Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Whitestone REIT | |
Entity Central Index Key | 1,175,535 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 26,985,799 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate assets, at cost | ||
Property | $ 831,425 | $ 673,655 |
Accumulated depreciation | (84,743) | (71,587) |
Total real estate assets | 746,682 | 602,068 |
Cash and cash equivalents | 5,660 | 4,236 |
Restricted cash | 86 | 0 |
Marketable securities | 414 | 973 |
Escrows and acquisition deposits | 5,537 | 4,092 |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | 14,099 | 11,834 |
Unamortized lease commissions and loan costs | 8,333 | 8,879 |
Prepaid expenses and other assets | 2,817 | 2,215 |
Total assets | 783,628 | 634,297 |
Liabilities: | ||
Notes payable | 498,468 | 394,093 |
Accounts payable and accrued expenses | 21,828 | 15,882 |
Tenants' security deposits | 5,043 | 4,372 |
Dividends and distributions payable | 7,834 | 6,627 |
Total liabilities | 533,173 | 420,974 |
Commitments and contingencies: | 0 | 0 |
Equity: | ||
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 0 | 0 |
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 26,977,957 and 22,835,695 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 27 | 23 |
Additional paid-in capital | 358,136 | 304,078 |
Accumulated deficit | (111,263) | (93,938) |
Accumulated other comprehensive loss | (646) | (91) |
Total Whitestone REIT shareholders' equity | 246,254 | 210,072 |
Noncontrolling interest in subsidiary | 4,201 | 3,251 |
Total equity | 250,455 | 213,323 |
Total liabilities and equity | $ 783,628 | $ 634,297 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred shares, shares issued (in shares) | 0 | 0 |
Preferred shares, shares outstanding (in shares) | 0 | 0 |
Common shares, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares, authorized (in shares) | 400,000,000 | 400,000,000 |
Common shares, issued (in shares) | 26,977,957 | 22,835,695 |
Common shares, outstanding (in shares) | 26,977,957 | 22,835,695 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property revenues | ||||
Rental revenues | $ 18,785 | $ 14,407 | $ 52,426 | $ 41,464 |
Other revenues | 5,814 | 4,132 | 15,395 | 11,712 |
Total property revenues | 24,599 | 18,539 | 67,821 | 53,176 |
Property expenses | ||||
Property operation and maintenance | 4,823 | 4,000 | 13,245 | 11,537 |
Real estate taxes | 3,474 | 2,591 | 9,303 | 7,073 |
Total property expenses | 8,297 | 6,591 | 22,548 | 18,610 |
Other expenses (income) | ||||
General and administrative | 5,687 | 4,212 | 15,170 | 10,751 |
Depreciation and amortization | 5,149 | 3,924 | 14,388 | 11,587 |
Interest expense | 3,740 | 2,762 | 10,664 | 7,525 |
Interest, dividend and other investment income | (73) | (31) | (244) | (71) |
Total other expense | 14,503 | 10,867 | 39,978 | 29,792 |
Income from continuing operations before loss on sale or disposal of assets and income taxes | 1,799 | 1,081 | 5,295 | 4,774 |
Provision for income taxes | (100) | (72) | (274) | (208) |
Loss on sale or disposal of assets | (148) | 0 | (248) | (111) |
Income from continuing operations | 1,551 | 1,009 | 4,773 | 4,455 |
Income from discontinued operations | 44 | 112 | 3 | 378 |
Net income | 1,595 | 1,121 | 4,776 | 4,833 |
Less: Net income attributable to noncontrolling interests | 25 | 18 | 78 | 105 |
Net income attributable to Whitestone REIT | $ 1,570 | $ 1,103 | $ 4,698 | $ 4,728 |
Basic Earnings Per Share: | ||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.05 | $ 0.04 | $ 0.18 | $ 0.19 |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0.01 | 0 | 0.02 |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.05 | 0.05 | 0.18 | 0.21 |
Diluted Earnings Per Share: | ||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.05 | 0.04 | 0.17 | 0.19 |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0.01 | 0 | 0.02 |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.17 | $ 0.21 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 26,476 | 22,482 | 23,988 | 22,182 |
Diluted (in shares) | 27,082 | 22,690 | 24,583 | 22,359 |
Distributions declared per common share / OP unit (in dollars per share) | $ 0.2850 | $ 0.2850 | $ 0.8550 | $ 0.8550 |
Consolidated Statements of Comprehensive Income | ||||
Net income | $ 1,595 | $ 1,121 | $ 4,776 | $ 4,833 |
Other comprehensive gain (loss) | ||||
Unrealized gain (loss) on cash flow hedging activities | (184) | 345 | (460) | 48 |
Unrealized gain (loss) on available-for-sale marketable securities | (8) | (56) | (106) | 49 |
Comprehensive income | 1,403 | 1,410 | 4,210 | 4,930 |
Less: Comprehensive income attributable to noncontrolling interests | 22 | 26 | 69 | 107 |
Comprehensive income attributable to Whitestone REIT | $ 1,381 | $ 1,384 | $ 4,141 | $ 4,823 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Shareholders' Equity [Member] | Noncontrolling Interests [Member] | |
Beginning Balance, at Dec. 31, 2014 | $ 213,323 | $ 23 | $ 304,078 | $ (93,938) | $ (91) | $ 210,072 | $ 3,251 | |
Beginning Balance (in shares), at Dec. 31, 2014 | 22,835,695 | 22,836,000 | ||||||
Beginning Balance (in units), at Dec. 31, 2014 | 398,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares (in shares) | 10,000 | 10,000 | ||||||
Exchange of noncontrolling interest OP units for common shares | $ 0 | $ 0 | 83 | 1 | 84 | $ (84) | ||
Issuance of shares under dividend reinvestment plan (in shares) | 5,000 | |||||||
Issuance of shares under dividend reinvestment plan | 71 | 71 | 71 | |||||
Issuance of common shares, net of offering costs (in shares) | 3,750,000 | |||||||
Issuance of common shares, net of offering costs | 49,717 | $ 4 | 49,713 | 49,717 | ||||
Issuance of OP units | 1,333 | $ 1,333 | ||||||
Issuance of OP units (in shares) | 120,000 | |||||||
Repurchase of common shares (in shares) | [1] | (73,000) | ||||||
Repurchase of common shares | [1] | (1,018) | (1,018) | (1,018) | ||||
Share-based compensation (in shares) | 450,000 | |||||||
Share-based compensation | 5,209 | 5,209 | 5,209 | |||||
Distributions | (22,390) | (22,023) | (22,023) | $ (367) | ||||
Unrealized loss on change in value of cash flow hedge | (460) | (452) | (452) | (8) | ||||
Unrealized loss on change in fair value of available-for-sale marketable securities | (106) | (104) | (104) | (2) | ||||
Net income | 4,776 | 4,698 | 4,698 | 78 | ||||
Ending Balance, at Sep. 30, 2015 | $ 250,455 | $ 27 | $ 358,136 | $ (111,263) | $ (646) | $ 246,254 | $ 4,201 | |
Ending Balance (in shares), at Sep. 30, 2015 | 26,977,957 | 26,978,000 | ||||||
Ending Balance (in units), at Sep. 30, 2015 | 508,000 | |||||||
[1] | During the nine months ended September 30, 2015, the Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income from continuing operations | $ 4,773,000 | $ 4,455,000 |
Income from discontinued operations | 3,000 | 378,000 |
Net income | 4,776,000 | 4,833,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 14,388,000 | 11,587,000 |
Amortization of deferred loan costs | 902,000 | 636,000 |
Amortization of notes payable discount | 222,000 | 229,000 |
Gain on sale of marketable securities | (44,000) | 0 |
Loss on sale or disposal of assets and properties | 248,000 | 111,000 |
Bad debt expense | 1,318,000 | 1,487,000 |
Share-based compensation | 5,209,000 | 3,024,000 |
Changes in operating assets and liabilities: | ||
Escrows and acquisition deposits | (1,445,000) | (2,021,000) |
Accrued rent and accounts receivable | (3,583,000) | (2,187,000) |
Unamortized lease commissions | (1,207,000) | (1,109,000) |
Prepaid expenses and other assets | 341,000 | 631,000 |
Accounts payable and accrued expenses | 4,201,000 | 2,145,000 |
Tenants' security deposits | 671,000 | 440,000 |
Net cash provided by operating activities | 25,994,000 | 19,428,000 |
Net cash provided by operating activities of discontinued operations | 3,000 | 440,000 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (147,950,000) | (38,076,000) |
Additions to real estate | (7,954,000) | (7,233,000) |
Proceeds from sales of marketable securities | 496,000 | 0 |
Net cash used in investing activities | (155,408,000) | (45,309,000) |
Net cash used in investing activities of discontinued operations | 0 | (183,000) |
Cash flows from financing activities: | ||
Distributions paid to common shareholders | (20,791,000) | (19,055,000) |
Distributions paid to OP unit holders | (346,000) | (436,000) |
Proceeds from issuance of common shares, net of offering costs | 49,717,000 | 6,458,000 |
Payments of exchange offer costs | 0 | (67,000) |
Proceeds from notes payable | 0 | 28,300,000 |
Proceeds from revolving credit facility, net | 105,500,000 | 15,300,000 |
Repayments of notes payable | (2,141,000) | (1,736,000) |
Payments of loan origination costs | 0 | 434,000 |
Change in restricted cash | (86,000) | 0 |
Repurchase of common shares | (1,018,000) | (24,000) |
Net cash provided by financing activities | 130,835,000 | 28,306,000 |
Net cash used in financing activities of discontinued operations | 0 | (2,905,000) |
Net increase (decrease) in cash and cash equivalents | 1,424,000 | (223,000) |
Cash and cash equivalents at beginning of period | 4,236,000 | 6,491,000 |
Cash and cash equivalents at end of period | 5,660,000 | 6,268,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 9,826,000 | 6,852,000 |
Cash paid for taxes | 315,000 | 238,000 |
Non cash investing and financing activities: | ||
Disposal of fully depreciated real estate | 57,000 | 6,111,000 |
Financed insurance premiums | 1,057,000 | 888,000 |
Value of shares issued under dividend reinvestment plan | 71,000 | 71,000 |
Value of common shares exchanged for OP units | 84,000 | 1,452,000 |
Change in fair value of available-for-sale securities | (106,000) | 49,000 |
Change in fair value of cash flow hedge | (460,000) | 48,000 |
Acquisition of real estate in exchange for OP units | $ 1,333,000 | $ 0 |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements | 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, 2014 are derived from our audited consolidated financial statements as of that date. The unaudited financial statements as of and for the period ended September 30, 2015 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, 2015 , and the results of operations for the three and nine month periods ended September 30, 2015 and 2014 , the consolidated statements of changes in equity for the nine month period ended September 30, 2015 and cash flows for the nine month periods ended September 30, 2015 and 2014 . All of these adjustments are of a normal recurring nature. The results of operations for the interim periods 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, 2014 . 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, we changed our state of organization from Texas to Maryland pursuant to a merger where we merged directly with and into a Maryland REIT formed for the sole purpose of the reorganization and the conversion of each of our outstanding common shares of beneficial interest of the Texas entity into 1.42857 common shares of beneficial interest of the Maryland entity. We serve as the general partner of Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), which was formed on December 31, 1998 as a Delaware limited partnership. We currently conduct substantially all of our operations and activities through the Operating Partnership. As the general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions. As of September 30, 2015 and December 31, 2014 , Whitestone owned and operated 70 and 63 commercial properties, respectively, in and around Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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, 2015 and December 31, 2014 , 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 interests 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 period. Issuance of additional common shares of beneficial interest in Whitestone (the “common shares”) and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, common shares on a one -for-one basis (the “OP units”) changes the 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 liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the estimated allowance for doubtful accounts, the estimated fair value of interest rate swaps and the estimates supporting our impairment analysis for the carrying values of our real estate assets. Actual results could differ from those estimates. Reclassifications. We have reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income, total assets, total liabilities or equity. Restricted Cash. We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. During the three months ended September 30, 2015, pursuant to the terms of our $15.1 million 4.99% Note, due January 6, 2024 (See Note 6), which is collateralized by our Anthem Marketplace property, we were required by the lenders thereunder to establish a cash management account controlled by the lenders to collect all amounts generated by our Anthem Marketplace property in order to collateralize such promissory note. As a result, these amounts are reported in the consolidated statements of cash flows under cash flows from financing activities as change in restricted cash. 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. Derivative Instruments and Hedging Activities. We occasionally utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedges' change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820. Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable. As of September 30, 2015 , we consider our cash flow hedges to be highly effective. Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest, real estate taxes, loan fees, and direct and indirect development costs related to buildings under construction), are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the three months ended September 30, 2015 , approximately $25,000 and $16,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2015 , approximately $83,000 and $53,000 in interest expense and real estate taxes, respectively, were capitalized. For the three months ended September 30, 2014 , approximately $26,000 and $15,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2014 , approximately $77,000 and $47,000 in interest expense and real estate taxes, respectively, were capitalized. Share-Based Compensation. From time to time, we award nonvested restricted common share awards or restricted common share unit awards, which may be converted into common shares, to executive officers and employees under our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”). The vast majority of the awarded shares and units vest when certain performance conditions are met. We recognize compensation expense when achievement of the performance conditions is probable based on management's most recent estimates using the fair value of the shares as of the grant date. We recognized $1,859,000 and $1,485,000 in share-based compensation for the three months ended September 30, 2015 and 2014 , respectively, and we recognized $5,202,000 and $3,092,000 in share-based compensation for the nine months ended September 30, 2015 and 2014 , 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. The consolidated statement of changes in equity is included for quarterly financial statements, including beginning balances, activity for the period and ending balances for shareholders' equity, noncontrolling interests and total equity. See our Annual Report on Form 10-K for the year ended December 31, 2014 for further discussion on significant accounting policies. Recent Accounting Pronouncements . In April 2014, the FASB issued guidance updating the criteria for reporting the disposal of a component of an entity as a discontinued operation. This guidance was effective for reporting periods beginning on or after December 15, 2014 with early adoption permitted only for disposals that have not been reported in financial statements previously issued or available for issuance. We have adopted the guidance beginning with the year ended December 31, 2014 . In April 2015, the FASB issued guidance requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective retrospectively for reporting periods beginning on or after December 15, 2015 with early adoption permitted only for financial statements that have not been previously issued. We are currently in the process of evaluating the impact of adoption on our consolidated balance sheets. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES All of our marketable securities were classified as available-for-sale securities as of September 30, 2015 and December 31, 2014 . Available-for-sale securities consisted of the following (in thousands): September 30, 2015 Amortized Cost Gains in Accumulated Other Comprehensive Income Losses in Accumulated Other Comprehensive Income Estimated Fair Value Real estate sector common stock $ 654 $ — $ (240 ) $ 414 Total available-for-sale securities $ 654 $ — $ (240 ) $ 414 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 During the three months ended September 30, 2015 , no available-for-sale securities were sold and during the nine months ended September 30, 2015 , available-for-sale securities were sold for total proceeds of $496,000 . The gross realized gain on these sales during the nine months ended September 30, 2015 were $44,000 . During the three and nine months ended September 30, 2014 , no available-for-sale securities were sold. For the purpose of determining gross realized gains and losses, the cost of securities sold is based on specific identification. A net unrealized holding loss on available-for-sale securities in the amount of $240,000 and $180,000 for the nine months ended September 30, 2015 and 2014 , respectively, has been included in accumulated other comprehensive income. |
Accrued Rents and Accounts Rece
Accrued Rents and Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Accrued Rent and Accounts Receivable, Net | ACCRUED RENTS AND ACCOUNTS RECEIVABLE, NET Accrued rents and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands): September 30, 2015 December 31, 2014 Tenant receivables $ 9,855 $ 7,998 Accrued rents and other recoveries 10,237 8,800 Allowance for doubtful accounts (5,993 ) (4,964 ) Total $ 14,099 $ 11,834 |
Unamortized Leasing Commissions
Unamortized Leasing Commissions and Loan Costs | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Unamortized Leasing Comissions and Loan Costs | UNAMORTIZED LEASE COMMISSIONS AND LOAN COSTS Costs which have been deferred consist of the following (in thousands): September 30, 2015 December 31, 2014 Lease commissions $ 6,566 $ 5,936 Deferred financing cost 5,821 5,785 Total cost 12,387 11,721 Less: lease commissions accumulated amortization (2,684 ) (2,373 ) Less: deferred financing cost accumulated amortization (1,370 ) (469 ) Total cost, net of accumulated amortization $ 8,333 $ 8,879 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT Certain subsidiaries of Whitestone are the borrowers under various financing arrangements. These subsidiaries are separate legal entities and their respective assets and credit are not available to satisfy the debt of Whitestone or any of its other subsidiaries. Debt consisted of the following as of the dates indicated (in thousands): Description September 30, 2015 December 31, 2014 Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1) $ 10,280 $ 10,460 $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 (2) 50,000 50,000 $37.0 million 3.76% Note, due December 1, 2020 35,386 36,090 $6.5 million 3.80% Note, due January 1, 2019 6,232 6,355 $19.0 million 4.15% Note, due December 1, 2024 19,000 19,000 $20.2 million 4.28% Note, due June 6, 2023 20,121 20,200 $14.0 million 4.34% Note, due September 11, 2024 14,000 14,000 $14.3 million 4.34% Note, due September 11, 2024 14,300 14,300 $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) 7,886 7,888 $2.6 million 5.46% Note, due October 1, 2023 2,559 2,583 $11.1 million 5.87% Note, due August 6, 2016 11,382 11,607 $0.9 million 2.97% Note, due November 28, 2015 212 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 (4) 225,600 120,100 $50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019 (5) 50,000 50,000 $ 498,468 $ 394,093 (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 previous unsecured revolving credit facility at 0.84% . On October 30, 2015, the maturity date of this loan was extended to October 30, 2020 (See Note 15). (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% . (4) On October 30, 2015, the maturity date of the Revolver (as defined below) was extended to October 30, 2019 and $100 million of borrowings under the Revolver (as defined below) was converted to a new term loan under the Facility (as defined below) with a rate of LIBOR plus 1.65% to 2.25% and a maturity date of October 30, 2022 (See Note 15). (5) On October 30, 2015, the maturity date of this loan was extended to January 29, 2021 (See Note 15). On December 24, 2014, we assumed a $2.6 million promissory note as part of our acquisition of the hard corner at Village Square at Dana Park (See Note 14). The 5.46% fixed interest rate note matures October 1, 2023. On November 26, 2014, we, operating through our subsidiary, Whitestone Headquarters Village, LLC, a Delaware limited liability company, entered into a $19.0 million promissory note (the “Headquarters Note”), with a fixed interest rate of 4.15% payable to Morgan Stanley Bank, N.A. and a maturity date of December 1, 2024. Proceeds from the Headquarters Note were used to repay a portion of the Facility (as defined below). On November 7, 2014, we, through our Operating Partnership, entered into an unsecured revolving credit facility (the “Facility”) with the lenders party thereto, with BMO Capital Markets, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and U.S. Bank, National Association, as co-lead arrangers and joint book runners, and Bank of Montreal, as administrative agent (the “Agent”). The Facility amended and restated our previous unsecured revolving credit facility. Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. We intend to use the additional proceeds from the Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditure, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. The Facility is comprised of three tranches: • $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”). The Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity to $700 million , upon the satisfaction of certain conditions. The Revolver will mature on November 7, 2018, with an option to extend for one additional year to November 7, 2019, subject to certain conditions, including payment of an extension fee. The Term Loan 1 will mature on February 17, 2017, and the Term Loan 2 will mature on November 7, 2019. Borrowings under the Facility accrue interest (at the Operating Partnership's option) at a Base Rate or an Adjusted LIBOR plus an applicable margin based upon our then existing leverage. The applicable margin for Adjusted LIBOR borrowings ranges from 1.40% to 1.95% for the Revolver and 1.35% to 1.90% for the term loans. Base Rate means the higher of: (a) the Agent's prime commercial rate, (b) the sum of (i) the average rate quoted by the Agent by two or more federal funds brokers selected by the Agent for sale to the Agent at face value of federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1.00%, and (c) the LIBOR rate for such day plus 1.00% . Adjusted LIBOR means LIBOR divided by one minus the Eurodollar Reserve Percentage. The Eurodollar Reserve Percentage means the maximum reserve percentage at which reserves are imposed by the Board of Governors of the Federal Reserve System on eurocurrency liabilities. We serve as the guarantor for funds borrowed by the Operating Partnership under the Facility. The Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, maximum secured indebtedness to total asset value, minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges, and maintenance of a minimum net worth. The Facility also contains customary events of default with customary notice and cure, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy and loss of REIT tax status. As of September 30, 2015 , we were in compliance with all covenants under the Facility. As of September 30, 2015 , $325.6 million was drawn on the Facility, and our remaining borrowing capacity was $174.4 million . Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and retenanting of properties in our portfolio and working capital. On October 30, 2015, we, through our Operating Partnership, entered into the first amendment to the Facility. See Note 15. On September 3, 2014, we, operating through our subsidiary, Whitestone Pecos Ranch, LLC, a Delaware limited liability company, entered into a $14.0 million promissory note (the “Pecos Note”), with a fixed interest rate of 4.34% payable to Wells Fargo Bank, National Association and a maturity date of September 11, 2024. Proceeds from the Pecos Note were used to repay a portion of our previous unsecured revolving credit facility. On August 26, 2014, we, operating through our subsidiary, Whitestone Shops at Starwood, LLC, a Delaware limited liability company, entered into a $14.3 million promissory note (the “Starwood Note”), with a fixed interest rate of 4.34% payable to Wells Fargo Bank, National Association and a maturity date of September 11, 2024. Proceeds from the Starwood Note were used to repay a portion of our previous unsecured revolving credit facility. As of September 30, 2015 , our $172.7 million in secured debt was collateralized by 20 properties with a carrying value of $214.4 million . Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and by assignment of the rents and leases associated with those properties. As of September 30, 2015 , we were in compliance with all loan covenants. Scheduled maturities of our outstanding debt as of September 30, 2015 were as follows (in thousands): Year Amount Due 2015 $ 730 2016 13,269 2017 60,212 2018 237,736 2019 58,049 Thereafter 128,472 Total $ 498,468 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | DERIVATIVES AND HEDGING ACTIVITIES The fair value of our interest rate swaps is as follows (in thousands): Balance Sheet Location Estimated Fair Value Interest rate swaps: September 30, 2015 Accounts payable and accrued expenses $ 1,212 December 31, 2014 Accounts payable and accrued expenses $ 1,016 A summary of our interest rate swap activity is as follows (in thousands): Amount Recognized as Comprehensive Income (Loss) Location of Loss Recognized in Earnings Amount of Loss Recognized in Earnings (1) Three months ended September 30, 2015 $ (184 ) Interest expense $ (207 ) Three months ended September 30, 2014 $ 345 Interest expense $ (243 ) Nine months ended September 30, 2015 $ (460 ) Interest expense $ (617 ) Nine months ended September 30, 2014 $ 48 Interest expense $ (625 ) (1) We did not recognize any ineffective portion of our interest rate swaps in earnings for the three and nine months ended September 30, 2015 and 2014 . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share for our common shareholders is calculated by dividing income from continuing operations excluding amounts attributable to unvested restricted shares and the net income attributable to noncontrolling interests by our weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income attributable to common shareholders excluding amounts attributable to unvested restricted shares and the net income attributable to noncontrolling interests by the weighted average number of common shares including any dilutive unvested restricted shares. Certain of our performance-based restricted common shares are considered participating securities that require the use of the two-class method for the computation of basic and diluted earnings per share. During the three months ended September 30, 2015 and 2014 , 435,440 and 425,080 OP units, respectively, were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive, and during the nine months ended September 30, 2015 and 2014 , 406,277 and 495,280 OP units, respectively, were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive. For the three months ended September 30, 2015 and 2014 , distributions of $139,000 and $78,000 , respectively, were made to holders of certain restricted common shares, $9,000 and $24,000 , respectively, of which were charged against earnings. For the nine months ended September 30, 2015 and 2014 , distributions of $427,000 and $195,000 , respectively, were made to holders of certain restricted common shares, $27,000 and $68,000 , respectively, of which were charged against earnings. See Note 11 for information related to restricted common shares under the 2008 Plan. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2015 2014 2015 2014 Numerator: Income from continuing operations $ 1,551 $ 1,009 $ 4,773 $ 4,455 Less: Net income attributable to noncontrolling interests (25 ) (15 ) (78 ) (97 ) Distributions paid on unvested restricted shares (130 ) (54 ) (400 ) (127 ) Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares 1,396 940 4,295 4,231 Income from discontinued operations 44 112 3 378 Less: Net income attributable to noncontrolling interests — (3 ) — (8 ) Income from discontinued operations attributable to Whitestone REIT 44 109 3 370 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 1,440 $ 1,049 $ 4,298 $ 4,601 Denominator: Weighted average number of common shares - basic 26,476 22,482 23,988 22,182 Effect of dilutive securities: Unvested restricted shares 606 208 595 177 Weighted average number of common shares - dilutive 27,082 22,690 24,583 22,359 Earnings Per Share: Basic: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.04 $ 0.18 $ 0.19 Income from discontinued operations attributable to Whitestone REIT 0.00 0.01 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.05 $ 0.18 $ 0.21 Diluted: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.04 $ 0.17 $ 0.19 Income from discontinued operations attributable to Whitestone REIT 0.00 0.01 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.05 $ 0.17 $ 0.21 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Federal income taxes are not provided because we intend 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. As a REIT, we must distribute at least 90% of our real estate investment trust taxable income to our shareholders and meet certain income sources and investment restriction requirements. In addition, REITs are subject to a number of organizational and operational requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates. 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. We are subject to the Texas Margin Tax, which is computed by applying the applicable tax rate ( 1% for us) to the profit margin, which generally will be determined for us as total revenue less a 30% standard deduction. Although the Texas Margin Tax is not an income tax, FASB ASC 740, “ Income Taxes ” applies to the Texas Margin Tax. For the three months ended September 30, 2015 and 2014 , we recognized approximately $104,000 and $71,000 in margin tax provision, respectively, and for the nine months ended September 30, 2015 and 2014 , we recognized approximately $292,000 and $180,000 in margin tax provision, respectively. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Common Shares Under our declaration of trust, as amended, we have authority to issue up to 400,000,000 common shares of beneficial interest, $0.001 par value per share, and up to 50,000,000 preferred shares of beneficial interest, $0.001 par value per share. Equity Offerings On June 26, 2015, we completed the sale of 3,750,000 common shares, $0.001 par value per share, at a purchase price of $13.3386 per share. Total net proceeds from the offering, after deducting offering expenses, were approximately $49.7 million , which we contributed to the Operating Partnership in exchange for OP units. The Operating Partnership used the net proceeds from this offering to repay a portion of the Facility and for general corporate purposes. On June 19, 2013, we entered into five equity distribution agreements for an at-the-market distribution program. On August 14, 2013, we entered into a sixth equity distribution agreement on substantially similar terms as the existing equity distribution agreements and amended the existing equity distribution agreements in order to add an additional placement agent (together, the “2013 equity distribution agreements”). Pursuant to the terms and conditions of the 2013 equity distribution agreements, we could issue and sell up to an aggregate of $50 million of our common shares. Actual sales would depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and were made in transactions that were deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). We had no obligation to sell any of our common shares, and could at any time suspend offers under the 2013 equity distribution agreements or terminate the 2013 equity distribution agreements. During the three and nine months ended September 30, 2015 , we did not sell any common shares under the 2013 equity distribution program. During the three and nine months ended September 30, 2014 , we sold 377,983 common shares under the 2013 equity distribution program, with net proceeds to us of approximately $5.3 million . In connection with such sales, we paid compensation of $0.1 million to the placement agents. On June 4, 2015, we entered into nine amended and restated equity distribution agreements (the “2015 equity distribution agreements”). Pursuant to the terms and conditions of the 2015 equity distribution agreements, we can issue and sell up to an aggregate of $50 million of our common shares. Actual sales will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and will be made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. We have no obligation to sell any of our common shares, and can at any time suspend offers under the 2015 equity distribution agreements or terminate the 2015 equity distribution agreements. We have not sold any common shares under the 2015 equity distribution agreements. Operating Partnership Units Substantially all of our business is conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of September 30, 2015 , we owned a 98.1% 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, common shares at a ratio of one OP unit for one common share. Distributions to OP unit holders are paid at the same rate per unit as distributions per share to holders of Whitestone common shares. As of September 30, 2015 and December 31, 2014 , there were 27,364,852 and 22,926,599 OP units outstanding, respectively. We owned 26,856,737 and 22,528,207 OP units as of September 30, 2015 and December 31, 2014 , respectively. The balance of the OP units is owned by third parties, including certain trustees. Our weighted average share ownership in the Operating Partnership was approximately 98.4% and 98.2% for the three months ended September 30, 2015 and 2014 , respectively, and 98.4% and 97.8% for the nine months ended September 30, 2015 and 2014 , respectively. During the three months ended September 30, 2015 and 2014 , 1,693 and 64,226 OP units, respectively, were redeemed for an equal number of c ommon shares, and during the nine months ended September 30, 2015 and 2014 , 10,277 and 160,060 OP units, respectively, were redeemed for an equal number of common shares. Distributions The following table summarizes the cash distributions paid or payable to holders of common shares and to holders of noncontrolling OP units during each quarter during 2014 and the nine months ended September 30, 2015 (in thousands, except per share/unit data): Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distributions Per Common Share Total Amount Paid Distributions Per OP Unit Total Amount Paid Total Amount Paid 2015 Third Quarter $ 0.2850 $ 7,664 $ 0.2850 $ 122 $ 7,786 Second Quarter 0.2850 6,601 0.2850 111 6,712 First Quarter 0.2850 6,526 0.2850 113 6,639 Total $ 0.8550 $ 20,791 $ 0.8550 $ 346 $ 21,137 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 |
Incentive Share Plan
Incentive Share Plan | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Incentive Share Plan | INCENTIVE SHARE PLAN On July 29, 2008, our shareholders approved the 2008 Plan. On December 22, 2010, our board of trustees amended the 2008 Plan to allow for awards in or related to Class B common shares pursuant to the 2008 Plan. On June 27, 2012, our Class B common shares were redesignated as “common shares.” The 2008 Plan, as amended, provides that awards may be made with respect to common shares of Whitestone or OP units, which may be converted into cash or, at our option, common shares of Whitestone. The maximum aggregate number of common shares that may be issued under the 2008 Plan is increased upon each issuance of common shares by Whitestone so that at any time the maximum number of shares that may be issued under the 2008 Plan shall equal 12.5% of the aggregate number of common shares of Whitestone and OP units issued and outstanding (other than shares and/or OP units issued to or held by Whitestone). The Compensation Committee of our board of trustees administers the 2008 Plan, except with respect to awards to non-employee trustees, for which the 2008 Plan is administered by our board of trustees. The Compensation Committee is authorized to grant share options, including both incentive share options and non-qualified share options, as well as share appreciation rights, either with or without a related option. The Compensation Committee is also authorized to grant restricted common shares, restricted common share units, performance awards and other share-based awards. On April 2, 2014, the Compensation Committee approved the modification of the vesting provisions with respect to awards of an aggregate of 633,704 restricted common shares and restricted common share units for 51 of our employees. The modified time-based shares will vest annually in three equal installments. The modified performance-based restricted common shares and restricted common share units were modified to include performance-based vesting based on achievement of certain absolute financial goals, as well as one to two years of time-based vesting post achievement of financial goals. Continued employment is required through the applicable vesting date. Additionally, 2,049,116 restricted performance-based common share units were granted with the same vesting conditions as the modified performance-based grants described above. If the performance targets are not met prior to December 31, 2018, any unvested performance-based restricted common shares and restricted common units will be forfeited. On June 30, 2015, the Compensation Committee approved the grant of an aggregate of 143,000 time-based restricted common share units to James C. Mastandrea and David K. Holeman. A summary of the share-based incentive plan activity as of and for the nine months ended September 30, 2015 is as follows: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2015 2,411,068 $ 14.45 Granted 318,630 13.53 Vested (266,594 ) 14.36 Forfeited (99,269 ) 14.49 Non-vested at September 30, 2015 2,363,835 $ 14.33 Available for grant at September 30, 2015 963,401 A summary of our non-vested and vested shares activity for the nine months ended September 30, 2015 and years ended December 31, 2014, 2013, 2012 and 2011 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, 2015 318,630 $ 13.53 (266,594 ) $ 3,829 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 Year Ended December 31, 2011 — — (5,169 ) — Total compensation recognized in earnings for share-based payments was $1,859,000 and $1,485,000 for the three months ended September 30, 2015 and 2014 , respectively, and $5,202,000 and $3,092,000 for the nine months ended September 30, 2015 and 2014 , respectively. Based on our current financial projections, we expect approximately 82% of the unvested awards to vest over the next 42 months. As of September 30, 2015 , there was approximately $10.8 million in unrecognized compensation cost related to outstanding non-vested performance-based shares, which are expected to vest over a period of 42 months and approximately $4.2 million in unrecognized compensation cost related to outstanding non-vested time-based shares, which are expected to be recognized over a period of approximately 18 months beginning on October 1, 2015. We expect to record approximately $7.1 million in non-cash share-based compensation expense in 2015 and $13.2 million subsequent to 2015. The unrecognized share-based compensation cost is expected to vest over a weighted average period of 28 months. The dilutive impact of the performance-based shares will be included in the denominator of the earnings per share calculation beginning in the period that the performance conditions are expected to be met. |
Grants to Trustees
Grants to Trustees | 9 Months Ended |
Sep. 30, 2015 | |
Grants to Trustees [Abstract] | |
Grants To Trustees | GRANTS TO TRUSTEES On October 24, 2014, each of our four independent trustees and one trustee emeritus was granted 1,500 common shares, which vested immediately. The 7,500 common shares granted to our trustees had a grant date fair value of $14.53 per share. On December 9, 2014, two of our independent trustees elected to receive a total of 2,314 common shares with a grant date fair value of $14.69 in lieu of cash for board fees. The fair value of the shares granted were determined using quoted prices available on the date of grant. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Historically, our management has not differentiated results of operations by property type or location and, therefore, does not present segment information. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Disclosure | REAL ESTATE Property Acquisitions. On August 28, 2015, we acquired the hard corner at our Gilbert Tuscany Village property for approximately $1.7 million in cash and net prorations. The 14,603 square foot single-tenant property was vacant at the time of purchase and is located in Gilbert, Arizona. On August 26, 2015, we acquired two parcels of undeveloped land totaling 3.12 acres for 120,000 OP units. The OP units, are convertible on a one -for- one basis for Whitestone REIT common shares, subject to certain restrictions. The undeveloped land parcels are adjacent to our Keller Place property. On August 26, 2015, we acquired Keller Place, a property that meets our Community Centered Property™ strategy, for approximately $12.0 million in cash and net prorations. The 93,541 square foot property was 92% leased at the time of purchase and is located in the Keller suburb of Fort Worth, Texas. On August 26, 2015, we acquired Quinlan Crossing, a property that meets our Community Centered Property™ strategy, for approximately $37.5 million in cash and net prorations. The 109,892 square foot property was 95% leased at the time of purchase and is located in Austin, Texas. On July 2, 2015, we acquired Parkside Village North, a property that meets our Community Centered Property™ strategy, for approximately $12.5 million in cash and net prorations. The 27,045 square foot property was 100% leased at the time of purchase and is located in Austin, Texas. On July 2, 2015, we acquired Parkside Village South, a property that meets our Community Centered Property™ strategy, for approximately $32.5 million in cash and net prorations. The 90,101 square foot property was 100% leased at the time of purchase and is located in Austin, Texas. On May 27, 2015, we acquired Davenport Village, a property that meets our Community Centered Property™ strategy, for approximately $45.5 million in cash and net prorations. The 128,934 square foot property was 85% leased at the time of purchase and is located in Austin, Texas. On March 31, 2015, we acquired City View Village, a property that meets our Community Centered Property™ strategy, for approximately $6.3 million in cash and net prorations. The 17,870 square foot property was 100% leased at the time of purchase and is located in San Antonio, Texas. On December 24, 2014, we acquired the hard corner at our Village Square at Dana Park property for approximately $4.7 million , in exchange for the assumption of a $2.6 million non-recourse loan and cash of $2.1 million . The 12,047 square foot property was 88% leased at the time of purchase and is located in the Mesa submarket of Phoenix, Arizona. On December 24, 2014, we acquired The Shops at Williams Trace, a property that meets our Community Centered Property™ strategy, for approximately $20.2 million in cash and net prorations. The 132,991 square foot property was 87% leased at the time of purchase and is located in Sugar Land, Texas. On December 24, 2014, we acquired Williams Trace Plaza, a property that meets our Community Centered Property™ strategy, for approximately $20.4 million in cash and net prorations. The 129,222 square foot property was 95% leased at the time of purchase and is located in Sugar Land, Texas. On December 19, 2014, we acquired a 1.39 acre parcel of undeveloped land for $0.9 million in cash and net prorations. The undeveloped land parcel is adjacent to our Fulton Ranch Towne Center property. On November 5, 2014, we acquired Fulton Ranch Towne Center, a property that meets our Community Centered Property ™ strategy, for approximately $29.3 million in cash and net prorations. The 113,281 square foot property was 86% leased at the time of purchase and is located in Chandler, Arizona. On November 5, 2014, we acquired The Promenade at Fulton Ranch, a property that meets our Community Centered Property ™ strategy, for approximately $18.6 million in cash and net prorations. The 98,792 square foot property was 76% leased at the time of purchase and is located in Chandler, Arizona. On September 19, 2014, we acquired The Strand at Huebner Oaks, a property that meets our Community Centered Property™ strategy, for approximately $18.0 million in cash and net prorations. The 73,920 square foot property was 90% leased at the time of purchase and is located in San Antonio, Texas. On July 1, 2014, we acquired Heritage Trace Plaza, a property that meets our Community Centered Property ™ strategy, for approximately $20.1 million in cash and net prorations. The 70,431 square foot property was 98% leased at the time of purchase and is located in Fort Worth, Texas. Property Dispositions. On December 31, 2014, we completed the sale of three office buildings (Zeta, Royal Crest and Featherwood) located in the Clear Lake suburb of Houston, Texas, for $10.3 million . This disposition was pursuant to our strategy of recycling capital by disposing of non-core properties that do not fit our Community Centered Property™ strategy. As part of the transaction, we provided short-term seller financing of $2.5 million . We recorded a gain on sale of $4.4 million , including recognizing a $1.9 million gain on sale for the year ended December 31, 2014 and deferring the remaining $2.5 million gain on sale to be recognized upon receipt of principal payments on the financing provided by us. The operating results for properties classified as discontinued operations consists of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Property revenues $ 43 $ 389 43 1,213 Property expenses — 201 41 545 Depreciation and amortization — 74 — 227 Interest expense — — — 58 Provision for income taxes — 2 — 7 Gain on sale or disposal of assets (1 ) — (1 ) (2 ) Income from discontinued operations $ 44 $ 112 $ 3 $ 378 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On October 30, 2015, we, through our Operating Partnership, entered into the first amendment to the Facility (the “First Amendment”). Pursuant to the First Amendment, we made the following amendments to the Facility: • extended the maturity date of the Revolver to October 30, 2019 from November 7, 2018; • converted $100 million of outstanding borrowings under the Revolver to a new $100 million unsecured term loan under the Facility (“Term Loan 3”) with a maturity date of October 30, 2022. • extended the maturity date of Term Loan 1 to October 30, 2020 from February 17, 2017; and • extended the maturity date of Term Loan 2 to January 29, 2021 from November 7, 2019. Borrowings under Term Loan 3 accrue interest (at the Operating Partnership's option) at a Base Rate or an Adjusted LIBOR plus an applicable margin based upon our then existing leverage. The applicable margin for Adjusted LIBOR borrowings ranges from 1.65% to 2.25% for Term Loan 3. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | 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, 2015 and December 31, 2014 , 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 interests 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 period. Issuance of additional common shares of beneficial interest in Whitestone (the “common shares”) and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, common shares on a one -for-one basis (the “OP units”) changes the ownership interests of both the noncontrolling interests and Whitestone . |
Basis of Accounting | 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 | 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 liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the estimated allowance for doubtful accounts, the estimated fair value of interest rate swaps and the estimates supporting our impairment analysis for the carrying values of our real estate assets. Actual results could differ from those estimates. |
Reclassifications | Reclassifications. We have reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income, total assets, total liabilities or equity. |
Marketable Securities | 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. |
Restricted Cash | Restricted Cash. We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. During the three months ended September 30, 2015, pursuant to the terms of our $15.1 million 4.99% Note, due January 6, 2024 (See Note 6), which is collateralized by our Anthem Marketplace property, we were required by the lenders thereunder to establish a cash management account controlled by the lenders to collect all amounts generated by our Anthem Marketplace property in order to collateralize such promissory note. As a result, these amounts are reported in the consolidated statements of cash flows under cash flows from financing activities as change in restricted cash. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities. We occasionally utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedges' change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820. Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable. As of September 30, 2015 , we consider our cash flow hedges to be highly effective. |
Development Properties | Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest, real estate taxes, loan fees, and direct and indirect development costs related to buildings under construction), are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the three months ended September 30, 2015 , approximately $25,000 and $16,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2015 , approximately $83,000 and $53,000 in interest expense and real estate taxes, respectively, were capitalized. For the three months ended September 30, 2014 , approximately $26,000 and $15,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2014 , approximately $77,000 and $47,000 in interest expense and real estate taxes, respectively, were capitalized. |
Share-Based Compensation | Share-Based Compensation. From time to time, we award nonvested restricted common share awards or restricted common share unit awards, which may be converted into common shares, to executive officers and employees under our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”). The vast majority of the awarded shares and units vest when certain performance conditions are met. We recognize compensation expense when achievement of the performance conditions is probable based on management's most recent estimates using the fair value of the shares as of the grant date. We recognized $1,859,000 and $1,485,000 in share-based compensation for the three months ended September 30, 2015 and 2014 , respectively, and we recognized $5,202,000 and $3,092,000 in share-based compensation for the nine months ended September 30, 2015 and 2014 , respectively |
Noncontrolling Interests | 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. The consolidated statement of changes in equity is included for quarterly financial statements, including beginning balances, activity for the period and ending balances for shareholders' equity, noncontrolling interests and total equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements . In April 2014, the FASB issued guidance updating the criteria for reporting the disposal of a component of an entity as a discontinued operation. This guidance was effective for reporting periods beginning on or after December 15, 2014 with early adoption permitted only for disposals that have not been reported in financial statements previously issued or available for issuance. We have adopted the guidance beginning with the year ended December 31, 2014 . In April 2015, the FASB issued guidance requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective retrospectively for reporting periods beginning on or after December 15, 2015 with early adoption permitted only for financial statements that have not been previously issued. We are currently in the process of evaluating the impact of adoption on our consolidated balance sheets. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Securities | All of our marketable securities were classified as available-for-sale securities as of September 30, 2015 and December 31, 2014 . Available-for-sale securities consisted of the following (in thousands): September 30, 2015 Amortized Cost Gains in Accumulated Other Comprehensive Income Losses in Accumulated Other Comprehensive Income Estimated Fair Value Real estate sector common stock $ 654 $ — $ (240 ) $ 414 Total available-for-sale securities $ 654 $ — $ (240 ) $ 414 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 |
Accrued Rents and Accounts Re24
Accrued Rents and Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Schedule of Accrued Rent and Accounts Receivable, Net | Accrued rents and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands): September 30, 2015 December 31, 2014 Tenant receivables $ 9,855 $ 7,998 Accrued rents and other recoveries 10,237 8,800 Allowance for doubtful accounts (5,993 ) (4,964 ) Total $ 14,099 $ 11,834 |
Unamortized Leasing Commissio25
Unamortized Leasing Commissions and Loan Costs (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Unamortized Leasing Comissions and Loan Costs | Costs which have been deferred consist of the following (in thousands): September 30, 2015 December 31, 2014 Lease commissions $ 6,566 $ 5,936 Deferred financing cost 5,821 5,785 Total cost 12,387 11,721 Less: lease commissions accumulated amortization (2,684 ) (2,373 ) Less: deferred financing cost accumulated amortization (1,370 ) (469 ) Total cost, net of accumulated amortization $ 8,333 $ 8,879 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of the dates indicated (in thousands): Description September 30, 2015 December 31, 2014 Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 (1) $ 10,280 $ 10,460 $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 (2) 50,000 50,000 $37.0 million 3.76% Note, due December 1, 2020 35,386 36,090 $6.5 million 3.80% Note, due January 1, 2019 6,232 6,355 $19.0 million 4.15% Note, due December 1, 2024 19,000 19,000 $20.2 million 4.28% Note, due June 6, 2023 20,121 20,200 $14.0 million 4.34% Note, due September 11, 2024 14,000 14,000 $14.3 million 4.34% Note, due September 11, 2024 14,300 14,300 $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) 7,886 7,888 $2.6 million 5.46% Note, due October 1, 2023 2,559 2,583 $11.1 million 5.87% Note, due August 6, 2016 11,382 11,607 $0.9 million 2.97% Note, due November 28, 2015 212 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 (4) 225,600 120,100 $50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019 (5) 50,000 50,000 $ 498,468 $ 394,093 (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 previous unsecured revolving credit facility at 0.84% . On October 30, 2015, the maturity date of this loan was extended to October 30, 2020 (See Note 15). (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% . (4) On October 30, 2015, the maturity date of the Revolver (as defined below) was extended to October 30, 2019 and $100 million of borrowings under the Revolver (as defined below) was converted to a new term loan under the Facility (as defined below) with a rate of LIBOR plus 1.65% to 2.25% and a maturity date of October 30, 2022 (See Note 15). (5) On October 30, 2015, the maturity date of this loan was extended to January 29, 2021 (See Note 15). |
Schedule of Maturities of Debt | Scheduled maturities of our outstanding debt as of September 30, 2015 were as follows (in thousands): Year Amount Due 2015 $ 730 2016 13,269 2017 60,212 2018 237,736 2019 58,049 Thereafter 128,472 Total $ 498,468 |
Derivatives and Hedging Activ27
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of activity and fair value of interest rate swaps | A summary of our interest rate swap activity is as follows (in thousands): Amount Recognized as Comprehensive Income (Loss) Location of Loss Recognized in Earnings Amount of Loss Recognized in Earnings (1) Three months ended September 30, 2015 $ (184 ) Interest expense $ (207 ) Three months ended September 30, 2014 $ 345 Interest expense $ (243 ) Nine months ended September 30, 2015 $ (460 ) Interest expense $ (617 ) Nine months ended September 30, 2014 $ 48 Interest expense $ (625 ) (1) We did not recognize any ineffective portion of our interest rate swaps in earnings for the three and nine months ended September 30, 2015 and 2014 . The fair value of our interest rate swaps is as follows (in thousands): Balance Sheet Location Estimated Fair Value Interest rate swaps: September 30, 2015 Accounts payable and accrued expenses $ 1,212 December 31, 2014 Accounts payable and accrued expenses $ 1,016 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2015 2014 2015 2014 Numerator: Income from continuing operations $ 1,551 $ 1,009 $ 4,773 $ 4,455 Less: Net income attributable to noncontrolling interests (25 ) (15 ) (78 ) (97 ) Distributions paid on unvested restricted shares (130 ) (54 ) (400 ) (127 ) Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares 1,396 940 4,295 4,231 Income from discontinued operations 44 112 3 378 Less: Net income attributable to noncontrolling interests — (3 ) — (8 ) Income from discontinued operations attributable to Whitestone REIT 44 109 3 370 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 1,440 $ 1,049 $ 4,298 $ 4,601 Denominator: Weighted average number of common shares - basic 26,476 22,482 23,988 22,182 Effect of dilutive securities: Unvested restricted shares 606 208 595 177 Weighted average number of common shares - dilutive 27,082 22,690 24,583 22,359 Earnings Per Share: Basic: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.04 $ 0.18 $ 0.19 Income from discontinued operations attributable to Whitestone REIT 0.00 0.01 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.05 $ 0.18 $ 0.21 Diluted: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.04 $ 0.17 $ 0.19 Income from discontinued operations attributable to Whitestone REIT 0.00 0.01 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.05 $ 0.05 $ 0.17 $ 0.21 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Distributions | The following table summarizes the cash distributions paid or payable to holders of common shares and to holders of noncontrolling OP units during each quarter during 2014 and the nine months ended September 30, 2015 (in thousands, except per share/unit data): Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distributions Per Common Share Total Amount Paid Distributions Per OP Unit Total Amount Paid Total Amount Paid 2015 Third Quarter $ 0.2850 $ 7,664 $ 0.2850 $ 122 $ 7,786 Second Quarter 0.2850 6,601 0.2850 111 6,712 First Quarter 0.2850 6,526 0.2850 113 6,639 Total $ 0.8550 $ 20,791 $ 0.8550 $ 346 $ 21,137 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 |
Incentive Share Plan (Tables)
Incentive Share Plan (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Incentive Plan Activity | A summary of the share-based incentive plan activity as of and for the nine months ended September 30, 2015 is as follows: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2015 2,411,068 $ 14.45 Granted 318,630 13.53 Vested (266,594 ) 14.36 Forfeited (99,269 ) 14.49 Non-vested at September 30, 2015 2,363,835 $ 14.33 Available for grant at September 30, 2015 963,401 |
Schedule of Nonvested and Vested Shares Activity | A summary of our non-vested and vested shares activity for the nine months ended September 30, 2015 and years ended December 31, 2014, 2013, 2012 and 2011 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, 2015 318,630 $ 13.53 (266,594 ) $ 3,829 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 Year Ended December 31, 2011 — — (5,169 ) — |
Real Estate (Tables)
Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of operating results for properties classified as discontinued operations | The operating results for properties classified as discontinued operations consists of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Property revenues $ 43 $ 389 43 1,213 Property expenses — 201 41 545 Depreciation and amortization — 74 — 227 Interest expense — — — 58 Provision for income taxes — 2 — 7 Gain on sale or disposal of assets (1 ) — (1 ) (2 ) Income from discontinued operations $ 44 $ 112 $ 3 $ 378 |
Interim Financial Statements (D
Interim Financial Statements (Details) | 1 Months Ended | ||
Jul. 31, 2004shares | Sep. 30, 2015CommercialProperties | Dec. 31, 2014CommercialProperties | |
Real Estate Properties [Line Items] | |||
Reorganization and conversion, number of common shares (in shares) | 1.42857 | ||
Wholly Owned Properties [Member] | |||
Real Estate Properties [Line Items] | |||
Number of commercial properties (in commercial properties) | CommercialProperties | 70 | 63 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Conversion basis for common shares to OP units | 1 | 1 | ||
Debt Instrument [Line Items] | ||||
Interest expense capitalized | $ 25 | $ 26 | $ 83 | $ 77 |
Real estate tax capitalized | 16 | 15 | 53 | 47 |
Share-based compensation | 1,859 | $ 1,485 | 5,202 | $ 3,092 |
Anthem Marketplace Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt | $ 15,100 | $ 15,100 | ||
Stated interest rate | 4.99% | 4.99% |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized Cost | $ 654,000 | $ 654,000 | $ 1,106,000 | ||
Gains in Accumulated Other Comprehensive Income | 0 | 0 | 0 | ||
Losses in Accumulated Other Comprehensive Income | (240,000) | (240,000) | (133,000) | ||
Estimated Fair Value | 414,000 | 414,000 | 973,000 | ||
Proceeds from sales of marketable securities | 0 | $ 0 | 496,000 | $ 0 | |
Gross realized gains on available-for-sale securities | 44,000 | ||||
Net unrealized holding loss on available-for-sale securities | (240,000) | $ (180,000) | |||
Real Estate Common Stock [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Amortized Cost | 654,000 | 654,000 | 1,106,000 | ||
Gains in Accumulated Other Comprehensive Income | 0 | 0 | 0 | ||
Losses in Accumulated Other Comprehensive Income | (240,000) | (240,000) | (133,000) | ||
Estimated Fair Value | $ 414,000 | $ 414,000 | $ 973,000 |
Accrued Rents and Accounts Re35
Accrued Rents and Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Tenant receivables | $ 9,855 | $ 7,998 |
Accrued rents and other recoveries | 10,237 | 8,800 |
Allowance for doubtful accounts | (5,993) | (4,964) |
Total | $ 14,099 | $ 11,834 |
Unamortized Leasing Commissio36
Unamortized Leasing Commissions and Loan Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Lease commissions | $ 6,566 | $ 5,936 |
Deferred financing cost | 5,821 | 5,785 |
Total cost | 12,387 | 11,721 |
Less: lease commissions accumulated amortization | (2,684) | (2,373) |
Less: deferred financing cost accumulated amortization | (1,370) | (469) |
Total cost, net of accumulated amortization | $ 8,333 | $ 8,879 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) | Oct. 30, 2015 | Nov. 07, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Aug. 08, 2012 |
Debt Instrument [Line Items] | ||||||
Notes payable | $ 498,468,000 | $ 394,093,000 | ||||
Fixed rate notes | $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 10,280,000 | 10,460,000 | ||||
Face amount of debt | $ 10,500,000 | 10,500,000 | ||||
Basis spread on variable rate | 2.00% | 2.00% | ||||
Fixed rate notes | $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 50,000,000 | 50,000,000 | ||||
Face amount of debt | $ 50,000,000 | $ 50,000,000 | ||||
Imputed interest rate | 0.84% | 0.84% | ||||
Fixed rate notes | $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.75% | 1.75% | ||||
Fixed rate notes | $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.50% | 2.50% | ||||
Fixed rate notes | $37.0 million 3.76% Note, due December 1, 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 35,386,000 | $ 36,090,000 | ||||
Stated interest rate | 3.76% | 3.76% | ||||
Face amount of debt | $ 37,000,000 | $ 37,000,000 | ||||
Fixed rate notes | $6.5 million 3.80% Note, due January 1, 2019 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 6,232,000 | $ 6,355,000 | ||||
Stated interest rate | 3.80% | 3.80% | ||||
Face amount of debt | $ 6,500,000 | $ 6,500,000 | ||||
Fixed rate notes | $19.0 million 4.15% Note, due December 1, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 19,000,000 | $ 19,000,000 | ||||
Stated interest rate | 4.15% | 4.15% | ||||
Face amount of debt | $ 19,000,000 | $ 19,000,000 | ||||
Fixed rate notes | $20.2 million 4.28% Note, due June 6, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 20,121,000 | $ 20,200,000 | ||||
Stated interest rate | 4.28% | 4.28% | ||||
Face amount of debt | $ 20,200,000 | $ 20,200,000 | ||||
Fixed rate notes | $14.0 million 4.34% Note, due September 11, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 14,000,000 | $ 14,000,000 | ||||
Stated interest rate | 4.34% | 4.34% | ||||
Face amount of debt | $ 14,000,000 | $ 14,000,000 | ||||
Fixed rate notes | $14.3 million 4.34% Note, due September 11, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 14,300,000 | $ 14,300,000 | ||||
Stated interest rate | 4.34% | 4.34% | ||||
Face amount of debt | $ 14,300,000 | $ 14,300,000 | ||||
Fixed rate notes | $16.5 million 4.97% Note, due September 26, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 16,450,000 | $ 16,450,000 | ||||
Stated interest rate | 4.97% | 4.97% | ||||
Face amount of debt | $ 16,500,000 | $ 16,500,000 | ||||
Fixed rate notes | $15.1 million 4.99% Note, due January 6, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 15,060,000 | $ 15,060,000 | ||||
Stated interest rate | 4.99% | 4.99% | ||||
Face amount of debt | $ 15,100,000 | $ 15,100,000 | ||||
Fixed rate notes | $9.2 million, Prime Rate less 2.00%, due December 29, 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized discount | $ 1,300,000 | |||||
Imputed interest rate | 4.13% | |||||
Fixed rate notes | $9.2 million, Prime Rate less 2.00%, due December 29, 2017 | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 7,886,000 | 7,888,000 | ||||
Face amount of debt | $ 9,200,000 | 9,200,000 | ||||
Basis spread on variable rate | 2.00% | 2.00% | ||||
Fixed rate notes | $2.6 million 5.46% Note, due October 1, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 2,559,000 | $ 2,583,000 | ||||
Stated interest rate | 5.46% | 5.46% | ||||
Face amount of debt | $ 2,600,000 | $ 2,600,000 | ||||
Fixed rate notes | $11.1 million 5.87% Note, due August 6, 2016 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 11,382,000 | $ 11,607,000 | ||||
Stated interest rate | 5.87% | 5.87% | ||||
Face amount of debt | $ 11,100,000 | $ 11,100,000 | ||||
Fixed rate notes | $0.9 million 2.97% Note, due November 28, 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | 212,000 | 0 | ||||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 (4) | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 225,600,000 | 120,100,000 | ||||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 (4) | Minimum | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.40% | 1.40% | ||||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 (4) | Maximum | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.95% | 1.95% | ||||
Floating rate notes | $50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019 (5) | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 | 50,000,000 | ||||
Floating rate notes | $50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019 (5) | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 50,000,000 | $ 50,000,000 | ||||
Floating rate notes | $50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019 (5) | Minimum | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.35% | 1.35% | ||||
Floating rate notes | $50.0 million, LIBOR plus 1.35% to 1.90% Note, due November 7, 2019 (5) | Maximum | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.90% | 1.90% | ||||
Interest rate swap | $10.5 million, LIBOR plus 2.00% Note, due September 24, 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 3.55% | |||||
Interest rate swap | $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 0.84% | |||||
Interest rate swap | $9.2 million, Prime Rate less 2.00%, due December 29, 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.72% | |||||
Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 | |||||
Term loan | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 100,000,000 | |||||
Term loan | Minimum | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.35% | |||||
Term loan | Minimum | LIBOR Rate | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.65% | |||||
Term loan | Maximum | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.90% | |||||
Term loan | Maximum | LIBOR Rate | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Term loan | $50.0 million, 0.84% plus 1.75% to 2.50% Note, due February 17, 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Nov. 07, 2014USD ($) | Sep. 30, 2015USD ($)CollateralizedProperties | Dec. 24, 2014USD ($) | Nov. 26, 2014USD ($) | Sep. 03, 2014USD ($) | Aug. 26, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Secured debt | $ 172,700,000 | |||||
Number of collateralized properties (in collateralized properties) | CollateralizedProperties | 20 | |||||
Carrying value of collateralized properties | $ 214,400,000 | |||||
Village Square at Dana Park Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 2,600,000 | |||||
Stated interest rate | 5.46% | |||||
Headquarters Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 19,000,000 | |||||
Stated interest rate | 4.15% | |||||
Pecos Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 14,000,000 | |||||
Stated interest rate | 4.34% | |||||
Starwood Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 14,300,000 | |||||
Stated interest rate | 4.34% | |||||
Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 400,000,000 | |||||
Credit facility, expanded maximum borrowing capacity | $ 700,000,000 | |||||
Revolving credit facility | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Revolving credit facility | LIBOR Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.40% | |||||
Revolving credit facility | LIBOR Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.95% | |||||
Revolving credit facility | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, remaining borrowing capacity | 174,400,000 | |||||
Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 | |||||
Term loan | LIBOR Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.35% | |||||
Term loan | LIBOR Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.90% | |||||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due November 7, 2018 | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit outstanding | $ 325,600,000 | |||||
Existing term loan | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 |
Debt (Schedule of Maturities of
Debt (Schedule of Maturities of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,015 | $ 730 | |
2,016 | 13,269 | |
2,017 | 60,212 | |
2,018 | 237,736 | |
2,019 | 58,049 | |
Thereafter | 128,472 | |
Total | $ 498,468 | $ 394,093 |
Derivatives and Hedging Activ40
Derivatives and Hedging Activities (Details) - Interest Rate Swaps [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Interest Expense [Member] | |||||
Derivative [Line Items] | |||||
Amount Recognized as Comprehensive Income (Loss) | $ (184) | $ 345 | $ (460) | $ 48 | |
Amount of Gain (Loss) Recognized in Earnings | (207) | $ (243) | (617) | $ (625) | |
Accounts Payable and Accrued Expenses [Member] | |||||
Derivative [Line Items] | |||||
Estimated Fair Value | $ 1,212 | $ 1,212 | $ 1,016 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Distributions to holders of certain restricted common shares charged against earnings | $ 1,859 | $ 1,485 | $ 5,202 | $ 3,092 |
Numerator: | ||||
Income from continuing operations | 1,551 | 1,009 | 4,773 | 4,455 |
Less: Net income attributable to noncontrolling interests | (25) | (15) | (78) | (97) |
Distributions paid on unvested restricted shares | (130) | (54) | (400) | (127) |
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | 1,396 | 940 | 4,295 | 4,231 |
Income from discontinued operations | 44 | 112 | 3 | 378 |
Less: Net income attributable to noncontrolling interests | 0 | (3) | 0 | (8) |
Income from discontinued operations attributable to Whitestone REIT | 44 | 109 | 3 | 370 |
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | $ 1,440 | $ 1,049 | $ 4,298 | $ 4,601 |
Denominator: | ||||
Weighted average number of common shares - basic (in shares) | 26,476,000 | 22,482,000 | 23,988,000 | 22,182,000 |
Effect of dilutive securities: | ||||
Unvested restricted shares (in shares) | 606,000 | 208,000 | 595,000 | 177,000 |
Weighted average number of common shares - dilutive (in shares) | 27,082,000 | 22,690,000 | 24,583,000 | 22,359,000 |
Basic: | ||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.05 | $ 0.04 | $ 0.18 | $ 0.19 |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0.01 | 0 | 0.02 |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.05 | 0.05 | 0.18 | 0.21 |
Diluted: | ||||
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.05 | 0.04 | 0.17 | 0.19 |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0.01 | 0 | 0.02 |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.17 | $ 0.21 |
OP Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
OP units excluded from diluted earnings per share because their effect would be anti-dilutive | 435,440 | 425,080 | 406,277 | 495,280 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Distributions to holders of certain restricted common shares | $ 139 | $ 78 | $ 427 | $ 195 |
Distributions to holders of certain restricted common shares charged against earnings | $ 9 | $ 24 | $ 27 | $ 68 |
Income Taxes (Details)
Income Taxes (Details) - Texas [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Contingency [Line Items] | ||||
Applicable tax rate used to determine state margin tax | 1.00% | |||
Standard deduction rate used to determine state margin tax | 30.00% | |||
Margin tax provision recognized | $ 104 | $ 71 | $ 292 | $ 180 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | Jun. 26, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Jun. 30, 2014USD ($)$ / shares | Mar. 31, 2014USD ($)$ / shares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)shares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 04, 2015USD ($)agreement | Jun. 19, 2013USD ($)agreement |
Class of Stock [Line Items] | |||||||||||||
Common shares, authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | |||||||||
Common shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||
Preferred shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common shares, issued (in shares) | 3,750,000 | 26,977,957 | 22,835,695 | 26,977,957 | 22,835,695 | ||||||||
Share price (in dollars per share) | $ / shares | $ 13.3386 | ||||||||||||
Proceeds from issuance of common shares, net of offering costs | $ | $ 49,700 | $ 49,717 | $ 6,458 | ||||||||||
Payments of exchange offer costs | $ | $ 0 | $ 67 | |||||||||||
Equity distribution agreements, authorized amount | $ | $ 50,000 | $ 50,000 | |||||||||||
Number of equity distribution agreements | agreement | 9 | 5 | |||||||||||
Ownership interest in operating partnership | 98.10% | ||||||||||||
Conversion basis for common shares to OP units | 1 | 1 | |||||||||||
Weighted-average share ownership in operating partnership | 98.40% | 98.20% | 98.40% | 97.80% | |||||||||
Common Stock [Member] | ATM Program [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued (in shares) | 377,983 | ||||||||||||
Proceeds from issuance of equity | $ | $ 5,300 | ||||||||||||
Payments of exchange offer costs | $ | $ 100 | ||||||||||||
Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||||
Preferred shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||
OP Units [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
OP units outstanding (in shares) | 27,364,852 | 22,926,599 | 27,364,852 | 22,926,599 | |||||||||
OP units owned (in shares) | 26,856,737 | 22,528,207 | 26,856,737 | 22,528,207 | |||||||||
Conversion of stock, shares converted (in shares) | 1,693 | 64,226 | 10,277 | 160,060 | |||||||||
Cash Distribution [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash distribution paid | $ | $ 7,786 | $ 6,712 | $ 6,639 | $ 6,598 | $ 6,583 | $ 6,519 | $ 6,389 | $ 21,137 | $ 26,089 | ||||
Cash Distribution [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash distribution paid (in dollars per share) | $ / shares | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.8550 | $ 1.1400 | ||||
Cash distribution paid | $ | $ 7,664 | $ 6,601 | $ 6,526 | $ 6,484 | $ 6,457 | $ 6,367 | $ 6,231 | $ 20,791 | $ 25,539 | ||||
Cash Distribution [Member] | OP Units [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash distribution paid (in dollars per share) | $ / shares | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.8550 | $ 1.1400 | ||||
Cash distribution paid | $ | $ 122 | $ 111 | $ 113 | $ 114 | $ 126 | $ 152 | $ 158 | $ 346 | $ 550 |
Incentive Share Plan (Narrative
Incentive Share Plan (Narrative) (Details) $ in Thousands | Jun. 30, 2015shares | Apr. 02, 2014employeeshares | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 22, 2010 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | $ 1,859 | $ 1,485 | $ 5,202 | $ 3,092 | |||
Minimum | Time-Based Vesting [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 1 year | ||||||
Maximum | Time-Based Vesting [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 2 years | ||||||
Restricted Common Shares and Restricted Share Units [Member] | Time and Performance-Based Vesting [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of employees granted an award | employee | 51 | ||||||
Aggregate shares granted (in shares) | shares | 633,704 | ||||||
Restricted Common Shares and Restricted Share Units [Member] | Time-Based Vesting [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate shares granted (in shares) | shares | 143,000 | ||||||
Restricted Common Shares and Restricted Share Units [Member] | Performance Vesting [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate shares granted (in shares) | shares | 2,049,116 | ||||||
Non-Cash Share Based Compensation in 2014 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | 7,100 | 7,100 | |||||
Non-Cash Share Based Compensation Subsequent to 2014 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 13,200 | $ 13,200 | |||||
Unrecognized compensation cost, period for recognition | 28 months | ||||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of maximum number of shares issued under plan to aggregate shares | 12.50% | ||||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | Restricted Common Shares and Restricted Share Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 82.00% | 82.00% | |||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | Performance Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 10,800 | $ 10,800 | |||||
Award vesting period | 42 months | ||||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | Non-Vested Time Based Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost | $ 4,200 | $ 4,200 | |||||
Unrecognized compensation cost, period for recognition | 18 months |
Incentive Share Plan (Schedule
Incentive Share Plan (Schedule of Share-Based Incentive Plan Activity) (Details) - 2008 Long-Term Equity Incentive Ownership Plan [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Shares, Non-vested (in shares) | 2,411,068 | ||||
Weighted-Average Grant Date Fair Value, Non-vested (in dollars per share) | $ 14.45 | ||||
Shares, Granted (in shares) | 318,630 | 2,058,930 | 328,005 | 99,700 | 0 |
Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ 13.53 | $ 14.40 | $ 15.43 | $ 13.03 | $ 0 |
Shares, Vested (in shares) | (266,594) | (133,774) | (15,270) | (16,208) | (5,169) |
Weighted-Average Grant Date Fair Value, Vested (in dollars per share) | $ 14.36 | ||||
Shares, Forfeited (in shares) | (99,269) | ||||
Weighted-Average Grant Date Fair Value, Forfeited (in dollars per share) | $ 14.49 | ||||
Shares, Non-vested (in shares) | 2,363,835 | 2,411,068 | |||
Weighted-Average Grant Date Fair Value, Non-vested (in dollars per share) | $ 14.33 | $ 14.45 | |||
Shares, Available for grant (in shares) | 963,401 |
Incentive Share Plan (Schedul46
Incentive Share Plan (Schedule of Nonvested and Vested Shares Activity) (Details) - 2008 Long-Term Equity Incentive Ownership Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares, Granted, Non-Vested Shares Isused (in shares) | 318,630 | 2,058,930 | 328,005 | 99,700 | 0 |
Shares Granted, Weighted-Average Grant Date Fair Value, Granted (in dollars per share) | $ 13.53 | $ 14.40 | $ 15.43 | $ 13.03 | $ 0 |
Shares, Vested (in shares) | (266,594) | (133,774) | (15,270) | (16,208) | (5,169) |
Shares Vested, Total Vest-Date Fair Value | $ 3,829 | $ 1,721 | $ 224 | $ 223 | $ 0 |
Grants to Trustees (Details)
Grants to Trustees (Details) - Individual Trustee Grant Agreements [Member] | Dec. 09, 2014trustee$ / sharesshares | Oct. 24, 2014trustee$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of independent trustees (in trustees) | 2 | 4 |
Number of trustee emeritus (in trustees) | 1 | |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted to each trustee (in shares) | shares | 2,314 | 7,500 |
Restricted stock granted to trustees, vested in period (in shares) | shares | 1,500 | |
Restricted stock granted to trustees, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 14.69 | $ 14.53 |
Real Estate (Details)
Real Estate (Details) $ in Thousands | Aug. 28, 2015USD ($)ft² | Aug. 26, 2015USD ($)aft²parcelshares | Jul. 02, 2015USD ($)ft² | May. 27, 2015USD ($)ft² | Mar. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 24, 2014USD ($)ft² | Dec. 19, 2014USD ($)a | Nov. 05, 2014USD ($)ft² | Sep. 19, 2014USD ($)ft² | Jul. 01, 2014USD ($)ft² | Jul. 22, 2011USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) |
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 147,950 | $ 38,076 | ||||||||||||||
Conversion basis for common shares to OP units | shares | 1 | 1 | ||||||||||||||
Loss on sale or disposal of assets and properties | $ (248) | (111) | ||||||||||||||
Schedule of operating results for properties classified as discontinued operations | ||||||||||||||||
Income from discontinued operations | $ 44 | $ 112 | $ 3 | 378 | ||||||||||||
Gilbert Tuscany Village [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 1,700 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 14,603 | |||||||||||||||
Keller Place [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 12,000 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 93,541 | |||||||||||||||
Property percentage occupied | 92.00% | |||||||||||||||
Number of undeveloped parcels | parcel | 2 | |||||||||||||||
Area of land (in acres) | a | 3.12 | |||||||||||||||
Issuance of OP units (in shares) | shares | 120,000 | |||||||||||||||
Conversion basis for common shares to OP units | shares | 1 | 1 | ||||||||||||||
Quinlan Crossing [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 37,500 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 109,892 | |||||||||||||||
Property percentage occupied | 95.00% | |||||||||||||||
Parkside Village North [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 12,500 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 27,045 | |||||||||||||||
Property percentage occupied | 100.00% | |||||||||||||||
Parkside Village South [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 32,500 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 90,101 | |||||||||||||||
Property percentage occupied | 100.00% | |||||||||||||||
Davenport Village [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 45,500 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 128,934 | |||||||||||||||
Property percentage occupied | 85.00% | |||||||||||||||
City View Village [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 6,300 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 17,870 | |||||||||||||||
Property percentage occupied | 100.00% | |||||||||||||||
Village Square at Dana Park Hard Corner [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 2,100 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 12,047 | |||||||||||||||
Property percentage occupied | 88.00% | |||||||||||||||
Property acquisitions, purchase price | $ 4,700 | |||||||||||||||
Face amount of debt | 2,600 | |||||||||||||||
The Shops at Williams Trace [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 20,200 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 132,991 | |||||||||||||||
Property percentage occupied | 87.00% | |||||||||||||||
Williams Trace Plaza [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 20,400 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 129,222 | |||||||||||||||
Property percentage occupied | 95.00% | |||||||||||||||
Fulton Ranch Towne Center Adjacent Parcel [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 900 | |||||||||||||||
Area of land (in acres) | a | 1.39 | |||||||||||||||
Fulton Ranch Towne Center [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 29,300 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 113,281 | |||||||||||||||
Property percentage occupied | 86.00% | |||||||||||||||
The Promenade at Fulton Ranch [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 18,600 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 98,792 | |||||||||||||||
Property percentage occupied | 76.00% | |||||||||||||||
The Strand at Huebner Oaks [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 18,000 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 73,920 | |||||||||||||||
Property percentage occupied | 90.00% | |||||||||||||||
Heritage Trace Plaza [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Payments to acquire property | $ 20,100 | |||||||||||||||
Gross leasable area (in square feet) | ft² | 70,431 | |||||||||||||||
Property percentage occupied | 98.00% | |||||||||||||||
Zeta, Royal Crest and Featherwood [Member] | ||||||||||||||||
Real Estate [Line Items] | ||||||||||||||||
Proceeds from the sale of real estate | $ 10,300 | |||||||||||||||
Seller financing | $ 2,500 | $ 2,500 | ||||||||||||||
Loss on sale or disposal of assets and properties | $ 4,400 | 1,900 | ||||||||||||||
Gain on sale of property | 2,500 | 2,500 | ||||||||||||||
Schedule of operating results for properties classified as discontinued operations | ||||||||||||||||
Property revenues | 43 | 389 | 43 | 1,213 | ||||||||||||
Property expenses | 0 | 201 | 41 | 545 | ||||||||||||
Interest expense | 0 | 74 | 0 | 227 | ||||||||||||
Interest expense | 0 | 0 | 0 | 58 | ||||||||||||
Provision for income taxes | 0 | 2 | 0 | 7 | ||||||||||||
Gain on sale or disposal of assets | (1) | 0 | (1) | (2) | ||||||||||||
Income from discontinued operations | $ 44 | $ 112 | $ 3 | $ 378 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 30, 2015 | Nov. 07, 2014 |
Revolving credit facility | LIBOR Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Revolving credit facility | Minimum | LIBOR Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.40% | |
Revolving credit facility | Maximum | LIBOR Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.95% | |
Term loan | ||
Subsequent Event [Line Items] | ||
Face amount of debt | $ 50,000,000 | |
Term loan | Minimum | LIBOR Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.35% | |
Term loan | Maximum | LIBOR Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.90% | |
Subsequent Event | Revolving credit facility | ||
Subsequent Event [Line Items] | ||
Credit facility outstanding | $ 100,000,000 | |
Subsequent Event | Term loan | ||
Subsequent Event [Line Items] | ||
Face amount of debt | $ 100,000,000 | |
Subsequent Event | Term loan | Minimum | LIBOR Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 1.65% | |
Subsequent Event | Term loan | Maximum | LIBOR Rate | ||
Subsequent Event [Line Items] | ||
Basis spread on variable rate | 2.25% |