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Form 8-K Whitestone REIT For: May 05

May 5, 2015 5:21 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 Or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2015

Whitestone REIT
(Exact name of registrant as specified in charter)

Maryland
 
001-34855
 
76-0594970
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

2600 South Gessner, Suite 500, Houston, Texas
 
77063
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code: (713) 827-9595
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









Item 2.02 Results of Operations and Financial Condition.

On May 5, 2015, Whitestone REIT (the “Company”) announced its financial results for the three months ended March 31, 2015. A copy of the Company’s May 5, 2015 press release is furnished as Exhibit 99.1 to this current report on Form 8-K. A copy of the Company’s Quarterly Operating and Financial Supplemental Package is furnished as Exhibit 99.2 to this current report on Form 8-K. The information contained in this current report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference into any registration statement filed or to be filed by the Company under the Securities Act of 1933, as amended.

Item 9.01 Exhibits

(d) Exhibits.

99.1    Press release of Whitestone REIT, dated May 5, 2015.

99.2    Quarterly Supplemental Operating and Financial Data Package for Whitestone REIT for the three months ended March 31, 2015.







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Whitestone REIT
 
 
 
(Registrant)
 
 
 
 
Date:
May 5, 2015
 
By: /s/ David K. Holeman
 
 
 
Name: David K. Holeman
Title:   Chief Financial Officer







EXHIBIT INDEX

99.1
Press release of Whitestone REIT, dated May 5, 2015.
99.2
Quarterly Supplemental Operating and Financial Data for Whitestone REIT for the three months ended March 31, 2015.








WHITESTONE REIT ANNOUNCES OPERATING RESULTS FOR
FIRST QUARTER 2015

Houston, Texas, May 5, 2015 - Whitestone REIT (NYSE: WSR - “Whitestone” or the “Company”), a fully integrated real estate company that owns, re-develops, repositions, leases, manages, and operates Community Centered PropertiesTM, announced its financial results for the first quarter of 2015.

Operating and Financial Highlights First Quarter 2015 Compared to 2014

Total revenues increased 22.4%.
Property net operating income increased 23.3%.
Funds From Operations Core per diluted share increased 9.7%.
Rent rates (GAAP basis) on new and renewal leases increased 4.9% and 10.9%, respectively.
Reiterates 2015 annual guidance.

“Our focused strategy of owning Community Centered Properties™ in high growth markets such as Arizona and Texas has resulted in property net operating income growth of 23% and FFO Core per share growth of 9.7% in the first quarter of 2015," stated James C. Mastandrea, Whitestone’s Chairman and Chief Executive Officer. "During the first quarter, we continued to add high quality tenants that support our diversified, stable cash-flow. As we move through the balance of 2015, we anticipate leasing volume to accelerate and expect to close on additional properties from our solid pipeline of potential acquisitions." Mr. Mastandrea concluded, "Furthermore, we also remain committed to increasing our overall occupancy levels through our targeted leasing efforts focused on local service-oriented tenants that are central to our Community Centered PropertyTM business model and comprise approximately 70% of our tenant base.”

Financial Results for First Quarter 2015

Total revenues grew 22.4% to $21.3 million compared to $17.4 million in the first quarter of 2014.
Property net operating income ("NOI") increased by 23.3% to $14.3 million as compared to $11.6 million in the same period of 2014.
Funds from operations ("FFO") Core increased 16.6% to $8.2 million from $7.0 million in the first quarter of 2014.
FFO Core per diluted common share and operating partnership ("OP") unit grew 9.7% to $0.34, as compared to $0.31 per diluted common share and OP unit for the same period of 2014.
FFO was $6.3 million, or $0.26 per share, compared with $6.4 million, $0.28 per share, in the prior year.
Net income attributable to Whitestone REIT was $1.6 million, or $0.07 per share, as compared to $2.4 million, or $0.11 per share, in the prior year.
Same-store NOI growth improved 1.2% or $0.1 million as compared to the same period in 2014.

Operating Results

The Company's total occupancy improved, as compared to March 31, 2014, by 20 basis points to 86.0% as of the end of the first quarter of 2015. During the first quarter of 2015, the leasing team signed 76 leases totaling 196,401 square feet in new, expansion, and renewal leases. The average lease size was 2,584 square feet. For the first quarter of 2015, total lease value added was $8.6 million. This compares to 113 new and renewal leases totaling 231,720 square feet and approximately $11.5 million in total lease value during the same period in 2014.

Community Centered PropertiesTM Portfolio Statistics

As of March 31, 2015, the Company's diversified tenant base comprised of 1,355 tenants, with the largest tenant accounting for only 2.1% of annualized rental revenues as of March 31, 2015.  Lease terms for our properties range





from less than one year for smaller tenants to over 15 years for larger tenants.  The Company’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance.

Acquisition Activity

During the first quarter of 2015, Whitestone completed the acquisition of one Community Centered PropertyTM, City View Village, for approximately $6.3 million. The 17,870 square foot property was 100% leased at the time of purchase and is located in San Antonio, Texas across the street from The Strand at Heubner Oaks, our 73,920 square foot community center that was acquired in 2014.

Balance Sheet and Liquidity

Undepreciated real estate assets were $682.6 million as of March 31, 2015 as compared to $673.7 million at prior year end.

Whitestone had 44 properties unencumbered by mortgage debt as of March 31, 2015, with an undepreciated cost basis of $433.7 million. As of March 31, 2015, the Company had total real estate debt of $402.7 million, of which $223.6 million, or approximately 56%, was subject to fixed interest rates. The Company's weighted average interest rate on all debt for the first quarter of 2015 was 3.12%.

At quarter end, Whitestone had $4.3 million of cash available on its balance sheet and $270.9 million of available capacity under its credit facility, before the $200 million accordion option.

Dividend

On February 26, 2015, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the second quarter of 2015, to be paid in three equal installments of $0.095 in April, May and June 2015. The dividend amount per share has remained the same since the distribution paid on July 8, 2010.

FFO Guidance

The Company is reiterating full year FFO Core guidance in the range of $1.25 to $1.30 per share. Please refer to the “2015 Financial Guidance” of the supplemental data package for the full list of guidance information.

Supplemental Financial Information

Further details regarding Whitestone REIT's results of operations, communities and tenants can be accessed at the Company's website at www.whitestonereit.com
 
Conference Call Information

Whitestone will host a webcast and conference call for investors and other interested parties on Wednesday, May 6, 2015 at 11:00 A.M. (Eastern Time). The call will be led by James C. Mastandrea, Chairman and Chief Executive Officer, and David K. Holeman, Chief Financial Officer. Interested parties can listen to the call live on the internet through the Investor Relations section of the Company’s website, www.whitestonereit.com, using the News/Events - Press Releases tab.

The call is also accessible via telephone by dialing 1-800-946-0785 for domestic participants or 1-719-325-2443 for international participants. Listeners should go to the website at least 15 minutes prior to the call to download and install any necessary audio software. Those dialing in should call in at least five to ten minutes prior to the start.

The conference call will be recorded and a telephonic replay will be available through May 20, 2015, by dialing 1-877-870-5176 for domestic listeners or 1-858-384-5517 for international listeners and entering the pass code 5781573. Additionally, a replay of the call will be available on the Company’s website until its next earnings release.






The earnings release and supplemental data package will be located in the Investor Relations section of the website on the News/Events - Press Releases tab. For those without internet access, the first quarter 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 1-713-435-2219.

About Whitestone REIT

Whitestone REIT (NYSE: WSR) is a fully integrated real estate investment trust ("REIT") that owns, re-develops, repostions, leases, manages and operates Community Centered PropertiesTM. Whitestone focuses on value creation in its community centers, concentrating on local service-oriented tenants. Whitestone's diversified tenant base provides service offerings including specialty retail, grocery, restaurants, medical, educational and financial services. Founded in 1998, the Company is internally managed with a portfolio of 64 commercial properties in Texas, Arizona, and Illinois. For additional information about the Company, please visit www.whitestonereit.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends for all such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such information is subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by the Company's use of forward-looking terminology, such as "may," "will," "plan," "expect," "intend," "anticipate," "believe," "continue" or similar words or phrases that are predictions of future events or trends and which do not relate solely to historical matters. Examples of such statements in this press release include, but are not limited to, the strength of the Company's leasing portfolio and lease renewal activities.
The following are some of the factors that could cause the Company's actual results and its expectations to differ materially from those described in the Company's forward-looking statements: the Company's ability to meet its assumptions regarding its earnings guidance, including its ability to execute effectively its acquisition and disposition strategy, to continue to execute its development pipeline on schedule and at the expected costs, and its ability to grow its NOI as expected, which could be impacted by a number of factors, including, among other things, its ability to continue to renew leases or re-let space on attractive terms and to otherwise address its leasing rollover; the Company's ability to successfully identify and consummate suitable acquisitions; current adverse market and economic conditions; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic and regulatory changes; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code; and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission.

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

Non-GAAP Financial Measures

This release contains the 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 the National Association of Real Estate Investment Trusts, ("NAREIT"), which states that FFO should represent net income available to common shareholders (computed in accordance with GAAP) excluding gains or losses from sales of operating assets, impairment charges and extraordinary items, plus depreciation and amortization of operating properties, including the Company's share of unconsolidated real estate joint ventures and partnerships. FFO does not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company's performance or to cash flow from operations as a measure of liquidity or ability to make distributions and service debt.

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

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

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

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.

Contact Whitestone REIT:

David K. Holeman, CFO
(713) 435-2227 [email protected]








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


 
 
March 31, 2015
 
December 31, 2014
 
 
(unaudited)
 
 
ASSETS
Real estate assets, at cost
 
 
 
 
Property
 
$
682,571

 
$
673,655

Accumulated depreciation
 
(75,782
)
 
(71,587
)
Total real estate assets
 
606,789

 
602,068

Cash and cash equivalents
 
4,320

 
4,236

Marketable securities
 
1,015

 
973

Escrows and acquisition deposits
 
3,386

 
4,092

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
12,188

 
11,834

Unamortized lease commissions and loan costs
 
8,590

 
8,879

Prepaid expenses and other assets
 
3,067

 
2,215

Total assets
 
$
639,355

 
$
634,297

 
 
 
 
 
LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
Notes payable
 
$
403,524

 
$
394,093

Accounts payable and accrued expenses
 
15,051

 
15,882

Tenants' security deposits
 
4,418

 
4,372

Dividends and distributions payable
 
6,747

 
6,627

Total liabilities
 
429,740

 
420,974

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, 2015 and December 31, 2014, respectively
 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 23,264,518 and 22,835,695 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
 
23

 
23

Additional paid-in capital
 
305,862

 
304,078

Accumulated deficit
 
(99,006
)
 
(93,938
)
Accumulated other comprehensive loss
 
(363
)
 
(91
)
Total Whitestone REIT shareholders' equity
 
206,516

 
210,072

Noncontrolling interest in subsidiary
 
3,099

 
3,251

Total equity
 
209,615

 
213,323

Total liabilities and equity
 
$
639,355

 
$
634,297








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

 
 
Three Months Ended March 31,
 
 
2015
 
2014
Property revenues
 
 
 
 
Rental revenues
 
$
16,465

 
$
13,614

Other revenues
 
4,787

 
3,761

Total property revenues
 
21,252

 
17,375

 
 
 
 
 
Property expenses
 
 
 
 
Property operation and maintenance
 
4,083

 
3,524

Real estate taxes
 
2,904

 
2,277

Total property expenses
 
6,987

 
5,801

 
 
 
 
 
Other expenses (income)
 
 
 
 
General and administrative
 
4,485

 
2,957

Depreciation and amortization
 
4,564

 
3,829

Interest expense
 
3,408

 
2,329

Interest, dividend and other investment income
 
(9
)
 
(21
)
Total other expense
 
12,448

 
9,094

 
 
 
 
 
Income from continuing operations before loss on sale or disposal of assets and income taxes
 
1,817

 
2,480

 
 
 
 
 
Provision for income taxes
 
(83
)
 
(81
)
Loss on sale or disposal of assets
 
(105
)
 
(87
)
Income from continuing operations
 
1,629

 
2,312

 
 
 
 
 
Income (loss) from discontinued operations
 
(8
)
 
120

Income (loss) from discontinued operations
 
(8
)
 
120

 
 
 
 
 
Net income
 
1,621

 
2,432

 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
27

 
60

 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,372






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

 
 
Three Months Ended March 31,
 
 
2015
 
2014
Basic Earnings Per Share:
 
 
 
 
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
 
$
0.07

 
$
0.10

Income from discontinued operations attributable to Whitestone REIT
 
0.00

 
0.01

Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
 
$
0.07

 
$
0.11

Diluted Earnings Per Share:
 
 
 
 
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
 
$
0.06

 
$
0.10

Income from discontinued operations attributable to Whitestone REIT
 
0.00

 
0.01

Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
 
$
0.06

 
$
0.11

 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
Basic
 
22,577

 
21,823

Diluted
 
23,226

 
21,949

 
 
 
 
 
Distributions declared per common share / OP unit
 
$
0.2850

 
$
0.2850

 
 
 
 
 
Consolidated Statements of Comprehensive Income
 
 
 
 
 
 
 
 
 
Net income
 
$
1,621

 
$
2,432

 
 
 
 
 
Other comprehensive gain (loss)
 
 
 
 
 
 
 
 
 
Unrealized loss on cash flow hedging activities
 
(319
)
 
(38
)
Unrealized gain on available-for-sale marketable securities
 
41

 
83

 
 
 
 
 
Comprehensive income
 
1,343

 
2,477

 
 
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
 
23

 
61

 
 
 
 
 
Comprehensive income attributable to Whitestone REIT
 
$
1,320

 
$
2,416








Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net income from continuing operations
 
$
1,629

 
$
2,312

Net income (loss) from discontinued operations
 
(8
)
 
120

Net income
 
1,621

 
2,432

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

 
 

Depreciation and amortization
 
4,564

 
3,831

Amortization of deferred loan costs
 
300

 
202

Amortization of notes payable discount
 
74

 
76

Loss on sale or disposal of assets and properties
 
105

 
84

Bad debt expense
 
184

 
390

Share-based compensation
 
1,699

 
373

Changes in operating assets and liabilities:
 
 
 
 
Escrows and acquisition deposits
 
706

 
(96
)
Accrued rent and accounts receivable
 
(538
)
 
(960
)
Unamortized lease commissions
 
(273
)
 
(290
)
Prepaid expenses and other assets
 
145

 
135

Accounts payable and accrued expenses
 
(1,122
)
 
(241
)
Tenants' security deposits
 
46

 
132

Net cash provided by operating activities
 
7,519

 
5,948

Net cash provided by (used in) operating activities of discontinued operations
 
(8
)
 
33

Cash flows from investing activities:
 
 

 
 

Acquisitions of real estate
 
(6,300
)
 

Additions to real estate
 
(2,876
)
 
(2,090
)
Net cash used in investing activities
 
(9,176
)
 
(2,090
)
Net cash used in investing activities of discontinued operations
 

 
(33
)
Cash flows from financing activities:
 
 

 
 

Distributions paid to common shareholders
 
(6,526
)
 
(6,231
)
Distributions paid to OP unit holders
 
(113
)
 
(158
)
Payments of exchange offer costs
 

 
(14
)
Proceeds from revolving credit facility, net
 
9,000

 

Repayments of notes payable
 
(612
)
 
(493
)
Net cash provided by (used in) financing activities
 
1,749

 
(6,896
)
Net cash used in financing activities of discontinued operations
 

 
(11
)
Net increase (decrease) in cash and cash equivalents
 
84

 
(3,049
)
Cash and cash equivalents at beginning of period
 
4,236

 
6,491

Cash and cash equivalents at end of period
 
$
4,320

 
$
3,442







Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(unaudited)
(in thousands)
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Supplemental disclosure of cash flow information:
 
 

 
 

Cash paid for interest
 
$
3,132

 
$
2,137

Non cash investing and financing activities:
 
 

 
 

Disposal of fully depreciated real estate
 
$
41

 
$
45

Financed insurance premiums
 
$
1,057

 
$
888

Value of shares issued under dividend reinvestment plan
 
$
23

 
$
26

Value of common shares exchanged for OP units
 
$
64

 
$
103

Change in fair value of available-for-sale securities
 
$
41

 
$
83

Change in fair value of cash flow hedge
 
$
(319
)
 
$
(38
)










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
 
2015
 
2014
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,372

Depreciation and amortization of real estate assets (1)
 
4,540

 
3,901

Loss on disposal of assets (1)
 
105

 
85

Net income attributable to noncontrolling interests (1)
 
27

 
60

FFO
 
6,266

 
6,418

 
 
 
 
 
Non cash share-based compensation expense
 
1,674

 
373

Acquisition costs
 
244

 
146

Rent support agreement payments received
 

 
80

FFO Core
 
$
8,184

 
$
7,017

 
 
 
 
 
FFO PER SHARE AND OP UNIT CALCULATION:
 
 
 
 
Numerator:
 
 
 
 
FFO
 
$
6,266

 
$
6,418

Distributions paid on unvested restricted common shares
 
(107
)
 
(19
)
FFO excluding amounts attributable to unvested restricted common shares
 
$
6,159

 
$
6,399

FFO Core excluding amounts attributable to unvested restricted common shares
 
$
8,077

 
$
6,998

 
 
 
 
 
Denominator:
 
 
 
 
Weighted average number of total common shares - basic
 
22,577

 
21,823

Weighted average number of total noncontrolling OP units - basic
 
393

 
556

Weighted average number of total commons shares and noncontrolling OP units - basic
 
22,970

 
22,379

 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
Unvested restricted shares
 
649

 
126

Weighted average number of total common shares and noncontrolling OP units - dilutive
 
23,619

 
22,505

 
 
 
 
 
FFO per common share and OP unit - basic
 
$
0.27

 
$
0.29

FFO per common share and OP unit - diluted
 
$
0.26

 
$
0.28

 
 
 
 
 
FFO Core per common share and OP unit - basic
 
$
0.35

 
$
0.31

FFO Core per common share and OP unit - diluted
 
$
0.34

 
$
0.31

(1) 
Includes amounts from discontinued operations.





Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
 
 
Three Months Ended
 
 
March 31,
 
 
2015
 
2014
PROPERTY NET OPERATING INCOME
 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,372

General and administrative expenses
 
4,485

 
2,957

Depreciation and amortization
 
4,564

 
3,829

Interest expense
 
3,408

 
2,329

Interest, dividend and other investment income
 
(9
)
 
(21
)
Provision for income taxes
 
83

 
81

Loss on disposal of assets
 
105

 
87

Loss (income) from discontinued operations
 
8

 
(120
)
Net income attributable to noncontrolling interests
 
27

 
60

NOI
 
$
14,265

 
$
11,574















CORPORATE PROFILE
 
 
 
 
 
 
 
 
 
NYSE: WSR
 
Whitestone REIT (NYSE: WSR) is a fully integrated real estate investment trust that owns,
Common Shares
 
operates and redevelops Community Centered Properties TM, which are visibly located properties in
 
 
established or developing, culturally diverse neighborhoods. As of March 31, 2015, we owned
 
 
64 Community Centered Properties TM with approximately 5.5 million square feet of gross leasable
64 Community Centers
 
area, located in five of the top markets in the United States in terms of population growth: Houston,
5.5 Million Sq. Ft. of gross
 
Dallas-Fort Worth, San Antonio, Phoenix and Chicago. Headquartered in Houston, Texas, we were
leasable area
 
founded in 1998.
1,355 Tenants
 
 
 
 
We focus on value creation in our properties, as we market, lease and manage our properties. We
5 Top Growth Markets
 
invest in properties that are or can become Community Centered Properties TM from which our tenants
Houston
 
deliver needed services to the surrounding community. We focus on properties with smaller rental
Dallas-Fort Worth
 
spaces that present opportunities for attractive returns.
San Antonio
 
 
Phoenix
 
Our strategic efforts target entrepreneurial, service-oriented tenants at each property who provide
Chicago
 
services to their respective surrounding communities. Operations include an internal management
 
 
structure providing cost-effective services to locally-oriented, smaller space tenants. Multi-cultural
Fiscal Year End
 
community focus sets us apart from traditional commercial real estate operators. We value diversity
12/31
 
on our team and maintain in-house leasing, property management, marketing, construction and
 
 
maintenance departments with culturally diverse and multi-lingual associates who understand the
Common Shares &
 
particular needs of our tenants and neighborhoods.
Units Outstanding*:
 
 
Common Shares: 23.2 Million
 
We have a diverse tenant base concentrated on service offerings such as medical, educational, casual
Operating Partnership Units:
 
dining and convenience services. These tenants tend to occupy smaller spaces (less than 3,000 square
     0.4 Million
 
feet) and, as of March 31, 2015, provided a 53% premium rental rate compared to our larger
 
 
space tenants. The largest of our 1,355 tenants comprised less than 2.1% of our annualized base
 
 
rental revenues for the three months ended March 31, 2015.
 
 
 
 
 
 
 
 
 
Distribution (per share / unit):
 
Investor Relations:
 
 
 
 
Quarter: $ 0.2850
 
Whitestone REIT
 
 
 
 
 
ICR inc.
Annualized: $ 1.1400
 
David K. Holeman, CFO
 
 
 
Brad Cohen
Dividend Yield: 7.7%**
 
2600 South Gessner, Suite 500, Houston, Texas 77063
 
 
 
203.682.8211
 
 
713.435.2227 email: [email protected]
 
 
Board of Trustees:
 
website: www.whitestonereit.com
 
 
James C. Mastandrea
 
 
 
 
Daryl J. Carter
 
Analyst Coverage:
 
 
 
 
 
 
Donald F. Keating
 
BMO Capital Markets Corp.
 
J.J.B. Hilliard, W.L. Lyons, LLC
 
JMP Securities
 
Ladenburg Thalmann
Paul T. Lambert
 
Paul Adornato, CFA
 
Carol L. Kemple
 
Mitch Germain
 
Daniel P. Donlan
Jack L. Mahaffey
 
212.885.4170
 
502.588.1839
 
212.906.3546
 
212.409.2056
Trustee Emeritus:
 
 
 
 
Daniel G. DeVos
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* As of May 4, 2015
 
Maxim Group
 
Wunderlich Securities, Inc.
 
 
 
 
** Based on common share price
 
Michael Diana
 
Craig Kucera
 
 
 
 
of $14.79 as of close of market on
 
212.895.3641
 
540.277.3366
 
 
 
 
May 4, 2015.
 
 
 
 
 
 

1




WHITESTONE REIT ANNOUNCES OPERATING RESULTS FOR
FIRST QUARTER 2015

Houston, Texas, May 5, 2015 - Whitestone REIT (NYSE: WSR - “Whitestone” or the “Company”), a fully integrated real estate company that owns, re-develops, repositions, leases, manages, and operates Community Centered PropertiesTM, announced its financial results for the first quarter of 2015.

Operating and Financial Highlights First Quarter 2015 Compared to 2014

Total revenues increased 22.4%.
Property net operating income increased 23.3%.
Funds From Operations Core per diluted share increased 9.7%.
Rent rates (GAAP basis) on new and renewal leases increased 4.9% and 10.9%, respectively.
Reiterates 2015 annual guidance.

“Our focused strategy of owning Community Centered Properties™ in high growth markets such as Arizona and Texas has resulted in property net operating income growth of 23% and FFO Core per share growth of 9.7% in the first quarter of 2015," stated James C. Mastandrea, Whitestone’s Chairman and Chief Executive Officer. "During the first quarter, we continued to add high quality tenants that support our diversified, stable cash-flow. As we move through the balance of 2015, we anticipate leasing volume to accelerate and expect to close on additional properties from our solid pipeline of potential acquisitions." Mr. Mastandrea concluded, "Furthermore, we also remain committed to increasing our overall occupancy levels through our targeted leasing efforts focused on local service-oriented tenants that are central to our Community Centered PropertyTM business model and comprise approximately 70% of our tenant base.”

Financial Results for First Quarter 2015

Total revenues grew 22.4% to $21.3 million compared to $17.4 million in the first quarter of 2014.
Property net operating income ("NOI") increased by 23.3% to $14.3 million as compared to $11.6 million in the same period of 2014.
Funds from operations ("FFO") Core increased 16.6% to $8.2 million from $7.0 million in the first quarter of 2014.
FFO Core per diluted common share and operating partnership ("OP") unit grew 9.7% to $0.34, as compared to $0.31 per diluted common share and OP unit for the same period of 2014.
FFO was $6.3 million, or $0.26 per share, compared with $6.4 million, $0.28 per share, in the prior year.
Net income attributable to Whitestone REIT was $1.6 million, or $0.07 per share, as compared to $2.4 million, or $0.11 per share, in the prior year.
Same-store NOI growth improved 1.2% or $0.1 million as compared to the same period in 2014.

Operating Results

The Company's total occupancy improved, as compared to March 31, 2014, by 20 basis points to 86.0% as of the end of the first quarter of 2015. During the first quarter of 2015, the leasing team signed 76 leases totaling 196,401 square feet in new, expansion, and renewal leases. The average lease size was 2,584 square feet. For the first quarter of 2015, total lease value added was $8.6 million. This compares to 113 new and renewal leases totaling 231,720 square feet and approximately $11.5 million in total lease value during the same period in 2014.

Community Centered PropertiesTM Portfolio Statistics

As of March 31, 2015, the Company's diversified tenant base comprised of 1,355 tenants, with the largest tenant accounting for only 2.1% of annualized rental revenues as of March 31, 2015.  Lease terms for our properties range

2


from less than one year for smaller tenants to over 15 years for larger tenants.  The Company’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance.

Acquisition Activity

During the first quarter of 2015, Whitestone completed the acquisition of one Community Centered PropertyTM, City View Village, for approximately $6.3 million. The 17,870 square foot property was 100% leased at the time of purchase and is located in San Antonio, Texas across the street from The Strand at Heubner Oaks, our 73,920 square foot community center that was acquired in 2014.

Balance Sheet and Liquidity

Undepreciated real estate assets were $682.6 million as of March 31, 2015 as compared to $673.7 million at prior year end.

Whitestone had 44 properties unencumbered by mortgage debt as of March 31, 2015, with an undepreciated cost basis of $433.7 million. As of March 31, 2015, the Company had total real estate debt of $402.7 million, of which $223.6 million, or approximately 56%, was subject to fixed interest rates. The Company's weighted average interest rate on all debt for the first quarter of 2015 was 3.12%.

At quarter end, Whitestone had $4.3 million of cash available on its balance sheet and $270.9 million of available capacity under its credit facility, before the $200 million accordion option.

Dividend

On February 26, 2015, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the second quarter of 2015, to be paid in three equal installments of $0.095 in April, May and June 2015. The dividend amount per share has remained the same since the distribution paid on July 8, 2010.

FFO Guidance

The Company is reiterating full year FFO Core guidance in the range of $1.25 to $1.30 per share. Please refer to the “2015 Financial Guidance” of the supplemental data package for the full list of guidance information.

Supplemental Financial Information

Further details regarding Whitestone REIT's results of operations, communities and tenants can be accessed at the Company's website at www.whitestonereit.com
 
Conference Call Information

Whitestone will host a webcast and conference call for investors and other interested parties on Wednesday, May 6, 2015 at 11:00 A.M. (Eastern Time). The call will be led by James C. Mastandrea, Chairman and Chief Executive Officer, and David K. Holeman, Chief Financial Officer. Interested parties can listen to the call live on the internet through the Investor Relations section of the Company’s website, www.whitestonereit.com, using the News/Events - Press Releases tab.

The call is also accessible via telephone by dialing 1-800-946-0785 for domestic participants or 1-719-325-2443 for international participants. Listeners should go to the website at least 15 minutes prior to the call to download and install any necessary audio software. Those dialing in should call in at least five to ten minutes prior to the start.

The conference call will be recorded and a telephonic replay will be available through May 20, 2015, by dialing 1-877-870-5176 for domestic listeners or 1-858-384-5517 for international listeners and entering the pass code 5781573. Additionally, a replay of the call will be available on the Company’s website until its next earnings release.


3


The earnings release and supplemental data package will be located in the Investor Relations section of the website on the News/Events - Press Releases tab. For those without internet access, the first quarter 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 1-713-435-2219.

About Whitestone REIT

Whitestone REIT (NYSE: WSR) is a fully integrated real estate investment trust ("REIT") that owns, re-develops, repostions, leases, manages and operates Community Centered PropertiesTM. Whitestone focuses on value creation in its community centers, concentrating on local service-oriented tenants. Whitestone's diversified tenant base provides service offerings including specialty retail, grocery, restaurants, medical, educational and financial services. Founded in 1998, the Company is internally managed with a portfolio of 64 commercial properties in Texas, Arizona, and Illinois. For additional information about the Company, please visit www.whitestonereit.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends for all such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such information is subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by the Company's use of forward-looking terminology, such as "may," "will," "plan," "expect," "intend," "anticipate," "believe," "continue" or similar words or phrases that are predictions of future events or trends and which do not relate solely to historical matters. Examples of such statements in this press release include, but are not limited to, the strength of the Company's leasing portfolio and lease renewal activities.
The following are some of the factors that could cause the Company's actual results and its expectations to differ materially from those described in the Company's forward-looking statements: the Company's ability to meet its assumptions regarding its earnings guidance, including its ability to execute effectively its acquisition and disposition strategy, to continue to execute its development pipeline on schedule and at the expected costs, and its ability to grow its NOI as expected, which could be impacted by a number of factors, including, among other things, its ability to continue to renew leases or re-let space on attractive terms and to otherwise address its leasing rollover; the Company's ability to successfully identify and consummate suitable acquisitions; current adverse market and economic conditions; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic and regulatory changes; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code; and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission.

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

Non-GAAP Financial Measures

This release contains the 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.


4


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

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

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

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

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.

Contact Whitestone REIT:

David K. Holeman, CFO
(713) 435-2227 [email protected]


5



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

 
 
March 31, 2015
 
December 31, 2014
 
 
(unaudited)
 
 
ASSETS
Real estate assets, at cost
 
 
 
 
Property
 
$
682,571

 
$
673,655

Accumulated depreciation
 
(75,782
)
 
(71,587
)
Total real estate assets
 
606,789

 
602,068

Cash and cash equivalents
 
4,320

 
4,236

Marketable securities
 
1,015

 
973

Escrows and acquisition deposits
 
3,386

 
4,092

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
12,188

 
11,834

Unamortized lease commissions and loan costs
 
8,590

 
8,879

Prepaid expenses and other assets
 
3,067

 
2,215

Total assets
 
$
639,355

 
$
634,297

 
 
 
 
 
LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
Notes payable
 
$
403,524

 
$
394,093

Accounts payable and accrued expenses
 
15,051

 
15,882

Tenants' security deposits
 
4,418

 
4,372

Dividends and distributions payable
 
6,747

 
6,627

Total liabilities
 
429,740

 
420,974

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, 2015 and December 31, 2014, respectively
 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 23,264,518 and 22,835,695 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively
 
23

 
23

Additional paid-in capital
 
305,862

 
304,078

Accumulated deficit
 
(99,006
)
 
(93,938
)
Accumulated other comprehensive loss
 
(363
)
 
(91
)
Total Whitestone REIT shareholders' equity
 
206,516

 
210,072

Noncontrolling interest in subsidiary
 
3,099

 
3,251

Total equity
 
209,615

 
213,323

Total liabilities and equity
 
$
639,355

 
$
634,297





6


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

 
 
Three Months Ended March 31,
 
 
2015
 
2014
Property revenues
 
 
 
 
Rental revenues
 
$
16,465

 
$
13,614

Other revenues
 
4,787

 
3,761

Total property revenues
 
21,252

 
17,375

 
 
 
 
 
Property expenses
 
 
 
 
Property operation and maintenance
 
4,083

 
3,524

Real estate taxes
 
2,904

 
2,277

Total property expenses
 
6,987

 
5,801

 
 
 
 
 
Other expenses (income)
 
 
 
 
General and administrative
 
4,485

 
2,957

Depreciation and amortization
 
4,564

 
3,829

Interest expense
 
3,408

 
2,329

Interest, dividend and other investment income
 
(9
)
 
(21
)
Total other expense
 
12,448

 
9,094

 
 
 
 
 
Income from continuing operations before loss on sale or disposal of assets and income taxes
 
1,817

 
2,480

 
 
 
 
 
Provision for income taxes
 
(83
)
 
(81
)
Loss on sale or disposal of assets
 
(105
)
 
(87
)
Income from continuing operations
 
1,629

 
2,312

 
 
 
 
 
Income (loss) from discontinued operations
 
(8
)
 
120

Income (loss) from discontinued operations
 
(8
)
 
120

 
 
 
 
 
Net income
 
1,621

 
2,432

 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
27

 
60

 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,372


7


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

 
 
Three Months Ended March 31,
 
 
2015
 
2014
Basic Earnings Per Share:
 
 
 
 
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
 
$
0.07

 
$
0.10

Income from discontinued operations attributable to Whitestone REIT
 
0.00

 
0.01

Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
 
$
0.07

 
$
0.11

Diluted Earnings Per Share:
 
 
 
 
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
 
$
0.06

 
$
0.10

Income from discontinued operations attributable to Whitestone REIT
 
0.00

 
0.01

Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
 
$
0.06

 
$
0.11

 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
Basic
 
22,577

 
21,823

Diluted
 
23,226

 
21,949

 
 
 
 
 
Distributions declared per common share / OP unit
 
$
0.2850

 
$
0.2850

 
 
 
 
 
Consolidated Statements of Comprehensive Income
 
 
 
 
 
 
 
 
 
Net income
 
$
1,621

 
$
2,432

 
 
 
 
 
Other comprehensive gain (loss)
 
 
 
 
 
 
 
 
 
Unrealized loss on cash flow hedging activities
 
(319
)
 
(38
)
Unrealized gain on available-for-sale marketable securities
 
41

 
83

 
 
 
 
 
Comprehensive income
 
1,343

 
2,477

 
 
 
 
 
Less: Comprehensive income attributable to noncontrolling interests
 
23

 
61

 
 

 

Comprehensive income attributable to Whitestone REIT
 
$
1,320

 
$
2,416



8


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net income from continuing operations
 
$
1,629

 
$
2,312

Net income (loss) from discontinued operations
 
(8
)
 
120

Net income
 
1,621

 
2,432

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

 
 

Depreciation and amortization
 
4,564

 
3,831

Amortization of deferred loan costs
 
300

 
202

Amortization of notes payable discount
 
74

 
76

Loss on sale or disposal of assets and properties
 
105

 
84

Bad debt expense
 
184

 
390

Share-based compensation
 
1,699

 
373

Changes in operating assets and liabilities:
 
 
 
 
Escrows and acquisition deposits
 
706

 
(96
)
Accrued rent and accounts receivable
 
(538
)
 
(960
)
Unamortized lease commissions
 
(273
)
 
(290
)
Prepaid expenses and other assets
 
145

 
135

Accounts payable and accrued expenses
 
(1,122
)
 
(241
)
Tenants' security deposits
 
46

 
132

Net cash provided by operating activities
 
7,519

 
5,948

Net cash provided by (used in) operating activities of discontinued operations
 
(8
)
 
33

Cash flows from investing activities:
 
 

 
 

Acquisitions of real estate
 
(6,300
)
 

Additions to real estate
 
(2,876
)
 
(2,090
)
Net cash used in investing activities
 
(9,176
)
 
(2,090
)
Net cash used in investing activities of discontinued operations
 

 
(33
)
Cash flows from financing activities:
 
 

 
 

Distributions paid to common shareholders
 
(6,526
)
 
(6,231
)
Distributions paid to OP unit holders
 
(113
)
 
(158
)
Payments of exchange offer costs
 

 
(14
)
Proceeds from revolving credit facility, net
 
9,000

 

Repayments of notes payable
 
(612
)
 
(493
)
Net cash provided by (used in) financing activities
 
1,749

 
(6,896
)
Net cash used in financing activities of discontinued operations
 

 
(11
)
Net increase (decrease) in cash and cash equivalents
 
84

 
(3,049
)
Cash and cash equivalents at beginning of period
 
4,236

 
6,491

Cash and cash equivalents at end of period
 
$
4,320

 
$
3,442


9


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(unaudited)
(in thousands)
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Supplemental disclosure of cash flow information:
 
 

 
 

Cash paid for interest
 
$
3,132

 
$
2,137

Non cash investing and financing activities:
 
 

 
 

Disposal of fully depreciated real estate
 
$
41

 
$
45

Financed insurance premiums
 
$
1,057

 
$
888

Value of shares issued under dividend reinvestment plan
 
$
23

 
$
26

Value of common shares exchanged for OP units
 
$
64

 
$
103

Change in fair value of available-for-sale securities
 
$
41

 
$
83

Change in fair value of cash flow hedge
 
$
(319
)
 
$
(38
)





10


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
 
2015
 
2014
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,372

Depreciation and amortization of real estate assets (1)
 
4,540

 
3,901

Loss on disposal of assets (1)
 
105

 
85

Net income attributable to noncontrolling interests (1)
 
27

 
60

FFO
 
6,266

 
6,418

 
 
 
 
 
Non cash share-based compensation expense
 
1,674

 
373

Acquisition costs
 
244

 
146

Rent support agreement payments received
 

 
80

FFO Core
 
$
8,184

 
$
7,017

 
 
 
 
 
FFO PER SHARE AND OP UNIT CALCULATION:
 
 
 
 
Numerator:
 
 
 
 
FFO
 
$
6,266

 
$
6,418

Distributions paid on unvested restricted common shares
 
(107
)
 
(19
)
FFO excluding amounts attributable to unvested restricted common shares
 
6,159

 
6,399

FFO Core excluding amounts attributable to unvested restricted common shares
 
$
8,077

 
$
6,998

 
 
 
 
 
Denominator:
 
 
 
 
Weighted average number of total common shares - basic
 
22,577

 
21,823

Weighted average number of total noncontrolling OP units - basic
 
393

 
556

Weighted average number of total commons shares and noncontrolling OP units - basic
 
22,970

 
22,379

 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
Unvested restricted shares
 
649

 
126

Weighted average number of total common shares and noncontrolling OP units - dilutive
 
23,619

 
22,505

 
 
 
 
 
FFO per common share and OP unit - basic
 
$
0.27

 
$
0.29

FFO per common share and OP unit - diluted
 
$
0.26

 
$
0.28

 
 
 
 
 
FFO Core per common share and OP unit - basic
 
$
0.35

 
$
0.31

FFO Core per common share and OP unit - diluted
 
$
0.34

 
$
0.31

(1)  
Includes amounts from discontinued operations.
Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands, except per share and per unit data)

 
 
Three Months Ended
 
 
March 31,
 
 
2015
 
2014
PROPERTY NET OPERATING INCOME
 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,372

General and administrative expenses
 
4,485

 
2,957

Depreciation and amortization
 
4,564

 
3,829

Interest expense
 
3,408

 
2,329

Interest, dividend and other investment income
 
(9
)
 
(21
)
Provision for income taxes
 
83

 
81

Loss on disposal of assets
 
105

 
87

Loss (income) from discontinued operations
 
8

 
(120
)
Net income attributable to noncontrolling interests
 
27

 
60

NOI
 
$
14,265

 
$
11,574


EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION
 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,372

Depreciation and amortization (1)
 
4,564

 
3,908

Interest expense (1)
 
3,408

 
2,372

Provision for income taxes (1)
 
83

 
84

Loss on disposal of assets (1)
 
105

 
85

Net income attributable to noncontrolling interests
 
27

 
60

EBITDA (2)
 
$
9,781

 
$
8,881


 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
 
2015
 
2014
 
2014
 
2014
Net income attributable to Whitestone REIT
 
$
1,594

 
$
2,862

 
$
1,103

 
$
1,253

Depreciation and amortization (1)
 
4,564

 
4,225

 
3,998

 
3,908

Interest expense (1)
 
3,408

 
3,054

 
2,762

 
2,449

Provision for income taxes (1)
 
83

 
77

 
74

 
57

(Gain) loss on disposal of assets (1)
 
105

 
(1,885
)
 

 
24

Net income attributable to noncontrolling interests
 
27

 
51

 
18

 
27

EBITDA (2)
 
$
9,781

 
$
8,384

 
$
7,955

 
$
7,718


(1)  
Includes amounts from discontinued operations.

(2) 
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.


11


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

 
 
Three Months Ended March 31,
 
Increase
 
% Increase
 
 
2015
 
2014
 
(Decrease)
 
(Decrease)
Same store (51 properties, exclusive of land held for development) (1)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
13,972

 
$
13,614

 
$
358

 
3
 %
Other revenues
 
3,859

 
3,761

 
98

 
3
 %
Total property revenues
 
17,831

 
17,375

 
456

 
3
 %
 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
3,647

 
3,524

 
123

 
3
 %
Real estate taxes
 
2,471

 
2,277

 
194

 
9
 %
Total property expenses
 
6,118

 
5,801

 
317

 
5
 %
 
 
 
 
 
 
 
 
 
Total same store net operating income
 
11,713

 
11,574

 
139

 
1
 %
 
 
 
 
 
 
 
 
 
New store (7 properties, exclusive of land held for development)(2)
 
 
 
 
 
 
 
 
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
2,493

 

 
2,493

 
Not Meaningful

Other revenues
 
928

 

 
928

 
Not Meaningful

Total property revenues
 
3,421

 

 
3,421

 
Not Meaningful

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
436

 

 
436

 
Not Meaningful

Real estate taxes
 
433

 

 
433

 
Not Meaningful

Total property expenses
 
869

 

 
869

 
Not Meaningful

 
 
 
 
 
 
 
 
 
Total new store net operating income
 
2,552

 

 
2,552

 
Not Meaningful

 
 
 
 
 
 
 
 
 
Total property net operating income
 
14,265

 
11,574

 
2,691

 
23
 %
 
 
 
 
 
 
 
 
 
Less total other expenses, provision for income taxes and loss on disposal of assets
 
12,636

 
9,262

 
3,374

 
36
 %
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
1,629

 
2,312

 
(683
)
 
(30
)%
Income (loss) from discontinued operations, net of taxes
 
(8
)
 
120

 
(128
)
 
(107
)%
 
 
 
 
 
 
 
 
 
Net income
 
$
1,621

 
$
2,432

 
$
(811
)
 
(33
)%

(1) 
We define “Same Stores” as properties that have been owned since the beginning of the period being compared. For purposes of comparing the three months ended March 31, 2015 to the three months ended March 31, 2014, Same Stores include properties currently owned that were acquired before January 1, 2014.


12


(2) 
We define “New Stores” as properties that have been owned since the beginning of the period being compared. For purposes of comparing the three months ended March 31, 2015 to the three months ended March 31, 2014, New Stores include properties acquired between January 1, 2014 and March 31, 2015.

13


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

 
 
Three Months Ended
 
 
March 31,
 
 
2015
 
2014
Other Financial Information:
 
 
 
 
 
 
 
 
 
Tenant improvements (1)
 
$
869

 
$
543

Leasing commissions
 
$
242

 
$
356

Maintenance Capital
 
$
514

 
$
141

Scheduled debt principal payments
 
$
402

 
$
405

Straight line rent income
 
$
198

 
$
366

Market rent amortization income (loss) from acquired leases
 
$
39

 
$
(91
)
Non-cash share-based compensation expense
 
$
1,674

 
$
373

Non-real estate depreciation and amortization
 
$
23

 
$
8

Amortization of loan fees
 
$
300

 
$
202

Acquisition costs
 
$
244

 
$
146

Undepreciated value of unencumbered properties
 
$
433,698

 
$
358,836

Number of unencumbered properties
 
44

 
41

Full time employees
 
86

 
75


(1)
Does not include first generation costs for tenant improvements and leasing commission costs needed for new acquisitions or redevelopment of a property to bring the property to operating standards for its intended use.



14


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
 
 
As of March 31, 2015
MARKET CAPITALIZATION:
 
Percent of Total Equity
 
Total Market Capitalization
 
Percent of Total Market Capitalization
Equity Capitalization:
 
 
 
 
 
 
Common shares outstanding
 
98.4
%
 
23,265

 
 
Operating partnership units outstanding
 
1.6
%
 
390

 
 
Total
 
100.0
%
 
23,655

 
 
 
 
 
 
 
 
 
Market price of common shares as of
 
 
 
 
 
 
March 31, 2015
 
 
 
$
15.88

 
 
 
 
 
 
 
 
 
Total equity capitalization
 
 
 
375,641

 
48
%
 
 
 
 
 
 
 
Debt Capitalization:
 
 
 
 
 
 
Outstanding debt
 
 
 
$
403,524

 
 
Less: Cash and cash equivalents
 
 
 
(4,320
)
 
 
 
 
 
 
399,204

 
52
%
 
 
 
 
 
 
 
Total Market Capitalization as of
 
 
 
 
 
 
December 31, 2014
 
 
 
$
774,845

 
100
%


SELECTED RATIOS:
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
 
2015
 
2014
 
2014
 
2014
INTEREST COVERAGE RATIO
 
 
 
 
 
 
 
 
EBITDA/Interest Expense
 
 
 
 
 
 
 
 
EBITDA
 
$
9,781

 
$
8,384

 
$
7,955

 
$
7,718

Interest expense, excluding amortization of loan fees (1)
 
3,108

 
2,791

 
2,531

 
2,246

Ratio of EBITDA to interest expense
 
3.1

 
3.0

 
3.1

 
3.4

 
 
 
 
 
 
 
 
 
LEVERAGE RATIO
 
 
 
 
 
 
 
 
Debt/Undepreciated Book Value
 
 
 
 
 
 
 
 
Outstanding debt (1)
 
$
403,524

 
$
394,093

 
$
304,090

 
$
264,123

Less: Cash
 
(4,320
)
 
(4,236
)
 
(6,268
)
 
(5,042
)
Outstanding debt after cash
 
$
399,204

 
$
389,857

 
$
297,822

 
$
259,081

 
 
 
 
 
 
 
 
 
Undepreciated real estate assets (1)
 
$
682,571

 
$
673,655

 
$
585,741

 
$
548,515

 
 
 
 
 
 
 
 
 
Ratio of debt to real estate assets
 
58
%
 
58
%
 
51
%
 
47
%


15


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,
 
 
2015
 
2014
 
2014
 
2014
Debt/EBITDA Ratio
 
 
 
 
 
 
 
 
Outstanding debt (1)
 
$
403,524

 
$
394,093

 
$
304,090

 
$
264,123

Less: Cash
 
(4,320
)
 
(4,236
)
 
(6,268
)
 
(5,042
)
Outstanding debt after cash
 
399,204

 
389,857

 
297,822

 
259,081

 
 
 
 
 
 
 
 
 
EBITDA
 
$
9,781

 
$
8,384

 
$
7,955

 
$
7,718

Non-cash share based compensation
 
1,674

 
1,644

 
1,485

 
1,234

EBITDA, adjusted
 
11,455

 
10,028

 
9,440

 
8,952

 
 
 
 
 
 
 
 
 
Impact of partial quarter acquisitions and dispositions
 
121

 
906

 
346

 

 
 
 
 
 
 
 
 
 
Pro forma quarterly EBITDA
 
11,576

 
10,934

 
9,786

 
8,952

 
 
 
 
 
 
 
 
 
Pro forma annualized EBITDA (2)
 
46,304

 
43,736

 
39,144

 
35,808

 
 
 
 
 
 
 
 
 
Ratio of EBITDA to debt
 
8.62

 
8.91

 
7.61

 
7.24


(1)  
Includes amounts from discontinued operations.

(2) 
Pro forma annualized EBITDA represents pro forma quarterly EBITDA multiplied by four.


16


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

Description
 
March 31, 2015
 
December 31, 2014
Fixed rate notes
 
 
 
 
$10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1)
 
$
10,400

 
$
10,460

$50.0 million, 0.84% plus 1.35% to 1.90% Note, due February 17, 2017 (2)
 
50,000

 
50,000

$37.0 million 3.76% Note, due December 1, 2020
 
35,858

 
36,090

$6.5 million 3.80% Note, due January 1, 2019
 
6,314

 
6,355

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

 
19,000

$20.2 million 4.28% Note, due June 6, 2023
 
20,200

 
20,200

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

 
14,000

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

 
14,300

$16.5 million 4.97% Note, due September 26, 2023
 
16,450

 
16,450

$15.1 million 4.99% Note, due January 6, 2024
 
15,060

 
15,060

$9.2 million, Prime Rate less 2.00%, due December 29, 2017 (3)
 
7,888

 
7,888

$2.6 million 5.46% Note, due October 1, 2023
 
2,576

 
2,583

$11.1 million 5.87% Note, due August 6, 2016
 
11,531

 
11,607

$0.9 million 2.97% Note, due November 28, 2015
 
847

 

Floating rate notes
 
 
 
 
Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018
 
129,100

 
120,100

$50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019
 
50,000

 
50,000

 
 
$
403,524

 
$
394,093


(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 $50 million term loan under our previous unsecured revolving credit facility at 0.84%.
(3) 
Promissory note includes an interest rate swap that fixed the interest rate at 5.72% for the duration of the term. As part of our acquisition of Paradise Plaza in August 2012, we recorded a discount on the note of $1.3 million, which amortizes into interest expense over the life of the loan and results in an imputed interest rate of 4.13%.


SCHEDULE OF DEBT MATURITIES AS OF MARCH 31, 2015
(in thousands)
 
Year
 
Scheduled Amortization Payments
 
Scheduled Maturities
 
Total Scheduled Maturities
 
Percentage of Debt Maturing
 
 
 
 
 
 
 
 
 
2015
 
$
2,287

 
$

 
$
2,287

 
0.6
%
2016
 
2,144

 
11,125

 
13,269

 
3.3
%
2017
 
2,374

 
57,838

 
60,212

 
14.9
%
2018
 
2,576

 
138,660

 
141,236

 
35.0
%
2019
 
2,392

 
55,657

 
58,049

 
14.4
%
Thereafter
 
9,237

 
119,234

 
128,471

 
31.8
%
Total
 
$
21,010

 
$
382,514

 
$
403,524

 
100.0
%

17


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
 
2015
 
2015
 
2014
 
2014
 
2014
Retail
 
3,308,284

 
88
%
 
89
%
 
87
%
 
88
%
Office/Flex
 
1,201,672

 
86
%
 
87
%
 
85
%
 
87
%
Office
 
521,134

 
77
%
 
77
%
 
78
%
 
76
%
Total - Operating Portfolio
 
5,031,090

 
86
%
 
87
%
 
86
%
 
86
%
Redevelopment, New Acquisitions (1)
 
472,573

 
85
%
 
85
%
 
87
%
 
86
%
Total
 
5,503,663

 
86
%
 
87
%
 
86
%
 
86
%
 
(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 redevelopment or re-tenanting.

18


Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
(continued)

Tenant Name
 
Location
 
Annualized Base Rental Revenue (in thousands)
 
Percentage of Total Annualized Base Rental Revenues (1)
 
Initial Lease Date
 
Year Expiring
Safeway Stores Incorporated (2)
 
Phoenix and Houston
 
$
1,408

 
2.1
%
 
11/14/1982, 5/8/1991, 7/1/2000 and 7/12/2000
 
2017, 2020, 2020 and 2021
Bashas' Inc. (3)
 
Phoenix
 
823

 
1.3
%
 
10/9/2004 and 4/1/2009
 
2024 and 2029
Wells Fargo & Company (4)
 
Phoenix
 
636

 
1.0
%
 
10/24/1996 and 4/16/1999
 
2016 and 2018
Dollar Tree (5)
 
Phoenix and Houston
 
530

 
0.9
%
 
8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009 and 5/21/2013
 
2016, 2017, 2020, 2020 and 2023
Walgreens & Co. (6)
 
Phoenix and Houston
 
530

 
0.9
%
 
11/14/1982, 11/2/1987 and 11/3/1996
 
2017, 2027 and 2049
University of Phoenix
 
San Antonio
 
520

 
0.8
%
 
10/18/2010
 
2018
Sports Authority
 
San Antonio
 
495

 
0.8
%
 
1/1/2004
 
2015
Petco (7)
 
Phoenix and Houston
 
483

 
0.7
%
 
7/6/1998 and 10/15/2006
 
2019 and 2026
Paul's Ace Hardware
 
Phoenix
 
460

 
0.7
%
 
3/1/2008
 
2018
Ross Dress for Less, Inc. (8)
 
San Antonio, Phoenix and Houston
 
443

 
0.7
%
 
2/11/2009, 6/18/2012 and 2/7/2013
 
2020, 2023 and 2023
Rock Solid Images
 
Houston
 
362

 
0.6
%
 
4/1/2004
 
2015
Sterling Jewelers, Inc.
 
Phoenix
 
354

 
0.5
%
 
11/23/2004
 
2020
Super Bravo, Inc.
 
Houston
 
349

 
0.5
%
 
6/15/2011
 
2023
The Final, LLC (9)
 
Phoenix
 
336

 
0.5
%
 
3/21/2011 and 2/27/2014
 
2015
Midland Financial Co.
 
Phoenix
 
335

 
0.5
%
 
1/1/2006
 
2018
 
 
 
 
$
8,064

 
12.5
%
 
 
 
 

 (1) 
Annualized Base Rental Revenues represents the monthly base rent as of March 31, 2015 for each applicable tenant multiplied by 12.


19


(2) 
As of March 31, 2015, 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 July 12, 2000, and is scheduled to expire in 2020, was $425,000, which represents 0.6% of our total 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 0.5% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 1, 2000, and is scheduled to expire in 2020, was $321,000, which represents 0.5% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2017, was $318,000, which represents 0.5% of our total annualized base rental revenue.

(3) 
As of March 31, 2015, 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 0.2% 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 1.1% of our total annualized base rental revenue.

(4) 
As of March 31, 2015, 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 2016, was $114,000, which represents 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 16, 1999, and is scheduled to expire in 2018, was $522,000, which represents 0.8% of our total annualized base rental revenue.

(5) 
As of March 31, 2015, we had five leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on June 29, 2001, and is scheduled to expire in 2016, was $108,000, which represents 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 8, 2009, and is scheduled to expire in 2017, was $146,000, which represents 0.2% 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 $55,000, which represents 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 0.2% of our total annualized base rental revenue. The lease that commenced on May 21, 2013, and is scheduled to expire in 2023, was $108,000, which represents 0.2% of our total annualized base rental revenue.

(6) 
As of March 31, 2015, we had three 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 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 2, 1987, and is scheduled to expire in 2027, was $169,000, which represents 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1987, and is scheduled to expire in 2017, was $82,000, which represents 0.1% of our total annualized base rental revenue.

(7) 
As of March 31, 2015,we had two leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on October 15, 2006, and is scheduled to expire in 2026, was $260,000, which represents 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 6, 1998, and is scheduled to expire in 2019, was $224,000, which represents 0.3% of our total annualized base rental revenue.

(8) 
As of March 31, 2015, 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 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 11, 2009, and is scheduled to expire in 2020, was $158,000, which represents 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 0.2% of our total annualized base rental revenue.

(9) 
As of March 31, 2015, 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 March 21, 2011, and is scheduled to expire in 2015, was $156,000, which represents 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 27, 2014, and is scheduled to expire in 2015, was $180,000, which represents 0.3% of our total annualized base rental revenue.


20


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY

 
 
Three Months Ended March 31,
 
 
2015
 
2014
RENEWALS
 
 
 
 
Number of Leases
 
44

 
55

Total Square Feet (1)
 
83,250

 
95,061

Average Square Feet
 
1,892

 
1,728

Total Lease Value
 
$
3,361,000

 
$
4,667,000

NEW LEASES
 
 
 
 
Number of Leases
 
32

 
58

Total Square Feet (1)
 
113,151

 
136,659

Average Square Feet
 
3,536

 
2,356

Total Lease Value
 
$
5,189,000

 
$
6,830,000

TOTAL LEASES
 
 
 
 
Number of Leases
 
76

 
113

Total Square Feet (1)
 
196,401

 
231,720

Average Square Feet
 
2,584

 
2,051

Total Lease Value
 
$
8,550,000

 
$
11,497,000


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


21


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY

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 2015
 
60

 
$
5,726,868

 
128,901

 
2.7

 
$
285,369

 
$
2.21

 
$
15.10

 
$
14.66

 
$
56,538

 
3.0
 %
 
$
147,624

 
8.1
%
4th Quarter 2014
 
50

 
6,387,252

 
128,926

 
2.5

 
602,800

 
4.68

 
14.88

 
14.15

 
95,275

 
5.2
 %
 
185,516

 
10.6
%
3rd Quarter 2014
 
55

 
9,810,358

 
178,002

 
3.5

 
602,800

 
3.39

 
13.74

 
14.14

 
(71,154
)
 
(2.8
)%
 
91,492

 
3.8
%
2nd Quarter 2014
 
66

 
6,378,848

 
132,925

 
3.0

 
293,446

 
2.21

 
15.03

 
15.09

 
(8,300
)
 
(0.4
)%
 
139,878

 
7.5
%
Total - 12 months
 
231

 
$
28,303,326

 
568,754

 
3.0

 
$
1,784,415

 
$
3.14

 
$
14.61

 
$
14.48

 
$
72,359

 
0.9
 %
 
$
564,510

 
7.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comparable New Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2015
 
18

 
$
2,737,615

 
50,089

 
2.7

 
$
177,579

 
$
3.55

 
$
17.03

 
$
16.66

 
$
18,726

 
2.2
 %
 
$
40,067

 
4.9
%
4th Quarter 2014
 
13

 
1,483,191

 
19,945

 
3.7

 
235,715

 
11.82

 
17.81

 
17.74

 
1,276

 
0.4
 %
 
14,333

 
4.2
%
3rd Quarter 2014
 
13

 
1,195,188

 
29,704

 
3.2

 
122,946

 
4.14

 
12.12

 
12.41

 
(8,631
)
 
(2.3
)%
 
25,443

 
7.4
%
2nd Quarter 2014
 
17

 
1,396,045

 
20,928

 
3.6

 
177,422

 
8.48

 
17.99

 
17.36

 
13,378

 
3.6
 %
 
75,688

 
26.3
%
Total - 12 months
 
61

 
$
6,812,039

 
120,666

 
3.2

 
$
713,662

 
$
5.91

 
$
16.12

 
$
15.91

 
$
24,749

 
1.3
 %
 
$
155,531

 
8.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
Comparable Renewal Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2015
 
42

 
$
2,989,253

 
78,812

 
2.7

 
$
107,790

 
$
1.37

 
$
13.86

 
$
13.38

 
$
37,812

 
3.6
 %
 
$
107,557

 
10.9
%
4th Quarter 2014
 
37

 
4,904,061

 
108,981

 
2.2

 
250,749

 
2.30

 
14.35

 
13.49

 
$
93,999

 
6.4
 %
 
171,183

 
12.1
%
3rd Quarter 2014
 
42

 
8,615,170

 
148,298

 
3.6

 
479,854

 
3.24

 
14.07

 
$
14.49

 
(62,523
)
 
(2.9
)%
 
66,049

 
3.2
%
2nd Quarter 2014
 
49

 
4,982,803

 
111,997

 
2.8

 
116,024

 
1.04

 
14.47

 
14.67

 
(21,678
)
 
(1.4
)%
 
64,190

 
4.1
%
Total - 12 months
 
170

 
$
21,491,287

 
448,088

 
2.9

 
$
954,417

 
$
2.13

 
$
14.20

 
$
14.10


$
47,610

 
0.7
 %
 
$
408,979

 
6.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

22


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY
(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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-comparable:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Comparable Total Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2015
 
16

 
$
2,822,752

 
68,818

 
4.1

 
$
434,677

 
$
6.32

 
$
11.75

 
 
 
 
 
 
 
 
 
 
4th Quarter 2014
 
25

 
5,621,126

 
60,726

 
5.2

 
884,551

 
14.57

 
15.48

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2014
 
27

 
5,208,713

 
75,500

 
4.9

 
1,105,419

 
14.64

 
16.71

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2014
 
36

 
8,457,970

 
95,059

 
4.9

 
1,137,401

 
11.97

 
14.47

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
104

 
$
22,110,561

 
300,103

 
4.8

 
$
3,562,048

 
$
11.87

 
$
14.61

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Comparable New Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2015
 
14

 
$
2,450,862

 
64,380

 
3.8

 
$
339,851

 
$
5.28

 
$
11.03

 
 
 
 
 
 
 
 
 
 
4th Quarter 2014
 
25

 
5,621,126

 
60,726

 
5.2

 
1,000,887

 
16.48

 
15.48

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2014
 
24

 
3,823,482

 
67,871

 
4.6

 
971,445

 
14.31

 
16.07

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2014
 
33

 
7,279,225

 
82,269

 
4.9

 
1,112,628

 
13.52

 
14.17

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
96

 
$
19,174,695

 
275,246

 
4.6

 
$
3,424,811

 
$
12.44

 
$
14.19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-Comparable Renewal Leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2015
 
2

 
$
371,890

 
4,438

 
7.9

 
$
94,826

 
$
21.37

 
$
22.15

 
 
 
 
 
 
 
 
 
 
4th Quarter 2014
 

 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2014
 
3

 
1,385,231

 
7,629

 
7.5

 
133,974

 
17.56

 
22.41

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2014
 
3

 
1,178,745

 
12,790

 
5.2

 
24,773

 
1.94

 
16.40

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
8

 
$
2,935,866

 
24,857

 
6.4

 
$
253,573

 
$
10.20

 
$
19.27

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23


Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY
(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 2015
 
76

 
$
8,549,620

 
197,719

 
3.2

 
$
720,046

 
$
3.64

 
$
13.93

 
 
 
 
 
 
 
 
 
 
4th Quarter 2014
 
75

 
12,008,378

 
189,652

 
3.3

 
1,487,351

 
7.84

 
15.07

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2014
 
82

 
15,019,071

 
253,502

 
4.0

 
1,708,219

 
6.74

 
14.63

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2014
 
102

 
14,836,818

 
227,984

 
3.8

 
1,430,847

 
6.28

 
14.80

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
335

 
$
50,413,887

 
868,857

 
3.6

 
$
5,346,463

 
$
6.15

 
$
14.61

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2015
 
32

 
$
5,188,477

 
114,469

 
3.3

 
$
517,430

 
$
4.52

 
$
13.66

 
 
 
 
 
 
 
 
 
 
4th Quarter 2014
 
38

 
7,104,317

 
80,671

 
4.8

 
1,236,602

 
15.33

 
16.05

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2014
 
37

 
5,018,670

 
97,575

 
4.2

 
1,094,391

 
11.22

 
14.87

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2014
 
50

 
8,675,270

 
103,197

 
4.6

 
1,290,050

 
12.50

 
14.95

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
157

 
$
25,986,734

 
395,912

 
4.2

 
$
4,138,473

 
$
10.45

 
$
14.78

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Renewal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1st Quarter 2015
 
44

 
$
3,361,143

 
83,250

 
2.9

 
$
202,616

 
$
2.43

 
$
14.31

 
 
 
 
 
 
 
 
 
 
4th Quarter 2014
 
37

 
4,904,061

 
108,981

 
2.2

 
250,749

 
2.30

 
14.35

 
 
 
 
 
 
 
 
 
 
3rd Quarter 2014
 
45

 
10,000,401

 
155,927

 
3.8

 
613,828

 
3.94

 
14.48

 
 
 
 
 
 
 
 
 
 
2nd Quarter 2014
 
52

 
6,161,548

 
124,787

 
3.1

 
140,797

 
1.13

 
14.67

 
 
 
 
 
 
 
 
 
 
Total - 12 months
 
178

 
$
24,427,153

 
472,945

 
3.1

 
$
1,207,990

 
$
2.55

 
$
14.47

 
 
 
 
 
 
 
 
 
 

(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. Does not include first generation costs for TI and leasing commission costs needed for new acquisitions or redevelopment of a property to bring the property to operating standards for its intended use.
(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.


24


Whitestone REIT and Subsidiaries
LEASE EXPIRATIONS(1) 

 
 
 
 
 
 
 
 
Annualized Base Rent(2)
 
 
 
 
Gross Leasable Area
 
as of March 31, 2015
Year
 
Number of
Leases
 
Square Feet
 
Percent
of Gross Leasable Area
 
Amount
(in thousands)
 
Percent of
Total
 
Per Square Foot
2015
 
345

 
848,167

 
15.4
%
 
$
10,579

 
16.1
%
 
$
12.47

2016
 
271

 
724,826

 
13.2
%
 
10,679

 
16.2
%
 
14.73

2017
 
224

 
704,329

 
12.8
%
 
10,370

 
15.8
%
 
14.72

2018
 
174

 
714,688

 
13.0
%
 
10,331

 
15.7
%
 
14.46

2019
 
158

 
480,332

 
8.7
%
 
8,194

 
12.5
%
 
17.06

2020
 
72

 
427,286

 
7.8
%
 
5,012

 
7.6
%
 
11.73

2021
 
30

 
181,819

 
3.3
%
 
2,446

 
3.7
%
 
13.45

2022
 
30

 
201,364

 
3.7
%
 
2,437

 
3.7
%
 
12.10

2023
 
13

 
127,207

 
2.3
%
 
1,313

 
2.0
%
 
10.32

2024
 
22

 
173,704

 
3.2
%
 
1,922

 
2.9
%
 
11.06

Total
 
1,339

 
4,583,722

 
83.4
%
 
$
63,283

 
96.2
%
 
$
13.81


(1) 
Lease expirations table reflects rents in place as of March 31, 2015, and does not include option periods.
(2) 
Annualized Base Rent represents the monthly base rent as of March 31, 2015 for each tenant multiplied by 12.


25


Whitestone REIT and Subsidiaries
2015 Financial Guidance
As of May 5, 2015
 
 
2015 Guidance
FFO Core per common share and OP unit - diluted
 
$1.25 - $1.30
FFO per common share and OP unit - diluted
 
$0.99 - $1.04
Same Store Property NOI
 
3% - 5%
Total Operating Portfolio Occupancy at Year End 2015
 
88% - 90%



Note: Each of the last three years we have completed over $100 million in acquisitions. We expect our acquisition volume to exceed $100 million in 2015. Due to the difficulty of predicting timing on acquisitions we are not including the impact from 2015 acquisitions in our 2015 FFO Core per Share Guidance at this time. We will update our guidance, on a quarterly basis, or more often as needed, reflecting the impact of acquisition volume and other factors.




26


Whitestone REIT and Subsidiaries
Property Details
As of March 31, 2015

 
 
Community Name
 
 
 
Location
 
 
Year Built/
Renovated
 
Gross Leasable
Square Feet
 
Percent
Occupied at
3/31/2015
 
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)
Retail Communities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ahwatukee Plaza
 
Phoenix
 
1979
 
72,650

 
96
%
 
$
893

 
$
12.80

 
$
12.75

Anthem Marketplace
 
Phoenix
 
2000
 
113,293

 
95
%
 
1,667

 
15.49

 
15.49

Bellnott Square
 
Houston
 
1982
 
73,930

 
37
%
 
302

 
11.04

 
10.71

Bissonnet Beltway
 
Houston
 
1978
 
29,205

 
95
%
 
418

 
15.07

 
14.74

Centre South
 
Houston
 
1974
 
39,134

 
89
%
 
317

 
9.10

 
9.62

The Citadel
 
Phoenix
 
1985
 
28,547

 
88
%
 
229

 
9.12

 
15.80

City View Village
 
San Antonio
 
2005
 
17,870

 
100
%
 
497

 
27.81

 
27.81

Desert Canyon
 
Phoenix
 
2000
 
62,533

 
80
%
 
659

 
13.17

 
12.95

Fountain Square
 
Phoenix
 
1986
 
118,209

 
74
%
 
1,473

 
16.84

 
17.65

Gilbert Tuscany Village
 
Phoenix
 
2009
 
49,415

 
88
%
 
637

 
14.65

 
18.08

Heritage Trace Plaza
 
Dallas
 
2006
 
70,431

 
100
%
 
1,506

 
21.38

 
21.38

Holly Knight
 
Houston
 
1984
 
20,015

 
100
%
 
396

 
19.79

 
19.09

Headquarters Village
 
Dallas
 
2009
 
89,134

 
84
%
 
2,098

 
28.02

 
28.05

Kempwood Plaza
 
Houston
 
1974
 
101,008

 
90
%
 
909

 
10.00

 
9.70

Lion Square
 
Houston
 
2014
 
117,592

 
86
%
 
1,014

 
10.03

 
10.17

The Marketplace at Central
 
Phoenix
 
2000
 
111,130

 
91
%
 
731

 
7.23

 
7.86

Market Street at DC Ranch
 
Phoenix
 
2003
 
242,459

 
91
%
 
3,923

 
17.78

 
19.09

Mercado at Scottsdale Ranch
 
Phoenix
 
1987
 
118,730

 
67
%
 
1,402

 
17.62

 
17.62

Paradise Plaza
 
Phoenix
 
1983
 
125,898

 
92
%
 
1,441

 
12.44

 
14.00

Pinnacle of Scottsdale
 
Phoenix
 
1991
 
113,108

 
94
%
 
1,853

 
17.43

 
18.01

Providence
 
Houston
 
1980
 
90,327

 
87
%
 
831

 
10.57

 
9.81

Shaver
 
Houston
 
1978
 
21,926

 
93
%
 
281

 
13.78

 
13.39

Shops at Pecos Ranch
 
Phoenix
 
2009
 
78,767

 
95
%
 
1,477

 
19.74

 
19.74

Shops at Starwood
 
Dallas
 
2006
 
55,385

 
97
%
 
1,513

 
28.16

 
27.62

South Richey
 
Houston
 
1980
 
69,928

 
100
%
 
819

 
11.71

 
10.10

Spoerlein Commons
 
Chicago
 
1987
 
41,455

 
85
%
 
846

 
24.01

 
24.04

The Strand at Huebner Oaks
 
San Antonio
 
2000
 
73,920

 
91
%
 
1,424

 
21.17

 
21.17

SugarPark Plaza
 
Houston
 
1974
 
95,032

 
99
%
 
1,043

 
11.09

 
11.02

Sunridge
 
Houston
 
1979
 
49,359

 
82
%
 
416

 
10.28

 
9.59

Sunset at Pinnacle Peak
 
Phoenix
 
2000
 
41,530

 
79
%
 
546

 
16.64

 
16.64

Terravita Marketplace
 
Phoenix
 
1997
 
102,733

 
96
%
 
1,372

 
13.91

 
14.09

Torrey Square
 
Houston
 
1983
 
105,766

 
81
%
 
645

 
7.53

 
7.68

Town Park
 
Houston
 
1978
 
43,526

 
100
%
 
825

 
18.95

 
18.49

Village Square at Dana Park
 
Phoenix
 
2009
 
323,026

 
80
%
 
5,175

 
20.03

 
20.31

Webster Pointe
 
Houston
 
1984
 
26,060

 
95
%
 
312

 
12.60

 
12.28

Westchase
 
Houston
 
1978
 
49,573

 
87
%
 
528

 
12.24

 
11.94

Williams Trace Plaza
 
Houston
 
1983
 
129,222

 
95
%
 
1,646

 
13.41

 
13.71

Windsor Park
 
San Antonio
 
1992
 
196,458

 
97
%
 
2,049

 
10.75

 
10.26

Total/Weighted Average
 
 
 
 
 
3,308,284

 
88
%
 
44,113

 
15.15

 
15.40

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office Communities:
 
 
 
 
 
  
 
 
 
  
 
  
 
 
9101 LBJ Freeway
 
Dallas
 
1985
 
125,874

 
68
%
 
$
1,105

 
$
12.91

 
$
13.03

Pima Norte
 
Phoenix
 
2007
 
35,110

 
51
%
 
292

 
16.31

 
17.93

Uptown Tower
 
Dallas
 
1982
 
253,981

 
77
%
 
3,514

 
17.97

 
17.70

Woodlake Plaza
 
Houston
 
1974
 
106,169

 
96
%
 
1,618

 
15.87

 
15.98

Total/Weighted Average
 
 
 
 
 
521,134

 
77
%
 
6,529

 
16.27

 
16.26


27


 Whitestone REIT and Subsidiaries
Property Details
As of March 31, 2015
(continued)

 
 
Community Name
 
 
 
Location
 
 
Year Built/
Renovated
 
Gross Leasable
Square Feet
 
Percent
Occupied at
3/31/2015
 
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)
Office/Flex Communities:
 
 
 
 
 
  
 
 
 
  
 
  
 
 
Brookhill
 
Houston
 
1979
 
74,757

 
88
%
 
$
256

 
$
3.89

 
$
3.77

Corporate Park Northwest
 
Houston
 
1981
 
185,627

 
82
%
 
1,758

 
11.55

 
11.62

Corporate Park West
 
Houston
 
1999
 
175,665

 
92
%
 
1,863

 
11.53

 
11.29

Corporate Park Woodland
 
Houston
 
2000
 
99,937

 
94
%
 
969

 
10.32

 
9.99

Dairy Ashford
 
Houston
 
1981
 
42,902

 
99
%
 
269

 
6.33

 
6.03

Holly Hall Industrial Park
 
Houston
 
1980
 
90,000

 
100
%
 
798

 
8.87

 
8.30

Interstate 10 Warehouse
 
Houston
 
1980
 
151,000

 
96
%
 
531

 
3.66

 
4.21

Main Park
 
Houston
 
1982
 
113,410

 
75
%
 
663

 
7.79

 
7.42

Plaza Park
 
Houston
 
1982
 
105,530

 
64
%
 
698

 
10.33

 
10.16

Westbelt Plaza
 
Houston
 
1978
 
65,619

 
65
%
 
409

 
9.59

 
8.86

Westgate Service Center
 
Houston
 
1984
 
97,225

 
84
%
 
488

 
5.98

 
5.87

Total/Weighted Average
 
 
 
 
 
1,201,672

 
86
%
 
8,702

 
8.42

 
8.29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total/Weighted Average - Operating Portfolio
 
 
 
 
 
5,031,090

 
86
%
 
59,344

 
13.72

 
13.85

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate Park Woodland II
 
Houston
 
1972
 
16,220

 
87
%
 
$
206

 
$
14.60

 
$
14.53

Fountain Hills Plaza
 
Phoenix
 
2009
 
111,289

 
89
%
 
1,698

 
17.14

 
17.47

Fulton Ranch Towne Center
 
Phoenix
 
2005
 
113,281

 
85
%
 
1,705

 
17.71

 
17.79

The Promenade at Fulton Ranch
 
Phoenix
 
2007
 
98,792

 
76
%
 
1,300

 
17.31

 
18.45

The Shops at Williams Trace
 
Houston
 
1985
 
132,991

 
87
%
 
1,532

 
13.24

 
13.66

Total/Weighted Average - Development Portfolio (4)
 
 
 
 
 
472,573

 
85
%
 
6,441

 
16.03

 
16.47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anthem Marketplace
 
Phoenix
 
N/A
 

 

 

 

 

Dana Park Development
 
Phoenix
 
N/A
 

 

 

 

 

Fountain Hills
 
Phoenix
 
N/A
 

 

 

 

 

Market Street at DC Ranch
 
Phoenix
 
N/A
 

 

 

 

 

Pinnacle Phase II
 
Phoenix
 
N/A
 

 

 

 

 

Shops at Starwood Phase III
 
Dallas
 
N/A
 

 

 

 

 

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

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand Total/Weighted Average
 
 
 
 
 
5,503,663

 
86
%
 
$
65,785

 
$
13.90

 
$
14.06


(1)   
Calculated as the tenant's actual March 31, 2015 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of March 31, 2015. 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, 2015 equaled approximately $111,000 for the month ended March 31, 2015.
 
(2)   
Calculated as annualized base rent divided by gross leasable area leased as of March 31, 2015.  Excludes vacant space as of March 31, 2015.

(3) 
Represents (i) the contractual base rent for leases in place as of March 31, 2015, 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, 2015.

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(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 redevelopment or re-tenanting.

(5) 
As of March 31, 2015, these parcels of land were held for development and, therefore, had no gross leasable area.


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