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

Good morning, and thank you for joining Whitestone REIT's first quarter 2024 earnings conference call. Joining me on today's call are Dave Holeman, Chief Executive Officer, Christine Mastandrea, Chief Operating Officer, and Scott Hogan, Chief Financial Officer. Please note that some statements made during this call are not historical and may be deemed forward-looking statements. Actual results may differ materially from those forward-looking statements due to a number of risks, uncertainties, and other factors. Please refer to the company's earnings news release and filings with the SEC, including Whitestone's most recent Form 10-Q and 10-K for a detailed discussion of these factors. Acknowledging the fact that this call may be webcast for a period of time, it is also important to note that this call includes time-sensitive information that may be accurate only as of today's date, May 2, 2024. The company undertakes no obligation to update this information. Whitestone's first quarter earnings news release and supplemental operating and financial data package have been filed with the SEC and are available on our website in the Investor Relations section. We published first quarter 2024 earnings slides on our website yesterday afternoon, which highlight topics to be discussed today. I will now turn the call over to Dave Holeman, our Chief Executive Officer.

Thank you, David. Good morning. And once again, we thank you for joining Whitestone's first quarter 2024 earnings conference call. Let me begin by saying that we are very focused on delivering solid, consistent results for shareholders and our first quarter results are exactly that. We put out our 2024 full-year guidance less than 2 months ago with strong core FFO per share growth of 11%, a robust same-store NOI growth target and a goal to beat last year's record occupancy finish. The team is delivering, and we are on track with our internal forecast and reaffirming our previously issued guidance. In the first quarter, we signed new and renewal leases at a blended 17% increase over the prior leases on a straight-line basis and 9.3% increase on a cash basis. We grew our top line revenue over 3.7%, produced 3.1% growth in same-store NOI and achieved core FFO per share of $0.24. And we continued to strengthen our balance sheet with debt to EBITDAre at 7.8x, which was negatively impacted by professional fees in the quarter related to our proxy contest, which Scott will go into further detail in his comments. Our occupancy was 93.6% at the end of the quarter, up 90 basis points from a year ago, and our net effective annual base rent per square foot was $23.83 up 7.2% from 2023. Our occupancy levels and average base rent aren't just up significantly over the last year, our occupancy has increased 230 basis points, and our ABR is over 13% higher since I became the CEO at the beginning of 2022. This growth shows the value of our strategy and as a result of our new team's execution focus, the quality of our assets and the demand for these types of spaces we specialize in. As…

Good morning, everyone. As Dave mentioned, we remain confident in terms of achieving our 2024 objectives and are on track within our internal, monthly and quarterly goals. Occupancy remains high at 93.6%, up 90 basis points from a year ago, anchored occupancy was 96.9% and smaller space occupancy was 91.6%. We achieved renewal leasing spreads of 15% and new leasing spreads of 25.9% for a combined overall positive leasing spread of 17% in the quarter. I remain confident in the leasing team executing in our projections for the year. However, this is the strongest environment we've ever seen in Texas and Arizona for all site spaces in all the categories we serve across our mix of tenants of food, grocery, restaurants, health, wellness and beauty, financial services, other services, education and entertainment and anticipate the next couple of years will bring the same as there's an increasing growth and a new demography that is showing a new interest and new types of things to do in their lives. One of the things that we look for in our tenants is the best-in-class operators, whether it's an Aldi or the Pickler, one of our keys to success is not just evaluating the credit quality of a potential tenant, but their skill as operators and their ability to succeed over the next 5, 10 and even 20 years. This environment is the perfect time to secure these businesses and ensure that our centers are the right drivers for the future success. Regarding the acquisitions we've recently closed, Garden Oaks, Houston and Scottsdale Commons in Arizona. Our leasing team knows how to deliver returns on these acquisitions, especially given the strong starting fundamentals. Their excellent visibility on major thoroughfares and fast-growing surrounding neighborhoods in dense areas that are supply constrained in terms of more retail development. These factors provide for an infill development and make these acquisitions similar to, for example, our Las Colinas acquisition in late 2019. Since 2019, we have replaced 50% of the tenants in Las Colinas. We've increased the NOI by 35% and strengthened the traffic drivers for the center, which allows us to continue to drive value for the center, both for our tenants, the neighborhoods and for Whitestone. With that, I'll keep my comments short today and turn it over to Scott to cover the financials. Scott?

Thank you, Christine, and good morning. Our solid first quarter results demonstrate the strength of our high-quality portfolio of properties as evidenced by robust leasing spreads and positive same-store NOI growth. Our core FFO per share was $0.24 for the quarter versus $0.24 for the same period in 2023. As Dave mentioned, we remain on track for our core FFO per share guidance of $0.98 to $1.04. We are also on track for our previous projections of same-store NOI growth, ending occupancy, interest expense and debt to EBITDAre. We have increased our projection for net income and G&A expense to reflect the gain from our first quarter disposition and to reflect proxy contest professional fees. Our first quarter G&A expense included approximately $400,000 of professional fees related to our proxy contest, and we expect that our second quarter will include $1.2 million in professional fees related to our proxy contest. Additionally, bad debt was a bit higher in the first quarter, primarily from a small number of tenants, we are now in the process of re-tenanting. We anticipate that number will come down for the remaining quarters. On the whole, we've taken significant steps to reduce earnings variables and allow for our same -- our strong same-store NOI growth to continue to drive earnings growth and balance sheet improvement. Same-store NOI was 3.1 -- our same-store NOI growth was 3.1% for the quarter, which is exactly what we need in order to drive the $0.07 earnings growth expected to come from same-store NOI growth in 2024. We redeemed our Pillarstone OP units in January, so going forward, our income statement no longer has a deficit related to Pillarstone and any associated variability. We'll keep you updated on our collection efforts and our guidance does not assume much of that occurs in 2024, and we may have some significant stretches with no update as our collection efforts progress. We are also in the process of covering off maturities we have coming due later in the year and are currently rate locked for approximately $55 million of 7-year mortgage debt at 6.2%. Accordingly, I anticipate our fixed debt rate percentage will be greater than 85% by the end of the year. Furthermore, if the 2 upcoming dispositions Dave mentioned close as expected, our fixed debt percentage will increase as we reduce our overall debt. Let me wrap up our prepared comments by saying we are excited to be able to support the businesses that populate our centers, but most of all, we are thrilled to deliver results to our shareholders. We look forward to connecting with you in the weeks and months ahead. And with that, let's open the line for questions.

[Operator Instructions] The first question we have comes from Mitch Germain of JMP Securities.

Can you provide some perspective on some of the nuances related to the JV accounting now that you've redeemed the units?

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

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

That's okay. Did I answer it Mitch or are there any...

Yes. So 2 questions. One, there's no more management fee as well, is that it?

Well, we haven't had a management fee from Pillarstone since August of '22 when we canceled the management contract. So, really what we've had with Pillarstone is a JV where there haven't been any distributions to us, or any funding from us to Pillarstone. It's just been an equity method accounting exercise that ended on January 25, when we redeemed our OP units.

And is the deposit on the debt, was that money out the door by you guys, or...

That was -- it was money out the door. We have a right of subrogation now. I did mention that there'll be a disclosure in our 10-Q around this, but in April, Pillarstone and the lender filed a motion to settle the loan with Uptown Tower, whereby Pillarstone will pay by June 10 or can't pay by June 10, $1.1 million more and then that releases the liens the lender has against the asset and releases Whitestone as the guarantor and then allows Pillarstone to hopefully sell the property and then Whitestone would have a right of subrogation against Pillarstone. We think there's a contract for $26 million on that building right now. So the amount should cover our $13 million claim.

They have a contractual right to do that despite what's happening between both entities now with a potential settlement from the court.

Well, they have to work through the -- they have to work through the bankruptcy court, but getting the lender out of the equation is a good thing. And that -- the loan that I was just talking about is the only loan against any of the properties that they have.

Okay. Legal fees that you guided to in addition to the proxy cost, is that all big for G&A?

I'm sorry, I didn't understand the last part of the question. It was legal fees. So there's legal fees and...

G&A guidance, right? You've got G&A guidance that went out quarter-over-quarter, obviously you're backing out the proxy costs, but that still includes legal, correct?

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

And then can I get some color on the asset sales? You sold the property, sounds like $28 million or so. And then you've got another one, that's or another 1 or 2 queued up. How should I just think about what's been done and what we should anticipate going forward?

It's Dave, I'll take that one. And so I think we announced couple years ago the intent to continue just refining the portfolio, looking at assets that we felt like were either very attractively valued or assets that had less upside in the future and recycling those into some new properties. I think in my -- earlier I commented on, we're about $100 million once we close the next 2 acquisitions. We've done the dispositions at a cap rate of approximately 6.2%. And we've been able to acquire properties with a day 1 cash flow of 7.1%, and obviously, more importantly, much more upside in really great areas with opportunity. So I think, as you think about our recycling efforts, I mean, this is no different than a portfolio. We're going to continue, probably looking to turn. We've done $100 million in 2 years, that's probably a decent run rate that we would do going forward and redeploying that. We are seeing some positive movement on the cap rates, on acquisitions as evidenced. But right now, we're pleased with the efforts. We think they're contributing significantly. If you look at the new properties we have bought, better demographics, higher incomes, higher ABRs, just continuing to strengthen the portfolio at Whitestone.

Just 1 more follow up. The $28 million closed when in the quarter?

So the $28 million closed in the -- Scott, do you remember the date? It was in the first quarter...

Are you talking about the asset sale?

Yes.

It was towards the end of March, so...

Okay.

Yes, towards the end of March.

And then you've got $25 million in process, right?

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

The next question we have comes from Gaurav Mehta of Alliance Global Partners.

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

It does not. The $84 million is the actual dispositions. I think the comment we were making is we have about $100 million in acquisitions, roughly $80 million in dispositions. The next 2 transactions will really balance that. So we're going to get about an additional $20-ish million to go. Just continuing to refine the portfolio, upgrade the portfolio with -- by recycling and without the need for external capital.

Second question on your leverage. I think you touched upon this in your prepared remarks, but hoping to get some more color on your debt to EBITDAre going from 7.8x to the guidance of 6.6x to 7x.

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

Okay. Maybe 1 more follow-up on the balance sheet. The 2024, I think the $55 million debt that you talked about on the -- earlier on the call, you said 6.2% rate. Is that the rate that's expiring on that debt or is that the rate you're seeing in the market?

That's the rate lock we have on that loan. And I didn't understand the second part of the question about the market, sorry.

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

That is the -- I mean, that is the replacement debt. So we would -- it's a $55 million loan, and then we'd use those proceeds to pay down the revolver.

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

That's right, yes.

[Operator Instructions] The next question we have comes from John Massocca of B. Riley Securities.

Maybe going back to the capital recycling, I caught the acquisition cap rates, but what's the disposition cap rates and the kind of the other leg of that -- of those transactions?

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

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

I think you're asking what's our volume level for recycling? Is that what you're asking?

No, no, just cap rate. I mean, I was going to -- how does the year-to-date cap rate compare to the number you're stating since 2022?

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

Okay. And then maybe just kind of more holistically, I mean, just because they're in the same market, what makes something like selling Mercado at v Scottsdale Ranch and moving into the other asset you -- the asset you purchased in Scottsdale like, what's the logic in that -- those 2 transactions together?

Sure. Let me help a little bit on this. So first of all, Mercado was in an area that was a bit challenged as far as locationally because it only hit a 180-degree trade area. So the trade area was somewhat limited along Shea Road, and it was further closer to Fountain Hills. So what I look at is I always think about where's my location as far as infill in my trade area. And what I like about -- so if you look for almost a swap from that type of asset where your trade area is limited by 180 degrees, which is pretty significant, that's because the Indian reservation surrounds it. And then you go all the way to Scottsdale and Shea, which is probably, it's the northern gateway over to PV, Paradise Valley, and also the east gateway to the 101, which goes around the city. So it's probably one of the best, what I consider one of the best intersections in the city of Scottsdale versus a trade area that's limited. And that's been some of the recycling. So just to comment on some of the recycling that we have done, it's either been assets that are tapped out, limited trade areas, limited growth and opportunity, and the assets that we've purchased, I think we've exceeded our expectations on the rental rates and the lease-up times.

And then on the bad debt that increased, any kind of specific themes to call out there, was that 1 tenant, multiple tenants, any particular tenant industry, just looking for some more color on that?

It's just a handful of tenants that we're working to retenant and really upgrade and better serve. It gives us an opportunity also to better serve the community around the properties. It's not a pervasive issue across tenant base, it's really just probably 3 or 4 tenants.

Yes, really this has been something that -- I think overall, we've really improved this in our portfolio and also as a team, as we've talked about this in the past that if we do have tenants out there that are weaker tenants, we'd rather remerchandise them in a strong market. So we've taken a very active stand towards that. And quite frankly, the team knows that we look at bad debt as something that is part of how we operate, is something that is to be taken seriously and not to have a lingering number out there. So we've been very active in managing towards -- reducing what I would consider some challenges of the past. And as we talked about, we really look for quality of revenue going forward and the type of tenancy that we bring in. So I think the team has done a really good job with this and we continue to see improvement of that in the future. But I'm not -- I look for tenant weakness all the time and we also look through our portfolio to figure out where we need to be careful in leasing efforts in the future. And so far we've seen the market is really, really strong towards all tenant types. And I haven't seen, like, a significant amount of weakness in a certain type of tenant since COVID, so...

And then maybe bigger picture, as we kind of think about capital recycling, beyond the transactions that you completed or that are kind of in the pipeline, is that impacted at all by the ongoing proxy contest? Do you need to take a pause on any strategic initiatives until that's completed, or is it -- we'll see the result of that and then adjust as need be?

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

[Operator Instructions] The next question we have comes from Michael Diana, Maxim Group, LLC.

Christine, you mentioned that in 1 of the 2 recent acquisitions, you retenanted a lot or there was a lot of retenanting. Can you just give us some more detail why were the new tenants better than the old? What were you doing there?

I wouldn't consider. It's a lot of retenanting. It's just that what we look at when we buy a center, we -- so we have an approach, couple of different approaches that we take. First of all, is it serving -- successfully serving the community. And we look for opportunities that maybe there are some tenants that have been just rolling forward in portfolios or properties that haven't been actively managed, and those types of tenants that maybe not -- not serving the community as well as they could be, their sales numbers aren't there. The management of the business is not as active as it should be. We take those opportunities to remerchandise because we think -- first of all, again, our goal is to successfully serve the community. And in doing so, we look for those types of businesses that do that and have the strong sales to match that. So an example of this, I think, is a really good one, is when we bought the one in Woodlands, which has been a really a phenomenal property. It's a really well-located property. We've been able to retenant 2 of the operators in there and significantly raise the rents at the same time. So we've gotten stronger operators and have been able to raise the rents. And again, we look at that because the area is such a strong area, why shouldn't we move in that direction, especially with the strong market that we have today. The same -- and we always have that look at -- every other acquisition that we take a look at, the same type of point of view, we get an understanding of who's in there? Are they meeting the community needs? Is there an opportunity to retenant? And then again, I would say that Las Colinas, which is an example that we used of one that was several years ago. There was a significant retenanting in that center. But with that, the traffic levels are much higher. Again, the quality of revenue is much better and we've been able to raise the rents as well. So that's always been our approach in acquisition. I think it's been very successful and we'll continue doing it in the future.

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

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

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