Whitestone REIT - Q2 2023
August 2, 2023
Transcript
Operator (participant)
Greetings, and Welcome to the Whitestone REIT Second Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star and zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, David Mordy. Thank you. You may begin, sir.
David Mordy (Director of Investor Relations)
Good morning, thank you for joining Whitestone REIT's Second Quarter 2023 earnings conference call. 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, August 02, 2023.
The company undertakes no obligation to update this information. Whitestone's third 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 second quarter 2023 slides on our website yesterday afternoon, which will highlight topics to be discussed today. I will now turn the call over to Dave Holeman, our Chief Executive Officer.
Dave Holeman (CEO)
Thank you, David. Good morning, and thank you for joining Whitestone's Second Quarter 2023 Earnings Conference call. Operations delivered another very strong quarter in the second quarter of 2023. Legal expenses related to our termination for cause of our former CEO and our associated joint venture investment detracted from what would otherwise be a strong headline number. We expect these to be short-term impacts to earnings this year and not ongoing. We will discuss litigation and our guidance in greater detail, but let me start with the second quarter results. Revenue grew over 4.2% from the second quarter of 2022. Funds from operations per share was $0.21, down from $0.25 a year ago. This decrease was primarily the result of higher interest and legal expenses, offset partially by increased property net operating income.
Same-store net operating income improved by 0.4% for the quarter and is up 1.7% for the six months. We expect the impact of our occupancy gains and strong leasing spreads to be more fully reflected in the second half of the year and are projecting same-store net operating income growth in excess of 5% for the balance of the year, which should get us to our full-year same-store NOI growth guidance. Total occupancy is 93.3%, up 180 basis points from the second quarter of 2022, and up sequentially 60 basis points from the first quarter of 2023.
As of the end of the second quarter, our net effective annual base rent per square foot was $22.78, an increase of 4.9% from a year ago and up 2.5% from the first quarter. We continue to be very optimistic as we are seeing fundamental trends driving organic growth in 2023 that we anticipate will last well beyond this year. I'll outline a couple of those trends. First and foremost, our portfolio of properties are well located in the fastest-growing cities in the country. The Dallas, Houston, Phoenix, and Austin MSAs ranked first through fourth in terms of the greatest number of new residents between 2019 and 2022. This influx drives business growth, both small and large businesses.
Houston just topped the Paychex Small Business Jobs Index for the eighth month in a row, with Phoenix coming in third in the rankings. This kind of robust business growth generally allows us to have multiple options to fill spaces, enabling us to optimally fill centers to maximize foot traffic and take advantage of synergies. We've been positioned almost exclusively within these high-growth cities for over a decade, and we continue to see strong benefits. The second key trend we're seeing right now is lack of supply. Acquiring new centers in our markets in the right neighborhoods is extremely challenging. This is both because of limited existing product and because higher interest rates and a focus on other sectors are shutting off the valve for new retail center development.
We've now delivered five consecutive quarters of combined GAAP leasing spreads in excess of 17%. We're seeing no evidence of a pickup in the construction pipeline that would cause a dampening of the current environment. Despite this supply trend, we recently have found two great additions to our portfolio with our Lake Woodlands acquisitions at the end of last year and our second quarter acquisition of Arcadia. We continue to upgrade the quality of our portfolio, trading out a number of properties with lower ABR, where we felt additional value gains were limited in order to make these acquisitions. Our leasing team has already produced fantastic results for the first two quarters we've owned the Lake Woodlands property. We're similarly excited about our Arcadia acquisition.
We may have some additional activity on the acquisition and disposition front during the second half of 2023, and we anticipate we'll roughly balance the two in terms of financing the acquisitions. Now let me address the legal expenses included in our second quarter results. In late 2021, Pillarstone Capital REIT, the general partner of our joint venture, in which we have an ownership interest of approximately 81% in real estate assets, filed a poison pill solely to frustrate our contractual rights to redeem and monetize our investment. Our former CEO beneficially owns 64.3% of Pillarstone Capital REIT. Whitestone initiated a Delaware lawsuit in mid-2022, asking the court to declare the poison pill unenforceable and to permit Whitestone to redeem and monetize its investment.
Whitestone seeks an award of monetary damages of approximately $60 million, including the amount that the general partner's misconduct precluded Whitestone from receiving in or around December of 2021, and pre- and post-judgment interest at a statutory rate. The Delaware trial on removing the poison pill was held just over two weeks ago and went very well. We remain confident the court will support our position. While timing is difficult to predict in these type of legal matters, we anticipate a decision before the end of the year. The original intent of Pillarstone was a vehicle to monetize these non-core assets, and we're going to get back to that very shortly. Necessarily, our legal expenses have been significant and unfortunately greater than estimated in our initial guidance. Our legal expenses are included in our G&A expense.
Additionally, Pillarstone Capital REIT, the general partner, has communicated that they have or will charge their legal expenses to the partnership, and our pro rata share is reflected in equity in earnings of real estate partnership. Both charges significantly impacted this quarter's results and full-year guidance. Scott will provide greater detail on those numbers in his remarks. As many of you know, we dramatically improved our governance profile over the last year, and we're working hard to advance our environmental objectives with several new initiatives. We'll be rolling out green leases across the board during the third quarter. In addition, we are evaluating the installation of charging stations at a number of our centers, which both attracts customers and helps facilitate the transition to electric vehicles.
Finally, we completed our second GRESB filing in June, which we believe is an important tool for benchmarking our progress versus ESG practices across the wider real estate industry. We believe it's vital to do our part as the world grapples with climate change. My wrap-up comment is very short. The business is firing on all cylinders, and we believe that will become ever more apparent as we get past the litigation noise that is occurring now and will likely last till about year-end. With that, I'll turn the call over to Christine.
Christine Mastandrea (COO)
Good morning, everyone. On the leasing front, we've had a strong quarter, and we are on target to deliver on leasing spreads, occupancy, and same-store NOI growth for 2023. Occupancy rose to 93.3%, up 180 basis points from a year ago, achieved by signing the largest volume of leases since the second quarter of last year. Leasing spreads were 18.7% for the quarter, 32.2% on new leases and 16.2% on renewals. Most importantly, we've hit these numbers signing tenants that will drive traffic and boost the overall value of our centers. One very interesting trend that we're seeing is a definite uptick in the level of location technology used by retail. For years, we have used Placer.ai and Esri in order to drive our acquisitions and determine the right merchandising mix to populate our centers.
We now have tenants that are using the same technology and finding us. This is not only boosting our success in the terms of new tenants, but we believe will also benefit as renewals with tenants we're able to attract more concrete value to the traffic provided by our center. We are continuing to also see the shift of the neighborhood retail from the mall to smaller spaces, and as retail continues to search to be closer to the work-from-home customer. In terms of tenant categories, we are seeing several that have a strong success right now. There seems to be a generational movement away from eating off plates and towards consuming out of cups and bowls. This goes well beyond the exciting CAVA IPO, or the fact that Starbucks is in expansion mode.
We've got great restaurants like Flower Child and KPOT, capturing the bowls phenomenon and expanding franchises like Bluestone Lane and Swig, building out America's increasing demand for coffee and caffeine. Bluestone Lane is an Australian cafe and coffee shop that opened five days ago at our Lake Woodlands location. It's great to see the crowd drawn there for the opening. Swig is where you go if you want a beverage, options for sugar and caffeine. They're rapidly expanding to the delight of amateur mixologists. We've just signed a ground lease with Swig for a pad at our Keller Center in Fort Worth. In fact, Swig is one of three pads we've carved out that will help drive revenues in 2024. Pad creation is a fantastic way to enhance our revenue and are very in demand.
We anticipate about $300,000 per year in additional revenues from the three pad leases we just signed and anticipate we'll be able to complete about the same number of pads each year for the foreseeable future. tarbucks just signed a long-term lease for a pad we've created at Lakeside Market in Plano, Texas. We bought the center in 2021 at just over 80% occupancy. Now we've reached 92% occupancy, and we're creating additional value with the pad sites. Green Street recently scored our portfolio with an initial TAP score of 78 for the portfolio. Within the top third of our peer set is shown in slide six of our earnings presentation. Green Street's TAP, or Trade Area Power Score, combines income, population, education, and cost of living to create a common metric to gauge real estate demand for neighborhood centers across the U.S.
We believe this is an excellent reflection of the strength we have in our markets. Although we also believe that Texas and Arizona will continue to outshine the coastal markets and improve our relative ranking. Phoenix is our largest market, and it led the way to leasing in the last quarter. Manufacturing in the city is already booming prior to the White House designating Phoenix as one of five workforce hubs in May. The White House made this designation per the release because Phoenix is a growing hub for semiconductor manufacturing, optical cable, and critical mineral and battery manufacturing efforts. We believe this will benefit our centers in Phoenix and Scottsdale. I'll wrap up by saying the team is energized for a strong second half of 2023 as we continue in our work to improve the lives of others by meeting the community needs of connection, convenience, and commerce.
Scott?
Scott Hogan (CFO)
Thank you, Christine, and good morning. As Dave and Christine mentioned, we delivered very strong operating results in the quarter and continue to be on track to produce sector-leading full-year same-store NOI growth in 2023. Our second quarter FFO per share was significantly impacted by legal expenses related to Pillarstone and our former CEO. Let me take a minute to provide detail on this subject. Contained within our G&A for the quarter is $0.02 of legal expenses incurred by Whitestone related to litigation with Pillarstone and our former CEO. We also estimated $0.02 of litigation expense incurred by Pillarstone Capital REIT, which they have communicated that they have or will charge to the partnership.
While we do not believe that their trial expenses related to this litigation are reimbursable by the partnership, and while these amounts are a part of our damages claim in Delaware, GAAP accounting requires that we accrue these amounts. Any recovery of these amounts by Whitestone will ultimately be reflected when received, and there is no current cash impact to Whitestone from litigation expenses incurred by Pillarstone Capital REIT. As a result of these legal expenses, we are reducing our 2023 full-year FFO per share guidance range by $0.05. Looking forward, there are a number of positives for 2024, and as analysts look at slide 10 and begin to think about 2024, let me provide a few thoughts. First, we are anticipating $0.08 from litigation in 2023 related to Pillarstone and the former CEO. This should allow us to improve G&A in 2024.
Second, we expect to record a gain if and when we redeem our Pillarstone OP units, and when we do, the activity in the earnings and equity line should end. Our equity in earnings is projected to decrease FFO per share by $0.03 in 2023. Third, once we are able to monetize our Pillarstone OP units, the cash will be meaningful in significantly reducing our total debt and related interest expense. While we anticipate monetizing the OP units during 2024, we cannot yet estimate the timing and hope to have greater clarity on the timing later this year. Fourth, we expect interest expense to be somewhere between a minor negative and a positive in 2024. The reason for the $0.11 in negative impact this year was mostly from renewing our credit facility.
We currently have 84% of our debt fixed, so any move up in rates will likely have a modest impact. Finally, I'll mention that all of the drivers that Dave and Christine discussed are expected to result in a continuation of our same-store NOI growth and its contribution to FFO per share growth in 2024. The entire management team has a clear vision and a path forward to create shareholder value. We are eager to hit the upcoming milestones, and we'll update investors as we do so. With that, we'll open the line for questions.
Operator (participant)
Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star and one on your telephone keypad. The confirmation tone will indicate your line is in the question queue. You may press star and two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. Our first question is from Mitch Germain with JMP Securities. Please proceed.
Mitch Germain (Managing Director)
Good morning.
Scott Hogan (CFO)
Morning, Mitch.
Mitch Germain (Managing Director)
Can I talk a little bit about the legal costs, if I might?
Scott Hogan (CFO)
Yes.
Mitch Germain (Managing Director)
First question is, is it $0.03 or $0.04? I think, Scott, in your comments, you talked about $0.02 in G&A, $0.02 in Pillarstone, but I think the press release talks about $0.03. I'm just trying to understand what was the impact on the quarter.
Scott Hogan (CFO)
The impact on the quarter versus the guidance was $0.01, and we had $0.02 of impact on the quarter from the Pillarstone equity line. Overall, for the quarter, we had $0.02 of legal expense, but we had $0.01 in the guidance, if that makes any sense.
Mitch Germain (Managing Director)
Okay, you had $0.01 in guidance. In G&A, you had an extra $0.01, and then in Pillarstone, you're estimating $0.02. Net net, $0.03 of charges that were not initially guided by you. Is that the way to think about it?
Scott Hogan (CFO)
That's right, for the second quarter.
Mitch Germain (Managing Director)
Okay. I guess some, I guess the Pillarstone charges to you is a little bit probably new versus what you may have been thinking about previously. If you saw any momentum or shift or in terms of how the process would have played out, why not take a, a bit of a conservative view to start with, rather than, you know, come up with a little bit of a surprise here?
Dave Holeman (CEO)
Sure. Hey, Mitch, Dave. I'll, I'll take that one, and Scott may add to it. I think part of the frustration has been, Pillarstone has not provided financial information as they're required per the contract as well. We're doing our best, I think Scott and his team are doing our best to estimate and understand the numbers. A little bit of a surprise in that they notified us during the quarter of those expenses that had not previously been notified of.
Mitch Germain (Managing Director)
Any previous charges of litigation are not in your numbers before, and now they're there in the Pillarstone side? Is that the way to think about it?
Scott Hogan (CFO)
That's right. We, we became aware that they were, charging the partnership. The general partner was charging the partnership in the second quarter. Up until the second quarter, we, we didn't have any reason to believe that they were.
Mitch Germain (Managing Director)
Okay.
Scott Hogan (CFO)
The trial was actually held in July, so Q2 would probably be one of the heavier litigation expense quarters.
Mitch Germain (Managing Director)
Okay. From a modeling perspective, expect litigation expenses. I guess you talked about $0.08 in the year, and it seems like this quarter had $0.04. Just remind me how much was in 1Q, and then how much you're estimating for the rest of the year.
Scott Hogan (CFO)
On the Whitestone side, we're estimating $3.9 million of legal expense for the entire year, with the difference between that and what we had already baked into the guidance being $0.02 for the full year. $0.01 versus guidance for the balance of the year on the Whitestone side. Then on the Pillarstone side, we're estimating $0.02 additional of impact for the balance of the year.
Dave Holeman (CEO)
I think if, Mitch, if you look at the, the press release, in the guidance table, we do give a breakout. We show G&A, approximately a million from initial guidance. I think that's all related to litigation, and then we show the deficit in earnings, which is all related to litigation. I think we do provide the, the detail of those in the, in the guidance table.
Mitch Germain (Managing Director)
Okay. Two more questions from me. What was the occupancy lift from the acquisition? Did that have any impact on the quarter?
Dave Holeman (CEO)
It, it didn't really. I mean, to be honest, I don't know the number, but I think it was. It's such a small part of the whole number. I don't believe it had an impact on it. I can follow up and clarify. That's pretty easy to do. I think, really, we're pleased with our-
Mitch Germain (Managing Director)
That'd be great.
Dave Holeman (CEO)
We're pleased with our leasing activity. I think if you look at the, the leasing activity, Christine can clear it up. I think the new leases were the highest we've had in a period of time as far as activity, so had a really good, solid leasing quarter, with occupancy increasing. I think our ABR is moving in the right direction, about 5% as well, over year.
Mitch Germain (Managing Director)
You're saying the financial impact of that leasing is probably not gonna hit until the back part of the year. Is that the way to think about it?
Scott Hogan (CFO)
We're expect- yeah, Mitch, it's Scott. We're expecting the third and fourth quarters to have around 5% same-store growth, each Q3 and Q4. So that's the, the differences there are just the lease-up. We've got some lease incentives that are gonna be rolling off from earlier leases in the third and fourth quarter and just continued strong leasing activity.
Mitch Germain (Managing Director)
Okay, last one for me. Were there any asset sales in the quarter? Seemed like I mean, you booked some gains, and the number of assets are down, so.
Scott Hogan (CFO)
We sold two small assets in Houston called Sunridge and Westchase, recorded about a $9 million gain, and those were actually sold on June 30. The proceeds from the sales of those two assets were actually used to pay down the credit facility in July by $14 million.
Dave Holeman (CEO)
I think we do provide some details as to the cap rates on those in our earnings material in our deck. I think there's a slide that shows acquisitions and dispositions. Anybody in the room?
Mitch Germain (Managing Director)
Yeah, slide eight.
Dave Holeman (CEO)
Slide eight of the deck, does it have the cap rate on the dispositions?
Mitch Germain (Managing Director)
Yeah, all of the dispositions.
Dave Holeman (CEO)
All of the dispositions. We continue to be doing our recycling, Mitch, like we've talked about. I think we also said we'll have a few more coming throughout the year, but all in all, we're balancing that this year, and we're doing that in a manner that's, you know, creative from a cap rate, day one, and then, obviously, more importantly, we're buying assets we think we can add value in.
Scott Hogan (CFO)
Just one, one more time on the debt side, Mitch, we ended the quarter with about $650 million in debt, and we, we took proceeds from those sales, $14 million, and paid down the $650 million in July.
Mitch Germain (Managing Director)
Okay. Thank you.
Dave Holeman (CEO)
Thank you.
Operator (participant)
Thank you. Our next question is from Craig Kucera with B. Riley Securities. Please proceed.
Craig Kucera (Managing Director of Real Estate Equity Research)
Yeah. Hey, good morning, guys. I've got a couple on the lawsuits, and then, then we'll move on to the business. I guess first, it looks like there was a countersuit filed last September by Pillarstone against Whitestone regarding breach of agreement, fiduciary duty. Is that suit a component of kind of what you're referencing the poison pill as far as your G&A expense expectations?
Dave Holeman (CEO)
Hey, hey, Craig, thanks for the question. I'll try to I'll try to do this as succinctly as possible. Obviously, don't want to spend a, a ton of time. Couple items. In our. We did a year-end letter last year, which literally lays out the three lawsuits and kind of what the components are. For us, the biggest issue, obviously, is, is monetizing our JV investment, which is been sitting on our books and not providing a return to our shareholders. There are, there are three pieces of litigation. One is just, is the, our litigation to monetize our JV investment with Pillarstone. Pillarstone is, beneficially owned 65% by our former CEO. There's also a piece of litigation where... I believe in our investor deck, we have a litigate- litigation page as well.
There's a piece of litigation where our former CEO has, has sued for a breach of employment contract. Then there's just a small little suit in Harris, that they've, they've filed, and we're really not sure what that is, but just in some claim about the, the transfer of the management agreement. Really, for us, for our shareholders, the important suit is, is unlocking the, the joint venture, which, which we're well on the way to do.
Craig Kucera (Managing Director of Real Estate Equity Research)
Okay, got it. And you're seeking, I, I believe, about $51 million plus interest in damages. Is that approaching your share of what you believe to be the fair market value of the assets? How are you coming to that number?
Dave Holeman (CEO)
Yeah, that's, that's based on our, our damages expert, which is a, you know, his value of the real estate as of December of 2021, which is when the basically, we believe our rights were blocked. That's our damages claim. Ultimately, we would look to probably liquidate the assets and, you know, receive whatever value there was at the time, but we believe that's representative of the value of those assets. They're on our books at, I think, $34 million, we're very confident that, that, that we'll receive, we'll receive proceeds well above what's on our books.
Craig Kucera (Managing Director of Real Estate Equity Research)
Okay, got it. I want to circle back to the guidance. You know, it looks like based on your, your net income guidance, there, there may be some additional gains. Can you talk about what your sort of capital recycling expectations are for this, for this year, baked into the guidance?
Scott Hogan (CFO)
What, what we've got in the guidance now is just the, the actual gain of $9.6 million that we realized in June. I, I think, Dave, you wanna talk about the second half of the recycling?
Dave Holeman (CEO)
Sure. Just, just in summary, we've got about $50 million of dispositions and acquisitions expected for the year. I think we closed our Arcadia in the first half of the year, which is about half of that number on the acquisition side. On the disposition side, Scott mentioned we closed on two assets near the on June 30. We have a few others. We have about $50 million in total for the year. I think for the first half of the year, we've done roughly $25 million in acquisitions and $13 million or $14 million in dispositions. At the end of the year, we expect all that to balance out.
Craig Kucera (Managing Director of Real Estate Equity Research)
Got it. Just one more for me, I was just gonna ask on the transaction market, you know, last quarter, you had mentioned that, that things had seemed pretty shallow, but you were able to execute both some sales and, and, and a purchase here this quarter. Kind of what are your, what are your current thoughts on the market? Are you seeing any deepening?
Dave Holeman (CEO)
Thanks, Craig. Yeah, continuing to see, I think we talked about some of the fundamentals that are really helping the organic business are not helping the transaction business. Obviously, the supply continues to be tight, the demand continues to be strong. So you know, we're being judicious and continuing just to prune and upgrade the portfolio, continuing to look for opportunities like many of our peers. We expect those to happen, but at this point, we are really positioning the business, continuing to strengthen the business and not seeing a... I think there's still a significant spread between private pricing and public pricing, but we've got our eye on it. We're continuing to strengthen the business and looking to be ready when available.
Craig Kucera (Managing Director of Real Estate Equity Research)
Okay, thank you.
Dave Holeman (CEO)
Thanks, Craig.
Operator (participant)
As there are no further questions at this time, I would like to turn the floor back over to Mr. Dave Holeman for closing comments.
Dave Holeman (CEO)
Thank you, operator. Thanks to everyone for joining today's call. As we've said, we continue to be very optimistic about the fundamental trends of our business, which are, are really going very well. We anticipate a strong finish to 2023 and really are excited about the future. Thank you again for, for joining us today, and if there's anything we can do to help, please reach out. Thank you.
Operator (participant)
This concludes today's teleconference. Thank you for your participation. You may now disconnect your lines.