What changed in this filing

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Item 1. Financial Statements

2023-08-01 compared with 2023-05-02 · 93 added, 66 removed, 440 unchanged (27% of the section changed)

4 unchanged sentences

Real estate assets:

Land (amounts related to variable interest entities ("VIEs") of $ 6,415 and $ 0 at March 31, 2023 and December 31, 2022, respectively)

Buildings and improvements (amounts related to VIEs of $ 13,279 and $ 0 at March 31, 2023 and December 31, 2022, respectively)

Land (amounts related to variable interest entities ("VIEs") of $ 6,416 and $ 0 at June 30, 2023 and December 31, 2022, respectively)

Buildings and improvements (amounts related to VIEs of $ 13,279 and $ 0 at June 30, 2023 and December 31, 2022, respectively)

Fixtures and equipment

Less accumulated depreciation (amounts related to VIEs of $ 85 and $ 0 at March 31, 2023 and December 31, 2022, respectively)

Real estate assets, net (amounts related to VIEs of $ 19,609 and $ 0 at March 31, 2023 and December 31, 2022, respectively)

Acquired real estate leases, less accumulated amortization of $ 20,170 and $ 20,243 , respectively (amounts related to VIEs of $ 305 , less accumulated amortization of $ 55 and $ 0 at March 31, 2023 and December 31, 2022, respectively)

Cash, cash equivalents and restricted cash (amounts related to VIEs of $ 2,919 and $ 0 at March 31, 2023 and December 31, 2022, respectively)

Less accumulated depreciation (amounts related to VIEs of $ 170 and $ 0 at June 30, 2023 and December 31, 2022, respectively)

Real estate assets, net (amounts related to VIEs of $ 19,524 and $ 0 at June 30, 2023 and December 31, 2022, respectively)

Acquired real estate leases, less accumulated amortization of $ 20,962 and $ 20,243 , respectively (amounts related to VIEs of $ 305 , less accumulated amortization of $ 111 and $ 0 at June 30, 2023 and December 31, 2022, respectively)

Asset held for sale

Cash, cash equivalents and restricted cash (amounts related to VIEs of $ 2,604 and $ 0 at June 30, 2023 and December 31, 2022, respectively)

Tenant rent receivables

10 unchanged sentences

Series A & Series B Senior Notes, less unamortized financing costs of $ 412 and $ 494 , respectively

Accounts payable and accrued expenses (amounts related to VIEs of $ 619 and $ 0 at March 31, 2023 and December 31, 2022, respectively)

Accounts payable and accrued expenses (amounts related to VIEs of $ 539 and $ 0 at June 30, 2023 and December 31, 2022, respectively)

Accrued compensation

15 unchanged sentences

Consolidated Statements of Operations

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

(in thousands, except per share amounts)

9 unchanged sentences

Gain on consolidation of Sponsored REIT

Gain on sale of properties, net

Income (loss) before taxes

Net income (loss)

Impairment and loan loss reserve

Gain on sale of properties and impairment of asset held for sale, net

Loss before taxes

Weighted average number of shares outstanding , basic and diluted

Net income (loss) per share, basic and diluted

Net loss per share , basic and diluted

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

2 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

Net income (loss)

Other comprehensive income (loss):

2 unchanged sentences

Total other comprehensive income (loss)

Comprehensive income

Comprehensive loss

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

12 unchanged sentences

Balance, March 31, 2022

Comprehensive income (loss)

Equity-based compensation

Distributions $ 0.09 per

share of common stock

Balance, June 30, 2022

Balance, December 31, 2022

3 unchanged sentences

Balance, March 31, 2023

Comprehensive loss

Equity-based compensation

Distributions $ 0.01 per

share of common stock

Balance, June 30, 2023

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

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

For the Six Months Ended June 30,

(in thousands)

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net loss to net cash (used in) operating activities:

Depreciation and amortization expense

Amortization of above and below market leases

Shares issued as compensation

Amortization of other comprehensive income into interest expense

1 unchanged sentence

Gain on consolidation of Sponsored REIT

Gain on sale of properties, net

Impairment and loan loss reserve

Gain on sale of properties and impairment of asset held for sale, net

Changes in operating assets and liabilities:

7 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:

29 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 March 31, 2023, the Company owned and operated a portfolio of real estate consisting of 20 operating properties, and the Sponsored REIT, which was consolidated effective January 1, 2023.

As of June 30, 2023, the Company owned and operated a portfolio of real estate consisting of 20 operating properties, and the Sponsored REIT, which was consolidated effective January 1, 2023.

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 March 31,

As of June 30,

Owned and Consolidated Properties:

1 unchanged sentence

Rentable square feet

(1) Includes a property that was classified as an asset held for sale as of June 30, 2023.

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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any other period.

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or for any other period.

Financial Instruments

As disclosed in Note 4, the Company’s derivatives were recorded at fair value using Level 2 inputs prior to their termination on February 8, 2023.

The Company estimates that the carrying values of cash and cash equivalents, restricted cash, receivables, prepaid expenses, accounts payable and accrued expenses, accrued compensation, and tenant security deposits approximate their fair values based on their short-term maturity and the bank note and term loans payable approximate their fair values as they bear interest at variable interest rates or at rates that are at market for similar investments.

approximate their fair values based on their short-term maturity and the bank note and term loans payable approximate their fair values as they bear interest at variable interest rates or at rates that are at market for similar investments.

Cash, Cash Equ ivalents and Restricted Cash

29 unchanged sentences

the value assigned to land approximates its appraised value;

and the value assigned to leases approximate their fair value.

and the value assigned to

leases approximate their fair value.

Other assets and liabilities are recorded at their historical costs, which approximates fair value.

5 unchanged sentences

Value of acquired real estate leases

The following is quantitative information about significant unobservable inputs in our Level 3 measurement of the assets acquired in the consolidation of Monument Circle and were measured at fair value on a nonrecurring basis at Janury 1, 2023:

Fair Value (1) at

25 unchanged sentences

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

Asset management fee income from non-consolidated entities amounted to approximately $ 0 and $ 9,000 for the three months ended March 31, 2023 and 2022, respectively.

Asset management fee income from non-consolidated entities amounted to approximately $ 0 and $ 21,000 for the six months ended June 30, 2023 and 2022, respectively.

Prior to the consolidation of Monument Circle on January 1, 2023, the Company held the Sponsored REIT Loan, which was reported in the balance sheet as a related party mortgage loan receivable.

8 unchanged sentences

The outstanding Sponsored REIT Loan is secured by a mortgage on the underlying property and the balances within the borrower’s cash accounts.

The Sponsored REIT Loan matures on June 30, 2023.

The Company recognized interest income and fees from the Sponsored REIT Loan of approximately $ 0 and $ 451,000 for the three months ended March 31, 2023 and 2022, respectively.

The Company recognized interest income and fees from the Sponsored REIT Loan of approximately $ 0 and $ 906,000 for the six months ended June 30, 2023 and 2022, respectively.

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 FSP Monument Circle LLC 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.

In addition, the Company agreed to defer all principal and interest payments due under the Sponsored REIT Loan until the maturity date on June 30, 2023.

In addition, the Company agreed to defer all principal and interest payments due under the Sponsored REIT Loan until the maturity date.

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.

There were no commitments to lend additional funds to the Sponsored REIT.

The Company recorded a $ 4.2 million increase in our provision for credit losses during the year ended December 31, 2022 which was primarily due to the deterioration within the real estate market, changes to key assumptions applied without our financial model to reflect these changes, such as the exit capitalization and discount rates, and due to an increase in the accrued interest receivable balance.

The Company recorded a $ 4.2 million decrease in our provision for credit losses during the three months ended March 31, 2023.

The change in the allowance for credit losses during the three months ended March 31, 2023 is due to the consolidation of Monument Circle.

On June 26, 2023, the Sponsored REIT Loan maturity was extended to September 30, 2023.

The Company recorded a $ 4.2 million increase in our provision for credit losses during the year ended December 31, 2022 which was primarily due to the deterioration within the real estate market, changes to key assumptions applied within our financial model to reflect these changes, such as the exit capitalization and discount rates, and an increase in the accrued interest receivable balance.

The Company recorded a $ 4.2 million decrease in its provision for credit losses during the three months ended March 31, 2023.

The change in the allowance for credit losses during the three months ended March 31, 2023 was due to the consolidation of Monument Circle.

There were no adjustments during the three months ended June 30, 2023.

The following table presents a roll-forward of our allowance for credit losses.

For the Three Months Ended March 31,

For the Six Months Ended June 30,

(Dollars in thousands)

20 unchanged sentences

The BMO Credit Agreement initially provided for an unsecured term loan borrowing in the amount of $ 220 million (the “BMO Term Loan”).

In connection with the BMO First Amendment, the Company repaid a $ 40 million portion of the remaining balance of the BMO Term Loan, so that $ 125 million remains outstanding as of March 31, 2023.

In connection with the BMO First Amendment, the Company repaid a $ 40 million portion of the remaining balance of the BMO Term Loan, so that $ 125 million remains outstanding as of June 30, 2023.

On or before April 1, 2024, the Company is required to repay an additional $ 25 million of the BMO Term Loan.

2 unchanged sentences

Prior to February 10, 2023, the BMO Term Loan bore interest at either (i) a number of basis points over LIBOR depending on the Company’s credit rating ( 165 basis points over LIBOR at December 31, 2022) or (ii) a number of basis points over the base rate depending on the Company’s credit rating ( 65 basis points over the base rate at December 31, 2022).

As of March 31, 2023, the interest rate on the BMO Term Loan was 7.92 % per annum.

The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan from February 8, 2023, which is when the Company terminated its outstanding interest rate swaps applicable to the BMO Term Loan as described below, through March 31, 2023 was approximately 7.16 % per annum.

As of June 30, 2023, the interest rate on the BMO Term Loan was 8.26 % per annum.

Although the interest rate on the BMO Term Loan is 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.

12 unchanged sentences

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

We were in compliance with the BMO Term Loan financial covenants as of March 31, 2023.

The Company was in compliance with the BMO Term Loan financial covenants as of June 30, 2023.

BofA Revolver

3 unchanged sentences

Effective October 1, 2023, availability under the BofA Revolver will be reduced to $ 125 million and, effective April 1, 2024, availability under the BofA Revolver will be further reduced to $ 100 million.

As of March 31, 2023 and April 27, 2023, there were borrowings of $ 75 million and $ 75 million drawn and outstanding under the BofA Revolver, respectively, which borrowings include $ 40 million that the Company borrowed on February 10, 2023 to repay a portion of the BMO Term Loan.

As of June 30, 2023 and July 27, 2023, there were borrowings of $ 75 million and $ 80 million drawn and outstanding under the BofA Revolver, respectively, which borrowings include $ 40 million that the Company borrowed on February 10, 2023 to repay a portion of the BMO Term Loan.

Borrowings made pursuant to the BofA Revolver may be borrowed, repaid and reborrowed from time to time until the maturity date on October 1, 2024.

6 unchanged sentences

The previous facility fee was assessed against the aggregate amount of lender commitments regardless of usage ( 0.350 % at December 31, 2022).

As of March 31, 2023, the interest rate on the BofA Revolver was 7.92 % per annum.

The weighted average variable interest rate on all amounts outstanding under the BofA Revolver through March 31, 2023 was approximately 6.91 % per annum.

As of June 30, 2023, the interest rate on the BofA Revolver was 8.26 % per annum.

The weighted average variable interest rate on all amounts outstanding under the BofA Revolver through June 30, 2023 was approximately 7.66 % per annum.

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, changes in business, certain restricted payments, use of proceeds, the amount of cash and cash equivalents that the Company can have on its balance sheet after giving effect to an advance under the BofA Revolver, repurchases and redemptions of the Company’s common stock, going concern qualifications to our financial statements, and the requirement to have subsidiaries provide a guaranty in the event that they incur recourse indebtedness and transactions with affiliates.

2 unchanged sentences

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 Company was in compliance with the BofA Revolver financial covenants as of March 31, 2023.

The Company was in compliance with the BofA Revolver financial covenants as of June 30, 2023.

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).

34 unchanged sentences

The Senior Notes bear interest depending on the Company’s credit rating.

As of March 31, 2023, the Series A Notes bear interest at 4.49 % per annum and the Series B Notes bear interest at 4.76 % per annum.

As of June 30, 2023, the Series A Notes bear interest at 4.49 % per annum and the Series B Notes bear interest at 4.76 % per annum.

The Note Purchase Agreement contains customary financial covenants, including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, and a maximum unencumbered leverage ratio.

7 unchanged sentences

In the case of an event of default, the Purchasers may, among other remedies, accelerate the payment of all obligations.

The Company was in compliance with the Senior Notes financial covenants as of March 31, 2023.

The Company was in compliance with the Senior Notes financial covenants as of June 30, 2023.

Financial Instruments:

2 unchanged sentences

The variable rates that were fixed under the 2019 BMO Interest Rate Swap is described in Note 3.

On February 8, 2023, we 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 March 31, 2023, there were no derivative instruments.

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, 2023, 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.

5 unchanged sentences

(in thousands)

March 31, 2023

June 30, 2023

December 31, 2022

4 unchanged sentences

derivative asset in the consolidated balance sheet at December 31, 2022.

The gain (loss) on the Company’s 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 three months ended March 31, 2023 and 2022, was as follows:

The gain (loss) on the Company’s 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, 2023 and 2022, was as follows:

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Interest Rate Swaps in Cash Flow Hedging Relationships:

2 unchanged sentences

Total amount of Interest Expense presented in the consolidated statements of operations

Over time, the realized gains in accumulated other comprehensive income will be reclassified into earnings as a decrease to interest expense in the same periods in which the hedged interest payments woud affect earnings.

The Company estimates

14 unchanged sentences

Diluted net income 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 March 31, 2023 and 2022.

There were no potential dilutive shares outstanding at each of June 30, 2023 and 2022.

Stockholders’ Equity

As of March 31, 2023, the Company had 103,235,914 shares of common stock outstanding.

As of June 30, 2023, the Company had 103,430,353 shares of common stock outstanding.

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

1 unchanged sentence

First quarter of 2023

Second quarter of 2023

Special dividend declared in December 2021 and paid January 2022

First quarter of 2022

Second quarter of 2022

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 17, 2022, 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, 2022 and is included in general and administrative expenses for such period.

On each of May 17, 2022 and May 18, 2023, 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, 2022 and the six months ended June 30, 2023, respectively, included in general and administrative expenses for the respective period.

Such shares were fully vested on the date of issuance.

4 unchanged sentences

Shares granted 2023

Balance March 31, 2023

Balance June 30, 2023

Repurchase of Common Stock

31 unchanged sentences

Net operating losses

Section 382 of the Code restricts a corporation’s ability to use NOLs to offset future taxable income following certain “ownership changes.” Such ownership changes occurred with past mergers and accordingly a portion of the NOLs incurred by the Sponsored REITs available for use by the Company in any particular future taxable year will be limited.

Section 382 of the Code restricts a corporation’s ability to use NOLs to offset future taxable income following certain “ownership changes.” Such ownership changes occurred with past mergers and accordingly a portion of the NOLs incurred by the Company’s prior sponsored REITs available for use by the Company in any particular future taxable year will be limited.

To the extent that the Company does not utilize the full amount of the annual NOLs limit, the unused amount may be carried forward to offset taxable income in future years.

1 unchanged sentence

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

The gross amount of NOLs available to the Company was $ 1.7 million and $ 1.7 million as of March 31, 2023 and December 31, 2022, respectively.

The gross amount of NOLs available to the Company was $ 1.7 million and $ 1.7 million as of June 30, 2023 and December 31, 2022, respectively.

Income Tax Expense

2 unchanged sentences

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 $ 67,000 and $ 49,000 for the three months ended March 31, 2023 and 2022, respectively.

The Company recorded a provision for the Revised Texas Franchise Tax of $ 142,000 and $ 105,000 for the six months ended June 30, 2023 and 2022, 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 Three Months Ended March 31,

For the Six Months Ended June 30,

(Dollars in thousands)

10 unchanged sentences

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

For the three months ended March 31, 2023 and 2022, the Company recognized the following amounts of income relating to lease payments:

For the six months ended June 30, 2023 and 2022, the Company recognized the following amounts of income relating to lease payments:

Income relating to lease payments:

Three Months Ended

Six Months Ended

(in thousands)

March 31, 2023

March 31, 2022

June 30, 2023

June 30, 2022

Income from leases (1)

(1) Includes amounts recognized from variable lease payments were $ 10,852 and $ 12,665 for the three months ended March 31, 2023 and 2022, respectively.

Disposition of Properties

(1) Includes amounts recognized from variable lease payments of $ 21,382 and $ 24,396 for the six months ended June 30, 2023 and 2022, respectively.

Disposition of Properties and Asset Held for Sale

In 2021, the Company determined that further debt reduction would provide greater financial flexibility and potentially increase shareholder value.

Accordingly, the Company adopted a strategy to dispose of certain properties where it believes valuation potential has been reached.

In 2023, the Company sold one office property located in Elk Grove, Illinois on March 10, 2023 for a sales price of $ 29.1 million, at a gain of approximately $ 8.4 million.

The Company used the proceeds of the disposition principally to repay a portion of outstanding indebtedness.

In 2022, the Company sold two office properties located in Broomfield, Colorado on August 31, 2022 for an aggregate sales price of $ 102.5 million, at a gain of approximately $ 24.1 million.

1 unchanged sentence

The Company used the proceeds of the dispositions principally to repay outstanding indebtedness.

In 2023, the Company sold one office property located in Elk Grove, Illinois on March 10, 2023 for a sales price of $ 29.1 million, at a gain of approximately $ 8.4 million.

The Company used the proceeds of the disposition principally to repay a portion of outstanding indebtedness.

During the three months ended June 30, 2023, the Company entered into an agreement to sell a property in Charlotte, North Carolina for a gross sales price of approximately $ 9.2 million and an expected loss of $ 0.8 million.

The Company reclassified $ 8.9 million of its office property as an asset held for sale as of June 30, 2023, which is comprised of $ 8.4 million of real estate assets, net of accumulated depreciation, $ 0.8 million of straight-line rents receivable, and $ 0.5 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 of $ 0.8 million in the three months ended June 30, 2023.

The reclassification is a non-cash investing activity on the statement of cash flows.

The Company estimated the fair value of the property, less estimated costs to sell, using the offers to purchase the property made by third parties (Level 3 inputs, as there is no active market).

The Company reports the results of operations of its properties in its consolidated statements of operations, which includes rental income, rental operating expenses, real estate taxes and insurance and depreciation and amortization.

Subsequent Events

On April 7, 2023, the Board of Directors of the Company declared a cash distribution of $ 0.01 per share of common stock payable on May 11, 2023 to stockholders of record on April 21, 2023.

On July 7, 2023, the Board of Directors of the Company declared a cash distribution of $ 0.01 per share of common stock payable on August 10, 2023 to stockholders of record on July 21, 2023.

Subsequent to June 30, 2023, the Company executed purchase and sale agreements with three different unrelated purchasers for the potential sale of three properties that would result in aggregate gross proceeds of approximately $ 156 million.

These transactions remain subject to customary closing conditions, including successful completion by the purchasers of due diligence inspection periods.

If successful, these transactions are expected to close during the fourth quarter of 2023 and the proceeds are intended to be used primarily for the repayment of debt.

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