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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 (Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________

Commission File Number 001-34855
WHITESTONE REIT
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland76-0594970
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
2600 South Gessner,Suite 50077063
Houston,Texas
(Address of Principal Executive Offices)(Zip Code)

(713) 827-9595
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares of Beneficial Interest, par value $0.001 per shareWSRNew York Stock Exchange
Preferred Stock Purchase RightsN/ANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒Yes     ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒Yes    ☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
Non-accelerated filerSmall reporting company
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☒ No

As of May 5, 2021, there were 42,777,693 common shares of beneficial interest, $0.001 par value per share, outstanding.







PART I - FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.

PART II - OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
March 31, 2021December 31, 2020
(unaudited)
ASSETS
Real estate assets, at cost
Property$1,107,895 $1,106,426 
Accumulated depreciation(170,286)(163,712)
Total real estate assets937,609 942,714 
Investment in real estate partnership34,068 33,979 
Cash and cash equivalents22,820 25,777 
Restricted cash106 179 
Escrows and acquisition deposits6,923 9,274 
Accrued rents and accounts receivable, net of allowance for doubtful accounts23,309 23,009 
Receivable due from related party731 335 
Unamortized lease commissions, legal fees and loan costs7,951 7,686 
Prepaid expenses and other assets(1)
3,127 2,049 
Total assets$1,036,644 $1,045,002 
LIABILITIES AND EQUITY
Liabilities:
Notes payable$645,230 $644,185 
Accounts payable and accrued expenses(2)
41,163 50,918 
Payable due to related party160 125 
Tenants' security deposits7,059 6,916 
Dividends and distributions payable4,660 4,532 
Total liabilities698,272 706,676 
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, 2021 and December 31, 2020  
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 42,579,059 and 42,391,316 issued and outstanding as of March 31, 2021 and December 31, 2020, respectively43 42 
Additional paid-in capital563,338 562,250 
Accumulated deficit(219,016)(215,809)
Accumulated other comprehensive loss(12,220)(14,400)
Total Whitestone REIT shareholders' equity332,145 332,083 
Noncontrolling interest in subsidiary6,227 6,243 
Total equity338,372 338,326 
Total liabilities and equity$1,036,644 $1,045,002 

See accompanying notes to Consolidated Financial Statements.
1

Table of Contents
Whitestone REIT and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands)

March 31, 2021December 31, 2020
(unaudited)
(1) Operating lease right of use assets (net)
$548 $592 
(2) Operating lease liabilities
$558 $603 



See accompanying notes to Consolidated Financial Statements.


2

Table of Contents
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)
Three Months Ended March 31,
20212020
Revenues
Rental(1)
$28,695 $30,196 
Management, transaction, and other fees350 388 
Total revenues29,045 30,584 
Operating expenses
Depreciation and amortization7,013 6,971 
Operating and maintenance4,839 5,597 
Real estate taxes4,038 4,536 
General and administrative5,634 5,100 
Total operating expenses21,524 22,204 
Other expenses (income)
Interest expense6,132 6,693 
(Gain) loss on sale or disposal of assets, net(1)207 
Interest, dividend and other investment income(49)(62)
Total other expense6,082 6,838 
Income before equity investment in real estate partnership and income tax1,439 1,542 
Equity in earnings of real estate partnership89 192 
Provision for income tax(87)(87)
Net income1,441 1,647 
Less: Net income attributable to noncontrolling interests26 35 
Net income attributable to Whitestone REIT$1,415 $1,612 


See accompanying notes to Consolidated Financial Statements.
3

Table of Contents
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands, except per share data)
Three Months Ended March 31,
20212020
Basic Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
$0.03 $0.04 
Diluted Earnings Per Share:
Net income attributable to common shareholders, excluding amounts attributable to unvested restricted shares
$0.03 $0.04 
Weighted average number of common shares outstanding:
Basic42,495 42,048 
Diluted43,331 43,009 
Consolidated Statements of Comprehensive Income (Loss)
Net income$1,441 $1,647 
Other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedging activities2,221 (10,952)
Comprehensive income (loss)3,662 (9,305)
Less: Net income attributable to noncontrolling interests26 35 
Less: Comprehensive income (loss) attributable to noncontrolling interests41 (231)
Comprehensive income (loss) attributable to Whitestone REIT$3,595 $(9,109)




See accompanying notes to Consolidated Financial Statements.
4

Table of Contents

Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(in thousands)


Three Months Ended March 31,
20212020
    (1) Rental
Rental revenues$21,626 $22,077 
Recoveries7,598 8,963 
Bad debt(529)(844)
Total rental$28,695 $30,196 


See accompanying notes to Consolidated Financial Statements.




5

Table of Contents
Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)
Accumulated
AdditionalOtherTotalNoncontrolling
Common SharesPaid-InAccumulatedComprehensiveShareholders’InterestsTotal
SharesAmountCapitalDeficitGain (Loss)EquityUnitsDollarsEquity
Balance, December 31, 202042,391 $42 $562,250 $(215,809)$(14,400)$332,083 773 $6,243 $338,326 
Exchange of noncontrolling interest OP units for common shares —  — —     
Issuance of common shares - ATM Program, net of offering costs —  — —  — —  
Exchange offer costs— —  — —  — —  
Issuance of shares under dividend reinvestment plan2 — 15 — — 15 — — 15 
Repurchase of common shares (1)
(37)— (324)— — (324)— — (324)
Share-based compensation223 1 1,397 — — 1,398 — — 1,398 
Distributions - $0.1075 per common share / OP unit— — — (4,622)— (4,622)— (83)(4,705)
Unrealized loss on change in value of cash flow hedge— — — — 2,180 2,180 — 41 2,221 
Net income— — — 1,415 — 1,415 — 26 1,441 
Balance, March 31, 202142,579 $43 $563,338 $(219,016)$(12,220)$332,145 773 $6,227 $338,372 

See accompanying notes to Consolidated Financial Statements.


Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)
Accumulated
AdditionalOtherTotalNoncontrolling
Common SharesPaid-InAccumulatedComprehensiveShareholders’InterestsTotal
SharesAmountCapitalDeficitGain (Loss)EquityUnitsDollarsEquity
Balance, December 31, 201941,492 $41 $554,816 $(204,049)$(5,491)$345,317 909 $7,781 $353,098 
Exchange of noncontrolling interest OP units for common shares5 — 44 — — 44 (5)(44) 
Issuance of common shares - ATM Program, net of offering costs171 — 2,241 — — 2,241 — — 2,241 
Exchange offer costs— — (32)— — (32)— — (32)
Issuance of shares under dividend reinvestment plan4 — 42 — — 42 — — 42 
Repurchase of common shares (1)
(153)— (1,630)— — (1,630)— — (1,630)
Share-based compensation616  1,248 — — 1,248 — — 1,248 
Distributions - $0.285 per common share / OP unit— — — (4,449)— (4,449)— (95)(4,544)
Unrealized loss on change in value of cash flow hedge— — — — (10,721)(10,721)— (231)(10,952)
Net income— — — 1,612 — 1,612 — 35 1,647 
Balance, March 31, 202042,135 $41 $556,729 $(206,886)$(16,212)$333,672 904 $7,446 $341,118 

(1)    The Company acquired common shares held by employees who tendered owned common shares to satisfy the tax withholding on the lapse of certain restrictions on restricted common shares.

See accompanying notes to Consolidated Financial Statements.
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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended March 31,
 20212020
Cash flows from operating activities:  
  Net income$1,441 $1,647 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization7,013 6,971 
Amortization of deferred loan costs274 282 
(Gain) loss on sale or disposal of assets and loan forgiveness, net(1)207 
Bad debt529 844 
Share-based compensation1,398 1,248 
Equity in earnings of real estate partnership(89)(192)
Changes in operating assets and liabilities:
Escrows and acquisition deposits2,352 2,068 
Accrued rents and accounts receivable(829)(886)
Receivable due from related party(396)(419)
Unamortized lease commissions, legal fees and loan costs(844)(423)
Prepaid expenses and other assets611 (10,154)
Accounts payable and accrued expenses(7,534)3,737 
Payable due to related party35 144 
Tenants' security deposits143 139 
Net cash provided by operating activities4,103 5,213 
Cash flows from investing activities:  
Additions to real estate(1,528)(1,593)
Net cash used in investing activities(1,528)(1,593)
Cash flows from financing activities:  
Distributions paid to common shareholders(4,480)(11,928)
Distributions paid to OP unit holders(82)(258)
Proceeds from issuance of common shares, net of offering costs 2,241 
Payments of exchange offer costs (32)
Net proceeds from credit facility 30,000 
Repayments of notes payable(719)(777)
Repurchase of common shares(324)(1,630)
Net cash provided by (used in) financing activities(5,605)17,616 
Net increase (decrease) in cash, cash equivalents and restricted cash(3,030)21,236 
Cash, cash equivalents and restricted cash at beginning of period25,956 15,643 
Cash, cash equivalents and restricted cash at end of period (1)
$22,926 $36,879 
(1)     For a reconciliation of cash, cash equivalents and restricted cash, see supplemental disclosures below.

See accompanying notes to Consolidated Financial Statements.
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Whitestone REIT and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended March 31,
20212020
Supplemental disclosure of cash flow information:  
Cash paid for interest$5,936 $6,461 
Non cash investing and financing activities:
Disposal of fully depreciated real estate$3 $24 
Financed insurance premiums$1,712 $1,431 
Value of shares issued under dividend reinvestment plan$15 $42 
Value of common shares exchanged for OP units$ $44 
Change in fair value of cash flow hedge$2,221 $(10,952)

March 31,
20212020
Cash, cash equivalents and restricted cash
Cash and cash equivalents$22,820 $36,774 
Restricted cash106 105 
Total cash, cash equivalents and restricted cash$22,926 $36,879 



See accompanying notes to Consolidated Financial Statements.

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
The use of the words “we,” “us,” “our,” “Company” or “Whitestone” refers to Whitestone REIT and our consolidated subsidiaries, except where the context otherwise requires.

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, 2020 are derived from our audited consolidated financial statements as of that date.  The unaudited consolidated financial statements as of and for the period ended March 31, 2021 have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information on a basis consistent with the annual audited consolidated financial statements and with the instructions to Form 10-Q.
 
The consolidated financial statements presented herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position of Whitestone and our subsidiaries as of March 31, 2021 and December 31, 2020, and the results of operations for the three month periods ended March 31, 2021 and 2020, the consolidated statements of changes in equity for the three months periods ended March 31, 2021 and 2020 and cash flows for the three month periods ended March 31, 2021 and 2020.  All of these adjustments are of a normal recurring nature.  The results of operations for the interim periods are not necessarily indicative of the results expected for a full year.  The statements should be read in conjunction with the audited consolidated financial statements and the notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2020.
 
Business.  Whitestone was formed as a real estate investment trust (“REIT”) pursuant to the Texas Real Estate Investment Trust Act on August 20, 1998.  In July 2004, we changed our state of organization from Texas to Maryland pursuant to a merger where we merged directly with and into a Maryland REIT formed for the sole purpose of the reorganization and the conversion of each of the outstanding common shares of beneficial interest of the Texas entity into 1.42857 common shares of beneficial interest of the Maryland entity.  We serve as the general partner of Whitestone REIT Operating Partnership, L.P. (the “Operating Partnership”), which was formed on December 31, 1998 as a Delaware limited partnership.  We currently conduct substantially all of our operations and activities through the Operating Partnership.  As the general partner of the Operating Partnership, we have the exclusive power to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions.  As of March 31, 2021 and December 31, 2020, Whitestone wholly-owned 58 commercial properties in and around Austin, Chicago, Dallas-Fort Worth, Houston, Phoenix and San Antonio.

As of March 31, 2021, these properties consist of:

Consolidated Operating Portfolio

52 wholly-owned properties that meet our Community Centered Properties® strategy;

Redevelopment, New Acquisitions Portfolio

one wholly-owned property, Las Colinas Village, that meets our Community Centered Properties® strategy containing approximately 0.1 million square feet of GLA and having a total carrying amount (net of accumulated depreciation) of $34.4 million, and is classified as part of our new acquisition portfolio. Acquired properties are categorized in the new acquisition portfolio until the earlier of attainment of 90% occupancy or 18 months of ownership; and

five parcels of land held for future development.

As of March 31, 2021, we, through our investment in Pillarstone Capital REIT Operating Partnership LP (“Pillarstone” or “Pillarstone OP”), owned a majority interest in eight properties that do not meet our Community Centered Property® strategy containing approximately 0.9 million square feet of GLA (the “Pillarstone Properties”). We own 81.4% of the total outstanding units of Pillarstone OP, which we account for using the equity method. We also manage the day-to-day operations of Pillarstone OP.

We anticipate that the global health crisis caused by a novel strain of coronavirus (“COVID-19”) and the related responses intended to control its spread will continue to adversely affect business activity, particularly relating to our retail tenants, across the markets in which we operate. As part of the initial responses to the virus, many governmental authorities
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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
implemented measures such as enhanced screenings, quarantine or shelter in place requirements and travel restrictions, including local governments in Texas and Arizona, where all but one of our properties are located. In May 2020, parts of the U.S. began to ease certain restrictions and allow for the reopening of businesses but with required or recommended safety protocols. Due to the increase in the number of COVID-19 cases in the fall of 2020, parts of the U.S. implemented additional stay in place orders and other restrictions. While as of the date of this Quarterly Report on Form 10-Q, service businesses are permitted to be open with limited occupancy in Texas and Arizona, the timing and ultimate impact of any steps to reopen the economy as a whole and on our and our tenants’ businesses and financial condition remains uncertain. As a result, there can be no assurance that service businesses will remain open in the near term, or that state and local governments will not take additional measures to control a possible resurgence of COVID-19 in Texas and/or Arizona, any of which may adversely impact our or our tenants’ businesses and their ability to pay their rental payments or otherwise occupy their space. Though COVID-19 vaccines have become available in the U.S. there remain uncertainties as to the logistics of distribution and the overall efficacy of the vaccine program, and there can be no assurances regarding the timing for when vaccines or other therapies will be widely available and effective and the related impact on the economic recovery. In light of the changing nature of the COVID-19 pandemic, we are unable to predict the extent that its impact will have on our financial condition, results of operations and cash flows due to numerous uncertainties including, but not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, the unknown timing or effectiveness of treatments, possible resurgences of COVID-19 cases in future periods and how quickly and to what extent normal economic and operating conditions can resume.

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and markets, including how it will impact the businesses of its tenants. The Company has put in place a temporary response team to address tenant concerns in light of the COVID-19 pandemic. The response team is in ongoing communication with the Company’s tenants and is assisting tenants in identifying local, state and federal resources that may be available to support their businesses and employees during the pandemic, including stimulus funds that may be available under additional stimulus bills that may be adopted by the U.S. government. To date, the Company has received a number of rent relief requests from tenants, most often in the form of rent deferral requests, as a result of the COVID-19 pandemic. The Company is evaluating each tenant rent relief request on a case-by-case basis, considering a number of factors. Not all tenant requests will ultimately result in lease concessions, nor is the Company forgoing its contractual rights under its lease agreements at this time. As of the date of this Quarterly Report on Form 10-Q, as a result of the impact of the COVID-19 pandemic, we have received payments of approximately 94.8% of contractual base rent and common area maintenance reimbursables billed for the first quarter.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Consolidation.  We are the sole general partner of the Operating Partnership and possess full legal control and authority over the operations of the Operating Partnership. As of March 31, 2021 and December 31, 2020, we owned a majority of the partnership interests in the Operating Partnership. Consequently, the accompanying consolidated financial statements include the accounts of the Operating Partnership.

Noncontrolling interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than us. Net income or loss is allocated to noncontrolling interests based on the weighted-average percentage ownership of the Operating Partnership during the period. Issuance of additional common shares of beneficial interest in Whitestone (the “common shares”) and units of limited partnership interest in the Operating Partnership that are convertible into cash or, at our option, common shares on a one-for-one basis (the “OP units”) changes the percentage of ownership interests of both the noncontrolling interests and Whitestone.
    
Equity Method. For the years prior to December 31, 2017, Pillarstone OP was accounted for under the profit-sharing method. In accordance with the Financial Accounting Standards Board’s (“FASB”) guidance applicable to sales of real estate or interests therein, specifically FASB Accounting Standards Codification (“ASC”) 360-20, “Real Estate Sales,” Topic 606, “Revenue from Contracts with Customers” and ASC 610, “Other Income–Gains and Losses from the Derecognition of Nonfinancial Assets,” we adopted Topic 606 and ASC 610 as of January 1, 2018, resulting in the derecognition of the underlying assets and liabilities associated with the Contribution (defined below) as of January 1, 2018 and the recognition of the Company’s investment in Pillarstone OP under the equity method. See Note 6 (Investment in Real Estate Partnership) for additional disclosure on Pillarstone OP.

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
In these financial statements, unless otherwise indicated, we do not include the Pillarstone Properties when we refer to our properties.
  
Basis of Accounting.  Our financial records are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred.
 
Use of Estimates.   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates that we use include the estimated fair values of properties acquired, the estimated useful lives for depreciable and amortizable assets and costs, the grant date fair value of common share units included in share-based compensation expense, the estimated allowance for doubtful accounts, the estimated fair value of interest rate swaps and the estimates supporting our impairment analysis for the carrying values of our real estate assets.  Actual results could differ from those estimates. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company’s business and markets, including the Company’s operations and the operations of its tenants. The full extent to which the pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenues, expenses, reserves and allowances, fair value measurements, and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the pandemic, its severity in our markets and elsewhere, the impact on our tenants’ businesses and financial condition, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

Reclassifications.  We have reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income, total assets, total liabilities or equity.
 
Restricted Cash. We classify all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. During 2015, pursuant to the terms of our $15.1 million 4.99% Note, due January 6, 2024 (see Note 7 (Debt)), which is collateralized by our Anthem Marketplace property, we were required by the lenders thereunder to establish a cash management account controlled by the lenders to collect all amounts generated by our Anthem Marketplace property in order to collateralize such promissory note.

Derivative Instruments and Hedging Activities. We utilize derivative financial instruments, principally interest rate swaps, to manage our exposure to fluctuations in interest rates. We have established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. We recognize our interest rate swaps as cash flow hedges with the effective portion of the changes in fair value recorded in comprehensive income (loss) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Any ineffective portion of a cash flow hedges’ change in fair value is recorded immediately into earnings. Our cash flow hedges are determined using Level 2 inputs under ASC 820, “Fair Value Measurements and Disclosures.” Level 2 inputs represent quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable. As of March 31, 2021, we consider our cash flow hedges to be highly effective.
        
Development Properties. Land, buildings and improvements are recorded at cost. Expenditures related to the development of real estate are carried at cost which includes capitalized carrying charges and development costs. Carrying charges (interest, real estate taxes, loan fees, and direct and indirect development costs related to buildings under construction), are capitalized as part of construction in progress. The capitalization of such costs ceases when the property, or any completed portion, becomes available for occupancy. For the three months ended March 31, 2021, approximately $102,000 and $79,000 in interest expense and real estate taxes, respectively, were capitalized. For the three months ended March 31, 2020, approximately $122,000 and $80,000 in interest expense and real estate taxes, respectively, were capitalized.

Share-Based Compensation.   From time to time, we grant nonvested restricted common share awards or restricted common share unit awards, which may be converted into common shares, to executive officers and employees under our 2018 Long-Term Equity Incentive Ownership Plan (the “2018 Plan”).  Awarded shares and units vest when certain performance conditions are met.  We recognize compensation expense when achievement of the performance conditions is probable based on management’s most recent estimates using the fair value of the shares as of the grant date.  We recognized $1,468,000 and
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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
$1,326,000 in share-based compensation for the three months ended March 31, 2021 and 2020, respectively. We recognize forfeitures as they occur.

Noncontrolling Interests.  Noncontrolling interests are the portion of equity in a subsidiary not attributable to a parent. Accordingly, we have reported noncontrolling interests in equity on the consolidated balance sheets but separate from Whitestone’s equity.  On the consolidated statements of operations and comprehensive income (loss), subsidiaries are reported at the consolidated amount, including both the amount attributable to Whitestone and noncontrolling interests.  The consolidated statements of changes in equity is included for quarterly financial statements, including beginning balances, activity for the period and ending balances for shareholders’ equity, noncontrolling interests and total equity.

Accrued Rents and Accounts Receivable. Included in accrued rents and accounts receivable are base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. We review the collectability of charges under our tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located, including the impact of the COVID-19 pandemic on tenants’ businesses and financial condition. We recognize an adjustment to rental revenue if we deem it probable that the receivable will not be collected. Our review of collectability under our operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. As of March 31, 2021 and December 31, 2020, we had an allowance for uncollectible accounts of $16.8 million and $16.4 million, respectively. During the three months ending March 31, 2021 and 2020, we recorded an adjustment to rental revenue for bad debt, exclusive of straight-line rent reserve adjustments, in the amount of $0.5 million and $0.8 million, respectively. The three months ended March 31, 2021 included 67 cash basis tenants, resulting in decreases to rental revenue for bad debt and straight-line rent adjustments of $0.5 million and $0.1 million and, respectively, and the three months ended March 31, 2020 included 40 cash basis tenants, resulting in decreases to rental revenue for bad debt and straight-line rent adjustments of $0.4 and $0.5, respectively.

Revenue Recognition. All leases on our properties are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met.  Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental, within the consolidated statements of operations and comprehensive income (loss). Additionally, we have tenants who pay real estate taxes directly to the taxing authority. We exclude these costs paid directly by the tenant to third parties on our behalf from revenue recognized and the associated property operating expense.

Other property income primarily includes amounts recorded in connection with management fees and lease termination fees. Pillarstone OP pays us management fees for property management, leasing and day-to-day advisory and administrative services. Their obligations are satisfied over time. Pillarstone OP is billed monthly and typically pays quarterly. Revenues are governed by the Management Agreements (as defined in Note 6 (Investment in Real Estate Partnership)). Refer to Note 6 (Investment in Real Estate Partnership) for additional information regarding the Management Agreements with Pillarstone OP. Additionally, we recognize lease termination fees in the year that the lease is terminated and collection of the fee is probable. Amounts recorded within other property income are accounted for at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied.
 
See our Annual Report on Form 10-K for the year ended December 31, 2020 for further discussion on significant accounting policies.
 
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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
Recent Accounting Pronouncements. In April 2020, the FASB issued guidance on the application of Topic 842, relating to concessions being made by lessors in response to the COVID-19 pandemic. The guidance notes that it would be acceptable for entities to make an election to account for lease concessions relating to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed, even if such enforceable rights and obligations are not explicitly contained in the lease contract. Thus, for concessions relating to the COVID-19 pandemic, an entity would not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract, and would have the option to apply, or not to apply, the general lease modification guidance in Topic 842 as it stands. We have elected this option to account for lease concessions relating to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842 as though enforceable rights and obligations for those concessions existed. Therefore, such concessions are not accounted for as a lease modification under Topic 842.

3.  LEASES
 
As a Lessor. All leases on our properties are classified as noncancelable operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rents and accounts receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met.  Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We combine lease and nonlease components in lease contracts, which includes combining base rent, recoveries, and percentage rents into a single line item, Rental, within the consolidated statements of operations and comprehensive income (loss).
    
A summary of minimum future rents to be received (exclusive of renewals, tenant reimbursements, contingent rents, and collectability adjustments under Topic 842) under noncancelable operating leases in existence as of March 31, 2021 is as follows (in thousands):
Years Ended December 31,
Minimum Future Rents(1)
2021 (remaining)$62,239 
202274,566 
202363,407 
202450,751 
202536,126 
Thereafter107,470 
Total$394,559 

(1) These amounts do not reflect future rental revenues from the renewal or replacement of existing leases and exclude reimbursements of operating expenses and rental increases that are not fixed.

As a Lessee. We have office space, automobile, and office machine leases, which qualify as operating leases, with remaining lease terms of one to three years.

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
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,March 31, 2021
2021 (remaining)$342 
2022106 
202361 
202439 
202529 
Total undiscounted rental payments577 
Less imputed interest19 
Total lease liabilities$558 

For the three months ended March 31, 2021 and 2020, the total lease costs were $257,000 and $303,000, respectively. The weighted average remaining lease term for our operating leases was 2.1 years at March 31, 2021. We do not include renewal options in the lease term for calculating the lease liability unless we are reasonably certain we will exercise the option or the lessor has the sole ability to exercise the option. The weighted average incremental borrowing rate was 4.5% at March 31, 2021.

4. 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):
March 31, 2021December 31, 2020
Tenant receivables$22,900 $22,956 
Accrued rents and other recoveries16,944 16,348 
Allowance for doubtful accounts(16,792)(16,426)
Other receivables257 131 
Total$23,309 $23,009 

5. UNAMORTIZED LEASE COMMISSIONS, LEGAL FEES AND LOAN COSTS

Costs which have been deferred consist of the following (in thousands):
March 31, 2021December 31, 2020
Leasing commissions$11,179 $10,380 
Deferred legal cost373 373 
Deferred financing cost3,898 3,898 
Total cost15,450 14,651 
Less: leasing commissions accumulated amortization(5,330)(5,029)
Less: deferred legal cost accumulated amortization(227)(216)
Less: deferred financing cost accumulated amortization(1,942)(1,720)
Total cost, net of accumulated amortization$7,951 $7,686 
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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)

6. INVESTMENT IN REAL ESTATE PARTNERSHIP

On December 8, 2016, we, through our Operating Partnership, entered into a Contribution Agreement (the “Contribution Agreement”) with Pillarstone OP and Pillarstone Capital REIT (“Pillarstone REIT”) pursuant to which we contributed all of the equity interests in four of our wholly-owned subsidiaries: Whitestone CP Woodland Ph. 2, LLC, a Delaware limited liability company (“CP Woodland”); Whitestone Industrial-Office, LLC, a Texas limited liability company (“Industrial-Office”); Whitestone Offices, LLC, a Texas limited liability company (“Whitestone Offices”); and Whitestone Uptown Tower, LLC, a Delaware limited liability company (“Uptown Tower,” and together with CP Woodland, Industrial-Office and Whitestone Offices, the “Entities”) that own 14 non-core properties that do not fit our Community Centered Property® strategy (the “Pillarstone Properties”), to Pillarstone OP for aggregate consideration of approximately $84 million, consisting of (1) approximately $18.1 million of Class A units representing limited partnership interests in Pillarstone OP (“Pillarstone OP Units”), issued at a price of $1.331 per Pillarstone OP Unit; and (2) the assumption of approximately $65.9 million of liabilities, consisting of (a) approximately $15.5 million of our liability under the 2018 Facility (as defined in Note 7 (Debt)); (b) an approximately $16.3 million promissory note of Uptown Tower under the Loan Agreement, dated as of September 26, 2013, between Uptown Tower, as borrower, and U.S. Bank, National Association, as successor to Morgan Stanley Mortgage Capital Holdings LLC, as lender; and (c) an approximately $34.1 million promissory note (the “Industrial-Office Promissory Note”) of Industrial-Office issued under the Loan Agreement, dated as of November 26, 2013 (the “Industrial-Office Loan Agreement”), between Industrial-Office, as borrower, and Jackson National Life Insurance Company, as lender (collectively, the “Contribution”).

In connection with the Contribution, (1) with respect to each Pillarstone Property (other than Uptown Tower), Whitestone TRS, Inc., a subsidiary of the Company (“Whitestone TRS”), entered into a Management Agreement with the Entity that owns such Pillarstone Property and (2) with respect to Uptown Tower, Whitestone TRS entered into a Management Agreement with Pillarstone OP (collectively, the “Management Agreements”). Pursuant to the Management Agreements with respect to each Pillarstone Property (other than Uptown Tower), Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services to such Pillarstone Property in exchange for (x) a monthly property management fee equal to 5.0% of the monthly revenues of such Pillarstone Property and (y) a monthly asset management fee equal to 0.125% of GAV (as defined in each Management Agreement as, generally, the purchase price of the respective Pillarstone Property based upon the purchase price allocations determined pursuant to the Contribution Agreement, excluding all indebtedness, liabilities or claims of any nature) of such Pillarstone Property. Pursuant to the Management Agreement with respect to Uptown Tower, Whitestone TRS agreed to provide certain property management, leasing and day-to-day advisory and administrative services to Pillarstone OP in exchange for (x) a monthly property management fee equal to 3.0% of the monthly revenues of Uptown Tower and (y) a monthly asset management fee equal to 0.125% of GAV of Uptown Tower. The initial term of each Management Agreement expired on December 31, 2017, after which each Management Agreement became automatically renewable on a month to month basis; provided that each Management Agreement can be terminated by either party thereto upon not less than thirty days’ prior written notice to the other party. None of the Management Agreements had been terminated as of March 31, 2021.

In connection with the Contribution, on December 8, 2016, the Operating Partnership entered into a Tax Protection Agreement with Pillarstone REIT and Pillarstone OP pursuant to which Pillarstone OP agreed to indemnify the Operating Partnership for certain tax liabilities resulting from its recognition of income or gain prior to December 8, 2021 if such liabilities result from a transaction involving a direct or indirect taxable disposition of all or a portion of the Pillarstone Properties or if Pillarstone OP fails to maintain and allocate to the Operating Partnership for taxation purposes minimum levels of liabilities as specified in the Tax Protection Agreement, the result of which causes such recognition of income or gain and the Company incurs taxes that must be paid to maintain its REIT status for federal income tax purposes.


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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
        
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, 2021December 31, 2020
Real estate partnershipOwnership Interest
Pillarstone OP(1)
81.4%$34,068 $33,979 
Total real estate partnership(2)
$34,068 $33,979 

(1) The Company manages these real estate partnership investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, and asset management fees.

(2) Representing eight property interests and 926,798 square feet of GLA, as of March 31, 2021 and December 31, 2020.
    
The table below presents the Company’s share of net income from its investment in the real estate partnership which is included in equity in earnings of real estate partnership, net on the Company’s consolidated statements of operations and comprehensive income (loss) (in thousands):
 Three Months Ended March 31,
 20212020
  
Pillarstone OP$89 $192 

Summarized financial information for the Company’s investment in real estate partnership is as follows (in thousands):
 March 31, 2021December 31, 2020
 
Assets:
   Real estate, net$48,880 $49,113 
   Other assets6,948 7,657 
Total assets55,828 56,770 
Liabilities and equity:
   Notes payable15,117 15,185 
   Other liabilities2,524 3,533 
   Equity38,187 38,052 
Total liabilities and equity55,828 56,770 
Company’s share of equity31,102 30,992 
Cost of investment in excess of the Company’s share of underlying net book value2,966 2,987 
Carrying value of investment in real estate partnership$34,068 $33,979 

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
 Three Months Ended March 31,
20212020
 
Revenues$2,190 $2,585 
Operating expenses(1,707)(1,900)
Other expenses(348)(418)
Net income$135 $267 
    
The amortization of the basis difference between the cost of investment and the Company's share of underling net book value for both of the three months periods ended March 31, 2021 and 2020 is $27,000. The Company amortized the difference into equity in earnings of real estate partnership on the consolidated statements of operations and comprehensive income (loss).

The Company has evaluated its guarantee to Pillarstone OP pursuant to ASC 460, “Guarantees,” and has determined the guarantee to be a performance guarantee, for which ASC 460 contains initial recognition and measurement requirements, and related disclosure requirements. The Company is obligated in two respects: (i) a noncontingent liability, which represents the Company’s obligation to stand ready to perform under the terms of the guarantee in the event that the specified triggering event(s) occur; and (ii) the contingent liability, which represents the Company’s obligation to make future payments if those triggering events occur. The fair value of our loan guarantee to Pillarstone OP is estimated on a Level 3 basis (as provided by ASC 820), using a probability-weighted discounted cash flow analysis based on a discount rate, discounting the loan balance. The Company recognized a noncontingent liability of $462,000 at the inception of the guarantee at fair value which is recorded on the Company’s consolidated balance sheets, net of accumulated amortization. The Company will amortize the guarantee liability into income over seven years. For the three months ended March 31, 2021 and 2020, the amortization of the guarantee liability was $10,000.

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WHITESTONE REIT AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2021
(Unaudited)
7. DEBT

Certain subsidiaries of Whitestone are the borrowers under various financing arrangements. These subsidiaries are separate legal entities, and their respective assets and credit are not available to satisfy the debt of Whitestone or any of its other subsidiaries.

Debt consisted of the following as of the dates indicated (in thousands):
DescriptionMarch 31, 2021December 31, 2020
Fixed rate notes
$100.0 million, 1.73% plus 1.35% to 1.90% Note, due October 30, 2022 (1)
$100,000 $100,000 
$165.0 million, 2.24% plus 1.35% to 1.90% Note, due January 31, 2024 (2)
165,000 165,000 
$80.0 million, 3.72% Note, due June 1, 202780,000 80,000 
$19.0 million 4.15% Note, due December 1, 202418,604 18,687 
$20.2 million 4.28% Note, due June 6, 202318,117 18,222 
$14.0 million 4.34% Note, due September 11, 202413,171 13,236 
$14.3 million 4.34% Note, due September 11, 202413,953 14,014 
$15.1 million 4.99% Note, due January 6, 202414,100 14,165 
$2.6 million 5.46% Note, due October 1, 20232,326 2,339 
$50.0 million, 5.09% Note, due March 22, 202950,000 50,000 
$50.0 million, 5.17% Note, due March 22, 202950,000 50,000 
$1.7 million 3.25% Note, due December 28, 20211,386  
Floating rate notes
Unsecured line of credit, LIBOR plus 1.40% to 1.90%, due January 31, 2023119,500 119,500 </