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Note 19 - Deconsolidation of Eagles Sub-OP
6 Months Ended
Jun. 30, 2025
Noncontrolling Interest [Abstract]  
Deconsolidation of Eagles Sub-OP

Note 19 – Deconsolidation of Eagles Sub-OP

As previously discussed, on April 8, 2025, the Fortress Member provided the Rescission and Removal Notice, which rescinded the Temporary Waiver and removed the Operating Partnership as the managing member of the Eagles Sub-OP in accordance with the terms of the Eagles Sub-OP Operating Agreement. As such, the Company has determined that it is no longer the primary beneficiary of the Eagles Sub-OP as the Company no longer has a controlling financial interest in the Eagles Sub-OP. As a result, the Company deconsolidated the Eagles Sub-OP as of April 1, 2025 and recognized an approximately $56.9 million gain on deconsolidation of Eagles Sub-OP in its condensed consolidated statements of operations for the three and six months ended June 30, 2025, which is the difference measured as the aggregate of (i) the fair value of the Company’s retained investment in the Eagles Sub-OP and (ii) the carrying amount of the redeemable noncontrolling interest that was derecognized, less the carrying amount of the Eagles Sub-OP net assets derecognized. Amounts recorded directly to additional paid-in capital in connection with the deconsolidation are excluded from this gain. See the reconciliation further below. The Company also recorded the $12.3 million due to the Eagles Sub-OP relating to cash that was transferred

from the Eagles Sub-OP to the Company prior to March 31, 2025 as a distribution from the Eagles Sub-OP as it is not expected to be repaid.

The following assets, liabilities and equity of the Eagles Sub-OP were derecognized from the Company’s condensed consolidated balance sheet due to the Company no longer having a controlling financial interest in the Eagles Sub-OP. These balances are as of March 31, 2025.

 

(in thousands)

 

 

 

Assets:

 

 

 

Real estate properties, net

 

$

308,504

 

Cash and cash equivalents

 

 

12,956

 

Restricted cash

 

 

4,782

 

Straight-line rent receivable

 

 

4,008

 

Tenant and accounts receivable

 

 

1,350

 

Derivative assets

 

 

364

 

Other assets, net

 

 

5,506

 

Total assets, net

 

$

337,470

 

 

 

 

Liabilities:

 

 

 

Mortgage and other indebtedness, net

 

 

246,864

 

Accounts payable and accrued liabilities

 

 

11,331

 

Unamortized intangible lease liabilities, net

 

 

277

 

Deferred revenue

 

 

852

 

Total liabilities

 

$

259,324

 

 

 

 

 

Redeemable noncontrolling Fortress preferred interest

 

$

101,611

 

Accumulated other comprehensive loss

 

$

241

 

 

The following table provides a reconciliation of the $56.9 million gain on deconsolidation of Eagles Sub-OP in the Company’s condensed consolidated statement of operations for the six months ended June 30, 2025.

 

(in thousands)

 

 

 

Carrying amount of net assets derecognized (assets $337,470 less liabilities $259,324)

 

$

(78,146

)

Add: Carrying amount of redeemable noncontrolling Fortress preferred interest derecognized

 

 

101,611

 

Add: Fair value of retained investment recognized (see Note 3)

 

 

45,918

 

Less: Amount recorded directly to equity as a distribution from Eagles Sub-OP (see Statement of Equity)

 

 

(12,267

)

Less: Amount recorded in other comprehensive income upon deconsolidation

 

 

(241

)

Gain on deconsolidation of Eagles Sub-OP (as reported in the Statements of Operations)

 

$

56,875