8-K
Whitestone REIT (WSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 Or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2021
Whitestone REIT
(Exact name of registrant as specified in charter)
| Maryland | 001-34855 | 76-0594970 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 2600 South Gessner, | Suite 500, | 77063 | |
| --- | --- | --- | ||||
| Houston, | Texas | |||||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (713) 827-9595
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares of Beneficial Interest, par value $0.001 per share | WSR | New York Stock Exchange |
| Preferred Stock Purchase Rights | N/A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On October 26, 2021, Whitestone REIT (the “Company”) announced its financial results for three and nine months ended September 30, 2021. A copy of the Company’s October 26, 2021 press release is furnished as Exhibit 99.1 to this current report on Form 8-K. A copy of the Company’s Quarterly Operating and Financial Supplemental Package is furnished as Exhibit 99.2 to this current report on Form 8-K. The information contained in this current report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference into any registration statement filed or to be filed by the Company under the Securities Act of 1933, as amended.
Item 9.01 Exhibits
(d) Exhibits.
99.1 Press release of Whitestone REIT, dated October 26, 2021.
99.2 Quarterly Supplemental Operating and Financial Data Package for Whitestone REIT for the three and nine months ended September 30, 2021.
EXHIBIT INDEX
| 99.1 | Press release of Whitestone REIT, datedOctober 26, 2021. |
|---|---|
| 99.2 | Quarterly Supplemental Operating and Financial Data for Whitestone REIT for the three andninemonths endedSeptember30, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Whitestone REIT | ||
|---|---|---|
| (Registrant) | ||
| Date: | October 26, 2021 | By: /s/ David K. Holeman |
| Name: David K. Holeman<br><br>Title: Chief Financial Officer |
Document
WHITESTONE REIT
REPORTS THIRD QUARTER 2021 RESULTS
Houston, Texas, October 26, 2021 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the third quarter of 2021. 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.
“Our third quarter results mark another successive quarter of improving performance for Whitestone’s operations, which were driven by our expansion in occupancy and strong leasing and the progress that we are making on our long-term targets of reducing debt and scaling G&A. Our strategic choice to be in business-friendly, high-growth markets continues to yield positive performance, evidenced by growth in NOI, ABR and leasing spreads. With the reactivation of our growth plan through our recent acquisition in Texas, we are actively vetting our pipeline of potential future acquisitions to strategically expand our portfolio with high-quality properties that meet our robust criteria. Bottom line, we are pleased to demonstrate continued improvement in our quarterly and long-term results, and we remain laser focused on continuing to strengthen these key performance pillars to continue building long-term value for all of our stakeholders.”
–Jim Mastandrea, Chairman and Chief Executive Officer
Financial Summary:
All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.
•Net Revenues of $32.4 million and $92.1 million in the three and nine months ended September 30, 2021, respectively.
•Net Income attributable to common shareholders of $0.06 and $0.21 per share in the three and nine months ended September 30, 2021, respectively.
•Funds from Operations ("FFO") Core of $0.25 and $0.75 per share in the three and nine months ended September 30, 2021, respectively.
•General and Administrative Expenses, as a percentage of revenue, of 16.4% for the nine months ended September 30, 2021. This compares to 16.9% for the year ended December 31, 2020. (1)
•Net debt to EBITDAre-Adjusted improved to 8.1X for the quarter ended September 30, 2021. This compares to 9.4X for the quarter ended September 30, 2020.
•Same-Store Net Operating Income ("NOI") of $20.7 million for the three months ended September 30, 2021, representing an increase of 7% from the three months ended September 30, 2020.
Third Quarter Operating and Financial Highlights:
All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.
•Revenues of $32.4 million versus $30.6 million in prior quarter and $29.9 million in same period 2020.
•Net Income attributable to common shareholders per share of $0.06 versus $0.12 in prior quarter and $0.02 in third quarter 2020.
•FFO Core per share of $0.25 compared to $0.26 in the prior quarter and $0.23 in third quarter 3Q 2020.
•Same-store NOI increased 7% from third quarter 2020.
•Comparable GAAP-based leasing spreads of 13.1% for the quarter.
•Debt to undepreciated real estate assets improved to 51% vs 55% from a year ago.
•Annualized Base Rent per leased square foot grew to $20.41 from $19.95 from the prior quarter.
Financial Results
Reconciliations of Net Income Attributable to Whitestone REIT to FFO, FFO Core and NOI are included herein.
Net income attributable to common shareholders for the quarter ended September 30, 2021 was $2.9 million, or $0.06 per diluted share. Net income attributable to common shareholders for the quarter ended September 30, 2020 was $0.9 million, or $0.02 per diluted share.
FFO for the quarter ended September 30, 2021 was $10.7 million, or $0.22 per diluted share, as compared to $8.5 million, or $0.19 per diluted share for the quarter ended September 30, 2020. FFO Core for the quarter ended September 30, 2021 was $12.3 million, or $0.25 per diluted share, compared to $10.1 million, or $0.23 per diluted share for the quarter ended September 30, 2020.
Operating Results
For the periods ending September 30, 2021, 2020 and 2019 the Company’s operating highlights were as follows:
| Third Quarter 2021 | Third Quarter 2020 | Third Quarter 2019 | |
|---|---|---|---|
| Occupancy: | |||
| Wholly Owned Properties – Same Store | 90.2% | 88.9% | |
| Wholly Owned Properties – Same Store | 90.4% | 89.1% | 90.4% |
| Wholly Owned Properties – All | 89.9% | 88.9% | 90.4% |
| Same Store Property Net Operating Income Change (2) | 6.8% | (4.5)% | 2.7% |
| Rental Rate Growth - Total (GAAP Basis): | 13.1% | 11.0% | 14.4% |
| New Leases | 5.4% | 2.9% | 6.6% |
| Renewal Leases | 14.1% | 13.9% | 16.4% |
| Leasing Transactions: | |||
| Number of New Leases | 38 | 32 | 26 |
| New Leases - Lease Term Revenue (millions) | $12.7 | $9.9 | $9.3 |
| Number of Renewal Leases | 65 | 46 | 42 |
| Renewal Leases - Lease Term Revenue (millions) | $20.3 | $9.7 | $9.4 |
Real Estate Portfolio Update
Community Centered PropertiesTM Portfolio Statistics:
As of September 30, 2021, Whitestone wholly owned 59 Community-Centered PropertiesTM with 5.1 million square feet of gross leasable area ("GLA"). Five of the 59 Community-Centered PropertiesTM are land parcels held for future development. The portfolio is comprised of 31 properties in Texas, 27 in Arizona and 1 in Illinois. Whitestone’s Community-Centered PropertiesTM are located in the MSA's of Austin (4), Chicago (1), Dallas-Fort Worth (9), Houston (15), Phoenix (27), and San Antonio (3). In addition to being business friendly, these are six of the top markets in the country in terms of size, economic strength and population growth. 2017 estimates show the projected 5-year population growth rates for Austin and Dallas-Fort Worth to be 9.7%, San Antonio to be 8.6%, Houston to be 8.0%, and Phoenix to be 6.6%(3). The Company’s properties in these markets are generally located on the best retail corners embedded in high-household-income communities. The Company also owns an 81.4% equity interest in and manages eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.
At the end of the third quarter, the Company’s diversified tenant base was comprised of 1,509 tenants, with the largest tenant accounting for only 2.7% of annualized base rental 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.
Balance Sheet and Liquidity
At September 30, 2021, Whitestone had $10.9 million in cash and cash equivalents, $81.8 million of availability and $155.5 million of capacity under its credit facility.
The Company has undepreciated real estate assets of $1.2 billion at September 30, 2021.
At September 30, 2021, 52 of the Company’s wholly owned 59 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $883.3 million. At September 30, 2021, the Company had total real estate debt, net of cash, of $608.2 million, of which approximately 86% was subject to fixed interest rates. The Company’s weighted average interest rate on all fixed rate debt as of the end of the third quarter was 4.1% and the weighted average remaining term was 3.6 years.
Dividend
On September 13, 2021, the Company declared a quarterly cash distribution of $0.1075 per common share and OP unit for the fourth quarter of 2021, to be paid in three equal installments of $0.035833 in October, November and December of 2021.
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, October 27, 2021 at 10:00 A.M. Central Time. The call will be led by Jim Mastandrea, Chairman and Chief Executive Officer, and Dave Holeman, Chief Financial 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: 1-877-705-6003
Dial-in number for international participants: 1-201-493-6725
The conference call will be recorded, and a telephone replay will be available through Wednesday, November 10, 2021. 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): 13721235
Supplemental Financial Information
The third 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. For those without internet access, the earnings release and supplemental data package will be available by mail upon request. To receive a copy, please call the Company’s Investor Relations line at (713) 435-2219.
About Whitestone REIT
Whitestone is a community-centered shopping center REIT that acquires, owns, manages, develops, and redevelops high-quality open-air neighborhood centers primarily in the largest, fastest-growing, high-household income markets in the Sunbelt. Whitestone creates communities that thrive through creating local connections between consumers in the surrounding communities and a well-crafted mix of national, regional and local tenants that provide daily necessities, needed services, entertainment and experiences. Whitestone is a monthly dividend-paying stock and has consistently paid dividends for more than 15 years. Whitestone’s strong, balanced and managed capital structure provides stability and flexibility for growth, and positions Whitestone to perform well through economic cycles. For additional information, please visit www.whitestonereit.com.
Footnotes:
(1) Inclusive of pro rata share of revenue of unconsolidated investment in real estate partnership.
(2) Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods
(3) Source: Claritas, as of April 2017.
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: uncertainties related to the COVID-19 pandemic, including the unknown duration and economic, operational and financial impacts of the COVID-19 pandemic and the actions taken or contemplated by U.S. and local governmental authorities or others in response to the pandemic on our business, employees and tenants, including, among others, (a) changes in tenant demand for our properties, (b) financial challenges confronting major tenants, including as a result of decreased customers’ willingness to frequent, and mandated stay in place orders that have prevented customers from frequenting, some of our tenants’ businesses and the impact of these issues on our ability to collect rent from our tenants; (c) operational changes implemented by us, including remote working arrangements, which may put increased strain on our IT systems and create increased vulnerability to cybersecurity incidents, (d) significant reduction in our liquidity due to a reduced borrowing base under our 2019 Facility and limited ability to access the capital markets and other sources of financing on attractive terms or at all, and (e) prolonged measures to contain the spread of COVID-19 or the premature easing of government-imposed restrictions implemented to contain the spread of COVID-19; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including as a result of a surge in COVID-19 cases in such areas and the impact on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; 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, including, but not limited to, the significant volatility and disruption in the global financial markets caused by the COVID-19 pandemic; legislative or regulatory changes, including changes to laws governing REITs and the impact of the legislation commonly known as the Tax Cuts and Jobs Act; 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; the need to fund tenant improvements or other capital expenditures out of operating cash flow; 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, EBITDAre-Adjusted, FFO, FFO Core, and NOI. 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 alternatives 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.
EBITDAre-Adjusted: The Company also presents EBITDAre-Adjusted as an additional supplemental measure as we believe it is reflective of the core operating performance of our portfolio of properties. EBITDAre-Adjusted is defined as NAREIT EBITDAre excluding charges and gains related to non-cash and non-operating transactions and other events that could affect the comparability of operating results. Specific examples of items excluded from EBITDAre-Adjusted include, but are not limited to, share-based compensation and management fees, net of related costs. There can be no assurance that EBITDAre-Adjusted as presented by the Company is comparable to similarly titled measures of other REITs. EBITDAre-Adjusted should not be considered 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-Adjusted 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. Management uses 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 as the primary metric for comparing the relative performance of equity REITs. 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 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 presented by us is comparable to similarly titled measures of other REITs.
FFO Core: Funds From Operations Core: Management believes that the computation of FFO in accordance with NAREIT’s definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, proxy
contest fees, debt extension costs, non-cash share-based compensation expense, rent support agreement payments received from sellers on acquired assets, management fees and acquisition costs. Therefore, in addition to FFO, management uses FFO Core, which we define to exclude such items. Management believes that these adjustments are appropriate in determining FFO Core as they are not indicative of the operating performance of our assets. In addition, we believe that FFO Core is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that FFO Core presented by us is comparable to the adjusted or modified FFO 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, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, and our pro rata share of NOI of equity method investments, 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 general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties.
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.
Investor and Media Relations:
Rebecca Elliott
Vice President, Corporate Communications
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com
| Whitestone REIT and Subsidiaries | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||||||||
| (in thousands, except share and per share data) | ||||||||||
| September 30, 2021 | December 31, 2020 | |||||||||
| ASSETS | ||||||||||
| Real estate assets, at cost | ||||||||||
| Property | $ | 1,165,274 | $ | 1,106,426 | ||||||
| Accumulated depreciation | (183,383) | (163,712) | ||||||||
| Total real estate assets | 981,891 | 942,714 | ||||||||
| Investment in real estate partnership | 34,408 | 33,979 | ||||||||
| Cash and cash equivalents | 10,858 | 25,777 | ||||||||
| Restricted cash | 106 | 179 | ||||||||
| Escrows and acquisition deposits | 10,437 | 9,274 | ||||||||
| Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) | 21,991 | 23,009 | ||||||||
| Receivable due from related party | 651 | 335 | ||||||||
| Unamortized lease commissions, legal fees and loan costs | 8,356 | 7,686 | ||||||||
| Prepaid expenses and other assets(2) | 2,371 | 2,049 | ||||||||
| Total assets | $ | 1,071,069 | $ | 1,045,002 | ||||||
| LIABILITIES AND EQUITY | ||||||||||
| Liabilities: | ||||||||||
| Notes payable | $ | 618,649 | $ | 644,185 | ||||||
| Accounts payable and accrued expenses(3) | 44,563 | 50,918 | ||||||||
| Payable due to related party | 530 | 125 | ||||||||
| Tenants' security deposits | 7,718 | 6,916 | ||||||||
| Dividends and distributions payable | 5,333 | 4,532 | ||||||||
| Total liabilities | 676,793 | 706,676 | ||||||||
| Commitments and contingencies: | — | — | ||||||||
| Equity: | ||||||||||
| Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020 | — | — | ||||||||
| Common shares, $0.001 par value per share; 400,000,000 shares authorized; 48,839,594 and 42,391,316 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 48 | 42 | ||||||||
| Additional paid-in capital | 618,963 | 562,250 | ||||||||
| Accumulated deficit | (221,277) | (215,809) | ||||||||
| Accumulated other comprehensive loss | (9,726) | (14,400) | ||||||||
| Total Whitestone REIT shareholders' equity | 388,008 | 332,083 | ||||||||
| Noncontrolling interest in subsidiary | 6,268 | 6,243 | ||||||||
| Total equity | 394,276 | 338,326 | ||||||||
| Total liabilities and equity | $ | 1,071,069 | $ | 1,045,002 | ||||||
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||
| (in thousands) | ||||||||||
| September 30, 2021 | December 31, 2020 | |||||||||
| (1) Accrued rents and accounts receivable, net of allowance for doubtful accounts | ||||||||||
| Tenant receivables | $ | 19,898 | $ | 22,956 | ||||||
| Accrued rents and other recoveries | 17,833 | 16,348 | ||||||||
| Allowance for doubtful accounts | (15,919) | (16,426) | ||||||||
| Other receivables | 179 | 131 | ||||||||
| Total accrued rents and accounts receivable, net of allowance for doubtful accounts | $ | 21,991 | $ | 23,009 | ||||||
| (2) Operating lease right of use assets (net) | $ | 316 | $ | 592 | ||||||
| (3) Operating lease liabilities | $ | 323 | $ | 603 | ||||||
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||
| (in thousands) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| Revenues | ||||||||||
| Rental(1) | $ | 32,069 | $ | 30,152 | $ | 28,868 | 6 | % | 11 | % |
| Management, transaction, and other fees | 375 | 466 | 1,032 | (20) | % | (64) | % | |||
| Total revenues | 32,444 | 30,618 | 29,900 | 6 | % | 9 | % | |||
| Operating expenses | ||||||||||
| Depreciation and amortization | 7,340 | 7,105 | 7,171 | 3 | % | 2 | % | |||
| Operating and maintenance | 5,789 | 5,444 | 5,029 | 6 | % | 15 | % | |||
| Real estate taxes | 4,589 | 4,160 | 4,670 | 10 | % | (2) | % | |||
| General and administrative | 5,672 | 4,730 | 5,860 | 20 | % | (3) | % | |||
| Total operating expenses | 23,390 | 21,439 | 22,730 | 9 | % | 3 | % | |||
| Other expenses (income) | ||||||||||
| Interest expense | 6,142 | 6,143 | 6,400 | — | % | (4) | % | |||
| (Gain) loss on sale or disposal of assets, net | 48 | (224) | 18 | N.M. (2) | N.M. | |||||
| Interest, dividend and other investment income | (31) | (23) | (71) | 35 | % | (56) | % | |||
| Total other expenses | 6,159 | 5,896 | 6,347 | 4 | % | (3) | % | |||
| Income before equity investment in real estate partnership and income tax | 2,895 | 3,283 | 823 | (12) | % | 252 | % | |||
| Equity in earnings of real estate partnership | 151 | 189 | 196 | (20) | % | (23) | % | |||
| Provision for income tax | (100) | (87) | (105) | 15 | % | (5) | % | |||
| Income from continuing operations | 2,946 | 3,385 | 914 | (13) | % | 222 | % | |||
| Gain on sale of property from discontinued operations | — | 1,833 | — | N.M. | N.M. | |||||
| Income from discontinued operations | — | 1,833 | — | N.M. | N.M. | |||||
| Net income | 2,946 | 5,218 | 914 | (44) | % | 222 | % | |||
| Less: Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 5,126 | $ | 900 | (43) | % | 222 | % |
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||
| (in thousands, except per share data) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| Basic Earnings Per Share: | ||||||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.08 | $ | 0.02 | (25) | % | 200 | % |
| Income from discontinued operations attributable to Whitestone REIT | — | 0.04 | — | N.M. | N.M. | |||||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.12 | $ | 0.02 | (50) | % | 200 | % |
| Diluted Earnings Per Share: | ||||||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.08 | $ | 0.02 | (25) | % | 200 | % |
| Income from discontinued operations attributable to Whitestone REIT | — | 0.04 | — | N.M. | N.M. | |||||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.12 | $ | 0.02 | (50) | % | 200 | % |
| Weighted average number of common shares outstanding: | ||||||||||
| Basic | 46,883 | 43,378 | 42,346 | 8 | % | 11 | % | |||
| Diluted | 47,825 | 44,125 | 43,440 | 8 | % | 10 | % | |||
| Consolidated Statements of Comprehensive Income (Loss) | ||||||||||
| Net income | $ | 2,946 | $ | 5,218 | $ | 914 | (44) | % | 222 | % |
| Other comprehensive income (loss) | ||||||||||
| Unrealized gain (loss) on cash flow hedging activities | 1,273 | 1,289 | 1,241 | (1) | % | 3 | % | |||
| Comprehensive income (loss) | 4,219 | 6,507 | 2,155 | (35) | % | 96 | % | |||
| Less: Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 20 | 21 | 43 | (5) | % | (53) | % | |||
| Comprehensive income (loss) attributable to Whitestone REIT | $ | 4,152 | $ | 6,394 | $ | 2,098 | (35) | % | 98 | % |
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||
| (in thousands) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| (1) Rental | ||||||||||
| Rental revenues | $ | 23,177 | $ | 22,238 | $ | 21,808 | 4 | % | 6 | % |
| Recoveries | 8,720 | 8,057 | 8,339 | 8 | % | 5 | % | |||
| Bad debt | 172 | (143) | (1,279) | 220 | % | 113 | % | |||
| Total rental | $ | 32,069 | $ | 30,152 | $ | 28,868 | 6 | % | 11 | % |
(2) Not Meaningful
| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||
| (in thousands) | ||||||
| Nine Months Ended September 30, | % Change From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| Revenues | ||||||
| Rental(1) | $ | 90,916 | $ | 86,116 | 6 | % |
| Management, transaction, and other fees | 1,191 | 1,965 | (39) | % | ||
| Total revenues | 92,107 | 88,081 | 5 | % | ||
| Operating expenses | ||||||
| Depreciation and amortization | 21,458 | 21,112 | 2 | % | ||
| Operating and maintenance | 16,072 | 15,021 | 7 | % | ||
| Real estate taxes | 12,787 | 13,591 | (6) | % | ||
| General and administrative | 16,036 | 15,604 | 3 | % | ||
| Total operating expenses | 66,353 | 65,328 | 2 | % | ||
| Other expenses (income) | ||||||
| Interest expense | 18,417 | 19,561 | (6) | % | ||
| (Gain) loss on sale or disposal of assets, net | (177) | 882 | N.M. | |||
| Interest, dividend and other investment income | (103) | (206) | (50) | % | ||
| Total other expenses | 18,137 | 20,237 | (10) | % | ||
| Income before equity investment in real estate partnership and income tax | 7,617 | 2,516 | 203 | % | ||
| Equity in earnings of real estate partnership | 429 | 752 | (43) | % | ||
| Provision for income tax | (274) | (288) | (5) | % | ||
| Income from continuing operations | 7,772 | 2,980 | 161 | % | ||
| Gain on sale of property from discontinued operations | 1,833 | — | N.M. | |||
| Income from discontinued operations | 1,833 | — | N.M. | |||
| Net income | 9,605 | 2,980 | 222 | % | ||
| Less: Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||
| Net income attributable to Whitestone REIT | $ | 9,440 | $ | 2,922 | 223 | % |
| Whitestone REIT and Subsidiaries | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||
| (in thousands, except per share data) | ||||||
| Nine Months Ended September 30, | % Change From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| Basic Earnings Per Share: | ||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.17 | $ | 0.07 | 143 | % |
| Income from discontinued operations attributable to Whitestone REIT | 0.04 | — | N.M. | |||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.21 | $ | 0.07 | 200 | % |
| Diluted Earnings Per Share: | ||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.17 | $ | 0.07 | 143 | % |
| Income from discontinued operations attributable to Whitestone REIT | 0.04 | — | N.M. | |||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.21 | $ | 0.07 | 200 | % |
| Weighted average number of common shares outstanding: | ||||||
| Basic | 44,268 | 42,202 | 5 | % | ||
| Diluted | 45,108 | 43,040 | 5 | % | ||
| Consolidated Statements of Comprehensive Income (Loss) | ||||||
| Net income | $ | 9,605 | $ | 2,980 | 222 | % |
| Other comprehensive income (loss) | ||||||
| Unrealized gain (loss) on cash flow hedging activities | 4,783 | (10,395) | N.M. | |||
| Comprehensive income (loss) | 14,388 | (7,415) | N.M. | |||
| Less: Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 82 | (203) | N.M. | |||
| Comprehensive income (loss) attributable to Whitestone REIT | $ | 14,141 | $ | (7,270) | N.M. | |
| Whitestone REIT and Subsidiaries | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||
| (in thousands) | ||||||
| Nine Months Ended September 30, | % Change From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| (1) Rental | ||||||
| Rental revenues | $ | 67,041 | $ | 65,591 | 2 | % |
| Recoveries | 24,375 | 24,976 | (2) | % | ||
| Bad debt | (500) | (4,451) | 89 | % | ||
| Total rental | $ | 90,916 | $ | 86,116 | 6 | % |
| Whitestone REIT and Subsidiaries<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>(in thousands) | ||||||
| --- | --- | --- | --- | --- | ||
| Nine Months Ended September 30, | ||||||
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net income from continuing operations | $ | 7,772 | $ | 2,980 | ||
| Net income from discontinued operations | 1,833 | — | ||||
| Net income | 9,605 | 2,980 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 21,458 | 21,112 | ||||
| Amortization of deferred loan costs | 822 | 839 | ||||
| (Gain) loss on sale or disposal of assets and loan forgiveness, net | (177) | 882 | ||||
| Bad debt | 500 | 4,451 | ||||
| Share-based compensation | 4,066 | 3,980 | ||||
| Equity in earnings of real estate partnership | (429) | (752) | ||||
| Changes in operating assets and liabilities: | ||||||
| Escrows and acquisition deposits | (1,163) | 522 | ||||
| Accrued rents and accounts receivable | 518 | (6,123) | ||||
| Receivable due from related party | (316) | (825) | ||||
| Unamortized lease commissions, legal fees and loan costs | (2,531) | (958) | ||||
| Prepaid expenses and other assets | 1,548 | 2,145 | ||||
| Accounts payable and accrued expenses | (1,572) | 131 | ||||
| Payable due to related party | 405 | 538 | ||||
| Tenants' security deposits | 802 | 298 | ||||
| Net cash provided by operating activities | 31,703 | 29,220 | ||||
| Cash flows from investing activities: | ||||||
| Acquisitions of real estate | (53,364) | — | ||||
| Additions to real estate | (6,058) | (5,808) | ||||
| Proceeds from note receivable | — | 922 | ||||
| Net cash used in investing activities | (59,422) | (4,886) | ||||
| Net cash provided by investing activities of discontinued operations | 1,833 | — | ||||
| Cash flows from financing activities: | ||||||
| Distributions paid to common shareholders | (14,063) | (20,771) | ||||
| Distributions paid to OP unit holders | (248) | (430) | ||||
| Proceeds from issuance of common shares, net of offering costs | 53,335 | 2,241 | ||||
| Payments of exchange offer costs | (49) | (43) | ||||
| Proceeds from notes payable | — | 1,734 | ||||
| Net proceeds from (payments of) credit facility | (25,000) | 30,000 | ||||
| Repayments of notes payable | (2,403) | (11,514) | ||||
| Repurchase of common shares | (678) | (2,076) | ||||
| Net cash provided by (used in) financing activities | 10,894 | (859) | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (14,992) | 23,475 | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 25,956 | 15,643 | ||||
| Cash, cash equivalents and restricted cash at end of period (1) | $ | 10,964 | $ | 39,118 |
(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) | ||||||||||
| Nine Months Ended September 30, | ||||||||||
| 2021 | 2020 | |||||||||
| Supplemental disclosure of cash flow information: | ||||||||||
| Cash paid for interest | $ | 17,732 | $ | 18,790 | ||||||
| Cash paid for taxes | $ | 364 | $ | 353 | ||||||
| Non cash investing and financing activities: | ||||||||||
| Disposal of fully depreciated real estate | $ | 284 | $ | 34 | ||||||
| Financed insurance premiums | $ | 1,712 | $ | 1,431 | ||||||
| Value of shares issued under dividend reinvestment plan | $ | 45 | $ | 74 | ||||||
| Value of common shares exchanged for OP units | $ | — | $ | 1,138 | ||||||
| Change in fair value of cash flow hedge | $ | 4,783 | $ | (10,395) | ||||||
| September 30, | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| 2021 | 2020 | |||||||||
| Cash, cash equivalents and restricted cash | ||||||||||
| Cash and cash equivalents | $ | 10,858 | $ | 38,990 | ||||||
| Restricted cash | 106 | 128 | ||||||||
| Total cash, cash equivalents and restricted cash | $ | 10,964 | $ | 39,118 | ||||||
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||||
| (in thousands, except per share and per unit data) | ||||||||||
| Three Months Ended | Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| FFO (NAREIT) AND FFO CORE | ||||||||||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 5,126 | $ | 900 | (43) | % | 222 | % |
| Adjustments to reconcile to FFO:(1) | ||||||||||
| Depreciation and amortization of real estate assets | 7,305 | 7,068 | 7,125 | 3 | % | 3 | % | |||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata) | 440 | 409 | 386 | 8 | % | 14 | % | |||
| (Gain) loss on sale or disposal of assets, net | 48 | (224) | 18 | 121 | % | 167 | % | |||
| Gain on sale of property from discontinued operations | — | (1,833) | — | N.M. | N.M. | |||||
| (Gain) loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) | 1 | (20) | 24 | N.M. | N.M. | |||||
| Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| FFO (NAREIT) | 10,740 | 10,618 | 8,467 | 1 | % | 27 | % | |||
| Adjustments to reconcile to FFO Core: | ||||||||||
| Share-based compensation expense | 1,563 | 1,244 | 1,645 | 26 | % | (5) | % | |||
| FFO Core | $ | 12,303 | $ | 11,862 | $ | 10,112 | 4 | % | 22 | % |
| FFO PER SHARE AND OP UNIT CALCULATION | ||||||||||
| Numerator: | ||||||||||
| FFO | $ | 10,740 | $ | 10,618 | $ | 8,467 | 1 | % | 27 | % |
| FFO Core | $ | 12,303 | $ | 11,862 | $ | 10,112 | 4 | % | 22 | % |
| Denominator: | ||||||||||
| Weighted average number of total common shares - basic | 46,883 | 43,378 | 42,346 | 8 | % | 11 | % | |||
| Weighted average number of total noncontrolling OP units - basic | 773 | 773 | 776 | — | % | — | % | |||
| Weighted average number of total common shares and noncontrolling OP units - basic | 47,656 | 44,151 | 43,122 | 8 | % | 11 | % | |||
| Effect of dilutive securities: | ||||||||||
| Unvested restricted shares | 942 | 747 | 1,094 | 26 | % | (14) | % | |||
| Weighted average number of total common shares and noncontrolling OP units - diluted | 48,598 | 44,898 | 44,216 | 8 | % | 10 | % | |||
| FFO per common share and OP unit - basic | $ | 0.23 | $ | 0.24 | $ | 0.20 | (4) | % | 15 | % |
| FFO per common share and OP unit - diluted | $ | 0.22 | $ | 0.24 | $ | 0.19 | (8) | % | 16 | % |
| FFO Core per common share and OP unit - basic | $ | 0.26 | $ | 0.27 | $ | 0.23 | (4) | % | 13 | % |
| FFO Core per common share and OP unit - diluted | $ | 0.25 | $ | 0.26 | $ | 0.23 | (4) | % | 9 | % |
(1) Includes pro-rata share attributable to real estate partnership.
(2) Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).
| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||
| (in thousands, except per share and per unit data) | ||||||
| % Change | ||||||
| Nine Months Ended September 30, | From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| FFO (NAREIT) AND FFO CORE | ||||||
| Net income attributable to Whitestone REIT | $ | 9,440 | $ | 2,922 | 223 | % |
| Adjustments to reconcile to FFO:(1) | ||||||
| Depreciation and amortization of real estate assets | 21,353 | 20,943 | 2 | % | ||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata) | 1,254 | 1,262 | (1) | % | ||
| (Gain) loss on sale or disposal of assets, net | (177) | 882 | N.M. | |||
| Gain on sale of property from discontinued operations | (1,833) | — | N.M. | |||
| (Gain) loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) | (19) | 78 | (124) | % | ||
| Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||
| FFO (NAREIT) | 30,183 | 26,145 | 15 | % | ||
| Adjustments to reconcile to FFO Core: | ||||||
| Share-based compensation expense | 4,275 | 4,167 | 3 | % | ||
| FFO Core | $ | 34,458 | $ | 30,312 | 14 | % |
| FFO PER SHARE AND OP UNIT CALCULATION | ||||||
| Numerator: | ||||||
| FFO | $ | 30,183 | $ | 26,145 | 15 | % |
| FFO Core excluding amounts attributable to unvested restricted common shares | $ | 34,458 | $ | 30,312 | 14 | % |
| Denominator: | ||||||
| Weighted average number of total common shares - basic | 44,268 | 42,202 | 5 | % | ||
| Weighted average number of total noncontrolling OP units - basic | 773 | 836 | (8) | % | ||
| Weighted average number of total common shares and noncontrolling OP units - basic | 45,041 | 43,038 | 5 | % | ||
| Effect of dilutive securities: | ||||||
| Unvested restricted shares | 840 | 838 | — | % | ||
| Weighted average number of total common shares and noncontrolling OP units - diluted | 45,881 | 43,876 | 5 | % | ||
| FFO per common share and OP unit - basic | $ | 0.67 | $ | 0.61 | 10 | % |
| FFO per common share and OP unit - diluted | $ | 0.66 | $ | 0.60 | 10 | % |
| FFO Core per common share and OP unit - basic | $ | 0.77 | $ | 0.70 | 10 | % |
| FFO Core per common share and OP unit - diluted | $ | 0.75 | $ | 0.69 | 9 | % |
(1) Includes pro-rata share attributable to real estate partnership.
(2) Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||
| (continued) | ||||||||
| (in thousands) | ||||||||
| Three Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| PROPERTY NET OPERATING INCOME | ||||||||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 900 | $ | 9,440 | $ | 2,922 |
| General and administrative expenses | 5,672 | 5,860 | 16,036 | 15,604 | ||||
| Depreciation and amortization | 7,340 | 7,171 | 21,458 | 21,112 | ||||
| Equity in earnings of real estate partnership | (151) | (196) | (429) | (752) | ||||
| Interest expense | 6,142 | 6,400 | 18,417 | 19,561 | ||||
| Interest, dividend and other investment income | (31) | (71) | (103) | (206) | ||||
| Provision for income taxes | 100 | 105 | 274 | 288 | ||||
| Gain on sale of property from discontinued operations | — | — | (1,833) | — | ||||
| Management fee, net of related expenses | 83 | 81 | 246 | 246 | ||||
| (Gain) loss on sale or disposal of assets, net | 48 | 18 | (177) | 882 | ||||
| NOI of real estate partnership (pro rata) | 1,003 | 990 | 2,846 | 3,250 | ||||
| Net income attributable to noncontrolling interests | 47 | 14 | 165 | 58 | ||||
| NOI | 23,152 | 21,272 | 66,340 | 62,965 | ||||
| Non-Same Store NOI (1) | (730) | — | (730) | — | ||||
| NOI of real estate partnership (pro rata) | (1,003) | (990) | (2,846) | (3,250) | ||||
| NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) | 21,419 | 20,282 | 62,764 | 59,715 | ||||
| Same Store straight-line rent adjustments | (507) | (61) | (1,201) | 558 | ||||
| Same Store amortization of above/below market rents | (177) | (149) | (618) | (584) | ||||
| Same Store lease termination fees | (79) | (727) | (306) | (1,028) | ||||
| Same Store NOI (2) | $ | 20,656 | $ | 19,345 | $ | 60,639 | $ | 58,661 |
(1) 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 September 30, 2021 to the three months ended September 30, 2020, Non-Same Store includes properties acquired between July 1, 2020 and September 30, 2021 and properties sold between July 1, 2020 and September 30, 2021, but not included in discontinued operations. For purposes of comparing the nine months ended September 30, 2021 to the nine months ended September 30, 2020, Non-Same Store includes properties acquired between January 1, 2020 and September 30, 2021 and properties sold between January 1, 2020 and September 30, 2021, but not included in discontinued operations.
(2) We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended September 30, 2021 to the three months ended September 30, 2020, Same Store includes properties owned before July 1, 2020 and not sold before September 30, 2021. For purposes of comparing the nine months ended September 30, 2021 to the nine months ended September 30, 2020, Same Store includes properties owned before January 1, 2020 and not sold before September 30, 2021.
| Whitestone REIT and Subsidiaries | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||||
| (continued) | ||||||||||
| (in thousands) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | ||||||||||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 5,126 | $ | 900 | (43) | % | 222 | % |
| Depreciation and amortization | 7,340 | 7,105 | 7,171 | 3 | % | 2 | % | |||
| Interest expense | 6,142 | 6,143 | 6,400 | — | % | (4) | % | |||
| Provision for income taxes | 100 | 87 | 105 | 15 | % | (5) | % | |||
| Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| Equity in earnings of real estate partnership | (151) | (189) | (196) | (20) | % | (23) | % | |||
| EBITDAre adjustments for real estate partnership | 807 | 766 | 804 | 5 | % | — | % | |||
| Gain on sale of property from discontinued operations | — | (1,833) | — | N.M. | N.M. | |||||
| (Gain) loss on sale or disposal of assets, net | 48 | (224) | 18 | 121 | % | 167 | % | |||
| EBITDAre | 17,232 | 17,073 | 15,216 | 1 | % | 13 | % | |||
| Management fee, net of related expenses | 83 | 83 | 81 | — | % | 2 | % | |||
| Share-based compensation expense | 1,563 | 1,244 | 1,645 | 26 | % | (5) | % | |||
| EBITDAre-Adjusted | $ | 18,878 | $ | 18,400 | $ | 16,942 | 3 | % | 11 | % |
| Nine Months Ended September 30, | % Change From September 30, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| 2021 | 2020 | 2020 | ||||||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | ||||||||||
| Net income attributable to Whitestone REIT | $ | 9,440 | $ | 2,922 | 223 | % | ||||
| Depreciation and amortization | 21,458 | 21,112 | 2 | % | ||||||
| Interest expense | 18,417 | 19,561 | (6) | % | ||||||
| Provision for income taxes | 274 | 288 | (5) | % | ||||||
| Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||||||
| Equity in earnings of real estate partnership | (429) | (752) | (43) | % | ||||||
| EBITDAre adjustments for real estate partnership | 2,258 | 2,690 | (16) | % | ||||||
| Gain on sale of property from discontinued operations | (1,833) | — | N.M. | |||||||
| (Gain) loss on sale or disposal of assets, net | (177) | 882 | N.M. | |||||||
| EBITDAre | 49,573 | 46,761 | 6 | % | ||||||
| Management fee, net of related expenses | 246 | 246 | — | % | ||||||
| Share-based compensation expense | 4,275 | 4,167 | 3 | % | ||||||
| EBITDAre-Adjusted | $ | 54,094 | $ | 51,174 | 6 | % |
20
Document
| TABLE OF CONTENTS | |||
|---|---|---|---|
| Page | |||
| Corporate Profile | 1 | ||
| ThirdQuarter 2021 Earnings Release | 2 | ||
| Financial Results | |||
| Consolidated Balance Sheets | 10 | ||
| Consolidated Statements of Operations and Comprehensive Income (Loss) | 12 | ||
| Consolidated Statements of Cash Flows | 18 | ||
| Reconciliation of Non-GAAP Measures | 20 | ||
| Same Store Property Analysis | 21 | ||
| Other Financial Information | 23 | ||
| Market Capitalization and Selected Ratios | 24 | ||
| Summary of Outstanding Debt and Debt Maturities | 26 | ||
| Summary of Occupancy and Top Tenants | 27 | ||
| Tenant Type Summary | 30 | ||
| Summary of Leasing Activity | 31 | ||
| Lease Expirations | 34 | ||
| Property Details | 35 | ||
| CORPORATE PROFILE | |||
| --- | --- | --- | --- |
| NYSE: WSR | |||
| Common Shares | |||
| 59 Community Centers | |||
| 5.1 million sq. ft. of gross | |||
| leasable area | |||
| 1,509 tenants | |||
| 6 Top Growth Markets | |||
| Austin | |||
| Chicago | |||
| Dallas-Fort Worth | |||
| Houston | |||
| Phoenix | |||
| San Antonio | |||
| Fiscal Year End | |||
| 12/31 | |||
| Common Shares & | |||
| Units Outstanding*: | |||
| Common Shares: 49.1 million | |||
| Operating Partnership Units: | |||
| 0.8 million | |||
| Distribution (per share / unit)*: | |||
| Quarter: 0.1075 | |||
| Annualized: 0.43 | ICR LLC. | ||
| Dividend Yield: 4.3%** | Brad Cohen | ||
| 203.682.8211 | |||
| Board of Trustees: | |||
| Nandita V. Berry | |||
| Jeffrey A. Jones | |||
| Paul T. Lambert | |||
| Jack L. Mahaffey | JMP Securities | Maxim Group | |
| James C. Mastandrea | Aaron Hecht | Michael Diana | |
| David F. Taylor | 415.835.3963 | 212.895.3641 | |
| Trustee Emeritus: | ahecht@jmpsecurities.com | mdiana@maximgrp.com | |
| Daniel G. DeVos | |||
| * As of October 25, 2021 | |||
| ** Based on common share price | |||
| of 9.91 as of close of market on | |||
| October 25, 2021. | |||
All values are in US Dollars.
| Whitestone REIT and Subsidiaries | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||||||||
| (in thousands, except share and per share data) | ||||||||||
| September 30, 2021 | December 31, 2020 | |||||||||
| ASSETS | ||||||||||
| Real estate assets, at cost | ||||||||||
| Property | $ | 1,165,274 | $ | 1,106,426 | ||||||
| Accumulated depreciation | (183,383) | (163,712) | ||||||||
| Total real estate assets | 981,891 | 942,714 | ||||||||
| Investment in real estate partnership | 34,408 | 33,979 | ||||||||
| Cash and cash equivalents | 10,858 | 25,777 | ||||||||
| Restricted cash | 106 | 179 | ||||||||
| Escrows and acquisition deposits | 10,437 | 9,274 | ||||||||
| Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) | 21,991 | 23,009 | ||||||||
| Receivable due from related party | 651 | 335 | ||||||||
| Unamortized lease commissions, legal fees and loan costs | 8,356 | 7,686 | ||||||||
| Prepaid expenses and other assets(2) | 2,371 | 2,049 | ||||||||
| Total assets | $ | 1,071,069 | $ | 1,045,002 | ||||||
| LIABILITIES AND EQUITY | ||||||||||
| Liabilities: | ||||||||||
| Notes payable | $ | 618,649 | $ | 644,185 | ||||||
| Accounts payable and accrued expenses(3) | 44,563 | 50,918 | ||||||||
| Payable due to related party | 530 | 125 | ||||||||
| Tenants' security deposits | 7,718 | 6,916 | ||||||||
| Dividends and distributions payable | 5,333 | 4,532 | ||||||||
| Total liabilities | 676,793 | 706,676 | ||||||||
| Commitments and contingencies: | — | — | ||||||||
| Equity: | ||||||||||
| Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of September 30, 2021 and December 31, 2020 | — | — | ||||||||
| Common shares, $0.001 par value per share; 400,000,000 shares authorized; 48,839,594 and 42,391,316 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 48 | 42 | ||||||||
| Additional paid-in capital | 618,963 | 562,250 | ||||||||
| Accumulated deficit | (221,277) | (215,809) | ||||||||
| Accumulated other comprehensive loss | (9,726) | (14,400) | ||||||||
| Total Whitestone REIT shareholders' equity | 388,008 | 332,083 | ||||||||
| Noncontrolling interest in subsidiary | 6,268 | 6,243 | ||||||||
| Total equity | 394,276 | 338,326 | ||||||||
| Total liabilities and equity | $ | 1,071,069 | $ | 1,045,002 | ||||||
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||
| (in thousands) | ||||||||||
| September 30, 2021 | December 31, 2020 | |||||||||
| (1) Accrued rents and accounts receivable, net of allowance for doubtful accounts | ||||||||||
| Tenant receivables | $ | 19,898 | $ | 22,956 | ||||||
| Accrued rents and other recoveries | 17,833 | 16,348 | ||||||||
| Allowance for doubtful accounts | (15,919) | (16,426) | ||||||||
| Other receivables | 179 | 131 | ||||||||
| Total accrued rents and accounts receivable, net of allowance for doubtful accounts | $ | 21,991 | $ | 23,009 | ||||||
| (2) Operating lease right of use assets (net) | $ | 316 | $ | 592 | ||||||
| (3) Operating lease liabilities | $ | 323 | $ | 603 | ||||||
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||
| (in thousands) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| Revenues | ||||||||||
| Rental(1) | $ | 32,069 | $ | 30,152 | $ | 28,868 | 6 | % | 11 | % |
| Management, transaction, and other fees | 375 | 466 | 1,032 | (20) | % | (64) | % | |||
| Total revenues | 32,444 | 30,618 | 29,900 | 6 | % | 9 | % | |||
| Operating expenses | ||||||||||
| Depreciation and amortization | 7,340 | 7,105 | 7,171 | 3 | % | 2 | % | |||
| Operating and maintenance | 5,789 | 5,444 | 5,029 | 6 | % | 15 | % | |||
| Real estate taxes | 4,589 | 4,160 | 4,670 | 10 | % | (2) | % | |||
| General and administrative | 5,672 | 4,730 | 5,860 | 20 | % | (3) | % | |||
| Total operating expenses | 23,390 | 21,439 | 22,730 | 9 | % | 3 | % | |||
| Other expenses (income) | ||||||||||
| Interest expense | 6,142 | 6,143 | 6,400 | — | % | (4) | % | |||
| (Gain) loss on sale or disposal of assets, net | 48 | (224) | 18 | N.M. (2) | N.M. | |||||
| Interest, dividend and other investment income | (31) | (23) | (71) | 35 | % | (56) | % | |||
| Total other expenses | 6,159 | 5,896 | 6,347 | 4 | % | (3) | % | |||
| Income before equity investment in real estate partnership and income tax | 2,895 | 3,283 | 823 | (12) | % | 252 | % | |||
| Equity in earnings of real estate partnership | 151 | 189 | 196 | (20) | % | (23) | % | |||
| Provision for income tax | (100) | (87) | (105) | 15 | % | (5) | % | |||
| Income from continuing operations | 2,946 | 3,385 | 914 | (13) | % | 222 | % | |||
| Gain on sale of property from discontinued operations | — | 1,833 | — | N.M. | N.M. | |||||
| Income from discontinued operations | — | 1,833 | — | N.M. | N.M. | |||||
| Net income | 2,946 | 5,218 | 914 | (44) | % | 222 | % | |||
| Less: Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 5,126 | $ | 900 | (43) | % | 222 | % |
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||
| (in thousands, except per share data) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| Basic Earnings Per Share: | ||||||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.08 | $ | 0.02 | (25) | % | 200 | % |
| Income from discontinued operations attributable to Whitestone REIT | — | 0.04 | — | N.M. | N.M. | |||||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.12 | $ | 0.02 | (50) | % | 200 | % |
| Diluted Earnings Per Share: | ||||||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.08 | $ | 0.02 | (25) | % | 200 | % |
| Income from discontinued operations attributable to Whitestone REIT | — | 0.04 | — | N.M. | N.M. | |||||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.06 | $ | 0.12 | $ | 0.02 | (50) | % | 200 | % |
| Weighted average number of common shares outstanding: | ||||||||||
| Basic | 46,883 | 43,378 | 42,346 | 8 | % | 11 | % | |||
| Diluted | 47,825 | 44,125 | 43,440 | 8 | % | 10 | % | |||
| Consolidated Statements of Comprehensive Income (Loss) | ||||||||||
| Net income | $ | 2,946 | $ | 5,218 | $ | 914 | (44) | % | 222 | % |
| Other comprehensive income (loss) | ||||||||||
| Unrealized gain (loss) on cash flow hedging activities | 1,273 | 1,289 | 1,241 | (1) | % | 3 | % | |||
| Comprehensive income (loss) | 4,219 | 6,507 | 2,155 | (35) | % | 96 | % | |||
| Less: Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 20 | 21 | 43 | (5) | % | (53) | % | |||
| Comprehensive income (loss) attributable to Whitestone REIT | $ | 4,152 | $ | 6,394 | $ | 2,098 | (35) | % | 98 | % |
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||
| (in thousands) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| (1) Rental | ||||||||||
| Rental revenues | $ | 23,177 | $ | 22,238 | $ | 21,808 | 4 | % | 6 | % |
| Recoveries | 8,720 | 8,057 | 8,339 | 8 | % | 5 | % | |||
| Bad debt | 172 | (143) | (1,279) | 220 | % | 113 | % | |||
| Total rental | $ | 32,069 | $ | 30,152 | $ | 28,868 | 6 | % | 11 | % |
(2) Not Meaningful
| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||
| (in thousands) | ||||||
| Nine Months Ended September 30, | % Change From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| Revenues | ||||||
| Rental(1) | $ | 90,916 | $ | 86,116 | 6 | % |
| Management, transaction, and other fees | 1,191 | 1,965 | (39) | % | ||
| Total revenues | 92,107 | 88,081 | 5 | % | ||
| Operating expenses | ||||||
| Depreciation and amortization | 21,458 | 21,112 | 2 | % | ||
| Operating and maintenance | 16,072 | 15,021 | 7 | % | ||
| Real estate taxes | 12,787 | 13,591 | (6) | % | ||
| General and administrative | 16,036 | 15,604 | 3 | % | ||
| Total operating expenses | 66,353 | 65,328 | 2 | % | ||
| Other expenses (income) | ||||||
| Interest expense | 18,417 | 19,561 | (6) | % | ||
| (Gain) loss on sale or disposal of assets, net | (177) | 882 | N.M. | |||
| Interest, dividend and other investment income | (103) | (206) | (50) | % | ||
| Total other expenses | 18,137 | 20,237 | (10) | % | ||
| Income before equity investment in real estate partnership and income tax | 7,617 | 2,516 | 203 | % | ||
| Equity in earnings of real estate partnership | 429 | 752 | (43) | % | ||
| Provision for income tax | (274) | (288) | (5) | % | ||
| Income from continuing operations | 7,772 | 2,980 | 161 | % | ||
| Gain on sale of property from discontinued operations | 1,833 | — | N.M. | |||
| Income from discontinued operations | 1,833 | — | N.M. | |||
| Net income | 9,605 | 2,980 | 222 | % | ||
| Less: Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||
| Net income attributable to Whitestone REIT | $ | 9,440 | $ | 2,922 | 223 | % |
| Whitestone REIT and Subsidiaries | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||
| (in thousands, except per share data) | ||||||
| Nine Months Ended September 30, | % Change From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| Basic Earnings Per Share: | ||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.17 | $ | 0.07 | 143 | % |
| Income from discontinued operations attributable to Whitestone REIT | 0.04 | — | N.M. | |||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.21 | $ | 0.07 | 200 | % |
| Diluted Earnings Per Share: | ||||||
| Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ | 0.17 | $ | 0.07 | 143 | % |
| Income from discontinued operations attributable to Whitestone REIT | 0.04 | — | N.M. | |||
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.21 | $ | 0.07 | 200 | % |
| Weighted average number of common shares outstanding: | ||||||
| Basic | 44,268 | 42,202 | 5 | % | ||
| Diluted | 45,108 | 43,040 | 5 | % | ||
| Consolidated Statements of Comprehensive Income (Loss) | ||||||
| Net income | $ | 9,605 | $ | 2,980 | 222 | % |
| Other comprehensive income (loss) | ||||||
| Unrealized gain (loss) on cash flow hedging activities | 4,783 | (10,395) | N.M. | |||
| Comprehensive income (loss) | 14,388 | (7,415) | N.M. | |||
| Less: Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | 82 | (203) | N.M. | |||
| Comprehensive income (loss) attributable to Whitestone REIT | $ | 14,141 | $ | (7,270) | N.M. | |
| Whitestone REIT and Subsidiaries | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||
| (in thousands) | ||||||
| Nine Months Ended September 30, | % Change From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| (1) Rental | ||||||
| Rental revenues | $ | 67,041 | $ | 65,591 | 2 | % |
| Recoveries | 24,375 | 24,976 | (2) | % | ||
| Bad debt | (500) | (4,451) | 89 | % | ||
| Total rental | $ | 90,916 | $ | 86,116 | 6 | % |
| Whitestone REIT and Subsidiaries<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>(in thousands) | ||||||
| --- | --- | --- | --- | --- | ||
| Nine Months Ended September 30, | ||||||
| 2021 | 2020 | |||||
| Cash flows from operating activities: | ||||||
| Net income from continuing operations | $ | 7,772 | $ | 2,980 | ||
| Net income from discontinued operations | 1,833 | — | ||||
| Net income | 9,605 | 2,980 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 21,458 | 21,112 | ||||
| Amortization of deferred loan costs | 822 | 839 | ||||
| (Gain) loss on sale or disposal of assets and loan forgiveness, net | (177) | 882 | ||||
| Bad debt | 500 | 4,451 | ||||
| Share-based compensation | 4,066 | 3,980 | ||||
| Equity in earnings of real estate partnership | (429) | (752) | ||||
| Changes in operating assets and liabilities: | ||||||
| Escrows and acquisition deposits | (1,163) | 522 | ||||
| Accrued rents and accounts receivable | 518 | (6,123) | ||||
| Receivable due from related party | (316) | (825) | ||||
| Unamortized lease commissions, legal fees and loan costs | (2,531) | (958) | ||||
| Prepaid expenses and other assets | 1,548 | 2,145 | ||||
| Accounts payable and accrued expenses | (1,572) | 131 | ||||
| Payable due to related party | 405 | 538 | ||||
| Tenants' security deposits | 802 | 298 | ||||
| Net cash provided by operating activities | 31,703 | 29,220 | ||||
| Cash flows from investing activities: | ||||||
| Acquisitions of real estate | (53,364) | — | ||||
| Additions to real estate | (6,058) | (5,808) | ||||
| Proceeds from note receivable | — | 922 | ||||
| Net cash used in investing activities | (59,422) | (4,886) | ||||
| Net cash provided by investing activities of discontinued operations | 1,833 | — | ||||
| Cash flows from financing activities: | ||||||
| Distributions paid to common shareholders | (14,063) | (20,771) | ||||
| Distributions paid to OP unit holders | (248) | (430) | ||||
| Proceeds from issuance of common shares, net of offering costs | 53,335 | 2,241 | ||||
| Payments of exchange offer costs | (49) | (43) | ||||
| Proceeds from notes payable | — | 1,734 | ||||
| Net proceeds from (payments of) credit facility | (25,000) | 30,000 | ||||
| Repayments of notes payable | (2,403) | (11,514) | ||||
| Repurchase of common shares | (678) | (2,076) | ||||
| Net cash provided by (used in) financing activities | 10,894 | (859) | ||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (14,992) | 23,475 | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 25,956 | 15,643 | ||||
| Cash, cash equivalents and restricted cash at end of period (1) | $ | 10,964 | $ | 39,118 |
(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) | ||||||||||
| Nine Months Ended September 30, | ||||||||||
| 2021 | 2020 | |||||||||
| Supplemental disclosure of cash flow information: | ||||||||||
| Cash paid for interest | $ | 17,732 | $ | 18,790 | ||||||
| Cash paid for taxes | $ | 364 | $ | 353 | ||||||
| Non cash investing and financing activities: | ||||||||||
| Disposal of fully depreciated real estate | $ | 284 | $ | 34 | ||||||
| Financed insurance premiums | $ | 1,712 | $ | 1,431 | ||||||
| Value of shares issued under dividend reinvestment plan | $ | 45 | $ | 74 | ||||||
| Value of common shares exchanged for OP units | $ | — | $ | 1,138 | ||||||
| Change in fair value of cash flow hedge | $ | 4,783 | $ | (10,395) | ||||||
| September 30, | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| 2021 | 2020 | |||||||||
| Cash, cash equivalents and restricted cash | ||||||||||
| Cash and cash equivalents | $ | 10,858 | $ | 38,990 | ||||||
| Restricted cash | 106 | 128 | ||||||||
| Total cash, cash equivalents and restricted cash | $ | 10,964 | $ | 39,118 | ||||||
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||||
| (in thousands, except per share and per unit data) | ||||||||||
| Three Months Ended | Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| FFO (NAREIT) AND FFO CORE | ||||||||||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 5,126 | $ | 900 | (43) | % | 222 | % |
| Adjustments to reconcile to FFO:(1) | ||||||||||
| Depreciation and amortization of real estate assets | 7,305 | 7,068 | 7,125 | 3 | % | 3 | % | |||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata) | 440 | 409 | 386 | 8 | % | 14 | % | |||
| (Gain) loss on sale or disposal of assets, net | 48 | (224) | 18 | 121 | % | 167 | % | |||
| Gain on sale of property from discontinued operations | — | (1,833) | — | N.M. | N.M. | |||||
| (Gain) loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) | 1 | (20) | 24 | N.M. | N.M. | |||||
| Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| FFO (NAREIT) | 10,740 | 10,618 | 8,467 | 1 | % | 27 | % | |||
| Adjustments to reconcile to FFO Core: | ||||||||||
| Share-based compensation expense | 1,563 | 1,244 | 1,645 | 26 | % | (5) | % | |||
| FFO Core | $ | 12,303 | $ | 11,862 | $ | 10,112 | 4 | % | 22 | % |
| FFO PER SHARE AND OP UNIT CALCULATION | ||||||||||
| Numerator: | ||||||||||
| FFO | $ | 10,740 | $ | 10,618 | $ | 8,467 | 1 | % | 27 | % |
| FFO Core | $ | 12,303 | $ | 11,862 | $ | 10,112 | 4 | % | 22 | % |
| Denominator: | ||||||||||
| Weighted average number of total common shares - basic | 46,883 | 43,378 | 42,346 | 8 | % | 11 | % | |||
| Weighted average number of total noncontrolling OP units - basic | 773 | 773 | 776 | — | % | — | % | |||
| Weighted average number of total common shares and noncontrolling OP units - basic | 47,656 | 44,151 | 43,122 | 8 | % | 11 | % | |||
| Effect of dilutive securities: | ||||||||||
| Unvested restricted shares | 942 | 747 | 1,094 | 26 | % | (14) | % | |||
| Weighted average number of total common shares and noncontrolling OP units - diluted | 48,598 | 44,898 | 44,216 | 8 | % | 10 | % | |||
| FFO per common share and OP unit - basic | $ | 0.23 | $ | 0.24 | $ | 0.20 | (4) | % | 15 | % |
| FFO per common share and OP unit - diluted | $ | 0.22 | $ | 0.24 | $ | 0.19 | (8) | % | 16 | % |
| FFO Core per common share and OP unit - basic | $ | 0.26 | $ | 0.27 | $ | 0.23 | (4) | % | 13 | % |
| FFO Core per common share and OP unit - diluted | $ | 0.25 | $ | 0.26 | $ | 0.23 | (4) | % | 9 | % |
(1) Includes pro-rata share attributable to real estate partnership.
(2) Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).
| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||
| (in thousands, except per share and per unit data) | ||||||
| % Change | ||||||
| Nine Months Ended September 30, | From September 30, | |||||
| 2021 | 2020 | 2020 | ||||
| FFO (NAREIT) AND FFO CORE | ||||||
| Net income attributable to Whitestone REIT | $ | 9,440 | $ | 2,922 | 223 | % |
| Adjustments to reconcile to FFO:(1) | ||||||
| Depreciation and amortization of real estate assets | 21,353 | 20,943 | 2 | % | ||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata) | 1,254 | 1,262 | (1) | % | ||
| (Gain) loss on sale or disposal of assets, net | (177) | 882 | N.M. | |||
| Gain on sale of property from discontinued operations | (1,833) | — | N.M. | |||
| (Gain) loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) | (19) | 78 | (124) | % | ||
| Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||
| FFO (NAREIT) | 30,183 | 26,145 | 15 | % | ||
| Adjustments to reconcile to FFO Core: | ||||||
| Share-based compensation expense | 4,275 | 4,167 | 3 | % | ||
| FFO Core | $ | 34,458 | $ | 30,312 | 14 | % |
| FFO PER SHARE AND OP UNIT CALCULATION | ||||||
| Numerator: | ||||||
| FFO | $ | 30,183 | $ | 26,145 | 15 | % |
| FFO Core excluding amounts attributable to unvested restricted common shares | $ | 34,458 | $ | 30,312 | 14 | % |
| Denominator: | ||||||
| Weighted average number of total common shares - basic | 44,268 | 42,202 | 5 | % | ||
| Weighted average number of total noncontrolling OP units - basic | 773 | 836 | (8) | % | ||
| Weighted average number of total common shares and noncontrolling OP units - basic | 45,041 | 43,038 | 5 | % | ||
| Effect of dilutive securities: | ||||||
| Unvested restricted shares | 840 | 838 | — | % | ||
| Weighted average number of total common shares and noncontrolling OP units - diluted | 45,881 | 43,876 | 5 | % | ||
| FFO per common share and OP unit - basic | $ | 0.67 | $ | 0.61 | 10 | % |
| FFO per common share and OP unit - diluted | $ | 0.66 | $ | 0.60 | 10 | % |
| FFO Core per common share and OP unit - basic | $ | 0.77 | $ | 0.70 | 10 | % |
| FFO Core per common share and OP unit - diluted | $ | 0.75 | $ | 0.69 | 9 | % |
(1) Includes pro-rata share attributable to real estate partnership.
(2) Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||
| (continued) | ||||||||
| (in thousands) | ||||||||
| Three Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| PROPERTY NET OPERATING INCOME | ||||||||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 900 | $ | 9,440 | $ | 2,922 |
| General and administrative expenses | 5,672 | 5,860 | 16,036 | 15,604 | ||||
| Depreciation and amortization | 7,340 | 7,171 | 21,458 | 21,112 | ||||
| Equity in earnings of real estate partnership | (151) | (196) | (429) | (752) | ||||
| Interest expense | 6,142 | 6,400 | 18,417 | 19,561 | ||||
| Interest, dividend and other investment income | (31) | (71) | (103) | (206) | ||||
| Provision for income taxes | 100 | 105 | 274 | 288 | ||||
| Gain on sale of property from discontinued operations | — | — | (1,833) | — | ||||
| Management fee, net of related expenses | 83 | 81 | 246 | 246 | ||||
| (Gain) loss on sale or disposal of assets, net | 48 | 18 | (177) | 882 | ||||
| NOI of real estate partnership (pro rata) | 1,003 | 990 | 2,846 | 3,250 | ||||
| Net income attributable to noncontrolling interests | 47 | 14 | 165 | 58 | ||||
| NOI | 23,152 | 21,272 | 66,340 | 62,965 | ||||
| Non-Same Store NOI (1) | (730) | — | (730) | — | ||||
| NOI of real estate partnership (pro rata) | (1,003) | (990) | (2,846) | (3,250) | ||||
| NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) | 21,419 | 20,282 | 62,764 | 59,715 | ||||
| Same Store straight-line rent adjustments | (507) | (61) | (1,201) | 558 | ||||
| Same Store amortization of above/below market rents | (177) | (149) | (618) | (584) | ||||
| Same Store lease termination fees | (79) | (727) | (306) | (1,028) | ||||
| Same Store NOI (2) | $ | 20,656 | $ | 19,345 | $ | 60,639 | $ | 58,661 |
(1) 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 September 30, 2021 to the three months ended September 30, 2020, Non-Same Store includes properties acquired between July 1, 2020 and September 30, 2021 and properties sold between July 1, 2020 and September 30, 2021, but not included in discontinued operations. For purposes of comparing the nine months ended September 30, 2021 to the nine months ended September 30, 2020, Non-Same Store includes properties acquired between January 1, 2020 and September 30, 2021 and properties sold between January 1, 2020 and September 30, 2021, but not included in discontinued operations.
(2) We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended September 30, 2021 to the three months ended September 30, 2020, Same Store includes properties owned before July 1, 2020 and not sold before September 30, 2021. For purposes of comparing the nine months ended September 30, 2021 to the nine months ended September 30, 2020, Same Store includes properties owned before January 1, 2020 and not sold before September 30, 2021.
| Whitestone REIT and Subsidiaries | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||||
| (continued) | ||||||||||
| (in thousands) | ||||||||||
| Three Months Ended | % Change From | |||||||||
| September 30, 2021 | June 30, 2021 | September 30, 2020 | June 30, 2021 | September 30, 2020 | ||||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | ||||||||||
| Net income attributable to Whitestone REIT | $ | 2,899 | $ | 5,126 | $ | 900 | (43) | % | 222 | % |
| Depreciation and amortization | 7,340 | 7,105 | 7,171 | 3 | % | 2 | % | |||
| Interest expense | 6,142 | 6,143 | 6,400 | — | % | (4) | % | |||
| Provision for income taxes | 100 | 87 | 105 | 15 | % | (5) | % | |||
| Net income attributable to noncontrolling interests | 47 | 92 | 14 | (49) | % | 236 | % | |||
| Equity in earnings of real estate partnership | (151) | (189) | (196) | (20) | % | (23) | % | |||
| EBITDAre adjustments for real estate partnership | 807 | 766 | 804 | 5 | % | — | % | |||
| Gain on sale of property from discontinued operations | — | (1,833) | — | N.M. | N.M. | |||||
| (Gain) loss on sale or disposal of assets, net | 48 | (224) | 18 | 121 | % | 167 | % | |||
| EBITDAre | 17,232 | 17,073 | 15,216 | 1 | % | 13 | % | |||
| Management fee, net of related expenses | 83 | 83 | 81 | — | % | 2 | % | |||
| Share-based compensation expense | 1,563 | 1,244 | 1,645 | 26 | % | (5) | % | |||
| EBITDAre-Adjusted | $ | 18,878 | $ | 18,400 | $ | 16,942 | 3 | % | 11 | % |
| Nine Months Ended September 30, | % Change From September 30, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| 2021 | 2020 | 2020 | ||||||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | ||||||||||
| Net income attributable to Whitestone REIT | $ | 9,440 | $ | 2,922 | 223 | % | ||||
| Depreciation and amortization | 21,458 | 21,112 | 2 | % | ||||||
| Interest expense | 18,417 | 19,561 | (6) | % | ||||||
| Provision for income taxes | 274 | 288 | (5) | % | ||||||
| Net income attributable to noncontrolling interests | 165 | 58 | 184 | % | ||||||
| Equity in earnings of real estate partnership | (429) | (752) | (43) | % | ||||||
| EBITDAre adjustments for real estate partnership | 2,258 | 2,690 | (16) | % | ||||||
| Gain on sale of property from discontinued operations | (1,833) | — | N.M. | |||||||
| (Gain) loss on sale or disposal of assets, net | (177) | 882 | N.M. | |||||||
| EBITDAre | 49,573 | 46,761 | 6 | % | ||||||
| Management fee, net of related expenses | 246 | 246 | — | % | ||||||
| Share-based compensation expense | 4,275 | 4,167 | 3 | % | ||||||
| EBITDAre-Adjusted | $ | 54,094 | $ | 51,174 | 6 | % | ||||
| Whitestone REIT and Subsidiaries | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| SAME STORE PROPERTY ANALYSIS | ||||||||||
| (in thousands) | ||||||||||
| Three Months Ended September 30, | Increase | % Increase | ||||||||
| 2021 | 2020 | (Decrease) | (Decrease) | |||||||
| Same Store (53 properties excluding development land) | ||||||||||
| Property revenues | ||||||||||
| Rental | $ | 31,056 | $ | 28,868 | $ | 2,188 | 8 | % | ||
| Management, transaction and other fees | 231 | 888 | (657) | (74) | % | |||||
| Total property revenues | 31,287 | 29,756 | 1,531 | 5 | % | |||||
| Property expenses | ||||||||||
| Property operation and maintenance | 5,460 | 4,804 | 656 | 14 | % | |||||
| Real estate taxes | 4,408 | 4,670 | (262) | (6) | % | |||||
| Total property expenses | 9,868 | 9,474 | 394 | 4 | % | |||||
| Total property revenues less total property expenses | 21,419 | 20,282 | 1,137 | 6 | % | |||||
| Same Store straight-line rent adjustments | (507) | (61) | (446) | (731) | % | |||||
| Same Store amortization of above/below market rents | (177) | (149) | (28) | (19) | % | |||||
| Same Store lease termination fees | (79) | (727) | 648 | 89 | % | |||||
| Same Store NOI (1) | $ | 20,656 | $ | 19,345 | $ | 1,311 | 7 | % |
(1) For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.”
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| SAME STORE PROPERTY ANALYSIS | ||||||||
| (in thousands) | ||||||||
| Nine Months Ended September 30, | Increase | % Increase | ||||||
| 2021 | 2020 | (Decrease) | (Decrease) | |||||
| Same Store (53 properties, excluding development land) | ||||||||
| Property revenues | ||||||||
| Rental | $ | 89,903 | $ | 86,116 | $ | 3,787 | 4 | % |
| Management, transaction and other fees | 764 | 1,510 | (746) | (49) | % | |||
| Total property revenues | 90,667 | 87,626 | 3,041 | 3 | % | |||
| Property expenses | ||||||||
| Property operation and maintenance | 15,297 | 14,320 | 977 | 7 | % | |||
| Real estate taxes | 12,606 | 13,591 | (985) | (7) | % | |||
| Total property expenses | 27,903 | 27,911 | (8) | — | % | |||
| Total property revenues less total property expenses | 62,764 | 59,715 | 3,049 | 5 | % | |||
| Same Store straight-line rent adjustments | (1,201) | 558 | (1,759) | (315) | % | |||
| Same Store amortization of above/below market rents | (618) | (584) | (34) | (6) | % | |||
| Same Store lease termination fees | (306) | (1,028) | 722 | 70 | % | |||
| Same Store NOI(1) | $ | 60,639 | $ | 58,661 | $ | 1,978 | 3 | % |
(1) For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.”
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| OTHER FINANCIAL INFORMATION | ||||||||
| (in thousands, except number of properties and employees) | ||||||||
| Three Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| Other Financial Information: | ||||||||
| Tenant improvements (1) (2) | $ | 476 | $ | 1,279 | $ | 1,444 | $ | 2,264 |
| Leasing commissions (1) (2) | $ | 610 | $ | 221 | $ | 2,345 | $ | 957 |
| Maintenance capital (1) | $ | 2,017 | $ | 933 | $ | 4,096 | $ | 2,843 |
| Scheduled debt principal payments (1) | $ | 441 | $ | 481 | $ | 1,331 | $ | 1,441 |
| Straight-line rent income (1) | $ | 541 | $ | 51 | $ | 1,235 | $ | (674) |
| Market rent amortization income from acquired leases (1) | $ | 161 | $ | 147 | $ | 603 | $ | 586 |
| Non-cash share-based compensation expense (1) | $ | 1,563 | $ | 1,645 | $ | 4,275 | $ | 4,167 |
| Non-real estate depreciation and amortization (1) | $ | 35 | $ | 45 | $ | 105 | $ | 168 |
| Amortization of loan fees (1) | $ | 291 | $ | 282 | $ | 839 | $ | 851 |
| Undepreciated value of unencumbered properties | $ | 883,260 | $ | 824,628 | $ | 883,260 | $ | 824,628 |
| Number of unencumbered properties | 52 | 51 | 52 | 51 | ||||
| Full time employees | 91 | 85 | 91 | 85 |
(1) Includes pro-rata share attributable to real estate partnership.
(2) Does not include first generation costs needed for new acquisitions, development or redevelopment of a property to bring the property to operating standards for its intended use.
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| MARKET CAPITALIZATION AND SELECTED RATIOS | ||||||||
| (in thousands, except per share amounts and percentages) | ||||||||
| As of September 30, 2021 | ||||||||
| MARKET CAPITALIZATION: | Percent of Total Equity | Total Market Capitalization | Percent of Total Market Capitalization | |||||
| Equity Capitalization: | ||||||||
| Common shares outstanding | 98.4 | % | 48,840 | |||||
| Operating partnership units outstanding | 1.6 | % | 773 | |||||
| Total | 100.0 | % | 49,613 | |||||
| Market price of common shares as of | ||||||||
| September 30, 2021 | $ | 9.78 | ||||||
| Total equity capitalization | $ | 485,215 | 44 | % | ||||
| Debt Capitalization: | ||||||||
| Outstanding debt | $ | 619,472 | ||||||
| Less: Cash and cash equivalents | (10,858) | |||||||
| Total debt capitalization | 608,614 | 56 | % | |||||
| Total Market Capitalization as of | ||||||||
| September 30, 2021 | $ | 1,093,829 | 100 | % | ||||
| SELECTED RATIOS: | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| INTEREST COVERAGE RATIO | 2021 | 2020 | 2021 | 2020 | ||||
| EBITDAre/Interest Expense | ||||||||
| EBITDAre (1) | $ | 17,232 | $ | 15,216 | $ | 49,573 | $ | 46,761 |
| Interest expense | 6,142 | 6,400 | 18,417 | 19,561 | ||||
| Pro rata share of interest expense from real estate partnership | 160 | 167 | 484 | 490 | ||||
| Less: amortization of loan fees, including pro rata share from real estate partnership | (280) | (282) | (839) | (851) | ||||
| Interest expense, excluding amortization of loan fees | 6,022 | 6,285 | 18,062 | 19,200 | ||||
| Ratio of EBITDAre to interest expense | 2.9 | 2.4 | 2.7 | 2.4 |
(1) For a reconciliation of EBITDAre, see previous section “Reconciliation of Non-GAAP Measures.”
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| MARKET CAPITALIZATION AND SELECTED RATIOS | ||||||||
| (continued) | ||||||||
| (in thousands, except per share amounts and percentages) | ||||||||
| LEVERAGE RATIO | September 30, | |||||||
| 2021 | 2020 | |||||||
| Debt/Undepreciated Book Value | ||||||||
| Outstanding debt | $ | 619,009 | $ | 667,277 | ||||
| Less: Cash | (10,858) | (38,990) | ||||||
| Add: Proportional share of net debt of real estate partnership | 8,479 | 8,766 | ||||||
| Outstanding debt after cash | $ | 616,630 | $ | 637,053 | ||||
| Undepreciated real estate assets | $ | 1,165,274 | $ | 1,104,963 | ||||
| Add: Proportional share of real estate from unconsolidated partnership | 46,124 | 45,787 | ||||||
| Undepreciated real estate assets | $ | 1,211,398 | $ | 1,150,750 | ||||
| Ratio of debt to real estate assets | 51 | % | 55 | % | ||||
| Three Months Ended | Nine Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | September 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| Debt/EBITDAre Ratio | ||||||||
| Outstanding debt | $ | 619,009 | $ | 667,277 | $ | 619,009 | $ | 667,277 |
| Less: Cash | (10,858) | (38,990) | (10,858) | (38,990) | ||||
| Add: Proportional share of net debt of unconsolidated real estate partnership | 8,479 | 8,766 | 8,479 | 8,766 | ||||
| Total Net Debt | $ | 616,630 | $ | 637,053 | $ | 616,630 | $ | 637,053 |
| EBITDAre | $ | 17,232 | $ | 15,216 | $ | 49,573 | $ | 46,761 |
| Management fee, net of related expenses | 83 | 81 | 246 | 246 | ||||
| Share based compensation | 1,563 | 1,645 | 4,275 | 4,167 | ||||
| EBITDAre-Adjusted | $ | 18,878 | $ | 16,942 | $ | 54,094 | $ | 51,174 |
| Effect of partial period acquisitions and dispositions | 60 | — | 1,614 | — | ||||
| Pro forma EBITDAre-Adjusted | 18,938 | 16,942 | 55,708 | 51,174 | ||||
| Pro forma annualized EBITDAre-Adjusted | $ | 75,752 | $ | 67,768 | $ | 74,277 | $ | 68,232 |
| Ratio of debt to pro forma EBITDAre-Adjusted | 8.1 | 9.4 | 8.3 | 9.3 | ||||
| Whitestone REIT and Subsidiaries | ||||||||
| --- | --- | --- | --- | --- | ||||
| SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES | ||||||||
| TOTAL OUTSTANDING DEBT | ||||||||
| (in thousands) | ||||||||
| Description | September 30, 2021 | December 31, 2020 | ||||||
| Fixed rate notes | ||||||||
| $100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 (1) | $ | 100,000 | $ | 100,000 | ||||
| $165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 (2) | 165,000 | 165,000 | ||||||
| $80.0 million, 3.72% Note, due June 1, 2027 | 80,000 | 80,000 | ||||||
| $19.0 million 4.15% Note, due December 1, 2024 | 18,442 | 18,687 | ||||||
| $20.2 million 4.28% Note, due June 6, 2023 | 17,914 | 18,222 | ||||||
| $14.0 million 4.34% Note, due September 11, 2024 | 13,044 | 13,236 | ||||||
| $14.3 million 4.34% Note, due September 11, 2024 | 13,834 | 14,014 | ||||||
| $15.1 million 4.99% Note, due January 6, 2024 | 13,973 | 14,165 | ||||||
| $2.6 million 5.46% Note, due October 1, 2023 | 2,302 | 2,339 | ||||||
| $50.0 million, 5.09% Note, due March 22, 2029 | 50,000 | 50,000 | ||||||
| $50.0 million, 5.17% Note, due March 22, 2029 | 50,000 | 50,000 | ||||||
| $1.7 million 3.25% Note, due December 28, 2021 | 463 | — | ||||||
| Floating rate notes | ||||||||
| Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023 | 94,500 | 119,500 | ||||||
| Total notes payable principal | 619,472 | 645,163 | ||||||
| Less deferred financing costs, net of accumulated amortization | (823) | (978) | ||||||
| Total notes payable | $ | 618,649 | $ | 644,185 |
(1) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 3 at 1.73%.
(2) Promissory note includes an interest rate swap that fixed the LIBOR portion of the interest rate at an average rate of 2.24% for the duration of the term through January 31, 2024.
| SCHEDULE OF DEBT MATURITIES AS OF SEPTEMBER 30, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | |||||||||
| Year | Amount Due | ||||||||
| 2021 (remaining) | $ | 1,138 | |||||||
| 2022 | 101,683 | ||||||||
| 2023 | 122,363 | ||||||||
| 2024 | 228,574 | ||||||||
| 2025 | 17,143 | ||||||||
| Thereafter | 148,571 | ||||||||
| Total | $ | 619,472 | |||||||
| Whitestone REIT and Subsidiaries | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| SUMMARY OF OCCUPANCY AND TOP TENANTS | |||||||||
| Gross Leasable Area as of | Occupancy % as of | ||||||||
| September 30, | September 30, | March 31 | December 31, | September 30, | |||||
| Community Centered Properties® | 2021 | 2021 | 2021 | 2020 | 2020 | ||||
| Whitestone | 5,116,220 | 90 | % | 89 | % | 88 | % | 89 | % |
| Unconsolidated real estate partnership | 926,798 | 59 | % | 59 | % | 61 | % | 62 | % |
| Whitestone REIT and Subsidiaries | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | ||
| SUMMARY OF OCCUPANCY AND TOP TENANTS | |||||||||
| (continued) | |||||||||
| Tenant Name | Location | Annualized Rental Revenue <br>(in thousands) | Percentage of Total Annualized Base Rental Revenues (1) | Initial Lease Date | Year Expiring | ||||
| Safeway Stores Incorporated (2) | Austin, Houston and Phoenix | $ | 2,529 | 2.7 | % | 11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/16 | 2022, 2024, 2025, 2025, 2026 and 2034 | ||
| Whole Foods Market | Houston | 2,247 | 2.4 | % | 9/3/2014 | 2035 | |||
| Frost Bank | Houston | 1,988 | 2.1 | % | 7/1/2014 | 2024 | |||
| Newmark Real Estate of Houston LLC | Houston | 1,050 | 1.1 | % | 10/1/2015 | 2026 | |||
| Bashas' Inc. (3) | Phoenix | 1,010 | 1.1 | % | 10/9/2004 and 4/1/2009 | 2024 and 2029 | |||
| Verizon Wireless (4) | Houston and Phoenix | 946 | 1.0 | % | 8/16/1994, 2/1/2004, 5/10/2004, 1/27/2006 and 5/1/2014 | 2022, 2023, 2024, 2024 and 2038 | |||
| Walgreens & Co. (5) | Houston and Phoenix | 946 | 1.0 | % | 11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996 | 2022, 2027, 2049 and 2056 | |||
| Alamo Drafthouse Cinema | Austin | 690 | 0.7 | % | 2/1/2012 | 2031 | |||
| Dollar Tree (6) | Houston and Phoenix | 641 | 0.7 | % | 8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, and 5/21/2013 | 2023, 2025, 2025, 2026 and 2027 | |||
| Wells Fargo & Company (7) | Phoenix | 592 | 0.6 | % | 10/24/1996 and 4/16/1999 | 2022 and 2023 | |||
| Kroger Co. | Dallas | 483 | 0.5 | % | 12/15/2000 | 2022 | |||
| Regus Corporation | Houston | 460 | 0.5 | % | 5/23/2014 | 2025 | |||
| Paul's Ace Hardware | Phoenix | 427 | 0.5 | % | 3/1/2008 | 2023 | |||
| Original Ninfas LP | Houston | 411 | 0.4 | % | 8/29/2018 | 2029 | |||
| Whataburger University | San Antonio | 374 | 0.4 | % | 2/1/2018 | 2023 | |||
| $ | 14,794 | 15.7 | % |
(1) Annualized Base Rental Revenues represents the monthly base rent as of September 30, 2021 for each applicable tenant multiplied by 12.
(2) As of September 30, 2021, we had six leases with the same tenant occupying space at properties located in Phoenix, Houston and Austin. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2034, was $1,047,000, which represents approximately 1.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2024, was $42,000, which represents less than 0.1% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 8, 1991, and is scheduled to expire in 2026, was $344,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 1, 2000, and is scheduled to expire in 2025, was $353,000, which represents approximately 0.4% of our total annualized base rental
revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $318,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on October 19, 2016, and is scheduled to expire in 2025, was $425,000, which represents approximately 0.5% of our total annualized base rental revenue.
(3) As of September 30, 2021, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 9, 2004, and is scheduled to expire in 2024, was $281,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2009, and is scheduled to expire in 2029, was $729,000, which represents approximately 0.8% of our total annualized base rental revenue.
(4) As of September 30, 2021, we had five leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on August 16, 1994, and is scheduled to expire in 2038, was $22,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on January 27, 2006, and is scheduled to expire in 2023, was $136,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 1, 2004, and is scheduled to expire in 2024, was $38,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 1, 2014, and is scheduled to expire in 2024, was $749,000, which represents approximately 0.8% of our total annualized rental revenue. The annualized rental revenue for the lease that commenced on May 10, 2004, and is scheduled to expire in 2022, was $6,000, which represents less than 0.1% of our total annualized base rental revenue.
(5) As of September 30, 2021, we had four leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on November 3, 1996, and is scheduled to expire in 2049, was $279,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 2, 1987, and is scheduled to expire in 2027, was $189,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $181,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on August 24, 1996, and is scheduled to expire in 2056, was $298,000, which represents approximately 0.3% of our total annualized rental revenue.
(6) As of September 30, 2021, we had five leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on August 10, 1999, and is scheduled to expire in 2025, was $88,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on December 17, 2009, and is scheduled to expire in 2025, was $118,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on June 29, 2001, and is scheduled to expire in 2026, was $175,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 21, 2013, and is scheduled to expire in 2023, was $110,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 8, 2009, and is scheduled to expire in 2027, was $151,000, which represents approximately 0.2% of our total annualized base rental revenue.
(7) As of September 30, 2021, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 24, 1996, and is scheduled to expire in 2022, was $131,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 16, 1999, and is scheduled to expire in 2023, was $461,000, which represents approximately 0.5% of our total annualized base rental revenue.
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| TENANT TYPE SUMMARY | ||||||||
| As of September 30, 2021 | ||||||||
| % of Leased SF | % of ABR | |||||||
| Restaurants & Food Service | 18% | 24% | ||||||
| Grocery | 14% | 9% | ||||||
| Financial Services | 6% | 9% | ||||||
| Salons | 7% | 8% | ||||||
| Medical & Dental | 7% | 7% | ||||||
| Non Retail | 4% | 6% | ||||||
| General Retail | 7% | 5% | ||||||
| Home Décor And Improvement | 7% | 5% | ||||||
| Apparel | 4% | 4% | ||||||
| Education | 4% | 4% | ||||||
| Fitness | 5% | 4% | ||||||
| Local Services | 2% | 2% | ||||||
| Off-Price | 4% | 2% | ||||||
| Entertainment | 2% | 2% | ||||||
| Pet Supply & Services | 3% | 2% | ||||||
| Wireless | 1% | 2% | ||||||
| Pharmacies & Nutritional Supplies | 2% | 2% | ||||||
| Sporting Goods | 1% | 1% | ||||||
| Postal Services | 1% | 1% | ||||||
| Automotive Supply & Services | 1% | 1% | ||||||
| Total | 100% | 100% | ||||||
| Whitestone REIT and Subsidiaries | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| SUMMARY OF LEASING ACTIVITY | ||||||||
| Three Months Ended | Nine Months Ended | |||||||
| September 30, | September 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| RENEWALS | ||||||||
| Number of Leases | 65 | 46 | 170 | 145 | ||||
| Total Square Feet (1) | 148,574 | 172,174 | 438,357 | 477,341 | ||||
| Average Square Feet | 2,286 | 3,743 | 2,579 | 3,292 | ||||
| Total Lease Value | $ | 20,310,000 | $ | 9,679,000 | $ | 48,776,000 | $ | 35,358,000 |
| NEW LEASES | ||||||||
| Number of Leases | 38 | 32 | 119 | 77 | ||||
| Total Square Feet (1) | 90,143 | 85,196 | 282,207 | 181,413 | ||||
| Average Square Feet | 2,372 | 2,662 | 2,371 | 2,356 | ||||
| Total Lease Value | $ | 12,735,000 | $ | 9,861,000 | $ | 44,943,000 | $ | 21,131,000 |
| TOTAL LEASES | ||||||||
| Number of Leases | 103 | 78 | 289 | 222 | ||||
| Total Square Feet (1) | 238,717 | 257,370 | 720,564 | 658,754 | ||||
| Average Square Feet | 2,318 | 3,300 | 2,493 | 2,967 | ||||
| Total Lease Value | $ | 33,045,000 | $ | 19,540,000 | $ | 93,719,000 | $ | 56,489,000 |
(1) Represents the square footage as the result of new, renewal, expansion and contraction leases.
| Whitestone REIT and Subsidiaries | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SUMMARY OF LEASING ACTIVITY | |||||||||||||||||||||
| Type | Number of Leases Signed | Lease Value Signed | GLA Signed | Weighted Average Lease Term (2) | TI and Incentives (3) | TI and Incentives Per Sq. Ft. | Contractual Rent Per Sq. Ft. (4) | Prior Contractual Rent Per Sq. Ft. (5) | Annual Increase (Decrease) in Contractual Rent | Cash Basis Increase (Decrease) Over Prior Rent | Annual Increase (Decrease) in Straight-lined Rent | Straight-lined Basis Increase (Decrease) Over Prior Rent | |||||||||
| Comparable: (1) | |||||||||||||||||||||
| Comparable Total Leases: | |||||||||||||||||||||
| 3rd Quarter 2021 | 75 | $ | 21,174,759 | 159,787 | 4.8 | $ | 843,333 | $ | 5.28 | $ | 24.34 | $ | 23.62 | $ | 115,317 | 3.0 | % | $ | 468,826 | 13.1 | % |
| 2nd Quarter 2021 | 71 | 22,322,346 | 207,913 | 5.1 | 2,069,587 | 9.95 | 20.91 | 21.12 | (44,199) | (1.0) | % | 282,582 | 6.8 | % | |||||||
| 1st Quarter 2021 | 72 | 21,870,651 | 160,509 | 5.4 | 1,201,947 | 7.49 | 22.12 | 23.14 | (162,801) | (4.4) | % | 273,174 | 7.8 | % | |||||||
| 4th Quarter 2020 | 73 | 16,880,587 | 297,812 | 4.1 | 388,146 | 1.30 | 13.20 | 13.19 | 4,030 | 0.1 | % | 254,859 | 6.8 | % | |||||||
| Total - 12 months | 291 | $ | 82,248,343 | 826,021 | 4.7 | $ | 4,503,013 | $ | 5.45 | $ | 19.03 | $ | 19.13 | $ | (87,653) | (0.5) | % | $ | 1,279,441 | 8.5 | % |
| Comparable New Leases: | |||||||||||||||||||||
| 3rd Quarter 2021 | 13 | $ | 2,201,043 | 18,848 | 4.2 | $ | 101,472 | $ | 5.38 | $ | 23.72 | $ | 25.49 | $ | (33,336) | (6.9) | % | $ | 23,927 | 5.4 | % |
| 2nd Quarter 2021 | 19 | 5,852,882 | 39,326 | 5.6 | 892,966 | 22.71 | 25.01 | 25.52 | (19,839) | (2.0) | % | 29,940 | 3.1 | % | |||||||
| 1st Quarter 2021 | 26 | 11,296,796 | 56,578 | 6.7 | 1,002,823 | 17.72 | 23.87 | 26.52 | (149,925) | (10.0) | % | 75,001 | 5.3 | % | |||||||
| 4th Quarter 2020 | 20 | 4,653,817 | 30,371 | 5.5 | 291,222 | 9.59 | 23.58 | 26.73 | (95,836) | (11.8) | % | (42,922) | (5.4) | % | |||||||
| Total - 12 months | 78 | $ | 24,004,538 | 145,123 | 5.8 | $ | 2,288,483 | $ | 15.77 | $ | 24.10 | $ | 26.16 | $ | (298,936) | (7.9) | % | $ | 85,946 | 2.4 | % |
| Comparable Renewal Leases: | |||||||||||||||||||||
| 3rd Quarter 2021 | 62 | $ | 18,973,716 | 140,939 | 4.9 | $ | 741,861 | $ | 5.26 | $ | 24.43 | $ | 23.37 | $ | 148,653 | 4.5 | % | $ | 444,899 | 14.1 | % |
| 1st Quarter 2021 | 52 | 16,469,464 | 168,587 | 5.0 | 1,176,621 | 6.98 | 19.95 | 20.09 | (24,360) | (0.7) | % | 252,642 | 7.9 | % | |||||||
| 4th Quarter 2020 | 46 | 10,573,855 | 103,931 | 4.7 | 199,124 | 1.92 | 21.17 | 21.29 | (12,876) | (0.6) | % | 198,173 | 9.6 | % | |||||||
| 3rd Quarter 2020 | 53 | 12,226,770 | 267,441 | 3.9 | 96,924 | 0.36 | 12.02 | 11.65 | 99,866 | 3.2 | % | 297,781 | 10.1 | % | |||||||
| Total - 12 months | 213 | $ | 58,243,805 | 680,898 | 4.5 | $ | 2,214,530 | $ | 3.25 | $ | 17.95 | $ | 17.64 | $ | 211,283 | 1.8 | % | $ | 1,193,495 | 10.5 | % |
| Whitestone REIT and Subsidiaries | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||
| SUMMARY OF LEASING ACTIVITY | |||||||||||||||||||||
| (continued) | |||||||||||||||||||||
| Type | Number of Leases Signed | Lease Value Signed | GLA Signed | Weighted Average Lease Term (2) | TI and Incentives (3) | TI and Incentives per Sq. Ft. | Contractual Rent Per Sq. Ft. (4) | ||||||||||||||
| Total: | |||||||||||||||||||||
| New & Renewal | |||||||||||||||||||||
| 3rd Quarter 2021 | 103 | $ | 33,044,924 | 238,717 | 5.0 | $ | 2,040,458 | $ | 8.55 | $ | 24.44 | ||||||||||
| 2nd Quarter 2021 | 92 | 29,849,313 | 256,622 | 5.7 | 2,870,379 | 11.19 | 21.44 | ||||||||||||||
| 1st Quarter 2021 | 94 | 30,824,156 | 225,225 | 4.0 | 2,034,341 | 9.03 | 13.69 | ||||||||||||||
| 4th Quarter 2020 | 84 | 19,013,353 | 322,875 | 4.0 | 502,216 | 1.56 | 16.85 | ||||||||||||||
| Total - 12 months | 373 | $ | 112,731,746 | 1,043,439 | 4.9 | $ | 7,447,394 | $ | 7.14 | $ | 19.72 | ||||||||||
| New | |||||||||||||||||||||
| 3rd Quarter 2021 | 38 | $ | 12,734,682 | 90,143 | 5.2 | $ | 1,210,123 | $ | 13.42 | $ | 24.85 | ||||||||||
| 2nd Quarter 2021 | 35 | 12,312,470 | 75,071 | 5.9 | 1,652,986 | 22.02 | 24.44 | ||||||||||||||
| 1st Quarter 2021 | 46 | 19,895,385 | 116,993 | 6.7 | 1,832,500 | 15.66 | 21.62 | ||||||||||||||
| 4th Quarter 2020 | 28 | 6,477,724 | 49,664 | 4.9 | 401,475 | 8.08 | 22.27 | ||||||||||||||
| Total - 12 months | 147 | $ | 51,420,261 | 331,871 | 5.8 | $ | 5,097,084 | $ | 15.36 | $ | 23.23 | ||||||||||
| Renewal | |||||||||||||||||||||
| 3rd Quarter 2021 | 65 | $ | 20,310,242 | 148,574 | 5.0 | $ | 830,335 | $ | 5.59 | $ | 24.19 | ||||||||||
| 2nd Quarter 2021 | 57 | 17,536,843 | 181,551 | 4.9 | 1,217,393 | 6.71 | 20.12 | ||||||||||||||
| 1st Quarter 2021 | 48 | 10,928,771 | 108,232 | 4.7 | 201,841 | 1.86 | 21.24 | ||||||||||||||
| 4th Quarter 2020 | 56 | 12,535,629 | 273,211 | 3.9 | 100,741 | 0.37 | 12.13 | ||||||||||||||
| Total - 12 months | 226 | $ | 61,311,485 | 711,568 | 4.5 | $ | 2,350,310 | $ | 3.30 | $ | 18.07 |
(1) Comparable leases represent leases signed on spaces for which there was a former tenant within the last twelve months and the new or renewal square footage was within 25% of the expired square footage.
(2) Weighted average lease term is determined on the basis of square footage.
(3) Estimated amount per signed lease. Actual cost of construction may vary.
(4) Contractual rent represents contractual minimum rent under the new lease for the first month, excluding concessions.
(5) Prior contractual rent represents contractual minimum rent under the prior lease for the final month.
| Whitestone REIT and Subsidiaries | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| LEASE EXPIRATIONS(1) | ||||||||||
| Annualized Base Rent(2) | ||||||||||
| Gross Leasable Area | as of September 30, 2021 | |||||||||
| Year | Number of<br>Leases | Square Feet | Percent<br>of Gross Leasable Area | Amount<br>(in thousands) | Percent of<br>Total | Per Square Foot | ||||
| 2021 | 260 | 320,883 | 6.3 | % | $ | 5,106 | 5.5 | % | $ | 15.91 |
| 2022 | 288 | 648,636 | 12.7 | % | 12,700 | 13.6 | % | 19.58 | ||
| 2023 | 218 | 660,372 | 12.9 | % | 12,763 | 13.7 | % | 19.33 | ||
| 2024 | 216 | 756,691 | 14.8 | % | 16,093 | 17.2 | % | 21.27 | ||
| 2025 | 194 | 760,836 | 14.9 | % | 14,120 | 15.1 | % | 18.56 | ||
| 2026 | 145 | 533,162 | 10.4 | % | 10,734 | 11.5 | % | 20.13 | ||
| 2027 | 56 | 222,024 | 4.3 | % | 4,961 | 5.3 | % | 22.34 | ||
| 2028 | 38 | 172,559 | 3.4 | % | 3,952 | 4.2 | % | 22.90 | ||
| 2029 | 21 | 160,906 | 3.1 | % | 3,042 | 3.3 | % | 18.91 | ||
| 2030 | 24 | 73,243 | 1.4 | % | 2,286 | 2.4 | % | 31.21 | ||
| Total | 1,460 | 4,309,312 | 84.2 | % | $ | 85,757 | 91.8 | % | $ | 19.90 |
(1) Lease expirations table reflects rents in place as of September 30, 2021, and does not include option periods.
(2) Annualized Base Rent represents the monthly base rent as of September 30, 2021 for each tenant multiplied by 12.
| Whitestone REIT and Subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Property Details | |||||||||||
| As of September 30, 2021 | |||||||||||
| Community Name | Location | Year Built/<br>Renovated | Gross Leasable<br>Square Feet | Percent<br><br>Occupied at<br><br>09/30/2021 | Annualized Base<br><br>Rental Revenue<br><br>(in thousands) (1) | Average<br><br>Base Rental<br><br>Revenue Per<br><br>Sq. Ft. (2) | Average Net Effective Annual Base Rent Per Leased Sq. Ft.(3) | ||||
| Whitestone Properties: | |||||||||||
| Ahwatukee Plaza | Phoenix | 1979 | 72,650 | 81 | % | $ | 648 | $ | 11.01 | $ | 13.42 |
| Anthem Marketplace | Phoenix | 2000 | 113,293 | 88 | % | 1,519 | 15.24 | 14.99 | |||
| Anthem Marketplace Phase II | Phoenix | 2019 | 6,853 | 100 | % | 235 | 34.23 | 34.00 | |||
| Bissonnet/Beltway | Houston | 1978 | 29,205 | 93 | % | 412 | 15.17 | 14.69 | |||
| BLVD Place | Houston | 2014 | 216,944 | 100 | % | 9,291 | 42.83 | 43.62 | |||
| The Citadel | Phoenix | 2013 | 28,547 | 99 | % | 508 | 17.97 | 17.97 | |||
| City View Village | San Antonio | 2005 | 17,870 | 100 | % | 556 | 31.11 | 30.37 | |||
| Davenport Village | Austin | 1999 | 128,934 | 95 | % | 3,130 | 25.55 | 25.91 | |||
| Desert Canyon | Phoenix | 2000 | 62,533 | 88 | % | 772 | 14.03 | 14.92 | |||
| Eldorado Plaza | Dallas | 2004 | 219,287 | 95 | % | 3,237 | 15.54 | 15.95 | |||
| Fountain Hills | Phoenix | 2009 | 111,289 | 88 | % | 1,602 | 16.36 | 16.41 | |||
| Fountain Square | Phoenix | 1986 | 118,209 | 90 | % | 1,859 | 17.47 | 17.62 | |||
| Fulton Ranch Towne Center | Phoenix | 2005 | 120,575 | 96 | % | 2,033 | 17.56 | 17.88 | |||
| Gilbert Tuscany Village | Phoenix | 2009 | 49,415 | 89 | % | 925 | 21.03 | 20.44 | |||
| Gilbert Tuscany Village Hard Corner | Phoenix | 2009 | 14,603 | 100 | % | 124 | 8.49 | 8.90 | |||
| Heritage | Dallas | 2006 | 70,431 | 100 | % | 1,657 | 23.53 | 23.08 | |||
| HQ Village | Dallas | 2009 | 89,134 | 83 | % | 2,409 | 32.56 | 34.79 | |||
| Keller Place | Dallas | 2001 | 93,541 | 93 | % | 970 | 11.15 | 11.36 | |||
| Kempwood Plaza | Houston | 1974 | 91,302 | 88 | % | 1,205 | 15.00 | 15.20 | |||
| La Mirada | Phoenix | 1997 | 147,209 | 89 | % | 3,170 | 24.20 | 23.57 | |||
| Las Colinas | Dallas | 2000 | 104,919 | 80 | % | 2,279 | 27.15 | 26.04 | |||
| Lion Square | Houston | 2014 | 117,592 | 88 | % | 1,618 | 15.64 | 15.60 | |||
| The MarketPlace at Central | Phoenix | 2012 | 111,130 | 98 | % | 1,096 | 10.06 | 9.63 | |||
| Market Street at DC Ranch | Phoenix | 2003 | 244,888 | 96 | % | 5,133 | 21.83 | 21.14 | |||
| Mercado at Scottsdale Ranch | Phoenix | 1987 | 118,730 | 86 | % | 1,677 | 16.42 | 16.06 | |||
| Paradise Plaza | Phoenix | 1983 | 125,898 | 90 | % | 1,578 | 13.93 | 13.04 | |||
| Parkside Village North | Austin | 2005 | 27,045 | 100 | % | 876 | 32.39 | 38.12 | |||
| Parkside Village South | Austin | 2012 | 90,101 | 100 | % | 2,210 | 24.53 | 26.99 | |||
| Pima Norte | Phoenix | 2007 | 35,110 | 62 | % | 356 | 16.35 | 17.92 | |||
| Pinnacle of Scottsdale | Phoenix | 1991 | 113,108 | 98 | % | 2,497 | 22.53 | 22.20 | |||
| Pinnacle Phase II | Phoenix | 2017 | 27,063 | 100 | % | 838 | 30.96 | 29.49 | |||
| The Promenade at Fulton Ranch | Phoenix | 2007 | 98,792 | 80 | % | 1,096 | 13.87 | 13.40 | |||
| Providence | Houston | 1980 | 90,327 | 92 | % | 1,062 | 12.78 | 13.22 | |||
| Quinlan Crossing | Austin | 2012 | 109,892 | 97 | % | 2,556 | 23.98 | 23.89 | |||
| Seville | Phoenix | 1990 | 90,042 | 88 | % | 2,581 | 32.57 | 32.41 | |||
| Shaver | Houston | 1978 | 21,926 | 94 | % | 337 | 16.35 | 16.35 | |||
| Shops at Pecos Ranch | Phoenix | 2009 | 78,767 | 88 | % | 1,782 | 25.71 | 27.19 | |||
| Shops at Starwood | Dallas | 2006 | 55,385 | 100 | % | 1,773 | 32.01 | 31.56 | |||
| The Shops at Williams Trace | Houston | 1985 | 132,991 | 84 | % | 1,938 | 17.35 | 18.42 | |||
| South Richey | Houston | 1980 | 69,928 | 96 | % | 704 | 10.49 | 10.55 | |||
| Spoerlein Commons | Chicago | 1987 | 41,455 | 88 | % | 700 | 19.19 | 20.42 | |||
| Starwood Phase II | Dallas | 2016 | 35,351 | 90 | % | 1,174 | 36.90 | 38.50 | |||
| Strand | San Antonio | 2000 | 73,920 | 100 | % | 1,753 | 23.71 | 26.27 | |||
| SugarPark Plaza | Houston | 1974 | 95,032 | 97 | % | 1,135 | 12.31 | 12.35 | |||
| Sunridge | Houston | 1979 | 49,359 | 90 | % | 668 | 15.04 | 15.26 | |||
| Sunset at Pinnacle Peak | Phoenix | 2000 | 41,530 | 97 | % | 768 | 19.06 | 19.76 | |||
| Terravita Marketplace | Phoenix | 1997 | 102,733 | 75 | % | 1,165 | 15.12 | 15.30 | |||
| Town Park | Houston | 1978 | 43,526 | 96 | % | 1,009 | 24.15 | 23.96 | |||
| Dana Park | Phoenix | 2009 | 323,026 | 79 | % | 5,730 | 22.45 | 22.23 | |||
| Westchase | Houston | 1978 | 50,332 | 77 | % | 631 | 16.28 | 16.26 | |||
| Williams Trace Plaza | Houston | 1983 | 129,222 | 90 | % | 1,812 | 15.58 | 14.60 | |||
| Windsor Park | San Antonio | 2012 | 196,458 | 97 | % | 1,960 | 10.29 | 10.10 | |||
| Woodlake Plaza | Houston | 1974 | 106,169 | 67 | % | 1,194 | 16.79 | 17.32 | |||
| Total/Weighted Average - Whitestone Properties | 4,953,571 | 90 | % | 89,948 | 20.18 | 20.35 | |||||
| Development Properties: | |||||||||||
| Lakeside Market | Dallas | 2000 | 162,649 | 80 | % | 3,143 | $ | 24.15 | 24.89 | ||
| Total/Weighted Average - Development Properties | |||||||||||
| Land Held for Development: | |||||||||||
| BLVD Phase II-B | Houston | N/A | — | — | — | — | — | ||||
| Dana Park Development | Phoenix | N/A | — | — | — | — | — | ||||
| Eldorado Plaza Development | Dallas | N/A | — | — | — | — | — | ||||
| Fountain Hills | Phoenix | N/A | — | — | — | — | — | ||||
| Market Street at DC Ranch | Phoenix | N/A | — | — | — | — | — | ||||
| Total/Weighted Average - Land Held For Development (5) | — | — | — | — | — | ||||||
| Grand Total/Weighted Average - Whitestone Properties | 5,116,220 | 90 | % | $ | 93,091 | $ | 20.22 | $ | 20.41 | ||
| Properties owned in Unconsolidated Real Estate Partnership (81.4% ownership): | |||||||||||
| 9101 LBJ Freeway | Dallas | 1985 | 125,874 | 48 | % | $ | 1,112 | $ | 18.40 | $ | 18.37 |
| Corporate Park Northwest | Houston | 1981 | 174,359 | 74 | % | 1,825 | 14.14 | 13.92 | |||
| Corporate Park Woodland II | Houston | 2000 | 14,344 | 100 | % | 248 | 17.29 | 17.34 | |||
| Holly Hall Industrial Park | Houston | 1980 | 90,000 | 57 | % | 373 | 7.27 | 7.27 | |||
| Holly Knight | Houston | 1984 | 20,015 | 100 | % | 431 | 21.53 | 21.53 | |||
| Interstate 10 Warehouse | Houston | 1980 | 151,000 | 12 | % | 120 | 6.62 | 6.51 | |||
| Uptown Tower | Dallas | 1982 | 253,981 | 64 | % | 4,176 | 25.69 | 25.25 | |||
| Westgate Service Center | Houston | 1984 | 97,225 | 90 | % | 731 | 8.35 | 8.16 | |||
| Total/Weighted Average - Unconsolidated Properties | 926,798 | 59 | % | $ | 9,016 | $ | 16.49 | $ | 16.27 |
(1) Calculated as the tenant’s actual September 30, 2021 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of September 30, 2021. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of September 30, 2021 equaled approximately $297,326 for the month ended September 30, 2021.
(2) Calculated as annualized base rent divided by leased square feet as of September 30, 2021.
(3) Represents (i) the contractual base rent for leases in place as of September 30, 2021, adjusted to a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of September 30, 2021.
(4) Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant development, redevelopment or re-tenanting.
(5) As of September 30, 2021, these parcels of land were held for development and, therefore, had no gross leasable area.
