Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Transition Report | false | |
Entity File Number | 001-34855 | |
Entity Registrant Name | Whitestone REIT | |
Entity Central Index Key | 0001175535 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 76-0594970 | |
Entity Address, Address Line One | 2600 South Gessner, | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Houston, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77063 | |
City Area Code | 713 | |
Local Phone Number | 827-9595 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,354,265 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Shares of Beneficial Interest, par value $0.001 per share | |
Trading Symbol | WSR | |
Security Exchange Name | NYSE | |
Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Real estate assets, at cost | |||
Property | $ 1,104,963 | $ 1,099,955 | |
Accumulated depreciation | (157,303) | (137,933) | |
Total real estate assets | 947,660 | 962,022 | |
Investment in real estate partnership | 34,849 | 34,097 | |
Cash and cash equivalents | 38,990 | 15,530 | |
Restricted cash | 128 | 113 | |
Escrows and acquisition deposits | 7,866 | 8,388 | |
Accounts Receivable, after Allowance for Credit Loss | 23,604 | 22,854 | |
Receivable due from related party | 1,302 | 477 | |
Unamortized lease commissions, legal fees and loan costs | 8,082 | 8,960 | |
Prepaid expenses and other assets | [1] | 2,444 | 3,819 |
Operating lease right of use assets (net) (related to adoption of Topic 842) | 813 | 1,328 | |
Total assets | 1,064,925 | 1,056,260 | |
Liabilities: | |||
Notes payable | 666,516 | 644,699 | |
Accounts payable and accrued expenses | [2] | 49,861 | 39,336 |
Operating lease liabilities (related to adoption of Topic 842) | 819 | 1,331 | |
Payable due to related party | 845 | 307 | |
Tenants' security deposits | 6,915 | 6,617 | |
Dividends and distributions payable | 4,528 | 12,203 | |
Total liabilities | 728,665 | 703,162 | |
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, 2020 and December 31, 2019 | 0 | 0 | |
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 42,353,309 and 41,492,117 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 42 | 41 | |
Additional paid-in capital | 560,129 | 554,816 | |
Accumulated deficit | (214,468) | (204,049) | |
Accumulated other comprehensive loss | (15,707) | (5,491) | |
Total Whitestone REIT shareholders' equity | 329,996 | 345,317 | |
Noncontrolling interest in subsidiary | 6,264 | 7,781 | |
Total equity | 336,260 | 353,098 | |
Total liabilities and equity | $ 1,064,925 | $ 1,056,260 | |
[1] | Operating lease right of use assets (net) | ||
[2] | Operating lease liabilities |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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) | 42,353,309 | 41,492,117 |
Common shares, outstanding (in shares) | 42,353,309 | 41,492,117 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Revenues | |||||
Rental | [1] | $ 28,868 | $ 29,368 | $ 86,116 | $ 87,527 |
Management, transaction, and other fees | 1,032 | 511 | 1,965 | 1,624 | |
Total revenues | 29,900 | 29,879 | 88,081 | 89,151 | |
Operating expenses | |||||
Depreciation and amortization | 7,171 | 6,789 | 21,112 | 19,865 | |
Operating and maintenance | 5,029 | 5,118 | 15,021 | 14,760 | |
Real estate taxes | 4,670 | 4,410 | 13,591 | 12,474 | |
General and administrative | 5,860 | 5,597 | 15,604 | 16,514 | |
Total operating expenses | 22,730 | 21,914 | 65,328 | 63,613 | |
Other expenses (income) | |||||
Interest expense | 6,400 | 6,679 | 19,561 | 19,738 | |
Loss on sale or disposal of assets and assets held for sale | 18 | 0 | 882 | 115 | |
Interest, dividend and other investment income | (71) | (141) | (206) | (550) | |
Total other expense | 6,347 | 6,538 | 20,237 | 19,303 | |
Income before equity investments in real estate partnerships and income tax | 823 | 1,427 | 2,516 | 6,235 | |
Equity in earnings of real estate partnership | 196 | 524 | 752 | 1,480 | |
Provision for income tax | (105) | (102) | (288) | (324) | |
Income from continuing operations | 914 | 1,849 | 2,980 | 7,391 | |
Gain on sale of property from discontinued operations | 0 | 0 | 0 | 701 | |
Income from discontinued operations | 0 | 0 | 0 | 701 | |
Net income | 914 | 1,849 | 2,980 | 8,092 | |
Less: Net income attributable to noncontrolling interests | 14 | 42 | 58 | 184 | |
Net income attributable to Whitestone REIT | $ 900 | $ 1,807 | $ 2,922 | $ 7,908 | |
Basic Earnings Per Share: | |||||
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.18 | |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0 | 0 | 0.02 | |
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.02 | 0.04 | 0.07 | 0.20 | |
Diluted Earnings Per Share: | |||||
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.02 | 0.04 | 0.07 | 0.17 | |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0 | 0 | 0.02 | |
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.19 | |
Weighted average number of common shares outstanding: | |||||
Basic (in shares) | 42,346 | 40,187 | 42,202 | 39,942 | |
Diluted (in shares) | 43,440 | 41,446 | 43,040 | 41,084 | |
Consolidated Statements of Comprehensive Income | |||||
Net income | $ 914 | $ 1,849 | $ 2,980 | $ 8,092 | |
Other comprehensive gain | |||||
Unrealized gain (loss) on cash flow hedging activities | 1,241 | (2,235) | (10,395) | (11,740) | |
Comprehensive income (loss) | 2,155 | (386) | (7,415) | (3,648) | |
Less: Net income attributable to noncontrolling interests | 14 | 42 | 58 | 184 | |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 43 | (51) | (203) | (266) | |
Comprehensive income (loss) attributable to Whitestone REIT | 2,098 | (377) | (7,270) | (3,566) | |
Rental Revenues | |||||
Rental revenues | 21,808 | 21,623 | 65,591 | 64,752 | |
Recoveries | 8,339 | 8,240 | 24,976 | 23,701 | |
Bad debt | (1,279) | (495) | (4,451) | (926) | |
Total rental | [1] | $ 28,868 | $ 29,368 | $ 86,116 | $ 87,527 |
[1] | (1) Rental Rental revenues $ 21,808 $ 21,623 $ 65,591 $ 64,752 Recoveries 8,339 8,240 24,976 23,701 Bad debt (1,279) (495) (4,451) (926) Total rental $ 28,868 $ 29,368 $ 86,116 $ 87,527 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Gain [Member] | Total Shareholders' Equity [Member] | Noncontrolling Interests [Member] | |
Beginning Balance (in shares) at Dec. 31, 2018 | 39,778,000 | |||||||
Beginning Balance (in units) at Dec. 31, 2018 | 929,000 | |||||||
Beginning Balance at Dec. 31, 2018 | $ 359,150 | $ 39 | $ 527,662 | $ (181,361) | $ 4,116 | $ 350,456 | $ 8,694 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares (in shares) | (1,000) | (1,000) | ||||||
Exchange of noncontrolling interest OP units for common shares | 0 | 5 | 5 | $ (5) | ||||
Exchange offer costs | (6) | (6) | (6) | |||||
Issuance of shares under dividend reinvestment plan (in shares) | 3,000 | |||||||
Issuance of shares under dividend reinvestment plan | 34 | 34 | 34 | |||||
Repurchase of common shares (in shares) | [1] | (64,000) | ||||||
Repurchase of common shares | [1] | (762) | (762) | (762) | ||||
Share-based compensation (in shares) | 111,000 | |||||||
Share-based compensation | 1,883 | $ 1 | 1,882 | 1,883 | ||||
Distributions | (11,615) | (11,351) | (11,351) | (264) | ||||
Unrealized loss on change in value of cash flow hedge | (3,470) | (3,390) | (3,390) | (80) | ||||
Net income | 2,839 | 2,774 | 2,774 | $ 65 | ||||
Ending Balance (in shares) at Mar. 31, 2019 | 39,829,000 | |||||||
Ending Balance (in units) at Mar. 31, 2019 | 928,000 | |||||||
Ending Balance at Mar. 31, 2019 | 348,053 | $ 40 | 528,815 | (189,938) | 726 | 339,643 | $ 8,410 | |
Beginning Balance (in shares) at Dec. 31, 2018 | 39,778,000 | |||||||
Beginning Balance (in units) at Dec. 31, 2018 | 929,000 | |||||||
Beginning Balance at Dec. 31, 2018 | 359,150 | $ 39 | 527,662 | (181,361) | 4,116 | 350,456 | $ 8,694 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized loss on change in value of cash flow hedge | (11,740) | |||||||
Net income | 8,092 | |||||||
Ending Balance (in shares) at Sep. 30, 2019 | 40,517,000 | |||||||
Ending Balance (in units) at Sep. 30, 2019 | 925,000 | |||||||
Ending Balance at Sep. 30, 2019 | 332,757 | $ 40 | 540,116 | (207,824) | (7,356) | 324,976 | $ 7,781 | |
Beginning Balance (in shares) at Mar. 31, 2019 | 39,829,000 | |||||||
Beginning Balance (in units) at Mar. 31, 2019 | 928,000 | |||||||
Beginning Balance at Mar. 31, 2019 | 348,053 | $ 40 | 528,815 | (189,938) | 726 | 339,643 | $ 8,410 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares | 0 | 5 | 5 | (5) | ||||
Issuance of common shares - ATM Program, net of offering costs (in shares) | 305,000 | |||||||
Issuance of common shares - ATM Program, net of offering costs | 3,716 | 3,716 | 3,716 | |||||
Exchange offer costs | 1 | 1 | 1 | |||||
Issuance of shares under dividend reinvestment plan (in shares) | 2,000 | |||||||
Issuance of shares under dividend reinvestment plan | 35 | 35 | 35 | |||||
Repurchase of common shares | [1] | (14) | (14) | (14) | ||||
Share-based compensation | 1,025 | 1,025 | 1,025 | |||||
Distributions | (11,710) | (11,445) | (11,445) | (265) | ||||
Unrealized loss on change in value of cash flow hedge | (6,035) | (5,898) | (5,898) | (137) | ||||
Net income | 3,404 | 3,327 | 3,327 | $ 77 | ||||
Ending Balance (in shares) at Jun. 30, 2019 | 40,136,000 | |||||||
Ending Balance (in units) at Jun. 30, 2019 | 928,000 | |||||||
Ending Balance at Jun. 30, 2019 | 338,475 | $ 40 | 533,583 | (198,056) | (5,172) | 330,395 | $ 8,080 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares (in shares) | (3,000) | (3,000) | ||||||
Exchange of noncontrolling interest OP units for common shares | 0 | 27 | 27 | $ (27) | ||||
Issuance of common shares - ATM Program, net of offering costs (in shares) | 374,000 | |||||||
Issuance of common shares - ATM Program, net of offering costs | 4,830 | 4,830 | 4,830 | |||||
Issuance of shares under dividend reinvestment plan (in shares) | 3,000 | |||||||
Issuance of shares under dividend reinvestment plan | 35 | 35 | 35 | |||||
Share-based compensation (in shares) | 1,000 | |||||||
Share-based compensation | 1,641 | 1,641 | 1,641 | |||||
Distributions | (11,838) | (11,575) | (11,575) | (263) | ||||
Unrealized loss on change in value of cash flow hedge | (2,235) | (2,184) | (2,184) | (51) | ||||
Net income | 1,849 | 1,807 | 1,807 | $ 42 | ||||
Ending Balance (in shares) at Sep. 30, 2019 | 40,517,000 | |||||||
Ending Balance (in units) at Sep. 30, 2019 | 925,000 | |||||||
Ending Balance at Sep. 30, 2019 | $ 332,757 | $ 40 | 540,116 | (207,824) | (7,356) | 324,976 | $ 7,781 | |
Beginning Balance (in shares) at Dec. 31, 2019 | 41,492,117 | 41,492,000 | ||||||
Beginning Balance (in units) at Dec. 31, 2019 | 909,000 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 353,098 | $ 41 | 554,816 | (204,049) | (5,491) | 345,317 | $ 7,781 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares (in shares) | (5,000) | (5,000) | ||||||
Exchange of noncontrolling interest OP units for common shares | 0 | 44 | 44 | $ (44) | ||||
Issuance of common shares - ATM Program, net of offering costs (in shares) | 171,000 | |||||||
Issuance of common shares - ATM Program, net of offering costs | 2,241 | 2,241 | 2,241 | |||||
Exchange offer costs | (32) | (32) | (32) | |||||
Issuance of shares under dividend reinvestment plan (in shares) | 4,000 | |||||||
Issuance of shares under dividend reinvestment plan | 42 | 42 | 42 | |||||
Repurchase of common shares (in shares) | [1] | (153,000) | ||||||
Repurchase of common shares | [1] | (1,630) | (1,630) | (1,630) | ||||
Share-based compensation (in shares) | 616,000 | |||||||
Share-based compensation | 1,248 | 1,248 | 1,248 | |||||
Distributions | (4,544) | (4,449) | (4,449) | (95) | ||||
Unrealized loss on change in value of cash flow hedge | (10,952) | (10,721) | (10,721) | (231) | ||||
Net income | 1,647 | 1,612 | 1,612 | $ 35 | ||||
Ending Balance (in shares) at Mar. 31, 2020 | 42,135,000 | |||||||
Ending Balance (in units) at Mar. 31, 2020 | 904,000 | |||||||
Ending Balance at Mar. 31, 2020 | $ 341,118 | $ 41 | 556,729 | (206,886) | (16,212) | 333,672 | $ 7,446 | |
Beginning Balance (in shares) at Dec. 31, 2019 | 41,492,117 | 41,492,000 | ||||||
Beginning Balance (in units) at Dec. 31, 2019 | 909,000 | |||||||
Beginning Balance at Dec. 31, 2019 | $ 353,098 | $ 41 | 554,816 | (204,049) | (5,491) | 345,317 | $ 7,781 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized loss on change in value of cash flow hedge | (10,395) | |||||||
Net income | $ 2,980 | |||||||
Ending Balance (in shares) at Sep. 30, 2020 | 42,353,309 | 42,353,000 | ||||||
Ending Balance (in units) at Sep. 30, 2020 | 776,000 | |||||||
Ending Balance at Sep. 30, 2020 | $ 336,260 | $ 42 | 560,129 | (214,468) | (15,707) | 329,996 | $ 6,264 | |
Beginning Balance (in shares) at Mar. 31, 2020 | 42,135,000 | |||||||
Beginning Balance (in units) at Mar. 31, 2020 | 904,000 | |||||||
Beginning Balance at Mar. 31, 2020 | 341,118 | $ 41 | 556,729 | (206,886) | (16,212) | 333,672 | $ 7,446 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares (in shares) | (127,000) | (127,000) | ||||||
Exchange of noncontrolling interest OP units for common shares | 0 | $ 1 | 1,082 | 1,083 | $ (1,083) | |||
Exchange offer costs | (11) | (11) | (11) | |||||
Issuance of shares under dividend reinvestment plan (in shares) | 2,000 | |||||||
Issuance of shares under dividend reinvestment plan | 16 | 16 | 16 | |||||
Repurchase of common shares (in shares) | [1] | (23,000) | ||||||
Repurchase of common shares | [1] | (440) | (440) | (440) | ||||
Share-based compensation (in shares) | 103,000 | |||||||
Share-based compensation | 1,140 | 1,140 | 1,140 | |||||
Distributions | (4,527) | (4,446) | (4,446) | (81) | ||||
Unrealized loss on change in value of cash flow hedge | (684) | (669) | (669) | (15) | ||||
Reallocation of ownership between parent and subsidiary | 0 | 1 | (34) | (33) | 33 | |||
Net income | 419 | 410 | 410 | $ 9 | ||||
Ending Balance (in shares) at Jun. 30, 2020 | 42,344,000 | |||||||
Ending Balance (in units) at Jun. 30, 2020 | 777,000 | |||||||
Ending Balance at Jun. 30, 2020 | 337,031 | $ 42 | 558,516 | (210,921) | (16,915) | 330,722 | $ 6,309 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exchange of noncontrolling interest OP units for common shares (in shares) | (1,000) | (1,000) | ||||||
Exchange of noncontrolling interest OP units for common shares | 0 | 11 | 11 | $ (11) | ||||
Exchange offer costs | 0 | |||||||
Issuance of shares under dividend reinvestment plan (in shares) | 3,000 | |||||||
Issuance of shares under dividend reinvestment plan | 16 | 16 | 16 | |||||
Repurchase of common shares (in shares) | [1] | (2,000) | ||||||
Repurchase of common shares | [1] | (6) | (6) | (6) | ||||
Share-based compensation (in shares) | 7,000 | |||||||
Share-based compensation | 1,592 | 1,592 | 1,592 | |||||
Distributions | (4,528) | (4,446) | (4,446) | (82) | ||||
Unrealized loss on change in value of cash flow hedge | 1,241 | 1,198 | 1,198 | 43 | ||||
Reallocation of ownership between parent and subsidiary | 0 | (1) | 10 | 9 | (9) | |||
Net income | $ 914 | 900 | 900 | $ 14 | ||||
Ending Balance (in shares) at Sep. 30, 2020 | 42,353,309 | 42,353,000 | ||||||
Ending Balance (in units) at Sep. 30, 2020 | 776,000 | |||||||
Ending Balance at Sep. 30, 2020 | $ 336,260 | $ 42 | $ 560,129 | $ (214,468) | $ (15,707) | $ 329,996 | $ 6,264 | |
[1] | 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 Statement of Cha_2
Consolidated Statement of Changes in Equity Consolidated Statement of Changes in Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Common Stock | ||||||
Distributions (in usd per share) | $ 0.105 | $ 0.105 | $ 0.285 | $ 0.285 | $ 0.285 | $ 0.285 |
OP Units [Member] | ||||||
Distributions (in usd per share) | $ 0.105 | $ 0.105 | $ 0.285 | $ 0.285 | $ 0.285 | $ 0.285 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Cash flows from operating activities: | |||
Net income from continuing operations | $ 2,980 | $ 7,391 | |
Net income from discontinued operations | 0 | 701 | |
Net income | 2,980 | 8,092 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 21,112 | 19,865 | |
Amortization of deferred loan costs | 839 | 814 | |
Loss on sale or disposal of assets and assets held for sale | 882 | 115 | |
Bad debt | 4,451 | 926 | |
Share-based compensation | 3,980 | 4,548 | |
Equity in earnings of real estate partnership | (752) | (1,480) | |
Changes in operating assets and liabilities: | |||
Escrows and acquisition deposits | 522 | 48 | |
Accrued rents and accounts receivable | (6,123) | (1,762) | |
Receivable due from related party | (825) | 15 | |
Distributions from real estate partnership | 0 | 1,005 | |
Unamortized lease commissions, legal fees and loan costs | (958) | (202) | |
Prepaid expenses and other assets | 2,145 | (6,838) | |
Accounts payable and accrued expenses | 131 | 5,206 | |
Payable due to related party | 538 | 15 | |
Tenants' security deposits | 298 | 310 | |
Net cash provided by operating activities | 29,220 | 29,976 | |
Cash flows from investing activities: | |||
Additions to real estate | (5,808) | (9,953) | |
Proceeds from note receivable | 922 | 0 | |
Net cash used in investing activities | (4,886) | (9,953) | |
Net cash provided by investing activities of discontinued operations | 0 | 701 | |
Cash flows from financing activities: | |||
Distributions paid to common shareholders | (20,771) | (34,047) | |
Distributions paid to OP unit holders | (430) | (793) | |
Proceeds from issuance of common shares, net of offering costs | 2,241 | 8,546 | |
Payments of exchange offer costs | (43) | (5) | |
Proceeds from notes payable | 1,734 | 0 | |
Proceeds from bonds payable | 0 | 100,000 | |
Net proceeds from (payments of) credit facility | 30,000 | (90,200) | |
Repayments of notes payable | (11,514) | (7,502) | |
Payments of loan origination costs | 0 | (4,088) | |
Repurchase of common shares | (2,076) | (776) | |
Net cash used in financing activities | (859) | (28,865) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 23,475 | (8,141) | |
Cash, cash equivalents and restricted cash at beginning of period | 15,643 | 13,786 | |
Cash, cash equivalents and restricted cash at end of period | [1] | 39,118 | 5,645 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 18,790 | 19,176 | |
Cash paid for taxes | 353 | 396 | |
Non cash investing and financing activities: | |||
Disposal of fully depreciated real estate | 34 | 203 | |
Financed insurance premiums | 1,431 | 1,238 | |
Value of shares issued under dividend reinvestment plan | 74 | 104 | |
Value of common shares exchanged for OP units | 1,138 | 37 | |
Change in fair value of cash flow hedge | (10,395) | (11,740) | |
Cash, cash equivalents and restricted cash | |||
Total cash, cash equivalents and restricted cash | [1] | $ 39,118 | $ 5,645 |
[1] | For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below. |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019 are derived from our audited consolidated financial statements as of that date. The unaudited consolidated financial statements as of and for the period ended September 30, 2020 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, 2020 and December 31, 2019, and the results of operations for the three and nine month periods ended September 30, 2020 and 2019, the consolidated statements of changes in equity for the three months periods ended March 31, June 30, and September 30, 2020 and 2019 and cash flows for the nine month periods ended September 30, 2020 and 2019. 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, 2019. 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, 2020 and December 31, 2019, Whitestone wholly-owned 58 commercial properties in and around Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio. As of September 30, 2020, these properties consist of: Consolidated Operating Portfolio • 52 wholly-owned properties that meet our Community Centered Properties ® strategy; Redevelopment, New Acquisitions Portfolio • one wholly-owned property that meets our Community Centered Properties ® strategy; and • five parcels of land held for future development. As of September 30, 2020, we, through our investment in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”), owned a majority interest in eight properties that do not meet our Community Centered Property® strategy containing approximately 0.9 million square feet of GLA (the “Pillarstone Properties”). We own 81.4% of the total outstanding units of Pillarstone OP, which we account for using the equity method. We also manage the day-to-day operations of Pillarstone OP. In December 2019, a novel strain of coronavirus ("COVID-19") was reported to have surfaced in China. In March 2020, the World Health Organization declared COVID-19 a pandemic, and the United States declared a national emergency due to the impact of the pandemic. As a result, the U.S. and many local governments implemented measures intended to control the spread of COVID-19, including enhanced screenings, quarantine requirements and travel restrictions. For example, in the first half of 2020, local governments in Texas and Arizona, where all but one of our properties are located, mandated a stay in place order, closed non-essential businesses, and closed other types of service businesses, such as bars and restaurants, though they can continue to provide take out and drive through services. As of the date of this Quarterly Report on Form 10-Q, service businesses are permitted to be open with limited occupancy in Texas and Arizona. However, many experts warn that cases in these areas may continue to increase in the coming weeks or months. As a result, there can be no assurance that service businesses will remain open in the near term, or that state and local governments will not take additional measures to control a possible resurgence of COVID-19 in Texas and/or Arizona, any of which may adversely impact our or our tenants’ businesses and their ability to pay their rental payments or otherwise continue to occupy their space. We are unable to predict the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows due to numerous uncertainties including, but not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume. The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and markets, including how it will impact the businesses of its tenants. The Company has put in place a temporary response team to address tenant concerns in light of the COVID-19 pandemic. The response team is in ongoing communication with the Company’s tenants and is assisting tenants in identifying local, state and federal resources that may be available to support their businesses and employees during the pandemic, including stimulus funds that may be available under the CARES Act. To date, the Company has received a number of rent relief requests from tenants, most often in the form of rent deferral requests, as a result of the COVID-19 pandemic. The Company is evaluating each tenant rent relief request on an case-by-case basis, considering a number of factors. Not all tenant requests will ultimately result in lease concessions, nor is the Company forgoing its contractual rights under its lease agreements at this time. As of the date of this Quarterly Report on Form 10-Q, as a result of the impact of the COVID-19 pandemic, we have received payments of approximately 90% of contractual base rent and common area maintenance reimbursables billed for the third quarter and October. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and December 31, 2019, 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. Equity Method. For the years prior to December 31, 2017, Pillarstone OP was accounted for under the 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, ” Topic 606, “ Revenue from Contracts with Customers ” and ASC 610, “ Other Income–Gains and Losses from the Derecognition of Nonfinancial Assets ,” we adopted Topic 606 and ASC 610 as of January 1, 2018, resulting in the derecognition of the underlying assets and liabilities associated with the Contribution (defined below) as of January 1, 2018 and the recognition of the Company’s investment in Pillarstone OP under the equity method. See Note 6 (Investment in Real Estate Partnership) for additional disclosure on Pillarstone OP. In these financial statements, unless otherwise indicated, we do not include the Pillarstone Properties when we refer to our properties. 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. In particular, the coronavirus (“COVID-19”) pandemic has adversely impacted and is likely to further adversely impact the Company’s business and markets, including the Company’s operations and the operations of its tenants. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including revenues, expenses, reserves and allowances, fair value measurements, and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, the impact on our tenants’ businesses and financial condition, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume. Reclassifications. We have reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income, total assets, total liabilities or equity. 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 (Debt)), 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 (loss) 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, “Fair Value Measurements and Disclosures.” 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 in which significant inputs and significant value drivers are observable. As of September 30, 2020, 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, 2020, approximately $122,000 and $71,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2020, approximately $362,000 and $231,000 in interest expense and real estate taxes, respectively, were capitalized. For the three months ended September 30, 2019, approximately $127,000 and $77,000 in interest expense and real estate taxes, respectively, were capitalized, and for the nine months ended September 30, 2019, approximately $365,000 and $251,000 in interest expense and real estate taxes, respectively, were capitalized. Due to the COVID-19 pandemic, we have taken a prudent pause in acquisitions activity and are carefully evaluating development and redevelopment activities on a case-by-case basis. 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 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”). Awarded 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 $1,645,000 and $1,719,000 in share-based compensation for the three months ended September 30, 2020 and 2019, respectively, and we recognized $4,167,000 and $4,770,000 in share-based compensation for the nine months ended September 30, 2020 and 2019, respectively. We recognize forfeitures as they occur. Noncontrolling Interests. Noncontrolling interests are the portion of equity in a subsidiary not attributable to a parent. 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 and comprehensive income (loss), subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests. The consolidated statements 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. Accrued Rents and Accounts Receivable. Included in accrued rents and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. We review the collectability of charges under our tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located, including the impact of the COVID-19 pandemic on tenants’ businesses and financial condition. With the adoption of ASC No. 842, Leases Topic 842, as of January 1, 2019 we recognize an adjustment to rental revenue if we deem it probable that the receivable will not be collected. Prior to the adoption of Topic 842, we recognized an allowance for doubtful accounts and bad debt expense of the specific rents receivable. Our review of collectability under our operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. As of September 30, 2020 and December 31, 2019, we had an allowance for uncollectible accounts of $15.5 million and $11.2 million, respectively. During the three months ending September 30, 2020 and 2019, we recorded an adjustment to rental revenue in the amount of $1.3 million and $0.5 million, respectively, and during the nine months ending September 30, 2020 and 2019, we recorded an adjustment to rental revenue in the amount of $4.5 million and $0.9 million, respectively. Included in the adjustment to rental revenue for the three and nine months ending September 30, 2020, was a bad debt adjustment of $0.7 million and $1.8 million, respectively, and a straight-line rent reserve adjustment of $0.1 million and $1.1 million, respectively, related to credit loss for the conversion of 12 and 84 tenants, respectively, to cash basis revenue as a result of COVID-19 collectability analysis. Revenue Recognition. All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental , within the consolidated statements of operations and comprehensive income (loss). Additionally, we have tenants who pay real estate taxes directly to the taxing authority. We exclude these costs paid directly by the tenant to third parties on our behalf from revenue recognized and the associated property operating expense. Other property income primarily includes amounts recorded in connection with management fees and lease termination fees. Pillarstone OP pays us management fees for property management, leasing and day-to-day advisory and administrative services. Their obligations are satisfied over time. Pillarstone OP is billed monthly and typically pays quarterly. Revenues are governed by the Management Agreements (as defined in Note 6 (Investment in Real Estate Partnership)). Refer to Note 6 (Investment in Real Estate Partnership) for additional information regarding the Management Agreements with Pillarstone OP. Additionally, we recognize lease termination fees in the year that the lease is terminated and collection of the fee is probable. Amounts recorded within other property income are accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied. See our Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion on significant accounting policies. Recent Accounting Pronouncements. In April 2020, the FASB issued guidance on the application of Topic 842, relating to concessions being made by lessors in response to the COVID-19 pandemic. The guidance notes that it would be acceptable for entities to make an election to account for lease concessions relating to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed, even if such enforceable rights and obligations are not explicitly contained in the lease contract. Thus, for concessions relating to the COVID-19 pandemic, an entity would not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract, and would have the option to apply, or not to apply, the general lease modification guidance in Topic 842 as it stands. We have elected this option to account for lease concessions relating to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed. Therefore, such concessions are not accounted for as a lease modification under Topic 842. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-2 which provided the principles for the recognition, measurement, presentation and disclosure of leases. Additional guidance and targeted improvements to Topic 842 were made through the issuance of supplementary ASUs in July 2018, December 2018 and March 2019. Effective January 1, 2019, we adopted the new lease accounting guidance in Topic 842. As the lessee and lessor, we have elected the package of practical expedients permitted in Topic 842. Accordingly, we have accounted for our existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contract contains a lease under Topic 842, (b) whether classification of the operating lease would be different in accordance with Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments (as of December 31, 2018) would have met the definition of initial direct costs in Topic 842 at lease commencement. Additionally, as the lessee and lessor we will use hindsight in determining the lease term and in assessing impairment of our right-of-use assets. As a result of the adoption of the new lease accounting guidance, as the lessee, we recognized on January 1, 2019 (a) a lease liability of approximately $1.1 million, which represents the present value of the remaining lease payments of approximately $1.2 million discounted using our incremental borrowing rate of 4.5%, and (b) a right-of-use asset of approximately $1.1 million. The adoption of Topic 842 did not have a material impact to our net income and related per share amounts. Upon adoption of Topic 842, lessees and lessors are required to apply a modified retrospective transition approach. Reporting entities are permitted to choose one of two methods to recognize and measure leases within the scope of Topic 842: • Apply Topic 842 to each lease that existed at the beginning of the earliest comparative period presented in the financial statements as well as leases that commenced after that date. Under this method, prior comparative periods presented are adjusted. For leases that commenced prior to the beginning of the earliest comparative period presented, a cumulative-effect adjustment is recognized at that date. • Apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first applies the leases standard with a cumulative-effect adjustment as of that date. Prior comparative periods would not be adjusted under this method. We have elected an optional transition method that allows entities to initially apply Topic 842 at January 1, 2019, the date of adoption, and to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As the lessor, we have not assessed unamortized legal costs as part of the package of practical expedients, and we will not make any adjustment to retained earnings at the date of adoption to write off unamortized legal costs. We continued to amortize unamortized legal costs as of December 31, 2018 over the life of the respective leases. We did not have a cumulative-effect adjustment as of the adoption date. Additionally, the optional transition method does allow us to not have to apply the new standard (including disclosure requirements) to comparative periods presented. Those periods can continue to be presented in accordance with prior generally accepted accounting principles. Topic 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. Based on our election of the package of practical expedients, our existing commercial leases, where we are the lessor, continue to be accounted for as operating leases under the new standard. However, Topic 842 changed certain requirements regarding the classification of leases that could result in us recognizing certain long-term leases entered into or modified after January 1, 2019 as sales-type leases or finance leases, as opposed to operating leases. We will continue to monitor our leases following the adoption date to ensure that they are classified in accordance with the new lease standards. We elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease. As a result, we now present all rentals and reimbursements from tenants as a single line item, Rental , within the consolidated statements of operations and comprehensive income (loss). For the three months ended September 30, 2020, we had rent revenues of $21.8 million and rental recoveries of $8.3 million compared to $21.6 million and $8.2 million, respectively, for the three months ended September 30, 2019. For the nine months ended September 30, 2020, we had rent revenues of $65.6 million and rental recoveries of $25.0 million compared to $64.8 million and $23.7 million, respectively, for the nine months ended September 30, 2019. We review the collectability of charges under our tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located, including the impact of the COVID-19 pandemic on tenants’ businesses and financial condition. Each tenant is included in one of several portfolios and an allowance is calculated using the calculation methodology for the respective portfolio. With the adoption of Topic 842, we will recognize an adjustment to rental revenue if we deem it probable that the receivable will not be collected. Tenant portfolios will be converted to cash basis if collectability is of great concern. Prior to the adoption of Topic 842, we recognized an allowance for doubtful accounts and bad debt expense of the specific rents receivable. Our review of collectability under our operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | LEASES Effective January 1, 2019, we adopted the new lease accounting guidance in Topic 842. As the lessee and lessor, we have elected the package of practical expedients permitted in Topic 842. See Note 2 (Summary of Significant Accounting Policies) for additional disclosure on Topic 842. As a Lessor. All leases on our properties are classified as noncancelable operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental , within the consolidated statements of operations and comprehensive income (loss). A summary of minimum future rents to be received (exclusive of renewals, tenant reimbursements, contingent rents, and collectability adjustments under Topic 842) under noncancelable operating leases in existence as of September 30, 2020 is as follows (in thousands): Years Ended December 31, Minimum Future Rents (1) 2020 (remaining) $ 21,140 2021 79,101 2022 68,060 2023 56,561 2024 44,593 Thereafter 125,900 Total $ 395,355 (1) These amounts do not reflect future rental revenues from the renewal or replacement of existing leases and exclude reimbursements of operating expenses and rental increases that are not fixed. As a Lessee. We have office space, automobile, and office machine leases, which qualify as operating leases, with remaining lease terms of one to three years. The following table summarizes the fixed, future minimum rental payments, excluding variable costs, which are discounted by our weighted average incremental borrowing rates to calculate the lease liabilities for our operating leases in which we are the lessee (in thousands): Years Ended December 31, September 30, 2020 2020 (remaining) $ 226 2021 447 2022 85 2023 40 2024 35 2025 23 Total undiscounted rental payments 856 Less imputed interest 37 Total lease liabilities $ 819 |
Accrued Rents and Accounts Rece
Accrued Rents and Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Tenant receivables $ 22,944 $ 16,741 Accrued rents and other recoveries 15,926 16,983 Allowance for doubtful accounts (15,465) (11,173) Other receivables 199 303 Total $ 23,604 $ 22,854 |
Unamortized Leasing Commissions
Unamortized Leasing Commissions, Legal Fees and Loan Costs | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Leasing commissions $ 10,320 $ 9,868 Deferred legal cost 374 393 Deferred financing cost 3,898 3,908 Total cost 14,592 14,169 Less: leasing commissions accumulated amortization (4,807) (4,200) Less: deferred legal cost accumulated amortization (206) (179) Less: deferred financing cost accumulated amortization (1,497) (830) Total cost, net of accumulated amortization $ 8,082 $ 8,960 |
Investment in Real Estate Partn
Investment in Real Estate Partnership | 9 Months Ended |
Sep. 30, 2020 | |
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 2018 Facility (as defined in Note 7 (Debt)); (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, (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, 2020. In connection with the Contribution, on December 8, 2016, the Operating Partnership entered into a Tax Protection Agreement with Pillarstone REIT and Pillarstone OP pursuant to which Pillarstone OP 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 OP 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 a result of the adoption of Topic 606 and ASC 610, the Company derecognized the underlying assets and liabilities associated with the Contribution as of January 1, 2018 and recognized the Company’s investment in Pillarstone OP under the equity method. The table below presents the real estate partnership investment in which the Company holds an ownership interest (in thousands): Company’s Investment as of September 30, 2020 December 31, 2019 Real estate partnership Ownership Interest Pillarstone OP (1) 81.4% $ 34,849 $ 34,097 Total real estate partnership (2) $ 34,849 $ 34,097 (1) The Company manages these real estate partnership investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, and asset management fees. (2) Representing eight property interests and 926,798 square feet of GLA, as of September 30, 2020 and December 31, 2019. The table below presents the Company’s share of net income from its investment in the real estate partnership which is included in equity in earnings of real estate partnership, net on the Company’s consolidated statements of operations and comprehensive income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Pillarstone OP $ 196 $ 524 $ 752 $ 1,480 Summarized financial information for the Company’s investment in real estate partnership is as follows (in thousands): September 30, December 31, 2020 2019 Assets: Real estate, net $ 49,512 $ 50,338 Other assets 8,926 6,742 Total assets 58,438 57,080 Liabilities and equity: Notes payable 15,250 15,434 Other liabilities 4,102 3,575 Equity 39,086 38,071 Total liabilities and equity 58,438 57,080 Company’s share of equity 31,835 31,008 Cost of investment in excess of the Company’s share of underlying net book value 3,014 3,089 Carrying value of investment in real estate partnership $ 34,849 $ 34,097 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues $ 2,371 $ 3,863 $ 7,396 $ 11,536 Operating expenses (1,713) (2,410) (5,195) (7,218) Other expenses (391) (776) (1,184) (2,341) Net income $ 267 $ 677 $ 1,017 $ 1,977 The amortization of the basis difference between the cost of investment and the Company's share of underling net book value for both of the three months periods ended September 30, 2020 and 2019 is $27,000 and for both of the nine months periods ended September 30, 2020 and 2019 is $81,000. The Company amortized the difference into equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss). The Company has evaluated its guarantee to Pillarstone OP pursuant to ASC 460, “ Guarantees,” |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Fixed rate notes $10.5 million, 4.85% Note, due September 24, 2020 (1) $ — $ 9,260 $100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 (2) 100,000 100,000 $165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 (3) 165,000 165,000 $80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000 $19.0 million 4.15% Note, due December 1, 2024 18,768 19,000 $20.2 million 4.28% Note, due June 6, 2023 18,323 18,616 $14.0 million 4.34% Note, due September 11, 2024 13,300 13,482 $14.3 million 4.34% Note, due September 11, 2024 14,073 14,243 $15.1 million 4.99% Note, due January 6, 2024 14,228 14,409 $2.6 million 5.46% Note, due October 1, 2023 2,351 2,386 $50.0 million, 5.09% Note, due March 22, 2029 50,000 50,000 $50.0 million, 5.17% Note, due March 22, 2029 50,000 50,000 $1.7 million 1.00% Note, due May 6, 2022 1,734 — $1.1 million 4.53% Note, due November 28, 2020 270 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023 139,500 109,500 Total notes payable principal 667,547 645,896 Less deferred financing costs, net of accumulated amortization (1,031) (1,197) Total notes payable $ 666,516 $ 644,699 (1) Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term through September 24, 2018 and 4.85% beginning September 25, 2018 through September 24, 2020. The promissory note was paid off in September 2020. (2) Promissory note includes an interest rate swap that fixed the LIBOR portion of the interest rate at 1.73%. (3) Promissory note includes an interest rate swap that fixed the LIBOR portion of the interest rate at an average rate of 2.24% for the duration of the term through January 31, 2024. LIBOR is expected to be discontinued after 2021. A number of our current debt agreements have an interest rate tied to LIBOR. Some of these agreements provide procedures for determining an alternative base rate in the event that LIBOR is discontinued, but not all do so. Regardless, there can be no assurances as to what alternative base rates may be and whether such base rate will be more or less favorable than LIBOR and any other unforeseen impacts of the potential discontinuation of LIBOR. The Company is monitoring the developments with respect to the potential phasing out of LIBOR after 2021 and work with its lenders to ensure any transition away from LIBOR will have minimal impact on its financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR. On April 30, 2020, we entered into a loan in the principal amount of $1,733,510 from U.S. Bank National Association, one of the Company’s existing lenders, pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures on May 6, 2022 (the “Maturity Date”), accrues interest at 1.00% per annum and may be prepaid in whole or in part without penalty. Principal and interest are payable in 18 monthly installments of $96,864.28, beginning on December 6, 2020, plus a final payment equal to all unpaid principal and accrued interest on the Maturity Date. Pursuant to the CARES Act, the Company can apply for, and be granted, forgiveness for all or a portion of the PPP Loan and such forgiveness will be determined, subject to limitations and ongoing rulemaking by the U.S. Small Business Administration, based on the use of loan proceeds for payroll costs, mortgage interest, rent or utility costs and the maintenance of employee and compensation levels. We intend to use all proceeds from the PPP Loan to retain employees and maintain payroll and make mortgage payments, lease payments and utility payments to support business continuity throughout the COVID-19 pandemic, which amounts are intended to be eligible for forgiveness, subject to the provisions of the CARES Act. However, no assurance is provided that we will obtain forgiveness of the PPP Loan in whole or in part. Based on the guidance in FASB ASC 405-20, “Liabilities - Extinguishment of Liabilities,” the PPP loan remains a liability until either (1) it is wholly or partially forgiven and we have been legally released, or (2) it is paid off. If the loan is partially or wholly forgiven and legal release is received, the liability is reduced by the amount forgiven and a gain on extinguishment is recognized. On March 22, 2019, we, through our Operating Partnership, entered into a Note Purchase and Guarantee Agreement (the “Note Agreement”) together with certain subsidiary guarantors as initial guarantor parties thereto (the “Subsidiary Guarantors”) and The Prudential Insurance Company of America and the various other purchasers named therein (collectively, the “Purchasers”) providing for the issuance and sale of $100 million of senior unsecured notes of the Operating Partnership, of which (i) $50 million are designated as 5.09% Series A Senior Notes due March 22, 2029 (the “Series A Notes”) and (ii) $50 million are designated as 5.17% Series B Senior Notes due March 22, 2029 (the “Series B Notes” and, together with the Series A Notes, the “Notes”) pursuant to a private placement that closed on March 22, 2019 (the “Private Placement”). Obligations under the Notes are unconditionally guaranteed by the Company and by the Subsidiary Guarantors. The principal of the Series A Notes will begin to amortize on March 22, 2023 with annual principal payments of approximately $7.1 million. The principal of the Series B Notes will begin to amortize on March 22, 2025 with annual principal payments of $10.0 million. The Notes will pay interest quarterly on the 22nd day of March, June, September and December in each year until maturity. The Operating Partnership may prepay at any time all, or from time to time part of, the Notes, in an amount not less than $1,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus a make-whole amount. The make-whole amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Notes being prepaid over the aggregate principal amount of such Notes (as described in the Note Agreement). In addition, in connection with a Change of Control (as defined in the Note Purchase Agreement), the Operating Partnership is required to offer to prepay the Notes at 100% of the principal amount plus accrued and unpaid interest thereon. The Note Agreement contains representations, warranties, covenants, terms and conditions customary for transactions of this type and substantially similar to the Operating Partnership’s existing senior revolving credit facility, including limitations on liens, incurrence of investments, acquisitions, loans and advances and restrictions on dividends and certain other restricted payments. In addition, the Note Agreement contains certain financial covenants substantially similar to the Operating Partnership’s existing senior revolving credit facility, including the following: • maximum total indebtedness to total asset value ratio of 0.60 to 1.00; • maximum secured debt to total asset value ratio of 0.40 to 1.00; • minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00; • maximum other recourse debt to total asset value ratio of 0.15 to 1.00; and • maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of $372 million plus 75% of the net proceeds from additional equity offerings (as defined therein). In addition, the Note Agreement contains a financial covenant requiring that maximum unsecured debt not exceed the lesser of (i) an amount equal to 60% of the aggregate unencumbered asset value and (ii) the debt service coverage amount (as described in the Note Agreement). That covenant is substantially similar to the borrowing base concept contained in the Operating Partnership’s existing senior revolving credit facility. The Note Agreement also contains default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults with other indebtedness and guarantor defaults. The occurrence of an event of default under the Note Agreement could result in the Purchasers accelerating the payment of all obligations under the Notes. The financial and restrictive covenants and default provisions in the Note Agreement are substantially similar to those contained in the Operating Partnership’s existing credit facility. Net proceeds from the Private Placement were used to refinance existing indebtedness. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Notes were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. On January 31, 2019, we, through our Operating Partnership, entered into an unsecured credit facility (the “2019 Facility”) with the lenders party thereto, Bank of Montreal, as administrative agent (the “Agent”), SunTrust Robinson Humphrey, as syndication agent, and BMO Capital Markets Corp., U.S. Bank National Association, SunTrust Robinson Humphrey and Regions Capital Markets, as co-lead arrangers and joint book runners. The 2019 Facility amended and restated the 2018 Facility (as defined below). The 2019 Facility is comprised of the following three tranches: • $250.0 million unsecured revolving credit facility with a maturity date of January 1, 2023 (the “2019 Revolver”); • $165.0 million unsecured term loan with a maturity date of January 31, 2024 (“Term Loan A”); and • $100.0 million unsecured term loan with a maturity date of October 30, 2022 (“Term Loan B” and together with Term Loan A, the “2019 Term Loans”). Borrowings under the 2019 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. As of September 30, 2020, the interest rate on the 2019 Revolver was 1.81%. The applicable margin for Adjusted LIBOR borrowings ranges from 1.40% to 1.90% for the 2019 Revolver and 1.35% to 1.90% for the 2019 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. Pursuant to the 2019 Facility, in the event of certain circumstances that result in the unavailability of LIBOR, including but not limited to LIBOR no longer being a widely recognized benchmark rate for newly originated dollar loans in the U.S. market, the Operating Partnership and the Agent will establish an alternate interest rate to LIBOR giving due consideration to prevailing market conventions and will amend the 2019 Facility to give effect to such alternate interest rate. The 2019 Facility includes an accordion feature that will allow the Operating Partnership to increase the borrowing capacity by $200.0 million, upon the satisfaction of certain conditions. On March 20, 2020, as a precautionary measure to preserve our financial flexibility in response to potential credit risks posed by the COVID-19 pandemic, the Company drew down approximately $30.0 million under the 2019 Revolver. As of September 30, 2020, subject to any potential future paydowns or increases in the borrowing base, we have $13.0 million remaining availability under the 2019 Revolver. As of September 30, 2020, $404.5 million was drawn on the 2019 Facility. The Company used $446.2 million of proceeds from the 2019 Facility to repay amounts outstanding under the 2018 Facility and intends to use the remaining proceeds from the 2019 Facility for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in its portfolio and working capital. The Company, each direct and indirect material subsidiary of the Operating Partnership and any other subsidiary of the Operating Partnership that is a guarantor under any unsecured ratable debt will serve as a guarantor for funds borrowed by the Operating Partnership under the 2019 Facility. The 2019 Facility contains customary terms and conditions, including, without limitation, customary representations and warranties and affirmative and negative covenants including, without limitation, information reporting requirements, limitations on investments, acquisitions, loans and advances, mergers, consolidations and sales, incurrence of liens, dividends and restricted payments. In addition, the 2019 Facility contains certain financial covenants including the following: • maximum total indebtedness to total asset value ratio of 0.60 to 1.00; • maximum secured debt to total asset value ratio of 0.40 to 1.00; • minimum EBITDA (earnings before interest, taxes, depreciation, amortization or extraordinary items) to fixed charges ratio of 1.50 to 1.00; • maximum other recourse debt to total asset value ratio of 0.15 to 1.00; and • maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of $372 million plus 75% of the net proceeds from additional equity offerings (as defined therein). We serve as the guarantor for funds borrowed by the Operating Partnership under the 2019 Facility. The 2019 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 2019 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. 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 Corp., 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 “2018 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 “2018 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 “2018 Term Loans”) to January 29, 2021 from November 7, 2019. Borrowings under the 2018 Facility accrued 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 ranged from 1.40% to 1.95% for the 2018 Revolver and 1.35% to 2.25% for the 2018 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. Proceeds from the 2018 Facility were used for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and re-tenanting of properties in our portfolio and working capital. As of September 30, 2020, our $161.0 million in secured debt was collateralized by seven properties with a carrying value of $251.7 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, 2020, we were in compliance with all loan covenants. Scheduled maturities of our outstanding debt as of September 30, 2020 were as follows (in thousands): Year Amount Due 2020 (remaining) $ 964 2021 2,762 2022 102,170 2023 167,363 2024 228,573 Thereafter 165,715 Total $ 667,547 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2020 | |
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): September 30, 2020 Balance Sheet Location Estimated Fair Value Accounts payable and accrued expenses $ (15,995) December 31, 2019 Balance Sheet Location Estimated Fair Value Prepaid expenses and other assets $ 59 Accounts payable and accrued expenses $ (5,660) On January 31, 2019, we, through our Operating Partnership, entered into an interest rate swap of $65 million with Bank of Montreal that fixed the LIBOR portion of Term Loan A under the 2019 Facility at 2.43%. Pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $12.9 million of the swap to U.S. Bank, National Association, $11.6 million of the swap to Regions Bank, $15.7 million of the swap to SunTrust Bank, and $5.9 million of the swap to Associated Bank. See Note 7 (Debt) for additional information regarding the 2019 Facility. The swap began on February 7, 2019 and will mature on November 9, 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 (loss) 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. The Company does not expect any amount of the existing gains or losses to be reclassified into earnings within the next 12 months. On January 31, 2019, we, through our Operating Partnership, entered into an interest rate swap of $115 million with Bank of Montreal that fixed the LIBOR portion of Term Loan A under the 2019 Facility at 2.43%. Pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $22.7 million of the swap to U.S. Bank, National Association, $20.5 million of the swap to Regions Bank, $27.9 million of the swap to SunTrust Bank, and $10.5 million of the swap to Associated Bank. See Note 7 (Debt) for additional information regarding the 2019 Facility. The swap will begin on November 9, 2020 and will mature on February 8, 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 (loss) 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. The Company does not expect any amount of the existing gains or losses to be reclassified into earnings within the next 12 months. On January 31, 2019, we, through our Operating Partnership, entered into an interest rate swap of $165 million with Bank of Montreal that fixed the LIBOR portion of Term Loan A under the 2019 Facility at 2.43%. Pursuant to the terms of the agreement governing the interest rate swap, Bank of Montreal assigned $32.6 million of the swap to U.S. Bank, National Association, $29.4 million of the swap to Regions Bank, $40.0 million of the swap to SunTrust Bank, and $15.0 million of the swap to Associated Bank. See Note 7 (Debt) for additional information regarding the 2019 Facility. The swap will begin on February 8, 2021 and will mature on January 31, 2024. 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 (loss) 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. The Company does not expect any amount of the existing gains or losses to be reclassified into earnings within the next 12 months. 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 B at 1.73%. 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 (Debt) for additional information regarding the 2018 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 (loss) 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. The Company does not expect any amount of the existing gains or losses to be reclassified into earnings within the next 12 months. On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap of $50 million with Bank of Montreal that fixed the LIBOR portion of Term Loan A 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. 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 (loss) 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. The Company does not expect any amount of the existing gains or losses to be reclassified into earnings within the next 12 months. On November 19, 2015, we, through our Operating Partnership, entered into an interest rate swap of $50 million with Bank of Montreal that fixed the LIBOR portion of Term Loan A 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. 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 (loss) 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. The Company does not expect any amount of the existing gains or losses to be reclassified into earnings within the next 12 months. 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, 2020 $ 1,241 Interest expense $ (1,217) Three months ended September 30, 2019 $ (2,235) Interest expense $ 274 Nine months ended September 30, 2020 $ (10,395) Interest expense $ (2,388) Nine months ended September 30, 2019 $ (11,740) Interest expense $ 1,091 (1) There was no ineffective portion of our interest rate swaps to recognize in earnings for the three and nine months ended September 30, 2020 and 2019. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019, 776,233 and 926,639 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, 2020 and 2019, 836,148 and 926,986 OP units, respectively, were excluded from the calculation of diluted earnings per share because their effect would be anti-dilutive. For the nine months ended September 30, 2019, distributions of $41,000 were made to holders of certain restricted common shares. See Note 12 (Incentive Share Plan) for information related to restricted common shares under the 2018 Plan and the 2008 Plan. Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except per share data) 2020 2019 2020 2019 Numerator: Net income $ 914 $ 1,849 $ 2,980 $ 7,391 Less: Net income attributable to noncontrolling interests (14) (42) (58) (168) Distributions paid on unvested restricted shares — — — (41) Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares 900 1,807 $ 2,922 $ 7,182 Income from discontinued operations — — — 701 Less: Net income attributable to noncontrolling interests — — — (16) Income from discontinued operations attributable to Whitestone REIT — — — 685 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 900 $ 1,807 $ 2,922 $ 7,867 Denominator: Weighted average number of common shares - basic 42,346 40,187 42,202 39,942 Effect of dilutive securities: Unvested restricted shares 1,094 1,259 838 1,142 Weighted average number of common shares - dilutive 43,440 41,446 43,040 41,084 Earnings Per Share: Basic: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.18 Income from discontinued operations attributable to Whitestone REIT 0.00 0.00 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.20 Diluted: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.17 Income from discontinued operations attributable to Whitestone REIT 0.00 0.00 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.19 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019, we recognized approximately $105,000 and $101,000 in margin tax provision, respectively, and for the nine months ended September 30, 2020 and 2019, we recognized approximately $285,000 and $324,000 in margin tax provision, respectively. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
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 May 31, 2019, we entered into nine equity distribution agreements for an at-the-market equity distribution program (the “2019 equity distribution agreements”) providing for the issuance and sale of up to an aggregate of $100 million of the Company’s common shares pursuant to our Registration Statement on Form S-3 (File No. 333-225007). Actual sales will depend on a variety of factors 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 were made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. We have no obligation to sell any of our common shares and can at any time suspend offers under the 2019 equity distribution agreements or terminate the 2019 equity distribution agreements. During the three months ended September 30, 2019, we sold 374,077 common shares under the 2019 equity distribution agreements, with net proceeds to us of approximately $4.8 million. In connection with such sales, we paid compensation of approximately $74,000 to the sales agents. During the nine months ended September 30, 2019, we sold 679,216 common shares under the 2019 equity distribution agreements, with net proceeds to us of approximately $8.7 million. In connection with such sales, we paid compensation of approximately $132,000 to the sales agents. In light of the significant decline in the price of our common shares since the outbreak of COVID-19, we do not currently anticipate selling shares under the 2019 equity distribution agreements until the price of our common shares increases significantly. However, if necessary, we could choose to issue shares at prevailing market prices if our liquidity position so requires. As a result, during the three months ended September 30, 2020, we did not sell shares under the 2019 equity distribution agreements. During the nine months ended September 30, 2020, we sold 170,942 common shares under the 2019 equity distribution agreements, with net proceeds to us of approximately $2.2 million. In connection with such sales, we paid compensation of approximately $34,000 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, 2020, we owned a 98.2% 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, 2020 and December 31, 2019, there were 43,008,051 and 42,279,849 OP units outstanding, respectively. We owned 42,232,469 and 41,371,277 OP units as of September 30, 2020 and December 31, 2019, 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 98.2% and 97.7% for the three months ended September 30, 2020 and 2019, respectively, and approximately 98.1% and 97.7% for the nine months ended September 30, 2020 and 2019, respectively. During the three months ended September 30, 2020 and 2019, 1,331 and 2,857 OP units, respectively, were redeemed for an equal number of c ommon shares, and d uring the nine months ended September 30, 2020 and 2019, 132,990 and 3,938 OP units, respectively, were redeemed for an equal number of c ommon 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 2019 and the nine months ended September 30, 2020 (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 2020 Third Quarter $ 0.1050 $ 4,430 $ 0.1050 $ 81 $ 4,511 Second Quarter 0.1050 4,413 0.1050 91 4,504 First Quarter 0.2850 11,928 0.2850 258 12,186 Total $ 0.4950 $ 20,771 $ 0.4950 $ 430 $ 21,201 2019 Fourth Quarter $ 0.2850 $ 11,580 $ 0.2850 $ 262 $ 11,842 Third Quarter 0.2850 11,430 0.2850 264 11,694 Second Quarter 0.2850 11,316 0.2850 265 11,581 First Quarter 0.2850 11,301 0.2850 264 11,565 Total $ 1.1400 $ 45,627 $ 1.1400 $ 1,055 $ 46,682 On March 24, 2020 we announced that, in further pursuit of ensuring our financial flexibility, our board of trustees (the “Board”) determined to conserve additional liquidity by reducing our distribution in response to the COVID-19 pandemic. The distribution reduction is expected to result in over $30 million of annualized cash savings. The Board will regularly reassess the dividend, particularly as there is more clarity on the duration and severity of the COVID-19 pandemic and as business conditions improve. Shareholders' Rights Plan On May 14, 2020, the Board authorized a dividend of one preferred share purchase right (a “Right”) for each outstanding common share payable on May 26, 2020 (the “Record Date”), to the holders of record of common shares as of 5:00 P.M., New York City time, on the Record Date. In connection with the Rights, the Company and American Stock Transfer & Trust Company, LLC, as rights agent, entered into a Rights Agreement, dated as of May 14, 2020 (the “Rights Agreement”). Each Right entitles the registered holder to purchase from the Company one one-thousandth (a “Unit”) of a Series A Preferred Share, par value $0.001 per share (each a “Preferred Share”), of the Company at a purchase price of $30.00 per Unit, subject to adjustment as described in the Rights Agreement. If a person or group of affiliated or associated persons acquires beneficial ownership of 5% or more of our outstanding common shares (20% or more in the case of a passive institutional investor), subject to certain exceptions described in the Rights Agreement, each Right would entitle its holder (other than the acquiring person or group of affiliated or associated persons) to purchase additional common shares at a substantial discount to the public market price. In addition, under certain circumstances, we may exchange the Rights (other than Rights beneficially owned by the acquiring person or group of affiliated or associated persons), in whole or in part, for common shares on a one-for-one basis. The Rights will expire on the earliest of (i) the close of business on May 13, 2021, (ii) the time at which the Rights are |
Incentive Share Plan
Incentive Share Plan | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Incentive Share Plan | INCENTIVE SHARE PLAN The Company’s 2008 Long-Term Equity Incentive Ownership Plan (as amended, the “2008 Plan”) expired in July 2018. At the Company’s 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 is the day after the 2008 Plan expired. Pursuant to the 2008 Plan, the maximum aggregate number of common shares that were issuable under the 2008 Plan was increased upon each issuance of common shares by the Company so that at any time the maximum number of shares that were issuable under the 2008 Plan equaled 12.5% of the aggregate number of common shares of the Company and OP units issued and outstanding (other than units issued to or held by the Company). The Compensation Committee administered the 2008 Plan and administers the 2018 Plan except, in each case, with respect to awards to non-employee trustees, for which the 2008 Plan was and the 2018 Plan is administered by the 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 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. On December 1, 2018, the Compensation Committee approved the grant of an aggregate of 229,684 performance-based restricted common share units with market-based vesting conditions (“TSR Units”) under the 2018 Plan 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 On June 30, 2019, the Compensation Committee approved the grant of an aggregate of 405,417 TSR Units and 317,184 time-based restricted common share units under the 2018 Plan to certain of our employees. On September 30, 2019, the Compensation Committee approved the grant of 17,069 time-based restricted common share units under the 2018 Plan to certain of our employees. Vesting of the TSR Units is contingent upon achieving Total Shareholder Return relative to the peer group defined in the TSR Unit award agreements over a three Unit of $8.22 was determined using the Monte Carlo simulation method and is being recognized as share-based compensation expense ratably from the June 30, 2019 grant date to the end of the performance period, December 31, 2021. 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. The time-based restricted common share units have a grant date fair value of $10.63 and $11.69 and vest annually in three On July 31, 2020, the Compensation Committee approved the grant of an aggregate of 545,000 TSR Units and 530,000 time-based restricted common share units under the 2018 Plan to certain of our employees. Vesting of the TSR Units is contingent upon achieving Total Shareholder Return relative to the peer group defined in the TSR Unit award agreements over a three three A summary of the share-based incentive plan activity as of and for the nine months ended September 30, 2020 is as follows: Shares Weighted Average Non-vested at January 1, 2020 2,339,932 $ 11.52 Granted 1,075,000 5.69 Vested (478,607) 11.07 Forfeited (32,479) 10.80 Non-vested at September 30, 2020 2,903,846 9.45 Available for grant at September 30, 2020 409,344 A summary of our non-vested and vested shares activity for the nine months ended September 30, 2020 and years ended December 31, 2019 and 2018 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, 2020 1,075,000 $ 5.69 (478,607) $ 5,297 Year Ended December 31, 2019 762,630 $ 9.46 (284,964) $ 3,352 Year Ended December 31, 2018 653,472 $ 11.07 (560,126) $ 7,978 Total compensation recognized in earnings for share-based payments was $1,645,000 and $1,719,000 for the three months ended September 30, 2020 and 2019, respectively, and $4,167,000 and $4,770,000 for the nine months ended September 30, 2020 and 2019, respectively. Based on our current financial projections, we expect approximately 100% of the unvested awards, exclusive of 890,000 CIC Units, to vest over the next 34 months. As of September 30, 2020, there was approximately $4.8 million in unrecognized compensation cost related to outstanding non-vested TSR Units, which are expected to vest over a period of 28 months, and approximately $5.5 million in unrecognized compensation cost related to outstanding non-vested time-based shares, which are expected to be recognized over a period of approximately 34 months beginning on October 1, 2020. We expect to record approximately $6.0 million in non-cash share-based compensation expense in 2020 and $8.4 million subsequent to 2020. The unrecognized share-based compensation cost is expected to vest over a weighted average period of 24 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. The TSR Units issued in 2017 vested at 200% attainment based on the TSR Peer Group Ranking, and, as of September 30, 2020, the TSR Peer Group Ranking called for 100% attainment for the shares issued in 2018, 0% attainment for the shares issued in 2019, and 50% attainment for the shares issued in 2020. 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. |
Grants to Trustees
Grants to Trustees | 9 Months Ended |
Sep. 30, 2020 | |
Grants to Trustees [Abstract] | |
Grants To Trustees | GRANTS TO TRUSTEESOn December 12, 2019, each of our six independent trustees and one trustee emeritus were granted approximately 3,000 common shares, which vest immediately and are prorated based on date appointed. The 19,562 common shares granted to our trustees had a grant fair value of $13.54 per share. On December 12, 2019, two of our independent trustees each elected to receive a total of 3,398 common shares with a grant date fair value of $13.54 in lieu of cash for board fees. The fair value of the shares granted during the year ended December 31, 2019 was determined using quoted prices available on the date of grant. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATIONHistorically, 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, 2020 | |
Real Estate [Abstract] | |
Real Estate | REAL ESTATE Property Acquisitions. On December 6, 2019, we acquired Las Colinas Village, a property that meets our Community Centered Property ® |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS During the ordinary course of business, we have transactions with Pillarstone OP that include, but are not limited to, rental income, interest expense, general and administrative costs, commissions, management and asset management fees, and property expenses. The following table presents the revenue and expenses with Pillarstone OP included in our consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Location of Revenue (Expense) 2020 2019 2020 2019 Rent Operating and maintenance $ (225) $ (213) $ (701) $ (628) Property management fee income Management, transaction, and other fees $ 145 $ 228 $ 456 $ 693 Interest income Interest, dividend and other investment income $ — $ 52 $ — $ 161 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We are subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our financial position, results of operations, cash flows or liquidity. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSManagement has evaluated subsequent events through October 30, 2020, the date the consolidated financial statements were available to be issued, and has determined that there are no subsequent events to be reported. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 and December 31, 2019, 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. |
Equity Method Investments | Equity Method. For the years prior to December 31, 2017, Pillarstone OP was accounted for under the 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, ” Topic 606, “ Revenue from Contracts with Customers ” and ASC 610, “ Other Income–Gains and Losses from the Derecognition of Nonfinancial Assets ,” we adopted Topic 606 and ASC 610 as of January 1, 2018, resulting in the derecognition of the underlying assets and liabilities associated with the Contribution (defined below) as of January 1, 2018 and the recognition of the Company’s investment in Pillarstone OP under the equity method. See Note 6 (Investment in Real Estate Partnership) for additional disclosure on Pillarstone OP. Noncontrolling Interests. Noncontrolling interests are the portion of equity in a subsidiary not attributable to a parent. 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 and comprehensive income (loss), subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests. The consolidated statements 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. |
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. In particular, the coronavirus (“COVID-19”) pandemic has adversely impacted and is likely to further adversely impact the Company’s business and markets, including the Company’s operations and the operations of its tenants. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including revenues, expenses, reserves and allowances, fair value measurements, and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, the impact on our tenants’ businesses and financial condition, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume. |
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. 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 (Debt)), 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 (loss) 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, “Fair Value Measurements and Disclosures.” 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 in which significant inputs and significant value drivers are observable. As of September 30, 2020, 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. |
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 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”). Awarded 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. |
Accrued Rents and Accounts Receivable | Accrued Rents and Accounts Receivable. Included in accrued rents and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. We review the collectability of charges under our tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located, including the impact of the COVID-19 pandemic on tenants’ businesses and financial condition. With the adoption of ASC No. 842, Leases |
Revenue Recognition | Revenue Recognition. All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental , within the consolidated statements of operations and comprehensive income (loss). Additionally, we have tenants who pay real estate taxes directly to the taxing authority. We exclude these costs paid directly by the tenant to third parties on our behalf from revenue recognized and the associated property operating expense. Other property income primarily includes amounts recorded in connection with management fees and lease termination fees. Pillarstone OP pays us management fees for property management, leasing and day-to-day advisory and administrative services. Their obligations are satisfied over time. Pillarstone OP is billed monthly and typically pays quarterly. Revenues are governed by the Management Agreements (as defined in Note 6 (Investment in Real Estate Partnership)). Refer to Note 6 (Investment in Real Estate Partnership) for additional information regarding the Management Agreements with Pillarstone OP. Additionally, we recognize lease termination fees in the year that the lease is terminated and collection of the fee is probable. Amounts recorded within other property income are accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In April 2020, the FASB issued guidance on the application of Topic 842, relating to concessions being made by lessors in response to the COVID-19 pandemic. The guidance notes that it would be acceptable for entities to make an election to account for lease concessions relating to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed, even if such enforceable rights and obligations are not explicitly contained in the lease contract. Thus, for concessions relating to the COVID-19 pandemic, an entity would not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract, and would have the option to apply, or not to apply, the general lease modification guidance in Topic 842 as it stands. We have elected this option to account for lease concessions relating to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed. Therefore, such concessions are not accounted for as a lease modification under Topic 842. In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-2 which provided the principles for the recognition, measurement, presentation and disclosure of leases. Additional guidance and targeted improvements to Topic 842 were made through the issuance of supplementary ASUs in July 2018, December 2018 and March 2019. Effective January 1, 2019, we adopted the new lease accounting guidance in Topic 842. As the lessee and lessor, we have elected the package of practical expedients permitted in Topic 842. Accordingly, we have accounted for our existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contract contains a lease under Topic 842, (b) whether classification of the operating lease would be different in accordance with Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments (as of December 31, 2018) would have met the definition of initial direct costs in Topic 842 at lease commencement. Additionally, as the lessee and lessor we will use hindsight in determining the lease term and in assessing impairment of our right-of-use assets. As a result of the adoption of the new lease accounting guidance, as the lessee, we recognized on January 1, 2019 (a) a lease liability of approximately $1.1 million, which represents the present value of the remaining lease payments of approximately $1.2 million discounted using our incremental borrowing rate of 4.5%, and (b) a right-of-use asset of approximately $1.1 million. The adoption of Topic 842 did not have a material impact to our net income and related per share amounts. Upon adoption of Topic 842, lessees and lessors are required to apply a modified retrospective transition approach. Reporting entities are permitted to choose one of two methods to recognize and measure leases within the scope of Topic 842: • Apply Topic 842 to each lease that existed at the beginning of the earliest comparative period presented in the financial statements as well as leases that commenced after that date. Under this method, prior comparative periods presented are adjusted. For leases that commenced prior to the beginning of the earliest comparative period presented, a cumulative-effect adjustment is recognized at that date. • Apply the guidance to each lease that had commenced as of the beginning of the reporting period in which the entity first applies the leases standard with a cumulative-effect adjustment as of that date. Prior comparative periods would not be adjusted under this method. We have elected an optional transition method that allows entities to initially apply Topic 842 at January 1, 2019, the date of adoption, and to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As the lessor, we have not assessed unamortized legal costs as part of the package of practical expedients, and we will not make any adjustment to retained earnings at the date of adoption to write off unamortized legal costs. We continued to amortize unamortized legal costs as of December 31, 2018 over the life of the respective leases. We did not have a cumulative-effect adjustment as of the adoption date. Additionally, the optional transition method does allow us to not have to apply the new standard (including disclosure requirements) to comparative periods presented. Those periods can continue to be presented in accordance with prior generally accepted accounting principles. Topic 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. Based on our election of the package of practical expedients, our existing commercial leases, where we are the lessor, continue to be accounted for as operating leases under the new standard. However, Topic 842 changed certain requirements regarding the classification of leases that could result in us recognizing certain long-term leases entered into or modified after January 1, 2019 as sales-type leases or finance leases, as opposed to operating leases. We will continue to monitor our leases following the adoption date to ensure that they are classified in accordance with the new lease standards. We elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease. As a result, we now present all rentals and reimbursements from tenants as a single line item, Rental , within the consolidated statements of operations and comprehensive income (loss). For the three months ended September 30, 2020, we had rent revenues of $21.8 million and rental recoveries of $8.3 million compared to $21.6 million and $8.2 million, respectively, for the three months ended September 30, 2019. For the nine months ended September 30, 2020, we had rent revenues of $65.6 million and rental recoveries of $25.0 million compared to $64.8 million and $23.7 million, respectively, for the nine months ended September 30, 2019. We review the collectability of charges under our tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located, including the impact of the COVID-19 pandemic on tenants’ businesses and financial condition. Each tenant is included in one of several portfolios and an allowance is calculated using the calculation methodology for the respective portfolio. With the adoption of Topic 842, we will recognize an adjustment to rental revenue if we deem it probable that the receivable will not be collected. Tenant portfolios will be converted to cash basis if collectability is of great concern. Prior to the adoption of Topic 842, we recognized an allowance for doubtful accounts and bad debt expense of the specific rents receivable. Our review of collectability under our operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Minimum Future Rent Payments | A summary of minimum future rents to be received (exclusive of renewals, tenant reimbursements, contingent rents, and collectability adjustments under Topic 842) under noncancelable operating leases in existence as of September 30, 2020 is as follows (in thousands): Years Ended December 31, Minimum Future Rents (1) 2020 (remaining) $ 21,140 2021 79,101 2022 68,060 2023 56,561 2024 44,593 Thereafter 125,900 Total $ 395,355 (1) These amounts do not reflect future rental revenues from the renewal or replacement of existing leases and exclude reimbursements of operating expenses and rental increases that are not fixed. |
Maturities of Operating Lease Liabilities | The following table summarizes the fixed, future minimum rental payments, excluding variable costs, which are discounted by our weighted average incremental borrowing rates to calculate the lease liabilities for our operating leases in which we are the lessee (in thousands): Years Ended December 31, September 30, 2020 2020 (remaining) $ 226 2021 447 2022 85 2023 40 2024 35 2025 23 Total undiscounted rental payments 856 Less imputed interest 37 Total lease liabilities $ 819 |
Accrued Rents and Accounts Re_2
Accrued Rents and Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Tenant receivables $ 22,944 $ 16,741 Accrued rents and other recoveries 15,926 16,983 Allowance for doubtful accounts (15,465) (11,173) Other receivables 199 303 Total $ 23,604 $ 22,854 |
Unamortized Leasing Commissio_2
Unamortized Leasing Commissions, Legal Fees and Loan Costs (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Leasing commissions $ 10,320 $ 9,868 Deferred legal cost 374 393 Deferred financing cost 3,898 3,908 Total cost 14,592 14,169 Less: leasing commissions accumulated amortization (4,807) (4,200) Less: deferred legal cost accumulated amortization (206) (179) Less: deferred financing cost accumulated amortization (1,497) (830) Total cost, net of accumulated amortization $ 8,082 $ 8,960 |
Investment in Real Estate Par_2
Investment in Real Estate Partnership (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Equity Method Investments | The table below presents the real estate partnership investment in which the Company holds an ownership interest (in thousands): Company’s Investment as of September 30, 2020 December 31, 2019 Real estate partnership Ownership Interest Pillarstone OP (1) 81.4% $ 34,849 $ 34,097 Total real estate partnership (2) $ 34,849 $ 34,097 (1) The Company manages these real estate partnership investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, and asset management fees. Summarized financial information for the Company’s investment in real estate partnership is as follows (in thousands): September 30, December 31, 2020 2019 Assets: Real estate, net $ 49,512 $ 50,338 Other assets 8,926 6,742 Total assets 58,438 57,080 Liabilities and equity: Notes payable 15,250 15,434 Other liabilities 4,102 3,575 Equity 39,086 38,071 Total liabilities and equity 58,438 57,080 Company’s share of equity 31,835 31,008 Cost of investment in excess of the Company’s share of underlying net book value 3,014 3,089 Carrying value of investment in real estate partnership $ 34,849 $ 34,097 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues $ 2,371 $ 3,863 $ 7,396 $ 11,536 Operating expenses (1,713) (2,410) (5,195) (7,218) Other expenses (391) (776) (1,184) (2,341) Net income $ 267 $ 677 $ 1,017 $ 1,977 |
Real Estate Investment Financial Statements, Disclosure | The table below presents the Company’s share of net income from its investment in the real estate partnership which is included in equity in earnings of real estate partnership, net on the Company’s consolidated statements of operations and comprehensive income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Pillarstone OP $ 196 $ 524 $ 752 $ 1,480 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consisted of the following as of the dates indicated (in thousands): Description September 30, 2020 December 31, 2019 Fixed rate notes $10.5 million, 4.85% Note, due September 24, 2020 (1) $ — $ 9,260 $100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 (2) 100,000 100,000 $165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 (3) 165,000 165,000 $80.0 million, 3.72% Note, due June 1, 2027 80,000 80,000 $19.0 million 4.15% Note, due December 1, 2024 18,768 19,000 $20.2 million 4.28% Note, due June 6, 2023 18,323 18,616 $14.0 million 4.34% Note, due September 11, 2024 13,300 13,482 $14.3 million 4.34% Note, due September 11, 2024 14,073 14,243 $15.1 million 4.99% Note, due January 6, 2024 14,228 14,409 $2.6 million 5.46% Note, due October 1, 2023 2,351 2,386 $50.0 million, 5.09% Note, due March 22, 2029 50,000 50,000 $50.0 million, 5.17% Note, due March 22, 2029 50,000 50,000 $1.7 million 1.00% Note, due May 6, 2022 1,734 — $1.1 million 4.53% Note, due November 28, 2020 270 — Floating rate notes Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023 139,500 109,500 Total notes payable principal 667,547 645,896 Less deferred financing costs, net of accumulated amortization (1,031) (1,197) Total notes payable $ 666,516 $ 644,699 (1) Promissory note includes an interest rate swap that fixed the interest rate at 3.55% for the duration of the term through September 24, 2018 and 4.85% beginning September 25, 2018 through September 24, 2020. The promissory note was paid off in September 2020. (2) Promissory note includes an interest rate swap that fixed the LIBOR portion of the interest rate at 1.73%. (3) Promissory note includes an interest rate swap that fixed the LIBOR portion of the interest rate at an average rate of 2.24% for the duration of the term through January 31, 2024. |
Schedule of Maturities of Debt | Scheduled maturities of our outstanding debt as of September 30, 2020 were as follows (in thousands): Year Amount Due 2020 (remaining) $ 964 2021 2,762 2022 102,170 2023 167,363 2024 228,573 Thereafter 165,715 Total $ 667,547 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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): September 30, 2020 Balance Sheet Location Estimated Fair Value Accounts payable and accrued expenses $ (15,995) December 31, 2019 Balance Sheet Location Estimated Fair Value Prepaid expenses and other assets $ 59 Accounts payable and accrued expenses $ (5,660) 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, 2020 $ 1,241 Interest expense $ (1,217) Three months ended September 30, 2019 $ (2,235) Interest expense $ 274 Nine months ended September 30, 2020 $ (10,395) Interest expense $ (2,388) Nine months ended September 30, 2019 $ (11,740) Interest expense $ 1,091 (1) There was no ineffective portion of our interest rate swaps to recognize in earnings for the three and nine months ended September 30, 2020 and 2019. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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) 2020 2019 2020 2019 Numerator: Net income $ 914 $ 1,849 $ 2,980 $ 7,391 Less: Net income attributable to noncontrolling interests (14) (42) (58) (168) Distributions paid on unvested restricted shares — — — (41) Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares 900 1,807 $ 2,922 $ 7,182 Income from discontinued operations — — — 701 Less: Net income attributable to noncontrolling interests — — — (16) Income from discontinued operations attributable to Whitestone REIT — — — 685 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 900 $ 1,807 $ 2,922 $ 7,867 Denominator: Weighted average number of common shares - basic 42,346 40,187 42,202 39,942 Effect of dilutive securities: Unvested restricted shares 1,094 1,259 838 1,142 Weighted average number of common shares - dilutive 43,440 41,446 43,040 41,084 Earnings Per Share: Basic: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.18 Income from discontinued operations attributable to Whitestone REIT 0.00 0.00 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.20 Diluted: Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.17 Income from discontinued operations attributable to Whitestone REIT 0.00 0.00 0.00 0.02 Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.02 $ 0.04 $ 0.07 $ 0.19 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 2019 and the nine months ended September 30, 2020 (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 2020 Third Quarter $ 0.1050 $ 4,430 $ 0.1050 $ 81 $ 4,511 Second Quarter 0.1050 4,413 0.1050 91 4,504 First Quarter 0.2850 11,928 0.2850 258 12,186 Total $ 0.4950 $ 20,771 $ 0.4950 $ 430 $ 21,201 2019 Fourth Quarter $ 0.2850 $ 11,580 $ 0.2850 $ 262 $ 11,842 Third Quarter 0.2850 11,430 0.2850 264 11,694 Second Quarter 0.2850 11,316 0.2850 265 11,581 First Quarter 0.2850 11,301 0.2850 264 11,565 Total $ 1.1400 $ 45,627 $ 1.1400 $ 1,055 $ 46,682 |
Incentive Share Plan (Tables)
Incentive Share Plan (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [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, 2020 is as follows: Shares Weighted Average Non-vested at January 1, 2020 2,339,932 $ 11.52 Granted 1,075,000 5.69 Vested (478,607) 11.07 Forfeited (32,479) 10.80 Non-vested at September 30, 2020 2,903,846 9.45 Available for grant at September 30, 2020 409,344 |
Schedule of Nonvested and Vested Shares Activity | A summary of our non-vested and vested shares activity for the nine months ended September 30, 2020 and years ended December 31, 2019 and 2018 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, 2020 1,075,000 $ 5.69 (478,607) $ 5,297 Year Ended December 31, 2019 762,630 $ 9.46 (284,964) $ 3,352 Year Ended December 31, 2018 653,472 $ 11.07 (560,126) $ 7,978 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents the revenue and expenses with Pillarstone OP included in our consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Location of Revenue (Expense) 2020 2019 2020 2019 Rent Operating and maintenance $ (225) $ (213) $ (701) $ (628) Property management fee income Management, transaction, and other fees $ 145 $ 228 $ 456 $ 693 Interest income Interest, dividend and other investment income $ — $ 52 $ — $ 161 |
Interim Financial Statements (D
Interim Financial Statements (Details) | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2004shares | Sep. 30, 2020ft²property | Dec. 31, 2019ft²property | |
Real Estate Properties [Line Items] | |||
Reorganization and conversion, number of common shares (in shares) | shares | 1.42857 | ||
Contractual base rent and common area maintenance reimbursables billed, percentage | 90.00% | ||
Wholly Owned Properties [Member] | |||
Real Estate Properties [Line Items] | |||
Number of properties | 58 | 58 | |
Retail Site [Member] | Wholly Owned Properties [Member] | Community Centered Properties™ [Member] | |||
Real Estate Properties [Line Items] | |||
Number of properties | 52 | ||
Land [Member] | Wholly Owned Properties [Member] | Community Centered Properties™ [Member] | Redevelopment, New Acquisitions Portfolio [Member] | |||
Real Estate Properties [Line Items] | |||
Number of properties | 1 | ||
Land [Member] | Wholly Owned Properties [Member] | Parcels Held for Future Development [Member] | Redevelopment, New Acquisitions Portfolio [Member] | |||
Real Estate Properties [Line Items] | |||
Number of properties | 5 | ||
Pillarstone Capital REIT Operating Partnership LP [Member] | |||
Real Estate Properties [Line Items] | |||
Ownership interest | 81.40% | ||
Pillarstone Capital REIT Operating Partnership LP [Member] | Unconsolidated Properties [Member] | |||
Real Estate Properties [Line Items] | |||
Number of properties | 8 | 8 | |
Gross leasable area (in square feet) | ft² | 926,798 | 926,798 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020USD ($)tenantshares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)tenantshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2015USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Conversion basis for common shares to OP units (in shares) | shares | 1 | 1 | ||||
Interest expense capitalized | $ 122,000 | $ 127,000 | $ 362,000 | $ 365,000 | ||
Real estate tax capitalized | 71,000 | 77,000 | 231,000 | 251,000 | ||
Share-based compensation | 1,645,000 | 1,719,000 | 4,167,000 | 4,770,000 | ||
Allowance for doubtful accounts | (15,465,000) | (15,465,000) | $ (11,173,000) | |||
Bad debt | (1,279,000) | (495,000) | (4,451,000) | (926,000) | ||
Rental revenue adjustment due to COVID-19 | 700,000 | 1,800,000 | ||||
Straight-line rent reserve adjustment | $ (100,000) | $ (1,100,000) | ||||
Number of tenants | tenant | 12 | 84 | ||||
Total lease liabilities | $ 819,000 | $ 819,000 | 1,331,000 | |||
Operating lease payments | $ 856,000 | $ 856,000 | ||||
Operating lease, weighted average discount rate, percent | 4.50% | 4.50% | ||||
Operating lease right of use assets | $ 813,000 | $ 813,000 | 1,328,000 | |||
Rental revenues | 21,808,000 | 21,623,000 | 65,591,000 | 64,752,000 | ||
Recoveries | $ 8,339,000 | $ 8,240,000 | $ 24,976,000 | $ 23,701,000 | ||
ASU 2016-02 | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Total lease liabilities | 1,100,000 | |||||
Operating lease payments | $ 1,200,000 | |||||
Operating lease, weighted average discount rate, percent | 4.50% | |||||
Operating lease right of use assets | $ 1,100,000 | |||||
Anthem Marketplace Note [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Face amount of debt | $ 15,100,000 | |||||
Stated interest rate | 4.99% |
Leases - Minimum Future Rent Pa
Leases - Minimum Future Rent Payments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 (remaining) | $ 21,140 |
2021 | 79,101 |
2022 | 68,060 |
2023 | 56,561 |
2024 | 44,593 |
Thereafter | 125,900 |
Total | $ 395,355 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
2020 (remaining) | $ 226 | |
2021 | 447 | |
2022 | 85 | |
2023 | 40 | |
2024 | 35 | |
2025 | 23 | |
Total undiscounted rental payments | 856 | |
Less imputed interest | 37 | |
Total lease liabilities | $ 819 | $ 1,331 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease, cost | $ 253 | $ 245 | $ 809 | $ 740 |
Operating lease, weighted average remaining lease term | 1 year 10 months 24 days | 1 year 10 months 24 days | ||
Operating lease, weighted average discount rate, percent | 4.50% | 4.50% |
Accrued Rents and Accounts Re_3
Accrued Rents and Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Tenant receivables | $ 22,944 | $ 16,741 |
Accrued rents and other recoveries | 15,926 | 16,983 |
Allowance for doubtful accounts | (15,465) | (11,173) |
Other receivables | 199 | 303 |
Total | $ 23,604 | $ 22,854 |
Unamortized Leasing Commissio_3
Unamortized Leasing Commissions, Legal Fees and Loan Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Leasing commissions | $ 10,320 | $ 9,868 |
Deferred legal cost | 374 | 393 |
Deferred financing cost | 3,898 | 3,908 |
Total cost | 14,592 | 14,169 |
Less: leasing commissions accumulated amortization | (4,807) | (4,200) |
Less: deferred legal cost accumulated amortization | (206) | (179) |
Less: deferred financing cost accumulated amortization | (1,497) | (830) |
Total cost, net of accumulated amortization | $ 8,082 | $ 8,960 |
Investment in Real Estate Par_3
Investment in Real Estate Partnership - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 08, 2016USD ($)propertysubsidiary$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) |
Pillarstone Capital REIT Operating Partnership LP [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Amortization of the basis difference between the cost of investment and the Company's share of underlying net book value | $ 27 | $ 27 | $ 81 | $ 81 | |
Performance Guarantee [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Noncontingent liability | 462 | $ 462 | |||
Guarantee liability, amortization period | 7 years | ||||
Amortization of guarantee liability | $ 10 | $ 23 | $ 29 | $ 140 | |
Pillarstone Variable Interest Entity [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of wholly-owned subsidiaries | subsidiary | 4 | ||||
Number of non-core 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 | ||||
Property management fee, percent fee | 5.00% | ||||
Asset management fee, percent fee | 0.125% | ||||
Pillarstone Variable Interest Entity [Member] | Uptown Tower [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Property management fee, percent fee | 3.00% | ||||
Asset management fee, percent fee | 0.125% | ||||
Pillarstone Variable Interest Entity [Member] | Line of Credit [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities assumed | $ 15,500 | ||||
Pillarstone Variable Interest Entity [Member] | Notes Payable [Member] | Uptown Tower Promissory Note [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities assumed | 16,300 | ||||
Pillarstone Variable Interest Entity [Member] | Notes Payable [Member] | Industrial-Office Promissory Note [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities assumed | $ 34,100 |
Investment in Real Estate Par_4
Investment in Real Estate Partnership - Unconsolidated Real Estate Partnership Investments (Details) $ in Thousands | Sep. 30, 2020USD ($)ft²property | Dec. 31, 2019USD ($)ft²property |
Schedule of Equity Method Investments [Line Items] | ||
Investment in real estate partnership | $ 34,849 | $ 34,097 |
Pillarstone Capital REIT Operating Partnership LP [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest | 81.40% | |
Investment in real estate partnership | $ 34,849 | $ 34,097 |
Pillarstone Capital REIT Operating Partnership LP [Member] | Unconsolidated Properties [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of properties | property | 8 | 8 |
Gross leasable area (in square feet) | ft² | 926,798 | 926,798 |
Investment in Real Estate Par_5
Investment in Real Estate Partnership - Net Income from Investments in Real Estate Partnerships (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity in earnings of real estate partnership | $ 196 | $ 524 | $ 752 | $ 1,480 |
Pillarstone Capital REIT Operating Partnership LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity in earnings of real estate partnership | $ 196 | $ 524 | $ 752 | $ 1,480 |
Investment in Real Estate Par_6
Investment in Real Estate Partnership - Summarized Financial Information for Investment in Real Estate Partnership - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||||||||
Total assets | $ 1,064,925 | $ 1,056,260 | ||||||
LIABILITIES AND EQUITY | ||||||||
Equity | 336,260 | $ 337,031 | $ 341,118 | 353,098 | $ 332,757 | $ 338,475 | $ 348,053 | $ 359,150 |
Total liabilities and equity | 1,064,925 | 1,056,260 | ||||||
Carrying value of investment in real estate partnership | 34,849 | 34,097 | ||||||
Pillarstone Capital REIT Operating Partnership LP [Member] | ||||||||
LIABILITIES AND EQUITY | ||||||||
Carrying value of investment in real estate partnership | 34,849 | 34,097 | ||||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Pillarstone Capital REIT Operating Partnership LP [Member] | ||||||||
ASSETS | ||||||||
Real estate, net | 49,512 | 50,338 | ||||||
Other assets | 8,926 | 6,742 | ||||||
Total assets | 58,438 | 57,080 | ||||||
LIABILITIES AND EQUITY | ||||||||
Notes payable | 15,250 | 15,434 | ||||||
Other liabilities | 4,102 | 3,575 | ||||||
Equity | 39,086 | 38,071 | ||||||
Total liabilities and equity | 58,438 | 57,080 | ||||||
Company’s share of equity | 31,835 | 31,008 | ||||||
Cost of investment in excess of the Company’s share of underlying net book value | 3,014 | 3,089 | ||||||
Carrying value of investment in real estate partnership | $ 34,849 | $ 34,097 |
Investment in Real Estate Par_7
Investment in Real Estate Partnership - Summarized Financial Information for Investment in Real Estate Partnership - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Revenues | $ 29,900 | $ 29,879 | $ 88,081 | $ 89,151 | ||||
Net income | 914 | $ 419 | $ 1,647 | 1,849 | $ 3,404 | $ 2,839 | 2,980 | 8,092 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | Pillarstone Capital REIT Operating Partnership LP [Member] | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Revenues | 2,371 | 3,863 | 7,396 | 11,536 | ||||
Operating expenses | (1,713) | (2,410) | (5,195) | (7,218) | ||||
Other expenses | (391) | (776) | (1,184) | (2,341) | ||||
Net income | $ 267 | $ 677 | $ 1,017 | $ 1,977 |
Debt (Schedule of Debt) (Detail
Debt (Schedule of Debt) (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 25, 2018 | Sep. 24, 2018 | |
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 667,547,000 | $ 645,896,000 | ||
Less deferred financing costs, net of accumulated amortization | (1,031,000) | (1,197,000) | ||
Total notes payable | 666,516,000 | 644,699,000 | ||
Fixed rate notes | $10.5 million, 4.85% Note, due September 24, 2020 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | 0 | 9,260,000 | ||
Face amount of debt | $ 10,500,000 | |||
Stated interest rate | 4.85% | |||
Fixed rate notes | $100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 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 1.35% to 1.90% Note, due October 2022 | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Fixed rate notes | $100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 2022 | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.90% | |||
Fixed rate notes | $165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 165,000,000 | 165,000,000 | ||
Face amount of debt | $ 165,000,000 | |||
Imputed interest rate | 2.24% | |||
Fixed rate notes | $165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.35% | |||
Fixed rate notes | $165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.90% | |||
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 | |||
Stated interest rate | 3.72% | |||
Fixed rate notes | $19.0 million 4.15% Note, due December 1, 2024 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 18,768,000 | 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 | $ 18,323,000 | 18,616,000 | ||
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 | $ 13,300,000 | 13,482,000 | ||
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 | $ 14,073,000 | 14,243,000 | ||
Face amount of debt | $ 14,300,000 | |||
Stated interest rate | 4.34% | |||
Fixed rate notes | $15.1 million 4.99% Note, due January 6, 2024 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 14,228,000 | 14,409,000 | ||
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 | $ 2,351,000 | 2,386,000 | ||
Face amount of debt | $ 2,600,000 | |||
Stated interest rate | 5.46% | |||
Fixed rate notes | $50.0 million, 5.09% Note, due March 22, 2029 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 50,000,000 | 50,000,000 | ||
Face amount of debt | $ 50,000,000 | |||
Stated interest rate | 5.09% | |||
Fixed rate notes | $50.0 million, 5.17% Note, due March 22, 2029 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 50,000,000 | 50,000,000 | ||
Face amount of debt | $ 50,000,000 | |||
Stated interest rate | 5.17% | |||
Fixed rate notes | $1.7 million 1.00% Note, due May 6, 2022 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 1,734,000 | 0 | ||
Face amount of debt | $ 1,700,000 | |||
Stated interest rate | 1.00% | |||
Fixed rate notes | $1.1 million 4.53% Note, due November 28, 2020 | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 270,000 | 0 | ||
Face amount of debt | $ 1,100,000 | |||
Stated interest rate | 4.53% | |||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023 | LIBOR Rate | ||||
Debt Instrument [Line Items] | ||||
Total notes payable principal | $ 139,500,000 | $ 109,500,000 | ||
Floating rate notes | Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023 | Minimum [Member] | 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 1.90%, due January 31, 2023 | Maximum [Member] | LIBOR Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.90% | |||
Interest rate swap | $10.5 million, 4.85% Note, due September 24, 2020 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.85% | 3.55% | ||
Interest rate swap | $100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 2022 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1.73% | |||
Interest rate swap | $165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.24% |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Apr. 30, 2020USD ($) | Mar. 22, 2019USD ($) | Jan. 31, 2019USD ($) | Nov. 07, 2014USD ($) | Sep. 30, 2020USD ($)property | Mar. 20, 2020USD ($) |
Debt Instrument [Line Items] | ||||||
Secured debt | $ 161,000,000 | |||||
Number of collateralized properties (in collateralized properties) | property | 7 | |||||
Carrying value of collateralized properties | $ 251,700,000 | |||||
U.S. Bank National Association [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit outstanding | $ 1,733,510 | |||||
Interest rate | 1.00% | |||||
Monthly payments | $ 96,864.28 | |||||
2019 Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, covenant, total debt to total assets ratio, maximum | 0.60 | |||||
Credit facility, covenant, secured debt to total asset ratio, maximum | 0.40 | |||||
Credit facility, covenant, EBITDA to fixed charges ratio, minimum | 1.50 | |||||
Credit facility, covenant, other recourse debt to total assets ratio, maximum | 0.15 | |||||
Credit facility, interest rate at period end | 1.81% | |||||
Repayments of long-term debt | $ 446,200,000 | |||||
Covenant, tangible net worth threshold before percentage of aggregate net proceeds, amount | $ 372,000,000 | |||||
Covenant, tangible net worth, percentage of aggregate net proceeds, minimum | 75.00% | |||||
Series A Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Annual principal payment | $ 7,100,000 | |||||
Series B Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Annual principal payment | 10,000,000 | |||||
Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 100,000,000 | |||||
Periodic payment, principal | $ 1,000,000 | |||||
Credit facility, covenant, total debt to total assets ratio, maximum | 0.60 | |||||
Credit facility, covenant, secured debt to total asset ratio, maximum | 0.40 | |||||
Credit facility, covenant, EBITDA to fixed charges ratio, minimum | 1.50 | |||||
Credit facility, covenant, other recourse debt to total assets ratio, maximum | 0.15 | |||||
Covenant, tangible net worth threshold before percentage of aggregate net proceeds, amount | $ 372,000,000 | |||||
Covenant, tangible net worth, percentage of aggregate net proceeds, minimum | 75.00% | |||||
Senior Notes [Member] | Series A Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 | |||||
Stated interest rate | 5.09% | |||||
Senior Notes [Member] | Series B Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 | |||||
Stated interest rate | 5.17% | |||||
Revolving Credit Facility [Member] | 2019 Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit outstanding | $ 404,500,000 | $ 30,000,000 | ||||
Credit facility, remaining borrowing capacity | $ 13,000,000 | |||||
Revolving Credit Facility [Member] | 2019 Facility [Member] | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Revolving Credit Facility [Member] | 2019 Facility [Member] | LIBOR Rate | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.40% | |||||
Revolving Credit Facility [Member] | 2019 Facility [Member] | LIBOR Rate | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.90% | |||||
Revolving Credit Facility [Member] | 2018 Facility [Member] | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Revolving Credit Facility [Member] | 2018 Facility [Member] | LIBOR Rate | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.40% | |||||
Revolving Credit Facility [Member] | 2018 Facility [Member] | LIBOR Rate | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.95% | |||||
Revolving Credit Facility [Member] | The Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 300,000,000 | |||||
Term Loan [Member] | 2019 Facility [Member] | LIBOR Rate | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.35% | |||||
Term Loan [Member] | 2019 Facility [Member] | LIBOR Rate | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.90% | |||||
Term Loan [Member] | 2018 Facility [Member] | LIBOR Rate | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.35% | |||||
Term Loan [Member] | 2018 Facility [Member] | LIBOR Rate | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Term Loan [Member] | Term Loan 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | $ 50,000,000 | |||||
Term Loan [Member] | Term Loan 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 50,000,000 | |||||
Term Loan [Member] | Term Loan 3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount of debt | 100,000,000 | |||||
Credit facility, remaining borrowing capacity | $ 100,000,000 | |||||
Term Loan [Member] | Unsecured Line Of Credit [Member] | Term Loan A [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 165,000,000 | |||||
Term Loan [Member] | Unsecured Line Of Credit [Member] | Term Loan B [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | 100,000,000 | |||||
Revolving Credit Facility [Member] | 2019 Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, accordion feature, increase limit | 200,000,000 | |||||
Revolving Credit Facility [Member] | Unsecured Line Of Credit [Member] | 2019 Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 250,000,000 |
Debt (Schedule of Maturities of
Debt (Schedule of Maturities of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2020 | $ 964 | |
2021 | 2,762 | |
2022 | 102,170 | |
2023 | 167,363 | |
2024 | 228,573 | |
Thereafter | 165,715 | |
Total notes payable principal | $ 667,547 | $ 645,896 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities (Details) - USD ($) $ in Thousands | Jan. 31, 2019 | Nov. 19, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2015 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Term Loan 1 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 14,000 | |||||||
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 | |||||||
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 | |||||||
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 swap | Interest Expense [Member] | ||||||||
Derivative [Line Items] | ||||||||
Amount Recognized as Comprehensive Income (Loss) | $ 1,241 | $ (2,235) | $ (10,395) | $ (11,740) | ||||
Amount of Loss Recognized in Earnings | (1,217) | $ 274 | (2,388) | $ 1,091 | ||||
Interest rate swap | Cash Flow Hedging [Member] | Term Loan 3 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fixed interest rate | 1.73% | |||||||
Interest rate swap | Cash Flow Hedging [Member] | Term Loan 1 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fixed interest rate | 1.75% | |||||||
Interest rate swap | Cash Flow Hedging [Member] | Term Loan 2 [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fixed interest rate | 1.50% | |||||||
Prepaid expenses and other assets [Member] | Interest rate swap | ||||||||
Derivative [Line Items] | ||||||||
Estimated Fair Value | $ 59 | |||||||
Accounts payable and accrued expenses [Member] | Interest rate swap | ||||||||
Derivative [Line Items] | ||||||||
Estimated Fair Value | $ (15,995) | $ (15,995) | $ (5,660) | |||||
February 7, 2019 | Bank of Montreal [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 65,000 | |||||||
February 7, 2019 | U.S. Bank National Association [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 12,900 | |||||||
February 7, 2019 | Regions Bank [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 11,600 | |||||||
February 7, 2019 | Wells Fargo Bank, National Association [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 5,900 | |||||||
February 7, 2019 | SunTrust Bank [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 15,700 | |||||||
February 7, 2019 | Interest rate swap | Cash Flow Hedging [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fixed interest rate | 2.43% | |||||||
November 9, 2020 | Bank of Montreal [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 115,000 | |||||||
November 9, 2020 | U.S. Bank National Association [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 22,700 | |||||||
November 9, 2020 | Regions Bank [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 20,500 | |||||||
November 9, 2020 | Wells Fargo Bank, National Association [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 10,500 | |||||||
November 9, 2020 | SunTrust Bank [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 27,900 | |||||||
November 9, 2020 | Interest rate swap | Cash Flow Hedging [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fixed interest rate | 2.43% | |||||||
February 8, 2021 | Bank of Montreal [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 165,000 | |||||||
February 8, 2021 | U.S. Bank National Association [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 32,600 | |||||||
February 8, 2021 | Regions Bank [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 29,400 | |||||||
February 8, 2021 | Wells Fargo Bank, National Association [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | 15,000 | |||||||
February 8, 2021 | SunTrust Bank [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 40,000 | |||||||
February 8, 2021 | Interest rate swap | Cash Flow Hedging [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Fixed interest rate | 2.43% | |||||||
November 19, 2015 | Bank of Montreal [Member] | Term Loan A [Member] | ||||||||
Derivative [Line Items] | ||||||||
Interest Rate Swap Assigned to Counterparty | $ 50,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||
Net income from continuing operations | $ 914 | $ 1,849 | $ 2,980 | $ 7,391 |
Less: Net income attributable to noncontrolling interests | (14) | (42) | (58) | (168) |
Distributions paid on unvested restricted shares | 0 | 0 | 0 | (41) |
Income from continuing operations attributable to Whitestone REIT excluding amounts attributable to unvested restricted shares | 900 | 1,807 | 2,922 | 7,182 |
Income from discontinued operations | 0 | 0 | 0 | 701 |
Less: Net income attributable to noncontrolling interests | 0 | 0 | 0 | (16) |
Income from discontinued operations attributable to Whitestone REIT | 0 | 0 | 0 | 685 |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 900 | $ 1,807 | $ 2,922 | $ 7,867 |
Denominator: | ||||
Weighted average number of common shares - basic (in shares) | 42,346,000 | 40,187,000 | 42,202,000 | 39,942,000 |
Effect of dilutive securities: | ||||
Unvested restricted shares (in shares) | 1,094,000 | 1,259,000 | 838,000 | 1,142,000 |
Weighted average number of common shares - dilutive (in shares) | 43,440,000 | 41,446,000 | 43,040,000 | 41,084,000 |
Basic: | ||||
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.18 |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0 | 0 | 0.02 |
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.02 | 0.04 | 0.07 | 0.20 |
Diluted: | ||||
Income from continuing operations attributable to Whitestone REIT, excluding amounts attributable to unvested restricted shares (in dollars per share) | 0.02 | 0.04 | 0.07 | 0.17 |
Income from discontinued operations attributable to Whitestone REIT (in dollars per share) | 0 | 0 | 0 | 0.02 |
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.02 | $ 0.04 | $ 0.07 | $ 0.19 |
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) | 776,233 | 926,639 | 836,148 | 926,986 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Distributions to holders of certain restricted common shares | $ 41 |
Income Taxes (Details)
Income Taxes (Details) - Texas [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
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 | $ 105 | $ 101 | $ 285 | $ 324 |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | May 14, 2020$ / shares | Mar. 24, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)agreement |
Class of Stock [Line Items] | |||||||||||||
Common shares, authorized (in shares) | 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) | 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 | |||||||||
Conversion basis for common shares to OP units (in shares) | shares | 1 | 1 | |||||||||||
Weighted-average share ownership in operating partnership | 98.20% | 97.70% | 98.10% | 97.70% | |||||||||
Operating Partnership [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Ownership interest in operating partnership | 98.20% | ||||||||||||
OP Units [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
OP units outstanding (in shares) | shares | 43,008,051 | 42,279,849 | 43,008,051 | 42,279,849 | |||||||||
OP units owned (in shares) | shares | 42,232,469 | 41,371,277 | 42,232,469 | 41,371,277 | |||||||||
Conversion of stock, shares converted (in shares) | shares | 1,331 | 2,857 | 132,990 | 3,938 | |||||||||
Cash distribution paid (in dollars per share) | $ / shares | $ 30 | ||||||||||||
Ownership interest | 20.00% | ||||||||||||
Preferred Stock | Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred shares, par value per share (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Stock conversion ratio | 1 | ||||||||||||
Ownership interest | 5.00% | ||||||||||||
2019 Equity Distribution Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of equity distribution agreements | agreement | 9 | ||||||||||||
Equity distribution agreements, authorized amount | $ | $ 100,000 | ||||||||||||
Net proceeds | $ | $ 4,800 | $ 2,200 | $ 8,700 | ||||||||||
Paid compensation | $ | $ 74 | $ 34 | $ 132 | ||||||||||
2019 Equity Distribution Agreement [Member] | Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common shares, net of offering costs (in shares) | shares | 374,077 | 170,942 | 679,216 | ||||||||||
Cash Distribution [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash distribution paid | $ | $ 4,511 | $ 4,504 | $ 12,186 | $ 11,842 | $ 11,694 | $ 11,581 | $ 11,565 | $ 21,201 | $ 46,682 | ||||
Cash Distribution [Member] | Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash distribution paid (in dollars per share) | $ / shares | $ 0.1050 | $ 0.1050 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.4950 | $ 1.1400 | ||||
Cash distribution paid | $ | $ 4,430 | $ 4,413 | $ 11,928 | $ 11,580 | $ 11,430 | $ 11,316 | $ 11,301 | $ 20,771 | $ 45,627 | ||||
Cash Distribution [Member] | OP Units [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash distribution paid (in dollars per share) | $ / shares | $ 0.1050 | $ 0.1050 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.2850 | $ 0.4950 | $ 1.1400 | ||||
Cash distribution paid | $ | $ 81 | $ 91 | $ 258 | $ 262 | $ 264 | $ 265 | $ 264 | $ 430 | $ 1,055 | ||||
Minimum [Member] | Cash Distribution [Member] | COVID-19 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash distribution paid | $ | $ 30,000 |
Incentive Share Plan (Narrative
Incentive Share Plan (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 01, 2018 | Mar. 16, 2018 | Sep. 06, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 30, 2018 | May 11, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Share-based compensation | $ 1,645 | $ 1,719 | $ 4,167 | $ 4,770 | ||||||||||
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 | 28 months | |||||||||||||
Unrecognized compensation cost | 4,800 | $ 4,800 | ||||||||||||
Restricted Stock [Member] | Market-Based Vesting (TSR Units) [Member] | Shares Issued 2017 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting percentage | 200.00% | |||||||||||||
Restricted Stock [Member] | Market-Based Vesting (TSR Units) [Member] | Shared Issued 2018 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting percentage | 100.00% | |||||||||||||
Restricted Stock [Member] | Market-Based Vesting (TSR Units) [Member] | Shares Issued 2019 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting percentage | 0.00% | |||||||||||||
Restricted Stock [Member] | Market-Based Vesting (TSR Units) [Member] | Shares issued 2020 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting percentage | 50.00% | |||||||||||||
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 | 890,000 | ||||||||||||
Grant date fair value (in dollars per share) | $ 13.05 | |||||||||||||
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 | 34 months | |||||||||||||
Non-Cash Share Based Compensation in 2014 [Member] | Subsequent Event [Member] | Scenario, Forecast [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation cost | $ 8,400 | $ 6,000 | ||||||||||||
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% | |||||||||||||
Shares authorized (in shares) | 3,433,831 | |||||||||||||
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 | 100.00% | |||||||||||||
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 | $ 5,500 | $ 5,500 | ||||||||||||
Unrecognized compensation cost, period for recognition | 34 months | |||||||||||||
2008 Long-Term Equity Incentive Ownership Plan [Member] | Non-Cash Share Based Compensation in 2014 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation cost, period for recognition | 24 months | |||||||||||||
2018 Long-Term Equity Incentive Ownership Plan [Member] | Restricted Stock [Member] | Market-Based Vesting (TSR Units) [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock granted (in shares) | 545,000 | 405,417 | 229,684 | |||||||||||
Performance period | 3 years | 3 years | 3 years | |||||||||||
Grant date fair value (in dollars per share) | $ 5.55 | $ 8.22 | $ 14.89 | |||||||||||
2018 Long-Term Equity Incentive Ownership Plan [Member] | Restricted Stock [Member] | Minimum [Member] | Market-Based Vesting (TSR Units) [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting percentage | 0.00% | 0.00% | 0.00% | |||||||||||
2018 Long-Term Equity Incentive Ownership Plan [Member] | Restricted Stock [Member] | Maximum [Member] | Market-Based Vesting (TSR Units) [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting percentage | 200.00% | 200.00% | 200.00% | |||||||||||
2018 Long-Term Equity Incentive Ownership Plan [Member] | Time-Based Restricted Units [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock granted (in shares) | 530,000 | 17,069 | 317,184 | |||||||||||
Performance period | 3 years | 3 years | 3 years | |||||||||||
Grant date fair value (in dollars per share) | $ 5.83 | $ 11.69 | $ 10.63 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | |||
Non-vested, beginning balance (in shares) | 2,339,932 | ||
Granted (in shares) | 1,075,000 | 762,630 | 653,472 |
Vested (in shares) | (478,607) | (284,964) | (560,126) |
Forfeited (in shares) | (32,479) | ||
Non-vested, ending balance (in shares) | 2,903,846 | 2,339,932 | |
Shares, Available for grant (in shares) | 409,344 | ||
Weighted Average Grant Date Fair Value | |||
Non-vested, ending balance (in dollars per share) | $ 9.45 | $ 11.52 | |
Granted (in dollars per share) | 5.69 | $ 9.46 | $ 11.07 |
Vested (in dollars per share) | 11.07 | ||
Forfeited (in dollars per share) | 10.80 | ||
Non-vested, beginning balance (in dollars per share) | $ 11.52 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Granted, Non-Vested Shares Issued (in shares) | 1,075,000 | 762,630 | 653,472 |
Shares Granted, Weighted-Average Grant Date Fair Value (in dollars per share) | $ 5.69 | $ 9.46 | $ 11.07 |
Shares Vested (in shares) | (478,607) | (284,964) | (560,126) |
Shares Vested, Total Vest-Date Fair Value | $ 5,297 | $ 3,352 | $ 7,978 |
Grants to Trustees (Details)
Grants to Trustees (Details) | Dec. 12, 2019trustee$ / 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 | |
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 | 19,562 |
Restricted stock granted to trustees, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 13.54 |
Individual Trustee Grant Agreements 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of independent trustees (in trustees) | trustee | 2 |
Individual Trustee Grant Agreements 2 [Member] | Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock granted to each trustee (in shares) | shares | 3,398 |
Restricted stock granted to trustees, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 13.54 |
Real Estate (Details)
Real Estate (Details) - Las Colinas Village [Member] $ in Millions | Dec. 06, 2019USD ($)ft² |
Real Estate [Line Items] | |
Cash and net prorations | $ | $ 34.8 |
Area of real estate property | ft² | 104,919 |
Concentration risk, percentage | 86.00% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Pillarstone OP [Member] $ in Millions | Dec. 08, 2016USD ($) |
Related Party Transaction [Line Items] | |
Financed receivable due from related party | $ 15.4 |
Minimum [Member] | LIBOR Rate | |
Related Party Transaction [Line Items] | |
Financing receivable, basis spread on variable rate | 1.40% |
Maximum [Member] | LIBOR Rate | |
Related Party Transaction [Line Items] | |
Financing receivable, basis spread on variable rate | 1.95% |
Related Party Transactions - Re
Related Party Transactions - Revenue and Expenses (Details) - Pillarstone OP [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property operation and maintenance | ||||
Related Party Transaction [Line Items] | ||||
Rent | $ (225) | $ (213) | $ (701) | $ (628) |
Other revenues | ||||
Related Party Transaction [Line Items] | ||||
Property management fee income | 145 | 228 | 456 | 693 |
Interest, dividend and other investment income | ||||
Related Party Transaction [Line Items] | ||||
Interest income | $ 0 | $ 52 | $ 0 | $ 161 |
Subsequent Events - Detals (Det
Subsequent Events - Detals (Details) | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Event [Line Items] | |
Contractual base rent and common area maintenance reimbursables billed, percentage | 90.00% |