Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 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, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | N/A | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,884,411 | |
Document Fiscal Year Focus | 2021 | |
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 | Yes | |
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, 2021 | Dec. 31, 2020 |
Real estate properties | ||
Land | $ 46,164 | $ 38,458 |
Building and improvements | 149,246 | 122,988 |
Intangible lease assets | 29,637 | 20,619 |
Construction in progress | 638 | 2,951 |
Less accumulated depreciation and amortization | (19,369) | (10,535) |
Total real estate properties, net | 206,316 | 174,481 |
Cash and cash equivalents | 2,388 | 4,105 |
Restricted cash | 8,626 | 5,878 |
Accounts receivable, net of allowance of $52 and $523, respectively | 2,014 | 2,224 |
Other assets, net | 4,522 | 4,738 |
Total Assets | 223,866 | 191,426 |
Liabilities | ||
Mortgage and other indebtedness, net | 157,361 | 122,060 |
Accounts payable and accrued liabilities | 10,292 | 10,486 |
Unamortized intangible lease liabilities, net | 2,579 | 2,381 |
Payables due to related parties | 4 | 660 |
Deferred tax liabilities | 8,627 | 11,853 |
Deferred revenue | 571 | 502 |
Total liabilities | 179,434 | 147,942 |
Commitments and contingencies | ||
Equity | ||
Preferred Stock, $0.01 par value, 20,000 shares authorized, 500 shares outstanding at September 30, 2021 and December 31, 2020 | ||
Common stock, $0.01 par value. Authorized 50,000,000 shares; 29,039,222 and 22,624,679 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 290 | 225 |
Additional paid in capital | 62,618 | 54,622 |
Accumulated deficit | (16,262) | (10,035) |
Total Broad Street Realty, Inc. stockholders' equity | 46,646 | 44,812 |
Noncontrolling interest | (2,214) | (1,328) |
Total equity | 44,432 | 43,484 |
Total Liabilities and Equity | $ 223,866 | $ 191,426 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for accounts receivables | $ 52 | $ 523 |
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 | 29,039,222 | 22,624,679 |
Common stock, shares outstanding | 29,039,222 | 22,624,679 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Rental income | $ 5,875 | $ 4,291 | $ 14,629 | $ 12,082 |
Total revenues | 7,007 | 5,232 | 17,623 | 14,541 |
Operating Expenses | ||||
Cost of services | 557 | 379 | 1,346 | 968 |
Depreciation and amortization | 3,426 | 2,497 | 8,415 | 7,478 |
Property operating | 1,426 | 936 | 3,873 | 2,794 |
Bad debt expense (recoveries) | (31) | 45 | 15 | 210 |
General and administrative | 2,781 | 2,201 | 7,844 | 6,356 |
Total operating expenses | 8,159 | 6,058 | 21,493 | 17,806 |
Operating loss | (1,152) | (826) | (3,870) | (3,265) |
Other income (expense) | ||||
Interest and other income | 1 | 2 | 8 | 50 |
Derivative fair value adjustment | 50 | 3 | 261 | (701) |
Interest expense | (2,387) | (1,722) | (7,346) | (4,913) |
Gain on extinguishment of debt | 773 | 1,530 | ||
Other expense | (12) | (186) | ||
Total other income (expense) | (1,563) | (1,717) | (5,559) | (5,750) |
Income tax benefit | 673 | 641 | 2,316 | 2,194 |
Net loss | (2,042) | (1,902) | (7,113) | (6,821) |
Plus: Net loss attributable to noncontrolling interest | 222 | 272 | 886 | 1,002 |
Net loss attributable to common stockholders | $ (1,820) | $ (1,630) | $ (6,227) | $ (5,819) |
Net loss attributable to common stockholders per share | ||||
Basic and diluted | $ (0.06) | $ (0.07) | $ (0.25) | $ (0.27) |
Weighted average shares outstanding | 28,825,677 | 22,461,869 | 25,399,433 | 21,880,975 |
Commissions [Member] | ||||
Revenues | ||||
Revenues | $ 854 | $ 570 | $ 2,060 | $ 1,404 |
Management and Other Fees [Member] | ||||
Revenues | ||||
Revenues | $ 278 | $ 371 | $ 934 | $ 1,055 |
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, 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 | ||||
Beginning balance at Dec. 31, 2020 | 43,484 | $ 225 | 54,622 | (10,035) | (1,328) | |
Beginning balance (in shares) at Dec. 31, 2020 | 500 | 22,624,679 | ||||
Stock-based compensation | 21 | 21 | ||||
Tax effect of change in ownership percentage of OP | (16) | (16) | ||||
Net loss | (1,942) | (1,677) | (265) | |||
Ending balance at Mar. 31, 2021 | 41,547 | $ 225 | 54,627 | (11,712) | (1,593) | |
Ending balance (in shares) at Mar. 31, 2021 | 500 | 22,624,679 | ||||
Beginning balance at Dec. 31, 2020 | 43,484 | $ 225 | 54,622 | (10,035) | (1,328) | |
Beginning balance (in shares) at Dec. 31, 2020 | 500 | 22,624,679 | ||||
Net loss | (7,113) | |||||
Ending balance at Sep. 30, 2021 | 44,432 | $ 290 | 62,618 | (16,262) | (2,214) | |
Ending balance (in shares) at Sep. 30, 2021 | 500 | 29,039,222 | ||||
Beginning balance at Mar. 31, 2021 | 41,547 | $ 225 | 54,627 | (11,712) | (1,593) | |
Beginning balance (in shares) at Mar. 31, 2021 | 500 | 22,624,679 | ||||
Issuance of common stock | 7,860 | $ 63 | 7,797 | |||
Issuance of common stock (in shares) | 6,331,162 | |||||
Grants of restricted stock (in shares) | 90,517 | |||||
Shares surrendered for taxes upon vesting | (21) | (21) | ||||
Shares surrendered for taxes upon vesting (in shares) | (7,136) | |||||
Issuance of warrants | 22 | 22 | ||||
Stock-based compensation | 123 | $ 2 | 121 | |||
Tax effect of change in ownership percentage of OP | (4) | (4) | ||||
Net loss | (3,129) | (2,730) | (399) | |||
Ending balance at Jun. 30, 2021 | 46,398 | $ 290 | 62,542 | (14,442) | (1,992) | |
Ending balance (in shares) at Jun. 30, 2021 | 500 | 29,039,222 | ||||
Stock-based compensation | 76 | 76 | ||||
Net loss | (2,042) | (1,820) | (222) | |||
Ending balance at Sep. 30, 2021 | $ 44,432 | $ 290 | $ 62,618 | $ (16,262) | $ (2,214) | |
Ending balance (in shares) at Sep. 30, 2021 | 500 | 29,039,222 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (7,113) | $ (6,821) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Income tax benefit | (2,316) | (2,194) |
Depreciation and amortization | 9,006 | 7,850 |
Minimum return on preferred interests | 45 | (735) |
Gain on extinguishment of debt | (1,530) | |
Straight-line rent receivable | (291) | (859) |
Straight-line rent liability | (22) | 14 |
Stock-based compensation | 220 | |
Change in fair value of derivatives | (261) | 701 |
Bad debt expense | 15 | 210 |
Write-off of pre-acquisition costs | 150 | |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable | 479 | (1,087) |
Other assets | (110) | 131 |
Receivables due from related parties | (19) | 14 |
Accounts payable and accrued liabilities | (1,871) | (1,035) |
Payables due to related parties | (6) | (12) |
Deferred revenues | (220) | (102) |
Net cash used in operating activities | (3,994) | (3,775) |
Cash flows from investing activities | ||
Acquisitions of real estate, net of cash and restricted cash received | 2,470 | (2,044) |
Capitalized pre-acquisition costs, net of refunds | 120 | |
Capital expenditures for real estate | (2,067) | (2,357) |
Net cash provided by (used in) investing activities | 403 | (4,281) |
Cash flows from financing activities | ||
Borrowings under debt agreements | 17,960 | 5,966 |
Repayments under debt agreements | (12,734) | (3,087) |
Offering costs | (1) | |
Taxes remitted upon vesting of restricted stock | (21) | |
Debt origination and discount fees | (731) | (95) |
Proceeds from related parties | 671 | 1,139 |
Payments to related parties | (523) | (1,223) |
Net cash provided by financing activities | 4,622 | 2,699 |
Increase (decrease) in cash, cash equivalents, and restricted cash | 1,031 | (5,357) |
Cash, cash equivalents and restricted cash at beginning of period | 9,983 | 11,595 |
Cash, cash equivalents and restricted cash at end of period | 11,014 | 6,238 |
Supplemental Cash Flow Information | ||
Interest paid | 6,029 | 4,290 |
Taxes paid, net of refunds | (171) | 322 |
Accrued acquisition costs | 560 | |
Accrued offering costs | 457 | 457 |
Accrued capital expenditures for real estate | 346 | |
Accrued pre-acquisition costs | 91 | 108 |
Supplemental disclosure of non-cash investing and financing activities | ||
Acquisition of real estate and other net assets | (39,552) | (4,101) |
Common shares issued in mergers | 8,038 | 1,583 |
Debt assumed in mergers | 31,514 | 2,518 |
Forgiveness of Paycheck Protection Program loan | 1,530 | |
Reconciliation of cash and cash equivalents and restricted cash: | ||
Cash and cash equivalents | 2,388 | 3,405 |
Restricted cash | 8,626 | 2,833 |
Cash, cash equivalents and restricted cash at end of period | $ 11,014 | $ 6,238 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
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, street retail-based properties and mixed-use assets in the Mid-Atlantic and Denver, Colorado markets. As of September 30, 2021, the Company had real estate assets of $225.7 million, gross, in 14 real estate properties. In addition, the Company provides commercial real estate brokerage services for its own portfolio and third-party office, industrial and retail operators and tenants. The Company is structured as an “Up-C” corporation with substantially all of its operations conducted through Broad Street Operating Partnership, LP (the “Operating Partnership”) and its direct and indirect subsidiaries. As of September 30, 2021, the Company owned 91.1% 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). 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 Broad Street Realty, LLC (“BSR”), Broad Street Ventures, LLC (“BSV”) and each of the 17 separate entities that owned the properties acquired by the Company in the Initial Mergers (as defined below) and to be acquired in the additional Mergers (as defined below) (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 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 Company closed three additional Mergers whereby it acquired the Highlandtown Village Shopping Center, Cromwell Field Shopping Center and Spotswood Valley Square Shopping Center on May 21, 2021, May 26, 2021, and June 4, 2021, respectively. On October 6, 2021, the Company closed on one Merger whereby it acquired The Shops at Greenwood Village. 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 28,744,641 shares of common stock and 2,827,904 OP units to prior investors in the Broad Street Entities party to the Mergers. In addition, certain prior investors in the Broad Street Entities received an aggregate of approximately $1.9 million in cash as a portion of the consideration for the Mergers. As of the date of the issuance of these financial statements, there are two Mergers that have not been completed. The Company expects to issue an aggregate of 1,317,055 shares of common stock and 573,529 OP units as consideration for the additional Mergers as agreed to in the Merger Agreements. Until the closing of the remaining Mergers, the Company will continue to manage these two properties and receive management fees. Liquidity and Management’s Plan The Company’s properties are located in areas that have been subject to shelter-in-place orders and restrictions on the types of businesses that may 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 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 limited operations among its tenants, 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. Throughout the COVID-19 pandemic, the Company put into place actions to improve its financial position and maximize liquidity, as described further in “Note 1 —Liquidity and Management’s Plan” to the Company’s financial statements included in its 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021. The Company’s contractual rent collections have generally returned to pre-COVID results, and the Company continues to maintain ongoing communications and work with its tenants to collect prior deferred rent and to monitor any additional disruptions to their business. The Company’s projected operating model reflects sufficient cash flow to cover its obligations over the next twelve months, except as noted below. The Company’s financing is generally comprised of mortgages secured by the Company’s properties that typically mature within three to five years of origination. The Company is currently in contact with lenders and brokers in the marketplace to restructure its debt. Specifically, the Company has two mortgage loans and a Based on the scenario described above, the Company believes that it is probable that it will be able to generate sufficient liquidity to satisfy its obligations over the next twelve months. |
Note 2 - Accounting Policies an
Note 2 - Accounting Policies and Related Matters | 9 Months Ended |
Sep. 30, 2021 | |
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 and the rules and regulations of the SEC applicable to interim reports. 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 unaudited 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, 2020, included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on April 15, 2021. 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, 2020, included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on April 15, 2021. During the nine months ended September 30, 2021, there were no material changes to these policies except as noted below. 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 December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. The Company adopted this guidance on January 1, 2021. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements. 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 August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 740-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, that simplifies the accounting for convertible instruments and simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. The guidance also provides clarifications to improve the consistency of earnings per share calculations and requires new disclosures regarding convertible instruments. The Company early adopted this guidance on January 1, 2021. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Note 3 - Real Estate
Note 3 - Real Estate | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Real Estate | Note 3 – Real Estate 2021 Real Estate Acquisitions On May 21, 2021, the Company completed the Merger to acquire Highlandtown Village Shopping Center. Total consideration for the property included the issuance of 1,749,008 shares of common stock and approximately $0.2 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed approximately $5.5 million of indebtedness secured by the property. On May 26, 2021, the Company completed the Merger to acquire Cromwell Field Shopping Center. Total consideration for the property included the issuance of 2,092,657 shares of common stock, the payment of approximately $0.5 million in cash to the prior investors, and approximately $0.4 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed approximately $13.65 million of indebtedness secured by the property. The Company previously acquired the fee-simple interest in the land that the Cromwell Field Shopping Center is located on under a leasehold interest and terminated the ground lease upon completion of the Merger. On June 4, 2021, the Company completed the Merger to acquire Spotswood Valley Square Shopping Center. Total consideration for the property included the issuance of 2,489,497 shares of common stock, the payment of approximately $0.4 million in cash to the prior investors, and approximately $0.3 million of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition. The Company assumed approximately $12.4 million of mortgage secured by the property. The following table provides additional information regarding the total consideration paid for the three properties acquired during the second quarter of 2021 (dollars in thousands). Cash paid to prior owners $ 840 Value of common shares issued 8,038 Prior owner debt and preferred equity paid off at closing 400 Settlement of notes payable owed to properties (700 ) Transaction costs 905 Cash acquired in acquisitions (1,334 ) Total Cost of Acquisitions $ 8,149 The following table reflects the relative fair value of assets acquired and liabilities assumed related to the three properties acquired by the Company during the second quarter of 2021 (dollars in thousands). Land $ 7,707 Building 15,162 Building and site improvements 6,381 Intangible lease assets 9,018 Total real estate assets acquired 38,268 Other assets 3,074 Deferred tax assets 1,117 Total assets acquired 42,459 Accounts payable and accrued expenses (1,813 ) Intangible lease liabilities (983 ) Assumed mortgage indebtedness (31,514 ) Total liabilities assumed (34,310 ) Assets acquired net of liabilities assumed $ 8,149 On October 6, 2021, the Company completed the Merger to acquire The Shops at Greenwood Village. Total consideration for the property included the issuance of 2,752,568 shares of common stock, the payoff of approximately $20.2 million of the prior owner’s debt and preferred equity, the payment of approximately $0.1 million in cash to the prior investors and approximately $0.4 million — Mortgage Indebtedness”. 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, 2021, which includes rental income for the nine months ended September 30, 2021 and 2020 (dollars in thousands). Rental income for the nine months ended September 30, Location Number of Properties Gross Real Estate Assets at September 30, 2021 Percentage of Total Real Estate Assets at September 30, 2021 2021 2020 Maryland ( 1) 6 $ 101,455 45.0 % $ 7,342 $ 6,072 Virginia 5 82,764 36.7 % 4,456 3,631 Pennsylvania 1 26,972 11.9 % 1,909 1,753 Washington D.C. 1 8,393 3.7 % 423 514 Colorado 1 6,101 2.7 % 499 112 14 $ 225,685 100.0 % $ 14,629 $ 12,082 (1) Rental income for the nine months ended September 30, 2021 and 2020 includes less than $0.1 million and approximately $0.1 million, respectively, of ground rental revenue under the ground lease for the parcel of land acquired in January 2020. The ground lease was terminated upon the completion of the Cromwell Field Shopping Center Merger on May 26, 2021. |
Note 4 - Intangibles
Note 4 - Intangibles | 9 Months Ended |
Sep. 30, 2021 | |
Schedule Of Intangible Assets And Liabilities [Abstract] | |
Intangibles | Note 4 – Intangibles The following is a summary of the carrying amount of the Company’s intangible assets and liabilities as of September 30, 2021 and December 31, 2020 (dollars in thousands). September 30, 2021 December 31, 2020 Assets: Above-market leases $ 4,065 $ 2,661 Above-market leases accumulated amortization (970 ) (504 ) In-place leases 25,572 17,958 In-place leases accumulated amortization (8,475 ) (4,841 ) Total net real estate intangible assets $ 20,192 $ 15,274 Liabilities Below-market leases 4,273 3,290 Below-market leases accumulated amortization (1,694 ) (909 ) Total net real estate intangible liabilities $ 2,579 $ 2,381 For the three and nine months ended September 30, 2021, the Company’s net amortization related to intangibles was approximately $1.5 million and $3.3 million, respectively. For the three and nine months ended September 30, 2020, the Company’s net amortization related to intangibles was approximately $1.1 million and $3.3 million, respectively. The following table represents expected amortization of existing real estate intangible assets and liabilities as of September 30, 2021 (dollars in thousands): Amortization of in-place leases Amortization of above-market leases Amortization of below-market leases Total amortization, net Remainder of 2021 $ 1,548 $ 197 $ (330 ) $ 1,415 2022 5,515 763 (1,171 ) 5,107 2023 3,609 660 (542 ) 3,727 2024 2,263 465 (316 ) 2,412 2025 1,393 347 (111 ) 1,629 2026 999 223 (41 ) 1,181 Thereafter 1,770 440 (68 ) 2,142 Total $ 17,097 $ 3,095 $ (2,579 ) $ 17,613 The Company amortizes the value of in-place leases to amortization expense, the value of above-market leases as a reduction of rental income and the value of below-market leases as an increase to rental income over the initial term of the respective leases. |
Note 5 - Other Assets
Note 5 - Other Assets | 9 Months Ended |
Sep. 30, 2021 | |
Other Assets Unclassified [Abstract] | |
Other Assets | Note 5 - Other Assets Items included in other assets, net on the Company’s consolidated balance sheets as of September 30, 2021 and December 31, 2020 are detailed in the table below (dollars in thousands): September 30, 2021 December 31, 2020 Prepaid assets and deposits $ 1,799 $ 1,662 Straight-line rent receivable 1,177 885 Right-of-use assets, net 945 1,287 Pre-acquisition costs 293 519 Other receivables, net of allowance of $78 and $82 181 59 Corporate property, net 76 107 Receivables due from related parties 42 206 Lease incentives 8 12 Interest rate cap asset 1 1 $ 4,522 $ 4,738 Receivables due from related parties as of September 30, 2021 and December 31, 2020 are described further in Note 13 “Related Party Transactions”. |
Note 6 - Mortgage and Other Ind
Note 6 - Mortgage and Other Indebtedness | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Mortgage and Other Indebtedness | Note 6 – Mortgage and Other Indebtedness The table below details the Company’s debt balance at September 30, 2021 and December 31, 2020 (dollars in thousands): Maturity Date Rate Type Interest Rate (1) September 30, 2021 December 31, 2020 Basis Term Loan (net of discount of $466 and $745, respectively) January 1, 2023 Floating (2) 6.125% $ 66,718 $ 66,439 Basis Preferred Interest (net of discount of $94 and $150, respectively) (3) January 1, 2023 (4) Fixed 14.00% (5) 9,741 11,434 MVB Term Loan December 27, 2022 Fixed 6.75% 4,022 4,277 MVB Revolver December 27, 2022 Floating (6) 6.75% 1,439 2,000 Hollinswood Loan December 1, 2024 LIBOR + (7) 4.06% 13,146 11,670 Avondale Shops Loan June 1, 2025 Fixed 4.00% 3,125 3,205 Vista Shops at Golden Mile Loan (net of discount of $45 and $0, respectively) (8) June 24, 2023 Fixed 3.83% 11,655 8,902 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 2.83% 9,136 9,432 Lamar Station Plaza East Loan (net of discount of $12 and $7, respectively) July 17, 2022 (9) LIBOR + (10) 4.00% 3,504 3,446 Cromwell Land Loan (net of discount of $0 and $10, respectively) (11) January 10, 2023 Fixed 6.75% - 1,415 First Paycheck Protection Program Loan April 20, 2022 (12) Fixed 1.00% - 757 Second Paycheck Protection Program Loan March 18, 2026 (13) Fixed 1.00% - - Lamont Street Preferred Interest (net of discount of $76) (14) September 30, 2023 Fixed 13.50% 4,621 - Highlandtown Village Shopping Center Loan (net of discount of $54) May 6, 2023 Fixed 4.13% 5,393 - Cromwell Field Shopping Center Loan (net of discount of $185) November 15, 2022 LIBOR + (15) 5.90% 12,208 - Cromwell Field Shopping Center Mezzanine Loan (net of discount of $23) November 15, 2022 Fixed 10.00% 1,507 - Spotswood Valley Square Shopping Center Loan (net of discount of $110) July 6, 2023 Fixed 4.82% 12,161 - $ 158,376 $ 122,977 Unamortized deferred financing costs (1,015 ) (917 ) Total Mortgage and Other Indebtedness $ 157,361 $ 122,060 (1) For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.08%, as of September 30, 2021. (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 $1.0 — Basis Preferred Interest”. (4) ( 5 ) — Basis Preferred Interest” . ( 6 ) The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%. ( 7 ) The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06%. ( 8 ) The Company completed the refinance of this loan in March 2021 as described below under the heading “ — Mortgage Indebtedness”. ( 9 ) In July 2021, the Company entered into a modification to the Lamar Station Plaza East loan to extend the maturity date to July 2022 — Mortgage Indebtedness ( 10 ) 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%. ( 1 1 ) The Company paid off the remaining principal balance of the Cromwell land loan during the second quarter of 2021. ( 1 2 ) During the first quarter of 2021, the Company received forgiveness for its PPP Loan (as defined below) as described below under the heading “ —PPP Loans”. (1 3 ) —PPP Loans”. ( 1 4 ) — Lamont Street Preferred Interest”. ( 1 5 ) Basis Term Loan In December 2019, six of the Company’s subsidiaries, as borrowers (collectively, the “Borrowers”), and Big Real Estate Finance I, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC, as lender (the “Basis Lender”), entered into a loan agreement (the “Basis Loan Agreement”) pursuant to which the Basis Lender made a senior secured term loan of up to $66.9 million (the “Basis Term Loan”) to the Borrowers. Pursuant to the Basis Loan Agreement, the Basis Term Loan is secured by mortgages on the following properties: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. The Basis Term Loan matures on January 1, 2023, subject to two one-year extension options, subject to certain conditions. 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, 2021, the interest rate of the Basis Term Loan was 6.125 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, which gives the Basis Lender the right to institute a cash management period until the trigger is cured. A debt service coverage ratio below 1.05x for two consecutive calendar quarters gives the Basis Lender the right to remove the Company as manager of the properties. The Company was in compliance with debt service coverage calculation for the twelve months ended September 30, 2021. Basis Preferred Interest In December 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, 2021, 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 certain conditions, including the payment of a fee equal to 0.25 % of the Preferred Investor’s net invested capital for the first extension option and a fee of 0.50 % of the Preferred Investor’s net invested capital for the second extension option. If the redemption price is paid on or before the Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by the Preferred Investor, (b) all accrued but unpaid Class A Return, (c) all accrued but unpaid Enhanced Class A Return and (d) all costs and other expenses incurred by the Preferred Investor in connection with the enforcement of its rights under the Sub-OP Operating Agreement. Additionally, at the Redemption Date, the Preferred Investor is entitled to an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.4, less (b) the aggregate amount of Class A return payments made to the Preferred Investor (the “Minimum Multiple Amount”). As of September 30 , 202 1 and December 31, 20 20 , the Minimum Multiple Amount was approximately $ million and $ million, respectively, which is included as indebtedness on the consolidated balance sheet. 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 “—Mortgage Indebtedness,” the Company repaid approximately $0.75 million of these funds with the proceeds from the Vista mortgage refinance. Additionally, approximately $0.3 million of availability under the capital contributions was returned to the Preferred Investor and is no longer available to the Company. On October 1, 2021, approximately $1.0 million of availability under the capital contributions was returned to the Preferred Investor and is no longer available to the Company. As of the date of these consolidated financial statements, there is no remaining availability to the Company from these capital contributions. MVB Loan In December 2019, the Company, the Operating Partnership and BSR entered into a loan agreement (the “MVB Loan Agreement”) with MVB Bank, Inc. (“MVB”) with respect to a $6.5 million loan consisting of a $4.5 million term loan (the “MVB Term Loan”) and a $2.0 million revolving credit facility (the “MVB Revolver”). The MVB Term Loan 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 The Company has no additional availability under the MVB Term Loan and the MVB Revolver as of September 30, 2021. 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. 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 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 Lamont Street Preferred Interest In connection with the closing of the Highlandtown and Spotswood Mergers on May 21, 2021 and June 4, 2021, Lamont Street Partners LLC (“Lamont Street”) contributed an aggregate of $3.9 million in exchange for a 1.0% preferred membership interest in BSV Highlandtown Investors LLC (“BSV Highlandtown”) and BSV Spotswood Investors LLC (“BSV Spotswood”) designated as Class A units. Lamont Street is entitled to a cumulative annual return of 13.5% (the “Lamont Street Class A Return”), of which 10.0% is paid current and 3.5% is accrued. Lamont Street’s interests must be redeemed on or before September 30, 2023 (the “Lamont Street Redemption Date”). The Lamont Street Redemption Date may be extended to September 30, 2024 and September 30, 2025 , in each case subject to certain conditions, including the payment of a fee equal to 0.25 % of Lamont Street’s net invested capital for the first extension option and a fee of 0.50 % of Lamont Street’s net invested capital for the second extension option. If the redemption price is paid on or before the Lamont Street Redemption Date, then the redemption price will be equal to (a) all unreturned capital contributions made by Lamont Street, (b) all accrued but unpaid Lamont Street Class A Return, and ( c ) all costs and other expenses incurred by Lamont Street in connection with the enforcement of its rights under the agreements. Additionally, at the Lamont Street Redemption Date, Lamont Street is entitled to (i) a redemption fee of 0.50 % of the capital contributions returned and (ii) an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.26, less (b) the aggregate amount of Lamont Street Class A Return payments made to Lamont Street (the “Lamont Street Minimum Multiple Amount”). The Lamont Street Minimum Multiple Amount of approximately $ 1.0 million was recorded as interest expense in the consolidated statement of operations during the second quarter of 2021. As of September 30, 2021, the remaining Lamont Street Minimum Multiple Amount was approximately $ million , which is included in indebtedness on the consolidated balance sheet. The Operating Partnership serves as the managing member of BSV Highlandtown and BSV Spotswood. However, Lamont Street has approval rights over certain major decisions, including, but not limited to (i) the incurrence of new indebtedness or modification of existing indebtedness by BSV Highlandtown and BSV Spotswood, or their direct or indirect subsidiaries, (ii) capital expenditures over $100,000, (iii) any proposed change to a property directly or indirectly owned by BSV Highlandtown and BSV Spotswood, (iv) direct or indirect acquisitions of new properties by BSV Highlandtown or BSV Spotswood, (v) the sale or other disposition of any property directly or indirectly owned by BSV Highlandtown and BSV Spotswood, (vi) the issuance of additional membership interests in BSV Highlandtown and BSV Spotswood, (vii) any amendment to an existing material lease related to the properties and (viii) decisions regarding the dissolution, winding up or liquidation of BSV Highlandtown or BSV Spotswood or the filing of any bankruptcy petition by BSV Highlandtown and BSV Spotswood or their subsidiaries. Under certain circumstances, including an event whereby Lamont Street’s interests are not redeemed on or prior to the Lamont Street Redemption Date (as it may be extended), Lamont Street may remove the Operating Partnership as the manager of BSV Highlandtown and BSV Spotswood. Mortgage Indebtedness In addition to the indebtedness described above, as of September 30, 2021 and December 31, 2020, the Company had approximately $71.8 million and In March 2021, the Company completed the refinance of the Vista Shops mortgage loan. The new loan has a principal balance of $11.7 million, matures in June 2023, and carries an interest rate of 3.83% per annum. The Company deposited approximately $1.9 million of the proceeds from the refinance with the Basis Lender, which was applied as follows during the second quarter of 2021: (i) repaid approximately $0.75 million of the outstanding principal balance on the capital contributions, which are treated as debt, provided to the Company in June 2020 under the Basis Preferred Interest as described above under the heading “—Basis Preferred Interest” In July 2021, the Company entered into a modification of the Lamar Station Plaza East mortgage loan, which extended the maturity date of the loan to July 2022 In connection with the closing of the Merger whereby the Company acquired The Shops at Greenwood Village as described in Note 3 under the heading “ —2021 Real Estate Acquisitions”, on October 6, 2021, the Company entered into a $23.5 million mortgage loan secured by the property, which bears interest at prime rate minus 0.35% per annum and matures on October 10, 2028. The Company has entered into 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 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”). On March 18, 2021, a wholly owned subsidiary of quarter of 2021, the Company received forgiveness for its entire balance of the Second PPP Loan from the SBA, which is recognized as a gain on debt extinguishment in the Company’s statement of operations. Deferred Financing Costs and Debt Discounts The total amount of deferred financing costs associated with the Company’s debt as of September 30, 2021 and December 31, 2020 was $1.9 million, gross ($1.0 million, net) and $1.4 million, gross ($ 0.9 The Company recognized amortization expense of deferred financing costs and debt discounts, included in interest expense in the consolidated statement of operations, of approximately $0.4 million and $0.9 million for the three and nine months ended September 30, 2021, respectively. The Company recognized amortization expense of deferred financing costs and debt discounts of approximately $0.2 million and $0.7 million for the three and nine months ended September 30, 2020, respectively. Debt Maturities The following table details the Company’s scheduled principal repayments and maturities during each of the next five years and thereafter as of September 30, 2021 (dollars in thousands): Year Amount Due Remainder of 2021 $ 520 2022 24,268 2023 111,172 2024 13,004 2025 10,477 2026 - Thereafter - 159,441 Unamortized debt discounts and issuance costs, net (2,080 ) Total $ 157,361 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, 2021, the interest rate of the Basis Term Loan was 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, 2021, the Company recognized less than $0.1 million and approximately $0.3 million, respectively, in income related to fair value adjustments on derivatives. For the three and nine months ended September 30, 2020, the Company recognized less than $0.1 million in income and approximately $0.7 million in expense, respectively, related to the fair value adjustments on derivatives. The fair value of the Company’s derivative financial instruments as of September 30, 2021 and December 31, 2020 was an interest rate cap asset of less than $0.1 million approximately $0.5 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 “—MVB Loan” Loan Agreement deferred covenant tests until June 30, 2021 and December 31, 2021. As of September 30, 2021, the Company was in compliance with all covenants under its debt agreements . |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 - Commitments and Contingencies Commitments As detailed in Note 1 under the heading “— Merger with MedAmerica Properties Inc.”, there are two Mergers that have not been completed. The Company expects to issue an aggregate of 1,317,055 shares of common stock and 573,529 OP units as consideration for the additional Mergers. Until the closing of the remaining Mergers, the Company will continue to manage these two properties Contingencies Impact of COVID-19 The Company continues to monitor the impact of the COVID-19 pandemic on all aspects of its business, including the impact on its tenants and rental revenue. . 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. Beginning in April 2020 and through the date of these financial statements, the Company has entered into lease modifications that deferred approximately $0.5 million of contractual revenue and waived approximately $0.3 million of contractual revenue. Approximately $0.3 million of the total deferred rent remains outstanding as of the date of these financial statements and has a weighted average payback period of approximately 29 months. R ent deferrals to date may not be indicative of rent deferrals in any future period. 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 8 - Equity
Note 8 - Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Equity | Note 8 - Equity Noncontrolling Interest As of September 30, 2021, the Company owned a 91.1 in the Operating Partnership and investors in the Broad Street Entities receiving OP units as consideration for the Initial Mergers collectively owned an 8.9% interest in the Operating Partnership. Commencing on the 12-month anniversary of the date on which the OP units were issued, each limited partner of the Operating Partnership (other than the Company) has the right, subject to certain terms and conditions, to require the Operating Partnership to redeem all or a portion of the OP units held by such limited partner in exchange for cash based on the market price of the Company’s common stock or, at the Company’s option and sole discretion, for shares of the Company’s common stock on a one-for-one basis. As of September 30, 2021, no OP units have been redeemed. Amended and Restated 2020 Equity Incentive Plan On September 15, 2021, the Company’s board of directors approved the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”), which increased the number of shares of the Company’s common stock reserved for issuance under the Plan by 1,500,000 shares, from 3,620,000 shares to 5,120,000 shares. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), share appreciation rights, dividend equivalent rights, performance awards, annual cash incentive awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP units. As of September 30, 2021, there were 4,876,283 shares available for future issuance under the Plan, subject to certain adjustments set forth in the Plan. Each share subject to an award granted under the Plan will reduce the available shares under the Plan on a one-for-one basis. The Plan is administered by the compensation committee of the Company’s board of directors. Restricted Stock Awards of restricted stock are awards of the Company’s common stock that are subject to restrictions on transferability and other restrictions as established by the Company’s compensation committee on the date of grant that are generally subject to forfeiture if employment (or service as a director) terminates prior to vesting. Upon vesting, all restrictions would lapse. Except to the extent restricted under the award agreement, a participant awarded restricted stock will have all the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends on the shares . The value of the awards is determined based on the market value of the Company’s common stock on the date of grant . The Company expenses the cost of restricted stock ratably over the vesting period . The following table summarizes the stock-based award activity under the Plan for the nine months ended September 30, 2021. There was no activity during the nine months ended September 30, 2020. Restricted Stock Awards Weighted-Average Grant Date Fair Value Per Restricted Stock Award Outstanding as of December 31, 2020 153,200 $ 0.55 Granted 90,517 2.95 Vested (30,172 ) 2.95 Outstanding as of September 30, 2021 213,545 $ 1.23 Of the restricted shares that vested during the nine months ended September 30, 2021, 7,136 shares were surrendered by certain employees to satisfy their tax obligations. Compensation expense related to these share-based payments for the three and nine months ended September 30, 2021 was approximately $0.1 million and approximately $0.2 million, respectively eral and administrative expenses on the consolidated statement of operations. The remaining unrecognized costs from stock-based awards as of September 30, 2021 was approximately $0.1 million and will be recognized over a weighted-average period of 0.4 years. On October 1, 2021, the Company granted 58,140 restricted shares of common stock to executives, which will vest ratably on January 1, 2022, January 1, 2023, and January 1, 2024, subject to continued service through such dates. The total value of these awards is calculated to be approximately $0.1 million. Restricted Stock Units The Company’s restricted stock unit (“RSU”) awards represent the right to receive unrestricted shares of common stock based on the achievement of Company performance objectives as determined by the Company’s compensation committee. Grants of RSUs generally entitle recipients to shares of common stock equal to 0% up to 300% of the number of units granted at the vesting date. RSUs are not eligible to vote or to receive dividends prior to vesting. Dividend equivalents are credited to the recipient and are paid only to the extent the RSUs vest based on the achievement of the applicable performance objectives. On October 1, 2021, the Company granted executives RSUs with an aggregate target number of 1,220,930 RSUs, of which 0% to 300% will vest based on the Company’s Implied Equity Market Capitalization (as defined in the performance award of stock units agreements pursuant to which the RSUs were granted) at the end of the performance period ending on December 31, 2024, subject to the executive’s continued service on such date. If, however, the maximum amount of the award is not earned as of December 31, 2024, the remaining RSUs may be earned based on the Company’s Implied Equity Market Capitalization as of December 31, 2025. 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, 2021 and 2020 are presented in the tables below. Number of Shares Underlying Options Weighted Average Exercise Price Per Share Weighted Average Fair Value at Grant Date Weighted Average Remaining Contractual Life Intrinsic Value Balance at December 31, 2020 70,000 $ 7.71 $ - 1.76 $ - Options granted - - - - - Options exercised - - - - - Options expired - - - - - Balance at September 30, 2021 70,000 $ 7.71 $ - 1.01 $ - 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, 2021. The intrinsic Warrants On June 4, 2021, the Company issued to Lamont Street warrants to purchase 200,000 shares of the Company’s common stock at an exercise price of $2.50 per share (the “Warrants”). The Warrants were issued in connection with Lamont Street’s contribution of the Lamont Street Preferred Investment described in Note 6 under the heading “— Lamont Street Preferred Interest |
Note 9 - Revenues
Note 9 - Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 9 – Revenues Disaggregated Revenue The following tables represents a disaggregation of revenues from contracts with customers for the three and nine months ended September 30, 2021 and 2020 by type of service (dollars in thousands): Topic 606 Three Months Ended September 30, Nine Months Ended September 30, Revenue Recognition 2021 2020 2021 2020 Topic 606 Revenues Leasing commissions Point in time $ 668 $ 534 $ 1,734 $ 1,349 Property and asset management fees Over time 144 188 490 530 Sales commissions Point in time 186 36 326 55 Development fees Over time 70 92 247 273 Engineering services Over time 64 83 197 224 Equity fees Point in time - - - 4 Topic 606 Revenue 1,132 933 2,994 2,435 Out of Scope of Topic 606 revenue Rental income $ 5,875 $ 4,291 $ 14,629 $ 12,082 Sublease income - 8 - 24 Total Out of Scope of Topic 606 revenue 5,875 4,299 14,629 12,106 Total Revenue $ 7,007 $ 5,232 $ 17,623 $ 14,541 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, 2021 are as follows (dollars in thousands): Remainder of 2021 $ 4,264 2022 16,857 2023 15,416 2024 12,535 2025 10,301 2026 7,919 Thereafter 20,243 Total $ 87,535 |
Note 10 - Earnings per Share
Note 10 - Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 10 - Earnings per Share Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined based on the weighted average number of shares outstanding during the period combined with the incremental average shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. Potentially dilutive securities include stock options, convertible preferred stock, restricted stock, warrants 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, 2021 and 2020 (amounts in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2021 2020 2021 2020 Net loss $ (2,042 ) $ (1,902 ) $ (7,113 ) $ (6,821 ) Plus: Net loss attributable to noncontrolling interest 222 272 886 1,002 Net loss attributable to common stockholders $ (1,820 ) $ (1,630 ) $ (6,227 ) $ (5,819 ) Denominator Basic weighted-average common shares 28,826 22,462 25,399 21,881 Dilutive potential common shares - - - - Diluted weighted-average common shares 28,826 22,462 25,399 21,881 Net loss per common share- basic and diluted $ (0.06 ) $ (0.07 ) $ (0.25 ) $ (0.27 ) |
Note 11 - Fair Value of Financi
Note 11 - Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 11 - 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, 2021 and December 31, 2020. 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 $0.5 million and $0.7 million at September 30, 2021 and December 31, 2020, respectively. See Note 6 “—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, 2021 and December 31, 2020, respectively, due to the short-term nature of these instruments (Level 1). At September 30, 2021 and December 31, 2020, 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 $106.2 million and $101.9 The fair value of the Company’s fixed rate debt as of September 30, 2021 and December 31, 2020 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, 2021, the fair value of the Company’s $52.2 21.1 21.6 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 12 - Taxes
Note 12 - Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxes | Note 12 – Taxes The provision for income taxes for the three and nine months ended September 30, 2021 reflects an income tax benefit of approximately $0.7 million and $2.3 million, respectively, at an effective tax rate of 24.6% for each period. The provision for income taxes for the three and nine months ended September 30, 2020 reflects an income tax benefit of approximately $0.6 million and $2.2 million, respectively, at an effective tax rate of 24% for each period. The difference between the Company’s effective tax rate and the federal statutory rate is primarily due to the loss attributable to the partnership not subject to tax and state income taxes. |
Note 13- Related Party Transact
Note 13- Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions Receivables and Payables As of September 30, 2021, the Company had less than $0.1 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 less than $0.1 million in payables due to properties managed by the Company related to amounts borrowed by the Company for working capital, which are reflected in Payables due to related parties on the consolidated balance sheet. As of December 31, 2020, the Company had $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. Approximately $0.3 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 was paid to Mr. Yockey in the second quarter of 2021. 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 2,533,650 shares of the Company’s common stock and 856,805 OP units, (ii) Mr. Yockey received 2,533,650 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 137,345 shares of the Company’s common stock and 48,320 OP units, (iv) Daniel J.W. Neal, a member of the Company’s Board of Directors, received, directly or indirectly, 878,170 shares of the Company’s common stock, and (v) Samuel M. Spiritos, a director of the Company, indirectly received 13,827 shares of the Company’s common stock. As consideration in the remaining two Mergers as a result of their interests in the remaining Broad Street Entities, (i) Mr. Jacoby will receive an aggregate of approximately 17,985 shares of the Company’s common stock and 136,213 OP units, (ii) Mr. Yockey will receive an aggregate of approximately 17,985 shares of the Company’s common stock and 136,213 OP units, (iii) Mr. Topchy will receive 1,934 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 16,450 shares of the C Management Fees The Company provides management services for the two properties the two 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, own an interest in BBL Current Investors LLC (“BBL”). BBL redeveloped 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. The Company will manage the retail portion of the property and will receive management fees from BBL beginning in the fourth quarter of 2021. However, the Company will have no ownership interest in the property. Ground Lease The Company owns the fee-simple interest in the land that the Cromwell Field Shopping Center, a property previously managed by the Company, is located on under a leasehold interest. The Company leased the land to the owner of the Cromwell Field Shopping Center pursuant to a ground lease and recognized less than $0.1 million of revenue under the ground lease for the nine months ended September 30 , 202 1 . The ground lease was terminated upon the acquisition of Cromwell Field Shopping Center as described in Note 3 “ —2021 Real Estate Acquisitions” . The Company recognized less than $ 0.1 million and approximately $ 0.1 million of revenue, respectively, under the ground lease for the three and nine months ended September 30, 2020. 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 of 1986, as amended. Guarantees The Company’s subsidiaries’ obligations under the Basis Term Loan Agreement, the Sub-OP Operating Agreement, the Brookhill mortgage loan, and the Spotswood 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, the Lamont Street Preferred Interest, the Highlandtown mortgage loan and the Cromwell mortgage loan. Consulting Agreement The Company has engaged Timbergate Ventures, LLC, an entity wholly owned by Mr. Yockey, as a consultant for a two-year 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 the three and nine months ended September 30, 2021, the Company paid less than $0.1 million and $0.3 million, respectively, in legal fees to Shulman Rogers LLP. During each of the three and nine months ended September 30, 2020, the Company paid less than $0.1 million in legal fees to Shulman Rogers LLP. |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Real Estate Acquisitions As described in Note 3 under the heading “— 2021 Real Estate Acquisitions ”, on October 6, 2021, the Company closed on the Merger whereby it acquired The Shops at Greenwood Village. Debt Agreements As described in Note 6 under the heading “— Mortgage Indebtedness” , Equity Incentive Plan Grants As described in Note 8 under the heading “—Amended and Restated 2020 Equity Incentive Plan” , the Company granted restricted shares of common stock and RSUs to executives on October 1, 2021. |
Accounting Policies and Related
Accounting Policies and Related Matters (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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 December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principals in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application. The Company adopted this guidance on January 1, 2021. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements. 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 August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 740-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, that simplifies the accounting for convertible instruments and simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. The guidance also provides clarifications to improve the consistency of earnings per share calculations and requires new disclosures regarding convertible instruments. The Company early adopted this guidance on January 1, 2021. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Note 3 - Real Estate (Tables)
Note 3 - Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Additional Information Regarding Total Consideration for Properties | The following table provides additional information regarding the total consideration paid for the three properties acquired during the second quarter of 2021 (dollars in thousands). Cash paid to prior owners $ 840 Value of common shares issued 8,038 Prior owner debt and preferred equity paid off at closing 400 Settlement of notes payable owed to properties (700 ) Transaction costs 905 Cash acquired in acquisitions (1,334 ) Total Cost of Acquisitions $ 8,149 |
Relative Fair Value of Assets Acquired and Liabilities Assumed | The following table reflects the relative fair value of assets acquired and liabilities assumed related to the three properties acquired by the Company during the second quarter of 2021 (dollars in thousands). Land $ 7,707 Building 15,162 Building and site improvements 6,381 Intangible lease assets 9,018 Total real estate assets acquired 38,268 Other assets 3,074 Deferred tax assets 1,117 Total assets acquired 42,459 Accounts payable and accrued expenses (1,813 ) Intangible lease liabilities (983 ) Assumed mortgage indebtedness (31,514 ) Total liabilities assumed (34,310 ) Assets acquired net of liabilities assumed $ 8,149 |
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, 2021, which includes rental income for the nine months ended September 30, 2021 and 2020 (dollars in thousands). Rental income for the nine months ended September 30, Location Number of Properties Gross Real Estate Assets at September 30, 2021 Percentage of Total Real Estate Assets at September 30, 2021 2021 2020 Maryland ( 1) 6 $ 101,455 45.0 % $ 7,342 $ 6,072 Virginia 5 82,764 36.7 % 4,456 3,631 Pennsylvania 1 26,972 11.9 % 1,909 1,753 Washington D.C. 1 8,393 3.7 % 423 514 Colorado 1 6,101 2.7 % 499 112 14 $ 225,685 100.0 % $ 14,629 $ 12,082 (1) Rental income for the nine months ended September 30, 2021 and 2020 includes less than $0.1 million and approximately $0.1 million, respectively, of ground rental revenue under the ground lease for the parcel of land acquired in January 2020. The ground lease was terminated upon the completion of the Cromwell Field Shopping Center Merger on May 26, 2021. |
Note 4 - Intangibles (Tables)
Note 4 - Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule Of Intangible Assets And Liabilities [Abstract] | |
Summary of Carrying Amount of Intangible Assets and Liabilities | The following is a summary of the carrying amount of the Company’s intangible assets and liabilities as of September 30, 2021 and December 31, 2020 (dollars in thousands). September 30, 2021 December 31, 2020 Assets: Above-market leases $ 4,065 $ 2,661 Above-market leases accumulated amortization (970 ) (504 ) In-place leases 25,572 17,958 In-place leases accumulated amortization (8,475 ) (4,841 ) Total net real estate intangible assets $ 20,192 $ 15,274 Liabilities Below-market leases 4,273 3,290 Below-market leases accumulated amortization (1,694 ) (909 ) Total net real estate intangible liabilities $ 2,579 $ 2,381 |
Summary of Expected Amortization of Real Estate Intangible Assets Liabilities | The following table represents expected amortization of existing real estate intangible assets and liabilities as of September 30, 2021 (dollars in thousands): Amortization of in-place leases Amortization of above-market leases Amortization of below-market leases Total amortization, net Remainder of 2021 $ 1,548 $ 197 $ (330 ) $ 1,415 2022 5,515 763 (1,171 ) 5,107 2023 3,609 660 (542 ) 3,727 2024 2,263 465 (316 ) 2,412 2025 1,393 347 (111 ) 1,629 2026 999 223 (41 ) 1,181 Thereafter 1,770 440 (68 ) 2,142 Total $ 17,097 $ 3,095 $ (2,579 ) $ 17,613 |
Note 5 - Other Assets (Tables)
Note 5 - Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and December 31, 2020 are detailed in the table below (dollars in thousands): September 30, 2021 December 31, 2020 Prepaid assets and deposits $ 1,799 $ 1,662 Straight-line rent receivable 1,177 885 Right-of-use assets, net 945 1,287 Pre-acquisition costs 293 519 Other receivables, net of allowance of $78 and $82 181 59 Corporate property, net 76 107 Receivables due from related parties 42 206 Lease incentives 8 12 Interest rate cap asset 1 1 $ 4,522 $ 4,738 |
Note 6 - Mortgage and Other I_2
Note 6 - Mortgage and Other Indebtedness (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balance | The table below details the Company’s debt balance at September 30, 2021 and December 31, 2020 (dollars in thousands): Maturity Date Rate Type Interest Rate (1) September 30, 2021 December 31, 2020 Basis Term Loan (net of discount of $466 and $745, respectively) January 1, 2023 Floating (2) 6.125% $ 66,718 $ 66,439 Basis Preferred Interest (net of discount of $94 and $150, respectively) (3) January 1, 2023 (4) Fixed 14.00% (5) 9,741 11,434 MVB Term Loan December 27, 2022 Fixed 6.75% 4,022 4,277 MVB Revolver December 27, 2022 Floating (6) 6.75% 1,439 2,000 Hollinswood Loan December 1, 2024 LIBOR + (7) 4.06% 13,146 11,670 Avondale Shops Loan June 1, 2025 Fixed 4.00% 3,125 3,205 Vista Shops at Golden Mile Loan (net of discount of $45 and $0, respectively) (8) June 24, 2023 Fixed 3.83% 11,655 8,902 Brookhill Azalea Shopping Center Loan January 31, 2025 LIBOR + 2.75% 2.83% 9,136 9,432 Lamar Station Plaza East Loan (net of discount of $12 and $7, respectively) July 17, 2022 (9) LIBOR + (10) 4.00% 3,504 3,446 Cromwell Land Loan (net of discount of $0 and $10, respectively) (11) January 10, 2023 Fixed 6.75% - 1,415 First Paycheck Protection Program Loan April 20, 2022 (12) Fixed 1.00% - 757 Second Paycheck Protection Program Loan March 18, 2026 (13) Fixed 1.00% - - Lamont Street Preferred Interest (net of discount of $76) (14) September 30, 2023 Fixed 13.50% 4,621 - Highlandtown Village Shopping Center Loan (net of discount of $54) May 6, 2023 Fixed 4.13% 5,393 - Cromwell Field Shopping Center Loan (net of discount of $185) November 15, 2022 LIBOR + (15) 5.90% 12,208 - Cromwell Field Shopping Center Mezzanine Loan (net of discount of $23) November 15, 2022 Fixed 10.00% 1,507 - Spotswood Valley Square Shopping Center Loan (net of discount of $110) July 6, 2023 Fixed 4.82% 12,161 - $ 158,376 $ 122,977 Unamortized deferred financing costs (1,015 ) (917 ) Total Mortgage and Other Indebtedness $ 157,361 $ 122,060 (1) For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.08%, as of September 30, 2021. (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 $1.0 — Basis Preferred Interest”. (4) ( 5 ) — Basis Preferred Interest” . ( 6 ) The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%. ( 7 ) The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.06%. ( 8 ) The Company completed the refinance of this loan in March 2021 as described below under the heading “ — Mortgage Indebtedness”. ( 9 ) In July 2021, the Company entered into a modification to the Lamar Station Plaza East loan to extend the maturity date to July 2022 — Mortgage Indebtedness ( 10 ) 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%. ( 1 1 ) The Company paid off the remaining principal balance of the Cromwell land loan during the second quarter of 2021. ( 1 2 ) During the first quarter of 2021, the Company received forgiveness for its PPP Loan (as defined below) as described below under the heading “ —PPP Loans”. (1 3 ) —PPP Loans”. ( 1 4 ) — Lamont Street Preferred Interest”. ( 1 5 ) |
Scheduled Principal Repayments and Maturities | The following table details the Company’s scheduled principal repayments and maturities during each of the next five years and thereafter as of September 30, 2021 (dollars in thousands): Year Amount Due Remainder of 2021 $ 520 2022 24,268 2023 111,172 2024 13,004 2025 10,477 2026 - Thereafter - 159,441 Unamortized debt discounts and issuance costs, net (2,080 ) Total $ 157,361 |
Note 8 - Equity (Tables)
Note 8 - Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Stock-Based Award Activity | The following table summarizes the stock-based award activity under the Plan for the nine months ended September 30, 2021. There was no activity during the nine months ended September 30, 2020. Restricted Stock Awards Weighted-Average Grant Date Fair Value Per Restricted Stock Award Outstanding as of December 31, 2020 153,200 $ 0.55 Granted 90,517 2.95 Vested (30,172 ) 2.95 Outstanding as of September 30, 2021 213,545 $ 1.23 |
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, 2021 and 2020 are presented in the tables below. Number of Shares Underlying Options Weighted Average Exercise Price Per Share Weighted Average Fair Value at Grant Date Weighted Average Remaining Contractual Life Intrinsic Value Balance at December 31, 2020 70,000 $ 7.71 $ - 1.76 $ - Options granted - - - - - Options exercised - - - - - Options expired - - - - - Balance at September 30, 2021 70,000 $ 7.71 $ - 1.01 $ - 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 9 - Revenues (Tables)
Note 9 - Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020 by type of service (dollars in thousands): Topic 606 Three Months Ended September 30, Nine Months Ended September 30, Revenue Recognition 2021 2020 2021 2020 Topic 606 Revenues Leasing commissions Point in time $ 668 $ 534 $ 1,734 $ 1,349 Property and asset management fees Over time 144 188 490 530 Sales commissions Point in time 186 36 326 55 Development fees Over time 70 92 247 273 Engineering services Over time 64 83 197 224 Equity fees Point in time - - - 4 Topic 606 Revenue 1,132 933 2,994 2,435 Out of Scope of Topic 606 revenue Rental income $ 5,875 $ 4,291 $ 14,629 $ 12,082 Sublease income - 8 - 24 Total Out of Scope of Topic 606 revenue 5,875 4,299 14,629 12,106 Total Revenue $ 7,007 $ 5,232 $ 17,623 $ 14,541 |
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, 2021 are as follows (dollars in thousands): Remainder of 2021 $ 4,264 2022 16,857 2023 15,416 2024 12,535 2025 10,301 2026 7,919 Thereafter 20,243 Total $ 87,535 |
Note 10 - Earnings per Share (T
Note 10 - Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020 (amounts in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, Numerator: 2021 2020 2021 2020 Net loss $ (2,042 ) $ (1,902 ) $ (7,113 ) $ (6,821 ) Plus: Net loss attributable to noncontrolling interest 222 272 886 1,002 Net loss attributable to common stockholders $ (1,820 ) $ (1,630 ) $ (6,227 ) $ (5,819 ) Denominator Basic weighted-average common shares 28,826 22,462 25,399 21,881 Dilutive potential common shares - - - - Diluted weighted-average common shares 28,826 22,462 25,399 21,881 Net loss per common share- basic and diluted $ (0.06 ) $ (0.07 ) $ (0.25 ) $ (0.27 ) |
Note 1 - Organization and Nat_2
Note 1 - Organization and Nature of Business (Details Textual) $ in Millions | Dec. 27, 2019Merger | May 28, 2019MergerEntity | Jun. 30, 2021 | Sep. 30, 2021USD ($)MezzanineloanpropertyMergerMortgageLoanshares | Oct. 06, 2021Merger | Jun. 04, 2021Merger | May 26, 2021Merger | May 21, 2021Merger | Jul. 02, 2020Merger | Dec. 31, 2019Merger |
Real Estate Properties [Line Items] | ||||||||||
Real estate investments | $ | $ 225.7 | |||||||||
Number of real estate properties | property | 14 | |||||||||
Number of entities that own properties acquired | Entity | 17 | |||||||||
Mortgages with principal balances outstanding | $ | $ 17.2 | |||||||||
Number of mortgage loan | MortgageLoan | 2 | |||||||||
Number of mezzanine loan | Mezzanineloan | 1 | |||||||||
Number of mortgage and mezzanine properties | property | 2 | |||||||||
Minimum [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Short-term mortgages maurity period | 3 years | |||||||||
Maximum [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Short-term mortgages maurity period | 5 years | |||||||||
MedAmerica [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of merger agreements | 19 | |||||||||
Date of merger | Dec. 27, 2019 | |||||||||
Number of merger completed | 11 | |||||||||
Number of merger not yet completed | 2 | |||||||||
MedAmerica [Member] | Common Stock [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Equity interest issued as consideration for the mergers | shares | 1,317,055 | |||||||||
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 | $ | $ 1.9 | |||||||||
MedAmerica [Member] | Mergers [Member] | Common Stock [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Equity interest issued as consideration for the mergers | shares | 28,744,641 | |||||||||
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 | 1 | |||||||||
MedAmerica [Member] | Lamar Station Plaza East [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of merger closed | 1 | |||||||||
MedAmerica [Member] | Highlandtown Village Shopping Center [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of additional merger closed | 1 | |||||||||
MedAmerica [Member] | Cromwell Field Shopping Center [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of additional merger closed | 1 | |||||||||
MedAmerica [Member] | Spotswood Valley Square Shopping Center [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of additional merger closed | 1 | |||||||||
MedAmerica [Member] | Greenwood Village [Member] | Subsequent Event [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of merger closed | 1 | |||||||||
MedAmerica [Member] | Broad Street Entities [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Number of merger completed | 9 | |||||||||
Operating Partnership [Member] | ||||||||||
Real Estate Properties [Line Items] | ||||||||||
Operating partnership percentage | 91.10% |
Note 3 - Real Estate (Details T
Note 3 - Real Estate (Details Textual) - 2021 Real Estate Acquisitions [Member] - USD ($) $ in Thousands | Oct. 06, 2021 | Jul. 04, 2021 | May 26, 2021 | May 21, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||||
Consideration payment | $ 8,149 | ||||
Highlandtown Village Shopping Center [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs capitalized for asset acquisitions | $ 200 | ||||
Indebtedness/mortgage secured by the property | $ 5,500 | ||||
Highlandtown Village Shopping Center [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity interest issued as consideration for the mergers | 1,749,008 | ||||
Cromwell Field Shopping Center [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs capitalized for asset acquisitions | $ 400 | ||||
Indebtedness/mortgage secured by the property | 13,650 | ||||
Cash paid to prior investors | $ 500 | ||||
Cromwell Field Shopping Center [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity interest issued as consideration for the mergers | 2,092,657 | ||||
Spotswood Valley Square Shopping Center [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs capitalized for asset acquisitions | $ 300 | ||||
Indebtedness/mortgage secured by the property | 12,400 | ||||
Cash paid to prior investors | $ 400 | ||||
Spotswood Valley Square Shopping Center [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity interest issued as consideration for the mergers | 2,489,497 | ||||
The Shops at Greenwood Village [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs capitalized for asset acquisitions | $ 400 | ||||
Indebtedness/mortgage secured by the property | 23,500 | ||||
Cash paid to prior investors | 100 | ||||
Consideration payment | $ 20,200 | ||||
The Shops at Greenwood Village [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity interest issued as consideration for the mergers | 2,752,568 |
Note 3 - Real Estate - Addition
Note 3 - Real Estate - Additional Information Regarding Total Consideration for Properties (Details) - 2021 Real Estate Acquisitions [Member] $ in Thousands | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Cash paid to prior owners | $ 840 |
Value of common shares issued | 8,038 |
Prior owner debt and preferred equity paid off at closing | 400 |
Settlement of notes payable owed to properties | (700) |
Transaction costs | 905 |
Cash acquired in acquisitions | (1,334) |
Total Cost of Acquisitions | $ 8,149 |
Note 3 - Real Estate - Relative
Note 3 - Real Estate - Relative Fair Value of Assets Acquired and Liabilities Assumed (Details) - 2021 Real Estate Acquisitions [Member] $ in Thousands | Jun. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Land | $ 7,707 |
Building | 15,162 |
Building and site improvements | 6,381 |
Intangible lease assets | 9,018 |
Total real estate assets acquired | 38,268 |
Other assets | 3,074 |
Deferred tax assets | 1,117 |
Total assets acquired | 42,459 |
Accounts payable and accrued expenses | (1,813) |
Intangible lease liabilities | (983) |
Assumed mortgage indebtedness | (31,514) |
Total liabilities assumed | (34,310) |
Assets acquired net of liabilities assumed | $ 8,149 |
Note 3 - Real Estate - Summary
Note 3 - Real Estate - Summary of Geographic Concentration of Properties (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | |
Concentration Risk [Line Items] | ||
Number of Properties | property | 14 | |
Gross Real Estate Assets | $ 225,700 | |
Geographic Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 14 | |
Gross Real Estate Assets | $ 225,685 | |
Percentage of Total Real Estate Assets | 100.00% | |
Geographic Concentration Risk [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 14,629 | $ 12,082 |
Geographic Concentration Risk [Member] | Maryland [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 6 | |
Gross Real Estate Assets | $ 101,455 | |
Percentage of Total Real Estate Assets | 45.00% | |
Geographic Concentration Risk [Member] | Maryland [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 7,342 | 6,072 |
Geographic Concentration Risk [Member] | Virginia [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 5 | |
Gross Real Estate Assets | $ 82,764 | |
Percentage of Total Real Estate Assets | 36.70% | |
Geographic Concentration Risk [Member] | Virginia [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 4,456 | 3,631 |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 1 | |
Gross Real Estate Assets | $ 26,972 | |
Percentage of Total Real Estate Assets | 11.90% | |
Geographic Concentration Risk [Member] | Pennsylvania [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 1,909 | 1,753 |
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 1 | |
Gross Real Estate Assets | $ 8,393 | |
Percentage of Total Real Estate Assets | 3.70% | |
Geographic Concentration Risk [Member] | Washington, D.C. [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 423 | 514 |
Geographic Concentration Risk [Member] | Colorado [Member] | ||
Concentration Risk [Line Items] | ||
Number of Properties | property | 1 | |
Gross Real Estate Assets | $ 6,101 | |
Percentage of Total Real Estate Assets | 2.70% | |
Geographic Concentration Risk [Member] | Colorado [Member] | Rental Income [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 499 | $ 112 |
Note 3 - Real Estate - Summar_2
Note 3 - Real Estate - Summary of Geographic Concentration of Properties (Parenthetical) (Details) - Rental Income [Member] - Geographic Concentration Risk [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Concentration Risk [Line Items] | ||
Revenues | $ 14,629,000 | $ 12,082,000 |
Ground Rental Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 100,000 | |
Ground Rental Revenue [Member] | Maximum [Member] | ||
Concentration Risk [Line Items] | ||
Revenues | $ 100,000 |
Note 4 - Intangibles - Summary
Note 4 - Intangibles - Summary of Carrying Amount of Intangible Assets and Liabilities (Details) - Real Estate [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Above-market leases | $ 4,065 | $ 2,661 |
In-place leases | 25,572 | 17,958 |
Total net real estate intangible assets | 20,192 | 15,274 |
Liabilities | ||
Below-market leases | 4,273 | 3,290 |
Below-market leases accumulated amortization | (1,694) | (909) |
Total net real estate intangible liabilities | 2,579 | 2,381 |
Above-Market Leases [Member] | ||
Assets: | ||
Accumulated amortization | (970) | (504) |
Total net real estate intangible assets | 3,095 | |
In-Place Leases [Member] | ||
Assets: | ||
Accumulated amortization | (8,475) | $ (4,841) |
Total net real estate intangible assets | $ 17,097 |
Note 4 - Intangibles (Details T
Note 4 - Intangibles (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Intangible Assets And Liabilities [Abstract] | ||||
Net amortization related to intangibles | $ 1.5 | $ 1.1 | $ 3.3 | $ 3.3 |
Note 4 - Intangibles - Summar_2
Note 4 - Intangibles - Summary of Expected Amortization of Real Estate Intangible Assets Liabilities (Details) - Real Estate [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Total net real estate intangible assets | $ 20,192 | $ 15,274 |
Amortization of below-market leases, Remainder of 2021 | (330) | |
Amortization of below-market leases, 2022 | (1,171) | |
Amortization of below-market leases, 2023 | (542) | |
Amortization of below-market leases, 2024 | (316) | |
Amortization of below-market leases, 2025 | (111) | |
Amortization of below-market leases, 2026 | (41) | |
Amortization of below-market leases, Thereafter | (68) | |
Amortization of below-market leases, Total | (2,579) | |
Total amortization, net, Remainder of 2021 | 1,415 | |
Total amortization, net, 2022 | 5,107 | |
Total amortization, net, 2023 | 3,727 | |
Total amortization, net, 2024 | 2,412 | |
Total amortization, net, 2025 | 1,629 | |
Total amortization, net, 2026 | 1,181 | |
Total amortization, net,Thereafter | 2,142 | |
Total amortization, net | 17,613 | |
In-Place Leases [Member] | ||
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Remainder of 2021 | 1,548 | |
2022 | 5,515 | |
2023 | 3,609 | |
2024 | 2,263 | |
2025 | 1,393 | |
2026 | 999 | |
Thereafter | 1,770 | |
Total net real estate intangible assets | 17,097 | |
Above-Market Leases [Member] | ||
Schedule Of Real Estate Intangible Assets Liabilities Amortization [Line Items] | ||
Remainder of 2021 | 197 | |
2022 | 763 | |
2023 | 660 | |
2024 | 465 | |
2025 | 347 | |
2026 | 223 | |
Thereafter | 440 | |
Total net real estate intangible assets | $ 3,095 |
Note 5 - Other Assets - Schedul
Note 5 - Other Assets - Schedule of Other Assets, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Assets Unclassified [Abstract] | ||
Prepaid assets and deposits | $ 1,799 | $ 1,662 |
Straight-line rent receivable | 1,177 | 885 |
Right-of-use assets, net | 945 | 1,287 |
Pre-acquisition costs | 293 | 519 |
Other receivables, net of allowance of $78 and $82 | 181 | 59 |
Corporate property, net | 76 | 107 |
Receivables due from related parties | 42 | 206 |
Lease incentives | 8 | 12 |
Interest rate cap asset | 1 | 1 |
Total | $ 4,522 | $ 4,738 |
Note 5 - Other Assets - Sched_2
Note 5 - Other Assets - Schedule of Other Assets, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Assets Unclassified [Abstract] | ||
Other receivables, net of allowance | $ 78 | $ 82 |
Note 6 - Mortgage and Other I_3
Note 6 - Mortgage and Other Indebtedness - Schedule of Debt Balance (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | ||||
Debt Instrument [Line Items] | |||||||
Balance outstanding | $ 158,376 | $ 122,977 | |||||
Unamortized deferred financing costs | (1,015) | (917) | |||||
Total Mortgage and Other Indebtedness | $ 157,361 | $ 122,060 | |||||
Basis Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Jan. 1, 2023 | Jan. 1, 2023 | Jan. 1, 2023 | ||||
Rate Type | [1] | Floating | Floating | ||||
Interest Rate | 6.125% | 6.125% | [2] | 6.125% | [2] | ||
Balance outstanding | $ 66,718 | $ 66,439 | |||||
Basis Preferred Interest [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [3],[4] | Jan. 1, 2023 | Jan. 1, 2023 | ||||
Rate Type | [4] | Fixed | Fixed | ||||
Interest Rate | [2],[4],[5] | 14.00% | 14.00% | ||||
Balance outstanding | [4] | $ 9,741 | $ 11,434 | ||||
MVB Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Dec. 27, 2022 | Dec. 27, 2022 | |||||
Rate Type | Fixed | Fixed | |||||
Interest Rate | [2] | 6.75% | 6.75% | ||||
Balance outstanding | $ 4,022 | $ 4,277 | |||||
Hollinswood Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Dec. 1, 2024 | Dec. 1, 2024 | |||||
Rate Type | [6] | LIBOR + 2.25% | LIBOR + 2.25% | ||||
Interest Rate | [2] | 4.06% | 4.06% | ||||
Balance outstanding | $ 13,146 | $ 11,670 | |||||
Avondale Shops Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Jun. 1, 2025 | Jun. 1, 2025 | |||||
Rate Type | Fixed | Fixed | |||||
Interest Rate | [2] | 4.00% | 4.00% | ||||
Balance outstanding | $ 3,125 | $ 3,205 | |||||
Vista Shops at Golden Mile Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [7] | Jun. 24, 2023 | Jun. 24, 2023 | ||||
Rate Type | [7] | Fixed | Fixed | ||||
Interest Rate | 3.83% | [2],[7] | 3.83% | [2],[7] | 3.83% | ||
Balance outstanding | [7] | $ 11,655 | $ 8,902 | ||||
Total Mortgage and Other Indebtedness | $ 11,700 | ||||||
Brookhill Azalea Shopping Center Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Jan. 31, 2025 | Jan. 31, 2025 | |||||
Rate Type | LIBOR + 2.75% | LIBOR + 2.75% | |||||
Interest Rate | [2] | 2.83% | 2.85% | ||||
Balance outstanding | $ 9,136 | $ 9,432 | |||||
Lamar Station Plaza East Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [8] | Jul. 17, 2022 | Jul. 17, 2022 | ||||
Rate Type | [9] | LIBOR + 3.00% | LIBOR + 3.00% | ||||
Interest Rate | [2] | 4.00% | 4.00% | ||||
Balance outstanding | $ 3,504 | $ 3,446 | |||||
Cromwell Land Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [10] | Jan. 10, 2023 | Jan. 10, 2023 | ||||
Rate Type | [10] | Fixed | |||||
Interest Rate | [2],[10] | 6.75% | |||||
Balance outstanding | [10] | $ 1,415 | |||||
First Paycheck Protection Program Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [11] | Apr. 20, 2022 | Apr. 20, 2022 | ||||
Rate Type | Fixed | Fixed | |||||
Interest Rate | [2] | 1.00% | 1.00% | ||||
Balance outstanding | $ 757 | ||||||
Second Paycheck Protection Program Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [12] | Mar. 18, 2026 | Mar. 18, 2026 | ||||
Rate Type | Fixed | Fixed | |||||
Interest Rate | [2] | 1.00% | 1.00% | ||||
Lamont Street Preferred Interest [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [13] | Sep. 30, 2023 | |||||
Rate Type | [13] | Fixed | |||||
Interest Rate | [2],[13] | 13.50% | |||||
Balance outstanding | [13] | $ 4,621 | |||||
Highlandtown Village Shopping Center Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | May 6, 2023 | ||||||
Rate Type | Fixed | ||||||
Interest Rate | [2] | 4.13% | |||||
Balance outstanding | $ 5,393 | ||||||
Cromwell Field Shopping Center Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | [13] | Nov. 15, 2022 | |||||
Rate Type | [14] | LIBOR + 5.40% | |||||
Interest Rate | [2] | 5.90% | |||||
Balance outstanding | $ 12,208 | ||||||
Cromwell Field Shopping Center Mezzanine Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Nov. 15, 2022 | ||||||
Rate Type | Fixed | ||||||
Interest Rate | [2] | 10.00% | |||||
Balance outstanding | $ 1,507 | ||||||
Spotswood Valley Square Shopping Center Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Jul. 6, 2023 | ||||||
Rate Type | Fixed | ||||||
Interest Rate | [2] | 4.82% | |||||
Balance outstanding | $ 12,161 | ||||||
MVB Revolver [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity Date | Dec. 27, 2021 | Dec. 27, 2021 | |||||
Rate Type | [15] | Floating | Floating | ||||
Interest Rate | [2] | 6.75% | 6.75% | ||||
Balance outstanding | $ 1,439 | $ 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 0.08%, as of September 30, 2021. | ||||||
[3] | If the Basis Term Loan is paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP (as defined below) will mature at that time. | ||||||
[4] | The outstanding balance includes approximately $1.0 — 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 “ — Basis Preferred Interest” . | ||||||
[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 in March 2021 as described below under the heading “ — Mortgage Indebtedness”. | ||||||
[8] | In July 2021, the Company entered into a modification to the Lamar Station Plaza East loan to extend the maturity date to July 2022 — Mortgage Indebtedness | ||||||
[9] | 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%. | ||||||
[10] | The Company paid off the remaining principal balance of the Cromwell land loan during the second quarter of 2021. | ||||||
[11] | During the first quarter of 2021, the Company received forgiveness for its PPP Loan (as defined below) as described below under the heading “ —PPP Loans”. | ||||||
[12] | During the third quarter of 2021, the Company received forgiveness for its Second PPP Loan (as defined below) as described below under the heading “ —PPP Loans”. | ||||||
[13] | The outstanding balance includes approximately $0.8 million of indebtedness as of September 30, 2021 related to the Lamont Street Minimum Multiple Amount owed to Lamont Street as described below under the heading “ — Lamont Street Preferred Interest”. | ||||||
[14] | The interest rate on the Cromwell Field Shopping Center Loan is LIBOR plus 5.40% per annum with a minimum LIBOR rate of 0.50%. | ||||||
[15] | The interest rate on the MVB Revolver is the greater of (i) prime rate plus 1.5% and (ii) 6.75%. |
Note 6 - Mortgage and Other I_4
Note 6 - Mortgage and Other Indebtedness - Schedule of Debt Balance (Parenthetical) (Details) - USD ($) $ in Thousands | Jun. 16, 2020 | Dec. 27, 2019 | Jul. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 1,100 | $ 900 | |||||||||
Balance outstanding | $ 159,441 | ||||||||||
MVB Revolver [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | [1] | 6.75% | 6.75% | ||||||||
Maturity date | Dec. 27, 2021 | Dec. 27, 2021 | |||||||||
Sub-OP [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Preferred investor, additional capital contribution | $ 2,900 | $ 2,900 | |||||||||
Preferred investor, additional capital contribution outstanding | $ 1,900 | ||||||||||
LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 0.08% | ||||||||||
Prime Rate [Member] | MVB Revolver [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 1.50% | ||||||||||
Interest Rate Swap [Member] | Hollinswood Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | 4.06% | ||||||||||
Basis Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 466 | $ 745 | |||||||||
Interest Rate | 6.125% | 6.125% | [1] | 6.125% | [1] | ||||||
Balance outstanding | $ 66,900 | ||||||||||
Maturity date | Jan. 1, 2023 | Jan. 1, 2023 | Jan. 1, 2023 | ||||||||
Basis Term Loan [Member] | Sub-OP [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Preferred investor, additional capital contribution | 2,400 | ||||||||||
Basis Term Loan [Member] | Interest Rate Cap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 6.125% | ||||||||||
Basis Term Loan [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 3.85% | 3.85% | |||||||||
Basis Term Loan [Member] | LIBOR [Member] | Interest Rate Cap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 3.85% | 3.50% | |||||||||
Basis Preferred Interest [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 94 | $ 150 | |||||||||
Interest Rate | [1],[2],[3] | 14.00% | 14.00% | ||||||||
Maturity date | [3],[4] | Jan. 1, 2023 | Jan. 1, 2023 | ||||||||
Vista Shops at Golden Mile Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 45 | $ 0 | |||||||||
Interest Rate | 3.83% | [1],[5] | 3.83% | [1],[5] | 3.83% | ||||||
Maturity date | [5] | Jun. 24, 2023 | Jun. 24, 2023 | ||||||||
Vista Shops at Golden Mile Loan [Member] | Mortgage Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jan. 25, 2021 | ||||||||||
Vista Shops at Golden Mile Loan [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 2.50% | ||||||||||
Lamar Station Plaza East Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 12 | $ 7 | |||||||||
Interest Rate | [1] | 4.00% | 4.00% | ||||||||
Maturity date | [6] | Jul. 17, 2022 | Jul. 17, 2022 | ||||||||
Lamar Station Plaza East Loan [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 3.00% | 3.00% | |||||||||
Lamar Station Plaza East Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 1.00% | ||||||||||
Cromwell Land Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 0 | $ 10 | |||||||||
Interest Rate | [1],[7] | 6.75% | |||||||||
Maturity date | [7] | Jan. 10, 2023 | Jan. 10, 2023 | ||||||||
Lamont Street Preferred Interest [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 76 | ||||||||||
Interest Rate | [1],[8] | 13.50% | |||||||||
Maturity date | [8] | Sep. 30, 2023 | |||||||||
Highlandtown Village Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 54 | ||||||||||
Interest Rate | [1] | 4.13% | |||||||||
Maturity date | May 6, 2023 | ||||||||||
Cromwell Field Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 185 | ||||||||||
Interest Rate | [1] | 5.90% | |||||||||
Maturity date | [8] | Nov. 15, 2022 | |||||||||
Cromwell Field Shopping Center Loan [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 5.40% | ||||||||||
Cromwell Field Shopping Center Loan [Member] | LIBOR [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 0.50% | ||||||||||
Cromwell Field Shopping Center Mezzanine Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 23 | ||||||||||
Interest Rate | [1] | 10.00% | |||||||||
Maturity date | Nov. 15, 2022 | ||||||||||
Spotswood Valley Square Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument net of discount | $ 110 | ||||||||||
Interest Rate | [1] | 4.82% | |||||||||
Maturity date | Jul. 6, 2023 | ||||||||||
Hollinswood Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | [1] | 4.06% | 4.06% | ||||||||
Maturity date | Dec. 1, 2024 | Dec. 1, 2024 | |||||||||
Hollinswood Loan [Member] | Interest Rate Cap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 4.06% | ||||||||||
Hollinswood Loan [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 2.25% | 2.25% | |||||||||
Brookhill Azalea Shopping Center Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Rate | [1] | 2.83% | 2.85% | ||||||||
Maturity date | Jan. 31, 2025 | Jan. 31, 2025 | |||||||||
Brookhill Azalea Shopping Center Loan [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable rate | 2.75% | 2.75% | |||||||||
Basis Preferred Interest Minimum Multiple Amount [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Balance outstanding | $ 1,000 | $ 1,800 | |||||||||
Basis Preferred Interest Minimum Multiple Amount [Member] | Sub-OP [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Balance outstanding | 1,000 | ||||||||||
Other Capital Contribution [Member] | Sub-OP [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Preferred investor, additional capital contribution | $ 500 | ||||||||||
Preferred units, cumulative annual return | 13.00% | 13.00% | |||||||||
Lamar Station Plaza East [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jul. 31, 2022 | ||||||||||
Lamont Street Minimum Multiple Amount [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Balance outstanding | $ 800 | ||||||||||
[1] | For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.08%, as of September 30, 2021. | ||||||||||
[2] | In June 2020, the Preferred Investor made additional capital contributions of approximately $2.9 million as described below under the heading “ — Basis Preferred Interest” . | ||||||||||
[3] | The outstanding balance includes approximately $1.0 — Basis Preferred Interest”. | ||||||||||
[4] | If the Basis Term Loan is paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP (as defined below) will mature at that time. | ||||||||||
[5] | The Company completed the refinance of this loan in March 2021 as described below under the heading “ — Mortgage Indebtedness”. | ||||||||||
[6] | In July 2021, the Company entered into a modification to the Lamar Station Plaza East loan to extend the maturity date to July 2022 — Mortgage Indebtedness | ||||||||||
[7] | The Company paid off the remaining principal balance of the Cromwell land loan during the second quarter of 2021. | ||||||||||
[8] | The outstanding balance includes approximately $0.8 million of indebtedness as of September 30, 2021 related to the Lamont Street Minimum Multiple Amount owed to Lamont Street as described below under the heading “ — Lamont Street Preferred Interest”. |
Note 6 - Mortgage and Other I_5
Note 6 - Mortgage and Other Indebtedness - (Details Textual) | Jun. 04, 2021USD ($) | May 21, 2021USD ($) | Jun. 16, 2020USD ($)Capital | Dec. 27, 2019USD ($)Derivative | Jul. 31, 2021 | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($)Subsidiary | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 06, 2021USD ($) | Oct. 01, 2021USD ($) | Mar. 18, 2021USD ($) | Apr. 20, 2020USD ($) | |||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term debt outstanding | $ 159,441,000 | $ 159,441,000 | ||||||||||||||||||||||||
Repayments of debt | 12,734,000 | $ 3,087,000 | ||||||||||||||||||||||||
Interest expense | 2,387,000 | $ 1,722,000 | 7,346,000 | 4,913,000 | ||||||||||||||||||||||
Balance outstanding | 159,441,000 | 159,441,000 | ||||||||||||||||||||||||
Principal balance of mortgage loan | $ 122,060,000 | 157,361,000 | 157,361,000 | $ 122,060,000 | ||||||||||||||||||||||
Deferred financing costs, gross | 1,400,000 | 1,900,000 | 1,900,000 | 1,400,000 | ||||||||||||||||||||||
Deferred financing costs, net | 900,000 | 1,000,000 | 1,000,000 | 900,000 | ||||||||||||||||||||||
Debt discounts, gross | 1,400,000 | 2,000,000 | 2,000,000 | 1,400,000 | ||||||||||||||||||||||
Debt instrument net of discount | $ 900,000 | $ 1,100,000 | 1,100,000 | $ 900,000 | ||||||||||||||||||||||
Income (expenses) related to fair value adjustments on derivatives | $ 300,000 | (700,000) | ||||||||||||||||||||||||
MVB Revolver [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Maturity date | Dec. 27, 2021 | Dec. 27, 2021 | ||||||||||||||||||||||||
Interest Rate | [1] | 6.75% | 6.75% | 6.75% | 6.75% | |||||||||||||||||||||
Mortgages [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Outstanding mortgage indebtedness | $ 71,800,000 | $ 38,100,000 | ||||||||||||||||||||||||
Mortgage Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan maturity period | 2028-10 | |||||||||||||||||||||||||
PPP Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||||||||||||||
Second PPP Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Unsecured loan | $ 800,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Mortgage Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan secured by the property | $ 23,500,000 | |||||||||||||||||||||||||
Sub-OP [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Number of additional capital contribution from preferred investor | Capital | 2 | |||||||||||||||||||||||||
Preferred investor, additional capital contribution | $ 2,900,000 | $ 2,900,000 | ||||||||||||||||||||||||
Proceeds from refinance to repayment | 750,000 | |||||||||||||||||||||||||
Preferred investor, additional available capital contribution | 300,000 | |||||||||||||||||||||||||
Sub-OP [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Preferred investor, additional available capital contribution | $ 1,000,000 | |||||||||||||||||||||||||
Preferred units remaining contributed capital | $ 0 | |||||||||||||||||||||||||
LIBOR [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument variable rate | 0.08% | |||||||||||||||||||||||||
Prime Rate [Member] | MVB Revolver [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument variable rate | 1.50% | |||||||||||||||||||||||||
Prime Rate [Member] | Subsequent Event [Member] | Mortgage Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest Rate | 0.35% | |||||||||||||||||||||||||
Interest Rate Swap [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value of interest rate swap liability | $ 700,000 | $ 500,000 | $ 500,000 | 700,000 | ||||||||||||||||||||||
Interest Rate Swap [Member] | Accounts Payable and Accrued Expenses [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value of interest rate swap liability | 700,000 | 500,000 | 500,000 | 700,000 | ||||||||||||||||||||||
Interest Rate Swap [Member] | Subsequent Event [Member] | Mortgage Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Interest Rate | 4.082% | |||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Deferred financing costs, amortization expense | 400,000 | 200,000 | 900,000 | $ 700,000 | ||||||||||||||||||||||
Income (expenses) related to fair value adjustments on derivatives | 100,000 | $ 100,000 | ||||||||||||||||||||||||
Maximum [Member] | Interest Rate Cap [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Fair value of interest rate cap assets | 100,000 | 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 | $ 100,000 | ||||||||||||||||||||||
Basis Term Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Number of subsidiaries as borrowers entered in loan agreement | Subsidiary | 6 | |||||||||||||||||||||||||
Maturity date | Jan. 1, 2023 | 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% | [1] | 6.125% | 6.125% | [1] | 6.125% | [1] | 6.125% | [1] | |||||||||||||||||
Long-term debt outstanding | $ 66,900,000 | $ 66,900,000 | ||||||||||||||||||||||||
Balance outstanding | 66,900,000 | 66,900,000 | ||||||||||||||||||||||||
Debt instrument net of discount | $ 745,000 | $ 466,000 | $ 466,000 | $ 745,000 | ||||||||||||||||||||||
Basis Term Loan [Member] | Sub-OP [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Preferred investor, additional capital contribution | 2,400,000 | |||||||||||||||||||||||||
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 | [2],[3] | Jan. 1, 2023 | Jan. 1, 2023 | |||||||||||||||||||||||
Interest Rate | [1],[3],[4] | 14.00% | 14.00% | 14.00% | 14.00% | |||||||||||||||||||||
Debt instrument net of discount | $ 150,000 | $ 94,000 | $ 94,000 | $ 150,000 | ||||||||||||||||||||||
Basis Preferred Interest [Member] | Sub-OP [Member] | ||||||||||||||||||||||||||
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] | Sub-OP [Member] | 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 | 1,800,000 | 1,000,000 | $ 1,000,000 | 1,800,000 | ||||||||||||||||||||||
Balance outstanding | $ 1,800,000 | 1,000,000 | 1,000,000 | $ 1,800,000 | ||||||||||||||||||||||
Basis Preferred Interest Minimum Multiple Amount [Member] | Sub-OP [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term debt outstanding | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Balance outstanding | $ 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Other Capital Contribution [Member] | Sub-OP [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Preferred investor, additional capital contribution | $ 500,000 | |||||||||||||||||||||||||
Preferred units, cumulative annual return | 13.00% | 13.00% | ||||||||||||||||||||||||
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% | |||||||||||||||||||||||||
Balance outstanding | $ 6,500,000 | |||||||||||||||||||||||||
MVB Loan Agreement [Member] | MVB Revolver [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Maturity date | Dec. 27, 2022 | Dec. 27, 2021 | Dec. 27, 2020 | Dec. 27, 2022 | ||||||||||||||||||||||
Interest Rate | 6.75% | 6.75% | ||||||||||||||||||||||||
Long-term debt outstanding | $ 2,000,000 | |||||||||||||||||||||||||
Line of credit facility, periodic payment required | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||
Repayments of debt | $ 250,000 | |||||||||||||||||||||||||
Line of credit facility, payments term | 10 years | 10 years | ||||||||||||||||||||||||
Balance outstanding | $ 2,000,000 | |||||||||||||||||||||||||
MVB Loan Agreement [Member] | MVB Term Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Maturity date | Dec. 27, 2022 | |||||||||||||||||||||||||
Interest Rate | 6.75% | |||||||||||||||||||||||||
Long-term debt outstanding | $ 4,500,000 | |||||||||||||||||||||||||
Balance outstanding | $ 4,500,000 | |||||||||||||||||||||||||
MVB Loan Agreement [Member] | MVB Term Loan [Member] | MVB Revolver [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument additional borrowing available | $ 0 | $ 0 | ||||||||||||||||||||||||
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 Revolver [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 Revolver [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Funds available under other lines of credit | $ 3,000,000 | |||||||||||||||||||||||||
Lamont Street Preferred Interest [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term debt outstanding | $ 800,000 | $ 800,000 | ||||||||||||||||||||||||
Description on extended redemption date | September 30, 2024 and September 30, 2025 | |||||||||||||||||||||||||
Payment fee percentage, first extension option | 0.25% | |||||||||||||||||||||||||
Payment fee percentage, second extension option | 0.50% | |||||||||||||||||||||||||
Preferred Investor payments, description | Additionally, at the Lamont Street Redemption Date, Lamont Street is entitled to (i) a redemption fee of 0.50% of the capital contributions returned and (ii) an amount equal to (a) the product of (i) the aggregate amount of capital contributions made and (ii) 0.26, less (b) the aggregate amount of Lamont Street Class A Return payments made to Lamont Street (the “Lamont Street Minimum Multiple Amount”). | |||||||||||||||||||||||||
Percentage of redemption fee of capital contribution returned | 0.50% | |||||||||||||||||||||||||
Interest expense | $ 1,000,000 | |||||||||||||||||||||||||
Balance outstanding | $ 800,000 | $ 800,000 | ||||||||||||||||||||||||
Lamont Street Preferred Interest [Member] | Class A Units [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Annual return percentage on initial capital contribution | 13.50% | |||||||||||||||||||||||||
Cumulative annual return percentage, paid current | 10.00% | |||||||||||||||||||||||||
Cumulative annual return percentage, accrued | 3.50% | |||||||||||||||||||||||||
Lamont Street Preferred Interest [Member] | Class A Units [Member] | Highlandtown [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Preferred investor, capital contribution | $ 3,900,000 | |||||||||||||||||||||||||
Interest percentage in exchange of capital contribution | 1.00% | |||||||||||||||||||||||||
Lamont Street Preferred Interest [Member] | Class A Units [Member] | Spotswood [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Preferred investor, capital contribution | $ 3,900,000 | |||||||||||||||||||||||||
Interest percentage in exchange of capital contribution | 1.00% | |||||||||||||||||||||||||
Lamont Street Preferred Interest [Member] | Minimum [Member] | Highlandtown [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Preferred investor approval rights, Minimum amount of capital expenditure to be incurred | $ 100,000 | |||||||||||||||||||||||||
Lamont Street Preferred Interest [Member] | Minimum [Member] | Spotswood [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Preferred investor approval rights, Minimum amount of capital expenditure to be incurred | $ 100,000 | |||||||||||||||||||||||||
Hollinswood Mortgage [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.40% | 1.40% | ||||||||||||||||||||||||
Hollinswood Mortgage [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Vista Mortgage [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.50% | 1.50% | ||||||||||||||||||||||||
Vista Mortgage [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Brookhill Mortgage [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.35% | 1.35% | ||||||||||||||||||||||||
Brookhill Mortgage [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Highlandtown Mortgage [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.30% | 1.30% | ||||||||||||||||||||||||
Highlandtown Mortgage [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Cromwell Mortgage [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Cromwell Mortgage [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Spotswood Mortgage [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.15% | 1.15% | ||||||||||||||||||||||||
Spotswood Mortgage [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Vista Shops at Golden Mile Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Maturity date | [5] | Jun. 24, 2023 | Jun. 24, 2023 | |||||||||||||||||||||||
Interest Rate | 3.83% | 3.83% | [1],[5] | 3.83% | [1],[5] | 3.83% | [1],[5] | 3.83% | [1],[5] | |||||||||||||||||
Mortgage loan maturity period | 2023-06 | |||||||||||||||||||||||||
Principal balance of mortgage loan | $ 11,700,000 | |||||||||||||||||||||||||
Payment of basis preferred interest | $ 1,900,000 | |||||||||||||||||||||||||
Payment of accrued interest | 46,000 | |||||||||||||||||||||||||
Payment to escrow account | 1,100,000 | |||||||||||||||||||||||||
Debt instrument net of discount | $ 0 | $ 45,000 | $ 45,000 | $ 0 | ||||||||||||||||||||||
Vista Shops at Golden Mile Loan [Member] | Mortgage Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Maturity date | Jan. 25, 2021 | |||||||||||||||||||||||||
Vista Shops at Golden Mile Loan [Member] | Sub-OP [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Payment of basis preferred interest | $ 750,000 | |||||||||||||||||||||||||
Vista Shops at Golden Mile Loan [Member] | LIBOR [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument variable rate | 2.50% | |||||||||||||||||||||||||
Lamar Station Plaza East [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Maturity date | Jul. 31, 2022 | |||||||||||||||||||||||||
Lamar Station Plaza East [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.05% | 1.05% | ||||||||||||||||||||||||
Lamar Station Plaza East [Member] | Maximum [Member] | Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.25% | 1.15% | ||||||||||||||||||||||||
Lamar Station Plaza East [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Lamar Station Plaza East [Member] | Minimum [Member] | Forecast | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt service coverage ratio | 1.00% | 1.00% | ||||||||||||||||||||||||
Hollinswood Loan [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Maturity date | Dec. 1, 2024 | Dec. 1, 2024 | ||||||||||||||||||||||||
Interest Rate | [1] | 4.06% | 4.06% | 4.06% | 4.06% | |||||||||||||||||||||
Hollinswood Loan [Member] | LIBOR [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument variable rate | 2.25% | 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 | |||||||||||||||||||||||||
Debt instrument additional borrowing available | 3,000,000 | |||||||||||||||||||||||||
Balance outstanding | $ 10,200,000 | |||||||||||||||||||||||||
Number of derivatives held | Derivative | 2 | |||||||||||||||||||||||||
[1] | For floating rate loans tied to LIBOR, based on the one-month LIBOR rate of 0.08%, as of September 30, 2021. | |||||||||||||||||||||||||
[2] | If the Basis Term Loan is paid in full earlier than its maturity date, the Basis Preferred Interest in the Sub-OP (as defined below) will mature at that time. | |||||||||||||||||||||||||
[3] | The outstanding balance includes approximately $1.0 — Basis Preferred Interest”. | |||||||||||||||||||||||||
[4] | In June 2020, the Preferred Investor made additional capital contributions of approximately $2.9 million as described below under the heading “ — Basis Preferred Interest” . | |||||||||||||||||||||||||
[5] | The Company completed the refinance of this loan in March 2021 as described below under the heading “ — Mortgage Indebtedness”. |
Note 6 - Mortgage and Other I_6
Note 6 - Mortgage and Other Indebtedness - Scheduled Principal Repayments and Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remainder of 2021 | $ 520 | |
2022 | 24,268 | |
2023 | 111,172 | |
2024 | 13,004 | |
2025 | 10,477 | |
Total | 159,441 | |
Unamortized debt discounts and issuance costs, net | (2,080) | |
Total Mortgage and Other Indebtedness | $ 157,361 | $ 122,060 |
Note 7 - Commitments and Cont_2
Note 7 - Commitments and Contingencies (Details Textual) $ in Thousands | Apr. 01, 2020USD ($) | Sep. 30, 2021USD ($)Mergershares | Dec. 31, 2020USD ($) |
Commitments and Contingencies [Line Items] | |||
Deferred rent outstanding | $ 1,177 | $ 885 | |
COVID-19 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Deferred contractual revenue | $ 500 | ||
Deferred contractual revenue waived | $ 300 | ||
Deferred rent outstanding | $ 300 | ||
Weighted average payback period of deferred rent | 29 months | ||
Weighted average payback period description | Approximately $0.3 million of the total deferred rent remains outstanding as of the date of these financial statements and has a weighted average payback period of approximately 29 months. | ||
MedAmerica Properties Inc. [Member] | |||
Commitments and Contingencies [Line Items] | |||
Number of pending mergers | Merger | 2 | ||
MedAmerica Properties Inc. [Member] | Common Stock [Member] | |||
Commitments and Contingencies [Line Items] | |||
Equity interest issued as consideration for the mergers | shares | 1,317,055 | ||
MedAmerica Properties Inc. [Member] | OP Units [Member] | |||
Commitments and Contingencies [Line Items] | |||
Equity interest issued as consideration for the mergers | shares | 573,529 |
Note 8 - Equity (Details Textua
Note 8 - Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Oct. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 15, 2021 | Jun. 04, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Awards outstanding | 70,000 | 70,000 | ||||
Minimum [Member] | Subsequent Event [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of RSUs granted to executives | 0.00% | |||||
Maximum [Member] | Subsequent Event [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of RSUs granted to executives | 300.00% | |||||
Restricted Stock Awards [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based award activity | 213,545 | 213,545 | 153,200 | |||
Shares surrendered to satisfy tax obligations | 7,136 | |||||
Compensation expense related to these share-based payments | $ 0.1 | $ 0.2 | ||||
Unrecognized costs from stock-based awards | $ 0.1 | $ 0.1 | ||||
Unrecognized compensation cost recognition period | 4 months 24 days | |||||
Granted to executives | 90,517 | |||||
Restricted Stock Awards [Member] | Subsequent Event [Member] | Executives [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Granted to executives | 58,140 | |||||
Value of award | $ 0.1 | |||||
Restricted Stock Units [Member] | Subsequent Event [Member] | Executives [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Granted to executives | 1,220,930 | |||||
Restricted Stock Units [Member] | Minimum [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of number of units granted at vesting date that entitle recipients to shares of common stock | 0.00% | |||||
Restricted Stock Units [Member] | Maximum [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of number of units granted at vesting date that entitle recipients to shares of common stock | 300.00% | |||||
2020 Equity Incentive Plan [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares available for issuance | 1,500,000 | |||||
Common stock, shares authorized | 4,876,283 | 4,876,283 | ||||
2020 Equity Incentive Plan [Member] | Minimum [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares available for issuance | 3,620,000 | |||||
2020 Equity Incentive Plan [Member] | Maximum [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock shares available for issuance | 5,120,000 | |||||
2020 Equity Incentive Plan [Member] | Restricted Stock Awards [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock-based award activity | 0 | 0 | ||||
Operating Partnership [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Operating partnership percentage | 91.10% | |||||
Percentage of collectively owned in operating partnership by investors | 8.90% | |||||
Operating partnership units redeemed | 0 | |||||
Lamont Street [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Warrants to purchase of common stock | 200,000 | |||||
Warrants to purchase of common stock, Exercise price | $ 2.50 |
Note 8 - Equity - Summary of St
Note 8 - Equity - Summary of Stock-Based Award Activity (Detail) - Restricted Stock Awards [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Restricted Stock Awards, Beginning of the period | shares | 153,200 |
Restricted Stock Awards, Granted | shares | 90,517 |
Restricted Stock Awards, Vested | shares | (30,172) |
Restricted Stock Awards, Ending of the period | shares | 213,545 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Beginning of the period | $ / shares | $ 0.55 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Granted | $ / shares | 2.95 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Vested | $ / shares | 2.95 |
Weighted-Average Grant Date Fair Value Per Restricted Stock Award, Ending of the period | $ / shares | $ 1.23 |
Note 8 - Equity - Summary of Op
Note 8 - Equity - Summary of Option Awards (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 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 | 70,000 | 70,000 |
Weighted Average Exercise Price Per Share | $ 7.71 | $ 7.71 | $ 7.71 | $ 7.71 |
Weighted Average Remaining Contractual Life | 1 year 3 days | 2 years 3 days | 1 year 9 months 3 days | 2 years 9 months 3 days |
Note 9 - Revenues - Summary of
Note 9 - Revenues - Summary of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Rental income | $ 5,875 | $ 4,291 | $ 14,629 | $ 12,082 |
Sublease income | 8 | 24 | ||
Total Out of Scope of Topic 606 revenue | 5,875 | 4,299 | 14,629 | 12,106 |
Total revenues | 7,007 | 5,232 | 17,623 | 14,541 |
Accounting Standards Update 2014-09 [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 1,132 | 933 | 2,994 | 2,435 |
Leasing Commissions [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 668 | 534 | 1,734 | 1,349 |
Property and Asset Management Fees [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 144 | 188 | 490 | 530 |
Development Fees [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 70 | 92 | 247 | 273 |
Engineering Services [Member] | Accounting Standards Update 2014-09 [Member] | Over Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | 64 | 83 | 197 | 224 |
Sales Commissions [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | $ 186 | $ 36 | $ 326 | 55 |
Equity Fees [Member] | Accounting Standards Update 2014-09 [Member] | Point in Time [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Topic 606 Revenue | $ 4 |
Note 9 - Revenues - Summary o_2
Note 9 - Revenues - Summary of Minimum Cash Rental Payments Due in Future Periods Under Executed Non-cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Lessor Operating Lease Payments Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 4,264 |
2022 | 16,857 |
2023 | 15,416 |
2024 | 12,535 |
2025 | 10,301 |
2026 | 7,919 |
Thereafter | 20,243 |
Total | $ 87,535 |
Note 10 - Earnings Per Share (D
Note 10 - Earnings Per Share (Details Textual) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Common stock conversion basis | one-for-one basis |
Note 10 - Earnings Per Share -
Note 10 - 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, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss | $ (2,042) | $ (3,129) | $ (1,942) | $ (1,902) | $ (2,483) | $ (2,436) | $ (7,113) | $ (6,821) |
Plus: Net loss attributable to noncontrolling interest | 222 | 272 | 886 | 1,002 | ||||
Net loss attributable to common stockholders | $ (1,820) | $ (1,630) | $ (6,227) | $ (5,819) | ||||
Denominator | ||||||||
Basic weighted-average common shares | 28,826 | 22,462 | 25,399 | 21,881 | ||||
Diluted weighted-average common shares | 28,826 | 22,462 | 25,399 | 21,881 | ||||
Net loss per common share- basic and diluted | $ (0.06) | $ (0.07) | $ (0.25) | $ (0.27) |
Note 11 - Fair Value of Finan_2
Note 11 - Fair Value of Financial Instruments (Details Textual) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Variable Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value | $ 106,200,000 | $ 101,900,000 |
Fixed Interest Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value | 52,400,000 | 21,600,000 |
Debt instrument, estimated fair value | 52,200,000 | 21,100,000 |
Interest Rate Swap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of interest rate swap liability | 500,000 | 700,000 |
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 12 - Taxes (Details Textua
Note 12 - Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ (673) | $ (641) | $ (2,316) | $ (2,194) |
Effective tax rate | 24.60% | 24.00% | 24.60% | 24.00% |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions - (Details Textual) | Dec. 27, 2020Mergershares | Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||
Receivables due from related parties | $ | $ 300,000 | $ 300,000 | $ 500,000 | |||||
Revenue from related parties | $ | $ 300,000 | $ 400,000 | $ 1,100,000 | $ 1,200,000 | ||||
Number of properties to be acquired | property | 2 | 2 | ||||||
Ground lease revenues | $ | $ 7,007,000 | 5,232,000 | $ 17,623,000 | 14,541,000 | ||||
Cromwell Field Shopping Center [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ground lease revenues | $ | 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 | 2 | |||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining equity interest issued as consideration for the mergers | shares | 17,985 | |||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 2,533,650 | |||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | OP units [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining equity interest issued as consideration for the mergers | shares | 136,213 | |||||||
Thomas M. Yockey [Member] | Broad Street Entities [Member] | OP units [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 420,523 | |||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining equity interest issued as consideration for the mergers | shares | 17,985 | |||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 2,533,650 | |||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | OP units [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining equity interest issued as consideration for the mergers | shares | 136,213 | |||||||
Michael Z. Jacoby [Member] | Broad Street Entities [Member] | OP units [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 856,805 | |||||||
Alexander Topchy [Member] | Broad Street Entities [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining equity interest issued as consideration for the mergers | shares | 1,934 | |||||||
Alexander Topchy [Member] | Broad Street Entities [Member] | Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 137,345 | |||||||
Alexander Topchy [Member] | Broad Street Entities [Member] | OP units [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining equity interest issued as consideration for the mergers | shares | 14,338 | |||||||
Alexander Topchy [Member] | Broad Street Entities [Member] | OP units [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 48,320 | |||||||
Daniel J.W. Neal [Member] | Broad Street Entities [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Remaining equity interest issued as consideration for the mergers | shares | 16,450 | |||||||
Daniel J.W. Neal [Member] | Broad Street Entities [Member] | Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 878,170 | |||||||
Samuel M. Spiritos [Member] | Broad Street Entities [Member] | Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity interest issued as consideration for the mergers | shares | 13,827 | |||||||
Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of management fee | 4.00% | |||||||
Maximum [Member] | Cromwell Field Shopping Center [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ground lease revenues | $ | 100,000 | $ 100,000 | ||||||
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 | 50,000 | 150,000 | 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 | 300,000 | $ 100,000 | ||||
Other Assets, Net [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivables due from related parties | $ | 100,000 | 100,000 | ||||||
Other Assets, Net [Member] | Due from Properties Managed by Company [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Receivables due from related parties | $ | 200,000 | |||||||
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 | |||||||
Payables Due to Related Parties [Member] | Due to Properties Managed by Company [Member] | Borrowed by Company for Working Capital [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payables due to related parties | $ | 100,000 | 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 14 - Subsequent Events - (
Note 14 - Subsequent Events - (Details Textual) $ in Millions | Oct. 06, 2021USD ($) |
Mortgage Loan [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Mortgage loan secured by the property | $ 23.5 |