Whitestone REIT
Annual Report 2017

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2017 ANNUAL REPORT HOUSTON | AUSTIN | DALLAS | SAN ANTONIO | PHOENIX CREATING COMMUNITIES IN OUR PROPERTIESTM WS R LISTED NYSE 2017 FINANCIAL HIGHLIGHTS * 20.6% Growth in Revenues to $126 million 19.2% Growth in NOI to $84 million 29.6% Increase in FFO to $35 million 19.6% Growth in FFO Core to $47 million 7.0% Increase in Rental Rates on New and Renewal Leases $205M Million in Property Acquisitions $17.5M Million of Capital Improvements to our Portfolio Over $40M Million of dividends distributed in 2017 * NOI, FFO and FFO Core are financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). Please refer to “Reconciliation of Non-GAAP Financial Measures” on pages 60 to 61 of our Annual Report on Form 10-K for the year ended December 31, 2017 for explanations and reconciliations of these metrics to their most comparable GAAP metric. TOTAL SHAREHOLDER RETURN RANK AMONGST US PUBLIC REIT SHOPPING CENTERS * #1 OF 17 OVER 1 YEAR #3 OF 17 OVER 3 YEARS #4 OF 15 OVER 5 YEARS * Whitestone REIT Total Shareholder Return as compared to its peers according to the SNL Public REIT Market Data based on closing prices on December 31, 2017. Peers include: Regency Centers Corp., Cedar Realty Trust Inc., Retail Opportunity Investments Corp., Weingarten Realty Investors, Saul Centers Inc., Urban Edge Properties, Federal Realty Investment Trust, Urstadt Biddle Properties Inc., Ramco-Gershenson Properties Trust, Retail Properties of America Inc., Kite Realty Group Trust, Acadia Realty Trust, Wheeler REIT Inc., Brixmor Property Group Inc., Kimco Realty Corp., and DDR Corp. We strive to strategically optimize the tenant mix and create communities that are the front porches, the living rooms, the entertainment centers, and the workspaces of the communities. - Jim Mastandrea, Chairman and CEO 2“ DEAR FELLOW SHAREHOLDERS: Our 2017 Annual Report to shareholders reflects a transformational year in which Whitestone delivered strong financial and operating results while making changes to significantly enhance the Company’s Competitive Advantages on three fronts: A “Acquiring High Quality Properties” in strong Markets A “Operating an E-Commerce Resistant Retail Business Model” in a Disrupted Retail environment A “Attracting Institutional Investors” by making Corporate Governance changes, including refreshing our Board with the addition of three new independent Trustees, significantly enhancing the Board’s gender, ethnic, age, and professional diversity, along with overall compensation alignments in line with our REIT Peer Group. Within the real estate industry, we compete daily for “Properties,” “Tenants,” and “Capital” and as we continue to transform our overall business, we expect to accelerate our growth and increase our profitability while delivering industry leading Total Returns to our Shareholders. In 2017, we grew our total market capitalization to $1.24 billion from $981 million1, or 25%; were added to the S&P Small Cap 600 Index; closed on two Class-A retail centers; AND completed a $100 million common share offering, while successfully navigating Hurricane Harvey. This was all accomplished while producing strong financial results that put Whitestone #1 among its peers in total shareholder return for 20172. Our success is driven by an entrepreneurial culture with a forward thinking and proven E-Commerce resistant contrarian business strategy. Our profitable, sustainable, and scalable business model is well-positioned to succeed in the current market, with shorter-term leases that allow us to increase rental rates in an inflationary environment. We expect to continue creating shareholder value by consistently executing on our clearly articulated strategy with our highly qualified team of knowledgeable, experienced, and dedicated real estate professionals looking upward for wisdom and discernment, with our “Commitment of Service” to all of our Shareholders, Tenants, Associates, and Stakeholders. Our work to date is summarized in the 2017 Financial Highlights, 2017 Operational Highlights, Corporate Governance Highlights, Acquisition Activity in 2017 and E-Commerce Resistant Business Model sections below. As I write, I remind our shareholders that our current challenges are no greater than what we faced to reach this point in time, and no fewer than we expect in the future. We look forward to the challenges we will face and take very seriously the fact that many of our shareholders rely on our monthly dividend to pay their bills and the value of our shares to fund their retirements. (1) Includes: (a) outstanding common shares and operating partnership units of 40.3 million at the market price of $14.41 per share and 30.6 million at the market price of $14.38 per share as of December 31, 2017 and December 31, 2016, respectively, and (b) total net debt capitalization of $653 million and $541 million as of December 31, 2017 and December 31, 2016, respectively. (2) Whitestone REIT total shareholder return as compared to its peers according to the SNL Public REIT Market Data based on closing prices on December 31, 2017. Peers include Regency Centers Corp., Cedar Realty Trust, Inc., Retail Opportunity Investments Corp., Weingarten Realty Investors, Saul Centers, Inc., Urban Edge Properties, Federal Realty Investment Trust, Urstadt Biddle Properties Inc., Ramco-Gershenson Properties Trust, Retail Properties of America, Inc., Kite Realty Group Trust, Acadia Realty Trust, Wheeler REIT Inc., Brixmor Property Group Inc., Kimco Realty Corp., and DDR Corp. EXECUTING OUR STRATEGY: PEER LEADING TOTAL SHAREHOLDER RETURNS DESPITE RETAIL REIT INDUSTRY HEADWINDS * 17 PUBLICLY TRADED US SHOPPING CENTERS REITS WSR REG UBA ROIC BFS WRI FRT CDR RPT UE RPAI AKR KRG BRX KIM DDR WHLR WSR #1 IN TSR % FOR 2017 ) % ( N R U T E R E G A T N E C R E P 10 0 -10 -20 -30 -40 -50 * Source: SNL, as of December 31, 2017. Total shareholder return (TSR) is defined as the share price change plus the re-investment of dividends at the ex-dividend date. 3 3 2017 FINANCIAL HIGHLIGHTS Our highly talented team delivered another successful year for Whitestone. Through the end of 2017, Whitestone’s Total Shareholder Return ranked: A #1 of 17 US Publicly Traded Shopping Center REITs over a 1-year timeframe A #3 of 17 US Publicly Traded Shopping Center REITs over a 3-year timeframe A #4 of 15 US Publicly Traded Shopping Center REITs over a 5-year timeframe Other highlights of Whitestone’s strong 2017 financial performance include:(3) A 20.6% growth in revenues to $126.0 million A Net income attributable to Whitestone REIT of $8.3 million and $0.22 per share compared to $7.9 million and $0.26 per share in 2016 A 19.2% growth in NOI to $83.8 million A Same store NOI growth in wholly owned portfolio up 2.6% and 1.4% including consolidated partnership properties A 29.6% increase in FFO to $35.0 million, or 2.2% on a per share basis to $0.93 A 19.6% growth in FFO Core to $47.1 million A More than $40 million of dividends distributed to shareholders 2017 OPERATIONAL HIGHLIGHTS Bolstered by our performance and investment activity in 2017, Whitestone made significant progress expanding and enhancing our portfolio. Operational highlights include: A Total occupancy, including operating properties, development properties and consolidated partnership properties, of 88.0%, up 120 basis points A Successfully redeveloped our Sugar Park property in Houston, achieving 100% occupancy at year-end A Grew our operating portfolio occupancy by 80 basis points, achieving 90.5% occupancy in our operating portfolio at year-end A 7.0% aggregate increase in rental rates on new and renewal leases signed in 2017 on a GAAP basis A Completed $205 million of acquisitions and made $17.5 million of capital improvements to our portfolio of properties CORPORATE GOVERNANCE HIGHLIGHTS Following engagement and dialog with shareholders, we made several significant corporate governance enhancements in 2017, including: A Implementing share ownership guidelines for named executive officers (“NEOs”) and Trustees of 5 times the annual retainer fee for trustees, 5 times base salary for the CEO, and 3 times base salary for other NEOs A Adopting annual frequency for shareholder say-on-pay vote A Aligning our compensation structure and performance goals more closely with industry peers and industry best practices A Refreshing and strengthening the Board by adding three new independent trustees who have exceptional experience as well as diverse backgrounds (3) NOI, FFO and FFO Core are financial measures that are not calculated pursuant to U.S. generally accepted accounting principles (“GAAP”). Please refer to “Reconciliation of Non-GAAP Financial Measures” on pages 60 to 61 of our Annual Report on Form 10-K for the year ended December 31, 2017 for explanations and reconciliations of these metrics to their most comparable GAAP metric. 4 2017 ACQUISITION ACTIVITY We purchase Community Centered Properties® in neighborhoods with high household incomes, located in fast growing cities in business-friendly states where we can increase cash flow and value. By investing in properties that we can re-tenant with smaller service based companies, we are able to capture and meet the surrounding neighborhoods’ unmet demand for services. Our strong year-over-year financial performance since our IPO in 2010 validates our acquisition strategy, which continues to strengthen and diversify the Company, driving growth and value creation for Whitestone shareholders. Eldorado Plaza: On May 3, 2017, we completed the acquisition of Eldorado Plaza, located on the north end of the Dallas “Platinum Corridor” in Texas for $46.6 million. This Class-A lifestyle center contains 221,577 square feet of leasable space. As of December 31, 2017, Eldorado Plaza was 96% leased. BLVD Place: On May 26, 2017, we completed the acquisition of BLVD Place, a Class-A retail center located in the affluent and fast growing Uptown community of Houston, Texas, for a purchase price of $158.0 million. This Class-A lifestyle center, includes 216,944 square feet of leasable space and approximately 1.43 acres of developable land. As of December 31, 2017, BLVD Place was 100% leased. FUTURE AND LONG-TERM GOALS At Whitestone, we take a “long-term view” and continue to refine our approach to the changing economic environment. Whitestone started as a public non-traded REIT, with many of the challenges that exist in the non-traded REIT industry. Our Board made important changes and brought on a new team to lead the exit from the non-traded REIT industry and list the Company on the NYSE, providing true liquidity and a market valuation to our shareholders. Given the significant growth in our seven years as a public traded company, we see a bright future for Whitestone and our shareholders. Going forward, with our scalable infrastructure in place, we will work to maintain best in class returns, while reducing relative leverage to a ratio of Debt to EBITDA of 6 to 7 and G&A costs as a percentage of revenue to 8% to 10%, as communicated in our Letter to Shareholders in February of this year. E-COMMERCE RESISTANT BUSINESS MODEL The strength of our unique, E-Commerce resistant business model has enabled Whitestone to allocate capital thoughtfully and strategically. At the center of Whitestone’s success is our entrepreneurial culture, built on our differentiated contrarian strategy that focuses on the consumer and service-based retail properties. We do extensive research related to consumer behavior, looking to: A Understand the needs of the surrounding community A Determine which services and necessities are missing A Acquire unique properties in the respective communities A Find entrepreneurial tenants to meet the local needs A Provide our infrastructure of people and processes to ensure the community centers can be replicated and its tenants successful We foresaw that E-Commerce would forever change the way people shop, and the manner in which soft and hard goods are distributed, and as such, we reevaluated our strategy in order to mitigate the downside risk and capitalize on the needs of a changing market “focusing on the consumer.” We strive to strategically optimize the tenant mix and create communities that are the front porches, the living rooms, the entertainment centers, and the workspaces of the communities. SUMMARY We are proud of the significant growth and the stable, consistent, and predictable returns the Whitestone team has produced to date. In our current economic environment where retail REITs are severely discounted to net asset value, we believe that our competitive advantages of having a basket of “Quality Properties in strong Markets,” operating an “E-Commerce Resistant Retail Business Model,” instituting changes for an “Institutional Aligned Corporate Governance,” and having an in-place “Scalable Infrastructure,” we can continue to produce exceptional “Total Returns to our Shareholders.” On behalf of our Board of Trustees, senior management team and all of our associates, I would like to thank you for your continued confidence and support. Sincerely, James C. Mastandrea, Chairman and CEO “Do not be conformed to this age, but be transformed by the renewing of your mind, so that you may discern what is the good, pleasing, and perfect will of God.” - Romans 12:2 5 EXECUTING OUR STRATEGY: BUSINESS-FRIENDLY, ATTRACTIVE DEMOGRAPHICS PHOENIX #3 #5 Fastest Growing Tech Market (7) Largest Labor Pool in the West(6) Next Biggest Boom Town (1) AUSTIN #1 #1 Fastest Growing City in the U.S. for the 4th Consecutive Year (2) SAN ANTONIO TOP 10 Fastest Growing City (8) #8 Best Economic Climate(9) DALLAS #1 Top Real Estate Market for Investment in 2017(3) #1 Most Business Friendly City in America(4) #1 Great Cities for Starting a Business(5) HOUSTON #1 in the world in GDP per capita(10) #1 Highest Starting Salaries in the US(11) The “Energy Capital of the World” also boasts the Largest Medical Center in the World(12) (1) Source: HFF Market Overview, Forbes, 4Q17 (2) Source: HFF, Forbes, 4Q17 (3) Source: HFF, PwC, ULI, 4Q17 (4) Source: HFF, MarketWatch, 4Q17 (5) Source: HFF, Kiplinger, 4Q17 (6) Source: HFF, BLS January, 2018 (7) Source: HFF, Fortune November 2016 (8) Source: HFF, Forbes 2018 (9) Source: HFF, Forbes 2018 (10) Source: HFF, A.T. Kearney, January 2018 (11) Source: HFF, WalletHub 2018 (12) Source: HFF, Texas Medical Center 2018 EXECUTING OUR STRATEGY: HOUSEHOLD INCOME = GREATER DISCRETIONARY SPENDING * ) 1 ( i ) s u d a R e l i l M - 3 ( e m o c n I d o h e s u o H n a i d e M $100,000 $90,000 $80,000 $70,000 $60,000 $50,000 PEER AVERAGE: $74,474 * Source: S&P Global Market Nov 2017; Retail portfolio only. Excludes properties owned through Pillarstone Capital REIT Operating Partnership LP. FRT WSR REG KIM DDR WRI BRX 6 6 EXECUTING OUR STRATEGY: 2023 LONG TERM PLAN INCLUDES LOWERING DEBT, SCALING G&A, AND GROWTH FOR THE COMMUNITY, TENANTS, SHAREHOLDERS, AND WSR EMPLOYEES LOWERING DEBT COVERAGE DEBT / EBITDA RATIO CURRENT 8.3x * SCALING G & A G&A / REVENUE CURRENT 17% * * For the Quarter Ended December 31, 2017 GOAL 6x-7x GOAL 8%-10% OUR COMMUNITIES WE DESIGN TO REFLECT THE SURROUNDING LIFESTYLES AND CULTURES UNIQUE APPROACH TO LOCAL TASTE CONNECTION AND OUR TENANTS WE SEE THE VALUE IN NURTURING ENTREPRENEURIAL BUSINESSES STIMULATE ECONOMIC GROWTH BY PROVIDING EMPLOYMENT OPPORTUNITIES GO FOR GROWTH COMMUNITY BY DESIGN THRIVING COMMUNITIES LOCAL CONNECTION AND COMMERCE PLATFORM OF GROWTH FOR TENANTS PROVIDE AN OPPORTUNITY FOR GROWTH AND SUCCESS FOR OUR ENTREPRENEURIAL TENANTS GROWTH FOR OUR TEAM MEMBERS THE FOUNDATION OF STRATEGIC ADAPTABILITY VALUE FOR OUR SHAREHOLDERS VALUE-CREATING GROWTH PLANS OUR TEAM MEMBERS PURPOSE IN THE WORK WE DO AND THE COMMUNITIES WE CREATE IN-HOUSE TRAINING PROGRAM AND FOCUS ON CONTINUED EDUCATION NNECTION OUR SHAREHOLDERS ALL ROADS LEAD TO OUR SHAREHOLDERS ALL TEAM MEMBERS ARE SHAREHOLDERS CONNTION AND COMMERCE 7 EXECUTING OUR STRATEGY: FUTURE DEVELOPMENTS BLVD DEVELOPMENT | HOUSTON, TEXAS 1.4 ACRES of Entitled Development Land 137,000 Additional Square Feet of GLA 8 CINEMA EXECUTING OUR STRATEGY: FUTURE DEVELOPMENTS VILLAGE SQUARE DEVELOPMENT | MESA, ARIZONA 4.7 ACRES of Entitled Development Land 200,000 Additional Square Feet of GLA 9 2017 ACQUISTIONS BLVD PLACE - HOUSTON, TX BLVD PLACE On May 26, 2017, the Company completed the acquisition of BLVD Place, a Class-A retail center located in the affluent and fast growing Uptown community of Houston, Texas, one of the largest business districts in the United States, for a purchase price of $158.0 million. This Class-A lifestyle center, includes 216,944 square feet of leasable space and approximately 1.43 acres of developable land. As of December 31, 2017, BLVD Place was 100% leased. ELDORADO PLAZA - MCKINNEY, TX ELDORADO PLAZA On May 3, 2017, the Company completed the acquisition of Eldorado Plaza, located in McKinney, Texas, for $46.6 million. Eldorado Plaza is located on the north end of the Dallas “Platinum Corridor.” This Class- A lifestyle center contains 221,577 square feet of leasable space. As of December 31, 2017, Eldorado Plaza was 96% leased. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR For the transition period from ____________ to ____________ Commission File Number: 001-34855 ______________________________ WHITESTONE REIT (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation or Organization) 2600 South Gessner, Suite 500, Houston, Texas (Address of Principal Executive Offices) 76-0594970 (I.R.S. Employer Identification No.) 77063 (Zip Code) Registrant's telephone number, including area code: (713) 827-9595 Securities registered pursuant to Section 12(b) of the Act: Common Shares of Beneficial Interest, par value $0.001 per share New York Stock Exchange Title of each class Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Emerging growth company Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the common shares held by nonaffiliates of the registrant as of June 30, 2017 (the last business day of the registrant's most recently completed second fiscal quarter) was $465,386,087. As of March 1, 2018, the registrant had 39,223,591 common shares of beneficial interest, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: We incorporate by reference in Part III of this Annual Report on Form 10-K portions of our definitive proxy statement for our 2018 Annual Meeting of Shareholders, which proxy statement will be filed no later than 120 days after the end of our fiscal year ended December 31, 2017. 11 WHITESTONE REIT FORM 10-K Year Ended December 31, 2017 PART I Item 1. Item 1A. Item 1B. PART I Item 2. Item 3. Item 4. Business. Risk Factors. Unresolved Staff Comments. Properties. Business. Legal Proceedings. Risk Factors. Mine Safety Disclosures. Unresolved Staff Comments. Properties. Legal Proceedings. Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Mine Safety Disclosures. Item 5. PART II Item 6. Item 7. PART II Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Selected Financial Data. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Quantitative and Qualitative Disclosures About Market Risk. Financial Statements and Supplementary Data. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Controls and Procedures. Other Information. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Selected Financial Data. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Item 6. Item 7. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Item 8. Financial Statements and Supplementary Data. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Item 9A. Item 9B. Trustees, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. Certain Relationships and Related Transactions, and Director Independence. Principal Accountant Fees and Services. Controls and Procedures. Other Information. Item 10. Item 11. Item 12. Item 13. Item 14. PART III PART III PART IV Item 15. Item 16. Item 10. Item 11. Item 12. Item 13. Item 14. Exhibits and Financial Statement Schedules. Form 10-K Summary. SIGNATURES. Trustees, Executive Officers and Corporate Governance. Executive Compensation. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. Certain Relationships and Related Transactions, and Director Independence. Principal Accountant Fees and Services. PART IV Item 15. Item 16. Exhibits and Financial Statement Schedules. Form 10-K Summary Index to Exhibits SIGNATURES. 12 Page Page 14 18 32 33 38 38 39 42 45 73 73 73 73 74 75 75 75 75 75 76 76 77 1 5 19 20 27 27 28 31 34 62 62 62 62 63 64 64 64 64 65 66 66 67 73 Table of Contents Unless the context otherwise requires, all references in this Annual Report on Form 10-K to the “Company,” “we,” “us” or “our” are to Whitestone REIT and its consolidated subsidiaries. Forward-Looking Statements The following discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date of this Annual Report on Form 10-K. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. Factors that could cause actual results to differ materially from any forward-looking statements made in this Annual Report on Form 10-K include: • • • • • • • • • • • • the imposition of federal taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs and the impact of the Tax Reform Legislation (as defined below); adverse economic or real estate developments or conditions in Texas, Arizona or Illinois; increases in interest rates, operating costs or general and administrative expenses, including those incurred in connection with the nomination of trustees by a shareholder; availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures; decreases in rental rates or increases in vacancy rates; litigation risks; lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants; our inability to renew tenants or obtain new tenants upon the expiration of existing leases; our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and the need to fund tenant improvements or other capital expenditures out of operating cash flow. The forward-looking statements should be read in light of these factors and the factors identified in the “Risk Factors” section of this Annual Report on Form 10-K. 13 Table of Contents PART I Item 1. Business. General We are a Maryland Real Estate Investment Trust (“REIT”) engaged in owning and operating commercial properties in culturally diverse markets in major metropolitan areas. Founded in 1998, we changed our state of organization from Texas to Maryland in December 2003. We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We are internally managed and, as of December 31, 2017, we wholly-owned a real estate portfolio of 59 properties that meet our Community Centered Property® strategy containing approximately 5.0 million square feet of gross leasable area (“GLA”), located in Texas, Arizona and Illinois. Further, as of December 31, 2017, we, through our majority interest in our consolidated subsidiary, Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or the “Consolidated Partnership”), owned a majority interest in 14 properties that do not meet our Community Centered Property® strategy containing approximately 1.5 million square feet of GLA (the “Pillarstone Properties”). Our consolidated property portfolio has a gross book value of approximately $1,149 million and book equity, including noncontrolling interests, of approximately $358 million as of December 31, 2017. We own 81.4% of the Consolidated Partnership and fully consolidate it on our financial statements. We also manage the day-to-day operations of the Consolidated Partnership. Our common shares of beneficial interest, par value $0.001 per share, are traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol “WSR.” Our offices are located at 2600 South Gessner, Suite 500, Houston, Texas 77063. Our telephone number is (713) 827-9595 and we maintain a website at www.whitestonereit.com. The contents of our website are not incorporated into this filing. Our Strategy In October 2006, our current management team joined the Company and adopted a strategic plan to acquire, redevelop, own and operate Community Centered Properties®. We define Community Centered Properties® as visibly located properties in established or developing culturally diverse neighborhoods in our target markets. We market, lease and manage our centers to match tenants with the shared needs of the surrounding neighborhood. Those needs may include specialty retail, grocery, restaurants and medical, educational and financial services. Our goal is for each property to become a Whitestone- branded retail community that serves a neighboring five-mile radius around our property. We employ and develop a diverse group of associates who understand the needs of our multicultural communities and tenants. Our primary business objective is to increase shareholder value by acquiring, owning and operating Community Centered Properties®. The key elements of our strategy include: • Strategically Acquiring Properties. Seeking High Growth Markets. We seek to strategically acquire commercial properties in high-growth markets. Our acquisition targets are located in densely populated, culturally diverse neighborhoods, primarily in and around Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio. Diversifying Geographically. Our current portfolio is concentrated in Houston and Phoenix. We believe that continued geographic diversification in markets where we have substantial knowledge and experience will help offset the economic risk from a single market concentration. We intend to continue to focus our expansion efforts on the Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio markets. We believe our management infrastructure and capacity can accommodate substantial growth in those markets. We may also pursue opportunities in other regions that are consistent with our Community Centered Property® strategy. Markets in which we have developed some knowledge and contacts include Orlando, Florida and Denver, Colorado, both of which have economic, demographic and cultural profiles similar to our Arizona and Texas markets. 14 1 Table of Contents Capitalizing on Availability of Reasonably Priced Acquisition Opportunities. We believe that currently and during the next several years there will continue to be excellent opportunities in our target markets to acquire quality properties at historically attractive prices. We intend to acquire assets in off-market transactions negotiated directly with owners or financial institutions holding foreclosed real estate and debt instruments that are either in default or on bank watch lists. Many of these assets may benefit from our Community Centered Property® strategy and our management team’s experience in turning around distressed properties, portfolios and companies. We have extensive relationships with community banks, attorneys, title companies and others in the real estate industry with whom we regularly work to identify properties for potential acquisition. • • • • Redeveloping and Re-tenanting Existing Properties. We have substantial experience in repositioning underperforming properties and seek to add value through renovating and re-tenanting our properties to create Whitestone-branded Community Centered Properties®. We seek to accomplish this by (1) stabilizing occupancy, with per property occupancy goals of 90% or higher; (2) adding leasable square footage to existing structures; (3) developing and building new leasable square footage on excess land; (4) upgrading and renovating existing structures; and (5) investing significant effort in recruiting tenants whose goods and services meet the needs of the surrounding neighborhood. Recycling Capital for Greater Returns. We seek to continually upgrade our portfolio by opportunistically selling properties that do not have the potential to meet our Community Centered Property® strategy and redeploying the sale proceeds into properties that better fit our strategy. Some of our properties that we owned at the time our current management team assumed the management of the Company (the “Legacy Portfolio” or “Non-Core Properties”) may not fit our Community Centered Property® strategy, and we may look for opportunities to dispose of these properties as we continue to execute our strategy. For example, in December 2014, we sold three suburban office properties in Clear Lake, Texas that were part of the Legacy Portfolio, and, on December 31, 2016, we contributed to Pillarstone the 14 Pillarstone Properties located in Dallas and Houston that were part of the Legacy Portfolio. Prudent Management of Capital Structure. We currently have 53 properties that are unencumbered. We may seek to add mortgage indebtedness to existing and newly acquired unencumbered properties to provide additional capital for acquisitions. As a general policy, we intend to maintain a ratio of total indebtedness to undepreciated book value of real estate assets that is at or less than 60%. As of December 31, 2017, our ratio of total indebtedness to undepreciated book value of real estate assets was 57%. Investing in People. We believe that our people are the heart of our culture, philosophy and strategy. We continually focus on developing associates who are self-disciplined and motivated and display, at all times, a high degree of character and competence. We provide them with equity incentives to align their interests with those of our shareholders. Our Structure Substantially all of our business is conducted through Whitestone REIT Operating Partnership, L.P., a Delaware limited partnership organized in 1998 (the “Operating Partnership”). We are the sole general partner of the Operating Partnership. As of December 31, 2017, we owned a 97.3% interest in the Operating Partnership. As of December 31, 2017, we wholly-owned a real estate portfolio consisting of 59 properties located in three states. The aggregate occupancy rate of our wholly-owned portfolio was 90% based on GLA as of December 31, 2017. Additionally, we, through our majority interest in Pillarstone, owned a majority interest in 14 properties located in Dallas and Houston, Texas. The aggregate occupancy rate of the Pillarstone properties was 81% based on GLA as of December 31, 2017. We are hands-on owners who directly manage the operations and leasing of our properties. Substantially all of our revenues consist of base rents received under varying term leases. For the year ended December 31, 2017, our total revenues were approximately $126.0 million. Our largest property, BLVD Place (“BLVD”), a retail community purchased on May 26, 2017 and located in Houston, Texas, accounted for 7.4% of our total revenues for the year ended December 31, 2017. BLVD also accounted for 16.2% of our consolidated real estate assets, net of accumulated depreciation, as of the year ended December 31, 2017. Of our 59 wholly- owned properties, 17 and 27 are located in the Houston, Texas and Phoenix, Arizona metropolitan areas, respectively. Of our 14 properties in which we hold a majority interest, two are in Dallas, Texas and 12 are in Houston, Texas. 2 15 Table of Contents Economic Environment Low interest rates and desire for higher yielding investments with moderate risk has resulted in lower capitalization rates and higher prices for commercial real estate acquisitions. Each of these factors could negatively impact the value of public real estate companies, including ours. However, the majority of our retail properties are located in densely populated metropolitan areas and are occupied by tenants that generally provide basic necessity-type items and services which have tended to be less affected by economic changes. Furthermore, a substantial portion of our portfolio is in metropolitan areas in Texas that have been impacted less by the economic slowdown compared to other metropolitan areas. Competition All of our properties are located in areas that include competing properties. The amount of competition in a particular area could impact our ability to acquire additional real estate, sell current real estate, lease space and the amount of rent we are able to charge. We may be competing with owners, developers and operators, including, but not limited to, real estate investors, other REITs, insurance companies and pension funds. Should we decide to dispose of a property, we may compete with third-party sellers of similar types of commercial properties for suitable purchasers, which may result in our receiving lower net proceeds from a sale or in our not being able to dispose of such property at a time of our choosing due to the lack of an acceptable return. In operating and managing our properties, we compete for tenants based upon a number of factors including, but not limited to, location, rental rates, security, flexibility, expertise to design space to meet prospective tenants' needs and the manner in which the property is operated, maintained and marketed. We may be required to provide rent concessions, incur charges for tenant improvements and other inducements, or we may not be able to timely lease vacant space, all of which could adversely impact our results of operations. Many of our competitors have greater financial and other resources than us and also may have more operating experience. Generally, there are other neighborhood and community retail centers within relatively close proximity to each of our properties. There is, however, no dominant competitor in the Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio metropolitan areas. Our retail tenants also face increasing competition from outlet malls, internet retailers, catalog companies, direct mail and telemarketing. Compliance with Governmental Regulations Under various federal and state environmental laws and regulations, as an owner or operator of real estate, we may be required to investigate and clean up certain hazardous or toxic substances, asbestos-containing materials, or petroleum product releases at our properties. We may also be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by those parties in connection with any such contamination. In addition, some environmental laws create a lien on a contaminated site in favor of the government for damages and costs the government incurs in connection with contamination on the site. The presence of contamination or the failure to remediate contamination at any of our properties may adversely affect our ability to sell or lease the properties or to borrow using the properties as collateral. We could also be liable under common law to third parties for damages and injuries resulting from environmental contamination coming from our properties. We will not purchase any property unless we are generally satisfied with the environmental status of the property. We typically obtain a Phase I environmental site assessment for each new acquisition, which includes a visual survey of the building and the property in an attempt to identify areas of potential environmental concerns, visually observing neighboring properties to assess surface conditions or activities that may have an adverse environmental impact on the property, and contacting local governmental agency personnel and performing a regulatory agency file search in an attempt to determine any known environmental concerns in the immediate vicinity of the property. A Phase I environmental site assessment does not include any sampling or testing of soil, groundwater or building materials from the property. We believe that our properties are in compliance in all material respects with all applicable federal, state and local laws and regulations regarding the handling, discharge and emission of hazardous or toxic substances. Because release of chlorinated solvents can occur as a result of dry cleaning operations, we participate in the Texas Commission on Environmental Quality Dry Cleaner Remediation Program (“DCRP”) with respect to four of our properties that currently or previously had a dry cleaning facility as a tenant. The DCRP administers the Dry Cleaning Remediation fund to assist with remediation of contamination caused by dry cleaning solvents. 16 3 Table of Contents We have not been notified by any governmental authority, and are not otherwise aware of any material noncompliance, liability or claim relating to hazardous or toxic substances in connection with any of our present or former properties. Nevertheless, it is possible that the environmental assessments conducted thus far and currently available to us do not reveal all potential environmental liabilities. It is also possible that subsequent investigations will identify material contamination or other adverse conditions, that adverse environmental conditions have arisen subsequent to the performance of the environmental assessments, or that there are material environmental liabilities of which management is unaware. Under the Americans with Disabilities Act (“ADA”), all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. Our properties must comply with the ADA to the extent that they are considered “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. In addition, we will continue to assess our compliance with the ADA and to make alterations to our properties as required. Employees As of December 31, 2017, we had 103 employees. Materials Available on Our Website Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, proxy statements with respect to meetings of our shareholders, as well as Reports on Forms 3, 4 and 5 regarding our officers, trustees or 10% beneficial owners, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge through our website (www.whitestonereit.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the Securities and Exchange Commission (“SEC”). We have also made available on our website copies of our Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, Corporate Governance Guidelines, Insider Trading Compliance Policy, and Code of Business Conduct and Ethics Policy. In the event of any changes to these documents, revised copies will also be made available on our website. You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC as we do. The website address is http://www.sec.gov. Materials on our website are not part of our Annual Report on Form 10-K. The contents of these websites are not incorporated into this filing. Financial Information Additional financial information related to the Company is included in Item 8 “Financial Statements and Supplementary Data.” 4 17 Table of Contents Item 1A. Risk Factors. In addition to the other information contained in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, results of operations or the trading price of our common shares could be materially adversely affected by any of these risks. Please note that additional risks not presently known to us or which we currently consider immaterial may also impair our business and operations. Risks Associated with Real Estate Market disruptions may significantly and adversely affect our financial condition and results of operations. World financial markets have, from time to time, experienced significant disruption. While many U.S. real estate markets have generally stabilized since the pervasive and fundamental disruptions associated with the last recession, which resulted in increased unemployment, weakening of tenant financial condition, large-scale business failures and tight credit markets, the financial markets have been volatile recently, and oil prices have declined dramatically over the past year. Our results of operations may be sensitive to changes in overall economic conditions that impact tenants of our properties or tenant leasing practices. Adverse economic conditions affecting tenant income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs and other matters, could reduce overall tenant leasing or cause tenants to shift their leasing practices. In addition, periods of economic slowdown or recession, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. Although the U.S. economy generally appears to have emerged from the worst aspects of the last recession, rental rates and valuations for retail space have not fully recovered to pre-recession levels and may not for a number of years. In addition, financial markets may again experience significant and prolonged disruption, including as a result of unanticipated events, or as a result of recent uncertainty regarding legislative and regulatory shifts relating to, among other things, taxation and trade, which could adversely affect our tenants and our business in general. For example, a general reduction in consumer spending and the level of tenant leasing could adversely affect our ability to maintain our current tenants and gain new tenants, affecting our growth and profitability. Accordingly, if financial and macroeconomic conditions deteriorate, or if financial markets experience significant disruption, it could have a significant adverse effect on our cash flows, profitability, results of operations and the trading price of our common shares. Real estate property investments are illiquid due to a variety of factors and therefore we may not be able to dispose of properties when appropriate or on favorable terms. Our strategy includes opportunistically selling properties that do not have the potential to meet our Community Centered Property® strategy. However, real estate property investments generally cannot be disposed of quickly. In addition, the Code imposes certain restrictions on the ability of a REIT to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms, which could cause us to incur extended losses, reduce our cash flows and adversely affect distributions to shareholders. We cannot predict whether we will be able to sell any property for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property. To the extent we are unable to sell any properties for our book value, we may be required to take a non-cash impairment charge or loss on the sale, either of which would reduce our net income. We may be required to expend funds and time to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements, which may impede our ability to sell a property. Further, we may agree to transfer restrictions that materially restrict us from selling a property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These transfer restrictions could impede our ability to sell a property even if we deem it necessary or appropriate. These facts and any others that would further contribute to the illiquid character of real estate properties and impede our ability to respond to adverse changes in the performance of our properties may have a material adverse effect on our business, financial condition, results of operations, our ability to make distributions to our shareholders and the trading price of our common shares. 18 5 Table of Contents Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could have a material adverse effect on our ability to successfully and profitably operate our business. We depend on our tenants to operate their businesses in a manner that generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent, maintain certain insurance coverage, pay real estate taxes and maintain the properties in a manner so as not to jeopardize their operating licenses or regulatory status. The ability of our tenants to fulfill their obligations under our leases may depend, in part, upon the overall profitability of their operations. Cash flow generated by the businesses of certain tenants may not be sufficient for such tenants to meet their obligations to us. Our financial position could be weakened and our ability to fulfill our obligations under our indebtedness and make distributions to our shareholders could be limited if a number of our tenants were unable to meet their obligations to us or failed to renew or extend their relationships with us as their lease terms expire, or if we were unable to lease or re-lease our properties on economically favorable terms. Disruption in capital markets could adversely impact acquisition activities and pricing of real estate assets. Volatility or other disruption in capital markets could adversely affect our access to or the cost of debt and equity capital, which could adversely affect our acquisition and other investment activities. Disruptions could include price volatility or decreased demand in equity markets, as seen in recent months, rising interest rates, tightening of underwriting standards by lenders and credit rating agencies and the significant inventory of unsold collateralized mortgage backed securities in the market. As a result, we may not be able to obtain favorable equity and debt financing in the future or at all. This may impair our ability to acquire properties at favorable returns or adversely affect our returns on investments in development and re- development projects, which may adversely affect our results of operations and distributions to shareholders. Furthermore, any turmoil in the capital markets could adversely impact the overall amount of capital available to invest in real estate, which may result in price or value decreases of real estate assets. The value of investments in our common shares will be directly affected by general economic and regulatory factors we cannot control or predict. Investments in real estate typically involve a high level of risk as the result of factors we cannot control or predict. One of the risks of investing in real estate is the possibility that our properties will not generate income sufficient to meet operating expenses or will generate income and capital appreciation, if any, at rates lower than those anticipated or available through investments in comparable real estate or other investments. The following factors may affect income from properties and yields from investments in properties and are generally outside of our control: • • • • • • • • • • • • conditions in financial markets; continuing deterioration of the brick-and-mortar retail industry; over-building in our markets; a reduction in rental income as the result of the inability to maintain occupancy levels; adverse changes in applicable tax, real estate, environmental or zoning laws; changes in general economic conditions or economic conditions in our markets; a taking of any of our properties by eminent domain; adverse local conditions (such as changes in real estate zoning laws that may reduce the desirability of real estate in the area); acts of God, such as hurricanes, earthquakes or floods and other uninsured losses; changes in supply of or demand for similar or competing properties in an area; changes in interest rates and availability of permanent debt capital, which may render the sale of a property difficult or unattractive; and periods of high interest rates, inflation or tight money supply. 6 19 Table of Contents Some or all of these factors may affect our properties, which could adversely affect our operations and ability to make distributions to shareholders. All of our properties are subject to property taxes that may increase in the future, which could adversely affect our cash flow. Our properties are subject to property taxes that may increase as property tax rates change and as the properties are assessed or reassessed by taxing authorities. As the owner of the properties we are ultimately responsible for payment of the taxes to the government. If property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes. In addition, we will generally be responsible for property taxes related to any vacant space in our properties. Our assets may be subject to impairment charges. We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and legal structure. If we determine that a significant impairment has occurred, we would be required to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results of operations and funds from operations in the period in which the write-off occurs. Compliance or failure to comply with laws requiring access to our properties by disabled persons could result in substantial cost. The ADA and other federal, state and local laws generally require public accommodations be made accessible to disabled persons. Noncompliance with these laws could result in the imposition of fines by the government or the award of damages to private litigants. These laws may require us to modify our existing properties, which could require a significant investment of our cash resources that could otherwise be invested in more productive assets. These laws may also restrict renovations by requiring improved access to such buildings by disabled persons or may require us to add other structural features which increase our construction costs. Legislation or regulations adopted in the future may impose further obligations, restrictions or increased compliance costs on us with respect to improved access by disabled persons. We may incur unanticipated expenses that may be material to our financial condition or results of operations to comply with ADA and other federal, state and local laws, or in connection with lawsuits brought by private litigants. We face intense competition, which may decrease, or prevent increases of, the occupancy and rental rates of our properties. We compete with a number of developers, owners and operators of commercial real estate, many of whom own properties similar to ours in the same markets in which our properties are located. If our competitors offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer more substantial rent abatements, tenant improvements, early termination rights or below-market renewal options in order to retain tenants when our tenants' leases expire. This competitive environment could have a material adverse effect on our ability to lease our properties or any newly developed or acquired property, as well as on the rents charged. Our acquisition strategy includes acquiring distressed commercial real estate, and we could face significant competition from other investors, REITs, hedge funds, private equity funds and other private real estate investors with greater financial resources and access to capital than us. Therefore, we may not be able to compete successfully for investments. In addition, the number of entities and the amount of purchasers competing for suitable investments may increase, all of which could result in competition for accretive acquisition opportunities and adversely affect our business plan and our ability to maintain our current dividend rate. 20 7 Table of Contents Risks Associated with Our Operations Because a majority of our GLA is in the Houston and Phoenix metropolitan areas, an economic downturn in either area could adversely impact our operations and ability to make distributions to our shareholders. The majority of our assets and revenues are currently derived from properties located in the Houston and Phoenix metropolitan areas. As of December 31, 2017, 28% and 47% of our wholly-owned GLA was located in Houston and Phoenix, respectively. Our results of operations are directly affected by our ability to attract financially sound commercial tenants. A significant economic downturn in the Houston, including as a result of the recent significant decline in oil prices, or Phoenix metropolitan area may adversely impact our ability to locate and retain financially sound tenants, could have an adverse impact on our existing tenants' revenues, costs and results of operations and may adversely affect their ability to meet their obligations to us. Likewise, we may be required to lower our rental rates to attract desirable tenants in such an environment. Consequently, because of the geographic concentration among our current assets, if either the Houston or Phoenix metropolitan area experiences an economic downturn, our operations and ability to make distributions to our shareholders could be adversely impacted. In addition, a substantial component of the Houston economy is the oil and gas industry, and the current low prices of oil and natural gas could adversely affect companies in that industry and their employees, which could adversely affect the businesses of our Houston tenants. We lease our wholly-owned properties to approximately 1,300 tenants and leases for approximately 10% to 20% of our GLA expire annually. Each year we face the risk of non-renewal of a significant percentage of our leases and the cost of re- leasing a significant amount of our available space, and our failure to meet leasing targets and control the cost of re-leasing our properties could adversely affect our rental revenue, operating expenses and results of operations. Our Community Centered Property® business model produces shorter term leases to smaller, non-national tenants, and substantially all of our revenues consist of base rents received under these leases. As of December 31, 2017, approximately 29% of the aggregate GLA of our properties is subject to leases that expire prior to December 31, 2019. We are subject to the risk that: • • • • tenants may choose not to, or may not have the financial resources to, renew these leases; we may experience significant costs associated with re-leasing a significant amount of our available space; we may experience difficulties and significant time lags re-leasing vacated space, which may cause us to fail to meet our occupancy and average base rent targets and experience increased costs of re-leasing; and the terms of any renewal or re-lease may be less favorable than the terms of the current leases. We routinely seek to renew leases with our existing tenants prior to their expiration and typically begin discussions with tenants as early as 18 months prior to the expiration date of the existing lease. While our early renewal program and other leasing and marketing efforts provide early focus on expiring leases, and have generally been effective in producing lease renewals prior to expiration of the leases at rates comparable to or slightly in excess of the current rates, market conditions, including new supply of properties, and macroeconomic conditions in our markets and nationally could adversely impact our renewal rate and/or the rental rates we are able to negotiate. If any of these risks materialize, our rental revenue, operating expenses and results of operations could be adversely affected. Many of our tenants are small businesses, which may have a higher risk of bankruptcy or insolvency. Many of our tenants are small businesses that depend primarily on cash flows from their operations to pay their rent and without other resources could be at a higher risk of bankruptcy or insolvency than larger, national tenants. If tenants are unable to comply with the terms of our leases, we may be forced to modify the leases in ways that are unfavorable to us. Alternatively, the failure of a tenant to perform under a lease could require us to declare a default, repossess the space and find a suitable replacement tenant. There is no assurance that we would be able to lease the space on substantially equivalent or better terms than the prior lease, or at all, or successfully reposition the space for other uses. If one or more of our tenants files for bankruptcy relief, the Bankruptcy Code provides that a debtor has the option to assume or reject the unexpired lease within a certain period of time. 8 21 Table of Contents Any bankruptcy filing by or relating to one or more of our tenants could bar all efforts by us to collect pre-bankruptcy debts from that tenant or seize its property. A tenant bankruptcy could also delay our efforts to collect past due balances under the lease and could ultimately preclude collection of all or a portion of these sums. It is possible that we may recover substantially less than the full value of any unsecured claims we hold, if any. Furthermore, dealing with a tenant's bankruptcy or other default may divert management's attention and cause us to incur substantial legal and other costs. The bankruptcy or insolvency of a number of smaller tenants may have an adverse impact on our business, financial condition and results of operations, our ability to make distributions to our shareholders and the trading price of our common shares. Uninsured losses relating to real property or excessively expensive premiums for insurance coverage may adversely affect our returns. We attempt to adequately insure all of our properties to cover casualty losses. However, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, which are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Our current geographic concentration in the Houston metropolitan area potentially increases the risk of damage to our portfolio due to hurricanes. Insurance risks associated with potential terrorism acts could sharply increase the premiums we pay for coverage against property and casualty claims. In some instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We cannot assure you that we will have adequate coverage for these losses. Also, to the extent we must pay unexpectedly large insurance premiums, we could suffer reduced earnings that would result in less cash to be distributed to shareholders. Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in its property. The costs of removal or remediation could be substantial. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of any hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which a property may be used or businesses may be operated, and these restrictions may require substantial expenditures. Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos containing materials into the air. In addition, third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with exposure to released hazardous substances. The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distributions to our shareholders. Certain of our properties currently include or have in the past included a dry cleaning facility as a tenant. See “Business - Compliance with Governmental Regulations.” We may not be successful in consummating suitable acquisitions or investment opportunities, which may impede our growth and adversely affect the trading price of our common shares. Our ability to expand through acquisitions is integral to our business strategy and requires us to consummate suitable acquisition or investment opportunities that meet our criteria and are compatible with our growth strategy. We may not be successful in consummating acquisitions or investments in properties that meet our acquisition criteria on satisfactory terms or at all. Failure to consummate acquisitions or investment opportunities, the failure of an acquired property to perform as expected, or the failure to integrate successfully any acquired properties without substantial expense, delay or other operational or financial problems, would slow our growth, which could in turn adversely affect the trading price of our common shares. Our ability to acquire properties on favorable terms may be constrained by the following significant risks: competition from other real estate investors with significant capital, including other REITs and institutional investment funds; competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects; unsatisfactory results of our due diligence investigations or failure to meet other customary closing conditions; 9 • • • 22 Table of Contents • • the failure of an acquired property to perform as expected; and failure to finance an acquisition on favorable terms or at all. If any of these risks are realized, our business, financial condition and results of operations, our ability to make distributions to our shareholders and the trading price of our common shares may be materially and adversely affected. Our success depends in part on our ability to execute our Community Centered Property® strategy. Our Community Centered Property® strategy requires intensive management of a large number of small spaces and small tenant relationships. Our success depends in part upon our management's ability to identify potential Community Centered Properties® and find and maintain the appropriate tenants to create such a property. Lack of market acceptance of our Community Centered Property® strategy or our inability to successfully attract and manage a large number of tenant relationships could adversely affect our occupancy rates, operating results and dividend rate. Our business is significantly influenced by demand for retail space generally, and a decrease in such demand may have a greater adverse effect on our business than if we owned a more diversified real estate portfolio. Because our portfolio of properties consists primarily of community and neighborhood shopping centers, a decrease in the demand for retail space, due to the economic factors discussed above or otherwise, may have a greater adverse effect on our business and financial condition than if we owned a more diversified real estate portfolio. The market for retail space has been, and could continue to be, adversely affected by weakness in the national, regional and local economies, the adverse financial conditions of some retailing companies, the ongoing consolidation in the retail sector, the excess amount of retail space in a number of markets and increasing online consumer purchases. Loss of our key personnel, particularly our senior managers, could threaten our ability to execute our strategy and operate our business successfully. We are dependent on the experience and knowledge of our key executive personnel, particularly certain of our senior managers who have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel and arranging necessary financing. Losing the services of any of these individuals could adversely affect our business until qualified replacements could be found. We also believe that they could not quickly be replaced with managers of equal experience and capabilities and their successors may not be as effective. Our systems may not be adequate to support our growth, and our failure to successfully oversee our portfolio of properties could adversely affect our results of operations. We make no assurances that we will be able to adapt our portfolio management, administrative, accounting and operational systems, or hire and retain sufficient operational staff, to support our growth. Our failure to successfully oversee our current portfolio of properties or any future acquisitions or developments could have a material adverse effect on our results of operations and financial condition and our ability to make distributions. We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions. Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could compromise the confidential information of our tenants, employees and third party vendors and affect the efficiency of our business operations, which in turn could have a material adverse effect on our reputation, competitiveness and results of operations. 10 23 Table of Contents There can be no assurance that we will be able to pay or maintain cash distributions or that distributions will increase over time. There are many factors that can affect the availability and timing of cash distributions to shareholders. Distributions are based upon our funds from operations, financial condition, cash flows and liquidity, debt service requirements, capital expenditure requirements for our properties and other matters our board of trustees may deem relevant from time to time. If we do not have sufficient cash available for distributions, we may need to fund the shortage out of working capital or borrow to provide funds for such distributions, which would reduce the amount of capital available for real estate investments and increase our future interest costs. We can give no assurance that we will be able to continue to pay distributions or that distributions will increase over time. In addition, we can give no assurance that rents from our properties will increase, or that future acquisitions of real properties, mortgage loans or our investments in securities will increase our cash available for distributions to shareholders. Our actual results may differ significantly from the assumptions used by our board of trustees in establishing the distribution rate to shareholders. Our inability to make distributions, or to make distributions at expected levels, could result in a decrease in the trading price of our common shares. Any weaknesses identified in our system of internal controls by us and our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 could have an adverse effect on our business. Section 404 of the Sarbanes-Oxley Act of 2002 requires that public companies evaluate and report on their systems of internal control over financial reporting. In addition, our independent registered public accounting firm must report on management's evaluation of those controls. In future periods, we may identify deficiencies in our system of internal controls over financial reporting that may require remediation. There can be no assurances that any such future deficiencies identified may not be material weaknesses that would be required to be reported in future periods. Any deficiencies or material weaknesses could result in significant time and expense to remediate, which could have a material adverse effect on our financial condition, results of operations and ability to make distributions to our shareholders. Risks Associated with Our Indebtedness and Financing Current market conditions could adversely affect our ability to refinance existing indebtedness or obtain additional financing for growth on acceptable terms or at all, which could adversely affect our ability to grow, our interest cost and our results of operations. The United States credit markets have experienced significant dislocations and liquidity disruptions, including the bankruptcy, insolvency or restructuring of certain financial institutions. These circumstances have materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted in the unavailability of various types of debt financing. Reductions in our available borrowing capacity, or inability to refinance our revolving credit facility when required or when business conditions warrant, could have a material adverse effect on our business, financial condition and results of operations. In addition, we mortgage many of our properties to secure payment of indebtedness. If we are not successful in refinancing our mortgage debt upon maturity, then the property could be foreclosed upon or transferred to the mortgagee, or we might be forced to dispose of some of our properties upon disadvantageous terms, with a consequent loss of income and asset value. A foreclosure or disadvantageous disposal on one or more of our properties could adversely affect our ability to grow, financial condition, interest cost, results of operations, cash flow and ability to make distributions to our shareholders. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase. Higher interest rates on newly incurred debt may negatively impact us as well. If interest rates increase, our interest costs and overall costs of capital will increase, which could adversely affect our transaction and development activity, financial condition, results of operation, cash flow, our ability to pay principal and interest on our debt and our ability to make distributions to our shareholders. Our failure to hedge effectively against interest rate changes may adversely affect results of operations. We currently have mortgages that bear interest at variable rates and we may incur additional variable rate debt in the future. Accordingly, increases in interest rates on variable rate debt would increase our interest expense, which could reduce net earnings and cash available for payment of our debt obligations and distributions to our shareholders. 24 11 Table of Contents We may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest cap agreements and interest rate swap agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such an agreement is not legally enforceable. In the past, we have used derivative financial instruments to hedge interest rate risks related to our variable rate borrowings. We will not use derivatives for speculative or trading purposes and intend only to enter into contracts with major financial institutions based on their credit rating and other factors, but we may choose to change this practice in the future. As of December 31, 2017, we had fixed rate hedges on $209.7 million of our variable rate debt, including $200 million of our unsecured credit facility. We may enter into additional interest rate swap agreements for our variable rate debt not currently subject to hedges, which totaled $232.2 million as of December 31, 2017. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may materially and adversely affect our results of operations. We currently have and may incur additional mortgage indebtedness and other borrowings, which may increase our business risks and may adversely affect our ability to make distributions to our shareholders. If we determine it to be in our best interests, we may, in some instances, acquire real properties by using either existing financing or borrowing new funds. In addition, we may incur or increase our current mortgage debt to obtain funds to acquire additional properties. We may also borrow funds if necessary to satisfy the REIT distribution requirement described above, or otherwise as may be necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes. On November 7, 2014, we, through our Operating Partnership, entered into an unsecured credit facility (the “2014 Facility”) with the lenders party thereto, with BMO Capital Markets Corp., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bank, National Association, as co-lead arrangers and joint book runners, and Bank of Montreal, as administrative agent (the “Agent”). On October 30, 2015, we, through our Operating Partnership, entered into the first amendment to the 2014 Facility (the “First Amendment”) with the guarantors party thereto, the lenders party thereto and the Agent. We refer to the 2014 Facility, as amended by the First Amendment, as the “Facility.” Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. We intend to use the additional proceeds from the Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. The Facility is comprised of the following four tranches: $300 million unsecured revolving credit facility with a maturity date of October 30, 2019; $50 million unsecured term loan with a maturity date of October 30, 2020; $50 million unsecured term loan with a maturity date of January 29, 2021; and $100 million unsecured term loan with a maturity date of October 30, 2022. • • • • The Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity to $700 million, upon the satisfaction of certain conditions. As of December 31, 2017, $432.2 million was drawn on the Facility and our unused borrowing capacity was $67.8 million, assuming that we use the proceeds of the Facility to acquire properties, or to repay debt on properties, that are eligible to be included in the unsecured borrowing base. The Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, maximum secured indebtedness to total asset value, minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges and maintenance of a minimum net worth. The Facility also contains customary events of default with customary notice and cure, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy and loss of REIT status. The amount available to us and our ability to borrow under the Facility is subject to our compliance with these requirements. Maintaining compliance with these covenants could limit our ability to implement our business plan effectively, or at all. 12 25 Table of Contents We may also incur mortgage debt on a particular property if we believe the property's projected cash flow is sufficient to service the mortgage debt. As of December 31, 2017, we had approximately $228.7 million of mortgage debt secured by 20 of our wholly-owned or majority interest held properties. If there is a shortfall in cash flow, however, the amount available for distributions to shareholders may be affected. In addition, incurring mortgage debt increases the risk of loss because defaults on such indebtedness may result in loss of property in foreclosure actions initiated by lenders. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. We may give lenders full or partial guarantees for mortgage debt incurred by the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by that entity. If any mortgages contain cross-collateralization or cross-default provisions, there is a risk that more than one property may be affected by a default. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our shareholders may be adversely affected. For more discussion, see “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.” If we set aside insufficient working capital or are unable to secure funds for future tenant improvements, we may be required to defer necessary property improvements, which could adversely impact the quality of our properties and our results of operations. When tenants do not renew their leases or otherwise vacate their space, it is possible that, in order to attract replacement tenants, we may be required to expend substantial funds for tenant improvements and refurbishments to the vacated space. If we have insufficient working capital reserves, we will have to obtain financing from other sources. Because most of our leases provide for tenant reimbursement of operating expenses, we have not established a permanent reserve for maintenance and repairs for our properties. However, to the extent that we have insufficient funds for such purposes, we may establish reserves for maintenance and repairs of our properties out of cash flow generated by operating properties or out of non-liquidating net sale proceeds. If these reserves or any reserves otherwise established are insufficient to meet our cash needs, we may have to obtain financing from either affiliated or unaffiliated sources to fund our cash requirements. We cannot assure you that sufficient financing will be available or, if available, will be available on economically feasible terms or on terms acceptable to us. Additional borrowing for working capital purposes will increase our interest expense, and therefore our financial condition and our ability to pay cash distributions to our shareholders may be adversely affected. In addition, we may be required to defer necessary improvements to our properties that may cause our properties to suffer from a greater risk of obsolescence or a decline in value, or a greater risk of decreased cash flow as a result of fewer potential tenants being attracted to our properties. If this happens, we may not be able to maintain projected rental rates for affected properties, and our results of operations may be negatively impacted. We have in the past and may continue to structure acquisitions of property in exchange for limited partnership units in our Operating Partnership on terms that could limit our liquidity or our flexibility. We have in the past and may continue to acquire properties by issuing limited partnership units in our Operating Partnership (“OP units”) in exchange for a property owner contributing property to the Operating Partnership. If we enter into such transactions, in order to induce the contributors of such properties to accept OP units, rather than cash, in exchange for their properties, it may be necessary for us to provide them with additional incentives. For instance, our Operating Partnership's limited partnership agreement provides that any holder of OP units may redeem such units for cash, or, at our option, common shares on a one-for-one basis. We may, however, enter into additional contractual arrangements with contributors of property under which we would agree to redeem a contributor's OP units for our common shares or cash, at the option of the contributor, at set times. If the contributor required us to redeem OP units for cash pursuant to such a provision, it would limit our liquidity and thus our ability to use cash to make other investments, satisfy other obligations or pay distributions. Moreover, if we were required to redeem OP units for cash at a time when we did not have sufficient cash to fund the redemption, we might be required to sell one or more properties to raise funds to satisfy this obligation. Furthermore, we might agree that if distributions the contributor received as a limited partner in our Operating Partnership did not provide the contributor with a defined return, then upon redemption of the contributor's OP units, we would pay the contributor an additional amount necessary to achieve that return. Such a provision could further negatively impact our liquidity and flexibility. Finally, in order to allow a contributor of a property to defer taxable gain on the contribution of property to our Operating Partnership, we might agree not to sell a contributed property for a defined period of time or until the contributor redeemed the contributor's OP units for cash or our common shares. Such an agreement would prevent us from selling those properties, even if market conditions made such a sale favorable to us. 26 13 Table of Contents We may issue preferred shares with a preference in distributions over our common shares, and our ability to issue preferred shares and additional common shares may deter or prevent a sale of our common shares in which you could profit. Our declaration of trust authorizes our board of trustees to issue up to 400,000,000 common shares and 50,000,000 preferred shares. Our board of trustees may amend our declaration of trust from time to time to increase or decrease the aggregate number of shares or the number of any class or series that we have authority to issue. In addition, our board of trustees may classify or reclassify any unissued common shares or preferred shares and may set the preferences, rights and other terms of the classified or reclassified shares. The terms of preferred shares could include a preference in distributions senior to our common shares. If we authorize and issue preferred shares with a distribution preference senior to our common shares, payment of any distribution preferences of outstanding preferred shares would reduce the amount of funds available for the payment of distributions on our common shares. Further, holders of preferred shares are normally entitled to receive a preference payment in the event we liquidate, dissolve or wind up before any payment is made to our common shareholders, likely reducing the amount our common shareholders would otherwise receive upon such an occurrence. In addition, under certain circumstances, the issuance of preferred shares or a separate class or series of common shares may render more difficult or tend to discourage: • • • a merger, tender offer or proxy contest; assumption of control by a holder of a large block of our shares; or removal of incumbent management. Risks Associated with Income Tax Laws If we fail to qualify as a REIT, our operations and distributions to shareholders would be adversely impacted. We intend to continue to be organized and to operate so as to qualify as a REIT under the Code. A REIT generally is not taxed at the corporate level on income it currently distributes to its shareholders. Qualification as a REIT involves the application of highly technical and complex rules for which there are only limited judicial or administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT. In addition, new legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws, possibly with retroactive effect, with respect to qualification as a REIT or the federal income tax consequences of such qualification. If we were to fail to qualify as a REIT in any taxable year: we would not be allowed to deduct our distributions to shareholders when computing our taxable income; we would be subject to federal income tax on our taxable income at regular corporate rates; we would be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions; our cash available for distributions to shareholders would be reduced; and we may be required to borrow additional funds or sell some of our assets in order to pay corporate tax obligations that we may incur as a result of our disqualification. • • • • • We may need to incur additional borrowings to meet the REIT minimum distribution requirement and to avoid excise tax. In order to maintain our qualification as a REIT, we are required to distribute to our shareholders at least 90% of our annual real estate investment trust taxable income (excluding any net capital gain and before application of the dividends paid deduction). In addition, we are subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us with respect to any calendar year are less than the sum of (i) 85% of our ordinary income for that year, (ii) 95% of our net capital gain for that year and (iii) 100% of our undistributed taxable income from prior years. Although we intend to pay distributions to our shareholders in a manner that allows us to meet the 90% distribution requirement and avoid this 4% excise tax, we cannot assure you that we will always be able to do so. 14 27 Table of Contents Our income consists almost solely of our share of our Operating Partnership's income, and the cash available for distribution by us to our shareholders consists of our share of cash distributions made by our Operating Partnership. Because we are the sole general partner of our Operating Partnership, our board of trustees determines the amount of any distributions made by our Operating Partnership. Our board of trustees may consider a number of factors in authorizing distributions, including: • • • • the amount of cash available for distribution; our Operating Partnership's financial condition; our Operating Partnership's capital expenditure requirements; and our annual distribution requirements necessary to maintain our qualification as a REIT. Differences in timing between the actual receipt of income and actual payment of deductible expenses and the inclusion of income and deduction of expenses when determining our taxable income, as well as the effect of nondeductible capital expenditures and the creation of reserves or required debt amortization payments could require us to borrow funds on a short-term or long-term basis or make taxable distributions to our shareholders of our shares or debt securities to meet the REIT distribution requirement and to avoid the 4% excise tax described above. In these circumstances, we may need to borrow funds to avoid adverse tax consequences even if our management believes that the then prevailing market conditions generally are not favorable for borrowings or that borrowings would not be advisable in the absence of the tax consideration. If our Operating Partnership were classified as a “publicly traded partnership” taxable as a corporation for federal income tax purposes under the Code, we would cease to qualify as a REIT and would suffer other adverse tax consequences. We structured our Operating Partnership so that it would be classified as a partnership for federal income tax purposes. In this regard, the Code generally classifies “publicly traded partnerships” (as defined in Section 7704 of the Code) as associations taxable as corporations (rather than as partnerships), unless substantially all of their taxable income consists of specified types of passive income. In order to minimize the risk that the Code would classify our Operating Partnership as a “publicly traded partnership” for tax purposes, we placed certain restrictions on the transfer and/or redemption of partnership units in our Operating Partnership. If the Internal Revenue Service were to assert successfully that our Operating Partnership is a “publicly traded partnership,” and substantially all of its gross income did not consist of the specified types of passive income, the Code would treat our Operating Partnership as an association taxable as a corporation. In such event, the character of our assets and items of gross income would change and would prevent us from continuing to qualify as a REIT. In addition, the imposition of a corporate tax on our Operating Partnership would reduce our amount of cash available for payment of distributions by us to our shareholders. Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments. To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our shareholders and the ownership of our shares. In order to meet these tests, we may be required to forego investments we might otherwise make. Thus, compliance with the REIT requirements may hinder our performance. In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by the securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our shareholders. 28 15 Table of Contents Recent changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on the economy, our tenants and our business and financial results. On December 22, 2017, President Trump signed the legislation (the “Tax Reform Legislation”) commonly known as the Tax Cuts and Jobs Act into law, which, among other changes: • • • • • • • • • • • • Reduces the corporate income tax rate from 35% to 21% (including with respect to our taxable REIT subsidiaries); Reduces the rate of U.S. federal withholding tax on distributions made to non-U.S. shareholders by a REIT that are attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%; Allows an immediate 100% deduction of the cost of certain capital asset investments (generally excluding real estate assets), subject to a phase-down of the deduction percentage over time; Changes the recovery periods for certain real property and building improvements (for example, to 15 years for qualified improvement property under the modified accelerated cost recovery system, and to 30 years (previously 40 years) for residential real property and 20 years (previously 40 years) for qualified improvement property under the alternative depreciation system); Restricts the deductibility of interest expense by businesses (generally, to 30% of the business’ adjusted taxable income) except, among others, real property businesses electing out of such restriction; generally, we expect our business to qualify as such a real property business, but businesses conducted by our taxable REIT subsidiaries may not qualify and we have not yet determined whether we will make such election; Requires the use of the less favorable alternative depreciation system to depreciate real property in the event a real property business elects to avoid the interest deduction restriction above; Restricts the benefits of like-kind exchanges that defer capital gains for tax purposes to exchanges of real property; Requires accrual method taxpayers to take certain amounts in income no later than the taxable year in which such income is taken into account as revenue in an applicable financial statement prepared under U.S generally accepted accounting principles (“GAAP”), which, with respect to certain leases, could accelerate the inclusion of rental income; Eliminates the corporate alternative minimum tax; Reduces the highest marginal income tax rate for individuals to 37% from 39.6% (excluding, in each case, the 3.8% Medicare tax on net investment income); Generally allows a deduction for individuals equal to 20% of certain income from pass-through entities, including ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income), generally resulting in a maximum effective federal income tax rate applicable to such dividends of 29.6% compared to 37% (excluding, in each case, the 3.8% Medicare tax on net investment income); and Limits certain deductions for individuals, including deductions for state and local income taxes, and eliminates deductions for miscellaneous itemized deductions (including certain investment expenses). Many of the provisions in the Tax Reform Legislation expire in seven years (at the end of 2025). As a result of the changes to U.S. federal tax laws implemented by the Tax Reform Legislation, our taxable income and the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change. 16 29 Table of Contents The Tax Reform Legislation is a far-reaching and complex revision to the U.S. federal income tax laws with disparate and, in some cases, countervailing impacts on different categories of taxpayers and industries, and will require subsequent rulemaking and interpretation in a number of areas. The long-term impact of the Tax Reform Legislation on the economy, us, our investors, our tenants, the real estate industry and government revenues cannot be reliably predicted at this early stage of the new law’s implementation. Furthermore, the Tax Reform Legislation may negatively impact certain of our tenants’ operating results, financial condition, and future business plans. The Tax Reform Legislation may also result in reduced government revenues, and therefore reduced government spending, which may negatively impact tenants that directly or indirectly rely on government funding. There can be no assurance that the Tax Reform Legislation will not negatively impact our operating results, financial condition, and future business operations. Additionally, the Tax Reform Legislation may be adverse to certain of our stockholders and other investors. Prospective investors are urged to consult their tax advisors regarding the effect of the changes to the U.S. federal tax laws on an investment in our shares and other securities. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. For non-corporate taxpayers the maximum tax rate applicable to “qualified dividend income” paid by regular “C” corporations to U.S. shareholders generally is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates on qualified dividend income. Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the current maximum rate of which is 37%. However, for taxable years prior to 2026, individual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective tax rate for individuals on the receipt of such ordinary dividends to 29.6%. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities. The REIT provisions of the Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction that we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through taxable REIT subsidiaries. This could increase the cost of our hedging activities because any taxable REIT subsidiary that we may form would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in taxable REIT subsidiaries will generally not provide any tax benefit, except for being carried forward against future taxable income in the taxable REIT subsidiaries. Pursuant to the Tax Protection Agreement, the amount that Pillarstone is required to indemnify the Operating Partnership for certain tax liabilities reduces over the term of the Tax Protection Agreement. In connection with the Contribution (as defined below), on December 8, 2016, the Operating Partnership entered into a Tax Protection Agreement (the “Tax Protection Agreement”) with Pillarstone Capital REIT (“Pillarstone REIT”), the general partner of Pillarstone, and Pillarstone pursuant to which Pillarstone agreed to indemnify the Operating Partnership for certain tax liabilities resulting from its recognition of income or gain prior to December 8, 2021 (a) if such liabilities result from a transaction involving a direct or indirect taxable disposition of all or a portion of the Pillarstone Properties or (b) if Pillarstone fails to maintain and allocate to the Operating Partnership for taxation purposes minimum levels of liabilities as specified in the Tax Protection Agreement, the result of which causes such recognition of income or gain and the Company incurs taxes that must be paid to maintain its REIT status for federal tax purposes. However, the Tax Protection Agreement expires on the earlier of (x) December 8, 2021 and (y) the date on which the Operating Partnership disposes of 50% or more of the Pillarstone OP Units (as defined below) issued in connection with the Contribution. Further, the amount that Pillarstone is required to indemnify the Operating Partnership reduces over the term of the Tax Protection Agreement as follows: on December 8th of each year, the amount of tax liability recognized by the Operating Partnership during that year that Pillarstone is required to indemnify is reduced by 20 percentage points. Once the Tax Protection Agreement has expired, the Company could be subject to additional taxes upon the occurrence of certain events that must be paid to maintain its REIT status for federal tax purposes. 30 17 Table of Contents Risks Related to Ownership of our Common Shares Increases in market interest rates may result in a decrease in the value of our common shares. One of the factors that may influence the price of our common shares will be the dividend distribution rate on the common shares (as a percentage of the price of our common shares) relative to market interest rates. If market interest rates rise, prospective purchasers of shares of our common shares may expect a higher distribution rate. Higher interest rates would not, however, result in more funds being available for distribution and, in fact, would likely increase our borrowing costs and might decrease our funds available for distribution. We therefore may not be able, or we may not choose, to provide a higher distribution rate. As a result, prospective purchasers may decide to purchase other securities rather than our common shares, which would reduce the demand for, and result in a decline in the market price of, our common shares. Broad market fluctuations could negatively impact the market price of our common shares. The stock market has experienced extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to these companies' operating performances. These broad market fluctuations could reduce the market price of our common shares. Furthermore, our operating results and prospects may be below the expectations of public market analysts and investors or may be lower than those of companies with comparable market capitalizations. Either of these factors could lead to a material decline in the market price of our common shares. Maryland takeover statutes may deter others from seeking to acquire us and prevent shareholders from making a profit in such transactions. The Maryland General Corporation Law (“MGCL”) contains many provisions, such as the business combination statute and the control share acquisition statute, that are designed to prevent, or have the effect of preventing, someone from acquiring control of us. The business combination statute, subject to limitations, prohibits certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting shares or an affiliate or associate of our Company who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding shares) or an affiliate of an interested shareholder for five years after the most recent date on which the person becomes an interested shareholder and thereafter imposes super-majority voting requirements on these combinations. The control share acquisition statute provides that “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the shareholder (except solely by virtue of a revocable proxy), entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding control shares) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. We are currently subject to the control share acquisition statute, although our board of trustees may amend our Amended and Restated Bylaws, or our bylaws, without shareholder approval, to exempt any acquisition of our shares from the statute. Our board of trustees has adopted a resolution exempting any business combination with any person from the business combination statute. The business combination statute (if our board of trustees revokes the foregoing exemption) and the control share acquisition statute could delay or prevent offers to acquire us and increase the difficulty of consummating any such offers, even if such a transaction would be in our shareholders' best interest. The MGCL, the Maryland REIT Law and our organizational documents limit shareholders' rights to bring claims against our officers and trustees. The MGCL and the Maryland REIT Law provide that a trustee will not have any liability as a trustee so long as he performs his duties in good faith, in a manner he reasonably believes to be in our best interests, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our declaration of trust provides that no trustee or officer will be liable to us or to any shareholder for money damages except to the extent that (a) the trustee or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property, or services actually received; or (b) a judgment or the final adjudication adverse to the trustee or officer is entered in a proceeding based on a finding in the proceeding the trustee's or officer's action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Finally, our declaration of trust authorizes our Company to obligate itself, and our bylaws obligate us, to indemnify and advance expenses to our trustees and officers to the maximum extent permitted by Maryland law. 18 31 Table of Contents Our classified board of trustees may prevent others from effecting a change in the control of our board of trustees. We believe that classification of our board of trustees will help to assure the continuity and stability of our business strategies and policies as determined by the board of trustees. However, the classified board provision could have the effect of making the replacement of incumbent trustees more time-consuming and difficult. At least two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of our board of trustees. Thus, the classified board provision could increase the likelihood that incumbent trustees will retain their positions. The staggered terms of trustees may delay, defer or prevent a transaction or a change in control that might involve a premium price for our common shares or otherwise be in the best interest of the shareholders. The terms of our employment agreements with our executive officers and severance arrangements with other employees and the terms of certain equity awards granted to our employees may deter others from seeking to acquire us or reduce the price of any such acquisition. We have entered into employment agreements with our executive officers and severance arrangements with other of our employees, and have granted equity awards to a number of our employees. In certain cases, upon a change of control acquisition of us, such agreements and awards would entitle the officer or employee to severance payments and vesting of otherwise unvested awards. The cost of these payments and the impact of the vesting of such awards could deter a third party from seeking to acquire us or could cause the price payable to shareholders in connection with any such acquisition to be lower than it otherwise may have been. These effects could delay or prevent offers to acquire us and increase the difficulty in consummating any such offers, even if such a transaction would be in our shareholders’ best interests. Future offerings of debt, which would be senior to our common shares upon liquidation, and/or preferred equity securities that may be senior to our common shares for purposes of distributions or upon liquidation, may adversely affect the market price of our common shares. In the future, we may attempt to increase our capital resources by making additional offerings of debt or preferred equity securities, including medium-term notes, trust preferred securities, senior or subordinated notes and preferred shares. Upon liquidation, holders of our debt securities and preferred shares and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common shares, or both. Holders of our common shares are not entitled to preemptive rights or other protections against dilution. Our preferred shares, if issued, could have a preference on liquidating distributions or a preference on distribution payments that could limit our ability to pay distributions to the holders of our common shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our common shareholders bear the risk of our future offerings reducing the market price of our common shares and diluting their share holdings in us. Item 1B. Unresolved Staff Comments. None. 19 32 Table of Contents Table of Contents Item 2. Properties. Item 2. Properties. General General As of December 31, 2017, we wholly-owned or held a majority interest in 73 commercial properties, including 17 properties in As of December 31, 2017, we wholly-owned or held a majority interest in 73 commercial properties, including 17 properties in Houston, seven properties in Dallas-Fort Worth, three properties in San Antonio, four properties in Austin, 27 properties in the Scottsdale and Houston, seven properties in Dallas-Fort Worth, three properties in San Antonio, four properties in Austin, 27 properties in the Scottsdale and Phoenix, Arizona metropolitan areas, one property in Buffalo Grove, Illinois, a suburb of Chicago and the 14 Pillarstone Properties. Phoenix, Arizona metropolitan areas, one property in Buffalo Grove, Illinois, a suburb of Chicago and the 14 Pillarstone Properties. Our tenants consist of national, regional and local businesses. Our properties generally attract a mix of tenants who provide basic Our tenants consist of national, regional and local businesses. Our properties generally attract a mix of tenants who provide basic staples, convenience items and services tailored to the specific cultures, needs and preferences of the surrounding community. These types of tenants are the core of our strategy of creating Whitestone-branded Community Centered Properties®. We also believe daily sales of these staples, convenience items and services tailored to the specific cultures, needs and preferences of the surrounding community. These types of tenants are the core of our strategy of creating Whitestone-branded Community Centered Properties®. We also believe daily sales of these basic items are less sensitive to fluctuations in the business cycle than higher priced retail items. Our largest tenant represented only 2.5% of basic items are less sensitive to fluctuations in the business cycle than higher priced retail items. Our largest tenant represented only 2.5% of our total revenues for the year ended December 31, 2017. our total revenues for the year ended December 31, 2017. We directly manage the operations and leasing of our wholly-owned properties and the 14 Pillarstone Properties pursuant to We directly manage the operations and leasing of our wholly-owned properties and the 14 Pillarstone Properties pursuant to management agreements. Substantially all of our revenues consist of base rents received under leases that generally have terms that range management agreements. Substantially all of our revenues consist of base rents received under leases that generally have terms that range from less than one year to 15 years. The following table summarizes certain information relating to our properties as of December 31, 2017: from less than one year to 15 years. The following table summarizes certain information relating to our properties as of December 31, 2017: Commercial Properties Commercial Properties Whitestone Whitestone Pillarstone (3) Pillarstone (3) Development, New Acquisitions (4) Development, New Acquisitions (4) Total Total GLA GLA 4,897,822 4,897,822 1,531,737 1,531,737 125,393 125,393 6,554,952 6,554,952 Average Occupancy as of Average 12/31/17 Occupancy as of 12/31/17 Annualized Base Rental Revenue Annualized Base (in thousands) (1) Rental Revenue (in thousands) (1) 79,612 79,612 14,106 14,106 3,193 3,193 96,911 96,911 91 % $ 91 % $ 81 % 81 % 79 % 79 % 88% $ 88% $ Average Annualized Average Base Annualized Rental Revenue Base Per Sq. Ft. (2) Rental Revenue Per Sq. Ft. (2) 17.86 $ 17.86 $ 11.37 11.37 32.23 32.23 16.80 16.80 $ $ (1) Calculated as the tenant's actual December 31, 2017 base rent (defined as cash base rents including abatements) multiplied by (1) Calculated as the tenant's actual December 31, 2017 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of December 31, 2017. Because annualized base rental revenue is not derived from historical results that 12. Excludes vacant space as of December 31, 2017. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with GAAP, historical results differ from the annualized amounts. Total abatements for leases in effect were accounted for in accordance with GAAP, historical results differ from the annualized amounts. Total abatements for leases in effect as of December 31, 2017 equaled approximately $190,000 for the month ended December 31, 2017. as of December 31, 2017 equaled approximately $190,000 for the month ended December 31, 2017. (2) Calculated as annualized base rent divided by GLA leased as of December 31, 2017. Excludes vacant space as of December 31, 2017. (2) Calculated as annualized base rent divided by GLA leased as of December 31, 2017. Excludes vacant space as of December 31, 2017. (3) As of December 31, 2017, we own 81.4% of Pillarstone and fully consolidate it on our financial statements. (3) As of December 31, 2017, we own 81.4% of Pillarstone and fully consolidate it on our financial statements. (4) Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are 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. undergoing significant development, redevelopment or re-tenanting. (4) Our largest property, BLVD Place, a retail community purchased on May 26, 2017 and located in Houston, Texas, accounted for Our largest property, BLVD Place, a retail community purchased on May 26, 2017 and located in Houston, Texas, accounted for 7.4% of our total revenues for the year ended December 31, 2017. BLVD also accounted for 16.2% of our consolidated real estate assets, net 7.4% of our total revenues for the year ended December 31, 2017. BLVD also accounted for 16.2% of our consolidated real estate assets, net of accumulated depreciation, for the year ended December 31, 2017. of accumulated depreciation, for the year ended December 31, 2017. As of December 31, 2017, approximately $228.7 million of our total debt of $660.9 million was secured by 20 of our wholly-owned As of December 31, 2017, approximately $228.7 million of our total debt of $660.9 million was secured by 20 of our wholly-owned or majority interest held properties with a combined net book value of $340.6 million. or majority interest held properties with a combined net book value of $340.6 million. Location of Properties Location of Properties Of our 59 wholly-owned properties, 17 are located in the greater Houston metropolitan statistical area. These 17 properties Of our 59 wholly-owned properties, 17 are located in the greater Houston metropolitan statistical area. These 17 properties represent 23% of our revenue for the year ended December 31, 2017. An additional 27 of our wholly-owned properties are located in the represent 23% of our revenue for the year ended December 31, 2017. An additional 27 of our wholly-owned properties are located in the greater Phoenix metropolitan statistical area and represent 39% of our revenue for the year ended December 31, 2017. greater Phoenix metropolitan statistical area and represent 39% of our revenue for the year ended December 31, 2017. According to the United States Census Bureau, Houston and Phoenix ranked fifth and twelfth, respectively, in the largest United States According to the United States Census Bureau, Houston and Phoenix ranked fifth and twelfth, respectively, in the largest United States metropolitan statistical areas as of July 1, 2016. The following table sets forth information about the unemployment rate in Houston, Phoenix metropolitan statistical areas as of July 1, 2016. The following table sets forth information about the unemployment rate in Houston, Phoenix and nationally during the last six months of 2017. and nationally during the last six months of 2017. Table of Contents July Aug. Sept. Oct. Nov. Dec. National (1) Houston (2) Phoenix (2) (1) Seasonally adjusted. (2) Not seasonally adjusted. (3) Represents estimate. Source: Bureau of Labor Statistics 4.3% 4.9% 4.6% 4.4% 5.2% 4.3% 4.2% 4.8% 4.0% 4.1% 4.1% 3.7% 4.1% 4.3% 3.7% 4.1% 4.3% (3) 3.9% (3) 20 20 33 21 Table of Contents General Physical and Economic Attributes The following table sets forth certain information relating to each of our properties owned as of December 31, 2017. Whitestone REIT and Subsidiaries Property Details As of December 31, 2017 Community Name Location Year Built/ Renovated GLA Percent Occupied at 12/31/2017 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 Plaza Anthem Marketplace Bellnott Square Bissonnet Beltway BLVD Place The Citadel City View Village Davenport Village Desert Canyon Eldorado Plaza Fountain Hills Fountain Square Fulton Ranch Towne Center Gilbert Tuscany Village Gilbert Tuscany Village Hard Corner Heritage Trace Plaza Headquarters Village Keller Place Kempwood Plaza La Mirada Lion Square The Marketplace at Central Market Street at DC Ranch Mercado at Scottsdale Ranch Paradise Plaza Parkside Village North Parkside Village South Pima Norte Pinnacle of Scottsdale Pinnacle Phase II The Promenade at Fulton Ranch Providence Quinlan Crossing Shaver Shops at Pecos Ranch Shops at Starwood The Shops at Williams Trace South Richey Spoerlein Commons Phoenix Phoenix Houston Houston Houston Phoenix San Antonio Austin Phoenix Dallas Phoenix Phoenix Phoenix Phoenix Phoenix Dallas Dallas Dallas Houston Phoenix Houston Phoenix Phoenix Phoenix Phoenix Austin Austin Phoenix Phoenix Phoenix Phoenix Houston Austin Houston Phoenix Dallas Houston Houston Chicago The Strand at Huebner Oaks San Antonio SugarPark Plaza Sunridge Sunset at Pinnacle Peak Terravita Marketplace Houston Houston Phoenix Phoenix 34 1979 2000 1982 1978 2014 2013 2005 1999 2000 2004 2009 1986 2005 2009 2009 2006 2009 2001 1974 1997 2014 2012 2003 1987 1983 2005 2012 2007 1991 2017 2007 1980 2012 1978 2009 2006 1985 1980 1987 2000 1974 1979 2000 1997 72,650 113,293 73,930 29,205 216,944 28,547 17,870 128,934 62,533 221,577 111,289 118,209 120,575 49,415 14,603 70,431 89,134 93,541 93,161 147,209 117,592 111,130 242,459 118,730 125,898 27,045 90,101 35,110 113,108 27,063 98,792 90,327 109,892 21,926 78,767 55,385 132,991 69,928 41,455 73,920 95,032 49,359 41,530 102,733 22 91% $ 887 $ 13.42 $ 95% 36% 81% 100% 91% 93% 93% 87% 96% 87% 91% 83% 95% — 98% 93% 94% 82% 80% 96% 99% 92% 84% 94% 100% 100% 66% 100% 91% 64% 96% 88% 100% 100% 87% 96% 95% 77% 96% 100% 83% 89% 95% 1,770 318 312 8,448 469 457 3,059 766 3,076 1,686 1,854 1,654 842 — 1,517 2,374 910 909 2,412 1,433 978 4,425 1,369 1,511 797 2,307 400 2,366 673 1,110 820 2,068 307 1,620 1,351 1,898 693 687 1,536 1,151 458 636 1,412 16.45 11.95 13.19 38.94 18.05 27.50 25.51 14.08 14.46 17.41 17.24 16.53 17.94 — 21.98 28.64 10.35 11.90 20.48 12.69 8.89 19.84 13.73 12.77 29.47 25.60 17.26 20.92 27.33 17.56 9.46 21.38 14.00 20.57 28.04 14.87 10.43 21.52 21.65 12.11 11.18 17.21 14.47 12.99 16.06 11.91 13.10 41.74 17.13 29.42 25.67 13.90 15.89 17.50 16.75 18.29 19.00 — 22.64 30.06 10.71 11.79 21.59 12.74 8.63 19.76 16.56 13.22 29.84 26.65 18.08 21.58 28.99 17.81 9.62 22.44 14.05 20.59 30.18 15.11 10.42 21.12 21.93 11.83 11.96 16.53 14.36 Table of Contents Whitestone REIT and Subsidiaries Property Details As of December 31, 2017 (continued) Community Name Location Year Built/ Renovated GLA Percent Occupied at 12/31/2017 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) Torrey Square Town Park Village Square at Dana Park Westchase Williams Trace Plaza Windsor Park Woodlake Plaza Total/Weighted Average - Whitestone Properties Whitestone Development Properties: Seville Shops at Starwood Phase III Total/Weighted Average - Whitestone Development Properties (5) Total/Weighted Average - Whitestone Properties Pillarstone Properties:(4) 9101 LBJ Freeway Corporate Park Northwest Corporate Park West Corporate Park Woodland Corporate Park Woodland II Dairy Ashford Holly Hall Industrial Park Holly Knight Interstate 10 Warehouse Main Park Plaza Park Uptown Tower Westbelt Plaza Westgate Service Center Total/Weighted Average - Pillarstone Properties Properties Held for Development: Anthem Marketplace BLVD Phase II-B Dana Park Development Eldorado Plaza Development Fountain Hills Market Street at DC Ranch Total/Weighted Average - Properties Held For Development (6) Houston Houston Phoenix Houston Houston San Antonio Houston Phoenix Dallas Dallas Houston Houston Houston Houston Houston Houston Houston Houston Houston Houston Dallas Houston Houston Phoenix Houston Phoenix Dallas Phoenix Phoenix 1983 1978 2009 1978 1983 2012 1974 1990 2016 1985 1981 1999 2000 2000 1981 1980 1984 1980 1982 1982 1982 1978 1984 N/A N/A N/A N/A N/A N/A 105,766 43,526 323,026 50,332 129,222 196,458 106,169 4,897,822 90,042 35,351 125,393 5,023,215 125,874 174,359 175,665 99,937 16,220 42,902 90,000 20,015 151,000 113,410 105,530 253,981 65,619 97,225 1,531,737 — — — — — — — 83% 100% 91% 84% 92% 97% 88% 91% 749 913 6,152 624 1,763 2,123 1,562 79,612 8.53 20.98 20.93 14.76 14.83 11.14 16.72 17.86 82% $ 2,442 $ 33.07 $ 71% 79% 90% 751 3,193 82,805 29.92 32.23 18.32 75% $ 1,401 $ 14.84 $ 79% 78% 97% 88% 37% 91% 100% 86% 79% 64% 81% 67% 99% 81% 1,805 1,540 1,003 167 110 642 375 579 540 580 4,152 492 720 14,106 13.10 11.24 10.35 11.70 6.93 7.84 18.74 4.46 6.03 8.59 20.18 11.19 7.48 11.37 — $ — $ — $ — — — — — — — — — — — — — — — — — — 8.79 20.65 20.89 14.10 14.85 10.69 16.56 18.31 34.05 38.33 35.09 18.82 14.02 13.12 11.27 10.76 15.55 7.56 7.34 18.94 4.60 6.69 8.28 20.12 10.78 7.46 11.39 — — — — — — — Grand Total/Weighted Average 6,554,952 88% $ 96,911 $ 16.80 $ 17.20 (1) Calculated as the tenant's actual December 31, 2017 base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of December 31, 2017. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with GAAP, historical results differ from the annualized amounts. Total abatements for leases in effect as of December 31, 2017 equaled approximately $190,000 for the month ended December 31, 2017. Table of Contents (2) Calculated as annualized base rent divided by GLA leased as of December 31, 2017. Excludes vacant space as of December 31, 2017. 23 (3) Represents (i) the contractual base rent for leases in place as of December 31, 2017, 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 as of December 31, 2017. (4) As of December 31, 2017, we own 81.4% of Pillarstone and fully consolidate it on our financial statements. (5) 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. (6) As of December 31, 2017, these parcels of land were held for development and, therefore, had no GLA. 35 24 Table of Contents Significant Tenants The following table sets forth information about our 15 largest tenants as of December 31, 2017, based upon consolidated annualized rental revenues at December 31, 2017. 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) Whole Foods Market Frost Bank Newmark Real Estate of Houston LLC Bashas' Inc. (3) Walgreens & Co. (4) Verizon Wireless (5) Dollar Tree (6) Alamo Drafthouse Cinema Wells Fargo & Company (7) University of Phoenix Kroger Co. Ross Dress for Less, Inc. (8) Ruth's Chris Steak House Inc. Paul's Ace Hardware Austin, Houston and Phoenix Houston Houston Houston Phoenix Houston and Phoenix Houston and Phoenix Houston and Phoenix Austin Phoenix San Antonio Dallas Houston, Phoenix and San Antonio Phoenix Phoenix $ 2,447 2,042 1,845 1,164 936 2.5% 2.1% 1.9% 1.2% 1.0% 927 1.0% 870 0.9% 729 690 681 541 483 472 466 460 $ 14,753 0.8% 0.7% 0.7% 0.6% 0.5% 0.5% 0.5% 0.5% 15.4% 11/14/1982, 5/8/1991, 7/1/2000, 4/1/2014, 4/1/2014 and 10/19/16 9/3/2014 7/1/2014 10/1/2015 10/9/2004 and 4/1/2009 11/14/1982, 11/2/1987, 8/24/1996 and 11/3/1996 8/16/1994, 2/1/2004, 5/10/2004, 1/27/2006 and 5/1/2014 3/1/1998, 8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009, 4/4/2011 and 5/21/2013 2/1/2012 10/24/1996 and 4/16/1999 10/18/2010 12/15/2000 2/11/2009, 6/18/2012 and 2/7/2013 1/1/1991 3/1/2008 2020, 2020, 2021, 2022, 2024 and 2034 2035 2024 2026 2024 and 2029 2022, 2027, 2049 and 2056 2018, 2018, 2019, 2022 and 2024 2020, 2020, 2021, 2021, 2022, 2023 and 2027 2027 2018 and 2022 2018 2022 2020, 2023 and 2023 2020 2023 (1) Annualized Base Rental Revenues represents the monthly base rent as of December 31, 2017 for each applicable tenant multiplied by 12. 25 36 Table of Contents (2) As of December 31, 2017, 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 $997,000, which represents approximately 1.0% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2014, and is scheduled to expire in 2024, was $42,000, which represents less than 0.1% of our annualized base rental revenue. The annualized rental revenue for the lease that commenced on May 8, 1991, and is scheduled to expire in 2021, was $344,000, which represents approximately 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 1, 2000, and is scheduled to expire in 2020, was $321,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1982, and is scheduled to expire in 2022, was $318,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on October 19, 2016, and is scheduled to expire in 2020, was $425,000, which represents approximately 0.4% of our total annualized base rental revenue. (3) As of December 31, 2017, 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 $232,000, which represents approximately 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 1, 2009, and is scheduled to expire in 2029, was $704,000, which represents approximately 0.7% of our total annualized base rental revenue. (4) As of December 31, 2017, 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 $169,000, 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 December 31, 2017, 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 2018, 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 2018, was $126,000, which represents approximately 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 1, 2004, and is scheduled to expire in 2019, was $36,000, 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 $681,000, which represents approximately 0.7% 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. (6) As of December 31, 2017, we had seven leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on March 1, 1998, and is scheduled to expire in 2022, was $59,000, which represents less than 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on August 10, 1999, and is scheduled to expire in 2020, was $77,000, 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 2020, 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 $145,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 4, 2011, and is scheduled to expire in 2021, was $77,000, which represents approximately 0.1% 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, 2017, 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 2018, was $550,000, which represents approximately 0.6% of our total annualized base rental revenue. (8) As of December 31, 2017, we had three leases with the same tenant occupying space at properties located in San Antonio, Phoenix and Houston. The annualized rental revenue for the lease that commenced on June 18, 2012, and is scheduled to expire in 2023, was $175,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 11, 2009, and is scheduled to expire in 2020, was $187,000, which represents approximately 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 7, 2013, and is scheduled to expire in 2023, was $110,000, which represents approximately 0.1% of our total annualized base rental revenue. 26 37 Table of Contents Lease Expirations The following table lists, on an aggregate basis, all of our consolidated scheduled lease expirations over the next 10 years. GLA Annualized Base Rent as of December 31, 2017 Number of Leases Approximate Square Feet Percent of Total Amount (in thousands) Percent of Total 490 281 262 205 192 72 51 35 21 31 1,640 1,144,870 17.5 % $ 760,124 983,868 631,290 736,363 308,493 416,292 148,490 164,033 201,148 5,494,971 11.6 % 15.0 % 9.6 % 11.2 % 4.7 % 6.4 % 2.3 % 2.5 % 3.1 % 83.9% $ 17,419 13,637 15,022 10,945 11,987 4,421 7,468 3,093 3,199 3,970 91,161 18.0 % 14.1 % 15.5 % 11.3 % 12.4 % 4.6 % 7.7 % 3.2 % 3.3 % 4.1 % 94.2% Year 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Total Insurance We believe that we have property and liability insurance with reputable, commercially rated companies. We also believe that our insurance policies contain commercially reasonable deductibles and limits, adequate to cover our properties. We expect to maintain this type of insurance coverage and to obtain similar coverage with respect to any additional properties we acquire in the near future. Further, we have title insurance relating to our properties in an aggregate amount that we believe to be adequate. Item 3. Legal Proceedings. We are a participant in various legal proceedings and claims that arise in the ordinary course of our business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we believe that the final outcome of these matters will not have a material effect on our financial position, results of operations or cash flows. Item 4. Mine Safety Disclosures. Not applicable. 27 38 Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Market Information Common Shares Our common shares are traded on the NYSE under the ticker symbol “WSR.” As of March 1, 2018, we had 39,223,591 common shares of beneficial interest outstanding held by a total of 1,221 shareholders of record. The following table sets forth the quarterly high, low and closing prices per share of our common shares for the years ended December 31, 2017 and 2016 as reported on the NYSE. For the Year Ended December 31, 2017 High Low Close First Quarter Second Quarter Third Quarter Fourth Quarter For the Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter $ $ $ $ $ $ $ $ High 14.78 14.50 13.96 15.15 12.74 15.15 16.30 14.41 $ $ $ $ $ $ $ $ Low 12.89 10.80 11.82 12.97 9.44 12.35 13.41 12.13 $ $ $ $ $ $ $ $ Close 13.84 12.25 13.05 14.41 12.57 15.08 13.88 14.38 On March 2, 2018, the closing price of our common shares reported on the NYSE was $10.86 per share. Distributions U.S. federal income tax law generally requires that a REIT distribute annually to its shareholders at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates on any taxable income that it does not distribute. We currently, and intend to continue to, accrue distributions quarterly and make distributions in three monthly installments following the end of each quarter. For a discussion of our cash flow as compared to dividends, see “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.” The timing and frequency of our distributions are authorized and declared by our board of trustees in exercise of its business judgment based upon a number of factors, including: • • • • • • • our funds from operations; our debt service requirements; our capital expenditure requirements for our properties; our taxable income, combined with the annual distribution requirements necessary to maintain REIT qualification; requirements of Maryland law; our overall financial condition; and other factors deemed relevant by our board of trustees. Any distributions we make will be at the discretion of our board of trustees and we cannot provide assurance that our distributions will be made or sustained in the future. 28 39 Table of Contents The following table reflects the total distributions we have paid (including the total amount paid and the amount paid per share/unit) in each indicated quarter (in thousands, except per share/unit data): Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distributions Per Common Share Total Amount Paid Distributions Per OP Unit Total Amount Paid Total Amount Paid 2017 Fourth Quarter Third Quarter Second Quarter First Quarter Total 2016 Fourth Quarter Third Quarter Second Quarter First Quarter Total $ $ $ $ 0.2850 $ 11,002 $ 0.2850 $ 0.2850 0.2850 0.2850 1.1400 $ 10,948 10,093 8,429 40,472 $ 0.2850 0.2850 0.2850 1.1400 $ 0.2850 $ 8,305 $ 0.2850 $ 0.2850 0.2850 0.2850 1.1400 $ 8,109 7,786 7,711 31,911 $ 0.2850 0.2850 0.2850 1.1400 $ 309 309 310 313 1,241 314 138 138 139 729 $ $ $ $ 11,311 11,257 10,403 8,742 41,713 8,619 8,247 7,924 7,850 32,640 Equity Compensation Plan Information Please refer to Item 12 of this Annual Report on Form 10-K for information concerning securities authorized under our equity incentive plan. Issuer Purchases of Equity Securities During the three months ended December 31, 2017, certain of our employees tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares issued under our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”). The following table summarized all of these repurchases during the three months ended December 31, 2017. Period October 1, 2017 through October 31, 2017 November 1, 2017 through November 30, 2017 December 1, 2017 through December 31, 2017 Total Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs Average Price Paid for Shares 13.05 — 14.41 13.74 N/A N/A N/A N/A N/A N/A Total Number of Shares Purchased (1) 84,195 $ — 86,917 171,112 $ (1) The number of shares purchased represents common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares issued under the 2008 Plan. With respect to these shares, the price paid per share is based on the fair market value at the time of tender. 40 29 Table of Contents Performance Graph The following graph compares the total shareholder returns of the Company's common shares to the Standard & Poor's 500 Index (“S&P 500 Index”) and to the Morgan Stanley Capital International US REIT Index (“REIT Index”) from December 31, 2012 to December 31, 2017. The graph assumes that the value of the investment in our common shares and in the S&P 500 Index and REIT Index was $100 at December 31, 2012 and that all dividends were reinvested. The closing price of our common shares on December 31, 2012 (on which the graph is based) was $14.05. The past shareholder return shown on the following graph is not necessarily indicative of future performance. The performance graph and related information shall not be deemed “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the extent the Company specifically incorporates it by reference into such filing. 30 41 Table of Contents Item 6. Selected Financial Data. The following table sets forth our selected consolidated financial information and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the notes thereto, both of which appear elsewhere in this Annual Report on Form 10-K. Operating Data: Revenues Property expenses General and administrative Depreciation and amortization Interest expense Year Ended December 31, (in thousands, except per share data) 2017 2016 2015 2014 2013 $ 125,959 $ 104,437 $ 93,416 $ 72,382 $ 42,110 23,949 27,240 23,651 34,092 23,922 22,457 19,239 31,335 20,312 19,761 14,910 25,152 15,274 15,725 10,579 60,492 22,678 10,912 13,100 9,975 Interest, dividend and other investment income (410) (429) (313) (90) (136) Income from continuing operations before loss on disposal of assets and income taxes Provision for income taxes Gain on sale of property Loss on disposal of assets Income from continuing operations Income from discontinued operations Gain on sale of properties from discontinued operations Net income Less: net income attributable to noncontrolling interests 9,419 (386) 16 (183) 8,866 — — 8,866 532 5,156 (289) 3,357 (96) 8,128 — — 8,128 197 7,411 (372) — (185) 6,854 11 — 6,865 116 5,742 (282) — (111) 5,349 510 1,887 7,746 160 Net income attributable to Whitestone REIT $ 8,334 $ 7,931 $ 6,749 $ 7,586 $ 3,963 (293) — (49) 3,621 298 — 3,919 125 3,794 42 31 Table of Contents Year Ended December 31, (in thousands, except per share data) 2017 2016 2015 2014 2013 Earnings per share - basic Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares Income from discontinued operations attributable to Whitestone REIT Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares Earnings per share - diluted Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares Income from discontinued operations attributable to Whitestone REIT Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ $ $ $ 0.22 0.00 0.22 0.22 0.00 0.22 Balance Sheet Data: Real estate (net) Real estate (net), discontinued operations Other assets Total assets Liabilities Whitestone REIT shareholders' equity Noncontrolling interest in subsidiary Other Data: Proceeds from issuance of common shares Acquisitions of and additions to real estate (1) Distributions per share (2) Funds from operations (3) Total occupancy at year end Average aggregate GLA Average rent per square foot (1) Including amounts for discontinued operations. $ 1,018,420 $ $ — 53,312 1,071,732 713,414 347,604 10,714 $ 1,071,732 $ 118,412 231,120 1.13 35,039 88% 6,403 16.81 $ $ $ $ $ $ $ $ $ $ $ 0.26 0.00 0.26 0.26 0.00 0.26 813,052 — 42,157 855,209 587,566 255,687 11,956 855,209 30,014 91,785 1.13 27,031 87% 5,837 15.45 $ $ $ $ $ $ $ $ $ $ 0.25 0.00 0.25 0.24 0.00 0.24 $ $ $ $ 0.23 0.10 0.33 0.22 0.10 0.32 $ $ $ $ 0.19 0.02 0.21 0.19 0.01 0.20 745,958 $ 602,068 $ 474,760 — 36,127 782,085 535,094 242,974 4,017 $ $ — 30,137 632,205 418,882 210,072 3,251 $ $ 5,506 26,446 506,712 285,797 215,818 5,097 782,085 $ 632,205 $ 506,712 49,649 $ 6,458 $ 63,887 163,050 142,065 137,024 1.13 26,696 1.13 21,920 1.12 17,314 87% 87% 87% 5,734 14.62 $ 5,075 13.57 $ 4,537 12.60 (2) The distributions per share represent total cash payments divided by weighted average common shares. (3) We believe that Funds From Operations (“FFO”) is an appropriate supplemental measure of operating performance because it helps our investors compare our operating performance relative to other REITs. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) available to common shareholders computed in accordance with GAAP, excluding gains or losses from sales of operating properties and extraordinary items, plus depreciation and amortization of real estate assets, including our share of unconsolidated partnerships and joint ventures. We calculate FFO in a manner consistent with the NAREIT definition. For more information, see “Management's Discussion and Analysis of Financial Condition and Results of Operations - Reconciliation of Non-GAAP Financial Measures.” 32 43 Table of Contents The following table sets forth a reconciliation of net income to FFO, the nearest GAAP measure, for the periods presented: Net income attributable to Whitestone REIT Adjustments to reconcile to FFO:(1) Depreciation and amortization of real estate assets (2) Loss (gain) on sale or disposal of assets (2) Net income attributable to redeemable operating partnership units (2) FFO (1) Includes pro-rata share attributable to Pillarstone in 2017. (2) Including amounts for discontinued operations. Year Ended December 31, (in thousands, except per share data) 2017 2016 2015 2014 2013 $ 8,334 $ 7,931 $ 6,749 $ 7,586 $ 3,794 26,290 161 254 22,179 (3,261) 182 19,646 185 116 15,950 (1,776) 160 13,339 56 125 $ 35,039 $ 27,031 $ 26,696 $ 21,920 $ 17,314 44 33 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion of our financial condition and results of operations in conjunction with our audited consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K. For more detailed information regarding the basis of presentation for the following information, you should read the notes to our audited consolidated financial statements included in this Annual Report on Form 10-K. Overview of Our Company We are a fully integrated real estate company that owns and operates commercial properties in culturally diverse markets in major metropolitan areas. Founded in 1998, we are internally managed with a portfolio of commercial properties in Texas, Arizona and Illinois. In October 2006, our current management team joined the Company and adopted a strategic plan to acquire, redevelop, own and operate Community Centered Properties®. We define Community Centered Properties® as visibly located properties in established or developing culturally diverse neighborhoods in our target markets. We market, lease, and manage our centers to match tenants with the shared needs of the surrounding neighborhood. Those needs may include specialty retail, grocery, restaurants and medical, educational and financial services. Our goal is for each property to become a Whitestone- branded retail community that serves a neighboring five-mile radius around our property. We employ and develop a diverse group of associates who understand the needs of our multicultural communities and tenants. As of December 31, 2017, we owned or had a majority interest in 73 commercial properties consisting of: Consolidated Operating Portfolio • • 51 wholly-owned properties that meet our Community Centered Properties® strategy containing approximately 4.9 million square feet of GLA and having a total carrying amount (net of accumulated depreciation) of $898.9 million; and as a result of the Contribution (as defined below), a majority interest in 14 consolidated properties that do not meet our Community Centered Properties® strategy containing approximately 1.5 million square feet of GLA and having a total carrying amount (net of accumulated depreciation) of $59.5 million; and Redevelopment, New Acquisitions Portfolio • • two retail properties that meet our Community Centered Properties® strategy containing approximately 0.1 million square feet of GLA and having a total carrying amount (net of accumulated depreciation) of $43.0 million; and six parcels of land held for future development that meet our Community Centered Properties® strategy having a total carrying amount of $17.0 million. As of December 31, 2017, we had an aggregate of 1,664 tenants. We have a diversified tenant base with our largest tenant comprising only 2.5% of our total revenues for the year ended December 31, 2017. Lease terms for our properties range from less than one year for smaller tenants to more than 15 years for larger tenants. Our leases generally include minimum monthly lease payments and tenant reimbursements for taxes, insurance and maintenance. We completed 366 new and renewal leases during 2017, totaling 991,308 square feet and $71.2 million in total lease value. We employed 103 full-time employees as of December 31, 2017. As an internally managed REIT, we bear our own expenses of operations, including the salaries, benefits and other compensation of our employees, office expenses, legal, accounting and investor relations expenses and other overhead costs. 34 45 Table of Contents How We Derive Our Revenue Substantially all of our revenue is derived from rents received from leases at our properties. We had rental income and tenant reimbursements of approximately $125,959,000 for the year ended December 31, 2017 as compared to $104,437,000 for the year ended December 31, 2016, an increase of $21,522,000, or 21%. The year ended December 31, 2017 included $17,057,000 in increased revenues from Non-Same Store operations and $181,000 in increased revenues from our Consolidated Partnership. We define “Non-Same Stores” as properties acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. During the twelve months ended December 31, 2017, Same Store revenues increased $4,284,000. We define “Same Stores” as properties owned during the entire period being compared. For purposes of comparing the year ended December 31, 2017 to the year ended December 31, 2016, Same Stores include properties owned from January 1, 2015 to December 31, 2016. Same Store average occupancy increased from 89.0% for the year ended December 31, 2016 to 89.5% for the year ended December 31, 2017. Same Store revenue rate per average leased square foot increased $0.81 for the year ended December 31, 2017 to $23.49 per average leased square foot as compared to the year ended December 31, 2016 revenue rate per average leased square foot of $22.68, increasing Same Store revenue by $3,143,000. The revenue rate per average leased square feet is calculated by dividing the total revenue by the average square feet leased during the period. Known Trends in Our Operations; Outlook for Future Results Rental Income We expect our rental income to increase year-over-year due to the addition of properties and rent increases on renewal leases. The amount of net rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly acquired properties with vacant space, and space available from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or increase rental rates in our submarkets. Over the past three years, we have seen modest improvement in the overall economy in our markets, which has allowed us to maintain overall occupancy rates, with slight increases in occupancy at certain of our properties, and to recognize modest increases in rental rates. We expect this trend to continue in 2018. Scheduled Lease Expirations We tend to lease space to smaller businesses that desire shorter term leases. As of December 31, 2017, approximately 29% of our GLA was subject to leases that expire prior to December 31, 2019. Over the last three years, we have renewed expiring leases with respect to approximately 78% of our GLA. We routinely seek to renew leases with our existing tenants prior to their expiration and typically begin discussions with tenants as early as 18 months prior to the expiration date of the existing lease. Inasmuch as our early renewal program and other leasing and marketing efforts target these expiring leases, we hope to re-lease most of that space prior to expiration of the leases. In the markets in which we operate, we obtain and analyze market rental rates through review of third-party publications, which provide market and submarket rental rate data and through inquiry of property owners and property management companies as to rental rates being quoted at properties that are located in close proximity to our properties and we believe display similar physical attributes as our nearby properties. We use this data to negotiate leases with new tenants and renew leases with our existing tenants at rates we believe to be competitive in the markets for our individual properties. Due to the short term nature of our leases, and based upon our analysis of market rental rates, we believe that, in the aggregate, our current leases are at market rates. Market conditions, including new supply of properties, and macroeconomic conditions in our markets and nationally affecting tenant income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs and other matters, could adversely impact our renewal rate and/or the rental rates we are able to negotiate. We continue to monitor our tenants' operating performances as well as overall economic trends to evaluate any future negative impact on our renewal rates and rental rates, which could adversely affect our cash flow and ability to make distributions to our shareholders. Acquisitions We have continued to successfully grow our GLA through the acquisition of additional properties, and we expect to actively pursue and consummate additional acquisitions in the foreseeable future. We believe that over the next few years we will continue to have excellent opportunities to acquire quality properties at historically attractive prices. We have extensive relationships with community banks, attorneys, title companies and others in the real estate industry, which we believe enables us to take advantage of these market opportunities and maintain an active acquisition pipeline. 46 35 Table of Contents General and Administrative Expenses On December 29, 2017, a shareholder of the Company notified us of its intention to nominate three trustees to our board of trustees at our 2018 Annual Meeting of Shareholders. Our board of trustees and the Nominating and Corporate Governance Committee continue to evaluate the proposed nominees. The process of this evaluation and any potential outcome could result in an increase in our general and administrative expenses compared to prior periods. Property Acquisitions and Dispositions We seek to acquire commercial properties in high-growth markets. Our acquisition targets are properties that fit our Community Centered Properties® strategy. We define Community Centered Properties® as visibly located properties in established or developing, culturally diverse neighborhoods in our target markets, primarily in and around Phoenix, Chicago, Dallas, Fort Worth, San Antonio and Houston. We may acquire properties in other high growth cities in the future. We market, lease and manage our centers to match tenants with the shared needs of the surrounding neighborhood. Those needs may include specialty retail, grocery, restaurants and medical, educational and financial services. Our goal is for each property to become a Whitestone-branded business center or retail community that serves a neighboring five-mile radius around our property. Property Dispositions. We seek to continually upgrade our portfolio by opportunistically selling properties that do not have the potential to meet our Community Centered Property® strategy and redeploying the sale proceeds into properties that better fit our strategy. Some of our properties that we owned at the time our current management team assumed the management of the Company may not fit our Community Centered Property® strategy, and we may look for opportunities to dispose of these properties as we continue to execute our strategy. For example, in December 2014, we sold three suburban office properties in Clear Lake, Texas that were part of the Legacy Portfolio, and in 2016, we sold three additional properties in the greater Houston area. On December 8, 2016, we, through our Operating Partnership, entered into a Contribution Agreement (the “Contribution Agreement”) with Pillarstone and Pillarstone REIT pursuant to which we contributed all of the equity interests in four of our wholly-owned subsidiaries: Whitestone CP Woodland Ph. 2, LLC, a Delaware limited liability company (“CP Woodland”); Whitestone Industrial-Office, LLC, a Texas limited liability company (“Industrial-Office”); Whitestone Offices, LLC, a Texas limited liability company (“Whitestone Offices”); and Whitestone Uptown Tower, LLC, a Delaware limited liability company (“Uptown Tower”, and together with CP Woodland, Industrial-Office and Whitestone Offices, the “Entities”) that own 14 Non-Core Properties that do not fit our Community Centered Property® strategy, to Pillarstone for aggregate consideration of approximately $84.0 million, consisting of (1) approximately $18.1 million Class A units representing limited partnership interests in Pillarstone (“Pillarstone OP Units”), issued at a price of $1.331 per Pillarstone OP Unit; and (2) the assumption of approximately $65.9 million of liabilities, consisting of (a) approximately $15.5 million of our liability under the Facility (see Note 9 to the accompanying consolidated financial statements); (b) an approximately $16.3 million promissory note of Uptown Tower under the Loan Agreement, dated as of September 26, 2013, between Uptown Tower, as borrower, and U.S. Bank, National Association, as successor to Morgan Stanley Mortgage Capital Holdings LLC, as lender; and (c) an approximately $34.1 million promissory note (the “Industrial-Office Promissory Note”) of Industrial-Office issued under the Loan Agreement, dated as of November 26, 2013 (the “Industrial-Office Loan Agreement”), between Industrial-Office, as borrower, and Jackson National Life Insurance Company, as lender (collectively, the “Contribution”). In connection with the Contribution, on December 8, 2016, the Operating Partnership entered into an OP Unit Purchase Agreement (the “OP Unit Purchase Agreement”) with Pillarstone REIT and Pillarstone pursuant to which the Operating Partnership agreed to purchase up to an aggregate of $3.0 million of Pillarstone OP Units at a price of $1.331 per Pillarstone OP Unit over the two-year term of the OP Unit Purchase Agreement on the terms set forth therein. The OP Unit Purchase Agreement contains customary closing conditions and the parties have made certain customary representations, warranties and indemnifications to each other in the OP Unit Purchase Agreement. In addition, pursuant to the OP Unit Purchase Agreement, in the event of a Change of Control (as defined therein) of the Company, Pillarstone shall have the right, but not the obligation, to repurchase the Pillarstone OP Units issued thereunder from the Operating Partnership at their initial issue price of $1.331 per Pillarstone OP Unit. 36 47 Table of Contents In connection with the Contribution, (1) with respect to each Non-Core Property (other than Uptown Tower), Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a Management Agreement with the Entity that owns such Non-Core Property and (2) with respect to Uptown Tower, Whitestone TRS entered into a Management Agreement with Pillarstone (collectively, the “Management Agreements”). Pursuant to the Management Agreements with respect to each Non-Core Property (other than Uptown Tower), Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services to such Non-Core Property in exchange for (x) a monthly property management fee equal to 5.0% of the monthly revenues of such Non-Core Property and (y) a monthly asset management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the respective Non-Core Property based upon the purchase price allocations determined pursuant to the Contribution Agreement, excluding all indebtedness, liabilities or claims of any nature) of such Non-Core Property. Pursuant to the Management Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day- to-day advisory and administrative services to Pillarstone in exchange for (x) a monthly property management fee equal to 3.0% of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. In connection with the Contribution, on December 8, 2016, the Operating Partnership entered into a Tax Protection Agreement with Pillarstone REIT and Pillarstone pursuant to which Pillarstone agreed to indemnify the Operating Partnership for certain tax liabilities resulting from its recognition of income or gain prior to December 8, 2021 if such liabilities result from a transaction involving a direct or indirect taxable disposition of all or a portion of the Pillarstone Properties or if Pillarstone fails to maintain and allocate to the Operating Partnership for taxation purposes minimum levels of liabilities as specified in the Tax Protection Agreement, the result of which causes such recognition of income or gain and the Company incurs taxes that must be paid to maintain its REIT status for federal tax purposes. As of December 31, 2017, we owned approximately 81.4% of the total outstanding Pillarstone OP Units. Accordingly, we have consolidated Pillarstone in our consolidated balance sheets and related consolidated statement of operations and comprehensive income. Property Acquisitions. On December 29, 2017, we acquired a 1.83 acre parcel of undeveloped land for $0.9 million in cash and net prorations. The undeveloped land parcel is the hard corner at our Eldorado Plaza property. On May 26, 2017, we acquired BLVD Place, a property that meets our Community Centered Property® strategy, for $158.0 million, including $80.0 million of asset level mortgage financing and $78.0 million in cash and net prorations. BLVD Place, a 216,944 square foot property, was 99% leased at the time of purchase and is located in Houston, Texas. Included in the purchase of BLVD Place is approximately 1.43 acres of developable land. Revenue and net income attributable to BLVD Place of $9.3 million and $5.1 million, respectively, have been included in our results of operations for the year ended December 31, 2017. On May 3, 2017, we acquired Eldorado Plaza, a property that meets our Community Centered Property® strategy, for $46.6 million in cash and net prorations. Eldorado Plaza, a 221,577 square foot property, was 96% leased at the time of purchase and is located in McKinney, Texas, a suburb of Dallas, Texas. Revenue and net income attributable to Eldorado Plaza of $3.0 million and $1.6 million, respectively, have been included in our results of operations for the year ended December 31, 2017. Hurricane Harvey. In August 2017, Hurricane Harvey impacted the South Texas region, including Houston, Texas. The majority of our Houston properties incurred minor damage and as a result, we recorded approximately $0.5 million in Harvey related repairs recorded in property operation and maintenance expense for the year ended December 31, 2017, with no insurance recoveries expected. 48 37 Table of Contents Leasing Activity As of December 31, 2017, we owned or held a majority interest in 73 properties with 6,554,952 square feet of GLA, which were approximately 88% occupied. Our occupancy rate for all properties was approximately 87% occupied as of December 31, 2016. The following is a summary of the Company's leasing activity for the year ended December 31, 2017: Number of Leases Signed GLA Signed Weighted Average Lease Term (2) TI and Incentives per Sq. Ft. (3) Contractual Rent Per Sq. Ft (4) Prior Contractual Rent Per Sq. Ft. (5) Straight-lined Basis Increase (Decrease) Over Prior Rent 213 46 259 548,695 125,450 674,145 3.1 4.0 3.3 $ $ 1.53 4.19 2.02 $ $ 15.58 14.93 15.46 $ $ 15.38 15.61 15.42 7.2% 6.6% 7.1% Number of Leases Signed GLA Signed Weighted Average Lease Term (2) TI and Incentives per Sq. Ft. (3) Contractual Rent Per Sq. Ft (4) 220 146 366 574,186 424,549 998,735 3.2 5.6 4.2 $ $ 1.90 9.52 5.14 $ $ 15.79 15.46 15.65 Comparable (1) Renewal Leases New Leases Total Total Renewal Leases New Leases Total (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 (in years) is determined on the basis of square footage. (3) Estimated amount per signed leases. Actual cost of construction may vary. Does not include first generation costs for tenant improvements (“TI”) and leasing commission costs needed for new acquisitions, developement or redevelopment of a property to bring to operating standards for its intended use. (4) Contractual minimum rent under the new lease for the first month, excluding concessions. (5) Contractual minimum rent under the prior lease for the final month. Capital Expenditures The following is a summary of the Company's capital expenditures for the years ended December 31 (in thousands): Capital expenditures: Tenant improvements and allowances Developments / redevelopments Leasing commissions and costs Maintenance capital expenditures Total capital expenditures 2017 2016 $ $ $ 6,646 6,519 3,118 4,410 20,693 $ 5,708 13,702 2,199 2,626 24,235 38 49 Table of Contents Summary of Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. We prepared these financial statements in conformity with GAAP. The preparation of these financial statements required us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Our results may differ from these estimates. Currently, we believe that our accounting policies do not require us to make estimates using assumptions about matters that are highly uncertain. For a better understanding of our accounting policies, you should read Note 2 to our accompanying consolidated financial statements in conjunction with this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have described below the critical accounting policies that we believe could impact our consolidated financial statements most significantly. Revenue Recognition. All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We have established an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible. Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest and real estate taxes) are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the year ended December 31, 2017, approximately $439,000 and $277,000 in interest expense and real estate taxes, respectively, were capitalized. For the year ended December 31, 2016, approximately $324,000 and $71,000 in interest expense and real estate taxes, respectively, were capitalized. For the year ended December 31, 2015, approximately $106,000 and $69,000 in interest expense and real estate taxes, respectively, were capitalized. Acquired Properties and Acquired Lease Intangibles. We allocate the purchase price of the acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values at the time of purchase. Identifiable intangibles include amounts allocated to acquired out-of-market leases, the value of in-place leases and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Premiums or discounts on acquired out-of-market debt are amortized to interest expense over the remaining term of such debt. Depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 39 years for improvements and buildings, respectively. Tenant improvements are depreciated using the straight-line method over the life of the improvement or remaining term of the lease, whichever is shorter. Impairment. We review our properties for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. We determine whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. Management has determined that there has been no impairment in the carrying value of our real estate assets as of December 31, 2017. 50 39 Table of Contents Accrued Rents and Accounts Receivable. Included in accrued rent and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of accrued rents and accounts receivable is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. As of December 31, 2017 and 2016, we had an allowance for uncollectible accounts of $9.1 million and $7.3 million, respectively. As of December 31, 2017, 2016 and 2015, we recorded bad debt expense in the amount of $2.3 million, $1.6 million and $2.0 million, respectively, related to tenant receivables that we specifically identified as potentially uncollectible based on our assessment of each tenant’s credit-worthiness. Bad debt expenses and any related recoveries are included in property operation and maintenance expense. Unamortized Lease Commissions and Loan Costs. Leasing commissions are amortized using the straight-line method over the terms of the related lease agreements. Loan costs are amortized on the straight-line method over the terms of the loans, which approximates the interest method. Costs allocated to in-place leases whose terms differ from market terms related to acquired properties are amortized over the remaining life of the respective leases. Prepaids and Other Assets. Prepaids and other assets include escrows established pursuant to certain mortgage financing arrangements for real estate taxes and insurance and acquisition deposits which include earnest money deposits on future acquisitions. Federal Income Taxes. We elected to be taxed as a REIT under the Code beginning with our taxable year ended December 31, 1999. As a REIT, we generally are not subject to federal income tax on income that we distribute to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates. We believe that we are organized and operate in such a manner as to qualify to be taxed as a REIT, and we intend to operate so as to remain qualified as a REIT for federal income tax purposes. State Taxes. We are subject to the Texas Margin Tax which is computed by applying the applicable tax rate (1% for us) to the profit margin, which, generally, will be determined for us as total revenue less a 30% standard deduction. Although the Texas Margin Tax is not an income tax, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 740, “Income Taxes” (“ASC 740”) applies to the Texas Margin Tax. As of December 31, 2017, 2016 and 2015, we recorded a margin tax provision of $0.4 million, $0.2 million and $0.4 million, respectively. Fair Value of Financial Instruments. Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts and notes payable and investments in marketable securities. The carrying value of cash, cash equivalents, accounts receivable and accounts payable are representative of their respective fair values due to their short-term nature. The fair value of our long-term debt, consisting of fixed rate secured notes, variable rate secured notes and an unsecured revolving credit facility aggregate to approximately $659.6 million and $540.0 million as compared to the book value of approximately $660.9 million and $545.5 million as of December 31, 2017 and 2016, respectively. The fair value of our long-term debt is estimated on a Level 2 basis (as provided by ASC 820, “Fair Value Measurements and Disclosures”), using a discounted cash flow analysis based on the borrowing rates currently available to us for loans with similar terms and maturities, discounting the future contractual interest and principal payments. Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2017 and 2016. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2017 and current estimates of fair value may differ significantly from the amounts presented herein. Derivative Instruments and Hedging Activities. We occasionally utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedge's change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820. Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable. As of December 31, 2017, we consider our cash flow hedges to be highly effective. 40 51 Table of Contents Recent Accounting Pronouncements. In May 2014, the FASB issued guidance, as amended in subsequent updates, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. The standard also requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a modified retrospective basis beginning January 1, 2018 and do not expect this standard to have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance requiring lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting will remain largely unchanged with the exception of changes related to costs which qualify as initial direct costs. The guidance will also require new qualitative and quantitative disclosures to help financial statement users better understand the timing, amount and uncertainty of cash flows arising from leases. This guidance will be effective for reporting periods on or after December 15, 2018, with early adoption permitted. We will adopt this guidance on a modified retrospective basis beginning January 1, 2019, and such adoption will result in certain costs (primarily legal costs related to lease negotiations) being expensed rather than capitalized. We capitalized $436,000 in legal related costs for the year ended December 31, 2017. In March 2016, the FASB issued guidance simplifying the accounting for share-based payment transactions, including the income tax consequences, balance sheet classification of awards and the classification on the statement of cash flows. We have adopted this guidance as of January 1, 2017. The main provision regarding excess tax benefits did not have an impact on our consolidated financial statements due to our status as a REIT for federal income tax purposes. We have elected to continue estimating the number of shares expected to vest in order to determine compensation cost, and we will continue to classify cash paid by us for employee taxes when common shares were repurchased to cover minimum statutory requirements under cash flows from financing activities. In November 2016, the FASB issued guidance requiring that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance effective January 1, 2018, and we will reconcile cash and cash equivalents and restricted cash and restricted cash equivalents on a retrospective basis, whereas under the previous guidance, we reported restricted cash and restricted cash equivalents under cash flows from financing activities. In January 2017, the FASB issued guidance clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a prospective basis beginning January 1, 2018 and believe the majority of our future acquisitions will qualify as asset acquisitions and the associated transaction costs will be capitalized as opposed to expensed under previous guidance. In February 2017, the FASB issued guidance clarifying the scope of asset derecognition guidance, adds guidance for partial sales of nonfinancial assets and clarifies recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a modified retrospective basis beginning January 1, 2018 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. 52 41 Table of Contents Liquidity and Capital Resources Our short-term liquidity requirements consist primarily of distributions to holders of our common shares and OP units, including those required to maintain our REIT status and satisfy our current quarterly distribution target of $0.2850 per share and OP unit, recurring expenditures, such as repairs and maintenance of our properties, non-recurring expenditures, such as capital improvements and tenant improvements, debt service requirements, and, potentially, acquisitions of additional properties. During the year ended December 31, 2017, our cash provided from operating activities was $40,959,000 and our total dividends and distributions paid were $42,092,000. Therefore, we had distributions in excess of cash flow from operations of approximately $1,133,000. The Facility includes a $300 million unsecured borrowing capacity under a revolving credit facility, two $50 million term loans and one $100 million term loan. The Facility also includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity to $700 million, upon the satisfaction of certain conditions. We anticipate that cash flows from operating activities and our borrowing capacity under the Facility will provide adequate capital for our distributions working capital requirements, anticipated capital expenditures and scheduled debt payments in the short term. We also believe that cash flows from operating activities and our borrowing capacity will allow us to make all distributions required for us to continue to qualify to be taxed as a REIT for federal income tax purposes. Our long-term capital requirements consist primarily of maturities under our longer-term debt agreements, development and redevelopment costs, and potential acquisitions. We expect to meet our long-term liquidity requirements with net cash from operations, long-term indebtedness, sales of common shares, issuance of OP units, sales of underperforming and Non-Core Properties and other financing opportunities, including debt financing. We believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity. However, our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about our Company. We expect that our rental income will increase as we continue to acquire additional properties, subsequently increasing our cash flows generated from operating activities. We intend to finance the continued acquisition of such additional properties through equity issuances and through debt financing. Our capital structure includes non-recourse secured debt that we assumed or originated on certain properties. We may hedge the future cash flows of certain debt transactions principally through interest rate swaps with major financial institutions. As discussed in Note 2 to the accompanying consolidated financial statements, pursuant to the term of our $15.1 million 4.99% Note, due January 6, 2024 (see Note 9 to the accompanying consolidated financial statements), which is collateralized by our Anthem Marketplace property, we were required by the lenders thereunder to establish a cash management account controlled by the lenders to collect all amounts generated by our Anthem Marketplace property in order to collateralize such promissory note. Amounts in the cash management account are classified as restricted cash. Cash and Cash Equivalents We had cash and cash equivalents of approximately $7,817,000 at December 31, 2017, as compared to $4,168,000 at December 31, 2016. The increase of $3,649,000 was primarily the result of the following: Sources of Cash Cash flow from operations of $40,959,000 for the year ended December 31, 2017; Net proceeds of $118,412,000 from issuance of common shares; Net proceeds of $45,600,000 from the Facility; Proceeds of $26,000 from sales of properties; Proceeds of $513,000 from sales of marketable securities; • • • • • 42 53 Table of Contents Uses of Cash • • • • • • • Payment of dividends and distributions to common shareholders and OP unit holders of $42,092,000; Real estate acquisitions of $125,468,000; Additions to real estate of $17,575,000; Change in restricted cash of $149,000; Payments of loan origination costs of $695,000; Payments of loans of $11,543,000; and Repurchase of common shares of $4,339,000. We place all cash in short-term, highly liquid investments that we believe provide appropriate safety of principal. Equity Offerings On April 25, 2017, we completed the sale of 8,018,500 common shares, including 1,018,500 common shares purchased by the underwriters upon exercise of their option to purchase additional common shares, at a public offering price per share of $13.00 (the “April Offering”). Total net proceeds from the April Offering, after deducting offering expenses, were approximately $99.9 million, which we contributed to the Operating Partnership in exchange for OP units. The Operating Partnership used the net proceeds from the April Offering to repay a portion of the Facility and for general corporate purposes, including funding a portion of the purchase price of BLVD Place and Eldorado Plaza. On June 4, 2015, we entered into nine amended and restated equity distribution agreements (the “2015 equity distribution agreements”) for an at-the-market distribution program. Pursuant to the terms and conditions of the 2015 equity distribution agreements, we can issue and sell up to an aggregate of $50 million of our common shares. Actual sales will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and will be made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. We have no obligation to sell any of our common shares, and can at any time suspend offers under the 2015 equity distribution agreements or terminate the 2015 equity distribution agreements. For the year ended December 31, 2017, we sold 1,324,038 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $18.6 million. In connection with such sales, we paid compensation of approximately $0.3 million to the sales agents. For the year ended December 31, 2016, we sold 2,063,697 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $30.0 million. In connection with such sales, we paid compensation of approximately $0.5 million to the sales agents. 54 43 Table of Contents Debt Mortgages and other notes payable consist of the following (in thousands): Description Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1) $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 (2) $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 (3) $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 (4) $80.0 million, 3.72% Note, due June 1, 2027 $37.0 million 3.76% Note, due December 1, 2020 (5) $6.5 million 3.80% Note, due January 1, 2019 $19.0 million 4.15% Note, due December 1, 2024 $20.2 million 4.28% Note, due June 6, 2023 $14.0 million 4.34% Note, due September 11, 2024 $14.3 million 4.34% Note, due September 11, 2024 $16.5 million 4.97% Note, due September 26, 2023 (5) $15.1 million 4.99% Note, due January 6, 2024 $9.2 million, Prime Rate less 2.00% Note, due December 29, 2017 (6) $2.6 million 5.46% Note, due October 1, 2023 Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 (7) Total notes payable principal Less deferred financing costs, net of accumulated amortization December 31, 2017 2016 $ 9,740 $ 50,000 50,000 100,000 80,000 33,148 5,842 19,000 19,360 13,944 14,300 16,058 14,865 — 2,472 232,200 660,929 (1,861) 659,068 $ $ 9,980 50,000 50,000 100,000 — 34,166 6,019 19,000 19,708 14,000 14,300 16,298 15,060 7,869 2,512 186,600 545,512 (1,492) 544,020 (1) Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term. (2) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 1 (as defined below) at 0.84% through February 3, 2017 and 1.75% beginning February 3, 2017 through October 30, 2020. (3) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 2 (as defined below) at 1.50%. (4) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 3 (as defined below) at 1.73%. (5) Promissory notes were assumed by Pillarstone in December 2016 (see Note 5 to the accompanying consolidated financial statements). (6) Promissory note includes an interest rate swap that fixed the interest rate at 5.72% for the duration of the term. As part of our acquisition of Paradise Plaza in August 2012, we recorded a discount on the note of $1.3 million, which amortizes into interest expense over the life of the loan and results in an imputed interest rate of 4.13%. (7) Unsecured line of credit includes certain Pillarstone Properties. 44 55 Table of Contents Our mortgage debt was collateralized by 20 operating properties as of December 31, 2017 with a combined net book value of $340.6 million and 19 operating properties as of December 31, 2016 with a combined net book value of $189.4 million. Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and the assignment of certain rents and leases associated with those properties. On May 26, 2017, we, through our subsidiary, Whitestone BLVD Place LLC, a Delaware limited liability company, issued a $80.0 million promissory note to American General Life Insurance Company (the “BLVD Note”). The BLVD Note has a fixed interest rate of 3.72% and a maturity date of June 1, 2027. Proceeds from the BLVD Note were used to fund a portion of the purchase price of the acquisition of BLVD Place (see Note 4 to the accompanying consolidated financial statements). On November 7, 2014, we, through our Operating Partnership, entered into an unsecured revolving credit facility (the “2014 Facility”) with the lenders party thereto, with BMO Capital Markets Corp., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and U.S. Bank, National Association, as co-lead arrangers and joint book runners, and Bank of Montreal, as administrative agent (the “Agent”). The 2014 Facility amended and restated our previous unsecured revolving credit facility. On October 30, 2015, we, through our Operating Partnership, entered into the First Amendment to the 2014 Facility (the “First Amendment”) with the guarantors party thereto, the lenders party thereto and the Agent. We refer to the 2014 Facility, as amended by the First Amendment, as the “Facility.” Pursuant to the First Amendment, the Company made the following amendments to the 2014 Facility: extended the maturity date of the $300.0 million unsecured revolving credit facility under the 2014 Facility (the “Revolver”) to October 30, 2019 from November 7, 2018; converted $100.0 million of outstanding borrowings under the Revolver to a new $100 million unsecured term loan under the 2014 Facility (“Term Loan 3”) with a maturity date of October 30, 2022; extended the maturity date of the first $50.0 million unsecured term loan under the 2014 Facility (“Term Loan 1”) to October 30, 2020 from February 17, 2017; and extended the maturity date of the second $50.0 million unsecured term loan under the 2014 Facility (“Term Loan 2” and together with Term Loan 1 and Term Loan 3, the “Term Loans”) to January 29, 2021 from November 7, 2019. • • • • Borrowings under the Facility accrue interest (at the Operating Partnership's option) at a Base Rate or an Adjusted LIBOR plus an applicable margin based upon our then existing leverage. As of December 31, 2017, the interest rate was 3.30%. The applicable margin for Adjusted LIBOR borrowings ranges from 1.40% to 1.95% for the Revolver and 1.35% to 2.25% for the Term Loans. Base Rate means the higher of: (a) the Agent's prime commercial rate, (b) the sum of (i) the average rate quoted by the Agent by two or more federal funds brokers selected by the Agent for sale to the Agent at face value of federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1.00%, and (c) the LIBOR rate for such day plus 1.00%. Adjusted LIBOR means LIBOR divided by one minus the Eurodollar Reserve Percentage. The Eurodollar Reserve Percentage means the maximum reserve percentage at which reserves are imposed by the Board of Governors of the Federal Reserve System on eurocurrency liabilities. We serve as the guarantor for funds borrowed by the Operating Partnership under the Facility. The Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, maximum secured indebtedness to total asset value, minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges, and maintenance of a minimum net worth. The Facility also contains customary events of default with customary notice and cure, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy and loss of REIT tax status. 56 45 Table of Contents The Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity to $700.0 million, upon the satisfaction of certain conditions. The Facility, which is available to us for acquisitions of properties and working capital, is our primary source of additional credit. As of December 31, 2017, $432.2 million was drawn on the Facility and our unused borrowing capacity was $67.8 million, assuming that we use the proceeds of the Facility to acquire properties, or to repay debt on properties, that are eligible to be included in the unsecured borrowing base. Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. We intend to use the additional proceeds from the Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditure, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. On December 8, 2016, in connection with the Contribution, the Operating Partnership entered into the Second Amendment to the Facility and Reaffirmation of Guaranties (the “Second Amendment”) with Pillarstone, the Company and the other Guarantors party thereto, the lenders party thereto and the Agent. Pursuant to the Second Amendment, following the Contribution, Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC were permitted to remain Material Subsidiaries (as defined in the Facility) and Guarantors under the Facility and their respective Pillarstone Properties were each permitted to remain an Eligible Property (as defined in the Facility) and be included in the Borrowing Base (as defined in the Facility) under the Facility. In addition, on December 8, 2016, Pillarstone entered into the Limited Guarantee (the “Limited Guarantee”) with the Agent, pursuant to which Pillarstone agreed to be joined as a party to the Facility to provide a limited guarantee up to the amount of availability generated by the Pillarstone Properties owned by Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC. As of December 31, 2017, Pillarstone accounted for approximately $15.5 million of the total amount drawn on the Facility. Certain other of our loans are subject to customary covenants. As of December 31, 2017, we were in compliance with all loan covenants. Annual maturities of notes payable as of December 31, 2017 are due during the following years: Year 2018 2019 2020 2021 2022 Thereafter Total Amount Due (in thousands) $ $ 12,208 240,249 82,827 51,918 102,007 171,720 660,929 Capital Expenditures We continually evaluate our properties’ performance and value. We may determine it is in our shareholders’ best interest to invest capital in properties we believe have potential for increasing value. We also may have unexpected capital expenditures or improvements for our existing assets. Additionally, we intend to continue investing in similar properties outside of Texas in cities with exceptional demographics to diversify market risk, and we may incur significant capital expenditures or make improvements in connection with any properties we may acquire. 46 57 Table of Contents Contractual Obligations As of December 31, 2017, we had the following contractual obligations (see Note 9 of our accompanying consolidated financial statements for further discussion regarding the specific terms of our debt): Consolidated Contractual Obligations Total Payment due by period (in thousands) Less than 1 year (2018) 1 - 3 years (2019 - 2020) 3 - 5 years (2021 - 2022) More than 5 years (after 2022) Long-Term Debt - Principal $ 660,929 $ 12,208 $ 323,076 $ 153,925 $ 171,720 Long-Term Debt - Fixed Interest Long-Term Debt - Variable Interest (1) Unsecured Credit Facility - Unused commitment fee (2) Operating Lease Obligations Total 80,790 14,049 249 57 15,223 7,663 136 33 28,954 6,386 113 20 18,200 18,413 — — 4 — — — $ 756,074 $ 35,263 $ 358,549 $ 172,129 $ 190,133 As of December 31, 2017, Pillarstone had the following contractual obligations included in the consolidated contractual obligations: Pillarstone Contractual Obligations Total Payment due by period (in thousands) Less than 1 year (2018) 1 - 3 years (2019 - 2020) 3 - 5 years (2021 - 2022) More than 5 years (after 2022) Long-Term Debt - Principal Long-Term Debt - Fixed Interest Long-Term Debt - Variable Interest (3) Total $ 49,206 $ 1,343 $ 32,662 $ 631 $ 14,570 7,921 937 2,019 511 3,882 426 1,481 — 539 — $ 58,064 $ 3,873 $ 36,970 $ 2,112 $ 15,109 (1) As of December 31, 2017, we had one loan totaling $232.2 million which bore interest at a floating rate. The variable interest rate payments are based on LIBOR plus 1.40% to LIBOR plus 1.95%, which reflects our new interest rates under our 2014 Facility. The information in the table above reflects our projected interest rate obligations for the floating rate payments based on one-month LIBOR as of December 31, 2017, of 1.37%. (2) The unused commitment fees on our unsecured credit facility, payable quarterly, are based on the average daily unused amount of our unsecured credit facility. The fees are 0.20% for facility usage greater than 50% or 0.25% for facility usage less than 50%. The information in the table above reflects our projected obligations for our unsecured credit facility based on our December 31, 2017 balance of $432.2 million. (3) The variable interest relates to Pillarstone Properties remaining in the Facility. As of December 31, 2017, Pillarstone accounted for approximately $15.5 million of the total amount drawn on the Facility. 58 47 Table of Contents Distributions During 2017, we paid distributions to our common shareholders and OP unit holders of $42.1 million, compared to $32.6 million in 2016. Common shareholders and OP unit holders receive monthly distributions. Payments of distributions are declared quarterly and paid monthly. The distributions paid to common shareholders and OP unit holders were as follows (in thousands, except per share data) for the years ended December 31, 2017 and 2016: Common Shares Noncontrolling OP Unit Holders Total Distributions Per Common Share Total Amount Paid Distributions Per OP Unit Total Amount Paid Total Amount Paid Quarter Paid 2017 Fourth Quarter Third Quarter Second Quarter First Quarter Total 2016 Fourth Quarter Third Quarter Second Quarter First Quarter Total $ $ $ $ 0.2850 $ 11,002 $ 0.2850 $ 0.2850 0.2850 0.2850 1.1400 $ 10,948 10,093 8,429 40,472 $ 0.2850 0.2850 0.2850 1.1400 $ 0.2850 $ 8,305 $ 0.2850 $ 0.2850 0.2850 0.2850 1.1400 $ 8,109 7,786 7,711 31,911 $ 0.2850 0.2850 0.2850 1.1400 $ 309 309 310 313 1,241 314 138 138 139 729 $ $ $ $ 11,311 11,257 10,403 8,742 41,713 8,619 8,247 7,924 7,850 32,640 48 59 Table of Contents Results of Operations Year Ended December 31, 2017 Compared to Year Ended December 31, 2016 The following table provides a general comparison of our results of operations for the years ended December 31, 2017 and 2016 (dollars in thousands, except per share data): Number of properties wholly-owned and operated Aggregate GLA (sq. ft.)(1) Ending occupancy rate - wholly-owned operating portfolio(1) Ending occupancy rate - all wholly-owned properties Number of properties managed and consolidated Aggregate GLA (sq. ft.) Ending occupancy rate - managed and consolidated operating portfolio Total property revenues Total property expenses Total other expenses Provision for income taxes Gain on sale of properties Loss on disposal of assets Income from continuing operations Income from discontinued operations Net income Less: Net income attributable to noncontrolling interests Net income attributable to Whitestone REIT Funds from operations core(2) Property net operating income (3) Distributions paid on common shares and OP units Distributions per common share and OP unit Distributions paid as a % of funds from operations Year Ended December 31, 2017 2016 59 55 5,023,215 4,557,425 91% 90% 14 90% 89% 14 1,531,737 1,531,737 81% 81% $ 125,959 $ 104,437 42,110 74,430 386 (16) 183 8,866 — 8,866 532 8,334 47,090 83,849 41,713 1.1400 $ $ $ 34,092 65,189 289 (3,357) 96 8,128 — 8,128 197 7,931 39,379 70,345 32,640 1.1400 89% 83% $ $ $ (1) Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant redevelopment or re-tenanting. (2) For an explanation and reconciliation of funds from operations to net income, see “Funds From Operations” below. (3) For an explanation and reconciliation of property net operating income to net income, see “Property Net Operating Income” below. 60 49 Table of Contents Property revenues. We had rental income and tenant reimbursements of approximately $125,959,000 for the year ended December 31, 2017 as compared to $104,437,000 for the year ended December 31, 2016, an increase of $21,522,000, or 21%. The year ended December 31, 2017 included $17,057,000 in increased revenues from Non-Same Store operations and $181,000 in increased revenues from our Consolidated Partnership. We define “Non-Same Stores” as properties acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. During the twelve months ended December 31, 2017, Same Store revenues increased $4,284,000. We define “Same Stores” as properties owned during the entire period being compared. For purposes of comparing the year ended December 31, 2017 to the year ended December 31, 2016, Same Stores include properties owned from January 1, 2016 to December 31, 2017. Same Store average occupancy increased from 89.0% for the year ended December 31, 2016 to 89.5% for the year ended December 31, 2017. Same Store revenue rate per average leased square foot increased $0.81 for the year ended December 31, 2017 to $23.49 per average leased square foot as compared to the year ended December 31, 2016 revenue rate per average leased square foot of $22.68, increasing Same Store revenue by $3,143,000. The revenue rate per average leased square feet is calculated by dividing the total revenue by the average square feet leased during the period. Property expenses. Our property expenses were $42,110,000 for the year ended December 31, 2017, as compared to $34,092,000 for the year ended December 31, 2016, an increase of $8,018,000, or 24%. Property expenses for the year ended December 31, 2017 included Same Store, Non-Same Store and Consolidated Partnership amounts of $29,809,000, $5,126,000 and $7,175,000, respectively. Property expenses for the year ended December 31, 2016 included Same Store, Non-Same Store and Consolidated Partnership amounts of $27,078,000, $607,000 and $6,407,000, respectively. The primary components of total property expenses, Same Store property expenses and Non-Same Store property expenses are detailed in the tables below (in thousands): Overall Property Expenses 2017 2016 Increase % Increase Year Ended December 31, Real estate taxes Utilities Contract services Repairs and maintenance Bad debt Labor and other Total Same Store Property Expenses Real estate taxes Utilities Contract services Repairs and maintenance Bad debt Labor and other Total Non-Same Store Property Expenses Real estate taxes Utilities Contract services Repairs and maintenance Bad debt Labor and other Total $ 17,897 $ 14,383 $ 5,514 7,186 5,052 2,356 4,105 4,868 5,941 3,802 1,589 3,509 3,514 646 1,245 1,250 767 596 42,110 $ 34,092 $ 8,018 24% 13% 21% 33% 48% 17% 24% Year Ended December 31, 2017 2016 Increase % Increase 12,883 $ 11,873 $ 1,010 3,738 4,988 3,733 1,742 3,423 4,865 2,921 1,367 2,725 29,809 $ 2,629 27,078 $ 315 123 812 375 96 2,731 9% 9% 3% 28% 27% 4% 10% Year Ended December 31, 2017 2016 Increase % Increase 190 101 84 77 17 138 607 $ 2,232 513 970 329 208 267 4,519 $ 2,422 $ 614 1,054 406 225 405 5,126 $ 50 1,175% 508% 1,155% 427% 1,224% 193% 744% 61 $ $ $ $ $ Table of Contents Real estate taxes. Real estate taxes increased $3,514,000, or 24%, during the year ended December 31, 2017 as compared to 2016. The $3,514,000 increase was comprised of increases of $2,232,000 in Non-Same Store expense, $1,010,000 in Same Store expense and $272,000 in our Consolidated Partnership properties. We actively work to keep our valuations and resulting taxes low because a majority of these taxes are charged to our tenants through triple net leases, and we strive to keep these charges to our tenants as low as possible. Utilities. Utilities increased $646,000, or 13%, during the year ended December 31, 2017 as compared to 2016. The $646,000 increase was comprised of increases of $513,000 in Non-Same Store expense and $315,000 in Same Store expenses, offset by a decrease of $182,000 in our Consolidated Partnership properties. Contract services. Contract services increased $1,245,000, or 21%, during the year ended December 31, 2017 as compared to 2016. The $1,245,000 increase was comprised of increases of $970,000 in Non-Same Store expense, $123,000 in Same Store expense and $152,000 in our Consolidated Partnership properties. Repairs and maintenance. Repairs and maintenance increased $1,250,000, or 33%, during the year ended December 31, 2017 as compared to 2016. The $1,250,000 increase was comprised of increases of $329,000 in Non-Same Store expense, $812,000 in Same Store expense and $109,000 in our Consolidated Partnership properties. Bad debt. Bad debt for the year ended December 31, 2017 increased $767,000, or 48%, as compared to 2016. The $767,000 increase was comprised of increases of $208,000 in Non-Same Store expense, $375,000 in Same Store expense and $184,000 in our Consolidated Partnership properties. Labor and other. Labor and other expenses increased $596,000, or 17%, for year ended December 31, 2017 as compared to 2016. The $596,000 increase was comprised of increases of $267,000 in Non-Same Store expense, $96,000 in Same Store expense and $233,000 in our Consolidated Partnership properties. 62 51 Table of Contents Same Store, Non-Same Store and Consolidated Partnership net operating income. The components of Same Store, Non-Same Store and Consolidated Partnership property net operating income and net income are detailed in the table below (in thousands): Year Ended December 31, 2017 2016 Increase (Decrease) % Increase (Decrease) Same Store (49 properties excluding development land) Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses $ 67,706 $ 65,340 $ 23,456 91,162 16,926 12,883 29,809 21,538 86,878 15,205 11,873 27,078 Total same store net operating income 61,353 59,800 Non-Same Store (4 properties excluding development land) Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses 13,960 5,396 19,356 2,704 2,422 5,126 1,796 503 2,299 417 190 607 2,366 1,918 4,284 1,721 1,010 2,731 1,553 12,164 4,893 17,057 2,287 2,232 4,519 4 % 9 % 5 % 11 % 9 % 10 % 3 % 677 % 973 % 742 % 548 % 1,175 % 744 % Total Non-Same Store net operating income 14,230 1,692 12,538 741 % Consolidated Partnership (14 properties) Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses Total Consolidated Partnership net operating income 12,902 2,539 15,441 4,583 2,592 7,175 8,266 12,932 2,328 15,260 4,087 2,320 6,407 8,853 (30) 211 181 496 272 768 (587) Total property net operating income 83,849 70,345 13,504 Less total other expenses, provision for income taxes and loss on disposal of assets Net income 74,983 62,217 12,766 $ 8,866 $ 8,128 $ 738 0 % 9 % 1 % 12 % 12 % 12 % (7)% 19 % 21 % 9 % 52 63 Table of Contents Other expenses. Our other expenses were $74,430,000 for the year ended December 31, 2017, as compared to $65,189,000 for the year ended December 31, 2016, an increase of $9,241,000, or 14%. The primary components of other expenses, net are detailed in the table below (in thousands): Year Ended December 31, Increase % Increase 2017 2016 (Decrease) (Decrease) General and administrative Depreciation and amortization Interest expense Interest, dividend and other investment income Total other expenses $ $ 23,949 $ 23,922 $ 27,240 23,651 (410) 74,430 $ 22,457 19,239 (429) 65,189 27 4,783 4,412 19 $ 9,241 0 % 21 % 23 % (4)% 14 % General and administrative. General and administrative expenses increased approximately $27,000 for the year ended December 31, 2017 as compared to 2016. The increase in general and administrative expenses included increased salaries and benefits costs of $282,000, increased share-based compensation of $179,000 and increased professional fees of $133,000, offset by decreased acquisition expenses and other expenses of $541,000 and $26,000, respectively. Total compensation recognized in earnings for share-based payments for the years ended December 31, 2017 and 2016 was $10.4 million and $10.2 million, respectively. We expect to record approximately $5.6 million in share-based compensation subsequent to the year ended December 31, 2017. The unrecognized share-based compensation cost is expected to vest over a weighted average period of 18 months. Depreciation and amortization. Depreciation and amortization increased $4,783,000, or 21%, for the year ended December 31, 2017 as compared to 2016. Non-Same Store depreciation increased $2,649,000, Consolidated Partnership depreciation decreased $264,000 and Same Store depreciation increased $1,810,000. The increase in Same Store depreciation is attributable to redevelopment and re-tenanting investments. Depreciation on corporate assets and amortization of commission costs increased $60,000. Interest expense. Interest expense increased $4,412,000, or 23%, for the year ended December 31, 2017 as compared to 2016. An increase in our average outstanding notes payable balance of $97,534,000 accounted for $3,366,000 in increased interest expense, and an increase in our effective interest rate to 3.62% for the year ended December 31, 2017 as compared to 3.45% for the year ended December 31, 2016, resulting in a $1,016,000 increase in interest expense. Amortization of loan fees increased interest expense by $30,000 for the year ended December 31, 2017 as compared to the year ended December 31, 2016. Interest, dividend and other investment income. Interest, dividend and other investment income decreased $19,000, or 4%, for the year ended December 31, 2017 as compared to 2016. During the year ended December 31, 2017, our interest income increased $79,000, our gains on sales of investments in available-for-sale securities decreased $91,000 and our dividend income decreased $7,000 as compared to the amounts realized during the year ended December 31, 2016. 64 53 Table of Contents Year Ended December 31, 2016 Compared to Year Ended December 31, 2015 The following table provides a general comparison of our results of operations for the years ended December 31, 2016 and 2015 (dollars in thousands, except per share data): Number of properties wholly-owned and operated Aggregate GLA (sq. ft.)(1) Ending occupancy rate - wholly-owned operating portfolio(1) Ending occupancy rate - all wholly-owned properties Number of properties managed and consolidated Year Ended December 31, 2016 2015 55 56 4,557,425 4,424,774 90% 89% 14 90% 89% 14 Aggregate GLA (sq. ft.) Ending occupancy rate - managed and consolidated operating portfolio(2) 1,531,737 1,531,737 81% 81% Total property revenues Total property expenses Total other expenses Provision for income taxes Gain on sale of properties Loss on disposal of assets Income from continuing operations Income from discontinued operations Gain on sale of property from discontinued operations Net income Less: Net income attributable to noncontrolling interests Net income attributable to Whitestone REIT Funds from operations core(2) Property net operating income (3) Distributions paid on common shares and OP units Distributions per common share and OP unit Distributions paid as a % of funds from operations $ 104,437 $ 34,092 65,189 289 (3,357) 96 8,128 — — 8,128 197 7,931 39,379 70,345 32,640 1.1400 $ $ $ $ $ $ 93,416 31,335 54,670 372 — 185 6,854 11 — 6,865 116 6,749 35,754 62,081 28,946 1.1400 83% 81% (1) Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant redevelopment or re-tenanting. (2) For an explanation and reconciliation of funds from operations to net income, see “Funds From Operations” below. (3) For an explanation and reconciliation of property net operating income to net income, see “Property Net Operating Income” below. 54 65 Table of Contents Property revenues. We had rental income and tenant reimbursements of approximately $104,437,000 for the year ended December 31, 2016 as compared to $93,416,000 for the year ended December 31, 2015, an increase of $11,021,000, or 12%. The year ended December 31, 2016 included $8,408,000 in increased revenues from Non-Same Store operations and $229,000 in decreased revenues from our Consolidated Partnership. We define “Non-Same Stores” as properties acquired since the beginning of the period being compared and properties that have been sold, but not classified as discontinued operations. During the twelve months ended December 31, 2016, Same Store revenues increased $2,842,000. We define “Same Stores” as properties owned during the entire period being compared. For purposes of comparing the year ended December 31, 2016 to the year ended December 31, 2015, Same Stores include properties owned from January 1, 2015 to December 31, 2016. Same Store average occupancy increased from 88.4% for the year ended December 31, 2015 to 89.3% for the year ended December 31, 2016, increasing Same Store revenue $702,000. Same Store revenue rate per average leased square foot increased $0.63 for the year ended December 31, 2016 to $21.36 per average leased square foot as compared to the year ended December 31, 2015 revenue rate per average leased square foot of $20.73, increasing Same Store revenue $2,140,000. The revenue rate per average leased square feet is calculated by dividing the total revenue by the average square feet leased during the period. Property expenses. Our property expenses were $34,092,000 for the year ended December 31, 2016, as compared to $31,335,000 for the year ended December 31, 2015, an increase of $2,757,000, or 9%. Property expenses for the year ended December 31, 2016 included Same Store, Non-Same Store and Consolidated Partnership amounts of $21,960,000, $5,725,000 and $6,407,000, respectively. Property expenses for the year ended December 31, 2015 included Same Store, Non-Same Store and Consolidated Partnership amounts of $21,557,000, $2,896,000 and $6,882,000, respectively. The primary components of total property expenses, Same Store property expenses and Non-Same Store property expenses are detailed in the tables below (in thousands): Overall Property Expenses 2016 2015 Increase % Increase Year Ended December 31, Real estate taxes Utilities Contract services Repairs and maintenance Bad debt Labor and other Total Same Store Property Expenses Real estate taxes Utilities Contract services Repairs and maintenance Bad debt Labor and other Total Non-Same Store Property Expenses Real estate taxes Utilities Contract services Repairs and maintenance Bad debt Labor and other Total $ 14,383 $ 12,637 $ 1,746 4,868 5,941 3,802 1,589 3,509 4,788 5,297 3,253 2,025 3,335 80 644 549 (436) 174 34,092 $ 31,335 $ 2,757 $ $ $ $ Year Ended December 31, Increase % Increase 2016 2015 8,701 $ 2,997 4,310 2,707 838 2,407 8,740 3,046 3,840 2,463 1,065 2,403 $ (Decrease) (39) (49) 470 244 (227) 4 403 (Decrease) 0 % (2)% 12 % 10 % (21)% 0 % 2 % 21,960 $ 21,557 $ Year Ended December 31, 2016 2015 Increase % Increase 3,362 $ 1,459 $ 1,903 527 639 290 546 361 300 351 167 462 157 227 288 123 84 204 $ 5,725 $ 2,896 $ 2,829 14 % 2 % 12 % 17 % (22)% 5 % 9 % 130% 76% 82% 74% 18% 130% 98% 66 55 Table of Contents Real estate taxes. Real estate taxes increased $1,746,000, or 14%, during the year ended December 31, 2016 as compared to 2015. The $1,746,000 increase was comprised of an increase of $1,903,000 in Non-Same Store expense and offset by decreases of $118,000 and $39,000 in our Consolidated Partnership and Same Store properties, respectively. We actively work to keep our valuations and resulting taxes low because a majority of these taxes are charged to our tenants through triple net leases, and we strive to keep these charges to our tenants as low as possible. Utilities. Utilities increased $80,000, or 2%, during the year ended December 31, 2016 as compared to 2015. The $80,000 increase was comprised of an increase of $227,000 in Non-Same Store expense and offset by decreases of $98,000 and $49,000 in our Consolidated Partnership and Same Store properties, respectively. Contract services. Contract services increased $644,000, or 12%, during the year ended December 31, 2016 as compared to 2015. The $644,000 increase was comprised of increases of $470,000 for Same Store properties and $288,000 for Non-Same Store properties and offset by a decrease of $114,000 in our Consolidated Partnership properties. The Same Store increase included increases of $300,000 for security services, $131,000 for exterior landscaping and $39,000 in other increased expenses. Repairs and maintenance. Repairs and maintenance increased $549,000, or 17%, during the year ended December 31, 2016 as compared to 2015. The $549,000 increase was comprised of increases of $244,000 for Same Store properties, $182,000 for Consolidated Partnership properties and $123,000 for Non-Same Store properties. The Same Store increase included increases of $141,000 for parking lot repairs, $51,000 for plumbing repairs, $48,000 in exterior landscape repairs and $4,000 in other repairs. Bad debt. Bad debt for the year ended December 31, 2016 decreased $436,000, or 22%, as compared to 2015. The $436,000 decrease included decreases of $293,000 for Consolidated Partnership properties and $227,000 for Same Store properties, offset by an increase of $84,000 for Non-Same Store properties. Labor and other. Labor and other expenses increased $174,000, or 5%, for year ended December 31, 2016 as compared to 2015. The increase of $174,000 was primarily comprised of a $204,000 increase for Non-Same Store properties and also included a $4,000 increase in Same Store properties expenses, offset by a decrease in Consolidated Partnership properties expense of $34,000. 56 67 Table of Contents Same Store, Non-Same Store and Consolidated Partnership net operating income. The components of Same Store, Non-Same Store and Consolidated Partnership property net operating income and net income are detailed in the table below (in thousands): Year Ended December 31, 2016 2015 Increase % Increase (Decrease) (Decrease) Same Store (40 properties excluding development land) Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses Total same store net operating income Non-Same Store (10 properties excluding development land) Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses Total Non-Same Store net operating income Consolidated Partnership (14 properties) Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses Total Consolidated Partnership net operating income $ 55,374 $ 53,438 $ 17,161 72,535 13,259 8,701 21,960 50,575 11,762 4,880 16,642 2,363 3,362 5,725 10,917 12,932 2,328 15,260 4,087 2,320 6,407 8,853 16,255 69,693 12,817 8,740 21,557 48,136 5,507 2,727 8,234 1,437 1,459 2,896 5,338 12,898 2,591 15,489 4,444 2,438 6,882 8,607 1,936 906 2,842 442 (39) 403 2,439 6,255 2,153 8,408 926 1,903 2,829 5,579 34 (263) (229) (357) (118) (475) 246 Total property net operating income 70,345 62,081 8,264 Less total other expenses, provision for income taxes and loss on disposal of assets Income from continuing operations Income from discontinued operations, net of taxes Net income 68 62,217 55,227 8,128 — 8,128 $ 6,854 11 6,865 $ 6,990 1,274 (11) 1,263 $ 57 4 % 6 % 4 % 3 % 0 % 2 % 5 % 114 % 79 % 102 % 64 % 130 % 98 % 105 % 0 % (10)% (1)% (8)% (5)% (7)% 3 % 13 % 13 % 19 % (100)% 18 % Table of Contents Other expenses. Our other expenses were $65,189,000 for the year ended December 31, 2016, as compared to $54,670,000 for the year ended December 31, 2015, an increase of $10,519,000, or 19%. The primary components of other expenses, net are detailed in the table below (in thousands): General and administrative Depreciation and amortization Interest expense Interest, dividend and other investment income Total other expenses Year Ended December 31, Increase % Increase 2016 2015 (Decrease) (Decrease) $ $ 23,922 $ 20,312 $ 22,457 19,239 (429) 65,189 $ 19,761 14,910 (313) 54,670 $ 3,610 2,696 4,329 (116) 10,519 18% 14% 29% 37% 19% General and administrative. General and administrative expenses increased approximately $3,610,000, or 18%, for the year ended December 31, 2016 as compared to 2015. The increase in general and administrative expenses included increased share-based compensation costs of $2,908,000, increased salaries and benefits of $888,000 and increased other expenses of $19,000 and was offset by decreased acquisition transaction expenses of $105,000 and decreased legal fees of $100,000. Total compensation recognized in earnings for share-based payments for the years ended December 31, 2016 and 2015 was $10.2 million and $7.3 million, respectively. Based on our current financial projections, we expect approximately 83% of the unvested awards to vest over the next 27 months. As of December 31, 2016, there was approximately $5.9 million in unrecognized compensation cost related to outstanding non-vested performance-based shares, which are expected to vest over a period of 27 months, and approximately $4.5 million in unrecognized compensation cost related to outstanding non-vested time-based shares, which are expected to be recognized over a period of approximately 12 months beginning on January 1, 2017. We expect to record approximately $10.4 million in share-based compensation subsequent to the year ended December 31, 2016. The unrecognized share-based compensation cost is expected to vest over a weighted average period of 18 months. The dilutive impact of the performance-based shares will be included in the denominator of the earnings per share calculation beginning in the period that the performance conditions are expected to be met. Depreciation and amortization. Depreciation and amortization increased $2,696,000, or 14%, for the year ended December 31, 2016 as compared to 2015. Non-Same Store depreciation increased $1,805,000, Consolidated Partnership depreciation decreased $134,000 and Same Store depreciation increased $827,000. The increase in Same Store depreciation is attributable to redevelopment and re-tenanting investments. Depreciation on corporate assets and amortization of commission costs increased $110,000. Interest expense. Interest expense increased $4,329,000, or 29%, for the year ended December 31, 2016 as compared to 2015. An increase in our average outstanding notes payable balance of $81,324,000 accounted for $2,533,000 in increased interest expense, and an increase in our effective interest rate to 3.45% for the year ended December 31, 2016 as compared to 3.11% for the year ended December 31, 2015, resulting in a $1,754,000 increase in interest expense. Amortization of loan fees increased interest expense by $42,000 for the year ended December 31, 2016 as compared to the year ended December 31, 2015. Interest, dividend and other investment income. Interest, dividend and other investment income increased $116,000, or 37%, for the year ended December 31, 2016 as compared to 2015. During the year ended December 31, 2016, our interest income increased $162,000, our gains on sales of investments in available-for-sale securities decreased $44,000 and our dividend income decreased $2,000 as compared to the amounts realized during the year ended December 31, 2015. 58 69 Table of Contents Discontinued operations. Discontinued operations are comprised of the of three office buildings known as Zeta, Royal Crest and Featherwood, located in Houston, Texas. On December 31, 2014, we completed the sale of the three office buildings for $10.3 million. As part of the transaction, we provided short-term seller financing of $2.5 million. We recorded a gain on sale of $4.4 million, including recognizing a $1.9 million gain on sale for the year ended December 31, 2016 and deferring the remaining $2.5 million gain on sale to be recognized upon receipt of principal payments on the financing provided by us. The primary components of discontinued operations are detailed in the table below (in thousands): Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses Other expenses Interest expense Depreciation and amortization Total other expense Income before loss on disposal of assets and income taxes Provision for income taxes Gain on sale or disposal of property or assets in discontinued operations Year Ended December 31, 2016 2015 $ — $ — — — — — — — — — — — Income from discontinued operations $ — $ 51 — 51 41 — 41 — — — 10 — 1 11 70 59 Table of Contents Reconciliation of Non-GAAP Financial Measures Funds From Operations (“FFO”) The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) available to common shareholders computed in accordance with GAAP, excluding gains or losses from sales of operating real estate assets, impairment charges on properties held for investment and extraordinary items, plus depreciation and amortization of operating properties, including our share of unconsolidated real estate joint ventures and partnerships. We calculate FFO in a manner consistent with the NAREIT definition. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income (loss) alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that use historical cost accounting is insufficient by itself. In addition, securities analysts, investors and other interested parties use FFO as the primary metric for comparing the relative performance of equity REITs. FFO should not be considered as an alternative to net income or other measurements under GAAP, as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements or principal payments on indebtedness. Although our calculation of FFO is consistent with that of NAREIT, there can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO Core Management believes that the computation of FFO in accordance with NAREIT's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, rent support agreement payments received from sellers on acquired assets, management fees from Pillarstone and acquisition costs. Therefore, in addition to FFO, management uses FFO Core, which we define to exclude such items. Management believes that these adjustments are appropriate in determining FFO Core as they are not indicative of the operating performance of our assets. In addition, we believe that FFO Core is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that FFO Core presented by us is comparable to the adjusted or modified FFO of other REITs. Below are the calculations of FFO and FFO Core and the reconciliations to net income, which we believe is the most comparable GAAP financial measure (in thousands): FFO AND FFO CORE Net income attributable to Whitestone REIT Adjustments to reconcile to FFO:(1) Depreciation and amortization of real estate assets (2) Loss (gain) on disposal or sale of assets (2) Net income attributable to redeemable operating partnership units (2) FFO Share-based compensation expense Acquisition costs FFO Core (1) (2) Includes pro-rata share attributable to Pillarstone in 2017. Includes amounts from discontinued operations. Year Ended December 31, 2016 2015 2017 $ 8,334 $ 7,931 $ 6,749 26,290 161 254 35,039 10,426 1,625 47,090 $ $ $ 22,179 (3,261) 182 27,031 10,247 2,101 39,379 $ $ $ 19,646 185 116 26,696 7,339 1,719 35,754 $ $ $ 60 71 Table of Contents Property Net Operating Income (“NOI”) Management believes that NOI is a useful measure of our property operating performance. We define NOI as operating revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Other REITs may use different methodologies for calculating NOI and, accordingly, our NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from net income. We use NOI to evaluate our operating performance since NOI allows us to evaluate the impact that factors such as occupancy levels, lease structure, lease rates and tenant base have on our results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about our property and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of property performance in the real estate industry. However, NOI should not be viewed as a measure of our overall financial performance since it does not reflect general and administrative expenses, depreciation and amortization, involuntary conversion, interest expense, interest income, provision for income taxes and gain or loss on sale or disposition of assets, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties. Below is the calculation of NOI and the reconciliation to net income, which we believe is the most comparable GAAP financial measure (in thousands): PROPERTY NET OPERATING INCOME (“NOI”) Net income attributable to Whitestone REIT General and administrative expenses Depreciation and amortization Interest expense Interest, dividend and other investment income Provision for income taxes Gain on sale of properties Loss on sale or disposal of assets Income from discontinued operations Net income attributable to noncontrolling interests NOI Taxes Year Ended December 31, 2017 2016 2015 $ 8,334 $ 7,931 $ 6,749 23,949 27,240 23,651 (410) 386 (16) 183 — 532 23,922 22,457 19,239 (429) 289 (3,357) 96 — 197 20,312 19,761 14,910 (313) 372 — 185 (11) 116 $ 83,849 $ 70,345 $ 62,081 We elected to be taxed as a REIT under the Code beginning with our taxable year ended December 31, 1999. As a REIT, we generally are not subject to federal income tax on income that we distribute to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates. We believe that we are organized and operate in a manner to qualify and be taxed as a REIT, and we intend to operate so as to remain qualified as a REIT for federal income tax purposes. Inflation We anticipate that the majority of our leases will continue to be triple-net leases or otherwise provide that tenants pay for increases in operating expenses and will contain provisions that we believe will mitigate the effect of inflation. In addition, many of our leases are for terms of less than five years, which allows us to adjust rental rates to reflect inflation and other changing market conditions when the leases expire. Consequently, increases due to inflation, as well as ad valorem tax rate increases, generally do not have a significant adverse effect upon our operating results. Off-Balance Sheet Arrangements We had no significant off-balance sheet arrangements as of December 31, 2017. 72 61 Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Our future income, cash flows and fair value relevant to our financial instruments depend upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Based upon the nature of our operations, we are not subject to foreign exchange rate or commodity price risk. The principal market risk to which we are exposed is the risk related to interest rate fluctuations. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control contribute to interest rate risk. Our interest rate risk objective is to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our overall borrowing costs. To achieve this objective, we manage our exposure to fluctuations in market interest rates for our borrowings through the use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable. All of our financial instruments were entered into for other than trading purposes. Fixed Interest Rate Debt As of December 31, 2017, $428.7 million, or approximately 65%, of our outstanding debt was subject to fixed interest rates, which limit the risk of fluctuating interest rates. Though a change in the market interest rates affects the fair market value, it does not impact net income to shareholders or cash flows. Our total outstanding fixed interest rate debt has an average effective interest rate as of December 31, 2017 of approximately 3.81% per annum with expirations ranging from 2018 to 2027 (see Note 9 to our accompanying consolidated financial statements for further detail). Holding other variables constant, a 1% increase or decrease in interest rates would cause a $17.0 million decline or increase, respectively, in the fair value for our fixed rate debt. Variable Interest Rate Debt As of December 31, 2017, $232.2 million, or approximately 35%, of our outstanding debt was subject to floating interest rates of LIBOR plus 1.40% to 1.95% and not currently subject to a hedge. The impact of a 1% increase or decrease in interest rates on our floating rate debt would result in a decrease or increase, respectively, of annual net income of approximately $2.3 million. Item 8. Financial Statements and Supplementary Data. The information required by this Item 8 is incorporated by reference to our Financial Statements beginning on page F-1 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2017, an evaluation was performed under the supervision and with the participation of the Company's management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. In performing this evaluation, management reviewed the selection, application and monitoring of our historical accounting policies. Based on that evaluation, the CEO and CFO concluded that as of December 31, 2017, these disclosure controls and procedures were effective and designed to ensure that the information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported on a timely basis. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management is required to apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. 62 73 Table of Contents Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2017. The Company's independent registered public accounting firm has issued a report on the effectiveness of the Company's internal control over financial reporting, which appears on page F-3 of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There have been no changes during the Company's quarter ended December 31, 2017, in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. None. 74 63 Table of Contents PART III Item 10. Trustees, Executive Officers and Corporate Governance. The information required by Item 10 of Form 10-K is incorporated herein by reference to such information as set forth in the definitive proxy statement for our 2018 Annual Meeting of Shareholders. Item 11. Executive Compensation. The information required by Item 11 of Form 10-K is incorporated herein by reference to such information as set forth in the definitive proxy statement for our 2018 Annual Meeting of Shareholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. The following table provides information regarding our equity compensation plans as of December 31, 2017: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) — (1) $ — — $ — — — 868,815 (2) — (3) 868,815 Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total (1) Excludes 3,119,221 common shares subject to outstanding restricted common share units granted pursuant to our 2008 Long-Term Equity Incentive Ownership Plan, as amended (the “2008 Plan”). (2) Pursuant to the 2008 Plan, the maximum aggregate number of common shares that may be issued under the 2008 Plan will be increased upon each issuance of common shares by the Company so that at any time the maximum number of shares that may be issued under the 2008 Plan shall equal 12.5% of the aggregate number of common shares of the Company and OP units issued and outstanding (other than units issued to or held by the Company). At our annual meeting of shareholders on May 11, 2017, our shareholders voted to approve the 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of up to 3,433,831 common shares and OP units pursuant to awards under the 2018 Plan. The 2018 Plan will become effective on July 30, 2018, which is the day after the 2008 Plan expires. (3) Excludes 8,333 restricted common shares issued to trustees outside the 2008 Plan. The remaining information required by Item 12 of Form 10-K is incorporated by reference to such information as set forth in the definitive proxy statement for our 2018 Annual Meeting of Shareholders. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 13 of Form 10-K is incorporated herein by reference to such information as set forth in the definitive proxy statement for our 2018 Annual Meeting of Shareholders. Item 14. Principal Accountant Fees and Services. The information required by Item 14 of Form 10-K is incorporated herein by reference to such information as set forth in the definitive proxy statement for our 2018 Annual Meeting of Shareholders. 64 75 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. 1. Financial Statements. The list of our financial statements filed as part of this Annual Report on Form 10-K is set forth on page F-1 herein. 78. 2. Financial Statement Schedules. a. Schedule II - Valuation and Qualifying Accounts b. Schedule III - Real Estate and Accumulated Depreciation All other financial statement schedules have been omitted because the required information of such schedules is not present, is not present in amounts sufficient to require a schedule or is included in the consolidated financial statements. 3. Exhibits. The list of exhibits filed as part of this Annual Report on Form 10-K in response to Item 601 of Regulation S- K is submitted on the Exhibit Index attached hereto and incorporated herein by reference. Item 16. Form 10-K Summary. None. 76 66 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WHITESTONE REIT Date: March 6, 2018 By: /s/ James C. Mastandrea James C. Mastandrea, Chairman and CEO POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints James C. Mastandrea and David K. Holeman, and each of them, acting individually, as his attorney-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. March 6, 2018 /s/ James C. Mastandrea James C. Mastandrea, Chairman and CEO (Principal Executive Officer) March 6, 2018 /s/ David K. Holeman David K. Holeman, Chief Financial Officer (Principal Financial and Principal Accounting Officer) March 6, 2018 March 6, 2018 March 6, 2018 March 6, 2018 March 6, 2018 March 6, 2018 /s/ Nandita Berry Nandita Berry, Trustee /s/ Donald F. Keating Donald F. Keating, Trustee /s/ Najeeb A. Khan Najeeb A. Khan, Trustee /s/ Paul T. Lambert Paul T. Lambert, Trustee /s/ Jack L. Mahaffey Jack L. Mahaffey, Trustee /s/ David F. Taylor David F. Taylor, Trustee 73 77 Table of Contents Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2017 and 2016 Consolidated Balance Sheets as of December 31, 2017 and 2016 Consolidated Balance Sheets as of December 31, 2017 and 2016 Consolidated Statements of Operations and Comprehensive Income for the Years Consolidated Statements of Operations and Comprehensive Income for the Consolidated Statements of Operations and Comprehensive Income for the Ended December 31, 2017, 2016 and 2015 Years Ended December 31, 2017, 2016 and 2015 Years Ended December 31, 2017, 2016 and 2015 Consolidated Statements of Changes in Equity for the Years Ended December 31, Consolidated Statements of Changes in Equity for the Years Ended 2017, 2016 and 2015 December 31, 2017, 2016 and 2015 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2017, 2016 and 2015 Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015 Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015 Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Schedule II – Valuation and Qualifying Accounts Notes to Consolidated Financial Statements Schedule II – Valuation and Qualifying Accounts Schedule II – Valuation and Qualifying Accounts Schedule III – Real Estate and Accumulated Depreciation Schedule III – Real Estate and Accumulated Depreciation Schedule III – Real Estate and Accumulated Depreciation Page 79 81 83 85 87 90 113 114 Page Page F- 2 F- 2 F- 4 F- 4 F- 6 F- 6 F- 8 F- 8 F- 10 F- 10 F- 12 F- 12 F- 36 F- 36 F- 37 F- 37 All other schedules for which provision is made in the applicable accounting regulations of the Securities and All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. 78 F- 1 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees and Shareholders of Whitestone REIT Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Whitestone REIT and subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive income, changes in equity, and cash flows for each of the years in the three year period ended December 31, 2017, including the related notes and schedules (collectively referred to as the “Consolidated Financial Statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedules, when considered in relation to the basic Consolidated Financial Statements taken as a whole, present fairly, in all material respects, the information set forth therein. Lastly, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. Basis for Opinion The Company’s management is responsible for these Consolidated Financial Statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company’s Consolidated Financial Statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the Consolidated Financial Statements included performing procedures to assess the risks of material misstatement of the Consolidated Financial Statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the Consolidated Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. F- 2 79 Table of Contents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Pannell Kerr Forster of Texas, P.C. We have served as the Company’s auditor since 2002. Houston, Texas March 6, 2018 80 F- 3 Table of Contents Real estate assets, at cost Property Accumulated depreciation Total real estate assets Cash and cash equivalents Restricted cash Marketable securities Escrows and acquisition deposits Whitestone REIT and Subsidiaries CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) ASSETS(1) December 31, 2017 2016 $ 1,149,454 (131,034) 1,018,420 7,817 205 32 10,104 23,504 8,422 3,228 920,310 (107,258) 813,052 4,168 56 517 6,620 19,951 8,083 2,762 1,071,732 $ 855,209 $ $ $ Accrued rents and accounts receivable, net of allowance for doubtful accounts Unamortized lease commissions and loan costs Prepaid expenses and other assets LIABILITIES AND EQUITY(2) Total assets Liabilities: Notes payable Accounts payable and accrued expenses Tenants' security deposits Dividends and distributions payable Total liabilities 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, 2017 and December 31, 2016, respectively Common shares, $0.001 par value per share; 400,000,000 shares authorized; 39,221,773 and 29,468,563 issued and outstanding as of December 31, 2017 and December 31, 2016, respectively Additional paid-in capital Accumulated deficit Accumulated other comprehensive gain Total Whitestone REIT shareholders' equity Noncontrolling interests: Redeemable operating partnership units Noncontrolling interest in Consolidated Partnership Total noncontrolling interests Total equity Total liabilities and equity 659,068 $ 35,995 6,885 11,466 713,414 — — 38 521,314 (176,684) 2,936 347,604 10,800 (86) 10,714 358,318 $ 1,071,732 $ See the accompanying notes to consolidated financial statements. F- 4 544,020 28,692 6,125 8,729 587,566 — — 29 396,494 (141,695) 859 255,687 11,941 15 11,956 267,643 855,209 81 Table of Contents Whitestone REIT and Subsidiaries CONSOLIDATED BALANCE SHEETS - Continued (in thousands, except per share data) (1) Assets of consolidated Variable Interest Entities included in the total assets above: December 31, 2017 2016 Real estate assets, at cost Property Accumulated depreciation Total real estate assets Cash and cash equivalents Escrows and acquisition deposits Accrued rents and accounts receivable, net of allowance for doubtful accounts Unamortized lease commissions and loan costs Prepaid expenses and other assets Total assets $ $ 95,146 (35,980) 59,166 2,812 2,188 2,364 1,265 65 92,338 (32,533) 59,805 1,236 2,274 2,313 1,150 82 $ 67,860 $ 66,860 (2) Liabilities of consolidated Variable Interest Entities included in the total liabilities above: Notes payable Accounts payable and accrued expenses Tenants' security deposits Total liabilities $ $ 48,840 $ 3,494 1,191 53,525 $ 50,001 3,481 996 54,478 See the accompanying notes to consolidated financial statements. 82 F- 5 Table of Contents Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share data) Property revenues Rental revenues Other revenues Total property revenues Property expenses Property operation and maintenance Real estate taxes Total property expenses Other expenses (income) General and administrative Depreciation and amortization Interest expense Interest, dividend and other investment income Total other expense Income before gain (loss) on sale or disposal of properties or assets and income taxes Provision for income taxes Gain on sale of properties Loss on sale or disposal of assets Income from continuing operations Income from discontinued operations Income from discontinued operations Net income Redeemable operating partnership units Non-controlling interests in Consolidated Partnership Less: Net income attributable to noncontrolling interests Year Ended December 31, 2017 2016 2015 $ 94,568 $ 80,068 $ 71,843 31,391 125,959 24,369 104,437 21,573 93,416 24,213 17,897 42,110 19,709 14,383 34,092 18,698 12,637 31,335 23,949 27,240 23,651 (410) 74,430 23,922 22,457 19,239 (429) 65,189 20,312 19,761 14,910 (313) 54,670 9,419 5,156 7,411 (386) 16 (183) 8,866 — — (289) 3,357 (96) 8,128 — — (372) — (185) 6,854 11 11 8,866 8,128 6,865 254 278 532 182 15 197 116 — 116 Net income attributable to Whitestone REIT $ 8,334 $ 7,931 $ 6,749 See the accompanying notes to consolidated financial statements. F- 6 83 92,338 (32,533) 59,805 1,236 2,274 2,313 1,150 82 66,860 50,001 3,481 996 54,478 Table of Contents Table of Contents Table of Contents Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share data) Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share data) CONSOLIDATED BALANCE SHEETS - Continued (in thousands, except per share data) Whitestone REIT and Subsidiaries Basic Earnings Per Share: Basic Earnings Per Share: Real estate assets, at cost (1) Assets of consolidated Variable Interest Entities included in the total assets above: Year Ended December 31, Year Ended December 31, December 31, 2017 2017 2016 2016 2015 2017 2015 2016 Income from continuing operations attributable to Whitestone REIT excluding Income from continuing operations attributable to Whitestone REIT excluding Property amounts attributable to unvested restricted shares amounts attributable to unvested restricted shares Accumulated depreciation $ Income from discontinued operations attributable to Whitestone REIT Income from discontinued operations attributable to Whitestone REIT Net income attributable to common shareholders excluding amounts attributable to Total real estate assets Net income attributable to common shareholders excluding amounts attributable to Cash and cash equivalents $ unvested restricted shares Diluted Earnings Per Share: unvested restricted shares Diluted Earnings Per Share: Escrows and acquisition deposits $ 0.22 0.26 $ $ $ 0.26 0.25 $ 0.00 0.00 0.00 0.00 0.22 $ 0.00 $ 95,146 0.25 (35,980) 0.00 59,166 0.22 $ $ 0.22 0.26 $ $ 0.26 0.25 $ 0.25 2,812 2,188 Income from continuing operations attributable to Whitestone REIT excluding Income from continuing operations attributable to Whitestone REIT excluding Accrued rents and accounts receivable, net of allowance for doubtful accounts 0.26 $ Unamortized lease commissions and loan costs $ 0.22 0.22 $ $ amounts attributable to unvested restricted shares amounts attributable to unvested restricted shares 2,364 $ 0.26 0.24 $ 0.24 1,265 Income from discontinued operations attributable to Whitestone REIT Prepaid expenses and other assets Income from discontinued operations attributable to Whitestone REIT 0.00 0.00 0.00 0.00 0.00 0.00 65 Net income attributable to common shareholders excluding amounts attributable to Net income attributable to common shareholders excluding amounts attributable to $ unvested restricted shares unvested restricted shares Total assets 0.22 $ $ 0.22 0.26 $ $ $ 0.26 0.24 $ 67,860 0.24 $ (2) Liabilities of consolidated Variable Interest Entities included in the total liabilities above: Weighted average number of common shares outstanding: Weighted average number of common shares outstanding: Notes payable Basic Basic Diluted Diluted Accounts payable and accrued expenses Tenants' security deposits 35,428 35,428 27,618 $ 24,631 27,618 36,255 36,255 28,383 28,383 25,683 48,840 24,631 25,683 3,494 1,191 $ $ Total liabilities Distributions declared per common share / OP unit Distributions declared per common share / OP unit $ 1.1400 $ $ 1.1400 1.1400 $ $ 1.1400 $ $ 1.1400 53,525 1.1400 Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income Net income Net income $ 8,866 $ $ 8,866 8,128 $ $ 8,128 6,865 $ 6,865 See the accompanying notes to consolidated financial statements. Other comprehensive gain (loss) Other comprehensive gain (loss) Unrealized gain on cash flow hedging activities Unrealized gain on cash flow hedging activities Unrealized gain (loss) on available-for-sale marketable securities Unrealized gain (loss) on available-for-sale marketable securities 2,022 2,022 929 118 118 82 929 82 46 (85) 46 (85) Comprehensive income Comprehensive income 11,006 11,006 9,139 9,139 6,826 6,826 Less: Net income attributable to noncontrolling interests Less: Net income attributable to noncontrolling interests Less: Comprehensive gain (loss) attributable to noncontrolling interests Less: Comprehensive gain (loss) attributable to noncontrolling interests 532 63 532 197 63 23 197 23 116 (1) 116 (1) Comprehensive income attributable to Whitestone REIT Comprehensive income attributable to Whitestone REIT $ 10,411 $ $ 10,411 8,919 $ $ 8,919 6,711 $ 6,711 See the accompanying notes to consolidated financial statements. See the accompanying notes to consolidated financial statements. 84 F- 7 F- 7 F- 5 Table of Contents CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share data) Whitestone REIT and Subsidiaries Table of Contents Basic Earnings Per Share: Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share and unit data) Year Ended December 31, 2017 2016 2015 Paid-in Accumulated Comprehensive Shareholders' Partnership Consolidated Total Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares Income from discontinued operations attributable to Whitestone REIT Net income attributable to common shareholders excluding amounts attributable to Accumulated unvested restricted shares Diluted Earnings Per Share: Common Shares Additional Other Gain/(Loss) Income from continuing operations attributable to Whitestone REIT excluding Capital amounts attributable to unvested restricted shares Balance, December 31, 2014 $ Income from discontinued operations attributable to Whitestone REIT Shares Amount Exchange of noncontrolling (93,938) $ 304,078 Deficit 22,836 23 $ $ (91) $ Net income attributable to common shareholders excluding amounts attributable to — 173 — 21 1 interest OP units for common shares unvested restricted shares Issuance of common shares under dividend reinvestment plan Issuance of common shares, net Issuance of OP units Basic Repurchase of common shares (1) Diluted Shared-based compensation Distributions 7 — 95 (101) 478 — — — — (1,357) 7,337 — of offering costs Weighted average number of common shares outstanding: 3,750 — 49,645 — — 4 Unrealized gain on change in fair Distributions declared per common share / OP unit — value of cash flow hedge — — Unrealized loss on change in fair value of available-for sale marketable securities Consolidated Statements of Comprehensive Income — — — — — — — — (29,706) — — Net income Balance, December 31, 2015 Net income Exchange of noncontrolling — 26,991 interest OP units for common shares 15 Other comprehensive gain (loss) 9 Issuance of common shares under dividend reinvestment plan — 27 — — — 6,749 359,971 (116,895) 125 114 — — of offering costs Issuance of common shares, net Unrealized gain on cash flow hedging activities — Issuance of OP units Unrealized gain (loss) on available-for-sale marketable securities Repurchase of common shares (1) — (3,948) 30,012 2,064 (282) — — — — — 2 Share-based compensation Distributions Comprehensive income Unrealized gain on change in fair value of cash flow hedge 671 — — — — — 10,231 — — — (32,731) — Less: Net income attributable to noncontrolling interests Unrealized gain on change in fair value of available-for sale marketable securities Less: Comprehensive gain (loss) attributable to noncontrolling interests Reallocation of ownership — — — — percentage between parent and subsidiary Comprehensive income attributable to Whitestone REIT — — — — (11) — — 7,931 Net income — — — — — — 45 (84) — (129) — — — — — — — 908 80 — — 859 $ 0.22 0.00 $ Noncontrolling Interests $ 0.26 0.00 General 0.25 0.00 $ Total Redeemable $ Operating 0.22 0.26 Partner's $ Interest in 0.25 Equity $ 210,072 $ 174 95 49,649 Units 0.22 398 0.00 $ $ (21) 0.22 $ — — — 35,428 120 (1,357) 36,255 7,337 — — Dollars Partnership Equity 3,251 0.26 $ 0.00 (174) 0.26 — $ $ 0.24 — $ 213,323 0.00 — 0.24 — — 95 — 1,333 27,618 — 28,383 — — — 24,631 — 25,683 — 49,649 1,333 (1,357) 7,337 (29,706) — (509) — (30,215) $ 1.1400 45 — $ 1.1400 1 $ 1.1400 — 46 (84) 6,749 — — (1) 116 — — (85) 6,865 242,974 $ 497 8,866 $ 4,017 8,128 $ — 6,865 246,991 125 114 (15) (125) — — — — 30,014 2,022 — — 929 — (3,948) 10,231 621 118 — — (32,731) 11,006 — 908 — 532 80 63 — (11) $ 7,931 10,411 — — 8,738 82 — — — 46 (85) — — 9,139 (905) 21 197 23 2 — 6,826 — — 116 (1) — $ 11 8,919 182 $ — 6,711 15 — 114 30,014 8,738 (3,948) 10,231 (33,636) 929 82 — 8,128 Balance, December 31, 2016 29,468 29 396,494 (141,695) 255,687 1,103 11,941 15 267,643 See the accompanying notes to consolidated financial statements. F- 7 F- 8 85 Table of Contents Table of Contents Table of Contents Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share and unit data) Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share and unit data) CONSOLIDATED BALANCE SHEETS - Continued Whitestone REIT and Subsidiaries (in thousands, except per share data) Accumulated Accumulated Redeemable Redeemable 2017 Partner's Partner's 2016 Noncontrolling Interests Noncontrolling Interests December 31, General General Additional (1) Assets of consolidated Variable Interest Entities included in the total assets above: Interest in Additional Consolidated Accumulated Comprehensive Accumulated Comprehensive Shareholders' Shareholders' Consolidated Partnership Partnership Interest in Operating Operating Paid-in Other Other Total Total Exchange of noncontrolling Exchange of noncontrolling interest OP units for common shares interest OP units for common shares Issuance of common shares under Issuance of common shares under dividend reinvestment plan dividend reinvestment plan Issuance of common shares - Issuance of common shares - ATM Program, net of offering costs ATM Program, net of offering costs Issuance of common shares - Issuance of common shares - overnight offering, net of overnight offering, net of offering costs offering costs Repurchase of common shares (1) Repurchase of common shares (1) Share-based compensation Share-based compensation Distributions Distributions Unrealized gain on change in fair value of cash flow hedge Unrealized gain on change in fair value of cash flow hedge Unrealized gain on change in fair Unrealized gain on change in fair value of available-for sale value of available-for sale marketable securities marketable securities Reallocation of ownership Reallocation of ownership percentage between parent and subsidiary percentage between parent and subsidiary Net income Net income Common Shares Real estate assets, at cost Common Shares Paid-in Shares Amount Capital Shares Amount Property Capital Accumulated depreciation Total real estate assets 19 — — 19 206 206 Cash and cash equivalents — Escrows and acquisition deposits 127 127 — 9 9 Deficit Deficit Gain/(Loss) Gain/(Loss) Equity Equity Units Units Dollars Dollars $ — — — — — — — — 206 206 (19) (19) (206) (206) 127 127 — — — — Accrued rents and accounts receivable, net of allowance for doubtful accounts 1,324 1,324 1 1 18,516 18,516 Unamortized lease commissions and loan costs — — — — 18,517 18,517 — — — — Prepaid expenses and other assets 8 99,887 99,887 8,019 8,019 8 Total assets (324) (324) — — (4,339) (4,339) — — — — — — — — 99,895 99,895 (4,339) (4,339) — — — — $ — — — — Partnership Partnership 95,146 $ (35,980) 59,166 — — Total Total Equity Equity 92,338 (32,533) 59,805 — — 2,812 2,188 2,364 1,265 65 67,860 1,236 2,274 2,313 1,150 82 66,860 — — 127 127 — — 18,517 18,517 — — $ — — 99,895 99,895 (4,339) (4,339) 10,410 10,410 (44,941) (44,941) 707 707 — — — 10,410 — (2) Liabilities of consolidated Variable Interest Entities included in the total liabilities above: — (43,323) (43,323) (43,323) (43,323) (1,239) (1,239) 10,410 10,410 10,410 (379) (379) — — — — — — — — — — — — — — — — — Notes payable — — — — Accounts payable and accrued expenses — — — — 1,962 1,962 1,962 1,962 — — Tenants' security deposits — — — — — — Total liabilities — — 115 115 115 115 — — $ $ 60 60 48,840 $ — — 3,494 1,191 53,525 — — $ 3 3 50,001 2,022 2,022 3,481 996 118 118 54,478 — — — — — — — — 13 13 — — — — 8,334 8,334 — — — — 13 13 8,334 8,334 — — — — (13) (13) 254 254 — — 278 278 — — 8,866 8,866 Balance, December 31, 2017 Balance, December 31, 2017 39,222 39,222 $ $ 38 38 $ $ 521,314 521,314 $ $ $ $ 10,800 See the accompanying notes to consolidated financial statements. (176,684) $ (176,684) $ 347,604 347,604 10,800 2,936 1,084 2,936 1,084 $ $ $ $ (86) $ 358,318 (86) $ 358,318 (1) (1) During the years ended December 31, 2017, 2016 and 2015, the Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted shares. During the years ended December 31, 2017, 2016 and 2015, the Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted shares. See the accompanying notes to consolidated financial statements. See the accompanying notes to consolidated financial statements. F- 9 F- 9 F- 5 86 Table of Contents Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Cash flows from operating activities: Net income from continuing operations Net income from discontinued operations Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Amortization of deferred loan costs Amortization of notes payable discount Loss (gain) on sale of marketable securities Loss (gain) on sale or disposal of assets and properties Bad debt expense Share-based compensation Changes in operating assets and liabilities: Escrows and acquisition deposits Accrued rent and accounts receivable Unamortized lease commissions Prepaid expenses and other assets Accounts payable and accrued expenses Tenants' security deposits Net cash provided by operating activities Net cash provided by operating activities of discontinued operations Cash flows from investing activities: Acquisitions of real estate Additions to real estate Proceeds from sales of properties Proceeds from sales of marketable securities Net cash used in investing activities Net cash used in investing activities of discontinued operations Cash flows from financing activities: Distributions paid to common shareholders Distributions paid to OP unit holders Distributions paid to noncontrolling interest in Consolidated Partnership Proceeds from issuance of common shares, net of offering costs Net proceeds from credit facility Repayments of notes payable Payments of loan origination costs Change in restricted cash Repurchase of common shares Net cash provided by financing activities Net cash provided by financing activities of discontinued operations Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Year Ended December 31, 2017 2016 2015 $ 8,866 $ 8,128 $ 6,854 — 8,866 27,240 1,283 508 91 167 2,340 10,410 (3,484) (5,893) (2,864) 536 999 760 — 8,128 22,457 1,554 391 — (3,261) 1,585 10,231 48 (6,070) (2,638) 1,047 4,837 871 11 6,865 19,761 1,212 295 (44) 185 1,974 7,337 (2,576) (5,606) (1,918) 394 7,419 882 40,959 39,180 36,169 — — 11 (125,468) (17,575) 26 513 (60,616) (22,036) 6,897 — (147,950) (12,719) — 496 (142,504) (75,755) (160,173) — — — (40,472) (31,911) (28,457) (1,241) (379) 118,412 45,600 (729) — 30,014 59,000 (11,543) (14,335) (695) (149) (4,339) 105,194 — 3,649 4,168 — 65 (3,948) 38,156 — 1,581 2,587 $ 7,817 $ 4,168 $ (489) — 49,649 107,500 (2,847) (1,534) (121) (1,357) 122,344 — (1,649) 4,236 2,587 87 See the accompanying notes to consolidated financial statements. F- 10 Table of Contents Table of Contents Table of Contents Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Supplemental Disclosures (in thousands) Whitestone REIT and Subsidiaries Whitestone REIT and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED BALANCE SHEETS - Continued Supplemental Disclosures (in thousands, except per share data) (in thousands) Year Ended December 31, Year Ended December 31, December 31, 2015 2016 2017 2016 2017 2017 2015 2016 Supplemental disclosure of cash flow information: Supplemental disclosure of cash flow information: Cash paid for interest Cash paid for interest Real estate assets, at cost (1) Assets of consolidated Variable Interest Entities included in the total assets above: $ 18,287 $ 22,541 $ 18,287 22,541 $ $ $ Cash paid for taxes Cash paid for taxes Property $ $ 337 $ 337 $ Non cash investing and financing activities: Non cash investing and financing activities: Accumulated depreciation Disposal of fully depreciated real estate Disposal of fully depreciated real estate Total real estate assets Financed insurance premiums Financed insurance premiums Cash and cash equivalents Value of shares issued under dividend reinvestment plan Escrows and acquisition deposits Value of shares issued under dividend reinvestment plan $ $ $ $ $ $ Value of common shares exchanged for OP units Value of common shares exchanged for OP units Change in fair value of available-for-sale securities Change in fair value of available-for-sale securities $ Accrued rents and accounts receivable, net of allowance for doubtful accounts $ $ $ Change in fair value of cash flow hedge Change in fair value of cash flow hedge Unamortized lease commissions and loan costs Prepaid expenses and other assets Acquisition of real estate in exchange for OP units Acquisition of real estate in exchange for OP units Total assets Reallocation of ownership percentage between parent and subsidiary Reallocation of ownership percentage between parent and subsidiary 1,060 284 $ 284 95,146 (35,980) 690 $ 690 59,166 1,060 $ 2,812 114 $ 114 2,188 125 $ 125 2,364 82 $ 82 1,265 929 $ 929 65 8,738 $ 67,860 11 $ 11 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 13,470 13,470 315 315 92,338 (32,533) 59,805 57 57 1,057 1,057 95 95 174 174 85 85 (46) (46) 1,236 2,274 2,313 1,150 82 1,333 1,333 66,860 — — — — — $ 8,738 1,036 1,036 $ 1,115 1,115 $ 127 127 $ 206 206 $ 118 118 $ 2,022 2,022 $ — $ $ 13 13 $ $ $ $ $ $ $ Debt issued with acquisitions of real estate Debt issued with acquisitions of real estate (2) Liabilities of consolidated Variable Interest Entities included in the total liabilities above: $ $ 80,000 80,000 $ — $ — $ Notes payable Accounts payable and accrued expenses Tenants' security deposits See the accompanying notes to consolidated financial statements. See the accompanying notes to consolidated financial statements. Total liabilities $ $ 48,840 $ 3,494 1,191 53,525 $ 50,001 3,481 996 54,478 See the accompanying notes to consolidated financial statements. 88 F- 5 F- 11 F- 11 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS Whitestone REIT (“Whitestone”) was formed as a real estate investment trust, pursuant to the Texas Real Estate Investment Trust Act on August 20, 1998. In July 2004, we changed our state of organization from Texas to Maryland pursuant to a merger where we merged directly with and into a Maryland real estate investment trust formed for the sole purpose of the reorganization and the conversion of each of our outstanding common shares of beneficial interest of the Texas entity into 1.42857 common shares of beneficial interest of the Maryland entity. We serve as the general partner of Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership” or “WROP” or “OP”), which was formed on December 31, 1998 as a Delaware limited partnership. We currently conduct substantially all of our operations and activities through the Operating Partnership. As the general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions. As of December 31, 2017, 2016 and 2015, we owned or held a majority interest in 73, 69, and 70 commercial properties, respectively, in and around Austin, Chicago, Dallas- Fort Worth, Houston, Phoenix and San Antonio. These properties consist of: Consolidated Operating Portfolio • • 51 wholly-owned properties that meet our Community Centered Properties® strategy; and through our 81.4% majority interest in our consolidated subsidiary, Pillarstone Capital REIT Operating Partnership LP (“Pillarstone”) an interest in 14 consolidated properties that do not meet our Community Centered Properties® strategy. Redevelopment, New Acquisitions Portfolio • • two retail properties that meet our Community Centered Properties® strategy; and six parcels of land held for future development. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation. We are the sole general partner of the Operating Partnership and possess full legal control and authority over the operations of the Operating Partnership. As of December 31, 2017, 2016 and 2015, we owned a majority of the partnership interests in the Operating Partnership. Consequently, the accompanying consolidated financial statements include the accounts of the Operating Partnership. We also consolidate a variable interest entity (“VIE”) when we are determined to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary considers all relationships between us and the VIE, including management and other contractual agreements. See Note 5 for additional disclosure on our VIE. Noncontrolling interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than us. Net income or loss is allocated to noncontrolling interests based on the weighted-average percentage ownership of the Operating Partnership during the year. Issuance of additional common shares of beneficial interest in Whitestone (the “common shares”) and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, common shares on a one-for- one basis (the “OP units”) changes the percentage of ownership interests of both the noncontrolling interests and Whitestone. Basis of Accounting. Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. F- 12 89 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the estimated allowance for doubtful accounts, the estimated fair value of interest rate swaps and the estimates supporting our impairment analysis for the carrying values of our real estate assets. Actual results could differ from those estimates. Reclassifications. We have reclassified certain prior year amounts in the accompanying consolidated financial statements in order to be consistent with the current fiscal year presentation. During 2016, we reclassified certain deferred financing costs, previously classified as an asset as a direct reduction from the carrying amount of certain debt liabilities for all periods presented. Deferred financing costs related to our unsecured line of credit have not been reclassified. See Note 9 for additional information. These reclassifications had no effect on net income or equity. Restricted Cash. We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. During 2015, pursuant to the terms of our $15.1 million 4.99% Note, due January 6, 2024, which is collateralized by our Anthem Marketplace property, we were required by the lenders thereunder to establish a cash management account controlled by the lenders to collect all amounts generated by our Anthem Marketplace property in order to collateralize such promissory note. As a result, these amounts are reported in the consolidated statements of cash flows under cash flows from financing activities. Share-Based Compensation. From time to time, we award nonvested restricted common share awards or restricted common share unit awards, which may be converted into common shares, to executive officers and employees under our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”). The vast majority of the awarded shares and units vest when certain performance conditions are met. We recognize compensation expense when achievement of the performance conditions is probable based on management’s most recent estimates using the fair value of the shares as of the grant date. We recognized $10.4 million, $10.2 million and $7.3 million in share-based compensation expense for the years ended December 31, 2017, 2016 and 2015, respectively. Noncontrolling Interests. Noncontrolling interests are the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, we have reported noncontrolling interests in equity on the consolidated balance sheets but separate from Whitestone’s equity. On the consolidated statements of operations and comprehensive income, subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests. Consolidated statements of changes in equity are included for both quarterly and annual financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity. Revenue Recognition. All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We have established an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible. Cash and Cash Equivalents. We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents as of December 31, 2017 and 2016 consisted of demand deposits at commercial banks and brokerage accounts. We may have net book credit balances in our primary disbursement accounts at the end of a reporting period. We classify such credit balances as accounts payable in our consolidated balance sheets as checks presented for payment to these accounts are not payable by our banks under overdraft arrangements, and, therefore, do not represent short-term borrowings. As of December 31, 2017 and 2016, there were net book credit balances of $0.8 million and $1.5 million, respectively, in our primary disbursement accounts that were classified as accounts payable on our consolidated balance sheets. 90 F- 13 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Marketable Securities. We classify our existing marketable equity securities as available-for-sale in accordance with the Financial Accounting Standards Board's (“FASB”) Investments-Debt and Equity Securities guidance. These securities are carried at fair value with unrealized gains and losses reported in equity as a component of accumulated other comprehensive income or loss. The fair value of the marketable securities is determined using Level 1 inputs under FASB Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.” Level 1 inputs represent quoted prices available in an active market for identical investments as of the reporting date. Gains and losses on securities sold are based on the specific identification method, and are reported as a component of interest, dividend and other investment income. Real Estate Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest and real estate taxes) are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the year ended December 31, 2017, approximately $439,000 and $277,000 in interest expense and real estate taxes, respectively, were capitalized. For the year ended December 31, 2016, approximately $324,000 and $71,000 in interest expense and real estate taxes, respectively, were capitalized. For the year ended December 31, 2015, approximately $106,000 and $69,000 in interest expense and real estate taxes, respectively, were capitalized. Acquired Properties and Acquired Lease Intangibles. We allocate the purchase price of the acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values at the time of purchase. Identifiable intangibles include amounts allocated to acquired out-of-market leases, the value of in-place leases and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Premiums or discounts on acquired out-of-market debt are amortized to interest expense over the remaining term of such debt. Depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 39 years for improvements and buildings, respectively. Tenant improvements are depreciated using the straight-line method over the life of the improvement or remaining term of the lease, whichever is shorter. Impairment. We review our properties for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. We determine whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. Management has determined that there has been no impairment in the carrying value of our real estate assets as of December 31, 2017. Accrued Rents and Accounts Receivable. Included in accrued rent and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of accrued rents and accounts receivable is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. As of December 31, 2017 and 2016, we had an allowance for uncollectible accounts of $9.1 million and $7.3 million, respectively. As of December 31, 2017, 2016 and 2015, we recorded bad debt expense in the amount of $2.3 million, $1.6 million and $2.0 million, respectively, related to tenant receivables that we specifically identified as potentially uncollectible based on our assessment of each tenant’s credit-worthiness. Bad debt expenses and any related recoveries are included in property operation and maintenance expense. F- 14 91 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Unamortized Lease Commissions and Loan Costs. Leasing commissions are amortized using the straight-line method over the terms of the related lease agreements. Loan costs are amortized on the straight-line method over the terms of the loans, which approximates the interest method. Costs allocated to in-place leases whose terms differ from market terms related to acquired properties are amortized over the remaining life of the respective leases. Prepaids and Other Assets. Prepaids and other assets include escrows established pursuant to certain mortgage financing arrangements for real estate taxes and insurance and acquisition deposits which include earnest money deposits on future acquisitions. Federal Income Taxes. We elected to be taxed as a REIT under the Code beginning with our taxable year ended December 31, 1999. As a REIT, we generally are not subject to federal income tax on income that we distribute to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates. We believe that we are organized and operate in such a manner as to qualify to be taxed as a REIT, and we intend to operate so as to remain qualified as a REIT for federal income tax purposes. State Taxes. We are subject to the Texas Margin Tax, which is computed by applying the applicable tax rate (1% for us) to the profit margin, which, generally, will be determined for us as total revenue less a 30% standard deduction. Although the Texas Margin Tax is not considered an income tax, FASB ASC 740, “Income Taxes” (“ASC 740”) applies to the Texas Margin Tax. As of December 31, 2017, 2016 and 2015, we recorded a margin tax provision of $0.4 million, $0.2 million and $0.4 million, respectively. Fair Value of Financial Instruments. Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts and notes payable and investments in marketable securities. The carrying value of cash, cash equivalents, accounts receivable and accounts payable are representative of their respective fair values due to their short-term nature. The fair value of our long-term debt, consisting of fixed rate secured notes, variable rate secured notes and an unsecured revolving credit facility aggregate to approximately $659.6 million and $540.0 million as compared to the book value of approximately $660.9 million and $545.5 million as of December 31, 2017 and 2016, respectively. The fair value of our long-term debt is estimated on a Level 2 basis (as provided by ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”)), using a discounted cash flow analysis based on the borrowing rates currently available to us for loans with similar terms and maturities, discounting the future contractual interest and principal payments. Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2017 and 2016. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2017 and current estimates of fair value may differ significantly from the amounts presented herein. Derivative Instruments and Hedging Activities. We occasionally utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedge's change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820. Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable. As of December 31, 2017, we consider our cash flow hedges to be highly effective. Concentration of Risk. Substantially all of our revenues are obtained from office, warehouse and retail locations in the Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio metropolitan areas. We maintain cash accounts in major U.S. financial institutions. The terms of these deposits are on demand to minimize risk. The balances of these accounts sometimes exceed the federally insured limits, although no losses have been incurred in connection with these deposits. 92 F- 15 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Recent Accounting Pronouncements. In May 2014, the FASB issued guidance, as amended in subsequent updates, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. The standard also requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a modified retrospective basis beginning January 1, 2018 and do not expect this standard to have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance requiring lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting will remain largely unchanged with the exception of changes related to costs which qualify as initial direct costs. The guidance will also require new qualitative and quantitative disclosures to help financial statement users better understand the timing, amount and uncertainty of cash flows arising from leases. This guidance will be effective for reporting periods on or after December 15, 2018, with early adoption permitted. We will adopt this guidance on a modified retrospective basis beginning January 1, 2019, and such adoption will result in certain costs (primarily legal costs related to lease negotiations) being expensed rather than capitalized. We capitalized $436,000 in legal related costs for the year ended December 31, 2017. In March 2016, the FASB issued guidance simplifying the accounting for share-based payment transactions, including the income tax consequences, balance sheet classification of awards and the classification on the statement of cash flows. We have adopted this guidance as of January 1, 2017. The main provision regarding excess tax benefits did not have an impact on our consolidated financial statements due to our status as a REIT for federal income tax purposes. We have elected to continue estimating the number of shares expected to vest in order to determine compensation cost, and we will continue to classify cash paid by us for employee taxes when common shares were repurchased to cover minimum statutory requirements under cash flows from financing activities. In November 2016, the FASB issued guidance requiring that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance effective January 1, 2018, and we will reconcile cash and cash equivalents and restricted cash and restricted cash equivalents on a retrospective basis, whereas under the previous guidance, we reported restricted cash and restricted cash equivalents under cash flows from financing activities. In January 2017, the FASB issued guidance clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a prospective basis beginning January 1, 2018 and believe the majority of our future acquisitions will qualify as asset acquisitions and the associated transaction costs will be capitalized as opposed to expensed under previous guidance. In February 2017, the FASB issued guidance clarifying the scope of asset derecognition guidance, adds guidance for partial sales of nonfinancial assets and clarifies recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a modified retrospective basis beginning January 1, 2018 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. F- 16 93 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 3. MARKETABLE SECURITIES All of our marketable securities were classified as available-for-sale securities as of December 31, 2017, 2016 and 2015. Available-for-sale securities consist of the following (in thousands): December 31, 2017 Gains in Accumulated Other Comprehensive Income Losses in Accumulated Other Comprehensive Income Estimated Fair Value Amortized Cost Real estate sector common stock Total available-for-sale securities $ $ 50 50 $ $ — $ — $ (18) $ (18) $ 32 32 December 31, 2016 Gains in Accumulated Other Comprehensive Income Losses in Accumulated Other Comprehensive Income Estimated Fair Value Amortized Cost Real estate sector common stock Total available-for-sale securities $ $ 654 654 $ $ — $ — $ (137) $ (137) $ 517 517 During the years ended December 31, 2017 and 2015, available-for-sale securities were sold for total proceeds of $513,000 and $496,000, respectively. The gross realized gains and losses on these sales totaled $5,000 and $96,000, respectively, in 2017, and $44,000 and $0, respectively, in 2015. During the year ended December 31, 2016, no available-for- sale securities were sold. For the purpose of determining gross realized gains and losses, the cost of securities sold is based on specific identification. A net unrealized holding loss on available-for-sale securities in the amount of $18,000 and $137,000 for the years ended December 31, 2017 and 2016, respectively, has been included in accumulated other comprehensive income. 4. REAL ESTATE As of December 31, 2017, we owned or held a majority interest in 73 commercial properties in the Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio areas comprised of approximately 6.6 million square feet of gross leasable area (“GLA”). Property Acquisitions. On December 29, 2017, we acquired a 1.83 acre parcel of undeveloped land for $0.9 million in cash and net prorations. The undeveloped land parcel is the hard corner at our Eldorado Plaza property. On May 26, 2017, we acquired BLVD Place, a property that meets our Community Centered Property® strategy, for $158.0 million, including $80.0 million of asset level mortgage financing and $78.0 million in cash and net prorations. BLVD Place, a 216,944 square foot property, was 99% leased at the time of purchase and is located in Houston, Texas. Included in the purchase of BLVD Place is approximately 1.43 acres of developable land. Revenue and net income attributable to BLVD Place of $9.3 million and $5.1 million, respectively, have been included in our results of operations for the year ended December 31, 2017. On May 3, 2017, we acquired Eldorado Plaza, a property that meets our Community Centered Property® strategy, for $46.6 million in cash and net prorations. Eldorado Plaza, a 221,577 square foot property, was 96% leased at the time of purchase and is located in McKinney, Texas, a suburb of Dallas, Texas. Revenue and net income attributable to Eldorado Plaza of $3.0 million and $1.6 million, respectively, have been included in our results of operations for the year ended December 31, 2017. 94 F- 17 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 On September 30, 2016, we acquired La Mirada and Seville, properties that meet our Community Centered Property® strategy, for 621,053 OP units and $60.7 million in cash and net prorations. The OP units are redeemable for cash or, at our option, Whitestone REIT common shares on a one-for-one basis, subject to certain restrictions. La Mirada, a 147,209 square foot property, was 90% leased at the time of purchase. Seville, a 90,042 square foot property, was 88% leased at the time of purchase. Both properties are located in Scottsdale, Arizona. On August 28, 2015, we acquired the hard corner at our Gilbert Tuscany Village property for approximately $1.7 million in cash and net prorations. The 14,603 square foot single-tenant property was vacant at the time of purchase and is located in Gilbert, Arizona. On August 26, 2015, we acquired two parcels of undeveloped land totaling 3.12 acres for 120,000 OP units. The OP units, are convertible on a one-for-one basis for Whitestone REIT common shares, subject to certain restrictions. The undeveloped land parcels are adjacent to our Keller Place property. On August 26, 2015, we acquired Keller Place, a property that meets our Community Centered Property® strategy, for approximately $12.0 million in cash and net prorations. The 93,541 square foot property was 92% leased at the time of purchase and is located in the Keller suburb of Fort Worth, Texas. On August 26, 2015, we acquired Quinlan Crossing, a property that meets our Community Centered Property® strategy, for approximately $37.5 million in cash and net prorations. The 109,892 square foot property was 95% leased at the time of purchase and is located in Austin, Texas. On July 2, 2015, we acquired Parkside Village North, a property that meets our Community Centered Property® strategy, for approximately $12.5 million in cash and net prorations. The 27,045 square foot property was 100% leased at the time of purchase and is located in Austin, Texas. On July 2, 2015, we acquired Parkside Village South, a property that meets our Community Centered Property® strategy, for approximately $32.5 million in cash and net prorations. The 90,101 square foot property was 100% leased at the time of purchase and is located in Austin, Texas. On May 27, 2015, we acquired Davenport Village, a property that meets our Community Centered Property® strategy, for approximately $45.5 million in cash and net prorations. The 128,934 square foot property was 85% leased at the time of purchase and is located in Austin, Texas. On March 31, 2015, we acquired City View Village, a property that meets our Community Centered Property® strategy, for approximately $6.3 million in cash and net prorations. The 17,870 square foot property was 100% leased at the time of purchase and is located in San Antonio, Texas. F- 18 95 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Unaudited pro forma results of operations. The following unaudited pro forma results summarized below reflect our consolidated results of operations as if our acquisitions for the years ended December 31, 2017, 2016 and 2015 were acquired on January 1, 2015. The unaudited consolidated pro forma results of operations is not necessarily indicative of what the actual results of operations would have been, assuming the transactions had been completed as set forth above, nor do they purport to represent our results of operations for future periods. (in thousands, except per share data) Total property revenues Net income Net income attributable to Whitestone REIT (1) Basic Earnings Per Share: Diluted Earnings Per Share: Weighted-average common shares outstanding: Basic (2) Diluted (2) Year Ended December 31, 2017 2016 2015 $ $ $ $ $ 133,663 11,600 10,990 0.28 0.27 $ $ $ $ $ 129,385 16,978 16,583 0.45 0.44 $ $ $ $ $ 37,933 38,760 35,637 36,402 127,485 18,219 17,912 0.53 0.52 32,650 33,702 (1) Net income attributable to Whitestone REIT reflects historical ownership percentages and does not reflect the effects of the April Offering (as defined in Note 14), assuming the sale of the common shares took place on January 1, 2015, as the related impact on ownership percentage is minimal. (2) Pro forma weighted averages reflect the April Offering, assuming the sale of the common shares took place on January 1, 2015. Acquisition costs. Acquisition-related costs of $1.6 million, $2.1 million and $1.7 million are included in general and administrative expenses in our income statements for the years ended December 31, 2017, 2016 and 2015, respectively. Development properties. As of March 31, 2017, we had substantially completed construction at our Pinnacle of Scottsdale Phase II property. As of December 31, 2017, we had incurred approximately $5,200,000 in construction costs, including approximately $565,000 in previously capitalized interest and real estate taxes. The 27,063 square foot Community Centered Property® was 91% leased at year end and is located in Scottsdale, Arizona, and adjacent to Pinnacle of Scottsdale. As of December 31, 2016, we had substantially completed construction at our Shops at Starwood Phase III property. As of December 31, 2017, we had incurred approximately $8.0 million in construction costs, including approximately $1.0 million in previously capitalized interest and real estate taxes. The 35,351 square foot Community Centered Property® was 71% leased at year end and is located in Frisco, Texas, a northern suburb of Dallas, Texas, and adjacent to Shops at Starwood. Property dispositions. On November 29, 2016, we completed the sale of Centre South and Webster Pointe, located in Houston, Texas, for $4.9 million. This disposition was pursuant to our strategy of recycling capital by disposing of Non-Core Properties, primarily properties that we owned at the time our current management team assumed the management of the Company, that do not fit our Community Centered Property® strategy. As part of the transaction, we provided short-term seller financing of $1.7 million. We recorded a gain on sale of $2.2 million, including recognizing a $0.5 million gain on sale for the year ended December 31, 2016 and deferring the remaining $1.7 million gain on sale to be recognized upon receipt of principal payments on the financing provided by us. We have not included Centre South and Webster Pointe in discontinued operations as the sale did not meet the definition of discontinued operations. 96 F- 19 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 On March 3, 2016, we completed the sale of Brookhill, located in Houston, Texas, for $3.1 million. This disposition was pursuant to our strategy of recycling capital by disposing of Non-Core Properties, primarily properties that we owned at the time our current management team assumed the management of the Company, that do not fit our Community Centered Property® strategy. We recorded a gain on sale of $1.9 million. The sale was structured as a like-kind exchange within the meaning of Section 1031 of the Code and sales proceeds were deposited into a Section 1031 exchange escrow account with a qualified intermediary and subsequently distributed for general corporate purposes. We have not included Brookhill in discontinued operations as it did not meet the definition of discontinued operations. On February 17, 2016, we completed the sale of approximately 0.5 acres of our 4.5 acre Pinnacle Phase II development parcel, located in Scottsdale, Arizona, for $1.1 million. We recorded a gain on sale of $1.0 million. Involuntary conversion. On August 29, 2015, we experienced a fire at our Corporate Park Northwest property, located in Houston, Texas. As a result, we recorded involuntary conversion losses of $447,000 related to the disposal of 11,268 square feet of property and related improvements and $55,000 in demolition costs which were offset with $569,000 in insurance proceeds. The $67,000 gain on conversion is included as a reduction in our loss on sale or disposal of assets in the consolidated statements of operations and comprehensive income. Hurricane Harvey. In August 2017, Hurricane Harvey impacted the South Texas region, including Houston, Texas. The majority of our Houston properties incurred minor damage and as a result, we recorded approximately $0.5 million in Harvey related repairs recorded in property operation and maintenance expense for the year ended December 31, 2017, with no insurance recoveries expected. 5. VARIABLE INTEREST ENTITIES On December 8, 2016, we, through our Operating Partnership, entered into a Contribution Agreement (the “Contribution Agreement”) with Pillarstone and Pillarstone Capital REIT (“Pillarstone REIT”) pursuant to which we contributed all of the equity interests in four of our wholly-owned subsidiaries: Whitestone CP Woodland Ph. 2, LLC, a Delaware limited liability company (“CP Woodland”); Whitestone Industrial-Office, LLC, a Texas limited liability company (“Industrial-Office”); Whitestone Offices, LLC, a Texas limited liability company (“Whitestone Offices”); and Whitestone Uptown Tower, LLC, a Delaware limited liability company (“Uptown Tower”, and together with CP Woodland, Industrial- Office and Whitestone Offices, the “Entities”) that own 14 Non-Core Properties that do not fit our Community Centered Property® strategy, to Pillarstone for aggregate consideration of approximately $84.0 million, consisting of (1) approximately 18.1 million Class A units representing limited partnership interests in Pillarstone (“Pillarstone OP Units”), issued at a price of $1.331 per Pillarstone OP Unit; and (2) the assumption of approximately $65.9 million of liabilities, consisting of (a) approximately $15.5 million of our liability under the 2014 Facility (as defined in Note 9); (b) an approximately $16.3 million promissory note of Uptown Tower under the Loan Agreement, dated as of September 26, 2013, between Uptown Tower, as borrower, and U.S. Bank, National Association, as successor to Morgan Stanley Mortgage Capital Holdings LLC, as lender; and (c) an approximately $34.1 million promissory note (the “Industrial-Office Promissory Note”) of Industrial-Office issued under the Loan Agreement, dated as of November 26, 2013 (the “Industrial-Office Loan Agreement”), between Industrial-Office, as borrower, and Jackson National Life Insurance Company, as lender (collectively, the “Contribution”). In connection with the Contribution, on December 8, 2016, the Operating Partnership entered into an OP Unit Purchase Agreement (the “OP Unit Purchase Agreement”) with Pillarstone REIT and Pillarstone pursuant to which the Operating Partnership agreed to purchase up to an aggregate of $3.0 million of Pillarstone OP Units at a price of $1.331 per Pillarstone OP Unit over the two-year term of the OP Unit Purchase Agreement on the terms set forth therein. The OP Unit Purchase Agreement contains customary closing conditions and the parties have made certain customary representations, warranties and indemnifications to each other in the OP Unit Purchase Agreement. In addition, pursuant to the OP Unit Purchase Agreement, in the event of a Change of Control (as defined therein) of the Company, Pillarstone shall have the right, but not the obligation, to repurchase the Pillarstone OP Units issued thereunder from the Operating Partnership at their initial issue price of $1.331 per Pillarstone OP Unit. F- 20 97 Table of Contents Table of Contents Table of Contents Table of Contents WHITESTONE REIT AND SUBSIDIARIES WHITESTONE REIT AND SUBSIDIARIES WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements December 31, 2017 December 31, 2017 WHITESTONE REIT AND SUBSIDIARIES December 31, 2017 Notes to Consolidated Financial Statements December 31, 2017 In connection with the Contribution, (1) with respect to each Non-Core Property (other than Uptown Tower), In connection with the Contribution, (1) with respect to each Non-Core Property (other than Uptown Tower), In connection with the Contribution, (1) with respect to each Non-Core Property (other than Uptown Tower), Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a Management Agreement with the Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a Management Agreement with the Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a Management Agreement with the Entity that owns such Non-Core Property and (2) with respect to Uptown Tower, Whitestone TRS entered into a Management Entity that owns such Non-Core Property and (2) with respect to Uptown Tower, Whitestone TRS entered into a Management In connection with the Contribution, (1) with respect to each Non-Core Property (other than Uptown Tower), Entity that owns such Non-Core Property and (2) with respect to Uptown Tower, Whitestone TRS entered into a Management Agreement with Pillarstone (collectively, the “Management Agreements”). Pursuant to the Management Agreements with Agreement with Pillarstone (collectively, the “Management Agreements”). Pursuant to the Management Agreements with Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a Management Agreement with the Agreement with Pillarstone (collectively, the “Management Agreements”). Pursuant to the Management Agreements with respect to each Non-Core Property (other than Uptown Tower), Whitestone TRS agreed to provide certain property respect to each Non-Core Property (other than Uptown Tower), Whitestone TRS agreed to provide certain property Entity that owns such Non-Core Property and (2) with respect to Uptown Tower, Whitestone TRS entered into a Management respect to each Non-Core Property (other than Uptown Tower), Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services to such Non-Core Property in exchange for (x) a management, leasing and day-to-day advisory and administrative services to such Non-Core Property in exchange for (x) a Agreement with Pillarstone (collectively, the “Management Agreements”). Pursuant to the Management Agreements with management, leasing and day-to-day advisory and administrative services to such Non-Core Property in exchange for (x) a monthly property management fee equal to 5.0% of the monthly revenues of such Non-Core Property and (y) a monthly asset monthly property management fee equal to 5.0% of the monthly revenues of such Non-Core Property and (y) a monthly asset respect to each Non-Core Property (other than Uptown Tower), Whitestone TRS agreed to provide certain property monthly property management fee equal to 5.0% of the monthly revenues of such Non-Core Property and (y) a monthly asset management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the management, leasing and day-to-day advisory and administrative services to such Non-Core Property in exchange for (x) a management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the respective Non-Core Property based upon the purchase price allocations determined pursuant to the Contribution Agreement, respective Non-Core Property based upon the purchase price allocations determined pursuant to the Contribution Agreement, monthly property management fee equal to 5.0% of the monthly revenues of such Non-Core Property and (y) a monthly asset respective Non-Core Property based upon the purchase price allocations determined pursuant to the Contribution Agreement, excluding all indebtedness, liabilities or claims of any nature) of such Non-Core Property. Pursuant to the Management excluding all indebtedness, liabilities or claims of any nature) of such Non-Core Property. Pursuant to the Management management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the excluding all indebtedness, liabilities or claims of any nature) of such Non-Core Property. Pursuant to the Management Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to- Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to- respective Non-Core Property based upon the purchase price allocations determined pursuant to the Contribution Agreement, Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to- day advisory and administrative services to Pillarstone in exchange for (x) a monthly property management fee equal to 3.0% day advisory and administrative services to Pillarstone in exchange for (x) a monthly property management fee equal to 3.0% excluding all indebtedness, liabilities or claims of any nature) of such Non-Core Property. Pursuant to the Management day advisory and administrative services to Pillarstone in exchange for (x) a monthly property management fee equal to 3.0% of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to- of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. day advisory and administrative services to Pillarstone in exchange for (x) a monthly property management fee equal to 3.0% As of December 31, 2017, we owned approximately 81.4% of the total outstanding units of Pillarstone. Additionally, As of December 31, 2017, we owned approximately 81.4% of the total outstanding units of Pillarstone. Additionally, of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. As of December 31, 2017, we owned approximately 81.4% of the total outstanding units of Pillarstone. Additionally, certain of our Named Executive Officers and Trustees serve as Officers and Trustees of Pillarstone REIT. We have determined certain of our Named Executive Officers and Trustees serve as Officers and Trustees of Pillarstone REIT. We have determined certain of our Named Executive Officers and Trustees serve as Officers and Trustees of Pillarstone REIT. We have determined that we are the primary beneficiary of Pillarstone, through our power to direct the activities of Pillarstone, additional working that we are the primary beneficiary of Pillarstone, through our power to direct the activities of Pillarstone, additional working As of December 31, 2017, we owned approximately 81.4% of the total outstanding units of Pillarstone. Additionally, that we are the primary beneficiary of Pillarstone, through our power to direct the activities of Pillarstone, additional working capital required by Pillarstone under the OP Unit Purchase Agreement and our obligation to absorb losses and receive benefits capital required by Pillarstone under the OP Unit Purchase Agreement and our obligation to absorb losses and receive benefits certain of our Named Executive Officers and Trustees serve as Officers and Trustees of Pillarstone REIT. We have determined capital required by Pillarstone under the OP Unit Purchase Agreement and our obligation to absorb losses and receive benefits based on our ownership percentage. Accordingly, we account for Pillarstone as a VIE and fully consolidate in our consolidated based on our ownership percentage. Accordingly, we account for Pillarstone as a VIE and fully consolidate in our consolidated that we are the primary beneficiary of Pillarstone, through our power to direct the activities of Pillarstone, additional working based on our ownership percentage. Accordingly, we account for Pillarstone as a VIE and fully consolidate in our consolidated financial statements. financial statements. capital required by Pillarstone under the OP Unit Purchase Agreement and our obligation to absorb losses and receive benefits financial statements. based on our ownership percentage. Accordingly, we account for Pillarstone as a VIE and fully consolidate in our consolidated financial statements. sheets as of December 31, 2017 and 2016, consists of the following (in thousands): sheets as of December 31, 2017 and 2016, consists of the following (in thousands): sheets as of December 31, 2017 and 2016, consists of the following (in thousands): The carrying amounts and classification of certain assets and liabilities for Pillarstone in our consolidated balance The carrying amounts and classification of certain assets and liabilities for Pillarstone in our consolidated balance The carrying amounts and classification of certain assets and liabilities for Pillarstone in our consolidated balance The carrying amounts and classification of certain assets and liabilities for Pillarstone in our consolidated balance sheets as of December 31, 2017 and 2016, consists of the following (in thousands): Real estate assets, at cost Real estate assets, at cost Real estate assets, at cost Property Property Property Accumulated depreciation Real estate assets, at cost Accumulated depreciation Accumulated depreciation Total real estate assets Property Total real estate assets Total real estate assets Cash and cash equivalents Accumulated depreciation Cash and cash equivalents Cash and cash equivalents Escrows and acquisition deposits Total real estate assets Escrows and acquisition deposits Escrows and acquisition deposits Accrued rents and accounts receivable, net of allowance for doubtful accounts(1) Cash and cash equivalents Accrued rents and accounts receivable, net of allowance for doubtful accounts(1) Accrued rents and accounts receivable, net of allowance for doubtful accounts(1) Unamortized lease commissions and loan costs Escrows and acquisition deposits Unamortized lease commissions and loan costs Unamortized lease commissions and loan costs Prepaid expenses and other assets(2) Accrued rents and accounts receivable, net of allowance for doubtful accounts(1) Prepaid expenses and other assets(2) Prepaid expenses and other assets(2) Unamortized lease commissions and loan costs Prepaid expenses and other assets(2) Liabilities Liabilities Liabilities Total assets Notes payable(3) Notes payable(3) Notes payable(3) Accounts payable and accrued expenses(4) Liabilities Accounts payable and accrued expenses(4) Accounts payable and accrued expenses(4) Notes payable(3) Tenants' security deposits Tenants' security deposits Tenants' security deposits Accounts payable and accrued expenses(4) Total liabilities Total liabilities Total liabilities Tenants' security deposits Total assets Total assets Total assets $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ December 31, December 31, December 31, December 31, 2016 2016 2016 2017 2017 2017 2017 95,146 95,146 95,146 (35,980) (35,980) (35,980) 59,166 95,146 59,166 59,166 2,812 (35,980) 2,812 2,812 2,188 59,166 2,188 2,188 2,364 2,812 2,364 2,364 1,265 2,188 1,265 1,265 65 2,364 65 65 67,860 1,265 67,860 67,860 65 67,860 48,840 48,840 48,840 3,494 3,494 3,494 1,191 48,840 1,191 1,191 53,525 3,494 53,525 53,525 1,191 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2016 92,338 92,338 92,338 (32,533) (32,533) (32,533) 59,805 92,338 59,805 59,805 1,236 (32,533) 1,236 1,236 2,274 59,805 2,274 2,274 2,313 1,236 2,313 2,313 1,150 2,274 1,150 1,150 82 2,313 82 82 66,860 1,150 66,860 66,860 82 66,860 50,001 50,001 50,001 3,481 3,481 3,481 996 50,001 996 996 54,478 3,481 54,478 54,478 996 54,478 Table of Contents (1) Excludes approximately $1.3 million and $0.5 million in accounts receivable due from Whitestone that were Total liabilities (1) Excludes approximately $1.3 million and $0.5 million in accounts receivable due from Whitestone that were (1) Excludes approximately $1.3 million and $0.5 million in accounts receivable due from Whitestone that were $ eliminated in consolidation as of December 31, 2017 and 2016, respectively. eliminated in consolidation as of December 31, 2017 and 2016, respectively. eliminated in consolidation as of December 31, 2017 and 2016, respectively. eliminated in consolidation as of December 31, 2017 and 2016, respectively. as of December 31, 2016. as of December 31, 2016. as of December 31, 2016. (1) Excludes approximately $1.3 million and $0.5 million in accounts receivable due from Whitestone that were (2) Excludes approximately $0.9 million in prepaid expenses due from Whitestone that were eliminated in consolidation WHITESTONE REIT AND SUBSIDIARIES (2) Excludes approximately $0.9 million in prepaid expenses due from Whitestone that were eliminated in consolidation (2) Excludes approximately $0.9 million in prepaid expenses due from Whitestone that were eliminated in consolidation Notes to Consolidated Financial Statements December 31, 2017 (2) Excludes approximately $0.9 million in prepaid expenses due from Whitestone that were eliminated in consolidation (3) Excludes approximately $15.5 million and $15.5 million in notes payable due to Whitestone that were eliminated in (3) Excludes approximately $15.5 million and $15.5 million in notes payable due to Whitestone that were eliminated in (3) Excludes approximately $15.5 million and $15.5 million in notes payable due to Whitestone that were eliminated in as of December 31, 2016. consolidation as of December 31, 2017 and 2016, respectively. consolidation as of December 31, 2017 and 2016, respectively. consolidation as of December 31, 2017 and 2016, respectively. (3) Excludes approximately $15.5 million and $15.5 million in notes payable due to Whitestone that were eliminated in F- 21 (4) Excludes approximately $1.0 million and $0.3 million in accounts payable due to Whitestone that were eliminated in F- 21 F- 21 consolidation as of December 31, 2017 and 2016, respectively. consolidation as of December 31, 2017 and 2016, respectively. 53,525 $ 98 6. ACCRUED RENTS AND ACCOUNTS RECEIVABLE, NET F- 21 Accrued rents and accounts receivable, net, consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands): December 31, 2017 2016 $ $ 15,124 $ 17,527 (9,147) 23,504 $ 12,972 14,237 (7,258) 19,951 December 31, 2017 2016 $ 10,797 $ 436 4,071 15,304 (4,753) (66) (2,063) $ 8,422 $ 8,720 — 4,071 12,791 (3,597) — (1,111) 8,083 2,450 1,714 1,480 1,114 827 837 8,422 Tenant receivables Accrued rents and other recoveries Allowance for doubtful accounts Totals 7. UNAMORTIZED LEASE COMMISSIONS AND LOAN COSTS Costs which have been deferred consist of the following (in thousands): Leasing commissions Deferred legal cost Deferred financing cost Total cost Less: leasing commissions accumulated amortization Less: deferred legal cost accumulated amortization Less: deferred financing cost accumulated amortization Total cost, net of accumulated amortization A summary of expected future amortization of deferred costs is as follows (in thousands): Years Ended December 31, 2018 2019 2020 2021 2022 Thereafter Total Leasing Commissions Deferred Legal Costs Deferred Financing Costs Total $ 1,516 $ $ $ 1,276 1,065 835 602 750 79 69 56 44 35 87 855 369 359 235 190 — $ 6,044 $ 370 $ 2,008 $ F- 22 Table of Contents Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements (4) Excludes approximately $1.0 million and $0.3 million in accounts payable due to Whitestone that were eliminated in December 31, 2017 consolidation as of December 31, 2017 and 2016, respectively. 6. ACCRUED RENTS AND ACCOUNTS RECEIVABLE, NET (4) Excludes approximately $1.0 million and $0.3 million in accounts payable due to Whitestone that were eliminated in Accrued rents and accounts receivable, net, consists of amounts accrued, billed and due from tenants, allowance for consolidation as of December 31, 2017 and 2016, respectively. doubtful accounts and other receivables as follows (in thousands): 6. ACCRUED RENTS AND ACCOUNTS RECEIVABLE, NET December 31, Accrued rents and accounts receivable, net, consists of amounts accrued, billed and due from tenants, allowance for 2017 2016 Tenant receivables doubtful accounts and other receivables as follows (in thousands): Accrued rents and other recoveries Allowance for doubtful accounts Totals Tenant receivables Accrued rents and other recoveries 7. UNAMORTIZED LEASE COMMISSIONS AND LOAN COSTS Allowance for doubtful accounts Totals Costs which have been deferred consist of the following (in thousands): 7. UNAMORTIZED LEASE COMMISSIONS AND LOAN COSTS Costs which have been deferred consist of the following (in thousands): Leasing commissions Deferred legal cost Deferred financing cost Total cost Leasing commissions Less: leasing commissions accumulated amortization Deferred legal cost Less: deferred legal cost accumulated amortization Deferred financing cost Less: deferred financing cost accumulated amortization Total cost Total cost, net of accumulated amortization Less: leasing commissions accumulated amortization $ $ $ $ $ $ $ Less: deferred legal cost accumulated amortization A summary of expected future amortization of deferred costs is as follows (in thousands): Less: deferred financing cost accumulated amortization Total cost, net of accumulated amortization $ A summary of expected future amortization of deferred costs is as follows (in thousands): Years Ended December 31, Leasing Commissions Deferred Legal Costs 2017 15,124 $ 17,527 December 31, (9,147) 23,504 15,124 $ $ 17,527 (9,147) 23,504 $ 2016 December 31, 2017 2016 10,797 $ 436 December 31, 4,071 2017 2016 $ $ 15,304 10,797 (4,753) 436 (66) 4,071 (2,063) 15,304 8,422 (4,753) (66) (2,063) 8,422 $ Deferred Financing Costs 12,972 14,237 (7,258) 19,951 12,972 14,237 (7,258) 19,951 8,720 — 4,071 12,791 8,720 (3,597) — — 4,071 (1,111) 12,791 8,083 (3,597) — (1,111) 8,083 Years Ended December 31, 2018 2019 2020 2021 2018 2022 2019 Thereafter 2020 Total 2021 2022 Thereafter Total $ 1,516 $ 1,276 79 69 $ Leasing 1,065 Commissions 835 1,516 602 1,276 750 1,065 6,044 835 $ Deferred 56 Legal Costs 44 79 35 69 87 56 370 44 $ $ $ $ $ 855 $ 369 Deferred Financing Costs 359 235 855 190 369 — 359 2,008 235 $ $ Total 2,450 1,714 Total 1,480 1,114 2,450 827 1,714 837 1,480 8,422 1,114 602 750 35 87 190 — $ 6,044 $ 370 $ 2,008 $ 827 837 8,422 F- 22 F- 22 99 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 8. FUTURE MINIMUM LEASE INCOME We lease the majority of our properties under noncancelable operating leases, which provide for minimum base rents plus, in some instances, contingent rents based upon a percentage of the tenants’ gross receipts. A summary of minimum future rents to be received (exclusive of renewals, tenant reimbursements, and contingent rents) under noncancelable operating leases in existence as of December 31, 2017 is as follows (in thousands): Years Ended December 31, 2018 2019 2020 2021 2022 Thereafter Total 9. DEBT Minimum Future Rents $ $ 91,716 79,580 65,752 52,117 39,386 147,748 476,299 Mortgages and other notes payable consist of the following (in thousands): Description Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1) $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 (2) $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 (3) $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 (4) $80.0 million, 3.72% Note, due June 1, 2027 $37.0 million 3.76% Note, due December 1, 2020 (5) $6.5 million 3.80% Note, due January 1, 2019 $19.0 million 4.15% Note, due December 1, 2024 $20.2 million 4.28% Note, due June 6, 2023 $14.0 million 4.34% Note, due September 11, 2024 $14.3 million 4.34% Note, due September 11, 2024 $16.5 million 4.97% Note, due September 26, 2023 (5) $15.1 million 4.99% Note, due January 6, 2024 $9.2 million, Prime Rate less 2.00% Note, due December 29, 2017 (6) $2.6 million 5.46% Note, due October 1, 2023 Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 (7) Total notes payable principal Less deferred financing costs, net of accumulated amortization $ $ December 31, 2017 2016 $ 9,740 50,000 50,000 100,000 80,000 33,148 5,842 19,000 19,360 13,944 14,300 16,058 14,865 — 2,472 232,200 660,929 (1,861) 659,068 $ 9,980 50,000 50,000 100,000 — 34,166 6,019 19,000 19,708 14,000 14,300 16,298 15,060 7,869 2,512 186,600 545,512 (1,492) 544,020 (1) Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term. 100 F- 23 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 (2) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 1 (as defined below) at 0.84% through February 3, 2017 and 1.75% beginning February 3, 2017 through October 30, 2020. (3) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 2 (as defined below) at 1.50%. (4) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 3 (as defined below) at 1.73%. (5) Promissory notes were assumed by Pillarstone in December 2016 (see Note 5). (6) Promissory note includes an interest rate swap that fixed the interest rate at 5.72% for the duration of the term. As part of our acquisition of Paradise Plaza in August 2012, we recorded a discount on the note of $1.3 million, which amortizes into interest expense over the life of the loan and results in an imputed interest rate of 4.13%. (7) Unsecured line of credit includes certain Pillarstone Properties. Our mortgage debt was collateralized by 20 operating properties as of December 31, 2017 with a combined net book value of $340.6 million and 19 operating properties as of December 31, 2016 with a combined net book value of $189.4 million. Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and the assignment of certain rents and leases associated with those properties. On May 26, 2017, we, through our subsidiary, Whitestone BLVD Place LLC, a Delaware limited liability company, issued a $80.0 million promissory note to American General Life Insurance Company (the “BLVD Note”). The BLVD Note has a fixed interest rate of 3.72% and a maturity date of June 1, 2027. Proceeds from the BLVD Note were used to fund a portion of the purchase price of the acquisition of BLVD Place (See Note 4). On November 7, 2014, we, through our Operating Partnership, entered into an unsecured revolving credit facility (the “2014 Facility”) with the lenders party thereto, with BMO Capital Markets Corp., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bank, National Association, as co-lead arrangers and joint book runners, and Bank of Montreal, as administrative agent (the “Agent”). The 2014 Facility amended and restated our previous unsecured revolving credit facility. On October 30, 2015, we, through our Operating Partnership, entered into the First Amendment to the 2014 Facility (the “First Amendment”) with the guarantors party thereto, the lenders party thereto and the Agent . We refer to the 2014 Facility, as amended by the First Amendment, as the “Facility.” Pursuant to the First Amendment, the Company made the following amendments to the 2014 Facility: • • • • extended the maturity date of the $300 million unsecured revolving credit facility under the 2014 Facility (the “Revolver”) to October 30, 2019 from November 7, 2018; converted $100 million of outstanding borrowings under the Revolver to a new $100 million unsecured term loan under the 2014 Facility (“Term Loan 3”) with a maturity date of October 30, 2022; extended the maturity date of the first $50 million unsecured term loan under the 2014 Facility (“Term Loan 1”) to October 30, 2020 from February 17, 2017; and extended the maturity date of the second $50 million unsecured term loan under the 2014 Facility (“Term Loan 2” and together with Term Loan 1 and Term Loan 3, the “Term Loans”) to January 29, 2021 from November 7, 2019. F- 24 101 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Borrowings under the Facility accrue interest (at the Operating Partnership's option) at a Base Rate or an Adjusted LIBOR plus an applicable margin based upon our then existing leverage. As of December 31, 2017, the interest rate was 3.30%. The applicable margin for Adjusted LIBOR borrowings ranges from 1.40% to 1.95% for the Revolver and 1.35% to 2.25% for the Term Loans. Base Rate means the higher of: (a) the Agent's prime commercial rate, (b) the sum of (i) the average rate quoted by the Agent by two or more federal funds brokers selected by the Agent for sale to the Agent at face value of federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1.00%, and (c) the LIBOR rate for such day plus 1.00%. Adjusted LIBOR means LIBOR divided by one minus the Eurodollar Reserve Percentage. The Eurodollar Reserve Percentage means the maximum reserve percentage at which reserves are imposed by the Board of Governors of the Federal Reserve System on eurocurrency liabilities. We serve as the guarantor for funds borrowed by the Operating Partnership under the Facility. The Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, maximum secured indebtedness to total asset value, minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges, and maintenance of a minimum net worth. The Facility also contains customary events of default with customary notice and cure, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy and loss of REIT tax status. The Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity to $700 million, upon the satisfaction of certain conditions. As of December 31, 2017, $432.2 million was drawn on the Facility and our unused borrowing capacity was $67.8 million, assuming that we use the proceeds of the Facility to acquire properties, or to repay debt on properties, that are eligible to be included in the unsecured borrowing base. Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. We intend to use the additional proceeds from the Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditure, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. On December 8, 2016, in connection with the Contribution, the Operating Partnership entered into the Second Amendment to the Facility and Reaffirmation of Guaranties (the “Second Amendment”) with Pillarstone, the Company and the other Guarantors party thereto, the lenders party thereto and the Agent. Pursuant to the Second Amendment, following the Contribution, Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC were permitted to remain Material Subsidiaries (as defined in the Facility) and Guarantors under the Facility and their respective Pillarstone Properties were each permitted to remain an Eligible Property (as defined in the Facility) and be included in the Borrowing Base (as defined in the Facility) under the Facility. In addition, on December 8, 2016, Pillarstone entered into the Limited Guarantee (the “Limited Guarantee”) with the Agent, pursuant to which Pillarstone agreed to be joined as a party to the Facility to provide a limited guarantee up to the amount of availability generated by the Pillarstone Properties owned by Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC. As of December 31, 2017, Pillarstone accounted for approximately $15.5 million of the total amount drawn on the Facility. Certain other of our loans are subject to customary covenants. As of December 31, 2017, we were in compliance with all loan covenants. 102 F- 25 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Annual maturities of notes payable as of December 31, 2017 are due during the following years: Year 2018 2019 2020 2021 2022 Thereafter Total Amount Due (in thousands) 12,208 240,249 82,827 51,918 102,007 171,720 660,929 $ $ Contractual Obligations As of December 31, 2017, we had the following contractual obligations: Consolidated Contractual Obligations Total Payment due by period (in thousands) Less than 1 year (2018) 1 - 3 years (2019 - 2020) 3 - 5 years (2021 - 2022) More than 5 years (after 2022) Long-Term Debt - Principal $ 660,929 $ 12,208 $ 323,076 $ 153,925 $ 171,720 Long-Term Debt - Fixed Interest Long-Term Debt - Variable Interest (1) Unsecured credit facility - Unused commitment fee (2) Operating Lease Obligations Total 80,790 14,049 249 57 15,223 7,663 136 33 28,954 6,386 113 20 18,200 18,413 — — 4 — — — $ 756,074 $ 35,263 $ 358,549 $ 172,129 $ 190,133 As of December 31, 2017, Pillarstone had the following contractual obligations included in the consolidated contractual obligations: Pillarstone Contractual Obligations Total Payment due by period (in thousands) Less than 1 year (2018) 1 - 3 years (2019 - 2020) 3 - 5 years (2021 - 2022) More than 5 years (after 2022) Long-Term Debt - Principal Long-Term Debt - Fixed Interest Long-Term Debt - Variable Interest (3) Total $ 49,206 $ 1,343 $ 32,662 $ 631 $ 14,570 7,921 937 2,019 511 3,882 426 1,481 — 539 — $ 58,064 $ 3,873 $ 36,970 $ 2,112 $ 15,109 (1) As of December 31, 2017, we had one loan totaling $232.2 million which bore interest at a floating rate. The variable interest rate payments are based on LIBOR plus 1.40% to LIBOR plus 1.95%, which reflects our new interest rates under the Facility. The information in the table above reflects our projected interest rate obligations for the floating rate payments based on one-month LIBOR as of December 31, 2017, of 1.37%. F- 26 103 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 (2) The unused commitment fees on the Facility, payable quarterly, are based on the average daily unused amount of the Facility. The fees are 0.20% for facility usage greater than 50% or 0.25% for facility usage less than 50%. The information in the table above reflects our projected obligations for the Facility based on our December 31, 2017 balance of $432.2 million. (3) The variable interest relates to Pillarstone properties remaining in the Facility. As of December 31, 2017, Pillarstone accounted for approximately $15.5 million of the total amount drawn on the Facility. 10. DERIVATIVES AND HEDGING ACTIVITIES The fair value of our interest rate swaps is as follows (in thousands): Interest rate swaps: December 31, 2017 December 31, 2016 Balance Sheet Location Estimated Fair Value Accounts payable and accrued expenses Accounts payable and accrued expenses $ $ (3,036) (662) On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap with Bank of Montreal that fixed the LIBOR portion of Term Loan 3 under the Facility at 1.73%. In the fourth quarter of 2015, pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $35.0 million of the swap to U.S. Bank, National Association, and $15.0 million of the swap to SunTrust Bank. See Note 9 for additional information regarding the Facility. The swap began on November 30, 2015 and will mature on October 28, 2022. We have designated the interest rate swap as a cash flow hedge with the effective portion of the changes in fair value to be recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value, if any, will be recognized directly in earnings. On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap with Bank of Montreal that fixed the LIBOR portion of Term Loan 1 under the Facility at 1.75%. In the fourth quarter of 2015, pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $3.8 million of the swap to Regions Bank, $6.5 million of the swap to U.S. Bank, National Association, $14.0 million of the swap to Wells Fargo Bank, National Association, $14.0 million of the swap to Bank of America, N.A., and $5.0 million of the swap to SunTrust Bank. See Note 9 for additional information regarding the Facility. The swap will begin on February 3, 2017 and will mature on October 30, 2020. We have designated the interest rate swap as a cash flow hedge with the effective portion of the changes in fair value to be recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value, if any, will be recognized directly in earnings. On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap with Bank of Montreal that fixed the LIBOR portion of Term Loan 2 under the Facility at 1.50%. In the fourth quarter of 2015, pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $3.8 million of the swap to Regions Bank, $6.5 million of the swap to U.S. Bank, National Association, $14.0 million of the swap to Wells Fargo Bank, National Association, $14.0 million of the swap to Bank of America, N.A., and $5.0 million of the swap to SunTrust Bank. See Note 9 for additional information regarding the Facility. The swap began on December 7, 2015 and will mature on January 29, 2021. We have designated the interest rate swap as a cash flow hedge with the effective portion of the changes in fair value to be recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value, if any, will be recognized directly in earnings. A summary of our interest rate swap activity is as follows (in thousands): 104 F- 27 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Year ended December 31, 2017 Year ended December 31, 2016 Year ended December 31, 2015 Amount Recognized as Comprehensive Income Location of Loss Recognized in Earnings Amount of Loss Recognized in Earnings (1) $ $ $ 2,022 Interest expense 929 46 Interest expense Interest expense $ $ $ (1,575) (2,385) (991) (1) Amounts represent the effective portions of our interest rate swaps. We did not recognize any ineffective portion of our interest rate swaps in earnings for the years ended December 31, 2017, 2016 and 2015. 11. EARNINGS PER SHARE Basic earnings per share for our common shareholders is calculated by dividing income from continuing operations excluding amounts attributable to unvested restricted shares and the net income attributable to non-controlling interests by our weighted-average common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income attributable to common shareholders excluding amounts attributable to unvested restricted shares and the net income attributable to non-controlling interests by the weighted-average number of common shares including any dilutive unvested restricted shares. Certain of our performance-based restricted common shares are considered participating securities, which require the use of the two-class method for the computation of basic and diluted earnings per share. During the years ended December 31, 2017, 2016 and 2015, 1,088,292, 642,132 and 429,809 OP units, respectively, were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive. For the years ended December 31, 2017, 2016 and 2015, distributions of $472,000, $636,000 and $564,000, respectively, were made to the holders of certain restricted common shares, $16,000, $16,000 and $36,000 of which were charged against earnings, respectively. See Note 15 for information related to restricted common shares under the 2008 Plan. F- 28 105 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 (in thousands, except per share data) Numerator: Net income Less: Net income attributable to noncontrolling interests Distributions paid on unvested restricted shares Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares Income from discontinued operations Less: Net income attributable to noncontrolling interests Income from discontinued operations attributable to Whitestone REIT Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares Denominator: Year Ended December 31, 2017 2016 2015 $ $ 8,866 (532) (456) $ 8,128 (197) (620) 6,854 (116) (528) 7,878 7,311 6,210 — — — — — — 11 — 11 $ 7,878 $ 7,311 $ 6,221 Weighted average number of common shares - basic 35,428 27,618 24,631 Effect of dilutive securities: Unvested restricted shares Weighted average number of common shares - dilutive Earnings Per Share: Basic: 827 36,255 765 28,383 1,052 25,683 Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares Income from discontinued operations attributable to Whitestone REIT Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares Diluted: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares Income from discontinued operations attributable to Whitestone REIT Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ $ $ $ $ 0.22 0.00 $ 0.26 0.00 0.25 0.00 0.22 $ 0.26 $ 0.25 $ 0.22 0.00 $ 0.26 0.00 0.24 0.00 0.22 $ 0.26 $ 0.24 12. FEDERAL INCOME TAXES Federal income taxes are not provided because we intend to and believe we qualify as a REIT under the provisions of the Code and because we have distributed and intend to continue to distribute all of our taxable income to our shareholders. Our shareholders include their proportionate taxable income in their individual tax returns. As a REIT, we must distribute at least 90% of our real estate investment trust taxable income to our shareholders and meet certain income sources and investment restriction requirements. In addition, REITs are subject to a number of organizational and operational requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate tax rates. Income earned by our taxable REIT subsidiary, Whitestone Davenport TRS LLC (“Davenport TRS”), is subject to federal income tax. For the year ended December 31, 2016, we recognized $45,000 in income tax expense related to Davenport TRS taxable year. Davenport TRS was dissolved in the fourth quarter of 2016. Taxable income differs from net income for financial reporting purposes principally due to differences in the timing of recognition of interest, real estate taxes, depreciation and rental revenue. 106 F- 29 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 For federal income tax purposes, the cash distributions to shareholders are characterized as follows for the years ended December 31: Ordinary income (unaudited) Return of capital (unaudited) Capital gain distributions (unaudited) Total 13. RELATED PARTY TRANSACTIONS 2017 2016 2015 15.3 % 84.7 % — % 100.0% 49.0 % 33.7 % 17.3 % 100.0% 60.9 % 37.7 % 1.4 % 100.0% The Contribution. Mr. James C. Mastandrea, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and Chief Executive Officer of Pillarstone REIT and beneficially owns approximately 77.9% of the outstanding equity in Pillarstone REIT (when calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act of 1934, as amended (the “Exchange Act”)). Mr. John J. Dee, the Chief Operating Officer and Corporate Secretary of the Company, also serves as the Senior Vice President and Chief Financial Officer of Pillarstone REIT and beneficially owns approximately 26.3% of the outstanding equity in Pillarstone REIT (when calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act). In addition, Mr. Paul T. Lambert, a Trustee of the Company, also serves as a Trustee of Pillarstone REIT. The Contribution is pursuant to the Company’s strategy of recycling capital by disposing of Non-Core Properties that do not fit the Company’s Community Centered Property® strategy and the terms of the Contribution Agreement, the OP Unit Purchase Agreement, the Tax Protection Agreement and the Contribution were determined through arm’s-length negotiations. The Contribution was unanimously approved and recommended by a special committee of independent Trustees of the Company. See Note 5 for additional disclosure on the Contribution. 14. EQUITY Under our declaration of trust, as amended, we have authority to issue up to 400 million common shares of beneficial interest, $0.001 par value per share, and up to 50 million preferred shares of beneficial interest, $0.001 par value per share. Equity Offerings On April 25, 2017, we completed the sale of 8,018,500 common shares, including 1,018,500 common shares purchased by the underwriters upon exercise of their option to purchase additional common shares, at a public offering price per share of $13.00 (the “April Offering”). Total net proceeds from the April Offering, after deducting offering expenses, were approximately $99.9 million, which we contributed to the Operating Partnership in exchange for OP units. The Operating Partnership used the net proceeds from the April Offering to repay a portion of the Facility and for general corporate purposes, including funding a portion of the purchase price of BLVD Place and Eldorado Plaza. On June 4, 2015, we entered into nine amended and restated equity distribution agreements (the “2015 equity distribution agreements”) for an at-the-market distribution program. Pursuant to the terms and conditions of the 2015 equity distribution agreements, we can issue and sell up to an aggregate of $50 million of our common shares. Actual sales will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and will be made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. We have no obligation to sell any of our common shares, and can at any time suspend offers under the 2015 equity distribution agreements or terminate the 2015 equity distribution agreements. For the year ended December 31, 2017, we sold 1,324,038 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $18.6 million. In connection with such sales, we paid compensation of approximately $0.3 million to the sales agents. For the year ended December 31, 2016, we sold 2,063,697 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $30.0 million. In connection with such sales, we paid compensation of approximately $0.5 million to the sales agents. F- 30 107 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 Operating Partnership Units Substantially all of our business is conducted through the Operating Partnership. We are the sole general partner of the Operating Partnership. As of December 31, 2017, we owned a 97.3% interest in the Operating Partnership. Limited partners in the Operating Partnership holding OP units have the right to redeem their OP units for cash or, at our option, common shares at a ratio of one OP unit for one common share. Distributions to OP unit holders are paid at the same rate per unit as distributions per share to Whitestone common shares. As of December 31, 2017 and 2016, there were 40,184,532 and 30,450,377 OP units outstanding, respectively. We owned 39,100,951 and 29,347,741 OP units as of December 31, 2017 and 2016, respectively. The balance of the OP units is owned by third parties, including certain trustees. Our weighted-average share ownership in the Operating Partnership was approximately 97.0%, 97.8% and 98.3% for the years ended December 31, 2017, 2016 and 2015, respectively. For the year ended December 31, 2017 and 2016, 19,055 and 15,450 OP units, respectively, were redeemed for an equal number of common shares. Distributions The following table reflects the total distributions we have paid (including the total amount paid and the amount paid per share) in each indicated quarter (in thousands, except per share data): Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distribution Per Common Share Total Amount Paid Distribution Per OP Unit Total Amount Paid Total Amount Paid 2017 Fourth Quarter Third Quarter Second Quarter First Quarter Total 2016 Fourth Quarter Third Quarter Second Quarter First Quarter Total $ $ $ $ 0.2850 $ 11,002 $ 0.2850 $ 0.2850 0.2850 0.2850 1.1400 $ 10,948 10,093 8,429 40,472 $ 0.2850 0.2850 0.2850 1.1400 $ 0.2850 $ 8,305 $ 0.2850 $ 0.2850 0.2850 0.2850 1.1400 $ 8,109 7,786 7,711 31,911 $ 0.2850 0.2850 0.2850 1.1400 $ 309 309 310 313 1,241 314 138 138 139 729 $ $ $ $ 11,311 11,257 10,403 8,742 41,713 8,619 8,247 7,924 7,850 32,640 15. INCENTIVE SHARE PLAN On July 29, 2008, our shareholders approved the 2008 Plan. On December 22, 2010, our board of trustees amended the 2008 Plan to allow for awards in or related to Class B common shares pursuant to the 2008 Plan. On June 27, 2012, our Class B common shares were redesignated as “common shares.” The 2008 Plan, as amended, provides that awards may be made with respect to common shares of Whitestone or OP units, which may be redeemed for cash or, at our option, common shares of Whitestone. The maximum aggregate number of common shares that may be issued under the 2008 Plan is increased upon each issuance of common shares by Whitestone so that at any time the maximum number of common shares that may be issued under the 2008 Plan shall equal 12.5% of the aggregate number of common shares of Whitestone and OP units issued and outstanding (other than shares and/or units issued to or held by Whitestone). 108 F- 31 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 The Compensation Committee of our board of trustees administers the 2008 Plan, except with respect to awards to non-employee trustees, for which the 2008 Plan is administered by our board of trustees. The Compensation Committee is authorized to grant share options, including both incentive share options and non-qualified share options, as well as share appreciation rights, either with or without a related option. The Compensation Committee is also authorized to grant restricted common shares, restricted common share units, performance awards and other share-based awards. On April 2, 2014, the Compensation Committee approved the modification of the vesting provisions with respect to awards of an aggregate of 633,704 restricted common shares and restricted common share units for certain of our employees. The modified time-based shares vested annually in three equal installments. The modified performance-based restricted common shares and restricted common share units were modified to include performance-based vesting based on achievement of certain absolute financial goals, as well as one to two years of time-based vesting post achievement of financial goals. Continued employment is required through the applicable vesting date. Additionally, 2,049,116 restricted performance-based common share units were granted with the same vesting conditions as the modified performance-based grants described above. If the performance targets are not met prior to December 31, 2018, any unvested performance-based restricted common shares and restricted common share units will be forfeited. The Compensation Committee approved the grant of an aggregate of 320,000 and 143,000 time-based restricted common share units on June 30, 2016 and 2015, respectively, to James C. Mastandrea and David K. Holeman. On September 6, 2017, the Compensation Committee approved the grant of an aggregate of 267,783 performance- based restricted common share units under the 2008 Plan with market-based vesting conditions (the “TSR Units”) to certain of our employees. Vesting is contingent upon achieving Total Shareholder Return relative to the peer group defined in the TSR Unit award agreements over a three-year performance period. At the end of the performance period, the number of common shares awarded for each vested TSR Unit will vary from 0% to 200% depending on the Company's ranking in the peer group (the “TSR Peer Group Ranking”). Continued employment is required through the vesting date. The grant date fair value for each TSR Unit of $12.37 was determined using the Monte Carlo simulation method and is being recognized as share-based compensation expense ratably from the September 30, 2017 grant date to the end of the performance period, December 31, 2019. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the performance period of approximately three years. The risk- free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant. On September 6, 2017, the Compensation Committee approved the grant of an aggregate of 965,000 performance- based restricted common share units under the 2008 Plan which only vest immediately prior to the consummation of a Change in Control (as defined in the 2008 Plan) that occurs on or before September 30, 2024 (the “CIC Units”) to certain of our employees. Continued employment is required through the vesting date. If a Change in Control does not occur on or before September 30, 2024, the CIC Units shall be immediately forfeited. The Company considers a Change in Control on or before September 30, 2024 to be improbable, and no expense has been recognized for the CIC Units. If a Change in Control occurs, any outstanding CIC Units would be expensed immediately on the date of the Change in Control using the grant date fair value. The grant date fair value for each CIC Unit of $13.05 was determined based on the Company's closing share price on the grant date. F- 32 109 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 A summary of the share-based incentive plan activity as of and for the year ended December 31, 2017 is as follows: Non-vested at January 1, 2017 Granted Modified to new agreements Modified from existing agreements Vested Forfeited Non-vested at December 31, 2017 Available for grant at December 31, 2017 Weighted- Average Grant Date Fair Value (1) 14.48 12.92 — — 14.55 14.38 13.60 Shares 2,044,334 $ 1,354,534 — — (881,710) (35,827) 2,481,331 868,815 $ (1) The fair value of the shares granted were determined based on observable market transactions occurring near the date of the grants. A summary of our nonvested and vested shares activity for the years ended December 31, 2017, 2016 and 2015 is presented below: Year Ended Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Shares Granted Shares Vested Non-Vested Shares Issued Weighted- Average Grant- Date Fair Value Vested Shares Total Vest-Date Fair Value (in thousands) 1,354,534 545,778 327,122 $ $ $ 12.92 14.85 13.49 (881,710) $ (734,261) $ (348,786) $ 12,829 10,577 4,969 Total compensation recognized in earnings for share-based payments for the years ended December 31, 2017, 2016 and 2015 was $10.4 million, $10.2 million and $7.3 million, respectively. Based on our current financial projections, we expect approximately 83% of the unvested awards, exclusive of 965,000 CIC Units, to vest over the next 24 months. As of December 31, 2017, there was approximately $2.3 million in unrecognized compensation cost related to outstanding non-vested performance-based shares, which are expected to vest over a period of 15 months, $2.8 million in unrecognized compensation cost related to outstanding non-vested TSR Units, which are expected to vest over a period of 24 months and approximately $0.5 million in unrecognized compensation cost related to outstanding non-vested time-based shares, which are expected to be recognized over a period of approximately 3 months beginning on January 1, 2018. We expect to record approximately $5.6 million in share-based compensation subsequent to the year ended December 31, 2017. The unrecognized share-based compensation cost is expected to vest over a weighted average period of 18 months. The dilutive impact of the performance-based shares will be included in the denominator of the earnings per share calculation beginning in the period that the performance conditions are expected to be met. The dilutive impact of the TSR Units is based on the Company's TSR Peer Group Ranking as of the reporting date and weighted according to the number of days outstanding in the period. As of December 31, 2017, the TSR Peer Group Ranking called for 200% attainment. The dilutive impact of the CIC Units is based on the probability of a Change in Control. Because the Company considers a Change in Control on or before September 30, 2024 to be improbable, no CIC Units are included in the Company's dilutive shares. 110 F- 33 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 At our annual meeting of shareholders on May 11, 2017, our shareholders voted to approve the 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of up to 3,433,831 common shares and OP units pursuant to awards under the 2018 Plan. The 2018 Plan will become effective on July 30, 2018, which is the day after the 2008 Plan expires. 16. GRANTS TO TRUSTEES On December 12, 2017, each of our six independent trustees and one trustee emeritus was granted 3,000 common shares, which vest immediately and are prorated based on date appointed. The 16,281 common shares granted to our trustees had a grant fair value of $14.46 per share. On December 12, 2017, three of our independent trustees each elected to receive a total of 2,320 common shares with a grant date fair value of $14.46 in lieu of cash for board fees. The fair value of the shares granted during the year ended December 31, 2017 was determined using quoted prices available on the date of grant. On December 21, 2016, each of our four independent trustees and one trustee emeritus was granted 1,500 common shares, which vest immediately. The 7,500 common shares granted to our trustees had a grant date fair value of $14.07 per share. On December 21, 2016, two of our independent trustees each elected to receive a total of 3,128 common shares with a grant date fair value of $14.07 in lieu of cash for board fees. The fair value of the shares granted during the year ended December 31, 2016 was determined using quoted prices available on the date of grant. 17. COMMITMENTS AND CONTINGENCIES We are a participant in various legal proceedings and claims that arise in the ordinary course of our business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we believe that the final outcome of these matters will not have a material effect on our financial position, results of operations, or cash flows. 18. SEGMENT INFORMATION Our management historically has not differentiated by property types and therefore does not present segment information. F- 34 111 Table of Contents WHITESTONE REIT AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2017 19. SELECT QUARTERLY FINANCIAL DATA (unaudited) The following is a summary of our unaudited quarterly financial information for the years ended December 31, 2017 and 2016 (in thousands, except per share data): 2017 Revenues Net income Net income attributable to Whitestone REIT Basic Earnings per share: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (1) Diluted Earnings per share: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (1) 2016 Revenues Net income Net income attributable to Whitestone REIT Basic Earnings per share: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (1) Diluted Earnings per share: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (1) First Second Third Fourth Quarter Quarter Quarter Quarter $ 28,267 $ 30,208 $ 33,653 $ 33,831 $ $ $ $ 1,557 1,440 $ $ 2,144 1,983 $ $ 3,140 2,993 $ $ 2,025 1,921 0.05 $ 0.05 $ 0.07 $ 0.05 0.04 $ 0.05 $ 0.07 $ 0.05 $ 25,435 $ 25,129 $ 25,508 $ 28,365 $ $ $ $ 5,088 4,997 $ $ 1,509 1,484 $ $ 964 949 $ $ 567 532 0.18 $ 0.05 $ 0.03 $ 0.01 0.18 $ 0.05 $ 0.03 $ 0.01 (1) The sum of individual quarterly basic and diluted earnings per share amounts may not agree with the year-to-date basic and diluted earning per share amounts as the result of each period's computation being based on the weighted average number of common shares outstanding during that period. 20. SUBSEQUENT EVENTS On February 27, 2018, we completed the sale of Bellnott Square, located in Houston, Texas, for $4.7 million. This disposition was pursuant to our strategy of recycling capital by disposing of Non-Core Properties, primarily properties that we owned at the time our current management team assumed the management of the Company, that do not fit our Community Centered Property strategy. We expect to record a gain on sale of approximately $0.3 million in 2018. We have not included Bellnott Square as held for sale at December 31, 2017 as it did not meet the definition of discontinued operations. 112 F- 35 Table of Contents Whitestone REIT and Subsidiaries Schedule II - Valuation and Qualifying Accounts December 31, 2017 Description Allowance for doubtful accounts: Year ended December 31, 2017 Year ended December 31, 2016 Year ended December 31, 2015 (in thousands) Balance at Charged to Deductions Balance at Beginning of Year Costs and Expense from Reserves End of Year $ 7,258 $ 2,340 $ 6,647 4,964 1,585 1,974 (451) $ (974) (291) 9,147 7,258 6,647 F- 36 113 Table of Contents Whitestone REIT and Subsidiaries Schedule III - Real Estate and Accumulated Depreciation December 31, 2017 Initial Cost (in thousands) to Acquisition (in thousands) Costs Capitalized Subsequent Gross Amount at which Carried at (1) (2) End of Period (in thousands) Property Name Land Improvements (net) Costs Land Improvements Total Building and Improvements Carrying Building and Whitestone Properties: Ahwatukee Plaza Anthem Marketplace Bellnott Square Bissonnet Beltway BLVD Place The Citadel City View Village Davenport Village Desert Canyon Eldorado Plaza Fountain Hills Plaza Fountain Square Fulton Ranch Towne Center Gilbert Tuscany Village Gilbert Tuscany Village Hard Corner Heritage Trace Plaza Headquarters Village Keller Place Kempwood Plaza La Mirada Lion Square The Marketplace at Central Market Street at DC Ranch Mercado at Scottsdale Ranch Paradise Plaza Parkside Village North Parkside Village South Pima Norte Pinnacle of Scottsdale Pinnacle of Scottsdale Phase II The Promenade at Fulton Ranch Providence Quinlan Crossing Shaver Shops at Pecos Ranch Shops at Starwood The Shops at Williams Trace South Richey Spoerlein Commons The Strand at Huebner Oaks SugarPark Plaza Sunridge Sunset at Pinnacle Peak Terravita Marketplace Torrey Square Town Park Village Square at Dana Park Westchase $ 5,126 $ 4,086 $ 4,790 1,154 415 63,893 472 2,044 11,367 1,976 16,551 5,113 5,573 7,604 1,767 856 6,209 7,171 5,977 733 12,853 1,546 1,305 9,710 8,728 6,155 3,877 5,562 1,086 6,648 883 5,198 918 9,561 184 3,781 4,093 5,920 778 2,340 5,805 1,781 276 3,610 7,171 1,981 850 10,877 423 17,973 4,638 1,947 90,942 1,777 4,149 34,101 1,704 30,746 15,340 9,828 22,612 3,233 794 13,821 18,439 7,577 1,798 24,464 4,289 5,324 26,779 12,560 10,221 8,629 27,154 7,162 22,466 4,659 13,367 3,675 28,683 633 15,123 11,487 14,297 2,584 7,296 12,335 7,125 1,186 2,734 9,392 2,971 2,911 40,250 1,751 365 319 554 448 93 2,593 11 972 1,485 67 199 2,224 1,957 1,721 9 300 873 465 1,750 441 4,260 1,328 3,925 865 1,155 249 345 2,151 1,649 1,157 212 1,287 146 82 747 281 256 1,856 868 275 1,046 524 725 798 1,287 397 3,133 3,142 114 F- 37 $ — $ 5,126 $ 4,451 $ — — — — — — — — — — — — — — — — — — — — — — — — — — 517 — 565 — — — — — — — — — — — — — — — — — — 4,790 1,154 415 63,893 472 2,044 11,367 1,976 16,551 5,113 5,573 7,604 1,767 856 6,209 7,171 5,977 733 12,853 1,546 1,305 9,710 8,728 6,155 3,877 5,562 1,086 6,648 883 5,198 918 9,561 184 3,781 4,093 5,920 778 2,340 5,805 1,781 276 3,610 7,171 1,981 850 10,877 423 18,292 5,192 2,395 91,035 4,370 4,160 35,073 3,189 30,813 15,539 12,052 24,569 4,954 803 14,121 19,312 8,042 3,548 24,905 8,549 6,652 30,704 13,425 11,376 8,878 27,499 9,830 24,115 6,381 13,579 4,962 28,829 715 15,870 11,768 14,553 4,440 8,164 12,610 8,171 1,710 3,459 10,190 4,258 3,308 43,383 4,893 9,577 23,082 6,346 2,810 154,928 4,842 6,204 46,440 5,165 47,364 20,652 17,625 32,173 6,721 1,659 20,330 26,483 14,019 4,281 37,758 10,095 7,957 40,414 22,153 17,531 12,755 33,061 10,916 30,763 7,264 18,777 5,880 38,390 899 19,651 15,861 20,473 5,218 10,504 18,415 9,952 1,986 7,069 17,361 6,239 4,158 54,260 5,316 Table of Contents Whitestone REIT and Subsidiaries Schedule III - Real Estate and Accumulated Depreciation December 31, 2017 Initial Cost (in thousands) to Acquisition (in thousands) Costs Capitalized Subsequent Gross Amount at which Carried at (1) (2) End of Period (in thousands) Property Name Land Improvements (net) Costs Land Improvements Total Building and Improvements Carrying Building and Williams Trace Plaza Windsor Park Woodlake Plaza Development Properties: Seville Shops at Starwood Phase III Total - Development Properties(3) Total Whitestone Properties Pillarstone Properties: 9101 LBJ Freeway(4) Corporate Park Northwest Corporate Park West Corporate Park Woodland Corporate Park Woodland II Dairy Ashford Holly Hall Industrial Park Holly Knight Interstate 10 Warehouse Main Park Plaza Park Uptown Tower(5) Westbelt Plaza Westgate Service Center Total - Pillarstone Properties Land Held for Development: Anthem Marketplace BLVD Place Phase II-B Dana Park Development Eldorado Plaza Development Fountain Hills Market Street at DC Ranch Total - Land Held for Development Grand Totals $ $ $ $ $ $ $ $ $ 6,800 2,621 1,107 14,003 10,482 4,426 255 8,884 2,254 — — — 6,800 2,621 1,107 14,258 19,366 6,680 21,058 21,987 7,787 283,219 $ 645,923 $ 62,385 $ 1,082 $ 283,219 $ 709,390 $ 992,609 6,913 1,818 8,731 291,950 $ $ $ 25,518 7,069 32,587 678,510 $ $ $ 497 1,323 1,820 64,205 $ $ $ — $ 954 954 2,036 $ $ 6,913 1,818 8,731 291,950 $ $ $ 26,015 9,346 35,361 744,751 $ $ 32,928 11,164 44,092 1,036,701 1,597 $ 6,078 $ 1,513 $ — $ 1,597 $ 7,591 $ 1,534 2,555 652 2,758 226 608 320 208 1,328 902 1,621 568 672 6,306 10,267 5,330 — 1,211 2,516 1,293 3,700 2,721 3,294 15,551 2,165 2,776 2,268 1,615 830 26 49 395 402 495 1,113 1,141 4,975 958 1,175 — — — — — — — — — — — — — 1,534 2,555 652 2,758 226 608 320 208 1,328 902 1,621 568 672 8,574 11,882 6,160 26 1,260 2,911 1,695 4,195 3,834 4,435 20,526 3,123 3,951 9,188 10,108 14,437 6,812 2,784 1,486 3,519 2,015 4,403 5,162 5,337 22,147 3,691 4,623 15,549 $ 63,208 $ 16,955 $ — $ 15,549 $ 80,163 $ 95,712 204 $ — $ — $ — $ 204 $ — $ 10,500 4,000 911 277 704 16,596 324,095 $ $ — — — — — — $ 420 25 — — — 445 741,718 $ 81,605 — — — — — 10,500 4,000 911 277 704 $ $ — $ 16,596 2,036 $ 324,095 $ $ 420 25 — — — 445 825,359 $ $ 204 10,920 4,025 911 277 704 17,041 1,149,454 F- 38 115 Table of Contents Whitestone REIT and Subsidiaries Schedule III - Real Estate and Accumulated Depreciation December 31, 2017 Property Name Encumbrances (in thousands) Construction Acquired Life Accumulated Depreciation Date of Date Depreciation Whitestone Properties: Ahwatukee Plaza Anthem Marketplace Bellnott Square Bissonnet Beltway BLVD Place The Citadel City View Village Davenport Village Desert Canyon Eldorado Plaza Fountain Hills Plaza Fountain Square Fulton Ranch Towne Center Gilbert Tuscany Village Gilbert Tuscany Village Hard Corner Heritage Trace Plaza Headquarters Village Keller Place Kempwood Plaza La Mirada Lion Square The Marketplace at Central Market Street at DC Ranch Mercado at Scottsdale Ranch Paradise Plaza Parkside Village North Parkside Village South Pima Norte Pinnacle of Scottsdale Pinnacle of Scottsdale Phase II The Promenade at Fulton Ranch Providence Quinlan Crossing Shaver Shops at Pecos Ranch Shops at Starwood The Shops at Williams Trace South Richey Spoerlein Commons The Strand at Huebner Oaks SugarPark Plaza Sunridge Sunset at Pinnacle Peak Terravita Marketplace Torrey Square Town Park Village Square at Dana Park Westchase $ (6) (7) (8) (9) (10) (11) (12) (13) (14) 783 2,178 2,144 1,771 1,360 1,496 293 2,431 593 460 1,735 1,859 1,877 1,320 73 1,310 2,474 481 1,400 789 4,088 1,439 3,670 1,668 1,692 580 1,817 2,514 4,045 219 1,111 2,095 1,732 327 2,155 1,882 1,164 2,101 1,998 1,115 2,769 788 589 1,763 2,416 1,950 6,160 1,897 3/31/2017 8/16/2011 6/28/2013 1/1/2002 1/1/1999 5/26/2017 9/28/2010 3/31/2015 5/27/2015 4/13/2011 5/3/2017 10/7/2013 9/21/2012 11/5/2014 6/28/2011 8/28/2015 7/1/2014 3/28/2013 8/26/2015 2/2/1999 9/30/2016 1/1/2000 11/1/2010 12/5/2013 6/19/2013 8/8/2012 7/2/2015 7/2/2015 10/4/2007 12/22/2011 11/5/2014 3/30/2001 8/26/2015 12/17/1999 12/28/2012 12/28/2011 12/24/2014 8/25/1999 1/16/2009 9/19/2014 9/8/2004 1/1/2002 5/29/2012 8/8/2011 1/1/2000 1/1/1999 9/21/2012 1/1/2002 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 116 F- 39 Table of Contents Whitestone REIT and Subsidiaries Schedule III - Real Estate and Accumulated Depreciation December 31, 2017 Accumulated Depreciation Date of Date Depreciation Property Name Encumbrances (in thousands) Construction Acquired Williams Trace Plaza Windsor Park Woodlake Plaza Development Properties: Seville Shops at Starwood Phase III Total - Development Properties(3) Total - Whitestone Properties Pillarstone Properties: 9101 LBJ Freeway(4) Corporate Park Northwest Corporate Park West Corporate Park Woodland Corporate Park Woodland II Dairy Ashford Holly Hall Industrial Park Holly Knight Interstate 10 Warehouse Main Park Plaza Park Uptown Tower(5) Westbelt Plaza Westgate Service Center Total - Pillarstone Properties Land Held for Development: Anthem Marketplace BLVD Place Phase II-B Dana Park Development Eldorado Plaza Development Fountain Hills Market Street at DC Ranch Total - Land Held For Development Grand Total (17) (15) (15) (15) (15) (15) (15) (15) (16) (15) (15) 1,114 7,796 2,282 93,763 838 257 1,095 94,858 2,710 3,679 4,959 3,331 5 686 1,356 1,090 2,852 1,957 2,352 7,504 1,981 1,714 36,176 — — — — — — — 131,034 $ $ $ $ $ $ $ $ $ 12/24/2014 12/16/2003 3/14/2005 Life 5-39 years 5-39 years 5-39 years 12/31/2016 9/30/2016 5-39 years 5-39 years 11/1/2000 8/10/2005 1/1/2002 1/1/2002 10/17/2013 1/1/1999 1/1/2002 8/1/2000 1/1/1999 1/1/1999 1/1/2000 11/22/2005 1/1/1999 1/1/2002 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 5-39 years 6/28/2013 5/26/2017 9/21/2012 Land - Not Depreciated Land - Not Depreciated Land - Not Depreciated 12/29/2017 Land - Not Depreciated 10/7/2013 12/5/2013 Land - Not Depreciated Land - Not Depreciated F- 40 117 Table of Contents Whitestone REIT and Subsidiaries Schedule III - Real Estate and Accumulated Depreciation December 31, 2017 (1) Reconciliations of total real estate carrying value for the three years ended December 31, follows: Balance at beginning of period Additions during the period: Acquisitions Improvements Deductions - cost of real estate sold or retired Balance at close of period 2017 920,310 $ ( in thousands) 2016 835,538 $ $ 2015 673,655 213,545 17,575 231,120 (1,976) $ 1,149,454 $ 69,749 22,036 91,785 (7,013) 920,310 $ 150,331 12,653 162,984 (1,101) 835,538 (2) The aggregate cost of real estate (in thousands) for federal income tax purposes for Whitestone is $1,027,360 and $84,646 for (3) Pillarstone. Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant redevelopment or re-tenanting. (4) This property includes improvements and accumulated depreciation of approximately $385,000 and $77,000, respectively, related to Whitestone leased spaces. (5) This property includes improvements and accumulated depreciation of approximately $181,000 and $119,000, respectively, related to Whitestone leased spaces. (6) This property secures a $15.1 million mortgage note. (7) This property secures a $80.0 million mortgage note. (8) This property secures a $19.0 million mortgage note. (9) This property secures a $9.2 million mortgage note. (10) This property secures a $14.1 million mortgage note. (11) This property secures a $14.0 million mortgage note. (12) This property secures a $14.3 million mortgage note. (13) This property secures a $10.5 million mortgage note. (14) This property secures a $2.6 million mortgage note. (15) These properties secure a $37.0 million mortgage note. (16) This property secures a $16.5 million mortgage note. (17) This property secures a $6.5 million mortgage note. 118 F- 41 Table of Contents Exhibit No. Description Whitestone REIT and Subsidiaries Index to Exhibits 3.1.1 3.1.1 3.1.2 3.1.2 3.1.3 3.1.3 3.1.4 3.1.4 3.1.5 3.1.5 3.1.6 3.1.6 3.1.7 3.1.7 3.2 3.2 10.1 10.1 10.2 10.2 10.3 10.3 10.4 10.4 10.5 10.5 10.6 10.6 10.7 10.7 Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference to to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 31, 2008) Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 31, 2008) Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, filed December 6, 2006) Current Report on Form 8-K, filed December 6, 2006) Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant's Current Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on August 24, 2010) Report on Form 8-K, filed on August 24, 2010) Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.2 to the Registrant’s Current Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on August 24, 2010) Report on Form 8-K, filed on August 24, 2010) Articles Supplementary (previously filed and incorporated by reference to Exhibit 3.3 to the Registrant’s Current Articles Supplementary (previously filed and incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on August 24, 2010) Report on Form 8-K, filed on August 24, 2010) Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant's Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant’s Current Report on Form 8-K, filed June 27, 2012) Current Report on Form 8-K, filed June 27, 2012) Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant's Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant’s Current Report on Form 8-K, filed June 27, 2012) Current Report on Form 8-K, filed June 27, 2012) Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008) 3.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008) Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed as and incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed as and 10, filed on April 30, 2003) incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) Certificate of Formation of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form Certificate of Formation of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and 10, filed on April 30, 2003) incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) Limited Liability Company Agreement of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities Limited Liability Company Agreement of Whitestone REIT Operating Partnership II GP, LLC (previously filed as on Form 10, filed on April 30, 2003) and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) Agreement of Limited Partnership of Whitestone REIT Operating Partnership II, L.P. (previously filed as and incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form Agreement of Limited Partnership of Whitestone REIT Operating Partnership II, L.P. (previously filed as and 10, filed on April 30, 2003) incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) Amendment to the Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed in and incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on December 31, 2003) Amendment to the Agreement of Limited Partnership of Whitestone REITOperating Partnership, L.P. (previously filed in and incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-11, Promissory Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated March 1, 2007 Commission File No. 333-111674, filed on December 31, 2003) (previously filed and incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10- K for the year ended December 31, 2006, filed on March 30, 2007) Promissory Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated March 1, 2007 (previously filed and incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, for the year ended December 31, 2006, filed on March 30, 2007) Whitestone REIT Operating Partnership III LP, Hartman REIT Operating Partnership III LP LTD, Whitestone REIT Operating Partnership III GP LLC and KeyBank National Association, dated January 25, 2008 (previously Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, filed as and incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008) Whitestone REIT Operating Partnership III LP, Hartman REIT Operating Partnership III LP LTD, Whitestone REIT Operating Partnership III GPLLC and KeyBank National Association, dated January 25, 2008 (previously filed as and incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008) 67 119 79 Table of Contents Exhibit No. Description Whitestone REIT and Subsidiaries Index to Exhibits Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference Whitestone REIT 2008 Long-Term Equity Incentive Ownership Plan (previously filed and incorporated by to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 31, 2008) reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 31, 2008) Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Promissory Note among Whitestone Corporate Park West, LLC and MidFirst Bank dated August 5, 2008 Current Report on Form 8-K, filed December 6, 2006) (previously filed and incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed August 8, 2008) Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010) Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated October 1, 2008 (previously filed and incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.2 to the Registrant’s Current 8-K, filed October 7, 2008) Report on Form 8-K, filed on August 24, 2010) Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated October 1, Articles Supplementary (previously filed and incorporated by reference to Exhibit 3.3 to the Registrant’s Current 2008 (previously filed and incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form Report on Form 8-K, filed on August 24, 2010) 8-K, filed October 7, 2008) Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant's Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated October 1, Current Report on Form 8-K, filed June 27, 2012) 2008 (previously filed and incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, filed October 7, 2008) Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant's Current Report on Form 8-K, filed June 27, 2012) Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated October 1, 2008 (previously filed and incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 8-K, filed October 7, 2008) 3.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008) Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated October 1, Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed as and incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form 2008 (previously filed and incorporated by reference to Exhibit 99.5 to the Registrant’s Current Report on Form 10, filed on April 30, 2003) 8-K, filed October 7, 2008) Certificate of Formation of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and Note among Whitestone Offices LLC and Nationwide Life Insurance Company dated October 1, 2008 (previously incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form filed and incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K, filed October 10, filed on April 30, 2003) 7, 2008) Limited Liability Company Agreement of Whitestone REIT Operating Partnership II GP, LLC (previously filed Floating Rate Promissory Note among Whitestone Industrial-Office LLC and Jackson National Life Insurance as and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities Company dated October 3, 2008 (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s on Form 10, filed on April 30, 2003) Current Report on Form 8-K, filed October 9, 2008) Agreement of Limited Partnership of Whitestone REIT Operating Partnership II, L.P. (previously filed as and Form of Restricted Common Share Award Agreement (Performance Vested) (previously filed and incorporated by incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed January 7, 2009) 10, filed on April 30, 2003) Form of Restricted Common Share Award Agreement (Time Vested) (previously filed and incorporated by Amendment to the Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed in and incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-11, reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed January 7, 2009) Commission File No. 333-111674, filed on December 31, 2003) Form of Restricted Unit Award Agreement (previously filed and incorporated by reference to Exhibit 10.3 to the Promissory Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated March 1, 2007 Registrant’s Current Report on Form 8-K, filed January 7, 2009) (previously filed and incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10- K for the year ended December 31, 2006, filed on March 30, 2007) Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated February 3, 2009 (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, 8-K, filed February 10, 2009) Whitestone REIT Operating Partnership III LP, Hartman REIT Operating Partnership III LP LTD, Whitestone REIT Operating Partnership III GP LLC and KeyBank National Association, dated January 25, 2008 (previously Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated February 3, filed as and incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008) 2009 (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed February 10, 2009) Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated February 3, 2009 (previously filed and incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed February 10, 2009) 67 3.1.1 10.8+ 3.1.2 10.9 3.1.3 10.10 3.1.4 10.11 3.1.5 3.1.6 10.12 3.1.7 10.13 3.2 10.14 10.1 10.2 10.15 10.3 10.16 10.4 10.17+ 10.18+ 10.5 10.19+ 10.6 10.20 10.7 10.21 10.22 120 80 Table of Contents Exhibit No. Description Whitestone REIT and Subsidiaries Index to Exhibits 3.1.1 10.23 3.1.2 10.24 3.1.3 10.25+ 3.1.4 3.1.5 10.26+ 3.1.6 10.27+ 3.1.7 10.28+ 3.2 10.1 10.29 10.2 10.30 10.3 10.31 10.4 10.32 10.5 10.33 10.6 10.34+ 10.7 Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference Promissory Note among Whitestone Centers LLC and Sun Life Assurance Company of Canada dated February 3, to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 31, 2008) 2009 (previously filed and incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed February 10, 2009) Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, filed December 6, 2006) Agreement of Purchase and Sale between Whitestone REIT Operating Partnership, L.P. and Bank One, Chicago, NA, as trustee for Midwest Development Venture IV dated December 18, 2008 (previously filed and incorporated Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant's Current by reference to Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q, filed on May 15, 2009) Report on Form 8-K, filed on August 24, 2010) Trustee Restricted Common Share Grant Agreement (Time Vested) between Whitestone REIT and Daryl J. Carter Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.2 to the Registrant’s Current (previously filed and incorporated by reference to Exhibit 10.9 to Registrant’s Quarterly Report on Form 10-Q, Report on Form 8-K, filed on August 24, 2010) filed on May 15, 2009) Articles Supplementary (previously filed and incorporated by reference to Exhibit 3.3 to the Registrant’s Current Trustee Restricted Common Share Grant Agreement (Time Vested) between Whitestone REIT and Daniel G. Report on Form 8-K, filed on August 24, 2010) DeVos (previously filed and incorporated by reference to Exhibit 10.10 to Registrant’s Quarterly Report on Form 10-Q, filed on May 15, 2009) Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant's Current Report on Form 8-K, filed June 27, 2012) Trustee Restricted Common Share Grant Agreement (Time Vested) between Whitestone REIT and Donald F. Keating (previously filed and incorporated by reference to Exhibit 10.11 to Registrant’s Quarterly Report on Form Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant's 10-Q, filed on May 15, 2009) Current Report on Form 8-K, filed June 27, 2012) Trustee Restricted Common Share Grant Agreement (Time Vested) between Whitestone REIT and Jack L. Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit Mahaffey (previously filed and incorporated by reference to Exhibit 10.12 to Registrant’s Quarterly Report on 3.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008) Form 10-Q, filed on May 15, 2009) Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed as and incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form Promissory Note dated September 10, 2010 between Whitestone REIT Operating Company IV LLC and MidFirst 10, filed on April 30, 2003) Bank (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed September 16, 2010) Certificate of Formation of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form Modification of Promissory Note dated September 10, 2010 between Whitestone REIT Operating Company IV 10, filed on April 30, 2003) LLC and MidFirst Bank (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed September 16, 2010) Limited Liability Company Agreement of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities Limited Guarantee dated September 10, 2010 between Whitestone REIT Operating Company IV LLC and on Form 10, filed on April 30, 2003) MidFirst Bank (previously filed and incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed September 16, 2010) Agreement of Limited Partnership of Whitestone REIT Operating Partnership II, L.P. (previously filed as and incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form Promissory Note between Whitestone Featherwood LLC and Viewpoint Bank dated March 31, 2011 (previously 10, filed on April 30, 2003) filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed April 5, 2011) Amendment to the Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed in and incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on December 31, 2003) Assumption Agreement among U.S. National Bank Association, Scottsdale Pinnacle LP, Howard Bankchik, Steven J. Fogel, Whitestone Pinnacle of Scottsdale, LLC and Whitestone REIT Operating Partnership, LP and Whitestone Promissory Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated March 1, 2007 REIT, dated December 22, 2011 (previously filed and incorporated by reference to Exhibit 10.35 to the Registrant’s (previously filed and incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10- Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012) K for the year ended December 31, 2006, filed on March 30, 2007) First Amendment to the Whitestone REIT 2008 Long-Term Equity Incentive Ownership Plan (previously filed Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, and incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K, filed on March 1, Whitestone REIT Operating Partnership III LP, Hartman REIT Operating Partnership III LP LTD, Whitestone 2011) REIT Operating Partnership III GP LLC and KeyBank National Association, dated January 25, 2008 (previously filed as and incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008) 67 121 81 Table of Contents Exhibit No. Description Whitestone REIT and Subsidiaries Index to Exhibits Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference Separation Agreement between Whitestone REIT and Valarie King (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 31, 2008) to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed August 9, 2012) Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Summary of Relocation Agreement between Whitestone REIT and James C. Mastandrea (previously filed and Current Report on Form 8-K, filed December 6, 2006) incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed August 9, 2012) Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant's Current Separation Agreement between Whitestone REIT and Richard Rollnick (previously filed and incorporated by Report on Form 8-K, filed on August 24, 2010) reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed November 6, 2013) Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.2 to the Registrant’s Current Loan Agreement, dated November 26, 2013, by and between Whitestone Industrial-Office LLC and Jackson Report on Form 8-K, filed on August 24, 2010) National Life Insurance Company (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed December 3, 2013) Articles Supplementary (previously filed and incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on August 24, 2010) Fixed Rate Promissory Note by Whitestone Industrial-Office LLC to Jackson Life National Insurance Company, dated November 26, 2013 (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant’s Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant's Current Report on Form 8-K, filed December 3, 2013) Current Report on Form 8-K, filed June 27, 2012) Employment Agreement between Whitestone REIT and James C. Mastandrea (previously filed and incorporated by Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant's reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed August 29, 2014) Current Report on Form 8-K, filed June 27, 2012) Employment Agreement between Whitestone REIT and David K. Holeman (previously filed and incorporated by Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed August 29, 2014) 3.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008) Change in Control Agreement between Whitestone REIT and John J. Dee (previously filed and incorporated by Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed as and incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed August 29, 2014) 10, filed on April 30, 2003) Change in Control Agreement between Whitestone REIT and Bradford D. Johnson (previously filed and Certificate of Formation of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed August 29, 2014) incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) Amended and Restated Credit Agreement between Whitestone REIT Operating Partnership, L.P. and Bank of Montreal dated November 7, 2014 (previously filed and incorporated by reference to Exhibit 10.1 to the Limited Liability Company Agreement of Whitestone REIT Operating Partnership II GP, LLC (previously filed Registrant’s Current Report on Form 8-K, filed November 12, 2014) as and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) Change in Control Agreement between Whitestone REIT and Christine J. Mastandrea (previously filed and incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K, filed March 2, 2015) Agreement of Limited Partnership of Whitestone REIT Operating Partnership II, L.P. (previously filed as and incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form Form of Restricted Unit Award Agreement (Time Vested) (previously filed and incorporated by reference to Exhibit 10, filed on April 30, 2003) 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 7, 2015) Amendment to the Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed in and incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-11, Amended and Restated Equity Distribution Agreement, dated June 4, 2015, by and among Whitestone REIT, Commission File No. 333-111674, filed on December 31, 2003) Whitestone REIT Operating Partnership, L.P., and Wells Fargo Securities, LLC (previously filed and incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, filed on June 4, 2015) Promissory Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated March 1, 2007 (previously filed and incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10- Amended and Restated Equity Distribution Agreement, dated June 4, 2015, by and among Whitestone REIT, K for the year ended December 31, 2006, filed on March 30, 2007) Whitestone REIT Operating Partnership, L.P., and JMP Securities LLC (previously filed and incorporated by reference to Exhibit 1.2 to the Registrant’s Current Report on Form 8-K, filed on June 4, 2015) Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, Whitestone REIT Operating Partnership III LP, Hartman REIT Operating Partnership III LP LTD, Whitestone REIT Operating Partnership III GP LLC and KeyBank National Association, dated January 25, 2008 (previously filed as and incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008) 67 3.1.1 10.35+ 3.1.2 10.36+ 3.1.3 10.37+ 3.1.4 10.38 3.1.5 10.39 3.1.6 10.40+ 3.1.7 10.41+ 3.2 10.42+ 10.1 10.43+ 10.2 10.44 10.3 10.45+ 10.4 10.46 10.5 10.47 10.6 10.48 10.7 122 82 Table of Contents Exhibit No. Description Whitestone REIT and Subsidiaries Index to Exhibits 3.1.1 10.49 3.1.2 10.50 3.1.3 10.51 3.1.4 3.1.5 10.52 3.1.6 10.53 3.1.7 10.54 3.2 10.1 10.55 10.2 10.56 10.3 10.57 10.4 10.58 10.5 10.6 10.59 10.7 10.60 10.61 Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference Amended and Restated Equity Distribution Agreement, dated June 4, 2015, by and among Whitestone REIT, to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 31, 2008) Whitestone REIT Operating Partnership, L.P., and BMO Capital Markets Corp. (previously filed and incorporated by reference to Exhibit 1.3 to the Registrant’s Current Report on Form 8-K, filed on June 4, 2015) Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Current Report on Form 8-K, filed December 6, 2006) Amended and Restated Equity Distribution Agreement, dated June 4, 2015, by and among Whitestone REIT, Whitestone REIT Operating Partnership, L.P., and Wunderlich Securities, Inc. (previously filed as and incorporated Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant's Current by reference to Exhibit 1.4 to the Registrant’s Current Report on Form 8-K, filed on June 4, 2015) Report on Form 8-K, filed on August 24, 2010) Amended and Restated Equity Distribution Agreement, dated June 4, 2015, by and among Whitestone REIT, Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.2 to the Registrant’s Current Whitestone REIT Operating Partnership, L.P., and Ladenburg Thalmann (previously filed and incorporated by Report on Form 8-K, filed on August 24, 2010) reference to Exhibit 1.5 to the Registrant’s Current Report on Form 8-K, filed on June 4, 2015) Articles Supplementary (previously filed and incorporated by reference to Exhibit 3.3 to the Registrant’s Current Amended and Restated Equity Distribution Agreement, dated June 4, 2015, by and among Whitestone REIT, Report on Form 8-K, filed on August 24, 2010) Whitestone REIT Operating Partnership, L.P., and Robert W. Baird & Co. Incorporated (previously filed and incorporated by reference to Exhibit 1.6 to the Registrant’s Current Report on Form 8-K, filed on June 4, 2015) Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant's Current Report on Form 8-K, filed June 27, 2012) First Amendment to Amended and Restated Credit Agreement between Whitestone REIT Operating Partnership, L.P. and Bank of Montreal dated October 30, 2015 (previously filed and incorporated by reference to Exhibit 10.1 Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant's to the Registrant’s Current Report on Form 8-K, filed November 5, 2015) Current Report on Form 8-K, filed June 27, 2012) Contribution Agreement, dated December 8, 2016, among Whitestone REIT Operating Partnership, L.P., Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit Pillarstone Capital REIT and Pillarstone Capital REIT Operating Partnership LP (previously filed and incorporated 3.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008) by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed December 9, 2016). Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed as and incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form OP Unit Purchase Agreement, dated December 8, 2016, among Whitestone REIT Operating Partnership, L.P., 10, filed on April 30, 2003) Pillarstone Capital REIT and Pillarstone Capital REIT Operating Partnership LP (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed December 9, 2016). Certificate of Formation of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form Second Amendment to Amended and Restated Credit Agreement, Joinder and Reaffirmation of Guaranties, 10, filed on April 30, 2003) dated December 8, 2016, among Whitestone REIT Operating Partnership, L.P., Whitestone REIT, Pillarstone Capital REIT Operating Partnership LP, et al., as guarantors, the lenders party thereto, and Bank of Montreal, as Limited Liability Company Agreement of Whitestone REIT Operating Partnership II GP, LLC (previously filed Administrative Agent (previously filed and incorporated by reference to Exhibit 10.4 to the Registrant’s Current as and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities Report on Form 8-K, filed December 9, 2016). on Form 10, filed on April 30, 2003) Limited Guarantee, dated December 8, 2016, between Pillarstone Capital REIT Operating Partnership LP and Agreement of Limited Partnership of Whitestone REIT Operating Partnership II, L.P. (previously filed as and Bank of Montreal, as Administrative Agent (previously filed and incorporated by reference to Exhibit 10.5 to the incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form Registrant’s Current Report on Form 8-K, filed December 9, 2016). 10, filed on April 30, 2003) Amended and Restated Limited Partnership Agreement of Pillarstone Capital REIT Operating Partnership LP, Amendment to the Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed in and incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-11, dated December 8, 2016 (previously filed and incorporated by reference to Exhibit 10.6 to the Registrant’s Current Commission File No. 333-111674, filed on December 31, 2003) Report on Form 8-K, filed December 9, 2016). Promissory Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated March 1, 2007 Agreement of Purchase and Sale, dated as of March 21, 2017, between Whitestone REIT Operating Partnership, (previously filed and incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10- L.P. and Phase II Boulevard Place, LP (previously filed and incorporated by reference to Exhibit 10.1 to the K for the year ended December 31, 2006, filed on March 30, 2007) Registrant’s Quarterly Report on Form 10-Q, filed on August 4, 2017). Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, Operating Partnership, L.P. and Phase II Boulevard Place, LP (previously filed and incorporated by reference to Whitestone REIT Operating Partnership III LP, Hartman REIT Operating Partnership III LP LTD, Whitestone Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 4, 2017). REIT Operating Partnership III GP LLC and KeyBank National Association, dated January 25, 2008 (previously filed as and incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008) Operating Partnership, L.P. and Phase II Boulevard Place, LP (previously filed and incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed August 4, 2017). 67 123 83 Table of Contents Table of Contents Exhibit No. Description Whitestone REIT and Subsidiaries Index to Exhibits 3.1.1 10.62 10.62+ Articles of Amendment and Restatement of Whitestone REIT (previously filed as and incorporated by reference 2018 Long-Term Equity Incentive Ownership Plan (previously filed as and incorporated by reference to 2018 Long-Term Equity Incentive Ownership Plan (previously filed as and incorporated by reference to Exhibit to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on July 31, 2008) Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on May 12, 2017). 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 12, 2017). 3.1.2 12.1* 12.1* 21.1* 21.1* 3.1.3 23.1* 23.1* 3.1.4 24.1 24.1 31.1* 3.1.5 31.1* 31.2* 31.2* 3.1.6 32.1** 32.1** 32.2** 3.1.7 32.2** Statement of Calculation of Consolidated Ratio of Earnings to Fixed Charges Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3(i).1 to the Registrant’s Statement of Calculation of Consolidated Ratio of Earnings to Fixed Charges Current Report on Form 8-K, filed December 6, 2006) List of subsidiaries of Whitestone REIT List of subsidiaries of Whitestone REIT Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010) Consent of Pannell Kerr Forster of Texas, P.C. Consent of Pannell Kerr Forster of Texas, P.C. Articles of Amendment (previously filed and incorporated by reference to Exhibit 3.2 to the Registrant’s Current Power of Attorney (included on the signature page hereto) Report on Form 8-K, filed on August 24, 2010) Power of Attorney (included on the signature page hereto) Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Articles Supplementary (previously filed and incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on August 24, 2010) Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.1 to the Registrant's Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Current Report on Form 8-K, filed June 27, 2012) Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to the Registrant's Current Report on Form 8-K, filed June 27, 2012) 3.2 101.INS*** Amended and Restated Bylaws of Whitestone REIT (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008) XBRL Instance Document 101. SCH*** XBRL Taxonomy Extension Schema Document 10.1 101.CAL*** Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously filed as and incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB*** XBRL Taxonomy Extension Label Linkbase Document 10.2 Certificate of Formation of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) XBRL Taxonomy Extension Presentation Linkbase Document 101.PRE*** 101.DEF*** 10.3 XBRL Taxonomy Extension Definition Linkbase Document Limited Liability Company Agreement of Whitestone REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) ________________________ 10.4 * ** Filed herewith. Furnished herewith. Agreement of Limited Partnership of Whitestone REIT Operating Partnership II, L.P. (previously filed as and incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003) 10.5 Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL *** Amendment to the Agreement of Limited Partnership of Whitestone REIT Operating Partnership, L.P. (previously (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2017 and 2016, (ii) the filed in and incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-11, Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, Commission File No. 333-111674, filed on December 31, 2003) (iii) the Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 and (v) the Notes to Consolidated Financial Statements. Promissory Note between HCP REIT Operating Company IV LLC and MidFirst Bank, dated March 1, 2007 (previously filed and incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10- K for the year ended December 31, 2006, filed on March 30, 2007) 10.6 10.7 Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part Term Loan Agreement among Whitestone REIT Operating Partnership, L.P., Whitestone Pima Norte LLC, of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are Whitestone REIT Operating Partnership III LP, Hartman REIT Operating Partnership III LP LTD, Whitestone deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not REIT Operating Partnership III GP LLC and KeyBank National Association, dated January 25, 2008 (previously subject to liability under those sections. filed as and incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 31, 2008) + Denotes management contract or compensatory plan or arrangement. 124 84 67 72 This page intentionally left blank This page intentionally left blank CORPORATE HEADQUARTERS Whitestone REIT 2600 South Gessner Road, Suite 500 Houston, TX 77063 Toll Free: 866-789-7348 Phone: 713-827-9595 Email: IR@whitestonereit.com Website: www.whitestonereit.com INVESTOR RELATIONS Shareholders are encouraged to contact Kevin Reed, Director of Investor Relations, at the Company with questions or requests for information. A copy of the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission is included as part of this annual report and is available upon written request and online at the SEC website: www.sec.gov REGISTRAR & TRANSFER AGENT American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, New York 11219 ACCOUNT MAINTENANCE INQUIRES SHOULD BE DIRECTED TO AST Shareholder Services Department 888-999-0027 718-921-8200 CORPORATE INFORMATION BOARD OF TRUSTEES JAMES C. MASTANDREA, Chairman and Chief Executive Officer, Whitestone REIT; Chairman, Chief Executive Officer and President, Pillarstone Capital REIT and MDC Realty Corporation; former Chairman and Chief Executive Officer of First Union REIT (NYSE); Director, Cleveland State University Foundation Board; Adjunct Professor, Rice University; Guest Lecturer, University of Chicago. NANDITA V. BERRY, Former 109th Texas Secretary of State; former Board Member of the University of Houston System Board of Regents; former Senior Counsel of Locke Lord LLP and El Paso Energy Corporation, former Board Member of the Houston Zoo, Inc., the South Asian Chamber of Commerce and the Community Family Center of Houston; Adjunct Professor, University of Houston. DONALD F. KEATING, Former Chief Financial Officer, Shell Mining Company; former Director, Billiton Metal Company, R&F Coal Company and Marrowbone Coal Company. PAUL T. LAMBERT, President, Lambert Capital Corporation; former Principal and Managing Partner, Shidler Group; Founder and former Director and Chief Operating Officer, First Industrial Realty Trust; Trustee, Pillarstone Capital REIT. NAJEEB A. KHAN, Founder, President and Chief Executive Officer of Interlogic Outsourcing, Inc. (“IOI” is the successor to Interlogic Systems, Inc. “ISI”); former Vice President of Commercial Services, Midwest Commerce Data Corporation; Chairman and Chief Executive Officer of CNA UniSource; Director of 1st Source Bank; former Trustee of Memorial Health Foundation, The Community Foundation of St. Joseph County, WNIT public television, and Studebaker Museum. JACK L. MAHAFFEY, Former Chairman, President and Chief Executive Officer, Shell Mining Company, Former Director, National Coal Association and the National Coal Council. DAVID F. TAYLOR, Current Chair, of Locke Lord LLP; Managing Partner of Houston office of Locke Lord, LLP. Board of the Greater Houston Partnership, Central Houston, Inc, Theatre Under the Stars, and Oldham Little Church Foundation. SENIOR MANAGEMENT TEAM JAMES C. MASTANDREA, Chairman and Chief Executive Officer DAVID K. HOLEMAN, Chief Financial Officer JOHN J. DEE, Chief Operating Officer BRADFORD D. JOHNSON, Executive Vice President, Acquisitions & Asset Management CHRISTINE J. MASTANDREA, Executive Vice President, Corporate Strategy KEVIN REED, Director of Investor Relations J. SCOTT HOGAN, Vice President and Controller VINCE MOUER, Corporate Counsel TRAVIS L. RODGERS, Director of Operations MICHELLE SIV, Director of Human Resources DANIEL P. KOVACEVIC, Regional Vice President, Southwest Region DIANA ARMSTRONG, Regional Director, Houston Region MATT OKMIN, Division Director, Austin/San Antonio DAVE SPAGNOLO, Division Director, Dallas/Fort Worth AUSTIN Davenport Village • Quinlan Crossing • Parkside Village North • Parkside Village South DALLAS Heritage Trace Plaza • Shops at Starwood • Headquarters Village • Keller Place • Eldorado Plaza HOUSTON BLVD Place • Williams Trace Plaza • The Shops at Williams Trace • South Richey • Shaver Street Center • Bissonnet Beltway Plaza • Westchase Plaza • Sunridge Center • Town Park Plaza • Providence Plaza • Sugar Park Plaza • Kempwood Plaza • Torrey Square • Lion Square • Woodlake Plaza PHOENIX Fulton Ranch Towne Center • Promenade at Fulton Ranch • Gilbert Tuscany Village • Ahwatukee Plaza • Pinnacle of Scottsdale • Sunset at Pinnacle Peak • Village Square at Dana Park • Fountain Square • Shops at Pecos Ranch • Mercado at Scottsdale Ranch • Pima Norte • The Citadel • Marketplace at Central • Desert Canyon • Terravita Marketplace • Paradise Plaza • Anthem Marketplace • Fountain Hills Plaza • Market Street at DC Ranch • La Mirada Center • Scottsdale Seville SAN ANTONIO City View Village • The Strand at Huebner Oaks • Windsor Park Centre CHICAGO Spoerlein Commons WS R LISTED NYSE HOUSTON CORPORATE HEADQUARTERS: 2600 South Gessner Road, Suite 500, Houston, TX 77063 | Toll Free 866.789.7348 ARIZONA REGIONAL OFFICE: 20789 North Pima Road, Suite 210, Scottsdale, AZ 85255 | Phone 480.584.6181 DALLAS DIVISION OFFICE: 4144 North Central Expressway, Suite 610, Dallas, TX 75204 | Phone 214.824.7888 AUSTIN DIVISION OFFICE: 3801 North Capital of Texas Highway, Suite E-205, Austin, TX 78746 | Phone 512.992.1507 SAN ANTONIO DIVISION OFFICE: 11225 Huebner Road, San Antonio, TX 78230 | Phone 210.437.3037 www.whitestonereit.com

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