Maryland
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76-0594970
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(State or Other Jurisdiction of Incorporation or
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(I.R.S. Employer
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Organization)
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Identification No.)
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2600 South Gessner, Suite 500, Houston, Texas
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77063
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Shares of Beneficial Interest, par value $0.001 per share
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New York Stock Exchange
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Page
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Item 1.
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Business
.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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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;
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•
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uncertainties related to the national economy, the real estate industry in general and in our specific markets;
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•
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legislative or regulatory changes, including changes to laws governing REITs;
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•
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adverse economic or real estate developments or conditions in Texas, Arizona or Illinois;
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•
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increases in interest rates and operating costs;
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•
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availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures;
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•
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decreases in rental rates or increases in vacancy rates;
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•
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litigation risks;
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•
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lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants;
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•
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our inability to renew tenants or obtain new tenants upon the expiration of existing leases;
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•
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our inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and
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•
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the need to fund tenant improvements or other capital expenditures out of operating cash flow.
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•
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Strategically Acquiring Properties.
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◦
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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 Phoenix, Chicago, Dallas, San Antonio and Houston.
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◦
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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 Phoenix, Chicago, Dallas 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.
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◦
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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.
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•
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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.
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•
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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”) 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.
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•
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Prudent Management of Capital Structure.
We currently have
43
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 less than 60%. As of
December 31, 2014
, our ratio of total indebtedness to undepreciated book value of real estate assets was
58%
.
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•
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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.
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•
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conditions in financial markets;
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•
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over-building in our markets;
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•
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a reduction in rental income as the result of the inability to maintain occupancy levels;
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•
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adverse changes in applicable tax, real estate, environmental or zoning laws;
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•
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changes in general economic conditions or economic conditions in our markets;
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•
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a taking of any of our properties by eminent domain;
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•
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adverse local conditions (such as changes in real estate zoning laws that may reduce the desirability of real estate in the area);
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•
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acts of God, such as hurricanes, earthquakes or floods and other uninsured losses;
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•
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changes in supply of or demand for similar or competing properties in an area;
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•
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changes in interest rates and availability of permanent debt capital, which may render the sale of a property difficult or unattractive; and
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•
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periods of high interest rates, inflation or tight money supply.
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•
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tenants may choose not to, or may not have the financial resources to, renew these leases;
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•
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we may experience significant costs associated with re-leasing a significant amount of our available space;
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•
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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
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•
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the terms of any renewal or re-lease may be less favorable than the terms of the current leases.
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•
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competition from other real estate investors with significant capital, including other REITs and institutional investment funds;
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•
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competition from other potential acquirers which may significantly increase the purchase price for a property we acquire, which could reduce our growth prospects;
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•
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unsatisfactory results of our due diligence investigations or failure to meet other customary closing conditions; and
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•
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failure to finance an acquisition on favorable terms or at all.
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•
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$400 million unsecured revolving credit facility (the “Revolver”);
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•
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$50 million unsecured term loan (the “Term Loan 1”); and
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•
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$50 million unsecured term loan (the “Term Loan 2”).
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•
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a merger, tender offer or proxy contest;
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•
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assumption of control by a holder of a large block of our shares; or
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•
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removal of incumbent management.
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•
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we would not be allowed to deduct our distributions to shareholders when computing our taxable income;
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•
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we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates;
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•
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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;
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•
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our cash available for distributions to shareholders would be reduced; and
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•
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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.
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•
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the amount of cash available for distribution;
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•
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our Operating Partnership's financial condition;
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•
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our Operating Partnership's capital expenditure requirements; and
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•
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our annual distribution requirements necessary to maintain our qualification as a REIT.
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Commercial Properties
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Gross Leasable Area
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Average
Occupancy as of
12/31/14
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Annualized Base
Rental Revenue
(in thousands)
(1)
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Average
Annualized Base
Rental Revenue
Per Sq. Ft.
(2)
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||||||
Retail
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3,290,414
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|
89
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%
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$
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43,387
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|
|
$
|
14.82
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Office/Flex
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1,201,672
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87
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%
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8,487
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$
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8.12
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Office
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521,134
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77
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%
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6,359
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$
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15.85
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Total - Operating Portfolio
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5,013,220
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87
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%
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58,233
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|
13.35
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Redevelopment, New Acquisitions
(3)
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472,573
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|
85
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%
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6,434
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16.02
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||
Total
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5,485,793
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87
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%
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$
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64,667
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$
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13.55
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(1)
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Calculated as the tenant's actual
December 31, 2014
base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of
December 31, 2014
. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of
December 31, 2014
equaled approximately $175,000 for the month ended
December 31, 2014
.
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(2)
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Calculated as annualized base rent divided by gross leasable area leased as of
December 31, 2014
. Excludes vacant space as of
December 31, 2014
.
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(3)
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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.
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July
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Aug.
|
|
Sept.
|
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Oct.
|
|
Nov.
|
|
Dec.
|
|
||||||
National
(1)
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6.2
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%
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|
6.1
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%
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|
5.9
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%
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|
5.7
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%
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|
5.8
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%
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|
5.6
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%
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|
Houston
(2)
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5.5
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%
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5.4
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%
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4.9
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%
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|
4.7
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%
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|
4.5
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%
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4.1
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%
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(3)
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Phoenix
(2)
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6.3
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%
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6.3
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%
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5.8
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%
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5.7
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%
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5.9
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%
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5.6
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%
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(3)
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(1)
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Seasonally adjusted.
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(2)
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Not seasonally adjusted.
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(3)
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Represents estimate.
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Whitestone REIT and Subsidiaries
Property Details
As of December 31, 2014
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Community Name
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Location
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Year Built/
Renovated
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Gross Leasable
Square Feet
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Percent
Occupied at
12/31/2014
|
|
Annualized Base
Rental Revenue
(in thousands)
(1)
|
|
Average
Base Rental
Revenue Per
Sq. Ft.
(2)
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Average Net Effective Annual Base Rent Per Leased Sq. Ft.
(3)
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Retail Communities:
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Ahwatukee Plaza
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Phoenix
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|
1979
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|
72,650
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|
|
98
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%
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|
$
|
912
|
|
|
$
|
12.81
|
|
|
$
|
12.60
|
|
Anthem Marketplace
|
|
Phoenix
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|
2000
|
|
113,293
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|
|
95
|
%
|
|
1,641
|
|
|
15.25
|
|
|
15.25
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|||
Bellnott Square
|
|
Houston
|
|
1982
|
|
73,930
|
|
|
37
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%
|
|
311
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|
|
11.37
|
|
|
11.00
|
|
|||
Bissonnet Beltway
|
|
Houston
|
|
1978
|
|
29,205
|
|
|
95
|
%
|
|
414
|
|
|
14.92
|
|
|
14.67
|
|
|||
Centre South
|
|
Houston
|
|
1974
|
|
39,134
|
|
|
89
|
%
|
|
354
|
|
|
10.16
|
|
|
10.39
|
|
|||
The Citadel
|
|
Phoenix
|
|
1985
|
|
28,547
|
|
|
93
|
%
|
|
271
|
|
|
10.21
|
|
|
10.66
|
|
|||
Desert Canyon
|
|
Phoenix
|
|
2000
|
|
62,533
|
|
|
84
|
%
|
|
679
|
|
|
12.93
|
|
|
13.02
|
|
|||
Fountain Square
|
|
Phoenix
|
|
1986
|
|
118,209
|
|
|
75
|
%
|
|
1,531
|
|
|
17.27
|
|
|
17.19
|
|
|||
Gilbert Tuscany Village
|
|
Phoenix
|
|
2009
|
|
49,415
|
|
|
82
|
%
|
|
594
|
|
|
14.66
|
|
|
16.93
|
|
|||
Heritage Trace Plaza
|
|
Dallas
|
|
2006
|
|
70,431
|
|
|
100
|
%
|
|
1,510
|
|
|
21.44
|
|
|
21.44
|
|
|||
Holly Knight
|
|
Houston
|
|
1984
|
|
20,015
|
|
|
100
|
%
|
|
393
|
|
|
19.64
|
|
|
19.09
|
|
|||
Headquarters Village
|
|
Dallas
|
|
2009
|
|
89,134
|
|
|
84
|
%
|
|
2,093
|
|
|
27.95
|
|
|
28.10
|
|
|||
Kempwood Plaza
|
|
Houston
|
|
1974
|
|
101,008
|
|
|
93
|
%
|
|
939
|
|
|
10.00
|
|
|
9.97
|
|
|||
Lion Square
|
|
Houston
|
|
2014
|
|
117,592
|
|
|
77
|
%
|
|
1,002
|
|
|
11.07
|
|
|
11.30
|
|
|||
The Marketplace at Central
|
|
Phoenix
|
|
2000
|
|
111,130
|
|
|
89
|
%
|
|
693
|
|
|
7.01
|
|
|
7.71
|
|
|||
Market Street at DC Ranch
|
|
Phoenix
|
|
2003
|
|
242,459
|
|
|
91
|
%
|
|
3,770
|
|
|
17.09
|
|
|
18.55
|
|
|||
Mercado at Scottsdale Ranch
|
|
Phoenix
|
|
1987
|
|
118,730
|
|
|
96
|
%
|
|
1,552
|
|
|
13.62
|
|
|
13.62
|
|
|||
Paradise Plaza
|
|
Phoenix
|
|
1983
|
|
125,898
|
|
|
89
|
%
|
|
1,187
|
|
|
10.59
|
|
|
14.24
|
|
|||
Pinnacle of Scottsdale
|
|
Phoenix
|
|
1991
|
|
113,108
|
|
|
94
|
%
|
|
1,835
|
|
|
17.26
|
|
|
16.34
|
|
|||
Providence
|
|
Houston
|
|
1980
|
|
90,327
|
|
|
87
|
%
|
|
788
|
|
|
10.03
|
|
|
9.47
|
|
|||
Shaver
|
|
Houston
|
|
1978
|
|
21,926
|
|
|
93
|
%
|
|
226
|
|
|
11.08
|
|
|
13.44
|
|
|||
Shops at Pecos Ranch
|
|
Phoenix
|
|
2009
|
|
78,767
|
|
|
97
|
%
|
|
1,651
|
|
|
21.61
|
|
|
21.61
|
|
|||
Shops at Starwood
|
|
Dallas
|
|
2006
|
|
55,385
|
|
|
97
|
%
|
|
1,491
|
|
|
27.75
|
|
|
27.57
|
|
|||
South Richey
|
|
Houston
|
|
1980
|
|
69,928
|
|
|
100
|
%
|
|
673
|
|
|
9.62
|
|
|
9.37
|
|
|||
Spoerlein Commons
|
|
Chicago
|
|
1987
|
|
41,455
|
|
|
83
|
%
|
|
792
|
|
|
23.02
|
|
|
22.84
|
|
|||
The Strand at Huebner Oaks
|
|
San Antonio
|
|
2000
|
|
73,920
|
|
|
90
|
%
|
|
1,400
|
|
|
21.04
|
|
|
21.04
|
|
|||
SugarPark Plaza
|
|
Houston
|
|
1974
|
|
95,032
|
|
|
99
|
%
|
|
1,141
|
|
|
12.13
|
|
|
12.00
|
|
|||
Sunridge
|
|
Houston
|
|
1979
|
|
49,359
|
|
|
82
|
%
|
|
416
|
|
|
10.28
|
|
|
9.59
|
|
|||
Sunset at Pinnacle Peak
|
|
Phoenix
|
|
2000
|
|
41,530
|
|
|
79
|
%
|
|
537
|
|
|
16.37
|
|
|
16.37
|
|
|||
Terravita Marketplace
|
|
Phoenix
|
|
1997
|
|
102,733
|
|
|
96
|
%
|
|
1,369
|
|
|
13.88
|
|
|
13.63
|
|
|||
Torrey Square
|
|
Houston
|
|
1983
|
|
105,766
|
|
|
83
|
%
|
|
737
|
|
|
8.40
|
|
|
8.46
|
|
|||
Town Park
|
|
Houston
|
|
1978
|
|
43,526
|
|
|
100
|
%
|
|
844
|
|
|
19.39
|
|
|
19.25
|
|
|||
Village Square at Dana Park
|
|
Phoenix
|
|
2009
|
|
323,026
|
|
|
82
|
%
|
|
5,203
|
|
|
19.64
|
|
|
18.42
|
|
|||
Webster Pointe
|
|
Houston
|
|
1984
|
|
26,060
|
|
|
100
|
%
|
|
300
|
|
|
11.51
|
|
|
10.90
|
|
|||
Westchase
|
|
Houston
|
|
1978
|
|
49,573
|
|
|
83
|
%
|
|
520
|
|
|
12.64
|
|
|
12.52
|
|
|||
Williams Trace Plaza
|
|
Houston
|
|
1983
|
|
129,222
|
|
|
95
|
%
|
|
1,579
|
|
|
12.86
|
|
|
12.86
|
|
|||
Windsor Park
|
|
San Antonio
|
|
1992
|
|
196,458
|
|
|
97
|
%
|
|
2,039
|
|
|
10.70
|
|
|
10.26
|
|
|||
Total/Weighted Average
|
|
|
|
|
|
3,290,414
|
|
|
89
|
%
|
|
43,387
|
|
|
14.82
|
|
|
14.91
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Office Communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
9101 LBJ Freeway
|
|
Dallas
|
|
1985
|
|
125,874
|
|
|
63
|
%
|
|
$
|
1,156
|
|
|
$
|
14.58
|
|
|
$
|
14.01
|
|
Pima Norte
|
|
Phoenix
|
|
2007
|
|
35,110
|
|
|
51
|
%
|
|
247
|
|
|
13.79
|
|
|
15.53
|
|
|||
Uptown Tower
|
|
Dallas
|
|
1982
|
|
253,981
|
|
|
79
|
%
|
|
3,433
|
|
|
17.11
|
|
|
17.68
|
|
Whitestone REIT and Subsidiaries
Property Details
As of December 31, 2014
(continued)
|
||||||||||||||||||||||
Community Name
|
|
Location
|
|
Year Built/
Renovated
|
|
Gross Leasable
Square Feet
|
|
Percent
Occupied at
12/31/2014
|
|
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)
|
||||||||
Woodlake Plaza
|
|
Houston
|
|
1974
|
|
106,169
|
|
|
94
|
%
|
|
1,523
|
|
|
15.26
|
|
|
15.80
|
|
|||
Total/Weighted Average
|
|
|
|
|
|
521,134
|
|
|
77
|
%
|
|
6,359
|
|
|
15.85
|
|
|
16.23
|
|
|||
Office/Flex Communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brookhill
|
|
Houston
|
|
1979
|
|
74,757
|
|
|
88
|
%
|
|
$
|
253
|
|
|
$
|
3.85
|
|
|
$
|
3.77
|
|
Corporate Park Northwest
|
|
Houston
|
|
1981
|
|
185,627
|
|
|
84
|
%
|
|
1,754
|
|
|
11.25
|
|
|
11.58
|
|
|||
Corporate Park West
|
|
Houston
|
|
1999
|
|
175,665
|
|
|
95
|
%
|
|
1,604
|
|
|
9.61
|
|
|
9.73
|
|
|||
Corporate Park Woodland
|
|
Houston
|
|
2000
|
|
99,937
|
|
|
97
|
%
|
|
994
|
|
|
10.25
|
|
|
9.94
|
|
|||
Dairy Ashford
|
|
Houston
|
|
1981
|
|
42,902
|
|
|
99
|
%
|
|
269
|
|
|
6.33
|
|
|
6.03
|
|
|||
Holly Hall Industrial Park
|
|
Houston
|
|
1980
|
|
90,000
|
|
|
100
|
%
|
|
782
|
|
|
8.69
|
|
|
8.26
|
|
|||
Interstate 10 Warehouse
|
|
Houston
|
|
1980
|
|
151,000
|
|
|
94
|
%
|
|
596
|
|
|
4.20
|
|
|
4.05
|
|
|||
Main Park
|
|
Houston
|
|
1982
|
|
113,410
|
|
|
79
|
%
|
|
679
|
|
|
7.58
|
|
|
7.27
|
|
|||
Plaza Park
|
|
Houston
|
|
1982
|
|
105,530
|
|
|
68
|
%
|
|
659
|
|
|
9.18
|
|
|
10.31
|
|
|||
Westbelt Plaza
|
|
Houston
|
|
1978
|
|
65,619
|
|
|
63
|
%
|
|
371
|
|
|
8.97
|
|
|
8.20
|
|
|||
Westgate Service Center
|
|
Houston
|
|
1984
|
|
97,225
|
|
|
87
|
%
|
|
526
|
|
|
6.22
|
|
|
6.09
|
|
|||
Total/Weighted Average
|
|
|
|
|
|
1,201,672
|
|
|
87
|
%
|
|
8,487
|
|
|
8.12
|
|
|
8.09
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total/Weighted Average - Operating Portfolio
|
|
|
|
|
|
5,013,220
|
|
|
87
|
%
|
|
58,233
|
|
|
13.35
|
|
|
13.44
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate Park Woodland II
|
|
Houston
|
|
1972
|
|
16,220
|
|
|
87
|
%
|
|
$
|
204
|
|
|
$
|
14.46
|
|
|
$
|
14.53
|
|
Fountain Hills Plaza
|
|
Phoenix
|
|
2009
|
|
111,289
|
|
|
89
|
%
|
|
1,697
|
|
|
17.13
|
|
|
17.47
|
|
|||
Fulton Ranch Towne Center
|
|
Phoenix
|
|
2005
|
|
113,281
|
|
|
86
|
%
|
|
1,695
|
|
|
17.40
|
|
|
19.86
|
|
|||
The Promenade at Fulton Ranch
|
|
Phoenix
|
|
2007
|
|
98,792
|
|
|
76
|
%
|
|
1,361
|
|
|
18.13
|
|
|
18.77
|
|
|||
The Shops at Williams Trace
|
|
Houston
|
|
1985
|
|
132,991
|
|
|
87
|
%
|
|
1,477
|
|
|
12.77
|
|
|
12.77
|
|
|||
Total/Weighted Average - Development Portfolio
(4)
|
|
|
|
|
|
472,573
|
|
|
85
|
%
|
|
6,434
|
|
|
16.02
|
|
|
16.82
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anthem Marketplace
|
|
Phoenix
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dana Park Development
|
|
Phoenix
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Fountain Hills
|
|
Phoenix
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Market Street at DC Ranch
|
|
Phoenix
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Pinnacle Phase II
|
|
Phoenix
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shops at Starwood Phase III
|
|
Dallas
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total/Weighted Average - Property Held For Development
(5)
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grand Total/Weighted Average
|
|
|
|
|
|
5,485,793
|
|
|
87
|
%
|
|
$
|
64,667
|
|
|
$
|
13.55
|
|
|
$
|
13.70
|
|
(1)
|
Calculated as the tenant's actual
December 31, 2014
base rent (defined as cash base rents including abatements) multiplied by 12. Excludes vacant space as of
December 31, 2014
. Because annualized base rental revenue is not derived from historical results that were accounted for in accordance with generally accepted accounting principles, historical results differ from the annualized amounts. Total abatements for leases in effect as of
December 31, 2014
equaled approximately $175,000 for the month ended
December 31, 2014
.
|
(2)
|
Calculated as annualized base rent divided by gross leasable area leased as of
December 31, 2014
. Excludes vacant space as of
December 31, 2014
.
|
(3)
|
Represents (i) the contractual base rent for leases in place as of
December 31, 2014
, adjusted to a straight-line basis to reflect changes in rental rates throughout the lease term and amortize free rent periods and abatements, but without regard to tenant improvement allowances and leasing commissions, divided by (ii) square footage under commenced leases of
December 31, 2014
.
|
(4)
|
Includes (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties that are undergoing significant redevelopment or re-tenanting.
|
(5)
|
As of
December 31, 2014
, these parcels of land were held for development and, therefore, had no gross leasable area.
|
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)
|
|
Phoenix and Houston
|
|
$
|
1,379
|
|
|
2.2
|
%
|
|
11/14/1982, 5/8/1991, 7/1/2000 and 7/12/2000
|
|
2017, 2020, 2020 and 2021
|
Bashas' Inc.
(3)
|
|
Phoenix
|
|
884
|
|
|
1.4
|
%
|
|
12/9/1993, 10/9/2004 and 4/1/2009
|
|
2014, 2024 and 2029
|
|
Wells Fargo & Company
(4)
|
|
Phoenix
|
|
636
|
|
|
1.0
|
%
|
|
10/24/1996 and 4/16/1999
|
|
2016 and 2018
|
|
Walgreens & Co.
(5)
|
|
Phoenix and Houston
|
|
530
|
|
|
0.8
|
%
|
|
11/14/1982, 11/2/1987 and 11/3/1996
|
|
2017, 2027 and 2049
|
|
University of Phoenix
|
|
San Antonio
|
|
510
|
|
|
0.8
|
%
|
|
10/18/2010
|
|
2018
|
|
Sports Authority
|
|
San Antonio
|
|
495
|
|
|
0.8
|
%
|
|
1/1/2004
|
|
2015
|
|
Petco
(6)
|
|
Phoenix and Houston
|
|
484
|
|
|
0.7
|
%
|
|
7/6/1998 and 10/15/2006
|
|
2019 and 2026
|
|
Paul's Ace Hardware
|
|
Phoenix
|
|
460
|
|
|
0.7
|
%
|
|
3/1/2008
|
|
2018
|
|
Ross Dress for Less, Inc.
(7)
|
|
San Antonio, Phoenix and Houston
|
|
443
|
|
|
0.7
|
%
|
|
2/11/2009, 6/18/2012 and 2/7/2013
|
|
2020, 2023 and 2023
|
|
Dollar Tree
(8)
|
|
Phoenix and Houston
|
|
429
|
|
|
0.7
|
%
|
|
8/10/1999, 6/29/2001, 11/8/2009, 12/17/2009 and 5/21/2013
|
|
2016, 2017, 2020, 2020 and 2023
|
|
Rock Solid Images
|
|
Houston
|
|
363
|
|
|
0.6
|
%
|
|
4/1/2004
|
|
2015
|
|
Sterling Jewelers, Inc.
|
|
Phoenix
|
|
354
|
|
|
0.5
|
%
|
|
11/23/2004
|
|
2020
|
|
Super Bravo, Inc.
|
|
Houston
|
|
349
|
|
|
0.5
|
%
|
|
6/15/2011
|
|
2023
|
|
The Final, LLC
(9)
|
|
Phoenix
|
|
336
|
|
|
0.5
|
%
|
|
3/21/2011 and 2/27/2014
|
|
2015
|
|
Midland Financial Co.
|
|
Phoenix
|
|
329
|
|
|
0.5
|
%
|
|
1/1/2006
|
|
2018
|
|
|
|
|
|
$
|
7,981
|
|
|
12.4
|
%
|
|
|
|
|
(1)
|
Annualized Base Rental Revenues represents the monthly base rent as of
December 31, 2014
for each applicable tenant multiplied by 12.
|
(2)
|
As of
December 31, 2014
, 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 July 12, 2000, and is scheduled to expire in 2020, was $425,000, which represents 0.7% of our total 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 0.5% 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 $292,000, which represents 0.5% 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 2017, was $318,000, which represents 0.5% of our total annualized base rental revenue.
|
(3)
|
As of
December 31, 2014
, we had three leases with the same tenant occupying space at properties located in Phoenix. The annualized rental revenue for the lease that commenced on December 9, 1993, and expired on December 31, 2014, was $61,000, which represents 0.1% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on October 9, 2004, and is scheduled to expire in 2024, was $119,000, which represents 0.2% 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 1.1% of our total annualized base rental revenue.
|
(4)
|
As of
December 31, 2014
, 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 2016, was $114,000, which represents 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on April 16, 1999, and is scheduled to expire in 2018, was $522,000, which represents 0.8% of our total annualized base rental revenue.
|
(5)
|
As of
December 31, 2014
, we had three 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 0.4% 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 0.3% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 14, 1987, and is scheduled to expire in 2017, was $82,000, which represents 0.1% of our total annualized base rental revenue.
|
(6)
|
As of
December 31, 2014
,we had two leases with the same tenant occupying space at properties located in Phoenix and Houston. The annualized rental revenue for the lease that commenced on October 15, 2006, and is scheduled to expire in 2026, was $260,000, which represents 0.4% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on July 6, 1998, and is scheduled to expire in 2019, was $224,000, which represents 0.3% of our total annualized base rental revenue.
|
(7)
|
As of
December 31, 2014
, 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 0.3% 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 $158,000, which represents 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 0.2% of our total annualized base rental revenue.
|
(8)
|
December 31, 2014
, we had five leases with the same tenant occupying space at properties in Houston and Phoenix. The annualized rental revenue for the lease that commenced on June 29, 2001, and is scheduled to expire in 2016, was $108,000, which represents 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on November 8, 2009, and is scheduled to expire in 2017, was $146,000, which represents 0.2% 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 $72,000, which represents 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 $103,000, which represents 0.2% of our total annualized base rental revenue. The lease that commenced on May 21, 2013, and is scheduled to expire in 2023, is currently not paying base rent due to a rent abatement clause in the lease.
|
(9)
|
As of
December 31, 2014
, 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 March 21, 2011, and is scheduled to expire in 2015, was $156,000, which represents 0.2% of our total annualized base rental revenue. The annualized rental revenue for the lease that commenced on February 27, 2014, and is scheduled to expire in 2015, was $180,000, which represents 0.3% of our total annualized base rental revenue.
|
|
|
|
|
|
|
|
|
Annualized Base Rent
|
||||||||
|
|
|
|
Gross Leasable Area
|
|
as of December 31, 2014
|
||||||||||
Year
|
|
Number of
Leases |
|
Approximate
Square Feet |
|
Percent of
Total |
|
Amount
(in thousands) |
|
Percent of
Total |
||||||
2015
|
|
411
|
|
|
1,023,391
|
|
|
18.7
|
%
|
|
$
|
12,927
|
|
|
20.0
|
%
|
2016
|
|
255
|
|
|
731,254
|
|
|
13.3
|
%
|
|
9,866
|
|
|
15.3
|
%
|
|
2017
|
|
214
|
|
|
661,181
|
|
|
12.1
|
%
|
|
9,643
|
|
|
14.9
|
%
|
|
2018
|
|
151
|
|
|
662,799
|
|
|
12.1
|
%
|
|
9,566
|
|
|
14.8
|
%
|
|
2019
|
|
153
|
|
|
463,786
|
|
|
8.5
|
%
|
|
7,858
|
|
|
12.2
|
%
|
|
2020
|
|
55
|
|
|
394,512
|
|
|
7.2
|
%
|
|
4,432
|
|
|
6.9
|
%
|
|
2021
|
|
28
|
|
|
176,917
|
|
|
3.2
|
%
|
|
2,354
|
|
|
3.6
|
%
|
|
2022
|
|
28
|
|
|
198,002
|
|
|
3.6
|
%
|
|
2,299
|
|
|
3.6
|
%
|
|
2023
|
|
14
|
|
|
131,707
|
|
|
2.4
|
%
|
|
1,320
|
|
|
2.0
|
%
|
|
2024
|
|
22
|
|
|
171,587
|
|
|
3.1
|
%
|
|
2,021
|
|
|
3.1
|
%
|
|
Total
|
|
1,331
|
|
|
4,615,136
|
|
|
84.2
|
%
|
|
$
|
62,286
|
|
|
96.4
|
%
|
For the Year Ended December 31, 2014
|
|
High
|
|
Low
|
|
Close
|
||||||
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
14.89
|
|
|
$
|
13.21
|
|
|
$
|
14.44
|
|
Second Quarter
|
|
$
|
14.96
|
|
|
$
|
13.57
|
|
|
$
|
14.91
|
|
Third Quarter
|
|
$
|
15.68
|
|
|
$
|
13.76
|
|
|
$
|
13.94
|
|
Fourth Quarter
|
|
$
|
15.57
|
|
|
$
|
13.75
|
|
|
$
|
15.11
|
|
|
|
|
|
|
|
|
||||||
For the Year Ended December 31, 2013
|
|
High
|
|
Low
|
|
Close
|
||||||
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
15.34
|
|
|
$
|
13.96
|
|
|
$
|
15.14
|
|
Second Quarter
|
|
$
|
17.85
|
|
|
$
|
14.81
|
|
|
$
|
15.76
|
|
Third Quarter
|
|
$
|
17.08
|
|
|
$
|
13.82
|
|
|
$
|
14.73
|
|
Fourth Quarter
|
|
$
|
14.83
|
|
|
$
|
12.86
|
|
|
$
|
13.37
|
|
•
|
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 of trustees.
|
|
|
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
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
6,484
|
|
|
$
|
0.2850
|
|
|
$
|
114
|
|
|
$
|
6,598
|
|
Third Quarter
|
|
0.2850
|
|
|
6,457
|
|
|
0.2850
|
|
|
126
|
|
|
6,583
|
|
|||||
Second Quarter
|
|
0.2850
|
|
|
6,367
|
|
|
0.2850
|
|
|
152
|
|
|
6,519
|
|
|||||
First Quarter
|
|
0.2850
|
|
|
6,231
|
|
|
0.2850
|
|
|
158
|
|
|
6,389
|
|
|||||
Total
|
|
$
|
1.1400
|
|
|
$
|
25,539
|
|
|
$
|
1.1400
|
|
|
$
|
550
|
|
|
$
|
26,089
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
5,790
|
|
|
$
|
0.2850
|
|
|
$
|
163
|
|
|
$
|
5,953
|
|
Third Quarter
|
|
0.2850
|
|
|
4,865
|
|
|
0.2850
|
|
|
165
|
|
|
5,030
|
|
|||||
Second Quarter
|
|
0.2850
|
|
|
4,832
|
|
|
0.2850
|
|
|
169
|
|
|
5,001
|
|
|||||
First Quarter
|
|
0.2850
|
|
|
4,807
|
|
|
0.2850
|
|
|
194
|
|
|
5,001
|
|
|||||
Total
|
|
$
|
1.1400
|
|
|
$
|
20,294
|
|
|
$
|
1.1400
|
|
|
$
|
691
|
|
|
$
|
20,985
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
72,382
|
|
|
$
|
60,492
|
|
|
$
|
44,994
|
|
|
$
|
33,299
|
|
|
$
|
29,988
|
|
Property expenses
|
|
25,152
|
|
|
22,678
|
|
|
16,842
|
|
|
12,596
|
|
|
11,524
|
|
|||||
General and administrative
|
|
15,274
|
|
|
10,912
|
|
|
7,616
|
|
|
6,648
|
|
|
4,992
|
|
|||||
Depreciation and amortization
|
|
15,725
|
|
|
13,100
|
|
|
9,889
|
|
|
7,435
|
|
|
6,525
|
|
|||||
Executive relocation expense
|
|
—
|
|
|
—
|
|
|
2,177
|
|
|
—
|
|
|
—
|
|
|||||
Involuntary conversion
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(558
|
)
|
|||||
Interest expense
|
|
10,579
|
|
|
9,975
|
|
|
8,553
|
|
|
6,224
|
|
|
6,040
|
|
|||||
Interest, dividend and other investment income
|
|
(90
|
)
|
|
(136
|
)
|
|
(290
|
)
|
|
(460
|
)
|
|
(28
|
)
|
|||||
Income from continuing operations before loss on disposal of assets and income taxes
|
|
5,742
|
|
|
3,963
|
|
|
207
|
|
|
856
|
|
|
1,493
|
|
|||||
Provision for income taxes
|
|
(282
|
)
|
|
(293
|
)
|
|
(275
|
)
|
|
(214
|
)
|
|
(253
|
)
|
|||||
Loss on disposal of assets
|
|
(111
|
)
|
|
(49
|
)
|
|
(97
|
)
|
|
(146
|
)
|
|
(149
|
)
|
|||||
Income (loss) from continuing operations
|
|
5,349
|
|
|
3,621
|
|
|
(165
|
)
|
|
496
|
|
|
1,091
|
|
|||||
Income from discontinued operations
|
|
510
|
|
|
298
|
|
|
218
|
|
|
440
|
|
|
484
|
|
|||||
Gain on sale of property
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
|
—
|
|
|||||
Gain on sale of properties from discontinued operations
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
|
7,746
|
|
|
3,919
|
|
|
53
|
|
|
1,333
|
|
|
1,575
|
|
|||||
Less: net income attributable to noncontrolling interests
|
|
160
|
|
|
125
|
|
|
3
|
|
|
210
|
|
|
470
|
|
|||||
Net income attributable to Whitestone REIT
|
|
$
|
7,586
|
|
|
$
|
3,794
|
|
|
$
|
50
|
|
|
$
|
1,123
|
|
|
$
|
1,105
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Earnings per share - basic
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
$
|
0.18
|
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.10
|
|
|
0.02
|
|
|
0.01
|
|
|
0.04
|
|
|
0.09
|
|
|||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.33
|
|
|
$
|
0.21
|
|
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
|
Earnings per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
$
|
0.18
|
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.10
|
|
|
0.01
|
|
|
0.01
|
|
|
0.04
|
|
|
0.09
|
|
|||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.32
|
|
|
$
|
0.20
|
|
|
0.00
|
|
|
$
|
0.12
|
|
|
$
|
0.27
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate (net)
|
|
$
|
602,068
|
|
|
$
|
474,760
|
|
|
$
|
350,076
|
|
|
$
|
241,073
|
|
|
$
|
159,345
|
|
Real estate (net), discontinued operations
|
|
—
|
|
|
5,506
|
|
|
5,673
|
|
|
5,815
|
|
|
6,053
|
|
|||||
Other assets
|
|
32,229
|
|
|
27,708
|
|
|
29,622
|
|
|
26,605
|
|
|
31,047
|
|
|||||
Total assets
|
|
$
|
634,297
|
|
|
$
|
507,974
|
|
|
$
|
385,371
|
|
|
$
|
273,493
|
|
|
$
|
196,445
|
|
Liabilities
|
|
$
|
420,974
|
|
|
$
|
287,059
|
|
|
$
|
212,484
|
|
|
$
|
142,786
|
|
|
$
|
112,162
|
|
Whitestone REIT shareholders' equity
|
|
210,072
|
|
|
215,818
|
|
|
166,031
|
|
|
115,958
|
|
|
62,708
|
|
|||||
Noncontrolling interest in subsidiary
|
|
3,251
|
|
|
5,097
|
|
|
6,856
|
|
|
14,749
|
|
|
21,575
|
|
|||||
|
|
$
|
634,297
|
|
|
$
|
507,974
|
|
|
$
|
385,371
|
|
|
$
|
273,493
|
|
|
$
|
196,445
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of common shares
|
|
$
|
6,458
|
|
|
$
|
63,887
|
|
|
$
|
58,679
|
|
|
$
|
59,683
|
|
|
$
|
22,970
|
|
Acquisitions of and additions to real estate
(1)
|
|
142,065
|
|
|
137,024
|
|
|
118,207
|
|
|
88,903
|
|
|
12,768
|
|
|||||
Distributions per share
(2)
|
|
1.13
|
|
|
1.12
|
|
|
1.12
|
|
|
1.09
|
|
|
1.17
|
|
|||||
Funds from operations
(3)
|
|
21,920
|
|
|
17,314
|
|
|
10,273
|
|
|
8,707
|
|
|
8,432
|
|
|||||
Operating Portfolio Occupancy at year end
|
|
87
|
%
|
|
88
|
%
|
|
87
|
%
|
|
87
|
%
|
|
86
|
%
|
|||||
Average aggregate gross leasable area
|
|
5,075
|
|
|
4,537
|
|
|
3.833
|
|
|
3.366
|
|
|
3,058
|
|
|||||
Average rent per square foot
|
|
$
|
13.57
|
|
|
$
|
12.60
|
|
|
$
|
11.86
|
|
|
$
|
10.37
|
|
|
$
|
10.31
|
|
(1)
Including amounts for discontinued operations.
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
(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.”
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Net income attributable to Whitestone REIT
|
|
$
|
7,586
|
|
|
$
|
3,794
|
|
|
$
|
50
|
|
|
$
|
1,123
|
|
|
$
|
1,105
|
|
Depreciation and amortization of real estate assets
(1)
|
|
15,950
|
|
|
13,339
|
|
|
10,108
|
|
|
7,625
|
|
|
6,697
|
|
|||||
Loss or (gain) on sale or disposal of assets
(1)
|
|
(1,776
|
)
|
|
56
|
|
|
112
|
|
|
(251
|
)
|
|
160
|
|
|||||
Net income attributable to noncontrolling interests
|
|
160
|
|
|
125
|
|
|
3
|
|
|
210
|
|
|
470
|
|
|||||
FFO
|
|
$
|
21,920
|
|
|
$
|
17,314
|
|
|
$
|
10,273
|
|
|
$
|
8,707
|
|
|
$
|
8,432
|
|
•
|
37
retail properties containing approximately
3.3 million
square feet of gross leasable area and having a total carrying amount (net of accumulated depreciation) of
$427.6 million
;
|
•
|
four
office properties containing approximately
0.5 million
square feet of gross leasable area and having a total carrying amount (net of accumulated depreciation) of
$36.4 million
; and
|
•
|
11
office/flex properties containing approximately
1.2 million
square feet of gross leasable area and having a total carrying amount (net of accumulated depreciation) of
$37.3 million
.
|
•
|
five
retail properties containing approximately
0.5 million
square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of
$91.7 million
; and
|
•
|
six
parcels of land held for future development having a total carrying amount of
$9.1 million
.
|
|
|
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
|
||||||||||
Comparable
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Renewal Leases
|
|
177
|
|
|
442,855
|
|
|
2.9
|
|
|
$
|
2.12
|
|
|
$
|
14.46
|
|
|
$
|
14.34
|
|
|
6.7
|
%
|
New Leases
|
|
61
|
|
|
105,640
|
|
|
3.8
|
|
|
6.75
|
|
|
14.34
|
|
|
14.07
|
|
|
13.5
|
%
|
|||
Total
|
|
238
|
|
|
548,495
|
|
|
3.1
|
|
|
$
|
3.01
|
|
|
$
|
14.43
|
|
|
$
|
14.29
|
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Number of Leases Signed
|
|
GLA Signed
|
|
Weighted Average Lease Term
(2)
|
|
TI and Incentives per Sq. Ft.
(3)
|
|
Contractual Rent Per Sq. Ft
(4)
|
|
|
|
|
||||||||||
Non-Comparable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Renewal Leases
|
|
12
|
|
|
41,901
|
|
|
4.5
|
|
|
$
|
5.47
|
|
|
$
|
15.45
|
|
|
|
|
|
|||
New Leases
|
|
122
|
|
|
316,062
|
|
|
4.3
|
|
|
11.83
|
|
|
14.25
|
|
|
|
|
|
|||||
Total
|
|
134
|
|
|
357,963
|
|
|
4.3
|
|
|
$
|
11.08
|
|
|
$
|
14.39
|
|
|
|
|
|
(1)
|
Comparable leases represent leases signed on spaces for which there was a former tenant within the last twelve months and the new or renewal square footage was within 25% of the expired square footage.
|
(2)
|
Weighted average lease term is determined on the basis of square footage.
|
(3)
|
Estimated amount per signed 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 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.
|
|
2014
|
|
2013
|
||||
Capital expenditures:
|
|
|
|
||||
Tenant improvements and allowances
|
$
|
3,820
|
|
|
$
|
3,319
|
|
Developments / redevelopments
|
4,311
|
|
|
1,770
|
|
||
Leasing commissions and costs
|
1,576
|
|
|
1,311
|
|
||
Maintenance capital expenditures
|
1,199
|
|
|
1,049
|
|
||
Total capital expenditures
|
$
|
10,906
|
|
|
$
|
7,449
|
|
•
|
Cash flow from operations of
$25,191,000
for the year ended
December 31, 2014
;
|
•
|
Net proceeds of
$6,458,000
from issuance of common shares;
|
•
|
Net proceeds of
$85,300,000
from our revolving credit facility;
|
•
|
Net proceeds of
$44,264,000
from issuance of notes payable net of origination costs;
|
•
|
Payment of dividends and distributions to common shareholders and OP unit holders of
$26,089,000
;
|
•
|
Real estate acquisitions of
$129,439,000
;
|
•
|
Additions to real estate of
$9,330,000
;
|
•
|
Payments of loans of
$3,306,000
;
|
•
|
Payments of exchange offer costs of
$136,000
; and
|
•
|
Repurchase of common shares
$24,000
.
|
|
|
December 31,
|
||||||
Description
|
|
2014
|
|
2013
|
||||
Fixed rate notes
|
|
|
|
|
||||
$10.5 million, LIBOR plus 2.00% Note, due September 24, 2018
(1)
|
|
$
|
10,460
|
|
|
$
|
10,500
|
|
$50.0 million, 0.84% plus 1.35% to 1.90% Note, due February 17, 2017
(2)
|
|
50,000
|
|
|
50,000
|
|
||
$37.0 million 3.76% Note, due December 1, 2020
|
|
36,090
|
|
|
37,000
|
|
||
$6.5 million 3.80% Note, due January 1, 2019
|
|
6,355
|
|
|
6,500
|
|
||
$19.0 million 4.15% Note, due December 1, 2024
|
|
19,000
|
|
|
—
|
|
||
$20.2 million 4.28% Note, due June 6, 2023
|
|
20,200
|
|
|
20,200
|
|
||
$14.0 million 4.34% Note, due September 11, 2024
|
|
14,000
|
|
|
—
|
|
||
$14.3 million 4.34% Note, due September 11, 2024
|
|
14,300
|
|
|
—
|
|
||
$1.0 million 4.75% Note, due December 31, 2014
|
|
—
|
|
|
1,087
|
|
||
$16.5 million 4.97% Note, due September 26, 2023
|
|
16,450
|
|
|
16,450
|
|
||
$15.1 million 4.99% Note, due January 6, 2024
|
|
15,060
|
|
|
15,060
|
|
||
$9.2 million, Prime Rate less 2.00%, due December 29, 2017
(3)
|
|
7,888
|
|
|
7,875
|
|
||
$2.6 million 5.46% Note, due October 1, 2023
|
|
2,583
|
|
|
—
|
|
||
$11.1 million 5.87% Note, due August 6, 2016
|
|
11,607
|
|
|
11,900
|
|
||
Floating rate notes
|
|
|
|
|
||||
Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018
|
|
120,100
|
|
|
84,800
|
|
||
$50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019
|
|
50,000
|
|
|
—
|
|
||
|
|
$
|
394,093
|
|
|
$
|
261,372
|
|
(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 our
$50 million
term loan under the 2013 Facility at
0.84%
.
|
(3)
|
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%
.
|
|
|
Amount Due
|
||
Year
|
|
(in thousands)
|
||
|
|
|
||
2015
|
|
$
|
1,855
|
|
2016
|
|
13,269
|
|
|
2017
|
|
60,213
|
|
|
2018
|
|
132,236
|
|
|
2019
|
|
58,049
|
|
|
Thereafter
|
|
128,471
|
|
|
Total
|
|
$
|
394,093
|
|
|
|
|
|
Payment due by period (in thousands)
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1
year (2015) |
|
1 - 3 years
(2016 - 2017) |
|
3 - 5 years
(2018 - 2019) |
|
More than
5 years (after 2019) |
||||||||||
Long-Term Debt - Principal
|
|
$
|
394,093
|
|
|
$
|
1,855
|
|
|
$
|
73,482
|
|
|
$
|
190,285
|
|
|
$
|
128,471
|
|
Long-Term Debt - Fixed Interest
|
|
52,544
|
|
|
7,702
|
|
|
13,976
|
|
|
11,862
|
|
|
19,004
|
|
|||||
Long-Term Debt - Variable Interest
(1)
|
|
9,206
|
|
|
3,134
|
|
|
4,411
|
|
|
1,661
|
|
|
—
|
|
|||||
Unsecured credit facility - Unused commitment fee
(2)
|
|
2,741
|
|
|
700
|
|
|
1,400
|
|
|
641
|
|
|
—
|
|
|||||
Operating Lease Obligations
|
|
49
|
|
|
29
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
458,633
|
|
|
$
|
13,420
|
|
|
$
|
93,289
|
|
|
$
|
204,449
|
|
|
$
|
147,475
|
|
(1)
|
As of
December 31, 2014
, we had
two
loans totaling
$170.1 million
which bore interest at a floating rate. The variable interest rate payments are based on
LIBOR
plus
1.35%
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, 2014
, of
0.17%
.
|
(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, 2014
balance of
$220.1 million
.
|
|
|
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
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
6,484
|
|
|
$
|
0.2850
|
|
|
$
|
114
|
|
|
$
|
6,598
|
|
Third Quarter
|
|
0.2850
|
|
|
6,457
|
|
|
0.2850
|
|
|
126
|
|
|
6,583
|
|
|||||
Second Quarter
|
|
0.2850
|
|
|
6,367
|
|
|
0.2850
|
|
|
152
|
|
|
6,519
|
|
|||||
First Quarter
|
|
0.2850
|
|
|
6,231
|
|
|
0.2850
|
|
|
158
|
|
|
6,389
|
|
|||||
Total
|
|
$
|
1.1400
|
|
|
$
|
25,539
|
|
|
$
|
1.1400
|
|
|
$
|
550
|
|
|
$
|
26,089
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
5,790
|
|
|
$
|
0.2850
|
|
|
$
|
163
|
|
|
$
|
5,953
|
|
Third Quarter
|
|
0.2850
|
|
|
4,865
|
|
|
0.2850
|
|
|
165
|
|
|
5,030
|
|
|||||
Second Quarter
|
|
0.2850
|
|
|
4,832
|
|
|
0.2850
|
|
|
169
|
|
|
5,001
|
|
|||||
First Quarter
|
|
0.2850
|
|
|
4,807
|
|
|
0.2850
|
|
|
194
|
|
|
5,001
|
|
|||||
Total
|
|
$
|
1.1400
|
|
|
$
|
20,294
|
|
|
$
|
1.1400
|
|
|
$
|
691
|
|
|
$
|
20,985
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Number of properties owned and operated
(1)
|
|
63
|
|
|
57
|
|
||
Aggregate gross leasable area (sq. ft.)
|
|
5,485,793
|
|
|
4,853,930
|
|
||
Ending occupancy rate - operating portfolio
(2)
|
|
87
|
%
|
|
88
|
%
|
||
Ending occupancy rate - all properties
|
|
87
|
%
|
|
87
|
%
|
||
|
|
|
|
|
||||
Total property revenues
|
|
$
|
72,382
|
|
|
$
|
60,492
|
|
Total property expenses
|
|
25,152
|
|
|
22,678
|
|
||
Total other expenses
|
|
41,488
|
|
|
33,851
|
|
||
Provision for income taxes
|
|
282
|
|
|
293
|
|
||
Loss on disposal of assets
|
|
111
|
|
|
49
|
|
||
Income from continuing operations
|
|
5,349
|
|
|
3,621
|
|
||
Income from discontinued operations, net of taxes
|
|
510
|
|
|
298
|
|
||
Gain on sale of property from discontinued operations
|
|
1,887
|
|
|
—
|
|
||
Net income
|
|
7,746
|
|
|
3,919
|
|
||
Less: Net income attributable to noncontrolling interests
|
|
160
|
|
|
125
|
|
||
Net income attributable to Whitestone REIT
|
|
$
|
7,586
|
|
|
$
|
3,794
|
|
|
|
|
|
|
||||
Funds from operations core
(3)
|
|
$
|
28,153
|
|
|
$
|
20,796
|
|
Property net operating income
(4)
|
|
47,230
|
|
|
37,814
|
|
||
Distributions paid on common shares and OP units
|
|
26,089
|
|
|
20,985
|
|
||
Distributions per common share and OP unit
|
|
$
|
1.1400
|
|
|
$
|
1.1400
|
|
Distributions paid as a % of funds from operations core
|
|
93
|
%
|
|
101
|
%
|
(1)
|
Excludes 112,400 square feet of gross leasable area in three office buildings sold on December 31, 2014, Zeta, Royal Crest and Featherwood, located in Houston, Texas.
|
(2)
|
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.
|
(3)
|
For an explanation and reconciliation of funds from operations to net income, see “Funds From Operations” below.
|
(4)
|
For an explanation and reconciliation of property net operating income to net income, see “Property Net Operating Income” below.
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
Overall Property Expenses
|
|
2014
|
|
2013
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Real estate taxes
|
|
$
|
9,747
|
|
|
$
|
8,599
|
|
|
$
|
1,148
|
|
|
13
|
%
|
Utilities
|
|
4,235
|
|
|
3,518
|
|
|
717
|
|
|
20
|
%
|
|||
Contract services
|
|
4,295
|
|
|
3,894
|
|
|
401
|
|
|
10
|
%
|
|||
Repairs and maintenance
|
|
2,370
|
|
|
2,120
|
|
|
250
|
|
|
12
|
%
|
|||
Bad debt
|
|
1,573
|
|
|
1,649
|
|
|
(76
|
)
|
|
(5
|
)%
|
|||
Labor and other
|
|
2,932
|
|
|
2,898
|
|
|
34
|
|
|
1
|
%
|
|||
Total
|
|
$
|
25,152
|
|
|
$
|
22,678
|
|
|
$
|
2,474
|
|
|
11
|
%
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
Same Store Property Expenses
|
|
2014
|
|
2013
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Real estate taxes
|
|
$
|
7,703
|
|
|
$
|
7,715
|
|
|
$
|
(12
|
)
|
|
—
|
%
|
Utilities
|
|
3,497
|
|
|
3,320
|
|
|
177
|
|
|
5
|
%
|
|||
Contract services
|
|
3,596
|
|
|
3,660
|
|
|
(64
|
)
|
|
(2
|
)%
|
|||
Repairs and maintenance
|
|
1,973
|
|
|
2,035
|
|
|
(62
|
)
|
|
(3
|
)%
|
|||
Bad debt
|
|
1,279
|
|
|
1,571
|
|
|
(292
|
)
|
|
(19
|
)%
|
|||
Labor and other
|
|
2,448
|
|
|
2,818
|
|
|
(370
|
)
|
|
(13
|
)%
|
|||
Total
|
|
$
|
20,496
|
|
|
$
|
21,119
|
|
|
$
|
(623
|
)
|
|
(3
|
)%
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
New Store Property Expenses
|
|
2014
|
|
2013
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Real estate taxes
|
|
$
|
2,044
|
|
|
$
|
884
|
|
|
$
|
1,160
|
|
|
131
|
%
|
Utilities
|
|
738
|
|
|
198
|
|
|
540
|
|
|
273
|
%
|
|||
Contract services
|
|
699
|
|
|
234
|
|
|
465
|
|
|
199
|
%
|
|||
Repairs and maintenance
|
|
397
|
|
|
85
|
|
|
312
|
|
|
367
|
%
|
|||
Bad debt
|
|
294
|
|
|
78
|
|
|
216
|
|
|
277
|
%
|
|||
Labor and other
|
|
484
|
|
|
80
|
|
|
404
|
|
|
505
|
%
|
|||
Total
|
|
$
|
4,656
|
|
|
$
|
1,559
|
|
|
$
|
3,097
|
|
|
199
|
%
|
|
|
Year ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
|
|
2014
|
|
2013
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Same store (48 properties)
|
|
|
|
|
|
|
|
|
|||||||
Property revenues
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
$
|
43,585
|
|
|
$
|
43,006
|
|
|
$
|
579
|
|
|
1
|
%
|
Other revenues
|
|
12,574
|
|
|
12,025
|
|
|
549
|
|
|
5
|
%
|
|||
Total property revenues
|
|
56,159
|
|
|
55,031
|
|
|
1,128
|
|
|
2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Property expenses
|
|
|
|
|
|
|
|
|
|||||||
Property operation and maintenance
|
|
12,793
|
|
|
13,394
|
|
|
(601
|
)
|
|
(4
|
)%
|
|||
Real estate taxes
|
|
7,703
|
|
|
7,725
|
|
|
(22
|
)
|
|
—
|
%
|
|||
Total property expenses
|
|
20,496
|
|
|
21,119
|
|
|
(623
|
)
|
|
(3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total same store net operating income
|
|
35,663
|
|
|
33,912
|
|
|
1,751
|
|
|
5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
New store (15 properties)
|
|
|
|
|
|
|
|
|
|||||||
Property revenues
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
12,708
|
|
|
4,291
|
|
|
8,417
|
|
|
196
|
%
|
|||
Other revenues
|
|
3,515
|
|
|
1,170
|
|
|
2,345
|
|
|
200
|
%
|
|||
Total property revenues
|
|
16,223
|
|
|
5,461
|
|
|
10,762
|
|
|
197
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Property expenses
|
|
|
|
|
|
|
|
|
|||||||
Property operation and maintenance
|
|
2,612
|
|
|
685
|
|
|
1,927
|
|
|
281
|
%
|
|||
Real estate taxes
|
|
2,044
|
|
|
874
|
|
|
1,170
|
|
|
134
|
%
|
|||
Total property expenses
|
|
4,656
|
|
|
1,559
|
|
|
3,097
|
|
|
199
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total new store net operating income
|
|
11,567
|
|
|
3,902
|
|
|
7,665
|
|
|
196
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total property net operating income
|
|
47,230
|
|
|
37,814
|
|
|
9,416
|
|
|
25
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Less total other expenses, provision for income taxes and loss on disposal of assets
|
|
41,881
|
|
|
34,193
|
|
|
7,688
|
|
|
22
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations
|
|
5,349
|
|
|
3,621
|
|
|
1,728
|
|
|
48
|
%
|
|||
Income from discontinued operations, net of taxes
|
|
2,397
|
|
|
298
|
|
|
2,099
|
|
|
704
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
7,746
|
|
|
$
|
3,919
|
|
|
$
|
3,827
|
|
|
98
|
%
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
|
|
2014
|
|
2013
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
General and administrative
|
|
$
|
15,274
|
|
|
$
|
10,912
|
|
|
$
|
4,362
|
|
|
40
|
%
|
Depreciation and amortization
|
|
15,725
|
|
|
13,100
|
|
|
2,625
|
|
|
20
|
%
|
|||
Interest expense
|
|
10,579
|
|
|
9,975
|
|
|
604
|
|
|
6
|
%
|
|||
Interest, dividend and other investment income
|
|
(90
|
)
|
|
(136
|
)
|
|
46
|
|
|
(34
|
)%
|
|||
Total other expenses
|
|
$
|
41,488
|
|
|
$
|
33,851
|
|
|
$
|
7,637
|
|
|
23
|
%
|
|
|
Year Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Property revenues
|
|
|
|
|
||||
Rental revenues
|
|
$
|
1,560
|
|
|
$
|
1,565
|
|
Other revenues
|
|
66
|
|
|
88
|
|
||
Total property revenues
|
|
1,626
|
|
|
1,653
|
|
||
|
|
|
|
|
||||
Property expenses
|
|
|
|
|
||||
Property operation and maintenance
|
|
562
|
|
|
664
|
|
||
Real estate taxes
|
|
172
|
|
|
168
|
|
||
Total property expenses
|
|
734
|
|
|
832
|
|
||
|
|
|
|
|
||||
Other expenses
|
|
|
|
|
||||
Interest expense
|
|
314
|
|
|
329
|
|
||
Depreciation and amortization
|
|
58
|
|
|
175
|
|
||
Total other expense
|
|
372
|
|
|
504
|
|
||
|
|
|
|
|
||||
Income before loss on disposal of assets and income taxes
|
|
520
|
|
|
317
|
|
||
|
|
|
|
|
||||
Provision for income taxes
|
|
(10
|
)
|
|
(12
|
)
|
||
Gain (loss) on sale or disposal of property or assets in discontinued operations
|
|
1,887
|
|
|
(7
|
)
|
||
|
|
|
|
|
||||
Income from discontinued operations
|
|
$
|
2,397
|
|
|
$
|
298
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Number of properties owned and operated
(1)
|
|
57
|
|
|
48
|
|
||
Aggregate gross leasable area (sq. ft.)
|
|
4,853,930
|
|
|
4,162,291
|
|
||
Ending occupancy rate - operating portfolio
(2)
|
|
88
|
%
|
|
87
|
%
|
||
Ending occupancy rate - all properties
|
|
87
|
%
|
|
85
|
%
|
||
|
|
|
|
|
||||
Total property revenues
|
|
$
|
60,492
|
|
|
$
|
44,994
|
|
Total property expenses
|
|
22,678
|
|
|
16,842
|
|
||
Total other expenses
|
|
33,851
|
|
|
27,945
|
|
||
Provision for income taxes
|
|
293
|
|
|
275
|
|
||
Loss on disposal of assets
|
|
49
|
|
|
97
|
|
||
Income (loss) from continuing operations
|
|
3,621
|
|
|
(165
|
)
|
||
Income from discontinued operations, net of taxes
|
|
298
|
|
|
218
|
|
||
Net income
|
|
3,919
|
|
|
53
|
|
||
Less: Net income attributable to noncontrolling interests
|
|
125
|
|
|
3
|
|
||
Net income attributable to Whitestone REIT
|
|
$
|
3,794
|
|
|
$
|
50
|
|
|
|
|
|
|
||||
Funds from operations core
(3)
|
|
$
|
20,796
|
|
|
$
|
13,742
|
|
Property net operating income
(4)
|
|
37,814
|
|
|
28,152
|
|
||
Distributions paid on common shares and OP units
|
|
20,985
|
|
|
16,328
|
|
||
Distributions per common share and OP unit
|
|
$
|
1.1400
|
|
|
$
|
1.1400
|
|
Distributions paid as a % of funds from operations core
|
|
101
|
%
|
|
119
|
%
|
(1)
|
Excludes 112,400 square feet of gross leasable area in three office buildings sold on December 31, 2014, Zeta, Royal Crest and Featherwood, located in Houston, Texas.
|
(2)
|
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.
|
(3)
|
For an explanation and reconciliation of funds from operations to net income, see “Funds From Operations” below.
|
(4)
|
For an explanation and reconciliation of property net operating income to net income, see “Property Net Operating Income” below.
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
Overall Property Expenses
|
|
2013
|
|
2012
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Real estate taxes
|
|
$
|
8,599
|
|
|
$
|
6,215
|
|
|
$
|
2,384
|
|
|
38
|
%
|
Utilities
|
|
3,518
|
|
|
2,858
|
|
|
660
|
|
|
23
|
%
|
|||
Contract services
|
|
3,894
|
|
|
2,765
|
|
|
1,129
|
|
|
41
|
%
|
|||
Repairs and maintenance
|
|
2,120
|
|
|
1,680
|
|
|
440
|
|
|
26
|
%
|
|||
Bad debt
|
|
1,649
|
|
|
986
|
|
|
663
|
|
|
67
|
%
|
|||
Labor and other
|
|
2,898
|
|
|
2,338
|
|
|
560
|
|
|
24
|
%
|
|||
Total
|
|
$
|
22,678
|
|
|
$
|
16,842
|
|
|
$
|
5,836
|
|
|
35
|
%
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
Same Store Property Expenses
|
|
2013
|
|
2012
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Real estate taxes
|
|
$
|
5,885
|
|
|
$
|
5,665
|
|
|
$
|
220
|
|
|
4
|
%
|
Utilities
|
|
2,765
|
|
|
2,710
|
|
|
55
|
|
|
2
|
%
|
|||
Contract services
|
|
2,810
|
|
|
2,535
|
|
|
275
|
|
|
11
|
%
|
|||
Repairs and maintenance
|
|
1,578
|
|
|
1,557
|
|
|
21
|
|
|
1
|
%
|
|||
Bad debt
|
|
1,269
|
|
|
856
|
|
|
413
|
|
|
48
|
%
|
|||
Labor and other
|
|
2,143
|
|
|
2,245
|
|
|
(102
|
)
|
|
(5
|
)%
|
|||
Total
|
|
$
|
16,450
|
|
|
$
|
15,568
|
|
|
$
|
882
|
|
|
6
|
%
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
New Store Property Expenses
|
|
2013
|
|
2012
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Real estate taxes
|
|
$
|
2,714
|
|
|
$
|
550
|
|
|
$
|
2,164
|
|
|
393
|
%
|
Utilities
|
|
753
|
|
|
148
|
|
|
605
|
|
|
409
|
%
|
|||
Contract services
|
|
1,084
|
|
|
230
|
|
|
854
|
|
|
371
|
%
|
|||
Repairs and maintenance
|
|
542
|
|
|
123
|
|
|
419
|
|
|
341
|
%
|
|||
Bad debt
|
|
380
|
|
|
130
|
|
|
250
|
|
|
192
|
%
|
|||
Labor and other
|
|
755
|
|
|
93
|
|
|
662
|
|
|
712
|
%
|
|||
Total
|
|
$
|
6,228
|
|
|
$
|
1,274
|
|
|
$
|
4,954
|
|
|
389
|
%
|
|
|
Year ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
|
|
2013
|
|
2012
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
Same store (42 properties)
|
|
|
|
|
|
|
|
|
|||||||
Property revenues
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
$
|
32,667
|
|
|
$
|
31,997
|
|
|
$
|
670
|
|
|
2
|
%
|
Other revenues
|
|
9,439
|
|
|
9,789
|
|
|
(350
|
)
|
|
(4
|
)%
|
|||
Total property revenues
|
|
42,106
|
|
|
41,786
|
|
|
320
|
|
|
1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Property expenses
|
|
|
|
|
|
|
|
|
|||||||
Property operation and maintenance
|
|
10,552
|
|
|
9,884
|
|
|
668
|
|
|
7
|
%
|
|||
Real estate taxes
|
|
5,898
|
|
|
5,684
|
|
|
214
|
|
|
4
|
%
|
|||
Total property expenses
|
|
16,450
|
|
|
15,568
|
|
|
882
|
|
|
6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total same store net operating income
|
|
25,656
|
|
|
26,218
|
|
|
(562
|
)
|
|
(2
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
New store (15 properties)
|
|
|
|
|
|
|
|
|
|||||||
Property revenues
|
|
|
|
|
|
|
|
|
|||||||
Rental revenues
|
|
14,630
|
|
|
2,601
|
|
|
12,029
|
|
|
462
|
%
|
|||
Other revenues
|
|
3,756
|
|
|
607
|
|
|
3,149
|
|
|
519
|
%
|
|||
Total property revenues
|
|
18,386
|
|
|
3,208
|
|
|
15,178
|
|
|
473
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Property expenses
|
|
|
|
|
|
|
|
|
|||||||
Property operation and maintenance
|
|
3,527
|
|
|
743
|
|
|
2,784
|
|
|
375
|
%
|
|||
Real estate taxes
|
|
2,701
|
|
|
531
|
|
|
2,170
|
|
|
409
|
%
|
|||
Total property expenses
|
|
6,228
|
|
|
1,274
|
|
|
4,954
|
|
|
389
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total new store net operating income
|
|
12,158
|
|
|
1,934
|
|
|
10,224
|
|
|
529
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Total property net operating income
|
|
37,814
|
|
|
28,152
|
|
|
9,662
|
|
|
34
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Less total other expenses, provision for income taxes and loss on disposal of assets
|
|
34,193
|
|
|
28,317
|
|
|
5,876
|
|
|
21
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
|
3,621
|
|
|
(165
|
)
|
|
3,786
|
|
|
(2,295
|
)%
|
|||
Income from discontinued operations, net of taxes
|
|
298
|
|
|
218
|
|
|
80
|
|
|
37
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
3,919
|
|
|
$
|
53
|
|
|
$
|
3,866
|
|
|
7,294
|
%
|
|
|
Year Ended December 31,
|
|
Increase
|
|
% Increase
|
|||||||||
|
|
2013
|
|
2012
|
|
(Decrease)
|
|
(Decrease)
|
|||||||
General and administrative
|
|
$
|
10,912
|
|
|
$
|
7,616
|
|
|
$
|
3,296
|
|
|
43
|
%
|
Depreciation and amortization
|
|
13,100
|
|
|
9,889
|
|
|
3,211
|
|
|
32
|
%
|
|||
Executive relocation expense
|
|
—
|
|
|
2,177
|
|
|
(2,177
|
)
|
|
(100
|
)%
|
|||
Interest expense
|
|
9,975
|
|
|
8,553
|
|
|
1,422
|
|
|
17
|
%
|
|||
Interest, dividend and other investment income
|
|
(136
|
)
|
|
(290
|
)
|
|
154
|
|
|
(53
|
)%
|
|||
Total other expenses
|
|
$
|
33,851
|
|
|
$
|
27,945
|
|
|
$
|
5,906
|
|
|
21
|
%
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Property revenues
|
|
|
|
|
||||
Rental revenues
|
|
$
|
1,565
|
|
|
$
|
1,533
|
|
Other revenues
|
|
88
|
|
|
27
|
|
||
Total property revenues
|
|
1,653
|
|
|
1,560
|
|
||
|
|
|
|
|
||||
Property expenses
|
|
|
|
|
||||
Property operation and maintenance
|
|
664
|
|
|
628
|
|
||
Real estate taxes
|
|
168
|
|
|
169
|
|
||
Total property expenses
|
|
832
|
|
|
797
|
|
||
|
|
|
|
|
||||
Other expenses
|
|
|
|
|
||||
Interest expense
|
|
329
|
|
|
340
|
|
||
Depreciation and amortization
|
|
175
|
|
|
179
|
|
||
Total other expense
|
|
504
|
|
|
519
|
|
||
|
|
|
|
|
||||
Income before loss on disposal of assets and income taxes
|
|
317
|
|
|
244
|
|
||
|
|
|
|
|
||||
Provision for income taxes
|
|
(12
|
)
|
|
(15
|
)
|
||
Loss on disposal of assets in discontinued operations
|
|
(7
|
)
|
|
(11
|
)
|
||
|
|
|
|
|
||||
Income from discontinued operations
|
|
$
|
298
|
|
|
$
|
218
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
FFO AND FFO CORE
|
|
|
|
|
|
|
||||||
Net income attributable to Whitestone REIT
|
|
$
|
7,586
|
|
|
$
|
3,794
|
|
|
$
|
50
|
|
Depreciation and amortization of real estate assets
(1)
|
|
15,950
|
|
|
13,339
|
|
|
10,108
|
|
|||
Loss (gain) on disposal or sale of assets
(1)
|
|
(1,776
|
)
|
|
56
|
|
|
112
|
|
|||
Net income attributable to noncontrolling interests
(1)
|
|
160
|
|
|
125
|
|
|
3
|
|
|||
FFO
|
|
$
|
21,920
|
|
|
$
|
17,314
|
|
|
$
|
10,273
|
|
|
|
|
|
|
|
|
||||||
Share-based compensation expense
|
|
$
|
4,736
|
|
|
$
|
2,284
|
|
|
$
|
725
|
|
Acquisition costs
|
|
1,341
|
|
|
1,010
|
|
|
698
|
|
|||
Rental support payments received
|
|
156
|
|
|
188
|
|
|
—
|
|
|||
Relocation arrangement
|
|
—
|
|
|
—
|
|
|
2,177
|
|
|||
Legal recoveries, net
|
|
—
|
|
|
—
|
|
|
(131
|
)
|
|||
FFO Core
|
|
$
|
28,153
|
|
|
$
|
20,796
|
|
|
$
|
13,742
|
|
|
|
Year Ended December 31,
|
||||||||||
PROPERTY NET OPERATING INCOME (“NOI”)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to Whitestone REIT
|
|
$
|
7,586
|
|
|
$
|
3,794
|
|
|
$
|
50
|
|
General and administrative expenses
|
|
15,274
|
|
|
10,912
|
|
|
7,616
|
|
|||
Depreciation and amortization
|
|
15,725
|
|
|
13,100
|
|
|
9,889
|
|
|||
Executive relocation expense
|
|
—
|
|
|
—
|
|
|
2,177
|
|
|||
Interest expense
|
|
10,579
|
|
|
9,975
|
|
|
8,553
|
|
|||
Interest, dividend and other investment income
|
|
(90
|
)
|
|
(136
|
)
|
|
(290
|
)
|
|||
Provision for income taxes
|
|
282
|
|
|
293
|
|
|
275
|
|
|||
Loss on sale or disposal of assets
|
|
111
|
|
|
49
|
|
|
97
|
|
|||
Income from discontinued operations
|
|
(510
|
)
|
|
(298
|
)
|
|
(218
|
)
|
|||
Gain on sale of property
|
|
(1,887
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interests
|
|
160
|
|
|
125
|
|
|
3
|
|
|||
NOI
|
|
$
|
47,230
|
|
|
$
|
37,814
|
|
|
$
|
28,152
|
|
Plan Category
|
|
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)
|
|
|||||
Equity compensation plans approved by security holders
|
|
—
|
|
(1
|
)
|
$
|
—
|
|
|
629,178
|
|
(2)
|
|
|
|
|
|
|
|
|
|||||
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
(3)
|
||
|
|
|
|
|
|
|
|
|||||
Total
|
|
—
|
|
|
$
|
—
|
|
|
629,178
|
|
|
(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 “Plan”).
|
(2)
|
Pursuant the Plan, the maximum aggregate number of common shares that may be issued under the 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 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).
|
(3)
|
Excludes 8,333 restricted common shares issued to trustees outside the Plan.
|
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.
|
2.
|
Financial Statement Schedules.
|
a.
|
Schedule II - Valuation and Qualifying Accounts
|
b.
|
Schedule III - Real Estate and Accumulated Depreciation
|
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.
|
|
|
|
|
WHITESTONE REIT
|
Date:
|
March 2, 2015
|
By:
|
|
/s/ James C. Mastandrea
|
|
|
|
|
James C. Mastandrea, Chairman and CEO
|
March 2, 2015
|
/s/ James C. Mastandrea
|
|
|
James C. Mastandrea, Chairman and CEO
|
|
|
(Principal Executive Officer)
|
|
|
|
|
March 2, 2015
|
/s/ David K. Holeman
|
|
|
David K. Holeman, Chief Financial Officer
|
|
|
(Principal Financial and Principal Accounting Officer)
|
|
|
|
|
March 2, 2015
|
/s/ Daryl J. Carter
|
|
|
Daryl J. Carter, Trustee
|
|
|
|
|
March 2, 2015
|
/s/ Donald F. Keating
|
|
|
Donald F. Keating, Trustee
|
|
|
|
|
March 2, 2015
|
/s/ Paul T. Lambert
|
|
|
Paul T. Lambert, Trustee
|
|
|
|
|
March 2, 2015
|
/s/ Jack L. Mahaffey
|
|
|
Jack L. Mahaffey, Trustee
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
|
|
|
|
|
Page
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
Whitestone REIT and Subsidiaries
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
(in thousands, except per share data)
|
||||||||
|
|
|
||||||
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
ASSETS
|
||||||||
Real estate assets, at cost
|
|
|
|
|
||||
Property
|
|
$
|
673,655
|
|
|
$
|
537,872
|
|
Accumulated depreciation
|
|
(71,587
|
)
|
|
(63,112
|
)
|
||
Total real estate assets
|
|
602,068
|
|
|
474,760
|
|
||
Cash and cash equivalents
|
|
4,236
|
|
|
6,491
|
|
||
Marketable securities
|
|
973
|
|
|
877
|
|
||
Escrows and acquisition deposits
|
|
4,092
|
|
|
2,094
|
|
||
Accrued rents and accounts receivable, net of allowance for doubtful accounts
|
|
11,834
|
|
|
9,768
|
|
||
Unamortized lease commissions and loan costs
|
|
8,879
|
|
|
6,143
|
|
||
Prepaid expenses and other assets
|
|
2,215
|
|
|
2,085
|
|
||
Other assets - discontinued operations
|
|
—
|
|
|
5,756
|
|
||
Total assets
|
|
$
|
634,297
|
|
|
$
|
507,974
|
|
LIABILITIES AND EQUITY
|
||||||||
Liabilities:
|
|
|
|
|
||||
Notes payable
|
|
$
|
394,093
|
|
|
$
|
261,372
|
|
Accounts payable and accrued expenses
|
|
15,882
|
|
|
12,500
|
|
||
Tenants' security deposits
|
|
4,372
|
|
|
3,472
|
|
||
Dividends and distributions payable
|
|
6,627
|
|
|
6,418
|
|
||
Other liabilities - discontinued operations
|
|
—
|
|
|
3,297
|
|
||
Total liabilities
|
|
420,974
|
|
|
287,059
|
|
||
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, 2014 and December 31, 2013, respectively
|
|
—
|
|
|
—
|
|
||
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 22,835,695 and 21,943,700 issued and outstanding as of December 31, 2014 and December 31, 2013, respectively
|
|
23
|
|
|
22
|
|
||
Additional paid-in capital
|
|
304,078
|
|
|
291,571
|
|
||
Accumulated deficit
|
|
(93,938
|
)
|
|
(75,721
|
)
|
||
Accumulated other comprehensive loss
|
|
(91
|
)
|
|
(54
|
)
|
||
Total Whitestone REIT shareholders' equity
|
|
210,072
|
|
|
215,818
|
|
||
Noncontrolling interest in subsidiary
|
|
3,251
|
|
|
5,097
|
|
||
Total equity
|
|
213,323
|
|
|
220,915
|
|
||
Total liabilities and equity
|
|
$
|
634,297
|
|
|
$
|
507,974
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Property revenues
|
|
|
|
|
|
|
||||||
Rental revenues
|
|
$
|
56,293
|
|
|
$
|
47,297
|
|
|
$
|
34,598
|
|
Other revenues
|
|
16,089
|
|
|
13,195
|
|
|
10,396
|
|
|||
Total property revenues
|
|
72,382
|
|
|
60,492
|
|
|
44,994
|
|
|||
|
|
|
|
|
|
|
||||||
Property expenses
|
|
|
|
|
|
|
|
|
|
|||
Property operation and maintenance
|
|
15,405
|
|
|
14,079
|
|
|
10,627
|
|
|||
Real estate taxes
|
|
9,747
|
|
|
8,599
|
|
|
6,215
|
|
|||
Total property expenses
|
|
25,152
|
|
|
22,678
|
|
|
16,842
|
|
|||
|
|
|
|
|
|
|
||||||
Other expenses (income)
|
|
|
|
|
|
|
|
|
|
|||
General and administrative
|
|
15,274
|
|
|
10,912
|
|
|
7,616
|
|
|||
Depreciation and amortization
|
|
15,725
|
|
|
13,100
|
|
|
9,889
|
|
|||
Executive relocation expense
|
|
—
|
|
|
—
|
|
|
2,177
|
|
|||
Interest expense
|
|
10,579
|
|
|
9,975
|
|
|
8,553
|
|
|||
Interest, dividend and other investment income
|
|
(90
|
)
|
|
(136
|
)
|
|
(290
|
)
|
|||
Total other expense
|
|
41,488
|
|
|
33,851
|
|
|
27,945
|
|
|||
|
|
|
|
|
|
|
||||||
Income from continuing operations before loss on sale or disposal of assets and income taxes
|
|
5,742
|
|
|
3,963
|
|
|
207
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
(282
|
)
|
|
(293
|
)
|
|
(275
|
)
|
|||
Loss on sale or disposal of assets
|
|
(111
|
)
|
|
(49
|
)
|
|
(97
|
)
|
|||
Income (loss) from continuing operations
|
|
5,349
|
|
|
3,621
|
|
|
(165
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income from discontinued operations
|
|
510
|
|
|
298
|
|
|
218
|
|
|||
Gain on sale of property from discontinued operations
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations
|
|
2,397
|
|
|
298
|
|
|
218
|
|
|||
|
|
|
|
|
|
|
||||||
Net income
|
|
7,746
|
|
|
3,919
|
|
|
53
|
|
|||
|
|
|
|
|
|
|
||||||
Less: Net income attributable to noncontrolling interests
|
|
160
|
|
|
125
|
|
|
3
|
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to Whitestone REIT
|
|
$
|
7,586
|
|
|
$
|
3,794
|
|
|
$
|
50
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
(0.01
|
)
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.10
|
|
|
0.02
|
|
|
$
|
0.01
|
|
||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.33
|
|
|
$
|
0.21
|
|
|
$
|
0.00
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
(0.01
|
)
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.10
|
|
|
0.01
|
|
|
$
|
0.01
|
|
||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.32
|
|
|
$
|
0.20
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
22,278
|
|
|
18,027
|
|
|
13,496
|
|
|||
Diluted
|
|
22,793
|
|
|
18,273
|
|
|
13,613
|
|
|||
|
|
|
|
|
|
|
||||||
Distributions declared per common share / OP unit
|
|
$
|
1.1400
|
|
|
$
|
1.1400
|
|
|
$
|
1.1400
|
|
|
|
|
|
|
|
|
||||||
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
7,746
|
|
|
$
|
3,919
|
|
|
$
|
53
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive gain (loss)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on cash flow hedging activities
|
|
(136
|
)
|
|
173
|
|
|
1
|
|
|||
Unrealized gain on available-for-sale marketable securities
|
|
96
|
|
|
180
|
|
|
920
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
7,706
|
|
|
4,272
|
|
|
974
|
|
|||
|
|
|
|
|
|
|
||||||
Less: Comprehensive income attributable to noncontrolling interests
|
|
160
|
|
|
136
|
|
|
57
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income attributable to Whitestone REIT
|
|
$
|
7,546
|
|
|
$
|
4,136
|
|
|
$
|
917
|
|
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share and unit data)
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Additional
|
|
|
|
Other
|
|
Total
|
|
Noncontrolling
|
|
|
||||||||||||||||||||
|
|
Common Shares
|
|
Paid-in
|
|
Accumulated
|
|
Comprehensive
|
|
Shareholders'
|
|
Interests
|
|
Total
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Loss
|
|
Equity
|
|
Units
|
|
Dollars
|
|
Equity
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, December 31, 2011
|
|
11,438
|
|
|
$
|
10
|
|
|
$
|
158,127
|
|
|
$
|
(41,060
|
)
|
|
$
|
(1,119
|
)
|
|
$
|
115,958
|
|
|
1,361
|
|
|
$
|
14,749
|
|
|
$
|
130,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exchange of noncontrolling interest OP units for common shares
|
|
676
|
|
|
1
|
|
|
7,272
|
|
|
—
|
|
|
(127
|
)
|
|
7,146
|
|
|
(676
|
)
|
|
(7,146
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exchange offer costs
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common shares
(1)
|
|
4,830
|
|
|
5
|
|
|
58,674
|
|
|
—
|
|
|
(13
|
)
|
|
58,666
|
|
|
—
|
|
|
13
|
|
|
58,679
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common shares under dividend reinvestment plan
|
|
7
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Shared-based compensation
|
|
(8
|
)
|
|
—
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,820
|
)
|
|
—
|
|
|
(16,820
|
)
|
|
—
|
|
|
(817
|
)
|
|
(17,637
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized gain on change in fair value of cash flow hedge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized gain on change in fair value of available-for sale marketable securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
866
|
|
|
866
|
|
|
—
|
|
|
54
|
|
|
920
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
3
|
|
|
53
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, December 31, 2012
|
|
16,943
|
|
|
16
|
|
|
224,237
|
|
|
(57,830
|
)
|
|
(392
|
)
|
|
166,031
|
|
|
685
|
|
|
6,856
|
|
|
172,887
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exchange of noncontrolling interest OP units for common shares
|
|
123
|
|
|
1
|
|
|
1,236
|
|
|
—
|
|
|
(3
|
)
|
|
1,234
|
|
|
(123
|
)
|
|
(1,234
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exchange offer costs
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common shares - ATM Program
(2)
|
|
282
|
|
|
—
|
|
|
4,191
|
|
|
—
|
|
|
—
|
|
|
4,191
|
|
|
—
|
|
|
—
|
|
|
4,191
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common shares under dividend reinvestment plan
|
|
7
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common shares - overnight offering
(3)
|
|
4,600
|
|
|
5
|
|
|
59,691
|
|
|
—
|
|
|
—
|
|
|
59,696
|
|
|
—
|
|
|
—
|
|
|
59,696
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Share-based compensation
|
|
(11
|
)
|
|
—
|
|
|
2,157
|
|
|
—
|
|
|
—
|
|
|
2,157
|
|
|
—
|
|
|
—
|
|
|
2,157
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,685
|
)
|
|
—
|
|
|
(21,685
|
)
|
|
—
|
|
|
(662
|
)
|
|
(22,347
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized gain on change in fair value of cash flow hedge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
167
|
|
|
—
|
|
|
6
|
|
|
173
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized gain on change in fair value of available-for sale marketable securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
174
|
|
|
—
|
|
|
6
|
|
|
180
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,794
|
|
|
—
|
|
|
3,794
|
|
|
—
|
|
|
125
|
|
|
3,919
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, December 31, 2013
|
|
21,944
|
|
|
22
|
|
|
291,571
|
|
|
(75,721
|
)
|
|
(54
|
)
|
|
215,818
|
|
|
562
|
|
|
5,097
|
|
|
220,915
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exchange of noncontrolling interest OP units for common shares
|
|
164
|
|
|
1
|
|
|
1,484
|
|
|
—
|
|
|
2
|
|
|
1,487
|
|
|
(164
|
)
|
|
(1,487
|
)
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Exchange offer costs
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common shares - ATM Program
(4)
|
|
456
|
|
|
—
|
|
|
6,458
|
|
|
—
|
|
|
—
|
|
|
6,458
|
|
|
—
|
|
|
—
|
|
|
6,458
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of common shares under dividend reinvestment plan
|
|
7
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Repurchase of common shares
(5)
|
|
(2
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Share-based compensation
|
|
267
|
|
|
—
|
|
|
4,631
|
|
|
—
|
|
|
—
|
|
|
4,631
|
|
|
—
|
|
|
—
|
|
|
4,631
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,803
|
)
|
|
—
|
|
|
(25,803
|
)
|
|
—
|
|
|
(518
|
)
|
|
(26,321
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized loss on change in fair value of cash flow hedge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
(133
|
)
|
|
—
|
|
|
(3
|
)
|
|
(136
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unrealized gain on change in fair value of available-for sale marketable securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
94
|
|
|
—
|
|
|
2
|
|
|
96
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,586
|
|
|
—
|
|
|
7,586
|
|
|
—
|
|
|
160
|
|
|
7,746
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, December 31, 2014
|
|
22,836
|
|
|
$
|
23
|
|
|
$
|
304,078
|
|
|
$
|
(93,938
|
)
|
|
$
|
(91
|
)
|
|
$
|
210,072
|
|
|
398
|
|
|
$
|
3,251
|
|
|
$
|
213,323
|
|
(1)
|
Net of offering costs of
$3.1 million
.
|
(2)
|
Net of offering costs of
$0.2 million
.
|
(3)
|
Net of offering costs of
$2.6 million
.
|
(4)
|
Net of offering costs of
$0.1 million
.
|
(5)
|
During the year ended December 31, 2014, 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.
|
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) |
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
5,349
|
|
|
$
|
3,621
|
|
|
$
|
(165
|
)
|
Net income from discontinued operations
|
|
2,397
|
|
|
298
|
|
|
218
|
|
|||
Net income
|
|
7,746
|
|
|
3,919
|
|
|
53
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
15,725
|
|
|
13,100
|
|
|
9,889
|
|
|||
Amortization of deferred loan costs
|
|
899
|
|
|
1,046
|
|
|
1,426
|
|
|||
Amortization of notes payable discount
|
|
304
|
|
|
463
|
|
|
317
|
|
|||
Gain on sale of marketable securities
|
|
—
|
|
|
(41
|
)
|
|
(110
|
)
|
|||
Loss on sale or disposal of assets and properties
|
|
111
|
|
|
49
|
|
|
97
|
|
|||
Bad debt expense
|
|
1,602
|
|
|
1,638
|
|
|
986
|
|
|||
Share-based compensation
|
|
4,631
|
|
|
2,284
|
|
|
725
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Escrows and acquisition deposits
|
|
(1,998
|
)
|
|
4,920
|
|
|
(1,103
|
)
|
|||
Accrued rent and accounts receivable
|
|
(3,668
|
)
|
|
(3,589
|
)
|
|
(2,906
|
)
|
|||
Related party receivable
|
|
—
|
|
|
652
|
|
|
(652
|
)
|
|||
Unamortized lease commissions
|
|
(1,526
|
)
|
|
(1,170
|
)
|
|
(943
|
)
|
|||
Prepaid expenses and other assets
|
|
605
|
|
|
938
|
|
|
(506
|
)
|
|||
Accounts payable and accrued expenses
|
|
2,257
|
|
|
(1,242
|
)
|
|
2,754
|
|
|||
Tenants' security deposits
|
|
900
|
|
|
561
|
|
|
798
|
|
|||
Net cash provided by operating activities
|
|
25,191
|
|
|
23,230
|
|
|
10,607
|
|
|||
Net cash provided by operating activities of discontinued operations
|
|
450
|
|
|
654
|
|
|
611
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Acquisitions of real estate
|
|
(129,439
|
)
|
|
(119,102
|
)
|
|
(98,350
|
)
|
|||
Additions to real estate
|
|
(9,330
|
)
|
|
(6,138
|
)
|
|
(10,664
|
)
|
|||
Investments in marketable securities
|
|
—
|
|
|
—
|
|
|
(750
|
)
|
|||
Proceeds from sales of marketable securities
|
|
—
|
|
|
747
|
|
|
5,508
|
|
|||
Net cash used in investing activities
|
|
(138,769
|
)
|
|
(124,493
|
)
|
|
(104,256
|
)
|
|||
Net cash provided by (used in) investing activities of discontinued operations
|
|
7,311
|
|
|
(153
|
)
|
|
(151
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Distributions paid to common shareholders
|
|
(25,539
|
)
|
|
(20,294
|
)
|
|
(15,324
|
)
|
|||
Distributions paid to OP unit holders
|
|
(550
|
)
|
|
(691
|
)
|
|
(1,004
|
)
|
|||
Proceeds from issuance of common shares, net of offering costs
|
|
6,458
|
|
|
63,887
|
|
|
58,679
|
|
|||
Payments of exchange offer costs
|
|
(136
|
)
|
|
(40
|
)
|
|
(479
|
)
|
|||
Proceeds from revolving credit facility, net
|
|
85,300
|
|
|
65,800
|
|
|
58,000
|
|
|||
Proceeds from notes payable
|
|
47,300
|
|
|
105,710
|
|
|
—
|
|
|||
Repayments of notes payable
|
|
(3,306
|
)
|
|
(110,829
|
)
|
|
(4,112
|
)
|
|||
Payments of loan origination costs
|
|
(3,036
|
)
|
|
(2,796
|
)
|
|
(1,688
|
)
|
|||
Repurchase of common shares
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
106,467
|
|
|
100,747
|
|
|
94,072
|
|
|||
Net cash used in financing activities of discontinued operations
|
|
(2,905
|
)
|
|
(38
|
)
|
|
(34
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(2,255
|
)
|
|
(53
|
)
|
|
849
|
|
|||
Cash and cash equivalents at beginning of period
|
|
6,491
|
|
|
6,544
|
|
|
5,695
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
4,236
|
|
|
$
|
6,491
|
|
|
$
|
6,544
|
|
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Supplemental Disclosures
(in thousands)
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
|
$
|
9,562
|
|
|
$
|
9,179
|
|
|
$
|
7,137
|
|
Cash paid for taxes
|
|
$
|
238
|
|
|
$
|
237
|
|
|
$
|
326
|
|
Non cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Disposal of fully depreciated real estate
|
|
$
|
6,092
|
|
|
$
|
278
|
|
|
$
|
—
|
|
Financed insurance premiums
|
|
$
|
888
|
|
|
$
|
883
|
|
|
$
|
856
|
|
Value of shares issued under dividend reinvestment plan
|
|
$
|
94
|
|
|
$
|
99
|
|
|
$
|
90
|
|
Acquired interest rate swap
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,901
|
|
Debt discount on acquired note payable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,329
|
)
|
Value of common shares exchanged for OP units
|
|
$
|
1,484
|
|
|
$
|
1,236
|
|
|
$
|
7,272
|
|
Change in fair value of available-for-sale securities
|
|
$
|
96
|
|
|
$
|
180
|
|
|
$
|
920
|
|
Change in fair value of cash flow hedge
|
|
$
|
(136
|
)
|
|
$
|
173
|
|
|
$
|
1
|
|
Debt assumed with acquisitions of real estate
|
|
$
|
2,586
|
|
|
$
|
11,100
|
|
|
$
|
9,166
|
|
Interest supplement assumed with acquisition of real estate
|
|
$
|
—
|
|
|
$
|
932
|
|
|
$
|
—
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income
|
|
Losses in Accumulated Other Comprehensive Income
|
|
Estimated Fair Value
|
||||||||
Real estate sector common stock
|
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
(133
|
)
|
|
$
|
973
|
|
Total available-for-sale securities
|
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
(133
|
)
|
|
$
|
973
|
|
|
|
December 31, 2013
|
||||||||||||||
|
|
Amortized Cost
|
|
Gains in Accumulated Other Comprehensive Income
|
|
Losses in Accumulated Other Comprehensive Income
|
|
Estimated Fair Value
|
||||||||
Real estate sector common stock
|
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
(229
|
)
|
|
$
|
877
|
|
Total available-for-sale securities
|
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
(229
|
)
|
|
$
|
877
|
|
INCOME STATEMENT DATA
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating revenue
|
|
$
|
82,818
|
|
|
$
|
81,798
|
|
|
$
|
79,445
|
|
Net income
|
|
$
|
10,910
|
|
|
$
|
10,422
|
|
|
$
|
9,072
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Property revenues
|
|
$
|
1,626
|
|
|
$
|
1,653
|
|
|
$
|
1,560
|
|
Property expenses
|
|
734
|
|
|
832
|
|
|
797
|
|
|||
Depreciation and amortization
|
|
314
|
|
|
329
|
|
|
340
|
|
|||
Interest expense
|
|
58
|
|
|
175
|
|
|
179
|
|
|||
Provision for income taxes
|
|
10
|
|
|
12
|
|
|
11
|
|
|||
Loss on sale or disposal of assets
|
|
—
|
|
|
7
|
|
|
15
|
|
|||
Operating income from discontinued operations
|
|
510
|
|
|
298
|
|
|
218
|
|
|||
Gain on sale of property from discontinued operations
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations
|
|
$
|
2,397
|
|
|
$
|
298
|
|
|
$
|
218
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Tenant receivables
|
|
$
|
7,998
|
|
|
$
|
5,623
|
|
Accrued rents and other recoveries
|
|
8,800
|
|
|
7,758
|
|
||
Allowance for doubtful accounts
|
|
(4,964
|
)
|
|
(3,613
|
)
|
||
Totals
|
|
$
|
11,834
|
|
|
$
|
9,768
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Leasing commissions
|
|
$
|
5,936
|
|
|
$
|
6,306
|
|
Deferred financing cost
|
|
5,785
|
|
|
5,146
|
|
||
Total cost
|
|
11,721
|
|
|
11,452
|
|
||
Less: leasing commissions accumulated amortization
|
|
(2,373
|
)
|
|
(3,378
|
)
|
||
Less: deferred financing cost accumulated amortization
|
|
(469
|
)
|
|
(1,931
|
)
|
||
Total cost, net of accumulated amortization
|
|
$
|
8,879
|
|
|
$
|
6,143
|
|
Years Ended December 31,
|
|
Leasing Commissions
|
|
Deferred Financing Costs
|
|
Total
|
||||||
2015
|
|
$
|
935
|
|
|
$
|
1,198
|
|
|
$
|
2,133
|
|
2016
|
|
788
|
|
|
1,191
|
|
|
1,979
|
|
|||
2017
|
|
626
|
|
|
1,041
|
|
|
1,667
|
|
|||
2018
|
|
422
|
|
|
900
|
|
|
1,322
|
|
|||
2019
|
|
272
|
|
|
299
|
|
|
571
|
|
|||
Thereafter
|
|
520
|
|
|
687
|
|
|
1,207
|
|
|||
Total
|
|
$
|
3,563
|
|
|
$
|
5,316
|
|
|
$
|
8,879
|
|
Years Ended December 31,
|
|
Minimum Future Rents
|
||
2015
|
|
$
|
59,186
|
|
2016
|
|
50,889
|
|
|
2017
|
|
41,289
|
|
|
2018
|
|
30,721
|
|
|
2019
|
|
22,257
|
|
|
Thereafter
|
|
68,886
|
|
|
Total
|
|
$
|
273,228
|
|
|
|
December 31,
|
||||||
Description
|
|
2014
|
|
2013
|
||||
Fixed rate notes
|
|
|
|
|
||||
$10.5 million, LIBOR plus 2.00% Note, due September 24, 2018
(1)
|
|
$
|
10,460
|
|
|
$
|
10,500
|
|
$50.0 million, 0.84% plus 1.35% to 1.90% Note, due February 17, 2017
(2)
|
|
50,000
|
|
|
50,000
|
|
||
$37.0 million 3.76% Note, due December 1, 2020
|
|
36,090
|
|
|
37,000
|
|
||
$6.5 million 3.80% Note, due January 1, 2019
|
|
6,355
|
|
|
6,500
|
|
||
$19.0 million 4.15% Note, due December 1, 2024
|
|
19,000
|
|
|
—
|
|
||
$20.2 million 4.28% Note, due June 6, 2023
|
|
20,200
|
|
|
20,200
|
|
||
$14.0 million 4.34% Note, due September 11, 2024
|
|
14,000
|
|
|
—
|
|
||
$14.3 million 4.34% Note, due September 11, 2024
|
|
14,300
|
|
|
—
|
|
||
$1.0 million 4.75% Note, due December 31, 2014
|
|
—
|
|
|
1,087
|
|
||
$16.5 million 4.97% Note, due September 26, 2023
|
|
16,450
|
|
|
16,450
|
|
||
$15.1 million 4.99% Note, due January 6, 2024
|
|
15,060
|
|
|
15,060
|
|
||
$9.2 million, Prime Rate less 2.00%, due December 29, 2017
(3)
|
|
7,888
|
|
|
7,875
|
|
||
$2.6 million 5.46% Note, due October 1, 2023
|
|
2,583
|
|
|
—
|
|
||
$11.1 million 5.87% Note, due August 6, 2016
|
|
11,607
|
|
|
11,900
|
|
||
Floating rate notes
|
|
|
|
|
||||
Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018
|
|
120,100
|
|
|
84,800
|
|
||
$50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019
|
|
50,000
|
|
|
—
|
|
||
|
|
$
|
394,093
|
|
|
$
|
261,372
|
|
(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 our
$50 million
term loan under our unsecured credit facility at
0.84%
.
|
(3)
|
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%
.
|
•
|
$400 million
unsecured revolving credit facility (the “Revolver”);
|
•
|
$50 million
unsecured term loan (the “Term Loan 1”); and
|
•
|
$50 million
unsecured term loan (the “Term Loan 2”).
|
|
|
Amount Due
|
||
Year
|
|
(in thousands)
|
||
2015
|
|
$
|
1,855
|
|
2016
|
|
13,269
|
|
|
2017
|
|
60,213
|
|
|
2018
|
|
132,236
|
|
|
2019
|
|
58,049
|
|
|
Thereafter
|
|
128,471
|
|
|
Total
|
|
$
|
394,093
|
|
|
|
|
|
Payment due by period (in thousands)
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1
year (2014)
|
|
1 - 3 years
(2015 - 2016)
|
|
3 - 5 years
(2017 - 2018)
|
|
More than
5 years
(after 2018)
|
||||||||||
Long-Term Debt - Principal
|
|
$
|
394,093
|
|
|
$
|
1,855
|
|
|
$
|
73,482
|
|
|
$
|
190,285
|
|
|
$
|
128,471
|
|
Long-Term Debt - Fixed Interest
|
|
52,544
|
|
|
7,702
|
|
|
13,976
|
|
|
11,862
|
|
|
19,004
|
|
|||||
Long-Term Debt - Variable Interest
(1)
|
|
9,206
|
|
|
3,134
|
|
|
4,411
|
|
|
1,661
|
|
|
—
|
|
|||||
Unsecured credit facility - Unused commitment fee
(2)
|
|
2,741
|
|
|
700
|
|
|
1,400
|
|
|
641
|
|
|
—
|
|
|||||
Operating Lease Obligations
|
|
49
|
|
|
29
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
458,633
|
|
|
$
|
13,420
|
|
|
$
|
93,289
|
|
|
$
|
204,449
|
|
|
$
|
147,475
|
|
(1)
|
As of
December 31, 2014
, we had
two
loans totaling
$170.1 million
which bore interest at a floating rate. The variable interest rate payments are based on
LIBOR
plus
1.35%
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, 2014
, of
0.17%
.
|
(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, 2014
balance of
$220.1 million
.
|
|
|
Balance Sheet Location
|
|
Estimated Fair Value
|
||
Interest rate swaps:
|
|
|
|
|
||
December 31, 2014
|
|
Accounts payable and accrued expenses
|
|
$
|
1,016
|
|
December 31, 2013
|
|
Accounts payable and accrued expenses
|
|
$
|
1,231
|
|
Year Ended
|
|
Amount Recognized as Comprehensive Income (Loss)
|
|
Location of Loss Recognized in Earnings
|
|
Amount of Loss Recognized in Earnings
(1)
|
||||
2014
|
|
$
|
(136
|
)
|
|
Interest expense
|
|
$
|
(838
|
)
|
2013
|
|
$
|
173
|
|
|
Interest expense
|
|
$
|
(363
|
)
|
2012
|
|
$
|
1
|
|
|
Interest expense
|
|
$
|
(146
|
)
|
(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, 2014
,
2013
and
2012
.
|
|
|
Year Ended
|
||||||||||
|
|
December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
5,349
|
|
|
$
|
3,621
|
|
|
$
|
(165
|
)
|
Less: Net (income) loss attributable to noncontrolling interests
|
|
(111
|
)
|
|
(115
|
)
|
|
10
|
|
|||
Distributions paid on unvested restricted shares
|
|
(201
|
)
|
|
(50
|
)
|
|
(22
|
)
|
|||
Income (loss) from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
5,037
|
|
|
3,456
|
|
|
(177
|
)
|
|||
Income from discontinued operations
|
|
2,397
|
|
|
298
|
|
|
218
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
(49
|
)
|
|
(10
|
)
|
|
(13
|
)
|
|||
Income from discontinued operations attributable to Whitestone REIT
|
|
2,348
|
|
|
288
|
|
|
205
|
|
|||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
7,385
|
|
|
$
|
3,744
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares - basic
|
|
22,278
|
|
|
18,027
|
|
|
13,496
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Unvested restricted shares
|
|
515
|
|
|
246
|
|
|
117
|
|
|||
Weighted average number of common shares - dilutive
|
|
22,793
|
|
|
18,273
|
|
|
13,613
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings Per Share:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
(0.01
|
)
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.10
|
|
|
0.02
|
|
|
0.01
|
|
|||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.33
|
|
|
$
|
0.21
|
|
|
$
|
0.00
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.22
|
|
|
$
|
0.19
|
|
|
$
|
(0.01
|
)
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.10
|
|
|
0.01
|
|
|
0.01
|
|
|||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
|
|
$
|
0.32
|
|
|
$
|
0.20
|
|
|
$
|
0.00
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Ordinary income (unaudited)
|
|
53.3
|
%
|
|
38.5
|
%
|
|
34.1
|
%
|
Return of capital (unaudited)
|
|
21.3
|
%
|
|
61.3
|
%
|
|
65.2
|
%
|
Capital gain distributions (unaudited)
|
|
25.4
|
%
|
|
0.2
|
%
|
|
0.7
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
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
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
6,484
|
|
|
$
|
0.2850
|
|
|
$
|
114
|
|
|
$
|
6,598
|
|
Third Quarter
|
|
0.2850
|
|
|
6,457
|
|
|
0.2850
|
|
|
126
|
|
|
6,583
|
|
|||||
Second Quarter
|
|
0.2850
|
|
|
6,367
|
|
|
0.2850
|
|
|
152
|
|
|
6,519
|
|
|||||
First Quarter
|
|
0.2850
|
|
|
6,231
|
|
|
0.2850
|
|
|
158
|
|
|
6,389
|
|
|||||
Total
|
|
$
|
1.1400
|
|
|
$
|
25,539
|
|
|
$
|
1.1400
|
|
|
$
|
550
|
|
|
$
|
26,089
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fourth Quarter
|
|
$
|
0.2850
|
|
|
$
|
5,790
|
|
|
$
|
0.2850
|
|
|
$
|
163
|
|
|
$
|
5,953
|
|
Third Quarter
|
|
0.2850
|
|
|
4,865
|
|
|
0.2850
|
|
|
165
|
|
|
5,030
|
|
|||||
Second Quarter
|
|
0.2850
|
|
|
4,832
|
|
|
0.2850
|
|
|
169
|
|
|
5,001
|
|
|||||
First Quarter
|
|
0.2850
|
|
|
4,807
|
|
|
0.2850
|
|
|
194
|
|
|
5,001
|
|
|||||
Total
|
|
$
|
1.1400
|
|
|
$
|
20,294
|
|
|
$
|
1.1400
|
|
|
$
|
691
|
|
|
$
|
20,985
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
(1)
|
|||
Non-vested at January 1, 2014
|
|
759,711
|
|
|
$
|
13.69
|
|
Granted
|
|
2,058,930
|
|
|
14.40
|
|
|
Modified to new agreements
|
|
(633,704
|
)
|
|
13.88
|
|
|
Modified from existing agreements
|
|
633,704
|
|
|
14.59
|
|
|
Vested
|
|
(133,774
|
)
|
|
12.86
|
|
|
Forfeited
|
|
(273,799
|
)
|
|
14.41
|
|
|
Non-vested at December 31, 2014
|
|
2,411,068
|
|
|
$
|
14.45
|
|
Available for grant at December 31, 2014
|
|
629,178
|
|
|
|
(1)
|
The fair value of the shares granted were determined based on observable market transactions occurring near the date of the grants.
|
|
|
Shares Granted
|
|
Shares Vested
|
||||||||||
Year Ended
|
|
Non-Vested Shares Issued
|
|
Weighted-Average Grant-Date Fair Value
|
|
Vested Shares
|
|
Total Vest-Date Fair Value
|
||||||
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Year Ended December 31, 2014
|
|
2,058,930
|
|
|
$
|
14.40
|
|
|
(133,774
|
)
|
|
$
|
1,721
|
|
Year Ended December 31, 2013
|
|
328,005
|
|
|
$
|
15.43
|
|
|
(15,270
|
)
|
|
$
|
224
|
|
Year Ended December 31, 2012
|
|
99,700
|
|
|
$
|
13.03
|
|
|
(16,208
|
)
|
|
$
|
223
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues from continuing operations
|
|
$
|
17,376
|
|
|
$
|
17,261
|
|
|
$
|
18,540
|
|
|
$
|
19,205
|
|
Income from continuing operations
|
|
2,312
|
|
|
1,135
|
|
|
1,012
|
|
|
890
|
|
||||
Income from discontinued operations
|
|
120
|
|
|
145
|
|
|
109
|
|
|
2,023
|
|
||||
Net income attributable to Whitestone REIT
|
|
2,372
|
|
|
1,252
|
|
|
1,100
|
|
|
2,862
|
|
||||
Basic Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.01
|
|
|
0.00
|
|
|
0.01
|
|
|
0.08
|
|
||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
(1)
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
Diluted Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.01
|
|
|
0.00
|
|
|
0.01
|
|
|
0.09
|
|
||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
(1)
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.12
|
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
13,466
|
|
|
$
|
14,375
|
|
|
$
|
15,870
|
|
|
$
|
16,781
|
|
Income from continuing operations
|
|
$
|
873
|
|
|
$
|
902
|
|
|
$
|
592
|
|
|
$
|
1,254
|
|
Income from discontinued operations
|
|
$
|
113
|
|
|
$
|
101
|
|
|
$
|
43
|
|
|
$
|
41
|
|
Net income attributable to Whitestone REIT
|
|
$
|
949
|
|
|
$
|
970
|
|
|
$
|
614
|
|
|
$
|
1,261
|
|
Basic Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.00
|
|
||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
(1)
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
Diluted Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
Income from discontinued operations attributable to Whitestone REIT
|
|
0.01
|
|
|
0.01
|
|
|
0.00
|
|
|
0.00
|
|
||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares
(1)
|
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
(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.
|
|
|
(in thousands)
|
||||||||||||||
|
|
Balance at
|
|
Charged to
|
|
Deductions
|
|
Balance at
|
||||||||
|
|
Beginning
|
|
Costs and
|
|
from
|
|
End of
|
||||||||
Description
|
|
of Year
|
|
Expense
|
|
Reserves
|
|
Year
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2014
|
|
$
|
3,613
|
|
|
$
|
1,602
|
|
|
$
|
(251
|
)
|
|
$
|
4,964
|
|
Year ended December 31, 2013
|
|
2,226
|
|
|
1,638
|
|
|
(251
|
)
|
|
3,613
|
|
||||
Year ended December 31, 2012
|
|
1,343
|
|
|
986
|
|
|
(103
|
)
|
|
2,226
|
|
|
|
|
|
|
|
Costs Capitalized Subsequent
|
|
Gross Amount at which Carried at
|
||||||||||||||||||||
|
|
Initial Cost (in thousands)
|
|
to Acquisition (in thousands)
|
|
End of Period
(in thousands)
(1) (2)
|
||||||||||||||||||||||
|
|
|
|
Building and
|
|
Improvements
|
|
Carrying
|
|
|
|
Building and
|
|
|
||||||||||||||
Property Name
|
|
Land
|
|
Improvements
|
|
(net)
|
|
Costs
|
|
Land
|
|
Improvements
|
|
Total
|
||||||||||||||
Retail Communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ahwatukee Plaza
|
|
$
|
5,126
|
|
|
$
|
4,086
|
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
5,126
|
|
|
$
|
4,282
|
|
|
$
|
9,408
|
|
Anthem Marketplace
|
|
4,790
|
|
|
17,973
|
|
|
135
|
|
|
—
|
|
|
4,790
|
|
|
18,108
|
|
|
22,898
|
|
|||||||
Bellnott Square
|
|
1,154
|
|
|
4,638
|
|
|
322
|
|
|
—
|
|
|
1,154
|
|
|
4,960
|
|
|
6,114
|
|
|||||||
Bissonnet Beltway
|
|
415
|
|
|
1,947
|
|
|
399
|
|
|
—
|
|
|
415
|
|
|
2,346
|
|
|
2,761
|
|
|||||||
Centre South
|
|
481
|
|
|
1,596
|
|
|
580
|
|
|
—
|
|
|
481
|
|
|
2,176
|
|
|
2,657
|
|
|||||||
The Citadel
|
|
472
|
|
|
1,777
|
|
|
2,492
|
|
|
—
|
|
|
472
|
|
|
4,269
|
|
|
4,741
|
|
|||||||
Desert Canyon
|
|
1,976
|
|
|
1,704
|
|
|
500
|
|
|
—
|
|
|
1,976
|
|
|
2,204
|
|
|
4,180
|
|
|||||||
Fountain Square
|
|
5,573
|
|
|
9,828
|
|
|
1,162
|
|
|
—
|
|
|
5,573
|
|
|
10,990
|
|
|
16,563
|
|
|||||||
Gilbert Tuscany Village
|
|
1,767
|
|
|
3,233
|
|
|
1,261
|
|
|
—
|
|
|
1,767
|
|
|
4,494
|
|
|
6,261
|
|
|||||||
Heritage Trace Plaza
|
|
6,209
|
|
|
13,821
|
|
|
(38
|
)
|
|
—
|
|
|
6,209
|
|
|
13,783
|
|
|
19,992
|
|
|||||||
Holly Knight
|
|
320
|
|
|
1,293
|
|
|
165
|
|
|
—
|
|
|
320
|
|
|
1,458
|
|
|
1,778
|
|
|||||||
Headquarters Village
|
|
7,171
|
|
|
18,439
|
|
|
93
|
|
|
—
|
|
|
7,171
|
|
|
18,532
|
|
|
25,703
|
|
|||||||
Kempwood Plaza
|
|
733
|
|
|
1,798
|
|
|
557
|
|
|
—
|
|
|
733
|
|
|
2,355
|
|
|
3,088
|
|
|||||||
Lion Square
|
|
1,546
|
|
|
4,289
|
|
|
2,918
|
|
|
—
|
|
|
1,546
|
|
|
7,207
|
|
|
8,753
|
|
|||||||
The Marketplace at Central
|
|
1,305
|
|
|
5,324
|
|
|
975
|
|
|
—
|
|
|
1,305
|
|
|
6,299
|
|
|
7,604
|
|
|||||||
Market Street at DC Ranch
|
|
9,710
|
|
|
26,779
|
|
|
857
|
|
|
—
|
|
|
9,710
|
|
|
27,636
|
|
|
37,346
|
|
|||||||
Mercado at Scottsdale Ranch
|
|
8,728
|
|
|
12,560
|
|
|
137
|
|
|
—
|
|
|
8,728
|
|
|
12,697
|
|
|
21,425
|
|
|||||||
Paradise Plaza
|
|
6,155
|
|
|
10,221
|
|
|
406
|
|
|
—
|
|
|
6,155
|
|
|
10,627
|
|
|
16,782
|
|
|||||||
Pinnacle of Scottsdale
|
|
6,648
|
|
|
22,466
|
|
|
901
|
|
|
—
|
|
|
6,648
|
|
|
23,367
|
|
|
30,015
|
|
|||||||
Providence
|
|
918
|
|
|
3,675
|
|
|
630
|
|
|
—
|
|
|
918
|
|
|
4,305
|
|
|
5,223
|
|
|||||||
Shaver
|
|
184
|
|
|
633
|
|
|
(33
|
)
|
|
—
|
|
|
184
|
|
|
600
|
|
|
784
|
|
|||||||
Shops at Pecos Ranch
|
|
3,781
|
|
|
15,123
|
|
|
481
|
|
|
—
|
|
|
3,781
|
|
|
15,604
|
|
|
19,385
|
|
|||||||
Shops at Starwood
|
|
4,093
|
|
|
11,487
|
|
|
121
|
|
|
—
|
|
|
4,093
|
|
|
11,608
|
|
|
15,701
|
|
|||||||
South Richey
|
|
778
|
|
|
2,584
|
|
|
1,895
|
|
|
—
|
|
|
778
|
|
|
4,479
|
|
|
5,257
|
|
|||||||
Spoerlein Commons
|
|
2,340
|
|
|
7,296
|
|
|
322
|
|
|
—
|
|
|
2,340
|
|
|
7,618
|
|
|
9,958
|
|
|||||||
The Strand at Huebner Oaks
|
|
5,805
|
|
|
12,335
|
|
|
—
|
|
|
—
|
|
|
5,805
|
|
|
12,335
|
|
|
18,140
|
|
|||||||
SugarPark Plaza
|
|
1,781
|
|
|
7,125
|
|
|
793
|
|
|
—
|
|
|
1,781
|
|
|
7,918
|
|
|
9,699
|
|
|||||||
Sunridge
|
|
276
|
|
|
1,186
|
|
|
280
|
|
|
—
|
|
|
276
|
|
|
1,466
|
|
|
1,742
|
|
|||||||
Sunset at Pinnacle Peak
|
|
3,610
|
|
|
2,734
|
|
|
319
|
|
|
—
|
|
|
3,610
|
|
|
3,053
|
|
|
6,663
|
|
|||||||
Terravita Marketplace
|
|
7,171
|
|
|
9,392
|
|
|
544
|
|
|
—
|
|
|
7,171
|
|
|
9,936
|
|
|
17,107
|
|
|||||||
Torrey Square
|
|
1,981
|
|
|
2,971
|
|
|
1,155
|
|
|
—
|
|
|
1,981
|
|
|
4,126
|
|
|
6,107
|
|
|||||||
Town Park
|
|
850
|
|
|
2,911
|
|
|
173
|
|
|
—
|
|
|
850
|
|
|
3,084
|
|
|
3,934
|
|
|||||||
Village Square at Dana Park
|
|
10,877
|
|
|
40,252
|
|
|
1,295
|
|
|
—
|
|
|
10,877
|
|
|
41,547
|
|
|
52,424
|
|
|||||||
Webster Pointe
|
|
720
|
|
|
1,150
|
|
|
171
|
|
|
—
|
|
|
720
|
|
|
1,321
|
|
|
2,041
|
|
|||||||
Westchase
|
|
423
|
|
|
1,751
|
|
|
2,742
|
|
|
—
|
|
|
423
|
|
|
4,493
|
|
|
4,916
|
|
|||||||
Williams Trace Plaza
|
|
6,800
|
|
|
14,003
|
|
|
—
|
|
|
—
|
|
|
6,800
|
|
|
14,003
|
|
|
20,803
|
|
|||||||
Windsor Park
|
|
2,621
|
|
|
10,482
|
|
|
7,454
|
|
|
—
|
|
|
2,621
|
|
|
17,936
|
|
|
20,557
|
|
|||||||
|
|
$
|
125,288
|
|
|
$
|
310,862
|
|
|
$
|
32,360
|
|
|
$
|
—
|
|
|
$
|
125,288
|
|
|
$
|
343,222
|
|
|
$
|
468,510
|
|
Office/Flex Communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brookhill
|
|
$
|
186
|
|
|
$
|
788
|
|
|
$
|
357
|
|
|
$
|
—
|
|
|
$
|
186
|
|
|
$
|
1,145
|
|
|
$
|
1,331
|
|
Corporate Park Northwest
|
|
1,534
|
|
|
6,306
|
|
|
1,583
|
|
|
—
|
|
|
1,534
|
|
|
7,889
|
|
|
9,423
|
|
|||||||
Corporate Park West
|
|
2,555
|
|
|
10,267
|
|
|
903
|
|
|
—
|
|
|
2,555
|
|
|
11,170
|
|
|
13,725
|
|
|||||||
Corporate Park Woodland
|
|
652
|
|
|
5,330
|
|
|
514
|
|
|
—
|
|
|
652
|
|
|
5,844
|
|
|
6,496
|
|
|||||||
Dairy Ashford
|
|
226
|
|
|
1,211
|
|
|
80
|
|
|
—
|
|
|
226
|
|
|
1,291
|
|
|
1,517
|
|
|
|
|
|
|
|
Costs Capitalized Subsequent
|
|
Gross Amount at which Carried at
|
||||||||||||||||||||
|
|
Initial Cost (in thousands)
|
|
to Acquisition (in thousands)
|
|
End of Period
(in thousands)
(1) (2)
|
||||||||||||||||||||||
|
|
|
|
Building and
|
|
Improvements
|
|
Carrying
|
|
|
|
Building and
|
|
|
||||||||||||||
Property Name
|
|
Land
|
|
Improvements
|
|
(net)
|
|
Costs
|
|
Land
|
|
Improvements
|
|
Total
|
||||||||||||||
Holly Hall Industrial Park
|
|
608
|
|
|
2,516
|
|
|
383
|
|
|
—
|
|
|
608
|
|
|
2,899
|
|
|
3,507
|
|
|||||||
Interstate 10 Warehouse
|
|
208
|
|
|
3,700
|
|
|
386
|
|
|
—
|
|
|
208
|
|
|
4,086
|
|
|
4,294
|
|
|||||||
Main Park
|
|
1,328
|
|
|
2,721
|
|
|
523
|
|
|
—
|
|
|
1,328
|
|
|
3,244
|
|
|
4,572
|
|
|||||||
Plaza Park
|
|
902
|
|
|
3,294
|
|
|
1,029
|
|
|
—
|
|
|
902
|
|
|
4,323
|
|
|
5,225
|
|
|||||||
Westbelt Plaza
|
|
568
|
|
|
2,165
|
|
|
641
|
|
|
—
|
|
|
568
|
|
|
2,806
|
|
|
3,374
|
|
|||||||
Westgate Service Center
|
|
672
|
|
|
2,776
|
|
|
529
|
|
|
—
|
|
|
672
|
|
|
3,305
|
|
|
3,977
|
|
|||||||
|
|
$
|
9,439
|
|
|
$
|
41,074
|
|
|
$
|
6,928
|
|
|
$
|
—
|
|
|
$
|
9,439
|
|
|
$
|
48,002
|
|
|
$
|
57,441
|
|
Office Communities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
9101 LBJ Freeway
|
|
$
|
1,597
|
|
|
$
|
6,078
|
|
|
$
|
1,120
|
|
|
$
|
—
|
|
|
$
|
1,597
|
|
|
$
|
7,198
|
|
|
$
|
8,795
|
|
Pima Norte
|
|
1,086
|
|
|
7,162
|
|
|
1,690
|
|
|
517
|
|
|
1,086
|
|
|
9,369
|
|
|
10,455
|
|
|||||||
Uptown Tower
|
|
1,621
|
|
|
15,551
|
|
|
3,149
|
|
|
—
|
|
|
1,621
|
|
|
18,700
|
|
|
20,321
|
|
|||||||
Woodlake Plaza
|
|
1,107
|
|
|
4,426
|
|
|
1,251
|
|
|
—
|
|
|
1,107
|
|
|
5,677
|
|
|
6,784
|
|
|||||||
|
|
$
|
5,411
|
|
|
$
|
33,217
|
|
|
$
|
7,210
|
|
|
$
|
517
|
|
|
$
|
5,411
|
|
|
$
|
40,944
|
|
|
$
|
46,355
|
|
Total Operating Portfolio
|
|
$
|
140,138
|
|
|
$
|
385,153
|
|
|
$
|
46,498
|
|
|
$
|
517
|
|
|
$
|
140,138
|
|
|
$
|
432,168
|
|
|
$
|
572,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Corporate Park Woodland II
|
|
$
|
2,758
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
2,758
|
|
|
$
|
5
|
|
|
$
|
2,763
|
|
Fountain Hills Plaza
|
|
5,113
|
|
|
15,340
|
|
|
11
|
|
|
—
|
|
|
5,113
|
|
|
15,351
|
|
|
20,464
|
|
|||||||
Fulton Ranch Towne Center
|
|
7,604
|
|
|
22,612
|
|
|
3
|
|
|
—
|
|
|
7,604
|
|
|
22,615
|
|
|
30,219
|
|
|||||||
The Promenade at Fulton Ranch
|
|
5,198
|
|
|
13,367
|
|
|
6
|
|
|
—
|
|
|
5,198
|
|
|
13,373
|
|
|
18,571
|
|
|||||||
The Shops at Williams Trace
|
|
5,920
|
|
|
14,297
|
|
|
—
|
|
|
—
|
|
|
5,920
|
|
|
14,297
|
|
|
20,217
|
|
|||||||
Total - Development Portfolio
(3)
|
|
$
|
26,593
|
|
|
$
|
65,616
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
26,593
|
|
|
$
|
65,641
|
|
|
$
|
92,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Anthem Marketplace
|
|
$
|
204
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
—
|
|
|
$
|
204
|
|
Dana Park Development
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
4,000
|
|
|||||||
Fountain Hills
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
277
|
|
|||||||
Market Street at DC Ranch
|
|
704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
704
|
|
|
—
|
|
|
704
|
|
|||||||
Pinnacle Phase II
|
|
1,000
|
|
|
—
|
|
|
219
|
|
|
337
|
|
|
1,000
|
|
|
556
|
|
|
1,556
|
|
|||||||
Shops at Starwood Phase III
|
|
1,818
|
|
|
—
|
|
|
176
|
|
|
380
|
|
|
1,818
|
|
|
556
|
|
|
2,374
|
|
|||||||
Total - Property Held for Development
|
|
$
|
8,003
|
|
|
$
|
—
|
|
|
$
|
395
|
|
|
$
|
717
|
|
|
$
|
8,003
|
|
|
$
|
1,112
|
|
|
$
|
9,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Grand Totals
|
|
$
|
174,734
|
|
|
$
|
450,769
|
|
|
$
|
46,918
|
|
|
$
|
1,234
|
|
|
$
|
174,734
|
|
|
$
|
498,921
|
|
|
$
|
673,655
|
|
|
|
|
|
Accumulated Depreciation
|
|
Date of
|
|
Date
|
|
Depreciation
|
||
Property Name
|
|
Encumbrances
|
|
(in thousands)
|
|
Construction
|
|
Acquired
|
|
Life
|
||
Retail Communities:
|
|
|
|
|
|
|
|
|
|
|
||
Ahwatukee Plaza
|
|
|
|
$
|
416
|
|
|
|
|
8/16/2011
|
|
5-39 years
|
Anthem Marketplace
|
|
(4)
|
|
702
|
|
|
|
|
6/28/2013
|
|
5-39 years
|
|
Bellnott Square
|
|
|
|
1,660
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
|
Bissonnet Beltway
|
|
|
|
1,455
|
|
|
|
|
1/1/1999
|
|
5-39 years
|
|
Centre South
|
|
|
|
929
|
|
|
|
|
1/1/2000
|
|
5-39 years
|
|
The Citadel
|
|
|
|
675
|
|
|
|
|
9/28/2010
|
|
5-39 years
|
|
Desert Canyon
|
|
|
|
271
|
|
|
|
|
4/13/2011
|
|
5-39 years
|
|
Fountain Square
|
|
|
|
676
|
|
|
|
|
9/21/2012
|
|
5-39 years
|
|
Gilbert Tuscany Village
|
|
|
|
609
|
|
|
|
|
6/28/2011
|
|
5-39 years
|
|
Heritage Trace Plaza
|
|
|
|
177
|
|
|
|
|
7/1/2014
|
|
5-39 years
|
|
Holly Knight
|
|
|
|
902
|
|
|
|
|
8/1/2000
|
|
5-39 years
|
|
Headquarters Village
|
|
(5)
|
|
846
|
|
|
|
|
3/28/2013
|
|
5-39 years
|
|
Kempwood Plaza
|
|
|
|
1,092
|
|
|
|
|
2/2/1999
|
|
5-39 years
|
|
Lion Square
|
|
|
|
2,783
|
|
|
|
|
1/1/2000
|
|
5-39 years
|
|
The Marketplace at Central
|
|
|
|
693
|
|
|
|
|
11/1/2010
|
|
5-39 years
|
|
Market Street at DC Ranch
|
|
|
|
808
|
|
|
|
|
12/5/2013
|
|
5-39 years
|
|
Mercado at Scottsdale Ranch
|
|
(6)
|
|
515
|
|
|
|
|
6/19/2013
|
|
5-39 years
|
|
Paradise Plaza
|
|
(7)
|
|
663
|
|
|
|
|
8/8/2012
|
|
5-39 years
|
|
Pinnacle of Scottsdale
|
|
(8)
|
|
1,908
|
|
|
|
|
12/22/2011
|
|
5-39 years
|
|
Providence
|
|
|
|
1,704
|
|
|
|
|
3/30/2001
|
|
5-39 years
|
|
Shaver
|
|
|
|
280
|
|
|
|
|
12/17/1999
|
|
5-39 years
|
|
Shops at Pecos Ranch
|
|
(9)
|
|
817
|
|
|
|
|
12/28/2012
|
|
5-39 years
|
|
Shops at Starwood
|
|
(10)
|
|
908
|
|
|
|
|
12/28/2011
|
|
5-39 years
|
|
South Richey
|
|
|
|
1,554
|
|
|
|
|
8/25/1999
|
|
5-39 years
|
|
Spoerlein Commons
|
|
|
|
1,273
|
|
|
|
|
1/16/2009
|
|
5-39 years
|
|
The Strand at Huebner Oaks
|
|
|
|
79
|
|
|
|
|
9/19/2014
|
|
5-39 years
|
|
SugarPark Plaza
|
|
|
|
2,202
|
|
|
|
|
9/8/2004
|
|
5-39 years
|
|
Sunridge
|
|
|
|
564
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
|
Sunset at Pinnacle Peak
|
|
|
|
210
|
|
|
|
|
5/29/2012
|
|
5-39 years
|
|
Terravita Marketplace
|
|
(11)
|
|
914
|
|
|
|
|
8/8/2011
|
|
5-39 years
|
|
Torrey Square
|
|
|
|
1,875
|
|
|
|
|
1/1/2000
|
|
5-39 years
|
|
Town Park
|
|
|
|
1,598
|
|
|
|
|
1/1/1999
|
|
5-39 years
|
|
Village Square at Dana Park
|
|
(12)
|
|
2,344
|
|
|
|
|
9/21/2012
|
|
5-39 years
|
|
Webster Pointe
|
|
|
|
631
|
|
|
|
|
1/1/2000
|
|
5-39 years
|
|
Westchase
|
|
|
|
1,314
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
|
Williams Trace Plaza
|
|
|
|
—
|
|
|
|
|
12/24/2014
|
|
5-39 years
|
|
Windsor Park
|
|
|
|
4,828
|
|
|
|
|
12/16/2003
|
|
5-39 years
|
|
|
|
|
|
$
|
40,875
|
|
|
|
|
|
|
|
Office/Flex Communities:
|
|
|
|
|
|
|
|
|
|
|
||
Brookhill
|
|
|
|
$
|
397
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
Corporate Park Northwest
|
|
|
|
2,725
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
|
Corporate Park West
|
|
(13)
|
|
4,007
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
|
Corporate Park Woodland
|
|
(13)
|
|
2,761
|
|
|
11/1/2000
|
|
|
|
5-39 years
|
|
Dairy Ashford
|
|
(13)
|
|
603
|
|
|
|
|
1/1/1999
|
|
5-39 years
|
|
Holly Hall Industrial Park
|
|
(13)
|
|
1,040
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
|
Interstate 10 Warehouse
|
|
(13)
|
|
2,434
|
|
|
|
|
1/1/1999
|
|
5-39 years
|
|
Main Park
|
|
(13)
|
|
1,445
|
|
|
|
|
1/1/1999
|
|
5-39 years
|
|
|
|
|
Accumulated Depreciation
|
|
Date of
|
|
Date
|
|
Depreciation
|
||
Property Name
|
|
Encumbrances
|
|
(in thousands)
|
|
Construction
|
|
Acquired
|
|
Life
|
||
Plaza Park
|
|
(13)
|
|
1,987
|
|
|
|
|
1/1/2000
|
|
5-39 years
|
|
Westbelt Plaza
|
|
(13)
|
|
1,501
|
|
|
|
|
1/1/1999
|
|
5-39 years
|
|
Westgate Service Center
|
|
(13)
|
|
1,239
|
|
|
|
|
1/1/2002
|
|
5-39 years
|
|
|
|
|
|
$
|
20,139
|
|
|
|
|
|
|
|
Office Communities:
|
|
|
|
|
|
|
|
|
|
|
||
9101 LBJ Freeway
|
|
|
|
$
|
1,816
|
|
|
|
|
8/10/2005
|
|
5-39 years
|
Pima Norte
|
|
|
|
1,548
|
|
|
|
|
10/4/2007
|
|
5-39 years
|
|
Uptown Tower
|
|
(14)
|
|
5,076
|
|
|
|
|
11/22/2005
|
|
5-39 years
|
|
Woodlake Plaza
|
|
(15)
|
|
1,561
|
|
|
|
|
3/14/2005
|
|
5-39 years
|
|
|
|
|
|
$
|
10,001
|
|
|
|
|
|
|
|
Total Operating Portfolio
|
|
|
|
$
|
71,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Corporate Park Woodland II
|
|
|
|
$
|
3
|
|
|
|
|
10/17/2013
|
|
5-39 years
|
Fountain Hills Plaza
|
|
|
|
492
|
|
|
|
|
10/7/2013
|
|
5-39 years
|
|
Fulton Ranch Towne Center
|
|
|
|
48
|
|
|
|
|
11/5/2014
|
|
5-39 years
|
|
The Promenade at Fulton Ranch
|
|
|
|
29
|
|
|
|
|
11/5/2014
|
|
5-39 years
|
|
The Shops at Williams Trace
|
|
|
|
—
|
|
|
|
|
12/24/2014
|
|
5-39 years
|
|
Total - Development Portfolio
(3)
|
|
|
|
$
|
572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Anthem Marketplace
|
|
|
|
$
|
—
|
|
|
|
|
6/28/2013
|
|
Land - Not Depreciated
|
Dana Park Development
|
|
|
|
—
|
|
|
|
|
9/21/2012
|
|
Land - Not Depreciated
|
|
Fountain Hills
|
|
|
|
—
|
|
|
|
|
10/7/2013
|
|
Land - Not Depreciated
|
|
Market Street at DC Ranch
|
|
|
|
—
|
|
|
|
|
12/5/2013
|
|
Land - Not Depreciated
|
|
Pinnacle Phase II
|
|
|
|
—
|
|
|
|
|
12/28/2011
|
|
Land - Not Depreciated
|
|
Shops at Starwood Phase III
|
|
|
|
—
|
|
|
|
|
12/28/2011
|
|
Land - Not Depreciated
|
|
Total - Property Held For Development
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Grand Total
|
|
|
|
$
|
71,587
|
|
|
|
|
|
|
|
(1)
|
Reconciliations of total real estate carrying value for the three years ended December 31, follows:
|
|
|
( in thousands)
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of period
|
|
$
|
537,872
|
|
|
$
|
401,325
|
|
|
$
|
284,152
|
|
Additions during the period:
|
|
|
|
|
|
|
|
|
|
|||
Acquisitions
|
|
132,734
|
|
|
130,731
|
|
|
107,392
|
|
|||
Improvements
|
|
9,330
|
|
|
6,164
|
|
|
12,631
|
|
|||
|
|
142,064
|
|
|
136,895
|
|
|
120,023
|
|
|||
Deductions - cost of real estate sold or retired
|
|
(6,281
|
)
|
|
(348
|
)
|
|
(2,850
|
)
|
|||
Balance at close of period
|
|
$
|
673,655
|
|
|
$
|
537,872
|
|
|
$
|
401,325
|
|
(2)
|
The aggregate cost of real estate (in thousands) for federal income tax purposes is
$649,771
.
|
(3)
|
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 secures a
$15.1 million
mortgage note.
|
(5)
|
This property secures a
$19.0 million
mortgage note.
|
(6)
|
This property secures a
$11.1 million
mortgage note.
|
(7)
|
This property secures a
$9.2 million
mortgage note.
|
(8)
|
This property secures a
$14.1 million
mortgage note.
|
(9)
|
This property secures a
$14.0 million
mortgage note.
|
(10)
|
This property secures a
$14.3 million
mortgage note.
|
(11)
|
This property secures a
$10.5 million
mortgage note.
|
(12)
|
This property secures a
$2.6 million
mortgage note.
|
(13)
|
These properties secure a
$37.0 million
mortgage note.
|
(14)
|
This property secures a
$16.5 million
mortgage note.
|
(15)
|
This property secures a
$6.5 million
mortgage note.
|
Exhibit No.
|
Description
|
3.1.1
|
Articles of Amendment and Restatement 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 December 6, 2006)
|
3.1.3
|
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)
|
3.1.4
|
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)
|
3.1.5
|
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)
|
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 June 27, 2012)
|
3.1.7
|
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
|
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)
|
10.1
|
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 10, filed on April 30, 2003)
|
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)
|
10.3
|
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
|
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
|
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)
|
10.6
|
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)
|
10.7
|
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)
|
Exhibit No.
|
Description
|
10.8+
|
Whitestone REIT 2008 Long-Term Equity Incentive Ownership Plan (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed July 31, 2008)
|
10.9
|
Promissory Note among Whitestone Corporate Park West, LLC and MidFirst Bank dated August 5, 2008 (previously filed and incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed August 8, 2008)
|
10.10
|
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 8-K, filed October 7, 2008)
|
10.11
|
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 99.2 to the Registrant’s Current Report on Form 8-K, filed October 7, 2008)
|
10.12
|
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 99.3 to the Registrant’s Current Report on Form 8-K, filed October 7, 2008)
|
10.13
|
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 8-K, filed October 7, 2008)
|
10.14
|
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 99.5 to the Registrant’s Current Report on Form 8-K, filed October 7, 2008)
|
10.15
|
Note among Whitestone Offices LLC and Nationwide Life Insurance Company dated October 1, 2008 (previously filed and incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K, filed October 7, 2008)
|
10.16
|
Floating Rate Promissory Note among Whitestone Industrial-Office LLC and Jackson National Life Insurance Company dated October 3, 2008 (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed October 9, 2008)
|
10.17+
|
Form of Restricted Common Share Award Agreement (Performance Vested) (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed January 7, 2009)
|
10.18+
|
Form of Restricted Common Share Award Agreement (Time Vested) (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed January 7, 2009)
|
10.19+
|
Form of Restricted Unit Award Agreement (previously filed and incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed January 7, 2009)
|
10.20
|
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 8-K, filed February 10, 2009)
|
10.21
|
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 10.2 to the Registrant’s Current Report on Form 8-K, filed February 10, 2009)
|
10.22
|
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)
|
Exhibit No.
|
Description
|
10.23
|
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 10.4 to the Registrant’s Current Report on Form 8-K, filed February 10, 2009)
|
10.24
|
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 by reference to Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q, filed on May 15, 2009)
|
10.25+
|
Trustee Restricted Common Share Grant Agreement (Time Vested) between Whitestone REIT and Daryl J. Carter (previously filed and incorporated by reference to Exhibit 10.9 to Registrant’s Quarterly Report on Form 10-Q, filed on May 15, 2009)
|
10.26+
|
Trustee Restricted Common Share Grant Agreement (Time Vested) between Whitestone REIT and Daniel G. 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)
|
10.27+
|
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 10-Q, filed on May 15, 2009)
|
10.28+
|
Trustee Restricted Common Share Grant Agreement (Time Vested) between Whitestone REIT and Jack L. Mahaffey (previously filed and incorporated by reference to Exhibit 10.12 toRegistrant’s Quarterly Report on Form 10-Q, filed on May 15, 2009)
|
10.29
|
Promissory Note dated September 10, 2010 between Whitestone REIT Operating Company IV LLC and MidFirst 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)
|
10.30
|
Modification of Promissory Note dated September 10, 2010 between Whitestone REIT Operating Company IV 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)
|
10.31
|
Limited Guarantee dated September 10, 2010 between Whitestone REIT Operating Company IV LLC and 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)
|
10.32
|
Promissory Note between Whitestone Featherwood LLC and Viewpoint Bank dated March 31, 2011 (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed April 5, 2011)
|
10.33
|
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 REIT, dated December 22, 2011 (previously filed and incorporated by reference to Exhibit 10.35 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012)
|
10.34+
|
First Amendment to the Whitestone REIT 2008 Long-Term Equity Incentive Ownership Plan (previously filed and incorporated by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K, filed on March 1, 2011)
|
Exhibit No.
|
Description
|
10.35+
|
Separation Agreement between Whitestone REIT and Valarie King (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed August 9, 2012)
|
10.36+
|
Summary of Relocation Agreement between Whitestone REIT and James C. Mastandrea (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed August 9, 2012)
|
10.37+
|
Separation Agreement between Whitestone REIT and Richard Rollnick (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed November 6, 2013)
|
10.38
|
Loan Agreement, dated November 26, 2013, by and between Whitestone Industrial-Office LLC and Jackson 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)
|
10.39
|
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 Current Report on Form 8-K, filed December 3, 2013)
|
10.40+
|
Employment Agreement between Whitestone REIT and James C. Mastandrea (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 29, 2014)
|
10.41+
|
Employment Agreement between Whitestone REIT and David K. Holeman (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed August 29, 2014)
|
10.42+
|
Change in Control Agreement between Whitestone REIT and John J. Dee (previously filed and incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed August 29, 2014)
|
10.43+
|
Change in Control Agreement between Whitestone REIT and Bradford D. Johnson (previously filed and incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed August 29, 2014)
|
10.44
|
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 Registrant's Current Report on Form 8-K, filed November 12, 2014)
|
10.45*+
|
Change in Control Agreement between Whitestone REIT and Christine J. Mastandrea
|
12.1*
|
Statement of Calculation of Consolidated Ratio of Earnings to Fixed Charges
|
21.1*
|
List of subsidiaries of Whitestone REIT
|
23.1*
|
Consent of Pannell Kerr Forster of Texas, P.C.
|
24.1
|
Power of Attorney (included on the signature page hereto)
|
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
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||
Earnings
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
5,349
|
|
$
|
3,621
|
|
$
|
(165
|
)
|
$
|
496
|
|
$
|
1,091
|
|
Plus: Taxes
|
282
|
|
293
|
|
275
|
|
214
|
|
253
|
|
|||||
Plus: Fixed charges
|
10,579
|
|
9,975
|
|
8,553
|
|
6,224
|
|
6,040
|
|
|||||
Total earnings
|
$
|
16,210
|
|
$
|
13,889
|
|
$
|
8,663
|
|
$
|
6,934
|
|
$
|
7,384
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
|
|
|
|
|
||||||||||
Interest expense
|
10,579
|
|
9,975
|
|
8,553
|
|
6,224
|
|
6,040
|
|
|||||
Total fixed charges
|
$
|
10,579
|
|
$
|
9,975
|
|
$
|
8,553
|
|
$
|
6,224
|
|
$
|
6,040
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
1.53
|
|
1.39
|
|
1.01
|
|
1.11
|
|
1.22
|
|
NAME OF SUBSIDIARY
|
|
|
JURISDICTION
OF FORMATION
|
|
|
|
|
Whitestone REIT Operating Partnership, LP
|
|
|
Delaware
|
Whitestone Centers LLC
|
|
|
Texas
|
Whitestone Industrial-Office LLC
|
|
|
Texas
|
Whitestone REIT Operating Partnership III GP, LLC
|
|
|
Texas
|
Whitestone REIT Operating Partnership III LP, LTD
|
|
|
Texas
|
Whitestone REIT Operating Partnership III LP
|
|
|
Texas
|
Whitestone REIT Operating Company IV, LLC
|
|
|
Texas
|
Whitestone Pima Norte LLC
|
|
|
Texas
|
Whitestone Corporate Park West LLC
|
|
|
Texas
|
Whitestone Offices LLC
|
|
|
Texas
|
Whitestone Retail Services, L.L.C.
|
|
|
Delaware
|
Whitestone Brokerage Services, L.L.C.
|
|
|
Texas
|
Whitestone SunnySlope Village, L.L.C.
|
|
|
Delaware
|
Whitestone Featherwood, LLC
|
|
|
Texas
|
Whitestone Terravita Marketplace, LLC
|
|
|
Delaware
|
Whitestone Ahwatukee Plaza, LLC
|
|
|
Delaware
|
Whitestone Brokerage Services AZ, LLC
|
|
|
Arizona
|
Whitestone Pinnacle of Scottsdale, LLC
|
|
|
Delaware
|
Whitestone Pinnacle of Scottsdale - Phase II, LLC
|
|
|
Delaware
|
Whitestone Shops At Starwood, LLC
|
|
|
Delaware
|
Whitestone Shops At Starwood - Phase III, LLC
|
|
|
Delaware
|
Whitestone Shops at Pinnacle, LLC
|
|
|
Delaware
|
Whitestone Paradise Village, LLC
|
|
|
Delaware
|
Whitestone Fountain Square, LLC
|
|
|
Delaware
|
Whitestone Village Square at Dana Park, LLC
|
|
|
Delaware
|
Whitestone Village Square at Dana Park Development Land, LLC
|
|
|
Delaware
|
Whitestone Pecos Ranch, LLC
|
|
|
Delaware
|
Whitestone Headquarters Village, LLC
|
|
|
Delaware
|
Whitestone TRS, Inc.
|
|
|
Delaware
|
Whitestone Mercado, LLC
|
|
|
Delaware
|
Whitestone Realty, LLC
|
|
|
Arizona
|
Whitestone Anthem Marketplace, LLC
|
|
|
Delaware
|
Whitestone Uptown Tower, LLC
|
|
|
Delaware
|
Whitestone Anthem Marketplace Development Land, LLC
|
|
|
Delaware
|
Whitestone Fountain Hills, LLC
|
|
|
Delaware
|
Whitestone CP Woodland Ph. 2, LLC
|
|
|
Delaware
|
Whitestone Woodlake Plaza, LLC
|
|
|
Delaware
|
Whitestone Market Street at DC Ranch, LLC
|
|
|
Delaware
|
Whitestone Heritage Trace Plaza 1, LLC
|
|
|
Delaware
|
Whitestone Heritage Trace Plaza 2, LLC
|
|
|
Delaware
|
Whitestone Strand, LLC
|
|
|
Delaware
|
Whitestone Promenade, LLC
|
|
|
Delaware
|
Whitestone Towne Center, LLC
|
|
|
Delaware
|
Whitestone Williams Trace Plaza, LLC
|
|
|
Delaware
|
Whitestone Williams Trace Shops, LLC
|
|
|
Delaware
|
Whitestone Clear Lake Offices, LLC
|
|
|
Delaware
|
Whitestone Village Square at Dana Park Corner, LLC
|
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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.
|
/s/ James C. Mastandrea
|
James C. Mastandrea
|
Chairman and Chief Executive Officer
|
/s/ David K. Holeman
|
David K. Holeman
|
Chief Financial Officer
|