Attached files

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EX-32.1 - EX-32.1 - Broad Street Realty, Inc.brst-ex321_7.htm
EX-31.2 - EX-31.2 - Broad Street Realty, Inc.brst-ex312_9.htm
EX-31.1 - EX-31.1 - Broad Street Realty, Inc.brst-ex311_10.htm
EX-21.1 - EX-21.1 - Broad Street Realty, Inc.brst-ex211_6.htm
EX-10.18 - EX-10.18 - Broad Street Realty, Inc.brst-ex1018_240.htm
EX-4.1 - EX-4.1 - Broad Street Realty, Inc.brst-ex41_266.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)

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

For the fiscal year ended December 31, 2020

OR

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

Commission File Number 001-09043

 

BROAD STREET REALTY, INC.

(Exact name of Registrant as specified in its Charter)

 

 

Delaware

 

36-3361229

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

7250 Woodmont Ave, Suite 350

Bethesda, Maryland

 

20814

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (301) 828-1200

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  NO 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  YES  NO 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  NO 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  YES  NO 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

Smaller reporting company

 

 

 

 

 

 

 

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES  NO 

As of June 30, 2020, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $30,794,043, based on the closing sales price per share of $1.79 as reported on the OTC Markets, Inc.

On April 8, 2021, the registrant had a total of 22,624,679 shares of common stock outstanding.

 

 


 

BROAD STREET REALTY, INC.

TABLE OF CONTENTS

 

 

 

PART I

 

5

 

 

 

ITEM 1.

BUSINESS

5

ITEM 1A.

RISK FACTORS

20

ITEM 1B.

UNRESOLVED STAFF COMMENTS

39

ITEM 2.

PROPERTIES

39

ITEM 3.

LEGAL PROCEEDINGS

39

ITEM 4.

MINE SAFETY DISCLOSURES

39

 

 

 

PART II

 

39

 

 

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

39

ITEM 6.

SELECTED FINANCIAL DATA

40

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

41

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

59

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

60

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

100

ITEM 9A.

CONTROLS AND PROCEDURES

100

ITEM 9B.

OTHER INFORMATION

102

 

 

 

PART III

 

103

 

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

103

ITEM 11.

EXECUTIVE COMPENSATION

106

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

108

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

109

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

111

 

 

 

PART IV

 

113

 

 

 

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

113

ITEM 16.

10‑K SUMMARY

113

 

 

 

SIGNATURES

 

121

 

2


 

FORWARD-LOOKING STATEMENTS

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

 

uncertainties related to the COVID-19 pandemic, including the unknown duration and economic, operational and financial impacts of the COVID-19 pandemic and the actions taken or contemplated by U.S. and local governmental authorities or others in response to the pandemic on the Company’s business, employees and tenants;

 

our limited access to capital and our ability to repay, refinance, restructure and/or extend our indebtedness as it becomes due;

 

risks associated with our ability to consummate the pending merger transactions (described further herein), the timing and closing of such transactions and unexpected costs or unexpected liabilities that may arise from the transactions, whether or not consummated;

 

risks related to disruption of management’s attention from its ongoing business operations due to the pending merger transactions;

 

our ability to recognize the benefits of the completed and pending mergers;

 

our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate acquisitions or investments;

 

adverse economic or real estate developments, either nationally or in the markets in which our properties are located;

 

changes in financial markets and interest rates, or to our business or financial condition;

 

the nature and extent of our competition;

 

other factors affecting the retail industry or the real estate industry generally;

 

availability of financing and capital;

 

the performance of our portfolio; and

 

the impact of any financial, accounting, legal or regulatory issues or litigation, including any legal proceedings, regulatory matters or enforcement matters that have been or in the future may be instituted relating to the merger transactions or that may affect us.

Given these uncertainties, undue reliance should not be placed on our forward-looking statements. We assume no duty or responsibility to publicly update or revise any forward-looking statement that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. We urge you to review the disclosures concerning risks in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report and in other filings we make with the SEC from time to time.

Summary Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks are discussed more fully in Item 1A. Risk Factors herein. These risks include, but are not limited to, the following:

3


 

The ongoing COVID-19 pandemic and measures intended to mitigate its spread could have a material adverse effect on our business, results of operations, cash flows and financial condition.

 

We primarily rely upon external sources of capital to fund acquisitions, development opportunities and repayment of significant maturities of principal debt, and, if we continue to encounter difficulties in obtaining capital, we may not be able to repay maturing obligations or make future investments necessary to grow our business.

 

Substantially all of the properties in our portfolio are located in the greater Mid-Atlantic Region. Adverse economic or regulatory developments in this area could materially and adversely affect our business.

 

We depend upon tenant leases for most of our revenue, and lease terminations and/or tenant defaults, particularly by one of our significant tenants, could materially and adversely affect the income produced by our properties, which could materially and adversely affect our financial condition, results of operations, cash flows, cash available for distribution and ability to satisfy our debt service obligations.

 

We may be unable to collect balances due from tenants that file for bankruptcy protection, which could materially and adversely affect our financial condition, results of operations, cash flows, cash available for distribution and ability to satisfy our debt service obligations.

 

We have a substantial amount of indebtedness outstanding, which could materially and adversely affect our financial condition, results of operations and ability to make distributions to our stockholders.

 

Secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

 

The Basis Loan Agreement (as defined herein) and the Sub-OP Agreement (as defined herein) contain provisions that could significantly impede our operations and our ability to efficiently manage our business and that could materially and adversely affect our financial condition, results of operations and cash flows, the trading price of our common stock and our ability to pay dividends to our common stockholders in the future.

 

Covenants in our debt agreements could adversely affect our financial condition, results of operations and cash flows and the trading price of our common stock.

 

The Mergers (as defined herein) that have not yet closed are subject to conditions and may not close in a timely manner or at all.

 

Our dependence on smaller businesses to rent our space could have a material adverse effect on our financial condition, results of operations, cash flows, cash available for distribution and ability to satisfy our debt service obligations

 

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remedy these material weaknesses, we may not be able to accurately report our financial results, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

 

Adverse conditions in the general retail environment could have a material adverse effect on our financial condition, results of operations, cash flows, cash available for distribution and ability to service our debt obligations.

 

Our common stock has a very limited trading market, which limits your ability to resell shares of our common stock.

 

The trading volume and market price of our common stock may fluctuate significantly, and you may have an illiquid investment.

 

We have not established a minimum dividend, and there can be no assurance that we will be able to pay or maintain cash dividends on our common stock or that dividends will increase over time.

 

Common stock eligible for future sale could have an adverse effect on the market price of our common stock.

 

Messrs. Jacoby and Yockey own a substantial interest in our company on a fully diluted basis and may have the ability to exercise significant influence on our company.

 

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of OP units in the Operating Partnership, which may impede business decisions that could benefit our stockholders.

4


 

PART I

The following description of the business of Broad Street Realty, Inc. should be read in conjunction with the information included elsewhere in this Annual Report on Form 10‑K for the year ended December 31, 2020 (this “report”). Unless the context indicates otherwise, references to “Broad Street,” “we,” “the Company,” “our” and “us” for periods prior to December 27, 2019 refer to Broad Street Realty, LLC and thereafter refer to the activities of and the assets and liabilities of the business and operations of Broad Street Realty, Inc. together with its consolidated subsidiaries, including Broad Street Operating Partnership, LP (the or our “Operating Partnership”), of which we are the sole member of the sole general partner.

 

ITEM 1. BUSINESS

Overview

We are a fully integrated real estate company that owns, operates, develops and redevelops primarily grocery-anchored shopping centers and street retail-based properties in the Mid-Atlantic and Denver, Colorado markets. As of December 31, 2020, we owned 11 properties with an additional six properties under contract to be acquired. The properties in our portfolio and the properties we have under contract are dispersed in sub-markets that we believe generally have high population densities, high traffic counts, good visibility and accessibility, which provide our tenants with attractive locations to serve the necessity-based needs of the surrounding communities. Although we have paused acquisition and investment activity due to the impact of the COVID-19 pandemic, other than working to close the remaining six Mergers, over the long-term, we intend to focus on acquiring additional strategically positioned properties in established and developing neighborhoods primarily leased to necessity-based tenants that meet the needs of the surrounding communities in our existing markets, as well as acquiring properties in new markets that meet our investment criteria, including the Southeastern United States. In addition, we provide commercial real estate brokerage services for our own portfolio and third-party office, industrial and retail operators and tenants.

As described further below, we succeeded to the business of Broad Street Realty, LLC (“BSR”) and began operations in our current structure on December 27, 2019. BSR was founded by Michael Z. Jacoby, our chairman and chief executive officer, and Thomas M. Yockey, a member of our board of directors. Prior to the Initial Mergers (as defined below), BSR provided third-party management and brokerage services for a portfolio of separately owned retail real estate properties. Our current structure provides for a fully-integrated platform of property ownership combined with BSR’s management and brokerage business, which we believe positions the Company for growth.

We are structured as an “Up-C” corporation with substantially all of our operations conducted through our Operating Partnership and its direct and indirect subsidiaries. As of December 31, 2020, we owned 88.9% of the units of limited partnership interest in our Operating Partnership (“OP units”), and we are the sole member of the sole general partner of our Operating Partnership.

 

 

The Mergers

On May 28, 2019, the Company and certain of its subsidiaries entered into 19 separate agreements and plans of merger (collectively, the “Merger Agreements”) with each of BSR, Broad Street Ventures, LLC (“BSV”) and each of BSV Avondale LLC, BSV Colonial Investor LLC, BSV Coral Hills Investors LLC, BSV Crestview Square LLC, BSV Cromwell Parent LLC, BSV Cypress Point Investors LLC, BSV Dekalb LLC, BSV Greenwood Investors LLC, BSV Highlandtown Investors LLC, BSV Hollinswood LLC, BSV Lamont Investors LLC, BSV Lamonticello Investors LLC, BSV LSP East Investors LLC, BSV Patrick Street Member LLC, BSV Premier Brookhill LLC, BSV Spotswood Investors LLC and BSV West Broad Investors LLC (collectively with BSR and BSV, the “Broad Street Entities”). The Merger Agreements relate to a series of 19 mergers (“Mergers”) whereby BSR, BSV and each Broad Street Entity have or are expected to 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 Mergers with nine other Broad Street Entities. As a result, the Company succeeded to the business operations of BSR and BSV and acquired nine properties that are described further elsewhere in this Annual Report on Form 10-K. See “—Our Portfolio” below. Effective immediately upon the completion of the Initial Mergers and in accordance with the Merger Agreements, four members of the Company’s board of directors resigned and five new members designated by BSR were added to the board of directors. Two existing directors

5


continued as members of the board of directors. Upon completion of the Initial Mergers and in accordance with the Merger Agreements, Mr. Jacoby was appointed as the chairman and chief executive officer of the Company, Alexander Topchy was appointed as the chief financial officer of the Company, and each of the employees of BSR became employees of the Company.

On December 31, 2019, the Company completed one additional Merger whereby it acquired the Brookhill Azalea Shopping Center. On July 2, 2020, the Company closed one Merger whereby it acquired Lamar Station Plaza East.

As consideration for the Mergers that have closed as of the date of this report, the Company has issued an aggregate of 19,660,911 shares of common stock and 2,827,904 OP units to investors in the Broad Street Entities for which the Mergers have closed. In addition, certain prior investors in the Broad Street Entities received an aggregate of approximately $1.1 million in cash as a portion of the consideration for the Mergers.

As consideration in the Mergers as a result of their interests in the Broad Street Entities for which the Mergers have closed as of the date of this report, (i) Mr. Jacoby received 2,004,146 shares of common stock and 856,805 OP units, (ii) Mr. Yockey received 2,004,146 shares of common stock and 420,523 OP units and (iii) Daniel J.W. Neal, a member of our Board of Directors, received, directly or indirectly, 521,996 shares of common stock. As consideration in the remaining six Mergers as a result of their interests in the remaining Broad Street Entities, (i) Mr. Jacoby will receive an aggregate of approximately 547,513 shares of common stock and 136,213 OP units, (ii) Mr. Yockey will receive an aggregate of approximately 547,513 shares of common stock and 136,213 OP units and (iii) Mr. Neal will receive, directly or indirectly, an aggregate of approximately 361,127 shares of common stock.

As of the date of this report, there are six Mergers that have not been completed. See “—Our Portfolio—Pending Mergers” below. The Company will issue an aggregate of 10,400,779 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 six properties and receive management fees.

Impact of COVID-19

For information regarding the impact of COVID-19 on our business and measures we have taken in response, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of COVID-19” and “Risk Factors—Risks Related to Our Business and Properties—The ongoing COVID-19 pandemic and measures intended to mitigate its spread could have a material adverse effect on our business, results of operations, cash flows and financial condition.”

Our Portfolio

As of December 31, 2020, we owned 11 retail properties, of which ten are located in the Mid-Atlantic region and one is located in Colorado, consisting of 1,055,143 total square feet of gross leasable area (“GLA”). The following table provides additional information about the properties in our portfolio as of December 31, 2020.

 

6


 

 

Property Name

 

City/State

 

Year Built/

Renovated(1)

 

 

GLA

 

 

Percent

Leased(2)

 

 

Total

Annualized

Base

Rent(3)

 

 

Annualized

Base Rent

per Leased

SF(4)

 

 

Percentage

of Total

Annualized

Base Rent

 

 

Anchor/

Key Tenant

Avondale

 

Washington, D.C.

 

 

2010

 

 

 

28,044

 

 

 

82.0

%

 

$

526,201

 

 

$

22.87

 

 

 

4.4

%

 

Dollar Tree

Brookhill

 

Richmond, VA

 

 

2012

 

 

 

163,363

 

 

 

79.8

%

 

 

1,307,679

 

 

10.03

 

 

 

10.9

%

 

Food Lion

Coral Hills

 

Capitol Heights, MD

 

 

2012

 

 

 

85,928

 

 

 

100.0

%

 

 

1,305,571

 

 

15.19

 

 

 

10.9

%

 

Compare Foods

Crestview

 

Landover Hills, MD

 

 

2012

 

 

 

74,694

 

 

 

98.7

%

 

 

1,391,102

 

 

18.87

 

 

 

11.6

%

 

Value Village

Dekalb

 

East Norriton, PA

 

 

2015

 

 

 

178,815

 

 

 

81.5

%

 

 

1,527,045

 

 

10.48

 

 

 

12.6

%

 

Urban Air

Hollinswood

 

Baltimore, MD

 

 

2018

 

 

 

112,698

 

 

 

78.5

%

 

 

1,451,926

 

 

16.41

 

 

 

12.1

%

 

LA Mart

Lamar Station Plaza East

 

Lakewood, CO

 

 

1984

 

 

 

41,976

 

 

 

40.2

%

(5)

 

263,479

 

 

15.63

 

 

 

2.2

%

 

Hopebridge(5)

Midtown Colonial

 

Williamsburg, VA

 

 

2018

 

 

 

98,043

 

 

 

70.3

%

 

 

611,164

 

 

8.87

 

 

 

5.1

%

 

Food Lion

Midtown Lamonticello

 

Williamsburg, VA

 

 

2019

 

 

 

63,173

 

 

 

90.6

%

 

 

907,216

 

 

15.84

 

 

 

7.5

%

 

Earth Fare

Vista

 

Frederick, MD

 

 

2008

 

 

 

98,858

 

 

 

93.0

%

 

 

1,595,832

 

 

17.37

 

 

 

13.2

%

 

Aldi

West Broad

 

Richmond, VA

 

 

2017

 

 

 

109,551

 

 

 

81.3

%

 

 

1,137,296

 

 

12.77

 

 

 

9.5

%

 

New Grand Mart

Total/Weighted Average

 

 

 

 

 

 

 

 

1,055,143

 

 

 

82.6

%

 

$

12,024,511

 

 

$

13.80

 

 

 

100.0

%

 

 

 

 

(1)

Represents the most recent year in which a property was either built or renovated. For purposes of this table, renovation means significant upgrades, alterations or additions to the property.

(2)

Percent leased is calculated as (a) GLA under commenced leases as of December 31, 2020, divided by (b) total GLA, expressed as a percentage.

(3)

Total annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. Total annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(4)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of December 31, 2020.

(5)

The Hopebridge lease commenced in March 2021, will generate approximately $0.2 million in additional annualized base rent and increases the percentage leased for the property to 60.9%.

7


Tenant Diversification

The following table sets forth information about the 20 largest tenants in our portfolio, based upon annualized base rent, as of December 31, 2020.

 

Tenant Name

 

Total

Leased GLA

 

Percentage of

Total GLA

 

Total

Annualized

Base Rent(1)

 

Percentage

of Total

Annualized

Base Rent

Food Lion

 

71,759

 

6.8%

 

$491,604

 

4.1%

New Grand Mart

 

39,386

 

3.7%

 

417,846

 

3.5%

Urban Air

 

34,075

 

3.2%

 

381,640

 

3.2%

Earth Fare

 

24,016

 

2.3%

 

360,240

 

3.0%

Planet Fitness

 

20,123

 

1.9%

 

352,153

 

2.9%

Compare Foods

 

35,000

 

3.3%

 

315,000

 

2.6%

LA Mart

 

30,030

 

2.8%

 

293,867

 

2.4%

Dollar Tree

 

19,231

 

1.8%

 

277,920

 

2.3%

Value Village

 

23,400

 

2.2%

 

263,250

 

2.2%

Family Dollar

 

19,430

 

1.8%

 

246,178

 

2.0%

Dollar General

 

25,953

 

2.5%

 

243,992

 

2.0%

Crunch Fitness

 

25,320

 

2.4%

 

240,540

 

2.0%

Crossroads Animal Referral & Emergency

 

9,852

 

0.9%

 

238,705

 

2.0%

Big Lots

 

32,788

 

3.1%

 

229,516

 

1.9%

Aldi

 

18,000

 

1.7%

 

216,000

 

1.8%

Subway

 

7,323

 

0.7%

 

192,786

 

1.6%

Empire Beauty School

 

11,000

 

1.0%

 

192,027

 

1.6%

Goodwill

 

25,460

 

2.4%

 

190,950

 

1.6%

Ace Hardware

 

17,163

 

1.6%

 

175,921

 

1.5%

Davita Dialysis

 

6,800

 

0.6%

 

145,495

 

1.2%

Total/Weighted Average

 

496,109

 

46.7%

 

$5,465,630

 

45.4%

 

 

(1)

Total annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. Total annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

 

Lease Distribution

The following table sets forth information relating to the distribution of leases in our portfolio, based on GLA, as of December 31, 2020.

 

Square Feet Under Lease

 

Number

of Leases

 

 

Leased GLA

 

 

Percentage

of Leased

GLA

 

 

Total

Annualized

Base Rent(1)

 

 

Annualized

Base Rent

per Leased

SF(2)

 

 

Percentage

of Total

Annualized

Base Rent

 

Less than 1,000

 

 

20

 

 

 

12,055

 

 

 

1.4

%

 

$

459,202

 

 

$

38.09

 

 

 

3.8

%

1,000 - 2,499

 

 

68

 

 

 

108,676

 

 

 

12.5

%

 

 

2,307,519

 

 

 

21.23

 

 

 

19.2

%

2,500 - 9,999

 

 

53

 

 

 

238,812

 

 

 

27.4

%

 

 

4,242,769

 

 

 

17.77

 

 

 

35.3

%

10,000 - 39,999

 

 

23

 

 

 

511,736

 

 

 

58.7

%

 

 

5,015,021

 

 

 

9.80

 

 

 

41.7

%

Total/Weighted Average

 

 

164

 

 

 

871,279

 

 

 

100.0

%

 

$

12,024,511

 

 

$

13.80

 

 

 

100.0

%

 

(1)

Total annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. Total annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(2)

Annualized base rent per leased square foot is calculated as annualized base rent divided by leased GLA as of December 31, 2020.

 

8


 

Geographic Concentration

The following table sets forth information regarding the geographic concentration of our portfolio as of December 31, 2020.

 

MSA

 

MSA

Rank(1)

 

 

Number

of

Properties

 

 

GLA

 

 

Percentage

of Total

GLA

 

 

Percent

Leased(2)

 

 

Total

Annualized

Base

Rent(3)

 

 

Annualized

Base Rent

per Leased

SF(4)

 

 

Percentage

of Total

Annualized

Base Rent

 

Washington-Baltimore-Arlington

 

 

6

 

 

 

5

 

 

 

400,222

 

 

 

37.9

%

 

 

90.7

%

 

$

6,270,632

 

 

$

17.27

 

 

 

52.2

%

Richmond, VA

 

 

44

 

 

 

2

 

 

 

272,914

 

 

 

25.9

%

 

 

80.4

%

 

 

2,444,975

 

 

 

11.14

 

 

 

20.3

%

Virginia Beach-Norfolk-Newport News

 

 

37

 

 

 

2

 

 

 

161,216

 

 

 

15.3

%

 

 

78.3

%

 

 

1,518,380

 

 

 

12.03

 

 

 

12.6

%

Philadelphia-Camden-Wilmington

 

 

8

 

 

 

1

 

 

 

178,815

 

 

 

16.9

%

 

 

81.5

%

 

 

1,527,045

 

 

 

10.48

 

 

 

12.7

%

Denver-Aurora-Lakewood

 

 

19

 

 

 

1

 

 

 

41,976

 

 

 

4.0

%

 

 

40.2

%

 

 

263,479

 

 

 

15.63

 

 

 

2.2

%

Total/Weighted Average

 

 

 

 

 

 

11

 

 

 

1,055,143

 

 

 

100.0

%

 

 

82.6

%

 

$

12,024,511

 

 

$

13.80

 

 

 

100.0

%

 

 

(1)

MSA Rank is derived from The U.S. Census Bureau’s Annual Estimate of Resident Population: April 1, 2010 to July 1, 2019.

(2)

Percent leased is calculated as (a) GLA under commenced leases as of December 31, 2020, divided by (b) total GLA, expressed as a percentage.

(3)

Total annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(4)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of December 31, 2020.

Lease Expirations

 

The following table sets forth a summary schedule of the lease expirations in our portfolio for leases in place as of December 31, 2020 for the ten calendar years from 2021 to 2030 and thereafter, assuming no exercise of renewal options or early termination rights.

 

Year of Lease Expirations

 

Number of

Expiring

Leases

 

 

GLA of

Expiring

Leases

 

 

Percentage

of Total

GLA

 

 

Total

Annualized

Base Rent

of Expiring

Leases(1)

 

 

Annualized

Base Rent

per Leased

SF(2)

 

 

Percentage

of Total

Annualized

Base Rent

 

MTM

 

 

1

 

 

 

415

 

 

 

0.0

%

 

$

 

 

$

 

 

 

 

2021

 

 

20

 

 

 

32,562

 

 

 

3.1

%

 

 

561,745

 

 

 

17.25

 

 

 

4.7

%

2022

 

 

19

 

 

 

50,890

 

 

 

4.8

%

 

 

886,681

 

 

 

17.42

 

 

 

7.4

%

2023

 

 

28

 

 

 

128,431

 

 

 

12.2

%

 

 

1,684,240

 

 

 

13.11

 

 

 

14.0

%

2024

 

 

30

 

 

 

82,649

 

 

 

7.8

%

 

 

1,638,509

 

 

 

19.82

 

 

 

13.6

%

2025

 

 

29

 

 

 

190,238

 

 

 

18.1

%

 

 

2,420,011

 

 

 

12.72

 

 

 

20.0

%

2026

 

 

8

 

 

 

56,643

 

 

 

5.4

%

 

 

703,593

 

 

 

12.42

 

 

 

5.9

%

2027

 

 

8

 

 

 

97,607

 

 

 

9.3

%

 

 

1,225,012

 

 

 

12.55

 

 

 

10.2

%

2028

 

 

5

 

 

 

76,094

 

 

 

7.2

%

 

 

764,872

 

 

 

10.05

 

 

 

6.4

%

2029

 

 

5

 

 

 

34,205

 

 

 

3.2

%

 

 

488,547

 

 

 

14.28

 

 

 

4.1

%

2030

 

 

8

 

 

 

99,091

 

 

 

9.4

%

 

 

1,301,880

 

 

 

13.14

 

 

 

10.8

%

Thereafter

 

 

3

 

 

 

22,454

 

 

 

2.1

%

 

 

349,421

 

 

 

15.56

 

 

 

2.9

%

Vacant

 

 

47

 

 

 

183,864

 

 

 

17.4

%

 

 

 

 

 

 

 

 

 

Total/Weighted Average

 

 

211

 

 

 

1,055,143

 

 

 

100.0

%

 

$

12,024,511

 

 

$

13.80

 

 

 

100.0

%

9


 

(1)

Total annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. Total annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(2)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of December 31, 2020.

Description of Properties

Avondale Shops, Washington D.C.

Avondale is a strip retail property located in the northeast region of Washington D.C. at the signalized intersection of Michigan Avenue and Eastern Avenue.  The property has 28,044 square feet of GLA and, as of December 31, 2020, was 82.0% leased to eight tenants and accounted for 4.4% of our total annualized base rent.   The anchor tenant, Dollar Tree, represents approximately 30.5% of Avondale’s total annualized base rent as of December 31, 2020 and its lease expires in May 2027.

Brookhill Azalea Shopping Center, Richmond, Virginia

Brookhill is a retail center located on the border of the City of Richmond and its northern suburbs in close proximity to major transportation corridors Interstate 95, U.S. Route 1 and U.S. Route 301.  The property is located adjacent to major retail demand drivers Walmart and CVS Pharmacy.  The property has 163,363 square feet of GLA and, as of December 31, 2020, was 79.8% leased to 25 tenants and accounted for 10.9% of our total annualized base rent.  The anchor tenant, Food Lion, represented 23.6% of Brookhill’s total annualized base rent as of December 31, 2020 and its lease expires in January 2025.  Other notable national tenants include Dollar General and Kentucky Fried Chicken. The property management for Brookhill is performed by a third-party manager that is responsible for the day-to-day aspects of managing Brookhill, including collecting rents, maintaining the property in good working order and providing us with periodic property condition reports and leasing pipeline updates. We are responsible for the back office management of Brookhill, including processing rental payments and accounting functions.

Coral Hills Shopping Center, Capitol Heights, Maryland

Coral Hills is a retail center located in the densely populated Capitol Heights neighborhood, which is blocks from the Washington D.C. metro line and has excellent visibility along Marlboro Pike with large pylons. The property is anchored by Compare Foods and is adjacent to McDonalds and across the street from a CVS Pharmacy.  The property has 85,928 square feet of GLA and, as of December 31, 2020, was 100.0% leased to 16 tenants and accounted for 10.9% of our total annualized base rent. Compare Foods represented 24.1% of Coral Hill’s total annualized base rent as of December 31, 2020 and its lease expires in February 2026. Other notable national tenants include Family Dollar and AutoZone.

Crestview Square, Landover Hills, Maryland

Crestview is located in a densely populated suburban market near the Hyattsville Arts District and University of Maryland College Park campus.  The property is located less than a mile from major regional transportation corridors, including Interstate 295 and U.S. Route 50.  The property has prominent pylon signage at the signalized intersection for Annapolis Road and Cooper Lane and is in close proximity to national retailers Walmart and McDonalds.  The property has 74,694 square feet of GLA and, as of December 31, 2020, was 98.7% leased to 19 tenants and accounted for 11.6% of our total annualized base rent.  The anchor tenant, Value Village, represented 18.9% of Crestview’s total annualized base rent as of December 31, 2020 and its lease expires in January 2030.

Dekalb Plaza, East Norriton, Pennsylvania

Dekalb is a retail center located in a Philadelphia suburb.  The property is located at a major signalized intersection of Dekalb Pike and West Germantown Pike and is positioned in close proximity to Walmart and T.J. Maxx and across the street from Suburban Community Hospital, part of the national Prime Healthcare system.  The property has 178,815 square feet of GLA and, as of December 31, 2020, was 81.5% leased to 13 tenants and accounted for 12.6% of our total annualized base rent.  The anchor tenant, Urban Air, represented 25.0% of Dekalb’s total annualized base rent as of December 31, 2020 and its lease expires in October 2028.  Other notable tenants include Crunch Fitness, Big Lots, Goodwill and Chick-fil-A.


10


 

The following tables set forth certain information with respect to Dekalb Plaza as of December 31, 2020.

Significant Tenants

Tenant

 

Lease Expiration

 

Renewal Options

 

Total Leased GLA

 

 

% of Property GLA

 

 

Annualized

Base

Rent(1)

 

 

Annualized

Base Rent

per Leased

SF(2)

 

 

% of Property

Annualized

Base Rent

 

Urban Air

 

10/31/2028

 

2 x 5 year Terms

 

 

34,075

 

 

 

23.4

%

 

$

381,640

 

 

$

11.20

 

 

 

25.0

%

Big Lots

 

01/31/2025

 

1 x 5 year Term

 

 

32,788

 

 

 

22.5

%

 

 

229,516

 

 

 

7.00

 

 

 

15.0

%

Goodwill

 

10/31/2023

 

3 x 5 year Terms

 

 

25,460

 

 

 

17.5

%

 

 

190,950

 

 

 

7.50

 

 

 

12.5

%

Crunch Fitness

 

12/31/2025

 

2 x 5 year Terms

 

 

25,320

 

 

 

17.4

%

 

 

240,540

 

 

 

9.50

 

 

 

15.8

%

(1)

Annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(2)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of December 31, 2020.

Lease Expirations

Year of Lease Expirations

 

Number of

Expiring

Leases

 

 

GLA of

Expiring

Leases

 

 

Percentage

of Total

GLA

 

 

Total

Annualized

Base Rent

of Expiring

Leases(1)

 

 

Annualized

Base Rent

per Leased

SF(2)

 

 

Percentage

of Total

Annualized

Base Rent

 

2021

 

 

1

 

 

 

1,962

 

 

 

1.1

%

 

$

36,447

 

 

$

18.58

 

 

 

2.4

%

2022

 

 

1

 

 

 

850

 

 

 

0.5

%

 

 

15,335

 

 

 

18.04

 

 

 

1.0

%

2023

 

 

2

 

 

 

27,160

 

 

 

15.2

%

 

 

232,600

 

 

 

8.56

 

 

 

15.2

%

2024

 

 

3

 

 

 

9,900

 

 

 

5.5

%

 

 

172,826

 

 

 

17.46

 

 

 

11.3

%

2025

 

 

2

 

 

 

58,108

 

 

 

32.5

%

 

 

470,055

 

 

 

8.09

 

 

 

30.8

%

2026

 

 

1

 

 

 

750

 

 

 

0.4

%

 

 

13,113

 

 

 

17.48

 

 

 

0.9

%

2027

 

 

2

 

 

 

12,902

 

 

 

7.2

%

 

 

205,029

 

 

 

15.89

 

 

 

13.4

%

2028

 

 

1

 

 

 

34,075

 

 

 

19.1

%

 

 

381,640

 

 

 

11.20

 

 

 

25.0

%

2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vacant

 

 

7

 

 

 

33,108

 

 

 

18.5

%

 

 

 

 

 

 

 

 

 

Total/Weighted Average

 

 

20

 

 

 

178,815

 

 

 

100.0

%

 

$

1,527,045

 

 

$

10.48

 

 

 

100.0

%

(1)

Total annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(2)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of December 31, 2020.

Occupancy Rate and Base Rent

 

As of December 31,

 

Occupancy Rate (1)

 

 

Average Annual Rent

Per Square Foot (2)

 

2020

 

 

81.5

%

 

$

10.48

 

2019

 

 

81.5

%

 

$

10.34

 

2018

 

 

83.8

%

 

$

10.11

 

2017

 

 

74.1

%

 

$

10.29

 

2016

 

 

68.6

%

 

$

10.24

 

(1)

Occupancy rate is calculated as occupied GLA divided by total GLA as of December 31 of each year.

(2)

Average annual rent per square foot is calculated by dividing the total annualized base rent by the occupied GLA as of December 31 of each year.

11


Hollinswood Shopping Center, Baltimore, Maryland

Hollinswood is a retail center located in suburban Baltimore, Maryland. The property has 112,698 of GLA and, as of December 31, 2020, was 78.5% leased to 21 tenants and accounted for 12.1% of our total annualized base rent. The anchor tenant, LA Mart, represented 20.2% of Hollinswood’s total annualized base rent as of December 31, 2020 and its lease expires in October 2030. Other notable tenants include Dollar Tree, Advance Auto, Dollar General and a Royal Farms convenience and gas center.

The following tables set forth certain information with respect to Hollinswood Shopping Center as of December 31, 2020.

Significant Tenants

Tenant

 

Lease Expiration

 

Renewal Options

 

Total Leased GLA

 

 

% of Property GLA

 

 

Annualized

Base

Rent(1)

 

 

Annualized

Base Rent

per Leased

SF(2)

 

 

% of Property

Annualized

Base Rent

 

LA Mart

 

10/31/2030

 

2 x 5 year Terms

 

 

30,030

 

 

 

34.0

%

 

$

293,867

 

 

$

9.79

 

 

 

20.2

%

Dollar General

 

7/31/2027

 

2 x 5 year Terms

 

 

12,286

 

 

 

13.9

%

 

 

162,326

 

 

 

13.21

 

 

 

11.2

%

(1)

Annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of December 31, 2020, for leases that had commenced as of such date, by (b) 12. In the case of triple net or modified gross leases, annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(2)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of December 31, 2020.

Lease Expirations

Year of Lease Expirations

 

Number of

Expiring

Leases

 

 

GLA of

Expiring

Leases

 

 

Percentage

of Total

GLA

 

 

Total

Annualized

Base Rent

of Expiring

Leases(1)

 

 

Annualized

Base Rent

per Leased

SF(2)

 

 

Percentage

of Total

Annualized

Base Rent

 

2021

 

 

4

 

 

 

6,555

 

 

 

5.8

%

 

$

138,477

 

 

 

21.13

 

 

 

9.5

%

2022

 

 

2

 

 

 

4,378

 

 

 

3.9

%

 

 

92,160

 

 

 

21.05

 

 

 

6.3

%

2023

 

 

2

 

 

 

4,005

 

 

 

3.6

%

 

 

87,137

 

 

 

21.76

 

 

 

6.0

%

2024

 

 

2

 

 

 

4,725

 

 

 

4.2

%

 

 

98,651

 

 

 

20.88

 

 

 

6.8

%

2025

 

 

2

 

 

 

3,188

 

 

 

2.8

%

 

 

53,884

 

 

 

16.90

 

 

 

3.7

%

2026

 

 

2

 

 

 

9,150

 

 

 

8.1

%

 

 

140,764

 

 

 

15.38

 

 

 

9.7

%

2027

 

 

1

 

 

 

12,286

 

 

 

10.9

%

 

 

162,326

 

 

 

13.21

 

 

 

11.2

%

2028