Whitestone REIT (WSR)

Risks

• Real estate property investments are illiquid due to a variety of factors and therefore we may not be able to dispose of properties when appropriate or on favorable terms.
• Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could have a material adverse effect on our ability to successfully and profitably operate our business.
• Disruption in capital markets could adversely impact acquisition activities and pricing of real estate assets.
• All of our properties are subject to property taxes that may increase in the future, which could adversely affect our cash flow.
• Our assets may be subject to impairment charges.
• Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost.
• We face intense competition, which may decrease, or prevent increases of, the occupancy and rental rates of our properties.
• Because a majority of our GLA is in the Houston and Phoenix metropolitan areas, an economic downturn in either area could adversely impact our operations and ability to make distributions to our shareholders.
• The ongoing COVID-19 pandemic has in the past and may continue to materially and adversely impact and disrupt our business, financial condition, results of operations and cash flows. Any future outbreak of any COVID-19 variants or any other highly infectious or contagious disease could have a similar impact.
• We lease our properties to approximately 1,600 tenants and leases for approximately 10% to 20% of our GLA expire annually. Each year we face the risk of non-renewal of a significant percentage of our leases and the cost of re-leasing a significant amount of our available space, and our failure to meet leasing targets and control the cost of re-leasing our properties could adversely affect our rental revenue, operating expenses and results of operations.
• Many of our tenants are small businesses, which may have a higher risk of bankruptcy or insolvency.
• Uninsured losses relating to real property or excessively expensive premiums for insurance coverage may adversely affect our returns.
• Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.
• Our business is significantly influenced by demand for retail space generally, and a decrease in such demand may have a greater adverse effect on our business than if we owned a more diversified real estate portfolio.
• We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions.
• We are subject to risks related to corporate social and environmental responsibility and reputation.
• Recent changes in our executive management team may be disruptive to, or cause uncertainty in, our business, results of operations and the price of our common shares.
• The recently adopted Pillarstone REIT shareholder rights plan could adversely impact the value of our investment in Pillarstone OP.
• Current market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all, which could adversely affect our ability to grow, our interest cost and our results of operations.
• Our failure to hedge effectively against interest rate changes may adversely affect results of operations.
• We currently have and may incur additional mortgage indebtedness and other borrowings, which may increase our business risks and may adversely affect our ability to make distributions to our shareholders.
• If we set aside insufficient working capital or are unable to secure funds for future tenant improvements, we may be required to defer necessary property improvements, which could adversely impact the quality of our properties and our results of operations.
• We have in the past and may continue to structure acquisitions of property in exchange for limited partnership units in our Operating Partnership on terms that could limit our liquidity or our flexibility.
• We may issue preferred shares with a preference in distributions over our common shares, and our ability to issue preferred shares and additional common shares may deter or prevent a sale of our common shares in which you could profit.
• Changes in how LIBOR is determined, or the potential replacement of LIBOR with an alternative reference rate, may adversely affect our interest expense.
• If we fail to qualify as a REIT, our operations and distributions to shareholders would be adversely impacted.
• We may need to incur additional borrowings to meet the REIT minimum distribution requirement and to avoid excise tax.
• If our Operating Partnership were classified as a “publicly traded partnership” taxable as a corporation for federal income tax purposes under the Code, we would cease to qualify as a REIT and would suffer other adverse tax consequences.
• Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
• Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
• Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
• We could be subject to additional taxes upon the occurrence of certain events that must be paid to maintain our REIT status for federal tax purposes.
• Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.
• Increases in market interest rates may result in a decrease in the value of our common shares.
• Maryland takeover statutes may deter others from seeking to acquire us and prevent shareholders from making a profit in such transactions.
• The MGCL, the Maryland REIT Law and our organizational documents limit shareholders’ rights to bring claims against our officers and trustees.
• The terms of our employment agreements with our executive officers and severance arrangements with other employees and the terms of certain equity awards granted to our employees may deter others from seeking to acquire us or reduce the price of any such acquisition.
• Future offerings of debt, which would be senior to our common shares upon liquidation, and/or preferred equity securities that may be senior to our common shares for purposes of distributions or upon liquidation, may adversely affect the market price of our common shares.
• Market disruptions may significantly and adversely affect our financial condition and results of operations.
• The value of investments in our common shares will be directly affected by general economic and regulatory factors we cannot control or predict.
• We may not be successful in consummating suitable acquisitions or investment opportunities, which may impede our growth and adversely affect the trading price of our common shares.
• Our systems may not be adequate to support our growth, and our failure to successfully oversee our portfolio of properties could adversely affect our results of operations.
• There can be no assurance that we will be able to pay or maintain cash distributions or that distributions will increase over time.
• Any weaknesses identified in our system of internal controls by us and our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 could have an adverse effect on our business.