Note 17 - Related Party Transactions

6 Months Ended

Jun. 30, 2025

Related Party Transactions [Abstract]

Related Party Transactions

Note 17 – Related Party Transactions

Receivables and Payables

As of December 31, 2024, the Company had $1.0 million in receivables due from related parties, included in Other assets, net on the condensed consolidated balance sheets. The $1.0 million at December 31, 2024 relates to the merger pursuant to which a subsidiary of the Eagles Sub-OP acquired Lamar Station Plaza West, including the note receivable due from a related party. As previously disclosed, the Company deconsolidated the Eagles Sub-OP as of April 1, 2025 and no longer consolidates the receivable due from related parties related to the merger pursuant to which a subsidiary of the Eagles Sub-OP acquired Lamar Station Plaza West. Additionally, as of each of June 30, 2025 and December 31, 2024, the Company had less than $0.1 million in payables due to properties managed by the Company related to amounts borrowed by the Company for working capital, which are reflected in Payables due to related parties on the condensed consolidated balance sheets.

Approximately $0.1 million of the Company’s commission receivable, net balance at June 30, 2025 was owed from related parties. There were no accounts receivable owed from related parties at December 31, 2024.

Tax Protection Agreements

On December 27, 2019, the Company and the Operating Partnership entered into tax protection agreements (the “Initial Tax Protection Agreements”) with each of the prior investors in BSV Colonial Investor LLC, BSV Lamonticello Investors LLC and BSV Patrick Street Member LLC, including Messrs. Jacoby, Yockey and Topchy, in connection with their receipt of Common OP units in certain of the Initial Mergers. On April 4, 2023, the Company and the Operating Partnership entered into a tax protection agreement (together with the Initial Tax Protection Agreements, the “Tax Protection Agreements”), with each of the prior investors in BSV Lamont Investors LLC, including Messrs. Jacoby, Yockey and Topchy, in connection with their receipt of Common OP units in the merger whereby the Company acquired Lamar Station Plaza West. Pursuant to the Tax Protection Agreements, until the seventh anniversary of the completion of the applicable merger, the Company and the Operating Partnership may be required to indemnify the other parties thereto for their tax liabilities related to built-in gain that exists with respect to the properties known as Midtown Colonial, Midtown Lamonticello, Vista Shops at Golden Mile and Lamar Station Plaza West (the “Protected Properties”). Furthermore, until the seventh anniversary of the completion of the applicable merger, the Company and the Operating Partnership will be required to use commercially reasonable efforts to avoid any event, including a sale of the Protected Properties, that triggers built-in gain to the other parties to the Tax Protection Agreements, subject to certain exceptions, including like-kind exchanges under Section 1031 of the Code.

Guarantees

The Company has guaranteed (i) the loans of the subsidiaries owned by the Eagles Sub-OP, including the Fortress Mezzanine Loan, and (ii) the Preferred Equity Investment. The maximum exposure relating to these guarantees is $366.3 million. See Note 3 “Investment in Eagles Sub-OP” for more information. In addition, the Company’s and its consolidated and unconsolidated subsidiaries’ obligations under the Eagles Sub-OP Operating Agreement and Brookhill mortgage loan are guaranteed by Messrs. Jacoby and Yockey upon the occurrence of a bankruptcy event (including with respect to the Company or its subsidiaries) or actions interfering with the Fortress Member’s exercise of its rights and remedies under agreements related to the Preferred Equity Investment. The Company has agreed to indemnify Mr. Yockey for any losses he incurs as a result of his guarantee of the Brookhill mortgage loan. Mr. Jacoby is also a guarantor under the mortgage loan agreements for Coral Hills Shopping Center, Cromwell Field Shopping Center, Highlandtown Village Shopping Center, Midtown Colonial and Midtown Lamonticello, and West Broad Shopping Center.

Legal Fees

Samuel Spiritos, a director of the Company, is the managing partner of Shulman Rogers LLP, which represents the Company in certain real estate matters. During the three months ended June 30, 2025 and 2024, the Company paid less than $0.1 million and approximately $0.1 million, respectively, in legal fees to Shulman Rogers LLP. During each of the six months ended June 30, 2025 and 2024, the Company paid approximately $0.1 million in legal fees to Shulman Rogers LLP.