Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Sep. 05, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PILLARSTONE CAPITAL REIT | |
Entity Central Index Key | 928,953 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Entity Common Stock, Shares Outstanding | 405,169 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS1 | ||
Property | $ 84,430,000 | $ 83,144,000 |
Accumulated depreciation | (4,454,000) | (2,934,000) |
Total real estate assets | 79,976,000 | 80,210,000 |
Cash and cash equivalents | 2,596,000 | 2,991,000 |
Escrows and acquisition deposits | 1,863,000 | 2,188,000 |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | 1,163,000 | 798,000 |
Receivable due from related party | 1,067,000 | 1,304,000 |
Unamortized lease commissions and deferred legal costs, net | 1,255,000 | 1,265,000 |
Prepaid expenses and other assets | 271,000 | 160,000 |
Total assets | 88,191,000 | 88,916,000 |
Liabilities: | ||
Notes payable | 63,714,000 | 64,313,000 |
Accounts payable and accrued expenses | 2,544,000 | 3,586,000 |
Payable due to related party | 772,000 | 1,005,000 |
Convertible notes payable - related parties | 197,780 | 198,000 |
Accrued interest payable | 52,000 | 42,000 |
Tenants' security deposits | 1,368,000 | 1,191,000 |
Total liabilities | 68,648,000 | 70,335,000 |
Commitments and contingencies | 0 | 0 |
Shareholders' Equity: | ||
Common Shares - $0.01 par value, 400,000,000 authorized: 443,299 shares issued and 405,169 outstanding at June 30, 2018 and December 31, 2017 | 4,000 | 4,000 |
Additional paid-in capital | 28,147,000 | 28,147,000 |
Accumulated deficit | (27,481,000) | (27,635,000) |
Treasury stock, at cost, 38,130 shares | (801,000) | (801,000) |
Total Pillarstone Capital REIT shareholders' deficit | (126,000) | (280,000) |
Noncontrolling interest in subsidiary | 19,669,000 | 18,861,000 |
Total equity | 19,543,000 | 18,581,000 |
Total liabilities and equity | 88,191,000 | 88,916,000 |
Preferred A Shares | ||
Shareholders' Equity: | ||
Preferred stock | 3,000 | 3,000 |
Preferred C Shares | ||
Shareholders' Equity: | ||
Preferred stock | 2,000 | 2,000 |
Pillarstone Variable Interest Entity [Member] | ||
ASSETS1 | ||
Property | 84,427,000 | 83,141,000 |
Accumulated depreciation | (4,453,000) | (2,934,000) |
Total real estate assets | 79,974,000 | 80,207,000 |
Cash and cash equivalents | 2,484,000 | 2,812,000 |
Escrows and acquisition deposits | 1,863,000 | 2,188,000 |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | 1,163,000 | 798,000 |
Receivable due from related party | 1,067,000 | 1,304,000 |
Unamortized lease commissions and deferred legal costs, net | 1,255,000 | 1,265,000 |
Prepaid expenses and other assets | 267,000 | 150,000 |
Total assets | 88,073,000 | 88,724,000 |
Liabilities: | ||
Notes payable | 63,714,000 | 64,313,000 |
Accounts payable and accrued expenses | 2,506,000 | 3,494,000 |
Payable due to related party | 772,000 | 1,005,000 |
Tenants' security deposits | 1,368,000 | 1,191,000 |
Total liabilities | $ 68,360,000 | $ 70,003,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, issued (in shares) | 443,299 | 443,299 |
Common stock, outstanding (in shares) | 405,169 | 405,169 |
Treasury stock (in shares) | 38,130 | 38,130 |
Preferred A Shares | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 1,518,000 | 1,518,000 |
Preferred stock, issued (in shares) | 256,636 | 256,636 |
Preferred stock, outstanding (in shares) | 256,636 | 256,636 |
Preferred stock, liquidation preference (in dollars per share) | $ 10 | $ 10 |
Preferred C Shares | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 300,000 | 300,000 |
Preferred stock, issued (in shares) | 244,444 | 244,444 |
Preferred stock, outstanding (in shares) | 244,444 | 244,444 |
Preferred stock, liquidation preference (in dollars per share) | $ 10 | $ 10 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property revenues | ||||
Rental revenues | $ 3,580 | $ 3,520 | $ 7,166 | $ 7,056 |
Other revenues | 583 | 658 | 1,375 | 1,286 |
Total property revenues | 4,163 | 4,178 | 8,541 | 8,342 |
Property expenses | ||||
Property operation and maintenance | 1,157 | 1,076 | 2,358 | 2,363 |
Real estate taxes | 579 | 652 | 1,261 | 1,300 |
Total property expenses | 1,736 | 1,728 | 3,619 | 3,663 |
Other expenses | ||||
General and administrative | 100 | 45 | 293 | 326 |
Depreciation and amortization | 896 | 855 | 1,752 | 1,571 |
Interest expense | 693 | 683 | 1,365 | 1,358 |
Total other expense | 1,689 | 1,583 | 3,410 | 3,255 |
Income before loss on disposal of assets and income taxes | 738 | 867 | 1,512 | 1,424 |
Loss on disposal of assets | 0 | (5) | 0 | (11) |
Provision for income taxes | (24) | (20) | (44) | (45) |
Net income | 714 | 842 | 1,468 | 1,368 |
Less: Non-controlling interest in subsidiary | 613 | 715 | 1,313 | 1,268 |
Net income attributable to Common Shareholders | $ 101 | $ 127 | $ 155 | $ 100 |
Net income available to common shareholders, basic (usd per share) | $ 0.25 | $ 0.31 | $ 0.38 | $ 0.25 |
Net income available to common shareholders, diluted (usd per share) | $ 0.03 | $ 0.04 | $ 0.05 | $ 0.03 |
Basic (shares) | 405,169 | 405,169 | 405,169 | 405,169 |
Diluted (shares) | 3,090,652 | 3,075,793 | 3,090,652 | 2,903,219 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 1,468 | $ 1,368 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | (1,752) | (1,571) |
Amortization of deferred loan costs | 50 | 50 |
Loss on disposal of assets | 0 | 11 |
Bad debt expense | 100 | 78 |
Changes in operating assets and liabilities: | ||
Accrued rents and accounts receivable | (465) | (352) |
Receivable due from related party | 192 | 327 |
Escrows and acquisition deposits | 325 | 832 |
Unamortized lease commissions and deferred legal costs, net | (215) | (190) |
Prepaid expenses and other assets | (111) | (120) |
Accounts payable and accrued expenses | (1,033) | (930) |
Payable due to related party | (233) | 520 |
Tenants' security deposits | 177 | 78 |
Net cash provided by operating activities | 2,007 | 3,243 |
Cash flows from investing activities: | ||
Additions to real estate | (1,248) | (508) |
Net cash used in investing activities | (1,248) | (508) |
Cash flows from financing activities: | ||
Distributions paid to noncontrolling interest in Consolidated Partnership | (505) | (1,170) |
Repayments of notes payable | (649) | (624) |
Net cash used in financing activities | (1,154) | (1,794) |
Net change in cash and cash equivalents | (395) | 941 |
Cash and cash equivalents at beginning of period | 2,991 | 1,243 |
Cash and cash equivalents at end of period | 2,596 | 2,184 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,307 | 1,304 |
Cash paid for taxes | 88 | 0 |
Non cash investing activities: | ||
Disposal of fully depreciated real estate | 47 | 2 |
Additions to real estate contributed by related party | $ 45 | $ 722 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting. Pillarstone Capital REIT's (the “Company”, “Pillarstone”, “we”, “our”, or “us”) financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. Use of estimates. In order to conform with U.S. GAAP, management, in preparation of our consolidated financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of June 30, 2018 and December 31, 2017 , and the reported amounts of revenues and expenses for the three and six months ended June 30, 2018 and 2017 . Actual results could differ from those estimates. Significant estimates include fair value of properties acquired, estimated useful lives of properties, allowance for bad debt, impairment, deferred taxes and the related valuation allowance for deferred taxes, and these significant estimates, as well as other estimates and assumptions, may change in the near term. Cash and cash equivalents. We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents as of June 30, 2018 and December 31, 2017 consisted of demand deposits at commercial banks and brokerage accounts. We maintain our cash in bank accounts that are federally insured. Acquired Properties and Acquired Lease Intangibles. We allocate the purchase price of the acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values at the time of purchase. Identifiable intangibles include amounts allocated to acquired out-of-market leases, the value of in-place leases and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Premiums or discounts on acquired out-of-market debt are amortized to interest expense over the remaining term of such debt. Depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 39 years for improvements and buildings, respectively. Tenant improvements are depreciated using the straight-line method over the life of the improvement or remaining term of the lease, whichever is shorter. Impairment. We review our properties for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. We determine whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. Management has determined that there has been no impairment in the carrying value of our real estate assets as of June 30, 2018 . Accrued Rents and Accounts Receivable. Included in accrued rent and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of accrued rents and accounts receivable is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. As of June 30, 2018 and December 31, 2017 , we had an allowance for uncollectible accounts of $639,000 and $539,000 , respectively. For the three and six months ended June 30, 2018 , we had bad debt expense of $60,000 and $100,000 , respectively. For the three and six months ended June 30, 2017 , we had bad debt expense of $8,000 and $78,000 , respectively. Unamortized Lease Commissions and Deferred Legal Costs. Leasing commissions and deferred legal costs are amortized using the straight-line method over the terms of the related lease agreements. Loan costs are amortized on the straight-line method over the terms of the loans, which approximates the interest method. Costs allocated to in-place leases whose terms differ from market terms related to acquired properties are amortized over the remaining life of the respective leases. Prepaids and Other assets . Prepaids and other assets include escrows established pursuant to certain mortgage financing arrangements for real estate taxes and insurance. Noncontrolling Interests. Noncontrolling interests are the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, we have reported noncontrolling interest in equity on the consolidated balance sheets but separate from Pillarstone’s equity. On the consolidated statements of operations, subsidiaries are reported at the consolidated amount, including both the amount attributable to Pillarstone and noncontrolling interest. Revenue recognition . All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We have established an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible. Stock-based compensation . The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation," which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 generally requires that these transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards. Income taxes . Because we have not elected to be taxed as a REIT for federal income tax purposes, we account for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We are also subject to certain state and local income, excise and franchise taxes. The provision for state and local taxes has been reflected in provision for income taxes in the consolidated statements of operations and has not been separately stated due to its insignificance. The Company evaluates potential uncertain tax positions on an annual basis in conjunction with the board of trustees and its tax accountants. Authoritative literature provides a two-step approach to recognize and measure tax benefits when realization of the benefits is uncertain. The first step is to determine whether the benefit meets the more-likely-than-not condition for recognition and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50% . The Company has no uncertain tax positions that required adjustments to our consolidated financial statements in 2018 or 2017. Concentration of Risk. Substantially all of our revenues are obtained from office and warehouse locations in the Dallas-Fort Worth and Houston metropolitan areas. We maintain cash accounts in major U.S. financial institutions. The terms of these deposits are on demand to minimize risk. The balances of these accounts sometimes exceed the federally insured limits, although no losses have been incurred in connection with these deposits. Recent accounting pronouncements . In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance, as amended in subsequent updates, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. The standard also requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a modified retrospective basis beginning January 1, 2018 and do not expect this standard to have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance requiring lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting will remain largely unchanged with the exception of changes related to costs which qualify as initial direct costs. The guidance will also require new qualitative and quantitative disclosures to help financial statement users better understand the timing, amount and uncertainty of cash flows arising from leases. This guidance will be effective for reporting periods beginning on or after December 15, 2018, with early adoption permitted. We will adopt this guidance on a modified retrospective basis beginning January 1, 2019, and such adoption will result in certain costs (primarily legal costs related to lease negotiations) being expensed rather than capitalized. We capitalized $3,000 in legal related costs for the six months ended June 30, 2018 . We did not capitalize any legal related costs for the three months ended June 30, 2018 . In November 2016, the FASB issued guidance requiring that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will become effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance effective January 1, 2018, and we have reconciled cash and cash equivalents and restricted cash and restricted cash equivalents on a retrospective basis, whereas under the previous guidance, we reported restricted cash and restricted cash equivalents under cash flows from financing activities. In January 2017, the FASB issued guidance clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance will become effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a prospective basis beginning January 1, 2018 and believe the majority of our future acquisitions will qualify as asset acquisitions and the associated transaction costs will be capitalized as opposed to expensed under previous guidance. In February 2017, the FASB issued guidance clarifying the scope of asset derecognition guidance, added guidance for partial sales of nonfinancial assets and clarified recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. This guidance will become effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a modified retrospective basis beginning January 1, 2018, and the adoption of this guidance did not have a material impact on our consolidated financial statements. |
Accrued Rents and Accounts Rece
Accrued Rents and Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accrued Rents and Accounts Receivable, Net | ACCRUED RENTS AND ACCOUNTS RECEIVABLE, NET Accrued rents and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands): June 30, 2018 December 31, 2017 Tenant receivables $ 897 $ 680 Accrued rents and other recoveries 905 657 Allowance for doubtful accounts (639 ) (539 ) Total $ 1,163 $ 798 |
Unamortized Lease Commissions A
Unamortized Lease Commissions And Deferred Legal Cost, Net | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Unamortized Lease Commissions And Deferred Legal Cost, Net | UNAMORTIZED LEASE COMMISSIONS AND DEFERRED LEGAL COST, NET Costs which have been deferred consist of the following (in thousands): June 30, 2018 December 31, 2017 Leasing commissions $ 1,666 $ 1,577 Deferred legal cost 50 47 Total cost 1,716 1,624 Less: leasing commissions accumulated amortization (445 ) (350 ) Less: deferred legal cost accumulated amortization (16 ) (9 ) Total cost, net of accumulated amortization $ 1,255 $ 1,265 |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entity | VARIABLE INTEREST ENTITY On December 8, 2016, Pillarstone and Pillarstone OP, entered into a Contribution Agreement (the “Contribution Agreement”) with Whitestone REIT Operating Partnership, L.P. (“Whitestone OP”), a subsidiary and the operating partnership of Whitestone REIT (“Whitestone”), both of which are related parties to Pillarstone and Pillarstone OP, pursuant to which Whitestone OP contributed to Pillarstone OP all of the equity interests in four of its wholly-owned subsidiaries (the “Subsidiaries”): Whitestone CP Woodland Ph. 2, LLC, a Delaware limited liability company; Whitestone Industrial-Office, LLC, a Texas limited liability company; Whitestone Offices, LLC, a Texas limited liability company; and Whitestone Uptown Tower, LLC, a Delaware limited liability company (“Uptown Tower”). The Subsidiaries own 14 real estate assets (the “Real Estate Assets” and, together with the Subsidiaries, the “Property”) for aggregate consideration of approximately $84 million , consisting of (i) approximately $18.1 million of Class A units representing limited partnership interests in Pillarstone OP (“OP Units”), issued at a price of $1.331 per OP Unit; and (ii) the assumption of approximately $65.9 million of liabilities by Pillarstone OP. Pillarstone is the general partner of Pillarstone OP and, as a result of the Contribution Agreement, has equity ownership interest in Pillarstone OP totaling approximately 18.6% valued at approximately $4.1 million as of the date of the agreement. In connection with the Contribution Agreement, on December 8, 2016, the Company, as the general partner of Pillarstone OP, entered into an Amended and Restated Agreement of Limited Partnership of Pillarstone OP (as amended and restated, the “Amended and Restated Agreement of Limited Partnership”). Pursuant to the Amended and Restated Agreement of Limited Partnership, subject to certain protective rights of the limited partners described below, the general partner has full, exclusive and complete responsibility and discretion in the management and control of Pillarstone OP, including the ability to cause Pillarstone OP to enter into certain major transactions including a merger of Pillarstone OP or a sale of substantially all of the assets of Pillarstone OP. The limited partners have no power to remove the general partner without the general partner's consent. In addition, pursuant to the Amended and Restated Agreement of Limited Partnership, the general partner may not conduct any business other than in connection with the ownership, acquisition and disposition of interest in the Operating Partnership and management of the business of the Operating Partnership without the consent of certain of the limited partners. The Company is deemed to exercise significant influence over Pillarstone OP as it has the power to direct the activities that most significantly impact Pillarstone OP's economic performance and the Company's right to receive benefits based on its ownership percentage in Pillarstone OP. Accordingly, the Company accounts for Pillarstone OP as a VIE. The Amended and Restated Agreement of Limited Partnership designates two classes of units of limited partnership interest in Pillarstone OP: the OP Units and LTIP units. In general, LTIP units are similar to the OP Units and will receive the same quarterly per-unit profit distributions as the OP Units. The rights, privileges, and obligations related to each series of LTIP units will be established at the time the LTIP units are issued. As profits interests, LTIP units initially will not have full parity, on a per-unit basis, with OP Units with respect to liquidating distributions. Upon the occurrence of specified events, LTIP units can over time achieve full parity with the OP Units and therefore accrete to an economic value for the holder equivalent to OP Units. If such parity is achieved, vested LTIP units may be converted on a one -for-one basis into OP Units, which in turn are redeemable by the holder for cash or, at the Company’s election, exchangeable for Common Shares on a one -for-one basis. During the period from December 8, 2016 through December 31, 2016, Pillarstone received a distribution in kind equal to the value of the original investment of $4.1 million . The carrying amounts and classification of certain assets and liabilities for Pillarstone OP in our consolidated balance sheet as of June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, 2018 December 31, 2017 Real estate assets, at cost Property $ 84,427 $ 83,141 Accumulated depreciation (4,453 ) (2,934 ) Total real estate assets 79,974 80,207 Cash and cash equivalents 2,484 2,812 Escrows and acquisition deposits 1,863 2,188 Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) 1,163 798 Receivable due from related party 1,067 1,304 Unamortized lease commissions and deferred legal costs, net 1,255 1,265 Prepaid expenses and other assets 267 150 Total assets $ 88,073 $ 88,724 Liabilities Notes payable $ 63,714 $ 64,313 Accounts payable and accrued expenses 2,506 3,494 Payable due to related party 772 1,005 Tenants' security deposits 1,368 1,191 Total liabilities $ 68,360 $ 70,003 (1) Excludes approximately $0.3 million in accounts receivable due from Pillarstone that was eliminated in consolidation as of June 30, 2018 and December 31, 2017 . |
Real Estate
Real Estate | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate | REAL ESTATE As of June 30, 2018 , Pillarstone OP owned 14 commercial properties in the Dallas and Houston areas comprised of approximately 1.5 million square feet of gross leasable area. Pillarstone OP results of operations. Revenue and net income attributable to the Property of $4.2 million and $0.8 million , respectively, have been included in our results of operations for the three months ended June 30, 2018 . Revenue and net income attributable to the Property of $8.5 million and $1.6 million , respectively, have been included in our results of operations for the six months ended June 30, 2018 . Revenue and net income attributable to the Property of $4.2 million and $0.9 million , respectively, have been included in our results of operations for the three months ended June 30, 2017 . Revenue and net income attributable to the Property of $8.3 million and $1.6 million , respectively, have been included in our results of operations for the six months ended June 30, 2017 . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Mortgages and other notes payable consist of the following (in thousands): Description June 30, 2018 December 31, 2017 Fixed rate notes $37.0 million 3.76% Note, due December 1, 2020 $ 32,624 $ 33,148 $16.5 million 4.97% Note, due September 26, 2023 15,932 16,058 Floating rate notes Related party Note, LIBOR plus 1.40% to 1.95%, due December 8, 2018 15,473 15,473 Total notes payable principal 64,029 64,679 Less deferred financing costs, net of accumulated amortization (315 ) (366 ) Total notes payable $ 63,714 $ 64,313 Our mortgage debt was collateralized by 10 operating properties as of June 30, 2018 with a combined net book value of $62.8 million . Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and the assignment of certain rents and leases associated with those properties. Certain other of our loans are subject to customary covenants. As of June 30, 2018 , we were in compliance with all loan covenants. Scheduled maturities of notes payable as of June 30, 2018 were as follows: Year Amount Due (in thousands) 2018 $ 16,167 2019 1,376 2020 31,286 2021 308 2022 323 Thereafter 14,569 Total $ 64,029 CONVERTIBLE NOTES PAYABLE - RELATED PARTIES On November 20, 2015, five trustees on our board of trustees at that time loaned $197,780 to the Company in exchange for convertible notes payable. The convertible notes payable accrue interest at 10% per annum and mature on November 20, 2018. The convertible notes payable can be converted by the noteholders into Common Shares at the rate of $1.331 per Common Share at any time. After six months, the Company can convert the notes payable into Common Shares. At maturity or when the Company chooses to convert the convertible notes payable into Common Shares, the noteholders have the option to receive cash plus accrued interest or convert the convertible notes payable into Common Shares. |
Convertible Notes Payable - Rel
Convertible Notes Payable - Related Parties | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable - Related Parties | DEBT Mortgages and other notes payable consist of the following (in thousands): Description June 30, 2018 December 31, 2017 Fixed rate notes $37.0 million 3.76% Note, due December 1, 2020 $ 32,624 $ 33,148 $16.5 million 4.97% Note, due September 26, 2023 15,932 16,058 Floating rate notes Related party Note, LIBOR plus 1.40% to 1.95%, due December 8, 2018 15,473 15,473 Total notes payable principal 64,029 64,679 Less deferred financing costs, net of accumulated amortization (315 ) (366 ) Total notes payable $ 63,714 $ 64,313 Our mortgage debt was collateralized by 10 operating properties as of June 30, 2018 with a combined net book value of $62.8 million . Our loans contain restrictions that would require the payment of prepayment penalties for the acceleration of outstanding debt and are secured by deeds of trust on certain of our properties and the assignment of certain rents and leases associated with those properties. Certain other of our loans are subject to customary covenants. As of June 30, 2018 , we were in compliance with all loan covenants. Scheduled maturities of notes payable as of June 30, 2018 were as follows: Year Amount Due (in thousands) 2018 $ 16,167 2019 1,376 2020 31,286 2021 308 2022 323 Thereafter 14,569 Total $ 64,029 CONVERTIBLE NOTES PAYABLE - RELATED PARTIES On November 20, 2015, five trustees on our board of trustees at that time loaned $197,780 to the Company in exchange for convertible notes payable. The convertible notes payable accrue interest at 10% per annum and mature on November 20, 2018. The convertible notes payable can be converted by the noteholders into Common Shares at the rate of $1.331 per Common Share at any time. After six months, the Company can convert the notes payable into Common Shares. At maturity or when the Company chooses to convert the convertible notes payable into Common Shares, the noteholders have the option to receive cash plus accrued interest or convert the convertible notes payable into Common Shares. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Net earnings per weighted average Common Share outstanding, basic and diluted, is computed based on the weighted average number of Common Shares outstanding for the period. The following table shows the weighted average number of Common Shares outstanding and reconciles the numerator and denominator of both earnings (loss) per Common Share calculations for the three and six month periods ended June 30, 2018 and 2017 . During the three and six month periods ended June 30, 2018 and 2017 , the Company had $197,780 of convertible notes payable as discussed in Note 7. The convertible notes payable were not included in the computation of diluted earnings per share for the six month period ended June 30, 2017, because the effect of conversion would be anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2018 2017 2018 2017 Numerator: Net income (loss) available to common shareholders $ 101 $ 127 $ 155 $ 100 Dilutive effect of interest from convertible notes payable 5 5 — — Net income (loss) available to common shareholders with assumed conversion $ 106 $ 132 $ 155 $ 100 Denominator: Weighted average number of common shares - basic 405,169 405,169 405,169 405,169 Effect of dilutive securities: Assumed conversion of Preferred A Shares 53,610 53,610 53,610 53,610 Assumed conversion of Preferred C Shares 2,444,440 2,444,440 2,444,440 2,444,440 Assumed conversion of convertible notes payable 187,433 172,574 187,433 — Weighted average number of common shares - dilutive 3,090,652 3,075,793 3,090,652 2,903,219 Earnings (Loss) Per Share: Basic income (loss) per common share: Net income (loss) available to common shareholders $ 0.25 $ 0.31 $ 0.38 $ 0.25 Diluted income (loss) per common share: Net income (loss) available to common shareholders $ 0.03 $ 0.04 $ 0.05 $ 0.03 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS During the ordinary course of business, we have transactions with Whitestone that include, but are not limited to, rental income, interest expense, general and administrative costs, commissions, management and asset management fees, and property expenses. In connection with the Contribution Agreement, on December 8, 2016, the Company and Pillarstone OP entered into a Management Agreement (collectively, the “Management Agreements”) with Whitestone TRS, Inc., a subsidiary of Whitestone (“Whitestone TRS”). Pursuant to the Management Agreements with respect to each property, other than Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services to such properties in exchange for (1) a monthly property management fee equal to 5.0% of the monthly revenues of each property and (2) a monthly asset management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the respective property based upon the purchase price allocations determined pursuant to the Contribution Agreement, excluding all indebtedness, liabilities or claims of any nature) of such property. Pursuant to the Management Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services in exchange for (1) a monthly property management fee equal to 3.0% of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. The following table presents the revenue and expenses with Whitestone included in our consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Location of Revenue (Expense) 2018 2017 2018 2017 Rent Rental revenues $ 203 $ 196 $ 405 $ 381 Property management fees Property operation and maintenance $ (185 ) $ (176 ) $ (374 ) $ (368 ) Asset management fees Property operation and maintenance $ (66 ) $ (80 ) $ (132 ) $ (146 ) Interest expense Interest expense $ (147 ) $ (132 ) $ (286 ) $ (256 ) Receivables due from related parties consisted of the following as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Construction in process (1) $ — $ 45 Tenant receivables and other 1,067 1,259 Total $ 1,067 $ 1,304 (1) Amount relates to future tenant and building improvement expenditures implicit within the Contribution Agreement to be paid by Whitestone and capitalized by the Company in subsequent periods when placed in service. Payables due to related parties consisted of the following as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Payables due to related party $ 772 $ 1,005 Total $ 772 $ 1,005 |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Accounting. Pillarstone Capital REIT's (the “Company”, “Pillarstone”, “we”, “our”, or “us”) financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred. |
Use of estimates | Use of estimates. In order to conform with U.S. GAAP, management, in preparation of our consolidated financial statements, is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of June 30, 2018 and December 31, 2017 , and the reported amounts of revenues and expenses for the three and six months ended June 30, 2018 and 2017 . Actual results could differ from those estimates. Significant estimates include fair value of properties acquired, estimated useful lives of properties, allowance for bad debt, impairment, deferred taxes and the related valuation allowance for deferred taxes, and these significant estimates, as well as other estimates and assumptions, may change in the near term. |
Cash and cash equivalents | Cash and cash equivalents. We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents as of June 30, 2018 and December 31, 2017 consisted of demand deposits at commercial banks and brokerage accounts. We maintain our cash in bank accounts that are federally insured. |
Acquired Properties and Acquired Lease Intangibles | Acquired Properties and Acquired Lease Intangibles. We allocate the purchase price of the acquired properties to land, building and improvements, identifiable intangible assets and to the acquired liabilities based on their respective fair values at the time of purchase. Identifiable intangibles include amounts allocated to acquired out-of-market leases, the value of in-place leases and customer relationship value, if any. We determine fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends and specific market and economic conditions that may affect the property. Factors considered by management in our analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases and in-place lease value are recorded as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. Premiums or discounts on acquired out-of-market debt are amortized to interest expense over the remaining term of such debt. |
Depreciation | Depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 39 years for improvements and buildings, respectively. Tenant improvements are depreciated using the straight-line method over the life of the improvement or remaining term of the lease, whichever is shorter. |
Impairment | Impairment. We review our properties for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. We determine whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. |
Accrued Rents and Accounts Receivable | Accrued Rents and Accounts Receivable. Included in accrued rent and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. An allowance for the uncollectible portion of accrued rents and accounts receivable is determined based upon customer credit-worthiness (including expected recovery of our claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. |
Unamortized Lease Commissions and Loan Costs | Unamortized Lease Commissions and Deferred Legal Costs. Leasing commissions and deferred legal costs are amortized using the straight-line method over the terms of the related lease agreements. Loan costs are amortized on the straight-line method over the terms of the loans, which approximates the interest method. Costs allocated to in-place leases whose terms differ from market terms related to acquired properties are amortized over the remaining life of the respective leases. |
Prepaids and Other assets | Prepaids and Other assets . Prepaids and other assets include escrows established pursuant to certain mortgage financing arrangements for real estate taxes and insurance. |
Noncontrolling Interests | Noncontrolling Interests. Noncontrolling interests are the portion of equity in a subsidiary not attributable to a parent. The ownership interests not held by the parent are considered noncontrolling interests. Accordingly, we have reported noncontrolling interest in equity on the consolidated balance sheets but separate from Pillarstone’s equity. On the consolidated statements of operations, subsidiaries are reported at the consolidated amount, including both the amount attributable to Pillarstone and noncontrolling interest. |
Revenue recognition | Revenue recognition . All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We have established an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible. |
Stock-based compensation | Stock-based compensation . The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation," which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 generally requires that these transactions be accounted for using a fair-value-based method. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards. |
Income Taxes | Income taxes . Because we have not elected to be taxed as a REIT for federal income tax purposes, we account for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the period in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We are also subject to certain state and local income, excise and franchise taxes. The provision for state and local taxes has been reflected in provision for income taxes in the consolidated statements of operations and has not been separately stated due to its insignificance. The Company evaluates potential uncertain tax positions on an annual basis in conjunction with the board of trustees and its tax accountants. Authoritative literature provides a two-step approach to recognize and measure tax benefits when realization of the benefits is uncertain. The first step is to determine whether the benefit meets the more-likely-than-not condition for recognition and the second step is to determine the amount to be recognized based on the cumulative probability that exceeds 50% . |
Concentration of Risk | Concentration of Risk. Substantially all of our revenues are obtained from office and warehouse locations in the Dallas-Fort Worth and Houston metropolitan areas. We maintain cash accounts in major U.S. financial institutions. The terms of these deposits are on demand to minimize risk. The balances of these accounts sometimes exceed the federally insured limits, although no losses have been incurred in connection with these deposits. |
Recent accounting pronouncements | Recent accounting pronouncements . In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance, as amended in subsequent updates, establishing a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. The standard also requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. This guidance became effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We have adopted this guidance on a modified retrospective basis beginning January 1, 2018 and do not expect this standard to have a material impact on our consolidated financial statements. In February 2016, the FASB issued guidance requiring lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting will remain largely unchanged with the exception of changes related to costs which qualify as initial direct costs. The guidance will also require new qualitative and quantitative disclosures to help financial statement users better understand the timing, amount and uncertainty of cash flows arising from leases. This guidance will be effective for reporting periods beginning on or after December 15, 2018, with early adoption permitted. We will adopt this guidance on a modified retrospective basis beginning January 1, 2019, and such adoption will result in certain costs (primarily legal costs related to lease negotiations) being expensed rather than capitalized. We capitalized $3,000 in legal related costs for the six months ended June 30, 2018 . We did not capitalize any legal related costs for the three months ended June 30, 2018 . In November 2016, the FASB issued guidance requiring that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will become effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance effective January 1, 2018, and we have reconciled cash and cash equivalents and restricted cash and restricted cash equivalents on a retrospective basis, whereas under the previous guidance, we reported restricted cash and restricted cash equivalents under cash flows from financing activities. In January 2017, the FASB issued guidance clarifying the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance will become effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a prospective basis beginning January 1, 2018 and believe the majority of our future acquisitions will qualify as asset acquisitions and the associated transaction costs will be capitalized as opposed to expensed under previous guidance. In February 2017, the FASB issued guidance clarifying the scope of asset derecognition guidance, added guidance for partial sales of nonfinancial assets and clarified recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. This guidance will become effective for the reporting periods beginning on or after December 15, 2017, and interim periods within those fiscal years. We adopted this guidance on a modified retrospective basis beginning January 1, 2018, and the adoption of this guidance did not have a material impact on our consolidated financial statements. |
Accrued Rents and Accounts Re16
Accrued Rents and Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accrued Rents and Accounts Receivable, Net | Accrued rents and accounts receivable, net consists of amounts accrued, billed and due from tenants, allowance for doubtful accounts and other receivables as follows (in thousands): June 30, 2018 December 31, 2017 Tenant receivables $ 897 $ 680 Accrued rents and other recoveries 905 657 Allowance for doubtful accounts (639 ) (539 ) Total $ 1,163 $ 798 |
Unamortized Lease Commissions17
Unamortized Lease Commissions And Deferred Legal Cost, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Tablular Disclosure of Unamortized Lease Commissions | Costs which have been deferred consist of the following (in thousands): June 30, 2018 December 31, 2017 Leasing commissions $ 1,666 $ 1,577 Deferred legal cost 50 47 Total cost 1,716 1,624 Less: leasing commissions accumulated amortization (445 ) (350 ) Less: deferred legal cost accumulated amortization (16 ) (9 ) Total cost, net of accumulated amortization $ 1,255 $ 1,265 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Variable Interest Entities | The carrying amounts and classification of certain assets and liabilities for Pillarstone OP in our consolidated balance sheet as of June 30, 2018 and December 31, 2017 consists of the following (in thousands): June 30, 2018 December 31, 2017 Real estate assets, at cost Property $ 84,427 $ 83,141 Accumulated depreciation (4,453 ) (2,934 ) Total real estate assets 79,974 80,207 Cash and cash equivalents 2,484 2,812 Escrows and acquisition deposits 1,863 2,188 Accrued rents and accounts receivable, net of allowance for doubtful accounts (1) 1,163 798 Receivable due from related party 1,067 1,304 Unamortized lease commissions and deferred legal costs, net 1,255 1,265 Prepaid expenses and other assets 267 150 Total assets $ 88,073 $ 88,724 Liabilities Notes payable $ 63,714 $ 64,313 Accounts payable and accrued expenses 2,506 3,494 Payable due to related party 772 1,005 Tenants' security deposits 1,368 1,191 Total liabilities $ 68,360 $ 70,003 (1) Excludes approximately $0.3 million in accounts receivable due from Pillarstone that was eliminated in consolidation as of June 30, 2018 and December 31, 2017 . |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Mortgages and other notes payable consist of the following (in thousands): Description June 30, 2018 December 31, 2017 Fixed rate notes $37.0 million 3.76% Note, due December 1, 2020 $ 32,624 $ 33,148 $16.5 million 4.97% Note, due September 26, 2023 15,932 16,058 Floating rate notes Related party Note, LIBOR plus 1.40% to 1.95%, due December 8, 2018 15,473 15,473 Total notes payable principal 64,029 64,679 Less deferred financing costs, net of accumulated amortization (315 ) (366 ) Total notes payable $ 63,714 $ 64,313 |
Debt Maturity Schedule | Scheduled maturities of notes payable as of June 30, 2018 were as follows: Year Amount Due (in thousands) 2018 $ 16,167 2019 1,376 2020 31,286 2021 308 2022 323 Thereafter 14,569 Total $ 64,029 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share data) 2018 2017 2018 2017 Numerator: Net income (loss) available to common shareholders $ 101 $ 127 $ 155 $ 100 Dilutive effect of interest from convertible notes payable 5 5 — — Net income (loss) available to common shareholders with assumed conversion $ 106 $ 132 $ 155 $ 100 Denominator: Weighted average number of common shares - basic 405,169 405,169 405,169 405,169 Effect of dilutive securities: Assumed conversion of Preferred A Shares 53,610 53,610 53,610 53,610 Assumed conversion of Preferred C Shares 2,444,440 2,444,440 2,444,440 2,444,440 Assumed conversion of convertible notes payable 187,433 172,574 187,433 — Weighted average number of common shares - dilutive 3,090,652 3,075,793 3,090,652 2,903,219 Earnings (Loss) Per Share: Basic income (loss) per common share: Net income (loss) available to common shareholders $ 0.25 $ 0.31 $ 0.38 $ 0.25 Diluted income (loss) per common share: Net income (loss) available to common shareholders $ 0.03 $ 0.04 $ 0.05 $ 0.03 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents the revenue and expenses with Whitestone included in our consolidated statement of operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Location of Revenue (Expense) 2018 2017 2018 2017 Rent Rental revenues $ 203 $ 196 $ 405 $ 381 Property management fees Property operation and maintenance $ (185 ) $ (176 ) $ (374 ) $ (368 ) Asset management fees Property operation and maintenance $ (66 ) $ (80 ) $ (132 ) $ (146 ) Interest expense Interest expense $ (147 ) $ (132 ) $ (286 ) $ (256 ) Receivables due from related parties consisted of the following as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Construction in process (1) $ — $ 45 Tenant receivables and other 1,067 1,259 Total $ 1,067 $ 1,304 (1) Amount relates to future tenant and building improvement expenditures implicit within the Contribution Agreement to be paid by Whitestone and capitalized by the Company in subsequent periods when placed in service. Payables due to related parties consisted of the following as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Payables due to related party $ 772 $ 1,005 Total $ 772 $ 1,005 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Impairment of real estate | $ 0 | ||||
Allowance for doubtful accounts | $ 639,000 | 639,000 | $ 539,000 | ||
Bad debt expense | 60,000 | $ 8,000 | $ 100,000 | $ 78,000 | |
Uncertain tax position to be recognized based on maximum cumulative probability percentage | 50.00% | ||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||
Capitalized lease contract cost | $ 3,000 | ||||
Building and Building Improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 5 years | ||||
Building and Building Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 39 years |
Accrued Rents and Accounts Re23
Accrued Rents and Accounts Receivable, Net (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Tenant receivables | $ 897,000 | $ 680,000 |
Accrued rents and other recoveries | 905,000 | 657,000 |
Allowance for doubtful accounts | (639,000) | (539,000) |
Total | $ 1,163,000 | $ 798,000 |
Unamortized Lease Commissions24
Unamortized Lease Commissions And Deferred Legal Cost, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Leasing commissions | $ 1,666 | $ 1,577 |
Deferred legal cost | 50 | 47 |
Total cost | 1,716 | 1,624 |
Less: leasing commissions accumulated amortization | (445) | (350) |
Less: deferred legal cost accumulated amortization | (16) | (9) |
Total cost, net of accumulated amortization | $ 1,255 | $ 1,265 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) $ / shares in Units, $ in Millions | 1 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 08, 2016USD ($)propertysubsidiary$ / shares | |
Schedule of Equity Method Investments [Line Items] | ||
Dividends, paid-in-kind | $ 4.1 | |
Pillarstone OP [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 18.60% | |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | $ 4.1 | |
Whitestone [Member] | Pillarstone Variable Interest Entity [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of wholly-owned subsidiaries contributed to variable interest entity | subsidiary | 4 | |
Number of non-core properties contributed to variable interest entity | property | 14 | |
Consideration amount | $ 84 | |
Consideration, limited partnership interest | $ 18.1 | |
Consideration, limited partnership interest (in dollars per share) | $ / shares | $ 1.331 | |
Liabilities assumed | $ 65.9 |
Variable Interest Entity (Sched
Variable Interest Entity (Schedules) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | ||
Property | $ 84,430 | $ 83,144 |
Accumulated depreciation | (4,454) | (2,934) |
Total real estate assets | 79,976 | 80,210 |
Cash and cash equivalents | 2,596 | 2,991 |
Escrows and acquisition deposits | 1,863 | 2,188 |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | 1,163 | 798 |
Receivable due from related party | 1,067 | 1,304 |
Unamortized lease commissions and deferred legal costs, net | 1,255 | 1,265 |
Prepaid expenses and other assets | 271 | 160 |
Total assets | 88,191 | 88,916 |
Notes payable | 63,714 | 64,313 |
Accounts payable and accrued expenses | 2,544 | 3,586 |
Payable due to related party | 772 | 1,005 |
Tenants' security deposits | 1,368 | 1,191 |
Total liabilities | 68,648 | 70,335 |
Pillarstone Variable Interest Entity [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Property | 84,427 | 83,141 |
Accumulated depreciation | (4,453) | (2,934) |
Total real estate assets | 79,974 | 80,207 |
Cash and cash equivalents | 2,484 | 2,812 |
Escrows and acquisition deposits | 1,863 | 2,188 |
Accrued rents and accounts receivable, net of allowance for doubtful accounts | 1,163 | 798 |
Receivable due from related party | 1,067 | 1,304 |
Unamortized lease commissions and deferred legal costs, net | 1,255 | 1,265 |
Prepaid expenses and other assets | 267 | 150 |
Total assets | 88,073 | 88,724 |
Notes payable | 63,714 | 64,313 |
Accounts payable and accrued expenses | 2,506 | 3,494 |
Payable due to related party | 772 | 1,005 |
Tenants' security deposits | 1,368 | 1,191 |
Total liabilities | 68,360 | 70,003 |
Accounts receivable related party | $ 300 | $ 300 |
Real Estate (Details)
Real Estate (Details) - Pillarstone OP [Member] ft² in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)ft²property | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)ft²property | Jun. 30, 2017USD ($) | |
Real Estate [Line Items] | ||||
Number of real estate properties | property | 14 | 14 | ||
Area of real estate (sqft.) | ft² | 1.5 | 1.5 | ||
Revenue attributable to the Property | $ 4.2 | $ 4.2 | $ 8.5 | $ 8.3 |
Net income attributable to the Property | $ 0.8 | $ 0.9 | $ 1.6 | $ 1.6 |
Debt (Details)
Debt (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | Nov. 20, 2015 | |
Debt Instrument [Line Items] | |||
Notes payable gross | $ 64,029,000 | $ 64,679,000 | |
Less deferred financing costs, net of accumulated amortization | (315,000) | (366,000) | |
Total notes payable | 63,714,000 | 64,313,000 | |
Interest rate | 10.00% | ||
$37.0 million 3.76% Note, due December 1, 2020 | |||
Debt Instrument [Line Items] | |||
Notes payable gross | 32,624,000 | 33,148,000 | |
Debt Instrument, face amount | $ 37,000,000 | ||
Interest rate | 3.76% | ||
$16.5 million 4.97% Note, due September 26, 2023 | |||
Debt Instrument [Line Items] | |||
Notes payable gross | $ 15,932,000 | 16,058,000 | |
Debt Instrument, face amount | $ 16,500,000 | ||
Interest rate | 4.97% | ||
Related party Note, LIBOR plus 1.40% to 1.95%, due December 8, 2018 | |||
Debt Instrument [Line Items] | |||
Notes payable gross | $ 15,473,000 | $ 15,473,000 | |
Related party Note, LIBOR plus 1.40% to 1.95%, due December 8, 2018 | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Variable rate | 1.40% | ||
Related party Note, LIBOR plus 1.40% to 1.95%, due December 8, 2018 | LIBOR | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Variable rate | 1.95% |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | Jun. 30, 2018USD ($)property | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||
Property | $ 84,430 | $ 83,144 |
Mortgage debt | ||
Debt Instrument [Line Items] | ||
Number of real estate properties | property | 10 | |
Property | $ 62,800 |
Debt - Maturity Schedule (Detai
Debt - Maturity Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 16,167 | |
2,019 | 1,376 | |
2,020 | 31,286 | |
2,021 | 308 | |
2,022 | 323 | |
Thereafter | 14,569 | |
Total | $ 64,029 | $ 64,679 |
Convertible Notes Payable - R31
Convertible Notes Payable - Related Parties (Details Narrative) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Nov. 20, 2015USD ($)trustee$ / shares |
Debt Disclosure [Abstract] | ||||
Number of trustees | trustee | 5 | |||
Convertible notes payable - related parties | $ | $ 197,780 | $ 198,000 | $ 197,780 | $ 197,780 |
Interest rate | 10.00% | |||
Conversion price (in dollars per share) | $ / shares | $ 1.331 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Nov. 20, 2015 |
Earnings Per Share [Abstract] | ||||
Convertible notes payable - related parties | $ 197,780 | $ 198,000 | $ 197,780 | $ 197,780 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) available to common shareholders | $ 101 | $ 127 | $ 155 | $ 100 |
Dilutive effect of interest from convertible notes payable | 5 | 5 | 0 | 0 |
Net income (loss) available to common shareholders with assumed conversion | $ 106 | $ 132 | $ 155 | $ 100 |
Basic (shares) | 405,169 | 405,169 | 405,169 | 405,169 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 187,433 | 172,574 | 187,433 | 0 |
Diluted (shares) | 3,090,652 | 3,075,793 | 3,090,652 | 2,903,219 |
Net income available to common shareholders, basic (usd per share) | $ 0.25 | $ 0.31 | $ 0.38 | $ 0.25 |
Net income available to common shareholders, diluted (usd per share) | $ 0.03 | $ 0.04 | $ 0.05 | $ 0.03 |
Preferred A Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 53,610 | 53,610 | 53,610 | 53,610 |
Preferred C Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 2,444,440 | 2,444,440 | 2,444,440 | 2,444,440 |
Related Party Transactions (Det
Related Party Transactions (Details) - Whitestone [Member] | Dec. 08, 2016 |
Related Party Transaction [Line Items] | |
Property management fee (percentage) | 5.00% |
Asset management fee (percentage) | 0.125% |
Uptown Tower | |
Related Party Transaction [Line Items] | |
Property management fee (percentage) | 3.00% |
Asset management fee (percentage) | 0.125% |
Related Party Transactions - In
Related Party Transactions - Income Statement (Details) - Whitestone [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Rental revenues | ||||
Related Party Transaction [Line Items] | ||||
Rent | $ 203 | $ 196 | $ 405 | $ 381 |
Property operation and maintenance | ||||
Related Party Transaction [Line Items] | ||||
Property management fees | (185) | (176) | (374) | (368) |
Asset management fees | (66) | (80) | (132) | (146) |
Interest expense | ||||
Related Party Transaction [Line Items] | ||||
Interest expense | $ (147) | $ (132) | $ (286) | $ (256) |
Related Party Transactions - Ba
Related Party Transactions - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Receivable due from related party | $ 1,067 | $ 1,304 |
Payable due to related party | 772 | 1,005 |
Construction in process | ||
Related Party Transaction [Line Items] | ||
Receivable due from related party | 0 | 45 |
Accounts receivable | ||
Related Party Transaction [Line Items] | ||
Receivable due from related party | $ 1,067 | $ 1,259 |