Good day, and welcome to the Whitestone REIT's Third Quarter 2020 Earnings Conference Call. Today's conference is being recorded and at this time, I would like to turn the conference over to Kevin Reed, Director of Investor Relations. Please go ahead.

Thank you, operator. Good morning, and thank you for joining Whitestone REIT's third quarter 2020 earnings conference call. Joining me on today's call are Jim Mastandrea, our Chairman and Chief Executive Officer; and Dave Holeman, our Chief Financial Officer. Please note that some statements made during this call are not historical and may be deemed forward-looking statements. Some statements made during this call are not historical and maybe deemed forward-looking statements. Actual results may differ materially from those forward-looking statements due to a number of risks, uncertainties and other factors. Please refer to the company's earnings press release and filings with the SEC, including Whitestone's most recent Form 10-Q and Form 10-K for a detailed discussion of these factors. Acknowledging the fact that this call may be webcast for a period of time, it is also important to note that this call includes time-sensitive information that may be accurate only as of today's date, October 27, 2020. The company undertakes no obligation to update this information. Whitestone's third quarter earnings press release and supplemental operating and financial data package have been filed with the SEC and are available on our website, www.whitestonereit.com, in the Investor Relations section. During this presentation, we may reference certain non-GAAP financial measures which we believe allow investors to better understand the financial position and performance of the company. Included in the earnings press release and supplemental data package are the reconciliations of non-GAAP measures to GAAP financial measures. With that, let me pass the call to Jim Mastandrea.

Thank you, Kevin, and thank you for joining us on our third quarter investor call. We continue to hope and pray that all of you, your families and your businesses remain healthy and are doing well as we navigate these most unusual times. I am pleased to share with you our strong operating and financial results that have sustained the economic downturn caused by the COVID-19 pandemic. Our business has recovered quickly and in doing so, produced shopping centers sector leading results. Dave Holeman, our Chief Financial Officer will provide a more detailed look at the drivers of our operating and financial performance. We attribute these results to owning properties located in areas with high household income neighborhoods, in the fastest growing MSAs in business-friendly states, while operating a consumer business driven model based on consumer demographics and psychographics to design a tenant mix that drives customer visits and experiences. Our strategic customer focus differentiates Whitestone from other real estate owners that lead to traditional hard and soft goods retailers. We're enhancing our intrinsic values through redeveloping and developing which adds value to -- value as we physically expand our real estate footprint and grow rents and to balancing a capital management structure to drive revenues, net operating income and funds from operations. With this background, I would like to provide some color as to where we are today, where we plan to go in the coming months and quarters to drive long-term shareholder values, key building blocks to Whitestone's success and our progress towards the long-term goals we announced in February of 2018. First, where we are today? Since the onset of COVID-19, which injected considerable economic uncertainty, relative to the real estate industry in particular, we have had shopping center sector leading rental collections throughout the pandemic and…

Thanks, Jim. First, I would like to take this opportunity to thank all of our associates who continue to produce the best results possible, given very difficult times. We have a highly dedicated team that works every day to create local connections and communities that thrive. And we feel strongly that we are positioned to withstand the current headwinds and thrive into the future. Given the severe economic pressures caused by the Coronavirus during the quarter, our portfolio has performed quite well. Despite having a significant amount of our tenant businesses impacted, we only had a handful of tenants closed for good, such that the portfolio occupancy rate held up well, ending the quarter at 88.9% down just point 0.3% or 13,000 leased square feet from the second quarter. Also, our annualized base rent per square foot at the end of the quarter was $19.43 and $19.38 by cash and straight line basis. This represents a 0.5% increase on a cash basis and a 1.3% decrease on a straight line basis from a year ago. The decrease on a straight line basis is largely related to the conversion of 84 tenants to cash basis accounting and the associated write-off of accrued straight line rents. Our square foot leasing activity was up 43% from the second quarter of 2020 and 46% from the third quarter of 2019. And we are pleased with positive blended leasing spreads on new and renewal leases of 3.3% and 11% on a cash and GAAP basis for the quarter. As Jim mentioned, for the quarter, we collected 90% of our rents. This includes base rent and triple net charges billed monthly. We've also entered into rent deferral agreements on 3% of our third quarter rents. As part of the deferral agreements, we have negotiated beneficial items…

Thank you. [Operator Instructions] We will take our first from Michael Diana with Maxim Group. Please go ahead.

Jim, Dave, can you hear me?

Hey, Michael. Can you hear me?

Yep. Okay.

Okay. Thank you.

So, I’d like to ask first about leasing, which looked very strong. I noticed your new leases, you had 32 new leases. Where were those coming from me? I mean, I know your general strategy. Could you be a little more -- give us a little more details on what sort of tenants you're tracking to your new leases?

Sure. Yeah.

Hey Michael, this is Dave, thanks for your question. Yeah, we're very pleased with kind of the rebound in our leasing activity. As we mentioned, we've seen from an activity perspective, we've seen the third quarter coming back to kind of the first quarter at pre pandemic levels. We've had activity in goods spreads in there as well. I think in our markets, I think we see resilience pretty equally among our markets, I will tell you, the Dallas market is doing very well. And then from a tenant perspective, we continue to see demand from kind of exponential service base tenets. We've seen a lot of activity on the tenant level, we've seen restaurants continue to get operators continue to look for opportunities. So, I think we're seeing demand across our unique and differentiated tenant mix. And I think in our markets, they all appear to be recovering very nicely.

Right. And one restaurant you mentioned from California, was that in Arizona or in Texas, that they came to?

Yeah, that's the one I mentioned in my remarks was actually the Arizona. Obviously, with the proximity of our Phoenix market to California, we've seen significant we've seen migration over the years and continue to see that. And then we're seeing a fair amount into Texas as well from some of the coastal cities where people are just looking for places where they can run their businesses a little easier.

Right. Okay. And then the second area I want to talk about is, is your bad debt or uncollectible revenue. As you said, you reviewed all your tenants, I mean they’re very bottoms up. What's on the tenants that you talk to for when you go through that process? What is their outlook? I mean, are they pretty optimistic about what's going on? Or how long did they think things are going to be remain challenging?

I’ll start and Jim will try to give some comments as well. I think it's obviously a fluid and granular process right now. I think we are seeing a lot of pent up demand in our markets and people kind of coming back in in-force to restaurants and other areas. Schools are open in all of our markets. Most of those school districts are offering kind of in person school as well as some virtual. But we're seeing demand. And I think with that we're seeing some optimism from our tenants. We're seeing tenants in our markets that are a little bit surprised by their activity levels. We have a lot of tenants that have been created through this pandemic. Restaurant operators that have created new forms of revenue, we've had restaurants that historically have not done curbside or take out this and develop that. And I think they'll continue to have that as in their portfolio going forward.

Yeah and I’ll add to that Michael, we're seeing some second generation restaurants based both in Arizona and Texas, that is leasing up very quickly, with all the equipment there and all the tables and things and we have good fortune of being able to get people apparently lock them out. But the restaurants are ready to reopen again very quickly. So, we're seeing that happen in that space real quickly. The second thing we're seeing is that, we have a product called Cubexec, which is small offices, closed offices that we have sections of these in our different retail offices. And all we're finding is those are leasing up. This might be a 150 to 200 square feet. We also did a new lease with a [ph] pilatean studio and we took a 25% equity in position in that. And it's a person who teaches features. So with that we have who have franchise rights to open that in multiple properties. And what we're seeing is a strong and maybe even a resurgent demand for the exercise called Pilates, particularly on the Texas and Arizona areas.

Okay. So given that there's pent up demand and there's some optimism there, wouldn't your bad debt reserve constitution to share this quarter? Do you see that fading away fairly quickly or?

Yeah, I think that we are seeing improvement. I mean, our bad debt, our collections for the third quarter were 90%, up from 81% in the second quarter. Obviously, there's a predicting the ultimate when we get to the end of this is very difficult. But I think we are very pleased in the positive trends we're making. And, we don't want to call into it, but we're pleased with the progress we're making. We also reported our October collections, which were 90% through the 25th of the month. So I think that bodes well, so that being above our third quarter amount as well. So I think we expect over time our collection percent to go up, with that the related reserve flexibility to go down.

Okay, great. That's all I have, sounds good. Thank you.

Thanks, Michael.

And our next question will come from Craig Kucera with B. Riley Securities. Please go ahead.

Thank you. Good morning, guys. Can you give me some additional color on what specifically is within the entertainment bucket on the table -- on Page 27 in the table? Is that mostly movie theaters or any other categories there?

Yeah, hey Craig. So, entertainment makes up about 2% of our leased square footage, about 2% of our annualized space rents. The tenants in there we've got, I think, we got one movie theater or we've got one large I can think of a child kind of entertainment venue. We've got some local theaters. So probably, a movie theater is the largest one. And then we have a couple of like community theaters and we have a like a children play area kind of entertainment facility.

Got it. And I just want to double check on the expansion of your line of credit capacity from last quarter. I think it increased about $12 million. Was that good, it's an improvement and analyzed sequentially or is that because you paid down the $9 million mortgage or something else?

Yeah, so our credit facility availability did improve this quarter by about $12 million. That's a result of the two things you mentioned. One is, our NOI is a little better, obviously with greater collections. And then we did pay off one mortgage loan, which allowed that property to be unencumbered and therefore included in the availability of our properties. That represented -- that mortgage loan was about $9 million, the creditability went up about $12 million. So that $9 million of it was from paying off debt, and the rest was from improvement in NOI.

Okay, got it. Jim, I feel like early on you've worked hard in assisting your tenants in garnering government support. And I think in late first quarter, you said that about 30% of your tenant base had reached out. And do you have a sense of how many of those tenants actually were successful in getting into programs such as the PPP, if you will working with them?

Yeah. In terms of the PPP, we've got very, very good success, I'd say upwards of 80% at least. And it really paid off, because they -- these are small business people. And when I say small, just in square footage size, usually their network is in excess of $1 million to $5 million. But they just are not including how do they work with these different banks, and we were able to set up banks for them to get going and expedite that process. And truly, it's really worked out really well for them.

Got it. And so what do you need to hear your collecting process over the past couple of quarters is that you've got your collections, I think in second quarter was 81%. You deferred by this past quarter, you got 93%. I guess with the bucket, for example, this quarter of 7%, kind of, are you thinking those are longer term tenants or are those just based on the fact that doesn't appear abating anything. Can you kind of give us some thoughts on the folks that aren't paying and sort of their longer term viability?

Yeah. So, I think as I said earlier, it is a very fluid process. I think our business model has shown very well. And one of the things about our business model is we have probably a little more hands on depth, we're not spread out like some of the others, where we focus on markets. In those markets, we focus on specific tenants. So, we have a lot of depth and relationships in the markets we operate. We've worked with those tenants, many of those that have got their businesses going, their revenues go on, and they've paid us. Some of those we've reached agreements where we allowed them some relief for a period of time, and they paid us back, will pay us back over 12 to 24 months. And then some, frankly, at this point are just we're working with. So, I don't think that in the quarter, we had 90% collections, we had 3% deferred at least 7% -- kind of 7% that we're working with and continuing to have them, try to help them, help them operate their business and pay us. So, I think we're pleased. If you look at our accounts receivable, I think I recorded some of the stats in our measures, we're seeing good progress in collecting and not letting that accounts receivable balance balloon up. We've been very diligent in collecting and also in doing the rent relief agreements. We've also got some favorable things that will benefit us in the future with greater sales reporting of tenants, greater entry in our online payment portal. And we've also, cleaned up some of the leases where there were exclusives that we would like to have a little better.

Yeah and I’ll add to that. The overall properties are really very, very good. And a lot of them are replicated from city to city and the process is replicated as well. So, when we have a tenant that really looks like they're not going to make it, we just move very quickly to get them out of the space. And we were able to collect anywhere from 75% to 90% of what they made with us in the contract for the event. And then we replaced them with someone else. That's what got very well. We've also found that we've opened our doors to some venues that have helped drive traffic in certain properties. For example, there's -- in Arizona, there's a group called Coffee & Cars, which is a number of exotic high end cars. And these folks like to get together usually on the first Saturday of the month, from 7 am until 10 am. And so we've been able to capture that from some other properties within the areas that have not let that continue during COVID. So, we were able to open during COVID. Now we capture that image anywhere from 40 to 100 cars there on the first Saturday of every month and they'll probably range anywhere from about $25 million to $30 million of the cars. So, that's really stimulated our restaurants in certain properties where they open early in the morning. They serve tacos and breakfast. And then folks who'd come back for lunch or break and things, that we continue that process of how we can serve the tenants.

Okay, thanks. That it for me.

[Operator Instructions] Our next question will come from Aaron Hecht from JMP Securities.

Hey guys. You talked about the strength of Arizona and Texas markets and communities, wondering if you had any metrics that you could top the performance of those properties versus pre-COVID levels, whether it be traffic or revenue, anything to get this perspective there.

Yeah, I think that's a good question Aaron. I think a couple metrics. One is just the leasing activity, obviously is a metric we follow to see the demand from ultimately consumers driven -- consumers then drive the demand of the tenants. So, we've seen our leasing activity back to kind of pre COVID levels in the quarter. So, I think that's very positive. We do a lot of work with looking at traffic levels in our centers, and I don't have those numbers here. But I'll tell you anecdotally, we are seeing in our markets, the traffic counts in our centers, the consumer visits coming back to kind of pre-COVID levels. We use different software to do that, but I don't have the numbers but anecdotally we are seeing that level. As you know, we open all -- we operate all open air centers. And so we're also in markets that are tend to be warmer geographies. So we're very pleased with the activity and we look forward to actually the next few months where our markets are great times, where people are able to enjoy themselves in our centers, sit outside. Our tenant mix is really positioned for the long-term with not a lot of big boxes, more experiential tenants. And so our real estate that we think is early investing class geography in our tenant mix, we feel very good about the activity level we're seeing.

I understand and your -- generally is… Sorry Jim, go ahead.

No. I was going to add to that, it's interesting because our experience with COVID that it started back in March, we have these four offices, one in Houston, Phoenix, in Dallas and San Antonio. And we have as I mentioned earlier, roughly around 100 people. We've only had one person come down with COVID in those four locations in two states. And that person had made a trip back to Seattle, during some of the events, she was going back. We all watched the events on TV, she came back and she had COVID. And then came back a few new office members before she thought actually came back to the office. But one person of all those office, we thought that was kind of a statement. So our experience was very, very slim in that. One thing we noticed was the interaction people from California. We have the COVID and the shutdowns, which are a little bit more dramatic than in Arizona. And following that were the priors. And so when COVID was just reopened, a lot of ours in California and [Indiscernible] and [Indiscernible] one part but most places like San Francisco and places like that is, as you probably know that are being out there. And so we've got a lot of people trying to come up with more. But some are going back, some are not. So we're starting to see some activity. I think we've had like eight interested folks leaving who have moved here from California.

On the collection side and I guess it goes to ultimately leasing side as well, obviously 90% very strong, stable through October. Are there -- is there structural impediments given the tenant base or the type of state that you had as your community that will make that last 10% be significantly harder to start collecting anytime soon without a therapeutic because maybe it's a movie theater or something like that, kind of any insights there, any structural difficulties and maybe more difficult to get used to that file 95% to 100% if you're getting?

Yeah. Great question. Yeah, we've made -- we're pleased with the progress we're making. As you said, we've 90% in the third quarter up from 81%. Obviously, now the goal is to get that back to normal, up in the high 90s. There really aren't any structural impediments. I think we're very well positioned with a tenant base that's largely smaller space tenants, entrepreneurial. We don't have any one tenant that makes up more than 3% of our revenue. So I think it's just going to be continued hard work. I think the next few months, as I mentioned in warmer climate markets like we operate in will be our great month for us. So there are no structural, there's no big lease that's between that 90% and 100%. It's just like our normal tenant base, which is smaller tenants, service providing tenants, entrepreneurial tenants.

Yeah. And those small tenants are entrepreneurial type tenants in most cases, where business is important, you'll see them there12 hours a day, not punching a clock from nine to five. But just to remind our listeners that in Texas in Arizona, we have business -- there are favorable state laws that permit us to lock a tenant out in seven days if they haven't paid their rent. And that's something that tenants know that we can exercise and will be very important to them. In other states, particularly up in the Midwest and on the West Coast and New York, it's usually a 90-day period to lock them out. You have to go to court, and you have to hire lawyer. So the rights are very different in Texas and Arizona. That's why when we look beyond that for expanding, we look at Tennessee, for example, in Florida and Colorado, we have business friendly laws as well. So, I think that helps a lot. Because the tenants know that it's there, and we know that it's there. And we're very judicious about how we use it.

And then the Pillarstone portfolio looks like occupancy drops, there any comments around that how would you think about performance?

Yeah, so Whitestone still has an ownership interest in eight properties that are kind of non-retail properties, that represents, I think it's about it's a small amount for us, I think, for the quarter, it was a couple $100,000 impact to earnings. So, I think that portfolio ultimately, Pillarstone has some plans to develop and change the use of those assets. So, we are seeing the occupancy trend down just a little bit. It's not a large impact to wipe. So, at this point it's about a couple hundred thousand of impact the FFO this quarter.

Thank you very much.

Thanks Aaron.

[Operator Instructions] And with no further questions, I'd like to turn the call back to Mr. Mastandrea for any closing remarks.

Well, thank you operator. And thank you all for joining us. I would like to close by just reiterating that what we find is that the proof is in the pudding. Our management team and our Board, our significant shareholders and we are shoulder-to-shoulder with our shareholders. Our view is we strive to make our existing and our new shareholders aware of our story. We have a great story and we love sharing it. When we're able to accomplish this, we expect to break away from the stigma that really has dragged down the real estate retail industry. We believe that our operating strength is evidenced by our track record will continue to improve as the economy gains traction and guide our Board's decision to adjust our dividend payout ratio also and payout. And while in the meantime, we will be viciously continued to pay attractive dividends as we have in the future. Our shareholders will roll over and our share price does not reflect our business operations that have been dramatically impacted by the COVID pandemic. The superiority of our business model and the strength of our management team's experience really stood the test. And I'm really pleased with that. During the past six months is as and it continues to produce exceptional financial results. Our responsibility is to continue to perform and make the market aware of our story. We think that's the link, it's that we have to really work on as a team here. We believe that as the market becomes more knowledgeable with what we're doing, they will see Whitestone as an investment choice. With these dynamic intersect, we expect our share price to more accurately reflect our true value. We thank our shareholders for the confidence they have placed in us and our stewardship. And as we move towards the future, remain excited. And we're really, really is a team of very optimistic in what we see ahead and to serve you by providing the results we have and continue to work to provide industry leading returns. I will still recognize, there will be some macro driven volatility in the near-term, there are deep experiences and strong performances during the dynamic are reminders that there is a bright long-term future in for us. We get up in any of our numbers and in any of our expectations included tailwind in our plan. But if we catch one, we're really amplified tremendously the results that we've experienced and shared with you. As we move ahead, we will continue to hold ourselves accountable. And we intend to stay true to our core values, intend to execute on our strategic business model. And we intend to deliver to our shareholders significant long-term sustainable value. We know that God's hand is on our shoulders as we focus on serving our shareholders and stakeholders and we thank you all for your confidence in us. With that, operator we close.

And that concludes today's conference. Thank you for your participation and you may now disconnect.