What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 211 added, 121 removed, 576 unchanged (37% of the section changed)

17 unchanged sentences

Total liabilities

Commitments and Contingencies (see Note 6)

Preferred stock, $ 0.01 par value, 20,000 shares authorized, none issued or outstanding

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,699 issued and outstanding as of March 31, 2025 and 12,708 issued and outstanding as of December 31, 2024

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,698 issued and outstanding as of June 30, 2025 and 12,708 issued and outstanding as of December 31, 2024

Additional paid in capital

6 unchanged sentences

Consolidated and Combined Statements of Operations

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

in thousands, except per share data

23 unchanged sentences

Consolidated and Combined Statements of Cash Flows

Three months ended March 31,

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

7 unchanged sentences

Other assets and deferred expenses

Deferred expenses

Accounts payable and other liabilities

8 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Principal payments on mortgages payable

Taxes paid on restricted stock vesting

27 unchanged sentences

Balance, March 31, 2024

Net transfers from Former Parent

Balance, June 30, 2024

Balance, December 31, 2024

Net income (loss)

Fees paid in connection with equity issuances

Shares acquired to satisfy minimum required tax withholding on vesting restricted stock

Preferred distributions to noncontrolling interest in subsidiary

Fees in connection with the Rights Offering

Shares acquired to satisfy minimum required tax withholding on vesting restricted stock

Stock compensation

Balance, March 31, 2025

Net income (loss)

Preferred distributions to noncontrolling interest in subsidiary

Fees in connection with the Rights Offering

Shares acquired to satisfy minimum required tax withholding on vesting restricted stock

Stock compensation

Balance, June 30, 2025

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

9 unchanged sentences

On August 1, 2024, the Company’s common stock began trading on the NYSE American LLC under the symbol “SEG”.

On June 30, 2025, the Company transferred the listing of the Company’s common stock from the NYSE American LLC to the New York Stock Exchange, continuing to trade under the symbol “SEG.”

The Company was formed to own, operate and develop a unique collection of assets positioned at the intersection of entertainment and real estate and consists of three operating segments:

12 unchanged sentences

Our financial statements for the periods beginning on and after August 1, 2024 are consolidated financial statements based on our financial position, results of operations and cash flows as a standalone company.

The accompanying Unaudited Consolidated Financial Statements as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 have been prepared on a standalone basis and are derived from the accounting records of the Company.

The accompanying Unaudited Combined Financial Statements for the three months ended March 31, 2024 have been prepared on a carve-out basis and are derived from the combined financial statements and accounting records of HHH as discussed below.

The accompanying Unaudited Consolidated Financial Statements as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 have been prepared on a standalone basis and are derived from the accounting records of the Company.

The accompanying Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 have been prepared on a carve-out basis and are derived from the combined financial statements and accounting records of HHH as discussed below.

The accompanying Unaudited Consolidated and Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

The accompanying Unaudited Consolidated and Combined Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the Company’s financial position, results of operations, and cash flows would have been had the Company operated as a standalone company during all of the periods presented.

The accompanying Unaudited Consolidated

and Combined Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the Company’s financial position, results of operations, and cash flows would have been had the Company operated as a standalone company during all of the periods presented.

The accompanying Unaudited Consolidated and Combined Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements.

4 unchanged sentences

Basis of Presentation - Prior to Separation

The Unaudited Combined Financial Statements for the three months ended March 31, 2024 are presented as if the Company had been carved out of HHH.

The Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 are presented as if the Company had been carved out of HHH.

These Unaudited Combined Financial Statements reflect historical operations attributable to the Company and significant assumptions and allocations as well as attribution of certain assets and liabilities that were held by HHH prior to the Separation which are specifically identifiable or attributable to the Company.

1 unchanged sentence

All transactions between the Company and HHH are considered to be effectively settled in the Unaudited Combined Financial Statements at the time the transaction is recorded, other than transactions described in Note 12 – Related-Party Transactions that have historically been settled in cash.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows for the three months ended March 31, 2024 as a financing activity.

These Unaudited Combined Financial Statements for the three months ended March 31, 2024 include expense allocations for:

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows for the six months ended June 30, 2024 as a financing activity.

These Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 include expense allocations for:

(1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, facilities, and risk management;

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For an additional discussion and quantification of expense allocations, see Note 12 – Related-Party Transactions .

Management believes the assumptions underlying the Unaudited Combined Financial Statements for the three months ended March 31, 2024, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented.

Nevertheless, the Unaudited Combined Financial Statements for the three months ended March 31, 2024 may not reflect the results of operations, financial position and cash flows had the Company been a standalone company during the period.

Actual costs that the Company may have incurred had it been a standalone company during the three months ended March 31, 2024 would depend on several factors, including the chosen organization structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Debt obligations and related financing costs of HHH have not been included in the Unaudited Combined Financial Statements for the three months ended March 31, 2024, because the Company’s business was not a party to the obligations between HHH and the debt holders.

Management believes the assumptions underlying the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented.

Nevertheless, the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 may not reflect the results of operations, financial position and cash flows had the Company been a standalone company during the period.

Actual costs that the Company may have incurred had it been a standalone company during the three and six months ended June 30, 2024 would depend on several factors, including the chosen organization structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Debt obligations and related financing costs of HHH have not been included in the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024, because the Company’s business was not a party to the obligations between HHH and the debt holders.

Further, the Company did not guarantee any of HHH’s debt obligations.

3 unchanged sentences

HHH maintains stock-based compensation plans at a corporate level.

The Company’s employees participated in such plans prior to the Separation and the portion of the cost of those plans related to the Company’s employees is included in the Unaudited Combined Statements of Operations for the three months ended March 31, 2024.

Prior to the Separation,

the Company established the Seaport Entertainment Group Inc.

Prior to the Separation, the Company established the Seaport Entertainment Group Inc.

2024 Equity Incentive Plan, and subsequent to July 31, 2024, the Company issued stock-based awards pursuant to such plan.

Net investment by Former Parent in the Unaudited Combined Statement of Equity for the three months ended March 31, 2024 represents HHH’s historical investment in the Company, the net effect of transactions with and allocations from HHH, and the Company’s retained earnings.

All transactions reflected in Net investment by Former Parent have been considered as financing activities for purposes of the Unaudited Combined Statement of Cash Flows for the three months ended March 31, 2024.

Net investment by Former Parent in the Unaudited Combined Statement of Equity for the three and six months ended June 30, 2024 represents HHH’s historical investment in the Company, the net effect of transactions with and allocations from HHH, and the Company’s retained earnings.

For additional information, see “Basis of Presentation - Prior to Separation” above and Note 12 – Related-Party Transactions .

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Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

The Company has reclassified an aggregate of $ 1.6 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 0.5 million and $ 1.1 million, respectively, on our Unaudited Combined Statement of Operations for the three months ended March 31, 2024.

The provision for (recovery of) doubtful accounts has been reclassified into Hospitality costs, Entertainment costs, and Operating costs for all periods presented.

The Company has reclassified an aggregate of $ 3.1 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 1.2 million and $ 1.9 million, respectively, on our Unaudited Combined Statement of Operations for the three months ended June 30, 2024.

The Company has reclassified an aggregate of $ 4.7 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 1.7 million and $ 3.0 million, respectively, on our Unaudited Combined Statement of Operations for the six months ended June 30, 2024.

The provision for (recovery of) doubtful accounts of $ 1.3 million and $ 2.3 million for the three and six months ended June 30, 2024, respectively, has been reclassified into Hospitality costs, Entertainment costs, and Operating costs on our Unaudited Combined Statement of Operations.

Certain reclassifications were also made to conform the prior period segment reporting to the current period segment presentation.

These reclassifications are not material to the Unaudited Combined Statement of Operations for the three months ended March 31, 2024.

These reclassifications are not material to the Unaudited Combined Statements of Operations for the three and six months ended June 30, 2024.

Refer to Note 11 – Segments for additional information regarding the Company’s reportable operating segments.

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As required under ASC 326 Financial Instruments – Credit Losses (ASC 326), the Company assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio.

As of March 31, 2025 and December 31, 2024, there were no material past due receivables and there have been no material write-offs or recoveries of amounts previously written-off.

As of June 30, 2025 and December 31, 2024, there were no material past due receivables and there have been no material write-offs or recoveries of amounts previously written-off.

The following table represents the components of Accounts receivable, net of amounts considered uncollectible, in the accompanying Unaudited Consolidated Balance Sheets as of:

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Accounts receivable, net (a)

(a) As of March 31, 2025 and December 31, 2024, the total reserve balance was $ 1.4 million and $ 2.6 million, respectively.

(a) As of June 30, 2025 and December 31, 2024, the total reserve balance was $ 1.4 million and $ 2.6 million, respectively.

The following table summarizes the impacts of the collectability reserves in the accompanying Unaudited Consolidated and Combined Statements of Operations:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Statements of Operations Location

4 unchanged sentences

Total (income) expense impact

As of March 31, 2025, one related party had an accounts receivable balance of $ 1.5 million, which represented approximately 13.7 % of the Company’s accounts receivable.

See Note 12 – Related-Party Transactions for additional information.

As of December 31, 2024, no customer accounted for greater than 10% of the Company’s accounts receivable.

As of June 30, 2025 and December 31, 2024, no customer accounted for greater than 10% of the Company’s accounts receivable.

Stock-Based Compensation

4 unchanged sentences

Stock-based compensation expense is based on awards outstanding, and forfeitures are recognized as they occur.

Stock-based compensation expense is included as part of General and administrative expenses in the accompanying Unaudited Consolidated and Combined Statements of Operations.

Stock-based compensation expense is included as part of expenses in the accompanying Unaudited Consolidated and Combined Statements of Operations.

Earnings (Loss) per Share

7 unchanged sentences

Impairment indicators include, but are not limited to, significant changes in projected completion dates, stabilization dates, operating revenues or cash flows, development costs, circumstances related to ongoing low occupancy, and market factors.

The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, and estimated holding periods for the applicable assets.

rates, and estimated holding periods for the applicable assets.

Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows.

6 unchanged sentences

Hospitality Revenue

Hospitality revenue is generated by the Seaport restaurants and the Tin Building by Jean-Georges through customer transactions or through agreements with sponsors.

Hospitality revenue is generated by the Seaport restaurants and the Tin Building by Jean-Georges (as defined below) through customer transactions or through agreements with sponsors.

The customer transaction price is the net amount collected from the customer and is recognized as revenue at a point in time when the food or beverage is provided to the customer.

4 unchanged sentences

Baseball season ticket sales are recognized over time as games take place.

Single baseball and concert tickets are recognized at a point in time.

The baseball and concert related payments are made in advance or on the day of the event.

Single baseball and concert tickets are recognized at a point in time as the games and concerts take place.

Baseball and concert ticket-related payments are made in advance or on the day of the event.

Events-related service revenue is recognized at the time the customer receives the benefit of the service, with a portion of related payments made in advance, as per the agreements, and the remainder of the payment made on the day of the event.

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Rental revenue is associated with the Company’s Landlord Operations assets and is comprised of minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, and overage rent.

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset.

Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants.

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset.

Percentage rent in lieu of fixed minimum rent is recognized as sales are reported by tenants.

Minimum rent revenues also include amortization related to above and below-market tenant leases on acquired properties.

4 unchanged sentences

When the Company is the owner of the tenant improvements, rental revenue begins when the improvements are substantially complete.

When the tenant is the owner of the tenant improvements, any tenant

allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term.

When the tenant is the owner of the tenant improvements, any tenant allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term.

Other Revenue

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The amendments in this ASU will become effective for fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted.

The Company will plan to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements, and is currently evaluating the impact this guidance will have on the disclosures included in the Unaudited Notes to the Consolidated and Combined Financial Statements.

The Company plans to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements, and is currently evaluating the impact this guidance will have on the disclosures included in the Unaudited Notes to the Consolidated and Combined Financial Statements.

In July 2025, the FASB issued ASU-2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The standard introduces a practical expedient for all entities and an accounting policy election for entities other than public business entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2025.

The Company is currently evaluating the guidance and its impact on the Company’s Unaudited Consolidated and Combined Financial Statements.

Investments in Unconsolidated Ventures

6 unchanged sentences

Carrying Value

Share of Earnings (Losses)/ Dividends

Share of Earnings (Losses)/ Distributions

Three months ended

Six months ended

in thousands except percentages

1 unchanged sentence

The Lawn Club (b)

Tin Building by Jean-Georges (b) (c)

Tin Building by Jean-Georges (b) (c) (d)

Jean-Georges Restaurants

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Refer to discussion below for additional details.

(d) On June 30, 2025, the Company’s ownership interest in the Tin Building by Jean-Georges increased to 100% through the execution of membership interest transfers from HHC Seafood Market Member, LLC, an indirect subsidiary of the Company (“HHC Seafood”), and VS-Fulton Seafood Market LLC, a wholly owned subsidiary of Jean-Georges Restaurants (“Fulton Partner” and together with HHC Seafood, the “Assignors”) to a wholly owned subsidiary of the Company.

Refer to discussion below for additional details.

The Lawn Club

7 unchanged sentences

Tin Building by Jean-Georges

In 2015, the Company, together with VS-Fulton Seafood Market, LLC (“Fulton Partner”), formed Fulton Seafood Market, LLC (“Tin Building by Jean-Georges”) to operate a 53,783 square foot culinary marketplace in the historic Tin Building.

The Fulton Partner is a wholly owned subsidiary of Jean-Georges Restaurants.

In 2015, the Company, together with Fulton Partner, formed Fulton Seafood Market, LLC (“Tin Building by Jean-Georges”) to operate a 53,783 square foot culinary marketplace in the historic Tin Building.

The Fulton Partner is a wholly

owned subsidiary of Jean-Georges Restaurants.

The Company purchased a 25 % interest in Jean-Georges Restaurants in March 2022 as discussed below.

On June 30, 2025, the Assignors entered into a membership interest transfer agreement pursuant to which the Assignors transferred 100% of their interests in the Tin Building by Jean-Georges to an indirect subsidiary of the Company.

As a result of the transfer, an indirect subsidiary of the Company became the sole member of the Tin Building by Jean-Georges.

The Company owns 100 % of the Tin Building and leased 100 % of the space to the Tin Building by Jean-Georges joint venture.

Throughout these Unaudited Notes to the Consolidated and Combined Financial Statements, references to the Tin Building relate to the Company’s 100 % owned landlord operations and references to the Tin Building by Jean-Georges refer to the hospitality business in which the Company has an equity ownership interest.

The Company, as landlord, funded 100 % of the development and construction of the Tin Building.

Under the terms of the Tin Building by Jean-Georges LLC agreement, the Company contributes the cash necessary to fund pre-opening, opening and operating costs of the Tin Building by Jean-Georges.

The Fulton Partner is not required to make any capital contributions.

Under the previous terms of the Tin Building by Jean-Georges LLC agreement, the Company contributed the cash necessary to fund pre-opening, opening and operating costs of the Tin Building by Jean-Georges.

The Fulton Partner was not required to make any capital contributions.

The Tin Building was completed and placed in service during the third quarter of 2022 and the Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022.

Based on capital contribution and distribution provisions for the Tin Building by Jean-Georges, the Company currently receives substantially all of the economic interest in the venture.

Upon return of the Company’s contributed capital and a preferred return to the Company, distribution and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest.

The Tin Building by Jean-Georges was previously classified as a variable interest entity.

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We will continue to obtain information to assist in determining the fair value of net assets assumed during the measurement period.

The Company expects to finalize these amounts as soon as possible but no later than one

year from the date of consolidation.

The Company expects to finalize these amounts as soon as possible but no later than one year from the date of consolidation.

The table below presents the preliminary allocation to the estimated fair value of identifiable assets and liabilities assumed:

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Net assets assumed

The unaudited supplemental pro forma revenues and net losses of the Company were $ 18.2 million and $ 44.1 million, respectively, for the three months ended March 31 2024, and have been prepared for the Company as if the Tin Building by Jean-Georges was consolidated by the Company on January 1, 2024.

The unaudited supplemental pro forma revenues and net losses of the Company were $ 39.4 million and $ 35.0 million, respectively, for the three months ended June 30, 2024 and $ 57.8 million and $ 79.1 million, respectively, for the six months ended June 30, 2024, and have been prepared for the Company as if the Tin Building by Jean-Georges was consolidated by the Company on January 1, 2024.

The most significant adjustments in the pro forma financial information includes the elimination of rents between the Company and the joint venture and the elimination of the previous equity method investment in the joint venture as though the consolidation had occurred on January 1, 2024.

The unaudited pro forma financial information above is provided for informational purposes only and is not necessarily indicative of what actual results of operations would have been had the consolidation and related transactions been completed as of January 1, 2024 or that may be achieved in the future.

The Company’s investment in the Tin Building by Jean-Georges meets the threshold for disclosure of summarized income statement information for the three months ended March 31, 2024.

The Company’s investment in the Tin Building by Jean-Georges meets the threshold for disclosure of summarized income statement information for the three and six months ended June 30, 2024.

Relevant financial statement information is summarized as follows:

Three months ended

Six months ended

Income Statement

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As such, the investment is measured at cost, less any identified impairment charges.

As of March 31, 2025, this warrant had not been exercised and has a carrying value of zero .

Creative Culinary Management Company, LLC (“CCMC”), a wholly owned indirect subsidiary of Jean-Georges Restaurants, provides management services for certain retail and food and beverage businesses that the Company owns, either wholly or through partnerships with third parties.

Pursuant to the various management agreements, CCMC is responsible for employment and/or supervision of all employees providing services for the food and beverage operations and restaurant as well as the day-to-day operations and accounting for the food and beverage operations.

Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of CCMC and entered into a services agreement with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements.

As of June 30, 2025, this warrant had not been exercised and has a carrying value of zero .

Creative Culinary Management Company, LLC (“CCMC”), a wholly owned indirect subsidiary of Jean-Georges Restaurants, provided management services for certain retail and food and beverage businesses that the Company owns, either wholly or through partnerships with third parties.

Pursuant to the various management agreements, CCMC was responsible for employment and/or supervision of all employees providing services for the food and beverage operations and restaurants as well as the day-to-day operations and accounting for the food and beverage operations.

Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of CCMC and entered into a services agreement (the “Services Agreement”) with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements.

On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of Jean-Georges Restaurants entered into license agreements with respect to the license of certain intellectual property of Jean-Georges Restaurants for the Tin Building by Jean-Georges and the Fulton Restaurant (collectively, the “License Agreements”).

As part of the restructuring transactions described above and in consideration of entry into the License Agreements, on July 1, 2025, an indirect subsidiary of the Company provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company.

As a result, the Services Agreement has been terminated pursuant to its terms.

Other Assets and Liabilities

23 unchanged sentences

Mortgages payable, net

As of March 31, 2025, land, buildings and equipment, developments, and other collateral with an aggregate net book value of $ 241.0 million have been pledged as collateral for the Company’s debt obligations.

Secured mortgages payable are without recourse to the Company at March 31, 2025.

As of June 30, 2025, land, buildings and equipment, developments, and other collateral with an aggregate net book value of $ 243.0 million have been pledged as collateral for the Company’s debt obligations.

Secured mortgages payable are without recourse to the Company as of June 30, 2025.

Secured Mortgages Payable

The Company’s outstanding mortgages are collateralized by certain of the Company’s real estate assets.

The Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest, and the Company’s variable-rate debt requires monthly installments of only interest.

As of March 31, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

The Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest, and the Company’s

variable-rate debt requires monthly installments of only interest.

As of June 30, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

The following table summarizes the Company’s secured mortgages payable:

March 31, 2025

June 30, 2025

December 31, 2024

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Secured mortgages payable

(a) The Company has one fixed-rate debt obligation as of March 31, 2025 and December 31, 2024.

(a) The Company has one fixed-rate debt obligation as of June 30, 2025 and December 31, 2024.

The interest rate presented is based upon the coupon rate of the debt.

(b) The Company has one variable-rate debt obligation as of March 31, 2025 and December 31, 2024.

The interest rate presented is based on the applicable reference interest rate as of March 31, 2025 and December 31, 2024.

(b) The Company has one variable-rate debt obligation as of June 30, 2025 and December 31, 2024.

The interest rate presented is based on the applicable reference interest rate as of June 30, 2025 and December 31, 2024.

At March 31, 2025, the assumed rate of the indebtedness associated with our variable-rate debt obligation is based on SOFR + 4.5 % , which is the combination of the interest rates on two instruments:

At June 30, 2025, the assumed rate of the indebtedness associated with our variable-rate debt obligation is based on SOFR + 4.5 % , which is the combination of the interest rates on two instruments:

(i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay the lender an amount equal to SOFR + 7.0 % , and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5 % from the lender.

The cash flows from this total return swap do not vary based on any underlying variable and there is no net settlement, as such, it is not considered to meet the criteria of ASC 815 Derivatives and Hedging and determined to not be a derivative.

The cash flows from this total return swap do not vary based on any underlying variable and there is no net settlement;

as such, it is not considered to meet the criteria of ASC 815 Derivatives and Hedging and determined to not be a derivative.

On January 1, 2025, the mortgage loan on the Company’s 250 Water Street development (“250 Water Street”) was amended to increase the margin from 5.0 % to 7.0 %.

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The following table presents the fair value measurement hierarchy levels required under ASC 820 for the estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis:

March 31, 2025

June 30, 2025

December 31, 2024

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Variable-rate debt (b)

(a) Accounts receivable, net is shown net of an allowance of $ 1.4 million at March 31, 2025 and $ 2.6 million at December 31, 2024.

(a) Accounts receivable, net is shown net of an allowance of $ 1.4 million at June 30, 2025 and $ 2.6 million at December 31, 2024.

Refer to Note 1 - Summary of Significant Accounting Policies for additional information on the allowance.

2 unchanged sentences

The fair value of fixed-rate debt in the table above was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the SOFR or U.S.

Treasury obligation interest rates as of March 31, 2025.

Treasury obligation interest rates as of June 30, 2025.

Refer to Note 4 - Mortgages Payable, Net for additional information.

6 unchanged sentences

The Company leases land or buildings at certain properties from third parties, which are recorded in Operating lease right-of-use assets, net, and Operating lease obligations on the Unaudited Consolidated Balance Sheets.

Leases for additional information.

Contractual rental expense was $ 1.6 million and $ 2.1 million for the three months ended March 31, 2025 and 2024, respectively.

The amortization of straight‑line rents included in the contractual rent amount was $ 0.6 million for each of the three months ended March 31, 2025 and 2024.

See Note 9 – Leases for additional information.

Contractual rental expense was $ 1.7 million and $ 1.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 3.3 million and $ 3.7 million for the six months ended June 30, 2025 and 2024, respectively.

The amortization of straight‑line rents included in the contractual rent amount was $ 0.6 million for each of the three months ended June 30, 2025 and 2024, and $ 1.1 million and $ 1.2 million for the six months ended June 30, 2025 and 2024, respectively.

The Company’s tax provision for interim periods is determined using an estimate of its annual current and deferred effective tax rates, adjusted for discrete items.

The Company generated operating losses in the interim periods presented.

The income tax benefit recognized related to this loss was zero for each of the three months ended March 31, 2025 and 2024, after an assessment of the available positive and negative evidence, which causes the Company’s effective tax rate to deviate from the federal statutory rate.

The income tax benefit recognized related to this loss was zero for each of the three and six months ended June 30, 2025 and 2024, after an assessment of the available positive and negative evidence, which causes the Company’s effective tax rate to deviate from the federal statutory rate.

Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following presents the Company’s revenues disaggregated by revenue source:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Revenues from contracts with customers

15 unchanged sentences

Consideration received during the period

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2024

1 unchanged sentence

Consideration received during the period

Balance at March 31, 2025

Balance at June 30, 2025

Remaining Unsatisfied Performance Obligations

1 unchanged sentence

These performance obligations primarily relate to the completion of the 2025 Aviators baseball season and 2025 concert series, as well as performance under various sponsorship agreements.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations from contracts with customers as of March 31, 2025 is $ 22.9 million.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations from contracts with customers as of June 30, 2025 is $ 24.8 million.

The Company expects to recognize this amount as revenue over the following periods:

1 unchanged sentence

The Company’s remaining performance obligations are adjusted to reflect any known contract cancellations, revisions to customer agreements, and deferrals, as appropriate.

During the three months ended March 31, 2025, no customer accounted for 10 % or more of the Company’s total revenue.

During the three months ended March 31, 2024, revenue from one customer accounted for approximately 19 % of the Company’s total revenue.

During the three months ended June 30, 2025 and 2024, no customer accounted for 10% or more of the Company’s total revenue.

During the six months ended June 30, 2025, no customer accounted for 10% or more of the Company’s total revenue.

During the six months ended June 30, 2024, revenue from one customer accounted for approximately 12 % of the Company’s total revenue, through a related-party transaction.

Lessee Arrangements

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The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate.

The majority of the Company’s leases have remaining lease terms ranging from less than two years to approximately 50 years , excluding extension options.

The majority of the Company’s leases have remaining lease terms ranging from approximately 10 years to approximately 50 years , excluding extension options.

The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised.

9 unchanged sentences

Three months ended

Six months ended

Operating lease cost

1 unchanged sentence

Total lease cost

Future minimum lease payments as of March 31, 2025, are as follows:

Future minimum lease payments as of June 30, 2025, are as follows:

Operating Leases

5 unchanged sentences

Supplemental Unaudited Consolidated and Combined Statements of Cash Flows Information

Three months ended March 31,

Six months ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows on operating leases

Non-cash transactions:

Adjustment to operating lease obligations (a)

Adjustment to operating lease right-of-use assets (a)

(a) The Company amended its corporate office lease whereby the maturity date was extended 10 years and certain rent terms were revised.

Other Information

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The Company receives rental income from the leasing of retail, office, multi-family, and other space under operating leases, as well as certain variable tenant recoveries.

Operating leases for our retail, office, and other properties are with a variety of tenants and have a remaining average term of approximately six years .

Operating leases for our retail, office, and other properties are with a variety of tenants and have an average remaining term of approximately five years .

Lease terms generally vary among tenants and may include early termination options, extension options, and fixed rental rate increases or rental rate increases based on an index.

Multi-family leases generally have a term of 12 months or less.

The Company elected the practical expedient

to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets.

The Company elected the practical expedient to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets.

During the three months ending June 30, 2025, an office tenant of Pier 17 exercised a termination option within its lease.

As a result of the tenant exercising the termination option, the lease term now expires three years earlier than the stated maturity date.

The Company received a $2.0 million payment during the three months ended June 30, 2025 upon exercise of the termination option.

An additional $2.0 million payment is due at the end of the revised term in February 2027.

The Company recorded the payment received during the three months ended June 30, 2025 in accounts payable and other liabilities on our Unaudited Consolidated Balance Sheet as of June 30, 2025 and the Company will recognize the payment as revenue on the Statement of Operations on a straight-line basis over the revised term of the lease.

Minimum rent revenues related to commenced operating leases are as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Total minimum rent revenues

Total future minimum rents associated with operating leases are as follows as of March 31, 2025:

Total future minimum rents associated with operating leases are as follows as of June 30, 2025:

Total Minimum

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Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset.

Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants.

Percentage rent in lieu of fixed minimum rent is recognized as sales are reported by tenants.

Minimum rent revenues reported on the Unaudited Consolidated and Combined Statements of Operations also include amortization related to above and below‑market tenant leases on acquired properties.

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In addition, for all periods in 2024, the computation of diluted earnings per share equals the basic earnings (loss) per share attributable to common stockholders calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260 and since common stock equivalents were antidilutive due to losses from operations.

For the three months ended March 31, 2025 and 2024, loss per share attributable to common stockholders is computed as follows:

Three months ended March 31,

For the three and six months ended June 30, 2025 and 2024, loss per share attributable to common stockholders is computed as follows:

Three months ended June 30,

Six months ended June 30,

in thousands, except per share data

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Three months ended

March 31, 2025

Six months ended

June 30, 2025

Shares issuable upon exercise of restricted stock and restricted stock units

Shares issuable upon exercise of stock options

During the three months ended June 30, 2025, the Company had more shares vested than issued, impacting the calculation of the potential anti-dilutive impact on weighted average shares outstanding for the period.

Noncontrolling Interest in Subsidiary

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The Series A Preferred Stock is not redeemable by the Company prior to July 11, 2029 except under limited circumstances intended to preserve certain tax benefits for HHH.

Upon consolidation, the issued and outstanding preferred share interest is shown as Noncontrolling interest in subsidiary in our Unaudited Consolidated Balance Sheet as of March 31, 2025 and the related dividends are reflected as Preferred distributions to noncontrolling interest in subsidiary in our Consolidated Statement of Operations during the three months ended March 31, 2025.

Upon consolidation, the issued and outstanding preferred share interest is shown as Noncontrolling interest in subsidiary in our Unaudited Consolidated Balance Sheet as of June 30, 2025 and as of December 31, 2024 and the related dividends are reflected as Preferred distributions to noncontrolling interest in subsidiary in our Consolidated Statement of Operations during the three and six months ended June 30, 2025.

The Company has three business segments that offer different products and services.

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● Hospitality – consists of restaurant and retail businesses in the Historic District, Pier 17, and the Tin Building by Jean-Georges that are owned, either wholly or through joint ventures, and operated by the Company or through license and management agreements.

The hospitality segment also includes the equity interest in Jean-Georges

For the three months ended March 31, 2024, the net loss from the Tin Building by Jean-Georges is included in Equity in losses from unconsolidated ventures in the segment operating results below.

The hospitality segment also includes the equity interest in Jean-Georges Restaurants.

For the three and six months ended June 30, 2024, the net loss from the Tin Building by Jean-Georges is included in Equity in losses from unconsolidated ventures in the segment operating results below.

● Entertainment – consists of baseball operations of the Aviators and Las Vegas Ballpark along with concert and other revenue generated at the Seaport in New York, New York.

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Entertainment

Three months ended March 31, 2025

Three months ended June 30, 2025

Total revenues

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Income tax benefit (expense)

Three months ended March 31, 2024

Three months ended June 30, 2024

Total revenues

3 unchanged sentences

Total operating expenses

Other income (loss), net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

Interest income (expense)

Provision for impairment

Loss on early extinguishment of debt

General and administrative expenses

Loss before income taxes

Income tax benefit (expense)

(1) Period-over-period comparability is impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025.

For prior periods in 2024, the Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in the Equity in earnings (losses) from unconsolidated ventures within our Hospitality segment.

(2) Other includes any inter-segment eliminations necessary to reconcile to Unaudited Consolidated and Combined Company totals.

Hospitality (1)

Entertainment

Six months ended June 30, 2025

Total revenues

Hospitality Costs

Entertainment Costs

Operating costs

Total operating expenses

Other income (loss), net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

Interest income (expense)

General and administrative expenses

Loss before income taxes

Income tax benefit (expense)

Six months ended June 30, 2024

Total revenues

Hospitality Costs

Entertainment Costs

Operating costs

Total operating expenses

Other income, net

4 unchanged sentences

Interest income (expense)

Provision for impairment

Loss on early extinguishment of debt

General and administrative expenses

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Prior to the Separation, the Company had not historically operated as a standalone business and had various relationships with HHH whereby HHH provided services to the Company.

The Company also engages in transactions with CCMC and generates rental revenue by leasing space to equity method investees, which are related parties, as described below.

The Company also engaged in transactions with CCMC and generates rental revenue by leasing space to equity method investees, which are related parties, as described below.

Net Transfers from Former Parent

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The components of net investment by Former Parent are:

Three months ended

Six months ended

Net investment by Former Parent as reflected in the Unaudited Combined Statement of Cash Flows

4 unchanged sentences

and (2) employee benefits and compensation, including stock-based compensation.

The Company’s Unaudited Combined Financial Statements for the three months ended March 31, 2024 reflect an allocation of these costs.

The Company’s Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 reflect an allocation of these costs.

When specific identification or a direct attribution of costs based on time incurred for the Company’s benefit is not practicable, a proportional cost method is used, primarily based on revenue, headcount, payroll costs or other applicable measures.

1 unchanged sentence

Three months ended

Six months ended

Operating costs

3 unchanged sentences

Operating costs as provided in the table above include immaterial expenses recorded to hospitality costs and entertainment costs with the remainder recorded to operating costs.

During the three months ended March 31, 2024, the Company capitalized costs of $ 0.4 million and $ 0.2 million that were incurred by HHH for the Company’s benefit in Developments and Building and equipment, respectively.

The financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, standalone entity during the period from January 1, 2024 to March 31, 2024 and for the full year ended December 31, 2024.

During the six months ended June 30, 2024, the Company capitalized costs of $ 0.3 million and $ 0.2 million that were incurred by HHH for the Company’s benefit in Developments and Building and equipment, respectively.

The financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, standalone entity during the period from January 1, 2024 to June 30, 2024 and for the full year ended December 31, 2024.

Management believes that the methods used to allocate expenses to the Company are reasonable;

however, the allocations may not be indicative of actual expenses that would have been incurred had the Company operated as an independent, publicly traded company prior to the date of Separation.

Actual costs that the Company may have incurred had it been a standalone company during the three months ended March 31, 2024 would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Unless otherwise stated, these intercompany transactions between the Company and HHH have been included in the Unaudited Combined Financial Statements for the three months ended March 31, 2024 and are considered to be effectively settled at the time the transaction is recorded.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows as a financing activity for the three months ended March 31, 2024 and in the Unaudited Consolidated Balance Sheets as an adjustment to additional paid-in capital as of March 31, 2025 and as of December 31, 2024.

Actual costs that the Company may have incurred had it been a standalone company during the three and six months ended June 30, 2024 would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Unless otherwise stated, these intercompany transactions between the Company and HHH have been included in the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 and are considered to be effectively settled at the time the transaction is recorded.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows as a financing activity for the six months ended June 30, 2024 and in the Unaudited Consolidated Balance Sheets as an adjustment to additional paid-in capital as of June 30, 2025 and as of December 31, 2024.

Stock Compensation

Prior to the Separation, the Company’s employees participated in HHH’s stock-compensation plan, and the Company was allocated a portion of stock compensation expense based on the services provided to the Company.

The non-cash stock compensation expense for employee services directly attributable to the Company totaled $ 0.7 million for the three months ended March 31, 2024, and is included within general and administrative expenses in the Unaudited Combined Statement of Operations for the three months ended March 31, 2024 and included in the table above.

These expenses are presented net of $ 0.4 million capitalized to development projects during the three months ended March 31, 2024.

The non-cash stock compensation expense for employee services directly attributable to the Company totaled $( 0.6 ) million for the three months ended June 30, 2024, and $ 0.1 million for the six months ended June 30, 2024, and is included within general and administrative expenses in the Unaudited Combined Statements of Operations for the three and six months ended June 30, 2024.

These expenses are presented net of $( 0.1 ) million and $ 0.3 million capitalized to development projects during the three and six months ended June 30, 2024, respectively.

Employee benefits and compensation expense, including stock-based compensation expense, related to the HHH employees who provided shared services to the Company prior to the Separation have also been allocated to the Company and are recorded in general and administrative expenses and included in the table above.

1 unchanged sentence

Prior to the Separation, HHH provided management services to the Company for managing its real estate assets and the Company reimbursed HHH for expenses incurred and paid HHH a management fee for services provided.

These landlord management fees amounted to $ 0.1 million for the three months ended March 31, 2024.

As discussed in Note 2 – Investments in Unconsolidated Ventures , CCMC, a wholly owned indirect subsidiary of Jean-Georges Restaurants, which is a related party of the Company, also provides management services for certain of the Company’s retail and food and beverage businesses, either wholly owned or through partnerships with third parties.

The Company’s businesses managed by CCMC include, but are not limited to, locations such as The Tin Building by Jean-Georges, The Fulton, and Malibu Farm.

These landlord management fees amounted to $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024.

As discussed in Note 2 – Investments in Unconsolidated Ventures , CCMC, a wholly owned indirect subsidiary of Jean-Georges Restaurants, which is a related party of the Company, also provided management services for certain of the Company’s retail and food and beverage businesses, either wholly owned or through partnerships with third parties.

The Company’s businesses managed by CCMC included, but were not limited to, locations such as The Tin Building by Jean-Georges, The Fulton, and Malibu Farm.

Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of CCMC and entered into the Services Agreement with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements.

Accordingly, employee compensation and benefits costs previously paid by, and reimbursed to, CCMC are now paid directly by the Company.

As of December 31, 2024, the Consolidated Balance Sheet reflects receivables for funds provided to CCMC to fund operations of $ 0.1 million with no corresponding receivable as of March 31, 2025.

As of March 31, 2025 and December 31, 2024, the Unaudited Consolidated Balance Sheets reflect accounts payable of $ 0.3 million and $ 0.5 million, respectively due to CCMC with respect to reimbursable expenses and management fees to be funded by the Company.

The Company’s related-party management fees due to CCMC amounted to $ 1.1 million and $ 0.5 million during the three months ended March 31, 2025 and 2024, respectively.

Related party management fees for the three months ended March 31, 2025 include $ 0.6 million of fees related to the Tin Building by Jean-Georges, a previously unconsolidated joint venture accounted for under the equity method.

As of December 31, 2024, the Consolidated Balance Sheet reflects receivables for funds provided to CCMC to fund operations of $ 0.1 million with no corresponding receivable as of June 30, 2025.

As of June 30, 2025 and December 31, 2024, the Unaudited Consolidated Balance Sheets reflect accounts payable of $ 0.2 million and $ 0.5 million, respectively due to CCMC with respect to reimbursable expenses and management fees to be funded by the Company.

The Company’s related-party management fees due to CCMC amounted to 0.4 million and $ 0.6 million during the three months ended June 30, 2025 and 2024, respectively.

The Company’s related-party management fees due to CCMC amounted to $ 1.5 million and $ 1.1 million during the six months ended June 30, 2025 and 2024, respectively.

Related party management fees for the three and six months ended June 30, 2025 include $ 0.3 million and $ 0.9 million, respectively, of fees related to the Tin Building by Jean-Georges, a previously unconsolidated joint venture accounted for under the equity method.

Refer to Note 2 – Investments in Unconsolidated Ventures for further information.

On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of Jean-Georges Restaurants entered into the License Agreements with respect to the license of certain intellectual property of Jean-Georges Restaurants for the Tin Building by Jean-Georges and the Fulton Restaurant.

As a result, the Services Agreement has been terminated pursuant to its terms.

In connection with the Separation, the Company entered into a transition services agreement with HHH that provides for the performance of certain services by HHH for our benefit for a period of time after the Separation.

During the three months ended March 31, 2025, the Company recorded expenses of $ 0.1 million related to this transition services agreement with HHH within general and administrative expenses.

During the three

and six months ended June 30, 2025, the Company recorded expenses of $ 23,000 and $ 0.1 million, respectively, related to this transition services agreement with HHH within general and administrative expenses.

In connection with and prior to the Separation, on July 31, 2024, the variable rate mortgage related to 250 Water Street was refinanced.

3 unchanged sentences

In consideration of providing such guarantee, the Company entered into an Indemnity Fee Agreement with HHH and pays an annual guaranty fee equal to 2.0 % of the $ 61.3 million refinanced debt balance.

The Company capitalized $ 0.3 million of such fees to Net investment in real estate in the three months ended March 31, 2025.

The Company capitalized $ 0.3 million and $ 0.6 million of such fees to Net investment in real estate in the three and six months ended June 30, 2025, respectively.

Related-party Rental Revenue

2 unchanged sentences

As of January 1, 2025, the Company consolidates the Tin Building by Jean-Georges, and the rental revenue related to the applicable lease is eliminated in consolidation.

The Unaudited Consolidated Balance Sheets reflect accounts receivable generated by rental revenue earned by the Company of $ 0.3 million due from the Lawn Club as of March 31, 2025 and $ 0.2 million due from both ventures as of December 31, 2024.

During each of the three months ended March 31, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.3 million and $ 2.9 million, respectively.

This is primarily comprised of $ 2.9 million from the Tin Building by Jean-Georges during the three months ended March 31, 2024.

The Unaudited Consolidated Balance Sheets reflect accounts receivable generated by rental revenue earned by the Company of $ 0.5 million due from the Lawn Club as of June 30, 2025 and $ 0.2 million due from both ventures as of December 31, 2024.

During the three months ended June 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.3 million and $ 3.1 million, respectively.

During the six months ended June 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.5 million and $ 6.0 million, respectively.

This is primarily comprised of $ 2.9 million and $ 5.8 million from the Tin Building by Jean-Georges during the three and six months ended June 30, 2024.

Related-party Other Receivables

As of March 31, 2025, the Unaudited Consolidated Balance Sheets includes a $ 1.2 million receivable mainly related to employee compensation and benefits to be reimbursed by the Lawn Club venture.

As of June 30, 2025, the Unaudited Consolidated Balance Sheets includes a $ 0.1 million receivable mainly related to operating expenses to be reimbursed by the Lawn Club venture.

There was no other receivable balance as of December 31, 2024.

Subsequent Events

The Company has evaluated subsequent events through the date of issuance of these financial statements and has determined that no subsequent events have occurred that require recognition or disclosure.

Subsequent events and transactions were evaluated through the date the consolidated financial statements were issued.

On July 1, 2025, an indirect subsidiary of the Company provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company.

As a result, the Services Agreement has been terminated pursuant to its terms.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements