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Note 1 - Organization and Nature of Business
6 Months Ended
Jun. 30, 2025
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. In addition, the Company provides commercial real estate brokerage services for 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 June 30, 2025, the Company owned 86.3% 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

Historically, the Company’s rental revenue and operating results depended significantly on the occupancy levels at the properties owned by Broad Street Eagles JV LLC (the “Eagles Sub-OP”) and the ability of its tenants to meet their rent and other obligations to the Eagles Sub-OP. As a result of the Rescission and Removal Notice (as defined below), the Company no longer consolidates the Eagles Sub-OP in its financial statements and its sources of revenue are solely commissions and management fees and other income, and the Company is dependent on cash flows from the Eagles Sub-OP to meet its working capital requirements in connection with ongoing operations. The Company projects it will not have sufficient cash flow to cover its obligations over the next twelve months.

On May 21, 2024, the Company agreed with CF Flyer PE Investor LLC (the “Fortress Member”), an affiliate of Fortress Investment Group LLC (“Fortress”), 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 Amended and Restated Limited Liability Company Agreement (the “Eagles Sub-OP Operating Agreement”) of the Eagles Sub-OP, by and between the Operating Partnership and the Fortress Member, which would constitute a Trigger Event (as defined in the Eagles Sub-OP Operating Agreement). Effective May 21, 2024, the Fortress Member and the Operating Partnership entered into a temporary waiver agreement (the “Temporary Waiver”) to waive the total yield failure and the existence of the Trigger Event until such time as the Fortress Member elected to revoke such waiver, which the Fortress Member was entitled to do at any time in its sole discretion. On April 8, 2025, the Fortress Member rescinded the Temporary Waiver and removed the Operating Partnership as the managing member of the Eagles Sub-OP in accordance with the terms of the Eagles Sub-OP Operating Agreement (the “Rescission and Removal Notice”). As a result of the Rescission and Removal Notice, the Fortress Member automatically became the managing member of the Eagles Sub-OP in accordance with the terms of the Eagles Sub-OP Operating Agreement. The Rescission and Removal Notice also resulted in (i) the removal of any representatives of the Operating Partnership serving on any board of management of a subsidiary of the Eagles Sub-OP and (ii) the rescission of the rights of any agent or officer of the Eagles Sub-OP designated by the Operating Partnership, as the managing member of the Eagles Sub-OP. As such, the Company deconsolidated the Eagles Sub-OP during the second quarter of 2025 and accounted for its investment in the Eagles Sub-OP using the equity method of accounting in accordance with Accounting Standards Codification (“ASC”) 323, Investments—Equity Method and Joint Ventures (“ASC 323”) at the time of deconsolidation. This change will affect comparability of our results compared to prior periods. The Company did not apply liquidation basis of accounting as the Company believes liquidation is not imminent and it is management’s intention to keep the Company active. The deconsolidation of the Eagles Sub-OP also does not qualify for discontinued operations as this is not a strategic shift in the Company’s operations and the entire portfolio of the Eagles Sub-OP does not meet held for sale criteria under ASC 205-20-45-1E.

All of the properties that the Company historically consolidated in its financial statements are owned by subsidiaries of the Eagles Sub-OP. As a result of the Rescission and Removal Notice, the Fortress Member has full control of all cash accounts owned by the Eagles Sub-OP and its subsidiaries, which accounts hold substantially all of the cash the Company historically consolidated in its consolidated financial statements. Any use of such cash by the Company or the Operating Partnership requires the consent of the Fortress Member, and the Company can provide no assurance that the Fortress Member will provide such consent. On May 20, 2025, the Fortress Member informed the Company’s board of directors that it will fund the Company’s general and administrative expenses for key personnel, licenses, software and other expenses to be approved by the Fortress Member for the next two months, up to a total of $750,000, after which the Fortress Member will determine the appropriate next steps. The Company and the Fortress Member are currently in discussions regarding the future funding arrangement for the Company’s general and administrative expenses for key personnel, licenses, software and other expenses, but the Company can provide no assurance that the Fortress Member will approve such funding. As of August 18, 2025, the Company had unrestricted cash and cash equivalents of approximately $0.4 million and expects

the average cash burn to be approximately $0.4 million per month. All property management and servicing agreements between the Company and the subsidiaries of Eagles Sub-OP were terminated at the close of business on June 30, 2025.

The Fortress Member, in its capacity as managing member of Eagles Sub-OP, is currently marketing properties owned by the Eagles Sub-OP for sale to third-party buyers unaffiliated with the Fortress Member and intends to do so until the Preferred Equity Investment (as defined below) has been redeemed for the Redemption Amount (as defined in the Eagles Sub-OP Operating Agreement) and the entire outstanding principal balance of the Fortress Mezzanine Loan (as defined below) and the Prepayment Premium (as defined below) has been repaid. The Company can provide no assurances as to the timing of the sales of the properties or that the properties will be successfully sold. In addition, the Company is seeking third-party equity and/or debt financing to pay off the Preferred Equity Investment and the Fortress Mezzanine Loan and to fund ongoing expenses; however, the Company can provide no assurances that it will be successful in obtaining such equity or debt financing. As of June 30, 2025, the Redemption Amount was $115.1 million and the outstanding principal balance of the Fortress Mezzanine Loan and the Prepayment Premium was $18.9 million.

Based on the above and that there is no assurance that the Fortress Member will provide distributions from the Eagles Sub-OP to cover operating expenses, there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that these condensed consolidated financial statements are available to be issued. The Company’s ability to continue as a going concern is dependent on the Company’s ability to find third-party equity and/or debt financing to pay off the Preferred Equity Investment and the Fortress Mezzanine Loan or the Company’s and the Fortress Member’s ability to sell properties as described above. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company cannot obtain third-party equity and/or debt financing or if the Company and the Fortress Member cannot sell properties as described above, the Company will not be able to satisfy its debt and preferred equity obligations. The accompanying condensed 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.