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8-K - 8-K - Whitestone REITwsr-20210224.htm

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CORPORATE PROFILE
NYSE: WSR
Whitestone REIT (NYSE: WSR) is a community-centered shopping center REIT that aquires, owns, manages,
Common Sharesdevelops and redevelops high quality open-air neighborhood centers primarily in the largest, fastest-growing and
most affluent markets in the Sunbelt. Whitestone seeks to create communities that thrive through
58 Community Centers
creating local connections between consumers in the surrounding communities and a well-crafted mix of national,
5.0 million sq. ft. of gross
regional and local tenants that provide daily necessities, needed services, entertainment and experiences. Whitestone
leasable area
has consistently paid a monthly dividend for over 15 years. The Company’s balanced and well-managed
1,391 tenants
capital structure provides stability and flexibility to support it through a multitude of economic cycles.
6 Top Growth Markets
We invest in properties that are or can become Community Centered Properties® from which our tenants deliver
Austinneeded services to the surrounding population. We focus on properties with smaller rental spaces that present
Chicagoopportunities for attractive returns.
Dallas-Fort Worth
Houston
Our strategic efforts target entrepreneurial, service-oriented tenants at each property who provide services to their
Phoenix
respective surrounding communities. Operations include an internal management structure providing cost-effective
San Antonio
services to locally-oriented, smaller space tenants. Multi-cultural community focus sets us apart from traditional
commercial real estate operators. We value diversity on our team and maintain in-house leasing, property
Fiscal Year End
management, marketing, construction and maintenance departments with culturally diverse and multi-lingual
12/31
associates who understand the particular needs of our tenants and neighborhoods.
Common Shares &
We have a diverse tenant base concentrated on service offerings such as specialty retail, grocery, restaurants,
Units Outstanding*:
medical, educational and financial services and entertainment. These tenants tend to occupy smaller spaces (less
Common Shares: 42.4 million
than 3,000 square feet) and, as of December 31, 2020, provided a 48% premium rental rate compared to our larger
Operating Partnership Units:
space tenants. The largest of our 1,391 tenants at our wholly owned properties comprised only 2.8% of our
     0.8 million
annualized base rental revenues for the three months ended December 31, 2020.
Distribution (per share / unit)*:
Quarter: $ 0.1075
Investor Relations:
Annualized: $ 0.43Whitestone REITICR Inc.
Dividend Yield: 4.5%**Kevin Reed, Director of Investor RelationsBrad Cohen
2600 South Gessner, Suite 500, Houston, Texas 77063203.682.8211
Board of Trustees:713.435.2219 email: ir@whitestonereit.com
Nandita V. Berry
website: www.whitestonereit.com
Jeffrey A. Jones
Paul T. Lambert
Analyst Coverage:
Jack L. Mahaffey
B. Riley FBR
JMP Securities
Maxim Group
Ladenburg Thalmann
James C. Mastandrea
Craig Kucera
Aaron Hecht
Michael Diana
John J. Massocca
David F. Taylor
540.277.3366
415.835.3963
212.895.3641
212.409.2543
Trustee Emeritus:
ckucera@brileyfbr.com
ahecht@jmpsecurities.com
mdiana@maximgrp.com
jmassocca@ladenburg.com
Daniel G. DeVos
* As of February 23, 2021
** Based on common share price
of $9.59 as of close of market on
February 23 2021.
We are followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding our performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of our management. We do not by our reference above or distribution imply our endorsement of or concurrence with such information, conclusions or recommendations.
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WHITESTONE REIT
REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS & PROVIDES COVID-19 UPDATE
-Net Income Per Diluted Share Attributable to Whitestone REIT of $0.07 for the Fourth Quarter and $0.14 for the Full Year-
-Leading the Shopping Center Industry in Foot Traffic Recovery at its Properties(1)-

Houston, Texas, February 24, 2021 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the fourth quarter and full year of 2020 with an update on its business activities in light of the ongoing COVID-19 pandemic. Whitestone is a community-centered shopping center REIT that acquires, owns, manages, develops and redevelops high-quality open-air neighborhood centers primarily in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone seeks to create communities that thrive through creating local connections between consumers in the surrounding communities. This is accomplished by providing a well-crafted mix of national, regional and local tenants that provide daily necessities, needed services, entertainment and experiences at each of our centers. Whitestone has consistently paid a monthly dividend since its public commencement. Whitestone’s strong balanced and well-managed capital structure provides stability and flexibility to support it through a multitude of economic cycles.

Fourth Quarter Operating and Full Year Operating and Financial Highlights:
All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.
Included in fourth quarter and full year net income attributable to common shareholders and funds from operations is a $1.7 million gain from PPP Loan forgiveness.

Full Year Net Income attributable to common shareholders of $0.14 per diluted share
Full Year 2020 Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), was $0.83 per share
Full Year FFO Core was $0.93 per share
Fourth Quarter Net Income attributable to common shareholders of $0.07 per diluted share
Fourth Quarter FFO of $0.23 per share
Fourth Quarter FFO Core of $0.24 per share
Comparable GAAP-based leasing spreads of 6.8% for the quarter and 8.9% for the year
Same-store Net Operating Income (“NOI”) decreased 4.2% and 4.4% for the three and twelve month periods, respectively
Bad debt/uncollectable revenue for the quarter was $1.3 million, or $0.03 per share, primarily due to COVID-19 pandemic and included $151,000 of non-cash straight-line rent
Total Net Debt, defined as outstanding debt plus pro rata share of outstanding debt of real estate partnership less cash and pro rata share of cash of real estate partnership, reduced $12.0 Million, or 2% from prior year

COVID-19 Update Summary (as of February 23, 2021)

All 53 community centers are open and have remained open throughout the pandemic
99% of tenants are open and operating (based on ABR)
95% of fourth quarter 2020 contractual rents have been collected
96% of total January contractual rents have been collected to date
Entered into rent deferral agreements representing 3% of fourth quarter 2020 revenue
Grew cash and cash equivalents by $10.2 million from prior year


Jim Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT, commented, “Whitestone’s strong performance and operating trends throughout the pandemic, achieving near-or-top-of-the-industry’s quarterly cash rental collections, and leading the shopping center industry in foot traffic recovery at our properties, sets it apart. Our focus since the pandemic started was to protect our employees, tenants, and the value of our properties so we can continue to produce stable cash flows. Through the sheer dedication and unyielding efforts of our associates, we were able to stabilize our properties and produce stellar rental collection results, while also continuing to lease space. As exemplified by our recent dividend increase, our cash flow remains strong and we remain firmly committed to serving all of our stakeholders by continuing to outperform.”

(1) Source: S&P Global Market Intelligence (S&P), December 7,2020. Whitestone REIT (NYSE: WSR) ranked first in year-over-year recovery in Black Friday foot traffic. The analysis by S&P, which sourced data from AirSage, reveals that the foot traffic in Whitestone centers has recovered to 80.4% of the previous year’s foot traffic levels as compared to the overall public shopping center industry average of a 48% recovery.
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Includes properties owned by Acadia Realty Trust, Brixmor Property Group Inc., Cedar Realty Trust, Inc., SITE Center Corp, Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, RPT Realty, Regency Centers Corporation, Retail Opportunity Investments Corp., Retail Properties of America, Inc., Retail Value Inc., Saul Centers, Inc., Urban Edge Properties, Urstadt Biddle Properties Inc., Weingarten Realty Investors, Wheeler Real Estate Investment Trust Inc. and Whitestone REIT.


Financial Results

Reconciliations of Net Income Attributable to Whitestone REIT to FFO, FFO Core and NOI are included herein.

Net income attributable to common shareholders for the quarter ended December 31, 2020 was $3.1 million, or $0.07 per diluted share, inclusive of $1.3 million or $0.03 per share, related to credit loss and straight-line rent reserve, primarily due to the impact of the COVID-19 pandemic. Net income attributable to common shareholders for the quarter ended December 31, 2019 was $15.8 million, or $0.37 per share.

FFO for the quarter ended December 31, 2020 was $10.2 million, or $0.23 per share, as compared to $8.9 million, or $0.21 per share for the quarter ended December 31, 2019. FFO Core for the quarter ended December 31, 2020 was $10.4 million or $0.24 per share, compared to $11.1 million, or $0.26 per share for the quarter ended December 31, 2019. The change in FFO is primarily the result of a $1.7 million gain from PPP loan forgiveness offset by $1.3 million of bad debt/uncollectable revenue primarily related to the impact of the COVID-19 pandemic. FFO Core excludes the $1.7 million PPP loan forgiveness and the change is primarily the result of $1.3 million of bad debt/uncollectable revenue primarily related to the impact of the COVID-19 pandemic.

Operating Results

For the periods ending December 31, 2020, the Company’s operating highlights were as follows:
Q4-2020YTD 2020
Occupancy:
Wholly Owned Properties
88.2%
88.2%
Same Store Property Net Operating Income Change(1)
(4.2)%
(4.4)%
Rental Rate Growth - Total (GAAP Basis):
6.8%
8.9%
New Leases
(5.4)%
(0.4)%
Renewal Leases
10.1%
11.1%
Leasing Transactions:
Number of New Leases
28
105
New Leases - Annualized Revenue (millions)
$6.5
$27.6
Number of Renewal Leases
56
201
Renewal Leases - Annualized Revenue (millions)
$12.5
$47.9
(1) Excludes straight-line rent, amortization of above/below market rates and lease termination fees in both periods.

Real Estate Portfolio Update

Community Centered PropertiesTM Portfolio Statistics:

As of December 31, 2020, Whitestone wholly owned 58 Community Centered PropertiesTM with 5.0 million square feet of gross leasable area ("GLA"). Five of the 58 Community Centered PropertiesTM are land parcels held for future development. The portfolio is comprised of 30 properties in Texas, 27 in Arizona and one in Illinois. Whitestone’s Community Centered PropertiesTM are located in Austin (4), San Antonio (3), Chicago (1), Dallas-Fort Worth (8), Houston (15) and the greater Phoenix metropolitan area (27). In addition to being business friendly, these are six of the top markets in the country in terms of size, economic strength and population growth. 2017 estimates show the projected 5-year population growth rates for both Austin and Dallas-Fort Worth to be 9.7%, San Antonio to be 8.6%, Houston to be 8.0%, and Phoenix to be 6.6% (2). The Company’s properties in these markets are generally located on the best retail corners embedded in affluent communities. The Company also owns an 81.4% equity interest in and manages eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.

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At the end of the fourth quarter, the Company’s diversified tenant base was comprised of 1,391 tenants, with the largest tenant accounting for only 2.8% of annualized base rental revenues. Lease terms range from less than one year for smaller tenants to over 15 years for larger tenants. Whitestone’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.

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

COVID-19 Update Summary

During the fourth quarter of 2020, the COVID-19 pandemic continued to impact the Company’s operations. As February 23, 2021, approximately 99% (% of ABR) of the Company’s tenants were open for business. Cash collections for the quarter totaled 95% of contractual rents, up from 90% in the prior quarter. These strong collections are a result of the Company’s strategic locations, well-crafted tenant mix and the efforts of its team members in proactively working with tenants to assist them through these difficult times. Cash collections in January 2021 are 96% collected to date.

Balance Sheet and Liquidity

At December 31, 2020, Whitestone had $25.8 million in cash and cash equivalents, $18.4 million of availability and $130.5 million of capacity under its credit facility.

On March 24, 2020, to enhance its liquidity, Whitestone drew $30.0 million on its credit facility. During 2020, Whitestone repaid $12.2 million in mortgage debt and repaid $20 million of borrowings under its credit facility, fully repaying all liquidity borrowings by year-end. Whitestone has no real estate debt maturing until 2022.

The Company has undepreciated real estate assets of $1.1 billion at December 31, 2020.

At December 31, 2020, 51 of the Company’s wholly owned 58 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $825.6 million. At December 31, 2020, the Company had total real estate debt, net of cash, of $619.4 million, of which approximately 85% was subject to fixed interest rates. The Company’s weighted average interest rate on all fixed rate debt as of the end of the fourth quarter was 4.1% and the weighted average remaining term was 4.4 years.

Dividend

On December 10, 2020, the Company declared a quarterly cash distribution of $0.105 per common share and OP unit for the first quarter of 2021, to be paid in three equal installments of $0.035 in January, February, and March of 2021. On February 10, 2021, the Company raised its quarterly distribution to $0.1075 per common share and OP units, equal to a monthly distribution of $0.035833, beginning with the March 2021 distribution.

Conference Call Information

In conjunction with the issuance of its financial results, the Company invites you to listen to the its earnings release conference call to be broadcast live on Thursday, February 25, 2021 at 8:00 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: (877) 407-4018
Dial-in number for international participants: (201) 689-8471

The conference call will be recorded, and a telephone replay will be available through Thursday, March 11, 2021. Replay access information is as follows:

Replay number for domestic participants:
         (844) 512-2921
Replay number for international participants:
(412) 317-6671
Passcode (for all participants):
13715688


To listen to a 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
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the webcast link until the Company’s next earnings release. Additional information about Whitestone can be found on the Company’s website.

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

Supplemental Financial Information

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

About Whitestone REIT

Whitestone is a community-centered shopping center REIT that acquires, owns, manages, develops and redevelops high-quality open-air neighborhood centers primarily in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone seeks to create communities that thrive through creating local connections between consumers in the surrounding communities and a well-crafted mix of national, regional and local tenants that provide daily necessities, needed services, entertainment and experiences. Whitestone is a monthly dividend paying stock and has consistently paid dividends for over 15 years. Whitestone’s strong, balanced and managed capital structure provides stability and flexibility for growth and positions Whitestone to perform well through economic cycles. For additional information, please visit www.whitestonereit.com.

Forward-Looking Statements

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

The following are additional factors that could cause the Company's actual results and its expectations to differ materially from those described in the Company's forward-looking statements: uncertainties related to the COVID-19 pandemic, including the unknown duration and economic, operational and financial impacts of the COVID-19 pandemic, and the actions taken or contemplated by U.S. and local governmental authorities or others in response to the pandemic on the Company’s business, employees and tenants, including, among others, (a) changes in tenant demand for the Company’s properties, (b) financial challenges confronting major tenants, including as a result of decreased customers’ willingness to frequent, and mandated stay in place orders that have prevented customers from frequenting, some of Company’s tenants’ businesses and the impact of these issues on the Company’s ability to collect rent from its tenants; (c) operational changes implemented by the Company, including remote working arrangements, which may put increased strain on IT systems and create increased vulnerability to cybersecurity incidents, (d) significant reduction in the Company’s liquidity due to the lack of further availability under its revolving credit facility and limited ability to access the capital markets and other sources of financing on attractive terms or at all, and (e) prolonged measures to contain the spread of COVID-19 or the premature easing of government-imposed restrictions implemented to contain the spread of COVID-19; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including as a result of a surge in COVID-19 cases in such areas and the impact on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; 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; the Company's ability to meet its long-term goals, 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
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distributions to its shareholders at current rates or at all; current adverse market and economic conditions including, but not limited to, the significant volatility and disruption in the global financial markets caused by the COVID-19 pandemic and potential volatility as a result of the U.S. presidential election; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic, legislative and regulatory changes, including changes to laws governing REITs and the impact of the legislation commonly known as the Tax Cuts and Jobs Act; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended; and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.

Non-GAAP Financial Measures

This release contains supplemental financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”) including EBITDAre, EBITDAre-Adjusted, FFO, FFO Core, and NOI. Following are explanations and reconciliations of these metrics to their most comparable GAAP metric.

EBITDAre: 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 will represent a supplemental non-GAAP performance measure that will provide 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 should not be considered as alternatives 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.

EBITDAre-Adjusted: The Company also presents EBITDAre-Adjusted as an additional supplemental measure as we believe it is reflective of the core operating performance of our portfolio of properties. EBITDAre-Adjusted is defined as NAREIT EBITDAre excluding charges and gains related to non-cash and non-operating transactions and other events that could affect the comparability of operating results. Specific examples of items excluded from EBITDAre-Adjusted include, but are not limited to, share-based compensation, proxy contest costs and management fees, net of related costs. There can be no assurance that EBITDAre-Adjusted as presented by the Company is comparable to similarly titled measures of other REITs. EBITDAre-Adjusted should not be considered 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-Adjusted does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

FFO: Funds From Operations: Management believes that FFO is a useful measure of the Company's operating performance. The Company computes FFO as defined by NAREIT, which states that FFO should represent net income (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. 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.

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

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

Same Store NOI: Management believes that Same Store NOI is a useful measure of the Company’s property operating performance because it includes only the properties that have been owned for the entire period being compared, and that it is frequently used by the investment community. Same Store NOI assists in eliminating differences in NOI due to the acquisition or disposition of properties during the period being presented, providing a more consistent measure of the Company’s performance. The Company defines Same Store NOI as operating revenues (rental and other revenues, excluding straight-line rent adjustments, amortization of above/below market rents, and lease termination fees) less property and related expenses (property operation and maintenance and real estate taxes), Non-Same Store NOI, and NOI of our investment in Pillarstone OP (pro rata). We define “Non-Same Stores” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. Other REITs may use different methodologies for calculating Same Store NOI, and accordingly, the Company's Same Store NOI may not be comparable to that of other REITs.

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



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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31, 2020December 31, 2019
ASSETS
Real estate assets, at cost
Property$1,106,426 $1,099,955 
Accumulated depreciation(163,712)(137,933)
Total real estate assets942,714 962,022 
Investment in real estate partnership33,979 34,097 
Cash and cash equivalents25,777 15,530 
Restricted cash179 113 
Escrows and acquisition deposits9,274 8,388 
Accrued rents and accounts receivable, net of allowance for doubtful accounts (1)
23,009 22,854 
Receivable due from related party335 477 
Unamortized lease commissions, legal fees and loan costs7,686 8,960 
Prepaid expenses and other assets(2)
2,049 3,819 
Total assets$1,045,002 $1,056,260 
LIABILITIES AND EQUITY
Liabilities:
Notes payable$644,185 $644,699 
Accounts payable and accrued expenses(3)
50,918 39,336 
Payable due to related party125 307 
Tenants' security deposits6,916 6,617 
Dividends and distributions payable4,532 12,203 
Total liabilities706,676 703,162 
Commitments and contingencies:— — 
Equity:
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of December 31, 2020 and December 31, 2019— — 
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 42,391,316 and 41,492,117 issued and outstanding as of December 31, 2020 and December 31, 2019, respectively42 41 
Additional paid-in capital562,250 554,816 
Accumulated deficit(215,809)(204,049)
Accumulated other comprehensive loss(14,400)(5,491)
Total Whitestone REIT shareholders' equity332,083 345,317 
Noncontrolling interest in subsidiary6,243 7,781 
Total equity338,326 353,098 
Total liabilities and equity$1,045,002 $1,056,260 



8


Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)

December 31, 2020December 31, 2019
(1) Accrued rents and accounts receivable, net of allowance for doubtful accounts
Tenant receivables$22,956 $16,741 
Accrued rents and other recoveries16,348 16,983 
Allowance for doubtful accounts(16,426)(11,173)
Other receivables131 303 
Total accrued rents and accounts receivable, net of allowance for doubtful accounts$23,009 $22,854 
(2) Operating lease right of use assets (net)
$592 $1,328 
(3) Operating lease liabilities
$603 $1,331 

9


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended December 31,Year Ended December 31,
2020201920202019
Revenues
Rental(1)
$28,968 $29,487 $115,084 $117,014 
Management, transaction, and other fees866 613 2,831 2,237 
Total revenues29,834 30,100 117,915 119,251 
Operating expenses
Depreciation and amortization7,191 6,875 28,303 26,740 
Operating and maintenance5,542 5,851 20,563 20,611 
Real estate taxes4,424 3,819 18,015 16,293 
General and administrative
5,699 5,147 21,303 21,661 
Total operating expenses22,856 21,692 88,184 85,305 
Other expenses (income)
Interest expense6,209 6,547 25,770 26,285 
Loss (gain) on sale or disposal of assets, net(518)(753)364 (638)
Gain on loan forgiveness(1,734)— (1,734)— 
Interest, dividend and other investment income(72)(109)(278)(659)
Total other expense3,885 5,685 24,122 24,988 
Income before equity investment in real estate partnership and income tax3,093 2,723 5,609 8,958 
Equity in earnings of real estate partnership169 13,596 921 15,076 
Provision for income tax(91)(76)(379)(400)
Income from continuing operations3,171 16,243 6,151 23,634 
Loss (gain) on sale of property from discontinued operations— (107)— 594 
Income from discontinued operations— (107)— 594 
Net income3,171 16,136 6,151 24,228 
Less: Net income attributable to noncontrolling interests59 360 117 545 
Net income attributable to Whitestone REIT$3,112 $15,776 $6,034 $23,683 


10


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Three Months Ended December 31,Year Ended December 31,
2020201920202019
Basic Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares
$0.07 $0.39 $0.14 $0.57 
Income from discontinued operations attributable to Whitestone REIT
0.00 0.00 0.00 0.02 
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
$0.07 $0.39 $0.14 $0.59 
Diluted Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares
$0.07 $0.38 $0.14 $0.56 
Income from discontinued operations attributable to Whitestone REIT
0.00 (0.01)0.00 0.01 
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
$0.07 $0.37 $0.14 $0.57 
Weighted average number of common shares outstanding:
Basic42,368 40,614 42,244 40,184 
Diluted43,337 42,090 42,990 41,462 
Consolidated Statements of Comprehensive Income (Loss)
Net income$3,171 $16,136 $6,151 $24,228 
Other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedging activities1,333 1,912 (9,062)(9,828)
Comprehensive income (loss)4,504 18,048 (2,911)14,400 
Less: Net income attributable to noncontrolling interests59 360 117 545 
Less: Comprehensive income (loss) attributable to noncontrolling interests30 43 (173)(221)
Comprehensive income (loss) attributable to Whitestone REIT$4,415 $17,645 $(2,855)$14,076 
11


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

Three Months Ended December 31,Year Ended December 31,
2020201920202019
    (1) Rental
Rental revenues$21,700 $21,998 $87,291 $86,750 
Recoveries8,466 8,047 33,442 31,748 
Bad debt(1,198)(558)(5,649)(1,484)
Total rental$28,968 $29,487 $115,084 $117,014 





12


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
 20202019
Cash flows from operating activities:  
Net income from continuing operations$6,151 $23,634 
Net income from discontinued operations— 594 
  Net income6,151 24,228 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization28,303 26,740 
Amortization of deferred loan costs1,113 1,095 
Gain on sale or disposal of assets and loan forgiveness, net(1,370)(638)
Bad debt5,649 1,484 
Share-based compensation6,063 6,483 
Equity in earnings of real estate partnership(921)(15,076)
Changes in operating assets and liabilities:
Escrows and acquisition deposits(885)(177)
Accrued rents and accounts receivable(6,055)(2,998)
Receivable due from related party142 (83)
Distributions from real estate partnership1,039 6,926 
Unamortized lease commissions, legal fees and loan costs(1,343)(1,824)
Prepaid expenses and other assets2,255 (4,163)
Accounts payable and accrued expenses2,518 5,609 
Payable due to related party(182)249 
Tenants' security deposits299 487 
Net cash provided by operating activities42,776 47,748 
Cash flows from investing activities:  
Acquisitions of real estate— (34,804)
Additions to real estate(7,362)(13,243)
Proceeds from note receivable922 — 
Proceeds from financed receivable due from related party— 5,661 
Net cash used in investing activities(6,440)(42,386)
Net cash provided by investing activities of discontinued operations— 594 
Cash flows from financing activities:  
Distributions paid to common shareholders(25,203)(45,627)
Distributions paid to OP unit holders(511)(1,055)
Proceeds from issuance of common shares, net of offering costs2,241 21,244 
Payments of exchange offer costs(43)(120)
Proceeds from bonds and notes payable1,734 100,000 
Net proceeds from (payments of) credit facility10,000 (66,700)
Repayments of notes payable(12,164)(8,095)
Payments of loan origination costs— (2,970)
Repurchase of common shares(2,077)(776)
Net cash used in financing activities(26,023)(4,099)
Net increase in cash, cash equivalents and restricted cash10,313 1,857 
Cash, cash equivalents and restricted cash at beginning of period15,643 13,786 
Cash, cash equivalents and restricted cash at end of period (1)
$25,956 $15,643 

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


13


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(in thousands)
Year Ended December 31,
20202019
Supplemental disclosure of cash flow information:  
Cash paid for interest$24,741 $25,360 
Cash paid for taxes$353 $396 
Non cash investing and financing activities:  
Disposal of fully depreciated real estate$88 $234 
Financed insurance premiums$1,431 $1,238 
Value of shares issued under dividend reinvestment plan$89 $137 
Value of common shares exchanged for OP units$1,162 $186 
Change in fair value of cash flow hedge$(9,062)$(9,828)
Reallocation of ownership percentage between parent and subsidiary$(20)$— 
Property received as termination fee$251 $— 

December 31,
20202019
Cash, cash equivalents and restricted cash
Cash and cash equivalents$25,777 $15,530 
Restricted cash179 113 
Total cash, cash equivalents and restricted cash$25,956 $15,643 


14


Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
Three Months EndedYear Ended
 December 31,December 31,
FFO (NAREIT) AND FFO CORE2020201920202019
Net income attributable to Whitestone REIT$3,112 $15,776 $6,034 $23,683 
  Adjustments to reconcile to FFO:
Depreciation and amortization of real estate assets7,153 6,811 28,096 26,468 
Depreciation and amortization of real estate assets of real estate partnership (pro rata)
411 441 1,673 2,362 
Loss (gain) on sale or disposal of assets(518)(753)364 (638)
Loss (gain) on sale of property from discontinued operations— 107 — (594)
Loss (gain) on sale or disposal of properties or assets of real estate partnership (pro rata)13 (13,820)91 (13,800)
Net income attributable to noncontrolling interests
59 360 117 545 
FFO (NAREIT)10,230 8,922 36,375 38,026 
  Adjustments to reconcile to FFO Core:
Share-based compensation expense1,896 1,713 6,063 6,483 
Early debt extinguishment costs of real estate partnership— 426 — 426 
Gain on loan forgiveness(1,734)— (1,734)— 
FFO Core$10,392 $11,061 $40,704 $44,935 
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO$10,230 $8,922 $36,375 $38,026 
Distributions paid on unvested restricted common shares
— — — (41)
FFO excluding amounts attributable to unvested restricted common shares
$10,230 $8,922 $36,375 $37,985 
FFO Core excluding amounts attributable to unvested restricted common shares
$10,392 $11,061 $40,704 $44,894 
Denominator:
Weighted average number of total common shares - basic
42,368 40,614 42,244 40,184 
Weighted average number of total noncontrolling OP units - basic
773 922 821 924 
Weighted average number of total common shares and noncontrolling OP units - basic
43,141 41,536 43,065 41,108 
Effect of dilutive securities:
Unvested restricted shares969 1,476 746 1,278 
Weighted average number of total common shares and noncontrolling OP units - diluted
44,110 43,012 43,811 42,386 
FFO per common share and OP unit - basic$0.24 $0.21 $0.84 $0.92 
FFO per common share and OP unit - diluted$0.23 $0.21 $0.83 $0.90 
FFO Core per common share and OP unit - basic$0.24 $0.27 $0.95 $1.09 
FFO Core per common share and OP unit - diluted
$0.24 $0.26 $0.93 $1.06 

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months EndedYear Ended
 December 31,December 31,
PROPERTY NET OPERATING INCOME2020201920202019
Net income attributable to Whitestone REIT$3,112 $15,776 $6,034 $23,683 
General and administrative expenses5,699 5,147 21,303 21,661 
Depreciation and amortization7,191 6,875 28,303 26,740 
Equity in earnings of real estate partnership(169)(13,596)(921)(15,076)
Interest expense6,209 6,547 25,770 26,285 
Interest, dividend and other investment income(72)(109)(278)(659)
Provision for income taxes91 76 379 400 
Loss (gain) on sale of property from discontinued operations— 107 — (594)
Management fee, net of related expenses88 22 334 (42)
Loss (gain) on sale or disposal of assets, net(518)(753)364 (638)
Gain on loan forgiveness(1,734)— (1,734)— 
NOI of real estate partnership (pro rata)982 1,121 4,232 6,273 
Net income attributable to noncontrolling interests59 360 117 545 
NOI20,938 21,573 83,903 88,578 
Non-Same Store NOI (1)
(257)(267)(1,691)(155)
NOI of real estate partnership (pro rata)(982)(1,121)(4,232)(6,273)
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata)19,699 20,185 77,980 82,150 
Same Store straight-line rent adjustments(8)(192)632 (1,110)
Same Store amortization of above/below market rents(198)(72)(787)(761)
Same Store lease termination fees(585)(176)(1,613)(576)
Same Store NOI (2)
$18,908 $19,745 $76,212 $79,703 

(1)    We define “Non-Same Store” 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. For purposes of comparing the three months ended December 31, 2020 to the three months ended December 31, 2019, Non-Same Store includes properties acquired between October 1, 2019 and December 31, 2020 and properties sold between October 1, 2019 and December 31, 2020, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2020 to the twelve months ended December 31, 2019, Non-Same Store includes properties acquired between January 1, 2019 and December 31, 2020 and properties sold between January 1, 2019 and December 31, 2020, but not included in discontinued operations.

(2)    We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended December 31, 2020 to the three months ended December 31, 2019, Same Store includes properties owned before October 1, 2019 and not sold before December 31, 2020. For purposes of comparing the twelve months ended December 31, 2020 to the twelve months ended December 31, 2019, Same Store includes properties owned before January 1, 2019 and not sold before December 31, 2020.

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months EndedYear Ended
December 31,December 31,
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre)2020201920202019
Net income attributable to Whitestone REIT$3,112 $15,776 $6,034 $23,683 
Depreciation and amortization7,191 6,875 28,303 26,740 
Interest expense6,209 6,547 25,770 26,285 
Provision for income taxes91 76 379 400 
Net income attributable to noncontrolling interests59 360 117 545 
Equity in earnings of real estate partnership(169)(13,596)(921)(15,076)
EBITDAre adjustments for real estate partnership794 1,039 3,484 5,939 
Loss (gain) on sale of property from discontinued operations— 107 — (594)
Loss (gain) on sale or disposal of assets, net(518)(753)364 (638)
Gain on loan forgiveness(1,734)— (1,734)— 
EBITDAre15,035 16,431 61,796 67,284 
Management fee, net of related expenses88 22 334 (42)
Share-based compensation expense1,896 1,713 6,063 6,483 
EBITDAre-Adjusted$17,019 $18,166 $68,193 $73,725 
15


Whitestone REIT and Subsidiaries
SAME STORE PROPERTY ANALYSIS
(in thousands)

Three Months Ended December 31,
20202019ChangePercent Change
Same Store (51 properties, excluding development land)
Property revenues
Rental$28,384 $29,237 $(853)(3)%
Management, transaction and other fees724 355 369 104 %
Total property revenues29,108 29,592 (484)(2)%
Property expenses
Property operation and maintenance5,186 5,641 (455)(8)%
Real estate taxes4,223 3,766 457 12 %
Total property expenses9,409 9,407 %
Total property revenues less total property expenses19,699 20,185 (486)(2)%
Same Store straight-line rent adjustments(8)(192)184 (96)%
Same Store amortization of above/below market rents(198)(72)(126)175 %
Same Store lease termination fees(585)(176)(409)232 %
Same Store NOI (1)
$18,908 $19,745 $(837)(4)%

(1)     For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.”

16


Whitestone REIT and Subsidiaries
SAME STORE PROPERTY ANALYSIS
(in thousands)

Year Ended December 31,
20202019ChangePercent Change
Same Store (51 properties, excluding development land)
Property revenues
Rental$112,057 $116,764 $(4,707)(4)%
Management, transaction and other fees2,199 1,286 913 71 %
Total property revenues114,256 118,050 (3,794)(3)%
Property expenses
Property operation and maintenance19,081 19,655 (574)(3)%
Real estate taxes17,195 16,245 950 %
Total property expenses36,276 35,900 376 %
Total property revenues less total property expenses77,980 82,150 (4,170)(5)%
Same Store straight-line rent adjustments632 (1,110)1,742 (157)%
Same Store amortization of above/below market rents(787)(761)(26)%
Same Store lease termination fees(1,613)(576)(1,037)180 %
Same Store NOI (1)
$76,212 $79,703 $(3,491)(4)%

(1)     For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.”

17



Whitestone REIT and Subsidiaries
OTHER FINANCIAL INFORMATION
(in thousands, except number of properties and employees)

Three Months EndedYear Ended
December 31,December 31,
 2020201920202019
Other Financial Information:
Tenant improvements (1) (2)
$549 $1,432 $2,813 $4,122 
Leasing commissions (1) (2)
$313 $473 $1,270 $2,664 
Maintenance capital (1)
$972 $1,215 $3,815 $5,048 
Scheduled debt principal payments (1)
$438 $460 $1,879 $2,005 
Straight-line rent income (1)
$$217 $(667)$1,372 
Market rent amortization income from acquired leases (1)
$237 $68 $823 $724 
Non-cash share-based compensation expense (1)
$1,896 $1,713 $6,063 $6,483 
Non-real estate depreciation and amortization (1)
$39 $64 $207 $272 
Amortization of loan fees (1)
$280 $354 $1,131 $1,229 
Undepreciated value of unencumbered properties$825,637 $802,545 $825,637 $802,545 
Number of unencumbered properties51 50 51 50 
Full time employees88 108 88 108 

(1)     Includes pro-rata share attributable to real estate partnership.

(2)    Does not include first generation costs needed for new acquisitions, development or redevelopment of a property to bring the property to operating standards for its intended use.


18


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
As of December 31, 2020
MARKET CAPITALIZATION:Percent of Total EquityTotal Market CapitalizationPercent of Total Market Capitalization
Equity Capitalization:
Common shares outstanding98.2 %42,391 
Operating partnership units outstanding1.8 %773 
Total100.0 %43,164 
Market price of common shares as of
December 31, 2020$7.97 
Total equity capitalization344,017 36 %
Debt Capitalization:
Outstanding debt$645,163 
Less: Cash and cash equivalents(25,777)
Total debt capitalization619,386 64 %
Total Market Capitalization as of
December 31, 2020$963,403 100 %

SELECTED RATIOS:
Three Months EndedYear Ended
December 31,December 31,
INTEREST COVERAGE RATIO2020201920202019
EBITDAre/Interest Expense
EBITDAre (1)
$15,035 $16,431 $61,796 $67,284 
Interest expense
6,209 6,547 25,770 26,285 
Pro rata share of interest expense from real estate partnership
160 684 650 1,947 
Less: amortization of loan fees, including pro rata share from real estate partnership
(280)(354)(1,131)(1,229)
Interest expense, excluding amortization of loan fees
6,089 6,877 25,289 27,003 
Ratio of EBITDAre to interest expense2.5 2.4 2.4 2.5 

(1)    For a reconciliation of EBITDAre, see previous section “Reconciliation of Non-GAAP Measures.”


19


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(continued)
(in thousands, except per share amounts and percentages)
LEVERAGE RATIODecember 31,
20202019
Debt/Undepreciated Book Value
Outstanding debt$645,163 $645,896 
Less: Cash(25,777)(15,530)
Add: Proportional share of net debt of real estate partnership
8,912 9,944 
Outstanding debt after cash$628,298 $640,310 
Undepreciated real estate assets$1,106,426 $1,099,955 
Add: Proportional share of real estate from unconsolidated partnership
45,848 45,496 
Undepreciated real estate assets$1,152,274 $1,145,451 
Ratio of debt to real estate assets55 %56 %

Three Months EndedYear Ended
December 31,December 31,
2020201920202019
Debt/EBITDAre Ratio
Outstanding debt$645,163 $645,896 $645,163 $645,896 
Less: Cash(25,777)(15,530)(25,777)(15,530)
Add: Proportional share of net debt of unconsolidated real estate partnership
8,912 9,944 8,912 9,944 
Total Net Debt$628,298 $640,310 $628,298 $640,310 
EBITDAre$15,035 $16,431 $61,796 $67,284 
Management fee, net of related expenses88 22 334 (42)
Share based compensation1,896 1,713 6,063 6,483 
EBITDAre-Adjusted$17,019 $18,166 $68,193 $73,725 
Effect of partial period acquisitions and dispositions— 428 — 711 
Pro forma EBITDAre-Adjusted17,019 18,594 68,193 74,436 
Pro forma annualized EBITDAre-Adjusted$68,076 $74,376 $68,193 $74,436 
Ratio of debt to pro forma EBITDAre-Adjusted 9.28.69.28.6






20


 Whitestone REIT and Subsidiaries
SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES
TOTAL OUTSTANDING DEBT
(in thousands)
DescriptionDecember 31, 2020December 31, 2019
Fixed rate notes
$10.5 million, 4.85% Note, paid off on September 24, 2020 (1)
$— $9,260 
$100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 (2)
100,000 100,000 
$165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 (3)
165,000 165,000 
$80.0 million, 3.72% Note, due June 1, 202780,000 80,000 
$19.0 million 4.15% Note, due December 1, 202418,687 19,000 
$20.2 million 4.28% Note, due June 6, 202318,222 18,616 
$14.0 million 4.34% Note, due September 11, 202413,236 13,482 
$14.3 million 4.34% Note, due September 11, 202414,014 14,243 
$15.1 million 4.99% Note, due January 6, 202414,165 14,409 
$2.6 million 5.46% Note, due October 1, 20232,339 2,386 
$50.0 million, 5.09% Note, due March 22, 202950,000 50,000 
$50.0 million, 5.17% Note, due March 22, 202950,000 50,000 
Floating rate notes
Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023 (4)
119,500 109,500 
Total notes payable principal645,163 645,896 
Less deferred financing costs, net of accumulated amortization(978)(1,197)
Total notes payable$644,185 $644,699 


(1)     Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term through September 24, 2018 and 4.85% beginning September 25, 2018 through September 24, 2020. The promissory note was paid off in September 2020.

(2)    Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 3 at 1.73%.

(3)     Promissory note includes an interest rate swap that fixed the LIBOR portion of the interest rate at an average rate of 2.24% for the duration of the term through January 31, 2024.

(4)    Unsecured line of credit includes certain Pillarstone Properties as of December 31, 2018, in determining the amount of credit available under the 2018 Facility which were released from collateral during 2019.

SCHEDULE OF DEBT MATURITIES AS OF DECEMBER 31, 2020
(in thousands)
YearAmount Due
 
2021$1,829 
2022101,683 
2023147,363 
2024228,573 
202517,143 
Thereafter148,572 
Total$645,163 

21



Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
Gross Leasable Area as ofOccupancy % as of
December 31,December 31,September 30,June 30,March 31,
Community Centered Properties®
20202020202020202020
Whitestone4,953,571 88 %89 %89 %90 %
Unconsolidated real estate partnership
926,79861 %62 %67 %69 %
 

22


Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
(continued)
Tenant NameLocationAnnualized Rental Revenue
(in thousands)
Percentage of Total Annualized Base Rental Revenues (1)
Initial Lease DateYear Expiring
Safeway Stores Incorporated (2)
Austin, Houston and Phoenix$2,419 2.8 %11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/162021, 2021, 2022, 2024, 2025 and 2034
Whole Foods MarketHouston2,247 2.6 %9/3/20142035
Frost BankHouston1,948 2.3 %7/1/20142024
Newmark Real Estate of Houston LLCHouston1,050 1.2 %10/1/20152026
Verizon Wireless (3)
Houston and Phoenix950 1.1 %8/16/1994, 2/1/2004, 5/10/2004, 1/27/2006 and 5/1/20142022, 2023, 2024, 2024 and 2038
Walgreens & Co. (4)
Houston and Phoenix946 1.1 %11/14/1982, 11/2/1987, 8/24/1996 and 11/3/19962022, 2027, 2049 and 2056
Bashas' Inc. (5)
Phoenix848 1.0 %10/9/2004 and 4/1/20092024 and 2029
Alamo Drafthouse CinemaAustin690 0.8 %2/1/20122031
Dollar Tree (6)
Houston and Phoenix635 0.7 %8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, and 5/21/20132021, 2023, 2025, 2025 and 2027
Wells Fargo & Company (7)
Phoenix578 0.7 %10/24/1996 and 4/16/19992022 and 2023
Kroger Co.Dallas483 0.6 %12/15/20002022
Ruth's Chris Steak House Inc.Phoenix466 0.5 %1/1/19912030
Regus CorporationHouston451 0.5 %5/23/142025
Paul's Ace HardwarePhoenix427 0.5 %3/1/20082023
Original Ninfas LPHouston403 0.5 %8/29/20182029
$14,541 16.9 %

(1)    Annualized Base Rental Revenues represents the monthly base rent as of December 31, 2020 for each applicable tenant multiplied by 12.

(2)    As of December 31, 2020, we had six leases with the same tenant occupying space at properties located in Phoenix, Houston and Austin. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2034, was $1,047,000, which represents approximately 1.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2024, was $42,000, which represents less than 0.1% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 8, 1991, and is scheduled to expire in 2021, was $344,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 1, 2000, and is scheduled to expire in 2025, was $353,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in
23


2022, was $318,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on October 19, 2016, and is scheduled to expire in 2021, was $315,000, which represents approximately 0.4% of our total annualized base rental revenue.

(3)    As of December 31, 2020, we had five leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on August 16, 1994, and is scheduled to expire in 2038, was $22,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on January 27, 2006, and is scheduled to expire in 2023, was $134,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 1, 2004, and is scheduled to expire in 2024, was $38,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 1, 2014, and is scheduled to expire in 2024, was $749,000, which represents approximately 0.9% of our total annualized rental revenue. The annualized rental revenue for the lease that commenced on May 10, 2004, and is scheduled to expire in 2022, was $6,000, which represents less than 0.1% of our total annualized base rental revenue.

(4)    As of December 31, 2020, we had four leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on November 3, 1996, and is scheduled to expire in 2049, was $279,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 2, 1987, and is scheduled to expire in 2027, was $189,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $181,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on August 24, 1996, and is scheduled to expire in 2056, was $298,000, which represents approximately 0.4% of our total annualized rental revenue.

(5)    As of December 31, 2020, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 9, 2004, and is scheduled to expire in 2024, was $119,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2009, and is scheduled to expire in 2029, was $729,000, which represents approximately 0.9% of our total annualized base rental revenue.

(6)    As of December 31, 2020, we had five leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on August 10, 1999, and is scheduled to expire in 2025, was $88,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on December 17, 2009, and is scheduled to expire in 2025, was $118,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on June 29, 2001, and is scheduled to expire in 2021, was $169,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 21, 2013, and is scheduled to expire in 2023, was $110,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 8, 2009, and is scheduled to expire in 2027, was $151,000, which represents approximately 0.2% of our total annualized base rental revenue.

(7)    As of December 31, 2020, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 24, 1996, and is scheduled to expire in 2022, was $131,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 16, 1999, and is scheduled to expire in 2023, was $447,000, which represents approximately 0.5% of our total annualized base rental revenue.

24



Whitestone REIT and Subsidiaries
COVID-19 - STATUS OF TENANTS
% of Leased SF% of ABR
Q4 2020 Cash Payments Received %(1)
January Cash Payments Received %(1)
Restaurants & Food Service18%23%96%96%
Grocery14%9%99%99%
Financial Services6%9%99%99%
Salons7%8%92%96%
Medical & Dental7%8%94%95%
Non Retail4%6%94%94%
Home Décor And Improvement7%5%100%97%
General Retail7%5%96%99%
Apparel4%4%94%96%
Education5%4%94%92%
Fitness5%4%82%94%
Local Services2%3%91%95%
Off-Price4%2%100%100%
Pet Supply & Services2%2%99%78%
Wireless1%2%95%95%
Entertainment2%2%48%100%
Pharmacies & Nutritional Supplies2%2%100%100%
Sporting Goods1%1%90%100%
Postal Services1%1%99%100%
Automotive Supply & Services1%0%100%100%
Electronics0%0%77%100%
Total100%100%95%96%


(1) Collections received through February 23, 2021 that are for contractual rent (base rent and expense reimbursement) in the respective period
25



Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY

Three Months EndedYear Ended
December 31,December 31,
2020201920202019
RENEWALS
Number of Leases56 55 201 208 
Total Square Feet (1)
273,211 257,440 750,552 726,246 
Average Square Feet4,879 4,681 3,734 3,492 
Total Lease Value$12,536,000 $22,701,000 $47,893,000 $59,815,000 
NEW LEASES
Number of Leases28 21 105 109 
Total Square Feet (1)
49,664 36,206 231,077 226,534 
Average Square Feet1,774 1,724 2,201 2,078 
Total Lease Value$6,478,000 $4,745,000 $27,609,000 $28,228,000 
TOTAL LEASES
Number of Leases84 76 306 317 
Total Square Feet (1)
322,875 293,646 981,629 952,780 
Average Square Feet3,844 3,864 3,208 3,006 
Total Lease Value$19,014,000 $27,446,000 $75,502,000 $88,043,000 

(1)    Represents the square footage as the result of new, renewal, expansion and contraction leases.

26



Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY


TypeNumber of Leases SignedLease Value SignedGLA Signed
Weighted Average Lease Term (2)
TI and Incentives (3)
TI and Incentives Per Sq. Ft.
Contractual Rent Per Sq. Ft. (4)
Prior Contractual Rent Per Sq. Ft. (5)
Annual Increase (Decrease) in Contractual RentCash Basis Increase (Decrease) Over Prior RentAnnual Increase (Decrease) in Straight-lined RentStraight-lined Basis Increase (Decrease) Over Prior Rent
Comparable: (1)
Comparable Total Leases:
4th Quarter 202073 $16,880,587 297,812 4.1 $388,146 $1.30 $13.20 $13.19 $4,030 0.1 %$254,859 6.8 %
3rd Quarter 202063 15,059,079 216,564 3.8 723,072 3.34 16.35 15.83 107,566 3.3 %344,848 11.0 %
2nd Quarter 202054 13,620,242 162,729 4.2 418,007 2.57 18.66 18.30 59,644 2.0 %315,893 11.3 %
1st Quarter 202063 16,883,447 179,014 4.4 447,816 2.50 20.67 20.26 73,787 2.0 %256,566 7.3 %
Total - 12 months253 $62,443,355 856,119 4.1 $1,977,041 $2.31 $16.60 $16.31 $245,027 1.8 %$1,172,166 8.9 %
Comparable New Leases:
4th Quarter 202020 $4,653,817 30,371 5.5 $291,222 $9.59 $23.58 $26.73 $(95,836)(11.8)%$(42,922)(5.4)%
3rd Quarter 202018 5,437,366 45,158 4.8 630,803 13.97 22.39 21.80 26,323 2.7 %25,687 2.9 %
2nd Quarter 202011 3,864,386 25,792 5.9 227,075 8.80 22.65 24.05 (35,900)(5.8)%19,331 3.4 %
1st Quarter 20201,279,066 12,579 4.6 107,093 8.51 22.10 24.99 (36,405)(11.6)%(11,095)(3.8)%
Total - 12 months57 $15,234,635 113,900 5.2 $1,256,193 $11.03 $22.73 $23.98 $(141,818)(5.2)%$(8,999)(0.4)%
Comparable Renewal Leases:
4th Quarter 202053 $12,226,770 267,441 3.9 $96,924 $0.36 $12.02 $11.65 $99,866 3.2 %$297,781 10.1 %
3rd Quarter 202045 9,621,713 171,406 3.5 92,269 0.54 14.76 14.28 81,243 3.4 %319,161 13.9 %
2nd Quarter 202043 9,755,856 136,937 3.9 190,932 1.39 17.91 17.21 95,544 4.1 %296,562 13.5 %
1st Quarter 202055 15,604,381 166,435 4.3 340,723 2.05 20.57 19.90 110,192 3.4 %267,661 8.4 %
Total - 12 months196 $47,208,720 742,219 3.9 $720,848 $0.97 $15.66 1.00 $15.13 $386,845 3.5 %$1,181,165 11.1 %
27



Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY
(continued)
TypeNumber of Leases SignedLease Value SignedGLA Signed
Weighted Average Lease Term (2)
TI and Incentives (3)
TI and Incentives per Sq. Ft.
Contractual Rent Per Sq. Ft. (4)
Total:
New & Renewal
4th Quarter 202084 $19,013,353 322,875 4.0 $502,216 $1.56 $13.69 
3rd Quarter 202078 19,540,109 257,370 4.0 1,002,715 3.90 16.85 
2nd Quarter 202064 14,993,431 180,245 4.4 528,868 2.93 18.49 
1st Quarter 202080 21,955,258 221,139 5.2 999,160 4.52 20.85 
Total - 12 months306 $75,502,151 981,629 4.1 $3,032,959 $3.09 $17.01 
New
4th Quarter 202028 $6,477,724 49,664 4.9 $401,475 $8.08 $22.27 
3rd Quarter 202032 9,861,214 85,196 4.8 906,788 10.64 20.98 
2nd Quarter 202021 5,237,575 43,308 5.4 337,936 7.80 20.33 
1st Quarter 202024 6,032,328 52,909 4.4 583,553 11.03 20.58 
Total - 12 months105 $27,608,841 231,077 4.9 $2,229,752 $9.65 $21.04 
Renewal
4th Quarter 202056 $12,535,629 273,211 3.9 $100,741 $0.37 $12.13 
3rd Quarter 202046 9,678,895 172,174 3.5 95,927 0.56 14.81 
2nd Quarter 202043 9,755,856 136,937 3.9 190,932 1.39 17.91 
1st Quarter 202056 15,922,930 168,230 4.3 415,607 2.47 20.93 
Total - 12 months201 $47,893,310 750,552 3.9 $803,207 $1.07 $15.77 

(1)    Comparable leases represent leases signed on spaces for which there was a former tenant within the last twelve months and the new or renewal square footage was within 25% of the expired square footage.
(2)    Weighted average lease term is determined on the basis of square footage.
(3)    Estimated amount per signed lease. Actual cost of construction may vary.
(4)    Contractual rent represents contractual minimum rent under the new lease for the first month, excluding concessions.
(5)    Prior contractual rent represents contractual minimum rent under the prior lease for the final month.

28



Whitestone REIT and Subsidiaries
LEASE EXPIRATIONS(1)
    
Annualized Base Rent(2)
  Gross Leasable Areaas of December 31, 2020
YearNumber of
Leases
Square FeetPercent
of Gross Leasable Area
Amount
(in thousands)
Percent of
Total
Per Square Foot
2021453 783,293 15.8 %$13,636 16.0 %$17.41 
2022203 653,956 13.2 %12,223 14.4 %18.69 
2023189 593,308 12.0 %11,523 13.6 %19.42 
2024182 688,576 13.9 %14,448 17.0 %20.98 
2025173 653,587 13.2 %11,811 13.9 %18.07 
202659 264,983 5.3 %4,996 5.9 %18.85 
202739 162,333 3.3 %3,564 4.2 %21.95 
202826 146,212 3.0 %2,792 3.3 %19.10 
202920 160,087 3.2 %2,875 3.4 %17.96 
203021 64,541 1.3 %2,193 2.6 %33.98 
Total1,365 4,170,876 84.2 %$80,061 94.3 %$19.20 

(1)    Lease expirations table reflects rents in place as of December 31, 2020, and does not include option periods.

(2)    Annualized Base Rent represents the monthly base rent as of December 31, 2020 for each tenant multiplied by 12.

29

Whitestone REIT and Subsidiaries
Property Details
As of December 31, 2020
 
 
 
Community Name
 
 
Location
 
Year Built/
Renovated
Gross Leasable
Square Feet
Percent
Occupied at
12/31/2020
Annualized Base
Rental Revenue 
(in thousands) (1)
Average
Base Rental
Revenue Per
Sq. Ft. (2)
Average Net Effective Annual Base Rent Per Leased Sq. Ft.(3)
Whitestone Properties:     
Ahwatukee PlazaPhoenix197972,650 82 %$796 $13.36 $12.94 
Anthem MarketplacePhoenix2000113,293 88 %1,317 13.21 16.37 
Anthem Marketplace Phase IIPhoenix20196,853 100 %228 33.27 33.85 
Bissonnet BeltwayHouston197829,205 88 %366 14.24 13.85 
BLVD PlaceHouston2014216,944 97 %8,834 41.98 42.96 
The CitadelPhoenix201328,547 95 %463 17.07 17.15 
City View VillageSan Antonio200517,870 100 %550 30.78 30.33 
Davenport VillageAustin1999128,934 92 %2,963 24.98 24.86 
Desert CanyonPhoenix200062,533 81 %705 13.92 13.50 
Eldorado PlazaDallas2004219,287 90 %2,908 14.73 15.05 
Fountain HillsPhoenix2009111,289 85 %1,488 15.73 15.61 
Fountain SquarePhoenix1986118,209 84 %1,805 18.18 17.12 
Fulton Ranch Towne CenterPhoenix2005120,575 95 %1,924 16.80 17.50 
Gilbert Tuscany VillagePhoenix200949,415 100 %952 19.27 19.95 
Gilbert Tuscany Village Hard CornerPhoenix200914,603 100 %124 8.49 8.90 
Heritage Trace PlazaDallas200670,431 100 %1,579 22.42 23.82 
Headquarters VillageDallas200989,134 80 %2,231 31.29 34.37 
Keller PlaceDallas200193,541 96 %991 11.04 10.90 
Kempwood PlazaHouston197491,302 92 %1,136 13.52 14.06 
La MiradaPhoenix1997147,209 90 %3,112 23.49 23.42 
Lion SquareHouston2014117,592 92 %1,644 15.20 14.22 
The Marketplace at CentralPhoenix2012111,130 99 %1,051 9.55 9.68 
Market Street at DC RanchPhoenix2003244,888 94 %4,667 20.27 19.93 
Mercado at Scottsdale RanchPhoenix1987118,730 84 %1,552 15.56 16.09 
Paradise PlazaPhoenix1983125,898 93 %1,588 13.56 13.22 
Parkside Village NorthAustin200527,045 96 %812 31.28 31.74 
Parkside Village SouthAustin201290,101 88 %2,028 25.58 26.20 
Pima NortePhoenix200735,110 65 %401 17.57 18.89 
Pinnacle of ScottsdalePhoenix1991113,108 96 %2,307 21.25 21.99 
Pinnacle Phase IIPhoenix201727,063 100 %755 27.90 27.16 
The Promenade at Fulton RanchPhoenix200798,792 80 %1,106 13.99 11.22 
ProvidenceHouston198090,327 96 %1,019 11.75 12.69 
Quinlan CrossingAustin2012109,892 95 %2,345 22.46 23.51 
SevillePhoenix199090,042 85 %2,302 30.08 33.28 
ShaverHouston197821,926 100 %326 14.87 17.38 
Shops at Pecos RanchPhoenix200978,767 74 %1,624 27.86 27.16 
Shops at StarwoodDallas200655,385 100 %1,304 23.54 22.48 
The Shops at Williams TraceHouston1985132,991 82 %1,839 16.86 16.43 
South RicheyHouston198069,928 96 %695 10.35 10.56 
Spoerlein CommonsChicago198741,455 81 %665 19.80 20.97 
Starwood Phase IIDallas201635,351 81 %1,006 35.13 22.84 
The Strand at Huebner OaksSan Antonio200073,920 96 %1,631 22.98 23.29 
SugarPark PlazaHouston197495,032 97 %1,149 12.46 12.89 
SunridgeHouston197949,359 84 %577 13.92 12.90 
Sunset at Pinnacle PeakPhoenix200041,530 91 %686 18.15 17.41 
Terravita MarketplacePhoenix1997102,733 56 %1,191 20.70 20.15 
Town ParkHouston197843,526 90 %1,046 26.70 25.78 
Village Square at Dana ParkPhoenix2009323,026 80 %5,592 21.64 21.27 
WestchaseHouston197850,332 75 %600 15.89 15.44 
Williams Trace PlazaHouston1983129,222 89 %1,805 15.69 15.52 
Windsor ParkSan Antonio2012196,458 97 %1,920 10.08 11.18 
Woodlake PlazaHouston1974106,169 70 %1,047 14.09 13.55 
Total/Weighted Average - Whitestone Properties
4,848,652 89 %82,752 19.18 19.32 
Development Properties:
Las Colinas VillageDallas2000104,919 67 %1,952 27.77 28.07 
Total/Weighted Average - Development Properties(4)
104,919 67 %1,952 27.77 28.07 
Land Held for Development:
BLVD Phase II-BHoustonN/A— — — — — 
Dana Park DevelopmentPhoenixN/A— — — — — 
Eldorado Plaza Development
DallasN/A— — — — — 
Fountain Hills
PhoenixN/A— — — — — 
Market Street at DC Ranch
PhoenixN/A— — — — — 
Total/Weighted Average - Land Held For Development (5)
— — — — — 
Grand Total/Weighted Average - Whitestone Properties  4,953,571 88 %$84,704 $19.43 $19.58 
Properties owned in Unconsolidated Real Estate Partnership (81.4% ownership):       
9101 LBJ FreewayDallas1985125,874 47 %$1,038 $17.55 $18.56 
Corporate Park NorthwestHouston1981174,359 76 %1,834 13.84 13.59 
Corporate Park Woodland IIHouston200014,344 100 %244 17.01 16.94 
Holly Hall Industrial ParkHouston198090,000 49 %308 6.98 6.89 
Holly KnightHouston198420,015 100 %432 21.58 21.23 
Interstate 10 WarehouseHouston1980151,000 31 %287 6.13 6.09 
Uptown TowerDallas1982253,981 66 %3,952 23.58 23.25 
Westgate Service CenterHouston198497,225 81 %656 8.33 8.00 
Total/Weighted Average - Unconsolidated Properties926,798 61 %$8,751 $15.48 $15.36 

(1)      Calculated as the tenant’s actual December 31, 2020 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of December 31, 2020. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of December 31, 2020 equaled approximately $72,000 for the month ended December 31, 2020.
 
(2)      Calculated as annualized base rent divided by leased square feet as of December 31, 2020.  

(3)    Represents (i) the contractual base rent for leases in place as of December 31, 2020, adjusted to a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of December 31, 2020.

(4)    Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant development, redevelopment or re-tenanting.

(5)    As of December 31, 2020, these parcels of land were held for development and, therefore, had no gross leasable area.

30


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