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EX-99.1 - EXHIBIT 99.1 - Whitestone REITexhibit991pressreleaseofwh.htm
8-K - 8-K - Whitestone REITwsr8-kearningsrelease2018x.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®. As of June 30, 2018, we wholly-owned 58 Community Centered Properties® with
58 Community Centers
 
approximately 4.9 million square feet of gross leasable area, located in six of the top markets in the United States in
4.9 Million Sq. Ft. of gross
 
terms of population growth: Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio.
leasable area
 
Headquarted in Houston, Texas, we were founded in 1998. We also owned a majority interest in and managed 14
1,308 tenants
 
properties with approximately 1.5 million square feet of gross leasable area through our investment in Pillarstone
 
 
Capital REIT Operating Partnership LP (“Pillarstone OP”).
 
 
 
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® 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: 39.7 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 June 30, 2018 provided a 48% premium rental rate compared to our larger
     1.0 Million
 
space tenants. The largest of our 1,308 tenants at our wholly-owned properties comprised only 3.0% of our
 
 
annualized base rental revenues for the three months ended June 30, 2018.
Distribution (per share / unit):
 
 
 
 
 
 
 
 
Quarter: $ 0.2850
 
Investor Relations:
 
 
 
 
Annualized: $ 1.1400
 
Whitestone REIT
 
 
 
 
 
ICR Inc.
Dividend Yield: 8.8%**
 
Kevin Reed, Director of Investor Relations
 
 
 
Brad Cohen
 
 
2600 South Gessner, Suite 500, Houston, Texas 77063
 
 
 
203.682.8211
Board of Trustees:
 
713.435.2219 email: ir@whitestonereit.com
 
 
Nandita Berry
 
website: www.whitestonereit.com
 
 
Donald F. Keating
 
 
 
 
Najeeb A. Khan
 
Analyst Coverage:
 
 
 
 
 
 
Paul T. Lambert
 
Boenning & Scattergood
 
JMP Securities
 
Ladenburg Thalmann
 
Maxim Group
Jack L. Mahaffey
 
Merrill Ross
 
Mitch Germain
 
Daniel P. Donlan
 
Michael Diana
James C. Mastandrea
 
610.862.5328
 
212.906.3546
 
212.409.2056
 
212.895.3641
David F. Taylor
 
mross@boenninginc.com
 
mgermain@jmpsecurities.com
 
ddonlan@ladenburg.com
 
mdiana@maximgrp.com
Trustee Emeritus:
 
 
 
 
 
 
 
 
Daniel G. DeVos
 
SunTrust Robinson Humphrey
 
B. Riley FBR
 
 
 
 
 
 
Ki Bin Kim, CFA
 
Craig Kucera
 
 
 
 
* As of July 31, 2018
 
212.303.4124
 
540.277.3366
 
 
 
 
** Based on common share price
 
kibin.kim@suntrust.com
 
ckucera@brileyfbr.com
 
 
 
 
of $13.00 as of close of market on
 
 
 
 
 
 
 
 
July 31, 2018.
 
 
 
 
 
 
 
 
 
 
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.

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Whitestone REIT Reports Second Quarter 2018 Results

- Operating Portfolio Occupancy Expands 170 Basis Points to 91.5% from the Prior-Year Quarter-
- Net Income per Share of $.04-
-Same Store NOI Growth of 3.1% from the Prior-Year Quarter -
- Leasing Volume: 258,597 SF and $20.3 Million in Total Lease Value -
- GAAP Rental rates grow 9.7% on new and renewal leases (trailing twelve months) -
- Reaffirms 2018 Full Year Guidance -
HOUSTON, August 1, 2018 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced operating and financial results for the second quarter ended June 30, 2018. 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 communities in which they are located.
Highlights

All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.

Second Quarter 2018 Compared to Second Quarter 2017:

Results in 2018 include impact of $1.9 million, or $0.04 per share, for professional fees and related expenses incurred in connection with our 2018 Annual Meeting.

9.5% growth in revenues to $33.1 million
Net income attributable to Whitestone REIT of $1.7 million, or $0.04 per diluted share, versus $2.0 million, or $0.05 per diluted share
11.8% growth in net operating income (“NOI”) to $22.7 million
G&A Costs, excluding professional fees and related expenses incurred in connection with our 2018 Annual Meeting and acquisition expenses, incurred in 2017, improved to 14.4% of revenue, compared to 17.0%
Funds from Operations (“FFO”) were $9.0 million, or $0.21 per diluted share, compared to $8.5 million or $0.22 per diluted share
FFO, excluding professional fees and related expenses incurred in connection with our 2018 Annual Meeting and acquisition expenses, incurred in 2017, increased 16.8% to $10.8 million, or $0.26 per diluted share
FFO Core was $12.3 million, or $0.29 per diluted share, compared to $11.6 million, or $0.31 per diluted share

Jim Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT commented, “Whitestone continued to produce strong same store NOI growth as our leasing team continued to execute exceptionally well. The team leased 258,597 square feet in the second quarter bringing our first half of the year total to a company record for leasing of over 632,000 square feet to start 2018. Furthermore, we are particularly pleased to report significant progress in our long-term goals, making meaningful progress in improving our general and administrative cost as a percentage of revenue. As we look ahead, we expect to build on our positive first half results in our efforts to drive cashflow through our differentiated, E-Commerce Resistant business model to enhance long term, sustainable shareholder value.”

Real Estate Portfolio Update
Community Centered PropertiesTM Portfolio Statistics:
As of June 30, 2018, Whitestone wholly owned 58 Retail Community Centered PropertiesTM with 4.9 million square feet of gross leasable area ("GLA"). Whitestone’s properties are located in Austin (4), San Antonio (3), Chicago (1), Dallas-Fort Worth (7), Houston (16) and the greater Phoenix metropolitan area (27). In addition to being business friendly, the Texas and Arizona markets are among the top in the country in terms of size, economic strength and population growth. Between 2017 and 2022, all of these cities are expected to experience significant population growth, led by Austin and Dallas-Fort Worth each at +9.7%, San Antonio at +8.6%, Houston at +8.0% and Phoenix at +6.6% (1). Whitestone believes that the Company’s properties in these markets are

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(1) Source: Claritas, as of April 2017 
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.
At the end of the second quarter, the Company's diversified tenant base in its wholly-owned properties comprised 1,308 tenants, with the largest tenant accounting for only 3% of annualized base rental revenues.
Leasing Activity:
During the second quarter of 2018, the leasing team signed 96 leases totaling 258,597 square feet in new, expansion and renewal leases, compared to 89 leases totaling 231,244 square feet in the second quarter of 2017. The total lease value was $20.3 million compared to $21.0 million during the same period last year. Through June 30, 2018, leasing volume was 632,108 square feet compared to 451,537 square feet in the prior year.
The Company's total operating portfolio occupancy stood at 91.5% at quarter end, up 170 basis points from 89.8% at June 30, 2017.
Balance Sheet and Liquidity
Balance Sheet:
Reflecting the Company’s acquisition and disposition activity during the quarter and selective development and redevelopment, undepreciated real estate assets increased $9.2 million, or 0.8% to $1.15 billion at June 30, 2018 compared to $1.14 billion at June 30, 2017.
Liquidity and Debt:
As of June 30, 2018, 49 of Whitestone's 58 wholly-owned properties were unencumbered by mortgage debt, with an undepreciated cost basis of $751.7 million. The Company had total real estate debt, net of cash of $666.2 million, of which $428.1 million, or approximately 64%, was subject to fixed interest rates. The Company's weighted average interest rate on all fixed rate debt as of the end of the second quarter was 3.9% and the weighted average remaining term was 4.8 years.
Dividend
On June 13, 2018, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the third quarter of 2018, to be paid in three equal installments of $0.095 in July, August, and September of 2018.

2018 Guidance
The Company reaffirms its previously released guidance for 2018 and expects net income attributable to Whitestone REIT for 2018 to range from $0.27 to $0.32 per share and FFO and FFO Core to range from $0.96 to $1.01 and $1.19 to $1.24 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 impact of professional fees and related expenses related to our 2018 Annual Meeting, the operational or capital impact of any future unannounced acquisition or any disposition activity. Please refer to the “2018 Financial Guidance” and “Reconciliation of Non-GAAP Measures - 2018 Financial Guidance” sections of the supplemental data package for the full list of guidance information.
Accounting Treatment of Pillarstone OP
In November 2017, we received a comment letter from the Staff of the Division of Corporation Finance of the SEC (the “Staff”) relating to our Annual Report on Form 10-K for the year ended December 31, 2016. In their letter, the Staff requested that we provide them with an analysis to support our determination that Pillarstone OP is a variable interest entity (“VIE”) of which we are the primary beneficiary and that Pillarstone OP should be consolidated in our financial statements in accordance with GAAP. In response to the Staff’s comment, we provided the Staff with our analysis of our accounting and financial reporting obligations relating to our interest in Pillarstone OP. After communicating our analysis and conclusions to the Staff and responding to additional questions from the Staff relating to this matter, the Staff did not object to or otherwise take

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exception to our initial determinations at the time of the consummation of the Pillarstone OP contribution transactions in December 2016 but provided a verbal reminder that the determination of the primary beneficiary of a VIE should be continually reassessed, noting that the initial terms of our Management Agreements with respect to Pillarstone OP expired in December 2017, and suggesting that we consider pre-clearing future accounting treatment of Pillarstone OP with the Staff of the Office of the Chief Accountant (“OCA”).
In connection with the preparation and review of our financial statements for the quarter ended March 31, 2018, we concluded, in accordance with the Staff’s recommendation, and after consultation with our outside accounting advisors, that it would be prudent to seek the pre-clearance of the OCA of our proposed treatment of Pillarstone OP in our financial statements for such quarter. Accordingly, in April 2018, we submitted a letter to the OCA seeking their concurrence with our determinations that we maintained our status as the primary beneficiary of Pillarstone OP and, accordingly, should continue to consolidate Pillarstone OP in our financial statements for the quarter ended March 31, 2018 in accordance with GAAP. After further correspondence, including telephonic meetings between us, our advisors and the OCA, the OCA informed us that it objected to our conclusions that we were the primary beneficiary of Pillarstone OP and were required to consolidate it in our financial statements under the VIE accounting guidance since the contribution in December 2016 and during the subsequent periods. We and our independent registered public accounting firm respectfully disagreed with the OCA’s determination and made a formal appeal to the Chief Accountant of the SEC.
On July 30, 2018, the Chief Accountant of the SEC informed us that our formal appeal was denied and that the OCA objects to our consolidation of Pillarstone OP in our financial statements under the VIE accounting guidance since the contribution in December 2016. As a result, we should not have consolidated Pillarstone OP in our financial statements under VIE accounting guidance in our historical financial statements for the years ended December 31, 2016 and 2017 and the interim periods. After consideration of the OCA’s objection to our original accounting, we determined that the Pillarstone OP contribution agreements did not meet the requirements for derecognition of the underlying assets and we have revised our accounting treatment accordingly. The revised accounting treatment did not result in a material difference from the previous accounting.
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, August 2, 2018 at 11:00 A.M. Eastern 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:
Toll-Free Number (for domestic participants):    (800) 239-9838
Toll Number (for international participants):        (323) 794-2551
The conference call will be recorded and a telephone replay will be available through Thursday, August 16, 2018. Replay access information is as follows:
Toll-Free Number (for domestic participants):
(844) 512-2921
Toll Number (for international participants):
(412) 317-6671
Pass Code (for all participants):
2887689

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 second 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

4



Whitestone is a 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 communities in which they are located. Whitestone's properties are primarily located in business-friendly Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio, which are among the fastest growing U.S. 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,” “goals” or similar words or phrases that are predictions of future events or trends and which do not relate solely to historical matters.
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 long-term goals, 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; its ability to successfully identify, finance and consummate suitable acquisitions, and the impact of such acquisitions, including financing developments, capitalization rates and internal rate of return; the Company’s ability to reduce or otherwise effectively manage its general and administrative expenses; the Company’s ability to fund from cash flows or otherwise distributions to its shareholders at current rates or at all; the Company’s ability to raise capital for working capital, acquisition or other uses on attractive terms or at all; the impact of the de-consolidation of Pillarstone OP on our historical and future financial statements, 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, legislative and regulatory changes, including the impact of the Tax Cuts and Jobs Act of 2017; 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 of 1986, as amended; 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 (“SEC”) from time to time.
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.

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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, acquisition costs, and proxy contest professional fees. 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.
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.
Whitestone REIT Contact:
Kevin Reed, Director of Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com


 









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

 
 
June 30, 2018
 
December 31, 2017
 
 
(unaudited)
 
 
ASSETS
Real estate assets, at cost
 
 
 
 
Property
 
$
1,149,528

 
$
1,149,454

Accumulated depreciation
 
(141,442
)
 
(131,034
)
Total real estate assets
 
1,008,086

 
1,018,420

Cash and cash equivalents
 
3,125

 
5,005

Restricted cash
 
213

 
205

Marketable securities
 

 
32

Investment in real estate partnership
 
4,421

 
4,009

Escrows and acquisition deposits
 
6,515

 
7,916

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
20,464

 
21,140

Unamortized lease commissions and loan costs
 
6,911

 
7,157

Prepaid expenses and other assets
 
10,217

 
6,198

Total assets
 
$
1,059,952

 
$
1,070,082

 
 
 
 
 
LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
Notes payable
 
$
667,595

 
$
659,068

Accounts payable and accrued expenses
 
29,157

 
35,536

Tenants' security deposits
 
5,769

 
5,694

Dividends and distributions payable
 
11,628

 
11,466

Total liabilities
 
714,149

 
711,764

Commitments and contingencies:
 

 

Equity:
 
 
 
 
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 39,743,829 and 39,221,773 issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
 
38

 
38

Additional paid-in capital
 
524,191

 
521,314

Accumulated deficit
 
(194,518
)
 
(176,770
)
Accumulated other comprehensive gain
 
6,430

 
2,936

Total Whitestone REIT shareholders' equity
 
336,141

 
347,518

Noncontrolling interests:
 
 
 
 
Redeemable operating partnership units
 
9,662

 
10,800

Total equity
 
345,803

 
358,318

Total liabilities and equity
 
$
1,059,952

 
$
1,070,082





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

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
24,650

 
$
23,010

 
$
49,596

 
$
44,306

Other revenues
 
8,422

 
7,198

 
17,072

 
14,169

Total property revenues
 
33,072

 
30,208

 
66,668

 
58,475

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
5,838

 
5,375

 
11,546

 
10,869

Real estate taxes
 
4,485

 
4,487

 
9,142

 
8,407

Total property expenses
 
10,323

 
9,862

 
20,688

 
19,276

 
 
 
 
 
 
 
 
 
Other expenses (income)
 
 
 
 
 
 
 
 
General and administrative
 
6,624

 
5,848

 
12,938

 
12,017

Depreciation and amortization
 
7,396

 
6,681

 
14,617

 
12,689

Interest expense
 
6,854

 
5,629

 
13,355

 
10,782

Interest, dividend and other investment income
 
(119
)
 
(101
)
 
(218
)
 
(239
)
Total other expense
 
20,755

 
18,057

 
40,692

 
35,249

 
 
 
 
 
 
 
 
 
Income before gain (loss) on sale or disposal of properties or assets and income taxes
 
1,994

 
2,289

 
5,288

 
3,950

 
 
 
 
 
 
 
 
 
Provision for income taxes
 
(84
)
 
(89
)
 
(213
)
 
(170
)
Gain on sale of properties
 

 
16

 
266

 
16

Profit sharing expense
 
(81
)
 
(101
)
 
(203
)
 
(165
)
Loss on sale or disposal of assets
 
(74
)
 
(72
)
 
(271
)
 
(95
)
 
 
 
 
 
 
 
 
 
Net income
 
1,755

 
2,043

 
4,867

 
3,536

 
 
 
 
 
 
 
 
 
Net income attributable to noncontrolling interests
 
45

 
60

 
128

 
114

 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,710

 
$
1,983

 
$
4,739

 
$
3,422


8


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

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
Basic Earnings Per Share:
 
 
 
 
 
 
 
 
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
 
$
0.04

 
$
0.05

 
$
0.12

 
$
0.10

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

 
$
0.05

 
$
0.11

 
$
0.10

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
39,204

 
35,716

 
39,136

 
32,583

Diluted
 
40,679

 
36,544

 
40,519

 
33,493

 
 
 
 
 
 
 
 
 
Distributions declared per common share / OP unit
 
$
0.2850

 
$
0.2850

 
$
0.5700

 
$
0.5700

 
 
 
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
1,755

 
$
2,043

 
$
4,867

 
$
3,536

 
 
 
 
 
 
 
 
 
Other comprehensive gain
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on cash flow hedging activities
 
913

 
(780
)
 
3,558

 
(48
)
Unrealized gain on available-for-sale marketable securities
 

 
33

 
18

 
33

 
 
 
 
 
 
 
 
 
Comprehensive income
 
2,668

 
1,296

 
8,443

 
3,521

 
 
 
 
 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
45

 
60

 
128

 
114

Less: Comprehensive gain (loss) attributable to noncontrolling interests
 
23

 
(22
)
 
93

 
(1
)
 
 
 
 
 
 
 
 
 
Comprehensive income attributable to Whitestone REIT
 
$
2,600

 
$
1,258

 
$
8,222

 
$
3,408



9




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


 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
FFO AND FFO CORE
 
2018
 
2017
 
2018
 
2017
Net income attributable to Whitestone REIT
 
$
1,710

 
$
1,983

 
$
4,739

 
$
3,422

  Adjustments to reconcile to FFO:(1)
 
 
 
 
 
 
 
 
Depreciation and amortization of real estate assets
 
7,124

 
6,445

 
14,101

 
12,240

Loss on sale or disposal of assets and properties, net
 
74

 
55

 
5

 
77

Net income attributable to redeemable operating partnership units
 
45

 
60

 
128

 
114

FFO
 
8,953

 
8,543

 
18,973

 
15,853

  Adjustments to reconcile to FFO Core:
 
 
 
 
 
 
 
 
Share-based compensation expense
 
1,489

 
2,390

 
3,397

 
4,841

Proxy contest professional fees
 
1,854

 

 
2,534

 

Acquisition costs
 

 
716

 

 
1,134

FFO Core
 
$
12,296

 
$
11,649

 
$
24,904

 
$
21,828

 
 
 
 
 
 
 
 
 
FFO PER SHARE AND OP UNIT CALCULATION
 
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
 
FFO
 
$
8,953

 
$
8,543

 
$
18,973

 
$
15,853

Distributions paid on unvested restricted common shares
 
(67
)
 
(105
)
 
(108
)
 
(200
)
FFO excluding amounts attributable to unvested restricted common shares
 
$
8,886

 
$
8,438

 
$
18,865

 
$
15,653

FFO Core excluding amounts attributable to unvested restricted common shares
 
$
12,229

 
$
11,544

 
$
24,796

 
$
21,628

Denominator:
 
 
 
 
 
 
 
 
Weighted average number of total common shares - basic
 
39,204

 
35,716

 
39,136

 
32,583

Weighted average number of total noncontrolling OP units - basic
 
1,033

 
1,086

 
1,058

 
1,093

Weighted average number of total common shares and noncontrolling OP units - basic
 
40,237

 
36,802

 
40,194

 
33,676

 
 
 
 
 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
Unvested restricted shares
 
1,475

 
828

 
1,383

 
910

Weighted average number of total common shares and noncontrolling OP units - diluted
 
41,712

 
37,630

 
41,577

 
34,586

 
 
 
 
 
 
 
 
 
FFO per common share and OP unit - basic
 
$
0.22

 
$
0.23

 
$
0.47

 
$
0.46

FFO per common share and OP unit - diluted
 
$
0.21

 
$
0.22

 
$
0.45

 
$
0.45

 
 
 
 
 
 
 
 
 
FFO Core per common share and OP unit - basic
 
$
0.30

 
$
0.31

 
$
0.62

 
$
0.64

FFO Core per common share and OP unit - diluted
 
$
0.29

 
$
0.31

 
$
0.60

 
$
0.63

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

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

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
PROPERTY NET OPERATING INCOME
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,710

 
$
1,983

 
$
4,739

 
$
3,422

General and administrative expenses
 
6,624

 
5,848

 
12,938

 
12,017

Depreciation and amortization
 
7,396

 
6,681

 
14,617

 
12,689

Interest expense
 
6,854

 
5,629

 
13,355

 
10,782

Interest, dividend and other investment income
 
(119
)
 
(101
)
 
(218
)
 
(239
)
Provision for income taxes
 
84

 
89

 
213

 
170

Gain on sale of properties
 

 
(16
)
 
(266
)
 
(16
)
Profit sharing expense
 
81

 
101

 
203

 
165

Loss on disposal of assets
 
74

 
72

 
271

 
95

Net income attributable to noncontrolling interests
 
45

 
60

 
128

 
114

NOI
 
$
22,749

 
$
20,346

 
$
45,980

 
$
39,199



EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,710

 
$
1,983

 
$
4,739

 
$
3,422

Depreciation and amortization
 
7,396

 
6,681

 
14,617

 
12,689

Interest expense
 
6,854

 
5,629

 
13,355

 
10,782

Provision for income taxes
 
84

 
89

 
213

 
170

Gain on sale of properties
 

 
(16
)
 
(266
)
 
(16
)
Profit sharing expense
 
81

 
101

 
203

 
165

Loss on disposal of assets
 
74

 
72

 
271

 
95

Net income attributable to noncontrolling interests
 
45

 
60

 
128

 
114

EBITDA (1)
 
$
16,244

 
$
14,599

 
$
33,260

 
$
27,421


 
 
Three Months Ended
 
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
 
2018
 
2018
 
2017
 
2017
Net income attributable to Whitestone REIT
 
$
1,710

 
$
3,028

 
$
1,921

 
$
2,993

Depreciation and amortization
 
7,396

 
7,221

 
7,304

 
7,247

Interest expense
 
6,854

 
6,501

 
6,493

 
6,376

Provision for income taxes
 
84

 
129

 
90

 
126

Gain on sale of properties
 

 
(266
)
 

 

Profit sharing expense
 
81

 
122

 
50

 
63

Loss on disposal of assets
 
74

 
197

 
48

 
40

Net income attributable to noncontrolling interests
 
45

 
206

 
104

 
147

EBITDA (1)
 
$
16,244

 
$
17,138

 
$
16,010

 
$
16,992




(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.


10



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

 
 
Three Months Ended June 30,
 
 
 
Percent
 
 
2018
 
2017
 
Change
 
Change
Same Store (50 properties, exclusive of land held for development)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
18,060

 
$
18,146

 
$
(86
)
 
 %
Other revenues
 
6,533

 
6,004

 
529

 
9
 %
Total property revenues
 
24,593

 
24,150

 
443

 
2
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
4,107

 
4,041

 
66

 
2
 %
Real estate taxes
 
3,347

 
3,482

 
(135
)
 
(4
)%
Total property expenses
 
7,454

 
7,523

 
(69
)
 
(1
)%
 
 
 
 
 
 
 
 
 
Total Same Store net operating income
 
17,139

 
16,627

 
512

 
3
 %
 
 
 
 
 
 
 
 
 
Non-Same Store (3 Properties, exclusive of land held for development)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
3,323

 
1,678

 
1,645

 
Not meaningful

Other revenues
 
1,306

 
543

 
763

 
Not meaningful

Total property revenues
 
4,629

 
2,221

 
2,408

 
Not meaningful

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
708

 
192

 
516

 
Not meaningful

Real estate taxes
 
497

 
378

 
119

 
Not meaningful

Total property expenses
 
1,205

 
570

 
635

 
Not meaningful

 
 
 
 
 
 
 
 
 
Total Non-Same Store net operating income
 
3,424

 
1,651

 
1,773

 
Not meaningful

 
 
 
 
 
 
 
 
 
Pillarstone OP properties (14 Properties)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
3,267

 
3,186

 
81

 
3
 %
Other revenues
 
583

 
651

 
(68
)
 
(10
)%
Total property revenues
 
3,850

 
3,837

 
13

 
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
1,023

 
1,142

 
(119
)
 
(10
)%
Real estate taxes
 
641

 
627

 
14

 
2
 %
Total property expenses
 
1,664

 
1,769

 
(105
)
 
(6
)%
 
 
 
 
 
 
 
 
 
Total Pillarstone OP properties net operating income
 
2,186

 
2,068

 
118

 
6
 %
 
 
 
 
 
 
 
 
 
Total property net operating income
 
22,749

 
20,346

 
2,403

 
12
 %
 
 
 
 
 
 
 
 
 
Less total other expenses, provision for income taxes, gain on sale of properties and gain (loss) on disposal of assets
 
20,994

 
18,303

 
2,691

 
15
 %
 
 
 
 
 
 
 
 
 
Net income
 
$
1,755

 
$
2,043

 
$
(288
)
 
(14
)%

11



 
 
Six Months Ended June 30,
 
 
 
Percent
 
 
2018
 
2017
 
Change
 
Change
Same Store (50 properties, exclusive of land held for development)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
36,248

 
$
36,140

 
$
108

 
 %
Other revenues
 
12,718

 
12,335

 
383

 
3
 %
Total property revenues
 
48,966

 
48,475

 
491

 
1
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
8,176

 
8,485

 
(309
)
 
(4
)%
Real estate taxes
 
6,374

 
6,735

 
(361
)
 
(5
)%
Total property expenses
 
14,550

 
15,220

 
(670
)
 
(4
)%
 
 
 
 
 
 
 
 
 
Total Same Store net operating income
 
34,416

 
33,255

 
1,161

 
3
 %
 
 
 
 
 
 
 
 
 
Non-Same Store (3 Properties, exclusive of land held for development)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
6,807

 
1,753

 
5,054

 
Not meaningful

Other revenues
 
2,979

 
579

 
2,400

 
Not meaningful

Total property revenues
 
9,786

 
2,332

 
7,454

 
Not meaningful

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
1,297

 
241

 
1,056

 
Not meaningful

Real estate taxes
 
1,445

 
405

 
1,040

 
Not meaningful

Total property expenses
 
2,742

 
646

 
2,096

 
Not meaningful

 
 
 
 
 
 
 
 
 
Total Non-Same Store net operating income
 
7,044

 
1,686

 
5,358

 
Not meaningful

 
 
 
 
 
 
 
 
 
Pillarstone OP properties (14 Properties)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
6,541

 
6,413

 
128

 
2
 %
Other revenues
 
1,375

 
1,255

 
120

 
10
 %
Total property revenues
 
7,916

 
7,668

 
248

 
3
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
2,073

 
2,143

 
(70
)
 
(3
)%
Real estate taxes
 
1,323

 
1,267

 
56

 
4
 %
Total property expenses
 
3,396

 
3,410

 
(14
)
 
 %
 
 
 
 
 
 
 
 
 
Total Pillarstone OP properties net operating income
 
4,520

 
4,258

 
262

 
6
 %
 
 
 
 
 
 
 
 
 
Total property net operating income
 
45,980

 
39,199

 
6,781

 
17
 %
 
 
 
 
 
 
 
 
 
Less total other expenses, provision for income taxes, gain on sale of properties and gain (loss) on disposal of assets
 
41,113

 
35,663

 
5,450

 
15
 %
 
 
 
 
 
 
 
 
 
Net income
 
$
4,867

 
$
3,536

 
$
1,331

 
38
 %

12





(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 June 30, 2018 to the three months ended June 30, 2017, Same Stores include properties owned before April 1, 2017 and not sold before June 30, 2018. For purposes of comparing the six months ended June 30, 2018 to the six months ended June 30, 2017, Same Stores include properties owned before January 1, 2017 and not sold before June 30, 2018.

(2) 
We define “Non-Same Stores” as properties that have been acquired 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 June 30, 2018 to the three months ended June 30, 2017, Non-Same Stores include properties acquired between April 1, 2017 and June 30, 2018 and properties sold between April 1, 2017 and June 30, 2018, but not included in discontinued operations. For purposes of comparing the six months ended June 30, 2018 to the six months ended June 30, 2017, Non-Same Stores include properties acquired between January 1, 2017 and June 30, 2018 and properties sold between January 1, 2017 and June 30, 2018, but not included in discontinued operations.



13



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

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
Other Financial Information:(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tenant improvements (2)
 
$
590

 
$
931

 
$
1,422

 
$
1,644

Leasing commissions (2)
 
$
476

 
$
765

 
$
944

 
$
1,026

Maintenance capital
 
$
839

 
$
975

 
$
1,876

 
$
1,648

Scheduled debt principal payments
 
$
577

 
$
573

 
$
1,166

 
$
1,138

Straight line rent income
 
$
348

 
$
828

 
$
694

 
$
1,242

Market rent amortization income from acquired leases
 
$
240

 
$
153

 
$
486

 
$
301

Non-cash share-based compensation expense
 
$
1,489

 
$
2,390

 
$
3,397

 
$
4,841

Non-real estate depreciation and amortization
 
$
69

 
$
43

 
$
136

 
$
88

Amortization of loan fees
 
$
322

 
$
310

 
$
644

 
$
615

Acquisition costs
 
$

 
$
716

 
$

 
$
1,134

Undepreciated value of unencumbered properties
 
$
775,833

 
$
751,827

 
$
775,833

 
$
751,827

Number of unencumbered properties
 
53

 
52

 
53

 
52

Full time employees
 
96

 
106

 
96

 
106


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

(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.



14



Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
 
 
As of June 30, 2018
MARKET CAPITALIZATION:
 
Percent of Total Equity
 
Total Market Capitalization
 
Percent of Total Market Capitalization
Equity Capitalization:
 
 
 
 
 
 
Common shares outstanding
 
97.5
%
 
39,744

 
 
Operating partnership units outstanding
 
2.5
%
 
1,009

 
 
Total
 
100.0
%
 
40,753

 
 
 
 
 
 
 
 
 
Market price of common shares as of
 
 
 
 
 
 
June 29, 2018
 
 
 
$
12.48

 
 
 
 
 
 
 
 
 
Total equity capitalization
 
 
 
508,597

 
43
%
 
 
 
 
 
 
 
Debt Capitalization:
 
 
 
 
 
 
Outstanding debt
 
 
 
$
669,279

 
 
Less: Cash and cash equivalents
 
 
 
(3,125
)
 
 
Total debt capitalization
 
 
 
666,154

 
57
%
 
 
 
 
 
 
 
Total Market Capitalization as of
 
 
 
 
 
 
June 30, 2018
 
 
 
$
1,174,751

 
100
%


SELECTED RATIOS:
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
 
2018
 
2018
 
2017
 
2017
INTEREST COVERAGE RATIO
 
 
 
 
 
 
 
 
EBITDA/Interest Expense
 
 
 
 
 
 
 
 
EBITDA
 
$
16,244

 
$
17,138

 
$
16,010

 
$
16,992

 
 
 
 
 
 
 
 
 
Interest expense
 
6,854

 
6,501

 
6,493

 
6,376

Less: amortization of loan fees
 
(326
)
 
(327
)
 
(330
)
 
(329
)
Interest expense, excluding amortization of loan fees
 
6,528

 
6,174

 
6,163

 
6,047

 
 
 
 
 
 
 
 
 
Ratio of EBITDA to interest expense
 
2.5

 
2.8

 
2.6

 
2.8

 
 
 
 
 
 
 
 
 
LEVERAGE RATIO
 
 
 
 
 
 
 
 
Debt/Undepreciated Book Value
 
 
 
 
 
 
 
 
Outstanding debt
 
$
669,279

 
$
670,300

 
$
660,929

 
$
664,624

Less: Cash
 
(3,125
)
 
(6,976
)
 
(5,005
)
 
(4,092
)
Outstanding debt after cash
 
$
666,154

 
$
663,324

 
$
655,924

 
$
660,532

 
 
 
 
 
 
 
 
 
Undepreciated real estate assets
 
$
1,149,528

 
$
1,148,176

 
$
1,149,454

 
$
1,144,558

 
 
 
 
 
 
 
 
 
Ratio of debt to real estate assets
 
58
%
 
58
%
 
57
%
 
58
%


15



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

 
 
Three Months Ended
 
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
 
2018
 
2018
 
2017
 
2017
Debt/EBITDA Ratio
 
 
 
 
 
 
 
 
Outstanding debt
 
$
669,279

 
$
670,300

 
$
660,929

 
$
664,624

Less: Cash
 
(3,125
)
 
(6,976
)
 
(5,005
)
 
(4,092
)
Outstanding debt after cash
 
666,154

 
663,324

 
655,924

 
660,532

 
 
 
 
 
 
 
 
 
EBITDA
 
$
16,244

 
$
17,138

 
$
16,010

 
$
16,992

Share based compensation
 
1,489

 
1,908

 
2,881

 
2,704

Proxy contest costs
 
1,854

 
680

 

 

Acquisition costs
 

 

 
227

 
264

EBITDA, adjusted
 
19,587

 
19,726

 
19,118

 
19,960

 
 
 
 
 
 
 
 
 
Pro forma annualized EBITDA, adjusted (1)
 
78,348

 
78,904

 
76,472

 
79,840

 
 
 
 
 
 
 
 
 
Ratio of debt to pro forma EBITDA, adjusted
 
8.50

 
8.41

 
8.58

 
8.27


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


16



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

Description
 
June 30, 2018
 
December 31, 2017
Fixed rate notes
 
 
 
 
$10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1)
 
$
9,620

 
$
9,740

$50.0 million, 1.75% 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

$80.0 million, 3.72% Note, due June 1, 2027
 
80,000

 
80,000

$37.0 million 3.76% Note, due December 1, 2020 (5)
 
32,624

 
33,148

$6.5 million 3.80% Note, due January 1, 2019
 
5,750

 
5,842

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

 
19,000

$20.2 million 4.28% Note, due June 6, 2023
 
19,179

 
19,360

$14.0 million 4.34% Note, due September 11, 2024
 
13,832

 
13,944

$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)
 
15,932

 
16,058

$15.1 million 4.99% Note, due January 6, 2024
 
14,754

 
14,865

$2.6 million 5.46% Note, due October 1, 2023
 
2,451

 
2,472

$1.3 million 3.47% Note, due November 28, 2018
 
637

 

Floating rate notes
 
 
 
 
Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 (6)
 
241,200

 
232,200

Total notes payable principal
 
669,279

 
660,929

Less deferred financing costs, net of accumulated amortization
 
(1,684
)
 
(1,861
)
 
 
$
667,595

 
$
659,068


(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) 
Unsecured line of credit includes certain Pillarstone Properties.





17



SCHEDULE OF DEBT MATURITIES AS OF JUNE 30, 2018
(in thousands)
 
Year
 
Scheduled Amortization Payments
 
Scheduled Maturities
 
Total Scheduled Maturities
 
Percentage of Debt Maturing
 
 
 
 
 
 
 
 
 
2018
 
$
979

 
$
10,579

 
$
11,558

 
1.7
%
2019
 
2,392

 
246,857

 
249,249

 
37.2
%
2020
 
2,876

 
79,951

 
82,827

 
12.4
%
2021
 
1,918

 
50,000

 
51,918

 
7.8
%
2022
 
2,007

 
100,000

 
102,007

 
15.2
%
Thereafter
 
2,437

 
169,283

 
171,720

 
25.7
%
Total
 
$
12,609

 
$
656,670

 
$
669,279

 
100.0
%

18



Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS

 
 
Gross Leasable Area as of
 
Occupancy % as of
 
 
June 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
Community Centered Properties®
 
2018
 
2018
 
2018
 
2017
 
2017
Whitestone
 
4,913,934

 
91
%
 
91
%
 
91
%
 
90
%
Pillarstone
 
1,531,737

 
77
%
 
78
%
 
81
%
 
80
%
Development, New Acquisitions (1)
 
35,351

 
72
%
 
71
%
 
79
%
 
77
%
Total
 
6,481,022

 
88
%
 
88
%
 
88
%
 
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.

19




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)
 
Austin, Houston and Phoenix
 
$
2,447

 
3.0
%
 
11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/16
 
2020, 2020, 2021, 2022, 2024 and 2034
Whole Foods Market
 
Houston
 
2,042

 
2.5
%
 
9/3/2014
 
2035
Frost Bank
 
Houston
 
1,845

 
2.2
%
 
7/1/2014
 
2024
Newmark Real Estate of Houston LLC
 
Houston
 
1,164

 
1.4
%
 
10/1/2015
 
2026
Walgreens & Co. (4)
 
Houston and Phoenix
 
947

 
1.1
%
 
11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996
 
2022, 2027, 2049 and 2056
Verizon Wireless (5)
 
Houston and Phoenix
 
875

 
1.1
%
 
8/16/1994, 2/1/2004, 5/10/2004, 1/27/2006 and 5/1/2014
 
2018, 2018, 2019, 2022 and 2024
Bashas' Inc. (6)
 
Phoenix
 
823

 
1.0
%
 
10/9/2004 and 4/1/2009
 
2024 and 2029
Dollar Tree (7)
 
Houston and Phoenix
 
754

 
0.9
%
 
3/1/1998, 8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, 4/4/2011 and 5/21/2013
 
2020, 2020, 2021, 2021, 2022, 2023 and 2027
Alamo Drafthouse Cinema
 
Austin
 
690

 
0.8
%
 
2/1/2012
 
2027
Wells Fargo & Company (8)
 
Phoenix
 
552

 
0.7
%
 
10/24/1996 and 4/16/1999
 
2022 and 2023
Kroger Co.
 
Dallas
 
483

 
0.6
%
 
12/15/2000
 
2022
Ross Dress for Less, Inc. (9)
 
Houston, Phoenix and San Antonio
 
472

 
0.6
%
 
2/11/2009, 6/18/2012 and 2/7/2013
 
2020, 2023 and 2023
Ruth's Chris Steak House Inc.
 
Phoenix
 
466

 
0.6
%
 
1/1/1991
 
2020
Regus Corporation
 
Houston
 
434

 
0.5
%
 
5/23/14
 
2025
Paul's Ace Hardware
 
Phoenix
 
427

 
0.5
%
 
3/1/2008
 
2023
 
 
 
 
$
13,994

 
17.0
%
 
 
 
 

(1) 
Excludes Pillarstone OP owned properties.


20



(2) 
Annualized Base Rental Revenues represents the monthly base rent as of June 30, 2018 for each applicable tenant multiplied by 12.

(3) 
As of June 30, 2018, 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 1.2% 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 0.4% 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 0.4% 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 November 2022, was $318,000, which represents approximately 0.4% 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 0.5% of our total annualized base rental revenue.

(4) 
As of June 30, 2018, 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 0.3% 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 $189,000, 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 2022, was $181,000, which represents approximately 0.2% 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.

(5) 
As of June 30, 2018, we had five leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on August 16, 1994, and is scheduled to expire in 2018, was $21,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on January 27, 2006, and is scheduled to expire in 2018, was $130,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 1, 2004, and is scheduled to expire in 2019, was $37,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 1, 2014, and is scheduled to expire in 2024, was $681,000, which represents approximately 0.8% of our total annualized rental revenue. The annualized rental revenue for the lease that commenced on May 10, 2004, and is scheduled to expire in 2022, was $6,000, which represents less than 0.1% of our total annualized base rental revenue.

(6) 
As of June 30, 2018, 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 $119,000, which represents approximately 0.1% 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 0.9% of our total annualized base rental revenue.

(7) 
As of June 30, 2018, 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 2022, was $73,000, 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 $88,000, 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 0.1% 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 0.1% 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.


21



(8) 
As of June 30, 2018, 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 2022, was $131,000, 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 2023, was $421,000, which represents approximately 0.5% of our total annualized base rental revenue.

(9) 
As of June 30, 2018, 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 0.2% 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 0.2% 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.



22



Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY - ALL PROPERTIES

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
RENEWALS
 
 
 
 
 
 
 
 
Number of Leases
 
52

 
54

 
134

 
115

Total Square Feet (1)
 
125,867

 
123,307

 
362,621

 
292,019

Average Square Feet
 
2,421

 
2,283

 
2,706

 
2,539

Total Lease Value
 
$
5,988,000

 
$
6,063,000

 
$
23,960,000

 
$
15,676,000

NEW LEASES
 
 
 
 
 
 
 
 
Number of Leases
 
44

 
35

 
89

 
65

Total Square Feet (1)
 
132,730

 
107,937

 
269,487

 
159,518

Average Square Feet
 
3,017

 
3,084

 
3,028

 
2,454

Total Lease Value
 
$
14,318,000

 
$
14,931,000

 
$
26,076,000

 
$
21,616,000

TOTAL LEASES
 
 
 
 
 
 
 
 
Number of Leases
 
96

 
89

 
223

 
180

Total Square Feet (1)
 
258,597

 
231,244

 
632,108

 
451,537

Average Square Feet
 
2,694

 
2,598

 
2,835

 
2,509

Total Lease Value
 
$
20,306,000

 
$
20,994,000

 
$
50,036,000

 
$
37,292,000


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

23



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

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2018
 
2017
 
2018
 
2017
RENEWALS
 
 
 
 
 
 
 
 
Number of Leases
 
35

 
39

 
94

 
80

Total Square Feet (1)
 
82,902

 
76,815

 
228,891

 
175,617

Average Square Feet
 
2,369

 
1,970

 
2,435

 
2,195

Total Lease Value
 
$
4,467,000

 
$
4,472,000

 
$
19,841,000

 
$
12,639,000

NEW LEASES
 
 
 
 
 
 
 
 
Number of Leases
 
30

 
26

 
64

 
50

Total Square Feet (1)
 
96,372

 
73,046

 
181,366

 
116,812

Average Square Feet
 
3,212

 
2,809

 
2,834

 
2,336

Total Lease Value
 
$
12,213,000

 
$
12,566,000

 
$
21,381,000

 
$
18,980,000

TOTAL LEASES
 
 
 
 
 
 
 
 
Number of Leases
 
65

 
65

 
158

 
130

Total Square Feet (1)
 
179,274

 
149,861

 
410,257

 
292,429

Average Square Feet
 
2,758

 
2,306

 
2,597

 
2,249

Total Lease Value
 
$
16,680,000

 
$
17,038,000

 
$
41,222,000

 
$
31,619,000


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


24



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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2nd Quarter 2018
 
44

 
$
6,742,884

 
101,947

 
3.5

 
$
160,900

 
$
1.58

 
$
16.18

 
$
15.86

 
$
32,477

 
2.0
 %
 
$
130,890

 
8.3
%
1st Quarter 2018
 
72

 
17,429,259

 
163,855

 
5.3

 
876,180

 
5.35

 
20.36

 
19.39

 
160,056

 
5.0
 %
 
411,153

 
13.4
%
4th Quarter 2017
 
41

 
5,888,396

 
94,707

 
3.4

 
260,575

 
2.75

 
17.76

 
18.46

 
(66,019
)
 
(3.8
)%
 
69,983

 
4.2
%
3rd Quarter 2017
 
49

 
12,691,808

 
168,487

 
4.0

 
393,084

 
2.33

 
17.30

 
17.04

 
44,042

 
1.5
 %
 
270,777

 
9.5
%
Total - 12 months
 
206

 
$
42,752,347

 
528,996

 
4.2

 
$
1,690,739

 
$
3.20

 
$
18.11

 
$
17.79

 
$
170,556

 
1.8
 %
 
$
882,803

 
9.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable New Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2nd Quarter 2018
 
9

 
$
2,276,805

 
19,045

 
5.3

 
$
80,156

 
$
4.21

 
$
18.95

 
$
18.15

 
$
15,162

 
4.4
 %
 
$
40,356

 
12.2
%
1st Quarter 2018
 
13

 
2,054,761

 
17,866

 
4.7

 
171,227

 
9.58

 
24.77

 
23.29

 
26,477

 
6.4
 %
 
46,624

 
12.1
%
4th Quarter 2017
 
6

 
571,405

 
7,812

 
4.1

 
102,064

 
13.07

 
18.01

 
16.56

 
11,375

 
8.8
 %
 
11,509

 
9.4
%
3rd Quarter 2017
 
13

 
4,198,032

 
60,574

 
3.8

 
222,992

 
3.68

 
15.68

 
17.24

 
(94,183
)
 
(9.0
)%
 
82,008

 
8.0
%
Total - 12 months
 
41

 
$
9,101,003

 
105,297

 
4.3

 
$
576,439

 
$
5.47

 
$
17.99

 
$
18.38

 
$
(41,169
)
 
(2.1
)%
 
$
180,497

 
9.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
Comparable Renewal Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2nd Quarter 2018
 
35

 
$
4,466,079

 
82,902

 
3.1

 
$
80,744

 
$
0.97

 
$
15.54

 
$
15.33

 
$
17,315

 
1.4
 %
 
$
90,534

 
7.3
%
1st Quarter 2018
 
59

 
15,374,498

 
145,989

 
5.3

 
704,953

 
4.83

 
19.82

 
18.91

 
133,579

 
4.8
 %
 
364,529

 
13.6
%
4th Quarter 2017
 
35

 
5,316,991

 
86,895

 
3.3

 
158,511

 
1.82

 
17.74

 
18.63

 
(77,394
)
 
(4.8
)%
 
58,474

 
3.8
%
3rd Quarter 2017
 
36

 
8,493,776

 
107,913

 
4.0

 
170,092

 
1.58

 
18.20

 
16.92

 
138,225

 
7.6
 %
 
188,769

 
10.4
%
Total - 12 months
 
165

 
$
33,651,344

 
423,699

 
4.1

 
$
1,114,300

 
$
2.63

 
$
18.14

 
$
17.64


$
211,725

 
2.8
 %
 
$
702,306

 
9.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

25



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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2nd Quarter 2018
 
65

 
$
16,679,049

 
179,274

 
4.7

 
$
625,455

 
$
3.49

 
$
16.51

 
 
 
 
 
 
 
 
 
 
1st Quarter 2018
 
93

 
24,542,944

 
230,983

 
5.3

 
1,498,304

 
6.49

 
19.29

 
 
 
 
 
 
 
 
 
 
4th Quarter 2017
 
53

 
10,969,822

 
144,267

 
5.4

 
1,154,433

 
8.00

 
16.36

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2017
 
67

 
16,337,364

 
201,742

 
4.1

 
566,574

 
2.81

 
18.21

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
278

 
$
68,529,179

 
756,266

 
4.9

 
$
3,844,766

 
$
5.08

 
$
17.79

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2nd Quarter 2018
 
30

 
$
12,212,970

 
96,372

 
6.2

 
$
544,711

 
$
5.65

 
$
17.35

 
 
 
 
 
 
 
 
 
 
1st Quarter 2018
 
34

 
9,168,446

 
84,994

 
5.4

 
793,351

 
9.33

 
18.38

 
 
 
 
 
 
 
 
 
 
4th Quarter 2017
 
16

 
5,066,334

 
50,746

 
8.9

 
864,662

 
17.04

 
13.18

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2017
 
31

 
7,843,588

 
93,829

 
4.1

 
396,482

 
4.23

 
18.23

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
111

 
$
34,291,338

 
325,941

 
5.8

 
$
2,599,206

 
$
7.97

 
$
17.22

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Renewal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2nd Quarter 2018
 
35

 
$
4,466,079

 
82,902

 
3.1

 
$
80,744

 
$
0.97

 
$
15.54

 
 
 
 
 
 
 
 
 
 
1st Quarter 2018
 
59

 
15,374,498

 
145,989

 
5.3

 
704,953

 
4.83

 
19.82

 
 
 
 
 
 
 
 
 
 
4th Quarter 2017
 
37

 
5,903,488

 
93,521

 
3.5

 
289,771

 
3.10

 
18.09

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2017
 
36

 
8,493,776

 
107,913

 
4.0

 
170,092

 
1.58

 
18.20

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
167

 
$
34,237,841

 
430,325

 
4.2

 
$
1,245,560

 
$
2.89

 
$
18.21

 
 
 
 
 
 
 
 
 
 

(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.


26



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

 
 
 
 
 
 
 
 
Annualized Base Rent(2)
 
 
 
 
Gross Leasable Area
 
as of June 30, 2018
Year
 
Number of
Leases
 
Square Feet
 
Percent
of Gross Leasable Area
 
Amount
(in thousands)
 
Percent of
Total
 
Per Square Foot
2018
 
294

 
613,298

 
9.5
%
 
$
8,592

 
9.0
%
 
$
14.01

2019
 
325

 
821,442

 
12.7
%
 
14,448

 
15.1
%
 
17.59

2020
 
275

 
1,000,583

 
15.4
%
 
15,591

 
16.3
%
 
15.58

2021
 
232

 
678,629

 
10.5
%
 
11,606

 
12.1
%
 
17.10

2022
 
195

 
771,389

 
11.9
%
 
12,748

 
13.3
%
 
16.53

2023
 
142

 
532,873

 
8.2
%
 
7,970

 
8.3
%
 
14.96

2024
 
53

 
431,174

 
6.7
%
 
7,147

 
7.5
%
 
16.58

2025
 
47

 
182,462

 
2.8
%
 
3,823

 
4.0
%
 
20.95

2026
 
23

 
173,228

 
2.7
%
 
3,331

 
3.5
%
 
19.23

2027
 
29

 
192,401

 
3.0
%
 
3,886

 
4.1
%
 
20.20

Total
 
1,615

 
5,397,479

 
83.4
%
 
$
89,142

 
93.2
%
 
$
16.52


(1) 
Lease expirations table reflects rents in place as of June 30, 2018, and does not include option periods.

(2) 
Annualized Base Rent represents the monthly base rent as of June 30, 2018 for each tenant multiplied by 12.

27



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

 
 
 
 
 
 
 
 
Annualized Base Rent(2)
 
 
 
 
Gross Leasable Area
 
as of June 30, 2018
Year
 
Number of
Leases
 
Square Feet
 
Percent
of Gross Leasable Area
 
Amount
(in thousands)
 
Percent of
Total
 
Per Square Foot
2018
 
202

 
364,109

 
7.4
%
 
$
5,926

 
7.2
%
 
$
16.28

2019
 
256

 
596,303

 
12.0
%
 
11,848

 
14.4
%
 
19.87

2020
 
211

 
753,566

 
15.2
%
 
13,050

 
15.8
%
 
17.32

2021
 
184

 
509,983

 
10.3
%
 
9,604

 
11.6
%
 
18.83

2022
 
165

 
667,388

 
13.5
%
 
11,422

 
13.9
%
 
17.11

2023
 
120

 
418,003

 
8.4
%
 
6,850

 
8.3
%
 
16.39

2024
 
50

 
410,038

 
8.3
%
 
6,756

 
8.2
%
 
16.48

2025
 
41

 
152,485

 
3.1
%
 
3,530

 
4.3
%
 
23.15

2026
 
22

 
168,533

 
3.4
%
 
3,331

 
4.0
%
 
19.76

2027
 
26

 
175,370

 
3.5
%
 
3,507

 
4.3
%
 
20.00

Total
 
1,277

 
4,215,778

 
85.1
%
 
$
75,824

 
92.0
%
 
$
17.99


(1) 
Lease expirations table reflects rents in place as of June 30, 2018, and does not include option periods.

(2) 
Annualized Base Rent represents the monthly base rent as of June 30, 2018 for each tenant multiplied by 12.


28



Whitestone REIT and Subsidiaries
2018 FINANCIAL GUIDANCE
(all amounts in thousands, except shares, per share numbers and percentages)
 
 
Six Months
 
Projected Range
 
 
Ended
 
Full Year 2018
 
 
June 30, 2018
 
Low
 
High
Net income attributable to Whitestone REIT per common share and OP unit - diluted
 
$
0.11

 
$
0.27

 
$
0.32

FFO per common share and OP unit - diluted
 
$
0.45

 
$
0.96

 
$
1.01

FFO Core per common share and OP unit - diluted
 
$
0.60

 
$
1.19

 
$
1.24

 
 
 
 
 
 
 
Operating Assumptions
 
 
 
 
 
 
Same Store NOI growth - wholly owned properties
 
3.5
%
 
2.5
 %
 
3.7
%
Same Store NOI growth - Pillarstone OP
 
6.2
%
 
(2.0
)%
 
2.0
%
Same Store NOI growth - all properties
 
3.8
%
 
2.0
 %
 
3.5
%
 
 
 
 
 
 
 
Ending occupancy - wholly owned properties
 
91.3
%
 
90.5
 %
 
91.5
%
Ending occupancy - Pillarstone OP
 
77.3
%
 
80.5
 %
 
81.5
%
Ending occupancy - all properties
 
88.0
%
 
88.2
 %
 
89.2
%
 
 
 
 
 
 
 
General and administrative expense (excluding acquisition and proxy contest costs) as a % of total property revenue
 
15.6
%
 
16.3
 %
 
15.5
%
 
 
 
 
 
 
 
Net debt to adjusted EBITDA - Year End
 
8.50X

 
8.40X

 
8.20X

Average interest rate on all debt
 
3.9
%
 
4.1
 %
 
4.1
%
Weighted average shares and OP units
 
41,577

 
41,672

 
41,672




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 cost of our 2018 annual meeting proxy contest or the operational or capital impact of any future unannounced acquisition or disposition activity. Estimates involve numerous assumptions such as rental income, interest rates, tenant default, occupancy rates, expenses, the consolidation of the Company's non-wholly owned portfolio of non-retail assets and numerous other factors, and excludes potential future acquisitions and dispositions, acquisition and disposition transaction income and expenses and professional service fees. Not all of the factors are determinable at this time and actual results may vary from the projected results, and may be above or below the range indicated. We will update our guidance, on a quarterly basis, or more often as needed, reflecting the impact of acquisition volume and other factors.

29



RECONCILIATION OF NON-GAAP MEASURES - 2018 FINANCIAL GUIDANCE
(per diluted common share and OP unit)
 
 
Six Months
 
Projected Range
 
 
Ended
 
Full Year 2018
Guidance:
 
June 30, 2018
 
Low
 
High
Net income attributable to Whitestone REIT
 
$
0.11

 
$
0.27

 
$
0.32

 
 
 
 
 
 
 
Adjustments to reconcile net income to FFO(1):
 
 
 
 
 
 
Depreciation expense, amortization, gain on disposal of assets
 
0.34

 
0.68

 
0.68

Net income attributable to noncontrolling interests
 

 
0.01

 
0.01

    FFO
 
$
0.45

 
$
0.96

 
$
1.01

 
 
 
 
 
 
 
Adjustments to reconcile FFO to FFO Core:
 
 
 
 
 
 
Proxy contest professional fees
 
0.07

 

 

Acquisition pursuit and transaction costs
 

 
0.02

 
0.02

Share based compensation expense
 
0.08

 
0.21

 
0.21

     FFO Core
 
$
0.60

 
$
1.19

 
$
1.24


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

Note: Estimates involve numerous assumptions such as rental income, interest rates, tenant default, occupancy rates, expenses, the consolidation of the Company's non-wholly owned portfolio of non-retail assets and numerous other factors, and excludes potential future acquisitions and dispositions, acquisition and disposition transaction income and expenses and professional service fees. Not all of the factors are determinable at this time and actual results may vary from the projected results, and may be above or below the range indicated. The above range represents managements estimate of results based upon these assumptions as of the date of this press release.

30



Whitestone REIT and Subsidiaries
Property Details
As of June 30, 2018

 
 
Community Name
 
 
 
Location
 
 
Year Built/
Renovated
 
Gross Leasable
Square Feet
 
Percent
Occupied at
6/30/2018
 
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

 
86
%
 
$
778

 
$
12.45

 
$
12.74

Anthem Marketplace
 
Phoenix
 
2000
 
113,293

 
97
%
 
1,806

 
16.43

 
16.27

Bissonnet Beltway
 
Houston
 
1978
 
29,205

 
74
%
 
306

 
14.16

 
13.84

BLVD Place
 
Houston
 
2014
 
216,944

 
99
%
 
8,459

 
39.39

 
42.57

The Citadel
 
Phoenix
 
2013
 
28,547

 
84
%
 
476

 
19.85

 
17.39

City View Village
 
San Antonio
 
2005
 
17,870

 
93
%
 
485

 
29.18

 
29.49

Davenport Village
 
Austin
 
1999
 
128,934

 
100
%
 
3,189

 
24.73

 
25.56

Desert Canyon
 
Phoenix
 
2000
 
62,533

 
87
%
 
735

 
13.51

 
13.99

Eldorado Plaza
 
Dallas
 
2004
 
221,577

 
98
%
 
3,115

 
14.35

 
14.88

Fountain Hills
 
Phoenix
 
2009
 
111,289

 
86
%
 
1,621

 
16.94

 
17.05

Fountain Square
 
Phoenix
 
1986
 
118,209

 
88
%
 
1,800

 
17.30

 
16.66

Fulton Ranch Towne Center
 
Phoenix
 
2005
 
120,575

 
83
%
 
1,725

 
17.24

 
18.01

Gilbert Tuscany Village
 
Phoenix
 
2009
 
49,415

 
100
%
 
907

 
18.35

 
18.78

Gilbert Tuscany Village Hard Corner
 
Phoenix
 
2009
 
14,603

 
100
%
 
124

 
8.49

 
8.77

Heritage Trace Plaza
 
Dallas
 
2006
 
70,431

 
96
%
 
1,566

 
23.16

 
23.18

Headquarters Village
 
Dallas
 
2009
 
89,134

 
83
%
 
2,029

 
27.43

 
31.62

Keller Place
 
Dallas
 
2001
 
93,541

 
98
%
 
986

 
10.76

 
11.40

Kempwood Plaza
 
Houston
 
1974
 
93,161

 
84
%
 
921

 
11.77

 
12.64

La Mirada
 
Phoenix
 
1997
 
147,209

 
80
%
 
2,463

 
20.91

 
21.62

Lion Square
 
Houston
 
2014
 
117,592

 
98
%
 
1,363

 
11.83

 
12.57

The Marketplace at Central
 
Phoenix
 
2012
 
111,130

 
99
%
 
997

 
9.06

 
8.65

Market Street at DC Ranch
 
Phoenix
 
2003
 
242,459

 
93
%
 
4,403

 
19.53

 
19.33

Mercado at Scottsdale Ranch
 
Phoenix
 
1987
 
118,730

 
84
%
 
1,455

 
14.59

 
16.14

Paradise Plaza
 
Phoenix
 
1983
 
125,898

 
87
%
 
1,525

 
13.92

 
13.96

Parkside Village North
 
Austin
 
2005
 
27,045

 
100
%
 
784

 
28.99

 
30.25

Parkside Village South
 
Austin
 
2012
 
90,101

 
98
%
 
2,334

 
26.43

 
26.68

Pima Norte
 
Phoenix
 
2007
 
35,110

 
68
%
 
406

 
17.01

 
17.68

Pinnacle of Scottsdale
 
Phoenix
 
1991
 
113,108

 
96
%
 
2,277

 
20.97

 
21.35

Pinnacle Phase II
 
Phoenix
 
2017
 
27,063

 
91
%
 
648

 
26.31

 
28.99

The Promenade at Fulton Ranch
 
Phoenix
 
2007
 
98,792

 
87
%
 
1,117

 
13.00

 
16.23

Providence
 
Houston
 
1980
 
90,327

 
97
%
 
819

 
9.35

 
9.68

Quinlan Crossing
 
Austin
 
2012
 
109,892

 
91
%
 
2,164

 
21.64

 
23.20

Seville
 
Phoenix
 
1990
 
90,042

 
72
%
 
2,197

 
33.89

 
34.34

Shaver
 
Houston
 
1978
 
21,926

 
100
%
 
308

 
14.05

 
14.00

Shops at Pecos Ranch
 
Phoenix
 
2009
 
78,767

 
100
%
 
1,667

 
21.16

 
21.07

Shops at Starwood
 
Dallas
 
2006
 
55,385

 
88
%
 
1,466

 
30.08

 
30.39

The Shops at Williams Trace
 
Houston
 
1985
 
132,991

 
96
%
 
1,823

 
14.28

 
14.62

South Richey
 
Houston
 
1980
 
69,928

 
97
%
 
698

 
10.29

 
10.67

Spoerlein Commons
 
Chicago
 
1987
 
41,455

 
73
%
 
669

 
22.11

 
21.51

The Strand at Huebner Oaks
 
San Antonio
 
2000
 
73,920

 
93
%
 
1,500

 
21.82

 
22.08

SugarPark Plaza
 
Houston
 
1974
 
95,032

 
100
%
 
1,169

 
12.30

 
12.50

Sunridge
 
Houston
 
1979
 
49,359

 
83
%
 
524

 
12.79

 
12.50

Sunset at Pinnacle Peak
 
Phoenix
 
2000
 
41,530

 
82
%
 
639

 
18.76

 
18.26

Terravita Marketplace
 
Phoenix
 
1997
 
102,733

 
95
%
 
1,348

 
13.81

 
14.62

Torrey Square
 
Houston
 
1983
 
105,766

 
88
%
 
779

 
8.37

 
8.14

Town Park
 
Houston
 
1978
 
43,526

 
100
%
 
950

 
21.83

 
21.23

Village Square at Dana Park
 
Phoenix
 
2009
 
323,026

 
90
%
 
6,004

 
20.65

 
20.77

Westchase
 
Houston
 
1978
 
50,332

 
86
%
 
580

 
13.40

 
13.10

Williams Trace Plaza
 
Houston
 
1983
 
129,222

 
92
%
 
1,778

 
14.96

 
14.91

Windsor Park
 
San Antonio
 
2012
 
196,458

 
97
%
 
1,928

 
10.12

 
10.16

Woodlake Plaza
 
Houston
 
1974
 
106,169

 
85
%
 
1,497

 
16.59

 
16.05

Total/Weighted Average - Whitestone Properties
 
 
 
 
 
4,913,934

 
91
%
 
81,307

 
18.18

 
18.70

Whitestone Development Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shops at Starwood Phase III
 
Dallas
 
2016
 
35,351

 
72
%
 
$
933

 
36.66

 
$
37.28

Total/Weighted Average - Development Properties (4)
 
 
 
 
 
35,351

 
72
%
 
933

 
36.66

 
37.28

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total/Weighted Average - Whitestone Properties
 
 
 
 
 
4,949,285

 
91
%
 
82,240

 
18.26

 
18.78

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pillarstone Properties:
 
 
 
 
 
  
 
 
 
  
 
  
 
 
9101 LBJ Freeway
 
Dallas
 
1985
 
125,874

 
68
%
 
$
978

 
$
11.43

 
$
14.17

Corporate Park Northwest
 
Houston
 
1981
 
174,359

 
77
%
 
1,680

 
12.51

 
12.60

Corporate Park West
 
Houston
 
1999
 
175,665

 
79
%
 
1,656

 
11.93

 
11.59

Corporate Park Woodland
 
Houston
 
2000
 
99,937

 
76
%
 
867

 
11.42

 
11.28

Corporate Park Woodland II
 
Houston
 
2000
 
14,344

 
100
%
 
230

 
16.03

 
16.10

Dairy Ashford
 
Houston
 
1981
 
42,902

 
62
%
 
195

 
7.33

 
7.14

Holly Hall Industrial Park
 
Houston
 
1980
 
90,000

 
76
%
 
544

 
7.95

 
7.40

Holly Knight
 
Houston
 
1984
 
20,015

 
100
%
 
398

 
19.89

 
19.49

Interstate 10 Warehouse
 
Houston
 
1980
 
151,000

 
60
%
 
507

 
5.60

 
5.43

Main Park
 
Houston
 
1982
 
113,410

 
86
%
 
640

 
6.56

 
7.51

Plaza Park
 
Houston
 
1982
 
105,530

 
62
%
 
580

 
8.86

 
8.53

Uptown Tower
 
Dallas
 
1982
 
253,981

 
84
%
 
4,104

 
19.24

 
19.70

Westbelt Plaza
 
Houston
 
1978
 
65,619

 
82
%
 
513

 
9.53

 
10.54

Westgate Service Center
 
Houston
 
1984
 
97,225

 
100
%
 
781

 
8.03

 
8.00

Total/Weighted Average - Pillarstone Properties
 
 
 
 
 
1,529,861

 
77
%
 
13,673

 
11.61

 
11.90

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land Held for Development:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anthem Marketplace
 
Phoenix
 
N/A
 

 

 
$

 
$

 
$

BLVD Phase II-B
 
Houston
 
N/A
 

 

 

 

 

Dana Park Development
 
Phoenix
 
N/A
 

 

 

 

 

Eldorado Plaza Development
 
Dallas
 
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
 
 
 
 
 
6,479,146

 
88
%
 
$
95,913

 
$
16.82

 
$
17.29

 
(1)   
Calculated as the tenant's actual June 30, 2018 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of June 30, 2018. 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 June 30, 2018 equaled approximately $305,000 for the month ended June 30, 2018.
 
(2)   
Calculated as annualized base rent divided by gross leasable area leased as of June 30, 2018.  Excludes vacant space as of June 30, 2018.

(3) 
Represents (i) the contractual base rent for leases in place as of June 30, 2018, 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 June 30, 2018.

(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 June 30, 2018, these parcels of land were held for development and, therefore, had no gross leasable area.


31


suppbackjune2018.jpg