Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | BROAD STREET REALTY, INC. | |
Entity Central Index Key | 0000764897 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2023 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | N/A | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,135,490 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-09043 | |
Entity Tax Identification Number | 36-3361229 | |
Entity Address, Address Line One | 7250 Woodmont Ave | |
Entity Address, Address Line Two | Suite 350 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 828-1200 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | None | |
Security Exchange Name | NONE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Real estate properties | ||
Land | $ 54,936 | $ 67,225 |
Building and improvements | 278,338 | 300,699 |
Intangible lease assets | 33,979 | 41,228 |
Construction in progress | 5,349 | 4,231 |
Furniture and equipment | 1,711 | 1,711 |
Less accumulated depreciation and amortization | (44,391) | (42,047) |
Total real estate properties held for investment, net | 329,922 | 373,047 |
Real estate held for sale, net | 22,418 | 0 |
Total real estate properties, net | 352,340 | 373,047 |
Cash and cash equivalents | 14,473 | 12,356 |
Restricted cash | 5,551 | 4,675 |
Straight-line rent receivable | 2,593 | 2,397 |
Tenant and accounts receivable, net of allowance of $216 and $165, respectively | 2,121 | 1,874 |
Derivative assets | 1,773 | 3,426 |
Other assets, net | 3,141 | 4,511 |
Assets related to real estate held for sale | 794 | 0 |
Total Assets | 382,786 | 402,286 |
Liabilities | ||
Mortgage and other indebtedness, net (includes $15,931 and $17,895, respectively, at fair value under the fair value option) | 238,029 | 267,616 |
Mortgage and other indebtedness related to real estate held for sale, net | 14,552 | 0 |
Total mortgage and other indebtedness, net | 252,581 | 267,616 |
Accounts payable and accrued liabilities | 12,126 | 15,411 |
Unamortized intangible lease liabilities, net | 849 | 1,553 |
Payables due to related parties | 54 | 44 |
Deferred tax liabilities | 2,276 | 3,968 |
Deferred revenue | 1,476 | 1,252 |
Liabilities related to real estate held for sale | 577 | |
Total liabilities | 269,939 | 289,844 |
Commitments and contingencies | ||
Temporary Equity | ||
Redeemable noncontrolling Fortress preferred interest | 79,784 | 73,697 |
Permanent 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, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value, 50,000,000 shares authorized, 33,109,990 and 32,256,974 issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 331 | 323 |
Additional paid in capital | 64,451 | 72,097 |
Accumulated deficit | (30,822) | (33,294) |
Accumulated other comprehensive income | 456 | 56 |
Total Broad Street Realty, Inc. stockholders' equity | 34,416 | 39,182 |
Noncontrolling interest | (1,353) | (437) |
Total permanent equity | 33,063 | 38,745 |
Total Liabilities, Temporary Equity and Permanent Equity | 382,786 | $ 402,286 |
Real Estate Held for Sale [Member] | ||
Real estate properties | ||
Real estate held for sale, net | 22,418 | |
Other assets, net | 378 | |
Assets related to real estate held for sale | 23,212 | |
Liabilities | ||
Mortgage and other indebtedness, net (includes $15,931 and $17,895, respectively, at fair value under the fair value option) | 14,552 | |
Accounts payable and accrued liabilities | 224 | |
Unamortized intangible lease liabilities, net | $ 308 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance for accounts receivables | $ 216 | $ 165 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock Shares Issued | 500 | 500 |
Preferred stock, shares outstanding | 500 | 500 |
Common stock, shares par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 33,109,990 | 32,256,974 |
Common stock, shares outstanding | 33,109,990 | 32,256,974 |
Mezzanine Loan Member | ||
Fair value option | $ 15,931 | $ 17,895 |
Series A preferred stock | ||
Preferred stock, par value | $ 0.01 | |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares outstanding | 500 | 500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Rental income | $ 10,257 | $ 6,938 | $ 20,465 | $ 13,665 |
Total revenues | 10,973 | 8,393 | 22,105 | 15,695 |
Operating Expenses | ||||
Cost of services | 394 | 900 | 809 | 1,273 |
Depreciation and amortization | 5,290 | 4,094 | 10,858 | 8,211 |
Property operating | 3,145 | 1,913 | 6,206 | 3,998 |
Impairment of real estate assets | 167 | 0 | 167 | 0 |
Impairment of real estate assets held for sale | 1,957 | 0 | 1,957 | 0 |
Real estate related acquisition costs | 0 | 529 | 0 | 529 |
Bad debt expense | 24 | 6 | 66 | 35 |
General and administrative | 2,955 | 2,870 | 6,626 | 6,568 |
Total operating expenses | 13,932 | 10,312 | 26,689 | 20,614 |
Gain on disposal of property | 11,619 | 0 | 11,619 | 0 |
Operating income (loss) | 8,660 | (1,919) | 7,035 | (4,919) |
Other income (expense) | ||||
Interest and other income | 17 | 15 | 30 | 26 |
Derivative fair value adjustment | 194 | 805 | 15 | 2,570 |
Net (loss) gain on fair value change of debt held under the fair value option | (1,131) | 0 | 2,104 | 0 |
Interest expense | (4,735) | (2,685) | (9,516) | (5,273) |
Loss on extinguishment of debt | (15) | 0 | (15) | 0 |
Other expense | (13) | (1) | (19) | (6) |
Total other expense | (5,683) | (1,866) | (7,401) | (2,683) |
Net income (loss) before income taxes | 2,977 | (3,785) | (366) | (7,602) |
Income tax benefit | 9 | 887 | 1,692 | 1,514 |
Net income (loss) | 2,986 | (2,898) | 1,326 | (6,088) |
Less: Preferred equity return on Fortress preferred equity | (3,569) | 0 | (6,996) | 0 |
Less: Preferred equity accretion to redemption value | (756) | 0 | (1,171) | 0 |
Less: Preferred OP units return | (118) | 0 | (230) | 0 |
Plus: Net loss attributable to noncontrolling interest | 132 | 270 | 1,146 | 517 |
Net loss attributable to common stockholders | $ (1,325) | $ (2,628) | $ (5,925) | $ (5,571) |
Net loss attributable to common stockholders per share | ||||
Net loss attributable to common stockholders per share, Basic | $ (0.04) | $ (0.08) | $ (0.17) | $ (0.17) |
Net loss attributable to common stockholders per share, Diluted | $ (0.04) | $ (0.08) | $ (0.17) | $ (0.17) |
Weighted average shares outstanding | ||||
Weighted average shares outstanding, Basic | 35,660,560 | 32,043,824 | 35,518,179 | 32,005,410 |
Weighted average shares outstanding, Diluted | 35,660,560 | 32,043,824 | 35,518,179 | 32,005,410 |
Commissions [Member] | ||||
Revenues | ||||
Revenues | $ 663 | $ 1,281 | $ 1,519 | $ 1,729 |
Management Fees And Other Income [Member] | ||||
Revenues | ||||
Revenues | $ 53 | $ 174 | $ 121 | $ 301 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,986 | $ (2,898) | $ 1,326 | $ (6,088) |
Other comprehensive (loss) income: | ||||
Change in fair value due to credit risk on debt held under the fair value option | (1,332) | 0 | 400 | 0 |
Total other comprehensive (loss) income | (1,332) | 0 | 400 | 0 |
Comprehensive income (loss) | $ 1,654 | $ (2,898) | $ 1,726 | $ (6,088) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | AOCI Attributable to Parent [Member] | Non-controlling Interest [Member] |
Beginning balance at Dec. 31, 2021 | $ 48,124 | $ 319 | $ 70,022 | $ (19,543) | $ (2,674) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 500 | 31,873,428 | |||||
Stock-based compensation | 785 | $ 1 | 784 | ||||
Stock-based compensation, shares | 165,700 | ||||||
Tax effect of change in ownership percentage of OP | (3) | (3) | |||||
Net income (loss) | (3,190) | (2,943) | (247) | ||||
Ending balance at Mar. 31, 2022 | 45,716 | $ 320 | 70,803 | (22,486) | (2,921) | ||
Ending balance (in shares) at Mar. 31, 2022 | 500 | 32,039,128 | |||||
Beginning balance at Dec. 31, 2021 | 48,124 | $ 319 | 70,022 | (19,543) | (2,674) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 500 | 31,873,428 | |||||
Other comprehensive income (Loss) | 0 | ||||||
Net income (loss) | (6,088) | ||||||
Ending balance at Jun. 30, 2022 | 43,218 | $ 322 | 71,386 | (25,114) | (3,376) | ||
Ending balance (in shares) at Jun. 30, 2022 | 500 | 32,236,177 | |||||
Beginning balance at Mar. 31, 2022 | 45,716 | $ 320 | 70,803 | (22,486) | (2,921) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 500 | 32,039,128 | |||||
Issuance of common stock, shares | 60,106 | ||||||
Issuance of common stock, values | $ 1 | 184 | (185) | ||||
Grants of restricted stock | 138,262 | ||||||
Forfeiture of restricted stock, shares | (10,923) | ||||||
Shares surrendered for taxes upon vesting, shares | (104) | ||||||
Stock-based compensation | 400 | $ 1 | 399 | ||||
Stock-based compensation, shares | 9,708 | ||||||
Other comprehensive income (Loss) | 0 | ||||||
Net income (loss) | (2,898) | (2,628) | (270) | ||||
Ending balance at Jun. 30, 2022 | 43,218 | $ 322 | 71,386 | (25,114) | (3,376) | ||
Ending balance (in shares) at Jun. 30, 2022 | 500 | 32,236,177 | |||||
Beginning balance at Dec. 31, 2022 | 38,745 | $ 323 | 72,097 | (33,294) | $ 56 | (437) | |
Beginning balance (in shares) at Dec. 31, 2022 | 500 | 32,256,974 | |||||
Forfeiture of restricted stock, shares | (6,695) | ||||||
Shares surrendered for taxes upon vesting, shares | (4,126) | ||||||
Shares surrendered for taxes upon vesting, values | (6) | (6) | |||||
Stock-based compensation | 214 | $ 1 | 213 | ||||
Stock-based compensation, shares | 166,125 | ||||||
Preferred equity return on preferred equity investment | (3,427) | (3,427) | |||||
Preferred equity accretion | (415) | (415) | |||||
Preferred OP Units return | (46) | (112) | 66 | ||||
Other comprehensive income (Loss) | 1,732 | 1,732 | |||||
Net income (loss) | (1,660) | (646) | (1,014) | ||||
Ending balance at Mar. 31, 2023 | 35,137 | $ 324 | 68,350 | (33,940) | 1,788 | (1,385) | |
Ending balance (in shares) at Mar. 31, 2023 | 500 | 32,412,278 | |||||
Beginning balance at Dec. 31, 2022 | 38,745 | $ 323 | 72,097 | (33,294) | 56 | (437) | |
Beginning balance (in shares) at Dec. 31, 2022 | 500 | 32,256,974 | |||||
Other comprehensive income (Loss) | 400 | ||||||
Net income (loss) | 1,326 | ||||||
Ending balance at Jun. 30, 2023 | 33,063 | $ 331 | 64,451 | (30,822) | 456 | (1,353) | |
Ending balance (in shares) at Jun. 30, 2023 | 500 | 33,109,990 | |||||
Beginning balance at Mar. 31, 2023 | 35,137 | $ 324 | 68,350 | (33,940) | 1,788 | (1,385) | |
Beginning balance (in shares) at Mar. 31, 2023 | 500 | 32,412,278 | |||||
Grants of restricted stock | 419,618 | ||||||
Forfeiture of restricted stock, shares | (9,649) | ||||||
Stock-based compensation | 551 | $ 7 | 544 | ||||
Stock-based compensation, shares | 287,743 | ||||||
Preferred equity return on preferred equity investment | (3,569) | (3,569) | |||||
Preferred equity accretion | (756) | (756) | |||||
Preferred OP Units return | 46 | (118) | 164 | ||||
Other comprehensive income (Loss) | (1,332) | (1,332) | |||||
Net income (loss) | 2,986 | 3,118 | (132) | ||||
Ending balance at Jun. 30, 2023 | $ 33,063 | $ 331 | $ 64,451 | $ (30,822) | $ 456 | $ (1,353) | |
Ending balance (in shares) at Jun. 30, 2023 | 500 | 33,109,990 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 1,326 | $ (6,088) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Deferred income taxes | (1,692) | (1,514) |
Depreciation and amortization | 10,858 | 8,211 |
Amortization of deferred financing costs and debt discounts | 500 | 760 |
Amortization and (accretion) of above and below market lease intangibles, net | 129 | (254) |
Minimum multiple on preferred interests | (331) | (747) |
Loss on extinguishment of debt | 15 | 0 |
Gain on disposal of property | (11,619) | 0 |
Impairment of real estate assets | 167 | 0 |
Impairment of real estate assets held for sale | 1,957 | 0 |
Straight-line rent revenue | (734) | (385) |
Amortization of operating lease right-of-use assets | (20) | (16) |
Stock-based compensation | 765 | 1,185 |
Change in fair value of derivatives | (15) | (2,570) |
Change in fair value on debt held under the fair value option | (2,104) | 0 |
Bad debt expense | 66 | 35 |
Changes in operating assets and liabilities | ||
Accounts receivable | (322) | (232) |
Other assets | 918 | 504 |
Receivables due from related parties | 0 | 1 |
Accounts payable and accrued liabilities | (2,535) | 2,027 |
Payables due to related parties | 10 | 12 |
Deferred revenues | 307 | (165) |
Net cash (used in) provided by operating activities | (2,354) | 764 |
Cash flows from investing activities | ||
Cash received on disposition of real estate | 22,369 | 0 |
Capitalized pre-acquisition costs, net of refunds | 2 | 50 |
Capital expenditures for real estate | (3,081) | (2,039) |
Net cash provided by (used in) investing activities | 19,290 | (1,989) |
Cash flows from financing activities | ||
Borrowings under debt agreements | 8,750 | 1,750 |
Repayments under debt agreements | (21,713) | (1,480) |
Preferred equity returns on preferred equity investment | (2,080) | 0 |
Proceeds related to interest rate swap | 2,171 | 0 |
Payments related to interest rate swap | (773) | 0 |
Taxes remitted upon vesting of restricted stock | (6) | 0 |
Debt origination and discount fees | (292) | (4) |
Proceeds from related parties | 0 | 783 |
Payments to related parties | 0 | (183) |
Net cash (used in) provided by financing activities | (13,943) | 866 |
Increase (decrease) in cash, cash equivalents, and restricted cash | 2,993 | (359) |
Cash, cash equivalents and restricted cash at beginning of period | 17,031 | 11,024 |
Cash, cash equivalents and restricted cash at end of period | 20,024 | 10,665 |
Supplemental Cash Flow Information | ||
Interest paid | 9,169 | 5,028 |
Taxes paid, net of refunds | 13 | 10 |
Supplemental disclosure of non-cash investing and financing activities | ||
Capitalized Preferred Return | (4,907) | 0 |
Accrued Current Preferred Return | (355) | 0 |
Accrued offering costs | 0 | 457 |
Accrued capital expenditures for real estate | 1,073 | 370 |
Reconciliation of cash and cash equivalents and restricted cash: | ||
Cash and cash equivalents | 14,473 | 2,388 |
Restricted cash | 5,551 | 8,277 |
Cash, cash equivalents and restricted cash at end of period | $ 20,024 | $ 10,665 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business Broad Street Realty, Inc. (the “Company”) is focused on owning and managing essential grocery-anchored and mixed-use assets located in densely populated technology employment hubs and higher education centers within the Mid-Atlantic, Southeast and Colorado markets. As of June 30, 2023, the Company had gross real estate assets of $ 392.0 million (gross real estate properties less gross real estate intangibles liabilities) in 16 real estate properties. In addition, the Company provides commercial real estate brokerage services for its own portfolio and third-party office, industrial and retail operators and tenants. The Company is structured as an “Up-C” corporation with substantially all of its operations conducted through Broad Street Operating Partnership, LP (the “Operating Partnership”) and its direct and indirect subsidiaries. As of June 30, 2023, the Company owned 85.6 % of the Class A common units of limited partnership interest in the Operating Partnership (“Common OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred OP units”) and, together with the Common OP units, “OP units”) and is the sole member of the sole general partner of the Operating Partnership. The Company began operating in its current structure on December 27, 2019, upon the completion of the Initial Mergers (as defined below) and operates as a single reporting segment. Liquidity, Management’s Plan and Going Concern The Company’s rental revenue and operating results depend significantly on the occupancy levels at its properties and the ability of its tenants to meet their rent and other obligations to the Company. The Company’s projected operating model reflects sufficient cash flow to cover its obligations over the next twelve months, except as noted below. The Company’s financing is generally comprised of mortgage loans secured by the Company’s properties that typically mature within three to five years of origination. The Company is currently in contact with lenders and brokers in the marketplace to restructure the Company’s debt. Specifically, as of June 30, 2023, the Company had one mortgage loan with a principal balance outstanding of approximately $ 11.3 million that matures within twelve months of the date that these condensed consolidated financial statements are issued. If the Company is unable to repay or refinance this mortgage loan, the lender has the right to place the loan in default and ultimately foreclose on the property. Under this circumstance, the Company would not ha ve any further financial obligations to the lender as the estimated market value of this property is in excess of the outstanding loan balance. In addition, the Basis Term Loan (as defined below) had an outstanding principal balance of $ 66.9 million as of June 30, 2023 and matures on January 1, 2024, subject to the remaining one-year extension option that is subject to certain conditions, including a material adverse change clause, and approval by the lender. The Company exercised one of the one-year extension options and is in discussions with other parties to refinance the Basis Term Loan with new loans. On May 26, 2023, the Company entered into a purchase and sale agreement to sell one of the properties that secures the Basis Term Loan for $ 23.1 million. The Company completed the sale on July 20, 2023 and repaid $ 17.4 million of the outstanding principal balance on the Basis Term Loan with proceeds from the sale. There can be no assurances, however, that the Company will be successful in exercising the remaining extension option or refinancing the Basis Term Loan prior to its maturity. If the Company is 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 remaining five properties securing the loan. If the Company fails to refinance or otherwise repay the Basis Term Loan and contribute the applicable properties to the Eagles Sub-OP (as defined below) by the applicable outside dates (as described below), it would be considered a trigger event under the Eagles Sub-OP Operating Agreement (as defined below), upon which the Fortress Member (as defined below) has certain rights, including the right to cause the Eagles Sub-OP to redeem the Fortress Preferred Interest (as defined below). See Note 9 below. The Company projects that it will not have sufficient cash available to pay off the Basis Term Loan and the $ 11.3 million mortgage loan upon maturity and is currently seeking to refinance the loans prior to maturity in January 2024 and June 2024, respectively. Management is in discussions with various lenders to extend or refinance its debt prior to maturity, including the Basis Term Loan. However, there is no assurance that the Company will be able to extend or refinance such debt on favorable terms or at all, which creates substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. The Company's access to capital depends upon a number of factors over which the Company has little or no control, including general market conditions, the market's perception of the Company's current and potential future earnings and cash distributions, the Company's current debt levels and the market price of the shares of the Company's common stock. Although the Company's common stock is quoted on the OTCQX Best Market, an over-the-counter stock market, there is a very limited trading market for the Company's common stock, and if a more active trading market is not developed and sustained, the Company will be limited in its ability to issue equity to fund its capital needs. If the Company cannot obtain capital from third-party sources, the Company may not be able to meet the capital and operating needs of its properties, satisfy its debt service obligations or pay dividends to its stockholders. Under the Company's debt agreements, the Company is subject to certain covenants. In the event of a default, the lenders could accelerate the timing of payments under the applicable debt obligations and the Company may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on the Company's liquidity, financial condition and results of operations. The Company was in compliance with all covenants under its debt agreements as of June 30, 2023. |
Note 2 - Accounting Policies an
Note 2 - Accounting Policies and Related Matters | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting Policies and Related Matters | Note 2 - Accounting Policies and Related Matters The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim reports. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of its financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. The unaudited condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on May 1, 2023. The interim condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and subsidiaries in which the Company has a controlling interest. All intercompany transactions and balances have been eliminated in consolidation. For information about significant accounting policies, refer to the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2022, included in the Company’s 2022 Annual Report on Form 10-K filed with the SEC on May 1, 2023. During the six months ended June 30, 2023, there were no material changes to these policies. Change in Presentation The Company has made certain reclassifications to prior period financial statements in order to enhance the comparability with current period condensed consolidated financial statements. Accounting Guidance Adoption of Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. Reference rate reform has not had a material impact on any of the Company's existing contracts. The Company will assess future changes in its contracts and the impact of electing to apply the optional practical expedients and exceptions provided by Topic 848 as they occur, but expects their application will not have a material effect on the Company's condensed consolidated financial statements. In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. Operating lease receivables are excluded from the scope of this guidance. The amended guidance is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2022, FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted the Current Expected Credit Losses model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. The ASU also requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. This ASU is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. The adoption of this standard did not have an impact on the Company's condensed consolidated financial statements and related disclosures. |
Note 3 - Real Estate
Note 3 - Real Estate | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate | Note 3 – Real Estate Real Estate Held for Sale The Company records properties as held for sale, and any associated mortgages payable, net, as mortgages payable, net, associated with real estate held for sale, on the Company's condensed consolidated balance sheets when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. In May 2023, the Company's board of directors and the Fortress Member approved the sale of Dekalb Plaza, and as such, the Company classified the property as real estate held for sale. On May 23, 2023, the Company determined that the carrying value of the asset group associated with Dekalb Plaza exceeded its fair value, less estimated costs to sell. This real estate held for sale with a carrying amount of $ 24.4 million was written down to its fair value of $ 23.1 million, less estimated costs to sell of $ 0.7 million, resulting in an impairment charge of approximately $ 2.0 million, which was included in impairment of real estate held for sale in the Company's condensed consolidated statement of operations. Impairment expenses on assets held for sale was $ 2.0 million for each of the three and six months ended June 30, 2023. On July 20, 2023, the Company completed the sale of Dekalb Plaza for a sales price of $ 23.1 million in cash. The following table provides a summary of the major components of assets and liabilities related to real estate held for sale as of June 30, 2023. (in thousands) June 30, 2023 Assets held for sale Real estate property $ 22,418 Accounts receivable, net 9 Straight-line rent receivable, net 407 Other assets 378 Total assets held for sale $ 23,212 Liabilities related to real estate held for sale Mortgage and other indebtedness $ 14,552 Accounts payable and accrued liabilities 224 Unamortized intangible lease liabilities, net 308 Deferred revenue 45 Total liabilities related to real estate held for sale $ 15,129 Disposal of Real Estate On June 30, 2023, the Company completed the sale of the Spotswood Valley Square Shopping Center for a sales price of $ 23.0 million in cash and recognized a net gain of $ 11.6 million in its condensed consolidated statements of operations. The Company used $ 11.8 million of the proceeds to repay the mortgage loan secured by Spotswood Valley Square Shopping Center, $ 2.3 million to redeem the Lamont Street Preferred Interest (as defined below) and $ 0.6 million in transaction costs. Concentrations of Credit Risks The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of June 30, 2023, which includes rental income for the six months ended June 30, 2023 and 2022. (dollars in thousands) Number Gross Real Estate Assets Percentage of Total Real Estate Assets Rental income for the six months ended June 30, Location June 30, 2023 June 30, 2023 June 30, 2023 2023 2022 Maryland 6 $ 101,203 25.8 % $ 6,078 $ 6,061 Virginia 5 197,208 50.3 % 8,703 3,636 Pennsylvania (1) 1 20,923 5.3 % 1,353 1,058 Washington D.C. 1 8,422 2.2 % 303 306 Colorado 3 64,254 16.4 % 4,028 2,604 16 $ 392,010 100.0 % $ 20,465 $ 13,665 (1) Represents Dekalb Plaza, which was sold on July 20, 2023. |
Note 4 - Intangibles
Note 4 - Intangibles | 6 Months Ended |
Jun. 30, 2023 | |
Schedule Of Intangible Assets And Liabilities [Abstract] | |
Intangibles | Note 4 – Intangibles The following is a summary of the carrying amount of the Company’s intangible assets and liabilities as of June 30, 2023 and December 31, 2022. (in thousands) June 30, 2023 December 31, 2022 Assets: Above-market leases $ 4,266 $ 5,150 Above-market leases accumulated amortization ( 2,210 ) ( 2,199 ) In-place leases 29,713 36,078 In-place leases accumulated amortization ( 18,478 ) ( 18,251 ) Total real estate intangible assets, net $ 13,291 $ 20,778 Liabilities Below-market leases $ 3,226 $ 4,992 Below-market leases accumulated amortization ( 2,377 ) ( 3,439 ) Total real estate intangible liabilities, net $ 849 $ 1,553 For the three months ended June 30, 2023 and 2022, the Company recognized amortization related to in-place leases of approximately $ 2.1 million and $ 1.9 million, respectively, and net amortization related to above-market leases and below-market leases for the three months ended June 30, 2023 and 2022 of approximately $ 0.1 millio n and approximately $( 0.1 ) mil lion, respectively, in its condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company recognized amortization related to in-place leases of approximately $ 4.4 million and $ 3.8 million, respectively, and net amortization related to above-market leases and below-market leases for the six months ended June 30, 2023 and 2022 of approximately $ 0.1 million and $( 0.3 ) million, respectively, in its condensed consolidated statements of operations. The following table represents expected amortization of existing real estate intangible assets and liabilities as of June 30, 2023: (in thousands) Amortization of Amortization of Amortization of Total amortization, net Remainder of 2023 $ 1,964 $ 355 $ ( 174 ) $ 2,145 2024 2,973 575 ( 304 ) 3,244 2025 2,089 449 ( 174 ) 2,364 2026 1,489 253 ( 98 ) 1,644 2027 962 167 ( 47 ) 1,082 2028 520 112 ( 26 ) 606 Thereafter 1,238 145 ( 26 ) 1,357 Total $ 11,235 $ 2,056 $ ( 849 ) $ 12,442 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. |
Note 5 - Other Assets
Note 5 - Other Assets | 6 Months Ended |
Jun. 30, 2023 | |
Other Assets, Unclassified [Abstract] | |
Other Assets | Note 5 - Other Assets Items included in other assets, net on the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 are detailed in the table below: (in thousands) June 30, 2023 December 31, 2022 Prepaid assets and deposits $ 399 $ 1,722 Leasing commission costs and incentives, net 982 751 Right-of-use assets, net 476 695 Pre-acquisition costs 6 8 Other receivables, net 56 101 Corporate property, net 52 64 Receivables from related parties 1,170 1,170 Total assets $ 3,141 $ 4,511 Receivables due from related parties as of June 30, 2023 and December 31, 2022 are described further in Note 15 “Related Party Transactions”. |
Note 6 - Accounts Payable and A
Note 6 - Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 6 - Accounts Payable and Accrued Liabilities Items included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 are detailed in the table below: (in thousands) June 30, 2023 December 31, 2022 Trade payable $ 842 $ 2,476 Security deposit 2,366 2,529 Real estate tax payable 1,063 1,231 Interest payable 1,316 1,570 Derivative liability 937 1,208 Lease payable 499 738 Other 5,103 5,659 Accounts payable and accrued liabilities $ 12,126 $ 15,411 |
Note 7 - Mortgage and Other Ind
Note 7 - Mortgage and Other Indebtedness | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Mortgage and Other Indebtedness | Note 7 – Mortgage and Other Indebtedness The table below details the Company’s debt balance at June 30, 2023 and December 31, 2022: (dollars in thousands) Maturity Date Rate Type Interest Rate (1) June 30, 2023 December 31, 2022 Basis Term Loan (net of discount of $ 38 and $ 79 , respectively) January 1, 2024 Floating (2) 8.62 % $ 67,147 (3), (4) $ 67,086 (3) Hollinswood Shopping Center Loan December 1, 2024 LIBOR + 2.25% (5) 4.06 % 12,600 12,760 Avondale Shops Loan June 1, 2025 Fixed 4.00 % 2,927 2,985 Vista Shops at Golden Mile Loan (net of discount of $ 0 and $ 12 , respectively) (6) June 24, 2024 Fixed 3.83 % 11,345 11,478 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 7.97 % 8,747 8,762 Lamar Station Plaza West Loan (net of discount of $ 82 and $ 95 , respectively) December 10, 2027 Fixed 5.67 % 18,329 18,317 Lamont Street Preferred Interest (net of discount of $ 0 and $ 29 , respectively) (7) September 30, 2023 Fixed 13.50 % — 4,241 Highlandtown Village Shopping Center Loan (net of discount of $ 42 and $ 14 , respectively) (8) May 10, 2028 SOFR + 2.5% 6.085 % 8,708 5,241 Cromwell Field Shopping Center Loan (net of discount of $ 68 and $ 77 , respectively) December 22, 2027 Fixed 6.71 % 10,122 10,113 Midtown Row Loan (net of discount of $ 22 and $ 25 , respectively) December 1, 2027 Fixed 6.48 % 75,978 75,975 Midtown Row/Fortress Mezzanine Loan (9) December 1, 2027 Fixed 12.00 % 15,931 17,895 Spotswood Valley Square Shopping Center Loan (net of discount of $ 0 and $ 31 , respectively) July 6, 2023 Fixed 4.82 % — 11,849 The Shops at Greenwood Village (net of discount of $ 85 and $ 94 , respectively) October 10, 2028 SOFR + 2.85% (10) 5.85 % 22,499 22,772 $ 254,333 $ 269,474 Unamortized deferred financing costs, net ( 1,752 ) (4) ( 1,858 ) Total Mortgage and Other Indebtedness $ 252,581 $ 267,616 (1) At June 30, 2023, the floating rate loans tied to the London Inter-Bank Offered Rate (“LIBOR”) were based on the one-month LIBOR rate of 5.22 %. Beginning July 1, 2023, one-month LIBOR is no longer published and all remaining debt referencing LIBOR was replaced with SOFR (as defined below). (2) The interest rate for the Basis Term Loan is the greater of (i) SOFR plus 3.97 % per annum and (ii) 6.125 % per annum. On November 23, 2022, the Company entered into an interest rate cap agreement to cap the SOFR interest rate at 4.65 % effective January 1, 2023, which replaced the existing interest rate cap agreement that capped the SOFR interest rate at 3.5 %. (3) The outstanding balance includes $ 0.3 million of exit fees. (4) The outstanding balances of $ 67.1 million and $( 1.8 ) million include $ 14.6 million and less than $( 0.1 ) million, respectively, that were reclassified to mortgages related to assets held for sale. (5) The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06 %. On May 3, 2023, the Hollinswood loan agreement was amended to replace LIBOR with SOFR, effective July 1, 2023. (6) On June 28, 2023, the Company entered into an agreement to extend the maturity date of this loan to June 24, 2024. (7) The outstanding bal ance includes approximately $ 0.3 million of indebtedness as of December 31, 2022 related to the Lamont Street Minimum Multiple Amount (as defined below) owed to Lamont Street as described below under the heading “ —Lamont Street Preferred Interest . ” (8) On May 5, 2023, the Company refinanced the Highlandtown Village Shopping Center Loan to extend the maturity date to May 10, 2028 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.085 % as described below under the heading “ — Mortgage Indebtedness” . The prior loan carried an interest rate of 4.13 %. (9) The outstanding balance reflects the fair value of the debt. (10) On October 6, 2021, the Company entered into an interest rate swap which fixes the interest rate of this loan at 4.082 %. On May 1, 2023, the interest rate was amended to replace Prime with SOFR plus a spread of 2.85 %. The Company terminated the existing interest rate swap and entered into a new interest rate swap agreement to fix the interest rate at 5.85 %. Basis Term Loan In December 2019, six 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 initial maturity was January 1, 2023, subject to two one-year extension options, subject to certain conditions. The Company exercised one of the one-year extension options and the maturity date was extended to January 1, 2024. The Basis Loan Agreement was amended and restated on June 29, 2022 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. The Borrowers entered into an interest rate cap agreement that effectively capped the prior-LIBOR rate at 3.50 % per annum. On August 1, 2022, the interest rate cap agreement was modified to cap the SOFR rate at 3.50 % per annum. The interest rate cap expired on January 1, 2023. On November 23, 2022, the Company entered into an interest rate cap agreement, effective January 1, 2023, to cap the SOFR interest rate at 4.65 %. As of June 30, 2023, the effective interest rate of the Basis Term Loan was 8.62 % and the outstanding principal balance was $ 66.9 million. On July 20, 2023, the Company sold one of the properties, Dekalb, securing the Basis Term Loan and repaid $ 17.4 million of the outstanding principal balance on the Basis Term Loan with proceeds from the sale. The Company was in compliance with the Basis Loan Agreement's debt service coverage calculation for the twelve months ended June 30, 2023. 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 interest in BSV Highlandtown Investors LLC (“BSV Highlandtown”) and BSV Spotswood Investors LLC (“BSV Spotswood”) designated as Class A units (the “Lamont Street Preferred Interest”). Lamont Street was entitled to a cumulative annual return of 13.5 % (the “Lamont Street Class A Return”), of which 10.0 % was paid current and 3.5 % was accrued. Lamont Street’s interests were to be redeemed on or before September 30, 2023 (the “Lamont Street Redemption Date”). The Lamont Street Redemption Date could 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 was paid on or before the Lamont Street Redemption Date, then the redemption price was 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 was 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”). On May 5, 2023, the Company refinanced the Highlandtown mortgage loan and used a portion of the proceeds to redeem $ 1.9 million of the Lamont Street Preferred Interest. On June 30, 2023, the Company used a portion of the proceeds from the sale of the Spotswood property to redeem the remaining $ 2.3 million of the Lamont Street Preferred Interest, which amount includes the remaining Lamont Street Minimum Multiple Amount. Mortgage Indebtedness In addition to the indebtedness described above, as of June 30, 2023 and December 31, 2022, the Company had approximately $ 171.3 million and $ 180.3 million, respectively, of outstanding mortgage indebtedness secured by individual properties. On October 6, 2021, the Company entered into a $ 23.5 million mortgage loan secured by the Greenwood property, which bears interest at prime rate less 0.35 % per annum and matures on October 10, 2028 . The Company entered into an interest rate swap which fixed the interest rate of the loan at 4.082 %. On May 1, 2023, the interest rate was amended to replace Prime with SOFR plus a spread of 2.85 %. The Company terminated the existing interest rate swap agreement and entered into a new interest rate swap agreement which fixes the interest rate of the loan at 5.85 %. On May 3, 2023, the loan agreement for the Company's mortgage loan secured by the Hollinswood property was amended to replace the LIBOR interest rate with SOFR plus a spread of 2.36 %. On May 5, 2023, the Company refinanced the mortgage loan secured by Highlandtown Village Shopping Center. The new loan has a principal balance of $ 8.7 million, which bears interest at SOFR plus a spread of 2.5 % per annum and matures on May 10, 2028 . The Company has entered into an interest rate swap which fixes the interest rate of the loan at 6.085 %. Fortress Mezzanine Loan In connection with the acquisition of Midtown Row, the Company also entered into a $ 15.0 million mezzanine loan (the “Fortress Mezzanine Loan”) secured by 100% of the membership interests in the entity that owns Midtown Row. The mezzanine loan matures on December 1, 2027 . Pursuant to the mezzanine loan agreement, a portion of the interest on the Fortress Mezzanine Loan will be paid in cash (the “Current Interest”) and a portion of the interest will be capitalized and added to the principal amount of the Fortress Mezzanine Loan each month (the “Capitalized Interest” and, together with the Current Interest, the “Mezzanine Loan Interest”). The initial Mezzanine Loan Interest rate is 12 % per annum, comprised of a 5 % Current Interest rate and a 7 % Capitalized Interest rate. The Capitalized Interest rate increases each year by 1 %. The Fortress Mezzanine Loan (including a prepayment penalty) will be due and payable in connection with an underwritten public offering by the Company meeting certain conditions (a “Qualified Public Offering”). However, i n connection with a Qualified Public Offering, the lender for the Fortress Mezzanine Loan has the right to convert all or a portion of the principal of the Fortress Mezzanine Loan and any prepayment penalty into shares of common stock at a price of $ 2.00 per share, subject to certain adjustments. The mezzanine loan agreement provides for cross-default in the event of a trigger event under the Eagles Sub-OP Operating Agreement or an event of default under the loan agreement for the Midtown Row mortgage. The Company elected to measure the Fortress Mezzanine Loan at fair value in accordance with the fair value option. The fair value at June 30, 2023 and December 31, 2022 was $ 15.9 million and $ 17.9 million, respectively. For the three and six months ended June 30, 2023, the Company recognized a loss of $ 1.1 million and net gain of $ 2.1 million, respectively, on fair value change of debt held under the fair value option in the condensed consolidated statements of operations and a loss of $ 1.3 million and net gain of $ 0.4 million, respectively, in Change in fair value due to credit risk on debt held under the fair value option in the condensed consolidated statements of comprehensive income (loss). For the three and six months ended June 30, 2023, the Company recognized $ 0.4 million and $ 0.9 million, respectively, of interest expense in the condensed consolidated statements of operations, which includes $ 0.2 million and $ 0.5 million, respectively, of Capitalized Interest recorded in the condensed consolidated balance sheets. 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 30, 2023: (dollars in thousands) Amount Due Remainder of 2023 $ 12,072 2024 (1) 81,128 2025 12,197 2026 2,221 2027 118,667 2028 28,111 Thereafter - 254,396 Unamortized debt discounts and deferred financing costs, net and fair value option adjustment ( 1,815 ) Total $ 252,581 (1) Includes $ 17.4 million of debt that was repaid in conjunction with the sale of Dekalb Plaza . 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. 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 November 23, 2022, the Company entered into an interest rate cap agreement, effective January 1, 2023, on the full $ 66.9 million Basis Term Loan to cap the SOFR interest rate at 4.65 %. As of June 30, 2023 and December 31, 2022, the effective interest rate of the Basis Term Loan was 8.62 % and 6.125 %, respectively. The Company also entered into two interest rate swap agreements on the Hollinswood Loan to fix the interest rate at 4.06 %. The swap agreements ar e 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 May 3, 2023, the Hollinswood loan agreement was amended to replace LIBOR with SOFR, effective July 1, 2023. 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 %. On May 1, 2023, the Company terminated the existing interest rate swap agreement and entered into a new interest rate swap agreement on the Greenwood Village Loan to fix the interest rate at 5.85 %. The Company also received $ 2.2 million upon the termination of the existing interest rate swap agreement. On May 5, 2023, the Company entered into an interest rate swap agreement on the Highlandtown Village Shopping Center mortgage loan to fix the interest rate at 6.085 %. The Company recognizes all derivative instruments as assets or liabilities at their fair value in the condensed 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 30, 2023 and 2022, the Company recognized gains of approximately $ 0.3 million and $ 0.8 million, respectively, as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company recognized (losses) gains of approximately $( 0.3 ) million and $ 2.6 million, respectively, as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations. The fair value of the Company’s derivative financial instruments as of June 30, 2023 and December 31, 2022 was an interest rate cap asset of $ 0.2 million for each period and an interest rate swap asset of approximately $ 1.5 million and $ 3.2 million at June 30, 2023 and December 31, 2022, respectively. The interest rate cap asset and interest rate swap asset are included in Derivative assets. Covenants The Company’s loan agreements contain customary financial and operating covenants including debt service coverage ratios and aggregate minimum unencumbered cash covenants. As of June 30, 2023, the Company was in compliance with all covenants under its debt agreements. |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Litigation From time to time, the Company or its properties may be subject to claims and suits in the ordinary course of business. The Company’s lessees and borrowers have indemnified, and are obligated to continue to indemnify, the Company against all liabilities arising from the operations of the properties and are further obligated to indemnify it against environmental or title problems affecting the real estate underlying such facilities. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on its condensed consolidated financial condition, results of operations or cash flows. |
Note 9 - Fortress Preferred Equ
Note 9 - Fortress Preferred Equity Investment | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure Text Block [Abstract] | |
Fortress Preferred Equity Investment | Note 9 – Fortress Preferred Equity Investment On No vember 22, 2022, the Company, the Operating Partnership and Broad Street Eagles JV LLC, a newly formed subsidiary of the Operating Partnership (the “Eagles Sub-OP”), entered into a Preferred Equity Investment Agreement with CF Flyer PE Investor LLC (the “Fortress Member”), an affiliate of Fortress Investment Group LLC, pursuant to which the Fortress Member invested $ 80.0 million in the Eagles Sub-OP in exchange for a preferred membership interest (such interest, the “Fortress Preferred Interest” and such investment, the “Preferred Equity Investment”). The Company consolidates the Eagles Sub-OP under the guidance set forth in Accounting Standards Codification (“ASC”) 810, Consolidation. The Company evaluated whether the Eagles Sub-OP met the criteria for classification as a variable interest entity (“VIE”) or, alternatively, as a voting interest entity and concluded that that the Eagles Sub-OP met the criteria of a VIE. The Company is considered to have a controlling financial interest in the Eagles Sub-OP because the Company determined that it is the primary beneficiary because it is most closely associated with the Eagles Sub-OP. In connection with the Preferred Equity Investment, the Operating Partnership and the Fortress Member entered into the Eagles Sub-OP Operating Agreement, and the Operating Partnership contributed to the Eagles Sub-OP its subsidiaries that, directly or indirectly, own Brookhill Azalea Shopping Center, Vista Shops, Hollinswood Shopping Center, Avondale Shops, Greenwood Village Shopping Center and Lamar Station Plaza East in November 2022, as well as Cromwell Field in December 2022. The subsidiaries of the Operating Partnership that indirectly own the following eight properties were not contributed to the Eagles Sub-OP in connection with the closing of the Preferred Equity Investment but are required to be contributed to the Eagles Sub-OP on or prior to the applicable outside dates: (i) Highlandtown, (ii) Spotswood and (iii) the six properties securing the Basis Term Loan (the “Portfolio Excluded Properties”). The outside dates for Highlandtown, the Portfolio Excluded Properties and Spotswood are May 6, 2023, June 30, 2023 and July 6, 2023, respectively. On May 5, 2023, the Operating Partnership contributed to the Eagles Sub-OP its subsidiary that owns Highlandtown. On June 28, 2023, the Fortress Member approved the extension of the Portfolio Excluded Properties outside date from June 30, 2023 to July 31, 2023, and later extended it to August 31, 2023, contingent upon certain items. With the approval of the Fortress Member, on June 30, 2023, the Company sold Spotswood and, on July 20, 2023, sold Dekalb, which was one of the Portfolio Excluded Properties. Pur suant to the Amended and Restated Limited Liability Company Agreement of the Eagles Sub-OP (the “Eagles Sub-OP Operating Agreement”), the Fortress Member is entitled to monthly distributions, a portion of which is paid in cash (the “Current Preferred Return”) and a portion that accrues on and is added to the Preferred Equity Investment each month (the “Capitalized Preferred Return” and, together with the Current Preferred Return, the “Preferred Return”). The initial Preferred Return is 12 % per annum, comprised of a 5 % Current Preferred Return and a 7 % Capitalized Preferred Return, provided that, until the Portfolio Excluded Properties are contributed to the Eagles Sub-OP, the Capitalized Preferred Return is increased by 4.75 %. The Capitalized Preferred Return increases each year by 1 %. Commencing on November 22, 2027, the Preferred Return will be 19 % per annum, all payable in cash, and will increase an additional 3 % each year thereafter. Upon (i) the occurrence of a trigger event under the Eagles Sub-OP Operating Agreement, (ii) during a three-month period in which distributions on the Preferred Equity Investment are not made because such payments would cause a violation of Delaware law or (iii) if a Qualified Public Offering has not occurred on or prior to November 22, 2027, the entire Preferred Return shall accrue at the then-applicable Preferred Return plus 4 % and shall be payable monthly in cash. As of June 30, 2023, the Capitalized Preferred Return was approximately $ 6.0 million and is reflected within Preferred equity investment on the condensed consolidated balance sheets. For the three and six months ended June 30, 2023, the Company recognized $ 1.1 million and $ 2.1 million, respectively, of Current Preferred Return, and, for the three and six months ended June 30, 2023, the Company recognized $ 2.5 million and $ 4.9 million, respectively, of Capitalized Preferred Return as a reduction to additional paid-in capital in the condensed consolidated statem ents of equity. The Fortress Member’s interest in the Eagles Sub-OP under the Eagles Sub-OP Operating Agreement is a financial instrument with both equity and debt characteristics and is classified as mezzanine equity in our accompanying condensed consolidated financial statements. The instrument was initially recognized at fair value net of issuance costs. The Preferred Equity Investment is redeemable at a determinable date (at year five (5), prior to year five if a Qualified Public Offering occurs or at any time so long as the Fortress Mezzanine Loan is repaid in full before or concurrently with such redemption) and therefore, at each subsequent reporting period we will accrete the carrying value to the amount due upon redemption of the Fortress Preferred Interest based on the effective interest method over the remaining term. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the condensed consolidated financial statements. The Company has evaluated the Preferred Equity Investment and determined that its nature is that of a debt host and certain embedded derivatives exist that would require bifurcation on the Company’s condensed consolidated balance sheets. For the three and six months ended June 30, 2023, the Company recognized a loss of $ 0.1 million and a net gain of $ 0.3 million, respectively, in derivative fair value adjustment in the condensed consolidated statements of operations. The derivative liability was $ 0.9 million and $ 1.2 million at June 30, 2023 and December 31, 2022, respectively, and is reflected in accounts payable and accrued liabilities in the condensed consolidated balance sheets. The following table summarizes the preferred equity investment activities for the six months ended June 30, 2023. (thousands) Preferred Equity Investment Balance at December 31, 2022 $ 73,697 Preferred equity return 4,916 Preferred equity accretion 1,171 Balance at June 30, 2023 $ 79,784 |
Note 10 - Equity
Note 10 - Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 10 – Equity Common Stock On Jan uary 3, 2023, April 3, 2023 and July 3, 2023, the Company issued 166,125 , 32,904 and 25,500 shares of common stock, respectively, to its directors. On April 3, 2023, the Company issued 254,839 shares of common stock to Mr. Jacoby in lieu of cash payment of 50 % of his bonus pursuant to the cash bonus plan approved by the compensation committee of the Company’s board of directors for the year ended December 31, 2022. The foregoing shares were issued under the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”). 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 have been designated as Series A preferred stock, $ 0.01 par value per share (the “Series A preferred stock”). As of June 30, 2023 and December 31, 2 022, 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 30, 2023, less than $ 0.1 million of Series A preferred dividends were undeclared. Noncontrolling Interest As of June 30, 2023 and December 31, 2022, the Company owned an 85.6 % interest and an 85.3 % interest, respectively, in the Operating Partnership. Commencing on the 12-month anniversary of the date on which the Common 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 Common 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. Holders of Preferred OP units have the right to convert each Preferred OP unit into one Common OP unit, plus a cash payment for each Preferred OP unit so converted equal to (i) (A) the liquidation preference of the Preferred OP unit at such time, minus (B) $ 2.00 and (ii) all accrued and unpaid monthly distributions (to the extent not already added to the liquidation preference) (the “Conversion Liquidation Payment”). The liquidation preference means the sum of (i) $2.00 and (ii) the accrued Capitalized Preferred OP Unit Return (as defined below). On the date that the common stock is first listed on the New York Stock Exchange, the NYSE American or the Nasdaq Stock Market, each Preferred OP unit will automatically convert into one Common OP unit and the right to receive the Conversion Liquidation Payment. Pursuant to the amended Agreement of Limited Partnership of the Operating Partnership, a portion of the return on the Preferred OP units will be paid in cash (the “Current Preferred OP Unit Return”) and a portion of the return will accrue on and be added to the liquidation preference of the Preferred OP units each month (the “Capitalized Preferred OP Unit Return” and, together with the Current Preferred OP Unit Return, the “Preferred OP Unit Return”). The initial Preferred OP Unit Return is 12% per annum, comprised of a 5% Current Preferred OP Unit Return and a 7% Capitalized Preferred OP Unit Return. The Capitalized Preferred OP Unit Return increases each year by 1%. After November 23, 2027, the Preferred OP Unit Return will be 19% per annum, all payable in cash, and will increase an additional 3% each year thereafter. The Preferred OP units have no voting rights. Amended and Restated 2020 Equity Incentive Plan On September 15, 2021, the Company’s board of directors approved 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 Common OP units. As of June 30, 2023, there were 711,987 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 months ended June 30, 2023 and 2022. Restricted Stock Awards Weighted-Average Grant Date Outstanding as of December 31, 2022 159,439 $ 2.24 Granted 419,618 0.78 Vested ( 59,607 ) 2.25 Forfeitures ( 16,344 ) 1.83 Outstanding as of June 30, 2023 503,106 $ 1.04 Restricted Stock Awards Weighted-Average Grant Date Outstanding as of December 31, 2021 237,621 $ 1.26 Granted 138,262 2.20 Vested ( 172,580 ) 0.75 Forfeitures ( 10,923 ) 2.43 Outstanding as of June 30, 2022 192,380 $ 2.03 Of the restricted shares that vested during the six months ended June 30, 2023, 4,126 shares were surrendered by certain employees to satisfy their tax obligations. Compensation expense related to these share-based payments for each of the three and six months ended June 30, 2023 and 2022 was approximately $ 0.1 m illion and was included in general and administrative expenses on the condensed consolidated statements of operations. The remaining unrecognized costs from stock-based awards as of June 30, 2023 was approximately $ 0.3 million and will be recognized over a weighted-average period of 1.4 years. On April 3, 2023, the Company granted 419,618 restricted shares of common stock to certain employees, which will vest ratably on January 1, 2024, January 1, 2025, and January 1, 2026, 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 that 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 (defined as (i) the sum of (a) the number of shares of common stock of the Company outstanding and (b) the number of Common OP units outstanding (not including Common OP units held by the Company), in each case, as of the last day of the applicable performance period, multiplied by (ii) the value per share of common stock at the end of the performance period) on December 31, 2024, the end of the performance period, 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. On February 28, 2023, 232,558 RSUs were forfeited as a result of an employee’s resignation. The remaining unrecognized costs from RSU awards as of June 30, 2023 was approximately $ 2.5 million and will be recognized over 2.5 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 months ended June 30, 2023 and 2022 are presented in the tables below: Number Weighted Weighted Weighted Intrinsic Balance at December 31, 2022 10,000 $ 6.00 $ — 0.45 $ — Options granted — — — — — Options exercised — — — — — Options expired ( 10,000 ) ( 6.00 ) — — — Balance at June 30, 2023 — $ — $ — — $ — Number Weighted Weighted Weighted Intrinsic Balance at December 31, 2021 70,000 $ 7.71 $ — 0.76 $ — Options granted — — — — — Options exercised — — — — — Options expired — — — — — Balance at June 30, 2022 70,000 $ 7.71 $ — 0.26 $ — 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 70,000 outstanding options at June 30, 2022 were fully vested at grant date. The intrinsic value was not material. There were no outstanding options at June 30, 2023. 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 “2021 Lamont Warrants”). The 2021 Lamont Warrants were issued in connection with the issuance of the Lamont Street Preferred Interest described in Note 7 under the heading “—Lamont Street Preferred Interest.” The expected life is based on the contractual life of the warrants at the date of grant, which is 4.3 years. On November 22, 2022, the Company issued to the Fortress Member warrants to purchase 2,560,000 shares of common stock at an exercise price of $ 0.01 per share, subject to certain adjustments (the “Fortress Warrants”). The Fortress Warrants may be exercised on a cashless basis. The Fortress Warrants will automatically be deemed exercised in full on a cashless basis upon the occurrence of a Qualified Public Offering. The expected life is based on the contractual life of the warrants at the date of grant, which is 10 years. On November 23, 2022, the Company issued to Lamont Street warrants to purchase 500,000 shares of common stock at an exercise price of $ 0.01 per share, subject to certain adjustments (the “2022 Lamont Warrants”). The 2022 Lamont Warrants may be exercised on a cashless basis. The expected life is based on the contractual life of the warrants at the date of grant, which is 5 years. The fair value of the Company's warrants is estimated using the Black-Scholes method at issuance, 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 of the date of grant. |
Note 11 - Revenues
Note 11 - Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 11 – Revenues Disaggregated Revenue The following table represents a disaggregation of revenues from contracts with customers for the three and six months ended June 30, 2023 and 2022 by type of service: Topic 606 Three Months Ended June 30, Six Months Ended June 30, (in thousands) Revenue Recognition 2023 2022 2023 2022 Topic 606 Revenues Leasing commissions Point in time $ 517 $ 1,055 $ 1,335 $ 1,357 Property and asset management fees Over time 29 77 62 147 Sales commissions Point in time 146 226 184 372 Development fees Over time — — 9 — Engineering services Over time 15 46 29 103 Topic 606 Revenue 707 1,404 1,619 1,979 Out of Scope of Topic 606 revenue Rental income $ 10,257 $ 6,938 $ 20,465 $ 13,665 Sublease income 9 51 21 51 Total Out of Scope of Topic 606 revenue 10,266 6,989 20,486 13,716 Total Revenue $ 10,973 $ 8,393 $ 22,105 $ 15,695 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 30, 2023 are reflected in the table below. The table below includes amounts related to Dekalb Plaza, which was sold on July 20, 2023. (in thousands) Remainder of 2023 $ 12,515 2024 23,028 2025 20,426 2026 17,122 2027 14,510 2028 11,095 Thereafter 32,829 Total $ 131,525 |
Note 12 - Earnings per Share
Note 12 - Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 12 – 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 the three and six months ended June 30, 2023 was approximately 7.0 million and 6.9 million, respectively. The weighted average number of anti-dilutive convertible preferred stock, restricted stock, RSUs and OP units outstanding for the three and six months ended June 30, 2022 was approximately 4.2 million and 4.1 million, respectively. The following table sets forth the computation of earnings per common share for the three and six months ended June 30, 2023 and 2022: (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, Numerator: 2023 2022 2023 2022 Net income (loss) $ 2,986 $ ( 2,898 ) $ 1,326 $ ( 6,088 ) Less: Preferred equity return on Fortress preferred equity ( 3,569 ) — ( 6,996 ) — Less: Preferred equity accretion to redemption value ( 756 ) — ( 1,171 ) — Less: Preferred OP units return ( 118 ) — ( 230 ) — Plus: Net loss attributable to noncontrolling interest 132 270 1,146 517 Net loss attributable to common stockholders $ ( 1,325 ) $ ( 2,628 ) $ ( 5,925 ) $ ( 5,571 ) Denominator Basic weighted-average common shares 35,661 32,044 35,518 32,005 Dilutive potential common shares — — — — Diluted weighted-average common shares 35,661 32,044 35,518 32,005 Net loss per common share- basic and diluted $ ( 0.04 ) $ ( 0.08 ) $ ( 0.17 ) $ ( 0.17 ) |
Note 13 - Fair Value of Financi
Note 13 - Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 13 – Fair Value of Financial Instruments The Company uses fair value measures to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. GAAP establishes a three-level hierarchy that prioritizes inputs into the valuation techniques used to measure fair value. Fair value measurements associated with assets and liabilities are categorized into one of the following levels of the hierarchy based upon how observable the valuation inputs are that are used in the fair value measurements. • Level 1 — The valuation is based upon quoted prices in active markets for identical instruments. • Level 2 — The valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs or significant value drivers are observable in active markets. • Level 3 — The valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar methodologies, which incorporates management's own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation. Financial Assets and Liabilities Measured at Fair Value The Company’s financial assets and liabilities measured at fair value on a recurring basis currently include derivative financial instruments and the Fortress Mezzanine Loan. The following tables present the carrying amounts of these assets and liabilities that are measured at fair value on a recurring basis by instrument type and based upon the level of the fair value hierarchy within which fair value measurements of the Company’s assets and liabilities are categorized: Fair Value Measurements (in thousands) June 30, 2023 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 1,773 $ — $ 1,773 $ — Liabilities: Derivative instruments (1) $ 937 $ — $ 937 $ — Fortress Mezzanine Loan 15,931 — 15,931 — (1) Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets . Fair Value Measurements (in thousands) December 31, 2022 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 3,426 $ — $ 3,426 $ — Liabilities: Derivative instruments (1) $ 1,208 $ — $ 1,208 $ — Fortress Mezzanine Loan 17,895 — 17,895 — (1) Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets . The derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate caps and interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy. See Note 7 “—Interest Rate Cap and Interest Rate Swap Agreements” for further discussion regarding the Company’s interest rate cap and interest rate swap agreements. The Preferred Equity Investment contains embedded features that are required to be bifurcated from the temporary equity-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging. The fair value of the embedded derivative liability was valued using a binomial lattice-based model which takes into account variables such as estimated volatility, expected holding period, stock price, the exit fee and the risk-free interest rate. The risk-free interest rate is the five-year treasury rate at the valuation date. This technique incorporates Level 1 and Level 2 inputs. The Company elected to measure the Fortress Mezzanine Loan at fair value in accordance with the fair value option. The Fortress Mezzanine Loan is a debt host financial instrument containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging. The fair value option election for the Fortress Mezzanine Loan is due to the number and complexity of features that would require separate bifurcation absent this election. The fair value of the Fortress Mezzanine Loan is valued using a binomial lattice-based model which takes into account variables such as estimated volatility, expected holding period, stock price, the exit fee and the risk-free interest rate. The risk-free interest rate is the five-year treasury rate at the valuation date. This technique incorporates Level 1 and Level 2 inputs. Financial Assets and Liabilities Not Carried at Fair Value The tables below provide information about the carrying amounts and fair values of those financial instruments of the Company for which fair value is not measured on a recurring basis and organizes the information based upon the level of the fair value hierarchy within which fair value measurements are categorized. At June 30, 2023 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 14,473 $ 14,473 $ — $ — Restricted cash 5,551 5,551 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 119,701 $ — $ 119,701 $ — Mortgage and other indebtedness, net - fixed rate 118,701 — 118,135 — At December 31, 2022 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 12,356 $ 12,356 $ — $ — Restricted cash 4,675 4,675 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 111,380 $ — $ 111,380 $ — Mortgage and other indebtedness, net - fixed rate 140,199 — 139,447 — The carrying amounts of cash and cash equivalents, restricted cash, receivables and payables are reasonable estimates of their fair value as of June 30, 2023 and December 31, 2022 due to the short-term nature of these instruments (Level 1). At June 30, 2023 and December 31, 2022, the Company’s indebtedness was comprised of borrowings that bear interest at variable and fixed rates. The fair value of the Company’s borrowings under variable rates at June 30, 2023 and December 31, 2022 approximate their carrying values as the debt is at variable rates currently available and resets on a monthly basis. The fair value of the Company’s fixed rate debt as of June 30, 2023 and December 31, 2022 is estimated by using Level 2 inputs such as discounting the estimated future cash flows using current market rates for similar loans that would be made to borrowers with similar credit ratings and for the same remaining maturities. Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible. |
Note 14 - Taxes
Note 14 - Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Taxes | Note 14 – Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items, such as the net gain on change in fair value of debt held under the fair value option, which are recorded in the interim period. The provision for income taxes for the three months ended June 30, 2023 and 2022 reflects an income tax benefit of less than $ 0.1 million and approximately $ 0.9 million, respectively, at an estimated annual effective tax rate of 23.1 % and 24.7 %, respectively. The provision for income taxes for the six months ended June 30, 2023 and 2022 reflects an income tax benefit of approximately $ 1.7 million and $ 1.5 million, respectively, at an estimated annual effective tax rate of 23.1 % and 24.7 %, respectively. The difference between the Company’s effective tax rate and the federal statutory rate is primarily due to the loss attributable to the Operating Partnership and net gain on change in fair value of debt held under the fair value option, each of which is not subject to tax and state income taxes. |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – Related Party Transactions Receivables and Payables As of each of June 30, 2023 and December 31, 2022, the Company had $ 1.2 million in receivables due from related parties, included in Other assets, net on the condensed consolidated balance sheets. The $ 1.2 million at June 30, 2023 and December 31, 2022 relates to the merger pursuant to which the Company acquired Lamar Station Plaza West, including the note receivable due from a related party. Additionally, as of each of June 30, 2023 and December 31, 2022, the Company had approximately less than $ 0.1 million in payables due to properties managed by the Company related to amounts borrowed by the Company for working capital, which are reflected in Payables due to related parties on the condensed consolidated balance sheets. On October 6, 2022, Lamar Station Plaza West, a property managed by the Company and acquired in November 2022, advanced the Company $ 1.1 million for deposits related to the Company’s financing in November 2022. Such amount is eliminated in consolidation. Approximately $ 0.3 million and $ 0.4 million of the Company’s total revenue for the three and six months ended June 30, 2022, respectively, was generated from related parties. The amount for the three and six months ended June 30, 2023 was de minimis. Additionally, approximately $ 0.1 million of the Company’s accounts receivable, net balance at December 31, 2022 was owed from related parties. The amount for the six months ended June 30, 2023 was de minimis. Management Fees During the six months ended June 30, 2022, the Company provided management services for Lamar Station Plaza West, which was acquired in the fourth quarter of 2022 in the remaining merger, and the Cypress Point property. The Company received a management fee ranging from 3.0 % to 4.0 % of such properties’ gross income. Messrs. Jacoby, Yockey and Topchy had interests in the entity that owned Lamar Station Plaza West. Messrs. Jacoby, Yockey, Topchy and Neal had interests in the entity that owned the Cypress Point property. In the third quarter of 2022, the Company terminated the merger related to the Cypress Point property due to the performance of the property. Tax Protection Agreements On December 27, 2019, the Company and the Operating Partnership entered into tax protection agreements (the “Initial Tax Protection Agreements”) with each of the prior investors in BSV Colonial Investor LLC, BSV Lamonticello Investors LLC and BSV Patrick Street Member LLC, including Messrs. Jacoby, Yockey and Topchy, in connection with their receipt of Common OP units in certain of the Initial Mergers. On April 4, 2023, the Company and the Operating Partnership entered into a tax protection agreement (together with the Initial Tax Protection Agreements, the “Tax Protection Agreements”), with each of the prior investors in BSV Lamont Investors LLC, including Messrs. Jacoby, Yockey and Topchy, in connection with their receipt of Common OP units in the merger whereby the Company acquired Lamar Station Plaza West. Pursuant to the Tax Protection Agreements, until the seventh anniversary of the completion of the applicable merger, the Company and the Operating Partnership may be required to indemnify the other parties thereto for their tax liabilities related to built-in gain that exists with respect to the properties known as Midtown Colonial, Midtown Lamonticello, Vista Shops at Golden Mile and Lamar Station Plaza West (the “Protected Properties”). Furthermore, until the seventh anniversary of the completion of the applicable merger, the Company and the Operating Partnership will be required to use commercially reasonable efforts to avoid any event, including a sale of the Protected Properties, that triggers built-in gain to the other parties to the Tax Protection Agreements, subject to certain exceptions, including like-kind exchanges under Section 1031 of the Code. Guarantees The Company’s subsidiaries’ obligations under the Eagles Sub-OP Operating Agreement, Basis Loan Agreement and the Brookhill mortgage loan are guaranteed by Messrs. Jacoby and Yockey. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of his guarantee of the Basis Term Loan and the Brookhill mortgage loan. Mr. Jacoby is also a guarantor under the Cromwell mortgage loan agreement. Legal Fees Mr. Spiritos is the managing partner of Shulman Rogers LLP, which represents the Company in certain real estate matters. During the three months ended June 30, 2023 and 2022, the Company paid approximately $ 0.2 million and $ 0.1 million, respectively, in legal fees to Shulman Rogers LLP. During the six months ended June 30, 2023 and 2022, the Company paid approximately $ 0.3 million and $ 0.2 million, respectively, in legal fees to Shulman Rogers LLP. |
Accounting Policies and Related
Accounting Policies and Related Matters (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Change in Presentation | Change in Presentation The Company has made certain reclassifications to prior period financial statements in order to enhance the comparability with current period condensed consolidated financial statements. |
Recent Accounting Pronouncements | Accounting Guidance Adoption of Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. Reference rate reform has not had a material impact on any of the Company's existing contracts. The Company will assess future changes in its contracts and the impact of electing to apply the optional practical expedients and exceptions provided by Topic 848 as they occur, but expects their application will not have a material effect on the Company's condensed consolidated financial statements. In June 2016, FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. Operating lease receivables are excluded from the scope of this guidance. The amended guidance is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In March 2022, FASB issued ASU 2022-02, Financial Instruments-Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures, which eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted the Current Expected Credit Losses model and enhances the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. The ASU also requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. This ASU is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. The adoption of this standard did not have an impact on the Company's condensed consolidated financial statements and related disclosures. |
Note 3 - Real Estate (Tables)
Note 3 - Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Assets and Liabilities of Real Estate Held-for-Sale | The following table provides a summary of the major components of assets and liabilities related to real estate held for sale as of June 30, 2023. (in thousands) June 30, 2023 Assets held for sale Real estate property $ 22,418 Accounts receivable, net 9 Straight-line rent receivable, net 407 Other assets 378 Total assets held for sale $ 23,212 Liabilities related to real estate held for sale Mortgage and other indebtedness $ 14,552 Accounts payable and accrued liabilities 224 Unamortized intangible lease liabilities, net 308 Deferred revenue 45 Total liabilities related to real estate held for sale $ 15,129 |
Summary of Geographic Concentration of Properties | The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of June 30, 2023, which includes rental income for the six months ended June 30, 2023 and 2022. (dollars in thousands) Number Gross Real Estate Assets Percentage of Total Real Estate Assets Rental income for the six months ended June 30, Location June 30, 2023 June 30, 2023 June 30, 2023 2023 2022 Maryland 6 $ 101,203 25.8 % $ 6,078 $ 6,061 Virginia 5 197,208 50.3 % 8,703 3,636 Pennsylvania (1) 1 20,923 5.3 % 1,353 1,058 Washington D.C. 1 8,422 2.2 % 303 306 Colorado 3 64,254 16.4 % 4,028 2,604 16 $ 392,010 100.0 % $ 20,465 $ 13,665 (1) Represents Dekalb Plaza, which was sold on July 20, 2023. |
Note 4 - Intangibles (Tables)
Note 4 - Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule Of Intangible Assets And Liabilities [Abstract] | |
Summary of Carrying Amount of Intangible Assets and Liabilities | The following is a summary of the carrying amount of the Company’s intangible assets and liabilities as of June 30, 2023 and December 31, 2022. (in thousands) June 30, 2023 December 31, 2022 Assets: Above-market leases $ 4,266 $ 5,150 Above-market leases accumulated amortization ( 2,210 ) ( 2,199 ) In-place leases 29,713 36,078 In-place leases accumulated amortization ( 18,478 ) ( 18,251 ) Total real estate intangible assets, net $ 13,291 $ 20,778 Liabilities Below-market leases $ 3,226 $ 4,992 Below-market leases accumulated amortization ( 2,377 ) ( 3,439 ) Total real estate intangible liabilities, net $ 849 $ 1,553 |
Summary of Expected Amortization of Real Estate Intangible Assets Liabilities | The following table represents expected amortization of existing real estate intangible assets and liabilities as of June 30, 2023: (in thousands) Amortization of Amortization of Amortization of Total amortization, net Remainder of 2023 $ 1,964 $ 355 $ ( 174 ) $ 2,145 2024 2,973 575 ( 304 ) 3,244 2025 2,089 449 ( 174 ) 2,364 2026 1,489 253 ( 98 ) 1,644 2027 962 167 ( 47 ) 1,082 2028 520 112 ( 26 ) 606 Thereafter 1,238 145 ( 26 ) 1,357 Total $ 11,235 $ 2,056 $ ( 849 ) $ 12,442 |
Note 5 - Other Assets (Tables)
Note 5 - Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Assets, Unclassified [Abstract] | |
Schedule of Other Assets, Net | Items included in other assets, net on the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 are detailed in the table below: (in thousands) June 30, 2023 December 31, 2022 Prepaid assets and deposits $ 399 $ 1,722 Leasing commission costs and incentives, net 982 751 Right-of-use assets, net 476 695 Pre-acquisition costs 6 8 Other receivables, net 56 101 Corporate property, net 52 64 Receivables from related parties 1,170 1,170 Total assets $ 3,141 $ 4,511 |
Note 6 - Accounts Payable and_2
Note 6 - Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable And Accrued Liabilities | Items included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 are detailed in the table below: (in thousands) June 30, 2023 December 31, 2022 Trade payable $ 842 $ 2,476 Security deposit 2,366 2,529 Real estate tax payable 1,063 1,231 Interest payable 1,316 1,570 Derivative liability 937 1,208 Lease payable 499 738 Other 5,103 5,659 Accounts payable and accrued liabilities $ 12,126 $ 15,411 |
Note 7 - Mortgage and Other I_2
Note 7 - Mortgage and Other Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balance | The table below details the Company’s debt balance at June 30, 2023 and December 31, 2022: (dollars in thousands) Maturity Date Rate Type Interest Rate (1) June 30, 2023 December 31, 2022 Basis Term Loan (net of discount of $ 38 and $ 79 , respectively) January 1, 2024 Floating (2) 8.62 % $ 67,147 (3), (4) $ 67,086 (3) Hollinswood Shopping Center Loan December 1, 2024 LIBOR + 2.25% (5) 4.06 % 12,600 12,760 Avondale Shops Loan June 1, 2025 Fixed 4.00 % 2,927 2,985 Vista Shops at Golden Mile Loan (net of discount of $ 0 and $ 12 , respectively) (6) June 24, 2024 Fixed 3.83 % 11,345 11,478 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 7.97 % 8,747 8,762 Lamar Station Plaza West Loan (net of discount of $ 82 and $ 95 , respectively) December 10, 2027 Fixed 5.67 % 18,329 18,317 Lamont Street Preferred Interest (net of discount of $ 0 and $ 29 , respectively) (7) September 30, 2023 Fixed 13.50 % — 4,241 Highlandtown Village Shopping Center Loan (net of discount of $ 42 and $ 14 , respectively) (8) May 10, 2028 SOFR + 2.5% 6.085 % 8,708 5,241 Cromwell Field Shopping Center Loan (net of discount of $ 68 and $ 77 , respectively) December 22, 2027 Fixed 6.71 % 10,122 10,113 Midtown Row Loan (net of discount of $ 22 and $ 25 , respectively) December 1, 2027 Fixed 6.48 % 75,978 75,975 Midtown Row/Fortress Mezzanine Loan (9) December 1, 2027 Fixed 12.00 % 15,931 17,895 Spotswood Valley Square Shopping Center Loan (net of discount of $ 0 and $ 31 , respectively) July 6, 2023 Fixed 4.82 % — 11,849 The Shops at Greenwood Village (net of discount of $ 85 and $ 94 , respectively) October 10, 2028 SOFR + 2.85% (10) 5.85 % 22,499 22,772 $ 254,333 $ 269,474 Unamortized deferred financing costs, net ( 1,752 ) (4) ( 1,858 ) Total Mortgage and Other Indebtedness $ 252,581 $ 267,616 (1) At June 30, 2023, the floating rate loans tied to the London Inter-Bank Offered Rate (“LIBOR”) were based on the one-month LIBOR rate of 5.22 %. Beginning July 1, 2023, one-month LIBOR is no longer published and all remaining debt referencing LIBOR was replaced with SOFR (as defined below). (2) The interest rate for the Basis Term Loan is the greater of (i) SOFR plus 3.97 % per annum and (ii) 6.125 % per annum. On November 23, 2022, the Company entered into an interest rate cap agreement to cap the SOFR interest rate at 4.65 % effective January 1, 2023, which replaced the existing interest rate cap agreement that capped the SOFR interest rate at 3.5 %. (3) The outstanding balance includes $ 0.3 million of exit fees. (4) The outstanding balances of $ 67.1 million and $( 1.8 ) million include $ 14.6 million and less than $( 0.1 ) million, respectively, that were reclassified to mortgages related to assets held for sale. (5) The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06 %. On May 3, 2023, the Hollinswood loan agreement was amended to replace LIBOR with SOFR, effective July 1, 2023. (6) On June 28, 2023, the Company entered into an agreement to extend the maturity date of this loan to June 24, 2024. (7) The outstanding bal ance includes approximately $ 0.3 million of indebtedness as of December 31, 2022 related to the Lamont Street Minimum Multiple Amount (as defined below) owed to Lamont Street as described below under the heading “ —Lamont Street Preferred Interest . ” (8) On May 5, 2023, the Company refinanced the Highlandtown Village Shopping Center Loan to extend the maturity date to May 10, 2028 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.085 % as described below under the heading “ — Mortgage Indebtedness” . The prior loan carried an interest rate of 4.13 %. (9) The outstanding balance reflects the fair value of the debt. (10) On October 6, 2021, the Company entered into an interest rate swap which fixes the interest rate of this loan at 4.082 %. On May 1, 2023, the interest rate was amended to replace Prime with SOFR plus a spread of 2.85 %. The Company terminated the existing interest rate swap and entered into a new interest rate swap agreement to fix the interest rate at 5.85 %. |
Scheduled Principal Repayments and 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 30, 2023: (dollars in thousands) Amount Due Remainder of 2023 $ 12,072 2024 (1) 81,128 2025 12,197 2026 2,221 2027 118,667 2028 28,111 Thereafter - 254,396 Unamortized debt discounts and deferred financing costs, net and fair value option adjustment ( 1,815 ) Total $ 252,581 (1) Includes $ 17.4 million of debt that was repaid in conjunction with the sale of Dekalb Plaza . |
Note 9 - Fortress Preferred E_2
Note 9 - Fortress Preferred Equity Investment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure Text Block [Abstract] | |
Summary of Preferred Equity Investment Activities | The following table summarizes the preferred equity investment activities for the six months ended June 30, 2023. (thousands) Preferred Equity Investment Balance at December 31, 2022 $ 73,697 Preferred equity return 4,916 Preferred equity accretion 1,171 Balance at June 30, 2023 $ 79,784 |
Note 10 - Equity (Tables)
Note 10 - Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock-Based Award Activity | The following table summarizes the stock-based award activity under the Plan for the six months ended June 30, 2023 and 2022. Restricted Stock Awards Weighted-Average Grant Date Outstanding as of December 31, 2022 159,439 $ 2.24 Granted 419,618 0.78 Vested ( 59,607 ) 2.25 Forfeitures ( 16,344 ) 1.83 Outstanding as of June 30, 2023 503,106 $ 1.04 Restricted Stock Awards Weighted-Average Grant Date Outstanding as of December 31, 2021 237,621 $ 1.26 Granted 138,262 2.20 Vested ( 172,580 ) 0.75 Forfeitures ( 10,923 ) 2.43 Outstanding as of June 30, 2022 192,380 $ 2.03 |
Summary of 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 months ended June 30, 2023 and 2022 are presented in the tables below: Number Weighted Weighted Weighted Intrinsic Balance at December 31, 2022 10,000 $ 6.00 $ — 0.45 $ — Options granted — — — — — Options exercised — — — — — Options expired ( 10,000 ) ( 6.00 ) — — — Balance at June 30, 2023 — $ — $ — — $ — Number Weighted Weighted Weighted Intrinsic Balance at December 31, 2021 70,000 $ 7.71 $ — 0.76 $ — Options granted — — — — — Options exercised — — — — — Options expired — — — — — Balance at June 30, 2022 70,000 $ 7.71 $ — 0.26 $ — |
Note 11 - Revenues (Tables)
Note 11 - Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenues | The following table represents a disaggregation of revenues from contracts with customers for the three and six months ended June 30, 2023 and 2022 by type of service: Topic 606 Three Months Ended June 30, Six Months Ended June 30, (in thousands) Revenue Recognition 2023 2022 2023 2022 Topic 606 Revenues Leasing commissions Point in time $ 517 $ 1,055 $ 1,335 $ 1,357 Property and asset management fees Over time 29 77 62 147 Sales commissions Point in time 146 226 184 372 Development fees Over time — — 9 — Engineering services Over time 15 46 29 103 Topic 606 Revenue 707 1,404 1,619 1,979 Out of Scope of Topic 606 revenue Rental income $ 10,257 $ 6,938 $ 20,465 $ 13,665 Sublease income 9 51 21 51 Total Out of Scope of Topic 606 revenue 10,266 6,989 20,486 13,716 Total Revenue $ 10,973 $ 8,393 $ 22,105 $ 15,695 |
Summary of Minimum Cash Rental Payments Due in Future Periods Under Executed Non-cancelable Operating Leases | 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 30, 2023 are reflected in the table below. The table below includes amounts related to Dekalb Plaza, which was sold on July 20, 2023. (in thousands) Remainder of 2023 $ 12,515 2024 23,028 2025 20,426 2026 17,122 2027 14,510 2028 11,095 Thereafter 32,829 Total $ 131,525 |
Note 12 - Earnings per Share (T
Note 12 - Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Earnings Per Common Share | The following table sets forth the computation of earnings per common share for the three and six months ended June 30, 2023 and 2022: (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, Numerator: 2023 2022 2023 2022 Net income (loss) $ 2,986 $ ( 2,898 ) $ 1,326 $ ( 6,088 ) Less: Preferred equity return on Fortress preferred equity ( 3,569 ) — ( 6,996 ) — Less: Preferred equity accretion to redemption value ( 756 ) — ( 1,171 ) — Less: Preferred OP units return ( 118 ) — ( 230 ) — Plus: Net loss attributable to noncontrolling interest 132 270 1,146 517 Net loss attributable to common stockholders $ ( 1,325 ) $ ( 2,628 ) $ ( 5,925 ) $ ( 5,571 ) Denominator Basic weighted-average common shares 35,661 32,044 35,518 32,005 Dilutive potential common shares — — — — Diluted weighted-average common shares 35,661 32,044 35,518 32,005 Net loss per common share- basic and diluted $ ( 0.04 ) $ ( 0.08 ) $ ( 0.17 ) $ ( 0.17 ) |
Note 13 - Fair Value of Finan_2
Note 13 - Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amounts and Fair value of Assets and Liabilities Measured at Fair Value on a Recurring and Non Recurring Basis | The following tables present the carrying amounts of these assets and liabilities that are measured at fair value on a recurring basis by instrument type and based upon the level of the fair value hierarchy within which fair value measurements of the Company’s assets and liabilities are categorized: Fair Value Measurements (in thousands) June 30, 2023 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 1,773 $ — $ 1,773 $ — Liabilities: Derivative instruments (1) $ 937 $ — $ 937 $ — Fortress Mezzanine Loan 15,931 — 15,931 — (1) Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets . Fair Value Measurements (in thousands) December 31, 2022 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 3,426 $ — $ 3,426 $ — Liabilities: Derivative instruments (1) $ 1,208 $ — $ 1,208 $ — Fortress Mezzanine Loan 17,895 — 17,895 — (1) Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets . The tables below provide information about the carrying amounts and fair values of those financial instruments of the Company for which fair value is not measured on a recurring basis and organizes the information based upon the level of the fair value hierarchy within which fair value measurements are categorized. At June 30, 2023 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 14,473 $ 14,473 $ — $ — Restricted cash 5,551 5,551 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 119,701 $ — $ 119,701 $ — Mortgage and other indebtedness, net - fixed rate 118,701 — 118,135 — At December 31, 2022 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 12,356 $ 12,356 $ — $ — Restricted cash 4,675 4,675 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 111,380 $ — $ 111,380 $ — Mortgage and other indebtedness, net - fixed rate 140,199 — 139,447 — |
Note 1 - Organization and Nat_2
Note 1 - Organization and Nature of Business (Details Textual) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jul. 20, 2023 USD ($) | May 26, 2023 USD ($) | Jun. 30, 2023 USD ($) MortgageLoan Property | Dec. 31, 2022 | Dec. 31, 2019 USD ($) | |
Real Estate Properties [Line Items] | |||||
Total real estate properties held for investment, net | $ 392,000 | ||||
Number of real estate properties | Property | 16 | ||||
Maturity date description | the Basis Term Loan (as defined below) had an outstanding principal balance of $66.9 million as of June 30, 2023 and matures on January 1, 2024, subject to the remaining one-year extension option that is subject to certain conditions, including a material adverse change clause, and approval by the lender. | ||||
Mortgages with principal balances outstanding | $ 11,300 | ||||
Long-term debt outstanding | $ 254,396 | ||||
Minimum [Member] | |||||
Real Estate Properties [Line Items] | |||||
Short-term mortgages maturity period | 3 years | ||||
Maximum [Member] | |||||
Real Estate Properties [Line Items] | |||||
Short-term mortgages maturity period | 5 years | ||||
Mortgage Loans Due Within Twelve Months | Mortgage Loan [Member] | |||||
Real Estate Properties [Line Items] | |||||
Number of mortgage loan | MortgageLoan | 1 | ||||
Basis Term Loan [Member] | |||||
Real Estate Properties [Line Items] | |||||
Maturity date description | The Basis Term Loan initial maturity was January 1, 2023, subject to two one-year extension options, subject to certain conditions. | ||||
Mortgage loans | $ 66,900 | ||||
Proceeds from sale of property | $ 23,100 | ||||
Long-term debt outstanding | $ 66,900 | ||||
Basis Term Loan [Member] | Subsequent Event [Member] | |||||
Real Estate Properties [Line Items] | |||||
Repayments of secured debt | $ 17,400 | ||||
Basis Term Loan [Member] | Maximum [Member] | |||||
Real Estate Properties [Line Items] | |||||
Mortgage loans | $ 66,900 | ||||
Operating Partnership [Member] | |||||
Real Estate Properties [Line Items] | |||||
Operating partnership percentage | 85.60% | 85.30% |
Note 3 - Real Estate (Details T
Note 3 - Real Estate (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jul. 20, 2023 | Jun. 30, 2023 | May 23, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Real estate held for sale, net | $ 22,418 | $ 22,418 | $ 22,418 | $ 0 | ||||
Impairment of real estate assets held for sale | 1,957 | $ 0 | 1,957 | $ 0 | ||||
Dekalb Plaza [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Real estate held for sale, net | $ 24,400 | |||||||
Real estate held for sale, fair value | 23,100 | |||||||
Real estate held for sale, estimated cost to sell | 700 | |||||||
Impairment of real estate assets held for sale | $ 2,000 | $ 2,000 | 2,000 | |||||
Repayments of secured debt | 17,400 | |||||||
Dekalb Plaza [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Sales price | $ 23,100 | |||||||
Spotswood Valley Square Shopping Center [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Sales price | 23,000 | |||||||
Gain on sales of real estate | 11,600 | |||||||
Repayments of secured debt | 11,800 | |||||||
Transaction costs | $ 600 | |||||||
Lamont Street Preferred Interest [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayments of secured debt | $ 2,300 |
Note 3 - Real Estate - Schedule
Note 3 - Real Estate - Schedule of Assets and Liabilities of Real Estate Held-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets held for sale: | ||
Real estate property | $ 22,418 | $ 0 |
Other assets | 3,141 | 4,511 |
Total assets held for sale | 794 | 0 |
Liabilities related to real estate held for sale: | ||
Mortgage and other indebtedness | 238,029 | 267,616 |
Accounts payable and accrued liabilities | 12,126 | 15,411 |
Unamortized intangible lease liabilities, net | 849 | $ 1,553 |
Real Estate Held for Sale [Member] | ||
Assets held for sale: | ||
Real estate property | 22,418 | |
Accounts receivable, net | 9 | |
Straight-line rent receivable, net | 407 | |
Other assets | 378 | |
Total assets held for sale | 23,212 | |
Liabilities related to real estate held for sale: | ||
Mortgage and other indebtedness | 14,552 | |
Accounts payable and accrued liabilities | 224 | |
Unamortized intangible lease liabilities, net | 308 | |
Deferred revenue | 45 | |
Total liabilities related to real estate held for sale | $ 15,129 |
Note 3 - Real Estate - Summary
Note 3 - Real Estate - Summary of Geographic Concentration of Properties (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 USD ($) Property | Jun. 30, 2022 USD ($) | ||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 16 | ||
Gross Real Estate Assets | $ 392,000 | ||
Geographic Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 16 | ||
Gross Real Estate Assets | $ 392,010 | ||
Percentage of Total Real Estate Assets | 100% | ||
Geographic Concentration Risk [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 20,465 | $ 13,665 | |
Geographic Concentration Risk [Member] | Maryland [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 6 | ||
Gross Real Estate Assets | $ 101,203 | ||
Percentage of Total Real Estate Assets | 25.80% | ||
Geographic Concentration Risk [Member] | Maryland [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 6,078 | 6,061 | |
Geographic Concentration Risk [Member] | Virginia [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 5 | ||
Gross Real Estate Assets | $ 197,208 | ||
Percentage of Total Real Estate Assets | 50.30% | ||
Geographic Concentration Risk [Member] | Virginia [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 8,703 | 3,636 | |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | [1] | 1 | |
Gross Real Estate Assets | [1] | $ 20,923 | |
Percentage of Total Real Estate Assets | [1] | 5.30% | |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | [1] | $ 1,353 | 1,058 |
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 1 | ||
Gross Real Estate Assets | $ 8,422 | ||
Percentage of Total Real Estate Assets | 2.20% | ||
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 303 | 306 | |
Geographic Concentration Risk [Member] | Colorado [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 3 | ||
Gross Real Estate Assets | $ 64,254 | ||
Percentage of Total Real Estate Assets | 16.40% | ||
Geographic Concentration Risk [Member] | Colorado [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 4,028 | $ 2,604 | |
[1] Represents Dekalb Plaza, which was sold on July 20, 2023. |
Note 4 - Intangibles - Summary
Note 4 - Intangibles - Summary of Carrying Amount of Intangible Assets and Liabilities (Details) - Real Estate [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Above-market leases | $ 4,266 | $ 5,150 |
In-place leases | 29,713 | 36,078 |
Total real estate intangible assets, net | 13,291 | 20,778 |
Liabilities | ||
Below-market leases | 3,226 | 4,992 |
Below-market leases accumulated amortization | (2,377) | (3,439) |
Total real estate intangible liabilities, net | 849 | 1,553 |
Above-Market Leases [Member] | ||
Assets: | ||
Accumulated amortization | (2,210) | (2,199) |
Total real estate intangible assets, net | 2,056 | |
In-Place Leases [Member] | ||
Assets: | ||
Accumulated amortization | (18,478) | $ (18,251) |
Total real estate intangible assets, net | $ 11,235 |
Note 4 - Intangibles - (Details
Note 4 - Intangibles - (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Intangible Assets And Liabilities [Line Items] | ||||
Net amortization related to above market leases and below market leases | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.3 |
In-Place Leases [Member] | ||||
Schedule Of Intangible Assets And Liabilities [Line Items] | ||||
Net amortization related to intangibles | $ 2.1 | $ 1.9 | $ 4.4 | $ 3.8 |
Note 4 - Intangibles - Summar_2
Note 4 - Intangibles - Summary of Expected Amortization of Real Estate Intangible Assets Liabilities (Details) - Real Estate [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Total real estate intangible assets, net | $ 13,291 | $ 20,778 |
Amortization of below-market leases, Remainder of 2023 | (174) | |
Amortization of below-market leases, 2024 | (304) | |
Amortization of below-market leases, 2025 | (174) | |
Amortization of below-market leases, 2026 | (98) | |
Amortization of below-market leases, 2027 | (47) | |
Amortization of below-market leases, 2028 | (26) | |
Amortization of below-market leases, Thereafter | (26) | |
Amortization of below-market leases, Total | (849) | |
Total amortization, net, Remainder of 2023 | 2,145 | |
Total amortization, net, 2024 | 3,244 | |
Total amortization, net, 2025 | 2,364 | |
Total amortization, net, 2026 | 1,644 | |
Total amortization, net, 2027 | 1,082 | |
Total amortization, net, 2028 | 606 | |
Total amortization, net,Thereafter | 1,357 | |
Total amortization, net | 12,442 | |
In-Place Leases [Member] | ||
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Remainder of 2023 | 1,964 | |
2024 | 2,973 | |
2025 | 2,089 | |
2026 | 1,489 | |
2027 | 962 | |
2028 | 520 | |
Thereafter | 1,238 | |
Total real estate intangible assets, net | 11,235 | |
Above-Market Leases [Member] | ||
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Remainder of 2023 | 355 | |
2024 | 575 | |
2025 | 449 | |
2026 | 253 | |
2027 | 167 | |
2028 | 112 | |
Thereafter | 145 | |
Total real estate intangible assets, net | $ 2,056 |
Note 5 - Other Assets - Schedul
Note 5 - Other Assets - Schedule of Other Assets, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Assets, Unclassified [Abstract] | ||
Prepaid assets and deposits | $ 399 | $ 1,722 |
Leasing commission costs and incentives, net | 982 | 751 |
Right-of-use assets, net | $ 476 | $ 695 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total assets | Total assets |
Pre-acquisition costs | $ 6 | $ 8 |
Other receivables, net | 56 | 101 |
Corporate property, net | 52 | 64 |
Receivables from related parties | 1,170 | 1,170 |
Total assets | $ 3,141 | $ 4,511 |
Note 6 - Accounts Payable and_3
Note 6 - Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Trade Payable | $ 842 | $ 2,476 |
Security deposit | 2,366 | 2,529 |
Real estate tax payable | 1,063 | 1,231 |
Interest payable | 1,316 | 1,570 |
Derivative liability | 937 | 1,208 |
Lease payable | 499 | 738 |
Other | 5,103 | 5,659 |
Accounts payable and accrued liabilities | $ 12,126 | $ 15,411 |
Note 7 - Mortgage and Other I_3
Note 7 - Mortgage and Other Indebtedness - Schedule of Debt Balance (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
May 05, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |||
Debt Instrument [Line Items] | |||||
Balance outstanding | $ 254,333 | $ 269,474 | |||
Unamortized deferred financing costs | (1,752) | [1] | (1,858) | ||
Total Mortgage and Other Indebtedness | $ 252,581 | 267,616 | |||
Basis Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Jan. 01, 2024 | ||||
Rate Type | [2] | Floating | |||
Debt instrument variable rate | [3] | 8.62% | |||
Balance outstanding | [4] | $ 67,147 | [1] | 67,086 | |
Hollinswood Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 01, 2024 | ||||
Rate Type | [5] | LIBOR + 2.25% | |||
Debt instrument variable rate | [3] | 4.06% | |||
Balance outstanding | $ 12,600 | 12,760 | |||
Avondale Shops Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Jun. 01, 2025 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [3] | 4% | |||
Balance outstanding | $ 2,927 | 2,985 | |||
Vista Shops at Golden Mile Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | [6] | Jun. 24, 2024 | |||
Rate Type | [6] | Fixed | |||
Debt instrument variable rate | [3],[6] | 3.83% | |||
Balance outstanding | [6] | $ 11,345 | 11,478 | ||
Brookhill Azalea Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Jan. 31, 2025 | ||||
Rate Type | LIBOR + 2.75% | ||||
Debt instrument variable rate | [3] | 7.97% | |||
Balance outstanding | $ 8,747 | 8,762 | |||
Lamar Station Plaza West Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 10, 2027 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [3] | 5.67% | |||
Balance outstanding | $ 18,329 | 18,317 | |||
Lamont Street Preferred Interest [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | [7] | Sep. 30, 2023 | |||
Rate Type | [7] | Fixed | |||
Debt instrument variable rate | [3],[7] | 13.50% | |||
Balance outstanding | [7] | 4,241 | |||
Highlandtown Village Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | May 10, 2028 | May 10, 2028 | [8] | ||
Rate Type | [8] | SOFR + 2.5% | |||
Debt instrument variable rate | [3],[8] | 6.085% | |||
Balance outstanding | [8] | $ 8,708 | 5,241 | ||
Cromwell Field Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 22, 2027 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [3] | 6.71% | |||
Balance outstanding | $ 10,122 | 10,113 | |||
Midtown Row Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 01, 2027 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [3] | 6.48% | |||
Balance outstanding | $ 75,978 | 75,975 | |||
Fortress Mezzanine Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | [9] | Dec. 01, 2027 | |||
Rate Type | [9] | Fixed | |||
Debt instrument variable rate | [3],[9] | 12% | |||
Balance outstanding | [9] | $ 15,931 | 17,895 | ||
Spotswood Valley Square Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Jul. 06, 2023 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [3] | 4.82% | |||
Balance outstanding | 11,849 | ||||
The Shops at Greenwood Village [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Oct. 10, 2028 | ||||
Rate Type | [10] | SOFR + 2.85% | |||
Debt instrument variable rate | [3] | 5.85% | |||
Balance outstanding | $ 22,499 | $ 22,772 | |||
[1] The outstanding balances of $ 67.1 million and $( 1.8 ) million include $ 14.6 million and less than $( 0.1 ) million, respectively, that were reclassified to mortgages related to assets held for sale. The interest rate for the Basis Term Loan is the greater of (i) SOFR plus 3.97 % per annum and (ii) 6.125 % per annum. On November 23, 2022, the Company entered into an interest rate cap agreement to cap the SOFR interest rate at 4.65 % effective January 1, 2023, which replaced the existing interest rate cap agreement that capped the SOFR interest rate at 3.5 %. At June 30, 2023, the floating rate loans tied to the London Inter-Bank Offered Rate (“LIBOR”) were based on the one-month LIBOR rate of 5.22 %. Beginning July 1, 2023, one-month LIBOR is no longer published and all remaining debt referencing LIBOR was replaced with SOFR (as defined below). The outstanding balance includes $ 0.3 million of exit fees. The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06 %. On May 3, 2023, the Hollinswood loan agreement was amended to replace LIBOR with SOFR, effective July 1, 2023. On June 28, 2023, the Company entered into an agreement to extend the maturity date of this loan to June 24, 2024. The outstanding bal ance includes approximately $ 0.3 million of indebtedness as of December 31, 2022 related to the Lamont Street Minimum Multiple Amount (as defined below) owed to Lamont Street as described below under the heading “ —Lamont Street Preferred Interest . ” On May 5, 2023, the Company refinanced the Highlandtown Village Shopping Center Loan to extend the maturity date to May 10, 2028 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.085 % as described below under the heading “ — Mortgage Indebtedness” . The prior loan carried an interest rate of 4.13 %. The outstanding balance reflects the fair value of the debt. On October 6, 2021, the Company entered into an interest rate swap which fixes the interest rate of this loan at 4.082 %. On May 1, 2023, the interest rate was amended to replace Prime with SOFR plus a spread of 2.85 %. The Company terminated the existing interest rate swap and entered into a new interest rate swap agreement to fix the interest rate at 5.85 %. |
Note 7 - Mortgage and Other I_4
Note 7 - Mortgage and Other Indebtedness - Schedule of Debt Balance (Parenthetical) (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||||
May 05, 2023 | May 01, 2023 | Jan. 01, 2023 | Dec. 31, 2019 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 23, 2022 | Aug. 01, 2022 | Oct. 06, 2021 | |||
Debt Instrument [Line Items] | |||||||||||
Balance outstanding | $ 254,333 | $ 269,474 | |||||||||
Unamortized deferred financing costs | (1,752) | [1] | (1,858) | ||||||||
Mortgage and other indebtedness related to real estate held for sale, net | (238,029) | (267,616) | |||||||||
Exit Fees Outstanding | 300 | 300 | |||||||||
Assets held for sale [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Mortgage and other indebtedness related to real estate held for sale, net | (14,552) | ||||||||||
Maximum [Member] | Assets held for sale [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Mortgage and other indebtedness related to real estate held for sale, net | $ (100) | ||||||||||
LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 5.22% | ||||||||||
Interest Rate Swap [Member] | Hollinswood Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 4.06% | ||||||||||
Basis Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 38 | 79 | |||||||||
Debt instrument variable rate | [2] | 8.62% | |||||||||
Maturity date | Jan. 01, 2024 | ||||||||||
Balance outstanding | [3] | $ 67,147 | [1] | $ 67,086 | |||||||
Interest rate of loan | 8.62% | ||||||||||
Basis Term Loan [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 6.125% | 6.125% | |||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate of loan | 8.62% | 6.125% | |||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 6.125% | ||||||||||
Basis Term Loan [Member] | LIBOR [Member] | Interest Rate Cap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 3.50% | ||||||||||
Basis Term Loan [Member] | SOFR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 3.97% | 3.97% | |||||||||
Basis Term Loan [Member] | SOFR [Member] | Interest Rate Cap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 3.97% | ||||||||||
Debt instrument variable rate | 4.65% | 3.50% | |||||||||
Vista Shops at Golden Mile Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 0 | $ 12 | |||||||||
Debt instrument variable rate | [2],[4] | 3.83% | |||||||||
Maturity date | [4] | Jun. 24, 2024 | |||||||||
Balance outstanding | [4] | $ 11,345 | 11,478 | ||||||||
Lamar Station Plaza West Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 82 | 95 | |||||||||
Debt instrument variable rate | [2] | 5.67% | |||||||||
Maturity date | Dec. 10, 2027 | ||||||||||
Balance outstanding | $ 18,329 | 18,317 | |||||||||
Lamont Street Preferred Interest [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 0 | 29 | |||||||||
Debt instrument variable rate | [2],[5] | 13.50% | |||||||||
Maturity date | [5] | Sep. 30, 2023 | |||||||||
Balance outstanding | [5] | 4,241 | |||||||||
Highlandtown Village Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 42 | 14 | |||||||||
Debt instrument variable rate | 4.13% | ||||||||||
Debt instrument variable rate | [2],[6] | 6.085% | |||||||||
Maturity date | May 10, 2028 | May 10, 2028 | [6] | ||||||||
Balance outstanding | [6] | $ 8,708 | 5,241 | ||||||||
Highlandtown Village Shopping Center Loan [Member] | Interest Rate Swap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 6.085% | ||||||||||
Cromwell Field Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 68 | 77 | |||||||||
Debt instrument variable rate | [2] | 6.71% | |||||||||
Maturity date | Dec. 22, 2027 | ||||||||||
Balance outstanding | $ 10,122 | 10,113 | |||||||||
Midtown Row Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 22 | 25 | |||||||||
Debt instrument variable rate | [2] | 6.48% | |||||||||
Maturity date | Dec. 01, 2027 | ||||||||||
Balance outstanding | $ 75,978 | 75,975 | |||||||||
Greenwood Village [Member] | Mortgage Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate of loan | 5.85% | ||||||||||
Greenwood Village [Member] | Prime Rate [Member] | Mortgage Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 0.35% | ||||||||||
Greenwood Village [Member] | Interest Rate Swap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate of loan | 4.082% | ||||||||||
Greenwood Village [Member] | SOFR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 2.85% | ||||||||||
Interest rate of loan | 5.85% | ||||||||||
Greenwood Village [Member] | SOFR [Member] | Mortgage Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 2.85% | ||||||||||
Spotswood Valley Square Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 0 | 31 | |||||||||
Debt instrument variable rate | [2] | 4.82% | |||||||||
Maturity date | Jul. 06, 2023 | ||||||||||
Balance outstanding | 11,849 | ||||||||||
Lamont Street Minimum Multiple Amount [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Balance outstanding | 300 | ||||||||||
The Shops at Greenwood Village [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 85 | 94 | |||||||||
Debt instrument variable rate | [2] | 5.85% | |||||||||
Maturity date | Oct. 10, 2028 | ||||||||||
Balance outstanding | $ 22,499 | $ 22,772 | |||||||||
[1] The outstanding balances of $ 67.1 million and $( 1.8 ) million include $ 14.6 million and less than $( 0.1 ) million, respectively, that were reclassified to mortgages related to assets held for sale. At June 30, 2023, the floating rate loans tied to the London Inter-Bank Offered Rate (“LIBOR”) were based on the one-month LIBOR rate of 5.22 %. Beginning July 1, 2023, one-month LIBOR is no longer published and all remaining debt referencing LIBOR was replaced with SOFR (as defined below). The outstanding balance includes $ 0.3 million of exit fees. On June 28, 2023, the Company entered into an agreement to extend the maturity date of this loan to June 24, 2024. The outstanding bal ance includes approximately $ 0.3 million of indebtedness as of December 31, 2022 related to the Lamont Street Minimum Multiple Amount (as defined below) owed to Lamont Street as described below under the heading “ —Lamont Street Preferred Interest . ” On May 5, 2023, the Company refinanced the Highlandtown Village Shopping Center Loan to extend the maturity date to May 10, 2028 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.085 % as described below under the heading “ — Mortgage Indebtedness” . The prior loan carried an interest rate of 4.13 %. |
Note 7 - Mortgage and Other I_5
Note 7 - Mortgage and Other Indebtedness - (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 20, 2023 USD ($) | May 05, 2023 USD ($) | May 03, 2023 | May 01, 2023 USD ($) | Jan. 01, 2023 | Jun. 04, 2021 USD ($) | May 21, 2021 USD ($) | Dec. 27, 2019 USD ($) Derivative | Dec. 31, 2019 USD ($) Subsidiary | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Nov. 23, 2022 | Aug. 01, 2022 | Oct. 06, 2021 USD ($) | ||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity date description | the Basis Term Loan (as defined below) had an outstanding principal balance of $66.9 million as of June 30, 2023 and matures on January 1, 2024, subject to the remaining one-year extension option that is subject to certain conditions, including a material adverse change clause, and approval by the lender. | |||||||||||||||||
Long-term debt outstanding | $ 254,396 | $ 254,396 | ||||||||||||||||
Interest expense | 4,735 | $ 2,685 | 9,516 | $ 5,273 | ||||||||||||||
Balance outstanding | 254,396 | 254,396 | ||||||||||||||||
Principal balance of mortgage loan | 252,581 | 252,581 | $ 267,616 | |||||||||||||||
Income (expenses) related to fair value adjustments on derivatives | (300) | 800 | (300) | 2,600 | ||||||||||||||
Net (loss) gain on fair value change of debt held under the fair value option | (1,131) | 0 | 2,104 | 0 | ||||||||||||||
Change in fair value due to credit risk on debt held under the fair value option | $ (1,332) | $ 0 | 400 | $ 0 | ||||||||||||||
Highlandtown Village Shopping Center [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Principal balance of mortgage loan | $ 8,700 | |||||||||||||||||
Mortgages [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Outstanding mortgage indebtedness | $ 171,300 | 180,300 | ||||||||||||||||
Mortgage Loan [Member] | Highlandtown Village Shopping Center [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Mortgage loan maturity period | 2028-05 | |||||||||||||||||
Fortress Mezzanine Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 12% | 12% | ||||||||||||||||
Fair value of loans | $ 15,900 | $ 15,900 | 17,900 | |||||||||||||||
Debt Instrument, common stock conversion price | $ / shares | $ 2 | $ 2 | ||||||||||||||||
Interest expense | $ 400 | $ 900 | ||||||||||||||||
Principal balance of mortgage loan | $ 15,000 | $ 15,000 | ||||||||||||||||
Long term debt maturity date | Dec. 01, 2027 | Dec. 01, 2027 | ||||||||||||||||
Net (loss) gain on fair value change of debt held under the fair value option | $ 1,100 | $ 2,100 | ||||||||||||||||
Change in fair value due to credit risk on debt held under the fair value option | 1,300 | 400 | ||||||||||||||||
Capitalized interest | $ 200 | $ 500 | ||||||||||||||||
LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 5.22% | |||||||||||||||||
SOFR [Member] | Highlandtown Village Shopping Center [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 2.50% | |||||||||||||||||
Current Interest Rate [Member] | Fortress Mezzanine Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 5% | 5% | ||||||||||||||||
Capitalized Interest Rate [Member] | Fortress Mezzanine Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 7% | 7% | ||||||||||||||||
Debt Instrument, interest rate increase each year | 1% | |||||||||||||||||
Interest Rate Cap [Member] | Other Assets, Net [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of derivative assets | $ 200 | $ 200 | 200 | |||||||||||||||
Interest Rate Swap [Member] | Other Assets, Net [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of derivative assets | 1,500 | 1,500 | 3,200 | |||||||||||||||
Interest Rate Swap [Member] | Highlandtown Village Shopping Center [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, effective interest rate | 6.085% | |||||||||||||||||
Interest Rate Swap [Member] | Mortgage Loan [Member] | Highlandtown Village Shopping Center [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, effective interest rate | 6.085% | |||||||||||||||||
Basis Term Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of subsidiaries as borrowers entered in loan agreement | Subsidiary | 6 | |||||||||||||||||
Mortgage loans | $ 66,900 | $ 66,900 | ||||||||||||||||
Maturity date | Jan. 01, 2024 | |||||||||||||||||
Maturity date description | The Basis Term Loan initial maturity was January 1, 2023, subject to two one-year extension options, subject to certain conditions. | |||||||||||||||||
Debt instrument variable rate | [1] | 8.62% | 8.62% | |||||||||||||||
Long-term debt outstanding | $ 66,900 | $ 66,900 | ||||||||||||||||
Balance outstanding | 66,900 | 66,900 | ||||||||||||||||
Debt instrument net of discount | $ 38 | $ 38 | $ 79 | |||||||||||||||
Debt instrument, effective interest rate | 8.62% | 8.62% | ||||||||||||||||
Basis Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of secured debt | $ 17,400 | |||||||||||||||||
Basis Term Loan [Member] | SOFR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 3.97% | 3.97% | ||||||||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Mortgage loans | $ 66,900 | |||||||||||||||||
Debt instrument, effective interest rate | 8.62% | 8.62% | 6.125% | |||||||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 3.50% | 3.50% | ||||||||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | SOFR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 3.97% | |||||||||||||||||
Debt instrument variable rate | 4.65% | 3.50% | ||||||||||||||||
Basis Term Loan [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Mortgage loans | $ 66,900 | |||||||||||||||||
Debt instrument variable rate | 6.125% | 6.125% | 6.125% | |||||||||||||||
Basis Term Loan [Member] | Maximum [Member] | Interest Rate Cap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 6.125% | |||||||||||||||||
Lamont Street Preferred Interest [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Description on extended redemption date | September 30, 2024 and September 30, 2025 | |||||||||||||||||
Payment fee percentage, first extension option | 0.25% | |||||||||||||||||
Payment fee percentage, second extension option | 0.50% | |||||||||||||||||
Preferred Investor payments, description | Additionally, at the Lamont Street Redemption Date, Lamont Street was 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”). | |||||||||||||||||
Percentage of redemption fee of capital contribution returned | 0.50% | |||||||||||||||||
Repayments of secured debt | $ 2,300 | |||||||||||||||||
Lamont Street Preferred Interest [Member] | Class A Units [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Annual return percentage on initial capital contribution | 13.50% | |||||||||||||||||
Cumulative annual return percentage, paid current | 10% | |||||||||||||||||
Cumulative annual return percentage, accrued | 3.50% | |||||||||||||||||
Lamont Street Preferred Interest [Member] | Class A Units [Member] | Highlandtown [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Preferred investor, capital contribution | $ 3,900 | |||||||||||||||||
Interest percentage in exchange of capital contribution | 1% | |||||||||||||||||
Lamont Street Preferred Interest [Member] | Class A Units [Member] | Spotswood [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Preferred investor, capital contribution | $ 3,900 | |||||||||||||||||
Interest percentage in exchange of capital contribution | 1% | |||||||||||||||||
Greenwood Village [Member] | Mortgage Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Mortgage loan maturity period | 2028-10 | |||||||||||||||||
Mortgage loan secured by the property | $ 23,500 | |||||||||||||||||
Debt instrument, effective interest rate | 5.85% | |||||||||||||||||
Greenwood Village [Member] | Prime Rate [Member] | Mortgage Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 0.35% | |||||||||||||||||
Greenwood Village [Member] | SOFR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 2.85% | |||||||||||||||||
Debt instrument, effective interest rate | 5.85% | |||||||||||||||||
Greenwood Village [Member] | SOFR [Member] | Mortgage Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 2.85% | |||||||||||||||||
Greenwood Village [Member] | Interest Rate Swap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, effective interest rate | 5.85% | |||||||||||||||||
Amount recieved on termination | $ 2,200 | |||||||||||||||||
Interest Rate | 4.082% | |||||||||||||||||
Greenwood Village [Member] | Interest Rate Swap [Member] | Mortgage Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, effective interest rate | 4.082% | |||||||||||||||||
Highlandtown Mortgage [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of secured debt | $ 1,900 | |||||||||||||||||
Vista Shops at Golden Mile Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity date | [2] | Jun. 24, 2024 | ||||||||||||||||
Debt instrument variable rate | [1],[2] | 3.83% | 3.83% | |||||||||||||||
Debt instrument net of discount | $ 0 | $ 0 | $ 12 | |||||||||||||||
Hollinswood Loan [Member] | SOFR [Member] | Mortgage Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 2.36% | |||||||||||||||||
Hollinswood Loan [Member] | Interest Rate Cap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 4.06% | |||||||||||||||||
Hollinswood Loan [Member] | Interest Rate Swap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt outstanding | $ 10,200 | |||||||||||||||||
Debt instrument additional borrowing available | 3,000 | |||||||||||||||||
Balance outstanding | $ 10,200 | |||||||||||||||||
Number of derivatives held | Derivative | 2 | |||||||||||||||||
[1] At June 30, 2023, the floating rate loans tied to the London Inter-Bank Offered Rate (“LIBOR”) were based on the one-month LIBOR rate of 5.22 %. Beginning July 1, 2023, one-month LIBOR is no longer published and all remaining debt referencing LIBOR was replaced with SOFR (as defined below). On June 28, 2023, the Company entered into an agreement to extend the maturity date of this loan to June 24, 2024. |
Note 7 - Mortgage and Other I_6
Note 7 - Mortgage and Other Indebtedness - Scheduled Principal Repayments and Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Remainder of 2023 | $ 12,072 | ||
2024 | [1] | 81,128 | |
2025 | 12,197 | ||
2026 | 2,221 | ||
2027 | 118,667 | ||
2028 | 28,111 | ||
Thereafter | 0 | ||
Total | 254,396 | ||
Unamortized debt discounts and deferred financing costs, net and fair value option adjustment | (1,815) | ||
Total Mortgage and Other Indebtedness | $ 252,581 | $ 267,616 | |
[1] Includes $ 17.4 million of debt that was repaid in conjunction with the sale of Dekalb Plaza . |
Note 7 - Mortgage and Other I_7
Note 7 - Mortgage and Other Indebtedness - Scheduled Principal Repayments and Maturities (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Dekalb Plaza [Member] | |
Debt Instrument [Line Items] | |
Repayments of secured debt | $ 17.4 |
Note 8 - Commitments and Cont_2
Note 8 - Commitments and Contingencies - (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies [Line Items] | ||
Deferred rent outstanding | $ 2,593 | $ 2,397 |
Note 9 - Fortress Preferred E_3
Note 9 - Fortress Preferred Equity Investment - (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Nov. 22, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Conversion of Stock [Line Items] | ||||||
Capitalized Preferred Return | $ (4,907) | $ 0 | ||||
Common stock, shares par value | $ 0.01 | $ 0.01 | $ 0.01 | |||
Derivative fair value adjustment | $ 194 | $ 805 | $ 15 | $ 2,570 | ||
Fortress [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Preferred Investor Investment Commitment Amount | $ 80,000 | |||||
Annual return percentage on initial capital contribution | 12% | |||||
Cumulative annual return percentage, paid current | 5% | |||||
Initial capital contribution annual return percetage deferred | 7% | |||||
Initial increase in interest rate percentage of capitalized preferred return | 4.75% | |||||
Initial increase in interest rate percentage of capitalized preferred return each year | 1% | |||||
Capitalized Preferred Return | 6,000 | |||||
Fortress [Member] | Preferred Investor [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Current Preferred Return | 1,100 | 2,100 | ||||
Fortress [Member] | Preferred Interest After 22 November 2027 [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Increase in preferred return each year | 3% | |||||
Fortress [Member] | November 22, 2027 [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Interest Percentage of Preferred Return | 19% | |||||
Fortress [Member] | No QPO [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Additional interest on the applicable preferred rate after November 22, 2027 | 4% | |||||
Fortress [Member] | Additional Paid-In Capital [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Capitalized Preferred Return | 2,500 | 4,900 | ||||
Fortress Preferred Equity Investment [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Derivative fair value adjustment | (100) | 300 | ||||
Derivative liability | $ 900 | $ 900 | $ 1,200 |
Note 9 - Fortress Preferred E_4
Note 9 - Fortress Preferred Equity Investment - Summary of preferred equity investment activities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Conversion of Stock [Line Items] | |
Beginning balance | $ 73,697 |
Ending balance | 79,784 |
Fortress Preferred Equity Investment [Member] | |
Conversion of Stock [Line Items] | |
Beginning balance | 73,697 |
Preferred equity return | 4,916 |
Preferred equity accretion | 1,171 |
Ending balance | $ 79,784 |
Note 10 - Equity - (Details Tex
Note 10 - Equity - (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Apr. 03, 2023 | Feb. 28, 2023 | Oct. 01, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jul. 03, 2023 | Jan. 03, 2023 | Nov. 23, 2022 | Nov. 22, 2022 | Sep. 15, 2021 | Jun. 04, 2021 | |
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 33,109,990 | 33,109,990 | 32,256,974 | |||||||||||
Awards outstanding | 0 | 70,000 | 0 | 70,000 | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock, shares outstanding | 500 | 500 | 500 | |||||||||||
The 2021 Lamont Warrants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase of common stock | 200,000 | |||||||||||||
Warrants to purchase of common stock, Exercise price | $ 2.50 | |||||||||||||
Contractual life of warrants | 4 years 3 months 18 days | 4 years 3 months 18 days | ||||||||||||
The 2022 Lamont Warrants [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase of common stock | 500,000 | |||||||||||||
Warrants to purchase of common stock, Exercise price | $ 0.01 | |||||||||||||
Contractual life of warrants | 5 years | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | |||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares outstanding | 500 | 500 | 500 | |||||||||||
Preferred stock, dividend rate percentage | 10% | |||||||||||||
Preferred stock, per share issuance price | $ 100 | |||||||||||||
Director [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 32,904 | 166,125 | ||||||||||||
Director [Member] | Subsequent Event [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 25,500 | |||||||||||||
Executives [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 254,839 | |||||||||||||
Percentage of bonus for cash payment | 50% | |||||||||||||
Minimum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Percentage of RSUs granted to executives | 0% | |||||||||||||
Maximum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Percentage of RSUs granted to executives | 300% | |||||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred dividends undeclared | $ 0.1 | $ 0.1 | ||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares surrendered to satisfy tax obligations | 4,126 | |||||||||||||
Compensation expense related to these share-based payments | 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | ||||||||||
Unrecognized costs from stock-based awards | 0.3 | $ 0.3 | ||||||||||||
Unrecognized compensation cost recognition period | 1 year 4 months 24 days | |||||||||||||
Granted to executives | 419,618 | 138,262 | ||||||||||||
Value of award | 0.3 | $ 0.3 | ||||||||||||
Restricted Stock Units, Forfeited | 16,344 | 10,923 | ||||||||||||
Restricted Stock Awards [Member] | Employees [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Granted to executives | 419,618 | |||||||||||||
Restricted Stock Units [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Unrecognized costs from stock-based awards | $ 2.5 | $ 2.5 | ||||||||||||
Unrecognized compensation cost recognition period | 2 years 6 months | |||||||||||||
Restricted Stock Units, Forfeited | 232,558 | |||||||||||||
Restricted Stock Units [Member] | Employees [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Granted to executives | 1,220,930 | |||||||||||||
Restricted Stock Units [Member] | Minimum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Percentage of number of units granted at vesting date that entitle recipients to shares of common stock | 0% | |||||||||||||
Restricted Stock Units [Member] | Maximum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Percentage of number of units granted at vesting date that entitle recipients to shares of common stock | 300% | |||||||||||||
2020 Equity Incentive Plan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares available for issuance | 1,500,000 | |||||||||||||
Common stock remaining shares available for future issuance | 711,987 | 711,987 | ||||||||||||
2020 Equity Incentive Plan [Member] | Minimum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares available for issuance | 3,620,000 | |||||||||||||
2020 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares available for issuance | 5,120,000 | |||||||||||||
Operating Partnership [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Operating partnership percentage | 85.60% | 85.30% | ||||||||||||
Operating Partnership [Member] | Midtown Row [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common OP units issued | 1 | |||||||||||||
Preferred Op Units [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Preferred OP unit issuance amount per unit | $ 2 | |||||||||||||
Noncontrolling interest, description | The initial Preferred OP Unit Return is 12% per annum, comprised of a 5% Current Preferred OP Unit Return and a 7% Capitalized Preferred OP Unit Return. The Capitalized Preferred OP Unit Return increases each year by 1%. After November 23, 2027, the Preferred OP Unit Return will be 19% per annum, all payable in cash, and will increase an additional 3% each year thereafter. | |||||||||||||
Fortress [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrants to purchase of common stock | 2,560,000 | |||||||||||||
Warrants to purchase of common stock, Exercise price | $ 0.01 | |||||||||||||
Contractual life of warrants | 10 years |
Note 10 - Equity - Summary of S
Note 10 - Equity - Summary of Stock-Based Award Activity (Detail) - Restricted Stock Awards [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Awards, Beginning of the period | 159,439 | 237,621 |
Restricted Stock Awards, Granted | 419,618 | 138,262 |
Restricted Stock Awards, Vested | (59,607) | (172,580) |
Restricted Stock Awards, Forfeited | (16,344) | (10,923) |
Restricted Stock Awards, Ending of the period | 503,106 | 192,380 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Beginning of the period | $ 2.24 | $ 1.26 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Granted | 0.78 | 2.20 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Vested | 2.25 | 0.75 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Forfeited | 1.83 | 2.43 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Ending of the period | $ 1.04 | $ 2.03 |
Note 10 - Equity - Summary of O
Note 10 - Equity - Summary of Option Awards (Detail) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares Underlying Options | 0 | 70,000 | ||
MedAmerica [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares Underlying Options | 10,000 | 70,000 | 70,000 | |
Number of Shares Underlying Options, Expired | (10,000) | |||
Number of Shares Underlying Options | 0 | 70,000 | 10,000 | 70,000 |
Weighted Average Exercise Price Per Share | $ 6 | $ 7.71 | $ 7.71 | |
Weighted Average Exercise Price Per Share, Options expired | (6) | |||
Weighted Average Exercise Price Per Share | $ 0 | $ 7.71 | $ 6 | $ 7.71 |
Weighted Average Remaining Contractual Life | 0 years | 3 months 3 days | 5 months 12 days | 9 months 3 days |
Note 11 - Revenues - Summary of
Note 11 - Revenues - Summary of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Rental income | $ 10,257 | $ 6,938 | $ 20,465 | $ 13,665 |
Sublease income | 9 | 51 | 21 | 51 |
Total Out of Scope of Topic 606 revenue | 10,266 | 6,989 | 20,486 | 13,716 |
Total revenues | 10,973 | 8,393 | 22,105 | 15,695 |
Accounting Standards Update 2014-09 [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 707 | 1,404 | 1,619 | 1,979 |
Leasing Commissions [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 517 | 1,055 | 1,335 | 1,357 |
Property and Asset Management Fees [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 29 | 77 | 62 | 147 |
Sales Commissions [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 146 | 226 | 184 | 372 |
Development Fees [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 0 | 0 | 9 | 0 |
Engineering Services [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | $ 15 | $ 46 | $ 29 | $ 103 |
Note 11 - Revenues - Summary _2
Note 11 - Revenues - Summary of Minimum Cash Rental Payments Due in Future Periods Under Executed Non-cancelable Operating Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessor, Operating Lease, Payments to be Received, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 12,515 |
2024 | 23,028 |
2025 | 20,426 |
2026 | 17,122 |
2027 | 14,510 |
2028 | 11,095 |
Thereafter | 32,829 |
Total | $ 131,525 |
Note 12 - Earnings Per Share -
Note 12 - Earnings Per Share - (Details Textual) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Common stock conversion basis | one-for-one basis | |||
Weighted average number of antidilutive convertible preferred stock, restricted stock, RSUs and OP units outstanding | 7 | 4.2 | 6.9 | 4.1 |
Note 12 - Earnings Per Share _2
Note 12 - Earnings Per Share - Schedule of Computation of Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net income (loss) | $ 2,986 | $ (1,660) | $ (2,898) | $ (3,190) | $ 1,326 | $ (6,088) |
Less: Preferred equity return on Fortress preferred equity | (3,569) | 0 | (6,996) | 0 | ||
Less: Preferred equity accretion to redemption value | (756) | 0 | (1,171) | 0 | ||
Less: Preferred OP units return | (118) | 0 | (230) | 0 | ||
Plus: Net loss attributable to noncontrolling interest | 132 | 270 | 1,146 | 517 | ||
Net loss attributable to common stockholders | $ (1,325) | $ (2,628) | $ (5,925) | $ (5,571) | ||
Denominator | ||||||
Basic weighted-average common shares | 35,660,560 | 32,043,824 | 35,518,179 | 32,005,410 | ||
Dilutive potential common shares | 0 | 0 | 0 | 0 | ||
Diluted weighted-average common shares | 35,660,560 | 32,043,824 | 35,518,179 | 32,005,410 | ||
Net loss per common share- basic | $ (0.04) | $ (0.08) | $ (0.17) | $ (0.17) | ||
Net loss per common share- diluted | $ (0.04) | $ (0.08) | $ (0.17) | $ (0.17) |
Note 13 - Fair Value of Finan_3
Note 13 - Fair Value of Financial Instruments - Schedule of Carrying Amounts of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | ||
Assets, Fair Value Disclosure [Abstract] | ||||
Derivative assets | $ 1,773 | $ 3,426 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | 937 | 1,208 | ||
Fair Value, Recurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Derivative assets | 1,773 | 3,426 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | 937 | [1] | 1,208 | [2] |
Fair value of loans | 15,931 | 17,895 | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Derivative assets | 1,773 | 3,426 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | 937 | [1] | 1,208 | [2] |
Fair value of loans | $ 15,931 | $ 17,895 | ||
[1] Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets |
Note 13 - Fair Value of Finan_4
Note 13 - Fair Value of Financial Instruments - Schedule of Carrying Amounts and Fair Values of Assets and Liabilities Measured at Fair Value on a Non Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Reported Value Measurement [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 14,473 | $ 12,356 |
Restricted cash | 5,551 | 4,675 |
Reported Value Measurement [Member] | Variable Rate Debt [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Mortgage and other indebtedness, net - carrying amount | 119,701 | 111,380 |
Reported Value Measurement [Member] | Fixed Rate Debt [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Mortgage and other indebtedness, net - carrying amount | 118,701 | 140,199 |
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 14,473 | 12,356 |
Restricted cash | 5,551 | 4,675 |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | Variable Rate Debt [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Mortgage and other indebtedness, net - fair value | 119,701 | 111,380 |
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member] | Fixed Rate Debt [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Mortgage and other indebtedness, net - fair value | $ 118,135 | $ 139,447 |
Note 14 - Taxes - (Details Text
Note 14 - Taxes - (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Line Items] | ||||
Income tax benefit | $ (9) | $ (887) | $ (1,692) | $ (1,514) |
Effective tax rate | 23.10% | 24.70% | 23.10% | 24.70% |
Maximum [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income tax benefit | $ 100 | $ 900 |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions - (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Oct. 06, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Receivables due from related parties | $ 100 | |||||
Related party advances | $ 1,100 | |||||
Revenue from related parties | $ 300 | $ 400 | ||||
Ground lease revenues | $ 10,973 | 8,393 | $ 22,105 | 15,695 | ||
Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of management fee | 4% | |||||
Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of management fee | 3% | |||||
Shulman Rogers LLP [Member] | Samuel M. Spiritos [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party legal fees | 200 | $ 100 | $ 300 | $ 200 | ||
Other Assets, Net [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables due from related parties | 1,200 | 1,200 | 1,200 | |||
Payables Due to Related Parties [Member] | Due to Properties Managed by Company [Member] | Borrowed by Company for Working Capital [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payables due to related parties | $ 100 | $ 100 | $ 100 |