Whitestone REIT Reports Fourth Quarter and Full Year 2023 Results

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Whitestone REIT

HOUSTON, March 06, 2024 (GLOBE NEWSWIRE) -- 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


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.

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.

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.

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

 

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

 


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

 


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

 


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

 


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

 


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.


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

 


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.


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.


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

 


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