8-K/A

Exhibit 99.1

Independent Auditor’s Report

Shareholders and Board of Directors

Broad Street Realty, Inc.

Bethesda, Maryland

Opinion

We have audited the accompanying statement of revenues and certain operating expenses (the “financial statement”) of Greenwood Village for the year ended December 31, 2020, and the related notes to the financial statement.

In our opinion, the accompanying financial statement presents fairly, in all material respects, the revenues and certain operating expenses of Greenwood Village for the year ended December 31, 2020 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statement section of our report. We are required to be independent of Greenwood Village and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of a Matter

As described in Note 2 to the financial statement, the accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of Greenwood Village’s revenues and expenses. Our opinion is not modified with respect to that matter.

Responsibilities of Management for the Financial Statement

Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.

In preparing the financial statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Greenwood Village’s ability to continue as a going concern within one year after the date that the financial statement is issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statement

Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.

In performing an audit in accordance with GAAS, we:



Exercise professional judgment and maintain professional skepticism throughout the audit.



Identify and assess the risks of material misstatement of the financial statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.



Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Greenwood Village’s internal control. Accordingly, no such opinion is expressed.



Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statement.



Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Greenwood Village’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA, LLP

Potomac, Maryland

December 17, 2021

Greenwood Village

Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2021 (unaudited) and the Year Ended December 31, 2020

(Dollars in thousands)


	Nine months ended		Year ended
	September 30, 2021		December 31, 2020
	(unaudited)
Revenues:
Rental revenue	$	3,052	$	3,957
Total revenues		3,052		3,957

Certain operating expenses:
Real estate taxes and insurance		553		703
Repairs and maintenance		352		513
Utilities		129		148
Other		239		124
Total certain operating expenses		1,273		1,488

Revenues in excess of certain operating expenses	$	1,779	$	2,469

See accompanying notes

Greenwood Village

Notes to Statements of Revenues and Certain Operating Expenses

For the Nine Months Ended September 30, 2021 (unaudited) and Year Ended December 31, 2020

(Dollars in thousands)

Note 1. Business

Broad Street Realty, Inc. (the “Company”) and one of its subsidiaries entered into an agreement and plan of merger to acquire a retail shopping center (“Greenwood Village”) located in Colorado. The merger transaction pursuant to which the Company acquired Greenwood Village was completed on October 6, 2021. The total consideration for the transaction was approximately $27.2 million.

Note 2. Basis of Presentation

The accompanying Statements of Revenues and Certain Operating Expenses have been prepared for the purpose of complying with Rule 8-06 of Regulation S-X of the U.S. Securities and Exchange Commission for the acquisition of real estate properties and are not intended to be a complete representation of Greenwood Village’s revenues and expenses.

The financial statements are not representative of the actual operations for the periods presented as certain items, which may not be comparable to the future operations of Greenwood Village, have been excluded. Such items include depreciation, amortization, asset management fees, general and administrative expenses, interest expense, interest income, income taxes and amortization of certain lease intangible assets. Therefore, the Statements of Revenue and Certain Operating Expenses may not be comparable to a statement of operations for Greenwood Village after its acquisition by the Company.

The financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States.

Note 3. Significant Accounting Policies

Revenue Recognition

Greenwood Village has the following revenue sources and revenue recognition policies, which are included in rental income on the Statements of Revenues and Certain Operating Expenses:



Base Rent – Greenwood Village recognizes income arising from minimum lease payments from tenant leases. These rents are recognized over the non-cancelable lease term of the related leases on a straight-line basis which includes the effects of scheduled rent increases and abatements under the leases.



Expense reimbursements – Greenwood Village has tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the property. These reimbursements are accrued in the same periods as the expenses are incurred.

Certain Operating Expenses

Operating expenses represent the direct expenses of operating the property and include repairs and maintenance, utilities, property taxes and insurance, management fees and other property expenses that, with the exception of management fees that are excluded from the Statements of Revenue and Certain Operating Expenses, are expected to continue in the ongoing operations of Greenwood Village. Expenditures for repairs and maintenance are expensed as incurred.

Use of Estimates

The preparation of the Statements of Revenue and Certain Operating Expenses in accordance with accounting principles generally accepted in the United States of America requires management of Greenwood Village to make certain estimates and assumptions relating to the reporting and disclosure of revenues and certain operating expenses during the reporting periods. Actual results could differ from those estimates.

Note 4. Future Minimum Rentals

Future minimum lease payments due under the non-cancelable operating leases with tenants, excluding any reimbursed costs, as of December 31, 2020, are shown in the table below (in thousands):


2021	$	2,949
2022		2,967
2023		2,633
2024		2,228
2025		1,771
Thereafter		1,166
Total	$	13,714

Note 5. Related Party Transactions

The entity that owns Greenwood Village paid an affiliate of the Company property management fees, totaling approximately $0.1 million for each of the nine months ended September 30, 2021, and for the year ended December 31, 2020.

Note 6. Commitments and Contingencies

Impact of COVID-19

Management is closely monitoring the impact of the COVID-19 pandemic on the operations of Greenwood Village, including the impact on its tenants and rental revenue. Management 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. In some cases, Management may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable as those currently in place. The extent of the COVID-19 pandemic’s effect on Greenwood Villages’ future operational and financial performance, financial condition and liquidity will depend on future developments, including the duration and intensity of the pandemic, the effectiveness, including the deployment, of COVID-19 vaccines and treatments, the duration of government measures to mitigate the pandemic and how quickly and to what extent normal economic and operating conditions can resume, all of which are uncertain and difficult to predict. Given this uncertainty, Management cannot accurately predict the effect on future periods.

Beginning in April 2020 and through the date of these financial statements, Management entered into lease modifications that deferred less than $0.1 million of contractual revenue and waived $0.1 million of contractual revenue. Approximately $8,000 of the total deferred rent remains outstanding as of the date of these financial statements and has a weighted average payback period of approximately 12 months. Collections and rent deferrals to date may not be indicative of collections or rent deferrals in any future period.

Litigation

Greenwood Village is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management is not aware of any legal proceedings in which the outcome is probable or reasonably possible to have a material adverse effect on Greenwood Village’s results of operations.

Note 7. Subsequent Events

Greenwood Village has been evaluated for subsequent events through December 17, 2021, the date the Statements of Revenues and Certain Operating Expenses were available to be issued.

Exhibit 99.2

Broad Street Realty, Inc.

Pro Forma Consolidated Financial Statements

(Unaudited)

On October 6, 2021, Broad Street Realty, Inc. (the “Company”) completed the merger (the “Greenwood Merger”) pursuant to which it acquired Greenwood Village Shopping Center, a retail shopping center located in Greenwood Village, Colorado with approximately 204,158 square feet of gross leasable area (“Greenwood Village”).

As consideration for the Greenwood Merger, the Company issued an aggregate of 2,752,568 shares of common stock to prior investors in the property-owning entity that was party to the Greenwood Merger. In addition, total consideration for the property included 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 of transaction costs that were capitalized since the transaction was accounted for as an asset acquisition.

In addition, the Company entered into a $23.5 million mortgage loan secured by the property.

The accompanying unaudited pro forma condensed consolidated financial statements primarily give effect to:



the acquisition by the Company of Greenwood Village in connection with the Greenwood Merger;



the issuance of the shares of common stock and the payments of cash in connection with the Greenwood Merger; and



the incurrence of $23.5 million of mortgage indebtedness in connection with the acquisition of Greenwood Village.

Additionally, as previously disclosed in the Company’s Form 8-K/A filed on August 20, 2021, the Company completed the following transactions in the second quarter of 2021:



three mergers were completed in May and June 2021 (the “Q2 2021 Mergers”) pursuant to which the Company acquired: (i) Highlandtown Village Shopping Center, a retail shopping center located in Baltimore, Maryland with approximately 57,513 square feet of gross leasable area; (ii) Cromwell Field Shopping Center, a retail shopping center located in Glen Burnie, Maryland with approximately 233,486 square feet of gross leasable area; and (iii) Spotswood Valley Square Shopping Center, a retail shopping center located in Harrisonburg, Virginia with approximately 190,650 square feet of gross leasable area (collectively, the “Q2 2021 Acquired Properties”);



in connection with the closing of two of the Q2 2021 Mergers, 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 and BSV Spotswood Investors LLC designated as Class A units (the “Lamont Street Preferred Investment”). Lamont Street is entitled to a cumulative annual return of 13.5% on its capital contribution;



in connection with the Lamont Street Preferred Investment, 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”); and



the Company assumed an aggregate of $31.5 million of mortgage indebtedness secured by the Q2 2021 Acquired Properties in connection with the Q2 2021 Mergers.

The accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2021, reflects the financial position of the Company as if the Greenwood Merger and related transactions had been completed on September 30, 2021. No transaction accounting adjustments related to the Q2 2021 Mergers and related transactions noted above were necessary as such transactions were reflected in our historical consolidated balance sheet at September 30, 2021.

The accompanying unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2021, and the year ended December 31, 2020, present the results of operations of the Company as if the Greenwood Merger and the Q2 2021 Mergers and the related transactions had been completed on January 1, 2020. The pro forma transactions noted above are reflected in our historical consolidated statements of operations from their respective dates of acquisition through September 30, 2021. The Company’s transaction accounting adjustments for the Greenwood Merger and the Q2 2021 Mergers reflect the impact on our results of operations for the periods prior to the respective closing dates of the acquisitions had these transactions been completed on January 1, 2020.

The unaudited pro forma condensed consolidated financial statements (including notes thereto) are qualified in their entirety by reference to and should be read in conjunction with (i) the unaudited financial statements of the Company as of and for the nine months ended September 30, 2021, included in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2021, (ii) the audited financial statements of the Company as of and for the year ended December 31, 2020, included in its Annual Report on Form 10-K for the year ended December 31, 2020, (iii) the combined statements of revenues and certain operating expenses of the Q2 2021 Acquired Properties included as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed on August 20, 2021, and (iv) the combined statements of revenues and certain operating expenses of Greenwood Village included as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A to which these unaudited pro forma condensed consolidated financial statements are also filed as an exhibit.

The pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements are based upon currently available information and certain assumptions and estimates; therefore, the actual effects of these transactions will differ from the pro forma adjustments. However, the Company's management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the expected accounting impact for the Greenwood Merger, the Q2 2021 Mergers, and the related transactions.

The accompanying unaudited pro forma condensed consolidated financial statements are subject to a number of estimates, assumptions, and other uncertainties, and do not purport to be indicative of the actual results of operations that would have occurred had the Greenwood Merger, the Q2 2021 Mergers and related transactions occurred on the dates specified, nor do such financial statements purport to be indicative of the results of operations that may be achieved in the future. In addition, the unaudited pro forma condensed consolidated financial statements include pro forma allocations of the purchase price of the property acquired in the Greenwood Merger discussed in the accompanying notes based upon preliminary estimates of the fair value of the assets acquired and liabilities assumed in connection with the acquisitions and are subject to change.

Broad Street Realty, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

September 30, 2021

(Dollars in thousands)


	Broad Street Realty, Inc. Historical			Acquisition of Greenwood Village			Other Pro Forma Adjustments				Company Pro Forma
	A			B
Assets
Real estate properties
Land	$	46,164		$	3,934		$	-			$	50,098
Buildings and improvements		149,246			21,319			-				170,565
Intangible lease assets		29,637			4,335			-				33,972
Construction in progress		638			-			-				638
Less accumulated depreciation and amortization		(19,369	)		-			-				(19,369	)
Total real estate properties, net		206,316			29,588			-				235,904

Cash and cash equivalents		2,388			3,093			-				5,481
Restricted cash		8,626			596			-				9,222
Accounts receivable, net of allowances		2,014			157			(29	)	E		2,142
Other assets, net		4,522			102			-				4,624
Total Assets	$	223,866		$	33,536		$	(29	)		$	257,373

Liabilities and Equity
Liabilities
Mortgage and other indebtedness, net	$	157,361		$	23,108	C	$	-			$	180,469
Accounts payable and accrued liabilities		10,292			2,874			-				13,166
Unamortized intangible lease liabilities, net		2,579			398			-				2,977
Deferred tax liabilities		8,627			-			-				8,627
Payables due to related parties		4			-			-				4
Deferred revenue		571			302			-				873
Total liabilities		179,434			26,682			-				206,116

Equity
Preferred stock, $0.01 par value, 20,000 shares authorized, 500 shares outstanding at September 30, 2021		-			-			-				-
Common stock, $0.01 par value, 50,000,000 shares authorized, 31,791,790 pro forma shares issued and outstanding at September 30, 2021		290			28	D		-				318
Additional paid in capital		62,618			6,826	D		-				69,444
Accumulated deficit		(16,262	)		-			(27	)	E		(16,289	)
Total Broad Street Realty, Inc. stockholders' equity		46,646			6,854			(27	)			53,473
Noncontrolling interest		(2,214	)		-			(2	)	E		(2,216	)
Total equity		44,432			6,854			(29	)			51,257
Total Liabilities and Equity	$	223,866		$	33,536		$	(29	)		$	257,373

Broad Street Realty, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the nine months ended September 30, 2021

(Dollars in thousands, except per share amounts)


	Broad Street Realty, Inc. Historical			Revenues and Certain Direct Operating Expenses of Greenwood Village		Revenues and Certain Direct Operating Expenses of Q2 2021 Acquired Properties		Historical Combined			Other Pro Forma Adjustments				Company Pro Forma
Revenues	AA			BB		DD
Rental income	$	14,629		$	3,052	$	2,421	$	20,102		$	30		EE, FF	$	20,132
Commissions		2,060			-		-		2,060			(49	)	FF		2,011
Management and other fees		934			-		-		934			(347	)	FF		587
Total revenues		17,623			3,052		2,421		23,096			(366	)			22,730

Operating expenses
Cost of services		1,346			-		-		1,346			-				1,346
Depreciation and amortization		8,415			-		-		8,415			2,096		EE		10,511
Property operating		3,873			1,367		842		6,082			(456	)	FF		5,626
Bad debt expense		15			-		-		15			-				15
General and administrative		7,844			-		-		7,844			84		FF		7,928
Total operating expenses		21,493			1,367		842		23,702			1,724				25,426
Operating income (loss)		(3,870	)		1,685		1,579		(606	)		(2,090	)			(2,696	)

Other income (expense)
Interest and other income		8			-		-		8			-				8
Derivative fair value adjustment		261			-		-		261			-				261
Interest expense		(7,346	)		-		-		(7,346	)		(553	)	GG		(7,899	)
Gain on extinguishment of debt		1,530			-		-		1,530			-				1,530
Other expense		(12	)		-		-		(12	)		-				(12	)
Total other income (expense)		(5,559	)		-		-		(5,559	)		(553	)			(6,112	)

Income tax benefit		2,316			-		-		2,316			258		HH		2,574
Net income (loss)		(7,113	)		1,685		1,579		(3,849	)		(2,385	)			(6,234	)
Less: Net loss attributable to noncontrolling interests		886			-		-		886			(167	)	II		719
Net income (loss) attributable to common stockholders	$	(6,227	)	$	1,685	$	1,579	$	(2,963	)	$	(2,552	)		$	(5,515	)

Weighted average shares outstanding- basic and diluted		25,399,433														31,578,245

Net loss attributable to common stockholders per share	$	(0.25	)												$	(0.17	)	JJ

Broad Street Realty, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2020

(Dollars in thousands, except per share amounts)


	Broad Street Realty, Inc. Historical			Revenues and Certain Direct Operating Expenses of Greenwood Village		Revenues and Certain Direct Operating Expenses of Q2 2021 Acquired Properties		Historical Combined			Other Pro Forma Adjustments				Company Pro Forma
	AA			BB		CC
Revenues
Rental income	$	15,864		$	3,957	$	5,749	$	25,570		$	73		EE, FF	$	25,643
Commissions		2,437			-		-		2,437			(174	)	FF		2,263
Management and other fees		1,358			-		-		1,358			(607	)	FF		751
Total revenues		19,659			3,957		5,749		29,365			(708	)			28,657

Operating expenses
Cost of services		1,685			-		-		1,685			-				1,685
Depreciation and amortization		9,939			-		-		9,939			5,960		EE		15,899
Property operating		3,914			1,599		2,109		7,622			(714	)	FF		6,908
Bad debt expense		320			-		-		320			-				320
General and administrative		8,911			-		-		8,911			170		FF		9,081
Total operating expenses		24,769			1,599		2,109		28,477			5,416				33,893
Operating income (loss)		(5,110	)		2,358		3,640		888			(6,124	)			(5,236	)

Other income (expense)
Interest and other income		55			-		-		55			-				55
Derivative fair value adjustment		(639	)		-		-		(639	)		-				(639	)
Interest expense		(6,676	)		-		-		(6,676	)		(4,155	)	GG		(10,831	)
Other expense		(187	)		-		-		(187	)		-				(187	)
Total other income (expense)		(7,447	)		-		-		(7,447	)		(4,155	)			(11,602	)

Income tax benefit		3,033			-		-		3,033			1,395		HH		4,428
Net income (loss)		(9,524	)		2,358		3,640		(3,526	)		(8,884	)			(12,410	)
Less: Net loss attributable to noncontrolling interests		1,379			-		-		1,379			(4	)	II		1,375
Net income (loss) attributable to common stockholders	$	(8,145	)	$	2,358	$	3,640	$	(2,147	)	$	(8,888	)		$	(11,035	)

Weighted average shares outstanding- basic and diluted		22,029,408														31,113,138

Net loss attributable to common stockholders per share	$	(0.37	)												$	(0.35	)	JJ

Notes to the Unaudited Pro Forma Consolidated Financial Statements

Note 1 — Basis of Presentation

The unaudited pro forma condensed consolidated financial statements are based on the historical consolidated financial statements of the Company and the historical statements of revenues and certain operating expenses of Greenwood Village and the Q2 2021 Acquired Properties.

The unaudited pro forma condensed consolidated financial statements present the impact of the Greenwood Merger and related transactions, as described in the introduction to the pro forma financial statements, on the Company’s financial position and results of operations. The unaudited pro forma condensed consolidated financial statements also present the impact of the Q2 2021 Mergers and related transactions, as described in the introduction to the pro forma financial statements, on the Company's results of operations.

Note 2 – Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet

A. – Derived from the Company’s unaudited consolidated balance sheet as of September 30, 2021.

B. – Represents the pro forma adjustments for (i) the acquisition of the Greenwood Property in accordance with the applicable merger agreement for the Greenwood Merger; and (ii) the related origination of mortgage indebtedness by the Company and certain of its subsidiary. The Company accounted for the acquisition of Greenwood Village as an asset acquisition in accordance with Accounting Standards Codification Topic 805, Business Combinations. Amounts incurred by the Company or its affiliates attributable to the acquisition of Greenwood Village will be capitalized. The Company allocated the purchase price, including acquisition costs, to the individual assets acquired and liabilities assumed on a preliminary relative fair value basis.

The following table provides additional information regarding the total consideration for Greenwood Village (dollars in thousands):


Cash paid to prior owners	$	121
Value of common shares issued		6,854
Prior owner debt and preferred equity paid off at closing		20,249
Transaction costs		417
Cash acquired in acquisitions		(409	)
Total Cost of Acquisitions	$	27,232

The following table represents the estimated relative fair value of the assets acquired and liabilities assumed related to the acquisition of Greenwood Village (dollars in thousands):


Land	$	3,934
Building		18,357
Building and site improvements		2,962
Intangible lease assets		4,335
Total real estate assets acquired		29,588
Other assets		904
Total assets acquired		30,492
Accounts payable and accrued liabilities and deferred revenue		(2,862	)
Intangible lease liabilities		(398	)
Total liabilities assumed		(3,260	)
Assets acquired net of liabilities assumed	$	27,232

C. – Reflects the Company’s indebtedness in connection with the Greenwood Merger.

The following table provides a summary of the Company’s pro forma indebtedness (dollars in thousands).


	Maturity Date	Interest Rate	Balance
Greenwood Village Shopping Center Loan (net of discount of $118)	October 10, 2028	Prime minus 0.35% (1)	$	23,383
Unamortized deferred financing costs				(275	)
Pro forma net debt			$	23,108

(1)

The Company has entered into an interest rate swap which fixes the interest rate of the loan at 4.082%.

D. – Reflects the issuance of 2,752,568 shares of common stock in connection with the Greenwood Merger valued based on the last reported sales price of the Company’s common stock on the OTC on the date of the Merger.

E. – Reflects the elimination of less than $0.1 million in accounts receivable related to management and other fees and commissions included in the Company’s historical balance sheet as of September 30, 2021, related to Greenwood Village.

Note 3 – Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations

AA. – Derived from the Company’s consolidated statements of operations for the year ended December 31, 2020, and the nine months ended September 30, 2021 (unaudited).

BB. – Represents the combined historical revenues and certain direct operating expenses of Greenwood Village derived from the combined statements of revenues and certain direct operating expenses included as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A to which these unaudited pro forma condensed consolidated financial statements are also filed as an exhibit.

CC. – Represents the combined historical revenues and certain direct operating expenses of the Q2 2021 Acquired Properties for the year ended December 31, 2020, derived from the combined statements of revenues and certain direct operating expenses included as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed on August 20, 2021.

DD. – Represents the combined historical revenues and certain direct operating expenses of the Q2 2021 Acquired Properties as follows (i) for the three months ended March 31, 2021 derived from the combined statements of revenues and certain direct operating expenses included as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed on August 20, 2021, and (ii) for the period from April 1, 2021, to the date of each of the Q2 2021 Mergers as derived from the Q2 2021 Acquired Properties books and records.

EE. – The Company made certain pro forma adjustments related to the historical revenues and expenses of Greenwood Village and the Q2 2021 Acquired Properties for the nine months ended September 30, 2021, and the year ended December 31, 2020, in order to derive consolidated pro forma results of operations from continuing operations for the Company for the nine months ended September 30, 2021, and the year ended December 31, 2020, respectively. These pro forma adjustments include the following:



Amortization of certain above- and below-market lease intangibles recorded as part of the acquisitions of approximately $0.1 million and $0.2 million included as an adjustment to rental income for the nine months ended September 30, 2021, and the year ended December 31, 2020, respectively.



Depreciation and amortization expense based on the Company’s allocation of the purchase price to land, building, and lease intangibles as required by ASC 805. Depreciation and amortization are calculated on a straight-line basis using the estimated remaining life of the assets. The estimated remaining life for the building acquired in connection with the Greenwood Merger is approximately 25 years. The estimated remaining life for the related site improvements is approximately 10 years. A range of one year to seven years was estimated for the other lease intangibles acquired. The estimated remaining lives for the buildings acquired in connection with the Q2 2021 Mergers range from 15 years to 25 years. The estimated remaining lives for the related site improvements range from 7.5 years to 10 years. A range of one year to nine years was estimated for the other lease intangibles acquired. These estimates, allocations and valuations are subject to change; therefore, these adjustments may not be reflective of the actual depreciation and amortization expense to be recognized by the Company.

FF. – Represents the elimination of historical commissions, property management and other fees, ground rent and allocated wages paid by certain of the property-owning entities to the Company or affiliates of the Company for management of Greenwood Village and Q2 2021 Acquired Properties. The commissions, property management and other fees, and ground rent adjustments eliminate the revenue recorded by the Company and the expense recorded by Greenwood Village and Q2 2021 Acquired Properties. The allocated wages adjustment eliminates the reduction in expense recorded by the Company and the expense recorded by Greenwood Village and Q2 2021 Acquired Properties.

GG. – Represents the adjustment to interest expense to reflect (i) the incurrence of the debt described in Note 2(B) above, (ii) the incurrence of the debt related to the Q2 2021 Acquired Properties as described in the introduction to the pro forma financial statements; and (iii) amortization of deferred financing costs and debt discounts associated with such debt as if such debt was outstanding beginning on January 1, 2020. A 0.125% increase or decrease in interest rates on the Company’s variable rate debt would result in a change in interest expense of less than $0.1 million for each of the nine months ended September 30, 2021, and the year ended December 31, 2020.

HH. – Reflects the income tax effect of the acquisitions of Greenwood Village and Q2 2021 Acquired Properties using a 21% estimated statutory tax rate.

II. – Represents the proportionate share of income (loss) attributable to noncontrolling interests of the Broad Street Operating Partnership, LP, the Company’s operating partnership (the “Operating Partnership”).

JJ. – Pro forma net loss attributable to common stockholders per share-basic is calculated based on the pro forma weighted average common shares outstanding, which adjusts the historical weighted average common shares outstanding for the nine months ended September 30, 2021 and for the year ended December 31, 2020, for the issuance of 6,331,162 common shares in connection with the acquisitions of the Q2 2021 Acquired Properties and the issuance of 2,752,568 common shares in connection with the acquisition of Greenwood Village, resulting in a total of 31,578,245 weighted average common shares outstanding for the nine months ended September 30, 2021, and a total of 31,113,138 weighted average common shares outstanding for the year ended December 31, 2020. Net loss attributable to common stockholders per share-diluted is calculated by including the effect of dilutive securities. Potential dilution from (i) 500 common shares issuable upon conversion of shares of convertible preferred stock that were outstanding as of September 30, 2021, and December 31, 2020; (ii) 70,000 stock options that were outstanding as of September 30, 2021, and December 31, 2020; (iii) 213,545 restricted shares of common stock and 153,200 restricted shares of common stock that were outstanding as of September 30, 2021, and December 31, 2020, respectively; and (iv) 200,000 warrants issued on June 4, 2021 (as described above)

are excluded from the diluted shares calculation because the effect is antidilutive. The units of limited partnership interest in the Operating Partnership were excluded from the denominator because earnings were allocated to the noncontrolling interests in the calculation of the numerator.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A



Exhibit No.		Description
23.1		Consent of Independent Registered Public Accounting Firm.
99.1		Historical Statements of Revenues and Certain Operating Expenses of Greenwood Village.
99.2		Unaudited Pro Forma Consolidated Financial Statements of the Company.
104		Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document



	BROAD STREET REALTY, INC.

December 17, 2021		By:	/s/ Michael Z. Jacoby
			Michael Z. Jacoby
			Chief Executive Officer


	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))