EX-99.1 2 ex_459971.htm EXHIBIT 99.1 ex_459971.htm

Exhibit 99.1

 

WHITESTONE REIT

REPORTS fourth QUARTER AND FULL YEAR 2022 RESULTS

 

Houston, Texas, February 28, 2023 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the fourth quarter and full year of 2022. Whitestone creates neighborhood center communities in its high-quality open-air shopping centers that it acquires, owns, manages, develops, and redevelops primarily in the largest, fastest-growing, high-household-income markets in the Sunbelt.

 

“2022 was an outstanding year of achievement for Whitestone.  We grew occupancy by 240 basis points to a record 93.7%.  Same store NOI was up 7.9%.  We grew FFO/share by nearly 20% and reduced our debt/EBITDAre by 1.3x, down to 7.8x. We amended and extended our credit facility and subsequently received an investment grade credit rating.  Our tenants and our centers continue to thrive and we are eager to build on this momentum in 2023. We remain focused on maximizing shareholder value through disciplined organic growth, prudent capital allocation, balance sheet strengthening and judicious expense management.”

 

–    Dave Holeman, Chief Executive Officer

 

Fourth Quarter 2022 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, NOI and EBITDAre are included herein.

 

 

Revenues of $34.9 million versus $33.3 million for the fourth quarter of 2021.

 

Net Income attributable to common shareholders of $19.9 million, or $0.40 per diluted share, versus $2.6 million, or $0.05 per diluted share for the fourth quarter of 2021.
 

Funds from Operations (“FFO”) per diluted share of $0.23 versus $0.21 for the fourth quarter of 2021.

 

EBITDAre of $20.3 million versus $17.0 million for the fourth quarter of 2021.

 

Same-Store Net Operating Income (“NOI”) grew 7.1% to $23.4 million versus $21.8 million for the fourth quarter of 2021.

 

Net Effective Annual Base Rental Revenue per leased square foot was up 4.3% to $21.99, compared to the prior year quarter.

 

Full Year 2022 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 $139.4 million versus $125.4 million for 2021.

 

Net income attributable to common shareholders of $35.3 million, or $0.71 per diluted share, versus $12.0 million, or $0.26 per diluted share for 2021.

 

Funds from Operations (“FFO”) per diluted share of $1.03 versus $0.86 for 2021.

 

EBITDAre of $80.8 million versus $66.6 million for 2021.

 

Same-Store Net Operating Income (“NOI”) grew 7.9% to $86.7 million versus $80.4 million for 2021.

 

 

Operating Results

For the three-month periods ending December 31, 2022 and 2021 the Company’s operating highlights were as follows:

 

   

Fourth Quarter 2022

 

Fourth Quarter 2021

Occupancy:

       

Wholly Owned Properties – All

 

93.7%

 

91.3%

>10,000 Sq Ft Occupancy

 

98.0%

 

95.5%

≤ 10,000 Sq Ft Occupancy

 

91.2%

 

88.9%

Same Store Property Net Operating Income Change (1)

 

7.1%

 

12.8%

Rental Rate Growth - Total (GAAP Basis):

 

23.5%

 

14.9%

New Leases

 

24.3%

 

11.2%

Renewal Leases

 

23.2%

 

15.7%

Leasing Transactions:

       

Number of New Leases

 

22

 

46

New Leases - Lease Term Revenue (millions)

 

$27.5

 

$17.5

Number of Renewal Leases

 

38

 

65

Renewal Leases - Lease Term Revenue (millions)

 

$9.7

 

$20.7

 

 

1

 

Balance Sheet and Debt Metrics

 

 

As of December 31, 2022, Whitestone had total debt of $626.0 million, along with capacity and availability of $146.4 million each under its $250 million revolving credit facility.

 

As of December 31, 2022, the Company has undepreciated real estate assets of $1.2 billion.

 

Dividend

 

On December 15, 2022, the Company declared a quarterly cash distribution of $0.12 per common share and OP unit for the first quarter of 2023, to be paid in three equal installments of $0.04 in January, February and March of 2023. The fourth quarter dividend represents an 11.6% increase from the fourth quarter of 2021.

 

2023 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 $0.29 to $0.33 per diluted share, and FFO will be within the range of $0.95 to $0.99 per diluted share and OP Unit.

 

   

Initial 2023 Guidance

   

2022 Actual

 
   

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

 

Net income attributable to Whitestone REIT

 

$14,400 - $16,500

      $35,270  

FFO (1)

 

$48,300 - $50,400

      $52,193  
                 

Net income attributable to Whitestone REIT per share

 

$0.29 - $0.33

      $0.71  

FFO per diluted share and OP Unit (1)

 

$0.95 - $0.99

      $1.03  
                 

Key Drivers:

               

Same store net operating income growth (2)

  2.5% – 4.5%       7.9%  

Bad debt as a percentage of revenue

  0.75% – 1.50%       0.83%  

General and administrative expense

 

$19,200 - $19,700

      $18,066(4)  

Interest expense

 

$31,700 - $33,200

      $27,193  

Ending occupancy

  93.5% - 94.5%       93.7%  

Net Debt to EBITDAre Ratio (3)

 

7.3X - 6.9X

     

7.7X

 

 

(1) For the reconciliation of forward-looking non-GAAP financial measure to the comparable GAAP financial measure, see the FFO per diluted share and OP unit reconciliation table.

 

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

 

(3) Fourth quarter annualized EBITDAre.

 

(4) Includes $2.2 million of reduced expenses from stock forfeitures related to the termination of former executives.

 

Portfolio Statistics

 

As of December 31, 2022, Whitestone wholly owned 57 Community-Centered Properties™ with 5.1 million square feet of gross leasable area (“GLA“). Five of the 57 Community-Centered Properties™ are land parcels held for future development. The portfolio is comprised of 31 properties in Texas, 25 in Arizona and 1 in Illinois. Whitestone’s Community-Centered Properties™ are located in the MSA's of Austin (5), Chicago (1), Dallas-Fort Worth (9), Houston (14), Phoenix (25), 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.

 

2

 

At the end of the fourth quarter, the Company’s diversified tenant base was comprised of 1,477 tenants, with the largest tenant accounting for only 2.2% of annualized base rental revenues. No single tenant exceeded 2.2% 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 Wednesday, March 1, 2023, at 8:00 A.M Eastern Time / 7:00 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 Wednesday, March 15, 2023. 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): 13734723

 

 

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.

 

3

 

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, pending acquisitions and the impact of such acquisitions on our financial condition and results of operations, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future 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 COVID-19 on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; inflation and increases in interest rates, operating costs or general and administrative expenses; 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; 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; 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 need to fund tenant improvements or other capital expenditures out of operating cash flow; 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.

 

Normalized Funds from Operations (“Normalized FFO”) is a non-GAAP measure. We define Normalized FFO as FFO excluding extinguishment of debt costs.

 

Management uses FFO and Normalized 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 Normalized FFO as the primary metric for comparing the relative performance of equity REITs. FFO and Normalized 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 Normalized FFO does 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 Normalized FFO presented by us is comparable to similarly titled measures of other REITs.

 

4

 

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 that 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, our 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

 

5

 

Whitestone REIT and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

   

December 31, 2022

   

December 31, 2021

 
                 

ASSETS

 

Real estate assets, at cost

               

Property

  $ 1,199,041     $ 1,196,919  

Accumulated depreciation

    (208,286 )     (190,333 )

Total real estate assets

    990,755       1,006,586  

Investment in real estate partnership

    34,826       34,588  

Cash and cash equivalents

    6,166       15,721  

Restricted cash

    189       193  

Escrows and acquisition deposits

    12,827       11,323  

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

    25,570       22,395  

Receivable due from related party

    1,377       847  

Unamortized lease commissions, legal fees and loan costs

    12,697       8,442  

Prepaid expenses and other assets(2)

    7,838       1,995  

Finance lease right-of-use assets

    10,522        

Total assets

  $ 1,102,767     $ 1,102,090  
                 

LIABILITIES AND EQUITY

 

Liabilities:

               

Notes payable

  $ 625,427     $ 642,842  

Accounts payable and accrued expenses(3)

    36,154       45,777  

Payable due to related party

    1,561       997  

Tenants' security deposits

    8,428       8,070  

Dividends and distributions payable

    6,008       5,366  

Finance lease liabilities

    735        

Total liabilities

    678,313       703,052  

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, 2022 and December 31, 2021

           

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 49,422,716 and 49,144,153 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively

    49       48  

Additional paid-in capital

    624,785       623,462  

Accumulated deficit

    (212,366 )     (223,973 )

Accumulated other comprehensive income (loss)

    5,980       (6,754 )

Total Whitestone REIT shareholders' equity

    418,448       392,783  

Noncontrolling interest in subsidiary

    6,006       6,255  

Total equity

    424,454       399,038  

Total liabilities and equity

  $ 1,102,767     $ 1,102,090  

 

6

 

Whitestone REIT and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

   

December 31, 2022

   

December 31, 2021

 

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

               

Tenant receivables

  $ 19,236     $ 18,410  

Accrued rents and other recoveries

    22,103       18,681  

Allowance for doubtful accounts

    (16,230 )     (14,896 )

Other receivables

    461       200  

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

  $ 25,570     $ 22,395  
                 

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

  $ 124     $ 222  

(3) Operating lease liabilities

  $ 129     $ 231  

 

7

 

Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2022

   

2021

   

2022

   

2021

 

Revenues

                               

Rental(1)

  $ 34,700     $ 32,961     $ 138,200     $ 123,877  

Management, transaction, and other fees

    218       297       1,221       1,488  

Total revenues

    34,918       33,258       139,421       125,365  
                                 

Operating expenses

                               

Depreciation and amortization

    8,046       7,492       31,707       28,950  

Operating and maintenance

    6,435       6,488       25,688       22,560  

Real estate taxes

    3,740       3,975       17,607       16,762  

General and administrative

    5,003       6,589       18,066       22,625  

Total operating expenses

    23,224       24,544       93,068       90,897  
                                 

Other expenses (income)

                               

Interest expense

    8,082       6,147       27,193       24,564  

Gain on sale of properties, net

    (16,950 )           (16,950 )     (266 )

Loss on disposal of assets, net

    180       1       192       90  

Interest, dividend and other investment income

    (22 )     (13 )     (65 )     (116 )

Total other expenses (income)

    (8,710 )     6,135       10,370       24,272  
                                 

Income before equity investment in real estate partnership and income tax

    20,404       2,579       35,983       10,196  
                                 

Equity in earnings of real estate partnership

    (65 )     180       239       609  

Provision for income tax

    (109 )     (111 )     (422 )     (385 )

Income from continuing operations

    20,230       2,648       35,800       10,420  
                                 

Gain on sale of property from discontinued operations

                      1,833  

Income from discontinued operations

                      1,833  
                                 

Net Income

    20,230       2,648       35,800       12,253  
                                 

Less: Net income attributable to noncontrolling interests

    291       40       530       205  
                                 

Net income attributable to Whitestone REIT

  $ 19,939     $ 2,608     $ 35,270     $ 12,048  

 

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Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share data)

 

 

Three Months Ended December 31,

Year Ended December 31,

 

2022

 

2021

2022

2021

Basic Earnings Per Share:

                 

Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares

$ 0.40   $ 0.05 $ 0.72 $ 0.23

Income from discontinued operations attributable to Whitestone REIT

          0.03

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

$ 0.40   $ 0.05 $ 0.72 $ 0.26

Diluted Earnings Per Share:

                 

Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares

$ 0.40   $ 0.05 $ 0.71 $ 0.22

Income from discontinued operations attributable to Whitestone REIT

          0.04

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

$ 0.40   $ 0.05 $ 0.71 $ 0.26
                   

Weighted average number of common shares outstanding:

                 

Basic

  49,384     49,102   49,256   45,486

Diluted

  50,126     49,981   49,950   46,336
                   

Consolidated Statements of Comprehensive Income

                 
                   

Net income

$ 20,230   $ 2,648 $ 35,800 $ 12,253
                   

Other comprehensive income

                 
                   

Unrealized gain on cash flow hedging activities

  (1,698 )   3,020   12,925   7,803
                   

Comprehensive income

  18,532     5,668   48,725   20,056
                   

Less: Net income attributable to noncontrolling interests

  291     40   530   205

Less: Comprehensive income attributable to noncontrolling interests

  (24 )   48   191   130
                   

Comprehensive income attributable to Whitestone REIT

$ 18,265   $ 5,580 $ 48,004 $ 19,721

 

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Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2022

   

2021

   

2022

   

2021

 

(1) Rental

                               

Rental revenues

  $ 26,090     $ 23,818     $ 101,113     $ 90,859  

Recoveries

    9,151       8,553       38,243       32,928  

Bad debt

    (541 )     590       (1,156 )     90  

Total rental

  $ 34,700     $ 32,961     $ 138,200     $ 123,877  

 

10

 

Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

   

Year Ended December 31,

 
   

2022

   

2021

 

Cash flows from operating activities:

               

Net income from continuing operations

  $ 35,800     $ 10,420  

Net income from discontinued operations

          1,833  

Net income

    35,800       12,253  

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

               

Depreciation and amortization

    31,707       28,950  

Amortization of deferred loan costs

    1,100       1,096  

Gain on sale of properties, net

    (16,950 )     (266 )

Loss on disposal of assets, net

    192       90  

Bad debt

    1,156       (90 )

Share-based compensation

    1,511       5,913  

Equity in earnings of real estate partnership

    (239 )     (609 )

Changes in operating assets and liabilities:

               

Escrows and acquisition deposits

    (1,504 )     (2,049 )

Accrued rents and accounts receivable

    (4,331 )     704  

Receivable due from related party

    (530 )     (512 )

Unamortized lease commissions, legal fees and loan costs

    (3,386 )     (3,259 )

Prepaid expenses and other assets

    1,749       1,963  

Accounts payable and accrued expenses

    (2,766 )     2,663  

Payable due to related party

    564       872  

Tenants' security deposits

    358       1,154  

Net cash provided by operating activities

    44,431       47,040  

Cash flows from investing activities:

               

Acquisitions of real estate

    (16,992 )     (81,588 )

Acquisition of ground lease

    (9,786 )      

Additions to real estate

    (13,659 )     (9,642 )

Proceeds from sales of properties

    33,723        

Net cash used in investing activities

    (6,714 )     (91,230 )

Net cash provided by investing activities of discontinued operations

          1,833  

Cash flows from financing activities:

               

Distributions paid to common shareholders

    (22,958 )     (19,320 )

Distributions paid to OP unit holders

    (346 )     (331 )

Proceeds from issuance of common shares, net of offering costs

          55,981  

Payments of exchange offer costs

    (335 )     (63 )

Net payments of credit facility

    (16,000 )      

Repayments of notes payable

    (3,468 )     (3,261 )

Payment of loan origination costs

    (3,632 )      

Repurchase of common shares

    (537 )     (691 )

Net cash provided by (used in) financing activities

    (47,276 )     32,315  

Net decrease in cash, cash equivalents and restricted cash

    (9,559 )     (10,042 )

Cash, cash equivalents and restricted cash at beginning of period

    15,914       25,956  

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

  $ 6,355     $ 15,914  

 

(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,

 
   

2022

   

2021

 

Supplemental disclosure of cash flow information:

               

Cash paid for interest

  $ 26,493     $ 23,685  

Cash paid for taxes

  $ 366     $ 364  

Non cash investing and financing activities:

               

Disposal of fully depreciated real estate

  $ 454     $ 297  

Financed insurance premiums

  $ 1,846     $ 1,712  

Value of shares issued under dividend reinvestment plan

  $ 67     $ 60  

Value of common shares exchanged for OP units

  $ 618     $ 18  

Change in fair value of cash flow hedge

  $ 12,925     $ 7,803  

Reallocation of ownership percentage between parent and subsidiary

  $     $ (27 )

Recognition of finance lease liabilities

  $ 735     $  

 

   

December 31, 2022

 
   

2022

   

2021

 

Cash, cash equivalents and restricted cash

               

Cash and cash equivalents

  $ 6,166     $ 15,721  

Restricted cash

    189       193  

Total cash, cash equivalents and restricted cash

  $ 6,355     $ 15,914  

 

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,

 
   

2022

   

2021

   

2022

   

2021

 

FFO (NAREIT) AND NORMALIZED FFO

                               

Net income attributable to Whitestone REIT

  $ 19,939     $ 2,608     $ 35,270     $ 12,048  

Adjustments to reconcile to FFO:(1)

                               

Depreciation and amortization of real estate assets

    8,004       7,453       31,538       28,806  

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

    404       420       1,613       1,674  

Loss on disposal of assets, net

    180       1       192       90  

Gain on sale of properties from continuing operations, net

    (16,950 )           (16,950 )     (266 )

Gain on sale of property from discontinued operations

                      (1,833 )

Gain on sale or disposal of properties or assets of real estate partnership (pro rata)

                      (19 )

Net income attributable to noncontrolling interests

    291       40       530       205  

FFO (NAREIT)

    11,868       10,522       52,193       40,705  

Adjustments to reconcile to Normalized FFO:

                               

Early debt extinguishment costs

                147        

Normalized FFO

  $ 11,868     $ 10,522     $ 52,340     $ 40,705  
                                 

FFO PER SHARE AND OP UNIT CALCULATION

                               

Numerator:

                               

FFO

  $ 11,868     $ 10,522     $ 52,193     $ 40,705  

Normalized FFO

  $ 11,868     $ 10,522     $ 52,340     $ 40,705  

Denominator:

                               

Weighted average number of total common shares - basic

    49,384       49,102       49,256       45,486  

Weighted average number of total noncontrolling OP units - basic

    695       771       738       772  

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

    50,079       49,873       49,994       46,258  
                                 

Effect of dilutive securities:

                               

Unvested restricted shares

    742       879       694       850  

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

    50,821       50,752       50,688       47,108  
                                 

FFO per common share and OP unit - basic

  $ 0.24     $ 0.21     $ 1.04     $ 0.88  

FFO per common share and OP unit - diluted

  $ 0.23     $ 0.21     $ 1.03     $ 0.86  
                                 

Normalized FFO per common share and OP unit - basic

  $ 0.24     $ 0.21     $ 1.05     $ 0.88  

Normalized FFO per common share and OP unit - diluted

  $ 0.23     $ 0.21     $ 1.03     $ 0.86  

 

(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, 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,

 
   

2022

   

2021

   

2022

   

2021

 

PROPERTY NET OPERATING INCOME

                               

Net income attributable to Whitestone REIT

  $ 19,939     $ 2,608     $ 35,270     $ 12,048  

General and administrative expenses

    5,003       6,589       18,066       22,625  

Depreciation and amortization

    8,046       7,492       31,707       28,950  

Equity in earnings of real estate partnership(1)

    65       (180 )     (239 )     (609 )

Interest expense

    8,082       6,147       27,193       24,564  

Interest, dividend and other investment income

    (22 )     (13 )     (65 )     (116 )

Provision for income taxes

    109       111       422       385  

Gain on sale of properties from continuing operations, net

    (16,950 )           (16,950 )     (266 )

Gain on sale of property from discontinued operations

                      (1,833 )

Management fee, net of related expenses

          85       112       331  

Loss on disposal of assets, net

    180       1       192       90  

NOI of real estate partnership (pro rata)

    594       987       3,023       3,833  

Net income attributable to noncontrolling interests

    291       40       530       205  

NOI

  $ 25,337     $ 23,867     $ 99,261     $ 90,207  

Non-Same Store NOI (2)

    (727 )     (623 )     (7,244 )     (3,513 )

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

    (594 )     (987 )     (3,023 )     (3,833 )

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

    24,016       22,257       88,994       82,861  

Same Store straight-line rent adjustments

    (378 )     (238 )     (1,181 )     (1,371 )

Same Store amortization of above/below market rents

    (264 )     (198 )     (949 )     (832 )

Same Store lease termination fees

    (21 )     (14 )     (135 )     (280 )

Same Store NOI (3)

  $ 23,353     $ 21,807     $ 86,729     $ 80,378  

 

(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, 2022 have not been made available to us, we have estimated equity 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, 2022 to the three months ended December 31, 2021, Non-Same Store includes properties acquired between October 1, 2021 and December 31, 2022 and properties sold between October 1, 2021 and December 31, 2022, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2022 to the twelve months ended December 31, 2021, Non-Same Store includes properties acquired between January 1, 2021 and December 31, 2022 and properties sold between January 1, 2021 and December 31, 2022, 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, 2022 to the three months ended December 31, 2021, Same Store includes properties owned before October 1, 2021 and not sold before December 31, 2022.  For purposes of comparing the twelve months ended December 31, 2022 to the twelve months ended December 31, 2021, Same Store includes properties owned before January 1, 2021 and not sold before December 31, 2022.

 

14

 

 

Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(continued)

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2022

   

2021

   

2022

   

2021

 

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

                 
                                 

Net income attributable to Whitestone REIT

  $ 19,939     $ 2,608     $ 35,270     $ 12,048  

Depreciation and amortization

    8,046       7,492       31,707       28,950  

Interest expense

    8,082       6,147       27,193       24,564  

Provision for income taxes

    109       111       422       385  

Net income attributable to noncontrolling interests

    291       40       530       205  

Equity in earnings of real estate partnership(1)

    65       (180 )     (239 )     (609 )

EBITDAre adjustments for real estate partnership(1)

    533       813       2,626       3,071  

Gain on sale of properties from continuing operations, net

    (16,950 )           (16,950 )     (266 )

Gain on sale of property from discontinued operations

                      (1,833 )

Loss on disposal of assets, net

    180       1       192       90  

EBITDAre

  $ 20,295     $ 17,032     $ 80,751     $ 66,605  

 

(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, 2022 have not been made available to us, we have estimated equity 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 2023 
(in thousands, except per share and per unit data)

 

   

Projected Range Full Year 2023

 
   

Low

   

High

 

FFO per diluted share and OP unit

               
                 

Net income attributable to Whitestone REIT

  $ 14,400     $ 16,500  

Depreciation and amortization of real estate assets

    32,228       32,228  

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

    1,672       1,672  

FFO

  $ 48,300     $ 50,400  
                 

Dilutive shares

    50,327       50,327  

OP Units

    738       738  

Dilutive share and OP Units

    51,065       51,065  
                 

Net income attributable to Whitestone REIT per diluted share

  $ 0.29     $ 0.33  

FFO per diluted share and OP Unit

  $ 0.95     $ 0.99  

 

 

15