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Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property $ 1,230,936 $ 1,221,466
Accumulated depreciation (232,867) (229,767)
Total real estate assets 998,069 991,699
Investment in real estate partnership [1],[2],[3] 0 31,671
Cash and cash equivalents 6,215 4,572
Restricted cash 0 68
Escrows and deposits 17,272 24,148
Accrued rents and accounts receivable, net of allowance for doubtful accounts 31,055 30,592
Receivable from partnership redemption 31,643 0
Other receivables 31,643 0
Unamortized lease commissions, legal fees and loan costs 14,200 13,783
Prepaid expenses and other assets(1) [4] 11,302 4,765
Finance lease right-of-use assets 10,406 10,428
Total assets(1) 1,121,684 1,113,239
Liabilities:    
Notes payable 644,981 640,172
Accounts payable and accrued expenses(2) [5] 32,133 36,513
Tenants' security deposits 8,799 8,614
Dividends and distributions payable 6,215 6,025
Finance lease liabilities 716 721
Total liabilities 694,421 693,622
Commitments and contingencies:
Equity:    
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023 0 0
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 49,958,896 and 49,610,831 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 50 50
Additional paid-in capital 627,876 628,079
Accumulated deficit (213,798) (216,963)
Accumulated other comprehensive income 7,517 2,576
Total Whitestone REIT shareholders' equity 421,645 413,742
Noncontrolling interest in subsidiary 5,618 5,875
Total equity 427,263 419,617
Total liabilities and equity(2) 1,121,684 1,113,239
(1) Operating lease right of use assets (net) 108 109
(2) Operating lease liabilities 112 112
Related Parties [Member]    
Receivable from partnership redemption 1,522 1,513
Other receivables 1,522 1,513
Liabilities:    
Other liabilities $ 1,577 $ 1,577
[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