8-K

Whitestone REIT (WSR)

8-K 2020-02-26 For: 2020-02-26
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): February 26, 2020

Whitestone REIT

(Exact name of registrant as specified in charter)

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

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


Item 2.02 Results of Operations and Financial Condition.

On February 26, 2020, Whitestone REIT (the “Company”) announced its financial results for the three and twelve months ended December 31, 2019. A copy of the Company’s February 26, 2020 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 February 26, 2020.

99.2    Quarterly Supplemental Operating and Financial Data Package for Whitestone REIT for the three and twelve months ended December 31, 2019.


EXHIBIT INDEX

99.1 Press release of Whitestone REIT, dated February 26, 2020.
99.2 Quarterly Supplemental Operating and Financial Data for Whitestone REIT for the three and twelve months ended December 31, 2019.

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: February 26, 2020 By: /s/ David K. Holeman
Name: David K. Holeman<br><br>Title:   Chief Financial Officer
		Exhibit

Whitestone REIT

Reports Fourth Quarter and Full Year 2019 Results

-Net Income Per Diluted Share Attributable to Whitestone REIT of $0.37 for the Fourth Quarter and $0.57 for the Full Year-

-Grew Same Store Net Operating Income (“NOI”) by 4.7% for the Fourth Quarter Compared to the Same Period in 2018, and 2.4% for the Full Year 2019-

-Provides 2020 Guidance-

Houston, Texas, February 26, 2020 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the quarter and year ended December 31, 2019. Whitestone is a pure-play community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality “e-commerce resistant” neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provide daily necessities, needed services and entertainment to the respective communities which are not readily available online.

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

Fourth Quarter and Full Year Operating and Financial Highlights:

Full Year 2019 funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), was $0.90 per share compared to $0.94 in 2018;
Fourth Quarter Funds from Operations Core (“FFO Core”) was $0.26 per share compared to $0.27 per share in the prior year quarter;
--- ---
Full Year FFO Core was $1.06 per share compared to $1.16 per share in 2018;
--- ---
Rental rates on new and renewal leases signed in 2019 increased 9.6% and 10.2%, respectively, on a GAAP basis;
--- ---
Annualized Base Rent per leased square foot grew to $19.77 from $19.35;
--- ---
Acquired Las Colinas Village in Irving, Texas for $34.8 Million;
--- ---
The sale of three properties owned through an investment in Pillarstone REIT Operating Partnership, L.P. ("Pillarstone OP") in the fourth quarter of 2019; and
--- ---
Net Debt to EBITDA, adjusted improved to 8.6 times from 8.7 times in the fourth quarter of 2018.
--- ---

“We continued to show strong underlying fundamentals in 2019 as we grew same store NOI by 4.7% in the fourth quarter and 2.4% for the full year,” commented Jim Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT. “We also made significant progress increasing rental rates, realizing significant income from equity investment as a result of gains on Pillarstone OP asset dispositions, scaling our G&A and making progress on our capital structure.”

Mr. Mastandrea concluded, “We are pleased with our acquisition of Las Colinas Village in Irving, Texas in the fourth quarter, and look forward to growing the portfolio and cashflow in the years ahead. Our high-quality properties in high growth markets coupled with our ‘e-commerce resistant’, service-based business model, will continue to result in long-term value creation for all our stakeholders. This is evidenced in our long term, industry-leading Total Shareholder Returns, which rank us number one of the U.S. public shopping center REITs over a three-year timeframe, and number two over a five-year timeframe.”

Financial Results

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

The Company reported Net Income attributable to Whitestone REIT of $15.8 million, or $0.37 per share for the fourth quarter of 2019, compared to $8.5 million, or $0.21 per share for the same period in 2018. For the year, Net Income attributable to Whitestone REIT was $23.7 million, or $0.57 per share, for 2019 compared to $21.4 million or $0.52 per share for 2018.

FFO was $8.9 million, or $0.21 per share for the fourth quarter of 2019, compared to $9.5 million, or $0.23 per share for the same period in 2018. For the year, FFO was $38.0 million, or $0.90 per share in 2019, compared to $39.4 million, or $0.94 per share in 2018.

1


FFO Core was $11.1 million, or $0.26 per share in the fourth quarter of 2019, compared to $11.4 million, or $0.27 per share in the same period of 2018. For the year, FFO Core was $44.9 million, or $1.06 per share compared to $48.8 million or $1.16 per share in 2018.

Operating Results

For the periods ending December 31, 2019, the Company’s operating highlights were as follows:

Q4-2019 YTD 2019
Occupancy:
Wholly Owned Properties 90.3% 90.3%
Same Store Property Net Operating Income Growth^(1)^ 4.7% 2.4%
Rental Rate Growth - Total (GAAP Basis): 14.4% 10.1%
New Leases 50.0% 9.6%
Renewal Leases 13.3% 10.2%
Leasing Transactions:
Number of New Leases 21 109
New Leases - Annualized Revenue (millions) $4.7 $28.2
Number of Renewal Leases 55 208
Renewal Leases - Annualized Revenue (millions) $22.7 $59.8

^(1)^Excludes straight-line rent, amortization of above/below market rates and lease termination fees in both periods.

Real Estate Portfolio Update

Community Centered Properties^TM^ Portfolio Statistics:

As of December 31, 2019, Whitestone wholly owned 58 Community Centered Properties^TM^ with 5.0 million square feet of gross leasable area ("GLA"). Five of the 58 Community Centered Properties^TM^ are land parcels held for future development. The portfolio is comprised of 30 properties in Texas, 27 in Arizona and one in Illinois. Whitestone’s Retail Community Centered Properties^TM^ are located in Austin (4), San Antonio (3), Chicago (1), Dallas-Fort Worth (8), Houston (15) and the greater Phoenix metropolitan area (27). In addition to being business friendly, these are six of the top markets in the country in terms of size, economic strength and population growth. 2017 estimates show the projected 5-year population growth rates for both Austin and Dallas-Fort Worth to be 9.7%, San Antonio to be 8.6%, Houston to be 8.0%, and Phoenix to be 6.6% ^(1)^. The Company’s retail properties in these markets are generally located on the best retail corners embedded in affluent communities. The Company also owns an 81.4% equity interest in and manages eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.

At the end of the fourth quarter, the Company’s diversified tenant base was comprised of approximately 1,400 tenants, with the largest tenant accounting for only 2.9% of annualized base rental revenues. Lease terms range from less than one year for smaller tenants to over 15 years for larger tenants. Whitestone’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.

Acquisition Activity and Disposition Activity:

In December 2019, the Company acquired Las Colinas Village, a Community Centered Property,^®^ for $34.8 million in cash and net prorations. Las Colinas, a 104,919 square foot property, was 86% leased at the time of purchase.

In October 2019, Pillarstone OP, through an indirect wholly owned subsidiary, Whitestone Industrial-Office, LLC, sold a portfolio of three properties in Houston, Texas to an unaffiliated third party for $39.7 million in cash. The Company owns 81.4% of Pillarstone OP, accounts for its ownership under the equity method and which includes a gain on the sale of $13.8 million in the fourth quarter in equity in earnings of real estate partnership. Pillarstone OP used the net proceeds, after customary closing deductions, to pay off mortgage debt, and distributed approximately $11 million to Whitestone inclusive of repayment of debt.

^(1)^ Source: Claritas, as of April 2017.

2


Balance Sheet and Liquidity

Reflecting the Company’s acquisition and disposition activity during the year and selective development and redevelopment, undepreciated real estate assets grew $47.7 million to $1.1 billion at December 31, 2019.

At December 31, 2019, 50 of the Company’s wholly owned 58 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $802.5 million. At December 31, 2019, the Company had total real estate debt, net of cash, of $630.4 million, of which approximately 85% was subject to fixed interest rates. The Company’s weighted average interest rate on all fixed rate debt as of the end of the fourth quarter was 4.1% and the weighted average remaining term was 5.3 years.

At fourth quarter end, Whitestone had $15.5 million of cash available on its balance sheet and $140.5 million of available capacity under its credit facility.

Dividend

On December 18, 2019, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the first quarter of 2020, to be paid in three equal installments of $0.095 in January, February, and March of 2020.

2020 Guidance

The Company’s outlook for 2020 is as follows:

2020 Guidance
Net income attributable to Whitestone REIT (per share) $0.20 - $0.24
NAREIT FFO (per share) $0.87 - $0.91
FFO Core $1.05 - $1.09
Same Store NOI growth^(2)^ 1.0% - 3.0%

The following table outlines the key factors impacting 2020 FFO and FFO Core ranges, and accounts for the difference from the Company's 2019 reported FFO and FFO Core:

FFO FFO Core
Low High Low High
Actual - 2019 $0.90 $0.90 $1.06 $1.06
Increased share count (0.04) (0.04) (0.05) (0.05)
2019 Acquisitions 0.05 0.05 0.05 0.05
2019 Dispositions (0.02) (0.02) (0.02) (0.02)
Same Store NOI growth^(2)^ 0.02 0.06 0.02 0.06
Interest Expense (Rate) (0.01) (0.01) (0.01) (0.01)
Early Debt Extinguishment Cost (0.03) (0.03)
Guidance - 2020 $0.87 $0.91 $1.05 $1.09

^(2)^ Reported on a GAAP basis, inclusive of lease termination fees, straight line rent and amortization of above/below market rents for both periods.

Note: Guidance reflects management’s view of current and future market conditions, as well as the earnings impact of events referenced in our earnings release and supplemental data package. This guidance does not include the operational or capital impact of any future unannounced acquisition, disposition, development or redevelopment activity. Estimates involve numerous assumptions such as rental income, interest rates, tenant default, occupancy rates, expenses and numerous other factors. Not all of the factors are determinable at this time and actual results may vary from the projected results and may be above or below the

3


range indicated. We will update our guidance as needed to reflect the earnings impact of acquisitions, dispositions, development and redevelopment and changes to numerous other assumptions and factors.

RECONCILIATION OF NON-GAAP MEASURES - 2020 FINANCIAL GUIDANCE<br><br>(per diluted common share and OP unit)
Projected Range
Full Year 2020
Low High
Net income attributable to Whitestone REIT $0.20 $0.24
Adjustments to reconcile net income to FFO:
Depreciation and amortization of real assets 0.63 0.63
Depreciation and amortization of real estate partnership (pro rata) 0.04 0.04
FFO (NAREIT) $0.87 $0.91
Adjustments to reconcile FFO to FFO Core:
Non cash share based compensation expense 0.15 0.15
Early debt extinguishment costs of real estate partnership (pro rata) 0.03 0.03
FFO Core $1.05 $1.09
Same Store NOI Growth ^(3)^ 1% 3%
Occupancy (Average) 90.5% 92.0%
Average interest rate on all debt 4.2% 4.2%
Weighted average shares and OP units (in thousands) 44,468 44,468

^(3)^Inclusive of lease termination fees, straight line rent and amortization of above/below market rents.

Conference Call Information

In conjunction with the issuance of its financial results, the Company invites you to listen to the its earnings release conference call to be broadcast live on Thursday, February 27, 2020 at 10:00 A.M. Central Time. The call will be led by James C. Mastandrea, Chairman and Chief Executive Officer, and David K. Holeman, Chief Financial Officer. Conference call access information is as follows:

Dial-in number for domestic participants:         (800) 239-9838

Dial-in number for international participants:     (323) 794-2551

The conference call will be recorded, and a telephone replay will be available through Thursday, March 12, 2020. Replay access information is as follows:

Replay number for domestic participants:        (844) 512-2921

Replay number for international participants:    (412) 317-6671

Passcode (for all participants):            8103659

To listen to a live 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.

4


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

Supplemental Financial Information

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

About Whitestone REIT

Whitestone is a community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality "e-commerce resistant" neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provides daily necessities, needed services and entertainment to the communities in which they are located. Whitestone's properties are primarily located in business-friendly Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio, which are among the fastest growing U.S. population centers with highly educated workforces, high household incomes and strong job growth. For additional information, visit www.whitestonereit.com.

Forward-Looking Statements

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

The following are additional factors that could cause the Company's actual results and its expectations to differ materially from those described in the Company's forward-looking statements: the Company's ability to meet its long-term goals, its assumptions regarding its earnings guidance, including its ability to execute effectively its acquisition and disposition strategy, to continue to execute its development pipeline on schedule and at the expected costs, and its ability to grow its NOI as expected, which could be impacted by a number of factors, including, among other things, its ability to continue to renew leases or re-let space on attractive terms and to otherwise address its leasing rollover; its ability to successfully identify, finance and consummate suitable acquisitions, and the impact of such acquisitions, including financing developments, capitalization rates and internal rates of return; the Company’s ability to reduce or otherwise effectively manage its general and administrative expenses; the Company’s ability to fund from cash flows or otherwise distributions to its shareholders at current rates or at all; current adverse market and economic conditions; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic, legislative and regulatory changes, including the impact of the Tax Cuts and Jobs Act of 2017; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended; and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.

Non-GAAP Financial Measures

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

5


EBITDA: Earnings Before Interest, Tax, Depreciation and Amortization: Management believes that EBITDA is an appropriate supplemental measure of operating performance to net income attributable to the Company. The Company defines EBITDA as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes), adjustments for unconsolidated real estate partnership and general and administrative expenses. Management believes that EBITDA provides useful information to the investment community about the Company's operating performance when compared to other REITs since EBITDA is generally recognized as a standard measure. However, EBITDA should not be viewed as a measure of the Company's overall financial performance since it does not reflect depreciation and amortization, involuntary conversion, interest expense, provision for income taxes, gain or loss on sale or disposition of assets and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating EBITDA and, accordingly, the Company's EBITDA may not be comparable to other REITs.

FFO: Funds From Operations: Management believes that FFO is a useful measure of the Company's operating performance. The Company computes FFO as defined by NAREIT, which states that FFO should represent net income available to common shareholders (computed in accordance with GAAP) excluding gains or losses from sales of operating assets or assets of unconsolidated real estate partnership, impairment charges and extraordinary items, plus depreciation and amortization of operating properties, including the Company's share of unconsolidated real estate joint ventures and partnerships. FFO does not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company's performance or to cash flow from operations as a measure of liquidity or ability to make distributions and service debt.

Management considers FFO a useful additional measure of performance for an equity REIT because it facilitates an understanding of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, management believes that FFO provides a more meaningful and accurate indication of the Company's performance and useful information for the investment community to compare Whitestone to other REITs since FFO is generally recognized as the industry standard for reporting the operations of REITs.

Other REITs may use different methodologies for calculating FFO, and accordingly, the Company's FFO may not be comparable to other REITs. The Company presents FFO per diluted share calculations that are based on the outstanding dilutive common shares plus the outstanding OP units for the periods presented.

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

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

6


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

Investors Contact:

Kevin Reed, Director of Investor Relations

Whitestone REIT

(713) 435-2219

ir@whitestonereit.com

7


Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
December 31, 2019 December 31, 2018
ASSETS
Real estate assets, at cost
Property $ 1,099,955 $ 1,052,238
Accumulated depreciation (137,933 ) (113,300 )
Total real estate assets 962,022 938,938
Investment in real estate partnership 34,097 26,236
Cash and cash equivalents 15,530 13,658
Restricted cash 113 128
Escrows and acquisition deposits 8,388 8,211
Accrued rents and accounts receivable, net of allowance for doubtful accounts 22,854 21,642
Receivable due from related party 477 394
Financed receivable due from related party 5,661
Unamortized lease commissions, legal fees and loan costs 8,960 6,698
Prepaid expenses and other assets^(1)^ 3,819 7,306
Total assets $ 1,056,260 $ 1,028,872
LIABILITIES AND EQUITY
Liabilities:
Notes payable $ 644,699 $ 618,205
Accounts payable and accrued expenses^(2)^ 39,336 33,729
Payable due to related party 307 58
Tenants' security deposits 6,617 6,130
Dividends and distributions payable 12,203 11,600
Total liabilities 703,162 669,722
Commitments and contingencies:
Equity:
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of December 31, 2019 and December 31, 2018
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 41,492,117 and 39,778,029 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively 41 39
Additional paid-in capital 554,816 527,662
Accumulated deficit (204,049 ) (181,361 )
Accumulated other comprehensive gain (loss) (5,491 ) 4,116
Total Whitestone REIT shareholders' equity 345,317 350,456
Noncontrolling interest in subsidiary 7,781 8,694
Total equity 353,098 359,150
Total liabilities and equity $ 1,056,260 $ 1,028,872

8


Whitestone REIT and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands)

| December 31, 2019 | December 31, 2018 | | --- | --- || ^(1)^ Operating lease right of use assets (net) (related to adoption of Topic 842) | $ | 1,328 | N/A | | --- | --- | --- | --- | | ^(2)^ Operating lease liabilities (related to adoption of Topic 842) | $ | 1,331 | N/A | | --- | --- | --- | --- |

9


Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands)

Three Months Ended December 31, Year Ended December 31,
2019 2018 2019 2018
Revenues
Rental^(1)^ $ 29,487 $ 29,253 $ 117,014 $ 117,464
Management, transaction, and other fees 613 648 2,237 2,399
Total revenues 30,100 29,901 119,251 119,863
Operating expenses
Depreciation and amortization 6,875 6,635 26,740 25,679
Operating and maintenance 5,851 5,744 20,611 21,069
Real estate taxes 3,819 4,102 16,293 16,362
General and administrative^(2)^ 5,147 5,294 21,661 23,281
Total operating expenses 21,692 21,775 85,305 86,391
Other expenses (income)
Interest expense 6,547 6,472 26,285 25,177
Gain on sale of properties (816 ) (853 ) (4,629 )
(Gain) loss on sale or disposal of assets 63 (175 ) 215 82
Interest, dividend and other investment income (109 ) (263 ) (659 ) (1,055 )
Total other expense 5,685 6,034 24,988 19,575
Income before equity investments in real estate partnerships and income tax 2,723 2,092 8,958 13,897
Equity in earnings of real estate partnership 13,596 6,669 15,076 8,431
Provision for income tax (76 ) (87 ) (400 ) (347 )
Income from continuing operations 16,243 8,674 23,634 21,981
Gain (loss) on sale of property from discontinued operations (107 ) 594
Income from discontinued operations (107 ) 594
Net income 16,136 8,674 24,228 21,981
Less: Net income attributable to noncontrolling interests 360 217 545 550
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431

10


Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share data)

Three Months Ended December 31, Year Ended December 31,
2019 2018 2019 2018
Basic Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares $ 0.39 $ 0.21 $ 0.57 $ 0.54
Income from discontinued operations attributable to Whitestone REIT 0.00 0.00 0.02 0.00
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.39 $ 0.21 $ 0.59 $ 0.54
Diluted Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares $ 0.38 $ 0.21 $ 0.56 $ 0.52
Income from discontinued operations attributable to Whitestone REIT (0.01 ) 0.00 0.01 0.00
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.37 $ 0.21 $ 0.57 $ 0.52
Weighted average number of common shares outstanding:
Basic 40,614 39,493 40,184 39,274
Diluted 42,090 40,822 41,462 40,612
Consolidated Statements of Comprehensive Income
Net income $ 16,136 $ 8,674 $ 24,228 $ 21,981
Other comprehensive gain (loss)
Unrealized gain (loss) on cash flow hedging activities 1,912 (2,971 ) (9,828 ) 1,192
Unrealized gain on available-for-sale marketable securities 18
Comprehensive income 18,048 5,703 14,400 23,191
Less: Net income attributable to noncontrolling interests 360 217 545 550
Less: Comprehensive gain (loss) attributable to noncontrolling interests 43 (74 ) (221 ) 30
Comprehensive income attributable to Whitestone REIT $ 17,645 $ 5,560 $ 14,076 $ 22,611

11


Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands)

Three Months Ended December 31, Year Ended December 31,
2019 2018 2019 2018 ^(1)^Rental
--- --- --- --- --- --- --- --- --- --- ---
Rental revenues $ 21,998 $ 21,626 $ 86,750 $ 86,644
Recoveries 8,047 7,627 31,748 30,820
Bad debt (558 ) N/A (1,484 ) N/A
Total rental $ 29,487 $ 29,253 $ 117,014 $ 117,464
^(2)^ Bad debt included in operating and maintenance expenses prior to adoption of Topic 842 N/A $ 421 N/A $ 1,391
--- --- --- --- --- --- ---

12


Whitestone REIT and Subsidiaries<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>(in thousands)
Year Ended December 31,
2019 2018
Cash flows from operating activities:
Net income from continuing operations $ 23,634 $ 21,981
Net income from discontinued operations 594
Net income 24,228 21,981
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 26,740 25,679
Amortization of deferred loan costs 1,095 1,092
Loss on sale of marketable securities 20
Gain on sale or disposal of assets and properties (638 ) (4,547 )
Bad debt 1,484 1,391
Share-based compensation 6,483 6,741
Equity in earnings of real estate partnership (15,076 ) (8,431 )
Changes in operating assets and liabilities:
Escrows and acquisition deposits (177 ) (295 )
Accrued rents and accounts receivable (2,998 ) (1,893 )
Receivable due from (to) related party (83 ) 610
Distributions from real estate partnership 6,926 1,324
Unamortized lease commissions, legal fees and loan costs (1,824 ) (1,676 )
Prepaid expenses and other assets (4,163 ) 1,175
Accounts payable and accrued expenses 5,609 (2,429 )
Payable due to (from) related party 249 (1,621 )
Tenants' security deposits 487 436
Net cash provided by operating activities 47,748 39,557
Cash flows from investing activities:
Acquisitions of real estate (34,804 )
Additions to real estate (13,243 ) (11,638 )
Proceeds from sales of properties 12,574
Proceeds from financed receivable due from related party 5,661 9,812
Proceeds from sales of marketable securities 30
Net cash provided by (used in) investing activities (42,386 ) 10,778
Net cash provided by investing activities of discontinued operations 594
Cash flows from financing activities:
Distributions paid to common shareholders (45,627 ) (44,944 )
Distributions paid to OP unit holders (1,055 ) (1,155 )
Proceeds from issuance of common shares, net of offering costs 21,244
Payments of exchange offer costs (120 ) (126 )
Proceeds from bonds payable 100,000
Net proceeds from (payments of) credit facility (66,700 ) 9,000
Repayments of notes payable (8,095 ) (2,543 )
Payments of loan origination costs (2,970 ) (30 )
Repurchase of common shares (776 ) (1,961 )
Net cash used in financing activities (4,099 ) (41,759 )
Net increase in cash, cash equivalents and restricted cash 1,857 8,576
Cash, cash equivalents and restricted cash at beginning of period 13,786 5,210
Cash, cash equivalents and restricted cash at end of period ^(1)^ $ 15,643 $ 13,786
^(1)^ For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below.
--- ---

13


Whitestone REIT and Subsidiaries<br><br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br>Supplemental Disclosures<br><br>(in thousands)
Year Ended December 31,
2019 2018
Supplemental disclosure of cash flow information:
Cash paid for interest $ 25,360 $ 24,610
Cash paid for taxes $ 396 $ 304
Non cash investing and financing activities:
Disposal of fully depreciated real estate $ 234 $ 937
Financed insurance premiums $ 1,238 $ 1,273
Value of shares issued under dividend reinvestment plan $ 137 $ 133
Value of common shares exchanged for OP units $ 186 $ 1,546
Change in fair value of available-for-sale securities $ $ 18
Change in fair value of cash flow hedge $ (9,828 ) $ 1,192
Reallocation of ownership percentage between parent and subsidiary $ $ 15
Property received as termination fee $ $ 250
December 31,
--- --- --- --- ---
2019 2018
Cash, cash equivalents and restricted cash
Cash and cash equivalents $ 15,530 $ 13,658
Restricted cash 113 128
Total cash, cash equivalents and restricted cash $ 15,643 $ 13,786

14


Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except per share and per unit data)

Three Months Ended Year Ended
December 31, December 31,
FFO (NAREIT) AND FFO CORE 2019 2018 2019 2018
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431
Adjustments to reconcile to FFO:
Depreciation and amortization of real estate 6,811 6,565 26,468 25,401
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 441 776 2,362 2,903
Gain on disposal of assets and properties of continuing operations, net (753 ) (174 ) (638 ) (4,547 )
(Gain) loss on sale of assets and properties of discontinued operations, net 107 (594 )
Gain on sale or disposal of properties or assets of real estate partnership (pro rata) (13,820 ) (6,350 ) (13,800 ) (6,340 )
Net income attributable to noncontrolling interests 360 217 545 550
FFO (NAREIT) 8,922 9,491 38,026 39,398
Adjustments to reconcile to FFO Core:
Share-based compensation expense 1,713 1,864 6,483 6,758
Proxy contest professional fees 2,534
Early debt extinguishment costs of real estate partnership 426 88 426 88
FFO Core $ 11,061 $ 11,443 $ 44,935 $ 48,778
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO $ 8,922 $ 9,491 $ 38,026 $ 39,398
Distributions paid on unvested restricted common shares (76 ) (41 ) (301 )
FFO excluding amounts attributable to unvested restricted common shares $ 8,922 $ 9,415 $ 37,985 $ 39,097
FFO Core excluding amounts attributable to unvested restricted common shares $ 11,061 $ 11,367 $ 44,894 $ 48,477
Denominator:
Weighted average number of total common shares - basic 40,614 39,493 40,184 39,274
Weighted average number of total noncontrolling OP units - basic 922 929 924 1,011
Weighted average number of total common shares and noncontrolling OP units - basic 41,536 40,422 41,108 40,285
Effect of dilutive securities:
Unvested restricted shares 1,476 1,329 1,278 1,338
Weighted average number of total common shares and noncontrolling OP units - diluted 43,012 41,751 42,386 41,623
FFO per common share and OP unit - basic $ 0.21 $ 0.23 $ 0.92 $ 0.97
FFO per common share and OP unit - diluted $ 0.21 $ 0.23 $ 0.90 $ 0.94
FFO Core per common share and OP unit - basic $ 0.27 $ 0.28 $ 1.09 $ 1.20
FFO Core per common share and OP unit - diluted $ 0.26 $ 0.27 $ 1.06 $ 1.16

15


Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(continued)

(in thousands)

Three Months Ended Year Ended
December 31, December 31,
PROPERTY NET OPERATING INCOME 2019 2018 2019 2018
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431
General and administrative expenses 5,147 5,294 21,661 23,281
Depreciation and amortization 6,875 6,635 26,740 25,679
Equity in earnings of real estate partnership (13,596 ) (6,669 ) (15,076 ) (8,431 )
Interest expense 6,547 6,472 26,285 25,177
Interest, dividend and other investment income (109 ) (263 ) (659 ) (1,055 )
Provision for income taxes 76 87 400 347
Gain on sale of assets and properties of continuing operations, net (816 ) (853 ) (4,629 )
Loss (gain) on sale of assets and properties of discontinued operations, net 107 (594 )
Management fee, net of related expenses 22 (59 ) (42 ) (208 )
Loss (gain) on disposal of assets and properties of continuing operations, net 63 (175 ) 215 82
NOI of real estate partnership (pro rata) 1,121 1,840 6,273 7,725
Net income attributable to noncontrolling interests 360 217 545 550
NOI 21,573 21,836 88,578 89,949
Non-Same Store NOI (267 ) (22 ) (155 ) (487 )
NOI of real estate partnership (pro rata) (1,121 ) (1,840 ) (6,273 ) (7,725 )
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) 20,185 19,974 82,150 81,737
Same Store straight line rent adjustments (192 ) (624 ) (1,110 ) (2,125 )
Same Store amortization of above/below market rents (72 ) (216 ) (761 ) (1,018 )
Same Store lease termination fees (176 ) (271 ) (576 ) (729 )
Same Store NOI $ 19,745 $ 18,863 $ 79,703 $ 77,865

16


Three Months Ended Year Ended
December 31, December 31,
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION 2019 2018 2019 2018
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431
Depreciation and amortization 6,875 6,635 26,740 25,679
Equity in earnings of real estate partnership (13,596 ) (6,669 ) (15,076 ) (8,431 )
Interest expense 6,547 6,472 26,285 25,177
Provision for income taxes 76 87 400 347
Gain on sale of assets and properties of continuing operations, net (816 ) (853 ) (4,629 )
Loss (gain) on sale of assets and properties of discontinued operations, net 107 (594 )
Management fee, net of related expenses 22 (59 ) (42 ) (208 )
Loss (gain) on disposal of assets and properties of continuing operations, net 63 (175 ) 215 82
EBITDA adjustments for real estate partnership 1,039 1,771 5,939 7,463
Net income attributable to noncontrolling interests 360 217 545 550
EBITDA $ 16,453 $ 16,736 $ 67,242 $ 67,461

17

		Exhibit

a2020supplementalcover123119.jpg


TABLE OF CONTENTS
Page
Corporate Profile 1
Fourth Quarter 2019 Earnings Release 2
Financial Results
Consolidated Balance Sheets 9
Consolidated Statements of Operations and Comprehensive Income 11
Consolidated Statements of Cash Flows 14
Reconciliation of Non-GAAP Measures 16
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 24
Summary of Leasing Activity 27
Lease Expirations 30
2020 Financial Guidance 31
Property Details 32

CORPORATE PROFILE
NYSE: WSR
Common Shares
58 Community Centers
5.0 Million Sq. Ft. of gross
leasable area
1,400 tenants
6 Top Growth Markets
Austin
Chicago
Dallas-Fort Worth
Houston
Phoenix
San Antonio
Fiscal Year End
12/31
Common Shares &
Units Outstanding*:
Common Shares: 41.5 Million
Operating Partnership Units:
0.9 Million
Distribution (per share / unit):
Quarter: 0.2850
Annualized: 1.1400 ICR Inc.
Dividend Yield: 8.8%** Brad Cohen
203.682.8211
Board of Trustees:
Nandita V. Berry
Jeffrey A. Jones
Donald F. Keating
Paul T. Lambert Ladenburg Thalmann Maxim Group
Jack L. Mahaffey John J. Massocca Michael Diana
James C. Mastandrea 212.409.2543 212.895.3641
David F. Taylor jmassocca@ladenburg.com mdiana@maximgrp.com
Trustee Emeritus:
Daniel G. DeVos
* As of February 25, 2020
** Based on common share price
of 12.95 as of close of market on
February 25, 2020.

All values are in US Dollars.

1


Whitestone REIT

Reports Fourth Quarter and Full Year 2019 Results

-Net Income Per Diluted Share Attributable to Whitestone REIT of $0.37 for the Fourth Quarter and $0.57 for the Full Year-

-Grew Same Store Net Operating Income (“NOI”) by 4.7% for the Fourth Quarter Compared to the Same Period in 2018, and 2.4% for the Full Year 2019-

-Provides 2020 Guidance-

Houston, Texas, February 26, 2020 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the quarter and year ended December 31, 2019. Whitestone is a pure-play community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality “e-commerce resistant” neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provide daily necessities, needed services and entertainment to the respective communities which are not readily available online.

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

Fourth Quarter and Full Year Operating and Financial Highlights:

Full Year 2019 funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), was $0.90 per share compared to $0.94 in 2018;
Fourth Quarter Funds from Operations Core (“FFO Core”) was $0.26 per share compared to $0.27 per share in the prior year quarter;
--- ---
Full Year FFO Core was $1.06 per share compared to $1.16 per share in 2018;
--- ---
Rental rates on new and renewal leases signed in 2019 increased 9.6% and 10.2%, respectively, on a GAAP basis;
--- ---
Annualized Base Rent per leased square foot grew to $19.77 from $19.35;
--- ---
Acquired Las Colinas Village in Irving, Texas for $34.8 Million;
--- ---
The sale of three properties owned through an investment in Pillarstone REIT Operating Partnership, L.P. ("Pillarstone OP") in the fourth quarter of 2019; and
--- ---
Net Debt to EBITDA, adjusted improved to 8.6 times from 8.7 times in the fourth quarter of 2018.
--- ---

“We continued to show strong underlying fundamentals in 2019 as we grew same store NOI by 4.7% in the fourth quarter and 2.4% for the full year,” commented Jim Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT. “We also made significant progress increasing rental rates, realizing significant income from equity investment as a result of gains on Pillarstone OP asset dispositions, scaling our G&A and making progress on our capital structure.”

Mr. Mastandrea concluded, “We are pleased with our acquisition of Las Colinas Village in Irving, Texas in the fourth quarter, and look forward to growing the portfolio and cashflow in the years ahead. Our high-quality properties in high growth markets coupled with our ‘e-commerce resistant’, service-based business model, will continue to result in long-term value creation for all our stakeholders. This is evidenced in our long term, industry-leading Total Shareholder Returns, which rank us number one of the U.S. public shopping center REITs over a three-year timeframe, and number two over a five-year timeframe.”

Financial Results

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

The Company reported Net Income attributable to Whitestone REIT of $15.8 million, or $0.37 per share for the fourth quarter of 2019, compared to $8.5 million, or $0.21 per share for the same period in 2018. For the year, Net Income attributable to Whitestone REIT was $23.7 million, or $0.57 per share, for 2019 compared to $21.4 million or $0.52 per share for 2018.

FFO was $8.9 million, or $0.21 per share for the fourth quarter of 2019, compared to $9.5 million, or $0.23 per share for the same period in 2018. For the year, FFO was $38.0 million, or $0.90 per share in 2019, compared to $39.4 million, or $0.94 per share in 2018.

2


FFO Core was $11.1 million, or $0.26 per share in the fourth quarter of 2019, compared to $11.4 million, or $0.27 per share in the same period of 2018. For the year, FFO Core was $44.9 million, or $1.06 per share compared to $48.8 million or $1.16 per share in 2018.

Operating Results

For the periods ending December 31, 2019, the Company’s operating highlights were as follows:

Q4-2019 YTD 2019
Occupancy:
Wholly Owned Properties 90.3% 90.3%
Same Store Property Net Operating Income Growth^(1)^ 4.7% 2.4%
Rental Rate Growth - Total (GAAP Basis): 14.4% 10.1%
New Leases 50.0% 9.6%
Renewal Leases 13.3% 10.2%
Leasing Transactions:
Number of New Leases 21 109
New Leases - Annualized Revenue (millions) $4.7 $28.2
Number of Renewal Leases 55 208
Renewal Leases - Annualized Revenue (millions) $22.7 $59.8

^(1)^Excludes straight-line rent, amortization of above/below market rates and lease termination fees in both periods.

Real Estate Portfolio Update

Community Centered Properties^TM^ Portfolio Statistics:

As of December 31, 2019, Whitestone wholly owned 58 Community Centered Properties^TM^ with 5.0 million square feet of gross leasable area ("GLA"). Five of the 58 Community Centered Properties^TM^ are land parcels held for future development. The portfolio is comprised of 30 properties in Texas, 27 in Arizona and one in Illinois. Whitestone’s Retail Community Centered Properties^TM^ are located in Austin (4), San Antonio (3), Chicago (1), Dallas-Fort Worth (8), Houston (15) and the greater Phoenix metropolitan area (27). In addition to being business friendly, these are six of the top markets in the country in terms of size, economic strength and population growth. 2017 estimates show the projected 5-year population growth rates for both Austin and Dallas-Fort Worth to be 9.7%, San Antonio to be 8.6%, Houston to be 8.0%, and Phoenix to be 6.6% ^(1)^. The Company’s retail properties in these markets are generally located on the best retail corners embedded in affluent communities. The Company also owns an 81.4% equity interest in and manages eight properties containing 0.9 million square feet of GLA through its investment in Pillarstone OP.

At the end of the fourth quarter, the Company’s diversified tenant base was comprised of approximately 1,400 tenants, with the largest tenant accounting for only 2.9% of annualized base rental revenues. Lease terms range from less than one year for smaller tenants to over 15 years for larger tenants. Whitestone’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.

Acquisition Activity and Disposition Activity:

In December 2019, the Company acquired Las Colinas Village, a Community Centered Property,^®^ for $34.8 million in cash and net prorations. Las Colinas, a 104,919 square foot property, was 86% leased at the time of purchase.

In October 2019, Pillarstone OP, through an indirect wholly owned subsidiary, Whitestone Industrial-Office, LLC, sold a portfolio of three properties in Houston, Texas to an unaffiliated third party for $39.7 million in cash. The Company owns 81.4% of Pillarstone OP, accounts for its ownership under the equity method and which includes a gain on the sale of $13.8 million in the fourth quarter in equity in earnings of real estate partnership. Pillarstone OP used the net proceeds, after customary closing deductions, to pay off mortgage debt, and distributed approximately $11 million to Whitestone inclusive of repayment of debt.

^(1)^ Source: Claritas, as of April 2017.

3


Balance Sheet and Liquidity

Reflecting the Company’s acquisition and disposition activity during the year and selective development and redevelopment, undepreciated real estate assets grew $47.7 million to $1.1 billion at December 31, 2019.

At December 31, 2019, 50 of the Company’s wholly owned 58 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $802.5 million. At December 31, 2019, the Company had total real estate debt, net of cash, of $630.4 million, of which approximately 85% was subject to fixed interest rates. The Company’s weighted average interest rate on all fixed rate debt as of the end of the fourth quarter was 4.1% and the weighted average remaining term was 5.3 years.

At fourth quarter end, Whitestone had $15.5 million of cash available on its balance sheet and $140.5 million of available capacity under its credit facility.

Dividend

On December 18, 2019, the Company declared a quarterly cash distribution of $0.285 per common share and OP unit for the first quarter of 2020, to be paid in three equal installments of $0.095 in January, February, and March of 2020.

2020 Guidance

The Company’s outlook for 2020 is as follows:

2020 Guidance
Net income attributable to Whitestone REIT (per share) $0.20 - $0.24
NAREIT FFO (per share) $0.87 - $0.91
FFO Core $1.05 - $1.09
Same Store NOI growth^(2)^ 1.0% - 3.0%

The following table outlines the key factors impacting 2020 FFO and FFO Core ranges, and accounts for the difference from the Company's 2019 reported FFO and FFO Core:

FFO FFO Core
Low High Low High
Actual - 2019 $0.90 $0.90 $1.06 $1.06
Increased share count (0.04) (0.04) (0.05) (0.05)
2019 Acquisitions 0.05 0.05 0.05 0.05
2019 Dispositions (0.02) (0.02) (0.02) (0.02)
Same Store NOI growth^(2)^ 0.02 0.06 0.02 0.06
Interest Expense (Rate) (0.01) (0.01) (0.01) (0.01)
Early Debt Extinguishment Cost (0.03) (0.03)
Guidance - 2020 $0.87 $0.91 $1.05 $1.09

^(2)^ Reported on a GAAP basis, inclusive of lease termination fees, straight line rent and amortization of above/below market rents for both periods.

Note: Guidance reflects management’s view of current and future market conditions, as well as the earnings impact of events referenced in our earnings release and supplemental data package. This guidance does not include the operational or capital impact of any future unannounced acquisition, disposition, development or redevelopment activity. Estimates involve numerous assumptions such as rental income, interest rates, tenant default, occupancy rates, expenses and numerous other factors. Not all of the factors are determinable at this time and actual results may vary from the projected results and may be above or below the

4


range indicated. We will update our guidance as needed to reflect the earnings impact of acquisitions, dispositions, development and redevelopment and changes to numerous other assumptions and factors.

RECONCILIATION OF NON-GAAP MEASURES - 2020 FINANCIAL GUIDANCE<br><br>(per diluted common share and OP unit)
Projected Range
Full Year 2020
Low High
Net income attributable to Whitestone REIT $0.20 $0.24
Adjustments to reconcile net income to FFO:
Depreciation and amortization of real assets 0.63 0.63
Depreciation and amortization of real estate partnership (pro rata) 0.04 0.04
FFO (NAREIT) $0.87 $0.91
Adjustments to reconcile FFO to FFO Core:
Non cash share based compensation expense 0.15 0.15
Early debt extinguishment costs of real estate partnership (pro rata) 0.03 0.03
FFO Core $1.05 $1.09
Same Store NOI Growth ^(3)^ 1% 3%
Occupancy (Average) 90.5% 92.0%
Average interest rate on all debt 4.2% 4.2%
Weighted average shares and OP units (in thousands) 44,468 44,468

^(3)^Inclusive of lease termination fees, straight line rent and amortization of above/below market rents.

Conference Call Information

In conjunction with the issuance of its financial results, the Company invites you to listen to the its earnings release conference call to be broadcast live on Thursday, February 27, 2020 at 10:00 A.M. Central Time. The call will be led by James C. Mastandrea, Chairman and Chief Executive Officer, and David K. Holeman, Chief Financial Officer. Conference call access information is as follows:

Dial-in number for domestic participants:         (800) 239-9838

Dial-in number for international participants:     (323) 794-2551

The conference call will be recorded, and a telephone replay will be available through Thursday, March 12, 2020. Replay access information is as follows:

Replay number for domestic participants:        (844) 512-2921

Replay number for international participants:    (412) 317-6671

Passcode (for all participants):            8103659

To listen to a live 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.

5


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

Supplemental Financial Information

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

About Whitestone REIT

Whitestone is a community-centered retail REIT that acquires, owns, manages, develops and redevelops high quality "e-commerce resistant" neighborhood, community and lifestyle retail centers principally located in the largest, fastest-growing and most affluent markets in the Sunbelt. Whitestone’s optimal mix of national, regional and local tenants provides daily necessities, needed services and entertainment to the communities in which they are located. Whitestone's properties are primarily located in business-friendly Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio, which are among the fastest growing U.S. population centers with highly educated workforces, high household incomes and strong job growth. For additional information, visit www.whitestonereit.com.

Forward-Looking Statements

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

The following are additional factors that could cause the Company's actual results and its expectations to differ materially from those described in the Company's forward-looking statements: the Company's ability to meet its long-term goals, its assumptions regarding its earnings guidance, including its ability to execute effectively its acquisition and disposition strategy, to continue to execute its development pipeline on schedule and at the expected costs, and its ability to grow its NOI as expected, which could be impacted by a number of factors, including, among other things, its ability to continue to renew leases or re-let space on attractive terms and to otherwise address its leasing rollover; its ability to successfully identify, finance and consummate suitable acquisitions, and the impact of such acquisitions, including financing developments, capitalization rates and internal rates of return; the Company’s ability to reduce or otherwise effectively manage its general and administrative expenses; the Company’s ability to fund from cash flows or otherwise distributions to its shareholders at current rates or at all; current adverse market and economic conditions; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic, legislative and regulatory changes, including the impact of the Tax Cuts and Jobs Act of 2017; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended; and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.

Non-GAAP Financial Measures

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

6


EBITDA: Earnings Before Interest, Tax, Depreciation and Amortization: Management believes that EBITDA is an appropriate supplemental measure of operating performance to net income attributable to the Company. The Company defines EBITDA as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes), adjustments for unconsolidated real estate partnership and general and administrative expenses. Management believes that EBITDA provides useful information to the investment community about the Company's operating performance when compared to other REITs since EBITDA is generally recognized as a standard measure. However, EBITDA should not be viewed as a measure of the Company's overall financial performance since it does not reflect depreciation and amortization, involuntary conversion, interest expense, provision for income taxes, gain or loss on sale or disposition of assets and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating EBITDA and, accordingly, the Company's EBITDA may not be comparable to other REITs.

FFO: Funds From Operations: Management believes that FFO is a useful measure of the Company's operating performance. The Company computes FFO as defined by NAREIT, which states that FFO should represent net income available to common shareholders (computed in accordance with GAAP) excluding gains or losses from sales of operating assets or assets of unconsolidated real estate partnership, impairment charges and extraordinary items, plus depreciation and amortization of operating properties, including the Company's share of unconsolidated real estate joint ventures and partnerships. FFO does not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company's performance or to cash flow from operations as a measure of liquidity or ability to make distributions and service debt.

Management considers FFO a useful additional measure of performance for an equity REIT because it facilitates an understanding of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, management believes that FFO provides a more meaningful and accurate indication of the Company's performance and useful information for the investment community to compare Whitestone to other REITs since FFO is generally recognized as the industry standard for reporting the operations of REITs.

Other REITs may use different methodologies for calculating FFO, and accordingly, the Company's FFO may not be comparable to other REITs. The Company presents FFO per diluted share calculations that are based on the outstanding dilutive common shares plus the outstanding OP units for the periods presented.

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

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

7


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

Investors Contact:

Kevin Reed, Director of Investor Relations

Whitestone REIT

(713) 435-2219

ir@whitestonereit.com

8


Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
December 31, 2019 December 31, 2018
ASSETS
Real estate assets, at cost
Property $ 1,099,955 $ 1,052,238
Accumulated depreciation (137,933 ) (113,300 )
Total real estate assets 962,022 938,938
Investment in real estate partnership 34,097 26,236
Cash and cash equivalents 15,530 13,658
Restricted cash 113 128
Escrows and acquisition deposits 8,388 8,211
Accrued rents and accounts receivable, net of allowance for doubtful accounts 22,854 21,642
Receivable due from related party 477 394
Financed receivable due from related party 5,661
Unamortized lease commissions, legal fees and loan costs 8,960 6,698
Prepaid expenses and other assets^(1)^ 3,819 7,306
Total assets $ 1,056,260 $ 1,028,872
LIABILITIES AND EQUITY
Liabilities:
Notes payable $ 644,699 $ 618,205
Accounts payable and accrued expenses^(2)^ 39,336 33,729
Payable due to related party 307 58
Tenants' security deposits 6,617 6,130
Dividends and distributions payable 12,203 11,600
Total liabilities 703,162 669,722
Commitments and contingencies:
Equity:
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of December 31, 2019 and December 31, 2018
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 41,492,117 and 39,778,029 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively 41 39
Additional paid-in capital 554,816 527,662
Accumulated deficit (204,049 ) (181,361 )
Accumulated other comprehensive gain (loss) (5,491 ) 4,116
Total Whitestone REIT shareholders' equity 345,317 350,456
Noncontrolling interest in subsidiary 7,781 8,694
Total equity 353,098 359,150
Total liabilities and equity $ 1,056,260 $ 1,028,872

9


Whitestone REIT and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands)

| December 31, 2019 | December 31, 2018 | | --- | --- || ^(1)^ Operating lease right of use assets (net) (related to adoption of Topic 842) | $ | 1,328 | N/A | | --- | --- | --- | --- | | ^(2)^ Operating lease liabilities (related to adoption of Topic 842) | $ | 1,331 | N/A | | --- | --- | --- | --- |

10


Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands)

Three Months Ended December 31, Year Ended December 31,
2019 2018 2019 2018
Revenues
Rental^(1)^ $ 29,487 $ 29,253 $ 117,014 $ 117,464
Management, transaction, and other fees 613 648 2,237 2,399
Total revenues 30,100 29,901 119,251 119,863
Operating expenses
Depreciation and amortization 6,875 6,635 26,740 25,679
Operating and maintenance 5,851 5,744 20,611 21,069
Real estate taxes 3,819 4,102 16,293 16,362
General and administrative^(2)^ 5,147 5,294 21,661 23,281
Total operating expenses 21,692 21,775 85,305 86,391
Other expenses (income)
Interest expense 6,547 6,472 26,285 25,177
Gain on sale of properties (816 ) (853 ) (4,629 )
(Gain) loss on sale or disposal of assets 63 (175 ) 215 82
Interest, dividend and other investment income (109 ) (263 ) (659 ) (1,055 )
Total other expense 5,685 6,034 24,988 19,575
Income before equity investments in real estate partnerships and income tax 2,723 2,092 8,958 13,897
Equity in earnings of real estate partnership 13,596 6,669 15,076 8,431
Provision for income tax (76 ) (87 ) (400 ) (347 )
Income from continuing operations 16,243 8,674 23,634 21,981
Gain (loss) on sale of property from discontinued operations (107 ) 594
Income (loss) from discontinued operations (107 ) 594
Net income 16,136 8,674 24,228 21,981
Less: Net income attributable to noncontrolling interests 360 217 545 550
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431

11


Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share data)

Three Months Ended December 31, Year Ended December 31,
2019 2018 2019 2018
Basic Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares $ 0.39 $ 0.21 $ 0.57 $ 0.54
Income from discontinued operations attributable to Whitestone REIT 0.00 0.00 0.02 0.00
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.39 $ 0.21 $ 0.59 $ 0.54
Diluted Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares $ 0.38 $ 0.21 $ 0.56 $ 0.52
Income from discontinued operations attributable to Whitestone REIT (0.01 ) 0.00 0.01 0.00
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares $ 0.37 $ 0.21 $ 0.57 $ 0.52
Weighted average number of common shares outstanding:
Basic 40,614 39,493 40,184 39,274
Diluted 42,090 40,822 41,462 40,612
Consolidated Statements of Comprehensive Income
Net income $ 16,136 $ 8,674 $ 24,228 $ 21,981
Other comprehensive gain (loss)
Unrealized gain (loss) on cash flow hedging activities 1,912 (2,971 ) (9,828 ) 1,192
Unrealized gain on available-for-sale marketable securities 18
Comprehensive income 18,048 5,703 14,400 23,191
Less: Net income attributable to noncontrolling interests 360 217 545 550
Less: Comprehensive gain (loss) attributable to noncontrolling interests 43 (74 ) (221 ) 30
Comprehensive income attributable to Whitestone REIT $ 17,645 $ 5,560 $ 14,076 $ 22,611

12


Whitestone REIT and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands)

Three Months Ended December 31, Year Ended December 31,
2019 2018 2019 2018 ^(1)^Rental
--- --- --- --- --- --- --- --- --- --- ---
Rental revenues $ 21,998 $ 21,626 $ 86,750 $ 86,644
Recoveries 8,047 7,627 31,748 30,820
Bad debt (558 ) N/A (1,484 ) N/A
Total rental $ 29,487 $ 29,253 $ 117,014 $ 117,464
^(2)^ Bad debt included in operating and maintenance expenses prior to adoption of Topic 842 N/A $ 421 N/A $ 1,391
--- --- --- --- --- --- ---

13


Whitestone REIT and Subsidiaries<br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br>(in thousands)
Year Ended December 31,
2019 2018
Cash flows from operating activities:
Net income from continuing operations $ 23,634 $ 21,981
Net income from discontinued operations 594
Net income 24,228 21,981
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 26,740 25,679
Amortization of deferred loan costs 1,095 1,092
Loss on sale of marketable securities 20
Gain on sale or disposal of assets and properties (638 ) (4,547 )
Bad debt 1,484 1,391
Share-based compensation 6,483 6,741
Equity in earnings of real estate partnership (15,076 ) (8,431 )
Changes in operating assets and liabilities:
Escrows and acquisition deposits (177 ) (295 )
Accrued rents and accounts receivable (2,998 ) (1,893 )
Receivable due from (to) related party (83 ) 610
Distributions from real estate partnership 6,926 1,324
Unamortized lease commissions, legal fees and loan costs (1,824 ) (1,676 )
Prepaid expenses and other assets (4,163 ) 1,175
Accounts payable and accrued expenses 5,609 (2,429 )
Payable due to (from) related party 249 (1,621 )
Tenants' security deposits 487 436
Net cash provided by operating activities 47,748 39,557
Cash flows from investing activities:
Acquisitions of real estate (34,804 )
Additions to real estate (13,243 ) (11,638 )
Proceeds from sales of properties 12,574
Proceeds from financed receivable due from related party 5,661 9,812
Proceeds from sales of marketable securities 30
Net cash provided by (used in) investing activities (42,386 ) 10,778
Net cash provided by investing activities of discontinued operations 594
Cash flows from financing activities:
Distributions paid to common shareholders (45,627 ) (44,944 )
Distributions paid to OP unit holders (1,055 ) (1,155 )
Proceeds from issuance of common shares, net of offering costs 21,244
Payments of exchange offer costs (120 ) (126 )
Proceeds from bonds payable 100,000
Net proceeds from (payments of) credit facility (66,700 ) 9,000
Repayments of notes payable (8,095 ) (2,543 )
Payments of loan origination costs (2,970 ) (30 )
Repurchase of common shares (776 ) (1,961 )
Net cash used in financing activities (4,099 ) (41,759 )
Net increase in cash, cash equivalents and restricted cash 1,857 8,576
Cash, cash equivalents and restricted cash at beginning of period 13,786 5,210
Cash, cash equivalents and restricted cash at end of period ^(1)^ $ 15,643 $ 13,786
^(1)^ For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below.
--- ---

14


Whitestone REIT and Subsidiaries<br><br>CONSOLIDATED STATEMENTS OF CASH FLOWS<br><br>Supplemental Disclosures<br><br>(in thousands)
Year Ended December 31,
2019 2018
Supplemental disclosure of cash flow information:
Cash paid for interest $ 25,360 $ 24,610
Cash paid for taxes $ 396 $ 304
Non cash investing and financing activities:
Disposal of fully depreciated real estate $ 234 $ 937
Financed insurance premiums $ 1,238 $ 1,273
Value of shares issued under dividend reinvestment plan $ 137 $ 133
Value of common shares exchanged for OP units $ 186 $ 1,546
Change in fair value of available-for-sale securities $ $ 18
Change in fair value of cash flow hedge $ (9,828 ) $ 1,192
Reallocation of ownership percentage between parent and subsidiary $ $ 15
Property received as termination fee $ $ 250
December 31,
--- --- --- --- ---
2019 2018
Cash, cash equivalents and restricted cash
Cash and cash equivalents $ 15,530 $ 13,658
Restricted cash 113 128
Total cash, cash equivalents and restricted cash $ 15,643 $ 13,786

15


Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except per share and per unit data)

Three Months Ended Year Ended
December 31, December 31,
FFO (NAREIT) AND FFO CORE 2019 2018 2019 2018
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431
Adjustments to reconcile to FFO:
Depreciation and amortization of real estate 6,811 6,565 26,468 25,401
Depreciation and amortization of real estate assets of real estate partnership (pro rata) 441 776 2,362 2,903
Gain on disposal of assets and properties of continuing operations, net (753 ) (174 ) (638 ) (4,547 )
(Gain) loss on sale of assets and properties of discontinued operations, net 107 (594 )
Gain on sale or disposal of properties or assets of real estate partnership (pro rata) (13,820 ) (6,350 ) (13,800 ) (6,340 )
Net income attributable to noncontrolling interests 360 217 545 550
FFO (NAREIT) 8,922 9,491 38,026 39,398
Adjustments to reconcile to FFO Core:
Share-based compensation expense 1,713 1,864 6,483 6,758
Proxy contest professional fees 2,534
Early debt extinguishment costs of real estate partnership 426 88 426 88
FFO Core $ 11,061 $ 11,443 $ 44,935 $ 48,778
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO $ 8,922 $ 9,491 $ 38,026 $ 39,398
Distributions paid on unvested restricted common shares (76 ) (41 ) (301 )
FFO excluding amounts attributable to unvested restricted common shares $ 8,922 $ 9,415 $ 37,985 $ 39,097
FFO Core excluding amounts attributable to unvested restricted common shares $ 11,061 $ 11,367 $ 44,894 $ 48,477
Denominator:
Weighted average number of total common shares - basic 40,614 39,493 40,184 39,274
Weighted average number of total noncontrolling OP units - basic 922 929 924 1,011
Weighted average number of total common shares and noncontrolling OP units - basic 41,536 40,422 41,108 40,285
Effect of dilutive securities:
Unvested restricted shares 1,476 1,329 1,278 1,338
Weighted average number of total common shares and noncontrolling OP units - diluted 43,012 41,751 42,386 41,623
FFO per common share and OP unit - basic $ 0.21 $ 0.23 $ 0.92 $ 0.97
FFO per common share and OP unit - diluted $ 0.21 $ 0.23 $ 0.90 $ 0.94
FFO Core per common share and OP unit - basic $ 0.27 $ 0.28 $ 1.09 $ 1.20
FFO Core per common share and OP unit - diluted $ 0.26 $ 0.27 $ 1.06 $ 1.16

Whitestone REIT and Subsidiaries

RECONCILIATION OF NON-GAAP MEASURES

(continued)

(in thousands)

Three Months Ended Year Ended
December 31, December 31,
PROPERTY NET OPERATING INCOME 2019 2018 2019 2018
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431
General and administrative expenses 5,147 5,294 21,661 23,281
Depreciation and amortization 6,875 6,635 26,740 25,679
Equity in earnings of real estate partnership (13,596 ) (6,669 ) (15,076 ) (8,431 )
Interest expense 6,547 6,472 26,285 25,177
Interest, dividend and other investment income (109 ) (263 ) (659 ) (1,055 )
Provision for income taxes 76 87 400 347
Gain on sale of assets and properties of continuing operations, net (816 ) (853 ) (4,629 )
Loss (gain) on sale of assets and properties of discontinued operations, net 107 (594 )
Management fee, net of related expenses 22 (59 ) (42 ) (208 )
Loss (gain) on disposal of assets and properties of continuing operations, net 63 (175 ) 215 82
NOI of real estate partnership (pro rata) 1,121 1,840 6,273 7,725
Net income attributable to noncontrolling interests 360 217 545 550
NOI 21,573 21,836 88,578 89,949
Non-Same Store NOI ^(1)^ (267 ) (22 ) (155 ) (487 )
NOI of real estate partnership (pro rata) (1,121 ) (1,840 ) (6,273 ) (7,725 )
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata) 20,185 19,974 82,150 81,737
Same Store straight line rent adjustments (192 ) (624 ) (1,110 ) (2,125 )
Same Store amortization of above/below market rents (72 ) (216 ) (761 ) (1,018 )
Same Store lease termination fees (176 ) (271 ) (576 ) (729 )
Same Store NOI^(2)^ $ 19,745 $ 18,863 $ 79,703 $ 77,865
^(1)^ 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. For purposes of comparing the three months ended December 31, 2019 to the three months ended December 31, 2018, Non-Same Stores include properties acquired between October 1, 2018 and December 31, 2019 and properties sold between October 1, 2018 and December 31, 2019, but not included in discontinued operations. For purposes of comparing the twelve months ended December 31, 2019 to the twelve months ended December 31, 2018, Non-Same Stores include properties acquired between January 1, 2018 and December 31, 2019 and properties sold between January 1, 2018 and December 31, 2019, but not included in discontinued operations.
--- ---
^(2)^ We define “Same Stores” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended December 31, 2019 to the three months ended December 31, 2018, Same Stores include properties owned before October 1, 2018 and not sold before December 31, 2019. For purposes of comparing the twelve months ended December 31, 2019 to the twelve months ended December 31, 2018, Same Stores include properties owned before January 1, 2018 and not sold before December 31, 2019.
--- ---
Three Months Ended Year Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, December 31,
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION 2019 2018 2019 2018
Net income attributable to Whitestone REIT $ 15,776 $ 8,457 $ 23,683 $ 21,431
Depreciation and amortization 6,875 6,635 26,740 25,679
Equity in earnings of real estate partnership (13,596 ) (6,669 ) (15,076 ) (8,431 )
Interest expense 6,547 6,472 26,285 25,177
Provision for income taxes 76 87 400 347
Gain on sale of assets and properties of continuing operations, net (816 ) (853 ) (4,629 )
Loss (gain) on sale of assets and properties of discontinued operations, net 107 (594 )
Management fee, net of related expenses 22 (59 ) (42 ) (208 )
Loss (gain) on disposal of assets and properties of continuing operations, net 63 (175 ) 215 82
EBITDA adjustments for real estate partnership 1,039 1,771 5,939 7,463
Net income attributable to noncontrolling interests 360 217 545 550
EBITDA $ 16,453 $ 16,736 $ 67,242 $ 67,461

16


Whitestone REIT and Subsidiaries

SAME STORE PROPERTY ANALYSIS

(in thousands)

Three Months Ended December 31,
2019 2018 Change Percent Change
Same Store (51 properties, excluding development land)
Property revenues
Rental $ 29,237 $ 29,252 $ (15 ) %
Management, transaction and other fees 355 396 (41 ) (10 )%
Total property revenues 29,592 29,648 (56 ) %
Property expenses
Property operation and maintenance 5,641 5,572 69 1 %
Real estate taxes 3,766 4,102 (336 ) (8 )%
Total property expenses 9,407 9,674 (267 ) (3 )%
Total property revenues less total property expenses 20,185 19,974 211 1 %
Same Store straight line rent adjustments (192 ) (624 ) 432 (69 )%
Same Store amortization of above/below market rents (72 ) (216 ) 144 (67 )%
Same Store lease termination fees (176 ) (271 ) 95 (35 )%
Same Store NOI ^(1)^ $ 19,745 $ 18,863 $ 882 5 %
^(1)^ For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.”
--- ---

17


Whitestone REIT and Subsidiaries

SAME STORE PROPERTY ANALYSIS

(in thousands)

Year Ended December 31,
2019 2018 Change Percent Change
Same Store (51 properties, excluding development land)
Property revenues
Rental $ 116,764 $ 116,634 $ 130 %
Management, transaction and other fees 1,286 1,387 (101 ) (7 )%
Total property revenues 118,050 118,021 29 %
Property expenses
Property operation and maintenance 19,655 20,138 (483 ) (2 )%
Real estate taxes 16,245 16,146 99 1 %
Total property expenses 35,900 36,284 (384 ) (1 )%
Total property revenues less total property expenses 82,150 81,737 413 1 %
Same Store straight line rent adjustments (1,110 ) (2,125 ) 1,015 (48 )%
Same Store amortization of above/below market rents (761 ) (1,018 ) 257 (25 )%
Same Store lease termination fees (576 ) (729 ) 153 (21 )%
Same Store NOI^(1)^ $ 79,703 $ 77,865 $ 1,838 2 %
^(1)^ For a reconciliation of Same Store NOI, see previous section “Reconciliation of Non-GAAP Measures.”
--- ---

18


Whitestone REIT and Subsidiaries<br><br>OTHER FINANCIAL INFORMATION<br><br>(in thousands, except number of properties and employees)
Three Months Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
Other Financial Information:
Tenant improvements ^(1) (2)^ $ 1,432 $ 736 $ 4,122 $ 3,535
Leasing commissions ^(1) (2)^ $ 473 $ 773 $ 2,664 $ 2,559
Maintenance capital^(1)^ $ 1,215 $ 728 $ 5,048 $ 3,775
Scheduled debt principal payments^(1)^ $ 460 $ 603 $ 2,005 $ 2,345
Straight line rent income^(1)^ $ 217 $ 726 $ 1,372 $ 2,577
Market rent amortization income from acquired leases^(1)^ $ 68 $ 223 $ 724 $ 1,024
Non-cash share-based compensation expense^(1)^ $ 1,713 $ 1,864 $ 6,483 $ 6,758
Non-real estate depreciation and amortization^(1)^ $ 64 $ 70 $ 272 $ 278
Amortization of loan fees^(1)^ $ 354 $ 210 $ 1,229 $ 1,173
Undepreciated value of unencumbered properties $ 802,545 $ 749,174 $ 802,545 $ 749,174
Number of unencumbered properties 50 48 50 48
Full time employees 108 98 108 98
^(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.
--- ---

19


Whitestone REIT and Subsidiaries

MARKET CAPITALIZATION AND SELECTED RATIOS

(in thousands, except per share amounts and percentages)

As of December 31, 2019
MARKET CAPITALIZATION: Percent of Total Equity Total Market Capitalization Percent of Total Market Capitalization
Equity Capitalization:
Common shares outstanding 97.9 % 41,492
Operating partnership units outstanding 2.1 % 909
Total 100.0 % 42,401
Market price of common shares as of
December 31, 2019 $ 13.62
Total equity capitalization 577,502 48 %
Debt Capitalization:
Outstanding debt $ 645,896
Less: Cash and cash equivalents (15,530 )
Total debt capitalization 630,366 52 %
Total Market Capitalization as of
December 31, 2019 $ 1,207,868 100 %
SELECTED RATIOS:
--- --- --- --- --- --- --- --- --- --- --- --- ---
Three Months Ended Year Ended
December 31, December 31,
INTEREST COVERAGE RATIO 2019 2018 2019 2018
EBITDA/Interest Expense
EBITDA $ 16,453 $ 16,736 $ 67,242 $ 67,461
Interest expense 6,547 6,472 26,285 25,177
Pro rata share of interest expense from real estate partnership 684 632 1,947 2,290
Less: amortization of loan fees (354 ) (210 ) (1,229 ) (1,173 )
Interest expense, excluding amortization of loan fees 6,877 6,894 27,003 26,294
Ratio of EBITDA to interest expense 2.4 2.4 2.5 2.6

20


Whitestone REIT and Subsidiaries

MARKET CAPITALIZATION AND SELECTED RATIOS

(continued)

(in thousands, except per share amounts and percentages)

LEVERAGE RATIO December 31,
2019 2018
Debt/Undepreciated Book Value
Outstanding debt $ 645,896 $ 619,444
Less: Cash (15,530 ) (13,658 )
Add: Proportional share of net debt of real estate partnership 9,944 38,333
Outstanding debt after cash $ 640,310 $ 644,119
Undepreciated real estate assets $ 1,099,955 $ 1,052,238
Add: Proportional share of real estate from unconsolidated partnership 45,496 63,954
Undepreciated real estate assets $ 1,145,451 $ 1,116,192
Ratio of debt to real estate assets 56 % 58 %
Three Months Ended Year Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, December 31,
2019 2018 2019 2018
Debt/EBITDA Ratio
Outstanding debt $ 645,896 $ 619,444 $ 645,896 $ 619,444
Less: Cash (15,530 ) (13,658 ) (15,530 ) (13,658 )
Add: Proportional share of net debt of unconsolidated real estate partnership 9,944 38,333 9,944 38,333
Total Net Debt $ 640,310 $ 644,119 $ 640,310 $ 644,119
EBITDA $ 16,453 $ 16,736 $ 67,242 $ 67,461
Share based compensation 1,713 1,864 6,483 6,758
Proxy contest costs 2,534
EBITDA, adjusted $ 18,166 $ 18,600 $ 73,725 $ 76,753
Effect of partial period acquisitions and dispositions 428 (183 ) 711 (1,267 )
Pro forma EBITDA, adjusted 18,594 18,417 74,436 75,486
Pro forma annualized EBITDA, adjusted $ 74,376 $ 73,668 $ 74,436 $ 75,486
Ratio of debt to pro forma EBITDA, adjusted 8.6 8.7 8.6 8.5

21


Whitestone REIT and Subsidiaries

SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES

TOTAL OUTSTANDING DEBT

(in thousands)

December 31,
Description 2019 2018
Fixed rate notes
$10.5 million, 4.85% Note, due September 24, 2020 ^(1)^ $ 9,260 $ 9,500
$50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 ^(2)^ 50,000
$50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 ^(3)^ 50,000
$100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 ^(4)^ 100,000 100,000
$165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 ^(5)^ 165,000
$80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000
$6.5 million 3.80% Note, due January 1, 2019 5,657
$19.0 million 4.15% Note, due December 1, 2024 19,000 19,000
$20.2 million 4.28% Note, due June 6, 2023 18,616 18,996
$14.0 million 4.34% Note, due September 11, 2024 13,482 13,718
$14.3 million 4.34% Note, due September 11, 2024 14,243 14,300
$15.1 million 4.99% Note, due January 6, 2024 14,409 14,643
$2.6 million 5.46% Note, due October 1, 2023 2,386 2,430
$50.0 million, 5.09% Note, due March 22, 2029 50,000
$50.0 million, 5.17% Note, due March 22, 2029 50,000
Floating rate notes
Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023^(6)^ 109,500 241,200
Total notes payable principal 645,896 619,444
Less deferred financing costs, net of accumulated amortization (1,197 ) (1,239 )
$ 644,699 $ 618,205
^(1)^ Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term through September 24, 2018 and 4.85% beginning September 25, 2018 through September 24, 2020.
--- ---
^(2)^ Promissory note includes an interest rate swap that fixed the LIBOR portion at 0.84% through February 3, 2017 and 1.75% beginning February 4, 2017 through October 30, 2020.
--- ---
^(3)^ Promissory note includes an interest rate swap that fixed the LIBOR portion at 1.50%.
--- ---
^(4)^ Promissory note includes an interest rate swap that fixed the LIBOR portion at 1.73%.
--- ---
^(5)^ Promissory note includes an interest rate swap that fixed the LIBOR portion of the interest rate at an average rate of 2.24% for the duration of the term through January 31, 2024.
--- ---
^(6)^ Unsecured line of credit includes certain Pillarstone Properties as of December 31, 2018, in determining the amount of credit available under the 2018 Facility which were released from collateral during 2019.
--- ---

22


SCHEDULE OF DEBT MATURITIES AS OF DECEMBER 31, 2019

(in thousands)

Year Amount Due
2020 $ 10,951
2021 1,611
2022 101,683
2023 137,363
2024 228,573
Thereafter 165,715
Total $ 645,896

23


Whitestone REIT and Subsidiaries<br><br>SUMMARY OF OCCUPANCY AND TOP TENANTS
Gross Leasable Area as of Occupancy % as of
December 31, December 31, September June 30, March 31,
Community Centered Properties^®^ 2019 2019 2019 2019 2019
Whitestone 4,953,571 90 % 90 % 89 % 90 %
Unconsolidated real estate partnership 926,798 75 % 77 % 77 % 79 %

24


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
Safeway Stores Incorporated ^(2)^ Austin, Houston and Phoenix $ 2,498 2.9 % 11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/16 2021, 2021, 2022, 2024, 2025 and 2034
Whole Foods Market Houston 2,042 2.3 % 9/3/2014 2035
Frost Bank Houston 1,910 2.2 % 7/1/2014 2024
Newmark Real Estate of Houston LLC Houston 1,029 1.2 % 10/1/2015 2026
Walgreens & Co. ^(3)^ Houston and Phoenix 946 1.1 % 11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996 2022, 2027, 2049 and 2056
Verizon Wireless ^(4)^ Houston and Phoenix 917 1.0 % 8/16/1994, 2/1/2004, 5/10/2004, 1/27/2006 and 5/1/2014 2020, 2022, 2023, 2024 and 2024
Bashas' Inc. ^(5)^ Phoenix 848 1.0 % 10/9/2004 and 4/1/2009 2024 and 2029
Alamo Drafthouse Cinema Austin 690 0.8 % 2/1/2012 2027
Dollar Tree ^(6)^ Houston and Phoenix 628 0.7 % 8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, and 5/21/2013 2021, 2023, 2025, 2025 and 2027
Wells Fargo & Company ^(7)^ Phoenix 565 0.6 % 10/24/1996 and 4/16/1999 2022 and 2023
Kroger Co. Dallas 483 0.6 % 12/15/2000 2022
Ruth's Chris Steak House Inc. Phoenix 466 0.5 % 1/1/1991 2030
Regus Corporation Houston 442 0.5 % 5/23/2014 2025
Paul's Ace Hardware Phoenix 427 0.5 % 3/1/2008 2023
Original Ninfas LP Houston 395 0.5 % 8/29/2018 2029
$ 14,286 16.4 %
^(1)^ Annualized Base Rental Revenues represents the monthly base rent as of December 31, 2019 for each applicable tenant multiplied by 12.
--- ---
^(2)^ As of December 31, 2019, we had six leases with the same tenant occupying space at properties located in Phoenix, Houston and Austin. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2034, was $1,047,000, which represents approximately 1.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2024, was $43,000, which represents less than 0.1% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 8, 1991, and is scheduled to expire in 2021, was $344,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 1, 2000, and is scheduled to expire in 2025, was $321,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $318,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized
--- ---

25


rental revenue for the lease that commenced on October 19, 2016, and is scheduled to expire in 2021, was $425,000, which represents approximately 0.5% of our total annualized base rental revenue.

^(3)^ As of December 31, 2019, we had four leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on November 3, 1996, and is scheduled to expire in 2049, was $279,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 2, 1987, and is scheduled to expire in 2027, was $189,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $181,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on August 24, 1996, and is scheduled to expire in 2056, was $298,000, which represents approximately 0.3% of our total annualized rental revenue.
^(4)^ As of December 31, 2019, we had five leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on August 16, 1994, and is scheduled to expire in 2020, was $21,000, 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 $132,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 1, 2004, and is scheduled to expire in 2024, was $38,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 1, 2014, and is scheduled to expire in 2024, was $719,000, which represents approximately 0.8% of our total annualized rental revenue. The annualized rental revenue for the lease that commenced on May 10, 2004, and is scheduled to expire in 2022, was $6,000, which represents less than 0.1% of our total annualized base rental revenue.
--- ---
^(5)^ As of December 31, 2019, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 9, 2004, and is scheduled to expire in 2024, was $119,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2009, and is scheduled to expire in 2029, was $729,000, which represents approximately 0.8% of our total annualized base rental revenue.
--- ---
^(6)^ As of December 31, 2019, we had five leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on August 10, 1999, and is scheduled to expire in 2025, was $88,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on December 17, 2009, and is scheduled to expire in 2025, was $110,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on June 29, 2001, and is scheduled to expire in 2021, was $168,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 21, 2013, and is scheduled to expire in 2023, was $110,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 8, 2009, and is scheduled to expire in 2027, was $151,000, which represents approximately 0.2% of our total annualized base rental revenue.
--- ---
^(7)^ As of December 31, 2019, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 24, 1996, and is scheduled to expire in 2022, was $131,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 16, 1999, and is scheduled to expire in 2023, was $434,000, which represents approximately 0.5% of our total annualized base rental revenue.
--- ---

26


Whitestone REIT and Subsidiaries<br><br>SUMMARY OF LEASING ACTIVITY
Three Months Ended Year Ended
December 31, December 31,
2019 2018 2019 2018
RENEWALS
Number of Leases 55 47 208 177
Total Square Feet ^(1)^ 257,440 94,983 726,246 409,217
Average Square Feet 4,681 2,021 3,492 2,312
Total Lease Value $ 22,701,000 $ 12,281,000 $ 59,815,000 $ 41,500,000
NEW LEASES
Number of Leases 21 28 109 131
Total Square Feet ^(1)^ 36,206 51,256 226,534 318,223
Average Square Feet 1,724 1,831 2,078 2,429
Total Lease Value $ 4,745,000 $ 5,402,000 $ 28,228,000 $ 41,186,000
TOTAL LEASES
Number of Leases 76 75 317 308
Total Square Feet ^(1)^ 293,646 146,239 952,780 727,440
Average Square Feet 3,864 1,950 3,006 2,362
Total Lease Value $ 27,446,000 $ 17,683,000 $ 88,043,000 $ 82,686,000
^(1)^ Represents the square footage as the result of new, renewal, expansion and contraction leases.
--- ---

27


Whitestone REIT and Subsidiaries<br><br>SUMMARY OF LEASING ACTIVITY
Type Number of Leases Signed Lease Value Signed GLA Signed Weighted Average Lease Term ^(2)^ TI and Incentives ^(3)^ TI and Incentives per Sq. Ft. Contractual Rent Per Sq. Ft. ^(4)^ Prior Contractual Rent Per Sq. Ft. ^(5)^ Annual Increase (Decrease) in Contractual Rent Cash Basis Increase (Decrease) Over Prior Rent Annual Increase (Decrease) in Straight-lined Rent Straight-lined Basis Increase (Decrease) Over Prior Rent
Comparable:^(1)^
Comparable Total Leases:
4th Quarter 2019 58 $ 22,877,760 261,520 5.1 $ 446,371 $ 1.71 $ 16.16 $ 15.48 $ 177,777 4.4 % $ 553,623 14.4 %
3rd Quarter 2019 53 12,857,359 141,219 3.3 655,507 4.64 19.21 17.88 188,460 7.4 % 348,891 14.4 %
2nd Quarter 2019 74 19,815,722 224,467 3.6 512,015 2.28 18.56 18.91 (77,384 ) (1.9 )% 226,404 5.6 %
1st Quarter 2019 63 13,356,942 159,291 3.9 249,511 1.57 19.74 19.95 (32,650 ) (1.1 )% 217,369 7.2 %
Total - 12 months 248 $ 68,907,783 786,497 4.1 $ 1,863,404 $ 2.37 $ 18.12 $ 17.80 $ 256,203 1.8 % $ 1,346,287 10.1 %
Comparable New Leases:
4th Quarter 2019 6 $ 852,078 10,270 5.0 $ 53,557 $ 5.21 $ 16.81 $ 11.05 $ 59,212 52.1 % $ 57,623 50.0 %
3rd Quarter 2019 11 3,489,257 18,604 5.8 347,513 18.68 28.09 28.56 (8,713 ) (1.6 )% 33,063 6.6 %
2nd Quarter 2019 19 5,068,397 31,505 5.8 259,037 8.22 23.87 24.77 (28,390 ) (3.6 )% 38,486 5.3 %
1st Quarter 2019 10 1,075,361 18,798 2.7 69,722 3.71 16.48 16.24 4,567 1.5 % 25,723 9.3 %
Total - 12 months 46 $ 10,485,093 79,177 5.0 $ 729,829 $ 9.22 $ 22.20 $ 21.86 $ 26,676 1.6 % $ 154,895 9.6 %
Comparable Renewal Leases:
4th Quarter 2019 52 $ 22,025,682 251,250 5.1 $ 392,814 $ 1.56 $ 16.14 $ 15.67 $ 118,565 3.0 % $ 496,000 13.3 %
3rd Quarter 2019 42 9,368,102 122,615 2.9 307,994 2.51 17.86 16.25 197,173 9.9 % 315,828 16.4 %
2nd Quarter 2019 55 14,747,325 192,962 3.2 252,978 1.31 17.70 17.95 (48,994 ) (1.4 )% 187,918 5.7 %
1st Quarter 2019 53 12,281,581 140,493 4.1 179,789 1.28 20.18 20.44 (37,217 ) (1.3 )% 191,646 7.0 %
Total - 12 months 202 $ 58,422,690 707,320 4.0 $ 1,133,575 $ 1.60 $ 17.66 1.00 $ 17.34 $ 229,527 1.8 % $ 1,191,392 10.2 %

28


Whitestone REIT and Subsidiaries<br><br>SUMMARY OF LEASING ACTIVITY<br><br>(continued)
Type Number of Leases Signed Lease Value Signed GLA Signed Weighted Average Lease Term ^(2)^ TI and Incentives ^(3)^ TI and Incentives per Sq. Ft. Contractual Rent Per Sq. Ft. ^(4)^
Total:
New & Renewal
4th Quarter 2019 76 $ 27,445,320 293,646 5.2 $ 889,152 $ 3.03 $ 17.06
3rd Quarter 2019 68 18,627,801 175,714 3.5 1,181,535 6.72 20.07
2nd Quarter 2019 92 26,144,460 283,777 4.1 1,728,883 6.09 18.30
1st Quarter 2019 81 15,825,899 199,643 3.9 688,431 3.45 19.11
Total - 12 months 317 $ 88,043,480 952,780 4.3 $ 4,488,001 $ 4.71 $ 18.41
New
4th Quarter 2019 21 $ 4,744,807 36,206 5.3 $ 461,538 $ 12.75 $ 22.46
3rd Quarter 2019 26 9,259,699 53,099 4.8 873,541 16.45 25.17
2nd Quarter 2019 35 10,711,818 83,510 6.0 1,390,932 16.66 19.75
1st Quarter 2019 27 3,511,673 53,719 3.8 508,249 9.46 17.65
Total - 12 months 109 $ 28,227,997 226,534 5.1 $ 3,234,260 $ 14.28 $ 20.95
Renewal
4th Quarter 2019 55 $ 22,700,513 257,440 5.1 $ 427,614 $ 1.66 $ 16.30
3rd Quarter 2019 42 9,368,102 122,615 2.9 307,994 2.51 17.86
2nd Quarter 2019 57 15,432,642 200,267 3.3 337,951 1.69 17.70
1st Quarter 2019 54 12,314,226 145,924 4.0 180,182 1.23 19.64
Total - 12 months 208 $ 59,815,483 726,246 4.0 $ 1,253,741 $ 1.73 $ 17.62
^(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.
--- ---

29


Whitestone REIT and Subsidiaries<br><br>LEASE EXPIRATIONS^(1)^
Annualized Base Rent^(2)^
Gross Leasable Area as of December 31, 2019
Year Number of<br>Leases Square Feet Percent<br>of Gross Leasable Area Amount<br>(in thousands) Percent of<br>Total Per Square Foot
2020 408 779,390 15.7 % $ 14,195 16.2 % $ 18.21
2021 222 607,382 12.3 % 11,402 13.0 % 18.77
2022 203 678,521 13.7 % 12,816 14.6 % 18.89
2023 164 497,112 10.0 % 10,352 11.8 % 20.82
2024 182 676,861 13.7 % 14,018 16.0 % 20.71
2025 83 380,917 7.7 % 6,354 7.3 % 16.68
2026 31 203,577 4.1 % 4,228 4.8 % 20.77
2027 30 177,173 3.6 % 3,588 4.1 % 20.25
2028 21 107,029 2.2 % 2,444 2.8 % 22.83
2029 25 177,331 3.6 % 3,360 3.8 % 18.95
Total 1,369 4,285,293 86.6 % $ 82,757 94.4 % $ 19.31
^(1)^ Lease expirations table reflects rents in place as of December 31, 2019, and does not include option periods.
--- ---
^(2)^ Annualized Base Rent represents the monthly base rent as of December 31, 2019 for each tenant multiplied by 12.
--- ---

30


Whitestone REIT and Subsidiaries<br>2020 FINANCIAL GUIDANCE
Projected Range
Full Year 2020
Low High
Net income attributable to Whitestone REIT $ 0.20 $ 0.24
Adjustments to reconcile net income to FFO:
Depreciation and amortization of real estate assets 0.63 0.63
Depreciation and amortization of real estate partnership (pro rata) 0.04 0.04
Funds from Operations (NAREIT) $ 0.87 $ 0.91
Adjustments to reconcile FFO to FFO Core:
Non cash share based compensation expense 0.15 0.15
Early debt extinguishment costs of real estate partnership (pro rata) 0.03 0.03
Funds from Operations Core $ 1.05 $ 1.09
Same Store NOI Growth^(1)^ 1.0 % 3.0 %
Occupancy (Average) 90.5 % 92.0 %
Average interest rate on all debt 4.2 % 4.2 %
Weighted average shares and OP units 44,468 44,468

^(1)^ Inclusive of lease termination fees, straight line rent and amortization of above/below market rents.

Note: Guidance reflects management’s view of current and future market conditions, as well as the earnings impact of events referenced in our earnings release and supplemental data package. This guidance does not include the operational or capital impact of any future unannounced acquisition, disposition, development or redevelopment activity. Estimates involve numerous assumptions such as rental income, interest rates, tenant default, occupancy rates, expenses, the consolidation of the Company’s non-wholly owned portfolio of non-retail assets and numerous other factors, and excludes potential future acquisitions and dispositions, acquisition and disposition transaction income and expenses and professional service fees. Not all of the factors are determinable at this time and actual results may vary from the projected results, and may be above or below the range indicated.

31


Whitestone REIT and Subsidiaries<br><br>Property Details<br><br>As of December 31, 2019
Community Name Location Year Built/<br><br>Renovated Gross Leasable<br><br>Square Feet Percent<br><br>Occupied at<br><br>12/31/2019 Annualized Base<br><br>Rental Revenue<br><br>(in thousands) ^(1)^ Average<br><br>Base Rental<br><br>Revenue Per<br><br>Sq. Ft. ^(2)^ Average Net Effective Annual Base Rent Per Leased Sq. Ft.^(3)^
Whitestone Properties:
Ahwatukee Plaza Phoenix 1979 72,650 86 % $ 826 $ 13.22 $ 12.80
Anthem Marketplace Phoenix 2000 113,293 96 % 1,756 16.15 16.03
Anthem Marketplace Phase II Phoenix 2019 6,853 100 % 63 9.19 27.55
Bissonnet Beltway Houston 1978 29,205 85 % 376 15.15 14.50
BLVD Place Houston 2014 216,944 99 % 8,739 40.69 43.48
The Citadel Phoenix 2013 28,547 99 % 502 17.76 16.43
City View Village San Antonio 2005 17,870 100 % 520 29.10 29.12
Davenport Village Austin 1999 128,934 97 % 3,250 25.99 25.72
Desert Canyon Phoenix 2000 62,533 95 % 873 14.70 14.38
Eldorado Plaza Dallas 2004 219,287 97 % 3,201 15.05 15.17
Fountain Hills Phoenix 2009 111,289 88 % 1,626 16.60 16.52
Fountain Square Phoenix 1986 118,209 80 % 1,741 18.41 17.86
Fulton Ranch Towne Center Phoenix 2005 120,575 92 % 1,881 16.96 18.93
Gilbert Tuscany Village Phoenix 2009 49,415 100 % 975 19.73 19.03
Gilbert Tuscany Village Hard Corner Phoenix 2009 14,603 100 % 124 8.49 8.91
Heritage Trace Plaza Dallas 2006 70,431 98 % 1,536 22.25 22.52
Headquarters Village Dallas 2009 89,134 79 % 2,149 30.52 30.86
Keller Place Dallas 2001 93,541 95 % 1,002 11.28 11.22
Kempwood Plaza Houston 1974 91,302 97 % 1,139 12.86 13.45
La Mirada Phoenix 1997 147,209 86 % 2,845 22.47 23.07
Las Colinas Village Dallas 2000 104,919 86 % 2,403 26.63 27.29
Lion Square Houston 2014 117,592 90 % 1,496 14.14 13.07
The Marketplace at Central Phoenix 2012 111,130 99 % 1,037 9.43 8.99
Market Street at DC Ranch Phoenix 2003 244,888 98 % 4,846 20.19 19.96
Mercado at Scottsdale Ranch Phoenix 1987 118,730 85 % 1,644 16.29 16.35
Paradise Plaza Phoenix 1983 125,898 90 % 1,421 12.54 13.22
Parkside Village North Austin 2005 27,045 100 % 826 30.54 30.87
Parkside Village South Austin 2012 90,101 91 % 2,173 26.50 26.56
Pima Norte Phoenix 2007 35,110 58 % 368 18.07 19.21
Pinnacle of Scottsdale Phoenix 1991 113,108 96 % 2,260 20.81 21.25
Pinnacle Phase II Phoenix 2017 27,063 100 % 750 27.71 26.16
The Promenade at Fulton Ranch Phoenix 2007 98,792 88 % 1,279 14.71 15.46
Providence Houston 1980 90,327 96 % 975 11.24 11.29
Quinlan Crossing Austin 2012 109,892 96 % 2,389 22.65 23.49
Seville Phoenix 1990 90,042 78 % 2,361 33.62 34.24
Shaver Houston 1978 21,926 100 % 342 15.60 15.55
Shops at Pecos Ranch Phoenix 2009 78,767 79 % 1,704 27.38 26.47
Shops at Starwood Dallas 2006 55,385 97 % 1,446 26.92 29.38
The Shops at Williams Trace Houston 1985 132,991 94 % 1,996 15.97 15.73
South Richey Houston 1980 69,928 100 % 757 10.83 10.85
Spoerlein Commons Chicago 1987 41,455 82 % 691 20.33 20.83
Starwood Phase II Dallas 2016 35,351 86 % 1,102 36.25 35.65
The Strand at Huebner Oaks San Antonio 2000 73,920 97 % 1,639 22.86 22.80
SugarPark Plaza Houston 1974 95,032 100 % 1,222 12.86 13.03
Sunridge Houston 1979 49,359 79 % 528 13.54 12.54
Sunset at Pinnacle Peak Phoenix 2000 41,530 82 % 606 17.79 18.55
Terravita Marketplace Phoenix 1997 102,733 52 % 1,198 22.43 21.68
Town Park Houston 1978 43,526 100 % 1,002 23.02 22.01
Village Square at Dana Park Phoenix 2009 323,026 86 % 6,357 22.88 22.74
Westchase Houston 1978 50,332 88 % 642 14.49 14.04
Williams Trace Plaza Houston 1983 129,222 93 % 1,858 15.46 15.24
Windsor Park San Antonio 2012 196,458 97 % 1,879 9.86 9.58
Woodlake Plaza Houston 1974 106,169 62 % 969 14.72 14.16
Total/Weighted Average - Whitestone Properties 4,953,571 90 % 87,290 19.58 19.77
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 4,953,571 90 % $ 87,290 $ 19.58 $ 19.77
Properties owned in Unconsolidated Real Estate Partnership (81.4% ownership):
9101 LBJ Freeway Dallas 1985 125,874 60 % $ 1,341 $ 17.76 $ 17.36
Corporate Park Northwest Houston 1981 174,359 81 % 1,900 13.45 13.53
Corporate Park Woodland II Houston 2000 14,344 100 % 239 16.66 16.45
Holly Hall Industrial Park Houston 1980 90,000 82 % 651 8.82 9.13
Holly Knight Houston 1984 20,015 95 % 375 19.72 20.11
Interstate 10 Warehouse Houston 1980 151,000 55 % 393 4.73 4.61
Uptown Tower Dallas 1982 253,981 77 % 4,233 21.64 21.83
Westgate Service Center Houston 1984 97,225 94 % 761 8.33 8.06
Total/Weighted Average - Unconsolidated Properties 926,798 75 % $ 9,893 $ 14.23 $ 14.25
^(1)^ Calculated as the tenant’s actual December 31, 2019 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of December 31, 2019. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of December 31, 2019 equaled approximately $76,000 for the month ended December 31, 2019.
--- ---
^(2)^ Calculated as annualized base rent divided by leased square feet as of December 31, 2019.
--- ---
^(3)^ Represents (i) the contractual base rent for leases in place as of December 31, 2019, adjusted to a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of December 31, 2019.
--- ---
^(4)^ As of December 31, 2019, these parcels of land were held for development and, therefore, had no gross leasable area.
--- ---

32


suppbackcovera02.jpg