PRESS RELEASE
Contact Whitestone REIT:
Anne Gregory, Vice President Marketing & Investor Relations
(713) 435 2221 ir@whitestonereit.com
WHITESTONE REIT ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER AND FULL YEAR 2011
Fourth Quarter and 2011 Highlights
| |
• | Year-Over-Year Increase in Occupancy of Operating Portfolio to 87% from 86% in 2010 |
| |
• | Achieved Record FFO-Core with 22% Year-Over-Year Increase; Net Income for 2011 was $1.3 Million |
| |
• | Acquired Seven Community Centers at Below Replacement Cost and Two Future Development Land Parcels for Aggregate Purchase Price of $81.6 Million in 2011 |
Houston, Texas, February 28, 2012 - Whitestone REIT (NYSE Amex: WSR - “Whitestone” or the “Company”), a fully integrated real estate company that owns, operates and re-develops Community Centered PropertiesTM, which are visibly located in established or developing culturally diverse neighborhoods, announced its financial results for the fourth quarter and year ended December 31, 2011.
“Whitestone's 2011 was a break-out growth year as we increased the acquisition pace of value-add Community Centered Properties and expanded our geographic footprint. We also delivered on our other growth initiatives: adding tenants to increase occupancy and launching several redevelopment projects to enhance the value of our core assets. Our Community Centered Property, small space business model differentiates us in our industry and continues to deliver strong upwardly trending operating results such as our record FFO-Core,” said James C. Mastandrea, Whitestone's Chairman and Chief Executive Officer. “In 2012, we are committed to further portfolio expansion via acquisitions, as well as internal growth resulting from our focus on occupancy and select redevelopment supported by our strong balance sheet.”
Highlights: Fourth Quarter 2011 Compared to Fourth Quarter 2010
During the year ended December 31, 2011, the Company deployed approximately $81 million towards acquisitions of value-add Community Centered PropertiesTM in its target markets, including $47 million in acquisitions that were completed in the fourth quarter, which contributed only partially to 2011 results.
Whitestone's 2010 results, except Funds From Operations (“FFO”)-Core, include in income a portion of an insurance settlement for damages to the Company's Houston communities from Hurricane Ike, which was $0.6 million, or $0.08 per diluted common share and operating partnership (“OP”) unit.
| |
• | FFO-Core for the fourth quarter 2011increased 55%, or approximately $1.1 million, to $3.1 million as compared to $2.0 million in the fourth quarter of 2010. FFO-Core per diluted common share and OP unit was $0.25, as compared to $0.28 per diluted common share and OP unit for the same period in 2010. FFO-Core per diluted common share and OP unit was impacted by the issuance of common shares in May 2011. FFO-Core excludes acquisition expenses of $339,000 and $35,000 in 2011 and 2010, respectively, and a gain from an insurance settlement of $558,000 in 2010. |
| |
• | FFO for the fourth quarter 2011 was $2.8 million, or $0.22 per diluted common share and OP unit, as compared to $2.6 million or $0.35 per diluted common share and OP unit for the fourth quarter 2010. The gain recognized from the insurance settlement included in 2010 FFO was $558,000, or $0.08 per diluted common share and OP unit. |
| |
• | Property net operating income (“NOI”) increased 31% to $6.4 million for the fourth quarter 2011 as compared to $4.9 million for the same period in 2010. The increase of $1.5 million is attributable to new acquisitions of $0.8 million and same stores of $0.7 million. |
| |
• | Net income attributable to Whitestone REIT was $556,000, or $0.05 per diluted common share for the fourth quarter 2011, compared to $545,000 or $0.10 per diluted common share for the same period in 2010. |
| |
• | The Company declared a quarterly cash distribution of $0.285 per common share and OP unit, to be paid in three equal installments of $0.095 in January, February and March 2012. The distribution rate has remained the same since the distribution paid on July 8, 2010. In February 2012, the Company also declared its second quarter cash distribution of $0.285 per common share and OP unit, to be paid in three equal installments of $0.095 in April, May |
and June 2012.
Highlights: Year 2011 Compared to Year 2010
| |
• | FFO-Core increased 22%, or approximately $1.7 million, to $9.6 million for 2011 as compared to $7.9 million in 2010. FFO-Core per diluted common share and OP unit was $0.89 for 2011, as compared to $1.35 per diluted common share and OP unit, for 2010. FFO-Core per diluted common share and OP unit was impacted by the issuance of common shares in August 2010 and in May 2011. FFO-Core excludes acquisition expenses of $666,000 and $46,000 in 2011 and 2010, respectively, legal expenses of $254,000 in 2011, and a gain from an insurance settlement of $558,000 in 2010. |
| |
• | Whitestone's FFO was $8.7 million, or $0.81 per diluted common share and OP unit for 2011, as compared to $8.4 million, or $1.44 per diluted common share and OP unit, for 2010. |
| |
• | Property NOI increased 12% to $21.6 million in 2011, as compared to $19.3 million for 2010. Of the total $2.3 million increase, $1.4 million was attributable to new acquisitions, and $0.9 million was due to 5% growth in same stores. |
| |
• | Net income attributable to Whitestone was $1.1 million, or $0.12 per diluted common share for 2011, as compared to $1.1 million, or $0.27 per diluted common share for 2010. |
2011 Leasing Highlights
The Company's Operating Portfolio Occupancy Rate increased to 87% as of December 31, 2011 from 86% as of December 31, 2010. The Company defines Operating Portfolio Occupancy Rate as physical occupancy in all properties, excluding new acquisitions through the earlier of attainment of 90% occupancy or 18 months of ownership and properties that are undergoing significant redevelopment or re-tenanting. Total physical property occupancy, which includes properties under redevelopment, undergoing significant retenanting and recent acquisitions, was 84% as of December 31, 2011, the same as the prior year.
The Company signed new and renewal leases representing 797,000 square feet during 2011 primarily with tenants that required less than 3,000 square feet in multi-cultural neighborhoods, which drives premium rents. Leasing activity increased from the prior year as represented by:
| |
• | An increase of 2% in average occupancy for same stores to 86% in 2011 versus 84% in 2010; |
| |
• | An increase of 1% in total lease value of new and renewal leases signed: $32.3 million in 2011 versus $31.9 million in 2010; |
| |
• | An increase of 5% in the number of new and renewal leases signed: 312 in 2011 versus 298 in 2010; and |
| |
• | An increase of 11% in the square footage of new and renewal leases signed: 797,000 for 2011 versus 716,000 in 2010. |
Community Centered PropertiesTM Portfolio Statistics
As of December 31, 2011, Whitestone owned 45 Community Centered PropertiesTM with approximately 3.6 million square feet of gross leasable area, including two development land parcels, located in five of the top markets in the United States in terms of population growth: Houston, Dallas, San Antonio, Phoenix and Chicago.
The Company's strategic efforts target entrepreneurial tenants that provide services to the surrounding neighborhood at each Community Centered PropertyTM. These tenants tend to occupy smaller spaces (less than 3,000 square feet) and, as of December 31, 2011, provided a 69% premium rental rate compared to Whitestone's larger space tenants. The Company currently services 915 tenants throughout its portfolio. No single tenant accounted for more than 2.0% of the Company's annualized base rental revenues as of December 31, 2011.
Balance Sheet
Whitestone had 19 properties unencumbered by debt as of December 31, 2011, with an undepreciated cost basis of $114 million. The total undepreciated value of the Company's real estate assets and real estate indebtedness were $292 million and $127.9 million, respectively at December 31, 2011. As of December 31, 2011, 72% of the Company's debt was fixed-rate at a blended interest rate of 5.4%.
Subsequent Events
On February 27, 2012, Whitestone closed on a new three-year $125 million unsecured revolving credit facility. The new facility replaces the existing $20 million facility with Bank of Montreal. The Company plans to use the new facility for general corporate purposes, primarily for acquisitions and redevelopment of existing properties in its portfolio. BMO Capital Markets served as the Sole Lead Arranger and Sole Book Runner. Bank of Montreal also serves as the Administrative Agent. U. S. Bank National Association served as Syndication Agent, while Capital One, National Association, and Wells Fargo Bank, National Association served as Co-Documentation Agents. Also included in the lender group is MidFirst Bank.
Supplemental Financial Information
Further details regarding Whitestone REIT's results of operations, communities and tenants can be accessed at the Company's website at www.whitestonereit.com.
Webcast and Conference Call
The Company will host a conference call for investors and other interested parties on Tuesday, February 28, 2012 at 5:00p.m. (Eastern Time). Interested parties can listen to the call live on the internet through the Investor Relations section of the Company's website, www.whitestonereit.com, using the News/Events - Press Releases tab. The call is also accessible via telephone by dialing 1-(888) 378-4353 for domestic participants or 1-(719) 457-2634 for international participants and entering the passcode 3483645. Listeners should go to the website at least 15 minutes prior to the call to download and install any necessary audio software. Those dialing in should call in at least 10 minutes prior to the start.
The conference call will be recorded and a telephone replay will be available through March 13, 2012, by dialing 1-(877) 870-5176 for domestic participants or 1-(858) 384-5517 for international participants and entering the passcode 3483645. The replay of the call will also be available on the Company's website.
The earnings release and supplemental data package will be located in the Investor Relations section of the website on the News/Events Press Releases tab. For those without internet access, the fourth quarter 2011 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) 435-2221.
About Whitestone REIT
Whitestone REIT (NYSE Amex: WSR) is a fully integrated real estate investment trust that owns, operates and redevelops Community Centered PropertiesTM, which are visibly located properties in established or developing culturally diverse neighborhoods. Whitestone focuses on value-creation in its Centers, as it markets, leases and manages its Centers to match tenants with the shared needs of surrounding neighborhoods. Operations are structured for providing cost-effective service to local service-oriented smaller space tenants (less than 3,000 square feet). Whitestone has a diversified tenant base concentrated on service offerings including medical, education, and casual dining. The largest of its 915 tenants comprise less than 2% of its rental revenues. Headquartered in Houston, Texas and founded in 1998, the Company is internally managed with a portfolio of commercial properties in Texas, Arizona, and Illinois. For additional information about the Company, please visit www.whitestonereit.com. The Investor Relations section of the Company's website has links to SEC filings, news releases, financial reports and investor newsletters.
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"). We intend 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 our use of forward-looking terminology, such as "may," "will," "expect," "intend," "anticipate," "believe," "continue" or similar words or phrases that are predictions of future events or trends and which do not relate solely to historical matters. Examples of such statements in this press release include, but are not limited to, the strength of the Company's leasing portfolio and lease renewal activities, and the Company's anticipated net income, depreciation and amortization and FFO-Core.
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 successfully identify and consummate suitable acquisitions; 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 and regulatory changes; 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; and other factors detailed in our most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q and other documents we file with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We cannot guarantee the accuracy of any such forward-looking statements contained in this press release, and we do 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 the supplemental non-GAAP financial measures of FFO, FFO-Core, NOI and EBITDA. Following are definitions 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 the National Association of Real Estate Investment Trusts, or NAREIT, which states FFO should represent net income (loss) available to common shareholders (computed in accordance with GAAP) plus real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures and excluding gains or losses on the sale of operating real estate assets and extraordinary items. In October 2011, NAREIT communicated to its members that the exclusion of impairment writedowns of depreciable real estate is consistent with the definition of FFO, and prior periods should be restated to be consistent with this guidance. As the Company has not had any impairments in the past five years, the Company was not required to restate our FFO for prior periods.
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.
Further, 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. 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.
FFO-Core: Management believes that the computation of FFO in accordance with NAREIT's definition includes certain items that are not indicative of the results provided by the Company's operating portfolio and affect the comparability of the Company's period-over-period performance. These items include, but are not limited to, legal and professional fees, gains and losses on insurance claim settlements and acquisition costs. Therefore, in addition to FFO, management uses FFO-Core, which the Company defines to exclude such items. Management believes that these adjustments are appropriate in determining FFO-Core as they are not indicative of the operating performance of the Company's 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.
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). Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, 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 that 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.
EBITDA: 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) and general and administrative expenses. Other REITs may use different methodologies for calculating EBITDA, and accordingly, the Company's EBITDA may not be comparable to other REITs. 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.
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| | | | | | | | |
| Whitestone REIT and Subsidiaries |
| CONSOLIDATED BALANCE SHEETS |
| (in thousands, except per share data) |
| | | |
| | | December 31, |
| | | 2011 | | 2010 |
| ASSETS |
| Real estate assets, at cost: | | | | |
| Property | | $ | 292,360 |
| | $ | 204,954 |
|
| Accumulated depreciation | | (45,472 | ) | | (39,556 | ) |
| Total real estate assets | | 246,888 |
| | 165,398 |
|
| Cash and cash equivalents | | 5,695 |
| | 17,591 |
|
| Marketable securities | | 5,131 |
| | — |
|
| Escrows and acquisition deposits | | 4,996 |
| | 4,385 |
|
| Accrued rents and accounts receivable, net of allowance for doubtful accounts | | 6,053 |
| | 4,726 |
|
| Unamortized lease commissions and loan costs | | 3,755 |
| | 3,598 |
|
| Prepaid expenses and other assets | | 975 |
| | 747 |
|
| Total assets | | $ | 273,493 |
| | $ | 196,445 |
|
| LIABILITIES AND EQUITY |
| Liabilities: | | | | |
| Notes payable | | $ | 127,890 |
| | $ | 100,941 |
|
| Accounts payable and accrued expenses | | 9,017 |
| | 7,292 |
|
| Tenants' security deposits | | 2,232 |
| | 1,796 |
|
| Dividends and distributions payable | | 3,647 |
| | 2,133 |
|
| Total liabilities | | 142,786 |
| | 112,162 |
|
| Commitments and contingencies | |
| |
|
| Equity: | | | | |
| Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding at December 31, 2011 and December 31, 2010 | | — |
| | — |
|
| Class A common shares, $0.001 par value per share; 50,000,000 shares authorized; 2,603,292 and 3,471,187 issued and outstanding as of December 31, 2011 and 2010, respectively | | 2 |
| | 3 |
|
| Class B common shares, $0.001 par value per share; 350,000,000 shares authorized; 8,834,563 and 2,200,000 issued and outstanding as of December 31, 2011 and 2010, respectively | | 8 |
| | 2 |
|
| Additional paid-in capital | | 158,127 |
| | 93,357 |
|
| Accumulated other comprehensive loss | | (1,119 | ) | | — |
|
| Accumulated deficit | | (41,060 | ) | | (30,654 | ) |
| Total Whitestone REIT shareholders' equity | | 115,958 |
| | 62,708 |
|
| Noncontrolling interest in subsidiary | | 14,749 |
| | 21,575 |
|
| Total equity | | 130,707 |
| | 84,283 |
|
| Total liabilities and equity | | $ | 273,493 |
| | $ | 196,445 |
|
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2011 | | 2010 | | 2009 |
| | | | | | | |
| Property revenues | | | | | | |
| Rental revenues | | $ | 27,814 |
| | $ | 25,901 |
| | $ | 26,449 |
|
| Other revenues | | 7,101 |
| | 5,632 |
| | 6,236 |
|
| Total property revenues | | 34,915 |
| | 31,533 |
| | 32,685 |
|
| | | | | | | |
| Property expenses | | |
| | |
| | |
|
| Property operation and maintenance | | 8,659 |
| | 8,358 |
| | 8,519 |
|
| Real estate taxes | | 4,668 |
| | 3,925 |
| | 4,472 |
|
| Total property expenses | | 13,327 |
| | 12,283 |
| | 12,991 |
|
| | | | | | | |
| Other expenses (income) | | |
| | |
| | |
|
| General and administrative | | 6,648 |
| | 4,992 |
| | 6,072 |
|
| Depreciation & amortization | | 8,365 |
| | 7,225 |
| | 6,958 |
|
| Involuntary conversion | | — |
| | (558 | ) | | (1,542 | ) |
| Interest expense | | 5,728 |
| | 5,620 |
| | 5,749 |
|
| Interest, dividend and other investment income | | (460 | ) | | (28 | ) | | (36 | ) |
| Total other expense | | 20,281 |
| | 17,251 |
| | 17,201 |
|
| | | | | | | |
| Income before loss on sale or disposal of assets and income taxes | | 1,307 |
| | 1,999 |
| | 2,493 |
|
| | | | | | | |
| Provision for income taxes | | (225 | ) | | (264 | ) | | (222 | ) |
| Loss on sale or disposal of assets | | (146 | ) | | (160 | ) | | (196 | ) |
| Income before gain on sale of property | | 936 |
| | 1,575 |
| | 2,075 |
|
| | | | | | | |
| Gain on sale of property | | 397 |
| | — |
| | — |
|
| Net income | | 1,333 |
| | 1,575 |
| | 2,075 |
|
| | | | | | | |
| Less: Net income attributable to noncontrolling interests | | 210 |
| | 470 |
| | 733 |
|
| | | | | | | |
| Net income attributable to Whitestone REIT | | $ | 1,123 |
| | $ | 1,105 |
| | $ | 1,342 |
|
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share data)
|
| | | | | | | | | | | | |
| | | Year Ended December 31, |
| | | 2011 | | 2010 | | 2009 |
| | | | | | | |
| Earnings per share - basic | | | | | | |
| Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | | $ | 0.12 |
| | $ | 0.27 |
| | $ | 0.41 |
|
| | | | | | | |
| Earnings per share - diluted | | |
| | |
| | |
|
| Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | | $ | 0.12 |
| | $ | 0.27 |
| | $ | 0.40 |
|
| | | | | | | |
| Weighted average number of common shares outstanding: | | |
| | |
| | |
|
| Basic | | 9,028 |
| | 4,012 |
| | 3,236 |
|
| Diluted | | 9,042 |
| | 4,041 |
| | 3,302 |
|
| | | | | | | |
| Dividends declared per Class A common share | | $ | 1.14 |
| | $ | 1.19 |
| | $ | 1.35 |
|
Dividends declared per Class B common share (1) | | 1.14 |
| | 0.57 |
| | — |
|
| | | | | | | |
| Condensed Consolidated Statements of Comprehensive Income | | |
| | |
| | |
|
| | | | | | | |
| Net income | | $ | 1,333 |
| | $ | 1,575 |
| | $ | 2,075 |
|
| | | | | | | |
| Other comprehensive gain (loss): | | |
| | |
| | |
|
| | | | | | | |
| Unrealized loss on available-for-sale marketable securities | | (1,329 | ) | | — |
| | — |
|
| | | | | | | |
| Comprehensive income | | 4 |
| | 1,575 |
| | 2,075 |
|
| | | | | | | |
| Less: Comprehensive income attributable to noncontrolling interests | | 1 |
| | 470 |
| | 733 |
|
| | | | | | | |
| Comprehensive income attributable to Whitestone REIT | | $ | 3 |
| | $ | 1,105 |
| | $ | 1,342 |
|
| |
(1) | Class B common shares were issued on August 26, 2010 in connection with our initial public offering and listing on the NYSE-Amex. Class B common shares received a pro-rated dividend in September 2010. From October 2010 forward, Class A and Class B common shares received the same dividend. |
|
| | | | | | | | | | | | | | | | |
Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) |
| | | Three Months Ended | | Twelve Months Ended |
| | | December 31, | | December 31, |
| | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | |
| Property revenues | |
| |
|
| | | | |
| Rental revenues | | $ | 7,352 |
| | $ | 6,601 |
| | $ | 27,814 |
| | $ | 25,901 |
|
| Other revenues | | 2,616 |
| | 1,458 |
| | 7,101 |
| | 5,632 |
|
| Total property revenues | | 9,968 |
| | 8,059 |
| | 34,915 |
| | 31,533 |
|
| | | | | | | | | |
| Property expenses | | | | | | | | |
| Property operation and maintenance | | 2,331 |
| | 2,285 |
| | 8,659 |
| | 8,358 |
|
| Real estate taxes | | 1,278 |
| | 923 |
| | 4,668 |
| | 3,925 |
|
| Total property expenses | | 3,609 |
| | 3,208 |
| | 13,327 |
| | 12,283 |
|
| | | | | | | | | |
| Other expenses (income) | | | | | | | | |
| General and administrative | | 1,911 |
| | 1,257 |
| | 6,648 |
| | 4,992 |
|
| Depreciation & amortization | | 2,239 |
| | 1,902 |
| | 8,365 |
| | 7,225 |
|
| Involuntary conversion | | — |
| | (558 | ) | | — |
| | (558 | ) |
| Interest expense | | 1,451 |
| | 1,410 |
| | 5,728 |
| | 5,620 |
|
| Interest, dividend and other investment income | | (81 | ) | | (9 | ) | | (460 | ) | | (28 | ) |
| Total other expense | | 5,520 |
| | 4,002 |
| | 20,281 |
| | 17,251 |
|
| | | | | | | | | |
| Income before loss on sale or disposal of assets and income taxes | | 839 |
| | 849 |
| | 1,307 |
| | 1,999 |
|
| | | | | | | | | |
| Provision for income taxes | | (60 | ) | | (51 | ) | | (225 | ) | | (264 | ) |
| Loss on sale or disposal of assets | | (129 | ) | | (47 | ) | | (146 | ) | | (160 | ) |
| Income before gain on sale of property | | 650 |
| | 751 |
| | 936 |
| | 1,575 |
|
| | | | | | | | | |
| Gain on sale of property | | — |
| | — |
| | 397 |
| | — |
|
| Net income | | 650 |
| | 751 |
| | 1,333 |
| | 1,575 |
|
| | | | | | | | | |
| Less: Net income attributable to noncontrolling interests | | 94 |
| | 206 |
| | 210 |
| | 470 |
|
| | | | | | | | | |
| Net income attributable to Whitestone REIT | | $ | 556 |
| | $ | 545 |
| | $ | 1,123 |
| | $ | 1,105 |
|
|
| | | | | | | | | | | | | | | | |
Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) |
| | | | | | | | | |
| | | Three Months Ended | | Twelve Months Ended |
| | | December 31, | | December 31, |
| | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | |
| Earnings per share - basic | | | | | | | | |
| Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | | $ | 0.05 |
| | $ | 0.10 |
| | $ | 0.12 |
| | $ | 0.27 |
|
| | | | | | | | | |
| Earnings per share - diluted | | | | | | | | |
| Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | | $ | 0.05 |
| | $ | 0.10 |
| | $ | 0.12 |
| | $ | 0.27 |
|
| | | | | | | | | |
| Weighted average number of common shares outstanding: | | | | | | | | |
| Basic | | 11,232 |
| | 5,479 |
| | 9,028 |
| | 4,012 |
|
| Diluted | | 11,244 |
| | 5,499 |
| | 9,042 |
| | 4,041 |
|
| | | | | | | | | |
| Dividends declared per Class A common share | | $ | 0.29 |
| | $ | 0.29 |
| | $ | 1.14 |
| | $ | 1.19 |
|
Dividends declared per Class B common share (1) | | 0.29 |
| | 0.29 |
| | 1.14 |
| | 0.57 |
|
| |
(1) | Class B common shares were issued on August 26, 2010 in connection with our initial public offering and listing on the NYSE-Amex. Class B common shares received a pro-rated dividend in September 2010. From October 2010 forward, Class A and Class B common shares received the same dividend. |
|
| | | | | | | | | | | | |
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) |
| | | | | | | |
| | | Year Ended December 31, |
| | | 2011 | | 2010 | | 2009 |
| Cash flows from operating activities: | | | | | | |
| Net income | | $ | 1,333 |
| | $ | 1,575 |
| | $ | 2,075 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | |
| | |
| | |
|
| Depreciation and amortization | | 7,749 |
| | 6,805 |
| | 6,518 |
|
| Amortization of deferred loan costs | | 616 |
| | 420 |
| | 440 |
|
| Gain on sale of marketable securities | | (192 | ) | | — |
| | — |
|
| Loss (gain) on sale or disposal of assets and properties | | (251 | ) | | 160 |
| | 196 |
|
| Bad debt expense | | 615 |
| | 536 |
| | 877 |
|
| Share-based compensation | | 310 |
| | 297 |
| | 1,013 |
|
| Changes in operating assets and liabilities: | | | | | | |
| Escrows and acquisition deposits | | (519 | ) | | 3,840 |
| | (3,700 | ) |
| Accrued rents and accounts receivable | | (1,939 | ) | | (748 | ) | | (511 | ) |
| Unamortized lease commissions and loan costs | | (995 | ) | | (783 | ) | | (634 | ) |
| Prepaid expenses and other assets | | 296 |
| | 446 |
| | 527 |
|
| Accounts payable and accrued expenses | | 993 |
| | (2,319 | ) | | 2,096 |
|
| Tenants' security deposits | | 436 |
| | 166 |
| | 1 |
|
| Net cash provided by operating activities | | 8,452 |
| | 10,395 |
| | 8,898 |
|
| Cash flows from investing activities: | | |
| | |
| | |
|
| Acquisitions of real estate | | (65,910 | ) | | (8,625 | ) | | (5,619 | ) |
| Additions to real estate | | (7,568 | ) | | (4,143 | ) | | (3,611 | ) |
| Proceeds from sale of property | | 1,567 |
| | — |
| | — |
|
| Investments in marketable securities | | (13,520 | ) | | — |
| | — |
|
| Proceeds from sales of marketable securities | | 7,252 |
| | — |
| | — |
|
| Net cash used in investing activities | | (78,179 | ) | | (12,768 | ) | | (9,230 | ) |
| Cash flows from financing activities: | | |
| | |
| | |
|
| Dividends paid | | (10,045 | ) | | (5,158 | ) | | (4,645 | ) |
| Distributions paid to OP unit holders | | (1,974 | ) | | (2,249 | ) | | (2,281 | ) |
| Proceeds from issuance of common shares, net of offering costs | | 59,683 |
| | 22,970 |
| | — |
|
| Proceeds from notes payable | | 13,905 |
| | 1,430 |
| | 9,557 |
|
| Repayments of notes payable | | (3,128 | ) | | (2,957 | ) | | (8,725 | ) |
| Payments of loan origination costs | | (610 | ) | | (98 | ) | | (288 | ) |
| Repurchase of common stock | | — |
| | (249 | ) | | — |
|
| Net cash provided by (used in) financing activities | | 57,831 |
| | 13,689 |
| | (6,382 | ) |
| Net increase (decrease) in cash and cash equivalents | | (11,896 | ) | | 11,316 |
| | (6,714 | ) |
| Cash and cash equivalents at beginning of period | | 17,591 |
| | 6,275 |
| | 12,989 |
|
| Cash and cash equivalents at end of period | | $ | 5,695 |
| | $ | 17,591 |
| | $ | 6,275 |
|
|
| | | | | | | | | | | | |
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) |
| | | | | | | |
| | | Year Ended December 31, |
| | | 2011 | | 2010 | | 2009 |
| Supplemental disclosure of cash flow information: | | |
| | |
| | |
|
| Cash paid for interest | | $ | 5,719 |
| | $ | 5,621 |
| | $ | 5,535 |
|
| Cash paid for taxes | | 215 |
| | 262 |
| | 223 |
|
| Non cash Investing and financing activities: | | |
| | |
| | |
|
| Disposal of fully depreciated real estate | | $ | 238 |
| | $ | 598 |
| | $ | 564 |
|
| Financed insurance premiums | | 649 |
| | 616 |
| | 568 |
|
| Acquisition of real estate in exchange for OP units | | — |
| | — |
| | 3,625 |
|
| Debt assumed with acquisitions of real estate | | 15,425 |
| | — |
| | — |
|
| Value of shares issued under dividend reinvestment plan | | 37 |
| | — |
| | — |
|
| Value of Class B shares exchanged for OP units | | 4,972 |
| | — |
| | — |
|
| Change in par value of Class A common shares | | — |
| | 7 |
| | — |
|
| Change in fair value of available-for-sale securities | | (1,329 | ) | | — |
| | — |
|
| Reclassification of dividend reinvestment shares with rescission rights | | — |
| | 606 |
| | — |
|
|
| | | | | | | | | | | | | | | | |
Whitestone REIT and Subsidiaries RECONCILIATION OF NON-GAAP MEASURES (in thousands, except per share and per unit data) |
| | | Three Months Ended | | Twelve Months Ended |
| | | December 31, | | December 31, |
| | | 2011 | | 2010 | | 2011 | | 2010 |
| FFO AND FFO-CORE | | | | | | | | |
| Net income attributable to Whitestone REIT | | $ | 556 |
| | $ | 545 |
| | $ | 1,123 |
| | $ | 1,105 |
|
| Depreciation and amortization of real estate assets | | 2,015 |
| | 1,767 |
| | 7,625 |
| | 6,697 |
|
| Loss (gain) on disposal of assets | | 129 |
| | 47 |
| | (251 | ) | | 160 |
|
| Net income attributable to noncontrolling interests | | 94 |
| | 206 |
| | 210 |
| | 470 |
|
| FFO | | $ | 2,794 |
| | $ | 2,565 |
| | $ | 8,707 |
| | $ | 8,432 |
|
| | | | | | | | | |
| Acquisition costs | | $ | 339 |
| | $ | 35 |
| | $ | 666 |
| | $ | 46 |
|
| Gain on insurance claim settlement | | — |
| | (558 | ) | | — |
| | (558 | ) |
| Legal and professional costs (recoveries), net | | — |
| | — |
| | 254 |
| | — |
|
| FFO-Core | | $ | 3,133 |
| | $ | 2,042 |
| | $ | 9,627 |
| | $ | 7,920 |
|
| | | | | | | | | |
| FFO PER SHARE AND OP UNIT CALCULATION | | | | | | | | |
| Numerator: | | | | | | | | |
| FFO | | $ | 2,794 |
| | $ | 2,565 |
| | $ | 8,707 |
| | $ | 8,432 |
|
| Dividends paid on unvested restricted Class A common shares | | (4 | ) | | (6 | ) | | (17 | ) | | (27 | ) |
| FFO excluding amounts attributable to unvested restricted | | | | | | | | |
| Class A common shares | | $ | 2,790 |
| | $ | 2,559 |
| | $ | 8,690 |
| | $ | 8,405 |
|
| FFO-Core excluding amounts attributable to unvested restricted | | | | | | | | |
| Class A common shares | | $ | 3,129 |
| | $ | 2,036 |
| | $ | 9,610 |
| | $ | 7,893 |
|
| | | | | | | | | |
| Denominator: | | | | | | | | |
| Weighted average number of total common shares - basic | | 11,232 |
| | 5,479 |
| | 9,028 |
| | 4,012 |
|
| Weighted average number of total noncontrolling | | | | | | | | |
| OP units - basic | | 1,381 |
| | 1,815 |
| | 1,705 |
| | 1,815 |
|
| Weighted average number of total commons shares and | | | | | | | | |
| noncontrolling OP units - basic | | 12,613 |
| | 7,294 |
| | 10,733 |
| | 5,827 |
|
| | | | | | | | | |
| Effect of dilutive securities: | | | | | | | | |
| Unvested restricted shares | | 12 |
| | 20 |
| | 14 |
| | 29 |
|
| Weighted average number of total common shares and | | | | | | | | |
| noncontrolling OP units - dilutive | | 12,625 |
| | 7,314 |
| | 10,747 |
| | 5,856 |
|
| | | | | | | | | |
| FFO per share and unit - basic | | $ | 0.22 |
| | $ | 0.35 |
| | $ | 0.81 |
| | $ | 1.44 |
|
| FFO per share and unit - diluted | | $ | 0.22 |
| | $ | 0.35 |
| | $ | 0.81 |
| | $ | 1.44 |
|
| | | | | | | | | |
| FFO-Core per share and unit - basic | | $ | 0.25 |
| | $ | 0.28 |
| | $ | 0.90 |
| | $ | 1.35 |
|
| FFO-Core per share and unit - diluted | | $ | 0.25 |
| | $ | 0.28 |
| | $ | 0.89 |
| | $ | 1.35 |
|
Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
|
| | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended December 31, | | Twelve Months Ended December 31, |
| | | 2,011 | | 2,010 | | 2,011 | | 2,010 | | 2,009 |
| | | | | | | | | | | |
| PROPERTY NET OPERATING INCOME ("NOI") | | | | | | | | | | |
| | | | | | | | | | | |
| Net income attributable to Whitestone REIT | | $ | 556 |
| | $ | 545 |
| | $ | 1,123 |
| | $ | 1,105 |
| | $ | 1,342 |
|
| General and administrative expenses | | 1,911 |
| | 1,257 |
| | 6,648 |
| | 4,992 |
| | 6,072 |
|
| Depreciation and amortization | | 2,239 |
| | 1,902 |
| | 8,365 |
| | 7,225 |
| | 6,958 |
|
| Involuntary conversion | | — |
| | (558 | ) | | — |
| | (558 | ) | | (1,542 | ) |
| Interest expense | | 1,451 |
| | 1,410 |
| | 5,728 |
| | 5,620 |
| | 5,749 |
|
| Interest, dividend and other investment income | | (81 | ) | | (9 | ) | | (460 | ) | | (28 | ) | | (36 | ) |
| Provision for income taxes | | 60 |
| | 51 |
| | 225 |
| | 264 |
| | 222 |
|
| Loss on disposal of assets | | 129 |
| | 47 |
| | 146 |
| | 160 |
| | 196 |
|
| Gain on sale of property | | — |
| | — |
| | (397 | ) | | — |
| | — |
|
| Net income (loss) attributable to noncontrolling interests | | 94 |
| | 206 |
| | 210 |
| | 470 |
| | 733 |
|
| NOI | | $ | 6,359 |
| | $ | 4,851 |
| | $ | 21,588 |
| | $ | 19,250 |
| | $ | 19,694 |
|
| | | | | | | | | | | |
| EARNINGS BEFORE INTEREST, INCOME TAX, DEPRECIATION AND AMORTIZATION ("EBITDA") | | | | | | | | | | |
| | | | | | | | | | | |
| Net income attributable to Whitestone REIT | | $ | 556 |
| | $ | 545 |
| | $ | 1,123 |
| | $ | 1,105 |
| | $ | 1,342 |
|
| Depreciation and amortization | | 2,239 |
| | 1,902 |
| | 8,365 |
| | 7,225 |
| | 6,958 |
|
| Involuntary conversion | | — |
| | (558 | ) | | — |
| | (558 | ) | | (1,542 | ) |
| Interest expense | | 1,451 |
| | 1,410 |
| | 5,728 |
| | 5,620 |
| | 5,749 |
|
| Provision for income taxes | | 60 |
| | 51 |
| | 225 |
| | 264 |
| | 222 |
|
| Loss (gain) on disposal of assets | | 129 |
| | 47 |
| | 146 |
| | 160 |
| | 196 |
|
| Net income attributable to noncontrolling interests | | 94 |
| | 206 |
| | 210 |
| | 470 |
| | 733 |
|
| EBITDA | | $ | 4,529 |
| | $ | 3,603 |
| | $ | 15,797 |
| | $ | 14,286 |
| | $ | 13,658 |
|
|
| | | | | | | | | | | | | | | | |
| | | Three Months Ended |
| | | December 31, | | September 30, | | June 30, | | March 31, |
| | | 2011 | | 2011 | | 2011 | | 2011 |
| Net income (loss) attributable to Whitestone REIT | | $ | 556 |
| | $ | 578 |
| | $ | (196 | ) | | $ | 185 |
|
| Depreciation and amortization | | 2,239 |
| | 2,161 |
| | 1,976 |
| | 1,989 |
|
| Interest expense | | 1,451 |
| | 1,430 |
| | 1,445 |
| | 1,402 |
|
| Provision for income taxes | | 60 |
| | 54 |
| | 58 |
| | 53 |
|
| Loss (gain) on disposal of assets | | 129 |
| | (1 | ) | | — |
| | 18 |
|
| Net income (loss) attributable to noncontrolling interests | | 94 |
| | 97 |
| | (42 | ) | | 61 |
|
| EBITDA | | $ | 4,529 |
| | $ | 4,319 |
| | $ | 3,241 |
| | $ | 3,708 |
|
