8-K

Whitestone REIT (WSR)

8-K 2023-08-01 For: 2023-08-01
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): August 1, 2023

Whitestone REIT

(Exact name of registrant as specified in charter)

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

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. 


Item 2.02 Results of Operations and Financial Condition.

On August 1, 2023, Whitestone REIT (the “Company”) announced its financial results for the three and six months ended June 30, 2023. A copy of the Company’s August 1, 2023 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 August 1, 2023.

99.2         Quarterly Supplemental Operating and Financial Data Package for Whitestone REIT for the three and six months ended June 30, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL document)


EXHIBIT INDEX

99.1 Press release of Whitestone REIT, dated August 1, 2023.
99.2 Quarterly Supplemental Operating and Financial Data for Whitestone REIT for the three and six months ended June 30, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 1, 2023 By: /s/ John S. Hogan
Name: John S. Hogan<br><br> <br>Title: Chief Financial Officer

ex_535346.htm

Exhibit 99.1

WHITESTONE REIT

REPORTS SECOND QUARTER 2023 RESULTS

Houston, Texas, August 1, 2023 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the second quarter of 2023. 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 a very strong quarter operationally, with GAAP leasing spreads of 32.2% on new leases and 16.2% on renewal leases, revenue increasing by 4.2% and occupancy rising to 93.3%.  This extends our track record to 5 consecutive quarters with over 17% increases in combined GAAP leases spreads.  Litigation expenses reduced FFO per share for the quarter by approximately $0.03.  Our revision to full year FFO guidance reflects litigation expense projections for the balance of the year.”

–    Dave Holeman, Chief Executive Officer

Second Quarter 2023 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 $36.5 million versus $35.0 million for the second quarter of 2022.
Net Income attributable to common shareholders of $11.3 million, or $0.22 per diluted share, versus $4.3 million, or $0.09 per diluted share for the second quarter of 2022. The increase was primarily the result of the gain on sale of properties and higher property net operating income, partially offset by higher litigation and interest expenses.
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Funds from Operations (“FFO”) per diluted share of $0.21 versus $0.25 for the second quarter of 2022. The decrease was primarily the result of higher litigation and interest expenses, offset partially by increased property net operating income.
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EBITDAre remained steady at $19.2 million for both quarters ending June 2023 and 2022.
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Same-Store Net Operating Income (“NOI”) grew 0.4% to $22.6 million versus 22.5 million for the second quarter of 2022. Whitestone is reiterating the 2.5% - 4.5% 2023 Same Store NOI growth guidance primarily because of visibility on leases already in place.
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Net Effective Annual Base Rental Revenue per leased square foot was up 4.9% to $22.78, compared to the prior year quarter.
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Operating Results

For the three-month periods ending June 30, 2023 and 2022, the Company’s operating highlights were as follows:

Second Quarter 2023 Second Quarter 2022
Occupancy:
Wholly Owned Properties – All 93.3% 91.5%
>10,000 Sq Ft Occupancy 96.9% 95.5%
≤ 10,000 Sq Ft Occupancy 91.2% 89.2%
Same Store Property Net Operating Income Change 0.4% 8.0%
Rental Rate Growth - Total (GAAP Basis): 18.7% 17.4%
New Leases 32.2% 15.6%
Renewal Leases 16.2% 17.6%
Leasing Transactions:
Number of New Leases 27 34
New Leases - Lease Term Revenue (millions) $12.0 $13.0
Number of Renewal Leases 58 56
Renewal Leases - Lease Term Revenue (millions) $14.5 $16.1

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Balance Sheet and Debt Metrics

As of June 30, 2023, Whitestone had total debt of $650.5 million, along with capacity and availability of $98.5 million each under its $250 million revolving credit facility.
As of June 30, 2023, the Company has undepreciated real estate assets of $1.2 billion.
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Dividend

On May 16, 2023, the Company declared a quarterly cash distribution of $0.12 per common share and OP unit for the third quarter of 2023, to be paid in three equal installments of $0.04 in July, August and September of 2023.

2023 Full Year Guidance

The Company has updated its 2023 full-year guidance for net income attributable to Whitestone REIT and FFO per share to include the impact of the second quarter operating results and higher estimated litigation costs. The guidance update is as follows:

2023 Revised Guidance 2023 Original Guidance
(unaudited, amounts in thousands except per share and percentages)
Net income attributable to Whitestone REIT $21,500 - $23,600 $14,400 - $16,500
FFO (1) $45,750 - $47,850 $48,300 - $50,400
Net income attributable to Whitestone REIT per share $0.43 - $0.47 $0.29 - $0.33
FFO per diluted share and OP Unit ^(1)^ $0.90 - $0.94 $0.95 - $0.99
Key Drivers:
Same store net operating income growth ^(2)^ 2.5% - 4.5% 2.5% – 4.5%
Bad debt as a percentage of revenue 0.75% - 1.50% 0.75% – 1.50%
General and administrative expense $20,200 - $20,700 $19,200 - $19,700
Deficit in earnings of real estate partnership $ (1,400) - $ (1,600) $0
Gain on sale of properties $9,621 $0
Interest expense $31,700 - $33,200 $31,700 - $33,200
Ending occupancy 93.5% - 94.5% 93.5% - 94.5%
Net Debt to EBITDAre Ratio ^(3)^ 7.7X - 7.3X 7.3X - 6.9X
^(1)^ For the reconciliation of forward-looking non-GAAP financial measure to the comparable GAAP financial measure, see the "FFO per diluted share and OP unit" reconciliation table.
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^(2)^ Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods.
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^(3)^ Fourth quarter annualized EBITDAre.
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Portfolio Statistics

As of June 30, 2023, Whitestone wholly owned 56 Community-Centered Properties™ with 5.0 million square feet of gross leasable area ("GLA"). Five of the 56 Community-Centered Properties™ are land parcels held for future development. The portfolio is comprised of 29 properties in Texas, 26 in Arizona and 1 in Illinois. Whitestone’s Community-Centered Properties™ are located in the MSA's of Austin (5), Chicago (1), Dallas-Fort Worth (9), Houston (12), Phoenix (26), 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 eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.

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At the end of the second quarter, the Company’s diversified tenant base was comprised of 1,466 tenants, with the largest tenant accounting for only 2.2% 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, August 2, 2023, at 8:00 A.M Eastern Time / 7:00 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: 1-877-407-0784
Dial-in number for international participants: 1-201-689-8560

The conference call will be recorded, and a telephone replay will be available through Wednesday, August 16, 2023. 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): 13734725

Supplemental Financial Information

The second 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 REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit www.whitestonereit.com.

3


Forward-Looking Statements

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

Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of public health emergencies, such as 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, including as a result of inflation operating costs or general and administrative expenses; our current geographic concentration in the Houston and Phoenix metropolitan area makes us susceptible to local economic downturns, natural disasters, such as floods and hurricanes, which may increase as a result of climate change, increasing focus by stakeholders on environmental, social, and governance matters, financial institution disruption; 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; harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners; 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; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine; the need to fund tenant improvements or other capital expenditures out of operating cash flow; the extent to which our estimates regarding Pillarstone REIT Operating Partnership LP's financial condition and results of operations differ from actual results; 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 an alternative to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. EBITDAre 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.

4


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

Same Store NOI: Management believes that Same Store NOI is a useful measure of the Company’s property operating performance because it includes only the properties that have been owned for the entire period being compared, and 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 net of insurance financing 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

5


Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31, 2022
--- --- --- --- --- ---
ASSETS
Real estate assets, at cost
Property 1,224,195 $ 1,199,041
Accumulated depreciation (218,007 ) (208,286 )
Total real estate assets 1,006,188 990,755
Investment in real estate partnership 33,574 34,826
Cash and cash equivalents 2,927 6,166
Restricted cash 122 189
Escrows and acquisition deposits 22,292 12,827
Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) 27,027 25,570
Receivable due from related party 1,436 1,377
Unamortized lease commissions, legal fees and loan costs 12,854 12,697
Prepaid expenses and other assets(2) 11,945 7,838
Finance lease right-of-use assets 10,471 10,522
Total assets 1,128,836 $ 1,102,767
LIABILITIES AND EQUITY
Liabilities:
Notes payable 650,024 $ 625,427
Accounts payable and accrued expenses(3) 30,571 36,154
Payable due to related party 1,577 1,561
Tenants' security deposits 8,403 8,428
Dividends and distributions payable 6,020 6,008
Finance lease liabilities 729 735
Total liabilities 697,324 678,313
Commitments and contingencies:
Equity:
Preferred shares, 0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022
Common shares, 0.001 par value per share; 400,000,000 shares authorized; 49,519,919 and 49,422,716 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 50 49
Additional paid-in capital 626,022 624,785
Accumulated deficit (209,087 ) (212,366 )
Accumulated other comprehensive income 8,453 5,980
Total Whitestone REIT shareholders' equity 425,438 418,448
Noncontrolling interest in subsidiary 6,074 6,006
Total equity 431,512 424,454
Total liabilities and equity 1,128,836 $ 1,102,767

All values are in US Dollars.

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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, 2023 December 31, 2022
--- --- --- --- --- --- ---
^(1)^ Accrued rents and accounts receivable, net of allowance for doubtful accounts
Tenant receivables $ 16,889 $ 16,828
Accrued rents and other recoveries 22,741 22,103
Allowance for doubtful accounts (13,729 ) (13,822 )
Other receivables 1,126 461
Total accrued rents and accounts receivable, net of allowance for doubtful accounts $ 27,027 $ 25,570
(2) Operating lease right of use assets (net) $ 93 $ 124
(3) Operating lease liabilities $ 98 $ 129

7


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
Revenues **** **** **** ****
Rental^(1)^ $ 36,241 $ 34,663 $ 71,738 $ 68,471
Management, transaction, and other fees 219 334 573 649
Total revenues 36,460 34,997 72,311 69,120
Operating expenses **** **** **** ****
Depreciation and amortization 8,360 7,862 16,206 15,772
Operating and maintenance 6,899 6,211 12,985 11,936
Real estate taxes 4,767 4,987 9,475 9,354
General and administrative 5,175 5,182 10,259 8,231
Total operating expenses 25,201 24,242 48,925 45,293
Other expenses (income) **** **** **** ****
Interest expense 8,260 6,234 16,163 12,295
Gain on sale of properties (9,621 ) (9,621 )
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
Interest, dividend and other investment income (18 ) (16 ) (38 ) (30 )
Total other expenses (income) (1,365 ) 6,208 6,524 12,270
Income before equity investment in real estate partnership and income tax 12,624 4,547 16,862 11,557
Equity (deficit) in earnings of real estate partnership (1,034 ) (41 ) (1,252 ) 239
Provision for income tax (125 ) (100 ) (244 ) (201 )
Net Income 11,465 4,406 15,366 11,595
Less: Net income attributable to noncontrolling interests 159 68 213 179
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416

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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
Basic Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.23 $ 0.09 $ 0.31 $ 0.23
Diluted Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.22 $ 0.09 $ 0.30 $ 0.23
Weighted average number of common shares outstanding:
Basic 49,426 49,147 49,425 49,147
Diluted 50,259 50,047 50,262 50,177
Consolidated Statements of Comprehensive Income
Net income $ 11,465 $ 4,406 $ 15,366 $ 11,595
Other comprehensive income
Unrealized gain on cash flow hedging activities 7,095 2,675 2,508 8,661
Comprehensive income 18,560 7,081 17,874 20,256
Less: Net income attributable to noncontrolling interests 159 68 213 179
Less: Comprehensive income attributable to noncontrolling interests 99 41 35 133
Comprehensive income attributable to Whitestone REIT $ 18,302 $ 6,972 $ 17,626 $ 19,944

9


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
^(1)^ Rental
Rental revenues $ 26,519 $ 24,935 $ 52,259 $ 49,779
Recoveries 9,955 9,603 20,036 18,940
Bad debt (233 ) 125 (557 ) (248 )
Total rental $ 36,241 $ 34,663 $ 71,738 $ 68,471

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Whitestone REIT and Subsidiaries<br><br> <br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br> <br>(in thousands)
Six Months Ended June 30,
--- --- --- --- --- --- ---
2023 2022
Cash flows from operating activities: **** ****
Net income $ 15,366 $ 11,595
Adjustments to reconcile net income to net cash provided by operating activities: **** ****
Depreciation and amortization 16,206 15,772
Amortization of deferred loan costs 550 548
Gain on sale of properties (9,621)
Loss on disposal of assets 20 5
Bad debt 557 247
Share-based compensation 1,480 (630 )
(Equity) deficit in earnings of real estate partnership 1,252 (239 )
Amortization of right-of-use assets - finance leases 51
Changes in operating assets and liabilities:
Escrows and acquisition deposits 3,982 651
Accrued rents and accounts receivable (2,014 ) (997 )
Receivable due from related party (59 ) (373 )
Unamortized lease commissions, legal fees and loan costs (1,894 ) (1,402 )
Prepaid expenses and other assets 1,430 708
Accounts payable and accrued expenses (5,586 ) (8,254 )
Payable due to related party 16 438
Tenants' security deposits (25 ) 244
Net cash provided by operating activities 21,711 18,313
Cash flows from investing activities: **** ****
Acquisitions of real estate (25,455)
Additions to real estate (8,771 ) (7,196 )
Proceeds from sales of properties 13,447
Reverse 1031 exchange (13,447 )
Net cash used in investing activities (34,226 ) (7,196 )
Cash flows from financing activities:
Distributions paid to common shareholders (11,826 ) (11,148 )
Distributions paid to OP unit holders (166 ) (175 )
Net proceeds from (payments of) credit facility 48,000 (5,000 )
Repayments of notes payable (26,504 ) (1,782 )
Repurchase of common shares (289) (278)
Payment of finance lease liability (6 )
Net cash provided by (used in) financing activities 9,209 (18,383 )
Net decrease in cash, cash equivalents and restricted cash (3,306 ) (7,266 )
Cash, cash equivalents and restricted cash at beginning of period 6,355 15,914
Cash, cash equivalents and restricted cash at end of period ^(1)^ $ 3,049 $ 8,648
^(1)^ For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below.
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11


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(in thousands)
Six Months Ended June 30,
--- --- --- --- ---
2023 2022
Supplemental disclosure of cash flow information:
Cash paid for interest $ 15,219 $ 11,790
Cash paid for taxes $ 435 $ 366
Non cash investing and financing activities:
Disposal of fully depreciated real estate $ 864 $ 25
Financed insurance premiums $ 3,002 $ 1,846
Value of shares issued under dividend reinvestment plan $ 36 $ 32
Value of common shares exchanged for OP units $ 11 $ 8
Change in fair value of cash flow hedge $ 2,508 $ 8,661
June 30,
--- --- --- --- ---
2023 2022
Cash, cash equivalents and restricted cash
Cash and cash equivalents $ 2,927 $ 8,464
Restricted cash 122 184
Total cash, cash equivalents and restricted cash $ 3,049 $ 8,648

12


Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
FFO (NAREIT) **** **** ****
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416
Adjustments to reconcile to FFO:^(1)^
Depreciation and amortization of real estate assets 8,318 7,820 16,123 15,688
Depreciation and amortization of real estate assets of real estate partnership (pro rata) ^(2)^ 403 412 806 806
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
Gain on sale of properties (9,621 ) (9,621 )
Net income attributable to noncontrolling interests 159 68 213 179
FFO (NAREIT) $ 10,579 $ 12,628 $ 22,694 $ 28,094
FFO PER SHARE AND OP UNIT CALCULATION **** **** ****
Numerator:
FFO $ 10,579 $ 12,628 $ 22,694 $ 28,094
Denominator:
Weighted average number of total common shares - basic 49,426 49,147 49,425 49,147
Weighted average number of total noncontrolling OP units - basic 694 770 694 770
Weighted average number of total common shares and noncontrolling OP units - basic 50,120 49,917 50,119 49,917
Effect of dilutive securities:
Unvested restricted shares 833 900 837 1,030
Weighted average number of total common shares and noncontrolling OP units - diluted 50,953 50,817 50,956 50,947
FFO per common share and OP unit - basic $ 0.21 $ 0.25 $ 0.45 $ 0.56
FFO per common share and OP unit - diluted $ 0.21 $ 0.25 $ 0.45 $ 0.55
^(1)^ Includes pro-rata share attributable to real estate partnership.
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^(2)^ We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated depreciation and amortization of real estate assets based on the information available to us at the time of this Report.
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13


Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
PROPERTY NET OPERATING INCOME **** **** **** ****
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416
General and administrative expenses 5,175 5,182 10,259 8,231
Depreciation and amortization 8,360 7,862 16,206 15,772
(Equity) deficit in earnings of real estate partnership ^(1)^ 1,034 41 1,252 (239 )
Interest expense 8,260 6,234 16,163 12,295
Interest, dividend and other investment income (18 ) (16 ) (38 ) (30 )
Provision for income taxes 125 100 244 201
Gain on sale of properties (9,621 ) (9,621 )
Management fee, net of related expenses 29 16 81
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
NOI of real estate partnership (pro rata)^(1)^ 668 709 1,216 1,706
Net income attributable to noncontrolling interests 159 68 213 179
NOI $ 25,462 $ 24,537 $ 51,083 $ 49,617
Non-Same Store NOI ^(2)^ (901 ) (694 ) (1,694 ) (1,507 )
NOI of real estate partnership (pro rata) (668 ) (709 ) (1,216 ) (1,706 )
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) 23,893 23,134 48,173 46,404
Same Store straight-line rent adjustments (995 ) (370 ) (1,433 ) (684 )
Same Store amortization of above/below market rents (211 ) (236 ) (429 ) (453 )
Same Store lease termination fees (87 ) (13 ) (301 ) (22 )
Same Store NOI ^(3)^ $ 22,600 $ 22,515 $ 46,010 $ 45,245
^(1)^ We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated (equity) deficit in earnings and pro rata share of NOI of real estate partnership based on the information available to us at the time of this Report.
--- ---
^(2)^ 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 June 30, 2023 to the three months ended June 30, 2022, Non-Same Store includes properties owned before April 1, 2022 and not sold before June 30, 2023, but not included in discontinued operations. For purposes of comparing the six months ended June 30, 2023 to the six months ended June 30, 2022, Non-Same Store includes properties owned before January 1, 2022 and not sold before June 30, 2023, but not included in discontinued operations.
--- ---
^(3)^ We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended June 30, 2023 to the three months ended June 30, 2022, Same Store includes properties owned before April 1, 2022 and not sold before June 30, 2023. For purposes of comparing the six months ended June 30, 2023 to the six months ended June 30, 2022, Same Store includes properties owned before January 1, 2022 and not sold before June 30, 2023. Straight line rent adjustments, above/below market rents, and lease termination fees are excluded.
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14


Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) **** ****
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416
Depreciation and amortization 8,360 7,862 16,206 15,772
Interest expense 8,260 6,234 16,163 12,295
Provision for income taxes 125 100 244 201
Net income attributable to noncontrolling interests 159 68 213 179
(Equity) deficit in earnings of real estate partnership ^(1)^ 1,034 41 1,252 (239 )
EBITDAre adjustments for real estate partnership ^(1)^ (435 ) 564 (54 ) 1,431
Gain on sale of properties (9,621 ) (9,621 )
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
EBITDAre $ 19,202 $ 19,197 $ 39,576 $ 41,060
(1) We rely on reporting provided to us by our third party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated (equity) deficit in earnings and EBITDAre adjustments for real estate partnership based on the information available to us at the time of this Report.
--- ---
Whitestone REIT and Subsidiaries
---
RECONCILIATION OF NON-GAAP MEASURES
Original and Revised Full Year Guidance for 2023
(in thousands, except per share and per unit data)
Projected Range Full Year 2023 (Revised) Projected Range Full Year 2023 (Original)
--- --- --- --- --- --- --- --- --- --- ---
Low High Low High
FFO per diluted share and OP unit **** **** **** **** **** **** **** **** **** ****
Net income attributable to Whitestone REIT $ 21,500 $ 23,600 $ 14,400 $ 16,500
Depreciation and amortization of real estate assets 32,199 32,199 32,228 32,228
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 1,672 1,672 1,672 1,672
Gain on sale of properties (9,621 ) (9,621 )
FFO $ 45,750 $ 47,850 $ 48,300 $ 50,400
Dilutive shares 50,327 50,327 50,327 50,327
OP Units 738 738 738 738
Dilutive share and OP Units 51,065 51,065 51,065 51,065
Net income attributable to Whitestone REIT per diluted share $ 0.43 $ 0.47 $ 0.29 $ 0.33
FFO per diluted share and OP Unit $ 0.90 $ 0.94 $ 0.95 $ 0.99

15

ex_535347.htm

Exhibit 99.2

wsr-supplementalcoverq223.jpg


Table of Contents

TABLE OF CONTENTS
Page
Corporate Profile 1
Second Quarter 2023 Earnings Release 2
Financial Results 7
Consolidated Balance Sheets 7
Consolidated Statements of Operations and Comprehensive Income 9
Consolidated Statements of Cash Flows 12
Reconciliation of Non-GAAP Measures 14
Same Store Property Analysis 17
Other Financial Information 19
Market Capitalization and Selected Ratios 20
Summary of Outstanding Debt and Debt Maturities 22
Summary of Occupancy and Top Tenants 23
Tenant Type Summary 26
Summary of Leasing Activity 27
Lease Expirations 30
Property Details 31

Table of Contents

CORPORATE PROFILE
NYSE: WSR<br><br> <br>Common Shares<br><br> <br><br><br> <br>56 Community Centers<br><br> <br>5.0 million sq. ft. of gross<br><br> <br>leasable area<br><br> <br>1,466 tenants<br><br> <br><br><br> <br>6 Top Growth Markets<br><br> <br>Austin<br><br> <br>Chicago<br><br> <br>Dallas-Fort Worth<br><br> <br>Houston<br><br> <br>Phoenix<br><br> <br>San Antonio<br><br> <br><br><br> <br>Fiscal Year End<br><br> <br>12/31<br><br> <br><br><br> <br>Common Shares &<br><br> <br>Units Outstanding*:<br><br> <br>Common Shares: 49.5 million<br><br> <br>Operating Partnership Units:<br><br> <br>0.7 million Whitestone REIT (NYSE: WSR) is a community-centered shopping center REIT that acquires, owns, manages, develops and redevelops high-quality open-air neighborhood centers primarily in the largest, fastest-growing and 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 has consistently paid a monthly dividend for more than 15 years.  The Company’s balanced and well-managed capital structure provides stability and flexibility to support it through a multitude of economic cycles.<br><br> <br><br><br> <br>We invest in properties that are or can become Community Centered Properties® from which our tenants deliver needed services to the surrounding population. We focus on properties with smaller rental spaces that present opportunities for attractive returns.<br><br> <br><br><br> <br>Our strategic efforts target entrepreneurial, service-oriented tenants at each property who provide services to their respective surrounding communities. Operations include an internal management structure providing cost-effective services to locally-oriented, smaller space tenants. Multi-cultural community focus sets us apart from traditional commercial real estate operators. We value diversity on our team and maintain in-house leasing, property management, marketing, construction, and maintenance departments with culturally diverse and multi-lingual associates who understand the particular needs of our tenants and neighborhoods.<br><br> <br><br><br> <br>We have a diverse tenant base concentrated on service offerings such as specialty retail, grocery, restaurants, medical, educational and financial services, and entertainment. These tenants tend to occupy smaller spaces (less than 10,000 square feet) and, as of June 30, 2023, provided a 91% premium rental rate compared to our larger space tenants. The largest of our 1,466 tenants at our wholly owned properties comprised only 2.2% of our revenues for the three months ended June 30, 2023.
Distribution (per share / unit)*:
--- --- --- ---
Quarter: 0.12
Annualized: 0.48
Dividend Yield: 4.68%**
Board of Trustees:
David F. Taylor
Nandita V. Berry
Julia B. Buthman
Amy S. Feng Colliers JMP Securities Maxim Group
David K. Holeman David Toti Mitchell Germain Michael Diana
Jeffrey A. Jones 917.903.9407 212.906.3537 212.895.3641
david.toti@colliers.com mgermain@jmpsecurities.com mdiana@maximgrp.com
* As of July 28, 2023
** Based on common share price
of 10.25 as of close of market on
July 28, 2023.

All values are in US Dollars.

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WHITESTONE REIT

REPORTS SECOND QUARTER 2023 RESULTS

Houston, Texas, August 1, 2023 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the second quarter of 2023. 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 a very strong quarter operationally, with GAAP leasing spreads of 32.2% on new leases and 16.2% on renewal leases, revenue increasing by 4.2% and occupancy rising to 93.3%.  This extends our track record to 5 consecutive quarters with over 17% increases in combined GAAP leases spreads.  Litigation expenses reduced FFO per share for the quarter by approximately $0.03.  Our revision to full year FFO guidance reflects litigation expense projections for the balance of the year.”

–    Dave Holeman, Chief Executive Officer

Second Quarter 2023 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 $36.5 million versus $35.0 million for the second quarter of 2022.
Net Income attributable to common shareholders of $11.3 million, or $0.22 per diluted share, versus $4.3 million, or $0.09 per diluted share for the second quarter of 2022. The increase was primarily the result of the gain on sale of properties and higher property net operating income, partially offset by higher litigation and interest expenses.
--- ---
Funds from Operations (“FFO”) per diluted share of $0.21 versus $0.25 for the second quarter of 2022. The decrease was primarily the result of higher litigation and interest expenses, offset partially by increased property net operating income.
--- ---
EBITDAre remained steady at $19.2 million for both quarters ending June 2023 and 2022.
--- ---
Same-Store Net Operating Income (“NOI”) grew 0.4% to $22.6 million versus 22.5 million for the second quarter of 2022. Whitestone is reiterating the 2.5% - 4.5% 2023 Same Store NOI growth guidance primarily because of visibility on leases already in place.
--- ---
Net Effective Annual Base Rental Revenue per leased square foot was up 4.9% to $22.78, compared to the prior year quarter.
--- ---

Operating Results

For the three month periods ending June 30, 2023 and 2022, the Company’s operating highlights were as follows:

Second Quarter 2023 Second Quarter 2022
Occupancy:
Wholly Owned Properties – All 93.3% 91.5%
>10,000 Sq Ft Occupancy 96.9% 95.5%
≤ 10,000 Sq Ft Occupancy 91.2% 89.2%
Same Store Property Net Operating Income Change 0.4% 8.0%
Rental Rate Growth - Total (GAAP Basis): 18.7% 17.4%
New Leases 32.2% 15.6%
Renewal Leases 16.2% 17.6%
Leasing Transactions:
Number of New Leases 27 34
New Leases - Lease Term Revenue (millions) $12.0 $13.0
Number of Renewal Leases 58 56
Renewal Leases - Lease Term Revenue (millions) $14.5 $16.1

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Balance Sheet and Debt Metrics

As of June 30, 2023, Whitestone had total debt of $650.5 million, along with capacity and availability of $98.5 million each under its $250 million revolving credit facility.
As of June 30, 2023, the Company has undepreciated real estate assets of $1.2 billion.
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Dividend

On May 16, 2023, the Company declared a quarterly cash distribution of $0.12 per common share and OP unit for the third quarter of 2023, to be paid in three equal installments of $0.04 in July, August, and September of 2023.

2023 Full Year Guidance

The Company has updated its 2023 full-year guidance for net income attributable to Whitestone REIT and FFO per share to include the impact of the second quarter operating results and higher estimated litigation costs. The guidance update is as follows:

2023 Revised Guidance 2023 Original Guidance
(unaudited, amounts in thousands except per share and percentages)
Net income attributable to Whitestone REIT $21,500 - $23,600 $14,400 - $16,500
FFO (1) $45,750 - $47,850 $48,300 - $50,400
Net income attributable to Whitestone REIT per share $0.43 - $0.47 $0.29 - $0.33
FFO per diluted share and OP Unit (1) $0.90 - $0.94 $0.95 - $0.99
Key Drivers:
Same store net operating income growth (2) 2.5% - 4.5% 2.5% – 4.5%
Bad debt as a percentage of revenue 0.75% - 1.50% 0.75% – 1.50%
General and administrative expense $20,200 - $20,700 $19,200 - $19,700
Deficit in earnings of real estate partnership $ (1,400) - $ (1,600) $0
Gain on sale of properties $9,621 $0
Interest expense $31,700 - $33,200 $31,700 - $33,200
Ending occupancy 93.5% - 94.5% 93.5% - 94.5%
Net Debt to EBITDAre Ratio (3) 7.7X - 7.3X 7.3X - 6.9X
^(1)^ For the reconciliation of forward-looking non-GAAP financial measure to the comparable GAAP financial measure, see the “FFO per diluted share and OP unit” reconciliation table.
--- ---
^(2)^ Excludes straight-line rent, amortization of above/below market rates and lease termination fees for both periods.
--- ---
^(3)^ Fourth quarter annualized EBITDAre.
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Portfolio Statistics

As of June 30, 2023, Whitestone wholly owned 56 Community-Centered Properties™ with 5.0 million square feet of gross leasable area (“GLA”). Five of the 56 Community-Centered Properties™ are land parcels held for future development. The portfolio is comprised of 29 properties in Texas, 26 in Arizona and 1 in Illinois. Whitestone’s Community-Centered Properties^TM^ are located in the MSA's of Austin (5), Chicago (1), Dallas-Fort Worth (9), Houston (12), Phoenix (26), 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 eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.

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At the end of the second quarter, the Company’s diversified tenant base was comprised of 1,466 tenants, with the largest tenant accounting for only 2.2% 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, August 2, 2023, at 8:00 A.M Eastern Time / 7:00 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: 1-877-407-0784
Dial-in number for international participants: 1-201-689-8560

The conference call will be recorded, and a telephone replay will be available through Wednesday, August 16, 2023. 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): 13734725

Supplemental Financial Information

The second 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 REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit www.whitestonereit.com.

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Forward-Looking Statements

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

Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in Texas or Arizona, Houston and Phoenix in particular, including the potential impact of public health emergencies, such as 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, including as a result of inflation operating costs or general and administrative expenses; our current geographic concentration in the Houston and Phoenix metropolitan area makes us susceptible to local economic downturns, natural disasters, such as floods and hurricanes, which may increase as a result of climate change, increasing focus by stakeholders on environmental, social, and governance matters, financial institution disruption; 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; harm to our reputation, ability to do business and results of operations as a result of improper conduct by our employees, agents or business partners; 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; geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine; the need to fund tenant improvements or other capital expenditures out of operating cash flow; the extent to which our estimates regarding Pillarstone REIT Operating Partnership LP's financial condition and results of operations differ from actual results; 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 an alternative to net income or other measurements under GAAP as indicators of operating performance or to cash flows from operating, investing or financing activities as measures of liquidity. EBITDAre does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness.

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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 excludes general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets, and includes NOI of real estate partnership (pro rata) and net income attributable to noncontrolling interest, it provides a performance measure that, when compared year-over-year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. We use NOI to evaluate our operating performance since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, lease rates and tenant base have on our results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about our property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of our overall financial performance since it does not reflect the level of capital expenditure and leasing costs necessary to maintain the operating performance of our properties, including general and administrative expenses, depreciation and amortization, equity or deficit in earnings of real estate partnership, interest expense, interest, dividend and other investment income, provision for income taxes, gain on sale of property from discontinued operations, management fee (net of related expenses) and gain or loss on sale or disposition of assets.

Same Store NOI: Management believes that Same Store NOI is a useful measure of the Company’s property operating performance because it includes only the properties that have been owned for the entire period being compared, and 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 net of insurance financing 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

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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31, 2022
--- --- --- --- --- ---
ASSETS
Real estate assets, at cost
Property 1,224,195 $ 1,199,041
Accumulated depreciation (218,007 ) (208,286 )
Total real estate assets 1,006,188 990,755
Investment in real estate partnership 33,574 34,826
Cash and cash equivalents 2,927 6,166
Restricted cash 122 189
Escrows and acquisition deposits 22,292 12,827
Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) 27,027 25,570
Receivable due from related party 1,436 1,377
Unamortized lease commissions, legal fees and loan costs 12,854 12,697
Prepaid expenses and other assets(2) 11,945 7,838
Finance lease right-of-use assets 10,471 10,522
Total assets 1,128,836 $ 1,102,767
LIABILITIES AND EQUITY
Liabilities:
Notes payable 650,024 $ 625,427
Accounts payable and accrued expenses(3) 30,571 36,154
Payable due to related party 1,577 1,561
Tenants' security deposits 8,403 8,428
Dividends and distributions payable 6,020 6,008
Finance lease liabilities 729 735
Total liabilities 697,324 678,313
Commitments and contingencies:
Equity:
Preferred shares, 0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022
Common shares, 0.001 par value per share; 400,000,000 shares authorized; 49,519,919 and 49,422,716 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 50 49
Additional paid-in capital 626,022 624,785
Accumulated deficit (209,087 ) (212,366 )
Accumulated other comprehensive income 8,453 5,980
Total Whitestone REIT shareholders' equity 425,438 418,448
Noncontrolling interest in subsidiary 6,074 6,006
Total equity 431,512 424,454
Total liabilities and equity 1,128,836 $ 1,102,767

All values are in US Dollars.

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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, 2023 December 31, 2022
--- --- --- --- --- --- ---
^(1)^ Accrued rents and accounts receivable, net of allowance for doubtful accounts
Tenant receivables $ 16,889 $ 16,828
Accrued rents and other recoveries 22,741 22,103
Allowance for doubtful accounts (13,729 ) (13,822 )
Other receivables 1,126 461
Total accrued rents and accounts receivable, net of allowance for doubtful accounts $ 27,027 $ 25,570
^(2)^ Operating lease right of use assets (net) $ 93 $ 124
^(3)^ Operating lease liabilities $ 98 $ 129

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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
Revenues **** **** **** ****
Rental^(1)^ $ 36,241 $ 34,663 $ 71,738 $ 68,471
Management, transaction, and other fees 219 334 573 649
Total revenues 36,460 34,997 72,311 69,120
Operating expenses **** **** **** ****
Depreciation and amortization 8,360 7,862 16,206 15,772
Operating and maintenance 6,899 6,211 12,985 11,936
Real estate taxes 4,767 4,987 9,475 9,354
General and administrative 5,175 5,182 10,259 8,231
Total operating expenses 25,201 24,242 48,925 45,293
Other expenses (income) **** **** **** ****
Interest expense 8,260 6,234 16,163 12,295
Gain on sale of properties (9,621 ) (9,621 )
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
Interest, dividend and other investment income (18 ) (16 ) (38 ) (30 )
Total other expenses (income) (1,365 ) 6,208 6,524 12,270
Income before equity investment in real estate partnership and income tax 12,624 4,547 16,862 11,557
Equity (deficit) in earnings of real estate partnership (1,034 ) (41 ) (1,252 ) 239
Provision for income tax (125 ) (100 ) (244 ) (201 )
Net Income 11,465 4,406 15,366 11,595
Less: Net income attributable to noncontrolling interests 159 68 213 179
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416

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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
Basic Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.23 $ 0.09 $ 0.31 $ 0.23
Diluted Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.22 $ 0.09 $ 0.30 $ 0.23
Weighted average number of common shares outstanding:
Basic 49,426 49,147 49,425 49,147
Diluted 50,259 50,047 50,262 50,177
Consolidated Statements of Comprehensive Income
Net income $ 11,465 $ 4,406 $ 15,366 $ 11,595
Other comprehensive income
Unrealized gain on cash flow hedging activities 7,095 2,675 2,508 8,661
Comprehensive income 18,560 7,081 17,874 20,256
Less: Net income attributable to noncontrolling interests 159 68 213 179
Less: Comprehensive income attributable to noncontrolling interests 99 41 35 133
Comprehensive income attributable to Whitestone REIT $ 18,302 $ 6,972 $ 17,626 $ 19,944

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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
^(1)^ Rental
Rental revenues $ 26,519 $ 24,935 $ 52,259 $ 49,779
Recoveries 9,955 9,603 20,036 18,940
Bad debt (233 ) 125 (557 ) (248 )
Total rental $ 36,241 $ 34,663 $ 71,738 $ 68,471

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Whitestone REIT and Subsidiaries<br><br> <br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br> <br>(in thousands)
Six Months Ended June 30,
--- --- --- --- --- --- ---
2023 2022
Cash flows from operating activities: **** ****
Net income $ 15,366 $ 11,595
Adjustments to reconcile net income to net cash provided by operating activities: **** ****
Depreciation and amortization 16,206 15,772
Amortization of deferred loan costs 550 548
Gain on sale of properties (9,621 )
Loss on disposal of assets 20 5
Bad debt 557 247
Share-based compensation 1,480 (630 )
(Equity) deficit in earnings of real estate partnership 1,252 (239 )
Amortization of right-of-use assets - finance leases 51
Changes in operating assets and liabilities:
Escrows and acquisition deposits 3,982 651
Accrued rents and accounts receivable (2,014 ) (997 )
Receivable due from related party (59 ) (373 )
Unamortized lease commissions, legal fees and loan costs (1,894 ) (1,402 )
Prepaid expenses and other assets 1,430 708
Accounts payable and accrued expenses (5,586 ) (8,254 )
Payable due to related party 16 438
Tenants' security deposits (25 ) 244
Net cash provided by operating activities 21,711 18,313
Cash flows from investing activities: **** ****
Acquisitions of real estate (25,455 )
Additions to real estate (8,771 ) (7,196 )
Proceeds from sales of properties 13,447
Reverse 1031 exchange (13,447 )
Net cash used in investing activities (34,226 ) (7,196 )
Cash flows from financing activities: **** ****
Distributions paid to common shareholders (11,826 ) (11,148 )
Distributions paid to OP unit holders (166 ) (175 )
Net proceeds from (payments of) credit facility 48,000 (5,000 )
Repayments of notes payable (26,504 ) (1,782 )
Repurchase of common shares (289 ) (278 )
Payment of finance lease liability (6 )
Net cash provided by (used in) financing activities 9,209 (18,383 )
Net decrease in cash, cash equivalents and restricted cash (3,306 ) (7,266 )
Cash, cash equivalents and restricted cash at beginning of period 6,355 15,914
Cash, cash equivalents and restricted cash at end of period ^(1)^ $ 3,049 $ 8,648
^(1)^ For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below.
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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(in thousands)
Six Months Ended June 30,
--- --- --- --- ---
2023 2022
Supplemental disclosure of cash flow information:
Cash paid for interest $ 15,219 $ 11,790
Cash paid for taxes $ 435 $ 366
Non cash investing and financing activities:
Disposal of fully depreciated real estate $ 864 $ 25
Financed insurance premiums $ 3,002 $ 1,846
Value of shares issued under dividend reinvestment plan $ 36 $ 32
Value of common shares exchanged for OP units $ 11 $ 8
Change in fair value of cash flow hedge $ 2,508 $ 8,661
June 30,
--- --- --- --- ---
2023 2022
Cash, cash equivalents and restricted cash
Cash and cash equivalents $ 2,927 $ 8,464
Restricted cash 122 184
Total cash, cash equivalents and restricted cash $ 3,049 $ 8,648

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Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
FFO (NAREIT) **** **** ****
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416
Adjustments to reconcile to FFO:^(1)^
Depreciation and amortization of real estate assets 8,318 7,820 16,123 15,688
Depreciation and amortization of real estate assets of real estate partnership (pro rata) ^(2)^ 403 412 806 806
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
Gain on sale of properties (9,621 ) (9,621 )
Net income attributable to noncontrolling interests 159 68 213 179
FFO (NAREIT) $ 10,579 $ 12,628 $ 22,694 $ 28,094
FFO PER SHARE AND OP UNIT CALCULATION **** **** ****
Numerator:
FFO $ 10,579 $ 12,628 $ 22,694 $ 28,094
Denominator:
Weighted average number of total common shares - basic 49,426 49,147 49,425 49,147
Weighted average number of total noncontrolling OP units - basic 694 770 694 770
Weighted average number of total common shares and noncontrolling OP units - basic 50,120 49,917 50,119 49,917
Effect of dilutive securities:
Unvested restricted shares 833 900 837 1,030
Weighted average number of total common shares and noncontrolling OP units - diluted 50,953 50,817 50,956 50,947
FFO per common share and OP unit - basic $ 0.21 $ 0.25 $ 0.45 $ 0.56
FFO per common share and OP unit - diluted $ 0.21 $ 0.25 $ 0.45 $ 0.55
^(1)^ Includes pro-rata share attributable to real estate partnership.
--- ---
^(2)^ We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated depreciation and amortization of real estate assets based on the information available to us at the time of this Report.
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Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
PROPERTY NET OPERATING INCOME **** **** **** ****
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416
General and administrative expenses 5,175 5,182 10,259 8,231
Depreciation and amortization 8,360 7,862 16,206 15,772
(Equity) deficit in earnings of real estate partnership ^(1)^ 1,034 41 1,252 (239 )
Interest expense 8,260 6,234 16,163 12,295
Interest, dividend and other investment income (18 ) (16 ) (38 ) (30 )
Provision for income taxes 125 100 244 201
Gain on sale of properties (9,621 ) (9,621 )
Management fee, net of related expenses 29 16 81
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
NOI of real estate partnership (pro rata)^(1)^ 668 709 1,216 1,706
Net income attributable to noncontrolling interests 159 68 213 179
NOI $ 25,462 $ 24,537 $ 51,083 $ 49,617
Non-Same Store NOI ^(2)^ (901 ) (694 ) (1,694 ) (1,507 )
NOI of real estate partnership (pro rata) (668 ) (709 ) (1,216 ) (1,706 )
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) 23,893 23,134 48,173 46,404
Same Store straight-line rent adjustments (995 ) (370 ) (1,433 ) (684 )
Same Store amortization of above/below market rents (211 ) (236 ) (429 ) (453 )
Same Store lease termination fees (87 ) (13 ) (301 ) (22 )
Same Store NOI ^(3)^ $ 22,600 $ 22,515 $ 46,010 $ 45,245
^(1)^ We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated (equity) deficit in earnings and pro rata share of NOI of real estate partnership based on the information available to us at the time of this Report.
--- ---
^(2)^ 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 June 30, 2023 to the three months ended June 30, 2022, Non-Same Store includes properties owned before April 1, 2022 and not sold before June 30, 2023, but not included in discontinued operations. For purposes of comparing the six months ended June 30, 2023 to the six months ended June 30, 2022, Non-Same Store includes properties owned before January 1, 2022 and not sold before June 30, 2023, but not included in discontinued operations.
--- ---
^(3)^ We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended June 30, 2023 to the three months ended June 30, 2022, Same Store includes properties owned before April 1, 2022 and not sold before June 30, 2023. For purposes of comparing the six months ended June 30, 2023 to the six months ended June 30, 2022, Same Store includes properties owned before January 1, 2022 and not sold before June 30, 2023. Straight line rent adjustments, above/below market rents, and lease termination fees are excluded.
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Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 2023 2022
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION FOR REAL ESTATE (EBITDAre) **** ****
Net income attributable to Whitestone REIT $ 11,306 $ 4,338 $ 15,153 $ 11,416
Depreciation and amortization 8,360 7,862 16,206 15,772
Interest expense 8,260 6,234 16,163 12,295
Provision for income taxes 125 100 244 201
Net income attributable to noncontrolling interests 159 68 213 179
(Equity) deficit in earnings of real estate partnership (1) 1,034 41 1,252 (239 )
EBITDAre adjustments for real estate partnership ^(1)^ (435 ) 564 (54 ) 1,431
Gain on sale of properties (9,621 ) (9,621 )
(Gain) loss on disposal of assets, net 14 (10 ) 20 5
EBITDAre $ 19,202 $ 19,197 $ 39,576 $ 41,060
^(1)^ We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated (equity) deficit in earnings and EBITDAre adjustments for real estate partnership based on the information available to us at the time of this Report.
--- ---
Whitestone REIT and Subsidiaries
--- --- --- --- --- --- --- --- --- --- ---
RECONCILIATION OF NON-GAAP MEASURES
Original and Revised Full Year Guidance for 2023
(in thousands, except per share and per unit data)
Projected Range Full Year 2023 (Revised) Projected Range Full Year 2023 (Original)
Low High Low High
FFO per diluted share and OP unit **** **** **** **** **** **** **** **** **** ****
Net income attributable to Whitestone REIT $ 21,500 $ 23,600 $ 14,400 $ 16,500
Depreciation and amortization of real estate assets 32,199 32,199 32,228 32,228
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 1,672 1,672 1,672 1,672
Gain on sale of properties (9,621 ) (9,621 )
FFO $ 45,750 $ 47,850 $ 48,300 $ 50,400
Dilutive shares 50,327 50,327 50,327 50,327
OP Units 738 738 738 738
Dilutive share and OP Units 51,065 51,065 51,065 51,065
Net income attributable to Whitestone REIT per diluted share $ 0.43 $ 0.47 $ 0.29 $ 0.33
FFO per diluted share and OP Unit $ 0.90 $ 0.94 $ 0.95 $ 0.99

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Whitestone REIT and Subsidiaries
SAME STORE PROPERTY ANALYSIS
(in thousands)
Three Months Ended June 30, Increase % Increase
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 (Decrease) (Decrease)
Same Store (48 properties excluding development land) **** **** **** ****
Property revenues **** **** **** ****
Rental $ 34,972 $ 33,298 $ 1,674 5 %
Management, transaction and other fees 220 186 34 18 %
Total property revenues 35,192 33,484 1,708 5 %
Property expenses **** **** **** ****
Property operation and maintenance 6,697 5,573 1,124 20 %
Real estate taxes 4,602 4,777 (175 ) (4 )%
Total property expenses 11,299 10,350 949 9 %
Total property revenues less total property expenses 23,893 23,134 759 3 %
Same Store straight-line rent adjustments (995 ) (370 ) (625 ) 169 %
Same Store amortization of above/below market rents (211 ) (236 ) 25 (11 )%
Same Store lease termination fees (87 ) (13 ) (74 ) 569 %
Same Store NOI ^(1)^ $ 22,600 $ 22,515 $ 85 0 %

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

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Whitestone REIT and Subsidiaries
SAME STORE PROPERTY ANALYSIS
(in thousands)
Six Months Ended June 30, Increase % Increase
--- --- --- --- --- --- --- --- --- --- --- --- ---
2023 2022 (Decrease) (Decrease)
Same Store (48 properties excluding development land) **** **** **** ****
Property revenues **** **** **** ****
Rental $ 69,277 $ 65,776 $ 3,501 5 %
Management, transaction and other fees 569 359 210 58 %
Total property revenues 69,846 66,135 3,711 6 %
Property expenses **** **** **** ****
Property operation and maintenance 12,528 10,775 1,753 16 %
Real estate taxes 9,145 8,956 189 2 %
Total property expenses 21,673 19,731 1,942 10 %
Total property revenues less total property expenses 48,173 46,404 1,769 4 %
Same Store straight-line rent adjustments (1,433 ) (684 ) (749 ) 110 %
Same Store amortization of above/below market rents (429 ) (453 ) 24 (5 )%
Same Store lease termination fees (301 ) (22 ) (279 ) 1268 %
Same Store NOI ^(1)^ $ 46,010 $ 45,245 $ 765 2 %

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

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Whitestone REIT and Subsidiaries
OTHER FINANCIAL INFORMATION
(in thousands, except number of properties and employees)
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- --- ---
June 30, June 30,
2023 2022 2023 2022
Other Financial Information: ****
Tenant improvements ^(1) (2)^ $ 1,038 $ 1,264 $ 1,894 $ 2,593
Leasing commissions^(1) (2)^ $ 651 $ 672 $ 1,065 $ 1,269
Maintenance capital ^(1)^ $ 1,908 $ 1,192 $ 3,431 $ 1,739
Scheduled debt principal payments^(1)^ $ 461 $ 457 $ 934 $ 931
Scheduled bond principal payment ^(3)^ $ $ $ 7,143 $
Straight-line rent income^(1)^ $ 751 $ 818 $ 1,326 $ 1,119
Market rent amortization income from acquired leases ^(1)^ $ 210 $ 240 $ 426 $ 463
Non-cash share-based compensation expense^(1)^ $ 800 $ 841 $ 1,629 $ (488 )
Non-real estate depreciation and amortization ^(1)^ $ 41 $ 42 $ 83 $ 84
Amortization of loan fees^(1)^ $ 279 $ 280 $ 561 $ 560
Undepreciated value of unencumbered properties $ 970,058 $ 921,011 $ 970,058 $ 921,011
Number of unencumbered properties 50 53 50 53
Full time employees 77 89 77 89
^(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.
--- ---
(3) Annual bond principal payments for the Series A Notes are scheduled to occur in March of each year, commencing in 2023.
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Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
As of June 30, 2023
--- --- --- --- --- --- --- --- --- ---
MARKET CAPITALIZATION: Percent of Total Equity Total Market Capitalization Percent of Total Market Capitalization
Equity Capitalization: **** **** ****
Common shares outstanding 98.6 % 49,520
Operating partnership units outstanding 1.4 % 694
Total 100.0 % 50,214
Market price of common shares as of June 30, 2023 $ 9.70
Total equity capitalization $ 487,076 43 %
Debt Capitalization: **** **** ****
Outstanding debt $ 650,489
Less: Cash and cash equivalents (2,927 )
Less: Cash in Escrow from Section 1031 Exchange (13,447 )
Total debt capitalization 634,115 57 %
Total Market Capitalization as of June 30, 2023 $ 1,121,191 100 %
SELECTED RATIOS:
---
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
INTEREST COVERAGE RATIO June 30, June 30,
2023 2022 2023 2022
EBITDAre/Interest Expense **** **** **** ****
EBITDAre ^(1)^ $ 19,202 $ 19,197 $ 39,576 $ 41,060
Interest expense 8,260 6,234 16,163 12,295
Pro rata share of interest expense from real estate partnership ^(2)^ 159 161 318 317
Less: amortization of loan fees, including pro rata share from real estate partnership ^(2)^ (278 ) (280 ) (561 ) (560 )
Interest expense, excluding amortization of loan fees 8,141 6,115 15,920 12,052
Ratio of EBITDAre to interest expense 2.4 3.1 2.5 3.4
^(1)^ For a reconciliation of EBITDAre, see previous section “Reconciliation of Non-GAAP Measures.”
--- ---
^(2)^ We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated pro rata share of interest expense and amortization of loan fees based on the information available to us at the time of this Report.
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Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(continued)
(in thousands, except per share amounts and percentages)
LEVERAGE RATIO As of June 30,
--- --- --- --- --- --- ---
2023 2022
Debt/Undepreciated Book Value **** ****
Outstanding debt, net of insurance financing $ 648,855 $ 637,807
Less: Cash (2,927 ) (8,464 )
Less: Cash in Escrow from Section 1031 Exchange (13,447 )
Add: Proportional share of net debt of real estate partnership ^(1)^ 8,685 8,235
Total Net Debt $ 641,166 $ 637,578
Undepreciated real estate assets $ 1,224,195 $ 1,204,029
Add: Proportional share of real estate from unconsolidated partnership ^(1)^ 46,016 46,741
Undepreciated real estate assets $ 1,270,211 $ 1,250,770
Ratio of debt to real estate assets 50 % 51 %
^(1)^ We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated proportional share of net debt and real estate based on the information available to us at the time of this Report.
--- ---
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
June 30, June 30,
2023 2022 2023 2022
Debt/EBITDAre Ratio **** **** **** ****
Outstanding debt, net of insurance financing $ 648,855 $ 637,807 $ 648,855 $ 637,807
Less: Cash (2,927 ) (8,464 ) (2,927 ) (8,464 )
Less: Cash in Escrow from Section 1031 Exchange (13,447 ) (13,447 )
Add: Proportional share of net debt of unconsolidated real estate partnership ^(1)^ 8,685 8,235 8,685 8,235
Total Net Debt $ 641,166 $ 637,578 $ 641,166 $ 637,578
EBITDAre $ 19,202 $ 19,197 $ 39,576 $ 41,060
Effect of partial period acquisitions and dispositions $ 36 $ $ 182 $
Pro forma EBITDAre $ 19,238 $ 19,197 $ 39,758 $ 41,060
Pro forma annualized EBITDAre $ 76,952 $ 76,788 $ 79,516 $ 82,120
Ratio of debt to pro forma EBITDAre 8.3 8.3 8.1 7.8
^(1)^ We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated proportional share of net debt based on the information available to us at the time of this Report.
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Whitestone REIT and Subsidiaries
SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES
TOTAL OUTSTANDING DEBT
(in thousands)
Description December 31, 2022
--- --- --- --- --- ---
Fixed rate notes **** ****
265.0 million, 3.18% plus 1.45% to 2.10% Note, due January 31, 2028 (1) 265,000 $ 265,000
80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000
19.0 million 4.15% Note, due December 1, 2024 17,838 18,016
20.2 million 4.28% Note, due June 6, 2023 17,375
14.0 million 4.34% Note, due September 11, 2024 12,569 12,709
14.3 million 4.34% Note, due September 11, 2024 13,389 13,520
15.1 million 4.99% Note, due January 6, 2024 13,493 13,635
2.6 million 5.46% Note, due October 1, 2023 2,209 2,236
50.0 million, 5.09% Note, due March 22, 2029 42,857 50,000
50.0 million, 5.17% Note, due March 22, 2029 50,000 50,000
3.0 million 6.78% Note, due December 28, 2023 1,634
50.0 million, 3.71% plus 1.50% to 2.10% Note, due September 16, 2026 (2) 50,000
Floating rate notes **** ****
Unsecured line of credit, SOFR plus 1.50% to 2.10%, due September 16, 2026 101,500 103,500
Total notes payable principal 650,489 625,991
Less deferred financing costs, net of accumulated amortization (465 ) (564 )
Total notes payable 650,024 $ 625,427

All values are in US Dollars.

^(1)^ Promissory note that includes an interest rate swap that fixes the SOFR portion of the term loan at an interest rate of 2.16% through October 28, 2022, and 2.76% from October 29, 2022 through January 31, 2024, and 3.32% from February 1, 2024 though January 31, 2028.
^(2)^ A portion of the unsecured line of credit includes an interest rate swap to fix the SOFR portion of the loan at 3.71%.
--- ---
SCHEDULE OF DEBT MATURITIES AS OF JUNE 30, 2023
---
(in thousands)
Year Amount Due
--- --- ---
2023 (remaining) $ 4,701
2024 63,573
2025 17,143
2026 168,643
2027 97,143
Thereafter 299,286
Total $ 650,489

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Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
Gross Leasable Area as of Occupancy % as of
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Community Centered Properties® June 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022
Whitestone 5,036,645 93 % 93 % 94 % 92 %
Unconsolidated real estate partnership ^(1)^ 926,798 54 % 54 % 54 % 54 %

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Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
(continued)
Tenant Name Location Annualized Rental Revenue (in thousands) Percentage of Total Annualized Base Rental Revenues (1) Initial Lease Date Year Expiring
--- --- --- --- --- --- --- --- --- ---
Whole Foods Market Houston $ 2,247 2.2 % 9/3/2014 2035
Albertsons Companies, Inc. ^(2)^ Austin and Phoenix 2,214 2.1 % 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/16 2024, 2025, 2025, 2026 and 2034
Frost Bank Houston 2,027 1.9 % 7/1/2014 2024
Newmark Real Estate of Houston LLC Houston 1,285 1.2 % 10/1/2015 2026
Bashas' Inc. ^(3)^ Phoenix 1,010 1.0 % 10/9/2004 and 4/1/2009 2024 and 2029
Fitness Alliance, LLC Houston 971 0.9 % 11/29/2022 2038
Walgreens & Co. (4) Houston and Phoenix 955 0.9 % 11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996 2027, 2027, 2049 and 2056
Verizon Wireless (5) Houston and Phoenix 951 0.9 % 8/16/1994, 2/1/2004, 1/27/2006 and 5/1/2014 2023, 2024, 2024 and 2038
Alamo Drafthouse Cinema Austin 740 0.7 % 2/1/2012 2031
Dollar Tree ^(6)^ Houston and Phoenix 537 0.5 % 8/10/1999, 6/29/2001, 11/8/2009, and 12/17/2009 2025, 2025, 2026 and 2027
Total Wine Houston 512 0.5 % 11/27/2018 2029
Paul's Ace Hardware Phoenix 490 0.5 % 3/1/2008 2033
Kroger Co. Dallas 483 0.5 % 12/15/2000 2027
Regus Corporation Houston 479 0.5 % 5/23/2014 2025
Capital Area Multispecialty Providers Austin 451 0.4 % 5/23/2014 2025
$ 15,352 14.7 %
^(1)^ Annualized Base Rental Revenues represents the monthly base rent as of June 30, 2023 for each applicable tenant multiplied by 12.
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^(2)^ As of June 30, 2023, we had five 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 1.0% 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 0.3% 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 0.3% 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 June 30, 2023, 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 0.7% of our total annualized base rental revenue.
--- ---
^(4)^ As of June 30, 2023, 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 2027, was $190,000, 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.
--- ---
^(5)^ As of June 30, 2023, 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 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 $140,000, 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 0.7% of our total annualized rental revenue.
--- ---
^(6)^ As of June 30, 2023, we had four 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 November 8, 2009, and is scheduled to expire in 2027, was $156,000, which represents approximately 0.1% of our total annualized base rental revenue.
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Whitestone REIT and Subsidiaries
TENANT TYPE SUMMARY
As of June 30, 2023
% of Leased SF % of ABR
--- --- --- --- --- --- ---
Restaurants & Food Service 19 % 25 %
Salons 7 % 9 %
Grocery 12 % 8 %
Medical & Dental 7 % 8 %
Financial Services 5 % 7 %
General Retail 8 % 5 %
Home Décor And Improvement 7 % 5 %
Fitness 6 % 5 %
Non Retail 4 % 4 %
Apparel 4 % 4 %
Education 4 % 4 %
Local Services 2 % 3 %
Pet Supply & Services 3 % 3 %
Off-Price 4 % 2 %
Wireless 1 % 2 %
Entertainment 2 % 2 %
Pharmacies & Nutritional Supplies 2 % 1 %
Sporting Goods 1 % 1 %
Automotive Supply & Services 1 % 1 %
Postal Services 1 % 1 %
Total 100 % 100 %

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Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- ---
June 30, June 30,
2023 2022 2023 2022
RENEWALS
Number of Leases 58 56 90 112
Total Square Feet ^(1)^ 157,907 177,813 271,306 350,193
Average Square Feet 2,723 3,175 3,015 3,127
Total Lease Value $ 14,547,000 $ 16,105,000 $ 23,563,000 $ 28,829,000
NEW LEASES
Number of Leases 27 34 46 63
Total Square Feet ^(1)^ 63,500 90,581 96,085 134,284
Average Square Feet 2,352 2,664 2,089 2,131
Total Lease Value $ 11,969,000 $ 12,996,000 $ 18,193,000 $ 22,245,000
TOTAL LEASES
Number of Leases 85 90 136 175
Total Square Feet^(1)^ 221,407 268,394 367,391 484,477
Average Square Feet 2,605 2,982 2,701 2,768
Total Lease Value $ 26,516,000 $ 29,101,000 $ 41,756,000 $ 51,074,000
^(1)^ Represents the square footage as the result of new, renewal, expansion and contraction leases.
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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: **** **** ****
2nd Quarter 2023 64 $ 15,875,074 163,565 3.4 $ 650,775 $ 3.98 $ 24.14 $ 22.98 $ 189,535 5.0 % $ 649,707 18.7 %
1st Quarter 2023 36 11,533,259 81,593 4.1 366,167 4.49 29.50 26.03 283,228 13.3 % 429,521 20.8 %
4th Quarter 2022 37 10,526,668 78,997 4.6 470,955 5.96 26.05 22.56 275,730 15.5 % 412,069 23.5 %
3rd Quarter 2022 54 11,342,359 124,407 3.4 385,718 3.10 23.80 21.87 240,427 8.8 % 495,095 19.2 %
Total - 12 months 191 $ 49,277,360 448,562 3.8 $ 1,873,615 $ 4.18 $ 25.36 $ 23.15 $ 988,920 9.5 % $ 1,986,392 20.1 %
Comparable New Leases: **** **** ****
2nd Quarter 2023 15 $ 4,751,300 23,141 6.3 $ 441,186 $ 19.07 $ 27.18 $ 25.84 $ 30,893 5.2 % $ 175,035 32.2 %
1st Quarter 2023 7 3,039,847 10,188 6.8 245,826 24.13 36.39 36.55 (1,707 ) (0.5 )% 32,913 9.5 %
4th Quarter 2022 6 3,190,894 18,125 6.1 304,516 16.80 26.05 23.32 49,431 11.7 % 99,512 24.3 %
3rd Quarter 2022 13 3,496,947 24,745 5.4 139,204 5.63 25.87 25.09 19,221 3.1 % 95,179 16.5 %
Total - 12 months 41 $ 14,478,988 76,199 6.0 $ 1,130,732 $ 14.84 $ 27.71 $ 26.43 $ 97,838 4.9 % $ 402,639 21.5 %
Comparable Renewal Leases: **** **** ****
2nd Quarter 2023 49 $ 11,123,774 140,424 3.0 $ 209,589 $ 1.49 $ 23.64 $ 22.51 $ 158,642 5.0 % $ 474,672 16.2 %
1st Quarter 2023 29 8,493,412 71,405 3.8 120,341 1.69 28.52 24.53 284,935 16.3 % 396,608 23.0 %
4th Quarter 2022 31 7,335,774 60,872 4.1 166,439 2.73 26.05 22.34 226,299 16.6 % 312,557 23.2 %
3rd Quarter 2022 41 7,845,412 99,662 2.9 246,514 2.47 23.29 21.07 221,206 10.5 % 399,916 20.0 %
Total - 12 months 150 $ 34,798,372 372,363 3.3 $ 742,883 $ 2.00 $ 24.88 $ 22.48 $ 891,082 10.6 % $ 1,583,753 19.8 %

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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
2nd Quarter 2023 85 $ 26,516,572 221,407 4.2 $ 1,677,267 $ 7.58 $ 24.02
1st Quarter 2023 51 15,239,286 145,984 3.6 887,737 6.08 21.05
4th Quarter 2022 60 37,209,228 228,780 7.6 5,312,306 23.22 20.95
3rd Quarter 2022 86 28,986,598 219,272 6.4 2,147,231 9.79 22.22
Total - 12 months 282 $ 107,951,684 815,443 5.6 $ 10,024,541 $ 12.29 $ 22.14
New
2nd Quarter 2023 27 $ 11,969,377 63,500 6.6 $ 1,209,554 $ 19.05 $ 23.31
1st Quarter 2023 19 6,223,656 32,585 6.0 749,338 23.00 26.72
4th Quarter 2022 22 27,529,508 145,413 9.8 5,035,709 34.63 17.56
3rd Quarter 2022 35 16,708,083 93,989 9.4 1,605,992 17.09 20.34
Total - 12 months 103 $ 62,430,624 335,487 8.7 $ 8,600,593 $ 25.64 $ 20.32
Renewal
2nd Quarter 2023 58 $ 14,547,195 157,907 3.2 $ 467,713 $ 2.96 $ 24.30
1st Quarter 2023 32 9,015,630 113,399 2.9 138,399 1.22 19.41
4th Quarter 2022 38 9,679,720 83,367 3.7 276,597 3.32 26.84
3rd Quarter 2022 51 12,278,515 125,283 4.0 541,239 4.32 23.63
Total - 12 months 179 $ 45,521,060 479,956 3.4 $ 1,423,948 $ 2.97 $ 23.41
^(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.

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Whitestone REIT and Subsidiaries
LEASE EXPIRATIONS ^(1)^
**** Annualized Base Rent^(2)^
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Gross Leasable Area as of June 30, 2023
Year Number of Leases Square Feet Percent of Gross Leasable Area Amount (in thousands) Percent of Total Per Square Foot
2023 315 451,519 9.0 % $ 8,610 8.3 % $ 19.07
2024 254 820,475 16.3 % 17,607 16.9 % 21.46
2025 230 810,681 16.1 % 16,460 15.8 % 20.30
2026 176 552,719 11.0 % 12,684 12.2 % 22.95
2027 171 602,896 12.0 % 14,214 13.6 % 23.58
2028 138 474,817 9.4 % 11,124 10.7 % 23.43
2029 44 240,498 4.8 % 5,149 4.9 % 21.41
2030 35 107,281 2.1 % 3,334 3.2 % 31.08
2031 26 127,536 2.5 % 3,553 3.4 % 27.86
2032 31 148,511 2.9 % 3,505 3.4 % 23.60
Total 1,420 4,336,933 86.1 % $ 96,240 92.3 % $ 22.19
^(1)^ Lease expirations table reflects rents in place as of June 30, 2023, and does not include option periods.
--- ---
^(2)^ Annualized Base Rent represents the monthly base rent as of June 30, 2023 for each tenant multiplied by 12.
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Whitestone REIT and Subsidiaries
Property Details
As of June 30, 2023
Year Built/ Gross Leasable Percent Occupied at Annualized Base Rental Revenue Average Base Rental Revenue Per Average Net Effective Annual Base Rent Per Leased
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Community Name Location Renovated Square Feet 6/30/2023 (in thousands) (1) Sq. Ft. (2) Sq. Ft.(3)
Whitestone Properties: ****
Ahwatukee Plaza Phoenix 1979 72,650 79 % $ 761 $ 13.26 $ 17.41
Anderson Arbor Austin 2001 89,746 99 % 2,021 22.75 24.74
Anthem Marketplace Phoenix 2000 113,293 96 % 1,666 15.32 14.96
Anthem Marketplace Phase II Phoenix 2019 6,853 100 % 248 36.19 33.85
Arcadia Towne Center Phoenix 1966 69,503 100 % 1,762 25.35 26.29
BLVD Place Houston 2014 216,944 99 % 9,557 44.50 45.20
The Citadel Phoenix 2013 28,547 99 % 580 20.52 20.95
City View Village San Antonio 2005 17,870 100 % 576 32.23 31.28
Dana Park Pad Phoenix 2002 12,000 100 % 324 27.00 29.25
Davenport Village Austin 1999 128,934 99 % 3,719 29.14 26.57
Eldorado Plaza Dallas 2004 219,287 99 % 3,537 16.29 15.91
Fountain Hills Phoenix 2009 111,289 93 % 1,718 16.60 16.66
Fountain Square Phoenix 1986 118,209 91 % 1,956 18.18 17.54
Fulton Ranch Towne Center Phoenix 2005 120,575 88 % 2,206 20.79 20.26
Gilbert Tuscany Village Phoenix 2009 49,415 100 % 1,128 22.83 23.70
Heritage Dallas 2006 70,431 98 % 1,693 24.53 25.31
HQ Village Dallas 2009 89,134 97 % 2,750 31.81 32.05
Keller Place Dallas 2001 93,541 96 % 1,063 11.84 11.58
Kempwood Plaza Houston 1974 91,302 100 % 1,389 15.21 14.86
La Mirada Phoenix 1997 147,209 95 % 3,543 25.33 24.51
Lake Woodlands Crossing Houston 2018 60,246 94 % 1,745 30.81 35.40
Lakeside Market Dallas 2000 162,649 92 % 3,899 26.06 26.54
Las Colinas Dallas 2000 104,919 95 % 3,031 30.41 31.91
Lion Square Houston 1980 117,592 98 % 1,971 17.10 18.91
The MarketPlace at Central Phoenix 2012 111,130 98 % 1,136 10.43 9.49
Market Street at DC Ranch Phoenix 2003 244,888 96 % 5,306 22.57 24.03
Mercado at Scottsdale Ranch Phoenix 1987 118,730 92 % 1,896 17.36 17.70
Paradise Plaza Phoenix 1983 125,898 92 % 1,695 14.63 14.42
Parkside Village North Austin 2005 27,045 100 % 903 33.39 31.87
Parkside Village South Austin 2012 90,101 96 % 2,480 28.67 28.71
Pinnacle of Scottsdale Phoenix 1991 113,108 97 % 2,637 24.04 24.31
Pinnacle Phase II Phoenix 2017 27,063 100 % 808 29.86 30.41
The Promenade at Fulton Ranch Phoenix 2007 98,792 84 % 1,319 15.89 17.14
Providence Houston 1980 90,327 91 % 1,089 13.25 13.15
Quinlan Crossing Austin 2012 109,892 96 % 2,667 25.28 25.84
Seville Phoenix 1990 90,042 91 % 2,900 35.39 37.21
Shaver Houston 1978 21,926 100 % 377 17.19 17.92
Shops at Pecos Ranch Phoenix 2009 78,767 93 % 1,863 25.43 26.16
Shops at Starwood Dallas 2006 55,385 97 % 1,796 33.43 32.89
The Shops at Williams Trace Houston 1985 132,991 95 % 2,289 18.12 18.81
Spoerlein Commons Chicago 1987 41,455 96 % 712 17.89 18.37
Starwood Phase II Dallas 2016 35,351 92 % 1,250 38.43 36.22
The Strand at Huebner Oaks San Antonio 2000 73,920 99 % 1,837 25.10 24.34
SugarPark Plaza Houston 1974 95,032 97 % 1,422 15.43 14.72
Sunset at Pinnacle Peak Phoenix 2000 41,530 93 % 852 22.06 22.81
Terravita Marketplace Phoenix 1997 102,733 97 % 1,476 14.81 15.66
Town Park Houston 1978 43,526 100 % 1,091 25.07 25.71
Village Square at Dana Park Phoenix 2009 323,026 85 % 6,424 23.12 23.27

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Whitestone REIT and Subsidiaries
Property Details
As of June 30, 2023
Year Built/ Gross Leasable Percent Occupied at Annualized Base Rental Revenue Average Base Rental Revenue Per Average Net Effective Annual Base Rent Per Leased
--- --- --- --- --- --- --- --- --- --- --- --- ---
Community Name Location Renovated Square Feet 6/30/2023 (in thousands) (1) Sq. Ft. (2) Sq. Ft.(3)
Williams Trace Plaza Houston 1983 129,222 89 % 2,456 21.36 29.67
Windsor Park San Antonio 2012 196,458 85 % 1,724 10.32 10.85
Woodlake Plaza Houston 1974 106,169 58 % 1,057 17.17 16.52
Total/Weighted Average - Whitestone Properties 5,036,645 93 % 104,305 22.27 22.78
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 ^(4)^ %
Grand Total/Weighted Average - Whitestone Properties 5,036,645 93 % $ 104,305 $ 22.27 $ 22.78
Properties owned in Unconsolidated Real Estate Partnership (81.4% ownership)^(5)^: ****
9101 LBJ Freeway Dallas 1985 125,874 45 % $ 1,194 $ 18.97 $ 18.43
Corporate Park Northwest Houston 1981 174,359 73 % 1,805 14.18 14.02
Corporate Park Woodland II Houston 2000 14,344 83 % 201 16.88 17.22
Holly Hall Industrial Park Houston 1980 90,000 67 % 394 7.68 7.56
Holly Knight Houston 1984 20,015 70 % 384 22.31 21.84
Interstate 10 Warehouse Houston 1980 151,000 6 % 68 7.51 7.51
Uptown Tower Dallas 1982 253,981 56 % 3,854 24.47 23.97
Westgate Service Center Houston 1984 97,225 83 % 700 8.67 8.19
Total/Weighted Average - Unconsolidated Properties 926,798 54 % $ 8,600 $ 16.57 $ 16.22
^(1)^ Calculated as the tenant’s actual June 30, 2023 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of June 30, 2023. 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 June 30, 2023 equaled approximately $266,814 for the month ended June 30, 2023.
--- ---
^(2)^ Calculated as annualized base rent divided by leased square feet as of June 30, 2023.
--- ---
^(3)^ Represents (i) the contractual base rent for leases in place as of June 30, 2023, 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 June 30, 2023.
--- ---
^(4)^ As of June 30, 2023, these parcels of land were held for development and, therefore, had no gross leasable area.
--- ---
^(5)^ We rely on reporting provided to us by our third-party partners for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of June 30, 2023 have not been made available to us, we have estimated annualized base rental revenue and average net effective annual base rent based on the information available to us at the time of this Report.
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