Whitestone REIT
Reports Fourth Quarter and Full Year 2019 Results

-Net Income Per Diluted Share Attributable to Whitestone REIT of $0.37 for the Fourth Quarter and $0.57 for the Full Year-
-Grew Same Store Net Operating Income (“NOI”) by 4.7% for the Fourth Quarter Compared to the Same Period in 2018, and 2.4% for the Full Year 2019-
-Provides 2020 Guidance-

Houston, Texas, February 26, 2020 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the quarter and year ended December 31, 2019. Whitestone is a pure-play community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality “e-commerce resistant” neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provide daily necessities, needed services and entertainment to the respective communities which are not readily available online.

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

Fourth Quarter and Full Year Operating and Financial Highlights:

Full Year 2019 funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), was $0.90 per share compared to $0.94 in 2018;
Fourth Quarter Funds from Operations Core (“FFO Core”) was $0.26 per share compared to $0.27 per share in the prior year quarter;
Full Year FFO Core was $1.06 per share compared to $1.16 per share in 2018;
Rental rates on new and renewal leases signed in 2019 increased 9.6% and 10.2%, respectively, on a GAAP basis;
Annualized Base Rent per leased square foot grew to $19.77 from $19.35;
Acquired Las Colinas Village in Irving, Texas for $34.8 Million;
The sale of three properties owned through an investment in Pillarstone REIT Operating Partnership, L.P. ("Pillarstone OP") in the fourth quarter of 2019; and
Net Debt to EBITDA, adjusted improved to 8.6 times from 8.7 times in the fourth quarter of 2018.

“We continued to show strong underlying fundamentals in 2019 as we grew same store NOI by 4.7% in the fourth quarter and 2.4% for the full year,” commented Jim Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT. “We also made significant progress increasing rental rates, realizing significant income from equity investment as a result of gains on Pillarstone OP asset dispositions, scaling our G&A and making progress on our capital structure.”

Mr. Mastandrea concluded, “We are pleased with our acquisition of Las Colinas Village in Irving, Texas in the fourth quarter, and look forward to growing the portfolio and cashflow in the years ahead. Our high-quality properties in high growth markets coupled with our ‘e-commerce resistant’, service-based business model, will continue to result in long-term value creation for all our stakeholders. This is evidenced in our long term, industry-leading Total Shareholder Returns, which rank us number one of the U.S. public shopping center REITs over a three-year timeframe, and number two over a five-year timeframe.”

Financial Results
Reconciliations of Net Income Attributable to Whitestone REIT to FFO and FFO Core are included herein.

The Company reported Net Income attributable to Whitestone REIT of $15.8 million, or $0.37 per share for the fourth quarter of 2019, compared to $8.5 million, or $0.21 per share for the same period in 2018. For the year, Net Income attributable to Whitestone REIT was $23.7 million, or $0.57 per share, for 2019 compared to $21.4 million or $0.52 per share for 2018.

FFO was $8.9 million, or $0.21 per share for the fourth quarter of 2019, compared to $9.5 million, or $0.23 per share for the same period in 2018. For the year, FFO was $38.0 million, or $0.90 per share in 2019, compared to $39.4 million, or $0.94 per share in 2018.


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FFO Core was $11.1 million, or $0.26 per share in the fourth quarter of 2019, compared to $11.4 million, or $0.27 per share in the same period of 2018. For the year, FFO Core was $44.9 million, or $1.06 per share compared to $48.8 million or $1.16 per share in 2018.

Operating Results

For the periods ending December 31, 2019, the Company’s operating highlights were as follows:
 
Q4-2019
YTD 2019
Occupancy:
 
 
Wholly Owned Properties
90.3%
90.3%
Same Store Property Net Operating Income Growth(1)
4.7%
2.4%
Rental Rate Growth - Total (GAAP Basis):
14.4%
10.1%
New Leases
50.0%
9.6%
Renewal Leases
13.3%
10.2%
 
 
 
Leasing Transactions:
 
 
Number of New Leases
21
109
New Leases - Annualized Revenue (millions)
$4.7
$28.2
Number of Renewal Leases
55
208
Renewal Leases - Annualized Revenue (millions)
$22.7
$59.8
(1) Excludes straight-line rent, amortization of above/below market rates and lease termination fees in both periods.

Real Estate Portfolio Update

Community Centered PropertiesTM Portfolio Statistics:

As of December 31, 2019, Whitestone wholly owned 58 Community Centered PropertiesTM with 5.0 million square feet of gross leasable area ("GLA"). Five of the 58 Community Centered PropertiesTM are land parcels held for future development. The portfolio is comprised of 30 properties in Texas, 27 in Arizona and one in Illinois. Whitestone’s Retail Community Centered PropertiesTM are located in Austin (4), San Antonio (3), Chicago (1), Dallas-Fort Worth (8), Houston (15) and the greater Phoenix metropolitan area (27). In addition to being business friendly, these are six of the top markets in the country in terms of size, economic strength and population growth. 2017 estimates show the projected 5-year population growth rates for both Austin and Dallas-Fort Worth to be 9.7%, San Antonio to be 8.6%, Houston to be 8.0%, and Phoenix to be 6.6% (1). The Company’s retail properties in these markets are generally located on the best retail corners embedded in affluent communities. The Company also owns an 81.4% equity interest in and manages eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.

At the end of the fourth quarter, the Company’s diversified tenant base was comprised of approximately 1,400 tenants, with the largest tenant accounting for only 2.9% of annualized base rental revenues. Lease terms range from less than one year for smaller tenants to over 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.

Acquisition Activity and Disposition Activity:

In December 2019, the Company acquired Las Colinas Village, a Community Centered Property,® for $34.8 million in cash and net prorations. Las Colinas, a 104,919 square foot property, was 86% leased at the time of purchase.

In October 2019, Pillarstone OP, through an indirect wholly owned subsidiary, Whitestone Industrial-Office, LLC, sold a portfolio of three properties in Houston, Texas to an unaffiliated third party for $39.7 million in cash. The Company owns 81.4% of Pillarstone OP, accounts for its ownership under the equity method and which includes a gain on the sale of $13.8 million in the fourth quarter in equity in earnings of real estate partnership. Pillarstone OP used the net proceeds, after customary closing deductions, to pay off mortgage debt, and distributed approximately $11 million to Whitestone inclusive of repayment of debt.



(1) Source: Claritas, as of April 2017.

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Balance Sheet and Liquidity

Reflecting the Company’s acquisition and disposition activity during the year and selective development and redevelopment, undepreciated real estate assets grew $47.7 million to $1.1 billion at December 31, 2019.

At December 31, 2019, 50 of the Company’s wholly owned 58 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $802.5 million. At December 31, 2019, the Company had total real estate debt, net of cash, of $630.4 million, of which approximately 85% was subject to fixed interest rates. The Company’s weighted average interest rate on all fixed rate debt as of the end of the fourth quarter was 4.1% and the weighted average remaining term was 5.3 years.

At fourth quarter end, Whitestone had $15.5 million of cash available on its balance sheet and $140.5 million of available capacity under its credit facility.

Dividend

On December 18, 2019, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the first quarter of 2020, to be paid in three equal installments of $0.095 in January, February, and March of 2020.

2020 Guidance

The Company’s outlook for 2020 is as follows:

 
2020 Guidance
Net income attributable to Whitestone REIT (per share)
$0.20 - $0.24
NAREIT FFO (per share)
$0.87 - $0.91
FFO Core
$1.05 - $1.09
Same Store NOI growth(2)
1.0% - 3.0%

The following table outlines the key factors impacting 2020 FFO and FFO Core ranges, and accounts for the difference from the Company's 2019 reported FFO and FFO Core:

 
FFO
FFO Core
 
Low
High
Low
High
Actual - 2019
$0.90
$0.90
$1.06
$1.06
   Increased share count
(0.04)
(0.04)
(0.05)
(0.05)
   2019 Acquisitions
0.05
0.05
0.05
0.05
   2019 Dispositions
(0.02)
(0.02)
(0.02)
(0.02)
   Same Store NOI growth(2)
0.02
0.06
0.02
0.06
   Interest Expense (Rate)
(0.01)
(0.01)
(0.01)
(0.01)
   Early Debt Extinguishment Cost
(0.03)
(0.03)
Guidance - 2020
$0.87
$0.91
$1.05
$1.09

(2) Reported on a GAAP basis, inclusive of lease termination fees, straight line rent and amortization of above/below market rents for both periods.

Note: Guidance reflects management’s view of current and future market conditions, as well as the earnings impact of events referenced in our earnings release and supplemental data package. This guidance does not include the operational or capital impact of any future unannounced acquisition, disposition, development or redevelopment activity. Estimates involve numerous assumptions such as rental income, interest rates, tenant default, occupancy rates, expenses and numerous other factors. Not all of the factors are determinable at this time and actual results may vary from the projected results and may be above or below the

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range indicated. We will update our guidance as needed to reflect the earnings impact of acquisitions, dispositions, development and redevelopment and changes to numerous other assumptions and factors.

RECONCILIATION OF NON-GAAP MEASURES - 2020 FINANCIAL GUIDANCE
(per diluted common share and OP unit)
 
Projected Range
 
Full Year 2020
 
Low
High
Net income attributable to Whitestone REIT
$0.20
$0.24
 
 
 
Adjustments to reconcile net income to FFO:
 
 
Depreciation and amortization of real assets
0.63
0.63
Depreciation and amortization of real estate partnership (pro rata)
0.04
0.04
FFO (NAREIT)
$0.87
$0.91
 
 
 
Adjustments to reconcile FFO to FFO Core:
 
 
Non cash share based compensation expense
0.15
0.15
Early debt extinguishment costs of real estate partnership (pro rata)
0.03
0.03
 FFO Core
$1.05
$1.09
 
 
 
Same Store NOI Growth (3)
1%
3%
Occupancy (Average)
90.5%
92.0%
Average interest rate on all debt
4.2%
4.2%
Weighted average shares and OP units (in thousands)
44,468
44,468

(3) Inclusive of lease termination fees, straight line rent and amortization of above/below market rents.


Conference Call Information

In conjunction with the issuance of its financial results, the Company invites you to listen to the its earnings release conference call to be broadcast live on Thursday, February 27, 2020 at 10:00 A.M. Central Time. The call will be led by James C. Mastandrea, Chairman and Chief Executive Officer, and David K. Holeman, Chief Financial Officer. Conference call access information is as follows:

Dial-in number for domestic participants:         (800) 239-9838
Dial-in number for international participants:     (323) 794-2551

The conference call will be recorded, and a telephone replay will be available through Thursday, March 12, 2020. Replay access information is as follows:

Replay number for domestic participants:        (844) 512-2921
Replay number for international participants:    (412) 317-6671
Passcode (for all participants):            8103659

To listen to a live 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.


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The fourth quarter and full year earnings release and supplemental data package will be located in the Investor Relations section of the Company’s website. For those without internet access, the earnings release and supplemental data package will be available by mail upon request. To receive a copy, please call the Company’s Investor Relations line at (713) 435-2219.

Supplemental Financial Information

Supplemental materials and details regarding Whitestone's results of operations, communities and tenants are available on the Company's website at www.whitestonereit.com.


About Whitestone REIT

Whitestone is a community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality "e-commerce resistant" neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provides daily necessities, needed services and entertainment to the communities in which they are located. Whitestone's properties are primarily located in business-friendly Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio, which are among the fastest growing U.S. population centers with highly educated workforces, high household incomes and strong job growth. For additional information, visit www.whitestonereit.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends for all such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such information is subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements include statements about our earnings guidance, future liquidity, performance growth and expectations and other matters and can generally be identified by the Company’s use of forward-looking terminology, such as “may,” “will,” “plan,” “expect,” “intend,” “anticipate,” “believe,” “continue,” “goals” or similar words or phrases that are predictions of future events or trends and which do not relate solely to historical matters.

The following are additional factors that could cause the Company's actual results and its expectations to differ materially from those described in the Company's forward-looking statements: the Company's ability to meet its long-term goals, its assumptions regarding its earnings guidance, including its ability to execute effectively its acquisition and disposition strategy, to continue to execute its development pipeline on schedule and at the expected costs, and its ability to grow its NOI as expected, which could be impacted by a number of factors, including, among other things, its ability to continue to renew leases or re-let space on attractive terms and to otherwise address its leasing rollover; its ability to successfully identify, finance and consummate suitable acquisitions, and the impact of such acquisitions, including financing developments, capitalization rates and internal rates of return; the Company’s ability to reduce or otherwise effectively manage its general and administrative expenses; the Company’s ability to fund from cash flows or otherwise distributions to its shareholders at current rates or at all; current adverse market and economic conditions; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic, legislative and regulatory changes, including the impact of the Tax Cuts and Jobs Act of 2017; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended; 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 EBITDA, FFO, FFO Core, and NOI. Following are explanations and reconciliations of these metrics to their most comparable GAAP metric.


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EBITDA: Earnings Before Interest, Tax, Depreciation and Amortization: Management believes that EBITDA is an appropriate supplemental measure of operating performance to net income attributable to the Company. The Company defines EBITDA as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes), adjustments for unconsolidated real estate partnership and general and administrative expenses. Management believes that EBITDA provides useful information to the investment community about the Company's operating performance when compared to other REITs since EBITDA is generally recognized as a standard measure. However, EBITDA should not be viewed as a measure of the Company's overall financial performance since it does not reflect depreciation and amortization, involuntary conversion, interest expense, provision for income taxes, gain or loss on sale or disposition of assets and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating EBITDA and, accordingly, the Company's EBITDA may not be comparable to other REITs.

FFO: Funds From Operations: Management believes that FFO is a useful measure of the Company's operating performance. The Company computes FFO as defined by NAREIT, which states that FFO should represent net income available to common shareholders (computed in accordance with GAAP) excluding gains or losses from sales of operating assets or assets of unconsolidated real estate partnership, impairment charges and extraordinary items, plus depreciation and amortization of operating properties, including the Company's share of unconsolidated real estate joint ventures and partnerships. FFO does not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company's performance or to cash flow from operations as a measure of liquidity or ability to make distributions and service debt.

Management considers FFO a useful additional measure of performance for an equity REIT because it facilitates an understanding of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, management believes that FFO provides a more meaningful and accurate indication of the Company's performance and useful information for the investment community to compare Whitestone to other REITs since FFO is generally recognized as the industry standard for reporting the operations of REITs.

Other REITs may use different methodologies for calculating FFO, and accordingly, the Company's FFO may not be comparable to other REITs. The Company presents FFO per diluted share calculations that are based on the outstanding dilutive common shares plus the outstanding OP units for the periods presented.

FFO Core: Funds From Operations Core: Management believes that the computation of FFO in accordance with NAREIT's definition includes certain non-cash and non-comparable items that affect the Company's period-over-period performance. These items include, but are not limited to, legal settlements, proxy contest fees, debt extension costs, non-cash share-based compensation expense and rent support agreement payments received from sellers on acquired assets. In addition, the Company believes that FFO Core is a useful supplemental measure for the investing community to use in comparing the Company to other REITs as many REITs provide some form of adjusted or modified FFO. However, other REITs may use different adjustments, and the Company's FFO Core may not be comparable to the adjusted or modified FFO of other REITs.

NOI: Net Operating Income: Management believes that NOI is a useful measure of the Company's property operating performance. The Company defines NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because NOI excludes general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, pro rata share of NOI of unconsolidated entities and capital expenditures and leasing costs, 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. The Company uses NOI to evaluate its operating performance since NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about the Company's 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 the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs.


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Same Store NOI: Management believes that Same Store NOI is a useful measure of the Company’s property operating performance because it includes only the properties that have been owned for the entire period being compared, and that it is used 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.

Investors Contact:
Kevin Reed, Director of Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com



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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
 
 
 
 
 
December 31, 2019
 
December 31, 2018
 
 
 
 
 
ASSETS
Real estate assets, at cost
 
 
 
 
Property
 
$
1,099,955

 
$
1,052,238

Accumulated depreciation
 
(137,933
)
 
(113,300
)
Total real estate assets
 
962,022

 
938,938

Investment in real estate partnership
 
34,097

 
26,236

Cash and cash equivalents
 
15,530

 
13,658

Restricted cash
 
113

 
128

Escrows and acquisition deposits
 
8,388

 
8,211

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
22,854

 
21,642

Receivable due from related party
 
477

 
394

Financed receivable due from related party
 

 
5,661

Unamortized lease commissions, legal fees and loan costs
 
8,960

 
6,698

Prepaid expenses and other assets(1)
 
3,819

 
7,306

Total assets
 
$
1,056,260

 
$
1,028,872

LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
Notes payable
 
$
644,699

 
$
618,205

Accounts payable and accrued expenses(2)
 
39,336

 
33,729

Payable due to related party
 
307

 
58

Tenants' security deposits
 
6,617

 
6,130

Dividends and distributions payable
 
12,203

 
11,600

Total liabilities
 
703,162

 
669,722

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, 2019 and December 31, 2018
 

 

Common shares, $0.001 par value per share; 400,000,000 shares authorized; 41,492,117 and 39,778,029 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively
 
41

 
39

Additional paid-in capital
 
554,816

 
527,662

Accumulated deficit
 
(204,049
)
 
(181,361
)
Accumulated other comprehensive gain (loss)
 
(5,491
)
 
4,116

Total Whitestone REIT shareholders' equity
 
345,317

 
350,456

Noncontrolling interest in subsidiary
 
7,781

 
8,694

Total equity
 
353,098

 
359,150

Total liabilities and equity
 
$
1,056,260

 
$
1,028,872



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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)


 
 
December 31, 2019
 
December 31, 2018
 
 
 
 
 
(1) Operating lease right of use assets (net) (related to adoption of Topic 842)
 
$
1,328

 
N/A

(2) Operating lease liabilities (related to adoption of Topic 842)
 
$
1,331

 
N/A


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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)

 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
Revenues
 
 
 
 
 
 
 
 
Rental(1)
 
$
29,487

 
$
29,253

 
$
117,014

 
$
117,464

Management, transaction, and other fees
 
613

 
648

 
2,237

 
2,399

Total revenues
 
30,100

 
29,901

 
119,251

 
119,863

 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
Depreciation and amortization
 
6,875

 
6,635

 
26,740

 
25,679

Operating and maintenance
 
5,851

 
5,744

 
20,611

 
21,069

Real estate taxes
 
3,819

 
4,102

 
16,293

 
16,362

General and administrative(2)
 
5,147

 
5,294

 
21,661

 
23,281

Total operating expenses
 
21,692

 
21,775

 
85,305

 
86,391

 
 
 
 
 
 
 
 
 
Other expenses (income)
 
 
 
 
 
 
 
 
Interest expense
 
6,547

 
6,472

 
26,285

 
25,177

Gain on sale of properties
 
(816
)
 

 
(853
)
 
(4,629
)
(Gain) loss on sale or disposal of assets
 
63

 
(175
)
 
215

 
82

Interest, dividend and other investment income
 
(109
)
 
(263
)
 
(659
)
 
(1,055
)
Total other expense
 
5,685

 
6,034

 
24,988

 
19,575

 
 
 
 
 
 
 
 
 
Income before equity investments in real estate partnerships and income tax
 
2,723

 
2,092

 
8,958

 
13,897

 
 
 
 
 
 
 
 
 
Equity in earnings of real estate partnership
 
13,596

 
6,669

 
15,076

 
8,431

Provision for income tax
 
(76
)
 
(87
)
 
(400
)
 
(347
)
Income from continuing operations
 
16,243

 
8,674

 
23,634

 
21,981

 
 
 
 
 
 
 
 
 
Gain (loss) on sale of property from discontinued operations
 
(107
)
 

 
594

 

Income from discontinued operations
 
(107
)
 

 
594

 

 
 
 
 
 
 
 
 
 
Net income
 
16,136

 
8,674

 
24,228

 
21,981

 
 
 
 
 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
360

 
217

 
545

 
550

 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
15,776

 
$
8,457

 
$
23,683

 
$
21,431




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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share data)

 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
Basic Earnings Per Share:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares
 
$
0.39

 
$
0.21

 
$
0.57

 
$
0.54

Income from discontinued operations attributable to Whitestone REIT
 
0.00

 
0.00

 
0.02

 
0.00

Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
 
$
0.39

 
$
0.21

 
$
0.59

 
$
0.54

Diluted Earnings Per Share:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares
 
$
0.38

 
$
0.21

 
$
0.56

 
$
0.52

Income from discontinued operations attributable to Whitestone REIT
 
(0.01
)
 
0.00

 
0.01

 
0.00

Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
 
$
0.37

 
$
0.21

 
$
0.57

 
$
0.52

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
40,614

 
39,493

 
40,184

 
39,274

Diluted
 
42,090

 
40,822

 
41,462

 
40,612

 
 
 
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
16,136

 
$
8,674

 
$
24,228

 
$
21,981

 
 
 
 
 
 
 
 
 
Other comprehensive gain (loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on cash flow hedging activities
 
1,912

 
(2,971
)
 
(9,828
)
 
1,192

Unrealized gain on available-for-sale marketable securities
 

 

 

 
18

 
 
 
 
 
 
 
 
 
Comprehensive income
 
18,048

 
5,703

 
14,400

 
23,191

 
 
 
 
 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
360

 
217

 
545

 
550

Less: Comprehensive gain (loss) attributable to noncontrolling interests
 
43

 
(74
)
 
(221
)
 
30

 
 
 
 
 
 
 
 
 
Comprehensive income attributable to Whitestone REIT
 
$
17,645

 
$
5,560

 
$
14,076

 
$
22,611


11



Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)


 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2019
 
2018
 
2019
 
2018
    (1) Rental
 
 
 
 
 
 
 
 
Rental revenues
 
$
21,998

 
$
21,626

 
$
86,750

 
$
86,644

Recoveries
 
8,047

 
7,627

 
31,748

 
30,820

Bad debt
 
(558
)
 
N/A

 
(1,484
)
 
N/A

Total rental
 
$
29,487

 
$
29,253

 
$
117,014

 
$
117,464


(2) Bad debt included in operating and maintenance expenses prior to adoption of Topic 842
 
N/A
 
$
421

 
N/A
 
$
1,391







12



Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
 
Year Ended December 31,
 
 
2019
 
2018
Cash flows from operating activities:
 
 
 
 
Net income from continuing operations
 
$
23,634

 
$
21,981

Net income from discontinued operations
 
594

 

  Net income
 
24,228

 
21,981

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

 
 

Depreciation and amortization
 
26,740

 
25,679

Amortization of deferred loan costs
 
1,095

 
1,092

Loss on sale of marketable securities
 

 
20

Gain on sale or disposal of assets and properties
 
(638
)
 
(4,547
)
Bad debt
 
1,484

 
1,391

Share-based compensation
 
6,483

 
6,741

Equity in earnings of real estate partnership
 
(15,076
)
 
(8,431
)
Changes in operating assets and liabilities:
 
 
 
 
Escrows and acquisition deposits
 
(177
)
 
(295
)
Accrued rents and accounts receivable
 
(2,998
)
 
(1,893
)
Receivable due from (to) related party
 
(83
)
 
610

Distributions from real estate partnership
 
6,926

 
1,324

Unamortized lease commissions, legal fees and loan costs
 
(1,824
)
 
(1,676
)
Prepaid expenses and other assets
 
(4,163
)
 
1,175

Accounts payable and accrued expenses
 
5,609

 
(2,429
)
Payable due to (from) related party
 
249

 
(1,621
)
Tenants' security deposits
 
487

 
436

Net cash provided by operating activities
 
47,748

 
39,557

Cash flows from investing activities:
 
 

 
 

Acquisitions of real estate
 
(34,804
)
 

Additions to real estate
 
(13,243
)
 
(11,638
)
Proceeds from sales of properties
 

 
12,574

Proceeds from financed receivable due from related party
 
5,661

 
9,812

Proceeds from sales of marketable securities
 

 
30

Net cash provided by (used in) investing activities
 
(42,386
)
 
10,778

Net cash provided by investing activities of discontinued operations
 
594

 

Cash flows from financing activities:
 
 

 
 

Distributions paid to common shareholders
 
(45,627
)
 
(44,944
)
Distributions paid to OP unit holders
 
(1,055
)
 
(1,155
)
Proceeds from issuance of common shares, net of offering costs
 
21,244

 

Payments of exchange offer costs
 
(120
)
 
(126
)
Proceeds from bonds payable
 
100,000

 

Net proceeds from (payments of) credit facility
 
(66,700
)
 
9,000

Repayments of notes payable
 
(8,095
)
 
(2,543
)
Payments of loan origination costs
 
(2,970
)
 
(30
)
Repurchase of common shares
 
(776
)
 
(1,961
)
Net cash used in financing activities
 
(4,099
)
 
(41,759
)
Net increase in cash, cash equivalents and restricted cash
 
1,857

 
8,576

Cash, cash equivalents and restricted cash at beginning of period
 
13,786

 
5,210

Cash, cash equivalents and restricted cash at end of period (1)
 
$
15,643

 
$
13,786


(1)  
For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below.



13



Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(in thousands)
 
 
Year Ended December 31,
 
 
2019
 
2018
Supplemental disclosure of cash flow information:
 
 

 
 

Cash paid for interest
 
$
25,360

 
$
24,610

Cash paid for taxes
 
$
396

 
$
304

Non cash investing and financing activities:
 
 

 
 

Disposal of fully depreciated real estate
 
$
234

 
$
937

Financed insurance premiums
 
$
1,238

 
$
1,273

Value of shares issued under dividend reinvestment plan
 
$
137

 
$
133

Value of common shares exchanged for OP units
 
$
186

 
$
1,546

Change in fair value of available-for-sale securities
 
$

 
$
18

Change in fair value of cash flow hedge
 
$
(9,828
)
 
$
1,192

Reallocation of ownership percentage between parent and subsidiary
 
$

 
$
15

Property received as termination fee
 
$

 
$
250


 
 
December 31,
 
 
2019
 
2018
Cash, cash equivalents and restricted cash
 
 
 
 
Cash and cash equivalents
 
$
15,530

 
$
13,658

Restricted cash
 
113

 
128

Total cash, cash equivalents and restricted cash
 
$
15,643

 
$
13,786



14



Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
 
 
Three Months Ended
 
Year Ended
 
 
December 31,
 
December 31,
FFO (NAREIT) AND FFO CORE
 
2019
 
2018
 
2019
 
2018
Net income attributable to Whitestone REIT
 
$
15,776

 
$
8,457

 
$
23,683

 
$
21,431

  Adjustments to reconcile to FFO:
 
 
 
 
 
 
 
 
Depreciation and amortization of real estate
 
6,811

 
6,565

 
26,468

 
25,401

Depreciation and amortization of real estate assets of real estate partnership (pro rata)
 
441

 
776

 
2,362

 
2,903

Gain on disposal of assets and properties of continuing operations, net
 
(753
)
 
(174
)
 
(638
)
 
(4,547
)
(Gain) loss on sale of assets and properties of discontinued operations, net
 
107

 

 
(594
)
 

Gain on sale or disposal of properties or assets of real estate partnership (pro rata)
 
(13,820
)
 
(6,350
)
 
(13,800
)
 
(6,340
)
Net income attributable to noncontrolling interests
 
360

 
217

 
545

 
550

FFO (NAREIT)
 
8,922

 
9,491

 
38,026

 
39,398

  Adjustments to reconcile to FFO Core:
 
 
 
 
 
 
 
 
Share-based compensation expense
 
1,713

 
1,864

 
6,483

 
6,758

Proxy contest professional fees
 

 

 

 
2,534

Early debt extinguishment costs of real estate partnership
 
426

 
88

 
426

 
88

FFO Core
 
$
11,061

 
$
11,443

 
$
44,935

 
$
48,778

 
 
 
 
 
 
 
 
 
FFO PER SHARE AND OP UNIT CALCULATION
 
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
 
FFO
 
$
8,922

 
$
9,491

 
$
38,026

 
$
39,398

Distributions paid on unvested restricted common shares
 

 
(76
)
 
(41
)
 
(301
)
FFO excluding amounts attributable to unvested restricted common shares
 
$
8,922

 
$
9,415

 
$
37,985

 
$
39,097

FFO Core excluding amounts attributable to unvested restricted common shares
 
$
11,061

 
$
11,367

 
$
44,894

 
$
48,477

Denominator:
 
 
 
 
 
 
 
 
Weighted average number of total common shares - basic
 
40,614

 
39,493

 
40,184

 
39,274

Weighted average number of total noncontrolling OP units - basic
 
922

 
929

 
924

 
1,011

Weighted average number of total common shares and noncontrolling OP units - basic
 
41,536

 
40,422

 
41,108

 
40,285

 
 
 
 
 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
Unvested restricted shares
 
1,476

 
1,329

 
1,278

 
1,338

Weighted average number of total common shares and noncontrolling OP units - diluted
 
43,012

 
41,751

 
42,386

 
41,623

 
 
 
 
 
 
 
 
 
FFO per common share and OP unit - basic
 
$
0.21

 
$
0.23

 
$
0.92

 
$
0.97

FFO per common share and OP unit - diluted
 
$
0.21

 
$
0.23

 
$
0.90

 
$
0.94

 
 
 
 
 
 
 
 
 
FFO Core per common share and OP unit - basic
 
$
0.27

 
$
0.28

 
$
1.09

 
$
1.20

FFO Core per common share and OP unit - diluted
 
$
0.26

 
$
0.27

 
$
1.06

 
$
1.16


15




Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)

 
 
Three Months Ended
 
Year Ended
 
 
December 31,
 
December 31,
PROPERTY NET OPERATING INCOME
 
2019
 
2018
 
2019
 
2018
Net income attributable to Whitestone REIT
 
$
15,776

 
$
8,457

 
$
23,683

 
$
21,431

General and administrative expenses
 
5,147

 
5,294

 
21,661

 
23,281

Depreciation and amortization
 
6,875

 
6,635

 
26,740

 
25,679

Equity in earnings of real estate partnership
 
(13,596
)
 
(6,669
)
 
(15,076
)
 
(8,431
)
Interest expense
 
6,547

 
6,472

 
26,285

 
25,177

Interest, dividend and other investment income
 
(109
)
 
(263
)
 
(659
)
 
(1,055
)
Provision for income taxes
 
76

 
87

 
400

 
347

Gain on sale of assets and properties of continuing operations, net
 
(816
)
 

 
(853
)
 
(4,629
)
Loss (gain) on sale of assets and properties of discontinued operations, net
 
107

 

 
(594
)
 

Management fee, net of related expenses
 
22

 
(59
)
 
(42
)
 
(208
)
Loss (gain) on disposal of assets and properties of continuing operations, net
 
63

 
(175
)
 
215

 
82

NOI of real estate partnership (pro rata)
 
1,121

 
1,840

 
6,273

 
7,725

Net income attributable to noncontrolling interests
 
360

 
217

 
545

 
550

NOI
 
21,573

 
21,836

 
88,578

 
89,949

Non-Same Store NOI
 
(267
)
 
(22
)
 
(155
)
 
(487
)
NOI of real estate partnership (pro rata)
 
(1,121
)
 
(1,840
)
 
(6,273
)
 
(7,725
)
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata)
 
20,185

 
19,974

 
82,150

 
81,737

Same Store straight line rent adjustments
 
(192
)
 
(624
)
 
(1,110
)
 
(2,125
)
Same Store amortization of above/below market rents
 
(72
)
 
(216
)
 
(761
)
 
(1,018
)
Same Store lease termination fees
 
(176
)
 
(271
)
 
(576
)
 
(729
)
Same Store NOI
 
$
19,745

 
$
18,863

 
$
79,703

 
$
77,865




16



 
 
Three Months Ended
 
Year Ended
 
 
December 31,
 
December 31,
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
15,776

 
$
8,457

 
$
23,683

 
$
21,431

Depreciation and amortization
 
6,875

 
6,635

 
26,740

 
25,679

Equity in earnings of real estate partnership
 
(13,596
)
 
(6,669
)
 
(15,076
)
 
(8,431
)
Interest expense
 
6,547

 
6,472

 
26,285

 
25,177

Provision for income taxes
 
76

 
87

 
400

 
347

Gain on sale of assets and properties of continuing operations, net
 
(816
)
 

 
(853
)
 
(4,629
)
Loss (gain) on sale of assets and properties of discontinued operations, net
 
107

 

 
(594
)
 

Management fee, net of related expenses
 
22

 
(59
)
 
(42
)
 
(208
)
Loss (gain) on disposal of assets and properties of continuing operations, net
 
63

 
(175
)
 
215

 
82

EBITDA adjustments for real estate partnership
 
1,039

 
1,771

 
5,939

 
7,463

Net income attributable to noncontrolling interests
 
360

 
217

 
545

 
550

EBITDA
 
$
16,453

 
$
16,736

 
$
67,242

 
$
67,461



17

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