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Piedmont Office Realty Trust, Inc. (PDM)

Q3 2011 Earnings Call

November 04, 2011 5:00 PM ET

Executives

Robert E. Bowers – Chief Financial Officer

Donald A. Miller – Chief Executive Officer

Raymond L. Owens – Executive Vice President, Capital Markets

Laura Moon – Chief Accounting Officer

Bo Reddic – EVP of Real Estate Operations

Eddie Guilbert – VP of Finance Strategic Planning

Analysts

Michael Knott – Green Street Advisors

David Rodgers - RBC Capital Markets

Mark Lutensky - BMO Capital Markets

Chris Caton – Morgan Stanley & Co. LLC

Brendan Maiorana – Wells Fargo Securities

John Guinee – Stifel, Nicolaus & Co., Inc.

Carey Stochon – Private Investor

Operator

Greetings and welcome to the Piedmont Office Realty Trust Third Quarter 2011Earnings Conference Call. At this time all participants are in a listen-only-mode. A question-and-answer session will follow the formal presentation. (Operator instructions). As a reminder, this conference is being recorded.

It is now my pleasure to introduce your host, Robert Bowers, CFO of Piedmont Office Realty Trust. Thank you, Mr. Bowers. You may begin.

Robert E. Bowers

Thank you, operator. Good morning and welcome to Piedmont's third quarter 2011 conference call. Last night, in addition to posting our earnings release, we also filed our quarterly Form 10-Q and Form 8-K including our unaudited quarterly supplemental information, all of which are available for your review on our website at www.piedmontreit.com in the Investor Relations section.

On today’s call, the company’s prepared remarks and answers to your questions will contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address matters, which are subject to risk and uncertainties which may cause actual results to differ from those discussed today. Examples of forward-looking statements include those related to Piedmont Office Realty Trust revenues, operating income and financial guidance, as well as leasing and acquisition activity. You should not place any undue reliance on any of these forward-looking statements and these statements speak only as of the date they are made.

We encourage all of our listeners to review the more detailed discussion related to risk associated with forward-looking statements contained in the company’s filings with the SEC. In addition, during this call, we’ll refer to non-GAAP financial measures such as funds from operations, core FFO, AFFO, and EBITDA. The definitions and reconciliations of our non-GAAP measures are contained in the quarterly supplemental information available on the company’s website.

I’ll review our financial results after Don Miller, our CEO, discusses some of the quarter’s activities, including progress towards our strategic operating objectives. In addition, we are also joined today by Ray Owens, our EVP of Capital Markets; Laura Moon, our Chief Accounting Officer; Bo Reddic, our EVP of Real Estate Operations, and Eddie Guilbert, our VP of Finance Strategic planning. All of whom can provide additional perspective during the question-and-answer portion of the call.

I’ll now turn the call over to Don Miller.

Donald A. Miller

Good morning everyone and thanks for joining us as we review our third quarter 2011 results. We are pleased to report functional operations of $0.40 per share this quarter. Bobby will discuss our financial results in a moment. However, I would like to update you on our leasing and capital transaction results for the quarter, as well as touch upon the stock repurchase program that we announced in conjunction with our earnings release last night.

First, with regard to leasing, we are encouraged by the volume of leasing activity during the quarter as we signed just over 900,000 square feet of office leases including 342,000 square feet of leases with new tenants. This volume brings our year-to-date 2011 total leasing to 3 million square feet, almost 14% of our portfolio which is only 100,000 square feet less than our highest every annual leasing volume.

The company’s same store office portfolio was 87.8% leased at September 30, 2011 as compared to 88.8% leased a year ago. This 1% decline in same store occupancy is largely due to the net 250,000 square foot Zurich lease expiration at Windy Point 2, in Suburban, Chicago in August.

The total portfolio including our recent value-added acquisitions which are detailed on page 32 of our supplemental information was 86.4% leased at September 30, 2011 and our weighted average remaining leased term is 6.6 years.

While we executed a number of leases during the quarter particularly in New Jersey, Chicago and Detroit, in the interest of time I will limit myself to highlighting just a couple of the more significant recent transactions. Notably, we have seen a lot of activity at AM center in downtown Chicago. In Entegris, signed a 15-year headquarters lease for approximately 150,000 quarter feet to begin in mid-2014. Additionally, the PR firm Edelman agreed to extend their existing 140, 000 square foot lease until 2024 and to expand their premises an additional 37,000 square feet beginning in 2012.

We are seeing a good deal of interest and are optimistic the addition in the fourth quarter.

Turning to our Northern New Jersey assets, we continue to make significant progress and back down space that will become available in early 2012 as a result of the Sanofi-aventis lease expiration at our Bridgewater assets.

During the third quarter, Harding Loevner signed a new seven-year 30,000 square foot lease at 400 Bridgewater and recently Synchronous Technologies opted for an approximately 80,000 square feet for 11 plus years at 200 Bridgewater. These leases when combined with three previously announced deals, means that Piedmont has re-leased almost half of the approximately 450,000 square feet of expiring Santa Fe space in the Bridgewater properties six months prior to their expiration.

Also in New Jersey, Gemini Technology Services, a subsidiary of Deutsche Bank, renewed 200,000 square feet for 7-plus years at our 2 Gatehall Drive property in Parsippany.

As relates to the leasing progress in our value-added properties which are detailed on page 32 of our quarterly supplemental information in addition to two-leases totaling 25,000 square feet at our Medici Building signed during the third quarter, we anticipate they will be announcing some material progress towards their leasing goals for these value-added properties during the fourth quarter of this year.

We believe our capital markets efforts have laid the ground for future earnings growth and enterprise value appreciation on these assets.

In summary regarding leasing, we are pleased with the volume of year-to-date leasing activity which is on a record pace with a number of deals we are currently working on for the fourth quarter. However, we expect that the pipeline may flow beginning the first quarter of 2012, reflecting the economic news and market volatility over the last two months. We continue to see little upward pressure on run rate on most markets. Year-to-date run rates on executed rolling leases are up about 4% on a GAAP basis and down a little less than 1% on a cash basis.

Keep in mind remodeling our short term financial pro-forma, many of the leases executed over the previous two years which contain lower net effective rents, don’t commence until 2012 or later. Therefore, we have yet to see the full financial statement impact for the recent recession negative rent roll down activity. We are hopeful however we’ve seen the bottom of the run rate draw.

On the capital allocation front. We remain focus on continuing to reduce the number of markets we are located in and recycling capital on the both stabilized and value-added opportunities in our identified concentration and opportunistic market.

To that end during the third quarter, we disposed our three nine core assets. Both three properties at 47300 Kato Road which was a joint venture property in Fremont, California, the 156,000 square foot Eastpointe Corporate Center in suburban Seattle and the 254,000 square foot GSA occupied property at 5000 Corporate Court in Holtsville, New York. We also continue to work with the buyer of our 96.5% ownership interest in 35 West Wacker in Chicago and expect that transaction to close before year end pending final lender approval for the buyers assumption of outstanding debt on the property.

As previously announced we recycled the proceeds from these dispositions during third quarter into a 440,000 square foot Class-A office complex, located at 225 and 235 Presidential Way in the Boston submarket of Woburn. The complex is comprised of two buildings, five-stories each constructed in 2000 and 2001 with an adjacent three-storey packing structure. Together, the buildings are 100% leased through 2019 to investment grade-rated Raytheon. This acquisition trips our strategy of increasing our exposure on our select concentration markets in high quality assets at a reasonable basis. The Presidential Way assets were acquired for $194 a square foot.

We have one other pending acquisition for a 176,000 square foot property at 400 Town Park in Orlando, Florida. This property will be another value-added acquisition for us. We believe this recently constructed 19% leased property is the best office building located in the desired Lake Mary sub-market and we are confident in our ability to add value to shareholder through the leasing up on this asset.

Finally, I want to talk briefly on the stock repurchase plans that we announced last night. It is no secret that the displacement in the equity markets and more specifically the REIT equity markets during the last quarter has been pronounced. At the same time we feel that the Piedmont fundamentals have remained strong.

While it is true that we expect our realignment strategy and lease roll-over to negatively impact our 2012 operations on a short term basis, on a longer term basis, we feel like the stock is significantly undervalued in today’s market. Given the low Cap rate environment in many of our targeted markets and concerned the significant proceeds that we anticipate receiving during the fourth quarter as a result of the lack of sale, it appears that we may deal or reinvest those proceeds on our own real estate on a more accretive basis and we are going to invest them in real estate owned by others.

While this is certainly not a long term strategy by any means, given the unique capital markets environments today and our strong balance sheet and liquidity position, we feel the stock program affords us the opportunity to invest our capital more accretively and at most any other manner available to us today.

I will now turn the call back over Robert Bower to discuss our financial performance and the balance sheet.

Robert E. Bowers

Thank you, Don. I will briefly discuss our financial performance over the quarter and our guidance for the remainder of 2011, I encourage you to review the earnings release, supplemental information and the financial results filed last night for further details.

Now turning first to our income statement for the third quarter, our rental revenues were up 3.7% to $105.9 million as compared to the same quarter in 2010. This increase was driven by a $7.1 million increase in rental income received from newly acquired properties and is partially offset by two factors. The lower rate roll downs from previously executed lease renewals which commenced during 2011, and the impact of a 1% increase in vacancy in our same store portfolio related primarily to the Zurich lease expiration in windy point 2.

Total revenues for the quarter appear flat. The 2010 third quarter results included $4.2 million of termination fee income. While we had no termination fee income in the current quarter.

On the expense side. Property operating costs, depreciation and amortization were all up largely due to acquisition activities.

Corporate, general and administrative expenses for the quarter were approximately $2 million lower than the same quarter a year ago primarily attributable to lower expenses related to our change in transfer agent at the beginning of the year.

The change in other income and expense reflects $1.1 million decrease in interest income related to the termination of the mezzanine loan receivables due to our foreclosure on 500 Westman Road during the first quarter of 2011.

The $26.8 million in gains on sales of real estate this quarter include a $14.6 million gain on the sale of 5000 Corporate Court in Holtsville, and a $12.2 million gain on the sale of Eastpointe Corporate Center in Seattle.

There are two one-time items which are included in the third quarter results a year that were the primary reasons for the decrease in the current quarter’s FFO. They are the $4.2 million of termination fee income previously discussed and a $3 million property tax credit related to lower tax assessments for several properties.

AFFO in the current third quarter reflects a $7.5 million increase in capital expenditures. On a year-to-date basis, tenant related capital expenditures deducted in calculating FFO were $46 million, which is up $23 million from a year-ago. As we’ve discussed previously, the increase in capital expenditures and the corresponding decrease in AFFO this year were very much anticipated given the large amount of leasing and re-tenant activity that is currently occurring in the portfolio and expected to continue into 2012.

Don updated everybody on our success this quarter in leasing available office space. In connection with this activity, I would like to draw your attention to page 27 of our quarterly supplemental information which discloses future anticipated capital expenditures associated with these leasing transactions.

Outstanding capital commitments totaled $145 million a quarter end including $17 million in anticipated incremental capital expenditures.

I want to point out that the $128 million non-incremental portion of the outstanding capital commitment would decrease by approximately $35 million later this year with the disposition of 35 West Wacker.

The cumulative effect of rent roll downs during the recent recession and the near term need for capital to fund tenant improvements, prompted management to file a separate communication to our stockholders this quarter, expressed in the probability that the current annual dividend of a $1.26 per share would likely be reduced.

Beginning in the first quarter probably of 2012, we anticipate that the new dividend amount will be closer to our estimated 2011 taxable income and pool gains on sales of assets of approximately $0.80 per share.

Pending final review and consideration and approval by Piedmont’s board, we believe this reduction in the dividend level will put our dividend more in line with our peers and most importantly should make it sustainable over the long term.

Now looking at our financial position, our balance sheet remains extremely strong and leaves us well positioned to find necessary tenant improvements and execute our portfolio repositioning strategy. We currently have approximately $400 million of capacity, considering our cash on hand, availability of our line of credit and the anticipated proceed from 35 West Wacker sales. With regards to our debt September 30, we had approximately $327 million drawn on our $500 million unsecured facility. During the quarter, we extended this line of credit which is priced at 47.5-basis points over labor until August of 2012.

We are also currently evaluating several refinancing opportunities to replace the $250 million unsecured term loan that we paid off in June using this line of credit.

Debt coverage ratios remain stable and well within the debt covenant limits, we ended the quarter with a debt gross asset ratio of 30%.

Pages 17 through 20 of our quarterly supplementary information provide additional details on all of our debt covenant ratios and associated maturities.

In closing, I would like to narrow the guidance that we’ve previously published for the year 2011. We anticipate core FFO in the range of $264 million to $269 million or $1.53 to $1.56 per diluted share which is in the upper end of the previously provided range.

Looking ahead as we’ve mentioned today and previously, the long term benefits of our strategy of realigning our operating markets will translate into short term earnings pressure.

We estimate that the disposition of our interest in the stabilized 35 West Wacker building will generate approximately $70 million in book gains on the sale of the asset.

We anticipate to receive the proceeds from this joint venture sales have been a major driver in holding our current dividend where it is till the end of the current year.

After the disposition, the company will no longer receive Wacker’s approximate annual $0.14 per share contribution to FFO. The essence of Wacker’s contribution to FFO coupled with other factors will have an approximately $10.04 per share impact on Piedmonts current quarterly core FFO run rate of $0.38 per share.

We are in the process of completing our 2012 budget and we’ll be prepared to give more detailed guidance for 2012 during our yearend earnings call in February.

That concludes our prepared comments. I will now ask the operator to provide our listeners with instructions on how they ask questions on management. We will try and answer all of our questions now or make appropriate later public disclosure if necessary. We do ask that our listeners limit their questioning to one following question so that we can address as many of you as possible. Thank you.

Question-and-Answer Session

Operator

Thank you, ladies and gentlemen, we will now be conducting a question-and-answer session. (Operator instructions). Our first question is coming from the line of Michael Knott with Green Street Advisors. Please state your question.

Michael Knott – Green Street Advisors

Good morning guys. Hey Don, like the share buyback authorization. When you say that the prospect of doing that is accretive, are you speaking primarily of FFO or are you speaking more from an NNV standpoint?

Donald A. Miller

Actually Michael we are speaking from both an FFO and an NNV standpoint based on our calculations. However, would not be as accretive from an FFO standpoint if you think about doing the math on that. But on an FFO and NNV basis, if we bought at these levels that we – pro forma then it would be accretive on both an NNV and FFO basis meaningfully.

Michael Knott – Green Street Advisors

Just a quick follow up to that. Which one of those metrics is more important to you in your decision making?

Donald A. Miller

NAB would be the more important of the two.

Michael Knott – Green Street Advisors

Okay. And then my other question is do you guys have any insight or comment on how you think the retail shareholder base might react once the dividend is actually cut? That is a big question and theme that I hear constantly among investors in Piedmont.

Donald A. Miller

Yeah. Michael, we are hearing the same thing, doesn’t surprise me that you are hearing about it as well. You know I think we’ve got a couple of views on that. I will go back and do a little hair stream, obviously when we first came public we were 100% retail and obviously we structured the recapitalization to make sure that people weren’t too concerned about fall back issues earlier in the life of the company being publicly traded. And obviously the recapitalization had a positive impact but frankly management as we’ve always said, and we said on our IPO road show that we didn’t expect a math of amount of flow back since we had such an active share redemption program over the life of the vehicle. As a result we felt like that flow back will be fairly modest in any event even without the recapitalization.

You flash forward to sort of early part of this year where we had the last of the recapitalization become class A shares and I think there was some concern at that point as well that there would be some fair amount of flow back coming back to the market. I think we may have seen a little bit then, but again I don’t think we saw anything near what people expected and then I think we feel like the same theme probably exists today, obviously we are up to probably a 50/50 or a little more ratio on an institutionally held basis now and, so even if there was runs at the bank from the retail investors it would be a much smaller impact. That is sort of a number one thought. Number two thought is we’ll still have a pretty attractive dividend yield even if our stock moves up a little bit, the dividend yield will be a little above reap market averages. And so we think that that will probably continue to maintain a lot of people’s desire to hold the stock. And then third, obviously although it is not a primary reason for the stock buyback, we are going to be patient with our stock buyback and if we feel like that there is a need to step in, we’ll be available to do that at that point in time as well. So we think all of those things go to that being a much less of an issue than some people are worried about but you never know. Those are our opinions, those aren’t facts.

Michael Knott – Green Street Advisors

Thank you.

Operator

Our next question is coming from the line of David Rodgers with RBC Capital Markets. Please state your question.

David Rodgers - RBC Capital Markets

Hey Don. Just except with leasing in the quarter and its sounds like you expect some additional leasing value add another during the fourth quarter. So I guess in the discussions that you are having with your customers. Does it sense that we are heading for a double-dip recession here? Do you feel like the volume is consistent as prices or lease rates are that we’re going to continue to progress in a positive direction just more slowly. Can you give us some color on kind of the firm’s view on that going forward?

Donald A. Miller

I will start and if anybody else has a view here I will let him jump in. It’s interesting David, it’s almost as our view or our feelings about that is almost as volatile as the stock market, and what I mean by that is your sentiments is just changing depending on what the market has done over the last few weeks, more than I have ever seen in my career. And so although we haven’t seen much in the way of any leases blowing up as we talked about in the last earnings call as a result of the slowdown or the recession during the slowdown economic activity in the second quarter, we do feel like there may be less activity coming into the market now than there was six or nine months ago. Obviously a lot of these larger, especially these larger leases that we tend to traffic in, tend to take you know six, nine, sometime even twelve months from start to finish to complete, and as a result a lot of activity that we were completing here in third and what we anticipate be a very active quarter in the fourth quarter, a lot of that gets started earlier this year. The question would be, did the activity that got (inaudible) end of the fall and that slowed down a little bit, will that translate into lower leasing volumes next year. And we are concerned about that, I am not ready to wave the white flag or get too concerned about it yet. But we are seeing a slightly slower leasing volume on a forward pipeline basis than we were seeing earlier this year. So a little hard to tell obviously, but sometimes it can be as – we can impacted emotionally by the market just like everybody else in terms of our views on those issues.

David Rodgers - RBC Capital Markets

And I guess may be similar question for Bobby on the capital front. May be equity market excluded. What’s your view of the debt capital or preferred capital markets over the course of the next six, twelve, eighteen months I guess in part that gets you comfortable with the share buyback,

Robert E. Bowers

Well obviously the interest rates have actually stayed down and make attractive to us to look at various borrowings. I am actually going to ask Ray to comment because he has been working on a lot of our long term debt structure and financing here recently. Ray, would you like to comment?

Ray Owens

Sure. I think the beauty of what we are trying to do is we do have options. Earlier in the year we were seriously contemplating going to the unsecured bond market because we thought spreads and with treasury being down we could execute there, but over the last month to two months, the unsecured bank market has opened up quite a bit and when we look at what our debt maturity schedule would look like, we thought we had optionality to evaluate both of those and possibly move more towards the unsecured term loan bank market right now. And when we look at an all lend borrowing cost striking out the five years, it is very compelled. So we monitor the market because we have a balance sheet that we do – we have those options and we can act very quickly given our good quality bank group that we have. So we are certainly looking at doing some type of financing in the next quarter and being able to execute on a very strong basis as far as how that pricing would be.

Robert E. Bowers

Thanks Ray. You may know that we used the line of credit to pay off the term loans back in June. So certainly we are looking very closely at replacing that $250 million unsecured term loan at this point Dave.

David Rodgers - RBC Capital Markets

I guess just to tie out those two thoughts, I am sorry I am moving over my two questions, but if you really don’t expect that the capital markets are going to get any worse, you clearly don’t think that asset pricing is going to get substantially better, I don’t think by levering up through a stock buyback. Why go that route and I know you haven’t bought stock back yet, but why even go down that road given capacity you have today to go out and acquire assets in an environment where it would seem that your argument is the capital markets are going to stay fluid and it doesn’t seem that the asset markets are going to get any better.

Donald A. Miller

Dave I know how business is done. You know to us, we look at a share buyback program as truly a capital allocation decision. We got a lot of options out there. We are still looking at real estate to acquire and we don’t look at the stock buy back as being anything -- it’s not a mutually exclusive decision by any stretch of imagination, we are both looking at real estate and our stock, but we’ve always believed and will continue to believe that our duty is to do the best thing we can to try to create shareholder value and if we feel like we can buy our stock at a discount to NAV, then that’s very equivalent to buying real estate at below market pricing, and so its hard for us to want to pay retail pricing for a piece of real estate when we can buy it at some discount on our stock. So I think that that’s probably driving our decision making more than any other factor on why we are putting the stock buyback program in place. Obviously if we weren’t 30% levered and didn’t have the amount of capacity we had, it might be a more difficult decision and I think that is probably why you are not seeing very many other REITs take this path is because they don’t have the flexibility that we have from a balance sheet perspective.

David Rodgers - RBC Capital Markets

Thank you.

Operator

Our next question is coming from the line of Mark Lutensky with BMO Capital Markets. Please state your question.

Mark Lutensky - BMO Capital Markets

Thanks. Don, can you give us your read through on what you are sensing from the GSAs right now given you know, all the stuff that is going on with federal budget. Is there any change there? Do you sense pent up demand or are they more bearish in their outlooks?

Donald A. Miller

Hey Mark. You are talking about GSAs and – programs. Is that what you mean?

Mark Lutensky - BMO Capital Markets

Yes.

Donald A. Miller

Yeah. Probably getting more bearish all the time Mark. I would tell you that we are seeing more and more decisions around – as a tax payer decisions I would like to see, as a re-owner, maybe not decisions I want to see in terms of both prolonging decisions, trying to get more efficient and trying to be more – acting more like almost a private company would act in terms of trying utilize their space. And so I’m not sure that’s very positive long term for the Washington market and not positive long term for maybe some of our situations. We will have to wait and see. I guess I would take that one more step. I can’t believe there are actually people thinking about building office buildings in Washington DC right now. If anybody was building – if somebody was to ask me whether we should build the Speck building in Washington DC right now, I’d say you should have my head examined. I just feel like there’s some long term downward pressure in Washington DC for the foreseeable future.

Mark Lutensky - BMO Capital Markets

Okay, thanks. And just to follow up, Bobby. I’m sorry if I missed it. Did you say there was a $0.04 negative impact from the asset sale in the fourth quarter?

Robert E. Bowers

Well, I said – if you look back at the script, it’s $0.14 that’s related specifically to the sale of 35 West Wacker.

Donald A. Miller

But $0.14 on an annual basis, so $0.035 a quarter. So $0.035 cents of the $0.04 basically is attributable to West Wacker.

Mark Lutensky - BMO Capital Markets

Right. Then net of any use of proceeds, right?

Donald A. Miller

Good for that.

Mark Lutensky - BMO Capital Markets

Great. Thank you.

Operator

Our next question is coming from the line of Chris Caton with Morgan Stanley. Please state your question.

Chris Caton – Morgan Stanley & Co. LLC

Hey Don, just a quick follow up on the share buybacks. In the press release you talked about accretion over time, but on the call here you specifically mentioned proceeds from West Wacker. Can you give us a sense of timing and the scale in which you’ll be buying?

Donald A. Miller

Yeah. Chris, I knew that question was coming and I know I can’t answer it. So I’ll do the best I can. Our thinking is the following. We think our stock is undervalued relative to its private market value. As I said earlier, we would rather buy our stock than real estate if we feel like there’s a meaningful difference in those valuations. And so at certain prices – and obviously I can’t address those, but at certain prices will be enabler and if for some reason the stock got to a level that we thought was extremely attractive, we’d be a bigger buyer. But I wouldn’t – I assume you’re trying to up this from a modeling perspective. I wouldn’t assume we’re going to be a huge buyer of our stock over the next couple of months or something like that. My guess is that obviously it will depend on the value of the stock in the marketplace and it will depend on sort of where we are moving and what opportunities we’re seeing in the private market. But we’re just going to be opportunistic as it relates to the value of the stock and so it’s very hard to predict volumes without knowing what the share price in the marketplace is going to be.

Chris Caton – Morgan Stanley & Co. LLC

Thanks and then sticking with Chicago on AON, the building itself, you talked about leasing progress. To what extent does that effect your negotiations for renewals out in ’13 and ’14 and does that – you talked about rents hopefully bottoming here. So does that put pressure on some of the renewals that you’re looking at in ’13 and ’14? How are those discussing?

Donald A. Miller

I’m not sure we’ve seen material upward pressure on rates in Chicago yet, but certainly the tightening of the big blocks and the slightly improving market conditions in downtown Chicago would indicate that if we get another year of strong absorption which we’ve been seeing there recently, we could get the entire marketplace to the point where you could start to see rents grow, because certainly there’s lots of room between where rents are today and what replacement cost rents would be. But having said that, I think what we’re signaling is that we have a fair amount of activity still going on in the building. We get an increase and we’re optimistic about some of those future renewals. I’m not sure that we’re necessarily expecting big step-ups in rent as a result of that until the market gets closer to a lower double digit vacancy rate from where it is today, which is more middle double digit.

Chris Caton – Morgan Stanley & Co. LLC

Thank you.

Operator

(Operator instructions). Our next question is coming from the line of Brendan Maiorana with Wells Fargo. Please state your question.

Brendan Maiorana – Wells Fargo Securities

Thanks. Good morning. Question for Bobby to start. Your guidance for Q4 implies $0.33 to $0.36 to get to your annual FFO guidance. You did $0.40 on the quarter. What are you guys thinking for – I guess how much specifically is 35 West Wacker included in there? Is that kind of assumed mid quarter disposition? Is it beginning of the quarter, end of the quarter? And then what are the other sort of touch points that would drive the numbers down so much sequentially?

Robert E. Bowers

Brendan, you asked a great question because knowing exactly when Wacker closes does have – as you can see with over opinion, a share impact on a monthly basis. That’s pretty important and I can’t tell you exactly when it’s going to close and that’s why you see the play that’s in there for our forecast. But if you’re asking me in the range that we’re into November, we haven’t closed yet. It would be towards the upper end of that probably.

Donald A. Miller

What do we have budgeted right now, Bobby?

Robert E. Bowers

Budgeted, I’m looking at 35, 36.

Donald A. Miller

No, what we have budgeted in terms of the timing of the sale.

Robert E. Bowers

Got it, in the middle of this month.

Donald A. Miller

Middle of the month. So basically middle of the quarter Brendan is where we have currently budgeted.

Brendan Maiorana – Wells Fargo Securities

Okay. So middle of the quarter would kind of get you to the middle point of the range and so if it gets delayed it’d go towards the higher end of the range. Then I guess the other thing that seemed to positively impact your quarter was a very low G&A load in the quarter. What specifically drove that number down and what’s your outlook as you look out into Q4 and then normalize run rate?

Robert E. Bowers

Well, certainly expenses can vary on a quarter-to-quarter basis, Brendan. But you may remember last year we had a large transfer agent cost that we had talked about during our conference calls. I think we’re reaching more of a normalized run rate for G&A cost. The only bearing they could have in there is that we are expensing legal cost as we incur it and we do get reimbursed for some of that legal cost. It costs some variation on a quarter-to-quarter basis. But I think you have a pretty good run rate now.

Brendan Maiorana – Wells Fargo Securities

But that’s a pretty good run rate because this quarter has been by far your lowest G&A quarter as a public company, right? But there’s still a good rate?

Robert E. Bowers

Certainly it’s a good run rate except as I said you have variations when we have our annual meeting and proxy solicitation which took place last year in the second quarter, it was higher at that point for those costs.

Brendan Maiorana – Wells Fargo Securities

Okay, that’s helpful. Thank you.

Operator

Our next question is coming from the line of John Guinee with Stifel, Nicolaus. Please state your question.

John Guinee – Stifel, Nicolaus & Co., Inc.

Thank you. Hey Bobby, just a clarification. Was your comment in the last answer just to Brendan that assuming a mid November close on 35 West Wacker, you’d expect to be a $0.35 to $0.36 a share?

Robert E. Bowers

Well, if it runs all the way to the end of the year, then we’d be towards the upper end of that, yes. $0.36.

John Guinee – Stifel, Nicolaus & Co., Inc.

All right. Then on page 28 of your stock, what I’m looking at is your tenant improvement and leasing commissions and essentially year-to-date you guys have I guess committed on about 2.9 million square feet of leases, 4163 total cost. If you do that on a – that’s about 120 million. If you do that on an annual basis, that’s about 160 million per annum in PIs and leasing commissions of which you guys then per the previous page, page 27, determine roughly two thirds is not incremental and one third is incremental. Do you think those are good numbers to look at for the next two or three years?

Donald A. Miller

Hey John, I’ll jump in, it’s Don. Well obviously based on sort of the math you’re doing, you’ll be getting about a 4 million square foot leasing year. Clearly that would be 20% of our portfolio in a year, given our average lease term is much more than five years when we do leases. I think that that would be overstating what we expect our annual number to look like and so I think you would expect an annual number to be materially lower than that based on a more normalized leasing rate. Obviously we’re in the midst of our highest leasing schedule for a long time to come because of the big rollovers we had in ’11, ’12 and now early ’13. And so I would say that we – you’re far off over the next couple of years which is obviously part of the reason for our thoughts on the dividend, but as we move into years ’14, ’15, ’16, ’17 where we have much lower rollover, obviously we would check those numbers to be a fraction of what you’re suggesting.

Robert E. Bowers

John did point out a good point. You were seeing more incremental revenue as we’ve gone towards the value add place, the development will come through

Donald A. Miller

Incremental capital

Robert E. Bowers

Yeah, the incremental capital. You’ll see more of that, John, now over the next few years because of the firsthand tenants in our properties.

John Guinee – Stifel, Nicolaus & Co., Inc.

Okay. So basically the issue here is if you use $160 million run rate, that’s basically $0.93 a share deduct. If you then take two thirds of that you get to $104 million which is about a $0.60 a share deduct. Do you think you’re still FAT positive in– dividend positive or FAT positive in 2012 when you kind of look at this type of committed capital?

Robert E. Bowers

John, we think that these expenditures that we already told you are sort of lumpy and we’re sort of peak period now. But we have indicated, if you look at the liquidity section of our 10-Q that there would be periods of time that perhaps we would not cover, that we’re adjusting as we’ve talked about and making recommendations to where we think in the long term we will be covering on a FAT basis.

John Guinee – Stifel, Nicolaus & Co., Inc.

Got you. Okay. Thank you very much.

Operator

Our next question is a follow up from Chris Caton with Morgan Stanley. Please state your question.

Chris Caton – Morgan Stanley & Co. LLC

Hey Don, I was hoping you could talk about the Orlando acquisition, either in general or in specific about, is it something in the market or is it something building specific and do you have a platform there or portfolio there currently?

Donald A. Miller

Yeah, let me start with the latter. Yeah, we have – I think we have four buildings in Florida if I’ve got it right, maybe three today and our regional southeast property management team is headed by Anne-Marie Ayers who’s based in Central Florida. And so we have some strong long term connections and relationships down there and that’s something that we’ve been – I think we’ve been signaling for some time that that was an opportunistic market that we wanted to build up and so I don’t think that’s at all unique from a standpoint of what we’ve been saying is one of the markets that we’re targeting to create value in. As it relates to the building and the asset, it’s a fantastic building. It’s located in Town Park which is a really unique mix use community. Some of you probably are familiar with it if you ever toured Orlando. It’s the newest building in that park by about six years and just sort of – it just sort of delivered into a slowing environment so it stayed a little more vacant than we would otherwise expected it to for the last couple of years after it was delivered.

But it’s a fantastic asset and a fantastic location in Lake Mary we’re a big believer in that submarket as it’s fairly constrained compared to what you think of as most southeast markets given a variety of factors and there’s a huge amount of infrastructure coming in that continues to make that a better location, including what they call the missing link of the loop highway around Orlando. And then there’s also a spur connector road coming off the main highway there that comes right into the park that opens in about the next 60 or 90 days. So all of that goes into thinking that we feel like we’ve got a great asset in our hands and we feel like we’ve got opportunity to create some value over the foreseeable future.

Robert E. Bowers

Chris, I know you know this, but included on our website is a presentation that we made at NAREIT and there’s a presentation there that shows where our concentration markets and opportunistic markets are and clearly Florida is one of the opportunistic markets we’ve identified.

Chris Caton – Morgan Stanley & Co. LLC

Yeah, absolutely, Bobby, and just as a follow up. Don, did you say if you had closed on it and secondly, would it get redevelopment accounting or would it be treated as an operating asset/

Donald A. Miller

Maybe I don’t understand the last question, but I think it’s treated as an operating asset, just like some of the other deals we’ve done recently and it has not closed yet, but we anticipate it to close fairly soon.

Chris Caton – Morgan Stanley & Co. LLC

Great. Thanks.

Donald A. Miller

Yes. By the way we will be including that in our value-added bucket for disclosure purposes. So we’ll be segregating that out the way we’ll be able to watch specifically what we’re doing there.

Operator

Thank you. Our next question is coming from the line of Carey Stochon [ph], a private investor. Please state your question.

Carey Stochon – Private Investor

Gentlemen, I’m not as sophisticated as the other folks who have been asking you questions. But my question relates to the decision that you made in September to cut your dividend. I’m wondering if that had anything to do with your stock repurchase program and to what extent your decision to reduce the dividend is intended to encourage the sale of stock by folks like me who are private investors who rely upon the dividends for income.

Donald A. Miller

Carey, actually I don’t think I’ve demonstrated any lack of specification. Obviously that’s not at all why we’re doing our stock repurchase program. Our dividend decision to potentially cut the dividend starting early next year has everything to do with the cash flow of the business. Obviously as the real estate markets have eroded over the last few years through this period of time, it’s put an impact on our ability to generate cash flow, largely for two reasons. One is rental rates have eroded in many of our markets, and then secondly we’ve seen an increase in the amount of capital required from the business because we have a large amount of leasing that needs to be done as a lot of these leases come rolling over in 2011, 2012 and 2013. And so as a result we’re sort of in a period of time in the company’s evolution where the cash flow generation isn’t going to be as high and so as a result we feel like the only thing that’s prudent to do is go ahead and move the dividend to a level that’s more sustainable from a cash flow standpoint.

The fact that the stock has declined along with all of our other peers in the industry, it’s not like we’ve fared any better or any worse than anyone else, but unfortunately as a result, the stock has been driven down as a lot of people have to below net asset values because of more macroeconomic conditions. We want to make sure that we’re doing the right thing for those shareholders who stick around and be available to buy stock in the market if we think it’s an attractive purchase, but the two are not connected. But that’s the reason why we have done – made each of those decisions.

Carey Stochon – Private Investor

Well, it looks like your ratings within the financial community have increased. I saw today that there is a recent report that you’ve been upgraded by certain consultants as opposed to being downgraded as I saw in the letter per October. So things appear to be looking better. So maybe I’m wondering when you might consider changing your mind with regard to the dividend.

Donald A. Miller

Yeah, Carey, obviously we get moved around quite a bit by the various security analysts, many of who have been asking questions on the call today and so that can be purely a function of evaluation of the business at any point in time that they’re trying to evaluate, whether they think it’s a good purchase or not. As we look at the dividend longer term, obviously we’ve tried to reset it to a level that we think is sustainable and so we would hope that we would be able to maintain that dividend for the foreseeable future. If the markets start to improve again and that’s obviously going to be a lot more driven by the economy and job growth and things like that, then we would hope the longer term we’d be able to start to re-grow that dividend. But that’s not going to be in the near future obviously as we wouldn’t have made a decision to cut the dividend if we thought we could re-grow it very quickly.

Carey Stochon – Private Investor

Okay. Well, I just encourage you to keep doing what you’re doing because I intend to hold on to my stock notwithstanding the fact that the dividends have been reduced. Thanks.

Donald A. Miller

Well Carey, we appreciate that. Believe me, everyone sitting in the room here at Piedmont has a fairly material part of their net worth tied up in the stock as well and so we share your feelings, your beliefs and your pain when we have to cut the dividends. So we understand very much.

Carey Stochon – Private Investor

Well, the difference is you folks are gainfully employed, I’m retired.

Donald A. Miller

Understand. Well, thank you for your call and thanks for the interest. We love to hear from private investors. We don’t get the chance to hear from folks like you very often.

Carey Stochon – Private Investor

I think it’s a great idea that you had this conference call and that you have this web broadcast. It’s the first I’ve ever heard of it and my security advisor wasn’t even aware of it and I had to tell him. So I appreciate the opportunity, being able to talk to you on this kind of a forum.

Donald A. Miller

Thank you for calling in. we really appreciate it.

Carey Stochon – Private Investor

Thanks again. Bye.

Donald A. Miller

Alright. Bye now.

Operator

Our next question is a follow up from Brendan Maiorana with Wells Fargo. Please state your question.

Brendan Maiorana – Wells Fargo Securities

Donald, actually from the last gentlemen who asked you guys some questions that actually good and that way I guess into what I – or to follow up maybe to what I was interested in. Have you gotten feedback from your private investors after the September 19th letter went out and as you look at kind of the share trading that’s happened in your stock since that time, do you think there has been turnover or do you think that that private or retail shareholder basis remained fairly static since the time that you guys announced your intentions on the dividend?

Robert E. Bowers

Well, then obviously anything that we say about stock and the ownership is really speculative because the last time we got any really good information was as of June 30th which had probably 59% of our ownership was on the retail side. Certainly we have seen a gradual turnover of our ownership in the company. I very much expect that it will be below 50% when we see the September 30 numbers. Certainly we got some calls and questions, but much of it like the phone call we just had. Explain to people what the basis was for our dividend reduction and then you’ve got to go back and say what are their options in terms of what else could they put their investments in. I would expect it to continue to be a slow turnover. We haven’t seen a significant spike.

Brendan Maiorana – Wells Fargo Securities

Okay, that’s helpful. And then just for Don, maybe – I guess I’m a little bit curious kind of your outlook on the investment activity because I think last quarter you mentioned that your pipeline was about as full as you had seen it. There had been more stuff coming out. A few of your peers have mentioned that the riskier assets in terms of pricing are getting a little bit more attractive if you’re looking to buy them, because folks are taking a little bit more conservative view in terms of lease up, taking a more conservative view in terms of rent growth and those seem to be the type of assets that you guys like to buy. So it would almost seem like the investments that or value-add deals is more attractive. Are you guys kind of pulling away a little bit from the value-add because some of the comments that you made about leasing activity from your core tenant, large tenants that might be being delayed a bit?

Donald

Actually very good question. We had – I think probably the last time we talked to you all in August was when the market was starting to back up a little bit and I don’t remember whether it was the August call or the call before that where we were commenting on a pretty full pipeline. But I would tell you the pipeline has thinned out a little bit for a couple of reasons. One is, we thought the fall hunting season was going to be much more aggressive in terms of the number of sellers out there. What we’re finding is because of the backing up in the financing markets as well as the nervousness in the economic situation that’s sort of started again in August, that it looks like there’s a lot fewer sellers coming out with product because expectations for pricing is down a little bit and I think frankly you could expect the same thing from us. We’re obviously not going to be selling into a softer market if it’s in fact softer. And so as a result, I think the pipeline has been – as I commented earlier though, we’re still looking for opportunities.

The stock buyback program is not intended to be mutually exclusive to buying additional real estate opportunities, but we’re going to be a little more careful on value added deals until we’ve demonstrated to you and to the marketplace that we’re executing on the value added deals that we’ve done. I think I signaled in the call or in the comments that we are pretty optimistic that we’re going to see some nice progress in the fourth quarter because of some activity we have going on. But until we demonstrate that to you we’re going to be cautious about adding a lot more value-added assets at the moment, but hopefully as we start to stabilize some of these value-added deal and move them more over into the stabilized portfolio, it would create more opportunity for us to do some additional value-adds.

Brendan Maiorana – Wells Fargo Securities

And then just last quick one if I could. Any update on the space available for the balance of 500 West Monroe? I know there’s been some chatter about the balance of space and some tenants that are out there.

Donald

There has been some chatter. We’re working on a variety of deals, but I wouldn’t say – I don’t know that we’re as optimistic over making immediate impending announcements on that one quickly. We think very highly of that building. We are going to be very stern in our negotiations on it because we’re going to be expecting to be compensated for the quality of the asset and the location. So that one won’t necessarily go as quickly as I would like, but I think it’s still going to go – I think we’re still going to be in pretty good shape there.

Brendan Maiorana – Wells Fargo Securities

Great. Thanks for the color.

Operator

Our next question is coming from Michael Knott with Green Street Advisors. Please state your question.

Michael Knott – Green Street Advisors

Hey guys. Just curious, Don or Bobby if could give us a sense for your perception of your overall portfolio mark-to- market today. Obviously been, really went down a fair bit. Just curious if we’re sort of – if it’s improving at all from an overall standpoint.

Donald

Yeah, Michael, we’re looking at that again last day or two. We had a fairly sizeable cash roll down in the third quarter compared to what we had in the first couple of quarters of the year and that was largely as a result of a handful of leases that were done in spaces that we’ve been sort of repeatedly telling you guys are among the group that are well above market. The BP lease at AON Center, the Sanofi-Aventis lease in New Jersey and then a handful, like the Detroit leases and things like that. That’s where a large majority of our bigger leases were done this quarter were in that collection of assets where we have larger rents rolling down to smaller rents. And so that’s why I think you saw a little bit higher mark-to-market down in the third quarter. But I think that also means we’re burning off some of the more above market rents and so whereas we would have said we’re 10% of the IPO and I think we’ve been signaling we think we’re more in the 7% range more recently. I’d say we probably ought to be burning off some of that 7% a little bit as well. So maybe it’s 5% to 7% now, but we haven’t done a recent updated analysis.

Michael Knott – Green Street Advisors

And just to be clear, you’re talking on a cash basis, not a GAAP basis?

Donald

Correct. On a cash basis.

Michael Knott – Green Street Advisors

Thanks.

Operator

And our last question is coming from the line of John Guinee with Stifel, Nicolaus. Please state your question.

John Guinee – Stifel, Nicolaus & Co., Inc.

Hey, just real quick. Regarding Chicago, have you ever discussed or disclosed what the sale price is on 35 West Wacker?

Donald

Yeah, I believe we have.

Robert E. Bowers

$401 million.

Donald

$401 million, yeah.

John Guinee – Stifel, Nicolaus & Co., Inc.

50% or $401 million to you?

Donald

It’s $401 million gross purchase price. Keep in mind we own 97.5%, sorry 96.5% of the asset.

John Guinee – Stifel, Nicolaus & Co., Inc.

Okay, got it. Hey thanks a lot.

Donald

And as you know John, there’s $120 million of debt on the property. So if you’re trying to get the net proceeds, hopefully that will help you.

John Guinee – Stifel, Nicolaus & Co., Inc.

Right. Hey, thanks a lot.

Operator

There are no further questions at this time. I’ll now turn the floor back over to Donald Miller for closing remarks.

Donald

Well guys, thank you very much. Very active call and we appreciate all the good questions. We look forward to seeing a number of you at the property tour in Dallas that we’re doing before NAREIT in a couple of weeks, so the afternoon of November 14th. If anybody would like to participate, haven’t signed up, feel free to give us a call and we’ll get you included in that tour. We’re going to be seeing a couple of our assets in the Las Colinas market as well as some of our North Dallas office market assets. And then of course we’ll be seeing a lot of you the following couple of days at NAREIT. We look forward to doing that as well. Thanks everybody for your participation.

Operator

Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time and we thank you for your participation.

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