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Note 1 - Organization and Nature of Business
12 Months Ended
Dec. 31, 2024
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 December 31, 2024, the Company had gross real estate assets of $375.2 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, 2024

 

Avondale Shops

 

Washington, D.C.

 

$

8,381

 

Brookhill Azalea Shopping Center

 

Richmond, VA

 

 

18,307

 

Cromwell Field Shopping Center

 

Glen Burnie, MD

 

 

20,002

 

Coral Hills Shopping Center

 

Capitol Heights, MD

 

 

16,680

 

Crestview Square Shopping Center

 

Landover Hills, MD

 

 

18,707

 

The Shops at Greenwood Village

 

Greenwood Village, CO

 

 

31,523

 

Highlandtown Village Shopping Center

 

Baltimore, MD

 

 

7,450

 

Hollinswood Shopping Center

 

Baltimore, MD

 

 

24,816

 

Lamar Station Plaza East

 

Lakewood, CO

 

 

8,747

 

Lamar Station Plaza West

 

Lakewood, CO

 

 

24,738

 

Midtown Colonial

 

Williamsburg, VA

 

 

17,932

 

Midtown Lamonticello

 

Williamsburg, VA

 

 

16,020

 

Midtown Row

 

Williamsburg, VA

 

 

126,817

 

Vista Shops at Golden Mile

 

Fredrick, MD

 

 

15,140

 

West Broad Commons Shopping Center

 

Richmond, VA

 

 

19,964

 

 

 

 

$

375,224

 

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, 2024, the Company owned 86.4% 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 11 mergers on such date (the “Initial Mergers”) pursuant to which we acquired certain of our subsidiaries, and operates as a single reporting segment.

Liquidity and Management’s Plan

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 depends substantially on financing activities to provide it with the liquidity and capital resources needed to meet its working capital requirements and to make capital investments in connection with ongoing operations. 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, 2024, the Company had three mortgage loans on three properties with a combined principal balance outstanding of approximately $24.0 million that mature within twelve months of the date that these consolidated financial statements are issued. The maturity date of one of the mortgage loans with a balance of $9.2 million as of December 31, 2024 was extended on January 31, 2025 to April 30, 2025. On March 27, 2025, the maturity date of one of the mortgage loans with a balance of $12.1 million as of December 31, 2024 was extended to June 1, 2025. The Company sought only short-term extensions with the current lenders for these loans because the Company is separately working with another third party to refinance the loans prior to the extended maturity dates. 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 (“OTCQX”), 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. Further, on January 31, 2025, OTC Markets Inc. informed the Company that it no longer met the Standards for Continued Qualification for the OTCQX U.S. tier as a result of the bid price for our common stock being below $0.10 for more than 30 consecutive calendar days. The Company has a cure period of 90 calendar days, or until May 1, 2025, to regain compliance, during which the bid price must be at least $0.10 for 10 consecutive trading days. Furthermore, on February 5, 2025, OTC Markets Inc. informed the Company that it no longer met the Standards for Continued Qualification for the OTCQX U.S. tier as a result of its market capitalization staying below $5 million for more than 30 consecutive days. The Company has a cure period of 90 calendar days, or until May 5, 2025, to regain compliance, during which its market capitalization must be at least $5 million for 10 consecutive trading days. If the Company fails to regain compliance with the foregoing requirements during the respective cure periods, trading in the Company’s common stock will be moved from OTCQX to either the OTCQB Market or the OTC Pink Market, which may result in a less active trading market for the Company’s common stock. Moreover, 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 agreement with the Fortress Member (as defined below), on May 21, 2024, the Company agreed with the Fortress Member that, after revision of the total yield calculation as of March 31, 2024, the Company did not meet the minimum total yield requirement under the Eagles Sub-OP Operating Agreement, which would have been a Trigger Event. Effective May 21, 2024, the Fortress Member and the Operating Partnership entered into a temporary waiver agreement to waive the total yield failure and the existence of the Trigger Event until such time as the Fortress Member elects to revoke such waiver.

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, 2024.