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 ~~August 8,~~November 7, 2022, the registrant had ~~32,272,241~~32,270,452 shares of common stock outstanding.


	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
	(unaudited)						(unaudited)
Assets
Real estate properties
Land	$	49,413		$	49,341		$	49,413		$	49,341
Building and improvements		174,005			171,894			174,341			171,894
Intangible lease assets		35,289			35,435			35,289			35,435
Construction in progress		1,190			1,247			2,751			1,247
Less accumulated depreciation and amortization		(32,337	)		(23,683	)		(36,605	)		(23,683	)
Total real estate properties, net		227,560			234,234			225,189			234,234

Cash and cash equivalents		2,388			2,786			1,559			2,786
Restricted cash		8,277			8,238			5,197			8,238
Tenant and accounts receivable, net of allowance of $110 and $75, respectively		2,009			1,812
Tenant and accounts receivable, net of allowance of $122 and $75, respectively								1,424			1,812
Other assets, net		6,390			4,599			10,200			4,599
Total Assets	$	246,624		$	251,669		$	243,569		$	251,669

Liabilities and Equity
Liabilities
Mortgage and other indebtedness, net	$	179,262		$	178,982		$	179,136		$	178,982
Accounts payable and accrued liabilities		12,939			11,384			13,427			11,384
Unamortized intangible lease liabilities, net		1,980			2,729			1,645			2,729
Payables due to related parties		1,222			626			997			626
Deferred tax liabilities		7,308			8,964			6,513			8,964
Deferred revenue		695			860			694			860
Total liabilities		203,406			203,545			202,412			203,545

Commitments and contingencies		0			0

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 June 30, 2022 and December 31, 2021		0			0
Common stock, $0.01 par value, 50,000,000 shares authorized, 32,236,177 and 31,873,428 issued and outstanding at June 30, 2022 and December 31, 2021, respectively		322			319
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		71,386			70,022			71,877			70,022
Accumulated deficit		(25,114	)		(19,543	)		(27,354	)		(19,543	)
Total Broad Street Realty, Inc. stockholders' equity		46,594			50,798			44,846			50,798
Noncontrolling interest		(3,376	)		(2,674	)		(3,689	)		(2,674	)
Total equity		43,218			48,124			41,157			48,124
Total Liabilities and Equity	$	246,624		$	251,669		$	243,569		$	251,669

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


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2022			2021			2022			2021
Revenues
Rental income	$	6,938		$	4,816		$	13,665		$	8,754		$	7,369		$	5,875		$	21,034		$	14,629
Commissions		1,281			571			1,729			1,206			413			854			2,142			2,060
Management fees and other income		174			311			301			656			149			278			450			934
Total revenues		8,393			5,698			15,695			10,616			7,931			7,007			23,626			17,623
Operating Expenses
Cost of services		900			446			1,273			789			315			557			1,588			1,346
Depreciation and amortization		4,094			2,676			8,211			4,989			4,029			3,426			12,240			8,415
Property operating		1,913			1,197			3,998			2,447			1,926			1,426			5,924			3,873
Real estate related acquisition costs		529			0			529			0
Bad debt expense (recoveries)		6			(9	)		35			46			12			(31	)		47			15
General and administrative		2,870			2,477			6,568			5,063			3,053			2,781			10,150			7,844
Total operating expenses		10,312			6,787			20,614			13,334			9,335			8,159			29,949			21,493
Operating loss		(1,919	)		(1,089	)		(4,919	)		(2,718	)		(1,404	)		(1,152	)		(6,323	)		(3,870	)

Other income (expense)
Interest and other income		15			7			26			7			—			1			26			8
Derivative fair value adjustment		805			20			2,570			211			1,249			50			3,819			261
Interest expense		(2,685	)		(3,081	)		(5,273	)		(4,959	)		(3,073	)		(2,387	)		(8,346	)		(7,346	)
Gain on extinguishment of debt		0			0			0			757			—			773			—			1,530
Other expense		(1	)		(5	)		(6	)		(12	)		(9	)		—			(15	)		(12	)
Total other expense		(1,866	)		(3,059	)		(2,683	)		(3,996	)		(1,833	)		(1,563	)		(4,516	)		(5,559	)

Income tax benefit		887			1,019			1,514			1,643			795			673			2,309			2,316
Net loss	$	(2,898	)	$	(3,129	)	$	(6,088	)	$	(5,071	)	$	(2,442	)	$	(2,042	)	$	(8,530	)	$	(7,113	)
Plus: Net loss attributable to noncontrolling interest		270			399			517			664			202			222			719			886
Net loss attributable to common stockholders	$	(2,628	)	$	(2,730	)	$	(5,571	)	$	(4,407	)	$	(2,240	)	$	(1,820	)	$	(7,811	)	$	(6,227	)

Net loss attributable to common stockholders per share
Basic and diluted	$	(0.08	)	$	(0.11	)	$	(0.17	)	$	(0.19	)	$	(0.07	)	$	(0.06	)	$	(0.24	)	$	(0.25	)

Weighted average shares outstanding
Basic and diluted		32,043,824			24,831,316			32,005,410			23,657,916			32,079,861			28,825,677			32,030,500			25,399,433

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


	Preferred Stock				Common Stock																	Preferred Stock				Common Stock
	Shares		Par Value		Shares			Par Value		Additional Paid-In Capital			Accumulated Deficit			Non- controlling Interest			Total Equity			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			500	$	—		22,624,679		$	225	$	54,622		$	(10,035	)	$	(1,328	)	$	43,484
Stock-based compensation		—		—		—			—		21			—			—			21			—		—		—			—		21			—			—			21
Tax effect of change in ownership percentage of OP		—		—		—			—		(16	)		—			—			(16	)		—		—		—			—		(16	)		—			—			(16	)
Net loss		—		—		—			—		—			(1,677	)		(265	)		(1,942	)		—		—		—			—		—			(1,677	)		(265	)		(1,942	)
Balance at March 31, 2021		500		—		22,624,679			225		54,627			(11,712	)		(1,593	)		41,547			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			—		—		6,331,162			63		7,797			—			—			7,860
Grants of restricted stock		—		—		90,517			—		—			—			—			—			—		—		90,517			—		—			—			—			—
Shares surrendered for taxes upon vesting		—		—		(7,136	)		—		(21	)		—			—			(21	)		—		—		(7,136	)		—		(21	)		—			—			(21	)
Issuance of warrants		—		—		—			—		22			—			—			22			—		—		—			—		22			—			—			22
Stock-based compensation		—		—		—			2		121			—			—			123			—		—		—			2		121			—			—			123
Tax effect of change in ownership percentage of OP		—		—		—			—		(4	)		—			—			(4	)		—		—		—			—		(4	)		—			—			(4	)
Net loss		—		—		—			—		—			(2,730	)		(399	)		(3,129	)		—		—		—			—		—			(2,730	)		(399	)		(3,129	)
Balance at June 30, 2021		500	$	—		29,039,222		$	290	$	62,542		$	(14,442	)	$	(1,992	)	$	46,398			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	)	$	(2,214	)	$	44,432


	Preferred Stock				Common Stock																	Preferred Stock				Common Stock
	Shares		Par Value		Shares			Par Value		Additional Paid-In Capital			Accumulated Deficit			Non- controlling Interest			Total Equity			Shares		Par Value		Shares			Par Value		Additional Paid-In Capital			Accumulated Deficit			Non- controlling Interest			Total Equity
Balance at December 31, 2021		500	$	—		31,873,428		$	319	$	70,022		$	(19,543	)	$	(2,674	)	$	48,124			500	$	—		31,873,428		$	319	$	70,022		$	(19,543	)	$	(2,674	)	$	48,124
Stock-based compensation		—		—		165,700			1		784			—			—			785			—		—		165,700			1		784			—			—			785
Tax effect of change in ownership percentage of OP		—		—		—			—		(3	)		—			—			(3	)		—		—		—			—		(3	)		—			—			(3	)
Net loss		—		—		—			—		—			(2,943	)		(247	)		(3,190	)		—		—		—			—		—			(2,943	)		(247	)		(3,190	)
Balance at March 31, 2022		500		—		32,039,128			320		70,803			(22,486	)		(2,921	)		45,716			500		—		32,039,128			320		70,803			(22,486	)		(2,921	)		45,716
Issuance of common stock		—		—		60,106			1		184			—			(185	)		—			—		—		60,106			1		184			—			(185	)		—
Grants of restricted stock		—		—		138,262			—		—			—			—			—			—		—		138,262			—		—			—			—			—
Forfeiture of restricted stock		—		—		(10,923	)		—		—			—			—			—			—		—		(10,923	)		—		—			—			—			—
Shares surrendered for taxes upon vesting		—		—		(104	)		—		—			—			—			—			—		—		(104	)		—		—			—			—			—
Stock-based compensation		—		—		9,708			1		399			—			—			400			—		—		9,708			1		399			—			—			400
Net loss		—		—		—			—		—			(2,628	)		(270	)		(2,898	)		—		—		—			—		—			(2,628	)		(270	)		(2,898	)
Balance at June 30, 2022		500	$	—		32,236,177		$	322	$	71,386		$	(25,114	)	$	(3,376	)	$	43,218			500		—		32,236,177			322		71,386			(25,114	)		(3,376	)		43,218
Issuance of common stock																							—		—		36,064			1		110			—			(111	)		—
Forfeiture of restricted stock																							—		—		(1,789	)		—		—			—			—			—
Stock-based compensation																							—		—		—			—		381			—			—			381
Net loss																							—		—		—			—		—			(2,240	)		(202	)		(2,442	)
Balance at September 30, 2022																							500	$	—		32,270,452		$	323	$	71,877		$	(27,354	)	$	(3,689	)	$	41,157

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


	Six Months Ended June 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Cash flows from operating activities
Net loss	$	(6,088	)	$	(5,071	)	$	(8,530	)	$	(7,113	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Income tax benefit		(1,514	)		(1,643	)		(2,309	)		(2,316	)
Depreciation and amortization		8,717			5,352			13,081			9,006
Minimum return on preferred interests		(747	)		424
Minimum multiple on preferred interests								(929	)		45
Gain on extinguishment of debt		0			(757	)		—			(1,530	)
Straight-line rent receivable		(385	)		(282	)		(619	)		(291	)
Straight-line rent liability		(16	)		(14	)		(26	)		(22	)
Stock-based compensation		1,185			144			1,566			220
Change in fair value of derivatives		(2,570	)		(211	)		(3,819	)		(261	)
Bad debt expense		35			46			47			15
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable		(232	)		653			262			479
Other assets		504			703			(815	)		(110	)
Receivables due from related parties		1			(18	)
Due from related parties								201			(19	)
Accounts payable and accrued liabilities		2,027			(2,629	)		2,439			(1,871	)
Payables due to related parties		12			(6	)
Due to related parties								10			(6	)
Deferred revenues		(165	)		(152	)		(166	)		(220	)
Net cash provided by (used in) operating activities		764			(3,461	)		393			(3,994	)
Cash flows from investing activities
Acquisitions of real estate, net of cash and restricted cash received		0			2,377			—			2,470
Capitalized pre-acquisition costs, net of refunds		50			0			(756	)		—
Capital expenditures for real estate		(2,039	)		(1,882	)		(3,792	)		(2,067	)
Net cash (used in) provided by investing activities		(1,989	)		495			(4,548	)		403
Cash flows from financing activities
Borrowings under debt agreements		1,750			17,908			2,000			17,960
Repayments under debt agreements		(1,480	)		(12,076	)		(2,086	)		(12,734	)
Taxes remitted upon vesting of restricted stock		0			(21	)		—			(21	)
Debt origination and discount fees		(4	)		(675	)		(4	)		(731	)
Proceeds from related parties		783			671			594			671
Payments to related parties		(183	)		(488	)		(617	)		(523	)
Net cash provided by financing activities		866			5,319
Net cash (used in) provided by financing activities								(113	)		4,622
(Decrease) increase in cash, cash equivalents, and restricted cash		(359	)		2,353			(4,268	)		1,031
Cash, cash equivalents and restricted cash at beginning of period		11,024			9,983			11,024			9,983
Cash, cash equivalents and restricted cash at end of period	$	10,665		$	12,336		$	6,756		$	11,014

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

Note 3 – Real Estate

Midtown Row Acquisition

On December 21, 2021, the Company entered into a purchase and sale agreement (the “MTR Agreement”) with BBL Current Owner, LLC (“BBL Current”) to acquire a mixed-use property in Williamsburg, Virginia known as Midtown Row for a purchase price of $122.0 million in cash (the “Midtown Row Acquisition”). On July 1, 2022, the MTR Agreement automatically terminated in accordance with its terms (the “Termination”) as a result of the closing not occurring by June 30, 2022.

On September 1, 2022, the Company and BBL Current entered into a third amendment and reinstatement of the MTR Agreement (the “MTR Amendment”), pursuant to which the MTR Agreement was fully reinstated, subject to the terms of the MTR Amendment. The MTR Amendment increased the purchase price for the Midtown Row Acquisition to $123.3 million. Pursuant to the terms of the MTR Amendment, the purchase price will be paid in cash and not less than $5.0 million of common OP units and newly designated Series A convertible preferred OP units (“Preferred Units”). The common OP units and Preferred Units will be valued at $2.00 per unit for purposes of the MTR Agreement. See Note 13 under the heading “—Management Fees” for more information about this related party transaction.

In connection with the ~~Termination,~~initial execution of the MTR Agreement, the Company ~~forfeited its~~made a deposit of $0.2 million. Pursuant to the MTR Amendment, the Company was required to make an additional deposit of $0.25million, as well as pledge $0.3 million in development fees to which a subsidiary of the Company is entitled (the “Pledge Deposit”). In addition, the Company is required to make an additional deposit of $1.25 million (the “Reserve Deposit”) upon the release of certain reserve funds held by the Basis Lender (as defined below), the payment of which is guaranteed by the Company. In the event the Company defaults on its obligation to complete the Midtown Row Acquisition, (i) the Reserve Deposit, if not already provided, will become immediately due and payable by the Company and (ii) the Company will forfeit all deposits (including the Pledge Deposit) under the MTR Agreement ~~which~~and the MTR Amendment.

Under the MTR Amendment, the outside closing date of the Midtown Row Acquisition was extended to November 23, 2022. The Midtown Row Acquisition is ~~BBL Current's sole remedy for the Termination~~subject to customary closing conditions and ~~releases and discharges~~is subject to the Company ~~from any and all further liability~~obtaining financing. There can be no assurances that these conditions will be satisfied or ~~obligation under the MTR Agreement. During the three months and six months ended June 30, 2022,~~that the Company ~~recognized $~~will complete the Midtown Row Acquisition on the terms described herein or at all.~~0.2~~ ~~million of Real estate related acquisition costs in its consolidated statements of operations related to the forfeiture of the deposit.~~

Colfax Land Parcel Acquisition

On February 8, 2022, the Company entered into a purchase and sale agreement (the ~~“Colfax~~“Initial Colfax Agreement”) to acquire a land parcel for a purchase price of $2.5 million in cash. On July 1, 2022, the Initial Colfax Agreement automatically terminated in accordance with its terms as a result of the closing not occurring by June 30, 2022. In connection with the termination of the Initial Colfax Agreement, the Company forfeited its $0.3 million deposit. During the ~~three months and six~~nine months ended ~~June~~September 30, 2022, the Company recognized approximately $0.3 million of ~~Real~~real estate related acquisition costs within General and administrative in its consolidated ~~statements~~statement of operations related to the forfeiture of the deposit.

On September 29, 2022, the Company entered into a second purchase and sale agreement (the “Second Colfax Agreement”) to acquire the above land parcel for $2.3 million in cash (the “Colfax Land Parcel Acquisition”). Pursuant to the Second Colfax Agreement, the Company made a deposit of $0.1 million in October 2022. The Second Colfax Agreement is subject to customary closing conditions.

There can be no assurances that these conditions will be satisfied or that the Company will complete the Colfax Land Parcel Acquisition on the terms described herein or at all.

Concentrations of Credit Risks

The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of ~~June~~September 30, 2022, which includes rental income for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.


(dollars in thousands)	Number of Properties	Gross Real Estate Assets		Percentage of Total Real Estate Assets			Rental income for the six months ended June 30,				Number of Properties	Gross Real Estate Assets		Percentage of Total Real Estate Assets			Rental income for the nine months ended September 30,
Location	June 30, 2022	June 30, 2022		June 30, 2022			2022		2021		September 30, 2022	September 30, 2022		September 30, 2022			2022		2021
Maryland(1)	6	$	101,768		39.3	%	$	6,061	$	4,298	6	$	101,741		38.9	%	$	9,579	$	7,342
Virginia	5		83,974		32.3	%		3,636		2,688	5		85,181		32.5	%		5,502		4,456
Pennsylvania	1		28,435		10.9	%		1,058		1,106	1		28,448		10.9	%		1,589		1,909
Washington D.C.	1		8,439		3.2	%		306		325	1		8,439		3.2	%		495		423
Colorado	2		37,281		14.3	%		2,604		337	2		37,985		14.5	%		3,869		499
	15	$	259,897		100.0	%	$	13,665	$	8,754	15	$	261,794		100.0	%	$	21,034	$	14,629

(1)

Rental income for the ~~six~~nine months ended ~~June~~September 30, 2021 includes less than $0.1 million of ground rental revenue under the ground lease for the parcel of land acquired in January 2020. The ground lease was terminated upon the completion of the Company's acquisition of Cromwell Field Shopping Center on May 26, 2021.

Note 4 – Intangibles

The following is a summary of the carrying amount of the Company’s intangible assets and liabilities as of ~~June~~September 30, 2022 and December 31, 2021.


(in thousands)	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
Assets:
Above-market leases	$	4,773		$	4,792		$	4,773		$	4,792
Above-market leases accumulated amortization		(1,693	)		(1,210	)		(1,949	)		(1,210	)
In-place leases		30,516			30,643			30,516			30,643
In-place leases accumulated amortization		(14,202	)		(10,368	)		(16,029	)		(10,368	)
Total net real estate intangible assets	$	19,394		$	23,857		$	17,311		$	23,857

Liabilities
Below-market leases		4,779			4,792			4,779			4,792
Below-market leases accumulated amortization		(2,799	)		(2,063	)		(3,134	)		(2,063	)
Total net real estate intangible liabilities	$	1,980		$	2,729		$	1,645		$	2,729

For the three months ended ~~June~~September 30, 2022 and 2021, the Company recognized amortization related to in-place leases of approximately $~~1.9~~1.8 million and $~~1.1~~1.6 million, respectively, and net amortization related to above-market leases and below-market leases for each of the three months ended ~~June~~September 30, 2022 and 2021 of approximately $(0.1) million in its consolidated statements of operations.

For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recognized amortization related to in-place leases of approximately $~~3.8~~5.7 million and $~~2.1~~3.6 million, respectively, and net amortization related to above-market leases and below-market leases

for each of the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 of approximately $(0.3) million ~~and $(0.2) million, respectively,~~ in its consolidated statements of operations.

The following table represents expected amortization of existing real estate intangible assets and liabilities as of ~~June~~September 30,

2022:


(in thousands)	Amortization of in-place leases		Amortization of above-market leases		Amortization of below-market leases			Total amortization, net		Amortization of in-place leases		Amortization of above-market leases		Amortization of below-market leases			Total amortization, net
Remainder of 2022	$	3,271	$	470	$	(591	)	$	3,150	$	1,486	$	220	$	(258	)	$	1,448
2023		4,772		841		(652	)		4,961		4,730		835		(650	)		4,915
2024		3,118		615		(408	)		3,325		3,118		615		(408	)		3,325
2025		2,020		453		(169	)		2,304		2,020		453		(169	)		2,304
2026		1,334		274		(84	)		1,524		1,334		274		(84	)		1,524
2027		855		193		(36	)		1,012		855		193		(36	)		1,012
Thereafter		944		234		(40	)		1,138		944		234		(40	)		1,138
Total	$	16,314	$	3,080	$	(1,980	)	$	17,414	$	14,487	$	2,824	$	(1,645	)	$	15,666

The Company amortizes the value of in-place leases to amortization expense, the value of above-market leases as a reduction of rental income and the value of below-market leases as an increase to rental income over the initial term of the respective leases.

As of ~~June~~September 30, 2022, the weighted average amortization period of in-place lease intangibles, above-market lease intangible assets and below-market lease intangibles is approximately ~~3.2~~3.0 years, ~~4.2~~4.0 years and ~~2.0~~1.8 years, respectively.

Note 6 – Mortgage and Other Indebtedness

The table below details the Company’s debt balance at ~~June~~September 30, 2022 and December 31, 2021:

(dollars in thousands)

Maturity Date

Rate Type

Interest Rate (1)

June 30, 2022

December 31, 2021

Basis Term Loan (net of discount of $187 and $373, respectively)

January 1, 2023

Floating (2)

6.125%

$
66,997

$
66,811

Basis Preferred Interest (net of discount of $37 and $75, respectively) (3)

January 1, 2023 (4)

Fixed

14.00% (5)

8,111

8,560

MVB Term Loan

June 27, 2023 (6)

Fixed

6.75%

3,755

3,934

MVB Second Term Loan

June 27, 2023

Fixed

6.75%

1,750

0

MVB Revolver

June 27, 2023 (6)

Floating (7)

6.75%

1,076

1,404

Hollinswood Shopping Center Loan

December 1, 2024

LIBOR + 2.25% (8)

4.06%

12,918

13,070

Avondale Shops Loan

June 1, 2025

Fixed

4.00%

3,041

3,097

Vista Shops at Golden Mile Loan (net of discount of $25 and $39, respectively) (9)

June 24, 2023

Fixed

3.83%

11,606

11,661

Brookhill Azalea Shopping Center Loan

January 31, 2025

LIBOR + 2.75%

4.54%

8,840

9,034

Lamar Station Plaza East Loan (net of discount of $1 and $8, respectively)

October 17, 2022 (10)

WSJ Prime (11)

4.79%

3,515

3,507

Lamont Street Preferred Interest (net of discount of $48 and $67, respectively) (12)

September 30, 2023

Fixed

13.50%

4,256

4,498

Highlandtown Village Shopping Center Loan (net of discount of $29 and $46, respectively)

May 6, 2023

Fixed

4.13%

5,304

5,364

Cromwell Field Shopping Center Loan (net of discount of $62 and $144, respectively)

November 15, 2022

LIBOR + 5.40% (13)

7.19%

12,331

12,249

Cromwell Field Shopping Center Mezzanine Loan (net of discount of $8 and $18, respectively)

November 15, 2022

Fixed

10.00%

1,522

1,512

Spotswood Valley Square Shopping Center Loan (net of discount of $63 and $94, respectively)

July 6, 2023

Fixed

4.82%

11,975

12,100

The Shops at Greenwood Village (net of discount of $105 and $114, respectively)

October 10, 2028

Prime - 0.35% (14)

4.08%

23,035

23,296

$
180,032

$
180,097

Unamortized deferred financing costs, net

(770
)

(1,115
)
Total Mortgage and Other Indebtedness

$
179,262

$
178,982


(dollars in thousands)	Maturity Date	Rate Type	Interest Rate (1)	September 30, 2022			December 31, 2021
Basis Term Loan (net of discount of $84 and $373, respectively)	January 1, 2023	Floating (2)	6.125%	$	67,100		$	66,811
Basis Preferred Interest (net of discount of $18 and $75, respectively) (3)	January 1, 2023 (4)	Fixed	14.00% (5)		7,883			8,560
MVB Term Loan	June 27, 2023 (6)	Fixed	6.75%		3,663			3,934
Second MVB Term Loan	June 27, 2023	Fixed	6.75%		2,000			—
MVB Revolver	June 27, 2023 (6)	Floating (7)	7.75%		1,047			1,404
Hollinswood Shopping Center Loan	December 1, 2024	LIBOR + 2.25% (8)	4.06%		12,839			13,070
Avondale Shops Loan	June 1, 2025	Fixed	4.00%		3,013			3,097
Vista Shops at Golden Mile Loan (net of discount of $19 and $39, respectively) (9)	June 24, 2023	Fixed	3.83%		11,543			11,661
Brookhill Azalea Shopping Center Loan	January 31, 2025	LIBOR + 2.75%	5.89%		8,783			9,034
Lamar Station Plaza East Loan (net of discount of $0 and $8, respectively)	October 17, 2022 (10)	WSJ Prime (11)	6.14%		3,516			3,507
Lamont Street Preferred Interest (net of discount of $38 and $67, respectively) (12)	September 30, 2023	Fixed	13.50%		4,330			4,498
Highlandtown Village Shopping Center Loan (net of discount of $21 and $46, respectively)	May 6, 2023	Fixed	4.13%		5,273			5,364
Cromwell Field Shopping Center Loan (net of discount of $16 and $144, respectively)	December 31, 2022 (13)	LIBOR + 5.40% (14)	8.54%		12,377			12,249
Cromwell Field Shopping Center Mezzanine Loan (net of discount of $2 and $18, respectively)	December 31, 2022 (13)	Fixed	10.00%		1,528			1,512
Spotswood Valley Square Shopping Center Loan (net of discount of $47 and $94, respectively)	July 6, 2023	Fixed	4.82%		11,913			12,100
The Shops at Greenwood Village (net of discount of $98 and $114, respectively)	October 10, 2028	Prime - 0.35% (15)	4.08%		22,907			23,296
				$	179,715		$	180,097
Unamortized deferred financing costs, net					(579	)		(1,115	)
Total Mortgage and Other Indebtedness				$	179,136		$	178,982

(1)

At ~~June~~September 30, 2022, the floating rate loans tied to ~~LIBOR~~the London Inter-Bank Offered Rate (“LIBOR”) were based on the one-month LIBOR rate of ~~1.79~~3.14%.

(2)

The interest rate for the Basis Term Loan is the greater of (i) SOFR (as defined below) plus 3.97% per annum and (ii) 6.125% per annum. ~~As of June 30,~~On August 1, 2022, the ~~Company had entered into an~~ interest rate cap that capped the prior-LIBOR rate ~~on this loan at~~ ~~3.5%. On August 1, 2022, the interest rate cap~~ was modified to cap the SOFR rate on this loan at ~~3.5%~~3.5%.

(3)

The outstanding balance includes approximately $~~0.3~~0.1 million and $0.8 million of indebtedness as of ~~June~~September 30, 2022 and December 31, 2021, respectively, related to the Minimum Multiple Amount (as defined below) owed to the Preferred Investor as described below under the heading “—Basis Preferred ~~Interest”~~Interest.”

(4)

If the Basis Term Loan is paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP will mature at that time.

(5)

In June 2020, the Preferred Investor made additional capital contributions of approximately $2.9 million as described below under the heading “—Basis Preferred Interest” of which approximately $0.9 million was outstanding at ~~June~~September 30, 2022. The Preferred Investor is entitled to a cumulative annual return of 13.0% on the additional contributions.

(6)

In March 2022, the Company entered into a six-month extension on the MVB Term Loan and the MVB Revolver as described under the heading “—MVB Loans.”

(7)

The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%.

(8)

The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06%.

(9)

The Company completed the refinance of this loan in March 2021 as described below under the heading “—Mortgage ~~Indebtedness”~~Indebtedness.” The prior loan matured on January 25, 2021 and carried an interest rate of LIBOR plus 2.5% per annum.

(10)

~~As of June 30, 2022, the maturity date of the Lamar Station Plaza East loan was~~ ~~July 17, 2022~~. In August 2022, the Company entered into a modification to the Lamar Station Plaza East loan to extend the maturity date to October 17, 2022, effective July 17, 2022, as described below under the heading “—Mortgage ~~Indebtedness”~~Indebtedness.

~~(11)~~”

~~As of June 30, 2022, the interest rate on the~~The Lamar Station Plaza East loan ~~was LIBOR plus~~ ~~3.00% per annum with~~is still outstanding, and the lender gave the Company a ~~minimum LIBOR rate of~~ forbearance through November 23, 2022 to repay the loan.

~~1.00~~(11)%.

As a result of the loan modification the Company entered into in August 2022, the interest rate on the Lamar Station Plaza East loan is the Wall Street Journal Prime Rate, effective July 17, 2022.

1213

(12)

The outstanding balance includes approximately $~~0.4~~0.3 million of indebtedness as of ~~June~~September 30, 2022 related to the Lamont Street Minimum Multiple Amount (as defined below) owed to Lamont Street ~~(as defined below)~~ as described below under the heading “—Lamont Street Preferred ~~Interest”~~Interest.”

(13)

On November 9, 2022, the Company entered into a modification to the Cromwell Field Shopping Center mortgage and mezzanine loans to extend the maturity dates to December 31, 2022.

(14)

The interest rate on the Cromwell Field Shopping Center loan is LIBOR plus 5.40% per annum with a minimum LIBOR rate of 0.50%.

~~(14)~~(15)

The Company entered into an interest rate swap which fixes the interest rate of this loan at ~~4.082%~~4.082%.

Basis Term Loan

In December 2019, 6six of the Company’s subsidiaries, as borrowers (collectively, the “Borrowers”), and Big Real Estate Finance I, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC (“Basis”), as lender (the “Basis Lender”), entered into a loan agreement (the “Basis Loan Agreement”) pursuant to which the Basis Lender made a senior secured term loan of up to $66.9 million (the “Basis Term Loan”) to the Borrowers. Pursuant to the Basis Loan Agreement, the Basis Term Loan is secured by mortgages on the following properties: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. The Basis Term Loan matures on January 1, 2023, subject to two one-year extension options, subject to certain conditions. On June 29, 2022, the Basis Loan Agreement was amended and restated, effective December 27, 2019, to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”). The Basis Term Loan bears interest at a rate equal to the greater of (i) SOFR plus ~~3.97%~~3.97% per annum and (ii) ~~6.125%~~6.125% per annum. ~~As of June 30, 2022, the~~The Borrowers had entered into an interest rate cap that effectively capped ~~LIBOR~~the prior-LIBOR rate at 3.50% per annum. On August 1, 2022, the interest rate cap was modified to cap the SOFR rate at 3.50%. As of ~~June~~September 30, 2022, the interest rate of the Basis Term Loan was ~~6.125%~~6.125% and the outstanding balance was $66.9 million.

Certain of the Borrowers’ obligations under the Basis Loan Agreement are guaranteed by the Company and by Michael Z. Jacoby, the Company’s chairman and chief executive officer, and Thomas M. Yockey, a director of the Company. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of his guarantee of the Basis Term Loan.

The Basis Loan Agreement contains certain customary representations and warranties and affirmative negative and restrictive covenants, including certain property related covenants for the properties owned by the Sub-OP, including a requirement that certain capital improvements be made. The Basis Lender has certain approval rights over amendments or renewals of material leases (as defined in the Basis Loan Agreement) and property management agreements for the properties securing the Basis Term Loan.

If (i) an event of default exists, (ii) Broad Street Realty, LLC (“BSR”) or any other subsidiary of the Company serving as property manager for one of the secured parties becomes bankrupt, insolvent or a debtor in an insolvency proceeding, or there is a change of control of BSR or such other subsidiary without approval by the Basis Lender, (iii) a default occurs under the applicable management agreement, or (iv) the property manager has engaged in fraud, willful misconduct, misappropriation of funds or is grossly negligent with regard to the applicable property, the Basis Lender may require a Borrower to replace BSR or such other subsidiary of the Company as the property manager and hire a third party manager approved by the Basis Lender to manage the applicable property.

The Borrowers are generally prohibited from selling the properties securing the Basis Term Loan and the Company is prohibited from transferring any interest in any of the Borrowers, in each case without consent from the Basis Lender. The Company is prohibited from engaging in transactions that would result in a Change in Control (as defined in the Basis Loan Agreement) of the Company. Under the Basis Loan Agreement, among other things, it is deemed a Change in Control if Michael Z. Jacoby ceases to be the chairman and chief executive officer of the Company and actively involved in the daily activities and operations of the Company and the Borrowers and a competent and experienced person is not approved by the Basis Lender to replace Mr. Jacoby within 90 days of him ceasing to serve in such roles.

The Basis Loan Agreement provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control. If an event of default occurs and is continuing under the Basis Loan Agreement, the Basis Lender may, among other things, require the immediate payment of all amounts owed thereunder.

In addition, if there is a default by the Company under the MVB Loan Agreement, by Mr. Jacoby under his guarantee of the loans under the MVB Loan Agreement or by Mr. Jacoby under a certain personal loan as long as he has pledged OP units as collateral for such loan, and such default has not been waived or cured, then the Basis Lender will have the right to sweep the Borrowers’ cash account in which they collect and retain rental payments from the properties securing the Basis Term Loan on a daily basis in order for the Basis Lender to create a cash reserve that will serve as collateral for the Basis Term Loan.

1314

The Basis Loan Agreement includes a debt service coverage calculation based on the trailing twelve month's results which includes an adjustment for tenants that are more than one-month delinquent in paying rent. A debt service coverage ratio below 1.10x is a Cash Trap Trigger Event (as defined in the Basis Loan Agreement), which gives the Basis Lender the right to institute a cash management period until the trigger is cured. A debt service coverage ratio below 1.05x for two consecutive calendar quarters gives the Basis Lender the right to remove the Company as manager of the properties. The Company was in compliance with the debt service coverage calculation for the twelve months ended ~~June~~September 30, 2022.

Basis Preferred Interest

In December 2019, the Operating Partnership and Big BSP Investments, LLC, a subsidiary of a real estate fund managed by Basis (the “Preferred Investor”), entered into an amended and restated operating agreement (the “Sub-OP Operating Agreement”) of Broad Street BIG First OP, LLC (the “Sub-OP”), a subsidiary of the Operating Partnership. Pursuant to the Sub-OP Operating Agreement, among other things, the Preferred Investor committed to make an investment of up to $10.7 million in the Sub-OP, of which $6.9 million had been funded as of ~~June~~September 30, 2022, in exchange for a 1.0% membership interest in the Sub-OP designated as Class A units.

Pursuant to the Sub-OP Operating Agreement, the Preferred Investor is entitled to a cumulative annual return of 14.0% on its initial capital contribution (the “Class A Return”), and the Preferred Investor will be entitled to a 20% return (the “Enhanced Class A Return”) on any capital contribution made to the Sub-OP in excess of the $10.7 million commitment. The Preferred Investor’s interests must be redeemed on or before the earlier of: (i) January 1, 2023 and (ii) the date on which the Basis Term Loan is paid in full (the “Redemption Date”). The Redemption Date may be extended to December 31, 2023 and December 31, 2024, in each case subject to certain conditions, including the payment of a fee equal to 0.25% of the Preferred Investor’s net invested capital for the first extension option and a fee of 0.50% of the Preferred Investor’s net invested capital for the second extension option. If the redemption price is paid on or before the Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by the Preferred Investor, (b) all accrued but unpaid Class A Return, (c) all accrued but unpaid Enhanced Class A Return and (d) all costs and other expenses incurred by the Preferred Investor in connection with the enforcement of its rights under the Sub-OP Operating Agreement. Additionally, at the Redemption Date, the Preferred Investor is entitled to an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.4, less (b) the aggregate amount of Class A ~~return~~Return payments made to the Preferred Investor (the “Minimum Multiple Amount”). As of ~~June~~September 30, 2022 and December 31, 2021, the Minimum Multiple Amount was approximately $~~0.3~~0.1 million and $0.8 million, respectively, which is included as indebtedness on the consolidated balance sheets.

The Operating Partnership serves as the managing member of the Sub-OP. However, the Preferred Investor has approval rights over certain major decisions (as defined in the Sub-OP Operating Agreement), including, but not limited to, (i) the incurrence of new indebtedness or modification of existing indebtedness by the Sub-OP or its direct or indirect subsidiaries, (ii) capital expenditures over $250,000, (iii) any proposed change to a property directly or indirectly owned by the Sub-OP, (iv) direct or indirect acquisitions of new properties, (v) the sale or other disposition of any property directly or indirectly owned by the Sub-OP, (v) the issuance of additional membership interests in the Sub-OP, (vi) the entry into any new material lease or any amendment to an existing material lease and (vii) decisions regarding the dissolution, winding up or liquidation of the Sub-OP or the filing of any bankruptcy petition by the Sub-OP.

Under certain circumstances, including in the event that the Preferred Investor’s interests are not redeemed on or prior to the Redemption Date (as it may be extended), the Preferred Investor may remove the Operating Partnership as the manager of the Sub-OP and as the manager for each of the property-owning entities held under the Sub-OP.

The obligations of the Operating Partnership under the Sub-OP Operating Agreement are guaranteed by the Company, Mr. Jacoby, the Company’s chairman and chief executive officer, and Mr. Yockey, a director of the Company. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of this guarantee.

The Preferred Investor’s interests in the Sub-OP under the Sub-OP Operating Agreement are mandatorily redeemable, and, as a result, are characterized as indebtedness in the accompanying consolidated financial statements.

On June 16, 2020, the Preferred Investor made 2two additional capital contributions available to the Sub-OP in the aggregate amount of approximately ~~$2.9~~$2.9 million, which is classified as debt. The two capital contributions consisted of: (i) a ~~$2.4~~$2.4 million capital contribution to the Sub-OP that the Sub-OP contributed to the Borrowers for purposes of making debt service payments under the Basis Loan Agreement and (ii) a ~~$0.5~~$0.5 million capital contribution to the Sub-OP that the Sub-OP contributed to certain of its other property owning subsidiaries for purposes of making debt service payments on mortgage debt secured by the properties owned by such subsidiaries and making payments of the Class A Return due to the Preferred Investor pursuant to the Sub-OP Operating Agreement. The Preferred Investor is entitled to a cumulative annual return of ~~13.0%~~13.0% on the additional capital contributions. As described below under the heading “—Mortgage Indebtedness,” the Company repaid approximately $0.8 million of these funds with the proceeds from the Vista Shops mortgage refinance. Additionally, approximately $0.3 million of availability under the capital contributions was returned to the Preferred Investor and is no longer available to the Company. On October 1, 2021, approximately $1.0 million of availability under the capital contributions was returned to the Preferred Investor and is no longer available to the Company. As of the date of these consolidated financial statements, there is 0no remaining availability to the Company from these capital contributions.

1415

MVB Loan

In December 2019, the Company, the Operating Partnership and BSR entered into a loan agreement (the “MVB Loan Agreement”) with MVB Bank, Inc. (“MVB”) with respect to a $6.5 million loan consisting of a $4.5 million term loan (the “MVB Term Loan”) and a $2.0 million revolving credit facility (the “MVB Revolver”). The MVB Term Loan had an original maturity date of December 27, 2022, which has been extended to June 27, 2023 under the terms described below, and the MVB Revolver had an original maturity date of December 27, 2020, which has been extended to June 27, 2023 under the terms described below. The MVB Term Loan has a fixed interest rate of 6.75% per annum. The MVB Revolver carries an interest rate of the greater of (i) prime rate plus 1.5% and (ii) 6.75%.

The Company has 0no additional availability under the MVB Term Loan and the MVB Revolver as of ~~June~~September 30, 2022.

The MVB Loan Agreement is secured by certain personal property of the Company, the Operating Partnership and BSR. In addition, Mr. Jacoby has pledged a portion of his shares of the Company's common stock and a portion of his OP units as collateral under the MVB Loan Agreement. The obligations of the Company and the Operating Partnership under the MVB Loan Agreement are guaranteed by Mr. Jacoby, in his individual capacity.

The MVB Loan Agreement contains certain customary representations and warranties and affirmative and negative covenants. The MVB Loan Agreement also requires the Company to maintain (as such terms are defined in the MVB Loan Agreement) (i) a debt service coverage ratio of at least 1.30 to 1.00, (ii) an EBITDA to consolidated funded debt ratio of at least 8.0%, (iii) an aggregate minimum unencumbered cash, including funds available under other lines of credit, of greater than $5.0 million (the “Minimum Liquidity Requirement”), and (iv) one or more deposit accounts with MVB with an aggregate minimum balance of $3.0 million (the “Deposit Requirement”). The failure to comply with the Deposit Requirement is not a default under the MVB Loan Agreement but will increase the interest rate under the MVB Term Loan and MVB Revolver by 1.0% until the Deposit Requirement has been satisfied. During 2020, the lender under the MVB Loan Agreement agreed to require interest-only payments for three months in 2021 (April, May, and June) and deferred covenant tests until June 30, 2021 and December 31, 2021 (as described below).

In December 2020, the Company entered into an amendment to the MVB Loan Agreement, which extended the maturity date of the MVB Revolver to December 27, 2021 and in March 2021, the Company entered into another amendment to the MVB Loan Agreement which further extended the maturity date of the MVB Revolver to December 27, 2022. The amendments also eliminated the revolving nature of the facility, require monthly principal payments as calculated over a 10-year amortization schedule, and require the repayment of $250,000 on each of the following dates (a) the earlier of March 31, 2021 or the closing of the Company’s then-pending acquisitions of the Highlandtown and Spotswood properties, (b) the earlier of September 30, 2021 or the closing of the Company’s then-pending acquisitions of the Greenwood property, (c) March 31, 2022, and (d) September 30, 2022. The $250,000 payments owed by March 31, 2021, September 30, 2021 and March 31, 2022 have been paid. Additionally, the amendments (i) deferred testing for covenants related to the Deposit Requirement, Minimum Liquidity Requirement and debt service coverage ratio until June 30, 2021, (ii) deferred testing for the covenant related to the Company’s EBITDA to consolidated funded debt ratio until December 31, 2021, (iii) modified the debt service coverage ratio to 1.00 to 1 and (iv) modified the Minimum Liquidity Requirement to $3.0 million. These amendments were treated as modifications under the accounting standards.

On March 22, 2022, the Company entered into agreements (the “MVB Amendments”) with respect to the MVB Term Loan and the MVB Revolver, which further extended the maturity date of each to June 27, 2023. The MVB Amendments require the repayment of $250,000 on each of the following dates (i) on or before March 31, 2022; (ii) on or before September 30, 2022 and (iii) on or before March 31, 2023. The $250,000 payment owed by March 31, 2022 has been paid. The $250,000 payment owed on or before September 30, 2022 was extended to December 31, 2022. The MVB Amendments also provide for a $2.0 million term loan (the “Second MVB Term Loan”). The Second MVB Term Loan has a fixed interest rate of 6.75% per annum and matures on June 27, 2023. The Company is required to pay an exit fee to MVB in an amount equal to two percent multiplied by the aggregate principal balance of the MVB Term Loan, the MVB Revolver and the Second MVB Term Loan at the time of the maturity date or just prior to such repayments. Additionally, the MVB Amendments modified the EBITDA to consolidated funded debt ratio from a minimum of 8.0% to 7.0%. These amendments were treated as modifications under the accounting standards.

The Company was in compliance with the debt service calculation at ~~June~~September 30, 2022.

The MVB Loan Agreement provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control. If an event of default occurs and is continuing under the MVB Loan Agreement, MVB may, among other things, require the immediate payment of all amounts owed thereunder.

Lamont Street Preferred Interest

In connection with the closing of the Highlandtown and Spotswood acquisitions on May 21, 2021 and June 4, 2021, respectively, Lamont Street Partners LLC (“Lamont Street”) contributed an aggregate of $3.9 million in exchange for a 1.0% preferred membership

1516

interest in BSV Highlandtown Investors LLC (“BSV Highlandtown”) and BSV Spotswood Investors LLC (“BSV Spotswood”) designated as Class A units (the “Lamont Street Preferred ~~Investment”~~Interest”).

Lamont Street is entitled to a cumulative annual return of 13.5% (the “Lamont Street Class A Return”), of which 10.0% is paid current and 3.5% is accrued. Lamont Street’s interests are to be redeemed on or before September 30, 2023 (the “Lamont Street Redemption Date”). The Lamont Street Redemption Date may be extended by the Company to September 30, 2024 and September 30, 2025, in each case subject to certain conditions, including the payment of a fee equal to 0.25% of Lamont Street’s net invested capital for the first extension option and a fee of 0.50% of Lamont Street’s net invested capital for the second extension option. If the redemption price is paid on or before the Lamont Street Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by Lamont Street, (b) all accrued but unpaid Lamont Street Class A Return, and (c) all costs and other expenses incurred by Lamont Street in connection with the enforcement of its rights under the agreements. Additionally, at the Lamont Street Redemption Date, Lamont Street is entitled to (i) a redemption fee of 0.50% of the capital contributions returned and (ii) an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.26 less (b) the aggregate amount of Lamont Street Class A Return payments made to Lamont Street (the “Lamont Street Minimum Multiple Amount”). The Lamont Street Minimum Multiple Amount of approximately $1.0 million was recorded as interest expense in the consolidated statement of operations during the second quarter of 2021. As of ~~June~~September 30, 2022, the remaining Lamont Street Minimum Multiple Amount was approximately $~~0.4~~0.3 million, which is included in indebtedness on the consolidated balance sheet.

The Operating Partnership serves as the managing member of BSV Highlandtown and BSV Spotswood. However, Lamont Street has approval rights over certain major decisions, including, but not limited to (i) the incurrence of new indebtedness or modification of existing indebtedness by BSV Highlandtown or BSV Spotswood, or their direct or indirect subsidiaries, (ii) capital expenditures over $100,000, (iii) any proposed change to a property directly or indirectly owned by BSV Highlandtown or BSV Spotswood, (iv) direct or indirect acquisitions of new properties by BSV Highlandtown or BSV Spotswood, (v) the sale or other disposition of any property directly or indirectly owned by BSV Highlandtown or BSV Spotswood, (vi) the issuance of additional membership interests in BSV Highlandtown or BSV Spotswood, (vii) any amendment to an existing material lease related to the properties and (viii) decisions regarding the dissolution, winding up or liquidation of BSV Highlandtown or BSV Spotswood or the filing of any bankruptcy petition by BSV Highlandtown or BSV Spotswood or their subsidiaries.

Under certain circumstances, including an event whereby Lamont Street’s interests are not redeemed on or prior to the Lamont Street Redemption Date (as it may be extended), Lamont Street may remove the Operating Partnership as the manager of BSV Highlandtown and BSV Spotswood.

Mortgage Indebtedness

In addition to the indebtedness described above, as of ~~June~~September 30, 2022 and December 31, 2021, the Company had approximately $~~94.1~~93.7 million and $94.9 million, respectively, of outstanding mortgage indebtedness secured by individual properties. The Hollinswood mortgage, Vista Shops mortgage, Brookhill ~~mortgage, Lamar Station Plaza East~~ mortgage, Highlandtown mortgage, Cromwell mortgage, Spotswood mortgage and Greenwood Village mortgage require the Company to maintain a minimum debt service coverage ratio (as such terms are defined in the respective loan agreements) as follows in the table below.


		Minimum Debt Service Coverage
Hollinswood Shopping Center		1.40 to 1.00
Vista Shops at Golden Mile		1.50 to 1.00
Brookhill Azalea Shopping Center		1.30 to 1.00
~~Lamar Station Plaza East~~		~~1.25~~ ~~to 1.00~~
Highlandtown Village Shopping Center		1.25 to 1.00
Cromwell Field Shopping Center		1.00 to 1.00
Spotswood Valley Square Shopping Center		1.15 to 1.00
The Shops at Greenwood Village		1.40 to 1.00

~~The debt service coverage ratio required for the Lamar Station Plaza East mortgage was eliminated pursuant to the latest loan modification described below.~~

In March 2021, the Company completed the refinance of the Vista Shops mortgage loan. The new loan has a principal balance of $11.7 million, matures in June 2023, and carries an interest rate of 3.83% per annum. The Company deposited approximately $1.9 million of the proceeds from the refinance with the Basis Lender, which was applied as follows during the second quarter of 2021: (i) repaid approximately $0.75 million of the outstanding principal balance on the capital contributions, which are treated as debt, provided to the Company in June 2020 under the Basis Preferred Interest as described above under the heading “—Basis Preferred Interest”, (ii) paid approximately $46,000 in accrued interest on these funds and (iii) contributed approximately $1.1 million into an escrow account

with the Basis Lender which will be used to pay down the outstanding principal balance of the capital contributions upon satisfaction of certain conditions.

In July 2021, the Company entered into a modification of the Lamar Station Plaza East mortgage loan, which extended the maturity date of the loan to July 2022. The amendment also waived the debt service coverage ratio test for the period ending June 30, 2021 and required a debt service coverage ratio of (i) 1.05 to 1.0 for the three months ended September 30, 2021; (ii) 1.15 to 1.0 for the six months ended December 31, 2021; and (ii) 1.25 to 1.0 for the twelve months ended March 31, 2022. In August 2022, the Company entered into an additional loan modification of the Lamar Station Plaza East mortgage loan, which further ~~extends~~extended the maturity date of the loan to

October 17, 2022 and changed the interest rate to the Wall Street Journal Prime Rate, effective July 17, 2022. The modification also ~~eliminates~~eliminated the debt service coverage ratio test and ~~prevents~~prevented the Company from receiving any additional construction advances under the loan. The Lamar Station Plaza East mortgage loan is still outstanding, and the lender gave the Company a forbearance through November 23, 2022 to repay the loan.

In connection with the closing of the Company's acquisition of The Shops at Greenwood Village on October 6, 2021, the Company entered into a $23.5 million mortgage loan secured by the property, which bears interest at prime rate less 0.35% per annum and matures on October 10, 2028. The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.082%.

~~As of June 30,~~On November 9, 2022, the Company ~~was not in compliance with the debt service coverage ratio covenant under the Lamar Station Plaza East mortgage loan agreement, which matures on October 17, 2022. However, pursuant to the latest~~entered into a modification of the ~~Lamar Station Plaza East~~Cromwell Field Shopping Center mortgage ~~loan described above,~~and mezzanine loans, which extended the ~~debt service coverage ratio test was eliminated, effective July 17,~~maturity dates of the loans to December 31, 2022.

As of ~~June~~September 30, 2022, the Company was in compliance with all ~~other~~ covenants under its debt agreements.

Deferred Financing Costs and Debt Discounts

The total amount of deferred financing costs associated with the Company’s debt as of ~~June~~September 30, 2022 and December 31, 2021 was $2.1 million, gross ($~~0.8~~0.6 million, net) and $2.1 million, gross ($1.1 million, net), respectively. Debt discounts associated with the Company’s debt as of ~~June~~September 30, 2022 and December 31, 2021 were $2.1 million, gross ($~~0.6~~0.3 million, net) and $2.1 million, gross ($1.0 million, net), respectively. Deferred financing costs and debt discounts are netted against the debt balance outstanding on the Company’s consolidated balance sheets and will be amortized to interest expense through the maturity date of the related debt.

The Company recognized amortization expense of deferred financing costs and debt discounts, included in interest expense in the consolidated statements of operations, of approximately $0.4 million ~~and $0.3~~ ~~million~~ for each of the three months ended ~~June~~September 30, 2022 and 2021 ~~respectively,~~ and approximately $~~0.8~~1.2 million and $~~0.5~~0.9 million for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

Debt Maturities

The following table details the Company’s scheduled principal repayments and maturities during each of the next five years and thereafter as of ~~June~~September 30, 2022:

(dollars in thousands)

Amount Due

Remainder of 2022

$
18,825

2023

115,976

2024

13,597

2025

11,111

2026

644

2027

672

Thereafter

19,772

180,597

Unamortized debt discounts and issuance costs, net

(1,335
)
Total

$
179,262


(dollars in thousands)	Amount Due
Remainder of 2022	$	18,156
2023		116,058
2024		13,596
2025		11,160
2026		644
2027		672
Thereafter		19,772
		180,058
Unamortized debt discounts and issuance costs, net		(922	)
Total	$	179,136

Interest Rate Cap and Interest Rate Swap Agreements

To mitigate exposure to interest rate risk, the Company entered into an interest rate cap agreement, effective December 27, 2019, on the full $66.9 million Basis Term Loan to cap the previously variable LIBOR interest rate at 3.5%. On June 29, 2022, the Basis Loan Agreement was amended and restated, effective December 27, 2019, to replace LIBOR with SOFR. The Basis Term Loan bears interest at a rate equal to the greater of (i) SOFR plus 3.97% per annum and (ii) 6.125% per annum. On August 1, 2022, the interest rate cap for the Basis Term Loan was modified to cap the SOFR rate at ~~3.5%~~3.5%. As of ~~June~~September 30, 2022, the interest rate of the Basis Term Loan was 6.125%. The Company also entered into 2two interest rate swap agreements on the Hollinswood loan to fix the interest rate at 4.06%. The swap agreements are effective as of December 27, 2019 on the outstanding balance of $10.2 million and on July 1, 2021 for the additional availability of $3.0 million under the Hollinswood loan.

On October 6, 2021, the Company entered into an interest rate swap agreement on the Greenwood Village loan to fix the interest rate at 4.082%.

The Company recognizes all derivative instruments as assets or liabilities at their fair value in the consolidated balance sheets. Changes in the fair value of the Company’s derivatives that are not designated as hedges or do not meet the criteria of hedge accounting are recognized in earnings. For the three months ended ~~June~~September 30, 2022 and 2021, the Company recognized gains of approximately $~~0.8~~1.2 million and less than $0.1 million, respectively, as a component of “Derivative fair value adjustment” on the consolidated statements of operations. For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recognized gains of approximately $~~2.6~~3.8 million and $~~0.2~~0.3 million, respectively, as a component of “Derivative fair value adjustment” on the consolidated statements of operations.

The fair value of the Company’s derivative financial instruments as of ~~June~~September 30, 2022 and December 31, 2021 was an interest rate cap asset of less than $0.1 million for each period, an interest rate swap asset of approximately $~~2.2~~3.4 million at ~~June~~September 30, 2022

and an interest rate swap liability of approximately $0.4 million at December 31, 2021. The interest rate cap asset and interest rate swap asset are included in Other assets, net and the interest rate swap liability is included in Accounts payable and accrued expenses on the consolidated balance sheets.

Note 8 - Equity

Common Stock

On January 3, 2022 and April 1, 2022, the Company issued 165,700 and 9,708 shares, respectively, of common stock to its directors. Also on April 1, 2022 and July 1, 2022, the Company issued 60,106 and 36,064 shares of common stock, respectively, in connection with the redemption of OP Units.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, in one or more series, with a $0.01 par value per share, of which 20,000 shares ~~had~~have been designated as Series A preferred stock, $0.01 par value per share (the “Series A preferred stock”).

As of ~~June~~September 30, 2022 and December 31, 2021, the Company had 500 shares of Series A preferred stock outstanding, all of which were assumed from MedAmerica Properties Inc. (“MedAmerica”) upon completion of the initial mergers on December 27, 2019 (the “Initial Mergers”). The holders of Series A preferred stock are entitled to receive, out of funds legally available for that purpose, cumulative, non-compounded cash dividends on each outstanding share of Series A preferred stock at the rate of 10.0% of the $100 per share issuance price (“Series A preferred dividends”). The Series A preferred dividends are payable semiannually to the holders of Series A preferred stock, when and as declared by the Company’s board of directors, on June 30 and December 31 of each year, that shares of Series A preferred stock are outstanding; provided that due and unpaid Series A preferred dividends may be declared and paid on any date declared by the Company’s board of directors. As of ~~June~~September 30, 2022, less than $0.1 million of Series A preferred dividends were undeclared.

In the event of any voluntary or involuntary liquidation, sale, merger, consolidation, dissolution or winding up of the Company, before any distribution of assets shall be made to the holders of the Company’s common stock, each holder of Series A preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount equal to the $100 issue price plus all Series A preferred dividends accrued and unpaid on such shares up to the date of distribution of the available assets (such amount, the “Liquidation Preference”). The amount deemed distributed for purposes of determining the Liquidation Preference shall be the cash or the fair market value of the property, rights or securities distributed to the holders of Series

A preferred stock as determined in good faith by the Company’s board of directors. If, upon a liquidation event, the available assets are insufficient to pay the Liquidation Preference to the holders of Series A preferred stock in full, then the available assets shall be distributed ratably among the holders of Series A preferred stock in proportion to their respective ownership of shares of Series A preferred stock.

Shares of Series A preferred stock, excluding accrued Series A preferred dividends, which will be paid as described above, may, in the sole discretion of the holder of such shares of Series A preferred stock and by written notice to the Company, be converted into shares of the Company’s common stock, at a conversion price of $0.20 per share, subject to certain adjustments, in whole or in part at any time.

Holders of Series A preferred stock are generally not entitled to voting rights.

Noncontrolling Interest

As of ~~June~~September 30, 2022, the Company owned a ~~92.2~~92.3% interest in the Operating Partnership. Commencing on the 12-month anniversary of the date on which the OP units were issued, each limited partner of the Operating Partnership (other than the Company) has the right, subject to certain terms and conditions, to require the Operating Partnership to redeem all or a portion of the OP units held by such limited partner in exchange for cash based on the market price of the Company’s common stock or, at the Company’s option and sole discretion, for shares of the Company’s common stock on a one-for-one basis.

On April 1, 2022 and July 1, 2022, the Company issued 60,106 and 36,064 shares of common stock, respectively, in connection with the redemption of OP units.

Amended and Restated 2020 Equity Incentive Plan

On September 15, 2021, the Company’s board of directors approved the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”), which increased the number of shares of the Company’s common stock reserved for issuance under the Plan by 1,500,000 shares, from 3,620,000 shares to 5,120,000 shares. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), share appreciation rights, dividend equivalent rights, performance awards, annual cash incentive awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP units. As of ~~June~~September 30, 2022, there were ~~841,683~~862,180 shares available for future issuance under the Plan, subject to certain adjustments set forth in the Plan. Each share subject to an award granted under the Plan will reduce the available shares under the Plan on a one-for-one basis. The Plan is administered by the compensation committee of the Company’s board of directors.

Restricted Stock

Awards of restricted stock are awards of the Company’s common stock that are subject to restrictions on transferability and other restrictions as established by the Company’s compensation committee on the date of grant that are generally subject to forfeiture if employment (or service as a director) terminates prior to vesting. Upon vesting, all restrictions would lapse. Except to the extent restricted under the award agreement, a participant awarded restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends on the shares. The value of the awards is determined based on the market value of the Company’s common stock on the date of grant. The Company expenses the cost of restricted stock ratably over the vesting period.

The following table summarizes the stock-based award activity under the Plan for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.


	Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award		Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award
Outstanding as of December 31, 2021		237,621		$	1.26		237,621		$	1.26
Granted		138,262			2.20		138,262			2.20
Vested		(172,580	)		0.75		(172,580	)		0.75
Forfeitures		(10,923	)		2.43		(12,712	)		2.44
Outstanding as of June 30, 2022		192,380		$	2.03
Outstanding as of September 30, 2022							190,591		$	2.01


	Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award		Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award
Outstanding as of December 31, 2020		153,200		$	0.55		153,200		$	0.55
Granted		90,517			2.95		90,517			2.95
Vested		(30,172	)		2.95		(30,172	)		2.95
Outstanding as of June 30, 2021		213,545		$	1.23
Outstanding as of September 30, 2021							213,545		$	1.23

Compensation expense related to these share-based payments for each of the three months ~~and six months~~ ended ~~June~~September 30, 2022 and 2021 was approximately $0.1 million and approximately $0.2 million for each of the nine months ended September 30, 2022 and 2021, and

was included in general and administrative expenses on the consolidated ~~statement~~statements of operations. The remaining unrecognized costs from stock-based awards as of ~~June~~September 30, 2022 was approximately $~~0.3~~0.2 million and will be recognized over a weighted-average period of 1.3.0 ~~years.~~year.

On April 1, 2022, the Company granted 138,262 restricted shares of common stock to certain employees, which will vest ratably on January 1, 2023, January 1, 2024 and January 1, 2025, subject to continued service through such dates. The total value of these awards is calculated to be approximately $0.3 million.

Restricted Stock Units

The Company’s restricted stock unit (“RSU”) awards represent the right to receive unrestricted shares of common stock based on the achievement of Company performance objectives as determined by the Company’s compensation committee. Grants of RSUs generally entitle recipients to shares of common stock equal to 0% up to 300% of the number of units granted on the vesting date. RSUs are not eligible to vote or to receive dividends prior to vesting. Dividend equivalents are credited to the recipient and are paid only to the extent the RSUs vest based on the achievement of the applicable performance objectives.

On October 1, 2021, the Company granted certain employees RSUs with an aggregate target number of 1,220,930 RSUs, of which 0% to 300% will vest based on the Company’s Implied Equity Market Capitalization (as defined in the performance award of stock units agreements pursuant to which the RSUs were granted) at the end of the performance period ending on December 31, 2024, subject to the executive’s continued service on such date. If, however, the maximum amount of the award is not earned as of December 31, 2024, the remaining RSUs may be earned based on the Company’s Implied Equity Market Capitalization as of December 31, 2025. To the extent performance is between any two designated amounts, the percentage of the target award earned will be determined using a straight-line linear interpolation between the two designated amounts. The value of the awards is determined by using a Monte Carlo simulation model in estimating the market value of the RSUs as of the date of grant. The Company expenses the cost of RSUs ratably over the vesting period. The remaining unrecognized costs from RSU awards as of ~~June~~September 30, 2022 was approximately $~~4.3~~4.0 million and will be recognized over ~~3.6~~3.3 years.

Option Awards

In connection with the completion of the Initial Mergers, the Company assumed option awards previously issued to directors and officers of MedAmerica. Details of these options for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 are presented in the tables below:


	Number of Shares Underlying Options		Weighted Average Exercise Price Per Share		Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Life		Intrinsic Value		Number of Shares Underlying Options			Weighted Average Exercise Price Per Share			Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Life		Intrinsic Value
Balance at December 31, 2021		70,000	$	7.71	$	—		0.76	$	—		70,000		$	7.71		$	—		0.76	$	—
Options granted		—		—		—		—		—		—			—			—		—		—
Options exercised		—		—		—		—		—		—			—			—		—		—
Options expired		—		—		—		—		—		(60,000	)		(8.00	)		—		—		—
Balance at June 30, 2022		70,000	$	7.71	$	—		0.26	$	—
Balance at September 30, 2022												10,000		$	6.00		$	—		0.70	$	—


	Number of Shares Underlying Options		Weighted Average Exercise Price Per Share		Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Life		Intrinsic Value		Number of Shares Underlying Options		Weighted Average Exercise Price Per Share		Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Life		Intrinsic Value
Balance at December 31, 2020		70,000	$	7.71	$	—		1.76	$	—		70,000	$	7.71	$	—		1.76	$	—
Options granted		—		—		—		—		—		—		—		—		—		—
Options exercised		—		—		—		—		—		—		—		—		—		—
Options expired		—		—		—		—		—		—		—		—		—		—
Balance at June 30, 2021		70,000	$	7.71	$	—		1.26	$	—
Balance at September 30, 2021												70,000	$	7.71	$	—		1.01	$	—

The fair values of stock options are estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield, and the risk-free interest rate. The risk-free interest rate is the five-year treasury rate at the date of grant. The expected life is based on the contractual life of the options at the date of grant. All 10,000 and 70,000 outstanding options at September 30, 2022 and 2021, respectively, were fully vested at grant date. The exercise price of the outstanding options exceeded the closing price of the Company’s common stock at ~~June~~September 30, 2022. The intrinsic value is not material.

Warrants

On June 4, 2021, the Company issued to Lamont Street warrants to purchase 200,000 shares of the Company’s common stock at an exercise price of $2.50 per share (the “Warrants”). The Warrants were issued in connection with the issuance of the Lamont Street Preferred ~~Investment~~Interest described in Note 6 under the heading “—Lamont Street Preferred Interest.” The fair value of these warrant liabilities is estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield and the risk-free interest rate. The risk-free interest rate is the U.S. Treasury rate at the date of grant. The expected life is based on the contractual life of the warrants at the date of grant, which is 4.3 years.

Note 9 – Revenues

Disaggregated Revenue

The following table represents a disaggregation of revenues from contracts with customers for the three ~~months~~ and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 by type of service:


	Topic 606	Three Months Ended June 30,				Six Months Ended June 30,				Topic 606	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	Revenue Recognition	2022		2021		2022		2021		Revenue Recognition	2022		2021		2022		2021
Topic 606 Revenues
Leasing commissions	Point in time	$	1,055	$	477	$	1,357	$	1,066	Point in time	$	201	$	668	$	1,558	$	1,734
Property and asset management fees	Over time		77		149		147		346	Over time		85		144		232		490
Sales commissions	Point in time		226		94		372		140	Point in time		212		186		584		326
Development fees	Over time		0		88		0		177	Over time		—		70		—		247
Engineering services	Over time		46		74		103		133	Over time		47		64		150		197
Topic 606 Revenue			1,404		882		1,979		1,862			545		1,132		2,524		2,994
Out of Scope of Topic 606 revenue
Rental income		$	6,938	$	4,816	$	13,665	$	8,754		$	7,369	$	5,875	$	21,034	$	14,629
Sublease income			51		—		51		—			17		—		68		—
Total Out of Scope of Topic 606 revenue			6,989		4,816		13,716		8,754			7,386		5,875		21,102		14,629
Total Revenue		$	8,393	$	5,698	$	15,695	$	10,616		$	7,931	$	7,007	$	23,626	$	17,623

Leasing Operations

Minimum cash rental payments due to the Company in future periods under executed non-cancelable operating leases in place for the Company’s properties as of ~~June~~September 30, 2022 are as follows:


(in thousands)
Remainder of 2022	$	10,293	$	5,235
2023		20,086		20,518
2024		16,973		17,941
2025		14,164		15,186
2026		11,188		11,986
2027		8,644		9,462
Thereafter		17,644		18,958
Total	$	98,992	$	99,286

Note 10 - Earnings per Share

Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined based on the weighted average number of shares outstanding during the period combined with the incremental average shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. Potentially dilutive securities include stock options, convertible preferred stock, restricted stock, warrants, RSUs and OP units, which, subject to certain terms and conditions, may be tendered for redemption by the holder thereof for cash based on the market price of the Company’s common stock or, at the Company’s option and sole discretion, for shares of the Company’s common stock on a one-for-one basis. Stock options, convertible preferred stock, restricted stock, warrants, RSUs and OP units have been omitted from the Company’s denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the denominator would have no dilutive impact due to the net loss position. The weighted average number of anti-dilutive convertible preferred stock, restricted stock, RSUs and OP units outstanding for each of the three ~~months~~ and ~~six~~nine months ended ~~June~~September 30, 2022, was approximately ~~4.2~~ ~~million and~~ 4.1 million ~~respectively,~~ while the weighted average number of anti-dilutive convertible preferred stock, restricted stock and OP units outstanding for the three ~~months~~ and ~~six~~nine months ended ~~June~~September 30, 2021 was 3.0 million. The Warrants are not included in the number of anti-dilutive securities as of ~~June~~September 30, 2022 because the closing sales price per share of ~~our~~the Company's common stock as reported on the OTCQX Best Market was less than the exercise price of the Warrants.

The following table sets forth the computation of earnings per common share for the three ~~months~~ and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021:


(in thousands, except per share data)	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
Numerator:	2022			2021			2022			2021			2022			2021			2022			2021
Net loss	$	(2,898	)	$	(3,129	)	$	(6,088	)	$	(5,071	)	$	(2,442	)	$	(2,042	)	$	(8,530	)	$	(7,113	)
Plus: Net loss attributable to noncontrolling interest		270			399			517			664			202			222			719			886
Net loss attributable to common stockholders	$	(2,628	)	$	(2,730	)	$	(5,571	)	$	(4,407	)	$	(2,240	)	$	(1,820	)	$	(7,811	)	$	(6,227	)
Denominator
Basic weighted-average common shares		32,044			24,831			32,005			23,658			32,080			28,826			32,030			25,399
Dilutive potential common shares		—			—			—			—			—			—			—			—
Diluted weighted-average common shares		32,044			24,831			32,005			23,658			32,080			28,826			32,030			25,399

Net loss per common share- basic and diluted	$	(0.08	)	$	(0.11	)	$	(0.17	)	$	(0.19	)	$	(0.07	)	$	(0.06	)	$	(0.24	)	$	(0.25	)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read together with the consolidated financial statements and notes thereto appearing elsewhere isin this report. References to “we,” “our,” “us,” and “Company” refer to Broad Street Realty, Inc., together with its consolidated subsidiaries.

We make statements in this Quarterly Report on Form 10-Q (this “report”) that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These forward-looking statements include, without limitation, statements about our estimates, expectations, predictions and forecasts of our future business plans and financial and operating performance and/or results, as well as statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “project,” “seek,” or similar expressions or their negatives, as well as statements in future tense, we intend to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance, and our actual financial and operating results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such differences are described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 and in other documents that we file from time to time with the Securities and Exchange Commission (the “SEC”), which factors include, without limitation, the following:

Given these uncertainties, undue reliance should not be placed on our forward-looking statements. We assume no duty or responsibility to publicly update or revise any forward-looking statement that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. We urge you to review the disclosures concerning risks in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this report and identified in other documents we file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in the Company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us.

We are 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 ~~June~~September 30, 2022, we owned 15 properties with an additional ~~two~~three properties under contract to be acquired. The properties in our portfolio and the properties we have under contract are dispersed in sub-markets that we believe generally have high population densities, high traffic counts, good visibility and accessibility, which provide our tenants with attractive locations to serve the necessity-based needs of the surrounding communities. We intend to focus on acquiring additional strategically positioned properties in established and developing neighborhoods primarily leased to necessity-based tenants that meet the needs of the surrounding communities in our existing markets, as well as acquiring properties in new markets that meet our investment criteria, including the Southeastern United States. In addition, we provide commercial real estate brokerage services for our own portfolio and third-party office, industrial and retail operators and tenants.

The table below provides certain information regarding our portfolio as of ~~June~~September 30, ~~2022.~~2022 and December 31, 2021. For additional information, see “—Our Portfolio.”

We are structured as an “Up-C” corporation with substantially all of our operations conducted through Broad Street Operating Partnership, LP (our “Operating Partnership”) and its direct and indirect subsidiaries. As of ~~June~~September 30, 2022, we owned ~~92.2%~~92.3% of the units of limited partnership interest in the Operating Partnership (“OP units”), and we are the sole member of the sole general partner of our Operating Partnership. We began operating in our current structure on December 27, 2019 upon the completion of certain mergers that were part of the previously announced series of mergers (collectively, the “Mergers”) on such date, and we operate as a single reporting segment.

We continue to monitor and address risks related to the COVID-19 pandemic. Certain tenants experiencing economic difficulties during the pandemic have previously sought rent relief, which had been provided on a case-by-case basis primarily in the form of rent deferrals and, in more limited cases, in the form of rent abatements. Since April 2020, we have entered into lease modifications that deferred approximately $0.6 million and waived approximately $0.3 million of contractual revenue for rent that pertained to April 2020 through December 2021; we had no lease modifications related to COVID-19 during the ~~six~~nine months ended ~~June~~September 30, 2022. Approximately ~~$0.2~~less than $0.1 million of the total deferred rent from all lease modifications since April 2020 remained outstanding and to be billed as of ~~June~~September 30, 2022 and has a weighted average payback period of approximately 2327 months. As of ~~August 15,~~November 14, 2022, we have given rent deferrals to 36 tenants (approximately ~~11.4%~~11.1% of our total tenants) with ~~six tenants~~one tenant still on a payment plan. ~~Two tenants, which account for less than $0.1 million of deferred rent, are not in compliance with their plan.~~

However, even as conditions improve and governmental restrictions are lifted, the ability of our tenants to successfully operate their businesses and pay rent may continue to be impacted by economic conditions resulting from COVID-19 or public perception of the risk of COVID-19, which could adversely affect foot traffic to our tenants' businesses and our tenants' ability to adequately staff their businesses. The extent of the COVID-19 pandemic's effect on our future operational and financial performance, financial condition

and liquidity will depend on future developments, including the duration and intensity of the pandemic, the effectiveness, including the deployment, of COVID-19 vaccines and treatments, the duration of government measures to mitigate the pandemic and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and difficult to predict.

As of ~~June~~September 30, 2022, our portfolio was comprised of 15 retail properties consisting of ~~1,736,631~~1,735,171 total square feet of GLA. The following table provides additional information about the properties in our portfolio.



Property Name	City/State	Year Built / Renovated (1)		GLA		Percent Leased (2)			Total Annualized Base Rent (3)		Annualized Base Rent per Leased SF (4)		Percentage of Total Annualized Base Rent			Gross Real Estate Assets (in thousands)		City/State	Year Built / Renovated (1)		GLA		Percent Leased (2)			Total Annualized Base Rent (3)		Annualized Base Rent per Leased SF (4)		Percentage of Total Annualized Base Rent			Gross Real Estate Assets (in thousands)
Avondale Shops	Washington, D.C.	2010			28,308		100.0	%	$	647,636	$	22.88		3.0	%	$	8,439	Washington, D.C.	2010			28,308		100.0	%	$	658,078	$	23.25		2.9	%	$	8,439
Brookhill Azalea Shopping Center	Richmond, VA	2012			163,353		88.7	%		1,522,377		10.51		6.9	%		17,365	Richmond, VA	2012			163,353		88.7	%		1,554,243		10.73		7.0	%		17,404
Coral Hills Shopping Center	Capitol Heights, MD		2012		85,928		100.0	%		1,383,900		16.11		6.3	%		16,683	Capitol Heights, MD		2012		85,001		100.0	%		1,448,701		17.04		6.5	%		16,683
Crestview Square Shopping Center	Landover Hills, MD		2012		74,694		100.0	%		1,464,938		19.61		6.7	%		18,697	Landover Hills, MD		2012		74,694		100.0	%		1,468,731		19.66		6.6	%		18,653
Cromwell Field Shopping Center	Glen Burnie, MD		2020		233,486		66.2	%		1,612,099		10.42		7.3	%		18,648	Glen Burnie, MD		2020		233,486		67.2	%		1,627,780		10.37		7.3	%		18,664
Dekalb Plaza	East Norriton, PA		2017		178,356		97.8	%		2,019,560		11.58		9.2	%		28,435	East Norriton, PA		2017		178,356		97.8	%		2,030,265		11.64		9.1	%		28,448
The Shops at Greenwood Village	Greenwood Village, CO		2019		199,336		96.9	%		3,256,304		16.86		14.9	%		31,149	Greenwood Village, CO		2019		198,822		98.4	%		3,323,189		16.99		14.9	%		31,790
Highlandtown Village Shopping Center	Baltimore, MD		1987		57,513		89.8	%	��	951,036		18.41		4.3	%		7,401	Baltimore, MD		1987		57,524		89.8	%		960,751		18.60		4.3	%		7,402
Hollinswood Shopping Center	Baltimore, MD		2020		112,698		91.9	%		1,706,914		16.48		7.8	%		25,402	Baltimore, MD		2020		112,648		92.0	%		1,711,815		16.52		7.7	%		25,402
Lamar Station Plaza East	Lakewood, CO		1984		42,700		69.2	%		495,277		16.77		2.3	%		6,132	Lakewood, CO		1984		42,700		85.7	%		556,998		15.22		2.5	%		6,195
Midtown Colonial	Williamsburg, VA		2018		98,043		85.7	%		934,469		11.12		4.3	%		15,712	Williamsburg, VA		2018		98,067		85.7	%		998,599		11.88		4.5	%		16,809
Midtown Lamonticello	Williamsburg, VA		2019		63,157		92.5	%		958,190		16.39		4.4	%		16,278	Williamsburg, VA		2019		63,157		92.5	%		952,971		16.30		4.2	%		16,279
Spotswood Valley Square Shopping Center	Harrisonburg, VA		1997		190,650		100.0	%		1,895,865		9.94		8.7	%		14,671	Harrisonburg, VA		1997		190,646		100.0	%		1,896,030		9.95		8.5	%		14,675
Vista Shops at Golden Mile	Frederick, MD		2009		98,858		98.4	%		1,732,811		17.81		7.9	%		14,937	Frederick, MD		2009		98,858		98.4	%		1,735,781		17.84		7.8	%		14,937
West Broad Commons Shopping Center	Richmond, VA		2017		109,551		89.8	%		1,324,911		13.47		6.0	%		19,948	Richmond, VA		2017		109,551		93.3	%		1,397,552		13.67		6.2	%		20,014
Total					1,736,631		90.4	%	$	21,906,287	$	13.96		100.0	%	$	259,897					1,735,171		91.3	%	$	22,321,484	$	14.09		100.0	%	$	261,794

The following table contains information regarding the geographic concentration of the properties in our portfolio as of ~~June~~September 30, 2022, which includes rental income for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

(1) Rental income for the ~~six~~nine months ended ~~June~~September 30, 2021 includes less than $0.1 million of ground rental revenue under the ground lease for the parcel of land acquired in January 2020. The ground lease was terminated upon the completion of the Cromwell Field Shopping Center Merger on May 26, 2021.

Refer to our audited consolidated financial statements and notes thereto for the year ended December 31, 2021 for a discussion of our accounting policies, including the critical accounting policies of revenue recognition, real estate investments, asset impairment, income taxes, and our accounting policy on consolidation, which are included in our 2021 Annual Report on Form 10-K, which was filed with the SEC on April 15, 2022. During the ~~six~~nine months ended ~~June~~September 30, 2022, there were no material changes to these policies. See Note 2 “—Recent Accounting Pronouncements” to our consolidated financial statements in Item 1 of this report for recently-adopted accounting pronouncements.

Growth in rental income will depend on our ability to acquire additional properties that meet our investment criteria and on filling vacancies and increasing rents on the properties in our portfolio. The amount of rental income generated by the properties in our portfolio depends on our ability to renew expiring leases or re-lease space upon the scheduled or unscheduled termination of leases, lease currently available space and maintain or increase rental rates at our properties. ~~In addition to the factors regarding the COVID-19 pandemic described above, our~~Our rental income in future periods could be adversely affected by local, regional, or national economic conditions, an oversupply of or a reduction in demand for retail space, changes in market rental rates, our ability to provide adequate services and maintenance at our properties, and fluctuations in interest rates. In addition, economic downturns affecting our markets or downturns in our tenants’ businesses that impair our ability to renew or re-lease space and the ability of our tenants to fulfill their lease commitments to us ~~including as a result of the COVID-19 pandemic,~~ could adversely affect our ability to maintain or increase rent and occupancy.

Our ability to re-lease expiring space at rental rates equal to or greater than that of current rental rates will impact our results of operations. Our properties are marketed to smaller tenants that generally desire shorter-term leases. As of ~~June~~September 30, 2022, approximately ~~44.9%~~45.5% of our portfolio (based on GLA) was leased to tenants occupying less than 10,000 square feet. In addition, as of ~~June~~September 30, 2022, approximately ~~9.6%~~8.7% of our GLA was vacant and approximately ~~2.0%~~10.8% of our leases (based on GLA) were scheduled to expire on or before December 31, ~~2022.~~2023. Although we maintain ongoing dialogue with our tenants, we generally raise the issue of renewal at least 12 months prior to lease renewal often providing concessions for early renewal. If our current tenants do not renew their leases or terminate their leases early, we may be unable to re-lease the space to new tenants on favorable terms or at ~~all, including as a result of the COVID-19 pandemic.~~all. Our vacancy trends will be impacted by new properties that we acquire, which may include properties with higher vacancy where we identified opportunities to increase occupancy.

Over the long-term, we intend to grow our portfolio through the acquisition of additional strategically positioned properties in established and developing neighborhoods primarily leased to necessity-based tenants that meet the needs of the surrounding communities in our existing markets, as well as acquiring properties in new markets that meet our investment criteria, including the Southeastern United States. We have established relationships with a wide variety of market participants, including tenants, leasing agents, investment sales brokers, property owners and lenders, in our target markets and beyond, and, over the long-term, we believe that we will have opportunities to acquire properties that meet our investment criteria at attractive prices.

On December 21, 2021, we entered into a purchase and sale agreement (the “MTR Agreement”) with BBL Current Owner, LLC (“BBL Current”) to acquire a mixed-use property in Williamsburg, Virginia known as Midtown Row for a purchase price of $122.0

million in ~~cash.~~cash (the “Midtown Row Acquisition”). On July 1, 2022, the MTR Agreement automatically terminated in accordance with

its terms as a result of the closing not occurring by June 30, 2022. On September 1, 2022, we entered into a third amendment and reinstatement of the MTR Agreement (the “MTR Amendment”) with BBL Current, pursuant to which the MTR Agreement was fully reinstated, subject to the terms of the MTR Amendment. The MTR Amendment increased the purchase price for the Midtown Row Acquisition to $123.3 million. Pursuant to the terms of the MTR Amendment, the purchase price will be paid in cash and not less than $5.0 million of common OP units and newly designated Series A convertible preferred OP units (“Preferred Units”). The common OP units and Preferred Units will be valued at $2.00 per unit for purposes of the MTR Agreement.

In connection with the ~~Termination,~~initial execution of the MTR Agreement, we ~~forfeited~~made a deposit of $0.2 million. Pursuant to the MTR Amendment, we were required to make an additional deposit of $0.25 million, as well as pledge $0.3 million in development fees to which one of our ~~$0.2~~subsidiaries is entitled (the “Pledge Deposit”). In addition, we are required to make an additional deposit of $1.25 million ~~deposit~~(the “Reserve Deposit”) upon the release of certain reserve funds held by the Basis Lender (as defined below), the payment of which is guaranteed by us. In the event we default on our obligation to complete the Midtown Row Acquisition, (i) the Reserve Deposit, if not already provided, will become immediately due and payable and (ii) we will forfeit all deposits (including the Pledge Deposit) under the MTR Agreement ~~which is BBL Current's sole remedy for the Termination~~ and ~~releases and discharges us from any and all further liability or obligation under~~ the MTR ~~Agreement. We are in discussions with BBL Current to amend~~Amendment.

Under the MTR ~~Agreement to revive the agreement, extend~~Amendment, the outside closing date ~~and amend certain other provisions, but there~~of the Midtown Row Acquisition was extended to November 23, 2022. The Midtown Row Acquisition is subject to customary closing conditions. There can be no assurances that wethese conditions will ~~enter into such an amendment~~be satisfied or ~~if we enter into such an amendment,~~ that we will ~~ultimately close~~complete the ~~acquisition.~~Midtown Row Acquisition on the terms described herein or at all.

On February 8, 2022, we entered into a purchase and sale agreement (the ~~“Colfax~~“Initial Colfax Agreement”) to acquire a land parcel for a purchase price of $2.5 million in cash. On July 1, 2022, the Initial Colfax Agreement automatically terminated in accordance with its terms as a result of the closing not occurring by June 30, 2022. In connection with the termination of the Initial Colfax Agreement, ~~the Company~~we forfeited ~~its~~the $0.3 million ~~deposit.~~deposit (“Colfax Land Parcel Acquisition”). On September 29, 2022, we entered into a second purchase and sale agreement (the “Second Colfax Agreement”) to acquire the initial land parcel for $2.3 million in cash. Pursuant to the Second Colfax Agreement, we made a deposit of $0.1 million in October 2022. The Second Colfax Agreement is subject to customary closing conditions. There can be no assurances that these conditions will be satisfied or that we will complete the Colfax Land Parcel Acquisition on the terms described herein or at all.

We have terminated the merger agreement related to the Cypress Point property because we determined the acquisition would not be accretive to our portfolio due to the performance of the property and the property-owning entity’s default under the mortgage loan secured by the property. Therefore, as of September 30, 2022, we had one remaining pending acquisition (related to the Lamar Station Plaza property) pursuant to the agreements and plans of merger that were originally entered into on May 28, 2019. At closing, we will issue an aggregate of 573,529 OP units as consideration for the acquisition. Until the closing of the acquisition, we will continue to manage the property and earn a management fee.

General and administrative expenses include employee compensation costs, professional fees, consulting, and other general administrative expenses. We expect that our general and administrative expenses will rise in some measure as our portfolio grows but that such expenses as a percentage of our revenue will decrease over time due to efficiencies and economies of scale.

We incur capital expenditures at our properties that vary in amount and frequency based on each property’s specific needs. We expect our capital expenditures will be for recurring maintenance to ensure our properties are in good working condition, including parking and roof repairs, façade maintenance and general upkeep. We also will incur capital expenditures related to repositioning and refurbishing properties where we have identified opportunities to improve our properties to increase occupancy, and we may incur capital expenditures related to redevelopment or development consistent with our business and growth strategies.

This section provides a comparative discussion on our results of operations and should be read in conjunction with our

Comparison of the three months ended ~~June~~September 30, 2022 to the three months ended ~~June~~September 30, 2021

Revenues for the three months ended ~~June~~September 30, 2022 increased approximately ~~$2.7~~$0.9 million, or ~~47%~~13%, compared to the three months ended ~~June~~September 30, 2021, as a result of an approximately ~~$2.1~~$1.5 million increase in rental income. This increase was partially offset by approximately $0.4 million and $0.1 million decreases in commissions and management fees and other income, respectively. Rental income primarily increased as a result of the acquisition of one property in the fourth quarter of 2021. The decrease in commissions is due to a lower transaction volume of leasing. The decrease in management fees and other income is mainly attributable to fees recognized in 2021 related to properties that were acquired by the Company in the fourth quarter of 2021 and development fees recognized during the third quarter of 2021.

Total operating expenses for the three months ended September 30, 2022 increased approximately $1.2 million, or 14%, compared to the three months ended September 30, 2021, primarily from: (i) an increase in depreciation and amortization expense of approximately $0.6 million, primarily related to one property that was acquired in October 2021 (which comprised $0.8 million of the total depreciation and amortization expense, partially offset by a $0.2 million decrease in amortization of in-place lease tangibles); (ii) an increase in property operating expense of approximately $0.5 million, which is mainly attributable to one property acquired in the fourth quarter of 2021; and (iii) an increase in general and administrative expenses of approximately $0.3 million, which is mainly attributable to an increase in stock compensation expense.

The gain on derivative fair value adjustment was approximately $1.2 million for the three months ended September 30, 2022 compared to less than $0.1 million for the three months ended September 30, 2021. The increase of $1.2 million was primarily due to the interest rate swaps we entered into on July 1, 2021 and December 27, 2019.

Interest expense for the three months ended September 30, 2022 increased approximately $0.7 million, or 29%, compared to the three months ended September 30, 2021, primarily due to debt that was originated in connection with a property that was acquired in the fourth quarter of 2021. We had additional net borrowings of approximately $20.9 million after September 30, 2021.

Net loss attributable to noncontrolling interest for the three months ended September 30, 2022 decreased less than $0.1 million compared to the three months ended September 30, 2021. The net loss attributable to noncontrolling interest reflects the proportionate share of the OP units held by outside investors in the operating results of the Operating Partnership.

Comparison of the nine months ended September 30, 2022 to the nine months ended September 30, 2021

Revenues for the nine months ended September 30, 2022 increased approximately $6.0 million, or 34%, compared to the nine months ended September 30, 2021, as a result of an approximately $6.4 million increase in rental income and ~~an approximately $0.7~~$0.1 million increase in commissions. ~~This increase was~~These increases were partially offset by an approximately ~~$0.1~~$0.5 million decrease in management fees and other income. Rental income increased primarily as a result of the acquisition of three properties in the second quarter of 2021 and one property in the fourth quarter of 2021. The increase in commissions is due to a larger transaction volume of leasing. The decrease in management fees and other income is mainly attributable to fees recognized in 2021 related to properties that were acquired by the Company in the second quarter and fourth quarter of 2021.

Total operating expenses for the ~~three~~nine months ended ~~June~~September 30, 2022 increased approximately ~~$3.5~~$8.5 million, or ~~52%~~39%, compared to the ~~three~~nine months ended ~~June~~September 30, 2021, primarily from: (i) an increase in depreciation and amortization expense of approximately ~~$1.4~~$3.8 million, primarily related to four properties that were acquired since May 2021 (which comprised ~~$1.5~~$4.1 million of the total depreciation and amortization expense, partially offset by a ~~$0.1~~$0.4 million decrease in amortization of in-place lease tangibles); (ii) an increase in general and administrative expenses of approximately $2.3 million mainly attributable to an increase in stock compensation expense of approximately $1.3 million, an increase in payroll and related expenses of approximately $0.4 million, an increase in real estate related acquisition costs of approximately $0.3 million due to writing off pre-acquisition costs relating to the Colfax land parcel, an increase in professional fees of approximately $0.1 million and an increase in board of directors fees of approximately $0.1 million; and (iii) an increase in property operating expense of approximately ~~$0.7~~$2.1 million, which is mainly attributable to the three properties acquired in the second quarter of 2021 and one property ~~acquired~~ in the fourth quarter of 2021; (iii) an increase in real estate related acquisition costs of approximately $0.5 million due to writing off pre-acquisition costs relating to Midtown Row and the Colfax land parcel; and (iv) an increase in general and administrative expenses of approximately $0.4 million, which is mainly attributable to an increase in payroll and related expenses of approximately $0.3 million, an increase in stock compensation expense of approximately $0.3 million and a decrease in professional fees of approximately $0.2 million.2021.

The gain on derivative fair value adjustment was approximately ~~$0.8~~$3.8 million for the ~~three~~nine months ended ~~June~~September 30, 2022 compared to ~~less than $0.1~~$0.3 million for the ~~three~~nine months ended ~~June~~September 30, 2021. The increase of ~~$0.8~~$3.6 million was primarily due to the interest rate swaps we entered into on July 1, 2021 and December 27, 2019.

Interest expense for the ~~three~~nine months ended ~~June~~September 30, 2022 ~~decreased~~increased approximately ~~$0.4~~$1.0 million, or ~~13%~~14%, compared to the ~~three~~nine months ended June 30, 2021, primarily due to the recognition of approximately $1.0 million of interest expense related to the Lamont Street Minimum Multiple Amount (as defined below) in the second quarter of 2021. This decrease was partially offset by debt that was originated in connection with a property that was acquired in the fourth quarter of 2021. We had additional net borrowings of approximately $21.1 million after June 30, 2021.

Net loss attributable to noncontrolling interest for the three months ended June 30, 2022 decreased approximately $0.1 million compared to the three months ended June 30, 2021. The net loss attributable to noncontrolling interest reflects the proportionate share

~~of the units of limited partnership interest in the Operating Partnership ("OP units") held by outside investors in the operating results of the Operating Partnership.~~

~~Comparison of the six months ended June 30, 2022 to the six months ended June 30, 2021~~

Revenues for the six months ended June 30, 2022 increased approximately $5.1 million, or 48%, compared to the six months ended June 30, 2021, as a result of an approximately $4.9 million increase in rental income and $0.5 million increase in commissions. This increase was partially offset by an approximately $0.4 million decrease in management fees and other income. Rental income increased as a result of the acquisition of three properties in the second quarter of 2021 and one property in the fourth quarter of 2021. The increase in commissions is due to a larger transaction volume of leasing. The decrease in management fees and other income is mainly attributable to fees recognized in 2021 related to properties that were acquired by the Company in the second quarter and fourth quarter of 2021.

Total operating expenses for the six months ended June 30, 2022 increased approximately $7.3 million, or 55%, compared to the six months ended June 30, 2021, primarily from: (i) an increase in depreciation and amortization expense of approximately $3.2 million, primarily related to four properties that were acquired since May 2021 (which comprised $3.7 million of the total depreciation and amortization expense and a $1.5 million increase in amortization of in-place lease tangibles); (ii) an increase in general and administrative expenses of approximately $1.5 million mainly attributable to an increase in stock compensation expense of approximately $1.0 million, an increase in payroll and related expenses of approximately $0.5 million and an increase in board of directors fees of approximately $0.1 million; (iii) an increase in property operating expense of approximately $1.6 million, which is mainly attributable to the three properties acquired in the second quarter of 2021 and one property in the fourth quarter of 2021; and (iv) an increase in real estate related acquisition costs of approximately $0.5 million due to writing off pre-acquisition costs relating to Midtown Row and the Colfax land parcel.

The gain on derivative fair value adjustment was approximately $2.6 million for the six months ended June 30, 2022 compared to $0.2 million for the six months ended June 30, 2021. The increase of $2.4 million was primarily due to the interest rate swaps we entered into on July 1, 2021 and December 27, 2019.

~~Interest expense for the six months ended June 30, 2022 increased approximately $0.3 million, or 6%, compared to the six months ended June~~September 30, 2021, primarily due to debt that was assumed or originated in connection with four properties that were acquired ~~after June 30,~~during 2021. We had additional net borrowings of approximately ~~$21.1~~$20.9 million after ~~June~~September 30, 2021.

The gain on extinguishment of debt of approximately ~~$0.8~~$1.5 million for the ~~six~~nine months ended ~~June~~September 30, 2021 is related to the forgiveness of an unsecured loan of approximately ~~$0.8~~$1.5 million pursuant to the Paycheck Protection Program (the "PPP Program") which was established under the Coronavirus Aid, Relief, and Economic Security Act.

Net loss attributable to noncontrolling interest for the ~~six~~nine months ended ~~June~~September 30, 2022 decreased approximately ~~$0.1~~$0.2 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. The net loss attributable to noncontrolling interest reflects the proportionate share of OP units held by outside investors in the operating results of the Operating Partnership.

We present the non-GAAP performance measures set forth below. These measures should not be considered as an alternative to, or more meaningful than, net income (calculated in accordance with ~~GAAP)~~U.S. generally accepted accounting principles (“GAAP”)) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those calculated in accordance with GAAP. Our computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other real estate companies and, therefore, may not be comparable to similarly titled measures presented by other real estate companies. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance.

Funds from operations (“FFO”) is a supplemental non-GAAP financial measure of real estate companies' operating performance. The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as follows: net income (loss), computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Considering the nature of our business as a real estate owner and operator, we believe that FFO is useful to investors in measuring our operating and financial performance because the definition excludes items included in net income that do not relate to or are not indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analysis of operating and financial performance more difficult, such as gains and losses from the sale of certain real estate assets and impairment write-downs of certain real estate assets. Specifically, in excluding real estate related depreciation and amortization and gains and losses from sales of depreciable operating properties, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. Also, FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

Adjusted FFO ("AFFO") is calculated by excluding the effect of certain items that do not reflect ongoing property operations, including stock-based compensation expense, deferred financing and debt issuance cost amortization, non-real estate depreciation and amortization, straight-line rent and other non-comparable or non-operating items. Management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company’s operational performance than FFO.

AFFO is not intended to represent cash flow or liquidity for the period and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of real estate companies and presenting AFFO enables investors to assess our performance in comparison to other real estate companies. AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.

Our reconciliation of net income (loss) to FFO and AFFO for the three ~~months~~ and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 is as follows:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(dollars in thousands)	2022			2021			2022			2021			2022			2021			2022			2021
Net loss	$	(2,898	)	$	(3,129	)	$	(6,088	)	$	(5,071	)	$	(2,442	)	$	(2,042	)	$	(8,530	)	$	(7,113	)
Real estate depreciation and amortization		3,945			2,568			7,926			4,792			3,933			3,275			11,859			8,067
Amortization of direct leasing costs		10			2			14			4			17			2			31			6
FFO attributable to common shares and OP units		1,057			(559	)		1,852			(275	)		1,508			1,235			3,360			960
Stock-based compensation expense		400			123			1,186			144			380			76			1,566			220
Deferred financing and debt issuance cost amortization		385			324			768			548			404			371			1,172			919
Non-real estate depreciation and amortization		7			5			12			10			1			4			13			14
Recurring capital expenditures		(267	)		(70	)		(479	)		(140	)		(950	)		47			(1,429	)		(93	)
Straight-line rent revenue		(254	)		(288	)		(385	)		(282	)		(234	)		(9	)		(619	)		(291	)
Minimum return on preferred interests		(376	)		666			(747	)		424
Minimum multiple on preferred interests														(182	)		(379	)		(929	)		45
Non cash derivative fair value adjustment		(805	)		(20	)		(2,570	)		(211	)		(1,249	)		(50	)		(3,819	)		(261	)
AFFO attributable to common shares and OP units	$	147		$	181		$	(363	)	$	218		$	(322	)	$	1,295		$	(685	)	$	1,513

Weighted average shares outstanding to common shares
Diluted		32,043,824			24,831,316			32,005,410			23,657,916			32,079,861			28,825,677			32,030,500			25,399,433

Net loss attributable to common stockholders per share
Diluted (1)	$	(0.08	)	$	(0.11	)	$	(0.17	)	$	(0.19	)	$	(0.07	)	$	(0.06	)	$	(0.24	)	$	(0.25	)

Weighted average shares outstanding to common shares and OP units
Diluted		34,775,558			27,659,220			34,767,031			26,485,820			34,775,561			31,653,581			34,769,896			28,227,337

FFO attributable to common shares and OP units
Diluted (2)	$	0.03		$	(0.02	)	$	0.05		$	(0.01	)	$	0.04		$	0.04		$	0.10		$	0.03

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay any outstanding borrowings, fund and maintain our assets and operations and other general business needs.

Our short-term liquidity requirements consist primarily of debt service requirements, operating expenses, recurring capital expenditures (such as repairs and maintenance of our properties), and non-recurring capital expenditures (such as capital improvements and tenant improvements). As of ~~June~~September 30, 2022 and ~~August 8,~~November 7, 2022, we had unrestricted cash and cash equivalents of approximately ~~$2.4~~$1.6 million and ~~$2.6~~$1.8 million, respectively, available for current liquidity needs and restricted cash of approximately ~~$8.3~~$5.2 million and ~~$8.0~~$5.6 million, respectively, which is available for debt service shortfall requirements, certain capital expenditures, real estate taxes and insurance.

WeAs of September 30, 2022, we have five mortgage loans and a mezzanine loan on five properties (Cromwell Field Shopping Center, Lamar Station Plaza East, Highlandtown Village Shopping Center, Spotswood Valley Square Shopping Center and Vista Shops at Golden Mile Loan) totaling approximately ~~$46.3~~$46.2 million that will mature within twelve months of the date that the financial statements included in this report are issued. One of the mortgage loans with a balance of $3.5 million as of September 30, 2022 matured on October 17, 2022 and remains outstanding. The lender gave us a forbearance through November 23, 2022 to repay the loan. We project that we will not have sufficient cash available to pay off the other mortgage and mezzanine loans upon maturity, and we are currently seeking to refinance the loans prior to maturity or cure period in ~~October 2022, November~~December 2022, May 2023, June 2023 and July 2023. There can be no assurances that we will be successful in refinancing the mortgage and mezzanine loans on favorable terms or at all. If we are 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, we would not have any further financial obligation to the lenders as the value of these properties are in excess of the outstanding loan balances.

The MVB Term Loan, MVB Revolver and Second MVB Term Loan (each as defined below, and collectively, the “MVB Loans”), totaling approximately ~~$6.6~~$6.7 million as of ~~June~~September 30, 2022, mature in June 2023. We are required to pay an exit fee to ~~MVB~~the lender in an amount

equal to two percent multiplied by the aggregate principal balance of the MVB Loans at the time of the maturity date or just prior to such repayments. Management is in discussions with other lenders to refinance the MVB Loans; however, there can be no assurances that we will be successful in refinancing the MVB Loans.

The Lamont Street Preferred Interest (as defined below) has an outstanding balance of $4.1 million as of September 30, 2022, with a redemption date of September 30, 2023. The redemption date can be extended by us to September 30, 2024 and September 30, 2025, in each case subject to certain conditions. There can be no assurance that we will be successful in exercising these extension options or refinancing the Lamont Street Preferred Interest prior to its maturity. If we are unable to extend or refinance the Lamont Street Preferred Interest prior to the redemption date, Lamont Street (as defined below) may remove the Operating Partnership as the manager of the BSV Highlandtown and BSV Spotswood (each as defined below).

In addition, the Basis Term Loan and the Basis Preferred Interest (each as defined below) totaling approximately ~~$75.1~~$75.0 million mature on January 1, 2023, subject to two one-year extension options that are subject to certain conditions, including a material adverse change clause. Management is in discussions with Basis (as defined below) regarding the exercise of these extension options and is in discussions with other ~~lenders~~parties to refinance the Basis Term Loan and the Basis Preferred Interest with new loans or preferred equity, which management believes will be available on acceptable terms based on discussions with lenders and the loan-to-value ratios of the properties securing the Basis Term Loan. There can be no assurances, however, that we will be successful in exercising these extension options or refinancing the Basis Term Loan and the Basis Preferred Interest prior to their maturity. If we are unable to extend or refinance the Basis Term Loan prior to maturity, the lender will have the right to place the loan in default and ultimately foreclose on the six properties securing the loan. If we are unable to extend or redeem the Basis Preferred Interest prior to the mandatory redemption date, the Preferred Investor (as defined below) may remove the Operating Partnership as the manager of the Sub-OP (as defined below) and as the manager of the property-owning entities held under the Sub-OP.

Although management believes that we will be able to extend or refinance our debt prior to maturity, including the Basis Term Loan and the Basis Preferred Interest, it is possible that we may be unable extend or refinance such debt, which creates substantial doubt about our ability to continue as a going concern for a period of one year after the date that the financial statements included in this report are issued. The financial statements included in this report 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.

Our long-term liquidity requirements are expected to consist primarily of funds necessary for the repayment of debt at or prior to maturity, capital improvements, development and/or redevelopment of properties and property acquisitions. We expect to meet our long-term liquidity requirements through net cash from operations, additional secured and unsecured debt and, subject to market conditions, the issuance of additional shares of common stock, preferred stock or OP units.

Our access to capital depends upon a number of factors over which we have little or no control, including general market conditions, the market’s perception of our current and potential future earnings and cash distributions, our current debt levels and the market price of the shares of our common stock. Although our common stock is quoted on the OTCQX Best Market, there is a very limited trading market for our common stock, and if a more active trading market is not developed and sustained, we will be limited in our ability to issue equity to fund our capital needs. If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or pay dividends to our stockholders. Until we have greater access to capital, we will likely structure future acquisitions through joint ventures or other syndicated structures in which outside investors will contribute a majority of the capital and we will manage the assets.

As described below, under our existing debt agreements, we are subject to continuing covenants. In the event of a default, the lenders could accelerate the timing of payments under the applicable debt obligations, and we 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 our liquidity, financial condition and results of operations. As ~~described below, as~~ of June 30, 2022, we were not in compliance with the debt service coverage ratio covenant under the Lamar Station Plaza East mortgage loan agreement, which matures on October 17, 2022. However, pursuant to the latest modification of the Lamar Station Plaza East mortgage loan, the debt service coverage ratio test was eliminated, effective July 17, 2022. As of JuneSeptember 30, 2022, we were in compliance with all of the other covenants under our debt agreements.

The following table sets forth certain information regarding our outstanding indebtedness as of ~~June~~September 30, 2022:

In December 2019, six of our subsidiaries, as borrowers (collectively, the “Borrowers”), and Big Real Estate Finance I, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC (“Basis”), as lender (the “Basis Lender”), entered into a loan agreement (the “Basis Loan Agreement”) pursuant to which the Basis Lender made a senior secured term loan of up to $66.9 million (the “Basis Term Loan”) to the Borrowers. Pursuant to the Basis Loan Agreement, the Basis Term Loan is secured by mortgages on the following properties: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. The Basis Term Loan matures on January 1, 2023, subject to two one-year extension options, subject to certain conditions. On June 29, 2022, the Basis Loan Agreement was amended and restated, effective December 27, 2019, to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”). The Basis Term Loan bears interest at a rate equal to the greater of (i) SOFR plus 3.97% per annum and (ii) 6.125% per annum. ~~As of June 30, 2022, the~~The Borrowers had entered into an interest rate cap that effectively capped ~~LIBOR~~the prior-LIBOR rate at 3.50% per annum. On August 1, 2022, the interest rate cap was modified to cap the SOFR rate at ~~3.5%~~3.50% per annum. As of ~~June~~September 30, 2022, the interest rate of the Basis Term Loan was 6.125% and the balance outstanding was $66.9 million.

If (i) an event of default exists, (ii) the Company's subsidiary serving as the property manager (“BSR”) or any other subsidiary of the Company serving as property manager for one of the secured parties becomes bankrupt, insolvent or a debtor in an insolvency proceeding, or there is a change of control of BSR or such other subsidiary without approval by the Basis Lender, (iii) a default occurs under the applicable management agreement, or (iv) the property manager has engaged in fraud, willful misconduct, misappropriation of funds or is grossly negligent with regard to the applicable property, the Basis Lender may require a Borrower to replace BSR or such other subsidiary of the Company as the property manager and hire a third party manager approved by the Basis Lender to manage the applicable property.

In addition, if there is a default by the Company under the MVB Loan Agreement (as defined below), by Mr. Jacoby under his guarantee of the loans under the MVB Loan Agreement or by Mr. Jacoby under a certain personal loan as long as he has pledged OP units as collateral for such loan, and such default has not been waived or cured, then the Basis Lender will have the right to sweep the Borrowers’ cash account in which they collect and retain rental payments from the properties securing the Basis Term Loan on a daily basis in order for the Basis Lender to create a cash reserve that will serve as collateral for the Basis Term Loan.

The Basis Loan Agreement includes a debt service coverage calculation based on the trailing twelve month's results which includes an adjustment for tenants that are more than one-month delinquent in paying rent. A debt service coverage ratio below 1.10x is a Cash Trap Trigger Event (as defined in the Basis Loan Agreement), which gives the Basis Lender the right to institute a cash management period until the trigger is cured. A debt service coverage ratio below 1.05x for two consecutive calendar quarters gives the Basis Lender the right to remove the Company as manager of the properties. The debt service coverage calculation for the twelve months ended ~~June~~September 30, 2022 was approximately ~~1.52x.~~1.51x.

In December 2019, the Operating Partnership and Big BSP Investments, LLC, a subsidiary of a real estate fund managed by Basis (the “Preferred Investor”), entered into an amended and restated operating agreement (the “Sub-OP Operating Agreement”) of Broad Street BIG First OP, LLC, a subsidiary of the Operating Partnership (the “Sub-OP”). Pursuant to the Sub-OP Operating Agreement, among other things, the Preferred Investor committed to make an investment of up to $10.7 million in the Sub-OP, of which $6.9 million had been funded as of ~~June~~September 30, 2022, in exchange for a 1.0% membership interest in the Sub-OP designated as Class A units.

Pursuant to the Sub-OP Operating Agreement, the Preferred Investor is entitled to a cumulative annual return of 14.0% on its initial capital contribution (the “Class A Return”), and the Preferred Investor will be entitled to a 20% return (the “Enhanced Class A Return”) on any capital contribution made to the Sub-OP in excess of the $10.7 million commitment. The Preferred Investor’s interests must be redeemed on or before the earlier of: (i) January 1, 2023 and (ii) the date on which the Basis Term Loan is paid in full (the “Redemption Date”). The Redemption Date may be extended to December 31, 2023 and December 31, 2024, in each case subject to certain conditions, including the payment of a fee equal to 0.25% of the Preferred Investor’s net invested capital for the first extension option and a fee of 0.50% of the Preferred Investor’s net invested capital for the second extension option. If the redemption price is paid on or before the Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by the Preferred Investor, (b) all accrued but unpaid Class A Return, (c) all accrued but unpaid Enhanced Class A Return and (d) all costs and other expenses incurred by the Preferred Investor in connection with the enforcement of its rights under the Sub-OP Operating Agreement. Additionally, at the Redemption Date, the Preferred Investor is entitled to an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.4, less (b) the aggregate amount of Class A ~~return~~Return payments made to the Preferred Investor (the “Minimum Multiple Amount”). As of ~~June~~September 30, 2022 and December 31, 2021, the Minimum Multiple Amount was approximately ~~$0.3~~$0.1 million and $0.8 million, respectively, which is included as indebtedness on the consolidated balance sheets.

On June 16, 2020, the Preferred Investor made two additional capital contributions available to the Sub-OP in the aggregate amount of approximately $2.9 million, which is classified as debt. The two capital contributions consisted of: (i) a $2.4 million capital contribution to the Sub-OP that the Sub-OP contributed to the Borrowers for purposes of making debt service payments under the Basis Loan Agreement and (ii) a $0.5 million capital contribution to the Sub-OP that the Sub-OP contributed to certain of its other property owning subsidiaries for purposes of making debt service payments on mortgage debt secured by the properties owned by such subsidiaries and making payments of the Class A Return due to the Preferred Investor pursuant to the Sub-OP Operating Agreement. The Preferred Investor is entitled to a cumulative annual return of 13.0% on the additional capital contributions. The Company repaid approximately $0.8 million of these funds with the proceeds from the Vista Shops mortgage refinance. Additionally, approximately $0.3 million of availability under the capital contributions was returned to the Preferred Investor and is no longer available to the Company. On October 1, 2021, approximately $1.0 million of availability under the capital contributions was returned to the Preferred Investor and is no longer available to the Company. As of the date of this report, there is no remaining availability to the Company from these capital contributions.

In December 2019, the Company, the Operating Partnership and BSR entered into a loan agreement (the “MVB Loan Agreement”) with MVB Bank, Inc. (“MVB”) with respect to a $6.5 million loan consisting of a $4.5 million term loan (the “MVB Term Loan”) and a $2.0 million revolving credit facility (the “MVB Revolver”). The MVB Term Loan had an original maturity date of December 27, 2022, which has been extended to June 27, 2023 under the terms described below, and the MVB Revolver had an original maturity date of December 27, 2020, which has been extended to June 27, 2023 under the terms described below. The MVB Term Loan has a fixed interest rate of 6.75% per annum and the MVB Revolver carries an interest rate of the greater of (i) prime rate plus 1.5% and (ii) 6.75%.

The Company has no additional availability under the MVB Term Loan and the MVB Revolver as of ~~June~~September 30, 2022.

The MVB Loan Agreement contains certain customary representations and warranties and affirmative and negative covenants. The MVB Loan Agreement also requires the Company to maintain (as such terms are defined in the MVB Loan Agreement) (i) a debt service coverage ratio of at least 1.30 to 1.00, (ii) an EBITDA to consolidated funded debt ratio of at least 8.0%, (iii) an aggregate minimum unencumbered cash, including funds available under other lines of credit, of greater than $5.0 million (the “Minimum Liquidity Requirement”), and (iv) one or more deposit accounts with MVB with an aggregate minimum balance of $3.0 million (the “Deposit Requirement”). The failure to comply with the Deposit Requirement is not a default under the MVB Loan Agreement but will increase the interest rate under the MVB Term Loan and MVB Revolver by 1.0% until the Deposit Requirement has been satisfied. As described below, MVB agreed to require interest-only payments for three months in 2021 (April, May, and June) and deferred covenant tests until June 30, 2021 and December 31, 2021.

In December 2020, we entered into an amendment to the MVB Loan Agreement which extended the maturity date of the MVB Revolver to December 27, 2021 and in March 2021, we entered into another amendment to the MVB Loan Agreement which further extended the maturity date of the MVB Revolver to December 27, 2022. The amendments also eliminated the revolving nature of the facility, require monthly principal payments as calculated over a 10-year amortization schedule, and require the repayment of $250,000 on each of the following dates (a) the earlier of March 31, 2021 or the closing of our then-pending Mergers of the Highlandtown and Spotswood properties, (b) the earlier of September 30, 2021 or the closing of the then-pending Merger of the Greenwood property, (c) March 31, 2022, and (d) September 30, 2022. The $250,000 payments owed by March 31, 2021, September 30, 2021 and March 31, 2022 have been paid. Additionally, the amendments (i) deferred testing for covenants related to the Deposit Requirement, Minimum Liquidity Requirement and the debt service coverage ratio until June 30, 2021, (ii) deferred testing for the covenant related to the Company’s EBITDA to consolidated funded debt ratio until December 31, 2021, (iii) modified the debt service coverage ratio to 1.00 to 1 and (iv) modified the Minimum Liquidity Requirement to $3.0 million.

On March 22, 2022, we entered into agreements (the “MVB Amendments”) with respect to the MVB Term Loan and the MVB Revolver, which further extended the maturity date of each to June 27, 2023. The MVB Amendments require the repayment of $250,000 on each of the following dates (i) on or before March 31, 2022; (ii) on or before September 30, 2022 and (iii) on or before March 31, 2023. The $250,000 payment owed by March 31, 2022 has been paid. The $250,000 payment owed on or before September 30, 2022 was extended to December 31, 2022. The MVB Amendments also provide for a $2.0 million term loan (the “Second MVB Term Loan”). The Second MVB Term Loan has a fixed interest rate of 6.75% per annum and matures on June 27, 2023. We are required to pay an exit fee to MVB in an amount equal to two percent multiplied by the aggregate principal balance of the MVB Term Loan, the MVB Revolver and the Second MVB Term Loan at the time of the maturity date or just prior to such repayments. Additionally, the MVB Amendments modified the EBITDA to consolidated funded debt ratio from a minimum of 8.0% to 7.0%.

The Company was in compliance with all debt service calculation as of ~~June~~September 30, 2022.

In connection with the closing of the Highlandtown and Spotswood Mergers on May 21, 2021 and June 4, 2021, respectively, Lamont Street Partners LLC (“Lamont Street”) contributed an aggregate of $3.9 million in exchange for a 1.0% preferred membership interest in BSV Highlandtown Investors LLC (“BSV Highlandtown”) and BSV Spotswood Investors LLC (“BSV Spotswood”) designated as Class A ~~units.~~units (the “Lamont Street Preferred Interest”).

Lamont Street is entitled to a cumulative annual return of 13.5% (the “Lamont Street Class A Return”), of which 10.0% is paid current and 3.5% is accrued. Lamont Street's interests are to be redeemed on or before September 30, 2023 (the “Lamont Street

Redemption Date”). The Lamont Street Redemption Date may be extended by us to September 30, 2024 and September 30, 2025, in each case subject to certain conditions, including the payment of a fee equal to 0.25% of Lamont Street's net invested capital for the first extension option and a fee of 0.50% of Lamont Street's net invested capital for the second extension option. If the redemption price is paid on or before the Lamont Street Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by Lamont Street, (b) all accrued but unpaid Lamont Street Class A Return and (c) all costs and other expenses incurred by Lamont Street in connection with the enforcement of its rights under the agreements. Additionally, at the Lamont Street Redemption Date, Lamont Street is entitled to (i) a redemption fee of 0.50% of the capital contributions returned and (ii) an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.26 less (b) the aggregate amount of Lamont Street Class A Return payments made to Lamont Street (the “Lamont Street Minimum Multiple Amount”). The Lamont Street Minimum Multiple Amount of approximately $1.0 million was recorded as interest expense in the consolidated statement of operations during the second quarter of 2021. As of ~~June~~September 30, 2022, the remaining Lamont Street Minimum Multiple Amount was approximately ~~$0.4~~$0.3 million.

Our Operating Partnership serves as the managing member of BSV Highlandtown and BSV Spotswood. However, Lamont Street has approval rights over certain major decisions, including, but not limited to (i) the incurrence of new indebtedness or modification of existing indebtedness by BSV Highlandtown or BSV Spotswood, or their direct or indirect subsidiaries, (ii) capital expenditures over $100,000, (iii) any proposed change to a property directly or indirectly owned by BSV Highlandtown or BSV Spotswood, (iv) direct or

indirect acquisitions of new properties by BSV Highlandtown or BSV Spotswood, (v) the sale or other disposition of any property directly or indirectly owned by BSV Highlandtown or BSV Spotswood, (vi) the issuance of additional membership interests in BSV Highlandtown or BSV Spotswood, (vii) any amendment to an existing material lease related to the properties and (viii) decisions regarding the dissolution, winding up or liquidation of BSV Highlandtown or BSV Spotswood or the filing of any bankruptcy petition by BSV Highlandtown or BSV Spotswood or their subsidiaries.

Under certain circumstances, including an event whereby Lamont Street's interests are not redeemed on or prior to the Lamont Street Redemption Date (as it may be extended), Lamont Street may remove our Operating Partnership as the manager of BSV Highlandtown and BSV Spotswood.

As of ~~June~~September 30, 2022 and December 31, 2021, we had approximately ~~$94.1~~$93.7 million and $94.9 million, respectively, of outstanding mortgage indebtedness secured by individual properties. The Hollinswood mortgage, Vista Shops mortgage, Brookhill ~~mortgage, Lamar Station Plaza East~~ mortgage, Highlandtown mortgage, Cromwell mortgage, Spotswood mortgage and Greenwood Village mortgage require the Company to maintain a debt service coverage ratio (as such terms are defined in the respective loan agreements) as follows in the table below.

As of June 30, 2022, we were not in compliance with the debt service coverage ratio covenant under the Lamar Station Plaza East mortgage loan agreement, which matures on October 17, 2022. However, pursuant to the latest modification of the Lamar Station Plaza East mortgage loan, the debt service coverage ratio covenant was eliminated, effective July 17, 2022. As of JuneSeptember 30, 2022, we were in compliance with all ~~other~~ covenants under our debt agreements.

On November 9, 2022, we entered into a modification of the Cromwell Field Shopping Center mortgage and mezzanine loans, which extended the maturity dates of the loans to December 31, 2022.

We may use interest rate derivatives from time to time to manage our exposure to interest rate risks. On December 27, 2019, we entered into an interest rate cap agreement on the full $66.9 million Basis Term Loan to cap the variable LIBOR interest rate at 3.5%. On June 29, 2022, the Basis Loan Agreement was amended and restated, effective December 27, 2019, to replace LIBOR with SOFR. On August 1, 2022, the interest rate cap for the Basis Term Loan was modified to cap the SOFR rate at 3.5%. We also entered into two interest rate swap agreements on the Hollinswood loan to fix the interest rate at 4.06%. The swap agreements are effective as of December 27, 2019 on the outstanding balance of $10.2 million and on July 1, 2021 for the additional availability of $3.0 million under the Hollinswood loan. On October 6, 2021, the Company entered into an interest rate swap agreement on the Greenwood Village loan to fix the interest rate at 4.082%. Since our derivative instruments are not designated as hedges nor do they meet the criteria for hedge accounting, the fair value is recognized in earnings. For the three ~~months~~ and ~~six~~nine months ended ~~June~~September 30, 2022, we recognized ~~$0.8~~$1.2 million and ~~$2.6~~$3.8 million gain, respectively, as a component of “Derivative fair value adjustment” on the consolidated statements of operations.

The table below sets forth the sources and uses of cash reflected in our consolidated statements of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021.

Operating Activities- Cash provided by operating activities increased by approximately ~~$4.2~~$4.4 million for the ~~six~~nine months ended ~~June~~September 30, 2022 compared to the ~~six~~nine months ended ~~June~~September 30, 2021. Operating cash flows were primarily impacted by (i) a net increase in changes in operating assets and liabilities of approximately ~~$3.6~~$3.7 million, which was primarily related to the change in accounts payable and accrued liabilities and (ii) an increase in net cash provided by operating activities, before net changes in operating assets and liabilities, of approximately ~~$0.6 million.~~$0.7 million mainly due to an increase in rental income as a result of the acquisition of three properties in the second quarter of 2021 and one property in the fourth quarter of 2021.

Investing Activities- Cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2022 ~~decreased~~increased by approximately ~~$2.5~~$5.0 million compared to the ~~six~~nine months ended ~~June~~September 30, 2021. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company closed on three Mergers which resulted in a net cash inflow of approximately ~~$2.4~~$2.5 million, which was not repeated during the ~~six~~nine months ended ~~June~~September 30, 2022. In addition, the Company had an approximately ~~$0.2~~$1.7 million increase in capital expenditures for real estate and an approximately $0.8 million increase in capitalized pre-acquisition costs during the ~~six~~nine months ended ~~June~~September 30, 2022 as compared to the corresponding period in 2021.

Financing Activities- Cash ~~provided by~~used in financing activities was ~~$0.9~~approximately $0.1 million for the ~~six~~nine months ended ~~June~~September 30, 2022 ~~which decreased by approximately $4.5 million~~ compared to approximately $4.6 million of cash provided for the ~~six~~nine months ended ~~June~~September 30, 2021. The ~~change~~decrease of approximately $4.7 million, resulted primarily from an increase in net borrowings induring the first ~~quarter of~~nine months in 2021 under debt agreements, which includes (i) a $3.9 million increase related to the Lamont Street Preferred Interest (ii) a net increase in the Vista Shops mortgage loan of approximately $2.8 million from the refinance of the loan; ~~(ii) the Lamont Street Minimum Multiple of $1.0 million and~~ (iii) the receipt of a second unsecured loan under the PPP Program of approximately $0.8 ~~million.~~million; and (iv) a $1.4 million decrease related to the payoff of the Cromwell land loan. These net increases were offset by a net decrease in scheduled principal payments on loans of approximately $0.3 million as compared to the prior year period. Additionally, debt origination and discount fees decreased by approximately $0.7 million during the nine months ended September 30, 2022 as compared to the prior year period.

As a “smaller reporting company” as defined in Item 10 of Regulation S-K, the Company is not required to provide this information.

As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2021, management concluded that our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal control over financial reporting. We are in the process of remediating the material weaknesses as of the end of the period covered by this report. In addition to the previously existing material weaknesses described in our Annual Report on Form 10-K for the year ended December 31, 2021, management identified an additional material weakness during the current period related to the review and approval of related party transactions.

Management conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the reporting period covered in this report, as a result of the ~~materials~~material weaknesses referred to above. Notwithstanding the identified material weaknesses, our management has concluded that the unaudited condensed consolidated financial statements and related financial information included in this report present fairly ~~present~~ in all material respects our financial position, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with ~~U.S. generally accepted accounting principles.~~GAAP.

Since 2020, management, under the oversight of the Audit Committee of the Board of Directors, has continued to implement measures designed to improve our internal control over financial reporting to remediate the identified material weaknesses. The Company began remediating the material weaknesses during the first quarter of 2020 and continues to do so through the date of this report. The Company’s remediation efforts have included initial assessments of existing internal control over financial reporting and its internal and external accounting resources. While the Company has completed the initial assessments, it will continue monitoring and assessing on a continuing basis.

As part of the Company’s initial assessment of its existing internal control over financial reporting the Company identified missing or inadequately designed controls and is in the process of remediating. The majority of the control improvement efforts have been completed as of ~~June~~September 30, 2022, with the remainder expected to be completed in this calendar year. Once all appropriately designed controls are in place, they will need to operate for a sufficient period of time prior to concluding they are operating effectively. As of ~~June~~September 30, 2022, while many of our controls are in place and operating, we have determined that our controls have not been operating for a sufficient period of time to conclude that they are operating effectively, primarily due to turnover of certain key resources during the year ended December 31, 2021.

As of the date of this report, the Company has hired additional internal resources, including a Vice President of Finance and Reporting and a Corporate Controller. The Company has engaged outside consultants to assist with various accounting and financial reporting matters and continues to assess the need for hiring of additional accounting and financial reporting resources. Additionally, the Company has retained the services of external IT resources. One of these consultants has been retained to be the systems administrator for Yardi, the Company's accounting system. The other consultant has been retained as the network administrator. The Company believes it now has adequate resources in place but will continue assessing its needs for both internal and external resources going forward.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot assure you that the measures we have taken to date, or that we may take in the future, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently involved in any material legal proceedings outside the ordinary course of our business.

There have been no material changes to the risk factors that were disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021.

Under the terms of the partnership agreement of our Operating Partnership, holders of OP units may, subject to certain conditions, tender their OP units for redemption by our Operating Partnership in exchange for cash equal to the market price of shares of our common stock at the time of redemption or, at our option and sole discretion, for shares of our common stock on a one-for-one basis. During the three months ended ~~June~~September 30, ~~2021,~~2022, we issued ~~60,106~~36,064 shares of common stock in connection with the redemption of OP units. The shares of common stock were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act.

From time to time, we could be deemed to have purchased shares as a result of shares withheld for tax purposes upon a stock compensation related vesting event. During the three months ended June 30, 2022, one of our employees surrendered shares of common stock owned by them to satisfy her minimum statutory federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our Amended and Restated 2020 Equity Incentive Plan (the “Plan”). The following table summarizes these repurchases during the three months ended June 30, 2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


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)


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements ~~(Unaudited)~~(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 ~~Interim~~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


(in thousands)	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Prepaid assets and deposits	$	1,111	$	1,708	$	2,417	$	1,708
Straight-line rent receivable		1,782		1,398		2,017		1,398
Right-of-use assets, net		644		852		551		852
Pre-acquisition costs		231		280		1,092		280
Other receivables, net of allowance of $110 and $75, respectively		155		82
Other receivables, net of allowance of $0 and $75, respectively						212		82
Corporate property, net		91		68		83		68
Receivables due from related parties		191		208		391		208
Derivative assets		2,185		3		3,437		3
	$	6,390	$	4,599	$	10,200	$	4,599


	As of
	June 30, 2022
Number of properties		15
Number of states		5
Total square feet (in thousands)		1,737
Anchor spaces		917
Inline spaces		820
Leased % of rentable square feet (1):
Total portfolio		90.4	%
Anchor spaces		94.3	%
Inline spaces		86.0	%
Occupied % of rentable square feet (1):
Total portfolio		84.6	%
Anchor spaces		91.9	%
Inline spaces		76.5	%
Average remaining lease term (in years) (2)		4.7
Annualized base rent per leased square feet (3)	$	13.96


	As of			As of
	September 30, 2022			December 31, 2021
Number of properties		15			15
Number of states		5			5
Total square feet (in thousands)		1,735			1,737
Anchor spaces		916			917
Inline spaces		819			820
Leased % of rentable square feet (1):
Total portfolio		91.3	%		88.1	%
Anchor spaces		94.2	%		94.3	%
Inline spaces		88.0	%		81.3	%
Occupied % of rentable square feet (1):
Total portfolio		86.6	%		84.7	%
Anchor spaces		91.9	%		91.9	%
Inline spaces		80.6	%		76.7	%
Average remaining lease term (in years) (2)		4.7			4.7
Annualized base rent per leased square feet (3)	$	14.09		$	13.83


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


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


	For the Three Months Ended						Change
(dollars in thousands)	June 30, 2022			June 30, 2021			$			%
Revenues
Rental income	$	6,938		$	4,816		$	2,122			44	%
Commissions		1,281			571			710			124	%
Management fees and other income		174			311			(137	)		(44	%)
Total revenues		8,393			5,698			2,695			47	%
Expenses
Cost of services		900			446			454			102	%
Depreciation and amortization		4,094			2,676			1,418			53	%
Property operating		1,913			1,197			716			60	%
Real estate related acquisition costs		529			—			529			100	%
Bad debt expense (recoveries)		6			(9	)		15			(167	%)
General and administrative		2,870			2,477			393			16	%
Total operating expenses		10,312			6,787			3,525			52	%
Operating loss		(1,919	)		(1,089	)		(830	)		76	%

Other income (expense)
Interest and other income		15			7			8			114	%
Derivative fair value adjustment		805			20			785			3,925	%
Interest expense		(2,685	)		(3,081	)		396			(13	%)
Other expense		(1	)		(5	)		4			(80	%)
Total other expense		(1,866	)		(3,059	)		1,193			(39	%)

Income tax benefit		887			1,019			(132	)		(13	%)
Net loss	$	(2,898	)	$	(3,129	)	$	231			(7	%)
Plus: Net loss attributable to noncontrolling interest		270			399			(129	)		(32	%)
Net loss attributable to common stockholders	$	(2,628	)	$	(2,730	)	$	102			(4	%)


	For the Nine Months Ended						Change
(dollars in thousands)	September 30, 2022			September 30, 2021			$			%
Revenues
Rental income	$	21,034		$	14,629		$	6,405			44	%
Commissions		2,142			2,060			82			4	%
Management fees and other income		450			934			(484	)		(52	%)
Total revenues		23,626			17,623			6,003			34	%
Expenses
Cost of services		1,588			1,346			242			18	%
Depreciation and amortization		12,240			8,415			3,825			45	%
Property operating		5,924			3,873			2,051			53	%
Bad debt expense		47			15			32			213	%
General and administrative		10,150			7,844			2,306			29	%
Total operating expenses		29,949			21,493			8,456			39	%
Operating loss		(6,323	)		(3,870	)		(2,453	)		63	%

Other income (expense)
Interest and other income		26			8			18			225	%
Derivative fair value adjustment		3,819			261			3,558			1,363	%
Interest expense		(8,346	)		(7,346	)		(1,000	)		14	%
Gain on extinguishment of debt		—			1,530			(1,530	)		(100	%)
Other expense		(15	)		(12	)		(3	)		25	%
Total other expense		(4,516	)		(5,559	)		1,043			(19	%)

Income tax benefit		2,309			2,316			(7	)		(0	%)
Net loss	$	(8,530	)	$	(7,113	)	$	(1,417	)		20	%
Plus: Net loss attributable to noncontrolling interest		719			886			(167	)		(19	%)
Net loss attributable to common stockholders	$	(7,811	)	$	(6,227	)	$	(1,584	)		25	%


	For the Six Months Ended						Change
(dollars in thousands)	June 30, 2022			June 30, 2021			$			%
Revenues
Rental income	$	13,665		$	8,754		$	4,911			56	%
Commissions		1,729			1,206			523			43	%
Management fees and other income		301			656			(355	)		(54	%)
Total revenues		15,695			10,616			5,079			48	%
Expenses
Cost of services		1,273			789			484			61	%
Depreciation and amortization		8,211			4,989			3,222			65	%
Property operating		3,998			2,447			1,551			63	%
Real estate related acquisition costs		529			—			529			100	%
Bad debt expense		35			46			(11	)		(24	%)
General and administrative		6,568			5,063			1,505			30	%
Total operating expenses		20,614			13,334			7,280			55	%
Operating loss		(4,919	)		(2,718	)		(2,201	)		81	%

Other income (expense)
Interest and other income		26			7			19			271	%
Derivative fair value adjustment		2,570			211			2,359			1,118	%
Interest expense		(5,273	)		(4,959	)		(314	)		6	%
Gain on extinguishment of debt		—			757			(757	)		(100	%)
Other expense		(6	)		(12	)		6			(50	%)
Total other expense		(2,683	)		(3,996	)		1,313			(33	%)

Income tax benefit		1,514			1,643			(129	)		(8	%)
Net loss	$	(6,088	)	$	(5,071	)	$	(1,017	)		20	%
Plus: Net loss attributable to noncontrolling interest		517			664			(147	)		(22	%)
Net loss attributable to common stockholders	$	(5,571	)	$	(4,407	)	$	(1,164	)		26	%


Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet be Purchased Under the Plan or Programs
April 1 through April 30, 2022		104	$	2.49	N/A	N/A
May 1 through May 31, 2022		—	$	—	N/A	N/A
June 1 through June 30, 2022		—	$	—	N/A	N/A
Total		104


Exhibit Number		Description
3.1		Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on April 15, 2010).

3.2		Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to Exhibit 3.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed March 25, 2015).

3.3		Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on June 19, 2017).

3.4		Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on December 27, 2019).

3.5		Certificate of Designation (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on February 5, 2010).

3.6		Amended and Restated Bylaws of Broad Street Realty, Inc. (Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed on December 27, 2019).

10.1		~~Amended~~Third Amendment and ~~Restated Basis Loan~~Reinstatement of Purchase and Sale Agreement dated ~~June 29, 2022.~~September 1, 2022, by and among Broad Street Realty, Inc. and BBL Current Owner LLC (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 6, 2022).

~~31.1~~10.2*		Modification Agreement, dated as of September 30, 2022, by and among MVB Bank, Inc., Broad Street Operating Partnership, LP, Broad Street Realty, Inc. and Broad Street Realty, LLC.

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~31.2~~31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~32.1~~32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~101~~101*		Inline XBRL (Extensible Business Reporting Language). The following materials from this Quarterly Report on Form 10-Q for the period ended ~~June~~September 30, 2022, formatted in Inline XBRL: (i) consolidated balance sheets of Broad Street Realty, Inc., (ii) consolidated statements of operations of Broad Street Realty, Inc., (iii) consolidated statements of comprehensive income/(loss) of Broad Street Realty, Inc., (iv) consolidated statements of changes in equity of Broad Street Realty, Inc., (v) consolidated statements of cash flows of Broad Street Realty, Inc. and (vi) notes to consolidated financial statements of Broad Street Realty, Inc. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

~~104~~104*		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


	BROAD STREET REALTY, INC.

Date: ~~August 15,~~November 14, 2022	By:	/s/ Michael Z. Jacoby
		Michael Z. Jacoby
		Chief Executive Officer
		(principal executive officer)

Date: ~~August 15,~~November 14, 2022	By:	/s/ Alexander Topchy
		Alexander Topchy
		Chief Financial Officer and Secretary
		(principal financial and accounting officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company