NNN FIRESUITE LIABILITY |
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| NNN FIRESUITE LIABILITY | NOTE 14 – NNN FIRESUITE LIABILITY
NNN Luxe FireSuite Real Estate Offering (“Cash Purchase”)
During 2025, the Company entered into arrangements to sell the exclusive use rights to Luxe FireSuites to third parties and concurrently lease them back for a 15-year term under a NNN lease structure. Under these agreements, the third-party pays an upfront purchase price for a Luxe FireSuite and the Company (through a subsidiary, as seller-lessee) immediately leases the suite for its own use for 15 years. Monthly lease payments to the buyer/lessor are fixed to yield an 11% annual return on the purchase price, with a 2% escalation each year.
NOTE 14 – NNN FIRESUITE LIABILITY (Continued)
At the end of the 15-year lease term, the buyer/lessor has a one-time option to require the Company to repurchase the Luxe FireSuite rights at a price equal to 150% of the original purchase price (“Lessor Sale Option”). If the buyer/lessor exercises this put option (which expires at lease end), the Company must buy back the suite rights at the agreed price. If the buyer/lessor does not exercise the option, the lease will terminate and the buyer/lessor will retain the ownership of the suite rights going forward (i.e. the buyer/lessor’s rights will continue beyond year 15, and the Company will no longer lease the suite). The repurchase option provides the buyer/lessor with an annual return on its purchase and, as a result, the Company expects that the option will be exercised in most, if not all, cases.
The Company recognizes interest expense on the financing liability over the 15-year term at an effective interest rate that reflects the 11% initial yield and the annual 2% escalations, such that the liability will accrete to the 150% repurchase price by the end of the term. The financing liability arising from the Luxe FireSuite transactions is included in the Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the balance of the NNN firesuite liability was $39,159,131, which reflects initial proceeds of $38,277,000 received from the buyer/lessor and includes $317,870 and $606,617 of accreted interest for the three and six months ended June 30, 2026, respectively. As of December 31, 2025, the balance of the NNN firesuite liability was $31,064,514, which reflects initial proceeds of $30,789,000 received from the buyers/lessors. There was no accreted interest for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2026, the Company recognized interest expense of $3,050,536 and $5,217,516, respectively, related to the Luxe FireSuites financing, which is included within Interest Expense in the Unaudited Condensed Consolidated Statements of Operations. There was no Interest Expense recognized for the three and six months ended June 30, 2025.
NNN Luxe FireSuite Real Estate Offering with Financing Option (“Finance Purchase”)
In April 2026, the Company launched initiated a new arrangement to sell the exclusive use rights to Luxe FireSuites at the Sunset Amphitheaters in Broken Arrow, Oklahoma and El Paso, Houston, and McKinney, Texas to third parties and concurrently lease them back under a NNN lease structure. Under these agreements, the third-party pays an upfront purchase price or a cash deposit under a financing option over 20 years for a Luxe FireSuite and the Company immediately leases the suite for its own use for 15 years. Monthly lease payments to the buyer/lessor are fixed to yield an 11% annual return on the purchase price, with a 2% escalation each year, and the buyer/lessor’s monthly payment obligations under the NNN promissory notes are settled through reductions in their monthly distributions.
The buyer/lessor has a one-time option at the end of 5, 10, or 15 years to require the Company to repurchase the Luxe FireSuite rights at a price equal to 115%, 125%, or 150%, respectively, of the original purchase price (the “Lessor Repurchase Price”). If the buyer/lessor exercises this put option at the end of each respective period, the Company must repurchase the suite rights at the agreed price, with the Lessor Repurchase Price settled against the remaining outstanding NNN promissory notes receivable balance (see Note 6 – Promissory Notes Receivable for further details). If the buyer/lessor does not exercise the option, the lease will terminate at the end of 15 years, and the buyer/lessor will retain ownership of the suite rights going forward.
The Company recognizes interest expense on the financing liability over the 15-year term at an effective interest rate that reflects the 11% initial yield and the annual 2% escalations, such that the liability will accrete to the Lessor Repurchase Price by the end of the term. The financing liability arising from the Luxe FireSuite transactions is included in the Company’s Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, the balance of the NNN firesuite liability was $19,630,392, which reflects initial proceeds of $19,537,000 received from the buyer/lessor, net of $542,646 of principal repayments, and includes $93,392 and $93,392 of accreted interest for the three and six months ended June 30, 2026, respectively. As of December 31, 2025, the balance of the NNN firesuite liability was $0 and, accordingly, no proceeds from the buyer/lessor, accreted interest, and interest expense were recognized.
NOTE 14 – NNN FIRESUITE LIABILITY (Continued)
Following is the future maturities of the NNN firesuite liability for the twelve months ending June 30,
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