EX-99.2 3 exhibit992supplementaloper.htm EXHIBIT 99.2 Exhibit
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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 March 31, 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
1,306 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: 39.2 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, 2018 provided a 46% premium rental rate compared to our larger
     1.1 Million
 
space tenants. The largest of our 1,306 tenants at our wholly-owned properties comprised only 3.0% of our
 
 
annualized base rental revenues for the three months ended March 31, 2018.
Distribution (per share / unit):
 
 
 
 
 
 
 
 
Quarter: $ 0.2850
 
Investor Relations:
 
 
 
 
Annualized: $ 1.1400
 
Whitestone REIT
 
 
 
 
 
ICR Inc.
Dividend Yield: 10.2%**
 
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
 
Hilliard Lyons
 
JMP Securities
 
Ladenburg Thalmann
 
Maxim Group
Jack L. Mahaffey
 
Carol L. Kemple
 
Mitch Germain
 
Daniel P. Donlan
 
Michael Diana
James C. Mastandrea
 
502.588.1839
 
212.906.3546
 
212.409.2056
 
212.895.3641
David F. Taylor
 
ckemple@hilliard.com
 
mgermain@jmpsecurities.com
 
ddonlan@ladenburg.com
 
mdiana@maximgrp.com
Trustee Emeritus:
 
 
 
 
 
 
 
 
Daniel G. DeVos
 
Robert W. Baird & Co.
 
SunTrust Robinson Humphrey
 
Wunderlich Securities, Inc.
 
 
 
 
RJ Milligan
 
Ki Bin Kim, CFA
 
Craig Kucera
 
 
* As of May 4, 2018
 
813.273.8252
 
212.303.4124
 
540.277.3366
 
 
** Based on common share price
 
rjmilligan@rwbaird.com
 
kibin.kim@suntrust.com
 
ckucera@wundernet.com
 
 
of $11.14 as of close of market on
 
 
 
 
 
 
 
 
May 4, 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.

1


Whitestone REIT Reports First Quarter 2018 Results

-Operating Portfolio Occupancy Increases 233 Basis Points to 90.9% from the Prior-Year Quarter-
-Annualized Base Rent per Leased Squared Foot Grows 6.6% to $18.50 from the Prior-Year Quarter-
-Record Leasing Volume: 373,511 SF and $29.7 Million in Total Lease Value-
-Reaffirms 2018 Full Year Guidance-


HOUSTON, May 7, 2018 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced operating and financial results for the first quarter ended March 31, 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 presented in this news release are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.

First Quarter 2018 Compared to First Quarter 2017:

18.9% growth in revenues to $33.6 million
Increase in net income attributable to Whitestone REIT to $3.0 million and $0.07 per share vs. $1.4 million and $0.04 per share
23.2% growth in net operating income (“NOI”) to $23.2 million
3.9% same store NOI growth in wholly owned portfolio. 4.2% same store NOI growth including consolidated partnership properties
37.1% increase in Funds from Operations (“FFO”) to $10.0 million or $0.24 per share vs. $7.3 million or $0.23 per share
23.9% increase in FFO Core to $12.6 million or $0.31 per share vs. $10.2 million or $0.32 per share
6.6% increase in Annualized Base Rent (“ABR”) per leased square foot to $18.50
13.4% increase in rental rates on new and renewal leases blended on a GAAP basis for the quarter and 9.1% for the trailing twelve months
Incurred professional fees of $0.7 million in 2018 for proxy contest

Jim Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT commented, “2018 is off to a great start for Whitestone, evidenced by our best leasing quarter since the Company's public listing in 2010. Our team's efforts are delivering outstanding results including company records for leasing volume, total square footage leased, and total value of leases signed in the first quarter. We also ended the quarter approaching 91% occupancy in our community centered service oriented portfolio in high growth markets. Whitestone continues to drive long-term shareholder value through its differentiated, E-Commerce Resistant business model.”

Real Estate Portfolio Update

Community Centered PropertiesTM Portfolio Statistics:

As of March 31, 2018, Whitestone wholly owned 58 Community Centered PropertiesTM with 4.9 million square feet of gross leasable area (“GLA”). Whitestone’s Retail Community Centered PropertiesTM 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 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. (“Pillarstone” or “Pillarstone OP”).


2


At the end of the first quarter, the Company's diversified tenant base in our wholly-owned properties comprised 1,306 tenants, with the largest tenant accounting for only 3.0% 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 of 2018, the leasing team signed 127 leases totaling 373,511 square feet in new, expansion and renewal leases, compared to 91 leases totaling 220,293 square feet in the first quarter of 2017. The total lease value was $29.7 million compared to $16.3 million during the same period last year

The Company's total operating portfolio occupancy stood at 90.9% at quarter end, up 233 basis points from 88.6% at March 31, 2017.

Disposition Activity:

In February 2018, the Company completed the sale of Bellnott Square, in Houston, Texas, for $4.7 million. This disposition was consistent with the Company's strategy of recycling capital by disposing of Non-Core Properties. A gain on sale of approximately $0.3 million was recorded for the sale.

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 $223.9 million, or 24.2%, to $1.148 billion at March 31, 2018 compared to March 31, 2017.

Liquidity, Debt and Credit Facility:

As of March 31, 2018, 49 of the Whitestone's wholly-owned 58 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $751.5 million. The Company had total real estate debt, net of cash of $658.9 million, of which $428.13 million, or 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 fourth quarter was 3.9% and the weighted average remaining term was 5.0 years.

At quarter end, Whitestone had $9.3 million of cash available on its balance sheet and $58.8 million of available capacity under its credit facility, before the $200 million accordion option.

Dividend

On March 6, 2018, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the second quarter of 2018, to be paid in three equal installments of $0.095 in April, May and June 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 expenses related to the 2018 Annual Meeting proxy contest or the operational or capital impact of any future unannounced acquisition or 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.


3


Accounting Treatment of Pillarstone
In November 2017, we received a comment letter from the Staff 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 should be consolidated in our financial statements in accordance with GAAP. 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 exception to our determination that Pillarstone should be consolidated in our financial statements, but noted that the terms of the Management Agreements with Pillarstone may warrant a going forward evaluation of such matters and suggested we consider pre-clearing future accounting treatment of Pillarstone.
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 prior advice, and after consultation with our outside accounting advisors, that it would be prudent to seek the pre-clearance of the Staff of the Office of the Chief Accountant (the “OCA”) with respect to our determination that Pillarstone should continue to be consolidated in our financial statements. Notwithstanding the Staff’s prior decision that it would not object to or otherwise take exception to our financial statement presentation relating to Pillarstone, the Staff of the OCA informed us that it objects to the consolidation of Pillarstone in our financial statements since the transaction in December 2016. We and our independent registered public accounting firm continue to believe that our accounting treatment of Pillarstone is correct. As a result, we are seeking a formal appeal to the Chief Accountant of the SEC of the determination of the Staff of the OCA, which is pending as of this date.

If our appeal with the SEC is unsuccessful, we will not be permitted to consolidate Pillarstone in our financial statements under Variable Interest Entity accounting rules. While we believe the impact to net income, FFO and FFO Core resulting from this change would result in a nominal increase in these metrics, nonetheless, the changes to our financial statements may require us to restate or revise our historical financial statements for the years ended December 31, 2016 and 2017 and the interim periods that are affected.

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 Monday, May 7, 2018 at 5:00 P.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) 289-0438
Toll Number (for international participants):        (323) 794-2423

The conference call will be recorded and a telephone replay will be available through May 17, 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):            8315079


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.

4



About Whitestone REIT

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 outcome of our appeal regarding our accounting treatment of Pillarstone, 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, including those in connection with the recent proposed nomination of trustees by a shareholder of the Company; the Company’s ability to fund from cash flows or otherwise distributions to its shareholders at current rates or at all; 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.

5



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.

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.

Additional Information

Whitestone REIT, its trustees and certain of its executive officers and Innisfree M&A Incorporated on their behalf may be deemed to be participants in the solicitation of proxies from Company shareholders in connection with the matters to be considered at the Company’s 2018 Annual Meeting. The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Company shareholders. COMPANY SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of the Company’s trustees and executive officers in Company common shares and other securities is included in their SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website (www.whitestonereit.com) in the section “Investor Relations” or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s Annual Report on Form 10-K. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Company’s 2018 Annual Meeting. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at www.whitestonereit.com.

(1)Source: Claritas, April 2017 

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Whitestone REIT Contacts:
Investors Contact:
Kevin Reed, Director of Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com

Proxy Solicitation Contacts:
Arthur Crozier or Larry Miller
Innisfree M&A Incorporated
(212) 750-5833

Media Contacts:
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel
(212) 355-4449
Or
Amy Feng
(415) 869-3950







7



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

 
 
March 31, 2018
 
December 31, 2017
 
 
(unaudited)
 
 
ASSETS
Real estate assets, at cost
 
 
 
 
Property
 
$
1,148,176

 
$
1,149,454

Accumulated depreciation
 
(135,599
)
 
(131,034
)
Total real estate assets
 
1,012,577

 
1,018,420

Cash and cash equivalents
 
9,337

 
7,817

Restricted cash
 
257

 
205

Marketable securities
 

 
32

Escrows and acquisition deposits
 
6,690

 
10,104

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
24,675

 
23,504

Unamortized lease commissions and loan costs
 
8,260

 
8,422

Prepaid expenses and other assets
 
9,451

 
6,263

Total assets
 
$
1,071,247

 
$
1,074,767

 
 
 
 
 
LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
Notes payable
 
$
668,526

 
$
659,068

Accounts payable and accrued expenses
 
30,198

 
39,030

Tenants' security deposits
 
7,028

 
6,885

Dividends and distributions payable
 
11,489

 
11,466

Total liabilities
 
717,241

 
716,449

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, 2018 and December 31, 2017, respectively
 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 39,179,540 and 39,221,773 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
 
38

 
38

Additional paid-in capital
 
522,730

 
521,314

Accumulated deficit
 
(184,853
)
 
(176,684
)
Accumulated other comprehensive gain
 
5,528

 
2,936

Total Whitestone REIT shareholders' equity
 
343,443

 
347,604

Noncontrolling interests:
 
 
 
 
Redeemable operating partnership units
 
10,642

 
10,800

Noncontrolling interest in Consolidated Partnership
 
(79
)
 
(86
)
Total noncontrolling interests
 
10,563

 
10,714

Total equity
 
354,006

 
358,318

Total liabilities and equity
 
$
1,071,247

 
$
1,074,767





8



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

 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Property revenues
 
 
 
 
Rental revenues
 
$
24,946

 
$
21,296

Other revenues
 
8,650

 
6,971

Total property revenues
 
33,596

 
28,267

 
 
 
 
 
Property expenses
 
 
 
 
Property operation and maintenance
 
5,708

 
5,494

Real estate taxes
 
4,657

 
3,920

Total property expenses
 
10,365

 
9,414

 
 
 
 
 
Other expenses (income)
 
 
 
 
General and administrative
 
6,314

 
6,169

Depreciation and amortization
 
7,221

 
6,008

Interest expense
 
6,501

 
5,153

Interest, dividend and other investment income
 
(99
)
 
(138
)
Total other expense
 
19,937

 
17,192

 
 
 
 
 
Income before gain (loss) on sale or disposal of properties or assets and income taxes
 
3,294

 
1,661

 
 
 
 
 
Provision for income taxes
 
(129
)
 
(81
)
Gain on sale of properties
 
266

 

Loss on sale or disposal of assets
 
(197
)
 
(23
)
 
 
 
 
 
Net income
 
3,234

 
1,557

 
 
 
 
 
Redeemable operating partnership units
 
84

 
53

Non-controlling interests in Consolidated Partnership
 
122

 
64

Less: Net income attributable to noncontrolling interests
 
206

 
117

 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
3,028

 
$
1,440


9


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

 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Basic Earnings Per Share:
 
 
 
 
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
 
$
0.08

 
$
0.05

Diluted Earnings Per Share:
 
 
 
 
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
 
$
0.07

 
$
0.04

 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
Basic
 
39,066

 
29,416

Diluted
 
40,088

 
30,409

 
 
 
 
 
Distributions declared per common share / OP unit
 
$
0.2850

 
$
0.2850

 
 
 
 
 
Consolidated Statements of Comprehensive Income
 
 
 
 
 
 
 
 
 
Net income
 
$
3,234

 
$
1,557

 
 
 
 
 
Other comprehensive gain
 
 
 
 
 
 
 
 
 
Unrealized gain on cash flow hedging activities
 
2,645

 
732

Unrealized gain on available-for-sale marketable securities
 
18

 

 
 
 
 
 
Comprehensive income
 
5,897

 
2,289

 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
206

 
117

Less: Comprehensive gain attributable to noncontrolling interests
 
71

 
26

 
 
 
 
 
Comprehensive income attributable to Whitestone REIT
 
$
5,620

 
$
2,146



10


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
Net income
 
$
3,234

 
$
1,557

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

 
 

Depreciation and amortization
 
7,221

 
6,008

Amortization of deferred loan costs
 
327

 
310

Amortization of notes payable discount
 

 
149

Loss on sale of marketable securities
 
20

 

Loss (gain) on sale or disposal of assets and properties
 
(69
)
 
23

Bad debt expense
 
478

 
609

Share-based compensation
 
1,845

 
2,447

Changes in operating assets and liabilities:
 
 
 
 
Escrows and acquisition deposits
 
3,414

 
880

Accrued rent and accounts receivable
 
(1,649
)
 
(1,338
)
Unamortized lease commissions
 
(493
)
 
(383
)
Prepaid expenses and other assets
 
494

 
444

Accounts payable and accrued expenses
 
(8,828
)
 
(9,977
)
Tenants' security deposits
 
143

 
154

Net cash provided by operating activities
 
6,137

 
883

Cash flows from investing activities:
 
 

 
 

Additions to real estate
 
(5,090
)
 
(4,556
)
Proceeds from sales of properties
 
4,433

 

Proceeds from sales of marketable securities
 
30

 

Net cash used in investing activities
 
(627
)
 
(4,556
)
Cash flows from financing activities:
 
 

 
 

Distributions paid to common shareholders
 
(11,145
)
 
(8,453
)
Distributions paid to OP unit holders
 
(309
)
 
(313
)
Distributions paid to noncontrolling interest in Consolidated Partnership
 
(115
)
 

Proceeds from issuance of common shares, net of offering costs
 

 
5,334

Net proceeds from credit facility
 
9,000

 
11,000

Repayments of notes payable
 
(903
)
 
(869
)
Repurchase of common shares
 
(466
)
 
(591
)
Net cash provided by (used in) financing activities
 
(3,938
)
 
6,108

Net increase in cash, cash equivalents and restricted cash
 
1,572

 
2,435

Cash, cash equivalents and restricted cash at beginning of period
 
8,022

 
4,224

Cash, cash equivalents and restricted cash at end of period
 
$
9,594

 
$
6,659





11



Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(unaudited)
(in thousands)
 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
Supplemental disclosure of cash flow information:
 
 

 
 

Cash paid for interest
 
$
6,316

 
$
4,936

Non cash investing and financing activities:
 
 

 
 

Disposal of fully depreciated real estate
 
$

 
$
70

Financed insurance premiums
 
$
1,273

 
$
1,115

Value of shares issued under dividend reinvestment plan
 
$
33

 
$
33

Value of common shares exchanged for OP units
 
$
4

 
$
80

Change in fair value of available-for-sale securities
 
$
18

 
$

Change in fair value of cash flow hedge
 
$
2,645

 
$
732

Reallocation of ownership percentage between parent and subsidiary
 
$

 
$
13

Accrued distribution payable to General Partner's Interest in Consolidated Partnership
 
$

 
$
41




12


Whitestone REIT and Subsidiaries
Consolidating Balance Sheet
As of March 31, 2018
(unaudited)
(in thousands, except share and per unit data)

 
 
Whitestone
 
Pillarstone
 
 
 
 
 
 
REIT
 
OP
 
Eliminations
 
Consolidated
ASSETS
Real estate assets, at cost
 
 
 
 
 
 
 
 
Property
 
$
1,052,361

 
$
95,815

 
$

 
$
1,148,176

Accumulated depreciation
 
(98,789
)
 
(36,810
)
 

 
(135,599
)
Total real estate assets
 
953,572

 
59,005

 

 
1,012,577

Cash and cash equivalents
 
6,976

 
2,361

 

 
9,337

Restricted cash
 
257

 

 

 
257

Escrows and acquisition deposits
 
5,557

 
1,133

 

 
6,690

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
22,572

 
3,556

 
(1,453
)
 
24,675

Unamortized lease commissions and loan costs
 
7,022

 
1,238

 

 
8,260

Prepaid expenses and other assets
 
23,970

 
9

 
(14,528
)
 
9,451

Total assets
 
$
1,019,926

 
$
67,302

 
$
(15,981
)
 
$
1,071,247

 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
 
 
 
 
Notes payable
 
$
619,986

 
$
64,013

 
$
(15,473
)
 
$
668,526

Accounts payable and accrued expenses
 
28,822

 
2,829

 
(1,453
)
 
30,198

Tenants' security deposits
 
5,766

 
1,262

 

 
7,028

Dividends and distributions payable
 
11,489

 

 

 
11,489

Total liabilities
 
666,063

 
68,104

 
(16,926
)
 
717,241

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, 2018 and December 31, 2017, respectively
 

 

 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 39,179,540 and 39,221,773 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively
 
38

 

 

 
38

Additional paid-in capital
 
522,508

 
(723
)
 
945

 
522,730

Accumulated deficit
 
(184,853
)
 

 

 
(184,853
)
Accumulated other comprehensive loss
 
5,528

 

 

 
5,528

Total Whitestone REIT shareholders' equity
 
343,221

 
(723
)
 
945

 
343,443

Redeemable operating partnership units
 
10,642

 

 

 
10,642

Noncontrolling interests in Consolidated Partnership
 

 
(79
)
 

 
(79
)
Noncontrolling interest in subsidiary
 
10,642

 
(79
)
 

 
10,563

Total equity
 
353,863

 
(802
)
 
945

 
354,006

Total liabilities and equity
 
$
1,019,926

 
$
67,302

 
$
(15,981
)
 
$
1,071,247




13


Whitestone REIT and Subsidiaries
Consolidating Statement of Operations
For the Three Months Ended March 31, 2018
(unaudited)
(in thousands, except share data)

 
 
Whitestone
 
Pillarstone
 
 
 
 
 
 
REIT
 
OP
 
Eliminations
 
Consolidated
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
21,671

 
$
3,477

 
$
(202
)
 
$
24,946

Other revenues
 
7,858

 
792

 

 
8,650

Intercompany management fees
 
255

 

 
(255
)
 

Total property revenues
 
29,784

 
4,269

 
(457
)
 
33,596

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
4,964

 
946

 
(202
)
 
5,708

Real estate taxes
 
3,975

 
682

 

 
4,657

Intercompany management fees
 

 
255

 
(255
)
 

Total property expenses
 
8,939

 
1,883

 
(457
)
 
10,365

 
 
 
 
 
 
 
 
 
Other expenses (income)
 
 
 
 
 
 
 
 
General and administrative
 
6,220

 
94

 

 
6,314

Depreciation and amortization
 
6,274

 
947

 

 
7,221

Interest expense
 
5,973

 
667

 
(139
)
 
6,501

Interest, dividend and other investment income
 
(238
)
 

 
139

 
(99
)
Total other expense
 
18,229

 
1,708

 

 
19,937

 
 
 
 
 
 
 
 
 
Income before loss on sale or disposal of assets and income taxes
 
2,616

 
678

 

 
3,294

 
 
 
 
 
 
 
 
 
Provision for income taxes
 
(109
)
 
(20
)
 

 
(129
)
Gain on sale of properties
 
266

 

 

 
266

Loss on sale or disposal of assets
 
(197
)
 

 

 
(197
)
 
 
 
 
 
 
 
 
 
Net income
 
2,576

 
658

 

 
3,234

 
 
 
 
 
 
 
 
 
Redeemable operating partnership units
 
84

 

 

 
84

Non-controlling interests in Consolidated Partnership
 

 
122

 

 
122

Less: Net income attributable to noncontrolling interests
 
84

 
122

 

 
206

 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
2,492

 
$
536

 
$

 
$
3,028



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
 
2018
 
2017
Net income attributable to Whitestone REIT
 
$
3,028

 
$
1,440

  Adjustments to reconcile to FFO:(1)
 
 
 
 
Depreciation and amortization of real estate assets
 
6,977

 
5,795

(Gain) loss on sale or disposal of assets and properties
 
(69
)
 
22

Net income attributable to redeemable operating partnership units
 
84

 
53

FFO
 
10,020

 
7,310

  Adjustments to reconcile to FFO Core:
 
 
 
 
Share-based compensation expense
 
1,908

 
2,451

Proxy contest costs
 
680

 

Acquisition costs
 

 
418

FFO Core
 
$
12,608

 
$
10,179

 
 
 
 
 
FFO PER SHARE AND OP UNIT CALCULATION
 
 
 
 
Numerator:
 
 
 
 
FFO
 
$
10,020

 
$
7,310

Distributions paid on unvested restricted common shares
 
(41
)
 
(91
)
FFO excluding amounts attributable to unvested restricted common shares
 
$
9,979

 
$
7,219

FFO Core excluding amounts attributable to unvested restricted common shares
 
$
12,567

 
$
10,088

Denominator:
 
 
 
 
Weighted average number of total common shares - basic
 
39,066

 
29,416

Weighted average number of total noncontrolling OP units - basic
 
1,083

 
1,100

Weighted average number of total common shares and noncontrolling OP units - basic
 
40,149

 
30,516

 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
Unvested restricted shares
 
1,022

 
993

Weighted average number of total common shares and noncontrolling OP units - diluted
 
41,171

 
31,509

 
 
 
 
 
FFO per common share and OP unit - basic
 
$
0.25

 
$
0.24

FFO per common share and OP unit - diluted
 
$
0.24

 
$
0.23

 
 
 
 
 
FFO Core per common share and OP unit - basic
 
$
0.31

 
$
0.33

FFO Core per common share and OP unit - diluted
 
$
0.31

 
$
0.32

(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
 
 
March 31,
 
 
2018
 
2017
PROPERTY NET OPERATING INCOME
 
 
 
 
Net income attributable to Whitestone REIT
 
$
3,028

 
$
1,440

General and administrative expenses
 
6,314

 
6,169

Depreciation and amortization
 
7,221

 
6,008

Interest expense
 
6,501

 
5,153

Interest, dividend and other investment income
 
(99
)
 
(138
)
Provision for income taxes
 
129

 
81

Gain on sale of properties
 
(266
)
 

Loss on disposal of assets
 
197

 
23

Income from discontinued operations
 

 

Net income attributable to noncontrolling interests
 
206

 
117

NOI
 
$
23,231

 
$
18,853



EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION
 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
3,028

 
$
1,440

Depreciation and amortization
 
7,221

 
6,008

Interest expense
 
6,501

 
5,153

Provision for income taxes
 
129

 
81

Gain on sale of properties
 
(266
)
 

Loss on disposal of assets
 
197

 
23

Net income attributable to noncontrolling interests
 
206

 
117

EBITDA (1)
 
$
17,016

 
$
12,822


 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
 
2018
 
2017
 
2017
 
2017
Net income attributable to Whitestone REIT
 
$
3,028

 
$
1,921

 
$
2,993

 
$
1,983

Depreciation and amortization
 
7,221

 
7,304

 
7,247

 
6,681

Interest expense
 
6,501

 
6,493

 
6,376

 
5,629

Provision for income taxes
 
129

 
90

 
126

 
89

Gain on sale of properties
 
(266
)
 

 

 
(16
)
Loss on disposal of assets
 
197

 
48

 
40

 
72

Net income attributable to noncontrolling interests
 
206

 
104

 
147

 
161

EBITDA (1)
 
$
17,016

 
$
15,960

 
$
16,929

 
$
14,599




(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
 
 
2018
 
2017
 
Change
 
Change
Same Store (50 properties, exclusive of land held for development)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
18,188

 
$
17,994

 
$
194

 
1
 %
Other revenues
 
6,186

 
6,330

 
(144
)
 
(2
)%
Total property revenues
 
24,374

 
24,324

 
50

 
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
4,069

 
4,444

 
(375
)
 
(8
)%
Real estate taxes
 
3,027

 
3,253

 
(226
)
 
(7
)%
Total property expenses
 
7,096

 
7,697

 
(601
)
 
(8
)%
 
 
 
 
 
 
 
 
 
Total Same Store net operating income
 
17,278

 
16,627

 
651

 
4
 %
 
 
 
 
 
 
 
 
 
Non-Same Store (3 Properties, exclusive of land held for development)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
3,484

 
75

 
3,409

 
Not meaningful

Other revenues
 
1,672

 
36

 
1,636

 
Not meaningful

Total property revenues
 
5,156

 
111

 
5,045

 
Not meaningful

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
588

 
49

 
539

 
Not meaningful

Real estate taxes
 
948

 
27

 
921

 
Not meaningful

Total property expenses
 
1,536

 
76

 
1,460

 
Not meaningful

 
 
 
 
 
 
 
 
 
Total Non-Same Store net operating income
 
3,620

 
35

 
3,585

 
Not meaningful

 
 
 
 
 
 
 
 
 
Consolidated Partnership properties (14 Properties)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
3,274

 
3,227

 
47

 
1
 %
Other revenues
 
792

 
605

 
187

 
31
 %
Total property revenues
 
4,066

 
3,832

 
234

 
6
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
1,051

 
1,001

 
50

 
5
 %
Real estate taxes
 
682

 
640

 
42

 
7
 %
Total property expenses
 
1,733

 
1,641

 
92

 
6
 %
 
 
 
 
 
 
 
 
 
Total Consolidated Partnership properties net operating income
 
2,333

 
2,191

 
142

 
6
 %
 
 
 
 
 
 
 
 
 
Total property net operating income
 
23,231

 
18,853

 
4,378

 
23
 %
 
 
 
 
 
 
 
 
 
Less total other expenses, provision for income taxes, gain on sale of properties and gain (loss) on disposal of assets
 
19,997

 
17,296

 
2,701

 
16
 %
 
 
 
 
 
 
 
 
 
Net income
 
$
3,234

 
$
1,557

 
$
1,677

 
108
 %



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, 2018 to the three months ended March 31, 2017, Same Stores include properties owned before January 1, 2017 and not sold before March 31, 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 March 31, 2018 to the three months ended March 31, 2017, Non-Same Stores include properties acquired between January 1, 2017 and March 31, 2018 and properties sold between January 1, 2017 and March 31, 2018, 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,
 
 
2018
 
2017
Other Financial Information:(1)
 
 
 
 
 
 
 
 
 
Tenant improvements (2)
 
$
832

 
$
713

Leasing commissions (2)
 
$
468

 
$
261

Maintenance capital
 
$
1,037

 
$
673

Scheduled debt principal payments
 
$
589

 
$
565

Straight line rent income
 
$
346

 
$
414

Market rent amortization income from acquired leases
 
$
246

 
$
148

Non-cash share-based compensation expense
 
$
1,849

 
$
2,451

Non-real estate depreciation and amortization
 
$
67

 
$
45

Amortization of loan fees
 
$
322

 
$
305

Acquisition costs
 
$

 
$
418

Undepreciated value of unencumbered properties
 
$
757,951

 
$
692,107

Number of unencumbered properties
 
52

 
50

Full time employees
 
101

 
103


(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.



18


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
 
 
As of March 31, 2018
MARKET CAPITALIZATION:
 
Percent of Total Equity
 
Total Market Capitalization
 
Percent of Total Market Capitalization
Equity Capitalization:
 
 
 
 
 
 
Common shares outstanding
 
97.3
%
 
39,180

 
 
Operating partnership units outstanding
 
2.7
%
 
1,083

 
 
Total
 
100.0
%
 
40,263

 
 
 
 
 
 
 
 
 
Market price of common shares as of
 
 
 
 
 
 
March 29, 2018
 
 
 
$
10.30

 
 
 
 
 
 
 
 
 
Total equity capitalization
 
 
 
414,709

 
39
%
 
 
 
 
 
 
 
Debt Capitalization:
 
 
 
 
 
 
Outstanding debt
 
 
 
$
670,300

 
 
Less: Cash and cash equivalents
 
 
 
(9,337
)
 
 
Total debt capitalization
 
 
 
660,963

 
61
%
 
 
 
 
 
 
 
Total Market Capitalization as of
 
 
 
 
 
 
March 31, 2018
 
 
 
$
1,075,672

 
100
%


SELECTED RATIOS:
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
 
2018
 
2017
 
2017
 
2017
INTEREST COVERAGE RATIO
 
 
 
 
 
 
 
 
EBITDA/Interest Expense
 
 
 
 
 
 
 
 
EBITDA
 
$
17,016

 
$
15,960

 
$
16,929

 
$
14,599

 
 
 
 
 
 
 
 
 
Interest expense
 
6,501

 
6,493

 
6,376

 
5,629

Less: amortization of loan fees
 
(327
)
 
(330
)
 
(329
)
 
(314
)
Interest expense, excluding amortization of loan fees
 
6,174

 
6,163

 
6,047

 
5,315

 
 
 
 
 
 
 
 
 
Ratio of EBITDA to interest expense
 
2.8

 
2.6

 
2.8

 
2.7

 
 
 
 
 
 
 
 
 
LEVERAGE RATIO
 
 
 
 
 
 
 
 
Debt/Undepreciated Book Value
 
 
 
 
 
 
 
 
Outstanding debt
 
$
670,300

 
$
660,929

 
$
664,624

 
$
665,524

Less: Cash
 
(9,337
)
 
(7,817
)
 
(6,338
)
 
(9,267
)
Outstanding debt after cash
 
$
660,963

 
$
653,112

 
$
658,286

 
$
656,257

 
 
 
 
 
 
 
 
 
Undepreciated real estate assets
 
$
1,148,176

 
$
1,149,454

 
$
1,144,558

 
$
1,140,299

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


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,
 
 
2018
 
2017
 
2017
 
2017
Debt/EBITDA Ratio
 
 
 
 
 
 
 
 
Outstanding debt
 
$
670,300

 
$
660,929

 
$
664,624

 
$
665,524

Less: Cash
 
(9,337
)
 
(7,817
)
 
(6,338
)
 
(9,267
)
Outstanding debt after cash
 
660,963

 
653,112

 
658,286

 
656,257

 
 
 
 
 
 
 
 
 
EBITDA
 
$
17,016

 
$
15,960

 
$
16,929

 
$
14,599

Share based compensation
 
1,908

 
2,881

 
2,704

 
2,390

Proxy contest costs
 
680

 

 

 

Acquisition costs
 

 
227

 
264

 
716

EBITDA, adjusted
 
19,604

 
19,068

 
19,897

 
17,705

 
 
 
 
 
 
 
 
 
Impact of partial quarter acquisitions and dispositions
 

 

 

 
1,954

 
 
 
 
 
 
 
 
 
Pro forma quarterly EBITDA, adjusted
 
19,604

 
19,068

 
19,897

 
19,659

 
 
 
 
 
 
 
 
 
Pro forma annualized EBITDA, adjusted (1)
 
78,416

 
76,272

 
79,588

 
78,636

 
 
 
 
 
 
 
 
 
Ratio of debt to pro forma EBITDA, adjusted
 
8.43

 
8.56

 
8.27

 
8.35


(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, 2018
 
December 31, 2017
Fixed rate notes
 
 
 
 
$10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1)
 
$
9,680

 
$
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)
 
32,887

 
33,148

$6.5 million 3.80% Note, due January 1, 2019
 
5,796

 
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
 
19,268

 
19,360

$14.0 million 4.34% Note, due September 11, 2024
 
13,887

 
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)
 
15,993

 
16,058

$15.1 million 4.99% Note, due January 6, 2024
 
14,808

 
14,865

$2.6 million 5.46% Note, due October 1, 2023
 
2,462

 
2,472

$1.3 million 3.47% Note, due November 28, 2018
 
1,019

 

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
 
670,300

 
660,929

Less deferred financing costs, net of accumulated amortization
 
(1,774
)
 
(1,861
)
 
 
$
668,526

 
$
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.





21


SCHEDULE OF DEBT MATURITIES AS OF MARCH 31, 2018
(in thousands)
 
Year
 
Scheduled Amortization Payments
 
Scheduled Maturities
 
Total Scheduled Maturities
 
Percentage of Debt Maturing
 
 
 
 
 
 
 
 
 
2018
 
$
2,000

 
$
10,579

 
$
12,579

 
1.9
%
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

 
7.7
%
2022
 
2,007

 
100,000

 
102,007

 
15.2
%
Thereafter
 
2,437

 
169,283

 
171,720

 
25.6
%
Total
 
$
13,630

 
$
656,670

 
$
670,300

 
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®
 
2018
 
2018
 
2017
 
2017
 
2017
Whitestone
 
4,913,934

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

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

 
71
%
 
79
%
 
77
%
 
73
%
Total
 
6,481,022

 
88
%
 
88
%
 
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)
 
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
 
946

 
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
 
869

 
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
 
681

 
0.8
%
 
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
Paul's Ace Hardware
 
Phoenix
 
427

 
0.5
%
 
3/1/2008
 
2023
Regus Corporation
 
Houston
 
$
425

 
0.5
%
 
5/23/2014
 
2025
 
 
 
 
$
14,109

 
17.1
%
 
 
 
 

(1) 
Excludes Pillarstone OP owned properties.


24


(2) 
Annualized Base Rental Revenues represents the monthly base rent as of March 31, 2018 for each applicable tenant multiplied by 12.

(3) 
As of March 31, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 December 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.


25


(8) 
As of March 31, 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 $550,000, which represents approximately 0.7% of our total annualized base rental revenue.

(9) 
As of March 31, 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.



26


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY - ALL PROPERTIES

 
 
Three Months Ended
 
 
March 31,
 
 
2018
 
2017
RENEWALS
 
 
 
 
Number of Leases
 
82

 
61

Total Square Feet (1)
 
236,754

 
168,712

Average Square Feet
 
2,887

 
2,766

Total Lease Value
 
$
17,972,000

 
$
9,613,000

NEW LEASES
 
 
 
 
Number of Leases
 
45

 
30

Total Square Feet (1)
 
136,757

 
51,581

Average Square Feet
 
3,039

 
1,719

Total Lease Value
 
$
11,758,000

 
$
6,685,000

TOTAL LEASES
 
 
 
 
Number of Leases
 
127

 
91

Total Square Feet (1)
 
373,511

 
220,293

Average Square Feet
 
2,941

 
2,421

Total Lease Value
 
$
29,730,000

 
$
16,298,000


(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,
 
 
2018
 
2017
RENEWALS
 
 
 
 
Number of Leases
 
59

 
41

Total Square Feet (1)
 
145,989

 
98,802

Average Square Feet
 
2,474

 
2,410

Total Lease Value
 
$
15,374,000

 
$
8,167,000

NEW LEASES
 
 
 
 
Number of Leases
 
34

 
24

Total Square Feet (1)
 
84,994

 
43,766

Average Square Feet
 
2,500

 
1,824

Total Lease Value
 
$
9,168,000

 
$
6,414,000

TOTAL LEASES
 
 
 
 
Number of Leases
 
93

 
65

Total Square Feet (1)
 
230,983

 
142,568

Average Square Feet
 
2,484

 
2,193

Total Lease Value
 
$
24,542,000

 
$
14,581,000


(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 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
%
2nd Quarter 2017
 
42

 
4,971,774

 
81,314

 
3.0

 
165,662

 
2.04

 
15.79

 
16.23

 
(35,297
)
 
(2.7
)%
 
54,709

 
4.4
%
Total - 12 months
 
204

 
$
40,981,237

 
508,363

 
4.1

 
$
1,695,501

 
$
3.34

 
$
18.13

 
$
17.93

 
$
102,782

 
1.1
 %
 
$
806,622

 
9.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable New Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
%
2nd Quarter 2017
 
3

 
499,832

 
4,499

 
5.9

 
35,798

 
7.96

 
18.99

 
19.17

 
(794
)
 
(0.9
)%
 
4,736

 
5.8
%
Total - 12 months
 
35

 
$
7,324,030

 
90,751

 
4.1

 
$
532,081

 
$
5.86

 
$
17.84

 
$
18.47

 
$
(57,125
)
 
(3.4
)%
 
$
144,877

 
9.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
Comparable Renewal Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
%
2nd Quarter 2017
 
39

 
4,471,942

 
76,815

 
2.9

 
129,864

 
1.69

 
15.60

 
16.05

 
(34,503
)
 
(2.8
)%
 
49,973

 
4.3
%
Total - 12 months
 
169

 
$
33,657,207

 
417,612

 
4.1

 
$
1,163,420

 
$
2.79

 
$
18.19

 
$
17.81


$
159,907

 
2.1
 %
 
$
661,745

 
9.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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 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

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2017
 
65

 
18,119,486

 
155,408

 
5.4

 
1,019,122

 
6.56

 
17.62

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
278

 
$
69,969,616

 
732,400

 
5.0

 
$
4,238,433

 
$
5.79

 
$
18.06

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2017
 
26

 
13,647,544

 
78,593

 
8.0

 
889,258

 
11.31

 
19.58

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
107

 
$
35,725,912

 
308,162

 
6.2

 
$
2,943,753

 
$
9.55

 
$
17.79

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Renewal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2017
 
39

 
4,471,942

 
76,815

 
2.9

 
129,864

 
1.69

 
15.60

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
171

 
$
34,243,704

 
424,238

 
4.1

 
$
1,294,680

 
$
3.05

 
$
18.27

 
 
 
 
 
 
 
 
 
 

(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, 2018
Year
 
Number of
Leases
 
Square Feet
 
Percent
of Gross Leasable Area
 
Amount
(in thousands)
 
Percent of
Total
 
Per Square Foot
2018
 
371

 
828,905

 
12.8
%
 
$
11,810

 
12.3
%
 
$
14.25

2019
 
306

 
793,523

 
12.2
%
 
13,806

 
14.4
%
 
17.40

2020
 
268

 
989,773

 
15.3
%
 
15,565

 
16.2
%
 
15.73

2021
 
218

 
653,102

 
10.1
%
 
11,334

 
11.8
%
 
17.35

2022
 
197

 
768,058

 
11.9
%
 
12,945

 
13.5
%
 
16.85

2023
 
111

 
438,086

 
6.8
%
 
6,842

 
7.1
%
 
15.62

2024
 
52

 
415,065

 
6.4
%
 
7,255

 
7.6
%
 
17.48

2025
 
39

 
154,422

 
2.4
%
 
2,981

 
3.1
%
 
19.30

2026
 
22

 
168,533

 
2.6
%
 
3,331

 
3.5
%
 
19.76

2027
 
30

 
196,601

 
3.0
%
 
3,961

 
4.1
%
 
20.15

Total
 
1,614

 
5,406,068

 
83.5
%
 
$
89,830

 
93.6
%
 
$
16.62


(1) 
Lease expirations table reflects rents in place as of March 31, 2018, and does not include option periods.

(2) 
Annualized Base Rent represents the monthly base rent as of March 31, 2018 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, 2018
Year
 
Number of
Leases
 
Square Feet
 
Percent
of Gross Leasable Area
 
Amount
(in thousands)
 
Percent of
Total
 
Per Square Foot
2018
 
255

 
485,764

 
9.8
%
 
$
8,090

 
9.8
%
 
$
16.65

2019
 
242

 
588,780

 
11.9
%
 
11,614

 
14.1
%
 
19.73

2020
 
208

 
752,722

 
15.2
%
 
13,080

 
15.9
%
 
17.38

2021
 
177

 
497,852

 
10.1
%
 
9,500

 
11.5
%
 
19.08

2022
 
167

 
674,481

 
13.6
%
 
11,645

 
14.1
%
 
17.27

2023
 
97

 
338,606

 
6.8
%
 
5,780

 
7.0
%
 
17.07

2024
 
49

 
393,929

 
8.0
%
 
6,863

 
8.3
%
 
17.42

2025
 
36

 
133,881

 
2.7
%
 
2,915

 
3.5
%
 
21.77

2026
 
22

 
168,533

 
3.4
%
 
3,331

 
4.0
%
 
19.76

2027
 
27

 
179,570

 
3.6
%
 
3,582

 
4.3
%
 
19.95

Total
 
1,280

 
4,214,118

 
85.1
%
 
$
76,400

 
92.5
%
 
$
18.13


(1) 
Lease expirations table reflects rents in place as of March 31, 2018, and does not include option periods.

(2) 
Annualized Base Rent represents the monthly base rent as of March 31, 2018 for each tenant multiplied by 12.


32


Whitestone REIT and Subsidiaries
2018 FINANCIAL GUIDANCE
(all amounts in thousands, except shares, per share numbers and percentages)
 
 
 
 
Projected Range
 
 
Actual
 
Full Year 2018
 
 
Q1-2018
 
Low
 
High
Net income attributable to Whitestone REIT per common share and OP unit - diluted
 
$
0.07

 
$
0.27

 
$
0.32

FFO per common share and OP unit - diluted
 
$
0.24

 
$
0.96

 
$
1.01

FFO Core per common share and OP unit - diluted
 
$
0.31

 
$
1.19

 
$
1.24

 
 
 
 
 
 
 
Operating Assumptions
 
 
 
 
 
 
Same Store NOI growth - wholly owned properties
 
3.9
%
 
2.5
 %
 
3.7
%
Same Store NOI growth - Consolidated Partnership
 
6.5
%
 
(2.0
)%
 
2.0
%
Same Store NOI growth - all properties
 
4.2
%
 
2.0
 %
 
3.5
%
 
 
 
 
 
 
 
Ending occupancy - wholly owned properties
 
90.1
%
 
90.5
 %
 
91.5
%
Ending occupancy - Consolidated Partnership
 
77.9
%
 
80.5
 %
 
81.5
%
Ending occupancy - all properties
 
87.7
%
 
88.2
 %
 
89.2
%
 
 
 
 
 
 
 
General and administrative expense (excluding acquisition and proxy contest costs) as a % of total property revenue
 
16.8
%
 
16.3
 %
 
15.5
%
 
 
 
 
 
 
 
Net debt to adjusted EBITDA - Year End
 
8.43X

 
8.40X

 
8.20X

Average interest rate on all debt
 
3.9
%
 
4.1
 %
 
4.1
%
Weighted average shares and OP units
 
41,171

 
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.

33


RECONCILIATION OF NON-GAAP MEASURES - 2018 FINANCIAL GUIDANCE
(per diluted common share and OP unit)
 
 
 
 
Projected Range
 
 
Actual
 
Full Year 2018
Guidance:
 
Q1-2018
 
Low
 
High
Net income attributable to Whitestone REIT
 
$
0.07

 
$
0.27

 
$
0.32

 
 
 
 
 
 
 
Adjustments to reconcile net income to FFO(1):
 
 
 
 
 
 
Depreciation expense, amortization, gain on disposal of assets
 
0.17

 
0.68

 
0.68

Net income attributable to redeemable operating partnership
 

 
0.01

 
0.01

    FFO
 
$
0.24

 
$
0.96

 
$
1.01

 
 
 
 
 
 
 
Adjustments to reconcile FFO to FFO Core:
 
 
 
 
 
 
Proxy contest costs
 
0.02

 

 

Acquisition pursuit and transaction costs
 

 
0.02

 
0.02

Share based compensation expense
 
0.05

 
0.21

 
0.21

     FFO Core
 
$
0.31

 
$
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.

34


Whitestone REIT and Subsidiaries
Property Details
As of March 31, 2018

 
 
Community Name
 
 
 
Location
 
 
Year Built/
Renovated
 
Gross Leasable
Square Feet
 
Percent
Occupied at
3/31/2018
 
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

 
92
%
 
$
868

 
$
12.99

 
$
12.99

Anthem Marketplace
 
Phoenix
 
2000
 
113,293

 
97
%
 
1,780

 
16.20

 
15.79

Bissonnet Beltway
 
Houston
 
1978
 
29,205

 
74
%
 
306

 
14.16

 
13.84

BLVD Place
 
Houston
 
2014
 
216,944

 
96
%
 
8,075

 
38.77

 
42.12

The Citadel
 
Phoenix
 
2013
 
28,547

 
87
%
 
453

 
18.24

 
17.31

City View Village
 
San Antonio
 
2005
 
17,870

 
93
%
 
482

 
29.00

 
29.36

Davenport Village
 
Austin
 
1999
 
128,934

 
96
%
 
3,109

 
25.12

 
25.34

Desert Canyon
 
Phoenix
 
2000
 
62,533

 
87
%
 
763

 
14.02

 
14.34

Eldorado Plaza
 
Dallas
 
2004
 
221,577

 
96
%
 
3,112

 
14.63

 
15.11

Fountain Hills
 
Phoenix
 
2009
 
111,289

 
86
%
 
1,619

 
16.92

 
17.05

Fountain Square
 
Phoenix
 
1986
 
118,209

 
90
%
 
1,845

 
17.34

 
16.94

Fulton Ranch Towne Center
 
Phoenix
 
2005
 
120,575

 
83
%
 
1,583

 
15.82

 
17.06

Gilbert Tuscany Village
 
Phoenix
 
2009
 
49,415

 
100
%
 
902

 
18.25

 
18.05

Gilbert Tuscany Village Hard Corner
 
Phoenix
 
2009
 
14,603

 
%
 

 

 

Heritage Trace Plaza
 
Dallas
 
2006
 
70,431

 
98
%
 
1,657

 
24.01

 
24.06

Headquarters Village
 
Dallas
 
2009
 
89,134

 
83
%
 
2,020

 
27.30

 
28.45

Keller Place
 
Dallas
 
2001
 
93,541

 
98
%
 
958

 
10.45

 
10.99

Kempwood Plaza
 
Houston
 
1974
 
93,161

 
89
%
 
954

 
11.51

 
11.60

La Mirada
 
Phoenix
 
1997
 
147,209

 
79
%
 
2,441

 
20.99

 
21.86

Lion Square
 
Houston
 
2014
 
117,592

 
99
%
 
1,436

 
12.34

 
12.10

The Marketplace at Central
 
Phoenix
 
2012
 
111,130

 
99
%
 
993

 
9.03

 
8.65

Market Street at DC Ranch
 
Phoenix
 
2003
 
242,459

 
94
%
 
4,527

 
19.86

 
18.71

Mercado at Scottsdale Ranch
 
Phoenix
 
1987
 
118,730

 
84
%
 
1,437

 
14.41

 
16.01

Paradise Plaza
 
Phoenix
 
1983
 
125,898

 
94
%
 
1,643

 
13.88

 
13.90

Parkside Village North
 
Austin
 
2005
 
27,045

 
95
%
 
766

 
29.81

 
30.01

Parkside Village South
 
Austin
 
2012
 
90,101

 
100
%
 
2,369

 
26.29

 
26.66

Pima Norte
 
Phoenix
 
2007
 
35,110

 
66
%
 
404

 
17.43

 
18.25

Pinnacle of Scottsdale
 
Phoenix
 
1991
 
113,108

 
99
%
 
2,355

 
21.03

 
20.46

Pinnacle Phase II
 
Phoenix
 
2017
 
27,063

 
91
%
 
709

 
28.79

 
28.99

The Promenade at Fulton Ranch
 
Phoenix
 
2007
 
98,792

 
64
%
 
1,116

 
17.65

 
17.45

Providence
 
Houston
 
1980
 
90,327

 
96
%
 
847

 
9.77

 
9.68

Quinlan Crossing
 
Austin
 
2012
 
109,892

 
90
%
 
2,109

 
21.32

 
22.91

Seville
 
Phoenix
 
1990
 
90,042

 
78
%
 
2,370

 
33.74

 
33.99

Shaver
 
Houston
 
1978
 
21,926

 
100
%
 
307

 
14.00

 
13.50

Shops at Pecos Ranch
 
Phoenix
 
2009
 
78,767

 
100
%
 
1,630

 
20.69

 
21.10

Shops at Starwood
 
Dallas
 
2006
 
55,385

 
87
%
 
1,444

 
29.97

 
30.30

The Shops at Williams Trace
 
Houston
 
1985
 
132,991

 
93
%
 
1,854

 
14.99

 
14.67

South Richey
 
Houston
 
1980
 
69,928

 
97
%
 
697

 
10.28

 
10.20

Spoerlein Commons
 
Chicago
 
1987
 
41,455

 
76
%
 
655

 
20.79

 
21.17

The Strand at Huebner Oaks
 
San Antonio
 
2000
 
73,920

 
93
%
 
1,510

 
21.97

 
21.98

SugarPark Plaza
 
Houston
 
1974
 
95,032

 
100
%
 
1,169

 
12.30

 
12.50

Sunridge
 
Houston
 
1979
 
49,359

 
83
%
 
461

 
11.25

 
12.52

Sunset at Pinnacle Peak
 
Phoenix
 
2000
 
41,530

 
82
%
 
632

 
18.56

 
18.26

Terravita Marketplace
 
Phoenix
 
1997
 
102,733

 
95
%
 
1,439

 
14.74

 
14.31

Torrey Square
 
Houston
 
1983
 
105,766

 
87
%
 
743

 
8.07

 
8.19

Town Park
 
Houston
 
1978
 
43,526

 
100
%
 
923

 
21.21

 
21.23

Village Square at Dana Park
 
Phoenix
 
2009
 
323,026

 
91
%
 
6,044

 
20.56

 
20.73

Westchase
 
Houston
 
1978
 
50,332

 
92
%
 
569

 
12.29

 
15.40

Williams Trace Plaza
 
Houston
 
1983
 
129,222

 
92
%
 
1,774

 
14.92

 
14.87

Windsor Park
 
San Antonio
 
2012
 
196,458

 
97
%
 
1,928

 
10.12

 
10.15

Woodlake Plaza
 
Houston
 
1974
 
106,169

 
85
%
 
1,490

 
16.51

 
15.90

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

 
91
%
 
81,277

 
18.18

 
18.43

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

 
71
%
 
$
847

 
33.75

 
$
37.77

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

 
71
%
 
847

 
33.75

 
37.77

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

 
91
%
 
82,124

 
18.23

 
18.50

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pillarstone Properties:
 
 
 
 
 
  
 
 
 
  
 
  
 
 
9101 LBJ Freeway
 
Dallas
 
1985
 
125,874

 
75
%
 
$
1,445

 
$
15.31

 
$
14.37

Corporate Park Northwest
 
Houston
 
1981
 
174,359

 
76
%
 
1,618

 
12.21

 
12.18

Corporate Park West
 
Houston
 
1999
 
175,665

 
79
%
 
1,591

 
11.46

 
11.41

Corporate Park Woodland
 
Houston
 
2000
 
99,937

 
80
%
 
882

 
11.03

 
11.64

Corporate Park Woodland II
 
Houston
 
2000
 
16,220

 
88
%
 
230

 
16.11

 
16.18

Dairy Ashford
 
Houston
 
1981
 
42,902

 
49
%
 
162

 
7.71

 
7.52

Holly Hall Industrial Park
 
Houston
 
1980
 
90,000

 
91
%
 
659

 
8.05

 
7.58

Holly Knight
 
Houston
 
1984
 
20,015

 
100
%
 
382

 
19.09

 
19.44

Interstate 10 Warehouse
 
Houston
 
1980
 
151,000

 
70
%
 
483

 
4.57

 
4.45

Main Park
 
Houston
 
1982
 
113,410

 
79
%
 
598

 
6.67

 
6.90

Plaza Park
 
Houston
 
1982
 
105,530

 
64
%
 
624

 
9.24

 
8.81

Uptown Tower
 
Dallas
 
1982
 
253,981

 
78
%
 
3,849

 
19.43

 
19.38

Westbelt Plaza
 
Houston
 
1978
 
65,619

 
77
%
 
510

 
10.09

 
9.90

Westgate Service Center
 
Houston
 
1984
 
97,225

 
100
%
 
795

 
8.18

 
8.22

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

 
78
%
 
13,828

 
11.57

 
11.47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
 
 
 
 
 
6,481,022

 
88
%
 
$
95,952

 
$
16.82

 
$
17.02

 
(1)   
Calculated as the tenant's actual March 31, 2018 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of March 31, 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 March 31, 2018 equaled approximately $137,000 for the month ended March 31, 2018.
 
(2)   
Calculated as annualized base rent divided by gross leasable area leased as of March 31, 2018.  Excludes vacant space as of March 31, 2018.

(3) 
Represents (i) the contractual base rent for leases in place as of March 31, 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 March 31, 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 March 31, 2018, these parcels of land were held for development and, therefore, had no gross leasable area.


35


q318coverpg2.jpg