Broad Street Realty, Inc. [BRST] Filings

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q 1 brst-20220930.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐	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: 001-09043

BROAD STREET REALTY, INC.

(Exact name of registrant as specified in its charter)


Delaware	36-3361229
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7250 Woodmont Ave, Suite 350 Bethesda, Maryland	20814
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 828-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

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 7, 2022, the registrant had 32,270,452 shares of common stock outstanding.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Condensed and Unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
	Signatures	45

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	September 30, 2022			December 31, 2021
	(unaudited)
Assets
Real estate properties
Land	$	49,413		$	49,341
Building and improvements		174,341			171,894
Intangible lease assets		35,289			35,435
Construction in progress		2,751			1,247
Less accumulated depreciation and amortization		(36,605	)		(23,683	)
Total real estate properties, net		225,189			234,234

Cash and cash equivalents		1,559			2,786
Restricted cash		5,197			8,238
Tenant and accounts receivable, net of allowance of $122 and $75, respectively		1,424			1,812
Other assets, net		10,200			4,599
Total Assets	$	243,569		$	251,669

Liabilities and Equity
Liabilities
Mortgage and other indebtedness, net	$	179,136		$	178,982
Accounts payable and accrued liabilities		13,427			11,384
Unamortized intangible lease liabilities, net		1,645			2,729
Payables due to related parties		997			626
Deferred tax liabilities		6,513			8,964
Deferred revenue		694			860
Total liabilities		202,412			203,545

Commitments and contingencies

Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized: Series A preferred stock, 20,000 shares authorized, 500 shares issued and outstanding at each of September 30, 2022 and December 31, 2021		—			—
Common stock, $0.01 par value, 50,000,000 shares authorized, 32,270,452 and 31,873,428 issued and outstanding at September 30, 2022 and December 31, 2021, respectively		323			319
Additional paid in capital		71,877			70,022
Accumulated deficit		(27,354	)		(19,543	)
Total Broad Street Realty, Inc. stockholders' equity		44,846			50,798
Noncontrolling interest		(3,689	)		(2,674	)
Total equity		41,157			48,124
Total Liabilities and Equity	$	243,569		$	251,669

The accompanying notes are an integral part of these consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues
Rental income	$	7,369		$	5,875		$	21,034		$	14,629
Commissions		413			854			2,142			2,060
Management fees and other income		149			278			450			934
Total revenues		7,931			7,007			23,626			17,623
Operating Expenses
Cost of services		315			557			1,588			1,346
Depreciation and amortization		4,029			3,426			12,240			8,415
Property operating		1,926			1,426			5,924			3,873
Bad debt expense (recoveries)		12			(31	)		47			15
General and administrative		3,053			2,781			10,150			7,844
Total operating expenses		9,335			8,159			29,949			21,493
Operating loss		(1,404	)		(1,152	)		(6,323	)		(3,870	)

Other income (expense)
Interest and other income		—			1			26			8
Derivative fair value adjustment		1,249			50			3,819			261
Interest expense		(3,073	)		(2,387	)		(8,346	)		(7,346	)
Gain on extinguishment of debt		—			773			—			1,530
Other expense		(9	)		—			(15	)		(12	)
Total other expense		(1,833	)		(1,563	)		(4,516	)		(5,559	)

Income tax benefit		795			673			2,309			2,316
Net loss	$	(2,442	)	$	(2,042	)	$	(8,530	)	$	(7,113	)
Plus: Net loss attributable to noncontrolling interest		202			222			719			886
Net loss attributable to common stockholders	$	(2,240	)	$	(1,820	)	$	(7,811	)	$	(6,227	)

Net loss attributable to common stockholders per share
Basic and diluted	$	(0.07	)	$	(0.06	)	$	(0.24	)	$	(0.25	)

Weighted average shares outstanding
Basic and diluted		32,079,861			28,825,677			32,030,500			25,399,433

The accompanying notes are an integral part of these consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Consolidated Statements of Equity

(in thousands, except share amounts)

(Unaudited)


	Preferred Stock				Common Stock
	Shares		Par Value		Shares			Par Value		Additional Paid-In Capital			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2020		500	$	—		22,624,679		$	225	$	54,622		$	(10,035	)	$	(1,328	)	$	43,484
Stock-based compensation		—		—		—			—		21			—			—			21
Tax effect of change in ownership percentage of OP		—		—		—			—		(16	)		—			—			(16	)
Net loss		—		—		—			—		—			(1,677	)		(265	)		(1,942	)
Balance at March 31, 2021		500		—		22,624,679			225		54,627			(11,712	)		(1,593	)		41,547
Issuance of common stock		—		—		6,331,162			63		7,797			—			—			7,860
Grants of restricted stock		—		—		90,517			—		—			—			—			—
Shares surrendered for taxes upon vesting		—		—		(7,136	)		—		(21	)		—			—			(21	)
Issuance of warrants		—		—		—			—		22			—			—			22
Stock-based compensation		—		—		—			2		121			—			—			123
Tax effect of change in ownership percentage of OP		—		—		—			—		(4	)		—			—			(4	)
Net loss		—		—		—			—		—			(2,730	)		(399	)		(3,129	)
Balance at June 30, 2021		500		—		29,039,222			290		62,542			(14,442	)		(1,992	)		46,398
Stock-based compensation		—		—		—			—		76			—			—			76
Net loss		—		—		—			—		—			(1,820	)		(222	)		(2,042	)
Balance at September 30, 2021		500	$	—		29,039,222		$	290	$	62,618		$	(16,262	)

Broad Street Realty, Inc. [BRST] Filings
10-Q	[2022-11-14]
10-Q	[2022-08-15]
10-Q	[2022-05-16]
10-K	[2022-04-15]
10-Q	[2021-11-15]
10-Q	[2021-08-16]
10-Q	[2021-05-17]
10-K	[2021-04-15]
10-Q	[2021-04-15]
10-Q	[2021-04-15]
10-Q	[2021-04-15]
10-K	[2020-12-22]
10-Q	[2019-11-12]
10-Q	[2019-08-12]
10-Q	[2019-05-14]
10-K	[2019-04-11]
10-Q	[2018-11-13]
10-Q	[2018-08-03]
10-Q	[2018-05-14]
10-K	[2018-04-02]
10-Q	[2017-11-20]
10-Q	[2017-08-14]
10-Q	[2017-05-15]
10-K	[2017-03-31]
10-Q	[2016-11-14]
10-Q	[2016-08-12]
10-Q	[2016-05-13]
10-K	[2016-03-22]
10-Q	[2015-11-06]
10-Q	[2015-08-05]
10-Q	[2015-05-13]
10-K	[2015-03-25]
10-Q	[2014-11-19]
10-Q	[2014-08-14]
10-Q	[2014-05-15]
10-K	[2014-03-27]
10-Q	[2013-11-13]
10-Q	[2013-08-02]
10-Q	[2013-08-01]
10-K	[2013-03-25]
10-Q	[2012-11-19]
10-Q	[2012-08-14]
10-Q	[2012-05-15]
10-K	[2012-03-28]