Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Apr. 08, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | BROAD STREET REALTY, INC. | |
Entity Central Index Key | 0000764897 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Trading Symbol | N/A | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,624,679 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-09043 | |
Entity Tax Identification Number | 36-3361229 | |
Entity Address, Address Line One | 7250 Woodmont Ave | |
Entity Address, Address Line Two | Suite 350 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 828-1200 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | No | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | None | |
Security Exchange Name | NONE |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Real estate properties | ||
Land | $ 38,458 | $ 34,350 |
Building and improvements | 121,723 | 118,972 |
Intangible lease assets | 20,619 | 20,222 |
Construction in progress | 2,239 | |
Less accumulated depreciation and amortization | (7,962) | (127) |
Total real estate properties, net | 175,077 | 173,417 |
Cash and cash equivalents | 3,405 | 9,068 |
Restricted cash | 2,833 | 2,527 |
Accounts receivable, net of allowance of $340 and $92, respectively | 2,763 | 1,955 |
Other assets, net | 5,435 | 5,343 |
Total Assets | 189,513 | 192,310 |
Liabilities | ||
Mortgage and other indebtedness, net | 117,734 | 112,473 |
Accounts payable and accrued liabilities | 9,148 | 8,692 |
Unamortized intangible lease liabilities, net | 2,601 | 3,439 |
Payables due to related parties | 660 | 1,052 |
Deferred tax liabilities | 12,692 | 14,650 |
Deferred revenue | 491 | 568 |
Total liabilities | 143,326 | 140,874 |
Commitments and contingencies | ||
Equity | ||
Preferred Stock, $0.01 par value, 20,000 shares authorized, 500 shares outstanding at September 30, 2020 and December 31, 2019 | ||
Common stock, $0.01 par value. Authorized 50,000,000 shares; 22,471,479 and 21,587,336 issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 225 | 216 |
Additional paid in capital | 54,622 | 53,059 |
Accumulated deficit | (7,709) | (1,890) |
Total Broad Street Realty, Inc. stockholders' equity | 47,138 | 51,385 |
Noncontrolling interest | (951) | 51 |
Total equity | 46,187 | 51,436 |
Total Liabilities and Equity | $ 189,513 | $ 192,310 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowance for accounts receivables | $ 340 | $ 92 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares outstanding | 500 | 500 |
Common stock, shares par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 22,471,479 | 21,587,336 |
Common stock, shares outstanding | 22,471,479 | 21,587,336 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Rental income | $ 4,291 | $ 12,082 | ||
Total revenues | 5,232 | $ 1,660 | 14,541 | $ 4,856 |
Operating Expenses | ||||
Cost of services | 379 | 639 | 968 | 2,011 |
Depreciation and amortization | 2,497 | 4 | 7,478 | 13 |
Property operating | 936 | 2,794 | ||
Bad debt expense | 45 | 87 | 210 | 153 |
General and administrative | 2,201 | 1,446 | 6,356 | 3,917 |
Total operating expenses | 6,058 | 2,176 | 17,806 | 6,094 |
Operating loss | (826) | (516) | (3,265) | (1,238) |
Other income (expense) | ||||
Interest and other income | 2 | 50 | ||
Merger-related expense | (268) | (464) | ||
Derivative fair value adjustment | 3 | (701) | ||
Interest expense | (1,722) | (62) | (4,913) | (213) |
Other expense | (186) | (88) | ||
Total other income (expense) | (1,717) | (330) | (5,750) | (765) |
Income tax benefit | 641 | 2,194 | ||
Net loss | (1,902) | (846) | (6,821) | (2,003) |
Plus: Net loss attributable to noncontrolling interest | 272 | 846 | 1,002 | 2,003 |
Net loss attributable to common stockholders | $ (1,630) | $ (5,819) | ||
Net loss attributable to common stockholders per share | ||||
Basic and diluted | $ (0.07) | $ (0.27) | ||
Weighted average shares outstanding | ||||
Basic and diluted | 22,461,869 | 21,880,975 | ||
Commissions [Member] | ||||
Revenues | ||||
Revenues | $ 570 | 947 | $ 1,404 | 2,916 |
Management and Other Fees [Member] | ||||
Revenues | ||||
Revenues | $ 371 | $ 713 | $ 1,055 | $ 1,940 |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] |
Beginning balance at Dec. 31, 2018 | $ (5,044) | $ (5,044) | ||||
Net loss | (725) | (725) | ||||
Member distributions | (138) | (138) | ||||
Ending balance at Mar. 31, 2019 | (5,907) | (5,907) | ||||
Beginning balance at Dec. 31, 2018 | (5,044) | (5,044) | ||||
Net loss | (2,003) | |||||
Ending balance at Sep. 30, 2019 | (7,265) | (7,265) | ||||
Beginning balance at Mar. 31, 2019 | (5,907) | (5,907) | ||||
Net loss | (432) | (432) | ||||
Member distributions | (23) | (23) | ||||
Ending balance at Jun. 30, 2019 | (6,362) | (6,362) | ||||
Net loss | (846) | (846) | ||||
Member distributions | (57) | (57) | ||||
Ending balance at Sep. 30, 2019 | (7,265) | (7,265) | ||||
Beginning balance at Dec. 31, 2019 | 51,436 | $ 216 | $ 53,059 | $ (1,890) | 51 | |
Beginning balance (in shares) at Dec. 31, 2019 | 500 | 21,587,336 | ||||
Net loss | (2,436) | (2,075) | (361) | |||
Ending balance at Mar. 31, 2020 | 49,000 | $ 216 | 53,059 | (3,965) | (310) | |
Ending balance (in shares) at Mar. 31, 2020 | 500 | 21,587,336 | ||||
Beginning balance at Dec. 31, 2019 | 51,436 | $ 216 | 53,059 | (1,890) | 51 | |
Beginning balance (in shares) at Dec. 31, 2019 | 500 | 21,587,336 | ||||
Net loss | (6,821) | |||||
Ending balance at Sep. 30, 2020 | 46,187 | $ 225 | 54,622 | (7,709) | (951) | |
Ending balance (in shares) at Sep. 30, 2020 | 500 | 22,471,479 | ||||
Beginning balance at Mar. 31, 2020 | 49,000 | $ 216 | 53,059 | (3,965) | (310) | |
Beginning balance (in shares) at Mar. 31, 2020 | 500 | 21,587,336 | ||||
Net loss | (2,483) | (2,114) | (369) | |||
Ending balance at Jun. 30, 2020 | 46,517 | $ 216 | 53,059 | (6,079) | (679) | |
Ending balance (in shares) at Jun. 30, 2020 | 500 | 21,587,336 | ||||
Issuance of common stock | 1,572 | $ 9 | 1,563 | |||
Issuance of common stock (in shares) | 884,143 | |||||
Net loss | (1,902) | (1,630) | (272) | |||
Ending balance at Sep. 30, 2020 | $ 46,187 | $ 225 | $ 54,622 | $ (7,709) | $ (951) | |
Ending balance (in shares) at Sep. 30, 2020 | 500 | 22,471,479 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (6,821) | $ (2,003) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Income tax benefit | (2,194) | |
Depreciation and amortization | 7,850 | 13 |
Minimum return on basis preferred interest | (735) | |
Straight-line rent receivable | (859) | |
Straight-line rent liability | 14 | 2 |
Change in fair value of derivatives | 701 | |
Bad debt expense | 210 | 153 |
Write-off of pre-acquisition costs | 150 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (1,087) | (499) |
Other assets | 131 | 391 |
Receivables due from related parties | 14 | (79) |
Accounts payable and accrued liabilities | (1,035) | 606 |
Payables due to related parties | (12) | 21 |
Deferred revenues | (102) | (87) |
Net cash used in operating activities | (3,775) | (1,482) |
Cash flows from investing activities | ||
Acquisitions of real estate | (2,044) | |
Capitalized pre-acquisition costs, net of refunds | 120 | (979) |
Capital expenditures for real estate | (2,357) | |
Capital expenditures for corporate property | (32) | |
Net cash used in investing activities | (4,281) | (1,011) |
Cash flows from financing activities | ||
Borrowings under debt agreements | 5,966 | |
Repayments under debt agreements | (3,087) | (219) |
Offering costs | (1) | (82) |
Debt origination and discount fees | (95) | |
Distributions to members | (218) | |
Proceeds from related parties | 1,139 | 3,612 |
Payments to related parties | (1,223) | (390) |
Net cash provided by financing activities | 2,699 | 2,703 |
(Decrease) increase in cash, cash equivalents, and restricted cash | (5,357) | 210 |
Cash, cash equivalents and restricted cash at beginning of period | 11,595 | 138 |
Cash, cash equivalents and restricted cash at end of period | 6,238 | 348 |
Supplemental Cash Flow Information | ||
Interest paid | 4,290 | 253 |
Taxes paid, net | 322 | |
Accrued offering costs | 457 | 1,184 |
Accrued pre-acquisition costs | 108 | 405 |
Supplemental disclosure of non-cash investing and financing activities | ||
Acquisition of real estate | (4,101) | |
Common shares issued in Merger | 1,583 | |
Debt assumed in Merger | 2,518 | |
Reconciliation to consolidated balance sheets: | ||
Cash and cash equivalents | 3,405 | 348 |
Restricted cash | 2,833 | |
Cash, cash equivalents and restricted cash at end of period | $ 6,238 | $ 348 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 - Organization and Nature of Business Broad Street Realty, Inc. (the “Company”) is a fully integrated real estate company that owns, operates, develops and redevelops primarily grocery-anchored shopping centers and street retail-based properties in the Mid-Atlantic and Denver, Colorado markets. As of September 30, 2020, the Company had real estate assets of $ 183.0 The Company is structured as an “Up-C” corporation with substantially all of its operations conducted through Broad Street Operating Partnership, LP (the “Operating Partnership”) and its direct and indirect subsidiaries. As of September 30, 2020, the Company owned 88.8% of the units of limited partnership interest in its Operating Partnership (“OP units”) and is the sole member of the sole general partner of the Operating Partnership. The Company began operating in its current structure on December 27, 2019 upon the completion of the Initial Mergers (as defined below). As described further below, the financial statements presented herein for all periods prior to December 27, 2019 are those of Broad Street Realty, LLC (“BSR”). References herein to “the Company” for periods prior to December 27, 2019 refer to BSR. Prior to the Initial Mergers, BSR was a real estate management and brokerage company, which was 50% owned by Michael Z. Jacoby, the Company’s chairman and chief executive officer, and 50% owned by Thomas M. Yockey, one of the Company’s directors. BSR provided property management services for the substantial majority of the properties in the Company’s portfolio and the additional properties to be acquired by the Company upon the completion of the additional Mergers (as defined below). BSR also provided real estate brokerage services for the properties acquired or to be acquired by the Company as well as for third parties. BSR owned no real property, so all of its revenues were derived from its property management and brokerage businesses. The properties acquired by the Company in the Initial Mergers and to be acquired in the additional Mergers were or are owned by 17 separate entities (the “Broad Street Entities”). Prior to the Initial Mergers, Broad Street Ventures, LLC (“BSV”) served, directly or indirectly and either alone or with co-managers or co-managing members as the manager or managing member of each of the Broad Street Entities. Merger with MedAmerica Properties Inc. On May 28, 2019, MedAmerica Properties Inc. and certain of its subsidiaries (“MedAmerica”) entered into 19 separate agreements and plans of merger (collectively, the “Merger Agreements”) with each of BSR, BSV and each of the Broad Street Entities. The Merger Agreements relate to a series of 19 mergers (“Mergers”) whereby BSR, BSV and each Broad Street Entity has or will become subsidiaries of the Company. On December 27, 2019 (the “Merger Date”), the Company completed 11 of the Mergers (the “Initial Mergers”), including the Mergers with BSR and BSV and the Mergers with nine Broad Street Entities. Upon completion of the Initial Mergers, MedAmerica’s name was changed to “Broad Street Realty, Inc.” On December 31, 2019, the Company completed one additional Merger whereby it acquired Brookhill Azalea Shopping Center. On July 2, 2020, the Company closed one Merger whereby it acquired Lamar Station Plaza East. The Merger between BSR and a wholly owned subsidiary of MedAmerica was accounted for as a reverse acquisition and recapitalization, with BSR being treated as the accounting acquirer. As a result, these consolidated financial statements reflect the financial condition, the results of operations and cash flows of BSR prior to the Merger Date. Subsequent to the Merger Date, the information relates to the consolidated entities of Broad Street Realty, Inc. All share and per share amounts in the consolidated financial statements and related notes have been retroactively adjusted for all periods presented to give effect to the exchange ratio applied in connection with the Merger. As OP units were issued as consideration for the BSR Merger, the activities of BSR have been adjusted to reflect a noncontrolling interest in the Company for all periods presented. The Mergers with the Broad Street Entities that have closed were accounted for as asset acquisitions. As consideration for the Mergers that have closed as of the date of the issuance of these financial statements, the Company has issued an aggregate 19,660,911 As of the date of the issuance of these financial statements, there are six of 10,400,779 ese six Liquidity and Management’s Plan The Company’s properties are located in areas that are or have been subject to shelter-in-place orders and restrictions on the types of businesses that may continue to operate due to the COVID-19 pandemic. The Company’s rental revenue and operating results depend significantly on the occupancy levels at its properties and the ability of its tenants to meet their rent and other obligations to the Company, and the government-imposed measures, coupled with customers reducing their purchasing activity in light of health concerns or personal financial distress, have resulted in significant disruptions to the Company and its tenants’ businesses. The Company has observed the impact of COVID-19 manifest in the form of temporary closures or significantly limited operations among its tenants, with the exception of tenants operating in certain “essential” businesses, which has resulted, and may in the future result in, a decline in on-time rental payments and increased requests from tenants for temporary rental relief. The Company believes the ongoing effects of the COVID-19 pandemic on its operations have had, and will continue to have, a material negative impact on its financial results and liquidity, and such negative impact may continue beyond the containment of the pandemic. Additionally, the Company has been delayed in closing the remaining six Mergers, has been unable to meet and anticipates being unable to meet certain debt covenants included in the Company’s loan agreements, and has certain debt maturities occurring within the next twelve months. Specifically, as described further in Note 5 under the heading “ — Forbearance Agreements and Debt Amendments”, the Company was in default of the debt service coverage ratio included in the Lamar Station Plaza East mortgage upon assumption of the mortgage with the closing of the property merger in July 2020. The Company entered into a first modification agreement with the lender upon assumption of the mortgage in which the lender agreed to forbear enforcement of the events of default subject to certain conditions. The Company expected to remain in default of the debt service coverage ratio as of December 31, 2020 and did not expect to meet all of the conditions included in the first modification agreement; therefore, the Company entered into a second modification agreement in November 2020 in which the lender agreed to forbear enforcement of the events of default subject to certain conditions which the Company has subsequently met. The Company has developed a plan and has taken a number of proactive measures to manage the impacts of the COVID-19 pandemic on its operations and liquidity, including the following: • it has maintained ongoing communication with its tenants and assisted them in identifying local, state and federal resources that may be available to support their businesses and employees during the pandemic, including the stimulus packages that have been signed into law to date; • it has dedicated significant resources to monitor the performance of its portfolio, including rent collections and negotiating requests for rent relief. T he Company has entered into lease modifications that deferred approximately $0.4 million of contractual revenue and waived approximately $0.3 million of contractual revenue due from April 2020 through March 2021; • it has received an unsecured loan in April 2020 of approximately $0.8 million pursuant to the paycheck protection program which was forgiven in the first quarter of 2021. In March 2021, it received a second unsecured loan of approximately $0.8 million pursuant to the paycheck protection program (as described in Note 5 “ — PPP Loans • it has negotiated loan payment deferrals. The lenders for the Company’s mortgage loans secured by the Hollinswood and Vista properties agreed to defer payments of principal and interest for six months, the lender for the Company’s mortgage loan secured by the Brookhill property agreed to defer payments of principal and interest for three months, the lender for the Company’s mortgage loan secured by the Avondale property agreed to require interest-only payments for four months, and the lender under the MVB Loan Agreement (as described in Note 5 under the heading “ — Forbearance Agreements and Debt Amendments” • it has amended the MVB Loan Agreement (as defined in Note 5) to extend the maturity date of the $2.0 million MVB Revolver to • it has negotiated the forbearance of certain mortgage covenant defaults, subject to the satisfaction of certain conditions that the Company met (as described in Note 5 “ — Forbearance Agreements and Debt Amendments • it has obtained additional liquidity from the Preferred Investor (as defined in Note 5 “ — Basis Preferred Interest made additional capital contributions, which are treated as debt, available of approximately $2.9 million in the aggregate in order to assist in debt service under the Basis Term Loan (as defined in Note 5 “ — Basis Term Loan and certain other property level debt. There is approximately $1.2 million of remaining availability to the Company from these funds which is included in restricted cash; and • it has deferred certain capital expenditures and paused acquisition and investment activity other than working to close the remaining six Mergers. As of December 31, 2020, t he Company had mortgages on two properties with principal balances outstanding of approximately $12.3 million that mature during the “ — 2021 Debt Agreements and Modifications Based on the measures described above, the Company believes that it is probable that it will be able to generate sufficient liquidity to satisfy its obligations for the next twelve months. |
Note 2 - Accounting Policies an
Note 2 - Accounting Policies and Related Matters | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Accounting Policies and Related Matters | Note 2 - Accounting Policies and Related Matters The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements. In the opinion of management, the accompanying unaudited 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 consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. These interim 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, 2019, included in the Company’s 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2020. The interim consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and subsidiaries in which the Company has a controlling interest. All material 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, 2019 included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on December 22, 2020. During the nine months ended September 30, 2020, there were no material changes to these policies except as noted below. Reclassifications Certain reclassifications have been made to the consolidated balance sheet as of December 31, 2019 to conform to the 2020 presentation. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. Operating lease receivables are excluded from the scope of this guidance. The amended guidance is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. The Company is evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as changes in the market occur. In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the coronavirus pandemic (“COVID-19”). Prior to issuance of the Lease Modification Q&A, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect not to evaluate whether lease-related relief provided to mitigate the economic effects of COVID-19 is a lease modification under Accounting Standards Codification (“ASC”) 842. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e., assume relief was always contemplated by the contract or assume the relief was not contemplated by the contract), with such election applied consistently to leases with similar characteristics and similar circumstances. The Company evaluated its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. Beginning in April 2020, the Company provided lease concessions to certain tenants in response to the impact of COVID-19, in the form of rent deferrals. The Company has made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the Company’s rights as lessor, including concessions that results in total payments required by the modified lease being substantially the same or less than total payments required by the original lease. Substantially all of the Company’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments. The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its receivables as tenant payments accrue and continues to recognize rental income. The Company accounted for forgiven rents as a reduction to rental income in the period the rent was forgiven. |
Note 3 - Real Estate
Note 3 - Real Estate | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Real Estate | Note 3 – Real Estate 2020 Real Estate Acquisitions On January 10, 2020, the Company completed the acquisition of the fee-simple interest in the land that the Cromwell Field Shopping Center is located on under a leasehold interest for approximately $2.3 million, which includes less than $0.1 million of transaction costs that were capitalized since this transaction was accounted for as an asset acquisition. Upon acquisition of the land, the Company leased the land to the owner of the Cromwell Field Shopping Center pursuant to a ground lease. Once the Company completes the Merger to acquire the Cromwell Field Shopping Center leasehold interest, the ground lease will be terminated. The Company has a mortgage on the land of approximately $1.4 million. On July 2, 2020, the Company completed the Merger to acquire Lamar Station Plaza East. Total consideration for the property included the issuance of 884,143 common shares, the payment of approximately $0.2 million in cash to the prior investors and approximately $0.1 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed a $2.5 million mortgage on the property and, on July 2, 2020, entered into a loan modification agreement that increased the maximum principal amount available under the assumed loan agreement to $4.1 million. Additional discussion of this loan modification agreement is included in Note 5 under the heading “ — Forbearance Agreements and Debt Amendments” The following table provides additional information regarding total consideration for the property (dollars in thousands). Cash paid to prior owners $ 175 Value of common shares issued 1,583 Transaction costs 70 Cash acquired in acquisition (44 ) Total Cost of Acquisition $ 1,784 The following table reflects the relative fair value of assets acquire and liabilities assumed related to the property acquired in July 2020 (dollars in thousands). Land $ 1,826 Building 2,095 Building and site improvements 592 Intangible lease assets 496 Total real estate assets acquired 5,009 Other assets 40 Total assets acquired 5,049 Accounts payable and accrued expenses (523 ) Deferred tax liabilities (224 ) Assumed mortgage indebtedness (2,518 ) Total liabilities assumed (3,265 ) Assets acquired net of liabilities assumed $ 1,784 Concentrations of Credit Risks The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of September 30, 2020, which includes rental income for the nine months ended September 30, 2020 (dollars in thousands). The Company did not own any properties and therefore did not have any rental income during the nine months ended September 30, 2019. Location Number of Properties Gross Real Estate Assets at September 30, 2020 Percentage of Total Real Estate Assets at September 30, 2020 Rental income for the nine months ended September 30, 2020 Maryland ( 1) 4 $ 74,982 41.0 % $ 6,072 Virginia 4 67,735 37.0 % 3,631 Pennsylvania 1 26,749 14.6 % 1,753 Washington D.C. 1 8,393 4.6 % 514 Colorado 1 5,180 2.8 % 112 11 $ 183,039 100.0 % $ 12,082 (1) Rental income for the nine months ended September 30, 2020 includes approximately $0.1 million of ground rental revenue under the ground lease for the parcel of land acquired in January 2020 as described above under the heading “ — 2020 Real Estate Acquisitions” |
Note 4 - Other Assets
Note 4 - Other Assets | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets Unclassified [Abstract] | |
Other Assets | Note 4 - Other Assets Items included in other assets, net on the Company’s consolidated balance sheets as of September 30, 2020 and December 31, 2019 are detailed in the table below (dollars in thousands): September 30, 2020 December 31, 2019 Prepaid assets and deposits $ 2,197 $ 2,144 Right-of-use assets, net 1,393 1,284 Straight-line rent receivable 888 30 Pre-acquisition costs 508 1,130 Receivables due from related parties 215 525 Corporate property, net 114 101 Other receivables, net of allowance of $87 and $193 105 113 Lease incentives 13 - Interest rate cap asset 2 16 $ 5,435 $ 5,343 Receivables due from related parties as of September 30, 2020 and December 31, 2019, respectively, are described further in Note 12 “Related Party Transactions”. |
Note 5 - Debt
Note 5 - Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 – Debt The table below details the Company’s debt balance at September 30, 2020 and December 31, 2019 (in thousands): Maturity Date Rate Type Interest Rate (1) September 30, 2020 December 31, 2019 Basis Term Loan (net of discount of $904 and $1,118) January 1, 2023 Floating (2) 6.125% $ 63,210 $ 62,996 Basis Preferred Interest (net of discount of $184 and $224) (3) January 1, 2023 (4) Fixed 14.00% (5) 11,646 9,471 MVB Term Loan December 27, 2022 Fixed 6.75% 4,355 4,500 MVB Revolver December 27, 2021 (6) Floating (7) 6.75% 2,000 2,000 Hollinswood Loan December 1, 2024 LIBOR + 2.25% (8) 4.06% 11,102 10,200 Avondale Shops Loan June 1, 2025 Fixed 4.00% 3,231 3,275 Vista Shops at Golden Mile Loan January 25, 2021 (9) LIBOR + 2.50% 2.65% 8,950 8,950 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 2.90% 9,497 9,650 Lamar Station Plaza East Loan (net of discount of $4) July 17, 2021 LIBOR + 3.00% (10) 4.00% 2,514 - Cromwell Land Loan (net of discount of $12) January 10, 2023 Fixed 6.75% 1,417 - Paycheck Protection Program Loan April 20, 2022 (11) Fixed 1.00% 757 - Mezzanine Loans (12) - - - - 2,738 $ 118,679 $ 113,780 Unamortized deferred financing costs (945 ) (1,307 ) Total Mortgage and Other Indebtedness $ 117,734 $ 112,473 (1) For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.15%, as of September 30, 2020. (2) The interest rate for the Basis Term Loan is the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. The Company has entered into an interest rate cap that caps the LIBOR rate on this loan at 3.5%. ( 3 ) The outstanding balance includes approximately $ 2.0 — Basis Preferred Interest”. ( 4 ) ( 5 ) — Forbearance Agreements and Debt Amendments”. (6) “ —Forbearance Agreements and Debt Amendments”. ( 7 ) The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%. ( 8 ) The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06%. ( 9 ) The Company completed the refinance of this loan as described below under the heading “ —2021 Debt Agreements and Modifications” (10) ( 1 1 ) During the first quarter of 2021, the Company received forgiveness for its Paycheck Protection Program Loan as described below under the heading “ —PPP Loans”. (12) — Merger with MedAmerica Properties, Inc.” Basis Term Loan On December 27, 2019, in connection with the closing of the Initial Mergers, 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, 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, of which $63.8 million was drawn at closing and was outstanding as of September 30, 2020. Pursuant to the Basis Loan Agreement, the Basis Term Loan is secured by mortgages on the following properties that were acquired in connection with the closing of the Initial Mergers: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. The Basis Term Loan matures on January 1, 2023, subject to two one-year extension options, subject to certain conditions. The Basis Term Loan bears interest at a rate equal to the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. The Borrowers have entered into an interest rate cap that effectively caps LIBOR at 3.50% per annum. As of September 30, 2020, the interest rate of the Basis Term Loan was 6.125%. The Company used the proceeds from the Basis Term Loan to repay indebtedness securing properties acquired in the Initial Mergers and for general corporate purposes, including the payment of certain transaction costs. The Borrowers’ obligations under the Basis Loan Agreement are guaranteed by the Company and by Michael Z. Jacoby, the Company’s chairman and chief executive officer, and Thomas M. Yockey, a director of the Company. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of his guarantee of the Basis Term Loan. The Basis Loan Agreement contains certain customary representations and warranties and affirmative negative and restrictive covenants, including certain property related covenants for the properties owned by the Sub-OP, including a requirement that certain capital improvements be made. The Basis Lender has certain approval rights over amendments or renewals of material leases (as defined in the Basis Loan Agreement) and property management agreements for the properties securing the Basis Term Loan. If (i) an event of default exists, (ii) BSR or any other subsidiary of the Company serving as property manager for one of the secured parties becomes bankrupt, insolvent or a debtor in an insolvency proceeding, or there is a change of control of BSR or such other subsidiary without approval by the Basis Lender, (iii) a default occurs under the applicable management agreement, (iv) the property manager has engaged in fraud, willful misconduct, misappropriation of funds or is grossly negligent with regard to the applicable property, the Basis Lender may require a Borrower to replace BSR or such other subsidiary of the Company as the property manager and hire a third party manager approved by the Basis Lender to manage the applicable property. The Borrowers are generally prohibited from selling the properties securing the Basis Term Loan and the Company is prohibited from transferring any interest in any of the Borrowers, in each case without consent from the Basis Lender. The Company is prohibited from engaging in transactions that would result in a Change in Control (as defined in the Basis Loan Agreement) of the Company. Under the Basis Loan Agreement, among other things, it is deemed a Change in Control if Michael Z. Jacoby ceases to be the chairman and chief executive officer of the Company and actively involved in the daily activities and operations of the Company and the Borrowers and a competent and experienced person is not approved by the Basis Lender to replace Mr. Jacoby within 90 days of him ceasing to serve in such roles. The Basis Loan Agreement provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control. If an event of default occurs and is continuing under the Basis Loan Agreement, the Basis Lender may, among other things, require the immediate payment of all amounts owed thereunder. In addition, if there is a default by the Company under the MVB Loan (as defined below), by Mr. Jacoby under his guarantee of the MVB Loan or by Mr. Jacoby under a certain personal loan as long as he has pledged OP units as collateral for such loan, and such default has not been waived or cured, then the Basis Lender will have the right to sweep the Borrowers’ cash account in which collects retains rental payments from the properties securing the Basis Term Loan on a daily basis in order for the Basis Lender to create a cash reserve that will serve as collateral for the Basis Term Loan. The Basis Loan Agreement includes a debt service coverage calculation based on the trailing twelve months results which includes an adjustment for tenants that are more than one-month delinquent in paying rent. A debt service coverage ratio below 1.10x is a Cash Trap Trigger Event (as defined in the loan agreement), which gives the Basis Lender the right to institute a cash management period until the trigger is cured. A debt service coverage ratio below 1.05x for two consecutive calendar quarters gives the Basis Lender the right to remove the Company as manager of the properties. The debt service coverage calculation for the twelve months ended December 31, 2020, the first period effective for the Company, was approximately 1.19x. Basis Preferred Interest On December 27, 2019, the Operating Partnership and Big BSP Investments, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC (the “Preferred Investor”), entered into an amended and restated operating agreement (the “Sub-OP Operating Agreement”) of the Broad Street Big First OP LLC (the “Sub-OP”), a subsidiary of the Operating Partnership. Pursuant to the Sub-OP Operating Agreement, among other things, the Preferred Investor committed to make an investment of up to $10.7 million in the Sub-OP, of which $6.9 million had been funded as of September 30, 2020, in exchange for a 1.0% membership interest in the Sub-OP designated as Class A units. Pursuant to the Sub-OP Operating Agreement, the Preferred Investor is entitled to a cumulative annual return of 14.0% on its initial capital contribution (the “Class A Return”), and the Preferred Investor will be entitled to a 20% return (the “Enhanced Class A Return”) on any capital contribution made to the Sub-OP in excess of the $10.7 million commitment. The Preferred Investor’s interests must be redeemed on or before the earlier of: (i) January 1, 2023 The Operating Partnership serves as the managing member of the Sub-OP. However, the Preferred Investor has approval rights over certain major decisions (as defined in the Sub-OP Operating Agreement), including, but not limited to, (i) the incurrence of new indebtedness or modification of existing indebtedness by the Sub-OP or its direct or indirect subsidiaries, (ii) capital expenditures over $250,000, (iii) any proposed change to a property directly or indirectly owned by the Sub-OP, (iv) direct or indirect acquisitions of new properties, (v) the sale or other disposition of any property directly or indirectly owned by the Sub-OP, (v) the issuance of additional membership interests in the Sub-OP, (vi) the entry into any new material lease or any amendment to an existing material lease and (vii) decisions regarding the dissolution, winding up or liquidation of the Sub-OP or the filing of any bankruptcy petition by the Sub-OP. Under certain circumstances, including in the event that the Preferred Investor’s interests are not redeemed on or prior to the Redemption Date (as it may be extended), the Preferred Investor may remove the Operating Partnership as the manager of the Sub-OP and as the manager for each of the property-owning entities held under the Sub-OP. The obligations of the Operating Partnership under the Sub-OP Operating Agreement are guaranteed by the Company, Mr. Jacoby, the Company’s chairman and chief executive officer, and Mr. Yockey, a director of the Company. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of this guarantee. The Preferred Investor’s interests in the Sub-OP under the Sub-OP Operating Agreement are mandatorily redeemable, and, as a result, are characterized as indebtedness in the accompanying consolidated financial statements. MVB Loan On December 27, 2019, in connection with the closing of the Initial Mergers, the Company, the Operating Partnership and BSR entered into a loan agreement (the “MVB Loan Agreement”) with MVB Bank, Inc. (“MVB”) with respect to a $6.5 million loan consisting of a $4.5 million term loan (the “MVB Term Loan”) and a $2.0 million revolving credit facility (the “MVB Revolver”). The MVB Term Loan matures on December 27, 2022 and the MVB Revolver had an original maturity date of December 27, 2020, which has been extended to December 27, 2022 — Forbearance Agreements and Debt Amendments” The Company has no additional availability under the MVB Term Loan and the MVB Revolver as of September 30, 2020. The MVB Loan Agreement is secured by certain personal property of the Company, the Operating Partnership and BSR. In addition, Mr. Jacoby has pledged the shares of the Company’s common stock and OP units received as consideration in the Initial Mergers as collateral under the MVB Loan Agreement. The obligations of the Company and the Operating Partnership under the MVB Loan Agreement are guaranteed by a subsidiary of the Company and Michael Z. Jacoby, in his individual capacity. The MVB Loan Agreement contains certain customary representations and warranties and affirmative and negative covenants. The MVB Loan Agreement also requires the Company to maintain (as such terms are defined in the MVB Loan Agreement) (i) a debt service coverage ratio of at least 1.30 to 1.00, (ii) an EBITDA to consolidated funded debt ratio of at least 8.0%, (iii) an aggregate minimum unencumbered cash, including funds available under other lines of credit, of greater than $5.0 million (the “Minimum Liquidity Requirement”), and (iv) one or more deposit accounts with MVB with an aggregate minimum balance of $3.0 million (the “Deposit Requirement”). The failure to comply with the Deposit Requirement is not a default under the MVB Loan Agreement but will increase the interest rate under the MVB Term Loan and MVB Revolver by 1.0% until the Deposit Requirement has been satisfied. See “— Forbearance Agreements and Debt Amendments” for amendments to these covenants and compliance dates The MVB Loan Agreement provides for standard events of default, including nonpayment of principal and other amounts when due, non-performance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control. If an event of default occurs and is continuing under the MVB Loan Agreement, MVB may, among other things, require the immediate payment of all amounts owed thereunder. Mortgage Indebtedness In addition to the indebtedness described above, as of September 30, 2020 and December 31, 2019, the Company had approximately $ 36.7 The Hollinswood mortgage, Vista mortgage, Brookhill mortgage, and Lamar Station Plaza East mortgage require the Company to maintain a debt service coverage ratio (as such terms are defined in the respective Loan Agreements) of at least 1.40 to 1.00, 1.35 to 1.00, 1.35 to 1.00 and 1.25 to 1.00 respectively. Forbearance Agreements and Debt Amendments During the second quarter of 2020, the lenders for the Company’s mortgage loans secured by the Brookhill, Hollinswood and Vista properties agreed to defer payments of principal and interest for three months, and the lender for the Company’s mortgage loan secured by the Avondale property agreed to require interest-only payments for four months. Additionally, during the second quarter of 2020, the lender under the MVB Loan Agreement agreed to require interest-only payments for three months and deferred covenant tests until March 31, 2021. Subsequent to the initial payment deferral, during the third quarter of 2020, the Company’s lender for the mortgage loans secured by Hollinswood and Vista agreed to defer payments of principal and interest for another three months. The deferred amounts for the Hollinswood mortgage loan are due in six equal monthly installments beginning in November 2020. The deferred amounts for all other loans will be due at loan maturity. On June 16, 2020, the Preferred Investor made two additional capital contributions available to the Sub-OP in the aggregate amount of approximately $2.9 million, which is classified as debt. The two capital contributions consisted of: (i) a $2.4 million capital contribution to the Sub-OP that the Sub-OP contributed to the Borrowers for purposes of making debt service payments under the Basis Loan Agreement and (ii) a $0.5 million capital contribution to the Sub-OP that the Sub-OP contributed to certain of its other property owning subsidiaries for purposes of making debt service payments on mortgage debt secured by the properties owned by such subsidiaries and making payments of the Class A return due to the Preferred Investor pursuant to the Sub-OP Operating Agreement. The Preferred Investor is entitled to a cumulative annual return of 13.0% on the additional capital contributions. As described below under the heading “—2021 Debt Agreements and Modifications,” the Company expects to repay approximately $0.8 million of these funds with the proceeds from the Vista mortgage refinance. As of the date of these financial statements, there was approximately $1.2 million remaining available to the Company from these capital contributions which is included in restricted cash. As described above under the heading “—Merger with MedAmerica Properties Inc.” In December 2020, the Company entered into an amendment to the MVB Loan Agreement, which extended the maturity date of the MVB Revolver to December 27, 2021 and in March 2021, the Company entered into another amendment to the MVB Loan Agreement which further extended the maturity date of the MVB Revolver to December 27, 2022. The amendments also eliminate the revolving nature of the facility, require monthly principal payments as calculated over a 10-year amortization schedule and require the repayment of $250,000 on each of the following dates (a) the earlier of March 31, 2021 or the closing of the Company’s pending mergers of the Highlandtown and Spotswood properties, (b) the earlier of September 30, 2021 or the closing of the Company’s pending merger of the Greenwood property, (c) March 31, 2022, and (d) September 30, 2022. The payment owed by March 31, 2021 has been paid. Additionally, the amendments (i) deferred testing for covenants related to the Deposit Requirement, Minimum Liquidity Requirement and debt service coverage ratio covenant until June 30, 2021, (ii) deferred testing for the covenant related to the Company’s EBITDA to consolidated funded debt ratio until December 31, 2021, (iii) modified the debt service coverage ratio to 1.00 to 1 and (iv) modified the Minimum Liquidity Requirement to $3.0 million. As discussed above , PPP Loans On April 20, 2020, a wholly owned subsidiary of the Company entered into a promissory note (the “PPP Note”) with MVB with respect to an unsecured loan of approximately $0.8 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (the “PPP”), which was established under the CARES Act and is administered by the U.S. Small Business Administration (the “SBA”). The PPP Loan bears interest at a rate of 1.0% per year. On March 18, 2021, a wholly owned subsidiary of Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of a loan granted under the PPP, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and certain mortgage interest, rent and utility expenses. The terms of any forgiveness may also be subject to further requirements under any regulations and guidelines the SBA may adopt . The Company can provide no assurances that it will obtain forgiveness of the Second PPP Loan in whole or in part. If the Company does not obtain forgiveness it is required to make equal monthly payments of principal and interest to repay the loan in full upon maturity on March 18, 2026. 2021 Debt Agreements and Modifications In March 2021, the Company completed the refinance of the approximately $8.9 million Vista Shops mortgage loan. The new loan has a principal balance of $11.7 million, matures in June 2023, and carries an interest rate 3.83% per annum. The Company deposited approximately $1.9 million of the proceeds from the refinance with the Basis Lender. The Company is in negotiations with the Basis Lender as to the application of the deposit which will be applied as follows unless another agreement is made between the Basis Lender and the Company: (i) repay approximately $0.8 million of the outstanding principal balance on the capital contributions, which are treated as debt, provided to the Company in June 2020 under the Basis Preferred Interest as described above under the heading “—Forbearance Agreements and Debt Amendments” Deferred Financing Costs and Debt Discounts The total amount of deferred financing costs associated with the Company’s debt as of September 30, 2020 and December 31, 2019 was $ 1.4 0.9 .3 1.3 1.4 1.1 The Company recognized amortization expense of deferred financing costs and debt discounts, included in interest expense on the consolidated statement of operations, of approximately $ 0.2 Interest Rate Cap and Interest Rate Swap Agreements To mitigate exposure to interest rate risk, the Company entered into an interest rate cap agreement, effective December 27, 2019, on the full $66.9 million Basis Term Loan to cap the variable LIBOR interest rate at 3.5%. The Basis Term Loan bears interest at a rate equal to the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. As of September 30, 2020, the interest rate of the Basis Term Loan was 6.125%. The Company also entered into two The Company recognizes all derivative instruments as assets or liabilities at their fair value in the consolidated balance sheets. The changes in the fair value of the Company’s derivatives, which do not qualify for hedge accounting, are recognized in earnings. For the three and nine months ended September 30, 2020, the Company recognized approximately $ 3,000 The fair value of the Company’s derivative financial instruments as of September 30, 2020 and December 31, 2019 was an interest rate cap asset of less than $0.1 million for each period and an interest rate swap liability of approximately $ million and Other assets, net Covenants The Company’s loan agreements contain customary financial and operating covenants including debt service coverage ratios and aggregate minimum unencumbered cash covenants. As described above under the heading “—Forbearance Agreements and Debt Amendments” Forbearance Agreements and Debt Amendments |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Commitments As detailed in Note 1 under the heading “—Merger with MedAmerica Properties Inc.” six 10,400,779 these six properties Contingencies Impact of COVID-19 The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including the impact on its tenants and rental revenue. The Company has observed the impact of COVID-19 manifest in the form of temporary closures or significantly limited operations among its tenants, with the exception of tenants operating in certain “essential” businesses, which has resulted, and may in the future result in, a decline in on-time rental payments and increased requests from tenants for temporary rental relief . In some cases, the Company may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to the Company as those currently in place. In addition, lease renewals and n ew leasing activity are expected to be adversely impacted as businesses delay executing leases amidst the immediate and uncertain future economic impacts of the COVID-19 pandemic. The extent of the COVID-19 pandemic’s effect on the Company’s future operational and financial performance, financial condition and liquidity will depend on future developments, including the duration and intensity of the pandemic, the timing and effectiveness of COVID-19 vaccines and treatments, the duration of government measures to mitigate the pandemic and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and difficult to predict. Given this uncertainty, the Company cannot accurately predict the effect on future periods, but the Company expects the pandemic and the related government measures to have an adverse impact on its financial condition, liquidity, results of operations and cash flows and the impact could be material. Beginning in April 2020 and through the date of these financial statements, the Company has entered into lease modifications that deferred approximately $0.4 million of contractual revenue and waived approximately $0.3 million of contractual revenue. To date, the weighted average payback period of deferred rent is approximately seven months which commences at various times beginning in July 2020 through June 2021. R ent deferrals to date may not be indicative of rent deferrals in any future period. CARES Act On March 27, 2020, President Trump signed into law the CARES Act, which, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA PPP loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company received funds under the PPP as described in Note 5 under the heading ( “ — PPP Loans”). Additionally, the Company has utilized the deferred payment of the employer portions of social security taxes that would otherwise be due from March 27, 2020 through December 31, 2020, without penalty or interest charges. 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 consolidated financial condition, results of operations or cash flows. |
Note 7 - Equity
Note 7 - Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
Equity | Note 7 - Equity Common Stock In July 2020, the Company issued 884,143 shares of common stock related to the merger of Lamar Station Plaza East (as discussed above in Note 1 under the heading “—Merger with MedAmerica Properties, Inc.”). Noncontrolling Interest As of September 30, 2020, the Company owned an 88.8% interest in the Operating Partnership and investors in the Broad Street Entities receiving OP units as consideration for the Initial Mergers collectively owned an 11.2% interest in the Operating Partnership. Commencing on the 12-month anniversary of the date on which the OP units were issued, each limited partner of the Operating Partnership (other than the Company) will have the right, subject to certain terms and conditions, to require the Operating Partnership to redeem all or a portion of the OP units held by such limited partner in exchange for cash based on the market price of the Company’s common stock or, at the Company’s option and sole discretion, for shares of the Company’s common stock on a one-for-one basis. 2020 Equity Incentive Plan On January 16, 2020, the board of directors of the Company approved the Broad Street Realty, Inc. 2020 Equity Incentive Plan (the “Plan”). Pursuant to the Plan, the Company may issue equity-based awards to directors, officers, employees, independent contractors and other eligible persons. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), share appreciation rights, dividend equivalent rights, performance awards, annual cash incentive awards and other equity based awards, including LTIP units, which are convertible on a one-for-one basis into OP units. A total of 3,620,000 shares of the Company’s common stock are available for issuance under 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. As of September 30, 2020, there were no On December 31, 2020, the Company granted an aggregate of 153,200 restricted shares of common stock to its directors. The compensation expense related to these grants is approximately $0.1 million and will be recognized over a weighted-average period of one year beginning on the grant date. 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 nine months ended September 30, 2020 are presented in the table below. The Company did not have any option awards during the nine months ended September 30, 2019. Number of Shares Underlying Options Weighted Average Exercise Price Per Share Weighted Average Fair Value at Grant Date Weighted Average Remaining Contractual Life Intrinsic Value Balance at December 31, 2019 70,000 $ 7.71 $ - 2.76 $ - Options granted - - - - - Options exercised - - - - - Options expired - - - - - Balance at September 30, 2020 70,000 $ 7.71 $ - 2.01 $ - The fair values of stock options are estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield, and the risk-free interest rate. The risk-free interest rate is the five-year treasury rate at the date of grant. The expected life is based on the contractual life of the options at the date of grant. All 70,000 outstanding options were fully vested at grant date. The exercise price of the outstanding options exceeded the closing price of the Company’s common stock at September 30, 2020. The intrinsic value is not material. |
Note 8 - Revenues
Note 8 - Revenues | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 8 – Revenues Disaggregated Revenue The following tables represents a disaggregation of revenues from contracts with customers for the three and nine months ended September 30, 2020 and 2019 by type of service (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, Topic 606 Revenue Recognition 2020 2019 2020 2019 Topic 606 Revenues Leasing commissions Point in time $ 534 $ 947 $ 1,349 $ 2,916 Property and asset management fees Over time 188 411 530 1,213 Development fees Over time 92 49 273 168 Engineering services Over time 83 130 224 395 Equity fees Point in time - 100 4 100 Guaranty fees Over time - 8 - 23 Sales commissions Point in time 36 - 55 - Topic 606 Revenue 933 1,645 2,435 4,815 Out of Scope of Topic 606 revenue Rental income $ 4,291 $ - $ 12,082 $ - Sublease income 8 15 24 41 Total Out of Scope of Topic 606 revenue 4,299 15 12,106 41 Total Revenue $ 5,232 $ 1,660 $ 14,541 $ 4,856 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 September 30, 2020 are as follows (dollars in thousands): Remainder of 2020 $ 2,969 2021 12,278 2022 12,063 2023 11,355 2024 9,324 2025 7,694 Thereafter 20,418 Total $ 76,101 |
Note 9 - Earnings per Share
Note 9 - Earnings per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 9 - 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, 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 The following table sets forth the computation of earnings per common share for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2020 2019 2020 2019 Net loss $ (1,902 ) $ (846 ) $ (6,821 ) $ (2,003 ) Plus: Net loss attributable to noncontrolling interest 272 846 1,002 2,003 Net loss attributable to common stockholders $ (1,630 ) $ - $ (5,819 ) $ - Denominator Basic weighted-average common shares 22,462 - 21,881 - Dilutive potential common shares - - - - Diluted weighted-average common shares 22,462 - 21,881 - Net loss per common share- basic and diluted $ (0.07 ) $ - $ (0.27 ) $ - |
Note 10 - Fair Value of Financi
Note 10 - Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 10 - Fair Value of Financial Instruments 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. These 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. The fair value of the Company’s interest rate cap, which is included in Other assets, net on the consolidated balance sheets was less than $0.1 million at both September 30, 2020 and December 31, 2019. The fair value of the Company’s interest rate swap liabilities, which are included in Accounts payable and accrued liabilities on the consolidated balance sheets, was approximately $ 0.8 “—Interest Rate Cap and Interest Rate Swap Agreements” Financial Assets and Liabilities Not Carried at Fair Value The carrying amounts of cash and cash equivalents, restricted cash, receivables and payables are reasonable estimates of their fair value as of September 30, 2020 and December 31, 2019, respectively, due to their short-term nature of these instruments (Level 1). At September 30, 2020 and December 31, 2019, the Company’s indebtedness was comprised of borrowings that bear interest at LIBOR plus a margin and borrowings at fixed rates. The fair value of the Company’s $ 97.3 The fair value of the Company’s fixed rate debt as of September 30, 2020 and December 31, 2019 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. As of September 30, 2020, the fair value of the Company’s $ 21.4 17.2 17.2 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 11 - Taxes
Note 11 - Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Taxes | Note 11 – Taxes The provision for income taxes for the three and nine months ended September 30, 2020 reflects an income tax benefit of approximately $ 0.6 24 Until the completion of the Mergers on December 27, 2019 as described above under the heading “—Merger with MedAmerica Properties Inc.” structured as a limited liability company and was treated as a partnership for U.S. federal and state income purposes. As such, any taxes are the responsibility of the members, and accordingly no provisions for federal or state income taxes were recorded for the Company during the three and nine months ended September 30, 2019. |
Note 12- Related Party Transact
Note 12- Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions Receivables and Payables As of September 30, 2020, the Company had approximately $0.2 million in receivables due from related parties, included in Other assets, net on the consolidated balance sheet, which relates to receivables due from properties managed by the Company which were provided to the properties for working capital. Additionally, the Company had $0.7 million in payables due to properties managed by the Company related to amounts borrowed by the Company for working capital which are reflected in Payables due to related parties on the consolidated balance sheet. As of December 31, 2019, the Company had $0.5 million in receivables due from related parties, included in Other assets, net on the consolidated balance sheet, which relates to receivables due from properties managed by the Company which were provided to the properties for working capital. Additionally, the Company had $1.1 million in payables due to properties managed by the Company related to amounts borrowed by the Company for working capital, which are reflected in Payables due to related parties on the consolidated balance sheet. Approximately $0.4 During 2019, the Company agreed to pay $1.5 million of consideration to Mr. Yockey in exchange for repurchasing a portion of his ownership interest in BSR prior to the Mergers. Approximately $1.0 million of this consideration was paid to Mr. Yockey in January 2020 and the remaining $0.5 million is included in accounts payable and accrued expenses on the consolidated balance sheet as of September 30, 2020. The Mergers As consideration in the Mergers that have closed as of the date of these financial statements, as a result of their interests in the Broad Street Entities party to such Mergers, (i) Mr. Jacoby received 2,004,146 shares of the Company’s common stock and 856,805 OP units, (ii) Mr. Yockey received 2,004,146 shares of the Company’s common stock and 420,523 OP units, (iii) Alexander Topchy, the Company’s Chief Financial Officer, received an aggregate of 96,281 shares of the Company’s common stock and 48,320 OP units and (iv) Daniel J.W. Neal, a member of the Company’s Board of Directors, received, directly or indirectly, 521,996 shares of the Company’s common stock. As consideration in the remaining six Mergers as a result of their interests in the remaining Broad Street Entities, (i) Mr. Jacoby will receive an aggregate of approximately 547,513 shares of the Company’s common stock and 136,213 OP units, (ii) Mr. Yockey will receive an aggregate of approximately 547,513 shares of the Company’s common stock and 136,213 OP units, (iii) Mr. Topchy will receive 43,001 shares of the Company’s common stock and 14,338 OP units and (iv) Mr. Neal will receive, directly or indirectly, an aggregate of approximately 361,127 Management Fees The Company provides management services for the six properties to be acquired as of September 30, 2020 in the remaining Mergers. For each property, the Company receives a management fee ranging from 3.0% to 4.0% of such property’s gross income. As described above, Messrs. Jacoby, Yockey, Topchy and Neal have interests in some or all of the Broad Street Entities that own the seven properties. Messrs. Jacoby and Yockey, along with Mr. Topchy, Jeffrey H. Foster, a member of the Company’s Board of Directors, and Aras Holden, the Company’s vice president of asset management and acquisitions, collectively own an interest in BBL Current Investors LLC (“BBL”). BBL intends to redevelop a property adjacent to the Company’s Midtown Colonial property into a mixed-use facility with retail on the ground floor and multi-family above. When the redevelopment is complete, the Company will manage the retail portion of the property and will receive management fees from BBL. However, the Company will have no ownership interest in the property. Ground Lease As described in Note 3 under the heading “ —2020 Real Estate Acquisitions” , the Company acquired the fee-simple interest in the land that the Cromwell Field Shopping Center, a property managed by the Company, is located on under a leasehold interest. The Company leases the land to the owner of the Cromwell Field Shopping Center pursuant to a ground lease and recognized approximately $36,000 and $0.1 million of revenue under the ground lease for the three and nine months ended September 30, 2020, respectively Tax Protection Agreements On December 27, 2019, pursuant to the Merger Agreements, the Company and the Operating Partnership entered into tax protection agreements (the “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 Mr.. Jacoby, Mr. Yockey and Mr. Topchy, in connection with their receipt of OP units in certain of the Initial Mergers. Pursuant to the Tax Protection Agreements, until the seventh anniversary of the completion of the Initial Mergers, 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 and Vista Shops at Golden Mile (the “Protected Properties”). Furthermore, until the seventh anniversary of the completion of the Initial Mergers, 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 Internal Revenue Code. Guarantees The Company’s subsidiaries’ obligations under the Basis Term Loan Agreement, the Sub-OP Operating Agreement, and the Brookhill mortgage loan are guaranteed by Mr. Jacoby and Mr. Yockey. We have agreed to indemnify Mr. Yockey for any losses he incurs as a result of his guarantee of the Basis Term Loan, the Sub-OP Operating Agreement, and the Brookhill mortgage loan. Mr. Jacoby is also a guarantor under the MVB Loan Agreement and the Cromwell land loan. Consulting Agreement The Company has engaged Timbergate Ventures, LLC, an entity wholly owned by Mr. Yockey, as a consultant for a two-year term beginning December 27, 2019. Pursuant to this arrangement, the Company pays Timbergate Ventures, LLC a consulting fee of $0.2 million per year. During the three and nine months ended September 30, 2020, approximately $50,000 and $150,000, respectively, was recorded in general and administrative expenses related to this consulting agreement. Legal Fees Samuel M. Spiritos, a member of the Company’s Board of Directors, is the managing partner of Shulman Rogers LLP, which represents the Company in certain real estate matters, including with matters related to the Mergers. During each of the three and nine months ended September 30, 2020, the Company paid less than $0.1 |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Forbearance Agreements and Debt Amendments As described in Note 5 under the heading “ — Forbearance Agreements and Debt Amendments”, the Company amended various debt agreements with its lenders, which resulted in temporary deferral of payments and additional capital contributions to the Company. 2021 Debt Amendments The Company completed debt modifications as described in Note 5 under the heading “ — 2021 Debt Agreements and Modifications”. PPP Loans As described in Note 5 under the heading “—PPP Loans” 2020 Restricted Stock Awards As described in Note 7 under the heading “ — 2020 Equity Incentive Plan”, on December 31, 2020, the Company granted an aggregate of 153,200 restricted shares of common stock to its directors |
Accounting Policies and Related
Accounting Policies and Related Matters (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain reclassifications have been made to the consolidated balance sheet as of December 31, 2019 to conform to the 2020 presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. Operating lease receivables are excluded from the scope of this guidance. The amended guidance is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. The Company is evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply elections as applicable as changes in the market occur. In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the coronavirus pandemic (“COVID-19”). Prior to issuance of the Lease Modification Q&A, the Company would have to determine, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect not to evaluate whether lease-related relief provided to mitigate the economic effects of COVID-19 is a lease modification under Accounting Standards Codification (“ASC”) 842. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e., assume relief was always contemplated by the contract or assume the relief was not contemplated by the contract), with such election applied consistently to leases with similar characteristics and similar circumstances. The Company evaluated its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. Beginning in April 2020, the Company provided lease concessions to certain tenants in response to the impact of COVID-19, in the form of rent deferrals. The Company has made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the Company’s rights as lessor, including concessions that results in total payments required by the modified lease being substantially the same or less than total payments required by the original lease. Substantially all of the Company’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments. The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its receivables as tenant payments accrue and continues to recognize rental income. The Company accounted for forgiven rents as a reduction to rental income in the period the rent was forgiven. |
Note 3 - Real Estate (Tables)
Note 3 - Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Additional Information Regarding Total Consideration for Property | The following table provides additional information regarding total consideration for the property (dollars in thousands). Cash paid to prior owners $ 175 Value of common shares issued 1,583 Transaction costs 70 Cash acquired in acquisition (44 ) Total Cost of Acquisition $ 1,784 |
Relative Fair Value of Assets Acquired and Liabilities Assumed | The following table reflects the relative fair value of assets acquire and liabilities assumed related to the property acquired in July 2020 (dollars in thousands). Land $ 1,826 Building 2,095 Building and site improvements 592 Intangible lease assets 496 Total real estate assets acquired 5,009 Other assets 40 Total assets acquired 5,049 Accounts payable and accrued expenses (523 ) Deferred tax liabilities (224 ) Assumed mortgage indebtedness (2,518 ) Total liabilities assumed (3,265 ) Assets acquired net of liabilities assumed $ 1,784 |
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 September 30, 2020, which includes rental income for the nine months ended September 30, 2020 (dollars in thousands). The Company did not own any properties and therefore did not have any rental income during the nine months ended September 30, 2019. Location Number of Properties Gross Real Estate Assets at September 30, 2020 Percentage of Total Real Estate Assets at September 30, 2020 Rental income for the nine months ended September 30, 2020 Maryland ( 1) 4 $ 74,982 41.0 % $ 6,072 Virginia 4 67,735 37.0 % 3,631 Pennsylvania 1 26,749 14.6 % 1,753 Washington D.C. 1 8,393 4.6 % 514 Colorado 1 5,180 2.8 % 112 11 $ 183,039 100.0 % $ 12,082 (1) Rental income for the nine months ended September 30, 2020 includes approximately $0.1 million of ground rental revenue under the ground lease for the parcel of land acquired in January 2020 as described above under the heading “ — 2020 Real Estate Acquisitions” |
Note 4 - Other Assets (Tables)
Note 4 - Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Assets Unclassified [Abstract] | |
Schedule of Other Assets, Net | Items included in other assets, net on the Company’s consolidated balance sheets as of September 30, 2020 and December 31, 2019 are detailed in the table below (dollars in thousands): September 30, 2020 December 31, 2019 Prepaid assets and deposits $ 2,197 $ 2,144 Right-of-use assets, net 1,393 1,284 Straight-line rent receivable 888 30 Pre-acquisition costs 508 1,130 Receivables due from related parties 215 525 Corporate property, net 114 101 Other receivables, net of allowance of $87 and $193 105 113 Lease incentives 13 - Interest rate cap asset 2 16 $ 5,435 $ 5,343 |
Note 5 - Debt (Tables)
Note 5 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balance | The table below details the Company’s debt balance at September 30, 2020 and December 31, 2019 (in thousands): Maturity Date Rate Type Interest Rate (1) September 30, 2020 December 31, 2019 Basis Term Loan (net of discount of $904 and $1,118) January 1, 2023 Floating (2) 6.125% $ 63,210 $ 62,996 Basis Preferred Interest (net of discount of $184 and $224) (3) January 1, 2023 (4) Fixed 14.00% (5) 11,646 9,471 MVB Term Loan December 27, 2022 Fixed 6.75% 4,355 4,500 MVB Revolver December 27, 2021 (6) Floating (7) 6.75% 2,000 2,000 Hollinswood Loan December 1, 2024 LIBOR + 2.25% (8) 4.06% 11,102 10,200 Avondale Shops Loan June 1, 2025 Fixed 4.00% 3,231 3,275 Vista Shops at Golden Mile Loan January 25, 2021 (9) LIBOR + 2.50% 2.65% 8,950 8,950 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 2.90% 9,497 9,650 Lamar Station Plaza East Loan (net of discount of $4) July 17, 2021 LIBOR + 3.00% (10) 4.00% 2,514 - Cromwell Land Loan (net of discount of $12) January 10, 2023 Fixed 6.75% 1,417 - Paycheck Protection Program Loan April 20, 2022 (11) Fixed 1.00% 757 - Mezzanine Loans (12) - - - - 2,738 $ 118,679 $ 113,780 Unamortized deferred financing costs (945 ) (1,307 ) Total Mortgage and Other Indebtedness $ 117,734 $ 112,473 (1) For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.15%, as of September 30, 2020. (2) The interest rate for the Basis Term Loan is the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. The Company has entered into an interest rate cap that caps the LIBOR rate on this loan at 3.5%. ( 3 ) The outstanding balance includes approximately $ 2.0 — Basis Preferred Interest”. ( 4 ) ( 5 ) — Forbearance Agreements and Debt Amendments”. (6) “ —Forbearance Agreements and Debt Amendments”. ( 7 ) The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%. ( 8 ) The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06%. ( 9 ) The Company completed the refinance of this loan as described below under the heading “ —2021 Debt Agreements and Modifications” (10) ( 1 1 ) During the first quarter of 2021, the Company received forgiveness for its Paycheck Protection Program Loan as described below under the heading “ —PPP Loans”. (12) — Merger with MedAmerica Properties, Inc.” |
Note 7 - Equity (Tables)
Note 7 - Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders Equity Note [Abstract] | |
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 nine months ended September 30, 2020 are presented in the table below. The Company did not have any option awards during the nine months ended September 30, 2019. Number of Shares Underlying Options Weighted Average Exercise Price Per Share Weighted Average Fair Value at Grant Date Weighted Average Remaining Contractual Life Intrinsic Value Balance at December 31, 2019 70,000 $ 7.71 $ - 2.76 $ - Options granted - - - - - Options exercised - - - - - Options expired - - - - - Balance at September 30, 2020 70,000 $ 7.71 $ - 2.01 $ - |
Note 8 - Revenues (Tables)
Note 8 - Revenues (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenues | The following tables represents a disaggregation of revenues from contracts with customers for the three and nine months ended September 30, 2020 and 2019 by type of service (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, Topic 606 Revenue Recognition 2020 2019 2020 2019 Topic 606 Revenues Leasing commissions Point in time $ 534 $ 947 $ 1,349 $ 2,916 Property and asset management fees Over time 188 411 530 1,213 Development fees Over time 92 49 273 168 Engineering services Over time 83 130 224 395 Equity fees Point in time - 100 4 100 Guaranty fees Over time - 8 - 23 Sales commissions Point in time 36 - 55 - Topic 606 Revenue 933 1,645 2,435 4,815 Out of Scope of Topic 606 revenue Rental income $ 4,291 $ - $ 12,082 $ - Sublease income 8 15 24 41 Total Out of Scope of Topic 606 revenue 4,299 15 12,106 41 Total Revenue $ 5,232 $ 1,660 $ 14,541 $ 4,856 |
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 September 30, 2020 are as follows (dollars in thousands): Remainder of 2020 $ 2,969 2021 12,278 2022 12,063 2023 11,355 2024 9,324 2025 7,694 Thereafter 20,418 Total $ 76,101 |
Note 9 - Earnings per Share (Ta
Note 9 - Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 (amounts in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2020 2019 2020 2019 Net loss $ (1,902 ) $ (846 ) $ (6,821 ) $ (2,003 ) Plus: Net loss attributable to noncontrolling interest 272 846 1,002 2,003 Net loss attributable to common stockholders $ (1,630 ) $ - $ (5,819 ) $ - Denominator Basic weighted-average common shares 22,462 - 21,881 - Dilutive potential common shares - - - - Diluted weighted-average common shares 22,462 - 21,881 - Net loss per common share- basic and diluted $ (0.07 ) $ - $ (0.27 ) $ - |
Note 1 - Organization and Nat_2
Note 1 - Organization and Nature of Business (Details Textual) | Dec. 31, 2020USD ($)property | Dec. 27, 2020shares | Dec. 27, 2019Merger | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($)propertyMerger | Sep. 30, 2020USD ($)propertyEntityMergershares | Sep. 30, 2019USD ($) | Jul. 02, 2020Merger | Jun. 30, 2020USD ($) | Apr. 30, 2020USD ($) | Apr. 20, 2020USD ($) | Dec. 31, 2019Merger | May 28, 2019Merger | |
Real Estate Properties [Line Items] | ||||||||||||||
Real estate investments | $ 183,000,000 | $ 183,000,000 | ||||||||||||
Number of real estate properties | property | 11 | 11 | ||||||||||||
Repayment of debt | $ 3,087,000 | $ 219,000 | ||||||||||||
Remaining availability from preferred capital contributions | $ 1,200,000 | |||||||||||||
Hollinswood Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | Dec. 1, 2024 | |||||||||||||
Vista Shops at Golden Mile Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | [1] | Jan. 25, 2021 | ||||||||||||
Brookhill Azalea Shopping Center Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | Jan. 31, 2025 | |||||||||||||
Avondale Shops Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | Jun. 1, 2025 | |||||||||||||
MVB Term Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | Dec. 27, 2022 | |||||||||||||
Hollinswood Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date description | The deferred amounts for the Hollinswood mortgage loan are due in six equal monthly installments beginning in November 2020. | |||||||||||||
Basis Term Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Long-term debt outstanding | $ 63,800,000 | |||||||||||||
Maturity date | Jan. 1, 2023 | Jan. 1, 2023 | ||||||||||||
Maturity date description | The Basis Term Loan matures on January 1, 2023, subject to two one-year extension options, subject to certain conditions. | |||||||||||||
Preferred investor, additional capital contribution, treated as debt | $ 2,900,000 | $ 2,900,000 | ||||||||||||
Lamar Station Plaza East Mortgage [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Outstanding mortgage indebtedness | $ 3,400,000 | |||||||||||||
PPP Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Mortgages with principal balances outstanding | $ 12,300,000 | |||||||||||||
Number of mortgage properties | property | 2 | |||||||||||||
Subsequent Event [Member] | 2021 Debt Agreements and Modifications [Member] | Vista Shops Mortgage Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | Jun. 30, 2023 | |||||||||||||
Long-term debt amount | $ 8,900,000 | |||||||||||||
MVB Revolver [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | [2] | Dec. 27, 2021 | ||||||||||||
COVID-19 [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Number of mergers delayed in closing | Merger | 6 | 6 | ||||||||||||
Event of default | has been unable to meet and anticipates being unable to meet certain debt covenants included in the Company’s loan agreements, and has certain debt maturities occurring within the next twelve months. | |||||||||||||
Deferred contractual revenue | $ 400,000 | $ 400,000 | ||||||||||||
Deferred contractual revenue waived | 300,000 | |||||||||||||
Repayment of debt | $ 250,000 | |||||||||||||
COVID-19 [Member] | Hollinswood Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Debt instrument term defer payments of principal and interest. | 6 months | |||||||||||||
COVID-19 [Member] | Vista Shops at Golden Mile Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Debt instrument term defer payments of principal and interest. | 6 months | |||||||||||||
COVID-19 [Member] | Brookhill Azalea Shopping Center Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Debt instrument term defer payments of principal and interest. | 3 months | |||||||||||||
COVID-19 [Member] | Avondale Shops Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Debt instrument term defer payments of principal and interest. | 4 months | |||||||||||||
COVID-19 [Member] | MVB Term Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Debt instrument term defer payments of principal and interest. | 3 months | |||||||||||||
COVID-19 [Member] | Hollinswood Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date description | The deferred amount for the Hollinswood mortgage is due in six equal monthly installments beginning November 2020. | |||||||||||||
COVID-19 [Member] | PPP Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||
COVID-19 [Member] | MVB Term Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Maturity date | Dec. 27, 2022 | |||||||||||||
Frequency of periodic payment of facility | monthly | |||||||||||||
Amortization scheduled term | 10 years | |||||||||||||
COVID-19 [Member] | April 2020 through March 2021 [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Deferred contractual revenue | 400,000 | $ 400,000 | ||||||||||||
Deferred contractual revenue waived | 300,000 | |||||||||||||
COVID-19 [Member] | Subsequent Event [Member] | PPP Loan [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||
COVID-19 [Member] | MVB Revolver [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Long-term debt outstanding | $ 2,000 | $ 2,000 | ||||||||||||
MedAmerica [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Number of merger agreements | Merger | 19 | |||||||||||||
Date of merger | Dec. 27, 2019 | |||||||||||||
Number of merger completed | Merger | 11 | |||||||||||||
Number of merger not yet completed | Merger | 6 | 6 | ||||||||||||
MedAmerica [Member] | Common Stock [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 10,400,779 | |||||||||||||
MedAmerica [Member] | OP units [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 573,529 | |||||||||||||
MedAmerica [Member] | Mergers [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Cash portion of consideration for initial mergers | $ 1,100,000 | |||||||||||||
MedAmerica [Member] | Mergers [Member] | Common Stock [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 19,660,911 | |||||||||||||
MedAmerica [Member] | Mergers [Member] | OP units [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 2,827,904 | |||||||||||||
MedAmerica [Member] | Brookhill Azalea Shopping Center [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Number of additional merger | Merger | 1 | |||||||||||||
MedAmerica [Member] | Lamar Station Plaza East [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Number of merger closed | Merger | 1 | |||||||||||||
2020 Real Estate Acquisitions [Member] | Lamar Station Plaza East [Member] | COVID-19 [Member] | Forbearance Agreements and Debt Amendments [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Closing date of merger property | 2020-07 | |||||||||||||
Broad Street Entities [Member] | MedAmerica [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Number of merger completed | Merger | 9 | |||||||||||||
BSR [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Number of real estate properties | property | 0 | 0 | ||||||||||||
BSR [Member] | Broad Street Entities [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Number of entities that own properties acquired | Entity | 17 | |||||||||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | Common Stock [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 2,004,146 | |||||||||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | OP units [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 856,805 | |||||||||||||
Michael Z. Jacoby [Member] | BSR [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Ownership percentage | 50.00% | |||||||||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | Common Stock [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 2,004,146 | |||||||||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | OP units [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Equity interest issued as consideration for the mergers | shares | 420,523 | |||||||||||||
Thomas M. Yockey [Member] | BSR [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Ownership percentage | 50.00% | |||||||||||||
Operating Partnership [Member] | ||||||||||||||
Real Estate Properties [Line Items] | ||||||||||||||
Operating partnership percentage | 88.80% | |||||||||||||
[1] | The Company completed the refinance of this loan as described below under the heading “—2021 Debt Agreements and Modifications”. | |||||||||||||
[2] | In March 2021, the Company entered into a one-year extension on the MVB Revolver as described below under the heading “—Forbearance Agreements and Debt Amendments”. |
Note 3 - Real Estate - (Details
Note 3 - Real Estate - (Details Textual) | Jul. 02, 2020USD ($)shares | Jan. 10, 2020USD ($) | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property |
Business Acquisition [Line Items] | ||||
Number of real estate properties | property | 11 | |||
Geographic Concentration Risk [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of real estate properties | property | 11 | 0 | ||
Geographic Concentration Risk [Member] | Rental Income [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenues | $ 12,082,000 | $ 0 | ||
2020 Real Estate Acquisitions [Member] | Cromwell Field Shopping Center [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition amount for fee simple interest in land | $ 2,300,000 | |||
Business acquisition amount for mortgage on land | 1,400,000 | |||
2020 Real Estate Acquisitions [Member] | Lamar Station Plaza East [Member] | ||||
Business Acquisition [Line Items] | ||||
Transaction costs capitalized for asset acquisitions | $ 100,000 | |||
Cash paid to prior investors | 200,000 | |||
Business acquisition amount for mortgage on property | $ 2,500,000 | |||
2020 Real Estate Acquisitions [Member] | Lamar Station Plaza East [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Equity interest issued as consideration for the mergers | shares | 884,143 | |||
2020 Real Estate Acquisitions [Member] | Lamar Station Plaza East [Member] | Loan Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Maximum principal amount | $ 4,100,000 | |||
2020 Real Estate Acquisitions [Member] | Maximum [Member] | Cromwell Field Shopping Center [Member] | ||||
Business Acquisition [Line Items] | ||||
Transaction costs capitalized for asset acquisitions | $ 100,000 |
Note 3 - Real Estate - Addition
Note 3 - Real Estate - Additional Information Regarding Total Consideration for Property (Details) - 2020 Real Estate Acquisitions [Member] $ in Thousands | Jul. 02, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash paid to prior owners | $ 175 |
Transaction costs | 70 |
Cash acquired in acquisition | (44) |
Total Cost of Acquisition | 1,784 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Value of common shares issued | $ 1,583 |
Note 3 - Real Estate - Relative
Note 3 - Real Estate - Relative Fair Value of Assets Acquired and Liabilities Assumed (Details) - 2020 Real Estate Acquisitions [Member] $ in Thousands | Jul. 31, 2020USD ($) |
Business Acquisition [Line Items] | |
Land | $ 1,826 |
Building | 2,095 |
Building and site improvements | 592 |
Intangible lease assets | 496 |
Total real estate assets acquired | 5,009 |
Other assets | 40 |
Total assets acquired | 5,049 |
Accounts payable and accrued expenses | (523) |
Deferred tax liabilities | (224) |
Assumed mortgage indebtedness | (2,518) |
Total liabilities assumed | (3,265) |
Assets acquired net of liabilities assumed | $ 1,784 |
Note 3 - Real Estate - Summary
Note 3 - Real Estate - Summary of Geographic Concentration of Properties (Details) | 9 Months Ended | |
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | |
Concentration Risk [Line Items] | ||
Number of Properties | property | 11 | |
Gross Real Estate Assets | $ 183,000,000 | |
Geographic Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 11 | 0 |
Gross Real Estate Assets | $ 183,039,000 | |
Percentage of Total Real Estate Assets | 100.00% | |
Geographic Concentration Risk [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 12,082,000 | $ 0 |
Geographic Concentration Risk [Member] | Maryland [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 4 | |
Gross Real Estate Assets | $ 74,982,000 | |
Percentage of Total Real Estate Assets | 41.00% | |
Geographic Concentration Risk [Member] | Maryland [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 6,072,000 | |
Geographic Concentration Risk [Member] | Virginia [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 4 | |
Gross Real Estate Assets | $ 67,735,000 | |
Percentage of Total Real Estate Assets | 37.00% | |
Geographic Concentration Risk [Member] | Virginia [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 3,631,000 | |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | 1 | |
Gross Real Estate Assets | $ 26,749,000 | |
Percentage of Total Real Estate Assets | 14.60% | |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 1,753,000 | |
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 1 | |
Gross Real Estate Assets | $ 8,393,000 | |
Percentage of Total Real Estate Assets | 4.60% | |
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 514,000 | |
Geographic Concentration Risk [Member] | Colorado [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 1 | |
Gross Real Estate Assets | $ 5,180,000 | |
Percentage of Total Real Estate Assets | 2.80% | |
Geographic Concentration Risk [Member] | Colorado [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 112,000 |
Note 3 - Real Estate - Summar_2
Note 3 - Real Estate - Summary of Geographic Concentration of Properties (Parenthetical) (Details) - Geographic Concentration Risk [Member] - Rental Income [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Concentration Risk [Line Items] | ||
Revenues | $ 12,082,000 | $ 0 |
Maryland [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | 6,072,000 | |
Maryland [Member] | Ground Rental Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 100,000 |
Note 4 - Other Assets - Schedul
Note 4 - Other Assets - Schedule of Other Assets, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Assets Unclassified [Abstract] | ||
Prepaid assets and deposits | $ 2,197 | $ 2,144 |
Right-of-use assets, net | 1,393 | 1,284 |
Straight-line rent receivable | 888 | 30 |
Pre-acquisition costs | 508 | 1,130 |
Receivables due from related parties | 215 | 525 |
Corporate property, net | 114 | 101 |
Other receivables, net of allowance of $87 and $193 | 105 | 113 |
Lease incentives | 13 | |
Interest rate cap asset | 2 | 16 |
Other assets, net | $ 5,435 | $ 5,343 |
Note 4 - Other Assets - Sched_2
Note 4 - Other Assets - Schedule of Other Assets, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Assets Unclassified [Abstract] | ||
Other receivables, net of allowance | $ 87 | $ 193 |
Note 5 - Debt - Schedule of Deb
Note 5 - Debt - Schedule of Debt Balance (Details) - USD ($) $ in Thousands | Dec. 27, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | ||
Debt Instrument [Line Items] | ||||||
Balance outstanding | $ 118,679 | $ 113,780 | ||||
Unamortized deferred financing costs | (945) | (1,307) | ||||
Total Mortgage and Other Indebtedness | $ 117,734 | 112,473 | ||||
Basis Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Jan. 1, 2023 | Jan. 1, 2023 | ||||
Rate Type | [1] | Floating | ||||
Interest Rate | 6.125% | 6.125% | [2] | 6.125% | ||
Balance outstanding | $ 63,210 | 62,996 | ||||
Basis Preferred Interest [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | [3],[4] | Jan. 1, 2023 | ||||
Rate Type | [4] | Fixed | ||||
Interest Rate | [2],[4],[5] | 14.00% | ||||
Balance outstanding | [4] | $ 11,646 | 9,471 | |||
MVB Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Dec. 27, 2022 | |||||
Rate Type | Fixed | |||||
Interest Rate | [2] | 6.75% | ||||
Balance outstanding | $ 4,355 | 4,500 | ||||
Hollinswood Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Dec. 1, 2024 | |||||
Rate Type | [6] | LIBOR + 2.25% | ||||
Interest Rate | [2] | 4.06% | ||||
Balance outstanding | $ 11,102 | 10,200 | ||||
Avondale Shops Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Jun. 1, 2025 | |||||
Rate Type | Fixed | |||||
Interest Rate | [2] | 4.00% | ||||
Balance outstanding | $ 3,231 | 3,275 | ||||
Vista Shops at Golden Mile Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | [7] | Jan. 25, 2021 | ||||
Rate Type | LIBOR + 2.50% | |||||
Interest Rate | [2] | 2.65% | ||||
Balance outstanding | $ 8,950 | 8,950 | ||||
Brookhill Azalea Shopping Center Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Jan. 31, 2025 | |||||
Rate Type | LIBOR + 2.75% | |||||
Interest Rate | [2] | 2.90% | ||||
Balance outstanding | $ 9,497 | 9,650 | ||||
Lamar Station Plaza East Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Jul. 17, 2021 | |||||
Rate Type | [8] | LIBOR + 3.00% | ||||
Interest Rate | [2] | 4.00% | ||||
Balance outstanding | $ 2,514 | |||||
Cromwell Land Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | Jan. 10, 2023 | |||||
Rate Type | Fixed | |||||
Interest Rate | [2] | 6.75% | ||||
Balance outstanding | $ 1,417 | |||||
Mezzanine Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Rate Type | [9] | - | ||||
Balance outstanding | [9] | 2,738 | ||||
Paycheck Protection Program Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | [10] | Apr. 20, 2022 | ||||
Rate Type | Fixed | |||||
Interest Rate | [2] | 1.00% | ||||
Balance outstanding | $ 757 | |||||
MVB Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity Date | [11] | Dec. 27, 2021 | ||||
Rate Type | [12] | Floating | ||||
Interest Rate | [2] | 6.75% | ||||
Balance outstanding | $ 2,000 | $ 2,000 | ||||
[1] | The interest rate for the Basis Term Loan is the greater of (i) LIBOR plus 3.850% per annum and (ii) 6.125% per annum. The Company has entered into an interest rate cap that caps the LIBOR rate on this loan at 3.5%. | |||||
[2] | For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.15%, as of September 30, 2020. | |||||
[3] | If the Basis Term Loan is paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP will mature at that time. | |||||
[4] | The outstanding balance includes approximately $2.0 million and $2.8 million of indebtedness as of September 30, 2020 and December 31, 2019, respectively, related to the Multiple Minimum Amount owed to the Preferred Investor as described below under the heading “—Basis Preferred Interest”. | |||||
[5] | In June 2020, the Preferred Investor made additional capital contributions of approximately $2.9 million as described below under the heading “—Forbearance Agreements and Debt Amendments”. The Preferred Investor is entitled to a cumulative annual return of 13.0% on the additional contributions. | |||||
[6] | The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06%. | |||||
[7] | The Company completed the refinance of this loan as described below under the heading “—2021 Debt Agreements and Modifications”. | |||||
[8] | The interest rate on the Lamar Station Plaza East Loan is LIBOR plus 3.00% per annum with a minimum LIBOR rate of 1.00%. | |||||
[9] | The Mezzanine loans represent loans on two of the properties included in the Initial Mergers (as described in Note 1 under the heading “—Merger with MedAmerica Properties, Inc.”). These loans were to be paid off in connection with the Mergers; however, due to the timing of the closing of the Mergers in late December 2019, the loans were not paid off by the Company until the first quarter of 2020. | |||||
[10] | During the first quarter of 2021, the Company received forgiveness for its Paycheck Protection Program Loan as described below under the heading “—PPP Loans”. | |||||
[11] | In March 2021, the Company entered into a one-year extension on the MVB Revolver as described below under the heading “—Forbearance Agreements and Debt Amendments”. | |||||
[12] | The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%. |
Note 5 - Debt - Schedule of D_2
Note 5 - Debt - Schedule of Debt Balance (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 27, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | ||
Debt Instrument [Line Items] | ||||||
Debt instrument net of discount | $ 1,100 | $ 1,300 | ||||
MVB Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | [1] | 6.75% | ||||
Basis Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument net of discount | $ 904 | 1,118 | ||||
Interest Rate | 6.125% | 6.125% | 6.125% | [1] | ||
Balance outstanding | $ 63,800 | |||||
Preferred investor, additional capital contribution | $ 2,900 | |||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 6.125% | |||||
Basis Preferred Interest [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument net of discount | $ 184 | 224 | ||||
Interest Rate | [1],[2],[3] | 14.00% | ||||
Preferred investor, additional capital contribution | $ 2,900 | |||||
Preferred units, cumulative annual return | 13.00% | |||||
Lamar Station Plaza East Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument net of discount | $ 4 | |||||
Interest Rate | [1] | 4.00% | ||||
Cromwell Land Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument net of discount | $ 12 | |||||
Interest Rate | [1] | 6.75% | ||||
Hollinswood Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | [1] | 4.06% | ||||
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] | ||||||
Interest Rate | 4.06% | |||||
Balance outstanding | $ 10,200 | |||||
Vista Shops at Golden Mile Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | [1] | 2.65% | ||||
Brookhill Azalea Shopping Center Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Rate | [1] | 2.90% | ||||
Basis Preferred Interest Minimum Multiple Amount [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Balance outstanding | $ 2,000 | $ 2,800 | ||||
LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 0.15% | |||||
LIBOR [Member] | Basis Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 3.85% | 3.85% | ||||
LIBOR [Member] | Basis Term Loan [Member] | Interest Rate Cap [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 3.85% | 3.50% | ||||
LIBOR [Member] | Lamar Station Plaza East Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 3.00% | |||||
LIBOR [Member] | Lamar Station Plaza East Loan [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 1.00% | |||||
LIBOR [Member] | Hollinswood Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 2.25% | |||||
LIBOR [Member] | Vista Shops at Golden Mile Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 2.50% | |||||
LIBOR [Member] | Brookhill Azalea Shopping Center Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 2.75% | |||||
Prime Rate [Member] | MVB Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument variable rate | 1.50% | |||||
[1] | For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.15%, as of September 30, 2020. | |||||
[2] | In June 2020, the Preferred Investor made additional capital contributions of approximately $2.9 million as described below under the heading “—Forbearance Agreements and Debt Amendments”. The Preferred Investor is entitled to a cumulative annual return of 13.0% on the additional contributions. | |||||
[3] | The outstanding balance includes approximately $2.0 million and $2.8 million of indebtedness as of September 30, 2020 and December 31, 2019, respectively, related to the Multiple Minimum Amount owed to the Preferred Investor as described below under the heading “—Basis Preferred Interest”. |
Note 5 - Debt - (Details Textua
Note 5 - Debt - (Details Textual) | Mar. 18, 2021USD ($) | Jul. 02, 2020USD ($) | Jun. 16, 2020USD ($)Capital | Apr. 20, 2020USD ($) | Dec. 27, 2019USD ($)SubsidiaryDerivative | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Apr. 30, 2020USD ($) | |||
Debt Instrument [Line Items] | ||||||||||||||||||
Preferred investor approval rights, Minimum amount of capital expenditure to be incurred | $ 250,000 | |||||||||||||||||
PPP loan, interest rate | 1.00% | |||||||||||||||||
Deferred financing costs, gross | $ 1,400,000 | $ 1,400,000 | $ 1,300,000 | |||||||||||||||
Deferred financing costs, net | 900,000 | 900,000 | 1,300,000 | |||||||||||||||
Debt discounts, gross | 1,400,000 | 1,400,000 | 1,300,000 | |||||||||||||||
Debt instrument net of discount | 1,100,000 | 1,100,000 | 1,300,000 | |||||||||||||||
Deferred financing costs, amortization expense | 200,000 | $ 0 | 700,000 | $ 0 | ||||||||||||||
Expenses related to fair value adjustments on derivatives | $ 3,000,000 | $ 0 | $ 700,000 | $ 0 | ||||||||||||||
2020 Real Estate Acquisitions [Member] | Lamar Station Plaza East [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Assumption of debt | $ 2,500,000 | |||||||||||||||||
2020 Real Estate Acquisitions [Member] | Lamar Station Plaza East [Member] | Loan Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maximum principal amount | $ 4,100,000 | |||||||||||||||||
Debt instrument payment terms | The loan was in default of the debt service coverage ratio (as defined in the loan agreement) upon the Company’s assumption of the loan agreement. | |||||||||||||||||
Subsequent Event [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Gains (losses) on modification of debt | $ 0 | |||||||||||||||||
MVB Revolver [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity Date | [1] | Dec. 27, 2021 | ||||||||||||||||
Interest Rate | [2] | 6.75% | 6.75% | |||||||||||||||
MVB Revolver [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt outstanding | $ 2,000 | $ 2,000 | ||||||||||||||||
MVB Term Loan [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity Date | Dec. 27, 2022 | |||||||||||||||||
Mortgages [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Outstanding mortgage indebtedness | $ 36,700,000 | 32,100,000 | ||||||||||||||||
PPP Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||||||
PPP Loan [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||||||
PPP Loan [Member] | Subsequent Event [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||||||
Second PPP Note [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||||||
PPP loan, interest rate | 1.00% | |||||||||||||||||
Broad Street Big First O P L L C | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of additional capital contribution from preferred investor | Capital | 2 | |||||||||||||||||
Preferred investor, additional capital contribution, treated as debt | $ 2,900,000 | |||||||||||||||||
LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 0.15% | |||||||||||||||||
Prime Rate [Member] | MVB Revolver [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 1.50% | |||||||||||||||||
Interest Rate Swap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of interest rate swap liability | 800,000 | $ 800,000 | 100,000 | |||||||||||||||
Interest Rate Swap [Member] | Accounts Payable and Accrued Expenses [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of interest rate swap liability | 800,000 | $ 800,000 | 100,000 | |||||||||||||||
Maximum [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument term defer payments of principal and interest. | 6 months | |||||||||||||||||
Maximum [Member] | Interest Rate Cap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of interest rate cap assets | 100,000 | $ 100,000 | 100,000 | |||||||||||||||
Maximum [Member] | Interest Rate Cap [Member] | Other Assets, Net [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value of interest rate cap assets | $ 100,000 | $ 100,000 | 100,000 | |||||||||||||||
Minimum [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument term defer payments of principal and interest. | 3 months | |||||||||||||||||
Basis Term Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Number of subsidiaries as borrowers entered in loan agreement | Subsidiary | 6 | |||||||||||||||||
Long-term debt outstanding | $ 63,800,000 | |||||||||||||||||
Maturity Date | Jan. 1, 2023 | Jan. 1, 2023 | ||||||||||||||||
Maturity date description | The Basis Term Loan matures on January 1, 2023, subject to two one-year extension options, subject to certain conditions. | |||||||||||||||||
Interest Rate | 6.125% | 6.125% | 6.125% | [2] | 6.125% | [2] | ||||||||||||
Preferred investor, additional capital contribution, treated as debt | $ 2,900,000 | $ 2,900,000 | ||||||||||||||||
Debt instrument net of discount | 904,000 | 904,000 | 1,118,000 | |||||||||||||||
Basis Term Loan [Member] | Broad Street Big First O P L L C | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Preferred investor, additional capital contribution, treated as debt | 2,400,000 | |||||||||||||||||
Preferred units remaining contributed capital | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||
Basis Term Loan [Member] | LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 3.85% | 3.85% | ||||||||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt amount | $ 66,900,000 | |||||||||||||||||
Debt instrument variable rate | 6.125% | |||||||||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 3.85% | 3.50% | ||||||||||||||||
Derivative variable rate | 3.50% | |||||||||||||||||
Debt instrument, effective interest rate | 3.50% | |||||||||||||||||
Basis Term Loan [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt amount | $ 66,900,000 | |||||||||||||||||
Basis Preferred Interest [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity Date | [3],[4] | Jan. 1, 2023 | ||||||||||||||||
Interest Rate | [2],[4],[5] | 14.00% | 14.00% | |||||||||||||||
Preferred investor, additional capital contribution, treated as debt | $ 2,900,000 | |||||||||||||||||
Preferred units, cumulative annual return | 13.00% | |||||||||||||||||
Debt instrument net of discount | $ 184,000 | $ 184,000 | 224,000 | |||||||||||||||
Basis Preferred Interest [Member] | 2021 Debt Agreements and Modifications [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from refinance to pay down outstanding balance | 800,000 | |||||||||||||||||
Payment of accrued interest | 200,000 | |||||||||||||||||
Contributed to escrow account | 900,000 | |||||||||||||||||
Basis Preferred Interest [Member] | Broad Street Big First O P L L C | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Preferred investor investment commitment amount | $ 10,700,000 | |||||||||||||||||
Preferred investor, capital contribution | $ 6,900,000 | |||||||||||||||||
Annual return percentage on initial capital contribution | 14.00% | |||||||||||||||||
Interest percentage on excess of commitment amount | 20.00% | |||||||||||||||||
Description on extended redemption date | December 31, 2023 and December 31, 2024 | |||||||||||||||||
Payment fee percentage, first extension option | 0.25% | |||||||||||||||||
Payment fee percentage, second extension option | 0.50% | |||||||||||||||||
Preferred Investor payments, description | Additionally, at the Redemption Date, the Preferred Investor is entitled to an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.4, less (b) the aggregate amount of Class A return payments made to the Preferred Investor (the “Minimum Multiple Amount”). | |||||||||||||||||
Basis Preferred Interest [Member] | Broad Street Big First O P L L C | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from refinance to pay down outstanding balance | $ 800,000 | |||||||||||||||||
Basis Preferred Interest [Member] | Broad Street Big First O P L L C | Class A Units [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest percentage in exchange of capital contribution | 1.00% | |||||||||||||||||
Basis Preferred Interest [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Preferred investor investment commitment amount | $ 10,700,000 | |||||||||||||||||
Basis Preferred Interest Minimum Multiple Amount [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt outstanding | 2,000,000 | $ 2,000,000 | 2,800,000 | |||||||||||||||
Basis Preferred Interest Minimum Multiple Amount [Member] | Broad Street Big First O P L L C | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt outstanding | $ 2,000,000 | 2,000,000 | $ 2,800,000 | |||||||||||||||
MVB Loan Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt outstanding | 6,500,000 | |||||||||||||||||
Loan agreement deposit requirement | $ 3,000,000 | |||||||||||||||||
Loan agreement deposit requirement default interest charges percentage | 1.00% | |||||||||||||||||
Amortization schedule period | 10-year | |||||||||||||||||
MVB Loan Agreement [Member] | MVB Revolver [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt outstanding | $ 2,000,000 | |||||||||||||||||
Maturity Date | Dec. 27, 2020 | Dec. 27, 2022 | ||||||||||||||||
Interest Rate | 6.75% | 6.75% | ||||||||||||||||
Debt instrument additional borrowing available | $ 0 | $ 0 | ||||||||||||||||
MVB Loan Agreement [Member] | MVB Revolver [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity Date | Dec. 27, 2022 | Dec. 27, 2021 | ||||||||||||||||
MVB Loan Agreement [Member] | MVB Term Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt outstanding | $ 4,500,000 | |||||||||||||||||
Maturity Date | Dec. 27, 2022 | |||||||||||||||||
Interest Rate | 6.75% | |||||||||||||||||
Debt instrument additional borrowing available | $ 0 | $ 0 | ||||||||||||||||
MVB Loan Agreement [Member] | MVB Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility, periodic payment required | $ 250,000,000 | |||||||||||||||||
MVB Loan Agreement [Member] | Prime Rate [Member] | MVB Revolver [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 1.50% | |||||||||||||||||
MVB Loan Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.30% | 1.30% | ||||||||||||||||
MVB Loan Agreement [Member] | Maximum [Member] | MVB Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||
MVB Loan Agreement [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||
Consolidated funded debt ratio | 8.00% | |||||||||||||||||
Funds available under other lines of credit | $ 5,000,000 | |||||||||||||||||
MVB Loan Agreement [Member] | Minimum [Member] | MVB Term Loan [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||
Funds available under other lines of credit | $ 3,000,000 | |||||||||||||||||
Hollinswood Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity date description | The deferred amounts for the Hollinswood mortgage loan are due in six equal monthly installments beginning in November 2020. | |||||||||||||||||
Hollinswood Loan [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity date description | The deferred amount for the Hollinswood mortgage is due in six equal monthly installments beginning November 2020. | |||||||||||||||||
Hollinswood Loan [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.40% | 1.40% | ||||||||||||||||
Hollinswood Loan [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||
Vista Mortgage | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.35% | 1.35% | ||||||||||||||||
Vista Mortgage | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||
Brookhill Mortgage | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.35% | 1.35% | ||||||||||||||||
Brookhill Mortgage | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||
Lamar Station Plaza East Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity Date | Jul. 17, 2021 | |||||||||||||||||
Interest Rate | [2] | 4.00% | 4.00% | |||||||||||||||
Debt instrument net of discount | $ 4,000 | $ 4,000 | ||||||||||||||||
Lamar Station Plaza East Loan [Member] | LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 3.00% | |||||||||||||||||
Lamar Station Plaza East Loan [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.25% | 1.25% | ||||||||||||||||
Lamar Station Plaza East Loan [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||
Lamar Station Plaza East Loan [Member] | Minimum [Member] | LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 1.00% | |||||||||||||||||
Other Capital Contribution [Member] | Broad Street Big First O P L L C | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Preferred investor, additional capital contribution, treated as debt | $ 500,000 | |||||||||||||||||
Preferred units, cumulative annual return | 13.00% | |||||||||||||||||
Vista Shops Mortgage Loan [Member] | 2021 Debt Agreements and Modifications [Member] | Subsequent Event [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Long-term debt amount | $ 8,900,000 | |||||||||||||||||
Maturity Date | Jun. 30, 2023 | |||||||||||||||||
Interest Rate | 3.83% | |||||||||||||||||
Proceeds from refinance to pay down outstanding balance | $ 1,900,000 | |||||||||||||||||
Maximum principal amount | $ 11,700,000 | |||||||||||||||||
Hollinswood Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Maturity Date | Dec. 1, 2024 | |||||||||||||||||
Interest Rate | [2] | 4.06% | 4.06% | |||||||||||||||
Hollinswood Loan [Member] | COVID-19 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument term defer payments of principal and interest. | 6 months | |||||||||||||||||
Hollinswood Loan [Member] | LIBOR [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument variable rate | 2.25% | |||||||||||||||||
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 | $ 10,200,000 | |||||||||||||||||
Interest Rate | 4.06% | 4.06% | ||||||||||||||||
Debt instrument additional borrowing available | $ 3,000,000 | |||||||||||||||||
Number of derivatives held | Derivative | 2 | |||||||||||||||||
[1] | In March 2021, the Company entered into a one-year extension on the MVB Revolver as described below under the heading “—Forbearance Agreements and Debt Amendments”. | |||||||||||||||||
[2] | For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.15%, as of September 30, 2020. | |||||||||||||||||
[3] | If the Basis Term Loan is paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP will mature at that time. | |||||||||||||||||
[4] | The outstanding balance includes approximately $2.0 million and $2.8 million of indebtedness as of September 30, 2020 and December 31, 2019, respectively, related to the Multiple Minimum Amount owed to the Preferred Investor as described below under the heading “—Basis Preferred Interest”. | |||||||||||||||||
[5] | In June 2020, the Preferred Investor made additional capital contributions of approximately $2.9 million as described below under the heading “—Forbearance Agreements and Debt Amendments”. The Preferred Investor is entitled to a cumulative annual return of 13.0% on the additional contributions. |
Note 6 - Commitments and Cont_2
Note 6 - Commitments and Contingencies (Details Textual) $ in Millions | 6 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($)Merger | Sep. 30, 2020USD ($)Mergershares | |
COVID-19 [Member] | ||
Commitments And Contingencies [Line Items] | ||
Deferred contractual revenue | $ | $ 0.4 | $ 0.4 |
Deferred contractual revenue waived | $ | $ 0.3 | |
Weighted average payback period of deferred rent | 7 months | |
MedAmerica Properties Inc. [Member] | ||
Commitments And Contingencies [Line Items] | ||
Number of pending mergers | Merger | 6 | 6 |
MedAmerica Properties Inc. [Member] | Common Stock [Member] | ||
Commitments And Contingencies [Line Items] | ||
Equity interest issued as consideration for the mergers | shares | 10,400,779 | |
MedAmerica Properties Inc. [Member] | OP units [Member] | ||
Commitments And Contingencies [Line Items] | ||
Equity interest issued as consideration for the mergers | shares | 573,529 |
Note 7 - Equity (Details Textua
Note 7 - Equity (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2020 | Jul. 31, 2020 | Jan. 16, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Class Of Stock [Line Items] | ||||||
Common stock, shares issued | 22,471,479 | 21,587,336 | ||||
Awards outstanding | 70,000 | 0 | ||||
2020 Equity Incentive Plan [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares available for issuance | 3,620,000 | |||||
Awards outstanding | 0 | |||||
2020 Equity Incentive Plan [Member] | Subsequent Event [Member] | Restricted Shares [Member] | Directors [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock granted | 153,200 | |||||
Compensation expense | $ 0.1 | |||||
weighted average period of recognition | 1 year | |||||
Operating Partnership [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Operating partnership percentage | 88.80% | |||||
Percentage of collectively owned in operating partnership by investors | 11.20% | |||||
Lamar Station Plaza East [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares issued | 884,143 |
Note 7 - Equity - Summary of Op
Note 7 - Equity - Summary of Option Awards (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Underlying Options | 70,000 | |
MedAmerica [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Underlying Options | 70,000 | 70,000 |
Weighted Average Exercise Price Per Share | $ 7.71 | $ 7.71 |
Weighted Average Remaining Contractual Life | 2 years 3 days | 2 years 9 months 3 days |
Note 8 - Revenues - Summary of
Note 8 - Revenues - Summary of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Rental income | $ 4,291 | $ 12,082 | ||
Sublease income | 8 | $ 15 | 24 | $ 41 |
Total Out of Scope of Topic 606 revenue | 4,299 | 15 | 12,106 | 41 |
Total revenues | 5,232 | 1,660 | 14,541 | 4,856 |
Accounting Standards Update 2014-09 [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 933 | 1,645 | 2,435 | 4,815 |
Leasing Commissions [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 534 | 947 | 1,349 | 2,916 |
Property and Asset Management Fees [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 188 | 411 | 530 | 1,213 |
Engineering Services [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 83 | 130 | 224 | 395 |
Guaranty Fees [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 8 | 23 | ||
Development Fees [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 92 | 49 | 273 | 168 |
Equity Fees [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | $ 100 | 4 | $ 100 | |
Sales Commissions [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | $ 36 | $ 55 |
Note 8 - Revenues - Summary o_2
Note 8 - Revenues - Summary of Minimum Cash Rental Payments Due in Future Periods Under Executed Non-cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Lessor Operating Lease Payments Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | $ 2,969 |
2021 | 12,278 |
2022 | 12,063 |
2023 | 11,355 |
2024 | 9,324 |
2025 | 7,694 |
Thereafter | 20,418 |
Total | $ 76,101 |
Note 9 - Earnings Per Share (De
Note 9 - Earnings Per Share (Details Textual) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Common stock conversion basis | one-for-one basis |
Note 9 - Earnings Per Share - S
Note 9 - Earnings Per Share - Schedule of Computation of Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net loss | $ (1,902) | $ (2,483) | $ (2,436) | $ (846) | $ (432) | $ (725) | $ (6,821) | $ (2,003) |
Plus: Net loss attributable to noncontrolling interest | 272 | $ 846 | 1,002 | $ 2,003 | ||||
Net loss attributable to common stockholders | $ (1,630) | $ (5,819) | ||||||
Weighted average shares outstanding | ||||||||
Basic weighted-average common shares | 22,462 | 21,881 | ||||||
Diluted weighted-average common shares | 22,462 | 21,881 | ||||||
Net loss per common share- basic and diluted | $ (0.07) | $ (0.27) |
Note 10 - Fair Value of Finan_2
Note 10 - Fair Value of Financial Instruments (Details Textual) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Variable Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value | $ 97,300,000 | $ 93,800,000 |
Fixed Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value | 22,000,000 | 17,200,000 |
Debt instrument, estimated fair value | 21,400,000 | 17,200,000 |
Interest Rate Swap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of interest rate swap liability | 800,000 | 100,000 |
Maximum [Member] | Interest Rate Cap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of interest rate cap assets | $ 100,000 | $ 100,000 |
Note 11 - Taxes (Details Textua
Note 11 - Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ (641) | $ (2,194) |
Effective tax rate | 24.00% | 24.00% |
Note 12 - Related Party Transac
Note 12 - Related Party Transactions - (Details Textual) | Dec. 27, 2020Mergershares | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||||||
Receivables due from related parties | $ | $ 500,000 | $ 500,000 | $ 300,000 | ||||
Revenue from related parties | $ | $ 400,000 | $ 1,200,000 | |||||
Number of properties to be acquired | property | 6 | 6 | |||||
Ground Rental Revenue [Member] | Cromwell Field Shopping Center [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenues | $ | $ 36,000 | $ 100,000 | |||||
BBL Property [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership interest percentage | 0.00% | 0.00% | |||||
Broad Street Entities [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of Mergers Remaining | Merger | 6 | ||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity interest issued as consideration for the mergers | 2,004,146 | ||||||
Remaining equity interest issued as consideration for the mergers | 547,513 | ||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | OP units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity interest issued as consideration for the mergers | 420,523 | ||||||
Remaining equity interest issued as consideration for the mergers | 136,213 | ||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity interest issued as consideration for the mergers | 2,004,146 | ||||||
Remaining equity interest issued as consideration for the mergers | 547,513 | ||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | OP units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity interest issued as consideration for the mergers | 856,805 | ||||||
Remaining equity interest issued as consideration for the mergers | 136,213 | ||||||
Alexander Topchy [Member] | Broad Street Entities [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity interest issued as consideration for the mergers | 96,281 | ||||||
Remaining equity interest issued as consideration for the mergers | 43,001 | ||||||
Alexander Topchy [Member] | Broad Street Entities [Member] | OP units [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity interest issued as consideration for the mergers | 48,320 | ||||||
Remaining equity interest issued as consideration for the mergers | 14,338 | ||||||
Daniel J.W. Neal [Member] | Broad Street Entities [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity interest issued as consideration for the mergers | 521,996 | ||||||
Remaining equity interest issued as consideration for the mergers | 361,127 | ||||||
Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of management fee | 4.00% | ||||||
Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of management fee | 3.00% | ||||||
Timbergate Ventures, LLC [Member] | Thomas M. Yockey [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party consulting agreement term | 2 years | ||||||
Related party consulting fees | $ | $ 200,000 | ||||||
Related party general and administrative expenses | $ | $ 50,000 | 150,000 | |||||
Shulman Rogers LLP [Member] | Maximum [Member] | Samuel M. Spiritos [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party legal fees | $ | 100,000 | $ 100,000 | 100,000 | $ 100,000 | |||
Other Assets, Net [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Receivables due from related parties | $ | 200,000 | 200,000 | |||||
Other Assets, Net [Member] | Due from Properties Managed by Company [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Receivables due from related parties | $ | 500,000 | ||||||
Payables Due to Related Parties [Member] | Due to Properties Managed by Company [Member] | Borrowed by Company for Working Capital [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payables due to related parties | $ | 700,000 | 700,000 | 1,100,000 | ||||
Accounts Payable and Accrued Expenses [Member] | BSR [Member] | Thomas M. Yockey [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consideration to be paid in exchange for repurchasing ownership interest | $ | $ 1,500,000 | ||||||
Consideration paid in exchange for repurchasing ownership interest | $ | $ 1,000,000 | ||||||
Consideration payable in exchange for repurchasing ownership interest | $ | $ 500,000 | $ 500,000 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) | 1 Months Ended |
Dec. 31, 2020shares | |
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | Restricted Shares [Member] | Directors [Member] | |
Subsequent Event [Line Items] | |
Common stock granted | 153,200 |