Indebtedness Summary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-09043

BROAD STREET REALTY, INC.

(Exact name of registrant as specified in its charter)


Delaware	36-3361229
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11911 Freedom Drive, Suite 450 Reston, Virginia	20190
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (301) 828-1200

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     None

     N/A

     N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 630, ~~2024~~2025, the registrant had 3534,~~041~~959,~~443~~395 shares of common stock outstanding.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Condensed and Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2627
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4644
Item 4.	Controls and Procedures	4644
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	4745
Item 1A.	Risk Factors	4745
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4746
Item 3.	Defaults Upon Senior Securities	4746
Item 4.	Mine Safety Disclosures	4746
Item 5.	Other Information	4746
Item 6.	Exhibits	48
	Signatures	49

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
				(audited)
Assets
Real estate properties
Land	$	54,936		$	54,936
Building and improvements		~~287~~288,~~476~~345			~~281~~288,~~598~~042
Intangible lease assets		32,967			3332,~~374~~967
Construction in progress		~~502~~977			~~5,462~~604
Furniture and equipment		1,~~756~~823			1,~~711~~774
Less accumulated depreciation and amortization		(6370,~~187~~544	)		(5166,~~890~~907	)
Total real estate properties, net		~~314~~308,~~450~~504			~~325~~311,~~191~~416
Cash and cash equivalents		1813,~~013~~504			916,~~779~~160
Restricted cash		4,~~802~~807			4,~~018~~574
Straight-line rent receivable		4,~~043~~008			34,~~090~~110
Tenant and accounts receivable, net of allowance of $332 and $194, respectively		1,424			1,918
Tenant and accounts receivable, net of allowance of $300 and $374, respectively		2,269			1,690
Derivative assets		~~245~~364			~~796~~737
Other assets, net		6,~~439~~826			6,~~327~~564
Total Assets	$	~~349~~340,~~416~~282		$	~~351~~345,~~119~~251
Liabilities and Equity
Liabilities
Mortgage and other indebtedness, net (includes $15,450 and $16,187, respectively, at fair value under the fair value option)	$	245,828		$	231,049
Mortgage and other indebtedness, net (includes $16,688 and $16,911, respectively, at fair value under the fair value option)	$	246,864		$	247,050
Accounts payable and accrued liabilities		1416,~~373~~231			15,~~457~~292
Unamortized intangible lease liabilities, net		~~379~~277			~~633~~321
Payables due to related parties		4521			6348
Deferred revenue		~~946~~852			~~827~~841
Total liabilities		~~261~~264,~~571~~245			~~248~~263,~~029~~552
Commitments and contingencies
Temporary Equity
Redeemable noncontrolling Fortress preferred interest		96101,~~372~~611			8798,~~288~~356
Permanent Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized: Series A preferred stock, 20,000 shares authorized, 500 shares issued and outstanding at each of September 30, 2024 and December 31, 2023		—			—
Preferred stock, $0.01 par value, 1,000,000 shares authorized: Series A preferred stock, 20,000 shares authorized, 500 shares issued and outstanding at each of March 31, 2025 and December 31, 2024		—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, 35,041,443 and 33,417,101 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		350			334
Common stock, $0.01 par value, 300,000,000 shares authorized, 34,969,632 and 35,037,193 issued and outstanding at March 31, 2025 and December 31, 2024, respectively		350			350
Additional paid in capital		4334,~~518~~405			5538,~~186~~726
Accumulated deficit		(4551,~~777~~216	)		(3646,~~387~~939	)
Accumulated other comprehensive income		304			547
Accumulated other comprehensive loss		(241	)		(1,104	)
Total Broad Street Realty, Inc. stockholders' (deficit) equity		(1,605	)		19,680
Total Broad Street Realty, Inc. stockholders' deficit		(16,702	)		(8,967	)
Noncontrolling interest		(68,~~922~~872	)		(37,~~878~~690	)
Total permanent (deficit) equity		(8,527	)		15,802
Total permanent deficit		(25,574	)		(16,657	)
Total Liabilities, Temporary Equity and Permanent Equity	$	~~349~~340,~~416~~282		$	~~351~~345,~~119~~251

The accompanying notes are an integral part of these condensed consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenues
Rental income	$	9,~~666~~842		$	9,~~206~~511		$	~~28,432~~		$	~~29,671~~
Commissions		~~503~~707			~~751~~502			~~1,829~~			~~2,270~~
Management fees and other income		4457			9058			~~154~~			~~211~~
Total revenues		10,~~213~~606			10,~~047~~071			~~30,415~~			~~32,152~~
Operating Expenses
Cost of services		~~507~~576			~~693~~421			~~1,572~~			~~1,778~~
Property operating		23,~~800~~105			3,~~027~~006			~~8,540~~			~~9,233~~
Depreciation and amortization		3,~~698~~580			3,~~986~~819			~~11,307~~			~~14,844~~
Impairment of real estate assets		~~119~~43			~~762~~110			~~560~~			~~929~~
Impairment of real estate assets held for sale		—			396			—			2,353
Bad debt (recovery) expense		(71	)		142
Bad debt expense		15			40			225			106
General and administrative		3,579			3,480
General and administrative		3,002			2,990			9,504			9,340
Total operating expenses		10,812			10,978
Total operating expenses		10,141			11,894			31,708			38,583
Operating loss		(206	)		(907	)
(Loss) gain on disposal of property		—			(108	)		—			11,511
Other income (expense)
Operating gain (loss)		72			(1,955	)		(1,293	)		5,080
Interest and other income		165			217
Other income (expense)
Derivative fair value adjustment		(582	)		889
Interest and other income		277			106			745			136
Net (loss) gain on fair value change of debt held under the fair value option		(240	)		2,343
Derivative fair value adjustment		(1,432	)		(33	)		(465	)		(18	)
Interest expense		(4,765	)		(4,333	)
Net (loss) gain on fair value change of debt held under the fair value option		(557	)		(816	)		1,996			1,288
Loss on extinguishment of debt		—			(7	)
Interest expense		(4,695	)		(4,585	)		(13,584	)		(14,101	)
Other expense		(1	)		(6	)
Loss on extinguishment of debt		—			(21	)		(7	)		(36	)
Total other expense		(5,423	)		(897	)
Other expense		11			(51	)		(21	)		(70	)
Net loss before income taxes		(5,629	)		(1,804	)
Total other expense		(6,396	)		(5,400	)		(11,336	)		(12,801	)
Income tax expense		—			(134	)
Net loss before income taxes		(6,324	)		(7,355	)		(12,629	)		(7,721	)
Net loss	$	(5,629	)	$	(1,938	)
Income tax benefit (expense)		56			2,276			(78	)		3,968
Less: Preferred equity return on Fortress preferred equity		(3,497	)		(3,022	)
Net loss	$	(6,268	)	$	(5,079	)	$	(12,707	)	$	(3,753	)
Less: Preferred equity accretion to redemption value		(997	)		(1,379	)
Less: Preferred equity return on Fortress preferred equity		(3,181	)		(3,716	)		(9,287	)		(10,712	)
Less: Preferred OP units return		(170	)		(139	)
Less: Preferred equity accretion to redemption value		(1,004	)		(583	)		(3,356	)		(1,754	)
Plus: Net loss attributable to noncontrolling interest		1,352			839
Less: Preferred OP units return		(151	)		(122	)		(434	)		(352	)
Net loss attributable to common stockholders	$	(8,941	)	$	(5,639	)
Plus: Net loss attributable to noncontrolling interest		1,351			1,633			3,317			2,779
Net loss attributable to common stockholders per share
Net loss attributable to common stockholders	$	(9,253	)	$	(7,867	)	$	(22,467	)	$	(13,792	)
Basic and diluted	$	(0.24	)	$	(0.16	)
Net loss attributable to common stockholders per share
Weighted average shares outstanding
Basic and diluted	$	~~(0.26~~36,681,457	)	$	~~(0.22~~35,875,326	)	$	~~(0.63~~	)	$	~~(0.39~~	)
Weighted average shares outstanding
Basic and diluted		35,997,585			35,691,830			35,926,369			35,576,699

The accompanying notes are an integral part of these condensed consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Net loss	$	(65,~~268~~629	)	$	(51,~~079~~938	)	$	~~(12,707~~	)	$	~~(3,753~~	)
Other comprehensive (loss) income:
Other comprehensive income:
Change in fair value due to credit risk on debt held under the fair value option		~~(2,243~~863	)		~~287~~740			~~(243~~	)		~~687~~
Total other comprehensive (loss) income		(2,243	)		287			(243	)		687
Total other comprehensive income		863			740
Comprehensive loss	$	(84,~~511~~766	)	$	(41,~~792~~198	)	$	~~(12,950~~	)	$	~~(3,066~~	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Equity

(in thousands, except share amounts)

(Unaudited)

	Preferred Stock				Common Stock
	Shares		Par Value		Shares			Par Value		Additional Paid-InCapital			AccumulatedDeficit			Accumulated Other Comprehensive Income			~~Non-controllingInterest~~Total Stockholder's Deficit			~~Total Equity~~Non-controllingInterest			Total Equity
Balance at December 31, 2022		500	$	—		32,256,974		$	323	$	72,097		$	(33,294	)	$	56		$	(437	)	$	38,745
Balance at December 31, 2023		500	$	—		33,417,101		$	334	$	55,186		$	(36,387	)	$	547		$	19,680		$	(3,878	)	$	15,802
Forfeiture of restricted stock		—		—		(6,695	)		—		—			—			—			—			—
Shares surrendered for taxes upon vesting		—		—		(27,087	)		—		(24	)		—			—			(24	)		—			(24	)
Shares surrendered for taxes upon vesting		—		—		(4,126	)		—		(6	)		—			—			—			(6	)
Stock-based compensation		—		—		11,945			—		360			—			—			360			—			360
Stock-based compensation		—		—		166,125			1		213			—			—			—			214
Preferred equity return on preferred equity investment		—		—		—			—		(3,022	)		—			—			(3,022	)		—			(3,022	)
Preferred equity return on preferred equity investment		—		—		—			—		(3,427	)		—			—			—			(3,427	)
Preferred equity accretion		—		—		—			—		(1,379	)		—			—			(1,379	)		—			(1,379	)
Preferred equity accretion		—		—		—			—		(415	)		—			—			—			(415	)
Preferred OP Units return		—		—		—			—		(139	)		—			—			(139	)		139			—
Preferred OP Units return		—		—		—			—		(112	)		—			—			66			(46	)
Other comprehensive income		—		—		—			—		—			—			740			740			—			740
Other comprehensive income		—		—		—			—		—			—			1,732			—			1,732
Net loss		—		—		—			—		—			(1,099	)		—			(1,099	)		(839	)		(1,938	)
Net loss		—		—		—			—		—			(646	)		—			(1,014	)		(1,660	)
Balance at March 31, 2024		500		—		33,401,959			334		50,982			(37,486	)		1,287			15,117			(4,578	)		10,539
Balance at March 31, 2023		500		—		32,412,278			324		68,350			(33,940	)		1,788			(1,385	)		35,137
Grants of restricted stock		—		—		419,618			—		—			—			—			—			—
Forfeiture of restricted stock		—		—		(9,649	)		—		—			—			—			—			—
Stock-based compensation		—		—		287,743			7		544			—			—			—			551
Preferred equity return on preferred equity investment		—		—		—			—		(3,569	)		—			—			—			(3,569	)
Preferred equity accretion		—		—		—			—		(756	)		—			—			—			(756	)
Preferred OP Units return		—		—		—			—		(118	)		—			—			164			46
Other comprehensive loss		—		—		—			—		—			—			(1,332	)		—			(1,332	)
Net income (loss)		—		—		—			—		—			3,118			—			(132	)		2,986
Balance at June 30, 2023		500		—		33,109,990			331		64,451			(30,822	)		456			(1,353	)		33,063
Forfeiture of restricted stock		—		—		(3,447	)		—		—			—			—			—			—
Stock-based compensation		—		—		25,500			—		354			—			—			—			354
Preferred equity return on preferred equity investment		—		—		—			—		(3,716	)		—			—			—			(3,716	)
Preferred equity accretion		—		—		—			—		(583	)		—			—			—			(583	)
Preferred OP Units return		—		—		—			—		(122	)		—			—			122			—
Other comprehensive loss		—		—		—			—		—			—			287			—			287
Net loss		—		—		—			—		—			(3,446	)		—			(1,633	)		(5,079	)
Balance at September 30, 2023		500	$	—		33,132,043		$	331	$	60,384		$	(34,268	)	$	743		$	(2,864	)	$	24,326

The accompanying notes are an integral part of these condensed consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Equity (Continued)

(in thousands, except share amounts)

(Unaudited)

	Preferred Stock				Common Stock
	Shares		Par Value		Shares			Par Value		Additional Paid-InCapital			AccumulatedDeficit			Accumulated Other Comprehensive Income			~~Non-controllingInterest~~Total Stockholder's Deficit			~~Total Equity~~Non-controllingInterest			Total Equity
Balance at December 31, 2023		500	$	—		33,417,101		$	334	$	55,186		$	(36,387	)	$	547		$	(3,878	)	$	15,802
Balance at December 31, 2024		500	$	—		35,037,193		$	350	$	38,726		$	(46,939	)	$	(1,104	)	$	(8,967	)	$	(7,690	)	$	(16,657	)
Shares surrendered for taxes upon vesting		—		—		(27,087	)		—		(24	)		—			—			—			(24	)
Forfeiture of restricted stock		—		—		(10,313	)		—		—			—			—			—			—			—
Stock-based compensation		—		—		11,945			—		360			—			—			—			360
Shares surrendered for taxes upon vesting		—		—		(57,248	)		—		(5	)		—			—			(5	)		—			(5	)
Preferred equity return on preferred equity investment		—		—		—			—		(3,022	)		—			—			—			(3,022	)
Stock-based compensation		—		—		—			—		348			—			—			348			—			348
Preferred equity accretion		—		—		—			—		(1,379	)		—			—			—			(1,379	)
Preferred equity return on preferred equity investment		—		—		—			—		(3,497	)		—			—			(3,497	)		—			(3,497	)
Preferred OP Units return		—		—		—			—		(139	)		—			—			139			—
Preferred equity accretion		—		—		—			—		(997	)		—			—			(997	)		—			(997	)
Other comprehensive income		—		—		—			—		—			—			740			—			740
Preferred OP Units return		—		—		—			—		(170	)		—			—			(170	)		170			—
Net loss		—		—		—			—		—			(1,099	)		—			(839	)		(1,938	)
Other comprehensive income		—		—		—			—		—			—			863			863			—			863
Balance at March 31, 2024		500		—		33,401,959			334		50,982			(37,486	)		1,287			(4,578	)		10,539
Net loss		—		—		—			—		—			(4,277	)		—			(4,277	)		(1,352	)		(5,629	)
Grants of restricted stock		—		—		1,519,154			—		—			—			—			—			—
Balance at March 31, 2025		500		—		34,969,632			350		34,405			(51,216	)		(241	)		(16,702	)		(8,872	)		(25,574	)
Stock-based compensation		—		—		29,452			16		419			—			—			—			435
Preferred equity return on preferred equity investment		—		—		—			—		(3,084	)		—			—			—			(3,084	)
Preferred equity accretion		—		—		—			—		(973	)		—			—			—			(973	)
Preferred OP Units return		—		—		—			—		(144	)		—			—			144			—
Other comprehensive income		—		—		—			—		—			—			1,260			—			1,260
Net loss		—		—		—			—		—			(3,374	)		—			(1,127	)		(4,501	)
Balance at June 30, 2024		500		—		34,950,565			350		47,200			(40,860	)		2,547			(5,561	)		3,676
Issuance of common stock		—		—		52,485			—		161			—			—			(161	)		—
Stock-based compensation		—		—		38,393			—		493			—			—			—			493
Preferred equity return on preferred equity investment		—		—		—			—		(3,181	)		—			—			—			(3,181	)
Preferred equity accretion		—		—		—			—		(1,004	)		—			—			—			(1,004	)
Preferred OP Units return		—		—		—			—		(151	)		—			—			151			—
Other comprehensive loss		—		—		—			—		—			—			(2,243	)		—			(2,243	)
Net loss		—		—		—			—		—			(4,917	)		—			(1,351	)		(6,268	)
Balance at September 30, 2024		500	$	—		35,041,443		$	350	$	43,518		$	(45,777	)	$	304		$	(6,922	)	$	(8,527	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
Cash flows from operating activities
Net loss	$	(125,~~707~~629	)	$	(31,~~753~~938	)
Adjustments to reconcile net loss to net cash from operating activities
Deferred income taxes		—			(3,968	)
Depreciation and amortization		3,580			3,819
Depreciation and amortization		11,307			14,844
Amortization of deferred financing costs and debt discounts		241			193
Amortization of deferred financing costs and debt discounts		652			657
Amortization of above and below market lease intangibles, net		85			81
Amortization of above and below market lease intangibles, net		210			227
Loss on extinguishment of debt		—			7
Minimum multiple on preferred interests		—			(331	)
Impairment of real estate assets		43			110
Loss on extinguishment of debt		7			36
Straight-line rent revenue		143			(352	)
Gain on disposal of property		—			(11,511	)
Straight-line rent expense		(2	)		66
Impairment of real estate assets		560			929
Stock-based compensation		348			360
Impairment of real estate assets held for sale		—			2,353
Change in fair value of derivatives		582			(889	)
Straight-line rent revenue		(834	)		(945	)
Change in fair value of debt held under the fair value option		240			(2,343	)
Straight-line rent expense		103			(32	)
Bad debt (recovery) expense		(71	)		142
Stock-based compensation		1,288			1,119
Write-off of pre-acquisition costs		68			—
Change in fair value of derivatives		465			18
Write-off related party receivables		—			4
Change in fair value of debt held under the fair value option		(1,996	)		(1,288	)
Bad debt expense		225			106
Write-off of pre-acquisition costs		1			—
Write-off related party receivables		5			—
Changes in operating assets and liabilities
Accounts receivable		269			70
Tenants and accounts receivable, net		(508	)		(49	)
Other assets		(~~467~~394	)		~~(198~~262	)
Accounts payable and accrued liabilities		~~462~~282			(12,~~106~~031	)
Payables due to related parties		(1827	)		7(32	)
Deferred revenues		~~119~~11			(~~284~~176	)
Net cash from operating activities		(~~349~~1,008	)		(31,~~050~~296	)
Cash flows from investing activities
Cash received on disposition of real estate, net of selling costs		—			44,779
Capitalized pre-acquisition costs, net of refunds		—			5
Capitalized pre-acquisition costs, net of refunds		5			—
Insurance proceeds		776			516
Insurance proceeds		2,125			—
Capital expenditures for real estate		(749	)		(2,806	)
Capital expenditures for real estate		(4,038	)		(4,829	)
Net cash from investing activities		27			(2,285	)
Net cash from investing activities		(1,908	)		39,950
Cash flows from financing activities
Borrowings under debt agreements		~~37,082~~385			2117,~~024~~869
Repayments under debt agreements		(~~21,154~~537	)		(5311,~~854~~706	)
Preferred equity return on preferred equity investment		(31,~~559~~239	)		(31,~~178~~153	)
Proceeds related to interest rate swap		—			2,171
Capitalized pre-refinancing costs		—			(125	)
Payments related to interest rate swap		—			(773	)
Taxes remitted upon vesting of restricted stock		(5	)		(24	)
Taxes remitted upon vesting of restricted stock		(24	)		(6	)
Debt origination and discount fees		(46	)		(388	)
Debt origination and discount fees		(1,070	)		(555	)
Net cash from financing activities		(1,442	)		4,473
Net cash from financing activities		11,275			(35,171	)
(Decrease) increase in cash, cash equivalents, and restricted cash		(2,423	)		3,484
Increase in cash, cash equivalents, and restricted cash		9,018			1,729
Cash, cash equivalents and restricted cash at beginning of period		20,734			13,797
Cash, cash equivalents and restricted cash at beginning of period		13,797			17,031
Cash, cash equivalents and restricted cash at end of period	$	18,311		$	17,281
Cash, cash equivalents and restricted cash at end of period	$	22,815		$	18,760

The accompanying notes are an integral part of these condensed consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Continued)

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	1813,~~013~~504		$	1314,~~931~~631
Restricted cash		4,~~802~~807			42,~~829~~650
Cash, cash equivalents and restricted cash at end of period	$	2218,~~815~~311		$	1817,~~760~~281
Supplemental Cash Flow Information
Interest paid	$	114,~~934~~750		$	133,~~510~~773
Taxes paid, net of refunds	$	35—		$	198
Supplemental disclosure of non-cash investing and financing activities
Capitalized Preferred Return	$	(52,~~715~~248	)	$	(71,~~514~~860	)
Accrued Current Preferred Return	$	(~~402~~433	)	$	(~~365~~399	)
Capitalized interest on Mezzanine loan	$	(~~1,016~~400	)	$	(~~822~~331	)
Accrued capital expenditures for real estate	$	90283		$	~~1,556~~148

The accompanying notes are an integral part of these condensed consolidated financial statements.

BROAD STREET REALTY, INC. AND SUBSIDIARIES

Notes to Interim Condensed Consolidated Financial Statements

Unaudited

~~September~~March 3031, ~~2024~~2025

Note 1 - Organization and Nature of Business

Broad Street Realty, Inc. (the “Company”) is focused on owning and managing essential grocery-anchored and mixed-use assets located in densely populated technology employment hubs and higher education centers within the Mid-Atlantic, Southeast and Colorado markets. As of ~~September~~March 3031, ~~2024~~2025, the Company had gross real estate assets of $~~374~~375.59 million (gross real estate properties less gross real estate intangibles liabilities) in 15 real estate properties. In addition, the Company provides commercial real estate brokerage services for its own portfolio and third-party office, industrial and retail operators and tenants.

The Company is structured as an “Up-C” corporation with substantially all of its operations conducted through Broad Street Operating Partnership, LP (the “Operating Partnership”) and its direct and indirect subsidiaries. As of ~~September~~March 3031, ~~2024~~2025, the Company owned 86.4% of the Class A common units of limited partnership interest in the Operating Partnership (“Common OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred OP units”) and, together with the Common OP units, “OP units”) and is the sole member of the sole general partner of the Operating Partnership. The Company began operating in its current structure on December 27, 2019, upon the completion of the Initial Mergers (as defined below) and operates as a single reporting segment.

Liquidity, Management’s Plan and Going Concern

The Company’s rental revenue and operating results depend significantly on the occupancy levels at its properties and the ability of its tenants to meet their rent and other obligations to the Company. The Company’s ~~projected~~depends ~~operating~~substantially ~~model~~on ~~reflects~~financing activities to provide it with the liquidity and capital resources needed to meet its working capital requirements and to make capital investments in connection with ongoing operations. The Company projects it will not have sufficient cash flow to cover its obligations over the next twelve months~~, except as noted below~~.

The Company’s financing is generally comprised of mortgage loans secured by the Company’s properties that typically mature within three to five years of origination. The Company is currently in contact with lenders and brokers in the marketplace to restructure the Company’s debt.

Specifically, as of ~~September~~March 3031, ~~2024~~2025, the Company had three mortgage loans with a combined principal balance outstanding of approximately $24.20 million that mature within twelve months of the date that these condensed consolidated financial statements are issued. On ~~October~~May 286, ~~2024~~2025, the Company entered into an agreement to extend the maturity date of one of the three mortgage loans from June 1, 2025 to ~~March~~December 1, 2025., ~~The~~and, on May 20, 2025, the Company isentered ~~seeking~~into an agreement to ~~refinance~~extend ~~these~~the maturity date of the second mortgage loans ~~prior~~from April 30, 2025 to ~~maturity~~July 29, 2025. Also, in ~~January~~May 2025, ~~March~~the ~~2025~~Company ~~and~~reached a verbal agreement with the lender to extend the maturity date of the third mortgage loan from June 1, 2025 to September 1, 2025 with an option to extend it for an additional 90 days, but the Company can provide no assurance that the lender will enter into a definitive agreement to effect this extension. ~~Management~~The isCompany insought ~~discussions~~only a short-term extension with the current ~~lenders~~lender as ~~well~~the Company and the Fortress Member (as ~~various~~defined ~~other~~below) ~~lenders~~are seeking to ~~extend~~sell orthe ~~refinance~~property ~~these~~that ~~three~~secures the mortgage ~~loans~~loan. ~~prior~~The Company projects that it will not have sufficient cash available to pay off the mortgage loans upon maturity and, therefore, the Company and the Fortress Member are seeking to sell the properties that secure the mortgage loans. Although the Company has a history of demonstrating its ability to successfully refinance its loans as they come due, there can be no assurances that the Company will be successful in its efforts to refinance the loans on favorable terms or at all. ~~While~~The ~~it is not the~~ Company's ~~current plan, the Company~~ also has the option to sell the properties securing the loans and use the proceeds to satisfy the outstanding loan obligations. If the Company is ultimately unable to repay or refinance these loans or sell the properties prior to maturity, the lender has the right to place the loans in default and ultimately foreclose on the properties securing the loans. Under this circumstance, the Company would not have any further financial obligations to the lenders as the current estimated market values of these properties are in excess of the outstanding loan balances.

~~The~~On ~~Company's~~May ~~access~~21, to2024, ~~capital~~the ~~depends~~Company ~~upon~~agreed awith ~~number~~CF ofFlyer ~~factors~~PE ~~over~~Investor ~~which~~LLC (the ~~Company~~“Fortress ~~has~~Member”), ~~little~~an oraffiliate noof ~~control,~~Fortress ~~including~~Investment ~~general~~Group ~~market~~LLC ~~conditions~~(“Fortress”), ~~the~~that, ~~market's~~after ~~perception~~revision of the ~~Company's~~total ~~current~~yield ~~and~~calculation ~~potential~~as ~~future~~of ~~earnings~~March ~~and~~31, ~~cash distributions~~2024, the Company's ~~current~~did ~~debt~~not ~~levels~~meet ~~and~~ the ~~market~~minimum ~~price~~total ofyield requirement under the ~~shares~~Amended ofand ~~the~~Restated ~~Company's~~Limited ~~common~~Liability ~~stock.~~Company ~~Although~~Agreement (the ~~Company's~~“Eagles ~~common~~Sub-OP ~~stock~~Operating isAgreement”) ~~quoted~~of onBroad ~~the~~Street ~~OTCQX~~Eagles ~~Best~~JV ~~Market,~~LLC an(the ~~over~~“Eagles Sub-OP”), by and between the~~-counter~~ ~~stock~~Operating ~~market~~Partnership and the Fortress Member, ~~there~~which iswould constitute a ~~very~~Trigger ~~limited~~Event ~~trading~~(as ~~market~~defined ~~for~~in the ~~Company's~~Eagles ~~common~~Sub-OP ~~stock~~Operating Agreement). Effective May 21, 2024, the Fortress Member and ifthe Operating Partnership entered into a ~~more~~temporary ~~active~~waiver ~~trading~~agreement ~~market~~(the is“Temporary ~~not~~Waiver”) ~~developed~~to waive the total yield failure and ~~sustained,~~the existence of the ~~Company~~Trigger ~~will~~Event beuntil ~~limited~~such intime ~~its~~as ~~ability~~the Fortress Member elected to ~~issue~~revoke ~~equity~~such waiver, which the Fortress Member was entitled to ~~fund~~do at any time in its ~~capital~~sole ~~needs~~discretion. IfOn April 8, 2025, the ~~Company~~Fortress ~~cannot~~Member ~~obtain~~rescinded ~~capital~~the ~~from~~Temporary ~~third~~Waiver and removed the Operating Partnership as the managing member of the Eagles Sub-~~party~~OP ~~sources,~~in accordance with the ~~Company~~terms ~~may~~of ~~not~~the beEagles ~~able~~Sub-OP toOperating ~~meet~~Agreement (the ~~capital~~“Rescission and ~~operating~~Removal ~~needs~~Notice”). As a result of ~~its~~the ~~properties~~Rescission and Removal Notice, ~~satisfy~~the ~~its~~Fortress ~~debt~~Member ~~service~~automatically ~~obligations~~became orthe ~~pay~~managing ~~dividends~~member toof ~~its~~the ~~stockholders.~~Eagles Sub-OP in accordance with the terms of the Eagles

Under the Company's debt agreements, the Company is subject to certain covenants. In the event of a default, the lenders could accelerate the timing of payments under the applicable debt obligations and the Company may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on the Company's liquidity, financial condition and results of operations. The Company was in compliance with all covenants under its debt agreements as of September 30, 2024.

Note 2 - Accounting Policies and Related Matters

~~unaudited~~Sub-OP ~~condensed~~Operating ~~consolidated~~Agreement. ~~financial~~The ~~statements~~Rescission ~~reflect~~and ~~all~~Removal ~~adjustments~~Notice ~~consisting~~also ofresulted ~~normal~~in ~~recurring~~(i) ~~adjustments~~the ~~necessary~~removal ~~for~~of aany ~~fair~~representatives ~~presentation~~ of ~~its~~the ~~financial~~Operating ~~position~~Partnership ~~and~~serving ~~results~~on ofany ~~operations.~~board ~~Interim~~of ~~results~~management of ~~operations~~a ~~are~~subsidiary ~~not necessarily indicative~~ of the ~~results~~Eagles ~~that~~Sub-OP ~~may be achieved for a full year. The unaudited condensed consolidated financial statements~~ and ~~related~~(ii) ~~notes~~the dorescission ~~not~~of ~~include~~the ~~all~~rights ~~information~~of ~~and~~any ~~footnotes~~agent ~~required~~or byofficer ~~GAAP~~of ~~for annual reports. These interim condensed consolidated financial statements should be read in conjunction with~~ the ~~Company’s~~Eagles ~~audited~~Sub-OP ~~consolidated~~designated ~~financial~~by ~~statements and notes thereto as of and for~~ the ~~year~~Operating ~~ended December 31~~Partnership, ~~2023,~~as ~~included in~~ the ~~Company’s~~managing ~~2023~~member ~~Annual~~of ~~Report on Form 10-K filed with~~ the ~~SEC~~Eagles ~~on April 1, 2024~~Sub-OP.

All of the Company’s properties are owned by subsidiaries of the Eagles Sub-OP. As a result of the Rescission and Removal Notice, the Fortress Member has full control of all cash accounts owned by the Eagles Sub-OP and its subsidiaries, which accounts hold substantially all cash of the Company. Any use of such cash by the Company or the Operating Partnership requires the consent of the Fortress Member, and the Company can provide no assurance that the Fortress Member will provide such consent. On May 20, 2025, the Fortress Member informed the Company’s board of directors that it will fund the Company’s general and administrative expenses for key personnel, licenses, software and other expenses to be approved by the Fortress Member for the next two months, up to a total of $750,000, after which the Fortress Member will determine the appropriate next steps. The Fortress Member, in its capacity as managing member of Eagles Sub-OP, intends to cause Eagles Sub-OP to sell one or more properties to third-party buyers unaffiliated with the Fortress Member until the Preferred Equity Investment (as defined below) has been redeemed for the Redemption Amount (as defined in the Eagles Sub-OP Operating Agreement) and the entire outstanding principal balance of the Fortress Mezzanine Loan (as defined below) and the Prepayment Premium (as defined below) has been repaid. Further, the Company and the Fortress Member are currently marketing certain of the properties for sale. The Company can provide no assurances as to the timing of the sales of the properties or that the properties will be successfully sold. As of March 31, 2025, the Redemption Amount was $111.9 million and the outstanding principal balance of the Fortress Mezzanine Loan and the Prepayment Premium was $19.1 million. The combined carrying amount of the Preferred Equity Investment and the Fortress Mezzanine Loan was approximately $118.3 million at March 31, 2025. See Note 8 “Mortgage and Other Indebtedness” and Note 10 “Fortress Preferred Equity Investment” for additional information.

Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date that these condensed consolidated financial statements are available to be issued. The Company’s ability to continue as a going concern is dependent on the Company’s ability to find third-party equity and/or debt financing to pay off the Preferred Equity Investment and the Fortress Mezzanine Loan or the Company’s and the Fortress Member’s ability to sell properties as described above. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company cannot obtain third-party equity and/or debt financing or if the Company and the Fortress Member cannot sell properties as described above, the Company will not be able to satisfy its debt and preferred equity obligations. The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Under the Company's debt agreements, the Company is subject to certain covenants. In the event of a default, the lenders could accelerate the timing of payments under the applicable debt obligations and the Company may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on the Company's liquidity, financial condition and results of operations. Other than the event of default under the mezzanine loan agreement for the Fortress Mezzanine Loan, the Company was in compliance with all covenants under its debt agreements as of March 31, 2025.

Note 2 - Accounting Policies and Related Matters

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim reports. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of its financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. The unaudited condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2024, included in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 28, 2025, as amended on April 29, 2025 (the “2024 Form 10-K”).

The interim condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and subsidiaries in which the Company has a controlling interest. All intercompany transactions and balances have been eliminated in consolidation.

For information about significant accounting policies, refer to the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, ~~2023~~2024, included in the ~~Company’s~~2024 ~~2023 Annual Report on~~ Form 10-K ~~filed with the SEC on April 1, 2024~~. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, there were no material changes to these policies.

Change in Presentation

The Company has made certain reclassifications to prior period financial statements in order to enhance the comparability with current period condensed consolidated financial statements. These reclassifications had no effect on net loss or cash flows from operations.

Accounting Guidance

Adoption of Accounting Standards

There were no adopted pronouncements during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 that impacted the Company.

Issued Accounting Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which requires entities to annually disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU is effective for the Company for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of the guidance.

In November ~~2023~~2024, FASB issued ASU ~~2023~~2024-0703, ~~Segment~~Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~280~~220-40),: ~~Improvements~~Disaggregation toof ~~Reportable~~Income ~~Segment~~Statement ~~Disclosures~~Expenses, which requires entities to provide ~~disclosures~~disaggregated disclosure of ~~significant~~income ~~segment~~statement expenses. ~~and~~The ~~other~~ASU ~~significant~~does ~~segment~~not ~~items,~~change asthe ~~well~~expense ascaptions ~~provide~~an inentity ~~interim~~presents ~~periods~~on ~~all~~the ~~disclosures~~face ~~about~~of athe ~~reportable~~income ~~segments'~~statement; ~~profit or loss and assets that are currently required annually. Additionally~~rather, ~~entities~~it ~~with~~requires adisaggregation ~~single~~of ~~reportable~~certain ~~segment~~expense ~~have~~captions tointo ~~provide~~specified ~~all~~categories ofin ~~the~~ disclosures ~~required~~within ~~by ASC 280, including~~ the ~~significant~~footnotes ~~segment expense disclosures. The ASU is applied retrospectively~~ to ~~all periods presented in~~ the financial statements~~, unless it is impracticable~~. This ASU is effective for the Company for fiscal years beginning after December 15, ~~2023~~2026, and for interim periods beginning after December 15, ~~2024~~2027, with early adoption permitted. The Company is evaluating the impact of this guidance.

Note 3 – Real Estate

Concentrations of Credit Risks

The following table contains information regarding the geographic concentration of the properties in the Company’s portfolio as of ~~September~~March 3031, ~~2024~~2025, which includes rental income for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

(dollars in thousands)	NumberofProperties	Gross Real Estate Assets (1)		Percentage of Total Real Estate Assets			Rental income for the ~~nine~~three months ended ~~September~~March 3031,
Location	~~September~~March 3031, ~~2024~~2025	~~September~~March 3031, ~~2024~~2025		~~September~~March 3031, ~~2024~~2025			~~2024~~2025		~~2023~~2024
Maryland	6	$	102,~~462~~898		27.4	%	$	93,~~927~~617	$	93,~~214~~074
Virginia (1)	5		198,676		53.0	%		11,754		12,395
Virginia	5		199,655		53.1	%		3,979		3,965
Pennsylvania (2)	―		—		—			—		1,501
Washington D.C.	1		8,380		2.2	%		131		183
Washington D.C.	1		8,380		2.2	%		596		438
Colorado	3		65,016		17.3	%		2,115		2,289
Colorado	3		65,020		17.4	%		6,155		6,123
	15	$	375,949		100.0	%	$	9,842	$	9,511
	15	$	374,538		100.0	%	$	28,432	$	29,671

(1)

~~Rental~~Represents ~~income~~total ~~for~~costs ~~the~~before ~~nine~~accounting ~~months~~for ~~ended~~any ~~September~~depreciation ~~30,~~or ~~2023~~amortization ~~includes $1~~expenses.~~2 million of rental income from Spotswood Valley Square Shopping Center, which was sold on June 30, 2023.~~

Rental income related solely to Dekalb Plaza, which was sold on July 20, 2023.

Note 4 – Intangibles

The following is a summary of the carrying amount of the Company’s intangible assets and liabilities as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024.

(in thousands)	~~September~~March 3031, ~~2024~~2025			December 31, ~~2023~~2024
Assets:
Above-market leases	$	4,153		$	4,153
Above-market leases accumulated amortization		(23,~~909~~166	)		(23,~~469~~038	)
In-place leases		28,814			2928,~~221~~814
In-place leases accumulated amortization		(2223,~~171~~326	)		(2022,~~094~~771	)
Total real estate intangible assets, net	$	76,~~887~~475		$	107,~~811~~158
Liabilities
Below-market leases	$	3,099		$	3,~~146~~099
Below-market leases accumulated amortization		(2,~~720~~822	)		(2,~~513~~778	)
Total real estate intangible liabilities, net	$	~~379~~277		$	~~633~~321

For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company recognized amortization related to in-place leases of approximately $0.76 million and $10.19 million, respectively, and net amortization related to above-market leases and below-market leases for each of the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 of approximately $0.1 million in its condensed consolidated statements of operations.

For the nine months ended September 30, 2024 and 2023, the Company recognized amortization related to in-place leases of approximately $2.3 million and $5.5 million, respectively, and net amortization related to above-market leases and below-market leases for each of the nine months ended September 30, 2024 and 2023 of approximately $0.2 million in its condensed consolidated statements of operations.12

The following table represents expected amortization of existing real estate intangible assets and liabilities as of ~~September~~March 3031, ~~2024~~2025:

(in thousands)	Amortization of in-place leases		Amortization of above-market leases		Amortization of below-market leases			Total amortization, net
Remainder of 2024	$	539	$	118	$	(48	)	$	609
Remainder of 2025	$	1,469	$	322	$	(99	)	$	1,692
2025		2,024		449		(153	)		2,320
2026		1,433		253		(83	)		1,603
2027		933		167		(44	)		1,056
2028		503		112		(26	)		589
2029		383		80		(14	)		449
Thereafter		828		65		(11	)		882
2030		287		23		(11	)		299
Total	$	6,643	$	1,244	$	(379	)	$	7,508
Thereafter		480		30		-			510
Total	$	5,488	$	987	$	(277	)	$	6,198

The Company amortizes the value of in-place leases to amortization expense, the value of above-market leases as a reduction of rental income and the value of below-market leases as an increase to rental income over the initial term of the respective leases.

As of ~~September~~March 3031, ~~2024~~2025, the weighted average remaining amortization period of in-place lease intangibles, above-market lease intangible assets and below-market lease intangibles is approximately 21.07 years, 2.40 years and 0.97 years, respectively.

Note 5 - Tenant and Accounts Receivable

Items included in tenant and accounts receivable, net on the Company’s condensed consolidated balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are detailed in the table below:

(in thousands)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
Tenant receivable, net	$	~~375~~442	$	~~255~~225
Accounts receivable, net		1,~~049~~827		1,~~663~~465
Total tenant and accounts receivable, net	$	12,~~424~~269	$	1,~~918~~690

Note 6 - Other Assets

Items included in other assets, net on the Company’s condensed consolidated balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are detailed in the table below:

(in thousands)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
Prepaid assets and deposits	$	~~1,483~~841	$	1,~~380~~364
Leasing commission costs and incentives, net		2,~~344~~594		2,~~141~~297
Right-of-use assets, net		1,~~306~~198		1,~~494~~253
Pre-acquisition costs		—		673
Other receivables, net		621,086		35460
Corporate property, net		~~122~~115		~~144~~125
Receivables from related parties		~~1,122~~992		~~1,127~~992
Total assets	$	6,~~439~~826	$	6,~~327~~564

Receivables due from related parties as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are described further in Note 16 “Related Party Transactions.”

Note 7 - Accounts Payable and Accrued Liabilities

Items included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are detailed in the table below:

(in thousands)	~~September~~March 3031, ~~2024~~2025		December 31, ~~2023~~2024
Trade payable	$	12,~~814~~778	$	2,~~372~~417
Accrued operating and administrative expenses (1)		57,~~651~~103		56,~~781~~348
Security deposit		2,~~404~~447		2,~~340~~462
Real estate tax payable		1,~~235~~210		1,~~222~~307
Interest payable		1,~~195~~139		1,~~213~~356
Derivative liability		~~581~~229		~~668~~20
Lease payable		1,~~436~~325		1,~~521~~382
Income tax payable		57		340
Accounts payable and accrued liabilities	$	16,231	$	15,292
Accounts payable and accrued liabilities	$	14,373	$	15,457

The table below provides additional details for items included in “Accrued operating and administrative expenses” as of September 30, 2024 and December 31, 2023:

(in thousands)	September 30, 2024		December 31, 2023
Payroll and payroll related expenses	$	1,069	$	1,099
Accrued cost of services		1,011		1,004
Accrued legal and professional fees		1,121		810
Insurance proceeds for repairs		1,081		3
Accrued construction in progress		33		732
Accrued property operating expenses		680		729
Other accrued expenses		656		1,404
Accrued operating and administrative expenses	$	5,651	$	5,781

(1)

The table below provides additional details for items included in “Accrued operating and administrative expenses” as of March 31, 2025 and December 31, 2024:


(in thousands)	March 31, 2025		December 31, 2024
Payroll and payroll related expenses	$	1,421	$	1,155
Accrued cost of services		1,170		950
Accrued legal and professional fees		2,759		2,337
Insurance proceeds for repairs		—		2
Accrued construction in progress		84		80
Accrued property operating expenses		870		1,065
Other accrued expenses		799		759
Accrued operating and administrative expenses	$	7,103	$	6,348

Note 8 – Mortgage and Other Indebtedness

The table below details the Company’s debt balance at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024:

(dollars in thousands)	Maturity Date	Rate Type	Interest Rate (1)	~~September~~March 3031, ~~2024~~2025				December 31, ~~2023~~2024
Basis Term Loan (net of discount of $0 and $21, respectively)	July 1, 2024	Floating (2)	N/A	$	—			$	8,491		(3)
Hollinswood Shopping Center Loan (2)	June 1, 2025	SOFR + 2.36%	6.68%	$	12,048			$	12,104
Hollinswood Shopping Center Loan	December 1, 2024 (4)	SOFR + 2.36% (5)	4.06%		12,188				12,437
Avondale Shops Loan	June 1, 2025 (3)	Fixed	4.00%		2,714				2,745
Avondale Shops Loan	June 1, 2025	Fixed	4.00%		2,776				2,868
Vista Shops at Golden Mile Loan (net of discount of $77 and $82, respectively) (4)	February 8, 2029	SOFR + 2.75%	6.90%		15,934				15,985
Vista Shops at Golden Mile Loan (net of discount of $87 and $9, respectively) (6)	February 8, 2029	Fixed	6.90%		16,044				11,252
Brookhill Azalea Shopping Center Loan	April 30, 2025 (5)	SOFR + 2.75%	7.07%		9,198				9,198
Brookhill Azalea Shopping Center Loan	January 31, 2025	SOFR + 2.75%	7.60%		9,197				9,198
Crestview Shopping Center Loan (net of discount of $28 and $33, respectively)	September 29, 2026	Fixed	7.83%		11,817				11,856
Crestview Shopping Center Loan (net of discount of $38 and $53, respectively)	September 29, 2026	Fixed	7.83%		11,929				11,947
Lamar Station Plaza West Loan (net of discount of $49 and $54, respectively)	December 10, 2027	Fixed	5.67%		18,498				18,585
Lamar Station Plaza West Loan (net of discount of $59 and $73, respectively)	December 10, 2027	Fixed	5.67%		18,668				18,927
Highlandtown Village Shopping Center Loan (net of discount of $27 and $29, respectively)	May 10, 2028	SOFR + 2.5% (6)	6.09%		8,723				8,721
Highlandtown Village Shopping Center Loan (net of discount of $31 and $38, respectively)	May 10, 2028	SOFR + 2.5% (7)	6.085%		8,719				8,712
Midtown Colonial and Midtown Lamonticello Shopping Center Loan (net of discount of $150 and $168, respectively) (7)	May 1, 2027	Fixed	7.92%		19,010				18,992
Midtown Colonial and Midtown Lamonticello Shopping Center Loan (net of discount of $187 and $0, respectively) (8)	May 1, 2027	Fixed	7.92%		18,973				—
Midtown Row Loan (net of discount of $13 and $14, respectively)	December 1, 2027	Fixed	6.48%		75,987				75,986
Midtown Row Loan (net of discount of $15 and $19, respectively)	December 1, 2027	Fixed	6.48%		75,985				75,981
Midtown Row/Fortress Mezzanine Loan (8)	December 1, 2027	Fixed	14.00% (9)		16,688				16,911
Midtown Row/Fortress Mezzanine Loan (9)	December 1, 2027	Fixed	13.00% (10)		15,450				16,187
Cromwell Field Shopping Center Loan (net of discount of $41 and $45, respectively)	December 22, 2027	Fixed	6.71%		12,897		(10)		12,508		(10)
Cromwell Field Shopping Center Loan (net of discount of $49 and $60, respectively)	December 22, 2027	Fixed	6.71%		12,381				10,597
Coral Hills Shopping Center Loan (net of discount of $165 and $169, respectively)	October 31, 2033	Fixed	6.95%		12,336				12,385
Coral Hills Shopping Center Loan (net of discount of $174 and $189, respectively)	October 31, 2033	Fixed	6.95%		12,429				12,560
West Broad Shopping Center Loan (net of discount of $77 and $79, respectively)	December 21, 2033	Fixed	7.00%		11,498				11,545
West Broad Shopping Center Loan (net of discount of $81 and $88, respectively)	December 21, 2033	Fixed	7.00%		11,589				11,712
The Shops at Greenwood Village (net of discount of $59 and $63, respectively)	October 10, 2028	SOFR + 2.85% (11)	5.85%		21,494				21,643
The Shops at Greenwood Village (net of discount of $67 and $80, respectively)	October 10, 2028	SOFR + 2.85% (11)	5.85%		21,790				22,218
				$	248,842			$	249,164
				$	248,118			$	233,087
Unamortized deferred financing costs, net					(1,978	)			(2,114	)
Unamortized deferred financing costs, net					(2,290	)			(2,038	)
Total Mortgage and Other Indebtedness				$	246,864			$	247,050
Total Mortgage and Other Indebtedness				$	245,828			$	231,049

(1)

Interest rates are as of ~~September~~March 3031, ~~2024~~2025.

(2)

The Company entered into an interest rate ~~for~~swap which fixed the ~~Basis~~interest ~~Term~~rate ~~Loan~~of ~~was~~this ~~the~~loan ~~greater~~at of4.06% ~~(i)~~until December 1, 2024. On October 28, 2024, the ~~Secured~~Company ~~Overnight~~entered ~~Financing~~into ~~Rate~~an ~~(“SOFR”)~~agreement ~~plus~~to ~~3.97%~~extend ~~per~~the ~~annum~~maturity ~~and~~date ~~(ii)~~of ~~6.125%~~this ~~per~~loan ~~annum~~to March 1, 2025. On ~~November~~March 2327, ~~2022~~2025, the Company entered into ananother ~~interest~~agreement ~~rate~~to ~~cap~~further extend the maturity date of this loan to June 1, 2025. In May 2025, the Company reached a verbal agreement from the lender to ~~cap~~further extend the ~~SOFR~~maturity ~~interest~~date ~~rate~~of atthis ~~4.65%~~loan ~~effective~~to ~~January~~September 1, ~~2023~~2025, ~~which~~with ~~replaced~~an option to extend the ~~existing~~maturity ~~interest~~date ~~rate~~for ~~cap~~an ~~agreement~~additional ~~that~~90 ~~capped~~days, but the ~~SOFR~~Company ~~interest~~can ~~rate~~provide atno ~~3.5%.~~assurance that the lender will enter into a definitive agreement to effect this extension.

(3)

~~The outstanding balance includes less than $0.1 million of exit fees at December 31, 2023.~~ On ~~April~~May 306, ~~2024~~2025, the Company ~~paid~~entered ~~off~~into ~~the~~an ~~outstanding~~agreement ~~principal~~to ~~balance~~extend on the ~~Basis~~maturity ~~Term~~date ~~Loan with a portion~~ of ~~the~~this ~~proceeds of a new~~ loan ~~secured~~to byDecember ~~the~~1, ~~properties that were collateral for the Basis Term Loan~~2025.

(4)

On ~~October~~February 288, 2024, the Company refinanced the Vista Shops at Golden Mile Loan. The maturity date of the new loan is February 8, 2029. The Company entered into an ~~agreement~~interest torate ~~extend~~swap which fixes the ~~maturity~~interest ~~date~~rate of ~~this~~the new loan toat ~~March~~6.90% 1,for ~~2025~~the term of the loan.

~~The Company has entered into an interest rate swap which fixes the interest rate of this loan at 4.06% until December 1, 2024.~~ 14

(5)

On ~~February~~January 831, ~~2024~~2025, the Company ~~refinanced~~entered ~~the~~into ~~Vista~~an ~~Shops~~agreement ~~at Golden Mile Loan~~ to extend the maturity date of this loan to ~~February~~April 830, ~~2029~~2025. ~~and~~On May 20, 2025, the Company entered into ananother ~~interest~~agreement ~~rate~~to ~~swap~~further ~~which~~extend ~~fixes~~ the ~~interest~~maturity ~~rate~~date of this loan to July 29, 2025 and amend the ~~new~~interest ~~loan~~rate atto 6SOFR plus 3.9009%.

(6)

The Company has entered into an interest rate swap which fixes the interest rate of this loan at 6.~~085~~09%.

(7)

This loan was originated on April 30, 2024.

(8)

The outstanding balance reflects the fair value of the debt.

(9)

A portion of the interest on this loan is paid in cash (the “Current Interest”) and a portion of the interest is capitalized and added to the principal amount of the loan each month (the “Capitalized Interest”) and, together with the Current Interest, the “Mezzanine Loan Interest”). The initial Mezzanine Loan Interest rate was 12% per annum, comprised of a 5% Current Interest rate and a 7% Capitalized Interest rate. The Capitalized Interest rate increases each year by 1% and, as of March 31, 2025, was 9%. Effective April 8, 2025, the interest rate was increased by 4% as a result of the Trigger Event.

(10)

OnAt ~~May~~March 131, ~~2023~~2025 and December 31, ~~the~~2024, ~~Company~~there ~~terminated~~was ~~this~~additional ~~loan’s~~borrowing ~~prior~~capacity ~~interest~~of ~~rate~~$2.1 ~~swap~~million and ~~entered~~$2.4 ~~into~~million, arespectively, ~~new~~available ~~interest~~for ~~rate~~the ~~swap~~Company ~~agreement~~ to ~~fix~~fund ~~the~~leasing ~~interest~~costs ~~rate~~and atfor ~~5.85%.~~the performance earnout.

(11)

14The Company has entered into an interest rate swap which fixes the interest rate of this loan at 5.85%.

Basis Term Loan

In December 2019, six of the Company’s subsidiaries, as borrowers (collectively, the “Borrowers”), and Big Real Estate Finance I, LLC, a subsidiary of a real estate fund managed by Basis Management Group, LLC (“Basis”), as lender (the “Basis Lender”), entered into a loan agreement (the “Basis Loan Agreement”) pursuant to which the Basis Lender made a senior secured term loan of up to $66.9 million (the “Basis Term Loan”) to the Borrowers. Pursuant to the Basis Loan Agreement, the Basis Term Loan was originally secured by mortgages on the following properties: Coral Hills, Crestview, Dekalb, Midtown Colonial, Midtown Lamonticello and West Broad. The Basis Term Loan initial maturity was January 1, 2023, subject to two one-year extension options, subject to certain conditions. On November 22, 2022, the Company exercised one of the one-year extension options and the maturity date was extended to January 1, 2024. On December 6, 2023, the Company exercised the remaining extension option and the maturity date was extended to July 1, 2024.

The Basis Loan Agreement was amended and restated on June 29, 2022 to replace LIBOR with SOFR. The Basis Term Loan bore interest at a rate equal to the greater of (i) SOFR plus 3.97% per annum and (ii) 6.125% per annum. The Borrowers entered into an interest rate cap agreement that effectively capped the prior-LIBOR rate at 3.50% per annum. On August 1, 2022, the interest rate cap agreement was modified to cap the SOFR rate at 3.50% per annum. The interest rate cap expired on January 1, 2023. On November 23, 2022, the Company entered into an interest rate cap agreement, effective January 1, 2023, to cap the SOFR interest rate at 4.65%.

On April 30, 2024, the Company received a loan secured by Midtown Colonial and Midtown Lamonticello and paid off the Basis Term Loan in full with a portion of the proceeds from the new mortgage loan.

Mortgage Indebtedness

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had approximately $232.72 million and $~~208~~232.43 million, respectively, of outstanding mortgage indebtedness secured by individual properties.

On ~~May~~February 18, ~~2023~~2024, the Company ~~terminated~~refinanced the ~~prior~~mortgage ~~interest~~loan ~~rate~~secured ~~swap~~by ~~for~~Vista ~~the~~Shops ~~loan~~at ~~secured~~Golden byMile. The ~~Shops~~new loan has a principal balance of $16.2 million, bears interest at ~~Greenwood~~SOFR ~~Village~~plus a spread of 2.75% per annum and matures on February 8, 2029. The Company entered into aan ~~new~~ interest rate swap ~~agreement~~which tofixes ~~fix~~ the interest rate of the loan at 56.8590%.

On ~~June~~April 2830, ~~2023~~2024, the ~~loan~~Company ~~agreement~~received ~~for~~a ~~the~~$19.2 ~~Company’s~~million ~~mortgage~~ loan secured by ~~the~~Midtown ~~Vista~~Colonial ~~Shops~~and atMidtown ~~Golden~~Lamonticello, ~~Mile~~which ~~was~~bears ~~amended~~interest toat ~~change~~a ~~the interest~~ rate toof 7.7392% per annum and ~~extend~~matures ~~the~~on ~~maturity~~May ~~date to June 24~~1, ~~2024~~2027. OnThe ~~February~~Company 8,used ~~2024,~~a ~~the~~portion ~~Company~~of ~~refinanced~~ the ~~mortgage~~proceeds ~~loan.~~from ~~The~~the new mortgage loan ~~has~~to apay ~~principal~~off ~~balance~~the of $168.25 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~~outstanding ~~rate~~balance of ~~the~~another loan ~~at 6~~.~~90%.~~

On ~~April~~October 3028, 2024, the ~~Company~~loan ~~received~~agreement aand ~~$19.2~~guaranty ~~million~~agreement for the Company’s mortgage loan secured by ~~Midtown~~the ~~Colonial~~Hollinswood ~~and~~property ~~Midtown~~was ~~Lamonticello,~~amended ~~which~~to ~~bears~~extend ~~interest~~the atmaturity adate ~~rate~~to ofMarch 71, 2025.~~92%~~ ~~per~~On ~~annum~~March ~~and~~27, ~~matures~~2025, onthe ~~May~~maturity date was further extended to June 1, ~~2027~~2025. ~~The~~In May 2025, the Company ~~used~~reached a ~~portion~~verbal ofagreement with the ~~proceeds~~lender ~~from~~to further extend the ~~new~~maturity ~~mortgage~~date of this loan to ~~pay~~September ~~off~~1, 2025, with an option to extend the ~~Basis~~maturity ~~Term~~date ~~Loan~~for an additional 90 days, but the Company can provide no assurance that the lender will enter into a definitive agreement to effect this extension.

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. On May 20, 2025, the Company entered into another agreement to further extend the maturity date of this loan to July 29, 2025 and amend the interest rate to SOFR plus 3.09%.

On May 6, 2025, the promissory note for the Company’s mortgage loan secured by the Avondale property was amended to extend the maturity date to December 1, 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 ~~mezzanine~~Fortress ~~loan~~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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 was $1516.47 million and $16.29 million, respectively. For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company recognized a net loss of $0.62 million and a net gain of $02.83 million, respectively, on fair value change of debt held under the fair value option in the condensed consolidated statements of operations and a net ~~loss~~gain of $20.29 million and ~~a net gain of~~ $0.37 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 loss. For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company recognized $0.6 million and $0.5 million, respectively, of interest expense in the condensed consolidated statements of operations, each of which includes $0.4 million and $0.3 million, respectively, of Capitalized Interest recorded in the condensed consolidated balance sheets.

~~For~~As ~~the~~discussed ~~nine~~below, ~~months~~effective ~~ended~~May ~~September 30~~21, 2024 ~~and 2023~~, the ~~Company~~Fortress ~~recognized~~Member aand ~~net~~the ~~gain~~Operating ofPartnership ~~$2.0~~entered ~~million~~into ~~and~~the $1Temporary Waiver.3 ~~million~~On April 8, ~~respectively~~2025, onthe ~~fair~~Fortress ~~value~~Member ~~change~~provided ofthe ~~debt~~Rescission ~~held~~and ~~under~~Removal Notice. The mezzanine loan agreement for the ~~fair~~Fortress ~~value~~Mezzanine ~~option~~Loan provides for cross-default in the ~~condensed~~event ~~consolidated~~of ~~statements~~a ofTrigger ~~operations~~Event. ~~and~~Accordingly, as a ~~net~~result ~~loss~~ of ~~$0.2~~the ~~million~~Rescission and aRemoval ~~net~~Notice ~~gain~~and ofthe ~~$0.7~~resulting ~~million,~~Trigger ~~respectively,~~Event inunder ~~change~~the inEagles ~~fair~~Sub-OP ~~value~~Operating ~~due~~Agreement, toan ~~credit~~event ~~risk~~of ondefault ~~debt~~exists ~~held~~and is continuing under the ~~fair~~Fortress ~~value~~Mezzanine ~~option~~Loan. inAs ~~the~~a ~~condensed~~result ~~consolidated~~of ~~statements~~the event of ~~comprehensive~~default, ~~loss.~~(i) ~~For~~CF Flyer Mezz may require the ~~nine~~immediate ~~months~~payment ~~ended~~of ~~September~~all ~~30,~~amounts ~~2024~~owed ~~and~~under ~~2023~~the Fortress Mezzanine Loan, ~~the~~(ii) ~~Company~~CF ~~recognized~~Flyer ~~$1.6~~Mezz ~~million~~may ~~and~~foreclose ~~$1.4~~on ~~million,~~the ~~respectively~~collateral for the Fortress Mezzanine Loan, of(iii) the interest ~~expense~~rate inof the ~~condensed~~Fortress ~~consolidated~~Mezzanine ~~statements~~Loan automatically increased by the lesser of ~~operations,~~4% ~~which~~or ~~includes~~the ~~$1.0~~maximum ~~million~~rate permitted by applicable law and ~~$0.8~~(iv) ~~million,~~CF ~~respectively,~~Flyer ofMezz ~~Capitalized~~may ~~Interest~~apply ~~recorded~~any sums in ~~the~~any ~~condensed~~cash ~~consolidated~~management ~~balance~~system ~~sheets.~~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 March 31, 2025 and December 31, 2024 was $3.6 million, gross ($2.0 million, net) and $3.6 million, gross ($2.1 million, net), respectively. Debt discounts associated with the Company’s debt as of March 31, 2025 and December 31, 2024 was $1.0 million, gross ($0.3 million, net) and $1.2 million, gross ($0.6 million, net), respectively. Deferred financing costs and debt discounts are netted against the debt balance outstanding on the Company’s consolidated balance sheets and will be 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 each of the three months ended March 31, 2025 and 2024.

Debt Maturities

The following table details the Company’s scheduled principal repayments and maturities during each of the next five years and thereafter as of ~~September~~March 3031, ~~2024~~2025:

(dollars in thousands)	Amount Due
Remainder of 2024	$	12,830
Remainder of 2025 (1)	$	43,774
2025		14,144
2026		14,790
2026		14,867
2027		126,007
2027		142,589
2028		28,880
2028		28,878
2029		15,449
2029		15,423
2030		542
Thereafter		21,~~984~~432
		250,715
		250,874
Unamortized debt discounts and deferred financing costs, net and fair value option adjustment		(4,~~887~~010	)
Total	$	~~245~~246,~~828~~864

(1)

Includes $18.0 million relating to the Fortress Mezzanine Loan.

Interest Rate Cap and Interest Rate Swap Agreements

ToOn ~~mitigate~~May ~~exposure~~1, ~~to interest rate risk~~2023, the Company entered into an interest rate ~~cap~~swap agreement, ~~effective December 27, 2019,~~ on ~~the full $66.9 million Basis Term Loan.~~ The ~~Basis~~Shops ~~Term Loan bore interest~~ at aGreenwood ~~rate~~Village ~~equal~~mortgage toloan the greater of (i) SOFR plus 3.97% per annum and (ii) 6.125% per annum. On November 23, 2022, the Company entered into an interest rate cap agreement, effective January 1, 2023, on the full $66.9 million Basis Term Loan to ~~cap~~fix the ~~SOFR~~ interest rate at 45.6585%. ~~As of December 31, 2023, the effective interest rate of the Basis Term Loan was 8.62%.~~

~~The~~On ~~Company~~May ~~also~~5, ~~entered~~2023, ~~into two interest rate swap agreements on~~ the ~~Hollinswood~~Company ~~Loan~~entered tointo ~~fix~~an ~~the~~ interest rate ~~at 4.06% until December 1, 2024. The~~ swap ~~agreements~~agreement ~~are effective as of December 27, 2019~~ on the ~~outstanding~~Highlandtown ~~balance~~Village ofShopping ~~$10.2~~Center ~~million~~mortgage ~~and on July 1, 2021 for the additional availability of $3.0 million under the Hollinswood Loan. On May 3, 2023, the Hollinswood~~ loan ~~agreement was amended~~ to ~~replace~~fix ~~LIBOR~~the ~~with~~interest ~~SOFR,~~rate ~~effective~~at ~~July 1, 2023~~6.09%.

On ~~May~~February 18, ~~2023~~2024, the Company ~~terminated~~entered ~~the~~into ~~prior~~an interest rate swap agreement ~~for~~on the ~~loan~~Vista ~~secured by The~~ Shops at ~~Greenwood~~Golden ~~Village~~Mile ~~and~~mortgage ~~entered~~loan ~~into a new interest rate swap agreement~~ to fix the interest rate ~~for the loan~~ at 56.8590%. ~~The Company also received $2.2 million upon the termination of the prior interest rate swap agreement.~~

OnThe ~~May~~Company 5,recognizes ~~2023,~~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 ~~entered~~derivatives ~~into~~that anare ~~interest~~not ~~rate~~designated ~~swap~~as ~~agreement~~hedges onor do not meet the ~~Highlandtown~~criteria ~~Village~~of ~~Shopping~~hedge ~~Center~~accounting ~~mortgage~~are ~~loan~~recognized toin ~~fix~~earnings. For the ~~interest~~three ~~rate~~months atended March 31, 2025 and 2024, the Company recognized losses of approximately $0.6 million and gains of approximately $0.~~085%~~4 million, respectively, as a component of “Derivative fair value adjustment” on the condensed consolidated statements of operations.

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~~derivative ~~that~~financial ~~are~~instruments ~~not designated~~ as ~~hedges or do not meet the criteria~~ of ~~hedge~~March ~~accounting~~31, ~~are~~2025 ~~recognized~~and inDecember ~~earnings. For the three months ended September 30~~31, 2024 ~~and~~was ~~2023,~~an ~~the~~interest ~~Company~~rate ~~recognized~~swap ~~losses~~asset of approximately $10.54 million and ~~gains of approximately~~ $0.37 million, respectively, asand aan ~~component~~interest ofrate ~~“Derivative~~swap ~~fair~~liability ~~value~~of ~~adjustment”~~$0.2 onmillion ~~the~~and ~~condensed~~less ~~consolidated~~than ~~statements of operations~~$0.1 ~~For~~million ~~the~~at ~~nine~~March ~~months~~31, ~~ended~~2025 ~~September~~and 30December 31, 2024 ~~and 2023~~, ~~the~~respectively. ~~Company~~The ~~recognized~~interest ~~losses~~rate ofswap ~~approximately~~asset ~~$1.1~~is ~~million~~included ~~and~~in ~~gains~~Derivative ofassets ~~less~~and ~~than~~the ~~$0.1~~interest ~~million,~~rate ~~respectively,~~swap asliability ais ~~component~~included ofin ~~“Derivative~~Accounts ~~fair~~payable ~~value~~and ~~adjustment”~~accrued liabilities on the condensed consolidated ~~statements~~balance ~~of operations~~sheets.

The fair value of the Company’s derivative financial instruments as of September 30, 2024 and December 31, 2023 was an interest rate swap asset of approximately $0.2 million and $0.8 million, respectively, and an interest rate swap liability of $0.6 million at September 30, 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. 16

Covenants

The Company’s loan agreements contain customary financial and operating covenants including debt service coverage ratios and aggregate minimum unencumbered cash covenants. As of ~~September~~March 3031, ~~2024~~2025, as disclosed above, the Company is in default under the mezzanine loan agreement for the Fortress Mezzanine loan as a result of the Rescission and Removal Notice. The Company was in compliance with all financial and operating covenants under its mortgage debt agreements.

Note 9 – Commitments and Contingencies

Litigation

From time to time, the Company or its properties may be subject to claims and suits in the ordinary course of business. The Company’s lessees and borrowers have indemnified, and are obligated to continue to indemnify, the Company against all liabilities arising from the operations of the properties and are further obligated to indemnify it against environmental or title problems affecting the real estate underlying such facilities. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on its condensed consolidated financial condition, results of operations or cash flows.

the real estate underlying such facilities. The Company is not aware of any pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on its condensed consolidated financial condition, results of operations or cash flows.

Note 10 – Fortress Preferred Equity Investment

~~The~~As ~~Company~~of ~~consolidates~~March ~~Broad~~31, ~~Street~~2025, ~~Eagles~~the JVCompany ~~LLC~~consolidated (the “Eagles Sub-OP”) under the guidance set forth in Accounting Standards Codification (“ASC”) 810, Consolidation. The Company evaluated whether the Eagles Sub-OP met the criteria for classification as a variable interest entity (“VIE”) or, alternatively, as a voting interest entity and concluded that that the Eagles Sub-OP met the criteria of a VIE. The Company iswas considered to have a controlling financial interest in the Eagles Sub-OP because the Company determined that it iswas the primary beneficiary because it iswas most closely associated with the Eagles Sub-OP. As discussed below, on April 8, 2025, the Fortress Member rescinded the Temporary Waiver and removed the Operating Partnership as the managing member of the Eagles Sub-OP. As a result, the Company will deconsolidate the Eagles Sub-OP in the second quarter of 2025 and account for its investment in the Eagles Sub-OP using the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”) at the time of deconsolidation, as the Company no longer has a controlling financial interest in the Eagles Sub-OP.

On November 22, 2022, the Company, the Operating Partnership and the Eagles Sub-OP, entered into a Preferred Equity Investment Agreement with ~~CF Flyer PE Investor LLC (~~the “Fortress Member”), ~~an affiliate of Fortress Investment Group LLC,~~ pursuant to which the Fortress Member invested $80.0 million in the Eagles Sub-OP in exchange for a preferred membership interest (such interest, the “Fortress Preferred Interest” and such investment, the “Preferred Equity Investment”). In connection with the Preferred Equity Investment, the Operating Partnership and the Fortress Member, the only holder of a preferred membership interest in the Eagles Sub-OP, entered into the Amended and Restated Limited Liability Company Agreement of the Eagles Sub-OP (the “Eagles Sub-OP Operating Agreement”), and the Operating Partnership contributed to the Eagles Sub-OP its subsidiaries that, directly or indirectly, own Brookhill Azalea Shopping Center, Vista Shops, Hollinswood Shopping Center, Avondale Shops, Greenwood Village Shopping Center and Lamar Station Plaza East in November 2022, as well as Cromwell Field in December 2022. Pursuant to the Eagles Sub-OP Operating Agreement, the Operating Partnership had the obligation to contribute to the Eagles Sub-OP its direct or indirect subsidiaries owning eight additional properties. As of September 30, 2024, the Operating Partnership had contributed to the Eagles Sub-OP its subsidiaries that own Highlandtown, Crestview, Coral Hills, West Broad, Midtown Colonial and Midtown Lamonticello and, with the approval of the Fortress Member, sold Spotswood and Dekalb Plaza (collectively, the “Excluded Properties”).

~~Pursuant~~In toconnection with the ~~Eagles~~Preferred ~~Sub-OP~~Equity ~~Operating Agreement~~Investment, the ~~Fortress~~Operating ~~Member~~Partnership isand ~~entitled~~the toFortress ~~monthly distributions~~Member, ~~a portion of which is paid in cash (~~the ~~“Current~~only ~~Preferred~~holder ~~Return”)~~of ~~and~~ a ~~portion~~preferred ~~that~~membership ~~accrues~~interest onin ~~and is added to~~ the ~~Fortress~~Eagles ~~Preferred Interest each month (the “Capitalized Preferred Return” and~~Sub-OP, ~~together~~entered ~~with~~into the ~~Current~~Eagles ~~Preferred~~Sub-OP ~~Return,~~Operating ~~the “Preferred Return”). The initial Preferred Return was 12% per annum~~Agreement, ~~comprised of a 5% Current Preferred Return~~ and ~~a 7% Capitalized Preferred Return, provided that, until certain of~~ the ~~Excluded~~Operating ~~Properties~~Partnership ~~were~~ contributed to the Eagles Sub-OP, ~~the~~its ~~Capitalized~~subsidiaries ~~Preferred~~that, ~~Return~~directly ~~was~~or ~~increased~~indirectly, byown ~~4.75%.~~Brookhill ~~The~~Azalea ~~Capitalized~~Shopping ~~Preferred~~Center, ~~Return~~Vista ~~increases~~Shops, ~~each~~Hollinswood ~~year~~Shopping ~~by 1%. As of September 30~~Center, ~~2024~~Avondale ~~and December 31~~Shops, ~~2023,~~Greenwood ~~the~~Village ~~Capitalized~~Shopping ~~Preferred~~Center ~~Return~~and ~~was~~Lamar ~~approximately~~Station ~~$17.1~~Plaza ~~million~~East ~~and~~in ~~$11.3~~November ~~million~~2022, ~~respectively,~~as ~~and~~well isas ~~reflected~~Cromwell ~~within~~Field ~~Redeemable~~in ~~noncontrolling~~December ~~Fortress~~2022. ~~preferred~~Pursuant ~~interest~~to on the ~~condensed~~Eagles ~~consolidated~~Sub-OP ~~balance~~Operating ~~sheets.~~Agreement, ~~For~~ the ~~three~~Operating ~~months~~Partnership ~~ended~~had ~~September~~the ~~30,~~obligation ~~2024~~to ~~and~~contribute ~~2023,~~to the ~~Company~~Eagles ~~recognized~~Sub-OP ~~$1.2~~its ~~million~~direct ~~and~~or ~~$1.1~~indirect ~~million,~~subsidiaries ~~respectively,~~owning ofeight ~~Current~~additional ~~Preferred Return and $2~~properties.0 ~~million~~As ~~and~~of ~~$2.6~~March ~~million~~31, ~~respectively~~2025, ofthe ~~Capitalized~~Operating ~~Preferred~~Partnership ~~Return,~~had ascontributed ~~a reduction~~ to ~~additional paid-in capital in~~ the ~~condensed~~Eagles ~~consolidated~~Sub-OP ~~statements~~its ofsubsidiaries ~~equity.~~that ~~For~~own ~~the~~Highlandtown, ~~nine~~Crestview, ~~months~~Coral ~~ended September 30~~Hills, ~~2024~~West ~~and 2023~~Broad, ~~the~~Midtown ~~Company~~Colonial ~~recognized~~and ~~$3.6~~Midtown ~~million~~Lamonticello and, ~~$3.2~~with ~~million,~~the ~~respectively,~~approval of ~~Current~~the ~~Preferred~~Fortress ~~Return~~Member, ~~and~~sold ~~$5.7~~Spotswood ~~million~~ and $7Dekalb Plaza.5 ~~million,~~All ~~respectively,~~ of ~~Capitalized~~the ~~Preferred~~Company’s ~~Return,~~properties asare aowned ~~reduction~~by tosubsidiaries ~~additional~~of ~~paid-in capital in~~ the ~~condensed~~Eagles ~~consolidated statements of equity~~Sub-OP.

AsPursuant ~~disclosed~~to the Eagles Sub-OP Operating Agreement, the Fortress Member is entitled to monthly distributions, a portion of which is paid in cash (the ~~Company's~~“Current ~~Annual~~Preferred ~~Report~~Return”) and a portion that accrues on ~~Form~~and ~~10-K~~is ~~for~~added to the ~~year~~Fortress ~~ended~~Equity ~~December~~Investment 31each month (the “Capitalized Preferred Return” and, ~~2023~~together with the Current Preferred Return, the ~~Fortress~~“Preferred ~~Member~~Return”). ~~has~~The ~~approval~~initial ~~rights~~Preferred ~~over~~Return ~~certain~~was ~~Major~~12% ~~Actions~~per ~~(as~~annum, ~~defined~~comprised inof ~~the~~a ~~Eagles~~5% ~~Sub-OP~~Current ~~Operating~~Preferred ~~Agreement)~~Return and a 7% Capitalized Preferred Return. InThe ~~addition~~Capitalized Preferred Return increases each year by 1%. As of March 31, ~~the~~2025 ~~Company~~and isDecember ~~required~~31, to2024, ~~maintain~~the ~~separate~~Capitalized ~~bank~~Preferred ~~accounts~~Return ~~for~~was ~~tenant~~approximately ~~improvement~~$21.4 ~~costs~~million and ~~leasing~~$19.2 ~~costs~~million, asrespectively, ~~well~~and asis ~~the~~reflected ~~net~~within ~~proceeds~~Redeemable ~~from~~noncontrolling Fortress preferred interest on the ~~Spotswood~~condensed ~~and~~consolidated ~~Dekalb~~balance ~~dispositions~~sheets. ~~Prior~~For ~~written~~each ~~consent~~ of the ~~Fortress~~three ~~Member~~months isended ~~required~~March ~~for~~31, 2025 and 2024, the ~~disbursement~~Company ~~and~~recognized ~~use~~approximately $1.2 million of ~~cash~~Current ~~held~~Preferred inReturn, ~~such~~and, ~~accounts~~for the three months ended March 31, ~~which~~2025 ~~had~~and a2024, ~~combined~~the ~~balance~~Company ofrecognized $92.72 million and $3.1.8 million, asrespectively, of ~~September~~Capitalized 30Preferred Return, ~~2024~~in ~~and~~each ~~December~~case ~~31,~~as ~~2023,~~a ~~respectively,~~reduction ~~and~~to isadditional ~~reflected~~paid-in capital in ~~cash~~the ~~and~~condensed ~~cash~~consolidated ~~equivalents~~statements of equity.

OnAs ~~May~~disclosed ~~21,~~in ~~2024,~~ the Company's ~~agreed~~Annual ~~with~~Report ~~the~~on ~~Fortress~~Form ~~Member~~10-K ~~that,~~for ~~after revision of~~ the ~~total~~year ~~yield~~ended ~~calculation~~December ~~as of March~~ 31, 2024, the Company did not meet the minimum total yield requirement under the Eagles Sub-OP Operating Agreement, which would have been a Trigger Event (as defined in the Eagles Sub-Op Agreement). Effective May 21, 2024, the Fortress Member and the Operating Partnership entered into a temporary waiver agreement to waive the total yield failure and the existence of the Trigger Event until such time as the Fortress Member elects to revoke such waiver. Upon the occurrence of a Trigger Event, the Fortress Member has ~~the~~approval ~~right~~rights toover ~~cause~~certain ~~the~~Major ~~Eagles~~Actions ~~Sub-OP to redeem the Fortress Preferred Interest by payment to the Fortress Member of the full Redemption Amount~~ (as defined in the Eagles Sub-OP Operating Agreement) ~~upon not less than 90 days prior written notice to the Eagles Sub-OP~~. ~~Additionally~~In addition, ~~upon~~ the ~~occurrence~~Company ofis arequired ~~Trigger~~to ~~Event,~~maintain ~~the~~separate ~~Fortress~~bank ~~Member~~accounts ~~would~~for ~~have~~tenant ~~the~~improvement ~~right~~costs ~~(among~~and ~~other~~leasing ~~rights)~~costs toas ~~(i)~~well ~~remove the Operating Partnership~~ as the ~~managing~~net ~~member~~proceeds offrom the ~~Eagles~~Spotswood ~~Sub-OP~~ and toDekalb ~~serve~~dispositions. asPrior ~~the~~written ~~managing~~consent ~~member~~of ~~until~~ the Fortress Member is ~~paid~~required ~~the Redemption Amount, (ii) cause the Eagles Sub-OP to sell one or more properties until the entire Fortress Preferred Interest has been redeemed~~ for the ~~Redemption~~disbursement ~~Amount,~~and ~~(iii) cause the Eagles Sub-OP to~~ use ~~certain reserve accounts to pay the Fortress Member the full Redemption Amount, and (iv) terminate all property management and other service agreements with affiliates~~ of ~~the~~cash ~~Company.~~held ~~Further, the mezzanine loan agreement for the Fortress Mezzanine Loan provides for cross-default~~ in ~~the~~such ~~event~~accounts, ~~of a Trigger Event.~~

~~statements.~~which ~~The~~had ~~instrument was initially recognized at fair value net of issuance costs. The Fortress Preferred Interest is redeemable at~~ a ~~determinable~~combined date (at year five (5), prior to year five if a Qualified Public Offering occurs or at any time so long as the Fortress Mezzanine Loan is repaid in full before or concurrently with such redemption) and therefore, at each subsequent reporting period we will accrete the carrying value to the amount due upon redemption of the Fortress Preferred Interest based on the effective interest method over the remaining term. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the condensed consolidated financial statements. The Company has evaluated the Fortress Preferred Interest and determined that its nature is that of a debt host and certain embedded derivatives exist that would require bifurcation on the Company’s condensed consolidated balance ~~sheets. For the three months ended September 30, 2024 and 2023, the Company recognized a gain~~ of $06.19 million and ~~a loss of~~ $08.3 million, respectively, in derivative fair value adjustment in the condensed consolidated statements of operations. For the nine months ended September 30, 2024 and 2023, the Company recognized a gain of $0.6 million ~~and~~as ~~less than $0.1 million, respectively, in derivative fair value adjustment in the condensed consolidated statements~~ of ~~operations.~~March ~~The derivative liability was less than $0.1 million and $0.7 million at September 30~~31, ~~2024~~2025 and December 31, ~~2023~~2024, respectively, and is reflected in ~~accounts~~cash ~~payable~~ and ~~accrued~~cash ~~liabilities in the condensed consolidated balance sheets~~equivalents.

~~The~~On ~~following~~May ~~table~~21, ~~summarizes~~2024, the ~~preferred~~Company ~~equity~~agreed ~~investment~~with ~~activities~~the ~~for~~Fortress Member that, after revision of the ~~nine~~total ~~months~~yield ~~ended~~calculation ~~September~~as 30of March 31, 2024, the Company did not meet the minimum total yield requirement under the Eagles Sub-OP Operating Agreement, which would have been a Trigger Event. Effective May 21, 2024, the Fortress Member and ~~2023~~the Operating Partnership entered into the Temporary Waiver to waive the total yield failure and the existence of the Trigger Event until such time as the Fortress Member elected to revoke such waiver, which the Fortress Member was entitled to do at any time in its sole discretion. 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 a result of the Rescission and Removal Notice, the Fortress Member automatically became the managing member of the Eagles Sub-OP in accordance with the terms of the Eagles Sub-OP Operating Agreement. The Rescission and Removal Notice also resulted in (i) the removal of any representatives of the Operating Partnership serving on any board of management of a subsidiary of the Eagles Sub-OP and (ii) the rescission of the rights of any agent or officer of the Eagles Sub-OP designated by the Operating Partnership, as the managing member of the Eagles Sub-OP.

(thousands)	Preferred Equity Investment
Balance at December 31, 2023	$	87,288
Preferred equity return		9,287
Preferred equity payment		(3,559	)
Preferred equity accretion		3,356
Balance at September 30, 2024	$	96,372

As a result of the Trigger Event, the Fortress Member has the right to cause the Eagles Sub-OP to redeem the Fortress Preferred Interest by payment to the Fortress Member of the full Redemption Amount upon not less than 90 days prior written notice to the Eagles Sub-OP. Additionally, as a result of the Trigger Event, the Fortress Member may cause the Eagles Sub-OP to sell one or more properties to third-party buyers unaffiliated with the Fortress Member until the entire Fortress Preferred Interest has been redeemed for the Redemption Amount. Further, as a result of the Trigger Event, the Fortress Member may (i) cause the Eagles Sub-OP to use certain reserve accounts to pay the Fortress Member the full Redemption Amount, (ii) terminate all property management and other service agreements with affiliates of the Company, (iii) take any action in connection with curing or reacting to a default under any mortgage loan and (iv) otherwise exercise its rights and remedies pursuant to the terms of the Eagles Sub-OP Operating Agreement.

(thousands)	Preferred Equity Investment
Balance at December 31, 2022	$	73,697
Preferred equity return		10,712
Preferred equity payment		(3,179	)
Preferred equity accretion		1,754
Balance at September 30, 2023	$	82,984

As a result of the Trigger Event, (i) the rate for distributions payable on the Fortress Preferred Interest automatically increased by the lesser of 4% or the maximum rate permitted by applicable law and (ii) all distributions payable on the Fortress Preferred Interest are payable in cash, including the portion of distributions payable on the Fortress Preferred Interest that previously accrued on and was added to the Preferred Equity Investment.

As a result of the Rescission and Removal Notice, the Fortress Member has full control of all cash accounts owned by the Eagles Sub-OP and its subsidiaries, which accounts hold substantially all cash of the Company. Any use of such cash by the Company or the Operating Partnership requires the consent of the Fortress Member, and the Company can provide no assurance that the Fortress Member will provide such consent. On May 20, 2025, the Fortress Member informed the Company’s board of directors that it will fund the Company’s general and administrative expenses for key personnel, licenses, software and other expenses to be approved by the Fortress Member for the next two months, up to a total of $750,000, after which the Fortress Member will determine the appropriate next steps.

The Fortress Member’s interest in the Eagles Sub-OP under the Eagles Sub-OP Operating Agreement is a financial instrument with both equity and debt characteristics and is classified as mezzanine equity in our accompanying condensed consolidated financial statements. The instrument was initially recognized at fair value net of issuance costs. The Fortress Preferred Interest is redeemable at a determinable date (at year five, prior to year five if a Qualified Public Offering occurs or at any time so long as the Fortress Mezzanine Loan is repaid in full before or concurrently with such redemption) and therefore, at each subsequent reporting period we will accrete the carrying value to the amount due upon redemption of the Fortress Preferred Interest based on the effective interest method over the remaining term. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (e.g., more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the condensed consolidated financial statements. The Company has evaluated the Fortress Preferred Interest and determined that its nature is that of a debt host and certain embedded derivatives exist that would require bifurcation on the Company’s condensed consolidated balance sheets. For the three months ended March 31, 2024, the Company recognized a gain of $0.5 million in derivative fair value adjustment in the condensed consolidated statements of operations. For the three months ended March 31, 2025, the Company did not recognize a gain or loss in derivative fair value adjustment in the condensed consolidated statements of operations. There was no derivative liability at March 31, 2025 and December 31, 2024.

The following table summarizes the preferred equity investment activities for the three months ended March 31, 2025 and 2024.


(thousands)	Preferred Equity Investment
Balance at December 31, 2024	$	98,356
Preferred equity return		3,497
Preferred equity payment		(1,239	)
Preferred equity accretion		997
Balance at March 31, 2025	$	101,611


(thousands)	Preferred Equity Investment
Balance at December 31, 2023	$	87,288
Preferred equity return		3,022
Preferred equity payment		(1,153	)
Preferred equity accretion		1,379
Balance at March 31, 2024	$	90,536

The previously disclosed preferred membership interest and warrant purchase agreement, pursuant to which the Fortress Member and CF Flyer Mezz agreed to sell 100% of the Fortress Preferred Interest and the outstanding warrant to purchase 2,560,000 shares of the Company’s common stock at an exercise price of $0.01 per share, was terminated by the Fortress Member and CF Flyer Mezz on March 31, 2025 following a breach by the buyer of its obligations to complete the purchase.

Note 11 – Equity

Common Stock

On January 2, 2024, April 5, 2024 and July 1, 2024, the Company issued 11,945, 29,452, and 38,393 shares of common stock, respectively, to one of its directors in lieu of such director’s cash retainers. The foregoing shares were issued under the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”). Compensation expense for each of the three and nine months ended September 30, 2024 was less than $0.1 million and was included in general and administrative expenses on the condensed consolidated statement of operations.

On July 1, 2024, the Company issued 52,484 shares of common stock in connection with the redemption of OP units.

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, in one or more series, with a $0.01 par value per share, of which 20,000 shares have been designated as Series A preferred stock, $0.01 par value per share (the “Series A preferred stock”).

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had 500 shares of Series A preferred stock outstanding, all of which were assumed from MedAmerica Properties Inc. (“MedAmerica”) upon completion of the initial mergers on December 27, 2019 (the “Initial Mergers”). The holders of Series A preferred stock are entitled to receive, out of funds legally available for that purpose, cumulative, non-compounded cash dividends on each outstanding share of Series A preferred stock at the rate of 10.0% of the $100 per share issuance price (“Series A preferred dividends”). The Series A preferred dividends are payable semiannually to the holders of Series A preferred stock, when and as declared by the Company’s board of directors, on June 30 and December 31 of each year, that shares of Series A preferred stock are outstanding; provided that due and unpaid Series A preferred dividends may be declared and paid on any date declared by the Company’s board of directors. As of ~~September~~March 3031, ~~2024~~2025, less than $0.1 million of Series A preferred dividends were undeclared.

Noncontrolling Interest

As of ~~September~~each 30of March 31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company owned an 86.4% ~~and 85.7%~~ interest, ~~respectively,~~ in the Operating Partnership.

Amended and Restated 2020 Equity Incentive Plan

On September 15, 2021, the Company’s board of directors approved the Amended and Restated 2020 Equity Plan (the “Plan”), which increased the number of shares of the Company’s common stock reserved for issuance under the Plan by 1,500,000 shares, from 3,620,000 shares to 5,120,000 shares. On April 9, 2024, the Company’s board of directors approved a further amendment and restatement of the Plan, which increased the number of shares of the Company's common stock reserved for issuance under the Plan by 1,400,000 shares, from 5,120,000 shares to 6,520,000 shares. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), share appreciation rights, dividend equivalent rights, performance awards, annual cash incentive awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into Common OP units. As of ~~September~~March 3031, ~~2024~~2025, there were ~~205~~220,~~932~~495 shares available for future issuance under the Plan, subject to certain adjustments set forth in the Plan. Each share subject to an award granted under the Plan will reduce the available shares under the Plan on a one-for-one basis. The Plan is administered by the compensation committee of the Company’s board of directors.

Restricted Stock

Awards of restricted stock are awards of the Company’s common stock that are subject to restrictions on transferability and other restrictions as established by the Company’s compensation committee on the date of grant that are generally subject to forfeiture if employment (or service as a director) terminates prior to vesting. Upon vesting, all restrictions would lapse. Except to the extent restricted under the award agreement, a participant awarded restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends on the shares. The value of the awards is determined based on the market value of the Company’s common stock on the date of grant. The Company expenses the cost of restricted stock ratably over the vesting period.

The following table summarizes the stock-based award activity under the Plan for the nine months ended September 30, 2024 and 2023.

	Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award
Outstanding as of December 31, 2023		775,369		$	0.99
Granted		1,519,154			0.40
Vested		(190,665	)		1.20
Outstanding as of September 30, 2024		2,103,858		$	0.54

	Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award
Outstanding as of December 31, 2022		159,439		$	2.24
Granted		419,618			0.78
Vested		(59,607	)		2.25
Forfeitures		(19,791	)		1.69
Outstanding as of September 30, 2023		499,659		$	1.04

Of the restricted shares that vested during the nine months ended September 30, 2024, 27,087 shares were surrendered by certain employees to satisfy their tax obligations.

Compensation expense related to these share-based payments for each of the three months ended September 30, 2024 and 2023 was approximately $0.2 million and $0.1 million, respectively, and approximately $0.5 million and $0.2 million for the nine months ended September 30, 2024 and 2023, respectively, and was included in general and administrative expenses on the condensed consolidated statements of operations. The remaining unrecognized costs from stock-based awards as of September 30, 2024 was approximately $0.5 million and will be recognized over a weighted-average period of 0.9 years.

On April 18, 2024, the Company granted 894,154 restricted shares of common stock to certain employees, which will vest ratably on January 2, 2025, January 2, 2026, and January 4, 2027, subject to continued service through such dates. The total value of these awards is calculated to be approximately $0.4 million.

On June 21, 2024, the Company granted 625,000 restricted shares of common stock to its directors, which will vest on May 29, 2025. The total value of these awards is calculated to be approximately $0.3 million.

The following tables summarizes the stock-based award activity under the Plan for the three months ended March 31, 2025 and 2024.


	Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award
Outstanding as of December 31, 2024		1,821,833		$	0.49
Vested		(467,908	)		0.65
Forfeitures		(10,313	)		0.40
Outstanding as of March 31, 2025		1,343,612		$	0.44


	Restricted Stock Awards			Weighted-Average Grant Date Fair Value Per Restricted Stock Award
Outstanding as of December 31, 2023		775,369		$	0.99
Vested		(190,665	)		1.20
Outstanding as of March 31, 2024		584,704		$	0.92

Of the restricted shares that vested during the three months ended March 31, 2025, 57,248 shares were surrendered by certain employees to satisfy their tax obligations.

Compensation expense related to these share-based payments for each of the three months ended March 31, 2025 and 2024 was approximately $0.1 million and was included in general and administrative expenses on the condensed consolidated statements of operations. The remaining unrecognized costs from stock-based awards as of March 31, 2025 was approximately $0.2 million and will be recognized over a weighted-average period of 0.7 years.

Restricted Stock Units

The Company’s restricted stock unit (“RSU”) awards represent the right to receive unrestricted shares of common stock based on the achievement of Company performance objectives as determined by the Company’s compensation committee. Grants of RSUs generally entitle recipients to shares of common stock equal to 0% up to 300% of the number of units granted on the vesting date. RSUs are not eligible to vote or to receive dividends prior to vesting. Dividend equivalents are credited to the recipient and are paid only to the extent that the RSUs vest based on the achievement of the applicable performance objectives.

On October 1, 2021, the Company granted certain employees RSUs with an aggregate target number of 1,220,930 RSUs, of which 0% to 300% will vest based on the Company’s Implied Equity Market Capitalization (defined as (i) the sum of (a) the number of shares of common stock of the Company outstanding and (b) the number of Common OP units outstanding (not including Common OP units held by the Company), in each case, as of the last day of the applicable performance period, multiplied by (ii) the value per share of common stock at the end of the performance period) on December 31, 2024, the end of the performance period, subject to the executive’s continued service on such date. ~~If,~~Since ~~however,~~ the maximum amount of the award iswas not earned as of December 31, 2024, pursuant to the terms of the awards, the remaining RSUs may be earned based on the Company’s Implied Equity Market Capitalization as of December 31, 2025. To the extent performance is between any two designated amounts, the percentage of the target award earned will be determined using a straight-line linear interpolation between the two designated amounts. The value of the awards is determined by using a Monte Carlo simulation model in estimating the market value of the RSUs as of the date of grant. The Company expenses the cost of RSUs ratably over the vesting period. On February 28, 2023, 232,558 RSUs were forfeited as a result of an employee’s resignation.

Compensation expense related to the RSUs for each of the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was approximately $0.2 million and ~~approximately $0.7 million and $0.4 million for the nine months ended September 30, 2024 and 2023, respectively, and~~ was included in general and administrative expenses on the condensed consolidated statement of operations. The remaining unrecognized costs from RSU awards as of ~~September~~March 3031, ~~2024~~2025 was approximately $10.27 million and will be recognized over 10.38 years.

Option Awards

In connection with the completion of the Initial Mergers, the Company assumed option awards previously issued to directors and officers of MedAmerica. Details of these options for the nine months ended September 30, 2023 are presented in the tables below:

	Numberof SharesUnderlyingOptions			WeightedAverage ExercisePrice Per Share			WeightedAverage FairValue at Grant Date		WeightedAverage RemainingContractual Life		Intrinsic Value
Balance at December 31, 2022		10,000		$	6.00		$	—		0.45	$	—
Options granted		—			—			—		—		—
Options exercised		—			—			—		—		—
Options expired		(10,000	)		(6.00	)		—		—		—
Balance at September 30, 2023		—		$	—		$	—		—	$	—

The fair values of stock options are estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield, and the risk-free interest rate. The risk-free interest rate is the five-year treasury rate at the date of grant. The expected life is based on the contractual life of the options at the date of grant. The intrinsic value was not material. All options expired as of June 30, 2023.

Note 12 – Revenues

Disaggregated Revenue

The following table represents a disaggregation of revenues from contracts with customers for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 by type of service:

	Topic 606	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
(in thousands)	Revenue Recognition	~~2024~~2025		~~2023~~2024		~~2024~~		~~2023~~
Topic 606 Revenues
Leasing commissions	Point in time	$	~~480~~641	$	~~675~~460	$	~~1,667~~	$	~~2,010~~
Property and asset management fees	Over time		3240		2736		~~101~~		89
Sales commissions	Point in time		2366		7642		~~162~~		~~260~~
Development fees	Over time		—		331		1		42
Engineering services	Over time		1217		1821		52		47
Topic 606 Revenue			~~547~~764		~~829~~560		~~1,983~~		~~2,448~~
Out of Scope of Topic 606 revenue
Rental income			9,~~666~~842		9,~~206~~511		~~28,432~~		~~29,671~~
Sublease income			—		12		—		33
Total Out of Scope of Topic 606 revenue			9,842		9,511
Total Out of Scope of Topic 606 revenue			9,666		9,218		28,432		29,704
Total Revenue		$	10,606	$	10,071
Total Revenue		$	10,213	$	10,047	$	30,415	$	32,152

Leasing Operations

~~Minimum~~The ~~cash~~Company’s ~~rental~~retail ~~payments~~leases ~~due~~generally have an initial lease term of approximately 10 to ~~the~~20 ~~Company~~years infor ~~future~~anchor ~~periods~~tenant ~~under~~leases, ~~executed~~while ~~non-cancelable~~smaller ~~operating~~tenants’ initial leases intypically ~~place~~have an initial lease term of five years. These leases typically have options to renew for ~~the~~one ~~Company’s~~or ~~properties~~more assuccessive five-year periods. As of ~~September~~March 3031, 2025 and December 31, 2024, ~~are~~the ~~reflected~~weighted inaverage remaining lease term of our retail leases, excluding future options to extend the ~~table~~terms ~~below~~of the leases, was 5.2 years. The Company’s lease terms for residential leases are generally 11.5 months with 12 equal payments.

(in thousands)
Remainder of 2024	$	7,816
2025		27,217
2026		19,450
2027		17,442
2028		14,610
2029		11,531
Thereafter		36,374
Total	$	134,440

Minimum cash rental payments due to the Company in future periods under executed non-cancelable operating leases in place for the Company’s properties as of March 31, 2025 are reflected in the table below.


(in thousands)
Remainder of 2025	$	22,928
2026		25,903
2027		19,783
2028		17,042
2029		14,017
2030		11,157
Thereafter		38,256
Total	$	149,086

Note 13 – Earnings per Share

Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined based on the weighted average number of shares outstanding during the period combined with the incremental average shares that would have been outstanding assuming the conversion of all potentially dilutive common shares into common shares as of the earliest date possible. Potentially dilutive securities include stock options, convertible preferred stock, restricted stock, warrants, RSUs and OP units, which, subject to certain terms and conditions, may be tendered for redemption by the holder thereof for cash based on the market price of the Company’s common stock or, at the Company’s option and sole discretion, for shares of the Company’s common stock on a one-for-one basis. Stock options, convertible preferred stock, restricted stock, warrants, RSUs and OP units have been omitted from the Company’s denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the denominator would have no dilutive impact due to the net loss position. The weighted average number of anti-dilutive convertible preferred stock, restricted stock, RSUs and OP units outstanding for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was approximately 7.9 million and 7.1 million, respectively. The weighted average number of anti-dilutive convertible preferred stock, restricted stock, RSUs and OP units outstanding for the nine months ended September 30, 2024 and 2023 was approximately 7.9 million and 7.0 million, respectively.

The following table sets forth the computation of earnings per common share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

(in thousands, except per share data)	Three Months Ended ~~September~~March 3031,						~~Nine Months Ended September 30,~~
Numerator:	~~2024~~2025			~~2023~~2024			~~2024~~			~~2023~~
Net loss	$	(65,~~268~~629	)	$	(51,~~079~~938	)	$	~~(12,707~~	)	$	~~(3,753~~	)
Less: Preferred equity return on Fortress preferred equity		(3,~~181~~497	)		(3,~~716~~022	)		~~(9,287~~	)		~~(10,712~~	)
Less: Preferred equity accretion to redemption value		(~~1,004~~997	)		(~~583~~1,379	)		~~(3,356~~	)		~~(1,754~~	)
Less: Preferred OP units return		(~~151~~170	)		(~~122~~139	)		~~(434~~	)		~~(352~~	)
Plus: Net loss attributable to noncontrolling interest		1,~~351~~352			~~1,633~~839			~~3,317~~			~~2,779~~
Net loss attributable to common stockholders	$	(98,~~253~~941	)	$	(75,~~867~~639	)	$	~~(22,467~~	)	$	~~(13,792~~	)
Denominator
Basic weighted-average common shares		3536,~~998~~681			35,~~692~~875			~~35,926~~			~~35,577~~
Dilutive potential common shares		—			—			—			—
Diluted weighted-average common shares		3536,~~998~~681			35,~~692~~875			~~35,926~~			~~35,577~~
Net loss per common share- basic and diluted	$	(0.2624	)	$	(0.2216	)	$	~~(0.63~~	)	$	~~(0.39~~	)

Note 14 – Fair Value of Financial Instruments

The Company uses fair value measures to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. GAAP establishes a three-level hierarchy that prioritizes inputs into the valuation techniques used to measure fair value. Fair value measurements associated with assets and liabilities are categorized into one of the following levels of the hierarchy based upon how observable the valuation inputs are that are used in the fair value measurements.

•

Level 1 — The valuation is based upon quoted prices in active markets for identical instruments.

•

Level 2 — The valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or derived from a model in which significant inputs or significant value drivers are observable in active markets.

•

Level 3 — The valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar methodologies, which incorporates management's own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.

Financial Assets and Liabilities Measured at Fair Value

The Company’s financial assets and liabilities measured at fair value on a recurring basis currently include derivative financial instruments and the Fortress Mezzanine Loan. The following tables present the carrying amounts of these assets and liabilities that are measured at fair value on a recurring basis by instrument type and based upon the level of the fair value hierarchy within which fair value measurements of the Company’s assets and liabilities are categorized:

Fair Value Measurements

(in thousands)

~~September~~March 3031, ~~2024~~2025

Level 1

Level 2

Level 3

Assets:

Derivative instruments

~~245~~364

—

~~245~~364

—

Liabilities:

Derivative instruments (1)

~~581~~229

—

~~581~~229

—

Fortress Mezzanine Loan

1516,~~450~~688

—

1516,~~450~~688

—

(1)

Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets.

Fair Value Measurements

(in thousands)

December 31, ~~2023~~2024

Level 1

Level 2

Level 3

Assets:

Derivative instruments

~~796~~737

—

~~796~~737

—

Liabilities:

Derivative instruments (1)

~~668~~20

—

~~668~~20

—

Fortress Mezzanine Loan

16,~~187~~911

—

16,~~187~~911

—

(1)

Derivative liabilities are included in Accounts payable and accrued liabilities on the condensed consolidated balance sheets.

The derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate caps and interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy. See Note 8 “—Interest Rate ~~Cap and Interest Rate~~ Swap Agreements” for further discussion regarding the Company’s interest rate cap and interest rate swap agreements.

The ~~Preferred~~Company ~~Equity~~elected ~~Investment~~to ~~contains~~measure the Fortress Mezzanine Loan at fair value in accordance with the fair value option. The Fortress Mezzanine Loan is a debt host financial instrument containing embedded features ~~that~~which ~~are~~would otherwise be required to be bifurcated from the ~~temporary equity~~debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging. The fair value ofoption ~~the~~election ~~embedded~~for ~~derivative~~the ~~liability~~Fortress ~~was~~Mezzanine ~~valued~~Loan ~~using~~is adue ~~binomial~~to ~~lattice-based~~the ~~model~~number ~~which~~and ~~takes~~complexity ~~into~~of ~~account~~features ~~variables~~that ~~such~~would asrequire ~~estimated~~separate ~~volatility,~~bifurcation ~~expected~~absent ~~holding~~this ~~period,~~election. ~~stock~~The ~~price,~~fair ~~the~~value ~~exit~~of ~~fee and~~ the ~~risk-free~~Fortress ~~interest~~Mezzanine ~~rate.~~Loan ~~The risk-free interest rate~~ is ~~the~~valued ~~five-year~~using ~~treasury~~discounted ~~rate~~cash atflow ~~the valuation date~~techniques. This technique incorporates Level 1 and Level 2 inputs.

The Company elected to measure the Fortress Mezzanine Loan at fair value in accordance with the fair value option. The Fortress Mezzanine Loan is a debt host financial instrument containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815, Derivatives and Hedging. The fair value option election for the Fortress Mezzanine Loan is due to the number and complexity of features that would require separate bifurcation absent this election. The fair value of the Fortress Mezzanine Loan is valued using a binomial lattice-based model which takes into account variables such as estimated volatility, expected holding period, stock price, the exit fee and the risk-free interest rate. The risk-free interest rate is the five-year treasury rate at the valuation date. This technique incorporates Level 1 and Level 2 inputs.

Financial Assets and Liabilities Not Carried at Fair Value

The tables below provide information about the carrying amounts and fair values of those financial instruments of the Company for which fair value is not measured on a recurring basis and organizes the information based upon the level of the fair value hierarchy within which fair value measurements are categorized.

At September 30, 2024

At March 31, 2025

Fair Value

(in thousands)

Carrying Amount

Level 1

Level 2

Level 3

Assets:

Cash and cash equivalents

1813,~~013~~504

—

Restricted cash

4,~~802~~807

—

Liabilities:

Mortgage and other indebtedness, net - variable rate

51,~~894~~463

—

51,~~894~~463

—

Mortgage and other indebtedness, net - fixed rate

180,~~774~~691

—

~~186~~183,~~159~~727

—


	At December 31, 2024
			Fair Value
(in thousands)	Carrying Amount		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	16,160	$	16,160	$	—	$	—
Restricted cash		4,574		4,574		—		—

Liabilities:
Mortgage and other indebtedness, net - variable rate	$	51,666	$	—	$	51,666	$	—
Mortgage and other indebtedness, net - fixed rate		180,587		—		181,561		—

The carrying amounts of cash and cash equivalents, restricted cash, receivables and payables are reasonable estimates of their fair value as of March 31, 2025 and December 31, 2024 due to the short-term nature of these instruments (Level 1).

	At December 31, 2023
			Fair Value
(in thousands)	Carrying Amount		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	9,779	$	9,779	$	—	$	—
Restricted cash		4,018		4,018		—		—
Liabilities:
Mortgage and other indebtedness, net - variable rate	$	61,056	$	—	$	61,056	$	—
Mortgage and other indebtedness, net - fixed rate		155,844		—		159,065		—

At March 31, 2025 and December 31, 2024, the Company’s indebtedness was comprised of borrowings that bear interest at variable and fixed rates. The fair value of the Company’s borrowings under variable rates at March 31, 2025 and December 31, 2024 approximate their carrying values as the debt is at variable rates currently available and resets on a monthly basis.

The ~~carrying~~fair ~~amounts~~value of ~~cash~~the ~~and~~Company’s ~~cash~~fixed ~~equivalents,~~rate ~~restricted~~debt ~~cash~~as of March 31, ~~receivables~~2025 and ~~payables~~December ~~are~~31, ~~reasonable~~2024 ~~estimates~~is ofestimated ~~their~~by ~~fair~~using ~~value~~Level 2 inputs such as ofdiscounting ~~September~~the ~~30,~~estimated ~~2024~~future ~~and~~cash ~~December~~flows ~~31,~~using ~~2023~~current ~~due~~market rates for similar loans that would be made to ~~the~~borrowers ~~short-term~~with ~~nature~~similar ofcredit ~~these~~ratings ~~instruments~~and ~~(Level~~for 1)the same remaining maturities.

At September 30, 2024 and December 31, 2023, the Company’s indebtedness was comprised of borrowings that bear interest at variable and fixed rates. The fair value of the Company’s borrowings under variable rates at September 30, 2024 and December 31, 2023 approximate their carrying values as the debt is at variable rates currently available and resets on a monthly basis.

The fair value of the Company’s fixed rate debt as of September 30, 2024 and December 31, 2023 is estimated by using Level 2 inputs such as discounting the estimated future cash flows using current market rates for similar loans that would be made to borrowers with similar credit ratings and for the same remaining maturities.

Fair value estimates are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement at such fair value amounts may not be possible.

Note 15 – Taxes

Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items, such as the net gain on change in fair value of debt held under the fair value option, which are recorded in the interim period. The provision for income taxes for the three months ended ~~September~~March 3031, 2024 ~~and 2023~~ reflects an income tax ~~benefit~~expense of $0.1 million ~~and $2.3 million, respectively,~~ at an estimated annual effective tax rate of (0.244)% ~~and 22~~.~~6%,~~ ~~respectively.~~There ~~The~~was ~~provision~~no ~~for~~ income ~~taxes for the nine months ended September 30, 2024 and 2023 reflects an income~~ tax (expense) ~~benefit of $(0.1) million and $4.0 million, respectively,~~ at anMarch ~~estimated annual effective tax rate of (0.24)% and 22.6%~~31, ~~respectively~~2025. The difference between the Company’s effective tax rate and the federal statutory rate is primarily due to the ~~loss~~valuation ~~attributable~~allowance torecorded ~~the~~during ~~Operating Partnership and net gain on change in fair value of debt held under the fair value option,~~ each ~~of which is not subject to federal tax and state income taxes~~period. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company maintained a full valuation allowance on its deferred tax assets as the timing of the utilization of its net operating losses is uncertain. For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company recorded a valuation allowance of $12.~~8 million and $~~0.4 million, ~~respectively, against the deferred tax asset. For the nine months ended September 30, 2024~~ and ~~2023, the Company recorded a valuation allowance of~~ $~~5.4 million and $~~1.57 million, respectively, against the deferred tax asset.

Note 16 – Related Party Transactions

Receivables and Payables

As of each of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had $1.10 million in receivables due from related parties, included in Other assets, net on the condensed consolidated balance sheets. The $1.10 million at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 relates to the merger pursuant to which the Company acquired Lamar Station Plaza West, including the note receivable due from a related party. Additionally, as of ~~September~~each 30of March 31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had less than $0.1 million ~~and approximately $0.1 million, respectively,~~ 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 accounts receivable, net balance at March 31, 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.

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’s subsidiaries’ obligations under the Eagles Sub-OP Operating Agreement and Brookhill mortgage loan are guaranteed by Messrs. Jacoby and Yockey. 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 each of the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company paid less than $0.1 million in legal fees to Shulman Rogers LLP. ~~During the nine months ended September 30, 2024 and 2023, the Company paid approximately $0.1 million and $0.3 million, respectively, in legal fees to Shulman Rogers LLP.~~

Note 17 – Segment Reporting

The Company operates as a single reporting segment that derives revenues primarily from rental income. The accounting policies are consistent with those described above in the 2024 Form 10-K. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. Net operating income (“NOI”) is the measure used by the Company’s CODM to assess the operating segment’s performance. The Company defines NOI as rental income less property operating expenses, including real estate taxes. The Company also excludes the impact of straight-line rent revenue, net amortization of above and below market leases, depreciation, interest, impairments and gains or losses of real estate assets and other significant infrequent items that create volatility in the Company’s results and make it difficult to determine the results of the Company’s core ongoing business. NOI is not a measure of operating income or cash flows from operating activities as measured by GAAP and is not indicative of cash available to fund cash needs. As a result, NOI should not be considered as an alternative to cash flows or as a measure of liquidity. Not all companies calculate NOI in the same manner. The Company considers NOI to be an appropriate supplemental measure to net income because it provides additional information to allow management, investors and the Company’s current and potential creditors to evaluate and compare the Company’s core operating results.

The table below compares NOI of the Company’s reportable segment for the three months ended March 31, 2025 and 2024 and the reconciliation of segment NOI to net loss:


	Three Months Ended March 31,
	2025			2024
Rental income (1)	$	10,070		$	9,240
Property operating expenses
Property taxes		1,041			1,046
Contract maintenance		933			737
Utilities		370			484
Repairs		229			232
Other segment items (2)		532			507
Total property operating expenses		3,105			3,006
Segment net operating income		6,965			6,234

Reconciliation of segment net operating income to net loss
Commissions		707			502
Management and other income		57			58
Straight-line rent revenue		(143	)		352
Amortization of above and below market lease, net		(85	)		(81	)
Cost of services		(576	)		(421	)
Depreciation and amortization		(3,580	)		(3,819	)
Impairment of real estate assets		(43	)		(110	)
Bad debt recovery (expense)		71			(142	)
General and administrative		(3,579	)		(3,480	)
Net interest and other income		165			217
Derivative fair value adjustment		(582	)		889
Net (loss) gain on fair value change on debt held under the fair value option		(240	)		2,343
Interest expense		(4,765	)		(4,333	)
Loss on extinguishment of debt		—			(7	)
Other expense		(1	)		(6	)
Income tax expense, net		—			(134	)
Net loss	$	(5,629	)	$	(1,938	)

(1)

Excludes straight-line revenue and net amortization of above and below market leases.

(2)

Other segment items include expenses relating to insurance, administrative expenses, payroll and related items and management expenses.

Note 18 – Subsequent Events

As previously disclosed, 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 will deconsolidate the Eagles Sub-OP in the second quarter of 2025 and account for its investment in the Eagles Sub-OP using the equity method of accounting in accordance with ASC 323 at the time of deconsolidation. The deconsolidation of the Eagles Sub-OP will materially impact the Company’s financial condition and operating results beginning in the second quarter of 2025 since the Eagles Sub-OP owns all of the Company’s income-producing real estate assets. The Company expects to recognize approximately $62.3 million gain on deconsolidation of VIE in its condensed consolidated statements of operations for the three and six months ended June 30, 2025, which is the difference between the net carrying value of the Company’s investment in the Eagles Sub-OP and the fair value of the Company’s investment in the Eagles Sub-OP.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read together with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. References to “we,” “our,” “us,” and “Company” refer to Broad Street Realty, Inc., together with its consolidated subsidiaries.

Forward-Looking Statements

We make statements in this Quarterly Report on Form 10-Q (this “report”) that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These forward-looking statements include, without limitation, statements about our estimates, expectations, predictions and forecasts of our future business plans and financial and operating performance and/or results, as well as statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “project,” “seek,” or similar expressions or their negatives, as well as statements in future tense, we intend to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance, and our actual financial and operating results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such differences are described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 and in other documents that we file from time to time with the Securities and Exchange Commission (the “SEC”), which factors include, without limitation, the following:

•

our limited access to capital and our ability to repay, refinance, restructure and/or extend our indebtedness as it becomes due;

•

the substantial rights of the Fortress Member (as defined herein) under the Eagles Sub-OP Operating Agreement (as defined below), including ~~approval rights over major decisions and~~ repayment and control rights ~~upon~~due to the occurrence of a Trigger Event (as defined in the Eagles Sub-OP Operating Agreement), ~~including if the Fortress Member revokes its waiver of the failure to meet the total yield calculation under the Eagles Sub-OP Agreement~~ as ~~of March 31, 2024 as~~ discussed below under “—Factors that May Impact Future Results of Operations—Fortress Member’s Rights”;

•

our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate acquisitions or investments;

•

adverse economic or real estate developments, either nationally or in the markets in which our properties are located;

•

changes in financial markets and interest rates, or to our business or financial condition;

•

the nature and extent of our competition;

•

other factors affecting the retail industry or the real estate industry generally;

•

availability of financing and capital;

•

the performance of our portfolio; and

•

the impact of any financial, accounting, legal or regulatory issues or litigation.

Given these uncertainties, undue reliance should not be placed on our forward-looking statements. We assume no duty or responsibility to publicly update or revise any forward-looking statement that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events. We urge you to review the disclosures concerning risks in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this report and identified in other documents we file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in the Company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us.

Overview

We are focused on owning and managing essential grocery-anchored and mixed-use assets located in densely populated technology employment hubs and higher education centers within the Mid-Atlantic, Southeast and Colorado markets. As of ~~September~~March 3031, ~~2024~~2025, we owned 15 properties. The properties in our portfolio are dispersed in sub-markets that we believe generally have high population densities, high traffic counts, good visibility and accessibility, which provide our tenants with attractive locations to serve the necessity-based needs of the surrounding communities. We intend to focus on acquiring additional strategically positioned properties in established and developing neighborhoods primarily leased to necessity-based tenants that meet the needs of the surrounding communities in our existing markets, as well as acquiring properties in new markets that meet our investment criteria, including the Southeastern United States. In addition, we provide commercial real estate brokerage services for our own portfolio and third-party office, industrial and retail operators and tenants.

The table below provides certain information regarding our portfolio as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. For additional information, see “—Our Portfolio.”

	As of			As of
	September 30, 2024			December 31, 2023
Number of properties		15			15
Number of states		4			4
Total square feet (in thousands)		1,919			1,916
Retail		1,657			1,654
Residential		262			262
Leased % of rentable square feet (1):
Total portfolio		90.7	%		90.1	%
Retail		88.9	%		88.5	%
Residential		100.0	%		100.0	%
Occupied % of rentable square feet (1):
Total portfolio		89.3	%		86.2	%
Retail		87.1	%		84.1	%
Residential		100.0	%		100.0	%
Total residential units/beds	240/620			240/620
Monthly residential base rent per bed	$	1,277.51		$	1,099.26
Annualized residential base rent per leased square foot (2)	$	36.23		$	31.22
Annualized retail base rent per leased square foot (2)	$	15.14		$	14.99

Percent leased is calculated as (a) gross leasable area (“GLA”) of rentable commercial square feet occupied or subject to a lease as of September 30, 2024 or December 31, 2023, as applicable, divided by (b) total GLA as of September 30, 2024 or December 31, 2023, as applicable, expressed as a percentage. The total percent occupied, which excludes leases that have been signed but not commenced, was 89.3% and 86.2% as of September 30, 2024 and December 31, 2023, respectively.

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of September 30, 2024 or December 31, 2023, as applicable.

The table below provides certain information regarding our retail portfolio as of September 30, 2024 and December 31, 2023. For additional information, see “—Our Portfolio.”

	As of			As of
	September 30, 2024			December 31, 2023
Total rentable square feet (in thousands)		1,657			1,654
Anchor spaces		854			843
Inline spaces		803			811
Leased % of rentable square feet (1):
Total retail portfolio		88.9	%		88.5	%
Anchor spaces		95.1	%		95.0	%
Inline spaces		82.2	%		81.6	%
Occupied % of rentable square feet (1):
Total retail portfolio		87.1	%		84.1	%
Anchor spaces		95.1	%		88.8	%
Inline spaces		78.5	%		79.2	%
Weighted average remaining lease term (in years) (2)		5.6			5.4

Percent leased is calculated as (a) GLA of rentable commercial square feet occupied or subject to a lease as of September 30, 2024 or December 31, 2023, as applicable, divided by (b) total GLA as of September 30, 2024 or December 31, 2023, as applicable, expressed as a percentage. The total percent occupied, which excludes leases that have been signed but not commenced, was 87.1% and 84.1% as of September 30, 2024 and December 31, 2023, respectively.


	As of			As of
	March 31, 2025			December 31, 2024
Number of properties		15			15
Number of states		4			4
Total rentable square feet (in thousands)		1,911			1,911
Retail - all properties		1,649			1,649
Retail - operating properties (1)		1,508			1,508
Residential		262			262
Leased % of rentable square feet (2):
Total portfolio		91.4	%		92.1	%
Retail - all properties		90.1	%		90.9	%
Retail - operating properties (1)		95.1	%		95.9	%
Residential		99.7	%		100.0	%
Occupied % of rentable square feet (2):
Total portfolio		87.9	%		89.5	%
Retail - all properties		86.1	%		87.8	%
Retail - operating properties (1)		91.3	%		93.2	%
Residential		99.7	%		100.0	%
Total residential units/beds	240/620			240/620
Monthly residential base rent per bed	$	1,268.21		$	1,277.27
Annualized residential base rent per leased square foot (3)	$	35.96		$	36.22
Annualized retail base rent per leased square foot (3)	$	15.52		$	15.31

(1)

Excludes Lamar Station Plaza East and the retail portion of Midtown Row, which are under redevelopment.

(2)

Percent leased is calculated as (a) gross leasable area (“GLA”) of rentable commercial square feet occupied or subject to a lease as of March 31, 2025 or December 31, 2024, as applicable, divided by (b) total GLA as of March 31, 2025 or December 31, 2024, as applicable, expressed as a percentage. The total percent occupied, which excludes leases that have been signed but not commenced, was 87.9% and 89.5% as of March 31, 2025 and December 31, 2024, respectively.

(3)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of March 31, 2025 or December 31, 2024, as applicable.

The table below provides certain information regarding our retail portfolio as of March 31, 2025 and December 31, 2024. For additional information, see “—Our Portfolio.”


	As of			As of
	March 31, 2025			December 31, 2024
Total rentable square feet (in thousands)		1,649			1,649
Anchor spaces		848			854
Inline spaces		801			795
Leased % of rentable square feet (1):
Total retail portfolio		90.1	%		90.9	%
Anchor spaces		95.0	%		95.1	%
Inline spaces		84.8	%		86.4	%
Occupied % of rentable square feet (1):
Total retail portfolio		86.1	%		87.8	%
Anchor spaces		92.9	%		95.1	%
Inline spaces		78.8	%		79.9	%
Weighted average remaining lease term (in years) (2)		5.2			5.2

(1)

Percent leased is calculated as (a) GLA of rentable commercial square feet occupied or subject to a lease as of March 31, 2025 or December 31, 2024, as applicable, divided by (b) total GLA as of March 31, 2025 or December 31, 2024, as applicable, expressed as a percentage. The total percent occupied, which excludes leases that have been signed but not commenced, was 86.1% and 87.8% as of March 31, 2025 and December 31, 2024, respectively.

(2)

The average remaining lease term (in years) excludes the future options to extend the term of the lease.

We are structured as an “Up-C” corporation with substantially all of our operations conducted through Broad Street Operating Partnership, LP (our “Operating Partnership”) and its direct and indirect subsidiaries. As of ~~September~~March 3031, ~~2024~~2025, we owned 86.4% of ~~the Class A common units~~ of ~~limited partnership interest in~~ the Operating Partnership (“Common OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred OP units” and, together with the Common OP units, “OP units”), and we are the sole member of the sole general partner of our Operating Partnership. We began operating in our current structure on December 27, 2019 upon the completion of certain mergers that were part of the previously announced series of mergers (collectively, the “Mergers”) on such date, and we operate as a single reporting segment.

Class A common units of limited partnership interest in the Operating Partnership (“Common OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred OP units” and, together with the Common OP units, “OP units”), and we are the sole member of the sole general partner of our Operating Partnership. We began operating in our current structure on December 27, 2019 upon the completion of certain mergers that were part of the previously announced series of mergers (collectively, the “Mergers”) on such date, and we operate as a single reporting segment.

Portfolio Summary

As of ~~September~~March 3031, ~~2024~~2025, we owned 15 properties, of which 12 are located in the Mid-Atlantic region and three are located in Colorado. Retail properties comprise our entire portfolio except for a portion of one of our properties (Midtown Row), which includes a student housing property. Our retail properties have 1,~~656~~648,~~687~~730 total square feet of GLA. The following table provides additional information about the retail properties in our portfolio as of ~~September~~March 3031, ~~2024~~2025.

Property Name	City/State	Year Built /Renovated (1)		GLA		PercentLeased (2)			Total Annualized Base Rent (3)		Annualized Base Rent per Leased SF (4)		Percentage of Total Annualized Base Rent			Gross RealEstate Assets(in thousands)
Avondale Shops	Washington, D.C.	2010			28,308		100.0	%	$	682,103	$	24.10		3.1	%	$	8,380
Operating Properties
Brookhill Azalea Shopping Center	Richmond, VA	2012			163,008		88.2	%		1,594,799		11.10		7.2	%		18,333
Avondale Shops	Washington, D.C.	2010			28,308		100.0	%	$	683,798	$	24.16		3.0	%	$	8,380
Coral Hills Shopping Center	Capitol Heights, MD		2012		85,514		100.0	%		1,486,954		17.39		6.7	%		16,680
Brookhill Azalea Shopping Center	Richmond, VA	2012			163,008		82.1	%		1,545,224		11.55		6.6	%		18,318
Crestview Square Shopping Center	Landover Hills, MD		2012		74,694		95.6	%		1,486,122		20.80		6.7	%		18,707
Coral Hills Shopping Center	Capitol Heights, MD		2012		85,514		100.0	%		1,494,645		17.48		6.5	%		16,680
Cromwell Field Shopping Center	Glen Burnie, MD		2020		233,606		87.6	%		2,051,109		10.03		9.2	%		19,819
Crestview Square Shopping Center	Landover Hills, MD		2012		74,694		95.6	%		1,516,608		21.23		6.6	%		18,698
The Shops at Greenwood Village	Greenwood Village, CO		2019		199,571		97.1	%		3,456,779		17.85		15.4	%		31,523
Cromwell Field Shopping Center	Glen Burnie, MD		2020		233,506		90.9	%		2,186,935		10.30		9.5	%		20,111
Highlandtown Village Shopping Center	Baltimore, MD		1987		57,524		100.0	%		1,170,973		20.36		5.3	%		7,450
The Shops at Greenwood Village	Greenwood Village, CO		2019		199,571		98.5	%		3,586,184		18.25		15.6	%		31,524
Hollinswood Shopping Center	Baltimore, MD		2020		112,671		97.8	%		1,812,383		16.45		8.1	%		24,676
Highlandtown Village Shopping Center	Baltimore, MD		1987		57,524		100.0	%		1,178,761		20.49		5.1	%		7,449
Lamar Station Plaza East	Lakewood, CO		1984		84,745		34.8	%		538,362		18.23		2.4	%		8,759
Hollinswood Shopping Center	Baltimore, MD		2020		112,671		97.8	%		1,834,686		16.65		8.0	%		24,816
Lamar Station Plaza West	Lakewood, CO		2016		186,887		100.0	%		2,~~154~~178,~~895~~158		11.5365		9.64	%		24,738
Midtown Colonial	Williamsburg, VA		2018		95,472		88100.0	%		1,~~060~~315,~~035~~064		1213.6177		45.87	%		17,~~680~~944
Midtown Lamonticello	Williamsburg, VA		2019		6263,~~786~~065		8676.67	%		~~951~~924,~~981~~517		1719.5111		4.30	%		16,~~020~~043
Midtown Row (Retail Portion)	Williamsburg, VA		2021		63,676		25.6	%		428,710		26.27		1.9	%		126,679
Vista Shops at Golden Mile	Frederick, MD		2009		98,674		100.0	%		1,900,402		19.26		8.2	%		15,144
Vista Shops at Golden Mile	Frederick, MD		2009		98,674		100.0	%		1,876,744		19.02		8.4	%		15,130
West Broad Commons Shopping Center	Richmond, VA		2017		109,551		100.0	%		1,562,887		14.27		6.8	%		19,964
West Broad Commons Shopping Center	Richmond, VA		2017		109,551		97.8	%		1,530,905		14.29		6.9	%		19,964
Subtotal/Weighted Average (Operating Properties)					1,508,445		95.1	%		21,907,869		15.27		95.0	%		239,809
Total					1,656,687		88.9	%	$	22,282,854	$	15.14		100.0	%	$	374,538
Properties under Redevelopment
Lamar Station Plaza East	Lakewood, CO		1984		84,745		34.8	%		543,726		18.41		2.4	%		8,754
Midtown Row (Retail Portion)	Williamsburg, VA		2021		55,540		37.4	%		601,935		29.00		2.6	%		127,386
Subtotal/Weighted Average (Properties under Redevelopment)					140,285		35.8	%		1,145,661		22.78		5.0	%		136,140
Total/Weighted Average All Properties					1,648,730		90.1	%	$	23,053,530	$	15.52		100.0	%	$	375,949

(1)

Represents the most recent year in which a property was built or renovated. For purposes of this table, renovation means significant upgrades, alterations or additions to the property.

2829

(2)

Percent leased is calculated as (a) GLA of rentable commercial square feet occupied or subject to a lease as of ~~September~~March 3031, ~~2024~~2025 divided by (b) total GLA, expressed as a percentage. The total percent occupied, which excludes leases that have been signed but not commenced, was 8786.1% as of ~~September~~March 3031, ~~2024~~2025.

(3)

Total annualized base rent is calculated by multiplying (a) monthly base rent (before abatements) as of ~~September~~March 3031, ~~2024~~2025, for leases that had commenced as of such date, by (b) 12. Total annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area maintenance or other operating expenses.

(4)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of ~~September~~March 3031, ~~2024~~2025.

Geographic Concentration

The following table contains information regarding the geographic concentration of the properties in our portfolio as of ~~September~~March 3031, ~~2024~~2025, which includes rental income for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

(dollars in thousands)	NumberofProperties	Gross Real Estate Assets (1)		Percentage of Total Real Estate Assets			Rental income for the ~~nine~~three months ended ~~September~~March 3031,
Location	~~September~~March 3031, ~~2024~~2025	~~September~~March 3031, ~~2024~~2025		~~September~~March 3031, ~~2024~~2025			~~2024~~2025		~~2023~~2024
Maryland	6	$	102,~~462~~898		27.4	%	$	93,~~927~~617	$	93,~~214~~074
Virginia (1)	5		198,676		53.0	%		11,754		12,395
Virginia	5		199,655		53.1	%		3,979		3,965
Pennsylvania (2)	―		—		—			—		1,501
Washington D.C.	1		8,380		2.2	%		131		183
Washington D.C.	1		8,380		2.2	%		596		438
Colorado	3		65,016		17.3	%		2,115		2,289
Colorado	3		65,020		17.4	%		6,155		6,123
	15	$	375,949		100.0	%	$	9,842	$	9,511
	15	$	374,538		100.0	%	$	28,432	$	29,671

Rental income for the nine months ended September 30, 2023 includes $1.2 million of rental income from Spotswood Valley Square Shopping Center, which was sold on June 30, 2023.

Rental income related solely to Dekalb Plaza, which was sold on July 20, 2023.

Critical Accounting Policies

Refer to our audited consolidated financial statements and notes thereto for the year ended December 31, ~~2023~~2024 for a discussion of our accounting policies, including the critical accounting policies of revenue recognition, real estate investments, asset impairment, income taxes, and our accounting policy on consolidation, which are included in our ~~2023~~2024 Annual Report on Form 10-K, which was filed with the SEC on March 28, 2025, as amended on April 129, 2025 (“2024 Annual Report”). During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, there were no material changes to these policies. See Note 2 “—Accounting Guidance” to our condensed consolidated financial statements in Item 1 of this report for recently-adopted accounting pronouncements.

Factors that May Impact Future Results of Operations

Fortress Member’s Rights

On May 21, 2024, we agreed with the Fortress Member that, after revision of the total yield calculation as of March 31, 2024, we did not meet the minimum total yield requirement under the Eagles Sub-OP Operating Agreement, which would have been a Trigger Event (as defined in the Eagles Sub-OP Operating Agreement). Effective May 21, 2024, the Fortress Member and the Operating Partnership entered into a temporary waiver agreement (the “Temporary Waiver”) to waive the total yield failure and the existence of the Trigger Event until such time as the Fortress Member elected to revoke such waiver, which the Fortress Member was entitled to do at any time in its sole discretion. As previously disclosed, on April 8, 2025, the Fortress Member 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 (the “Rescission and Removal Notice”). As a result of the Rescission and Removal Notice, the Fortress Member automatically became the managing member of the Eagles Sub-OP in accordance with the terms of the Eagles Sub-OP Operating Agreement. The Rescission and Removal Notice also resulted in (i) the removal of any representatives of the Operating Partnership serving on any board of management of a subsidiary of the Eagles Sub-OP and (ii) the rescission of the rights of any agent or officer of the Eagles Sub-OP designated by the Operating Partnership, as the managing member of the Eagles Sub-OP.

As a result of the Trigger Event, the Fortress Member has the right to cause the Eagles Sub-OP to redeem the Fortress Preferred Interest by payment to the Fortress Member of the full Redemption Amount (as defined in the Eagles Sub-OP Operating Agreement) upon not less than 90 days prior written notice to the Eagles Sub-OP. Additionally, as a result of the Trigger Event, the Fortress Member may cause the Eagles Sub-OP to sell one or more properties to third-party buyers unaffiliated with the Fortress Member until the entire Fortress Preferred Interest has been redeemed for the Redemption Amount. Further, as a result of the Trigger Event, the Fortress Member

may (i) cause the Eagles Sub-OP to use certain reserve accounts to pay the Fortress Member the full Redemption Amount, (ii) terminate all property management and other service agreements with our affiliates, (iii) take any action in connection with curing or reacting to a default under any mortgage loan and (iv) otherwise exercise its rights and remedies pursuant to the terms of the Eagles Sub-OP Operating Agreement.

As a result of the Rescission and Removal Notice, the Fortress Member has full control of all cash accounts owned by the Eagles Sub-OP and its subsidiaries, which accounts hold substantially all of our cash. Any use of such cash by us or the Operating Partnership requires the consent of the Fortress Member, and we can provide no assurance that the Fortress Member will provide such consent. On May 20, 2025, the Fortress Member informed our board of directors that it will fund our general and administrative expenses for key personnel, licenses, software and other expenses to be approved by the Fortress Member for the next two months, up to a total of $750,000, after which the Fortress Member will determine the appropriate next steps.

The Fortress Member, in its capacity as managing member of Eagles Sub-OP, intends to cause Eagles Sub-OP to sell one or more properties to third-party buyers unaffiliated with the Fortress Member until the Preferred Equity Investment has been redeemed for the Redemption Amount and the entire outstanding principal balance of the Fortress Mezzanine Loan and the Prepayment Premium (as defined below) has been repaid. Further, the Company and the Fortress Member are currently marketing certain of the properties for sale. We can provide no assurances as to the timing of the sales of the properties or that the properties will be successfully sold. As of March 31, 2025, the Redemption Amount was $111.9 million and the outstanding principal balance of the Fortress Mezzanine Loan (as defined below) and the Prepayment Premium (as defined below) was $19.1 million. The combined carrying amount of the Preferred Equity Investment and the Fortress Mezzanine Loan was approximately $118.3 million at March 31, 2025. We can provide no assurances that the proceeds from the sales of our properties will be sufficient to pay the Redemption Amount and the outstanding principal balance of the Fortress Mezzanine Loan and the Prepayment Premium and to satisfy our other liabilities.

De-Consolidation of the Eagles Sub-OP

For the three months ended March 31, 2025 and all prior periods (since inception of the Eagles Sub-OP), we have consolidated the Eagles Sub-OP as it was concluded that the Eagles Sub-OP met the criteria of a variable interest entity (“VIE”) and we were considered to have a controlling financial interest. As described above, on April 8, 2025, the Fortress Member rescinded the Temporary Waiver and removed the Operating Partnership as the managing member of the Eagles Sub-OP. As such, we will deconsolidate the Eagles Sub-OP in the second quarter of 2025 and account for our investment in the Eagles Sub-OP using the equity method of accounting in accordance with ASC 323 Investments—Equity Method and Joint Ventures (“ASC 323”) at the time of deconsolidation, as we no longer have a controlling financial interest in the Eagles Sub-OP. The deconsolidation will materially impact our financial condition and operating results beginning in the second quarter of 2025 since the Eagles Sub-OP owns all of our income-producing real estate assets. We expect to recognize approximately $62.3 million gain on deconsolidation of VIE in our condensed consolidated statements of operations for the three and six months ended June 30, 2025, which is the difference between the net carrying value of our investment in the Eagles Sub-OP and the fair value of our investment in the Eagles Sub-OP.

Rental Income

~~Growth in rental income will depend on our ability to acquire additional properties that meet our investment criteria and on filling vacancies and increasing rents on the properties in our portfolio.~~ The amount of rental income generated by the properties in our portfolio depends on our ability to renew expiring leases or re-lease space upon the scheduled or unscheduled termination of leases, lease currently available space and maintain or increase rental rates at our properties. Our rental income in future periods could be adversely affected by local, regional, or national economic conditions, an oversupply of or a reduction in demand for retail space, changes in market rental rates, our ability to provide adequate services and maintenance at our properties, fluctuations in interest rates and dispositions of properties. In addition, economic downturns affecting our markets or downturns in our tenants’ businesses that impair our ability to renew or re-lease space and the ability of our tenants to fulfill their lease commitments to us could adversely affect our ability to maintain or increase rent and occupancy.

Scheduled Lease Expirations

Our ability to re-lease expiring space at rental rates equal to or greater than that of current rental rates will impact our results of operations. Our properties are marketed to smaller tenants that generally desire shorter-term leases. As of ~~September~~March 3031, ~~2024~~2025, approximately 4445.87% of our portfolio (based on GLA) was leased to tenants occupying less than 10,000 square feet. In addition, as of ~~September~~March 3031, ~~2024~~2025, approximately 119.19% of our GLA was vacant and approximately 03.2% of our leases (based on GLA) were scheduled to expire on or before December 31, ~~2024~~2025. Although we maintain ongoing dialogue with our tenants, we generally raise the issue of renewal at least 12 months prior to lease renewal often providing concessions for early renewal. If our current tenants do not renew their leases or terminate their leases early, we may be unable to re-lease the space to new tenants on favorable terms or at all. ~~Our vacancy trends will be impacted by new properties that we acquire, which may include properties with higher vacancy where we identified opportunities to increase occupancy.~~

Acquisitions

Over the long-term, we intend to grow our portfolio through the acquisition of additional strategically positioned properties in established and developing neighborhoods primarily leased to necessity-based tenants that meet the needs of the surrounding communities in our existing markets, as well as acquiring properties in new markets that meet our investment criteria, including the Southeastern United States. We have established relationships with a wide variety of market participants, including tenants, leasing agents, investment sales brokers, property owners and lenders, in our target markets and beyond, and, over the long-term, we believe that we will have opportunities to acquire properties that meet our investment criteria at attractive prices.

General and Administrative Expenses

General and administrative expenses include employee compensation costs, professional fees, consulting, and other general administrative expenses. We expect that our general and administrative expenses will ~~rise in some measure as our portfolio grows but that such expenses as a percentage of our revenue will~~ decrease over time ~~due to efficiencies and economies of scale~~.

Capital Expenditures

We incur capital expenditures at our properties that vary in amount and frequency based on each property’s specific needs. We expect our capital expenditures will be for recurring maintenance to ensure our properties are in good working condition, including parking and roof repairs, façade maintenance and general upkeep. We also will incur capital expenditures related to repositioning and refurbishing properties where we have identified opportunities to improve our properties to increase occupancy, and we may incur capital expenditures related to redevelopment or development consistent with our business and growth strategies.

~~Fortress Member’s Rights~~ 32

On November 22, 2022, the Company, the Operating Partnership and Broad Street Eagles JV LLC, a newly formed subsidiary of the Operating Partnership (the “Eagles Sub-OP”), entered into a Preferred Equity Investment Agreement with CF Flyer PE Investor LLC (the “Fortress Member”), an affiliate of Fortress Investment Group LLC, pursuant to which the Fortress Member invested $80.0 million in the Eagles Sub-OP in exchange for a preferred membership interest (the “Fortress Preferred Interest” and such investment, the “Preferred Equity Investment”). In connection with the Preferred Equity Investment, the Operating Partnership and the Fortress Member entered into the Amended and Restated Limited Liability Company Agreement of the Eagles Sub-OP (the “Eagles Sub-OP Operating Agreement”). Under the Eagles Sub-OP Operating Agreement, upon the occurrence of a Trigger Event, the Fortress Member has the right to cause the Eagles Sub-OP to redeem the Fortress Preferred Interest by payment to the Fortress Member of the full Redemption Amount (as defined in the Eagles Sub-OP Operating Agreement) upon not less than 90 days prior written notice to the Eagles Sub-OP, unless the Trigger Event is in connection with a Bankruptcy Event (as defined in the Eagles Sub-OP Operating Agreement), in which case the redemption must occur as of the date of such Trigger Event. Additionally, upon the occurrence of a Trigger Event, the Fortress Member would have the right (among other rights) to (i) remove the Operating Partnership as the managing member of the Eagles Sub-OP and to serve as the managing member until the Fortress Member is paid the Redemption Amount, (ii) cause the Eagles Sub-OP to sell one or more properties until the entire Fortress Preferred Interest has been redeemed for the Redemption Amount, (iii) cause the Eagles Sub-OP to use certain reserve accounts to pay the Fortress Member the full Redemption Amount, and (iv) terminate all property management and other service agreements with our affiliates. If the Fortress Member removes the Operating Partnership and becomes the managing member of the Eagles Sub‑OP, the Eagles Sub-OP Operating Agreement only requires the Fortress Member to act in a manner consistent with other institutional preferred equity investors that have exercised remedies to remove managing members. Moreover, in such a circumstance, the Eagles Sub-OP Operating Agreement specifically reserves the Fortress Member’s right to (i) sell any property to a third-party buyer unaffiliated with the Fortress Member, (ii) take any action in connection with curing or reacting to a default under any mortgage loan and (iii) otherwise exercise its rights and remedies pursuant to the terms of the Eagles Sub-OP Operating Agreement. Accordingly, in the event the Fortress Member becomes the managing member of the Eagles Sub-OP, it may take actions that are not in the best interest of us and our stockholders. Further, the mezzanine loan agreement for a mezzanine loan (the “Fortress Mezzanine Loan”) secured by 100% of the membership interests in the entity that owns Midtown Row provides for cross-default in the event of a Trigger Event

Results of Operations

This section provides a comparative discussion on our results of operations and should be read in conjunction with our condensed consolidated financial statements, including the accompanying notes.

Comparison of the three months ended ~~September~~March 3031, ~~2024~~2025 to the three months ended ~~September~~March 3031, ~~2023~~2024

	For the Three Months Ended						Change
(dollars in thousands)	~~September~~March 3031, ~~2024~~2025			~~September~~March 3031, ~~2023~~2024			$			%
Revenues
Rental income	$	9,~~666~~842		$	9,~~206~~511		$	~~460~~331			53	%
Commissions		~~503~~707			~~751~~502			~~(248~~205	)		~~(33~~41	%)
Management fees and other income		4457			9058			(461	)		(512	%)
Total revenues		10,~~213~~606			10,~~047~~071			~~166~~535			25	%
Operating Expenses
Cost of services		~~507~~576			~~693~~421			~~(186~~155	)		~~(27~~37	%)
Property operating		23,~~800~~104			3,~~027~~006			~~(227~~98	)		(73	%)
Depreciation and amortization		3,~~698~~580			3,~~986~~819			(~~288~~239	)		(76	%)
Impairment of real estate assets		~~119~~43			~~762~~110			(~~643~~67	)		(8461	%)
Impairment of real estate assets held for sale		—			396			(396	)		(100	%)
Bad debt (recovery) expense		(71	)		142			(213	)		(150	%)
Bad debt expense		15			40			(25	)		(63	%)
General and administrative		3,579			3,480			99			3	%
General and administrative		3,002			2,990			12			0	%
Total operating expenses		10,811			10,978			(167	)		(2	%)
Total operating expenses		10,141			11,894			(1,753	)		(15	%)
Operating loss		(205	)		(907	)		702			77	%
Loss on disposal of property		—			(108	)		108			(100	%)
Operating income (loss)		72			(1,955	)		2,027			104	%
Other income (expense)
Interest and other income		~~277~~165			~~106~~217			~~171~~(52	)		~~161~~(24	%)
Derivative fair value adjustment		(~~1,432~~582	)		~~(33~~889	)		(1,~~399~~471	)		~~(4,239~~165	%)
Net loss on fair value change of debt held under the fair value option		(557	)		(816	)		259			32	%
Net (loss) gain on fair value change of debt held under the fair value option		(240	)		2,343			(2,583	)		110	%
Interest expense		(4,~~695~~765	)		(4,~~585~~333	)		(~~110~~432	)		210	%
Loss on extinguishment of debt		—			(217	)		217			(100	%)
Other expense		11(1	)		(516	)		625			~~122~~83	%
Total other expense		(65,~~396~~423	)		(~~5,400~~897	)		(~~996~~4,526	)		18505	%
Net loss before income taxes		(65,~~324~~628	)		(71,~~355~~804	)		1(3,~~031~~824	)		~~(14~~212	%)
Income tax benefit		56			2,276			(2,220	)		(98	%)
Income tax expense		—			(134	)		134			(100	%)
Net loss	$	(65,~~268~~628	)	$	(51,~~079~~938	)	$	(13,~~189~~690	)		23190	%
Less: Preferred equity return on Fortress preferred equity		(3,~~181~~497	)		(3,~~716~~022	)	$	~~535~~(475	)		~~(14~~16	%)
Less: Preferred equity accretion to redemption value		(~~1,004~~997	)		(~~583~~1,379	)	$	~~(421~~382	)		72(28	%)
Less: Preferred OP units return		(~~151~~170	)		(~~122~~139	)	$	(2931	)		2422	%
Plus: Net loss attributable to noncontrolling interest		1,351			~~1,633~~839			~~(282~~512	)		~~(17~~61	%)
Net loss attributable to common stockholders	$	(98,~~253~~941	)	$	(75,~~867~~639	)	$	(13,~~386~~302	)		1859	%

Revenues for the three months ended ~~September~~March 3031, ~~2024~~2025 increased approximately $0.25 million, or 25%, compared to the three months ended ~~September~~March 3031, ~~2023~~2024, as a result of an approximately $0.53 million and $0.2 million increase in rental income ~~primarily~~and ~~due~~commissions, torespectively. anThe increase in ~~occupancy~~rental ~~period~~income ~~over~~is ~~period.~~primarily ~~This~~due to an increase ~~was~~in ~~partially~~recoveries ~~offset~~from bytenants aand ~~decrease~~the increase in commissions is due to ~~lower~~a higher transaction volume of leasing ~~and management fees and other income~~.

Total operating expenses for the three months ended ~~September~~March 3031, ~~2024~~2025 decreased approximately $10.82 million, or 152%, compared to the three months ended ~~September~~March 3031, ~~2023~~2024, primarily due to (i) a $0.62 million decrease in ~~impairment~~depreciation ofand ~~real~~amortization ~~estate~~expense ~~assets~~primarily ~~relating~~related to ~~early~~a $0.3 million decrease in amortization of in-place lease ~~terminations,~~intangibles ~~(ii)~~and a $0.41 million ~~impairment~~increase in amortization of real ~~estate~~property ~~assets~~depreciation, ~~held~~(ii) ~~for~~a ~~sale~~$0.2 ~~recognized~~million decrease in ~~the~~bad ~~third~~debt ~~quarter~~expense ofdue ~~2023~~to ~~relating~~cash toreceived afor ~~property~~commissions that ~~was~~were ~~disposed~~previously ofwritten ~~during~~off ~~2023,~~due to uncollectability and (iii) a $0.31 million decrease in ~~depreciation~~impairment ~~and~~of ~~amortization~~real ~~expense~~estate ~~primarily~~assets ~~related~~relating to aearly $0lease terminations.4 ~~million~~These ~~decrease~~decreases inwere ~~amortization of in-place lease intangibles,~~ partially offset by (i) a $0.12 million increase in ~~amortization~~cost of ~~real property depreciation~~services, (ivii) a $0.21 million ~~decrease~~increase in property operating expenses ofand ~~which~~(iii) a $0.1 million ~~relates~~increase ~~to the disposal of a property~~ in ~~the~~general ~~third quarter of 2023~~ and ~~(v)~~administrative aexpenses ~~$0.2~~primarily ~~million~~due ~~decrease~~to inprofessional ~~cost~~service ~~of services~~fees.

~~Loss~~Interest onand ~~disposal~~other ofincome ~~properties~~ for the three months ended ~~September~~March 3031, ~~2023~~2025 ~~reflects~~decreased approximately $0.1 million compared to the ~~loss~~three ~~recognized~~months ended March 31, 2024, primarily due to a reduction in ~~connection~~business ~~with~~interruption insurance proceeds received during the ~~sale~~first quarter of ~~Dekalb~~2025 ~~Plaza~~related to fire damage at one of our retail properties.

Interest and other income for the three months ended September 30, 2024 increased approximately $0.2 million compared to the three months ended September 30, 2023, primarily due to $0.1 million of bank interest income and $0.1 million of business interruption proceeds received during the third quarter of 2024.

The net loss on derivative fair value adjustment increased approximately $1.4 million compared to the three months ended September 30, 2023. The increase was primarily due to a $1.9 million decrease in the fair value of interest rate swaps, partially offset by a $0.4 million increase in the fair value of the embedded derivative liability relating to the Preferred Equity Investment and $0.1 million of losses recognized during the three months ended September 30, 2023 relating to an interest rate cap that matured on January 1, 2024.

Net gain on fair value change of debt held under the fair value option reflects the change in fair value of the Fortress Mezzanine Loan for which we elected the fair value option.

Interest expense for the three months ended September 30, 2024 increased approximately $0.1 million, or 2%, compared to the three months ended September 30, 2023, primarily due to the incurrence of $0.2 million of interest expense relating to additional refinancings. This increase was partially offset by a $0.1 million decline in interest expense relating to debt that was repaid in connection with the sale of a property during the third quarter of 2023. We had additional net borrowings of approximately $13.3 million after September 30, 2023.

Income tax benefit for the three months ended September 30, 2024 decreased approximately $2.2 million compared to the three months ended September 30, 2023, which is primarily attributable to the Company recording a valuation allowance against its deferred tax asset during the three months ended September 30, 2024.

Preferred equity return on Fortress preferred equity reflects the portion of the distribution to the Fortress Member that is payable in cash and the portion that is accrued and added to the Preferred Equity Investment.

Preferred equity accretion to redemption value reflects the accretion of the carrying value of the Fortress preferred equity to the Redemption amount over the remaining term.

Preferred OP units return reflects the portion of the distribution to holders of the Preferred OP units that are payable in cash and the portion that are accrued and added to the liquidation preference of the Preferred OP units.

Net loss attributable to noncontrolling interest for the three months ended September 30, 2024 decreased $0.3 million compared to the three months ended September 30, 2023. The net loss attributable to noncontrolling interest reflects the proportionate share of the OP units held by outside investors in the operating results of the Operating Partnership.

Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

	For the Nine Months Ended						Change
(dollars in thousands)	September 30, 2024			September 30, 2023			$			%
Revenues
Rental income	$	28,432		$	29,671		$	(1,239	)		(4	%)
Commissions		1,829			2,270			(441	)		(19	%)
Management fees and other income		154			211			(57	)		(27	%)
Total revenues		30,415			32,152			(1,737	)		(5	%)
Operating Expenses
Cost of services		1,572			1,778			(206	)		(12	%)
Property operating		8,540			9,233			(693	)		(8	%)
Depreciation and amortization		11,307			14,844			(3,537	)		(24	%)
Impairment of real estate assets		560			929			(369	)		(40	%)
Impairment of real estate assets held for sale		—			2,353			(2,353	)		(100	%)
Bad debt expense		225			106			119			112	%
General and administrative		9,504			9,340			164			2	%
Total operating expenses		31,708			38,583			(6,875	)		(18	%)
Gain on disposal of property		—			11,511			(11,511	)		(100	%)
Operating (loss) income		(1,293	)		5,080			(6,373	)		(125	%)
Other income (expense)
Interest and other income		745			136			609			448	%
Derivative fair value adjustment		(465	)		(18	)		(447	)		(2,483	%)
Net gain on fair value change of debt held under the fair value option		1,996			1,288			708			55	%
Interest expense		(13,584	)		(14,101	)		517			(4	%)
Loss on extinguishment of debt		(7	)		(36	)		29			(81	%)
Other expense		(21	)		(70	)		49			(70	%)
Total other expense		(11,336	)		(12,801	)		1,465			(11	%)
Net loss before income taxes		(12,629	)		(7,721	)		(4,908	)		64	%
Income tax (expense) benefit		(78	)		3,968			(4,046	)		(102	%)
Net loss	$	(12,707	)	$	(3,753	)	$	(8,954	)		239	%
Less: Preferred equity return on Fortress preferred equity		(9,287	)		(10,712	)		1,425			(13	%)
Less: Preferred equity accretion to redemption value		(3,356	)		(1,754	)		(1,602	)		91	%
Less: Preferred OP units return		(434	)		(352	)		(82	)		23	%
Plus: Net loss attributable to noncontrolling interest		3,317			2,779			538			19	%
Net loss attributable to common stockholders	$	(22,467	)	$	(13,792	)	$	(8,675	)		63	%

Revenues for the nine months ended September 30, 2024 decreased approximately $1.7 million, or 5%, compared to the nine months ended September 30, 2023, as a result of approximately $1.2 million and $0.4 million decreases in rental income and commissions, respectively. Rental income primarily decreased as a result of the sale of two properties in the second and third quarters of 2023, which had aggregate rental income of $2.7 million during the nine months ended September 30, 2023. This decrease was partially offset by an increase in rental income for the remaining properties. The decrease in commissions is due to a lower transaction volume of leasing.

Total operating expenses for the nine months ended September 30, 2024 decreased approximately $6.9 million, or 18%, compared to the nine months ended September 30, 2023, primarily from (i) a decrease in depreciation and amortization expense of approximately $3.5 million, primarily related to a $2.8 million decrease in amortization of in-place lease intangibles and a $1.1 million decrease relating to two properties that were disposed of during 2023, partially offset by a $0.4 million increase in amortization of real property depreciation, (ii) a $2.4 million impairment of real estate assets held for sale in 2023 as a result of reducing the carrying value of Dekalb Plaza for the amount that exceeded the property's fair value less estimated selling costs, (iii) a $0.7 million decline in property operating expenses of which $0.6 million relates to two properties that were disposed of during 2023 and (iv) a $0.4 million decline in impairment of real estate assets relating to early lease terminations.

Gain on disposal of properties for the nine months ended September 30, 2023 reflects the gain recognized in connection with the sale of Spotswood Valley Square Shopping Center, partially offset by the loss recognized in connection with the sale of Dekalb Plaza.

Interest and other income for the nine months ended September 30, 2024 increased approximately $0.6 million compared to the nine months ended September 30, 2023, primarily due to $0.2 million of bank interest income and $0.3 million of business interruption proceeds received during 2024.

The net loss on derivative fair value adjustment was approximately $0.56 million for the ~~nine~~three months ended ~~September~~March 3031, 2024 compared to ~~less~~a ~~than~~gain of approximately $0.19 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The ~~increase~~decrease of approximately $01.45 million was primarily due to a $1.30 million ~~decline~~decrease in the fair value of interest rate swaps, ~~partially~~and ~~offset by~~ a $0.75 million ~~increase~~decrease in the fair value of the embedded derivative liability relating to the Preferred Equity Investment ~~and $0~~.~~1 million of gains recognized during the nine months ended September 30, 2023 relating to an interest rate cap that matured on January 1, 2024.~~

Net (loss) gain on fair value change of debt held under the fair value option reflects the change in fair value of the Fortress Mezzanine Loan for which we elected the fair value option.

Interest expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 ~~decreased~~increased approximately $0.54 million, or 410%, compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, primarily due to athe ~~$1.4~~incurrence ~~million~~of ~~decline in interest expense,~~ $10.12 million of ~~which~~interest ~~relates~~expense relating to ~~debt~~additional ~~that~~refinancings ~~was repaid in connection with the sale of two properties during the second~~ and ~~third~~a ~~quarters of 2023 and~~ $0.31 million ofincrease ~~which~~due ~~relates~~ to the ~~refinancing~~increase ofin ~~five mortgages and~~ the ~~Basis~~Mezzanine ~~Term~~ Loan Interest (as defined below). ~~This decline was partially offset by the incurrence of $0~~rate.9 ~~million of interest expense relating to additional refinancings.~~ We had additional net borrowings of approximately $139.32 million after ~~September~~March 3031, ~~2023~~2024.

Income tax (expense) ~~benefit~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 decreased approximately $4.0.1 million compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, which is primarily attributable to the Company recording a full valuation allowance against its deferred tax asset during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

Preferred equity accretion to redemption value reflects the accretion of the carrying value of the Fortress preferred equity to the Redemption amount over the remaining term.

Net loss attributable to noncontrolling interest for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 increased $0.5 million compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The net loss attributable to noncontrolling interest reflects the proportionate share of the OP units held by outside investors in the operating results of the Operating Partnership.

Leasing Activity

Below is a summary of leasing activity for our retail portfolio for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

	Total Deals						Inline Deals
	For the Three Months Ended September 30,						For the Three Months Ended September 30,
	For the Three Months Ended March 31,						For the Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024			2025			2024
New leases
Number of leases		51			59			51			59
Square footage		262,~~624~~400			717,~~810~~892			262,~~624~~400			717,~~810~~892
Annualized base rent (1)	$	~~394~~6,~~513~~000		$	~~219~~395,~~676~~122		$	~~394~~6,~~513~~000		$	~~219~~395,~~676~~122
Annualized base rent per square feet (2)	$	142.8250		$	2822.1308		$	142.8250		$	2822.1308
Number of comparable leases (3)		21			15			21			15
Comparable rent spread (4)		~~-6.0~~—	%		34.18	%		~~-6.0~~—	%		34.18	%
Weighted-average lease term (in years)		~~8.2~~—			76.04			~~8.2~~—			76.04
Renewals and options:
Number of leases		914			89			914			8
Square footage		1625,~~406~~132			1245,~~235~~087			1625,~~406~~132			1220,~~235~~692
Annualized base rent (1)	$	~~372~~624,~~675~~281		$	~~284~~713,~~161~~198		$	~~372~~624,~~675~~281		$	~~284~~399,~~161~~628
Annualized base rent per square feet (2)	$	2224.7284		$	2315.2382		$	2224.7284		$	2319.2331
Comparable rent spread		5.64	%		5.89	%		5.64	%		52.89	%
Weighted-average lease term (in years) (5)		56.14			46.82			56.14			46.80
Number of leases, excluding options exercised		814			89			814			8
Comparable rent spread, all leases		15.73	%		5.46	%		15.73	%		53.46	%
Portfolio retention rate (6)		83100.80	%		4119.06	%		83100.80	%		4119.06	%

(1)

Annualized base rent (in thousands) is calculated as (a) the monthly cash base rent before abatements as of ~~September~~March 3031, ~~2024~~2025 or ~~2023~~2024, as applicable, multiplied by (b) 12. Annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.

(2)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of March 31, 2025 or 2024, as applicable.

(3)

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of September 30, 2024 or 2023, as applicable.

Comparable leases are leases with terms consistent with the prior lease for substantially the same space, which has been vacant for less than twelve months.

(4)

Comparable rent spread is calculated as the percentage increase or decrease in first-year annualized base rent (excluding any free rent or escalations) on new or renewal leases (including options) over the annualized base rent of the expiring year of the previous lease, where the lease was considered a comparable lease.

(5)

Weighted-average lease terms (in years) excludes month-to-month tenants but includes tenants operating on license agreements.

(6)

Portfolio retention rate is calculated as (a) total square feet of retained tenants with leases originally expiring during the three months ended ~~September~~March 3031, ~~2024~~2025 or ~~2023~~2024, as applicable, divided by (b) total square feet of leases originally expiring during the three months ended ~~September~~March 3031, ~~2024~~2025 or ~~2023~~2024, as applicable.

Below is a summary of leasing activity for our retail portfolio for the nine months ended September 30, 2024 and 2023:

	Total Deals						Inline Deals
	For the Nine Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
New leases
Number of leases		19			15			19			15
Square footage		51,755			43,788			51,755			43,788
Annualized base rent (1)	$	907,004		$	809,908		$	907,004		$	809,908
Annualized base rent per square feet (2)	$	17.52		$	18.50		$	17.52		$	18.50
Number of comparable leases (3)		12			5			12			5
Comparable rent spread (4)		7.7	%		29.6	%		7.7	%		29.6	%
Weighted-average lease term (in years)		7.7			9.4			7.7			9.4
Renewals and options:
Number of leases		32			31			30			28
Square footage		124,142			119,264			60,488			63,694
Annualized base rent (1)	$	1,955,428		$	2,157,785		$	1,317,235		$	1,307,854
Annualized base rent per square feet (2)	$	15.75		$	18.09		$	21.78		$	20.53
Comparable rent spread		6.8	%		9.9	%		6.6	%		7.8	%
Weighted-average lease term (in years) (5)		5.5			6.4			5.9			4.6
Number of leases, excluding options exercised		31			31			29			28
Comparable rent spread, all leases		7.0	%		12.4	%		6.9	%		12.0	%
Portfolio retention rate (6)		85.9	%		65.0	%		74.9	%		30.0	%

Annualized base rent (in thousands) is calculated as (a) the monthly cash base rent before abatements as of September 30, 2024 or 2023, as applicable, multiplied by (b) 12. Annualized base rent does not include tenant reimbursements for real estate taxes, insurance, common area or other operating expenses.

Annualized base rent per leased square foot is calculated as total annualized base rent divided by leased GLA as of September 30, 2024 or 2023, as applicable.

Comparable leases are leases with terms consistent with the prior lease for substantially the same space, which has been vacant for less than twelve months.

Weighted-average lease terms (in years) excludes month-to-month tenants but includes tenants operating on license agreements.

Portfolio retention rate is calculated as (a) total square feet of retained tenants with leases originally expiring during the nine months ended September 30, 2024 or 2023, as applicable, divided by (b) total square feet of leases originally expiring during the nine months ended September 30, 2024 or 2023, as applicable.

Non-GAAP Performance Measures

We present the non-GAAP performance measures set forth below. These measures should not be considered as an alternative to, or more meaningful than, net income (calculated in accordance with U.S. generally accepted accounting principles (“GAAP”)) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those calculated in accordance with GAAP. Our computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other real estate companies and, therefore, may not be comparable to similarly titled measures presented by other real estate companies. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance.

measures may differ in certain respects from the methodology utilized by other real estate companies and, therefore, may not be comparable to similarly titled measures presented by other real estate companies. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance.

Net Operating Income and Same-center Net Operating Income

Net operating income (“NOI”) is a supplemental non-GAAP measure of the operating performance of our properties. We define NOI as rental income less property operating expenses, including real estate taxes. We also exclude the impact of straight‑line rent revenue, net amortization of above and below market leases, depreciation and amortization, interest, impairments and gains or losses of real estate assets and other significant infrequent items that create volatility in our earnings and make it difficult to determine the earnings generated by our core ongoing business. Same-center NOI should not be viewed as an alternative measure to net income or loss calculated in accordance with GAAP as a measurement of our financial performance. We believe that NOI is a helpful measure because it provides additional information to allow management, investors and our current and potential creditors to evaluate and compare our core operating results.

Same-center NOI is a supplemental non-GAAP financial measure which we use to assess our operating results. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, Same-center NOI represents the NOI for 15 properties that were wholly owned and operational for the entire portion of each reporting period. Same-center NOI should not be viewed as an alternative measure to net income or loss calculated in accordance with GAAP as a measurement of our financial performance, as it does not reflect the operations of our entire portfolio. We believe that Same-center NOI is a helpful measure because it provides additional information to allow management, investors and our current and potential creditors to enhance the comparability of our operating performance between periods.

The table below compares Same-center NOI for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

For the three months ended September 30,

Change

For the three months ended March 31,

Change

(unaudited, dollars in thousands)

~~2024~~2025

~~2023~~2024

Retail

Residential

Total

Retail

Residential

Total

Revenues

Rental income (1)

7,~~257~~683

(2)

2,386

910,~~643~~069

67,~~835~~120

2,~~121~~118

89,~~956~~238

~~687~~831

Operating Expenses

Property operating

2,~~502~~884

~~729~~690

3,~~231~~574

2,~~458~~800

~~831~~625

3,~~289~~425

~~(58~~149

)

(24

Total Same-center NOI

4,~~755~~799

1,~~657~~696

6,~~412~~495

4,~~377~~320

1,~~290~~493

5,~~667~~813

~~745~~682

1312

(1)

Excludes straight-line revenue and net amortization of above and below market lease.

(2)

Rental income for the retail portfolio excludes $0.1 million of business interruption proceeds for rent that was abated due to a fire at one of our retail properties. This amount is reflected in net interest and other income.

The increase in total Same-center NOI for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the three months ended ~~September~~March 3031, ~~2023~~2024, is mainly due to (i) an increase in ~~occupancy due to higher leasing activity and~~ scheduled rent increases for retail period over period, (ii) an increase in recoveries from tenants and (iii) an increase in residential base rent.

3635

Our reconciliation of Same-center NOI for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is as follows:

	For the three months ended September 30,
	For the three months ended March 31,
	2024									2023
	2025									2024
(unaudited, dollars in thousands)	Retail			Residential			Total			Retail			Residential			Total
Net loss	$	(4,856	)	$	(1,412	)	$	(6,268	)	$	(3,161	)	$	(1,918	)	$	(5,079	)
Net (loss) income	$	(4,477	)	$	(1,151	)	$	(5,628	)	$	(3,050	)	$	1,112		$	(1,938	)
Adjusted to exclude:
Commissions		(~~503~~707	)		—			(~~503~~707	)		(~~751~~502	)		—			(~~751~~502	)
Management and other income		(4457	)		—			(4457	)		(9058	)		—			(9058	)
Straight-line rent revenue		~~(88~~143	)		—			~~(88~~143	)		(~~211~~352	)		—			(~~211~~352	)
Amortization of above and below market lease, net		6585			—			6585			9881			—			9881
Consolidated eliminations adjustments		(~~431~~470	)		—			(~~431~~470	)		(~~368~~416	)		(7—	)		(~~375~~416	)
Cost of services		~~507~~576			—			~~507~~576			~~693~~421			—			~~693~~421
Depreciation and amortization		32,~~064~~945			~~634~~635			3,~~698~~580			3,~~343~~187			~~643~~632			3,~~986~~819
Impairment of real estate assets		~~119~~43			—			~~119~~43			~~762~~110			—			~~762~~110
Impairment of real estate held for sale		—			—			—			~~396~~—			—			~~396~~—
Bad debt expense		15			—			15			40			—			40
Bad debt (recovery) expense		(71	)		—			(71	)		142			—			142
General and administrative		23,~~929~~474			73105			3,~~002~~579			23,~~931~~443			5937			23,~~990~~480
Loss on disposal of properties		—			—			—			~~108~~—			—			~~108~~—
Net interest and other income		(~~277~~165	)		—			(~~277~~165	)		(~~106~~217	)		—			(~~106~~217	)
Derivative fair value adjustment		~~1,432~~582			—			~~1,432~~582			33(889	)		—			33(889	)
Net loss on fair value change on debt held under the fair value option		56			501			557			82			734			816
Net loss (gain) on fair value change on debt held under the fair value option		24			216			240			(235	)		(2,108	)		(2,343	)
Interest expense		2,~~834~~874			1,~~861~~891			4,~~695~~765			2,~~806~~513			1,~~779~~820			4,~~585~~333
Loss on extinguishment of debt		—			—			—			217			—			217
Other expense		~~(11~~1	)		—			~~(11~~1	)		516			—			516
Income tax benefit, net		(56	)		—			(56	)		(2,276	)		—			(2,276	)
Income tax expense, net		—			—			—			134			—			134
NOI		4,~~755~~800			1,~~657~~696			6,~~412~~496			4,~~401~~325			1,~~290~~493			5,~~691~~818
Less: Non Same-center NOI relating to dispositions (1)		—			—						(245	)		—			(245	)
Total Same-center NOI	$	4,~~755~~800		$	1,~~657~~696		$	6,~~412~~496		$	4,~~377~~320		$	1,~~290~~493		$	5,~~667~~813

(1)

Reflects operating revenues and expenses for Spotswood Valley Square Shopping Center and Dekalb Plaza.

The table below compares Same-center NOI for the nine months ended September 30, 2024 and 2023:

	For the nine months ended September 30,													Change
(unaudited, dollars in thousands)	2024							2023						$		%
	Retail			Residential		Total		Retail		Residential		Total
Revenues
Rental income (1)	$	21,178	(2)	$	6,627	$	27,805	$	20,247	$	6,296	$	26,543	$	1,262		5	%
Operating Expenses
Property operating		7,767			2,059		9,826		7,508		2,186		9,694		132		1	%
Total Same-center NOI	$	13,411		$	4,568	$	17,979	$	12,739	$	4,110	$	16,849	$	1,130		7	%

Excludes straight-line revenue and net amortization of above and below market lease.

Rental income for the retail portfolio excludes $0.3 million of business interruption proceeds for rent that was abated due to a fire at one of our retail properties. This amount is reflected in net interest and other income.

The increase in total Same-center NOI for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, is mainly due to (i) an increase in occupancy due to higher leasing activity and scheduled rent increases for retail period over period, (ii) an increase in recoveries from tenants and (iii) an increase in residential base rent.

Our reconciliation of Same-center NOI for the nine months ended September 30, 2024 and 2023 is as follows:

	For the nine months ended September 30,
	2024									2023
(unaudited, dollars in thousands)	Retail			Residential			Total			Retail			Residential			Total
Net loss	$	(11,587	)	$	(1,120	)	$	(12,707	)	$	(148	)	$	(3,605	)	$	(3,753	)
Adjusted to exclude:
Commissions		(1,829	)		—			(1,829	)		(2,270	)		—			(2,270	)
Management and other income		(154	)		—			(154	)		(211	)		—			(211	)
Straight-line rent revenue		(834	)		—			(834	)		(945	)		—			(945	)
Amortization of above and below market lease, net		210			—			210			227			—			227
Consolidated eliminations adjustments		(1,283	)		—			(1,283	)		(1,235	)		(7	)		(1,242	)
Cost of services		1,572			—			1,572			1,778			—			1,778
Depreciation and amortization		9,408			1,899			11,307			11,293			3,551			14,844
Impairment of real estate assets		560			—			560			929			—			929
Impairment of real estate held for sale		—			—			—			2,353			—			2,353
Bad debt expense		225			—			225			106			—			106
General and administrative		9,359			145			9,504			9,291			49			9,340
Gain on disposal of properties		—			—			—			(11,511	)		—			(11,511	)
Net interest and other income		(745	)		—			(745	)		(136	)		—			(136	)
Derivative fair value adjustment		465			—			465			18			—			18
Net gain on fair value change on debt held under the fair value option		(199	)		(1,797	)		(1,996	)		(129	)		(1,159	)		(1,288	)
Interest expense		8,143			5,441			13,584			8,820			5,281			14,101
Loss on extinguishment of debt		7			—			7			36			—			36
Other expense		21			—			21			70			—			70
Income tax expense (benefit), net		78			—			78			(3,968	)		—			(3,968	)
NOI		13,417			4,568			17,985			14,368			4,110			18,478
Less: Non Same-center NOI relating to dispositions (1)		(6	)		—			(6	)		(1,629	)		—			(1,629	)
Total Same-center NOI	$	13,411		$	4,568		$	17,979		$	12,739		$	4,110		$	16,849

Reflects operating revenues and expenses for Spotswood Valley Square Shopping Center and Dekalb Plaza.

Funds From Operations and Adjusted Funds from Operations

Funds from operations (“FFO”) is a supplemental non-GAAP financial measure of real estate companies’ operating performance. The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as follows: net income (loss), computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Considering the nature of our business as a real estate owner and operator, we believe that FFO is useful to investors in measuring our operating and financial performance because the definition excludes items included in net income that do not relate to or are not indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analysis of operating and financial performance more difficult, such as gains and losses from the sale of certain real estate assets and impairment write-downs of certain real estate assets. Specifically, in excluding real estate related depreciation and amortization and gains and losses from sales of depreciable operating properties, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to

3836

fund our cash needs, including our ability to pay dividends or service indebtedness. Also, FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

Adjusted FFO (“AFFO”) is calculated by excluding the effect of certain items that do not reflect ongoing property operations, including stock-based compensation expense, deferred financing and debt issuance cost amortization, non-real estate depreciation and amortization, straight-line rent expense, straight-line rent revenue, non-cash interest expense and other non-comparable or non-operating items. Management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company’s operational performance than FFO.

AFFO is not intended to represent cash flow or liquidity for the period and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of real estate companies and presenting AFFO enables investors to assess our performance in comparison to other real estate companies. AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.

Our reconciliation of net loss to FFO and AFFO for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is as follows:

	For the Three Months Ended September 30,							Change
	For the Three Months Ended March 31,						Change
(unaudited, dollars in thousands)	~~2024~~2025			~~2023 (1)~~2024			$	$			%	%
Net loss	$	(65,~~268~~628	)	$	(51,~~079~~938	)	$	$(3,690	~~(1,189~~)	)		190	23%	%
Loss on disposal of properties		—			108				(108	)			(100	%)
Real estate depreciation and amortization		3,529			3,715			(186	)			(5	%)
Impairment of real estate assets held for sale		—			396				(396	)			(100	%)
Amortization of direct leasing costs		29			23			6				26	%
Real estate depreciation and amortization		3,662			3,870				(208	)			(5	%)
FFO attributable to common shares and OP units		(2,070	)		1,800			(3,870	)			(215	%)
Amortization of direct leasing costs		27			41				(14	)			(34	%)
Stock-based compensation expense		348			360			(12	)			(3	%)
FFO attributable to common shares and OP units		(2,579	)		(664	)			(1,915	)			288	%
Deferred financing and debt issuance cost amortization		242			193			49				25	%
Stock-based compensation expense		493			354				139				39	%
Impairment of real estate assets (1)		43			110			(67	)			(61	%)
Deferred financing and debt issuance cost amortization		237			157				80				51	%
Intangibles amortization		85			81			4				5	%
Impairment of real estate assets (2)		119			762				(643	)			(84	%)
Non-real estate depreciation and amortization		22			80			(58	)			(73	%)
Intangibles amortization		65			98				(33	)			(34	%)
Straight-line rent expense		(2	)		66			(68	)			(103	%)
Non-real estate depreciation and amortization		9			75				(66	)			(88	%)
Non-cash interest expense		400			331			69				21	%
Straight-line rent expense		—			(12	)			12				(100	%)
Recurring capital expenditures		(230	)		(93	)		(137	)			147	%
Non-cash interest expense		348			282				66				23	%
Straight-line rent revenue		143			(352	)		495				(141	%)
Recurring capital expenditures		(161	)		(507	)			346				(68	%)
Non-cash fair value adjustment		822			(3,232	)		4,054				(125	%)
Straight-line rent revenue		(88	)		(211	)			123				(58	%)
AFFO attributable to common shares and OP units	$	(197	)	$	(656	)	$	459				(70	%)
Non-cash fair value adjustment		1,989			849				1,140				134	%
Weighted average shares outstanding to common shares
AFFO attributable to common shares and OP units	$	432		$	1,183			$	(751	)			(63	%)
Diluted		36,681,457			35,875,326
Weighted average shares outstanding to common shares
Net loss attributable to common stockholders per share
Diluted		35,997,585			35,691,830
Diluted (2)	$	(0.24	)	$	(0.16	)
Net loss attributable to common stockholders per share
Weighted average shares outstanding to common shares and OP units
Diluted (3)	$	(0.26	)	$	(0.22	)
Diluted		42,189,268			41,435,622
Weighted average shares outstanding to common shares and OP units
FFO attributable to common shares and OP units
Diluted		41,505,396			41,252,126
Diluted (3)	$	(0.05	)	$	0.04
FFO attributable to common shares and OP units
Diluted (4)	$	(0.06	)	$	(0.02	)

(1)

Revised to include straight-line rent expense for comparability.

Impairment of real estate assets relates to the early termination of leases.

(2)

The weighted average common shares outstanding used to compute net loss per diluted common share only includes the common shares. We have excluded the OP units since the conversion of OP units is anti-dilutive in the computation of diluted net loss per share for the periods presented.

(3)

The weighted average common shares outstanding used to compute FFO per diluted common share includes OP units that were excluded from the computation of diluted net loss per share. Conversion of these OP units is dilutive in the computation of FFO per diluted common share but is anti-dilutive for the computation of diluted earnings per share for the periods presented.

The decrease in FFO and AFFO for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, is mainly due to a $2.3 million decrease in income tax benefit primarily attributable to the Company recording a valuation allowance against its deferred tax asset during the three months ended September 30, 2024. This was partially offset by a net reduction of $0.2 million of total revenues. The decrease in AFFO was also partially offset by non-cash fair value adjustment relating to the increase in net loss on derivative instruments and the decline in fair value change of debt held under the fair value option. See Results of Operations for further discussion. 37

~~Our~~The ~~reconciliation~~decrease ofin ~~net~~FFO ~~loss~~for tothe ~~FFO~~three ~~and~~months ~~AFFO~~ended ~~for~~March 31, 2025 compared to the ~~nine~~three months ended ~~September~~March 3031, 2024, is mainly due to a $2.6 million decline in fair value change of debt held under the fair value option and ~~2023~~a is$1.5 asmillion ~~follows:~~ decline in non-cash fair value adjustment relating to the decrease in net gains on derivative instruments. This was partially offset by an increase of $0.5 million of total revenues.

	For the Nine Months Ended September 30,						Change
(unaudited, dollars in thousands)	2024			2023 (1)			$			%
Net loss	$	(12,707	)	$	(3,753	)	$	(8,954	)		239	%
Gain on disposal of properties		—			(11,511	)		11,511			(100	%)
Impairment of real estate assets held for sale		—			2,353			(2,353	)		(100	%)
Real estate depreciation and amortization		11,204			14,586			(3,382	)		(23	%)
Amortization of direct leasing costs		74			92			(18	)		(20	%)
FFO attributable to common shares and OP units		(1,429	)		1,767			(3,196	)		(181	%)
Stock-based compensation expense		1,288			1,119			169			15	%
Deferred financing and debt issuance cost amortization		652			657			(5	)		(1	%)
Impairment of real estate assets (2)		560			929			(369	)		(40	%)
Intangibles amortization		210			227			(17	)		(7	%)
Non-real estate depreciation and amortization		29			166			(137	)		(83	%)
Straight-line rent expense		103			(32	)		135			(422	%)
Non-cash interest expense		1,016			949			67			7	%
Recurring capital expenditures		(269	)		(913	)		644			(71	%)
Straight-line rent revenue		(834	)		(945	)		111			(12	%)
Minimum multiple on preferred interests		—			(331	)		331			(100	%)
Non-cash fair value adjustment		(1,531	)		(1,270	)		(261	)		21	%
AFFO attributable to common shares and OP units	$	(205	)	$	2,323		$	(2,528	)		(109	%)
Weighted average shares outstanding to common shares
Diluted		35,926,369			35,576,699
Net loss attributable to common stockholders per share
Diluted (3)	$	(0.63	)	$	(0.39	)
Weighted average shares outstanding to common shares and OP units
Diluted		41,469,042			41,136,995
FFO attributable to common shares and OP units
Diluted (4)	$	(0.03	)	$	0.04

The increase in AFFO for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily due to an increase of $0.5 million of total revenues.

~~Revised~~See to“Results ~~include~~of ~~straight-line~~Operations” ~~rent~~above ~~expense~~ for ~~comparability~~further discussion.

Impairment of real estate assets relates to the early termination of leases.

The decrease in FFO and AFFO for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, is mainly due to a $4.1 million decrease in income tax benefit primarily attributable to the Company recording a valuation allowance against its deferred tax asset during the nine months ended September 30, 2024. See Results of Operations for further discussion.

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDAre

We calculate EBITDAre in accordance with standards established by Nareit and define EBITDAre as net income or loss computed in accordance with GAAP (i) plus depreciation and amortization, interest expense and income tax expense, (ii) plus or minus losses or gains on the disposition of properties, (iii) plus impairment losses and (iv) with appropriate adjustments to reflect our share of EBITDAre of unconsolidated affiliates and consolidated affiliates with non-controlling interests, in each case as applicable. We define Adjusted EBITDAre as EBITDAre plus non-cash stock compensation, non-cash amortization related to above and below market leases, straight-line rent expense and less straight-line rent revenue and non-cash fair value adjustment. Some of the adjustments can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates. EBITDAre and Adjusted EBITDAre are non-GAAP financial measures and should not be viewed as alternatives to net income or loss calculated in accordance with GAAP as a measurement of our operating performance. We believe that EBITDAre and Adjusted EBITDAre are helpful measures because they provide additional information to allow management, investors and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt. We also believe that EBITDAre and Adjusted EBITDAre can help facilitate comparisons of operating performance between periods and with other real estate companies.

Our reconciliation of net loss to EBIDTAre and Adjusted EBITDAre for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,						Change
(unaudited, dollars in thousands)	~~2024~~2025			~~2023 (1)~~2024			~~2024~~$			~~2023 (1)~~%
Net loss	$	(65,~~268~~628	)	$	(51,~~079~~938	)	$	(123,~~707~~690	)	$	~~(3,753~~190	)%
Interest expense		4,~~695~~765			4,~~585~~333			~~13,584~~432			~~14,101~~10	%
Income tax (benefit) expense		(56	)		(2,276	)		78			(3,968	)
Income tax expense		—			134			(134	)		(100	%)
Depreciation and amortization expense		3,~~698~~580			3,~~986~~819			~~11,307~~(239	)		~~14,844~~(6	%)
EBITDA		2,~~069~~717			16,~~216~~348			12(3,~~262~~631	)		~~21,224~~(57	%)
Loss (gain) on sale of real estate		—			108			—			(11,511	)
Impairment loss		43			110			(67	)		(61	%)
Impairment loss		119			1,158			560			3,282
EBITDAre		2,760			6,458			(3,698	)		(57	%)
EBITDAre		2,188			2,482			12,822			12,995
Stock-based compensation expense		348			360			(12	)		(3	%)
Stock-based compensation expense		493			354			1,288			1,119
Straight-line rent revenue		143			(352	)		495			(141	%)
Straight-line rent revenue		(88	)		(211	)		(834	)		(945	)
Amortization of above and below market lease, net		85			81			4			5	%
Amortization of above and below market lease, net		65			98			210			227
Straight-line rent expense		(2	)		66			(68	)		(103	%)
Straight-line rent expense		—			(12	)		103			(32	)
Non-cash fair value adjustment		822			(3,232	)		4,054			(125	%)
Non-cash fair value adjustment		1,989			849			(1,531	)		(1,270	)
Adjusted EBITDAre	$	4,156		$	3,381		$	775			23	%
Adjusted EBITDAre	$	4,647		$	3,560		$	12,058		$	12,094

~~Revised~~EBITDAre decreased $3.7 million for the three months ended March 31, 2025 compared to ~~include~~the ~~straight-line~~three ~~rent~~months ~~expense~~ended March 31, 2024 mainly due to an increase in (i) net loss on fair value change in debt held under the fair value option and (ii) loss on derivative fair value adjustment. These losses were partially offset by an increase in total revenues. See “Results of Operations” above for ~~comparability~~further discussion.

Adjusted EBITDAre ~~decreased~~increased $0.38 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the three months ended ~~September~~March 3031, ~~2023~~2024 mainly due to an increase in ~~loss~~total ~~on derivative fair value adjustment~~revenues, partially offset by ana net increase in ~~total~~operating ~~revenues~~expenses and ana ~~overall~~net ~~decline~~decrease in ~~operating~~interest ~~expenses primarily relating to cost of services~~ and ~~property~~other ~~operating expenses~~income. See “Results of Operations” above for further discussion.

Adjusted EBITDAre increased $1.1 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 mainly due to an increase in total revenues, an increase in interest and other income and an overall decline in operating expenses primarily relating to cost of services, property operating expenses and general and administrative costs. See “Results of Operations” above for further discussion.

EBITDAre and Adjusted EBITDAre decreased $0.2 million and less than $0.1 million, respectively, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 mainly due to a decline in total revenues, partially offset by an increase in interest and other income and a decline in operating expenses primarily relating to cost of services and property operating expenses. See “Results of Operations” above for further discussion.

Liquidity and Capital Resources

Overview

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay any outstanding borrowings, fund and maintain our assets and operations and other general business needs.

Our short-term liquidity requirements consist primarily of debt service requirements, operating expenses, recurring capital expenditures (such as repairs and maintenance of our properties), and non-recurring capital expenditures (such as capital improvements ~~and tenant improvements). As of September 30, 2024 and November 6, 2024, we had unrestricted cash and cash equivalents of~~

4138

and tenant improvements). As of March 31, 2025 and May 30, 2025, we had unrestricted cash and cash equivalents of approximately $1813.05 million and $170.57 million, respectively, and restricted cash of approximately $4.8 million ~~and~~at ~~$5.1~~March ~~million~~31, ~~respectively~~2025, which is available for debt service shortfall requirements, certain capital expenditures, real estate taxes and insurance subject to the Fortress Member’s consent. There were no restricted cash as of May 30, 2025. As a result of the Rescission and Removal Notice, the Fortress Member has full control of all cash accounts owned by the Eagles Sub-OP and its subsidiaries, which accounts hold substantially all our cash. Any use of such cash by us or the Operating Partnership requires the consent of the Fortress Member, and we can provide no assurance that the Fortress Member will provide such consent. On May 20, 2025, the Fortress Member informed our board of directors that it will fund the Company’s general and administrative expenses for key personnel, licenses, software and other expenses to be approved by the Fortress Member for the next two months, up to a total of $750,000, after which the Fortress Member will determine the appropriate next steps. We project we will not have sufficient cash flow to cover our obligations over the next twelve months.

As of ~~September~~March 3031, ~~2024~~2025, we had three mortgage loans (Hollinswood Shopping Center Loan, Brookhill Azalea Shopping Center Loan and Avondale Shops Loan) with a combined principal balance outstanding of approximately $24.20 million that will mature within twelve months of the date that the condensed consolidated financial statements included in this report are issued. On ~~October~~May 286, ~~2024~~2025, we entered into an agreement to extend the maturity date of one of the ~~Hollinswood~~mortgage ~~Shopping~~loans ~~Center~~from ~~Loan~~June 1, 2025 to ~~March~~December 1, 2025., ~~Management~~and, ison May 20, 2025, we entered into an agreement to extend the maturity date of one of the mortgage loans from April 30, 2025 to July 29, 2025. Also, in ~~discussions~~May 2025, we reached a verbal agreement with the lender to extend the maturity date of the third mortgage loan from June 1, 2025 to September 1, 2025 with an option to extend it for an additional 90 days, but we can provide no assurance that the lender will enter into a definitive agreement to effect this extension. We sought only a short-term extension with the current ~~lenders~~lender as ~~well~~we asand ~~various~~the ~~other~~Fortress ~~lenders~~Member are seeking to ~~extend~~sell orthe ~~refinance~~property ~~these~~that ~~three~~secures the mortgage ~~loans~~loan. ~~prior~~We project that we will not have sufficient cash available to pay off the mortgage loans upon maturity and therefore we and the Fortress Member are seeking to sell the properties that secure the mortgage loans. Although we have a history of demonstrating our ability to successfully refinance our loans as they come due, there can be no assurances that we will be successful in our efforts to refinance the loans on favorable terms or at all. ~~While~~We ~~it is not our current plan, we~~ also have the option to sell the properties securing the loans and use the proceeds to satisfy the outstanding loan obligations. If we are ultimately unable to repay or refinance these loans or sell the properties prior to maturity, the lender has the right to place the loans in default and ultimately foreclose on the properties securing the loans. Under this circumstance, we would not have any further financial obligations to the lenders as the current estimated market values of these properties are in excess of the outstanding loan balances.

~~Our~~On ~~long~~May 21, 2024, we agreed with the Fortress Member that, after revision of the total yield calculation as of March 31, 2024, we did not meet the minimum total yield requirement under the Eagles Sub-~~term~~OP ~~liquidity~~Operating ~~requirements~~Agreement, ~~are~~which ~~expected~~would constitute a Trigger Event. Effective May 21, 2024, the Fortress Member and the Operating Partnership entered into the Temporary Waiver to ~~consist~~waive ~~primarily~~the oftotal ~~funds~~yield ~~necessary~~failure ~~for~~and the ~~repayment~~existence of ~~debt~~the atTrigger orEvent ~~prior~~until such time as the Fortress Member elected to ~~maturity~~revoke such waiver, ~~capital~~which ~~improvements~~the Fortress Member was entitled to do at any time in its sole discretion. On April 8, ~~development~~2025, the Fortress Member provided the Rescission and~~/or~~ ~~redevelopment~~Removal ofNotice, ~~properties~~which rescinded the Temporary Waiver and ~~property~~removed ~~acquisitions.~~the WeOperating ~~expect~~Partnership toas ~~meet~~the ~~our~~managing ~~long~~member of the Eagles Sub-~~term~~OP ~~liquidity~~in ~~requirements~~accordance ~~through~~with ~~net~~the ~~cash~~terms ~~from~~of ~~operations,~~the ~~additional~~Eagles ~~secured~~Sub-OP ~~and~~Operating ~~unsecured~~Agreement. ~~debt~~As a result of the Rescission and Removal Notice, ~~subject~~the toFortress ~~market~~Member ~~conditions,~~automatically became the ~~issuance~~managing member of ~~additional~~the ~~shares~~Eagles Sub-OP in accordance with the terms of ~~common~~the ~~stock,~~Eagles ~~preferred~~Sub-OP ~~stock~~Operating Agreement. The Rescission and Removal Notice also resulted in (i) the removal of any representatives of the Operating Partnership serving on any board of management of a subsidiary of the Eagles Sub-OP and (ii) the rescission of the rights of any agent or officer of the Eagles Sub-OP ~~units~~designated by the Operating Partnership, as the managing member of the Eagles Sub-OP.

~~Our~~All ~~access~~of toour ~~capital~~properties ~~depends~~are ~~upon~~owned aby ~~number~~subsidiaries of ~~factors~~the ~~over~~Eagles ~~which~~Sub-OP. weThe ~~have~~Fortress ~~little~~Member, orin noits ~~control,~~capacity ~~including~~as ~~general~~managing ~~market~~member ~~conditions~~of Eagles Sub-OP, intends to cause Eagles Sub-OP to sell one or more properties to third-party buyers unaffiliated with the ~~market’s~~Fortress ~~perception~~Member ofuntil ~~our~~the ~~current~~Preferred ~~and~~Equity ~~potential~~Investment ~~future~~has ~~earnings~~been redeemed for the Redemption Amount and ~~cash~~the ~~distributions,~~entire ~~our~~outstanding ~~current~~principal ~~debt~~balance ~~levels~~of the Fortress Mezzanine Loan and the ~~market~~Prepayment ~~price~~Premium ofhas been repaid. Further, the ~~shares~~Company and the Fortress Member are currently marketing certain of ~~our~~the ~~common~~properties ~~stock~~for sale. ~~Although~~We ~~our~~can ~~common~~provide ~~stock~~no isassurances ~~quoted~~as onto the ~~OTCQX~~timing ~~Best~~of ~~Market,~~the ~~there~~sales isof athe ~~very~~properties ~~limited~~or ~~trading~~that ~~market~~the ~~for~~properties ~~our~~will ~~common~~be ~~stock~~successfully sold. As of March 31, 2024, the Redemption Amount was $111.9 million and ifthe aoutstanding ~~more~~principal ~~active~~balance ~~trading~~of ~~market~~the isFortress ~~not~~Mezzanine ~~developed~~Loan and ~~sustained,~~the wePrepayment ~~will~~Premium bewas ~~limited~~$19.1 inmillion. ~~our~~The ~~ability~~combined tocarrying ~~issue~~amount ~~equity~~of tothe ~~fund~~Preferred ~~our~~Equity ~~capital~~Investment ~~needs~~and the Fortress Mezzanine Loan was approximately $118.3 Ifmillion weat ~~cannot~~March ~~obtain~~31, ~~capital~~2025. We can provide no assurances that the proceeds from ~~third-party~~the ~~sources,~~sales weof ~~may~~our ~~not~~properties will be ~~able~~sufficient to ~~meet~~pay the ~~capital~~Redemption Amount and ~~operating~~the ~~needs~~outstanding ofprincipal ~~our~~balance ~~properties,~~of ~~satisfy~~the ~~our~~Fortress ~~debt~~Mezzanine ~~service~~Loan ~~obligations~~and orthe ~~pay~~Prepayment ~~dividends~~Premium and to satisfy our ~~stockholders~~other liabilities. See Note 8 “Mortgage and Other Indebtedness” and Note 10 “Fortress Preferred Equity Investment” for additional information.

AsBased ~~described~~on ~~below~~the above, ~~under~~there is substantial doubt about our ~~existing~~ability ~~debt~~to ~~agreements,~~continue weas a going concern for a period of one year after the date that the condensed consolidated financial statements included in this report are ~~subject~~available to ~~continuing~~be ~~covenants~~issued. InOur ~~the~~ability ~~event~~to ofcontinue as a ~~default,~~going ~~the~~concern ~~lenders~~is ~~could~~dependent ~~accelerate~~on our ability to find third-party equity and/or debt financing to pay off the ~~timing~~Preferred ofEquity ~~payments~~Investment ~~under~~and the ~~applicable~~Fortress ~~debt~~Mezzanine ~~obligations,~~Loan or the Company and wethe ~~may~~Fortress beMember’s ~~required~~ability to ~~repay~~sell ~~such~~properties ~~debt~~as ~~with~~described ~~capital~~above. ~~from~~However, ~~other~~management ~~sources,~~cannot ~~which~~provide ~~may~~any ~~not~~assurances that we will be ~~available~~successful onin ~~attractive~~accomplishing ~~terms,~~any of our plans. If we cannot obtain third-party equity and/or atdebt ~~all~~financing, ~~which~~or ~~would~~if ~~have~~the aCompany ~~material~~and ~~adverse~~the ~~effect~~Fortress onMember ~~our~~cannot ~~liquidity~~sell properties as described above, ~~financial~~we ~~condition~~will not be able to satisfy our debt and ~~results~~preferred ofequity ~~operations~~obligations. AsThe ofaccompanying ~~September~~financial ~~30,~~statements ~~2024,~~have been prepared assuming that we ~~were~~will incontinue ~~compliance~~as ~~with~~a ~~all~~going ofconcern ~~the~~and ~~other~~do ~~covenants~~not ~~under~~include ~~our~~any ~~debt~~adjustments ~~agreements.~~that might result from the outcome of this uncertainty.

4239

As described below, under our existing debt agreements, we are subject to continuing covenants. In the event of a default, the lenders could accelerate the timing of payments under the applicable debt obligations, and we may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on our liquidity, financial condition and results of operations. Other than the event of default under the mezzanine loan agreement (the “Fortress Mezzanine Loan Agreement”) for the Fortress Mezzanine Loan, as of March 31, 2025, we were in compliance with all of the other covenants under our debt agreements.

Consolidated Indebtedness and Preferred Equity

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

The following table sets forth certain information regarding our outstanding indebtedness as of ~~September~~March 3031, ~~2024~~2025:

(dollars in thousands)	Maturity Date	Rate Type	Interest Rate	Balance Outstanding at ~~September~~March 3031, ~~2024~~2025
Hollinswood Shopping Center Loan	December 1, 2024 (1)	SOFR + 2.36% (2)	4.06%		12,188
Hollinswood Shopping Center Loan (1)	June 1, 2025	SOFR + 2.36%	6.68%		12,048
Avondale Shops Loan	June 1, 2025 (2)	Fixed	4.00%		2,~~776~~714
Vista Shops at Golden Mile Loan (net of discount of $87) (3)	February 8, 2029	Fixed	6.90%		16,044
Vista Shops at Golden Mile Loan (net of discount of $77) (3)	February 8, 2029	SOFR + 2.75%	6.90%		15,934
Brookhill Azalea Shopping Center Loan	~~January~~April 3130, 2025 (4)	SOFR + 2.75%	7.6007%		9,~~197~~198
Crestview Shopping Center Loan (net of discount of $38)	September 29, 2026	Fixed	7.83%		11,929
Crestview Shopping Center Loan (net of discount of $28)	September 29, 2026	Fixed	7.83%		11,817
Lamar Station Plaza West Loan (net of discount of $59)	December 10, 2027	Fixed	5.67%		18,668
Lamar Station Plaza West Loan (net of discount of $49)	December 10, 2027	Fixed	5.67%		18,498
Highlandtown Village Shopping Center Loan (net of discount of $31)	May 10, 2028	SOFR + 2.5% (4)	6.085%		8,719
Highlandtown Village Shopping Center Loan (net of discount of $27)	May 10, 2028	SOFR + 2.5% (5)	6.09%		8,723
Midtown Colonial and Midtown Lamonticello Shopping Center Loan (net of discount of $187)	May 1, 2027	Fixed	7.92%		18,973
Midtown Colonial and Midtown Lamonticello Shopping Center Loan (net of discount of $150)	May 1, 2027	Fixed	7.92%		19,010
Midtown Row Loan (net of discount of $15)	December 1, 2027	Fixed	6.48%		75,985
Midtown Row Loan (net of discount of $13)	December 1, 2027	Fixed	6.48%		75,987
Midtown Row/Fortress Mezzanine Loan (5)	December 1, 2027	Fixed	13.00% (6)		15,450
Midtown Row/Fortress Mezzanine Loan (6)	December 1, 2027	Fixed	14.00% (7)		16,688
Cromwell Field Shopping Center Loan (net of discount of $49)	December 22, 2027	Fixed	6.71%		12,381
Cromwell Field Shopping Center Loan (net of discount of $41)	December 22, 2027	Fixed	6.71%		12,897		(8)
Coral Hills Shopping Center Loan (net of discount of $174)	October 31, 2033	Fixed	6.95%		12,429
Coral Hills Shopping Center Loan (net of discount of $165)	October 31, 2033	Fixed	6.95%		12,336
West Broad Shopping Center Loan (net of discount of $81)	December 21, 2033	Fixed	7.00%		11,589
West Broad Shopping Center Loan (net of discount of $77)	December 21, 2033	Fixed	7.00%		11,498
The Shops at Greenwood Village (net of discount of $67)	October 10, 2028	SOFR + 2.85%	5.85%		21,790
The Shops at Greenwood Village (net of discount of $59)	October 10, 2028	SOFR + 2.85% (9)	5.85%		21,494
				$	248,~~118~~842
Unamortized deferred financing costs, net					(21,~~290~~978	)
Total Mortgage and Other Indebtedness				$	~~245~~246,~~828~~864

(1)

On ~~October~~March 2827, ~~2024~~2025, we entered into an agreement to extend the maturity date of this loan to ~~March~~June 1, 2025. In May 2025, we reached a verbal agreement with the lender to further extend the maturity date of this loan to September 1, 2025 with an option to extend the maturity date for an additional 90 days, but we can provide no assurance that the lender will enter into a definitive agreement to effect this extension.

(2)

WeOn ~~have~~May 6, 2025, we entered into an ~~interest~~agreement ~~rate~~to ~~swap~~extend ~~which fixes~~ the ~~interest~~maturity ~~rate~~date of this loan atto ~~4.06% until~~ December 1, ~~2024~~2025.

(3)

OnWe ~~February~~have ~~8, 2024, we refinanced the Vista Shops at Golden Mile Loan to extend the maturity date to February 8, 2029 and~~ entered into an interest rate swap which fixes the interest rate of ~~the~~this ~~new~~ loan at 6.90%.

(4)

WeOn ~~have~~January 31, 2025, we entered into an ~~interest~~agreement ~~rate~~to ~~swap~~extend ~~which~~the ~~fixes~~maturity date of this loan to April 30, 2025. On May 20, 2025, we entered into another agreement to further extend the ~~interest~~maturity ~~rate~~date of this loan atto 6July 29, 2025 and amend the interest rate to SOFR plus 3.~~085~~09%.

(5)

~~The~~We ~~outstanding~~have ~~balance~~entered ~~reflects~~into an interest rate swap which fixes the ~~fair~~interest ~~value~~rate of ~~the~~this ~~debt~~loan at 6.09%.

(6)

AThe ~~portion~~outstanding ofbalance ~~the~~reflects ~~interest on this loan is paid in cash (~~the ~~“Current~~fair ~~Interest”)~~value ~~and a portion~~ of the ~~interest is capitalized and added to the principal amount of the loan each month (the “Capitalized Interest” and, together with the Current Interest, the “Mezzanine Loan Interest”)~~debt. ~~The initial Mezzanine Loan Interest rate was 12% per annum, comprised of a 5% Current Interest rate and a 7% Capitalized Interest rate. The Capitalized Interest rate increases each year by 1%.~~

(7)

AsA portion of ~~September~~the ~~30,~~interest ~~2024~~on ~~and~~this ~~December~~loan ~~31,~~is ~~2023,~~paid wein ~~had~~cash ~~approximately~~(the ~~$232.7~~“Current ~~million~~Interest”) and ~~$208.4~~a ~~million,~~portion ~~respectively,~~ of ~~outstanding~~the ~~mortgage~~interest ~~indebtedness~~is ~~secured~~capitalized byand ~~individual~~added ~~properties.~~to ~~The~~the ~~Hollinswood~~principal ~~mortgage,~~amount ~~Vista~~of ~~Shops~~the ~~mortgage,~~loan ~~Brookhill~~each ~~mortgage,~~month ~~Crestview~~(the ~~mortgage,~~“Capitalized ~~Highlandtown~~Interest” ~~mortgage~~and, ~~Cromwell~~together ~~mortgage~~with the Current Interest, ~~Lamar~~the ~~Station~~“Mezzanine ~~Plaza~~Loan ~~West~~Interest”). ~~mortgage,~~The ~~Midtown~~initial ~~Row~~Mezzanine ~~mortgage,~~Loan ~~Coral~~Interest ~~Hills~~rate ~~mortgage~~was 12% per annum, ~~West~~comprised ~~Broad~~of ~~mortgage~~a 5% Current Interest rate and ~~Greenwood~~a ~~Village~~7% ~~mortgage~~Capitalized ~~require~~Interest ~~the~~rate. ~~Company~~The toCapitalized ~~maintain~~Interest arate ~~minimum~~increases ~~debt~~each ~~service~~year ~~coverage~~by ~~ratio~~1% (and, as ~~such~~of ~~term~~March is31, ~~defined~~2025, inwas 9%. Effective April 8, 2025, the ~~respective~~interest ~~loan~~rate ~~agreements)~~was increased by 4% as ~~follows~~a inresult of the ~~table~~Trigger ~~below~~Event.

(8)

43At March 31, 2025, there was additional borrowing capacity of $2.1 million available to us to fund leasing costs and for the performance earnout.

		Minimum Debt Service Coverage
Hollinswood Shopping Center		1.40 to 1.00
Vista Shops at Golden Mile		1.25 to 1.00
Brookhill Azalea Shopping Center		1.30 to 1.00
Crestview Shopping Center		1.25 to 1.00
Highlandtown Village Shopping Center		1.25 to 1.00
Cromwell Field Shopping Center (1)		1.20 to 1.00
Lamar Station Plaza West		1.30 to 1.00
Midtown Row		1.15 to 1.00
Coral Hills Shopping Center		1.20 to 1.00
West Broad Shopping Center		1.25 to 1.00
The Shops at Greenwood Village		1.40 to 1.00

(9)

~~The~~We ~~debt~~entered ~~service~~into ~~coverage~~an ~~ratio~~interest ~~testing~~rate ~~commenced~~swap ~~December~~which ~~31,~~fixes ~~2023 with~~ the ~~following~~interest ~~requirements:~~rate ~~(i) 1.20 to 1.00 as~~ of ~~December~~this ~~31,~~loan ~~2023;~~at ~~(ii) 1~~5.~~55 to 1~~85%.~~00 as of December 31, 2024 and (iii) 1.35 to 1.00 as of December 31, 2025 and for the remaining term of the loan.~~

OnAs ~~April~~of 30March 31, 2025 and December 31, 2024, we ~~received~~had aapproximately $19232.2 million ~~loan~~and $232.3 million, respectively, of outstanding mortgage indebtedness secured by ~~Midtown~~individual ~~Colonial~~properties. ~~and~~The ~~Midtown~~Hollinswood ~~Lamonticello~~mortgage, ~~which~~Vista ~~bears~~Shops ~~interest~~mortgage, atBrookhill amortgage, ~~rate~~Crestview ofmortgage, ~~7.92%~~Highlandtown ~~per~~mortgage, ~~annum~~Cromwell ~~and~~mortgage, ~~matures~~Lamar onStation ~~May~~Plaza 1West mortgage, ~~2027.~~Midtown WeRow ~~used~~mortgage, aCoral ~~portion~~Hills ofmortgage, ~~the~~West ~~proceeds~~Broad ~~from~~mortgage ~~the~~and ~~new~~Greenwood Village mortgage ~~loan~~require tothe ~~pay~~Company ~~off~~to ~~the~~maintain ~~loan~~a ~~that~~minimum ~~was~~debt ~~previously~~service ~~secured~~coverage byratio ~~Midtown~~(as ~~Colonial~~such ~~and~~term ~~Midtown~~is ~~Lamonticello~~defined (in the ~~“Basis~~respective ~~Term~~loan ~~Loan”~~agreements) as follows in the table below.

As of September 30, 2024, we were in compliance with all covenants under our debt agreements.


		Minimum Debt Service Coverage
Hollinswood Shopping Center		1.40 to 1.00
Vista Shops at Golden Mile		1.25 to 1.00
Brookhill Azalea Shopping Center		1.30 to 1.00
Crestview Shopping Center		1.25 to 1.00
Highlandtown Village Shopping Center		1.25 to 1.00
Cromwell Field Shopping Center (1)		1.20 to 1.00
Lamar Station Plaza West		1.30 to 1.00
Midtown Row		1.15 to 1.00
Coral Hills Shopping Center		1.20 to 1.00
West Broad Shopping Center		1.25 to 1.00
The Shops at Greenwood Village		1.40 to 1.00

(1)

~~See~~The ~~Note~~debt 8service coverage ratio testing commenced December 31, ~~“Mortgage~~2023 with the following requirements: (i) 1.20 to 1.00 as of December 31, 2023; (ii) 1.20 to 1.00 as of December 31, 2024 and ~~Other~~(iii) ~~Indebtedness”~~1.35 to 1.00 as of December 31, 2025 and for ~~further~~the ~~information~~remaining term of the loan.

Other than the event of default under the Fortress ~~Preferred~~Mezzanine ~~Equity~~Loan ~~Investment~~Agreement, as of March 31, 2025, we were in compliance with all covenants under our debt agreements.

~~On November 22, 2022, the Company, the Operating Partnership and the Eagles Sub-OP entered into a Preferred Equity Investment Agreement with the~~ Fortress ~~Member~~Mezzanine ~~pursuant to which the Fortress Member invested $80.0 million in the Eagles Sub-OP in exchange for the Fortress Preferred Interest.~~ Loan

In connection with the ~~Preferred~~acquisition ~~Equity~~of ~~Investment~~Midtown Row, ~~the~~we ~~Operating Partnership and the Fortress Member~~ entered into ~~the~~a ~~Eagles~~$15.0 ~~Sub-OP~~million ~~Operating~~mezzanine ~~Agreement,~~loan ~~and~~ (the ~~Operating~~“Fortress ~~Partnership~~Mezzanine ~~contributed~~Loan”) tosecured ~~the~~by ~~Eagles~~100% ~~Sub-OP~~of ~~its~~the ~~subsidiaries~~membership ~~that,~~interests ~~directly~~in orthe ~~indirectly,~~entity ~~own~~that ~~Brookhill~~owns ~~Azalea~~Midtown ~~Shopping~~Row. ~~Center,~~The ~~Vista~~mezzanine ~~Shops,~~loan ~~Hollinswood~~matures ~~Shopping~~on ~~Center,~~December ~~Avondale Shops~~1, ~~Greenwood~~2027. ~~Village~~The ~~Shopping~~Fortress ~~Center~~Mezzanine ~~and~~Loan ~~Lamar~~Agreement ~~Station~~provides ~~Plaza~~for ~~East~~cross-default in ~~November~~the ~~2022,~~event asof ~~well~~a asTrigger ~~Cromwell~~Event ~~Field~~under ~~in December 2022. Pursuant to~~ the Eagles Sub-OP Operating Agreement, ~~the Operating Partnership had the obligation to contribute to the Eagles Sub-OP its direct~~ or ~~indirect~~an ~~subsidiaries~~event ~~owning eight properties. As~~ of ~~September~~default ~~30,~~under ~~2024,~~ the ~~Operating~~loan ~~Partnership~~agreement ~~had~~for ~~contributed to~~ the ~~Eagles Sub-OP its subsidiaries that own Highlandtown, Crestview, Coral Hills, West Broad,~~ Midtown ~~Colonial~~Row ~~and Midtown Lamonticello and, with the approval of the Fortress Member, sold Spotswood and Dekalb Plaza (collectively, the “Excluded Properties”)~~mortgage.

~~Pursuant~~As todiscussed ~~the~~below, ~~Amended~~effective ~~and~~May ~~Restated~~21, ~~Limited Liability Company Agreement of the Eagles Sub-OP (the “Eagles Sub-OP Operating Agreement”)~~2024, the Fortress Member isand ~~entitled~~the toOperating ~~monthly~~Partnership ~~distributions,~~entered ainto ~~portion of which is paid in cash (~~the ~~“Current~~Temporary ~~Preferred~~Waiver. ~~Return”)~~On ~~and~~April a8, ~~portion~~2025, ~~that accrues on and is added to~~ the ~~Preferred~~Fortress ~~Equity~~Member ~~Investment~~provided ~~each month (~~the ~~“Capitalized~~Rescission ~~Preferred Return”~~ and, ~~together~~Removal ~~with the Current Preferred Return, the “Preferred Return”)~~Notice. ~~The initial Preferred Return was 12% per annum~~Accordingly, ~~comprised~~as of a 5%result ~~Current~~of ~~Preferred~~the ~~Return~~Rescission and aRemoval 7%Notice ~~Capitalized~~and ~~Preferred Return, provided that, until certain of~~ the ~~Excluded~~resulting ~~Properties~~Trigger ~~were~~Event ~~contributed~~under to the Eagles Sub-OP, ~~the~~Operating ~~Capitalized~~Agreement, ~~Preferred~~an ~~Return~~event ~~was~~of ~~increased~~default byexists ~~4.75%.~~and ~~The~~is ~~Capitalized~~continuing ~~Preferred~~under ~~Return~~the ~~increases~~Fortress ~~each~~Mezzanine ~~year by 1%~~Loan. ~~Commencing~~As ona ~~November~~result ~~22,~~of ~~2027,~~ the ~~Preferred~~event ~~Return~~of ~~will be 19% per annum~~default, ~~all~~(i) ~~payable~~CF inFlyer ~~cash,~~Mezz ~~and~~may ~~will~~require ~~increase~~the animmediate ~~additional~~payment 3%of ~~each~~all ~~year~~amounts ~~thereafter.~~owed ~~Upon~~under ~~(i)~~ the ~~occurrence~~Fortress ofMezzanine ~~a Trigger Event~~Loan, (ii) ~~during~~CF aFlyer ~~three-month~~Mezz ~~period~~may inforeclose ~~which distributions~~ on the ~~Preferred~~collateral ~~Equity~~for ~~Investment~~the ~~are~~Fortress ~~not~~Mezzanine ~~made~~Loan, ~~because~~(iii) ~~such~~the ~~payments~~interest ~~would~~rate ~~cause a violation~~ of ~~Delaware~~the ~~law~~Fortress orMezzanine ~~(iii)~~Loan ifautomatically aincreased ~~Qualified~~by ~~Public~~the ~~Offering~~lesser ~~has~~of ~~not~~4% ~~occurred on~~ or ~~prior~~the tomaximum ~~November~~rate ~~22,~~permitted ~~2027,~~by ~~the~~applicable ~~entire~~law ~~Preferred~~and ~~Return~~(iv) ~~shall~~CF ~~accrue~~Flyer atMezz ~~the~~may ~~then-applicable~~apply ~~Preferred~~any ~~Return~~sums ~~plus~~in 4%any ~~and~~cash ~~shall~~management besystem ~~payable~~account ~~monthly~~ in ~~cash.~~any Asorder ofand ~~September~~in ~~30,~~any ~~2024,~~manner ~~the~~as ~~Capitalized~~CF ~~Preferred~~Flyer ~~Return~~Mezz ~~was~~may ~~approximately $17~~elect.1 ~~million~~If ~~and~~CF isFlyer ~~reflected~~Mezz ~~within~~accelerates ~~Redeemable~~the ~~noncontrolling~~maturity ~~Fortress~~date ~~preferred~~of ~~interest~~all onor ~~the~~any ~~condensed~~portion ~~consolidated~~of ~~balance~~the ~~sheets.~~Fortress ~~For~~Mezzanine ~~the~~Loan ~~three~~by ~~months~~reason ~~ended~~of ~~September~~the ~~30,~~event ~~2024~~of ~~and~~default, ~~2023~~then, wein ~~recognized~~addition ~~$1.2~~to ~~million~~the ~~and~~payment ~~$1.1 million, respectively,~~ of ~~Current~~the ~~Preferred~~outstanding ~~Return~~principal and ~~$2.0~~accrued ~~million~~ and ~~$2.6~~unpaid ~~million,~~interest ~~respectively,~~ of ~~Capitalized~~the ~~Preferred~~Fortress ~~Return~~Mezzanine Loan, asCF aFlyer ~~reduction~~Mezz towill ~~additional~~be ~~paid-in~~entitled ~~capital~~to inreceive ~~the~~a ~~condensed~~prepayment ~~consolidated~~premium ~~statements~~in ofan ~~equity.~~amount ~~For~~sufficient ~~the~~to ~~nine~~provide ~~months~~CF ~~ended~~Flyer ~~September~~Mezz ~~30,~~with ~~2024~~the ~~and~~greater ~~2023,~~of we(i) ~~recognized~~all ~~$3.6~~accrued ~~million~~ and ~~$3.2~~unpaid ~~million,~~interest ~~respectively,~~(including ofall ~~Current~~accrued ~~Preferred Return~~ and ~~$5.7~~unpaid ~~million~~capitalized ~~and~~interest) ~~$7.5~~with ~~million,~~respect ~~respectively,~~to ofthe ~~Capitalized~~Fortress ~~Preferred~~Mezzanine ~~Return,~~Loan asand (ii) a ~~reduction~~1.40x tominimum ~~additional~~multiple ~~paid-in~~on ~~capital~~the inamount of the ~~condensed~~Fortress ~~consolidated~~Mezzanine ~~statements~~Loan of(the ~~equity~~“Prepayment Premium”).

OnThe ~~May~~previously ~~21,~~disclosed ~~2024,~~note wesale ~~agreed~~and ~~with~~assignment ~~the Fortress Member that~~agreement, ~~after~~pursuant ~~revision~~to ofwhich ~~the~~CF ~~total~~Flyer ~~yield~~Mezz ~~calculation~~Holdings ~~as of March 31~~LLC, ~~2024,~~the welender ~~did~~under ~~not meet~~ the ~~minimum~~Fortress ~~total~~Mezzanine ~~yield~~Loan ~~requirement,~~(“CF ~~which~~Flyer ~~would~~Mezz”) ~~have~~and ~~been~~an aaffiliate ~~Trigger~~of ~~Event.~~Fortress, ~~Effective~~agreed ~~May~~to ~~21,~~sell ~~2024,~~ the Fortress ~~Member~~Mezzanine ~~and~~Loan, ~~the~~was ~~Operating~~

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