightened, we're optimistic that we will see a catch up in both of those. .

Okay, 5% to 10% also applies to Atlanta. .

Yeah, we’ve seen that. I would say that the Tempe’s and Austins have been at the higher end of that range and I'd say that the Atlanta and Charlotte have been closer to that kind of five percent range with Tampa and Orlando closer to inflation like levels. .

And then just last one for me, I think you guys had originally outlined about $85 million of expected merger costs and I think you recorded what 30% million or so far, a couple more couple million more program in ‘17.

Were you able to just execute lower cost than expected or did Parkway end up shouldering a little more of the burden or how did that play out?.

Hey Ted, it’s Gregg. Lot of the transaction costs went on Parkway’s books at or before the time of the merger. So you won't see the full 85 show through our numbers because it's a combination of our expenses and theirs.

But when you combine the two together we believe that the total transaction costs are going to come in right around $85 million and then we're going to hit that line..

[Operator Instructions] Our next question comes from John Guinee from Stifel. .

Thank you. So good morning. Just a few quick ones.

Colin, do you think you can exceed the outstanding debt on the sale of the ACSC building?.

We do, we're very confident of that. .

Second, just to clarify the dividend has been reset at about $0.06 per quarter. .

Yet exactly $0.06 sure. .

Third, 191 Peachtree sale, Cousins re-up there or are you going to relocate into a Cousins owned building. .

We will relocate this summer to a Cousins zone building. .

Which one?.

3344 in Buckhead. .

And then I guess Colin or maybe -- NCR, if I'm doing the math right looks like it's going to cost about $445 a square foot, Avalon looks like it's going to cost about 3.25, and the Dimension building in Charlotte about 2.50 a square foot.

First if those numbers are accurate, let me know and then can you talk a little bit about the difference in what you're delivering for those widely different prices --.

First, those are our GAAP numbers which does incrementally increase those costs a bit relative to a cash number.

And so the key differentiator is as you kind of go across those particular assets that you mentioned, the NCR deal was ultimately done on a return on cost basis, let’s say, the amount of TI, that went in there was maybe a little bit higher given the build to suite nature of that and some of their tech requirements.

And so that pushed that project costs up a bit. The Avalon, it’s a little over 300,000 a square foot and I think it’s representative of a kind of mid rise suburban project with a structured parking.

The Dimensional funded by your projects you referenced what's missing there from a project cost standpoint is dimensional decided to fund their tenant improvements outside of our transaction. And so you would have to add a market TI to that to get to a kind of a more normalized market level development costs. .

And have you quoted any expected yield on cost for these development deals?.

We have not provided specifics per project in the past, we have referenced on a GAAP basis that the return on costs is in the mid eighty's on the projects on a blended basis. .

And our final question for today is a follow up from Jed Reagan from Green Street Advisors.

Mr Reagan, is it possible that your phone is on mute?.

Yes, thank you. Just on kind of market selection you've got the Carolina Square project, which obviously is delivering in the Raleigh Durham area.

Is that a market you'd like to expand in or is that likely to be more kind of a one off there?.

Raleigh Durham market is one that we have looked at. I wouldn't say it's on the top of our list going forward. Various reasons, so I would look at the Carolina Square is more of a one-off opportunity although that always can change, as cities change and demographics change but it would not be on the top of our list. End of Q&A.

And ladies and gentlemen at this time I'd like to turn the conference call back over to management for any closing remarks. .

We as always appreciate your interest in our company. 2016 was obviously a fantastic year and we are optimistic as we look forward to ‘17 and appreciate your continued interest. If you have any questions, as always the management team is available and just feel free to reach out. Thanks so much..

Ladies and gentlemen that does conclude today's conference call. We do thank you for attending. You may now disconnect your telephone lines..