Greetings, and welcome to Whitestone REIT's Fourth Quarter and Year-End 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. The operator will now provide instructions. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, David Mordy, Whitestone REIT's Director of Investor Relations. Thank you. You may begin.

Good morning, and thank you for joining Whitestone REIT's fourth quarter 2021 earnings conference call. Joining me today 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-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, March 2, 2022. The company undertakes no obligation to update this information. Whitestone's fourth quarter earnings news 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. I will now turn the call over to Dave Holeman, our Chief Executive Officer.

Thank you, David. Good morning, and thank you for joining Whitestone's fourth quarter 2021 earnings conference call. We had strong 2021 results as we derived the benefits from our ongoing focus on leasing in some of the fastest growing markets in the country in Arizona and Texas. To that point, our financial performance for the quarter was highlighted by revenue growth of 11.5% for 2021 Q4 versus 2020 Q4. Same-store net operating income rose 12.8% over the same period. The improvement was driven by increases in occupancy, positive leasing spreads, and annual base rent per square foot growth. We also delivered full year per share FFO growth of 8.9% adjusting for 2020 loan forgiveness as our centers profited from the ongoing migration of corporations and individuals to our markets. I am thrilled to have several new members of our senior management team on the call with me today. David Mordy, who began the call recently joined Whitestone, and Christine Mastandrea, our recently promoted COO, has been with us since 2006 focusing on operations and strategic initiatives. And today, we'll provide some insight on our operating metrics, leasing focus, and our plans to drive growth. Scott Hogan, our recently promoted CFO, has been with us since 2008 as our Controller and will take us through the numbers today and provide insight into our 2022 outlook. While I've been at the helm of Whitestone for less than 60 days, I have been with the business since near inception. As part of the seriousness related to our commitment to be good stewards of invested capital, we believe that the recent and decisive actions taken by the Board of Directors these past two months affirm the Board's and management's focus to unlock and build shareholder value. With the new leadership in place, we expect to build on our 2021 progress as we move through 2022 to maximize returns from our existing portfolio. We also know that that begins and ends with leasing. This is our number one priority. Today, I will touch upon some of the many steps that have been taken to ensure that as we execute on our leasing objectives, the company is aligned to drive incremental value and cash flow. I will also provide a high level view of our motivation for change and begin to lay out the strategy going forward. So, to these points, we've had a number of announcements related to management and governance. Our motivation for change is quite simple. We are laser-focused on maximizing value for shareholders with a renewed commitment to listen to shareholders and to execute. We are energized by many of the initiatives that are being implemented, including, first, our commitment to reduce general and administrative costs. As part of the culture and strategy shift that is well underway at Whitestone, there will be an immediate reduction in G&A costs, particularly associated with management compensation. Second, we are committed to alignment with corporate governance best practices. The Whitestone Board regularly reviews and aligns with best practices as they relate to corporate governance and the termination of the shareholder rights plan, commonly known as a poison pill, in February advances that objective. In reaching its decision to terminate the plan, the Board took into careful consideration shareholder feedback received as part of our ongoing outreach and engagement process. Third, we are committed to minimize share dilution and maximize value. We intend to focus on increasing FFO per share from organic initiatives. We do not expect to close on any acquisitions in the first half of 2022 with our near-term and long-term focus on leasing our existing properties and reducing overhead expenses. Fourth, our geographic focus remains on the nation's highest growth markets in the Sunbelt, and we believe our mix of entrepreneurial tenants further optimizes our growth potential. It is important to call out the strength of our markets. We have a portfolio that is located in the right markets and in many high-demand and high-traffic locations. Our strategy remains straightforward. We have a very simple and easy-to-understand business plan. Our intention is to enhance our approach and execute on our strategy to drive revenue and occupancy. Fifth, we understand that we need to grow but we must do it in a disciplined and thoughtful manner. We will not grow for growth's sake. But our growth will be guided by disciplined capital stewardship. Our new team is in place and with our best-in-class geography and strategically designed tenant mix, we are positioned to drive leasing and to scale the business. In 2022, we will also evaluate the entire portfolio and determine if there are properties we should monetize and redeploy the proceeds into acquisitions, development, or balance sheet improvement. As we move into 2022, we will look to build on our 2021 record leasing activity, increasing occupancy, and strong annualized base rent growth. Together, with our focus on cost reductions, we expect to drive best-in-class earnings per share growth in 2022 that will position Whitestone to prosper for years to come. With that, I will now turn the call over to Christine.

Thank you, Dave. First, I want to thank our team for driving the results of the past year with their commitment to our communities, tenants, and customers. Our overall focus from an operations perspective was on improving revenue quality and scalability. This resulted in an increase in same-store occupancy to 91.7% from 88.2%, an overall increase of 350 basis points. Leasing spreads were positive 14.9% in the fourth quarter and positive 8% for the full year. New leasing spreads increased 11.2% in the fourth quarter and increased 6.1% for the full year. Renewal leasing spreads increased 15.7% in the fourth quarter, and an increase of 12.2% for the full year. On a total lease value basis, our new leasing activity for 2021 was more than double our pre-COVID 2019 level. This is a result of being disciplined with our business model, which begins with knowing the neighborhoods we serve. We engage in heavy research to ensure businesses we partner with meet the needs of our communities. Rather than standardization, we prefer localization. Early on, we concentrated our acquisitions in high-income neighborhoods in the fastest growing markets in the country driven by job and population growth: Houston, Dallas-Fort Worth, Austin, San Antonio, Phoenix, and Scottsdale. We expect the migration to continue to these areas as we continue to scale our regional infrastructure. We invest in centers positioned to meet the changing retail environment. Our average tenant space size is approximately 3,000 square feet. This allows us to meet a wider range of uses, giving further flexibility and lower conversion costs to meet community needs. Retail footprints are downsizing and we are well positioned for the opportunity. At over $21 per square foot, our ABR increased almost 8% in 2021. This is a result of smaller shops providing a higher ABR per square foot than big box space and focusing on convenience and services versus soft and hard goods. By focusing on the needs of the time-crunched consumer, our tenant mix is compatible with the Amazon effect. Our tenant base is intentionally built to be diversified with food, self-care and wellness, services, education, and entertainment. In particular, restaurants, healthcare, and the wellness sectors are growing at a fast pace. Our bounce back from COVID shows our overall strength and was nearly complete by year-end 2021 with cash collections and accounts receivable at pre-COVID levels. In addition, we transitioned out weaker businesses and are cultivating and developing high-value enterprise tenants and expanding their businesses with us. Examples include Barro's Pizza and Ace Hardware. Forbes recently mentioned that 2022 may be the year for franchise growth and we are certainly seeing the evidence of that in some of our key franchises. OrangeTheory, Dunkin' Donuts, Mathnasium, and others continue to add locations. Going forward, we'll continue to work and build a durable economic advantage by improving the lives of others by striving to meet the community needs of connection, convenience, and commerce. And we'll continue to work to grow with our tenants, provide our team members opportunities for growth, and continue to build long-term shareholder value. With that, I'd like to turn the call over to Scott.

Thank you, Christine. I appreciate the opportunity to share our 2021 year-end results. Total revenue grew 11.5% to $33 million for the quarter versus the fourth quarter of 2020. Full year revenue was $125.4 million versus $117.9 million for 2020, up 6.3%. The revenue growth was driven by a 3.5% same-store occupancy improvement compared to 2020, and we also benefited from a 7.7% ABR growth. Debt income for the year was $0.26 per share, up from $0.14 per share in the prior year. NAREIT funds from operations, per diluted share, grew 4% to $0.86 for full year 2021 versus $0.83 for 2020. Importantly, $0.04 of the FFO in 2020 came from our gain on loan forgiveness during the fourth quarter. Adjusting for the 2020 loan forgiveness, our year-over-year FFO per share growth was 8.9%. While we published FFO Core excluding stock compensation one last time, we plan to stop using the metric going forward as it is not consistent with industry standards. Turning to the balance sheet, since early last year, we have implemented various measures to strengthen our liquidity. At the end of 2021, our total net debt was $636 million, improving our debt to gross book real estate cost ratio to 51%, an improvement over 55% a year ago. Our debt to EBITDAre ratio was 9.1 times for the full year 2021 versus 10.2 times for the full year 2020. In the past, we've reported EBITDAre with adjustments for share-based compensation and management fees. We do not intend to continue making those adjustments. We are targeting a debt to EBITDAre ratio of 7.8 times to 8.1 times by year-end 2022. We are pleased with the significant progress we have made on strengthening our balance sheet and we remain steadfast in our commitment in this area. Our Board recently approved a quarterly dividend of $0.12 per share for the second quarter representing an annual dividend amount of $0.48 per share and an 11.6% increase from the first quarter of 2022. To wrap up, I'm excited to introduce our 2022 guidance. FFO per fully diluted common share and OP unit guidance is expected to range from $0.98 to $1.02, representing a 14% to 19% increase from 2021. The key assumptions included in our 2022 guidance are: an occupancy of 92% to 93%, same-store NOI growth of 3% to 5%, G&A cost reductions of approximately $3 million to $3.5 million inclusive of $0.5 million in non-recurring stock forfeitures and severance costs, and bad debt of 1.5% of revenue. We look forward to updating investors over the course of the year as we progress towards these targets. With that, now we will take questions. Operator, please open the lines.

Our first question comes from Craig Kucera with B. Riley Securities. Please proceed with your question.

Appreciate your opening comments, Dave, on many of the philosophical changes the company is going to make in light of the management change. And I appreciate that you guys are tackling a lot and clearly listening to your investor base. But one topic you didn't address was Pillarstone and those legacy non-retail assets: is becoming a pure-play shopping center REIT a goal for Whitestone over time?

Thanks, Craig. Absolutely. We intend to focus on what we do and do it well. The Pillarstone assets—originally the investment in those assets was 14 properties a number of years ago. Since that time, we've liquidated six of those 14 properties, and I think those properties would continue to be in the category we categorize as assets we want to look at and look to monetize and reinvest those proceeds into really what we do, which is community center properties.

Changing gears, you mentioned that you had a pretty nice improvement in leasing momentum in the fourth quarter and really throughout the year. Can you talk about how the first quarter traffic is looking and the remaining vacancies that you do have?

Thanks for the question, Craig. We still see traffic very strong, and a lot of it has to do with where, as Wayne Gretzky says, you're skating where the puck is going. With the downsizing of retail, also in our markets, we're seeing quite a bit of traffic for leasing activity. We talked a little bit about this already. Most of our second-generation restaurants have filled. We have very few of them left. Along with that, the health and wellness sector, we've seen very little pullback in our markets.

Okay, great. And I know you touched on — there were some of the reduction in G&A with some stock forfeiture. But kind of bigger picture, looking at the reduction, can you give us a sense of how much is non-cash versus what is cash as far as a reduction in 2022?

Yes, hi, this is Scott. So for 2022, we expect to have one-time reductions of $500,000, which include forfeitures, net of some severance costs. And then for the balance of the year, we should have about $2 million in share-based compensation expense reductions with the balance of the cost savings in cash, largely from executive compensation.

Okay, great. And just one more from me again on the guidance. Is bad debt kind of 1% to 2% just being conservative? Or are you guys seeing any indications of maybe some tenants that give you some pause, thinking about 2022?

Thanks for the question. We don't really have any tenants who give us pause for 2022. In 2021, we had about $1 million of cash that we've collected from deferrals. In 2020, we expect our collections to continue to be strong into 2022, and no issues with any individual tenants. So, 1.5% may be on the conservative side; we'll just have to see how collections go.

Our next question comes from the line of Michael Diana with Maxim Group. Please proceed with your question.

Thank you. Dave, you mentioned you are going to make any acquisitions at least in the first half of 2022. Do you have any development or redevelopment plan on your out-parcels or the various other opportunities you have?

Yes, I'll start out and Christine may chime in as well. I think as we've communicated, one of the things we've done is we've bought properties where there is the ability to add some outparcels and there's also the ability to add a little more GLA. We'll continue to do that as we've done in the past with, for instance, in 2021, we built up a pad site that we put a Dunkin' Donuts in. So there'll be opportunities like that we execute on. I think the message is just for the first half of the year, we're going to really focus on driving organic growth on leasing, and implementing our overhead cost reductions.

As you can imagine, Michael, drive-throughs are really hot right now. So we identified a number of sites in the portfolio, we continue to market those, and a number of those are in process, and we do expect to keep delivering on execution with that portfolio this year. We have picked back up on our redevelopment, which we had put on pause in 2020 during COVID. We're getting those plans back into shape and we will let you know where we go from here, but it's moving forward.

Okay, great. Thanks very much.

Thanks, Michael.

We have reached the end of the question-and-answer session. I would now like to turn the call back over to David Holeman for closing comments.

Thank you, operator, and thank everyone for joining us on the call today. We're energized as we move into 2022 with our new leadership team in place. We expect to build off of our 2021 progress with continued strong property performance and significantly reduced overhead expenses. We believe this will help us to provide best-in-class earnings per share growth in 2022. And with that, we will end our call and thank you everyone, and have a great day.

This concludes today's call. You may disconnect your lines at this time. And we thank you for your participation.