Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Whitestone REIT | |
Entity Central Index Key | 1,175,535 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 39,773,002 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate assets, at cost | ||
Property | $ 1,146,951,000 | $ 1,149,454,000 |
Accumulated depreciation | (145,807,000) | (131,034,000) |
Total real estate assets | 1,001,144,000 | 1,018,420,000 |
Cash and cash equivalents | 9,389,000 | 5,005,000 |
Restricted cash | 91,000 | 205,000 |
Marketable securities | 0 | 32,000 |
Investment in real estate partnership | 2,770,000 | 4,095,000 |
Escrows and acquisition deposits | 7,702,000 | 7,916,000 |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | 21,906,000 | 21,140,000 |
Unamortized lease commissions and loan costs | 6,847,000 | 7,157,000 |
Prepaid expenses and other assets | 10,597,000 | 6,198,000 |
Total assets | 1,060,446,000 | 1,070,168,000 |
Liabilities: | ||
Notes payable | 666,624,000 | 659,068,000 |
Accounts payable and accrued expenses | 32,846,000 | 35,536,000 |
Tenants' security deposits | 5,920,000 | 5,694,000 |
Dividends and distributions payable | 11,600,000 | 11,466,000 |
Total liabilities | 716,990,000 | 711,764,000 |
Commitments and contingencies: | 0 | 0 |
Equity: | ||
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 39,772,105 and 39,221,773 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 38,000 | 38,000 |
Additional paid-in capital | 525,780,000 | 521,314,000 |
Accumulated deficit | (198,199,000) | (176,684,000) |
Accumulated other comprehensive gain | 7,034,000 | 2,936,000 |
Total Whitestone REIT shareholders' equity | 334,653,000 | 347,604,000 |
Noncontrolling interest in subsidiary | 8,803,000 | 10,800,000 |
Total equity | 343,456,000 | 358,404,000 |
Total liabilities and equity | $ 1,060,446,000 | $ 1,070,168,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred shares, shares issued (in shares) | 0 | 0 |
Preferred shares, shares outstanding (in shares) | 0 | 0 |
Common shares, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares, authorized (in shares) | 400,000,000 | 400,000,000 |
Common shares, issued (in shares) | 39,772,105 | 39,221,773 |
Common shares, outstanding (in shares) | 39,772,105 | 39,221,773 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property revenues | ||||
Rental revenues | $ 25,256 | $ 24,891 | $ 74,852 | $ 69,197 |
Other revenues | 9,340 | 8,762 | 26,412 | 22,931 |
Total property revenues | 34,596 | 33,653 | 101,264 | 92,128 |
Property expenses | ||||
Property operation and maintenance | 6,374 | 6,104 | 17,920 | 16,973 |
Real estate taxes | 5,253 | 5,181 | 14,395 | 13,588 |
Total property expenses | 11,627 | 11,285 | 32,315 | 30,561 |
Other expenses (income) | ||||
General and administrative | 4,959 | 5,581 | 17,897 | 17,598 |
Depreciation and amortization | 7,483 | 7,247 | 22,100 | 19,936 |
Interest expense | 6,951 | 6,376 | 20,306 | 17,158 |
Interest, dividend and other investment income | (84) | (142) | (302) | (381) |
Total other expense | 19,309 | 19,062 | 60,001 | 54,311 |
Income before gain (loss) on sale or disposal of properties or assets and income taxes | 3,660 | 3,306 | 8,948 | 7,256 |
Provision for income taxes | (115) | (126) | (328) | (296) |
Gain on sale of properties | 4,380 | 0 | 4,646 | 16 |
Profit sharing expense | (73) | (63) | (276) | (228) |
Loss on sale or disposal of assets | (15) | (40) | (286) | (135) |
Net income | 7,837 | 3,077 | 12,704 | 6,613 |
Less: Net income attributable to noncontrolling interests | 193 | 84 | 326 | 201 |
Net income attributable to Whitestone REIT | $ 7,644 | $ 2,993 | $ 12,378 | $ 6,412 |
Basic Earnings Per Share: | ||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.19 | $ 0.07 | $ 0.31 | $ 0.18 |
Diluted Earnings Per Share: | ||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.19 | $ 0.07 | $ 0.30 | $ 0.17 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 39,327 | 37,992 | 39,200 | 34,406 |
Diluted (in shares) | 40,635 | 38,589 | 40,541 | 35,211 |
Distributions declared per common share / OP unit (in dollars per share) | $ 0.285 | $ 0.285 | $ 0.8550 | $ 0.8550 |
Consolidated Statements of Comprehensive Income | ||||
Net income | $ 7,837 | $ 3,077 | $ 12,704 | $ 6,613 |
Other comprehensive gain | ||||
Unrealized gain on cash flow hedging activities | 605 | 172 | 4,163 | 124 |
Unrealized gain (loss) on available-for-sale marketable securities | 0 | (7) | 18 | 26 |
Comprehensive income | 8,442 | 3,242 | 16,885 | 6,763 |
Less: Net income attributable to noncontrolling interests | 193 | 84 | 326 | 201 |
Less: Comprehensive gain attributable to noncontrolling interests | 15 | 5 | 107 | 5 |
Comprehensive income attributable to Whitestone REIT | $ 8,234 | $ 3,153 | $ 16,452 | $ 6,557 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Gain [Member] | Total Shareholders' Equity [Member] | Noncontrolling Interests [Member] | |
Beginning Balance at Dec. 31, 2017 | $ 358,404 | $ 38 | $ 521,314 | $ (176,684) | $ 2,936 | $ 347,604 | $ 10,800 | |
Beginning Balance (in shares) at Dec. 31, 2017 | 39,221,773 | 39,222,000 | 1,084,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares (in shares) | 155,000 | 155,000 | ||||||
Exchange of noncontrolling interest OP units for common shares | $ 0 | 1,545 | 1,545 | $ (1,545) | ||||
Exchange offer costs | (128) | (128) | (128) | |||||
Issuance of shares under dividend reinvestment plan (in shares) | 8,000 | |||||||
Issuance of shares under dividend reinvestment plan | 101 | 101 | 101 | |||||
Repurchase of common shares (in shares) | [1] | (139,000) | ||||||
Repurchase of common shares | [1] | (1,699) | (1,699) | (1,699) | ||||
Share-based compensation (in shares) | 526,000 | |||||||
Share-based compensation | 4,647 | 4,647 | 4,647 | |||||
Distributions | (34,754) | (33,893) | (33,893) | (861) | ||||
Unrealized gain on change in value of cash flow hedge | 4,163 | 4,056 | 4,056 | 107 | ||||
Unrealized gain on change in fair value of available-for-sale marketable securities | 18 | 18 | 18 | 0 | ||||
Reallocation of ownership between parent and subsidiary | 0 | 24 | 24 | (24) | ||||
Net income | 12,704 | 12,378 | 12,378 | 326 | ||||
Ending Balance at Sep. 30, 2018 | $ 343,456 | $ 38 | $ 525,780 | $ (198,199) | $ 7,034 | $ 334,653 | $ 8,803 | |
Ending Balance (in shares) at Sep. 30, 2018 | 39,772,105 | 39,772,000 | 929,000 | |||||
[1] | During the nine months ended September 30, 2018, the Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 12,704 | $ 6,613 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 22,100 | 19,936 |
Amortization of deferred loan costs | 976 | 953 |
Amortization of notes payable discount | 0 | 447 |
Loss (gain) on sale of marketable securities | 20 | (5) |
Loss (gain) on sale or disposal of assets and properties | (4,360) | 119 |
Bad debt expense | 1,123 | 1,442 |
Share-based compensation | 4,894 | 7,347 |
Changes in operating assets and liabilities: | ||
Escrows and acquisition deposits | 214 | (2,683) |
Accrued rent and accounts receivable | (1,736) | (3,307) |
Unamortized lease commissions | (1,394) | (1,837) |
Prepaid expenses and other assets | 618 | 71 |
Accounts payable and accrued expenses | (2,924) | (1,441) |
Tenants' security deposits | 226 | 488 |
Net cash provided by operating activities | 32,461 | 28,143 |
Cash flows from investing activities: | ||
Acquisitions of real estate | 0 | (124,557) |
Additions to real estate | (11,300) | (13,499) |
Proceeds from sales of properties | 12,574 | 26 |
Investment in real estate partnership | 843 | (1,533) |
Proceeds from sales of marketable securities | 30 | 306 |
Net cash provided by (used in) investing activities | 2,147 | (139,257) |
Cash flows from financing activities: | ||
Distributions paid to common shareholders | (33,642) | (29,494) |
Distributions paid to OP unit holders | (890) | (932) |
Proceeds from issuance of common shares, net of offering costs | 0 | 107,619 |
Payments of exchange offer costs | (128) | 0 |
Net proceeds from credit facility | 9,000 | 40,600 |
Repayments of notes payable | (2,949) | (2,788) |
Payments of loan origination costs | (30) | (695) |
Repurchase of common shares | (1,699) | (1,987) |
Net cash provided by (used in) financing activities | (30,338) | 112,323 |
Net increase in cash, cash equivalents and restricted cash | 4,270 | 1,209 |
Cash, cash equivalents and restricted cash at beginning of period | 5,210 | 2,988 |
Cash, cash equivalents and restricted cash at end of period | 9,480 | 4,197 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 19,879 | 16,311 |
Cash paid for taxes | 392 | 329 |
Non cash investing and financing activities: | ||
Disposal of fully depreciated real estate | 963 | 995 |
Financed insurance premiums | 1,273 | 1,115 |
Value of shares issued under dividend reinvestment plan | 101 | 95 |
Value of common shares exchanged for OP units | 1,545 | 206 |
Change in fair value of available-for-sale securities | 18 | 26 |
Change in fair value of cash flow hedge | 4,163 | 124 |
Reallocation of ownership percentage between parent and subsidiary | $ 24 | $ 9 |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements | INTERIM FINANCIAL STATEMENTS The consolidated financial statements included in this report are unaudited; however, amounts presented in the consolidated balance sheet as of December 31, 2017 are derived from our audited consolidated financial statements as of that date. The unaudited financial statements as of and for the period ended September 30, 2018 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information on a basis consistent with the annual audited consolidated financial statements and with the instructions to Form 10-Q. The consolidated financial statements presented herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position of Whitestone and our subsidiaries as of September 30, 2018 , and the results of operations for the three and nine month periods ended September 30, 2018 and 2017 , the consolidated statements of changes in equity for the nine month period ended September 30, 2018 and cash flows for the nine month periods ended September 30, 2018 and 2017 . All of these adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results expected for a full year. The statements should be read in conjunction with the audited consolidated financial statements and the notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2017 . Business . Whitestone was formed as a real estate investment trust (“REIT”) pursuant to the Texas Real Estate Investment Trust Act on August 20, 1998. In July 2004, we changed our state of organization from Texas to Maryland pursuant to a merger where we merged directly with and into a Maryland REIT formed for the sole purpose of the reorganization and the conversion of each of the outstanding common shares of beneficial interest of the Texas entity into 1.42857 common shares of beneficial interest of the Maryland entity. We serve as the general partner of Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), which was formed on December 31, 1998 as a Delaware limited partnership. We currently conduct substantially all of our operations and activities through the Operating Partnership. As the general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions. As of September 30, 2018 and December 31, 2017 , Whitestone owned or held a majority interest in 71 and 73 commercial properties, respectively, in and around Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio. These properties consist of: Operating Portfolio • 51 wholly-owned properties that meet our Community Centered Properties ® strategy; and • through our 81.4% interest in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone OP”), an interest in 14 properties that do not meet our Community Centered Properties ® strategy. See Note 6 for additional information regarding our investment in real estate partnerships. Redevelopment, New Acquisitions Portfolio • six parcels of land held for future development. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation. We are the sole general partner of the Operating Partnership and possess full legal control and authority over the operations of the Operating Partnership. As of September 30, 2018 and December 31, 2017 , we owned a majority of the partnership interests in the Operating Partnership. Consequently, the accompanying consolidated financial statements include the accounts of the Operating Partnership. Noncontrolling interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than us. Net income or loss is allocated to noncontrolling interests based on the weighted-average percentage ownership of the Operating Partnership during the period. Issuance of additional common shares of beneficial interest in Whitestone (the “common shares”) and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, common shares on a one -for- one basis (the “OP units”) changes the percentage of ownership interests of both the noncontrolling interests and Whitestone. Profit-sharing Method. In accordance with the Financial Accounting Standards Board's (“FASB”) guidance applicable to sales of real estate or interests therein, specifically FASB Accounting Standards Codification (“ASC”) 360-20, “ Real Estate Sales, ” ASC 606, “ Revenue from Contracts with Customers ” and ASC 610, “ Other Income–Gains and Losses from the Derecognition of Nonfinancial Assets ,” we have not recognized the sale of assets to Pillarstone OP and are accounting for the transaction under the profit-sharing method. Until we otherwise meet the requirements to recognize the sale as defined, we will continue to recognize Pillarstone OP's real estate assets and notes payables in our consolidated balance sheets, for all periods following the transaction. Additionally, the profits and losses of Pillarstone OP not attributable to the Company are reported as profit sharing expense. See Note 6 for additional disclosure on Pillarstone OP. Basis of Accounting. Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the estimated allowance for doubtful accounts, the estimated fair value of interest rate swaps and the estimates supporting our impairment analysis for the carrying values of our real estate assets. Actual results could differ from those estimates. Reclassifications. We have reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. Other than the effects noted below, these reclassifications had no effect on net income, total assets, total liabilities or equity. Immaterial Error Correction. During the second quarter of 2018, we determined that certain prior period amounts contained errors due to our initial determination that we were the primary beneficiary of a variable interest entity (“VIE”), Pillarstone OP. See Note 6 for additional disclosure on Pillarstone OP. Management evaluated the materiality of the errors quantitatively and qualitatively, and concluded that they were not material to the financial statements of any period presented, and elected to correct them in the accompanying prior period consolidated financial statements. The following table presents the effects of the immaterial error correction on the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 (in thousands): For the Three Months Ended September 30, 2017 As Reported Correction of Error As Adjusted Net income $ 3,140 $ (63 ) $ 3,077 Net income attributable to noncontrolling interests 147 (63 ) 84 For the Nine Months Ended September 30, 2017 As Reported Correction of Error As Adjusted Net income $ 6,841 $ (228 ) $ 6,613 Net income attributable to noncontrolling interests 429 (228 ) 201 Restricted Cash. We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. During 2015, pursuant to the terms of our $15.1 million 4.99% Note, due January 6, 2024 (see Note 7), which is collateralized by our Anthem Marketplace property, we were required by the lenders thereunder to establish a cash management account controlled by the lenders to collect all amounts generated by our Anthem Marketplace property in order to collateralize such promissory note. Derivative Instruments and Hedging Activities. We utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedges' change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820. Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable. As of September 30, 2018 , we consider our cash flow hedges to be highly effective. Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest, real estate taxes, loan fees, and direct and indirect development costs related to buildings under construction), are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the three months ended September 30, 2018 , approximately $149,000 and $145,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2018 , approximately $440,000 and $274,000 in interest expense and real estate taxes, respectively, were capitalized. For the three months ended September 30, 2017 , approximately $146,000 and $96,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2017 , approximately $302,000 and $189,000 in interest expense and real estate taxes, respectively, were capitalized. Real Estate Held for Sale and Discontinued Operations. We consider a commercial property to be held for sale when it meets all of the criteria established under ASC 205, “Presentation of Financial Statements.” For commercial properties classified as held for sale, assets and liabilities are presented separately for all periods presented. In accordance with ASC 205, a discontinued operation may include a component of an entity or a group of components of an entity. A disposal of a component of an entity or a group of components of an entity is reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component of an entity or group of components of an entity is classified as held for sale, disposed of by sale or disposed of other than by sale. In addition, ASC 205 requires us to provide additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not meet the criteria for a discontinued operation. Share-Based Compensation. From time to time, we grant nonvested restricted common share awards or restricted common share unit awards, which may be converted into common shares, to executive officers and employees under our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”). The vast majority of the granted shares and units vest when certain performance conditions are met. We recognize compensation expense when achievement of the performance conditions is probable based on management's most recent estimates using the fair value of the shares as of the grant date. We recognized $1,497,000 and $2,704,000 in share-based compensation for the three months ended September 30, 2018 and 2017 , respectively, and we recognized $4,894,000 and $7,545,000 in share-based compensation for the nine months ended September 30, 2018 and 2017 , respectively. Noncontrolling Interests. Noncontrolling interests is the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, we have reported noncontrolling interests in equity on the consolidated balance sheets but separate from Whitestone's equity. On the consolidated statements of operations, subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests. The consolidated statement of changes in equity is included for quarterly financial statements, including beginning balances, activity for the period and ending balances for shareholders' equity, noncontrolling interests and total equity. See our Annual Report on Form 10-K for the year ended December 31, 2017 for further discussion on significant accounting policies. Recent Accounting Pronouncements . In May 2014, the FASB issued guidance, as amended in subsequent updates, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseding most of the existing revenue recognition guidance. The standard also requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a modified retrospective basis beginning January 1, 2018, and the adoption of this guidance did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance requiring lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting will remain largely unchanged with the exception of changes related to costs which qualify as initial direct costs. The guidance will also require new qualitative and quantitative disclosures to help financial statement users better understand the timing, amount and uncertainty of cash flows arising from leases. This guidance will be effective for reporting periods on or after December 15, 2018, with early adoption permitted. We will adopt this guidance on a modified retrospective basis beginning January 1, 2019, and such adoption will result in certain costs (primarily legal costs related to lease negotiations) being expensed rather than capitalized. We capitalized $24,000 in legal related costs for the nine months ended September 30, 2018 . In March 2016, the FASB issued guidance simplifying the accounting for share-based payment transactions, including the income tax consequences, balance sheet classification of awards and the classification on the statement of cash flows. We adopted this guidance as of January 1, 2017. The main provision regarding excess tax benefits did not have an impact on our consolidated financial statements due to our status as a REIT for federal income tax purposes. We have elected to continue estimating the number of shares expected to vest in order to determine compensation cost, and we will continue to classify cash paid by us for employee taxes when common shares were repurchased to cover minimum statutory requirements under cash flows from financing activities. In November 2016, the FASB issued guidance requiring that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance effective January 1, 2018, and we have reconciled cash and cash equivalents and restricted cash and restricted cash equivalents on a retrospective basis, whereas under the previous guidance, we reported restricted cash and restricted cash equivalents under cash flows from financing activities. In January 2017, the FASB issued guidance clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a prospective basis beginning January 1, 2018 and believe the majority of our future acquisitions will qualify as asset acquisitions and the associated transaction costs will be capitalized as opposed to expensed under previous guidance. In February 2017, the FASB issued guidance clarifying the scope of asset derecognition guidance, adding guidance for partial sales of nonfinancial assets and clarifying recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a modified retrospective basis beginning January 1, 2018, and the adoption of this guidance did not have a material impact on our consolidated financial statements. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES In January 2018, we sold all of our remaining marketable securities and had no marketable securities as of September 30, 2018 . All of our marketable securities were classified as available-for-sale securities as of December 31, 2017. Available-for-sale securities consisted of the following as of December 31, 2017 (in thousands): December 31, 2017 Amortized Cost Gains in Accumulated Other Comprehensive Income Losses in Accumulated Other Comprehensive Income Estimated Fair Value Real estate sector common stock $ 50 $ — $ (18 ) $ 32 Total available-for-sale securities $ 50 $ — $ (18 ) $ 32 During the nine months ended September 30, 2018 , available-for-sale securities were sold for total proceeds of $30,000 . The gross realized loss on these sales during the nine months ended September 30, 2018 was $20,000 . During the three months ended September 30, 2017, available-for-sale securities were sold for total proceeds of $306,000 . The gross realized gain on these sales during the three months ended September 30, 2017 was $5,000 . For purposes of determining gross realized gains and losses, the cost of securities sold is based on specific identification. A net unrealized holding loss on available-for-sale securities in the amount of $111,000 for the nine months ended September 30, 2017 has been included in accumulated other comprehensive income. |
Accrued Rents and Accounts Rece
Accrued Rents and Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Accrued Rents and Accounts Receivable, Net | ACCRUED RENTS AND ACCOUNTS RECEIVABLE, NET Accrued rents and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands): September 30, 2018 December 31, 2017 Tenant receivables $ 15,558 $ 14,128 Accrued rents and other recoveries 15,482 15,620 Allowance for doubtful accounts (9,291 ) (8,608 ) Other receivables 157 — Total $ 21,906 $ 21,140 |
Unamortized Leasing Commissions
Unamortized Leasing Commissions, Legal Fees and Loan Costs | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Unamortized Leasing Commissions, Legal Fees and Loan Costs | UNAMORTIZED LEASE COMMISSIONS, LEGAL FEES AND LOAN COSTS Costs which have been deferred consist of the following (in thousands): September 30, 2018 December 31, 2017 Leasing commissions $ 8,649 $ 7,861 Deferred legal cost 410 386 Deferred financing cost 4,076 4,071 Total cost 13,135 12,318 Less: leasing commissions accumulated amortization (3,398 ) (3,046 ) Less: deferred legal cost accumulated amortization (111 ) (52 ) Less: deferred financing cost accumulated amortization (2,779 ) (2,063 ) Total cost, net of accumulated amortization $ 6,847 $ 7,157 |
Investment in Real Estate Partn
Investment in Real Estate Partnership | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Investment in Real Estate Partnership | INVESTMENT IN REAL ESTATE PARTNERSHIP On December 8, 2016, we, through our Operating Partnership, entered into a Contribution Agreement (the “Contribution Agreement”) with Pillarstone OP and Pillarstone Capital REIT (“Pillarstone REIT”) pursuant to which we contributed all of the equity interests in four of our wholly-owned subsidiaries: Whitestone CP Woodland Ph. 2, LLC, a Delaware limited liability company (“CP Woodland”); Whitestone Industrial-Office, LLC, a Texas limited liability company (“Industrial-Office”); Whitestone Offices, LLC, a Texas limited liability company (“Whitestone Offices”); and Whitestone Uptown Tower, LLC, a Delaware limited liability company (“Uptown Tower,” and together with CP Woodland, Industrial-Office and Whitestone Offices, the “Entities”) that own 14 non-core properties that do not fit our Community Centered Property ® strategy (the “Pillarstone Properties”), to Pillarstone OP for aggregate consideration of approximately $84 million , consisting of (1) approximately $18.1 million of Class A units representing limited partnership interests in Pillarstone OP (“Pillarstone OP Units”), issued at a price of $1.331 per Pillarstone OP Unit; and (2) the assumption of approximately $65.9 million of liabilities, consisting of (a) approximately $15.5 million of our liability under the Facility (as defined in Note 7); (b) an approximately $16.3 million promissory note of Uptown Tower under the Loan Agreement, dated as of September 26, 2013, between Uptown Tower, as borrower, and U.S. Bank, National Association, as successor to Morgan Stanley Mortgage Capital Holdings LLC, as lender; and (c) an approximately $34.1 million promissory note (the “Industrial-Office Promissory Note”) of Industrial-Office issued under the Loan Agreement, dated as of November 26, 2013 (the “Industrial-Office Loan Agreement”), between Industrial-Office, as borrower, and Jackson National Life Insurance Company, as lender (collectively, the “Contribution”). In connection with the Contribution, on December 8, 2016, the Operating Partnership entered into an OP Unit Purchase Agreement (the “OP Unit Purchase Agreement”) with Pillarstone REIT and Pillarstone OP pursuant to which the Operating Partnership agreed to purchase up to an aggregate of $3.0 million of Pillarstone OP Units at a price of $1.331 per Pillarstone OP Unit over the two -year term of the OP Unit Purchase Agreement on the terms set forth therein. The OP Unit Purchase Agreement contains customary closing conditions and the parties have made certain customary representations, warranties and indemnifications to each other in the OP Unit Purchase Agreement. In addition, pursuant to the OP Unit Purchase Agreement, in the event of a Change of Control (as defined therein) of the Company, Pillarstone OP shall have the right, but not the obligation, to repurchase the Pillarstone OP Units issued thereunder from the Operating Partnership at their initial issue price of $1.331 per Pillarstone OP Unit. In connection with the Contribution, (1) with respect to each Pillarstone Property (other than Uptown Tower), Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a Management Agreement with the Entity that owns such Pillarstone Property and (2) with respect to Uptown Tower, Whitestone TRS entered into a Management Agreement with Pillarstone OP (collectively, the “Management Agreements”). Pursuant to the Management Agreements with respect to each Pillarstone Property (other than Uptown Tower), Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services to such Pillarstone Property in exchange for (x) a monthly property management fee equal to 5.0% of the monthly revenues of such Pillarstone Property and (y) a monthly asset management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the respective Pillarstone Property based upon the purchase price allocations determined pursuant to the Contribution Agreement, excluding all indebtedness, liabilities or claims of any nature) of such Pillarstone Property. Pursuant to the Management Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services to Pillarstone OP in exchange for (x) a monthly property management fee equal to 3.0% of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. The initial term of each Management Agreement expired on December 31, 2017, after which each Management Agreement became automatically renewable on a month to month basis; provided that each Management Agreement can be terminated by either party thereto upon not less than thirty days' prior written notice to the other party. None of the Management Agreements had been terminated as of September 30, 2018 . In connection with the Contribution, on December 8, 2016, the Operating Partnership entered into a Tax Protection Agreement with Pillarstone REIT and Pillarstone pursuant to which Pillarstone agreed to indemnify the Operating Partnership for certain tax liabilities resulting from its recognition of income or gain prior to December 8, 2021 if such liabilities result from a transaction involving a direct or indirect taxable disposition of all or a portion of the Pillarstone Properties or if Pillarstone fails to maintain and allocate to the Operating Partnership for taxation purposes minimum levels of liabilities as specified in the Tax Protection Agreement, the result of which causes such recognition of income or gain and the Company incurs taxes that must be paid to maintain its REIT status for federal income tax purposes. As of September 30, 2018 , we owned approximately 81.4% of the total outstanding units of Pillarstone OP. Additionally, certain of our officers and trustees serve as officers and trustees of Pillarstone REIT. In connection with the Contribution, in December 2016, we determined that we were the primary beneficiary of Pillarstone OP, through our power to direct the activities of Pillarstone OP, additional working capital required by Pillarstone OP under the OP Unit Purchase Agreement and our obligation to absorb losses and receive benefits based on our ownership percentage. Accordingly, we accounted for Pillarstone OP as a VIE and fully consolidated it in our consolidated financial statements for the year ended December 31, 2016 and in the subsequent periods. In November 2017, we received a comment letter from the Staff of the Division of Corporation Finance of the SEC (the “Staff”) relating to our Annual Report on Form 10-K for the year ended December 31, 2016. In their letter, the Staff requested that we provide them with an analysis to support our determination that Pillarstone OP is a VIE of which we are the primary beneficiary and that Pillarstone OP should be consolidated in our financial statements in accordance with GAAP. In response to the Staff’s comment, we provided the Staff with our analysis of our accounting and financial reporting obligations relating to our interest in Pillarstone. After communicating our analysis and conclusions to the Staff and responding to additional questions from the Staff relating to this matter, the Staff did not object to or otherwise take exception to our initial determinations at the time of the consummation of the Contribution in December 2016 but provided a verbal reminder that the determination of the primary beneficiary of a VIE should be continually reassessed, noting that the initial terms of the Management Agreements expired in December 2017, and suggesting that we consider pre-clearing future accounting treatment of Pillarstone OP with the Staff of the Office of the Chief Accountant (“OCA”). In connection with the preparation and review of our financial statements for the quarter ended March 31, 2018, we concluded, in accordance with the Staff’s recommendation, and after consultation with our outside accounting advisors, that it would be prudent to seek the pre-clearance of the OCA of our proposed treatment of Pillarstone OP in our financial statements for such quarter. Accordingly, in April 2018, we submitted a letter to the OCA seeking their concurrence with our determinations that we maintained our status as the primary beneficiary of Pillarstone OP and, accordingly, should continue to consolidate Pillarstone in our financial statements for the quarter ended March 31, 2018 in accordance with GAAP. After further correspondence, including telephonic meetings between us, our advisors and the OCA, the OCA informed us that it objected to our conclusions that we were the primary beneficiary of Pillarstone OP and were required to consolidate it in our financial statements since the Contribution in December 2016 and during the subsequent periods. We respectfully disagreed with the OCA's determination and made a formal appeal to the Chief Accountant of the SEC. On July 30, 2018, the Chief Accountant of the SEC informed us that our formal appeal was denied and that the OCA objected to our consolidation of Pillarstone OP in our financial statements under the VIE accounting guidance since the contribution in December 2016. As a result, we should not have consolidated Pillarstone OP in our financial statements under VIE accounting guidance in our historical financial statements for the years ended December 31, 2016 and 2017 and the interim periods. After consideration of the OCA's objection to our original accounting, we determined that the Contribution did not meet the requirements for derecognition of the underlying assets, and we have revised our accounting treatment accordingly. Management evaluated the materiality of the errors relating to our prior consolidation of Pillarstone OP quantitatively and qualitatively, and concluded that they were not material to the financial statements of any period presented, and elected to correct them in the accompanying prior period consolidated financial statements. See Note 2 for additional disclosure on our revised accounting treatment and the correction of an immaterial error as a result. The carrying amounts and classification of certain assets and liabilities for Pillarstone OP are now reflected in our consolidated balance sheets according to the profit sharing method as of September 30, 2018 and December 31, 2017 and consisted of the following (in thousands): September 30, 2018 December 31, 2017 Real estate assets, at cost Property $ 97,260 $ 95,146 Accumulated depreciation (38,643 ) (35,980 ) Total real estate assets 58,617 59,166 Investment in real estate partnership 2,770 4,095 Liabilities Notes payable (1) $ (47,939 ) $ (48,840 ) Net carrying value $ 13,448 $ 14,421 (1) Excludes approximately $14.5 million and $15.5 million in notes payable due to Whitestone as of September 30, 2018 and December 31, 2017 , respectively. The Company's maximum exposure to loss relating to Pillarstone OP is limited to its investment in Pillarstone OP and its guarantee of promissory notes issued to Pillarstone OP. Since the date of the Contribution, the Company has not provided financial support to Pillarstone OP that it was not previously contractually required to provide under the Management Agreements or OP Unit Purchase Agreement. The Company's maximum exposure to loss relating to Pillarstone OP as of September 30, 2018 and December 31, 2017 is as follows (in thousands): September 30, 2018 December 31, 2017 Net carrying value $ 13,448 $ 14,421 OP Unit Purchase Agreement 3,000 3,000 Notes payable (1) 62,412 64,313 Maximum exposure to loss $ 78,860 $ 81,734 (1) Includes approximately $14.5 million and $15.5 million of Whitestone's liability under the Facility as of September 30, 2018 and December 31, 2017 , respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Certain subsidiaries of Whitestone are the borrowers under various financing arrangements. These subsidiaries are separate legal entities, and their respective assets and credit are not available to satisfy the debt of Whitestone or any of its other subsidiaries. Debt consisted of the following as of the dates indicated (in thousands): Description September 30, 2018 December 31, 2017 Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2020 (1) $ 9,560 $ 9,740 $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 (2) 50,000 50,000 $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 (3) 50,000 50,000 $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 (4) 100,000 100,000 $80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000 $37.0 million 3.76% Note, due December 1, 2020 (5) 32,359 33,148 $6.5 million 3.80% Note, due January 1, 2019 5,704 5,842 $19.0 million 4.15% Note, due December 1, 2024 19,000 19,000 $20.2 million 4.28% Note, due June 6, 2023 19,089 19,360 $14.0 million 4.34% Note, due September 11, 2024 13,776 13,944 $14.3 million 4.34% Note, due September 11, 2024 14,300 14,300 $16.5 million 4.97% Note, due September 26, 2023 (5) 15,870 16,058 $15.1 million 4.99% Note, due January 6, 2024 14,700 14,865 $2.6 million 5.46% Note, due October 1, 2023 2,441 2,472 $1.3 million 3.47% Note, due November 28, 2018 255 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 (6) 241,200 232,200 Total notes payable principal 668,254 660,929 Less deferred financing costs, net of accumulated amortization (1,630 ) (1,861 ) Total notes payable $ 666,624 $ 659,068 (1) Promissory note includes an interest rate swap that fixed the interest rate at 3.55% through September 24, 2018 and 4.85% beginning September 24, 2018 through September 24, 2020. (2) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 1 (as defined below) at 0.84% through February 3, 2017 and 1.75% beginning February 3, 2017 through October 30, 2020. (3) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 2 (as defined below) at 1.50% . (4) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 3 (as defined below) at 1.73% , (5) Promissory notes were assumed by Pillarstone OP in December 2016 and included in our consolidated balance sheets under the profit-sharing method of accounting as discussed in Note 2. (6) Unsecured line of credit includes certain Pillarstone Properties (as defined and described in more detail below) in determining the amount of credit available under the Facility (as defined and described in more detail below). On May 26, 2017, we, through our subsidiary, Whitestone Houston BLVD Place LLC, a Delaware limited liability company, issued an $80.0 million promissory note to American General Life Insurance Company (the “BLVD Note”). The BLVD Note has a fixed interest rate of 3.72% and a maturity date of June 1, 2027. Proceeds from the BLVD Note were used to fund a portion of the purchase price of the acquisition of BLVD Place (see Note 15 below). On November 7, 2014, we, through our Operating Partnership, entered into an unsecured revolving credit facility (the “2014 Facility”) with the lenders party thereto, with BMO Capital Markets, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and U.S. Bank, National Association, as co-lead arrangers and joint book runners, and Bank of Montreal, as administrative agent (the “Agent”). The 2014 Facility amended and restated our previous unsecured revolving credit facility. On October 30, 2015, we, through our Operating Partnership, entered into the First Amendment to the 2014 Facility (the “First Amendment”) with the guarantors party thereto, the lenders party thereto and the Agent. We refer to the 2014 Facility, as amended by the First Amendment, as the “Facility.” Pursuant to the First Amendment, the Company made the following amendments to the 2014 Facility: • extended the maturity date of the $300 million unsecured revolving credit facility under the 2014 Facility (the “Revolver”) to October 30, 2019 from November 7, 2018; • converted $100 million of outstanding borrowings under the Revolver to a new $100 million unsecured term loan under the 2014 Facility (“Term Loan 3”) with a maturity date of October 30, 2022; • extended the maturity date of the first $50 million unsecured term loan under the 2014 Facility (“Term Loan 1”) to October 30, 2020 from February 17, 2017; and • extended the maturity date of the second $50 million unsecured term loan under the 2014 Facility (“Term Loan 2” and together with Term Loan 1 and Term Loan 3, the “Term Loans”) to January 29, 2021 from November 7, 2019. Borrowings under the Facility accrue interest (at the Operating Partnership's option) at a Base Rate or an Adjusted LIBOR plus an applicable margin based upon our then existing leverage. The applicable margin for Adjusted LIBOR borrowings ranges from 1.40% to 1.95% for the Revolver and 1.35% to 2.25% for the Term Loans. Base Rate means the higher of: (a) the Agent's prime commercial rate, (b) the sum of (i) the average rate quoted by the Agent by two or more federal funds brokers selected by the Agent for sale to the Agent at face value of federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1.00% , and (c) the LIBOR rate for such day plus 1.00% . Adjusted LIBOR means LIBOR divided by one minus the Eurodollar Reserve Percentage. The Eurodollar Reserve Percentage means the maximum reserve percentage at which reserves are imposed by the Board of Governors of the Federal Reserve System on eurocurrency liabilities. We serve as the guarantor for funds borrowed by the Operating Partnership under the Facility. The Facility contains customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, maximum secured indebtedness to total asset value, minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges, and maintenance of a minimum net worth. The Facility also contains customary events of default with customary notice and cure, including, without limitation, nonpayment, breach of covenant, misrepresentation of representations and warranties in a material respect, cross-default to other major indebtedness, change of control, bankruptcy and loss of REIT tax status. The Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity to $700 million , upon the satisfaction of certain conditions, including new commitments from lenders. As of September 30, 2018 , $441.2 million was drawn on the Facility, and our remaining borrowing capacity was $58.8 million . Proceeds from the Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and retenanting of properties in our portfolio and working capital. We intend to use any additional proceeds from the Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditure, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. On December 8, 2016, in connection with the Contribution, the Operating Partnership entered into the Second Amendment to the Facility and Reaffirmation of Guaranties (the “Second Amendment”) with Pillarstone OP, the Company and the other Guarantors party thereto, the lenders party thereto and the Agent. Pursuant to the Second Amendment, following the Contribution, Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC were permitted to remain Material Subsidiaries (as defined in the Facility) and Guarantors under the Facility and their respective Pillarstone Properties were each permitted to remain an Eligible Property (as defined in the Facility) and be included in the Borrowing Base (as defined in the Facility) under the Facility. In addition, on December 8, 2016, Pillarstone OP entered into the Limited Guarantee (the “Limited Guarantee”) with the Agent, pursuant to which Pillarstone OP agreed to be joined as a party to the Facility to provide a limited guarantee up to the amount of availability generated by the Pillarstone Properties owned by Whitestone Offices, LLC and Whitestone CP Woodland Ph. 2, LLC. As of September 30, 2018 , Pillarstone accounted for approximately $14.5 million of the total amount drawn on the Facility. As of September 30, 2018 , our $226.8 million in secured debt was collateralized by 19 properties with a carrying value of $322.1 million . Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and by assignment of the rents and leases associated with those properties. As of September 30, 2018 , our tangible Net Worth (as defined in the Facility) was $343.4 million and, as a result, we were not in compliance with respect to the tangible Net Worth covenant in the Facility, which states that the tangible Net Worth of the Company shall not be less than the sum of $217.0 million plus 85% of the aggregate net proceeds received by the Company after December 8, 2016 in connection with any offering of stock or stock equivalents, or $350.6 million as of September 30, 2018 . We have received two waivers as of September 30, 2018 and can make no assurances that we will be in compliance with this covenant or other covenants under the Facility in future periods or, if we are not in compliance, that we will be able to obtain another waiver. Had we been unable to obtain a waiver or other suitable relief from the lenders under the Facility, an Event of Default (as defined in the Facility) would have occurred, permitting the lenders holding a majority of the commitments under the Facility to, among other things, accelerate the outstanding indebtedness, which would make it immediately due and payable. We are working with the lenders on an amendment to the Facility that would reset at a new threshold and change the definition of Net Worth to add back accumulated depreciation. We expect to have the amendment completed by December 31, 2018. Scheduled maturities of our outstanding debt as of September 30, 2018 were as follows (in thousands): Year Amount Due 2018 $ 1,032 2019 249,489 2020 92,087 2021 51,918 2022 102,007 Thereafter 171,721 Total $ 668,254 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | DERIVATIVES AND HEDGING ACTIVITIES The fair value of our interest rate swaps is as follows (in thousands): Balance Sheet Location Estimated Fair Value Interest rate swaps: September 30, 2018 Prepaid expenses and other assets $ 7,198 December 31, 2017 Prepaid expenses and other assets $ 3,036 On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap with Bank of Montreal that fixed the LIBOR portion of Term Loan 3 under the Facility at 1.725% . In the fourth quarter of 2015, pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $35.0 million of the swap to U.S. Bank, National Association, and $15.0 million of the swap to SunTrust Bank. See Note 7 for additional information regarding the Facility. The swap began on November 30, 2015 and will mature on October 28, 2022. We have designated the interest rate swap as a cash flow hedge with the effective portion of the changes in fair value to be recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value, if any, will be recognized directly in earnings. On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap with Bank of Montreal that fixed the LIBOR portion of Term Loan 1 under the Facility at 1.75% . In the fourth quarter of 2015, pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $3.8 million of the swap to Regions Bank, $6.5 million of the swap to U.S. Bank, National Association, $14.0 million of the swap to Wells Fargo Bank, National Association, $14.0 million of the swap to Bank of America, N.A., and $5.0 million of the swap to SunTrust Bank. See Note 7 for additional information regarding the Facility. The swap began on February 3, 2017 and will mature on October 30, 2020. We have designated the interest rate swap as a cash flow hedge with the effective portion of the changes in fair value to be recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value, if any, will be recognized directly in earnings. On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap with Bank of Montreal that fixed the LIBOR portion of Term Loan 2 under the Facility at 1.50% . In the fourth quarter of 2015, pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $3.8 million of the swap to Regions Bank, $6.5 million of the swap to U.S. Bank, National Association, $14.0 million of the swap to Wells Fargo Bank, National Association, $14.0 million of the swap to Bank of America, N.A., and $5.0 million of the swap to SunTrust Bank. See Note 7 for additional information regarding the Facility. The swap began on December 7, 2015 and will mature on January 29, 2021. We have designated the interest rate swap as a cash flow hedge with the effective portion of the changes in fair value to be recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The ineffective portion of the change in fair value, if any, will be recognized directly in earnings. A summary of our interest rate swap activity is as follows (in thousands): Amount Recognized as Comprehensive Income (Loss) Location of Income (Loss) Recognized in Earnings Amount of Income (Loss) Recognized in Earnings (1) Three months ended September 30, 2018 $ 606 Interest expense $ 231 Three months ended September 30, 2017 $ 172 Interest expense $ (317 ) Nine months ended September 30, 2018 $ 4,163 Interest expense $ 335 Nine months ended September 30, 2017 $ 124 Interest expense $ (1,266 ) (1) There was no ineffective portion of our interest rate swaps to recognize in earnings for the three and nine months ended September 30, 2018 and 2017 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Basic earnings per share for our common shareholders is calculated by dividing income from continuing operations excluding the net income attributable to unvested restricted common shares and the net income attributable to noncontrolling interests, by our weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income attributable to common shareholders, excluding the net income attributable to unvested restricted common shares and the net income attributable to noncontrolling interests, by the weighted average number of common shares including any dilutive unvested restricted common shares. Certain of our performance-based restricted common shares are considered participating securities that require the use of the two-class method for the computation of basic and diluted earnings per share. During the three months ended September 30, 2018 and 2017 , 1,002,026 and 1,083,647 OP units, respectively, were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive, and during the nine months ended September 30, 2018 and 2017 , 1,039,147 and 1,089,876 OP units, respectively, were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive. For the three months ended September 30, 2018 and 2017 , distributions of $121,000 and $152,000 , respectively, were made to holders of certain restricted common shares, $4,000 of which were charged against earnings in each period, and for the nine months ended September 30, 2018 and 2017 , distributions of $237,000 and $356,000 , respectively, were made to holders of certain restricted common shares, $12,000 of which were charged against earnings in each period. See Note 12 for information related to restricted common shares under the 2008 Plan. Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share data) 2018 2017 2018 2017 Numerator: Net income $ 7,837 $ 3,077 $ 12,704 $ 6,613 Less: Net income attributable to noncontrolling interests (193 ) (84 ) (326 ) (201 ) Distributions paid on unvested restricted shares (117 ) (148 ) (225 ) (344 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 7,527 $ 2,845 $ 12,153 $ 6,068 Denominator: Weighted average number of common shares - basic 39,327 37,992 39,200 34,406 Effect of dilutive securities: Unvested restricted shares 1,308 597 1,341 805 Weighted average number of common shares - dilutive 40,635 38,589 40,541 35,211 Earnings Per Share: Basic: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.19 $ 0.07 $ 0.31 $ 0.18 Diluted: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.19 $ 0.07 $ 0.30 $ 0.17 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES With the exception of our taxable REIT subsidiaries, federal income taxes are generally not provided because we intend to and believe we continue to qualify as a REIT under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and because we have distributed and intend to continue to distribute all of our taxable income to our shareholders. As a REIT, we must distribute at least 90% of our REIT taxable income to our shareholders and meet certain income sources and investment restriction requirements. In addition, REITs are subject to a number of organizational and operational requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates. We are subject to the Texas Margin Tax, which is computed by applying the applicable tax rate ( 0.75% for us) to the profit margin, which generally will be determined for us as total revenue less a 30% standard deduction. Although the Texas Margin Tax is not an income tax, FASB ASC 740, “ Income Taxes ” applies to the Texas Margin Tax. For the three months ended September 30, 2018 and 2017 , we recognized approximately $113,000 and $122,000 in margin tax provision, respectively, and for the nine months ended September 30, 2018 and 2017 , we recognized approximately $330,000 and $292,000 in margin tax provision, respectively. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Common Shares Under our declaration of trust, as amended, we have authority to issue up to 400,000,000 common shares of beneficial interest, $0.001 par value per share, and up to 50,000,000 preferred shares of beneficial interest, $0.001 par value per share. Equity Offerings On April 25, 2017, we completed the sale of 8,018,500 common shares, including 1,018,500 common shares purchased by the underwriters upon exercise of their option to purchase additional common shares, at a public offering price per share of $13.00 (the “April 2017 Offering”). Total net proceeds from the April 2017 Offering, after deducting offering expenses, were approximately $99.9 million , which we contributed to the Operating Partnership in exchange for OP units. The Operating Partnership used the net proceeds from the April 2017 Offering to repay a portion of the Facility and for general corporate purposes, including funding a portion of the purchase price of BLVD Place and Eldorado Plaza. On June 4, 2015, we entered into six amended and restated equity distribution agreements for an at-the-market equity distribution program (the “2015 equity distribution agreements”). Pursuant to the terms and conditions of the 2015 equity distribution agreements, we can issue and sell up to an aggregate of $50 million of our common shares. Actual sales will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our common shares, capital needs and our determinations of the appropriate sources of funding for us, and will be made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. We have no obligation to sell any of our common shares, and can at any time suspend offers under the 2015 equity distribution agreements or terminate the 2015 equity distribution agreements. We did no t sell any common shares under the 2015 equity distribution agreements during the three and nine months ended September 30, 2018 . During the three months ended September 30, 2017 , we did no t sell any common shares under the 2015 equity distribution agreements. During the nine months ended September 30, 2017 , we sold 567,302 common shares under the 2015 equity distribution agreements, with net proceeds to us of approximately $7.7 million . In connection with such sales, we paid compensation of approximately $139,000 to the sales agents. Operating Partnership Units Substantially all of our business is conducted through our Operating Partnership. We are the sole general partner of the Operating Partnership. As of September 30, 2018 , we owned a 97.7% interest in the Operating Partnership. Limited partners in the Operating Partnership holding OP units have the right to redeem their OP units for cash or, at our option, common shares at a ratio of one OP unit for one common share. Distributions to OP unit holders are paid at the same rate per unit as distributions per share to holders of Whitestone common shares. As of September 30, 2018 and December 31, 2017 , there were 40,579,890 and 40,184,532 OP units outstanding, respectively. We owned 39,651,283 and 39,100,951 OP units as of September 30, 2018 and December 31, 2017 , respectively. The balance of the OP units is owned by third parties, including certain members of our board of trustees. Our weighted average share ownership in the Operating Partnership was approximately 97.5% and 97.3% for the three months ended September 30, 2018 and 2017 , respectively and approximately 97.4% and 97.0% for the nine months ended September 30, 2018 and 2017 , respectively. During the three months ended September 30, 2018 and 2017 , 79,565 and zero OP units, respectively, were redeemed for an equal number of c ommon shares, and during the nine months ended September 30, 2018 and 2017 , 154,974 and 18,989 OP units, respectively, were redeemed for an equal number of common shares. Distributions The following table summarizes the cash distributions paid or payable to holders of common shares and to holders of noncontrolling OP units during each quarter of 2017 and the nine months ended September 30, 2018 (in thousands, except per share/per OP unit data): Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distributions Per Common Share Amount Paid Distributions Per OP Unit Amount Paid Amount Paid 2018 Third Quarter $ 0.2850 $ 11,294 $ 0.2850 $ 286 $ 11,580 Second Quarter 0.2850 11,203 0.2850 295 11,498 First Quarter 0.2850 11,145 0.2850 309 11,454 Total $ 0.8550 $ 33,642 $ 0.8550 $ 890 $ 34,532 2017 Fourth Quarter $ 0.2850 $ 11,002 $ 0.2850 $ 309 $ 11,311 Third Quarter 0.2850 10,948 0.2850 309 11,257 Second Quarter 0.2850 10,093 0.2850 310 10,403 First Quarter 0.2850 8,429 0.2850 313 8,742 Total $ 1.1400 $ 40,472 $ 1.1400 $ 1,241 $ 41,713 |
Incentive Share Plan
Incentive Share Plan | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Share Plan | INCENTIVE SHARE PLAN On July 29, 2008, our shareholders approved the 2008 Plan. On December 22, 2010, our board of trustees amended the 2008 Plan to allow for awards in or related to Class B common shares pursuant to the 2008 Plan. On June 27, 2012, our Class B common shares were redesignated as “common shares.” The 2008 Plan, as amended, expired on July 29, 2018 and provided that awards may be made with respect to common shares of Whitestone or OP units, which may be redeemed for cash or, at our option, common shares of Whitestone. The maximum aggregate number of common shares issuable under the 2008 Plan was increased upon each issuance of common shares by Whitestone so that at any time the maximum number of common shares issuable under the 2008 Plan equaled 12.5% of the aggregate number of common shares of Whitestone and OP units issued and outstanding (other than common shares and/or OP units issued to or held by Whitestone). The Compensation Committee of our board of trustees administered the 2008 Plan, except with respect to awards to non-employee trustees, for which the 2008 Plan was administered by our board of trustees. The Compensation Committee is authorized to grant share options, including both incentive share options and non-qualified share options, as well as share appreciation rights, either with or without a related option. The Compensation Committee is also authorized to grant restricted common shares, restricted common share units, performance awards and other share-based awards. On April 2, 2014, the Compensation Committee approved the modification of the vesting provisions with respect to awards of an aggregate of 633,704 restricted common shares and restricted common share units granted under the 2008 Plan to certain of our employees. The modified time-based shares vested annually in three equal installments. The modified performance-based restricted common shares and restricted common share units were modified to include performance-based vesting based on achievement of certain absolute financial goals, as well as one to two years of time-based vesting post achievement of financial goals. Continued employment was required through the applicable vesting date. Additionally, 2,049,116 restricted performance-based common share units were granted with the same vesting conditions as the modified performance-based grants described above. If the performance targets are not met prior to December 31, 2018, any unvested performance-based restricted common shares and restricted common share units will be forfeited. The Compensation Committee approved the grant of an aggregate of 320,000 and 143,000 time-based restricted common share units under the 2008 Plan on June 30, 2016 and 2015, respectively, to James C. Mastandrea and David K. Holeman. On September 6, 2017, the Compensation Committee approved the grant of an aggregate of 267,783 performance-based restricted common share units under the 2008 Plan with market-based vesting conditions (the “TSR Units”) to certain of our employees. Vesting is contingent upon achieving Total Shareholder Return relative to the peer group defined in the TSR Unit award agreements over a three -year performance period. At the end of the performance period, the number of common shares awarded for each vested TSR Unit will vary from 0% to 200% depending on the Company's ranking in the peer group (the “TSR Peer Group Ranking”). Continued employment is required through the vesting date. The grant date fair value for each TSR Unit of $12.37 was determined using the Monte Carlo simulation method and is being recognized as share-based compensation expense ratably from the September 30, 2017 grant date to the end of the performance period, December 31, 2019. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the performance period of approximately three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the expected life of the grant. On September 6, 2017, the Compensation Committee approved the grant of an aggregate of 965,000 performance-based restricted common share units under the 2008 Plan which only vest immediately prior to the consummation of a Change in Control (as defined in the 2008 Plan) that occurs on or before September 30, 2024 (the “CIC Units”) to certain of our employees. Continued employment is required through the vesting date. If a Change in Control does not occur on or before September 30, 2024, the CIC Units shall be immediately forfeited. The Company considers a Change in Control on or before September 30, 2024 to be improbable, and no expense has been recognized for the CIC Units. If a Change in Control occurs, any outstanding CIC Units would be expensed immediately on the date of the Change in Control using the grant date fair value. The grant date fair value for each CIC Unit of $13.05 was determined based on the Company's closing share price on the grant date. On March 16, 2018, the Compensation Committee approved the grant of an aggregate of 387,499 time-based restricted common share units under the 2008 Plan, which vest annually in three equal installments, and 4,300 performance-based restricted common share units to certain of our employees. A summary of the share-based incentive plan activity as of and for the nine months ended September 30, 2018 is as follows: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2018 2,481,331 $ 13.60 Granted 391,799 8.74 Vested (400,690 ) 14.34 Forfeited (108,983 ) 12.82 Non-vested at September 30, 2018 2,363,457 $ 12.71 Available for grant at September 30, 2018 3,433,831 A summary of our non-vested and vested shares activity for the nine months ended September 30, 2018 and years ended December 31, 2017 and 2016 is presented below: Shares Granted Shares Vested Non-Vested Shares Issued Weighted Average Grant-Date Fair Value Vested Shares Total Vest-Date Fair Value (in thousands) Nine Months Ended September 30, 2018 391,799 $ 8.74 (400,690 ) $ 5,744 Year Ended December 31, 2017 1,354,534 $ 12.92 (881,710 ) $ 12,829 Year Ended December 31, 2016 545,778 $ 14.85 (734,261 ) $ 10,577 Total compensation recognized in earnings for share-based payments was $1,497,000 and $2,704,000 for the three months ended September 30, 2018 and 2017 , respectively, and $4,894,000 and $7,545,000 for the nine months ended September 30, 2018 and 2017 , respectively. Based on our current financial projections, we expect approximately 62% of the unvested awards, exclusive of 920,000 CIC Units, to vest over the next 30 months. As of September 30, 2018 , there was approximately $1.7 million in unrecognized compensation cost related to outstanding non-vested TSR Units, which are expected to vest over a period of 15 months, and approximately $3.5 million in unrecognized compensation cost related to outstanding non-vested time-based shares, which are expected to be recognized over a period of approximately 30 months beginning on October 1, 2018. We expect to record approximately $6.0 million in non-cash share-based compensation expense in 2018 and $4.1 million subsequent to 2018. The unrecognized share-based compensation cost is expected to vest over a weighted average period of 21 months. The dilutive impact of the performance-based shares will be included in the denominator of the earnings per share calculation beginning in the period that the performance conditions are expected to be met. The dilutive impact of the TSR Units is based on the Company's TSR Peer Group Ranking as of the reporting date and weighted according to the number of days outstanding in the period. As of September 30, 2018 , the TSR Peer Group Ranking called for 200% attainment. The dilutive impact of the CIC Units is based on the probability of a Change in Control. Because the Company considers a Change in Control on or before September 30, 2024 to be improbable, no CIC Units are included in the Company's dilutive shares. At our annual meeting of shareholders on May 11, 2017, our shareholders voted to approve the 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of up to 3,433,831 common shares and OP units pursuant to awards under the 2018 Plan. The 2018 Plan became effective on July 30, 2018, which was the day after the 2008 Plan expired. The Compensation Committee of our board of trustees administers the 2018 Plan, except with respect to awards to non-employee trustees, for which the 2018 Plan is administered by our board of trustees. The Compensation Committee is authorized to grant share options, including both incentive share options and non-qualified share options, as well as share appreciation rights, either with or without a related option. The Compensation Committee is also authorized to grant restricted common shares, restricted common share units, performance awards and other share-based awards. |
Grants to Trustees
Grants to Trustees | 9 Months Ended |
Sep. 30, 2018 | |
Grants to Trustees [Abstract] | |
Grants To Trustees | GRANTS TO TRUSTEES On December 12, 2017, each of our six independent trustees and one trustee emeritus were granted 3,000 common shares, which vested immediately and were prorated based on date appointed. The 16,281 common shares granted to our trustees had a grant date fair value of $14.46 per share. On December 12, 2017, three of our independent trustees each elected to receive a total of 2,320 common shares with a grant date fair value of $14.46 in lieu of cash for board fees. The fair value of the shares granted were determined using quoted prices available on the date of grant. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Historically, our management has not differentiated results of operations by property type or location and, therefore, does not present segment information. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate | REAL ESTATE Property acquisitions. On May 26, 2017, we acquired BLVD Place, a property that meets our Community Centered Property ® strategy, for $158.0 million , including $80.0 million of asset level mortgage financing and $78.0 million in cash and net prorations using borrowings under our Facility and a portion of the net proceeds from the April 2017 Offering. BLVD Place, a 216,944 square foot property, was 99% leased at the time of purchase and is located in Houston, Texas. Included in the purchase of BLVD Place is approximately 1.43 acres of developable land. On May 3, 2017, we acquired Eldorado Plaza, a property that meets our Community Centered Property ® strategy, for $46.6 million in cash and net prorations using borrowings under our Facility and a portion of the net proceeds from the April 2017 Offering. Eldorado Plaza, a 221,577 square foot property, was 96% leased at the time of purchase and is located in McKinney, Texas, a suburb of Dallas, Texas. Development properties. As of March 31, 2017, we had substantially completed construction at our Pinnacle of Scottsdale Phase II property. As of September 30, 2018 , we had incurred approximately $5.3 million in construction costs, including approximately $0.6 million in previously capitalized interest and real estate taxes. The 27,063 square foot Community Centered Property ® was 91% leased as of September 30, 2018 and is located in Scottsdale, Arizona, adjacent to our Pinnacle of Scottsdale retail center. On December 31, 2016, we had substantially completed construction at our Shops at Starwood Phase III property. As of September 30, 2018 , we had incurred approximately $8.4 million in construction costs, including approximately $1.1 million in previously capitalized interest and real estate taxes. The 35,351 square foot Community Centered Property ® was 72% leased as of September 30, 2018 and is located in Frisco, Texas, a northern suburb of Dallas, Texas, adjacent to our Shops at Starwood retail center. Property dispositions. On September 24, 2018, we completed the sale of Torrey Square, located in Houston, Texas, for $8.7 million . We recorded a gain on sale of $4.4 million . We have not included Torrey Square in discontinued operations as it did not meet the definition of discontinued operations. On February 27, 2018, we completed the sale of Bellnott Square, located in Houston, Texas, for $4.7 million . We recorded a gain on sale of $0.3 million . We have not included Bellnott Square in discontinued operations as it did not meet the definition of discontinued operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation. We are the sole general partner of the Operating Partnership and possess full legal control and authority over the operations of the Operating Partnership. As of September 30, 2018 and December 31, 2017 , we owned a majority of the partnership interests in the Operating Partnership. Consequently, the accompanying consolidated financial statements include the accounts of the Operating Partnership. Noncontrolling interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than us. Net income or loss is allocated to noncontrolling interests based on the weighted-average percentage ownership of the Operating Partnership during the period. Issuance of additional common shares of beneficial interest in Whitestone (the “common shares”) and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, common shares on a one -for- one basis (the “OP units”) changes the percentage of ownership interests of both the noncontrolling interests and Whitestone. |
Profit sharing Method | Profit-sharing Method. In accordance with the Financial Accounting Standards Board's (“FASB”) guidance applicable to sales of real estate or interests therein, specifically FASB Accounting Standards Codification (“ASC”) 360-20, “ Real Estate Sales, ” ASC 606, “ Revenue from Contracts with Customers ” and ASC 610, “ Other Income–Gains and Losses from the Derecognition of Nonfinancial Assets ,” we have not recognized the sale of assets to Pillarstone OP and are accounting for the transaction under the profit-sharing method. Until we otherwise meet the requirements to recognize the sale as defined, we will continue to recognize Pillarstone OP's real estate assets and notes payables in our consolidated balance sheets, for all periods following the transaction. Additionally, the profits and losses of Pillarstone OP not attributable to the Company are reported as profit sharing expense. See Note 6 for additional disclosure on Pillarstone OP. |
Basis of Accounting | Basis of Accounting. Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the estimated allowance for doubtful accounts, the estimated fair value of interest rate swaps and the estimates supporting our impairment analysis for the carrying values of our real estate assets. Actual results could differ from those estimates. |
Reclassifications | Reclassifications. We have reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. Other than the effects noted below, these reclassifications had no effect on net income, total assets, total liabilities or equity. |
Restricted Cash | Restricted Cash. We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. During 2015, pursuant to the terms of our $15.1 million 4.99% Note, due January 6, 2024 (see Note 7), which is collateralized by our Anthem Marketplace property, we were required by the lenders thereunder to establish a cash management account controlled by the lenders to collect all amounts generated by our Anthem Marketplace property in order to collateralize such promissory note. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities. We utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedges' change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820. Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable. As of September 30, 2018 , we consider our cash flow hedges to be highly effective. |
Development Properties | Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest, real estate taxes, loan fees, and direct and indirect development costs related to buildings under construction), are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. |
Real Estate Held for Sale and Discontinued Operations | Real Estate Held for Sale and Discontinued Operations. We consider a commercial property to be held for sale when it meets all of the criteria established under ASC 205, “Presentation of Financial Statements.” For commercial properties classified as held for sale, assets and liabilities are presented separately for all periods presented. In accordance with ASC 205, a discontinued operation may include a component of an entity or a group of components of an entity. A disposal of a component of an entity or a group of components of an entity is reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component of an entity or group of components of an entity is classified as held for sale, disposed of by sale or disposed of other than by sale. In addition, ASC 205 requires us to provide additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not meet the criteria for a discontinued operation. |
Share-Based Compensation | Share-Based Compensation. From time to time, we grant nonvested restricted common share awards or restricted common share unit awards, which may be converted into common shares, to executive officers and employees under our 2008 Long-Term Equity Incentive Ownership Plan (the “2008 Plan”). The vast majority of the granted shares and units vest when certain performance conditions are met. We recognize compensation expense when achievement of the performance conditions is probable based on management's most recent estimates using the fair value of the shares as of the grant date. |
Noncontrolling Interests | Noncontrolling Interests. Noncontrolling interests is the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, we have reported noncontrolling interests in equity on the consolidated balance sheets but separate from Whitestone's equity. On the consolidated statements of operations, subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests. The consolidated statement of changes in equity is included for quarterly financial statements, including beginning balances, activity for the period and ending balances for shareholders' equity, noncontrolling interests and total equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements . In May 2014, the FASB issued guidance, as amended in subsequent updates, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseding most of the existing revenue recognition guidance. The standard also requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a modified retrospective basis beginning January 1, 2018, and the adoption of this guidance did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance requiring lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting will remain largely unchanged with the exception of changes related to costs which qualify as initial direct costs. The guidance will also require new qualitative and quantitative disclosures to help financial statement users better understand the timing, amount and uncertainty of cash flows arising from leases. This guidance will be effective for reporting periods on or after December 15, 2018, with early adoption permitted. We will adopt this guidance on a modified retrospective basis beginning January 1, 2019, and such adoption will result in certain costs (primarily legal costs related to lease negotiations) being expensed rather than capitalized. We capitalized $24,000 in legal related costs for the nine months ended September 30, 2018 . In March 2016, the FASB issued guidance simplifying the accounting for share-based payment transactions, including the income tax consequences, balance sheet classification of awards and the classification on the statement of cash flows. We adopted this guidance as of January 1, 2017. The main provision regarding excess tax benefits did not have an impact on our consolidated financial statements due to our status as a REIT for federal income tax purposes. We have elected to continue estimating the number of shares expected to vest in order to determine compensation cost, and we will continue to classify cash paid by us for employee taxes when common shares were repurchased to cover minimum statutory requirements under cash flows from financing activities. In November 2016, the FASB issued guidance requiring that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance effective January 1, 2018, and we have reconciled cash and cash equivalents and restricted cash and restricted cash equivalents on a retrospective basis, whereas under the previous guidance, we reported restricted cash and restricted cash equivalents under cash flows from financing activities. In January 2017, the FASB issued guidance clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or dispositions) of assets or businesses. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a prospective basis beginning January 1, 2018 and believe the majority of our future acquisitions will qualify as asset acquisitions and the associated transaction costs will be capitalized as opposed to expensed under previous guidance. In February 2017, the FASB issued guidance clarifying the scope of asset derecognition guidance, adding guidance for partial sales of nonfinancial assets and clarifying recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a modified retrospective basis beginning January 1, 2018, and the adoption of this guidance did not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table presents the effects of the immaterial error correction on the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 (in thousands): For the Three Months Ended September 30, 2017 As Reported Correction of Error As Adjusted Net income $ 3,140 $ (63 ) $ 3,077 Net income attributable to noncontrolling interests 147 (63 ) 84 For the Nine Months Ended September 30, 2017 As Reported Correction of Error As Adjusted Net income $ 6,841 $ (228 ) $ 6,613 Net income attributable to noncontrolling interests 429 (228 ) 201 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Securities | Available-for-sale securities consisted of the following as of December 31, 2017 (in thousands): December 31, 2017 Amortized Cost Gains in Accumulated Other Comprehensive Income Losses in Accumulated Other Comprehensive Income Estimated Fair Value Real estate sector common stock $ 50 $ — $ (18 ) $ 32 Total available-for-sale securities $ 50 $ — $ (18 ) $ 32 |
Accrued Rents and Accounts Re_2
Accrued Rents and Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accrued Rent and Accounts Receivable, Net | Accrued rents and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands): September 30, 2018 December 31, 2017 Tenant receivables $ 15,558 $ 14,128 Accrued rents and other recoveries 15,482 15,620 Allowance for doubtful accounts (9,291 ) (8,608 ) Other receivables 157 — Total $ 21,906 $ 21,140 |
Unamortized Leasing Commissio_2
Unamortized Leasing Commissions, Legal Fees and Loan Costs (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Unamortized Leasing Comissions and Loan Costs | Costs which have been deferred consist of the following (in thousands): September 30, 2018 December 31, 2017 Leasing commissions $ 8,649 $ 7,861 Deferred legal cost 410 386 Deferred financing cost 4,076 4,071 Total cost 13,135 12,318 Less: leasing commissions accumulated amortization (3,398 ) (3,046 ) Less: deferred legal cost accumulated amortization (111 ) (52 ) Less: deferred financing cost accumulated amortization (2,779 ) (2,063 ) Total cost, net of accumulated amortization $ 6,847 $ 7,157 |
Investment in Real Estate Par_2
Investment in Real Estate Partnership (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Real Estate Investment Financial Statements | The carrying amounts and classification of certain assets and liabilities for Pillarstone OP are now reflected in our consolidated balance sheets according to the profit sharing method as of September 30, 2018 and December 31, 2017 and consisted of the following (in thousands): September 30, 2018 December 31, 2017 Real estate assets, at cost Property $ 97,260 $ 95,146 Accumulated depreciation (38,643 ) (35,980 ) Total real estate assets 58,617 59,166 Investment in real estate partnership 2,770 4,095 Liabilities Notes payable (1) $ (47,939 ) $ (48,840 ) Net carrying value $ 13,448 $ 14,421 (1) Excludes approximately $14.5 million and $15.5 million in notes payable due to Whitestone as of September 30, 2018 and December 31, 2017 , respectively. |
Schedule of Guarantor Obligations | The Company's maximum exposure to loss relating to Pillarstone OP as of September 30, 2018 and December 31, 2017 is as follows (in thousands): September 30, 2018 December 31, 2017 Net carrying value $ 13,448 $ 14,421 OP Unit Purchase Agreement 3,000 3,000 Notes payable (1) 62,412 64,313 Maximum exposure to loss $ 78,860 $ 81,734 (1) Includes approximately $14.5 million and $15.5 million of Whitestone's liability under the Facility as of September 30, 2018 and December 31, 2017 , respectively. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of the dates indicated (in thousands): Description September 30, 2018 December 31, 2017 Fixed rate notes $10.5 million, LIBOR plus 2.00% Note, due September 24, 2020 (1) $ 9,560 $ 9,740 $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 (2) 50,000 50,000 $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 (3) 50,000 50,000 $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 (4) 100,000 100,000 $80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000 $37.0 million 3.76% Note, due December 1, 2020 (5) 32,359 33,148 $6.5 million 3.80% Note, due January 1, 2019 5,704 5,842 $19.0 million 4.15% Note, due December 1, 2024 19,000 19,000 $20.2 million 4.28% Note, due June 6, 2023 19,089 19,360 $14.0 million 4.34% Note, due September 11, 2024 13,776 13,944 $14.3 million 4.34% Note, due September 11, 2024 14,300 14,300 $16.5 million 4.97% Note, due September 26, 2023 (5) 15,870 16,058 $15.1 million 4.99% Note, due January 6, 2024 14,700 14,865 $2.6 million 5.46% Note, due October 1, 2023 2,441 2,472 $1.3 million 3.47% Note, due November 28, 2018 255 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 (6) 241,200 232,200 Total notes payable principal 668,254 660,929 Less deferred financing costs, net of accumulated amortization (1,630 ) (1,861 ) Total notes payable $ 666,624 $ 659,068 (1) Promissory note includes an interest rate swap that fixed the interest rate at 3.55% through September 24, 2018 and 4.85% beginning September 24, 2018 through September 24, 2020. (2) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 1 (as defined below) at 0.84% through February 3, 2017 and 1.75% beginning February 3, 2017 through October 30, 2020. (3) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 2 (as defined below) at 1.50% . (4) Promissory note includes an interest rate swap that fixed the LIBOR portion of Term Loan 3 (as defined below) at 1.73% , (5) Promissory notes were assumed by Pillarstone OP in December 2016 and included in our consolidated balance sheets under the profit-sharing method of accounting as discussed in Note 2. (6) Unsecured line of credit includes certain Pillarstone Properties (as defined and described in more detail below) in determining the amount of credit available under the Facility (as defined and described in more detail below). |
Schedule of Maturities of Debt | Scheduled maturities of our outstanding debt as of September 30, 2018 were as follows (in thousands): Year Amount Due 2018 $ 1,032 2019 249,489 2020 92,087 2021 51,918 2022 102,007 Thereafter 171,721 Total $ 668,254 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of activity and fair value of interest rate swaps | The fair value of our interest rate swaps is as follows (in thousands): Balance Sheet Location Estimated Fair Value Interest rate swaps: September 30, 2018 Prepaid expenses and other assets $ 7,198 December 31, 2017 Prepaid expenses and other assets $ 3,036 A summary of our interest rate swap activity is as follows (in thousands): Amount Recognized as Comprehensive Income (Loss) Location of Income (Loss) Recognized in Earnings Amount of Income (Loss) Recognized in Earnings (1) Three months ended September 30, 2018 $ 606 Interest expense $ 231 Three months ended September 30, 2017 $ 172 Interest expense $ (317 ) Nine months ended September 30, 2018 $ 4,163 Interest expense $ 335 Nine months ended September 30, 2017 $ 124 Interest expense $ (1,266 ) (1) There was no ineffective portion of our interest rate swaps to recognize in earnings for the three and nine months ended September 30, 2018 and 2017 . |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share data) 2018 2017 2018 2017 Numerator: Net income $ 7,837 $ 3,077 $ 12,704 $ 6,613 Less: Net income attributable to noncontrolling interests (193 ) (84 ) (326 ) (201 ) Distributions paid on unvested restricted shares (117 ) (148 ) (225 ) (344 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 7,527 $ 2,845 $ 12,153 $ 6,068 Denominator: Weighted average number of common shares - basic 39,327 37,992 39,200 34,406 Effect of dilutive securities: Unvested restricted shares 1,308 597 1,341 805 Weighted average number of common shares - dilutive 40,635 38,589 40,541 35,211 Earnings Per Share: Basic: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.19 $ 0.07 $ 0.31 $ 0.18 Diluted: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.19 $ 0.07 $ 0.30 $ 0.17 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Distributions | The following table summarizes the cash distributions paid or payable to holders of common shares and to holders of noncontrolling OP units during each quarter of 2017 and the nine months ended September 30, 2018 (in thousands, except per share/per OP unit data): Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distributions Per Common Share Amount Paid Distributions Per OP Unit Amount Paid Amount Paid 2018 Third Quarter $ 0.2850 $ 11,294 $ 0.2850 $ 286 $ 11,580 Second Quarter 0.2850 11,203 0.2850 295 11,498 First Quarter 0.2850 11,145 0.2850 309 11,454 Total $ 0.8550 $ 33,642 $ 0.8550 $ 890 $ 34,532 2017 Fourth Quarter $ 0.2850 $ 11,002 $ 0.2850 $ 309 $ 11,311 Third Quarter 0.2850 10,948 0.2850 309 11,257 Second Quarter 0.2850 10,093 0.2850 310 10,403 First Quarter 0.2850 8,429 0.2850 313 8,742 Total $ 1.1400 $ 40,472 $ 1.1400 $ 1,241 $ 41,713 |
Incentive Share Plan (Tables)
Incentive Share Plan (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Incentive Plan Activity | A summary of the share-based incentive plan activity as of and for the nine months ended September 30, 2018 is as follows: Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2018 2,481,331 $ 13.60 Granted 391,799 8.74 Vested (400,690 ) 14.34 Forfeited (108,983 ) 12.82 Non-vested at September 30, 2018 2,363,457 $ 12.71 Available for grant at September 30, 2018 3,433,831 |
Schedule of Nonvested and Vested Shares Activity | A summary of our non-vested and vested shares activity for the nine months ended September 30, 2018 and years ended December 31, 2017 and 2016 is presented below: Shares Granted Shares Vested Non-Vested Shares Issued Weighted Average Grant-Date Fair Value Vested Shares Total Vest-Date Fair Value (in thousands) Nine Months Ended September 30, 2018 391,799 $ 8.74 (400,690 ) $ 5,744 Year Ended December 31, 2017 1,354,534 $ 12.92 (881,710 ) $ 12,829 Year Ended December 31, 2016 545,778 $ 14.85 (734,261 ) $ 10,577 |
Interim Financial Statements (D
Interim Financial Statements (Details) | 1 Months Ended | 9 Months Ended | |
Jul. 31, 2004shares | Sep. 30, 2018property | Dec. 31, 2017property | |
Real Estate Properties [Line Items] | |||
Reorganization and conversion, number of common shares (in shares) | shares | 1.42857 | ||
Wholly Owned Properties [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 71 | 73 | |
Consolidated Properties [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 14 | ||
Retail Site [Member] | Wholly Owned Properties [Member] | Community Centered Properties™ [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 51 | ||
Land [Member] | Wholly Owned Properties [Member] | Parcels Held for Future Development [Member] | Redevelopment, New Acquisitions Portfolio [Member] | |||
Real Estate Properties [Line Items] | |||
Number of real estate properties | 6 | ||
Pillarstone OP [Member] | |||
Real Estate Properties [Line Items] | |||
Ownership percentage | 81.40% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Conversion basis for common shares to OP units (in shares) | 1 | 1 | ||
Debt Instrument [Line Items] | ||||
Interest expense capitalized | $ 149,000 | $ 146,000 | $ 440,000 | $ 302,000 |
Real estate tax capitalized | 145,000 | 96,000 | 274,000 | 189,000 |
Share-based compensation | 1,497,000 | $ 2,704,000 | 4,894,000 | $ 7,545,000 |
Capitalized legal costs | 24,000 | 24,000 | ||
Anthem Marketplace Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt | $ 15,100,000 | $ 15,100,000 | ||
Stated interest rate | 4.99% | 4.99% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Effects of the Immaterial Error Correction (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Consolidated Statements of Operations and Comprehensive Income | ||||
Net income | $ 7,837 | $ 3,077 | $ 12,704 | $ 6,613 |
Net income attributable to noncontrolling interests | $ 193 | 84 | $ 326 | 201 |
Scenario, Previously Reported [Member] | ||||
Consolidated Statements of Operations and Comprehensive Income | ||||
Net income | 3,140 | 6,841 | ||
Net income attributable to noncontrolling interests | 147 | 429 | ||
Error Correction, Initial Determination of Primary Beneficiary of VIE | Restatement Adjustment [Member] | ||||
Consolidated Statements of Operations and Comprehensive Income | ||||
Net income | (63) | (228) | ||
Net income attributable to noncontrolling interests | $ (63) | $ (228) |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | $ 50,000 | |||
Gains in Accumulated Other Comprehensive Income | 0 | |||
Losses in Accumulated Other Comprehensive Income | (18,000) | |||
Estimated Fair Value | $ 0 | 32,000 | ||
Proceeds from sales of marketable securities | $ 306,000 | 30,000 | $ 306,000 | |
Gross realized loss | $ 5,000 | $ 20,000 | ||
Net unrealized holding loss on available-for-sale securities | $ 111,000 | |||
Real Estate Common Stock [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Amortized Cost | 50,000 | |||
Gains in Accumulated Other Comprehensive Income | 0 | |||
Losses in Accumulated Other Comprehensive Income | (18,000) | |||
Estimated Fair Value | $ 32,000 |
Accrued Rents and Accounts Re_3
Accrued Rents and Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Tenant receivables | $ 15,558 | $ 14,128 |
Accrued rents and other recoveries | 15,482 | 15,620 |
Allowance for doubtful accounts | (9,291) | (8,608) |
Other receivables | 157 | 0 |
Total | $ 21,906 | $ 21,140 |
Unamortized Leasing Commissio_3
Unamortized Leasing Commissions, Legal Fees and Loan Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Leasing commissions | $ 8,649 | $ 7,861 |
Deferred legal cost | 410 | 386 |
Deferred financing cost | 4,076 | 4,071 |
Total cost | 13,135 | 12,318 |
Less: leasing commissions accumulated amortization | (3,398) | (3,046) |
Less: deferred legal cost accumulated amortization | (111) | (52) |
Less: deferred financing cost accumulated amortization | (2,779) | (2,063) |
Total cost, net of accumulated amortization | $ 6,847 | $ 7,157 |
Investment in Real Estate Par_3
Investment in Real Estate Partnership (Details) $ / shares in Units, $ in Thousands | Dec. 08, 2016USD ($)propertysubsidiary$ / shares | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Real estate assets, at cost | |||
Property | $ 1,146,951 | $ 1,149,454 | |
Accumulated depreciation | (145,807) | (131,034) | |
Total real estate assets | 1,001,144 | 1,018,420 | |
Investment in real estate partnership | 2,770 | 4,095 | |
Liabilities: | |||
Notes payable | $ (666,624) | (659,068) | |
Pillarstone Variable Interest Entity | |||
Variable Interest Entity [Line Items] | |||
Number of wholly-owned subsidiaries | subsidiary | 4 | ||
Number of real estate properties | property | 14 | ||
Consideration amount | $ 84,000 | ||
Consideration, limited partnership interest | $ 18,100 | ||
Consideration, limited partnership interest (in dollars per share) | $ / shares | $ 1.331 | ||
Liabilities assumed | $ 65,900 | ||
OP unit purchase agreement amount | $ 3,000 | ||
OP unit purchase agreement unit price (in dollars per share) | $ / shares | $ 1.331 | ||
Property management fee, percent | 5.00% | ||
Asset management fee, percent | 0.125% | ||
OP unit purchase agreement term | 2 years | ||
Pillarstone Variable Interest Entity | Uptown Tower [Member] | |||
Variable Interest Entity [Line Items] | |||
Property management fee, percent | 3.00% | ||
Asset management fee, percent | 0.125% | ||
Pillarstone Variable Interest Entity | Line of Credit [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities assumed | $ 15,500 | ||
Pillarstone Variable Interest Entity | Notes Payable, Other Payables [Member] | Uptown Tower Promissory Note [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities assumed | 16,300 | ||
Pillarstone Variable Interest Entity | Notes Payable, Other Payables [Member] | Industrial-Office Promissory Note [Member] | |||
Variable Interest Entity [Line Items] | |||
Liabilities assumed | $ 34,100 | ||
Pillarstone OP [Member] | |||
Variable Interest Entity [Line Items] | |||
Ownership percentage | 81.40% | ||
Pillarstone OP [Member] | |||
Real estate assets, at cost | |||
Property | $ 97,260 | 95,146 | |
Accumulated depreciation | (38,643) | (35,980) | |
Total real estate assets | 58,617 | 59,166 | |
Liabilities: | |||
Notes payable | (47,939) | (48,840) | |
Net carrying value | 13,448 | 14,421 | |
Pillarstone OP [Member] | Consolidation, Eliminations [Member] | |||
Liabilities: | |||
Notes payable | $ 14,500 | $ 15,500 |
Investment in Real Estate Par_4
Investment in Real Estate Partnership - Maximum Exposure to Loss (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Guarantor Obligations [Line Items] | ||
Maximum exposure to loss | $ 78,860 | $ 81,734 |
Net carrying value | ||
Guarantor Obligations [Line Items] | ||
Maximum exposure to loss | 13,448 | 14,421 |
OP Unit Purchase Agreement | ||
Guarantor Obligations [Line Items] | ||
Maximum exposure to loss | 3,000 | 3,000 |
Notes payable | ||
Guarantor Obligations [Line Items] | ||
Maximum exposure to loss | $ 62,412 | $ 64,313 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) | Nov. 07, 2014 | Sep. 30, 2018 | Sep. 25, 2018 | Sep. 24, 2018 | Dec. 31, 2017 | May 26, 2017 | Feb. 04, 2017 | Feb. 03, 2017 |
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 668,254,000 | $ 660,929,000 | ||||||
Less deferred financing costs, net of accumulated amortization | (1,630,000) | (1,861,000) | ||||||
Total notes payable | 666,624,000 | 659,068,000 | ||||||
Fixed rate notes | $10.5 million, LIBOR plus 2.00% Note, due September 24, 2020 | LIBOR Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | 9,560,000 | 9,740,000 | ||||||
Face amount of debt | $ 10,500,000 | |||||||
Basis spread on variable rate | 2.00% | |||||||
Fixed rate notes | $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 50,000,000 | 50,000,000 | ||||||
Face amount of debt | $ 50,000,000 | |||||||
Imputed interest rate | 1.75% | |||||||
Fixed rate notes | $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.35% | |||||||
Fixed rate notes | $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.90% | |||||||
Fixed rate notes | $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 50,000,000 | 50,000,000 | ||||||
Face amount of debt | $ 50,000,000 | |||||||
Imputed interest rate | 1.50% | |||||||
Fixed rate notes | $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.35% | |||||||
Fixed rate notes | $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.90% | |||||||
Fixed rate notes | $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 100,000,000 | 100,000,000 | ||||||
Face amount of debt | $ 100,000,000 | |||||||
Imputed interest rate | 1.73% | |||||||
Fixed rate notes | $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.65% | |||||||
Fixed rate notes | $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Fixed rate notes | $80.0 million, 3.72% Note, due June 1, 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 80,000,000 | 80,000,000 | ||||||
Face amount of debt | $ 80,000,000 | $ 80,000,000 | ||||||
Stated interest rate | 3.72% | 3.72% | ||||||
Fixed rate notes | $37.0 million 3.76% Note, due December 1, 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 32,359,000 | 33,148,000 | ||||||
Face amount of debt | $ 37,000,000 | |||||||
Stated interest rate | 3.76% | |||||||
Fixed rate notes | $6.5 million 3.80% Note, due January 1, 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 5,704,000 | 5,842,000 | ||||||
Face amount of debt | $ 6,500,000 | |||||||
Stated interest rate | 3.80% | |||||||
Fixed rate notes | $19.0 million 4.15% Note, due December 1, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 19,000,000 | 19,000,000 | ||||||
Face amount of debt | $ 19,000,000 | |||||||
Stated interest rate | 4.15% | |||||||
Fixed rate notes | $20.2 million 4.28% Note, due June 6, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 19,089,000 | 19,360,000 | ||||||
Face amount of debt | $ 20,200,000 | |||||||
Stated interest rate | 4.28% | |||||||
Fixed rate notes | $14.0 million 4.34% Note, due September 11, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 13,776,000 | 13,944,000 | ||||||
Face amount of debt | $ 14,000,000 | |||||||
Stated interest rate | 4.34% | |||||||
Fixed rate notes | $14.3 million 4.34% Note, due September 11, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 14,300,000 | 14,300,000 | ||||||
Face amount of debt | $ 14,300,000 | |||||||
Stated interest rate | 4.34% | |||||||
Fixed rate notes | $16.5 million 4.97% Note, due September 26, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 15,870,000 | 16,058,000 | ||||||
Face amount of debt | $ 16,500,000 | |||||||
Stated interest rate | 4.97% | |||||||
Fixed rate notes | $15.1 million 4.99% Note, due January 6, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 14,700,000 | 14,865,000 | ||||||
Face amount of debt | $ 15,100,000 | |||||||
Stated interest rate | 4.99% | |||||||
Fixed rate notes | $2.6 million 5.46% Note, due October 1, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 2,441,000 | 2,472,000 | ||||||
Face amount of debt | $ 2,600,000 | |||||||
Stated interest rate | 5.46% | |||||||
Fixed rate notes | $1.3 million 3.47% Note, due November 28, 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 255,000 | 0 | ||||||
Face amount of debt | $ 1,300,000 | |||||||
Stated interest rate | 3.47% | |||||||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 | LIBOR Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Total notes payable principal | $ 241,200,000 | $ 232,200,000 | ||||||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 | Minimum | LIBOR Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.40% | |||||||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.95%, due October 30, 2019 | Maximum | LIBOR Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.95% | |||||||
Interest rate swap | $10.5 million, LIBOR plus 2.00% Note, due September 24, 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 4.85% | 3.55% | ||||||
Interest rate swap | $50.0 million, 1.75% plus 1.35% to 1.90% Note, due October 30, 2020 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 1.75% | 0.84% | ||||||
Interest rate swap | $50.0 million, 1.50% plus 1.35% to 1.90% Note, due January 29, 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 1.50% | |||||||
Interest rate swap | $100.0 million, 1.73% plus 1.65% to 2.25% Note, due October 30, 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 1.73% | |||||||
Term loan | Minimum | LIBOR Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.35% | |||||||
Term loan | Maximum | LIBOR Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Nov. 07, 2014USD ($) | Sep. 30, 2018USD ($)property | May 26, 2017USD ($) |
Debt Instrument [Line Items] | |||
Secured debt | $ 226,800,000 | ||
Number of collateralized properties (in collateralized properties) | property | 19 | ||
Carrying value of collateralized properties | $ 322,100,000 | ||
Fixed rate notes | $80.0 million, 3.72% Note, due June 1, 2027 | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.72% | 3.72% | |
Face amount of debt | $ 80,000,000 | $ 80,000,000 | |
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 300,000,000 | ||
Credit facility, expanded maximum borrowing capacity | 700,000,000 | ||
Line of credit outstanding | 441,200,000 | ||
Credit facility, remaining borrowing capacity | 58,800,000 | ||
Tangible net worth | 343,400,000 | ||
Covenant, tangible net worth, amount, minimum | 350,600,000 | ||
Covenant, tangible net worth threshold before percentage of aggregate net proceeds, amount | $ 217,000,000 | ||
Covenant, tangible net worth, percentage of aggregate net proceeds, minimum | 85.00% | ||
Revolving credit facility | LIBOR Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Revolving credit facility | LIBOR Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.40% | ||
Revolving credit facility | LIBOR Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.95% | ||
Term loan | LIBOR Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.35% | ||
Term loan | LIBOR Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
Term loan | Term Loan 1 [Member] | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 50,000,000 | ||
Term loan | Term Loan 2 [Member] | |||
Debt Instrument [Line Items] | |||
Face amount of debt | 50,000,000 | ||
Term loan | Term Loan 3 [Member] | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 100,000,000 | ||
Pillarstone [Member] | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Line of credit outstanding | $ 14,500,000 |
Debt (Schedule of Maturities of
Debt (Schedule of Maturities of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 1,032 | |
2,019 | 249,489 | |
2,020 | 92,087 | |
2,021 | 51,918 | |
2,022 | 102,007 | |
Thereafter | 171,721 | |
Total | $ 668,254 | $ 660,929 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Nov. 19, 2015 | |
Term Loan 1 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | $ 14,000 | ||||||
Regions Bank [Member] | Term Loan 1 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 3,800 | ||||||
Regions Bank [Member] | Term Loan 2 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 3,800 | ||||||
U.S. Bank National Association [Member] | Term Loan 3 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 35,000 | ||||||
U.S. Bank National Association [Member] | Term Loan 1 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 6,500 | ||||||
U.S. Bank National Association [Member] | Term Loan 2 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 6,500 | ||||||
Wells Fargo Bank, National Association [Member] | Term Loan 1 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 14,000 | ||||||
Wells Fargo Bank, National Association [Member] | Term Loan 2 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 14,000 | ||||||
Bank of American, N.A. [Member] | Term Loan 2 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 14,000 | ||||||
SunTrust Bank [Member] | Term Loan 3 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 15,000 | ||||||
SunTrust Bank [Member] | Term Loan 1 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | 5,000 | ||||||
SunTrust Bank [Member] | Term Loan 2 [Member] | |||||||
Derivative [Line Items] | |||||||
Interest Rate Swap Assigned to Counterparty | $ 5,000 | ||||||
Interest Rate Swaps [Member] | Interest Expense [Member] | |||||||
Derivative [Line Items] | |||||||
Amount Recognized as Comprehensive Income (Loss) | $ 606 | $ 172 | $ 4,163 | $ 124 | |||
Amount of Loss Recognized in Earnings | 231 | $ (317) | 335 | $ (1,266) | |||
Interest Rate Swaps [Member] | Cash Flow Hedging [Member] | Term Loan 3 [Member] | |||||||
Derivative [Line Items] | |||||||
Fixed interest rate | 1.725% | ||||||
Interest Rate Swaps [Member] | Cash Flow Hedging [Member] | Term Loan 1 [Member] | |||||||
Derivative [Line Items] | |||||||
Fixed interest rate | 1.75% | ||||||
Interest Rate Swaps [Member] | Cash Flow Hedging [Member] | Term Loan 2 [Member] | |||||||
Derivative [Line Items] | |||||||
Fixed interest rate | 1.502% | ||||||
Prepaid expenses and other assets [Member] | Interest Rate Swaps [Member] | |||||||
Derivative [Line Items] | |||||||
Estimated Fair Value | $ 7,198 | $ 7,198 | $ 3,036 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Distributions to holders of certain restricted common shares charged against earnings | $ 1,497 | $ 2,704 | $ 4,894 | $ 7,545 |
Numerator: | ||||
Net income | 7,837 | 3,077 | 12,704 | 6,613 |
Less: Net income attributable to noncontrolling interests | (193) | (84) | (326) | (201) |
Distributions paid on unvested restricted shares | (117) | (148) | (225) | (344) |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 7,527 | $ 2,845 | $ 12,153 | $ 6,068 |
Denominator: | ||||
Weighted average number of common shares - basic (in shares) | 39,327,000 | 37,992,000 | 39,200,000 | 34,406,000 |
Effect of dilutive securities: | ||||
Unvested restricted shares (in shares) | 1,308,000 | 597,000 | 1,341,000 | 805,000 |
Weighted average number of common shares - dilutive (in shares) | 40,635,000 | 38,589,000 | 40,541,000 | 35,211,000 |
Basic: | ||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.19 | $ 0.07 | $ 0.31 | $ 0.18 |
Diluted: | ||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.19 | $ 0.07 | $ 0.30 | $ 0.17 |
OP Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
OP units excluded from diluted earnings per share because their effect would be anti-dilutive (in shares) | 1,002,026 | 1,083,647 | 1,039,147 | 1,089,876 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Distributions to holders of certain restricted common shares | $ 121 | $ 152 | $ 237 | $ 356 |
Distributions to holders of certain restricted common shares charged against earnings | $ 4 | $ 4 | $ 12 | $ 12 |
Income Taxes (Details)
Income Taxes (Details) - Texas [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Contingency [Line Items] | ||||
Applicable tax rate used to determine state margin tax | 0.75% | |||
Standard deduction rate used to determine state margin tax | 30.00% | |||
Margin tax provision recognized | $ 113 | $ 122 | $ 330 | $ 292 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | Apr. 25, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / shares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Jun. 04, 2015USD ($)agreement |
Class of Stock [Line Items] | ||||||||||||
Common shares, authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||
Common shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Preferred shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Proceeds from issuance of common shares, net of offering costs | $ | $ 0 | $ 107,619 | ||||||||||
Number of equity distribution agreements | agreement | 6 | |||||||||||
Equity distribution agreements, authorized amount | $ | $ 50,000 | |||||||||||
Ownership interest in operating partnership | 97.70% | |||||||||||
Conversion basis for common shares to OP units (in shares) | 1 | 1 | ||||||||||
Weighted-average share ownership in operating partnership | 97.50% | 97.30% | 97.40% | 97.00% | ||||||||
Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||||||||
Preferred shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
OP Units [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
OP units outstanding (in shares) | 40,579,890 | 40,184,532 | 40,579,890 | 40,184,532 | ||||||||
OP units owned (in shares) | 39,651,283 | 39,100,951 | 39,651,283 | 39,100,951 | ||||||||
Conversion of stock, shares converted (in shares) | 79,565 | 0 | 154,974 | 18,989 | ||||||||
April Offering [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common shares, net of offering costs (in shares) | 8,018,500 | |||||||||||
Share price (in shares) | $ / shares | $ 13 | |||||||||||
Proceeds from issuance of common shares, net of offering costs | $ | $ 99,900 | |||||||||||
Underwriter Option [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common shares, net of offering costs (in shares) | 1,018,500 | |||||||||||
2015 Equity Distribution Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of common shares, net of offering costs (in shares) | 0 | 0 | 0 | 567,302 | ||||||||
Proceeds from issuance of common shares, net of offering costs | $ | $ 7,700 | |||||||||||
Payments for compensation to sales agents | $ | $ 139 | |||||||||||
Cash Distribution [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Cash distribution paid | $ | $ 11,580 | $ 11,498 | $ 11,454 | $ 11,311 | $ 11,257 | $ 10,403 | $ 8,742 | $ 34,532 | $ 41,713 | |||
Cash Distribution [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Cash distribution paid (in dollars per share) | $ / shares | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.8550 | $ 1.1400 | |||
Cash distribution paid | $ | $ 11,294 | $ 11,203 | $ 11,145 | $ 11,002 | $ 10,948 | $ 10,093 | $ 8,429 | $ 33,642 | $ 40,472 | |||
Cash Distribution [Member] | OP Units [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Cash distribution paid (in dollars per share) | $ / shares | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.8550 | $ 1.1400 | |||
Cash distribution paid | $ | $ 286 | $ 295 | $ 309 | $ 309 | $ 309 | $ 310 | $ 313 | $ 890 | $ 1,241 |
Incentive Share Plan (Narrative
Incentive Share Plan (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2018 | Sep. 06, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Apr. 02, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | May 11, 2017 | Dec. 22, 2010 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation | $ 1,497 | $ 2,704 | $ 4,894 | $ 7,545 | |||||||
Minimum | Time-Based Vesting [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 1 year | ||||||||||
Maximum | Time-Based Vesting [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 2 years | ||||||||||
Restricted Common Shares and Restricted Share Units [Member] | Time and Performance-Based Vesting [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate shares granted (in shares) | 633,704 | ||||||||||
Restricted Common Shares and Restricted Share Units [Member] | Time-Based Vesting [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate shares granted (in shares) | 320,000 | 143,000 | |||||||||
Restricted Common Shares and Restricted Share Units [Member] | Performance Vesting [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Aggregate shares granted (in shares) | 2,049,116 | ||||||||||
Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock granted (in shares) | 4,300 | ||||||||||
Restricted Stock [Member] | Market-Based Vesting (TSR Units) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 15 months | ||||||||||
Restricted stock granted (in shares) | 267,783 | ||||||||||
Performance period | 3 years | ||||||||||
Award vesting percentage | 200.00% | ||||||||||
Grant date fair value (in dollars per share) | $ 12.37 | ||||||||||
Unrecognized compensation cost | 1,700 | $ 1,700 | |||||||||
Restricted Stock [Member] | Immediate Vesting (CIC Units) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock granted (in shares) | 965,000 | 920,000 | |||||||||
Grant date fair value (in dollars per share) | $ 13.05 | ||||||||||
Restricted Stock [Member] | Minimum | Market-Based Vesting (TSR Units) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting percentage | 0.00% | ||||||||||
Restricted Stock [Member] | Maximum | Market-Based Vesting (TSR Units) [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting percentage | 200.00% | ||||||||||
Time-Based Restricted Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock granted (in shares) | 387,499 | ||||||||||
Performance Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 30 months | ||||||||||
Non-Cash Share Based Compensation in 2014 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost | 6,000 | $ 6,000 | |||||||||
Non-Cash Share Based Compensation Subsequent to 2014 [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost | 4,100 | $ 4,100 | |||||||||
Unrecognized compensation cost, period for recognition | 21 months | ||||||||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of maximum number of shares issued under plan to aggregate shares | 12.50% | ||||||||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | Restricted Common Shares and Restricted Share Units [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting percentage | 62.00% | ||||||||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | Non-Vested Time Based Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation cost | $ 3,500 | $ 3,500 | |||||||||
Unrecognized compensation cost, period for recognition | 30 months | ||||||||||
2018 Long-Term Equity Incentive Ownership Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized (in shares) | 3,433,831 |
Incentive Share Plan (Schedule
Incentive Share Plan (Schedule of Share-Based Incentive Plan Activity) (Details) - 2008 Long-Term Equity Incentive Ownership Plan [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Non-vested, beginning balance (in shares) | 2,481,331 | ||
Granted (in shares) | 391,799 | 1,354,534 | 545,778 |
Vested (in shares) | (400,690) | (881,710) | (734,261) |
Forfeited (in shares) | (108,983) | ||
Non-vested, ending balance (in shares) | 2,363,457 | 2,481,331 | |
Shares, Available for grant (in shares) | 3,433,831 | ||
Weighted Average Grant Date Fair Value | |||
Non-vested, ending balance (in dollars per share) | $ 12.71 | $ 13.60 | |
Granted (in dollars per share) | 8.74 | $ 12.92 | $ 14.85 |
Vested (in dollars per share) | 14.34 | ||
Forfeited (in dollars per share) | 12.82 | ||
Non-vested, beginning balance (in dollars per share) | $ 13.60 |
Incentive Share Plan (Schedul_2
Incentive Share Plan (Schedule of Nonvested and Vested Shares Activity) (Details) - 2008 Long-Term Equity Incentive Ownership Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Granted, Non-Vested Shares Issued (in shares) | 391,799 | 1,354,534 | 545,778 |
Shares Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 8.74 | $ 12.92 | $ 14.85 |
Shares Vested (in shares) | (400,690) | (881,710) | (734,261) |
Shares Vested, Total Vest-Date Fair Value | $ 5,744 | $ 12,829 | $ 10,577 |
Grants to Trustees (Details)
Grants to Trustees (Details) | Dec. 12, 2017trustee$ / sharesshares |
Individual Trustee Grant Agreements 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of independent trustees (in trustees) | trustee | 6 |
Number of trustee emeritus (in trustees) | trustee | 1 |
Individual Trustee Grant Agreements 1 [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock granted to trustees, vested in period (in shares) | shares | 3,000 |
Restricted stock granted to each trustee (in shares) | shares | 16,281 |
Restricted stock granted to trustees, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 14.46 |
Individual Trustee Grant Agreements 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of independent trustees (in trustees) | trustee | 3 |
Individual Trustee Grant Agreements 2 [Member] | Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock granted to each trustee (in shares) | shares | 2,320 |
Restricted stock granted to trustees, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 14.46 |
Real Estate (Details)
Real Estate (Details) | Sep. 24, 2018USD ($) | Feb. 27, 2018USD ($) | May 26, 2017USD ($)aft² | May 03, 2017USD ($)ft² | Sep. 30, 2018USD ($)ft² | Sep. 30, 2017USD ($) |
Real Estate [Line Items] | ||||||
Gain on sale or disposal of assets and properties | $ 4,360,000 | $ (119,000) | ||||
Pinnacle of Scottsdale Phase II [Member] | ||||||
Real Estate [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 27,063 | |||||
Property percentage occupied | 91.00% | |||||
Construction Payable | $ 5,270,000 | |||||
Capitalized Interest and Real Estate Taxes | $ 587,886 | |||||
Shops at Starwood Phase III [Member] | ||||||
Real Estate [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 35,351 | |||||
Property percentage occupied | 72.00% | |||||
Construction Payable | $ 8,400,000 | |||||
Capitalized Interest and Real Estate Taxes | $ 1,100,000 | |||||
Torrey Square [Member] | ||||||
Real Estate [Line Items] | ||||||
Proceeds from sale of real estate | $ 8,700,000 | |||||
Gain on sale or disposal of assets and properties | $ 4,400,000 | |||||
Bellnot Square [Member] | ||||||
Real Estate [Line Items] | ||||||
Proceeds from sale of real estate | $ 4,700,000 | |||||
Gain on sale or disposal of assets and properties | $ 300,000 | |||||
BLVD Place [Member] | ||||||
Real Estate [Line Items] | ||||||
Consideration transfered | $ 158,000,000 | |||||
Mortgage financing | 80,000,000 | |||||
Cash purchase price | $ 78,000,000 | |||||
Gross leasable area (in square feet) | ft² | 216,944 | |||||
Property percentage occupied | 99.00% | |||||
Area of land (in acres) | a | 1.43 | |||||
El Dorado Plaza [Member] | ||||||
Real Estate [Line Items] | ||||||
Consideration transfered | $ 46,600,000 | |||||
Gross leasable area (in square feet) | ft² | 221,577 | |||||
Property percentage occupied | 96.00% |