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, 2023, the Company had gross real estate assets of $373.9 million (gross real estate properties less gross real estate intangibles liabilities) 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, 2023
Avondale Shops	Washington, D.C.	$	8,422
Brookhill Azalea Shopping Center	Richmond, VA		18,290
Cromwell Field Shopping Center	Glen Burnie, MD		20,287
Coral Hills Shopping Center	Capitol Heights, MD		16,680
Crestview Square Shopping Center	Landover Hills, MD		18,699
The Shops at Greenwood Village	Greenwood Village, CO		31,611
Highlandtown Village Shopping Center	Baltimore, MD		7,450
Hollinswood Shopping Center	Baltimore, MD		24,587
Lamar Station Plaza East	Lakewood, CO		8,737
Lamar Station Plaza West	Lakewood, CO		23,762
Midtown Colonial	Williamsburg, VA		17,585
Midtown Lamonticello	Williamsburg, VA		16,047
Midtown Row	Williamsburg, VA		126,816
Vista Shops at Golden Mile	Fredrick, MD		15,020
West Broad Commons Shopping Center	Richmond, VA		19,942
		$	373,935

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, 2023, the Company owned 85.7% of the Class A common units of limited partnership interest in its Operating Partnership (“Common OP units”) and Series A preferred units of limited partnership interest in its 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.

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 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 became 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.

On November 23, 2022, the Company completed the last Merger whereby it acquired Lamar Station Plaza West. The Company terminated the merger agreement related to the Cypress Point property due to the performance of the property.

As consideration for the Mergers, the Company issued an aggregate 28,744,641 shares of common stock and 3,401,433 Common 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.

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.

As of December 31, 2022, we disclosed debt of approximately $95.5 million that was scheduled to mature within twelve months of the date that the financial statements as of and for the year ended December 31, 2022 were issued, which created substantial doubt about the Company’s ability to continue as a going concern. This debt included three mortgage loans with a combined principal balance outstanding of approximately $28.6 million and the Basis Term Loan (as defined below) with an outstanding balance of $66.9 million, in each case as of December 31, 2022. However, as discussed below, substantial doubt about the Company’s ability to continue as a going concern was alleviated through management’s plans as of December 31, 2023. In July 2023, the Company sold one of the properties that was collateral for the Basis Term Loan and used the proceeds from the sale to repay $17.4 million of the outstanding principal balance of the Basis Term Loan. During the year ended December 31, 2023, the Company also refinanced three loans that were collateral for the Basis Term Loan and repaid $41.0 million of the Basis Term Loan with proceeds from the new mortgage loans. As of December 31, 2023, the remaining outstanding balance on the Basis Term Loan was $8.5 million. Also, during the year ended December 31, 2023, the Company sold one of the three properties that was the collateral for a mortgage loan and used the proceeds to repay the outstanding mortgage loan. On May 3, 2023, the Company refinanced one of the three mortgage loans and on June 28, 2023, the loan agreement for the third mortgage loan was amended and the maturity date was extended to June 24, 2024. As discussed below, in February 2024, the Company refinanced this mortgage loan.

As of December 31, 2023, the Company had three mortgage loans on three properties with a combined principal balance outstanding of approximately $32.9 million that mature within twelve months of the date that these financial statements are issued. One of the mortgage loans with a balance of $11.3 million as of December 31, 2023 was refinanced on February 8, 2024. The Company is seeking to refinance the remaining loans prior to maturity in December 2024 and January 2025.

In addition, the Basis Term Loan has an outstanding balance of $8.5 million and matures on July 1, 2024. The Company exercised all its extension options and is in discussions with other parties to refinance the Basis Term Loan with new loans. As of March 25, 2024, the Company has executed a nonbinding term sheet with a lender to refinance the Basis Term Loan. The lender is in the process of completing due diligence, and the Company is in the process of fulfilling the closing requirements. The Company expects to close the new loan in the second quarter of 2024. There can be no assurances that the Company will be successful in its efforts to refinance the Basis Term Loan on favorable terms, on the expected timeline or at all. If the Company fails to refinance or otherwise repay the Basis Term Loan 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 (as defined below) under the Eagles Sub-OP Operating Agreement (as defined below), upon which the Fortress Member (as defined below) 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.

In addition to its efforts to refinance the Basis Term Loan as previously described, management is in discussions with the current lenders as well as various other lenders to extend or refinance the other two mortgage loans prior to maturity. Although the Company has a history of demonstrating its ability to successfully refinance its loans as they come due, there can be no assurances that the Company will be successful in its efforts to refinance the loans on favorable terms or at all. While it is not the Company’s current plan, the Company also has the option to sell properties securing the loans and use the proceeds to satisfy the outstanding loan obligations. If the Company is ultimately unable to refinance these loans or sell the properties prior to maturity, the lenders have the right to place the loans in default and ultimately foreclose on the properties securing the loans. Under this circumstance, the Company would not have any further financial obligations to the lenders as the current estimated market values of these properties are in excess of the outstanding loan balances.

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 December 31, 2023.