EX-99.2 3 exhibit992supplemental.htm EX-99.2 Document

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CORPORATE PROFILE
NYSE: WSR
Whitestone REIT (NYSE: WSR) is a self-managed fully integrated real estate investment trust that primarily
Common Shares
owns, manages and redevelops high quality retail properties which we refer to as Community Centered
Properties®. As of June 30, 2020, we wholly owned 58 Community Centered Properties® with
58 Community Centers
approximately 5.0 million square feet of gross leasable area, located in six of the top markets in the United States in
5.0 million sq. ft. of gross
terms of population growth: Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio.
leasable area
Headquartered in Houston, Texas, we were founded in 1998. We also own an 81.4% interest in eight properties
1,382 tenants
with approximately 0.9 million square feet of gross leasable area through our equity investment in Pillarstone
Capital REIT Operating Partnership LP (“Pillarstone OP”).
6 Top Growth Markets
We focus on value creation in our properties, as we market, lease and manage our properties. We invest in
Austin
properties that are or can become Community Centered Properties® from which our tenants deliver needed services
Chicago
to the surrounding community. We focus on properties with smaller rental spaces that present opportunities for
Dallas-Fort Worth
attractive returns.
Houston
Phoenix
Our strategic efforts target entrepreneurial, service-oriented tenants at each property who provide services to their
San Antonio
respective surrounding communities. Operations include an internal management structure providing cost-effective
services to locally-oriented, smaller space tenants. Multi-cultural community focus sets us apart from traditional
Fiscal Year End
commercial real estate operators. We value diversity on our team and maintain in-house leasing, property
12/31
management, marketing, construction and maintenance departments with culturally diverse and multi-lingual
associates who understand the particular needs of our tenants and neighborhoods.
Common Shares &
Units Outstanding*:
We have a diverse tenant base concentrated on service offerings such as specialty retail, grocery, restaurants,
Common Shares: 42.3 million
medical, educational and financial services and entertainment. These tenants tend to occupy smaller spaces (less
Operating Partnership Units:
than 3,000 square feet) and, as of June 30, 2020, provided a 48% premium rental rate compared to our larger
     0.8 million
space tenants. The largest of our 1,382 tenants at our wholly owned properties comprised only 2.8% of our
annualized base rental revenues for the three months ended June 30, 2020.
Distribution (per share / unit)*:
Quarter: $ 0.1050
Investor Relations:
Annualized: $ 0.42Whitestone REITICR Inc.
Dividend Yield: 6.3%**Kevin Reed, Director of Investor RelationsBrad Cohen
2600 South Gessner, Suite 500, Houston, Texas 77063203.682.8211
Board of Trustees:713.435.2219 email: ir@whitestonereit.com
Nandita V. Berry
website: www.whitestonereit.com
Jeffrey A. Jones
Paul T. Lambert
Analyst Coverage:
Jack L. Mahaffey
B. Riley FBR
JMP Securities
Maxim Group
Ladenburg Thalmann
James C. Mastandrea
Craig Kucera
Aaron Hecht
Michael Diana
John J. Massocca
David F. Taylor
540.277.3366
415.835.3963
212.895.3641
212.409.2543
Trustee Emeritus:
ckucera@brileyfbr.com
ahecht@jmpsecurities.com
mdiana@maximgrp.com
jmassocca@ladenburg.com
Daniel G. DeVos
* As of August 4, 2020
** Based on common share price
of $6.71 as of close of market on
August 4, 2020.
We are followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding our performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of our management. We do not by our reference above or distribution imply our endorsement of or concurrence with such information, conclusions or recommendations.
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WHITESTONE REIT
REPORTS SECOND QUARTER 2020 RESULTS & PROVIDES COVID-19 UPDATE


Houston, Texas, August 5, 2020 - Whitestone REIT (NYSE: WSR) (“Whitestone” or the “Company”) today announced its operating and financial results for the second quarter of 2020 along with an update on its business activities due to the ongoing COVID-19 pandemic. 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 provide daily necessities, needed services and entertainment to their 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.

Second Quarter Operating and Financial Highlights:

Net Income attributable to common shareholders for the quarter ended June 30, 2020 was $0.4 million, or $0.01 per diluted share
Funds from Operations (“FFO”) was $8.4 million, or $0.19 per share
FFO Core was $9.6 million or $0.22 per share
Rental rates on comparable new and renewal leases signed for the twelve months ended June 30, 2020 increased 6.7% and 12.4%, respectively, on a GAAP basis
Same-store Net Operating Income decreased 7.9% and 4.4% for the three and six month periods, respectively
Paid quarterly dividend of $0.105 per share

COVID-19 Update Summary (as of August 3, 2020)

All 53 community centers are open and have remained open throughout the pandemic
94% of total tenants are open and operating (based on ABR)
81% of total Q2 2020 contractual rents have been collected
86% of total July contractual rents have been collected to date
Entered into rent deferral agreements representing 5% of Q2 2020 revenue
Entered into rent deferral agreements representing 2% of July revenue
Grew cash and cash equivalents to $45.0 million, a $8.2 million, or 22.3% increase since Q1-2020
Bad debt/uncollectable revenue for the quarter was $2.8 million, or $0.07 per share, primarily due to COVID-19 pandemic and included $500,000 or $0.01 per share non-cash straight line receivables

Jim Mastandrea, Chairman and Chief Executive Officer of Whitestone REIT commented, “Our properties continue to perform well as our service-focused, community-centered tenants pursue creative ways to serve their local neighborhoods. We continue to support our entrepreneurial tenants as they persevere through these uncertain times. We also continue to demonstrate the resiliency of our portfolio as demonstrated by our strong rental collections. Our results underscore our entrepreneurial tenants’ sustainability through tough times and Whitestone’s ability to craft the right mix of tenants to serve the needs of our high household income neighborhoods in the high growth markets of Texas and Arizona. To date, we have seen minimal store closings in our diverse tenant mix and believe that Whitestone, our tenants and our communities will emerge stronger than ever as the pandemic subsides.”

Mr Mastandrea added, “Our focus continues to be on protecting the health of our employees, tenants and the communities that we serve. As local economies recover, we plan to build on the progress we demonstrated in the beginning of the year in our continuing efforts to position the Company to drive long term shareholder value.”

Financial Results

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

Net Income attributable to common shareholders for the quarter ended June 30, 2020 of $0.4 million, or $0.01 per diluted share, inclusive of $2.8 million, or $0.07 per share, related to credit loss and straight-line rent reserve, primarily due to the impact of the COVID-19 pandemic. Net income attributable to common shareholders for the quarter ended June 30, 2019 was $3.3 million, or $0.08 per share.
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FFO for the quarter ended June 30, 2020 was $8.4 million, or $0.19 per share, as compared to $10.0 million, or $0.24 per share for the quarter ended June 30, 2019. The decrease is primarily due to the $2.8 million of bad debt/uncollectable revenue primarily related to the impact of the COVID-19 pandemic. FFO Core for the quarter ended June 30, 2020 was $9.6 million or $0.22 per share, compared to $11.1 million, or $0.27 per share for the quarter ended June 30, 2019.

Operating Results

For the periods ending June 30, 2020 and 2019, the Company’s operating highlights were as follows:
Second Quarter 2020Second Quarter 2019
Occupancy:
Wholly Owned Properties
89.2%
89.4%
Same Store Property Net Operating Income Growth(1)
(7.9)%
1.0%
Rental Rate Growth - Total (GAAP Basis):
11.3%
5.6%
New Leases
3.4%
5.3%
Renewal Leases
13.5%
5.7%
Leasing Transactions:
Number of New Leases
21
35
New Leases - Annualized Revenue (millions)
$5.2
$10.7
Number of Renewal Leases
43
57
Renewal Leases - Annualized Revenue (millions)
$9.8
$15.4
(1) Excludes straight-line rent, amortization of above/below market rates and lease termination fees in both periods.

Real Estate Portfolio Update

Community Centered PropertiesTM Portfolio Statistics:

As of June 30, 2020, Whitestone wholly owned 58 Community Centered PropertiesTM with 5.0 million square feet of gross leasable area ("GLA"). Five of the 58 Community Centered PropertiesTM are land parcels held for future development. The portfolio is comprised of 30 properties in Texas, 27 in Arizona and one in Illinois. Whitestone’s Retail Community Centered PropertiesTM are located in Austin (4), San Antonio (3), Chicago (1), Dallas-Fort Worth (8), Houston (15) and the greater Phoenix metropolitan area (27). In addition to being business friendly, these are six of the top markets in the country in terms of size, economic strength and population growth. 2017 estimates show the projected 5-year population growth rates for both Austin and Dallas-Fort Worth to be 9.7%, San Antonio to be 8.6%, Houston to be 8.0%, and Phoenix to be 6.6% (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 second quarter, the Company’s diversified tenant base was comprised of 1,382 tenants, with the largest tenant accounting for only 2.8% of annualized base rental revenues. Lease terms range from less than one year for smaller tenants to over 15 years for larger tenants. Whitestone’s leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance, and typically exclude restrictive lease clauses.






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

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COVID-19 Update Summary

During the second quarter of 2020, the COVID-19 pandemic continued to impact the Company’s operations. As of the end of the second quarter, approximately 94% (% of ABR) of the Company’s tenants were open for business. Cash collections for the quarter totaled 81% of contractual rents. These strong collections are a result of the Company’s strategic locations, well-crafted tenant mix and the efforts of its team members in proactively working with tenants to assist them through these difficult times. Cash collections in July are trending up with 86% collected to date. Agreed upon deferrals of rent were 5% of revenue for the quarter and 2% of revenue for the month of July so far.

Balance Sheet and Liquidity

As of August 3, 2020, Whitestone had $45.0 million in cash and cash equivalents, $1.2 million of availability and $110.5 million of capacity under its credit facility. At June 30, 2020, Whitestone had $39.9 million of cash and cash equivalents on its balance sheet, $1.2 million of availability and $110.5 million of capacity under its credit facility.

Whitestone has one $9 million mortgage loan maturing in 2020, that it expects to refinance in the third quarter, and no real estate debt maturing in 2021.

The Company has undepreciated real estate assets of $1.1 billion at June 30, 2020.

At June 30, 2020, 50 of the Company’s wholly owned 58 properties were unencumbered by mortgage debt, with an undepreciated cost basis of $804.7 million. At June 30, 2020, the Company had total real estate debt, net of cash, of $636.9 million, of which approximately 84% was subject to fixed interest rates. The Company’s weighted average interest rate on all fixed rate debt as of the end of the second quarter was 4.1% and the weighted average remaining term was 4.8 years.

Dividend

On June 16, 2020, the Company declared a quarterly cash distribution of $0.105 per common share and OP unit for the third quarter of 2020, to be paid in three equal installments of $0.035 in July, August, and September of 2020. Going forward, Whitestone’s Board of Trustees will continue to evaluate dividend declarations each quarter. Whitestone intends to maintain compliance with REIT taxable income distribution requirements.


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, August 6, 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: (866) 548-4713
Dial-in number for international participants: (323) 794-2093

The conference call will be recorded, and a telephone replay will be available through Thursday, August 20, 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): 8963892

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.

The second quarter 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.

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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 provide 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: uncertainties related to the COVID-19 pandemic, including the unknown duration and economic, operational and financial impacts of the COVID-19 pandemic, especially in Texas and Arizona which have seen dramatic increases in positive test rates and where substantially all of our properties are located, and the actions taken or contemplated by U.S. and local governmental authorities or others in response to the pandemic on the Company’s business, employees and tenants, including, among others, (a) changes in tenant demand for the Company’s properties, (b) financial challenges confronting major tenants, including as a result of decreased customers’ willingness to frequent, and mandated stay in place orders that have prevented customers from frequenting, some of Company’s tenants’ businesses and the impact of these issues on the Company’s ability to collect rent from its tenants; (c) operational changes implemented by the Company, including remote working arrangements, which may put increased strain on IT systems and create increased vulnerability to cybersecurity incidents, (d) significant reduction in the Company’s liquidity due to the lack of further availability under its revolving credit facility and limited ability to access the capital markets and other sources of financing on attractive terms or at all, and (e) prolonged measures to contain the spread of COVID-19 or the premature easing of government-imposed restrictions implemented to contain the spread of COVID-19; the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; the Company's ability to meet its long-term goals, 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 including, but not limited to, the significant volatility and disruption in the global financial markets caused by the COVID-19 pandemic; lease terminations or lease defaults; the impact of competition on the Company's efforts to renew existing leases; changes in the economies and other conditions of the specific markets in which the Company operates; economic, legislative and regulatory changes, including changes to laws governing REITs and the impact of the legislation commonly known as the Tax Cuts and Jobs Act; the success of the Company's real estate strategies and investment objectives; the Company's ability to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended; and other factors detailed in the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time.
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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.

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 (loss) (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. FFO does not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company's performance or to cash flow from operations as a measure of liquidity or ability to make distributions and service debt.

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

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

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
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estate industry. However, NOI should not be viewed as a measure of the Company's overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes, gain or loss on sale or disposition of assets, and the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties. Other REITs may use different methodologies for calculating NOI, and accordingly, the Company's NOI may not be comparable to that of other REITs.

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

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



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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
June 30, 2020December 31, 2019
(unaudited)
ASSETS
Real estate assets, at cost
Property$1,102,379  $1,099,955  
Accumulated depreciation(150,711) (137,933) 
Total real estate assets951,668  962,022  
Investment in real estate partnership34,653  34,097  
Cash and cash equivalents39,924  15,530  
Restricted cash155  113  
Escrows and acquisition deposits6,940  8,388  
Accrued rents and accounts receivable, net of allowance for doubtful accounts24,676  22,854  
Receivable due from related party1,069  477  
Unamortized lease commissions, legal fees and loan costs8,194  8,960  
Prepaid expenses and other assets(1)
3,364  3,819  
Total assets$1,070,643  $1,056,260  
LIABILITIES AND EQUITY
Liabilities:
Notes payable$676,371  $644,699  
Accounts payable and accrued expenses(2)
45,127  39,336  
Payable due to related party705  307  
Tenants' security deposits6,881  6,617  
Dividends and distributions payable4,528  12,203  
Total liabilities733,612  703,162  
Commitments and contingencies:—  —  
Equity:
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of June 30, 2020 and December 31, 2019—  —  
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 42,343,638 and 41,492,117 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively42  41  
Additional paid-in capital558,516  554,816  
Accumulated deficit(210,921) (204,049) 
Accumulated other comprehensive loss(16,915) (5,491) 
Total Whitestone REIT shareholders' equity330,722  345,317  
Noncontrolling interest in subsidiary6,309  7,781  
Total equity337,031  353,098  
Total liabilities and equity$1,070,643  $1,056,260  



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Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)

June 30, 2020December 31, 2019
(unaudited)
(1) Operating lease right of use assets (net) (related to adoption of Topic 842)
$883  $1,328  
(2) Operating lease liabilities (related to adoption of Topic 842)
$887  $1,331  

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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Revenues
Rental(1)
$27,052  $29,126  $57,248  $58,159  
Management, transaction, and other fees545  452  933  1,113  
Total revenues27,597  29,578  58,181  59,272  
Operating expenses
Depreciation and amortization6,970  6,612  13,941  13,076  
Operating and maintenance4,395  5,214  9,992  9,642  
Real estate taxes4,385  4,019  8,921  8,064  
General and administrative
4,644  4,915  9,744  10,917  
Total operating expenses20,394  20,760  42,598  41,699  
Other expenses (income)
Interest expense6,468  6,526  13,161  13,059  
Loss on sale or disposal of assets and assets held for sale657  113  864  115  
Interest, dividend and other investment income(73) (164) (135) (409) 
Total other expense7,052  6,475  13,890  12,765  
Income before equity investments in real estate partnerships and income tax
151  2,343  1,693  4,808  
Equity in earnings of real estate partnership364  464  556  956  
Provision for income tax(96) (104) (183) (222) 
Income from continuing operations419  2,703  2,066  5,542  
Gain on sale of property from discontinued operations—  701  —  701  
Income from discontinued operations—  701  —  701  
Net income419  3,404  2,066  6,243  
Less: Net income attributable to noncontrolling interests 77  44  142  
Net income attributable to Whitestone REIT$410  $3,327  $2,022  $6,101  


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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(in thousands, except per share data)
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Basic Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares
$0.01  $0.06  $0.05  $0.13  
Income from discontinued operations attributable to Whitestone REIT
0.00  0.02  0.00  0.02  
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
$0.01  $0.08  $0.05  $0.15  
Diluted Earnings Per Share:
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares
$0.01  $0.06  $0.05  $0.13  
Income from discontinued operations attributable to Whitestone REIT
0.00  0.02  0.00  0.02  
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
$0.01  $0.08  $0.05  $0.15  
Weighted average number of common shares outstanding:
Basic42,212  39,886  42,130  39,768  
Diluted42,763  40,839  42,734  40,853  
Consolidated Statements of Comprehensive Loss
Net income$419  $3,404  $2,066  $6,243  
Other comprehensive loss
Unrealized loss on cash flow hedging activities(684) (6,035) (11,636) (9,505) 
Comprehensive loss(265) (2,631) (9,570) (3,262) 
Less: Net income attributable to noncontrolling interests 77  44  142  
Less: Comprehensive loss attributable to noncontrolling interests(15) (137) (246) (217) 
Comprehensive loss attributable to Whitestone REIT$(259) $(2,571) $(9,368) $(3,187) 
11


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

Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
    (1) Rental
Rental revenues$21,706  $21,378  $43,783  $43,129  
Recoveries7,674  7,907  16,637  15,461  
Bad debt(2,328) (159) (3,172) (431) 
Total rental$27,052  $29,126  $57,248  $58,159  





12


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended June 30,
 20202019
Cash flows from operating activities:  
Net income from continuing operations$2,066  $5,542  
Net income from discontinued operations—  701  
  Net income2,066  6,243  
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization13,941  13,076  
Amortization of deferred loan costs562  534  
Loss on sale or disposal of assets and assets held for sale864  115  
Bad debt3,172  431  
Share-based compensation2,388  2,908  
Equity in earnings of real estate partnership(556) (956) 
Changes in operating assets and liabilities:
Escrows and acquisition deposits1,448  1,587  
Accrued rents and accounts receivable(4,994) (968) 
Receivable due from related party(592) (256) 
Distributions from real estate partnership—  889  
Unamortized lease commissions, legal fees and loan costs(461) 386  
Prepaid expenses and other assets1,263  (5,426) 
Accounts payable and accrued expenses(5,843) 465  
Payable due to related party398  31  
Tenants' security deposits264  257  
Net cash provided by operating activities13,920  18,615  
Cash flows from investing activities:  
Additions to real estate(3,053) (6,228) 
Net cash used in investing activities(3,053) (6,228) 
Net cash provided by investing activities of discontinued operations—  701  
Cash flows from financing activities:  
Distributions paid to common shareholders(16,341) (22,617) 
Distributions paid to OP unit holders(349) (529) 
Proceeds from issuance of common shares, net of offering costs2,241  3,716  
Payments of exchange offer costs(43) (5) 
Proceeds from notes payable1,734  —  
Proceeds from bonds payable—  100,000  
Net proceeds from (payments of) credit facility30,000  (90,200) 
Repayments of notes payable(1,603) (6,851) 
Payments of loan origination costs—  (4,088) 
Repurchase of common shares(2,070) (776) 
Net cash provided by (used in) financing activities13,569  (21,350) 
Net increase (decrease) in cash, cash equivalents and restricted cash24,436  (8,262) 
Cash, cash equivalents and restricted cash at beginning of period15,643  13,786  
Cash, cash equivalents and restricted cash at end of period (1)
$40,079  $5,524  

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


13


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(Unaudited)
(in thousands)
Six Months Ended June 30,
20202019
Supplemental disclosure of cash flow information:  
Cash paid for interest$12,626  $12,615  
Cash paid for taxes$—  $396  
Non cash investing and financing activities:  
Disposal of fully depreciated real estate$24  $195  
Financed insurance premiums$1,431  $1,238  
Value of shares issued under dividend reinvestment plan$58  $69  
Value of common shares exchanged for OP units$1,127  $10  
Change in fair value of cash flow hedge$(11,636) $(9,505) 

June 30,
20202019
Cash, cash equivalents and restricted cash
Cash and cash equivalents$39,924  $5,425  
Restricted cash155  99  
Total cash, cash equivalents and restricted cash$40,079  $5,524  


14


Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per share and per unit data)
Three Months EndedSix Months Ended
 June 30,June 30,
FFO (NAREIT) AND FFO CORE2020201920202019
Net income attributable to Whitestone REIT$410  $3,327  $2,022  $6,101  
  Adjustments to reconcile to FFO:
Depreciation and amortization of real estate
6,909  6,544  13,818  12,939  
Depreciation and amortization of real estate assets of real estate partnership (pro rata)
427  649  876  1,270  
Loss on sale or disposal of assets and assets held for sale of continuing operations, net
657  113  864  115  
Gain on sale of property from discontinued operations, net
—  (701) —  (701) 
Loss on sale or disposal of properties or assets of real estate partnership (pro rata)
  54   
Net income attributable to noncontrolling interests
 77  44  142  
FFO (NAREIT)8,413  10,013  17,678  19,873  
  Adjustments to reconcile to FFO Core:
Share-based compensation expense1,196  1,100  2,522  3,051  
FFO Core$9,609  $11,113  $20,200  $22,924  
FFO PER SHARE AND OP UNIT CALCULATION
Numerator:
FFO$8,413  $10,013  $17,678  $19,873  
Distributions paid on unvested restricted common shares
—  —  —  (41) 
FFO excluding amounts attributable to unvested restricted common shares
$8,413  $10,013  $17,678  $19,832  
FFO Core excluding amounts attributable to unvested restricted common shares
$9,609  $11,113  $20,200  $22,883  
Denominator:
Weighted average number of total common shares - basic
42,212  39,886  42,130  39,768  
Weighted average number of total noncontrolling OP units - basic
828  928  866  928  
Weighted average number of total common shares and noncontrolling OP units - basic
43,040  40,814  42,996  40,696  
Effect of dilutive securities:
Unvested restricted shares551  953  604  1,085  
Weighted average number of total common shares and noncontrolling OP units - diluted
43,591  41,767  43,600  41,781  
FFO per common share and OP unit - basic$0.20  $0.25  $0.41  $0.49  
FFO per common share and OP unit - diluted$0.19  $0.24  $0.41  $0.47  
FFO Core per common share and OP unit - basic$0.22  $0.27  $0.47  $0.56  
FFO Core per common share and OP unit - diluted
$0.22  $0.27  $0.46  $0.55  

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months EndedSix Months Ended
 June 30,June 30,
PROPERTY NET OPERATING INCOME2020201920202019
Net income attributable to Whitestone REIT$410  $3,327  $2,022  $6,101  
General and administrative expenses4,644  4,915  9,744  10,917  
Depreciation and amortization6,970  6,612  13,941  13,076  
Equity in earnings of real estate partnership(364) (464) (556) (956) 
Interest expense6,468  6,526  13,161  13,059  
Interest, dividend and other investment income(73) (164) (135) (409) 
Provision for income taxes96  104  183  222  
Gain on sale of property from discontinued operations, net—  (701) —  (701) 
Management fee, net of related expenses56  (42) 165  (50) 
Loss on sale or disposal of assets and assets held for sale of continuing operations, net
657  113  864  115  
NOI of real estate partnership (pro rata)1,164  1,679  2,260  3,438  
Net income attributable to noncontrolling interests 77  44  142  
NOI20,037  21,982  41,693  44,954  
Non-Same Store NOI (1)
(439) 79  (1,012) 105  
NOI of real estate partnership (pro rata)(1,164) (1,679) (2,260) (3,438) 
NOI less Non-Same Store NOI and NOI of real estate partnership (pro rata)18,434  20,382  38,421  41,621  
Same Store straight line rent adjustments340  (281) 690  (740) 
Same Store amortization of above/below market rents(225) (192) (441) (464) 
Same Store lease termination fees(271) (65) (301) (274) 
Same Store NOI (2)
$18,278  $19,844  $38,369  $40,143  


(1) We define “Non-Same Store” as properties that have been acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. For purposes of comparing the three months ended June 30, 2020 to the three months ended June 30, 2019, Non-Same Store includes properties acquired between April 1, 2019 and June 30, 2020 and properties sold between April 1, 2019 and June 30, 2020, but not included in discontinued operations. For purposes of comparing the six months ended June 30, 2020 to the six months ended June 30, 2019, Non-Same Store includes properties acquired between January 1, 2019 and June 30, 2020 and properties sold between January 1, 2019 and June 30, 2020, but not included in discontinued operations.

(2) We define “Same Store” as properties that have been owned during the entire period being compared. For purposes of comparing the three months ended June 30, 2020 to the three months ended June 30, 2019, Same Store includes properties owned before April 1, 2019 and not sold before June 30, 2020. For purposes of comparing the six months ended June 30, 2020 to the six months ended June 30, 2019, Same Store includes properties owned before April 1, 2019 and not sold before June 30, 2020.

Whitestone REIT and Subsidiaries
RECONCILIATION OF NON-GAAP MEASURES
(continued)
(in thousands)
Three Months EndedSix Months Ended
June 30,June 30,
EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION2020201920202019
Net income attributable to Whitestone REIT$410  $3,327  $2,022  $6,101  
Depreciation and amortization6,970  6,612  13,941  13,076  
Equity in earnings of real estate partnership(364) (464) (556) (956) 
Interest expense6,468  6,526  13,161  13,059  
Provision for income taxes96  104  183  222  
Gain on sale property from discontinued operations, net—  (701) —  (701) 
Management fee, net of related expenses56  (42) 165  (50) 
Loss on sale or disposal of assets and assets held for sale of continuing operations, net
657  113  864  115  
EBITDA adjustments for real estate partnership999  1,578  1,886  3,249  
Net income attributable to noncontrolling interests 77  44  142  
EBITDA$15,301  $17,130  $31,710  $34,257  
15


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

Three Months Ended June 30,
20202019ChangePercent Change
Same Store (51 properties, excluding development land)
Property revenues
Rental$26,262  $29,126  $(2,864) (10)%
Management, transaction and other fees390  221  169  76 %
Total property revenues26,652  29,347  (2,695) (9)%
Property expenses
Property operation and maintenance4,026  4,946  (920) (19)%
Real estate taxes4,192  4,019  173  %
Total property expenses8,218  8,965  (747) (8)%
Total property revenues less total property expenses18,434  20,382  (1,948) (10)%
Same Store straight line rent adjustments340  (281) 621  (221)%
Same Store amortization of above/below market rents(225) (192) (33) 17 %
Same Store lease termination fees(271) (65) (206) 317 %
Same Store NOI (1)
$18,278  $19,844  $(1,566) (8)%

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

16


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

Six Months Ended June 30,
20202019ChangePercent Change
Same Store (51 properties, excluding development land)
Property revenues
Rental$55,613  $58,159  $(2,546) (4)%
Management, transaction and other fees588  648  (60) (9)%
Total property revenues56,201  58,807  (2,606) (4)%
Property expenses
Property operation and maintenance9,246  9,122  124  %
Real estate taxes8,534  8,064  470  %
Total property expenses17,780  17,186  594  %
Total property revenues less total property expenses38,421  41,621  (3,200) (8)%
Same Store straight line rent adjustments690  (740) 1,430  (193)%
Same Store amortization of above/below market rents(441) (464) 23  (5)%
Same Store lease termination fees(301) (274) (27) 10 %
Same Store NOI (1)
$38,369  $40,143  $(1,774) (4)%

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

17



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

Three Months EndedSix Months Ended
June 30,June 30,
 2020201920202019
Other Financial Information:
Tenant improvements (1) (2)
$491  $706  $985  $1,268  
Leasing commissions (1) (2)
$366  $913  $736  $1,371  
Maintenance capital (1)
$824  $1,509  $1,910  $2,478  
Scheduled debt principal payments (1)
$477  $508  $960  $1,029  
Straight line rent income (1)
$(343) $368  $(725) $906  
Market rent amortization income from acquired leases (1)
$232  $181  $439  $441  
Non-cash share-based compensation expense (1)
$1,196  $1,100  $2,522  $3,051  
Non-real estate depreciation and amortization (1)
$61  $69  $123  $138  
Amortization of loan fees (1)
$286  $317  $569  $575  
Undepreciated value of unencumbered properties$804,714  $761,597  $804,714  $761,597  
Number of unencumbered properties50  49  50  49  
Full time employees86  101  86  101  

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

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


18


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(in thousands, except per share amounts and percentages)
As of June 30, 2020
MARKET CAPITALIZATION:Percent of Total EquityTotal Market CapitalizationPercent of Total Market Capitalization
Equity Capitalization:
Common shares outstanding98.2 %42,344  
Operating partnership units outstanding1.8 %777  
Total100.0 %43,121  
Market price of common shares as of
June 30, 2020$7.27  
Total equity capitalization313,490  33 %
Debt Capitalization:
Outstanding debt$677,457  
Less: Cash and cash equivalents(39,924) 
Total debt capitalization637,533  67 %
Total Market Capitalization as of
June 30, 2020$951,023  100 %

SELECTED RATIOS:
Three Months EndedSix Months Ended
June 30,June 30,
INTEREST COVERAGE RATIO2020201920202019
EBITDA/Interest Expense
EBITDA$15,301  $17,130  $31,710  $34,257  
Interest expense
6,468  6,526  13,161  13,059  
Pro rata share of interest expense from real estate partnership
167  419  323  843  
Less: amortization of loan fees, including pro rata share from real estate partnership
(286) (317) (569) (575) 
Interest expense, excluding amortization of loan fees
6,349  6,628  12,915  13,327  
Ratio of EBITDA to interest expense2.4  2.6  2.5  2.6  

19


Whitestone REIT and Subsidiaries
MARKET CAPITALIZATION AND SELECTED RATIOS
(continued)
(in thousands, except per share amounts and percentages)
LEVERAGE RATIOJune 30,
20202019
Debt/Undepreciated Book Value
Outstanding debt$676,781  $623,022  
Less: Cash(39,924) (5,425) 
Add: Proportional share of net debt of real estate partnership
9,467  32,102  
Outstanding debt after cash$646,324  $649,699  
Undepreciated real estate assets$1,102,379  $1,058,387  
Add: Proportional share of real estate from unconsolidated partnership
45,801  64,274  
Undepreciated real estate assets$1,148,180  $1,122,661  
Ratio of debt to real estate assets56 %58 %

Three Months EndedSix Months Ended
June 30,June 30,
2020201920202019
Debt/EBITDA Ratio
Outstanding debt$676,781  $623,022  $676,781  $623,022  
Less: Cash(39,924) (5,425) (39,924) (5,425) 
Add: Proportional share of net debt of unconsolidated real estate partnership
9,467  32,102  9,467  32,102  
Total Net Debt$646,324  $649,699  $646,324  $649,699  
EBITDA$15,301  $17,130  $31,710  $34,257  
Share based compensation1,196  1,100  2,522  3,051  
EBITDA, adjusted$16,497  $18,230  $34,232  $37,308  
Pro forma annualized EBITDA, adjusted$65,988  $72,920  $68,464  $74,616  
Ratio of debt to pro forma EBITDA, adjusted 9.88.99.48.7






20


 Whitestone REIT and Subsidiaries
SUMMARY OF OUTSTANDING DEBT AND DEBT MATURITIES
TOTAL OUTSTANDING DEBT
(in thousands)
DescriptionJune 30, 2020December 31, 2019
Fixed rate notes
$10.5 million, 4.85% Note, due September 24, 2020 (1)
$9,140  $9,260  
$100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 (2)
100,000  100,000  
$165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 (3)
165,000  165,000  
$80.0 million, 3.72% Note, due June 1, 202780,000  80,000  
$19.0 million 4.15% Note, due December 1, 202418,845  19,000  
$20.2 million 4.28% Note, due June 6, 202318,421  18,616  
$14.0 million 4.34% Note, due September 11, 202413,360  13,482  
$14.3 million 4.34% Note, due September 11, 202414,130  14,243  
$15.1 million 4.99% Note, due January 6, 202414,289  14,409  
$2.6 million 5.46% Note, due October 1, 20232,362  2,386  
$50.0 million, 5.09% Note, due March 22, 202950,000  50,000  
$50.0 million, 5.17% Note, due March 22, 202950,000  50,000  
$1.7 million 1.00% Note, due May 6, 20221,734  —  
$1.1 million 4.53% Note, due November 28, 2020676  —  
Floating rate notes
Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023139,500  109,500  
Total notes payable principal677,457  645,896  
Less deferred financing costs, net of accumulated amortization(1,086) (1,197) 
Total notes payable$676,371  $644,699  


(1)  Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term through September 24, 2018 and 4.85% beginning September 25, 2018 through September 24, 2020. We are currently pursuing refinancing options and expect to be completed in the third quarter.

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

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

SCHEDULE OF DEBT MATURITIES AS OF JUNE 30, 2020
(in thousands)
YearAmount Due
 
2020 (remaining)$10,874  
20212,762  
2022102,170  
2023167,363  
2024228,573  
Thereafter165,715  
Total$677,457  

21



Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
Gross Leasable Area as ofOccupancy % as of
June 30,June 30,March 31,December 31,September 30,
Community Centered Properties®
20202020202020192019
Whitestone4,953,571  89 %90 %90 %90 %
Unconsolidated real estate partnership
926,798  67 %69 %75 %77 %
 

22


Whitestone REIT and Subsidiaries
SUMMARY OF OCCUPANCY AND TOP TENANTS
(continued)
Tenant NameLocationAnnualized Rental Revenue (in thousands)
Percentage of Total Annualized Base Rental Revenues (1)
Initial Lease DateYear Expiring
Safeway Stores Incorporated (2)
Austin, Houston and Phoenix$2,419  2.8 %11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/162021, 2021, 2022, 2024, 2025 and 2034
Whole Foods MarketHouston2,247  2.6 %9/3/20142035
Frost BankHouston1,910  2.2 %7/1/20142024
Newmark Real Estate of Houston LLCHouston1,029  1.2 %10/1/20152026
Verizon Wireless (3)
Houston and Phoenix948  1.1 %8/16/1994, 2/1/2004, 5/10/2004, 1/27/2006 and 5/1/20142020, 2022, 2023, 2024 and 2024
Walgreens & Co. (4)
Houston and Phoenix946  1.1 %11/14/1982, 11/2/1987, 8/24/1996 and 11/3/19962022, 2027, 2049 and 2056
Bashas' Inc. (5)
Phoenix848  1.0 %10/9/2004 and 4/1/20092024 and 2029
Alamo Drafthouse CinemaAustin690  0.8 %2/1/20122027
Dollar Tree (6)
Houston and Phoenix635  0.7 %8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, and 5/21/20132021, 2023, 2025, 2025 and 2027
Wells Fargo & Company (7)
Phoenix578  0.7 %10/24/1996 and 4/16/19992022 and 2023
Kroger Co.Dallas483  0.6 %12/15/20002022
Ruth's Chris Steak House Inc.Phoenix466  0.5 %1/1/19912030
Regus CorporationHouston451  0.5 %5/23/142025
Paul's Ace HardwarePhoenix427  0.5 %3/1/20082023
Original Ninfas LPHouston403  0.5 %8/29/20182029
$14,480  16.8 %

(1) Annualized Base Rental Revenues represents the monthly base rent as of June 30, 2020 for each applicable tenant multiplied by 12.

(2) As of June 30, 2020, we had six leases with the same tenant occupying space at properties located in Phoenix, Houston and Austin. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2034, was $1,047,000, which represents approximately 1.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2024, was $42,000, which represents less than 0.1% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 8, 1991, and is scheduled to expire in 2021, was $344,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 1, 2000, and is scheduled to expire
23


in 2025, was $353,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $318,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on October 19, 2016, and is scheduled to expire in 2021, was $315,000, which represents approximately 0.4% of our total annualized base rental revenue.

(3) As of June 30, 2020, we had five leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on August 16, 1994, and is scheduled to expire in 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 $134,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 1, 2004, and is scheduled to expire in 2024, was $38,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 1, 2014, and is scheduled to expire in 2024, was $749,000, which represents approximately 0.9% of our total annualized rental revenue. The annualized rental revenue for the lease that commenced on May 10, 2004, and is scheduled to expire in 2022, was $6,000, which represents less than 0.1% of our total annualized base rental revenue.

(4) As of June 30, 2020, we had four leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on November 3, 1996, and is scheduled to expire in 2049, was $279,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 2, 1987, and is scheduled to expire in 2027, was $189,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $181,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on August 24, 1996, and is scheduled to expire in 2056, was $298,000, which represents approximately 0.3% of our total annualized rental revenue.

(5) As of June 30, 2020, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 9, 2004, and is scheduled to expire in 2024, was $119,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2009, and is scheduled to expire in 2029, was $729,000, which represents approximately 0.8% of our total annualized base rental revenue.

(6) As of June 30, 2020, we had five leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on August 10, 1999, and is scheduled to expire in 2025, was $88,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on December 17, 2009, and is scheduled to expire in 2025, was $118,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on June 29, 2001, and is scheduled to expire in 2021, was $169,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 21, 2013, and is scheduled to expire in 2023, was $110,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 8, 2009, and is scheduled to expire in 2027, was $151,000, which represents approximately 0.2% of our total annualized base rental revenue.

(7) As of June 30, 2020, we had two leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on October 24, 1996, and is scheduled to expire in 2022, was $131,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 16, 1999, and is scheduled to expire in 2023, was $447,000, which represents approximately 0.5% of our total annualized base rental revenue.

24



Whitestone REIT and Subsidiaries
COVID-19-STATUS OF TENANTS
% of Leased SF% of ABR
Q2 2020 Cash Payments Received %(1)
July Cash Payments Received %(1)
Restaurants and Food Service17%23%73%79%
Grocery15%9%100%99%
Financial Services6%9%98%95%
Salons6%8%74%86%
Medical and Dental6%7%85%92%
Non Retail4%6%92%93%
General Retail7%5%81%93%
Apparel5%4%68%80%
Home Decor & Improvement7%4%87%96%
Education5%4%55%62%
Fitness5%4%66%66%
Local Services3%3%91%90%
Wireless1%2%96%97%
Off-Price4%2%90%96%
Pet Supply & Services2%2%94%98%
Entertainment2%2%43%55%
Pharmacy & Nutrition2%2%87%98%
Sporting Goods1%1%88%98%
Postal Services1%1%100%95%
Automotive Supply & Services1%1%99%98%
Other-1%97%100%
Total100%100%81%86%


(1) Collections received through August 3, 2020 that are for contractual rent (base rent and expense reimbursement) in the respective period
25



Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY

Three Months EndedSix Months Ended
June 30,June 30,
2020201920202019
RENEWALS
Number of Leases43  57  99  111  
Total Square Feet (1)
136,937  200,267  305,167  346,191  
Average Square Feet3,185  3,513  3,082  3,119  
Total Lease Value$9,756,000  $15,433,000  $25,679,000  $27,747,000  
NEW LEASES
Number of Leases21  35  45  62  
Total Square Feet (1)
43,308  83,510  96,217  137,229  
Average Square Feet2,062  2,386  2,138  2,213  
Total Lease Value$5,238,000  $10,711,000  $11,270,000  $14,223,000  
TOTAL LEASES
Number of Leases64  92  144  173  
Total Square Feet (1)
180,245  283,777  401,384  483,420  
Average Square Feet2,816  3,085  2,787  2,794  
Total Lease Value$14,994,000  $26,144,000  $36,949,000  $41,970,000  

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

26



Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY


TypeNumber of Leases SignedLease Value SignedGLA Signed
Weighted Average Lease Term (2)
TI and Incentives (3)
TI and Incentives Per Sq. Ft.
Contractual Rent Per Sq. Ft. (4)
Prior Contractual Rent Per Sq. Ft. (5)
Annual Increase (Decrease) in Contractual RentCash Basis Increase (Decrease) Over Prior RentAnnual Increase (Decrease) in Straight-lined RentStraight-lined Basis Increase (Decrease) Over Prior Rent
Comparable: (1)
Comparable Total Leases:
2nd Quarter 202054  $13,620,242  162,729  4.2  $418,007  $2.57  $18.66  $18.30  $58,358  2.0 %$314,712  11.3 %
1st Quarter 202063  16,883,447  179,014  4.4  447,816  2.50  20.67  20.26  73,787  2.0 %256,566  7.3 %
4th Quarter 201958  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 201953  12,857,359  141,219  3.3  655,507  4.64  19.21  17.88  188,460  7.4 %348,891  14.4 %
Total - 12 months228  $66,238,808  744,482  4.4  $1,967,701  $2.64  $18.37  $17.71  $498,382  3.7 %$1,473,792  11.7 %
Comparable New Leases:
2nd Quarter 202011  $3,864,386  25,792  5.9  $227,075  $8.80  $22.65  $24.05  $(35,900) (5.8)%$19,331  3.4 %
1st Quarter 2020 1,279,066  12,579  4.6  107,093  8.51  22.10  24.99  (36,405) (11.6)%(11,095) (3.8)%
4th Quarter 2019 852,078  10,270  5.0  53,557  5.21  16.81  11.05  59,212  52.1 %57,623  50.0 %
3rd Quarter 201911  3,489,257  18,604  5.8  347,513  18.68  28.09  28.56  (8,713) (1.6)%33,063  6.6 %
Total - 12 months36  $9,484,787  67,245  5.5  $735,238  $10.93  $23.16  $23.49  $(21,806) (1.4)%$98,922  6.7 %
Comparable Renewal Leases:
2nd Quarter 202043  $9,755,856  136,937  3.9  $190,932  $1.39  $17.91  $17.21  $95,544  4.1 %$296,562  13.5 %
1st Quarter 202055  15,604,381  166,435  4.3  340,723  2.05  20.57  19.90  110,192  3.4 %267,661  8.4 %
4th Quarter 201952  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 201942  9,368,102  122,615  2.9  307,994  2.51  17.86  16.25  197,173  9.9 %315,828  16.4 %
Total - 12 months192  $56,754,021  677,237  4.3  $1,232,463  $1.82  $17.90  1.00  $17.13  $521,474  4.5 %$1,376,051  12.4 %
27



Whitestone REIT and Subsidiaries
SUMMARY OF LEASING ACTIVITY
(continued)
TypeNumber of Leases SignedLease Value SignedGLA Signed
Weighted Average Lease Term (2)
TI and Incentives (3)
TI and Incentives per Sq. Ft.
Contractual Rent Per Sq. Ft. (4)
Total:
New & Renewal
2nd Quarter 202064  $14,993,431  180,245  4.3  $528,868  $2.93  $18.49  
1st Quarter 202080  21,955,258  221,139  4.4  999,160  4.52  20.85  
4th Quarter 201976  27,445,320  293,646  5.2  889,152  3.03  17.06  
3rd Quarter 201968  18,627,801  175,714  3.5  1,181,535  6.72  20.07  
Total - 12 months288  $83,021,810  870,744  4.4  $3,598,715  $4.13  $18.93  
New
2nd Quarter 202021  $5,237,575  43,308  5.4  $337,936  $7.80  $20.33  
1st Quarter 202024  6,032,328  52,909  4.4  583,553  11.03  20.58  
4th Quarter 201921  4,744,807  36,206  5.3  461,538  12.75  22.46  
3rd Quarter 201926  9,259,699  53,099  4.8  873,541  16.45  25.17  
Total - 12 months92  $25,274,409  185,522  4.9  $2,256,568  $12.16  $22.20  
Renewal
2nd Quarter 202043  $9,755,856  136,937  3.9  $190,932  $1.39  $17.91  
1st Quarter 202056  15,922,930  168,230  4.3  415,607  2.47  20.93  
4th Quarter 201955  22,700,513  257,440  5.1  427,614  1.66  16.30  
3rd Quarter 201942  9,368,102  122,615  2.9  307,994  2.51  17.86  
Total - 12 months196  $57,747,401  685,222  4.3  $1,342,147  $1.96  $18.04  

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

28



Whitestone REIT and Subsidiaries
LEASE EXPIRATIONS(1)
    
Annualized Base Rent(2)
  Gross Leasable Areaas of June 30, 2020
YearNumber of
Leases
Square FeetPercent
of Gross Leasable Area
Amount
(in thousands)
Percent of
Total
Per Square Foot
2020280  427,110  8.6 %$7,624  8.9 %$17.85  
2021258  632,675  12.8 %11,854  13.8 %18.74  
2022199  679,334  13.7 %12,378  14.4 %18.22  
2023177  516,532  10.4 %10,629  12.3 %20.58  
2024183  681,214  13.8 %14,305  16.6 %21.00  
2025141  599,449  12.1 %9,864  11.5 %16.46  
202630  204,578  4.1 %4,106  4.8 %20.07  
202734  190,068  3.8 %3,816  4.4 %20.08  
202821  107,029  2.2 %2,437  2.8 %22.77  
202921  163,262  3.3 %2,955  3.4 %18.10  
Total1,344  4,201,251  84.8 %$79,968  92.9 %$19.03  

(1) Lease expirations table reflects rents in place as of June 30, 2020, and does not include option periods.

(2) Annualized Base Rent represents the monthly base rent as of June 30, 2020 for each tenant multiplied by 12.

29

Whitestone REIT and Subsidiaries
Property Details
As of June 30, 2020
 
 
 
Community Name
 
 
Location
 
Year Built/
Renovated
Gross Leasable
Square Feet
Percent
Occupied at
6/30/2020
Annualized Base
Rental Revenue 
(in thousands) (1)
Average
Base Rental
Revenue Per
Sq. Ft. (2)
Average Net Effective Annual Base Rent Per Leased Sq. Ft.(3)
Whitestone Properties:     
Ahwatukee PlazaPhoenix197972,650  83 %$789  $13.08  $13.20  
Anthem MarketplacePhoenix2000113,293  95 %1,526  14.18  14.37  
Anthem Marketplace Phase IIPhoenix20196,853  100 %228  33.27  33.85  
Bissonnet BeltwayHouston197829,205  85 %374  15.07  14.70  
BLVD PlaceHouston2014216,944  98 %8,903  41.88  43.15  
The CitadelPhoenix201328,547  95 %367  13.53  17.81  
City View VillageSan Antonio200517,870  100 %536  29.99  29.77  
Davenport VillageAustin1999128,934  93 %3,174  26.47  25.74  
Desert CanyonPhoenix200062,533  89 %792  14.23  11.52  
Eldorado PlazaDallas2004219,287  97 %3,234  15.20  15.20  
Fountain HillsPhoenix2009111,289  84 %1,550  16.58  15.75  
Fountain SquarePhoenix1986118,209  80 %1,499  15.85  17.08  
Fulton Ranch Towne CenterPhoenix2005120,575  95 %1,997  17.43  19.07  
Gilbert Tuscany VillagePhoenix200949,415  100 %968  19.59  19.37  
Gilbert Tuscany Village Hard CornerPhoenix200914,603  100 %124  8.49  8.90  
Heritage Trace PlazaDallas200670,431  98 %1,379  19.98  23.82  
Headquarters VillageDallas200989,134  77 %2,080  30.31  29.85  
Keller PlaceDallas200193,541  98 %1,056  11.52  11.43  
Kempwood PlazaHouston197491,302  92 %1,143  13.61  13.55  
La MiradaPhoenix1997147,209  89 %2,967  22.65  25.12  
Lion SquareHouston2014117,592  92 %1,584  14.64  13.94  
The Marketplace at CentralPhoenix2012111,130  99 %1,055  9.59  9.79  
Market Street at DC RanchPhoenix2003244,888  96 %4,666  19.85  19.86  
Mercado at Scottsdale RanchPhoenix1987118,730  85 %1,452  14.39  14.20  
Paradise PlazaPhoenix1983125,898  93 %1,566  13.37  13.21  
Parkside Village NorthAustin200527,045  100 %839  31.02  30.99  
Parkside Village SouthAustin201290,101  89 %2,143  26.72  26.51  
Pima NortePhoenix200735,110  58 %358  17.58  18.91  
Pinnacle of ScottsdalePhoenix1991113,108  96 %2,153  19.83  20.43  
Pinnacle Phase IIPhoenix201727,063  100 %764  28.23  29.15  
The Promenade at Fulton RanchPhoenix200798,792  86 %1,233  14.51  13.78  
ProvidenceHouston198090,327  96 %1,025  11.82  11.74  
Quinlan CrossingAustin2012109,892  92 %2,359  23.33  23.15  
SevillePhoenix199090,042  78 %2,418  34.43  31.79  
ShaverHouston197821,926  100 %330  15.05  14.96  
Shops at Pecos RanchPhoenix200978,767  79 %1,703  27.37  26.11  
Shops at StarwoodDallas200655,385  81 %1,408  31.39  32.50  
The Shops at Williams TraceHouston1985132,991  92 %1,914  15.64  15.69  
South RicheyHouston198069,928  100 %744  10.64  10.58  
Spoerlein CommonsChicago198741,455  83 %699  20.32  20.29  
Starwood Phase IIDallas201635,351  80 %989  34.97  35.68  
The Strand at Huebner OaksSan Antonio200073,920  95 %1,633  23.25  23.08  
SugarPark PlazaHouston197495,032  100 %1,226  12.90  13.03  
SunridgeHouston197949,359  83 %535  13.06  13.25  
Sunset at Pinnacle PeakPhoenix200041,530  76 %632  20.02  19.33  
Terravita MarketplacePhoenix1997102,733  52 %1,091  20.42  22.28  
Town ParkHouston197843,526  100 %1,023  23.50  22.33  
Village Square at Dana ParkPhoenix2009323,026  81 %5,714  21.84  21.45  
WestchaseHouston197850,332  73 %571  15.54  11.65  
Williams Trace PlazaHouston1983129,222  93 %1,852  15.41  15.14  
Windsor ParkSan Antonio2012196,458  97 %1,893  9.93  9.62  
Woodlake PlazaHouston1974106,169  63 %1,059  15.83  15.61  
Total/Weighted Average - Whitestone Properties
4,848,652  89 %83,317  19.31  19.39  
Development Properties:
Las Colinas VillageDallas2000104,919  88 %$2,437  $26.39  $28.91  
Total/Weighted Average - Development Properties(4)
104,919  88 %$2,437  $26.39  $28.91  
Land Held for Development:
BLVD Phase II-BHoustonN/A—  —  —  —  —  
Dana Park DevelopmentPhoenixN/A—  —  —  —  —  
Eldorado Plaza Development
DallasN/A—  —  —  —  —  
Fountain Hills
PhoenixN/A—  —  —  —  —  
Market Street at DC Ranch
PhoenixN/A—  —  —  —  —  
Total/Weighted Average - Land Held For Development (5)
—  —  —  —  —  
Grand Total/Weighted Average - Whitestone Properties  4,953,571  89 %$85,754  $19.45  $19.58  
Properties owned in Unconsolidated Real Estate Partnership (81.4% ownership):       
9101 LBJ FreewayDallas1985125,874  59 %$1,278  $17.21  $17.09  
Corporate Park NorthwestHouston1981174,359  77 %1,894  14.11  13.90  
Corporate Park Woodland IIHouston200014,344  100 %244  17.01  16.94  
Holly Hall Industrial ParkHouston198090,000  49 %308  6.98  7.30  
Holly KnightHouston198420,015  100 %414  20.68  20.73  
Interstate 10 WarehouseHouston1980151,000  43 %362  5.58  5.50  
Uptown TowerDallas1982253,981  71 %4,168  23.11  23.09  
Westgate Service CenterHouston198497,225  94 %770  8.43  6.84  
Total/Weighted Average - Unconsolidated Properties926,798  67 %$9,438  $15.20  $14.91  

(1)   Calculated as the tenant’s actual June 30, 2020 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of June 30, 2020. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of June 30, 2020 equaled approximately $119,000 for the month ended June 30, 2020.
 
(2)   Calculated as annualized base rent divided by leased square feet as of June 30, 2020.  

(3) Represents (i) the contractual base rent for leases in place as of June 30, 2020, adjusted to a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of June 30, 2020.

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

(5) As of June 30, 2020, these parcels of land were held for development and, therefore, had no gross leasable area.

30


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