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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pillarstone Capital REIT (CE) | USOTC:PRLE | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.02 | 0.00 | 01:00:00 |
[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
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39-6594066
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(State or other jurisdiction of
|
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(IRS Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Emerging growth company [ ]
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PART I. Financial Information
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Part II. Other Information
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Pillarstone Capital REIT and Subsidiaries
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CONSOLIDATED BALANCE SHEETS
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June 30, 2017
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December 31, 2016
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(unaudited)
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ASSETS
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||||||||
Cash and cash equivalents
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$
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96,005
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$
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7,445
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Marketable securities
|
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100
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|
100
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||
Equity investment in Pillarstone Capital REIT Operating Partnership LP
|
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—
|
|
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14,776
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Other assets
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4,104
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14,499
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Total assets
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$
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100,209
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$
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36,820
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LIABILITIES AND EQUITY (DEFICIT)
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Liabilities:
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Accounts payable and accrued expenses
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$
|
18,363
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|
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27,541
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Accounts payable - related party
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316,103
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316,103
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Convertible notes payable
-
related parties
|
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197,780
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197,780
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Accrued interest payable
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31,862
|
|
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22,108
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||
Negative equity investment in Pillarstone Capital REIT Operating Partnership LP
|
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93,087
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—
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||
Total liabilities
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657,195
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563,532
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Commitments and contingencies
|
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—
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—
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Shareholders' Equity (Deficit):
|
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||||
Preferred A Shares - $0.01 par value, 1,518,000 authorized: 256,636 Class A cumulative convertible shares issued and outstanding at June 30, 2017 and December 31, 2016, $10.00 per share liquidation preference
|
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2,567
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2,567
|
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Preferred C Shares - $0.01 par value, 300,000 authorized: 244,444 Class C cumulative convertible shares issued and outstanding at June 30, 2017 and December 31, 2016, $10.00 per share liquidation preference
|
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2,444
|
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2,444
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||
Common Shares - $0.01 par value, 400,000,000 authorized: 443,299 shares issued and 405,169 outstanding at June 30, 2017 and December 31, 2016
|
|
4,052
|
|
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4,052
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|
||
Additional paid-in capital
|
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28,146,986
|
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28,146,986
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||
Accumulated deficit
|
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(27,912,300
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)
|
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(27,882,026
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)
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||
Treasury shares, at cost, 38,130 shares
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(800,735
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)
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(800,735
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)
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||
Total Pillarstone Capital REIT shareholders' deficit
|
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(556,986
|
)
|
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(526,712
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)
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Total liabilities and equity (deficit)
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$
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100,209
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$
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36,820
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Pillarstone Capital REIT and Subsidiaries
|
||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||||||||||
(unaudited)
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||||||||||
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2017
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2016
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2017
|
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2016
|
||||||||
Revenues
|
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|
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|
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|
||||||||
Interest and dividend income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
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—
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||||
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Expenses
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General and administrative
|
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31,314
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|
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69,927
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179,135
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105,027
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||||
Interest
|
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4,877
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4,931
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|
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9,753
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|
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9,862
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Total expenses
|
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36,191
|
|
|
74,858
|
|
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188,888
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|
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114,889
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Loss from operations
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(36,191
|
)
|
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(74,858
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)
|
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(188,888
|
)
|
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(114,889
|
)
|
||||
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||||||||
Equity in income of Pillarstone Capital REIT Operating Partnership LP
|
|
94,365
|
|
|
—
|
|
|
158,614
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
|
58,174
|
|
|
(74,858
|
)
|
|
(30,274
|
)
|
|
(114,889
|
)
|
||||
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Earnings (Loss) Per Share:
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Basic income (loss) per common share:
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Net income (loss) available to common shareholders
|
|
$
|
0.14
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|
|
$
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(0.18
|
)
|
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$
|
(0.07
|
)
|
|
$
|
(0.28
|
)
|
Diluted income (loss) per common share:
|
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||||||||
Net income (loss) available to common shareholders
|
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$
|
0.02
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.28
|
)
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Weighted average number of common shares outstanding:
|
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Basic
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405,169
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405,115
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405,169
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405,106
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Diluted
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3,075,793
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405,115
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405,169
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405,106
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Pillarstone Capital REIT and Subsidiaries
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
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(unaudited)
|
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Six Months Ended June 30,
|
||||||
|
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2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
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Net loss
|
|
(30,274
|
)
|
|
(114,889
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Equity in income of Pillarstone Capital REIT Operating Partnership LP
|
|
(158,614
|
)
|
|
—
|
|
||
Distributions received from Pillarstone Capital REIT Operating Partnership LP
|
|
173,390
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
10,395
|
|
|
2,815
|
|
||
Accounts payable and accrued expenses
|
|
576
|
|
|
30,902
|
|
||
Net cash used in operations
|
|
(4,527
|
)
|
|
(81,172
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
||||
Excess distributions received from Pillarstone Capital REIT Operating Partnership LP
|
|
93,087
|
|
|
—
|
|
||
Net cash provided by investing activities
|
|
93,087
|
|
|
—
|
|
||
|
|
|
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|
||||
Cash flows from financing activities:
|
|
|
|
|
||||
Net cash provided by financing activities
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
88,560
|
|
|
(81,172
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
7,445
|
|
|
174,283
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
96,005
|
|
|
$
|
93,111
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Condensed income statement information:
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Property revenues
|
|
$
|
4,033
|
|
|
$
|
—
|
|
|
$
|
8,053
|
|
|
$
|
—
|
|
Property expenses
|
|
1,742
|
|
|
—
|
|
|
3,810
|
|
|
—
|
|
||||
Other expenses
|
|
1,720
|
|
|
—
|
|
|
3,295
|
|
|
—
|
|
||||
Provision for income taxes
|
|
20
|
|
|
—
|
|
|
45
|
|
|
—
|
|
||||
Loss on sale or disposal of assets
|
|
5
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Net income
|
|
$
|
546
|
|
|
$
|
—
|
|
|
$
|
892
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pillarstone's equity in earnings of Pillarstone OP
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
—
|
|
Condensed balance sheet information:
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
|
||||
Real estate assets, net of accumulated depreciation
|
|
$
|
58,779
|
|
|
$
|
59,805
|
|
Other assets
|
|
8,211
|
|
|
8,434
|
|
||
Total assets
|
|
$
|
66,990
|
|
|
$
|
68,239
|
|
|
|
|
|
|
||||
Notes payable
|
|
$
|
64,900
|
|
|
$
|
65,474
|
|
Other liabilities
|
|
4,410
|
|
|
4,742
|
|
||
Total liabilities
|
|
69,310
|
|
|
70,216
|
|
||
|
|
|
|
|
||||
Total equity (deficit)
|
|
(2,320
|
)
|
|
(1,977
|
)
|
||
|
|
|
|
|
||||
Total liabilities and equity (deficit)
|
|
$
|
66,990
|
|
|
$
|
68,239
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common shareholders
|
|
$
|
58,174
|
|
|
$
|
(74,858
|
)
|
|
$
|
(30,274
|
)
|
|
$
|
(114,889
|
)
|
Dilutive effect of interest from convertible notes payable
|
|
4,877
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) available to common shareholders with assumed conversion
|
|
$
|
63,051
|
|
|
$
|
(74,858
|
)
|
|
$
|
(30,274
|
)
|
|
$
|
(114,889
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares - basic
|
|
405,169
|
|
|
405,115
|
|
|
405,169
|
|
|
405,106
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Assumed conversion of Preferred A Shares
|
|
53,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Assumed conversion of Preferred C Shares
|
|
2,444,440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Assumed conversion of convertible notes payable
|
|
172,574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average number of common shares - dilutive
|
|
3,075,793
|
|
|
405,115
|
|
|
405,169
|
|
|
405,106
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common shareholders
|
|
$
|
0.14
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.28
|
)
|
Diluted income (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) available to common shareholders
|
|
$
|
0.02
|
|
|
$
|
(0.18
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.28
|
)
|
•
|
uncertainties related to the national economy, the real estate industry in general and in our specific markets;
|
•
|
legislative or regulatory changes;
|
•
|
adverse economic conditions in Texas;
|
•
|
adverse changes in governmental rules and fiscal policies;
|
•
|
increases in interest rates and operating costs;
|
•
|
availability and terms of capital and financing, both to fund our operations and to refinance our indebtedness as it matures;
|
•
|
decreases in rental rates or increases in vacancy rates;
|
•
|
litigation risks;
|
•
|
lease-up risks, including leasing risks arising from exclusivity and consent provisions in leases with significant tenants;
|
•
|
our inability to renew tenants or obtain new tenants upon the expiration of existing leases; and
|
|
•
|
our cash resources are limited;
|
|
•
|
we have a history of losses;
|
|
•
|
we have not raised funds through a public equity offering;
|
|
•
|
our trustees control a significant percentage of our voting shares;
|
|
•
|
shareholders could experience possible future dilution through the issuance of additional equity;
|
|
•
|
we are dependent on a small number of key senior professionals who are part-time employees; and
|
|
•
|
we currently do not plan to distribute dividends to the holders of our shares.
|
•
|
Explanation of changes in the results of operations in the Consolidated Statements of Operations for the
six
month period ended
June 30, 2017
compared to the
six
month period ended
June 30, 2016
.
|
•
|
Explanation of changes in the results of operations in the Consolidated Statements of Operations for the
three
month period ended
June 30, 2017
compared to the
three
month period ended
June 30, 2016
.
|
•
|
Our critical accounting policies and estimates that require our subjective judgment and are important to the presentation of our financial condition and results of operations.
|
•
|
Our primary sources and uses of cash for the six month periods ended
June 30, 2017
and
2016
, and how we intend to generate cash for long-term capital needs.
|
•
|
Our current income tax status.
|
•
|
borrowings from new loans;
|
•
|
additional equity issuances of our common and preferred shares; and
|
•
|
proceeds from the sales of our marketable securities.
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
31.1
|
|
Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 - Chief Executive Officer
|
31.2
|
|
Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 - Chief Financial Officer
|
32.1
|
|
CEO/CFO Certification under Section 906 of Sarbanes-Oxley Act of 2002.
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
PILLARSTONE CAPITAL REIT
|
|
|
|
|
|
|
|
By:
|
/s/ James C. Mastandrea
|
Date:
|
August 11, 2017
|
|
James C. Mastandrea
Chief Executive Officer
(Principal executive officer)
|
|
|
PILLARSTONE CAPITAL REIT
|
|
|
|
|
|
|
|
By:
|
/s/ John J. Dee
|
Date:
|
August 11, 2017
|
|
John J. Dee
Chief Financial Officer
(Principal financial and accounting officer)
|
1 Year Pillarstone Capital REIT (CE) Chart |
1 Month Pillarstone Capital REIT (CE) Chart |
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