UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 8, 2023, the registrant had
BROAD STREET REALTY, INC. AND SUBSIDIARIES
Table of Contents
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PART I. |
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Item 1. |
3 |
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3 |
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4 |
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6 |
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8 |
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10 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
27 |
Item 3. |
46 |
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Item 4. |
46 |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
47 |
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Item 4. |
47 |
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Item 5. |
47 |
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Item 6. |
48 |
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49 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BROAD STREET REALTY, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
(Unaudited)
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September 30, 2023 |
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December 31, 2022 |
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(audited) |
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Assets |
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Real estate properties |
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Land |
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$ |
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Building and improvements |
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Intangible lease assets |
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Construction in progress |
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Furniture and equipment |
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Less accumulated depreciation and amortization |
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Total real estate properties, net |
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Cash and cash equivalents |
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Restricted cash |
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Straight-line rent receivable |
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Tenant and accounts receivable, net of allowance of $ |
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Derivative assets |
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Other assets, net |
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Total Assets |
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$ |
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$ |
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Liabilities and Equity |
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Liabilities |
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Mortgage and other indebtedness, net (includes $ |
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$ |
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$ |
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Accounts payable and accrued liabilities |
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Unamortized intangible lease liabilities, net |
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Payables due to related parties |
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Deferred tax liabilities |
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Deferred revenue |
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Total liabilities |
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Temporary Equity |
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Redeemable noncontrolling Fortress preferred interest |
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Permanent Equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Total Broad Street Realty, Inc. stockholders' equity |
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Noncontrolling interest |
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Total permanent equity |
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Total Liabilities, Temporary Equity and Permanent Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
BROAD STREET REALTY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenues |
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Rental income |
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$ |
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$ |
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$ |
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$ |
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Commissions |
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Management fees and other income |
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Total revenues |
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Operating Expenses |
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Cost of services |
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Depreciation and amortization |
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Property operating |
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Impairment of real estate assets |
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Impairment of real estate assets held for sale |
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Bad debt expense |
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General and administrative |
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Total operating expenses |
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(Loss) gain on disposal of property |
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Operating (loss) income |
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Other income (expense) |
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Interest and other income |
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Derivative fair value adjustment |
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Net (loss) gain on fair value change of debt held under the fair value option |
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Interest expense |
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Loss on extinguishment of debt |
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Other expense |
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Total other expense |
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( |
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( |
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Net loss before income taxes |
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( |
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( |
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Income tax benefit |
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Net loss |
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$ |
( |
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$ |
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$ |
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$ |
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Less: Preferred equity return on Fortress preferred equity |
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Less: Preferred equity accretion to redemption value |
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Less: Preferred OP units return |
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Plus: Net loss attributable to noncontrolling interest |
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Net loss attributable to common stockholders |
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$ |
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$ |
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$ |
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$ |
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Net loss attributable to common stockholders per share |
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Basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding |
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Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
BROAD STREET REALTY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Net loss |
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$ |
( |
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$ |
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$ |
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$ |
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Other comprehensive income: |
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Change in fair value due to credit risk on debt held under the fair value option |
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Total other comprehensive income |
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Comprehensive loss |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
BROAD STREET REALTY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Equity
(in thousands, except share amounts)
(Unaudited)
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Preferred Stock |
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Common Stock |
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Shares |
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Par Value |
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Shares |
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Par Value |
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Additional |
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Accumulated |
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Accumulated Other Comprehensive Income |
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Non- |
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Total Equity |
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Balance at December 31, 2021 |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
— |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Tax effect of change in ownership percentage of OP |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Balance at March 31, 2022 |
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— |
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— |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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Grants of restricted stock |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Forfeiture of restricted stock |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Shares surrendered for taxes upon vesting |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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Balance at June 30, 2022 |
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— |
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( |
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— |
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( |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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( |
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— |
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Forfeiture of restricted stock |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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Balance at September 30, 2022 |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
— |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
BROAD STREET REALTY, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Equity (Continued)
(in thousands, except share amounts)
(Unaudited)