Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001175535 | |
Entity Registrant Name | Whitestone REIT | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34855 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 76-0594970 | |
Entity Address, Address Line One | 2600 South Gessner, Suite 500 | |
Entity Address, Postal Zip Code | 77063 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
City Area Code | 713 | |
Local Phone Number | 827-9595 | |
Title of 12(b) Security | Common Shares of Beneficial Interest, par value $0.001 per share | |
Trading Symbol | WSR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 49,425,385 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Property | $ 1,201,650 | $ 1,199,041 | |
Accumulated depreciation | (214,684) | (208,286) | |
Total real estate assets | 986,966 | 990,755 | |
Investment in real estate partnership | [1],[2],[3] | 34,608 | 34,826 |
Cash and cash equivalents | 3,479 | 6,166 | |
Restricted cash | 193 | 189 | |
Escrows and acquisition deposits | 10,031 | 12,827 | |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | 26,892 | 25,570 | |
Other receivables | 585 | 461 | |
Unamortized lease commissions, legal fees and loan costs | 12,412 | 12,697 | |
Prepaid expenses and other assets(1) | [4] | 7,416 | 7,838 |
Finance lease right-of-use assets | 10,493 | 10,522 | |
Total assets(1) | 1,093,893 | 1,102,767 | |
Liabilities: | |||
Notes payable | 630,409 | 625,427 | |
Accounts payable and accrued expenses(2) | [5] | 28,311 | 36,154 |
Tenants' security deposits | 8,343 | 8,428 | |
Dividends and distributions payable | 6,009 | 6,008 | |
Finance lease liabilities | 733 | 735 | |
Total liabilities | 675,367 | 678,313 | |
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 March 31, 2023 and December 31, 2022 | 0 | 0 | |
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 49,424,573 and 49,422,713 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 49 | 49 | |
Additional paid-in capital | 625,557 | 624,785 | |
Accumulated deficit | (214,450) | (212,366) | |
Accumulated other comprehensive income | 1,457 | 5,980 | |
Total Whitestone REIT shareholders' equity | 412,613 | 418,448 | |
Noncontrolling interest in subsidiary | 5,913 | 6,006 | |
Total equity | 418,526 | 424,454 | |
Total liabilities and equity(2) | 1,093,893 | 1,102,767 | |
(2) Operating lease liabilities | 111 | ||
Related Party [Member] | |||
Other receivables | 1,403 | 1,377 | |
Liabilities: | |||
Other liabilities | 1,562 | 1,561 | |
Prepaid Expenses and Other Current Assets [Member] | |||
Equity: | |||
(1) Operating lease right of use assets (net) | 107 | 124 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Equity: | |||
(2) Operating lease liabilities | $ 111 | $ 129 | |
[1]On December 26, 2021, the Board of Trustees of Pillarstone REIT adopted a new rights agreement (the “Pillarstone Rights Agreement”), pursuant to which each holder of Pillarstone REIT common stock received one preferred share purchase right (a “Right”) per common share held as of the applicable record date. Each Right entitles the registered holder to purchase from Pillarstone REIT one one-thousandth (a “Unit”) of a series D preferred share of Pillarstone at a purchase price (“Purchase Price”) of $7.00 per Unit, subject to adjustment. The Rights are exercisable upon the occurrence of certain events as described in the Pillarstone Rights Agreement, including the acquisition by certain holders of 5% or more of the common shares of Pillarstone REIT (an “Acquiring Person”). Upon the acquisition of Pillarstone REIT common shares by an Acquiring Person, each holder of a Right (other than an Acquiring Person), will have the right to receive upon exercise a number of Pillarstone REIT common shares having a market value of two times the Purchase Price.As set forth in the Amended and Restated Limited Partnership Agreement of Pillarstone OP, dated as of December 8, 2016 (the “Pillarstone Partnership Agreement”), we have the contractual right to have our limited partnership interests in Pillarstone redeemed at our discretion. However, upon receipt of a redemption notice, Pillarstone OP has the option of the applicable redemption price in cash, based on the market value of Pillarstone REIT common shares, or in Pillarstone REIT common shares. To the extent we seek to have our partnership units in Pillarstone OP redeemed and Pillarstone OP elects to pay the applicable redemption price in Pillarstone REIT common shares (and such shares represent 5% or more of the outstanding common shares of Pillarstone REIT), the Rights could become exercisable. To the extent the Rights are exercised as a result of our Pillarstone OP units being redeemed for Pillarstone REIT common shares, our ownership interest in Pillarstone REIT would be significantly diluted, which could adversely impact the value of our investment in Pillarstone OP. Because the Pillarstone Rights Agreement seeks to prevent Whitestone OP from exercising its contractual Redemption Right, on July 12, 2022, Whitestone OP filed suit against Pillarstone REIT in the Court of Chancery of the State of Delaware challenging the Pillarstone Rights Agreement due to Pillarstone REIT’s breach of the Pillarstone OP partnership agreement, breach of its fiduciary duty as general partner of Pillarstone OP to Whitestone OP, and breach of the implied covenant of good faith and fair dealing under the Pillarstone OP partnership agreement. The lawsuit seeks rescission and voiding of the Pillarstone Rights Agreement; a declaration that the Pillarstone Rights Agreement is unenforceable, invalid, and of no force and effect; an order permanently enjoining enforcement of the Pillarstone Rights Agreement; an award of monetary damages; and broad restrictions on Pillarstone REIT’s ability to conduct its business, including buying properties, enforcing the Rights Agreement, incurring expenses, or engaging in transactions. On September 8, 2022, the Company’s Motion to Preserve the Status Quo was granted by the Court, limiting Pillarstone from engaging in any acts outside the ordinary course of business and otherwise imposing restrictions on Pillarstone to ensure that Whitestone’s right of redemption right is not impaired while the underlying dispute is being considered by the Court.While we do not believe the overall impact of the Pillarstone Rights Agreement on the carrying value of our investment in Pillarstone OP is material, we cannot reasonably estimate a range of possible loss at this time.[2]Representing eight property interests and 926,798 square feet of GLA, as of March 31, 2023 and December 31, 2022.[3]We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 have not been made available to us, we have estimated the value of the investment based on the information available to us at the time of this report.[4]Operating lease right of use assets (net) $ 107 $ 124[5]Operating lease liabilities $ 111 $ 129 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 49,424,573 | 49,422,713 |
Common stock, shares outstanding (in shares) | 49,424,573 | 49,422,713 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Revenues | |||
Rental(1) | [1] | $ 35,497 | $ 33,808 |
Management, transaction, and other fees | 354 | 315 | |
Total revenues | 35,851 | 34,123 | |
Operating expenses | |||
Depreciation and amortization | 7,846 | 7,910 | |
Operating and maintenance | 6,086 | 5,725 | |
Real estate taxes | 4,708 | 4,367 | |
General and administrative | 5,084 | 3,049 | |
Total operating expenses | 23,724 | 21,051 | |
Other expenses (income) | |||
Interest expense | 7,903 | 6,061 | |
Loss on disposal of assets, net | 6 | 15 | |
Interest, dividend and other investment income | (20) | (14) | |
Total other expenses | 7,889 | 6,062 | |
Income before equity investment in real estate partnership and income tax | 4,238 | 7,010 | |
Equity (deficit) in earnings of real estate partnership | (218) | 280 | |
Provision for income tax | (119) | (101) | |
Net income | 3,901 | 7,189 | |
Less: Net income attributable to noncontrolling interests | 54 | 111 | |
Net income attributable to Whitestone REIT | $ 3,847 | $ 7,078 | |
Basic Earnings Per Share: | |||
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.08 | $ 0.14 | |
Diluted Earnings Per Share: | |||
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.08 | $ 0.14 | |
Weighted average number of common shares outstanding: | |||
Basic (in shares) | 49,424 | 49,145 | |
Diluted (in shares) | 50,160 | 50,306 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net income | $ 3,901 | $ 7,189 | |
Other comprehensive income (loss) | |||
Unrealized gain (loss) on cash flow hedging activities | (4,587) | 5,986 | |
Comprehensive income (loss) | (686) | 13,175 | |
Less: Net income attributable to noncontrolling interests | 54 | 111 | |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (64) | 92 | |
Comprehensive income (loss) attributable to Whitestone REIT | (676) | 12,972 | |
Rental revenues | 25,740 | 24,844 | |
Recoveries | 10,081 | 9,337 | |
Bad debt | (324) | (373) | |
Rental | [1] | $ 35,497 | $ 33,808 |
[1]Rental Rental revenues $ 25,740 $ 24,844 Recoveries 10,081 9,337 Bad debt (324 ) (373 ) Total rental $ 35,497 $ 33,808 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | OP Units [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 49,144 | 771 | ||||||
Balance at Dec. 31, 2021 | $ 48 | $ 623,462 | $ (223,973) | $ (6,754) | $ 392,783 | $ 6,255 | $ 399,038 | |
Issuance of shares under dividend reinvestment plan (in shares) | 1 | 0 | ||||||
Issuance of shares under dividend reinvestment plan | $ 0 | 15 | 0 | 0 | 15 | 0 | 15 | |
Share-based compensation | 0 | (1,413) | 0 | 0 | (1,413) | 0 | (1,413) | |
Distributions - per common share / OP unit | 0 | 0 | (5,897) | 0 | (5,897) | (5,989) | ||
Distributions - per common share / OP unit | (92) | |||||||
Amount Recognized as Comprehensive income | 0 | 0 | 0 | 5,894 | 5,894 | 92 | 5,986 | |
Net income | $ 0 | 0 | 7,078 | 0 | 7,078 | 111 | 7,189 | |
Exchange of noncontrolling interest OP units for common shares (in shares) | 1 | (1) | ||||||
Exchange of noncontrolling interest OP units for common shares | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Distributions - per common share / OP unit | (92) | |||||||
Balance (in shares) at Mar. 31, 2022 | 49,146 | 770 | ||||||
Balance at Mar. 31, 2022 | $ 48 | 622,064 | (222,792) | (860) | 398,460 | 6,366 | 404,826 | |
Balance (in shares) at Dec. 31, 2022 | 49,423 | 695 | ||||||
Balance at Dec. 31, 2022 | $ 49 | 624,785 | (212,366) | 5,980 | 418,448 | 6,006 | 424,454 | |
Issuance of shares under dividend reinvestment plan (in shares) | 2 | 0 | ||||||
Issuance of shares under dividend reinvestment plan | $ 0 | 17 | 0 | 0 | 17 | 0 | 17 | |
Share-based compensation (in shares) | 0 | 0 | ||||||
Share-based compensation | $ 0 | 755 | 0 | 0 | 755 | 0 | 755 | |
Distributions - per common share / OP unit | 0 | 0 | (5,931) | 0 | (5,931) | (6,014) | ||
Distributions - per common share / OP unit | (83) | |||||||
Amount Recognized as Comprehensive income | 0 | 0 | 0 | (4,523) | (4,523) | (64) | (4,587) | |
Net income | $ 0 | 0 | 3,847 | 0 | 3,847 | 54 | 3,901 | |
Distributions - per common share / OP unit | (83) | |||||||
Balance (in shares) at Mar. 31, 2023 | 49,425 | 695 | ||||||
Balance at Mar. 31, 2023 | $ 49 | $ 625,557 | $ (214,450) | $ 1,457 | $ 412,613 | $ 5,913 | $ 418,526 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Distributions per common share (in dollars per share) | $ 0.12 | $ 0.1075 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Cash flows from operating activities: | |||
Net income | $ 3,901,000 | $ 7,189,000 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 7,846,000 | 7,911,000 | |
Amortization of deferred loan costs | 277,000 | 274,000 | |
Loss on disposal of assets, net | 6,000 | 15,000 | |
Bad debt | 324,000 | 372,000 | |
Share-based compensation | 755,000 | (1,413,000) | |
(Equity) deficit in earnings of real estate partnership | 218,000 | (280,000) | |
Amortization of right-of-use assets - finance leases | 29,000 | 0 | |
Changes in operating assets and liabilities: | |||
Escrows and acquisition deposits | 2,796,000 | 1,874,000 | |
Accrued rents and accounts receivable | (1,646,000) | (1,913,000) | |
Receivable due from related party | (26,000) | (164,000) | |
Unamortized lease commissions, legal fees and loan costs | (521,000) | (697,000) | |
Prepaid expenses and other assets | (1,117,000) | 295,000 | |
Accounts payable and accrued expenses | (7,843,000) | (8,781,000) | |
Payable due to related party | 1,000 | 210,000 | |
Tenants' security deposits | (85,000) | 23,000 | |
Net cash provided by operating activities | 4,915,000 | 4,915,000 | |
Cash flows from investing activities: | |||
Additions to real estate | (3,529,000) | (3,359,000) | |
Net cash used in investing activities | (3,529,000) | (3,359,000) | |
Cash flows from financing activities: | |||
Distributions paid to common shareholders | (5,913,000) | (5,268,000) | |
Distributions paid to OP unit holders | (83,000) | (83,000) | |
Net proceeds from credit facility | 9,500,000 | 0 | |
Repayments of notes payable | (7,571,000) | (863,000) | |
Payment of finance lease liability | (2,000) | 0 | |
Net cash used in financing activities | (4,069,000) | (6,214,000) | |
Net decrease in cash, cash equivalents and restricted cash | (2,683,000) | (4,658,000) | |
Cash, cash equivalents and restricted cash at beginning of period | 6,355,000 | 15,914,000 | |
Cash, cash equivalents and restricted cash at end of period (1) | [1] | 3,672,000 | 11,256,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 7,610,000 | 5,772,000 | |
Non cash investing and financing activities: | |||
Disposal of fully depreciated real estate | 864,000 | 20,000 | |
Financed insurance premiums | 3,002,000 | 1,846,000 | |
Value of shares issued under dividend reinvestment plan | 17,000 | 15,000 | |
Change in fair value of cash flow hedge | (4,587,000) | 5,986,000 | |
Cash, cash equivalents and restricted cash | |||
Cash and cash equivalents | 3,479,000 | 11,136,000 | |
Restricted cash | 193,000 | 120,000 | |
Total cash, cash equivalents and restricted cash | $ 3,672,000 | $ 11,256,000 | |
[1]For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below. |
Note 1 - Interim Financial Stat
Note 1 - Interim Financial Statements | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. 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, 2022 March 31, 2023 10 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 March 31, 2023 December 31, 2022 three March 31, 2023 2022 three March 31, 2023 2022 three March 31, 2023 2022 not 10 December 31, 2022 Business August 20, 1998. July 2004, December 31, 1998 March 31, 2023 December 31, 2022 As of March 31, 2023 Consolidated Operating Portfolio • 51 wholly owned properties that meet our Community Centered Properties® strategy; and Redevelopment, New Acquisitions Portfolio • one wholly owned property, Lake Woodlands Crossing, that meets our Community Centered Properties® strategy containing approximately 0.1 million square feet of GLA • five As of March 31, 2023 eight not The global health crisis caused by COVID- 19 may 19 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation. March 31, 2023 December 31, 2022 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 one Equity Method. 2014 09 606” 610, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets Basis of Accounting. Use of Estimates. 19 not Reclassifications. no Restricted Cash. 2015, January 6, 2024 ( 7 Derivative Instruments and Hedging Activities. 2 820, Fair Value Measurements and Disclosures. 2 not March 31, 2023 Development Properties. three March 31, 2023 three March 31, 2022 Share-Based Compensation. may 2018 “2018 three March 31, 2023 2022 January 18, 2022, f $2.2 million d three March 31, 2022 Noncontrolling Interests. not Accrued Rents and Accounts Receivable. 19 not March 31, 2023 December 31, 2022 three March 31, 2023 2022 , we recorded an adjustment to rental revenue for bad debt, exclusive of straight-line rent reserve adjustments, in the amount of a decrease to revenue and a decrease to revenue, respectively. The three March 31, 2023 included s, resulting in a decrease to rental revenue for straight-line rent adjustments of and a decrease to rental revenue for bad debt adjustments of , and the three March 31, 2022 included cash basis tenants, resulting in d Revenue Recognition. Rental third Other property income primarily includes amounts recorded in connection with management fees and lease termination fees. Pillarstone OP paid us management fees for property management, leasing and day-to-day advisory and administrative services. August 18, 2022. 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 December 31, 2022 Recent Accounting Pronouncements. March 2020, No. 2020 04, 848 2020 04” January 2021, No. 2021 01, 848 2021 01” 2020 04 2021 01 September 2022. no |
Note 3 - Leases
Note 3 - Leases | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Lessee and Lessor, Operating Leases [Text Block] | 3. LEASES As a Lessor. Rental A summary of minimum future rents to be received (exclusive of renewals, tenant reimbursements, contingent rents, and collectability adjustments under Topic 842 March 31, 2023 Years Ended December 31, Minimum Future Rents (1) 2023 (remaining) $ 72,459 2024 86,345 2025 69,783 2026 54,657 2027 42,932 Thereafter 127,363 Total $ 453,539 ( 1 These amounts do not not As a Lessee. one three March 31, 2023 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, Operating Leases Finance Lease 2023 (remaining) $ 45 $ 45 2024 43 61 2025 28 63 2026 1 64 2027 — 65 Thereafter — 2,773 Total undiscounted rental payments 117 3,071 Less imputed interest 6 2,338 Total lease liabilities $ 111 $ 733 For the three March 31, 2023 2022 March 31, 2023 not 4.5% 6% March 31, 2023 |
Note 4 - Accrued Rents and Acco
Note 4 - Accrued Rents and Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. 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): March 31, 2023 December 31, 2022 Tenant receivables $ 17,163 $ 16,828 Accrued rents and other recoveries 23,149 22,103 Allowance for doubtful accounts (14,005 ) (13,822 ) Other receivables 585 461 Total $ 26,892 $ 25,570 |
Note 5 - Unamortized Lease Comm
Note 5 - Unamortized Lease Commissions, Legal Fees and Loan Costs | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Unamortized Lease Commissions and Loan Costs [Text Block] | 5. Costs which have been deferred consist of the following (in thousands): March 31, 2023 December 31, 2022 Leasing commissions $ 16,397 $ 16,364 Deferred legal cost 362 364 Deferred financing cost 4,149 4,149 Total cost 20,908 20,877 Less: leasing commissions accumulated amortization (7,736 ) (7,649 ) Less: deferred legal cost accumulated amortization (267 ) (263 ) Less: deferred financing cost accumulated amortization (493 ) (268 ) Total cost, net of accumulated amortization $ 12,412 $ 12,697 |
Note 6 - Investment in Real Est
Note 6 - Investment in Real Estate Partnership | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 6. On December 8, 2016, four not 1 2 In connection with the Contribution, Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a management agreement with the entities that own the contributed Pillarstone Properties (collectively, the “Management Agreements”). Pursuant to the Management Agreements, Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services. The management agreement was terminated on August 18, 2022. In connection with the Contribution, on December 8, 2016, December 8, 2021 We rely on reporting from Pillarstone OP's general partner, Pillarstone Capital REIT (“PRLE”), for financial information regarding the Company’s investment in Pillarstone OP. PRLE is a public company that is delinquent in its SEC reporting obligations, having yet to file its Quarterly Report on Form 10 three September 30, 2022, 10 December 31, 2022. not no not The table below presents the real estate partnership investment in which the Company holds an ownership interest (in thousands): Company’s Investment as of March 31, 2023 December 31, 2022 Real estate partnership Ownership Interest Pillarstone OP 81.4% $ 34,608 $ 34,826 Total real estate partnership(1)(2)(3) $ 34,608 $ 34,826 ( 1 Representing eight March 31, 2023 December 31, 2022. ( 2 On December 26, 2021, one one one two December 8, 2016 ( July 12, 2022, no September 8, 2022, not not ( 3 We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 not The table below presents the Company’s share of net income (loss) from its investment in the real estate partnership which is included in equity (deficit) in earnings of real estate partnership, net on the Company’s consolidated statements of operations and comprehensive income (loss) (in thousands): Three Months Ended March 31, 2023 2022 Pillarstone OP $ (218 ) $ 280 Summarized financial information for the Company’s investment in real estate partnership is as follows (in thousands): March 31, 2023 December 31, 2022 Assets: Real estate, net $ 47,574 $ 47,727 Other assets 9,680 9,680 Total assets (1) 57,254 57,407 Liabilities and equity: Notes payable 14,535 14,616 Other liabilities 3,782 3,782 Equity 38,937 39,009 Total liabilities and equity (2) 57,254 57,407 Company’s share of equity 31,714 31,773 Cost of investment in excess of the Company’s share of underlying net book value 2,894 3,053 Carrying value of investment in real estate partnership (3) $ 34,608 $ 34,826 ( 1 We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 not ( 2 We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 not ( 3 We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 not Three Months Ended March 31, 2023 2022 Revenues $ 2,003 $ 2,326 Operating expenses (2,032 ) (1,605 ) Other expenses (206 ) (344 ) Net income (loss) (1) $ (235 ) $ 377 ( 1 We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 not 6 The amortization of the basis difference between the cost of investment and the Company's share of underlying net book value for both of the three March 31, 2023 2022 The Company has evaluated its guarantee to Pillarstone OP pursuant to ASC 460, Guarantees, 460 two 3 820 seven three March 31, 2023 2022 |
Note 7 - Debt
Note 7 - Debt | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7. 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 Debt consisted of the following as of the dates indicated (in thousands): Description March 31, 2023 December 31, 2022 Fixed rate notes $ 265.0 3.18 1.45 2.10 January 31, 2028 (1) $ 265,000 $ 265,000 $ 80.0 3.72 June 1, 2027 80,000 80,000 $ 19.0 4.15 December 1, 2024 17,925 18,016 $ 20.2 4.28 June 6, 2023 17,262 17,375 $ 14.0 4.34 September 11, 2024 12,638 12,709 $ 14.3 4.34 September 11, 2024 13,453 13,520 $ 15.1 4.99 January 6, 2024 13,563 13,635 $ 2.6 5.46 October 1, 2023 2,222 2,236 $ 50.0 5.09 March 22, 2029 42,857 50,000 $ 50.0 5.17 March 22, 2029 50,000 50,000 $ 3.0 6.78 December 28, 2023 3,002 — $ 50.0 3.71 1.50 2.10 September 16, 2026 50,000 — Floating rate notes Unsecured line of credit, SOFR plus 1.50 2.10 September 16, 2026 63,000 103,500 Total notes payable principal 630,922 625,991 Less deferred financing costs, net of accumulated amortization (513 ) (564 ) Total notes payable $ 630,409 $ 625,427 ( 1 Promissory note includes an interest rate swap that fixes the SOFR portion of the term loan at an interest rate of 2.16% through October 28, 2022, October 29, 2022 January 31, 2024, February 1, 2024 January 31, 2028. ( 2 A portion of the unsecured line of credit includes an interest rate swap to fix the SOFR portion of the loan at 3.71%. On March 22, 2019, March 22, 2029 ( March 22, 2029 ( March 22, 2019 ( On December 16, 2022, March 22, 2019 ( No. 1 December 16, 2022 ( Neither the term of the Existing Note Agreement, the interest rate, nor the principal amounts, were amended. The purpose of the amendment is to conform certain covenants and defined terms contained in the Amended Note Agreement with the Company’s recently amended unsecured credit facility with the lenders party thereto, Bank of Montreal, as administrative agent, Truist Bank, as syndication agent, and BMO Capital Markets Corp., Truist Bank, Capital One, National Association, and U.S. Bank National Association, as co-lead arrangers and joint book runners. The principal of the Series A Notes will begin to amortize on March 22, 2023 March 22, 2025 22nd March, June, September December The Operating Partnership may not 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 secured recourse debt to total asset value ratio of 0.15 to 1.00; • maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of 75% of the Company's total net worth as of December 31, 2021 • minimum adjusted property NOI to implied unencumbered debt service ratio of 1.50 to 1.00. In addition, the Note Agreement contains a financial covenant requiring that maximum unsecured indebtedness not 1.00. 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 not 1933, may not 4 2 On September 16, 2022, “2022 2022 January 31, 2019 ( “2019 The 2022 two • $250.0 million unsecured revolving credit facility with a maturity date of September 16, 2026 “2022 • $265.0 million unsecured term loan with a maturity date of January 31, 2028 ( Borrowings under the 2022 March 31, 2023 2022 • 2.16% plus 1.55% through October 28, 2022 • 2.80% plus 1.55% from October 29, 2022 January 31, 2024 • 3.42% plus 1.55% from February 1, 2024 January 31, 2028 The 2022 one two 2 The 2022 March 31, 2023 , subject to any potential future paydowns or increases in the borrowing base, we have $136.9 million remaining availability under the 2022 March 31, 2023 , $378.0 million was drawn on the 2022 2022 million of proceeds from the 2022 2019 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 2022 2022 2022 • 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; • maintenance of a minimum tangible net worth (adjusted for accumulated depreciation and amortization) of $449 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 2022 2022 2022 As of March 31, 2023 seven March 31, 2023 Scheduled maturities of our outstanding debt as of March 31, 2023 Year Amount Due 2023 (remaining) $ 23,634 2024 63,573 2025 17,143 2026 130,143 2027 97,143 Thereafter 299,286 Total $ 630,922 |
Note 8 - Derivatives and Hedgin
Note 8 - Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 8. DERIVATIVES AND HEDGING ACTIVITIES The fair value of our interest rate swaps is as follows (in thousands): March 31, 2023 Balance Sheet Location Estimated Fair Value Prepaid expenses and other assets $ 3,291 Accounts payable and accrued expenses $ (1,813 ) December 31, 2022 Balance Sheet Location Estimated Fair Value Prepaid expenses and other assets $ 6,065 On March 31, 2023, March 31, 2023 September 16, 2026. not 12 On September 16, 2022, 2022 October 29, 2022, February 1, 2024, January 31, 2028. 7 2022 not 12 On January 31, 2019, 2019 September 7, 2022, 7 2019 February 8, 2021 January 31, 2024. September 16, 2022, not 12 On November 19, 2015, 2018 fourth 2015, 7 2018 November 30, 2015 October 28, 2022. 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 March 31, 2023 $ (4,587 ) Interest expense $ 1,203 Three Months Ended March 31, 2022 $ 5,986 Interest expense $ (1,331 ) ( 1 There was no ineffective portion of our interest rate swaps to recognize in earnings for the three March 31, 2023 2022 |
Note 9 - Earnings Per Share
Note 9 - Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 9. EARNINGS PER SHARE Basic earnings per share for our common shareholders is calculated by dividing net income 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 three March 31, 2023 2022 Three Months Ended March 31, (in thousands, except per share data) 2023 2022 Numerator: Net Income $ 3,901 $ 7,189 Less: Net income attributable to noncontrolling interests (54 ) (111 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 3,847 $ 7,078 Denominator: Weighted average number of common shares - basic 49,424 49,145 Effect of dilutive securities: Unvested restricted shares 736 1,161 Weighted average number of common shares - dilutive 50,160 50,306 Earnings Per Share: Basic: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.08 $ 0.14 Diluted: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.08 $ 0.14 |
Note 10 - Income Taxes
Note 10 - Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 10. With the exception of our taxable REIT subsidiaries, federal income taxes are generally not 1986, 90% 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% not 740, Income Taxes three March 31, 2023 2022 |
Note 11 - Equity
Note 11 - Equity | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 11. 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 20, 2022, 3 On September 9, 2022, eleven “2022 3 No. 333 264881 415 no 2022 2022 We have in the past, and expect to in the future, enter into at-the-market equity distribution programs providing for the issuance and sale of common shares. 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 1933, three March 31, 2023 2022, not 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 March 31, 2023 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 one March 31, 2023 December 31, 2022 49,303,733 March 31, 2023 December 31, 2022 third 98.6% 98.5% three March 31, 2023 2022 three March 31, 2023 2022 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 2022 three March 31, 2023 Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distributions Per Common Share Amount Paid Distributions Per OP Unit Amount Paid Amount Paid 2023 First Quarter $ 0.1200 $ 5,913 $ 0.1200 $ 83 $ 5,996 Total $ 0.1200 $ 5,913 $ 0.1200 $ 83 $ 5,996 2022 Fourth Quarter $ 0.1200 $ 5,909 $ 0.1200 $ 83 $ 5,992 Third Quarter 0.1200 5,901 0.1200 88 5,989 Second Quarter 0.1200 5,880 0.1200 92 5,972 First Quarter 0.1075 5,268 0.1075 83 5,351 Total $ 0.4675 $ 22,958 $ 0.4675 $ 346 $ 23,304 The Board will regularly reassess the dividend, particularly as there is more clarity on the duration and severity of the COVID- 19 |
Note 12 - Incentive Share Plan
Note 12 - Incentive Share Plan | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 12. INCENTIVE SHARE PLAN The Company's 2008 "2008 July 2018. May 11, 2017, 2018 “2018 2018 2018 2018 July 30, 2018, 2008 The Compensation Committee administered the 2008 2018 2008 2018 September 6, 2017, 2008 2008 September 30, 2024 ( not September 30, 2024, September 30, 2024 no March 31, 2023, On June 30, 2019, 2018 September 30, 2019, 2018 three June 30, 2019 December 31, 2021. three December 31, 2021, June 30, 2019 September 30, 2019 three June 30, 2019 September 30, 2019 On July 31, 2020, 2018 three July 31, 2020 December 31, 2022. three December 31, 2022, July 31, 2020 three On June 30, 2021, 2018 three June 30, 2021 December 31, 2023. three three June 30, 2021 not 2018 On September 30, 2021, 2018 three On March 28, 2022, 2018 three June 30, 2022 December 31, 2024. three three A summary of the share-based incentive plan activity as of and for the three March 31, 2023 Weighted Average Grant Date Shares Fair Value Non-vested at January 1, 2023 1,220,945 $ 10.03 Granted — — Vested — — Forfeited (15,068 ) 9.76 Non-vested at March 31, 2023 1,205,877 10.03 Available for grant at March 31, 2023 1,761,967 A summary of our non-vested and vested shares activity for the three March 31, 2023 December 31, 2022 2021 Shares Granted Shares Vested Non-Vested Shares Issued Weighted Average Grant-Date Fair Value Vested Shares Total Vest-Date Fair Value (in thousands) Three Months Ended March 31, 2023 — $ — — $ — Year Ended December 31, 2022 360,334 $ 11.61 (519,003 ) $ 3,442 Year Ended December 31, 2021 904,215 $ 5.99 (1,024,808 ) $ 9,757 Total compensation recognized in earnings for share-based payments was $829,000 and $(1,329,000) for the three March 31, 2023 2022 Based on our current financial projections, we expect approximately 100% of the unvested awards, exclusive of 455,000 CIC Units, to vest over the next 27 months. As of March 31, 2023 April 1, 2023. We expect to record approximately $2.8 million in non-cash share-based compensation expense in 2023 2023. March 31, 2023 2021 2022, September 30, 2024 |
Note 13 - Grants to Trustees
Note 13 - Grants to Trustees | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Trustee Incentive Shares [Text Block] | 13. On December 19, 2022, five one December 31, 2022 |
Note 14 - Segment Information
Note 14 - Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 14. Historically, our management has not not |
Note 15 - Real Estate
Note 15 - Real Estate | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Real Estate Disclosure [Text Block] | 15. Property Acquisitions. December 21, 2022, On December 2, 2022 |
Note 16 - Related Party Transac
Note 16 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 16. RELATED PARTY TRANSACTIONS The Contribution January 18, 2022, 13d 3 1 1934, April 18, 2022. February 9, 2022, 13d 3 1 Pillarstone OP During the ordinary course of business, we had transactions with Pillarstone OP that include, but are not August 18, 2022. 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 March 31, 2023 2022 Three Months Ended March 31, Location of Revenue (Expense) 2023 2022 Rent Operating and maintenance $ (15 ) $ (192 ) Property management fee income Management, transaction, and other fees $ — $ 140 |
Note 17 - Commitments and Conti
Note 17 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 17. COMMITMENTS AND CONTINGENCIES Litigation between the Company and Pillarstone REIT On September 16, 2022, November 25, 2022, not not Former CEO Litigation On February 23, 2022, September 12, 2022, not not Pillarstone Rights Plan On December 26, 2021, one one As set forth in the Amended and Restated Limited Partnership Agreement of Pillarstone OP, dated as of December 8, 2016 ( Because Pillarstone REIT seeks to use the Pillarstone Rights Agreement to prevent Whitestone OP from exercising its contractual Redemption Right, on July 12, 2022, no On September 8, 2022, not While we do not 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 |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 18. SUBSEQUENT EVENTS None. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation. March 31, 2023 December 31, 2022 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 one |
Equity Method Investments [Policy Text Block] | Equity Method. 2014 09 606” 610, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates. 19 not |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassifications. no |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash. 2015, January 6, 2024 ( 7 |
Derivatives, Policy [Policy Text Block] | Derivative Instruments and Hedging Activities. 2 820, Fair Value Measurements and Disclosures. 2 not March 31, 2023 |
Real Estate Held for Development and Sale, Policy [Policy Text Block] | Development Properties. three March 31, 2023 three March 31, 2022 |
Share-Based Payment Arrangement [Policy Text Block] | Share-Based Compensation. may 2018 “2018 three March 31, 2023 2022 January 18, 2022, f $2.2 million d three March 31, 2022 |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | Noncontrolling Interests. not |
Receivable [Policy Text Block] | Accrued Rents and Accounts Receivable. 19 not March 31, 2023 December 31, 2022 three March 31, 2023 2022 , we recorded an adjustment to rental revenue for bad debt, exclusive of straight-line rent reserve adjustments, in the amount of a decrease to revenue and a decrease to revenue, respectively. The three March 31, 2023 included s, resulting in a decrease to rental revenue for straight-line rent adjustments of and a decrease to rental revenue for bad debt adjustments of , and the three March 31, 2022 included cash basis tenants, resulting in d |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition. Rental third Other property income primarily includes amounts recorded in connection with management fees and lease termination fees. Pillarstone OP paid us management fees for property management, leasing and day-to-day advisory and administrative services. August 18, 2022. 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 December 31, 2022 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements. March 2020, No. 2020 04, 848 2020 04” January 2021, No. 2021 01, 848 2021 01” 2020 04 2021 01 September 2022. no |
Note 3 - Leases (Tables)
Note 3 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Lessor, Operating Lease, Payment to be Received, Maturity [Table Text Block] | Years Ended December 31, Minimum Future Rents (1) 2023 (remaining) $ 72,459 2024 86,345 2025 69,783 2026 54,657 2027 42,932 Thereafter 127,363 Total $ 453,539 |
Lessee, Lease, Liability, Maturity [Table Text Block] | Years Ended December 31, Operating Leases Finance Lease 2023 (remaining) $ 45 $ 45 2024 43 61 2025 28 63 2026 1 64 2027 — 65 Thereafter — 2,773 Total undiscounted rental payments 117 3,071 Less imputed interest 6 2,338 Total lease liabilities $ 111 $ 733 |
Note 4 - Accrued Rents and Ac_2
Note 4 - Accrued Rents and Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | March 31, 2023 December 31, 2022 Tenant receivables $ 17,163 $ 16,828 Accrued rents and other recoveries 23,149 22,103 Allowance for doubtful accounts (14,005 ) (13,822 ) Other receivables 585 461 Total $ 26,892 $ 25,570 |
Note 5 - Unamortized Lease Co_2
Note 5 - Unamortized Lease Commissions, Legal Fees and Loan Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | March 31, 2023 December 31, 2022 Leasing commissions $ 16,397 $ 16,364 Deferred legal cost 362 364 Deferred financing cost 4,149 4,149 Total cost 20,908 20,877 Less: leasing commissions accumulated amortization (7,736 ) (7,649 ) Less: deferred legal cost accumulated amortization (267 ) (263 ) Less: deferred financing cost accumulated amortization (493 ) (268 ) Total cost, net of accumulated amortization $ 12,412 $ 12,697 |
Note 6 - Investment in Real E_2
Note 6 - Investment in Real Estate Partnership (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Equity Method Investments [Table Text Block] | Company’s Investment as of March 31, 2023 December 31, 2022 Real estate partnership Ownership Interest Pillarstone OP 81.4% $ 34,608 $ 34,826 Total real estate partnership(1)(2)(3) $ 34,608 $ 34,826 |
Real Estate Investment Financial Statements, Disclosure [Table Text Block] | Three Months Ended March 31, 2023 2022 Pillarstone OP $ (218 ) $ 280 March 31, 2023 December 31, 2022 Assets: Real estate, net $ 47,574 $ 47,727 Other assets 9,680 9,680 Total assets (1) 57,254 57,407 Liabilities and equity: Notes payable 14,535 14,616 Other liabilities 3,782 3,782 Equity 38,937 39,009 Total liabilities and equity (2) 57,254 57,407 Company’s share of equity 31,714 31,773 Cost of investment in excess of the Company’s share of underlying net book value 2,894 3,053 Carrying value of investment in real estate partnership (3) $ 34,608 $ 34,826 Three Months Ended March 31, 2023 2022 Revenues $ 2,003 $ 2,326 Operating expenses (2,032 ) (1,605 ) Other expenses (206 ) (344 ) Net income (loss) (1) $ (235 ) $ 377 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Description March 31, 2023 December 31, 2022 Fixed rate notes $ 265.0 3.18 1.45 2.10 January 31, 2028 (1) $ 265,000 $ 265,000 $ 80.0 3.72 June 1, 2027 80,000 80,000 $ 19.0 4.15 December 1, 2024 17,925 18,016 $ 20.2 4.28 June 6, 2023 17,262 17,375 $ 14.0 4.34 September 11, 2024 12,638 12,709 $ 14.3 4.34 September 11, 2024 13,453 13,520 $ 15.1 4.99 January 6, 2024 13,563 13,635 $ 2.6 5.46 October 1, 2023 2,222 2,236 $ 50.0 5.09 March 22, 2029 42,857 50,000 $ 50.0 5.17 March 22, 2029 50,000 50,000 $ 3.0 6.78 December 28, 2023 3,002 — $ 50.0 3.71 1.50 2.10 September 16, 2026 50,000 — Floating rate notes Unsecured line of credit, SOFR plus 1.50 2.10 September 16, 2026 63,000 103,500 Total notes payable principal 630,922 625,991 Less deferred financing costs, net of accumulated amortization (513 ) (564 ) Total notes payable $ 630,409 $ 625,427 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year Amount Due 2023 (remaining) $ 23,634 2024 63,573 2025 17,143 2026 130,143 2027 97,143 Thereafter 299,286 Total $ 630,922 |
Note 8 - Derivatives and Hedg_2
Note 8 - Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Interest Rate Derivatives [Table Text Block] | March 31, 2023 Balance Sheet Location Estimated Fair Value Prepaid expenses and other assets $ 3,291 Accounts payable and accrued expenses $ (1,813 ) December 31, 2022 Balance Sheet Location Estimated Fair Value Prepaid expenses and other assets $ 6,065 |
Derivative Instruments, Gain (Loss) [Table Text Block] | Amount Recognized as Comprehensive Income (Loss) Location of Income (Loss) Recognized in Earnings Amount of Income (Loss) Recognized in Earnings (1) Three Months Ended March 31, 2023 $ (4,587 ) Interest expense $ 1,203 Three Months Ended March 31, 2022 $ 5,986 Interest expense $ (1,331 ) |
Note 9 - Earnings Per Share (Ta
Note 9 - Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, (in thousands, except per share data) 2023 2022 Numerator: Net Income $ 3,901 $ 7,189 Less: Net income attributable to noncontrolling interests (54 ) (111 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 3,847 $ 7,078 Denominator: Weighted average number of common shares - basic 49,424 49,145 Effect of dilutive securities: Unvested restricted shares 736 1,161 Weighted average number of common shares - dilutive 50,160 50,306 Earnings Per Share: Basic: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.08 $ 0.14 Diluted: Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 0.08 $ 0.14 |
Note 11 - Equity (Tables)
Note 11 - Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Distributions Made to Limited Partner, by Distribution [Table Text Block] | Common Shares Noncontrolling OP Unit Holders Total Quarter Paid Distributions Per Common Share Amount Paid Distributions Per OP Unit Amount Paid Amount Paid 2023 First Quarter $ 0.1200 $ 5,913 $ 0.1200 $ 83 $ 5,996 Total $ 0.1200 $ 5,913 $ 0.1200 $ 83 $ 5,996 2022 Fourth Quarter $ 0.1200 $ 5,909 $ 0.1200 $ 83 $ 5,992 Third Quarter 0.1200 5,901 0.1200 88 5,989 Second Quarter 0.1200 5,880 0.1200 92 5,972 First Quarter 0.1075 5,268 0.1075 83 5,351 Total $ 0.4675 $ 22,958 $ 0.4675 $ 346 $ 23,304 |
Note 12 - Incentive Share Plan
Note 12 - Incentive Share Plan (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Nonvested Share Activity [Table Text Block] | Weighted Average Grant Date Shares Fair Value Non-vested at January 1, 2023 1,220,945 $ 10.03 Granted — — Vested — — Forfeited (15,068 ) 9.76 Non-vested at March 31, 2023 1,205,877 10.03 Available for grant at March 31, 2023 1,761,967 |
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option [Table Text Block] | Shares Granted Shares Vested Non-Vested Shares Issued Weighted Average Grant-Date Fair Value Vested Shares Total Vest-Date Fair Value (in thousands) Three Months Ended March 31, 2023 — $ — — $ — Year Ended December 31, 2022 360,334 $ 11.61 (519,003 ) $ 3,442 Year Ended December 31, 2021 904,215 $ 5.99 (1,024,808 ) $ 9,757 |
Note 16 - Related Party Trans_2
Note 16 - Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Three Months Ended March 31, Location of Revenue (Expense) 2023 2022 Rent Operating and maintenance $ (15 ) $ (192 ) Property management fee income Management, transaction, and other fees $ — $ 140 |
Note 1 - Interim Financial St_2
Note 1 - Interim Financial Statements (Details Textual) ft² in Millions | 3 Months Ended |
Mar. 31, 2023 ft² | |
Reorganization and Conversion, Number of Common Shares | 1.42857 |
Pillarstone OP [Member] | |
Equity Method Investment, Ownership Percentage | 81.40% |
Lake Woodlands Crossing [Member] | |
Number of Real Estate Properties | 1 |
Area of Real Estate Property (Square Foot) | 0.1 |
Wholly Owned Properties [Member] | |
Number of Real Estate Properties | 57 |
Wholly Owned Properties [Member] | Community Centered Properties [Member] | |
Number of Real Estate Properties | 51 |
Wholly Owned Properties [Member] | Parcels Held for Future Development [Member] | |
Asset Acquisition, Number of Properties Acquired During Period | 5 |
Unconsolidated Properties [Member] | Pillarstone OP [Member] | |
Number of Real Estate Properties | 8 |
Area of Real Estate Property (Square Foot) | 0.9 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | |||
Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2015 USD ($) | |
Conversion Ratio for Class Common Stock to OP Unit (in dollars per share) | $ / shares | $ 1 | |||
Real Estate Inventory, Capitalized Interest Costs Incurred | $ 134,000 | $ 99,000 | ||
Real Estate Taxes, Capitalized | 73,000 | 75,000 | ||
Share-Based Payment Arrangement, Expense | 829,000 | (1,329,000) | ||
Reversal of Share-based Compensation Expense for Forfeitures | 2.2 | |||
Accounts Receivable, Allowance for Credit Loss | 14,005,000 | $ 13,822,000 | ||
Net Investment in Lease, Credit Loss Expense (Reversal) | $ 324,000 | $ 373,000 | ||
Accounts Receivable, Credit Loss Expense (Reversal), Number of Tenants, COVID-19 | 71 | 77 | ||
Straight Line Rent Adjustments, COVID-19 | $ 200,000 | $ 400,000 | ||
Accounts Receivable, Credit Loss Expense (Reversal), COVID-19 | $ 200,000 | $ 200,000 | ||
Anthem Marketplace Note [Member] | ||||
Debt Instrument, Face Amount | $ 15,100,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.99% |
Note 3 - Leases (Details Textua
Note 3 - Leases (Details Textual) | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Operating Lease, Cost | $ 33,000 | $ 229,000 |
Finance Lease, Right-of-Use Asset, Amortization | $ 29,000 | $ 0 |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 2 years 4 months 24 days | |
Finance Lease, Weighted Average Remaining Lease Term (Year) | 99 years | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.50% | |
Finance Lease, Weighted Average Discount Rate, Percent | 6% | |
Ground Lease [Member] | ||
Number of Ground Leases | 1 | |
Lessee, Finance Lease, Term of Contract (Year) | 99 years | |
Minimum [Member] | Office Space, Automobile, and Office Machine [Member] | ||
Lessee, Operating Lease, Remaining Lease Term (Year) | 1 year | |
Maximum [Member] | Office Space, Automobile, and Office Machine [Member] | ||
Lessee, Operating Lease, Remaining Lease Term (Year) | 3 years |
Note 3 - Leases - Summary of Mi
Note 3 - Leases - Summary of Minimum Future Rents to be Received (Details) $ in Thousands | Mar. 31, 2023 USD ($) | |
2023 (remaining) | $ 72,459 | |
2024 | 86,345 | [1] |
2025 | 69,783 | [1] |
2026 | 54,657 | [1] |
2027 | 42,932 | [1] |
Thereafter | 127,363 | [1] |
Total | $ 453,539 | [1] |
[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. |
Note 3 - Leases - Summary of Fu
Note 3 - Leases - Summary of Future Minimum Rental Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
2023 (remaining), operating leases | $ 45 | |
2024, operating leases | 43 | |
2024, finance lease | 61 | |
2025, operating leases | 28 | |
2025, finance lease | 63 | |
2026, operating leases | 1 | |
2026, finance lease | 64 | |
2027, operating leases | 0 | |
2027, finance lease | 65 | |
Thereafter, operating leases | 0 | |
Thereafter, finance lease | 2,773 | |
Total undiscounted rental payments, operating leases | 117 | |
Total undiscounted rental payments, finance lease | 3,071 | |
Less imputed interest, operating leases | 6 | |
Less imputed interest, finance lease | 2,338 | |
Total lease liabilities, operating leases | 111 | |
Total lease liabilities, finance lease | $ 733 | $ 735 |
Note 4 - Accrued Rents and Ac_3
Note 4 - Accrued Rents and Accounts Receivable, Net - Schedule of Accrued Rents and Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Tenant receivables | $ 17,163 | $ 16,828 |
Accrued rents and other recoveries | 23,149 | 22,103 |
Allowance for doubtful accounts | (14,005) | (13,822) |
Other receivables | 585 | 461 |
Total | $ 26,892 | $ 25,570 |
Note 5 - Unamortized Lease Co_3
Note 5 - Unamortized Lease Commissions, Legal Fees and Loan Costs - Deferred Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leasing commissions | $ 16,397 | $ 16,364 |
Deferred legal cost | 362 | 364 |
Deferred financing cost | 4,149 | 4,149 |
Total cost | 20,908 | 20,877 |
Less: leasing commissions accumulated amortization | (7,736) | (7,649) |
Less: deferred legal cost accumulated amortization | (267) | (263) |
Less: deferred financing cost accumulated amortization | (493) | (268) |
Total cost, net of accumulated amortization | $ 12,412 | $ 12,697 |
Note 6 - Investment in Real E_3
Note 6 - Investment in Real Estate Partnership (Details Textual) | 3 Months Ended | 24 Months Ended | ||||
Mar. 31, 2023 USD ($) ft² a | Mar. 31, 2022 USD ($) | Dec. 08, 2018 USD ($) | Dec. 31, 2022 ft² | Dec. 26, 2021 $ / shares | Dec. 08, 2016 | |
Equity Method Investment, Difference Between Carrying Amount And Underlying Equity, Amortization | $ 27,000 | $ 27,000 | ||||
Performance Guarantee [Member] | ||||||
Guarantees, Fair Value Disclosure | $ 462,000 | |||||
Guarantee Liability, Amortization Period (Year) | 7 years | |||||
Amortization of Guarantee Liability | $ 9,000 | $ 9,000 | ||||
Pillarstone OP [Member] | ||||||
Common Stock Rights Agreement, Preferred Purchase Rights Issued Per Share (in dollars per share) | $ / shares | $ 1 | |||||
Preferred Share Purchase Rights, Exercisable, Percentage of Common Share by Certain Holders | 5% | |||||
Common Stock Rights Agreement, Purchase Price Multiplier | 2 | |||||
Pillarstone OP [Member] | Series D Preferred Stock [Member] | ||||||
Preferred Share Purchase Rights, Conversion Ratio to Preferred Share | 0.001 | |||||
Common Stock Rights Agreement, Purchase Price Per Unit (in dollars per share) | $ / shares | $ 7 | |||||
Unconsolidated Properties [Member] | Pillarstone OP [Member] | ||||||
Number of Real Estate Properties | 8 | |||||
Area of Real Estate Property (Square Foot) | ft² | 900,000 | |||||
Uptown Tower [Member] | ||||||
Property Management Fee Revenue | $ 144,000 | |||||
Pillarstone Capital REIT and Pillarstone Capital REIT Operating Partnership, L.P. vs Company and Certain Subsidiaries and Certain Executives [Member] | Unconsolidated Properties [Member] | ||||||
Number of Real Estate Properties | 8 | 8 | ||||
Area of Real Estate Property (Square Foot) | 926,798 | 926,798 | ||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||
Number of Non-core Properties Contributed to Variable Interest Entity | 14 | |||||
Variable Interest Entity, Consideration, Amount | $ 84,000,000 | |||||
Variable Interest Entity, Consideration, Limited Partnership Interest | 18,100,000 | |||||
Variable Interest Entity, Consideration, Liabilities Assumed | $ 65,900,000 |
Note 6 - Investment in Real E_4
Note 6 - Investment in Real Estate Partnership - Real Estate Partnership Investment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Pillarstone OP | [1],[2],[3] | $ 34,608 | $ 34,826 |
Pillarstone OP [Member] | |||
Pillarstone OP | 81.40% | ||
Pillarstone OP | [3] | $ 34,608 | $ 34,826 |
[1]On December 26, 2021, the Board of Trustees of Pillarstone REIT adopted a new rights agreement (the “Pillarstone Rights Agreement”), pursuant to which each holder of Pillarstone REIT common stock received one preferred share purchase right (a “Right”) per common share held as of the applicable record date. Each Right entitles the registered holder to purchase from Pillarstone REIT one one-thousandth (a “Unit”) of a series D preferred share of Pillarstone at a purchase price (“Purchase Price”) of $7.00 per Unit, subject to adjustment. The Rights are exercisable upon the occurrence of certain events as described in the Pillarstone Rights Agreement, including the acquisition by certain holders of 5% or more of the common shares of Pillarstone REIT (an “Acquiring Person”). Upon the acquisition of Pillarstone REIT common shares by an Acquiring Person, each holder of a Right (other than an Acquiring Person), will have the right to receive upon exercise a number of Pillarstone REIT common shares having a market value of two times the Purchase Price.As set forth in the Amended and Restated Limited Partnership Agreement of Pillarstone OP, dated as of December 8, 2016 (the “Pillarstone Partnership Agreement”), we have the contractual right to have our limited partnership interests in Pillarstone redeemed at our discretion. However, upon receipt of a redemption notice, Pillarstone OP has the option of the applicable redemption price in cash, based on the market value of Pillarstone REIT common shares, or in Pillarstone REIT common shares. To the extent we seek to have our partnership units in Pillarstone OP redeemed and Pillarstone OP elects to pay the applicable redemption price in Pillarstone REIT common shares (and such shares represent 5% or more of the outstanding common shares of Pillarstone REIT), the Rights could become exercisable. To the extent the Rights are exercised as a result of our Pillarstone OP units being redeemed for Pillarstone REIT common shares, our ownership interest in Pillarstone REIT would be significantly diluted, which could adversely impact the value of our investment in Pillarstone OP. Because the Pillarstone Rights Agreement seeks to prevent Whitestone OP from exercising its contractual Redemption Right, on July 12, 2022, Whitestone OP filed suit against Pillarstone REIT in the Court of Chancery of the State of Delaware challenging the Pillarstone Rights Agreement due to Pillarstone REIT’s breach of the Pillarstone OP partnership agreement, breach of its fiduciary duty as general partner of Pillarstone OP to Whitestone OP, and breach of the implied covenant of good faith and fair dealing under the Pillarstone OP partnership agreement. The lawsuit seeks rescission and voiding of the Pillarstone Rights Agreement; a declaration that the Pillarstone Rights Agreement is unenforceable, invalid, and of no force and effect; an order permanently enjoining enforcement of the Pillarstone Rights Agreement; an award of monetary damages; and broad restrictions on Pillarstone REIT’s ability to conduct its business, including buying properties, enforcing the Rights Agreement, incurring expenses, or engaging in transactions. On September 8, 2022, the Company’s Motion to Preserve the Status Quo was granted by the Court, limiting Pillarstone from engaging in any acts outside the ordinary course of business and otherwise imposing restrictions on Pillarstone to ensure that Whitestone’s right of redemption right is not impaired while the underlying dispute is being considered by the Court.While we do not believe the overall impact of the Pillarstone Rights Agreement on the carrying value of our investment in Pillarstone OP is material, we cannot reasonably estimate a range of possible loss at this time.[2]Representing eight property interests and 926,798 square feet of GLA, as of March 31, 2023 and December 31, 2022.[3]We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 have not been made available to us, we have estimated the value of the investment based on the information available to us at the time of this report. |
Note 6 - Investment in Real E_5
Note 6 - Investment in Real Estate Partnership - Net Income from Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Real estate, net | $ 986,966 | $ 990,755 | ||
Total assets(1) | 1,093,893 | 1,102,767 | ||
Notes payable | 630,409 | 625,427 | ||
Equity | 412,613 | 418,448 | ||
Total liabilities and equity(2) | 1,093,893 | 1,102,767 | ||
Carrying value of investment in real estate partnership(3) | [1],[2],[3] | 34,608 | 34,826 | |
Revenues | 35,851 | $ 34,123 | ||
Operating expenses | 23,724 | 21,051 | ||
Other expenses | (7,889) | (6,062) | ||
Net income (loss)(1) | 3,847 | 7,078 | ||
Pillarstone OP [Member] | ||||
Pillarstone OP | (218) | 280 | ||
Company’s share of equity | 31,714 | 31,773 | ||
Cost of investment in excess of the Company’s share of underlying net book value | 2,894 | 3,053 | ||
Carrying value of investment in real estate partnership(3) | [3] | 34,608 | 34,826 | |
Pillarstone OP [Member] | ||||
Real estate, net | 47,574 | 47,727 | ||
Other assets | 9,680 | 9,680 | ||
Total assets(1) | [4] | 57,254 | 57,407 | |
Notes payable | 14,535 | 14,616 | ||
Other liabilities | 3,782 | 3,782 | ||
Equity | 38,937 | 39,009 | ||
Total liabilities and equity(2) | [5] | 57,254 | $ 57,407 | |
Revenues | 2,003 | 2,326 | ||
Operating expenses | (2,032) | (1,605) | ||
Other expenses | (206) | (344) | ||
Net income (loss)(1) | [6] | $ (235) | $ 377 | |
[1]On December 26, 2021, the Board of Trustees of Pillarstone REIT adopted a new rights agreement (the “Pillarstone Rights Agreement”), pursuant to which each holder of Pillarstone REIT common stock received one preferred share purchase right (a “Right”) per common share held as of the applicable record date. Each Right entitles the registered holder to purchase from Pillarstone REIT one one-thousandth (a “Unit”) of a series D preferred share of Pillarstone at a purchase price (“Purchase Price”) of $7.00 per Unit, subject to adjustment. The Rights are exercisable upon the occurrence of certain events as described in the Pillarstone Rights Agreement, including the acquisition by certain holders of 5% or more of the common shares of Pillarstone REIT (an “Acquiring Person”). Upon the acquisition of Pillarstone REIT common shares by an Acquiring Person, each holder of a Right (other than an Acquiring Person), will have the right to receive upon exercise a number of Pillarstone REIT common shares having a market value of two times the Purchase Price.As set forth in the Amended and Restated Limited Partnership Agreement of Pillarstone OP, dated as of December 8, 2016 (the “Pillarstone Partnership Agreement”), we have the contractual right to have our limited partnership interests in Pillarstone redeemed at our discretion. However, upon receipt of a redemption notice, Pillarstone OP has the option of the applicable redemption price in cash, based on the market value of Pillarstone REIT common shares, or in Pillarstone REIT common shares. To the extent we seek to have our partnership units in Pillarstone OP redeemed and Pillarstone OP elects to pay the applicable redemption price in Pillarstone REIT common shares (and such shares represent 5% or more of the outstanding common shares of Pillarstone REIT), the Rights could become exercisable. To the extent the Rights are exercised as a result of our Pillarstone OP units being redeemed for Pillarstone REIT common shares, our ownership interest in Pillarstone REIT would be significantly diluted, which could adversely impact the value of our investment in Pillarstone OP. Because the Pillarstone Rights Agreement seeks to prevent Whitestone OP from exercising its contractual Redemption Right, on July 12, 2022, Whitestone OP filed suit against Pillarstone REIT in the Court of Chancery of the State of Delaware challenging the Pillarstone Rights Agreement due to Pillarstone REIT’s breach of the Pillarstone OP partnership agreement, breach of its fiduciary duty as general partner of Pillarstone OP to Whitestone OP, and breach of the implied covenant of good faith and fair dealing under the Pillarstone OP partnership agreement. The lawsuit seeks rescission and voiding of the Pillarstone Rights Agreement; a declaration that the Pillarstone Rights Agreement is unenforceable, invalid, and of no force and effect; an order permanently enjoining enforcement of the Pillarstone Rights Agreement; an award of monetary damages; and broad restrictions on Pillarstone REIT’s ability to conduct its business, including buying properties, enforcing the Rights Agreement, incurring expenses, or engaging in transactions. On September 8, 2022, the Company’s Motion to Preserve the Status Quo was granted by the Court, limiting Pillarstone from engaging in any acts outside the ordinary course of business and otherwise imposing restrictions on Pillarstone to ensure that Whitestone’s right of redemption right is not impaired while the underlying dispute is being considered by the Court.While we do not believe the overall impact of the Pillarstone Rights Agreement on the carrying value of our investment in Pillarstone OP is material, we cannot reasonably estimate a range of possible loss at this time.[2]Representing eight property interests and 926,798 square feet of GLA, as of March 31, 2023 and December 31, 2022.[3]We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 have not been made available to us, we have estimated the value of the investment based on the information available to us at the time of this report.[4]We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 have not been made available to us, we have estimated total assets and its components based on the information available to us at the time of this report.[5]We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 have not been made available to us, we have estimated total liabilities and equity and its components based on the information available to us at the time of this report.[6]We rely on reporting provided to us by Pillarstone OP's general partner for financial information regarding the Company's investment in Pillarstone OP. Because Pillarstone OP financial statements as of March 31, 2023 have not been made available to us, we have estimated net income (loss) and its components based on the information available to us at the time of this report. Please refer to Note 6 for the full disclosure. |
Note 7 - Debt (Details Textual)
Note 7 - Debt (Details Textual) | 3 Months Ended | 10 Months Ended | 12 Months Ended | 15 Months Ended | 48 Months Ended | ||
Sep. 16, 2022 USD ($) | Mar. 22, 2019 USD ($) | Mar. 31, 2023 USD ($) | Oct. 28, 2022 | Dec. 31, 2022 USD ($) | Jan. 31, 2024 | Jan. 31, 2028 | |
Secured Debt | $ 157,100,000 | ||||||
Asset Pledged as Collateral [Member] | Secured Debt [Member] | |||||||
Number of Real Estate Properties | 7 | ||||||
Real Estate Investments, Net | $ 242,300,000 | ||||||
The 265 Million Note Due January 31, 2028 [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.18% | 2.16% | 3.18% | ||||
Debt Instrument, Face Amount | $ 265,000,000 | $ 265,000,000 | |||||
The 265 Million Note Due January 31, 2028 [Member] | Forecast [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.76% | 3.32% | |||||
The $50 Million Debt Facility Maturing September 16, 2026 [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.71% | ||||||
The Series A and Series B Notes [Member] | |||||||
Debt Instrument, Face Amount | $ 100,000,000 | ||||||
Debt Instrument, Minimum Partial Prepayment | $ 1,000,000 | ||||||
Debt Instrument, Redemption Price, Percentage | 100% | ||||||
Debt Instrument, Covenant, Maximum Total Indebtedness to Total Asset Value Ratio | 0.60 | ||||||
Debt Instrument, Covenant, Maximum Secured Debt to Total Asset Value Ratio | 0.40 | ||||||
Debt Instrument, Covenant, Minimum EBITDA to Fixed Charges Ratio | 1.50 | ||||||
Debt Instrument, Covenant, Maximum Secured Recourse Debt to Total Asset Value | 0.15 | ||||||
Debt Instrument, Covenant, Tangible Net Worth Threshold Before Percentage of Aggregate Net Proceeds, Percent | 75% | ||||||
Debt Instrument, Covenant, Tangible Net Worth, Percentage of Aggregate Net Proceeds, Minimum | 75% | ||||||
Debt Instrument, Covenant, Minimum Adjusted Property NOI To Implied Unencumbered Debt Service Ratio | 150% | ||||||
Debt Instrument, Covenant, Maximum Unsecured Debt to Unencumbered Assets | 0.60 | ||||||
The Series A Notes [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.09% | ||||||
Debt Instrument, Face Amount | $ 50,000,000 | ||||||
Debt Instrument, Annual Principal Payment | $ 7,100,000 | ||||||
The Series B Notes [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.17% | ||||||
Debt Instrument, Face Amount | $ 50,000,000 | ||||||
Debt Instrument, Annual Principal Payment | $ 10,000,000 | ||||||
The 2022 Facility [Member] | |||||||
Debt Instrument, Covenant, Maximum Total Indebtedness to Total Asset Value Ratio | 0.60 | ||||||
Debt Instrument, Covenant, Maximum Secured Debt to Total Asset Value Ratio | 0.40 | ||||||
Debt Instrument, Covenant, Minimum EBITDA to Fixed Charges Ratio | 1.50 | ||||||
Debt Instrument, Covenant, Tangible Net Worth, Percentage of Aggregate Net Proceeds, Minimum | 75% | ||||||
Debt Instrument, Basis Point Credit Spread Adjustment | 2.10% | 2.10% | |||||
Debt Instrument, Applicable Margin Adjustment per Annum | 0.02% | ||||||
Debt Instrument, Covenant, Maximum Other Recourse Debt to Total Asset Value Ratio | 0.15 | ||||||
Debt Instrument, Covenant, Tangible Net Worth Threshold Before Percentage of Aggregate Net Proceeds, Amount | $ 449,000,000 | ||||||
The 2022 Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 1.50% | |||||
The 2022 Facility [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||
The 2022 Facility [Member] | Adjusted Term SOFR for One Month Tenor in Effect [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.10% | ||||||
The 2022 Facility [Member] | Adjusted Term SOFR for 2 Business Days Prior [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | ||||||
The 2022 Facility [Member] | Term Loans [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.16% | ||||||
Debt Instrument, Face Amount | $ 265,000,000 | ||||||
The 2022 Facility [Member] | Term Loans [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.55% | ||||||
The 2022 Facility [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.32% | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 250,000,000 | ||||||
Debt Instrument, Basis Point Credit Spread Adjustment | 0.10% | ||||||
Line of Credit Facility, Accordion Feature, Increase Limit | $ 200,000,000 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 136,900,000 | ||||||
Long-Term Line of Credit | 378,000,000 | ||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 136,900,000 | ||||||
The 2022 Facility [Member] | Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.60% | ||||||
The 2022 Facility [Member] | Forecast [Member] | Term Loans [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.80% | 3.42% | |||||
The 2022 Facility [Member] | Forecast [Member] | Term Loans [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.55% | 1.55% | |||||
The 2019 Facility [Member] | |||||||
Repayments of Long-Term Debt, Total | $ 379,500,000 |
Note 7 - Debt - Schedule of Deb
Note 7 - Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Notes payable principal | $ 630,922 | $ 625,991 | |
Less deferred financing costs, net of accumulated amortization | (513) | (564) | |
Notes Payable [Member] | |||
Total notes payable | 630,409 | 625,427 | |
The 265 Million Note Due January 31, 2028 [Member] | |||
Notes payable principal | [1] | 265,000 | 265,000 |
The 80 Million Note Due June 1, 2027 [Member] | |||
Notes payable principal | 80,000 | 80,000 | |
The 19 Million Note Due December 1, 2024 [Member] | |||
Notes payable principal | 17,925 | 18,016 | |
The 20.2 Million Note Due June 6, 2023 [Member] | |||
Notes payable principal | 17,262 | 17,375 | |
The 14 Million Note Due September 11, 2024 [Member] | |||
Notes payable principal | 12,638 | 12,709 | |
The 14.3 Million Note Due September 11, 2024 [Member] | |||
Notes payable principal | 13,453 | 13,520 | |
The 15.1 Million Note Due January 6, 2024 [Member] | |||
Notes payable principal | 13,563 | 13,635 | |
The 2.6 Million Note Due October 1, 2023 [Member] | |||
Notes payable principal | 2,222 | 2,236 | |
The $50 Million Notes Due March 22, 2029 [Member] | |||
Notes payable principal | 42,857 | 50,000 | |
The Second $50 Million Note Due March 22, 2029 [Member] | |||
Notes payable principal | 50,000 | 50,000 | |
The $3 Million Note Due December 28, 2023 [Member] | |||
Notes payable principal | 3,002 | 0 | |
The $50 Million Note Due September 16, 2026 [Member] | |||
Notes payable principal | [2] | 50,000 | 0 |
The 2022 Facility [Member] | |||
Notes payable principal | $ 63,000 | $ 103,500 | |
[1]Promissory note includes an interest rate swap that fixes the SOFR portion of the term loan at an interest rate of 2.16% through October 28, 2022, 2.76% from October 29, 2022 through January 31, 2024, and 3.32% beginning February 1, 2024 through January 31, 2028.[2]A portion of the unsecured line of credit includes an interest rate swap to fix the SOFR portion of the loan at 3.71%. |
Note 7 - Debt - Schedule of D_2
Note 7 - Debt - Schedule of Debt (Details) (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | |
The 265 Million Note Due January 31, 2028 [Member] | |||
Face amount | $ 265 | $ 265 | |
Interest rate, stated | 3.18% | 3.18% | 2.16% |
Maturity date | Jan. 31, 2028 | Jan. 31, 2028 | |
The 265 Million Note Due January 31, 2028 [Member] | Minimum [Member] | |||
Interest rate, variable | 1.45% | 1.45% | |
The 265 Million Note Due January 31, 2028 [Member] | Maximum [Member] | |||
Interest rate, variable | 2.10% | 2.10% | |
The 80 Million Note Due June 1, 2027 [Member] | |||
Face amount | $ 80 | $ 80 | |
Interest rate, stated | 3.72% | 3.72% | |
Maturity date | Jun. 01, 2027 | Jun. 01, 2027 | |
The 19 Million Note Due December 1, 2024 [Member] | |||
Face amount | $ 19 | $ 19 | |
Interest rate, stated | 4.15% | 4.15% | |
Maturity date | Dec. 01, 2024 | Dec. 01, 2024 | |
The 20.2 Million Note Due June 6, 2023 [Member] | |||
Face amount | $ 20.2 | $ 20.2 | |
Interest rate, stated | 4.28% | 4.28% | |
Maturity date | Jun. 06, 2023 | Jun. 06, 2023 | |
The 14 Million Note Due September 11, 2024 [Member] | |||
Face amount | $ 14 | $ 14 | |
Interest rate, stated | 4.34% | 4.34% | |
Maturity date | Sep. 11, 2024 | Sep. 11, 2024 | |
The 14.3 Million Note Due September 11, 2024 [Member] | |||
Face amount | $ 14.3 | $ 14.3 | |
Interest rate, stated | 4.34% | 4.34% | |
Maturity date | Sep. 11, 2024 | Sep. 11, 2024 | |
The 15.1 Million Note Due January 6, 2024 [Member] | |||
Face amount | $ 15.1 | $ 15.1 | |
Interest rate, stated | 4.99% | 4.99% | |
Maturity date | Jan. 06, 2024 | Jan. 06, 2024 | |
The 2.6 Million Note Due October 1, 2023 [Member] | |||
Face amount | $ 2.6 | $ 2.6 | |
Interest rate, stated | 5.46% | 5.46% | |
Maturity date | Oct. 01, 2023 | Oct. 01, 2023 | |
The $50 Million Notes Due March 22, 2029 [Member] | |||
Face amount | $ 50 | $ 50 | |
Interest rate, stated | 5.09% | 5.09% | |
Maturity date | Mar. 22, 2029 | Mar. 22, 2029 | |
The Second $50 Million Note Due March 22, 2029 [Member] | |||
Face amount | $ 50 | $ 50 | |
Interest rate, stated | 5.17% | 5.17% | |
Maturity date | Mar. 22, 2029 | Mar. 22, 2029 | |
The $3 Million Note Due December 28, 2023 [Member] | |||
Face amount | $ 3 | ||
Interest rate, stated | 6.78% | ||
Maturity date | Dec. 28, 2023 | ||
The $50 Million Note Due September 16, 2026 [Member] | |||
Face amount | $ 50 | ||
Interest rate, stated | 3.71% | ||
Maturity date | Sep. 16, 2026 | ||
The $50 Million Note Due September 16, 2026 [Member] | Minimum [Member] | |||
Interest rate, variable | 1.50% | ||
The $50 Million Note Due September 16, 2026 [Member] | Maximum [Member] | |||
Interest rate, variable | 2.10% | ||
The 2022 Facility [Member] | |||
Maturity date | Sep. 16, 2026 | Sep. 16, 2026 | |
Basis Point Credit Spread Adjustment | 2.10% | 2.10% | |
The 2022 Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||
Interest rate, variable | 1.50% | 1.50% |
Note 7 - Debt - Scheduled Matur
Note 7 - Debt - Scheduled Maturities of Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
2023 (remaining) | $ 23,634 | |
2024 | 63,573 | |
2025 | 17,143 | |
2026 | 130,143 | |
2027 | 97,143 | |
Thereafter | 299,286 | |
Total | $ 630,922 | $ 625,991 |
Note 8 - Derivatives and Hedg_3
Note 8 - Derivatives and Hedging Activities (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 31, 2028 | Sep. 16, 2022 | Sep. 07, 2022 | Jan. 31, 2019 | Dec. 31, 2015 | Nov. 19, 2015 | |
Bank of Montreal [Member] | Term Loans [Member] | The 2018 Facility [Member] | ||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||
Interest Rate Swap [Member] | ||||||||
Derivative, Notional Amount | $ 50,000 | |||||||
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net, Total | $ 0 | $ 0 | ||||||
Interest Rate Swap [Member] | U.S. Bank, National Association [Member] | Bank of Montreal [Member] | ||||||||
Derivative, Notional Amount | $ 35,000 | |||||||
Interest Rate Swap [Member] | SunTrust Bank [Member] | Bank of Montreal [Member] | ||||||||
Derivative, Notional Amount | $ 15,000 | |||||||
Interest Rate Swap [Member] | Bank of Montreal [Member] | ||||||||
Derivative, Notional Amount | $ 100,000 | |||||||
Derivative, Fixed Interest Rate | 1.73% | |||||||
Interest Rate Swap [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||
Derivative, Variable Interest Rate | 3.71% | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||||||
Derivative, Notional Amount | $ 100,000 | |||||||
Derivative, Fixed Interest Rate | 3.32% | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | U.S. Bank, National Association [Member] | ||||||||
Derivative, Notional Amount | $ 20,700 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Truist Bank [Member] | ||||||||
Derivative, Notional Amount | 25,400 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Capital One, National Association [Member] | ||||||||
Derivative, Notional Amount | 20,700 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Associated Bank [Member] | ||||||||
Derivative, Notional Amount | $ 5,900 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Forecast [Member] | ||||||||
Derivative, Notional Amount | $ 265,000 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Forecast [Member] | U.S. Bank, National Association [Member] | ||||||||
Derivative, Notional Amount | 54,800 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Forecast [Member] | Truist Bank [Member] | ||||||||
Derivative, Notional Amount | 67,200 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Forecast [Member] | Capital One, National Association [Member] | ||||||||
Derivative, Notional Amount | 54,800 | |||||||
Interest Rate Swap Three [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Forecast [Member] | Associated Bank [Member] | ||||||||
Derivative, Notional Amount | $ 15,700 | |||||||
Interest Rate Swap Two [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||||||
Derivative, Notional Amount | $ 165,000 | |||||||
Derivative, Fixed Interest Rate | 2.43% | |||||||
Interest Rate Swap Two [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | U.S. Bank, National Association [Member] | ||||||||
Derivative, Notional Amount | $ 32,600 | |||||||
Interest Rate Swap Two [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Associated Bank [Member] | ||||||||
Derivative, Notional Amount | 15,000 | |||||||
Interest Rate Swap Two [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Regions Bank [Member] | ||||||||
Derivative, Notional Amount | 29,400 | |||||||
Interest Rate Swap Two [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | SunTrust Bank [Member] | ||||||||
Derivative, Notional Amount | $ 40,000 | |||||||
Interest Rate Swap Two [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Bank of Montreal [Member] | ||||||||
Derivative, Notional Amount | $ 29,400 |
Note 8 - Derivatives and Hedg_4
Note 8 - Derivatives and Hedging Activities - Fair Value of Interest Rate Swaps (Details) - Interest Rate Swap [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets [Member] | ||
Interest rate swaps, assets | $ 3,291 | $ 6,065 |
Accounts Payable and Accrued Liabilities [Member] | ||
Interest rate swaps, liabilities | $ (1,813) |
Note 8 - Derivatives and Hedg_5
Note 8 - Derivatives and Hedging Activities - Summary of Interest Rate Swap Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Amount Recognized as Comprehensive income | $ (4,587) | $ 5,986 | |
Interest Rate Swap [Member] | |||
Amount Recognized as Comprehensive income | (4,587) | 5,986 | |
Interest Rate Swap [Member] | Interest Expense [Member] | |||
Amount of Income (Loss) Recognized in Earnings | [1] | $ 1,203 | $ (1,331) |
[1]There was no ineffective portion of our interest rate swaps to recognize in earnings for the three months ended March 31, 2023 and 2022. |
Note 9 - Earnings Per Share (De
Note 9 - Earnings Per Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OP Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 694,470 | 770,184 |
Note 9 - Earnings Per Share - C
Note 9 - Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net Income | $ 3,901 | $ 7,189 |
Less: Net income attributable to noncontrolling interests | 54 | 111 |
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 3,847 | $ 7,078 |
Weighted average number of common shares - basic (in shares) | 49,424 | 49,145 |
Unvested restricted shares (in shares) | 736 | 1,161 |
Weighted average number of common shares - dilutive (in shares) | 50,160 | 50,306 |
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.08 | $ 0.14 |
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares (in dollars per share) | $ 0.08 | $ 0.14 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Applicable Tax Rate Used to Determine State Margin Tax | 0.75% | |
Margin Tax Provision Recognized | $ 119,000 | $ 101,000 |
Note 11 - Equity (Details Textu
Note 11 - Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | May 20, 2022 | May 31, 2019 | |
Common Stock, Shares Authorized (in shares) | 400,000,000 | 400,000,000 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 | |||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |||
Issuance and Sale of Securities, Maximum | $ 500,000 | ||||
Conversion Ratio for Class Common Stock to OP Unit (in dollars per share) | $ 1 | ||||
Conversion of OP Units to Common Stock [Member] | |||||
Conversion of Stock, Shares Converted (in shares) | 11 | 612 | |||
OP Units [Member] | |||||
Units of Partnership Interest, Amount (in shares) | 49,998,202 | 49,996,356 | |||
General Partners' Capital Account, Units Outstanding (in shares) | 49,303,733 | 49,301,876 | |||
Operating Partnership [Member] | |||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 98.60% | ||||
Weighted-Average Share Ownership | 98.60% | 98.50% | |||
The 2019 Equity Distribution Agreements [Member] | |||||
Equity Distribution Agreements, Authorized Amount | $ 100,000 | ||||
Derivative, Notional Amount | $ 0 | $ 0 |
Note 11 - Equity - Cash Distrib
Note 11 - Equity - Cash Distributions Paid or Payable (Details) - Cash Distribution [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | |
Amount Paid | $ 5,996 | $ 5,992 | $ 5,989 | $ 5,972 | $ 5,351 | $ 23,304 |
Common Stock [Member] | ||||||
Distributions Per Common Share (in dollars per share) | $ 0.1200 | $ 0.1200 | $ 0.1200 | $ 0.1200 | $ 0.1075 | $ 0.4675 |
Amount Paid | $ 5,913 | $ 5,909 | $ 5,901 | $ 5,880 | $ 5,268 | $ 22,958 |
OP Units [Member] | ||||||
Distributions Per Common Share (in dollars per share) | $ 0.1200 | $ 0.1200 | $ 0.1200 | $ 0.1200 | $ 0.1075 | $ 0.4675 |
Amount Paid | $ 83 | $ 83 | $ 88 | $ 92 | $ 83 | $ 346 |
Note 12 - Incentive Share Pla_2
Note 12 - Incentive Share Plan (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2022 | Dec. 19, 2022 | Mar. 28, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Jul. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 06, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2024 | May 11, 2017 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 35,222 | 0 | 360,334 | 904,215 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 9.52 | $ 0 | $ 11.61 | $ 5.99 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 0 | 519,003 | 1,024,808 | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 829,000 | $ (1,329,000) | ||||||||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 736,000 | 1,161,000 | ||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2,800,000 | $ 1,900,000 | ||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month) | 20 months | |||||||||||||||||
Market Based Vesting TSR Units [Member] | ||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 1,800,000 | |||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month) | 21 months | |||||||||||||||||
Market Based Vesting TSR Units [Member] | Issued 2021 [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Awarded Based on Ranking | 50% | |||||||||||||||||
Market Based Vesting TSR Units [Member] | Issued 2022 [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Awarded Based on Ranking | 150% | |||||||||||||||||
Time-based Restricted Common Share Units [Member] | ||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2,000,000 | |||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month) | 27 months | |||||||||||||||||
The 2018 Plan [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 3,433,831 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 1,220,945 | 1,205,877 | 1,220,945 | |||||||||||||||
The 2018 Plan [Member] | Market Based Vesting TSR Units [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 162,556 | 433,200 | 545,000 | 17,069 | 405,417 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 13.74 | $ 4.17 | $ 5.55 | $ 8.22 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Awarded Based on Ranking | 0% | 0% | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 385,648 | |||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total (in shares) | 0 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Options to be Converted to Cash (in shares) | 111,465 | |||||||||||||||||
The 2018 Plan [Member] | Market Based Vesting TSR Units [Member] | Share-Based Payment Arrangement, Employee [Member] | Minimum [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Awarded Based on Ranking | 0% | 0% | 0% | 0% | ||||||||||||||
The 2018 Plan [Member] | Market Based Vesting TSR Units [Member] | Share-Based Payment Arrangement, Employee [Member] | Maximum [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Awarded Based on Ranking | 200% | 200% | 200% | 200% | ||||||||||||||
The 2018 Plan [Member] | Time-based Restricted Common Share Units [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 162,556 | 5,500 | 433,200 | 530,000 | 317,184 | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 5.83 | $ 9.94 | $ 9.06 | $ 7.51 | $ 11.69 | $ 10.63 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | 3 years | 3 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Awarded Based on Ranking | 0% | 0% | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 273,500 | |||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total (in shares) | 0 | |||||||||||||||||
The 2008 Plan [Member] | Performance-based Restricted Common Share Units [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 27 years | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 100% | |||||||||||||||||
The 2008 Plan [Member] | Performance-based Restricted Common Share Units [Member] | Immediate Vesting Upon Change in Control [Member] | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 965,000 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 13.05 | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 455,000 | |||||||||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 0 |
Note 12 - Incentive Share Pla_3
Note 12 - Incentive Share Plan - Summary of Share-based Incentive Plan Activity (Details) - The 2018 Plan [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Non-vested, shares (in shares) | 1,220,945 |
Non-vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 10.03 |
Granted, shares (in shares) | 0 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Vested, shares (in shares) | 0 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 0 |
Forfeited, shares (in shares) | (15,068) |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | $ 9.76 |
Non-vested, shares (in shares) | 1,205,877 |
Non-vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 10.03 |
Available for grant, shares (in shares) | 1,761,967 |
Note 12 - Incentive Share Pla_4
Note 12 - Incentive Share Plan - Summary of Non-vested and Vested Shares Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 19, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-Vested Shares Issued (in shares) | 35,222 | 0 | 360,334 | 904,215 |
Weighted Average Grant- Date Fair Value (in dollars per share) | $ 9.52 | $ 0 | $ 11.61 | $ 5.99 |
Vested Shares (in shares) | 0 | (519,003) | (1,024,808) | |
Total Vest-Date Fair Value | $ 0 | $ 3,442 | $ 9,757 |
Note 13 - Grants to Trustees (D
Note 13 - Grants to Trustees (Details Textual) | 3 Months Ended | 12 Months Ended | ||
Dec. 19, 2022 $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Number of Independent Trustees | 5 | |||
Number of Trustee Emeritus | 1 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | shares | 35,222 | 0 | 360,334 | 904,215 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 9.52 | $ 0 | $ 11.61 | $ 5.99 |
Note 15 - Real Estate (Details
Note 15 - Real Estate (Details Textual) $ in Millions | Dec. 21, 2022 USD ($) ft² | Dec. 02, 2022 USD ($) ft² |
Lake Woodlands Crossing [Member] | ||
Payments to Acquire Productive Assets, Total | $ | $ 22.5 | |
Area of Real Estate Property (Square Foot) | ft² | 60,246 | |
Asset Acquisition Percent of Property Leased | 89.30% | |
Dana Park Pad [Member] | ||
Payments to Acquire Productive Assets, Total | $ | $ 4.9 | |
Area of Real Estate Property (Square Foot) | ft² | 12,000 | |
Asset Acquisition Percent of Property Leased | 100% |
Note 16 - Related Party Trans_3
Note 16 - Related Party Transactions (Details Textual) - Beneficial Owner [Member] - Pillarstone REIT [Member] | 3 Months Ended |
Mar. 31, 2023 | |
Chief Executive Officer [Member] | |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 66.70% |
Chief Operating Officer [Member] | |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 20% |
Note 16 - Related Party Trans_4
Note 16 - Related Party Transactions - Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Rent | $ (6,086) | $ (5,725) |
Property management fee income | 354 | 315 |
Operating and Maintenance [Member] | Pillarstone OP [Member] | Rent [Member] | ||
Rent | (15) | (192) |
Management, Transaction, and Other Fees [Member] | Pillarstone OP [Member] | Property Management Fee Income [Member] | ||
Property management fee income | $ 0 | $ 140 |
Note 17 - Commitments and Con_2
Note 17 - Commitments and Contingencies (Details Textual) $ / shares in Units, $ in Millions | Sep. 16, 2022 USD ($) | Feb. 23, 2022 USD ($) | Dec. 26, 2021 $ / shares |
Pillarstone OP [Member] | |||
Common Stock Rights Agreement, Preferred Purchase Rights Issued Per Share (in dollars per share) | $ / shares | $ 1 | ||
Preferred Share Purchase Rights, Exercisable, Percentage of Common Share by Certain Holders | 5% | ||
Common Stock Rights Agreement, Purchase Price Multiplier | 2 | ||
Pillarstone OP [Member] | Series D Preferred Stock [Member] | |||
Preferred Share Purchase Rights, Conversion Ratio to Preferred Share | 0.001 | ||
Common Stock Rights Agreement, Purchase Price Per Unit (in dollars per share) | $ / shares | $ 7 | ||
Litigation between the Company and Pillarstone REIT [Member] | Pending Litigation [Member] | |||
Loss Contingency, Damages Sought, Value | $ | $ 1,000,000 | ||
Mastandrea V Whitestone R E I T And Certain Company Trustees [Member] | Pending Litigation [Member] | |||
Loss Contingency, Damages Sought, Value | $ | $ 25 |