8-K

Whitestone REIT (WSR)

8-K 2022-03-01 For: 2022-03-01
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 Or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2022

Whitestone REIT

(Exact name of registrant as specified in charter)

Maryland 001-34855 76-0594970
(State or other jurisdiction<br><br>of incorporation) (Commission File Number) (IRS Employer Identification No.) 2600 South Gessner, Suite 500, 77063
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Houston, Texas
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 827-9595

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per share WSR New York Stock Exchange
Preferred Stock Purchase Rights N/A New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On March 1, 2022, Whitestone REIT (the “Company”) announced its financial results for three and twelve months ended December 31, 2021. A copy of the Company’s March 1, 2022 press release is furnished as Exhibit 99.1 to this current report on Form 8-K. A copy of the Company’s Quarterly Operating and Financial Supplemental Package is furnished as Exhibit 99.2 to this current report on Form 8-K. The information contained in this current report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference into any registration statement filed or to be filed by the Company under the Securities Act of 1933, as amended.

Item 9.01 Exhibits

(d) Exhibits.

99.1    Press release of Whitestone REIT, dated March 1, 2022.

99.2    Quarterly Supplemental Operating and Financial Data Package for Whitestone REIT for the three and twelve months ended December 31, 2021.

EXHIBIT INDEX

99.1 Press release of Whitestone REIT, dated March 1, 2022.
99.2 Quarterly Supplemental Operating and Financial Data for Whitestone REIT for the three and twelve months ended December 31, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Whitestone REIT
(Registrant)
Date: March 1, 2022 By: /s/ John S. Hogan
Name: John S. Hogan<br><br>Title: Chief Financial Officer

Document

WHITESTONE REIT

REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Houston, Texas, March 1, 2022 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the fourth quarter and full year of 2021. Whitestone creates neighborhood center communities in its high-quality open-air shopping centers that it acquires, owns, manages, develops, and redevelops primarily in the largest, fastest-growing, high-household-income markets in the Sunbelt.

“We delivered strong 2021 results, driven by positive momentum with occupancy rates and ABR. Our strategic choice to be in business-friendly, high-growth markets continues to yield positive performance, evidenced by growth in NOI and leasing spreads. Our focus in 2022 will be on maximizing shareholder value through organic growth, prudent capital allocation, reducing G&A and improving our debt leverage. We were pleased to announce our recent 11.6% dividend increase and will work to continue delivering long-term value to shareholders.”

–Dave Holeman, Chief Executive Officer

Fourth Quarter 2021 Operating and Financial Results

All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.

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

•Revenues of $33.3 million versus $29.8 million for the fourth quarter of 2020.

•Net Income attributable to common shareholders of $2.6 million, or $0.05 per diluted share, versus $3.1 million, or $0.07 per diluted share inclusive of a $0.04 per share gain on loan forgiveness for the fourth quarter of 2020.

•Funds from Operations ("FFO") per diluted share of $0.21 versus $0.23, inclusive of a $0.04 per diluted share gain on loan forgiveness for the fourth quarter of 2020.

•FFO Core per diluted share of $0.24 versus $0.24 for the fourth quarter of 2020.

•EBITDAre of $17.0 million versus $15.0 million for the fourth quarter of 2020.

•Same-Store Net Operating Income ("NOI") of $21.6 million versus $19.1 million for the fourth quarter of 2020, representing 12.8% growth.

Full Year 2021 Operating and Financial Results

All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.

•Revenues of $125.4 million versus $117.9 million for 2020.

•Net Income attributable to common shareholders of $12.0 million, or $0.26 per diluted share, inclusive of $0.04 per dilutive share for discontinued operations versus $6.0 million, or $0.14 per diluted share, inclusive of a $0.04 per diluted share gain on loan forgiveness, for 2020.

•FFO per diluted share of $0.86 versus $0.83, inclusive of a $0.04 gain per diluted share on loan forgiveness for 2020.

•FFO Core per diluted share of $0.99 versus $0.93 for 2020.

•EBITDAre of $66.6 million versus $61.8 million for 2020.

•Same-Store NOI of $82.2 million versus $77.8 million for 2020, representing 5.7% growth.

Operating Results

For the three month periods ending December 31, 2021 and 2020 the Company’s operating highlights were as follows:

Fourth Quarter 2021 Fourth Quarter 2020
Occupancy:
Wholly Owned Properties – All 91.3% 88.2%
Same Store Property Net Operating Income Change (1) 12.8% (4.2)%
Rental Rate Growth - Total (GAAP Basis): 14.9% 6.8%
New Leases 11.2% (5.4)%
Renewal Leases 15.7% 10.1%
Leasing Transactions:
Number of New Leases 46 28
New Leases - Lease Term Revenue (millions) $17.5 $6.5
Number of Renewal Leases 65 56
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Renewal Leases - Lease Term Revenue (millions) $20.7 $12.5

Dividend

On February 22, 2022, the Company declared a quarterly cash distribution of $0.12 per common share and OP unit for the second quarter of 2022, to be paid in three equal installments of $0.04 in April, May and June of 2022. The second quarter dividend represents an 11.6% increase from the first quarter of 2022.

Balance Sheet and Debt Metrics

•As of December 31, 2021, Whitestone had total debt of $643.6 million and net debt of $636.1 million, along with capacity and availability of $130.5 million and $86.8 million, respectively, under its $250 million revolving credit facility.

•As of December 31, 2021, the Company has undepreciated real estate assets of $1.2 billion.

2022 Full Year Guidance

The Company’s currently estimates that GAAP net income available to common shareholders will be within the range of $0.35 to $0.39 per diluted share, and FFO will be within the range of $0.98 to $1.02 per diluted share and OP Unit.

Initial 2022 Guidance 2021 Actual
(unaudited, amounts in thousands except per share and percentages)
Net income attributable to Whitestone REIT $17,500 - $19,700 $12,048
FFO $50,000 - $52,200 $40,705
Net income attributable to Whitestone REIT per share $0.35 - $0.39 $0.26
FFO per diluted per share and OP Unit $0.98 - $1.02 $0.86
Key Drivers:
Same store net operating income growth (1) 3.0% – 5.0% 5.7%
Bad debt as a percentage of revenue 1.0% – 2.0% —%
General and administrative expense $19,200 - $19,700 $22,625
Ending occupancy 92% - 93% 91.3%

(1) The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to the comparable GAAP financial measures because we are unable to reasonably predict certain items contained in the GAAP measures, including non-recurring and infrequent items that are not indicative of the Company’s ongoing operations. Such items include, but are not limited to, net gain or loss on sale or disposal of assets, gain on sale of property from discontinued operations and pro rata net gain or loss on sale or disposal of properties or assets of real estate partnership. These items are uncertain, depend on various factors and could have a material impact on our GAAP results for the guidance period. A reconciliation of FFO to net income attributable to Whitestone REIT for 2021 is included herein.

(2) Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods.

Portfolio Statistics

As of December 31, 2021, Whitestone wholly owned 60 Community-Centered PropertiesTM with 5.2 million square feet of gross leasable area ("GLA"). Five of the 60 Community-Centered PropertiesTM are land parcels held for future development. The portfolio is comprised of 32 properties in Texas, 27 in Arizona and 1 in Illinois. Whitestone’s Community-Centered PropertiesTM are located in the MSA's of Austin (5), Chicago (1), Dallas-Fort Worth (9), Houston (15), Phoenix (27), and San Antonio (3). The Company’s properties in these markets are generally in high-traffic locations, surrounded by high-household-

income 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.

At the end of the fourth quarter, the Company’s diversified tenant base was comprised of 1,567 tenants, with the largest tenant accounting for only 2.6% of annualized base rental revenues. Lease terms range from less than one year for smaller tenants to more than 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.

Conference Call Information

In conjunction with the issuance of its financial results, the Company invites you to listen to its earnings release conference call to be broadcast live on Wednesday, March 2, 2022, at 11:00 A.M Eastern Time / 10:00 A.M. Central Time. The call will be led by Dave Holeman, Chief Executive Officer. Conference call access information is as follows:

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

Dial-in number for domestic participants:        1-877-705-6003

Dial-in number for international participants:    1-201-493-6725

The conference call will be recorded, and a telephone replay will be available through Wednesday, March 16, 2022. Replay access information is as follows:

Replay number for domestic participants:        1-844-512-2921

Replay number for international participants:     1-412-317-6671

Passcode (for all participants):            13726373

Supplemental Financial Information

The fourth quarter earnings release and supplemental data package will be located in the “News and Events” and “Financial Reporting” tabs of the Investor Relations section of the Company’s website at www.whitestonereit.com. The earnings release and supplemental data package will also be available by mail upon request. To receive a copy, please call Investor Relations at (713) 435-2219.

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, high-household income markets in the Sunbelt. Whitestone creates 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 more than 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

This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, pending acquisitions and the impact of such acquisitions on our financial condition and results of operations, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of COVID-19 on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; increases in interest rates, operating costs or general and administrative expenses; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; the need to fund tenant improvements or other capital expenditures out of operating cash flow; and the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.

Non-GAAP Financial Measures

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

EBITDAre: The National Association of Real Estate Investment Trusts (“NAREIT”) defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization and impairment write-downs of depreciable property and of investments in unconsolidated affiliates caused by a decrease in value of depreciable property in the affiliate, plus or minus losses and gains on the disposition of depreciable property, including losses/gains on change in control and adjustments to reflect the entity’s share of EBITDAre of the unconsolidated affiliates and consolidated affiliates with non-controlling interests. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. Management believes that EBITDAre represents a supplemental non-GAAP performance measure that provides investors with a relevant basis for comparing REITs. There can be no assurance the EBITDAre as presented by the Company is comparable to similarly titled measures of other REITs. EBITDAre should not be considered as 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.

FFO: Funds From Operations: The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We calculate FFO in a manner consistent with the NAREIT definition and also include adjustments for our unconsolidated real estate partnership. Management uses 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 as the primary metric for comparing the relative performance of equity REITs. 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 does 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 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 adjusts for general and administrative expenses, depreciation and amortization, equity in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain or loss on sale of property from discontinued operations, management fee, net of related expenses, gain or loss on sale or disposal of assets, net, gain on loan forgiveness, our pro rata share of NOI of equity method investments and net income attributable to non controlling 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 general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties.

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.

Net debt: We present net debt, which we define as total debt less cash plus our proportional share of net debt of real estate partnership, and net debt to pro forma EBITDAre, which we define as net debt divided by EBITDAre because we believe they are helpful as supplemental measures in assessing our ability to service our financing obligations and in evaluating balance sheet leverage against that of other REITs. However, net debt and net debt to pro forma EBITDAre should not be viewed as a stand-alone measure of our overall liquidity and leverage. In addition, our REITs may use different methodologies for calculating net debt and net debt to pro forma EBITDAre, and accordingly our net debt and net debt to pro forma EBITDAre may not be comparable to that of other REITs.

Investor and Media Relations:

David Mordy

Director, Investor Relations

Whitestone REIT

(713) 435-2219

ir@whitestonereit.com

Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31, 2021 December 31, 2020
ASSETS
Real estate assets, at cost
Property $ 1,196,919 $ 1,106,426
Accumulated depreciation (190,333) (163,712)
Total real estate assets 1,006,586 942,714
Investment in real estate partnership 34,588 33,979
Cash and cash equivalents 15,721 25,777
Restricted cash 193 179
Escrows and acquisition deposits 11,323 9,274
Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) 22,395 23,009
Receivable due from related party 847 335
Unamortized lease commissions, legal fees and loan costs 8,442 7,686
Prepaid expenses and other assets(2) 1,995 2,049
Total assets $ 1,102,090 $ 1,045,002
LIABILITIES AND EQUITY
Liabilities:
Notes payable $ 642,842 $ 644,185
Accounts payable and accrued expenses(3) 45,777 50,918
Payable due to related party 997 125
Tenants' security deposits 8,070 6,916
Dividends and distributions payable 5,366 4,532
Total liabilities 703,052 706,676
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, 2021 and December 31, 2020
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 49,144,153 and 42,391,316 issued and outstanding as of December 31, 2021 and December 31, 2020, respectively 48 42
Additional paid-in capital 623,462 562,250
Accumulated deficit (223,973) (215,809)
Accumulated other comprehensive loss (6,754) (14,400)
Total Whitestone REIT shareholders' equity 392,783 332,083
Noncontrolling interest in subsidiary 6,255 6,243
Total equity 399,038 338,326
Total liabilities and equity $ 1,102,090 $ 1,045,002
Whitestone REIT and Subsidiaries
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CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, 2021 December 31, 2020
(1) Accrued rents and accounts receivable, net of allowance for doubtful accounts
Tenant receivables $ 18,410 $ 22,956
Accrued rents and other recoveries 18,681 16,348
Allowance for doubtful accounts (14,896) (16,426)
Other receivables 200 131
Total accrued rents and accounts receivable, net of allowance for doubtful accounts $ 22,395 $ 23,009
(2) Operating lease right of use assets (net) $ 222 $ 592
(3) Operating lease liabilities $ 231 $ 603
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31 2020
Revenues
Rental(1) $ 32,961 $ 32,069 $ 28,968 3 % 14 %
Management, transaction, and other fees 297 375 866 (21) % (66) %
Total revenues 33,258 32,444 29,834 3 % 11 %
Operating expenses
Depreciation and amortization 7,492 7,340 7,191 2 % 4 %
Operating and maintenance 6,488 5,789 5,542 12 % 17 %
Real estate taxes 3,975 4,589 4,424 (13) % (10) %
General and administrative 6,589 5,672 5,699 16 % 16 %
Total operating expenses 24,544 23,390 22,856 5 % 7 %
Other expenses (income)
Interest expense 6,147 6,142 6,209 % (1) %
(Gain) loss on sale or disposal of assets, net 1 48 (518) N.M. (2) N.M.
Gain on Loan forgiveness (1,734) N.M. (100) %
Interest, dividend and other investment income (13) (31) (72) (58) % (82) %
Total other expenses 6,135 6,159 3,885 % 58 %
Income before equity investment in real estate partnership and income tax 2,579 2,895 3,093 (11) % (17) %
Equity in earnings of real estate partnership 180 151 169 19 % 7 %
Provision for income tax (111) (100) (91) 11 % 22 %
Net Income 2,648 2,946 3,171 (10) % (16) %
Less: Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
Net income attributable to Whitestone REIT $ 2,608 $ 2,899 $ 3,112 (10) % (16) %
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
Basic Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.06 $ 0.07 (17) % (29) %
Diluted Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.06 $ 0.07 (17) % (29) %
Weighted average number of common shares outstanding:
Basic 49,102 46,883 42,368 5 % 16 %
Diluted 49,981 47,825 43,337 5 % 15 %
Consolidated Statements of Comprehensive Income (Loss)
Net income $ 2,648 $ 2,946 $ 3,171 (10) % (16) %
Other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedging activities 3,020 1,273 1,333 137 % 127 %
Comprehensive income (loss) 5,668 4,219 4,504 34 % 26 %
Less: Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
Less: Comprehensive income (loss) attributable to noncontrolling interests 48 20 30 140 % 60 %
Comprehensive income (loss) attributable to Whitestone REIT $ 5,580 $ 4,152 $ 4,415 34 % 26 %
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
(1) Rental
Rental revenues $ 23,818 $ 23,177 $ 21,700 3 % 10 %
Recoveries 8,553 8,720 8,466 (2) % 1 %
Bad debt 590 172 (1,198) (243) % 149 %
Total rental $ 32,961 $ 32,069 $ 28,968 3 % 14 %

(2) Not Meaningful

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31, % Change From December 31,
2021 2020 2020
Revenues
Rental(1) $ 123,877 $ 115,084 8 %
Management, transaction, and other fees 1,488 2,831 (47) %
Total revenues 125,365 117,915 6 %
Operating expenses
Depreciation and amortization 28,950 28,303 2 %
Operating and maintenance 22,560 20,563 10 %
Real estate taxes 16,762 18,015 (7) %
General and administrative 22,625 21,303 6 %
Total operating expenses 90,897 88,184 3 %
Other expenses (income)
Interest expense 24,564 25,770 (5) %
(Gain) loss on sale or disposal of assets, net (176) 364 N.M.
Gain on loan forgiveness (1,734) (100) %
Interest, dividend and other investment income (116) (278) (58) %
Total other expenses 24,272 24,122 1 %
Income before equity investment in real estate partnership and income tax 10,196 5,609 82 %
Equity in earnings of real estate partnership 609 921 (34) %
Provision for income tax (385) (379) 2 %
Income from continuing operations 10,420 6,151 69 %
Gain on sale of property from discontinued operations 1,833 N.M.
Income from discontinued operations 1,833 N.M.
Net income 12,253 6,151 99 %
Less: Net income attributable to noncontrolling interests 205 117 75 %
Net income attributable to Whitestone REIT $ 12,048 $ 6,034 100 %
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Year Ended December 31, % Change From December 31,
2021 2020 2020
Basic Earnings Per Share:
Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.23 $ 0.14 64 %
Income from discontinued operations attributable to Whitestone REIT 0.03 N.M.
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.26 $ 0.14 86 %
Diluted Earnings Per Share:
Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.22 $ 0.14 57 %
Income from discontinued operations attributable to Whitestone REIT 0.04 N.M.
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.26 $ 0.14 86 %
Weighted average number of common shares outstanding:
Basic 45,486 42,244 8 %
Diluted 46,336 42,990 8 %
Consolidated Statements of Comprehensive Income (Loss)
Net income $ 12,253 $ 6,151 99 %
Other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedging activities 7,803 (9,062) N.M.
Comprehensive income (loss) 20,056 (2,911) N.M.
Less: Net income attributable to noncontrolling interests 205 117 75 %
Less: Comprehensive income (loss) attributable to noncontrolling interests 130 (173) N.M.
Comprehensive income (loss) attributable to Whitestone REIT $ 19,721 $ (2,855) N.M.
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- ---
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31, % Change From December 31,
2021 2020 2020
(1) Rental
Rental revenues $ 90,859 $ 87,291 4 %
Recoveries 32,928 33,442 (2) %
Bad debt 90 (5,649) 102 %
Total rental $ 123,877 $ 115,084 8 %
Whitestone REIT and Subsidiaries<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>(in thousands)
--- --- --- --- ---
Year Ended December 31,
2021 2020
Cash flows from operating activities:
Net income from continuing operations $ 10,420 $ 6,151
Net income from discontinued operations 1,833
Net income 12,253 6,151
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 28,950 28,303
Amortization of deferred loan costs 1,096 1,113
Gain on sale or disposal of assets and loan forgiveness, net (176) (1,370)
Bad debt (90) 5,649
Share-based compensation 5,913 6,063
Equity in earnings of real estate partnership (609) (921)
Changes in operating assets and liabilities:
Escrows and acquisition deposits (2,049) (885)
Accrued rents and accounts receivable 704 (6,055)
Receivable due from related party (512) 142
Distributions from real estate partnership 1,039
Unamortized lease commissions, legal fees and loan costs (3,259) (1,343)
Prepaid expenses and other assets 1,963 2,255
Accounts payable and accrued expenses 2,663 2,518
Payable due to related party 872 (182)
Tenants' security deposits 1,154 299
Net cash provided by operating activities 47,040 42,776
Cash flows from investing activities:
Acquisitions of real estate (81,588)
Additions to real estate (9,642) (7,362)
Proceeds from note receivable 922
Net cash used in investing activities (91,230) (6,440)
Net cash provided by investing activities of discontinued operations 1,833
Cash flows from financing activities:
Distributions paid to common shareholders (19,320) (25,203)
Distributions paid to OP unit holders (331) (511)
Proceeds from issuance of common shares, net of offering costs 55,981 2,241
Payments of exchange offer costs (63) (43)
Proceeds from bonds and notes payable 1,734
Net proceeds from (payments of) credit facility 10,000
Repayments of notes payable (3,261) (12,164)
Repurchase of common shares (691) (2,077)
Net cash provided by (used in) financing activities 32,315 (26,023)
Net increase (decrease) in cash, cash equivalents and restricted cash (10,042) 10,313
Cash, cash equivalents and restricted cash at beginning of period 25,956 15,643
Cash, cash equivalents and restricted cash at end of period (1) $ 15,914 $ 25,956

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

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(in thousands)
Year Ended December 31,
2021 2020
Supplemental disclosure of cash flow information:
Cash paid for interest $ 23,685 $ 27,741
Cash paid for taxes $ 364 $ 353
Non cash investing and financing activities:
Disposal of fully depreciated real estate $ 297 $ 88
Financed insurance premiums $ 1,712 $ 1,431
Value of shares issued under dividend reinvestment plan $ 60 $ 89
Value of common shares exchanged for OP units $ 18 $ 1,162
Change in fair value of cash flow hedge $ 7,803 $ (9,062)
Reallocation of ownership percentage between parent and subsidiary $ (27) $ (20)
Property received as termination fee $ $ 251
December 31,
--- --- --- --- ---
2021 2020
Cash, cash equivalents and restricted cash
Cash and cash equivalents $ 15,721 $ 25,777
Restricted cash 193 179
Total cash, cash equivalents and restricted cash $ 15,914 $ 25,956
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- --- --- --- ---
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
Three Months Ended Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
FFO (NAREIT) AND FFO CORE
Net income attributable to Whitestone REIT $ 2,608 $ 2,899 $ 3,112 (10) % (16) %
Adjustments to reconcile to FFO:(1)
Depreciation and amortization of real estate assets 7,453 7,305 7,153 2 % 4 %
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 420 440 411 (5) % 2 %
(Gain) loss on sale or disposal of assets, net 1 48 (518) (98) % N.M.
Loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) 1 13 N.M. N.M.
Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
FFO (NAREIT) 10,522 10,740 10,230 (2) % 3 %
Adjustments to reconcile to FFO Core:
Share-based compensation expense 1,638 1,563 1,896 5 % (14) %
Gain on loan forgiveness (1,734) N.M. (100) %
FFO Core $ 12,160 $ 12,303 $ 10,392 (1) % 17 %
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO $ 10,522 $ 10,740 $ 10,230 (2) % 3 %
FFO Core $ 12,160 $ 12,303 $ 10,392 (1) % 17 %
Denominator:
Weighted average number of total common shares - basic 49,102 46,883 42,368 5 % 16 %
Weighted average number of total noncontrolling OP units - basic 771 773 773 % %
Weighted average number of total common shares and noncontrolling OP units - basic 49,873 47,656 43,141 5 % 16 %
Effect of dilutive securities:
Unvested restricted shares 879 942 969 (7) % (9) %
Weighted average number of total common shares and noncontrolling OP units - diluted 50,752 48,598 44,110 4 % 15 %
FFO per common share and OP unit - basic $ 0.21 $ 0.23 $ 0.24 (9) % (13) %
FFO per common share and OP unit - diluted $ 0.21 $ 0.22 $ 0.23 (5) % (9) %
FFO Core per common share and OP unit - basic $ 0.24 $ 0.26 $ 0.24 (8) % %
FFO Core per common share and OP unit - diluted $ 0.24 $ 0.25 $ 0.24 (4) % %

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

(2)    Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
% Change
Year Ended December 31, From December 31,
2021 2020 2020
FFO (NAREIT) AND FFO CORE
Net income attributable to Whitestone REIT $ 12,048 $ 6,034 100 %
Adjustments to reconcile to FFO:(1)
Depreciation and amortization of real estate assets 28,806 28,096 3 %
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 1,674 1,673 %
(Gain) loss on sale or disposal of assets, net (176) 364 N.M.
Gain on sale of property from discontinued operations (1,833) N.M.
(Gain) loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) (19) 91 N.M.
Net income attributable to noncontrolling interests 205 117 75 %
FFO (NAREIT) 40,705 36,375 12 %
Adjustments to reconcile to FFO Core:
Share-based compensation expense 5,913 6,063 (2) %
Gain on loan forgiveness (1,734) N.M.
FFO Core $ 46,618 $ 40,704 15 %
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO $ 40,705 $ 36,375 12 %
FFO Core excluding amounts attributable to unvested restricted common shares $ 46,618 $ 40,704 15 %
Denominator:
Weighted average number of total common shares - basic 45,486 42,244 8 %
Weighted average number of total noncontrolling OP units - basic 772 821 (6) %
Weighted average number of total common shares and noncontrolling OP units - basic 46,258 43,065 7 %
Effect of dilutive securities:
Unvested restricted shares 850 746 14 %
Weighted average number of total common shares and noncontrolling OP units - diluted 47,108 43,811 8 %
FFO per common share and OP unit - basic $ 0.88 $ 0.84 5 %
FFO per common share and OP unit - diluted $ 0.86 $ 0.83 4 %
FFO Core per common share and OP unit - basic $ 1.01 $ 0.95 6 %
FFO Core per common share and OP unit - diluted $ 0.99 $ 0.93 6 %

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

(2)    Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended Year Ended
December 31, December 31,
2021 2020 2021 2020
PROPERTY NET OPERATING INCOME
Net income attributable to Whitestone REIT $ 2,608 $ 3,112 $ 12,048 $ 6,034
General and administrative expenses 6,589 5,699 22,625 21,303
Depreciation and amortization 7,492 7,191 28,950 28,303
Equity in earnings of real estate partnership (180) (169) (609) (921)
Interest expense 6,147 6,209 24,564 25,770
Interest, dividend and other investment income (13) (72) (116) (278)
Provision for income taxes 111 91 385 379
Gain on sale of property from discontinued operations (1,833)
Management fee, net of related expenses 85 88 331 334
(Gain) loss on sale or disposal of assets, net 1 (518) (176) 364
Gain on loan forgiveness (1,734) (1,734)
NOI of real estate partnership (pro rata) 987 982 3,833 4,232
Net income attributable to noncontrolling interests 40 59 205 117
NOI 23,867 20,938 90,207 83,903
Non-Same Store NOI (1) (876) (1,607)
NOI of real estate partnership (pro rata) (987) (982) (3,833) (4,232)
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) 22,004 19,956 84,767 79,671
Same Store straight-line rent adjustments (209) (16) (1,410) 542
Same Store amortization of above/below market rents (217) (239) (835) (822)
Same Store lease termination fees (14) (586) (320) (1,613)
Same Store NOI (2) $ 21,564 $ 19,115 $ 82,202 $ 77,778

(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, 2021 to the three months ended December 31, 2020, Non-Same Store includes properties acquired between October 1, 2020 and December 31, 2021 and properties sold between October 1, 2020 and December 31, 2021, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2021 to the twelve months ended December 31, 2020, Non-Same Store includes properties acquired between January 1, 2020 and December 31, 2021 and properties sold between January 1, 2020 and December 31, 2021, 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, 2021 to the three months ended December 31, 2020, Same Store includes properties owned before October 1, 2020 and not sold before December 31, 2021. For purposes of comparing the twelve months ended December 31, 2021 to the twelve months ended December 31, 2020, Same Store includes properties owned before January 1, 2020 and not sold before December 31, 2021.

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre)
Net income attributable to Whitestone REIT $ 2,608 $ 2,899 $ 3,112 (10) % (16) %
Depreciation and amortization 7,492 7,340 7,191 2 % 4 %
Interest expense 6,147 6,142 6,209 % (1) %
Provision for income taxes 111 100 91 11 % 22 %
Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
Equity in earnings of real estate partnership (180) (151) (169) 19 % 7 %
EBITDAre adjustments for real estate partnership 813 807 794 1 % 2 %
Gain on loan forgiveness (1,734) N.M. (100) %
(Gain) loss on sale or disposal of assets, net 1 48 (518) (98) % N.M.
EBITDAre $ 17,032 $ 17,232 $ 15,035 (1) % 13 %
Year Ended December 31, % Change From December 31,
--- --- --- --- --- --- ---
2021 2020 2020
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre)
Net income attributable to Whitestone REIT $ 12,048 $ 6,034 100 %
Depreciation and amortization 28,950 28,303 2 %
Interest expense 24,564 25,770 (5) %
Provision for income taxes 385 379 2 %
Net income attributable to noncontrolling interests 205 117 75 %
Equity in earnings of real estate partnership (609) (921) (34) %
EBITDAre adjustments for real estate partnership 3,071 3,484 (12) %
Gain on sale of property from discontinued operations (1,833) N.M.
Gain on loan forgiveness (1,734) (100) %
(Gain) loss on sale or disposal of assets, net (176) 364 N.M.
EBITDAre $ 66,605 $ 61,796 8 %

19

Document

frontcover122021a.jpg

TABLE OF CONTENTS
Page
Corporate Profile 1
FourthQuarter 2021 Earnings Release 2
Financial Results
Consolidated Balance Sheets 7
Consolidated Statements of Operations and Comprehensive Income (Loss) 9
Consolidated Statements of Cash Flows 15
Reconciliation of Non-GAAP Measures 17
Same Store Property Analysis 18
Other Financial Information 20
Market Capitalization and Selected Ratios 21
Summary of Outstanding Debt and Debt Maturities 23
Summary of Occupancy and Top Tenants 24
Tenant Type Summary 27
Summary of Leasing Activity 28
Lease Expirations 31
Property Details 32
CORPORATE PROFILE
--- --- --- ---
NYSE: WSR
Common Shares
60 Community Centers
5.2 million sq. ft. of gross
leasable area
1,567 tenants
6 Top Growth Markets
Austin
Chicago
Dallas-Fort Worth
Houston
Phoenix
San Antonio
Fiscal Year End
12/31
Common Shares &
Units Outstanding*:
Common Shares: 49.1 million
Operating Partnership Units:
0.8 million
Distribution (per share / unit)*:
Quarter: 0.1075
Annualized: 0.43 ICR LLC.
Dividend Yield: 3.65%** Brad Cohen
203.682.8211
Board of Trustees:
David F. Taylor
Nandita V. Berry
Jeffrey A. Jones
Paul T. Lambert JMP Securities Maxim Group
Jack L. Mahaffey Aaron Hecht Michael Diana
James C. Mastandrea 415.835.3963 212.895.3641
Trustee Emeritus: ahecht@jmpsecurities.com mdiana@maximgrp.com
Daniel G. DeVos
* As of February 28, 2022
** Based on common share price
of 11.78 as of close of market on
February 28, 2022.

All values are in US Dollars.

WHITESTONE REIT

REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Houston, Texas, March 1, 2022 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the fourth quarter and full year of 2021. Whitestone creates neighborhood center communities in its high-quality open-air shopping centers that it acquires, owns, manages, develops, and redevelops primarily in the largest, fastest-growing, high-household-income markets in the Sunbelt.

“We delivered strong 2021 results, driven by positive momentum with occupancy rates and ABR. Our strategic choice to be in business-friendly, high-growth markets continues to yield positive performance, evidenced by growth in NOI and leasing spreads. Our focus in 2022 will be on maximizing shareholder value through organic growth, prudent capital allocation, reducing G&A and improving our debt leverage. We were pleased to announce our recent 11.6% dividend increase and will work to continue delivering long-term value to shareholders.”

–Dave Holeman, Chief Executive Officer

Fourth Quarter 2021 Operating and Financial Results

All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.

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

•Revenues of $33.3 million versus $29.8 million for the fourth quarter of 2020.

•Net Income attributable to common shareholders of $2.6 million, or $0.05 per diluted share, versus $3.1 million, or $0.07 per diluted share inclusive of a $0.04 per share gain on loan forgiveness for the fourth quarter of 2020.

•Funds from Operations ("FFO") per diluted share of $0.21 versus $0.23, inclusive of a $0.04 per diluted share gain on loan forgiveness for the fourth quarter of 2020.

•FFO Core per diluted share of $0.24 versus $0.24 for the fourth quarter of 2020.

•EBITDAre of $17.0 million versus $15.0 million for the fourth quarter of 2020.

•Same-Store Net Operating Income ("NOI") of $21.6 million versus $19.1 million for the fourth quarter of 2020, representing 12.8% growth.

Full Year 2021 Operating and Financial Results

All per share amounts are on a diluted per common share and operating partnership (“OP”) unit basis unless stated otherwise.

•Revenues of $125.4 million versus $117.9 million for 2020.

•Net Income attributable to common shareholders of $12.0 million, or $0.26 per diluted share, inclusive of $0.04 per dilutive share for discontinued operations versus $6.0 million, or $0.14 per diluted share, inclusive of a $0.04 per diluted share gain on loan forgiveness, for 2020.

•FFO per diluted share of $0.86 versus $0.83, inclusive of a $0.04 gain per diluted share on loan forgiveness for 2020.

•FFO Core per diluted share of $0.99 versus $0.93 for 2020.

•EBITDAre of $66.6 million versus $61.8 million for 2020.

•Same-Store NOI of $82.2 million versus $77.8 million for 2020, representing 5.7% growth.

Operating Results

For the three month periods ending December 31, 2021 and 2020 the Company’s operating highlights were as follows:

Fourth Quarter 2021 Fourth Quarter 2020
Occupancy:
Wholly Owned Properties – All 91.3% 88.2%
Same Store Property Net Operating Income Change (1) 12.8% (4.2)%
Rental Rate Growth - Total (GAAP Basis): 14.9% 6.8%
New Leases 11.2% (5.4)%
Renewal Leases 15.7% 10.1%
Leasing Transactions:
Number of New Leases 46 28
New Leases - Lease Term Revenue (millions) $17.5 $6.5
Number of Renewal Leases 65 56
--- --- ---
Renewal Leases - Lease Term Revenue (millions) $20.7 $12.5

Dividend

On February 22, 2022, the Company declared a quarterly cash distribution of $0.12 per common share and OP unit for the second quarter of 2022, to be paid in three equal installments of $0.04 in April, May and June of 2022. The second quarter dividend represents an 11.6% increase from the first quarter of 2022.

Balance Sheet and Debt Metrics

•As of December 31, 2021, Whitestone had total debt of $643.6 million and net debt of $636.1 million, along with capacity and availability of $130.5 million and $86.8 million, respectively, under its $250 million revolving credit facility.

•As of December 31, 2021, the Company has undepreciated real estate assets of $1.2 billion.

2022 Full Year Guidance

The Company’s currently estimates that GAAP net income available to common shareholders will be within the range of $0.35 to $0.39 per diluted share, and FFO will be within the range of $0.98 to $1.02 per diluted share and OP Unit.

Initial 2022 Guidance 2021 Actual
(unaudited, amounts in thousands except per share and percentages)
Net income attributable to Whitestone REIT $17,500 - $19,700 $12,048
FFO (1) $50,000 - $52,200 $40,705
Net income attributable to Whitestone REIT per share $0.35 - $0.39 $0.26
FFO per diluted per share and OP Unit (1) $0.98 - $1.02 $0.86
Key Drivers:
Same store net operating income growth (2) 3.0% – 5.0% 5.7%
Bad debt as a percentage of revenue 1.0% – 2.0% —%
General and administrative expense $19,200 - $19,700 $22,625
Ending occupancy 92% - 93% 91.3%

(1) The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to the comparable GAAP financial measures because we are unable to reasonably predict certain items contained in the GAAP measures, including non-recurring and infrequent items that are not indicative of the Company’s ongoing operations. Such items include, but are not limited to, net gain or loss on sale or disposal of assets, gain on sale of property from discontinued operations and pro rata net gain or loss on sale or disposal of properties or assets of real estate partnership. These items are uncertain, depend on various factors and could have a material impact on our GAAP results for the guidance period. A reconciliation of FFO to net income attributable to Whitestone REIT for 2021 is included herein.

(2) Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods.

Portfolio Statistics

As of December 31, 2021, Whitestone wholly owned 60 Community-Centered PropertiesTM with 5.2 million square feet of gross leasable area ("GLA"). Five of the 60 Community-Centered PropertiesTM are land parcels held for future development. The portfolio is comprised of 32 properties in Texas, 27 in Arizona and one in Illinois. Whitestone’s Community-Centered PropertiesTM are located in the metropolitan areas of Austin (5), Chicago (1), Dallas-Fort Worth (9), Houston (15), Phoenix (27), and San Antonio (3). The Company’s properties in these markets are generally in high-traffic locations, surrounded by high-household-income 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.

At the end of the fourth quarter, the Company’s diversified tenant base was comprised of 1,567 tenants, with the largest tenant representing only 2.6% of total revenues for 2021. Lease terms range from less than one year for smaller tenants to more than 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.

Conference Call Information

In conjunction with the issuance of its financial results, the Company invites you to listen to its earnings release conference call to be broadcast live on Wednesday, March 2, 2022, at 11:00 A.M Eastern Time / 10:00 A.M. Central Time. The call will be led by Dave Holeman, Chief Executive Officer. Conference call access information is as follows:

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

Dial-in number for domestic participants:        1-877-705-6003

Dial-in number for international participants:    1-201-493-6725

The conference call will be recorded, and a telephone replay will be available through Wednesday, March 16, 2022. Replay access information is as follows:

Replay number for domestic participants:        1-844-512-2921

Replay number for international participants:     1-412-317-6671

Passcode (for all participants):            13726373

Supplemental Financial Information

The fourth quarter earnings release and supplemental data package will be located in the “News and Events” and “Financial Reporting” tabs of the Investor Relations section of the Company’s website at www.whitestonereit.com. The earnings release and supplemental data package will also be available by mail upon request. To receive a copy, please call Investor Relations at (713) 435-2219.

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, high-household income markets in the Sunbelt. Whitestone creates 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 more than 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

This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, pending acquisitions and the impact of such acquisitions on our financial condition and results of operations, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry.

Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of COVID-19 on our tenants’ ability to pay their rent, which could result in bad debt allowances or straight-line rent reserve adjustments; increases in interest rates, operating costs or general and administrative expenses; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenant leases or obtain new tenant leases upon the expiration of existing leases; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; the need to fund tenant improvements or other capital expenditures out of operating cash flow; and the risk that we are unable to raise capital for working capital, acquisitions or other uses on attractive terms or at all and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.

Non-GAAP Financial Measures

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

EBITDAre: The National Association of Real Estate Investment Trusts (“NAREIT”) defines EBITDAre as net income computed in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization and impairment write-downs of depreciable property and of investments in unconsolidated affiliates caused by a decrease in value of depreciable property in the affiliate, plus or minus losses and gains on the disposition of depreciable property, including losses/gains on change in control and adjustments to reflect the entity’s share of EBITDAre of the unconsolidated affiliates and consolidated affiliates with non-controlling interests. The Company calculates EBITDAre in a manner consistent with the NAREIT definition. Management believes that EBITDAre represents a supplemental non-GAAP performance measure that provides investors with a relevant basis for comparing REITs. There can be no assurance the EBITDAre as presented by the Company is comparable to similarly titled measures of other REITs. EBITDAre should not be considered as 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.

FFO: Funds From Operations: The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. We calculate FFO in a manner consistent with the NAREIT definition and also include adjustments for our unconsolidated real estate partnership. Management uses 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 as the primary metric for comparing the relative performance of equity REITs. 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 does 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 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 adjusts for general and administrative expenses, depreciation and amortization, equity in earnings of real estate partnership, interest expense, interest dividend and other investment income, provision for income taxes, gain or loss on sale of property from discontinued operations, management fee, net of related expenses, gain or loss on sale or disposal of assets, gain on loan forgiveness, our pro rata share of NOI of equity method investments and net income attributable to non controlling 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 general and administrative expenses, depreciation and amortization, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties.

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.

Net debt: We present net debt, which we define as total debt less cash plus our proportional share of net debt of real estate partnership, and net debt to pro forma EBITDAre, which we define as net debt divided by EBITDAre because we believe they are helpful as supplemental measures in assessing our ability to service our financing obligations and in evaluating balance sheet leverage against that of other REITs. However, net debt and net debt to pro forma EBITDAre should not be viewed as a stand-alone measure of our overall liquidity and leverage. In addition, our REITs may use different methodologies for calculating net debt and net debt to pro forma EBITDAre, and accordingly our net debt and net debt to pro forma EBITDAre may not be comparable to that of other REITs.

Investor and Media Relations:

David Mordy

Director, Investor Relations

Whitestone REIT

(713) 435-2219

ir@whitestonereit.com

Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31, 2021 December 31, 2020
ASSETS
Real estate assets, at cost
Property $ 1,196,919 $ 1,106,426
Accumulated depreciation (190,333) (163,712)
Total real estate assets 1,006,586 942,714
Investment in real estate partnership 34,588 33,979
Cash and cash equivalents 15,721 25,777
Restricted cash 193 179
Escrows and acquisition deposits 11,323 9,274
Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) 22,395 23,009
Receivable due from related party 847 335
Unamortized lease commissions, legal fees and loan costs 8,442 7,686
Prepaid expenses and other assets(2) 1,995 2,049
Total assets $ 1,102,090 $ 1,045,002
LIABILITIES AND EQUITY
Liabilities:
Notes payable $ 642,842 $ 644,185
Accounts payable and accrued expenses(3) 45,777 50,918
Payable due to related party 997 125
Tenants' security deposits 8,070 6,916
Dividends and distributions payable 5,366 4,532
Total liabilities 703,052 706,676
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, 2021 and December 31, 2020
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 49,144,153 and 42,391,316 issued and outstanding as of December 31, 2021 and December 31, 2020, respectively 48 42
Additional paid-in capital 623,462 562,250
Accumulated deficit (223,973) (215,809)
Accumulated other comprehensive loss (6,754) (14,400)
Total Whitestone REIT shareholders' equity 392,783 332,083
Noncontrolling interest in subsidiary 6,255 6,243
Total equity 399,038 338,326
Total liabilities and equity $ 1,102,090 $ 1,045,002
Whitestone REIT and Subsidiaries
--- --- --- --- ---
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, 2021 December 31, 2020
(1) Accrued rents and accounts receivable, net of allowance for doubtful accounts
Tenant receivables $ 18,410 $ 22,956
Accrued rents and other recoveries 18,681 16,348
Allowance for doubtful accounts (14,896) (16,426)
Other receivables 200 131
Total accrued rents and accounts receivable, net of allowance for doubtful accounts $ 22,395 $ 23,009
(2) Operating lease right of use assets (net) $ 222 $ 592
(3) Operating lease liabilities $ 231 $ 603
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
Revenues
Rental(1) $ 32,961 $ 32,069 $ 28,968 3 % 14 %
Management, transaction, and other fees 297 375 866 (21) % (66) %
Total revenues 33,258 32,444 29,834 3 % 11 %
Operating expenses
Depreciation and amortization 7,492 7,340 7,191 2 % 4 %
Operating and maintenance 6,488 5,789 5,542 12 % 17 %
Real estate taxes 3,975 4,589 4,424 (13) % (10) %
General and administrative 6,589 5,672 5,699 16 % 16 %
Total operating expenses 24,544 23,390 22,856 5 % 7 %
Other expenses (income)
Interest expense 6,147 6,142 6,209 % (1) %
(Gain) loss on sale or disposal of assets, net 1 48 (518) N.M. (2) N.M.
Gain on loan forgiveness (1,734) N.M. (100) %
Interest, dividend and other investment income (13) (31) (72) (58) % (82) %
Total other expenses 6,135 6,159 3,885 % 58 %
Income before equity investment in real estate partnership and income tax 2,579 2,895 3,093 (11) % (17) %
Equity in earnings of real estate partnership 180 151 169 19 % 7 %
Provision for income tax (111) (100) (91) 11 % 22 %
Net income 2,648 2,946 3,171 (10) % (16) %
Less: Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
Net income attributable to Whitestone REIT $ 2,608 $ 2,899 $ 3,112 (10) % (16) %
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
Basic Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.06 $ 0.07 (17) % (29) %
Diluted Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.06 $ 0.07 (17) % (29) %
Weighted average number of common shares outstanding:
Basic 49,102 46,883 42,368 5 % 16 %
Diluted 49,981 47,825 43,337 5 % 15 %
Consolidated Statements of Comprehensive Income (Loss)
Net income $ 2,648 $ 2,946 $ 3,171 (10) % (16) %
Other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedging activities 3,020 1,273 1,333 137 % 127 %
Comprehensive income (loss) 5,668 4,219 4,504 34 % 26 %
Less: Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
Less: Comprehensive income (loss) attributable to noncontrolling interests 48 20 30 140 % 60 %
Comprehensive income (loss) attributable to Whitestone REIT $ 5,580 $ 4,152 $ 4,415 34 % 26 %
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- --- --- --- ---
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
(1) Rental
Rental revenues $ 23,818 $ 23,177 $ 21,700 3 % 10 %
Recoveries 8,553 8,720 8,466 (2) % 1 %
Bad debt 590 172 (1,198) (243) % 149 %
Total rental $ 32,961 $ 32,069 $ 28,968 3 % 14 %

(2) Not Meaningful

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31, % Change From December 31,
2021 2020 2020
Revenues
Rental(1) $ 123,877 $ 115,084 8 %
Management, transaction, and other fees 1,488 2,831 (47) %
Total revenues 125,365 117,915 6 %
Operating expenses
Depreciation and amortization 28,950 28,303 2 %
Operating and maintenance 22,560 20,563 10 %
Real estate taxes 16,762 18,015 (7) %
General and administrative 22,625 21,303 6 %
Total operating expenses 90,897 88,184 3 %
Other expenses (income)
Interest expense 24,564 25,770 (5) %
(Gain) loss on sale or disposal of assets, net (176) 364 N.M.
Gain on loan forgiveness (1,734) (100) %
Interest, dividend and other investment income (116) (278) (58) %
Total other expenses 24,272 24,122 1 %
Income before equity investment in real estate partnership and income tax 10,196 5,609 82 %
Equity in earnings of real estate partnership 609 921 (34) %
Provision for income tax (385) (379) 2 %
Income from continuing operations 10,420 6,151 69 %
Gain on sale of property from discontinued operations 1,833 N.M.
Income from discontinued operations 1,833 N.M.
Net income 12,253 6,151 99 %
Less: Net income attributable to noncontrolling interests 205 117 75 %
Net income attributable to Whitestone REIT $ 12,048 $ 6,034 100 %
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
Year Ended December 31, % Change From December 31,
2021 2020 2020
Basic Earnings Per Share:
Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.23 $ 0.14 64 %
Income from discontinued operations attributable to Whitestone REIT 0.03 N.M.
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.26 $ 0.14 86 %
Diluted Earnings Per Share:
Net income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.22 $ 0.14 57 %
Income from discontinued operations attributable to Whitestone REIT 0.04 N.M.
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.26 $ 0.14 86 %
Weighted average number of common shares outstanding:
Basic 45,486 42,244 8 %
Diluted 46,336 42,990 8 %
Consolidated Statements of Comprehensive Income (Loss)
Net income $ 12,253 $ 6,151 99 %
Other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedging activities 7,803 (9,062) N.M.
Comprehensive income (loss) 20,056 (2,911) N.M.
Less: Net income attributable to noncontrolling interests 205 117 75 %
Less: Comprehensive income (loss) attributable to noncontrolling interests 130 (173) N.M.
Comprehensive income (loss) attributable to Whitestone REIT $ 19,721 $ (2,855) N.M.
Whitestone REIT and Subsidiaries
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands)
Year Ended December 31, % Change From December 31,
2021 2020 2020
(1) Rental
Rental revenues $ 90,859 $ 87,291 4 %
Recoveries 32,928 33,442 (2) %
Bad debt 90 (5,649) 102 %
Total rental $ 123,877 $ 115,084 8 %
Whitestone REIT and Subsidiaries<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>(in thousands)
--- --- --- --- ---
Year Ended December 31,
2021 2020
Cash flows from operating activities:
Net income from continuing operations $ 10,420 $ 6,151
Net income from discontinued operations 1,833
Net income 12,253 6,151
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 28,950 28,303
Amortization of deferred loan costs 1,096 1,113
Gain on sale or disposal of assets and loan forgiveness, net (176) (1,370)
Bad debt (90) 5,649
Share-based compensation 5,913 6,063
Equity in earnings of real estate partnership (609) (921)
Changes in operating assets and liabilities:
Escrows and acquisition deposits (2,049) (885)
Accrued rents and accounts receivable 704 (6,055)
Receivable due from related party (512) 142
Distributions from real estate partnership 1,039
Unamortized lease commissions, legal fees and loan costs (3,259) (1,343)
Prepaid expenses and other assets 1,963 2,255
Accounts payable and accrued expenses 2,663 2,518
Payable due to related party 872 (182)
Tenants' security deposits 1,154 299
Net cash provided by operating activities 47,040 42,776
Cash flows from investing activities:
Acquisitions of real estate (81,588)
Additions to real estate (9,642) (7,362)
Proceeds from note receivable 922
Net cash used in investing activities (91,230) (6,440)
Net cash provided by investing activities of discontinued operations 1,833
Cash flows from financing activities:
Distributions paid to common shareholders (19,320) (25,203)
Distributions paid to OP unit holders (331) (511)
Proceeds from issuance of common shares, net of offering costs 55,981 2,241
Payments of exchange offer costs (63) (43)
Proceeds from bonds and notes payable 1,734
Net proceeds from (payments of) credit facility 10,000
Repayments of notes payable (3,261) (12,164)
Repurchase of common shares (691) (2,077)
Net cash provided by (used in) financing activities 32,315 (26,023)
Net increase (decrease) in cash, cash equivalents and restricted cash (10,042) 10,313
Cash, cash equivalents and restricted cash at beginning of period 25,956 15,643
Cash, cash equivalents and restricted cash at end of period (1) $ 15,914 $ 25,956

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

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(in thousands)
Year Ended December 31,
2021 2020
Supplemental disclosure of cash flow information:
Cash paid for interest $ 23,685 $ 27,741
Cash paid for taxes $ 364 $ 353
Non cash investing and financing activities:
Disposal of fully depreciated real estate $ 297 $ 88
Financed insurance premiums $ 1,712 $ 1,431
Value of shares issued under dividend reinvestment plan $ 60 $ 89
Value of common shares exchanged for OP units $ 18 $ 1,162
Change in fair value of cash flow hedge $ 7,803 $ (9,062)
Reallocation of ownership percentage between parent and subsidiary $ (27) $ (20)
Property received as termination fee $ $ 251
December 31,
--- --- --- --- ---
2021 2020
Cash, cash equivalents and restricted cash
Cash and cash equivalents $ 15,721 $ 25,777
Restricted cash 193 179
Total cash, cash equivalents and restricted cash $ 15,914 $ 25,956
Whitestone REIT and Subsidiaries
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RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
Three Months Ended Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
FFO (NAREIT) AND FFO CORE
Net income attributable to Whitestone REIT $ 2,608 $ 2,899 $ 3,112 (10) % (16) %
Adjustments to reconcile to FFO:(1)
Depreciation and amortization of real estate assets 7,453 7,305 7,153 2 % 4 %
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 420 440 411 (5) % 2 %
(Gain) loss on sale or disposal of assets, net 1 48 (518) (98) % N.M.
Loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) 1 13 N.M. N.M.
Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
FFO (NAREIT) 10,522 10,740 10,230 (2) % 3 %
Adjustments to reconcile to FFO Core:
Share-based compensation expense 1,638 1,563 1,896 5 % (14) %
Gain on loan forgiveness (1,734) N.M. (100) %
FFO Core $ 12,160 $ 12,303 $ 10,392 (1) % 17 %
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO $ 10,522 $ 10,740 $ 10,230 (2) % 3 %
FFO Core $ 12,160 $ 12,303 $ 10,392 (1) % 17 %
Denominator:
Weighted average number of total common shares - basic 49,102 46,883 42,368 5 % 16 %
Weighted average number of total noncontrolling OP units - basic 771 773 773 % %
Weighted average number of total common shares and noncontrolling OP units - basic 49,873 47,656 43,141 5 % 16 %
Effect of dilutive securities:
Unvested restricted shares 879 942 969 (7) % (9) %
Weighted average number of total common shares and noncontrolling OP units - diluted 50,752 48,598 44,110 4 % 15 %
FFO per common share and OP unit - basic $ 0.21 $ 0.23 $ 0.24 (9) % (13) %
FFO per common share and OP unit - diluted $ 0.21 $ 0.22 $ 0.23 (5) % (9) %
FFO Core per common share and OP unit - basic $ 0.24 $ 0.26 $ 0.24 (8) % %
FFO Core per common share and OP unit - diluted $ 0.24 $ 0.25 $ 0.24 (4) % %

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

(2)    Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
% Change
Year Ended December 31, From December 31,
2021 2020 2020
FFO (NAREIT) AND FFO CORE
Net income attributable to Whitestone REIT $ 12,048 $ 6,034 100 %
Adjustments to reconcile to FFO:(1)
Depreciation and amortization of real estate assets 28,806 28,096 3 %
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 1,674 1,673 %
(Gain) loss on sale or disposal of assets, net (176) 364 N.M.
Gain on sale of property from discontinued operations (1,833) N.M.
(Gain) loss on sale or disposal of properties or assets of real estate partnership (pro rata)(2) (19) 91 N.M.
Net income attributable to noncontrolling interests 205 117 75 %
FFO (NAREIT) 40,705 36,375 12 %
Adjustments to reconcile to FFO Core:
Share-based compensation expense 5,913 6,063 (2) %
Gain on loan forgiveness (1,734) N.M.
FFO Core $ 46,618 $ 40,704 15 %
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO $ 40,705 $ 36,375 12 %
FFO Core excluding amounts attributable to unvested restricted common shares $ 46,618 $ 40,704 15 %
Denominator:
Weighted average number of total common shares - basic 45,486 42,244 8 %
Weighted average number of total noncontrolling OP units - basic 772 821 (6) %
Weighted average number of total common shares and noncontrolling OP units - basic 46,258 43,065 7 %
Effect of dilutive securities:
Unvested restricted shares 850 746 14 %
Weighted average number of total common shares and noncontrolling OP units - diluted 47,108 43,811 8 %
FFO per common share and OP unit - basic $ 0.88 $ 0.84 5 %
FFO per common share and OP unit - diluted $ 0.86 $ 0.83 4 %
FFO Core per common share and OP unit - basic $ 1.01 $ 0.95 6 %
FFO Core per common share and OP unit - diluted $ 0.99 $ 0.93 6 %

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

(2)    Included in equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended Year Ended
December 31, December 31,
2021 2020 2021 2020
PROPERTY NET OPERATING INCOME
Net income attributable to Whitestone REIT $ 2,608 $ 3,112 $ 12,048 $ 6,034
General and administrative expenses 6,589 5,699 22,625 21,303
Depreciation and amortization 7,492 7,191 28,950 28,303
Equity in earnings of real estate partnership (180) (169) (609) (921)
Interest expense 6,147 6,209 24,564 25,770
Interest, dividend and other investment income (13) (72) (116) (278)
Provision for income taxes 111 91 385 379
Gain on sale of property from discontinued operations (1,833)
Management fee, net of related expenses 85 88 331 334
(Gain) loss on sale or disposal of assets, net 1 (518) (176) 364
Gain on loan forgiveness (1,734) (1,734)
NOI of real estate partnership (pro rata) 987 982 3,833 4,232
Net income attributable to noncontrolling interests 40 59 205 117
NOI 23,867 20,938 90,207 83,903
Non-Same Store NOI (1) (876) (1,607)
NOI of real estate partnership (pro rata) (987) (982) (3,833) (4,232)
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) 22,004 19,956 84,767 79,671
Same Store straight-line rent adjustments (209) (16) (1,410) 542
Same Store amortization of above/below market rents (217) (239) (835) (822)
Same Store lease termination fees (14) (586) (320) (1,613)
Same Store NOI (2) $ 21,564 $ 19,115 $ 82,202 $ 77,778

(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, 2021 to the three months ended December 31, 2020, Non-Same Store includes properties acquired between October 1, 2020 and December 31, 2021 and properties sold between October 1, 2020 and December 31, 2021, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2021 to the twelve months ended December 31, 2020, Non-Same Store includes properties acquired between January 1, 2020 and December 31, 2021 and properties sold between January 1, 2020 and December 31, 2021, 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, 2021 to the three months ended December 31, 2020, Same Store includes properties owned before October 1, 2020 and not sold before December 31, 2021. For purposes of comparing the twelve months ended December 31, 2021 to the twelve months ended December 31, 2020, Same Store includes properties owned before January 1, 2020 and not sold before December 31, 2021.

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended % Change From
December 31, 2021 September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre)
Net income attributable to Whitestone REIT $ 2,608 $ 2,899 $ 3,112 (10) % (16) %
Depreciation and amortization 7,492 7,340 7,191 2 % 4 %
Interest expense 6,147 6,142 6,209 % (1) %
Provision for income taxes 111 100 91 11 % 22 %
Net income attributable to noncontrolling interests 40 47 59 (15) % (32) %
Equity in earnings of real estate partnership (180) (151) (169) 19 % 7 %
EBITDAre adjustments for real estate partnership 813 807 794 1 % 2 %
Gain on loan forgiveness (1,734) N.M. (100) %
(Gain) loss on sale or disposal of assets, net 1 48 (518) (98) % N.M.
EBITDAre $ 17,032 $ 17,232 $ 15,035 (1) % 13 %
Year Ended December 31, % Change From December 31,
--- --- --- --- --- --- ---
2021 2020 2020
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre)
Net income attributable to Whitestone REIT $ 12,048 $ 6,034 100 %
Depreciation and amortization 28,950 28,303 2 %
Interest expense 24,564 25,770 (5) %
Provision for income taxes 385 379 2 %
Net income attributable to noncontrolling interests 205 117 75 %
Equity in earnings of real estate partnership (609) (921) (34) %
EBITDAre adjustments for real estate partnership 3,071 3,484 (12) %
Gain on sale of property from discontinued operations (1,833) N.M.
Gain on loan forgiveness (1,734) (100) %
(Gain) loss on sale or disposal of assets, net (176) 364 N.M.
EBITDAre $ 66,605 $ 61,796 8 %
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- --- ---
SAME STORE PROPERTY ANALYSIS
(in thousands)
Three Months Ended December 31, Increase % Increase
2021 2020 (Decrease) (Decrease)
Same Store (53 properties excluding development land)
Property revenues
Rental $ 31,599 $ 28,968 $ 2,631 9 %
Management, transaction and other fees 156 723 (567) (78) %
Total property revenues 31,755 29,691 2,064 7 %
Property expenses
Property operation and maintenance 6,012 5,311 701 13 %
Real estate taxes 3,739 4,424 (685) (15) %
Total property expenses 9,751 9,735 16 0 %
Total property revenues less total property expenses 22,004 19,956 2,048 10 %
Same Store straight-line rent adjustments (209) (16) (193) (1,206) %
Same Store amortization of above/below market rents (217) (239) 22 9 %
Same Store lease termination fees (14) (586) 572 98 %
Same Store NOI (1) $ 21,564 $ 19,115 $ 2,449 13 %

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

Whitestone REIT and Subsidiaries
SAME STORE PROPERTY ANALYSIS
(in thousands)
Year Ended December 31, Increase % Increase
2021 2020 (Decrease) (Decrease)
Same Store (53 properties, excluding development land)
Property revenues
Rental $ 121,501 $ 115,084 $ 6,417 6 %
Management, transaction and other fees 920 2,233 (1,313) (59) %
Total property revenues 122,421 117,317 5,104 4 %
Property expenses
Property operation and maintenance 21,309 19,631 1,678 9 %
Real estate taxes 16,345 18,015 (1,670) (9) %
Total property expenses 37,654 37,646 8 %
Total property revenues less total property expenses 84,767 79,671 5,096 6 %
Same Store straight-line rent adjustments (1,410) 542 (1,952) (360) %
Same Store amortization of above/below market rents (835) (822) (13) (2) %
Same Store lease termination fees (320) (1,613) 1,293 80 %
Same Store NOI(1) $ 82,202 $ 77,778 $ 4,424 6 %

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

Whitestone REIT and Subsidiaries
OTHER FINANCIAL INFORMATION
(in thousands, except number of properties and employees)
Three Months Ended Year Ended
December 31, December 31,
2021 2020 2021 2020
Other Financial Information:
Tenant improvements (1) (2) $ 1,542 $ 549 $ 2,986 $ 2,813
Leasing commissions (1) (2) $ 659 $ 313 $ 3,004 $ 1,270
Maintenance capital (1) $ 872 $ 972 $ 4,968 $ 3,815
Scheduled debt principal payments (1) $ 459 $ 438 $ 1,790 $ 1,879
Straight-line rent income (1) $ 263 $ 7 $ 1,498 $ (667)
Market rent amortization income from acquired leases (1) $ 193 $ 237 $ 796 $ 823
Non-cash share-based compensation expense (1) $ 1,638 $ 1,896 $ 5,913 $ 6,063
Non-real estate depreciation and amortization (1) $ 39 $ 39 $ 144 $ 207
Amortization of loan fees (1) $ 280 $ 280 $ 1,119 $ 1,131
Undepreciated value of unencumbered properties $ 914,324 $ 825,637 $ 914,324 $ 825,637
Number of unencumbered properties 53 51 53 51
Full time employees 87 88 87 88

(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.

Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
As of December 31, 2021
MARKET CAPITALIZATION: Percent of Total Equity Total Market Capitalization Percent of Total Market Capitalization
Equity Capitalization:
Common shares outstanding 98.5 % 49,144
Operating partnership units outstanding 1.5 % 771
Total 100.0 % 49,915
Market price of common shares as of
December 31, 2021 $ 10.13
Total equity capitalization $ 505,639 45 %
Debt Capitalization:
Outstanding debt $ 643,613
Less: Cash and cash equivalents (15,721)
Total debt capitalization 627,892 55 %
Total Market Capitalization as of
December 31, 2021 $ 1,133,531 100 %
SELECTED RATIOS:
--- --- --- --- --- --- --- --- ---
Three Months Ended Year Ended
December 31, December 31,
INTEREST COVERAGE RATIO 2021 2020 2021 2020
EBITDAre/Interest Expense
EBITDAre (1) $ 17,032 $ 15,035 $ 66,605 $ 61,796
Interest expense 6,147 6,209 24,564 25,770
Pro rata share of interest expense from real estate partnership 160 160 644 650
Less: amortization of loan fees, including pro rata share from real estate partnership (280) (280) (1,119) (1,131)
Interest expense, excluding amortization of loan fees 6,027 6,089 24,089 25,289
Ratio of EBITDAre to interest expense 2.8 2.5 2.8 2.4

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

Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(continued)
(in thousands, except per share amounts and percentages)
LEVERAGE RATIO December 31,
2021 2020
Debt/Undepreciated Book Value
Outstanding debt $ 643,613 $ 645,163
Less: Cash (15,721) (25,777)
Add: Proportional share of net debt of real estate partnership 8,200 8,912
Outstanding debt after cash $ 636,092 $ 628,298
Undepreciated real estate assets $ 1,196,919 $ 1,106,426
Add: Proportional share of real estate from unconsolidated partnership 46,124 45,848
Undepreciated real estate assets $ 1,243,043 $ 1,152,274
Ratio of debt to real estate assets 51 % 55 %
Three Months Ended Year Ended
--- --- --- --- --- --- --- --- ---
December 31, December 31,
2021 2020 2021 2020
Debt/EBITDAre Ratio
Outstanding debt $ 643,613 $ 645,163 $ 643,613 $ 645,163
Less: Cash (15,721) (25,777) (15,721) (25,777)
Add: Proportional share of net debt of unconsolidated real estate partnership 8,200 8,912 8,200 8,912
Total Net Debt $ 636,092 $ 628,298 $ 636,092 $ 628,298
EBITDAre $ 17,032 $ 15,035 $ 66,605 $ 61,796
Effect of partial period acquisitions and dispositions 301 3,176
Pro forma EBITDAre 17,333 15,035 69,781 61,796
Pro forma annualized EBITDAre $ 69,332 $ 60,140 $ 69,781 $ 61,796
Ratio of debt to pro forma EBITDAre 9.2 10.4 9.1 10.2
Whitestone REIT and Subsidiaries
--- --- --- --- ---
SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES
TOTAL OUTSTANDING DEBT
(in thousands)
Description December 31, 2021 December 31, 2020
Fixed rate notes
$100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 (1) $ 100,000 $ 100,000
$165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 (2) 165,000 165,000
$80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000
$19.0 million 4.15% Note, due December 1, 2024 18,358 18,687
$20.2 million 4.28% Note, due June 6, 2023 17,808 18,222
$14.0 million 4.34% Note, due September 11, 2024 12,978 13,236
$14.3 million 4.34% Note, due September 11, 2024 13,773 14,014
$15.1 million 4.99% Note, due January 6, 2024 13,907 14,165
$2.6 million 5.46% Note, due October 1, 2023 2,289 2,339
$50.0 million, 5.09% Note, due March 22, 2029 50,000 50,000
$50.0 million, 5.17% Note, due March 22, 2029 50,000 50,000
Floating rate notes
Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023 119,500 119,500
Total notes payable principal 643,613 645,163
Less deferred financing costs, net of accumulated amortization (771) (978)
Total notes payable $ 642,842 $ 644,185

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

(2)     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.

SCHEDULE OF DEBT MATURITIES AS OF DECEMBER 31, 2021
(in thousands)
Year Amount Due
2022 $ 101,962
2023 147,363
2024 228,574
2025 17,143
2026 17,143
Thereafter 131,428
Total $ 643,613
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- --- --- ---
SUMMARY OF OCCUPANCY AND TOP TENANTS
Gross Leasable Area as of Occupancy % as of
December 31, December 31, September 30, June 30, March 31,
Community Centered Properties® 2021 2021 2021 2021 2021
Whitestone 5,205,966 91 % 90 % 90 % 89 %
Unconsolidated real estate partnership 926,798 58 % 59 % 61 % 59 %
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- ---
SUMMARY OF OCCUPANCY AND TOP TENANTS
(continued)
Tenant Name Location Annualized Rental Revenue <br>(in thousands) Percentage of Total Annualized Base Rental Revenues (1) Initial Lease Date Year Expiring
Safeway Stores Incorporated (2) Austin, Houston and Phoenix $ 2,531 2.6 % 11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/16 2022, 2024, 2025, 2025, 2026 and 2034
Whole Foods Market Houston 2,247 2.3 % 9/3/2014 2035
Frost Bank Houston 1,988 2.0 % 7/1/2014 2024
Newmark Real Estate of Houston LLC Houston 1,071 1.1 % 10/1/2015 2026
Bashas' Inc. (3) Phoenix 1,010 1.0 % 10/9/2004 and 4/1/2009 2024 and 2029
Verizon Wireless (4) Houston and Phoenix 953 1.0 % 8/16/1994, 2/1/2004, 5/10/2004, 1/27/2006 and 5/1/2014 2022, 2023, 2024, 2024 and 2038
Walgreens & Co. (5) Houston and Phoenix 946 1.0 % 11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996 2022, 2027, 2049 and 2056
Alamo Drafthouse Cinema Austin 690 0.7 % 2/1/2012 2031
Dollar Tree (6) Houston and Phoenix 641 0.7 % 8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, and 5/21/2013 2023, 2025, 2025, 2026 and 2027
Wells Fargo & Company (7) Phoenix 592 0.6 % 10/24/1996 and 4/16/1999 2022 and 2023
Kroger Co. Dallas 483 0.5 % 12/15/2000 2022
Regus Corporation Houston 460 0.5 % 5/23/2014 2025
Paul's Ace Hardware Phoenix 427 0.4 % 3/1/2008 2033
Original Ninfas LP Houston 411 0.4 % 8/29/2018 2029
Whataburger University San Antonio 374 0.4 % 2/1/2018 2023
$ 14,824 15.2 %

(1)    Annualized Base Rental Revenues represents the monthly base rent as of December 31, 2021 for each applicable tenant multiplied by 12.

(2)    As of December 31, 2021, 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 1.1% 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 $44,000, 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 2026, 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 2022, was $318,000, which represents approximately 0.3% 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 2025, was $425,000, which represents approximately 0.4% of our total annualized base rental revenue.

(3)    As of December 31, 2021, 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 $281,000, which represents approximately 0.3% 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 0.8% of our total annualized base rental revenue.

(4)    As of December 31, 2021, 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 $23,000, 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 $136,000, which represents approximately 0.1% 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 0.8% 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.

(5)    As of December 31, 2021, 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 0.3% of our total annualized rental revenue.

(6)    As of December 31, 2021, 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 2026, was $175,000, 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, 2021, 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 0.1% 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 $460,000, which represents approximately 0.5% of our total annualized base rental revenue.

Whitestone REIT and Subsidiaries
TENANT TYPE SUMMARY
As of December 31, 2021
% of Leased SF % of ABR
Restaurants & Food Service 18% 24%
Salons 7% 9%
Grocery 13% 9%
Financial Services 6% 8%
Medical & Dental 7% 8%
Non Retail 5% 5%
Home Décor And Improvement 7% 5%
General Retail 7% 5%
Fitness 5% 4%
Education 4% 4%
Apparel 4% 4%
Pet Supply & Services 3% 3%
Local Services 2% 2%
Off-Price 4% 2%
Wireless 1% 2%
Pharmacies & Nutritional Supplies 2% 2%
Entertainment 2% 1%
Sporting Goods 1% 1%
Postal Services 1% 1%
Automotive Supply & Services 1% 1%
Total 100% 100%
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- --- ---
SUMMARY OF LEASING ACTIVITY
Three Months Ended Year Ended
December 31, December 31,
2021 2020 2021 2020
RENEWALS
Number of Leases 65 56 235 201
Total Square Feet (1) 209,870 273,211 648,227 750,552
Average Square Feet 3,229 4,879 2,758 3,734
Total Lease Value $ 20,697,000 $ 12,536,000 $ 69,473,000 $ 47,893,000
NEW LEASES
Number of Leases 46 28 165 105
Total Square Feet (1) 116,266 49,664 398,473 231,077
Average Square Feet 2,528 1,774 2,415 2,201
Total Lease Value $ 17,485,000 $ 6,478,000 $ 62,428,000 $ 27,609,000
TOTAL LEASES
Number of Leases 111 84 400 306
Total Square Feet (1) 326,136 322,875 1,046,700 981,629
Average Square Feet 2,938 3,844 2,617 3,208
Total Lease Value $ 38,182,000 $ 19,014,000 $ 131,901,000 $ 75,502,000

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

Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY
Type Number of Leases Signed Lease Value Signed GLA 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 Rent Cash Basis Increase (Decrease) Over Prior Rent Annual Increase (Decrease) in Straight-lined Rent Straight-lined Basis Increase (Decrease) Over Prior Rent
Comparable: (1)
Comparable Total Leases:
4th Quarter 2021 84 $ 26,114,148 241,803 4.7 $ 1,135,500 $ 4.70 $ 20.36 $ 20.05 $ 74,996 1.5 % $ 670,356 14.9 %
3rd Quarter 2021 75 21,174,759 159,787 4.8 843,333 5.28 24.34 23.62 115,317 3.0 % 468,826 13.1 %
2nd Quarter 2021 71 22,322,346 207,913 5.1 2,069,587 9.95 20.91 21.12 (44,199) (1.0) % 282,582 6.8 %
1st Quarter 2021 72 21,870,651 160,509 5.4 1,201,947 7.49 22.12 23.14 (162,801) (4.4) % 273,174 7.8 %
Total - 12 months 302 $ 91,481,904 770,012 5.0 $ 5,250,367 $ 6.82 $ 21.70 $ 21.72 $ (16,687) (0.1) % $ 1,694,938 10.8 %
Comparable New Leases:
4th Quarter 2021 23 $ 5,795,662 41,700 6.1 $ 530,358 $ 12.72 $ 21.61 $ 22.52 $ (38,073) (4.1) % $ 97,992 11.2 %
3rd Quarter 2021 13 2,201,043 18,848 4.2 101,472 5.38 23.72 25.49 (33,336) (6.9) % 23,927 5.4 %
2nd Quarter 2021 19 5,852,882 39,326 5.6 892,966 22.71 25.01 25.52 (19,839) (2.0) % 29,940 3.1 %
1st Quarter 2021 26 11,296,796 56,578 6.7 1,002,823 17.72 23.87 26.52 (149,925) (10.0) % 75,001 5.3 %
Total - 12 months 81 $ 25,146,383 156,452 6.0 $ 2,527,619 $ 16.16 $ 23.54 $ 25.08 $ (241,173) (6.1) % $ 226,860 6.1 %
Comparable Renewal Leases:
4th Quarter 2021 61 $ 20,318,486 200,103 4.4 $ 605,142 $ 3.02 $ 20.10 $ 19.54 $ 113,069 2.9 % $ 572,364 15.7 %
3rd Quarter 2021 62 18,973,716 140,939 4.9 741,861 5.26 24.43 23.37 148,653 4.5 % 444,899 14.1 %
2nd Quarter 2021 52 16,469,464 168,587 5.0 1,176,621 6.98 19.95 20.09 (24,360) (0.7) % 252,642 7.9 %
1st Quarter 2021 46 10,573,855 103,931 4.7 199,124 1.92 21.17 21.29 (12,876) (0.6) % 198,173 9.6 %
Total - 12 months 221 $ 66,335,521 613,560 4.7 $ 2,722,748 $ 4.44 $ 21.23 $ 20.87 $ 224,486 1.7 % $ 1,468,078 12.2 %
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- --- --- --- --- ---
SUMMARY OF LEASING ACTIVITY
(continued)
Type Number of Leases Signed Lease Value Signed GLA 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 2021 111 $ 38,182,937 326,136 5.4 $ 2,928,167 $ 8.98 $ 19.80
3rd Quarter 2021 103 33,044,924 238,717 5.0 2,040,458 8.55 24.44
2nd Quarter 2021 92 29,849,313 256,622 5.7 2,870,379 11.19 21.44
1st Quarter 2021 94 30,824,156 225,225 4.0 2,034,341 9.03 13.69
Total - 12 months 400 $ 131,901,330 1,046,700 5.3 $ 9,873,345 $ 9.43 $ 21.60
New
4th Quarter 2021 46 $ 17,485,510 116,266 7.6 $ 2,240,044 $ 19.27 $ 19.45
3rd Quarter 2021 38 12,734,682 90,143 5.2 1,210,123 13.42 24.85
2nd Quarter 2021 35 12,312,470 75,071 5.9 1,652,986 22.02 24.44
1st Quarter 2021 46 19,895,385 116,993 6.7 1,832,500 15.66 21.62
Total - 12 months 165 $ 62,428,047 398,473 6.4 $ 6,935,653 $ 17.41 $ 22.25
Renewal
4th Quarter 2021 65 $ 20,697,427 209,870 4.3 $ 688,123 $ 3.28 $ 19.99
3rd Quarter 2021 65 20,310,242 148,574 5.0 830,335 5.59 24.19
2nd Quarter 2021 57 17,536,843 181,551 4.9 1,217,393 6.71 20.12
1st Quarter 2021 48 10,928,771 108,232 4.7 201,841 1.86 21.24
Total - 12 months 235 $ 69,473,283 648,227 4.7 $ 2,937,692 $ 4.53 $ 21.20

(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.

Whitestone REIT and Subsidiaries
LEASE EXPIRATIONS(1)
Annualized Base Rent(2)
Gross Leasable Area as of December 31, 2021
Year Number of<br>Leases Square Feet Percent<br>of Gross Leasable Area Amount<br>(in thousands) Percent of<br>Total Per Square Foot
2022 338 809,680 15.6 % $ 14,753 15.1 % $ 18.22
2023 220 643,589 12.4 % 12,640 13.0 % 19.64
2024 223 779,008 15.0 % 16,500 16.9 % 21.18
2025 207 799,264 15.4 % 15,189 15.6 % 19.00
2026 157 578,350 11.1 % 11,755 12.1 % 20.33
2027 88 319,800 6.1 % 7,103 7.3 % 22.21
2028 42 189,818 3.6 % 4,336 4.4 % 22.84
2029 27 172,744 3.3 % 3,234 3.3 % 18.72
2030 25 75,890 1.5 % 2,349 2.4 % 30.95
2031 25 123,498 2.4 % 3,403 3.5 % 27.56
Total 1,352 4,491,641 86.4 % $ 91,262 93.6 % $ 20.32

(1)    Lease expirations table reflects rents in place as of December 31, 2021, and does not include option periods.

(2)    Annualized Base Rent represents the monthly base rent as of December 31, 2021 for each tenant multiplied by 12.

Whitestone REIT and Subsidiaries
Property Details
As of December 31, 2021
Community Name Location Year Built/<br>Renovated Gross Leasable<br>Square Feet Percent<br><br>Occupied at<br><br>12/31/2021 Annualized Base<br><br>Rental Revenue<br><br>(in thousands) (1) Average<br><br>Base Rental<br><br>Revenue Per<br><br>Sq. Ft. (2) Average Net Effective Annual Base Rent Per Leased Sq. Ft.(3)
Whitestone Properties:
Ahwatukee Plaza Phoenix 1979 72,650 81 % $ 770 $ 13.08 $ 13.46
Anthem Marketplace Phoenix 2000 113,293 88 % 1,527 15.32 14.99
Anthem Marketplace Phase II Phoenix 2019 6,853 100 % 235 34.29 34.00
Bissonnet/Beltway Houston 1978 29,205 90 % 401 15.26 14.84
BLVD Place Houston 2014 216,944 100 % 9,320 42.96 45.80
The Citadel Phoenix 2013 28,547 99 % 487 17.23 17.97
City View Village San Antonio 2005 17,870 100 % 556 31.11 31.23
Davenport Village Austin 1999 128,934 99 % 3,312 25.95 26.32
Desert Canyon Phoenix 2000 62,533 88 % 786 14.28 15.17
Eldorado Plaza Dallas 2004 219,287 95 % 3,252 15.61 16.37
Fountain Hills Phoenix 2009 111,289 95 % 1,657 15.67 16.38
Fountain Square Phoenix 1986 118,209 90 % 1,865 17.53 17.18
Fulton Ranch Towne Center Phoenix 2005 120,575 96 % 2,065 17.84 17.79
Gilbert Tuscany Village Phoenix 2009 49,415 91 % 882 19.61 20.30
Gilbert Tuscany Village Hard Corner Phoenix 2009 14,603 100 % 128 8.77 8.90
Heritage Dallas 2006 70,431 100 % 1,675 23.78 23.94
HQ Village Dallas 2009 89,134 97 % 2,553 29.53 36.73
Keller Place Dallas 2001 93,541 96 % 1,009 11.24 11.74
Kempwood Plaza Houston 1974 91,302 88 % 1,208 15.04 14.94
La Mirada Phoenix 1997 147,209 89 % 3,248 24.79 23.85
Las Colinas Dallas 2000 104,919 85 % 2,603 29.19 26.45
Lion Square Houston 2014 117,592 100 % 1,862 15.83 16.34
The MarketPlace at Central Phoenix 2012 111,130 99 % 1,123 10.21 10.29
Market Street at DC Ranch Phoenix 2003 244,888 96 % 5,209 22.16 21.63
Mercado at Scottsdale Ranch Phoenix 1987 118,730 86 % 1,676 16.41 16.30
Paradise Plaza Phoenix 1983 125,898 90 % 1,590 14.03 12.96
Parkside Village North Austin 2005 27,045 100 % 864 31.95 38.60
Parkside Village South Austin 2012 90,101 100 % 2,352 26.10 27.14
Pima Norte Phoenix 2007 35,110 64 % 366 16.29 17.85
Pinnacle of Scottsdale Phoenix 1991 113,108 99 % 2,543 22.71 23.09
Pinnacle Phase II Phoenix 2017 27,063 100 % 838 30.96 29.49
The Promenade at Fulton Ranch Phoenix 2007 98,792 80 % 1,104 13.97 13.50
Providence Houston 1980 90,327 92 % 1,067 12.84 13.41
Quinlan Crossing Austin 2012 109,892 97 % 2,563 24.04 25.53
Seville Phoenix 1990 90,042 90 % 2,660 32.82 32.70
Shaver Houston 1978 21,926 94 % 341 16.55 16.40
Shops at Pecos Ranch Phoenix 2009 78,767 88 % 1,849 26.68 28.19
Shops at Starwood Dallas 2006 55,385 99 % 1,757 32.04 33.36
The Shops at Williams Trace Houston 1985 132,991 93 % 2,137 17.28 19.90
South Richey Houston 1980 69,928 100 % 758 10.84 10.44
Spoerlein Commons Chicago 1987 41,455 90 % 746 19.99 21.15
Starwood Phase II Dallas 2016 35,351 90 % 1,176 36.96 37.28
Strand San Antonio 2000 73,920 98 % 1,696 23.41 26.23
SugarPark Plaza Houston 1974 95,032 96 % 1,196 13.11 12.75
Sunridge Houston 1979 49,359 93 % 708 15.42 16.10
Sunset at Pinnacle Peak Phoenix 2000 41,530 97 % 760 18.87 18.17
Terravita Marketplace Phoenix 1997 102,733 76 % 1,198 15.34 14.69
Town Park Houston 1978 43,526 96 % 1,014 24.27 24.20
Dana Park Phoenix 2009 323,026 82 % 5,902 22.28 23.46
Westchase Houston 1978 50,332 73 % 601 16.36 16.30
Williams Trace Plaza Houston 1983 129,222 90 % 1,814 15.60 16.01
Windsor Park San Antonio 2012 196,458 97 % 1,960 10.29 10.09
Woodlake Plaza Houston 1974 106,169 64 % 1,174 17.28 16.91
Total/Weighted Average - Whitestone Properties 4,953,571 92 % 92,143 20.22 20.76
Development Properties:
Lakeside Market Dallas 2000 162,649 82 % 3,261 24.45 25.41
Anderson Arbor Austin 2001 89,746 89 % 1,732 21.68 23.26
Total/Weighted Average - Development Properties 252,395 85 % 4,993 23.27 24.46
Land Held for Development:
BLVD Phase II-B Houston N/A
Dana Park Development Phoenix N/A
Eldorado Plaza Development Dallas N/A
Fountain Hills Phoenix N/A
Market Street at DC Ranch Phoenix N/A
Total/Weighted Average - Land Held For Development (5)
Grand Total/Weighted Average - Whitestone Properties 5,205,966 91 % $ 97,136 $ 20.50 $ 21.08
Properties owned in Unconsolidated Real Estate Partnership (81.4% ownership):
9101 LBJ Freeway Dallas 1985 125,874 50 % $ 1,149 $ 18.26 $ 17.95
Corporate Park Northwest Houston 1981 174,359 75 % 1,813 13.86 13.64
Corporate Park Woodland II Houston 2000 14,344 83 % 196 16.46 16.55
Holly Hall Industrial Park Houston 1980 90,000 57 % 373 7.27 7.21
Holly Knight Houston 1984 20,015 88 % 385 21.86 21.63
Interstate 10 Warehouse Houston 1980 151,000 6 % 68 7.51 5.19
Uptown Tower Dallas 1982 253,981 67 % 4,109 24.15 24.58
Westgate Service Center Houston 1984 97,225 88 % 734 8.58 8.08
Total/Weighted Average - Unconsolidated Properties 926,798 58 % $ 8,827 $ 16.42 $ 16.34

(1)      Calculated as the tenant’s actual December 31, 2021 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of December 31, 2021. 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, 2021 equaled approximately $380,535 for the month ended December 31, 2021.

(2)      Calculated as annualized base rent divided by leased square feet as of December 31, 2021.

(3)    Represents (i) the contractual base rent for leases in place as of December 31, 2021, 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, 2021.

(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, 2021, these parcels of land were held for development and, therefore, had no gross leasable area.

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