WSR 10-Q (2011-09)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
(Mark One)
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

OR

[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-50256
WHITESTONE REIT
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
 
76-0594970
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)

2600 South Gessner, Suite 500
Houston, Texas
 
77063
(Address of Principal Executive Offices)
 
(Zip Code)

(713) 827-9595
(Registrant's Telephone Number, Including Area Code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ýYes     ¨No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
ýYes    ¨No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨                                                                                           Accelerated filer ¨
Non-accelerated filer (Do not check if a smaller reporting company) ý           Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes   ý No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Class
 
Outstanding as of November 4, 2011
Class A Common Stock, $0.001 par value
 
2,603,294 Shares
Class B Common Stock, $0.001 par value
 
8,833,318 Shares


PART I - FINANCIAL INFORMATION

Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
Item 3.
 
 
Item 4.
 
 

PART II - OTHER INFORMATION

Item 1.
 
 
Item 1A.
 
 
Item 2.
 
 
Item 3.
 
 
Item 4.
 
 
Item 5.
 
 
Item 6.
 
 
 
 
 
 
 
 


Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
 
September 30,
 
December 31,
 
 
2011
 
2010
 
 
(unaudited)
 
 
ASSETS
Real estate assets, at cost:
 
 
 
 
Property
 
$
241,488

 
$
203,223

Accumulated depreciation
 
(43,761
)
 
(38,989
)
Net operating real estate assets
 
197,727

 
164,234

Real estate assets held-for-sale, net
 

 
1,164

Total real estate assets
 
197,727

 
165,398

Cash and cash equivalents
 
32,660

 
17,591

Marketable securities
 
4,579

 

Escrows and acquisition deposits
 
4,092

 
4,385

Accrued rents and accounts receivable, net of allowance for doubtful accounts
 
5,309

 
4,691

Unamortized lease commissions and loan costs
 
3,618

 
3,574

Prepaid expenses and other assets
 
705

 
746

Other assets - discontinued operations
 

 
60

Total assets
 
$
248,690

 
$
196,445

LIABILITIES AND EQUITY
Liabilities:
 
 
 
 
Notes payable
 
$
102,234

 
$
100,941

Accounts payable and accrued expenses
 
7,800

 
7,208

Tenants' security deposits
 
1,956

 
1,768

Dividends and distributions payable
 
3,647

 
2,133

Other liabilities - discontinued operations
 

 
112

Total liabilities
 
115,637

 
112,162

Commitments and contingencies:
 

 

Equity:
 
 
 
 
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued
 
 
 
 
and outstanding at September 30, 2011 and December 31, 2010
 

 

Class A common shares, $0.001 par value per share; 50,000,000 shares authorized;
 
 
 
 
3,471,090 and 3,471,187 issued and outstanding as of September 30, 2011 and
 
 
 
 
December 31, 2010, respectively
 
3

 
3

Class B common shares, $0.001 par value per share; 350,000,000 shares authorized;
 
 
 
 
7,511,269 and 2,200,000 issued and outstanding as of September 30, 2011 and
 
 
 
 
December 31, 2010, respectively
 
7

 
2

Additional paid-in capital
 
153,105

 
93,357

Accumulated other comprehensive loss
 
(1,545
)
 

Accumulated deficit
 
(38,413
)
 
(30,654
)
Total Whitestone REIT shareholders' equity
 
113,157

 
62,708

Noncontrolling interests in subsidiary
 
19,896

 
21,575

Total equity
 
133,053

 
84,283

Total liabilities and equity
 
$
248,690

 
$
196,445


See accompanying notes to Consolidated Financial Statements

3

Table of Contents

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except per share data)

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2011
 
2010
 
2011
 
2010
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
7,075

 
$
6,446

 
$
20,354

 
$
19,167

Other revenues
 
1,704

 
1,410

 
4,415

 
4,069

Total property revenues
 
8,779

 
7,856

 
24,769

 
23,236

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
2,355

 
2,090

 
6,238

 
5,952

Real estate taxes
 
1,259

 
948

 
3,367

 
2,978

Total property expenses
 
3,614

 
3,038

 
9,605

 
8,930

 
 
 
 
 
 
 
 
 
Other expenses (income)
 
 
 
 
 
 
 
 
General and administrative
 
1,495

 
1,263

 
4,737

 
3,735

Depreciation and amortization
 
2,162

 
1,816

 
6,098

 
5,281

Interest expense
 
1,430

 
1,401

 
4,277

 
4,210

Interest, dividend and other investment income
 
(264
)
 
(7
)
 
(379
)
 
(19
)
Total other expense
 
4,823

 
4,473

 
14,733

 
13,207

 
 
 
 
 
 
 
 
 
Income from continuing operations before gain (loss) on disposal of
 
 
 
 
 
 
 
 
assets and income taxes
 
342

 
345

 
431

 
1,099

 
 
 
 
 
 
 
 
 
Provision for income taxes
 
(54
)
 
(56
)
 
(164
)
 
(211
)
Gain (loss) on sale or disposal of assets
 
1

 
(72
)
 
(17
)
 
(113
)
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
289

 
217

 
250

 
775

 
 
 
 
 
 
 
 
 
Income (loss) from discontinued operations
 
(11
)
 
17

 
36

 
49

Gain on sale of property from discontinued operations
 
397

 

 
397

 

 
 
 
 
 
 
 
 
 
Net income
 
675

 
234

 
683

 
824

 
 
 
 
 
 
 
 
 
Less: Net income attributable to noncontrolling interests
 
97

 
57

 
122

 
264

 
 
 
 
 
 
 
 
 
Net income attributable to Whitestone REIT
 
$
578

 
$
177

 
$
561

 
$
560











See accompanying notes to Consolidated Financial Statements

4

Table of Contents

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except per share data)

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2011
 
2010
 
2011
 
2010
 
 
 
 
 
 
 
 
 
Earnings per share - basic
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Whitestone
 
 
 
 
 
 
 
 
REIT excluding amount attributable to unvested restricted shares
 
$
0.02

 
$
0.04

 
$
0.02

 
$
0.14

Income from discontinued operations attributable to Whitestone REIT
 
0.03

 

 
0.05

 
0.01

Net income attributable to common shareholders excluding
 
 
 
 
 
 
 
 
amounts attributable to unvested restricted shares
 
$
0.05

 
$
0.04

 
$
0.07

 
$
0.15

 
 
 
 
 
 
 
 
 
Earnings per share - diluted
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Whitestone
 
 
 
 
 
 
 
 
REIT excluding amount attributable to unvested restricted shares
 
$
0.02

 
$
0.04

 
$
0.02

 
$
0.14

Income from discontinued operations attributable to Whitestone REIT
 
0.03

 

 
0.05

 
0.01

Net income attributable to common shareholders excluding
 
 
 
 
 
 
 
 
amounts attributable to unvested restricted shares
 
$
0.05

 
$
0.04

 
$
0.07

 
$
0.15

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
10,797

 
4,020

 
8,285

 
3,517

Diluted
 
10,809

 
4,040

 
8,300

 
3,548

 
 
 
 
 
 
 
 
 
Dividends declared per Class A common share
 
$
0.2850

 
$
0.2850

 
$
0.8550

 
$
0.9075

Dividends declared per Class B common share (1)
 
0.2850

 
0.2850

 
0.8550

 
0.3810

 
 
 
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
675

 
$
234

 
$
683

 
$
824

 
 
 
 
 
 
 
 
 
Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss on available-for-sale marketable securities
 
(1,672
)
 

 
(1,881
)
 

 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
 
(997
)
 
234

 
(1,198
)
 
824

 
 
 
 
 
 
 
 
 
Less: Comprehensive income (loss) attributable to noncontrolling
 
 
 
 
 
 
 
 
interests
 
(143
)
 
57

 
(214
)
 
264

 
 
 
 
 
 
 
 
 
Comprehensive income (loss) attributable to Whitestone REIT
 
$
(854
)
 
$
177

 
$
(984
)
 
$
560


(1)  
Class B common shares were issued on August 25, 2010 in connection with our initial public offering and listing on the NYSE-Amex. Class B shares received a pro-rated dividend in September 2010. From October 2010 forward, Class A and Class B shares received the same dividend.



See accompanying notes to Consolidated Financial Statements

5

Table of Contents

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(in thousands)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
Class A
 
Class B
 
Additional
 
 
 
Other
 
Total
 
Noncontrolling
 
 
 
 
Common Shares
 
Common Shares
 
Paid-In
 
Accumulated
 
Comprehensive
 
Shareholders'
 
interests
 
Total
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Deficit
 
Loss
 
Equity
 
Units
 
Dollars
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2010
 
3,471

 
$
3

 
2,200

 
$
2

 
$
93,357

 
$
(30,654
)
 
$

 
$
62,708

 
1,815

 
$
21,575

 
$
84,283

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
shares
 

 

 
5,310

 
5

 
59,678

 

 

 
59,683

 

 

 
59,683

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
reinvestment plan
 

 

 
1

 

 
(16
)
 

 

 
(16
)
 

 

 
(16
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
compensation
 

 

 

 

 
86

 

 

 
86

 

 

 
86

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends and
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
distributions
 

 

 

 

 

 
(8,320
)
 

 
(8,320
)
 

 
(1,465
)
 
(9,785
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss on
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
change in fair value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
of available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
marketable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
securities
 

 

 

 

 

 

 
(1,545
)
 
(1,545
)
 

 
(336
)
 
(1,881
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 

 

 

 

 

 
561

 

 
561

 

 
122

 
683

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2011
 
3,471

 
$
3

 
7,511

 
$
7

 
$
153,105

 
$
(38,413
)
 
$
(1,545
)
 
$
113,157

 
1,815

 
$
19,896

 
$
133,053



See accompanying notes to Consolidated Financial Statements


6

Table of Contents

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 
 
Nine Months Ended September 30,
 
 
2011
 
2010
Cash flows from operating activities:
 
 
 
 
Income from continuing operations
 
$
250

 
$
775

Income from discontinued operations
 
433

 
49

Net income
 
683

 
824

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
6,098

 
5,281

Gain on sale of marketable securities
 
(192
)
 

Loss on sale or disposal of assets
 
17

 
113

Bad debt expense
 
379

 
339

Share-based compensation
 
233

 
219

Changes in operating assets and liabilities:
 
 
 
 
Escrows and acquisition deposits
 
385

 
3,893

Accrued rent and accounts receivable
 
(994
)
 
(213
)
Unamortized lease commissions and loan costs
 
(728
)
 
(514
)
Prepaid expenses and other assets
 
599

 
515

Accounts payable and accrued expenses
 
97

 
(2,141
)
Tenants' security deposits
 
188

 
74

Net cash provided by operating activities
 
6,332

 
8,341

Net cash provided by (used in) operating activities of discontinued operations
 
(8
)
 
69

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Additions to real estate
 
(3,966
)
 
(2,439
)
Real estate acquisitions
 
(34,020
)
 
(2,225
)
Investments in marketable securities
 
(13,520
)
 

Proceeds from sales of marketable securities
 
7,252

 

Net cash used in investing activities
 
(44,254
)
 
(4,664
)
Net cash provided by investing activities of discontinued operations
 
1,553

 

 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Dividends paid
 
(6,852
)
 
(3,534
)
Distributions paid to OP unit holders
 
(1,544
)
 
(1,742
)
Proceeds from issuance of common shares
 
59,667

 
23,020

Proceeds from notes payable
 
2,905

 
1,430

Repayments of notes payable
 
(2,356
)
 
(2,231
)
Payments of loan origination costs
 
(374
)
 
(98
)
Repurchase of common shares
 

 
(249
)
Net cash provided by financing activities
 
51,446

 
16,596

 
 
 
 
 
Net increase in cash and cash equivalents
 
15,069

 
20,342

Cash and cash equivalents at beginning of period
 
17,591

 
6,275

Cash and cash equivalents at end of period
 
$
32,660

 
$
26,617


See accompanying notes to Consolidated Financial Statements



7

Table of Contents

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

 
 
Nine Months Ended September 30,
 
 
2011
 
2010
 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest
 
$
4,271

 
$
4,217

Cash paid for taxes
 
215

 
262

 
 
 
 
 
Non cash investing and financing activities:
 
 
 
 
Disposal of fully depreciated real estate
 
$
162

 
$
468

Financed insurance premiums
 
649

 
616

Change in fair value of available-for-sale securities
 
(1,881
)
 

Change in par value of Class A common shares
 

 
7




































See accompanying notes to Consolidated Financial Statements


8

Table of Contents
WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

The use of the words “we,” “us,” “our,” “Company” or “Whitestone” refers to Whitestone REIT and our consolidated subsidiaries, except where the context otherwise requires.

1.  INTERIM FINANCIAL STATEMENTS
 
The consolidated financial statements included in this report are unaudited; however, amounts presented in the consolidated balance sheet as of December 31, 2010 are derived from our audited consolidated financial statements at that date.  The unaudited financial statements as of September 30, 2011 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information on a basis consistent with the annual audited consolidated financial statements and with the instructions to Form 10-Q.
 
The consolidated financial statements presented herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position of Whitestone and our subsidiaries as of September 30, 2011, and the results of operations for the three and nine month periods ended September 30, 2011 and 2010, the consolidated statement of changes in equity for the nine month period ended September 30, 2011 and cash flows for the nine month periods ended September 30, 2011 and 2010.  All of these adjustments are of a normal recurring nature.  The results of operations for the interim period are not necessarily indicative of the results expected for a full year.  The statements should be read in conjunction with the audited consolidated financial statements and the notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2010.
 
Business.  Whitestone was formed as a real estate investment trust (“REIT”), pursuant to the Texas Real Estate Investment Trust Act on August 20, 1998.  In July 2004, Whitestone changed its state of organization from Texas to Maryland.  Whitestone serves as the general partner of Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), which was formed on December 31, 1998 as a Delaware limited partnership.  Whitestone currently conducts substantially all of its operations and activities through the Operating Partnership.  As the general partner of the Operating Partnership, Whitestone has the exclusive authority to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions.  As of September 30, 2011 and December 31, 2010, Whitestone owned and operated 41 and 38 commercial properties, respectively, in and around Houston, Dallas, San Antonio, Chicago and Phoenix.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Consolidation.  We are the sole general partner of the Operating Partnership and possess full legal control and authority over the operations of the Operating Partnership.  As of September 30, 2011 and December 31, 2010, we owned a majority of the partnership interests in the Operating Partnership.  Consequently, the accompanying consolidated financial statements include the accounts of the Operating Partnership.  All significant inter-company balances have been eliminated. Noncontrolling interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than us.  Net income or loss is allocated to noncontrolling interests based on the weighted-average percentage ownership of the Operating Partnership during the year.  Issuance of additional Class A or Class B common shares of beneficial interest in Whitestone (collectively the "common shares") and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, Class A common shares on a one-for-one basis (the “OP units”) changes the ownership interests of both the noncontrolling interests and Whitestone.
  
Basis of Accounting.  Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred.
 
Use of Estimates.   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the estimated allowance for doubtful accounts and estimates supporting our impairment analysis for the carrying values of our real estate assets.  Actual results could differ from those estimates.
 

9

Table of Contents
WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

Reclassifications.  We have reclassified certain prior fiscal year amounts in the accompanying consolidated financial statements in order to be consistent with the current fiscal year presentation.  These reclassifications had no effect on net income or equity.
 
Marketable Securities. We classify our existing marketable equity securities as available-for-sale in accordance with the Financial Accounting Standards Board's ("FASB") Investments-Debt and Equity Securities guidance. These securities are carried at fair value with unrealized gains and losses reported in equity as a component of accumulated other comprehensive income or loss. The fair value of the marketable securities is determined using Level 1 inputs under FASB Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures." Level 1 inputs represent quoted prices available in an active market for identical investments as of the reporting date. Gains and losses on securities sold are based on the specific identification method, and are reported as a component of interest, dividend and other investment income. We recognized a gain on the sale of marketable securities of approximately $154,000 and $192,000 for the three and nine months ended September 30, 2011, respectively. No gain or loss was recognized for the three or nine months ended September 30, 2010. As of September 30, 2011, our investment in available-for-sale marketable securities was approximately $4.6 million, which includes an aggregate unrealized loss of approximately $1.9 million.

Share-Based Compensation.   From time to time, we award nonvested restricted common share awards or restricted common share unit awards which may be converted into common shares, to executive officers and employees under our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”).  The vast majority of the awarded shares and units vest when certain performance conditions are met.  We recognize compensation expense when achievement of the performance conditions is probable based on management's most recent estimates using the fair value of the shares as of the grant date.  For the three months ended September 30, 2011 and 2010, we recognized $78,000 and $76,000 in share-based compensation expense, respectively, and for the nine months ended September 30, 2011 and 2010, we recognized $233,000 and $219,000, respectively.
   
Noncontrolling Interests.  Noncontrolling interests is the portion of equity in a subsidiary not attributable to a parent.  The ownership interests not held by the parent are considered noncontrolling interests.  Accordingly, we have reported noncontrolling interests in equity on the consolidated balance sheets but separate from Whitestone's equity.  On the consolidated statements of operations, subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests.  Consolidated statements of changes in equity are included for quarterly financial statements, including beginning balances, activity for the period and ending balances for shareholders' equity, noncontrolling interests and total equity.
 
See Whitestone's Annual Report on Form 10-K for the year ended December 31, 2010 for further discussion on significant accounting policies.
 
Recent Accounting Pronouncements.  There are no new unimplemented accounting pronouncements that are expected to have a material impact on our results of operations, financial position or cash flows.

3. ACCRUED RENT AND ACCOUNTS RECEIVABLE, NET

Accrued rent and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands):

 
 
September 30, 2011
 
December 31, 2010
 
 
 
 
 
Tenant receivables
 
$
1,729

 
$
1,700

Accrued rent and other recoveries
 
4,764

 
4,256

Allowance for doubtful accounts
 
(1,184
)
 
(1,265
)
Total
 
$
5,309

 
$
4,691






10

Table of Contents
WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

4. UNAMORTIZED LEASING COMMISSIONS AND LOAN COSTS

Costs which have been deferred consist of the following (in thousands):
 
 
September 30, 2011
 
December 31, 2010
 
 
 
 
 
Leasing commissions
 
$
5,361

 
$
4,939

Deferred financing cost
 
2,720

 
2,307

Total cost
 
8,081

 
7,246

Less: leasing commissions accumulated amortization
 
(3,027
)
 
(2,661
)
Less: deferred financing cost accumulated amortization
 
(1,436
)
 
(1,011
)
Total cost, net of accumulated amortization
 
$
3,618

 
$
3,574



5. DEBT

Debt consists of the following (in thousands):
Description
 
September 30, 2011
 
December 31, 2010
Fixed rate notes
 
 
 
 
$3.0 million 6.00% Note, due 2021 (1)
 
$
2,986

 
$

$10.0 million 6.04% Note, due 2014
 
9,370

 
9,498

$1.5 million 6.50% Note, due 2014
 
1,477

 
1,496

$11.2 million 6.52% Note, due 2015
 
10,800

 
10,908

$21.4 million 6.53% Notes, due 2013
 
19,683

 
20,142

$24.5 million 6.56% Note, due 2013
 
23,708

 
24,030

$9.9 million 6.63% Notes, due 2014
 
9,292

 
9,498

$0.5 million 5.05% Notes, due 2011
 
158

 
13

Floating rate note
 
 
 
 

$26.9 million LIBOR + 2.82% Note, due 2013
 
24,760

 
25,356

 
 
$
102,234

 
$
100,941


(1) 
The 6.00% interest rate is fixed through March 30, 2016. On March 31, 2016 the interest rate will reset to the rate of interest for a five year balloon note with a thirty year amortization as published by the Federal Home Loan Bank.

As of September 30, 2011, our debt was collateralized by 24 properties with a carrying value of $111.6 million.  Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and by assignment of certain rents and leases associated with those properties.  As of September 30, 2011, we are in compliance with all loan covenants.

On June 14, 2011, Whitestone, through our Operating Partnership, entered into an agreement with Harris Bank, part of BMO Financial Group, effective June 13, 2011 for an unsecured revolving credit facility (the "Facility") with an initial committed amount of $20 million. The Facility is expandable to $75 million and matures two years from closing, with a 12-month extension available upon lender approval. We will use the Facility for general corporate purposes, including acquisitions and redevelopment of existing properties in our portfolio.

Borrowings under the Facility accrue interest (at our option), based on total indebtedness to total asset value ratio, at either the Eurodollar Loan Rate or the Base Rate at 3.5% to 4.5% and 2.5% to 3.5%, respectively. Base Rate means the higher of: (i) (a) the bank's prime commercial rate, (b) the average rate quoted the bank by two or more Federal funds brokers selected by the bank for sale to the bank at face value of Federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1%, and (c) the LIBOR rate for such day plus 1.00%.

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

Eurodollar Loan Rate means LIBOR divided by the Eurodollar Reserve Percentage. The Eurodollar Reserve Percentage means the maximum reserve percentage at which reserves are imposed by the Board of Governors of the Federal Reserve System.

The Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants, such as information reporting requirements, maximum total indebtedness to total asset value, minimum earnings before interest, tax, depreciation and amortization ("EBITDA") to fixed charges, and maintenance of net worth. The Facility also contains customary events of default with customary cure and notice, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy, and loss of REIT tax status. We are currently in compliance with these covenants. As of September 30, 2011, no amounts were drawn on the Facility, and our borrowing capacity was $20 million.

Scheduled maturities of our debt as of September 30, 2011 are as follows (in thousands):
 
 
Amount Due
Year
 
(in thousands)
 
 
 
2011
 
$
795

2012
 
2,636

2013
 
66,488

2014
 
19,191

2015
 
10,315

2016 and thereafter
 
2,809

Total
 
$
102,234



6.  EARNINGS PER SHARE
 
Basic earnings per share for Whitestone's common shareholders is calculated by dividing income from continuing operations excluding amounts attributable to unvested restricted shares, income from discontinued operations and the net income attributable to non-controlling interests by Whitestone's weighted-average common shares outstanding during the period.  Diluted earnings per share is computed by dividing the net income attributable to common shareholders excluding amounts attributable to unvested restricted shares, income from discontinued operations and the net income attributable to non-controlling interests by the weighted-average number of common shares including any dilutive unvested restricted shares.
 
Certain of Whitestone's performance-based restricted common shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share.   During the three months and nine months ended September 30, 2011 and 2010, 1,814,569 OP Units were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive.
 
For the three and nine months ended September 30, 2011, distributions of $53,000 and $160,000, respectively, were made to the holders of certain restricted common shares, $49,000 and $147,000 of which were charged against earnings for the three and nine months ended September 30, 2011, respectively.  For the three and nine months ended September 30, 2010, distributions of $58,000 and $196,000, respectively, were made to the holders of certain restricted common shares, $52,000 and $175,000 of which were charged against earnings for the three and nine months ended September 30, 2010, respectively.  See Note 11 to our accompanying consolidated financial statements for information related to restricted common shares under the 2008 Plan.


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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2011
 
2010
 
2011
 
2010
(in thousands, except per share data)
 
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
 
Income continuing operations
 
$
289

 
$
217

 
$
250

 
$
775

Less: Net income attributable to noncontrolling interests
 
(41
)
 
(53
)
 
(45
)
 
(248
)
Dividends paid on unvested restricted shares
 
(4
)
 
(6
)
 
(13
)
 
(21
)
Undistributed earnings attributable to unvested restricted shares
 

 

 

 

Income from continuing operations atributable to Whitestone
 
 
 
 
 
 
 
 
REIT excluding amounts attributable to unvested restricted shares
 
244

 
158

 
192

 
506

 
 
 
 
 
 
 
 
 
Income from discontinued operations
 
386

 
17

 
433

 
49

Less: Net income attributable to noncontrolling interests
 
(56
)
 
(4
)
 
(77
)
 
(16
)
Income from discontinued operations attributable to Whitestone REIT
 
330

 
13

 
356

 
33

 
 
 
 
 
 
 
 
 
Net income attributable to common shareholders excluding
 
 
 
 
 
 
 
 
amounts attibutable to unvested restricted shares
 
$
574

 
$
171

 
$
548

 
$
539

 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
Weighted average number of common shares - basic
 
10,797

 
4,020

 
8,285

 
3,517

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Unvested restricted shares
 
12

 
20

 
15

 
31

Weighted average number of common shares - dilutive
 
10,809

 
4,040

 
8,300

 
3,548

 
 
 
 
 
 
 
 
 
Earnings Per Share:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Whitestone
 
 
 
 
 
 
 
 
REIT excluding amounts attributable to unvested restricted shares
 
$
0.02

 
$
0.04

 
$
0.02

 
$
0.14

Income from discontinued operations attributable to Whitestone REIT
 
0.03

 

 
0.05

 
0.01

Net income attributable to common shareholders excluding
 
 
 
 
 
 
 
 
amounts attributable to unvested restricted shares
 
$
0.05

 
$
0.04

 
$
0.07

 
$
0.15

Diluted:
 
 
 
 
 
 
 
 
Income from continuing operations attributable to Whitestone
 
 
 
 
 
 
 
 
REIT excluding amounts attributable to unvested restricted shares
 
$
0.02

 
$
0.04

 
$
0.02

 
$
0.14

Income from discontinued operations attributable to Whitestone REIT
 
0.03

 

 
0.05

 
0.01

Net income attributable to common shareholders excluding
 
 
 
 
 
 
 
 
amounts attributable to unvested restricted shares
 
$
0.05

 
$
0.04

 
$
0.07

 
$
0.15


7. INCOME TAXES
 
Federal income taxes are not provided because we intend to continue to and believe we qualify as a REIT under the provisions of the Internal Revenue Code (the "Code") and because we have distributed and intend to continue to distribute all of our taxable income to our shareholders.  Our shareholders include their proportionate taxable income in their individual tax returns.  As a REIT, we must distribute at least 90% of our real estate investment trust taxable income to our shareholders and meet certain income sources and investment restriction requirements.  In addition, REITs are subject to a number of

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

organizational and operational requirements.  If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates.
 
During 2010, we discovered that we may have inadvertently violated the “5% asset test,” as set forth in Section 856(c)(4)(B)(iii)(I) of the Code, for the quarter ended March 31, 2009 as a result of utilizing a certain cash management arrangement with a commercial bank. If our investment in a commercial paper investment sweep account through such cash management agreement is not treated as cash, and is instead treated as a security of a single issuer for purposes of the “5% asset test,” then we failed the “5% asset test” for the first quarter of our 2009 taxable year. We believe, however, that if we failed the “5% asset test,” our failure would be considered due to reasonable cause and not willful neglect and, therefore, we would not be disqualified as a REIT for our 2009 taxable year. We would be, however, subject to certain reporting requirements and a tax equal to the greater of $50,000 or 35% of the net income from the commercial paper investment account during the period in which we failed to satisfy the “5% asset test.” The amount of such tax is $50,000, and we paid such tax on April 27, 2010.     
    
If the IRS were to assert that we failed the “5% asset test” for the first quarter of our 2009 taxable year and that such failure was not due to reasonable cause, and the courts were to sustain that position, our status as a REIT would terminate as of December 31, 2008. We would not be eligible to again elect REIT status until our 2014 taxable year. Consequently, we would be subject to federal income tax on our taxable income at regular corporate rates without the benefit of the dividends-paid deduction, and our cash available for distributions to shareholders would be reduced.

Taxable income differs from net income for financial reporting purposes principally due to differences in the timing of recognition of interest, real estate taxes, depreciation and rental revenue. 

In May 2006, the State of Texas adopted the Texas Margin Tax effective with franchise tax reports filed on or after January 1, 2008. The Texas Margin Tax is computed by applying the applicable tax rate (1% for us) to the profit margin, which generally will be determined for us as total revenue less a 30% standard deduction.  Although House Bill 3 states that the Texas Margin Tax is not an income tax, SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) which is codified in FASB ASC 740, Income Taxes (“ASC 740”) applies to the Texas Margin Tax.  For the three months ended September 30, 2011 and 2010, we recognized $54,000 and $56,000 in margin tax provision, respectively, and for the nine months ended September 30, 2011 and 2010, we recognized $164,000 and $161,000 in margin tax provision, respectively.


8.  RELATED PARTY TRANSACTIONS
 
Executive Relocation. On July 9, 2010, upon the unanimous recommendation of our Compensation Committee, we entered into an arrangement with Mr. Mastandrea with respect to the disposition of his residence in Cleveland, Ohio. Mr. Mastandrea listed the residence in the second half of 2007 and has had no offers. In the meantime, Mr. Mastandrea has continued to pay for security, taxes, insurance and maintenance expenses related to the residence. In May 2010, we engaged a professional relocation firm to market the home and assist in moving the Mastandrea family to Houston. Since the engagement of the relocation firm, no offers on the home have been received. Under the relocation arrangement, we will pay Mr. Mastandrea the shortfall, if any, in the amount realized from the sale of the Cleveland residence, below $2,450,000, not to exceed $700,000, plus tax on the amount of such payment at the maximum federal income tax rate. The first $450,000 plus any taxes will be paid in cash. Any amount payable in excess of $450,000 will be paid in common shares at the market value of the shares, as determined in the reasonable judgment of the Board, as of the time of the sale of the residence.

The common shares payable to Mr. Mastandrea, if any, will be delivered over four consecutive quarters in equal installments. In addition, the arrangement requires us to continue paying the previously agreed upon cost of housing expenses for the Mastandrea family in Houston, Texas for a period of one year following the date of sale of the residence. We have previously agreed to reimburse Mr. Mastandrea for out of pocket moving costs including packing, temporary storage, transportation and moving supplies.

9.  EQUITY
 
Under our declaration of trust, as amended, we have authority to issue up to 50,000,000 Class A common shares of beneficial interest, $0.001 par value per share (the "Class A shares"), up to 350,000,000 Class B common shares of beneficial interest, $0.001 par value per share (the "Class B shares"), and up to 50,000,000 preferred shares of beneficial interest, $0.001 par value per share.

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

  
Follow-On Offering
On May 10, 2011, we completed a public offering of 5,000,000 Class B common shares and the exercise of the underwriters' over-allotment option to purchase an additional 310,000 Class B common shares at the public offering price of $12 per share.
Net proceeds, after payment of underwriting commissions and transaction costs, were approximately $59.7 million.
We contributed the net proceeds from this offering to our Operating Partnership in exchange for a 5,310,000 OP units, thereby increasing our ownership interest in the Operating Partnership. Our Operating Partnership intends to use the net proceeds from the offering (1) to acquire commercial properties in our target markets, directly from owners or by acquiring loans with the intent to acquire the underlying property through foreclosure or deed in lieu of foreclosure within a short period of time, (2) to redevelop and re-tenant existing properties to create Whitestone-branded Community Centered Properties and (3) for general corporate purposes.
Operating Partnership Units
 
Substantially all of our business is conducted through the Operating Partnership.  We are the sole general partner of the Operating Partnership.  As of September 30, 2011, we owned an 85.7% interest in the Operating Partnership.
 
Limited partners in the Operating Partnership holding OP Units have the right to convert their OP Units into cash or, at our option, Class A common shares at a ratio of one OP Unit for one Class A common share.  Distributions to OP Unit holders are paid at the same rate per unit as dividends per share of Whitestone.  As of September 30, 2011 and December 31, 2010, there were 12,676,115 and 7,364,943 OP Units outstanding, respectively.  We owned 10,861,546 and 5,550,374 OP Units as of September 30, 2011 and December 31, 2010, respectively. The balance of the OP Units is owned by third parties, including certain of our trustees.  Our weighted-average share ownership in the Operating Partnership was approximately 82.2% and 65.2% for the nine months ended September 30, 2011 and September 30, 2010, respectively, and 85.7% and 68.2% for the three months ended September 30, 2011 and September 30, 2010, respectively
 
 Dividends and distributions
 
The following table summarizes the cash dividends paid or payable to holders of common shares and distributions paid or payable to holders of noncontrolling OP Units during the four quarters of 2010 and the quarters ended March 31, 2011, June 30, 2011 and September 30, 2011 (in thousands, except per share data):


15

Table of Contents
WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

 
 
Class A Common Shareholders
 
Class B Common Shareholders
 
Noncontrolling OP Unit Holders
 
Total
Quarter Paid
 
Dividend Per Common Share
 
Total Amount Paid
 
Dividend Per Common Share
 
Total Amount Paid
 
Distribution Per OP Unit
 
Total Amount Paid
 
Total Amount Paid
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Third Quarter
 
$
0.2850

 
$
974

 
$
0.2850

 
$
2,141

 
$
0.2850

 
$
514

 
$
3,629

Second Quarter
 
0.2850

 
989

 
0.2850

 
1,132

 
0.2850

 
515

 
2,636

First Quarter
 
0.2850

 
989

 
0.2850

 
627

 
0.2850

 
515

 
2,131

Total
 
$
0.8550

 
$
2,952

 
$
0.8550

 
$
3,900

 
$
0.8550

 
$
1,544

 
$
8,396

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
$
0.2850

 
$
989

 
$
0.2850

 
$
627

 
$
0.2850

 
$
514

 
$
2,130

Third Quarter
 
0.2850

 
992

 
0.0960

 
211

 
0.2850

 
515

 
1,718

Second Quarter
 
0.3375

 
1,176

 

 

 
0.3375

 
610

 
1,786

First Quarter
 
0.3375

 
1,163

 

 

 
0.3375

 
610

 
1,773

Total
 
$
1.2450

 
$
4,320

 
$
0.3810

 
$
838

 
$
1.2450

 
$
2,249

 
$
7,407


Exchange Offer

On September 2, 2011, we commenced an offer to exchange Class B common shares on a one-for-one basis for (i) up to 867,789 outstanding Class A common shares; and (ii) up to 453,642 outstanding OP units (the “Exchange Offer”). The Exchange Offer expired at 5:00 p.m., EDT, on Monday, October 3, 2011, and 867,789 Class A common shares and 453,642 OP units were accepted for exchange.

10.  COMMITMENTS AND CONTINGENCIES
 
We are subject to various legal proceedings and claims that arise in the ordinary course of business.  These matters are generally covered by insurance.  While the resolution of these matters cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements.
 
Executive Relocation.  On July 9, 2010, upon the unanimous recommendation of our Compensation Committee, we entered into an arrangement with Mr. Mastandrea with respect to the disposition of his residence in Cleveland, Ohio.  Under the relocation arrangement, we will pay Mr. Mastandrea the shortfall, if any, in the amount realized from the sale of the Cleveland residence, below $2,450,000, not to exceed $700,000, plus tax on the amount of such payment at the maximum federal income tax rate.  Any amount payable in excess of $450,000 will be paid in common shares over four consecutive quarters at the market value of the shares, as determined in the reasonable judgment of the Board, as of the time of the sale of the residence.  In addition, the arrangement requires us to continue paying the previously agreed upon cost of housing expenses for the Mastandrea family in Houston, Texas for a period of one year following the date of sale of the residence.  We also previously agreed to reimburse Mr. Mastandrea for out of pocket moving costs including packing, temporary storage, transportation and moving supplies. See also Note 8 above.

11.  INCENTIVE SHARE PLAN
 
On July 29, 2008, our shareholders approved the 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”). On December 22, 2010, our Board amended the 2008 Plan to allow for awards in or related to Class B common shares pursuant to the 2008 Plan. The 2008 Plan, as amended, provides that awards may be made with respect to Class B common shares of Whitestone or OP units, which may be converted into cash or, at our option, Class A common shares of Whitestone. The maximum aggregate number of Class B common shares that may be issued under the 2008 Plan is increased upon each issuance of Class A or Class B common shares by Whitestone (including issuances pursuant to the 2008 Plan) so that at any time the maximum number of shares that may be issued under the 2008 Plan shall equal 12.5% of the aggregate number of

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Table of Contents
WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

Class A and Class B common shares of Whitestone and OP units issued and outstanding (other than treasury shares and/or units issued to or held by Whitestone).

The Compensation Committee of Whitestone’s Board of Trustees administers the 2008 Plan, except with respect to awards to non-employee trustees, for which the 2008 Plan is administered by Whitestone’s Board of Trustees.  The Compensation Committee is authorized to grant stock options, including both incentive stock options and non-qualified stock options, as well as stock appreciation rights, either with or without a related option. The Compensation Committee is also authorized to grant restricted Class B common shares, restricted Class B common share units, performance awards and other share-based awards. 
 
A summary of the share-based incentive plan activity as of and for the nine months ended September 30, 2011 is as follows:

 
 
Shares
 
Weighted-Average
Grant Date
Fair Value (1)
Non-vested at January 1, 2011
 
522,441

 
$
12.48

Granted
 

 

Vested
 
(5,169
)
 
15.45

Forfeited
 
(13,249
)
 
11.17

Non-vested as of September 30, 2011
 
504,023

 
$
12.48

Available for grant at September 30, 2011
 
1,245,638

 
 

(1) 
The fair value of the Class A common shares granted were determined based on observable market transactions occurring near the date of the grants.

A summary of our nonvested and vested shares activity for the nine months ended September 30, 2011 and years ended December 31, 2010, and 2009 is presented below:
 
 
Shares Granted
 
Shares Vested
 
 
Non-Vested Shares Issued
 
Weighted-Average Grant-Date Fair Value
 
Vested Shares
 
Total Vest-Date Fair Value
 
 
 
 
 
 
 
 
(in thousands)
Nine months ended September 30, 2011
 

 
$

 
(5,169
)
 
$
80

Year ended December 31, 2010
 
31,858

 
14.09

 
(55,699
)
 
695

Year ended December 31, 2009
 
600,731

 
12.37

 

 


Total compensation recognized in earnings for share-based payments was $69,000 and $68,000 for the three months ended September 30, 2011 and September 30, 2010, respectively, and $208,000 and $185,000 for the nine months ended September 30, 2011 and September 30, 2010, respectively, which represents achievement of the first performance-based target and anticipated vesting of certain restricted shares with time-based vesting.  With our current asset base, management does not expect to achieve the next performance-based target.  Should we increase our asset base, we may achieve the next performance-based target.  As of September 30, 2011, there was no unrecognized compensation cost related to outstanding nonvested performance-based shares based on management's current estimates. As of September 30, 2011, there was approximately $130,000 in unrecognized compensation cost related to outstanding nonvested time-based shares which are expected to be recognized over a weighted-average period of approximately two years. The fair value of the shares granted during the years ended December 31, 2010 and 2009 was determined based on observable market transactions occurring near the date of the grants.



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Table of Contents
WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

12. GRANTS TO TRUSTEES
On March 25, 2009, each of our independent trustees was granted 1,667 restricted Class A common shares which vest in equal installments in 2010, 2011, and 2012. During the nine months ended September 30, 2011, 2,224 of these restricted shares vested. These restricted shares were granted pursuant to individual grant agreements and not pursuant to our 2008 Plan.
The 8,333 Class A common shares granted to our five independent trustees had a weighted average grant date fair value of $14.81 per share, resulting in total unrecognized compensation cost of approximately $15,000 as of September 30, 2011, which is expected to be recognized over a weighted-average period of approximately one year. The fair value of the shares granted during 2009 was determined based on observable market transactions occurring near the date of the grants.

13. SEGMENT INFORMATION

Historically, our management has not differentiated results of operations by property type or location and therefore does not present segment information.

14. REAL ESTATE

Property Acquisitions. On August 8, 2011, we acquired Terravita Marketplace, a property that meets our Community Centered Property strategy, containing 102,733 leasable square feet, inclusive of 51,434 square feet leased to two tenants under ground leases, located in Scottsdale, Arizona for approximately $16.1 million in cash and net prorations. Terravita Marketplace is surrounded by the gated golf course residential community of Terravita, which was developed by DelWebb Corporation/Pulte, with homes in the $250,000 to $1 million range.

On August 16, 2011, we acquired Ahwatukee Plaza Shopping Center, a property that meets our Community Centered Property strategy for approximately $9.3 million in cash and net prorations. The center contains 72,650 leasable square feet, located in Ahwatukee Foothills neighborhood in south Phoenix, Arizona.

Discontinued Operations. On July 22, 2011, we sold Greens Road Plaza, located in Houston, Texas, for $1.8 million in cash and net prorations. We expect to reinvest the proceeds from the sale of the 20,607 square foot property located in Northeast Houston in acquisitions of Community Centered Properties in our target markets in Arizona, Texas, and Illinois. As a result of the transaction, we have identified the financial results for the the property for the three and nine months ended September 30, 2011 and 2010 and presented them as Discontinued Operations.

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Table of Contents
WHITESTONE REIT AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2011
(Unaudited)

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
 
2011
 
2010
 
2011
 
2010
Property revenues
 
 
 
 
 
 
 
 
Rental revenues
 
$
10

 
$
43

 
$
107

 
$
133

Other revenues
 
2

 
34

 
71

 
105

Total property revenues
 
12

 
77

 
178

 
238

 
 
 
 
 
 
 
 
 
Property expenses
 
 
 
 
 
 
 
 
Property operation and maintenance
 
20

 
37

 
89

 
121

Real estate taxes
 
3

 
8

 
23

 
24

Total property expenses
 
23

 
45

 
112

 
145

 
 
 
 
 
 
 
 
 
Other expenses (income)
 
 
 
 
 
 
 
 
Depreciation and amortization
 

 
14

 
29

 
42

Total other expense
 

 
14

 
29

 
42

 
 
 
 
 
 
 
 
 
Income before loss on disposal of assets and income taxes
 
(11
)
 
18

 
37

 
51

 
 
 
 
 
 
 
 
 
Provision for income taxes
 

 
(1
)
 
(1
)
 
(2
)
Loss on sale or disposal of assets
 
397

 

 
397

 

 
 
 
 
 
 
 
 
 
Income from discontinued operations
 
$
386

 
$
17

 
$
433

 
$
49



15. SUBSEQUENT EVENTS

On September 2, 2011, we commenced an offer to exchange Class B common shares on a one-for-one basis for (i) up to 867,789 outstanding Class A common shares; and (ii) up to 453,642 outstanding OP units (the “Exchange Offer”). The Exchange Offer expired at 5:00 p.m., EDT, on Monday, October 3, 2011, and 867,789 Class A common shares and 453,642 OP units were accepted for exchange.

19

Table of Contents

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the notes thereto included in this quarterly report on Form 10-Q (the “Report”), and the consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2010.  For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited consolidated financial statements included in this Report.

This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters.  These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry.  Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words.  These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
     
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false.  You are cautioned to not place undue reliance on forward-looking statements, which reflect our management's view only as of the date of this Report.  We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.  Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include:

the imposition of federal taxes if we fail to qualify as a REIT in any taxable year or forego an opportunity to ensure REIT status;
uncertainties related to the national economy, the real estate industry in general and in our specific markets;
legislative or regulatory changes, including changes to laws governing REITs;
adverse economic or real estate developments in Texas, Arizona or Illinois;
increases in interest rates and operating costs;
inability to obtain necessary outside financing;
decreases in rental rates or increases in vacancy rates;
litigation risks;
lease-up risks;
inability to renew tenant or obtain new tenants upon the expiration of existing leases;
inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws; and
the potential need to fund tenant improvements or other capital expenditures out of operating cash flow.
 
The forward-looking statements should be read in light of these factors and the factors identified in the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2010, as previously filed with the Securities and Exchange Commission (the “SEC”) and of this Report below.
 
Overview

We are a fully integrated real estate company that owns and operates Community Centered Properties in culturally diverse markets in major metropolitan areas.  We define Community Centered Properties as visibly located properties in established or developing culturally diverse neighborhoods in our target markets.  Founded in 1998, we are internally managed with a portfolio of commercial properties in Texas, Arizona and Illinois.

In October 2006, our current management team joined the Company and adopted a strategic plan to acquire, redevelop, own and operate Community Centered Properties.  We market, lease, and manage our centers to match tenants with the shared needs of the surrounding neighborhood.  Those needs may include specialty retail, grocery, restaurants and medical, educational and financial services.  Our goal is for each property to become a Whitestone-branded business center or retail community that serves a neighboring five-mile radius around our property.  We employ and develop a diverse group of associates who understand the needs of our multicultural communities and tenants.


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As of September 30, 2011, we owned and operated 41 commercial properties consisting of:

Operating Portfolio
nineteen retail centers containing approximately 1.3 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $94.3 million;
seven office centers containing approximately 0.6 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $44.5 million;
eleven office/flex centers containing approximately 1.2 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $41.0 million; and
Redevelopment, New Acquisitions Portfolio
four retail Community Centered properties containing approximately 0.3 million square feet of leasable space and having a total carrying amount (net of accumulated depreciation) of $18.0 million.
As of September 30, 2011, we had a total of 850 tenants.  We have a diversified tenant base with our largest tenant comprising only 1.7% of our annualized rental revenues for the nine months ended September 30, 2011.  Lease terms for our properties range from less than one year for smaller tenants to over 15 years for larger tenants.  Our leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance.  We completed 224 new and renewal leases during the nine months ended September 30, 2011, totaling approximately 636,000 square feet and approximately $25.1 million in total lease value.  This compares to 235 new and renewal leases totaling approximately 535,121 square feet and approximately $20.9 million in total lease value during the same period in 2010.

We employed 61 full-time employees as of September 30, 2011.  As an internally managed REIT, we bear our own expenses of operations, including the salaries, benefits and other compensation of our employees, office expenses, legal, accounting and investor relations expenses and other overhead costs.

How We Derive Our Revenue
 
Substantially all of our revenue is derived from rents received from leases at our properties. We had rental income and tenant reimbursements of approximately $8,779,000 for the three months ended September 30, 2011, as compared to $7,856,000 for the three months ended September 30, 2010, an increase of $923,000, or 12%.  Rental income and tenant reimbursements for the nine months ended September 30, 2011 and 2010 were approximately $24,769,000 and $23,236,000, respectively, an increase of $1,533,000, or 7%. Revenue for the three and nine months ended September 30, 2011 included approximately $792,000 and $1,319,000, respectively, in revenue from properties acquired subsequent to September 27, 2010, which are considered new stores for comparative purposes. An increase in average occupancy of 2.4% offset by a decrease in the average annual rent of approximately $0.19 per leased square foot accounted for an increase in same store tenant rental and reimbursement revenues of approximately $131,000 for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010.  Same store tenant rental and reimbursement revenues increased approximately $214,000 for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010. The increase was driven by a 3.8% increase in average occupancy offset by a $0.43 decrease in average annual rent per leased square foot. Our Operating Portfolio Occupancy Rate as of September 30, 2011 was 86%, as compared to 83% as of September 30, 2010. We define Operating Portfolio Occupancy Rate as physical occupancy on all properties, excluding (i) new acquisitions, through the earlier of attainment of 90% occupancy or 18 months of ownership, and (ii) properties which are undergoing significant redeveloping or re-tenanting.

Known Trends in Our Operations; Outlook for Future Results
 
Rental Income
 
We expect our rental income to increase year-over-year due to the addition of properties. The amount of net rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space, newly acquired properties with vacant space, and space available from unscheduled lease terminations. The amount of rental income we generate also depends on our ability to maintain or increase rental rates in our submarkets. Negative trends in one or more of these factors could adversely affect our rental income in future periods, although we expect modest continued improvement in the overall economy in our markets to provide slight increases in

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occupancy at certain of our properties.
 
Scheduled Lease Expirations
 
We tend to lease space to smaller businesses that desire shorter term leases. As of September 30, 2011, approximately 20% of our gross leasable square footage was subject to leases that expire prior to December 31, 2012.  Over the last two years we have renewed approximately 75% of our square footage expiring as a result of lease maturities. We routinely seek to renew leases with our existing tenants prior to their expiration and typically begin discussions with tenants as early as 18 months prior to the expiration date of the existing lease.  In the markets in which we operate, we obtain and analyze market rental rates by reviewing third-party publications, which provide market and submarket rental rate data, and by inquiry of property owners and property management companies as to rental rates being quoted at properties located in close proximity to our properties and which we believe display similar physical attributes as our nearby properties. We use this data to negotiate leases with new tenants and renew leases with our existing tenants at rates we believe to be competitive in the markets for our individual properties. Due to the short term nature of our leases, and based upon our analysis of market rental rates, we believe that, in the aggregate, our current leases are at market rates.  The aggregate average rental rate per square foot on leases which expire prior to December 31, 2011 is slightly lower than the aggregate average rental rates per square foot of our total portfolio.  As such, we expect to renew these expiring leases at rates which are at, or near, their current rates. Market conditions, including new supply of properties, and macroeconomic conditions in Houston and nationally affecting tenant income, such as employment levels, business conditions, interest rates, tax rates, fuel and energy costs and other matters, could adversely impact our renewal rate and/or the rental rates we are able to negotiate. We continue to monitor our tenants' operating performances as well as overall economic trends to evaluate any future negative impact on our renewal rates and rental rates, which could adversely affect our cash flow and ability to pay dividends to our shareholders.
 
Acquisitions
 
We expect to actively seek acquisitions in the foreseeable future. We believe that over the next few years we will continue to have excellent opportunities to acquire quality properties at historically attractive prices. We have extensive relationships with community banks, attorneys, title companies and others in the real estate industry which we believe will enable us to take advantage of these market opportunities and maintain an active acquisition pipeline.
 
Property Acquisitions
 
We seek to acquire commercial properties in high-growth markets. Our acquisition targets are properties that fit our Community Centered Properties strategy.  We define Community Centered Properties as visibly located properties in established or developing, culturally diverse neighborhoods in our target markets, primarily in and around Phoenix, Chicago, Dallas, San Antonio and Houston.  We market, lease and manage our centers to match tenants with the shared needs of the surrounding neighborhood.  Those needs may include specialty retail, grocery, restaurants, medical, educational and financial services.  Our goal is for each property to become a Whitestone-branded business center or retail community that serves a neighboring five-mile radius around our property.

On August 16, 2011, we acquired Ahwatukee Plaza Shopping Center, a property that meets our Community Centered Property strategy for approximately $9.3 million in cash and net prorations. The center contains 72,650 leasable square feet, located in Ahwatukee Foothills neighborhood in south Phoenix, Arizona.

On August 8, 2011, we acquired Terravita Marketplace, a property that meets our Community Centered Property strategy, containing 102,733 leasable square feet, inclusive of 51,434 square feet leased to two tenants under ground leases, located in Scottsdale, Arizona for approximately $16.1 million in cash and net prorations. Terravita Marketplace is surrounded by the gated golf course residential community of Terravita, which was developed by DelWebb Corporation/Pulte, with homes in the $250,000 to $1 million range.
 
On June 28, 2011, we acquired Gilbert Tuscany Village, a property that meets our Community Centered Property strategy, containing 49,415 leasable square feet, located in Gilbert, Arizona for approximately $5.0 million in cash and net prorations. Gilbert Tuscany Village is surrounded by densely populated, high-end residential developments and is located approximately one mile from Banner Gateway Medical Center, a 60-acre medical complex that is partnering with MD Anderson to add a new 120,000 square foot cancer outpatient center.

On April 13, 2011, we acquired Desert Canyon Shopping Center, a property that meets our Community Centered Property strategy, for approximately $3.65 million in cash and net prorations. The center contains 62,533 leasable square feet, inclusive of 12,960 square feet leased to two tenants under ground leases, and is located in Mcdowell Mountain Ranch in

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northern Scottsdale, Arizona. Situated at a prime intersection at East McDowell Mountain Ranch Road and 105th Street, Desert Canyon is the nearest retail and office space to McDowell Mountain Elementary and Junior High Schools. Located adjacent to the Sonora Mountain Desert Preserve, a lighted trail and jogging path wind directly into the Desert Canyon site and provide access from the surrounding upscale residential neighborhoods.
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