Good morning, and welcome to the Highwoods Properties Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded, Wednesday, October 27, 2021. I would now like to turn the conference over to Mark Mulhern. Please go ahead, Mr. Mulhern.

Thank you. This is Brendan Maiorana. Thank you, operator, and good morning, everyone. Joining me on the call this morning are Ted Klinck, our Chief Executive Officer; Brian Leary, our Chief Operating Officer; and Mark Mulhern, our Chief Financial Officer. As is our custom, today's prepared remarks have been posted on the web. If any of you have not received yesterday's earnings release or supplemental, they're both available on the Investors section of our website at highwoods.com. On today's call, our review will include non-GAAP measures such as FFO, NOI and EBITDAre. The release and supplemental include a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures. Forward-looking statements made during today's call are subject to risks and uncertainties, including the ongoing adverse effect of the COVID-19 pandemic on our financial condition and operating results. These risks and uncertainties are discussed at length in our press releases as well as our SEC filings. As you know, actual events and results can differ materially from these forward-looking statements, and the company does not undertake a duty to update any forward-looking statements. With that, I'll now turn the call over to Ted.

Thanks, Brendan. Good morning. We are pleased with our solid financial and operational results in the third quarter. Given the emergence of the Delta variant, utilization across our portfolio did not increase as much in the third quarter as we anticipated, leveling off around 40%. We now do not expect usage to meaningfully increase until the new year. While the progression of the pandemic and the resulting impact on office utilization remain difficult to predict, customers and prospects fortunately continue to sign leases and our parking revenues continue to recover nicely. As I mentioned on our last call, leasing activity has been healthy, particularly for new deals. We signed 672,000 square feet of second leases, including 245,000 square feet of new deals. In total, we signed 96 leases during the quarter, including 46 new deals, consistent with our long-term average. So far this year, we have signed 140 new deals, which puts us on pace to eclipse our annual high watermark. Plus, we signed 83,000 square feet of first gen leases on the development pipeline. In addition to healthy volume, rents on signed leases increased 19.3% on a GAAP basis and 4.3% on a cash basis. The weighted average term was also solid at 6.3 years, reflecting growing confidence in the long-term value of the office for our customers. Leasing CapEx increased but this was offset by higher face rents and longer terms. We're often asked about the effect of the pandemic on net effective rents. We don't track apples-to-apples net effective rent spreads. However, if you look solely at the change in second-gen net effective rents on signed deals from 2019 to 2021 year-to-date, the decline is roughly at the midpoint of the 5% to 10% average decline across our markets we've mentioned previously, which in our experience is…

Thanks, Ted, and good morning, everyone. While the economy bore the brunt of the Delta variance impact in the third quarter, we believe our positive results for the period are a product of the clear and consistent BBD strategy, Highwoods has been focused a long time developing, operating in BBD located and talent-centric workplaces has proved our portfolio's resiliency in the face of unprecedented times, provides a strong foundation for future growth. Customers are returning to the office, some sooner than others, but the common course we hear is that place matters. And that while many see a more flexible workplace and perhaps more accurately work week ahead, most of us have told us that they are the very best when they are together, first being remote. This sentiment is inherent in the healthy quarterly leasing volume and metrics our team posted. This is also consistent with our markets being highlighted in the most recent addition of ULI and PwC's emerging trends in real estate and where we have a significant best-in-class workplace options across 11.8 million square feet in the BBDs of Nashville and Raleigh, which ranked number 1 and number 2, respectively, and were 44% of our third quarter NOI was generated. The great migration continues to accelerate as talented companies and individuals migrate to the SunBelt. Where cities and states are open for business, housing is affordable and commute times and modes more manageable at 90.4%, occupancy increased 90 basis points from last quarter, and we foresee occupancy holding steady for the balance of the year. Tour and RFP activity is getting back to pre-pandemic levels as many organizations that delayed decision-making of any scope or scale since the spring of 2020 are now ready to discuss their long-term office plans. With 140 new customers signing on…

Thanks, Brian. In the third quarter, we delivered net income of $72.1 million or $0.69 per share and FFO of $102.8 million or $0.96 per share an increase from $0.93 in the second quarter. As Ted mentioned, closed on the acquisition from PAC in late July, delivered the $285 million Asurion development in September and sold $120 million of noncore assets at the end of the quarter. While there were a lot of moving parts from investment activity in the quarter, there weren't a lot of unusual operational items that impacted our financial results. Turning to the balance sheet. Our leverage obviously ticked up temporarily due to this quarter's acquisition. However, we are very pleased that our debt-to-EBITDAre was 5.6x in the third quarter, less than 0.5 turn increase at 0.2x in the prior quarter. We are making solid progress on our noncore disposition plan, having sold $163 million of the planned $500 million to $600 million and are on track to return our balance sheet to pre-acquisition metrics by mid-2022. Further, we have ample liquidity with $615 million currently available on our revolving credit facility, limited debt maturities until late 2022 and expected disposition proceeds over the next several quarters. During the quarter, we issued a modest amount of shares on the ATM at an average price of $45.81 per share for net proceeds of $6.8 million, consistent with the ATM activity in the second quarter. ATM issuances remain one of the many arrows in our quiver, and we continue to believe are an efficient and measured way to fund incremental investments, particularly our development pipeline on a leverage-neutral basis. As Ted mentioned, we increased the low end of our development announcement outlook to $100 million, signifying our growing confidence in future development starts. The modest ATM issuance so…

[Operator Instructions] And our first question comes from Manny Korchman with Citi.

This is Parker Crane on for Manny. My first question is just about the Ovation site. If there's been any changes since what you guys were initially entitled to several years ago, if there's been any changes since then?

Parker, it’s Brian here. Thanks for the question on Ovation. I couldn’t be more excited to now have the full side under control, specifically your question regarding entitlements. Let me just remind everyone what we’ve got out there right now on the 145 acres, of which about 138 are dealable to our -- the roads and curb that are actually already in place out there. So there’s been better part of $20 million already put in the ground and part of the grading and sewer system. So we’re entitled the 1.4 million square feet of office, of which about 200,000 square feet. It’s already been built as part of Mars PetCare’s U.S. headquarters, which is just a fantastic customer and a truly innovative building. It’s our first full pet building, too. So if you ever out there, you should come see it, 950 residential units and approximately 400,000 square feet of retail. We would argue that probably more retail than the site needs or could support at the moment, but to having that flexibility, we’re bullish about. And then 450 hotel rooms. That’s an existing entitlement and we think that’s kind of plenty to say grace over at the moment. We will probably reimagine the master plan into a more integrated mixed-use development so we can really get the benefit of all of those complementary uses being adjacent to each other, and we’ll be partnering with the city of Franklin to kind of go through an expedited repositioning of that. But we don’t necessarily see the need for much more density, the city of Franklin would be supportive of more office density, but we’re – that’s kind of the plan right now. What we’re going to be doing since now that we’ve closed on it, we’ve been spending the next few weeks, identifying and inviting a select group of high-class developers and operators in these other uses to come in and be part of the reimagination of the master plan to work with the city of Franklin and then ideally hit the ground running early next year. Is that helpful?

Yes, absolutely. And then just my second is just around concession. Concessions and TIs are still pretty high overall for your leasing volumes right now. I think you guys mentioned that it’s offset by some of the base rent stuff in term. But as you guys are mentioning in your opening remarks, this growing back-to-work mentality and some of the strong leasing volumes that are in a few of your markets. When are you starting to think that you may see concessions start to tick back down towards a more normalized sort of arguably pre-COVID level, I would say?

Parker, I can start and Brian or Brendan want to jump in. Look, things are still competitive. I do think concessions have starting to level off in most of our markets, but it’s still competitive. Companies were thankful that we’ve signed 245,000 square feet of new leases, new customers to Highwoods this past quarter and which is sort of on par with our first couple of quarters. But it’s still competitive out there, and we’re going to try and meet the market. But we’ve been able to hold face rates. And as you alluded to, Tis have been higher rents – free rent has been a little bit higher. But we think net effective rents are hopefully stabilizing now.

And our next question is from Rob Stevenson with Janney.

Ted, when you talked earlier about the 40% utilization rate, when you look at your key card data, is it the same people day in and day out to constitute that 40%? Or are you having more people starting to rotate in on a regular basis?

Yes. That’s a great question. One, they really, the only real data point we have with Bank of America in Charlotte that is really bringing their folks back, most of our preen as the return to work started, most of that 40% is our smaller customers, right? Those are the ones that have come back to the office really. Our larger customers have continued sort of pushed push out the return either later this year or early 2022. So, the one exception is really Bank of America, they started bringing their people back right after Labor Day. I think they brought roughly 700 people back in the first wave. We’ve got a few more increments coming back between now and the end of the year. So really don’t have any real data on the different people within each company or not, but the smaller companies are generally back.

Rob, Brian here. One thing maybe to add to that because I think you kind of sensed it and maybe some of the other things you’ve seen is that those card swipes, say there’s 100 card types from our company. We are still seeing something we kind of saw last summer when companies are doing these kind of waves or this team in and this team out. So you might get 200 different people with 100 card swipes over a period of time. So I think we are seeing that they are planning to kind of ramp that back up to have both of those people and at the same time early next year.

Okay. Because I wonder how that’s altering how tenants thinking about space for the future if you -- but there’s a big difference between having people where everybody is in 2 days a week, but that, that’s only sort of, call it, 40% utilization versus the same people in 5 days a week only, and the other people remote and what they’re looking at in terms of both exterior office space, conference rooms, cubicles and things of that nature and just overall space needs. So that’s interesting. I guess the other question for me is any push on the part of buyers to get any of your acquisitions or dispositions, I guess, I should say, from year end, done by year-end. Is it disposition pace expected to accelerate into November, December here? Are we likely to be more ratable to close the remaining, whatever it is, $340 million, $440 million of dispositions through mid-2022? With what you’re marketing, how does that sort of pace look like today?

Sure. Rob. So as we stated in our remarks, we’ve closed thus far about $163 million of transactions. And our initial guidance was $500 million to $600 million, of which half of that are $250 million to $300 million, we thought it would get done by year-end and the other $250 million to $300 million by midyear 2022. So we’re over halfway there to our initial $250 million to $300 million. And we feel very confident we’re going to be at the upper end that range of about $250 million to $300 million range by the end of this year or so. So that should give you some indication. We do have several deals that are under contract with hard money that should close by year-end. And then the remaining – again, we’ve actually got a few of the second half already in the market as well. So I think you’ll see a continual cadence of dispose into the first and second quarter next year.

And how is pricing coming in on the stuff that’s under contract today? Is it where you expected, a little bit better, a little bit softer? How would you characterize that?

Sure. The $163 million we’ve closed, it’s been roughly a GAAP cap rate of 6% cash cap rate of the low 5s than what we have remaining to sell, call it, gap in the mid- to high 6s, cash, low to mid-6s. So in total, when you put it all together, that $500 million to $600 million, we think it’s going to be a mid-6s GAAP, low 6s cap, which is better than we had indicated initially.

Okay.

Rob, I just wanted to just follow up on your timing question. So unlike our normal practice, we have layered in the expected – the dilution from the dispositions into the guidance for the outlook the remainder of ’21. And really at sort of the midpoint for the sales that we expect to close in the remainder of I think it’s fair to assume that, that’s a mid-quarter, fourth quarter close on balance on average for all of those. So it’s not all at the end of the year. It’s going to be roughly, call it, in the middle of November for an average.

Okay. That’s very helpful, Brendan. And then lastly for me, Mark, just wanted to say you’ll be missed.

Thanks, Rob. I appreciate it. Very nice of you.

And our next question is from Dave Rodgers with Baird.

I wanted to ask Brian, I’ll start with you. Two questions maybe on leasing. First is it’s obviously clear across the market across, obviously, your developments. There’s this demand for really high-quality brand-new space. So the 2 questions, I guess, would be can you talk about the second-generation leasing you did in the quarter? And was there anything consistent trend through any of that, certain types of building, CBD, suburban, et cetera, that you can kind of discipher for us. And then the second question is, as you talk to Pinnacle and Bath Berry, was there anything in their conversations that you could have done to keep them in that space and – or are they just kind of moving on to even better space. Just any color around that would be helpful.

Dave, great question. So let me hit the second one first. Pinnacle Bass Berry. They’re basically still staying in the same kind of BBD and in-town Nashville. They have the need to kind of update their space, and it’s hard to do when you’re in it. In some cases, they’re growing and we couldn’t accommodate growing. And so that’s really part of it. I think the Pinnacle 1 is it’s even been kind of written about in the local press. It’s even a bigger player partnership and leasing space. It’s a bigger partnership on the performing events a new that’s there. So some kind of – we’re super excited for them and staying in the neighborhood and keeping that occupancy in the BBD and being a civic citizen. So like Pinnacle is less than 100,000 square feet. So not that big of a one. And the other thing is we’ve never really had the ability to mark this building to market and lease it in the middle of the booming kind of Sogo micro market of the BBD right next to the Four Seasons that is selling out. So our leasing team is chomping it a bit, so they’re pretty excited about that. One you a global question on the second-gen leases. I have to say it’s a little bit of suburban and urban in that regard, depending on the different markets. We have a lot of work underway on sort of repositioning and amenitizing our suburban assets to make sure that they have some of those same kind of amenities, walkability access to kind of food and beverage that you might have if you walked right out of the BBD location. And so as we start laying out the vision for those renderings, plans, time lines, they’re being received very warmly by the market. So I don’t know if Brendan or Ted had any more specifically, but I felt like it was kind of across the board on the second-gen renewals and leasing.

No, I think that’s right. The only thing I would add on and Pinnacle and could even throw Novelis in there is we’ve got plenty of time, right? We’ve got a minimum of 3 years, 3.5, almost 4 years on maybe Pinnacle just shy of 4 years. They are in great buildings and the best BBDs in our best markets. And just to reiterate, they’re well below market from a rent standpoint. So we feel like we’re in pretty good – we’ll be in pretty good shape.

One more on leasing, if I could. The activity at Midtown and Nashville, at the new developments. I mean, were those meeting prior expectations, any level of discount that we should take note of?

No. We’ve – the activity has been fantastic. And I think we get a little more TI, not too dissimilar to our second-gen leasing. We’ve been able to hold face rates, maybe a little bit more free rent, little bit more TI. So net effect is maybe they’re down a little bit. But in terms of the lease-up timing, we’re sort of on track on both of those. So we’re very pleased with Virginia Springs II. We took it from 50% to 59% during the quarter. And then Midtown Tampa went from 11% last quarter to 59% and our pipeline with strong prospects is very, very good. So we’re encouraged.

Great. Last one, maybe, Ted, just specifically for you. You guys obviously saw the opportunity to double down on some existing markets with the PAC transaction and exit some others. But I guess, as you continue to move through this year, is there anything additional that causing you to think about what the bottom of the portfolio is today or what the bottom markets are? Or are you still pretty confident that as leasing comes back, you’ve got the right set.

Look, I think that’s just part of our normal business, right? We’re constantly evaluating what’s core, what’s noncore, looking at our markets, looking at what customers want. We look at demand and we’re trying to meet demand and make sure we have that portfolio that we can do – we can meet the demand with. So it’s a constant process for us. We’re all about capital recycling and upgrading the portfolio. So it’s something I think you’re going to see us continue to do over time.

Dave, Brian here to just flip on to Ted’s statement. One of the things that we’re laser-focused on is are these assets becoming tools that our customers use to retain and recruit their talent, not just against we are competing with day in and day out for their own business, but even against the couch. So we’re laser focused on this, and we’ll be doing that for the coming years.

Yes. And Dave, just to maybe pile on again. As Mark mentioned in the prepared remarks, we’ve sold $1.8 billion of assets since 2016, so really just over the past 5 or 6 years. And then as Ted mentioned, on the sales to help fund the PAC acquisition, I mean those are coming in at a GAAP cap rate in the mid-6s the cash cap rate in the low 6s. So the noncore that we have currently, I think, is a lot higher quality than what the noncore was 5 or 10 years ago. So I think we’ll continue to do that, but I think we feel very good about where the portfolio has gone to over the past several years.

Our next question is from Ronald Kamdem with Morgan Stanley.

Just a couple of quick ones for me. Just one, we’re hearing clearly a lot about sort of supply chain delays and so forth. And when you’re thinking about the $1 billion you’ve delivered successfully since 2016 and then looking forward, thinking about the $2 billion pipeline. Is there – how should we think about – what are you thinking about differently? Should we expect more delays? Should we expect – What’s going to be the difference sort of looking forward versus looking back given what we’re hearing about supply chains.

Ron, Brian Leary. Let me take a first shot at this one. So 2 things about supply chain. And there’s plenty of people talking about this, right, from Janet Yellen to construction leaders. There’s hard kind of commodity supply chain issues and there’s labor supply chain issues. I think we all feel pretty bullish that the commodity raw material supply chain issues will work its way out. I mean you just need to look at the satellite photo of the hundreds of bows off the long beach or LA ports to know that at some point, those folks are all going to be getting in, get unloaded and stuff. So on the labor side, it’s forcing the industry into more efficient delivery of construction through preconstruction work through precast work through prefab work. So I actually think we’re going to get through this, and I think it’s going to add a dose of innovation to that. But we’ve got to plan that in right now, the longer time tables and potential cost for supply chain disruption. The good thing is that most of the customers we’re talking to about new development, new construction believe that, that investment in rent to cover that is more than worth it when they focus on the much larger investment they make year in and year out on their talent. So it is not necessarily slowing us down in terms of starting new construction, particularly for those customers that value their workforce.

Great. And then my second question was just going to be sort of pigging back on one of the other questions. The – clearly, there’s the $500 million, $600 million of disposition and that seems to be on track and on target. Once those are completed, when you take a step back and you look at the portfolio, is it fair to say that you have a portfolio you want? Or is there still some sort of lower quality or lower – not lower quality, but sort of bottom of the portfolio lower growth that you would want to call just thinking about where are we in sort of this portfolio recycling. Are we mostly done after that? Or should we expect more?

Sure. We’re always recycling, as I mentioned a minute ago, where we always rank our assets 1 to 10. It’s just a process we go through each year. And so if you look at our capital recycling over the last 15 years, we’re always selling $50 million to $150 million a year on average. So I would expect that’s going to continue over time as we continue to upgrade the portfolio.

And Ron, this is Brendan. Just to add on to that. I mean we – as Ted mentioned, we have been active recyclers of capital. We will continue to be active recyclers of capital, but that is not detracted from our track record of earnings and cash flow growth over the past decade plus. So I think we’ve proven that we’re able to recycle capital while still growing earnings per share, dividend per share and cash flow. So I think we feel like we have the ingredients to be able to continue that formula going forward.

[Operator Instructions] And our next question is from Jamie Feldman with Bank of America.

Great. So I know you made the comment about some of your larger tenant move-outs coming. Can you just walk us through the largest expiration through the end of ’22. I know some of those might not be on the top tenant list? Or is there really not much there?

Sure, Jamie. So through 2022, our largest is a 62,000 square foot customer that expires December 2022. And we have – and they’re actually going to be to known vacate. We’re going to be vacating. We’ve got a 50,000-footer and then a 44. So those are our top 3. And below that, we’ve got a couple of 30s and then it falls into the 20s. So not a lot of large customer exposures through 2022.

Okay. And the 50 and the 40 are those – do you think those will renew or too early?

50, we’re not sure about, and the 44 is a known vacate.

Okay. And what about the potential of the backfill?

I don’t think that one’s in September ’22. I don’t think we have any prospects for that space yet.

But in the on the 44 though, it’s arguably one of our best buildings in that market and with what’s going on improvements in amenities. I think we do have some folks on good about that.

Where is that one?

Hagberg.

Okay, fair. And then where is the 50, the 62?

The 62 and the 50 are both in Tampa, and we have a prospect for a lot of that space.

Okay. And then I guess just taking a step back and thinking about your markets kind of assuming we’re coming out of the pandemic here. I mean which would you say, whether it’s markets or even submarkets have the most kind of structural change from the pandemic in terms of a change in tenant sentiment around whether it’s hybrid work or wanting to be downtown versus the suburbs. I mean, is there anything that you can read from at this point?

I think it’s just too early, Jamie. I mean we’ve got to get everybody back in the office. I and I just came out with a study the other day that 3 out of 5 companies haven’t decided what their workplace is going to look like post pandemic. I think that’s sort of what we’re seeing as well. I think the customers have got to get in get their folks back to work and before they figure out what the workplace is going to be. So I think it’s still pretty early to figure that out.

Okay. And then I see that you increased the development such guidance at the low end of $100 million. You still have your $250 million – sorry, yes, the low end of $100 million, you get $250 million at the high end. Can you just provide more color on what’s the start there? And what would get you to the $250 million?

So sure, we’ve still got several discussions ongoing for both build-to-suit and would be a pre-lease on a spec building. So multiple conversations don’t know exactly what’s going to hit yet. But just given where those discussions are, it just gives us confidence that we’re going to have a start or 2 before the end of the year.

Okay. And sorry, just to go back to like the 62,000 expiration in the 44, like what percentage of NOI would you say that is or occupancy?

Revenue-wise they’re all no higher from $1 million to $1.5 million.

Yes, annual basis.

That’s on an annual basis.

Yes, it’s an annual basis, and that’s on a base of, call it, $730 million of annual revenue. So it’s a pretty small percentage of annual revenue.

And those are all the questions we have at this time. I'll turn the call back over to Mr. Klinck for any closing remarks.

Thank you. And before we conclude the call, I just want to thank Mark again for his significant contributions to Highwoods. First as a member of our Board of Directors and then as our CFO since 2014. On behalf of the entire Highwoods family, we wish Mark well as he transitions into a well-deserved retirement, and we look forward to seeing them around town. Thanks, everybody, for joining the call, and thank you for your interest in Highwoods. We look forward to seeing many of you at NAREIT in a couple of weeks.

And ladies and gentlemen, that does conclude our call for today. We thank you all for your participation, and have a great rest of your day. You may disconnect your line.