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Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property $ 1,243,067 $ 1,221,466
Accumulated depreciation (243,500) (229,767)
Total real estate assets 999,567 991,699
Investment in real estate partnership [1],[2],[3] 0 31,671
Cash and cash equivalents 2,534 4,572
Restricted cash 0 68
Escrows and deposits 3,667 24,148
Accrued rents and accounts receivable, net of allowance for doubtful accounts 32,541 30,592
Unamortized lease commissions, legal fees and loan costs 14,148 13,783
Prepaid expenses and other assets(1) [4] 2,826 4,765
Finance lease right-of-use assets 10,449 10,428
Total assets(1) 1,112,561 1,113,239
Liabilities:    
Notes payable 633,552 640,172
Accounts payable and accrued expenses(2) [5] 36,185 36,513
Tenants' security deposits 9,175 8,614
Dividends and distributions payable 6,279 6,025
Finance lease liabilities 789 721
Total liabilities 687,557 693,622
Commitments and contingencies:
Equity:    
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of September 30, 2024 and December 31, 2023 0 0
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 50,645,877 and 49,610,831 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively 51 50
Additional paid-in capital 636,192 628,079
Accumulated deficit (216,044) (216,963)
Accumulated other comprehensive income (loss) (679) 2,576
Total Whitestone REIT shareholders' equity 419,520 413,742
Noncontrolling interest in subsidiary 5,484 5,875
Total equity 425,004 419,617
Total liabilities and equity(2) 1,112,561 1,113,239
(1) Operating lease right of use assets (net) 67 109
(2) Operating lease liabilities 67 112
Related Party [Member]    
Receivable from partnership redemption 15,186 1,513
Other receivables 15,186 1,513
Related Parties [Member]    
Liabilities:    
Other liabilities 1,577 1,577
Partnership Redemption [Member ]    
Receivable from partnership redemption 31,643 0
Other receivables $ 31,643 $ 0
[1] On December 26, 2021, the Board of Trustees of Pillarstone REIT adopted a new shareholder rights agreement (the “Pillarstone Rights Agreement”). Because Pillarstone REIT sought to use the Pillarstone Rights Agreement 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. On September 8, 2022, Whitestone OP’s Motion to Preserve the Status Quo was granted by the Court, limiting Pillarstone OP from engaging in any acts outside the ordinary course of business and otherwise imposing restrictions on Pillarstone OP to ensure that Whitestone’s right of redemption is not impaired while the underlying dispute is being considered by the Court. On January 25, 2024, the Delaware Court of Chancery: held that Pillarstone breached the implied covenant of good faith and fair dealing when it adopted the Pillarstone Rights Agreement that thwarted Whitestone OP from exercising the unfettered contractual redemption right it obtained in connection with its investment in the partnership; and the Court held that the Rights Plan was unenforceable as to the limited partner and allowed Whitestone OP to exercise its redemption right; allowed Pillarstone to determine the current value of the Partnership’s assets; and, as necessary, later enter a monetary judgment against Pillarstone for the difference between the amount Whitestone would have received in or around December 2021 and the current value. On January 25, 2024, the Company exercised its notice of redemption for substantially all of its investment in Pillarstone OP. On March 4, 2024, Pillarstone REIT authorized and filed the Chapter 11 bankruptcy of itself, Pillarstone OP, and the remainder of its special purpose entities in the United States Bankruptcy Court for the Northern District of Texas. As of the date of this filing, Whitestone has not received consideration for its redemption of its equity investment in Pillarstone OP as required by the partnership agreement. We intend to pursue collection of amounts due from Pillarstone OP through all means, including further litigation if necessary and while we do not know the ultimate amount to be collected, we believe the amount will be in excess of the current carrying value of our equity investment in Pillarstone OP.
[2] Representing eight property interests and 926,798 square feet of GLA, as of December 31, 2023. Subsequent to January 25, 2024, the Company ceased utilizing the equity method following the exercise of its notice of redemption for the majority of its investment in Pillarstone OP. We reclassified our investment in Pillarstone OP to a receivable on our balance sheet after estimating 25 days of our share of the equity investment income.
[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) $ 129 $ 124
[5] Operating lease liabilities $ 132 $ 129