Cousins Properties' (CUZ) CEO Larry Gellerstedt on Q3 2016 Results - Earnings Call Transcript

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About: Cousins Properties Inc. (CUZ)
by: SA Transcripts

Cousins Properties Inc. (NYSE:CUZ) Q3 2016 Earnings Conference Call November 2, 2016 11:00 AM ET

Executives

Pam Roper - SVP and General Counsel

Larry Gellerstedt - CEO

Colin Connolly - COO

Gregg Adzema - CFO

Analysts

Jamie Feldman - Bank of America Merrill Lynch

Michael Lewis - SunTrust

Dave Rogers - Baird

John Guinee - Stifel

Jed Reagan - Green Street Advisors

Tom Lesnick - Capital One

Operator

Good day, and welcome to the Cousins Properties Third Quarter 2016 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded.

I would now like to turn the conference over to Ms. Pam Roper, Senior Vice President and General Counsel. Please go ahead.

Pam Roper

Good morning, and welcome to Cousins Properties third 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, and a 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 risk 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 contained in our filings with the SEC.

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

Larry Gellerstedt

Thanks, Pam, and good morning, everyone and thanks for joining us today. I'm very excited to discuss the historic transactions Cousins completed last month, as well as to go forward strategy for the company.

But first, I'd like to recognize the team's terrific execution during the third quarter. It was an extraordinary quarter for cousins on almost every level. We delivered FFO of $0.22 per share or $0.23 per share before merger costs.

Second generation net rent posted positive growth for the tenth consecutive quarter, and our same property portfolio performed exceptionally. We have increased our lease percentage 50 basis points and posted positive cash flow NOI growth for the 19th consecutive quarter.

Our strong financial, operational and leasing results underscore the strength of our markets, the quality of our assets and the dedication of our team. I believe this quarter's performance validates our strategic thesis that owning the best assets in the best locations ultimately drives value for our shareholders. More impressively, we accomplished these results during a time when our team was also focused on executing the largest transaction in Cousins’ 58-year history.

Subsequent to quarter end, on October 6th, Cousins commenced a series of transactions with Parkway Properties. We merged the operations of our two companies and spun off the operations of our combined Houston portfolios into a separately traded public REIT. I'm happy to report the integration of the two companies is progressing well. We're up and running in all six of our markets and we have successively on-boarded 106 new team members.

I believe Cousins merge from the transactions is the Sun Belt office free to own. Specifically, what distinguishes us from our other Sun Belt office owners are three differentiating factors. First, we own an unmatched trouble free portfolio of Class A office assets in six of the leading Sun Belt markets, where employment growth is well ahead of the national average. Even more compelling is that 81% of our office portfolio is located in the best urban sub markets in each city.

In addition, the customer base of our assets is stable and diverse, no single industry concentration exceeds 20% and no individual customer exceeds 5% of our portfolios total annual contractual rev. Second, we assembled a dominant critical mass of trophy office product in each of our leading sub markets. With at least 20% market share, Cousins is the number one class A office owner in four out of the six of our sub markets. I believe this critical mass is extraordinarily powerful. It allows us to operate more efficiently and effectively by putting us in a unique position to respond to customer needs, increase our pricing power and attract and retain best-in-class local talent.

And third, Cousins is strategically positioned in each of our markets with a strong operating platform and a seasoned on-the-ground team led by managing director. The skilled local sharpshooter approach gives us the capability to drive value in our existing portfolio and to identify opportunities to grow our company and upgrade our portfolio in the future.

The go-forward Cousins is extremely well positioned with a long runway for growth. I believe these three differentiating factors I’ve outlined combined with our enhanced scale will present Cousins with better opportunities to increase long term shareholder value. However, we are also tasked with some near term areas of focus, specifically rebalancing our Atlanta concentration and deleveraging our balance sheet.

In previous calls, I acknowledged our outside Atlanta concentration. Atlanta is in a unique position this cycle with limited new supply and a healthy pipeline of demand. However, it is our intent to have no market greater than 40% of our NOI, so while we enjoy tailwinds which propel record rent growth in occupancy at many of our Atlanta assets, we are taking the necessary steps to reduce our Atlanta concentration.

Last week, we closed the sale of 191 Peachtree Street in downtown Atlanta for a gross sales price of $268 million. We have also engaged CBRE to sell the Forum, a legacy Parkway asset at Buckhead. The Forum is a fantastic asset and Parkway did a phenomenal job with its lease up and repositioning. However, it is located a few miles from our core Buckhead holdings and we took this into account as we surveyed our Atlanta portfolio for opportunities to reduce our concentration.

Looking ahead, we will evaluate harvesting some of our non-core Atlanta assets. In the past, we identified That ACSE, our remaining downtown asset may be a possibility once the CMBS debt matures in September of ‘17. In addition, Emory point, our apartment in retail project we own in the joint venture with Gables is a likely candidate for disposition, as we are nearing stabilization on phase II. Our timing on these potential sales is flexible and we will take a disciplined approach in order to serve the best interest of our shareholders.

Next, we’re focused on reducing our post-merger leverage and intermediate term to around 4.5 times debt to EBITDA. Since I became CEO of Cousins in 2009, our conservative balance sheet policy has been an important principle of our on-going strategy, and I don't plan on that changing under my watch. Without our rock solid balance sheet, we would not have been in a position to execute the Parkway mergers spin, therefore going forward, we intend to run our leverage lows, so we will once again be in a position to selectively grow when the opportunity presents itself.

Before I turn the call over to Colin, I'd like to thank Jim Heistand and the Parkway team for working with us to bring the merger spin transactions to a successful conclusion. As a shareholder of New Parkway, I look forward to following the company on its journey.

Next, I'd like to acknowledge my fellow Cousins teammates, who have worked tirelessly day in and day out. I'm truly humbled by your dedication and commitment to Cousins. You are the best in the business and have my personal gratitude and appreciation for your efforts.

I’d also like to welcome our new team members who joined us last month. Welcome to the Cousins family and I look forward to celebrating our future successes with you.

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

Colin Connolly

Thanks Larry, and good morning, everyone. I will begin my comments today by briefly highlighting some of our key third quarter leasing and operational metrics. Next, I'll spend the remainder of my time providing updates on the operating portfolio in our recent transaction activity.

2016 continues to be a very eventful and productive year for Cousins, and as Larry mentioned, the team performed exceptionally well this quarter. We leased 971,000 sq. ft. during the quarter and increased our percentage lease by 50 points in our same property pool. In addition, second generation rents improved by 9% on a cash basis for the quarter and leasing costs after adjusting for first generation space remained favorable with the exception of the Houston market, where concessions continue to increase. Cousins’ solid third quarter performance has ideally positioned us to finish the balance of the year strong and to enter 2017 with increased momentum.

Before I update you on our post-merger portfolio, I'd like to highlight the fantastic execution of our Houston team during the third quarter. Despite softening market conditions, we leased 191,000 sq. ft. of office space to customers representing a wide variety of industries, including financial services, media, health care and technology. To further emphasize the strong performance in Houston, our second generation re-leasing spread posted strong gains of 27% on a GAAP basis and 13% on a cash basis. Going forward, I believe the Parkway team will benefit from owning a well-positioned portfolio that has historically outperformed during all stages of the real estate cycle.

Switching gears, let me provide some color and update on Cousins go-forward portfolio. The underlying real estate fundamentals across the Sun Belt remain very healthy. Job growth in our six markets continues to outpace the national average by a significant margin and new supply remains limited. Thus we see additional opportunities to push rental rates, reduce concessions and improve occupancy.

In Atlanta, Cousins, as of today, owns 7.1 million square foot office portfolio with a compelling concentration of class A towers in Buckhead, as well as leading trophy assets in Midtown and the central perimeter. As a whole, our Atlanta portfolio is approximately 92% leased and differentiated by our urban locations and close proximity to Marta. We do have some leasing opportunities ahead in Atlanta and in particular at Northpark Town Center. We posted a positive leasing quarter at the 1.5 million square foot project, improving the percent leased 200 basis points to 88%.

During last quarter's conference call, I mentioned that Equifax plans to vacate 68,000 sq. ft. during the third quarter of 2017. During this past quarter, we learned that URS, which occupies 47,000 sq. ft. will also vacate North Park at the end of 2016, as a result of their merger with AECOM. This was disappointing news, as URS was on the verge of renewing with us prior to the merger announcement. But looking forward, we believe that North Park Town Center is the best located and best amenities property in the central perimeter sub market with direct access to Marta. Our team has a robust pipeline and is actively working to back build that space.

Turning to the balance of our portfolio, we assembled a tremendous critical mass of trophy office assets in uptown Charlotte, the Austin CBD and the Tempe sub market of Phoenix. To highlight, let me provide some of the statistics. In Charlotte, today we own a 3.1 million square foot portfolio that is approximately 99% leased. In Austin, we own 1.9 million square foot portfolio that is now approximately 97% leased, as a result of this quarter's terrific leasing success at Research Part 5. And in Tempe, we own 1.3 million square foot portfolio that is approximately 96% leased. Importantly, these three markets as a whole remained strong with single digit vacancy levels in our particular sub markets and robust job creation. In fact, CBRE recently issued a report called the Text Thirty 2016, which ranks Phoenix, Austin and Charlotte is the number two, three and four nationally for high tech software and services job growth from 2013 through 2015.

While our portfolios are essentially full in Charlotte, Austin and Phoenix, we continue to find opportunities to increase value with our local sharpshooter approach. Post-merger, we signed an agreement with the US Airways to terminate their full building lease in Tempe as of October 31st, and simultaneously executed a lease with a Fortune 500 company with double A credit rating to backfill the entire building. Rent under the new 11-year lease is expected to commence in early April 2017. In addition, as a part of our terminations agreement with US Airways, we negotiated the following key points.

US Airways will pay $3.8 million dollar termination penalty, which will be recorded in the fourth quarter of 2016, US Airways, as a 25% owner, will pay their pro rata share of the leasing costs for the new customer lease, and three, Cousins will purchase US Airways approximately 25% ownership interest for $19.6 million by no later than February 28, 2017. The combination of these transactions creates meaningful value for shareholders as a significant rent roll up with the new lease, a highly attractive purchase price for US Airways 25% stake, as well as extended lease term, and enhanced credit profile and the elimination of a complicated Tennessean common structure.

In our new Florida markets, we see near term opportunities to create value through the lease-up vacant space. Our new Tampa portfolio consists of 1.7 million sq. ft. of leading office product in the West Shore sub market. West Shore, which is located in close proximity to the Tampa Airport, leaves the market with the highest rents and the lowest vacancy levels at approximately 8%. Our portfolio is 88% leased with a healthy pipeline of prospects.

In Orlando, post-merger Cousins now owns approximately 1 million sq. ft. of class A assets in the CBD, which leads the broader market in rental rates as well. Similar to Tampa, Orlando is an opportunity for us to lease-up vacant space in a healthy market. While the portfolio is approximately 85% leased at quarter end, we have approximately 48,000 sq. ft. of no move outs before year end, which will push the portfolio to the low 80s on a percentage lease basis.

We are confident in our team's ability to backfill the space and coming quarters, as economic fundamentals remain very positive with Orlando continue to be a leader nationally with job growth of approximately 4.4%.

Now, let me provide a brief update on dispositions. In addition to the 191Peachtree sale and the beginning of our marketing efforts with the Forum, both of which Larry touched on earlier, we also closed on the sale of two Liberty Plaza, a legacy Parkway asset, for a gross purchase price of $219 million. Cousins holding 19% interest in the 941,000 square foot office tower located in the Philadelphia CBD, be a joint venture with two institutional investors.

Lastly, we are under contract to sell Lincoln place, also a legacy Parkway property located in the South Beach sub market of Miami. Due to confidentiality provisions, I cannot provide any more specifics on the price or the buyer, but I can report that we anticipate closing the transaction early next year.

Before turning the call over to Greg, I'd like to highlight the new additions to our development pipeline in our quarterly supplemental. We have included the second phase of NCR’s corporate headquarters in midtown Atlanta, as well as Dimensional place in the south end of Charlotte, which is the new East Coast headquarters for Dimensional Fund Advisors. As I've said in the past, the size and cost of these projects could change slightly overtime, as we finalize plans with the respective customers. We will continue to update our quarterly supplemental if and when any changes are made.

In closing, our current development pipeline now totals approximately 1.4 million sq. ft. of office with some additional multi-family units and retail space. I'm confident the 506 million we plan to complete over the next two years is in an excellent position to succeed. We have been disciplined and diligent this cycle, and our pipeline statistics clearly reflect that with over 84% of the office portion leased with significant time remaining until the delivery of those projects.

With that, I'll turn it over to Gregg.

Gregg Adzema

Thanks, Colin, and good morning, everyone. From a reporting perspective, it's a challenging quarter. Since the merger and spin-off closed after quarter end, the third quarter financial statements are Cousins only, they do not reflect the Parkway transactions. But here we sit talking to you after the transactions have actually closed and you're naturally interested in post-merger posts spin-off Cousins. What is 2017 FFO guidance? What are assumptions behind it? What is the new balance sheet look like? If you know anything about us, you know we're transparent. Our numbers are clean, our supplements are robust and our conference calls are thorough. It's our natural inclination to want to answer all of your questions. In that spirit, please know that we are committed to getting you the numbers as soon as practical.

First, let's talk about FFO guidance. Similar to many of our peers, we typically provide FFO guidance when we report fourth quarter earnings. We understand this is still quite a ways off and present a near term challenge to many analysts and investors. We will do our best to provide FFO guidance by the end of the year.

Concerning the balance sheet, I believe we’ll be able to provide a little clarity much sooner. For a stockholders agreement executed in connection with the merger, we are required to file an S-3 registration statement on behalf of TPG, previously Parkway’s largest shareholder soon after the merger closes. The current schedule anticipates us filing this document sometime in mid-to-late November although that could slip. This S-3 will have pro forma 9-30 2016 financial statements, including the balance sheet, which will reflect the balance sheet of Cousins as if the merger occurred on September 30th, 2016. It will also include all estimated merger adjustments, including the costs incurred to close the transactions.

We've already completed two significant dispositions post quarter end, two Liberty place in Philly and 191 Peachtree here in Atlanta. And as Larry and Collins said earlier, we're in the process of executing several more large transactions, so be warned, the 12-31 balance sheet will look significantly different than the September 30 balance sheet, but the pro forma financial statements including the S-3 will provide a good starting point for your analysis and will be followed by a full set of audited financial statements reflecting all fourth quarter transactions when we file our Form 10-K in early February.

With that out of the way, let's turn our attention to the third quarter. Overall, it was a very clean quarter with strong operating metrics. Other than $1.9 million or about a penny per share in merger costs, which accounting rules require us to expenses incurred. There were no significant unusual items or charges. As Colin just laid-out, rents continue to roll up and the leasing velocity accelerated during the quarter.

Our same property portfolio which comprises approximately 75% of our total NOI suck cash NOI grow by 4.3% year-over-year during the quarter. Year-to-date, same property cash NOI has increased a healthy 5.6%. It might be helpful to break this number down by market. Austin same property cash NOI during the first nine months of 2016 increased by 25.3% year-over-year. Atlanta increased by 5.3% and it might surprise you to learn that Houston same property cash NOI actually increased 4.2% year-over-year during the first nine months of 2016.

We also obtained two large mortgages totaling $270 million during the third quarter in anticipation of closing the merger and spin-off. The first is a ten year non-recourse mortgage on Fifth Third Center in Charlotte with a 3.37% coupon. Second is a ten year non-recourse mortgage on Colorado Tower in Austin with a 3.45% coupon. We've added a page to our third quarter supplemental package that provides information on the legacy Parkway assets that we now own, it’s in the very back of the supplement. We've included a significant amount of information on each asset, including quarter and the least in occupied percentages, as well as property level debt.

Next quarter we will fully incorporate these new assets into our supplement, including providing the property by property quarterly NOI data that you've grown accustomed to receiving in our supplemental package.

Before turning the call over to the operator, I want to quickly review our dividend policy. Since 2011, we’ve targeted a dividend pay-out ratio of approximately 70% to 75% of FAD. If we err, we err conservatively. Our goal is to pay our shareholders dividend that is fully supported by the underlying core cash flow of our business. We do not rely on gains from the sale of assets or other nonrecurring sources of cash to service our dividend. Going forward, we don't anticipate changing this dividend policy.

Our board will approve our fourth quarter dividend at their next meeting in early December, and we will announce it soon thereafter. On a per share basis, it is likely to be lower than it was pre-merger, but please remember, our current shareholders, unless they have sold the new Parkway stock, they received as a distribution in the spin-off, we’ll now receive two dividends, ours and New Parkway’s. You must compare the sum of both dividends to our previous dividend to have an accurate comparison. We don't control New Parkways dividend policy, they’re an independent company with an independent board, but we anticipate the sum of both dividends to equal our previous dividend per share.

With that I'll turn the call over to the operator for your questions.

Question-and-Answer Session

Operator

Thank you. We will now begin the question-and-answer session. [Operator Instructions] Our first question will come from Jamie Feldman from Bank of America Merrill Lynch. Please go ahead.

Jamie Feldman

Great, thank you and good morning. So I appreciate the thoughts on the combined company numbers going forward. In terms of same store or some of the portfolio metrics, can you provide some color of how the blended portfolio would have been in the third quarter versus just standalone Cousins?

Gregg Adzema

Hey, Jamie, it’s Greg, good morning. We’re only reporting Cousins’ data for the third quarter. It wasn’t our company, Parkway assets weren’t our assets prior to September 30th.

Jamie Feldman

Okay. Alright, so I guess drilling down a little bit and some of your commentary, the Equifax and URS move outs, can you provide some exact color on timing for those, and then, the mark to market and some of those leases?

Colin Connolly

Sure, Jamie. It’s Colin. The URS move out will be at year end 2016, and then the Equifax move out at North Park as well will be at the end of August, 2017. As a whole, as we look at North Park, one of the compelling reasons we bought the project is we did view there to be a meaningful mark to market in that particular project, and we would hope to take advantage of that with these particular opportunities.

Jamie Feldman

Okay. So, where would you say rents are versus those leases?

Colin Connolly

In general, in Atlanta, Jamie, we view our mark to market to be approximately 10% or so, and I would say that would hold - that's probably a pretty good metric across the company, the new combined company as a whole and it certainly varies market by market just by way of example Orlando and Tampa are probably slightly above market, and so as we report our quarterly leasing metrics going forward, it is always lumpy, and it will depend on their particular markets in which we execute leases. But in Atlanta, we do view there to be very strong opportunity.

Jamie Feldman

Okay. And then a similar question on US Air, the timing of that move out and backfill?

Colin Connolly

Sure. And I’m glad that you mentioned that Jamie, because the USA Air termination was affected as of October 31st, and so we will incur down time in that particular project over the course of 2016 and the first quarter of 2017. So, you should factor that into your models, the new lease with our Double A credit customer is projected to start in early April.

Jamie Feldman

Okay, and what's the mark to market on that?

Colin Connolly

It’s significant. It's a 20% plus mark to market.

Jamie Feldman

Alright. Then I guess just bigger picture, now you had even more time to digest the combined portfolio, I guess Larry, any latest thoughts on markets you like or markets you're more concerned about or if we fast forward a year from now, how might this portfolio look other than may be shrinking Atlanta as you've discussed?

Larry Gellerstedt

Well, Jamie, we are - certainly the Atlanta market, the Austin market and the Charlotte market, we know well and as we stated in the calls, just the concentrations we have in uptown Charlotte, Buckhead, Atlanta, CBD of Austin, and quite frankly Tempe that we spent a lot of time at pre-merger just understanding the dynamics of Tempe and Phoenix as a whole and what's going on at Arizona State, we feel very good about those markets.

We are less familiar with Orlando and Tampa, but we feel confident in where we are. One, we like the assets concentrations and b, there have been well run REITs in these markets for a long time, and so we can certainly understand and look at the history of the markets as well as the various sub markets, but I would say we're still in more of the learning curve roll part in Tampa and Orlando, but obviously had confidence in those markets or we wouldn't have done the transaction.

Jamie Feldman

Okay, that's helpful. Thank you.

Operator

Our next question will come from Michael Lewis of SunTrust. Please go ahead.

Michael Lewis

Thank you. My first question how well do you think 191 Peachtree sale serves as a price point for the rest of your Atlanta portfolio, looks like it was a mid-six cap? And then, along those lines, is there anything you learned through the process in terms of the types of buyers that are out there in the depth of the investor market in Atlanta?

Gregg Adzema

Well, there - I think it probably is not the right asset to look at in terms of the Atlanta portfolio. If you look at the rental rates and the vacancy rates in downtown for decades have trailed the other strong sub markets in Atlanta, although downtown is getting stronger, but it's still trails. And so, I think the buyer pool that looked at 191 Peachtree was robust, but it was not as robust - we wouldn’t have found it if we were selling one of our assets in mid-town or Buckhead or the central parameter.

So, I would not look at it as a comp although - if you look at what we pay going in and the amount of square footage we’ve leased overtime and the exit, we’re extremely pleased with the outcome that we got.

Colin Connolly

Michael, I would just mention a better comp for our go-forward portfolio would be the transaction that just happened at 10-10 Peachtree, where a large German investor just purchased that asset in midtown immediately adjacent to Marta station, and that priced well north of $350 a square foot. I think that would be more representative of the type of product we have in Midtown and then certainly in Buckhead as well.

Michael Lewis

Great, thanks. Could you just remind me of what's happening with Bank of America that - this we've been talking about it for a while, right, with the option to purchase, and then if they stay in, the bump in the right rent - could you just go through that?

Colin Connolly

Are you referring to the Gateway Village?

Michael Lewis

Yeah, in Charlotte.

Colin Connolly

Yeah. So, we did a large renewal with the bank for roughly 90% of that project on a ten-year basis, and the balance of the space were in the process of converting very sub leases to direct leases, so it's a very well leased building and Bank of America continues to be very happy with their 50% ownership and the joint venture with Cousins. It's a mission-critical facility for them from a data-center perspective and various other back of the house departments that support their corporate headquarters. And so, we continue to view that today as a steady state. With the lease that we commenced there - that we executed earlier this year, that building will convert - the structure will convert from that 11% preferred arrangement to a true 50-50 split of cash flow, and that will take effect at right around year end here.

Michael Lewis

Okay. So you’ll get a full year of that next year?

Colin Connolly

Yes

Michael Lewis

And then just - my last one, I guess is a question for Gregg, about the debt maturities in 2017, you have a couple of mortgages, you’ll have a couple that come along with the legacy Parkway portfolio, I'm curious what your plans are for repaying some - what the refinancing rates might look like for any you want to repay?

Gregg Adzema

Sure. So, on our side, we only have one significant debt maturity in 2017, that’s American Cancer Society. As Larry talked about it earlier, we're likely to pursue a disposition of that property coinciding with the maturity of the CBS debt, so no refinancing risk anticipated there. In terms of what we're inheriting from Parkway, they've got about - depending upon how you look at it around $475 million, $485 million worth of debt that matures in 2017, which we will refinance, and the good news is the coupons on that debt are significantly higher than current market rates. So, there's an opportunity there to lower the stated coupon on that debt with that refinancing. In terms of what that refinancing looks like, whether it's a secured refinancing or non-secured refinancing, we’ll take a look at the market when the time comes, but we have an opportunity to prepay those - some of them in the spring and the balance of them in the summer.

Michael Lewis

Great, thank you.

Operator

Our next question will come from Dave Rogers of Baird. Please go ahead.

Dave Rogers

Good morning, guys. Colin, maybe just a quick follow up, URS how large is that leased square footage?

Collin Connolly

Yeah, they’re roughly 48,000 sq. ft.

Dave Rogers

Okay, great, thanks. Maybe for Gregg or for Larry on the 4.5 times of debt-to-EBITDA target, obviously we [indiscernible] that is today, and if you're unable to provide that, at least can you give kind of the time frame that you're thinking that you'd like to get back to that number?

Gregg Adzema

Yes. Good morning, it's Gregg. The number post-merger can be a little over five, which we disclosed and provided in the investor package that we gave you back in April and nothing material is really changed from that. And then, in terms of getting it back in terms of 4.5 times from around five, it's an intermediate term goal. I think it won't take one quarter or two quarters, but it won’t take any longer than a year or two, so I would call an intermediate term goal.

Dave Rogers

And then, I guess with your target of 40% Atlanta or no more than 40% in any particular market, I guess maybe a similar question to that is, it’s how long do you want to get down to that? And does that include the two big developments - for NCR that you're doing as well in that number or should we expect future sales to continue to kind of mitigate that exposure?

Gregg Adzema

That does not include the developments that are in process right now, and we will continue to look at ways to take it down either by growing in other markets or asset sales which is where it was part in the cycle that that's the most compelling way to get there right now. We’re pretty optimistic about that. The largest development that we have coming on board in Atlanta is the two development phases of NCR, and the great thing about that is we have no partners, we have no debt on it, and so we've got tremendous optionality as we get closer to finishing the construction phase of that development in terms of what we do with it. And so, just know we look upon that one in specific as well as some optionality in regards to your question as those delivery dates get closer.

Dave Rogers

Great, that's helpful. And maybe last Colin, coming back to you, maybe just talk a little bit more about what you're seeing out there in the leasing market? I know kind of mid-year it [indiscernible] or so, you talked about kind of slower decision et cetera, leasing activity was much better in the quarter this quarter, are you seeing any reversal in that or does that continue to be sluggish but things just kind of hit well in this quarter?

Colin Connolly

Yeah, overall fundamentals across Sun Belt and certainly in our particular sub markets that we’ve said in the past continue to be very, very favorable. There's, I'd say, steady demand, not extraordinarily strong demand, but very steady demand with the backdrop of very little new supply creating a very friendly landlord environment. As we got through the summer into the fall, we have seen a pick-up in activity and that just attributed to a summer kind of slowdown, but our pipeline certainly has picked up across all of our markets. In terms of our leasing velocity going forward, if there's an area where we're challenged, it's markets like Charlotte, Austin and Tempe are essentially full, but where we do have vacancy at North Park and Orlando and Tampa, there is very healthy pipelines of activity in general, though we continue to see Corporate America just taking a little bit longer than they have in the past to make decisions, and that can be frustrating, but overall demand remains very solid.

Dave Rogers

Great, thanks guys.

Operator

Our next question will come from John Guinee of Stifel. Please go ahead.

John Guinee

Great. Thank you very much and a hearty congratulations to all, I'm sure it was a lot of work. Three questions, first, can you discuss American Cancer Society and $127 million of debt that I think matures sometime in 2017? Second, Larry, your timing for acquisitions has been exquisite, you haven’t been in the acquisition market except for this merger in a long time, how far do you think pricing has to correct for you to be back in the acquisition game? And then, three, maybe Gregg, you probably have some significant gains on LinkedIn, maybe Forum, maybe Peachtree, can you shelter those gains or do you need to shelter those gains as you seem to redeploy the capital to either develop or pay down debt?

Colin Connolly

John, it’s Colin Connolly, I'll start with your first question. You mention American Cancer Society that does have approximately $127 million of debt and as Larry and Greg alluded to you earlier as that loan expires in the September of next year. It's certainly a very good candidate for a disposition. The team has done a fantastic job over the last few quarters pushing that building's occupancy to upwards of the 87%. And so, we have incoming inquiries about that building we thing, we think there will be demand. In addition to be an office building, a significant portion of it is leased to data-center users that have data-center type red Senate, so we're optimistic that when the time comes that will demand in a disposition for that particular project.

Larry Gellerstedt

And John, good morning, and thanks for the congratulations. It was a phenomenal amount of work on the teams of both companies, but the question about acquisitions, we certainly don't see the acquisition window in any of our markets right now. This opportunity just in terms of the concentrations that allowed us to get in these hard barrier sub markets was very compelling, but in terms of sort of the one-off market, in terms of what things are trade net that we see were still - as I outlined in the call sort of a net - more of a net seller, and I don't see that window really opening until we see some significant adjustments in the overall economy and the amount of money related to real estate.

On the development front, we also think we're probably near the end of the cycle in terms of what we're looking at, but there's - you're always open to opportunistic stuff, we were delighted when NCR decided to do the second phase. We had not anticipated that they would do this quickly, but their company has really got some great momentum behind it. We're virtually down to just one floor at North Carolina with the leases we have and some LOIs that we have and analog continues to do great, but we think that the next six to twelve months at Cousins are going to be concentrating on what we outlined in the call, the balance sheet, the Atlanta concentration, making sure our new team members in new markets are well integrated and that we execute really well on that, and Greg I'll let you take the last one.

Gregg Adzema

Sure. Good morning, John. So I think the question is we're selling a bunch of stuff, does that mean - and we're not buying anything, does that mean we’re going to have to pay a special dividend or something like - and the answer to that question - the short version to the answer that question is no.

We've done a terrific job in tax planning here at Cousins. For example, as you pointed out, we haven't bought anything since 2014, but we sold almost a quarter billion dollars’ worth of the assets in 2015 with no 10-31 like kind of exchanges, and we're able to do that and absorb the gain and not pay any type special dividend. We anticipate being able to do that again in 2016 and in 2017. The plan that we've laid out for you here today on this call and we do not anticipate driving a special dividend in the near term.

John Guinee

Are you able - Gregg, just curiosity, are you able to do a 10-31 exchange into any of your development deals or is it just all tax planning?

Gregg Adzema

Once in a while, we might buy the land through a 10-31, but we have not - 10-31 into - any of the development spending itself. It's been tax planning, and I think we’ve done a good job of it.

John Guinee

Great, all right, thank you very much.

Larry Gellerstedt

Thanks, John.

Operator

Our next question will come from Jed Reagan of Green Street Advisors. Please go ahead.

Jed Reagan

Good morning, guys. How is the supply pipeline looking in Atlanta these days? Overall, are you seeing anything kind of ramping across the market that might raise a concern levels at all?

Colin Connolly

We really aren’t, Jed. Buckhead has the one half million square foot tower the Tishman’s doing, that we think has some prospects that they're getting pretty close with, with probably between 150,000 and 200,000 sq. ft. of that. There is some activity, Howards has a project that started with significant pre-leasing in the northwest, which is not a sub market that we're in, and then there a couple of smaller buildings in various little pocket areas of Atlanta, but there really has not been anything significant that is started that we're competing against or see ourselves competing against in the next couple of years in Atlanta. Outside, we’ll build the suit or a significant corporate relocation that’s not announced at this point.

Jed Reagan

Okay, that's helpful. And then, for Gregg maybe, how much of the remaining merger expense could we expect to see attributed to Cousins in the fourth quarter or is that - really to draw line and to stand on that?

Gregg Adzema

Jed, so what we provided back in April in our investor package was see an estimate of $85 million in total merger costs. We incurred a few million dollars of that, which we've disclosed in our earnings each quarter prior to the actual transaction taking place. Yes, transaction took place in the fourth quarter and that's where the vast majority of that eighty five will hit.

Now remember, some of it was incurred by Parkway prior to the transaction, some of it was incurred by us prior to the transaction, some of it is incurred by both of us at the transaction. So it's going to be located in several different spots, but the number in the fourth quarter will be significant and it will primarily run through Cousins’ income statement. There will be some trailing expenses though that trickle into the first half of ‘17 as well.

Jed Reagan

Should we think of that split between Cousins and New Parkway is sort of pro rata based on size of the companies or…?

Larry Gellerstedt

No, their portion is significant, but our portion will be a larger than our pro rata ownership.

Jed Reagan

Okay, that's helpful, thank you.

Operator

[Operator Instructions] Our next question will come from Tom Lesnick of Capital One. Please go ahead.

Tom Lesnick

Hey, guys, good morning. I guess first, looking at Colorado Center and the financing you put on that, the 120 million - you guys developed the entire asset I believe for roughly 126 million just a year or two ago, what was the assumed loan-to-value ratio on that mortgage?

Gregg Adzema

Tom, it's Gregg. I don't think that’s something that I'm comfortable disclosing. It would imply kind of what we believe our NAV to be on that asset, which as you know, we don't talk about, but you're right. The property is worth a lot more than what it cost us to fit in the ground. And so, the financing is a terrific financing, it’s 10-year financing, it has low three coupon, it's going to be good on our balance sheet for an extended period of time.

Tom Lesnick

And it seems like a very healthy profit margin, so congrats on that.

Larry Gellerstedt

This is Larry, let me just say that, another way to look at it is the similar comps in the Austin CBD, and that's not the basis by wishes loan we’ve done would be 585, somewhere $585 a square foot, $580 a foot, so that might be helpful.

Tom Lesnick

That's very helpful. Thank you. And then, turning back to the investor presentation from the merger back in April, on page 33, the sources and uses, just curious, with respect to the new Cousins’ mortgages, was that fulfilled of that $135 million that was outlined or was that fulfilled by the Fifth Third mortgage?

Gregg Adzema

Yeah, it was fulfilled by both of those mortgages. I got more mortgages than I really needed, and that was just - it was an insurance policy. Just in case there are a lot of asset sales for example that were tied to merger, some of them did close, some of them are not closing in the fourth quarter. So I’ve got one more mortgage that I needed is an insurance policy to make sure that we could [indiscernible] with the funds that were required, and everything worked out just fine.

Tom Lesnick

That makes sense. And then, just lastly, the $300 million Parkway cash balance at closing inclusive of the plan Jacksonville sales proceeds, given that the Jacksonville assets closed just prior to merger, how did those prices compared to your expectations going into the merger?

Larry Gellerstedt

I’ll let Colin Connolly.

Colin Connolly

As we went in, and ultimately execution, it was a little bit disappointing in terms of where Jacksonville shook out relative to I think Parkway’s expectations, and therefore our expectations. We continue to see a bifurcation in the investment market in terms of urban asset and suburban assets, and the type of interest that is Garner, and then I think additionally just Jacksonville is a secondary tertiary market. The number of buyers for those type of assets was less than we would have hoped.

Tom Lesnick

I appreciate that color. Well, listen guys, congrats on the quarter and completing the merger, and look forward to seeing S3 here in a couple of weeks.

Colin Connolly

Thanks, Tom.

Operator

Ladies and gentlemen, this will conclude our question-and-answer session. I would like to turn the conference back over to Mr. Larry Gellerstedt for any closing remarks.

Larry Gellerstedt

Well, we are extraordinarily excited at Cousins about the opportunities that we have and our investors have for the future of this company. I don't think the future is ever looked brighter and we appreciate your interest and look forward to our continuing discussions over the next few quarters. Thank you.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.