Broad Street Realty, Inc NT 10-Q, filed Jun 30, 2020
Broad Street Realty, Inc. (BRST)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-09043
| (Check One): | ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR | |
| For Period Ended: March 31, 2020 | ||
| ☐ Transition Report on Form 10-K | ||
| ☐ Transition Report on Form 20-F | ||
| ☐ Transition Report on Form 11-K | ||
| ☐ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: N/A | ||
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
BROAD STREET REALTY, INC.
Full Name of Registrant:
N/A
Former Name if Applicable:
7250 Woodmont Ave, Suite 350
Address of Principal Executive Office (Street and Number):
Bethesda, Maryland 20814
City, State and Zip Code:
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☐ | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
Broad Street Realty, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (the “Quarterly Report”) within the prescribed time period without unreasonable effort or expense for the reasons set forth below.
As previously disclosed in the Company’s Current Report on Form 8-K filed on May 15, 2020, the Company relied on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934, Modifying Exemptions From The Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) (the “Order”) to delay the filing of the Quarterly Report due to circumstances related to COVID-19. In accordance with the Order, the deadline for the Quarterly Report was extended to June 29, 2020, which is the 45th day from the original deadline of May 15, 2020.
The current remote work environment caused by the COVID-19 pandemic has resulted in disruptions in the Company’s ability to complete its accounting and internal review processes and provide its auditors with timely access to its original books and records to complete their required procedures in a timely manner. Substantially all of the Company’s accounting staff have been exclusively working remotely, which has made it more difficult for the Company to complete the Quarterly Report in a timely fashion.
In addition, as previously disclosed, on December 27, 2019 and December 31, 2019, the Company completed mergers (collectively, the “Mergers”) with Broad Street Realty, LLC (“BSR”) and 11 other Broad Street entities. As a result of the Mergers, the Company succeeded to the business of BSR, including its commercial brokerage, property management and development businesses, and acquired ten retail properties. Pursuant to the agreements and plans of merger related to the Mergers, immediately prior to or at the effective time of the Mergers on December 27, 2019, all of the Company’s then-existing officers resigned and all of BSR’s management team and employees, including its accounting personnel, became the management team and employees of the Company. In addition, all of the Company’s accounting and financial systems were replaced with those of BSR.
Also, as previously disclosed on March 30, 2020, the Company has been unable to file its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) due to the timing of the closing of the Mergers and the significant time and effort necessary to determine the accounting treatment for the Mergers and to prepare the required financial statements.
Due to the continued impact of the COVID-19 pandemic on the Company, the substantial changes in the business and operations of the Company in connection with the Mergers and the continuing preparation and audit of the financial statements to be included in the Annual Report, the Company could not file the Quarterly Report within the prescribed time period without unreasonable effort or expense.
PART IV
OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: | |||||||||||
| Michael Z. Jacoby | (301) | 828-1200 | ||||||||||
| Name | (Area Code) | (Telephone Number) | ||||||||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☐ Yes ☒ No | |||||||||||
| • Annual Report on Form 10-K for the year ended December 31, 2019 | ||||||||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No | |||||||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||||||||
| The financial statements of the Company included in the Quarterly Report will reflect the financial condition, results of operations and cash flows of the Company on a consolidated basis after giving effect to the Mergers. The Company’s results of operations for the three months ended March 31, 2020 that will be included in the Quarterly Report, therefore, will not be comparable to the results of operations of the Company included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019. Due to the substantial changes in the business and operations of the Company in connection with the Mergers and the continuing preparation and review of the Company’s financial statements, the Company at this time cannot provide a reasonable estimate of the results of operations for the three months ended March 31, 2020. | ||||||||||||
BROAD STREET REALTY, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| June 30, 2020 | By: | /s/ Michael Z. Jacoby | ||||||
| Michael Z. Jacoby, Chief Executive Officer |