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Note 1 - Organization and Nature of Business
9 Months Ended
Sep. 30, 2021
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 a fully integrated real estate company that owns, operates, develops and redevelops primarily grocery-anchored shopping centers, street retail-based properties and mixed-use assets in the Mid-Atlantic and Denver, Colorado markets. As of September 30, 2021, the Company had real estate assets of $225.7 million, gross, in 14 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 September 30, 2021, the Company owned 91.1% of the units of limited partnership interest in its Operating Partnership (“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).

Merger with MedAmerica Properties Inc.

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 17 separate entities that owned the properties acquired by the Company in the Initial Mergers (as defined below) and to be acquired in the additional Mergers (as defined below) (the “Broad Street Entities”). The Merger Agreements relate to a series of 19 mergers (“Mergers”) whereby BSR, BSV and each Broad Street Entity has or will become 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 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. The Company closed three additional Mergers whereby it acquired the Highlandtown Village Shopping Center, Cromwell Field Shopping Center and Spotswood Valley Square Shopping Center on May 21, 2021, May 26, 2021, and June 4, 2021, respectively. On October 6, 2021, the Company closed on one Merger whereby it acquired The Shops at Greenwood Village.

As consideration for the Mergers that have closed as of the date of the issuance of these financial statements, the Company has issued an aggregate 28,744,641 shares of common stock and 2,827,904 OP units to prior investors in the Broad Street Entities party to the Mergers. 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.

As of the date of the issuance of these financial statements, there are two Mergers that have not been completed. The Company expects to issue an aggregate of 1,317,055 shares of common stock and 573,529 OP units as consideration for the additional Mergers as agreed to in the Merger Agreements. Until the closing of the remaining Mergers, the Company will continue to manage these two properties and receive management fees.

Liquidity and Management’s Plan

The Company’s properties are located in areas that have been subject to shelter-in-place orders and restrictions on the types of businesses that may operate due to the COVID-19 pandemic. 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, and the government-imposed measures have resulted in significant disruptions to the Company and its tenants’ businesses. The Company has observed the impact of COVID-19 manifest in the form of limited operations among its tenants, which has resulted, and may in the future result in, a decline in on-time rental payments and increased requests from tenants for temporary rental relief. Throughout the COVID-19 pandemic, the Company put into place actions to improve its financial position and maximize liquidity, as described further in “Note 1—Liquidity and Management’s Plan” to the Company’s financial statements included in its 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. The Company’s contractual rent collections have generally returned to pre-COVID results, and the Company continues to maintain ongoing communications and work with its tenants to collect prior deferred rent and to monitor any additional disruptions to their business. 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 mortgages 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 its debt.

Specifically, the Company has two mortgage loans and a mezzanine loan on two properties with a combined principal balance outstanding of approximately $17.2 million that mature during the next twelve months. The Company does not project that it will have sufficient cash flow available to pay off the mortgage and mezzanine loans upon maturity and will seek to refinance the loans prior to maturity in July 2022 and November 2022. There can be no assurances that the Company will be successful in the refinance of the mortgage and mezzanine loans on favorable terms or at all. If the Company is unable to refinance the mortgage and mezzanine 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 obligation to the lenders as the value of the properties are in excess of the outstanding loan balances.

Based on the scenario described above, the Company believes that it is probable that it will be able to generate sufficient liquidity to satisfy its obligations over the next twelve months.