EX-99.1 2 ex_626444.htm EXHIBIT 99.1 ex_626444.htm

Exhibit 99.1

 

WHITESTONE REIT

REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS

 

Houston, Texas, March 6, 2024 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the fourth quarter and full year of 2023. Whitestone creates neighborhood center communities in its high-quality open-air shopping centers that it acquires, owns, manages, develops, and redevelops primarily in some of the largest, fastest-growing, high-household-income markets in the Sunbelt.

 

“I am proud of the work and dedication of the Whitestone team in executing our strategic priorities and steadfastly serving our tenants and our neighborhood communities. We finished the year on a very strong note: hitting record occupancy of 94.2%, GAAP leasing spreads of nearly 22% and achieving a year-over-year revenue increase in excess of 5%.  We initiated 2024 Core FFO per share guidance of $0.98 - $1.04 and were pleased to grow the dividend by 3% as announced yesterday. I am fully confident that our stellar financial performance and actions will position Whitestone to deliver attractive profitable growth and drive substantial value for all of our stakeholders in the years ahead.” 

 

– Dave Holeman, Chief Executive Officer

 

Fourth Quarter 2023 Operating and Financial Results

All per share amounts are on a diluted per common share and operating partnership (OP) unit basis unless stated otherwise.

Reconciliations of Net Income Attributable to Whitestone REIT to FFO, Core FFO, NOI and EBITDAre are included herein.

 

 

Revenues of $37.5 million versus $34.9 million for the fourth quarter of 2022.

 

Net Income attributable to common shareholders of $1.5 million, or $0.03 per diluted share, versus $19.9 million, or $0.40 per diluted share for the fourth quarter of 2022. 

 

Funds from Operations (“FFO”) per diluted share of $0.21 versus $0.23 for the fourth quarter of 2022. 

 

 

Core FFO per diluted share of $0.24 versus $0.23 for the fourth quarter of 2022.

 

EBITDAre of $21.0 million versus $20.3 million for the fourth quarter of 2022.

 

Same-Store Net Operating Income (“NOI”) grew 2.4% to $24.0 million versus $23.4 million for the fourth quarter of 2022. 

 

Net Effective Annual Base Rental Revenue per leased square foot was up 6.2% to $23.35, compared to the prior year quarter.

 

Full Year 2023 Operating and Financial Results

 

All per share amounts are on a diluted per common share and operating partnership (OP) unit basis unless stated otherwise.

 

 

Revenues of $147.0 million versus $139.4 million for 2022.

 

Net Income attributable to common shareholders of $19.2 million, or $0.38 per diluted share, versus $35.3 million, or $0.71 per diluted share for 2022.

 

Funds from Operations (“FFO”) per diluted share of $0.88 versus $1.03 for 2022. 

 

Core FFO per diluted share of $0.91 versus $1.03 for 2022.

 

EBITDAre of $81.0 million versus $80.8 million for 2022.

 

Same-Store Net Operating Income (“NOI”) grew 2.7% to $92.8 million versus $90.4 million for 2022.

 

Operating Results

For the three-month periods ending December 31, 2023 and 2022, the Company’s operating highlights were as follows:

 

   

Fourth Quarter 2023

Fourth Quarter 2022

Occupancy:

     

Wholly Owned Properties – All

 

94.2%

93.7%

>10,000 Sq Ft Occupancy

 

97.5%

98.0%

≤ 10,000 Sq Ft Occupancy

 

92.1%

91.2%

Same Store Property Net Operating Income Change (1)

 

2.4%

7.1%

Rental Rate Growth - Total (GAAP Basis):

 

21.8%

23.5%

New Leases

 

37.3%

24.3%

Renewal Leases

 

15.3%

23.2%

Leasing Transactions:

     

Number of New Leases

 

44

22

New Leases - Lease Term Revenue (millions)

 

$26.7

$27.5

Number of Renewal Leases

 

32

38

Renewal Leases - Lease Term Revenue (millions)

 

$23.6

$9.7

 

 

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Balance Sheet and Debt Metrics

 

 

As of December 31, 2023, Whitestone had total debt of $640.5 million, along with capacity and availability of $104.0 million each under its $250 million revolving credit facility

 

As of December 31, 2023, the Company has undepreciated real estate assets of $1.2 billion.

 

Dividend

 

On March 5, 2024, the Company declared a quarterly cash distribution of $0.12375 per common share and OP unit for the second quarter of 2024, to be paid in three equal installments of $0.04125 in April, May, and June of 2024. The second quarter dividend represents a 3.13% increase from the first quarter of 2024. 

 

2024 Full Year Guidance

 

The Company currently estimates that U.S. generally accepted accounting principles (“GAAP”) net income available to common shareholders will be within the range of $0.32 to $0.38 per diluted share, and Core FFO will be within the range of $0.98 to $1.04 per diluted share and OP Unit. 

 

   

Initial 2024 Guidance

2023 Actual

   

(unaudited, amounts in thousands except per share and percentages)

Net income attributable to Whitestone REIT

 

$16,600 - $19,600

$19,180

Core FFO (1)

 

$50,985 - $53,985

$46,765

       

Net income attributable to Whitestone REIT per share

 

$0.32 - $0.38

$0.38

Core FFO per diluted share and OP Unit (1)

 

$0.98 - $1.04

$0.91

       

Key Drivers:

     

Same store net operating income growth (2)

 

2.5% - 4.0%

2.7%

Bad debt as a percentage of revenue

 

0.60% - 1.10%

0.65%

General and administrative expense

 

$19,700 - $21,200

$20,653

Interest expense

 

$32,600 - $34,100

$32,866

Ending occupancy

 

93.8% - 94.8%

94.20%

Net Debt to EBITDAre Ratio (3)

 

7.0X - 6.6X

7.5X

 

(1)

For the reconciliation of forward-looking non-GAAP financial measure to the comparable GAAP financial measure, see the “Core FFO per diluted share and OP unit” reconciliation table. Core Funds from Operations (“Core FFO”) is a non-GAAP measure.

(2)

Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods.

(3)

Fourth quarter annualized EBITDAre. For the reconciliation of Net Debt to EBITDAre Ratio, a non-GAAP financial measure, to the comparable GAAP financial measure, see the "Earnings Before Interest, Tax, Depreciation and Amortization for Real Estate (EBITDAre)" reconciliation table.

 

Portfolio Statistics

 

As of December 31, 2023, Whitestone wholly owned 55 Community-Centered Properties™ with approximately 5.0 million square feet of gross leasable area (“GLA”). Five of the 55 Community-Centered Properties™ are land parcels held for future development. The portfolio is comprised of 29 properties in Texas and 26 in Arizona. Whitestone’s Community-Centered Properties™ are located in the MSA's of Austin (5), Dallas-Fort Worth (9), Houston (12), Phoenix (26), and San Antonio (3). The Company’s properties in these markets are generally in high-traffic locations, surrounded by high-household-income communities. The Company also owns an 81.4% equity interest in eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.

 

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At the end of the fourth quarter, the Company’s diversified tenant base was comprised of 1,453 tenants, with the largest tenant accounting for only 2.1% of annualized base rental revenues. No single tenant exceeded 2.1% of total revenues. Lease terms range from less than one year for smaller tenants to more than 15 years for larger tenants. Whitestone’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.

 

Conference Call Information

 

In conjunction with the issuance of its financial results, the Company invites you to listen to its earnings release conference call to be broadcast live on Thursday, March 7, 2024, at 8:30 A.M Eastern Time / 7:30 A.M. Central Time. The call will be led by Dave Holeman, Chief Executive Officer. Conference call access information is as follows:

 

To listen to a webcast of the conference call, click on the Investor Relations tab of the Company’s website, www.whitestonereit.com, and then click on the webcast link. A replay of the call will be available on Whitestone’s website via the webcast link until the Company’s next earnings release. Additional information about Whitestone can be found on the Company’s website.

 

Dial-in number for domestic participants:  

1-877-407-0784

Dial-in number for international participants: 

1-201-689-8560

 

The conference call will be recorded, and a telephone replay will be available through Thursday, March 21, 2024. Replay access information is as follows:

 

Replay number for domestic participants:

1-844-512-2921

Replay number for international participants:

1-412-317-6671

Passcode (for all participants):

13742561

 

 

Supplemental Financial Information

 

The fourth quarter earnings release and supplemental data package will be located in the “News and Events” and “Financial Reporting” tabs of the Investor Relations section of the Company’s website at www.whitestonereit.com. The earnings release and supplemental data package will also be available by mail upon request. To receive a copy, please call Investor Relations at (713) 435-2219.

 

About Whitestone REIT

 

Whitestone REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

 

Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit www.whitestonereit.com.

 

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Forward-Looking Statements

 

This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition and results of operations, statements related to our expectations regarding the performance of our business, and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. 

 

Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of public health emergencies, such as COVID-19, on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; increases in interest rates, including as a result of inflation operating costs or general and administrative expenses; our current geographic concentration in the Houston and Phoenix metropolitan area makes us susceptible to local economic downturns and natural disasters, such as floods and hurricanes, which may increase as a result of climate change, increasing focus by stakeholders on environmental, social, and governance matters, financial institution disruption; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; risks related to generative artificial intelligence tools and language models, along with the potential interpretations and conclusions they might make regarding our business and prospects, particularly concerning the spread of misinformation; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip and unrest in the Middle East; the need to fund tenant improvements or other capital expenditures out of operating cash flow; the extent to which our estimates regarding Pillarstone REIT Operating Partnership LP's financial condition and results of operations differ from actual results; and the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.

 

Non-GAAP Financial Measures

 

This release contains supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”) including EBITDAre, FFO, NOI and net debt. Following are explanations and reconciliations of these metrics to their most comparable GAAP metric.

 

EBITDAre: The National Association of Real Estate Investment Trusts (“NAREIT”) defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization and impairment write-downs of depreciable property and of investments in unconsolidated affiliates caused by a decrease in value of depreciable property in the affiliate, plus or minus losses and gains on the disposition of depreciable property, including losses/gains on change in control and adjustments to reflect the entity’s share of EBITDAre of the unconsolidated affiliates and consolidated affiliates with non-controlling interests. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. Management believes that EBITDAre represents a supplemental non-GAAP performance measure that provides investors with a relevant basis for comparing REITs. There can be no assurance the EBITDAre as presented by the Company is comparable to similarly titled measures of other REITs. EBITDAre should not be considered as an alternative to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. EBITDAre does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

 

FFO: Funds From Operations: The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We calculate FFO in a manner consistent with the NAREIT definition and also include adjustments for our unconsolidated real estate partnership.

 

Core Funds from Operations (“Core FFO”) is a non-GAAP measure. From time to time, we report or provide guidance with respect to “Core FFO” which removes the impact of certain non-recurring and non-operating transactions or other items we do not consider to be representative of our core operating results including, without limitation, default interest on debt of real estate partnership, extinguishment of debt cost, gains or losses associated with litigation involving the Company that is not in the normal course of business, and proxy contest professional fees.

 

Management uses FFO and Core FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income (loss) alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself. In addition, securities analysts, investors and other interested parties use FFO and Core FFO as the primary metric for comparing the relative performance of equity REITs. FFO and Core FFO should not be considered as an alternative to net income or other measurements under GAAP, as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO and Core FFO do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. Although our calculation of FFO is consistent with that of NAREIT, there can be no assurance that FFO and Core FFO presented by us is comparable to similarly titled measures of other REITs.

 

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NOI: Net Operating Income: Management believes that NOI is a useful measure of our property operating performance. We define NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Other REITs may use different methodologies for calculating NOI and, accordingly, our NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets, and includes NOI of real estate partnership (pro rata) and net income attributable to noncontrolling interest, it provides a performance measure that, when compared year-over-year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. We use NOI to evaluate our operating performance since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, lease rates and tenant base have on our results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about our property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of our overall financial performance since it does not reflect the level of capital expenditure and leasing costs necessary to maintain the operating performance of our properties, including general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets.

 

Same Store NOI: Management believes that Same Store NOI is a useful measure of the Company’s property operating performance because it includes only the properties that have been owned for the entire period being compared, and it is frequently used by the investment community. Same Store NOI assists in eliminating differences in NOI due to the acquisition or disposition of properties during the period being presented, providing a more consistent measure of the Company’s performance. The Company defines Same Store NOI as operating revenues (rental and other revenues, excluding straight-line rent adjustments, amortization of above/below market rents, and lease termination fees) less property and related expenses (property operation and maintenance and real estate taxes), Non-Same Store NOI, and NOI of our investment in Pillarstone OP (pro rata). We define “Non-Same Stores” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. Other REITs may use different methodologies for calculating Same Store NOI, and accordingly, the Company's Same Store NOI may not be comparable to that of other REITs.

 

Net debt: We present net debt, which we define as total debt net of insurance financing less cash plus our proportional share of net debt of real estate partnership, and net debt to pro forma EBITDAre, which we define as net debt divided by EBITDAre because we believe they are helpful as supplemental measures in assessing our ability to service our financing obligations and in evaluating balance sheet leverage against that of other REITs. However, net debt and net debt to pro forma EBITDAre should not be viewed as a stand-alone measure of our overall liquidity and leverage. In addition, other REITs may use different methodologies for calculating net debt and net debt to pro forma EBITDAre, and accordingly our net debt and net debt to pro forma EBITDAre may not be comparable to that of other REITs.

 

 

Investor and Media Relations:

David Mordy

Director, Investor Relations

Whitestone REIT

(713) 435-2219

ir@whitestonereit.com

 

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Whitestone REIT and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

   

December 31, 2023

   

December 31, 2022

 
                 

ASSETS

 

Real estate assets, at cost

               

Property

  $ 1,221,466     $ 1,199,041  

Accumulated depreciation

    (229,767 )     (208,286 )

Total real estate assets

    991,699       990,755  

Investment in real estate partnership

    31,671       34,826  

Cash and cash equivalents

    4,572       6,166  

Restricted cash

    68       189  

Escrows and deposits

    24,148       12,827  

Accrued rents and accounts receivable, net of allowance for doubtful accounts (1)

    30,592       25,570  

Receivable due from related party

    1,513       1,377  

Unamortized lease commissions, legal fees and loan costs

    13,783       12,697  

Prepaid expenses and other assets(2)

    4,765       7,838  

Finance lease right-of-use assets

    10,428       10,522  

Total assets

  $ 1,113,239     $ 1,102,767  
                 

LIABILITIES AND EQUITY

 

Liabilities:

               

Notes payable

  $ 640,172     $ 625,427  

Accounts payable and accrued expenses(3)

    36,513       36,154  

Payable due to related party

    1,577       1,561  

Tenants' security deposits

    8,614       8,428  

Dividends and distributions payable

    6,025       6,008  

Finance lease liabilities

    721       735  

Total liabilities

    693,622       678,313  

Commitments and contingencies:

           

Equity:

               

Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and December 31, 2022

           

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 49,610,831 and 49,422,716 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

    50       49  

Additional paid-in capital

    628,079       624,785  

Accumulated deficit

    (216,963 )     (212,366 )

Accumulated other comprehensive income

    2,576       5,980  

Total Whitestone REIT shareholders' equity

    413,742       418,448  

Noncontrolling interest in subsidiary

    5,875       6,006  

Total equity

    419,617       424,454  

Total liabilities and equity

  $ 1,113,239     $ 1,102,767  

 

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Whitestone REIT and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

   

December 31, 2023

   

December 31, 2022

 

(1) Accrued rents and accounts receivable, net of allowance for doubtful accounts

               

Tenant receivables

  $ 16,287     $ 16,828  

Accrued rents and other recoveries

    26,751       22,103  

Allowance for doubtful accounts

    (13,570 )     (13,822 )

Other receivables

    1,124       461  

Total accrued rents and accounts receivable, net of allowance for doubtful accounts

  $ 30,592     $ 25,570  
                 

(2) Operating lease right of use assets (net)

  $ 109     $ 124  

(3) Operating lease liabilities

  $ 112     $ 129  

 

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Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Revenues

                               

Rental(1)

  $ 37,247     $ 34,700     $ 145,652     $ 138,200  

Management, transaction, and other fees

    277       218       1,317       1,221  

Total revenues

    37,524       34,918       146,969       139,421  
                                 

Operating expenses

                               

Depreciation and amortization

    8,428       8,046       32,966       31,707  

Operating and maintenance

    8,101       6,435       27,948       25,688  

Real estate taxes

    3,848       3,740       18,016       17,607  

General and administrative

    5,002       5,003       20,653       18,066  

Total operating expenses

    25,379       23,224       99,583       93,068  
                                 

Other expenses (income)

                               

Interest expense

    8,303       8,082       32,866       27,193  

(Gain) loss on sale of properties, net

    620       (16,950 )     (9,006 )     (16,950 )

Loss on disposal of assets, net

    22       180       522       192  

Interest, dividend and other investment income

    (2 )     (22 )     (51 )     (65 )

Total other expenses

    8,943       (8,710 )     24,331       10,370  
                                 

Income before equity investment in real estate partnership and income tax

    3,202       20,404       23,055       35,983  
                                 

Equity (deficit) in earnings of real estate partnership

    (1,528 )     (65 )     (3,155 )     239  

Provision for income tax

    (111 )     (109 )     (450 )     (422 )

Net Income

    1,563       20,230       19,450       35,800  
                                 

Less: Net income attributable to noncontrolling interests

    22       291       270       530  
                                 

Net income attributable to Whitestone REIT

  $ 1,541     $ 19,939     $ 19,180     $ 35,270  

 

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Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Basic Earnings Per Share:

                               

Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares

  $ 0.03     $ 0.40     $ 0.39     $ 0.72  

Diluted Earnings Per Share:

                               

Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares

  $ 0.03     $ 0.40     $ 0.38     $ 0.71  
                                 

Weighted average number of common shares outstanding:

                               

Basic

    49,586       49,384       49,501       49,256  

Diluted

    51,064       50,126       50,813       49,950  
                                 

Consolidated Statements of Comprehensive Income (Loss)

                               
                                 

Net income

  $ 1,563     $ 20,230     $ 19,450     $ 35,800  
                                 

Other comprehensive income (loss)

                               
                                 

Unrealized gain (loss) on cash flow hedging activities

    (10,054 )     (1,698 )     (3,452 )     12,925  
                                 

Comprehensive income

    (8,491 )     18,532       15,998       48,725  
                                 

Less: Net income attributable to noncontrolling interests

    22       291       270       530  

Less: Comprehensive income (loss) attributable to noncontrolling interests

    (139 )     (24 )     (48 )     191  
                                 

Comprehensive income attributable to Whitestone REIT

  $ (8,374 )   $ 18,265     $ 15,776     $ 48,004  

 

9

 

 

Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

(1) Rental

                               

Rental revenues

  $ 26,714     $ 26,090     $ 105,494     $ 101,113  

Recoveries

    10,538       9,151       41,109       38,243  

Bad debt

    (5 )     (541 )     (951 )     (1,156 )

Total rental

  $ 37,247     $ 34,700     $ 145,652     $ 138,200  

 

10

 

 

Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

   

Year Ended December 31,

 
   

2023

   

2022

 

Cash flows from operating activities:

               

Net income

  $ 19,450     $ 35,800  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    32,966       31,707  

Amortization of deferred loan costs

    1,089       1,100  

Gain on sale of properties

    (9,006 )     (16,950 )

Loss on disposal of assets

    522       192  

Bad debt

    951       1,156  

Share-based compensation

    3,727       1,511  

(Equity) deficit in earnings of real estate partnership

    3,155       (239 )

Amortization of right-of-use assets - finance leases

    94        

Changes in operating assets and liabilities:

               

Escrows and deposits

    2,312       (1,504 )

Accrued rents and accounts receivable

    (5,973 )     (4,331 )

Receivable due from related party

    (136 )     (530 )

Unamortized lease commissions, legal fees and loan costs

    (4,592 )     (3,386 )

Prepaid expenses and other assets

    2,484       1,749  

Accounts payable and accrued expenses

    355       (2,766 )

Payable due to related party

    16       564  

Tenants' security deposits

    186       358  

Net cash provided by operating activities

    47,600       44,431  

Cash flows from investing activities:

               

Acquisitions of real estate

    (25,474 )     (16,992 )

Acquisition of ground lease

          (9,786 )

Additions to real estate

    (17,055 )     (13,659 )

Proceeds from sales of properties

    19,847       33,723  

Escrowed loan repayment on behalf of real estate partnership

    (13,633 )      

Net cash used in investing activities

    (36,315 )     (6,714 )

Cash flows from financing activities:

               

Distributions paid to common shareholders

    (23,684 )     (22,958 )

Distributions paid to OP unit holders

    (332 )     (346 )

Payments of exchange offer costs

          (335 )

Net proceeds from (payments of) credit facility

    42,500       (16,000 )

Repayments of notes payable

    (30,945 )     (3,468 )

Payments of loan origination costs

          (3,632 )

Repurchase of common shares

    (525 )     (537 )

Payment of finance lease liability

    (14 )      

Net cash used in financing activities

    (13,000 )     (47,276 )

Net decrease in cash, cash equivalents and restricted cash

    (1,715 )     (9,559 )

Cash, cash equivalents and restricted cash at beginning of period

    6,355       15,914  

Cash, cash equivalents and restricted cash at end of period (1)

  $ 4,640     $ 6,355  

 

(1)

For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below.

 

11

 

 

Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Supplemental Disclosures

(in thousands)

 

   

Year Ended December 31,

 
   

2023

   

2022

 

Supplemental disclosure of cash flow information:

               

Cash paid for interest

  $ 31,136     $ 26,493  

Cash paid for taxes

  $ 435     $ 366  

Non cash investing and financing activities:

               

Disposal of fully depreciated real estate

  $ 976     $ 454  

Financed insurance premiums

  $ 3,002     $ 1,846  

Value of shares issued under dividend reinvestment plan

  $ 75     $ 67  

Value of common shares exchanged for OP units

  $ 17     $ 618  

Change in fair value of cash flow hedge

  $ (3,452 )   $ 12,925  

Recognition of finance lease liabilities

  $     $ 735  

 

   

December 31,

 
   

2023

   

2022

 

Cash, cash equivalents and restricted cash

               

Cash and cash equivalents

  $ 4,572     $ 6,166  

Restricted cash

    68       189  

Total cash, cash equivalents and restricted cash

  $ 4,640     $ 6,355  

 

12

 

 

Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except per share and per unit data)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

FFO (NAREIT) AND CORE FFO

                               

Net income attributable to Whitestone REIT

  $ 1,541     $ 19,939     $ 19,180     $ 35,270  

Adjustments to reconcile to FFO:(1)

                               

Depreciation and amortization of real estate assets

    8,394       8,004       32,811       31,538  

Depreciation and amortization of real estate assets of real estate partnership (pro rata) (2)

    404       404       1,613       1,613  

Loss on disposal of assets, net

    22       180       522       192  

(Gain) loss on sale of properties, net

    620       (16,950 )     (9,006 )     (16,950 )

Net income attributable to noncontrolling interests

    22       291       270       530  

FFO (NAREIT)

  $ 11,003     $ 11,868     $ 45,390     $ 52,193  

Adjustments to reconcile to Core FFO:

                               

Early debt extinguishment costs

                      147  

Default interest on debt of real estate partnership (1)(2)

    1,375             1,375        

Core FFO

  $ 12,378     $ 11,868     $ 46,765     $ 52,340  
                                 

FFO PER SHARE AND OP UNIT CALCULATION

                               

Numerator:

                               

FFO

  $ 11,003     $ 11,868     $ 45,390     $ 52,193  

Core FFO

  $ 12,378     $ 11,868     $ 46,765     $ 52,340  

Denominator:

                               

Weighted average number of total common shares - basic

    49,586       49,384       49,501       49,256  

Weighted average number of total noncontrolling OP units - basic

    693       695       694       738  

Weighted average number of total common shares and noncontrolling OP units - basic

    50,279       50,079       50,195       49,994  
                                 

Effect of dilutive securities:

                               

Unvested restricted shares

    1,478       742       1,312       694  

Weighted average number of total common shares and noncontrolling OP units - diluted

    51,757       50,821       51,507       50,688  
                                 

FFO per common share and OP unit - basic

  $ 0.22     $ 0.24     $ 0.90     $ 1.04  

FFO per common share and OP unit - diluted

  $ 0.21     $ 0.23     $ 0.88     $ 1.03  
                                 

Core FFO per common share and OP unit - basic

  $ 0.25     $ 0.24     $ 0.93     $ 1.05  

Core FFO per common share and OP unit - diluted

  $ 0.24     $ 0.23     $ 0.91     $ 1.03  

 

(1)

Includes pro-rata share attributable to real estate partnership.

 

(2)

We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated depreciation and amortization of real estate assets based on the information available to us at the time of this Report.

 

13

 

 

Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(continued)

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

PROPERTY NET OPERATING INCOME

                               

Net income attributable to Whitestone REIT

  $ 1,541     $ 19,939     $ 19,180     $ 35,270  

General and administrative expenses

    5,002       5,003       20,653       18,066  

Depreciation and amortization

    8,428       8,046       32,966       31,707  

(Equity) deficit in earnings of real estate partnership (1)

    1,528       65       3,155       (239 )

Interest expense

    8,303       8,082       32,866       27,193  

Interest, dividend and other investment income

    (2 )     (22 )     (51 )     (65 )

Provision for income taxes

    111       109       450       422  

(Gain) loss on sale of properties, net

    620       (16,950 )     (9,006 )     (16,950 )

Management fee, net of related expenses

                16       112  

Loss on disposal of assets, net

    22       180       522       192  

NOI of real estate partnership (pro rata)(1)

    670       594       2,553       3,023  

Net income attributable to noncontrolling interests

    22       291       270       530  

NOI

  $ 26,245     $ 25,337     $ 103,574     $ 99,261  

Non-Same Store NOI (2)

    (1,214 )     (651 )     (4,370 )     (3,322 )

NOI of real estate partnership (pro rata) (1)

    (670 )     (594 )     (2,553 )     (3,023 )

NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata)

    24,361       24,092       96,651       92,916  

Same Store straight-line rent adjustments

    (97 )     (424 )     (2,284 )     (1,466 )

Same Store amortization of above/below market rents

    (214 )     (256 )     (862 )     (933 )

Same Store lease termination fees

    (98 )     (21 )     (698 )     (135 )

Same Store NOI (3)

  $ 23,952     $ 23,391     $ 92,807     $ 90,382  

 

(1)

We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated (equity) deficit in earnings and pro rata share of NOI of real estate partnership based on the information available to us at the time of this Report.

 

(2)

We define “Non-Same Store” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. For purposes of comparing the three months ended December 31, 2023 to the three months ended December 31, 2022, Non-Same Store includes properties acquired between October 1, 2022 and December 31, 2023 and properties sold between October 1, 2022 and December 31,2023, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2023 to the twelve months ended December 31, 2022, Non-Same Store includes properties acquired between January 1, 2022 and December 31, 2023, and properties sold between January 1, 2022 and December 31, 2023, but not included in discontinued operations. 

 

(3)

We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended December 31, 2023 to the three months ended December 31, 2022, Same Store includes properties owned before October 1, 2022 and not sold before December 31, 2023. For purposes of comparing the twelve months ended December 31, 2023 to the twelve months ended December 31, 2022, Same Store includes properties owned before January 1, 2022 and not sold before December 31, 2023. Straight line rent adjustments, above/below market rents, and lease termination fees are excluded.

 

14

 

 

Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(continued)

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre)

                 
                                 

Net income attributable to Whitestone REIT

  $ 1,541     $ 19,939     $ 19,180     $ 35,270  

Depreciation and amortization

    8,428       8,046       32,966       31,707  

Interest expense

    8,303       8,082       32,866       27,193  

Provision for income taxes

    111       109       450       422  

Net income attributable to noncontrolling interests

    22       291       270       530  

(Equity) deficit in earnings of real estate partnership (1)

    1,528       65       3,155       (239 )

EBITDAre adjustments for real estate partnership (1)

    448       533       617       2,626  

(Gain) loss on sale of properties, net

    620       (16,950 )     (9,006 )     (16,950 )

Loss on disposal of assets, net

    22       180       522       192  

EBITDAre

  $ 21,023     $ 20,295     $ 81,020     $ 80,751  

 

(1)

We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated (equity) deficit in earnings and EBITDAre adjustments for real estate partnership based on the information available to us at the time of this Report.

 

Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

Initial Full Year Guidance for 2024

(in thousands, except per share and per unit data)

 

   

Projected Range Full Year 2024

 
   

Low

   

High

 

FFO (NAREIT) and Core FFO per diluted share and OP unit

               
                 

Net income attributable to Whitestone REIT

  $ 16,600     $ 19,600  

Adjustments to reconcile to FFO (NAREIT)

               

Depreciation and amortization of real estate assets

    34,252       34,252  

Depreciation and amortization of real estate assets of real estate partnership (pro rata)

    133       133  

FFO (NAREIT)

  $ 50,985     $ 53,985  

Adjustments to reconcile to Core FFO

               
Adjustments            

Core FFO 

  $ 50,985     $ 53,985  
                 

Dilutive shares

    51,262       51,262  

OP Units

    695       695  

Dilutive share and OP Units

    51,957       51,957  
                 

Net income attributable to Whitestone REIT per diluted share

  $ 0.32     $ 0.38  

FFO (NAREIT) per diluted share and OP Unit

  $ 0.98     $ 1.04  
                 

Net income attributable to Whitestone REIT per diluted share

  $ 0.32     $ 0.38  

Core FFO per diluted share and OP Unit

  $ 0.98     $ 1.04  

 

 

 

 

Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

Initial Full Year Guidance for 2024

(in thousands)

 

 

   

Projected Range Fourth Quarter 2024

 
   

Low

   

High

 

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre)

 
                 

Net income attributable to Whitestone REIT

  $ 6,161     $ 5,311  

Depreciation and amortization

    8,746       8,746  

Interest expense

    8,013       8,013  

Provision for income taxes

    134       134  

Net income attributable to noncontrolling interests

    89       89  

EBITDAre

  $ 23,143     $ 22,293  

Annualized EBITDAre

  $ 92,572     $ 89,172  
                 

Outstanding debt, net of insurance financing

    616,290       624,290  

Less: Cash

    (3,000 )     (3,000 )

Add: Proportional share on net debt of unconsolidated real estate partnership

           

Total net debt

  $ 613,290     $ 621,290  
                 

Ratio of Net Debt to EBITDAre

    6.6       7.0  

 

 

 

 

 

 

15