|
(Mark One)
|
[x]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2012
|
OR
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
____________
to
____________
|
Maryland
|
|
76-0594970
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Class
|
|
Outstanding as of August 2, 2012
|
Common Shares, $0.001 par value
|
|
12,007,302 Shares
|
Item 1.
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
Item 2.
|
|
|
||
Item 3.
|
|
|
||
Item 4.
|
|
|
Item 1.
|
|
|
||
Item 1A.
|
|
|
||
Item 2.
|
|
|
||
Item 3.
|
|
|
||
Item 4.
|
|
|
||
Item 5.
|
|
|
||
Item 6.
|
|
|
||
|
|
|
||
|
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
|
(unaudited)
|
|
|
||||
ASSETS
|
||||||||
Real estate assets, at cost
|
|
|
|
|
||||
Property
|
|
$
|
304,517
|
|
|
$
|
292,360
|
|
Accumulated depreciation
|
|
(48,999
|
)
|
|
(45,472
|
)
|
||
Total real estate assets
|
|
255,518
|
|
|
246,888
|
|
||
Cash and cash equivalents
|
|
3,863
|
|
|
5,695
|
|
||
Marketable securities
|
|
2,786
|
|
|
5,131
|
|
||
Escrows and acquisition deposits
|
|
3,767
|
|
|
4,996
|
|
||
Accrued rents and accounts receivable, net of allowance for doubtful accounts
|
|
6,727
|
|
|
6,053
|
|
||
Unamortized lease commissions and loan costs
|
|
4,495
|
|
|
3,755
|
|
||
Prepaid expenses and other assets
|
|
1,481
|
|
|
975
|
|
||
Total assets
|
|
$
|
278,637
|
|
|
$
|
273,493
|
|
LIABILITIES AND EQUITY
|
||||||||
Liabilities:
|
|
|
|
|
||||
Notes payable
|
|
$
|
140,051
|
|
|
$
|
127,890
|
|
Accounts payable and accrued expenses
|
|
7,034
|
|
|
9,017
|
|
||
Tenants' security deposits
|
|
2,393
|
|
|
2,232
|
|
||
Dividends and distributions payable
|
|
3,655
|
|
|
3,647
|
|
||
Total liabilities
|
|
153,133
|
|
|
142,786
|
|
||
Commitments and contingencies:
|
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
|
||||
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding at June 30, 2012 and December 31, 2011, respectively
|
|
—
|
|
|
—
|
|
||
Class A common shares, $0.001 par value per share; 50,000,000 shares authorized; 0 and 2,603,292 issued and outstanding as of June 30, 2012 and December 31, 2011, respectively
|
|
—
|
|
|
2
|
|
||
Class B common shares, $0.001 par value per share; 350,000,000 shares authorized; 12,024,821 and 8,834,563 issued and outstanding as of June 30, 2012 and December 31, 2011, respectively
|
|
10
|
|
|
8
|
|
||
Additional paid-in capital
|
|
164,231
|
|
|
158,127
|
|
||
Accumulated other comprehensive loss
|
|
(497
|
)
|
|
(1,119
|
)
|
||
Accumulated deficit
|
|
(46,639
|
)
|
|
(41,060
|
)
|
||
Total Whitestone REIT shareholders' equity
|
|
117,105
|
|
|
115,958
|
|
||
Noncontrolling interest in subsidiary
|
|
8,399
|
|
|
14,749
|
|
||
Total equity
|
|
125,504
|
|
|
130,707
|
|
||
Total liabilities and equity
|
|
$
|
278,637
|
|
|
$
|
273,493
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Property revenues
|
|
|
|
|
|
|
|
|
||||||||
Rental revenues
|
|
$
|
8,523
|
|
|
$
|
6,705
|
|
|
$
|
16,651
|
|
|
$
|
13,376
|
|
Other revenues
|
|
2,464
|
|
|
1,365
|
|
|
4,762
|
|
|
2,780
|
|
||||
Total property revenues
|
|
10,987
|
|
|
8,070
|
|
|
21,413
|
|
|
16,156
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Property expenses
|
|
|
|
|
|
|
|
|
||||||||
Property operation and maintenance
|
|
2,759
|
|
|
1,998
|
|
|
5,111
|
|
|
3,952
|
|
||||
Real estate taxes
|
|
1,503
|
|
|
1,108
|
|
|
2,813
|
|
|
2,128
|
|
||||
Total property expenses
|
|
4,262
|
|
|
3,106
|
|
|
7,924
|
|
|
6,080
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other expenses (income)
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
|
1,863
|
|
|
1,778
|
|
|
3,504
|
|
|
3,242
|
|
||||
Depreciation and amortization
|
|
2,663
|
|
|
1,976
|
|
|
5,207
|
|
|
3,965
|
|
||||
Interest expense
|
|
1,734
|
|
|
1,445
|
|
|
3,446
|
|
|
2,847
|
|
||||
Interest, dividend and other investment income
|
|
(83
|
)
|
|
(55
|
)
|
|
(153
|
)
|
|
(115
|
)
|
||||
Total other expense
|
|
6,177
|
|
|
5,144
|
|
|
12,004
|
|
|
9,939
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before loss on disposal of assets and income taxes
|
|
548
|
|
|
(180
|
)
|
|
1,485
|
|
|
137
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
|
(70
|
)
|
|
(58
|
)
|
|
(135
|
)
|
|
(111
|
)
|
||||
Loss on sale or disposal of assets
|
|
(16
|
)
|
|
—
|
|
|
(28
|
)
|
|
(18
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
462
|
|
|
(238
|
)
|
|
1,322
|
|
|
8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
31
|
|
|
(42
|
)
|
|
98
|
|
|
1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Whitestone REIT
|
|
$
|
431
|
|
|
$
|
(196
|
)
|
|
$
|
1,224
|
|
|
$
|
7
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Basic and Diluted Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.10
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
11,746
|
|
|
8,520
|
|
|
11,685
|
|
|
7,008
|
|
||||
Diluted
|
|
11,754
|
|
|
8,520
|
|
|
11,696
|
|
|
7,008
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared per common share / OP unit
|
|
$
|
0.2850
|
|
|
$
|
0.2850
|
|
|
$
|
0.5700
|
|
|
$
|
0.5700
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
462
|
|
|
$
|
(238
|
)
|
|
$
|
1,322
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive gain (loss)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale marketable securities
|
|
33
|
|
|
(209
|
)
|
|
799
|
|
|
(209
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss)
|
|
495
|
|
|
(447
|
)
|
|
2,121
|
|
|
(201
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
30
|
|
|
(78
|
)
|
|
157
|
|
|
(41
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss) attributable to Whitestone REIT
|
|
$
|
465
|
|
|
$
|
(369
|
)
|
|
$
|
1,964
|
|
|
$
|
(160
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
Additional
|
|
|
|
Other
|
|
Total
|
|
Noncontrolling
|
|
|
|||||||||||||||||||||||||
|
|
Common Shares
|
|
Common Shares
|
|
Paid-In
|
|
Accumulated
|
|
Comprehensive
|
|
Shareholders'
|
|
interests
|
|
Total
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Loss
|
|
Equity
|
|
Units
|
|
Dollars
|
|
Equity
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2011
|
|
2,603
|
|
|
$
|
2
|
|
|
8,835
|
|
|
$
|
8
|
|
|
$
|
158,127
|
|
|
$
|
(41,060
|
)
|
|
$
|
(1,119
|
)
|
|
$
|
115,958
|
|
|
1,361
|
|
|
$
|
14,749
|
|
|
$
|
130,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Exchange of noncontrolling interest OP units and Class A common shares for Class B common shares
|
|
(2,605
|
)
|
|
(2
|
)
|
|
3,180
|
|
|
2
|
|
|
6,224
|
|
|
—
|
|
|
(118
|
)
|
|
6,106
|
|
|
(575
|
)
|
|
(6,106
|
)
|
|
—
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Exchange offer costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(334
|
)
|
|
—
|
|
|
—
|
|
|
(334
|
)
|
|
—
|
|
|
—
|
|
|
(334
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Share-based compensation
|
|
2
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,803
|
)
|
|
—
|
|
|
(6,803
|
)
|
|
—
|
|
|
(401
|
)
|
|
(7,204
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Unrealized gain on change in fair value of available-for-sale marketable securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
740
|
|
|
740
|
|
|
—
|
|
|
59
|
|
|
799
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,224
|
|
|
—
|
|
|
1,224
|
|
|
—
|
|
|
98
|
|
|
1,322
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance June 30, 2012
|
|
—
|
|
|
$
|
—
|
|
|
12,025
|
|
|
$
|
10
|
|
|
$
|
164,231
|
|
|
$
|
(46,639
|
)
|
|
$
|
(497
|
)
|
|
$
|
117,105
|
|
|
786
|
|
|
$
|
8,399
|
|
|
$
|
125,504
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
1,322
|
|
|
$
|
8
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
4,573
|
|
|
3,736
|
|
||
Amortization of deferred loan costs
|
|
634
|
|
|
229
|
|
||
Gain on sale of marketable securities
|
|
(32
|
)
|
|
(38
|
)
|
||
Loss on sale or disposal of assets
|
|
28
|
|
|
18
|
|
||
Bad debt expense
|
|
358
|
|
|
214
|
|
||
Share-based compensation
|
|
266
|
|
|
155
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Escrows and acquisition deposits
|
|
1,229
|
|
|
1,986
|
|
||
Accrued rents and accounts receivable
|
|
(1,064
|
)
|
|
(544
|
)
|
||
Unamortized lease commissions
|
|
(600
|
)
|
|
(402
|
)
|
||
Prepaid expenses and other assets
|
|
298
|
|
|
495
|
|
||
Accounts payable and accrued expenses
|
|
(1,917
|
)
|
|
(1,758
|
)
|
||
Tenants' security deposits
|
|
161
|
|
|
49
|
|
||
Net cash provided by operating activities
|
|
5,256
|
|
|
4,148
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
||||
Acquisitions of real estate
|
|
(6,400
|
)
|
|
(8,650
|
)
|
||
Additions to real estate
|
|
(6,465
|
)
|
|
(2,066
|
)
|
||
Investments in marketable securities
|
|
(750
|
)
|
|
(10,461
|
)
|
||
Proceeds from sales of marketable securities
|
|
3,926
|
|
|
909
|
|
||
Net cash used in investing activities
|
|
(9,689
|
)
|
|
(20,268
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Distributions paid to common shareholders
|
|
(6,684
|
)
|
|
(3,737
|
)
|
||
Distributions paid to OP unit holders
|
|
(559
|
)
|
|
(1,030
|
)
|
||
Proceeds from issuance of common shares
|
|
—
|
|
|
60,066
|
|
||
Payments of exchange offer costs
|
|
(306
|
)
|
|
—
|
|
||
Proceeds from notes payable
|
|
13,156
|
|
|
2,905
|
|
||
Repayments of notes payable
|
|
(1,819
|
)
|
|
(1,540
|
)
|
||
Payments of loan origination costs
|
|
(1,187
|
)
|
|
(359
|
)
|
||
Net cash provided by financing activities
|
|
2,601
|
|
|
56,305
|
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
(1,832
|
)
|
|
40,185
|
|
||
Cash and cash equivalents at beginning of period
|
|
5,695
|
|
|
17,591
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
3,863
|
|
|
$
|
57,776
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
3,375
|
|
|
$
|
2,838
|
|
Cash paid for taxes
|
|
$
|
225
|
|
|
$
|
215
|
|
Non cash investing and financing activities:
|
|
|
|
|
||||
Disposal of fully depreciated real estate
|
|
$
|
523
|
|
|
$
|
21
|
|
Financed insurance premiums
|
|
780
|
|
|
649
|
|
||
Value of shares issued under dividend reinvestment plan
|
|
45
|
|
|
—
|
|
||
Accrued offering costs
|
|
28
|
|
|
305
|
|
||
Value of Class B shares exchanged for OP units
|
|
6,224
|
|
|
—
|
|
||
Change in fair value of available-for-sale securities
|
|
799
|
|
|
(209
|
)
|
|
|
June 30, 2012
|
||||||||||||||
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income
|
|
Losses in Accumulated Other Comprehensive Income
|
|
Estimated Fair Value
|
||||||||
Real estate common stock
|
|
$
|
3,316
|
|
|
$
|
1
|
|
|
$
|
(531
|
)
|
|
$
|
2,786
|
|
Total available-for-sale securities
|
|
$
|
3,316
|
|
|
$
|
1
|
|
|
$
|
(531
|
)
|
|
$
|
2,786
|
|
|
|
December 31, 2011
|
||||||||||||||
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income
|
|
Losses in Accumulated Other Comprehensive Income
|
|
Estimated Fair Value
|
||||||||
Exchange-traded fund
|
|
$
|
301
|
|
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
264
|
|
Real estate sector mutual funds
|
|
351
|
|
|
—
|
|
|
(55
|
)
|
|
296
|
|
||||
Real estate common stock
|
|
5,808
|
|
|
—
|
|
|
(1,237
|
)
|
|
4,571
|
|
||||
Total available-for-sale securities
|
|
$
|
6,460
|
|
|
$
|
—
|
|
|
$
|
(1,329
|
)
|
|
$
|
5,131
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
|
|
|
|
||||
Tenant receivables
|
|
$
|
3,362
|
|
|
$
|
1,914
|
|
Accrued rents and other recoveries
|
|
4,989
|
|
|
5,505
|
|
||
Allowance for doubtful accounts
|
|
(1,624
|
)
|
|
(1,366
|
)
|
||
Total
|
|
$
|
6,727
|
|
|
$
|
6,053
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
|
|
|
|
||||
Leasing commissions
|
|
$
|
5,193
|
|
|
$
|
5,326
|
|
Deferred financing cost
|
|
4,315
|
|
|
2,916
|
|
||
Total cost
|
|
9,508
|
|
|
8,242
|
|
||
Less: leasing commissions accumulated amortization
|
|
(2,760
|
)
|
|
(2,861
|
)
|
||
Less: deferred financing cost accumulated amortization
|
|
(2,253
|
)
|
|
(1,626
|
)
|
||
Total cost, net of accumulated amortization
|
|
$
|
4,495
|
|
|
$
|
3,755
|
|
Description
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
Fixed rate notes
|
|
|
|
|
||||
$1.4 million 5.00% Note, due 2012
|
|
$
|
1,352
|
|
|
$
|
1,318
|
|
$14.1 million 5.695% Note, due 2013
|
|
13,993
|
|
|
14,110
|
|
||
$3.0 million 6.00% Note, due 2021
(1)
|
|
2,961
|
|
|
2,978
|
|
||
$10.0 million 6.04% Note, due 2014
|
|
9,235
|
|
|
9,326
|
|
||
$1.5 million 6.50% Note, due 2014
|
|
1,458
|
|
|
1,471
|
|
||
$11.2 million 6.52% Note, due 2015
|
|
10,688
|
|
|
10,763
|
|
||
$21.4 million 6.53% Notes, due 2013
|
|
19,200
|
|
|
19,524
|
|
||
$24.5 million 6.56% Note, due 2013
|
|
23,370
|
|
|
23,597
|
|
||
$9.9 million 6.63% Notes, due 2014
|
|
9,075
|
|
|
9,221
|
|
||
$0.7 million 2.97% Note, due 2012
|
|
367
|
|
|
23
|
|
||
Floating rate notes
|
|
|
|
|
|
|||
Unsecured line of credit, LIBOR plus 2.75% to 3.75%, due 2015
|
|
24,200
|
|
|
11,000
|
|
||
$26.9 million, LIBOR plus 2.86%, due 2013
|
|
24,152
|
|
|
24,559
|
|
||
|
|
$
|
140,051
|
|
|
$
|
127,890
|
|
(1)
|
The
6.00%
interest rate is fixed through March 30, 2016. On March 31, 2016 the interest rate will reset to the rate of interest for a
five
year balloon note with a
thirty
year amortization as published by the Federal Home Loan Bank.
|
|
|
Amount Due
|
||
Year
|
|
(in thousands)
|
||
|
|
|
||
2012
|
|
$
|
3,207
|
|
2013
|
|
80,326
|
|
|
2014
|
|
19,191
|
|
|
2015
|
|
34,515
|
|
|
2016
|
|
48
|
|
|
Thereafter
|
|
2,764
|
|
|
Total
|
|
$
|
140,051
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
|
$
|
462
|
|
|
$
|
(238
|
)
|
|
$
|
1,322
|
|
|
$
|
8
|
|
Less: Net (income) loss attributable to noncontrolling interests
|
|
(31
|
)
|
|
42
|
|
|
(98
|
)
|
|
(1
|
)
|
||||
Distributions paid on unvested restricted shares
|
|
(2
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(10
|
)
|
||||
Undistributed earnings attributable to unvested restricted shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
429
|
|
|
$
|
(200
|
)
|
|
$
|
1,218
|
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares - basic
|
|
11,746
|
|
|
8,520
|
|
|
11,685
|
|
|
7,008
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Unvested restricted shares
|
|
8
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Weighted average number of common shares - dilutive
|
|
11,754
|
|
|
8,520
|
|
|
11,696
|
|
|
7,008
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.10
|
|
|
$
|
—
|
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.04
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.10
|
|
|
$
|
—
|
|
•
|
Reimbursement of Mr. Mastandrea of the amount, if any, by which the sales price for the sale of the Residence is less than
$2,450,000
(the “Sales Price Shortfall”) upon sale of the Residence (the “Shortfall Reimbursement”);
|
•
|
Payment to Mr. Mastandrea of an amount equal to the amount of any Shortfall Reimbursement divided by the net difference of one (
1
) minus the maximum U.S. federal income tax rate in effect at the time of the sale of the Residence, less the Shortfall Reimbursement (the “Tax Payment”);
|
•
|
Payment of the sum of the Shortfall Reimbursement and Tax Payment (the “Lump Sum Payment”) as follows: (1) Cash within five (
5
) business days after the sale of the Residence (the “Cash Payment”); and (2) Company common shares, with the number of common shares being equal to the Lump Sum Payment, minus the Cash Payment, divided by the last sale price of the common shares on the New York Stock Exchange on the day of the sale of the Residence, with the proportion of the Lump Sum Payment to be paid in cash and common shares being determined upon agreement between Mr. Mastandrea and the Compensation Committee at the time of the sale of the Residence;
|
•
|
Payment of housing expenses in Houston, Texas for a period of
one
(1) year following the sale of the Residence; and
|
•
|
Payment of out of pocket moving costs including packing, temporary storage, transportation and moving supplies.
|
|
|
Class A Common Shareholders
(1)
|
|
Class B Common Shareholders
(1)
|
|
Noncontrolling OP Unit Holders
|
|
Total
|
||||||||||||||||||||
Quarter Paid
|
|
Distributions Per Common Share
|
|
Total Amount Paid
|
|
Distributions Per Common Share
|
|
Total Amount Paid
|
|
Distributions Per OP Unit
|
|
Total Amount Paid
|
|
Total Amount Paid
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Second Quarter
|
|
$
|
0.2850
|
|
|
$
|
477
|
|
|
$
|
0.2850
|
|
|
$
|
2,885
|
|
|
$
|
0.2850
|
|
|
$
|
258
|
|
|
$
|
3,620
|
|
First Quarter
|
|
0.2850
|
|
|
562
|
|
|
0.2850
|
|
|
2,760
|
|
|
0.2850
|
|
|
301
|
|
|
3,623
|
|
|||||||
Total
|
|
$
|
0.5700
|
|
|
$
|
1,039
|
|
|
$
|
0.5700
|
|
|
$
|
5,645
|
|
|
$
|
0.5700
|
|
|
$
|
559
|
|
|
$
|
7,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
807
|
|
|
$
|
0.2850
|
|
|
$
|
2,386
|
|
|
$
|
0.2850
|
|
|
$
|
430
|
|
|
$
|
3,623
|
|
Third Quarter
|
|
0.2850
|
|
|
974
|
|
|
0.2850
|
|
|
2,141
|
|
|
0.2850
|
|
|
514
|
|
|
3,629
|
|
|||||||
Second Quarter
|
|
0.2850
|
|
|
989
|
|
|
0.2850
|
|
|
1,132
|
|
|
0.2850
|
|
|
515
|
|
|
2,636
|
|
|||||||
First Quarter
|
|
0.2850
|
|
|
989
|
|
|
0.2850
|
|
|
627
|
|
|
0.2850
|
|
|
515
|
|
|
2,131
|
|
|||||||
Total
|
|
$
|
1.1400
|
|
|
$
|
3,759
|
|
|
$
|
1.1400
|
|
|
$
|
6,286
|
|
|
$
|
1.1400
|
|
|
$
|
1,974
|
|
|
$
|
12,019
|
|
(1)
|
Effective June 27, 2012, each outstanding Class A common share was reclassified into one Class B common share, and the Class B common shares were redesignated as "common shares."
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
(1)
|
|||
Non-vested at January 1, 2012
|
|
504,023
|
|
|
$
|
12.48
|
|
Granted
|
|
57,915
|
|
|
12.79
|
|
|
Vested
|
|
(13,853
|
)
|
|
13.89
|
|
|
Forfeited
|
|
(8,007
|
)
|
|
11.18
|
|
|
Non-vested as of June 30, 2012
|
|
540,078
|
|
|
$
|
12.50
|
|
Available for grant at June 30, 2012
|
|
1,195,730
|
|
|
|
(1)
|
The fair value of the common shares granted before trading of the common shares commenced on the NYSE MKT on August 25, 2010 were determined based on observable market transactions occurring near the date of the grants. The fair value of the common shares granted subsequent to August 25, 2010 were determined using Level 1 inputs under FASB ASC 820. Level 1 inputs represent quoted prices available in an active market for identical investments as of the reporting date.
|
|
|
Shares Granted
|
|
Shares Vested
|
||||||||||
|
|
Non-Vested Shares Issued
|
|
Weighted-Average Grant-Date Fair Value
|
|
Vested Shares
|
|
Total Vest-Date Fair Value
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Six months ended June 30, 2012
|
|
57,915
|
|
|
$
|
12.79
|
|
|
(13,853
|
)
|
|
$
|
192
|
|
Year ended December 31, 2011
|
|
—
|
|
|
—
|
|
|
(5,169
|
)
|
|
80
|
|
||
Year ended December 31, 2010
|
|
31,858
|
|
|
14.09
|
|
|
(55,699
|
)
|
|
695
|
|
||
Year ended December 31, 2009
|
|
600,731
|
|
|
12.37
|
|
|
—
|
|
|
—
|
|
•
|
the imposition of federal taxes if we fail to qualify as a REIT in any taxable year or forego an opportunity to ensure REIT status;
|
•
|
uncertainties related to the national economy, the real estate industry in general and in our specific markets;
|
•
|
legislative or regulatory changes, including changes to laws governing REITs;
|
•
|
adverse economic or real estate developments in Texas, Arizona or Illinois;
|
•
|
increases in interest rates and operating costs;
|
•
|
inability to obtain necessary outside financing;
|
•
|
decreases in rental rates or increases in vacancy rates;
|
•
|
litigation risks;
|
•
|
lease-up risks;
|
•
|
inability to renew tenants or obtain new tenants upon the expiration of existing leases;
|
•
|
inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and
|
•
|
the potential need to fund tenant improvements or other capital expenditures out of operating cash flow.
|
•
|
twenty-three retail centers containing approximately
1.6 million
square feet of gross leasable area and having a total carrying value (net of accumulated depreciation) of
$153.0 million
;
|
•
|
seven office centers containing approximately
0.6 million
square feet of gross leasable area and having a total carrying value (net of accumulated depreciation) of
$43.8 million
; and
|
•
|
eleven office/flex centers containing approximately
1.2 million
square feet of gross leasable area and having a total carrying value (net of accumulated depreciation) of
$40.4 million
.
|
•
|
three retail Community Centered Properties containing approximately
0.2 million
square feet of gross leasable area and having a total carrying value (net of accumulated depreciation) of
$15.3 million
; and
|
•
|
two parcels of land held for future development having a total carrying value of
$3.0 million
.
|
|
|
Three Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Number of properties owned and operated
|
|
46
|
|
|
40
|
|
||
Aggregate gross leasable area (sq. ft.)
(1)
|
|
3,636,838
|
|
|
3,273,968
|
|
||
Ending occupancy rate - operating portfolio
(2)
|
|
87
|
%
|
|
84
|
%
|
||
Ending occupancy rate - all properties
|
|
87
|
%
|
|
81
|
%
|
||
|
|
|
|
|
||||
Total property revenues
|
|
$
|
10,987
|
|
|
$
|
8,070
|
|
Total property expenses
|
|
4,262
|
|
|
3,106
|
|
||
Total other expenses
|
|
6,177
|
|
|
5,144
|
|
||
Provision for income taxes
|
|
70
|
|
|
58
|
|
||
Loss on disposal of assets
|
|
16
|
|
|
—
|
|
||
Net income
|
|
462
|
|
|
(238
|
)
|
||
Less: Net income attributable to noncontrolling interests
|
|
31
|
|
|
(42
|
)
|
||
Net income attributable to Whitestone REIT
|
|
$
|
431
|
|
|
$
|
(196
|
)
|
|
|
|
|
|
||||
Funds from operations
(3)
|
|
$
|
2,732
|
|
|
$
|
1,589
|
|
Property net operating income
(4)
|
|
6,725
|
|
|
4,964
|
|
||
Distributions paid on common shares and OP units
|
|
3,620
|
|
|
2,636
|
|
||
Per common share and OP unit
|
|
$
|
0.2850
|
|
|
$
|
0.2850
|
|
Distributions paid as a % of funds from operations
|
|
133
|
%
|
|
166
|
%
|
(1)
|
During the first quarter of 2012, we concluded that approximately 2,029 square feet at our Lion Square location was no longer leasable, therefore, such area is no longer included in the gross leasable area as of March 31, 2012.
|
(2)
|
Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.
|
(3)
|
For a reconciliation of funds from operations to net income, see "Funds From Operations" below.
|
(4)
|
For a reconciliation of property net operating income to net income, see "Property Net Operating Income" below.
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2012
|
|
2011
|
|
Change
|
|
% Change
|
|||||||
Real estate taxes
|
|
$
|
1,503
|
|
|
$
|
1,108
|
|
|
$
|
395
|
|
|
36
|
%
|
Utilities
|
|
713
|
|
|
586
|
|
|
127
|
|
|
22
|
%
|
|||
Contract services
|
|
671
|
|
|
563
|
|
|
108
|
|
|
19
|
%
|
|||
Repairs and maintenance
|
|
482
|
|
|
260
|
|
|
222
|
|
|
85
|
%
|
|||
Bad debt
|
|
226
|
|
|
145
|
|
|
81
|
|
|
56
|
%
|
|||
Labor and other
|
|
667
|
|
|
444
|
|
|
223
|
|
|
50
|
%
|
|||
Total property expenses
|
|
$
|
4,262
|
|
|
$
|
3,106
|
|
|
$
|
1,156
|
|
|
37
|
%
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
|
Same Store
|
|
New Store
|
|
Total
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Property revenues
|
|
$
|
8,383
|
|
|
$
|
7,943
|
|
|
$
|
2,604
|
|
|
$
|
127
|
|
|
$
|
10,987
|
|
|
$
|
8,070
|
|
Property expenses
|
|
3,574
|
|
|
3,048
|
|
|
688
|
|
|
58
|
|
|
4,262
|
|
|
3,106
|
|
||||||
Property net operating income
|
|
$
|
4,809
|
|
|
$
|
4,895
|
|
|
$
|
1,916
|
|
|
$
|
69
|
|
|
$
|
6,725
|
|
|
$
|
4,964
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2012
|
|
2011
|
|
Change
|
|
% Change
|
|||||||
General and administrative
|
|
$
|
1,863
|
|
|
$
|
1,778
|
|
|
$
|
85
|
|
|
5
|
%
|
Depreciation and amortization
|
|
2,663
|
|
|
1,976
|
|
|
687
|
|
|
35
|
%
|
|||
Interest expense
|
|
1,734
|
|
|
1,445
|
|
|
289
|
|
|
20
|
%
|
|||
Interest, dividend and other investment income
|
|
(83
|
)
|
|
(55
|
)
|
|
(28
|
)
|
|
51
|
%
|
|||
Total other expenses
|
|
$
|
6,177
|
|
|
$
|
5,144
|
|
|
$
|
1,033
|
|
|
20
|
%
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2012
|
|
2011
|
||||
Number of properties owned and operated
|
|
46
|
|
|
40
|
|
||
Aggregate gross leasable area (sq. ft.)
(1)
|
|
3,636,838
|
|
|
3,273,968
|
|
||
Ending occupancy rate - operating portfolio
(2)
|
|
87
|
%
|
|
84
|
%
|
||
Ending occupancy rate - all properties
|
|
87
|
%
|
|
81
|
%
|
||
|
|
|
|
|
||||
Total property revenues
|
|
$
|
21,413
|
|
|
$
|
16,156
|
|
Total property expenses
|
|
7,924
|
|
|
6,080
|
|
||
Total other expenses
|
|
12,004
|
|
|
9,939
|
|
||
Provision for income taxes
|
|
135
|
|
|
111
|
|
||
Loss on disposal of assets
|
|
28
|
|
|
18
|
|
||
Net income
|
|
1,322
|
|
|
8
|
|
||
Less: Net income attributable to noncontrolling interests
|
|
98
|
|
|
1
|
|
||
Net income attributable to Whitestone REIT
|
|
$
|
1,224
|
|
|
$
|
7
|
|
|
|
|
|
|
||||
Funds from operations
(3)
|
|
$
|
5,853
|
|
|
$
|
3,703
|
|
Property net operating income
(4)
|
|
13,489
|
|
|
10,076
|
|
||
Distributions paid on common shares and OP units
|
|
7,243
|
|
|
4,767
|
|
||
Per common share and OP unit
|
|
$
|
0.5700
|
|
|
$
|
0.5700
|
|
Distributions paid as a % of funds from operations
|
|
124
|
%
|
|
129
|
%
|
(1)
|
During the first quarter of 2012, we concluded that approximately 2,029 square feet at our Lion Square location was no longer leasable, therefore such area is no longer included in the gross leasable area as of March 31, 2012.
|
(2)
|
Excludes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redevelopment or re-tenanting.
|
(3)
|
For a reconciliation of funds from operations to net income, see "Funds From Operations" below.
|
(4)
|
For a reconciliation of property net operating income to net income, see "Property Net Operating Income" below.
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2012
|
|
2011
|
|
Change
|
|
% Change
|
|||||||
Real estate taxes
|
|
$
|
2,813
|
|
|
$
|
2,128
|
|
|
$
|
685
|
|
|
32
|
%
|
Utilities
|
|
1,389
|
|
|
1,145
|
|
|
244
|
|
|
21
|
%
|
|||
Contract services
|
|
1,302
|
|
|
1,130
|
|
|
172
|
|
|
15
|
%
|
|||
Repairs and maintenance
|
|
859
|
|
|
549
|
|
|
310
|
|
|
56
|
%
|
|||
Bad debt
|
|
358
|
|
|
214
|
|
|
144
|
|
|
67
|
%
|
|||
Labor and other
|
|
1,203
|
|
|
914
|
|
|
289
|
|
|
32
|
%
|
|||
Total property expenses
|
|
$
|
7,924
|
|
|
$
|
6,080
|
|
|
$
|
1,844
|
|
|
30
|
%
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
Same Store
|
|
New Store
|
|
Total
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Property revenues
|
|
$
|
16,479
|
|
|
$
|
16,029
|
|
|
$
|
4,934
|
|
|
$
|
127
|
|
|
$
|
21,413
|
|
|
$
|
16,156
|
|
Property expenses
|
|
6,691
|
|
|
6,022
|
|
|
1,233
|
|
|
58
|
|
|
7,924
|
|
|
6,080
|
|
||||||
Property net operating income
|
|
$
|
9,788
|
|
|
$
|
10,007
|
|
|
$
|
3,701
|
|
|
$
|
69
|
|
|
$
|
13,489
|
|
|
$
|
10,076
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2012
|
|
2011
|
|
Change
|
|
% Change
|
|||||||
General and administrative
|
|
$
|
3,504
|
|
|
$
|
3,242
|
|
|
$
|
262
|
|
|
8
|
%
|
Depreciation and amortization
|
|
5,207
|
|
|
3,965
|
|
|
1,242
|
|
|
31
|
%
|
|||
Interest expense
|
|
3,446
|
|
|
2,847
|
|
|
599
|
|
|
21
|
%
|
|||
Interest, dividend and other investment income
|
|
(153
|
)
|
|
(115
|
)
|
|
(38
|
)
|
|
33
|
%
|
|||
Total other expenses
|
|
$
|
12,004
|
|
|
$
|
9,939
|
|
|
$
|
2,065
|
|
|
21
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
FFO AND FFO-CORE
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Whitestone REIT
|
|
$
|
431
|
|
|
$
|
(196
|
)
|
|
$
|
1,224
|
|
|
$
|
7
|
|
Depreciation and amortization of real estate assets
|
|
2,254
|
|
|
1,827
|
|
|
4,503
|
|
|
3,677
|
|
||||
Loss on disposal of assets
|
|
16
|
|
|
—
|
|
|
28
|
|
|
18
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
31
|
|
|
(42
|
)
|
|
98
|
|
|
1
|
|
||||
FFO
|
|
2,732
|
|
|
1,589
|
|
|
5,853
|
|
|
3,703
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Acquisition costs
|
|
130
|
|
|
141
|
|
|
194
|
|
|
142
|
|
||||
Legal settlement
|
|
—
|
|
|
293
|
|
|
(131
|
)
|
|
356
|
|
||||
FFO-Core
|
|
$
|
2,862
|
|
|
$
|
2,023
|
|
|
$
|
5,916
|
|
|
$
|
4,201
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
PROPERTY NET OPERATING INCOME
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Whitestone REIT
|
|
$
|
431
|
|
|
$
|
(196
|
)
|
|
$
|
1,224
|
|
|
$
|
7
|
|
General and administrative expenses
|
|
1,863
|
|
|
1,778
|
|
|
3,504
|
|
|
3,242
|
|
||||
Depreciation and amortization
|
|
2,663
|
|
|
1,976
|
|
|
5,207
|
|
|
3,965
|
|
||||
Interest expense
|
|
1,734
|
|
|
1,445
|
|
|
3,446
|
|
|
2,847
|
|
||||
Interest, dividend and other investment income
|
|
(83
|
)
|
|
(55
|
)
|
|
(153
|
)
|
|
(115
|
)
|
||||
Provision for income taxes
|
|
70
|
|
|
58
|
|
|
135
|
|
|
111
|
|
||||
Loss on disposal of assets
|
|
16
|
|
|
—
|
|
|
28
|
|
|
18
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
31
|
|
|
(42
|
)
|
|
98
|
|
|
1
|
|
||||
NOI
|
|
$
|
6,725
|
|
|
$
|
4,964
|
|
|
$
|
13,489
|
|
|
$
|
10,076
|
|
•
|
Cash flow from operations of
$5,256,000
for the
six
months ended
June 30, 2012
;
|
•
|
Net proceeds of
$13,156,000
from issuance of notes payable net of origination costs;
|
•
|
Proceeds from sales of marketable securities of
$3,926,000
;
|
•
|
Payment of distributions to common shareholders and OP unit holders of
$7,243,000
;
|
•
|
Investments in marketable securities of
$750,000
;
|
•
|
Acquisitions of real estate of
$6,400,000
;
|
•
|
Additions to real estate of
$6,465,000
;
|
•
|
Payments of exchange offer costs of
$306,000
;
|
•
|
Payments of notes payable of
$1,819,000
;
|
•
|
Payments of loan origination costs of
$1,187,000
.
|
Description
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
Fixed rate notes
|
|
|
|
|
||||
$1.4 million 5.00% Note, due 2012
|
|
$
|
1,352
|
|
|
$
|
1,318
|
|
$14.1 million 5.695% Note, due 2013
|
|
13,993
|
|
|
14,110
|
|
||
$3.0 million 6.00% Note, due 2021
(1)
|
|
2,961
|
|
|
2,978
|
|
||
$10.0 million 6.04% Note, due 2014
|
|
9,235
|
|
|
9,326
|
|
||
$1.5 million 6.50% Note, due 2014
|
|
1,458
|
|
|
1,471
|
|
||
$11.2 million 6.52% Note, due 2015
|
|
10,688
|
|
|
10,763
|
|
||
$21.4 million 6.53% Notes, due 2013
|
|
19,200
|
|
|
19,524
|
|
||
$24.5 million 6.56% Note, due 2013
|
|
23,370
|
|
|
23,597
|
|
||
$9.9 million 6.63% Notes, due 2014
|
|
9,075
|
|
|
9,221
|
|
||
$0.7 million 2.97% Note, due 2012
|
|
367
|
|
|
23
|
|
||
Floating rate notes
|
|
|
|
|
|
|||
Unsecured line of credit, LIBOR plus 2.75% to 3.75%, due 2015
|
|
24,200
|
|
|
11,000
|
|
||
$26.9 million, LIBOR plus 2.86%, due 2013
|
|
24,152
|
|
|
24,559
|
|
||
|
|
$
|
140,051
|
|
|
$
|
127,890
|
|
(1)
|
The
6.00%
interest rate is fixed through March 30, 2016. On March 31, 2016 the interest rate will reset to the rate of interest for a
five
-year balloon note with a
thirty
year amortization as published by the Federal Home Loan Bank.
|
|
|
Amount Due
|
||
Year
|
|
(in thousands)
|
||
|
|
|
||
2012
|
|
$
|
3,207
|
|
2013
|
|
80,326
|
|
|
2014
|
|
19,191
|
|
|
2015
|
|
34,515
|
|
|
2016
|
|
48
|
|
|
Thereafter
|
|
2,764
|
|
|
Total
|
|
$
|
140,051
|
|
|
|
Class A Common Shareholders
(1)
|
|
Class B Common Shareholders
(1)
|
|
Noncontrolling OP Unit Holders
|
|
Total
|
||||||||||||||||||||
Quarter Paid
|
|
Distributions Per Common Share
|
|
Total Amount Paid
|
|
Distributions Per Common Share
|
|
Total Amount Paid
|
|
Distributions Per OP Unit
|
|
Total Amount Paid
|
|
Total Amount Paid
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Second Quarter
|
|
$
|
0.2850
|
|
|
$
|
477
|
|
|
$
|
0.2850
|
|
|
$
|
2,885
|
|
|
$
|
0.2850
|
|
|
$
|
258
|
|
|
$
|
3,620
|
|
First Quarter
|
|
0.2850
|
|
|
562
|
|
|
0.2850
|
|
|
2,760
|
|
|
0.2850
|
|
|
301
|
|
|
3,623
|
|
|||||||
Total
|
|
$
|
0.5700
|
|
|
$
|
1,039
|
|
|
$
|
0.5700
|
|
|
$
|
5,645
|
|
|
$
|
0.5700
|
|
|
$
|
559
|
|
|
$
|
7,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
807
|
|
|
$
|
0.2850
|
|
|
$
|
2,386
|
|
|
$
|
0.2850
|
|
|
$
|
430
|
|
|
$
|
3,623
|
|
Third Quarter
|
|
0.2850
|
|
|
974
|
|
|
0.2850
|
|
|
2,141
|
|
|
0.2850
|
|
|
514
|
|
|
3,629
|
|
|||||||
Second Quarter
|
|
0.2850
|
|
|
989
|
|
|
0.2850
|
|
|
1,132
|
|
|
0.2850
|
|
|
515
|
|
|
2,636
|
|
|||||||
First Quarter
|
|
0.2850
|
|
|
989
|
|
|
0.2850
|
|
|
627
|
|
|
0.2850
|
|
|
515
|
|
|
2,131
|
|
|||||||
Total
|
|
$
|
1.1400
|
|
|
$
|
3,759
|
|
|
$
|
1.1400
|
|
|
$
|
6,286
|
|
|
$
|
1.1400
|
|
|
$
|
1,974
|
|
|
$
|
12,019
|
|
(1)
|
Effective June 27, 2012, each outstanding Class A common share was reclassified into one Class B common share, and the Class B common shares were redesignated as "common shares."
|
(a)
|
During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933.
|
(b)
|
Not applicable.
|
(c)
|
Exchange Offer
|
|
|
|
|
WHITESTONE REIT
|
Date:
|
August 9, 2012
|
|
|
/s/ James C. Mastandrea
|
|
|
|
|
James C. Mastandrea
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
August 9, 2012
|
|
|
/s/ David K. Holeman
|
|
|
|
|
David K. Holeman
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial and Principal Accounting Officer)
|
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
3.1.1
|
Articles of Amendment and Restatement of Declaration of Trust 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 on July 31, 2008)
|
3.1.2
|
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 on December 6, 2006)
|
3.1.3
|
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010)
|
3.1.4
|
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010)
|
3.1.5
|
Articles Supplementary (previously filed as and incorporated by reference to Exhibit 3.3 to the Registrant's Current Report on Form 8-K, filed on August 24, 2010)
|
3.1.6
|
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 on July 27, 2012)
|
3.1.7
|
Articles of Amendment (previously filed as and incorporated by reference to Exhibit 3.1.2 to Registrant's Current Report on Form 8-K, filed on July 27, 2012)
|
3.2
|
Amended and Restated Bylaws (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on October 9, 2008)
|
4.1
|
Dividend Reinvestment Plan (previously filed as and incorporated by reference to Exhibit A of the Registrant's Registration Statement of Form S-3 (No. 333-174608), filed on May 13, 2011)
|
10.1
|
Separation Agreement between Whitestone REIT and Valarie King, dated June 16, 2012.
|
10.2
|
Summary of Relocation Arrangement, as amended, between Whitestone REIT and James C. Mastandrea.
|
12
|
Statement of Calculation of Consolidated Ratio of Earnings to Fixed Charges.
|
31.1*
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1**
|
Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2**
|
Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS***
|
XBRL Instance Document
|
|
|
101. SCH***
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE***
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.DEF***
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
/s/ Valarie King
|
|
/s/ James Mastandrea
|
Employee
|
|
James Mastandrea, CEO
|
|
|
Whitestone REIT
|
|
|
|
6/15/2012
|
|
6/16/2012
|
Date Signed
|
|
Date Signed
|
|
|
|
|
|
/s/ Greg Belsheim
|
|
|
Witness
|
|
|
|
|
|
6/16/2012
|
|
|
Date Signed
|
•
|
Reimbursement of Mr. Mastandrea of the amount, if any, by which the sales price for the sale of the Residence is less than $2,450,000 (the “Sales Price Shortfall”) upon sale of the Residence (the “Shortfall Reimbursement”);
|
•
|
Payment to Mr. Mastandrea of an amount equal to the amount of any Shortfall Reimbursement divided by the net difference of one (1) minus the maximum U.S. federal income tax rate in effect at the time of the sale of the Residence, less the Shortfall Reimbursement (the “Tax Payment”);
|
•
|
Payment of the sum of the Shortfall Reimbursement and Tax Payment (the “Lump Sum Payment”) as follows: (1) Cash within five (5) business days after the sale of the Residence (the “Cash Payment”); and (2) common shares of beneficial interest of the Company (the “Common Shares”), with the number of Common Shares being equal to the Lump Sum Payment, minus the Cash Payment, divided by the last sale price of the Common Shares on the New York Stock Exchange on the day of the sale of the Residence, with the proportion of the Lump Sum Payment to be paid in cash and Common Shares being determined upon agreement between Mr. Mastandrea and the Compensation Committee at the time of the sale of the Residence;
|
•
|
Payment of housing expenses in Houston, Texas for a period of one (1) year following the sale of the Residence; and
|
•
|
Payment of out of pocket moving costs and expenses, including packing, temporary storage, transportation and moving supplies.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q, for the period ended
June 30, 2012
, of Whitestone REIT;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q, for the period ended
June 30, 2012
, of Whitestone REIT;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ James C. Mastandrea
|
James C. Mastandrea
|
Chairman and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ David K. Holeman
|
David K. Holeman
|
Chief Financial Officer
|