← Back to FSP filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Franklin Street Properties Corp · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2025. Historical results and percentage relationships set forth in the consolidated financial statements, including trends which might appear, should not be taken as necessarily indicative of future operations. The following discussion and other parts of this Quarterly Report on Form 10-Q may also contain forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including as a result of the long-term effects of the COVID-19 pandemic, wars, terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, impacts of changes in tariffs that the United States and other countries have announced or implemented, as well as any additional new tariffs, trade restrictions or export regulations that may be implemented or reversed in the future, inflation rates, interest rates, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, expectations for future potential property dispositions, expectations for future potential leasing activity, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy, geopolitical events and expenditures that cannot be anticipated, such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, increases in the level of general and administrative costs as a percentage of revenues as revenues decrease as a result of property dispositions, additional staffing, insurance increases and real estate tax valuation reassessments. See Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We may not update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.
Overview
FSP Corp., or we or the Company, operates in a single reportable segment: real estate operations. The real estate operations market involves real estate rental operations, leasing, secured financing of real estate and services provided for asset management, property management, property acquisitions, dispositions and development. Our current strategy is to focus on infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets. We believe that the United States sunbelt and mountain west regions have macro-economic drivers that have the potential to increase occupancies and rents. We are focused on long-term growth and appreciation.
As of June 30, 2026, all of our total owned portfolio, consisting of approximately 4.8 million square feet, was located in Dallas, Denver, Houston and Minneapolis.
The main factor that affects our real estate operations is the broad economic market conditions in the United States. These market conditions affect the occupancy levels and the rent levels on both a national and local level. We have no influence on broader economic market conditions. We may look to acquire and/or develop quality properties in good locations in order to lessen the impact of downturns in the market and to take advantage of upturns when they occur.
In May 2025, we announced that our Board of Directors had initiated a review of strategic alternatives in order to explore ways to maximize shareholder value. The review of potential strategic alternatives includes the evaluation of a range of alternatives, including corporate transactions, portfolio level transactions, individual asset sales, refinancing alternatives and other strategic initiatives.
On February 26, 2026, we closed a $320 million secured credit facility with an affiliate of TPG Credit. We repaid in full all of our then outstanding approximately $249 million aggregate principal amount of indebtedness with borrowings under the facility. The facility has an original stated maturity of February 26, 2029, subject to potential extension of up to one year at
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our option, subject to certain conditions. The facility includes up to $45 million of delayed draw term loans which, subject to certain conditions, may be used to fund tenant improvements, leasing commissions, building improvements and other uses approved by the lenders. See Note 2, Term Loans Payable and Senior Notes, of the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Credit Agreement.
In April 2026, we announced that our Board of Directors had expanded its ongoing review of strategic alternatives to include BofA Securities, Inc. and Jones Lang LaSalle Securities, LLC as co-financial advisors. We believe that our co-financial advisors bring complementary capabilities across capital markets, mergers and acquisitions, and asset level execution, positioning us to evaluate a broad range of potential transactions with the objective of maximizing shareholder value.
On July 8, 2026, we sold our Greenwood Plaza property located in Englewood, Colorado for a gross sales price of $19.4 million at a loss of approximately $7.7 million, which had been recorded as an impairment as of June 30, 2026. On July 8, 2026, we used approximately $8.5 million of the net proceeds from the disposition for the repayment of the Initial Term Loans (defined below in Liquidity and Capital Resources—TPG Term Loans), including interest and fees
Our review of potential strategic alternatives remains ongoing. While the capital markets environment for office assets remains uneven and transaction volume for office assets continues to be below historical levels, with constrained liquidity and limited participation from traditional institutional investors, and buyer activity remains more heavily weighted toward private, opportunistic, and non-traditional capital, we believe we are beginning to observe early signs of stabilization, which may represent the initial stages of a broader recovery over time.
We continue to prioritize leasing and occupancy improvement across our portfolio and have seen an increased number of larger prospective leasing opportunities across our markets. We also continue to focus on driving efficiencies across our platform, including the management of general and administrative expenses. We believe that the combination of an expanded and active strategic review process, disciplined execution, and continued leasing progress will provide the best path to maximizing value for our shareholders.
In March 2026, our Board of Directors determined to suspend quarterly cash dividends to, in part, redeploy that capital into leasing efforts intended to enhance the value of our portfolio. In addition, the Credit Agreement provides that we may not declare dividends in excess of the greater of $0.01 per share or such amount as is required to maintain our status as a REIT. Any future declaration and payment of dividends will be determined from time to time by our Board of Directors and will depend on, among other things, our results of operations, cash flows, liquidity, financial condition, capital requirements and other factors the Board of Directors deems relevant.
Trends and Uncertainties
Long-Term Impact of COVID-19 Pandemic
Uncertainty still surrounds the long-term impact of the COVID-19 pandemic on the commercial real estate market and our business. Many of our tenants still do not fully occupy the space that they lease. The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, decreases in values of our real estate assets, and uncertainty regarding government and regulatory policy. We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic has had and will have on our future financial results at this time. See “The long-term impact of the COVID-19 pandemic has had and may continue to have an adverse impact on our financial condition and results of operations. This impact could be materially adverse to the extent that the long-term impact of the COVID-19 pandemic, or future pandemics, cause tenants to be unable to pay their rent or reduce the demand for commercial real estate, or cause other impacts described below.” in Part I, Item 1A. “Risk Factors ” in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Economic Conditions
The global economy continues to experience significant disruptions as a result of various factors, including changes in U.S. trade or other policies or those policies of other nations, geopolitical events such as the conflicts in Ukraine and the Middle East, including Iran, increasing tensions with China, tensions between the U.S. and Europe related to the sovereignty of Greenland, major political shifts domestically or internationally and continuing supply chain difficulties. In addition, various economic factors, including but not limited to, impacts of changes in tariffs that the United States and other countries have announced or implemented, as well as any additional new tariffs, trade restrictions or export regulations that may be implemented or reversed in the future, inflation and interest rates, may adversely affect the economy of the United States. Economic conditions directly affect the demand for office space, our primary income producing asset. In addition, the broad economic market conditions in the United States are typically affected by numerous other factors, including but not limited to, employment levels, energy prices, uncertainty about government fiscal, monetary, trade and tax policies, changes in currency exchange rates, the regulatory environment and the availability of credit. Increased interest rates could decrease the amount third parties are willing to pay for our assets and limit our ability to incur new debt or refinance existing debt when it matures. As of the date of this report, the impact of current economic conditions and geopolitical events and the long-term impact of the COVID-19 pandemic are adversely affecting the demand for office space in the United States.
Real Estate Operations
As of June 30, 2026, our real estate portfolio was comprised of 14 owned properties, which we refer to as our owned properties. Our owned properties were approximately 67.4% leased as of June 30, 2026, a decrease from 68.9% leased as of December 31, 2025. The 1.5% decrease in leased space was primarily a result of lease expirations exceeding new executed leases during the six months ended June 30, 2026. As of June 30, 2026, we had approximately 1,569,000 square feet of vacancy in our owned properties compared to approximately 1,497,000 square feet of vacancy at December 31, 2025. During the six months ended June 30, 2026, we leased approximately 170,000 square feet of office space in our owned properties, of which approximately 120,000 square feet were with existing tenants, at a weighted average term of 6.3 years. On average, tenant improvements for such leases were $33.32 per square foot, lease commissions were $11.31 per square foot and rent concessions were approximately five months of free rent. Average GAAP base rents under such leases were $34.34 per square foot, or 7.4% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2025.
As of June 30, 2026, leases for approximately 3.0% and 11.5% of the square footage in our owned portfolio are scheduled to expire during 2026 and 2027, respectively. As the third quarter of 2026 begins, we believe that:
•approximately half of our operating properties are stabilized with leased occupancy of 75% or more; and
•our remaining operating properties are value add in nature with leased occupancy of less than 75%.
Existing vacancy is being actively marketed to numerous potential tenants. While leasing activity at our properties has continued, we believe that the impact of geopolitical events, current economic conditions and the long-term impact of the COVID-19 pandemic may limit or delay new tenant leasing during at least the third quarter of 2026 and potentially in future periods.
While we cannot generally predict when an existing vacancy in our owned properties will be leased or if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at then-current market rates for locations in which the buildings are located, which could be above or below the expiring rates. Also, we believe the potential exists for any of our tenants to default on its lease or to seek the protection of bankruptcy. If any of our tenants defaults on its lease, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment. In addition, at any time, a tenant of one of our properties may seek the protection of bankruptcy laws, which could result in the rejection and termination of such tenant’s lease and thereby cause a reduction in cash available for distribution to our stockholders.
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Dispositions of Properties and Assets Held for Sale
During the three months ended June 30, 2026, the Company entered into an agreement to sell its Greenwood Plaza property located in Englewood, Colorado for a gross sales price of approximately $19.4 million and an expected loss of $7.7 million, which was recorded as an impairment as of June 30, 2026. The property was sold on July 8, 2026 and we used approximately $8.5 million of the net proceeds from the disposition for the repayment of the Initial Term Loans (defined below in Liquidity and Capital Resources—TPG Term Loans), including interest and fees.
On April 7, 2025, Monument Circle entered into a purchase and sale agreement with a third party to sell its property located in Indianapolis, Indiana for a gross sales price of $6.0 million. We estimated the fair value of this property, less estimated costs to sell, based on the purchase price set forth in the letter of intent to purchase the property that Monument Circle entered into with the third party, which resulted in recording an impairment loss of $13.3 million during the three months ended March 31, 2025, and we reclassified the property as an asset held for sale of $5.7 million as of March 31, 2025. On June 6, 2025, the property was sold and the impairment loss was decreased by $0.4 million during the three months ended June 30, 2025 to a net loss of $12.9 million for final sale adjustments after the sale was completed.
The disposition of these properties do not represent a strategic shift that has a major effect on our operations and financial results. Our current strategy is to focus on the sunbelt and mountain west regions of the United States. Accordingly, the properties sold remained classified within continuing operations for all periods presented.
Critical Accounting Estimates
We have certain critical accounting policies that are subject to judgments and estimates by our management and uncertainties of outcome that affect the application of these policies. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. On an on-going basis, we evaluate our estimates. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. The accounting policies that we believe are most critical to the understanding of our financial position and results of operations, and that require significant management estimates and judgments, are discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025.
Critical accounting policies are those that have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates. We believe that our judgments and estimates are consistently applied and produce financial information that fairly presents our results of operations.
Recent Accounting Standards
In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 adds interim and annual disclosure requirements to GAAP at the request of the Securities and Exchange Commission. The guidance in ASU 2023-06 is required to be applied prospectively and the GAAP requirements will be effective when the removal of the related SEC disclosure requirements is effective. If the SEC does not act to remove its related requirements by June 30, 2027, any related FASB amendments will be removed from the Accounting Standards Codification and will not be effective. The Company does not anticipate that the adoption of ASU 2023-06 will have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The guidance in ASU 2024-03 is required to be applied prospectively and entities may apply it retrospectively. ASU 2024-03 is effective for public entities for fiscal years beginning after December 15, 2026. The Company does not anticipate that the adoption of ASU 2024-03 will have a material impact on the consolidated financial statements.
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Results of Operations
The following table shows financial results for the three months ended June 30, 2026 and 2025:
Three months ended June 30,
(in thousands) 2026 2025 Change
Revenues:
Rental $ 26,355 $ 26,715 $ (360)
Total revenues 26,355 26,715 (360)
Expenses:
Real estate operating expenses 10,006 10,701 (695)
Real estate taxes and insurance 4,550 4,191 359
Depreciation and amortization 10,432 10,626 (194)
General and administrative 2,401 3,281 (880)
Interest 7,987 6,339 1,648
Total expenses 35,376 35,138 238
Loss on extinguishment of debt — (3) 3
Gain (loss) on sale of properties and impairment of assets held for sale, net (7,691) 384 (8,075)
Interest income 157 248 (91)
Loss before taxes (16,555) (7,794) (8,761)
Tax expense 50 82 (32)
Net loss $ (16,605) $ (7,876) $ (8,729)
Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025:
Revenues
Total revenues decreased by $0.4 million to $26.4 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease was primarily a result of:
● A decrease in rental revenue of approximately $0.4 million arising primarily from the sale of one property in 2025 and other losses of rental income from lease expirations during the periods presented. These decreases were partially offset by rental income earned from leases commencing after June 30, 2025. Our leased space in our owned properties was 67.4% as of June 30, 2026 and 69.1% as of June 30. 2025.
Expenses
Total expenses increased by $0.2 million to $35.4 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The increase was primarily a result of:
● An increase in interest expense of approximately $1.6 million. The increase was primarily due to a higher principal amount of debt outstanding and a larger amortization of deferred financing costs and original issue discount (“OID”), during the three months ended June 30, 2026 compared to the same period in 2025.
This increase was partially offset by:
● A decrease in real estate operating expenses and real estate taxes and insurance of approximately $0.3 million.
● A decrease in depreciation and amortization of approximately $0.2 million, which was primarily attributable to the property disposition noted above.
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● A decrease in general and administrative expenses of $0.9 million, which was primarily attributable to lower personnel costs during the three months ended June 30, 2026.
Loss on sale of properties and impairment on an asset held for sale
During the three months ended June 30, 2026, we entered into an agreement to sell our Greenwood Plaza property located in Englewood, Colorado for a gross sales price of approximately $19.4 million and an expected loss of $7.7 million, which was recorded as an impairment. We classified the property as an asset held for sale as of June 30, 2026. The property was sold on July 8, 2026.
On April 7, 2025, Monument Circle entered into a purchase and sale agreement to sell its property located in Indianapolis, Indiana for a gross sales price of $6.0 million. We estimated the fair value of this property, less estimated costs to sell, based on the purchase price set forth in the letter of intent to purchase the property that Monument Circle entered into with the third party, which resulted in recording an impairment loss of $13.3 million that was decreased by $0.4 million during the three months ended June 30, 2025, for final sale adjustments after the sale was completed on June 6, 2025.
Interest income
During the three months ended June 30, 2026 and June 30, 2025, we invested disposition proceeds in an interest-bearing account and earned $0.2 million and $0.2 million, respectively, in interest income.
Tax expense on income
Included in income taxes is the Revised Texas Franchise Tax, which is a tax on revenues from Texas properties, which was $49,000 during the three months ended June 30, 2026, compared to $51,000 during the three months ended June 30, 2025.
Net loss
Net loss for the three months ended June 30, 2026 was $16.6 million, compared to a net loss of $7.9 million for the three months ended June 30, 2025, for the reasons described above.
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The following table shows financial results for the six months ended June 30, 2026 and 2025:
Six months ended June 30,
(in thousands) 2026 2025 Change
Revenues:
Rental $ 52,580 $ 53,822 $ (1,242)
Total revenues 52,580 53,822 (1,242)
Expenses:
Real estate operating expenses 20,296 20,796 (500)
Real estate taxes and insurance 8,793 9,560 (767)
Depreciation and amortization 21,012 21,450 (438)
General and administrative 5,070 6,765 (1,695)
Interest 14,799 12,030 2,769
Total expenses 69,970 70,601 (631)
Loss on extinguishment of debt (1,267) (5) (1,262)
Loss on sale of properties and impairment of assets held for sale, net (7,691) (12,900) 5,209
Interest income 320 507 (187)
Loss before taxes (26,028) (29,177) 3,149
Tax expense 104 134 (30)
Net loss $ (26,132) $ (29,311) $ 3,179
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025:
Revenues
Total revenues decreased by $1.2 million to $52.6 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily a result of:
● A decrease in rental revenue of approximately $1.2 million arising primarily from the sale of one property in 2025 and other losses of rental income from lease expirations during the periods presented. These decreases were partially offset by rental income earned from leases commencing after June 30, 2025. Our leased space in our owned properties was 67.4% as of June 30, 2026 and 69.1% as of June 30, 2025.
Expenses
Total expenses decreased by $0.6 million to $70.0 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily a result of:
● A decrease in real estate operating expenses and real estate taxes and insurance of approximately $1.3 million.
● A decrease in depreciation and amortization of approximately $0.4 million, which was primarily attributable to the property disposition noted above.
● A decrease in general and administrative expenses of $1.7 million, which was primarily attributable to lower personnel costs during the six months ended June 30, 2026.
These decreases were partially offset by:
● An increase in interest expense of approximately $2.8 million. The increase was primarily due to a higher principal amount of debt outstanding and a larger amortization of deferred financing costs and OID during the six months ended June 30, 2026 compared to the same period in 2025.
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Loss on extinguishment of debt
During the six months ended June 30, 2026 and 2025, we repaid debt and incurred losses on extinguishment of debt of approximately $1.3 million and $5,000, respectively. The amounts during the six months ended June 30, 2026 are related to debt deal costs incurred from debt refinanced in February 2026 and the write-off of unamortized deferred financing and OID costs on the dates of debt repayments in 2026.
Loss on sale of properties and impairment on asset held for sale
During the six months ended June 30, 2026, we entered into an agreement to sell our Greenwood Plaza property located in Englewood, Colorado for a gross sales price of approximately $19.4 million and an expected loss of $7.7 million, which was recorded as an impairment. We classified the property as an asset held for sale as of June 30, 2026. The property was sold on July 8, 2026.
On April 7, 2025, Monument Circle entered into a purchase and sale agreement to sell its property located in Indianapolis, Indiana for a gross sales price of $6.0 million. We estimated the fair value of this property, less estimated costs to sell, based on the purchase price set forth in the letter of intent to purchase the property that Monument Circle entered into with the third party, which resulted in recording an impairment loss of $13.3 million that was decreased by $0.4 million during the three months ended June 30, 2025, for final sale adjustments after the sale was completed on June 6, 2025.
Interest income
During the six months ended June 30, 2026 and June 30, 2025, we invested disposition proceeds in an interest-bearing account and earned $0.3 million and $0.5 million, respectively, in interest income.
Tax expense on income
Included in income taxes is the Revised Texas Franchise Tax, which is a tax on revenues from Texas properties and which was $100,000 during the six months ended June 30, 2026, compared to $103,000 during the six months ended June 30, 2025.
Net loss
Net loss for the six months ended June 30, 2026 was $26.1 million, compared to a net loss of $29.3 million for the six months ended June 30, 2025, for the reasons described above.
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Non-GAAP Financial Measures
Funds From Operations
The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders. The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.
FFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.
Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner. We have included the NAREIT FFO definition as of May 17, 2016 in the table and note that other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do.
We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.
The calculations of FFO are shown in the following table:
For the For the
Three Months Ended Six Months Ended
June 30, June 30,
(in thousands): 2026 2025 2026 2025
Net loss $ (16,605) $ (7,876) $ (26,132) $ (29,311)
Loss on sale of properties and impairment of asset held for sale, net 7,691 (384) 7,691 12,900
Amortization of favorable leases (1) — (1) —
Depreciation and amortization 10,432 10,626 21,012 21,450
NAREIT FFO 1,517 2,366 2,570 5,039
Lease Acquisition costs 49 150 147 204
Funds From Operations $ 1,566 $ 2,516 $ 2,717 $ 5,243
Net Operating Income (NOI)
The Company provides property performance based on Net Operating Income, which we refer to as NOI. Management believes that investors are interested in this information. NOI is a non-GAAP financial measure that the Company defines as net income or loss (the most directly comparable GAAP financial measure) plus selling, general and administrative expenses, depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges, interest expense, less equity in earnings of nonconsolidated REITs, interest income, management fee income, hedge ineffectiveness, gains or losses on the sale of assets and excludes non-property specific income and expenses. The information presented includes footnotes and the data is shown by region with properties owned and consolidated in the periods presented, which we call Same Store. The comparative Same Store results include properties held for the periods presented and exclude acquired properties or properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy
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settlements and lease termination fees. NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income or loss as an indication of our performance or to cash flows as a measure of the Company’s liquidity or its ability to make distributions. The calculations of NOI are shown in the following table:
Net Operating Income (NOI)*
Rentable
Square
Feet Three Months Ended Six Months Ended Three Months Ended Six Months Ended Inc %
(in thousands) or RSF 31-Mar-26 30-Jun-26 30-Jun-26 31-Mar-25 30-Jun-25 30-Jun-25 (Dec) Change
Region
MidWest 758 $ 1,372 $ 1,466 $ 2,838 $ 1,356 $ 1,758 $ 3,114 $ (276) (8.9) %
South 1,908 4,692 4,479 9,171 4,331 4,393 8,724 447 5.1 %
West 2,143 5,397 5,607 11,004 5,849 5,516 11,365 (361) (3.2) %
Property NOI* from Owned Properties 4,809 11,461 11,552 23,013 11,536 11,667 23,203 (190) (0.8) %
Disposition and Acquisition Properties (a) - (10) — (10) (193) (108) (301) 291 1.2 %
Property NOI* 4,809 $ 11,451 $ 11,552 $ 23,003 $ 11,343 $ 11,559 $ 22,902 $ 101 0.4 %
Same Store $ 11,461 $ 11,552 $ 23,013 $ 11,536 $ 11,667 $ 23,203 $ (190) (0.8) %
Less Nonrecurring
Items in NOI* (b) 52 347 399 55 52 107 292 (1.3) %
Comparative
Same Store $ 11,409 $ 11,205 $ 22,614 $ 11,481 $ 11,615 $ 23,096 $ (482) (2.1) %
Three Months Ended Six Months Ended Three Months Ended Six Months Ended
Reconciliation to Net Loss 31-Mar-26 30-Jun-26 30-Jun-26 31-Mar-25 30-Jun-25 30-Jun-25
Net loss $ (9,527) $ (16,605) $ (26,132) $ (21,435) $ (7,876) $ (29,311)
Add (deduct):
Loss on extinguishment of debt 1,267 — 1,267 2 3 5
(Gain) loss on sale of properties and impairment of assets held for sale, net — 7,691 7,691 13,284 (384) 12,900
Management fee income (375) (311) (686) (380) (334) (714)
Depreciation and amortization 10,580 10,432 21,012 10,824 10,626 21,450
Amortization of above/below market leases — (1) (1) — — —
General and administrative 2,669 2,401 5,070 3,484 3,281 6,765
Interest expense 6,812 7,987 14,799 5,691 6,339 12,030
Interest income (163) (157) (320) (259) (248) (507)
Non-property specific items, net 188 115 303 132 152 284
Property NOI* $ 11,451 $ 11,552 $ 23,003 $ 11,343 $ 11,559 $ 22,902
(a) We define Disposition and Acquisition Properties as properties that were sold or acquired or consolidated and do not have operating activity for all periods presented.
(b) Nonrecurring Items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability.
*Excludes NOI from investments in and interest income from secured loans to non-consolidated REITs.
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The information presented below provides the weighted average GAAP rent per square foot for the six months ended June 30, 2026 for our owned properties and weighted occupancy square feet and percentages. GAAP rent includes the impact of tenant concessions and reimbursements.
Weighted
Occupied Weighted
Year Built Weighted Percentage as of Average
or Net Rentable Occupied June 30, Rent per Occupied
Property Name City State Renovated Square Feet Sq. Ft. 2026 (a) Square Feet (b)
121 South 8th Street Minneapolis MN 1974 297,744 219,080 73.6 % $ 24.44
801 Marquette Ave Minneapolis MN 1923/2017 129,691 119,108 91.8 % 27.13
Plaza Seven Minneapolis MN 1987 330,096 157,390 47.7 % 32.32
Midwest Total 757,531 495,578 65.4 % 27.59
Park Ten Houston TX 1999 157,609 133,684 84.8 % 27.40
Addison Circle Addison TX 1999 289,333 186,128 64.3 % 35.59
Eldridge Green Houston TX 1999 248,399 248,399 100.0 % 27.86
Park Ten Phase II Houston TX 2006 156,746 119,158 76.0 % 29.09
Liberty Plaza Addison TX 1985 217,841 143,100 65.7 % 25.66
Legacy Tennyson Center Plano TX 1999/2008 209,562 127,561 60.9 % 32.18
Westchase I & II Houston TX 1983/2008 629,025 383,013 60.9 % 25.41
South Total 1,908,515 1,341,043 70.3 % 28.47
1999 Broadway Denver CO 1986 682,639 329,646 48.3 % 34.27
1001 17th Street Denver CO 1977/2006 652,423 478,944 73.4 % 34.64
600 17th Street Denver CO 1982 612,143 414,788 67.8 % 34.69
Greenwood Plaza Englewood CO 2000 196,236 127,573 65.0 % 31.46
West Total 2,143,441 1,350,951 63.0 % 34.26
Total Owned Properties 4,809,487 3,187,572 66.3 % $ 30.79
(a) Based on weighted occupied square feet for the six months ended June 30, 2026, including month-to-month tenants, divided by the applicable property’s net rentable square footage.
(b) Represents annualized GAAP rental revenue for the six months ended June 30, 2026, per weighted occupied square foot.
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Liquidity and Capital Resources
Cash and cash equivalents were $22.5 million and $30.6 million as of June 30, 2026 and December 31, 2025, respectively. The decrease of $8.1 million is attributable to $2.1 million used in operating activities, less $5.8 million used in investing activities less $0.2 million used in financing activities. Although there is no guarantee that we will be able to obtain the funds necessary for our future growth, we anticipate generating funds from continuing real estate operations, use of our Delayed Draw Term Loans (as defined below) and proceeds from property dispositions. We believe that we have adequate funds to cover unusual expenses and capital improvements, in addition to normal operating expenses. Our ability to pay any dividends to stockholders in the future will depend in significant part upon the level of rental income from our real properties, property dispositions and our interest costs.
Operating Activities
Cash used in operating activities for the six months ended June 30, 2026, of $2.1 million is primarily attributable to a net loss of $26.1 million, excluding an impairment on an asset held for sale of $7.7 million plus the add-back of $26.2 million of non-cash expenses, less a decrease in accounts payable and accrued compensation of $7.2 million, less an increase in payment of deferred leasing commissions of $1.6 million, less an increase in tenant receivables of $1.0 million, less an increase in lease acquisition costs of $0.3 million plus an increase in prepaid expenses of $0.2 million.
Investing Activities
Cash used in investing activities for the six months ended June 30, 2026, of $5.8 million is primarily attributable to purchases of other real estate assets and office equipment investments.
Financing Activities
Cash used in financing activities for the six months ended June 30, 2026 of $0.2 million is primarily attributable to funding from our Term Loan of $258.5 million less payment of distributions to stockholders of $1.0 million, costs of extinguishment of debt of $1.0 million, the repayment of $249.0 million of our debt that was refinanced with the Term Loan and deferred financing costs of $7.7 million.
Liquidity beyond the next 12 months
Our ability to generate cash adequate to meet our needs is dependent primarily on income from real estate investments, the sale of real estate investments, leveraging of real estate investments, proceeds from public offerings of stock, private placement of debt and access to the capital markets. The acquisition of new properties, the payment of expenses related to real estate operations, capital improvement expenses, debt service payments, general and administrative expenses, and distribution requirements place demands on our liquidity.
We intend to operate our properties from the cash flows generated by our properties. However, our expenses are affected by various factors, including inflation. See Part II, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional factors. Increases in operating expenses are predominantly borne by our tenants. To the extent that increases cannot be passed on to our tenants through rent reimbursements, such expenses would reduce the amount of available cash flow, which can adversely affect the market value of the applicable property.
We have used a variety of sources to fund our cash needs in addition to our free cash flow generated from our investments in real estate. In the past, we considered borrowing from new lenders, adding or refinancing existing debt or raising capital through public offerings or At The Market (ATM) programs of our common stock.
TPG Term Loans
On February 26, 2026 (the “Closing Date”), we entered into a Credit Agreement (the “Credit Agreement”) with Alter Domus (US) LLC, as administrative agent, and Silver Oak Capital LLC, an affiliate of TPG Credit (collectively, the lenders from time-to-time party thereto, the “Lenders”). The Credit Agreement provides for a secured credit facility for aggregate principal commitments of up to $320 million, consisting of (i) initial term loans in an aggregate principal amount
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of $275 million (the “Initial Term Loans”), and (ii) delayed draw term loans available upon the approval of the Lenders after the Closing Date in an aggregate principal amount of up to $45 million (the “Delayed Draw Term Loans” and together with the Initial Term Loans, the “Term Loans”). The Delayed Draw Term Loans may be used, subject to certain conditions, to fund tenant improvements, leasing commissions, building improvements and other uses approved by the Lenders. The Term Loans are not subject to amortization and have an initial stated maturity date of February 26, 2029. The maturity date is subject to potential extension of up to one year at the option of the Company, subject to the satisfaction of certain conditions. We used the proceeds of the Initial Term Loans on the Closing Date to refinance and retire all outstanding indebtedness under the BMO Term Loan, BofA Term Loan and the Senior Notes (each as defined below). See Note 2, Term Loans Payable and Senior Notes, of the Notes to Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Credit Agreement.
BMO Term Loan
On February 26, 2026, we repaid in its entirety our term loan borrowing in the aggregate principal amount of approximately $70.7 million, with Bank of Montreal, as administrative agent, and the other lending institutions party thereto, which we refer to as the BMO Term Loan. The BMO Term Loan would have matured on April 1, 2026.
Effective April 1, 2025, the interest rate on the BMO Term Loan increased from 8.00% per annum to 9.00% per annum. As of February 26, 2026 and December 31, 2025, the interest rate on the BMO Term Loan was 9.00% per annum. The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan was 9% for the period of January 1, 2026 until February 26, 2026 and was 8.75% for the year ended December 31, 2025.
BofA Term Loan
On February 26, 2026, we repaid in its entirety our term loan borrowing in the amount of approximately $55.3 million, with Bank of America, N.A. as administrative agent, and other lending institutions party thereto, which we refer to as the BofA Term Loan. The BofA Term Loan would have matured on April 1, 2026.
Effective April 1, 2025, the interest rate on the BofA Term Loan increased from 8.00% per annum to 9.00% per annum. As of February 26,2026 and December 31, 2025, the interest rate on the BofA Term Loan was 9.00% per annum. The weighted average variable interest rate on all amounts outstanding under the BofA Term Loan was 9% for the period of January 1, 2026 until February 26, 2026 and was 8.75% for the year ended December 31, 2025.
Senior Notes
On February 26, 2026, we repaid in its entirety our two series of senior notes in the aggregate principal amount of approximately $122.9 million, which we refer to as the Senior Notes. The Senior Notes would have matured on April 1, 2026. The Senior Notes consisted of (i) Series A Senior Notes due April 1, 2026 in an aggregate principal amount of approximately $71.3 million, which we refer to as the Series A Notes, and (ii) Series B Senior Notes due April 1, 2026 in the aggregate principal amount of approximately $51.6 million, which we refer to as the Series B Notes.
Effective April 1, 2025, the interest rates on both the Series A Notes and the Series B Notes permanently increased from 8.00% per annum to 9.00% per annum. As of February 26, 2026 and December 31, 2025, the interest rate on both the Series A Notes and the Series B Notes was 9.00% per annum and 9.00% per annum, respectively.
Equity Offering
From time to time, we may issue debt securities, common stock, preferred stock or depository shares under a registration statement to fund the acquisition of additional properties, to pay down any existing debt financing and for other corporate purposes.
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Contingencies
We may be subject to various legal proceedings and claims that arise in the ordinary course of our business. Although occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position or results of operations.
Other Considerations
We generally pay the ordinary annual operating expenses of our owned and consolidated properties from the rental revenue generated by the properties. For the three and six months ended June 30, 2026 and 2025, respectively, the rental income exceeded the expenses for each individual property, with the exception of Monument Circle’s property for the three and six months ended June 30, 2025. Monument Circle sold its property on June 6, 2025. Monument Circle had approximately $56,000 and $132,000 of rental income and $157,000 and $450,000 of operating expenses for the three and six months ended June 30, 2025, respectively.
Off-Balance Sheet Arrangements and Contractual Obligations
There have been no material changes to our contractual obligations and off-balance-sheet arrangements as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.