Good day and welcome to the Whitestone REIT Fourth Quarter 2015 Earnings Conference Call. The Company will begin with prepared remarks and following this there will be a question-and-answer session and instructions will be provided at that time. As a reminder, today’s conference is being recorded. And I would now like to turn the conference over to your host today, Bob Aronson. Please go ahead, sir.

Thank you, Lisa. Good morning and welcome to Whitestone REIT’s 2015 fourth quarter and full year conference call. With us on the call this morning is Jim Mastandrea, Chairman and Chief Executive Officer; and Dave Holeman, Chief Financial Officer. Please be aware that some statements made during this call are not historical and may be deemed forward-looking statements. Actual results may differ materially from these forward-looking statements due to a number of risks and uncertainties. Please refer to the Company’s filings with the SEC, including Whitestone’s Form 10-K and Form 10-Q for a detailed discussion of the factors and risks that could adversely affect the Company’s results. It is also important to note that today’s call includes time-sensitive information, accurate only as of today, February 25, 2016. Whitestone’s fourth quarter and full year earnings press release and supplemental operating and financial data package have been filed with the SEC. Our Form 10-K will be filed soon. All of these documents will be available on our website whitestonereit.com, in the Investor Relations section. Today’s remarks may include certain non-GAAP financial measures. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are included in the earnings press release and supplemental data package. I would now like to turn the call over to Jim.

Thank you, Bob, and thank you all for joining us on our 2015 fourth quarter earnings conference call. Today, I’d like to discuss the highlights of our strong results for the fourth quarter and full year, our business strategy, our profitable, sustainable and scalable business model, and the large discount between market evaluation and the true value of our enterprise. Our results for 2015 continued the profitable growth trend that has been established since our leadership team joined Whitestone, and it is highlighted by a three-year compounded annual growth rate of 28% in revenue, 29% in net operating income, 40% in funds from operation core, and 12% in funds from operation core per share. In the fourth quarter as compared to the same period in 2014, we delivered a 33% increase in both revenues and net operating income along with a 6% growth and funds from operation core per share. On a year-over-year basis, our fourth quarter results mark our 21st consecutive quarter of revenue and NOI growth, our 22nd consecutive quarter of FFO core growth and our 11th consecutive quarter of FFO core per share growth. Our full year operating results are equally strong. Revenues increased by 29%, net operating income grew by 31%. And FFO Core per share increased by 13%. As we expected our FFO core guidance, for the second year straight we exceeded it. Now let me turn to our business strategy, which has produced and sustained our three-year double-digit CAGR. Our continuing path of profitable growth starts with a strategically targeted acquisition program. We begin by targeting markets with strong population and job growth and within those markets we look for submarkets that have the best demographics. We then source individual acquisitions from a deep pipeline of opportunities in those markets develop through our extensive…

Thanks, Jim. As Jim said, we had a terrific fourth quarter and year as our distinctive Community Centered Properties business model continues to deliver outstanding results. For the fourth quarter, our revenues increased 33% over the same period last year, to $26 million, while our annual revenue improved 29% year-over-year, to $93.4 million. Fourth quarter funds from operations core grew 28% over the prior year, to $9.7 million, and for the full year increased 27%, to $35.8 million. On a per share basis, funds from operations core was $0.34 in the fourth quarter, which is up 6%, or $0.02, over the same period in 2014. Funds from operations core per share for 2015 grew 13% over 2014, increasing to $0.35 from $0.20. We also generated a 33% improvement in property net operating income in the fourth quarter and a 31% improvement in property net operating income for the full year. The hard work of our leasing team throughout the year produced strong leasing spreads as well as higher occupancy levels. For the fourth quarter our team signed 104 new and renewal leases, totaling 258,000 square feet, and $90 million in total lease value or future rental revenue income. The total lease value signed for the year was a 58% increase over the prior year. For the full year, our team signed 408 new and renewal leases, totaling 966,000 square feet and $62 million in total lease value or feature rental income. The total lease value signed for the year was a 16% increase over the 2014. Our leasing spreads on a GAAP basis increased 11.4% on renewal leases and increased 4% on new leases signed during 2015. Total occupancy was 87.1% at year end, which is up 30 basis points over 2014. In our retail properties, which represent almost 90%…

Thanks Dave. And, operator, we’d like to open it for questions at this time.

Yes, sir. Thank you [Operator Instructions] And we will take our first question from Mitch Germain of JMP.

Hey, good morning, guys.

Hey, Mitch, right?

Mitch. I do apologize if I missed some of your comments. How many assets are on the market currently?

We have four properties right now and we have either LOIs or contracts on each of those.

And how do they sit relative to what your expectations were?

The prices are coming in probably in the 90% range of our expectations, maybe even some coming in at full price. They’re smaller properties, and the price has been muted by some of the covenants from some of the – a couple of national retailers that we have on the properties. It’s a mixed-use property.

Got you. Got you. And the type of buyer mix, I mean, who you’re dealing with, is it local?

Buyers, they’re mostly tax-free exchange. Buyers…

Okay.

Who’ve identified the properties and have to close in a certain period of time.

So is the way to think about the acquisition strategy this year, it’s going to be match-funded by sales? Is that how we should think about the way you’ll pursue new deals?

No, I think we’ll be – I think – first of all, our sales we don’t expect to exceed $100 million. Dave, you can jump in on that.

Yes, I guess I’ll jump in and let you comment, as well, Jim. I think, Mitch, we’ll continue to evaluate all those sources of capital as we done over the several years, I think we pointed out there will be capital from recycling we expect this year. We also have talked about the issuing of operating partnership units similar to what we did in 2015. And then there is some availability on the debt side, as well. So I think we’ll continue to evaluate all those sources and use those prudently.

Great. And then last one for me, guys, I think give or take around 17%, 18% of the portfolio rolling this year, I mean, pretty much in line with what we would expect, given the shorter lease term. But anything from the customer base, recent discussions on leasing that provides any caution or any sentiment change, or is everything just kind of as it’s been over the course of the last couple of years?

Yes, I’ll start out, and, Jim, if you’d like to jump in. I think we continue to see very good sentiment in our markets. As Jim expressed, our operating model, we come in and really make a significant change to the property. So we have continued to see good renewal rates, good leasing spreads, the businesses in our properties performing well. So no change at all to that.

We haven’t seen any. It takes – it has taken time. I shouldn’t say it takes time, because we’re through the heavy lifting portion, to train and develop people to think outside the box when it comes to our type of properties and our particular tenants that we’re focused on. So we’re really research driven. We look at the markets. And then we have to structure vertically the relationship between our leasing people and our property managers and the tenants that really drives that. That’s completely different from the book-for-the-broker model that most of the REITs are used to doing at conferences and things like that, where they go in and have a – where you have a retail tenant that comes up and says, hey, I need 15 locations this year. What can you do for me? We don’t have that kind of customer purposely.

Thank you.

Yes.

And we will now take your question from Carol Kemple from Hilliard Lyons.

Good morning, guys.

Hi Carol, how are you?

Hi Carol.

Good. Can you kind of give an update on the development pipeline, where you’re at, particularly with the Shops at Starwood, how preleasing’s going on that and when you expect that to be completed?

Yes, so Shops at Starwood, which is located in Frisco, which is a very fast-growing market in our Dallas- Fort Worth market, is going very well. We are over 50% preleased. It’s not a large build, obviously. It’s in the mid-30,000 range. But the preleasing has been very good, and to complete that project and final up the leasing midyear this year.

Pinnacle’s the same. Pinnacle is about 50% preleased, but we haven’t broke ground. We expect to do that sometime probably in the next 60 days. Both – those are our two construction projects, and they’re, combined, less than 100,000 square feet, but very, very profitable on a return-on-investment basis, in the easy double-digit range.

And both of those properties, Carol, you probably remember, we acquired the adjacent land parcels in great transactions when we bought the original property. So we have a really nice starting point with a very low cost of the land going into those projects.

Well, in fact, in the property called Pinnacle Phase II we acquired the land for $900,000. We’re building approximately 40,000 square feet of space on it. We’ve sold the postage stamp in the back corner of the property for $1 million and also a contribution of about $300,000 towards the improvement of the roadway going down the center. So we’ve cashed out on the entire land cost and some of the development cost and its prelease now. Small properties, but we like small properties. They just keep adding up. In fact, one of the tenants is Starbucks, who’s putting a driveway through there, a drive-through Starbucks. And we think they’re going to be serving their new alcohol menu out of that location.

Okay. And then earlier when you were talking about dispositions you said you were expecting maybe $100 million this year. Would that be just from the four properties, or how many properties would it take to sell to get to that $100 million, do you think?

Sure. So, we’ve communicated our intent to become a pure-play retail REIT. In our portfolio we have 10 centers that are flex. We currently have 4 properties that are office properties, so those add to 14. And then there’s probably two or three or four other small retail properties we’ll likely dispose of this year. So the total property list, as Jim said, is a larger number. They’re very small properties. The four properties that we currently have for sale are smaller properties, probably less than $20 million from a sales proceed on those properties, and then the balance would be less than 10% of our asset value.

So the balance would get us to the $100 million.

Yes, that’s just – right now it’s probably a little premature to talk about a dollar amount, but that’s in the range of what we expect from the dispositions this year.

Okay, great, thank you.

Carol, I just want to say it’s moving at the pace we expected. Properties like this in sales, they take time, and we’re exactly at where we thought we’d be at this time, which is really good.

Okay, great, thank you.

Thanks Carol.

[Operator Instructions] And we will now take our next question from John Massocca from Ladenburg Thalmann.

Good morning, everyone.

Good morning, John.

So just quickly back on the G&A, historically your G&A has kind of moved up as you’ve ramped up the business. What caused G&A to maybe tick down in 4Q of 2015? Was it something seasonal, some cost savings you found? Just any color on that would be great.

Sure. There is a little – I guess seasonal’s probably not the right word, but there are some transactions that occur in different parts of the year. Fourth quarter, for instance, we had a little lower legal costs than we had had in a prior quarter, so that’s probably the one item I can think of that would’ve been less in the fourth quarter than the third quarter.

Okay. And then moving on to the debt, with 25% or so of your debt still on the line there, is that something you’re comfortable with? Do you like that exposure to, sorry, that exposure to floating rate debt, given how stubbornly flat the yield curve has remained here? Or is that something you would look to term out going forward?

I think we like a balance. We have communicated we like to be in that 75% fixed rate range. We do think that having some amount of floating rate debt is smart. So I think we’re very comfortable with that level of floating-rate debt in our portfolio. As we grow, obviously we a lot of times use variable-rate debt for our growth, and then we lock down fixed rates over time. So we like a balance of floating and fixed, and then we obviously ladder our maturities, as well.

John, we’ve also begun the discussions with the rating agencies to look towards an investment-grade rating. So I think you’ll see us be able to do a lot of things on the debt side, particularly once we obtain that rating.

Okay. That makes sense. And then, lastly, sorry if I missed this, but did you say what markets the four dispositions are in?

We probably didn’t. They’re all in the Houston market. So they’re properties in Houston. Really, our noncore properties are primarily Houston. There might be one or two outside of this market, but those are the – that’s where the properties that are not retail are located, primarily. There’s a couple office buildings in Dallas, but other than that mainly Houston.

All right. That’s it for me. Thanks very much.

Thank you.

And we will now take a question from RJ Milligan with Baird.

Hey, guys. Jim, I was wondering if you could give a little bit of color around the acquisition pipeline, how much you guys think you can do this year, how much you want to do this year, and what markets you’re looking to focus in.

Yes, RJ. Thanks for calling in. Right now we have in negotiations approximately $100 million worth of acquisition. These are properties that fit our business model to the T in the Phoenix, Arizona marketplace. And when I say that it means we look for the high household income element, because that really does drive a successful service-based property. We’re also looking in Austin and in Dallas. And then we’ve had a couple of portfolios that have come our way that are fairly large that we’re now looking to see if they make some sense. Overall I think we’ve planned for around $200 million of acquisitions this year. We don’t think we’ll have any problem meeting that. We could exceed that.

That’s helpful. Thanks, Jim.

Yes.

And we will now take our question from Anthony Howell from SunTrust.

Good morning, guys. Thanks for taking my question.

Good morning, Anthony.

Good morning, Anthony.

So it appears that your TI per square foot for new leases increased significantly, to $18 per square foot, from last quarter of $8. And I think it is at the record high if you look at over the last couple of years. I understand that this one quarter doesn’t set a trend, but could you provide some color on it? Why is it so high?

Yes, thanks for the question, Anthony. I think you kind of said, obviously, one quarter does not a trend make. I do believe that. If you look at the number of leases we signed that are truly comparable, it’s a small percent of our portfolio in any given quarter. For the fourth quarter we had good leaseup in the portfolio, really moving our occupancy. With that there was a little higher transaction cost. But we didn’t see any trends that would cause us to think that that was the new norm. We like to look at the lease volume, at spreads, transaction costs, really over a 12- month period. So really from a TI and lease commission cost we’ve seen no change to our business. Our smaller tenants we’re still able to generally minimize those costs by bringing the tenants in on a little shorter leases with a low TI and lease commission cost.

Okay. So my second question is 2015 seems like NOI came in at the low end of the guidance that you set forth in November. Is there a reason why it came below your – the midpoint of your expectation? Is it because of the same-store expense that jumped 25% this quarter?

Yes, good question. So our same-store – total property same-store on a GAAP basis NOI was 3.2% for the year. I think we gave guidance in the 0% to 5% range, so you’re right. It was the low end of that. We have seen increases in property taxes in our markets. Some of that is us coming in and really improving the property. So on the expense side a little higher expenses. If we break down the same-store growth and just look at our retail properties that are in our portfolio, the same-store growth on a GAAP basis was 4.6% in 2015, so really a higher rate of same-store growth in that group of properties than the overall property mix.

Okay, that was really helpful. Just one last question for me. What are your underlying lease spread assumptions for 2016? Should we expect GAAP leasing spreads to hover around 8% to 10%, as you have done so previously?

Yes. I think our expectation is that the trend we’ve seen in our leasing spreads would continue. No reason to believe they would be different. As I mentioned, we’ve got 11% renewal leasing spreads for the last 12 months on a GAAP basis, and 4% new. I think blended that’s about a 9% range. So we would expect that leasing spread trend to continue in 2016.

Okay. Thank you so much.

You’re welcome.

And, ladies and gentlemen, this does conclude today’s question-and-answer session. I would like to turn the conference back over to Jim Mastandrea for any additional or comments or remarks.

Well, thank you, operator, appreciate it. I would like to just share with you that how we view 2016. We expect this year to be one of continued growth in assets and occupancy and profitability. This year we plan to continue to produce industry-leading financial results and position ourselves for an investment-grade credit rating. We continue to have a deep pipeline of value-add opportunities and will continue to increase occupancy and grow organically. Our focus will remain on markets with strong growth demographics. As we discussed earlier, we will utilize proceeds from the sale of noncore properties, availability under our unsecure line of credit and operating partnerships units to continue to make value add acquisitions. We also plan to continue to evolve into a pure-play owner of retail community-focused properties. And more – most importantly is to continue to tell our story to both domestic and international investors. Our dividend is solid, and we – and will be enhanced as we continue to generate incremental cash flow from our properties. Our management team is passionate. They’re committed to becoming a leader in the retail segment of the industry. And they remain focused on huge economic benefits of the Internet-resistant tenant base that brings daily needed services to surrounding neighborhoods. I’d like to thank you for another year of your continued confidence and support, and I want to invite anyone to call us or feel free to arrange for a visit to one of our properties. With that I would like to end today’s conference call. Thank you, operator. Thank you all.

And, ladies and gentlemen, this does conclude today’s conference, and we do thank you for your participation. You may now disconnect, and have a wonderful rest of your day.