Broad Street Realty, Inc. (the “Company”) is focused on owning and managing essential grocery-anchored and mixed-use assets located in densely populated technology employment hubs and higher education centers within the Mid-Atlantic, Southeast, and Colorado markets. As of December 31, 2021, the Company had real estate assets of $257.9 million, gross, in 15 real estate properties. In addition, the Company provides commercial real estate brokerage services for its own portfolio and third-party office, industrial and retail operators and tenants.


(in thousands)
Property Name	City/State	Total Gross Real Estate Assets at December 31, 2021
Avondale Shops	Washington, D.C.	$	8,393
Brookhill Azalea Shopping Center	Richmond, VA		17,270
Cromwell Field Shopping Center	Glen Burnie, MD		18,511
Coral Hills Shopping Center	Capitol Heights, MD		16,682
Crestview Square Shopping Center	Landover Hills, MD		18,676
Dekalb Plaza	East Norriton, PA		27,628
The Shops at Greenwood Village	Greenwood Village, CO		31,273
Highlandtown Village Shopping Center	Baltimore, MD		7,401
Hollinswood Shopping Center	Baltimore, MD		25,401
Lamar Station Plaza East	Lakewood, CO		6,106
Midtown Colonial	Williamsburg, VA		14,901
Midtown Lamonticello	Williamsburg, VA		16,241
Spotswood Valley Square Shopping Center	Harrisonburg, VA		14,671
Vista Shops at Golden Mile	Fredrick, MD		14,937
West Broad Commons Shopping Center	Richmond, VA		19,826
		$	257,917

The Company is structured as an “Up-C” corporation with substantially all of its operations conducted through Broad Street Operating Partnership, LP (the “Operating Partnership”) and its direct and indirect subsidiaries. As of December 31, 2021, the Company owned 91.9% of the units of limited partnership interest in its Operating Partnership (“OP units”) and is the sole member of the sole general partner of the Operating Partnership. The Company began operating in its current structure on December 27, 2019 upon the completion of the Initial Mergers (as defined below) and operates as a single reporting segment.

On May 28, 2019, MedAmerica Properties Inc. and certain of its subsidiaries (“MedAmerica”) entered into 19 separate agreements and plans of merger (collectively, the “Merger Agreements”) with each of Broad Street Realty, LLC ("BSR"), Broad Street Ventures, LLC ("BSV") and each of the separate 17 separate entities (collectively with BSR and BSV, the "Broad Street Entities") that owned the properties acquired by the Company in the Initial Mergers (as defined below) and to be acquired in the additional Mergers (as defined below). The Merger Agreements relate to a series of 19 mergers (“Mergers”) whereby BSR, BSV and each other Broad Street Entity has or will become subsidiaries of the Company.

On December 27, 2019, the Company completed 11 of the Mergers (the “Initial Mergers”), including the Mergers with BSR and BSV and the Mergers with nine other Broad Street Entities. Upon completion of the Initial Mergers, MedAmerica’s name was changed to “Broad Street Realty, Inc.”

On December 31, 2019, the Company completed one additional Merger whereby it acquired Brookhill Azalea Shopping Center. On July 2, 2020, the Company closed one Merger whereby it acquired Lamar Station Plaza East. During 2021, the Company closed four additional Mergers whereby it acquired Highlandtown Village Shopping

Center, Cromwell Field Shopping Center, Spotswood Valley Square Shopping Center and The Shops at Greenwood Village on May 21, 2021, May 26, 2021, June 4, 2021, and October 6, 2021, respectively.

As consideration for the Mergers that have closed as of the date of the issuance of these financial statements, the Company has issued an aggregate 28,744,641 shares of common stock and 2,827,904 OP units to prior investors in the Broad Street Entities. In addition, certain prior investors in the Broad Street Entities received an aggregate of approximately $1.9 million in cash as a portion of the consideration for the Mergers.

As of the date of the issuance of these financial statements, there are two Mergers that have not been completed. The Company expects to issue an aggregate of 1,317,055 shares of common stock and 573,529 OP units as consideration for the additional Mergers as agreed to in the Merger Agreements. Until the closing of the remaining Mergers, the Company will continue to manage these two properties and receive management fees.

The Company's rental revenue and operating results depend significantly on the occupancy levels at its properties and the ability of its tenants to meet their rent and other obligations to the Company. The Company's contractual rent collections have generally returned to pre-COVID results, and the Company continues to maintain ongoing communications and work with its tenants to collect prior deferred rent and to monitor any additional disruptions to their business. The Company's projected operating model reflects sufficient cash flow to cover its obligations over the next twelve months, except as noted below.

The Company's financing is generally comprised of mortgages secured by the Company's properties that typically mature within three to five years of origination. Management is currently in contact with lenders and brokers in the marketplace to restructure the Company's debt.

Specifically, as of December 31, 2021, the Company has two mortgage loans and a mezzanine loan on two properties with a combined principal balance outstanding of approximately $17.3 million that mature within the next twelve months. The Company projects that it will not have sufficient cash available to pay off the mortgage and mezzanine loans upon maturity and is currently seeking to refinance the loans prior to maturity in July 2022 and November 2022. There can be no assurances that the Company will be successful in its efforts to refinance the mortgage and mezzanine loans on favorable terms or at all. If the Company is unable to refinance these mortgage and mezzanine loans, the lenders have the right to place the loans in default and ultimately foreclose on the properties. Under this circumstance, the Company would not have any further financial obligations to the lenders as the value of these properties are in excess of the outstanding loan balances.

In addition, the Basis Term Loan and the Basis Preferred Interest (each as defined below), totaling approximately $75.4 million, mature on January 1, 2023, subject to two one-year extension options that are subject to certain conditions, including a Material Adverse Change clause. Based on discussions with Basis Management Group, LLC (as defined below), they are in agreement that the Company currently meets the debt yield, debt service coverage ratio and loan to value tests to qualify for the extension and, further to that point, if the current market conditions remain the same as of the date of extension of the loans, there is no "Material Adverse Change" event that would impact Basis Management Group, LLC (as defined below) approving the extension request. Management also is in discussions with other lenders to refinance the Basis Term Loan and the Basis Preferred Interest with new loans. There can be no assurances, however, that the Company will be successful in exercising these extension options or refinancing the Basis Term Loan and the Basis Preferred Interest prior to their maturity. If the Company is unable to extend or refinance the Basis Term Loan prior to maturity, the lender will have the right to place the loan in default and ultimately foreclose on the six properties securing the loan. If the Company is unable to extend or redeem the Basis Preferred Interest prior to the mandatory redemption date, the Preferred Investor (as defined below) may remove the Operating Partnership as the manager of the Sub-OP (as defined below) and as the manager of the property-owning entities held under the Sub-OP. In addition, if the Company sells or otherwise disposes of properties other than in the ordinary and usual course of its business, the lender under the MVB Loan Agreement (as defined below) could declare an event of default and accelerate the repayment of the MVB Term Loan and MVB Revolver.

Management is in discussions with various lenders to extend or refinance its debt prior to maturity, including the Basis Term Loan and the Basis Preferred Interest. However, there is no assurance that the Company will be able to extend or refinance such debt, which creates substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that these financial statements are issued. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

The Company's pending Midtown Row Acquisition has a purchase price of $122.0 million in cash. Management is currently looking into various alternatives to be able to fund the acquisition in cash. There can be no assurances that management will be successful and the Company may need to incur additional indebtedness to fund the acquisition.

The Company's access to capital depends upon a number of factors over which the Company has little or no control, including general market conditions, the market's perception of the Company's current and potential future earnings and cash distributions, the Company's current debt levels and the market price of the shares of the Company's common stock. Although the Company's common stock is quoted on the OTCQX Best Market, an over-the-counter stock market, there is a very limited trading market for the Company's common stock, and if a more active trading market is not developed and sustained, the Company will be limited in its ability to issue equity to fund its capital needs. If the Company cannot obtain capital from third-party sources, the Company may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of its existing properties, satisfy its debt service obligations or pay dividends to its stockholders.

As of December 31, 2021, the Company was in compliance with all of the covenants under its debt agreements. In the event of a default, the lenders could accelerate the timing of payments under the applicable debt obligations and the Company may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on the Company's liquidity, financial condition and results of operations.