Private company
Broad Street Realty, Inc.
Broad Street Realty, Inc. is an American real estate company based in Bethesda.2
Last updated Oct 21, 2026.
Overview
- IndustryReal Estate2
- HeadquartersBethesda, United States2
- Incorporated inDE3
- Business address11911 Freedom Drive, Suite 450, Reston, Va 201903
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formCorporation2
- Kind of organizationCommercial real estate vehicle2
- LEI549300HPC42X4M6B90702
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressC/O DELAWARE SECRETARY OF STATE, 19901 Dover, United States2
- Registered withDivision of Corporations, Department of State, 21203592
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We are focused on owning and managing essential grocery-anchored and mixed-use assets located in densely populated technology employment hubs and higher education centers within the Mid-Atlantic, Southeast and Colorado markets. As of December 31, 2024, we owned 15 properties, of which two properties are being redeveloped. The properties in our portfolio 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. 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 …5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Other costs100¢$41.3M
- Income tax0¢$78.0K
Out of $41.3M in revenue.6 The company lost money this year.
Where each dollar of operating cash went, fiscal 2024
- Kept or used elsewhere100¢$601.0K
Out of $601.0K of cash from operations.6
Financial statements
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Revenue | $5.9M7 | $7.2M8 | $19.7M9 | $25.3M10 | $33.0M11 | $42.2M6 | $41.3M6 |
| Operating expenses | $31.4M10 | $41.8M11 | $48.3M6 | $41.6M6 | |||
| Operating income | -$1.7M7 | -$1.6M8 | -$5.1M9 | -$6.1M10 | -$8.8M11 | $5.4M6 | -$292.0K6 |
| Interest | $188.0K7 | $3.1M8 | $6.7M9 | $10.0M10 | $12.7M11 | $18.5M11 | |
| Income before tax | -$22.1M11 | -$10.6M6 | -$14.7M6 | ||||
| Income tax | -$704.0K8 | -$3.0M9 | -$3.5M10 | -$5.9M11 | -$3.6M6 | $78.0K6 | |
| Net income | -$602.5K12 | -$1.9M8 | -$8.1M9 | -$9.5M9 | -$16.3M11 | -$7.0M6 | -$14.8M6 |
| Earnings per share | -$0.3510 | -$0.4711 | -$0.606 | -$0.806 | |||
| Earnings per share (diluted) | -$0.3510 | -$0.4711 | -$0.606 | -$0.806 | |||
| Shares (weighted, basic) | 26.9M shares10 | 32.4M shares11 | 35.6M shares6 | 36.0M shares6 | |||
| Shares (weighted, diluted) | 26.9M shares10 | 32.4M shares11 | 35.6M shares6 | 36.0M shares6 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Cash | $138.0K7 | $9.1M8 | $4.1M9 | $2.8M10 | $12.4M11 | $9.8M6 | $16.2M6 |
| Current assets | $173.5K12 | ||||||
| Property, plant and equipment | $68.0K10 | $64.0K11 | $144.0K6 | $125.0K6 | |||
| Total assets | $4.0M7 | $192.3M8 | $191.4M9 | $251.7M10 | $402.3M11 | $351.1M6 | $345.3M6 |
| Current liabilities | $153.1K12 | ||||||
| Long-term debt | $4.6M7 | $112.5M8 | $122.1M9 | $179.0M10 | $267.6M11 | $231.0M6 | $247.1M6 |
| Total liabilities | $9.0M7 | $140.9M8 | $147.9M9 | $203.5M10 | $289.8M11 | $248.0M6 | $263.6M6 |
| Retained earnings | -$19.5M10 | -$33.3M11 | -$36.4M6 | -$46.9M6 | |||
| Shareholders’ equity | $39.0K12 | $51.4M8 | $44.8M9 | $50.8M10 | $39.2M11 | $19.7M6 | -$9.0M6 |
| Shares outstanding | 0 shares7 | 21.6M shares8 | 22.6M shares9 | 31.9M shares10 | 32.3M shares11 | 33.4M shares6 | 35.0M shares6 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Cash from operations | -$1.1M7 | -$5.3M8 | -$2.4M9 | -$5.6M10 | -$4.1M11 | -$3.8M6 | $601.0K6 |
| Depreciation and amortization | $13.3M10 | $17.4M11 | $18.8M6 | $14.9M6 | |||
| Stock-based compensation | $642.0K10 | $1.9M11 | $1.5M6 | $1.7M6 | |||
| Capital spending | |||||||
| Free cash flow | |||||||
| Cash from investing | -$20.2M10 | -$135.5M11 | $38.8M6 | -$1.5M6 | |||
| Cash from financing | $26.9M10 | $145.6M11 | -$38.3M6 | $7.8M6 |
Corporate structure
Broad Street Realty, Inc. sits at the top of its group. 29 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Broad Street Realty, Inc.
- Fortress Investment Group LLC Filed SCHEDULE 13D/A on Broad Street Realty, Inc., latest Aug 4, 2026 (9 filings since Nov 29, 2022)
- FIG Buyer GP, LLC Filed SC 13D on Broad Street Realty, Inc., latest May 21, 2024
- Broad Street Realty, Inc. Bethesda, Maryland, United States
- Broad Street Eagles JV LLC Subsidiary · Delaware, United States
- Broad Street OP GP, LLC Subsidiary · Delaware, United States
- Broad Street Operating Partnership, LP Subsidiary · Delaware, United States
- Broad Street Realty Commercial Services, LLC Subsidiary · Delaware, United States
- Broad Street Ventures, LLC Subsidiary · Maryland, United States
- BSC Cromwell Property LLC Subsidiary · Maryland, United States
- BSR Midtown Current LLC Subsidiary · Delaware, United States
- BSR Midtown Current Parent LLC Subsidiary · Delaware, United States
- BSV Acquisitions LLC Subsidiary · Maryland, United States
- BSV Avondale LLC Subsidiary · Washington, United States
- BSV COLONIAL INVESTOR LLC Subsidiary · Bethesda, Maryland, United States
- BSV Colonial Owner LLC Subsidiary · Reston, Virginia, United States
- BSV Coral Hills LLC Subsidiary · Maryland, United States
- BSV Crestview Square LLC Subsidiary · Maryland, United States
- BSV Cromwell Parent LLC Subsidiary · Maryland, United States
- BSV Dekalb LLC Subsidiary · Bethesda, Maryland, United States
- BSV Greenwood Investors LLC Subsidiary · Delaware, United States
- BSV Greenwood Village LLC Subsidiary · Delaware, United States
- BSV Highlandtown LLC Subsidiary · Maryland, United States
- BSV Hollinswood LLC Subsidiary · Maryland, United States
- BSV Lamar East LLC Subsidiary · Delaware, United States
- BSV Lamar West LLC Subsidiary · Delaware, United States
- BSV Lamont Investors LLC Subsidiary · Delaware, United States
- BSV LAMONTICELLO INVESTORS LLC Subsidiary · Bethesda, Maryland, United States
- BSV Lamonticello Owner LLC Subsidiary · Reston, Virginia, United States
- and 3 more
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Broad Street Realty, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Land | $54.9M6 Dec 31, 2024 | $54.9M6 Dec 31, 2023 | 0% |
| Furniture and fixtures | $1.8M6 Dec 31, 2024 | $1.7M6 Dec 31, 2023 | +3.7% |
| Construction in progress | $604.0K6 Dec 31, 2024 | $5.5M6 Dec 31, 2023 | −88.9% |
| Property and equipment, net | $125.0K6 Dec 31, 2024 | $144.0K6 Dec 31, 2023 | −13.2% |
| Operating-lease assets (leased space) | $1.3M6 Dec 31, 2024 | $1.5M6 Dec 31, 2023 | −16.1% |
Real estate and locations
| Item | Latest | A year before | Change |
|---|---|---|---|
| Real estate investments, net | $311.4M6 Dec 31, 2024 | $325.2M6 Dec 31, 2023 | −4.2% |
| Real estate investments, at cost | $375.2M6 Dec 31, 2024 | $373.9M11 Dec 31, 2023 | +0.3% |
| Real estate accumulated depreciation | $66.9M6 Dec 31, 2024 | $51.9M6 Dec 31, 2023 | +28.9% |
| Real estate properties | 156 Dec 31, 2024 | 1511 Dec 31, 2023 | 0% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Finite-lived intangibles, gross | $33.0M6 Dec 31, 2024 | $33.4M6 Dec 31, 2023 | −1.2% |
Properties, in its own words
The information set forth under “Our Portfolio” in Item 1 of this report is incorporated herein by reference.
Item 2 of the 10-K filed Mar 28, 2025.5
Leadership
Who has led Broad Street Realty, Inc., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
- Chief executive officerMichael Z. Jacoby Dec 31, 2019 to Sep 19, 202415
- Chief executive officerGary O. Marino Feb 4, 2009 to Dec 23, 201316
- Chief executive officerPaul S. Dennis Sep 9, 2008 to Aug 25, 201717
- ChairGary O. Marino Jul 31, 2008 to Dec 31, 201418
- PresidentPaul S. Dennis Jun 5, 2017 to Aug 25, 201719
- PresidentJoseph C. Bencivenga Aug 11, 2017 to Aug 25, 201720
- PresidentDonald D. Redfearn Oct 2, 2013 to Oct 2, 201321
- PresidentGary O. Marino Feb 4, 2009 to Jul 7, 201116
- Chief financial officerAlexander Topchy Dec 31, 2019 to Sep 26, 202422
- Chief financial officerLarry Forman Jun 2, 2010 to Sep 16, 201023
- Chief financial officerBennett Marks Nov 18, 2008 to Feb 23, 201024
- Chief financial officerPaul S. Dennis Mar 6, 2007 to Aug 25, 201725
Board members and other officers (20)
- Vice President & TreasurerPaul S. Dennis Jun 3, 2009 to Feb 23, 201026
- VP of Wood Energy GroupAndy C. Lewis Sep 9, 2009 to Feb 11, 201027
- VP Administration & SecretaryC. Lawrence Rutstein Oct 14, 2009 to Jan 10, 201128
- Board memberJeffery C. Walraven Oct 24, 2023 to Jun 25, 202429
- Board memberDonna Brandin Jan 19, 2022 to Jan 3, 202330
- Board memberNoah Shore Nov 28, 2022 to Nov 28, 202231
- Board memberJeffrey H. Foster Jan 2, 2020 to Jun 25, 202432
- Board memberDaniel J. W. Neal Dec 31, 2019 to Jun 25, 202433
- Board memberMichael Z. Jacoby Dec 31, 2019 to Sep 19, 202415
- Board memberSamuel M. Spiritos Dec 31, 2019 to Feb 14, 202534
- Board memberThomas M. Yockey Dec 31, 2019 to Jun 25, 202435
- Board memberVineet P. Bedi May 29, 2018 to Jan 3, 202336
- Board memberJoseph C. Bencivenga Aug 25, 2017 to Jan 4, 202237
- Board memberDonald S. Denbo Oct 15, 2013 to Aug 25, 201738
- Board memberMark L. Friedman Oct 16, 2013 to Mar 15, 201739
- Board memberDonald D. Redfearn Jan 6, 2010 to Oct 2, 201340
- Board memberBennett Marks Nov 18, 2008 to Aug 25, 201724
- Board memberGary O. Marino Feb 5, 2007 to Aug 25, 201741
- Board memberPaul S. Dennis Feb 5, 2007 to Aug 25, 201742
- Board memberHarvey J. Polly Feb 16, 2007 to Jan 28, 201043
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- BSC Cromwell Property LLC Maryland4
- BSR Midtown Current LLC Delaware4
- BSR Midtown Current Parent LLC Delaware4
- BSV Acquisitions LLC Maryland4
- BSV Avondale LLC Washington, DC4
- BSV Colonial Owner LLC Virginia4
- BSV Coral Hills LLC Maryland4
- BSV Crestview Square LLC Maryland4
- BSV Cromwell Parent LLC Maryland4
- BSV Greenwood Investors LLC Delaware4
- BSV Greenwood Village LLC Delaware4
- BSV Highlandtown LLC Maryland4
- BSV Hollinswood LLC Maryland4
- BSV Lamar East LLC Delaware4
- BSV Lamar West LLC Delaware4
- BSV Lamont Investors LLC Delaware4
- BSV Lamonticello Owner LLC Virginia4
- BSV Patrick Street LLC Maryland4
- BSV Premier Brookhill LLC Virginia4
- BSV West Broad Commons LLC Virginia4
- Broad Street Eagles JV LLC Delaware4
- Broad Street OP GP, LLC Delaware4
- Broad Street Operating Partnership, LP Delaware4
- Broad Street Realty Commercial Services, LLC Delaware4
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
Timeline
- Mar 26, 20268-K Bankruptcy or receivership; Executive or director change44
- Nov 12, 20258-K Executive or director change45
- Nov 10, 20258-K Executive or director change46
- Sep 3, 20258-K Executive or director change47
- Apr 11, 20258-K Debt or obligation accelerated; Other events48
- May 30, 20248-K Shareholder vote49
- May 6, 20248-K Regulation FD disclosure50
- Apr 11, 20248-K Regulation FD disclosure51
- Apr 10, 20248-K Executive or director change52
- Oct 24, 20238-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote53
- Jul 25, 20238-K Completed an acquisition or sale54
- Jul 7, 20238-K Completed an acquisition or sale55
- Dec 31, 2019New chief executive Michael Z. Jacoby becomes CEO15
- Feb 4, 2009New chief executive Gary O. Marino becomes CEO16
- Sep 9, 2008New chief executive Paul S. Dennis becomes CEO17
- Mar 13, 1987Founded Broad Street Realty, Inc. is founded2
Filings
177 filings to the SEC since October 2021: 6 annual reports, 12 quarterly reports, 23 major events, 114 insider forms, 10 large holders, 1 private raises, 11 other. The latest 20:
- Aug 4, 2026SCHEDULE 13D/A EDGAR
- Mar 26, 20268-K EDGAR
- Nov 17, 2025NT 10-Q EDGAR
- Nov 12, 20258-K EDGAR
- Nov 10, 20258-K EDGAR
- Sep 3, 20258-K EDGAR
- Aug 19, 202510-Q EDGAR
- Aug 15, 2025NT 10-Q EDGAR
- Jun 6, 202510-Q EDGAR
- May 16, 2025NT 10-Q EDGAR
- Apr 29, 202510-K/A EDGAR
- Apr 22, 2025SCHEDULE 13D/A EDGAR
- Apr 11, 20258-K EDGAR
- Apr 10, 2025SCHEDULE 13D/A EDGAR
- Apr 2, 2025SCHEDULE 13D/A EDGAR
- Mar 28, 202510-K EDGAR
- Mar 12, 2025SCHEDULE 13D/A EDGAR
- Mar 4, 2025SCHEDULE 13D/A EDGAR
- Feb 14, 20255 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP EDGAR
- Feb 4, 2025SCHEDULE 13D/A EDGAR
The 177 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
70 open-market trades by officers, directors and large owners since October 2021: 70 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 24, 2024 | Topchy AlexanderChief Financial Officer | Buy | 4,800 | $0.30 | $1.4K | Form 4 |
| Sep 17, 2024 | Jacoby Michael ZChief Executive Officer | Buy | 13,750 | $0.23 | $3.2K | Form 4 |
| Sep 11, 2024 | Topchy AlexanderChief Financial Officer | Buy | 9,575 | $0.21 | $2.0K | Form 4 |
| Sep 6, 2024 | Topchy AlexanderChief Financial Officer | Buy | 10,000 | $0.21 | $2.1K | Form 4 |
| Aug 26, 2024 | Topchy AlexanderChief Financial Officer | Buy | 5,000 | $0.17 | $850 | Form 4 |
| Aug 23, 2024 | Jacoby Michael ZChief Executive Officer | Buy | 22,510 | $0.18 | $4.1K | Form 4 |
| Aug 22, 2024 | Spiritos Samuel MDirector | Buy | 20,000 | $0.15 | $3.0K | Form 4 |
| Aug 21, 2024 | Spiritos Samuel MDirector | Buy | 30,000 | $0.15 | $4.5K | Form 4 |
| Aug 20, 2024 | Jacoby Michael ZChief Executive Officer | Buy | 1,000 | $0.24 | $240 | Form 4 |
| Aug 16, 2024 | Spiritos Samuel MDirector | Buy | 19,000 | $0.14 | $2.7K | Form 4 |
| Aug 16, 2024 | Topchy AlexanderChief Financial Officer | Buy | 71,500 | $0.13 | $9.3K | Form 4 |
| Aug 16, 2024 | Jacoby Michael ZChief Executive Officer | Buy | 53,500 | $0.13 | $6.8K | Form 4 |
| May 17, 2024 | Spiritos Samuel MDirector | Buy | 30,000 | $0.37 | $11.1K | Form 4 |
| May 17, 2024 | Topchy AlexanderChief Financial Officer | Buy | 2,500 | $0.36 | $900 | Form 4 |
| Dec 29, 2023 | Neal Daniel J WDirector | Buy | 31,998 | $0.81 | $25.9K | Form 4 |
| Dec 29, 2023 | Jacoby Michael ZChief Executive Officer | Buy | 2,500 | $0.90 | $2.2K | Form 4 |
| Dec 28, 2023 | Jacoby Michael ZChief Executive Officer | Buy | 6,500 | $0.96 | $6.2K | Form 4 |
| Dec 28, 2023 | Spiritos Samuel MDirector | Buy | 2,500 | $0.69 | $1.7K | Form 4 |
| Dec 15, 2023 | Jacoby Michael ZChief Executive Officer | Buy | 6,001 | $0.81 | $4.9K | Form 4 |
| Nov 28, 2023 | Spiritos Samuel MDirector | Buy | 9,080 | $0.72 | $6.5K | Form 4 |
All 70 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Fortress Investment Group LLCSCHEDULE 13D/A, 9 filings Nov 29, 2022 to Aug 4, 202656
- FIG Buyer GP, LLCSC 13D, 1 filing May 21, 202457
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
SEC filer profile
How Broad Street Realty, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBroad Street Realty, Inc.1
- CIK0000764897
- Employer ID (EIN)36-33612295
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
- Incorporated inDelaware5
- Fiscal year endsDecember 311
- Industry code (SIC)6500 Real Estate1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address11911 Freedom Drive, Suite 450, Reston, VA 201901
- Phone561-617-80501
- Shares outstanding34,721,513 as of Aug 14, 202514
- Public float$7.3B as of Jun 30, 20245
- AuditorCherry Bekaert LLP, Richmond, Virginia PCAOB ID 677; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceFeb 22, 19951
- Filings704 in all: 4 (278), 8-K (110), 10-Q (53), 10QSB (39), SC 13D/A (35), 3 (26), 10-K (18), SC 13D (14)1
All 38 form types
NT 10-Q (12), 10KSB (10), NT 10-K (10), 4/A (9), D (9), 5 (7), DEF 14C (7), PRE 14C (7), SCHEDULE 13D/A (7), UPLOAD (7), 8-K/A (6), 10QSB/A (4), CORRESP (4), PRER14A (4), 10-K/A (3), 10KSB40 (3), DEF 14A (3), REGDEX (3), S-8 (3), 10-Q/A (2), 10KSB/A (2), 3/A (1), CT ORDER (1), D/A (1), DEFS14A (1), PRE 14A (1), PRES14A (1), SC 13G (1), SC 13G/A (1), SC 14F1 (1)
- Latest filingsAnnual report (10-K) Mar 28, 2025
Quarterly report (10-Q) Aug 19, 2025
Proxy statement (DEF 14A) Apr 22, 2024
Latest 8-K (8-K) Mar 26, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| None | NONE |
From the cover page of the 10-K filed Mar 28, 2025 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks Broad Street Realty, Inc. names in Item 1A of its 10-K filed Mar 28, 2025: 53 risks under these headings, as written.5
- Risks Related to Our Business and Properties
- We have a history of net losses and expect to continue to incur net losses in the near term.
- We primarily rely upon external sources of capital to fund acquisitions, development opportunities and repayment of significant maturities of principal debt, and, if we encounter difficulties in obtaining capital, we may not be able to repay maturing obligations or make future investments necessary to grow our business.
- All of the properties in our portfolio are located in the greater Mid-Atlantic and Colorado regions. Adverse economic or regulatory developments in these areas 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 face significant competition from the College of William and Mary university-owned student housing.
- 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 Eagles Sub-OP Operating Agreement contains 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.
- There are inherent risks associated with real estate investments and with the real estate industry, each of which could have an adverse impact on our financial performance and the value of our properties.
The other 42 risks
- 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.
- Our growth will depend in part upon our ability to acquire additional retail properties for our portfolio, and we may be unsuccessful in identifying and consummating attractive acquisitions or taking advantage of other investment opportunities, which would impede our growth and materially and adversely affect our ability to pay dividends to our stockholders.
- The terms of joint venture agreements or other joint ownership arrangements into which we may enter could impair our operating flexibility and subject us to risks not present in investments that do not involve co-ownership.
- Failure to succeed in new markets may limit our growth.
- Many of our operating costs and expenses are fixed and will not decline if our revenues decline.
- Most of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition costs, are subject to inflation.
- 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.
- Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition and results of operations.
- An epidemic, pandemic or other health crisis and measures intended to prevent the spread of such an event could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.
- Cybersecurity incidents or other technology disruptions could negatively impact our business, our relationships, and our reputation.
- We face considerable competition in leasing our properties and may be unable to renew existing leases or re-lease retail space on terms similar to the existing leases, or we may expend significant capital in our efforts to re-lease retail space, which may adversely affect our operating results.
- Our operating results are subject to risks inherent in the student housing industry, including a concentrated lease-up period.
- Certain of the leases at our properties contain, and leases for properties that we may acquire in the future may contain, “co-tenancy” or “go-dark” provisions, which, if triggered, may allow tenants to pay reduced rent, cease operations or terminate their leases, any of which could materially and adversely affect our performance or the value of the affected retail property.
- Risks associated with redevelopment and development activities could materially adversely affect us.
- The illiquid nature of real estate investments could significantly impede our ability to respond to changing economic, financial and investment conditions, which could adversely affect our cash flows and results of operations.
- Increases in interest rates could increase our interest expense and may adversely affect our cash flows, our ability to service our indebtedness and our ability to pay dividends to our stockholders.
- Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations, cash flows, cash available for distribution and ability to service our debt obligations.
- If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements could be impaired, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.
- We face possible liability for environmental cleanup costs and damages for contamination related to properties we acquire, which could materially adversely affect our business, financial condition and results of operations and our ability to pay dividends to our stockholders.
- Uninsured losses relating to real estate and lender requirements to obtain insurance may materially adversely affect our business, financial condition and results of operations and our ability to pay dividends to our stockholders.
- Compliance with the ADA and fire, safety and other regulations may require us to make unexpected expenditures that adversely affect our business, financial condition, results of operations and ability to pay dividends to our stockholders.
- We are subject to risks from natural disasters, such as hurricanes and flooding, and the risks associated with the physical effects of climate change.
- We may not be able to rebuild our properties to their existing specifications if we experience a substantial or comprehensive loss of such properties.
- We depend on key personnel whose continued service is not guaranteed and each of whom would be difficult to replace.
- Risks Related to Our Common Stock
- 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.
- Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
- Future issuances of debt securities or preferred stock, which would rank senior to our common stock upon liquidation, or future issuances of equity securities (including OP units), which would dilute our existing stockholders and may be senior to our common stock for purposes of making distributions, may materially and adversely affect the market price of our common stock and the value of OP units.
- Increases in market interest rates may reduce demand for our common stock and result in a decline in the market price of our common stock.
- Risks Related to Our Organizational Structure
- 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.
- We are a holding company with no direct operations and, as such, we will rely on funds received from the Eagles Sub-OP and the Operating Partnership to pay any distributions to our stockholders, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of the Eagles Sub-OP and the Operating Partnership and its subsidiaries.
- Our board of directors may change its strategies, policies or procedures without the consent of stockholders, which may subject us to different and more significant risks in the future.
- Certain provisions in the OP Partnership Agreement may delay or prevent unsolicited acquisitions of us.
- Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event that we take certain actions which are not in our stockholders’ best interests.
- Anti-takeover provisions in our organizational documents and under Delaware law could delay or prevent a change of control.
- Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware or the U.S. federal district courts, as applicable, will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.
- Termination of the employment agreements with our executive officers could be costly and prevent a change in control.
- Our tax protection agreements could limit our ability to sell or otherwise dispose of certain properties.
- Our tax protection agreements may require our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.
Legal proceedings
From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently involved in any material legal proceedings outside the ordinary course of our business.
The opening of Item 3, Legal Proceedings.5
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 18SEC EDGARGary O. Marino, Chair
- 19SEC EDGARPaul S. Dennis, President
- 20SEC EDGARJoseph C. Bencivenga, President
- 21SEC EDGARDonald D. Redfearn, President
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- 29SEC EDGARJeffery C. Walraven, Board member
- 30SEC EDGARDonna Brandin, Board member
- 31SEC EDGARNoah Shore, Board member
- 32SEC EDGARJeffrey H. Foster, Board member
- 33SEC EDGARDaniel J. W. Neal, Board member
- 34SEC EDGARSamuel M. Spiritos, Board member
- 35SEC EDGARThomas M. Yockey, Board member
- 36SEC EDGARVineet P. Bedi, Board member
- 37SEC EDGARJoseph C. Bencivenga, Board member
- 38SEC EDGARDonald S. Denbo, Board member
- 39SEC EDGARMark L. Friedman, Board member
- 40SEC EDGARDonald D. Redfearn, Board member
- 41SEC EDGARGary O. Marino, Board member
- 42SEC EDGARPaul S. Dennis, Board member
- 43SEC EDGARHarvey J. Polly, Board member
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- 45SEC EDGARExecutive or director change
- 46SEC EDGARExecutive or director change
- 47SEC EDGARExecutive or director change
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- 49SEC EDGARShareholder vote
- 50SEC EDGARRegulation FD disclosure
- 51SEC EDGARRegulation FD disclosure
- 52SEC EDGARExecutive or director change
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- 54SEC EDGARCompleted an acquisition or sale
- 55SEC EDGARCompleted an acquisition or sale
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