Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today
announced operating and financial results for the second quarter
ended June 30, 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 communities in which they are located.
Highlights**All per share amounts presented in
this news release are on a diluted per common share and operating
partnership (“OP”) unit basis unless stated otherwise.
Second Quarter 2019 Compared to Second
Quarter 2018:
- Net Income attributable to Whitestone REIT was $3.33 million,
or $0.08 per share, compared to $1.95 million, or $0.05 per
share
- Annualized Base Rent per leased squared foot grew 4.0% to
$19.53
- Funds from Operations (“FFO”) grew to $10.0 million or $0.24
per share, compared to $9.0 million or $0.21 per share
- Grew rental rates 7.5% (on a GAAP basis) on new and renewal
leases signed for the trailing twelve month period
Jim Mastandrea, Chairman and Chief Executive
Officer of Whitestone REIT commented, “Our team continues to
perform on all fronts as evidenced by our quarterly leasing
activity, value-add pad development completion, and progress toward
our long term goals.” Mr. Mastandrea added, “Looking ahead, we
remain focused on building on these results to maximize long term
shareholder value.”
Financial
ResultsReconciliations of Net Income to FFO and FFO Core
are included herein.Net Income attributable to Whitestone REIT was
$3.33 million, or $0.08 per share, for the second quarter of 2019,
compared to $1.95 million, or $0.05 per share, for the same period
in 2018. FFO was $10.0 million, or $0.24 per share, for the second
quarter of 2019, compared to $9.0 million, or $0.21 per share, for
the same period in 2018. FFO Core was $11.1 million, or $0.27 per
share, in the second quarter of 2019, compared to $12.4 million, or
$0.30 per share, in the same period of 2018.
Operating ResultsFor the period ending June 30,
2019, the Company’s operating highlights were as follows:
|
2Q-2019 |
|
YTD 2019 |
|
|
|
|
Ending Occupancy - Wholly Owned Properties |
|
89.4% |
|
|
|
89.4% |
|
Same Store Property NOI Growth
from 2018 Period |
|
(0.2)% |
|
|
|
1.1% |
|
Rental Rate Growth (1): |
|
|
|
Total Leases |
|
5.6% |
|
|
|
6.3% |
|
New Leases |
|
5.3% |
|
|
|
6.4% |
|
Renewal Leases |
|
5.7% |
|
|
|
6.3% |
|
|
|
|
|
Leasing
Transactions: |
|
|
|
Number of New Leases |
|
35 |
|
|
|
62 |
|
New Leases - Lease Term
Revenue (millions) |
$10.7 |
|
|
$14.2 |
|
Number of Renewal Leases |
|
57 |
|
|
|
111 |
|
Renewal Leases - Lease Term
Revenue (millions) |
$15.4 |
|
|
$27.7 |
|
(1) Rental rate growth represents the
percentage increase on rental rates per square foot, on comparable
leases signed during the period, compared to rental rates per
square foot on the previous leases. Growth rates are
calculated on a GAAP basis.
Real Estate Portfolio
Update
Community Centered PropertiesTM
Portfolio Statistics:
As of June 30, 2019, Whitestone wholly owned 57
Community Centered PropertiesTM with 4.9 million square feet of
gross leasable area ("GLA"). The portfolio is comprised of 29
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 (7),
Houston (15) and the greater Phoenix metropolitan area (27). In
addition to being business friendly, these are five 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
located on the best retail corners embedded in affluent
communities. The Company also owns an equity interest in and
manages 11 properties containing 1.3 million square feet of GLA
through its investment in Pillarstone OP.
At the end of the second quarter, the Company's
diversified tenant base was comprised of approximately 1,345
tenants, with the largest tenant accounting for only 3.0% of
annualized base rental revenues. Lease terms range from less than
one year for smaller tenants to over 15 years for larger tenants.
The Company’s leases generally include minimum monthly lease
payments and tenant reimbursements for payment of taxes, insurance
and maintenance, and typically exclude restrictive lease
clauses.
Leasing Activity:During the
second quarter of 2019, the leasing team signed 92 leases totaling
283,777 square feet in new, expansion and renewal leases, compared
to 65 leases totaling 179,274 square feet in the second quarter of
2018. The total lease value was $26.1 million compared to $16.7
million during the same period last year.
The Company's total portfolio occupancy stood at
89.4% at quarter end compared to 91.3% at the end the second
quarter 2018.
Development:We had completed
construction at our Anthem Marketplace pad site development
property. The 6,853 square foot Community Centered Property® was
58% occupied and is located in Phoenix, Arizona, and adjacent to
Anthem Marketplace.
Balance Sheet and Liquidity
Balance Sheet:
Reflecting the Company’s acquisition and
disposition activity during the year and selective development and
redevelopment, undepreciated real estate assets were $1.06 billion
and $1.05 billion at June 30, 2019 and June 30, 2018,
respectively.
Liquidity, Debt and Credit
Facility:
At June 30, 2019, 49 of the Company’s
wholly-owned 57 properties were unencumbered by mortgage debt, with
an undepreciated cost basis of $761.6 million. At June 30, 2019,
the Company had total real estate debt of $623.0 million, of which
approximately 87% was subject to fixed interest rates. The
Company’s weighted average interest rate on all fixed rate debt as
of the end of the second quarter was 4.08% and the weighted average
remaining term was 5.8 years.
At quarter end, Whitestone had $5.4 million of
cash available on its balance sheet and $164.0 million of available
capacity under its credit facility.
Dividend
On May 15, 2019, the Company declared a
quarterly cash distribution of $0.285 per common share and OP unit
for the third quarter of 2019, to be paid in three equal
installments of $0.095 in July, August, and September of 2019.
(1) Source: Claritas, as of April 2017.
2019 Guidance
The Company affirms its previously released
guidance for 2019 and expects net income per share to be in the
range of $0.21 - $0.25, FFO, as defined by NAREIT, per share to be
in the range of $0.90 - $0.94 and FFO Core (as defined by the
Company) to be in the range of $1.06 - $1.10.
Conference Call Information
In conjunction with the issuance of its
financial results, you are invited to listen to the Company’s
earnings release conference call to be broadcast live on Thursday,
August 1, 2019 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: |
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(800) 239-9838 |
Dial-in number for international participants: |
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(323) 794-2551 |
The conference call will be recorded and a telephone replay will
be available through Thursday, August 15, 2019. Replay access
information is as follows:
Replay number for domestic participants: |
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(844) 512-2921 |
Replay number for international participants: |
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(412) 317-6671 |
Passcode (for all participants): |
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5418806 |
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.
The second quarter 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 REITWhitestone
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 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 some of the 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, the
success of the Company's real estate strategies and investment
objectives; litigation risks, including risks associated with a
recently filed purported class action lawsuit; 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.
Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. The Company cannot guarantee the
accuracy of any such forward-looking statements contained in this
press release, and the Company does not intend to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Non-GAAP Financial Measures
This release contains supplemental financial
measures that are not calculated pursuant to U.S. generally
accepted accounting principles (“GAAP”) including FFO, FFO Core,
and NOI. Following are explanations and reconciliations of these
metrics to their most comparable GAAP metric.
FFO: 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 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. 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: 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, non-cash share-based compensation
expense, rent support agreement payments received from sellers on
acquired assets and acquisition costs. 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: 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 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.
Whitestone REIT
Contacts:Investors Contact:Kevin Reed,
Director of Investor RelationsWhitestone REIT(713)
435-2219ir@whitestonereit.com
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|
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|
|
|
|
|
|
|
Whitestone REIT and Subsidiaries |
CONSOLIDATED BALANCE SHEETS |
(in thousands, except per share data) |
|
|
|
|
June 30, 2019 |
|
December 31, 2018 |
|
(unaudited) |
|
ASSETS |
Real estate assets, at
cost |
|
Property |
|
$ |
1,058,387 |
|
|
$ |
1,052,238 |
|
Accumulated depreciation |
|
|
(125,257 |
) |
|
|
(113,300 |
) |
Total real estate assets |
|
|
933,130 |
|
|
|
938,938 |
|
Investment in real estate
partnership |
|
|
26,014 |
|
|
|
26,236 |
|
Cash and cash equivalents |
|
|
5,425 |
|
|
|
13,658 |
|
Restricted cash |
|
|
99 |
|
|
|
128 |
|
Escrows and acquisition
deposits |
|
|
6,623 |
|
|
|
8,211 |
|
Accrued rents and accounts
receivable, net of allowance for doubtful accounts |
|
|
22,179 |
|
|
|
21,642 |
|
Receivable due from related
party |
|
|
650 |
|
|
|
394 |
|
Financed receivable due from
related party |
|
|
5,661 |
|
|
|
5,661 |
|
Unamortized lease commissions,
legal fees and loan costs |
|
|
9,079 |
|
|
|
6,698 |
|
Prepaid expenses and other
assets(1) |
|
|
4,328 |
|
|
|
7,306 |
|
Total assets |
|
$ |
1,013,188 |
|
|
$ |
1,028,872 |
|
LIABILITIES AND EQUITY |
Liabilities: |
|
|
|
|
Notes payable |
|
$ |
622,333 |
|
|
$ |
618,205 |
|
Accounts payable and accrued expenses(2) |
|
|
34,194 |
|
|
|
33,729 |
|
Payable due to related party |
|
|
89 |
|
|
|
58 |
|
Tenants' security deposits |
|
|
6,387 |
|
|
|
6,130 |
|
Dividends and distributions payable |
|
|
11,710 |
|
|
|
11,600 |
|
Total liabilities |
|
|
674,713 |
|
|
|
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 June 30, 2019 and
December 31, 2018, respectively |
|
|
— |
|
|
|
— |
|
Common shares, $0.001 par value per share; 400,000,000 shares
authorized; 40,136,683 and 39,778,029 issued and outstanding as of
June 30, 2019 and December 31, 2018, respectively |
|
|
40 |
|
|
|
39 |
|
Additional paid-in capital |
|
|
533,583 |
|
|
|
527,662 |
|
Accumulated deficit |
|
|
(198,056 |
) |
|
|
(181,361 |
) |
Accumulated other comprehensive gain (loss) |
|
|
(5,172 |
) |
|
|
4,116 |
|
Total Whitestone REIT shareholders' equity |
|
|
330,395 |
|
|
|
350,456 |
|
Noncontrolling interest in subsidiary |
|
|
8,080 |
|
|
|
8,694 |
|
Total equity |
|
|
338,475 |
|
|
|
359,150 |
|
Total liabilities and equity |
|
$ |
1,013,188 |
|
|
$ |
1,028,872 |
|
|
|
|
|
|
June 30, 2019 |
|
December 31, 2018 |
|
(unaudited) |
|
|
(1) Operating lease right of
use assets (net) (related to adoption of Topic 842) |
|
$ |
861 |
|
|
N/A |
|
|
|
(2) Operating lease
liabilities (related to adoption of Topic 842) |
|
$ |
863 |
|
|
N/A |
|
|
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS) (Unaudited) (in
thousands) |
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
2019 |
|
|
|
2018 |
|
|
|
2019 |
|
|
|
2018 |
|
Revenues |
|
|
|
|
|
|
|
|
Rental(1) |
|
$ |
29,126 |
|
|
$ |
28,827 |
|
|
$ |
58,159 |
|
|
$ |
58,126 |
|
Management, transaction, and other fees |
|
|
452 |
|
|
|
646 |
|
|
|
1,113 |
|
|
|
1,132 |
|
Total revenues |
|
|
29,578 |
|
|
|
29,473 |
|
|
|
59,272 |
|
|
|
59,258 |
|
|
|
|
|
|
|
|
|
|
Property
expenses |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
6,612 |
|
|
|
6,293 |
|
|
|
13,076 |
|
|
|
12,567 |
|
Operating and maintenance |
|
|
5,214 |
|
|
|
5,017 |
|
|
|
9,642 |
|
|
|
9,873 |
|
Real estate taxes |
|
|
4,019 |
|
|
|
3,905 |
|
|
|
8,064 |
|
|
|
7,881 |
|
General and administrative(2) |
|
|
4,915 |
|
|
|
6,678 |
|
|
|
10,917 |
|
|
|
13,005 |
|
Total operating expenses |
|
|
20,760 |
|
|
|
21,893 |
|
|
|
41,699 |
|
|
|
43,326 |
|
|
|
|
|
|
|
|
|
|
Other expenses
(income) |
|
|
|
|
|
|
|
|
Interest expense |
|
|
6,526 |
|
|
|
6,313 |
|
|
|
13,059 |
|
|
|
12,286 |
|
Gain on sale of properties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(249 |
) |
Loss on sale or disposal of assets |
|
|
113 |
|
|
|
73 |
|
|
|
115 |
|
|
|
253 |
|
Interest, dividend and other investment income |
|
|
(164 |
) |
|
|
(284 |
) |
|
|
(409 |
) |
|
|
(541 |
) |
Total other expense |
|
|
6,475 |
|
|
|
6,102 |
|
|
|
12,765 |
|
|
|
11,749 |
|
|
|
|
|
|
|
|
|
|
Income before equity
investments in real estate partnerships and income
tax |
|
|
2,343 |
|
|
|
1,478 |
|
|
|
4,808 |
|
|
|
4,183 |
|
|
|
|
|
|
|
|
|
|
Equity in earnings of real estate partnership |
|
|
464 |
|
|
|
586 |
|
|
|
956 |
|
|
|
1,260 |
|
Provision for income tax |
|
|
(104 |
) |
|
|
(59 |
) |
|
|
(222 |
) |
|
|
(169 |
) |
Income from continuing
operations |
|
|
2,703 |
|
|
|
2,005 |
|
|
|
5,542 |
|
|
|
5,274 |
|
|
|
|
|
|
|
|
|
|
Gain on sale of property from discontinued operations |
|
|
701 |
|
|
|
— |
|
|
|
701 |
|
|
|
— |
|
Income from
discontinued operations |
|
|
701 |
|
|
|
— |
|
|
|
701 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net
income |
|
|
3,404 |
|
|
|
2,005 |
|
|
|
6,243 |
|
|
|
5,274 |
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests |
|
|
77 |
|
|
|
51 |
|
|
|
142 |
|
|
|
138 |
|
|
|
|
|
|
|
|
|
|
Net income
attributable to Whitestone REIT |
|
$ |
3,327 |
|
|
$ |
1,954 |
|
|
$ |
6,101 |
|
|
$ |
5,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
2019 |
|
|
|
2018 |
|
|
|
2019 |
|
|
|
2018 |
|
Basic Earnings Per
Share: |
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations attributable to Whitestone REIT excluding amounts
attributable to unvested restricted shares |
|
$ |
0.06 |
|
|
$ |
0.05 |
|
|
$ |
0.13 |
|
|
$ |
0.13 |
|
Income from discontinued
operations attributable to Whitestone REIT |
|
|
0.02 |
|
|
|
— |
|
|
|
0.02 |
|
|
|
— |
|
Net income attributable to
common shareholders, excluding amounts attributable to unvested
restricted shares |
|
$ |
0.08 |
|
|
$ |
0.05 |
|
|
$ |
0.15 |
|
|
$ |
0.13 |
|
Diluted Earnings Per
Share: |
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations attributable to Whitestone REIT excluding amounts
attributable to unvested restricted shares |
|
$ |
0.06 |
|
|
$ |
0.05 |
|
|
$ |
0.13 |
|
|
$ |
0.12 |
|
Income from discontinued
operations attributable to Whitestone REIT |
|
|
0.02 |
|
|
|
— |
|
|
|
0.02 |
|
|
|
— |
|
Net income attributable to
common shareholders, excluding amounts attributable to unvested
restricted shares |
|
$ |
0.08 |
|
|
$ |
0.05 |
|
|
$ |
0.15 |
|
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
Weighted average
number of common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
39,886 |
|
|
|
39,204 |
|
|
|
39,768 |
|
|
|
39,136 |
|
Diluted |
|
|
40,839 |
|
|
|
40,679 |
|
|
|
40,853 |
|
|
|
40,519 |
|
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Comprehensive Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
$ |
3,404 |
|
|
$ |
2,005 |
|
|
$ |
6,243 |
|
|
$ |
5,274 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive
gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on cash flow hedging activities |
|
|
(6,035 |
) |
|
|
913 |
|
|
|
(9,505 |
) |
|
|
3,558 |
|
Unrealized gain on available-for-sale marketable securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income
(loss) |
|
|
(2,631 |
) |
|
|
2,918 |
|
|
|
(3,262 |
) |
|
|
8,850 |
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests |
|
|
77 |
|
|
|
51 |
|
|
|
142 |
|
|
|
138 |
|
Less: Comprehensive gain (loss) attributable to noncontrolling
interests |
|
|
(137 |
) |
|
|
23 |
|
|
|
(217 |
) |
|
|
94 |
|
|
|
|
|
|
|
|
|
|
Comprehensive income
(loss) attributable to Whitestone REIT |
|
$ |
(2,571 |
) |
|
$ |
2,844 |
|
|
$ |
(3,187 |
) |
|
$ |
8,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
2019 |
|
|
|
2018 |
|
|
|
2019 |
|
|
|
2018 |
|
|
(1)
Rental |
|
|
|
|
|
|
|
|
Rental revenues |
|
$ |
21,378 |
|
|
$ |
21,382 |
|
|
$ |
43,129 |
|
|
$ |
43,054 |
|
Recoveries |
|
|
7,907 |
|
|
|
7,445 |
|
|
|
15,461 |
|
|
|
15,072 |
|
Bad debt |
|
|
(159 |
) |
|
N/A |
|
|
(431 |
) |
|
N/A |
Total rental |
|
$ |
29,126 |
|
|
$ |
28,827 |
|
|
$ |
58,159 |
|
|
$ |
58,126 |
|
|
(2) Bad debt included in general and administrative expenses prior
to adoption of Topic 842 |
|
N/A |
|
$ |
216 |
|
|
N/A |
|
$ |
662 |
|
|
|
Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF
CASH FLOWS (Unaudited) (in
thousands) |
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
|
2019 |
|
|
|
2018 |
|
Cash flows from
operating activities: |
|
|
|
|
Net income from continuing operations |
|
$ |
5,542 |
|
|
$ |
5,274 |
|
Net income from discontinued operations |
|
|
701 |
|
|
|
— |
|
Net income |
|
|
6,243 |
|
|
|
5,274 |
|
Adjustments to
reconcile net income to net cash provided by operating
activities: |
|
|
|
|
Depreciation and amortization |
|
|
13,076 |
|
|
|
12,567 |
|
Amortization of deferred loan costs |
|
|
534 |
|
|
|
603 |
|
Loss on sale of marketable securities |
|
|
— |
|
|
|
20 |
|
Loss on sale or disposal of assets and properties |
|
|
115 |
|
|
|
4 |
|
Bad debt |
|
|
431 |
|
|
|
662 |
|
Share-based compensation |
|
|
2,908 |
|
|
|
3,246 |
|
Equity in earnings of real estate partnership |
|
|
(956 |
) |
|
|
(1,260 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
Escrows and acquisition deposits |
|
|
1,587 |
|
|
|
1,401 |
|
Accrued rents and accounts receivable |
|
|
(968 |
) |
|
|
14 |
|
Receivable due from related party |
|
|
(256 |
) |
|
|
232 |
|
Distributions from real estate partnership |
|
|
889 |
|
|
|
505 |
|
Unamortized lease commissions, legal fees and loan costs |
|
|
386 |
|
|
|
(852 |
) |
Prepaid expenses and other assets |
|
|
(5,426 |
) |
|
|
506 |
|
Accounts payable and accrued expenses |
|
|
465 |
|
|
|
(6,410 |
) |
Payable due to related party |
|
|
31 |
|
|
|
(612 |
) |
Tenants' security deposits |
|
|
257 |
|
|
|
75 |
|
Net cash provided by operating activities |
|
|
18,615 |
|
|
|
15,975 |
|
Cash flows from
investing activities: |
|
|
|
|
Additions to real estate |
|
|
(6,228 |
) |
|
|
(5,897 |
) |
Proceeds from sales of properties |
|
|
— |
|
|
|
4,433 |
|
Proceeds from sales of marketable securities |
|
|
— |
|
|
|
30 |
|
Net cash used in investing activities |
|
|
(6,228 |
) |
|
|
(1,434 |
) |
Net cash provided by investing activities of discontinued
operations |
|
|
701 |
|
|
|
— |
|
Cash flows from
financing activities: |
|
|
|
|
Distributions paid to common shareholders |
|
|
(22,617 |
) |
|
|
(22,348 |
) |
Distributions paid to OP unit holders |
|
|
(529 |
) |
|
|
(604 |
) |
Proceeds from issuance of common shares, net of offering costs |
|
|
3,716 |
|
|
|
— |
|
Payments of exchange offer costs |
|
|
(5 |
) |
|
|
(128 |
) |
Proceeds from bonds payable |
|
|
100,000 |
|
|
|
— |
|
Net proceeds from (payments to) credit facility |
|
|
(90,200 |
) |
|
|
9,000 |
|
Repayments of notes payable |
|
|
(6,851 |
) |
|
|
(1,274 |
) |
Payments of loan origination costs |
|
|
(4,088 |
) |
|
|
— |
|
Repurchase of common shares |
|
|
(776 |
) |
|
|
(1,059 |
) |
Net cash used in financing activities |
|
|
(21,350 |
) |
|
|
(16,413 |
) |
Net decrease in cash, cash
equivalents and restricted cash |
|
|
(8,262 |
) |
|
|
(1,872 |
) |
Cash, cash equivalents and
restricted cash at beginning of period |
|
|
13,786 |
|
|
|
5,210 |
|
Cash, cash equivalents and
restricted cash at end of period |
|
$ |
5,524 |
|
|
$ |
3,338 |
|
|
|
|
|
|
|
Six Months Ended |
|
|
June 30, |
|
|
|
2019 |
|
|
|
2018 |
|
Supplemental
disclosure of cash flow information: |
|
|
|
|
Cash paid for interest |
|
$ |
12,615 |
|
|
$ |
11,355 |
|
Cash paid for taxes |
|
$ |
396 |
|
|
$ |
304 |
|
Non cash investing and
financing activities: |
|
|
|
|
Disposal of fully depreciated real estate |
|
$ |
195 |
|
|
$ |
904 |
|
Financed insurance premiums |
|
$ |
1,238 |
|
|
$ |
1,273 |
|
Value of shares issued under dividend reinvestment plan |
|
$ |
69 |
|
|
$ |
66 |
|
Value of common shares exchanged for OP units |
|
$ |
10 |
|
|
$ |
752 |
|
Change in fair value of available-for-sale securities |
|
$ |
— |
|
|
$ |
18 |
|
Change in fair value of cash flow hedge |
|
$ |
(9,505 |
) |
|
$ |
3,558 |
|
Reallocation of ownership percentage between parent and
subsidiary |
|
$ |
— |
|
|
$ |
12 |
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
FFO (NAREIT) AND FFO CORE |
|
|
2019 |
|
|
|
2018 |
|
|
|
2019 |
|
|
|
2018 |
|
Net income attributable to
Whitestone REIT |
|
$ |
3,327 |
|
|
$ |
1,954 |
|
|
$ |
6,101 |
|
|
$ |
5,136 |
|
Adjustments to reconcile to
FFO: |
|
|
|
|
|
|
|
|
Depreciation and amortization of real estate |
|
|
6,544 |
|
|
|
6,224 |
|
|
|
12,939 |
|
|
|
12,431 |
|
Depreciation and amortization of real estate assets of real estate
partnership (pro rata) |
|
|
649 |
|
|
|
730 |
|
|
|
1,270 |
|
|
|
1,425 |
|
Loss on disposal of assets and properties of continuing operations,
net |
|
|
113 |
|
|
|
73 |
|
|
|
115 |
|
|
|
4 |
|
Gain on sale of assets and properties of discontinued operations,
net |
|
|
(701 |
) |
|
|
— |
|
|
|
(701 |
) |
|
|
— |
|
Loss on sale or disposal of properties or assets of real estate
partnership (pro rata) |
|
|
4 |
|
|
|
— |
|
|
|
7 |
|
|
|
— |
|
Net income attributable to noncontrolling interests |
|
|
77 |
|
|
|
51 |
|
|
|
142 |
|
|
|
138 |
|
FFO (NAREIT) |
|
|
10,013 |
|
|
|
9,032 |
|
|
|
19,873 |
|
|
|
19,134 |
|
Adjustments to reconcile to
FFO Core: |
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
1,100 |
|
|
|
1,489 |
|
|
|
3,051 |
|
|
|
3,397 |
|
Proxy contest professional fees |
|
|
— |
|
|
|
1,854 |
|
|
|
— |
|
|
|
2,534 |
|
FFO Core |
|
$ |
11,113 |
|
|
$ |
12,375 |
|
|
$ |
22,924 |
|
|
$ |
25,065 |
|
|
|
|
|
|
|
|
|
|
FFO PER SHARE AND OP UNIT CALCULATION |
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
FFO |
|
$ |
10,013 |
|
|
$ |
9,032 |
|
|
$ |
19,873 |
|
|
$ |
19,134 |
|
Distributions paid on unvested restricted common shares |
|
|
— |
|
|
|
(67 |
) |
|
|
(41 |
) |
|
|
(108 |
) |
FFO excluding amounts attributable to unvested restricted common
shares |
|
$ |
10,013 |
|
|
$ |
8,965 |
|
|
$ |
19,832 |
|
|
$ |
19,026 |
|
FFO Core excluding amounts attributable to unvested restricted
common shares |
|
$ |
11,113 |
|
|
$ |
12,308 |
|
|
$ |
22,883 |
|
|
$ |
24,957 |
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average number of total common shares - basic |
|
|
39,886 |
|
|
|
39,204 |
|
|
|
39,768 |
|
|
|
39,136 |
|
Weighted average number of total noncontrolling OP units -
basic |
|
|
928 |
|
|
|
1,033 |
|
|
|
928 |
|
|
|
1,058 |
|
Weighted average number of total common shares and noncontrolling
OP units - basic |
|
|
40,814 |
|
|
|
40,237 |
|
|
|
40,696 |
|
|
|
40,194 |
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
Unvested restricted shares |
|
|
953 |
|
|
|
1,475 |
|
|
|
1,085 |
|
|
|
1,383 |
|
Weighted average number of total common shares and noncontrolling
OP units - diluted |
|
|
41,767 |
|
|
|
41,712 |
|
|
|
41,781 |
|
|
|
41,577 |
|
|
|
|
|
|
|
|
|
|
FFO per common share and OP
unit - basic |
|
$ |
0.25 |
|
|
$ |
0.22 |
|
|
$ |
0.49 |
|
|
$ |
0.47 |
|
FFO per common share and OP
unit - diluted |
|
$ |
0.24 |
|
|
$ |
0.21 |
|
|
$ |
0.47 |
|
|
$ |
0.46 |
|
|
|
|
|
|
|
|
|
|
FFO Core per common share and
OP unit - basic |
|
$ |
0.27 |
|
|
$ |
0.31 |
|
|
$ |
0.56 |
|
|
$ |
0.62 |
|
FFO Core per common share and
OP unit - diluted |
|
$ |
0.27 |
|
|
$ |
0.30 |
|
|
$ |
0.55 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
PROPERTY NET OPERATING INCOME |
|
|
2019 |
|
|
|
2018 |
|
|
|
2019 |
|
|
|
2018 |
|
Net income attributable to
Whitestone REIT |
|
$ |
3,327 |
|
|
$ |
1,954 |
|
|
$ |
6,101 |
|
|
$ |
5,136 |
|
General and administrative expenses |
|
|
4,915 |
|
|
|
6,678 |
|
|
|
10,917 |
|
|
|
13,005 |
|
Depreciation and amortization |
|
|
6,612 |
|
|
|
6,293 |
|
|
|
13,076 |
|
|
|
12,567 |
|
Equity in earnings of real estate partnership |
|
|
(464 |
) |
|
|
(586 |
) |
|
|
(956 |
) |
|
|
(1,260 |
) |
Interest expense |
|
|
6,526 |
|
|
|
6,313 |
|
|
|
13,059 |
|
|
|
12,286 |
|
Interest, dividend and other investment income |
|
|
(164 |
) |
|
|
(284 |
) |
|
|
(409 |
) |
|
|
(541 |
) |
Provision for income taxes |
|
|
104 |
|
|
|
59 |
|
|
|
222 |
|
|
|
169 |
|
Gain on sale of assets and properties of continuing operations,
net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(249 |
) |
Gain on sale of assets and properties of discontinued operations,
net |
|
|
(701 |
) |
|
|
— |
|
|
|
(701 |
) |
|
|
— |
|
Management fee, net of related expenses |
|
|
(42 |
) |
|
|
(48 |
) |
|
|
(50 |
) |
|
|
(101 |
) |
Loss on disposal of assets and properties of continuing operations,
net |
|
|
113 |
|
|
|
73 |
|
|
|
115 |
|
|
|
253 |
|
NOI of real estate partnership (pro rata) |
|
|
1,679 |
|
|
|
1,978 |
|
|
|
3,438 |
|
|
|
4,010 |
|
Net income attributable to noncontrolling interests |
|
|
77 |
|
|
|
51 |
|
|
|
142 |
|
|
|
138 |
|
NOI |
|
$ |
21,982 |
|
|
$ |
22,481 |
|
|
$ |
44,954 |
|
|
$ |
45,413 |
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND
AMORTIZATION |
|
|
2019 |
|
|
|
2018 |
|
|
|
2019 |
|
|
|
2018 |
|
|
|
|
|
|
|
|
|
|
Net income attributable to
Whitestone REIT |
|
$ |
3,327 |
|
|
$ |
1,954 |
|
|
$ |
6,101 |
|
|
$ |
5,136 |
|
Depreciation and amortization |
|
|
6,612 |
|
|
|
6,293 |
|
|
|
13,076 |
|
|
|
12,567 |
|
Equity in earnings of real estate partnership |
|
|
(464 |
) |
|
|
(586 |
) |
|
|
(956 |
) |
|
|
(1,260 |
) |
Interest expense |
|
|
6,526 |
|
|
|
6,313 |
|
|
|
13,059 |
|
|
|
12,286 |
|
Provision for income taxes |
|
|
104 |
|
|
|
59 |
|
|
|
222 |
|
|
|
169 |
|
Gain on sale of assets and properties of continuing operations,
net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(249 |
) |
Gain on sale of assets and properties of discontinued operations,
net |
|
|
(701 |
) |
|
|
— |
|
|
|
(701 |
) |
|
|
— |
|
Loss on disposal of assets and properties of continuing operations,
net |
|
|
113 |
|
|
|
73 |
|
|
|
115 |
|
|
|
253 |
|
Management fee, net of related expenses |
|
|
(42 |
) |
|
|
(48 |
) |
|
|
(50 |
) |
|
|
(101 |
) |
EBITDA adjustments for real estate partnership |
|
|
1,578 |
|
|
|
1,924 |
|
|
|
3,249 |
|
|
|
3,880 |
|
Net income attributable to noncontrolling interests |
|
|
77 |
|
|
|
51 |
|
|
|
142 |
|
|
|
138 |
|
EBITDA |
|
$ |
17,130 |
|
|
$ |
16,033 |
|
|
$ |
34,257 |
|
|
$ |
32,819 |
|
Whitestone REIT (NYSE:WSR)
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From Mar 2024 to Apr 2024
Whitestone REIT (NYSE:WSR)
Historical Stock Chart
From Apr 2023 to Apr 2024