What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 89 added, 72 removed, 454 unchanged (26% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

(in thousands, except share and par value amounts)

Real estate assets:

Land (amounts related to variable interest entities ("VIEs") of $ 0 and $ 6,416 at June 30, 2025 and December 31, 2024, respectively)

Buildings and improvements (amounts related to VIEs of $ 0 and $ 13,279 at June 30, 2025 and December 31, 2024, respectively)

Land (amounts related to variable interest entities ("VIEs") of $ 0 and $ 6,416 at September 30, 2025 and December 31, 2024, respectively)

Buildings and improvements (amounts related to VIEs of $ 0 and $ 13,279 at September 30, 2025 and December 31, 2024, respectively)

Fixtures and equipment

Less accumulated depreciation (amounts related to VIEs of $ 0 and $ 682 at June 30, 2025 and December 31, 2024, respectively)

Real estate assets, net (amounts related to VIEs of $ 0 and $ 19,013 at June 30, 2025 and December 31, 2024, respectively)

Acquired real estate leases, less accumulated amortization of $ 13,829 and $ 13,613 , respectively (amounts related to VIEs of $ 0 and $ 67 , less accumulated amortization of $ 0 and $ 35 at June 30, 2025 and December 31, 2024, respectively)

Cash, cash equivalents and restricted cash (amounts related to VIEs of $ 235 and $ 1,314 at June 30, 2025 and December 31, 2024, respectively)

Less accumulated depreciation (amounts related to VIEs of $ 0 and $ 682 at September 30, 2025 and December 31, 2024, respectively)

Real estate assets, net (amounts related to VIEs of $ 0 and $ 19,013 at September 30, 2025 and December 31, 2024, respectively)

Acquired real estate leases, less accumulated amortization of $ 14,238 and $ 13,613 , respectively (amounts related to VIEs of $ 0 and $ 67 , less accumulated amortization of $ 0 and $ 35 at September 30, 2025 and December 31, 2024, respectively)

Cash, cash equivalents and restricted cash (amounts related to VIEs of $ 239 and $ 1,314 at September 30, 2025 and December 31, 2024, respectively)

Tenant rent receivables

6 unchanged sentences

Series A & Series B Senior Notes, less unamortized financing costs of $ 473 and $ 1,191 , respectively

Accounts payable and accrued expenses (amounts related to VIEs of $ 83 and $ 534 at June 30, 2025 and December 31, 2024, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 83 and $ 534 at September 30, 2025 and December 31, 2024, respectively)

Accrued compensation

15 unchanged sentences

Consolidated Statements of Operations

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

(in thousands, except per share amounts)

6 unchanged sentences

Loss on extinguishment of debt

Gain (loss) on sale of properties and impairment of assets held for sale, net

Loss on sale of properties and impairment of assets held for sale, net

Interest income

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

21 unchanged sentences

Balance, June 30, 2024

Comprehensive loss

Distributions $ 0.01 per

share of common stock

Balance, September 30, 2024

Balance, December 31, 2024

8 unchanged sentences

Balance, June 30, 2025

Comprehensive loss

Distributions $ 0.01 per

share of common stock

Balance, September 30, 2025

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

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(in thousands)

16 unchanged sentences

Payment of deferred leasing commissions

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

24 unchanged sentences

The Company also has a non-controlling common stock interest in the corporation that is the sole member of FSP Monument Circle LLC, which corporation was organized to operate as a real estate investment trust (“Monument Circle” or the “Sponsored REIT”).

As of June 30, 2025, the Company owned and operated a portfolio of real estate consisting of 14 operating properties.

As of September 30, 2025, the Company owned and operated a portfolio of real estate consisting of 14 operating properties.

The Company may pursue, on a selective basis, the sale of its properties in order to take advantage of the value creation and demand for its properties, for geographic, property specific reasons or for other general corporate purposes.

The following table summarizes the Company’s number of owned and consolidated properties and rentable square feet of real estate.

As of June 30,

As of September 30,

Owned and Consolidated Properties:

1 unchanged sentence

Rentable square feet

(1) Includes two properties that were classified as an asset held for sale as of June 30, 2024.

(1) Includes one property that was classified as an asset held for sale as of September 30, 2024.

Basis of Presentation

6 unchanged sentences

In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or for any other period.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or for any other period.

Liquidity and Management’s Plan

As of July 29, 2025, the Company had aggregate outstanding indebtedness under three unsecured loans, the BofA Term Loan, the BMO Term Loan and the Senior Notes (each as defined and described in Note 2 below), totaling approximately $ 249.8 million and maturing on April 1, 2026, which is within 12 months of the date of issuance of the financial statements accompanying this Quarterly Report on Form 10-Q.

As of October 28, 2025, the Company had aggregate outstanding indebtedness under three unsecured loans, the BofA Term Loan, the BMO Term Loan and the Senior Notes (each as defined and described in Note 2 below), totaling approximately $ 248.9 million and maturing on April 1, 2026, which is within 12 months of the date of issuance of the financial statements accompanying this Quarterly Report on Form 10-Q.

Management intends to engage in discussions with the Company’s lenders and/or third party financing sources to extend or refinance the Company’s existing debt and the Company also may seek to effect asset sales or other potential transactions to repay such debt prior to the applicable maturity dates.

12 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows.

September 30,

(in thousands)

2 unchanged sentences

Total cash, cash equivalents and restricted cash

(1) Includes $ 235 and $ 1,745 at June 30, 2025 and 2024, respectively, pertaining to Monument Circle, which the Company is unable to utilize for its own operational purposes.

(1) Includes $ 89 and $ 1,608 at September 30, 2025 and 2024, respectively, pertaining to Monument Circle, which the Company is unable to utilize for its own operational purposes.

Restricted cash consists of escrows arising from property sales.

19 unchanged sentences

Asset management fees range from 1 % to 5 % of collected rents and the applicable contracts are cancellable with 30 days notice.

The Company recognized no asset management fee income from non-consolidated entities for each of the six months ended June 30, 2025 and 2024.

The Company recognized no interest income and fees from the Sponsored REIT Loan for each of the three and six months ended June 30, 2025 and 2024.

The Company recognized no asset management fee income from non-consolidated entities for each of the nine months ended September 30, 2025 and 2024.

The Company recognized no interest income and fees from the Sponsored REIT Loan for each of the three and nine months ended September 30, 2025 and 2024.

On October 29, 2021, the Company agreed to amend and restate the then existing Sponsored REIT Loan to extend the maturity date from December 6, 2022 to June 30, 2023 and to advance an additional $ 3.0 million tranche of indebtedness to Monument Circle with the same June 30, 2023 maturity date, effectively increasing the aggregate principal amount of the Sponsored REIT Loan from $ 21 million to $ 24 million.

38 unchanged sentences

BMO Term Loan

As of June 30, 2025, the Company has a term loan borrowing in the aggregate principal amount of approximately $ 70.9 million (the “BMO Term Loan”) with Bank of Montreal, as administrative agent, and the other lending institutions party thereto, that matures on April 1, 2026.

As of September 30, 2025, the Company has a term loan borrowing in the aggregate principal amount of approximately $ 70.7 million (the “BMO Term Loan”) with Bank of Montreal, as administrative agent, and the other lending institutions party thereto, that matures on April 1, 2026.

On February 21, 2024, the Company amended the BMO Term Loan by entering into a Second Amendment to Second Amended and Restated Credit Agreement with Bank of Montreal and the other lending institutions party thereto (the “BMO Second Amendment”).

19 unchanged sentences

On May 16, 2025, the Company repaid an approximately $ 103,000 portion of the BMO Term Loan from escrows collected on May 14, 2025, which had been held from the sale of a property located in Glen Allen, Virginia and the sale of a property located in Atlanta, Georgia.

On August 1, 2025, the Company repaid an approximately $ 256,000 portion of the BMO Term Loan from escrows collected on July 31, 2025, which had been held from the sale of a property located in Atlanta, Georgia.

Effective February 21, 2024, upon entering into the BMO Second Amendment, the BMO Term Loan bears interest at either (i) 300 basis points over one , three or six month term SOFR, plus a corresponding adjustment of 0.11448 %, 0.26161 % or 0.42826 %, respectively, with a floor on SOFR of 5.00 % or (ii) 200 basis points over the base rate with a floor on the base rate of 6.00 %.

2 unchanged sentences

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 June 30, 2025 and December 31, 2024, the interest rate on the BMO Term Loan was 9.00 % and 8.00 % per annum, respectively.

The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan was 8.50 % and 8.34 % for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the interest rate on the BMO Term Loan was 9.00 % and 8.00 % per annum, respectively.

The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan was 8.67 % and 8.34 % for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

Although the interest rate on the BMO Term Loan was variable under the BMO Credit Agreement, the Company fixed the base LIBOR interest rate that previously applied to the BMO Term Loan by entering into interest rate swap transactions.

2 unchanged sentences

The BMO Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of property, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge the Company’s equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of the Company’s common stock, going concern qualifications to the Company’s financial statements, and transactions with affiliates.

In addition, the BMO Credit Agreement also restricts the Company’s ability to make quarterly dividend distributions that exceed $ 0.01 per share of the Company’s common stock;

provided, however, that notwithstanding such restriction, the Company is permitted to make

dividend distributions based on the Company’s good faith estimate of projected or estimated taxable income or otherwise as necessary to retain the Company’s status as a real estate investment trust, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which the Company would otherwise be subject.

In addition, the BMO Credit Agreement also restricts the Company’s ability to make quarterly dividend distributions that exceed $ 0.01 per share of

the Company’s common stock;

provided, however, that notwithstanding such restriction, the Company is permitted to make dividend distributions based on the Company’s good faith estimate of projected or estimated taxable income or otherwise as necessary to retain the Company’s status as a real estate investment trust, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which the Company would otherwise be subject.

The BMO Credit Agreement also contains financial covenants that require the Company to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.

The Company was in compliance with the BMO Term Loan financial covenants as of June 30, 2025.

The Company was in compliance with the BMO Term Loan financial covenants as of September 30, 2025.

The BMO Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, certain cross defaults and a change in control of the Company (as defined in the BMO Credit Agreement).

2 unchanged sentences

BofA Term Loan

As of June 30, 2025, the Company has a term loan borrowing in the aggregate principal amount of approximately $ 55.5 million (the “BofA Term Loan”) with Bank of America, N.A.

As of September 30, 2025, the Company has a term loan borrowing in the aggregate principal amount of approximately $ 55.3 million (the “BofA Term Loan”) with Bank of America, N.A.

as administrative agent, and other lending institutions party thereto that matures on April 1, 2026.

21 unchanged sentences

On May 16, 2025, the Company repaid an approximately $ 80,000 portion of the BofA Term Loan from escrows collected on May 14, 2025, which had been held from the sale of a property located in Glen Allen, Virginia and the sale of a property located in Atlanta, Georgia.

On August 1, 2025, the Company repaid an approximately $ 200,000 portion of the BofA Term Loan from escrows collected on July 31, 2025, which had been held from the sale of a property located in Atlanta, Georgia.

Effective February 21, 2024, upon entering into the BofA Second Amendment, the BofA Term Loan bears interest at 300 basis points over either (i) the daily simple SOFR, plus an adjustment of 0.11448 %, or (ii) one , three or six month term SOFR, plus a corresponding adjustment of 0.11448 %, 0.26161 % or 0.42826 %, respectively, with a floor on SOFR of 5.00 %.

3 unchanged sentences

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 June 30, 2025 and December 31, 2024, the interest rate on the BofA Term Loan was 9.00 % and 8.00 % per annum, respectively.

The weighted average variable interest rate on all amounts outstanding under the BofA Term Loan was 8.50 % and 8.34 % for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the interest rate on the BofA Term Loan was 9.00 % and 8.00 % per annum, respectively.

The weighted average variable interest rate on all amounts outstanding under the BofA Term Loan was 8.67 % and 8.34 % for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

The BofA Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of property, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge the Company’s equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of the Company’s common stock, going concern qualifications to the Company’s financial statements, and transactions with affiliates.

2 unchanged sentences

The BofA Credit Agreement also contains financial covenants that require the Company to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.

The Company was in compliance with the BofA Term Loan financial covenants as of June 30, 2025.

The Company was in compliance with the BofA Term Loan financial covenants as of September 30, 2025.

The BofA Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with the provisions of the BofA Credit Agreement, certain cross defaults and a change in control of the Company (as defined in the BofA Credit Agreement).

1 unchanged sentence

For certain events of default related to bankruptcy, insolvency, and receivership, all outstanding obligations of the Company will become immediately due and payable.

As of June 30, 2025, the Company has senior notes in the aggregate principal amount of approximately $ 123.4 million (the “Senior Notes”) that mature on April 1, 2026.

As of September 30, 2025, the Company has senior notes in the aggregate principal amount of approximately $ 122.9 million (the “Senior Notes”) that mature on April 1, 2026.

The Senior Notes consist of (i) Series A Senior Notes due April 1, 2026 in an aggregate principal amount of approximately $ 71.3 million (the “Series A Notes”) and (ii) Series B Senior Notes due April 1, 2026 in the aggregate principal amount of approximately $ 51.6 million (the “Series B Notes”).

2 unchanged sentences

(1) extend the maturity date of the Series A Notes from December 20, 2024 to April 1, 2026;

(2) shorten the maturity date of the Series B Notes from December 20, 2027 to April 1, 2026;

(3) increase the interest rate applicable to the Series A Notes from 4.49 %

per annum to 8.00 % per annum;

(2) shorten the maturity date of the Series B

Notes from December 20, 2027 to April 1, 2026;

(3) increase the interest rate applicable to the Series A Notes from 4.49 % per annum to 8.00 % per annum;

(4) increase the interest rate applicable to the Series B Notes from 4.76 % per annum to 8.00 % per annum;

14 unchanged sentences

On May 16, 2025, the Company repaid an approximately $ 103,000 portion of the Series A Notes and an approximately $ 75,000 portion of the Series B Notes from escrows collected on May 14, 2025, which had been held from the sale of a property located in Glen Allen, Virginia and the sale of a property located in Atlanta, Georgia.

As of June 30, 2025, approximately $ 71.6 million aggregate principal amount of the Series A Notes remained outstanding and approximately $ 51.8 million aggregate principal amount of the Series B Notes remained outstanding.

On August 1, 2025, the Company repaid an approximately $ 258,000 portion of the Series A Notes and an approximately $ 187,000 portion of the Series B Notes from escrows collected on August 1, 2025, which had been held from the sale of a property located in Atlanta, Georgia.

As of September 30, 2025, approximately $ 71.3 million aggregate principal amount of the Series A Notes remained outstanding and approximately $ 51.6 million aggregate principal amount of the Series B Notes remained outstanding.

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 June 30, 2025 and December 31, 2024, the interest rate on both the Series A Notes and Series B Notes was 9.00 % per annum and 8.00 % per annum, respectively.

As of September 30, 2025 and December 31, 2024, the interest rate on both the Series A Notes and Series B Notes was 9.00 % per annum and 8.00 % per annum, respectively.

The Note Purchase Agreement contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of property, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge the Company’s equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of the Company’s common stock, going concern qualifications to the Company’s financial statements, transactions with affiliates, certain restrictions on severance, retention and similar arrangements applicable to the Company’s executive officers, and real estate investment trust compliance requirements.

2 unchanged sentences

The Note Purchase Agreement also contains financial covenants that require the Company to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.

The Company was in compliance with the Note Purchase Agreement financial covenants as of June 30, 2025.

The Company was in compliance with the Note Purchase Agreement financial covenants as of September 30, 2025.

The Note Purchase Agreement contains customary events of default, including payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events.

5 unchanged sentences

On February 8, 2023, the Company terminated the 2019 BMO Interest Rate Swap applicable to the BMO Term Loan and, on February 10, 2023, the Company received an aggregate of approximately $ 4.3 million as a result of such terminations, of which approximately $ 0.1 million related to interest receivable.

As of June 30, 2025, there were no derivative instruments.

As of September 30, 2025, there were no derivative instruments.

The 2019 BMO Interest Rate Swap qualified as a cash flow hedge and has been recognized on the consolidated balance sheets at fair value.

1 unchanged sentence

The ineffective portion of a derivative’s change in fair value will be recognized in earnings in the same period in which the hedged interest payments affect earnings, which may increase or decrease reported net income and stockholders’ equity prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows.

The gain (loss) on the 2019 BMO Interest Rate Swap was recorded in other comprehensive income (loss) (OCI), and the accompanying consolidated statements of operations as a component of interest expense for the six months ended June 30, 2025 and 2024, was as follows:

The gain (loss) on the 2019 BMO Interest Rate Swap was recorded in other comprehensive income (loss) (OCI), and the accompanying consolidated statements of operations as a component of interest expense for the nine months ended September 30, 2025 and 2024, was as follows:

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Interest Rate Swaps in Cash Flow Hedging Relationships:

7 unchanged sentences

Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised or converted into shares.

There were no potential dilutive shares outstanding at each of June 30, 2025 and 2024.

There were no potential dilutive shares outstanding at each of September 30, 2025 and 2024.

Stockholders’ Equity

As of June 30, 2025, the Company had 103,690,340 shares of common stock outstanding.

As of September 30, 2025, the Company had 103,690,340 shares of common stock outstanding.

The Company declared and paid dividends as follows (in thousands, except per share amounts):

2 unchanged sentences

Second quarter of 2025

Third quarter of 2025

First quarter of 2024

Second quarter of 2024

Third quarter of 2024

Equity-Based Compensation

4 unchanged sentences

Upon granting an Award, the Company will recognize compensation cost equal to the fair value of the Company’s common stock, as determined by the Company’s Board of Directors, on the date of the grant.

On May 31, 2024 and May 30, 2025, the Company granted shares under the Plan to non-employee directors with the compensation cost related to such grants indicated in the table below, which was recognized during the three months ended June 30, 2024 and June 30, 2025, respectively, and is included in general and administrative expenses for such period.

On May 31, 2024 and May 30, 2025, the Company granted shares under the Plan to non-employee directors with the compensation cost related to such grants indicated in the table below, which was recognized during the year ended December 31, 2024 and the nine months ended September 30, 2025, respectively, and is included in general and administrative expenses for such period.

Such shares were fully vested on the date of issuance.

4 unchanged sentences

Shares granted 2025

Balance June 30, 2025

Balance September 30, 2025

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).

3 unchanged sentences

One such restriction is that the Company generally cannot own more than 10 % of the voting power or value of the securities of any one issuer unless the issuer is itself a REIT or a taxable REIT subsidiary (“TRS”).

In the case of TRSs, the Company’s ownership of securities in all TRSs generally cannot exceed 20 % ( 25 % of taxable years beginning on or before December 31, 2017) of the value of all of the Company’s assets and, when considered together with other non-real estate

assets, cannot exceed 25 % of the value of all of the Company’s assets.

In the case of TRSs, the

Company’s ownership of securities in all TRSs generally cannot exceed 20 % ( 25 % of taxable years beginning on or before December 31, 2017) of the value of all of the Company’s assets and, when considered together with other non-real estate assets, cannot exceed 25 % of the value of all of the Company’s assets.

FSP Investments LLC and FSP Protective TRS Corp.

17 unchanged sentences

A valuation allowance is provided for the full amount of the gross NOLs available as the realization of any tax benefits remaining from such NOLs is not assured.

The gross amount of NOLs available to the Company was approximately $ 95.8 million and $ 95.8 million as of June 30, 2025 and December 31, 2024, respectively.

The gross amount of NOLs available to the Company was approximately $ 95.8 million as of both September 30, 2025 and December 31, 2024.

Income Tax Expense

The Company recognized approximately $31,000 in Federal Income Tax expense related to the sale of Monument Circle for the six months ended June 30, 2025.

The Company recognized approximately $ 31,000 in Federal Income Tax expense related to the sale of Monument Circle for the nine months ended September 30, 2025.

The Company is subject to a business tax known as the Revised Texas Franchise Tax.

1 unchanged sentence

Because the tax base on the Revised Texas Franchise Tax is derived from an income based measure, it is considered an income tax.

The Company recorded a provision for the Revised Texas Franchise Tax of $ 103,000 and $ 106,000 for the six months ended June 30, 2025 and 2024, respectively.

The Company recorded a provision for the Revised Texas Franchise Tax of $ 106,000 and $ 162,000 for the nine months ended September 30, 2025 and 2024, respectively.

The income tax expense reflected in the consolidated statements of operations relates primarily to a franchise tax on the Company’s Texas properties.

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(Dollars in thousands)

11 unchanged sentences

The Company applies ASC 842-Leases to the combined lease and non-lease components.

For the six months ended June 30, 2025 and 2024, the Company recognized the following amounts of income relating to lease payments:

For the nine months ended September 30, 2025 and 2024, the Company recognized the following amounts of income relating to lease payments:

Income relating to lease payments:

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(in thousands)

Income from leases (1)

(1) Includes amounts recognized from variable lease payments of $ 15,929 and $ 17,462 for the six months ended June 30, 2025 and 2024, respectively.

(1) Includes amounts recognized from variable lease payments of $ 24,362 and $ 26,584 for the nine months ended September 30, 2025 and 2024, respectively.

Disposition of Properties and Assets Held for Sale

On April 7, 2025, Monument Circle entered into a purchase and sale agreement to sell its property located in Indianapolis, Indiana to a third party for a gross sales price of $ 6.0 million.

The property was sold on June 6, 2025 at a total loss of $ 12.9 million, including an impairment loss of $ 13.3 million that was recorded during the three months ended March 31, 2025 that was decreased by $ 0.4 million for final sale adjustments during the three months ended June 30, 2025 after the sale was completed.

The property was sold on June 6, 2025 at a total loss of $ 12.9 million, including an impairment loss of $ 13.3 million that was recorded during the three months ended March 31, 2025 and was decreased by $ 0.4 million for final sale adjustments during the three months ended June 30, 2025 after the sale was completed.

In October 2021, as part of its consideration for agreeing to amend and restate the Sponsored REIT Loan, the Company obtained from the stockholders of the parent of Monument Circle the right to vote their shares in favor of any sale of the property owned by Monument Circle any time on or after January 1, 2023.

6 unchanged sentences

During the three months ended June 30, 2024, the Company entered into an agreement to sell a property in Glen Allen, Virginia for a gross sales price of approximately $ 31.0 million and an expected loss of $ 13.2 million.

The Company reclassified $ 28.6 million of its office property as an asset held for sale as of June 30, 2024, which was comprised of $ 38.0 million of real estate assets, net of accumulated depreciation, $ 1.4 million of straight-line rents receivable, and $ 2.4 million

of deferred leasing commissions, net of accumulated amortization.

The Company recorded the property at the fair value less cost to sell, which was less than the carrying value and resulted in an impairment loss of $ 13.2 million in the three months ended June 30, 2024.

7 unchanged sentences

The asset held for sale located in Atlanta, Georgia, was expected to sell for a gross sales price of $ 40.0 million at a loss of approximately $ 20.5 million, which was recorded as an impairment loss as of September 30, 2023, however on November 15, 2023, the Company received notice from the buyer indicating that the buyer was terminating the transaction and directing the deposit and interest be disbursed to the Company.

The property remained classified as an asset held for sale as of June 30, 2024.

The property remained classified as an asset held for sale as of September 30, 2024.

During the three months ended September 30, 2024, the Company entered into an agreement to sell the property located in Atlanta, Georgia, which was classified as an asset held for sale during 2023.

16 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

Nine Months Ended

(in thousands)

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Total consolidated revenues

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

Nine Months Ended

Reconciliation to Net loss

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Add (deduct):

7 unchanged sentences

Subsequent Events

On July 11, 2025 , the Board of Directors of the Company declared a cash distribution of $ 0.01 per share of common stock payable on August 14, 2025 , to stockholders of record on July 25, 2025 .

On October 3, 2025 , the Board of Directors of the Company declared a cash distribution of $ 0.01 per share of common stock payable on November 6, 2025 , to stockholders of record on October 17, 2025 .

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