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Note 3 - Real Estate
12 Months Ended
Dec. 31, 2022
Real Estate [Abstract]  
Real Estate

Note 3 – Real Estate

2022 Real Estate Acquisitions

On November 23, 2022, the Company completed the acquisition of the mixed-use property known as Midtown Row. As consideration for Midtown Row, the Company paid $118.7 million in cash and the Operating Partnership issued 448,180 Common OP units and 1,842,917 Preferred OP units. The cash portion of the purchase price was funded with proceeds generated from a $76.0 million mortgage loan secured by the property, a $15.0 million mezzanine loan and $28.4 million from the Fortress Preferred Equity Investment (as defined below). The Company incurred approximately $1.4 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition.

In addition, on November 23, 2022, the Company completed the Merger to acquire Lamar Station Plaza West. Total consideration for the property included the issuance of 573,529 Common OP units and the repayment of approximately $7.8 million bonds and loans held by Lamont Street Partners, LLC (“Lamont Street”). In connection with the Merger, the Company incurred approximately $0.3 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company also assumed the $15.5 million mortgage loan secured by the property and issued Lamont Street warrants to purchase 500,000 shares of the Company's common stock.

The following table provides additional information regarding total consideration for the properties acquired during 2022.

(in thousands)

 

 

 

Cash paid to prior owners using Preferred Equity Investment

 

$

28,426

 

Cash paid to prior owners

 

 

450

 

Fair value of Common OP units issued

 

 

807

 

Fair value of Preferred OP units issued

 

 

4,220

 

Fair value of warrants issued

 

 

391

 

Prior owner debt paid off at closing using Preferred Equity Investment

 

 

7,759

 

Cash paid to prior owners using net proceeds from mortgage and mezzanine debt

 

 

89,750

 

Transaction costs

 

 

1,750

 

Cash acquired in acquisition

 

 

(943

)

Total Cost of Acquisition

 

$

132,610

 

 

The following table reflects the relative fair value of assets acquired and liabilities assumed related to the properties acquired during 2022.

(in thousands)

 

 

 

Land

 

$

16,734

 

Building

 

 

116,908

 

Building and site improvements

 

 

6,459

 

Intangible lease assets

 

 

5,939

 

Furniture and equipment

 

 

1,681

 

Total real estate assets acquired

 

 

147,721

 

Other assets

 

 

3,645

 

Total assets acquired

 

 

151,366

 

Accounts payable and accrued liabilities

 

 

(3,077

)

Intangible lease liabilities

 

 

(213

)

Assumed mortgage indebtedness

 

 

(15,466

)

Total liabilities assumed

 

 

(18,756

)

Assets acquired net of liabilities assumed

 

$

132,610

 

On February 8, 2022, the Company entered into a purchase and sale agreement (the “Initial Colfax Agreement”) to acquire a parcel for a purchase price of $2.5 million in cash. On July 1, 2022, the Initial Colfax Agreement automatically terminated in accordance with its terms as a result of the closing not occurring by June 30, 2022. In connection with the termination of the Initial Colfax Agreement, the Company forfeited its $0.3 million deposit. During the year ended December 31, 2022, the Company recognized approximately $0.3 million of real estate related acquisition costs within general and administrative in its consolidated statements of operations related to the forfeiture of the deposit.

On September 29, 2022, the Company entered into a second purchase and sale agreement (the “Second Colfax Agreement”) to acquire the above land parcel for $2.3 million in cash (the “Colfax Parcel Acquisition”). Pursuant to the Second Colfax Agreement, the Company made a deposit of $0.1 million in October 2022. On November 23, 2022, the Company completed the Colfax Parcel Acquisition and recorded approximately $0.1 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition.

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 the 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 acquisitions

 

 

(1,743

)

Total Cost of Acquisitions

 

$

35,382

 

 

The following table reflects the relative fair value of assets acquired and liabilities assumed related to the properties acquired by the Company 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 expenses

 

 

(4,674

)

Intangible lease liabilities

 

 

(1,502

)

Deferred tax liabilities

 

 

(495

)

Assumed mortgage and other indebtedness

 

 

(31,514

)

Total liabilities assumed

 

 

(38,185

)

Assets acquired net of liabilities assumed

 

$

35,382