Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2025 Annual Report.
OVERVIEW (dollars in thousands, except per share and per square foot data)
We are a real estate investment trust, or REIT, organized under Maryland law. As of June 30, 2026, our wholly owned properties were comprised of 122 properties and we had a noncontrolling ownership interest of 51% in an unconsolidated joint venture that owned two properties containing approximately 346,000 rentable square feet. As of June 30, 2026, our properties are located in 29 states and the District of Columbia and contain approximately 17,113,000 rentable square feet. As of June 30, 2026, our properties were leased to 211 different tenants with a weighted average remaining lease term (based on annualized rental income) of approximately 6.2 years. The U.S. government is our largest tenant, representing approximately 18.0% of our annualized rental income as of June 30, 2026. The term annualized rental income as used herein is defined as the annualized contractual base rents from our tenants pursuant to our lease agreements as of June 30, 2026, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to us, and excluding lease value amortization.
Leases representing approximately $59,671, or 14.4%, of our annualized rental income, are scheduled to expire on or before December 31, 2027 and we may be unable to renew leases or find replacement tenants. Certain shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint, as well as ongoing market and economic conditions, including government spending and budget priorities, continue to impact the office sector and our portfolio. The demand for office space continues to face headwinds, including in markets where we have a concentration of properties, such as Washington, D.C., and declining rents and increasing costs to relet space when tenants can be identified continue to impact the market. The duration and ultimate impact of current trends on the demand for office space at our properties remains uncertain and subject to change. Higher interest rates, inflationary pressures, changes in government policies including the potential reduction of U.S. federal office leases and potential impacts from tariffs, geopolitical events or an economic recession, continue to cause disruptions in financial markets could adversely affect our and our tenants’ financial condition and the ability or willingness of our tenants to renew our leases or pay rent to us. In addition, prospective tenants may delay their decision to lease space due to current economic conditions. Accordingly, we do not yet know what the full extent of the impacts will be on our or our tenants’ businesses and operations nor the long-term outlook for leasing at our properties.
Voluntary Reorganization Under and Emergence from Chapter 11 Bankruptcy
On the Petition Date, the Debtors commenced the Chapter 11 Cases in the Bankruptcy Court. In connection with the filing of the Chapter 11 Cases, we entered into the RSA with certain holders of the Old September 2029 Notes, to implement a court-supervised financial restructuring pursuant to the transactions contemplated in the RSA. During the pendency of the Chapter 11 Cases, we continued to operate our businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. While the commencement of the Chapter 11 Cases constituted an event of default under certain of our debt agreements, enforcement of any remedies in respect of such events of default was automatically stayed during the pendency of the Chapter 11 Cases.
On April 21, 2026, we filed the Plan with the Bankruptcy Court and on April 22, 2026, the Bankruptcy Court confirmed the Plan. On the Effective Date, the conditions precedent to the effectiveness of the Plan were satisfied and the Debtors emerged from the Chapter 11 Cases. For more information regarding the Chapter 11 Cases, the RSA and the Plan, including the material terms thereof, see Note 1 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Going Concern
Prior to and during the Chapter 11 Cases, substantial doubt about our ability to continue as a going concern existed. As a result of the restructuring transactions completed in connection with the emergence from the Chapter 11 Cases on the Effective Date, we reduced our aggregate outstanding debt obligations by approximately $714,000, while also increasing the weighted average term to maturity of our indebtedness. Following emergence, the reduction in indebtedness and extension of debt maturities improved our financial flexibility, alleviated near-term refinancing pressures and restored our ability to pursue capital market alternatives that were not available prior to emergence.
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We currently have $425,000 outstanding under our credit agreement that matures in January 2027 and are required to make $50,000 of principal payments under the 2029 Secured Exit Notes during the next twelve months. We currently expect to satisfy these obligations through our existing cash balances, operating cash flows, asset sales and potential capital market transactions. As part of these plans, we are currently actively working with a bank on options to refinance our revolving credit facility and term loan prior to its maturity and we have identified 32 properties for sale, two of which were sold in July 2026 for an aggregate gross sales price of $58,500, nine of which are under agreement to sell for an aggregate gross sales price of $49,675, and the remaining 21 of which are being actively marketed.
After considering the actions through the restructuring and management’s plans, including anticipated asset sales and refinancing activities, management believes it is probable that we will be able to satisfy our obligations as they become due during the next 12 months. Accordingly, management concluded that the conditions that previously existed to cause substantial doubt about our ability to continue as a going concern have been alleviated.
For more information about the risks relating to these dynamics and conditions and their impacts on us and our business, see Part I, Item IA, “Risk Factors”, of our 2025 Annual Report.
Nasdaq Listing
Our previous common shares were delisted from The Nasdaq Stock Market LLC, or Nasdaq, on October 6, 2025. We re-applied for and were approved to be relisted on Nasdaq on June 18, 2026. Our Reorganized Common Equity trades under the symbol “OPI”.
Property Operations
Unless otherwise noted, the data presented in this section excludes two properties owned by an unconsolidated joint venture in which we owned a 51% interest and the hotel component of a mixed-use property in Washington, D.C. For more information regarding our unconsolidated joint venture and our mixed-use property in Washington, D.C., see Notes 4 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Occupancy data for our properties as of June 30, 2026 and 2025 was as follows (square feet in thousands):
All Properties (1)
Comparable Properties (2)
June 30,
June 30,
2026 2025 2026 2025
Total properties 122 125 90 90
Total rentable square feet (3)
17,113 17,270 13,422 13,423
Percent leased (4)
77.9 % 81.2 % 88.7 % 89.0 %
(1) Based on properties we owned on June 30, 2026 and 2025, respectively.
(2) Based on properties we owned continuously since January 1, 2025; excludes 32 properties classified as held for sale and two properties owned by an unconsolidated joint venture in which we owned a 51% interest.
(3) Subject to changes when space is remeasured or reconfigured for tenants.
(4) Percent leased includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any, as of the measurement date.
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The average effective rental rate per square foot for our properties for the three and six months ended June 30, 2026 and 2025 were as follows:
Successor Predecessor
Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025
Average effective rental rate per square foot (1) :
All properties (2)
$ 34.39 $ 34.89 $ 31.98
Comparable properties (3)
$ 35.53 $ 30.19 $ 28.82
Successor Predecessor
Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025
Average effective rental rate per square foot (1) :
All properties (2)
$ 34.39 $ 33.73 $ 32.13
Comparable properties (3)
$ 35.53 $ 29.90 $ 28.58
(1) Average effective rental rate per square foot represents annualized total rental income during the period specified divided by the average rentable square feet leased during the period specified.
(2) Based on properties we owned on June 30, 2026 and 2025, respectively.
(3) Based on properties we owned continuously since April 1, 2025; excludes 32 properties classified as held for sale and two properties owned by an unconsolidated joint venture in which we owned a 51% interest as of June 30, 2026.
During the three and six months ended June 30, 2026, changes in rentable square feet leased and available for lease at our properties were as follows (square feet in thousands):
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Leased Available for Lease Total Leased Available for Lease Total
Beginning of period 13,375 3,738 17,113 13,390 3,723 17,113
Changes resulting from:
Lease expirations (216) 216 — (443) 443 —
Lease renewals (1)
154 (154) — 331 (331) —
New leases (1)
22 (22) — 57 (57) —
End of period 13,335 3,778 17,113 13,335 3,778 17,113
(1) Based on leases entered during the three and six months ended June 30, 2026.
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During the three and six months ended June 30, 2026, we entered into new and renewal leases as summarized in the following table (square feet in thousands):
Three Months Ended June 30, 2026
New Leases Renewals Total
Rentable square feet leased 22 154 176
Tenant leasing costs and concession commitments (1)
$ 327 $ 2,486 $ 2,813
Tenant leasing costs and concession commitments per rentable square foot (1)
$ 14.71 $ 16.18 $ 16.00
Weighted (by square feet) average lease term (years) 4.1 7.7 7.3
Total leasing costs and concession commitments per rentable square foot per year (1)
$ 3.55 $ 2.10 $ 2.20
Six Months Ended June 30, 2026
New Leases Renewals Total
Rentable square feet leased 57 331 388
Tenant leasing costs and concession commitments (1)
$ 840 $ 6,489 $ 7,329
Tenant leasing costs and concession commitments per rentable square foot (1)
$ 14.72 $ 19.65 $ 18.93
Weighted (by square feet) average lease term (years) 2.6 6.3 5.7
Total leasing costs and concession commitments per rentable square foot per year (1)
$ 5.69 $ 3.12 $ 3.29
(1) Includes commitments made for leasing expenditures and concessions, such as tenant improvements, leasing commissions, tenant reimbursements and free rent.
During the Successor period ended June 30, 2026, effective rental rates per square foot achieved for new leases and lease renewals at our properties that commenced during the Successor period ended June 30, 2026, were as follows (square feet in thousands):
Successor
Period from June 18 through June 30, 2026 (1)
New Effective Rent Per Square Foot (2)
Rentable Square Feet
New leases $ 48.35 15
Lease renewals $ 46.50 60
Total leasing activity $ 46.86 75
(1) Information includes effective rental rates for the Successor period only, as effective rental rates established during the Predecessor period are not comparable as a result of fresh start accounting.
(2) Effective rental rates include contractual base rents from our tenants pursuant to our lease agreements, plus straight line rent adjustments and estimated expense reimbursements to be paid to us, and exclude lease value amortization.
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During the three and six months ended June 30, 2026 and 2025, amounts capitalized at our properties for lease related costs, building improvements and development, redevelopment and other activities were as follows:
Successor Predecessor
Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025
Lease related costs (1)
$ 5,745 $ 2,757 $ 8,830
Building improvements (2)
126 1,989 4,327
Recurring capital expenditures 5,871 4,746 13,157
Development, redevelopment and other activities (3)
4 (115) 565
Total capital expenditures $ 5,875 $ 4,631 $ 13,722
Successor Predecessor
Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025
Lease related costs (1)
$ 5,745 $ 11,215 $ 19,557
Building improvements (2)
126 4,339 7,338
Recurring capital expenditures 5,871 15,554 26,895
Development, redevelopment and other activities (3)
4 (6) 648
Total capital expenditures $ 5,875 $ 15,548 $ 27,543
(1) Lease related costs generally include capital expenditures used to improve tenants’ space or amounts paid directly to tenants to improve their space and leasing related costs, such as brokerage commissions and other tenant inducements.
(2) Building improvements generally include expenditures to replace obsolete building components and expenditures that extend the useful life of existing assets.
(3) Development, redevelopment and other activities generally include capital expenditure projects that reposition a property or result in new sources of revenue.
As of June 30, 2026, we had estimated unspent leasing related obligations of $48,106, of which we expect to spend $31,517 over the next 12 months.
As of June 30, 2026, we had leases at our properties totaling approximately 2,030,000 rentable square feet that were scheduled to expire on or before December 31, 2027. As of August 4, 2026, we expect tenants with leases totaling approximately 660,000 rentable square feet that are scheduled to expire on or before December 31, 2027, 458,000 of which are related to properties we have identified for sale, excluding space that has been re-leased and space for which we are in advanced negotiations to re-lease, not to renew or to downsize their leased space upon expiration, and we cannot be sure as to whether other tenants will renew their leases upon expiration. We continue to proactively engage with our existing tenants and are focused on overall tenant retention. Prevailing market conditions and our tenants’ needs at the time we ne gotiate and enter leases or lease renewals will generally determine rental rates and demand for leased space at our properties, all of which are beyond our control. Whenever we renew or enter into new leases for our properties, we intend to seek rents which are equal to or higher than our historical rents for the same properties; however, our ability to maintain or increase the rents for our properties will depend in large part upon market conditions, which are beyond our control. We cannot be sure of the rental rates that will result from our ongoing negotiations regarding lease renewals or any new or renewed leases we may enter. Also, we may experience material declines in our rental income due to vacancies upon lease expirations, early terminations or lower rents upon lease renewal or reletting. Additionally, we may incur significant costs and make significant concessions to renew leases with current tenants or attract new tenants to our properties.
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As of June 30, 2026, our lease expirations by year were as follows (square feet in thousands):
Year (1)
Number of Leases Expiring Leased
Square Feet Expiring (2)
Percent of Total Cumulative Percent of Total Annualized Rental Income Expiring Percent of Total Cumulative Percent of Total
2026 24 206 1.5 % 1.5 % $ 8,028 1.9 % 1.9 %
2027 37 1,824 13.7 % 15.2 % 51,643 12.5 % 14.4 %
2028 20 514 3.9 % 19.1 % 28,375 6.9 % 21.3 %
2029 39 1,091 8.2 % 27.3 % 35,914 8.7 % 30.0 %
2030 33 1,079 8.1 % 35.4 % 35,009 8.5 % 38.5 %
2031 30 1,689 12.7 % 48.1 % 44,247 10.7 % 49.2 %
2032 18 612 4.6 % 52.7 % 20,462 5.0 % 54.2 %
2033 15 1,258 9.4 % 62.1 % 26,539 6.4 % 60.6 %
2034 12 1,736 13.0 % 75.1 % 47,053 11.4 % 72.0 %
2035 and thereafter
36 3,326 24.9 % 100.0 % 115,457 28.0 % 100.0 %
Total 264 13,335 100.0 % $ 412,727 100.0 %
Weighted average remaining lease term (in years) 6.2 6.2
(1) The year of lease expiration is pursuant to current contract terms. Some of our leases allow the tenants to vacate the leased premises before the stated expirations of their leases with little or no liability. As of June 30, 2026, tenants occupying approximately 2.4% of our rentable square feet and responsible for approximately 2.8% of our annualized rental income as of June 30, 2026 had exercisable rights to terminate their leases before the stated terms of their leases expire. Also, in 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2034, 2035, 2036 and 2037, early termination rights become exercisable by other tenants who occupied an additional approximately 0.5%, 1.5%, 5.3%, 3.2%, 2.4%, 0.7%, 4.3%, 0.3%, 1.1%, 0.2% and 0.2%, of our rentable square feet, respectively, and contributed an additional approximately 0.8%, 2.2%, 6.5%, 3.3%, 3.0%, 0.8%, 5.8%, 0.9%, 1.7%, 0.4% and 0.3% of our annualized rental income, respectively, as of June 30, 2026. In addition, as of June 30, 2026, pursuant to leases with six of our tenants, these tenants had rights to terminate their leases if their respective legislature or other funding authority does not appropriate rent amounts in their respective annual budgets. These six tenants occupied approximately 4.5% of our rentable square feet and contributed approximately 5.2% of our annualized rental income as of June 30, 2026.
(2) Leased square feet is pursuant to leases existing as of June 30, 2026, and includes (i) space being fitted out for tenant occupancy pursuant to our lease agreements, if any, and (ii) space which is leased, but is not occupied or is being offered for sublease by tenants, if any. Square feet measurements are subject to changes when space is remeasured or reconfigured for new tenants.
We generally will seek to renew or extend the terms of leases at properties with tenants when they expire. However, market and economic factors, along with increases in remote work, changes in space utilization and government policies, spending and budget priorities, may cause our tenants not to renew or extend their leases when they expire, or to seek to renew their leases for less space than they currently occupy. If we are unable to extend or renew our leases, or we renew leases for reduced space, it may be time consuming and expensive to relet our properties.
As of June 30, 2026, we derived 24.1% of our annualized rental income from our properties located in the metropolitan Washington, D.C. market area, which includes Washington, D.C., Northern Virginia and suburban Maryland. Current economic conditions in this area or a possible recession could reduce demand from tenants at our properties, reduce rents that our tenants are willing to pay when our leases expire or increase lease concessions for new leases and renewals. Additionally, although the current administration has issued so called return to work mandates, there has been a decrease in demand for leased office space by the U.S. government, including in the metropolitan Washington, D.C. market area, which could increase competition for government tenants and adversely affect our ability to retain government tenants or maintain or increase our rents when leases expire.
Our manager, RMR, employs a tenant review process for us. RMR assesses tenants on an individual basis based on various applicable credit criteria. In general, depending on facts and circumstances, RMR evaluates the creditworthiness of a tenant based on information concerning the tenant that is provided by the tenant and, in some cases, information that is publicly available or obtained from third party sources. We consider investment grade tenants to include: (a) investment grade rated tenants; (b) tenants with investment grade rated parent entities that guarantee the tenant’s lease obligations; and/or (c) tenants with investment grade rated parent entities that do not guarantee the tenant’s lease obligations. As of June 30, 2026, tenants contributing 61.0% of annualized rental income were investment grade rated (or their payment obligations were guaranteed by an investment grade rated parent) and tenants contributing an additional 1.2% of annualized rental income were subsidiaries of an investment grade rated parent (although these parent entities were not liable for the payment of rents).
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As of June 30, 2026, tenants representing 1% or more of our total annualized rental income were as follows (square feet in thousands):
Tenant Credit Rating Sq. Ft. % of Leased Sq. Ft. Annualized Rental Income % of Total Annualized Rental Income
1 U.S. Government Investment Grade 2,415 18.1 % $ 74,469 18.0 %
2 Alphabet Inc. (Google) Investment Grade 386 2.9 % 22,473 5.4 %
3 IG Investments Holdings LLC Not Rated 337 2.5 % 19,240 4.7 %
4 Bank of America Corporation Investment Grade 577 4.3 % 18,756 4.5 %
5 Shook, Hardy & Bacon L.L.P.
Not Rated 412 3.1 % 13,869 3.4 %
6 Northrop Grumman Corporation Investment Grade 337 2.5 % 11,882 2.9 %
7 State of California Investment Grade 367 2.8 % 10,899 2.6 %
8 State of Georgia Investment Grade 308 2.3 % 9,253 2.2 %
9 Compass Group plc Investment Grade 267 2.0 % 6,927 1.7 %
10 Automatic Data Processing, Inc. Investment Grade 289 2.2 % 6,722 1.6 %
11 Genesys Cloud Services Holdings I, LLC Non Investment Grade 275 2.1 % 6,618 1.6 %
12 Primerica, Inc. Investment Grade 344 2.6 % 6,161 1.5 %
13 Church & Dwight Co., Inc. Investment Grade 250 1.9 % 6,098 1.5 %
14 Leidos Holdings Inc. Investment Grade 159 1.2 % 6,075 1.5 %
15 AT&T Inc. Investment Grade 425 3.2 % 5,981 1.4 %
16 Science Applications International Corp Non Investment Grade 159 1.2 % 5,436 1.3 %
17 CommScope Holding Company Inc. Investment Grade 96 0.7 % 5,006 1.2 %
18 Rocky Mountain University of Health Professions, Inc. Not Rated 170 1.3 % 4,920 1.2 %
19 Hartford Financial Services Group Inc Investment Grade 143 1.1 % 4,583 1.1 %
20 Berkshire Hathaway Inc. Investment Grade 134 1.0 % 4,533 1.1 %
21 BAE Systems plc Investment Grade 139 1.0 % 4,283 1.0 %
22 Open Text Corporation Non Investment Grade 142 1.1 % 4,132 1.0 %
Tenants not representing 1% or more of total annualized income 5,204 38.9 % 154,411 37.6 %
Total 13,335 100.0 % $ 412,727 100.0 %
Segment Information
We operate in one business segment: ownership and leasing of real estate properties.
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RESULTS OF OPERATIONS (amounts in thousands, except per share amounts)
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
Successor Predecessor
Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025
Rental income $ 18,359 $ 98,473 $ 114,499
Operating expenses:
Real estate taxes 2,045 10,736 12,111
Utility expenses 1,081 4,664 5,683
Other operating expenses 4,019 26,303 31,237
Total operating expenses 7,145 41,703 49,031
Net operating income (1)
$ 11,214 $ 56,770 $ 65,468
Other expenses:
Depreciation and amortization 8,094 54,436 43,838
Loss on impairment of real estate — — 2,426
Transaction related costs — — 3,940
General and administrative 1,263 4,213 4,816
Total other expenses 9,357 58,649 55,020
Gain on sale of real estate — — 159
Interest and other income 949 368 788
Fair value adjustment of warrants 1,491 — —
Interest expense (6,544) (42,341) (52,507)
Net gain on early extinguishment of debt — — 148
Reorganization items, net (894) (745,342) —
Loss before income tax expense and equity in net earnings (losses) of investees (3,141) (789,194) (40,964)
Income tax expense (38) (207) (94)
Equity in net earnings (losses) of investees 92 382 (128)
Net loss $ (3,087) $ (789,019) $ (41,186)
Weighted average common shares outstanding 21,954 72,916 71,282
Per common share data (basic and diluted):
Net loss $ (0.14) $ (10.82) $ (0.58)
(1) Our definition of net operating income, or NOI, and our reconciliation of Net loss to NOI are included below under the heading “Non-GAAP Financial Measures.”
As a result of our emergence from the Chapter 11 Cases and adoption of fresh start accounting on the Effective Date, the Successor and Predecessor periods are not comparable. The discussion below focuses on the primary factors affecting operating results in the respective periods. References to comparable properties refer to 90 properties we owned on June 30, 2026 and which we owned continuously since January 1, 2025 and excludes 32 properties classified as held for sale, or the “non-comparable” properties, and two properties owned by an unconsolidated joint venture in which we own a 51% interest.
Rental income. Rental income increased for comparable properties due to higher expense reimbursements and increased rental rates at certain of our properties, partially offset by lower rental income at certain non-comparable properties due to increased vacancy. Rental income during the 2026 Predecessor period included a termination fee of $8,810 received related to the early termination of a lease at a property that is being marketed for sale, largely offset by the write off of the straight line rent receivable for this lease. Rental income includes non-cash straight line rent adjustments totaling $1,337 for the Successor
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and $(2,999) for the Predecessor in the 2026 period and $6,636 in the Predecessor 2025 period, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $141 for the Successor and $118 for the Predecessor in the 2026 period and $159 in the 2025 period.
Real estate taxes. Real estate taxes reflect higher assessed values at certain of our properties in the 2026 Successor and Predecessor periods.
Utility expenses. Utility expenses reflect higher electricity usage and rates for comparable properties, partially offset by a decrease for non-comparable properties due to lower electricity usage resulting from increased vacancy in the 2026 Successor and Predecessor periods.
Other operating expenses. Other operating expenses decreased for comparable properties due to lower repairs and maintenance costs and on-site personnel salary and benefits expense in the 2026 Successor and Predecessor periods. Other operating expenses for non-comparable properties increased due to higher repairs and maintenance costs in the 2026 Predecessor period.
Depreciation and amortization. Depreciation and amortization in the 2026 Predecessor period reflects accelerated amortization of lease related assets resulting from the early termination of a lease at a property that is being marketed for sale. Depreciation and amortization during the Successor period reflects the reset in basis of our real estate and lease intangible assets as a result of fresh start accounting.
Loss on impairment of real estate. We recorded a $2,426 loss on impairment of real estate in the 2025 period to reduce the carrying value of one property to its estimated fair values less costs to sell.
Transaction related costs. Transaction related costs in the 2025 period consist of costs related to our evaluation of potential financing transactions.
General and administrative. General and administrative expenses in the 2026 Predecessor period reflect higher share-based compensation due to the recognition of vesting expense of our unvested share awards upon cancellation of those awards on the Effective Date.
Gain on sale of real estate. We recorded a $159 gain on sale of real estate related to disposition activities in the 2025 period.
Interest and other income. The increase in interest and other income in the Successor period is primarily due to the receipt of escrow funds related to a prior year asset sale.
Fair value adjustment of warrants. Fair value adjustment of warrants represents the change in fair value in the New Warrants as of June 30, 2026 compared to the fair value as of the Effective Date.
Interest expense. The decrease in interest expense in the 2026 Predecessor period is primarily due to our adoption of ASC 852 as a result of the Chapter 11 Cases, pursuant to which we ceased recognition of interest expense on our senior unsecured notes and wrote-off unamortized discounts and issuance costs related to LSTC as of the Petition Date resulting in lower amortization expense in the 2026 Predecessor period, partially offset by interest expense incurred at default rates as a result of the Chapter 11 Cases under certain of our debt instruments. Interest expense in the Successor period reflects interest expense related to our indebtedness following the Effective Date. For more information regarding our adoption of ASC 852 and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Net gain on early extinguishment of debt . We recorded a net gain on early extinguishment of debt of $148 in the 2025 period related to the reduction of debt principal related to a senior note exchange in the 2025 period, partially offset by the write off of unamortized discounts and issuance costs related to the partial redemption of our prior senior secured notes due 2027.
Reorganization Items, net. Reorganization items, net in the 2026 Predecessor period represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and are comprised of our loss on fresh start accounting adjustments, gains on settlement of LSTC and bankruptcy-related professional fees. Reorganization items, net in the Successor period include costs related to professionals retained through the closure of matters related to the Chapter 11 Cases. For more information regarding reorganization items, net and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Income tax expense. Income tax expense is primarily the result of operating income earned in jurisdictions where we are subject to state income taxes and can fluctuate based on the timing of our income, including as a result of gains or losses on the sale of real estate or the repayment of debt.
Equity in net earnings (losses) of investees. Equity in net earnings (losses) of investees represents our proportionate share of earnings (losses) from our investment in our unconsolidated joint venture.
Net loss. Net loss in the 2026 and 2025 periods reflects the items noted above.
Weighted average common shares outstanding and per common share data. Weighted average common shares outstanding and per common share data reflect the cancellation of our previously outstanding common shares and the issuance of common shares of Reorganized Common Equity upon emergence from the Chapter 11 Cases on the Effective Date. For more information regarding our Reorganized Common Equity and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025
Successor Predecessor
Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025
Rental income $ 18,359 $ 207,341 $ 228,114
Operating expenses:
Real estate taxes 2,045 23,830 25,569
Utility expenses 1,081 13,743 13,250
Other operating expenses 4,019 56,585 62,442
Total operating expenses 7,145 94,158 101,261
Net operating income (1)
$ 11,214 $ 113,183 $ 126,853
Other expenses:
Depreciation and amortization 8,094 98,519 87,571
Loss on impairment of real estate — — 2,426
Transaction related costs — — 4,816
General and administrative 1,263 8,512 9,874
Total other expenses 9,357 107,031 104,687
Loss on sale of real estate — — (4,578)
Interest and other income 949 799 1,950
Fair value adjustment of warrants 1,491 — —
Interest expense (6,544) (84,548) (105,885)
Net loss on early extinguishment of debt — — (95)
Reorganization items, net (894) (804,874) —
Loss before income tax expense and equity in net earnings (losses) of investees (3,141) (882,471) (86,442)
Income tax expense (38) (61) (231)
Equity in net earnings (losses) of investees 92 492 (380)
Net loss $ (3,087) $ (882,040) $ (87,053)
Weighted average common shares outstanding 21,954 73,267 70,275
Per common share data (basic and diluted):
Net loss $ (0.14) $ (12.04) $ (1.24)
n/m - not meaningful
(1) Our definition of NOI and our reconciliation of net income (loss) to NOI are included below under the heading “Non-GAAP Financial Measures.”
As a result of our emergence from the Chapter 11 Cases and adoption of fresh start accounting on the Effective Date, the Successor and Predecessor periods are not comparable. The discussion below focuses on the primary factors affecting operating results in the respective periods. References to comparable properties refer to 90 properties we owned on June 30, 2026 and which we owned continuously since January 1, 2025 and excludes 32 properties classified as held for sale, or the “non-comparable” properties, and two properties owned by an unconsolidated joint venture in which we own a 51% interest.
Rental income. Rental income for comparable properties increased primarily due to higher expense reimbursements. Rental income for non-comparable properties declined due to increased vacancies at certain properties and the write off of a straight line rent receivable in the 2026 Predecessor period related to the early termination of a lease at a property that is being marketed for sale, partially offset by a termination fee of $8,810 received for this lease. Rental income includes non-cash straight line rent adjustments totaling $1,337 for the Successor and $(1,063) for the Predecessor in the 2026 period and $13,492 in the
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Predecessor 2025 period, and amortization of acquired real estate leases and assumed real estate lease obligations totaling $141 for the Successor and $258 for the Predecessor in the 2026 period and $282 in the Predecessor 2025 period.
Real estate taxes. Real estate taxes at non-comparable properties reflect higher assessed values at certain properties in the 2026 Successor and Predecessor periods.
Utility expenses. Utility expenses reflect higher electricity usage and rates in the 2026 Successor and Predecessor periods.
Other operating expenses. Other operating expenses reflect lower on-site personnel salary and benefits expense and lower repairs and maintenance costs in the 2026 Successor and Predecessor periods.
Depreciation and amortization. Depreciation and amortization in the 2026 Predecessor period reflects accelerated amortization of lease related assets resulting from the early termination of a lease at a property that is being marketed for sale. Depreciation and amortization in the Successor period reflects the reset in basis of our real estate and lease intangible assets as a result of fresh start accounting.
Loss on impairment of real estate. We recorded a $2,426 loss on impairment of real estate in the 2025 period to reduce the carrying value of one property to its estimated fair value less costs to sell.
Transaction related costs. Transaction related costs in the 2025 period consist of costs related to our evaluation of potential financing transactions.
General and administrative. General and administrative expenses in the 2026 Predecessor period reflect lower normal course legal fees incurred during the pendency of the Chapter 11 Cases, partially offset by higher share-based compensation recorded in the 2026 Predecessor period compared to the 2025 period due to the recognition of vesting expense of our unvested share awards upon cancellation of those awards on the Effective Date.
Loss on sale of real estate. We recorded a $4,578 net loss on sale of real estate resulting from the sale of three properties in the 2025 period.
Interest and other income. The decrease in interest and other income in the 2026 Predecessor period is primarily due to higher cash balances invested and higher rates in the 2025 period. The increase in the Successor period reflects the receipt of escrow funds related to a prior year asset sale.
Fair value adjustment of warrants. Fair value adjustment of warrants represents the change in fair value in the New Warrants as of June 30, 2026 compared to the fair value as of the Effective Date.
Interest expense. The decrease in interest expense in the 2026 Predecessor period is primarily due to our adoption of ASC 852 as a result of the Chapter 11 Cases, pursuant to which we ceased recognition of interest expense on our senior unsecured notes and wrote-off unamortized discounts and issuance costs related to LSTC as of the Petition Date resulting in lower amortization expense in the 2026 Predecessor period, partially offset by interest expense incurred at default rates as a result of the Chapter 11 Cases under certain of our debt instruments. Interest expense in the Successor period reflects interest expense related to our indebtedness following the Effective Date. For more information regarding our adoption of ASC 852 and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Net loss on early extinguishment of debt. We recorded a net loss on early extinguishment of debt of $95 in the 2025 period related to a senior note exchange and the write off of unamortized discounts and issuance costs related to the partial redemption of our prior senior secured notes due 2027.
Reorganization Items, net. Reorganization items, net in the 2026 Predecessor period represent amounts incurred after the Petition Date as a direct result of the Chapter 11 Cases and are comprised of our loss on fresh start accounting adjustments, gains on settlement of LSTC and bankruptcy-related professional fees. Reorganization items, net in the Successor period include costs related to professionals retained through the closure of matters related to the Chapter 11 Cases. For more information regarding reorganization items, net and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Income tax expense. Income tax expense is primarily the result of operating income earned in jurisdictions where we are subject to state income taxes and can fluctuate based on the timing of our income, including as a result of gains or losses on the sale of real estate or repayment of debt.
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Equity in net earnings (losses) of investees. Equity in net earnings (losses) of investees represents our proportionate share of losses from our investment in an unconsolidated joint venture which owns two properties.
Net loss. Net loss in the 2026 and 2025 periods reflects the items noted above.
Weighted average common shares outstanding and per common share data. Weighted average common shares outstanding and per common share data reflect the cancellation of our previously outstanding common shares and the issuance of common shares of Reorganized Common Equity upon emergence from the Chapter 11 Cases on the Effective Date. For more information regarding our Reorganized Common Equity and the Chapter 11 Cases, see Notes 1 and 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Non-GAAP Financial Measures
We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including the calculations below of NOI, funds from operations, or FFO, and normalized funds from operations, or Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our condensed consolidated statements of comprehensive income (loss). We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of our operating performance between periods and with other REITs and, in the case of NOI, reflecting only those income and expense items that are generated and incurred at the property level may help both investors and management to understand the operations of our properties.
Net Operating Income
The calculation of NOI excludes certain components of net income (loss) in order to provide results that are more closely related to our property level results of operations. We calculate NOI as shown below. We define NOI as income from our rental of real estate less our property operating expenses. NOI excludes amortization of capitalized tenant improvement costs and leasing commissions that we record as depreciation and amortization expense. We use NOI to evaluate individual and company-wide property level performance. Other real estate companies and REITs may calculate NOI differently than we do.
The following tables present the reconciliation of net loss to NOI for the three and six months ended June 30, 2026 and 2025:
Successor Predecessor
Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025
Net loss $ (3,087) $ (789,019) $ (41,186)
Equity in net (earnings) losses of investees (92) (382) 128
Income tax expense 38 207 94
Loss before income tax expense and equity in net losses (3,141) (789,194) (40,964)
Reorganization items, net 894 745,342 —
Fair value adjustment of warrants (1,491) — —
Net gain on early extinguishment of debt — — (148)
Interest expense 6,544 42,341 52,507
Interest and other income (949) (368) (788)
Gain on sale of real estate — — (159)
General and administrative 1,263 4,213 4,816
Transaction related costs — — 3,940
Loss on impairment of real estate — — 2,426
Depreciation and amortization 8,094 54,436 43,838
NOI $ 11,214 $ 56,770 $ 65,468
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Successor Predecessor
Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025
Net loss $ (3,087) $ (882,040) $ (87,053)
Equity in net (earnings) losses of investees (92) (492) 380
Income tax expense 38 61 231
Loss before income tax expense and equity in net (earnings) losses of investees (3,141) (882,471) (86,442)
Reorganization items, net 894 804,874 —
Fair value adjustment of warrants (1,491) — —
Net loss on early extinguishment of debt — — 95
Interest expense 6,544 84,548 105,885
Interest and other income (949) (799) (1,950)
Loss on sale of real estate — — 4,578
General and administrative 1,263 8,512 9,874
Transaction related costs — — 4,816
Loss on impairment of real estate — — 2,426
Depreciation and amortization 8,094 98,519 87,571
NOI $ 11,214 $ 113,183 $ 126,853
Funds From Operations and Normalized Funds From Operations
We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, plus real estate depreciation and amortization of consolidated properties and our proportionate share of the real estate depreciation and amortization of unconsolidated joint venture properties, but excluding impairment charges on real estate assets and any gain or loss on sale of real estate, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the other items shown below. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do.
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The following tables present the reconciliation of net income (loss) to FFO and Normalized FFO for the three and six months ended June 30, 2026 and 2025:
Successor Predecessor
Period from June 18 through June 30, 2026 Period from April 1 through June 17, 2026 Three Months Ended June 30, 2025
Net loss $ (3,087) $ (789,019) $ (41,186)
Add (less): Depreciation and amortization:
Consolidated properties 8,094 54,436 43,838
Unconsolidated joint venture properties 84 459 708
Loss on impairment of real estate — — 2,426
Gain on sale of real estate — — (159)
FFO 5,091 (734,124) 5,627
Add (less): Reorganization items, net
894 745,342 —
Default interest expense — 3,900 —
Transaction related costs — — 3,940
Fair value adjustment of warrants (1,491) — —
Gain on early extinguishment of debt — — (148)
Normalized FFO $ 4,494 $ 15,118 $ 9,419
Weighted average common shares outstanding (basic and diluted) 21,954 72,916 71,282
Per common share amounts (basic and diluted):
Net loss $ (0.14) $ (10.82) $ (0.58)
FFO $ 0.23 $ (10.07) $ 0.08
Normalized FFO $ 0.20 $ 0.21 $ 0.13
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Successor Predecessor
Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025
Net loss $ (3,087) $ (882,040) $ (87,053)
Add (less): Depreciation and amortization
Consolidated properties 8,094 98,519 87,571
Unconsolidated joint venture properties 84 1,041 1,336
Loss on impairment of real estate — — 2,426
Loss on sale of real estate — — 4,578
FFO 5,091 (782,480) 8,858
Add (less): Reorganization items, net 894 804,874 —
Default interest expense — 7,192 —
Transaction related costs — — 4,816
Fair value adjustment of warrants (1,491) — —
Loss on early extinguishment of debt — — 95
Normalized FFO $ 4,494 $ 29,586 $ 13,769
Weighted average common shares outstanding (basic and diluted) 21,954 73,267 70,275
Per common share amounts (basic and diluted):
Net loss $ (0.14) $ (12.04) $ (1.24)
FFO $ 0.23 $ (10.68) $ 0.13
Normalized FFO $ 0.20 $ 0.40 $ 0.20
LIQUIDITY AND CAPITAL RESOURCES
Our Operating Liquidity and Resources (dollar amounts in thousands, except per share amounts)
As discussed in Note 1 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, on the Effective Date, the conditions precedent to the effectiveness of the Plan were satisfied and we emerged from the Chapter 11 Cases. Among other things, the Plan provided for the elimination of approximately $714,000 of debt, we issued the 2029 Secured Exit Notes and the 2031 Secured Exit Notes, entered into the credit agreement amendment and re-instated certain other debt. After emergence, our principal sources of funds to meet operating and capital expenses, pay debt service obligations and make distributions to our shareholders are the operating cash flows we generate from our properties and net proceeds from property sales. Our future cash flows from operating activities will depend primarily upon:
• our ability to collect rent from our tenants;
• our ability to maintain or increase the occupancy of, and the rental rates at, our properties;
• our ability to control operating and capital expenses at our properties; and
• our ability to successfully sell properties that we market for sale.
The office industry has been adversely affected by shifts in office space utilization, including increased remote work arrangements and tenants consolidating their real estate footprint, as well as ongoing market and economic conditions, including government spending and budget priorities. Demand for office space continues to face headwinds, including in markets where we have a concentration of properties, such as Washington, D.C., and the duration and ultimate impact of current trends on our properties remains uncertain and subject to change. These conditions continue to have a significant negative impact on our results of operations, financial position and cash flows.
We expect to sell properties, or sell an interest in properties through joint venture arrangements, from time to time in order to manage leverage levels or improve our liquidity. As part of these efforts, we have identified 32 properties for sale, two of
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which were sold in July 2026 for an aggregate gross sales price of $58,500, nine of which are under agreement to sell for an aggregate gross sales price of $49,675, and the remaining 21 of which are being actively marketed. We expect to sell all but one of the properties under agreement in the third quarter of 2026, and that the balance of these asset sales will be completed by 2027. Our pending sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales or that these sales will not be delayed or the pricing will not change. We expect to use the net sales proceeds from property sales to repay debt. There can be no assurance we will be successful selling any of these properties or what the amount of proceeds we may realize will be.
The following is a summary of our sources and uses of cash flows for the periods presented, as reflected in our condensed consolidated statements of cash flows:
Successor Predecessor
Period from June 18 through June 30, 2026 Period from January 1 through June 17, 2026 Six Months Ended June 30, 2025
Cash, cash equivalents and restricted cash at beginning of period $ 95,225 $ 80,661 $ 275,165
Net cash provided by (used in):
Operating activities 9,564 (111,683) 3,811
Investing activities — (22,337) 4,506
Financing activities — 148,584 (191,528)
Cash, cash equivalents and restricted cash at end of period $ 104,789 $ 95,225 $ 91,954
The change from cash provided by operating activities in the 2025 Predecessor period to cash used in operating activities in the 2026 Predecessor period was primarily due to professional fees paid in connection with the Chapter 11 Cases and decreased NOI related to reductions in occupied space at certain of our properties in the 2026 Predecessor period. Cash provided by operating activities in the Successor period reflects operations of our properties subsequent to the Effective Date. The change from cash provided by investing activities in the 2025 Predecessor period to cash used in investing activities in the 2026 Predecessor period was primarily due to lower proceeds from property sales. The change from cash used in financing activities in the 2025 Predecessor period to cash provided by financing activities in the 2026 Predecessor period was primarily due to the repayment of our senior unsecured notes due 2025 in the 2025 Predecessor period and borrowings under our DIP Facility in the 2026 Predecessor period.
Our Investment and Financing Liquidity and Resources (dollar amounts in thousands, except per share amounts)
In order to meet cash needs to pay operating or capital expenses and make distributions, we maintain a revolving credit facility under our credit agreement. Our obligations under our credit agreement are secured by a pledge by certain of our subsidiaries of all of their respective equity interests in certain of our direct and indirect property owning subsidiaries and first mortgage liens on 19 properties owned by the pledged subsidiaries with a gross book value of real estate assets of $502,072 as of June 30, 2026. The maturity date of our credit agreement is January 29, 2027. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios, restrict our ability to incur additional debt in excess of calculated amounts and, subject to limited exceptions, restrict our ability to increase our distribution rate above $0.01 per common share per quarter and enter into share repurchases. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the 19 collateral properties, our satisfying certain financial covenants and other credit facility conditions.
Interest payable on borrowings under our credit agreement was at a rate of the SOFR plus a margin of 350 basis points through the Petition Date. Effective on the Petition Date, interest payable on borrowings under our credit agreement changed to a rate of the U.S. federal prime rate plus a margin of 250 basis points. Effective February 4, 2026, in accordance with an order entered by the Bankruptcy Court, the margin increased to 450 basis points pursuant to the default rate stipulated in our credit agreement. In accordance with the Plan, upon emergence, we were required to pay interest under the default rate retroactive to the Petition Date. Pursuant to the credit agreement amendment and beginning on the Effective Date, interest payable on borrowings under our credit agreement is at a rate of SOFR plus a margin of 550 basis points, which margin increases to 750 basis points effective January 1, 2027. We are also required to pay an unused facility fee on the amount of total lending commitments, which was 25 basis points per annum at June 30, 2026. As of June 30, 2026, the annual interest rate payable on borrowings under our credit agreement was 9.2%. As of June 30, 2026, and August 4, 2026, our $325,000 revolving credit
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facility was fully drawn and $100,000 was outstanding under our term loan. We are currently evaluating possible debt refinancing alternatives to address our credit agreement maturity.
On August 1, 2026, we made a required $5,000 principal repayment on our 2029 Secured Exit Notes using cash on hand. The notes also require mandatory principal payments as follows: $15,000 on or before November 1, 2026, $30,000 on or before February 1, 2027 and $45,000 on or before each of February 1, 2028 and 2029. We currently expect to pay these amounts with cash on hand and proceeds from asset sales.
As of June 30, 2026, our debt maturities (other than our revolving credit facility), consisting of senior notes, a term loan and mortgage notes, were as follows:
Year Debt Maturities
2026 $ 20,000
2027 130,000
2028 168,487
2029 590,279
2030 300
2031 and thereafter 473,254
Total $ 1,382,320
None of our senior secured notes require sinking fund payments prior to their respective maturity dates. Our mortgage notes currently require monthly payments of interest only; however, certain of our mortgage notes will require payments of principal and interest after a specified date through maturity.
In addition to our debt obligations, as of June 30, 2026, we had estimated unspent leasing related obligations of $48,106, of which we expect to spend $31,517 over the next 12 months using cash on hand.
We owned a 51% interest in an unconsolidated joint venture which owned two properties at June 30, 2026. As of June 30, 2026, the properties owned by this joint venture were encumbered by $48,645 principal amount of mortgage indebtedness, none of which is recourse to us. As of June 30, 2026, we did not control the activities that are most significant to this joint venture and, as a result, we accounted for our investment in this joint venture under the equity method of accounting. The filing of the Chapter 11 Cases constituted an event of default under the mortgage note secured by the properties owned by this joint venture. This joint venture remains current on debt service under this mortgage note and continues to own, operate and lease the collateral properties. For more information on the financial condition and results of operations of this joint venture, see Note 4 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. Other than this joint venture, as of June 30, 2026, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Debt Covenants
Our principal debt obligations as of June 30, 2026 consisted of (i) $325,000 of borrowings outstanding under our revolving credit facility, (ii) $100,000 outstanding principal amount under our secured term loan, (iii) an outstanding principal balance of $1,105,000 of senior notes and (iv) mortgage notes with an outstanding principal balance of $177,320. Also, the two properties owned by the joint venture in which we own a 51% interest secure an additional mortgage note. Our senior notes are governed by indentures. Our credit agreement and senior notes indentures provide for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR ceasing to act as our business and property manager. Our credit agreement and senior notes indentures also contain covenants, including covenants that restrict our ability to incur debts, require us to comply with certain financial covenants and, in the case of our credit agreement, restrict our ability to increase our distribution rate above the level of $0.01 per common share per quarter. Our mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants.
Related Person Transactions
We have relationships and historical and continuing transactions with RMR, RMR Inc. and others related to them. For more information about these and other such relationships and related person transactions, see Notes 10 and 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2025
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Annual Report and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in Part I, Item 1A of our 2025 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.
Critical Accounting Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the Condensed Consolidated Financial Statements include purchase price allocations, useful lives of fixed assets and assessment of impairment of real estate and the related intangibles.
Fresh Start Accounting
In connection with our emergence from bankruptcy and in accordance with ASC 852, we qualified for and applied fresh start accounting on the Effective Date. Under fresh start accounting, we were required to determine our reorganization value and allocate that value to our individual assets and liabilities based on their estimated fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and FASB ASC Topic 805, Business Combinations . Significant judgments and estimates were used in determining reorganization value and the fair values assigned to our properties, investment in unconsolidated joint venture, long-term debt and warrants. Key assumptions include projected operating cash flows, capitalization rates, discount rates, hold periods and financing assumptions. Because these estimates were based on conditions and expectations as of the Effective Date, actual results may differ materially from those estimates.
A discussion of our critical accounting estimates is included in our 2025 Annual Report. Except for the fresh start accounting valuation estimates described above, there have been no significant changes in our critical accounting estimates since the year ended December 31, 2025.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to make disclosures under this Item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.