Whitestone REIT (NYSE:WSR) (“Whitestone” or the “Company”) today
announced that it has issued a letter to shareholders related to
the upcoming 2024 Annual Meeting of Shareholders scheduled to be
held on May 14, 2024. The letter urges shareholders to vote the
WHITE proxy card
"FOR ALL" of
Whitestone's highly qualified trustees standing for election.
The full text of the letter follows:
May 10, 2024
Dear Fellow Shareholders:
Whitestone's 2024 Annual Meeting is just days
away. Your vote could define the future of Whitestone and impact
the value of your investment. We ask you to protect the value of
your investment by voting "FOR ALL" of
Whitestone's highly qualified trustees standing for election by
following the instructions on the enclosed WHITE
proxy card.
Whitestone today is a vastly different company
than it was before January 18, 2022. On that date, the Board made
the difficult decision of terminating our former CEO for cause. The
Board then named David Holeman as our new CEO, and appointed David
Taylor as our new Chairman and Nandita Berry as Chair of the
Nominating and Governance Committee.
Since January 18, 2022, the new management team
worked in cohesion with the Board to unlock value for shareholders
and deliver superior performance on multiple fronts:
- Strong
Operations: Our occupancy is near its multi-year high of
94.2% attained in the fourth quarter of 2023. Our
average annual same-store NOI growth since 2022 was a solid +5.3%
(among the best within our peer group).
- Positive
Earnings Growth: Core FFO per Share has grown from $0.86
in 2021 to $0.91 for 2023 (up nearly 6%). It is anticipated to grow
an additional +11% in 2024 to reach $1.01 per share (the midpoint
of our $0.98 - $1.04 guidance range).
- Lower
Leverage and Proactive Balance Sheet Management: We
reduced leverage (measured as Net Debt / EBITDAre) from 10.2x in
2020 to 7.8x for 2023. We renewed our corporate credit facility and
minimized near-term debt maturities. We project continued
improvement of our Net Debt / EBITDAre ratio to a range of 6.6x to
7.0x by the fourth quarter of 2024.
- Improved
Corporate Governance: We refreshed our Board with three
new candidates, right-sized compensation, split the Chairman and
CEO role, and provided shareholders with access to bylaws.
-
Successful Resolution of Past Litigation Matters:
We concluded the litigation with our former CEO (with a favorable
ruling for Whitestone). We are working to monetize our stake in
Pillarstone, thereby eliminating an overhang that had weighed on
our stock.
The market has recognized and rewarded our efforts – we are the
best performing shopping center REIT since January
18, 2022, with a total return of +36% through May 8, 2024: a
validation of our successful turnaround strategy.
And our momentum continues in 1Q24, as reflected by
independent research analysts’ commentary:
- “Whitestone
REIT’s 1Q24 earnings was aligned with expectations, with the
company benefiting from consistently healthy operating fundamentals
across its markets” – JMP / A Citizens Company (May 2, 2024)
- “We think
current management made great strides in improving the portfolio
and closing the valuation gap” – Truist (May 1, 2024)
- “1Q24 results
seemed to demonstrate steady performance” – B Riley (May 2,
2024)
- “In our view,
the risk/reward favors the current management team, which has done
a good job since taking over in 2022. If it's not broken, don't fix
it.” – Maxim (May 2, 2024)
Meanwhile, Erez Asset Management
(“Erez”) is seeking to derail our strategy by nominating 2 nominees
who lack relevant skillsets, have a record of value destruction at
other companies, and have failed to put forth a compelling
alternate strategy:
Erez is seeking to interrupt our progress and
derail our value-creation strategy by nominating two nominees (Mr.
Bruce Schanzer and Ms. Catherine Clark) with no experience in our
markets, limited knowledge of our strategy, and no value-enhancing
ideas.
Glass Lewis seems to agree with our
assessment, noting that they “ultimately find very limited cause to
suggest support for Erez’s nominees is likely to represent a
superior outcome” compared to incumbent trustees:
× “During
Mr. Schanzer’s tenure as Cedar Realty CEO from June 15, 2011 to
August 22, 2022… Cedar Realty generated dividend adjusted returns
of approximately 35.7%... well off the pace relative to both
Whitestone and the FTSE NAREIT Equity Shopping Centers Index, which
generated total returns of 96.1% and 87.1%, respectively.”
× “[Cedar
Realty’s consistently poor Say-on-Pay record and unresponsiveness
to shareholders] materially undermine the notion that Mr. Schanzer
is likely to represent a credible change agent.”
× “We do
not see a clear case to suggest that Ms. Clark’s prior service as a
REIT senior executive… correlates strongly with greater value
creation relative to Whitestone or a broader index of industry
peers.”
× “We
consider the absence of a clear strategic or financial
[alternative] capable of achieving any of the Dissident’s generally
stated objectives necessarily invites investors to revisit the sole
tack to which Erez has previously committed: a sale of the
Company.”
Furthermore, Mr. Schanzer's collusion with our
former CEO James Mastandrea, as revealed on May 6, 2024 (link), in
a brazen attempt to acquire Whitestone, put in question the
ulterior motives of Mr. Schanzer. Only after failing to raise
capital to acquire the Company last Fall did Erez pivot to a proxy
contest with the stated objective to effect “a portfolio
monetization or change of control transaction”1. Lastly, the
inconsistency and constant flip-flopping observed over the course
of Mr. Schanzer’s proxy campaign reveal his lack of strategy and
focus on what is best for all shareholders.
Investors should be wary of an individual with a
checkered track record of strategic missteps and value destruction.
Do not let him destroy what we have carefully rebuilt at Whitestone
since January 2022. His record of value destruction at Cedar is
well-documented. Do not let him import the toxic culture he
cultivated at Cedar to our Company. We deserve better, and per the
open letter to you from David Taylor and Nandita Berry to you on
May 7, 2024 (link): we will continue to effect positive
change for the benefit of all shareholders.
1 Source for quotation: Erez letter to Whitestone dated November
6, 2023.
Please simply DISCARD any blue proxy
card you may receive from Erez. If you inadvertently voted using a
blue proxy card, you may cancel that vote simply by voting again
TODAY using the company's WHITE
proxy card. Only your latest-dated vote will
count.
Glass Lewis and Egan Jones, two leading
proxy advisory firms, both recommended that shareholders vote "FOR
ALL" of Whitestone's board nominees on the
WHITE proxy card
In arriving at their recommendation, Glass Lewis
stated that “the board's case proves more persuasive at
this time, due in no small part to observable trends in
Whitestone's operating performance, financial condition and
corporate governance” and commended the credible execution
of our business strategy since January 2022.
Furthermore, Glass Lewis recognized our
transparency with shareholders by writing that “Whitestone
has responded to speculative transaction commentary by expressing a
willingness to consider available alternatives” and
acknowledged our significant corporate governance improvements.
In their report, Egan Jones stated that
"The Company’s recent improvements in its corporate
governance practices, which include a highly independent and
refreshed board, enhancing shareholder rights and CEO succession,
have translated into positive outcomes in terms of the Company’s
financial performance and operations" and added that
"David Holeman’s appointment has unlocked opportunities for
the Company." They concluded that "a change
in the composition of its Board will be disruptive and could be
detrimental to the Company’s successful execution and progression
of its strategies to maximize shareholder value."
Another leading proxy advisory firm, ISS, put
the spotlight on Erez and its nominees’ fixation with a sale
process by stating that “The board's concern that the
dissident is primarily focused on a potential sale transaction may
have a reasonable basis, given the context of Schanzer's initial
approach and his apparent pursuit of financing sources and outreach
to the company’s former CEO.”
Glass Lewis and Egan Jones got it right. Protect the
value of your investment and vote the
WHITE proxy card "FOR ALL" of Whitestone's
highly qualified, diverse and experienced nominees
TODAY.
We thank you for your continued support.
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.
Important Additional Information and
Where to Find It
Whitestone REIT has filed a definitive proxy
statement on Schedule 14A (the “2024 Proxy Statement”) and a WHITE
proxy card with the U.S. Securities and Exchange Commission (the
“SEC”) in connection with the solicitation of proxies for its 2024
Annual Meeting of Shareholders (the “2024 Annual Meeting”).
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE 2024 PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE
WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may obtain a free copy of the 2024 Proxy
Statement, any amendments or supplements to the 2024 Proxy
Statement and other documents that the Company files with the SEC
from the SEC’s website at www.sec.gov or the Company’s website at
https://ir.whitestonereit.com/corporate-profile/default.aspx as
soon as reasonably practicable after such materials are
electronically filed with, or furnished to, the SEC.
Certain Information Regarding
Participants in Solicitation
Whitestone REIT, its trustees and certain of its
executive officers may be deemed to be participants in the
solicitation of proxies from Company shareholders in connection
with the matters to be considered at the 2024 Annual Meeting
Information regarding the direct and indirect interests, by
security holdings or otherwise, of the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
shareholders in connection with the 2024 Annual Meeting is included
in the 2024 Proxy Statement of the, which was filed with the SEC on
April 4, 2024. To the extent securities holdings by the Company’s
trustees and executive officers as reported in the 2024 Proxy
Statement have changed, such changes have been or will be reflected
on Statements of Change in Ownership on Forms 3, 4 or 5 filed with
the SEC, which can also be found through the Company’s website
(https://ir.whitestonereit.com/corporate-profile/default.aspx) in
the section “Investor Relations” or through the SEC’s website.
These documents are available free of charge as described
above.
Forward-Looking Statements
This Report contains forward-looking statements
within the meaning of the federal securities laws, including
discussion and analysis of our financial condition and results of
operations, statements related to our expectations regarding the
performance of our business, and other matters. These
forward-looking statements are not historical facts but are the
intent, belief or current expectations of our management based on
its knowledge and understanding of our business and industry.
Forward-looking statements are typically identified by the use of
terms such as “may,” “will,” “should,” “potential,” “predicts,”
“anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”
“estimates” or the negative of such terms and variations of these
words and similar expressions, although not all forward-looking
statements include these words. These statements are not guarantees
of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control, are difficult
to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking
statements.
Factors that could cause actual results to
differ materially from any forward-looking statements made in this
Report include: the imposition of federal income taxes if we fail
to qualify as a real estate investment trust (“REIT”) in any
taxable year or forego an opportunity to ensure REIT status;
uncertainties related to the national economy, the real estate
industry in general and in our specific markets; legislative or
regulatory changes, including changes to laws governing REITs;
adverse economic or real estate developments or conditions in Texas
or Arizona, Houston and Phoenix in particular, including the
potential impact of public health emergencies, such as COVID-19, on
our tenants’ ability to pay their rent, which could result in bad
debt allowances or straight-line rent reserve adjustments;
increases in interest rates, including as a result of
inflation operating costs or general and administrative
expenses; our current geographic concentration in the Houston and
Phoenix metropolitan area makes us susceptible to local economic
downturns and natural disasters, such as floods and hurricanes,
which may increase as a result of climate change, increasing focus
by stakeholders on environmental, social, and governance matters,
financial institution disruption; availability and terms of
capital and financing, both to fund our operations and to refinance
our indebtedness as it matures; decreases in rental rates or
increases in vacancy rates; harm to our reputation, ability to do
business and results of operations as a result of improper conduct
by our employees, agents or business partners; litigation risks;
lease-up risks, including leasing risks arising from exclusivity
and consent provisions in leases with significant tenants; our
inability to renew tenant leases or obtain new tenant leases upon
the expiration of existing leases; risks related to generative
artificial intelligence tools and language models, along with the
potential interpretations and conclusions they might make regarding
our business and prospects, particularly concerning the spread of
misinformation; our inability to generate sufficient cash flows due
to market conditions, competition, uninsured losses, changes in tax
or other applicable laws; geopolitical conflicts, such as the
ongoing conflict between Russia and Ukraine, the conflict in the
Gaza Strip and unrest in the Middle East; the need to fund tenant
improvements or other capital expenditures out of operating cash
flow; the extent to which our estimates regarding Pillarstone REIT
Operating Partnership LP's financial condition and results of
operations differ from actual results; and the risk that we
are unable to raise capital for working capital, acquisitions or
other uses on attractive terms or at all and other factors detailed
in the Company's most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other documents the Company files with the
Securities and Exchange Commission from time to time.
Non-GAAP Financial Measures
This release contains supplemental financial
measures that are not calculated pursuant to U.S. generally
accepted accounting principles (“GAAP”) including EBITDAre, FFO,
NOI and net debt. Following are explanations and reconciliations of
these metrics to their most comparable GAAP metric.
EBITDAre: The National Association of Real
Estate Investment Trusts (“NAREIT”) defines EBITDAre as net income
computed in accordance with GAAP, plus interest expense, income tax
expense, depreciation and amortization and impairment write-downs
of depreciable property and of investments in unconsolidated
affiliates caused by a decrease in value of depreciable property in
the affiliate, plus or minus losses and gains on the disposition of
depreciable property, including losses/gains on change in control
and adjustments to reflect the entity’s share of EBITDAre of the
unconsolidated affiliates and consolidated affiliates with
non-controlling interests. The Company calculates EBITDAre in a
manner consistent with the NAREIT definition. Management believes
that EBITDAre represents a supplemental non-GAAP performance
measure that provides investors with a relevant basis for comparing
REITs. There can be no assurance the EBITDAre as presented by the
Company is comparable to similarly titled measures of other REITs.
EBITDAre should not be considered as an alternative to net
income or other measurements under GAAP as indicators of operating
performance or to cash flows from operating, investing or financing
activities as measures of liquidity. EBITDAre does not reflect
working capital changes, cash expenditures for capital improvements
or principal payments on indebtedness.
FFO: Funds From Operations: The National
Association of Real Estate Investment Trusts (“NAREIT”) defines FFO
as net income (loss) (calculated in accordance with GAAP),
excluding depreciation and amortization related to real estate,
gains or losses from the sale of certain real estate assets, gains
and losses from change in control, and impairment write-downs of
certain real estate assets and investments in entities when the
impairment is directly attributable to decreases in the value of
depreciable real estate held by the entity. We calculate FFO in a
manner consistent with the NAREIT definition and also include
adjustments for our unconsolidated real estate partnership.
Core Funds from Operations (“Core FFO”) is a
non-GAAP measure. From time to time, we report or provide guidance
with respect to “Core FFO” which removes the impact of certain
non-recurring and non-operating transactions or other items we do
not consider to be representative of our core operating results
including, without limitation, default interest on debt of real
estate partnership, extinguishment of debt cost, gains or losses
associated with litigation involving the Company that is not in the
normal course of business, and proxy contest professional
fees.
Management uses FFO and Core FFO as a
supplemental measure to conduct and evaluate our business because
there are certain limitations associated with using GAAP net income
(loss) alone as the primary measure of our operating performance.
Historical cost accounting for real estate assets in accordance
with GAAP implicitly assumes that the value of real estate assets
diminishes predictably over time. Because real estate values
instead have historically risen or fallen with market conditions,
management believes that the presentation of operating results for
real estate companies that use historical cost accounting is
insufficient by itself. In addition, securities analysts, investors
and other interested parties use FFO and Core FFO as the
primary metric for comparing the relative performance of equity
REITs. FFO and Core FFO should not be considered as an
alternative to net income or other measurements under GAAP, as an
indicator of our operating performance or to cash flows from
operating, investing or financing activities as a measure of
liquidity. FFO and Core FFO do not reflect working capital
changes, cash expenditures for capital improvements or principal
payments on indebtedness. Although our calculation of FFO is
consistent with that of NAREIT, there can be no assurance that
FFO and Core FFO presented by us is comparable to similarly
titled measures of other REITs.
NOI: Net Operating Income: Management
believes that NOI is a useful measure of our property operating
performance. We define NOI as operating revenues (rental and other
revenues) less property and related expenses (property operation
and maintenance and real estate taxes). Other REITs may use
different methodologies for calculating NOI and, accordingly, our
NOI may not be comparable to other REITs. Because NOI excludes
general and administrative expenses, depreciation and amortization,
equity or deficit in earnings of real estate partnership, interest
expense, interest, dividend and other investment income, provision
for income taxes, gain on sale of property from discontinued
operations, management fee (net of related expenses)
and gain or loss on sale or disposition of assets, and
includes NOI of real estate partnership (pro rata) and net
income attributable to noncontrolling interest, it provides a
performance measure that, when compared year-over-year, reflects
the revenues and expenses directly associated with owning and
operating commercial real estate properties and the impact to
operations from trends in occupancy rates, rental rates and
operating costs, providing perspective not immediately apparent
from net income. We use NOI to evaluate our operating performance
since NOI allows us to evaluate the impact that factors such as
occupancy levels, lease structure, lease rates and tenant base have
on our results, margins and returns. In addition, management
believes that NOI provides useful information to the investment
community about our property and operating performance when
compared to other REITs since NOI is generally recognized as a
standard measure of property performance in the real estate
industry. However, NOI should not be viewed as a measure of our
overall financial performance since it does not reflect the level
of capital expenditure and leasing costs necessary to maintain the
operating performance of our properties, including general and
administrative expenses, depreciation and amortization, equity or
deficit in earnings of real estate partnership, interest expense,
interest, dividend and other investment income, provision for
income taxes, gain on sale of property from discontinued
operations, management fee (net of related expenses) and gain or
loss on sale or disposition of assets.
Same Store NOI: Management believes that Same
Store NOI is a useful measure of the Company’s property operating
performance because it includes only the properties that have been
owned for the entire period being compared, and it is
frequently used by the investment community. Same Store NOI assists
in eliminating differences in NOI due to the acquisition or
disposition of properties during the period being presented,
providing a more consistent measure of the Company’s performance.
The Company defines Same Store NOI as operating revenues (rental
and other revenues, excluding straight-line rent adjustments,
amortization of above/below market rents, and lease termination
fees) less property and related expenses (property operation and
maintenance and real estate taxes), Non-Same Store NOI, and NOI of
our investment in Pillarstone OP (pro rata). We define “Non-Same
Stores” as properties that have been acquired since the beginning
of the period being compared and properties that have been sold,
but not classified as discontinued operations. Other REITs may use
different methodologies for calculating Same Store NOI, and
accordingly, the Company's Same Store NOI may not be comparable to
that of other REITs.
Net debt: We present net debt, which we define
as total debt net of insurance financing less cash plus our
proportional share of net debt of real estate partnership, and net
debt to pro forma EBITDAre, which we define as net debt divided by
EBITDAre because we believe they are helpful as supplemental
measures in assessing our ability to service our financing
obligations and in evaluating balance sheet leverage against that
of other REITs. However, net debt and net debt to pro forma
EBITDAre should not be viewed as a stand-alone measure of our
overall liquidity and leverage. In addition, other REITs may use
different methodologies for calculating net debt and net debt to
pro forma EBITDAre, and accordingly our net debt and net debt to
pro forma EBITDAre may not be comparable to that of other
REITs.
Investor and Media Contact:David MordyDirector
of Investor RelationsWhitestone REIT(713)
435-2219ir@whitestonereit.com
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 |
(in thousands, except per share and unit
data) |
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2023 |
|
|
|
2021 |
|
FFO (NAREIT) AND CORE FFO |
|
|
|
|
Net income attributable to Whitestone REIT |
|
$ |
19,180 |
|
|
$ |
12,048 |
|
Adjustments to reconcile to FFO:(1) |
|
|
|
|
Depreciation and amortization of real estate assets |
|
|
32,811 |
|
|
|
28,806 |
|
Depreciation and amortization of real estate assets of real estate
partnership (pro rata) (2) |
|
|
1,613 |
|
|
|
1,674 |
|
Loss on disposal of assets, net |
|
|
522 |
|
|
|
90 |
|
Gain on sale of properties from continuing operations, net |
|
|
(9,006 |
) |
|
|
(266 |
) |
Gain on sale of property from discontinued operations |
|
|
— |
|
|
|
(1,833 |
) |
Gain on sale or disposal of properties or assets of real estate
partnership (pro rata)(2) |
|
|
— |
|
|
|
(19 |
) |
Net income attributable to noncontrolling interests |
|
|
270 |
|
|
|
205 |
|
FFO (NAREIT) |
|
$ |
45,390 |
|
|
$ |
40,705 |
|
Adjustments to reconcile to Core FFO: |
|
|
|
|
Early debt extinguishment costs |
|
|
— |
|
|
|
— |
|
Default interest on debt of real estate partnership (1)(2) |
|
|
1,375 |
|
|
|
— |
|
Core FFO |
|
$ |
46,765 |
|
|
$ |
40,705 |
|
|
|
|
|
|
FFO PER SHARE AND OP UNIT CALCULATION |
|
|
|
|
Numerator: |
|
|
|
|
FFO |
|
$ |
45,390 |
|
|
$ |
40,705 |
|
Core FFO |
|
$ |
46,765 |
|
|
$ |
40,705 |
|
Denominator: |
|
|
|
|
Weighted average number of total common shares - basic |
|
|
49,501 |
|
|
|
45,486 |
|
Weighted average number of total noncontrolling OP units -
basic |
|
|
694 |
|
|
|
772 |
|
Weighted average number of total common shares and noncontrolling
OP units - basic |
|
|
50,195 |
|
|
|
46,258 |
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
Unvested restricted shares |
|
|
1,312 |
|
|
|
850 |
|
Weighted average number of total common shares and noncontrolling
OP units - diluted |
|
|
51,507 |
|
|
|
47,108 |
|
|
|
|
|
|
FFO per common share and OP unit - basic |
|
$ |
0.90 |
|
|
$ |
0.88 |
|
FFO per common share and OP unit - diluted |
|
$ |
0.88 |
|
|
$ |
0.86 |
|
|
|
|
|
|
Core FFO per common share and OP unit - basic |
|
$ |
0.93 |
|
|
$ |
0.88 |
|
Core FFO per common share and OP unit - diluted |
|
$ |
0.91 |
|
|
$ |
0.86 |
|
|
|
|
|
|
Whitestone REIT and Subsidiaries |
RECONCILIATION OF NON-GAAP MEASURES |
(continued) |
(in thousands) |
|
Year Ended December 31, |
|
|
2023 |
|
|
|
2020 |
|
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND
AMORTIZATION FOR REAL ESTATE (EBITDAre) |
|
|
|
|
Net income attributable to Whitestone REIT |
$ |
19,180 |
|
|
$ |
6,034 |
|
Depreciation and amortization |
|
32,966 |
|
|
|
28,303 |
|
Interest expense |
|
32,866 |
|
|
|
25,770 |
|
Provision for income taxes |
|
450 |
|
|
|
379 |
|
Net income attributable to noncontrolling interests |
|
270 |
|
|
|
117 |
|
(Equity) deficit in earnings of real estate partnership (1) |
|
3,155 |
|
|
|
(921 |
) |
EBITDAre adjustments for real estate partnership (1) |
|
617 |
|
|
|
3,484 |
|
Loss (gain) loss on sale or disposal of assets, net |
|
(8,484 |
) |
|
|
364 |
|
Gain on loan forgiveness |
|
— |
|
|
|
(1,734 |
) |
EBITDAre |
|
81,020 |
|
|
|
61,796 |
|
|
|
|
|
|
Year Ended December 31, |
Debt/EBITDAre Ratio |
|
2023 |
|
|
|
2020 |
|
Outstanding debt |
$ |
640,549 |
|
|
$ |
645,163 |
|
Less: Cash |
|
(4,572 |
) |
|
|
(25,777 |
) |
Deposit due to real estate partnership debt default |
|
(13,633 |
) |
|
|
- |
|
Add: Proportional share of net debt of unconsolidated real estate
partnership (1) |
|
8,685 |
|
|
|
8,912 |
|
Total Net Debt |
$ |
631,029 |
|
|
$ |
628,298 |
|
|
|
|
|
EBITDAre |
$ |
81,020 |
|
|
$ |
61,796 |
|
|
|
|
|
Ratio of debt to pro forma EBITDAre |
|
7.8 |
|
|
|
10.2 |
|
|
|
|
|
(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 deb based on the
information available to us at the time. |
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 |
|
|
|
|
|
|
Whitestone REIT (NYSE:WSR)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
Whitestone REIT (NYSE:WSR)
Historical Stock Chart
Von Jan 2024 bis Jan 2025