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Operator: Greetings, and welcome to Whitestone Real Estate Investment Trust First Quarter 2024 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, David Mordy, Director of Investor Relations. Please go ahead, sir.

David Mordy: Good morning, and thank you for joining Whitestone REIT’s first quarter 2024 earnings conference call. Joining me on today’s call are Dave Holeman, Chief Executive Officer; Christine Mastandrea, Chief Operating Officer; and Scott Hogan, Chief Financial Officer. Please note that some statements made during this call are not historical and may be deemed forward-looking statements. Actual results may differ materially from those forward-looking statements due to a number of risks, uncertainties and other factors. Please refer to the company’s earnings news release and filings with the SEC, including Whitestone’s most recent Form 10-Q and 10-K for a detailed discussion of these factors. Acknowledging the fact that this call may be webcast for a period of time, it is also important to note that this call includes time-sensitive information that may be accurate only as of today’s date, May 2, 2024.

The company undertakes no obligation to update this information. Whitestone’s first quarter earnings news release and supplemental operating and financial data package have been filed with the SEC and are available on our website in the Investor Relations section. We published first quarter 2024 slides on our website yesterday afternoon, which highlight topics to be discussed today. I will now turn the call over to Dave Holeman, our Chief Executive Officer.

Dave Holeman: Thank you, David. Good morning. And once again, we thank you for joining Whitestone’s first quarter 2024 earnings conference call. Let me begin by saying that we are very focused on delivering solid, consistent results for shareholders and our first quarter results are exactly that. We put out our 2024 full year guidance less than two months ago with strong core FFO per share growth of 11%, a robust same-store NOI growth target and a goal to beat last year’s record occupancy finish. The team is delivering, and we are on track with our internal forecast and reaffirming our previously issued guidance. In the first quarter, we signed new and renewal leases at a blended 17% increase over the prior leases on a straight-line basis and 9.3% increase on a cash basis.

We grew our top line revenue over 3.7%, produced 3.1% growth in same-store NOI and achieved core FFO per share of $0.24. And we continue to strengthen our balance sheet with debt to EBITDAre at 7.8 times, which was negatively impacted by professional fees in the quarter related to our proxy contest, which Scott will go into further detail in his comments. Our occupancy was 93.6% at the end of the quarter, up 90 basis points from a year ago, and our net effective annual base rent per square foot was $23.83 up 7.2% from 2023. Our occupancy levels and average base rent aren’t just up significantly over the last year. Our occupancy has increased 230 basis points, and our ABR is over 13% higher since I became the CEO at the beginning of 2022. This growth shows the value of our strategy and as a result of our new team’s execution focus, the quality of our assets and the demand for these types of spaces we specialize in.

As Texas and Arizona continue their rapid growth as our leasing team continues to execute and as we continue our successful capital recycling efforts, we expect these important metrics to continue to increase. I’ll have Christine discuss our leasing and organic growth more shortly. Our capital recycling efforts are going very well also. This year, we have completed the sale of one center for $28 million and acquired two centers for approximately $50 million. Since we began our recycling efforts in late 2022, we now have completed $84 million in dispositions at an average cap rate of 6.2% based on the trailing 12-month NOI, and we have completed $104 million of acquisitions at an aggregate cap rate of 7.1%, which is based on actual or projected year one NOI.

Our next two transactions, which are underway will be property sales of about $25 million, balancing out our disposition and acquisition level. Let me delve into the acquisitions a little bit. Garden Oaks is an Aldi anchored center located in the pathway of significant residential and commercial development and which sits on a major thoroughfare in our Houston market with 30,000 vehicles per day passing by. The center has a strong mix of 19 service and convenience-based tenants and has significant potential for infill development. The surrounding neighborhood has seen residential property values increased nearly 50% since 2019. Our most recent acquisition was Scottsdale Commons in our Phoenix market, and is another great add to our portfolio.

Scottsdale Commons is located on the second most trafficked intersection in Scottsdale, is home to 20 tenants and has a surrounding 3-mile average household income of over $135,000. The center acts as a gateway linking North Scottsdale and Paradise Valley. Both centers fit very well with our strategy and will benefit from our in-place leasing and property management teams who are eager to get to work, growing cash flow and increasing the value of the centers. Looking out slightly longer than the next couple of quarters, I think it is critical to look at what we’re hearing from not only our current but prospective shareholders. We’ve doubled the percentage of our active institutional shareholders over the last few years and what is needed to continue expanding our shareholder base is to extend our track record of steady FFO growth while simultaneously improving our balance sheet.

As I mentioned, we are forecasting 11% core FFO per share growth this year, driven primarily by strong same-store NOI growth. With the vast majority of our debt locked until 2027, we have a clear runway for growth, not just this year, but into 2025, ’26 and ’27. In addition, our earnings growth, combined with free cash flow is driving our debt-to-EBITDA ratio down. We are forecasting sub 7 times debt-to-EBITDAre by the fourth quarter, and that does not assume we collect the bulk of the Pillarstone judgment until 2025. This metric should improve noticeably in the fourth quarter due to annual percent of sale clauses in many of our leases that typically contribute significantly to the fourth quarter as well as the anticipated drop in our G&A expenses once we’re past the proxy season.

In summary, we are very well lined up to do exactly what we need to do. We’re looking forward to connecting with many investors. And for those of you attending REIT week in June, we’d love to meet with you at that conference. I hope you’ll come by and see us. And with that, I’ll turn the call over to Christine.

Christine Mastandrea: Good morning, everyone. As Dave mentioned, we remain confident in terms of achieving our 2024 objectives and are on track within our internal monthly and quarterly goals. Occupancy remains high at 93.6%, up 90 basis points from a year ago. Anchor occupancy was 96.9%, and smaller space occupancy was 91.6%. We achieved renewal leasing spreads of 15% and new leasing spreads of 25.9% for a combined overall positive leasing spread of 17% in the quarter. I remain confident in the leasing team executing in our projections for the year. However, this is the strongest environment we’ve ever seen in Texas and Arizona for all size spaces in all the categories we serve across our mix of tenants of food, grocery, restaurants, health, wellness and beauty, financial services, other services, education and entertainment.

And I anticipate the next couple of years will bring the same as there’s an increasing growth in a new demography that is showing a new interest and new types of things to do in their lives. One of the things that we look for in our tenants is the best-in-class operators, whether it’s an Aldi or the Pickler, one of our keys to success is not just evaluating the credit quality of a potential tenant, but their skill as operators and their ability to succeed over the next 5, 10 and even 20 years. This environment is the perfect time to secure these businesses and ensure that our centers are the right drivers for the future success. Regarding the acquisitions we’ve recently closed, Garden Oaks, Houston and Scottsdale Commons in Arizona. Our leasing team knows how to deliver returns on these acquisitions, especially given the strong starting fundamentals.

Their excellent visibility on major thoroughfares and fast-growing surrounding neighborhoods in dense areas that are supply constrained in terms of more retail development. These factors provide for an infill development and make these acquisitions similar to, for example, our Las Colinas acquisition in late 2019. Since 2019, we have replaced 50% of the tenants in Las Colinas. We’ve increased the NOI by 35% and strengthened the traffic drivers for the center, which allows us to continue to drive value for the center, both for our tenants, the neighborhoods and for Whitestone. With that, I’ll keep my comments short today and turn it over to Scott to cover the financials. Scott?

Scott Hogan: Thank you, Christine, and good morning. Our solid first quarter results demonstrate the strength of our high-quality portfolio of properties as evidenced by robust leasing spreads and positive same-store NOI growth. Our core FFO per share was $0.24 for the quarter versus $0.24 for the same period in 2023. As Dave mentioned, we remain on track for our core FFO per share guidance of $0.98 to $1.04. We are also on track for our previous projections of same-store NOI growth, ending occupancy, interest expense and debt-to-EBITDAre. We have increased our projection for net income and G&A expense to reflect the gain from our first quarter disposition and to reflect proxy contest professional fees. Our first quarter G&A expense included approximately $400,000 of professional fees related to our proxy contest, and we expect that our second quarter will include $1.2 million in professional fees related to our proxy contest.

Additionally, bad debt was a bit higher in the first quarter, primarily from a small number of tenants. We are now in the process of refining [ph] We anticipate that number will come down for the remaining quarters. On the whole, we’ve taken significant steps to reduce earnings variables and allow for our same – our strong same-store NOI growth to continue to drive earnings growth and balance sheet improvement. Same-store NOI was 3.1 – our same-store NOI growth was 3.1% for the quarter, which is exactly what we need in order to drive the $0.07 earnings growth expected to come from same-store NOI growth in 2024. We redeemed our Pillarstone OP units in January. So going forward, our income statement no longer has a deficit related to Pillarstone and any associated variability.

We’ll keep you updated on our collection efforts and our guidance does not assume much of that occurs in 2024, and we may have some significant stretches with no update as our collection efforts progress. We are also in the process of covering off maturities we have coming due later in the year and are currently rate locked for approximately $55 million of 7-year mortgage debt at 6.2%. Accordingly, I anticipate our fixed debt rate percentage will be greater than 85% by the end of the year. Furthermore, if the two upcoming dispositions Dave mentioned close as expected, our fixed debt percentage will increase as we reduce our overall debt. Let me wrap up our prepared comments by saying we are excited to be able to support the businesses that populate our centers.

But most of all, we are thrilled to deliver results to our shareholders. We look forward to connecting with you in the weeks and months ahead. And with that, let’s open the line for questions.

Operator: Thank you, sir. At this time, we will be conducting a question-and-answer session. [Operator Instructions] The first question we have comes from Mitch Germain of JMP Securities. Please go ahead.

Mitch Germain: Hi, good morning. Can you provide some perspective on some of the nuances related to the JV accounting now that you’ve redeemed the units?

Scott Hogan: Yes. Sure, Mitch. This is Scott. We – as we mentioned on the call, in January, we redeemed our OP units, which changes the accounting from that of equity method accounting because we’re no longer a partner. In Pillarstone to an accounting where we have collection effort around the redemption. So there is a $30 million – $31 million receivable. And then as the guarantor on Pillarstone’s only loan, we paid $13.6 million. Both of those are amounts that we’re working to collect through the bankruptcy. And we’re confident that we’ll collect at least that much through the bankruptcy process.

Dave Holeman: Hey, Mitch. Sorry, Scott. I was going to just add one thing, which was real positive, obviously, will take some of the volatility that we’ve had in past quarters out of our results as we no longer will be recording those deficits from Pillarstone that we had in ’23. Sorry, Scott, I didn’t mean to step on you there.

Scott Hogan: That’s okay. Did I answer it, Mitch, or are there any other…

Mitch Germain: Yeah. So two questions. One, there’s no more management fee as well about it [ph]

Scott Hogan: Well, we haven’t had a management fee from Pillarstone since August of ’22 when we canceled the management contract. So…

Dave Holeman: That’s right.

Scott Hogan: About that. Yes. Really what we’ve had with Pillarstone is a JV where there haven’t been any distributions to us or any funding from us to Pillarstone. It’s just been an equity method accounting exercise that ended on January 25, when we redeemed our OP units.

Mitch Germain: And – is the deposit on the debt? Was that money out the door by you guys? Or…

Scott Hogan: That was – it was money out the door. We have a right of subrogation now. I did mention that there’ll be a disclosure in our 10-Q around this, but in April, Pillarstone and the lender filed a motion to settle the loan with Uptown Tower, whereby Pillarstone will pay by June 10 or can pay by June 10, $1.1 million more dollars and then that releases the liens [ph] the lender has against the asset and releases Whitestone is the guarantor and then allows Pillarstone to hopefully sell the property and then Whitestone would have a right of subrogation against Pillarstone. We think there’s a contract for $26 million on that building right now. So the amount should cover our $13 million claim.

Mitch Germain: Got you. They have a contractual right to do that despite what’s happening between both entities now with the potential settlement from the court?

Scott Hogan: Well, they have to work through the bankruptcy court. But getting the lender out of the equation is a good thing and that the loan that I was just talking about is the only loan against any of the properties that they have.

Mitch Germain: Yes. Okay. I – legal fees that you guided to in addition to the proxy costs, is that all big for G&A?

Scott Hogan: I’m sorry, I didn’t understand the last part of the question. It was legal fees. So there’s legal fees…

Mitch Germain: G&A guidance, right? Yes, you’ve got G&A guidance that went out quarter-over-quarter. Obviously, you’re backing out the proxy costs, but that still includes legal, correct?

Scott Hogan: We haven’t changed the guidance on the legal fees. There can be timing on that depending on when hearings happen and so forth. So I think we had a little more in the first quarter, the full year legal fees, we don’t think are going to change. And the only change to the guidance was just the proxy fees that we mentioned.

Mitch Germain: Yes. Great. Okay. And then can you give some color on the asset sales. You sold the property. It sounds like – I don’t know, $28 million or so. And then you’ve got another one that’s another 1 or 2 queued up. How should I just think about what’s been done and what we should anticipate going forward?

Dave Holeman: Sure. It’s Dave. I’ll take that one. And so I think we announced a couple of years ago the intent to continue just refining the portfolio, looking at assets that we felt like were either very attractively valued or assets that have less upside in the future and recycling those into some new properties. I think in my – earlier, I commented on if we’re about $100 million once we close the next two acquisitions. We’ve done the dispositions at a cap rate of approximately $6.2 and we’ve been able to acquire properties with a day one cash flow of 7.1 and obviously, more importantly, much more upside in really great areas with opportunity. So I think as you think about our recycling efforts, I mean, this is no different than a portfolio.

We’re going to continue probably looking to turn – we’ve done $100 million in 2 years. That’s probably a decent run rate that we would do going forward and redeploying that. We are seeing some positive movement on the cap rates on acquisitions as evidence. But right now, we’re pleased with the efforts. We think they’re contributing significantly. If you look at the new properties, we have bought better demographics, higher incomes, higher ABRs, just continuing to strengthen the portfolio at Whitestone.

Mitch Germain: Okay. Understood. Just one more follow-up. The $28 million closed when in the quarter?

Dave Holeman: So the $28 million closed in the – Scott, do you remember the date, it was in the first quarter.

Scott Hogan: You’re talking about the asset sale?

Dave Holeman: Yeah.

Scott Hogan: It was towards the end of March Yes. So yes, towards the end of March.

Mitch Germain: And then you’ve got $25 million in process, right?

Dave Holeman: That’s right. And that will be timing-wise right now that’s expected to be potentially in the second quarter, but definitely, if not second quarter, early third quarter. And there’s risk, but we feel very confident with what we’re moving forward and just continuing to execute on the recycling efforts.

Mitch Germain: Thank you.

Dave Holeman: Thanks, Mitch.

Operator: Thank you. The next question we have comes from Gaurav Mehta of Alliance Global Partners. Please go ahead.

Gaurav Mehta: Good morning. I wanted to follow up on the asset sales. Just to clarify, the $80 million number that you have in the slide, does that include $25 million or you would have $25 million on top of $80 million?

Scott Hogan: It does not. The $84 million is the actual dispositions. I think the comment we were making is we have about $100 million in acquisitions, roughly $80 million in dispositions. The next two transactions will really balance that. So we’re going to get about an additional $20-ish million to go, just continuing to refine the portfolio, upgrade the portfolio with – by recycling and without the need for external capital.

Gaurav Mehta: Okay. Okay. Great. Second question on your leverage. I think you touched upon this in your prepared remarks, but hoping to get some more color on your debt to EBITDAre [ph] going from 7.8 to the guidance of $6.7 [ph]

Scott Hogan: Sure. In the first quarter of this year, we’ve got some elevated G&A costs around legal pertaining to our efforts with Pillarstone and also proxy contest costs. We also expect NOI to grow throughout the year and that to continue to improve by the time we get to the fourth quarter. So I think we’ll see improvement both in the numerator and the denominator by the time we get to the end of the year through top line growth and also through lower G&A costs.

Gaurav Mehta: Okay. Maybe one more follow-up on the balance sheet. The 2024, I think the $55 million debt that you’ve talked about on the – earlier on the call, you said 6.2% rate. Is that the rate that’s expiring on that debt? Or is that the rate you’re seeing in the market?

Scott Hogan: That’s the right lock we have on that loan, and I didn’t understand the second part of the question about the market, sorry.

Gaurav Mehta: And I guess, where would you – how do you plan to replace that debt? Would you be looking to do another mortgage debt or put that on the line?

Scott Hogan: I mean that is the replacement debt. So we would – it’s a $55 million loan and then we’d use those proceeds to pay down the revolver.

Dave Holeman: We have about $50 million of debt maturities this year. And basically, I think this is just replacing those, right, Scott?

Scott Hogan: That’s right. Yes.

Gaurav Mehta: Okay, understood. Thank you.

Scott Hogan: Thank you.

Operator: Thank you. [Operator Instructions] The next question we have comes from John Massocca of B. Riley Securities. Please go ahead.

John Massocca: Good morning.

Dave Holeman: Good morning.

John Massocca: Maybe going back to the capital recycling. I caught the acquisition cap rates, but what’s the disposition cap rates and the kind of the other leg of that – of those transactions?

Scott Hogan: Sure, John. Yes, we’ve done $84 million in dispositions since October ’22. Those have been at a disposition cap rate of 6.2 based on the trailing 12-month NOI. The acquisitions, the other side have been at a 7.1 cap rate on first year NOI actual or projected.

John Massocca: And maybe how does year-to-date compare to that longer-term number?

Scott Hogan: I think you’re asking what’s our volume level for recycling? Is that what you’re asking?

John Massocca: No, no, just cap rate. I mean, I was going to – how does the year-to-date cap rate compared to the number you’re sitting [ph] since 2022?

Scott Hogan: Yes, I think it’s right on it. So I mean we’re not trying to play with the period. It’s just saying and looking at the most recent performance on a 12-month period, what we’re buying versus what we’re selling right now, there’s about a 1% spread positive for us.

John Massocca: Okay. And then maybe just kind of more holistically, I mean, just because they were in the same market, what makes something like selling Mercado at Scottsdale Ranch and moving into the other assets you purchased in Scottsdale, like what’s kind of the logic in that – those two transactions together?

Scott Hogan: Sure. Let me help a little bit on this. So first of all, Mercado was in an area that was a bit challenged as far as locationally because it only hit a 180-degree trade area. So the trade area was somewhat limited along Shea [ph] Road, and it was further closer to Fountain Hills. So what I look at is I always think about where is my location as far as infill in my trade area. And what I like about – so if you look for almost a swap from that type of asset where your trade area is limited by 180 degrees, which is pretty significant. That’s because the Indian reservation surrounds it and then you go all the way to Scottsdale and Shea, which is probably – it’s the Northern Gateway over to PV, Paradise Valley and also the East gateway to the 101, which goes around the city.

So it’s probably one of the best what I consider one of the best intersections in the city of Scottsdale versus a trade area that’s limited. And that’s been some of the recycling. So just to comment on some of the recycling that we have done. It’s either been assets that are tapped out, limited trade areas, limited growth and opportunity. And the assets that we’ve purchased, I think we’ve exceeded our expectations on the rental rates and the lease-up times.

John Massocca: Okay. That makes sense. And then on the bad debt that increased, any kind of specific themes to call out there? Was that one tenant, multiple tenants, any particular tenant industry? Just looking for some more color on that.

Dave Holeman: It’s just a handful of tenants that we’re working to re-tenant and really upgrade and better serve. It gives us an opportunity also to better serve the community around the properties. It’s not a pervasive issue across tenant base. It’s really just probably three or four tenants.

Scott Hogan: Yes, really, this has been something that I think overall, we’ve really improved this in our portfolio. And also as a team, as we’ve talked about this in the past that if we do have tenants out there that are weaker tenants, we’d rather re-merchandise them in a strong market. So we’ve taken a very active stand towards that. And quite frankly, the team knows that we look at bad debt is something that is part of how we operate is something that is to be taken seriously and not to have a lingering number out there. So we’ve been very active at managing towards reducing what I would consider some challenges in the past. And as we talked about, we really look for quality of revenue going forward and the type of tenancy that we bring in.

So I think the team has done a really good job with us, and we continue to see improvement of that in the future. But I’m not – I look for tenant weakness all the time, and we also look through our portfolio to figure out where we need to be careful in leasing efforts in the future. And so far, we’ve seen the market is really, really strong towards all tenant types, and I haven’t seen like a significant amount of weakness in a certain type of tenant since COVID. So…

Dave Holeman: Okay. And then maybe bigger picture, as you kind of think about capital recycling beyond the transactions that you completed or that are kind of in the pipeline. Is that impacted at all by the ongoing proxy contest? I mean do you kind of take a pause on any strategic initiatives until that’s completed? Or is it – we’ll see the results of that and then adjust as need be.

Scott Hogan: I think I would say, John [ph] absolutely not. Our business is frankly firing on all cylinders. Our tenant demand is strong. We’ve got great locations. You’ve got a team that’s synced in executing. We intend to keep delivering and keep laying down a track record.

Dave Holeman: That’s it for me. Thank you very much.

Scott Hogan: Thank you.

Operator: Thank you. [Operator Instructions] The next question we have comes from Michael Diana, Maxim Group – of Maxim Group, LLC. Please go ahead.

Michael Diana: Okay. Thank you. Christine, you mentioned that in one of the two recent acquisitions you re-tenanted a lot or there’s a lot of re-tenanting. Can you just give us some more detail why would the new tenants better than the old, what were you doing there?

Christine Mastandrea: I wouldn’t consider it a lot of re-tenanting. It’s just that what we look at when we buy a center. We – so we have an approach, a couple of different approaches that we take. First of all, is it’s serving – successfully serving the community. And we look for opportunities that maybe there are some tenants that have been just rolling forward in portfolios or properties that haven’t been actively managed. And those types of test maybe not serving the community as well as they could be. Their sales numbers aren’t there. The management of the business is not as active as it should be. We take those opportunities to re-merchandise because we think, first of all, again, our goal is to successfully serve the community.

And in doing so, we look for those types of businesses that do that and have the strong sales to match that. So an example is, I think, is a really good one is when we bought the one in Woodlands, which has been really a phenomenal property. It’s a really well-located property. We’ve been able to re-tenant two of the operators in there and significantly raise the rents at the same time. So we’ve gotten stronger operators and have been able to raise the rents. And again, we look at that because the area is such a strong area, why shouldn’t we move in that direction, especially with the strong market that we have today. The same – and we always have that look at every other acquisition that we take a look at the same type of point of view. We get an understanding of who’s in there, are they meeting the community needs.

Is there an opportunity to re-tenant? And then again, I would say that Las Colinas, which is an example that we used at one that was several years ago. There was a significant re-tenanting in that center. But with that, we — the traffic levels are much higher. Again, the quality of revenue is much better, and we’ve been able to raise the rents as well. So that’s always been our approach and acquisition. I think it’s been very successful, and we’ll continue doing it in the future.

Michael Diana: Okay. Great. Thank you very much.

Operator: Thank you, sir. Ladies and gentlemen, we have reached the end of our question-and-answer session. And I would like to turn the call back over to Dave Holeman for closing remarks. Please go ahead, sir.

Dave Holeman: Well, thank you, everyone, for joining us today. I’d just like to wrap up by saying I’m extremely proud of the progress that’s been made at Whitestone. A little over 2 years ago, we put a new team in place at the leadership level, our Board significantly reshaped itself and we made commitments to shareholders. Since that time, I’m extremely proud that we’ve delivered on those commitments. And I guess I’ll just leave you with today, I’m also extremely confident that the momentum and the progress we have today is going to only continue to accelerate as we move through this year and into the coming years. We have great assets, great markets, have a great team, and we thank you so much for your support. As I said in my comments, a number of conferences coming up over the next few months. So love to run into some of you at NAREIT or other places. If there’s anything we can do, don’t hesitate to reach out. Thank you.

Operator: Thank you, sir. Ladies and gentlemen, that then concludes today’s conference. Thank you for joining us. You may now disconnect your lines.