10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
	FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 001-35609
AmREIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland	20-8857707
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
8 Greenway Plaza, Suite 1000	77046
Houston, Texas	(Zip Code)
(Address of Principal Executive Offices)

	(713) 850-1400
(Registrant’s Telephone Number, Including Area Code)
	n/a
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   x YES   o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o YES   x NO

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

Class	Outstanding as of November 13, 2012
Class A Common Stock, $0.01 par value	11,657,563 shares
Class B Common Stock, $0.01 par value	4,465,725 shares

TABLE OF CONTENTS

Item No.		Page
	Definitions	ii
	PART I - Financial Information
1	Financial Statements.	1
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24
3	Quantitative and Qualitative Disclosures About Market Risk.	39
4	Controls and Procedures.	39
	PART II - Other Information
1	Legal Proceedings.	39
1A	Risk Factors.	39
2	Unregistered Sales of Equity Securities and Use of Proceeds.	40
3	Defaults Upon Senior Securities.	40
4	Mine Safety Disclosures.	40
5	Other Information.	40
6	Exhibits.	40
	Signatures.	41
	Exhibit Index.	42

i

DEFINITIONS

          As used in this Quarterly Report, the following abbreviations and terms have the meanings as listed below. Additionally, the terms “AmREIT,” “we,” “us” and “our” refer to AmREIT, Inc., its predecessors and consolidated subsidiaries, unless the context clearly indicates otherwise.

ABBREVIATION	DEFINITION
2012 Offering	Our underwritten public offering in which we sold 3,650,000 shares of Class B common stock on August 1, 2012 and 503,226 shares of Class B common stock pursuant to exercise of an over-allotment option by the underwriters on August 24, 2012.
$25.0 million Facility	Our $25.0 million secured revolving credit facility as specified in our Credit Agreement with Amegy Mortgage Capital, dated December 23, 2009 and repaid in full on August 1, 2012.
$75.0 million Facility	Our $75.0 million unsecured revolving credit facility as specified in our Revolving Credit Agreement with PNC Capital Markets, LLC, as sole lead arranger and sole bookrunner, dated August 3, 2012.
Advised Funds	Collectively, our varying minority ownership interests in four high net worth investment funds, one institutional joint venture with J.P. Morgan Investment Management, one institutional joint venture with AEW Capital and one joint venture with two of our high net worth investment funds, MIG III and MIG IV.
AIGF	AmREIT Income and Growth Fund, Ltd.
AmREIT	AmREIT, Inc.
ARIC	AmREIT Realty Investment Corporation, a taxable REIT subsidiary, and its consolidated subsidiaries.
Class A common stock	Shares of our Class A common stock, par value $0.01 per share, which were previously designated “common stock,” and which are not currently listed on a national securities exchange.
Class B common stock	Shares of our Class B common stock, par value $0.01 per share, a new class of common stock created in connection with our 2012 Offering, which is listed on the NYSE under the symbol “AMRE.”
EPS	Earnings per share.
Exchange Act	Securities Exchange Act of 1934, as amended.
FFO	Funds from operations, as defined by NAREIT, which includes net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and impairments on properties held for investment, plus real estate related depreciation and amortization, and after adjustments for depreciation recorded by our Advised Funds.
GAAP	U.S. generally accepted accounting principles.
GLA	Gross leasable area.
LIBOR	London Interbank Offered Rate.
MIG	AmREIT Monthly Income and Growth Fund, Ltd.
MIG II	AmREIT Monthly Income and Growth Fund II, Ltd.
MIG III	AmREIT Monthly Income and Growth Fund III, Ltd.
MIG IV	AmREIT Monthly Income and Growth Fund IV, L.P.

ii

MIGC	AmREIT Monthly Income and Growth Corporation, general partner of MIG.
MIGC II	AmREIT Monthly Income and Growth II Corporation, general partner of MIG II.
MIGC III	AmREIT Monthly Income and Growth III Corporation, general partner of MIG III.
MIGC IV	AmREIT Monthly Income and Growth IV Corporation, general partner of MIG IV.
NAREIT	National Association of Real Estate Investment Trusts.
NOI	Net operating income, defined as operating revenues (rental income, tenant recovery income, percentage rent, excluding straight-line rental income and amortization of acquired above- and below-market rents) less property operating expenses (real estate tax expense and property operating expense, excluding straight-line rent bad debt expense).
NYSE	New York Stock Exchange.
OCI	Other comprehensive income.
Quarterly Report	Quarterly Report on Form 10-Q filed with the SEC for the three and nine months ended September 30, 2012.
REIT	Real estate investment trust.
SEC	Securities and Exchange Commission.
SDAT	State Department of Assessments and Taxation of Maryland.
Securities Act	Securities Act of 1933, as amended.

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

AmREIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	September 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Real estate investments at cost:
Land	$	138,404		$	138,404
Buildings		172,699			172,146
Tenant improvements		16,136			14,483
		327,239			325,033
Less accumulated depreciation and amortization		(38,068	)		(33,865	)
		289,171			291,168
Acquired lease intangibles, net		8,437			10,139
Investments in Advised Funds		8,062			8,322
Net real estate investments		305,670			309,629
Cash and cash equivalents		12,324			1,050
Tenant and accounts receivable, net		4,222			4,340
Accounts receivable - related party, net		1,054			645
Notes receivable, net		2,634			3,412
Notes receivable - related party, net		7,391			6,513
Deferred costs, net		3,449			2,887
Other assets		2,726			2,134
TOTAL ASSETS	$	339,470		$	330,610
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Notes payable	$	161,995		$	201,658
Accounts payable and other liabilities		7,689			8,007
Acquired below-market lease intangibles, net		1,800			2,021
TOTAL LIABILITIES		171,484			211,686
Stockholders’ equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued		—			—
Class A common stock, $0.01 par value, 100,000,000 shares authorized, 11,657,563 and 11,598,959 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively		117			116
Class B common stock, $0.01 par value, 900,000,000 shares authorized, 4,465,725 and 0 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively		45			—
Capital in excess of par value		245,184			192,005
Accumulated distributions in excess of earnings		(77,360	)		(73,197	)
TOTAL STOCKHOLDERS’ EQUITY		167,986			118,924
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	339,470		$	330,610

See Notes to Consolidated Financial Statements

1

AmREIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Revenues:
Rental income from operating leases	$	9,070		$	8,814		$	26,975		$	24,110
Advisory services income - related party		957			818			2,973			2,931
Lease termination fee income		—			—			—			109
Total revenues		10,027			9,632			29,948			27,150
Expenses:
General and administrative		1,764			1,485			4,806			4,195
Property expense		2,380			2,236			6,792			5,913
Legal and professional		227			266			677			788
Real estate commissions		129			106			268			292
Acquisition costs		—			107			—			222
Depreciation and amortization		2,216			2,122			6,563			6,071
Impairment recovery - notes receivable		(214	)		—			(443	)		—
Total expenses		6,502			6,322			18,663			17,481
Operating income		3,525			3,310			11,285			9,669
Other income (expense):
Interest and other income		125			126			362			383
Interest and other income - related party		236			123			393			184
Loss from Advised Funds		(26	)		(74	)		(128	)		(324	)
State income taxes		(74	)		(134	)		(194	)		(188	)
Interest expense		(2,763	)		(2,648	)		(7,992	)		(7,266	)
Income from continuing operations		1,023			703			3,726			2,458
Income (loss) from discontinued operations, net of taxes		—			(2	)		—			145
Gain on sale of real estate acquired for resale, net of taxes		—			417			—			417
Income from discontinued operations		—			415			—			562
Net income	$	1,023		$	1,118		$	3,726		$	3,020
Net income per share of common stock - basic and diluted
Income before discontinued operations	$	0.07		$	0.06		$	0.29		$	0.21
Income from discontinued operations	$	—		$	0.04		$	—		$	0.05
Net income	$	0.07		$	0.10		$	0.29		$	0.26
Weighted average shares of common stock used to compute net income per share, basic and diluted		14,051			11,393			12,294			11,381
Distributions per share of common stock	$	0.20		$	0.20		$	0.60		$	0.60

See Notes to Consolidated Financial Statements.

2

AmREIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the nine months ended September 30, 2012
(in thousands)
(unaudited)

	Class A Common Stock		Class B Common Stock		Capital in excess of par value			Accumulated distributions in excess of earnings			Total
Balance at December 31, 2011	$	116	$	—	$	192,005		$	(73,197	)	$	118,924
Net income		—		—		—			3,726			3,726
Deferred compensation		—		—		(5,299	)		—			(5,299	)
Issuance of shares of common stock for deferred compensation		1		3		5,295			—			5,299
Issuance of shares of Class B common stock		—		42		52,694			—			52,736
Amortization of deferred compensation		—		—		555			—			555
Retirement of shares of Class A common stock		—		—		(66	)		—			(66	)
Distributions		—		—		—			(7,889	)		(7,889	)
Balance at September 30, 2012	$	117	$	45	$	245,184		$	(77,360	)	$	167,986

See Notes to Consolidated Financial Statements.

3

AmREIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

	Nine months ended September 30,
	2012			2011
Cash flows from operating activities:
Net income	$	3,726		$	3,020
Adjustments to reconcile net income to net cash provided by operating activities:
Proceeds from sale of real estate acquired for resale		—			2,417
Gain on sale of real estate acquired for resale		—			(417	)
Impairment (recovery) - notes receivable		(443	)		—
Bad debt expense (recoveries)		92			(336	)
Loss from Advised Funds		128			324
Cash receipts for related party fees		46			6
Depreciation and amortization		6,980			6,313
Amortization of deferred compensation		555			418
Decrease (increase) in tenant and accounts receivable		(82	)		1,517
Increase in accounts receivable - related party		(1,801	)		(225	)
Increase in other assets		(665	)		(1,558	)
Increase (decrease) in accounts payable and other liabilities		(657	)		1,093
Net cash provided by operating activities		7,879			12,572
Cash flows from investing activities:
Improvements to real estate, including leasing costs		(3,161	)		(1,588	)
Net cash paid for acquisition of investment properties		—			(21,594	)
Additions to furniture, fixtures and equipment		(17	)		(42	)
Notes receivable collections		1,115			—
Investments in and advances to Advised Funds		(1,420	)		(1,366	)
Distributions and payments from Advised Funds		2,234			1,016
Cash received from qualified intermediary		—			9,370
Net cash used in investing activities		(1,249	)		(14,204	)
Cash flows from financing activities:
Proceeds from notes payable		25,600			31,225
Payments of notes payable		(65,170	)		(21,937	)
Payments for financing costs		(981	)		(37	)
Issuance of shares of class B common stock		58,146			—
Issuance costs		(4,996	)		—
Retirement of shares of class A common stock		(66	)		—
Common dividends paid		(7,889	)		(6,958	)
Net cash provided by financing activities		4,644			2,293
Net increase in cash and cash equivalents		11,274			661
Cash and cash equivalents, beginning of period		1,050			655
Cash and cash equivalents, end of period	$	12,324		$	1,316
Supplemental schedule of cash flow information:
Cash paid during the year for:
Interest	$	7,604		$	6,715
Taxes	$	251		$	562
Deferred compensation recorded upon issuance of restricted shares of common stock	$	5,299		$	762
Reclassification of tenant and accounts receivable to notes receivable	$	136		$	—
Reclassification of accounts receivable - related party to notes receivable - related party	$	1,392		$	—
Assumption of debt associated with the acquisition of The Market at Lake Houston	$	—		$	15,675
Stock issuance costs included in accounts payable	$	414		$	—

See Notes to Consolidated Financial Statements.

4

AmREIT, Inc. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
(unaudited)

1. OUR BUSINESS AND OUR RECENT HISTORY

Our Business

          We are a full service, vertically integrated and self-administered REIT that owns, operates, acquires and selectively develops and redevelops primarily neighborhood and community shopping centers located in high-traffic, densely populated, affluent areas with high barriers to entry. We seek to own properties in major cities in the United States that contain submarkets with characteristics comparable to our existing markets. Our shopping centers are often anchored by strong national and local retailers, including supermarket chains, drug stores and other necessity-based retailers. Our remaining tenants consist primarily of specialty retailers and national and local restaurants. Over our 28-year history, we have acquired, owned and operated retail properties across 19 states. We have elected to be taxed as a REIT for federal income tax purposes.

          Our investment focus is predominantly concentrated in the affluent, high-growth submarkets of Houston, Dallas, San Antonio, Austin and Atlanta (collectively, our core markets), which represent five of the top population and job growth markets in the United States. We believe these metropolitan areas are compelling real estate markets given their favorable demographics, robust job growth and large and diverse economies. The primary economic drivers in these markets are transport and utilities (including energy), government (including defense), education and healthcare, professional and business services, and leisure and hospitality. We intend to continue to acquire additional properties within our core markets. Our targeted properties will include premier retail frontage locations in high-traffic, highly populated, affluent areas with high barriers to entry.

          As of September 30, 2012, our portfolio consisted of 29 wholly-owned properties with approximately 1.2 million square feet of GLA. In addition to our portfolio, we have an advisory services business that provides a full suite of real estate services to the properties within our wholly-owned portfolio as well as to seven real estate funds in which we have varying ownership interests and that we manage on behalf of institutional and individual high-net-worth investors, which we collectively refer to as our Advised Funds. The investment strategy of the Advised Funds is focused upon the development and re-development of retail and mixed-use properties situated on premium-quality locations. As of September 30, 2012, our Advised Funds held all or a portion of ownership in 17 properties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

          The accompanying consolidated financial statements included in this Quarterly Report as of and for the three and nine months ended September 30, 2012 and 2011, have been prepared pursuant to the rules and regulations of the SEC and are unaudited. In our opinion, the accompanying consolidated financial statements contain all normal and recurring items and adjustments necessary for their fair presentation. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from these statements pursuant to the SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.

          Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. The consolidated financial statements include our accounts as well as the accounts of any subsidiaries in which we have a controlling financial interest. Investments in joint ventures and partnerships, where we have the ability to exercise significant influence but do not exercise financial and operating control, are accounted for using the equity method. The significant accounting policies of our non-consolidated entities are consistent with those of our subsidiaries in which we have a controlling financial interest. As of September 30, 2012, we did not have any interests in variable interest entities. All significant inter-company accounts and transactions have been eliminated through consolidation.

5

Use of Estimates

          The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

          We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks and money market funds.

Financial Instruments

          Our consolidated financial instruments consist of cash and cash equivalents, tenant and accounts receivable, accounts receivable – related party, notes receivable, notes receivable – related party, notes payable and accounts payable and other liabilities. Except for the notes payable, the carrying values are representative of the fair values due to the short term nature of the instruments and/or due to recent impairments. Our notes payable consist of both variable-rate and fixed-rate notes. The fair value of the variable-rate notes and revolving line of credit approximate their carrying values. See Note 7 for further discussion of the fair value of our notes payable.

Revenue Recognition

          Rental income from operating leases – We lease space to tenants under agreements with varying terms. Our leases are accounted for as operating leases, and, although certain leases of the properties provide for tenant occupancy during periods for which no rent is due and/or for changes in the minimum lease payments over the terms of the leases, revenue is recognized on a straight-line basis over the terms of the individual leases. Revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, possession or control occurs on the lease commencement date. In all cases, we have determined that we are the owner of any tenant improvements that we fund pursuant to the lease terms. In cases where significant tenant improvements are made prior to lease commencement, the leased asset is considered to be the finished space, and revenue recognition therefore begins when the improvements are substantially complete. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is recognized in the period the related expense is recorded. Additionally, certain of our lease agreements contain provisions that grant additional rents based upon tenants’ sales volumes (contingent or percentage rent). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. During the nine months ended September 30, 2012 and 2011, we recognized percentage rents of $134,000 and $95,000, respectively. Accrued rents are included in tenant and accounts receivable, net.

          Lease termination income – We recognize lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured. Upon early lease termination, we provide for losses related to unrecovered intangibles and other assets. We recognized lease termination fees of $0 and $109,000 during the nine months ended September 30, 2012 and 2011, respectively.

          Advisory services income – related party – We provide various real estate services, including development, construction management, property management, leasing and brokerage. The fees for these services are recognized as services are provided and are generally calculated as a percentage of revenues earned or to be earned or of property cost, as appropriate. We also earn asset management fees from certain of the Advised Funds for facilitating the deployment of capital and for monitoring the real estate investments. Asset management fees are calculated as a percentage of equity under management. See Note 11 for a detail of our advisory services income – related party.

6

Real Estate Investments

          Development Properties – Expenditures related to the development of real estate are capitalized as part of construction in progress, which includes carrying charges, primarily interest, real estate taxes and loan acquisition costs, and direct and indirect development costs related to buildings under construction. The capitalization of such costs ceases at the earlier of one year from the date of completion of major construction or when the property, or any completed portion, becomes available for occupancy. We capitalize costs associated with pending acquisitions of raw land once the acquisition of the property is determined to be probable. We did not capitalize any interest or taxes during the nine months ended September 30, 2012 or 2011.

          Acquired Properties and Acquired Intangibles – We account for operating real estate acquisitions as an acquisition of a business as we believe most operating real estate meets the definition of a “business” under GAAP. Accordingly, we allocate the purchase price of acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values. Identifiable intangibles include amounts allocated to acquired above and below market leases, the value of in-place leases and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include (i) an estimate of carrying costs during the expected lease-up periods, considering market conditions, and (ii) costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to in-place lease value and above and below-market leases are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Below market leases include fixed-rate renewal periods where we believe the renewal is reasonably assured. Premiums or discounts on debt are amortized to interest expense over the remaining term of such debt. Costs related to acquiring operating properties are expensed as incurred.

          Depreciation – Depreciation is computed using the straight-line method over an estimated useful life, generally, 39 to 50 years for buildings, up to 20 years for site improvements and over the term of the lease for tenant improvements. Leasehold estate properties, which are properties where we own the building and improvements and are subject to a ground lease because we do not own the related ground, are amortized over the life of the ground lease.

          Impairment – We review our properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. We determine whether an impairment of value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the property, with the carrying value of the individual property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its fair value. We did not recognize any impairment charges during the nine months ended September 30, 2012 or 2011.

Tenant and Accounts Receivable

          Included in tenant and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of tenant and accounts receivables is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels and current economic trends. Bad debt expenses and any recoveries related to tenant receivables are included in property expense, and bad debt expenses and any related recoveries on other accounts receivable are included in general and administrative expense.

7

          The table below summarizes the activity within our allowance for uncollectible accounts for tenant receivables (in thousands):

	Nine months ended September 30,
	2012			2011
Beginning balance	$	1,780		$	2,068
Additional reserves		380			429
Collections/reversals		(291	)		(694	)
Write-offs		(535	)		(15	)
Ending balance	$	1,334		$	1,788

Notes Receivable

          Included in notes receivable is a $2.5 million note due from the sale of a tract of land adjacent to our Uptown Plaza – Dallas property located outside of downtown Dallas, Texas. The note matured unpaid on December 31, 2010, and we recorded a $1.3 million impairment to reduce the value of the note to the fair value of the underlying collateral. During 2011, we recorded an impairment recovery of $1.1 million to reflect payments received on this note. Also during 2011, we entered into a new agreement with the borrower and extended the note to September 30, 2014. In May 2012, the borrower made a $1.0 million payment, and we recorded an impairment recovery of $229,000. The fair value of the underlying collateral now exceeds the remaining note balance.

          Also included in notes receivable is $146,000 in notes receivable from various tenants. An allowance for the uncollectible portion of notes receivable from tenants is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. As of September 30, 2012 and December 31, 2011, we had an allowance for uncollectible notes receivable from tenants of $54,000 and $29,000, respectively. We recorded bad debt expense related to tenant notes receivable of $28,000 during the nine months ended September 30, 2012 and bad debt recoveries of $71,000 during the nine months ended September 30, 2011.

Notes Receivable – Related Party

          Included in notes receivable – related party are loans made to certain of our affiliated Advised Funds related to the acquisition or development of properties and the deferral of asset management fees. These loans bear interest at LIBOR plus a spread and are due upon demand. The notes are secured by the Advised Funds’ ownership interests in various unencumbered properties. The following is a summary of the notes receivable due from related parties (in thousands):

	September 30, 2012							December 31, 2011
Related Party	Face Amount		Reserve (1)			Carrying Amount		Face Amount		Reserve (1)			Carrying Amount
AIGF	$	—	$	—		$	—	$	2,488	$	(619	)	$	1,869
MIG III		4,510		(356	)		4,154		3,218		(356	)		2,862
MIG IV		3,498		(261	)		3,237		2,026		(244	)		1,782
Total	$	8,008	$	(617	)	$	7,391	$	7,732	$	(1,219	)	$	6,513

(1) A portion of these reserve balances represents the amount by which losses recognized on our equity investment in the entity exceeds our basis in the equity investment. GAAP provides that, to the extent that such an ‘excess loss’ exists and we have made an additional investment in the entity via a loan, that excess loss should be recorded as a reduction in the basis of the loan. Included in the reserve balances for the AIGF, MIG III and MIG IV loans are $0, $356 and $261 for such losses as of September 30, 2012, and $55, $356 and $244 for such losses as of December 31, 2011, respectively. We do not believe that these reserves are indicative of the ultimate collectability of these receivables.

          We recorded a $500,000 impairment on the note from AIGF during 2010. As a result, we ceased recording interest income on the note due from AIGF and, interest accruals were recorded directly to the reserve balance. In August 2012, we received approximately $2.3 million as final payment of the AIGF note receivable and related accrued interest. We recorded $140,000 in interest income and $214,000 in impairment recovery for the three and nine months ended September 30, 2012. The remaining balance, which had previously been reserved, was written off as uncollectible.

8

Offering Costs

          Issuance costs incurred for the purposes of raising capital through the sale of common shares are treated as a reduction of stockholders’ equity. In connection with our 2012 Offering, we incurred underwriting commissions, legal, accounting and other offering-related costs of approximately $5.4 million.

Derivative Financial Instruments

          Our use of derivative financial instruments to date has been limited to the use of interest rate swaps to mitigate our interest rate risk on variable-rate debt and is immaterial to our consolidated financial statements. We do not use derivative financial instruments for trading or speculative purposes. GAAP requires that all derivative instruments, whether designated in hedging relationships or not, be recorded on the balance sheet at their fair value. Gains or losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Changes in fair value of derivatives that qualify as cash flow hedges are recognized in other comprehensive income, or OCI, while the ineffective portion of the derivative’s change in fair value is recognized in the income statement. As the hedge transactions settle, gains and losses associated with the transaction are reclassified out of OCI and into earnings. We assess, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

          During the nine months ended September 30, 2011, we had an interest rate swap with a notional amount of $17 million and a fixed rate of 5.11% hedging our variable-rate loan on our MacArthur Park property. The swap matured on December 1, 2011. We designated this interest rate swap as a cash flow hedge for financial reporting purposes and therefore recorded any changes in its fair value to OCI. The swap settled monthly with an amount paid to or received from our counterparty, which was recorded as an adjustment to interest expense. During the nine months ended September 30, 2011, we paid $298,000 related to this swap, which is included in interest expense. We do not have any derivative financial instruments as of September 30, 2012.

Subsequent Events

          Except as otherwise disclosed in Note 4 of this Quarterly Report, we did not have any material subsequent events as of the date of this filing that impacted our consolidated financial statements.

3. 2012 OFFERING

          On July 23, 2012, we amended our charter that (i) renamed all of the issued and unissued shares of our common stock, par value $0.01 per share to “Class A common stock,” (ii) effected a 1-for-2 reverse stock split of our Class A common stock, and (iii) changed the par value of our Class A common stock to $0.01 per share after the reverse stock split. In addition, we created a new class of common stock, par value $0.01 per share, entitled “Class B common stock.” The rights of the Class A common stockholders did not change with the change in the title of the class. See Note 10 for further discussion of the rights of our Class A and Class B common stock. All Class A share amounts and related per share data included in the consolidated financial statements and related footnotes have been presented to reflect the reverse stock split.

          On August 1, 2012, we completed the sale of 3,650,000 shares of our Class B common stock in our 2012 Offering. In connection with our 2012 Offering, we simultaneously listed our Class B common stock on the NYSE under the symbol “AMRE.” We received net proceeds of approximately $46.3 million, which were used to repay $45.3 million of mortgage debt, including the $25.0 million Facility. See Note 8 for a further discussion of our notes payable. In addition, we issued 312,499 shares of restricted Class B common stock to our officers and directors in connection with our 2012 Offering that will vest over a ten-year period. On August 24, 2012, we sold an additional 503,226 shares of our Class B common stock to our underwriters at the offering price pursuant to the exercise of the underwriters’ over-allotment option. We received net proceeds of approximately $6.5 million from the sale of the additional shares.

9

          As of September 30, 2012, we had a total of 16,123,288 shares of common stock outstanding as follows:

Shares of Class A common stock (adjusted for the one-for-two reverse stock split)	11,657,563
Shares of Class B common stock issued in connection with our 2012 Offering	3,650,000
Shares of restricted Class B common stock issued to officers and directors in connection with our 2012 Offering	312,499
Shares of Class B common stock issued pursuant to exercise of the underwriters over-allotment option	503,226
Total shares of common stock outstanding subsequent to our 2012 Offering	16,123,288

4. REAL ESTATE ACQUISITIONS, DISPOSITIONS AND DISCONTINUED OPERATIONS

Acquisitions

          Preston & Royal Village – We entered into a purchase and sale agreement on October 12, 2012 with Preston Royal Realty Company to purchase Preston Royal Village Shopping Center, a retail shopping center containing approximately 230,000 square feet of gross leasable area located in Dallas, TX, for a purchase price of $62.0 million, exclusive of closing costs. The property, originally built in 1958, is comprised of a fee simple interest in the northwest corner portion and a ground leasehold interest in the northeast corner portion, with 27 years remaining on the ground lease. The property is currently 97.3% leased with major tenants including Tom Thumb, Barnes & Noble and Chico’s. We intend to fund the purchase price through a combination of cash on hand, draws on our $75.0 million Facility and, potentially, mortgage financing on the property. Pursuant to the purchase and sale agreement, we have earnest money of $1.25 million on deposit with the seller which will be applied towards the purchase price on the date of closing. During the inspection period, we had the right to terminate the agreement for any reason and receive a full refund of the earnest money. The inspection period expired on November 7, 2012. While no assurances can be made at this time, we expect the transaction to close in December 2012.

          The Market at Lake Houston – On February 25, 2011, we completed the acquisition of The Market at Lake Houston, a 101,791 square foot grocery-anchored neighborhood shopping center situated on 13.86 acres in Atascocita, Texas, a northern suburb of Houston. The property was completed in 2002 and was 100% leased on the acquisition date. The anchor tenant is H-E-B, a regional supermarket, and other major tenants include Five Guys Burgers, Payless ShoeSource and Subway. We acquired the property for $20.1 million, of which $4.4 million was paid using cash on deposit with a qualified intermediary. The balance was paid through our assumption of $15.7 million of mortgage debt. The property was owned by two of our Advised Funds, and we completed the acquisition pursuant to an independent appraisal process.

          Brookwood Village – On May 10, 2011, we completed the acquisition of Brookwood Village, a 28,774 square foot pharmacy-anchored, neighborhood shopping center located in the Buckhead District of Atlanta, Georgia. The property was renovated in 2000 and was 96% leased on the acquisition date. The anchor tenant is CVS/pharmacy and other tenants include Sprint, FedEx/Kinko’s and Subway. We acquired the property for $10.6 million in cash using proceeds from the $25.0 million Facility.

          Alpharetta Commons – On July 29, 2011, we completed the acquisition of Alpharetta Commons, a 94,544 square foot grocery-anchored neighborhood shopping center located in the Alpharetta submarket of Atlanta, Georgia. The property was built in 1997 and was 100% leased on the acquisition date. The anchor tenant is Publix, a regional supermarket, with the remaining tenants comprised primarily of local and regional convenience retailers. We acquired the property for $18.8 million using cash on hand, $5.4 million from borrowings on our $25.0 million Facility and a mortgage loan of $12.5 million.

Pro Forma Results of Acquisitions

          Included in our consolidated statements of operations for the three months ended September 30, 2011 are revenues of $325,000 and net loss of $98,000 related to the operations of Alpharetta Commons beginning on the date of acquisition. Included in our consolidated statements of operations for the nine months ended September 30, 2011 are revenues of $2.0 million and net loss of $568,000 related to the operations of The Market at Lake Houston, Brookwood Village and Alpharetta Commons beginning on the respective dates of acquisition.

10

          The table below presents our pro forma results of operations for the three and nine months ended September 30, 2011, assuming that we acquired The Market at Lake Houston, Brookwood Village and Alpharetta Commons on January 1, 2011 (in thousands):

			Pro forma adjustments to historical results
	Historical results		Market at Lake Houston			Brookwood Village			Alpharetta Commons			Pro forma results
Three months ended September 30, 2011
Total revenues	$	9,632	$	—		$	—		$	163		$	9,795
Net income available to stockholders	$	1,118	$	—		$	—		$	4		$	1,122
Nine months ended September 30, 2011
Total revenues	$	27,150	$	315		$	350		$	917		$	28,732
Net income available to stockholders	$	3,020	$	(66	)	$	(23	)	$	(206	)	$	2,725

Dispositions and Discontinued Operations

          Our properties generally have operations and cash flows that can be clearly distinguished from the rest of our company. The operations and gains on sales reported in discontinued operations include those properties that have been sold and for which operations and cash flows have been clearly distinguished. The operations of these properties have been eliminated from ongoing operations, and we will not have continuing involvement after disposition. Prior period operating activity related to such properties and business has been reclassified as discontinued operations in the accompanying statements of operations.

          We did not dispose of any of our properties during the nine months ended September 30, 2012. During 2011, we sold two non-core, single-tenant properties to a third party. The following table is a summary of our discontinued operations for the three and nine months ended September 30, 2012, and 2011 (in thousands, except for per share data):

	Three months ended September 30,					Nine months ended September 30,
	2012		2011			2012		2011
Revenues:
Rental income from operating leases	$	—	$	4		$	—	$	201
Total revenues		—		4			—		201
Expenses:
General and administrative		—		(3	)		—		(3	)
Property expense		—		1			—		2
Legal and professional		—		8			—		43
Depreciation and amortization		—		—			—		13
Total expenses		—		6			—		55
Operating income		—		(2	)		—		146
Other income (expense):
Interest and other income		—		—			—		4
State income taxes		—		—			—		(5	)
Income (loss) from discontinued operations, net of taxes	$	—	$	(2	)	$	—	$	145
Gain on sale of real estate acquired for resale, net of taxes		—		417			—		417
Income from discontinued operations	$	—	$	415		$	—	$	562
Basic and diluted income from discontinued operations per share	$	—	$	0.04		$	—	$	0.05

11

5. INVESTMENTS IN ADVISED FUNDS

          As of September 30, 2012, our Advised Funds included four high net worth investment funds, one institutional joint venture with J.P. Morgan Investment Management, one institutional joint venture with AEW Capital and one joint venture with two of our high net worth investment funds, MIG III and MIG IV. Our Advised Funds are accounted for under the equity method as we exercise significant influence over, but do not control, the investee. We record our pro rata share of income or loss from the underlying entities based on our ownership interest.

High Net Worth Investment Funds

          In August 2012, AIGF, one of our high net worth investment funds, sold its remaining real estate asset, and the fund was liquidated. We received approximately $2.3 million as final payment of AIGF’s note receivable and related accrued interest. See also “Notes Receivable – Related Party” in Note 2 above.

          Our remaining four high net worth investment funds are limited partnerships, wherein each of the unrelated limited partners have the right, with or without cause, to remove and replace the general partner by a vote of the unrelated limited partners owning a majority of the outstanding units. These high net worth investment funds were formed to develop, own, manage and add value to properties with an average holding period of two to four years. Our interests in these limited partnerships range from 2.1% to 3.0%. As a sponsor of our Advised Funds, we maintain a 1% general partner interest in each of the Advised Funds. The funds are typically structured such that the limited partners receive 99% of the available cash flow until 100% of their original invested capital has been returned and a preferred return has been met. Once the preferred return has been met, the general partner begins sharing in the available cash flow at various promoted levels.

          MIG – MIGC, our wholly-owned subsidiary, invested $200,000 as a limited partner and $1,000 as a general partner in MIG. We currently own a 1.4% limited partner interest in MIG. MIG was originally scheduled to begin liquidation in November 2009; however, the liquidation commencement date has been extended to March 2013, pursuant to the approval of a majority of the limited partners. Pursuant to the MIG limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC as, if and when the annual return thresholds have been achieved by the limited partners.

          MIG II – MIGC II, our wholly-owned subsidiary, invested $400,000 as a limited partner and $1,000 as a general partner in MIG II. We currently own a 1.6% limited partner interest in MIG II. MIG II was originally scheduled to begin liquidation in March 2011; however, the liquidation commencement date has been extended to March 2013, pursuant to the approval of a majority of the limited partners. Pursuant to the MIG II limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC II as, if and when the annual return thresholds have been achieved by the limited partners.

          MIG III – MIGC III, our wholly-owned subsidiary, invested $800,000 as a limited partner and $1,000 as a general partner in MIG III. We currently own a 1.1% limited partner interest in MIG III. Once the liquidation commencement begins, we, as general partner, will begin to actively market all operating properties, complete all development and redevelop projects and wind up operations in an orderly fashion, which may take months or years to complete. MIG III has a liquidation commencement date of October 31, 2012, and we have initiated a strategic plan to maximize the value of this fund; however, we may seek to retroactively extend the liquidation commencement date, subject to approval by a majority of the limited partners, if attractive market sales opportunities do not materialize over the next few months. Pursuant to the MIG III limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC III as, if and when the annual return thresholds have been achieved by the limited partners.

12

          MIG IV – MIGC IV, our wholly-owned subsidiary, invested $800,000 as a limited partner and $1,000 as a general partner in MIG IV. We currently own a 1.6% limited partner interest in MIG IV. MIG IV is scheduled to commence liquidation in November 2013; however, we may extend the liquidation commencement date, subject to approval by a majority of the limited partners. Once the liquidation commencement begins, we, as general partner, will begin to actively market all operating properties, complete all development and redevelop projects and wind up operations in an orderly fashion, which may take months or years to complete. Pursuant to the MIG IV limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC IV as, if and when the annual return thresholds have been achieved by the limited partners.

          The following table sets forth certain interest and sharing information for the MIG, MIG II, MIG III and MIG IV Advised Funds:

			Sharing Ratios(1)
Advised Fund	LP interest	GP interest	LP	GP	LP Preference
MIG	1.40%	1.00%	99%	1%	8%
			90%	10%	10%
			80%	20%	12%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG II	1.60%	1.00%	99%	1%	8%
			85%	15%	12%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG III	1.10%	1.00%	99%	1%	10%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG IV	1.60%	1.00%	99%	1%	8.50%
			0%	100%	40% Catch Up
			60%	40%	Thereafter

(1) Using MIG as an example of how the sharing ratios and LP preference provisions are applied, the LPs share in 99% of the cash distributions until they receive an 8% preferred return. The LPs share in 90% of the cash distributions until they receive a 10% preferred return and so on.

Joint Ventures

          AmREIT Woodlake, L.P. – In 2007, we invested $3.4 million in AmREIT Woodlake L.P., for a 30% limited partnership interest. AmREIT Woodlake, L.P. was formed in 2007 to acquire, lease and manage Woodlake Square, a grocery-anchored shopping center located in Houston, Texas. In June 2008, we sold two-thirds (a 20% limited partnership interest) of our interest in Woodlake Square to MIG IV. Pursuant to the purchase agreement, the interest in the property was sold at its carrying value, resulting in no gain or loss to us. In July 2010, we and our affiliated partners entered into a joint venture with a third-party institutional partner wherein the partner acquired a 90% interest in the joint venture. As a result of this transaction, we now hold a 1% interest in Woodlake Square, which carries a promoted interest in profits and cash flows once an 11.65% return is met on the project.

          AmREIT Westheimer Gessner, L.P. – In 2007, we invested $3.8 million in AmREIT Westheimer Gessner, LP, for a 30% limited partner interest in the partnership. AmREIT Westheimer Gessner, L.P. was formed in 2007 to acquire, lease and manage the Woodlake Pointe Shopping Center, a shopping center located on the west side of Houston, Texas. In June 2008, we sold two-thirds of our interest (a 20% limited partner interest) in the Woodlake Pointe Shopping Center to MIG IV. Pursuant to the purchase agreement, our interest in the property was sold at its carrying value, resulting in no gain or loss to us. We now hold a 10% interest in the Woodlake Pointe Shopping Center.

          AmREIT SPF Shadow Creek, L.P. – In 2009, we acquired a 10% investment in AmREIT SPF Shadow Creek, L.P., which was formed to acquire, lease and manage Shadow Creek Ranch, a shopping center located in Pearland, Texas. The investment was recorded at $5.8 million on the date of the acquisition, net of acquisition costs of $441,000, which were recorded as an other-than-temporary impairment.

13

6. ACQUIRED LEASE INTANGIBLES

          We identify and record the value of acquired lease intangibles at the property acquisition date. Such intangibles include the value of acquired in-place leases and above and below-market leases. Acquired lease intangibles are amortized over the leases’ remaining terms, which generally range from one month to 25 years. Below market lease amortization includes fixed-rate renewal periods where we believe the tenant is reasonably compelled to renew the lease.

Balance Sheet Presentation

          Total in-place and above and below-market lease amounts and their respective accumulated amortization as of September 30, 2012 and December 31, 2011 are as follows (in thousands):

	September 30, 2012			December 31, 2011
Acquired lease intangible assets:
In-place leases	$	21,807		$	22,720
In-place leases – accumulated amortization		(13,696	)		(12,978	)
Above-market leases		2,184			2,247
Above-market leases – accumulated amortization		(1,858	)		(1,850	)
Acquired leases intangibles, net	$	8,437		$	10,139
Acquired lease intangible liabilities:
Below-market leases	$	4,509		$	4,623
Below-market leases – accumulated amortization		(2,709	)		(2,602	)
Acquired below-market lease intangibles, net	$	1,800		$	2,021

Income Statement Presentation

         The following table details our amortization related to in-place leases and above and below-market leases as well as the presentation of such amounts in our consolidated statements of operations for the three and nine months ended September 30, 2012 and 2011 (in thousands):

	Presentation	2012		2011
Three months ended September 30,
In-place leases	amortization expense	$	565	$	674
Above-market leases	reduction of rental income	$	24	$	49
Below-market leases	increase in rental income	$	72	$	67
Nine months ended September 30,
In-place leases	amortization expense	$	1,631	$	988
Above-market leases	reduction of rental income	$	71	$	60
Below-market leases	increase in rental income	$	221	$	128

14

7. FAIR VALUE MEASUREMENTS

          GAAP emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. GAAP requires the use of observable market data, when available, in making fair value measurements. Observable inputs are inputs that the market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of ours. When market data inputs are unobservable, we utilize inputs that we believe reflect our best estimate of the assumptions market participants would use in pricing the asset or liability. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access.

• Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 – Unobservable inputs for the asset or liability, which are typically based on the company’s own assumptions, as there is little, if any, related market activity.

          The following table presents our assets and liabilities and related valuation inputs within the fair value hierarchy utilized to measure fair value as of September 30, 2012, and December 31, 2011 (in thousands):

September 30, 2012	Level 1		Level 2		Level 3
Fixed-rate notes payable	$	—	$	171,729	$	—

December 31, 2011	Level 1		Level 2		Level 3
Notes receivable	$	—	$	3,288	$	—
Fixed-rate notes payable	$	—	$	150,839	$	—

Notes Receivable

          During 2010, we recorded an impairment of $1.3 million on a $4.6 million note receivable related to the sale of a tract of land adjacent to our Uptown Plaza – Dallas property. During 2011, we recorded an impairment recovery of $1.1 million to reflect payments received on this note. As of December 31, 2011, the fair value of the note was $3.3 million based on an average, per-acre price of vacant tracts of land recently sold near downtown Dallas, Texas. In May 2012, the borrower made a $1.0 million payment, and we recorded an impairment recovery of $229,000. As of September 30, 2012, the fair value of the underlying collateral exceeded the note balance recorded on our balance sheet. We have concluded that our valuation of the seller-financing note as of December 31, 2011 is classified in Level 2 of the fair value hierarchy.

Notes Payable

          Our notes payable consist of both variable-rate and fixed-rate notes; however, our only variable rate debt at September 30, 2012 is the $75.0 million Facility, which has no outstanding balance. Accordingly, its fair value is $0, which is also its carrying value. In determining the fair value of our fixed-rate notes, we determine the appropriate Treasury Bill Rate based on the remaining time to maturity for each of the debt instruments. We then add the appropriate yield spread to the Treasury Bill Rate. The yield spread is a risk premium estimated by investors to account for credit risk involved in debt financing. The spread is typically estimated based on the property type and loan-to-value ratio of the debt instrument. The result is an estimate of the market interest rate a typical investor would expect to receive given the underlying subject asset (property type) and remaining time to maturity. We believe the fair value of our notes payable is classified in Level 2 of the fair value hierarchy. Fixed-rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value at the time of acquisition.

15

8. NOTES PAYABLE

          Our outstanding debt as of September 30, 2012, and December 31, 2011, consisted of the following (in thousands):

	September 30, 2012		December 31, 2011
Fixed-rate mortgage loans	$	161,995	$	141,373
Variable-rate secured line of credit (1)		—		19,345
Variable-rate secured loans		—		40,940
Total	$	161,995	$	201,658

(1) On August 1, 2012, we repaid the $25.0 million Facility with proceeds received from our 2012 Offering, and we subsequently entered into the $75.0 million Facility, $60.0 million of which is available to us based upon the value of our unencumbered asset pool. As of September 30, 2012, we have no borrowings outstanding under the $75.0 million Facility.

          As of September 30, 2012, the $75.0 million Facility was our primary source of additional credit. The $75.0 million Facility has a term of three years and has an accordion feature that may allow us to increase the availability by $75.0 million to $150.0 million provided we are not in default. We expect to use the $75.0 million Facility for general corporate purposes including debt financing, property acquisitions, new construction, renovations, expansions, tenant improvement costs and equity investments.

          The $75.0 million Facility bears interest at LIBOR plus a margin of 205 basis points to 275 basis points, depending on our leverage ratio, and matures in August 2015. The amount available for us to borrow under the $75.0 million Facility at any given time will be subject to the lesser of the unencumbered asset property value at such time, the maximum commitment amount at such time or an amount that results in a debt service coverage ratio for the four preceding calendar quarters of less than 1.50 to 1.0.

          Our ability to borrow under the $75.0 million Facility is subject to our ongoing compliance with a number of customary restrictive covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, a maximum recourse debt ratio, a minimum net worth and maximum dividend payout ratio. We also covenant that certain changes in our executive management team will not occur unless the departing executive management team member is replaced by a party reasonably acceptable to the administrative agent within 90 days of such departure. Additionally, it will constitute an event of default under the $75.0 million Facility if we default on any of our other indebtedness that equals or exceeds $1.0 million, including any indebtedness we have guaranteed.

          In August 2012, we refinanced the debt securing our Uptown Plaza–Dallas property in the amount of $14.0 million. The new loan bears a fixed interest rate of 4.25% and includes monthly payments of principal and interest assuming 30-year amortization period with a final lump sum payment due August 10, 2022.

          In February 2012, we refinanced the mortgage on our Brookwood Village property with a 10-year note that bears interest at 5.4% with monthly payments of principal and interest assuming 30-year amortization period with a final lump sum payment due February10, 2022.

          As of September 30, 2012, the weighted average interest rate on our fixed-rate debt was 5.0%, and the weighted average remaining life of such debt was 4.4 years.

16

9. EARNINGS PER SHARE

          We report both basic and diluted EPS using the two-class method as required under GAAP. The two-class method is an earnings allocation method for computing EPS when an entity’s capital structure includes either two or more classes of common stock or includes common stock and participating securities. The two-class method determines EPS based on distributed earnings (i.e. dividends declared on common stock and any participating securities) and undistributed earnings. Our unvested restricted shares contain rights to receive non-forfeitable dividends and thus are participating securities. Undistributed losses are not allocated to participating securities under the two-class method unless the participating security has a contractual obligation to share in losses on a basis that is objectively determinable. Pursuant to the two-class method, our unvested shares of restricted stock have not been allocated any undistributed losses.

          As further described in Note 3, we completed a one-for-two reverse stock split of our Class A common stock on July 23, 2012 in connection with our 2012 Offering. Accordingly, all Class A share amounts and related per share data, including our EPS data below have been presented to reflect the reverse stock split. The following table provides a reconciliation of net income from continuing operations and the number of shares of common stock used in the computations of basic and diluted EPS under the two-class method (in thousands, except per share amounts):

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Continuing Operations
Income from continuing operations attributable to common stockholders	$	1,023		$	703		$	3,726		$	2,458
Less: Dividends attributable to unvested restricted stockholders		(88	)		(41	)		(178	)		(124	)
Basic and Diluted — Income from continuing operations		935			662			3,548			2,334
Discontinued Operations
Basic and Diluted — Income from discontinued operations		—			415			—			562
Net income attributable to common stockholders after allocation to participating securities	$	935		$	1,077		$	3,548		$	2,896
Number of Shares:
Basic and Diluted — Weighted average shares outstanding(1)		14,051			11,393			12,294			11,381
Basic and Diluted Earnings Per Share
Income from continuing operations attributable to common stockholders	$	0.07		$	0.06		$	0.29		$	0.21
Income from discontinued operations attributable to common stockholders	$	—		$	0.04		$	—		$	0.05
Net income attributable to common stockholders	$	0.07		$	0.10		$	0.29		$	0.26

(1) Weighted average shares outstanding do not include unvested restricted shares totaling 440 and 207 for the three months ended September 30, 2012, and 2011, respectively and 297 and 207 for the nine months ended September 30, 2012 and 2011, respectively.

17

10. STOCKHOLDERS’ EQUITY

Common Stock

          On July 23, 2012, we filed with the SDAT amendments to our charter that (i) renamed all of the issued and unissued shares of our common stock, par value $0.01 per share to “Class A common stock,” (ii) effected a 1-for-2 reverse stock split of our Class A common stock, and (iii) changed the par value of our Class A common stock to $0.01 per share after the reverse stock split. In addition, we filed with the SDAT articles supplementary to our charter that created a new class of common stock, par value $0.01 per share, entitled “Class B common stock.” The rights of the Class A common stockholders did not change with the change in the title of the class. Each share of Class B common stock has the following rights:

• the right to vote together with Class A common stockholders on all matters on which holders of our Class A and Class B common stock are entitled to vote;

• one vote with respect to all matters voted upon by our Class A and Class B common stockholders;

• the right to receive distributions equal to any distributions declared on shares of our Class A common stock; and

• liquidation rights equal to the liquidation rights of each share of Class A common stock.

          Each of the articles of amendment and the articles supplementary were effective upon filing with the SDAT. All Class A share amounts and related per share data included in the consolidated financial statements and related footnotes have been presented to reflect the reverse stock split.

          In accordance with the amendments to our charter on July 23, 2012, we are authorized to issue 1,050,000,000 shares of capital stock consisting of 100,000,000 shares of Class A common stock, par value $0.01 per share, 900,000,000 shares of Class B common stock, par value $0.01 per share and 50,000,000 shares of preferred stock, par value $0.01 per share. As further described in Note 3, we completed the sale of 3,650,000 shares of our Class B common stock on August 1, 2012 in connection with our offering and sold an additional 503,226 shares of Class B common stock on August 24, 2012 pursuant to the exercise of the underwriters’ over-allotment option. In connection with our 2012 Offering, we also issued 312,499 shares of restricted Class B common stock to our officers and directors that will vest over a ten-year period.

          As of September 30, 2012 and December 31, 2011, there were 11,657,563 and 11,598,959 shares of our Class A common stock and 4,465,725 and 0 shares of our Class B common stock issued and outstanding, respectively. Our payment of any future dividends to our common stockholders is dependent upon applicable legal and contractual restrictions, as well as our earnings and financial needs.

Equity Incentive Plan

          Our 1999 Flexible Incentive Plan is designed to attract and retain the services of our directors and employees that we consider essential to our long-term growth and success. As such, it is designed to provide them with the opportunity to own shares of our restricted common stock. All long-term compensation awards are designed to vest over a period of three to ten years and promote retention of our team. Effective July 23, 2012, we amended the 1999 Flexible Incentive Plan to provide that all future awards are in, or related to, shares of our Class B common stock.

Restricted Stock Issuances

          Deferred compensation includes grants of restricted stock to our directors and officers as a form of long-term compensation. The share grants vest over a period of three to ten years. We determine the fair value of the restricted stock as the number of shares awarded multiplied by the fair value per share of our common stock on the grant date. We amortize such fair value ratably over the vesting periods of the respective awards.

          The following table presents restricted share activity during the nine months ended September 30, 2012 and 2011:

	2012					2011
	Non-vested Shares			Weighted average grant date fair value		Non-vested Shares			Weighted average grant date fair value
Beginning of period		207,199		$	17.86		215,588		$	17.56
Granted		376,970			13.91		42,500			17.94
Vested		(41,653	)		16.28		(48,280	)		16.66
Forfeited		—			—		(2,609	)		16.74
End of period		542,516		$	15.24		207,199		$	17.86

18

          The total grant date fair value of shares vested during the nine months ended September 30, 2012 and 2011 was $678,000 and $804,000 respectively. Total compensation cost recognized related to restricted stock during the nine months ended September 30, 2012 and 2011, was $555,000 and $418,000, respectively. As of September 30, 2012, total unrecognized compensation cost related to restricted stock was $7.4 million, and the weighted average period over which we expect this cost to be recognized is 7.0 years.

11. RELATED PARTY TRANSACTIONS

          See Note 5 regarding investments in our Advised Funds, Note 2 regarding notes receivable from affiliates and Note 4 for a discussion of our acquisition of The Market at Lake Houston.

          The table below details our income and administrative cost reimbursements from the Advised Funds for the three and nine months ended September 30, 2012 and 2011 (in thousands):

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Real estate fee income(1)	$	738	$	534	$	2,330	$	1,917
Asset management fee income(2)		155		231		466		833
Construction management fee income(3)		64		53		177		181
Advisory services income - related party	$	957	$	818	$	2,973	$	2,931
Reimbursements of administrative costs	$	231	$	199	$	641	$	555

(1)	We earn real estate fee income by providing property acquisition, leasing and property management services to our Advised Funds. We own 100% of the entities that serve as the general partner for the funds.
(2)	We earn asset management fees from our Advised Funds for providing accounting related and investor relation services, facilitating the deployment of capital and other services provided in conjunction with operating the funds.
(3)	We earn construction management fees by managing construction and tenant build-out projects on behalf of our Advised Funds.

12. CONCENTRATIONS

          As of September 30, 2012, two properties individually accounted for more than 10% of our consolidated total assets – Uptown Park in Houston, Texas and MacArthur Park in Dallas, Texas, which accounted for 18% and 15% of total assets, respectively. Consistent with our strategy of investing in geographic areas that we know well, 19 of our properties are located in the Houston metropolitan area. These Houston properties represent 62.4% and 64.2% of our rental income for the nine months ended September 30, 2012 and 2011, respectively. Houston is Texas’ largest city and the fourth largest city in the United States.

19

          Following are the base revenues generated by our top ten tenants for the three and nine months ended September 30, 2012 and 2011 (in thousands):

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Kroger	$	529	$	529	$	1,587	$	1,587
Landry’s (1)		313		291		944		839
CVS/pharmacy		306		306		917		809
H-E-B		277		277		832		661
Publix(2)		195		—		586		136
Hard Rock Café		124		124		373		373
TGI Friday’s		115		113		340		338
The Container Store(3)		112		—		336		—
Champps Americana		106		106		317		318
Golden Corral		105		105		315		315
	$	2,182	$	1,851	$	6,547	$	5,376

(1)	Includes tenants owned by Landry’s, including Landry’s Seafood House, McCormick & Schmicks, Mortons and The Grotto.
(2)	Publix, a regional grocer, is the anchor tenant at Alpharetta Commons, which was acquired in July 2011.
(3)	Rent commenced on a new lease with The Container Store in Houston, Texas in November 2011.

13. COMMITMENTS AND CONTINGENCIES

          As the owner or operator of real property, we may incur liability based on various property conditions and may be subject to liability for personal injury or property damage sustained as a result. In addition, we are subject to ongoing compliance requirements imposed on us by environmental laws. We are not aware of any environmental matters or liabilities with respect to our properties that would have a material adverse effect on our consolidated financial statements.

          We are involved in various matters of litigation arising in the normal course of business; however, we believe that we maintain sufficient comprehensive, general liability and extended insurance coverage as deemed necessary with respect to our properties. We believe that no estimate of loss or range of loss, if any, can be made at this time for such matters; however, our management, based in part upon consultation with legal counsel, is of the opinion that, when such litigation is resolved, any liability in excess of amounts covered by insurance or already accrued in our consolidated financial statements, if any, will not have a material effect on our consolidated financial statements.

14. SEGMENT REPORTING

          We assess our business based upon the nature of operations. Our reportable segments presented are our portfolio segment and our advisory services segment, which includes our real estate operating and development business and our Advised Funds, which are segments where separate financial information is both available, and revenue and operating performance is evaluated regularly by senior management in deciding how to allocate resources and in assessing performance. However, this operating performance data might not be indicative of what a third party would assess or evaluate for purposes of determining fair value of our segments.

Portfolio Segment

          Our portfolio segment consists of our portfolio of single and multi-tenant shopping center projects. Expenses for this segment include depreciation, interest, minority interest, legal cost directly related to the portfolio of properties and property level expenses. Substantially all of our consolidated assets are in this segment.

20

Advisory Services Segments

          Our advisory services segments consist of our real estate operating and development business as well as our Advised Funds. The real estate operating and development business is a fully integrated and wholly-owned business consisting of brokers and real estate professionals that provide development, acquisition, brokerage, leasing, and asset and property management services to our portfolio and Advised Funds. Our Advised Funds include four high net worth investment funds that have sold limited partnership interests to retail investors to develop, own, manage and add value to properties with an average holding period of two to four years and three joint ventures with institutional investors.

          Segment results for the three and nine months ended September 30, 2012 and 2011, are as follows (in thousands):

				Advisory Services
For the three months ended September 30, 2012	Portfolio			Real Estate Operating and Development			Advised Funds			Total
Rental income from operating leases	$	9,020		$	50		$	—		$	9,070
Advisory services income - related party		—			802			155			957
Total revenue		9,020			852			155			10,027
General and administrative		691			1,043			30			1,764
Property expense		2,370			10			—			2,380
Legal and professional		198			27			2			227
Real estate commissions		—			129			—			129
Depreciation and amortization		2,210			6			—			2,216
Impairment recovery - notes receivable		(214	)		—			—			(214	)
Total expenses		5,255			1,215			32			6,502
Interest expense		(2,763	)		—			—			(2,763	)
Other income/(expense)		287			—			(26	)		261
Income (loss) from continuing operations	$	1,289		$	(363	)	$	97		$	1,023

21

				Advisory Services
For the three months ended September 30, 2011	Portfolio			Real Estate Operating and Development			Advised Funds			Total
Rental income from operating leases	$	8,760		$	54		$	—		$	8,814
Advisory services income - related party		—			587			231			818
Total revenue		8,760			641			231			9,632
General and administrative		554			902			29			1,485
Property expense		2,221			15			—			2,236
Legal and professional		247			17			2			266
Real estate commissions		—			106			—			106
Acquisition costs		107			—			—			107
Depreciation and amortization		2,116			6			—			2,122
Total expenses		5,245			1,046			31			6,322
Interest expense		(2,648	)		—			—			(2,648	)
Other income/(expense)		125			3			(87	)		41
Income (loss) from continuing operations	$	992		$	(402	)	$	113		$	703

				Advisory Services
For the nine months ended September 30, 2012	Portfolio			Real Estate Operating and Development			Advised Funds			Total
Rental income from operating leases	$	26,826		$	149		$	—		$	26,975
Advisory services income - related party		—			2,507			466			2,973
Total revenue		26,826			2,656			466			29,948
General and administrative		1,640			3,085			81			4,806
Property expense		6,771			21			—			6,792
Legal and professional		608			66			3			677
Real estate commissions		—			268			—			268
Depreciation and amortization		6,545			18			—			6,563
Impairment recovery - notes receivable		(443	)		—			—			(443	)
Total expenses		15,121			3,458			84			18,663
Interest expense		(7,992	)		—			—			(7,992	)
Other income/(expense)		559			2			(128	)		433
Income (loss) from continuing operations	$	4,272		$	(800	)	$	254		$	3,726

22

				Advisory Services
For the nine months ended September 30, 2011	Portfolio			Real Estate Operating and Development			Advised Funds			Total
Rental income from operating leases	$	23,958		$	152		$	—		$	24,110
Advisory services income - related party		—			2,098			833			2,931
Lease termination fee income		109			—			—			109
Total revenue		24,067			2,250			833			27,150
General and administrative		1,482			2,622			91			4,195
Property expense		5,873			40			—			5,913
Legal and professional		736			49			3			788
Real estate commissions		—			292			—			292
Acquisition costs		222			—			—			222
Depreciation and amortization		6,053			18			—			6,071
Total expenses		14,366			3,021			94			17,481
Interest expense		(7,266	)		—			—			(7,266	)
Other income/(expense)		369			10			(324	)		55
Income (loss) from continuing operations	$	2,804		$	(761	)	$	415		$	2,458

23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

          References to “we,” “us,” “our” and “the company” refer to AmREIT, Inc. and our consolidated subsidiaries, except where the context otherwise requires.

FORWARD-LOOKING STATEMENTS

          Certain information presented in this Quarterly Report constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act of 1934. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our business, financial condition, liquidity, results of operations, FFO and prospects could differ materially from those set forth in the forward-looking statements. Certain factors that might cause such a material difference include the following: changes in general economic conditions, changes in real estate market conditions in general and within our specific submarkets, continued availability of proceeds from our debt or equity capital, our ability to locate suitable tenants for our properties, the ability of tenants to make payments under their respective leases, the timing of acquisitions, development starts and sales of properties, the ability to meet development schedules and other risks, uncertainties and assumptions. Any forward-looking statement speaks only as of the date of this Quarterly Report, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

          The following discussion should be read in conjunction with our accompanying consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report, as well as our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011. Historical results and trends that appear are not necessarily indicative of future operations.

EXECUTIVE OVERVIEW

Our Company

          We are a full service, vertically integrated and self-administered REIT that owns, operates, acquires and selectively develops and redevelops primarily neighborhood and community shopping centers located in high-traffic, densely populated, affluent areas with high barriers to entry. We seek to own properties in major cities in the United States that contain submarkets with characteristics comparable to our existing markets. Our shopping centers are often anchored by strong national and local retailers, including supermarket chains, drug stores and other necessity-based retailers. Our remaining tenants consist primarily of specialty retailers and local restaurants. Over our 28-year history, we have acquired, owned and operated retail properties across 19 states. We have elected to be taxed as a REIT for federal income tax purposes.

          Our investment focus is predominantly concentrated in the affluent, high-growth submarkets of Houston, Dallas, San Antonio, Austin and Atlanta (collectively, our core markets), which represent five of the top population and job growth markets in the United States. We believe these metropolitan areas are compelling real estate markets given their favorable demographics, robust job growth and large and diverse economies. The primary economic drivers in these markets are transport and utilities (including energy), government (including defense), education and healthcare, professional and business services, and leisure and hospitality. We intend to continue to acquire additional properties within our core markets. We generally seek to invest in properties that possess the following attributes, which we refer to collectively as our “5Ds”:

• Demographic purchasing power – average household incomes within a one-mile radius of $100,000 or more, resulting in an affluent population with substantial disposable income;

24

• Density of population – 45,000 or more households within a three-mile radius and additional retail drivers, such as favorable daytime employment population, tourism and regional draws;

• Demand for retail space – limited nearby retail properties or land available for the development of new retail properties, providing for favorable retail per capita figures as compared to the national and metropolitan statistical area averages;

• Desirability of physical layout – physical attributes that provide the best opportunity for our tenants to attract and serve their target customers; and

• Demarcation advantage – site-specific factors that influence traffic to our properties and require analysis beyond the raw demographic data.

Our Portfolio

          As of September 30, 2012, our portfolio consisted of 29 wholly-owned properties with approximately 1.2 million square feet of GLA, which were 96.8% leased and occupied with a weighted average remaining lease term of 5.3 years. Our neighborhood and community shopping centers accounted for 89.1% of our GLA and 90.9% of our annualized base rent as of September 30, 2012. Our single-tenant retail properties comprised 10.9% of our GLA and 9.1% of our annualized base rent.

          In connection with executing our investment strategy, we entered into a purchase and sale agreement on October 12, 2012 with Preston Royal Realty Company to purchase Preston Royal Village Shopping Center, a retail shopping center containing approximately 230,000 square feet of gross leasable area located in Dallas, TX, for a purchase price of $62.0 million, exclusive of closing costs. The property, originally built in 1958, is comprised of a fee simple interest in the northwest corner portion and a ground leasehold interest in the northeast corner portion, with 27 years remaining on the ground lease. The property is currently 97.3% leased with major tenants including Tom Thumb, Barnes & Noble and Chico’s. See also Note 4 to the Notes to Consolidated Financial Statements. While no assurances can be made at this time, we expect the transaction to close in December 2012.

Our 2012 Offering

          On July 23, 2012, we filed with the SDAT amendments to our charter that (i) renamed all of the issued and unissued shares of our common stock, par value $0.01 per share to “Class A common stock,” (ii) effected a 1-for-2 reverse stock split of our Class A common stock, and (iii) changed the par value of our Class A common stock to $0.01 per share after the reverse stock split. In addition, we filed with the SDAT articles supplementary to our charter that created a new class of common stock, par value $0.01 per share, entitled “Class B common stock.” The rights of the Class A common stockholders did not change with the change in the title of the class. Each share of Class B common stock has the following rights:

• the right to vote together with Class A common stockholders on all matters on which holders of our Class A and Class B common stock are entitled to vote;

• one vote with respect to all matters voted upon by our Class A and Class B common stockholders;

• the right to receive distributions equal to any distributions declared on shares of our Class A common stock; and

• liquidation rights equal to the liquidation rights of each share of Class A common stock.

          Each of the articles of amendment and the articles supplementary were effective upon filing with the SDAT. All Class A share amounts and related per share data included in the consolidated financial statements and related footnotes have been presented to reflect the reverse stock split.

          On August 1, 2012, we completed the sale of 3,650,000 shares of our Class B common stock in our 2012 Offering. In connection with our 2012 Offering, we simultaneously listed our Class B common stock on the NYSE under the symbol “AMRE.” We received net proceeds of approximately $46.3 million, which were used to repay $45.3 million of mortgage debt, including the $25.0 million Facility. In addition, we issued 312,499 shares of restricted Class B common stock to our officers and directors in connection with our 2012 Offering that will vest over a ten-year period. On August 24, 2012, we sold an additional 503,226 shares of our Class B common stock to our underwriters at the offering price pursuant to the exercise of the underwriters’ over-allotment option. We received net proceeds of approximately $6.5 million from the sale of the additional shares.

25

          As of September 30, 2012, we had a total of 16,123,288 shares of Class A and Class B common stock outstanding as follows:

Shares of Class A common stock (adjusted for the one-for-two reverse stock split)	11,657,563
Shares of Class B common stock issued in connection with our 2012 Offering	3,650,000
Shares of restricted Class B common stock issued to officers and directors in connection with our 2012 Offering	312,499
Shares of Class B common stock issued pursuant to exercise of the underwriters over-allotment option	503,226
Total shares of common stock outstanding subsequent to our 2012 Offering	16,123,288

Our Advisory Services

          Advised Funds – As of September 30, 2012, our Advised Funds included four high net worth investment funds, one institutional joint venture with J.P. Morgan Investment Management, one institutional joint venture with AEW Capital and one joint venture with two of our high net worth investment funds, MIG III and MIG IV. We have formed, invested in and managed 20 advised funds over the past 28 years.

          In August 2012, AIGF, one of our high net worth investment funds, sold its remaining real estate asset, and the fund was liquidated. As the sole owner of the general partner of each of the remaining four high net worth investment funds, and as the exclusive operator of each of the properties owned in whole or in part by the Advised Funds, we believe that our Advised Funds provide us with a pipeline of acquisition opportunities in our core markets. If these properties meet our investment criteria, we may acquire these assets (i) from our high net worth investment funds based on fair market value as determined by an independent appraisal process and (ii) from our institutional joint venture partners pursuant to contractual buy-sell rights or rights of first offer, as applicable. As of the date of this Quarterly Report, our Advised Funds held all or a portion of the ownership interests in 17 properties with approximately 2.2 million square feet of GLA and an undepreciated book value of $452 million.

          Real Estate Operating and Development Business – Our real estate operating and development business focuses on acquiring, managing, leasing and providing development and redevelopment services for our wholly-owned properties as well as the properties held by our Advised Funds. By employing our own real estate team, we are able to provide all services to our properties in-house and maintain secure relationships with our tenants. Our real estate operating and development business is held under our taxable REIT subsidiary, ARIC. ARIC generates brokerage, leasing, construction management, development and property management fee income.

26

RESULTS OF OPERATIONS

          As of September 30, 2012 and 2011, our portfolio was comprised of 29 wholly-owned properties with an aggregate of approximately 1.2 million square feet of GLA. During the nine months ended September 30 2011, we sold two non-core, single-tenant properties, the results for which are presented in income from discontinued operations, and we acquired three neighborhood shopping centers.

Comparison of the three months ended September 30, 2012, to the three months ended September 30, 2011

          Below are the results of operations for the three months ended September 30, 2012 and 2011 (in thousands, except for per share amounts, percentages and number of properties). In the comparative tables presented below, increases in revenues/income or decreases in expenses (favorable variances) are shown without parentheses while decreases in revenues/income or increases in expenses (unfavorable variances) are shown with parentheses. For purposes of comparing our results of operations for the periods presented below, all of our properties in the “same store” reporting group were owned since July 1, 2011.

	Three months ended September 30,
	2012			2011			Change $			Change %
Same store properties (27 properties)
Rental income (1)	$	6,283		$	6,107		$	176			2.9	%
Recovery income (1)		2,117			2,124			(7	)		(0.3	)%
Percentage rent (1)		102			105			(3	)		(2.9	)%
Less:
Property expenses		2,248			2,181			(67	)		(3.1	)%
Same store net operating income		6,254			6,155			99			1.6	%
Non-same store properties (2 properties)
Rental income (1)		369			279			90			32.3	%
Recovery income (1)		103			92			11			12.0	%
Less:
Property expenses		132			93			(39	)		(41.9	)%
Non-same store net operating income		340			278			62			22.3	%
Total net operating income(2)		6,594			6,433			161			2.5	%
Other revenues (see further detail below):		1,414			1,174			240			20.4	%
Less other expenses (see further detail below):		6,985			6,904			(81	)		(1.2	)%
Income from continuing operations		1,023			703			320			45.5	%
Income from discontinued operations		—			415			(415	)		(100.0	)%
Net income	$	1,023		$	1,118		$	(95	)		(8.5	)%
Other data
Funds from operations(3)	$	3,380		$	3,376		$	4			0.1	%
Number of properties at end of period		29			29			n/a			n/a
Percent leased at end of period(4)		96.8	%		93.0	%		n/a			3.8	%
Distributions per share	$	0.20		$	0.20		$	—			—

(1)

Rental income from operating leases on the consolidated statements of operations is comprised of rental income, recovery income and percentage rent from same store properties, rental income and recovery income from non-same store properties and amortization of straight-line rents and above/below market rents. For the three months ended September 30, 2012 and 2011, rental income from operating leases was $9,070 and $8,814, respectively.

(2)

For a definition and reconciliation of NOI and a statement disclosing the reasons why our management believes that presentation of NOI provides useful information to investors and, to the extent material, any additional purposes for which our management uses NOI, see “Net Operating Income” below.

27

(3)	For a reconciliation of FFO to net income, and a statement disclosing the reasons why our management believes that presentation of FFO provides useful information to investors and, to the extent material, any additional purposes for which our management uses FFO, see “Funds From Operations” below.
(4)	Percent leased is calculated as (i) GLA under commenced leases as of September 30, 2012, divided by (ii) total GLA, expressed as a percentage.

Same Store Properties – Property Revenues and Property Expenses

• Rental income. Rental income increased by $176,000, or 2.9%, on a same store basis to $6.3 million for the three months ended September 30, 2012, as compared to $6.1 million for the same period in 2011. Of this increase, $142,000 was driven by an increase in average occupancy percentage, and $34,000 was driven by an increase in average rental rates.

• Recovery income. Recovery income remained comparable at $2.1 million on a same store basis for the three months ended September 30, 2012 and 2011.

• Property expenses. Property expenses increased by $67,000, or 3.1%, on a same store basis as compared to $2.2 million for the same period in 2011. This increase was primarily the result of bad debt expense of $61,000 recorded for certain tenants at our Brookwood, Courtyard and Southbank properties during the three months ended September 30, 2012.

Non-same Store Properties – Property revenues and Property expenses.

          Our rental income, tenant recovery income and property expenses increased for our non-same store properties due to the acquisition of Alpharetta Commons on July 29, 2011. The results of operations for Alpharetta Commons have been recorded in our consolidated statements of operations from the date of acquisition.

Other Revenues:

          Overall, other revenues increased by $240,000, or 20.4%, to $1.4 million for the three months ended September 30, 2012, as compared to $1.2 million for the same period in 2011, primarily due to the following (in thousands, except for percentages):

	Three months ended September 30,
	2012		2011		Change $			Change %
Amortization of straight-line rents and above/below market rents(1)		96	$	107	$	(11	)		(10.3	)%
Advisory services income - related party:
Real estate fee income - related party		738		534		204			38.2	%
Asset management fee income - related party		155		231		(76	)		(32.9	)%
Construction management fee income - related party		64		53		11			20.8	%
Total advisory services income - related party		957		818		139			17.0	%
Interest and other income		125		126		(1	)		(0.8	)%
Interest and other income - related party		236		123		113			91.9	%
Total other revenues	$	1,414	$	1,174	$	240			20.4	%

(1) Included in rental income from operating leases as presented on our consolidated statements of operations.

28

• Real estate fee income – related party. Real estate fee income – related party increased by $204,000, or 38.2%, to $738,000 for the three months ended September 30, 2012, as compared to $534,000 for the same period in 2011. This increase was due to additional leasing activity for properties we manage on behalf of our Advised Funds resulting in increased commissions during the three months ended September 30, 2012 as compared to the same period in 2011.

• Asset management fee income – related party. Asset management fee income – related party decreased by $76,000, or 32.9%, to $155,000 for the three months ended September 30, 2012, as compared to $231,000 for the same period in 2011. Our asset management fees are calculated based upon the net equity raised in the Advised Funds that we manage. Through a combination of property sales in our Advised Funds and the voluntary reduction by us as general partner of the asset management fees in response to the past economic recession, our asset management fee income – related party has decreased since the second quarter of 2011.

• Interest and other income – related party. Interest and other income – related party increased by $113,000 or 91.9%, to $236,000 for the three months ended September 30, 2012, as compared to $123,000 for the same period in 2011. This increase was due to $140,000 of interest income from a payment we received from AIGF on our note receivable balance from them representing accrued, but previously unrecognized interest income that had been reserved.

Other Expenses:

          Overall, other expenses increased by $81,000, or 1.2%, to $7.0 million for the three months ended September 30, 2012, as compared to $6.9 million for the same period in 2011, primarily due to the following (in thousands, except for percentages):

	Three months ended September 30,
	2012			2011			Change $			Change %
Straight-line bad debt recoveries(1)	$	—		$	(38	)	$	(38	)		(100.0	)%
General and administrative		1,764			1,485			(279	)		(18.8	)%
Legal and professional		227			266			39			14.7	%
Real estate commissions		129			106			(23	)		(21.7	)%
Acquisition costs		—			107			107			100.0	%
Depreciation and amortization		2,216			2,122			(94	)		(4.4	)%
Impairment recovery - notes receivable		(214	)		—			214			*
Loss from Advised Funds		26			74			48			64.9	%
State income taxes		74			134			60			44.8	%
Interest expense		2,763			2,648			(115	)		(4.3	)%
Total other expenses	$	6,985		$	6,904		$	(81	)		(1.2	)%

(1)	Included in property expense on our consolidated statements of operations.
*	Percentage change not shown as prior year amount is immaterial, or the percentage change is not meaningful.

• General and administrative. General and administrative expense increased by $279,000, or 18.8%, to $1.8 million for the three months ended September 30, 2012, as compared to $1.5 million for the same period in 2011. This increase was primarily attributable to (i) additional deferred compensation expense of approximately $134,000 associated with the 312,499 shares of restricted Class B common stock issued to management in connection with our 2012 Offering and (ii) the accelerated timing of our performance compensation accrual of approximately $109,000 versus the prior period (we expect our annual 2012 performance compensation awards to be consistent with our 2011 performance compensation awards).

• Acquisition costs. Acquisition costs were $107,000 for the three months ended September 30, 2011. Such costs were related to the acquisition of Alpharetta Commons on July 29, 2011. We have not acquired any properties in 2012.

• Depreciation and amortization. Depreciation and amortization expense increased by $94,000, or 4.4%, to $2.2 million for the three months ended September 30, 2012, as compared to $2.1 million for the same period in 2011. This increase was primarily attributable to the acquisition of Alpharetta Commons on July 29, 2011.

29

• Impairment recovery – notes receivable. Impairment recovery – notes receivable was $214,000 during the three months ended September 30, 2012. During the period, we received a $2.3 million payment from AIGF on its note receivable, a portion of which had previously been reserved.

• Interest expense. Interest expense increased by $115,000, or 4.3%, to $2.8 million for the three months ended September 30, 2012, as compared to $2.6 million for the same period in 2011. The increase was primarily due to the write off of $368,000 of unamortized loan premiums during the third quarter of 2012 when we repaid $45.3 million of debt on August 1, 2012 with proceeds received from our 2012 Offering and refinanced our Uptown Dallas property mortgage. In addition, we incurred increased interest from borrowings associated with the acquisition of Alpharetta Commons during 2011 that were outstanding for all of three months ended September 30, 2012. This increase was partially offset by interest savings on lower average debt balances from the $45.3 million paydown of debt on August 1, 2012.

Comparison of the nine months ended September 30, 2012, to the nine months ended September 30, 2011

          Below are the results of operations for the nine months ended September 30, 2012 and 2011 (in thousands, except for per share amounts, percentages and number of properties). In the comparative tables presented below, increases in revenues/income or decreases in expenses (favorable variances) are shown without parentheses while decreases in revenues/income or increases in expenses (unfavorable variances) are shown with parentheses. For purposes of comparing our results of operations for the periods presented below, all of our properties in the “same store” reporting group were owned since January 1, 2011.

	Nine months ended September 30,
	2012			2011			Change $			Change %
Same store properties (25 properties)
Rental income (1)	$	17,190		$	16,652		$	538			3.2	%
Recovery income (1)		5,707			5,306			401			7.6	%
Percentage rent (1)		134			95			39			41.1	%
Less:
Property expenses		6,011			5,561			(450	)		(8.1	)%
Same store net operating income		17,020			16,492			528			3.2	%
Non-same store properties (4 properties)
Rental income (1)		2,837			1,564			1,273			81.4	%
Recovery income (1)		835			573			262			45.7	%
Less:
Property expenses		878			557			(321	)		(57.6	)%
Non-same store net operating income		2,794			1,580			1,214			76.8	%
Total net operating income(2)		19,814			18,072			1,742			9.6	%
Other revenues (see further detail below):		4,000			3,527			473			13.4	%
Less other expenses (see further detail below):		20,088			19,141			(947	)		(4.9	)%
Income from continuing operations		3,726			2,458			1,268			51.6	%
Income from discontinued operations		—			562			(562	)		(100.0	)%
Net income	$	3,726		$	3,020		$	706			23.4	%
Other data
Funds from operations(3)	$	10,715		$	9,503		$	1,212			12.8	%
Number of properties at end of period		29			29			n/a			—
Percent leased at end of period(4)		96.8	%		93.0	%		n/a			3.8	%
Distributions per share	$	0.60		$	0.60		$	—			—

(1) Rental income from operating leases on the consolidated statement of operations is comprised of rental income, recovery income and percentage rent from same store properties, rental income and recovery income from non-same store properties and amortization of straight-line rents and above/below market rents. For the nine months ended September 30, 2012 and 2011, rental income from operating leases was $26,975 and $24,110, respectively.

30

(2)	For a definition and reconciliation of NOI and a statement disclosing the reasons why our management believes that presentation of NOI provides useful information to investors and, to the extent material, any additional purposes for which our management uses NOI, see “Net Operating Income” below.
(3)	For a reconciliation of FFO to net income, and a statement disclosing the reasons why our management believes that presentation of FFO provides useful information to investors and, to the extent material, any additional purposes for which our management uses FFO, see “Funds From Operations” below.
(4)	Percent leased is calculated as (i) GLA under commenced leases as of September 30, 2012, divided by (ii) total GLA, expressed as a percentage.

Same Store Properties – Property Revenues and Property Expenses

• Rental income. Rental income increased by $538,000, or 3.2%, on a same store basis to $17.2 million for the nine months ended September 30, 2012, as compared to $16.7 million for the same period in 2011. Of this increase, $340,000 was driven by an increase in average occupancy percentage, and $198,000 was driven by an increase in average rental rates.

• Recovery income. Recovery income increased by $401,000, or 7.6%, on a same store basis to $5.7 million for the nine months ended September 30, 2012, as compared to $5.3 million for the same period in 2011. This increase is due to a new lease with a national tenant at one of our single tenant properties as well as lower property tax recoveries in 2011 resulting from a favorable property tax refund received during 2011 and passed along to our tenants at our MacArthur Park property. This increase was partially offset by a property tax refund received during 2012 at our Uptown Plaza – Dallas property.

• Property expenses. Property expenses increased by $450,000 or 8.1%, on a same store basis to $6.0 million for the nine months ended September 30, 2012, as compared to $5.6 million for the same period in 2011. This same store increase is attributable to an increase in bad debt expense recorded during 2012 as we continue to monitor collectability of our tenant receivables and due to lower property taxes in 2011 resulting from a favorable property tax refund received at our MacArthur Park property. This increase was partially offset by a property tax refund received during 2012 at our Uptown Plaza – Dallas property.

Non-same Store Properties – Property revenues and Property expenses.

          Our rental income, tenant recovery income and property expenses increased for our non-same store investment properties due to the acquisitions of The Market at Lake Houston on February 25, 2011, Brookwood Village on May 10, 2011, and Alpharetta Commons on July 29, 2011. The results of operations for the Market at Lake Houston, Brookwood Village and Alpharetta Commons have been recorded in the consolidated statements of operations from the date of acquisition.

31

Other Revenues:

          Overall, other revenues increased by $473,000, or 13.4%, to $4.0 million for the nine months ended September 30, 2012, as compared to $3.5 million for the same period in 2011, primarily due to the following (in thousands, except for percentages):

	Nine months ended September 30,
	2012		2011			Change $			Change %
Amortization of straight-line rents and above/below market rents(1)	$	272	$	(80	)	$	352			*
Advisory services income - related party:
Real estate fee income - related party		2,330		1,917			413			21.5	%
Asset management fee income - related party		466		833			(367	)		(44.1	)%
Construction management fee income - related party		177		181			(4	)		(2.2	)%
Total advisory services income - related party		2,973		2,931			42			1.4	%
Lease termination fee income		—		109			(109	)		(100.0	)%
Interest and other income		362		383			(21	)		(5.5	)%
Interest and other income - related party		393		184			209			113.6	%
Total other revenues	$	4,000	$	3,527		$	473			13.4	%

(1)	Included in rental income from operating leases as presented on our consolidated statements of operations.
*	Percentage change not shown as prior year amount is immaterial, or the percentage change is not meaningful.

• Amortization of straight-line rents and above/below market rents. Amortization of straight-line rents and above/below market rents increased by $352,000 to accretion of $272,000 during the nine months ended September 30, 2012, as compared to amortization of $80,000 for the same period in 2011. This increase is due to the accelerated amortization of accrued rent balances for certain tenants in 2011.

• Real estate fee income – related party. Real estate fee income – related party increased by $413,000, or 21.5.%, to $2.3 million for the nine months ended September 30, 2012, as compared to $1.9 million for the same period in 2011. This increase is primarily attributable to disposition fees earned upon the sale of a land parcel by one of our Advised Funds and increased development fees during 2012 associated with the redevelopments of properties that we manage for our Advised Funds. This increase was partially offset by a reduction in lease commissions earned as we executed leases for several anchor tenants in 2011 for properties that we manage on behalf of our Advised Funds.

• Asset management fee income– related party. Asset management fee income – related party decreased by $367,000, or 44.1%, to $466,000 for the nine months ended September 30, 2012, as compared to $833,000 for the same period in 2011. Our asset management fees are calculated based upon the net equity raised in the Advised Funds that we manage. Through a combination of property sales in our Advised Funds, and the voluntary reduction by us as the general partner of the asset management fees in response to the past economic recession, our asset management fee income – related party has decreased since the second quarter of 2011.

• Lease termination fee income. Lease termination fee income was $109,000 for the nine months ended September 30, 2011 and was related to the early termination of a lease at our Southbank property in the second quarter of 2011. We had no such comparable lease termination income during the nine months ended September 30, 2012.

32

• Interest and other income – related party. Interest and other income – related party increased by $209,000 or 113.6%, to $393,000 for the nine months ended September 30, 2012, as compared to $184,000 for the same period in 2011. This increase was due to $140,000 of interest income from a payment we received from AIGF on our note receivable balance from them representing accrued, but previously unrecognized interest income that had been reserved. In addition we also recognized additional interest income from larger average outstanding balances on notes receivable from our Advised Funds.

Other Expenses:

          Overall, other expenses increased by $947,000, or 4.9%, to $20.1 million for the nine months ended September 30, 2012, as compared to $19.1 million for the same period in 2011, primarily due to the following (in thousands, except for percentages):

	Nine months ended September 30,
	2012			2011			Change $			Change %
Straight-line bad debt recoveries(1)	$	(97	)	$	(205	)	$	(108	)		(52.7	)%
General and administrative		4,806			4,195			(611	)		(14.6	)%
Legal and professional		677			788			111			14.1	%
Real estate commissions		268			292			24			8.2	%
Acquisition costs		—			222			222			100.0	%
Depreciation and amortization		6,563			6,071			(492	)		(8.1	)%
Impairment recovery - notes receivable		(443	)		—			443			*
Loss from Advised Funds		128			324			196			60.5	%
State income taxes		194			188			(6	)		(3.2	)%
Interest expense		7,992			7,266			(726	)		(10.0	)%
Total other expenses	$	20,088		$	19,141		$	(947	)		(4.9	)%

(1)	Included in property expense on our consolidated statements of operations.
*	Percentage change not shown as prior year amount is immaterial, or the percentage change is not meaningful.

• Straight-line bad debt recoveries. Straight-line bad debt recoveries decreased by $108,000 or 52.7%, to $97,000 for the nine months ended September 30, 2012, as compared to $205,000 for the same period in 2011. Certain of our leases provide for increases in minimum lease payments over the term of the lease, and we recognize revenues on a straight-line basis over the term of such leases. The straight-line method results in accrued rent on our balance sheet, representing the portion of the rent that we expect to recover from the tenant in the future as they fulfill their obligation to us under the terms of the lease. We previously recorded a reserve against the accrued rent balances due from certain of our tenants that we believed may not fulfill their obligation to us. A portion of the reserve was reversed in 2011 due to the collection of such rents as well as a stabilizing economy. A smaller portion of such reserve was reversed during the 2012 period.

• General and administrative. General and administrative expense increased by $611,000, or 14.6%, to $4.8 million for the nine months ended September 30, 2012, as compared to $4.2 million for the same period in 2011. This increase was primarily attributable to (i) additional deferred compensation expense of $151,000, including $134,000 associated with the 312,499 shares of restricted Class B common stock issued to management in connection with our 2012 Offering and (ii) increased compensation cost and the accelerated timing of our performance compensation accrual of approximately $390,000 versus the prior period (we expect our annual 2012 performance compensation awards to be consistent with our annual 2011 performance compensation awards).

• Legal and Professional. Legal and professional expense decreased by $111,000, or 14.1% to $677,000 for the nine months ended September 30, 2012, as compared to $788,000 for the same period in 2011. This decrease was primarily due to (i) timing differences associated with professional fee accrual estimates, primarily our audit fees, between the current and prior periods of approximately $64,000, and (ii) we incurred lower transfer agent and employee placement fees during 2012 of approximately $56,000.

33

• Acquisition costs. Acquisition costs were $222,000 for the nine months ended September 30, 2011. Such costs were related to the acquisitions of The Market at Lake Houston on February 25, 2011, Brookwood Village on May 10, 2011 and Alpharetta Commons on July 29, 2011. We have not acquired any properties in 2012.

• Depreciation and amortization. Depreciation and amortization expense increased by $492,000 or 8.1%, to $6.6 million for the nine months ended September 30, 2012, as compared to $6.1 million for the same period in 2011. This increase is primarily attributable to the acquisitions of The Market at Lake Houston, Brookwood Village and Alpharetta Commons during 2011.

• Impairment recovery – notes receivable. Impairment recovery – notes receivable was $443,000 during the nine months ended September 30, 2012. During the second quarter of 2012, we received a $1.0 million payment on a note receivable from a third party that had previously been reserved, and we recorded an impairment recovery of $229,000. During the third quarter of 2012, we received a $2.3 million payment from AIGF on its note receivable, a portion of which had previously been reserved, and we recorded an impairment recovery of $214,000. We had no comparable impairment recoveries during the nine months ended September 30, 2011.

• Loss from Advised Funds. Loss from Advised Funds decreased by $196,000, or 60.5%, to $128,000 during the nine months ended September 30, 2012, as compared to $324,000 for the same period in 2011. This decrease is attributable to our portion of a debt forgiveness gain that was recorded by one of our Advised Funds from the disposition of one of its properties during 2012. During the prior period, we recorded our portion of an impairment loss related to that same Advised Fund property.

• Interest Expense. Interest expense increased by $726,000, or 10.0%, to $8.0 million for the nine months ended September 30, 2012, as compared to $7.3 million for the same period in 2011. The increase was primarily due to the write off of $368,000 of unamortized loan premiums during the third quarter of 2012 when we repaid $45.3 million of debt on August 1, 2012 with proceeds received from our 2012 Offering and refinanced our Uptown Dallas property mortgage. In addition, we incurred increased interest from borrowings associated with the acquisitions of The Market at Lake Houston, Brookwood Village and Alpharetta Commons during 2011. This increase was partially offset by interest savings on lower average debt balances from the $45.3 million pay down of debt on August 1, 2012.

FUNDS FROM OPERATIONS

          We consider FFO to be an appropriate measure of the operating performance of an equity REIT. NAREIT defines FFO as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of property and impairment charges on properties held for investment, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. NAREIT recommends that extraordinary items not be considered in arriving at FFO. We calculate FFO in accordance with this definition.

          Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions, impairment charges and depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income by itself as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, management believes that the presentation of operating results for real estate companies that uses historical cost accounting is insufficient by itself. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO should not be considered as an alternative to net income or other measurements under GAAP as an indicator of our operating performance or to cash flows from operating, investing or financing activities as a measure of liquidity.

34

          The table below details our FFO reconciliation to net income for the periods presented (in thousands).

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Net income(1)	$	1,023	$	1,118	$	3,726	$	3,020
Add:
Depreciation of real estate assets - from operations		2,204		2,106		6,523		6,012
Depreciation of real estate assets - from discontinued operations		—		—		—		13
Depreciation of real estate assets for nonconsolidated affiliates		153		152		466		458
Total FFO	$	3,380	$	3,376	$	10,715	$	9,503

(1) Net income for the three and nine months ended September 30, 2011, includes acquisition costs of $107 and $222, respectively, incurred in connection with the acquisition of operating properties.

NET OPERATING INCOME

          We believe that NOI is a useful measure of our operating performance. We define NOI as operating revenues (rental income, tenant recovery income, percentage rent, excluding straight-line rental income and amortization of acquired above- and below-market rents) less property operating expenses (real estate tax expense and property operating expense, excluding straight-line rent bad debt expense). Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs.

          We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income. We use NOI to evaluate our performance on a property-by-property basis because NOI allows us to evaluate the impact that factors such as lease structure, lease rates and tenant base, which vary by property, have on our operating results. However, NOI should only be used as a supplemental measure of our financial performance.

35

          The following table sets forth a reconciliation of NOI to net income as computed in accordance with GAAP, for the periods presented (in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Net income	$	1,023		$	1,118		$	3,726		$	3,020
Adjustments to add/(deduct):
Amortization of straight-line rents and above/below-market rents(1)		(96	)		(107	)		(272	)		80
Lease termination fee income		—			—			—			(109	)
Advisory services income - related party		(957	)		(818	)		(2,973	)		(2,931	)
Interest and other income		(125	)		(126	)		(362	)		(383	)
Interest and other income - related party		(236	)		(123	)		(393	)		(184	)
Straight-line rent bad debt recoveries(2)		—			(38	)		(97	)		(205	)
General and administrative		1,764			1,485			4,806			4,195
Legal and professional		227			266			677			788
Real estate commissions		129			106			268			292
Acquisition costs		—			107			—			222
Depreciation and amortization		2,216			2,122			6,563			6,071
Impairment recovery - notes receivable		(214	)		—			(443	)		—
Loss from Advised Funds		26			74			128			324
State income taxes		74			134			194			188
Interest expense		2,763			2,648			7,992			7,266
Income from discontinued operations		—			(415	)		—			(562	)
Net operating income	$	6,594		$	6,433		$	19,814		$	18,072

(1)	Included in rental income from operating leases as presented on our consolidated statements of operations.
(2)	Included in property expense on our consolidated statements of operations.

LIQUIDITY AND CAPITAL RESOURCES

          On August 1, 2012, we repaid the $25 million Facility in full using proceeds from our 2012 Offering. As of September 30, 2012, cash on hand as well as our $75 million Facility were our primary sources of liquidity. As of September 30, 2012, we had $12.3 million of available cash on hand, as well as $60 million available under the $75 million Facility for general corporate purposes including debt financing, property acquisitions, new construction, renovations, expansions, tenant improvement costs and equity investments.

          The $75 million Facility, which was entered into on August 3, 2012, has a term of three years and has an accordion feature that may allow us to increase the availability by $75 million to $150 million. The amount available for us to borrow under the $75 million Facility at any given time will be subject to the lesser of 55% of the unencumbered asset property value at such time, the maximum commitment amount at such time or an amount that results in a debt service coverage ratio for the four preceding calendar quarters of less than 1.50 to 1.0. Our ability to borrow under the $75 million Facility is subject to our ongoing compliance with a number of customary restrictive covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, a maximum recourse debt ratio, a minimum net worth and maximum dividend payout ratio. We also covenant that certain changes in our executive management team will not occur unless the departing executive management team member is replaced by a party reasonably acceptable to the administrative agent within 90 days of such departure. Additionally, it will constitute an event of default under the $75 million Facility if we default on any of our other indebtedness that equals or exceeds $1 million, including any indebtedness we have guaranteed.

36

          Our short-term liquidity requirements consist primarily of operating expenses and other expenditures associated with our properties, regular debt service requirements, dividend payments to our stockholders, capital expenditures and, potentially, acquisitions. We expect to meet our short-term liquidity requirements primarily from cash on hand, cash flows generated from the operation of our properties, proceeds from the $75 million Facility and, potentially, proceeds from new mortgages, as needed for acquisitions. The cash generated from operations is primarily paid to our stockholders in the form of dividends. As a REIT, we generally must make annual distributions to our stockholders of at least 90% of our REIT taxable income.

          We anticipate that our primary future uses of capital will include, but will not be limited to, operating expenses, scheduled debt service payments, property renovations, property expansions, and other significant capital expenditures for our existing portfolio of properties and, subject to the availability of attractive properties and our ability to consummate acquisitions on satisfactory terms, acquisition of new assets compatible with our investment strategy. These capital expenditures include building improvement projects, as well as amounts for tenant improvements and leasing commissions related to releasing and are subject to change as market and tenant conditions dictate.

          We may utilize several other forms of capital for funding our long-term liquidity requirements, including proceeds from secured mortgages and unsecured indebtedness, proceeds from equity issuances, cash generated from the sale of property and the formation of joint ventures.

          We believe our current cash flows from operations, coupled with our $75 million Facility are sufficient to allow us meet our liquidity needs for both the near and longer term to continue operations, satisfy our contractual obligations and pay dividends to our stockholders. We have no significant debt due within the next twelve months.

          We intend to maintain a financially disciplined and conservative capital structure. As of September 30, 2012, all of our debt outstanding was fixed, long-term mortgage financing, and our ratio of debt to gross book assets was 42%. We continue to seek additional opportunities to selectively invest capital in high-quality, multi-tenant shopping centers with higher overall return prospects while maintaining our conservative capital structure. We may consider all or a combination of future joint ventures, sales of selected properties that no longer meet our investment criteria, refinancing of current debt and unencumbered properties or possible future public offerings of our Class B common stock in order to provide us with significant financial flexibility and to fund future growth.

          Our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets will be dependent on a number of factors as well, including general market conditions for REITs and market perceptions about our company. Potential disruptions in the financial markets and deteriorating economic conditions could adversely affect our ability to utilize any one or more of these sources of funds.

          Our operations are sensitive to changes in overall economic conditions that impact our tenants, including, among other things, increased bad debts due to such recessionary pressures. A general reduction in the level of tenant leasing or shifts in tenant leasing practices could adversely affect our business, financial condition, liquidity, results of operations, FFO and prospects. The United States has undergone a prolonged recession that has been marked by pervasive and fundamental disruptions in the financial markets. Continued concerns regarding the uncertainty of whether the United States economy will be adversely affected by inflation, deflation or stagflation and the systemic impact of increased unemployment, volatile energy costs, geopolitical issues, the availability and cost of credit, the United States mortgage market and a severely distressed real estate market have contributed to increased market volatility and weakened business and consumer confidence. Additionally, the uncertainty surrounding the United States’ rapidly increasing national debt and continuing global economic upheaval have kept markets volatile. These unstable conditions could continue for a prolonged period of time. It is difficult to determine the breadth and duration of the financial market problems and the many ways in which they may affect our tenants and our business in general. While we believe that we have sufficient access to cash in order to meet our contractual obligations, a significant additional deterioration in the United States economy or the bankruptcy or insolvency of one or more of our significant tenants could cause our 2012 cash resources to be insufficient to meet our obligations. If necessary, we have the ability to defer capital improvements and to defer payment of certain operating costs, including property taxes, until sufficient cash resources are available.

37

Comparison of Cash Flows for the Nine months Ended September 30, 2012 and 2011

	Nine months ended September 30,
	2012			2011
Operating activities	$	7,879		$	12,572
Investing activities	$	(1,249	)	$	(14,204	)
Financing activities	$	4,644		$	2,293

          Operating Activities. The decrease in operating cash flows of approximately $4.7 million was primarily attributable to $2.0 million from the sales of properties (net of gain on sale) during 2011 and a decrease in cash inflows from receivables of $1.6 million resulting from the receipt of property tax escrow deposits in the first quarter of 2011 associated with a debt refinancing that closed in 2010. We refinanced two of our neighborhood and community shopping centers in December 2010 and received full reimbursement of our escrow accounts in January 2011.

          Investing Activities. The $13.0 million decrease in cash outflows from investing activities was primarily due to approximately $21.6 million paid for property acquisitions during 2011 with no such acquisitions during 2012, partially offset by $9.4 million in cash received during the first quarter of 2011 from our qualified intermediary. Our cash on deposit with the qualified intermediary represented the net proceeds from the sale of 17 single tenant properties during 2010. We deposited these proceeds with a qualified intermediary in 2010 and subsequently used a substantial portion of them to acquire properties during 2011 in accordance with Section 1031 of the Internal Revenue Code.

          Financing Activities. The $2.4 million increase in cash provided by financing activities was primarily due to the proceeds received from our 2012 Offering, net of offering costs, which was used to pay a large portion of our notes payable.

Off-Balance Sheet Arrangements

          As of September 30, 2012, none of our off-balance sheet arrangements had, or are reasonably likely to have, a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures. We own interests in several unconsolidated Advised Funds that are accounted for under the equity method as we exercise significant influence over, but do not control, the investee. See Note 5 of the Notes to Consolidated Financial Statements. We have made loans to some of these affiliates as discussed in Note 2 of the Notes to Consolidated Financial Statements and may make additional loans to them in the future.

Contractual Obligations

          As of September 30, 2012, we had the following contractual debt obligations, in thousands (see also Note 8 of the Notes to Consolidated Financial Statements for further discussion regarding the specific terms of our debt):

	2012		2013		2014		2015		2016		Thereafter		Total
The $75 million Facility	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Secured debt (1)		286		1,158		1,815		52,298		68,707		37,384		161,648
Unused credit fee (2)		66		263		263		153		—		—		745
Interest (2)		2,088		8,052		7,971		6,487		2,639		6,899		34,136
Non-cancelable operating lease payments		13		214		220		226		—		—		673
Total contractual obligations	$	2,453	$	9,687	$	10,269	$	59,164	$	71,346	$	44,283	$	197,202

(1)	Secured debt as shown above is $347 less than the total secured debt as reported in the accompanying consolidated balance sheet due to the premium recorded on above market debt assumed in conjunction with the assumption of certain of our property acquisitions.
(2)	Interest expense includes our interest obligations on our $75.0 million Facility as well as all secured debt. The $75.0 million Facility is a variable-rate debt instrument. While we do not have any borrowings under the $75.0 million Facility, we pay an unused credit fee. This table assumes no outstanding borrowings and therefore includes an unused credit fee on the full $75 million committment.

38

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

          Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

          Under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of September 30, 2012. Based on that evaluation, our CEO and CFO concluded that, as of September 30, 2012, our disclosure controls and procedures were effective in causing material information relating to us (including our consolidated subsidiaries) to be recorded, processed, summarized and reported by management on a timely basis and to ensure the quality and timeliness of our public disclosures with disclosure obligations of the Securities and Exchange Commission.

Changes in Internal Controls

          There has been no change to our internal control over financial reporting during the quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

          We are involved in various matters of litigation arising in the normal course of business. While we are unable to predict with certainty the amounts involved, our management and counsel are of the opinion that, when such litigation is resolved, any additional liability, if any, will not have a material effect on our consolidated financial statements.

ITEM 1A. RISK FACTORS.

          Not applicable.

39

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

          Our shares of Class A common stock are not traded on a national securities exchange, and we do not currently have a public stock buyback program in place. In July 2012, we purchased the fractional shares of Class A common stock from stockholders resulting from the one-for-two reverse stock split of our Class A common stock for an aggregate of $21,000.

	(a)		(b)		(c)		(d)
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
July 1 – July 31, 2012 (1)		1,499		$14.00		—		—
August 1- August 31, 2012		—		—		—		—
September 1 – September 30, 2012		—		—		—		—
Total		1,499		$14.00		—		—

(1) The shares were fractional shares of our Class A common stock purchased as a result of a one-for-two reverse split that was approved by our Board of Directors.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

          None.

ITEM 4. MINE SAFETY DISCLOSURES.

          Not applicable.

ITEM 5. OTHER INFORMATION.

          None.

ITEM 6. EXHIBITS.

          The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Report.

40

SIGNATURES

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

	AmREIT, Inc.
	(registrant)
Date: November 13, 2012	By:	/s/ H. Kerr Taylor
		H. Kerr Taylor, Chairman of the Board of Directors, President and Chief Executive Officer
Date: November 13, 2012	By:	/s/ Chad C. Braun
		Chad C. Braun, Executive Vice President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

41

Exhibit Index

Exhibit No.

3.1.1	Articles of Amendment and Restatement (included as Exhibit 3.1 to the Company’s Amendment No. 3 to the Registration Statement on Form S-4, filed on September 9, 2009, and incorporated herein by reference).
3.1.2	Articles of Amendment, effective July 23, 2012 (included as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 27, 2012, and incorporated herein by reference).
3.1.3	Articles of Amendment, effective July 23, 2012 (included as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on July 27, 2012, and incorporated herein by reference).
3.1.4	Articles Supplementary, effective July 23, 2012 (included as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed on July 27, 2012, and incorporated herein by reference).
3.2	Amended and Restated Bylaws (included as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 3, 2010, and incorporated herein by reference).
10.1	Amendment to 1999 Flexible Incentive Plan (included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2012, and incorporated herein by reference).
10.2	Revolving Credit Agreement among AmREIT, Inc. and the lenders listed therein, with PNC Bank, National Association as Administrative Agent, PNC Capital Markets LLC as Sole Lead Arranger and Sole Bookrunner and Capital One, National Association, as Syndication Agent (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 1, 2012, and incorporated herein by reference).
31.1	Certification pursuant to Rule 13a-14(a) of Chief Executive Officer (filed herewith).
31.2	Certification pursuant to Rule 13a-14(a) of Chief Financial Officer (filed herewith).
32.1	Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2	Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*

*

Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of September 30, 2012, and December 31, 2011, (ii) the Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011, (iii) the Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2012, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 and (v) the Notes to the Consolidated Financial Statements.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data File on Exhibit 101 hereto is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

42

EX-31.1

EXHIBIT 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, H. Kerr Taylor, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of AmREIT, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 13, 2012	/s/ H. Kerr Taylor
		H. Kerr Taylor
		Chairman of the Board of Directors, President, and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Chad C. Braun, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of AmREIT, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 13, 2012	/s/ Chad Braun
		Chad C. Braun
		Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AmREIT, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Kerr Taylor, Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in my capacity as an officer of the Company that, to my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 13, 2012	/s/ H. Kerr Taylor
		H. Kerr Taylor
		Chairman of the Board of Directors,
		President, and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AmREIT, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chad C. Braun, Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, in my capacity as an officer of the Company, that, to my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 13, 2012	/s/ Chad Braun
		Chad C. Braun
		Chief Operating Officer, Chief Financial
		Officer, Treasurer and Secretary

XML

2012 Offering (Schedule Of Common Stock) (Details)	0 Months Ended
	Jul. 23, 2012	Sep. 30, 2012	Dec. 31, 2011
Two Thousand Twelve Offering [Line Items]
Common stock, shares outstanding		16,123,288
Class A Common Stock [Member]
Two Thousand Twelve Offering [Line Items]
Common stock, shares outstanding		11,657,563	11,598,959
Reverse stock split	1-for-2 reverse stock split
Class B Common Stock [Member]
Two Thousand Twelve Offering [Line Items]
Common stock, shares outstanding		4,465,725	0
2012 Offering [Member] | Class B Common Stock [Member]
Two Thousand Twelve Offering [Line Items]
Common stock, shares outstanding		3,650,000
2012 Offering [Member] | Restricted Common Class B [Member]
Two Thousand Twelve Offering [Line Items]
Common stock, shares outstanding		312,499
Underwriters Overallotment Option [Member] | Restricted Common Class B [Member]
Two Thousand Twelve Offering [Line Items]
Common stock, shares outstanding		503,226

XML

Stockholders' Equity And Noncontrolling Interest (Narrative) (Details) (USD $)	9 Months Ended				0 Months Ended								9 Months Ended			9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Jul. 23, 2012	Dec. 31, 2011	Jul. 23, 2012 Class A Common Stock [Member]	Sep. 30, 2012 Class A Common Stock [Member]	Dec. 31, 2011 Class A Common Stock [Member]	Sep. 30, 2012 Class B Common Stock [Member]	Aug. 24, 2012 Class B Common Stock [Member]	Aug. 01, 2012 Class B Common Stock [Member]	Jul. 23, 2012 Class B Common Stock [Member]	Dec. 31, 2011 Class B Common Stock [Member]	Sep. 30, 2012 Restricted Common Class B [Member]	Aug. 24, 2012 Restricted Common Class B [Member]	Aug. 01, 2012 Restricted Common Class B [Member]	Sep. 30, 2012 Minimum [Member]	Sep. 30, 2012 Maximum [Member]	Sep. 30, 2012 2012 Offering [Member]	Sep. 30, 2012 2012 Offering [Member] Class B Common Stock [Member]	Aug. 01, 2012 2012 Offering [Member] Class B Common Stock [Member]	Sep. 30, 2012 2012 Offering [Member] Restricted Common Class B [Member]
Stockholders Equity [Line Items]
Common stock, par value			$ 0.01		$ 0.01	$ 0.01	$ 0.01	$ 0.01			$ 0.01	$ 0.01
Reverse stock split					1-for-2 reverse stock split
Common stock, voting rights per share	one vote with respect to all matters voted upon by our Class A and Class B common stockholders
Capital stock, shares authorized	1,050,000,000
Common stock, shares authorized						100,000,000	100,000,000	900,000,000				900,000,000
Preferred stock, shares authorized	50,000,000			50,000,000
Preferred stock, par value	$ 0.01			$ 0.01
Common stock, shares issued						11,657,563	11,598,959	4,465,725	503,226	3,650,000		0	312,499	503,226	312,499					3,650,000
Restricted common stock vesting period													10 years					10 years
Common stock, shares outstanding	16,123,288					11,657,563	11,598,959	4,465,725				0							3,650,000		312,499
Vesting period related to restricted stock awards																3 years	10 years
Grant date fair value of shares of restricted stock, vested	$ 678,000	$ 804,000
Recognized compensation cost related to restricted stock	555,000	418,000
Unrecognized compensation cost related to restricted stock	$ 7,400,000
Weighted average period for unrecognized compensation cost in years	7 years

XML

Fair Value Measurements (Narrative) (Details) (USD $)	1 Months Ended	9 Months Ended	12 Months Ended
	May 31, 2012	Sep. 30, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Asset impairment charges				$ 1,300,000
Note receivable				4,600,000
Impairment recovery of notes receivable	229,000		1,100,000
Proceeds from borrower of notes receivable	1,000,000	1,115,000
Revolving credit facility		75,000,000
Notes payable fair value of variable rate debt		0
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes receivable, fair value			$ 3,288,000

XML

Stockholders' Equity And Noncontrolling Interest (Schedule Of Restricted Stock Activity) (Details) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Summary Of Significant Accounting Policies [Abstract]
Beginning of period, Non-vested shares	207,199	215,588
Beginning of period, Weighted average grant date fair value	$ 17.86	$ 17.56
Granted, Non-vested shares	376,970	42,500
Granted, Weighted average grant date fair value	$ 13.91	$ 17.94
Vested, Non-vested shares	(41,653)	(48,280)
Vested, Weighted average grant date fair value	$ 16.28	$ 16.66
Forfeited, Non-vested shares		(2,609)
Forfeited, Weighted average grant date fair value		$ 16.74
End of period, Non-vested shares	542,516	207,199
End of period, Weighted average grant date fair value	$ 15.24	$ 17.86

XML

Acquired Lease Intangibles (Schedule Of Acquired Lease Intangible Assets And Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Acquired Lease Intangibles [Line Items]
Acquired lease intangibles, net	$ 8,437	$ 10,139
Acquired below-market lease intangibles, net	1,800	2,021
In-Place Leases [Member]
Acquired Lease Intangibles [Line Items]
Acquired lease intangible assets	21,807	22,720
Acquired lease intangible assets, accumulated depreciation	(13,696)	(12,978)
Above-Market Leases [Member]
Acquired Lease Intangibles [Line Items]
Acquired lease intangible assets	2,184	2,247
Acquired lease intangible assets, accumulated depreciation	(1,858)	(1,850)
Below-Market Leases [Member]
Acquired Lease Intangibles [Line Items]
Acquired lease intangible liabilities	4,509	4,623
Acquired lease intangible liabilities, accumulated amortization	$ (2,709)	$ (2,602)

XML

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

Summary Of Segment Results

			Advisory Services
For the three months ended September 30, 2012			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	9,020	$	50	$	-	$	9,070
Advisory services income - related
party		-		802		155		957
Total revenue		9,020		852		155		10,027
General and administrative		691		1,043		30		1,764
Property expense		2,370		10		-		2,380
Legal and professional		198		27		2		227
Real estate commissions		-		129		-		129
Depreciation and amortization		2,210		6		-		2,216
Impairment recovery -
notes receivable		(214)		-		-		(214)
Total expenses		5,255		1,215		32		6,502
Interest expense		(2,763)		-		-		(2,763)
Other income/(expense)		287		-		(26)		261
Income (loss) from continuing
operations	$	1,289	$	(363)	$	97	$	1,023

			Advisory Services
For the three months ended September 30, 2011			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	8,760	$	54	$	-	$	8,814
Advisory services income - related
party		-		587		231		818
Total revenue		8,760		641		231		9,632
General and administrative		554		902		29		1,485
Property expense		2,221		15		-		2,236
Legal and professional		247		17		2		266
Real estate commissions		-		106		-		106
Acquisition costs		107		-		-		107
Depreciation and amortization		2,116		6		-		2,122
Total expenses		5,245		1,046		31		6,322
Interest expense		(2,648)		-		-		(2,648)
Other income/(expense)		125		3		(87)		41
Income (loss) from continuing
operations	$	992	$	(402)	$	113	$	703

			Advisory Services
For the nine months ended September 30, 2012			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	26,826	$	149	$	-	$	26,975
Advisory services income - related
party		-		2,507		466		2,973
Total revenue		26,826		2,656		466		29,948
General and administrative		1,640		3,085		81		4,806
Property expense		6,771		21		-		6,792
Legal and professional		608		66		3		677
Real estate commissions		-		268		-		268
Depreciation and amortization		6,545		18		-		6,563
Impairment recovery -
notes receivable		(443)		-		-		(443)
Total expenses		15,121		3,458		84		18,663
Interest expense		(7,992)		-		-		(7,992)
Other income/(expense)		559		2		(128)		433
Income (loss) from continuing
operations	$	4,272	$	(800)	$	254	$	3,726

			Advisory Services
For the nine months ended September 30, 2011			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	23,958	$	152	$	-	$	24,110
Advisory services income - related
party		-		2,098		833		2,931
Lease termination fee income		109		-		-		109
Total revenue		24,067		2,250		833		27,150
General and administrative		1,482		2,622		91		4,195
Property expense		5,873		40		-		5,913
Legal and professional		736		49		3		788
Real estate commissions		-		292		-		292
Acquisition costs		222		-		-		222
Depreciation and amortization		6,053		18		-		6,071
Total expenses		14,366		3,021		94		17,481
Interest expense		(7,266)		-		-		(7,266)
Other income/(expense)		369		10		(324)		55
Income (loss) from continuing
operations	$	2,804	$	(761)	$	415	$	2,458

XML

Concentrations (Narrative) (Details)	9 Months Ended
	Sep. 30, 2012 property	Sep. 30, 2011
Concentration Risk [Line Items]
Number of properties accounting for more than 10% of consolidated total assets	2
Percentage of individual property to total assets	10.00%
Uptown Park In Houston, Texas [Member]
Concentration Risk [Line Items]
Percentage of individual property to total assets	18.00%
MacArthur Park In Irving, Texas [Member]
Concentration Risk [Line Items]
Percentage of individual property to total assets	15.00%
Houston Properties [Member]
Concentration Risk [Line Items]
Number of operating properties	19
Percentage of individual income on base rental income	62.40%	64.20%

XML

Investments In Advised Funds (Tables)

9 Months Ended

Sep. 30, 2012

Investments In Advised Funds [Abstract]

Schedule Of Ownership And Returns Of Advised Funds

			Sharing Ratios(1)
Advised Fund	LP interest	GP interest	LP	GP	LP Preference
MIG	1.40%	1.00%	99%	1%	8%
			90%	10%	10%
			80%	20%	12%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG II	1.60%	1.00%	99%	1%	8%
			85%	15%	12%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG III	1.10%	1.00%	99%	1%	10%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG IV	1.60%	1.00%	99%	1%	8.50%
			0%	100%	40% Catch Up
			60%	40%	Thereafter

______________

(1) Using MIG as an example of how the sharing ratios and LP preference provisions are applied, the LPs share in 99% of the cash distributions until they receive an 8% preferred return. The LPs share in 90% of the cash distributions until they receive a 10% preferred return and so on.

XML

Notes Payable (Narrative) (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		1 Months Ended		1 Months Ended		9 Months Ended
	Sep. 30, 2012	Aug. 31, 2012 2012 Offering [Member]	Aug. 31, 2011 Uptown Plaza-Dallas [Member]	Aug. 31, 2012 Uptown Plaza-Dallas [Member]	Feb. 29, 2012 Brookwood Village [Member]	Sep. 30, 2012 Minimum [Member]	Sep. 30, 2012 Maximum [Member]
Debt Instrument [Line Items]
Revolving credit facility	$ 75.0	$ 75.0
Credit facility term	3 years
Line of credit facility increasing availability	75.0
Credit facility maximum capacity under accordion feature	150.0
LIBOR margin						2.05%	2.75%
Maximum debt service coverage ratio							1.50
Period of replacement for executive management team member	90 days
Threshold of other defaulted indebtedness that causes default of the credit facility	1.0
Weighted average interest rate	5.00%
Weighted average remaining life	4 years 4 months 24 days
Debt refinanced				$ 14.0
Notes payable term					10 years
Notes payable bearing interest rate				4.25%	5.40%
Amortization period of payments of principal and interest			30 years		30 years

XML

Real Estate Acquisitions, Dispositions And Discontinued Operations (Schedule Of Discontinued Operations) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011
Real Estate Acquisitions, Dispositions And Discontinued Operations [Abstract]
Rental income from operating leases	$ 4	$ 201
Total revenues	4	201
General and administrative	(3)	(3)
Property expense	1	2
Legal and professional	8	43
Depreciation and amortization		13
Total expenses	6	55
Operating income	(2)	146
Interest and other income		4
State tax expense		(5)
Income (loss) from discontinued operations, net of taxes	(2)	145
Gain on sale of real estate acquired for resale, net of taxes	417	417
Income from discontinued operations	$ 415	$ 562
Basic and diluted income from discontinued operations per share	$ 0.04	$ 0.05

XML

Summary Of Significant Accounting Policies (Schedule Of Notes Receivable Due From Related Parties) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012		Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Face Amount	$ 8,008		$ 7,732
Reserve	(617)	[1]	(1,219)	[1]
Carrying Amount	7,391		6,513
AIGF [Member]
Summary Of Significant Accounting Policies [Line Items]
Face Amount			2,488
Reserve		[1]	(619)	[1]
Carrying Amount			1,869
Excess loss recognized on equity investment exceed basis	0		55
MIG III [Member]
Summary Of Significant Accounting Policies [Line Items]
Face Amount	4,510		3,218
Reserve	(356)	[1]	(356)	[1]
Carrying Amount	4,154		2,862
Excess loss recognized on equity investment exceed basis	356		356
MIG IV [Member]
Summary Of Significant Accounting Policies [Line Items]
Face Amount	3,498		2,026
Reserve	(261)	[1]	(244)	[1]
Carrying Amount	3,237		1,782
Excess loss recognized on equity investment exceed basis	$ 261		$ 244

[1] A portion of these reserve balances represents the amount by which losses recognized on our equity investment in the entity exceeds our basis in the equity investment. GAAP provides that, to the extent that such an ‘excess loss’ exists and we have made an additional investment in the entity via a loan, that excess loss should be recorded as a reduction in the basis of the loan. Included in the reserve balances for the AIGF, MIG III and MIG IV loans are $0, $356 and $261 for such losses as of September 30, 2012, and $55, $356 and $244 for such losses as of December 31, 2011, respectively. We do not believe that these reserves are indicative of the ultimate collectability of these receivables.

XML

Earnings Per Share (Narrative) (Details) (Class A Common Stock [Member])	0 Months Ended
	Jul. 23, 2012
Class A Common Stock [Member]
Earnings Per Share [Line Items]
Reverse stock split	1-for-2 reverse stock split

XML

Acquired Lease Intangibles (Schedule Of Acquired Lease Intangible Amortization Details) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
In-Place Leases [Member]
Acquired Lease Intangibles [Line Items]
Amortization	$ 565	$ 674	$ 1,631	$ 988
Above-Market Leases [Member]
Acquired Lease Intangibles [Line Items]
Amortization	24	49	71	60
Below-Market Leases [Member]
Acquired Lease Intangibles [Line Items]
Amortization	$ 72	$ 67	$ 221	$ 128

XML

2012 Offering

9 Months Ended

Sep. 30, 2012

2012 Offering [Abstract]

2012 Offering

3. 2012 OFFERING

On July 23, 2012, we amended our charter that (i) renamed all of the issued and unissued shares of our common stock, par value $0.01 per share to “Class A common stock,” (ii) effected a 1-for-2 reverse stock split of our Class A common stock, and (iii) changed the par value of our Class A common stock to $0.01 per share after the reverse stock split. In addition, we created a new class of common stock, par value $0.01 per share, entitled “Class B common stock.” The rights of the Class A common stockholders did not change with the change in the title of the class. See Note 10 for further discussion of the rights of our Class A and Class B common stock.All Class A share amounts and related per share data included in the consolidated financial statements and related footnotes have been presentedto reflect the reverse stock split.

On August 1, 2012, we completed the sale of 3,650,000 shares of our Class B common stock in our 2012 Offering. In connection with our 2012 Offering, we simultaneously listed our Class B common stock on the NYSE under the symbol “AMRE.” We received net proceeds of approximately $46.3 million, which were used to repay $45.3 million of mortgage debt, including the $25.0 million Facility. See Note 8 for a further discussion of our notes payable. In addition, we issued 312,499 shares of restricted Class B common stock to our officers and directors in connection with our 2012 Offering that will vest over a ten-year period. On August 24, 2012, we sold an additional 503,226 shares of our Class B common stock to our underwriters at the offering price pursuant to the exercise of the underwriters’ over-allotment option. We received net proceeds of approximately $6.5 million from the sale of the additional shares.

As of September 30, 2012, we had a total of 16,123,288 shares of common stock outstanding as follows:

Shares of Class A common stock (adjusted for the one-for-two reverse stock split)	11,657,563
Shares of Class B common stock issued in connection with our 2012 Offering	3,650,000
Shares of restricted Class B common stock issued to officers and directors in connection
with our 2012 Offering	312,499
Shares of Class B common stock issued pursuant to exercise of the underwriters over-
allotment option	503,226
Total shares of common stock outstanding subsequent to our 2012 Offering	16,123,288

XML

Investments In Advised Funds (Narrative) (Details) (USD $)	1 Months Ended	3 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended												12 Months Ended	9 Months Ended						9 Months Ended
	May 31, 2012	Sep. 30, 2011	Sep. 30, 2012 item	Sep. 30, 2011	Aug. 31, 2011 AIGF [Member]	Sep. 30, 2012 Maximum [Member]	Sep. 30, 2012 Minimum [Member]	Sep. 30, 2012 Limited Partner [Member] MIG [Member]	Sep. 30, 2012 Limited Partner [Member] MIG II [Member]	Sep. 30, 2012 Limited Partner [Member] MIG III [Member]	Sep. 30, 2012 Limited Partner [Member] MIG IV [Member]	Sep. 30, 2012 Limited Partner [Member] AmREIT Woodlake Limited Partner [Member]	Aug. 31, 2008 Limited Partner [Member] AmREIT Woodlake Limited Partner [Member]	Dec. 31, 2007 Limited Partner [Member] AmREIT Woodlake Limited Partner [Member]	Sep. 30, 2012 Limited Partner [Member] AmREIT Westheimer Gessner Limited Partner [Member]	Aug. 31, 2010 Limited Partner [Member] AmREIT Westheimer Gessner Limited Partner [Member]	Dec. 31, 2007 Limited Partner [Member] AmREIT Westheimer Gessner Limited Partner [Member]	Dec. 31, 2009 Limited Partner [Member] AmREIT SPF Shadow Creek Limited Partner [Member]	Sep. 30, 2012 General Partner [Member]	Sep. 30, 2012 General Partner [Member] MIG [Member]	Sep. 30, 2012 General Partner [Member] MIG II [Member]	Sep. 30, 2012 General Partner [Member] MIG III [Member]	Sep. 30, 2012 General Partner [Member] MIG IV [Member]	Sep. 30, 2010 Third-Party Institutional Partner [Member] AmREIT Woodlake Limited Partner [Member]	Sep. 30, 2012 J.P. Morgan Investment Managment [Member] item	Sep. 30, 2012 AEW Capital [Member] item	Sep. 30, 2012 Advised Funds [Member] Maximum [Member]	Sep. 30, 2012 Advised Funds [Member] Minimum [Member]
Related Party Transaction [Line Items]
Number of high net worth investment funds			4
Number of institutional joint venture																									1	1
Number of joint venture with high net worth investment funds			1
Number of high net worth investment funds with joint venture			2
Notes receivable collections	$ 1,000,000		$ 1,115,000		$ 2,300,000
Average holding period of advised funds (in years)																											4 years	2 years
Percentage of interest in limited partnership						3.00%	2.10%
Percentage of interest in advised funds																			1.00%
Percentage of available cash flow received by limited partners			99.00%
Percentage of original invested capital			100.00%
Investments in advised funds								200,000	400,000	800,000	800,000			3,400,000			3,800,000	5,800,000		1,000	1,000	1,000	1,000
Ownership interest								1.40%	1.60%	1.10%	1.60%	1.00%		30.00%	10.00%		30.00%	10.00%		1.00%	1.00%	1.00%	1.00%	90.00%
Percentage of ownership interests sold													20.00%			20.00%
Percentage of return on project												11.65%
Acquisition costs		$ 107,000		$ 222,000														$ 441,000

XML

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Schedule Of Computation Of Basic And Diluted Earnings Per Share

		For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
Continuing Operations
Income from continuing operations attributable
to common stockholders	$	1,023	$	703	$	3,726	$	2,458
Less: Dividends attributable to unvested
restricted stockholders		(88)		(41)		(178)		(124)
Basic and Diluted — Income from
continuing operations		935		662		3,548		2,334
Discontinued Operations
Basic and Diluted — Income from
discontinued operations		-		415		-		562
Net income attributable to common
stockholders after allocation to
participating securities	$	935	$	1,077	$	3,548	$	2,896
Number of Shares:
Basic and Diluted — Weighted average shares
outstanding(1)		14,051		11,393		12,294		11,381
Basic and Diluted Earnings Per Share
Income from continuing operations attributable
to common stockholders	$	0.07	$	0.06	$	0.29	$	0.21
Income from discontinued operations
attributable to common stockholders	$	-	$	0.04	$	-	$	0.05
Net income attributable to common
stockholders	$	0.07	$	0.10	$	0.29	$	0.26

______________

(1)Weighted average shares outstanding do not include unvested restricted shares totaling 440 and 207 for the three months ended September 30, 2012, and 2011, respectivelyand 297 and 207 for the nine months ended September 30, 2012 and 2011, respectively.

XML

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2012

Notes Payable [Abstract]

Components Of Outstanding Debt

	September 30, 2012		December 31, 2011
Fixed-rate mortgage loans	$	161,995	$	141,373
Variable-rate secured line of credit (1)		-		19,345
Variable-rate secured loans		-		40,940
Total	$	161,995	$	201,658

______________

(1) On August 1, 2012, we repaid the $25.0 million Facility with proceeds received from our 2012 Offering, and we subsequently entered into the $75.0 million Facility, $60.0 million of which is available to us based upon the value of our unencumbered asset pool. As of September 30, 2012, we have no borrowings outstanding under the $75.0 million Facility.

XML

Related Party Transactions (Schedule Of Details Of Income And Administrative Cost Reimbursements) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
Related Party Transactions [Abstract]
Real estate fee income	$ 738	[1]	$ 534	[1]	$ 2,330	[1]	$ 1,917	[1]
Asset management fee income	155	[2]	231	[2]	466	[2]	833	[2]
Construction management fee income	64	[3]	53	[3]	177	[3]	181	[3]
Advisory service income - related party	957		818		2,973		2,931
Reimbursements of administrative costs	$ 231		$ 199		$ 641		$ 555
Percentage of general partner interest					100.00%

[1] We earn real estate fee income by providing property acquisition, leasing and property management services to our Advised Funds. We own 100% of the entities that serve as the general partner for the funds.

[2] We earn asset management fees from our Advised Funds for providing accounting related and investor relation services, facilitating the deployment of capital and other services provided in conjunction with operating the funds.

[3] We earn construction management fees by managing construction and tenant build-out projects on behalf of our Advised Funds.

XML

Investments In Advised Funds (Summary Of Financial Information Of Advised Fund) (Details)	Sep. 30, 2012
Limited Partner [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.40%
Limited Partner [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.60%
Limited Partner [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.10%
Limited Partner [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.60%
Limited Partner [Member] | 8% LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	99.00%	[1]
Limited Partner [Member] | 8% LP Preference [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	99.00%	[1]
Limited Partner [Member] | 10% LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	90.00%	[1]
Limited Partner [Member] | 10% LP Preference [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	99.00%	[1]
Limited Partner [Member] | 12% LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	80.00%	[1]
Limited Partner [Member] | 12% LP Preference [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	85.00%	[1]
Limited Partner [Member] | 40% Catch Up LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	0.00%	[1]
Limited Partner [Member] | 40% Catch Up LP Preference [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	0.00%	[1]
Limited Partner [Member] | 40% Catch Up LP Preference [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	0.00%	[1]
Limited Partner [Member] | 40% Catch Up LP Preference [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	0.00%	[1]
Limited Partner [Member] | 8.5% LP Preference [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	99.00%	[1]
Limited Partner [Member] | LP Preference, Thereafter [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	60.00%	[1]
Limited Partner [Member] | LP Preference, Thereafter [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	60.00%	[1]
Limited Partner [Member] | LP Preference, Thereafter [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	60.00%	[1]
Limited Partner [Member] | LP Preference, Thereafter [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	60.00%	[1]
General Partner [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.00%
General Partner [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.00%
General Partner [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.00%
General Partner [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Interest	1.00%
General Partner [Member] | 8% LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	1.00%	[1]
General Partner [Member] | 8% LP Preference [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	1.00%	[1]
General Partner [Member] | 10% LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	10.00%	[1]
General Partner [Member] | 10% LP Preference [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	1.00%	[1]
General Partner [Member] | 12% LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	20.00%	[1]
General Partner [Member] | 12% LP Preference [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	15.00%	[1]
General Partner [Member] | 40% Catch Up LP Preference [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	100.00%	[1]
General Partner [Member] | 40% Catch Up LP Preference [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	100.00%	[1]
General Partner [Member] | 40% Catch Up LP Preference [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	100.00%	[1]
General Partner [Member] | 40% Catch Up LP Preference [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	100.00%	[1]
General Partner [Member] | 8.5% LP Preference [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	1.00%	[1]
General Partner [Member] | LP Preference, Thereafter [Member] | MIG [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	40.00%	[1]
General Partner [Member] | LP Preference, Thereafter [Member] | MIG II [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	40.00%	[1]
General Partner [Member] | LP Preference, Thereafter [Member] | MIG III [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	40.00%	[1]
General Partner [Member] | LP Preference, Thereafter [Member] | MIG IV [Member]
Schedule of Equity Method Investments [Line Items]
Sharing Ratios	40.00%	[1]

[1] Using MIG as an example of how the sharing ratios and LP preference provisions are applied, the LPs share in 99% of the cash distributions until they receive an 8% preferred return. The LPs share in 90% of the cash distributions until they receive a 10% preferred return and so on.

XML

Stockholders' Equity And Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2012

Stockholders' Equity And Noncontrolling Interest [Abstract]

Summary Of Restricted Share Activity

	2012				2011
			Weighted				Weighted
	Non-vested		average grant		Non-vested		average grant
	Shares		date fair value		Shares		date fair value
Beginning of period		207,199	$	17.86		215,588	$	17.56
Granted		376,970		13.91		42,500		17.94
Vested		(41,653)		16.28		(48,280)		16.66
Forfeited		-		-		(2,609)		16.74
End of period		542,516	$	15.24		207,199	$	17.86

XML

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Schedule Of Details Of Income And Administrative Cost Reimbursements

		Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Real estate fee income(1)	$	738	$	534	$	2,330	$	1,917
Asset management fee income(2)		155		231		466		833
Construction management fee income(3)		64		53		177		181
Advisory services income - related party	$	957	$	818	$	2,973	$	2,931
Reimbursements of administrative costs	$	231	$	199	$	641	$	555

______________

(1) We earn real estate fee income by providing property acquisition, leasing and property management services to our Advised Funds. We own 100% of the entities that serve as the general partner for the funds.

(2) We earn asset management fees from our Advised Funds for providing accounting related and investor relation services, facilitating the deployment of capital and other services provided in conjunction with operating the funds.

(3)We earn construction management fees by managing construction and tenant build-out projects on behalf of our Advised Funds.

XML

Summary Of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements included in this Quarterly Report as of and for the three and nine months ended September 30, 2012 and 2011, have been prepared pursuant to the rules and regulations of the SEC and are unaudited. In our opinion, the accompanying consolidated financial statements contain all normal and recurring items and adjustments necessary for their fair presentation. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from these statements pursuant to the SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. The consolidated financial statements include our accounts as well as the accounts of any subsidiaries in which we have a controlling financial interest. Investments in joint ventures and partnerships, where we have the ability to exercise significant influence but do not exercise financial and operating control, are accounted for using the equity method. The significant accounting policies of our non-consolidated entities are consistent with those of our subsidiaries in which we have a controlling financial interest. As of September 30, 2012, we did not have any interests in variable interest entities. All significant inter-company accounts and transactions have been eliminated through consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks and money market funds.

Financial Instruments

Our consolidated financial instruments consist of cash and cash equivalents, tenant and accounts receivable, accounts receivable – related party, notes receivable, notes receivable – related party, notes payable and accounts payable and other liabilities. Except for the notes payable, the carrying values are representative of the fair values due to the short term nature of the instruments and/or due to recent impairments. Our notes payable consist of both variable-rate and fixed-rate notes. The fair value of the variable-rate notes and revolving line of credit approximate their carrying values. See Note 7 for further discussion of the fair value of our notes payable.

Revenue Recognition

Rental income from operating leases – We lease space to tenants under agreements with varying terms. Our leases are accounted for as operating leases, and, although certain leases of the properties provide for tenant occupancy during periods for which no rent is due and/or for changes in the minimum lease payments over the terms of the leases, revenue is recognized on a straight-line basis over the terms of the individual leases. Revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, possession or control occurs on the lease commencement date. In all cases, we have determined that we are the owner of any tenant improvements that we fund pursuant to the lease terms. In cases where significant tenant improvements are made prior to lease commencement, the leased asset is considered to be the finished space, and revenue recognition therefore begins when the improvements are substantially complete. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is recognized in the period the related expense is recorded. Additionally, certain of our lease agreements contain provisions that grant additional rents based upon tenants’ sales volumes (contingent or percentage rent). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. During the nine months ended September 30, 2012 and 2011, we recognized percentage rents of $134,000 and $95,000, respectively. Accrued rents are included in tenant and accounts receivable, net.

Lease termination income – We recognize lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured. Upon early lease termination, we provide for losses related to unrecovered intangibles and other assets. We recognized lease termination fees of $0 and $109,000 during the nine months ended September 30, 2012 and 2011, respectively.

Advisory services income – related party – We provide various real estate services, including development, construction management, property management, leasing and brokerage. The fees for these services are recognized as services are provided and are generally calculated as a percentage of revenues earned or to be earned or of property cost, as appropriate. We also earn asset management fees from certain of the Advised Funds for facilitating the deployment of capital and for monitoring the real estate investments. Asset management fees are calculated as a percentage of equity under management. See Note 11 for a detail of our advisory services income – related party.

Real Estate Investments

Development Properties – Expenditures related to the development of real estate are capitalized as part of construction in progress, which includes carrying charges, primarily interest, real estate taxes and loan acquisition costs, and direct and indirect development costs related to buildings under construction. The capitalization of such costs ceases at the earlier of one year from the date of completion of major construction or when the property, or any completed portion, becomes available for occupancy. We capitalize costs associated with pending acquisitions of raw land once the acquisition of the property is determined to be probable. We did not capitalize any interest or taxes during the nine months ended September 30, 2012 or 2011.

Acquired Properties and Acquired Intangibles – We account for operating real estate acquisitions as an acquisition of a business as we believe most operating real estate meets the definition of a “business” under GAAP. Accordingly, we allocate the purchase price of acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values. Identifiable intangibles include amounts allocated to acquired above and below market leases, the value of in-place leases and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include (i) an estimate of carrying costs during the expected lease-up periods, considering market conditions, and (ii) costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to in-place lease value and above and below-market leases are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Below market leases include fixed-rate renewal periods where we believe the renewal is reasonably assured. Premiums or discounts on debt are amortized to interest expense over the remaining term of such debt. Costs related to acquiring operating properties are expensed as incurred.

Depreciation – Depreciation is computed using the straight-line method over an estimated useful life, generally, 39 to 50 years for buildings, up to 20 years for site improvements and over the term of the lease for tenant improvements. Leasehold estate properties, which are properties where we own the building and improvements and are subject to a ground lease because we do not own the related ground, are amortized over the life of the ground lease.

Impairment – We review our properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. We determine whether an impairment of value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the property, with the carrying value of the individual property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its fair value. We did not recognize any impairment charges during the nine months ended September 30, 2012 or 2011.

Tenant and Accounts Receivable

Included in tenant and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of tenant and accounts receivables is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels and current economic trends. Bad debt expenses and any recoveries related to tenant receivables are included in property expense, and bad debt expenses and any related recoveries on other accounts receivable are included in general and administrative expense.

The table below summarizes the activity within our allowance for uncollectible accounts for tenant receivables (in thousands):

	Nine months ended September 30,
	2012		2011
Beginning balance	$	1,780	$	2,068
Additional reserves		380		429
Collections/reversals		(291)		(694)
Write-offs		(535)		(15)
Ending balance	$	1,334	$	1,788

Notes Receivable

Included in notes receivable is a $2.5 million note due from the sale of a tract of land adjacent to our Uptown Plaza – Dallas property located outside of downtown Dallas, Texas. The note matured unpaid on December 31, 2010, and we recorded a $1.3 million impairment to reduce the value of the note to the fair value of the underlying collateral. During 2011, we recorded an impairment recovery of $1.1 million to reflect payments received on this note. Also during 2011, we entered into a new agreement with the borrower and extended the note to September 30, 2014. In May 2012, the borrower made a $1.0 million payment, and we recorded an impairment recovery of $229,000. The fair value of the underlying collateral now exceeds the remaining note balance.

Also included in notes receivable is $146,000 in notes receivable from various tenants. An allowance for the uncollectible portion of notes receivable from tenants is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. As of September 30, 2012 and December 31, 2011, we had an allowance for uncollectible notes receivable from tenants of $54,000 and $29,000, respectively. We recorded bad debt expense related to tenant notes receivable of $28,000during the nine months ended September 30, 2012 and bad debt recoveries of $71,000 during the nine months ended September 30, 2011.  

Notes Receivable – Related Party

Included in notes receivable – related party are loans made to certain of our affiliated Advised Funds related to the acquisition or development of properties and the deferral of asset management fees. These loans bear interest at LIBOR plus a spread and are due upon demand. The notes are secured by the Advised Funds’ ownership interests in various unencumbered properties. The following is a summary of the notes receivable due from related parties (in thousands):

	September 30, 2012			December 31, 2011
	Face		Carrying	Face		Carrying
Related Party	Amount	Reserve (1)	Amount	Amount	Reserve (1)	Amount
AIGF	$               -	$               -	$               -	$       2,488	$        (619)	$       1,869
MIG III	4,510	(356)	4,154	3,218	(356)	2,862
MIG IV	3,498	(261)	3,237	2,026	(244)	1,782
Total	$       8,008	$        (617)	$       7,391	$       7,732	$     (1,219)	$       6,513

______________

(1) A portion of these reserve balances represents the amount by which losses recognized on our equity investment in the entity exceeds our basis in the equity investment. GAAP provides that, to the extent that such an ‘excess loss’ exists and we have made an additional investment in the entity via a loan, that excess loss should be recorded as a reduction in the basis of the loan. Included in the reserve balances for the AIGF, MIG III and MIG IV loans are $0, $356 and $261 for such losses as of September 30, 2012, and $55, $356 and $244 for such losses as of December 31, 2011, respectively. We do not believe that these reserves are indicative of the ultimate collectability of these receivables.

We recorded a $500,000 impairment on the note from AIGF during 2010. As a result, we ceased recording interest income on the note due from AIGF and, interest accruals were recorded directly to the reserve balance. In August 2012, we received approximately $2.3 million as final payment of the AIGF note receivable and related accrued interest. We recorded $140,000 in interest income and $214,000 in impairment recovery for the three and nine months ended September 30, 2012. The remaining balance, which had previously been reserved, was written off as uncollectible.

Offering Costs

Issuance costs incurred for the purposes of raising capital through the sale of common shares are treated as a reduction of stockholders’ equity. In connection with our 2012 Offering, we incurred underwriting commissions, legal, accounting and other offering-related costs of approximately $5.4 million.

Derivative Financial Instruments

Our use of derivative financial instruments to date has been limited to the use of interest rate swaps to mitigate our interest rate risk on variable-rate debt and is immaterial to our consolidated financial statements. We do not use derivative financial instruments for trading or speculative purposes. GAAP requires that all derivative instruments, whether designated in hedging relationships or not, be recorded on the balance sheet at their fair value. Gains or losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Changes in fair value of derivatives that qualify as cash flow hedges are recognized in other comprehensive income, or OCI, while the ineffective portion of the derivative’s change in fair value is recognized in the income statement. As the hedge transactions settle, gains and losses associated with the transaction are reclassified out of OCI and into earnings. We assess, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

During the nine months ended September 30, 2011, we had an interest rate swap with a notional amount of $17 million and a fixed rate of 5.11% hedging our variable-rate loan on our MacArthur Park property. The swap matured on December 1, 2011. We designated this interest rate swap as a cash flow hedge for financial reporting purposes and therefore recorded any changes in its fair value to OCI. The swap settled monthly with an amount paid to or received from our counterparty, which was recorded as an adjustment to interest expense. During the nine months ended September 30, 2011, we paid $298,000 related to this swap, which is included in interest expense. We do not have any derivative financial instruments as of September 30, 2012.

Subsequent Events

Except as otherwise disclosed in Note 4 of this Quarterly Report, we did not have any material subsequent events as of the date of this filing that impacted our consolidated financial statements.

XML

Concentrations (Tables)

9 Months Ended

Sep. 30, 2012

Concentrations [Abstract]

Schedule Of Base Rents Generated By Significant Tenants

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Kroger	$	529	$	529	$	1,587	$	1,587
Landry’s (1)		313		291		944		839
CVS/pharmacy		306		306		917		809
H-E-B		277		277		832		661
Publix(2)		195		-		586		136
Hard Rock Café		124		124		373		373
TGI Friday’s		115		113		340		338
The Container Store(3)		112		-		336		-
Champps Americana		106		106		317		318
Golden Corral		105		105		315		315
	$	2,182	$	1,851	$	6,547	$	5,376

______________

(1)Includes tenants owned by Landry's, including Landry's Seafood House, McCormick & Schmicks, Mortons and The Grotto.

(2)Publix, a regional grocer, is the anchor tenant at Alpharetta Commons, which was acquired in July 2011.

(3)Rent commenced on a new lease with The Container Store in Houston, Texas in November 2011.

XML

Real Estate Acquisitions, Dispositions And Discontinued Operations (Narrative) (Details) (USD $)	12 Months Ended			9 Months Ended			3 Months Ended	9 Months Ended
	Dec. 31, 2011 property	Sep. 30, 2012	Oct. 12, 2012 Preston & Royal Village [Member] sqft	Sep. 30, 2012 The Market At Lake Houston [Member] item sqft acre	Sep. 30, 2011 The Market At Lake Houston [Member]	Sep. 30, 2012 Brookwood Village [Member] sqft	Sep. 30, 2011 Alpharetta Commons [Member]	Sep. 30, 2012 Alpharetta Commons [Member] sqft	Sep. 30, 2012 Previous Facility [Member]	Aug. 01, 2012 Previous Facility [Member]
Business Acquisition [Line Items]
Square footage of acquired property			230,000	101,791		28,774		94,544
Remaining lease term on the ground lease			27 years
Percentage of lease with major tenants			97.30%
Amount of earnest money on deposit with seller			$ 1,250,000
Acres of land acquired				13.86
Percentage of lease portion of property				100.00%		96.00%		100.00%
Property acquired			62,000,000	20,100,000				18,800,000
Cash paid for property				4,400,000		10,600,000		5,400,000
Revolving credit facility		75,000,000							25,000,000	25,000,000
Mortgage debt assumed				15,700,000
Number of Advised Funds own the property				2
Mortgage loan amount								12,500,000
Total revenues of consolidated statements of operations					2,000,000		325,000
Net loss of consolidated statements of operations					$ 568,000		$ 98,000
Number of non-core, single-tenant assets sold	2

XML

Earnings Per Share (Schedule Of Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
Summary Of Significant Accounting Policies [Abstract]
Income from continuing operations attributable to common stockholders	$ 1,023		$ 703		$ 3,726		$ 2,458
Less: Dividends attributable to unvested restricted stockholders	(88)		(41)		(178)		(124)
Basic and Diluted - Income from continuing operations	935		662		3,548		2,334
Basic and Diluted - Income from discontinued operations			415				562
Net income attributable to common stockholders after allocation to participating securities	$ 935		$ 1,077		$ 3,548		$ 2,896
Basic and Diluted - Weighted average shares outstanding	14,051	[1]	11,393	[1]	12,294	[1]	11,381	[1]
Income from continuing operations attributable to common stockholders	$ 0.07		$ 0.06		$ 0.29		$ 0.21
Income from discontinued operations attributable to common stockholders			$ 0.04				$ 0.05
Net income attributable to common stockholders	$ 0.07		$ 0.10		$ 0.29		$ 0.26
Nonvested Restricted Shares	440		207		297		207

[1] Weighted average shares outstanding do not include unvested restricted shares totaling 440 and 207 for the three months ended September 30, 2012, and 2011, respectively and 297 and 207 for the nine months ended September 30, 2012 and 2011, respectively.

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Land	$ 138,404	$ 138,404
Buildings	172,699	172,146
Tenant improvements	16,136	14,483
Real estate investments at cost, gross	327,239	325,033
Less accumulated depreciation and amortization	(38,068)	(33,865)
Real estate investments at cost, net	289,171	291,168
Acquired lease intangibles, net	8,437	10,139
Investments in Advised Funds	8,062	8,322
Net real estate investments	305,670	309,629
Cash and cash equivalents	12,324	1,050
Tenant and accounts receivable, net	4,222	4,340
Accounts receivable - related party, net	1,054	645
Notes receivable, net	2,634	3,412
Notes receivable - related party, net	7,391	6,513
Deferred costs, net	3,449	2,887
Other assets	2,726	2,134
TOTAL ASSETS	339,470	330,610
Liabilities:
Notes payable	161,995	201,658
Accounts payable and other liabilities	7,689	8,007
Acquired below-market lease intangibles, net	1,800	2,021
TOTAL LIABILITIES	171,484	211,686
Stockholders' equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued
Capital in excess of par value	245,184	192,005
Accumulated distributions in excess of earnings	(77,360)	(73,197)
TOTAL STOCKHOLDERS' EQUITY	167,986	118,924
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	339,470	330,610
Class A Common Stock [Member]
Stockholders' equity:
Common stock	117	116
Class B Common Stock [Member]
Stockholders' equity:
Common stock	$ 45

XML

Acquired Lease Intangibles (Narrative) (Details)	9 Months Ended
	Sep. 30, 2012
Minimum [Member]
Acquired Lease Intangibles [Line Items]
Amortization period of acquired lease intangible assets	1 month
Maximum [Member]
Acquired Lease Intangibles [Line Items]
Amortization period of acquired lease intangible assets	25 years

XML

Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net income	$ 3,726	$ 3,020
Adjustments to reconcile net income to net cash provided by operating activities:
Proceeds from sale of real estate acquired for resale		2,417
Gain on sale of real estate acquired for resale		(417)
Impairment (recovery) - notes receivable	(443)
Bad debt expense (recoveries)	92	(336)
Loss from Advised Funds	128	324
Cash receipts for related party fees	46	6
Depreciation and amortization	6,980	6,313
Amortization of deferred compensation	555	418
Decrease (increase) in tenant and accounts receivable	(82)	1,517
Increase in accounts receivable - related party	(1,801)	(225)
Increase in other assets	(665)	(1,558)
Increase (decrease) in accounts payable and other liabilities	(657)	1,093
Net cash provided by operating activities	7,879	12,572
Cash flows from investing activities:
Improvements to real estate, including leasing costs	(3,161)	(1,588)
Net cash paid for acquisition of investment properties		(21,594)
Additions to furniture, fixtures and equipment	(17)	(42)
Notes receivable collections	1,115
Investments in and advances to Advised Funds	(1,420)	(1,366)
Distributions and payments from Advised Funds	2,234	1,016
Cash received from qualified intermediary		9,370
Net cash used in investing activities	(1,249)	(14,204)
Cash flows from financing activities:
Proceeds from notes payable	25,600	31,225
Payments of notes payable	(65,170)	(21,937)
Payments for financing costs	(981)	(37)
Issuance of shares of class B common stock	58,146
Issuance costs	(4,996)
Retirement of shares of class A common stock	(66)
Common dividends paid	(7,889)	(6,958)
Net cash provided by financing activities	4,644	2,293
Net increase in cash and cash equivalents	11,274	661
Cash and cash equivalents, beginning of period	1,050	655
Cash and cash equivalents, end of period	12,324	1,316
Supplemental schedule of cash flow information:
Interest	7,604	6,715
Taxes	251	562
Deferred compensation recorded upon issuance of restricted shares of common stock	5,299	762
Reclassification of tenant and accounts receivable to notes receivable	136
Reclassification of accounts receivable - related party to notes receivable - related party	1,392
Assumption of debt associated with the acquisition of The Market at Lake Houston		15,675
Stock issuance costs included in accounts payable	$ 414

XML

Segment Reporting (Narrative) (Details)	9 Months Ended
	Sep. 30, 2012 item
Segment Reporting Information [Line Items]
Number of high net worth investment funds	4
Number of joint ventures	3
Maximum [Member] | Advised Funds [Member]
Segment Reporting Information [Line Items]
Average holding period of advised funds (in years)	4 years
Minimum [Member] | Advised Funds [Member]
Segment Reporting Information [Line Items]
Average holding period of advised funds (in years)	2 years

XML

Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)	1 Months Ended	9 Months Ended		12 Months Ended		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended
	May 31, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Dec. 31, 2010	Aug. 31, 2011 AIGF [Member]	Sep. 30, 2012 AIGF [Member]	Sep. 30, 2012 AIGF [Member]	Dec. 31, 2010 AIGF [Member]	Sep. 30, 2012 Minimum [Member] Buildings [Member]	Sep. 30, 2012 Maximum [Member] Buildings [Member]	Sep. 30, 2012 Maximum [Member] Site Improvements [Member]	Sep. 30, 2012 Notes Receivable From Tenants [Member]	Sep. 30, 2011 Notes Receivable From Tenants [Member]	Dec. 31, 2011 Notes Receivable From Tenants [Member]
Summary Of Significant Accounting Policies [Line Items]
Percentage rents		$ 134,000	$ 95,000
Lease termination fee income		0	109,000
Period of time from the date of development completion		1 year
Estimated useful life in years										39 years	50 years	20 years
Due from sale of land		2,500,000
Asset impairment charges					1,300,000				500,000
Impairment recovery of notes receivable	229,000			1,100,000				214,000
Proceeds from borrower of notes receivable	1,000,000	1,115,000				2,300,000
Notes receivables from various tenants													146,000
Allowance for uncollectible notes receivable		1,334,000	1,788,000	1,780,000	2,068,000								54,000		29,000
Bad debt expense													28,000
Bad debt recoveries														71,000
Interest income							140,000	140,000
Offering costs		5,400,000
Interest rate swap, notional amount			17,000,000
Interest rate swap, fixed interest rate			5.11%
Interest paid related to swap			$ 298,000

XML

Summary Of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Policies [Abstract]

Schedule Of Allowances For Uncollectible Accounts Related To Tenant Receivables

	Nine months ended September 30,
	2012		2011
Beginning balance	$	1,780	$	2,068
Additional reserves		380		429
Collections/reversals		(291)		(694)
Write-offs		(535)		(15)
Ending balance	$	1,334	$	1,788

Schedule Of Notes Receivable Due From Related Parties

	September 30, 2012			December 31, 2011
	Face		Carrying	Face		Carrying
Related Party	Amount	Reserve (1)	Amount	Amount	Reserve (1)	Amount
AIGF	$               -	$               -	$               -	$       2,488	$        (619)	$       1,869
MIG III	4,510	(356)	4,154	3,218	(356)	2,862
MIG IV	3,498	(261)	3,237	2,026	(244)	1,782
Total	$       8,008	$        (617)	$       7,391	$       7,732	$     (1,219)	$       6,513

______________

(1) A portion of these reserve balances represents the amount by which losses recognized on our equity investment in the entity exceeds our basis in the equity investment. GAAP provides that, to the extent that such an ‘excess loss’ exists and we have made an additional investment in the entity via a loan, that excess loss should be recorded as a reduction in the basis of the loan. Included in the reserve balances for the AIGF, MIG III and MIG IV loans are $0, $356 and $261 for such losses as of September 30, 2012, and $55, $356 and $244 for such losses as of December 31, 2011, respectively. We do not believe that these reserves are indicative of the ultimate collectability of these receivables.

XML

Summary Of Significant Accounting Policies (Schedule Of Allowances For Uncollectible Accounts Related To Tenant Receivables) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Summary Of Significant Accounting Policies [Abstract]
Beginning balance	$ 1,780	$ 2,068
Additional reserves	380	429
Collections/reversals	(291)	(694)
Write-offs	(535)	(15)
Ending balance	$ 1,334	$ 1,788

XML

Real Estate Acquisitions, Dispositions And Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2012

Real Estate Acquisitions, Dispositions And Discontinued Operations [Abstract]

Pro Forma Results Of Operations In Connection With Acquisitions

			Pro forma adjustments to historical results
	Historical		Market at		Brookwood		Alpharetta		Pro forma
	results		Lake Houston		Village		Commons		results
Three months ended September 30, 2011
Total revenues	$	9,632	$	-	$	-	$	163	$	9,795
Net income available to
stockholders	$	1,118	$	-	$	-	$	4	$	1,122
Nine months ended September 30, 2011
Total revenues	$	27,150	$	315	$	350	$	917	$	28,732
Net income available to
stockholders	$	3,020	$	(66)	$	(23)	$	(206)	$	2,725

Schedule Of Discontinued Operations

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Revenues:
Rental income from operating leases	$	-	$	4	$	-	$	201
Total revenues		-		4		-		201
Expenses:
General and administrative		-		(3)		-		(3)
Property expense		-		1		-		2
Legal and professional		-		8		-		43
Depreciation and amortization		-		-		-		13
Total expenses		-		6		-		55
Operating income		-		(2)		-		146
Other income (expense):
Interest and other income		-		-		-		4
State income taxes		-		-		-		(5)
Income (loss) from discontinued operations, net
of taxes	$	-	$	(2)	$	-	$	145
Gain on sale of real estate acquired for resale, net
of taxes		-		417		-		417
Income from discontinued operations	$	-	$	415	$	-	$	562
Basic and diluted income from discontinued operations
per share	$	-	$	0.04	$	-	$	0.05

XML

Our Business And Our Recent History

9 Months Ended

Sep. 30, 2012

Our Business And Our Recent History [Abstract]

Our Business And Our Recent History

1. OUR BUSINESS AND OUR RECENT HISTORY

Our Business

We are a full service, vertically integrated and self-administered REIT that owns, operates, acquires and selectively develops and redevelops primarily neighborhood and community shopping centers located in high-traffic, densely populated, affluent areas with high barriers to entry. We seek to own properties in major cities in the United States that contain submarkets with characteristics comparable to our existing markets. Our shopping centers are often anchored by strong national and local retailers, including supermarket chains, drug stores and other necessity-based retailers. Our remaining tenants consist primarily of specialty retailers and national and local restaurants. Over our 28-year history, we have acquired, owned and operated retail properties across 19 states. We have elected to be taxed as a REIT for federal income tax purposes.

Our investment focus is predominantly concentrated in the affluent, high-growth submarkets of Houston, Dallas, San Antonio, Austin and Atlanta (collectively, our core markets), which represent five of the top population and job growth markets in the United States. We believe these metropolitan areas are compelling real estate markets given their favorable demographics, robust job growth and large and diverse economies. The primary economic drivers in these markets are transport and utilities (including energy), government (including defense), education and healthcare, professional and business services, and leisure and hospitality. We intend to continue to acquire additional properties within our core markets. Our targeted properties will include premier retail frontage locations in high-traffic, highly populated, affluent areas with high barriers to entry.

As of September 30, 2012, our portfolio consisted of 29 wholly-owned properties with approximately 1.2 million square feet of GLA. In addition to our portfolio, we have an advisory services business that provides a full suite of real estate services to the properties within our wholly-owned portfolio as well as to seven real estate funds in which we have varying ownership interests and that we manage on behalf of institutional and individual high-net-worth investors, which we collectively refer to as our Advised Funds. The investment strategy of the Advised Funds is focused upon the development and re-development of retail and mixed-use properties situated on premium-quality locations. As of September 30, 2012, our Advised Funds held all or a portion of ownership in 17 properties.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, shares outstanding	16,123,288
Class A Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	11,657,563	11,598,959
Common stock, shares outstanding	11,657,563	11,598,959
Class B Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	4,465,725	0
Common stock, shares outstanding	4,465,725	0

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

11. RELATED PARTY TRANSACTIONS

See Note 5 regarding investments in our Advised Funds, Note 2 regarding notes receivable from affiliates and Note 4 for a discussion of our acquisition of The Market at Lake Houston.

The table below details our income and administrative cost reimbursements from the Advised Funds for the three and nine months ended September 30, 2012 and 2011 (in thousands):

		Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Real estate fee income(1)	$	738	$	534	$	2,330	$	1,917
Asset management fee income(2)		155		231		466		833
Construction management fee income(3)		64		53		177		181
Advisory services income - related party	$	957	$	818	$	2,973	$	2,931
Reimbursements of administrative costs	$	231	$	199	$	641	$	555

______________

(1) We earn real estate fee income by providing property acquisition, leasing and property management services to our Advised Funds. We own 100% of the entities that serve as the general partner for the funds.

(2) We earn asset management fees from our Advised Funds for providing accounting related and investor relation services, facilitating the deployment of capital and other services provided in conjunction with operating the funds.

(3)We earn construction management fees by managing construction and tenant build-out projects on behalf of our Advised Funds.

XML

Document And Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 13, 2012 Class A Common Stock [Member]	Nov. 13, 2012 Class B Common Stock [Member]
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Entity Registrant Name	AmREIT, Inc.
Entity Central Index Key	0001397807
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,657,563	4,465,725
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

XML

Concentrations

9 Months Ended

Sep. 30, 2012

Concentrations [Abstract]

Concentrations

12. CONCENTRATIONS

As of September 30, 2012, two properties individually accounted for more than 10% of our consolidated total assets – Uptown Park in Houston, Texas and MacArthur Park in Dallas, Texas, which accounted for 18% and 15% of total assets, respectively. Consistent with our strategy of investing in geographic areas that we know well, 19 of our properties are located in the Houston metropolitan area. These Houston properties represent 62.4% and 64.2% of our rental income for the nine months ended September 30, 2012 and 2011, respectively. Houston is Texas’ largest city and the fourth largest city in the United States.

Following are the base revenues generated by our top ten tenants for the three and nine months ended September 30, 2012 and 2011 (in thousands):

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Kroger	$	529	$	529	$	1,587	$	1,587
Landry’s (1)		313		291		944		839
CVS/pharmacy		306		306		917		809
H-E-B		277		277		832		661
Publix(2)		195		-		586		136
Hard Rock Café		124		124		373		373
TGI Friday’s		115		113		340		338
The Container Store(3)		112		-		336		-
Champps Americana		106		106		317		318
Golden Corral		105		105		315		315
	$	2,182	$	1,851	$	6,547	$	5,376

______________

(1)Includes tenants owned by Landry's, including Landry's Seafood House, McCormick & Schmicks, Mortons and The Grotto.

(2)Publix, a regional grocer, is the anchor tenant at Alpharetta Commons, which was acquired in July 2011.

(3)Rent commenced on a new lease with The Container Store in Houston, Texas in November 2011.

XML

Consolidated Statements Of Operations (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
Revenues:
Rental income from operating leases	$ 9,070,000		$ 8,814,000		$ 26,975,000		$ 24,110,000
Advisory services income - related party	957,000		818,000		2,973,000		2,931,000
Lease termination fee income					0		109,000
Total revenues	10,027,000		9,632,000		29,948,000		27,150,000
Expenses:
General and administrative	1,764,000		1,485,000		4,806,000		4,195,000
Property expense	2,380,000		2,236,000		6,792,000		5,913,000
Legal and professional	227,000		266,000		677,000		788,000
Real estate commissions	129,000		106,000		268,000		292,000
Acquisition costs			107,000				222,000
Depreciation and amortization	2,216,000		2,122,000		6,563,000		6,071,000
Impairment recovery - notes receivable	(214,000)				(443,000)
Total expenses	6,502,000		6,322,000		18,663,000		17,481,000
Operating income	3,525,000		3,310,000		11,285,000		9,669,000
Other income (expense):
Interest and other income	125,000		126,000		362,000		383,000
Interest and other income - related party	236,000		123,000		393,000		184,000
Loss from Advised Funds	(26,000)		(74,000)		(128,000)		(324,000)
State income taxes	(74,000)		(134,000)		(194,000)		(188,000)
Interest expense	(2,763,000)		(2,648,000)		(7,992,000)		(7,266,000)
Income from continuing operations	1,023,000		703,000		3,726,000		2,458,000
Income (loss) from discontinued operations, net of taxes			(2,000)				145,000
Gain on sale of real estate acquired for resale, net of taxes			417,000				417,000
Income from discontinued operations			415,000				562,000
Net income	$ 1,023,000		$ 1,118,000		$ 3,726,000		$ 3,020,000
Net income per share of common stock - basic and diluted
Income before discontinued operations	$ 0.07		$ 0.06		$ 0.29		$ 0.21
Income from discontinued operations			$ 0.04				$ 0.05
Net income	$ 0.07		$ 0.10		$ 0.29		$ 0.26
Weighted average shares of common stock used to compute net income per share, basic and diluted	14,051	[1]	11,393	[1]	12,294	[1]	11,381	[1]
Distributions per share of common stock	$ 0.20		$ 0.20		$ 0.60		$ 0.60

[1] Weighted average shares outstanding do not include unvested restricted shares totaling 440 and 207 for the three months ended September 30, 2012, and 2011, respectively and 297 and 207 for the nine months ended September 30, 2012 and 2011, respectively.

XML

Acquired Lease Intangibles

9 Months Ended

Sep. 30, 2012

Acquired Lease Intangibles [Abstract]

Acquired Lease Intangibles

6. ACQUIRED LEASE INTANGIBLES

We identify and record the value of acquired lease intangibles at the property acquisition date. Such intangibles include the value of acquired in-place leases and above and below-market leases. Acquired lease intangibles are amortized over the leases’ remaining terms, which generally range from one month to 25 years. Below market lease amortization includes fixed-rate renewal periods where we believe the tenant is reasonably compelled to renew the lease.

Balance Sheet Presentation

Total in-place and above and below-market lease amounts and their respective accumulated amortization as of September 30, 2012 and December 31, 2011 are as follows (in thousands):

	September 30, 2012		December 31, 2011
Acquired lease intangible assets:
In-place leases	$	21,807	$	22,720
In-place leases – accumulated amortization		(13,696)		(12,978)
Above-market leases		2,184		2,247
Above-market leases – accumulated amortization		(1,858)		(1,850)
Acquired leases intangibles, net	$	8,437	$	10,139
Acquired lease intangible liabilities:
Below-market leases	$	4,509	$	4,623
Below-market leases – accumulated amortization		(2,709)		(2,602)
Acquired below-market lease intangibles, net	$	1,800	$	2,021

Income Statement Presentation

The following table details our amortization related to in-place leases and above and below-market leases as well as the presentation of such amounts in our consolidated statements of operations for the three and nine months ended September 30, 2012 and 2011 (in thousands):

	Presentation	2012		2011
Three months ended September 30,
In-place leases	amortization expense	$	565	$	674
Above-market leases	reduction of rental income	$	24	$	49
Below-market leases	increase in rental income	$	72	$	67
Nine months ended September 30,
In-place leases	amortization expense	$	1,631	$	988
Above-market leases	reduction of rental income	$	71	$	60
Below-market leases	increase in rental income	$	221	$	128

XML

Investments In Advised Funds

9 Months Ended

Sep. 30, 2012

Investments In Advised Funds [Abstract]

Investments In Advised Funds

5. INVESTMENTS IN ADVISED FUNDS

As of September 30, 2012, our Advised Funds included four high net worth investment funds, one institutional joint venture with J.P. Morgan Investment Management, one institutional joint venture with AEW Capital and one joint venture with two of our high net worth investment funds, MIG III and MIG IV. Our Advised Funds are accounted for under the equity method as we exercise significant influence over, but do not control, the investee. We record our pro rata share of income or loss from the underlying entities based on our ownership interest.

High Net Worth Investment Funds

In August 2012, AIGF, one of our high net worth investment funds, sold its remaining real estate asset, and the fund was liquidated. We received approximately $2.3 million as final payment of AIGF’s note receivable and related accrued interest. See also “Notes Receivable – Related Party” in Note 2 above.

Our remaining four high net worth investment funds are limited partnerships, wherein each of the unrelated limited partners have the right, with or without cause, to remove and replace the general partner by a vote of the unrelated limited partners owning a majority of the outstanding units. These high net worth investment funds were formed to develop, own, manage and add value to properties with an average holding period of two to four years. Our interests in these limited partnerships range from 2.1% to 3.0%. As a sponsor of our Advised Funds, we maintain a 1% general partner interest in each of the Advised Funds. The funds are typically structured such that the limited partners receive 99% of the available cash flow until 100% of their original invested capital has been returned and a preferred return has been met. Once the preferred return has been met, the general partner begins sharing in the available cash flow at various promoted levels.

MIG – MIGC, our wholly-owned subsidiary, invested $200,000 as a limited partner and $1,000 as a general partner in MIG. We currently own a 1.4% limited partner interest in MIG. MIG was originally scheduled to begin liquidation in November 2009; however, the liquidation commencement date has been extended to March 2013, pursuant to the approval of a majority of the limited partners. Pursuant to the MIG limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC as, if and when the annual return thresholds have been achieved by the limited partners.

MIG II – MIGC II, our wholly-owned subsidiary, invested $400,000 as a limited partner and $1,000 as a general partner in MIG II. We currently own a 1.6% limited partner interest in MIG II. MIG II was originally scheduled to begin liquidation in March 2011; however, the liquidation commencement date has been extended to March 2013, pursuant to the approval of a majority of the limited partners. Pursuant to the MIG II limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC II as, if and when the annual return thresholds have been achieved by the limited partners.

MIG III – MIGC III, our wholly-owned subsidiary, invested $800,000 as a limited partner and $1,000 as a general partner in MIG III. We currently own a 1.1% limited partner interest in MIG III. Once the liquidation commencement begins, we, as general partner, will begin to actively market all operating properties, complete all development and redevelop projects and wind up operations in an orderly fashion, which may take months or years to complete. MIG III has a liquidation commencement date of October 31, 2012, and we have initiated a strategic plan to maximize the value of this fund; however, we may seek to retroactively extend the liquidation commencement date, subject to approval by a majority of the limited partners, if attractive market sales opportunities do not materialize over the next few months.Pursuant to the MIG III limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC III as, if and when the annual return thresholds have been achieved by the limited partners.

MIG IV – MIGC IV, our wholly-owned subsidiary, invested $800,000 as a limited partner and $1,000 as a general partner in MIG IV. We currently own a 1.6% limited partner interest in MIG IV. MIG IV is scheduled to commence liquidation in November 2013; however, we may extend the liquidation commencement date, subject to approval by a majority of the limited partners. Once the liquidation commencement begins, we, as general partner, will begin to actively market all operating properties, complete all development and redevelop projects and wind up operations in an orderly fashion, which may take months or years to complete. Pursuant to the MIG IV limited partnership agreement, net sales proceeds from its liquidation will be allocated to the limited partners and to MIGC IV as, if and when the annual return thresholds have been achieved by the limited partners.

The following table sets forth certain interest and sharing information for theMIG, MIG II, MIG III and MIG IV Advised Funds:

			Sharing Ratios(1)
Advised Fund	LP interest	GP interest	LP	GP	LP Preference
MIG	1.40%	1.00%	99%	1%	8%
			90%	10%	10%
			80%	20%	12%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG II	1.60%	1.00%	99%	1%	8%
			85%	15%	12%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG III	1.10%	1.00%	99%	1%	10%
			0%	100%	40% Catch Up
			60%	40%	Thereafter
MIG IV	1.60%	1.00%	99%	1%	8.50%
			0%	100%	40% Catch Up
			60%	40%	Thereafter

______________

(1) Using MIG as an example of how the sharing ratios and LP preference provisions are applied, the LPs share in 99% of the cash distributions until they receive an 8% preferred return. The LPs share in 90% of the cash distributions until they receive a 10% preferred return and so on.

Joint Ventures

AmREIT Woodlake, L.P. – In 2007, we invested $3.4 million in AmREIT Woodlake L.P., for a 30% limited partnership interest. AmREIT Woodlake, L.P. was formed in 2007 to acquire, lease and manage Woodlake Square, a grocery-anchored shopping center located in Houston, Texas. In June 2008, we sold two-thirds (a 20% limited partnership interest) of our interest in Woodlake Square to MIG IV. Pursuant to the purchase agreement, the interest in the property was sold at its carrying value, resulting in no gain or loss to us. In July 2010, we and our affiliated partners entered into a joint venture with a third-party institutional partner wherein the partner acquired a 90% interest in the joint venture. As a result of this transaction, we now hold a 1% interest in Woodlake Square, which carries a promoted interest in profits and cash flows once an 11.65% return is met on the project.

AmREIT Westheimer Gessner, L.P. – In 2007, we invested $3.8 million in AmREIT Westheimer Gessner, LP, for a 30% limited partner interest in the partnership. AmREIT Westheimer Gessner, L.P. was formed in 2007 to acquire, lease and manage the Woodlake Pointe Shopping Center, a shopping center located on the west side of Houston, Texas. In June 2008, we sold two-thirds of our interest (a 20% limited partner interest) in the Woodlake Pointe Shopping Center to MIG IV. Pursuant to the purchase agreement, our interest in the property was sold at its carrying value, resulting in no gain or loss to us. We now hold a 10% interest in the Woodlake Pointe Shopping Center.

AmREIT SPF Shadow Creek, L.P. – In 2009, we acquired a 10% investment in AmREIT SPF Shadow Creek, L.P., which was formed to acquire, lease and manage Shadow Creek Ranch, a shopping center located in Pearland, Texas. The investment was recorded at $5.8 million on the date of the acquisition, net of acquisition costs of $441,000, which were recorded as an other-than-temporary impairment.

XML

2012 Offering (Tables)

9 Months Ended

Sep. 30, 2012

2012 Offering [Abstract]

Schedule Of Common Stock

Shares of Class A common stock (adjusted for the one-for-two reverse stock split)	11,657,563
Shares of Class B common stock issued in connection with our 2012 Offering	3,650,000
Shares of restricted Class B common stock issued to officers and directors in connection
with our 2012 Offering	312,499
Shares of Class B common stock issued pursuant to exercise of the underwriters over-
allotment option	503,226
Total shares of common stock outstanding subsequent to our 2012 Offering	16,123,288

XML

Commitments And Contingencies

9 Months Ended

Sep. 30, 2012

Commitments And Contingencies [Abstract]

Commitments And Contingencies

13. COMMITMENTS AND CONTINGENCIES

As the owner or operator of real property, we may incur liability based on various property conditions and may be subject to liability for personal injury or property damage sustained as a result. In addition, we are subject to ongoing compliance requirements imposed on us by environmental laws. We are not aware of any environmental matters or liabilities with respect to our properties that would have a material adverse effect on our consolidated financial statements.

We are involved in various matters of litigation arising in the normal course of business; however, we believe that we maintain sufficient comprehensive, general liability and extended insurance coverage as deemed necessary with respect to our properties. We believe that no estimate of loss or range of loss, if any, can be made at this time for such matters; however, our management, based in part upon consultation with legal counsel, is of the opinion that, when such litigation is resolved, any liability in excess of amounts covered by insurance or already accrued in our consolidated financial statements, if any, will not have a material effect on our consolidated financial statements.

XML

Earnings Per Share

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Earnings Per Share

9. EARNINGS PER SHARE

We report both basic and diluted EPS using the two-class method as required under GAAP. The two-class method is an earnings allocation method for computing EPS when an entity’s capital structure includes either two or more classes of common stock or includes common stock and participating securities. The two-class method determines EPS based on distributed earnings (i.e. dividends declared on common stock and any participating securities) and undistributed earnings. Our unvested restricted shares contain rights to receive non-forfeitable dividends and thus are participating securities. Undistributed losses are not allocated to participating securities under the two-class method unless the participating security has a contractual obligation to share in losses on a basis that is objectively determinable. Pursuant to the two-class method, our unvested shares of restricted stock have not been allocated any undistributed losses.

As further described in Note 3, we completed a one-for-two reverse stock split of our Class A common stock on July 23, 2012 in connection with our 2012 Offering. Accordingly, all Class A share amounts and related per share data, including our EPS data below have been presentedto reflect the reverse stock split. The following table provides a reconciliation of net income from continuing operations and the number of shares of common stock used in the computations of basic and diluted EPS under the two-class method (in thousands, except per share amounts):

		For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
Continuing Operations
Income from continuing operations attributable
to common stockholders	$	1,023	$	703	$	3,726	$	2,458
Less: Dividends attributable to unvested
restricted stockholders		(88)		(41)		(178)		(124)
Basic and Diluted — Income from
continuing operations		935		662		3,548		2,334
Discontinued Operations
Basic and Diluted — Income from
discontinued operations		-		415		-		562
Net income attributable to common
stockholders after allocation to
participating securities	$	935	$	1,077	$	3,548	$	2,896
Number of Shares:
Basic and Diluted — Weighted average shares
outstanding(1)		14,051		11,393		12,294		11,381
Basic and Diluted Earnings Per Share
Income from continuing operations attributable
to common stockholders	$	0.07	$	0.06	$	0.29	$	0.21
Income from discontinued operations
attributable to common stockholders	$	-	$	0.04	$	-	$	0.05
Net income attributable to common
stockholders	$	0.07	$	0.10	$	0.29	$	0.26

______________

(1)Weighted average shares outstanding do not include unvested restricted shares totaling 440 and 207 for the three months ended September 30, 2012, and 2011, respectivelyand 297 and 207 for the nine months ended September 30, 2012 and 2011, respectively.

XML

Segment Reporting (Summary Of Segment Results) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Segment Reporting Information [Line Items]
Rental income from operating leases	$ 9,070,000	$ 8,814,000	$ 26,975,000	$ 24,110,000
Advisory services income - related party	957,000	818,000	2,973,000	2,931,000
Lease termination fee income			0	109,000
Total revenue	10,027,000	9,632,000	29,948,000	27,150,000
General and administrative	1,764,000	1,485,000	4,806,000	4,195,000
Property expense	2,380,000	2,236,000	6,792,000	5,913,000
Legal and professional	227,000	266,000	677,000	788,000
Real estate commissions	129,000	106,000	268,000	292,000
Acquisition costs		107,000		222,000
Depreciation and amortization	2,216,000	2,122,000	6,563,000	6,071,000
Impairment recovery - notes receivable	(214,000)		(443,000)
Total expenses	6,502,000	6,322,000	18,663,000	17,481,000
Interest expense	(2,763,000)	(2,648,000)	(7,992,000)	(7,266,000)
Other income/(expense)	261,000	41,000	433,000	55,000
Income (loss) from continuing operations	1,023,000	703,000	3,726,000	2,458,000
Portfolio [Member]
Segment Reporting Information [Line Items]
Rental income from operating leases	9,020,000	8,760,000	26,826,000	23,958,000
Lease termination fee income				109,000
Total revenue	9,020,000	8,760,000	26,826,000	24,067,000
General and administrative	691,000	554,000	1,640,000	1,482,000
Property expense	2,370,000	2,221,000	6,771,000	5,873,000
Legal and professional	198,000	247,000	608,000	736,000
Acquisition costs		107,000		222,000
Depreciation and amortization	2,210,000	2,116,000	6,545,000	6,053,000
Impairment recovery - notes receivable	(214,000)		(443,000)
Total expenses	5,255,000	5,245,000	15,121,000	14,366,000
Interest expense	(2,763,000)	(2,648,000)	(7,992,000)	(7,266,000)
Other income/(expense)	287,000	125,000	559,000	369,000
Income (loss) from continuing operations	1,289,000	992,000	4,272,000	2,804,000
Advisory Services [Member] | Real Estate Operating And Development [Member]
Segment Reporting Information [Line Items]
Rental income from operating leases	50,000	54,000	149,000	152,000
Advisory services income - related party	802,000	587,000	2,507,000	2,098,000
Total revenue	852,000	641,000	2,656,000	2,250,000
General and administrative	1,043,000	902,000	3,085,000	2,622,000
Property expense	10,000	15,000	21,000	40,000
Legal and professional	27,000	17,000	66,000	49,000
Real estate commissions	129,000	106,000	268,000	292,000
Depreciation and amortization	6,000	6,000	18,000	18,000
Total expenses	1,215,000	1,046,000	3,458,000	3,021,000
Other income/(expense)		3,000	2,000	10,000
Income (loss) from continuing operations	(363,000)	(402,000)	(800,000)	(761,000)
Advisory Services [Member] | Advised Funds [Member]
Segment Reporting Information [Line Items]
Advisory services income - related party	155,000	231,000	466,000	833,000
Total revenue	155,000	231,000	466,000	833,000
General and administrative	30,000	29,000	81,000	91,000
Legal and professional	2,000	2,000	3,000	3,000
Total expenses	32,000	31,000	84,000	94,000
Other income/(expense)	(26,000)	(87,000)	(128,000)	(324,000)
Income (loss) from continuing operations	$ 97,000	$ 113,000	$ 254,000	$ 415,000

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

7. FAIR VALUE MEASUREMENTS

GAAP emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. GAAP requires the use of observable market data, when available, in making fair value measurements. Observable inputs are inputs that the market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of ours. When market data inputs are unobservable, we utilize inputs that we believe reflect our best estimate of the assumptions market participants would use in pricing the asset or liability. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access.

• Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

• Level 3 – Unobservable inputs for the asset or liability, which are typically based on the company’s own assumptions, as there is little, if any, related market activity.

The following table presents our assets and liabilities and related valuation inputs within the fair value hierarchy utilized to measure fair value as of September 30, 2012, and December 31, 2011 (in thousands):

September 30, 2012	Level 1		Level 2		Level 3
Fixed-rate notes payable	$	-	$	171,729	$	-
December 31, 2011	Level 1		Level 2		Level 3
Notes receivable	$	-	$	3,288	$	-
Fixed-rate notes payable	$	-	$	150,839	$	-

Notes Receivable

During 2010, we recorded an impairment of $1.3 million on a $4.6 million note receivable related to the sale of a tract of land adjacent to our Uptown Plaza – Dallas property. During 2011, we recorded an impairment recovery of $1.1 million to reflect payments received on this note. As of December 31, 2011, the fair value of the note was $3.3 million based on an average, per-acre price of vacant tracts of land recently sold near downtown Dallas, Texas. In May 2012, the borrower made a $1.0 million payment, and we recorded an impairment recovery of $229,000. As of September 30, 2012, the fair value of the underlying collateral exceeded the note balance recorded on our balance sheet. We have concluded that our valuation of the seller-financing note as of December 31, 2011 is classified in Level 2 of the fair value hierarchy.

Notes Payable

Our notes payable consist of both variable-rate and fixed-rate notes; however, our only variable rate debt at September 30, 2012 is the $75.0 million Facility, which has no outstanding balance. Accordingly, its fair value is $0, which is also its carrying value. In determining the fair value of our fixed-rate notes, we determine the appropriate Treasury Bill Rate based on the remaining time to maturity for each of the debt instruments. We then add the appropriate yield spread to the Treasury Bill Rate. The yield spread is a risk premium estimated by investors to account for credit risk involved in debt financing. The spread is typically estimated based on the property type and loan-to-value ratio of the debt instrument. The result is an estimate of the market interest rate a typical investor would expect to receive given the underlying subject asset (property type) and remaining time to maturity. We believe the fair value of our notes payable is classified in Level 2 of the fair value hierarchy. Fixed-rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value at the time of acquisition.

XML

Notes Payable

9 Months Ended

Sep. 30, 2012

Notes Payable [Abstract]

Notes Payable

8. NOTES PAYABLE

Our outstanding debt as of September 30, 2012, and December 31, 2011, consisted of the following (in thousands):

	September 30, 2012		December 31, 2011
Fixed-rate mortgage loans	$	161,995	$	141,373
Variable-rate secured line of credit (1)		-		19,345
Variable-rate secured loans		-		40,940
Total	$	161,995	$	201,658

______________

(1) On August 1, 2012, we repaid the $25.0 million Facility with proceeds received from our 2012 Offering, and we subsequently entered into the $75.0 million Facility, $60.0 million of which is available to us based upon the value of our unencumbered asset pool. As of September 30, 2012, we have no borrowings outstanding under the $75.0 million Facility.

As of September 30, 2012, the  $75.0 million Facility was our primary source of additional credit. The $75.0 million Facility has a term of three years and has an accordion feature that may allow us to increase the availability by $75.0 million to $150.0 million provided we are not in default. We expect to use the $75.0 million Facility for general corporate purposes including debt financing, property acquisitions, new construction, renovations, expansions, tenant improvement costs and equity investments.

The $75.0 million Facility bears interest at LIBOR plus a margin of 205 basis points to 275 basis points, depending on our leverage ratio, and matures in August 2015. The amount available for us to borrow under the $75.0 million Facility at any given time will be subject to the lesser of the unencumbered asset property value at such time, the maximum commitment amount at such time or an amount that results in a debt service coverage ratio for the four preceding calendar quarters of less than 1.50 to 1.0.

Our ability to borrow under the $75.0 million Facility is subject to our ongoing compliance with a number of customary restrictive covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, a maximum recourse debt ratio, a minimum net worth and maximum dividend payout ratio. We also covenant that certain changes in our executive management team will not occur unless the departing executive management team member is replaced by a party reasonably acceptable to the administrative agent within 90 days of such departure. Additionally, it will constitute an event of default under the $75.0 million Facility if we default on any of our other indebtedness that equals or exceeds $1.0 million, including any indebtedness we have guaranteed.

In August 2012, we refinanced the debt securing our Uptown Plaza–Dallas property in the amount of $14.0 million. The new loan bears a fixed interest rate of 4.25% and includes monthly payments of principal and interest assuming 30-year amortization period with a final lump sum payment due August 10, 2022.

In February 2012, we refinanced the mortgage on our Brookwood Village property with a 10-year note that bears interest at 5.4% with monthly payments of principal and interest assuming 30-year amortization period with a final lump sum payment due February10, 2022.  

As of September 30, 2012, the weighted average interest rate on our fixed-rate debt was 5.0%, and the weighted average remaining life of such debt was 4.4 years.

XML

Stockholders' Equity And Noncontrolling Interest

9 Months Ended

Sep. 30, 2012

Stockholders' Equity And Noncontrolling Interest [Abstract]

Stockholders' Equity And Noncontrolling Interest

10. STOCKHOLDERS’ EQUITY

Common Stock

On July 23, 2012, we filed with the SDAT amendments to our charter that (i) renamed all of the issued and unissued shares of our common stock, par value $0.01 per share to “Class A common stock,” (ii) effected a 1-for-2 reverse stock split of our Class A common stock, and (iii) changed the par value of our Class A common stock to $0.01 per share after the reverse stock split. In addition, we filed with the SDAT articles supplementary to our charter that created a new class of common stock, par value $0.01 per share, entitled “Class B common stock.” The rights of the Class A common stockholders did not change with the change in the title of the class. Each share of Class B common stock has the following rights:

• the right to vote together with Class A common stockholders on all matters on which holders of our Class A and Class B common stock are entitled to vote;

• one vote with respect to all matters voted upon by our Class A and Class B common stockholders;

• the right to receive distributions equal to any distributions declared on shares of our Class A common stock; and

• liquidation rights equal to the liquidation rights of each share of Class A common stock.

Each of the articles of amendment and the articles supplementary were effective upon filing with the SDAT. All Class A share amounts and related per share data included in the consolidated financial statements and related footnotes have been presentedto reflect the reverse stock split.

In accordance with the amendments to our charter on July 23, 2012, we are authorized to issue 1,050,000,000 shares of capital stock consisting of 100,000,000 shares of Class A common stock, par value $0.01 per share, 900,000,000 shares of Class B common stock, par value $0.01 per share and 50,000,000 shares of preferred stock, par value $0.01 per share. As further described in Note 3, we completed the sale of 3,650,000 shares of our Class B common stock on August 1, 2012 in connection with our offering and sold an additional 503,226 shares of Class B common stock on August 24, 2012 pursuant to the exercise of the underwriters’ over-allotment option.  In connection with our 2012 Offering, we also issued 312,499 shares of restricted Class B common stock to our officers and directors that will vest over a ten-year period.

As of September 30, 2012 and December 31, 2011, there were 11,657,563 and 11,598,959 shares of our Class A common stock and 4,465,725 and 0 shares of our Class B common stock issued and outstanding, respectively. Our payment of any future dividends to our common stockholders is dependent upon applicable legal and contractual restrictions, as well as our earnings and financial needs.

Equity Incentive Plan

Our 1999 Flexible Incentive Plan is designed to attract and retain the services of our directors and employees that we consider essential to our long-term growth and success. As such, it is designed to provide them with the opportunity to own shares of our restricted common stock. All long-term compensation awards are designed to vest over a period of three to ten years and promote retention of our team. Effective July 23, 2012, we amended the 1999 Flexible Incentive Plan to provide that all future awards are in, or related to, shares of our Class B common stock.

Restricted Stock Issuances

Deferred compensation includes grants of restricted stock to our directors and officers as a form of long-term compensation. The share grants vest over a period of three to ten years. We determine the fair value of the restricted stock as the number of shares awarded multiplied by the fair value per share of our common stock on the grant date. We amortize such fair value ratably over the vesting periods of the respective awards.

The following table presents restricted share activity during the nine months ended September 30, 2012 and 2011:

	2012				2011
			Weighted				Weighted
	Non-vested		average grant		Non-vested		average grant
	Shares		date fair value		Shares		date fair value
Beginning of period		207,199	$	17.86		215,588	$	17.56
Granted		376,970		13.91		42,500		17.94
Vested		(41,653)		16.28		(48,280)		16.66
Forfeited		-		-		(2,609)		16.74
End of period		542,516	$	15.24		207,199	$	17.86

The total grant date fair value of shares vested during the nine months ended September 30, 2012 and 2011 was $678,000 and $804,000 respectively. Total compensation cost recognized related to restricted stock during the nine months ended September 30, 2012 and 2011, was $555,000 and $418,000, respectively. As of September 30, 2012, total unrecognized compensation cost related to restricted stock was $7.4 million, and the weighted average period over which we expect this cost to be recognized is 7.0 years.

XML

Our Business And Our Recent History (Narrative) (Details)	9 Months Ended
	Sep. 30, 2012 item state
Real Estate Properties [Line Items]
Number of top population and job growth markets	5
Number of states in which retail properties acquired historically	19
Real Estate Funds [Member]
Real Estate Properties [Line Items]
Number of real estate properties	17
Number of real estate funds	7
Wholly Owned Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	29
Square footage of GLA	1,200,000

XML

Notes Payable (Components Of Outstanding Debt) (Details) (USD $)	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2012 Fixed-Rate Mortgage Loans [Member]	Dec. 31, 2011 Fixed-Rate Mortgage Loans [Member]	Dec. 31, 2011 Variable-Rate Secured Line Of Credit [Member]		Dec. 31, 2011 Variable-Rate Secured Loans [Member]	Aug. 31, 2012 2012 Offering [Member]	Sep. 30, 2012 Previous Facility [Member]	Aug. 01, 2012 Previous Facility [Member]
Debt Instrument [Line Items]
Total	$ 161,995,000	$ 201,658,000	$ 161,995,000	$ 141,373,000	$ 19,345,000	[1]	$ 40,940,000
Revolving credit facility	75,000,000							75,000,000	25,000,000	25,000,000
Credit facility available								$ 60,000,000

[1] On August 1, 2012, we repaid the $25.0 million Facility with proceeds received from our 2012 Offering, and we subsequently entered into the $75.0 million Facility, $60.0 million of which is available to us based upon the value of our unencumbered asset pool. As of September 30, 2012, we have no borrowings outstanding under the $75.0 million Facility.

XML

Summary Of Significant Accounting Policies (Policy)

9 Months Ended

Sep. 30, 2012

Summary Of Significant Accounting Policies [Abstract]

Basis Of Presentation

Basis of Presentation

The accompanying consolidated financial statements included in this Quarterly Report as of and for the three and nine months ended September 30, 2012 and 2011, have been prepared pursuant to the rules and regulations of the SEC and are unaudited. In our opinion, the accompanying consolidated financial statements contain all normal and recurring items and adjustments necessary for their fair presentation. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from these statements pursuant to the SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. The consolidated financial statements include our accounts as well as the accounts of any subsidiaries in which we have a controlling financial interest. Investments in joint ventures and partnerships, where we have the ability to exercise significant influence but do not exercise financial and operating control, are accounted for using the equity method. The significant accounting policies of our non-consolidated entities are consistent with those of our subsidiaries in which we have a controlling financial interest. As of September 30, 2012, we did not have any interests in variable interest entities. All significant inter-company accounts and transactions have been eliminated through consolidation.

Use Of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash And Cash Equivalents

Cash and Cash Equivalents

We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of demand deposits at commercial banks and money market funds.

Financial Instruments

Financial Instruments

Our consolidated financial instruments consist of cash and cash equivalents, tenant and accounts receivable, accounts receivable – related party, notes receivable, notes receivable – related party, notes payable and accounts payable and other liabilities. Except for the notes payable, the carrying values are representative of the fair values due to the short term nature of the instruments and/or due to recent impairments. Our notes payable consist of both variable-rate and fixed-rate notes. The fair value of the variable-rate notes and revolving line of credit approximate their carrying values. See Note 7 for further discussion of the fair value of our notes payable.

Revenue Recognition

Revenue Recognition

Rental income from operating leases – We lease space to tenants under agreements with varying terms. Our leases are accounted for as operating leases, and, although certain leases of the properties provide for tenant occupancy during periods for which no rent is due and/or for changes in the minimum lease payments over the terms of the leases, revenue is recognized on a straight-line basis over the terms of the individual leases. Revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, possession or control occurs on the lease commencement date. In all cases, we have determined that we are the owner of any tenant improvements that we fund pursuant to the lease terms. In cases where significant tenant improvements are made prior to lease commencement, the leased asset is considered to be the finished space, and revenue recognition therefore begins when the improvements are substantially complete. Revenue from tenant reimbursements of taxes, maintenance expenses and insurance is recognized in the period the related expense is recorded. Additionally, certain of our lease agreements contain provisions that grant additional rents based upon tenants’ sales volumes (contingent or percentage rent). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. During the nine months ended September 30, 2012 and 2011, we recognized percentage rents of $134,000 and $95,000, respectively. Accrued rents are included in tenant and accounts receivable, net.

Lease termination income – We recognize lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured. Upon early lease termination, we provide for losses related to unrecovered intangibles and other assets. We recognized lease termination fees of $0 and $109,000 during the nine months ended September 30, 2012 and 2011, respectively.

Advisory services income – related party – We provide various real estate services, including development, construction management, property management, leasing and brokerage. The fees for these services are recognized as services are provided and are generally calculated as a percentage of revenues earned or to be earned or of property cost, as appropriate. We also earn asset management fees from certain of the Advised Funds for facilitating the deployment of capital and for monitoring the real estate investments. Asset management fees are calculated as a percentage of equity under management. See Note 11 for a detail of our advisory services income – related party.

Real Estate Investments

Real Estate Investments

Development Properties – Expenditures related to the development of real estate are capitalized as part of construction in progress, which includes carrying charges, primarily interest, real estate taxes and loan acquisition costs, and direct and indirect development costs related to buildings under construction. The capitalization of such costs ceases at the earlier of one year from the date of completion of major construction or when the property, or any completed portion, becomes available for occupancy. We capitalize costs associated with pending acquisitions of raw land once the acquisition of the property is determined to be probable. We did not capitalize any interest or taxes during the nine months ended September 30, 2012 or 2011.

Acquired Properties and Acquired Intangibles – We account for operating real estate acquisitions as an acquisition of a business as we believe most operating real estate meets the definition of a “business” under GAAP. Accordingly, we allocate the purchase price of acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values. Identifiable intangibles include amounts allocated to acquired above and below market leases, the value of in-place leases and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include (i) an estimate of carrying costs during the expected lease-up periods, considering market conditions, and (ii) costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to in-place lease value and above and below-market leases are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Below market leases include fixed-rate renewal periods where we believe the renewal is reasonably assured. Premiums or discounts on debt are amortized to interest expense over the remaining term of such debt. Costs related to acquiring operating properties are expensed as incurred.

Depreciation – Depreciation is computed using the straight-line method over an estimated useful life, generally, 39 to 50 years for buildings, up to 20 years for site improvements and over the term of the lease for tenant improvements. Leasehold estate properties, which are properties where we own the building and improvements and are subject to a ground lease because we do not own the related ground, are amortized over the life of the ground lease.

Impairment – We review our properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. We determine whether an impairment of value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the property, with the carrying value of the individual property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its fair value. We did not recognize any impairment charges during the nine months ended September 30, 2012 or 2011.

Tenant And Accounts Receivable

Tenant and Accounts Receivable

Included in tenant and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of tenant and accounts receivables is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels and current economic trends. Bad debt expenses and any recoveries related to tenant receivables are included in property expense, and bad debt expenses and any related recoveries on other accounts receivable are included in general and administrative expense.

The table below summarizes the activity within our allowance for uncollectible accounts for tenant receivables (in thousands):

	Nine months ended September 30,
	2012		2011
Beginning balance	$	1,780	$	2,068
Additional reserves		380		429
Collections/reversals		(291)		(694)
Write-offs		(535)		(15)
Ending balance	$	1,334	$	1,788

Notes Receivable

Notes Receivable

Included in notes receivable is a $2.5 million note due from the sale of a tract of land adjacent to our Uptown Plaza – Dallas property located outside of downtown Dallas, Texas. The note matured unpaid on December 31, 2010, and we recorded a $1.3 million impairment to reduce the value of the note to the fair value of the underlying collateral. During 2011, we recorded an impairment recovery of $1.1 million to reflect payments received on this note. Also during 2011, we entered into a new agreement with the borrower and extended the note to September 30, 2014. In May 2012, the borrower made a $1.0 million payment, and we recorded an impairment recovery of $229,000. The fair value of the underlying collateral now exceeds the remaining note balance.

Also included in notes receivable is $146,000 in notes receivable from various tenants. An allowance for the uncollectible portion of notes receivable from tenants is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. As of September 30, 2012 and December 31, 2011, we had an allowance for uncollectible notes receivable from tenants of $54,000 and $29,000, respectively. We recorded bad debt expense related to tenant notes receivable of $28,000during the nine months ended September 30, 2012 and bad debt recoveries of $71,000 during the nine months ended September 30, 2011.  

Notes Receivable - Related Party

Notes Receivable – Related Party

Included in notes receivable – related party are loans made to certain of our affiliated Advised Funds related to the acquisition or development of properties and the deferral of asset management fees. These loans bear interest at LIBOR plus a spread and are due upon demand. The notes are secured by the Advised Funds’ ownership interests in various unencumbered properties. The following is a summary of the notes receivable due from related parties (in thousands):

	September 30, 2012			December 31, 2011
	Face		Carrying	Face		Carrying
Related Party	Amount	Reserve (1)	Amount	Amount	Reserve (1)	Amount
AIGF	$               -	$               -	$               -	$       2,488	$        (619)	$       1,869
MIG III	4,510	(356)	4,154	3,218	(356)	2,862
MIG IV	3,498	(261)	3,237	2,026	(244)	1,782
Total	$       8,008	$        (617)	$       7,391	$       7,732	$     (1,219)	$       6,513

______________

(1) A portion of these reserve balances represents the amount by which losses recognized on our equity investment in the entity exceeds our basis in the equity investment. GAAP provides that, to the extent that such an ‘excess loss’ exists and we have made an additional investment in the entity via a loan, that excess loss should be recorded as a reduction in the basis of the loan. Included in the reserve balances for the AIGF, MIG III and MIG IV loans are $0, $356 and $261 for such losses as of September 30, 2012, and $55, $356 and $244 for such losses as of December 31, 2011, respectively. We do not believe that these reserves are indicative of the ultimate collectability of these receivables.

We recorded a $500,000 impairment on the note from AIGF during 2010. As a result, we ceased recording interest income on the note due from AIGF and, interest accruals were recorded directly to the reserve balance. In August 2012, we received approximately $2.3 million as final payment of the AIGF note receivable and related accrued interest. We recorded $140,000 in interest income and $214,000 in impairment recovery for the three and nine months ended September 30, 2012. The remaining balance, which had previously been reserved, was written off as uncollectible.

Offering Costs

Offering Costs

Issuance costs incurred for the purposes of raising capital through the sale of common shares are treated as a reduction of stockholders’ equity. In connection with our 2012 Offering, we incurred underwriting commissions, legal, accounting and other offering-related costs of approximately $5.4 million.

Derivative Financial Instruments

Derivative Financial Instruments

Our use of derivative financial instruments to date has been limited to the use of interest rate swaps to mitigate our interest rate risk on variable-rate debt and is immaterial to our consolidated financial statements. We do not use derivative financial instruments for trading or speculative purposes. GAAP requires that all derivative instruments, whether designated in hedging relationships or not, be recorded on the balance sheet at their fair value. Gains or losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Changes in fair value of derivatives that qualify as cash flow hedges are recognized in other comprehensive income, or OCI, while the ineffective portion of the derivative’s change in fair value is recognized in the income statement. As the hedge transactions settle, gains and losses associated with the transaction are reclassified out of OCI and into earnings. We assess, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

During the nine months ended September 30, 2011, we had an interest rate swap with a notional amount of $17 million and a fixed rate of 5.11% hedging our variable-rate loan on our MacArthur Park property. The swap matured on December 1, 2011. We designated this interest rate swap as a cash flow hedge for financial reporting purposes and therefore recorded any changes in its fair value to OCI. The swap settled monthly with an amount paid to or received from our counterparty, which was recorded as an adjustment to interest expense. During the nine months ended September 30, 2011, we paid $298,000 related to this swap, which is included in interest expense. We do not have any derivative financial instruments as of September 30, 2012.

Subsequent Events

Subsequent Events

Except as otherwise disclosed in Note 4 of this Quarterly Report, we did not have any material subsequent events as of the date of this filing that impacted our consolidated financial statements.

XML

Acquired Lease Intangibles (Tables)

9 Months Ended

Sep. 30, 2012

Acquired Lease Intangibles [Abstract]

Schedule Of Acquired Lease Intangible Assets And Liabilities

	September 30, 2012		December 31, 2011
Acquired lease intangible assets:
In-place leases	$	21,807	$	22,720
In-place leases – accumulated amortization		(13,696)		(12,978)
Above-market leases		2,184		2,247
Above-market leases – accumulated amortization		(1,858)		(1,850)
Acquired leases intangibles, net	$	8,437	$	10,139
Acquired lease intangible liabilities:
Below-market leases	$	4,509	$	4,623
Below-market leases – accumulated amortization		(2,709)		(2,602)
Acquired below-market lease intangibles, net	$	1,800	$	2,021

Schedule Of Acquired Lease Intangible Amortization Details

	Presentation	2012		2011
Three months ended September 30,
In-place leases	amortization expense	$	565	$	674
Above-market leases	reduction of rental income	$	24	$	49
Below-market leases	increase in rental income	$	72	$	67
Nine months ended September 30,
In-place leases	amortization expense	$	1,631	$	988
Above-market leases	reduction of rental income	$	71	$	60
Below-market leases	increase in rental income	$	221	$	128

XML

Fair Value Measurements (Schedule Of Assets And Liabilities And Related Valuation Inputs Within The Fair Value Hierarchy To Measure Fair Values) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable
Fixed-rate notes payable
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable		3,288
Fixed-rate notes payable	171,729	150,839
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes receivable
Fixed-rate notes payable

XML

Real Estate Acquisitions, Dispositions And Discontinued Operations (Pro Forma Results Of Operations In Connection With Acquisitions) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2012
Historical Results [Member]
Business Acquisition [Line Items]
Total revenues	$ 9,632	$ 27,150
Net income available to stockholders	1,118	3,020
Pro Forma Adjustments [Member]
Business Acquisition [Line Items]
Total revenues	9,795	28,732
Net income available to stockholders	1,122	2,725
Pro Forma Adjustments [Member] | The Market At Lake Houston [Member]
Business Acquisition [Line Items]
Total revenues		315
Net income available to stockholders		(66)
Pro Forma Adjustments [Member] | Brookwood Village [Member]
Business Acquisition [Line Items]
Total revenues		350
Net income available to stockholders		(23)
Pro Forma Adjustments [Member] | Alpharetta Commons [Member]
Business Acquisition [Line Items]
Total revenues	163	917
Net income available to stockholders	$ 4	$ (206)

XML

Consolidated Statements Of Stockholders' Equity (USD $) In Thousands	Class A Common Stock [Member] Common Stock [Member]	Class B Common Stock [Member] Common Stock [Member]	Capital In Excess Of Par Value [Member]	Accumulated Distributions In Excess Of Earnings [Member]	Total
Balance at Dec. 31, 2011	$ 116		$ 192,005	$ (73,197)	$ 118,924
Net income				3,726	3,726
Deferred compensation			(5,299)		(5,299)
Issuance of shares of common stock for deferred compensation	1	3	5,295		5,299
Issuance of shares of Class B common stock		42	52,694		52,736
Amortization of deferred compensation			555		555
Retirement of shares of Class A common stock			(66)		(66)
Distributions				7,889	7,889
Balance at Sep. 30, 2012	$ 117	$ 45	$ 245,184	$ (77,360)	$ 167,986

XML

Real Estate Acquisitions, Dispositions And Discontinued Operations

9 Months Ended

Sep. 30, 2012

Real Estate Acquisitions, Dispositions And Discontinued Operations [Abstract]

Real Estate Acquisitions, Dispositions And Discontinued Operations

4. REAL ESTATE ACQUISITIONS, DISPOSITIONS AND DISCONTINUED OPERATIONS

Acquisitions

Preston & Royal Village - We entered into a purchase and sale agreement on October 12, 2012 with Preston Royal Realty Company to purchase Preston Royal Village Shopping Center, a retail shopping center containing approximately 230,000 square feet of gross leasable area located in Dallas, TX, for a purchase price of $62.0 million, exclusive of closing costs. The property, originally built in 1958, is comprised of a fee simple interest in the northwest corner portion and a ground leasehold interest in the northeast corner portion, with 27 years remaining on the ground lease. The property is currently 97.3% leased with major tenants including Tom Thumb, Barnes & Noble and Chico’s. We intend to fund the purchase price through a combination of cash on hand, draws on our $75.0 million Facility and, potentially, mortgage financing on the property. Pursuant to the purchase and sale agreement, we have earnest money of $1.25 million on deposit with the seller which will be applied towards the purchase price on the date of closing. During the inspection period, we had the right to terminate the agreement for any reason and receive a full refund of the earnest money. The inspection period expired on November 7, 2012. While no assurances can be made at this time, we expect the transaction to close in December 2012.

The Market at Lake Houston – On February 25, 2011, we completed the acquisition of The Market at Lake Houston, a 101,791 square foot grocery-anchored neighborhood shopping center situated on 13.86 acres in Atascocita, Texas, a northern suburb of Houston. The property was completed in 2002 and was 100% leased on the acquisition date. The anchor tenant is H-E-B, a regional supermarket, and other major tenants include Five Guys Burgers, Payless ShoeSource and Subway. We acquired the property for $20.1 million, of which $4.4 million was paid using cash on deposit with a qualified intermediary. The balance was paid through our assumption of $15.7 million of mortgage debt. The property was owned by two of our Advised Funds, and we completed the acquisition pursuant to an independent appraisal process.

Brookwood Village – On May 10, 2011, we completed the acquisition of Brookwood Village, a 28,774 square foot pharmacy-anchored, neighborhood shopping center located in the Buckhead District of Atlanta, Georgia. The property was renovated in 2000 and was 96% leased on the acquisition date. The anchor tenant is CVS/pharmacy and other tenants include Sprint, FedEx/Kinko’s and Subway. We acquired the property for $10.6 million in cash using proceeds from the  $25.0 million Facility.

Alpharetta Commons – On July 29, 2011, we completed the acquisition of Alpharetta Commons, a 94,544 square foot grocery-anchored neighborhood shopping center located in the Alpharetta submarket of Atlanta, Georgia. The property was built in 1997 and was 100% leased on the acquisition date. The anchor tenant is Publix, a regional supermarket, with the remaining tenants comprised primarily of local and regional convenience retailers. We acquired the property for $18.8 million using cash on hand, $5.4 million from borrowings on our $25.0 million Facility and a mortgage loan of $12.5 million.

Pro Forma Results of Acquisitions

Included in our consolidated statements of operations for the three months ended September 30, 2011 are revenues of $325,000 and net loss of $98,000 related to the operations of Alpharetta Commons beginning on the date of acquisition. Included in our consolidated statements of operations for the nine months ended September 30, 2011 are revenues of $2.0 million and net loss of $568,000 related to the operations of The Market at Lake Houston, Brookwood Village and Alpharetta Commons beginning on the respective dates of acquisition.

The table below presents our pro forma results of operations for the three and nine months ended September 30, 2011, assuming that we acquired The Market at Lake Houston, Brookwood Village and Alpharetta Commons on January 1, 2011 (in thousands):

			Pro forma adjustments to historical results
	Historical		Market at		Brookwood		Alpharetta		Pro forma
	results		Lake Houston		Village		Commons		results
Three months ended September 30, 2011
Total revenues	$	9,632	$	-	$	-	$	163	$	9,795
Net income available to
stockholders	$	1,118	$	-	$	-	$	4	$	1,122
Nine months ended September 30, 2011
Total revenues	$	27,150	$	315	$	350	$	917	$	28,732
Net income available to
stockholders	$	3,020	$	(66)	$	(23)	$	(206)	$	2,725

Dispositions and Discontinued Operations

Our properties generally have operations and cash flows that can be clearly distinguished from the rest of ourcompany. The operations and gains on sales reported in discontinued operations include those properties that have been sold and for which operations and cash flows have been clearly distinguished. The operations of these properties have been eliminated from ongoing operations, and we will not have continuing involvement after disposition. Prior period operating activity related to such properties and business has been reclassified as discontinued operations in the accompanying statements of operations.

We did not dispose of any of our properties during the nine months ended September 30, 2012. During 2011, we sold two non-core, single-tenant properties to a third party. The following table is a summary of our discontinued operations for the three and nine months ended September 30, 2012, and 2011 (in thousands, except for per share data):

	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Revenues:
Rental income from operating leases	$	-	$	4	$	-	$	201
Total revenues		-		4		-		201
Expenses:
General and administrative		-		(3)		-		(3)
Property expense		-		1		-		2
Legal and professional		-		8		-		43
Depreciation and amortization		-		-		-		13
Total expenses		-		6		-		55
Operating income		-		(2)		-		146
Other income (expense):
Interest and other income		-		-		-		4
State income taxes		-		-		-		(5)
Income (loss) from discontinued operations, net
of taxes	$	-	$	(2)	$	-	$	145
Gain on sale of real estate acquired for resale, net
of taxes		-		417		-		417
Income from discontinued operations	$	-	$	415	$	-	$	562
Basic and diluted income from discontinued operations
per share	$	-	$	0.04	$	-	$	0.05

XML

Concentrations (Summary Of Base Rents Generated By Tenants) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
Concentration Risk [Line Items]
Base rent generated by top ten tenants	$ 2,182		$ 1,851		$ 6,547		$ 5,376
Kroger [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	529		529		1,587		1,587
Landry's [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	313	[1]	291	[1]	944	[1]	839	[1]
CVS/Pharmacy [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	306		306		917		809
H-E-B [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	277		277		832		661
Publix [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	195	[2]			586	[2]	136	[2]
Hard Rock Cafe [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	124		124		373		373
TGI Friday's [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	115		113		340		338
The Container Store [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	112	[3]			336	[3]
Champps Americana [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	106		106		317		318
Golden Corral [Member]
Concentration Risk [Line Items]
Base rent generated by top ten tenants	$ 105		$ 105		$ 315		$ 315

[1] Includes tenants owned by Landry's, including Landry's Seafood House, McCormick & Schmicks, Mortons and The Grotto.

[2] Publix, a regional grocer, is the anchor tenant at Alpharetta Commons, which was acquired in July 2011.

[3] Rent commenced on a new lease with The Container Store in Houston, Texas in November 2011.

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2012

Fair Value Measurements [Abstract]

Schedule Of Assets And Liabilities And Related Valuation Inputs Within The Fair Value Hierarchy To Measure Fair Values

September 30, 2012	Level 1		Level 2		Level 3
Fixed-rate notes payable	$	-	$	171,729	$	-
December 31, 2011	Level 1		Level 2		Level 3
Notes receivable	$	-	$	3,288	$	-
Fixed-rate notes payable	$	-	$	150,839	$	-

XML

2012 Offering (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended			0 Months Ended								9 Months Ended					0 Months Ended	9 Months Ended
	Aug. 24, 2012	Sep. 30, 2012	Jul. 23, 2012	Jul. 23, 2012 Class A Common Stock [Member]	Sep. 30, 2012 Class A Common Stock [Member]	Dec. 31, 2011 Class A Common Stock [Member]	Sep. 30, 2012 Class B Common Stock [Member]	Aug. 24, 2012 Class B Common Stock [Member]	Aug. 01, 2012 Class B Common Stock [Member]	Jul. 23, 2012 Class B Common Stock [Member]	Dec. 31, 2011 Class B Common Stock [Member]	Sep. 30, 2012 Restricted Common Class B [Member]	Aug. 24, 2012 Restricted Common Class B [Member]	Aug. 01, 2012 Restricted Common Class B [Member]	Sep. 30, 2012 Previous Facility [Member]	Aug. 01, 2012 Previous Facility [Member]	Aug. 01, 2012 2012 Offering [Member]	Sep. 30, 2012 2012 Offering [Member]	Aug. 31, 2012 2012 Offering [Member]	Sep. 30, 2012 2012 Offering [Member] Class B Common Stock [Member]	Aug. 01, 2012 2012 Offering [Member] Class B Common Stock [Member]	Sep. 30, 2012 2012 Offering [Member] Restricted Common Class B [Member]
Two Thousand Twelve Offering [Line Items]
Common stock, par value			$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01			$ 0.01	$ 0.01
Reverse stock split				1-for-2 reverse stock split
Common stock, shares issued					11,657,563	11,598,959	4,465,725	503,226	3,650,000		0	312,499	503,226	312,499							3,650,000
Net proceeds from IPO	$ 6.5																$ 46.3
Repayments of mortgage debt																	45.3
Common stock, shares outstanding		16,123,288			11,657,563	11,598,959	4,465,725				0									3,650,000		312,499
Restricted common stock vesting period												10 years						10 years
Revolving credit facility		$ 75.0													$ 25.0	$ 25.0			$ 75.0

XML

Segment Reporting

9 Months Ended

Sep. 30, 2012

Segment Reporting [Abstract]

Segment Reporting

14. SEGMENT REPORTING

We assess our business based upon the nature of operations. Our reportable segments presented are our portfolio segment and our advisory services segment, which includes our real estate operating and development business and our Advised Funds, which are segments where separate financial information is both available, and revenue and operating performance is evaluated regularly by senior management in deciding how to allocate resources and in assessing performance. However, this operating performance data might not be indicative of what a third party would assess or evaluate for purposes of determining fair value of our segments.

Portfolio Segment

Our portfolio segment consists of our portfolio of single and multi-tenant shopping center projects. Expenses for this segment include depreciation, interest, minority interest, legal cost directly related to the portfolio of properties and property level expenses. Substantially all of our consolidated assets are in this segment.

Advisory Services Segments

Our advisory services segments consist of our real estate operating and development business as well as our Advised Funds. The real estate operating and development business is a fully integrated and wholly-owned business consisting of brokers and real estate professionals that provide development, acquisition, brokerage, leasing, and asset and property management services to our portfolio and Advised Funds. Our Advised Funds include four high net worth investment funds that have sold limited partnership interests to retail investors to develop, own, manage and add value to properties with an average holding period of two to four years and three joint ventures with institutional investors.

Segment results for the three and nine months ended September 30, 2012 and 2011, are as follows (in thousands):

			Advisory Services
For the three months ended September 30, 2012			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	9,020	$	50	$	-	$	9,070
Advisory services income - related
party		-		802		155		957
Total revenue		9,020		852		155		10,027
General and administrative		691		1,043		30		1,764
Property expense		2,370		10		-		2,380
Legal and professional		198		27		2		227
Real estate commissions		-		129		-		129
Depreciation and amortization		2,210		6		-		2,216
Impairment recovery -
notes receivable		(214)		-		-		(214)
Total expenses		5,255		1,215		32		6,502
Interest expense		(2,763)		-		-		(2,763)
Other income/(expense)		287		-		(26)		261
Income (loss) from continuing
operations	$	1,289	$	(363)	$	97	$	1,023

			Advisory Services
For the three months ended September 30, 2011			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	8,760	$	54	$	-	$	8,814
Advisory services income - related
party		-		587		231		818
Total revenue		8,760		641		231		9,632
General and administrative		554		902		29		1,485
Property expense		2,221		15		-		2,236
Legal and professional		247		17		2		266
Real estate commissions		-		106		-		106
Acquisition costs		107		-		-		107
Depreciation and amortization		2,116		6		-		2,122
Total expenses		5,245		1,046		31		6,322
Interest expense		(2,648)		-		-		(2,648)
Other income/(expense)		125		3		(87)		41
Income (loss) from continuing
operations	$	992	$	(402)	$	113	$	703

			Advisory Services
For the nine months ended September 30, 2012			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	26,826	$	149	$	-	$	26,975
Advisory services income - related
party		-		2,507		466		2,973
Total revenue		26,826		2,656		466		29,948
General and administrative		1,640		3,085		81		4,806
Property expense		6,771		21		-		6,792
Legal and professional		608		66		3		677
Real estate commissions		-		268		-		268
Depreciation and amortization		6,545		18		-		6,563
Impairment recovery -
notes receivable		(443)		-		-		(443)
Total expenses		15,121		3,458		84		18,663
Interest expense		(7,992)		-		-		(7,992)
Other income/(expense)		559		2		(128)		433
Income (loss) from continuing
operations	$	4,272	$	(800)	$	254	$	3,726

			Advisory Services
For the nine months ended September 30, 2011			Real Estate Operating and		Advised
	Portfolio		Development		Funds		Total
Rental income from operating
leases	$	23,958	$	152	$	-	$	24,110
Advisory services income - related
party		-		2,098		833		2,931
Lease termination fee income		109		-		-		109
Total revenue		24,067		2,250		833		27,150
General and administrative		1,482		2,622		91		4,195
Property expense		5,873		40		-		5,913
Legal and professional		736		49		3		788
Real estate commissions		-		292		-		292
Acquisition costs		222		-		-		222
Depreciation and amortization		6,053		18		-		6,071
Total expenses		14,366		3,021		94		17,481
Interest expense		(7,266)		-		-		(7,266)
Other income/(expense)		369		10		(324)		55
Income (loss) from continuing
operations	$	2,804	$	(761)	$	415	$	2,458