Our Strong, Thoughtfully Refreshed Board Has Executed on Driving Shareholder Value
Urges Shareholders to Vote “FOR” ONLY Whitestone REIT’s Highly Qualified Trustee Nominees on the WHITE Proxy Card Today
Highlights of the presentation include:
1) Whitestone’s track record of superior performance since David Holeman’s CEO appointment in
- Since David Holeman’s appointment, the strategies implemented by our Board and management team have delivered superior total shareholders returns of 21% for Whitestone, exceeding all of its peers and the MSCI US REIT Index.1
- Whitestone has achieved some of the highest SS NOI growth among our peers2 since 2022 driven by our high-quality portfolio and a management team that is laser focused on delivering consistent results.
- Our Company is positioned to continue delivering strong results with the midpoint of 2024 guidance indicating 11% year over year Core FFO per share growth.
2) Our strong, thoughtfully refreshed Board’s demonstrated track record of driving sustainable shareholder value creation
- Significant Board refreshment with 3 of 6 Trustees added in the past 2 years, achieving a balance of deep institutional knowledge, diversity and fresh perspectives that complement our long-term growth strategy.
- Independent Board committed to taking action to protect shareholders; reflected by recent corporate governance and management enhancements, including naming
David Holeman CEO inJanuary 2022 , terminating our shareholder rights plan and allowing shareholders to propose and vote on bylaw amendments. - Board overseeing a strategy that is driving value and executing on our long term strategic and operational goals.
3) Erez’s campaign is not in the best interest of all shareholders
- Erez’s principal,
Bruce Schanzer , is attempting to recycle a playbook from his time as CEO at Cedar Realty Trust, a company plagued by governance issues, reputational concerns and long-term operational and share price underperformance. - Erez has demanded a change in Whitestone’s Board with the sole purpose of embarking on an immediate sale or liquidation of the Company under adverse market conditions; Erez has offered no substantive operational or strategic ideas. Their criticisms of our strategy, operations, and corporate governance do not have merit and are meant to mislead shareholders.
- The Whitestone Board is open to all avenues to drive shareholder value including evaluating transaction opportunities, but we are opposed to selling under adverse market conditions. We want to maximize value for shareholders not crystallize value at the worst possible time. However, Erez demonstrates a singular focus on short-term gains at the expense of the long-term value opportunity evidenced by Whitestone’s share price momentum.
- Erez’s nominees are wholly unqualified to join our Board.
Bruce Schanzer has a tumultuous, conflicted and value destructive track record at Cedar Realty Trust.Catherine Clark , who Erez touts as bringing strong shopping center REIT expertise, has never acquired or sold assets in our core markets; worse, during her tenure at RPT Realty, the company was among the worst performing shopping center REITs on a total returns basis, underperforming Whitestone by over 42%.
Whitestone shareholders who have any questions or require any assistance with voting may contact our proxy solicitation firm,
Advisors
About
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 the Company's investor relations website.
Important Additional Information and Where to Find It
Certain Information Regarding Participants in Solicitation
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
Non-GAAP Financial Measures
This release contains supplemental financial measures that are not calculated pursuant to
FFO: Funds From Operations:
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.
Investor and Media Contact:
Director, Investor Relations
(713) 435-2219
ir@whitestonereit.com
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1 From
2 Peers include AKR, BFS, BRX, FRT, IVT, KIM, KRG, PECO, REG, ROIC, SITC and UE.
Source:
2024 GlobeNewswire, Inc., source