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): March 6, 2024
Whitestone REIT
(Exact name of registrant as specified in charter)
| Maryland | 001-34855 | 76-0594970 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2600 South Gessner, Suite 500, | ||
| --- | --- | |
| Houston, Texas | 77063 | |
| (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 |
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 6, 2024, Whitestone REIT (the “Company”) announced its financial results for the three and twelve months ended December 31, 2023. A copy of the Company’s March 6, 2024 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 March 6, 2024.
99.2 Quarterly Supplemental Operating and Financial Data Package for Whitestone REIT for the three and twelve months ended December 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
EXHIBIT INDEX
| 99.1 | Press release of Whitestone REIT, dated March 6, 2024. |
|---|---|
| 99.2 | Quarterly Supplemental Operating and Financial Data for Whitestone REIT for the three and twelve months ended December 31, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | March 6, 2024 | By: /s/ John S. Hogan |
| Name: John S. Hogan<br><br> <br>Title: Chief Financial Officer |
ex_626444.htm
Exhibit 99.1
WHITESTONE REIT
REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS
Houston, Texas, March 6, 2024 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the fourth quarter and full year of 2023. Whitestone creates neighborhood center communities in its high-quality open-air shopping centers that it acquires, owns, manages, develops, and redevelops primarily in some of the largest, fastest-growing, high-household-income markets in the Sunbelt.
“I am proud of the work and dedication of the Whitestone team in executing our strategic priorities and steadfastly serving our tenants and our neighborhood communities. We finished the year on a very strong note: hitting record occupancy of 94.2%, GAAP leasing spreads of nearly 22% and achieving a year-over-year revenue increase in excess of 5%. We initiated 2024 Core FFO per share guidance of $0.98 - $1.04 and were pleased to grow the dividend by 3% as announced yesterday. I am fully confident that our stellar financial performance and actions will position Whitestone to deliver attractive profitable growth and drive substantial value for all of our stakeholders in the years ahead.”
| – Dave Holeman, Chief Executive Officer |
|---|
Fourth Quarter 2023 Operating and Financial Results
All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.
Reconciliations of Net Income Attributable to Whitestone REIT to FFO, Core FFO, NOI and EBITDAre are included herein.
| • | Revenues of $37.5 million versus $34.9 million for the fourth quarter of 2022. |
|---|---|
| • | Net Income attributable to common shareholders of $1.5 million, or $0.03 per diluted share, versus $19.9 million, or $0.40 per diluted share for the fourth quarter of 2022. |
| --- | --- |
| • | Funds from Operations (“FFO”) per diluted share of $0.21 versus $0.23 for the fourth quarter of 2022. |
| --- | --- |
| • | Core FFO per diluted share of $0.24 versus $0.23 for the fourth quarter of 2022. |
| --- | --- |
| • | EBITDAre of $21.0 million versus $20.3 million for the fourth quarter of 2022. |
| --- | --- |
| • | Same-Store Net Operating Income (“NOI”) grew 2.4% to $24.0 million versus $23.4 million for the fourth quarter of 2022. |
| --- | --- |
| • | Net Effective Annual Base Rental Revenue per leased square foot was up 6.2% to $23.35, compared to the prior year quarter. |
| --- | --- |
Full Year 2023 Operating and Financial Results
All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.
| • | Revenues of $147.0 million versus $139.4 million for 2022. |
|---|---|
| • | Net Income attributable to common shareholders of $19.2 million, or $0.38 per diluted share, versus $35.3 million, or $0.71 per diluted share for 2022. |
| --- | --- |
| • | Funds from Operations (“FFO”) per diluted share of $0.88 versus $1.03 for 2022. |
| --- | --- |
| • | Core FFO per diluted share of $0.91 versus $1.03 for 2022. |
| --- | --- |
| • | EBITDAre of $81.0 million versus $80.8 million for 2022. |
| --- | --- |
| • | Same-Store Net Operating Income (“NOI”) grew 2.7% to $92.8 million versus $90.4 million for 2022. |
| --- | --- |
Operating Results
For the three-month periods ending December 31, 2023 and 2022, the Company’s operating highlights were as follows:
| Fourth Quarter 2023 | Fourth Quarter 2022 | |
|---|---|---|
| Occupancy: | ||
| Wholly Owned Properties – All | 94.2% | 93.7% |
| >10,000 Sq Ft Occupancy | 97.5% | 98.0% |
| ≤ 10,000 Sq Ft Occupancy | 92.1% | 91.2% |
| Same Store Property Net Operating Income Change (1) | 2.4% | 7.1% |
| Rental Rate Growth - Total (GAAP Basis): | 21.8% | 23.5% |
| New Leases | 37.3% | 24.3% |
| Renewal Leases | 15.3% | 23.2% |
| Leasing Transactions: | ||
| Number of New Leases | 44 | 22 |
| New Leases - Lease Term Revenue (millions) | $26.7 | $27.5 |
| Number of Renewal Leases | 32 | 38 |
| Renewal Leases - Lease Term Revenue (millions) | $23.6 | $9.7 |
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Balance Sheet and Debt Metrics
| • | As of December 31, 2023, Whitestone had total debt of $640.5 million, along with capacity and availability of $104.0 million each under its $250 million revolving credit facility |
|---|---|
| • | As of December 31, 2023, the Company has undepreciated real estate assets of $1.2 billion. |
| --- | --- |
Dividend
On March 5, 2024, the Company declared a quarterly cash distribution of $0.12375 per common share and OP unit for the second quarter of 2024, to be paid in three equal installments of $0.04125 in April, May, and June of 2024. The second quarter dividend represents a 3.13% increase from the first quarter of 2024.
2024 Full Year Guidance
The Company currently estimates that U.S. generally accepted accounting principles (“GAAP”) net income available to common shareholders will be within the range of $0.32 to $0.38 per diluted share, and Core FFO will be within the range of $0.98 to $1.04 per diluted share and OP Unit.
| Initial 2024 Guidance | 2023 Actual | |
|---|---|---|
| (unaudited, amounts in thousands except per share and percentages) | ||
| Net income attributable to Whitestone REIT | $16,600 - $19,600 | $19,180 |
| Core FFO ^(1)^ | $50,985 - $53,985 | $46,765 |
| Net income attributable to Whitestone REIT per share | $0.32 - $0.38 | $0.38 |
| Core FFO per diluted share and OP Unit ^(1)^ | $0.98 - $1.04 | $0.91 |
| Key Drivers: | ||
| Same store net operating income growth (2) | 2.5% - 4.0% | 2.7% |
| Bad debt as a percentage of revenue | 0.60% - 1.10% | 0.65% |
| General and administrative expense | $19,700 - $21,200 | $20,653 |
| Interest expense | $32,600 - $34,100 | $32,866 |
| Ending occupancy | 93.8% - 94.8% | 94.20% |
| Net Debt to EBITDAre Ratio (3) | 7.0X - 6.6X | 7.5X |
| ^(1)^ | For the reconciliation of forward-looking non-GAAP financial measure to the comparable GAAP financial measure, see the “Core FFO per diluted share and OP unit” reconciliation table. Core Funds from Operations (“Core FFO”) is a non-GAAP measure. | |
| --- | --- | |
| ^(2)^ | Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods. | |
| --- | --- | |
| ^(3)^ | Fourth quarter annualized EBITDAre. For the reconciliation of Net Debt to EBITDAre Ratio, a non-GAAP financial measure, to the comparable GAAP financial measure, see the "Earnings Before Interest, Tax, Depreciation and Amortization for Real Estate (EBITDAre)" reconciliation table. | |
| --- | --- |
Portfolio Statistics
As of December 31, 2023, Whitestone wholly owned 55 Community-Centered Properties™ with approximately 5.0 million square feet of gross leasable area (“GLA”). Five of the 55 Community-Centered Properties™ are land parcels held for future development. The portfolio is comprised of 29 properties in Texas and 26 in Arizona. Whitestone’s Community-Centered Properties™ are located in the MSA's of Austin (5), Dallas-Fort Worth (9), Houston (12), Phoenix (26), and San Antonio (3). The Company’s properties in these markets are generally in high-traffic locations, surrounded by high-household-income communities. The Company also owns an 81.4% equity interest in eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.
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At the end of the fourth quarter, the Company’s diversified tenant base was comprised of 1,453 tenants, with the largest tenant accounting for only 2.1% of annualized base rental revenues. No single tenant exceeded 2.1% of total revenues. Lease terms range from less than one year for smaller tenants to more than 15 years for larger tenants. Whitestone’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.
Conference Call Information
In conjunction with the issuance of its financial results, the Company invites you to listen to its earnings release conference call to be broadcast live on Thursday, March 7, 2024, at 8:30 A.M Eastern Time / 7:30 A.M. Central Time. The call will be led by Dave Holeman, Chief Executive Officer. Conference call access information is as follows:
To listen to a webcast of the conference call, click on the Investor Relations tab of the Company’s website, www.whitestonereit.com, and then click on the webcast link. A replay of the call will be available on Whitestone’s website via the webcast link until the Company’s next earnings release. Additional information about Whitestone can be found on the Company’s website.
| Dial-in number for domestic participants: | 1-877-407-0784 |
|---|---|
| Dial-in number for international participants: | 1-201-689-8560 |
The conference call will be recorded, and a telephone replay will be available through Thursday, March 21, 2024. Replay access information is as follows:
| Replay number for domestic participants: | 1-844-512-2921 |
|---|---|
| Replay number for international participants: | 1-412-317-6671 |
| Passcode (for all participants): | 13742561 |
Supplemental Financial Information
The fourth quarter earnings release and supplemental data package will be located in the “News and Events” and “Financial Reporting” tabs of the Investor Relations section of the Company’s website at www.whitestonereit.com. The earnings release and supplemental data package will also be available by mail upon request. To receive a copy, please call Investor Relations at (713) 435-2219.
About Whitestone REIT
Whitestone REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.
Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit www.whitestonereit.com.
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Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition and results of operations, statements related to our expectations regarding the performance of our business, and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of public health emergencies, such as COVID-19, on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; increases in interest rates, including as a result of inflation operating costs or general and administrative expenses; our current geographic concentration in the Houston and Phoenix metropolitan area makes us susceptible to local economic downturns and natural disasters, such as floods and hurricanes, which may increase as a result of climate change, increasing focus by stakeholders on environmental, social, and governance matters, financial institution disruption; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; risks related to generative artificial intelligence tools and language models, along with the potential interpretations and conclusions they might make regarding our business and prospects, particularly concerning the spread of misinformation; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip and unrest in the Middle East; the need to fund tenant improvements or other capital expenditures out of operating cash flow; the extent to which our estimates regarding Pillarstone REIT Operating Partnership LP's financial condition and results of operations differ from actual results; and the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.
Non-GAAP Financial Measures
This release contains supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”) including EBITDAre, FFO, NOI and net debt. Following are explanations and reconciliations of these metrics to their most comparable GAAP metric.
EBITDAre: The National Association of Real Estate Investment Trusts (“NAREIT”) defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization and impairment write-downs of depreciable property and of investments in unconsolidated affiliates caused by a decrease in value of depreciable property in the affiliate, plus or minus losses and gains on the disposition of depreciable property, including losses/gains on change in control and adjustments to reflect the entity’s share of EBITDAre of the unconsolidated affiliates and consolidated affiliates with non-controlling interests. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. Management believes that EBITDAre represents a supplemental non-GAAP performance measure that provides investors with a relevant basis for comparing REITs. There can be no assurance the EBITDAre as presented by the Company is comparable to similarly titled measures of other REITs. EBITDAre should not be considered as an alternative to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. EBITDAre does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.
FFO: Funds From Operations: The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We calculate FFO in a manner consistent with the NAREIT definition and also include adjustments for our unconsolidated real estate partnership.
Core Funds from Operations (“Core FFO”) is a non-GAAP measure. From time to time, we report or provide guidance with respect to “Core FFO” which removes the impact of certain non-recurring and non-operating transactions or other items we do not consider to be representative of our core operating results including, without limitation, default interest on debt of real estate partnership, extinguishment of debt cost, gains or losses associated with litigation involving the Company that is not in the normal course of business, and proxy contest professional fees.
Management uses FFO and Core FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income (loss) alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself. In addition, securities analysts, investors and other interested parties use FFO and Core FFO as the primary metric for comparing the relative performance of equity REITs. FFO and Core FFO should not be considered as an alternative to net income or other measurements under GAAP, as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO and Core FFO do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. Although our calculation of FFO is consistent with that of NAREIT, there can be no assurance that FFO and Core FFO presented by us is comparable to similarly titled measures of other REITs.
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NOI: Net Operating Income: Management believes that NOI is a useful measure of our property operating performance. We define NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Other REITs may use different methodologies for calculating NOI and, accordingly, our NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets, and includes NOI of real estate partnership (pro rata) and net income attributable to noncontrolling interest, it provides a performance measure that, when compared year-over-year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. We use NOI to evaluate our operating performance since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, lease rates and tenant base have on our results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about our property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of our overall financial performance since it does not reflect the level of capital expenditure and leasing costs necessary to maintain the operating performance of our properties, including general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets.
Same Store NOI: Management believes that Same Store NOI is a useful measure of the Company’s property operating performance because it includes only the properties that have been owned for the entire period being compared, and it is frequently used by the investment community. Same Store NOI assists in eliminating differences in NOI due to the acquisition or disposition of properties during the period being presented, providing a more consistent measure of the Company’s performance. The Company defines Same Store NOI as operating revenues (rental and other revenues, excluding straight-line rent adjustments, amortization of above/below market rents, and lease termination fees) less property and related expenses (property operation and maintenance and real estate taxes), Non-Same Store NOI, and NOI of our investment in Pillarstone OP (pro rata). We define “Non-Same Stores” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. Other REITs may use different methodologies for calculating Same Store NOI, and accordingly, the Company's Same Store NOI may not be comparable to that of other REITs.
Net debt: We present net debt, which we define as total debt net of insurance financing less cash plus our proportional share of net debt of real estate partnership, and net debt to pro forma EBITDAre, which we define as net debt divided by EBITDAre because we believe they are helpful as supplemental measures in assessing our ability to service our financing obligations and in evaluating balance sheet leverage against that of other REITs. However, net debt and net debt to pro forma EBITDAre should not be viewed as a stand-alone measure of our overall liquidity and leverage. In addition, other REITs may use different methodologies for calculating net debt and net debt to pro forma EBITDAre, and accordingly our net debt and net debt to pro forma EBITDAre may not be comparable to that of other REITs.
Investor and Media Relations:
David Mordy
Director, Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com
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| Whitestone REIT and Subsidiaries | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||||
| (in thousands, except share and per share data) | |||||
| December 31, 2022 | |||||
| --- | --- | --- | --- | --- | --- |
| ASSETS | |||||
| Real estate assets, at cost | |||||
| Property | 1,221,466 | $ | 1,199,041 | ||
| Accumulated depreciation | (229,767 | ) | (208,286 | ) | |
| Total real estate assets | 991,699 | 990,755 | |||
| Investment in real estate partnership | 31,671 | 34,826 | |||
| Cash and cash equivalents | 4,572 | 6,166 | |||
| Restricted cash | 68 | 189 | |||
| Escrows and deposits | 24,148 | 12,827 | |||
| Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) | 30,592 | 25,570 | |||
| Receivable due from related party | 1,513 | 1,377 | |||
| Unamortized lease commissions, legal fees and loan costs | 13,783 | 12,697 | |||
| Prepaid expenses and other assets(2) | 4,765 | 7,838 | |||
| Finance lease right-of-use assets | 10,428 | 10,522 | |||
| Total assets | 1,113,239 | $ | 1,102,767 | ||
| LIABILITIES AND EQUITY | |||||
| Liabilities: | |||||
| Notes payable | 640,172 | $ | 625,427 | ||
| Accounts payable and accrued expenses(3) | 36,513 | 36,154 | |||
| Payable due to related party | 1,577 | 1,561 | |||
| Tenants' security deposits | 8,614 | 8,428 | |||
| Dividends and distributions payable | 6,025 | 6,008 | |||
| Finance lease liabilities | 721 | 735 | |||
| Total liabilities | 693,622 | 678,313 | |||
| Commitments and contingencies: | — | — | |||
| Equity: | |||||
| Preferred shares, 0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and December 31, 2022 | — | — | |||
| Common shares, 0.001 par value per share; 400,000,000 shares authorized; 49,610,831 and 49,422,716 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 50 | 49 | |||
| Additional paid-in capital | 628,079 | 624,785 | |||
| Accumulated deficit | (216,963 | ) | (212,366 | ) | |
| Accumulated other comprehensive income | 2,576 | 5,980 | |||
| Total Whitestone REIT shareholders' equity | 413,742 | 418,448 | |||
| Noncontrolling interest in subsidiary | 5,875 | 6,006 | |||
| Total equity | 419,617 | 424,454 | |||
| Total liabilities and equity | 1,113,239 | $ | 1,102,767 |
All values are in US Dollars.
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| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||||
| (in thousands) | ||||||
| December 31, 2023 | December 31, 2022 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| ^(1)^Accrued rents and accounts receivable, net of allowance for doubtful accounts | ||||||
| Tenant receivables | $ | 16,287 | $ | 16,828 | ||
| Accrued rents and other recoveries | 26,751 | 22,103 | ||||
| Allowance for doubtful accounts | (13,570 | ) | (13,822 | ) | ||
| Other receivables | 1,124 | 461 | ||||
| Total accrued rents and accounts receivable, net of allowance for doubtful accounts | $ | 30,592 | $ | 25,570 | ||
| (2) Operating lease right of use assets (net) | $ | 109 | $ | 124 | ||
| (3) Operating lease liabilities | $ | 112 | $ | 129 |
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| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Rental^(1)^ | $ | 37,247 | $ | 34,700 | $ | 145,652 | $ | 138,200 | ||||
| Management, transaction, and other fees | 277 | 218 | 1,317 | 1,221 | ||||||||
| Total revenues | 37,524 | 34,918 | 146,969 | 139,421 | ||||||||
| Operating expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Depreciation and amortization | 8,428 | 8,046 | 32,966 | 31,707 | ||||||||
| Operating and maintenance | 8,101 | 6,435 | 27,948 | 25,688 | ||||||||
| Real estate taxes | 3,848 | 3,740 | 18,016 | 17,607 | ||||||||
| General and administrative | 5,002 | 5,003 | 20,653 | 18,066 | ||||||||
| Total operating expenses | 25,379 | 23,224 | 99,583 | 93,068 | ||||||||
| Other expenses (income) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest expense | 8,303 | 8,082 | 32,866 | 27,193 | ||||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | |||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | ||||||||
| Interest, dividend and other investment income | (2 | ) | (22 | ) | (51 | ) | (65 | ) | ||||
| Total other expenses | 8,943 | (8,710 | ) | 24,331 | 10,370 | |||||||
| Income before equity investment in real estate partnership and income tax | 3,202 | 20,404 | 23,055 | 35,983 | ||||||||
| Equity (deficit) in earnings of real estate partnership | (1,528 | ) | (65 | ) | (3,155 | ) | 239 | |||||
| Provision for income tax | (111 | ) | (109 | ) | (450 | ) | (422 | ) | ||||
| Net Income | 1,563 | 20,230 | 19,450 | 35,800 | ||||||||
| Less: Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | ||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 |
8
| Whitestone REIT and Subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||||||||||
| (in thousands, except per share data) | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | ||||||||
| Basic Earnings Per Share: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.03 | $ | 0.40 | $ | 0.39 | $ | 0.72 | |||
| Diluted Earnings Per Share: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.03 | $ | 0.40 | $ | 0.38 | $ | 0.71 | |||
| Weighted average number of common shares outstanding: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic | 49,586 | 49,384 | 49,501 | 49,256 | |||||||
| Diluted | 51,064 | 50,126 | 50,813 | 49,950 | |||||||
| Consolidated Statements of Comprehensive Income (Loss) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net income | $ | 1,563 | $ | 20,230 | $ | 19,450 | $ | 35,800 | |||
| Other comprehensive income (loss) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Unrealized gain (loss) on cash flow hedging activities | (10,054 | ) | (1,698 | ) | (3,452 | ) | 12,925 | ||||
| Comprehensive income | (8,491 | ) | 18,532 | 15,998 | 48,725 | ||||||
| Less: Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | |||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | (139 | ) | (24 | ) | (48 | ) | 191 | ||||
| Comprehensive income attributable to Whitestone REIT | $ | (8,374 | ) | $ | 18,265 | $ | 15,776 | $ | 48,004 |
9
| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| ^(1)^Rental | ||||||||||||
| Rental revenues | $ | 26,714 | $ | 26,090 | $ | 105,494 | $ | 101,113 | ||||
| Recoveries | 10,538 | 9,151 | 41,109 | 38,243 | ||||||||
| Bad debt | (5 | ) | (541 | ) | (951 | ) | (1,156 | ) | ||||
| Total rental | $ | 37,247 | $ | 34,700 | $ | 145,652 | $ | 138,200 |
10
| Whitestone REIT and Subsidiaries<br><br> <br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br> <br>(in thousands) | ||||||
|---|---|---|---|---|---|---|
| Year Ended December 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | |||||
| Cash flows from operating activities: | **** | **** | ||||
| Net income | $ | 19,450 | $ | 35,800 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | **** | **** | ||||
| Depreciation and amortization | 32,966 | 31,707 | ||||
| Amortization of deferred loan costs | 1,089 | 1,100 | ||||
| Gain on sale of properties | (9,006 | ) | (16,950 | ) | ||
| Loss on disposal of assets | 522 | 192 | ||||
| Bad debt | 951 | 1,156 | ||||
| Share-based compensation | 3,727 | 1,511 | ||||
| (Equity) deficit in earnings of real estate partnership | 3,155 | (239 | ) | |||
| Amortization of right-of-use assets - finance leases | 94 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Escrows and deposits | 2,312 | (1,504 | ) | |||
| Accrued rents and accounts receivable | (5,973 | ) | (4,331 | ) | ||
| Receivable due from related party | (136 | ) | (530 | ) | ||
| Unamortized lease commissions, legal fees and loan costs | (4,592 | ) | (3,386 | ) | ||
| Prepaid expenses and other assets | 2,484 | 1,749 | ||||
| Accounts payable and accrued expenses | 355 | (2,766 | ) | |||
| Payable due to related party | 16 | 564 | ||||
| Tenants' security deposits | 186 | 358 | ||||
| Net cash provided by operating activities | 47,600 | 44,431 | ||||
| Cash flows from investing activities: | **** | **** | ||||
| Acquisitions of real estate | (25,474 | ) | (16,992 | ) | ||
| Acquisition of ground lease | — | (9,786 | ) | |||
| Additions to real estate | (17,055 | ) | (13,659 | ) | ||
| Proceeds from sales of properties | 19,847 | 33,723 | ||||
| Escrowed loan repayment on behalf of real estate partnership | (13,633 | ) | — | |||
| Net cash used in investing activities | (36,315 | ) | (6,714 | ) | ||
| Cash flows from financing activities: | **** | **** | ||||
| Distributions paid to common shareholders | (23,684 | ) | (22,958 | ) | ||
| Distributions paid to OP unit holders | (332 | ) | (346 | ) | ||
| Payments of exchange offer costs | — | (335 | ) | |||
| Net proceeds from (payments of) credit facility | 42,500 | (16,000 | ) | |||
| Repayments of notes payable | (30,945 | ) | (3,468 | ) | ||
| Payments of loan origination costs | — | (3,632 | ) | |||
| Repurchase of common shares | (525 | ) | (537 | ) | ||
| Payment of finance lease liability | (14 | ) | — | |||
| Net cash used in financing activities | (13,000 | ) | (47,276 | ) | ||
| Net decrease in cash, cash equivalents and restricted cash | (1,715 | ) | (9,559 | ) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 6,355 | 15,914 | ||||
| Cash, cash equivalents and restricted cash at end of period^(1)^ | $ | 4,640 | $ | 6,355 | ||
| ^(1)^ | For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below. | |||||
| --- | --- |
11
| Whitestone REIT and Subsidiaries | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
| Supplemental Disclosures | |||||
| (in thousands) | |||||
| Year Ended December 31, | |||||
| --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | ||||
| Supplemental disclosure of cash flow information: | **** | **** | **** | **** | **** |
| Cash paid for interest | $ | 31,136 | $ | 26,493 | |
| Cash paid for taxes | $ | 435 | $ | 366 | |
| Non cash investing and financing activities: | **** | **** | **** | **** | **** |
| Disposal of fully depreciated real estate | $ | 976 | $ | 454 | |
| Financed insurance premiums | $ | 3,002 | $ | 1,846 | |
| Value of shares issued under dividend reinvestment plan | $ | 75 | $ | 67 | |
| Value of common shares exchanged for OP units | $ | 17 | $ | 618 | |
| Change in fair value of cash flow hedge | $ | (3,452 | ) | $ | 12,925 |
| Recognition of finance lease liabilities | $ | — | $ | 735 | |
| December 31, | |||||
| --- | --- | --- | --- | --- | |
| 2023 | 2022 | ||||
| Cash, cash equivalents and restricted cash | **** | **** | **** | **** | |
| Cash and cash equivalents | $ | 4,572 | $ | 6,166 | |
| Restricted cash | 68 | 189 | |||
| Total cash, cash equivalents and restricted cash | $ | 4,640 | $ | 6,355 |
12
| Whitestone REIT and Subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | |||||||||||
| (in thousands, except per share and per unit data) | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | ||||||||
| FFO (NAREIT) AND CORE FFO | **** | **** | **** | ||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 | |||
| Adjustments to reconcile to FFO:^(1)^ | |||||||||||
| Depreciation and amortization of real estate assets | 8,394 | 8,004 | 32,811 | 31,538 | |||||||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata)^(2)^ | 404 | 404 | 1,613 | 1,613 | |||||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | |||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | ||||
| Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | |||||||
| FFO (NAREIT) | $ | 11,003 | $ | 11,868 | $ | 45,390 | $ | 52,193 | |||
| Adjustments to reconcile to Core FFO: | |||||||||||
| Early debt extinguishment costs | — | — | — | 147 | |||||||
| Default interest on debt of real estate partnership (1)(2) | 1,375 | — | 1,375 | — | |||||||
| Core FFO | $ | 12,378 | $ | 11,868 | $ | 46,765 | $ | 52,340 | |||
| FFO PER SHARE AND OP UNIT CALCULATION | **** | **** | **** | ||||||||
| Numerator: | |||||||||||
| FFO | $ | 11,003 | $ | 11,868 | $ | 45,390 | $ | 52,193 | |||
| Core FFO | $ | 12,378 | $ | 11,868 | $ | 46,765 | $ | 52,340 | |||
| Denominator: | |||||||||||
| Weighted average number of total common shares - basic | 49,586 | 49,384 | 49,501 | 49,256 | |||||||
| Weighted average number of total noncontrolling OP units - basic | 693 | 695 | 694 | 738 | |||||||
| Weighted average number of total common shares and noncontrolling OP units - basic | 50,279 | 50,079 | 50,195 | 49,994 | |||||||
| Effect of dilutive securities: | |||||||||||
| Unvested restricted shares | 1,478 | 742 | 1,312 | 694 | |||||||
| Weighted average number of total common shares and noncontrolling OP units - diluted | 51,757 | 50,821 | 51,507 | 50,688 | |||||||
| FFO per common share and OP unit - basic | $ | 0.22 | $ | 0.24 | $ | 0.90 | $ | 1.04 | |||
| FFO per common share and OP unit - diluted | $ | 0.21 | $ | 0.23 | $ | 0.88 | $ | 1.03 | |||
| Core FFO per common share and OP unit - basic | $ | 0.25 | $ | 0.24 | $ | 0.93 | $ | 1.05 | |||
| Core FFO per common share and OP unit - diluted | $ | 0.24 | $ | 0.23 | $ | 0.91 | $ | 1.03 | |||
| ^(1)^ | Includes pro-rata share attributable to real estate partnership. | ||||||||||
| --- | --- | ||||||||||
| ^(2)^ | We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated depreciation and amortization of real estate assets based on the information available to us at the time of this Report. | ||||||||||
| --- | --- |
13
| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||||||
| (continued) | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| PROPERTY NET OPERATING INCOME | ||||||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 | ||||
| General and administrative expenses | 5,002 | 5,003 | 20,653 | 18,066 | ||||||||
| Depreciation and amortization | 8,428 | 8,046 | 32,966 | 31,707 | ||||||||
| (Equity) deficit in earnings of real estate partnership^(1)^ | 1,528 | 65 | 3,155 | (239 | ) | |||||||
| Interest expense | 8,303 | 8,082 | 32,866 | 27,193 | ||||||||
| Interest, dividend and other investment income | (2 | ) | (22 | ) | (51 | ) | (65 | ) | ||||
| Provision for income taxes | 111 | 109 | 450 | 422 | ||||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | |||||
| Management fee, net of related expenses | — | — | 16 | 112 | ||||||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | ||||||||
| NOI of real estate partnership (pro rata)^(1)^ | 670 | 594 | 2,553 | 3,023 | ||||||||
| Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | ||||||||
| NOI | $ | 26,245 | $ | 25,337 | $ | 103,574 | $ | 99,261 | ||||
| Non-Same Store NOI ^(2)^ | (1,214 | ) | (651 | ) | (4,370 | ) | (3,322 | ) | ||||
| NOI of real estate partnership (pro rata) ^(1)^ | (670 | ) | (594 | ) | (2,553 | ) | (3,023 | ) | ||||
| NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) | 24,361 | 24,092 | 96,651 | 92,916 | ||||||||
| Same Store straight-line rent adjustments | (97 | ) | (424 | ) | (2,284 | ) | (1,466 | ) | ||||
| Same Store amortization of above/below market rents | (214 | ) | (256 | ) | (862 | ) | (933 | ) | ||||
| Same Store lease termination fees | (98 | ) | (21 | ) | (698 | ) | (135 | ) | ||||
| Same Store NOI ^(3)^ | $ | 23,952 | $ | 23,391 | $ | 92,807 | $ | 90,382 | ||||
| ^(1)^ | We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated (equity) deficit in earnings and pro rata share of NOI of real estate partnership based on the information available to us at the time of this Report. | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | We define “Non-Same Store” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. For purposes of comparing the three months ended December 31, 2023 to the three months ended December 31, 2022, Non-Same Store includes properties acquired between October 1, 2022 and December 31, 2023 and properties sold between October 1, 2022 and December 31,2023, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2023 to the twelve months ended December 31, 2022, Non-Same Store includes properties acquired between January 1, 2022 and December 31, 2023, and properties sold between January 1, 2022 and December 31, 2023, but not included in discontinued operations. | |||||||||||
| --- | --- | |||||||||||
| ^(3)^ | We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended December 31, 2023 to the three months ended December 31, 2022, Same Store includes properties owned before October 1, 2022 and not sold before December 31, 2023. For purposes of comparing the twelve months ended December 31, 2023 to the twelve months ended December 31, 2022, Same Store includes properties owned before January 1, 2022 and not sold before December 31, 2023. Straight line rent adjustments, above/below market rents, and lease termination fees are excluded. | |||||||||||
| --- | --- |
14
| Whitestone REIT and Subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | |||||||||||
| (continued) | |||||||||||
| (in thousands) | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | ||||||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | **** | **** | |||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 | |||
| Depreciation and amortization | 8,428 | 8,046 | 32,966 | 31,707 | |||||||
| Interest expense | 8,303 | 8,082 | 32,866 | 27,193 | |||||||
| Provision for income taxes | 111 | 109 | 450 | 422 | |||||||
| Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | |||||||
| (Equity) deficit in earnings of real estate partnership^(1)^ | 1,528 | 65 | 3,155 | (239 | ) | ||||||
| EBITDAre adjustments for real estate partnership^(1)^ | 448 | 533 | 617 | 2,626 | |||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | ||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | |||||||
| EBITDAre | $ | 21,023 | $ | 20,295 | $ | 81,020 | $ | 80,751 | |||
| (1) | We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated (equity) deficit in earnings and EBITDAre adjustments for real estate partnership based on the information available to us at the time of this Report. | ||||||||||
| --- | --- | ||||||||||
| Whitestone REIT and Subsidiaries | |||||||||||
| --- | |||||||||||
| RECONCILIATION OF NON-GAAP MEASURES | |||||||||||
| Initial Full Year Guidance for 2024 | |||||||||||
| (in thousands, except per share and per unit data) | |||||||||||
| Projected Range Full Year 2024 | |||||||||||
| --- | --- | --- | --- | --- | |||||||
| Low | High | ||||||||||
| FFO (NAREIT) and Core FFO per diluted share and OP unit | **** | **** | **** | **** | |||||||
| Net income attributable to Whitestone REIT | $ | 16,600 | $ | 19,600 | |||||||
| Adjustments to reconcile to FFO (NAREIT) | |||||||||||
| Depreciation and amortization of real estate assets | 34,252 | 34,252 | |||||||||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata) | 133 | 133 | |||||||||
| FFO (NAREIT) | $ | 50,985 | $ | 53,985 | |||||||
| Adjustments to reconcile to Core FFO | |||||||||||
| Adjustments | — | — | |||||||||
| Core FFO | $ | 50,985 | $ | 53,985 | |||||||
| Dilutive shares | 51,262 | 51,262 | |||||||||
| OP Units | 695 | 695 | |||||||||
| Dilutive share and OP Units | 51,957 | 51,957 | |||||||||
| Net income attributable to Whitestone REIT per diluted share | $ | 0.32 | $ | 0.38 | |||||||
| FFO (NAREIT) per diluted share and OP Unit | $ | 0.98 | $ | 1.04 | |||||||
| Net income attributable to Whitestone REIT per diluted share | $ | 0.32 | $ | 0.38 | |||||||
| Core FFO per diluted share and OP Unit | $ | 0.98 | $ | 1.04 | |||||||
| Whitestone REIT and Subsidiaries | |||||||||||
| --- | |||||||||||
| RECONCILIATION OF NON-GAAP MEASURES | |||||||||||
| Initial Full Year Guidance for 2024 | |||||||||||
| (in thousands) | |||||||||||
| Projected Range Fourth Quarter 2024 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | |||||
| Low | High | ||||||||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | |||||||||||
| Net income attributable to Whitestone REIT | $ | 6,161 | $ | 5,311 | |||||||
| Depreciation and amortization | 8,746 | 8,746 | |||||||||
| Interest expense | 8,013 | 8,013 | |||||||||
| Provision for income taxes | 134 | 134 | |||||||||
| Net income attributable to noncontrolling interests | 89 | 89 | |||||||||
| EBITDAre | $ | 23,143 | $ | 22,293 | |||||||
| Annualized EBITDAre | $ | 92,572 | $ | 89,172 | |||||||
| Outstanding debt, net of insurance financing | 616,290 | 624,290 | |||||||||
| Less: Cash | (3,000 | ) | (3,000 | ) | |||||||
| Add: Proportional share on net debt of unconsolidated real estate partnership | — | — | |||||||||
| Total net debt | $ | 613,290 | $ | 621,290 | |||||||
| Ratio of Net Debt to EBITDAre | 6.6 | 7.0 |
15
ex_626445.htm
Exhibit 99.2
Table of Contents
| TABLE OF CONTENTS | |
|---|---|
| Page | |
| Corporate Profile | 1 |
| Fourth Quarter 2023 Earnings Release | 2 |
| Financial Results | 7 |
| Consolidated Balance Sheets | 7 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) | 9 |
| Consolidated Statements of Cash Flows | 12 |
| Reconciliation of Non-GAAP Measures | 14 |
| Same Store Property Analysis | 19 |
| Other Financial Information | 21 |
| Market Capitalization and Selected Ratios | 22 |
| Summary of Outstanding Debt and Debt Maturities | 24 |
| Summary of Occupancy and Top Tenants | 25 |
| Tenant Type Summary | 28 |
| Summary of Leasing Activity | 29 |
| Lease Expirations | 32 |
| Property Details | 33 |
Table of Contents
| CORPORATE PROFILE | |||
|---|---|---|---|
| NYSE: WSR<br><br> <br>Common Shares<br><br> <br><br><br> <br>55 Community Centers<br><br> <br>5.0 million sq. ft. of gross<br><br> <br>leasable area<br><br> <br>1,453 tenants<br><br> <br><br><br> <br>5 Top Growth Markets<br><br> <br>Austin<br><br> <br>Dallas-Fort Worth<br><br> <br>Houston<br><br> <br>Phoenix<br><br> <br>San Antonio<br><br> <br><br><br> <br>Fiscal Year End<br><br> <br>12/31<br><br> <br><br><br> <br>Common Shares &<br><br> <br>Units Outstanding*:<br><br> <br>Common Shares: 49.6 million<br><br> <br>Operating Partnership Units:<br><br> <br>0.7 million | Whitestone REIT (NYSE: WSR) 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 and 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 has consistently paid a monthly dividend for more than 15 years. The Company’s balanced and well-managed capital structure provides stability and flexibility to support it through a multitude of economic cycles.<br><br> <br><br><br> <br>We invest in properties that are or can become Community Centered Properties® from which our tenants deliver needed services to the surrounding population. We focus on properties with smaller rental spaces that present opportunities for attractive returns.<br><br> <br><br><br> <br>Our strategic efforts target entrepreneurial, service-oriented tenants at each property who provide services to their respective surrounding communities. Operations include an internal management structure providing cost-effective services to locally-oriented, smaller space tenants. Multi-cultural community focus sets us apart from traditional commercial real estate operators. We value diversity on our team and maintain in-house leasing, property management, marketing, construction, and maintenance departments with culturally diverse and multi-lingual associates who understand the particular needs of our tenants and neighborhoods.<br><br> <br><br><br> <br>We have a diverse tenant base concentrated on service offerings such as specialty retail, grocery, restaurants, medical, educational and financial services, and entertainment. These tenants tend to occupy smaller spaces (less than 10,000 square feet) and, as of December 31, 2023, provided a 95% premium rental rate compared to our larger space tenants. The largest of our 1,453 tenants at our wholly owned properties comprised only 2.1% of our revenues for the three months ended December 31, 2023, and no single tenant exceeded 2.1% | ||
| Distribution (per share / unit)*: | |||
| --- | --- | --- | --- |
| Quarter: 0.12*** | |||
| Annualized: 0.48 | |||
| Dividend Yield: 3.93%** | |||
| Board of Trustees: | |||
| David F. Taylor | |||
| Nandita V. Berry | |||
| Julia B. Buthman | |||
| Amy S. Feng | Colliers | JMP Securities | Maxim Group |
| David K. Holeman | David Toti | Mitchell Germain | Michael Diana |
| Jeffrey A. Jones | 917.903.9407 | 212.906.3537 | 212.895.3641 |
| david.toti@colliers.com | mgermain@jmpsecurities.com | mdiana@maximgrp.com | |
| * As of March 1, 2024 | |||
| ** Based on common share price | |||
| of 12.22 as of close of market on | |||
| March 1, 2024. | |||
| ***Based on Q4 2023 distribution rate |
All values are in US Dollars.
1
Table of Contents
WHITESTONE REIT
REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS
Houston, Texas, March 6, 2024 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the fourth quarter and full year of 2023. Whitestone creates neighborhood center communities in its high-quality open-air shopping centers that it acquires, owns, manages, develops, and redevelops primarily in some of the largest, fastest-growing, high-household-income markets in the Sunbelt.
“I am proud of the work and dedication of the Whitestone team in executing our strategic priorities and steadfastly serving our tenants and our neighborhood communities. We finished the year on a very strong note: hitting record occupancy of 94.2%, GAAP leasing spreads of nearly 22% and achieving a year-over-year revenue increase in excess of 5%. We initiated 2024 Core FFO per share guidance of $0.98 - $1.04 and were pleased to grow the dividend by 3% as announced yesterday. I am fully confident that our stellar financial performance and actions will position Whitestone to deliver attractive profitable growth and drive substantial value for all of our stakeholders in the years ahead.”
| – Dave Holeman, Chief Executive Officer |
|---|
Fourth Quarter 2023 Operating and Financial Results
All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.
Reconciliations of Net Income Attributable to Whitestone REIT to FFO, Core FFO, NOI and EBITDAre are included herein.
| • | Revenues of $37.5 million versus $34.9 million for the fourth quarter of 2022. |
|---|---|
| • | Net Income attributable to common shareholders of $1.5 million, or $0.03 per diluted share, versus $19.9 million, or $0.40 per diluted share for the fourth quarter of 2022. |
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| • | Funds from Operations (“FFO”) per diluted share of $0.21 versus $0.23 for the fourth quarter of 2022. |
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| • | Core FFO per diluted share of $0.24 versus $0.23 for the fourth quarter of 2022. |
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| • | EBITDAre of $21.0 million versus $20.3 million for the fourth quarter of 2022. |
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| • | Same-Store Net Operating Income (“NOI”) grew 2.4% to $24.0 million versus $23.4 million for the fourth quarter of 2022. |
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| • | Net Effective Annual Base Rental Revenue per leased square foot was up 6.2% to $23.35, compared to the prior year quarter. |
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Full Year 2023 Operating and Financial Results
All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.
| • | Revenues of $147.0 million versus $139.4 million for 2022. |
|---|---|
| • | Net Income attributable to common shareholders of $19.2 million, or $0.38 per diluted share, versus $35.3 million, or $0.71 per diluted share for 2022. |
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| • | Funds from Operations (“FFO”) per diluted share of $0.88 versus $1.03 for 2022. |
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| • | Core FFO per diluted share of $0.91 versus $1.03 for 2022. |
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| • | EBITDAre of $81.0 million versus $80.8 million for 2022. |
| --- | --- |
| • | Same-Store Net Operating Income (“NOI”) grew 2.7% to $92.8 million versus $90.4 million for 2022. |
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Operating Results
For the three month periods ending December 31, 2023 and 2022, the Company’s operating highlights were as follows:
| Fourth Quarter 2023 | Fourth Quarter 2022 | |
|---|---|---|
| Occupancy: | ||
| Wholly Owned Properties – All | 94.2% | 93.7% |
| >10,000 Sq Ft Occupancy | 97.5% | 98.0% |
| ≤ 10,000 Sq Ft Occupancy | 92.1% | 91.2% |
| Same Store Property Net Operating Income Change (1) | 2.4% | 7.1% |
| Rental Rate Growth - Total (GAAP Basis): | 21.8% | 23.5% |
| New Leases | 37.3% | 24.3% |
| Renewal Leases | 15.3% | 23.2% |
| Leasing Transactions: | ||
| Number of New Leases | 44 | 22 |
| New Leases - Lease Term Revenue (millions) | $26.7 | $27.5 |
| Number of Renewal Leases | 32 | 38 |
| Renewal Leases - Lease Term Revenue (millions) | $23.6 | $9.7 |
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Balance Sheet and Debt Metrics
| • | As of December 31, 2023, Whitestone had total debt of $640.5 million, along with capacity and availability of $104.0 million each under its $250 million revolving credit facility. |
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| • | As of December 31, 2023, the Company has undepreciated real estate assets of $1.2 billion. |
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Dividend
On March 5, 2024, the Company declared a quarterly cash distribution of $0.12375 per common share and OP unit for the second quarter of 2024, to be paid in three equal installments of $0.04125 in April, May, and June of 2024. The second quarter dividend represents a 3.13% increase from the first quarter of 2024.
2024 Full Year Guidance
The Company currently estimates that U.S. generally accepted accounting principles (“GAAP”) net income available to common shareholders will be within the range of $0.32 to $0.38 per diluted share, and Core FFO will be within the range of $0.98 to $1.04 per diluted share and OP Unit.
| Initial 2024 Guidance | 2023 Actual | |
|---|---|---|
| (unaudited, amounts in thousands except per share and percentages) | ||
| Net income attributable to Whitestone REIT | $16,600 - $19,600 | $19,180 |
| Core FFO (1) | $50,985 - $53,985 | $46,765 |
| Net income attributable to Whitestone REIT per share | $0.32 - $0.38 | $0.38 |
| Core FFO per diluted share and OP Unit (1) | $0.98 - $1.04 | $0.91 |
| Key Drivers: | ||
| Same store net operating income growth (2) | 2.5% - 4.0% | 2.7% |
| Bad debt as a percentage of revenue | 0.60% - 1.10% | 0.65% |
| General and administrative expense | $19,700 - $21,200 | $20,653 |
| Interest expense | $32,600 - $34,100 | $32,866 |
| Ending occupancy | 93.8% - 94.8% | 94.20% |
| Net Debt to EBITDAre Ratio (3) | 7.0X - 6.6X | 7.5X |
| ^(1)^ | For the reconciliation of forward-looking non-GAAP financial measure to the comparable GAAP financial measure, see the “Core FFO per diluted share and OP unit” reconciliation table. Core Funds from Operations (“Core FFO”) is a non-GAAP measure. | |
| --- | --- | |
| ^(2)^ | Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods. | |
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| ^(3)^ | Fourth quarter annualized EBITDAre. For the reconciliation of Net Debt to EBITDAre Ratio, a non-GAAP financial measure, to the comparable GAAP financial measure, see the "Earnings Before Interest, Tax, Depreciation and Amortization for Real Estate (EBITDAre)" reconciliation table. | |
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Portfolio Statistics
As of December 31, 2023, Whitestone wholly owned 55 Community-Centered Properties™ with approximately 5.0 million square feet of gross leasable area (“GLA”). Five of the 55 Community-Centered Properties™ are land parcels held for future development. The portfolio is comprised of 29 properties in Texas and 26 in Arizona. Whitestone’s Community-Centered Properties^TM^ are located in the MSA's of Austin (5), Dallas-Fort Worth (9), Houston (12), Phoenix (26), and San Antonio (3). The Company’s properties in these markets are generally in high-traffic locations, surrounded by high-household-income communities. The Company also owns an 81.4% equity interest in eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.
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At the end of the fourth quarter, the Company’s diversified tenant base was comprised of 1,453 tenants, with the largest tenant accounting for only 2.1% of annualized base rental revenues. No single tenant exceeded 2.1% of total revenues. Lease terms range from less than one year for smaller tenants to more than 15 years for larger tenants. Whitestone’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.
Conference Call Information
In conjunction with the issuance of its financial results, the Company invites you to listen to its earnings release conference call to be broadcast live on Thursday, March 7, 2024, at 8:30 A.M Eastern Time / 7:30 A.M. Central Time. The call will be led by Dave Holeman, Chief Executive Officer. Conference call access information is as follows:
To listen to a webcast of the conference call, click on the Investor Relations tab of the Company’s website, www.whitestonereit.com, and then click on the webcast link. A replay of the call will be available on Whitestone’s website via the webcast link until the Company’s next earnings release. Additional information about Whitestone can be found on the Company’s website.
| Dial-in number for domestic participants: | 1-877-407-0784 |
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| Dial-in number for international participants: | 1-201-689-8560 |
The conference call will be recorded, and a telephone replay will be available through Thursday, March 21, 2024. Replay access information is as follows:
| Replay number for domestic participants: | 1-844-512-2921 |
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| Replay number for international participants: | 1-412-317-6671 |
| Passcode (for all participants): | 13742561 |
Supplemental Financial Information
The fourth quarter earnings release and supplemental data package will be located in the “News and Events” and “Financial Reporting” tabs of the Investor Relations section of the Company’s website at www.whitestonereit.com. The earnings release and supplemental data package will also be available by mail upon request. To receive a copy, please call Investor Relations at (713) 435-2219.
About Whitestone REIT
Whitestone REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.
Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit www.whitestonereit.com.
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Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition and results of operations, statements related to our expectations regarding the performance of our business, and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of public health emergencies, such as COVID-19, on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; increases in interest rates, including as a result of inflation operating costs or general and administrative expenses; our current geographic concentration in the Houston and Phoenix metropolitan area makes us susceptible to local economic downturns and natural disasters, such as floods and hurricanes, which may increase as a result of climate change, increasing focus by stakeholders on environmental, social, and governance matters, financial institution disruption; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; risks related to generative artificial intelligence tools and language models, along with the potential interpretations and conclusions they might make regarding our business and prospects, particularly concerning the spread of misinformation; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip and unrest in the Middle East; the need to fund tenant improvements or other capital expenditures out of operating cash flow; the extent to which our estimates regarding Pillarstone REIT Operating Partnership LP's financial condition and results of operations differ from actual results; and the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.
Non-GAAP Financial Measures
This release contains supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”) including EBITDAre, FFO, NOI and net debt. Following are explanations and reconciliations of these metrics to their most comparable GAAP metric.
EBITDAre: The National Association of Real Estate Investment Trusts (“NAREIT”) defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization and impairment write-downs of depreciable property and of investments in unconsolidated affiliates caused by a decrease in value of depreciable property in the affiliate, plus or minus losses and gains on the disposition of depreciable property, including losses/gains on change in control and adjustments to reflect the entity’s share of EBITDAre of the unconsolidated affiliates and consolidated affiliates with non-controlling interests. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. Management believes that EBITDAre represents a supplemental non-GAAP performance measure that provides investors with a relevant basis for comparing REITs. There can be no assurance the EBITDAre as presented by the Company is comparable to similarly titled measures of other REITs. EBITDAre should not be considered as an alternative to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. EBITDAre does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.
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FFO: Funds From Operations: The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We calculate FFO in a manner consistent with the NAREIT definition and also include adjustments for our unconsolidated real estate partnership.
Core Funds from Operations (“Core FFO”) is a non-GAAP measure. From time to time, we report or provide guidance with respect to “Core FFO” which removes the impact of certain non-recurring and non-operating transactions or other items we do not consider to be representative of our core operating results including, without limitation, default interest on debt of real estate partnership, extinguishment of debt cost, gains or losses associated with litigation involving the Company that is not in the normal course of business, and proxy contest professional fees.
Management uses FFO and Core FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income (loss) alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself. In addition, securities analysts, investors and other interested parties use FFO and Core FFO as the primary metric for comparing the relative performance of equity REITs. FFO and Core FFO should not be considered as an alternative to net income or other measurements under GAAP, as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO and Core FFO do not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. Although our calculation of FFO is consistent with that of NAREIT, there can be no assurance that FFO and Core FFO presented by us is comparable to similarly titled measures of other REITs.
NOI: Net Operating Income: Management believes that NOI is a useful measure of our property operating performance. We define NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Other REITs may use different methodologies for calculating NOI and, accordingly, our NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets, and includes NOI of real estate partnership (pro rata) and net income attributable to noncontrolling interest, it provides a performance measure that, when compared year-over-year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. We use NOI to evaluate our operating performance since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, lease rates and tenant base have on our results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about our property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of our overall financial performance since it does not reflect the level of capital expenditure and leasing costs necessary to maintain the operating performance of our properties, including general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets.
Same Store NOI: Management believes that Same Store NOI is a useful measure of the Company’s property operating performance because it includes only the properties that have been owned for the entire period being compared, and it is frequently used by the investment community. Same Store NOI assists in eliminating differences in NOI due to the acquisition or disposition of properties during the period being presented, providing a more consistent measure of the Company’s performance. The Company defines Same Store NOI as operating revenues (rental and other revenues, excluding straight-line rent adjustments, amortization of above/below market rents, and lease termination fees) less property and related expenses (property operation and maintenance and real estate taxes), Non-Same Store NOI, and NOI of our investment in Pillarstone OP (pro rata). We define “Non-Same Stores” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. Other REITs may use different methodologies for calculating Same Store NOI, and accordingly, the Company's Same Store NOI may not be comparable to that of other REITs.
Net debt: We present net debt, which we define as total debt net of insurance financing less cash plus our proportional share of net debt of real estate partnership, and net debt to pro forma EBITDAre, which we define as net debt divided by EBITDAre because we believe they are helpful as supplemental measures in assessing our ability to service our financing obligations and in evaluating balance sheet leverage against that of other REITs. However, net debt and net debt to pro forma EBITDAre should not be viewed as a stand-alone measure of our overall liquidity and leverage. In addition, other REITs may use different methodologies for calculating net debt and net debt to pro forma EBITDAre, and accordingly our net debt and net debt to pro forma EBITDAre may not be comparable to that of other REITs.
Investor and Media Relations:
David Mordy
Director, Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com
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| Whitestone REIT and Subsidiaries | |||||
|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||||
| (in thousands, except share and per share data) | |||||
| December 31, 2022 | |||||
| --- | --- | --- | --- | --- | --- |
| ASSETS | |||||
| Real estate assets, at cost | |||||
| Property | 1,221,466 | $ | 1,199,041 | ||
| Accumulated depreciation | (229,767 | ) | (208,286 | ) | |
| Total real estate assets | 991,699 | 990,755 | |||
| Investment in real estate partnership | 31,671 | 34,826 | |||
| Cash and cash equivalents | 4,572 | 6,166 | |||
| Restricted cash | 68 | 189 | |||
| Escrows and deposits | 24,148 | 12,827 | |||
| Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) | 30,592 | 25,570 | |||
| Receivable due from related party | 1,513 | 1,377 | |||
| Unamortized lease commissions, legal fees and loan costs | 13,783 | 12,697 | |||
| Prepaid expenses and other assets(2) | 4,765 | 7,838 | |||
| Finance lease right-of-use assets | 10,428 | 10,522 | |||
| Total assets | 1,113,239 | $ | 1,102,767 | ||
| LIABILITIES AND EQUITY | |||||
| Liabilities: | |||||
| Notes payable | 640,172 | $ | 625,427 | ||
| Accounts payable and accrued expenses(3) | 36,513 | 36,154 | |||
| Payable due to related party | 1,577 | 1,561 | |||
| Tenants' security deposits | 8,614 | 8,428 | |||
| Dividends and distributions payable | 6,025 | 6,008 | |||
| Finance lease liabilities | 721 | 735 | |||
| Total liabilities | 693,622 | 678,313 | |||
| Commitments and contingencies: | — | — | |||
| Equity: | |||||
| Preferred shares, 0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of December 31, 2023 and December 31, 2022 | — | — | |||
| Common shares, 0.001 par value per share; 400,000,000 shares authorized; 49,610,831 and 49,422,716 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 50 | 49 | |||
| Additional paid-in capital | 628,079 | 624,785 | |||
| Accumulated deficit | (216,963 | ) | (212,366 | ) | |
| Accumulated other comprehensive income | 2,576 | 5,980 | |||
| Total Whitestone REIT shareholders' equity | 413,742 | 418,448 | |||
| Noncontrolling interest in subsidiary | 5,875 | 6,006 | |||
| Total equity | 419,617 | 424,454 | |||
| Total liabilities and equity | 1,113,239 | $ | 1,102,767 |
All values are in US Dollars.
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| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||||
| (in thousands) | ||||||
| December 31, 2023 | December 31, 2022 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| (1) Accrued rents and accounts receivable, net of allowance for doubtful accounts | ||||||
| Tenant receivables | $ | 16,287 | $ | 16,828 | ||
| Accrued rents and other recoveries | 26,751 | 22,103 | ||||
| Allowance for doubtful accounts | (13,570 | ) | (13,822 | ) | ||
| Other receivables | 1,124 | 461 | ||||
| Total accrued rents and accounts receivable, net of allowance for doubtful accounts | $ | 30,592 | $ | 25,570 | ||
| (2) Operating lease right of use assets (net) | $ | 109 | $ | 124 | ||
| (3) Operating lease liabilities | $ | 112 | $ | 129 |
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| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenues | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Rental^(1)^ | $ | 37,247 | $ | 34,700 | $ | 145,652 | $ | 138,200 | ||||
| Management, transaction, and other fees | 277 | 218 | 1,317 | 1,221 | ||||||||
| Total revenues | 37,524 | 34,918 | 146,969 | 139,421 | ||||||||
| Operating expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Depreciation and amortization | 8,428 | 8,046 | 32,966 | 31,707 | ||||||||
| Operating and maintenance | 8,101 | 6,435 | 27,948 | 25,688 | ||||||||
| Real estate taxes | 3,848 | 3,740 | 18,016 | 17,607 | ||||||||
| General and administrative | 5,002 | 5,003 | 20,653 | 18,066 | ||||||||
| Total operating expenses | 25,379 | 23,224 | 99,583 | 93,068 | ||||||||
| Other expenses (income) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest expense | 8,303 | 8,082 | 32,866 | 27,193 | ||||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | |||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | ||||||||
| Interest, dividend and other investment income | (2 | ) | (22 | ) | (51 | ) | (65 | ) | ||||
| Total other expenses | 8,943 | (8,710 | ) | 24,331 | 10,370 | |||||||
| Income before equity investment in real estate partnership and income tax | 3,202 | 20,404 | 23,055 | 35,983 | ||||||||
| Equity (deficit) in earnings of real estate partnership | (1,528 | ) | (65 | ) | (3,155 | ) | 239 | |||||
| Provision for income tax | (111 | ) | (109 | ) | (450 | ) | (422 | ) | ||||
| Net Income | 1,563 | 20,230 | 19,450 | 35,800 | ||||||||
| Less: Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | ||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 |
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| Whitestone REIT and Subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||||||||||
| (in thousands, except per share data) | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | ||||||||
| Basic Earnings Per Share: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.03 | $ | 0.40 | $ | 0.39 | $ | 0.72 | |||
| Diluted Earnings Per Share: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares | $ | 0.03 | $ | 0.40 | $ | 0.38 | $ | 0.71 | |||
| Weighted average number of common shares outstanding: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic | 49,586 | 49,384 | 49,501 | 49,256 | |||||||
| Diluted | 51,064 | 50,126 | 50,813 | 49,950 | |||||||
| Consolidated Statements of Comprehensive Income (Loss) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net income | $ | 1,563 | $ | 20,230 | $ | 19,450 | $ | 35,800 | |||
| Other comprehensive income (loss) | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Unrealized gain (loss) on cash flow hedging activities | (10,054 | ) | (1,698 | ) | (3,452 | ) | 12,925 | ||||
| Comprehensive income | (8,491 | ) | 18,532 | 15,998 | 48,725 | ||||||
| Less: Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | |||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | (139 | ) | (24 | ) | (48 | ) | 191 | ||||
| Comprehensive income attributable to Whitestone REIT | $ | (8,374 | ) | $ | 18,265 | $ | 15,776 | $ | 48,004 |
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| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| ^(1)^ Rental | ||||||||||||
| Rental revenues | $ | 26,714 | $ | 26,090 | $ | 105,494 | $ | 101,113 | ||||
| Recoveries | 10,538 | 9,151 | 41,109 | 38,243 | ||||||||
| Bad debt | (5 | ) | (541 | ) | (951 | ) | (1,156 | ) | ||||
| Total rental | $ | 37,247 | $ | 34,700 | $ | 145,652 | $ | 138,200 |
11
Table of Contents
| Whitestone REIT and Subsidiaries<br><br> <br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br> <br>(in thousands) | ||||||
|---|---|---|---|---|---|---|
| Year Ended December 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | |||||
| Cash flows from operating activities: | **** | **** | ||||
| Net income | $ | 19,450 | $ | 35,800 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | **** | |||||
| Depreciation and amortization | 32,966 | 31,707 | ||||
| Amortization of deferred loan costs | 1,089 | 1,100 | ||||
| Gain on sale of properties | (9,006 | ) | (16,950 | ) | ||
| Loss on disposal of assets | 522 | 192 | ||||
| Bad debt | 951 | 1,156 | ||||
| Share-based compensation | 3,727 | 1,511 | ||||
| (Equity) deficit in earnings of real estate partnership | 3,155 | (239 | ) | |||
| Amortization of right-of-use assets - finance leases | 94 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Escrows and deposits | 2,312 | (1,504 | ) | |||
| Accrued rents and accounts receivable | (5,973 | ) | (4,331 | ) | ||
| Receivable due from related party | (136 | ) | (530 | ) | ||
| Unamortized lease commissions, legal fees and loan costs | (4,592 | ) | (3,386 | ) | ||
| Prepaid expenses and other assets | 2,484 | 1,749 | ||||
| Accounts payable and accrued expenses | 355 | (2,766 | ) | |||
| Payable due to related party | 16 | 564 | ||||
| Tenants' security deposits | 186 | 358 | ||||
| Net cash provided by operating activities | 47,600 | 44,431 | ||||
| Cash flows from investing activities: | **** | |||||
| Acquisitions of real estate | (25,474 | ) | (16,992 | ) | ||
| Acquisition of ground lease | — | (9,786 | ) | |||
| Additions to real estate | (17,055 | ) | (13,659 | ) | ||
| Proceeds from sales of properties | 19,847 | 33,723 | ||||
| Escrowed loan repayment on behalf of real estate partnership | (13,633 | ) | — | |||
| Net cash used in investing activities | (36,315 | ) | (6,714 | ) | ||
| Cash flows from financing activities: | **** | |||||
| Distributions paid to common shareholders | (23,684 | ) | (22,958 | ) | ||
| Distributions paid to OP unit holders | (332 | ) | (346 | ) | ||
| Payments of exchange offer costs | — | (335 | ) | |||
| Net proceeds from (payments of) credit facility | 42,500 | (16,000 | ) | |||
| Repayments of notes payable | (30,945 | ) | (3,468 | ) | ||
| Payments of loan origination costs | — | (3,632 | ) | |||
| Repurchase of common shares | (525 | ) | (537 | ) | ||
| Payment of finance lease liability | (14 | ) | — | |||
| Net cash used in financing activities | (13,000 | ) | (47,276 | ) | ||
| Net decrease in cash, cash equivalents and restricted cash | (1,715 | ) | (9,559 | ) | ||
| Cash, cash equivalents and restricted cash at beginning of period | 6,355 | 15,914 | ||||
| Cash, cash equivalents and restricted cash at end of period (1) | $ | 4,640 | $ | 6,355 | ||
| ^(1)^ | For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below. | |||||
| --- | --- |
12
Table of Contents
| Whitestone REIT and Subsidiaries | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||
| Supplemental Disclosures | |||||
| (in thousands) | |||||
| Year Ended December 31, | |||||
| --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | ||||
| Supplemental disclosure of cash flow information: | **** | **** | **** | **** | **** |
| Cash paid for interest | $ | 31,136 | $ | 26,493 | |
| Cash paid for taxes | $ | 435 | $ | 366 | |
| Non cash investing and financing activities: | **** | **** | **** | **** | **** |
| Disposal of fully depreciated real estate | $ | 976 | $ | 454 | |
| Financed insurance premiums | $ | 3,002 | $ | 1,846 | |
| Value of shares issued under dividend reinvestment plan | $ | 75 | $ | 67 | |
| Value of common shares exchanged for OP units | $ | 17 | $ | 618 | |
| Change in fair value of cash flow hedge | $ | (3,452 | ) | $ | 12,925 |
| Recognition of finance lease liabilities | $ | — | $ | 735 | |
| December 31, | |||||
| --- | --- | --- | --- | --- | |
| 2023 | 2022 | ||||
| Cash, cash equivalents and restricted cash | **** | **** | **** | **** | |
| Cash and cash equivalents | $ | 4,572 | $ | 6,166 | |
| Restricted cash | 68 | 189 | |||
| Total cash, cash equivalents and restricted cash | $ | 4,640 | $ | 6,355 |
13
Table of Contents
| Whitestone REIT and Subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | |||||||||||
| (in thousands, except per share and per unit data) | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | ||||||||
| FFO (NAREIT) AND CORE FFO | **** | **** | **** | ||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 | |||
| Adjustments to reconcile to FFO:^(1)^ | |||||||||||
| Depreciation and amortization of real estate assets | 8,394 | 8,004 | 32,811 | 31,538 | |||||||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata) ^(2)^ | 404 | 404 | 1,613 | 1,613 | |||||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | |||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | ||||
| Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | |||||||
| FFO (NAREIT) | $ | 11,003 | $ | 11,868 | $ | 45,390 | $ | 52,193 | |||
| Adjustments to reconcile to Core FFO: | |||||||||||
| Early debt extinguishment costs | — | — | — | 147 | |||||||
| Default interest on debt of real estate partnership ^(1)(2)^ | 1,375 | — | 1,375 | — | |||||||
| Core FFO | $ | 12,378 | $ | 11,868 | $ | 46,765 | $ | 52,340 | |||
| FFO PER SHARE AND OP UNIT CALCULATION | **** | **** | **** | ||||||||
| Numerator: | |||||||||||
| FFO | $ | 11,003 | $ | 11,868 | $ | 45,390 | $ | 52,193 | |||
| Core FFO | $ | 12,378 | $ | 11,868 | $ | 46,765 | $ | 52,340 | |||
| Denominator: | |||||||||||
| Weighted average number of total common shares - basic | 49,586 | 49,384 | 49,501 | 49,256 | |||||||
| Weighted average number of total noncontrolling OP units - basic | 693 | 695 | 694 | 738 | |||||||
| Weighted average number of total common shares and noncontrolling OP units - basic | 50,279 | 50,079 | 50,195 | 49,994 | |||||||
| Effect of dilutive securities: | |||||||||||
| Unvested restricted shares | 1,478 | 742 | 1,312 | 694 | |||||||
| Weighted average number of total common shares and noncontrolling OP units - diluted | 51,757 | 50,821 | 51,507 | 50,688 | |||||||
| FFO per common share and OP unit - basic | $ | 0.22 | $ | 0.24 | $ | 0.90 | $ | 1.04 | |||
| FFO per common share and OP unit - diluted | $ | 0.21 | $ | 0.23 | $ | 0.88 | $ | 1.03 | |||
| Core FFO per common share and OP unit - basic | $ | 0.25 | $ | 0.24 | $ | 0.93 | $ | 1.05 | |||
| Core FFO per common share and OP unit - diluted | $ | 0.24 | $ | 0.23 | $ | 0.91 | $ | 1.03 | |||
| ^(1)^ | Includes pro-rata share attributable to real estate partnership. | ||||||||||
| --- | --- | ||||||||||
| ^(2)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated depreciation and amortization of real estate assets based on the information available to us at the time of this Report. | ||||||||||
| --- | --- |
14
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||||||||
| (continued) | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| PROPERTY NET OPERATING INCOME | ||||||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 | ||||
| General and administrative expenses | 5,002 | 5,003 | 20,653 | 18,066 | ||||||||
| Depreciation and amortization | 8,428 | 8,046 | 32,966 | 31,707 | ||||||||
| (Equity) deficit in earnings of real estate partnership ^(1)^ | 1,528 | 65 | 3,155 | (239 | ) | |||||||
| Interest expense | 8,303 | 8,082 | 32,866 | 27,193 | ||||||||
| Interest, dividend and other investment income | (2 | ) | (22 | ) | (51 | ) | (65 | ) | ||||
| Provision for income taxes | 111 | 109 | 450 | 422 | ||||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | |||||
| Management fee, net of related expenses | — | — | 16 | 112 | ||||||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | ||||||||
| NOI of real estate partnership (pro rata)^(1)^ | 670 | 594 | 2,553 | 3,023 | ||||||||
| Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | ||||||||
| NOI | $ | 26,245 | $ | 25,337 | $ | 103,574 | $ | 99,261 | ||||
| Non-Same Store NOI^(2)^ | (1,214 | ) | (651 | ) | (4,370 | ) | (3,322 | ) | ||||
| NOI of real estate partnership (pro rata) ^(1)^ | (670 | ) | (594 | ) | (2,553 | ) | (3,023 | ) | ||||
| NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) | 24,361 | 24,092 | 96,651 | 92,916 | ||||||||
| Same Store straight-line rent adjustments | (97 | ) | (424 | ) | (2,284 | ) | (1,466 | ) | ||||
| Same Store amortization of above/below market rents | (214 | ) | (256 | ) | (862 | ) | (933 | ) | ||||
| Same Store lease termination fees | (98 | ) | (21 | ) | (698 | ) | (135 | ) | ||||
| Same Store NOI ^(3)^ | $ | 23,952 | $ | 23,391 | $ | 92,807 | $ | 90,382 | ||||
| ^(1)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated (equity) deficit in earnings and pro rata share of NOI of real estate partnership based on the information available to us at the time of this Report. | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | We define “Non-Same Store” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. For purposes of comparing the three months ended December 31, 2023 to the three months ended December 31, 2022, Non-Same Store includes properties acquired between October 1, 2022 and December 31, 2023 and properties sold between October 1, 2022 and December 31, 2023, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2023 to the twelve months ended December 31, 2022, Non-Same Store includes properties acquired between January 1, 2022 and December 31, 2023 and properties sold between January 1, 2022 and December 31, 2023, but not included in discontinued operations. | |||||||||||
| --- | --- | |||||||||||
| ^(3)^ | We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended December 31, 2023 to the three months ended December 31, 2022, Same Store includes properties owned before October 1, 2022 and not sold before December 31, 2023. For purposes of comparing the twelve months ended December 31, 2023 to the twelve months ended December 31, 2022, Same Store includes properties owned before January 1, 2022 and not sold before December 31, 2023. Straight line rent adjustments, above/below market rents, and lease termination fees are excluded. | |||||||||||
| --- | --- |
15
Table of Contents
| Whitestone REIT and Subsidiaries | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | |||||||||||
| (continued) | |||||||||||
| (in thousands) | |||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | ||||||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | **** | **** | |||||||||
| Net income attributable to Whitestone REIT | $ | 1,541 | $ | 19,939 | $ | 19,180 | $ | 35,270 | |||
| Depreciation and amortization | 8,428 | 8,046 | 32,966 | 31,707 | |||||||
| Interest expense | 8,303 | 8,082 | 32,866 | 27,193 | |||||||
| Provision for income taxes | 111 | 109 | 450 | 422 | |||||||
| Net income attributable to noncontrolling interests | 22 | 291 | 270 | 530 | |||||||
| (Equity) deficit in earnings of real estate partnership ^(1)^ | 1,528 | 65 | 3,155 | (239 | ) | ||||||
| EBITDAre adjustments for real estate partnership ^(1)^ | 448 | 533 | 617 | 2,626 | |||||||
| (Gain) loss on sale of properties, net | 620 | (16,950 | ) | (9,006 | ) | (16,950 | ) | ||||
| Loss on disposal of assets, net | 22 | 180 | 522 | 192 | |||||||
| EBITDAre | $ | 21,023 | $ | 20,295 | $ | 81,020 | $ | 80,751 | |||
| ^(1)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated (equity) deficit in earnings and EBITDAre adjustments for real estate partnership based on the information available to us at the time of this Report. | ||||||||||
| --- | --- |
16
Table of Contents
| Whitestone REIT and Subsidiaries | ||||
|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||
| Initial Full Year Guidance for 2024 | ||||
| (in thousands, except per share and per unit data) | ||||
| Projected Range Full Year 2024 | ||||
| --- | --- | --- | --- | --- |
| Low | High | |||
| FFO (NAREIT) and Core FFO per diluted share and OP unit | **** | **** | **** | **** |
| Net income attributable to Whitestone REIT | $ | 16,600 | $ | 19,600 |
| Adjustments to reconcile to FFO (NAREIT) | ||||
| Depreciation and amortization of real estate assets | 34,252 | 34,252 | ||
| Depreciation and amortization of real estate assets of real estate partnership (pro rata) | 133 | 133 | ||
| FFO (NAREIT) | $ | 50,985 | $ | 53,985 |
| Adjustments to reconcile to Core FFO | ||||
| Adjustments | — | — | ||
| Core FFO | $ | 50,985 | $ | 53,985 |
| Dilutive shares | 51,262 | 51,262 | ||
| OP Units | 695 | 695 | ||
| Dilutive share and OP Units | 51,957 | 51,957 | ||
| Net income attributable to Whitestone REIT per diluted share | $ | 0.32 | $ | 0.38 |
| FFO (NAREIT) per diluted share and OP Unit | $ | 0.98 | $ | 1.04 |
| Net income attributable to Whitestone REIT per diluted share | $ | 0.32 | $ | 0.38 |
| Core FFO per diluted share and OP Unit | $ | 0.98 | $ | 1.04 |
17
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| RECONCILIATION OF NON-GAAP MEASURES | ||||||
| Initial Full Year Guidance for 2024 | ||||||
| (in thousands) | ||||||
| Projected Range Fourth Quarter 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Low | High | |||||
| EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) | ||||||
| Net income attributable to Whitestone REIT | $ | 6,161 | $ | 5,311 | ||
| Depreciation and amortization | 8,746 | 8,746 | ||||
| Interest expense | 8,013 | 8,013 | ||||
| Provision for income taxes | 134 | 134 | ||||
| Net income attributable to noncontrolling interests | 89 | 89 | ||||
| EBITDAre | $ | 23,143 | $ | 22,293 | ||
| Annualized EBITDAre | $ | 92,572 | $ | 89,172 | ||
| Outstanding debt, net of insurance financing | 616,290 | 624,290 | ||||
| Less: Cash | (3,000 | ) | (3,000 | ) | ||
| Add: Proportional share on net debt of unconsolidated real estate partnership | — | — | ||||
| Total net debt | $ | 613,290 | $ | 621,290 | ||
| Ratio of Net Debt to EBITDAre | 6.6 | 7.0 |
18
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SAME STORE PROPERTY ANALYSIS | ||||||||||||
| (in thousands) | ||||||||||||
| Three Months Ended December 31, | Increase | % Increase | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | (Decrease) | (Decrease) | |||||||||
| Same Store (47 properties excluding development land) | **** | **** | **** | **** | ||||||||
| Property revenues | **** | **** | **** | **** | ||||||||
| Rental | $ | 35,658 | $ | 33,633 | $ | 2,025 | 6 | % | ||||
| Management, transaction and other fees | 275 | 215 | 60 | 28 | % | |||||||
| Total property revenues | 35,933 | 33,848 | 2,085 | 6 | % | |||||||
| Property expenses | **** | **** | **** | **** | ||||||||
| Property operation and maintenance | 7,828 | 6,169 | 1,659 | 27 | % | |||||||
| Real estate taxes | 3,744 | 3,587 | 157 | 4 | % | |||||||
| Total property expenses | 11,572 | 9,756 | 1,816 | 19 | % | |||||||
| Total property revenues less total property expenses | 24,361 | 24,092 | 269 | 1 | % | |||||||
| Same Store straight-line rent adjustments | (97 | ) | (424 | ) | 327 | (77 | )% | |||||
| Same Store amortization of above/below market rents | (214 | ) | (256 | ) | 42 | (16 | )% | |||||
| Same Store lease termination fees | (98 | ) | (21 | ) | (77 | ) | 367 | % | ||||
| Same Store NOI ^(1)^ | $ | 23,952 | $ | 23,391 | $ | 561 | 2 | % | ||||
| ^(1)^ | For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.” | |||||||||||
| --- | --- |
19
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SAME STORE PROPERTY ANALYSIS | ||||||||||||
| (in thousands) | ||||||||||||
| Year Ended December 31, | Increase | % Increase | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | (Decrease) | (Decrease) | |||||||||
| Same Store (47 properties excluding development land) | **** | **** | **** | **** | ||||||||
| Property revenues | **** | **** | **** | **** | ||||||||
| Rental | $ | 139,559 | $ | 132,276 | $ | 7,283 | 6 | % | ||||
| Management, transaction and other fees | 1,306 | 847 | 459 | 54 | % | |||||||
| Total property revenues | 140,865 | 133,123 | 7,742 | 6 | % | |||||||
| Property expenses | **** | **** | **** | **** | ||||||||
| Property operation and maintenance | 26,868 | 23,452 | 3,416 | 15 | % | |||||||
| Real estate taxes | 17,346 | 16,755 | 591 | 4 | % | |||||||
| Total property expenses | 44,214 | 40,207 | 4,007 | 10 | % | |||||||
| Total property revenues less total property expenses | 96,651 | 92,916 | 3,735 | 4 | % | |||||||
| Same Store straight-line rent adjustments | (2,284 | ) | (1,466 | ) | (818 | ) | 56 | % | ||||
| Same Store amortization of above/below market rents | (862 | ) | (933 | ) | 71 | (8 | )% | |||||
| Same Store lease termination fees | (698 | ) | (135 | ) | (563 | ) | 417 | % | ||||
| Same Store NOI ^(1)^ | $ | 92,807 | $ | 90,382 | $ | 2,425 | 3 | % | ||||
| ^(1)^ | For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.” | |||||||||||
| --- | --- |
20
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| OTHER FINANCIAL INFORMATION | ||||||||
| (in thousands, except number of properties and employees) | ||||||||
| Three Months Ended | Year Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | December 31, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Other Financial Information: | ||||||||
| Tenant improvements ^(1) (2)^ | $ | 642 | $ | 341 | $ | 3,135 | $ | 3,452 |
| Leasing commissions ^(1) (2)^ | $ | 1,858 | $ | 941 | $ | 3,540 | $ | 3,047 |
| Maintenance capital^(1)^ | $ | 1,523 | $ | 1,757 | $ | 6,665 | $ | 3,978 |
| Scheduled debt principal payments ^(1)^ | $ | 368 | $ | 414 | $ | 1,672 | $ | 1,805 |
| Scheduled bond principal payment ^(3)^ | $ | — | $ | — | $ | 7,143 | $ | — |
| Straight-line rent income ^(1)^ | $ | 199 | $ | 214 | $ | 2,099 | $ | 1,686 |
| Market rent amortization income from acquired leases ^(1)^ | $ | 222 | $ | 257 | $ | 873 | $ | 945 |
| Non-cash share-based compensation expense^(1)^ | $ | 1,023 | $ | 1,055 | $ | 3,735 | $ | 1,510 |
| Non-real estate depreciation and amortization ^(1)^ | $ | 34 | $ | 43 | $ | 155 | $ | 170 |
| Amortization of loan fees ^(1)^ | $ | 275 | $ | 282 | $ | 1,112 | $ | 1,123 |
| Undepreciated value of unencumbered properties | $ | 971,199 | $ | 914,766 | $ | 971,199 | $ | 914,766 |
| Number of unencumbered properties | 50 | 50 | 50 | 50 | ||||
| Full time employees | 79 | 75 | 79 | 75 | ||||
| ^(1)^ | Includes pro-rata share attributable to real estate partnership. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated tenant improvement, leasing commissions, maintenance capital, scheduled debt principal payments, straight-line rent income, market rent amortization income from acquired leases, non-cash share based compensation expense, non-real estate depreciation and amortization, and amortization of loan fees based on the information available to us at the time of this Report. | |||||||
| --- | --- | |||||||
| ^(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. | |||||||
| --- | --- | |||||||
| ^(3)^ | Annual bond principal payments for the Series A Notes are scheduled to occur in March of each year, commencing in 2023. | |||||||
| --- | --- |
21
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MARKET CAPITALIZATION AND SELECTED RATIOS | ||||||||||||
| (in thousands, except per share amounts and percentages) | ||||||||||||
| As of December 31, 2023 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| MARKET CAPITALIZATION: | Percent of Total Equity | Total Market Capitalization | Percent of Total Market Capitalization | |||||||||
| Equity Capitalization: | **** | **** | **** | |||||||||
| Common shares outstanding | 98.6 | % | 49,611 | |||||||||
| Operating partnership units outstanding | 1.4 | % | 693 | |||||||||
| Total | 100.0 | % | 50,304 | |||||||||
| Market price of common shares as of December 31, 2023 | **** | $ | 12.29 | **** | ||||||||
| Total equity capitalization | $ | 618,236 | 50 | % | ||||||||
| Debt Capitalization: | **** | **** | **** | |||||||||
| Outstanding debt | $ | 640,549 | ||||||||||
| Less: Cash and cash equivalents | (4,572 | ) | ||||||||||
| Less: Deposit due to real estate partnership debt default | (13,633 | ) | ||||||||||
| Total debt capitalization | 622,344 | 50 | % | |||||||||
| Total Market Capitalization as of December 31, 2023 | $ | 1,240,580 | 100 | % | ||||||||
| SELECTED RATIOS: | ||||||||||||
| --- | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| INTEREST COVERAGE RATIO | December 31, | December 31, | ||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| EBITDAre/Interest Expense | **** | **** | **** | **** | ||||||||
| EBITDAre ^(1)^ | $ | 21,023 | $ | 20,295 | $ | 81,020 | $ | 80,751 | ||||
| Interest expense | 8,303 | 8,082 | 32,866 | 27,193 | ||||||||
| Pro rata share of interest expense from real estate partnership^(2)^ | 1,534 | 158 | 2,010 | 634 | ||||||||
| Less: amortization of loan fees, including pro rata share from real estate partnership ^(2)^ | (275 | ) | (282 | ) | (1,112 | ) | (1,123 | ) | ||||
| Interest expense, excluding amortization of loan fees | 9,562 | 7,958 | 33,764 | 26,704 | ||||||||
| Ratio of EBITDAre to interest expense | 2.2 | 2.6 | 2.4 | 3.0 | ||||||||
| ^(1)^ | For a reconciliation of EBITDAre, see previous section “Reconciliation of Non-GAAP Measures.” | |||||||||||
| --- | --- | |||||||||||
| ^(2)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated pro rata share of interest expense and amortization of loan fees based on the information available to us at the time of this Report. | |||||||||||
| --- | --- |
22
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MARKET CAPITALIZATION AND SELECTED RATIOS | ||||||||||||
| (continued) | ||||||||||||
| (in thousands, except per share amounts and percentages) | ||||||||||||
| LEVERAGE RATIO | As of December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| 2023 | 2022 | |||||||||||
| Debt/Undepreciated Book Value | **** | **** | ||||||||||
| Outstanding debt, net of insurance financing | $ | 640,549 | $ | 625,991 | ||||||||
| Less: Cash | (4,572 | ) | (6,166 | ) | ||||||||
| Less: Deposit due to real estate partnership debt default | (13,633 | ) | — | |||||||||
| Add: Proportional share of net debt of real estate partnership^(1)^ | 8,685 | 8,112 | ||||||||||
| Total Net Debt | $ | 631,029 | $ | 627,937 | ||||||||
| Undepreciated real estate assets | $ | 1,221,466 | $ | 1,199,041 | ||||||||
| Add: Proportional share of real estate from unconsolidated partnership^(1)^ | 45,218 | 46,016 | ||||||||||
| Undepreciated real estate assets | $ | 1,266,684 | $ | 1,245,057 | ||||||||
| Ratio of debt to real estate assets | 50 | % | 50 | % | ||||||||
| ^(1)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated proportional share of net debt and real estate based on the information available to us at the time of this Report. | |||||||||||
| --- | --- | |||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | December 31, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Debt/EBITDAre Ratio | **** | **** | **** | **** | ||||||||
| Outstanding debt, net of insurance financing | $ | 640,549 | $ | 625,991 | $ | 640,549 | $ | 625,991 | ||||
| Less: Cash | (4,572 | ) | (6,166 | ) | (4,572 | ) | (6,166 | ) | ||||
| Less: Deposit due to real estate partnership debt default | (13,633 | ) | — | (13,633 | ) | — | ||||||
| Add: Proportional share of net debt of unconsolidated real estate partnership ^(1)^ | 8,685 | 8,112 | 8,685 | 8,112 | ||||||||
| Total Net Debt | $ | 631,029 | $ | 627,937 | $ | 631,029 | $ | 627,937 | ||||
| EBITDAre | $ | 21,023 | $ | 20,295 | $ | 81,020 | $ | 80,751 | ||||
| Effect of partial period acquisitions and dispositions | $ | (99 | ) | $ | 168 | $ | (469 | ) | $ | (48 | ) | |
| Pro forma EBITDAre | $ | 20,924 | $ | 20,463 | $ | 80,551 | $ | 80,703 | ||||
| Annualized pro forma EBITDAre | $ | 83,696 | $ | 81,852 | $ | 80,551 | $ | 80,703 | ||||
| Ratio of debt to pro forma EBITDAre | 7.5 | 7.7 | 7.8 | 7.8 | ||||||||
| ^(1)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 and 2022 have not been made available to us, we have estimated proportional share of net debt based on the information available to us at the time of this Report. | |||||||||||
| --- | --- |
23
Table of Contents
| Whitestone REIT and Subsidiaries | |||||
|---|---|---|---|---|---|
| SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES | |||||
| TOTAL OUTSTANDING DEBT | |||||
| (in thousands) | |||||
| Description | December 31, 2022 | ||||
| --- | --- | --- | --- | --- | --- |
| Fixed rate notes | **** | **** | **** | **** | **** |
| 265.0 million, 3.18% plus 1.45% to 2.10% Note, due January 31, 2028 (1) | 265,000 | $ | 265,000 | ||
| 80.0 million, 3.72% Note, due June 1, 2027 | 80,000 | 80,000 | |||
| 19.0 million 4.15% Note, due December 1, 2024 | 17,658 | 18,016 | |||
| 20.2 million 4.28% Note, due June 6, 2023 | — | 17,375 | |||
| 14.0 million 4.34% Note, due September 11, 2024 | 12,427 | 12,709 | |||
| 14.3 million 4.34% Note, due September 11, 2024 | 13,257 | 13,520 | |||
| 15.1 million 4.99% Note, due January 6, 2024 | 13,350 | 13,635 | |||
| 2.6 million 5.46% Note, due October 1, 2023 | — | 2,236 | |||
| 50.0 million, 5.09% Note, due March 22, 2029 | 42,857 | 50,000 | |||
| 50.0 million, 5.17% Note, due March 22, 2029 | 50,000 | 50,000 | |||
| 50.0 million, 3.71% plus 1.50% to 2.10% Note, due September 16, 2026 (2) | 50,000 | — | |||
| Floating rate notes | **** | **** | **** | **** | **** |
| Unsecured line of credit, SOFR plus 1.50% to 2.10%, due September 16, 2026 | 96,000 | 103,500 | |||
| Total notes payable principal | 640,549 | 625,991 | |||
| Less deferred financing costs, net of accumulated amortization | (377 | ) | (564 | ) | |
| Total notes payable | 640,172 | $ | 625,427 |
All values are in US Dollars.
| ^(1)^ | Promissory note that includes an interest rate swap that fixes the SOFR portion of the term loan at an interest rate of 2.16% through October 28, 2022, 2.76% from October 29, 2022 through January 31, 2024, and 3.32% from February 1, 2024 though January 31, 2028. | |
|---|---|---|
| ^(2)^ | A portion of the unsecured line of credit includes an interest rate swap to fix the SOFR portion of the loan at 3.71%. | |
| --- | --- | |
| SCHEDULE OF DEBT MATURITIES AS OF DECEMBER 31, 2023 | ||
| --- | ||
| (in thousands) | ||
| Year | Amount Due | |
| --- | --- | --- |
| 2024 | $ | 63,834 |
| 2025 | 17,143 | |
| 2026 | 163,143 | |
| 2027 | 97,143 | |
| 2028 | 282,143 | |
| Thereafter | 17,143 | |
| Total | $ | 640,549 |
24
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SUMMARY OF OCCUPANCY AND TOP TENANTS | ||||||||||||||
| Gross Leasable Area as of | Occupancy % as of | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Community Centered Properties® | December 31, 2023 | December 31, 2023 | September 30, 2023 | June 30, 2023 | March 31, 2023 | |||||||||
| Whitestone | 4,995,190 | 94 | % | 93 | % | 93 | % | 93 | % | |||||
| Unconsolidated real estate partnership ^(1)^ | 926,798 | 54 | % | 54 | % | 54 | % | 54 | % | |||||
| ^1)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 have not been made available to us, we have estimated gross leasable area and occupancy percentage based on the information available to us at the time of this Report. | |||||||||||||
| --- | --- |
25
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SUMMARY OF OCCUPANCY AND TOP TENANTS | ||||||||||
| (continued) | ||||||||||
| Tenant Name | Location | Annualized Rental Revenue (in thousands) | Percentage of Total Annualized Base Rental Revenues (1) | Initial Lease Date | Year Expiring | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Whole Foods Market | Houston | $ | 2,247 | 2.1 | % | 9/3/2014 | 2035 | |||
| Albertsons Companies, Inc. ^(2)^ | Austin and Phoenix | 2,214 | 2.1 | % | 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/16 | 2024, 2025, 2025, 2026 and 2034 | ||||
| Frost Bank | Houston | 2,067 | 1.9 | % | 7/1/2014 | 2029 | ||||
| Newmark Real Estate of Houston LLC | Houston | 1,311 | 1.2 | % | 10/1/2015 | 2026 | ||||
| Bashas' Inc. ^(3)^ | Phoenix | 1,010 | 0.9 | % | 10/9/2004 and 4/1/2009 | 2024 and 2029 | ||||
| Fitness Alliance, LLC | Houston | 971 | 0.9 | % | 11/29/2022 | 2039 | ||||
| Walgreens & Co.^(4)^ | Houston and Phoenix | 955 | 0.9 | % | 11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996 | 2027, 2027, 2056 and 2056 | ||||
| Verizon Wireless ^(5)^ | Houston and Phoenix | 952 | 0.9 | % | 8/16/1994, 2/1/2004, 1/27/2006 and 5/1/2014 | 2024, 2024, 2028 and 2038 | ||||
| Alamo Drafthouse Cinema | Austin | 740 | 0.7 | % | 2/1/2012 | 2031 | ||||
| Total Wine | Houston | 564 | 0.5 | % | 43,431 | 2029 | ||||
| Dollar Tree ^(6)^ | Houston and Phoenix | 543 | 0.5 | % | 8/10/1999, 6/29/2001, 11/8/2009, and 12/17/2009 | 2025, 2025, 2026 and 2027 | ||||
| Paul's Ace Hardware | Phoenix | 490 | 0.5 | % | 3/1/2008 | 2033 | ||||
| Kroger Co. | Dallas | 483 | 0.5 | % | 12/15/2000 | 2027 | ||||
| Regus Corporation | Houston | 479 | 0.4 | % | 5/23/2014 | 2025 | ||||
| Capital Area Multispecialty Providers | Austin | 451 | 0.4 | % | 5/23/2014 | 2026 | ||||
| $ | 15,477 | 14.4 | % | |||||||
| ^(1)^ | Annualized Base Rental Revenues represents the monthly base rent as of December 31, 2023 for each applicable tenant multiplied by 12. | |||||||||
| --- | --- |
26
Table of Contents
| ^(2)^ | As of December 31, 2023, we had five leases with the same tenant occupying space at properties located in Phoenix 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 1.0% 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 $44,000, 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 0.3% 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 0.3% 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 0.4% of our total annualized base rental revenue. |
|---|---|
| ^(3)^ | As of December 31, 2023, 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 0.7% of our total annualized base rental revenue. |
| --- | --- |
| ^(4)^ | As of December 31, 2023, 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 2056, 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 $188,000, 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 2027, was $190,000, 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. |
| --- | --- |
| ^(5)^ | As of December 31, 2023, 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 August 16, 1994, and is scheduled to expire in 2038, was $24,000, 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 2028, was $140,000, 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 0.7% of our total annualized rental revenue. |
| --- | --- |
| ^(6)^ | As of December 31, 2023, we had four 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 $181,000, which represents approximately 0.2% 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 $156,000, which represents approximately 0.1% of our total annualized base rental revenue. |
| --- | --- |
27
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||
|---|---|---|---|---|---|---|
| TENANT TYPE SUMMARY | ||||||
| As of December 31, 2023 | ||||||
| % of Leased SF | % of ABR | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Restaurants & Food Service | 19 | % | 26 | % | ||
| Beauty | 7 | % | 9 | % | ||
| Grocery | 12 | % | 8 | % | ||
| Medical & Dental | 6 | % | 8 | % | ||
| Financial Services | 5 | % | 7 | % | ||
| General Retail | 8 | % | 5 | % | ||
| Home Décor And Improvement | 6 | % | 5 | % | ||
| Apparel | 5 | % | 5 | % | ||
| Fitness | 6 | % | 4 | % | ||
| Non Retail | 4 | % | 4 | % | ||
| Education | 4 | % | 4 | % | ||
| Pet Supply & Services | 3 | % | 3 | % | ||
| Off-Price | 4 | % | 2 | % | ||
| Pharmacies & Nutritional Supplies | 2 | % | 2 | % | ||
| Entertainment | 3 | % | 2 | % | ||
| Local Services | 2 | % | 2 | % | ||
| Wireless | 1 | % | 2 | % | ||
| Sporting Goods | 1 | % | 1 | % | ||
| Automotive Supply & Services | 1 | % | 1 | % | ||
| Postal Services | 1 | % | 1 | % | ||
| Total | 100 | % | 100 | % |
28
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| SUMMARY OF LEASING ACTIVITY | ||||||||
| Three Months Ended | Year Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | December 31, | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| RENEWALS | ||||||||
| Number of Leases | 32 | 38 | 180 | 201 | ||||
| Total Square Feet^(1)^ | 142,807 | 83,367 | 689,598 | 558,843 | ||||
| Average Square Feet | 4,463 | 2,194 | 3,831 | 2,780 | ||||
| Total Lease Value | $ | 23,621,000 | $ | 9,680,000 | $ | 62,853,000 | $ | 51,788,000 |
| NEW LEASES | ||||||||
| Number of Leases | 44 | 22 | 119 | 120 | ||||
| Total Square Feet^(1)^ | 116,183 | 145,413 | 287,169 | 373,686 | ||||
| Average Square Feet | 2,641 | 6,610 | 2,413 | 3,114 | ||||
| Total Lease Value | $ | 26,659,000 | $ | 27,530,000 | $ | 56,021,000 | $ | 66,483,000 |
| TOTAL LEASES | ||||||||
| Number of Leases | 76 | 60 | 299 | 321 | ||||
| Total Square Feet^(1)^ | 258,990 | 228,780 | 976,767 | 932,529 | ||||
| Average Square Feet | 3,408 | 2,660 | 3,267 | 2,905 | ||||
| Total Lease Value | $ | 50,280,000 | $ | 37,210,000 | $ | 118,874,000 | $ | 118,271,000 |
| ^(1)^ | Represents the square footage as the result of new, renewal, expansion and contraction leases. | |||||||
| --- | --- |
29
Table of Contents
| 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: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| 4th Quarter 2023 | 51 | $ | 38,447,409 | 199,155 | 6.1 | $ | 4,557,889 | $ | 22.89 | $ | 30.58 | $ | 27.85 | $ | 543,678 | 9.8 | % | $ | 1,121,445 | 21.8 | % | ||||||
| 3rd Quarter 2023 | 70 | 20,499,404 | 306,841 | 4.0 | 596,132 | 1.94 | 16.04 | 14.51 | 469,745 | 10.5 | % | 1,001,542 | 24.4 | % | |||||||||||||
| 2nd Quarter 2023 | 64 | 15,875,074 | 163,565 | 3.4 | 650,775 | 3.98 | 24.14 | 22.98 | 189,535 | 5.0 | % | 649,707 | 18.7 | % | |||||||||||||
| 1st Quarter 2023 | 36 | 11,533,259 | 81,593 | 4.1 | 366,167 | 4.49 | 29.50 | 26.03 | 283,228 | 13.3 | % | 429,521 | 20.8 | % | |||||||||||||
| Total - 12 months | 221 | $ | 86,355,146 | 751,154 | 4.5 | $ | 6,170,963 | $ | 8.22 | $ | 23.12 | $ | 21.14 | $ | 1,486,186 | 9.4 | % | $ | 3,202,215 | 21.7 | % | ||||||
| Comparable New Leases: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| 4th Quarter 2023 | 22 | $ | 16,633,936 | 69,717 | 8.3 | $ | 2,488,839 | $ | 35.70 | $ | 28.47 | $ | 22.78 | $ | 396,321 | 25.0 | % | $ | 564,462 | 37.3 | % | ||||||
| 3rd Quarter 2023 | 14 | 5,488,302 | 36,657 | 6.2 | 397,856 | 10.85 | 23.60 | 21.51 | 76,796 | 9.7 | % | 173,162 | 23.6 | % | |||||||||||||
| 2nd Quarter 2023 | 15 | 4,751,300 | 23,141 | 6.3 | 441,186 | 19.07 | 27.18 | 25.84 | 30,893 | 5.2 | % | 175,035 | 32.2 | % | |||||||||||||
| 1st Quarter 2023 | 7 | 3,039,847 | 10,188 | 6.8 | 245,826 | 24.13 | 36.39 | 36.55 | (1,707 | ) | (0.5 | )% | 32,913 | 9.5 | % | ||||||||||||
| Total - 12 months | 58 | $ | 29,913,385 | 139,703 | 7.3 | $ | 3,573,707 | $ | 25.58 | $ | 27.55 | $ | 23.96 | $ | 502,303 | 15.0 | % | $ | 945,572 | 30.1 | % | ||||||
| Comparable Renewal Leases: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| 4th Quarter 2023 | 29 | $ | 21,813,473 | 129,438 | 5.0 | $ | 2,069,050 | $ | 15.98 | $ | 31.72 | $ | 30.58 | $ | 147,357 | 3.7 | % | $ | 556,983 | 15.3 | % | ||||||
| 3rd Quarter 2023 | 56 | 15,011,102 | 270,184 | 3.7 | 198,276 | 0.73 | 15.02 | 13.56 | 392,949 | 10.7 | % | 828,380 | 24.6 | % | |||||||||||||
| 2nd Quarter 2023 | 49 | 11,123,774 | 140,424 | 3.0 | 209,589 | 1.49 | 23.64 | 22.51 | 158,642 | 5.0 | % | 474,672 | 16.2 | % | |||||||||||||
| 1st Quarter 2023 | 29 | 8,493,412 | 71,405 | 3.8 | 120,341 | 1.69 | 28.52 | 24.53 | 284,935 | 16.3 | % | 396,608 | 23.0 | % | |||||||||||||
| Total - 12 months | 163 | $ | 56,441,761 | 611,451 | 3.8 | $ | 2,597,256 | $ | 4.25 | $ | 22.11 | $ | 20.50 | $ | 983,883 | 7.8 | % | $ | 2,256,643 | 21.5 | % |
30
Table of Contents
| 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 | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| 4th Quarter 2023 | 76 | $ | 50,279,763 | 258,990 | 4.7 | $ | 6,262,868 | $ | 24.18 | $ | 29.95 | |||
| 3rd Quarter 2023 | 87 | 26,838,561 | 350,386 | 4.1 | 1,136,730 | 3.24 | 17.13 | |||||||
| 2nd Quarter 2023 | 85 | 26,516,572 | 221,407 | 4.2 | 1,677,267 | 7.58 | 24.02 | |||||||
| 1st Quarter 2023 | 51 | 15,239,286 | 145,984 | 3.6 | 887,737 | 6.08 | 21.05 | |||||||
| Total - 12 months | 299 | $ | 118,874,182 | 976,767 | 4.3 | $ | 9,964,602 | $ | 10.20 | $ | 22.68 | |||
| New | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| 4th Quarter 2023 | 44 | $ | 26,659,160 | 116,183 | 5.0 | $ | 4,152,302 | $ | 35.74 | $ | 28.02 | |||
| 3rd Quarter 2023 | 29 | 11,169,111 | 74,901 | 5.5 | 928,319 | 12.39 | 23.85 | |||||||
| 2nd Quarter 2023 | 27 | 11,969,377 | 63,500 | 6.6 | 1,209,554 | 19.05 | 23.31 | |||||||
| 1st Quarter 2023 | 19 | 6,223,656 | 32,585 | 6.0 | 749,338 | 23.00 | 26.72 | |||||||
| Total - 12 months | 119 | $ | 56,021,304 | 287,169 | 5.8 | $ | 7,039,513 | $ | 24.51 | $ | 25.74 | |||
| Renewal | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| 4th Quarter 2023 | 32 | $ | 23,620,603 | 142,807 | 4.5 | $ | 2,110,566 | $ | 14.78 | $ | 31.52 | |||
| 3rd Quarter 2023 | 58 | 15,669,450 | 275,485 | 3.7 | 208,411 | 0.76 | 15.30 | |||||||
| 2nd Quarter 2023 | 58 | 14,547,195 | 157,907 | 3.2 | 467,713 | 2.96 | 24.30 | |||||||
| 1st Quarter 2023 | 32 | 9,015,630 | 113,399 | 2.9 | 138,399 | 1.22 | 19.41 | |||||||
| Total - 12 months | 180 | $ | 62,852,878 | 689,598 | 3.6 | $ | 2,925,089 | $ | 4.24 | $ | 21.40 | |||
| ^(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. |
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| Whitestone REIT and Subsidiaries | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| LEASE EXPIRATIONS ^(1)^ | ||||||||||||||
| **** | Annualized Base Rent^(2)^ | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gross Leasable Area | as of December 31, 2023 | |||||||||||||
| Year | Number of Leases | Square Feet | Percent of Gross Leasable Area | Amount (in thousands) | Percent of Total | Per Square Foot | ||||||||
| 2024 | 460 | 818,659 | 16.4 | % | $ | 17,587 | 16.4 | % | $ | 21.48 | ||||
| 2025 | 231 | 821,892 | 16.5 | % | 16,906 | 15.8 | % | 20.57 | ||||||
| 2026 | 187 | 605,398 | 12.1 | % | 13,445 | 12.6 | % | 22.21 | ||||||
| 2027 | 172 | 601,031 | 12.0 | % | 14,308 | 13.4 | % | 23.81 | ||||||
| 2028 | 165 | 570,799 | 11.4 | % | 13,635 | 12.7 | % | 23.89 | ||||||
| 2029 | 79 | 444,024 | 8.9 | % | 9,716 | 9.1 | % | 21.88 | ||||||
| 2030 | 38 | 113,300 | 2.3 | % | 3,695 | 3.5 | % | 32.61 | ||||||
| 2031 | 31 | 140,975 | 2.8 | % | 3,959 | 3.7 | % | 28.08 | ||||||
| 2032 | 30 | 143,183 | 2.9 | % | 3,556 | 3.3 | % | 24.83 | ||||||
| 2033 | 22 | 135,856 | 2.7 | % | 2,860 | 2.7 | % | 21.05 | ||||||
| Total | 1,415 | 4,395,117 | 88.0 | % | $ | 99,667 | 93.2 | % | $ | 22.68 | ||||
| ^(1)^ | Lease expirations table reflects rents in place as of December 31, 2023, and does not include option periods. | |||||||||||||
| --- | --- | |||||||||||||
| ^(2)^ | Annualized Base Rent represents the monthly base rent as of December 31, 2023 for each tenant multiplied by 12. | |||||||||||||
| --- | --- |
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Table of Contents
| Whitestone REIT and Subsidiaries | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property Details | |||||||||||||
| As of December 31, 2023 | |||||||||||||
| Year Built/ | Gross Leasable | Percent Occupied at | Annualized Base Rental Revenue | Average Base Rental Revenue Per | Average Net Effective Annual Base Rent Per Leased | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Community Name | Location | Renovated | Square Feet | 12/31/2023 | (in thousands) (1) | Sq. Ft. (2) | Sq. Ft.(3) | ||||||
| Whitestone Properties: | **** | ||||||||||||
| Ahwatukee Plaza | Phoenix | 1979 | 72,650 | 81 | % | $ | 844 | $ | 14.34 | $ | 18.13 | ||
| Anderson Arbor | Austin | 2001 | 89,746 | 97 | % | 1,956 | 22.47 | 23.03 | |||||
| Anthem Marketplace | Phoenix | 2000 | 113,293 | 96 | % | 1,688 | 15.52 | 16.74 | |||||
| Anthem Marketplace Phase II | Phoenix | 2019 | 6,853 | 100 | % | 248 | 36.19 | 33.85 | |||||
| Arcadia Towne Center | Phoenix | 1966 | 69,503 | 100 | % | 1,771 | 25.48 | 26.93 | |||||
| BLVD Place | Houston | 2014 | 216,944 | 99 | % | 9,646 | 44.91 | 45.19 | |||||
| The Citadel | Phoenix | 2013 | 28,547 | 94 | % | 560 | 20.87 | 20.61 | |||||
| City View Village | San Antonio | 2005 | 17,870 | 100 | % | 591 | 33.07 | 33.02 | |||||
| Dana Park Pad | Phoenix | 2002 | 12,000 | 100 | % | 326 | 27.17 | 29.00 | |||||
| Davenport Village | Austin | 1999 | 128,934 | 95 | % | 3,589 | 29.30 | 29.15 | |||||
| Eldorado Plaza | Dallas | 2004 | 219,287 | 100 | % | 3,657 | 16.68 | 16.97 | |||||
| Fountain Hills | Phoenix | 2009 | 111,289 | 93 | % | 1,723 | 16.65 | 16.66 | |||||
| Fountain Square | Phoenix | 1986 | 118,209 | 92 | % | 2,020 | 18.57 | 18.02 | |||||
| Fulton Ranch Towne Center | Phoenix | 2005 | 120,575 | 92 | % | 2,411 | 21.73 | 21.90 | |||||
| Gilbert Tuscany Village | Phoenix | 2009 | 49,415 | 100 | % | 1,042 | 21.09 | 22.26 | |||||
| Heritage | Dallas | 2006 | 70,431 | 100 | % | 1,766 | 25.07 | 24.52 | |||||
| HQ Village | Dallas | 2009 | 89,134 | 94 | % | 2,652 | 31.65 | 31.44 | |||||
| Keller Place | Dallas | 2001 | 93,541 | 96 | % | 1,118 | 12.45 | 13.79 | |||||
| Kempwood Plaza | Houston | 1974 | 91,302 | 100 | % | 1,403 | 15.37 | 15.24 | |||||
| La Mirada | Phoenix | 1997 | 147,209 | 98 | % | 3,775 | 26.17 | 25.55 | |||||
| Lake Woodlands Crossing | Houston | 2018 | 60,246 | 100 | % | 1,974 | 32.77 | 40.88 | |||||
| Lakeside Market | Dallas | 2000 | 162,649 | 91 | % | 4,064 | 27.46 | 28.51 | |||||
| Las Colinas | Dallas | 2000 | 104,919 | 96 | % | 3,022 | 30.00 | 31.65 | |||||
| Lion Square | Houston | 1980 | 117,592 | 96 | % | 1,978 | 17.52 | 17.57 | |||||
| The MarketPlace at Central | Phoenix | 2012 | 111,130 | 99 | % | 1,175 | 10.68 | 10.23 | |||||
| Market Street at DC Ranch | Phoenix | 2003 | 244,888 | 99 | % | 6,090 | 25.12 | 24.90 | |||||
| Mercado at Scottsdale Ranch | Phoenix | 1987 | 118,730 | 95 | % | 2,047 | 18.15 | 17.49 | |||||
| Paradise Plaza | Phoenix | 1983 | 125,898 | 89 | % | 1,681 | 15.00 | 14.64 | |||||
| Parkside Village North | Austin | 2005 | 27,045 | 100 | % | 921 | 34.05 | 33.31 | |||||
| Parkside Village South | Austin | 2012 | 90,101 | 96 | % | 2,501 | 28.91 | 29.06 | |||||
| Pinnacle of Scottsdale | Phoenix | 1991 | 113,108 | 99 | % | 2,746 | 24.52 | 24.00 | |||||
| Pinnacle Phase II | Phoenix | 2017 | 27,063 | 100 | % | 880 | 32.52 | 30.41 | |||||
| The Promenade at Fulton Ranch | Phoenix | 2007 | 98,792 | 90 | % | 1,498 | 16.85 | 18.10 | |||||
| Providence | Houston | 1980 | 90,327 | 94 | % | 1,125 | 13.25 | 13.78 | |||||
| Quinlan Crossing | Austin | 2012 | 109,892 | 94 | % | 2,655 | 25.70 | 26.09 | |||||
| Seville | Phoenix | 1990 | 90,042 | 91 | % | 2,926 | 35.71 | 34.38 | |||||
| Shaver | Houston | 1978 | 21,926 | 100 | % | 383 | 17.47 | 17.19 | |||||
| Shops at Pecos Ranch | Phoenix | 2009 | 78,767 | 100 | % | 2,087 | 26.50 | 28.51 | |||||
| Shops at Starwood | Dallas | 2006 | 55,385 | 100 | % | 1,919 | 34.65 | 35.21 | |||||
| The Shops at Williams Trace | Houston | 1985 | 132,991 | 98 | % | 2,366 | 18.15 | 19.20 | |||||
| Starwood Phase II | Dallas | 2016 | 35,351 | 92 | % | 1,266 | 38.93 | 35.85 | |||||
| The Strand at Huebner Oaks | San Antonio | 2000 | 73,920 | 97 | % | 1,868 | 26.05 | 25.44 | |||||
| SugarPark Plaza | Houston | 1974 | 95,032 | 98 | % | 1,464 | 15.72 | 15.27 | |||||
| Sunset at Pinnacle Peak | Phoenix | 2000 | 41,530 | 98 | % | 890 | 21.87 | 22.68 | |||||
| Terravita Marketplace | Phoenix | 1997 | 102,733 | 97 | % | 1,539 | 15.44 | 15.26 | |||||
| Town Park | Houston | 1978 | 43,526 | 100 | % | 1,107 | 25.43 | 26.01 | |||||
| Village Square at Dana Park | Phoenix | 2009 | 323,026 | 88 | % | 6,662 | 23.44 | 23.57 |
33
Table of Contents
| Whitestone REIT and Subsidiaries | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property Details | ||||||||||||||
| As of December 31, 2023 | ||||||||||||||
| Year Built/ | Gross Leasable | Percent Occupied at | Annualized Base Rental Revenue | Average Base Rental Revenue Per | Average Net Effective Annual Base Rent Per Leased | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Community Name | Location | Renovated | Square Feet | 12/31/2023 | (in thousands) (1) | Sq. Ft. (2) | Sq. Ft.(3) | |||||||
| Williams Trace Plaza | Houston | 1983 | 129,222 | 89 | % | 2,514 | 21.86 | 31.80 | ||||||
| Windsor Park | San Antonio | 2012 | 196,458 | 85 | % | 1,739 | 10.41 | 10.98 | ||||||
| Woodlake Plaza | Houston | 1974 | 106,169 | 58 | % | 1,101 | 17.88 | 18.74 | ||||||
| Total/Weighted Average - Whitestone Properties | 4,995,190 | 94 | % | 106,974 | 22.78 | 23.35 | ||||||||
| 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 (4) | — | — | % | — | — | — | ||||||||
| Grand Total/Weighted Average - Whitestone Properties | 4,995,190 | 94 | % | $ | 106,974 | $ | 22.78 | $ | 23.35 | |||||
| Properties owned in Unconsolidated Real Estate Partnership (81.4% ownership)(5): | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |
| 9101 LBJ Freeway | Dallas | 1985 | 125,874 | 45 | % | $ | 1,194 | $ | 18.97 | $ | 18.43 | |||
| Corporate Park Northwest | Houston | 1981 | 174,359 | 73 | % | 1,805 | 14.18 | 14.02 | ||||||
| Corporate Park Woodland II | Houston | 2000 | 14,344 | 83 | % | 201 | 16.88 | 17.22 | ||||||
| Holly Hall Industrial Park | Houston | 1980 | 90,000 | 67 | % | 394 | 7.68 | 7.56 | ||||||
| Holly Knight | Houston | 1984 | 20,015 | 70 | % | 384 | 22.31 | 21.84 | ||||||
| Interstate 10 Warehouse | Houston | 1980 | 151,000 | 6 | % | 68 | 7.51 | 7.51 | ||||||
| Uptown Tower | Dallas | 1982 | 253,981 | 56 | % | 3,854 | 24.47 | 23.97 | ||||||
| Westgate Service Center | Houston | 1984 | 97,225 | 83 | % | 700 | 8.67 | 8.19 | ||||||
| Total/Weighted Average - Unconsolidated Properties | 926,798 | 54 | % | $ | 8,600 | $ | 16.57 | $ | 16.22 | |||||
| ^(1)^ | Calculated as the tenant’s actual December 31, 2023 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of December 31, 2023. 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 December 31, 2023 equaled approximately $361,420 for the month ended December 31, 2023. | |||||||||||||
| --- | --- | |||||||||||||
| ^(2)^ | Calculated as annualized base rent divided by leased square feet as of December 31, 2023. | |||||||||||||
| --- | --- | |||||||||||||
| ^(3)^ | Represents (i) the contractual base rent for leases in place as of December 31, 2023, 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 December 31, 2023. | |||||||||||||
| --- | --- | |||||||||||||
| ^(4)^ | As of December 31, 2023, these parcels of land were held for development and, therefore, had no gross leasable area. | |||||||||||||
| --- | --- | |||||||||||||
| ^(5)^ | We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of December 31, 2023 have not been made available to us, we have estimated annualized base rental revenue and average net effective annual base rent based on the information available to us at the time of this Report. | |||||||||||||
| --- | --- |
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