Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Entity Information [Line Items] | ||
Entity Registrant Name | BROAD STREET REALTY, INC. | |
Entity Central Index Key | 0000764897 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2024 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
No Trading Symbol Flag | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 35,041,443 | |
Document Fiscal Year Focus | 2024 | |
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 | 11911 Freedom Drive | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Reston | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 20190 | |
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, 2024 | Dec. 31, 2023 |
Real estate properties | ||
Land | $ 54,936 | $ 54,936 |
Building and improvements | 287,453 | 281,598 |
Intangible lease assets | 33,127 | 33,374 |
Construction in progress | 248 | 5,462 |
Furniture and equipment | 1,749 | 1,711 |
Less accumulated depreciation and amortization | (59,489) | (51,890) |
Total real estate properties, net | 318,024 | 325,191 |
Cash and cash equivalents | 18,857 | 9,779 |
Restricted cash | 4,603 | 4,018 |
Straight-line rent receivable | 3,914 | 3,090 |
Tenant and accounts receivable, net of allowance of $316 and $194, respectively | 1,195 | 1,918 |
Derivative assets | 1,218 | 796 |
Other assets, net | 5,287 | 6,327 |
Total Assets | 353,098 | 351,119 |
Liabilities | ||
Mortgage and other indebtedness, net (includes $12,303 and $16,187, respectively, at fair value under the fair value option) | 242,954 | 231,049 |
Accounts payable and accrued liabilities | 11,711 | 15,457 |
Unamortized intangible lease liabilities, net | 475 | 633 |
Payables due to related parties | 35 | 63 |
Deferred revenue | 845 | 827 |
Total liabilities | 256,020 | 248,029 |
Commitments and contingencies | ||
Temporary Equity | ||
Redeemable noncontrolling Fortress preferred interest | 93,402 | 87,288 |
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, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 34,950,565 and 33,417,101 issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 350 | 334 |
Additional paid in capital | 47,200 | 55,186 |
Accumulated deficit | (40,860) | (36,387) |
Accumulated other comprehensive income | 2,547 | 547 |
Total Broad Street Realty, Inc. stockholders' equity | 9,237 | 19,680 |
Noncontrolling interest | (5,561) | (3,878) |
Total permanent equity | 3,676 | 15,802 |
Total Liabilities, Temporary Equity and Permanent Equity | $ 353,098 | $ 351,119 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Allowance for accounts receivables | $ 316 | $ 194 |
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 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 34,950,565 | 33,417,101 |
Common stock, shares outstanding | 34,950,565 | 33,417,101 |
Mezzanine Loan [Member] | ||
Fair value option | $ 12,303 | $ 16,187 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues | ||||
Rental income | $ 9,255 | $ 10,257 | $ 18,766 | $ 20,465 |
Total revenues | 10,131 | 10,973 | 20,202 | 22,105 |
Operating Expenses | ||||
Cost of services | 644 | 529 | 1,065 | 1,085 |
Property operating | 2,734 | 3,145 | 5,740 | 6,206 |
Depreciation and amortization | 3,790 | 5,290 | 7,609 | 10,858 |
Impairment of real estate assets | 331 | 167 | 441 | 167 |
Impairment of real estate assets held for sale | 0 | 1,957 | 0 | 1,957 |
Bad debt expense | 68 | 24 | 210 | 66 |
General and administrative | 3,022 | 2,820 | 6,502 | 6,350 |
Total operating expenses | 10,589 | 13,932 | 21,567 | 26,689 |
Gain on disposal of property | 0 | 11,619 | 0 | 11,619 |
Operating (loss) gain | (458) | 8,660 | (1,365) | 7,035 |
Other income (expense) | ||||
Interest and other income | 251 | 17 | 468 | 30 |
Derivative fair value adjustment | 78 | 194 | 967 | 15 |
Net gain (loss) on fair value change of debt held under the fair value option | 210 | (1,131) | 2,553 | 2,104 |
Interest expense | (4,556) | (4,735) | (8,889) | (9,516) |
Loss on extinguishment of debt | 0 | (15) | (7) | (15) |
Other expense | (26) | (13) | (32) | (19) |
Total other expense | (4,043) | (5,683) | (4,940) | (7,401) |
Net (loss) income before income taxes | (4,501) | 2,977 | (6,305) | (366) |
Income tax benefit (expense) | 0 | 9 | (134) | 1,692 |
Net (loss) income | (4,501) | 2,986 | (6,439) | 1,326 |
Less: Preferred equity return on Fortress preferred equity | (3,084) | (3,569) | (6,106) | (6,996) |
Less: Preferred equity accretion to redemption value | (973) | (756) | (2,352) | (1,171) |
Less: Preferred OP units return | (144) | (118) | (283) | (230) |
Plus: Net loss attributable to noncontrolling interest | 1,127 | 132 | 1,966 | 1,146 |
Net loss attributable to common stockholders | $ (7,575) | $ (1,325) | $ (13,214) | $ (5,925) |
Net loss attributable to common stockholders per share | ||||
Net loss attributable to common stockholders per share, Basic | $ (0.21) | $ (0.04) | $ (0.37) | $ (0.17) |
Net loss attributable to common stockholders per share, Diluted | $ (0.21) | $ (0.04) | $ (0.37) | $ (0.17) |
Weighted average shares outstanding | ||||
Weighted average shares outstanding, Basic | 35,905,412 | 35,660,560 | 35,890,369 | 35,518,179 |
Weighted average shares outstanding, Diluted | 35,905,412 | 35,660,560 | 35,890,369 | 35,518,179 |
Commissions [Member] | ||||
Revenues | ||||
Revenues | $ 824 | $ 663 | $ 1,326 | $ 1,519 |
Management Fees And Other Income [Member] | ||||
Revenues | ||||
Revenues | $ 52 | $ 53 | $ 110 | $ 121 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (4,501) | $ 2,986 | $ (6,439) | $ 1,326 |
Other comprehensive income (loss): | ||||
Change in fair value due to credit risk on debt held under the fair value option | 1,260 | (1,332) | 2,000 | 400 |
Total other comprehensive income (loss) | 1,260 | (1,332) | 2,000 | 400 |
Comprehensive (loss) income | $ (3,241) | $ 1,654 | $ (4,439) | $ 1,726 |
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] | Accumulated Other Comprehensive Income [Member] | Non-controlling Interest [Member] |
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 (loss) income | (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 (loss) income | 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 (loss) income | 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 | |||||
Beginning balance at Dec. 31, 2023 | 15,802 | $ 334 | 55,186 | (36,387) | 547 | (3,878) | |
Beginning balance (in shares) at Dec. 31, 2023 | 500 | 33,417,101 | |||||
Shares surrendered for taxes upon vesting, shares | (27,087) | ||||||
Shares surrendered for taxes upon vesting, values | (24) | (24) | |||||
Stock-based compensation | 360 | 360 | |||||
Stock-based compensation, shares | 11,945 | ||||||
Preferred equity return on preferred equity investment | (3,022) | (3,022) | |||||
Preferred equity accretion | (1,379) | (1,379) | |||||
Preferred OP Units return | (139) | 139 | |||||
Other comprehensive income (loss) | 740 | 740 | |||||
Net (loss) income | (1,938) | (1,099) | (839) | ||||
Ending balance at Mar. 31, 2024 | 10,539 | $ 334 | 50,982 | (37,486) | 1,287 | (4,578) | |
Ending balance (in shares) at Mar. 31, 2024 | 500 | 33,401,959 | |||||
Beginning balance at Dec. 31, 2023 | 15,802 | $ 334 | 55,186 | (36,387) | 547 | (3,878) | |
Beginning balance (in shares) at Dec. 31, 2023 | 500 | 33,417,101 | |||||
Other comprehensive income (loss) | 2,000 | ||||||
Net (loss) income | (6,439) | ||||||
Ending balance at Jun. 30, 2024 | 3,676 | $ 350 | 47,200 | (40,860) | 2,547 | (5,561) | |
Ending balance (in shares) at Jun. 30, 2024 | 500 | 34,950,565 | |||||
Beginning balance at Mar. 31, 2024 | 10,539 | $ 334 | 50,982 | (37,486) | 1,287 | (4,578) | |
Beginning balance (in shares) at Mar. 31, 2024 | 500 | 33,401,959 | |||||
Grants of restricted stock | 1,519,154 | ||||||
Stock-based compensation | 435 | $ 16 | 419 | ||||
Stock-based compensation, shares | 29,452 | ||||||
Preferred equity return on preferred equity investment | (3,084) | (3,084) | |||||
Preferred equity accretion | (973) | (973) | |||||
Preferred OP Units return | (144) | 144 | |||||
Other comprehensive income (loss) | 1,260 | 1,260 | |||||
Net (loss) income | (4,501) | (3,374) | (1,127) | ||||
Ending balance at Jun. 30, 2024 | $ 3,676 | $ 350 | $ 47,200 | $ (40,860) | $ 2,547 | $ (5,561) | |
Ending balance (in shares) at Jun. 30, 2024 | 500 | 34,950,565 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net (loss) income | $ (6,439) | $ 1,326 |
Adjustments to reconcile net (loss) income to net cash from operating activities | ||
Deferred income taxes | 0 | (1,692) |
Depreciation and amortization | 7,609 | 10,858 |
Amortization of deferred financing costs and debt discounts | 415 | 500 |
Amortization of above and below market lease intangibles, net | 145 | 129 |
Minimum multiple on preferred interests | 0 | (331) |
Loss on extinguishment of debt | 7 | 15 |
Gain on disposal of property | 0 | (11,619) |
Impairment of real estate assets | 441 | 167 |
Impairment of real estate assets held for sale | 0 | 1,957 |
Straight-line rent revenue | (746) | (734) |
Straight-line rent expense | 103 | (20) |
Stock-based compensation | 795 | 765 |
Change in fair value of derivatives | (967) | (15) |
Change in fair value of debt held under the fair value option | (2,553) | (2,104) |
Bad debt expense | 210 | 66 |
Write-off related party receivables | 4 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 513 | (322) |
Other assets | 818 | 918 |
Accounts payable and accrued liabilities | (688) | (2,535) |
Payables due to related parties | (28) | 10 |
Deferred revenues | 18 | 307 |
Net cash from operating activities | (343) | (2,354) |
Cash flows from investing activities | ||
Cash received on disposition of real estate, net of selling costs | 0 | 22,369 |
Capitalized pre-acquisition costs, net of refunds | 5 | 2 |
Insurance proceeds | 516 | 0 |
Capital expenditures for real estate | (3,515) | (3,081) |
Net cash from investing activities | (2,994) | 19,290 |
Cash flows from financing activities | ||
Borrowings under debt agreements | 37,082 | 8,750 |
Repayments under debt agreements | (20,644) | (21,713) |
Preferred equity return on preferred equity investment | (2,344) | (2,080) |
Proceeds related to interest rate swap | 0 | 2,171 |
Payments related to interest rate swap | 0 | (773) |
Taxes remitted upon vesting of restricted stock | (24) | (6) |
Debt origination and discount fees | (1,070) | (292) |
Net cash from financing activities | 13,000 | (13,943) |
Increase in cash, cash equivalents, and restricted cash | 9,663 | 2,993 |
Cash, cash equivalents and restricted cash at beginning of period | 13,797 | 17,031 |
Cash, cash equivalents and restricted cash at end of period | 23,460 | 20,024 |
Supplemental Cash Flow Information | ||
Interest paid | 7,692 | 9,169 |
Taxes paid, net of refunds | 29 | 13 |
Supplemental disclosure of non-cash investing and financing activities | ||
Capitalized Preferred Return | (3,757) | (4,907) |
Accrued Current Preferred Return | (394) | (355) |
Capitalized interest on Mezzanine loan | (668) | (540) |
Accrued capital expenditures for real estate | 245 | 1,073 |
Reconciliation of cash and cash equivalents and restricted cash: | ||
Cash and cash equivalents | 18,857 | 14,473 |
Restricted cash | 4,603 | 5,551 |
Cash, cash equivalents and restricted cash at end of period | $ 23,460 | $ 20,024 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 , the Company had gross real estate assets of $ 374.4 million (gross real estate properties less gross real estate intangibles liabilities) in 15 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, 2024 , the Company owned 86.3 % of the Class A common units of limited partnership interest in the Operating Partnership (“Common OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred OP units”) and, together with the Common OP units, “OP units”) and is the sole member of the sole general partner of the Operating Partnership. The Company began operating in its current structure on December 27, 2019, upon the completion of the Initial Mergers (as defined below) and operates as a single reporting segment. Liquidity, Management’s Plan and Going Concern 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 rest ructure the Company’s debt. Specifically, as of June 30, 2024 , the Company had three mortgage loans with a combined principal balance outstanding of approximately $ 24.3 million that mature within twelve months of the date that these condensed consolidated financial statements are issued. The Company is seeking to refinance these loans prior to maturity in December 2024, January 2025 and June 2025. Management is in discussions with the current lenders as well as various other lenders to extend or refinance these three mortgage loans prior to maturity. Although the Company has a history of demonstrating its ability to successfully refinance its loans as they come due, there can be no assurances that the Company will be successful in its efforts to refinance the loans on favorable terms or at all. While it is not the Company's current plan, the Company also has the option to sell properties securing the loans and use the proceeds to satisfy the outstanding loan obligations. If the Company is ultimately unable to repay or refinance these loans or sell the properties prior to maturity, the lender has the right to place the loans in default and ultimately foreclose on the properties securing the loans. Under this circumstance, the Company would not have any further financial obligations to the lenders as the current estimated market values of these properties are in excess of the outstanding loan balances. 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, 2024 . |
Note 2 - Accounting Policies an
Note 2 - Accounting Policies and Related Matters | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on April 1, 2024. 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, 2023, included in the Company’s 2023 Annual Report on Form 10-K filed with the SEC on April 1, 2024. During the six months ended June 30, 2024, 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. These reclassifications had no effect on net loss or cash flows from operations. Accounting Guidance Adoption of Accounting Standards There were no adopted pronouncements during the six months ended June 30, 2024 that impacted the Company. Issued Accounting Standards Not Yet Adopted In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires entities to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the guidance. In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which requires entities to provide disclosures of significant segment expenses and other significant segment items, as well as provide in interim periods all disclosures about a reportable segments' profit or loss and assets that are currently required annually. Additionally, entities with a single reportable segment have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures. The ASU is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of this guidance. |
Note 3 - Real Estate
Note 3 - Real Estate | 6 Months Ended |
Jun. 30, 2024 | |
Real Estate [Abstract] | |
Real Estate | Note 3 – Real Estate 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, 2024, which includes rental income for the six months ended June 30, 2024 and 2023. (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, 2024 June 30, 2024 June 30, 2024 2024 2023 Maryland 6 $ 102,264 27.3 % $ 6,425 $ 6,078 Virginia (1) 5 198,573 53.1 % 7,781 8,703 Pennsylvania (2) ― — — — 1,353 Washington D.C. 1 8,380 2.2 % 400 303 Colorado 3 65,150 17.4 % 4,160 4,028 15 $ 374,367 100.0 % $ 18,766 $ 20,465 (1) Rental income for the six months ended June 30, 2023 includes $ 1.2 million of rental income from Spotswood Valley Square Shopping Center, which was sold on June 30, 2023. Rental income related solely to Dekalb Plaza, which was sold on July 20, 2023 . |
Note 4 - Intangibles
Note 4 - Intangibles | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023. (in thousands) June 30, 2024 December 31, 2023 Assets: Above-market leases $ 4,153 $ 4,153 Above-market leases accumulated amortization ( 2,773 ) ( 2,469 ) In-place leases 28,974 29,221 In-place leases accumulated amortization ( 21,582 ) ( 20,094 ) Total real estate intangible assets, net $ 8,772 $ 10,811 Liabilities Below-market leases $ 3,146 $ 3,146 Below-market leases accumulated amortization ( 2,671 ) ( 2,513 ) Total real estate intangible liabilities, net $ 475 $ 633 For the three months ended June 30, 2024 and 2023 , the Company recognized amortization related to in-place leases of approximately $ 0.7 million and $ 2.1 million, respectively, and net amortization related to above-market leases and below-market leases for each of the three months ended June 30, 2024 and 2023 of approximately $ 0.1 millio n in its condensed consolidated statements of operations. For the six months ended June 30, 2024 and 2023 , the Company recognized amortization related to in-place leases of approximately $ 1.6 million and $ 4.4 million, respectively, and net amortization related to above-market leases and below-market leases for each of the six months ended June 30, 2024 and 2023 of approximately $ 0.1 million 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, 2024: (in thousands) Amortization of Amortization of Amortization of Total amortization, net Remainder of 2024 $ 1,124 $ 254 $ ( 125 ) $ 1,253 2025 2,069 449 ( 161 ) 2,357 2026 1,479 253 ( 91 ) 1,641 2027 962 167 ( 47 ) 1,082 2028 520 112 ( 26 ) 606 2029 390 80 ( 14 ) 456 Thereafter 848 65 ( 11 ) 902 Total $ 7,392 $ 1,380 $ ( 475 ) $ 8,297 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, 2024 | |
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, 2024 and December 31, 2023 are detailed in the table below: (in thousands) June 30, 2024 December 31, 2023 Prepaid assets and deposits $ 343 $ 1,380 Leasing commission costs and incentives, net 2,304 2,141 Right-of-use assets, net 1,360 1,494 Pre-acquisition costs 1 6 Other receivables, net 32 35 Corporate property, net 124 144 Receivables from related parties 1,123 1,127 Total assets $ 5,287 $ 6,327 Receivables due from related parties as of June 30, 2024 and December 31, 2023 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, 2024 | |
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, 2024 and December 31, 2023 are detailed in the table below: (in thousands) June 30, 2024 December 31, 2023 Trade payable $ 1,083 $ 2,372 Security deposit 2,328 2,340 Real estate tax payable 652 1,222 Interest payable 1,327 1,213 Derivative liability 123 668 Lease payable 1,490 1,521 Income tax payable 5 340 Other (1) 4,703 5,781 Accounts payable and accrued liabilities $ 11,711 $ 15,457 (1) Primarily includes accrued expenses relating to payroll related items, cost of services, property operating expenses, professional fees, amounts due to tenants for lease inducements and construction in progress. |
Note 7 - Mortgage and Other Ind
Note 7 - Mortgage and Other Indebtedness | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023: (dollars in thousands) Maturity Date Rate Type Interest Rate (1) June 30, 2024 December 31, 2023 Basis Term Loan (net of discount of $ 0 and $ 21 , respectively) July 1, 2024 Floating (2) N/A $ — $ 8,491 (3) Hollinswood Shopping Center Loan December 1, 2024 SOFR + 2.36% (4) 4.06 % 12,271 12,437 Avondale Shops Loan June 1, 2025 Fixed 4.00 % 2,807 2,868 Vista Shops at Golden Mile Loan (net of discount of $ 93 and $ 9 , respectively) (5) February 8, 2029 Fixed 6.90 % 16,058 11,252 Brookhill Azalea Shopping Center Loan January 31, 2025 SOFR + 2.75% 8.09 % 9,197 9,198 Crestview Shopping Center Loan (net of discount of $ 43 and $ 53 , respectively) September 29, 2026 Fixed 7.83 % 11,957 11,947 Lamar Station Plaza West Loan (net of discount of $ 63 and $ 73 , respectively) December 10, 2027 Fixed 5.67 % 18,753 18,927 Highlandtown Village Shopping Center Loan (net of discount of $ 34 and $ 38 , respectively) May 10, 2028 SOFR + 2.5% (6) 6.085 % 8,716 8,712 Midtown Colonial and Midtown Lamonticello Shopping Center Loan (net of discount of $ 205 and $ 0 , respectively) (7) May 1, 2027 Fixed 7.92 % 18,955 — Midtown Row Loan (net of discount of $ 17 and $ 19 , respectively) December 1, 2027 Fixed 6.48 % 75,983 75,981 Midtown Row/Fortress Mezzanine Loan (8) December 1, 2027 Fixed 13.00 % (9) 12,303 16,187 Cromwell Field Shopping Center Loan (net of discount of $ 52 and $ 60 , respectively) December 22, 2027 Fixed 6.71 % 12,377 10,597 Coral Hills Shopping Center Loan (net of discount of $ 179 and $ 189 , respectively) October 31, 2033 Fixed 6.95 % 12,489 12,560 West Broad Shopping Center Loan (net of discount of $ 83 and $ 88 , respectively) December 21, 2033 Fixed 7.00 % 11,630 11,712 The Shops at Greenwood Village (net of discount of $ 72 and $ 80 , respectively) October 10, 2028 SOFR + 2.85 % (10) 5.85 % 21,933 22,218 $ 245,429 $ 233,087 Unamortized deferred financing costs, net ( 2,475 ) ( 2,038 ) Total Mortgage and Other Indebtedness $ 242,954 $ 231,049 (1) Interest rates are as of June 30, 2024 . (2) The interest rate for the Basis Term Loan was the greater of (i) the Secured Overnight Financing Rate (“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 less than $ 0.1 million of exit fees at December 31, 2023. On April 30, 2024, the Company paid off the outstanding principal balance on the Basis Term Loan with a portion of the proceeds of a new loan secured by the properties that were collateral for the Basis Term Loan. (4) The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06 %. (5) On February 8, 2024, the Company refinanced the Vista Shops at Golden Mile Loan to extend the maturity date to February 8, 2029 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.90 %. (6) The Company has entered into an interest rate swap which fixes the interest rate of this loan at 6.085 % . (7) This loan was originated on April 30, 2024. (8) The outstanding balance reflects the fair value of the debt. (9) A portion of the interest on this loan is paid in cash (the “Current Interest”) and a portion of the interest is capitalized and added to the principal amount of the loan each month (the “Capitalized Interest” and, together with the Current Interest, the “Mezzanine Loan Interest”). The initial Mezzanine Loan Interest rate was 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 %. (10) On May 1, 2023, the Company terminated this loan’s prior 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 was originally 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. On November 22, 2022, the Company exercised one of the one-year extension options and the maturity date was extended to January 1, 2024. On December 6, 2023, the Company exercised the remaining extension option and the maturity date was extended to July 1, 2024. The Basis Loan Agreement was amended and restated on June 29, 2022 to replace LIBOR with SOFR. The Basis Term Loan bore 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 %. On April 30, 2024, the Company received a loan secured by Midtown Colonial and Midtown Lamonticello and paid off the Basis Term Loan in full with a portion of the proceeds from the new mortgage loan. Mortgage Indebtedness In addition to the indebtedness described above, as of June 30, 2024 and December 31, 2023 , the Company had approximately $ 233.1 million and $ 208.4 million, respectively, of outstanding mortgage indebtedness secured by individual properties. On May 1, 2023, the Company terminated the prior interest rate swap for the loan secured by The Shops at Greenwood Village and entered into a new interest rate swap agreement to fix the interest rate at 5.85 %. On June 28, 2023, the loan agreement for the Company’s mortgage loan secured by the Vista Shops at Golden Mile was amended to change the interest rate to 7.73 % per annum and extend the maturity date to June 24, 2024 . On February 8, 2024, the Company refinanced the mortgage loan. The new loan has a principal balance of $ 16.2 million, bears interest at SOFR plus a spread of 2.75 % per annum and matures on February 8, 2029 . The Company entered into an interest rate swap which fixes the interest rate of the loan at 6.90 %. On April 30, 2024, the Company received a $ 19.2 million loan secured by Midtown Colonial and Midtown Lamonticello, which bears interest at a rate of 7.92 % per annum and matures on May 1, 2027 . The Company used a portion of the proceeds from the new mortgage loan to pay off the Basis Term Loan. Fortress Mezzanine Loan In connection with the acquisition of Midtown Row, the Company 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 . 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, 2024 and December 31, 2023 was $ 12.3 million and $ 16.2 million, respectively. For the three months ended June 30, 2024 and 2023 , the Company recognized a net gain of $ 0.2 million and a net loss of $ 1.1 million, respectively, on fair value change of debt held under the fair value option in the condensed consolidated statements of operations and a net gain of $ 1.3 million and a net loss of $ 1.3 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 loss. For the three months ended June 30, 2024 and 2023, the Company recogniz ed $ 0.5 million and $ 0.4 million, respectively of interest expense in the condensed consolidated statements of operations, which includes $ 0.3 million and $ 0.2 million, respectively, of Capitalized Interest recorded in the condensed consolidated balance sheets. For the six months ended June 30, 2024 and 2023 , the Company recognized a net gain of $ 2.6 million and $ 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 net gain of $ 2.0 million and $ 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 loss. For the six months ended June 30, 2024 and 2023 , the Company recognized $ 1.0 million and $ 0.9 million, respectively, of interest expense in the condensed consolidated statements of operations, which includes $ 0.7 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, 2024: (dollars in thousands) Amount Due Remainder of 2024 $ 13,359 2025 14,107 2026 14,861 2027 142,240 2028 28,879 2029 15,425 Thereafter 22,007 250,878 Unamortized debt discounts and deferred financing costs, net and fair value option adjustment ( 7,924 ) Total $ 242,954 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 bore 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 December 31, 2023, the effective interest rate of the Basis Term Loan was 8.62 %. 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 May 1, 2023, the Company terminated the prior interest rate swap agreement for the loan secured by The Shops at Greenwood Village and entered into a new interest rate swap agreement to fix the interest rate for the loan at 5.85 %. The Company also received $ 2.2 million upon the termination of the prior 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, 2024 and 2023 , the Company recognized gains of less than $ 0.1 million and approximately $ 0.3 million, respectively, as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations. For the six months ended June 30, 2024 and 2023 , the Company recognized gains (losses) of approximately $ 0.4 million and $( 0.3 ) 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, 2024 and December 31, 2023 was an interest rate swap asset of approximately $ 1.2 million and $ 0.8 million, respectively. The interest rate swap asset is 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, 2024 , 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, 2024 | |
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, 2024 | |
Disclosure Text Block [Abstract] | |
Fortress Preferred Equity Investment | Note 9 – Fortress Preferred Equity Investment The Company consolidates Broad Street Eagles JV LLC (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. On November 22, 2022, the Company, the Operating Partnership and 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”). In connection with the Preferred Equity Investment, the Operating Partnership and the Fortress Member, the only holder of a preferred membership interest in the Eagles Sub-OP, entered into the Amended and Restated Limited Liability Company Agreement of the Eagles Sub-OP (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. Pursuant to the Eagles Sub-OP Operating Agreement, the Operating Partnership had the obligation to contribute to the Eagles Sub-OP its direct or indirect subsidiaries owning eight additional properties. As of June 30, 2024, the Operating Partnership had contributed to the Eagles Sub-OP its subsidiaries that own Highlandtown, Crestview, Coral Hills, West Broad, Midtown Colonial and Midtown Lamonticello and, with the approval of the Fortress Member, sold Spotswood and Dekalb Plaza (collectively, the “Excluded Properties”). Pur suant to 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 Fortress Preferred Interest each month (the “Capitalized Preferred Return” and, together with the Current Preferred Return, the “Preferred Return”). The initial Preferred Return was 12 % per annum, comprised of a 5 % Current Preferred Return and a 7 % Capitalized Preferred Return, provided that, until certain of the Excluded Properties were contributed to the Eagles Sub-OP, the Capitalized Preferred Return was increased by 4.75 %. The Capitalized Preferred Return increases each year by 1 %. As of June 30, 2024 , the Capitalized Preferred Return was approximately $ 15.1 million and is reflected within Redeemable noncontrolling Fortress preferred interest on the condensed consolidated balance sheets. For the three months ended June 30, 2024 and 2023 , the Company recognized $ 1.2 million and $ 1.1 million, respectively, of Current Preferred Return and $ 1.9 million and $ 2.5 million, respectively, of Capitalized Preferred Return, as a reduction to additional paid-in capital in the condensed consolidated statem ents of equity. For the six months ended June 30, 2024 and 2023 , the Company recognized $ 2.3 million and $ 2.1 million, respectively, of Current Preferred Return and $ 3.8 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. As disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, the Fortress Member has approval rights over certain Major Actions (as defined in the Eagles Sub-OP Operating Agreement). In addition, the Company is required to maintain separate bank accounts for tenant improvement costs and leasing costs as well as the net proceeds from the Spotswood and Dekalb dispositions. Prior written consent of the Fortress Member is required for the disbursement and use of cash held in such accounts, which had a combined balance of $ 11.9 million as of June 30, 2024 and is reflected in cash and cash equivalents. On May 21, 2024, the Company agreed with the Fortress Member that, after revision of the total yield calculation as of March 31, 2024, the Company did not meet the minimum total yield requirement under the Eagles Sub-OP Operating Agreement, which would have been a Trigger Event (as defined in the Eagles Sub-Op Agreement). Effective May 21, 2024, the Fortress Member and the Operating Partnership entered into a temporary waiver agreement to waive the total yield failure and the existence of the Trigger Event until such time as the Fortress Member elects to revoke such waiver. Upon the occurrence of a Trigger Event, the Fortress Member has the right to cause the Eagles Sub-OP to redeem the Fortress Preferred Interest by payment to the Fortress Member of the full Redemption Amount (as defined in the Eagles Sub-OP Operating Agreement) upon not less than 90 days prior written notice to the Eagles Sub-OP. Additionally, upon the occurrence of a Trigger Event, the Fortress Member would have the right (among other rights) to (i) remove the Operating Partnership as the managing member of the Eagles Sub-OP and to serve as the managing member until the Fortress Member is paid the Redemption Amount, (ii) cause the Eagles Sub-OP to sell one or more properties until the entire Fortress Preferred Interest has been redeemed for the Redemption Amount, (iii) cause the Eagles Sub-OP to use certain reserve accounts to pay the Fortress Member the full Redemption Amount, and (iv) terminate all property management and other service agreements with affiliates of the Company. Further, the mezzanine loan agreement for the Fortress Mezzanine Loan provides for cross-default in the event of a Trigger Event. 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 Fortress Preferred Interest 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 Fortress Preferred Interest 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 months ended June 30, 2024 and 2023, the Company reco gnized a gain of $ 0.1 million and a loss of $( 0.1 ) million, resp ectively, in derivative fair value adjustment in the condensed consolidated statements of operations. For the six months ended June 30, 2024 and 2023 , the Company recognized a gain of $ 0.5 million and $ 0.3 million, respectively, in derivative fair value adjustment in the condensed consolidated statements of operations. The derivative liability was $ 0.1 million and $ 0.7 million at June 30, 2024 and December 31, 2023, 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, 2024 and 2023. (thousands) Preferred Equity Investment Balance at December 31, 2023 $ 87,288 Preferred equity return 6,106 Preferred equity payment ( 2,344 ) Preferred equity accretion 2,352 Balance at June 30, 2024 $ 93,402 (thousands) Preferred Equity Investment Balance at December 31, 2022 $ 73,697 Preferred equity return 6,996 Preferred equity payment ( 2,080 ) Preferred equity accretion 1,171 Balance at June 30, 2023 $ 79,784 |
Note 10 - Equity
Note 10 - Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Equity | Note 10 – Equity Common Stock On Jan uary 2, 2024, April 5, 2024 and July 1, 2024, the Company issued 11,945 , 29,452 and 38,393 shares of common stock, respectively, to one of its directors in lieu of such director’s cash retainers. The foregoing shares were issued under the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”). On July 1, 2024, the Company issued 52,484 shares of common stock in connection with the redemption of OP units. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, in one or more series, with a $ 0.01 par value per share, of which 20,000 shares have been designated as Series A preferred stock, $ 0.01 par value per share (the “Series A preferred stock”). As of June 30, 2024 and December 31, 2023 , 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, 2024 , less than $ 0.1 million of Series A preferred dividends were undeclared. Noncontrolling Interest As of June 30, 2024 and December 31, 2023 , the Company owned an 86.3 % and 85.7 % interest, respectively, in the Operating Partnership. 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. 1,400,000 shares, from 5,120,000 shares to 6,520,000 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, 2024 , there were 244,325 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, 2024 and 2023. Restricted Stock Awards Weighted-Average Grant Date Outstanding as of December 31, 2023 775,369 $ 0.99 Granted 1,519,154 0.40 Vested ( 190,665 ) 1.20 Outstanding as of June 30, 2024 2,103,858 $ 0.54 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 Of the restricted shares that vested during the six months ended June 30, 2024 , 27,087 shares were surrendered by certain employees to satisfy their tax obligations. Compensation expense related to these share-based payments for each of the three months ended June 30, 2024 and 2023 was approximately $ 0.2 million and $ 0.1 million, respectively, and approximately $ 0.3 million and $ 0.1 million for the six months ended June 30, 2024 and 2023, respectively, 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, 2024 was approximately $ 0.7 million and will be recognized over a weighted-average period of 1.1 years. On April 18, 2024, the Company granted 894,154 restricted shares of common stock to certain employees, which will vest ratably on January 2, 2025, January 2, 2026, and January 4, 2027, subject to continued service through such dates. The total value of these awards is calculated to be approximately $ 0.4 million. On June 21, 2024, the Company granted 625,000 restricted shares of common stock to its directors, which will vest on May 29, 2025. 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, 2024 was approximately $ 1.5 million and will be recognized over 1.5 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 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 ) ( 600.00 ) — — — Balance at June 30, 2023 — $ — $ — — $ — 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. The intrinsic value was not material. All options expired as of June 30, 2023. |
Note 11 - Revenues
Note 11 - Revenues | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023 by type of service: Topic 606 Three Months Ended June 30, Six Months Ended June 30, (in thousands) Revenue Recognition 2024 2023 2024 2023 Topic 606 Revenues Leasing commissions Point in time $ 727 $ 517 $ 1,187 $ 1,335 Property and asset management fees Over time 33 29 69 62 Sales commissions Point in time 97 146 139 184 Development fees Over time — — 1 9 Engineering services Over time 19 15 40 29 Topic 606 Revenue 876 707 1,436 1,619 Out of Scope of Topic 606 revenue Rental income $ 9,255 $ 10,257 $ 18,766 $ 20,465 Sublease income — 9 — 21 Total Out of Scope of Topic 606 revenue 9,255 10,266 18,766 20,486 Total Revenue $ 10,131 $ 10,973 $ 20,202 $ 22,105 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, 2024 are reflected in the table below. (in thousands) Remainder of 2024 $ 15,374 2025 26,767 2026 18,873 2027 16,877 2028 14,094 2029 11,062 Thereafter 35,602 Total $ 138,649 |
Note 12 - Earnings per Share
Note 12 - Earnings per Share | 6 Months Ended |
Jun. 30, 2024 | |
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 months ended June 30, 2024 and 2023 was appro ximately 7.9 million a nd 7.0 million, respectively. The weighted average number of anti-dilutive convertible preferred stock, restricted stock, RSUs and OP units outstanding for the six months ended June 30, 2024 and 2023 was appro ximately 7.5 million a nd 6.9 million, respectively. The following table sets forth the computation of earnings per common share for the three and six months ended June 30, 2024 and 2023: (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, Numerator: 2024 2023 2024 2023 Net (loss) income $ ( 4,501 ) $ 2,986 $ ( 6,439 ) $ 1,326 Less: Preferred equity return on Fortress preferred equity ( 3,084 ) ( 3,569 ) ( 6,106 ) ( 6,996 ) Less: Preferred equity accretion to redemption value ( 973 ) ( 756 ) ( 2,352 ) ( 1,171 ) Less: Preferred OP units return ( 144 ) ( 118 ) ( 283 ) ( 230 ) Plus: Net loss attributable to noncontrolling interest 1,127 132 1,966 1,146 Net loss attributable to common stockholders $ ( 7,575 ) $ ( 1,325 ) $ ( 13,214 ) $ ( 5,925 ) Denominator Basic weighted-average common shares 35,905 35,661 35,890 35,518 Dilutive potential common shares — — — — Diluted weighted-average common shares 35,905 35,661 35,890 35,518 Net loss per common share- basic and diluted $ ( 0.21 ) $ ( 0.04 ) $ ( 0.37 ) $ ( 0.17 ) |
Note 13 - Fair Value of Financi
Note 13 - Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
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 or derived from a model 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, 2024 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 1,218 $ — $ 1,218 $ — Liabilities: Derivative instruments (1) $ 123 $ — $ 123 $ — Fortress Mezzanine Loan 12,303 — 12,303 — (1) Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets . Fair Value Measurements (in thousands) December 31, 2023 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 796 $ — $ 796 $ — Liabilities: Derivative instruments (1) $ 668 $ — $ 668 $ — Fortress Mezzanine Loan 16,187 — 16,187 — (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, 2024 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 18,857 $ 18,857 $ — $ — Restricted cash 4,603 4,603 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 52,117 $ — $ 52,117 $ — Mortgage and other indebtedness, net - fixed rate 181,009 — 180,732 — At December 31, 2023 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 9,779 $ 9,779 $ — $ — Restricted cash 4,018 4,018 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 61,056 $ — $ 61,056 $ — Mortgage and other indebtedness, net - fixed rate 155,844 — 159,065 — The carrying amounts of cash and cash equivalents, restricted cash, receivables and payables are reasonable estimates of their fair value as of June 30, 2024 and December 31, 2023 due to the short-term nature of these instruments (Level 1). At June 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023 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, 2024 and December 31, 2023 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, 2024 | |
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 reflects an income tax benefit of less than $ 0.1 million at an estimated annual effective tax rate of 23.1 %. There was no income tax benefit (expense) for the three months ended June 30, 2024. The provision for income taxes for the six months ended June 30, 2024 and 2023 reflects an income tax (expense) benefit of $( 0.1 ) million and $ 1.7 million, respectively, at an estimated annual effective tax rate of ( 0.42 )% and 23.1 %, 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 and the fact the Company had a full valuation as of June 30, 2024 and December 31, 2023. As of June 30, 2024, the Company maintained a full valuation allowance on its deferred tax assets as the timing of the utilization of its net operating losses is uncertain. For the three and six months ended June 30, 2024 , the Company recorded a valuation allowance of $ 1.9 million and $ 3.6 million, respectively, against the deferred tax asset. |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – Related Party Transactions Receivables and Payables As of each of June 30, 2024 and December 31, 2023 , the Company had $ 1.1 million in receivables due from related parties, included in Other assets, net on the condensed consolidated balance sheets. The $ 1.1 million at June 30, 2024 and December 31, 2023 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 June 30, 2024 and December 31, 2023 , the Company had less than $ 0.1 million and approximately $ 0.1 million, respectively, 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. 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 and 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 Brookhill mortgage loan. Mr. Jacoby is also a guarantor under the mortgage loan agreements for Coral Hills Shopping Center, Cromwell Field Shopping Center, Highlandtown Village Shopping Center, Midtown Colonial and Midtown Lamonticello, and West Broad Shopping Center. Legal Fees Samuel Spiritos, a director of the Company, is the managing partner of Shulman Rogers LLP, which represents the Company in certain real estate matters. During the three months ended June 30, 2024 and 2023 , the Company paid approximately $ 0.1 million and $ 0.2 million, respectively, in legal fees to Shulman Rogers LLP. During the six months ended June 30, 2024 and 2023 , the Company paid approximately $ 0.1 million and $ 0.3 million, respectively, in legal fees to Shulman Rogers LLP. |
Accounting Policies and Related
Accounting Policies and Related Matters (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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. These reclassifications had no effect on net loss or cash flows from operations. |
Recent Accounting Pronouncements | Accounting Guidance Adoption of Accounting Standards There were no adopted pronouncements during the six months ended June 30, 2024 that impacted the Company. Issued Accounting Standards Not Yet Adopted In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires entities to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the guidance. In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which requires entities to provide disclosures of significant segment expenses and other significant segment items, as well as provide in interim periods all disclosures about a reportable segments' profit or loss and assets that are currently required annually. Additionally, entities with a single reportable segment have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures. The ASU is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of this guidance. |
Note 3 - Real Estate (Tables)
Note 3 - Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Real Estate [Abstract] | |
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, 2024, which includes rental income for the six months ended June 30, 2024 and 2023. (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, 2024 June 30, 2024 June 30, 2024 2024 2023 Maryland 6 $ 102,264 27.3 % $ 6,425 $ 6,078 Virginia (1) 5 198,573 53.1 % 7,781 8,703 Pennsylvania (2) ― — — — 1,353 Washington D.C. 1 8,380 2.2 % 400 303 Colorado 3 65,150 17.4 % 4,160 4,028 15 $ 374,367 100.0 % $ 18,766 $ 20,465 (1) Rental income for the six months ended June 30, 2023 includes $ 1.2 million of rental income from Spotswood Valley Square Shopping Center, which was sold on June 30, 2023. Rental income related solely to Dekalb Plaza, which was sold on July 20, 2023 . |
Note 4 - Intangibles (Tables)
Note 4 - Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023. (in thousands) June 30, 2024 December 31, 2023 Assets: Above-market leases $ 4,153 $ 4,153 Above-market leases accumulated amortization ( 2,773 ) ( 2,469 ) In-place leases 28,974 29,221 In-place leases accumulated amortization ( 21,582 ) ( 20,094 ) Total real estate intangible assets, net $ 8,772 $ 10,811 Liabilities Below-market leases $ 3,146 $ 3,146 Below-market leases accumulated amortization ( 2,671 ) ( 2,513 ) Total real estate intangible liabilities, net $ 475 $ 633 |
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, 2024: (in thousands) Amortization of Amortization of Amortization of Total amortization, net Remainder of 2024 $ 1,124 $ 254 $ ( 125 ) $ 1,253 2025 2,069 449 ( 161 ) 2,357 2026 1,479 253 ( 91 ) 1,641 2027 962 167 ( 47 ) 1,082 2028 520 112 ( 26 ) 606 2029 390 80 ( 14 ) 456 Thereafter 848 65 ( 11 ) 902 Total $ 7,392 $ 1,380 $ ( 475 ) $ 8,297 |
Note 5 - Other Assets (Tables)
Note 5 - Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023 are detailed in the table below: (in thousands) June 30, 2024 December 31, 2023 Prepaid assets and deposits $ 343 $ 1,380 Leasing commission costs and incentives, net 2,304 2,141 Right-of-use assets, net 1,360 1,494 Pre-acquisition costs 1 6 Other receivables, net 32 35 Corporate property, net 124 144 Receivables from related parties 1,123 1,127 Total assets $ 5,287 $ 6,327 |
Note 6 - Accounts Payable and_2
Note 6 - Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023 are detailed in the table below: (in thousands) June 30, 2024 December 31, 2023 Trade payable $ 1,083 $ 2,372 Security deposit 2,328 2,340 Real estate tax payable 652 1,222 Interest payable 1,327 1,213 Derivative liability 123 668 Lease payable 1,490 1,521 Income tax payable 5 340 Other (1) 4,703 5,781 Accounts payable and accrued liabilities $ 11,711 $ 15,457 (1) Primarily includes accrued expenses relating to payroll related items, cost of services, property operating expenses, professional fees, amounts due to tenants for lease inducements and construction in progress. |
Note 7 - Mortgage and Other I_2
Note 7 - Mortgage and Other Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balance | The table below details the Company’s debt balance at June 30, 2024 and December 31, 2023: (dollars in thousands) Maturity Date Rate Type Interest Rate (1) June 30, 2024 December 31, 2023 Basis Term Loan (net of discount of $ 0 and $ 21 , respectively) July 1, 2024 Floating (2) N/A $ — $ 8,491 (3) Hollinswood Shopping Center Loan December 1, 2024 SOFR + 2.36% (4) 4.06 % 12,271 12,437 Avondale Shops Loan June 1, 2025 Fixed 4.00 % 2,807 2,868 Vista Shops at Golden Mile Loan (net of discount of $ 93 and $ 9 , respectively) (5) February 8, 2029 Fixed 6.90 % 16,058 11,252 Brookhill Azalea Shopping Center Loan January 31, 2025 SOFR + 2.75% 8.09 % 9,197 9,198 Crestview Shopping Center Loan (net of discount of $ 43 and $ 53 , respectively) September 29, 2026 Fixed 7.83 % 11,957 11,947 Lamar Station Plaza West Loan (net of discount of $ 63 and $ 73 , respectively) December 10, 2027 Fixed 5.67 % 18,753 18,927 Highlandtown Village Shopping Center Loan (net of discount of $ 34 and $ 38 , respectively) May 10, 2028 SOFR + 2.5% (6) 6.085 % 8,716 8,712 Midtown Colonial and Midtown Lamonticello Shopping Center Loan (net of discount of $ 205 and $ 0 , respectively) (7) May 1, 2027 Fixed 7.92 % 18,955 — Midtown Row Loan (net of discount of $ 17 and $ 19 , respectively) December 1, 2027 Fixed 6.48 % 75,983 75,981 Midtown Row/Fortress Mezzanine Loan (8) December 1, 2027 Fixed 13.00 % (9) 12,303 16,187 Cromwell Field Shopping Center Loan (net of discount of $ 52 and $ 60 , respectively) December 22, 2027 Fixed 6.71 % 12,377 10,597 Coral Hills Shopping Center Loan (net of discount of $ 179 and $ 189 , respectively) October 31, 2033 Fixed 6.95 % 12,489 12,560 West Broad Shopping Center Loan (net of discount of $ 83 and $ 88 , respectively) December 21, 2033 Fixed 7.00 % 11,630 11,712 The Shops at Greenwood Village (net of discount of $ 72 and $ 80 , respectively) October 10, 2028 SOFR + 2.85 % (10) 5.85 % 21,933 22,218 $ 245,429 $ 233,087 Unamortized deferred financing costs, net ( 2,475 ) ( 2,038 ) Total Mortgage and Other Indebtedness $ 242,954 $ 231,049 (1) Interest rates are as of June 30, 2024 . (2) The interest rate for the Basis Term Loan was the greater of (i) the Secured Overnight Financing Rate (“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 less than $ 0.1 million of exit fees at December 31, 2023. On April 30, 2024, the Company paid off the outstanding principal balance on the Basis Term Loan with a portion of the proceeds of a new loan secured by the properties that were collateral for the Basis Term Loan. (4) The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06 %. (5) On February 8, 2024, the Company refinanced the Vista Shops at Golden Mile Loan to extend the maturity date to February 8, 2029 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.90 %. (6) The Company has entered into an interest rate swap which fixes the interest rate of this loan at 6.085 % . (7) This loan was originated on April 30, 2024. (8) The outstanding balance reflects the fair value of the debt. (9) A portion of the interest on this loan is paid in cash (the “Current Interest”) and a portion of the interest is capitalized and added to the principal amount of the loan each month (the “Capitalized Interest” and, together with the Current Interest, the “Mezzanine Loan Interest”). The initial Mezzanine Loan Interest rate was 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 %. (10) On May 1, 2023, the Company terminated this loan’s prior 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, 2024: (dollars in thousands) Amount Due Remainder of 2024 $ 13,359 2025 14,107 2026 14,861 2027 142,240 2028 28,879 2029 15,425 Thereafter 22,007 250,878 Unamortized debt discounts and deferred financing costs, net and fair value option adjustment ( 7,924 ) Total $ 242,954 |
Note 9 - Fortress Preferred E_2
Note 9 - Fortress Preferred Equity Investment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023. (thousands) Preferred Equity Investment Balance at December 31, 2023 $ 87,288 Preferred equity return 6,106 Preferred equity payment ( 2,344 ) Preferred equity accretion 2,352 Balance at June 30, 2024 $ 93,402 (thousands) Preferred Equity Investment Balance at December 31, 2022 $ 73,697 Preferred equity return 6,996 Preferred equity payment ( 2,080 ) 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, 2024 | |
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, 2024 and 2023. Restricted Stock Awards Weighted-Average Grant Date Outstanding as of December 31, 2023 775,369 $ 0.99 Granted 1,519,154 0.40 Vested ( 190,665 ) 1.20 Outstanding as of June 30, 2024 2,103,858 $ 0.54 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 |
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 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 ) ( 600.00 ) — — — Balance at June 30, 2023 — $ — $ — — $ — |
Note 11 - Revenues (Tables)
Note 11 - Revenues (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023 by type of service: Topic 606 Three Months Ended June 30, Six Months Ended June 30, (in thousands) Revenue Recognition 2024 2023 2024 2023 Topic 606 Revenues Leasing commissions Point in time $ 727 $ 517 $ 1,187 $ 1,335 Property and asset management fees Over time 33 29 69 62 Sales commissions Point in time 97 146 139 184 Development fees Over time — — 1 9 Engineering services Over time 19 15 40 29 Topic 606 Revenue 876 707 1,436 1,619 Out of Scope of Topic 606 revenue Rental income $ 9,255 $ 10,257 $ 18,766 $ 20,465 Sublease income — 9 — 21 Total Out of Scope of Topic 606 revenue 9,255 10,266 18,766 20,486 Total Revenue $ 10,131 $ 10,973 $ 20,202 $ 22,105 |
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, 2024 are reflected in the table below. (in thousands) Remainder of 2024 $ 15,374 2025 26,767 2026 18,873 2027 16,877 2028 14,094 2029 11,062 Thereafter 35,602 Total $ 138,649 |
Note 12 - Earnings per Share (T
Note 12 - Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023: (in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, Numerator: 2024 2023 2024 2023 Net (loss) income $ ( 4,501 ) $ 2,986 $ ( 6,439 ) $ 1,326 Less: Preferred equity return on Fortress preferred equity ( 3,084 ) ( 3,569 ) ( 6,106 ) ( 6,996 ) Less: Preferred equity accretion to redemption value ( 973 ) ( 756 ) ( 2,352 ) ( 1,171 ) Less: Preferred OP units return ( 144 ) ( 118 ) ( 283 ) ( 230 ) Plus: Net loss attributable to noncontrolling interest 1,127 132 1,966 1,146 Net loss attributable to common stockholders $ ( 7,575 ) $ ( 1,325 ) $ ( 13,214 ) $ ( 5,925 ) Denominator Basic weighted-average common shares 35,905 35,661 35,890 35,518 Dilutive potential common shares — — — — Diluted weighted-average common shares 35,905 35,661 35,890 35,518 Net loss per common share- basic and diluted $ ( 0.21 ) $ ( 0.04 ) $ ( 0.37 ) $ ( 0.17 ) |
Note 13 - Fair Value of Finan_2
Note 13 - Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 1,218 $ — $ 1,218 $ — Liabilities: Derivative instruments (1) $ 123 $ — $ 123 $ — Fortress Mezzanine Loan 12,303 — 12,303 — (1) Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets . Fair Value Measurements (in thousands) December 31, 2023 Level 1 Level 2 Level 3 Assets: Derivative instruments $ 796 $ — $ 796 $ — Liabilities: Derivative instruments (1) $ 668 $ — $ 668 $ — Fortress Mezzanine Loan 16,187 — 16,187 — (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, 2024 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 18,857 $ 18,857 $ — $ — Restricted cash 4,603 4,603 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 52,117 $ — $ 52,117 $ — Mortgage and other indebtedness, net - fixed rate 181,009 — 180,732 — At December 31, 2023 Fair Value (in thousands) Carrying Amount Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 9,779 $ 9,779 $ — $ — Restricted cash 4,018 4,018 — — Liabilities: Mortgage and other indebtedness, net - variable rate $ 61,056 $ — $ 61,056 $ — Mortgage and other indebtedness, net - fixed rate 155,844 — 159,065 — |
Note 1 - Organization and Nat_2
Note 1 - Organization and Nature of Business (Details Textual) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 USD ($) Property MortgageLoan | Dec. 31, 2023 | Dec. 31, 2019 USD ($) | |
Real Estate Properties [Line Items] | |||
Total real estate properties held for investment, net | $ 374.4 | ||
Number of real estate properties | Property | 15 | ||
Mortgages with principal balances outstanding | $ 24.3 | ||
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 | 3 | ||
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. | ||
Basis Term Loan [Member] | Maximum [Member] | |||
Real Estate Properties [Line Items] | |||
Mortgage loans | $ 66.9 | ||
Operating Partnership [Member] | |||
Real Estate Properties [Line Items] | |||
Operating partnership percentage | 86.30% | 85.70% |
Note 3 - Real Estate - Summary
Note 3 - Real Estate - Summary of Geographic Concentration of Properties (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 USD ($) Property | Jun. 30, 2023 USD ($) | ||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 15 | ||
Gross Real Estate Assets | $ 374,400 | ||
Geographic Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 15 | ||
Gross Real Estate Assets | $ 374,367 | ||
Percentage of Total Real Estate Assets | 100% | ||
Geographic Concentration Risk [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 18,766 | $ 20,465 | |
Geographic Concentration Risk [Member] | Maryland [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 6 | ||
Gross Real Estate Assets | $ 102,264 | ||
Percentage of Total Real Estate Assets | 27.30% | ||
Geographic Concentration Risk [Member] | Maryland [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 6,425 | 6,078 | |
Geographic Concentration Risk [Member] | Virginia [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | [1] | 5 | |
Gross Real Estate Assets | [1] | $ 198,573 | |
Percentage of Total Real Estate Assets | [1] | 53.10% | |
Geographic Concentration Risk [Member] | Virginia [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | [1] | $ 7,781 | 8,703 |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | [2] | 0 | |
Gross Real Estate Assets | [2] | $ 0 | |
Percentage of Total Real Estate Assets | [2] | 0% | |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | [2] | $ 0 | 1,353 |
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 1 | ||
Gross Real Estate Assets | $ 8,380 | ||
Percentage of Total Real Estate Assets | 2.20% | ||
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 400 | 303 | |
Geographic Concentration Risk [Member] | Colorado [Member] | |||
Concentration Risk [Line Items] | |||
Number of Properties | Property | 3 | ||
Gross Real Estate Assets | $ 65,150 | ||
Percentage of Total Real Estate Assets | 17.40% | ||
Geographic Concentration Risk [Member] | Colorado [Member] | Rental Income [Member] | |||
Concentration Risk [Line Items] | |||
Revenues | $ 4,160 | $ 4,028 | |
[1] Rental income for the six months ended June 30, 2023 includes $ 1.2 million of rental income from Spotswood Valley Square Shopping Center, which was sold on June 30, 2023. Rental income related solely to Dekalb Plaza, which was sold on July 20, 2023 |
Note 3 - Real Estate - Summar_2
Note 3 - Real Estate - Summary of Geographic Concentration of Properties (Parenthetical) (Details) - Geographic Concentration Risk [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Spotswood Valley Square Shopping Center [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,200 | |
Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 18,766 | $ 20,465 |
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, 2024 | Dec. 31, 2023 |
Assets: | ||
Above-market leases | $ 4,153 | $ 4,153 |
In-place leases | 28,974 | 29,221 |
Total real estate intangible assets, net | 8,772 | 10,811 |
Liabilities | ||
Below-market leases | 3,146 | 3,146 |
Below-market leases accumulated amortization | (2,671) | (2,513) |
Total real estate intangible liabilities, net | 475 | 633 |
Above-Market Leases [Member] | ||
Assets: | ||
Accumulated amortization | (2,773) | (2,469) |
Total real estate intangible assets, net | 1,380 | |
In-Place Leases [Member] | ||
Assets: | ||
Accumulated amortization | (21,582) | $ (20,094) |
Total real estate intangible assets, net | $ 7,392 |
Note 4 - Intangibles - (Details
Note 4 - Intangibles - (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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 | $ 0.1 |
In-Place Leases [Member] | ||||
Schedule Of Intangible Assets And Liabilities [Line Items] | ||||
Net amortization related to intangibles | $ 0.7 | $ 2.1 | $ 1.6 | $ 4.4 |
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, 2024 | Dec. 31, 2023 |
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Total real estate intangible assets, net | $ 8,772 | $ 10,811 |
Amortization of below-market leases, Remainder of 2024 | (125) | |
Amortization of below-market leases, 2025 | (161) | |
Amortization of below-market leases, 2026 | (91) | |
Amortization of below-market leases, 2027 | (47) | |
Amortization of below-market leases, 2028 | (26) | |
Amortization of below-market leases, 2029 | (14) | |
Amortization of below-market leases, Thereafter | (11) | |
Amortization of below-market leases, Total | (475) | |
Total amortization, net, Remainder of 2024 | 1,253 | |
Total amortization, net, 2025 | 2,357 | |
Total amortization, net, 2026 | 1,641 | |
Total amortization, net, 2027 | 1,082 | |
Total amortization, net, 2028 | 606 | |
Total amortization, net, 2029 | 456 | |
Total amortization, net,Thereafter | 902 | |
Total amortization, net | 8,297 | |
In-Place Leases [Member] | ||
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Remainder of 2024 | 1,124 | |
2025 | 2,069 | |
2026 | 1,479 | |
2027 | 962 | |
2028 | 520 | |
2029 | 390 | |
Thereafter | 848 | |
Total real estate intangible assets, net | 7,392 | |
Above-Market Leases [Member] | ||
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Remainder of 2024 | 254 | |
2025 | 449 | |
2026 | 253 | |
2027 | 167 | |
2028 | 112 | |
2029 | 80 | |
Thereafter | 65 | |
Total real estate intangible assets, net | $ 1,380 |
Note 5 - Other Assets - Schedul
Note 5 - Other Assets - Schedule of Other Assets, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Prepaid assets and deposits | $ 343 | $ 1,380 |
Leasing commission costs and incentives, net | 2,304 | 2,141 |
Right-of-use assets, net | $ 1,360 | $ 1,494 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total assets | Total assets |
Pre-acquisition costs | $ 1 | $ 6 |
Other receivables, net | 32 | 35 |
Corporate property, net | 124 | 144 |
Total assets | 5,287 | 6,327 |
Related Party [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Receivables from related parties | $ 1,123 | $ 1,127 |
Note 6 - Accounts Payable and_3
Note 6 - Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |||
Trade payable | $ 1,083 | $ 2,372 | |
Security deposit | 2,328 | 2,340 | |
Real estate tax payable | 652 | 1,222 | |
Interest payable | 1,327 | 1,213 | |
Derivative liability | 123 | 668 | |
Lease payable | $ 1,490 | $ 1,521 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | us-gaap:GeneralAndAdministrativeExpenseMember | us-gaap:GeneralAndAdministrativeExpenseMember | |
Income tax payable | $ 5 | $ 340 | |
Other | [1] | 4,703 | 5,781 |
Accounts payable and accrued liabilities | $ 11,711 | $ 15,457 | |
[1] Primarily includes accrued expenses relating to payroll related items, cost of services, property operating expenses, professional fees, amounts due to tenants for lease inducements and construction in progress. |
Note 7 - Mortgage and Other I_3
Note 7 - Mortgage and Other Indebtedness - Schedule of Debt Balance (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Feb. 08, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |||
Debt Instrument [Line Items] | |||||
Balance outstanding | $ 245,429 | $ 233,087 | |||
Unamortized deferred financing costs, net | (2,475) | (2,038) | |||
Total Mortgage and Other Indebtedness | $ 242,954 | 231,049 | |||
Basis Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Jul. 01, 2024 | ||||
Rate Type | [1] | Floating | |||
Balance outstanding | [2] | $ 0 | 8,491 | ||
Hollinswood Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 01, 2024 | ||||
Rate Type | [3] | SOFR + 2.36% | |||
Debt instrument variable rate | [4] | 4.06% | |||
Balance outstanding | $ 12,271 | 12,437 | |||
Avondale Shops Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Jun. 01, 2025 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [4] | 4% | |||
Balance outstanding | $ 2,807 | 2,868 | |||
Vista Shops at Golden Mile Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Feb. 08, 2029 | Feb. 08, 2029 | [5] | ||
Rate Type | [5] | Fixed | |||
Debt instrument variable rate | [4],[5] | 6.90% | |||
Balance outstanding | [5] | $ 16,058 | 11,252 | ||
Brookhill Azalea Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Jan. 31, 2025 | ||||
Rate Type | SOFR + 2.75% | ||||
Debt instrument variable rate | [4] | 8.09% | |||
Balance outstanding | $ 9,197 | 9,198 | |||
Crestview Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Sep. 29, 2026 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [4] | 7.83% | |||
Balance outstanding | $ 11,957 | 11,947 | |||
Lamar Station Plaza West Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 10, 2027 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [4] | 5.67% | |||
Balance outstanding | $ 18,753 | 18,927 | |||
Highlandtown Village Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | May 10, 2028 | ||||
Rate Type | [6] | SOFR + 2.5% (6) | |||
Debt instrument variable rate | [4] | 6.085% | |||
Balance outstanding | $ 8,716 | 8,712 | |||
Midtown Colonial and Midtown Lamonticello Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | [7] | May 01, 2027 | |||
Rate Type | [7] | Fixed | |||
Debt instrument variable rate | [4],[7] | 7.92% | |||
Balance outstanding | [7] | $ 18,955 | 0 | ||
Cromwell Field Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 22, 2027 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [4] | 6.71% | |||
Balance outstanding | $ 12,377 | 10,597 | |||
Midtown Row Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 01, 2027 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [4] | 6.48% | |||
Balance outstanding | $ 75,983 | 75,981 | |||
Fortress Mezzanine Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | [8] | Dec. 01, 2027 | |||
Rate Type | [8] | Fixed | |||
Debt instrument variable rate | [4],[8],[9] | 13% | |||
Balance outstanding | [8] | $ 12,303 | 16,187 | ||
Coral Hills Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Oct. 31, 2033 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [4] | 6.95% | |||
Balance outstanding | $ 12,489 | 12,560 | |||
West Broad Shopping Center Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity Date | Dec. 21, 2033 | ||||
Rate Type | Fixed | ||||
Debt instrument variable rate | [4] | 7% | |||
Balance outstanding | $ 11,630 | 11,712 | |||
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 | [4] | 5.85% | |||
Balance outstanding | $ 21,933 | $ 22,218 | |||
[1] The interest rate for the Basis Term Loan was the greater of (i) the Secured Overnight Financing Rate (“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 %. The outstanding balance includes less than $ 0.1 million of exit fees at December 31, 2023. On April 30, 2024, the Company paid off the outstanding principal balance on the Basis Term Loan with a portion of the proceeds of a new loan secured by the properties that were collateral for the Basis Term Loan. The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06 %. Interest rates are as of June 30, 2024 . On February 8, 2024, the Company refinanced the Vista Shops at Golden Mile Loan to extend the maturity date to February 8, 2029 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.90 %. The Company has entered into an interest rate swap which fixes the interest rate of this loan at 6.085 % This loan was originated on April 30, 2024. The outstanding balance reflects the fair value of the debt. A portion of the interest on this loan is paid in cash (the “Current Interest”) and a portion of the interest is capitalized and added to the principal amount of the loan each month (the “Capitalized Interest” and, together with the Current Interest, the “Mezzanine Loan Interest”). The initial Mezzanine Loan Interest rate was 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 %. On May 1, 2023, the Company terminated this loan’s prior 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 | |||||||||
Feb. 08, 2024 | Dec. 27, 2019 | Dec. 31, 2019 | Jun. 30, 2024 | Dec. 31, 2023 | May 05, 2023 | May 01, 2023 | Nov. 23, 2022 | Aug. 01, 2022 | |||
Debt Instrument [Line Items] | |||||||||||
Exit Fees Outstanding | $ 100 | ||||||||||
Mezzanine Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 12% | ||||||||||
Debt Instrument, interest rate increase each year | 1% | ||||||||||
Interest Rate Swap [Member] | Hollinswood Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 4.06% | ||||||||||
Current Interest Rate [Member] | Mezzanine Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 5% | ||||||||||
Capitalized Interest Rate [Member] | Mezzanine Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 7% | ||||||||||
Basis Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 0 | $ 21 | |||||||||
Maturity date | Jul. 01, 2024 | ||||||||||
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% | ||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 6.125% | ||||||||||
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 | $ 93 | $ 9 | |||||||||
Debt instrument variable rate | [1],[2] | 6.90% | |||||||||
Maturity date | Feb. 08, 2029 | Feb. 08, 2029 | [2] | ||||||||
Vista Shops at Golden Mile Loan [Member] | Interest Rate Swap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 6.90% | ||||||||||
Crestview Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 43 | 53 | |||||||||
Debt instrument variable rate | [1] | 7.83% | |||||||||
Maturity date | Sep. 29, 2026 | ||||||||||
Lamar Station Plaza West Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 63 | 73 | |||||||||
Debt instrument variable rate | [1] | 5.67% | |||||||||
Maturity date | Dec. 10, 2027 | ||||||||||
Highlandtown Village Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 34 | 38 | |||||||||
Debt instrument variable rate | [1] | 6.085% | |||||||||
Maturity date | May 10, 2028 | ||||||||||
Highlandtown Village Shopping Center Loan [Member] | Interest Rate Swap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 6.085% | ||||||||||
Midtown Colonial and Midtown Lamonticello Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 205 | 0 | |||||||||
Debt instrument variable rate | [1],[3] | 7.92% | |||||||||
Maturity date | [3] | May 01, 2027 | |||||||||
Cromwell Field Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 52 | 60 | |||||||||
Debt instrument variable rate | [1] | 6.71% | |||||||||
Maturity date | Dec. 22, 2027 | ||||||||||
Midtown Row Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 17 | 19 | |||||||||
Debt instrument variable rate | [1] | 6.48% | |||||||||
Maturity date | Dec. 01, 2027 | ||||||||||
Greenwood Village [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate of loan | 5.85% | ||||||||||
Greenwood Village [Member] | SOFR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate of loan | 5.85% | ||||||||||
Coral Hills Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 179 | 189 | |||||||||
Debt instrument variable rate | [1] | 6.95% | |||||||||
Maturity date | Oct. 31, 2033 | ||||||||||
West Broad Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 83 | 88 | |||||||||
Debt instrument variable rate | [1] | 7% | |||||||||
Maturity date | Dec. 21, 2033 | ||||||||||
The Shops at Greenwood Village [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 72 | $ 80 | |||||||||
Debt instrument variable rate | [1] | 5.85% | |||||||||
Maturity date | Oct. 10, 2028 | ||||||||||
[1] Interest rates are as of June 30, 2024 . On February 8, 2024, the Company refinanced the Vista Shops at Golden Mile Loan to extend the maturity date to February 8, 2029 and entered into an interest rate swap which fixes the interest rate of the new loan at 6.90 %. This loan was originated on April 30, 2024. |
Note 7 - Mortgage and Other I_5
Note 7 - Mortgage and Other Indebtedness - (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Apr. 30, 2024 USD ($) | Feb. 28, 2024 | Feb. 08, 2024 USD ($) | Jun. 28, 2023 | Dec. 27, 2019 USD ($) Derivative | Dec. 31, 2019 USD ($) Subsidiary | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 05, 2023 | May 01, 2023 USD ($) | Nov. 23, 2022 USD ($) | Aug. 01, 2022 | |
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt outstanding | $ 250,878 | $ 250,878 | |||||||||||||
Interest expense | 4,556 | $ 4,735 | 8,889 | $ 9,516 | |||||||||||
Balance outstanding | 250,878 | 250,878 | |||||||||||||
Mortgage loan | 242,954 | 242,954 | $ 231,049 | ||||||||||||
Income (expenses) related to fair value adjustments on derivatives | 100 | 300 | 400 | (300) | |||||||||||
Net gain (loss) on fair value change of debt held under the fair value option | 210 | (1,131) | 2,553 | 2,104 | |||||||||||
Change in fair value due to credit risk on debt held under the fair value option | 1,260 | (1,332) | 2,000 | 400 | |||||||||||
Vista Shops at Golden Mile [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Mortgage loans | $ 16,200 | ||||||||||||||
Mortgages [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Outstanding mortgage indebtedness | 233,100 | 208,400 | |||||||||||||
Mortgage Loan [Member] | Vista Shops at Golden Mile [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable rate | 7.73% | ||||||||||||||
Mortgage loan maturity period | 2029-02 | 2024-06 | |||||||||||||
Fortress Mezzanine Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of loans | 12,300 | 12,300 | 16,200 | ||||||||||||
Interest expense | $ 500 | 400 | $ 1,000 | 900 | |||||||||||
Long term debt maturity date | Dec. 01, 2027 | Dec. 01, 2027 | |||||||||||||
Mortgage loan | $ 15,000 | $ 15,000 | |||||||||||||
Net gain (loss) on fair value change of debt held under the fair value option | 200 | (1,100) | 2,600 | 2,100 | |||||||||||
Change in fair value due to credit risk on debt held under the fair value option | 1,300 | 1,300 | 2,000 | 400 | |||||||||||
Capitalized interest | 300 | $ 200 | 700 | $ 500 | |||||||||||
SOFR [Member] | Mortgage Loan [Member] | Vista Shops at Golden Mile [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable rate | 2.75% | ||||||||||||||
Interest Rate Swap [Member] | Derivative Assets [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Fair value of interest rate cap assets | $ 1,200 | $ 1,200 | $ 800 | ||||||||||||
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] | Vista Shops at Golden Mile [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, effective interest rate | 6.90% | ||||||||||||||
Basis Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of subsidiaries as borrowers entered in loan agreement | Subsidiary | 6 | ||||||||||||||
Maturity date description | The Basis Term Loan initial maturity was January 1, 2023, subject to two one-year extension options, subject to certain conditions. | ||||||||||||||
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 | $ 66,900 | |||||||||||||
Debt instrument, effective interest rate | 8.62% | ||||||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | London Interbank Offered Rate [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% | ||||||||||||||
Greenwood Village [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, effective interest rate | 5.85% | ||||||||||||||
Greenwood Village [Member] | SOFR [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, effective interest rate | 5.85% | ||||||||||||||
Greenwood Village [Member] | Interest Rate Swap [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, effective interest rate | 5.85% | ||||||||||||||
Amount recieved on termination | $ 2,200 | ||||||||||||||
Midtown Colonial and Midtown Lamonticello Properties [Member] | Mortgage Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Mortgage loans | $ 19,200 | ||||||||||||||
Debt instrument variable rate | 7.92% | ||||||||||||||
Mortgage loan maturity period | 2027-05 | ||||||||||||||
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 |
Note 7 - Mortgage and Other I_6
Note 7 - Mortgage and Other Indebtedness - Scheduled Principal Repayments and Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of 2024 | $ 13,359 | |
2025 | 14,107 | |
2026 | 14,861 | |
2027 | 142,240 | |
2028 | 28,879 | |
2029 | 15,425 | |
Thereafter | 22,007 | |
Total | 250,878 | |
Unamortized debt discounts and deferred financing costs, net and fair value option adjustment | (7,924) | |
Total Mortgage and Other Indebtedness | $ 242,954 | $ 231,049 |
Note 9 - Fortress Preferred E_3
Note 9 - Fortress Preferred Equity Investment - (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Nov. 22, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Conversion of Stock [Line Items] | ||||||
Capitalized Preferred Return | $ (3,757) | $ (4,907) | ||||
Combined balance of cash held in bank accounts | $ 18,857 | $ 14,473 | 18,857 | 14,473 | $ 9,779 | |
Derivative fair value adjustment | 78 | 194 | 967 | 15 | ||
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 | 15,100 | |||||
Current Preferred Return | 1,200 | 1,100 | 2,300 | 2,100 | ||
Combined balance of cash held in bank accounts | 11,900 | 11,900 | ||||
Fortress [Member] | Additional Paid-In Capital [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Capitalized Preferred Return | 1,900 | 2,500 | 3,800 | 4,900 | ||
Fortress Preferred Equity Investment [Member] | ||||||
Conversion of Stock [Line Items] | ||||||
Derivative fair value adjustment | 100 | $ (100) | 500 | $ 300 | ||
Derivative liability | $ 100 | $ 100 | $ 700 |
Note 9 - Fortress Preferred E_4
Note 9 - Fortress Preferred Equity Investment - Summary of preferred equity investment activities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Conversion of Stock [Line Items] | ||
Beginning balance | $ 87,288 | |
Ending balance | 93,402 | |
Fortress Preferred Equity Investment [Member] | ||
Conversion of Stock [Line Items] | ||
Beginning balance | 87,288 | $ 73,697 |
Preferred equity return | 6,106 | 6,996 |
Preferred equity payment | (2,344) | (2,080) |
Preferred equity accretion | 2,352 | 1,171 |
Ending balance | $ 93,402 | $ 79,784 |
Note 10 - Equity - (Details Tex
Note 10 - Equity - (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 21, 2024 | Apr. 18, 2024 | Feb. 28, 2023 | Oct. 01, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jul. 01, 2024 | Apr. 09, 2024 | Apr. 05, 2024 | Jan. 02, 2024 | Sep. 15, 2021 | |
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 34,950,565 | 34,950,565 | 33,417,101 | |||||||||||
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 | |||||||||||
Granted to executives | 1,519,154 | 419,618 | ||||||||||||
Restricted Stock Units, Forfeited | 16,344 | |||||||||||||
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 | 29,452 | 11,945 | ||||||||||||
Subsequent Event [Member] | Director [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 38,393 | |||||||||||||
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 | $ 100 | $ 100 | ||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Shares surrendered to satisfy tax obligations | 27,087 | |||||||||||||
Compensation expense related to these share-based payments | 200 | $ 100 | $ 300 | $ 100 | ||||||||||
Unrecognized costs from stock-based awards | 700 | $ 700 | ||||||||||||
Unrecognized compensation cost recognition period | 1 year 1 month 6 days | |||||||||||||
Value of award | $ 300 | $ 400 | ||||||||||||
Restricted Stock Awards [Member] | Director [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Granted to executives | 625,000 | |||||||||||||
Restricted Stock Awards [Member] | Employees [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Granted to executives | 894,154 | |||||||||||||
Restricted Stock Units [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Unrecognized costs from stock-based awards | $ 1,500 | $ 1,500 | ||||||||||||
Unrecognized compensation cost recognition period | 1 year 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 | 244,325 | 244,325 | ||||||||||||
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 | |||||||||||||
Amended and Restated 2020 Equity Incentive Plan [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares available for issuance | 1,400,000 | |||||||||||||
Amended and Restated 2020 Equity Incentive Plan [Member] | Minimum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares available for issuance | 5,120,000 | |||||||||||||
Amended and Restated 2020 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock shares available for issuance | 6,520,000 | |||||||||||||
Operating Partnership [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Operating partnership percentage | 86.30% | 85.70% | ||||||||||||
OP Unit Redemption [Member] | Subsequent Event [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common stock, shares issued | 52,484 |
Note 10 - Equity - Summary of S
Note 10 - Equity - Summary of Stock-Based Award Activity (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Awards, Beginning of the period | 775,369 | 159,439 |
Restricted Stock Awards, Granted | 1,519,154 | 419,618 |
Restricted Stock Awards, Vested | (190,665) | (59,607) |
Restricted Stock Awards, Forfeited | (16,344) | |
Restricted Stock Awards, Ending of the period | 2,103,858 | 503,106 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Beginning of the period | $ 0.99 | $ 2.24 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Granted | 0.4 | 0.78 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Vested | 1.2 | 2.25 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Forfeited | 1.83 | |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Ending of the period | $ 0.54 | $ 1.04 |
Note 10 - Equity - Summary of O
Note 10 - Equity - Summary of Option Awards (Detail) - MedAmerica [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Underlying Options | 10,000 | |
Number of Shares Underlying Options, Expired | (10,000) | |
Number of Shares Underlying Options | 0 | 10,000 |
Weighted Average Exercise Price Per Share | $ 6 | |
Weighted Average Exercise Price Per Share, Options expired | (600) | |
Weighted Average Exercise Price Per Share | $ 0 | $ 6 |
Weighted Average Remaining Contractual Life | 5 months 12 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Rental income | $ 9,255 | $ 10,257 | $ 18,766 | $ 20,465 |
Sublease income | 0 | 9 | 0 | 21 |
Total Out of Scope of Topic 606 revenue | 9,255 | 10,266 | 18,766 | 20,486 |
Total revenues | 10,131 | 10,973 | 20,202 | 22,105 |
Accounting Standards Update Topic 606 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 876 | 707 | 1,436 | 1,619 |
Leasing Commissions [Member] | Accounting Standards Update Topic 606 | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 727 | 517 | 1,187 | 1,335 |
Property and Asset Management Fees [Member] | Accounting Standards Update Topic 606 | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 33 | 29 | 69 | 62 |
Sales Commissions [Member] | Accounting Standards Update Topic 606 | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 97 | 146 | 139 | 184 |
Development Fees [Member] | Accounting Standards Update Topic 606 | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 0 | 0 | 1 | 9 |
Engineering Services [Member] | Accounting Standards Update Topic 606 | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | $ 19 | $ 15 | $ 40 | $ 29 |
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, 2024 USD ($) |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity [Abstract] | |
Remainder of 2024 | $ 15,374 |
2025 | 26,767 |
2026 | 18,873 |
2027 | 16,877 |
2028 | 14,094 |
2029 | 11,062 |
Thereafter | 35,602 |
Total | $ 138,649 |
Note 12 - Earnings Per Share -
Note 12 - Earnings Per Share - (Details Textual) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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 | 7.9 | 7 | 7.5 | 6.9 |
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, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net (loss) income | $ (4,501) | $ (1,938) | $ 2,986 | $ (1,660) | $ (6,439) | $ 1,326 |
Less: Preferred equity return on Fortress preferred equity | (3,084) | (3,569) | (6,106) | (6,996) | ||
Less: Preferred equity accretion to redemption value | (973) | (756) | (2,352) | (1,171) | ||
Less: Preferred OP units return | (144) | (118) | (283) | (230) | ||
Plus: Net loss attributable to noncontrolling interest | 1,127 | 132 | 1,966 | 1,146 | ||
Net loss attributable to common stockholders | $ (7,575) | $ (1,325) | $ (13,214) | $ (5,925) | ||
Denominator | ||||||
Basic weighted-average common shares | 35,905,412 | 35,660,560 | 35,890,369 | 35,518,179 | ||
Dilutive potential common shares | 0 | 0 | 0 | 0 | ||
Diluted weighted-average common shares | 35,905,412 | 35,660,560 | 35,890,369 | 35,518,179 | ||
Net loss per common share- basic | $ (0.21) | $ (0.04) | $ (0.37) | $ (0.17) | ||
Net loss per common share- diluted | $ (0.21) | $ (0.04) | $ (0.37) | $ (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, 2024 | Dec. 31, 2023 | ||
Assets, Fair Value Disclosure [Abstract] | ||||
Derivative assets | $ 1,218 | $ 796 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | 123 | 668 | ||
Fair Value, Recurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Derivative assets | 1,218 | 796 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | 123 | [1] | 668 | [2] |
Fair value of loans | 12,303 | 16,187 | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||||
Assets, Fair Value Disclosure [Abstract] | ||||
Derivative assets | 1,218 | 796 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||||
Derivative liabilities | 123 | [1] | 668 | [2] |
Fair value of loans | $ 12,303 | $ 16,187 | ||
[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, 2024 | Dec. 31, 2023 |
Reported Value Measurement [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 18,857 | $ 9,779 |
Restricted cash | 4,603 | 4,018 |
Reported Value Measurement [Member] | Variable Rate Debt [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Mortgage and other indebtedness, net - carrying amount | 52,117 | 61,056 |
Reported Value Measurement [Member] | Fixed Rate Debt [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Mortgage and other indebtedness, net - carrying amount | 181,009 | 155,844 |
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 18,857 | 9,779 |
Restricted cash | 4,603 | 4,018 |
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 | 52,117 | 61,056 |
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 | $ 180,732 | $ 159,065 |
Note 14 - Taxes - (Details Text
Note 14 - Taxes - (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Line Items] | ||||
Income tax benefit (expense) | $ 0 | $ 9 | $ (134) | $ 1,692 |
Effective tax rate | 23.10% | (0.42%) | 23.10% | |
Deferred tax assets recorded valuation allowance | $ 1,900 | $ 3,600 | ||
Maximum [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income tax benefit (expense) | $ (100) |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions - (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Receivables due from related parties | $ 1,195 | $ 1,195 | $ 1,918 | ||
Revenue from related parties | 10,131 | $ 10,973 | 20,202 | $ 22,105 | |
Ground lease revenues | 10,131 | 10,973 | 20,202 | 22,105 | |
Samuel M. Spiritos [Member] | Shulman Rogers L L P [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party legal fees | $ 200 | $ 300 | |||
Notes Receivable [Member] | |||||
Related Party Transaction [Line Items] | |||||
Receivables due from related parties | 1,100 | 1,100 | 1,100 | ||
Maximum [Member] | Samuel M. Spiritos [Member] | Shulman Rogers L L P [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party legal fees | 100 | 100 | |||
Other Assets, Net [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Receivables due from related parties | 1,100 | 1,100 | 1,100 | ||
Payables Due to Related Parties [Member] | Borrowed by Company for Working Capital [Member] | Due To Properties [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payables due to related parties | $ 100 | $ 100 | $ 100 |