XML 17 R8.htm IDEA: XBRL DOCUMENT v3.23.1
Note 1 - Organization and Nature of Business
3 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Business

Note 1 - Organization and Nature of Business

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 March 31, 2023, the Company had gross real estate assets of $411.7 million (gross real estate properties less gross real estate intangibles liabilities) in 17 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.

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 March 31, 2023, the Company owned 85.4% of the Class A common units of limited partnership interest in the Operating Partnership (“Common OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred OP units”) and, together with the Common OP units, “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.

Liquidity, Management’s Plan and Going Concern

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 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 mortgage loans secured by the Company’s properties that typically mature within three to five years of origination. The Company is currently in contact with lenders and brokers in the marketplace to restructure the Company’s debt.

Specifically, as of March 31, 2023, the Company had three mortgage loans on three properties with a combined principal balance outstanding of approximately $28.4 million that mature within twelve months of the date that these financial statements are issued. One of the mortgage loans with a balance of $5.2 million as of March 31, 2023 was refinanced on May 5, 2023. The Company projects that it will not have sufficient cash available to pay off the other mortgage loans upon maturity and is currently seeking to refinance the loans prior to maturity in June 2023 and July 2023. On May 16, 2023, the Company entered into a purchase and sale agreement to sell one of the properties for $23.0 million, which property secures a mortgage loan with an outstanding balance of $11.8 million as of March 31, 2023. There can be no assurances that the Company will be successful in its efforts to sell the property or refinance the mortgage loans on favorable terms or at all. If the Company is unable to sell the property or refinance these mortgage 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 estimated market value of these properties are in excess of the outstanding loan balances.

The Lamont Street Preferred Interest (as defined below) had an outstanding balance of $4.2 million as of March 31, 2023 and must be redeemed on or before September 30, 2023. The Lamont Street Redemption Date (as defined below) can be extended by the Company to September 30, 2024 and September 30, 2025, in each case subject to certain conditions and approval by Lamont Street (as defined below). There can be no assurance that the Company will be successful in exercising these extension options or refinancing the Lamont Street Preferred Interest prior to the Lamont Street Redemption Date. If the Company is unable to extend or refinance the Lamont Street Preferred Interest prior to the redemption date, Lamont Street may remove the Operating Partnership as the manager of the BSV Highlandtown and BSV Spotswood (each as defined below). On May 5, 2023, the Company redeemed $1.7 million of the Lamont Street Preferred Interest with proceeds from the refinancing of the loan secured by Highlandtown.

In addition, the Basis Term Loan (as defined below), has an outstanding balance of $66.9 million and matures on January 1, 2024, subject to the remaining one-year extension option that is subject to certain conditions, including a material adverse change clause, and approval by the lender. The Company exercised one of the one-year extension options and is in discussions with other parties to refinance the Basis Term Loan with new loans or preferred equity. On May 26, 2023, the Company entered into a purchase and sale agreement to sell one of the properties that secures the Basis Term Loan for $23.1 million. There can be no assurances, however, that the Company will be successful in exercising the remaining extension option, selling the property under contract or refinancing the Basis Term Loan prior to its 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 fails to refinance or otherwise repay the Basis Term Loan and the mortgage loan secured by Spotswood Valley Square Shopping Center, redeem the Lamont Street Preferred Interest and contribute the applicable properties to the Eagles Sub-OP (as defined below) by the applicable outside dates (as described below), it would be considered a trigger event under the Eagles Sub-OP

Operating Agreement (as defined below), upon which the Fortress Member has certain rights, including the right to cause the Eagles Sub-OP to redeem the Fortress Preferred Interest (as defined below). See Note 9 below.

Management is in discussions with various lenders to extend or refinance its debt prior to maturity, including the Basis Term Loan and the remaining Lamont Street 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 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 meet the capital and operating needs of its properties, satisfy its debt service obligations or pay dividends to its stockholders.

Under the Company's debt agreements, the Company is subject to certain covenants. 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. The Company was in compliance with all covenants under its debt agreements as of March 31, 2023.