Debt Disclosure [Text Block] | 7. 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 Debt consisted of the following as of the dates indicated (in thousands): Description June 30, 2024 December 31, 2023 Fixed rate notes $ 265.0 3.18 1.45 2.10 January 31, 2028 (1) $ 265,000 $ 265,000 $ 80.0 3.72 June 1, 2027 80,000 80,000 $ 19.0 4.15 December 1, 2024 17,475 17,658 $ 14.0 4.34 September 11, 2024 12,282 12,427 $ 14.3 4.34 September 11, 2024 13,121 13,257 $ 15.1 4.99 January 6, 2024 — 13,350 $ 50.0 5.09 March 22, 2029 35,714 42,857 $ 50.0 5.17 March 22, 2029 50,000 50,000 $ 2.5 7.79 February 28, 2025 1,817 — $ 50.0 3.71 1.50 2.10 September 16, 2026 50,000 50,000 $ 56.3 6.23 July 31, 2031 56,340 — Floating rate notes Unsecured line of credit, SOFR 1.50 2.10 September 16, 2026 85,000 96,000 Total notes payable principal 666,749 640,549 Less deferred financing costs, net of accumulated amortization (1,082 ) (377 ) Total notes payable $ 665,667 $ 640,172 ( 1 Promissory note includes an interest rate swap that fixes the SOFR portion of the term loan at an interest rate of 2.16% through October 28, 2022, October 29, 2022 January 31, 2024, February 1, 2024 January 31, 2028. ( 2 A portion of the unsecured line of credit includes an interest rate swap to fix the SOFR portion of the loan at 3.71%. On June 21, 2024, The Loan provides for a fixed interest rate of 6.23% per annum. Payments commence on August 1, 2024, first July 1, 2031, first 36 30 August 1, 2027. may not not fifteen 15 No six The Loan is a non-recourse loan secured by three The loan documents contain customary terms and conditions, including without limitation affirmative and negative covenants such as information reporting and insurance requirements. The loan documents also contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants, and bankruptcy or other insolvency events. Upon the occurrence of an event of default, the Lender is entitled to accelerate all obligations of the Borrower. The Lender will also be entitled to receive the entire unpaid principal balance at a default rate. The Loan proceeds will be used to pay down the Borrower’s existing floating rate indebtedness. On March 22, 2019, March 22, 2029 ( March 22, 2029 ( March 22, 2019 ( On December 16, 2022, March 22, 2019 ( No. 1 December 16, 2022 ( Neither the term of the Existing Note Agreement, the interest rate, nor the principal amounts, were amended. The purpose of the amendment is to conform certain covenants and defined terms contained in the Amended Note Agreement with the Company’s recently amended unsecured credit facility with the lenders party thereto, Bank of Montreal, as administrative agent, Truist Bank, as syndication agent, and BMO Capital Markets Corp., Truist Bank, Capital One, National Association, and U.S. Bank National Association, as co-lead arrangers and joint book runners. The principal of the Series A Notes began to amortize on March 22, 2023 March 22, 2025 22nd March, June, September December The Operating Partnership may not The Note Agreement contains representations, warranties, covenants, terms and conditions customary for transactions of this type and substantially similar to the Operating Partnership’s existing senior revolving credit facility, including limitations on liens, incurrence of investments, acquisitions, loans and advances and restrictions on dividends and certain other restricted payments. In addition, the Note Agreement contains certain financial covenants substantially similar to the Operating Partnership’s existing senior revolving credit facility, including the following: • maximum total indebtedness to total asset value ratio of 0.60 to 1.00; • maximum secured debt to total asset value ratio of 0.40 to 1.00; • minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00; • maximum secured recourse debt to total asset value ratio of 0.15 to 1.00; • maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of 75% of the Company's total net worth as of December 31, 2021 • minimum adjusted property NOI to implied unencumbered debt service ratio of 1.50 to 1.00. In addition, the Note Agreement contains a financial covenant requiring that maximum unsecured indebtedness not 1.00. The Note Agreement also contains default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults with other indebtedness and guarantor defaults. The occurrence of an event of default under the Note Agreement could result in the Purchasers accelerating the payment of all obligations under the Notes. The financial and restrictive covenants and default provisions in the Note Agreement are substantially similar to those contained in the Operating Partnership’s existing credit facility. Net proceeds from the Private Placement were used to refinance existing indebtedness. The Notes have not not 1933, may not 4 2 On September 16, 2022, “2022 2022 January 31, 2019 ( “2019 The 2022 two • $250.0 million unsecured revolving credit facility with a maturity date of September 16, 2026 “2022 • $265.0 million unsecured term loan with a maturity date of January 31, 2028 ( Borrowings under the 2022 June 30, 2024 2022 • 2.16% plus 1.55% through October 28, 2022 • 2.80% plus 1.55% from October 29, 2022 January 31, 2024 • 3.42% plus 1.55% from February 1, 2024 January 31, 2028 The 2022 one two 2 The 2022 June 30, 2024 , subject to any potential future paydowns or increases in the borrowing base, we hav illion remaining availability under the 2022 June 30, 2024 , $400.0 million was drawn on the 2022 llion, assuming that we use the proceeds of the 2022 The Company, each direct and indirect material subsidiary of the Operating Partnership and any other subsidiary of the Operating Partnership that is a guarantor under any unsecured ratable debt will serve as a guarantor for funds borrowed by the Operating Partnership under the 2022 2022 2022 • maximum total indebtedness to total asset value ratio of 0.60 to 1.00; • maximum secured debt to total asset value ratio of 0.40 to 1.00; • minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00; • maximum other recourse debt to total asset value ratio of 0.15 to 1.00; • maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of $449 million plus 75% of the net proceeds from additional equity offerings (as defined therein). As of June 30, 2024 seven June 30, 2024 Scheduled maturities of our outstanding debt as of June 30, 2024 Year Amount Due 2024 (remaining) $ 44,241 2025 17,596 2026 152,143 2027 97,414 2028 282,823 Thereafter 72,532 Total $ 666,749 |