Note 9 - Mortgage and Other Indebtedness

6 Months Ended

Jun. 30, 2025

Debt Disclosure [Abstract]

Mortgage and Other Indebtedness

Note 9 – Mortgage and Other Indebtedness

As of April 1, 2025, the Company deconsolidated the Eagles Sub-OP. As a result, the mortgage debt and other debt of subsidiaries of the Eagles Sub-OP are not included on the Company’s condensed consolidated balance sheet as of June 30, 2025. Refer to Note 3 “Investment in Eagles Sub-OP” for the Company’s debt balance at December 31, 2024. The discussion below relates to the Company’s debt prior to the deconsolidation of the Eagles Sub-OP.

Mortgage Indebtedness

As of December 31, 2024, the Company had approximately $232.3 million of outstanding mortgage indebtedness secured by individual properties. As a result of the deconsolidation of the Eagles Sub-OP during the three months ended June 30, 2025, the Company did not have outstanding mortgage indebtedness secured by individual properties as of June 30, 2025.

On February 8, 2024, the Company refinanced the mortgage loan secured by Vista Shops at Golden Mile. The new loan has a principal balance of $16.2 million, bears interest at SOFR plus a spread of 2.75% per annum and matures on February 8, 2029. The Company entered into an interest rate swap which fixes the interest rate of the loan at 6.90%.

On April 30, 2024, the Company received a $19.2 million loan secured by Midtown Colonial and Midtown Lamonticello, which bears interest at a rate of 7.92% per annum and matures on May 1, 2027. The Company used a portion of the proceeds from the new mortgage loan to pay off the $8.5 million of the outstanding balance of another loan.

On October 28, 2024, the loan agreement and guaranty agreement for the Company’s mortgage loan secured by the Hollinswood property was amended to extend the maturity date to March 1, 2025. On March 27, 2025, the maturity date was further extended to June 1, 2025.

On January 31, 2025, the promissory note for the Company's mortgage loan secured by the Brookhill property was amended to extend the maturity date to April 30, 2025.

Fortress Mezzanine Loan

In connection with the acquisition of Midtown Row, the Company entered into a $15.0 million mezzanine loan (the “Fortress Mezzanine Loan”) secured by 100% of the membership interests in the entity that owns Midtown Row. The Fortress Mezzanine Loan matures on December 1, 2027. The Company elected to measure the Fortress Mezzanine Loan at fair value in accordance with the fair value option. The fair value at December 31, 2024 was $16.9 million. For the three months ended June 30, 2024, the Company recognized a net gain of $0.2 million on fair value change of debt held under the fair value option in the condensed consolidated statements of operations and a net gain of $1.3 million in change in fair value due to credit risk on debt held under the fair value option in the condensed consolidated statements of comprehensive income (loss). For the three months ended June 30, 2024, the Company recognized $0.5 million of interest expense in the condensed consolidated statements of operations, which includes $0.3 million of Capitalized Interest recorded in the condensed consolidated balance sheets.

For the six months ended June 30, 2025 and 2024, the Company recognized a net loss of $0.2 million and net gain of $2.6 million, respectively, on fair value change of debt held under the fair value option in the condensed consolidated statements of operations and a net gain of $0.9 million and $2.0 million, respectively, in change in fair value due to credit risk on debt held under the fair value option in the condensed consolidated statements of comprehensive income (loss). For the six months ended June 30, 2025 and 2024, the Company recognized $0.6 million and $1.0 million, respectively, of interest expense in the consolidated statements of operations, which includes $0.4 million and $0.7 million, respectively, of Capitalized Interest recorded in the condensed consolidated balance sheets.

As discussed below, effective May 21, 2024, the Fortress Member and the Operating Partnership entered into the Temporary Waiver. On April 8, 2025, the Fortress Member provided the Rescission and Removal Notice. The mezzanine loan agreement for the Fortress Mezzanine Loan provides for cross-default in the event of a Trigger Event. Accordingly, as a result of the Rescission and Removal Notice and the resulting Trigger Event under the Eagles Sub-OP Operating Agreement, an event of default exists and is continuing under the Fortress Mezzanine Loan. As a result of the event of default, (i) CF Flyer Mezz may require the immediate payment of all amounts owed under the Fortress Mezzanine Loan, (ii) CF Flyer Mezz may foreclose on the collateral for the Fortress Mezzanine Loan, (iii) the interest rate of the Fortress Mezzanine Loan automatically increased by the lesser of 4% or the maximum rate permitted by applicable law and (iv) CF Flyer Mezz may apply any sums in any cash management system account in any order and in any manner as CF Flyer Mezz may elect. If CF Flyer Mezz accelerates the maturity date of all or any portion of the Fortress Mezzanine Loan by reason of the event of default, then, in addition to the payment of the outstanding principal and accrued and unpaid interest of the Fortress Mezzanine Loan, CF Flyer Mezz will be entitled to receive a prepayment premium in an amount sufficient to provide CF Flyer Mezz with the greater of (i) all accrued and unpaid interest (including all accrued and unpaid capitalized interest) with respect to the Fortress Mezzanine Loan and (ii) a 1.40x minimum multiple on the amount of the Fortress Mezzanine Loan (the “Prepayment Premium”).

The previously disclosed note sale and assignment agreement, pursuant to which CF Flyer Mezz Holdings LLC, the lender under the Fortress Mezzanine Loan (“CF Flyer Mezz”) and an affiliate of Fortress, agreed to sell the Fortress Mezzanine Loan, was terminated by CF Flyer Mezz on March 31, 2025 following a breach by the buyer of its obligations to complete the purchase.

Deferred Financing Costs and Debt Discounts

The total amount of deferred financing costs associated with the Company’s debt as of December 31, 2024 was $3.6 million, gross ($2.1 million, net). Debt discounts associated with the Company’s debt as of December 31, 2024 was $1.2 million, gross ($0.6 million, net). Deferred financing costs and debt discounts are netted against the debt balance outstanding on the Company’s consolidated balance sheets and is amortized to interest expense through the maturity date of the related debt.

The Company recognized amortization expense of deferred financing costs and debt discounts, which is included in interest expense in the consolidated statements of operations, of approximately $0.2 million for the three months ended June 30, 2024.

The Company recognized amortization expense of deferred financing costs and debt discounts, which is included in interest expense in the consolidated statements of operations, of approximately $0.2 million and $0.4 million for the six months ended June 30, 2025 and 2024.

Interest Rate Cap and Interest Rate Swap Agreements

On May 1, 2023, the Company entered into an interest rate swap agreement on The Shops at Greenwood Village mortgage loan to fix the interest rate at 5.85%.

On May 5, 2023, the Company entered into an interest rate swap agreement on the Highlandtown Village Shopping Center mortgage loan to fix the interest rate at 6.09%.

On February 8, 2024, the Company entered into an interest rate swap agreement on the Vista Shops at Golden Mile mortgage loan to fix the interest rate at 6.90%.

The Company recognizes all derivative instruments as assets or liabilities at their fair value in the condensed consolidated balance sheets. Changes in the fair value of the Company’s derivatives that are not designated as hedges or do not meet the criteria of hedge accounting are recognized in earnings. For the three months ended June 30, 2024, the Company recognized gains of less than $0.1 million as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations. For the six months ended June 30, 2025 and 2024, the Company recognized losses of approximately $0.6 million and gains of $0.4 million, respectively, as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations.

The fair value of the Company’s derivative financial instruments as of December 31, 2024 was an interest rate swap asset of approximately $0.7 million and an interest rate swap liability of less than $0.1 million at December 31, 2024. The interest rate swap asset is included in Derivative assets and the interest rate swap liability is included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets. As a result of the deconsolidation of the Eagles Sub-OP during the three months ended June 30, 2025, the fair value of the derivative financial instruments is not included in the Company’s condensed consolidated balance sheet as of June 30, 2025.