8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 Or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2018

Whitestone REIT

(Exact name of registrant as specified in charter)

Maryland	001-34855	76-0594970
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2600 South Gessner, Suite 500, Houston, Texas	77063
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (713) 827-9595

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule #14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Explanatory Note.

On May 30, 2017, Whitestone REIT (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the completion of the acquisition of BLVD Place, a property that meets the Company's Community Centered Property™ strategy, on May 26, 2017. On August 1, 2017, the Company filed an amendment (the “Form 8-K/A”) to the Original Form 8-K for the sole purpose of filing financial statements for the three months ended March 31, 2017 and year ended December 31, 2016 and pro forma financial information as of March 31, 2017 and for the three months ended March 31, 2017 and year ended December 31, 2016, as required by Item 9.01 of Form 8-K. This Current Report on Form 8-K is being filed for the sole purpose of filing pro forma financial information for the fiscal year ended December 31, 2017 and should be read in conjunction with the Original Form 8-K and the Form 8-K/A. After reasonable inquiry, the Company is not aware of any other material factors relating to BLVD Place that would cause the reported financial information not to be necessarily indicative of future operating results.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information. The following financial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Whitestone REIT

Unaudited Pro Forma Condensed Consolidated Statement of Income for the Year Ended December 31, 2017.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income.

(d)    Exhibits.

Exhibit No.	Description
99.1	Unaudited Pro Forma Financial Information of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Whitestone REIT
		(Registrant)
Date:	May 17, 2018	By: /s/ David K. Holeman
		Name: David K. Holeman Title:   Chief Financial Officer

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

The following pro forma condensed consolidated statement of income has been prepared to provide pro forma information with regard to the acquisition of BLVD Place (the “Property”), which Whitestone REIT (“Whitestone”), through Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), its majority-owned subsidiary, acquired from an unrelated party on May 26, 2017.

The unaudited pro forma condensed consolidated statement of income for Whitestone and the Property for the year ended December 31, 2017 gives effect to Whitestone's acquisition of the Property as if it had occurred on January 1, 2017. The pro forma adjustments column presented on the pro forma condensed consolidated statement of income for the year ended December 31, 2017 includes the financial information for the Property for the period from January 1, 2017 through May 25, 2017.

The unaudited pro forma condensed consolidated statement of income has been prepared by Whitestone's management based upon the historical financial statements of Whitestone and its subsidiaries and of the Property. This pro forma statement may not be indicative of the results that actually would have occurred had the acquisition of the Property been completed on the date indicated or which may be obtained in the future.

In management's opinion, all adjustments necessary to reflect the effects of the Property acquisition have been made. This unaudited pro forma statement is for informational purposes only and should be read in conjunction with the historical financial statements of Whitestone and its subsidiaries, including the related notes thereto, which were filed with the Securities and Exchange Commission as part of Whitestone's Annual Report on Form 10-K for the year ended December 31, 2017 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.

WHITESTONE REIT AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2017

(unaudited)

(in thousands, except per share data)

	Whitestone REIT			BLVD Place		Pro Forma Adjustments				Pro Forma Consolidated
	(A)			(B)		(C)
Property revenues
Rental revenues	$	94,568		$	3,691	$	284		(1)	$	98,543
Other revenues	31,391			1,784		—				33,175
Total property revenues	125,959			5,475		284				131,718
Property expenses
Property operation and maintenance	24,213			772		—				24,985
Real estate taxes	17,897			1,126		—				19,023
Total property expenses	42,110			1,898		—				44,008
Other expenses (income)
General and administrative	23,949			—		—				23,949
Depreciation and amortization	27,240			—		923			(2)	28,163
Interest expense	23,651			—		1,178			(3)	24,829
Interest, dividend and other investment income	(410		)	—		—				(410		)
Total other expense	74,430			—		2,101				76,531
Income before gain (loss) on sale or disposal of properties or assets and income taxes	9,419			3,577		(1,817		)		11,179
Provision for income taxes	(386		)	—		(31		)	(4)	(417		)
Gain on sale of properties	16			—		—				16
Loss on sale or disposal of assets	(183		)	—		—				(183		)
Net income	8,866			3,577		(1,848		)		10,595
Redeemable operating partnership units	254			—		51			(5)	305
Non-controlling interests in Consolidated Partnership	278			—		—				278
Less: Net income attributable to noncontrolling interests	532			—		51				583
Net income attributable to Whitestone REIT	$	8,334		$	3,577	$	(1,899	)		$	10,012
Basic Earnings Per Share:	$	0.22								$	0.25
Diluted Earnings Per Share:	$	0.22								$	0.25
Weighted-average common shares outstanding:
Basic (6)	35,428									37,933
Diluted (6)	36,255									38,760

See accompanying notes to unaudited pro forma condensed consolidated statement of income.

WHITESTONE REIT AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

(unaudited)

1. Adjustments to the Unaudited Pro Forma Consolidated Statement of Income

A. Reflects the historical condensed consolidated statement of operations of Whitestone for the year ended December 31, 2017. Please refer to Whitestone's historical consolidated financial statements and notes thereto included in Whitestone's Annual Report on Form 10-K for the year ended December 31, 2017.

B. Reflects the statement of revenues and certain operating expenses of the Property for the period from January 1, 2017 through May 25, 2017.

C. The adjustments to the unaudited pro forma consolidated statement of income for the year ended December 31, 2017 are as follows:

1. The figure for the Property represents the estimated revenue adjustment for in-place leases for the period from January 1, 2017 through May 25, 2017.

2. The figure for the Property represents the depreciation of the building (over 39 years) based on the purchase price allocation in accordance with U.S. generally accepted accounting principles, assuming the acquisition of the Property took place on January 1, 2017.

3. The figure for the Property represents the interest expense based on the $80.0 million non-recourse loan secured by the Property at a fixed interest rate of 3.72% per annum, assuming the acquisition of the Property took place on January 1, 2017.

4. The figure for the Property represents the Texas Margin tax expense, which is computed by applying the applicable tax rate (0.75% for Whitestone) to the profit margin, which is determined for Whitestone as total revenue less a 30% standard deduction.

5. The figure for the Property represents the net income attributable to limited partners in the Operating Partnership. As of December 31, 2017, limited partners owned a 2.96% interest in the Operating Partnership. The limited partners' ownership percentage does not reflect the sale by Whitestone of 8,018,500 common shares in April 2017, assuming the sale of the common shares took place on January 1, 2017, as the related impact on ownership percentage is minimal.

6. Pro forma weighted averages reflect the sale by Whitestone of 8,018,500 common shares in April 2017, a portion of the proceeds of which was used to fund a portion of the purchase price of the Property, assuming the sale of the common shares took place on January 1, 2017.