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Related-Party Transactions
 12 Months Ended
Dec. 31, 2024
Related-Party Transactions  
Related-Party Transactions

14.

Related-Party Transactions

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.

Net Transfers from Parent

As discussed in Note 1 – Summary of Significant Accounting Policies in the basis of presentation section and below, net parent investment is primarily impacted by allocation of expenses for certain services related to shared functions provided by HHH prior to the Separation and contributions from HHH which are the result of net funding provided by or distributed to HHH. The components of net parent investment are:

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​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

in thousands

    

2024

    

2023

    

2022

Net transfers from Parent as reflected in the Combined Statements of Cash Flows

​

$

169,454

​

$

125,277

​

$

239,617

Non-cash stock compensation expense

​

 

250

​

 

1,495

​

 

869

Net transfers from Parent as reflected in the Combined Statements of Equity

​

$

169,704

​

$

126,772

​

$

240,486

​

Corporate Overhead and Other Allocations

Prior to the Separation, HHH provided the Company certain services, including (1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, and risk management; and (2) employee benefits and compensation, including stock-based compensation. The Company’s Consolidated and Combined Financial Statements 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.

The allocation of expenses, net of amounts capitalized, from HHH to the Company were reflected as follows in the Consolidated and Combined Statements of Operations:

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

in thousands

    

2024

    

2023

    

2022

Operating costs

$

558

$

698

$

358

General and administrative

 

12,226

​

13,234

 

9,668

Other income, net

 

(19)

​

(35)

 

(53)

Total

$

12,765

$

13,897

$

9,973

​

Allocated expenses recorded in operating costs, general and administrative expenses, and other income, net in the table above primarily include the allocation of employee benefits and compensation costs, including stock compensation expense, as well as overhead and other costs for shared support functions provided by HHH on a centralized basis prior to the Separation. Operating costs as provided in the table above include immaterial expenses recorded to hospitality costs and sponsorships, events, and entertainment costs with the remainder recorded to operating costs. During the year ended December 31, 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 Buildings and equipment, respectively. During the year ended December 31, 2023, the Company capitalized costs of $2.0 million and $0.6 million that were incurred by HHH for the Company’s benefit in Developments and Building and equipment, respectively. During the year ended December 31, 2022, the Company capitalized costs of $4.9 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 consolidated and 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 July 31, 2024 and for the years ended December 31, 2023 and 2022. 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 would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by the 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 these Consolidated and Combined Financial Statements 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 Consolidated and Combined Statements of Cash Flows as a financing activity and in the Consolidated and Combined Balance Sheets as an adjustment to additional paid-in capital as of December 31, 2024 and net parent investment as of December 31, 2023 and 2022.

Stock Compensation

Prior to the Separation, the Company’s employees participated in HHH’s stock-compensation plan and the Company is allocated a portion of stock compensation expense based on the services provided to the Company. The non-cash stock compensation expense (income) for employee services directly attributable to the Company totaled $0.3 million, $1.5 million and $0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included within general and administrative expenses in the Consolidated and Combined Statements of Operations and included in the table above. These expenses are presented net of $0.4 million, $1.3 million and $3.0 million capitalized to development projects during the years ended December 31, 2024, 2023 and 2022, 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 is recorded in general and administrative expenses in the Consolidated and Combined Statements of Operations and included in the table above.

Related-party Management Fees and Transition Services

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. The amounts outstanding pursuant to the management fee agreement between the Company and HHH were cash settled each month and are reflected in the Consolidated and Combined Balance Sheets as related-party payables to the extent unpaid as of each balance sheet date. During the years ended December 31, 2024, 2023 and 2022, the Consolidated and Combined Balance Sheets reflects immaterial outstanding payables due to HHH with respect to the landlord management fees. These landlord management fees amounted to $0.3 million, $0.3 million and $0.3 million for the years ended December 31, 2024, 2023, 2022 respectively.

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 year ended December 31, 2024, the Company recorded expenses of $0.3 million 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. Pursuant to the terms of the refinanced loan, we entered into a total return swap with the lender. See Note 6 – Mortgages Payable, Net for additional information. Our obligations under such total return swap are in turn supported by a guaranty provided by a subsidiary of HHH.  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 $0.5 million of such fees to Net investment in real estate for the year ended December 31, 2024.

As discussed in Note 2 – Investments in Unconsolidated Ventures, CCMC, a wholly owned 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. Pursuant to the various management agreements, CCMC is responsible for employment and 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. As of December 31, 2024 and 2023, the Consolidated and Combined Balance Sheets reflect receivables for funds provided to CCMC to fund operations of $0.1 million and $1.2 million, respectively and accounts payable of $0.5 million and $0.2 million, respectively due to CCMC with respect to reimbursable expenses to be funded by the Company. The Company’s related-party management fees due to CCMC amounted to $2.3 million, $2.2 million and $2.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Related-party Rental Revenue

The Company owns the real estate assets that are leased by Lawn Club and the Tin Building by Jean-Georges. As discussed in Note 2 – Investments in Unconsolidated Ventures, the Company owns a noncontrolling interest in these ventures and accounts for its interests in accordance with the equity method.

As of December 31, 2024 and 2023, the Consolidated and Combined Balance Sheets reflect accounts receivable of $0.2 million and $0.1 million, respectively, due from these ventures generated by rental revenue earned by the Company.

During the years ended December 31, 2024, 2023 and 2022, the Consolidated and Combined Income Statements reflect rental revenue associated with these related parties of $13.0 million, $12.0 million and $5.7 million, respectively. This is primarily comprised of $12.1 million, $11.6 million and $5.0 million from the Tin Building by Jean-Georges during the years ended December 31, 2024, 2023 and 2022, respectively.

Related-party Other Receivables

As of December 31, 2024 and 2023, the Consolidated and Combined Balance Sheets include a $0.0 million, and $3.1 million receivable related to development costs incurred by the Company, which will be reimbursed by the Lawn Club venture.