SEC Comment Letter for Whitestone REIT (WSR) (CIK 0001175535) (WSR) — Dec 30, 2014
Whitestone REIT (WSR) (CIK 0001175535)
Date: Dec. 30, 2014 · CIK: 0001175535 · Accession: 0000000000-14-067434
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE December 30, 2014 Via E -mail Mr. David K. Holeman Chief Financial Officer Whitestone REIT 2600 South Gessner, Suite 500 Houston, TX 77063
RE: Whitestone REIT Form 10 -K for the Fiscal Year Ended December 31, 20 13 Filed February 28, 2014 File No. 1-34855
Dear Mr. Holeman :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to thes e comments, we may have additional comments.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
How We Derive Our Revenue , page 33 1. In future Exchange Act periodic reports, please clarify how many of your properties owned at the end of the applicable period were defined as “Same Store” and “New Store,” respectively.
Mr. David K. Holeman Whitestone REIT December 30, 2014 Page 2
Known Trends in Our Operations; Outlook for Future Results
Scheduled Lease Expirations , page 33 2. In future Exchange Act periodic reports, plea se provide more detailed leasing statistics, including the amount of space available at the start of the period, the amount of lease expirations, the amount of new leases, the amount of renewals and the amount of vacant space at the end of the period. Add itionally, please provide more detailed disclosure regarding tenant improvement costs and leasing commission costs for new leases. 3. In future Exchange Act periodic reports, please include a discussion that compares new leases and renewed leases on previousl y leased properties to prior rents received. Such amounts should be adjusted for any tenant concessions provided, such as free rent.
Summary of Critical Accounting Policies
Development Properties, page 35 4. We note that you have significant development ac tivity and appear to be capitalizing soft costs such as payroll and other G&A costs. Please tell us the amounts of such costs capitalized in the latest period and to the extent that these amounts are material to earnings, disclose the amounts capitalized in future filings. Please provide similar information/disclosure related to deferred leasing costs if applicable. 5. Related to the comment above, consider including in future filings a breakdown of your capital expenditures by type (new development, redev elopment/renovation, tenant improvements/allowances, CAM, etc.) and by period presented.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing inclu des the information the Se curities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our commen ts, please provide a written statement from the company acknowledging that
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
Mr. David K. Holeman Whitestone REIT December 30, 2014 Page 3
the Commission or any person under the federal securiti es laws of the United States.
You may contact William Demarest at (202) 551-3432 or me at (202) 551 -3429 with any questions on the financial statements or related ma tters. Please contact Sara von Althann at (202) 551 -207 or Jennifer Gowetski at (202) 551 -3401 with any other questions .
Sincerely,
/s/ Kristi Marrone
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 30, 2014
Via E -mail
Mr. David K. Holeman
Chief Financial Officer
Whitestone REIT
2600 South Gessner, Suite 500
Houston, TX 77063
RE: Whitestone REIT
Form 10 -K for the Fiscal Year Ended December 31, 20 13
Filed February 28, 2014
File No. 1-34855
Dear Mr. Holeman :
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to thes e comments, we may have additional comments.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
How We Derive Our Revenue , page 33
1. In future Exchange Act periodic reports, please clarify how many of your properties
owned at the end of the applicable period were defined as “Same Store” and “New
Store,” respectively.
Mr. David K. Holeman
Whitestone REIT
December 30, 2014
Page 2
Known Trends in Our Operations; Outlook for Future Results
Scheduled Lease Expirations , page 33
2. In future Exchange Act periodic reports, plea se provide more detailed leasing statistics,
including the amount of space available at the start of the period, the amount of lease
expirations, the amount of new leases, the amount of renewals and the amount of vacant
space at the end of the period. Add itionally, please provide more detailed disclosure
regarding tenant improvement costs and leasing commission costs for new leases.
3. In future Exchange Act periodic reports, please include a discussion that compares new
leases and renewed leases on previousl y leased properties to prior rents received. Such
amounts should be adjusted for any tenant concessions provided, such as free rent.
Summary of Critical Accounting Policies
Development Properties, page 35
4. We note that you have significant development ac tivity and appear to be capitalizing soft
costs such as payroll and other G&A costs. Please tell us the amounts of such costs
capitalized in the latest period and to the extent that these amounts are material to
earnings, disclose the amounts capitalized in future filings. Please provide similar
information/disclosure related to deferred leasing costs if applicable.
5. Related to the comment above, consider including in future filings a breakdown of your
capital expenditures by type (new development, redev elopment/renovation, tenant
improvements/allowances, CAM, etc.) and by period presented.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the information the Se curities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our commen ts, please provide a written statement from the company
acknowledging that
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
Mr. David K. Holeman
Whitestone REIT
December 30, 2014
Page 3
the Commission or any person under the federal securiti es laws of the United States.
You may contact William Demarest at (202) 551-3432 or me at (202) 551 -3429 with any
questions on the financial statements or related ma tters. Please contact Sara von Althann at
(202) 551 -207 or Jennifer Gowetski at (202) 551 -3401 with any other questions .
Sincerely,
/s/ Kristi Marrone
Kristi Marrone
Staff Accountant