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EX-99.1 - EXHIBIT 99.1 - Whitestone REITexhibit991pressreleaseofwh.htm
8-K - 8-K - Whitestone REITwsr8-kearningsrelease2017x.htm
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CORPORATE PROFILE
 
 
 
 
 
 
 
 
 
NYSE: WSR
 
Whitestone REIT (NYSE: WSR) is a self-managed fully integrated real estate investment trust that primarily
Common Shares
 
owns, manages and redevelops high quality retail properties which we refer to as Community Centered
 
 
Properties TM. As of March 31, 2017, we wholly owned 55 Community Centered PropertiesTM with approximately
55 Community Centers
 
4.6 million square feet of gross leasable area, located in six of the top markets in the United States in terms of
4.6 Million Sq. Ft. of gross
 
population growth: Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio. Headquartered in
leasable area
 
Houston, Texas, we were founded in 1998. We also owned a majority interest in and managed 14 properties with
1,222 Tenants
 
approximately 1.5 million square feet of gross leasable area through our investment in Pillarstone Capital REIT
 
 
Operating Partnership, L.P.
 
 
 
6 Top Growth Markets
 
We focus on value creation in our properties, as we market, lease and manage our properties. We invest in
Austin
 
properties that are or can become Community Centered Properties TM from which our tenants deliver needed services
Chicago
 
to the surrounding community. We focus on properties with smaller rental spaces that present opportunities for
Dallas-Fort Worth
 
attractive returns.
Houston
 
 
Phoenix
 
Our strategic efforts target entrepreneurial, service-oriented tenants at each property who provide services to their
San Antonio
 
respective surrounding communities. Operations include an internal management structure providing cost-effective
 
 
services to locally-oriented, smaller space tenants. Multi-cultural community focus sets us apart from traditional
Fiscal Year End
 
commercial real estate operators. We value diversity on our team and maintain in-house leasing, property
12/31
 
management, marketing, construction and maintenance departments with culturally diverse and multi-lingual
 
 
associates who understand the particular needs of our tenants and neighborhoods.
Common Shares &
 
 
Units Outstanding*:
 
We have a diverse tenant base concentrated on service offerings such as specialty retail, grocery, restaurants,
Common Shares: 38.1 Million
 
medical, educational and financial services and entertainment. These tenants tend to occupy smaller spaces (less
Operating Partnership Units:
 
than 3,000 square feet) and, as of March 31, 2017 provided a 50% premium rental rate compared to our larger space
     1.1 Million
 
tenants. The largest of our 1,222 tenants comprised only 3.6% of our annualized base rental revenues for the three
 
 
months ended March 31, 2017.
Distribution (per share / unit):
 
 
 
 
 
 
 
 
Quarter: $ 0.2850
 
Investor Relations:
 
 
 
 
Annualized: $ 1.1400
 
Whitestone REIT
 
 
 
 
 
ICR Inc.
Dividend Yield: 9.2%**
 
Dave Holeman, Chief Financial Officer
 
 
 
Brad Cohen
 
 
2600 South Gessner, Suite 500, Houston, Texas 77063
 
 
 
203.682.8211
Board of Trustees:
 
713.435.2219 email: ir@whitestonereit.com
 
 
James C. Mastandrea
 
website: www.whitestonereit.com
 
 
Daryl J. Carter
 
 
 
 
Donald F. Keating
 
Analyst Coverage:
 
 
 
 
 
 
Paul T. Lambert
 
BMO Capital Markets
 
Hilliard Lyons
 
JMP Securities
 
Ladenburg Thalmann
Jack L. Mahaffey
 
Paul Adornato, CFA
 
Carol L. Kemple
 
Mitch Germain
 
Daniel P. Donlan
David F. Taylor
 
212.885.4170
 
502.588.1839
 
212.906.3546
 
212.409.2056
Trustee Emeritus:
 
Paul.Adornato@bmo.com
 
ckemple@hilliard.com
 
mgermain@jmpsecurities.com
 
ddonlan@ladenburg.com
Daniel G. DeVos
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* As of May 3, 2017
 
Maxim Group
 
Robert W. Baird & Co.
 
SunTrust Robinson Humphrey
 
Wunderlich Securities, Inc.
** Based on common share price
 
Michael Diana
 
RJ Milligan
 
Ki Bin Kim, CFA
 
Craig Kucera
of $12.38 as of close of market on
 
212.895.3641
 
813.273.8252
 
212.303.4124
 
540.277.3366
May 2, 2017.
 
mdiana@maximgrp.com
 
rjmilligan@rwbaird.com
 
kibin.kim@suntrust.com
 
ckucera@wundernet.com
 
 
We are followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding our performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of our management. We do not by our reference above or distribution imply our endorsement of or concurrence with such information, conclusions or recommendations.

1


Whitestone REIT Reports First Quarter 2017 Results
- Annualized Base Rent Per Leased Square Foot Grows 14% Compared to First Quarter 2016 -
- Net Income of $0.04 per Share -
- Funds from Operations ("FFO") of $0.23 per Share, FFO Core of $0.32 per Share -
- Announces $204.6 Million of Acquisitions Subsequent to Quarter End -
- Raises $100 Million in Net Proceeds in Follow-on Offering -
- Reaffirms 2017 Full Year Guidance -

Houston, Texas, May 3, 2017 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced operating and financial results for the first quarter ended March 31, 2017. Whitestone is a pure-play community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality “E-commerce resistant” neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provide daily necessities, needed services and entertainment to the respective communities which are not readily available online.

Highlights
All per share amounts presented in this news release are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.

First Quarter 2017 Compared to First Quarter 2016:

11% growth in revenues to $28.3 million
Net income attributable to Whitestone REIT of $1.4 million
9% growth in net operating income (“NOI”) to $18.9 million
2% same store NOI growth
Funds from Operations (“FFO”) was $7.3 million versus $7.5 million or $0.23 per diluted share versus $0.26
FFO Core was $10.2 million versus $9.7 million or $0.32 per diluted share versus $0.34
14% increase in Annualized Base Rent (“ABR”) to $17.36 per leased square foot
7% increase in rental rates on new and renewal leases on a GAAP basis (Trailing twelve months)

“Our neighborhood centers, located on the best retail corners of affluent communities, with a well-crafted mix of E-commerce resistant tenants, continue to produce strong financial results,” stated Jim Mastandrea, Chairman and Chief Executive Officer. “The power of our business model was again demonstrated by the positive revenue and same store NOI growth we produced to start 2017. Furthermore, early in the second quarter, we secured two additional assets that complement our focus on Community Centered Property™ for a combined purchase price of $204.6 million in the business friendly and high growth state of Texas. We also successfully executed on a follow-on offering with approximately $100 million of net proceeds being used to fund these accretive acquisitions that should close in the second quarter. Our team’s efforts and proven business model, which differentiates us from traditional retail REITs, positions Whitestone to build on our past success and to continue to grow long-term shareholder value through increasing occupancies, rents and overall square footage and executing quickly on accretive acquisitions”

Real Estate Portfolio Update

Community Centered PropertiesTM Portfolio Statistics:

As of March 31, 2017, Whitestone wholly owned 55 Community Centered PropertiesTM with 4.6 million square feet of gross leasable area ("GLA"). The portfolio is comprised of 27 properties in Texas, 27 in Arizona and one in Illinois. Whitestone’s retail Community Centered PropertiesTM are located in Austin (4), San Antonio (3), Dallas-Fort Worth (5), Houston (15) and the greater Phoenix metropolitan area (27) at March 31, 2017. In addition to being business friendly, these are five of the top markets in the country in terms of size, economic strength and population growth. Between 2000 and 2014, these cities experienced double-digit growth in population, with Austin at +35.8%, San Antonio at +23.4%, Dallas-Fort Worth at +20.5%, Phoenix at +15.8% and Houston at +13.2%. The Company’s retail properties in these markets are located on the best retail corners embedded in affluent communities. The Company also owns a majority interest in and manages 14 properties containing 1.5 million square feet of GLA through its investment in Pillarstone Capital REIT Operating Partnership L.P.



2


At the end of the first quarter of 2017, the Company's diversified tenant base was comprised of approximately 1,600 tenants, with the largest tenant accounting for only 3.0% of annualized base rental revenues and the top 15 tenants accounting for only 12% of annualized base rental revenues. Lease terms range from less than one year for smaller tenants to over 15 years for larger tenants. The leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.

Leasing Activity:

During the first quarter, the leasing team signed 91 leases totaling 221,000 square feet of new, expansion and renewal leases, compared to 122 leases totaling 285,000 square feet in the first quarter of 2016. The total lease value added during the quarter was $16.3 million compared to $16.1 million during the same period last year. The Company's total operating portfolio occupancy stood at 88.6% at quarter end.

Development Activity:

Pinnacle of Scottsdale
As of March 31, 2017, the Company had substantially completed construction at its Community Centered PropertyTM that is adjacent to its Pinnacle of Scottsdale property located in Scottsdale, Arizona. Approximately $7.0 million in construction and land costs were incurred, including approximately $0.5 million in previously capitalized interest and real estate taxes. The 27,063 square foot property was 44% leased as of March 31, 2017. Subsequent to March 31, 2017, the Company executed additional new leases increasing the leased occupancy to 91% as of May 2, 2017. 


Shops at Starwood
As of March 31, 2017, the Company had substantially completed construction at its Community Centered PropertyTM that is adjacent to its Shops at Starwood property located in Frisco, Texas. Approximately $10.0 million in construction and land costs were incurred, including approximately $0.8 million in previously capitalized interest and real estate taxes. The 35,351 square foot property was 50% leased as of March 31, 2017. Subsequent to March 31, 2017, the Company executed additional new leases increasing the leased occupancy to 59% as of May 2, 2017.

Balance Sheet and Liquidity

Balance Sheet:

Reflecting the Company’s activities over the last twelve months, undepreciated cost basis real estate assets increased $86.1 million to $924.3 million at March 31, 2017 compared to $838.2 million on March 31, 2016.

Liquidity, Debt and Credit Facility:

At March 31, 2017, 46 of the Company’s wholly-owned 55 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $667.7 million. At March 31, 2017 the Company had total real estate debt, net of cash, of $548.0 million, of which approximately 65%, was subject to fixed interest rates. The Company's weighted average interest rate on all fixed rate debt as of the end of the first quarter was 4.0% and the weighted average remaining term was 5.0 years.

At quarter end, Whitestone had $6.5 million of cash available on its balance sheet and $102.4 million of available capacity under its credit facility, before a $200 million accordion option.

Dividend

On March 20, 2017, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the second quarter of 2017, to be paid in three equal installments of $0.095 in April, May and June of 2017.

3



Subsequent Events

Acquisitions:

On April 19, 2017, the Company announced that it had entered into purchase agreements, in separate transactions, to acquire BLVD Place and Eldorado Plaza, two Class-A retail centers located in affluent and fast-growing communities in Houston and Dallas, respectively. The aggregate purchase price for BLVD Place and Eldorado Plaza is $204.6 million. Based on, among other things, the contractual rent under in-place leases and actual operating expenses at the properties as of April 17, 2017, and assuming the development and lease-up of the developable land parcels described below, the Company estimates the projected unlevered internal rate of return using projected NOI over an eight-year hold period, and assuming a 6% exit capitalization rate for each of the two properties, to be in the mid-teens.  Pursuant to the purchase agreements, the Company expects the closing of the pending acquisitions to occur in May 2017, subject to customary closing conditions.

BLVD Place is located in Uptown Houston, one of the largest business districts in the United States, ranking 15th nationally, and comparable in size to the CBDs of Pittsburgh and Denver. Uptown Houston has impressive density, with an estimated 499,000 residents living within a five-mile radius, estimated to grow by 7.6% to 537,000 by 2022, with an estimated average household income within the five-miles radius of BLVD Place of approximately $124,000. The Class-A lifestyle center includes 216,944 square feet of leasable space and included in the purchase of BLVD Place is approximately 1.43 acres of developable land that will give Whitestone the ability to build an estimated 137,000 square feet of additional leasable space, based on current plans. BLVD Place was 99% leased and will be Whitestone’s 28th property in its Houston region. The Company currently intends to develop a six-story, 137,000 square foot mixed-use building (the “BLVD Phase II-B development”) on the developable land at BLVD Place, for an estimated $45 million incremental development cost. The BLVD Phase II-B development is expected to include 46,000 square feet of retail space on the first two floors and 91,000 square feet of office space on the top four floors.

The Company expects to fund a portion of the purchase price of the acquisition of BLVD Place with $80 million of asset level mortgage financing (the “BLVD Financing”). The Company is currently negotiating the terms of the BLVD Financing with potential lenders; however, it has not yet entered into a binding commitment letter or definitive loan documents.

Eldorado Plaza is located in McKinney, Texas, on the north end of the Dallas “Platinum Corridor,” which is known for its mix of national companies and regional branch offices including Coca-Cola, Wells Fargo, Pizza Hut, Hilton Hotels, NexBank, iHeart Communications and Mary Kay Cosmetics. An estimated 191,000 people live within the five-mile radius of Eldorado Plaza, and the population is estimated to grow by 11.6% to 214,000 by 2022. The average household income of the population within the five-mile radius of Eldorado Plaza is $124,000 and the unemployment rate is 2.8%. The Class-A lifestyle center contains 221,577 square feet of leasable space, with the option to purchase an additional 1.86 acres of developable land that will give Whitestone the ability to build an estimated 24,000 square feet of additional leasable space, based on current plans. As of April 15, 2017, Eldorado Plaza was 97% leased. Eldorado Plaza will be Whitestone’s seventh property in Dallas-Ft. Worth.

The Company expects to fund a portion of the purchase price of the acquisition of Eldorado Plaza with borrowings under its credit facility.

Capital markets activity:

The Company completed a follow-on offering of approximately 8.0 million shares during April 2017 that resulted in net proceeds of approximately $100 million. Proceeds were initially used to repay a portion of outstanding indebtedness under its credit facility, and subsequently will be used to partially fund the BLVD Place and Eldorado Plaza acquisitions.

2017 Guidance

The Company reaffirms its previously released guidance for 2017 and expects net income attributable to Whitestone REIT for 2017 to range from $0.24 to $0.29 per share and FFO and FFO Core to range from $1.00 to $1.05 and $1.34 to $1.39 per share, respectively. This guidance reflects the Board’s and management’s view of current and future market conditions, as well as the earnings impact of events referenced elsewhere in this release and during the Company’s conference call. This guidance does not include the operational or capital impact of any future unannounced acquisition or disposition activity. Please refer to the “2017 Financial Guidance” and “Reconciliation of Non-GAAP Measures - 2017 Financial Guidance” sections of the supplemental data package for the full list of guidance information.


4


Conference Call Information

In conjunction with the issuance of its financial results, you are invited to listen to the Company’s earnings release conference call to be broadcast live on Thursday, May 4, 2017 at 11:00 A.M. Central Time. The call will be led by James C. Mastandrea, Chairman and Chief Executive Officer, and David K. Holeman, Chief Financial Officer. Conference call access information is as follows:

Dial-in number for domestic participants:         (877) 681-3376
Dial-in number for international participants:     (719) 325-4797

The conference call will be recorded and a telephone replay will be available through Thursday, May 18, 2017. Replay access information is as follows:

Replay number for domestic participants:        (844) 512-2921
Replay number for international participants:    (412) 317-6671
Passcode (for all participants):            3709952

To listen to a live webcast of the conference call, click on the Investor Relations tab of the Company’s website, www.whitestonereit.com, and then click on the webcast link. A replay of the call will be available on Whitestone’s website via the webcast link until the Company’s next earnings release. Additional information about Whitestone can be found on the Company’s website.

The first quarter earnings release and supplemental data package will be located in the Investor Relations section of the Company’s website. For those without internet access, the earnings release and supplemental data package will be available by mail upon request. To receive a copy, please call the Company’s Investor Relations line at (713) 435-2219.

Supplemental Financial Information

Supplemental materials and details regarding Whitestone's results of operations, communities and tenants are available on the Company's website at www.whitestonereit.com.

About Whitestone REIT

Whitestone is a pure-play community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality “E-commerce resistant” neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provide daily necessities, needed services and entertainment to the community which are not readily available on the internet. Whitestone’s properties are primarily located in business-friendly Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio, which are among the fastest-growing US population centers with highly educated workforces, high household incomes and strong job growth. Visit www.whitestonereit.com for additional information.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such information is subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by the Company's use of forward-looking terminology, such as “may,” “will,” “plan,” “expect,” “intend,” “anticipate,” “believe,” “continue” or similar words or phrases that are predictions of future events or trends and which do not relate solely to historical matters.


5


The following are some of the factors that could cause the Company's actual results and its expectations to differ materially from those described in the Company's forward-looking statements: the Company's ability to meet its assumptions regarding its earnings guidance, including its ability to execute effectively its acquisition and disposition strategy, to continue to execute its development pipeline on schedule and at the expected costs, and its ability to grow its NOI as expected, which could be impacted by a number of factors, including, among other things, its ability to continue to renew leases or re-let space on attractive terms and to otherwise address its leasing rollover; the Company's ability to successfully identify, finance and consummate suitable acquisitions, including the pending acquisitions, and the impact of such acquisitions, including financing developments, capitalization rates and internal rate of return,; current adverse market and economic conditions; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic and regulatory changes; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code; and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company cannot guarantee the accuracy of any such forward-looking statements contained in this press release, and the Company does not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

This release contains supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”) including FFO, FFO Core, and NOI. Following are explanations and reconciliations of these metrics to their most comparable GAAP metric.

FFO: Management believes that FFO is a useful measure of the Company's operating performance. The Company computes FFO as defined by NAREIT, which states that FFO should represent net income available to common shareholders (computed in accordance with GAAP) excluding gains or losses from sales of operating assets, impairment charges and extraordinary items, plus depreciation and amortization of operating properties, including the Company's share of unconsolidated real estate joint ventures and partnerships. FFO does not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company's performance or to cash flow from operations as a measure of liquidity or ability to make distributions and service debt.

Management considers FFO a useful additional measure of performance for an equity REIT because it facilitates an understanding of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, management believes that FFO provides a more meaningful and accurate indication of the Company's performance and useful information for the investment community to compare Whitestone to other REITs since FFO is generally recognized as the industry standard for reporting the operations of REITs.

Other REITs may use different methodologies for calculating FFO, and accordingly, the Company's FFO may not be comparable to other REITs. The Company presents FFO per diluted share calculations that are based on the outstanding dilutive common shares plus the outstanding OP units for the periods presented.

FFO Core: Management believes that the computation of FFO in accordance with NAREIT's definition includes certain non-cash and non-comparable items that affect the Company's period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, rent support agreement payments received from sellers on acquired assets and acquisition costs. In addition, the Company believes that FFO Core is a useful supplemental measure for the investing community to use in comparing the Company to other REITs as many REITs provide some form of adjusted or modified FFO. However, other REITs may use different adjustments, and the Company's FFO Core may not be comparable to the adjusted or modified FFO of other REITs.


6


NOI: Management believes that NOI is a useful measure of the Company's property operating performance. The Company defines NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because NOI excludes general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets and capital expenditures and leasing costs, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. The Company uses NOI to evaluate its operating performance since NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about the Company's property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs. The reconciliation of forward-looking non-GAAP information with respect to the pending acquisitions to the most directly comparable GAAP measure was not available without unreasonable efforts.

Contact Whitestone REIT:
David K. Holeman
Chief Financial Officer
Investor Relations (713) 435-2219









7



Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per unit data)

 
 
March 31, 2017
 
December 31, 2016
 
 
(unaudited)
 
 
ASSETS
Real estate assets, at cost
 
 
 
 
Property
 
$
924,280

 
$
920,310

Accumulated depreciation
 
(112,418
)
 
(107,258
)
Total real estate assets
 
811,862

 
813,052

Cash and cash equivalents
 
6,503

 
4,168

Restricted cash
 
156

 
56

Marketable securities
 
517

 
517

Escrows and acquisition deposits
 
5,740

 
6,620

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
20,680

 
19,951

Unamortized lease commissions and loan costs
 
7,857

 
8,083

Prepaid expenses and other assets
 
3,519

 
2,762

Total assets
 
$
856,834

 
$
855,209

 
 
 
 
 
LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
Notes payable
 
$
555,399

 
$
544,020

Accounts payable and accrued expenses
 
18,044

 
28,692

Tenants' security deposits
 
6,279

 
6,125

Dividends and distributions payable
 
8,883

 
8,729

Total liabilities
 
588,605

 
587,566

Commitments and contingencies:
 

 

Equity:
 
 
 
 
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 29,871,458 and 29,468,563 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
 
30

 
29

Additional paid-in capital
 
403,783

 
396,494

Accumulated deficit
 
(148,828
)
 
(141,695
)
Accumulated other comprehensive gain
 
1,565

 
859

Total Whitestone REIT shareholders' equity
 
256,550

 
255,687

Noncontrolling interests:
 
 
 
 
Redeemable operating partnership units
 
11,641

 
11,941

Noncontrolling interest in Consolidated Partnership
 
38

 
15

Total noncontrolling interests
 
11,679

 
11,956

Total equity
 
268,229

 
267,643

Total liabilities and equity
 
$
856,834

 
$
855,209





8


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(in thousands, except per share data)

 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Property revenues
 
 
 
 
Rental revenues
 
$
21,296

 
$
19,422

Other revenues
 
6,971

 
6,013

Total property revenues
 
28,267

 
25,435

 
 
 
 
 
Property expenses
 
 
 
 
Property operation and maintenance
 
5,494

 
4,794

Real estate taxes
 
3,920

 
3,354

Total property expenses
 
9,414

 
8,148

 
 
 
 
 
Other expenses (income)
 
 
 
 
General and administrative
 
6,169

 
4,836

Depreciation and amortization
 
6,008

 
5,392

Interest expense
 
5,153

 
4,804

Interest, dividend and other investment income
 
(138
)
 
(97
)
Total other expense
 
17,192

 
14,935

 
 
 
 
 
Income before gain (loss) on sale or disposal of properties or assets and income taxes
 
1,661

 
2,352

 
 
 
 
 
Provision for income taxes
 
(81
)
 
(156
)
Gain on sale of properties
 

 
2,890

Gain (loss) on sale or disposal of assets
 
(23
)
 
2

 
 
 
 
 
Net income
 
1,557

 
5,088

 
 
 
 
 
Redeemable operating partnership units
 
53

 
91

Non-controlling interests in Consolidated Partnership
 
64

 

Less: Net income attributable to noncontrolling interests
 
117

 
91

 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,440

 
$
4,997


9


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
(in thousands, except per share data)

 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Basic Earnings Per Share:
 
 
 
 
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
 
$
0.05

 
$
0.18

Diluted Earnings Per Share:
 
 
 
 
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
 
$
0.04

 
$
0.18

 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
Basic
 
29,416

 
26,604

Diluted
 
30,409

 
27,489

 
 
 
 
 
Distributions declared per common share / OP unit
 
$
0.2850

 
$
0.2850

 
 
 
 
 
Consolidated Statements of Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
 
Net income
 
$
1,557

 
$
5,088

 
 
 
 
 
Other comprehensive gain (loss)
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on cash flow hedging activities
 
732

 
(6,041
)
Unrealized loss on available-for-sale marketable securities
 

 
(5
)
 
 
 
 
 
Comprehensive income (loss)
 
2,289

 
(958
)
 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
117

 
91

Less: Comprehensive income (loss) attributable to noncontrolling interests
 
26

 
(108
)
 
 
 
 
 
Comprehensive income (loss) attributable to Whitestone REIT
 
$
2,146

 
$
(941
)



10


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Cash flows from operating activities:
 
 
 
 
Net income
 
$
1,557

 
$
5,088

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
6,008

 
5,392

Amortization of deferred loan costs
 
310

 
315

Amortization of notes payable discount
 
149

 
72

Loss (gain) on sale or disposal of assets and properties
 
23

 
(2,892
)
Bad debt expense
 
609

 
372

Share-based compensation
 
2,447

 
2,025

Changes in operating assets and liabilities:
 
 
 
 
Escrows and acquisition deposits
 
880

 
1,853

Accrued rent and accounts receivable
 
(1,338
)
 
(1,377
)
Unamortized lease commissions
 
(383
)
 
(382
)
Prepaid expenses and other assets
 
444

 
191

Accounts payable and accrued expenses
 
(9,977
)
 
(5,161
)
Tenants' security deposits
 
154

 
180

Net cash provided by operating activities
 
883

 
5,676

Cash flows from investing activities:
 
 

 
 

Additions to real estate
 
(4,556
)
 
(4,364
)
Proceeds from sales of properties
 

 
1,097

Net cash used in investing activities
 
(4,556
)
 
(3,267
)
Cash flows from financing activities:
 
 

 
 

Distributions paid to common shareholders
 
(8,453
)
 
(7,711
)
Distributions paid to OP unit holders
 
(313
)
 
(139
)
Proceeds from issuance of common shares, net of offering costs
 
5,334

 

Proceeds from revolving credit facility
 
11,000

 
7,000

Repayments of notes payable
 
(869
)
 
(739
)
Change in restricted cash
 
(100
)
 
(89
)
Repurchase of common shares
 
(591
)
 
(871
)
Net cash provided by (used in) financing activities
 
6,008

 
(2,549
)
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
2,335

 
(140
)
Cash and cash equivalents at beginning of period
 
4,168

 
2,587

Cash and cash equivalents at end of period
 
$
6,503

 
$
2,447


11



Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(unaudited)
(in thousands)
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Supplemental disclosure of cash flow information:
 
 

 
 

Cash paid for interest
 
$
4,936

 
$
4,602

Non cash investing and financing activities:
 
 

 
 

Disposal of fully depreciated real estate
 
$
70

 
$
187

Financed insurance premiums
 
$
1,115

 
$
1,060

Value of shares issued under dividend reinvestment plan
 
$
33

 
$
27

Value of common shares exchanged for OP units
 
$
80

 
$
98

Change in fair value of available-for-sale securities
 
$

 
$
(5
)
Change in fair value of cash flow hedge
 
$
732

 
$
(6,041
)
Proceeds from 1031 exchange transaction
 
$

 
$
2,860

Reallocation of ownership percentage between parent and subsidiary
 
$
13

 
$

Accrued distribution payable to General Partners' Interest in Consolidated Partnership
 
$
41

 
$







12


Whitestone REIT and Subsidiaries
Consolidating Balance Sheet
As of March 31, 2017
(unaudited)
(in thousands, except share and per unit data)

 
 
Whitestone
 
Pillarstone
 
 
 
 
 
 
REIT
 
OP
 
Eliminations
 
Consolidated
ASSETS
Real estate assets, at cost
 
 
 
 
 
 
 
 
Property
 
$
830,245

 
$
94,035

 
$

 
$
924,280

Accumulated depreciation
 
(78,235
)
 
(34,183
)
 

 
(112,418
)
Total real estate assets
 
752,010

 
59,852

 

 
811,862

Cash and cash equivalents
 
5,203

 
1,300

 

 
6,503

Restricted cash
 
156

 

 

 
156

Marketable securities
 
517

 

 

 
517

Escrows and acquisition deposits
 
4,962

 
778

 

 
5,740

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
18,243

 
4,502

 
(2,065
)
 
20,680

Unamortized lease commissions and loan costs
 
6,757

 
1,100

 

 
7,857

Prepaid expenses and other assets
 
17,425

 
259

 
(14,165
)
 
3,519

Total assets
 
$
805,273

 
$
67,791

 
$
(16,230
)
 
$
856,834

 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
 
 
 
 
Notes payable
 
$
505,686

 
$
65,186

 
$
(15,473
)
 
$
555,399

Accounts payable and accrued expenses
 
17,498

 
2,611

 
(2,065
)
 
18,044

Tenants' security deposits
 
5,223

 
1,056

 

 
6,279

Dividends and distributions payable
 
8,842

 
41

 

 
8,883

Total liabilities
 
537,249

 
68,894

 
(17,538
)
 
588,605

Commitments and contingencies:
 

 

 

 

Equity:
 
 
 
 
 
 
 
 
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
 

 

 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 29,871,458 and 29,468,563 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
 
30

 

 

 
30

Additional paid-in capital
 
403,616

 
(1,141
)
 
1,308

 
403,783

Accumulated deficit
 
(148,828
)
 

 

 
(148,828
)
Accumulated other comprehensive loss
 
1,565

 

 

 
1,565

Total Whitestone REIT shareholders' equity
 
256,383

 
(1,141
)
 
1,308

 
256,550

Redeemable operating partnership units
 
11,641

 

 

 
11,641

Noncontrolling interests in Consolidated Partnership
 

 
38

 

 
38

Noncontrolling interest in subsidiary
 
11,641

 
38

 

 
11,679

Total equity
 
268,024

 
(1,103
)
 
1,308

 
268,229

Total liabilities and equity
 
$
805,273

 
$
67,791

 
$
(16,230
)
 
$
856,834


13


Whitestone REIT and Subsidiaries
Consolidating Statement of Operations
For the Three Months Ended March 31, 2017
(unaudited)
(in thousands, except share data)

 
 
Whitestone
 
Pillarstone
 
 
 
 
 
 
REIT
 
OP
 
Eliminations
 
Consolidated
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
17,895

 
$
3,401

 
$

 
$
21,296

Other revenues
 
6,352

 
619

 

 
6,971

Intercompany management fees
 
258

 

 
(258
)
 

Total property revenues
 
24,505

 
4,020

 
(258
)
 
28,267

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
4,332

 
1,162

 

 
5,494

Real estate taxes
 
3,272

 
648

 

 
3,920

Intercompany management fees
 

 
258

 
(258
)
 

Total property expenses
 
7,604

 
2,068

 
(258
)
 
9,414

 
 
 
 
 
 
 
 
 
Other expenses (income)
 
 
 
 
 
 
 
 
General and administrative
 
6,169

 

 

 
6,169

Depreciation and amortization
 
5,103

 
905

 

 
6,008

Interest expense
 
4,607

 
670

 
(124
)
 
5,153

Interest, dividend and other investment income
 
(262
)
 

 
124

 
(138
)
Total other expense
 
15,617

 
1,575

 

 
17,192

 
 
 
 
 
 
 
 
 
Income before loss on sale or disposal of assets and income taxes
 
1,284

 
377

 

 
1,661

 
 
 
 
 
 
 
 
 
Provision for income taxes
 
(56
)
 
(25
)
 

 
(81
)
Loss on sale or disposal of assets
 
(17
)
 
(6
)
 

 
(23
)
 
 
 
 
 
 
 
 
 
Net income
 
1,211

 
346

 

 
1,557

 
 
 
 
 
 
 
 
 
Redeemable operating partnership units
 
53

 

 

 
53

Non-controlling interests in Consolidated Partnership
 

 
64

 

 
64

Less: Net income attributable to noncontrolling interests
 
53

 
64

 

 
117

 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,158

 
$
282

 
$

 
$
1,440




14


Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)


 
 
Three Months Ended
 
 
March 31,
FFO AND FFO CORE
 
2017
 
2016
Net income attributable to Whitestone REIT
 
$
1,440

 
$
4,997

  Adjustments to reconcile to FFO:(1)
 
 
 
 
Depreciation and amortization of real estate assets
 
5,795

 
5,311

(Gain) loss on sale or disposal of assets and properties
 
22

 
(2,892
)
Net income attributable to exchangeable operating partnership units
 
53

 
91

FFO
 
7,310

 
7,507

 
 
 
 
 
  Adjustments to reconcile to FFO Core:
 
 
 
 
Share-based compensation expense
 
2,451

 
2,025

Acquisition costs
 
418

 
170

FFO Core
 
$
10,179

 
$
9,702

 
 
 
 
 
FFO PER SHARE AND OP UNIT CALCULATION
 
 
 
 
Numerator:
 
 
 
 
FFO
 
$
7,310

 
$
7,507

Distributions paid on unvested restricted common shares
 
(91
)
 
(155
)
FFO excluding amounts attributable to unvested restricted common shares
 
$
7,219

 
$
7,352

FFO Core excluding amounts attributable to unvested restricted common shares
 
$
10,088

 
$
9,547

 
 
 
 
 
Denominator:
 
 
 
 
Weighted average number of total common shares - basic
 
29,416

 
26,604

Weighted average number of total noncontrolling OP units - basic
 
1,100

 
491

Weighted average number of total common shares and noncontrolling OP units - basic
 
30,516

 
27,095

 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
Unvested restricted shares
 
993

 
885

Weighted average number of total common shares and noncontrolling OP units - diluted
 
31,509

 
27,980

 
 
 
 
 
FFO per common share and OP unit - basic
 
$
0.24

 
$
0.27

FFO per common share and OP unit - diluted
 
$
0.23

 
$
0.26

 
 
 
 
 
FFO Core per common share and OP unit - basic
 
$
0.33

 
$
0.35

FFO Core per common share and OP unit - diluted
 
$
0.32

 
$
0.34

(1) 
Includes pro-rata share attributable to Pillarstone OP in 2017.

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands, except per share and per unit data)

 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
PROPERTY NET OPERATING INCOME
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,440

 
$
4,997

General and administrative expenses
 
6,169

 
4,836

Depreciation and amortization
 
6,008

 
5,392

Interest expense
 
5,153

 
4,804

Interest, dividend and other investment income
 
(138
)
 
(97
)
Provision for income taxes
 
81

 
156

Gain on sale of properties
 

 
(2,890
)
(Gain) loss on disposal of assets
 
23

 
(2
)
Net income attributable to noncontrolling interests
 
117

 
91

NOI
 
$
18,853

 
$
17,287


EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION
 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,440

 
$
4,997

Depreciation and amortization
 
6,008

 
5,392

Interest expense
 
5,153

 
4,804

Provision for income taxes
 
81

 
156

Gain on sale of properties
 

 
(2,890
)
(Gain) loss on disposal of assets
 
23

 
(2
)
Net income attributable to noncontrolling interests
 
117

 
91

EBITDA (1)
 
$
12,822

 
$
12,548


 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
 
2017
 
2016
 
2016
 
2016
Net income attributable to Whitestone REIT
 
$
1,440

 
$
532

 
$
949

 
$
1,484

Depreciation and amortization
 
6,008

 
6,095

 
5,449

 
5,521

Interest expense
 
5,153

 
5,018

 
4,669

 
4,748

Provision for income taxes
 
81

 
42

 
80

 
11

Gain on sale of properties
 

 
(467
)
 

 

(Gain) loss on disposal of assets
 
23

 
106

 
(26
)
 
18

Net income attributable to noncontrolling interests
 
117

 
35

 
15

 
25

EBITDA (1)
 
$
12,822

 
$
11,361

 
$
11,136

 
$
11,807




(1) 
Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”): Management believes that EBITDA is an appropriate supplemental measure of operating performance to net income attributable to the Company. The Company defines EBITDA as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes) and general and administrative expenses. Management believes that EBITDA provides useful information to the investment community about the Company's operating performance when compared to other REITs since EBITDA is generally recognized as a standard measure. However, EBITDA should not be viewed as a measure of the Company's overall financial performance since it does not reflect depreciation and amortization, involuntary conversion, interest expense, provision for income taxes, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating EBITDA and, accordingly, the Company's EBITDA may not be comparable to other REITs.


15


Whitestone REIT and Subsidiaries
SAME STORE PROPERTY ANALYSIS
(in thousands)

 
 
Three Months Ended March 31,
 
 
 
Percent
 
 
2017
 
2016
 
Change
 
Change
Same Store (49 properties, exclusive of land held for development) (1)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
16,668

 
$
16,083

 
$
585

 
4
 %
Other revenues
 
5,765

 
5,331

 
434

 
8
 %
Total property revenues
 
22,433

 
21,414

 
1,019

 
5
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
4,187

 
3,787

 
400

 
11
 %
Real estate taxes
 
3,167

 
2,809

 
358

 
13
 %
Total property expenses
 
7,354

 
6,596

 
758

 
11
 %
 
 
 
 
 
 
 
 
 
Total Same Store net operating income
 
15,079

 
14,818

 
261

 
2
 %
 
 
 
 
 
 
 
 
 
Non-Same Store (2 Properties, exclusive of land held for development) (2)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
1,401

 
148

 
1,253

 
Not meaningful

Other revenues
 
601

 
64

 
537

 
Not meaningful

Total property revenues
 
2,002

 
212

 
1,790

 
Not meaningful

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
306

 
57

 
249

 
Not meaningful

Real estate taxes
 
113

 
30

 
83

 
Not meaningful

Total property expenses
 
419

 
87

 
332

 
Not meaningful

 
 
 
 
 
 
 
 
 
Total Non-Same Store net operating income
 
1,583

 
125

 
1,458

 
Not meaningful

 
 
 
 
 
 
 
 
 
Consolidated Partnership properties (14 Properties)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
3,227

 
3,191

 
36

 
1
 %
Other revenues
 
605

 
618

 
(13
)
 
(2
)%
Total property revenues
 
3,832

 
3,809

 
23

 
1
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
1,001

 
950

 
51

 
5
 %
Real estate taxes
 
640

 
515

 
125

 
24
 %
Total property expenses
 
1,641

 
1,465

 
176

 
12
 %
 
 
 
 
 
 
 
 
 
Total Consolidated Partnership properties net operating income
 
2,191

 
2,344

 
(153
)
 
(7
)%
 
 
 
 
 
 
 
 
 
Total property net operating income
 
18,853

 
17,287

 
1,566

 
9
 %
 
 
 
 
 
 
 
 
 
Less, net total other expenses, provision for income taxes, gain on sale of properties and loss on disposal of assets
 
17,296

 
12,199

 
5,097

 
42
 %
 
 
 
 
 
 
 
 
 
Net income
 
$
1,557

 
$
5,088

 
$
(3,531
)
 
(69
)%




16


(1) 
We define “Same Stores” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended March 31, 2017 to the three months ended March 31, 2016, Same Stores include properties owned before January 1, 2016.

(2) 
We define “Non-Same Stores” as properties that have been acquired or developed since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. For purposes of comparing the three months ended March 31, 2017 to the three months ended March 31, 2016, Non-Same Stores include properties acquired or developed between January 1, 2016 and March 31, 2017 and properties sold between January 1, 2016 and March 31, 2017, but not included in discontinued operations.



17


Whitestone REIT and Subsidiaries
OTHER FINANCIAL INFORMATION
(in thousands, except number of properties and employees)

 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Other Financial Information:(1)
 
 
 
 
 
 
 
 
 
Tenant improvements (2)
 
$
713

 
$
458

Leasing commissions (2)
 
$
261

 
$
436

Maintenance Capital
 
$
673

 
$
591

Scheduled debt principal payments
 
$
565

 
$
501

Straight line rent income
 
$
414

 
$
476

Market rent amortization income from acquired leases
 
$
148

 
$
(25
)
Non-cash share-based compensation expense
 
$
2,451

 
$
2,025

Non-real estate depreciation and amortization
 
$
45

 
$
82

Amortization of loan fees
 
$
305

 
$
315

Acquisition costs
 
$
418

 
$
170

Undepreciated value of unencumbered properties
 
$
692,107

 
$
586,616

Number of unencumbered properties
 
50

 
49

Full time employees
 
103

 
96


(1)
Includes pro-rata share attributable to Pillarstone OP in 2017.

(2) 
Does not include first generation costs needed for new acquisitions, development or redevelopment of a property to bring the property to operating standards for its intended use.



18


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
 
 
As of March 31, 2017
MARKET CAPITALIZATION:
 
Percent of Total Equity
 
Total Market Capitalization
 
Percent of Total Market Capitalization
Equity Capitalization:
 
 
 
 
 
 
Common shares outstanding
 
96.5
%
 
29,871

 
 
Operating partnership units outstanding
 
3.5
%
 
1,096

 
 
Total
 
100.0
%
 
30,967

 
 
 
 
 
 
 
 
 
Market price of common shares as of
 
 
 
 
 
 
March 31, 2017
 
 
 
$
13.84

 
 
 
 
 
 
 
 
 
Total equity capitalization
 
 
 
428,583

 
44
%
 
 
 
 
 
 
 
Debt Capitalization:
 
 
 
 
 
 
Outstanding debt
 
 
 
$
556,819

 
 
Less: Cash and cash equivalents
 
 
 
(6,503
)
 
 
 
 
 
 
550,316

 
56
%
 
 
 
 
 
 
 
Total Market Capitalization as of
 
 
 
 
 
 
March 31, 2017
 
 
 
$
978,899

 
100
%


SELECTED RATIOS:
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
 
2017
 
2016
 
2016
 
2016
INTEREST COVERAGE RATIO
 
 
 
 
 
 
 
 
EBITDA/Interest Expense
 
 
 
 
 
 
 
 
EBITDA
 
$
12,822

 
$
11,361

 
$
11,136

 
$
11,807

 
 
 
 
 
 
 
 
 
Interest expense
 
5,153

 
5,018

 
4,669

 
4,748

Less: amortization of loan fees
 
(310
)
 
(310
)
 
(313
)
 
(315
)
Interest expense, excluding amortization of loan fees
 
4,843

 
4,708

 
4,356

 
4,433

 
 
 
 
 
 
 
 
 
Ratio of EBITDA to interest expense
 
2.6

 
2.4

 
2.6

 
2.7

 
 
 
 
 
 
 
 
 
LEVERAGE RATIO
 
 
 
 
 
 
 
 
Debt/Undepreciated Book Value
 
 
 
 
 
 
 
 
Outstanding debt
 
$
556,819

 
$
545,512

 
$
551,235

 
$
502,192

Less: Cash
 
(6,503
)
 
(4,168
)
 
(8,786
)
 
(5,927
)
Outstanding debt after cash
 
$
550,316

 
$
541,344

 
$
542,449

 
$
496,265

 
 
 
 
 
 
 
 
 
Undepreciated real estate assets
 
$
924,280

 
$
920,310

 
$
918,562

 
$
844,807

 
 
 
 
 
 
 
 
 
Ratio of debt to real estate assets
 
60
%
 
59
%
 
59
%
 
59
%


19


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(continued)
(in thousands, except per share amounts and percentages)

 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
 
2017
 
2016
 
2016
 
2016
Debt/EBITDA Ratio
 
 
 
 
 
 
 
 
Outstanding debt
 
$
556,819

 
$
545,512

 
$
551,235

 
$
502,192

Less: Cash
 
(6,503
)
 
(4,168
)
 
(8,786
)
 
(5,927
)
Outstanding debt after cash
 
550,316

 
541,344

 
542,449

 
496,265

 
 
 
 
 
 
 
 
 
EBITDA
 
$
12,822

 
$
11,361

 
$
11,136

 
$
11,807

Share based compensation
 
2,451

 
3,361

 
3,042

 
1,819

Acquisition costs
 
418

 
1,111

 
427

 
393

EBITDA, adjusted
 
15,691

 
15,833

 
14,605

 
14,019

 
 
 
 
 
 
 
 
 
Impact of partial quarter acquisitions and dispositions
 

 

 
1,288

 

 
 
 
 
 
 
 
 
 
Pro forma quarterly EBITDA, adjusted
 
15,691

 
15,833

 
15,893

 
14,019

 
 
 
 
 
 
 
 
 
Pro forma annualized EBITDA, adjusted (1)
 
62,764

 
63,332

 
63,572

 
56,076

 
 
 
 
 
 
 
 
 
Ratio of debt to pro forma EBITDA, adjusted
 
8.77

 
8.55

 
8.53

 
8.85


(1) 
Pro forma annualized EBITDA, adjusted represents pro forma quarterly EBITDA, adjusted multiplied by four.


20


 Whitestone REIT and Subsidiaries
SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES
TOTAL OUTSTANDING DEBT
(in thousands)

Description
 
March 31, 2017
 
December 31, 2016
Fixed rate notes
 
 
 
 
$10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1)
 
$
9,920

 
$
9,980

$50.0 million, 0.84% plus 1.35% to 1.90% Note, due October 30, 2020 (2)
 
50,000

 
50,000

$50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 (3)
 
50,000

 
50,000

$100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 (4)
 
100,000

 
100,000

$37.0 million 3.76% Note, due December 1, 2020 (5)
 
33,915

 
34,166

$6.5 million 3.80% Note, due January 1, 2019
 
5,975

 
6,019

$19.0 million 4.15% Note, due December 1, 2024
 
19,000

 
19,000

$20.2 million 4.28% Note, due June 6, 2023
 
19,620

 
19,708

$14.0 million 4.34% Note, due September 11, 2024
 
14,000

 
14,000

$14.3 million 4.34% Note, due September 11, 2024
 
14,300

 
14,300

$16.5 million 4.97% Note, due September 26, 2023 (5)
 
16,236

 
16,298

$15.1 million 4.99% Note, due January 6, 2024
 
15,022

 
15,060

$9.2 million, Prime Rate less 2.00% Note, due December 29, 2017 (6)
 
7,860

 
7,869

$2.6 million 5.46% Note, due October 1, 2023
 
2,502

 
2,512

$1.1 million 2.97% Note, due November 28, 2017
 
869

 

Floating rate notes
 
 
 
 
Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 (7)
 
197,600

 
186,600

Total notes payable principal
 
556,819

 
545,512

Less deferred financing costs, net of accumulated amortization
 
(1,420
)
 
(1,492
)
 
 
$
555,399

 
$
544,020


(1) 
Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term.

(2) 
Promissory note includes an interest rate swap that fixed the LIBOR portion of our five-year $50 million term loan under our unsecured credit facility at 0.84% through February 3, 2017 and 1.75% beginning February 3, 2017 through October 30, 2020.

(3) 
Promissory note includes an interest rate swap that fixed the LIBOR portion of our six-year $50 million term loan under our unsecured credit facility at 1.50%.

(4) 
Promissory note includes an interest rate swap that fixed the LIBOR portion of our $100 million term loan under our unsecured credit facility at 1.73%,

(5) 
Promissory notes were assumed by Pillarstone OP in December 2016.

(6) 
Promissory note includes an interest rate swap that fixed the interest rate at 5.72% for the duration of the term. As part of our acquisition of Paradise Plaza in August 2012, we recorded a discount on the note of $1.3 million, which amortizes into interest expense over the life of the loan and results in an imputed interest rate of 4.13%.

(7) 
Unsecured line of credit includes certain Pillarstone Properties.




21



SCHEDULE OF DEBT MATURITIES AS OF MARCH 31, 2017
(in thousands)
 
Year
 
Scheduled Amortization Payments
 
Scheduled Maturities
 
Total Scheduled Maturities
 
Percentage of Debt Maturing
 
 
 
 
 
 
 
 
 
2017
 
$
2,723

 
$
7,839

 
$
10,562

 
1.9
%
2018
 
$
2,576

 
9,560

 
12,136

 
2.2
%
2019
 
$
2,392

 
203,257

 
205,649

 
36.9
%
2020
 
$
2,876

 
79,951

 
82,827

 
14.9
%
2021
 
$
1,918

 
50,000

 
51,918

 
9.3
%
Thereafter
 
$
4,444

 
189,283

 
193,727

 
34.8
%
Total
 
$
16,929

 
$
539,890

 
$
556,819

 
100.0
%

22


Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS

 
 
Gross Leasable Area as of
 
Occupancy % as of
 
 
March 31,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
Community Centered Properties
 
2017
 
2017
 
2016
 
2016
 
2016
Whitestone
 
4,417,429

 
89
%
 
90
%
 
90
%
 
90
%
Pillarstone
 
1,531,737

 
80
%
 
81
%
 
81
%
 
81
%
Development, New Acquisitions (1)
 
167,059

 
63
%
 
63
%
 
80
%
 
79
%
Total
 
6,116,225

 
86
%
 
87
%
 
87
%
 
87
%
 
(1) 
Includes (i) new acquisitions through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant development, redevelopment or re-tenanting.

23



Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
(continued)
Tenant Name(1)
 
Location
 
Annualized Base Rental Revenue (in thousands)
 
Percentage of Total Annualized Base Rental Revenues(2)
 
Initial Lease Date
 
Year Expiring
Safeway Stores Incorporated (3)
 
Phoenix, Houston and Austin
 
$
2,447

 
3.6
%
 
11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/2016
 
2017, 2020, 2020, 2021, 2024 and 2034
Bashas' Inc. (4)
 
Phoenix
 
936

 
1.3
%
 
10/9/2004 and 4/1/2009
 
2024 and 2029
Walgreens & Co. (5)
 
Phoenix and Houston
 
828

 
1.1
%
 
11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996
 
2017, 2027, 2049 and 2056
Dollar Tree (6)
 
Phoenix and Houston
 
729

 
1.1
%
 
3/1/1998, 8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, 4/4/2011 and 5/21/2013
 
2017, 2020, 2020, 2021, 2021, 2023 and 2027
Alamo Drafthouse Cinema
 
Austin
 
689

 
1.0
%
 
2/1/2012
 
2027
Wells Fargo & Company (7)
 
Phoenix
 
655

 
1.0
%
 
10/24/1996 and 4/16/1999
 
2017 and 2018
University of Phoenix
 
San Antonio
 
541

 
0.8
%
 
10/18/2010
 
2018
Kroger Co.
 
Dallas
 
483

 
0.7
%
 
12/15/2000
 
2022
Ross Dress for Less, Inc. (8)
 
San Antonio, Phoenix and Houston
 
472

 
0.7
%
 
2/11/2009, 6/18/2012 and 2/7/2013
 
2020, 2023 and 2023
Ruth's Chris Steak House
 
Phoenix
 
466

 
0.7
%
 
1/1/1991
 
2020
Paul's Ace Hardware
 
Phoenix
 
460

 
0.7
%
 
3/1/2008
 
2018
Petco (9)
 
Phoenix and Houston
 
453

 
0.6
%
 
7/6/1998 and 10/15/2006
 
2019 and 2026
JPMorgan Chase(10)
 
Austin, Houston and Phoenix
 
398

 
0.6
%
 
12/2/2000, 2/3/2003 and 12/30/2005
 
2020, 2022 and 2025
Kindercare Learning Centers, Inc. (11)
 
Phoenix
 
367

 
0.5
%
 
7/15/2000 and 5/7/2001
 
2021 and 2035
Sterling Jewelers, Inc.
 
Phoenix
 
354

 
0.5
%
 
11/23/2004
 
2020
 
 
 
 
$
9,924

 
14.4
%
 
 
 
 

(1) 
Excludes Pillarstone OP owned properties.


24


(2) 
Annualized Base Rental Revenues represents the monthly base rent as of March 31, 2017 for each applicable tenant multiplied by 12.

(3) 
As of March 31, 2017, we had six leases with the same tenant occupying space at properties located in Phoenix, Houston and Austin. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2034, was $997,000, which represents approximately 1.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2024, was $42,000, which represents approximately 0.1% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 8, 1991, and is scheduled to expire in 2021, was $344,000, which represents approximately 0.5% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 1, 2000, and is scheduled to expire in 2020, was $321,000, which represents approximately 0.5% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2017, was $318,000, which represents approximately 0.5% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on October 19, 2016, and is scheduled to expire in 2020, was $425,000, which represents approximately 0.6% of our total annualized base rental revenue.

(4) 
As of March 31, 2017, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 9, 2004, and is scheduled to expire in 2024, was $232,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2009, and is scheduled to expire in 2029, was $704,000, which represents approximately 1.0% of our total annualized base rental revenue.

(5) 
As of March 31, 2017, we had four leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on November 3, 1996, and is scheduled to expire in 2049, was $279,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 2, 1987, and is scheduled to expire in 2027, was $169,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2017, was $82,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on August 24, 1996, and is scheduled to expire in 2056, was $298,000, which represents approximately 0.4% of our total annualized rental revenue.

(6) 
As of March 31, 2017, we had seven leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on March 1, 1998, and is scheduled to expire in 2017, was $59,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on August 10, 1999, and is scheduled to expire in 2020, was $77,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on December 17, 2009, and is scheduled to expire in 2020, was $110,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on June 29, 2001, and is scheduled to expire in 2021, was $145,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 4, 2011, and is scheduled to expire in 2021, was $77,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 21, 2013, and is scheduled to expire in 2023, was $110,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 8, 2009, and is scheduled to expire in 2027, was $151,000, which represents approximately 0.2% of our total annualized base rental revenue.

(7) 
As of March 31, 2017, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 24, 1996, and is scheduled to expire in 2017, was $114,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 16, 1999, and is scheduled to expire in 2018, was $541,000, which represents approximately 0.8% of our total annualized base rental revenue.


25


(8) 
As of March 31, 2017, we had three leases with the same tenant occupying space at properties located in San Antonio, Phoenix and Houston. The annualized rental revenue for the lease that commenced on June 18, 2012, and is scheduled to expire in 2023, was $175,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 11, 2009, and is scheduled to expire in 2020, was $187,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 7, 2013, and is scheduled to expire in 2023, was $110,000, which represents approximately 0.1% of our total annualized base rental revenue.

(9) 
As of March 31, 2017, we had two leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on October 15, 2006, and is scheduled to expire in 2026, was $229,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 6, 1998, and is scheduled to expire in 2019, was $224,000, which represents approximately 0.3% of our total annualized base rental revenue.

(10) 
As of March 31, 2017, we had three leases with the same tenant occupying space at properties located in Austin, Houston and Phoenix. The annualized rental revenue for the lease that commenced on December 2, 2000, and is scheduled to expire in 2020, was $116,000, which represents approximately 0.2% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 3, 2003, and is scheduled to expire in 2022, was $130,000, which represents approximately 0.2% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on December 30, 2005, and is scheduled to expire in 2025, was $151,000, which represents approximately 0.2% of our annualized base rental revenue.

(11) 
As of March 31, 2017, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on May 7, 2001, and is scheduled to expire in 2021, was $307,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 15, 2000, and is scheduled to expire in 2035, was $60,000, which represents approximately 0.1% of our total annualized base rental revenue.



26


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY - ALL PROPERTIES

 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
RENEWALS
 
 
 
 
Number of Leases
 
61

 
80

Total Square Feet (1)
 
168,712

 
176,447

Average Square Feet
 
2,766

 
2,206

Total Lease Value
 
$
9,613,000

 
$
8,340,000

NEW LEASES
 
 
 
 
Number of Leases
 
30

 
42

Total Square Feet (1)
 
51,581

 
108,755

Average Square Feet
 
1,719

 
2,589

Total Lease Value
 
$
6,685,000

 
$
7,761,000

TOTAL LEASES
 
 
 
 
Number of Leases
 
91

 
122

Total Square Feet (1)
 
220,293

 
285,202

Average Square Feet
 
2,421

 
2,338

Total Lease Value
 
$
16,298,000

 
$
16,101,000


(1) 
Represents the square footage as the result of new, renewal, expansion and contraction leases.

27


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY - WHITESTONE REIT ONLY

 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
RENEWALS
 
 
 
 
Number of Leases
 
41

 
54

Total Square Feet (1)
 
98,802

 
78,952

Average Square Feet
 
2,410

 
1,462

Total Lease Value
 
$
8,167,000

 
$
6,233,000

NEW LEASES
 
 
 
 
Number of Leases
 
24

 
23

Total Square Feet (1)
 
43,766

 
44,112

Average Square Feet
 
1,824

 
1,918

Total Lease Value
 
$
6,414,000

 
$
4,390,000

TOTAL LEASES
 
 
 
 
Number of Leases
 
65

 
77

Total Square Feet (1)
 
142,568

 
123,064

Average Square Feet
 
2,193

 
1,598

Total Lease Value
 
$
14,581,000

 
$
10,623,000


(1) 
Represents the square footage as the result of new, renewal, expansion and contraction leases.


28


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY - WHITESTONE REIT ONLY

Type
 
Number of Leases Signed
 
Lease Value Signed
 
GLA Signed
 
Weighted Average Lease Term (2)
 
TI and Incentives (3)
 
TI and Incentives per Sq. Ft.
 
Contractual Rent Per Sq. Ft. (4)
 
Prior Contractual Rent Per Sq. Ft. (5)
 
Annual Increase (Decrease) in Contractual Rent
 
Cash Basis Increase (Decrease) Over Prior Rent
 
Annual Increase (Decrease) in Straight-lined Rent
 
Straight-lined Basis Increase (Decrease) Over Prior Rent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable: (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable Total Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2017
 
49

 
$
8,995,340

 
112,649

 
3.9

 
$
302,258

 
$
2.68

 
$
20.20

 
$
19.89

 
$
34,228

 
1.6
 %
 
$
158,984

 
7.4
 %
4th Quarter 2016
 
37

 
10,517,254

 
124,838

 
6.6

 
315,900

 
2.53

 
14.02

 
13.68

 
42,453

 
2.5
 %
 
118,956

 
7.1
 %
3rd Quarter 2016
 
48

 
7,989,926

 
109,059

 
3.7

 
337,684

 
3.10

 
16.94

 
17.31

 
(40,803
)
 
(2.1
)%
 
104,838

 
5.8
 %
2nd Quarter 2016
 
49

 
9,458,018

 
140,801

 
3.4

 
364,434

 
2.59

 
16.09

 
16.15

 
(8,891
)
 
(0.4
)%
 
144,091

 
6.6
 %
Total - 12 months
 
183

 
$
36,960,538

 
487,347

 
4.4

 
$
1,320,276

 
$
2.71

 
$
16.70

 
$
16.64

 
$
26,987

 
0.4
 %
 
$
526,869

 
6.8
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable New Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2017
 
9

 
$
1,533,894

 
18,653

 
4.5

 
$
95,726

 
$
5.13

 
$
18.38

 
$
18.33

 
$
969

 
0.3
 %
 
$
10,339

 
3.1
 %
4th Quarter 2016
 
5

 
3,681,027

 
48,715

 
9.6

 
180,896

 
3.71

 
7.72

 
7.58

 
6,964

 
1.8
 %
 
(266
)
 
(0.1
)%
3rd Quarter 2016
 
10

 
2,098,573

 
16,771

 
5.8

 
204,412

 
12.19

 
19.43

 
18.35

 
18,117

 
5.9
 %
 
34,591

 
11.7
 %
2nd Quarter 2016
 
10

 
1,065,356

 
17,379

 
4.0

 
24,318

 
1.40

 
14.43

 
18.70

 
(74,256
)
 
(22.8
)%
 
(35,956
)
 
(12.4
)%
Total - 12 months
 
34

 
$
8,378,850

 
101,518

 
7.1

 
$
505,352

 
$
4.98

 
$
12.76

 
$
13.24

 
$
(48,206
)
 
(3.6
)%
 
$
8,708

 
0.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
Comparable Renewal Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2017
 
40

 
$
7,461,446

 
93,996

 
3.8

 
$
206,532

 
$
2.20

 
$
20.56

 
$
20.21

 
$
33,259

 
1.7
 %
 
$
148,645

 
8.2
 %
4th Quarter 2016
 
32

 
6,836,227

 
76,123

 
4.7

 
135,004

 
1.77

 
18.04

 
17.58

 
$
35,489

 
2.6
 %
 
119,222

 
9.3
 %
3rd Quarter 2016
 
38

 
5,891,353

 
92,288

 
3.3

 
133,272

 
1.44

 
16.49

 
$
17.12

 
(58,920
)
 
(3.7
)%
 
70,247

 
4.7
 %
2nd Quarter 2016
 
39

 
8,392,662

 
123,422

 
3.3

 
340,116

 
2.76

 
16.32

 
15.79

 
65,365

 
3.4
 %
 
180,047

 
9.6
 %
Total - 12 months
 
149

 
$
28,581,688

 
385,829

 
3.7

 
$
814,924

 
$
2.11

 
$
17.73

 
$
17.54


$
75,193

 
1.1
 %
 
$
518,161

 
8.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

29


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY - WHITESTONE REIT ONLY
(continued)
Type
 
Number of Leases Signed
 
Lease Value Signed
 
GLA Signed
 
Weighted Average Lease Term (2)
 
TI and Incentives (3)
 
TI and Incentives per Sq. Ft.
 
Contractual Rent Per Sq. Ft. (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New & Renewal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2017
 
65

 
$
14,708,609

 
144,168

 
4.4

 
$
802,674

 
$
5.57

 
21.76

 
 
 
 
 
 
 
 
 
 
4th Quarter 2016
 
63

 
18,961,325

 
196,746

 
6.0

 
945,768

 
4.81

 
16.57

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2016
 
71

 
13,982,123

 
166,413

 
3.9

 
1,040,448

 
6.25

 
19.15

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2016
 
72

 
19,351,294

 
217,752

 
4.8

 
1,672,797

 
7.68

 
16.40

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
271

 
$
67,003,351

 
725,079

 
4.8

 
$
4,461,687

 
$
6.15

 
$
18.14

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2017
 
24

 
$
6,414,383

 
43,766

 
5.6

 
$
514,144

 
$
11.75

 
$
24.03

 
 
 
 
 
 
 
 
 
 
4th Quarter 2016
 
30

 
11,810,806

 
110,325

 
7.3

 
796,948

 
7.22

 
15.09

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2016
 
29

 
7,150,002

 
61,304

 
4.9

 
842,254

 
13.74

 
23.29

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2016
 
33

 
10,958,632

 
94,330

 
6.8

 
1,332,681

 
14.13

 
16.49

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
116

 
$
36,333,823

 
309,725

 
6.4

 
$
3,486,027

 
$
11.26

 
$
18.40

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Renewal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2017
 
41

 
$
8,294,226

 
100,402

 
3.8

 
$
288,530

 
$
2.87

 
20.78

 
 
 
 
 
 
 
 
 
 
4th Quarter 2016
 
33

 
7,150,519

 
86,421

 
4.3

 
148,820

 
1.72

 
18.46

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2016
 
42

 
6,832,121

 
105,109

 
3.4

 
198,194

 
1.89

 
16.74

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2016
 
39

 
8,392,662

 
123,422

 
3.3

 
340,116

 
2.76

 
16.32

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
155

 
$
30,669,528

 
415,354

 
3.7

 
$
975,660

 
$
2.35

 
$
17.95

 
 
 
 
 
 
 
 
 
 

(1) 
Comparable leases represent leases signed on spaces for which there was a former tenant within the last twelve months and the new or renewal square footage was within 25% of the expired square footage.
(2) 
Weighted average lease term is determined on the basis of square footage.
(3) 
Estimated amount per signed lease. Actual cost of construction may vary.
(4) 
Contractual rent represents contractual minimum rent under the new lease for the first month, excluding concessions.
(5) 
Prior contractual rent represents contractual minimum rent under the prior lease for the final month.


30


Whitestone REIT and Subsidiaries
LEASE EXPIRATIONS - ALL PROPERTIES(1) 

 
 
 
 
 
 
 
 
Annualized Base Rent(2)
 
 
 
 
Gross Leasable Area
 
as of March 31, 2017
Year
 
Number of
Leases
 
Square Feet
 
Percent
of Gross Leasable Area
 
Amount
(in thousands)
 
Percent of
Total
 
Per Square Foot
2017
 
334

 
810,246

 
13.2
%
 
$
10,930

 
13.2
%
 
$
13.49

2018
 
315

 
919,360

 
15.0
%
 
15,106

 
18.2
%
 
16.43

2019
 
257

 
703,628

 
11.5
%
 
12,251

 
14.7
%
 
17.41

2020
 
198

 
828,884

 
13.6
%
 
12,758

 
15.4
%
 
15.39

2021
 
188

 
596,445

 
9.8
%
 
10,344

 
12.5
%
 
17.34

2022
 
118

 
481,976

 
7.9
%
 
7,285

 
8.8
%
 
15.11

2023
 
38

 
193,503

 
3.2
%
 
2,779

 
3.3
%
 
14.36

2024
 
35

 
231,098

 
3.8
%
 
3,466

 
4.2
%
 
15.00

2025
 
23

 
73,181

 
1.2
%
 
1,643

 
2.0
%
 
22.45

2026
 
16

 
118,271

 
1.9
%
 
1,680

 
2.0
%
 
14.20

Total
 
1,522

 
4,956,592

 
81.1
%
 
$
78,242

 
94.3
%
 
$
15.79


(1) 
Lease expirations table reflects rents in place as of March 31, 2017, and does not include option periods.

(2) 
Annualized Base Rent represents the monthly base rent as of March 31, 2017 for each tenant multiplied by 12.

31


Whitestone REIT and Subsidiaries
LEASE EXPIRATIONS - WHITESTONE REIT ONLY(1) 

 
 
 
 
 
 
 
 
Annualized Base Rent(2)
 
 
 
 
Gross Leasable Area
 
as of March 31, 2017
Year
 
Number of
Leases
 
Square Feet
 
Percent
of Gross Leasable Area
 
Amount
(in thousands)
 
Percent of
Total
 
Per Square Foot
2017
 
234

 
496,812

 
10.8
%
 
$
7,642

 
11.0
%
 
$
15.38

2018
 
223

 
576,822

 
12.6
%
 
11,419

 
16.4
%
 
19.80

2019
 
205

 
540,472

 
11.8
%
 
10,570

 
15.2
%
 
19.56

2020
 
164

 
685,400

 
15.0
%
 
11,326

 
16.2
%
 
16.52

2021
 
158

 
463,610

 
10.1
%
 
8,575

 
12.3
%
 
18.50

2022
 
104

 
436,450

 
9.5
%
 
6,714

 
9.6
%
 
15.38

2023
 
32

 
143,985

 
3.1
%
 
2,178

 
3.1
%
 
15.13

2024
 
34

 
219,830

 
4.8
%
 
3,292

 
4.7
%
 
14.98

2025
 
23

 
73,181

 
1.6
%
 
1,643

 
2.4
%
 
22.45

2026
 
16

 
118,271

 
2.6
%
 
1,680

 
2.4
%
 
14.20

Total
 
1,193

 
3,754,833

 
81.9
%
 
$
65,039

 
93.3
%
 
$
17.32


(1) 
Lease expirations table reflects rents in place as of March 31, 2017, and does not include option periods.

(2) 
Annualized Base Rent represents the monthly base rent as of March 31, 2017 for each tenant multiplied by 12.


32


Whitestone REIT and Subsidiaries
2017 FINANCIAL GUIDANCE
 
 
As of
 
 
March 1, 2017
Net income attributable to Whitestone REIT per common share and OP unit - diluted
 
$0.24 - $0.29
FFO Core per common share and OP unit - diluted
 
$1.34 - $1.39
FFO per common share and OP unit - diluted
 
$1.00 - $1.05
Same Store Property NOI
 
3% - 5%


Note: Guidance reflects management’s view of current and future market conditions, as well as the earnings impact of events referenced in our earnings release and supplemental data package. This guidance does not include the operational or capital impact of any future unannounced acquisition or disposition activity. We will update our guidance, on a quarterly basis, or more often as needed, reflecting the impact of acquisition volume and other factors.



33


RECONCILIATION OF NON-GAAP MEASURES - 2017 FINANCIAL GUIDANCE
(per diluted common share and OP unit)
 
 
 
 
 
Guidance:
 
As of March 1, 2017
Net income attributable to Whitestone REIT
 
$
0.24

 
$
0.29

 
 
 
 
 
Adjustments to reconcile net income to FFO:
 
 
 
 
Depreciation expense, amortization, gain on disposal of assets
 
0.76

 
0.76

    FFO
 
$
1.00

 
$
1.05

 
 
 
 
 
Adjustments to reconcile FFO to FFO Core:
 
 
 
 
Non-cash share based compensation and acquisition expenses
 
0.34

 
0.34

     FFO Core
 
$
1.34

 
$
1.39



34


Whitestone REIT and Subsidiaries
Property Details
As of March 31, 2017

 
 
Community Name
 
 
 
Location
 
 
Year Built/
Renovated
 
Gross Leasable
Square Feet
 
Percent
Occupied at
3/31/2017
 
Annualized Base
Rental Revenue 
(in thousands) (1)
 
Average
Base Rental
Revenue Per
Sq. Ft. (2)
 
Average Net Effective Annual Base Rent Per Leased Sq. Ft.(3)
Whitestone Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ahwatukee Plaza
 
Phoenix
 
1979
 
72,650

 
91
%
 
$
910

 
$
13.76

 
$
13.57

Anthem Marketplace
 
Phoenix
 
2000
 
113,293

 
93
%
 
1,704

 
16.17

 
15.78

Bellnott Square
 
Houston
 
1982
 
73,930

 
39
%
 
293

 
10.16

 
10.58

Bissonnet Beltway
 
Houston
 
1978
 
29,205

 
81
%
 
315

 
13.32

 
13.40

The Citadel
 
Phoenix
 
2013
 
28,547

 
97
%
 
448

 
16.18

 
16.58

City View Village
 
San Antonio
 
2005
 
17,870

 
86
%
 
459

 
29.87

 
30.13

Davenport Village
 
Austin
 
1999
 
128,934

 
91
%
 
2,629

 
22.41

 
25.37

Desert Canyon
 
Phoenix
 
2000
 
62,533

 
90
%
 
764

 
13.58

 
13.93

Fountain Hills
 
Phoenix
 
2009
 
111,289

 
89
%
 
1,745

 
17.62

 
17.46

Fountain Square
 
Phoenix
 
1986
 
118,209

 
90
%
 
1,758

 
16.52

 
16.17

Fulton Ranch Towne Center
 
Phoenix
 
2005
 
113,281

 
89
%
 
1,694

 
16.80

 
17.38

Gilbert Tuscany Village
 
Phoenix
 
2009
 
49,415

 
91
%
 
778

 
17.30

 
17.57

Heritage Trace Plaza
 
Dallas
 
2006
 
70,431

 
98
%
 
1,465

 
21.22

 
22.15

Headquarters Village
 
Dallas
 
2009
 
89,134

 
93
%
 
2,405

 
29.01

 
28.46

Keller Place
 
Dallas
 
2001
 
93,541

 
96
%
 
996

 
11.09

 
11.06

Kempwood Plaza
 
Houston
 
1974
 
101,008

 
90
%
 
867

 
9.54

 
9.68

La Mirada
 
Phoenix
 
1997
 
147,209

 
84
%
 
2,552

 
20.64

 
21.24

Lion Square
 
Houston
 
2014
 
117,592

 
94
%
 
1,379

 
12.48

 
12.47

The Marketplace at Central
 
Phoenix
 
2012
 
111,130

 
98
%
 
946

 
8.69

 
8.42

Market Street at DC Ranch
 
Phoenix
 
2003
 
242,459

 
90
%
 
4,276

 
19.60

 
19.51

Mercado at Scottsdale Ranch
 
Phoenix
 
1987
 
118,730

 
55
%
 
1,322

 
20.24

 
20.09

Paradise Plaza
 
Phoenix
 
1983
 
125,898

 
92
%
 
1,649

 
14.24

 
14.11

Parkside Village North
 
Austin
 
2005
 
27,045

 
82
%
 
653

 
29.45

 
30.71

Parkside Village South
 
Austin
 
2012
 
90,101

 
98
%
 
2,273

 
25.74

 
26.72

Pima Norte
 
Phoenix
 
2007
 
35,110

 
64
%
 
378

 
16.82

 
17.98

Pinnacle of Scottsdale
 
Phoenix
 
1991
 
113,108

 
97
%
 
2,204

 
20.09

 
19.51

The Promenade at Fulton Ranch
 
Phoenix
 
2007
 
98,792

 
56
%
 
944

 
17.06

 
17.86

Providence
 
Houston
 
1980
 
90,327

 
94
%
 
802

 
9.45

 
9.05

Quinlan Crossing
 
Austin
 
2012
 
109,892

 
88
%
 
2,185

 
22.59

 
23.55

Shaver
 
Houston
 
1978
 
21,926

 
98
%
 
275

 
12.80

 
13.45

Shops at Pecos Ranch
 
Phoenix
 
2009
 
78,767

 
95
%
 
1,485

 
19.85

 
20.10

Shops at Starwood
 
Dallas
 
2006
 
55,385

 
90
%
 
1,446

 
29.01

 
29.15

The Shops at Williams Trace
 
Houston
 
1985
 
132,991

 
95
%
 
1,824

 
14.44

 
15.02

South Richey
 
Houston
 
1980
 
69,928

 
98
%
 
677

 
9.88

 
10.20

Spoerlein Commons
 
Chicago
 
1987
 
41,455

 
86
%
 
728

 
20.42

 
21.12

The Strand at Huebner Oaks
 
San Antonio
 
2000
 
73,920

 
96
%
 
1,551

 
21.86

 
21.86

SugarPark Plaza
 
Houston
 
1974
 
95,032

 
89
%
 
933

 
11.03

 
11.43

Sunridge
 
Houston
 
1979
 
49,359

 
75
%
 
378

 
10.21

 
11.53

Sunset at Pinnacle Peak
 
Phoenix
 
2000
 
41,530

 
92
%
 
656

 
17.17

 
17.09

Terravita Marketplace
 
Phoenix
 
1997
 
102,733

 
95
%
 
1,341

 
13.74

 
14.31

Torrey Square
 
Houston
 
1983
 
105,766

 
84
%
 
777

 
8.75

 
8.59

Town Park
 
Houston
 
1978
 
43,526

 
98
%
 
868

 
20.35

 
21.22

Village Square at Dana Park
 
Phoenix
 
2009
 
323,026

 
90
%
 
6,341

 
21.81

 
21.58

Westchase
 
Houston
 
1978
 
49,573

 
86
%
 
613

 
14.38

 
14.21

Williams Trace Plaza
 
Houston
 
1983
 
129,222

 
90
%
 
1,602

 
13.77

 
13.70

Windsor Park
 
San Antonio
 
2012
 
196,458

 
97
%
 
2,104

 
11.04

 
10.22

Woodlake Plaza
 
Houston
 
1974
 
106,169

 
85
%
 
1,524

 
16.89

 
16.42

Total/Weighted Average - Whitestone Properties
 
 
 
 
 
4,417,429

 
89
%
 
65,916

 
16.77

 
16.92

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Whitestone Development Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gilbert Tuscany Village Hard Corner
 
Phoenix
 
2009
 
14,603

 
%
 
$

 
$

 
$

Pinnacle Phase II
 
Phoenix
 
2017
 
27,063

 
44
%
 
225

 
18.90

 
22.17

Seville
 
Phoenix
 
1990
 
90,042

 
84
%
 
2,531

 
33.46

 
33.44

Shops at Starwood Phase III
 
Dallas
 
2016
 
35,351

 
50
%
 
699

 
39.55

 
39.89

Total/Weighted Average - Development Properties (4)
 
 
 
 
 
167,059

 
63
%
 
3,455

 
32.83

 
33.24

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total/Weighted Average - Whitestone Properties
 
 
 
 
 
4,584,488

 
88
%
 
69,371

 
17.20

 
17.36

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pillarstone Properties:
 
 
 
 
 
  
 
 
 
  
 
  
 
 
9101 LBJ Freeway
 
Dallas
 
1985
 
125,874

 
84
%
 
$
1,559

 
$
14.74

 
$
13.91

Corporate Park Northwest
 
Houston
 
1981
 
174,359

 
79
%
 
1,714

 
12.44

 
12.49

Corporate Park West
 
Houston
 
1999
 
175,665

 
76
%
 
1,515

 
11.35

 
11.12

Corporate Park Woodland
 
Houston
 
2000
 
99,937

 
98
%
 
917

 
9.36

 
10.17

Corporate Park Woodland II
 
Houston
 
2000
 
16,220

 
95
%
 
227

 
14.73

 
14.34

Dairy Ashford
 
Houston
 
1981
 
42,902

 
27
%
 
94

 
8.11

 
8.11

Holly Hall Industrial Park
 
Houston
 
1980
 
90,000

 
91
%
 
755

 
9.22

 
8.52

Holly Knight
 
Houston
 
1984
 
20,015

 
85
%
 
332

 
19.51

 
19.34

Interstate 10 Warehouse
 
Houston
 
1980
 
151,000

 
88
%
 
627

 
4.72

 
4.44

Main Park
 
Houston
 
1982
 
113,410

 
78
%
 
665

 
7.52

 
7.54

Plaza Park
 
Houston
 
1982
 
105,530

 
61
%
 
576

 
8.95

 
8.57

Uptown Tower
 
Dallas
 
1982
 
253,981

 
78
%
 
3,564

 
17.99

 
18.73

Westbelt Plaza
 
Houston
 
1978
 
65,619

 
82
%
 
556

 
10.33

 
9.94

Westgate Service Center
 
Houston
 
1984
 
97,225

 
83
%
 
610

 
7.56

 
7.77

Total/Weighted Average - Pillarstone Properties
 
 
 
 
 
1,531,737

 
80
%
 
13,711

 
11.19

 
11.18

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land Held for Development:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anthem Marketplace
 
Phoenix
 
N/A
 

 

 
$

 
$

 
$

Dana Park Development
 
Phoenix
 
N/A
 

 

 

 

 

Fountain Hills
 
Phoenix
 
N/A
 

 

 

 

 

Market Street at DC Ranch
 
Phoenix
 
N/A
 

 

 

 

 

Total/Weighted Average - Land Held For Development (5)
 
 
 
 
 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand Total/Weighted Average
 
 
 
 
 
6,116,225

 
86
%
 
$
83,082

 
$
15.80

 
$
15.92

 
(1)   
Calculated as the tenant's actual March 31, 2017 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of March 31, 2017. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of March 31, 2017 equaled approximately $184,000 for the month ended March 31, 2017.
 
(2)   
Calculated as annualized base rent divided by gross leasable area leased as of March 31, 2017.  Excludes vacant space as of March 31, 2017.

(3) 
Represents (i) the contractual base rent for leases in place as of March 31, 2017, adjusted to a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of March 31, 2017.

(4) 
Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant development, redevelopment or re-tenanting.

(5) 
As of March 31, 2017, these parcels of land were held for development and, therefore, had no gross leasable area.


35


q117suppbackcover.jpg