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Note 3 - Real Estate
12 Months Ended
Dec. 31, 2021
Real Estate [Abstract]  
Real Estate

Note 3 – Real Estate

2021 Real Estate Acquisitions

On May 21, 2021, the Company completed the Merger to acquire Highlandtown Village Shopping Center. Total consideration for the property included the issuance of 1,749,008 shares of common stock and approximately $0.2 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed approximately $5.5 million of indebtedness secured by the property.

On May 26, 2021, the Company completed the Merger to acquire Cromwell Field Shopping Center. Total consideration for the property included the issuance of 2,092,657 shares of common stock, the payment of approximately $0.5 million in cash to the prior investors, and approximately $0.4 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed approximately $13.65 million of indebtedness secured by the property. The Company previously acquired the fee-simple interest in the land that the Cromwell Field Shopping Center is located on under a leasehold interest. The Company terminated the ground lease upon completion of the Merger.

On June 4, 2021, the Company completed the Merger to acquire Spotswood Valley Square Shopping Center. Total consideration for the property included the issuance of 2,489,497 shares of common stock, the payment of approximately $0.4 million in cash to the prior investors, and approximately $0.3 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed approximately $12.4 million of mortgage secured by the property.

On October 6, 2021, the Company completed the Merger to acquire The Shops at Greenwood Village. Total consideration for the property included the issuance of 2,752,568 shares of common stock, the repayment/redemption of approximately $20.2 million of the prior owner's debt and preferred equity, the payment of approximately $0.1 million in cash to the prior investors, and approximately $0.4 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company entered into a $23.5 million mortgage loan secured by the property in connection with the Merger.

The following table provides additional information regarding total consideration for the properties acquired during 2021.

(in thousands)

 

 

 

Cash paid to prior owners

 

$

961

 

Value of common shares issued

 

 

14,892

 

Prior owner debt and preferred equity paid off at closing

 

 

20,649

 

Settlement of notes payable owed to properties

 

 

(700

)

Transaction costs

 

 

1,323

 

Cash acquired in acquisition

 

 

(1,743

)

Total Cost of Acquisition

 

$

35,382

 

The following table reflects the relative fair value of assets acquired and liabilities assumed related to the properties acquired during 2021.

(in thousands)

 

 

 

Land

 

$

10,884

 

Building

 

 

33,889

 

Building and site improvements

 

 

10,001

 

Intangible lease assets

 

 

14,816

 

Total real estate assets acquired

 

 

69,590

 

Other assets

 

 

3,977

 

Total assets acquired

 

 

73,567

 

Accounts payable and accrued liabilities

 

 

(4,674

)

Intangible lease liabilities

 

 

(1,502

)

Deferred tax liabilities

 

 

(495

)

Assumed mortgage indebtedness

 

 

(31,514

)

Total liabilities assumed

 

 

(38,185

)

Assets acquired net of liabilities assumed

 

$

35,382

 

 

Pending Midtown Row Acquisition

On December 21, 2021, the Company entered into a purchase and sale agreement with BBL Current Owner, LLC (“BBL Current”) to acquire a mixed-use property in Williamsburg, Virginia known as Midtown Row for a purchase price of $122.0 million in cash (the “Midtown Row Acquisition”). The Midtown Row Acquisition is subject to customary closing conditions, and the Company expects to close the Midtown Row Acquisition by the end of the second quarter of 2022. There can be no assurances that these conditions will be satisfied or that the Company will complete the Midtown Row Acquisition on the terms described herein or at all.

2020 Real Estate Acquisitions

On July 2, 2020, the Company completed the Merger to acquire Lamar Station Plaza East. Total consideration for the property included the issuance of 884,143 common shares, the payment of approximately $0.2 million in cash to the prior investors and approximately $0.1 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed a $2.5 million mortgage on the property and, on July 2, 2020, entered into a loan modification agreement that increased the maximum principal amount available under the assumed loan agreement to $4.1 million.

The following table provides additional information regarding the total consideration for the property.

 

(in thousands)

 

 

 

Cash paid to prior owners

 

$

175

 

Value of common shares issued

 

 

1,583

 

Transaction costs

 

 

70

 

Cash acquired in acquisitions

 

 

(44

)

Total Cost of Acquisitions

 

$

1,784

 

 

The following table reflects the relative fair value of assets acquired and liabilities assumed related to the property acquired by the Company in July 2020.

(in thousands)

 

 

 

Land

 

$

1,826

 

Building

 

 

2,095

 

Building and site improvements

 

 

592

 

Intangible lease assets

 

 

496

 

Total real estate assets acquired

 

 

5,009

 

Other assets

 

 

40

 

Total assets acquired

 

 

5,049

 

Accounts payable and accrued expenses

 

 

(523

)

Deferred tax liabilities

 

 

(224

)

Assumed mortgage and other indebtedness

 

 

(2,518

)

Total liabilities assumed

 

 

(3,265

)

Assets acquired net of liabilities assumed

 

$

1,784

 

On January 10, 2020, the Company completed the acquisition of the fee-simple interest in the land that the Cromwell Field Shopping Center is located on under a leasehold interest for approximately $2.3 million, which included less than $0.1 million of transaction costs that were capitalized since this transaction was accounted for as an asset acquisition. Upon acquisition of the land, the Company leased the land to the owner of the Cromwell Field Shopping Center pursuant to a ground lease. Once the Company completed the Merger to acquire the Cromwell Field Shopping Center leasehold interest, the ground lease was terminated. The Company had a mortgage on the land of approximately $1.4 million.