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What changed in FRANKLIN STREET PROPERTIES CORP /MA/'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of FRANKLIN STREET PROPERTIES CORP /MA/'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+251 added−292 removedSource: 10-K (2025-02-11) vs 10-K (2024-02-26)

Top changes in FRANKLIN STREET PROPERTIES CORP /MA/'s 2024 10-K

251 paragraphs added · 292 removed · 202 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

49 edited+13 added−6 removed41 unchanged
Biggest changeProceeds from dispositions are intended to be used primarily for the repayment of debt. ​ Generally, in selecting real properties for acquisition by FSP Corp. and managing them after acquisition, we rely on the following principles: ​ ● we seek to buy or develop investment properties at a price which produces value for investors and avoid overpaying for real estate merely to outbid competitors; 2 Table of Contents ● we seek to buy or develop properties in excellent locations with substantial infrastructure in place around them and avoid investing in locations where the future construction of such infrastructure is speculative; ● we seek to buy or develop properties that are well-constructed and designed to appeal to a broad base of users and avoid properties where quality has been sacrificed for cost savings in construction or which appeal only to a narrow group of users; ● we aggressively manage, maintain and upgrade our properties and refuse to neglect or undercapitalize management, maintenance and capital improvement programs; and ● we believe that we have the ability to hold properties through down cycles because we generally do not have mortgage debt on the Company, which could place the properties at risk of foreclosure.
Biggest changeIn 2022, we sold two office properties located in Broomfield, Colorado for aggregate gross sales proceeds of $102.5 million at a gain of $24.1 million and one office property located in Evanston, Illinois for gross sale proceeds of $27.8 million at a gain of $3.4 million. ​ Historically, we relied on the following general principles in selecting real properties for acquisition: ​ ● we sought to buy or develop investment properties at a price which produces value for investors and avoid overpaying for real estate merely to outbid competitors; ● we sought to buy or develop properties in excellent locations with substantial infrastructure in place around them and avoid investing in locations where the future construction of such infrastructure is speculative; and ● we sought to buy or develop properties that are well-constructed and designed to appeal to a broad base of users and avoid properties where quality has been sacrificed for cost savings in construction or which appeal only to a narrow group of users. ​ Generally, in managing real properties after acquisition, we rely on the following principles: ​ ● we aggressively manage, maintain and upgrade our properties and refuse to neglect or undercapitalize management, maintenance and capital improvement programs; and ● we believe that we have the ability to hold properties through down cycles because we generally do not have mortgage debt on the Company, which could place the properties at risk of foreclosure.
Mr. Burke is a certified public accountant with over 35 years of experience in the practice of public accounting working with both private and publicly traded companies with extensive experience serving clients in the real estate and REIT industry. His experience includes analysis and evaluation of financial reporting, accounting systems, internal controls and audit matters. Mr.
Burke is a certified public accountant with over 35 years of experience in the practice of public accounting working with both private and publicly traded companies with extensive experience serving clients in the real estate and REIT industry. His experience includes analysis and evaluation of financial reporting, accounting systems, internal controls and audit matters. Mr.
He is currently President of the Board of Trustees of Florida Studio Theater, a professional non-profit theater organization, and is a Director of All-Star Children’s Foundation, an organization engaged in creating a new paradigm for foster care. ​ Georgia Murray, age 73, has been a Director of FSP Corp. since April 2005 and Lead Independent Director since February 2014. Ms.
He is currently President of the Board of Trustees of Florida Studio Theater, a professional non-profit theater organization, and is a Director of All-Star Children’s Foundation, an organization engaged in creating a new paradigm for foster care. ​ Georgia Murray, age 74, has been a Director of FSP Corp. since April 2005 and Lead Independent Director since February 2014. Ms.
The Sponsored REIT was consolidated in our financial statements effective January 1, 2023. We refer to these 18 properties as our owned and consolidated properties. We derive rental revenue from income paid to us by tenants of these properties. See Item 2 of this Annual Report on Form 10-K for more information about our properties.
The Sponsored REIT was consolidated in our financial statements effective January 1, 2023. We refer to these 15 properties as our owned and consolidated properties. We derive rental revenue from income paid to us by tenants of these properties. See Item 2 of this Annual Report on Form 10-K for more information about our properties.
(Summa Cum Laude) from Amherst College, where he was elected to Phi Beta Kappa. ​ Dennis J. McGillicuddy, age 82, has been a Director of FSP Corp. since May 2002. Mr. McGillicuddy graduated from the University of Florida with a B.A. degree and from the University of Florida Law School with a J.D. degree. In 1968, Mr.
(Summa Cum Laude) from Amherst College, where he was elected to Phi Beta Kappa. ​ Dennis J. McGillicuddy, age 83, has been a Director of FSP Corp. since May 2002. Mr. McGillicuddy graduated from the University of Florida with a B.A. degree and from the University of Florida Law School with a J.D. degree. In 1968, Mr.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Investment Objectives ​ Our investment objectives are to create shareholder value by increasing revenue from rental, dividend, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Investment Objectives ​ Our investment objectives are to increase shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.
Donahue holds a Bachelor of Science in Business Administration degree from Bryant College. ​ Eriel Anchondo, age 46, is Executive Vice President and Chief Operating Officer of FSP Corp. and has held those positions since May 2016. Mr. Anchondo joined FSP Corp. in 2015 as Senior Vice President of Operations. Mr.
Donahue holds a Bachelor of Science in Business Administration degree from Bryant College. ​ Eriel Anchondo, age 47, is Executive Vice President and Chief Operating Officer of FSP Corp. and has held those positions since May 2016. Mr. Anchondo joined FSP Corp. in 2015 as Senior Vice President of Operations. Mr.
Our employees are compensated without regard to gender, race and ethnicity, and our compensation program is designed to attract and retain talent. ​ Available Information ​ We make available, free of charge through our website http://www.fspreit.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission, or SEC. ​ We will voluntarily provide paper copies of our filings and code of ethics upon written request received at the address on the cover of this Annual Report on Form 10-K, free of charge. ​ Information about our Directors ​ The following table sets forth the names, ages and positions of all our directors as of February 23, 2024. ​ ​ ​ ​ ​ ​ ​ Name Age Position George J.
Our employees are compensated without regard to gender, race and ethnicity, and our compensation program is designed to attract and retain talent. ​ Available Information ​ We make available, free of charge through our website http://www.fspreit.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission, or SEC. ​ We will voluntarily provide paper copies of our filings and code of ethics upon written request received at the address on the cover of this Annual Report on Form 10-K, free of charge. ​ 4 Table of Contents Information about our Directors ​ The following table sets forth the names, ages and positions of all our directors as of February 7, 2025. ​ ​ ​ ​ ​ ​ ​ Name Age Position George J.
Carter, serves as Chief Executive Officer and Chairman of the Board of Directors of FSP Corp. and Mr. Carter’s brother, Jeffrey B. Carter, serves as President and Chief Investment Officer of FSP Corp. ​ John G. Demeritt, age 63, is Executive Vice President, Chief Financial Officer and Treasurer of FSP Corp. and has been Chief Financial Officer since March 2005.
Carter, serves as Chief Executive Officer and Chairman of the Board of Directors of FSP Corp. and Mr. Carter’s brother, Jeffrey B. Carter, serves as President and Chief Investment Officer of FSP Corp. ​ John G. Demeritt, age 64, is Executive Vice President, Chief Financial Officer and Treasurer of FSP Corp. and has been Chief Financial Officer since March 2005.
Donahue, age 57, is Executive Vice President of FSP Corp. and President of FSP Property Management LLC and has held those positions since May 2016. Mr. Donahue is primarily responsible for the oversight of the management of all of the real estate assets of FSP Corp. and its affiliates. Mr.
Donahue, age 58, is Executive Vice President of FSP Corp. and President of FSP Property Management LLC and has held those positions since May 2016. Mr. Donahue is primarily responsible for the oversight of the management of all of the real estate assets of FSP Corp. and its affiliates. Mr.
We may also pursue on a selective basis the sale of our properties to take advantage of the value creation and demand for our properties, or for geographic or property specific reasons. ​ Real Estate ​ As of December 31, 2023, we owned and operated a portfolio of real estate consisting of 17 properties, which we refer to as our owned properties, and a non-controlling common stock interest in the corporation that is the sole member of FSP Monument Circle LLC, which was organized to operate as a real estate investment trust and which we refer to as the Sponsored REIT or Monument Circle.
We may also pursue on a selective basis the sale of our properties to take advantage of the value creation and demand for our properties, or for geographic or property specific reasons. ​ Real Estate ​ As of December 31, 2024, we owned and operated a portfolio of real estate consisting of 14 properties, which we refer to as our owned properties, and a non-controlling common stock interest in the corporation that is the sole member of FSP Monument Circle LLC, which was organized to operate as a real estate investment trust and which we refer to as the Sponsored REIT or Monument Circle.
Prior to that, from 1986 to 1995 he had financial and accounting responsibilities at three other public companies, and was previously associated with Laventhol & Horwath, an independent accounting firm from 1983 to 1986. Mr. Demeritt is a Certified Public Accountant and holds a Bachelor of Science degree from Babson College. ​ John F.
Prior to that, from 1986 to 1995 he had financial and accounting responsibilities at three other public companies, and was previously associated with Laventhol & Horwath, an independent accounting firm from 1983 to 1986. Mr. Demeritt is a Certified Public Accountant and holds a Bachelor of Science degree from Babson College. ​ 7 Table of Contents John F.
Carter, age 75, is Chief Executive Officer and has been Chairman of the Board of Directors of FSP Corp. since 2002. Mr. Carter also was the President of FSP Corp. from 2002 to May 2016. Mr.
Carter, age 76, is Chief Executive Officer and has been Chairman of the Board of Directors of FSP Corp. since 2002. Mr. Carter also was the President of FSP Corp. from 2002 to May 2016. Mr.
(1) ​ 76 ​ Director ​ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) Chair of the Audit Committee (5) Chair of the Compensation Committee (6) Chair of the Nominating and Corporate Governance Committee (7) Lead Independent Director ​ George J.
(1) (2) (5) ​ 77 ​ Director ​ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) Chair of the Audit Committee (5) Chair of the Compensation Committee (6) Chair of the Nominating and Corporate Governance Committee (7) Lead Independent Director ​ George J.
Anchondo is a graduate of Boston University (B.A.) and Cornell University (M.B.A.). ​ Each of the above executive officers has been a full-time employee of FSP Corp. for the past five fiscal years. ​ 7 Table of Contents
Anchondo is a graduate of Boston University (B.A.) and Cornell University (M.B.A.). ​ Each of the above executive officers has been a full-time employee of FSP Corp. for the past five fiscal years. ​
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Human Capital ​ We had 28 employees as of both February 23, 2024 and December 31, 2023. Women represent 46.4% of our employees, of which 38.5% hold management level/leadership roles.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Human Capital ​ We had 28 employees as of both February 7, 2025 and December 31, 2024. Women represent 46.4% of our employees, of which 38.5% hold management level/leadership roles.
From time-to-time we dispose of properties generating gains or losses in an ongoing effort to improve and upgrade our portfolio. ​ We provide asset management, property management, property accounting, investor and/or development services to our portfolio and our Sponsored REIT through our subsidiaries FSP Investments LLC and FSP Property Management LLC.
From time-to-time we dispose of properties generating gains or losses in an ongoing effort to improve and upgrade our portfolio and/or to repay a portion of our debt. ​ We provide asset management, property management, property accounting, investor and/or development services to our portfolio and our Sponsored REIT through our subsidiaries FSP Investments LLC and FSP Property Management LLC.
In addition, if we were to fail to qualify as a REIT, we could be disqualified from treatment as a REIT in 3 Table of Contents the year in which such failure occurred and for the next four taxable years and, consequently, we would be taxed as a regular corporation during such years.
In addition, if we were to fail to qualify as a REIT, we could be disqualified from treatment as a REIT in the year in which such failure occurred and for the next four taxable years and, consequently, we would be taxed as a regular corporation during such years.
Hansen served as a Manager in Arthur Andersen LLP’s Audit & Business Advisory practice. Mr. Hansen has served on the boards of a number of non-profit entities and currently serves on the Finance Council and as the Investment Committee Chair of the Archdiocese of St. Louis and as a member of the St. Louis County Retirement Board. Mr.
Hansen served as a Manager in Arthur Andersen LLP’s Audit & Business Advisory practice. Mr. Hansen has served on the boards of a number of non-profit entities and currently serves on the Finance Council and as the Investment Committee Chair of the Archdiocese of St. Louis. Mr.
The principal revenue sources for our real estate operations include rental income from real estate leasing, interest income from secured loans made on office properties, property dispositions and fee income from asset/property management and development. ​ We invest in infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.
The principal revenue sources for our real estate operations include rental income from real estate leasing, property dispositions and fee income from asset/property management and development. ​ We invest in infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.
Edwards’ Financial Institutions & Real Estate Investment Banking practice. While at A.G. Edwards, Mr. Hansen advised a wide variety of Real Estate Investment Trusts on numerous capital markets transactions, including public and private offerings of debt and equity securities as well as the analysis of various merger & acquisition opportunities. Prior to joining A.G. Edwards, Mr.
While at A.G. Edwards, Mr. Hansen advised a wide variety of Real Estate Investment Trusts on numerous capital markets transactions, including public and private offerings of debt and equity securities as well as the analysis of various merger & acquisition opportunities. Prior to joining A.G. Edwards, Mr.
Murray is retired from Lend Lease Real Estate Investments, Inc., where she served as a Principal from November 1999 until May 2000. From 1973 through October 1999, Ms. Murray worked at The Boston 5 Table of Contents Financial Group, Inc., serving as Senior Vice President and a Director at times during her tenure.
Murray is retired from Lend Lease Real Estate Investments, Inc., where she served as a Principal from November 1999 until May 2000. From 1973 through October 1999, Ms. Murray worked at The Boston Financial Group, Inc., serving as Senior Vice President and a Director at times during her tenure. Boston Financial was an affiliate of the Boston Financial Group, Inc.
As of February 23, 2024, none of our owned properties were subject to mortgage debt. ​ Competition ​ With respect to our real estate investments, we face competition in each of the markets where our properties are located.
As of February 7, 2025, none of our owned properties were subject to mortgage debt. ​ Competition ​ With respect to our real estate investments, we face competition in each of the markets where our properties are located.
Wilkins holds a M.B.A. degree from the Harvard Graduate School of Business Administration and a Bachelor of Arts degree from Morehouse College. ​ Information about our Executive Officers ​ The following table sets forth the names, ages and positions of all our executive officers as of February 23, 2024. ​ ​ ​ ​ ​ ​ Name Age Position George J.
Wilkins holds a M.B.A. degree from the Harvard Graduate School of Business Administration and a Bachelor of Arts degree from Morehouse College. 6 Table of Contents ​ Information about our Executive Officers ​ The following table sets forth the names, ages and positions of all our executive officers as of February 7, 2025. ​ ​ ​ ​ ​ ​ Name Age Position George J.
Carter, serves as Executive Vice President, General Counsel and Secretary of FSP Corp. 6 Table of Contents ​ Scott H. Carter, age 52, is Executive Vice President, General Counsel and Secretary of FSP Corp. Mr. Carter has served as General Counsel since February 2008. Mr. Carter joined FSP Corp. in October 2005 as Senior Vice President and In-house Counsel. Mr.
Carter, serves as Executive Vice President, General Counsel and Secretary of FSP Corp. ​ Scott H. Carter, age 53, is Executive Vice President, General Counsel and Secretary of FSP Corp. Mr. Carter has served as General Counsel since February 2008. Mr. Carter joined FSP Corp. in October 2005 as Senior Vice President and In-house Counsel. Mr.
Donahue 57 Executive Vice President Eriel Anchondo 46 Executive Vice President and Chief Operating Officer (1) Information about George J. Carter is set forth above. See “Directors of FSP Corp.” ​ Jeffrey B. Carter, age 52, is President and Chief Investment Officer of FSP Corp. Mr.
Donahue 58 Executive Vice President Eriel Anchondo 47 Executive Vice President and Chief Operating Officer (1) Information about George J. Carter is set forth above. See “Directors of FSP Corp.” ​ Jeffrey B. Carter, age 53, is President and Chief Investment Officer of FSP Corp. Mr.
Noncompliance with such requirements could result in the imposition of fines by the U.S. government or an award of damages to private litigants. ​ In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties.
Compliance with ADA requirements might require, among other things, removal of access barriers. 3 Table of Contents Noncompliance with such requirements could result in the imposition of fines by the U.S. government or an award of damages to private litigants. ​ In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties.
Carter (1) 75 Chief Executive Officer and Chairman of the Board Jeffrey B. Carter 52 President and Chief Investment Officer Scott H. Carter 52 Executive Vice President, General Counsel and Secretary John G. Demeritt 63 Executive Vice President, Chief Financial Officer and Treasurer John F.
Carter (1) 76 Chief Executive Officer and Chairman of the Board Jeffrey B. Carter 53 President and Chief Investment Officer Scott H. Carter 53 Executive Vice President, General Counsel and Secretary John G. Demeritt 64 Executive Vice President, Chief Financial Officer and Treasurer John F.
On October 26, 2023, we sold an office property located in Plano, Texas for a gross sales price of $48 million at a gain of $10.6 million. On December 6, 2023, we sold an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million.
On December 6, 2023, we sold an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million.
The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to persons with disabilities. Compliance with ADA requirements might require, among other things, removal of access barriers.
The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to persons with disabilities.
On March 10, 2023, we sold an office property located in Elk Grove, Illinois for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. On August 9, 2023, we sold a property in Charlotte, North Carolina for a gross sales price of $9.2 million at a loss of $0.8 million.
On October 23, 2024, we sold an office property located in Atlanta, Georgia for a gross sales price of $34.0 million at a loss of $27.2 million. On March 10, 2023, we sold an office property located in Elk Grove, Illinois for a gross sales price of $29.1 million, at a gain of approximately $8.4 million.
Boston Financial was an affiliate of the Boston Financial Group, Inc. She is a past Trustee of the Urban Land Institute and a past President of the Multifamily Housing Institute. Ms. Murray previously served on the Board of Directors of Capital Crossing Bank. She also serves on the boards of numerous non-profit entities. Ms.
She is a past Trustee of the Urban Land Institute and a past President of the Multifamily Housing Institute. Ms. Murray previously served on the Board of Directors of Capital Crossing Bank. She also serves on the boards of numerous non-profit entities. Ms. Murray is a graduate of Newton College. ​ Bruce J.
Hansen, age 52, has been a Director of FSP Corp. since 2012 and Chair of the Compensation Committee since February 2021. Since 2007, Mr. Hansen has served as President and Chief Operating Officer of Confluence Investment Management LLC, a St. Louis based Registered Investment Advisor. Prior to founding Confluence in 2007, Mr. Hansen served as a Managing Director in A.G.
Hansen, age 53, has been a Director of FSP Corp. since 2012. Since 2007, Mr. Hansen has served as President and Chief Operating Officer of Confluence Investment Management LLC, a St. Louis based Registered Investment Advisor. Prior to founding Confluence in 2007, Mr. Hansen served as a Managing Director in A.G. Edwards’ Financial Institutions & Real Estate Investment Banking practice.
We may also acquire additional real properties. ​ Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired, real properties in any geographic area of the United States and of any property type.
Proceeds from dispositions are intended to be used primarily for the repayment of debt. ​ Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired, real properties in any geographic area of the United States and of any property type.
Carter is responsible for all aspects of the business of FSP Corp. and its affiliates, with special emphasis on the evaluation, acquisition and 4 Table of Contents structuring of real estate investments.
Carter is responsible for all aspects of the business of FSP Corp. and its affiliates, with special emphasis on the evaluation, acquisition and structuring of real estate investments. Prior to the conversion, he was President of the general partner of the FSP Partnership and was responsible for all aspects of the business of the FSP Partnership and its affiliates.
See Item 2 of this Annual Report on Form 10-K for more information about our properties. ​ We continue to believe that the current price of our common stock does not accurately reflect the value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space. ​ As a result, from time to time, as market conditions warrant, we expect to sell properties owned by us.
We expect that we will continue to derive real estate revenue from owned properties. ​ We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space.
Hoxsie was a Partner at the international law firm of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) until his retirement in December 2015. He joined Hale and Dorr (the predecessor of WilmerHale) in 1981, subsequently worked at Copley Real Estate Advisors, an institutional real estate investment advisory firm, and rejoined Hale and Dorr in 1994. Mr.
He joined Hale and Dorr (the predecessor of WilmerHale) in 1981, subsequently worked at Copley Real Estate Advisors, an institutional real estate investment advisory firm, and rejoined Hale and Dorr in 1994. Mr.
O’Neil received her M.B.A. from The Harvard Graduate School of Business Administration. ​ Milton P. Wilkins, Jr., age 76, has been a Director of FSP Corp. since February 2022. Mr. Wilkins has served as an investment advisor with RBF Wealth Advisors in St. Louis, Missouri, since 1997. Concurrently, from 2003 to 2015, Mr.
Wilkins, Jr., age 77, has been a Director of FSP Corp. since February 2022 and Chair of the Compensation Committee since January 2025. Mr. Wilkins served as an investment advisor with RBF Wealth Advisors in St. Louis, Missouri, from 1997 to 2024. Concurrently, from 2003 to 2015, Mr.
We expect that we will continue to derive real estate revenue from owned properties and the Sponsored REIT Loan and fees from asset management, property management and investor services.
We expect that we will continue to derive real estate revenue from owned properties and the Sponsored REIT fees from asset management, property management and investor services. We may also acquire additional real properties. ​ As a result, from time to time, as market conditions warrant, we expect to sell properties owned by us.
Carter 75 Chief Executive Officer and Chairman of the Board ​ John N. Burke (1) (2) (3) (4) 62 Director ​ Brian N. Hansen (2) (3) (5) 52 Director ​ Kenneth Hoxsie (1) (3) (6) ​ 73 ​ Director ​ Dennis J. McGillicuddy (1) 82 Director ​ Georgia Murray (1) (2) (7) 73 Director ​ Kathryn P.
Carter 76 Chief Executive Officer and Chairman of the Board ​ John N. Burke (1) (2) (3) (4) 63 Director ​ Brian N. Hansen (3) 53 Director ​ Kenneth Hoxsie (1) (3) (6) ​ 74 ​ Director ​ Dennis J.
Prior to that, he held a number of positions in the brokerage industry including those with Merrill Lynch & Co. and Loeb Rhodes & Co. Mr. Carter is a graduate of the University of Miami (B.S.). ​ John N. Burke, age 62, has been a Director of FSP Corp. since 2004 and Chair of the Audit Committee since June 2004.
Carter is a graduate of the University of Miami (B.S.). ​ John N. Burke, age 63, has been a Director of FSP Corp. since 2004 and Chair of the Audit Committee since June 2004. Mr.
Hansen earned his M.B.A. from the Kellogg School of Management at Northwestern University and his Bachelor of Science in Commerce from DePaul University. Mr. Hansen is a Certified Public Accountant. ​ Kenneth A. Hoxsie, age 73, has been a Director of FSP Corp. since January 2016 and Chair of the Nominating and Corporate Governance Committee since February 2021. Mr.
Hansen earned his M.B.A. from the Kellogg School 5 Table of Contents of Management at Northwestern University and his Bachelor of Science in Commerce from DePaul University. Mr. Hansen is a Certified Public Accountant. ​ Kenneth A.
Wilkins served with Hammond Associates/Mercer Investment Consulting as an institutional investment consultant. From 1976 to 1986 and from 1989 to 1997, Mr. Wilkins served in various positions at Monsanto Corporation, including as Vice President of Corporate Development in the corporate mergers and acquisition group. Mr. Wilkins currently serves as Chairman of the St.
Wilkins served in various positions at Monsanto Corporation, including as Vice President of Corporate Development in the corporate mergers and acquisition group, as Vice President of the Plant Sciences Division and as Regional Director of Latin America. Mr. Wilkins currently serves as Chairman of the St.
Many of our tenants still do not fully occupy the space that they lease. The long-term impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results and we are unable to estimate the full extent of this impact on our future financial results at this time.
We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic will have on our future financial results at this time. See “Item 1A. Risk Factors” and “Item 7.
In 2021, we sold 10 office properties located in four different states for aggregate gross sale proceeds of $602.7 million, at a net gain of $113.1 million. ​ As we continue to execute on our strategy of select property dispositions and striving to lease vacant space, our revenue, Funds From Operations, and capital expenditures may decrease.
As we continue to execute our strategy of select property dispositions and striving to lease vacant space, our revenue, Funds From Operations, and capital expenditures may decrease.
Carter was owner and developer of Gloucester Dry Dock, a commercial shipyard in Gloucester, Massachusetts. From 1979 to 1988, Mr. Carter served as Managing Director in charge of marketing at First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts.
Carter served as Managing Director in charge of marketing at First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts. Prior to that, he held a number of positions in the brokerage industry including those with Merrill Lynch & Co. and Loeb Rhodes & Co. Mr.
Our 18 owned and consolidated office properties are located in six different states as of December 31, 2023.
Our 15 owned and consolidated office properties are located in four different states as of December 31, 2024. See Item 2 of this Annual Report on Form 10-K for more information about our properties.
Prior to the conversion, he was President of the general partner of the FSP Partnership and was responsible for all aspects of the business of the FSP Partnership and its affiliates. From 1992 through 1996 he was President of Boston Financial Securities, Inc. (“Boston Financial”). Prior to joining Boston Financial, Mr.
From 1992 through 1996 he was President of Boston Financial Securities, Inc. (“Boston Financial”). Prior to joining Boston Financial, Mr. Carter was owner and developer of Gloucester Dry Dock, a commercial shipyard in Gloucester, Massachusetts. From 1979 to 1988, Mr.
O'Neil (1) (2) (3) ​ 60 ​ Director ​ Milton P. Wilkins, Jr.
McGillicuddy (1) 83 Director ​ Georgia Murray (1) (2) (7) 74 Director ​ Bruce Schanzer (1) ​ 56 ​ Director ​ Milton P. Wilkins, Jr.
Removed
See “Item 1A. Risk Factors” and “Item 7.
Added
Many of our tenants still do not fully occupy the space that they lease.
Removed
In 2022, we sold two office properties located in Broomfield, Colorado for aggregate gross sales proceeds of $102.5 million at a gain of $24.1 million and one office property located in Evanston, Illinois for gross sale proceeds of $27.8 million at a gain of $3.9 million.
Added
The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
Removed
Murray is a graduate of Newton College. ​ Kathryn P. O’Neil, age 60, has been a Director of FSP Corp. since January 2016. Ms. O’Neil was a Director at Bain Capital in the Investor Relations area where she focused on Private Equity and had oversight of the Investment Advisory sector from 2011 until her retirement in 2014.
Added
Our investment objectives are to create shareholder value by increasing revenue from rental, dividend, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.
Removed
From 1999 to 2007, Ms. O’Neil was a Partner at FLAG Capital Management LLC, a manager of fund-of-funds investment vehicles in private equity, venture capital, real estate and natural resources. Previously, Ms. O’Neil was an Investment Consultant at Cambridge Associates where she specialized in Alternative Assets. Ms.
Added
On January 26, 2024, we sold an office property located in Richardson, Texas for a gross sales price of $35.0 million, at a loss of approximately $2.1 million. On July 8, 2024, we sold a property in Glen Allen, Virginia for a gross sales price of $31.0 million at a loss of $13.2 million.
Removed
O’Neil currently serves on a variety of non-profit boards, including the Peabody Essex Museum where she is a Trustee and a member of the Finance and Investment Committees, Horizon’s for Homeless Children where she is a Director and serves on the Executive and Finance Committees, McLean Hospital where she is a member of the Board of Trustees, and the Trustees of Reservations where she serves on the President’s Council and was a member of the Investment Committee from 2006 to 2020.
Added
On August 9, 2023, we sold a property in Charlotte, North Carolina for a gross sales price of $9.2 million at a loss of $0.8 million. On 2 Table of Contents October 26, 2023, we sold an office property located in Plano, Texas for a gross sales price of $48 million at a gain of $10.6 million.
Removed
Ms. O’Neil is a Trustee Emeritus of Colby College and a former member of the Board of Overseers of the Boston Museum of Science. Ms. O’Neil holds a B.A. (Summa Cum Laude) and M.A. (Honorary) from Colby College where she was elected to Phi Beta Kappa. Ms.
Added
Hoxsie, age 74, has been a Director of FSP Corp. since January 2016 and Chair of the Nominating and Corporate Governance Committee since February 2021. Mr. Hoxsie was a Partner at the international law firm of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) until his retirement in December 2015.
Added
Schanzer, age 56, has been a Director of FSP Corp. since November 2024. Mr. Schanzer is Chairman and Chief Investment Officer of Erez Asset Management, a fund manager focused on investment opportunities in small market cap REITs. Prior to forming Erez Asset Management in August 2022, Mr.
Added
Schanzer was President, Chief Executive Officer and a director of Cedar Realty Trust (NYSE: CDR), a real estate investment trust focused on the ownership, operation and redevelopment of shopping centers in the Washington, D.C. to Boston corridor, from June 2011 to August 2022.
Added
Before joining Cedar in 2011, he was a managing director in the real estate investment banking group at Goldman Sachs & Co and prior thereto a vice president at Merrill Lynch. Before working on Wall Street, Bruce worked as a real estate attorney in New York.
Added
He received an M.B.A. in finance and accounting from the University of Chicago (now known as the Booth School of Business); a J.D. from Benjamin N.
Added
Cardozo School of Law, where he served as a member of the Law Review; and a B.A. from Yeshiva College, where he is currently a member of the board of trustees of Sym Schools of Business.
Added
He is also presently a member of the board of trustees of SAR Academy in Riverdale, NY and the board of advisors of New York Medical College. Mr. Schanzer previously served as a member of the board of governors of the National Association of Real Estate Investment Trusts. ​ Milton P.
Added
Wilkins served with Hammond Associates/Mercer Investment Consulting as a senior investment consultant to institutional clients. From 1976 to 1986 and from 1989 to 1997, Mr.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCredit rating reductions or other negative actions by one or more rating agencies could adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow. ​ 9 Table of Contents Risks Related to our Operations and Properties ​ The long-term impact of the COVID-19 pandemic may continue to have an adverse impact on our financial condition and results of operations.
Biggest changeIn addition, increased interest rates on our outstanding indebtedness could adversely affect our ability to incur new debt or to refinance our existing debt when it matures. ​ Risks Related to our Operations and Properties ​ The long-term impact of the COVID-19 pandemic may continue to have an adverse impact on our financial condition and results of operations.
In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in the owner incurring substantial liabilities as a result of a claim by a private party for personal injury or a claim by an adjacent property owner for property damage. ​ In addition, we cannot assure you that: ​ ● future laws, ordinances or regulations will not impose any material environmental liability; ● the current environmental conditions of our properties will not be affected by the condition of properties in the vicinity of such properties (such as the presence of leaking underground storage tanks) or by third parties unrelated to us; ● tenants will not violate their leases by introducing hazardous or toxic substances into our properties that could expose us to liability under federal or state environmental laws; or ● environmental conditions, such as the growth of bacteria and toxic mold in heating and ventilation systems or on walls, will not occur at our properties and pose a threat to human health. ​ We are subject to compliance with the Americans With Disabilities Act and fire and safety regulations, any of which could require us to make significant capital expenditures. ​ All of our properties are required to comply with the Americans With Disabilities Act, or ADA, and the regulations, rules and orders that may be issued thereunder.
In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in the owner incurring substantial liabilities as a result of a claim by a private party for personal injury or a claim by an adjacent property owner for property damage. ​ 14 Table of Contents In addition, we cannot assure you that: ​ ● future laws, ordinances or regulations will not impose any material environmental liability; ● the current environmental conditions of our properties will not be affected by the condition of properties in the vicinity of such properties (such as the presence of leaking underground storage tanks) or by third parties unrelated to us; ● tenants will not violate their leases by introducing hazardous or toxic substances into our properties that could expose us to liability under federal or state environmental laws; or ● environmental conditions, such as the growth of bacteria and toxic mold in heating and ventilation systems or on walls, will not occur at our properties and pose a threat to human health. ​ We are subject to compliance with the Americans With Disabilities Act and fire and safety regulations, any of which could require us to make significant capital expenditures. ​ All of our properties are required to comply with the Americans With Disabilities Act, or ADA, and the regulations, rules and orders that may be issued thereunder.
Any ongoing negative impacts from the COVID-19 pandemic could adversely affect us and/or our tenants due to, among other factors: the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. ​ Some of our existing tenants and potential tenants operate in businesses and industries that continue to be adversely affected by the continuing disruption to business as a result of the COVID-19 pandemic.
Any ongoing negative impacts from the COVID-19 pandemic could adversely affect us and/or our tenants due to, among other factors: the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on 10 Table of Contents favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. ​ Some of our existing tenants and potential tenants operate in businesses and industries that continue to be adversely affected by the continuing disruption to business as a result of the COVID-19 pandemic.
These risks include the fact that real estate investments are generally illiquid, 11 Table of Contents which may affect our ability to vary our portfolio in response to changes in economic and other conditions, as well as the risks normally associated with: ​ ● changes in general and local economic conditions; ● the supply or demand for particular types of properties in particular markets; ● changes in market rental rates; ● the impact of environmental protection laws; ● changes in tax, real estate and zoning laws; and ● the impact of obligations and restrictions contained in title-related documents. ​ Certain significant costs, such as real estate taxes, utilities, insurance and maintenance costs, generally are not reduced even when a property’s rental income is reduced.
These risks include the fact that real estate investments are generally illiquid, which may affect our ability to vary our portfolio in response to changes in economic and other conditions, as well as the risks normally associated with: ​ ● changes in general and local economic conditions; ● the supply or demand for particular types of properties in particular markets; ● changes in market rental rates; ● the impact of environmental protection laws; ● changes in tax, real estate and zoning laws; and ● the impact of obligations and restrictions contained in title-related documents. ​ Certain significant costs, such as real estate taxes, utilities, insurance and maintenance costs, generally are not reduced even when a property’s rental income is reduced.
Compliance with such requirements may require us to make substantial capital expenditures, which expenditures would reduce cash otherwise available for distribution to our stockholders. ​ ​ 14 Table of Contents We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control. ​ Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury, or OFAC, maintains a list of persons designated as terrorists or who are otherwise blocked or banned, which we refer to as Prohibited Persons.
Compliance with such requirements may require us to make substantial capital expenditures, which expenditures would reduce cash otherwise available for distribution to our stockholders. ​ ​ We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control. ​ Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury, or OFAC, maintains a list of persons designated as terrorists or who are otherwise blocked or banned, which we refer to as Prohibited Persons.
As a result of these fluctuations, the amount of cash available for distribution to our stockholders may fluctuate, which may result in our not being able to maintain or grow dividend levels, including special dividends, in the future. In 2022, we adopted a variable quarterly dividend policy, which replaced our previous regularly quarterly dividend policy.
As a result of these fluctuations, the amount of cash available for distribution to our stockholders may fluctuate, which may result in our not being able to maintain or grow dividend levels, including special dividends, in the future. In 2022, we adopted a variable quarterly dividend policy, which replaced our previous regular quarterly dividend policy.
Future economic factors also may negatively affect the demand for office space, real estate values, occupancy levels and property income. ​ 10 Table of Contents If we are not able to collect sufficient rents from each of our owned real properties or collect interest on the Sponsored REIT Loan, we may suffer significant operating losses or a reduction in cash available for future dividends. ​ A substantial portion of our revenue is generated by the rental income of our real properties and the Sponsored REIT Loan.
Future economic factors also may negatively affect the demand for office space, real estate values, occupancy levels and property income. ​ If we are not able to collect sufficient rents from each of our owned real properties or collect interest on the Sponsored REIT Loan, we may suffer significant operating losses or a reduction in cash available for future dividends. ​ A substantial portion of our revenue is generated by the rental income of our real properties.
In addition, factors negatively impacting the energy industry could reduce the market values of our properties in those areas, which could reduce our net asset value and adversely affect our financial condition and results of operations, or cause a decline in the value of our common stock. ​ 12 Table of Contents We compete with national, regional and local real estate operators and developers, which could adversely affect our cash flow. ​ Competition exists in every market in which our properties are currently located and in every market in which properties we may acquire in the future will be located.
In addition, factors negatively impacting the energy industry could reduce the market values of our properties in those areas, which could reduce our net asset value and adversely affect our financial condition and results of operations, or cause a decline in the value of our common stock. ​ We compete with national, regional and local real estate operators and developers, which could adversely affect our cash flow. ​ Competition exists in every market in which our properties are currently located and in every market in which properties we may acquire in the future will be located.
Moreover, if one or more of the target REITs that we acquired in May 2008, April 2006, April 2005 or June 2003 did not qualify as a REIT immediately prior to the consummation of its acquisition, we could be disqualified as a REIT as a result of such acquisition. ​ If in any taxable year we do not qualify as a REIT, we would be taxed as a corporation and distributions to our stockholders would not be deductible by us in computing our taxable income.
Moreover, if one or more of the target REITs that we acquired in May 2008, April 2006, April 2005 or June 2003 did not qualify as a REIT immediately prior to the consummation of its acquisition, we could be disqualified as a REIT as a result of such acquisition. ​ 16 Table of Contents If in any taxable year we do not qualify as a REIT, we would be taxed as a corporation and distributions to our stockholders would not be deductible by us in computing our taxable income.
Over time, the physical effects of climate change could result in declining demand for office space in our buildings or our inability to operate the buildings at all. ​ Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer. ​ In the ordinary course of our business, we collect and store sensitive data concerning investors in the Sponsored REIT, tenants and vendors.
Over time, the physical effects of climate change could result in declining demand for office space in our buildings or our inability to operate the buildings at all. 13 Table of Contents ​ Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer. ​ In the ordinary course of our business, we collect and store sensitive data concerning investors in the Sponsored REIT, tenants and vendors.
We may not be able to dispose of properties at acceptable prices or otherwise on anticipated terms and conditions within the time periods contemplated by our disposition strategy, which would adversely affect our ability to use the proceeds as intended and impair our financial flexibility. ​ We are dependent on key personnel. ​ We depend on the efforts of George J.
We may not be able to dispose of properties at acceptable prices or otherwise on anticipated terms and conditions within the time periods contemplated by our disposition strategy, which would adversely affect our ability to use the proceeds as intended and impair our financial flexibility. ​ 11 Table of Contents We are dependent on key personnel. ​ We depend on the efforts of George J.
While we cannot predict when existing vacant space in properties will be leased, if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at current market rates for locations in which the buildings are located, which in some cases may be below the expiring rates.
While we cannot predict when existing vacant space in properties will be leased, if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases 12 Table of Contents at current market rates for locations in which the buildings are located, which in some cases may be below the expiring rates.
In addition, future terrorist attacks in these markets could directly or indirectly damage our properties, both physically and financially, or cause losses that materially exceed our insurance coverage. As a result of 13 Table of Contents the foregoing, our ability to generate revenues and the value of our properties could decline materially.
In addition, future terrorist attacks in these markets could directly or indirectly damage our properties, both physically and financially, or cause losses that materially exceed our insurance coverage. As a result of the foregoing, our ability to generate revenues and the value of our properties could decline materially.
In addition, the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes include restrictions on our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restrictions, we are permitted to make dividend distributions based on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our status as a REIT, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which we would otherwise be subject. ​ The real properties held by us may significantly decrease in value. ​ As of December 31, 2023, we owned 17 properties.
In addition, the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes include restrictions on our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restrictions, we are permitted to make dividend distributions based 15 Table of Contents on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our status as a REIT, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which we would otherwise be subject. ​ The real properties held by us may significantly decrease in value. ​ As of December 31, 2024, we owned 14 properties.
The documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes contain the following financial covenants: minimum tangible net worth; maximum leverage ratio; maximum secured leverage ratio; maximum secured recourse leverage ratio; minimum fixed charge coverage ratio; maximum unencumbered leverage ratio; and minimum unsecured interest coverage. ​ 8 Table of Contents Our continued general compliance with the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes is subject to ongoing compliance with our financial and other covenants.
The documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes contain the following financial covenants: minimum tangible net worth; maximum leverage ratio; maximum secured leverage ratio; maximum secured recourse leverage ratio; minimum fixed charge coverage ratio; maximum unencumbered leverage ratio; and minimum unsecured interest coverage. ​ Our continued general compliance with the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes is subject to ongoing compliance with our financial and other covenants.
The issuance of preferred stock could have the effect of delaying or preventing a change in control even if a change in control may be in our stockholders’ best interest. ​ 16 Table of Contents Increase of Authorized Stock .
The issuance of preferred stock could have the effect of delaying or preventing a change in control even if a change in control may be in our stockholders’ best interest. ​ Increase of Authorized Stock .
If we are unable to refinance the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes at maturity or meet our payment obligations, the amount of our distributable cash flow and our financial condition would be adversely affected. ​ Failure to comply with covenants in the documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes could adversely affect our financial condition. ​ The documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes contain customary affirmative and negative covenants, including some or all of the following: limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of properties, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge our equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of our common stock, going concern qualifications to our financial statements, and transactions with affiliates.
If we are unable to refinance or repay the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes at maturity or otherwise meet our payment obligations, we would be in default under the terms of the applicable indebtedness and our operations and financial condition would be materially and adversely affected. ​ Failure to comply with covenants in the documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes could adversely affect our financial condition. ​ The documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes contain customary affirmative and negative covenants, including some or all of the following: limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of properties, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge our equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of our common stock, going concern qualifications to our financial statements, and transactions with affiliates.
If that happens, we may have less cash available for distribution to our stockholders or for other corporate purposes. ​ Our operating results and financial condition could be adversely affected if we are unable to refinance the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes. ​ There can be no assurance that we will be able to refinance the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes (each as defined in Part II, Item 7.
If that happens, we may have less cash available for distribution to our stockholders or for other corporate purposes. ​ Our operating results and financial condition could be adversely affected if we are unable to refinance the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes. ​ Each of the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes (each as defined in Part II, Item 7.
If our properties do not provide us with a steady rental income or we do not collect interest income from the Sponsored REIT Loan, our revenues will decrease, which may cause us to incur operating losses in the future and reduce the cash available for distribution to our stockholders. ​ We may not be able to dispose of properties on acceptable terms or within the time periods we anticipate pursuant to our disposition strategy. ​ We have adopted a strategy seeking to increase shareholder value by pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and striving to lease vacant space.
In addition, if our properties do not provide us with rental income or we do not collect interest income from the Sponsored REIT Loan, it will reduce the cash available for distribution to our stockholders. ​ We may not be able to dispose of properties on acceptable terms or within the time periods we anticipate pursuant to our disposition strategy. ​ We have adopted a strategy seeking to increase shareholder value by pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and striving to lease vacant space.
If interest rates continue to increase, then the interest costs on our unhedged variable rate debt will also increase, which could adversely affect our cash flow, our ability to pay principal and interest on our debt and our ability to make distributions to stockholders.
If interest rates increase, then the interest costs on our unhedged variable rate debt will also increase, which could adversely affect our cash flow, our ability to pay 9 Table of Contents principal and interest on our debt and our ability to make distributions to stockholders.
A default under documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes could materially and adversely affect our financial condition and results of operations. ​ An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets. ​ As of December 31, 2023 and February 21, 2024, we had $90 million and $67 million, respectively, outstanding under the BofA Term Loan.
A default under documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes could materially and adversely affect our financial condition and results of operations. ​ An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets. ​ As of each of December 31, 2024 and February 6, 2025, we had $55.6 million outstanding under the BofA Term Loan.
An economic downturn in these or any industry in which a high concentration of our tenants operate or in which a significant number of our tenants currently or may in the future operate, could negatively impact the financial condition of such tenants and cause them to fail to make timely rental payments or default on lease obligations, fail to renew their leases or renew their leases on terms less favorable to us, become bankrupt or insolvent, or otherwise become unable to satisfy their obligations to us, which could adversely affect our financial condition and results of operations. ​ We face risks from geographic concentration. ​ The properties in our portfolio as of December 31, 2023, by aggregate square footage, are distributed geographically as follows: South — 41.0%, West — 37.0.%, Midwest — 16.8% and East — 5.2%.
An economic downturn in these or any industry in which a high concentration of our tenants operate or in which a significant number of our tenants currently or may in the future operate, could negatively impact the financial condition of such tenants and cause them to fail to make timely rental payments or default on lease obligations, fail to renew their leases or renew their leases on terms less favorable to us, become bankrupt or insolvent, or otherwise become unable to satisfy their obligations to us, which could adversely affect our financial condition and results of operations. ​ We face risks from geographic concentration. ​ The properties in our portfolio as of December 31, 2024, by aggregate square footage, are distributed geographically as follows: West — 42.6%, South — 38.0% and Midwest — 19.4%.
Our operations could be materially negatively affected if the economic downturn is prolonged, which could adversely affect our operating results, our ability to pay dividends, our ability to repay or refinance our existing indebtedness, and the price of our common stock. ​ Economic conditions in the United States could have a material adverse impact on our earnings and financial condition. ​ Although recent indicators suggest that economic activity has expanded at a modest pace, the global economy continues to experience significant disruptions and uncertainty as a result of various factors, including geopolitical events such as the wars between Russia and Ukraine and between Israel and Hamas, a U.S. designated Foreign Terrorist Organization, in the Gaza Strip and ongoing conflicts in various other parts of the Middle East, increasing tensions with China, the long-term impact of the COVID-19 pandemic and continuing supply chain difficulties.
Our operations could be materially negatively affected if the economic downturn is prolonged, which could adversely affect our operating results, our ability to pay dividends, our ability to repay or refinance our existing indebtedness, and the price of our common stock. ​ Economic conditions in the United States could have a material adverse impact on our earnings and financial condition. ​ Although recent indicators suggest that economic activity has expanded at a modest pace, the global economy continues to experience significant disruptions and uncertainty as a result of various factors, including geopolitical events such as the wars and conflicts in Ukraine and the Middle East, increasing tensions with China and Iran, the long-term impact of the COVID-19 pandemic and continuing supply chain difficulties.
Such fluctuations may depress the market price of our common stock independent of 15 Table of Contents the financial performance of FSP Corp.
Such fluctuations may depress the market price of our common stock independent of the financial performance of FSP Corp.
Typical lease terms range from five to ten years, so up to approximately 20% of our rental revenue from commercial properties could be expected to expire each year. ​ We face risks of tenant-type concentration. ​ As of December 31, 2023, approximately 19% and 13% of our tenants as a percentage of the total rentable square feet operated in the energy services industry and the information technology and computer services industry, respectively.
Typical lease terms range from five to ten years, so up to approximately 20% of our rental revenue from commercial properties could be expected to expire each year. ​ We face risks of tenant-type concentration. ​ As of December 31, 2024, approximately 25% of our tenants as a percentage of the total rentable square feet operated in the energy services industry.
These provisions could have the effect of delaying or preventing a change in control even if a change in control may be in our stockholders’ best interest. ​ Item 1B. Unresolved Staff Comments . ​ None. ​
These provisions could have the effect of delaying or preventing a change in control even if a change in control may be in our stockholders’ best interest. ​
However, within certain of those regions, we hold a larger concentration of our properties in Denver, Colorado — 37.0%, Houston, Texas — 20.6%, Dallas, Texas — 17.6%, and Minneapolis, Minnesota — 13.1%. We are likely to face risks to the extent that any of these areas in which we hold a larger concentration of our properties suffer deteriorating economic conditions.
However, within certain of those regions, we hold a larger concentration of our properties in Denver, Colorado — 42.6%, Houston, Texas — 23.7%, Minneapolis, Minnesota — 15.1%, and Dallas, Texas — 14.3%. We are likely to face risks to the extent that any of these areas in which we hold a larger concentration of our properties suffer deteriorating economic conditions.
Interest on the BofA Term Loan bears interest at variable rates based on a spread over SOFR and includes a 5.00% floor on SOFR. ​ As of December 31, 2023 and February 21, 2024, we had $115 million and $86 million, respectively, outstanding under the BMO Term Loan.
Interest on the BofA Term Loan bears interest at variable rates based on a spread over SOFR and includes a 5.00% floor on SOFR. ​ As of each of December 31, 2024 and February 6, 2025, we had $71.1 million outstanding under the BMO Term Loan.
Interest on the BMO Term Loan bears interest at variable rates based on a spread over SOFR and includes a 5.00% floor on SOFR. ​ During 2023, the Federal Reserve raised the federal funds rate target several times, most recently increasing it by 25 basis points on July 26, 2023, to a range of 5.25% to 5.50%.
Interest on the BMO Term Loan bears interest at variable rates based on a spread over SOFR and includes a 5.00% floor on SOFR. ​ During 2024, the Federal Reserve lowered the federal funds rate target three times, most recently decreasing it by 25 basis points on December 18, 2024, to a range of 4.25% to 4.50%.
Management’s Discussion and Analysis of Financial Condition and Results of Operations) upon their respective maturities, or that any such refinancings would be on terms as favorable as the terms of the BofA Term Loan, the BMO Term Loan, the Series A Notes, or the Series B Notes, or that we will be able to otherwise obtain funds by selling assets or raising equity to make required payments on the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes.
There can be no assurance that we will be able to refinance this indebtedness at maturity, or if we were able to do so, that any such refinancings would be on terms as favorable as the terms currently applicable to the BofA Term Loan, the BMO Term Loan, the Series A Notes, or the Series B Notes, and we may not be able to otherwise obtain 8 Table of Contents funds by selling assets or raising equity to make required payments on the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations) matures on April 1, 2026.
Added
Credit rating reductions or other negative actions by one or more rating agencies could adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow. ​ If we do not repay a portion of our indebtedness by March 31, 2025, our interest costs will increase. ​ The terms of the BofA Term Loan and the BMO Term Loan provide that if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, then the spread over SOFR or the base rate, as applicable, will permanently increase by 100 basis points, from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate.
Added
The terms of the Senior Notes provide that if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, then the per annum interest rates applicable to the Series A Notes and the Series B Notes will permanently increase by 1.00% from 8.00% per annum to 9.00% per annum. ​ We currently have approximately $250.3 million of indebtedness outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes.
Added
Therefore, if we do not repay approximately $50.3 million of our indebtedness by March 31, 2025, the interest rate on each of our BMO Term Loan, the BofA Term Loan and the Senior Rates will permanently increase by 1%.
Added
An increase in our interest costs would adversely affect our cash flow and could adversely affect our capacity to pay principal and interest on our debt and our ability to make distributions to stockholders.
Added
If our properties do not provide us with a steady rental income, our revenues will decrease, which may cause us to incur operating losses in the future.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+1 added−0 removed4 unchanged
Biggest changeWe consider the internal risk oversight programs of third-party service providers before engaging them in order to help protect us from any related vulnerabilities. ​ We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations or financial condition. ​ The Audit Committee of our Board of Directors provides direct oversight over cybersecurity risk and provides updates to the Board of Directors regarding such oversight.
Biggest changeWe consider the internal risk oversight programs of third-party service providers before engaging them in order to help protect us from any related vulnerabilities. ​ We do not believe that there are any risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us or our business strategy, results of operations or financial condition.
Prior to his approximately 14 years overseeing and securing our information technology operations, our Vice President and Director of Information Technology held various roles during his approximately 9 years of tenure at USI New England, most recently overseeing and securing their information technology operations as Regional IT Manager.
Prior to his approximately 15 years overseeing and securing our information technology operations, our Vice President and Director of Information Technology held various roles during his approximately 9 years of tenure at USI New England, most recently overseeing and securing their information technology operations as Regional IT Manager.
This experience is reinforced with regular cybersecurity training from industry leading organizations such as the SANS Institute and ISC2. ​ 17 Table of Contents In an effort to protect our resources from cyber threats, we maintain a security program that includes multiple layers designed to prevent, mitigate, detect, defend against, and remediate these threats.
This experience is reinforced with regular cybersecurity training from industry leading organizations such as the SANS Institute and ISC2. ​ In an effort to protect our resources from cyber threats, we maintain a security program that includes multiple layers designed to prevent, mitigate, detect, defend against, and remediate these threats.
Additionally, all employees are required to take annual cyber security training that aligns with our risks and current cyber trends such as ransomware, BEC (business email compromise,) phishing, and social engineering. ​
Additionally, all employees are required to take annual cyber security training that aligns with our risks and current cyber trends such as ransomware, BEC (business email compromise,) phishing, and social engineering. ​ ​ ​ 18 Table of Contents
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See “Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer." in “Item 1A. Risk Factors” for additional information. ​ The Audit Committee of our Board of Directors provides direct oversight over cybersecurity risk and provides updates to the Board of Directors regarding such oversight.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSouth ​ 6/29/10 129,691 91.8 % 3 ​ Workbox Marquette MN, LLC ​ 18 Table of Contents Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ Greater Minneapolis Convention & Visitor Association ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deluxe Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5100 & 5160 Tennyson Parkway 3/10/11 209,461 56.6 % 6 ARK-LA-TEX Financial Services, LLC ​ Plano, TX 75024 ​ ​ ​ ​ ​ ​ ​ ​ ​ CountryPlace Mortgage, LTD ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10370 & 10350 Richmond Ave. 11/1/12 629,025 62.7 % 41 See Footnote 3 ​ Houston, TX 77042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1999 Broadway 5/22/13 682,639 51.7 % 32 United States Government ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1001 17th Street 8/28/13 649,235 71.1 % 16 Permian Resources Operating, LLC ​ Denver CO, 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ Hall and Evans, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ping Identity Corp. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 45 South Seventh Street 6/6/16 330,096 62.3 % 18 PwC US Group ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1420 Peachtree Street, NE 8/10/16 160,145 79.8 % 4 Swift, Currie, McGhee & Hiers, LLP ​ Atlanta, GA 30309 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 600 17th Street 12/1/16 612,135 81.7 % 36 EOG Resources, Inc. ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120 Monument Circle ​ 1/1/23 ​ 213,760 ​ 4.1 % 2 ​ See Footnote 3 ​ Indianapolis, IN ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned & Consolidated Portfolio ​ ​ ​ 5,779,542 ​ 71.5 % ​ ​ ​ ​ ​ (1) Date of purchase or merged entity date of purchase.
Biggest changeSouth ​ 6/29/10 129,691 91.8 % 3 ​ Workbox Marquette MN, LLC ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ Greater Minneapolis Convention & Visitor Association ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deluxe Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5100 & 5160 Tennyson Parkway Plano, TX 75024 3/10/11 209,562 51.0 % 6 ARK-LA-TEX Financial Services, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10370 & 10350 Richmond Ave. 11/1/12 629,025 65.5 % 43 See Footnote 3 ​ Houston, TX 77042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1999 Broadway 5/22/13 682,639 50.2 % 28 United States Government ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1001 17th Street Denver CO, 80202 8/28/13 649,400 75.4 % 16 Permian Resources Operating, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hall and Evans, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ping Identity Corp. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approx.
Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year. (b) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at December 31, 2023 multiplied by 12.
Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year. (b) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at December 31, 2024 multiplied by 12.
Item 2. Properties ​ Set forth below is information regarding our properties as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approx.
Item 2. Properties ​ Set forth below is information regarding our properties as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approx.
Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges. (c) Includes 4 leases that are month-to-month. (d) Includes 61,623 square feet that are non-revenue producing building amenities. ​ ​
Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges. (c) Includes 2 leases that are month-to-month. (d) Includes 51,088 square feet that are non-revenue producing building amenities. ​ ​
We believe that our properties are adequately covered by insurance as of December 31, 2023. ​ 19 Table of Contents The information presented below provides the weighted average GAAP rent per square foot for the year ended December 31, 2023 for our properties and weighted occupancy square feet and percentages. GAAP rent includes the impact of tenant concessions and reimbursements.
We believe that our properties are adequately covered by insurance as of December 31, 2024. ​ 20 Table of Contents The information presented below provides the weighted average GAAP rent per square foot for the year ended December 31, 2024 for our properties and weighted occupancy square feet and percentages.
We have no other material undeveloped or unimproved properties, or proposed programs for material renovation or development of any of our properties in 2024.
None of our owned properties are subject to any mortgage loans. We have no other material undeveloped or unimproved properties, or proposed programs for material renovation or development of any of our properties in 2025.
(2) Major tenants that occupy 10% or more of the space in an individual property. (3) No tenant occupies more than 10% of the space. ​ All of the properties listed above are owned, directly or indirectly, by us. None of our properties are subject to any mortgage loans.
(2) Major tenants that occupy 10% or more of the space in an individual property. (3) No tenant occupies more than 10% of the space. ​ All of the properties listed above are owned, directly or indirectly, by us, except for Monument Circle which is a consolidated variable interest entity.
Ft. ​ 2023 (a) ​ Square Feet (b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Innsbrook ​ Glen Allen ​ VA ​ 1999 ​ 298,183 ​ 142,382 ​ 47.8 % 18.69 ​ East Total ​ ​ ​ ​ ​ ​ ​ 298,183 ​ 142,382 ​ 47.8 % 18.69 ​ 120 Monument Circle ​ Indianapolis ​ IN ​ 1992 ​ 213,760 ​ 8,722 ​ 4.1 % ​ 31.77 ​ 121 South 8th Street ​ Minneapolis ​ MN ​ 1974 ​ 298,121 ​ 243,088 ​ 81.5 % 25.28 ​ 801 Marquette Ave ​ Minneapolis ​ MN ​ 1923/2017 ​ 129,691 ​ 119,108 ​ 91.8 % ​ 24.38 ​ Plaza Seven ​ Minneapolis ​ MN ​ 1987 ​ 330,096 ​ 211,162 ​ 64.0 % 30.03 ​ Midwest Total ​ ​ ​ ​ ​ ​ ​ 971,668 ​ 582,080 ​ 59.9 % 26.91 ​ Park Ten ​ Houston ​ TX ​ 1999 ​ 157,609 ​ 125,157 ​ 79.4 % 28.86 ​ Addison Circle ​ Addison ​ TX ​ 1999 ​ 289,333 ​ 240,175 ​ 83.0 % 35.58 ​ Collins Crossing (c) ​ Richardson ​ TX ​ 1999 ​ 300,887 ​ 278,381 92.5 % ​ 27.10 ​ Eldridge Green ​ Houston ​ TX ​ 1999 ​ 248,399 ​ 248,399 100.0 % ​ 26.82 ​ Park Ten Phase II ​ Houston ​ TX ​ 2006 ​ 156,746 ​ 148,924 95.0 % ​ 29.42 ​ Liberty Plaza ​ Addison ​ TX ​ 1985 ​ 217,841 ​ 157,107 72.1 % ​ 24.65 ​ Legacy Tennyson Center ​ Plano ​ TX ​ 1999/2008 ​ 209,461 ​ 98,510 47.0 % ​ 30.96 ​ Westchase I & II ​ Houston ​ TX ​ 1983/2008 ​ 629,025 ​ 370,118 58.8 % ​ 26.49 ​ Pershing Park Plaza (c) ​ Atlanta ​ GA ​ 1989 ​ 160,145 ​ 127,796 ​ 79.8 % ​ 38.51 ​ South Total ​ ​ ​ ​ ​ ​ ​ 2,369,446 ​ 1,794,567 75.7 % ​ 29.20 ​ 1999 Broadway ​ Denver ​ CO ​ 1986 ​ 682,639 ​ 407,194 59.7 % ​ 33.97 ​ 1001 17th Street ​ Denver ​ CO ​ 1977/2006 ​ 649,235 ​ 456,542 70.3 % ​ 39.04 ​ 600 17th Street ​ Denver ​ CO ​ 1982 ​ 612,135 ​ 484,934 79.2 % ​ 34.29 ​ Greenwood Plaza ​ Englewood ​ CO ​ 2000 ​ 196,236 ​ 130,006 66.3 % ​ 29.16 ​ West Total ​ ​ ​ ​ ​ ​ ​ 2,140,245 ​ 1,478,676 69.1 % ​ 35.22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned & Consolidated Properties ​ ​ ​ ​ ​ ​ ​ 5,779,542 ​ 3,997,705 ​ 69.2 % $ 30.72 ​ (a) Based on weighted occupied square feet for the year ended December 31, 2023, including month-to-month tenants, divided by the property’s net rentable square footage.
Ft. ​ 2024 (a) ​ Square Feet (b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120 Monument Circle ​ Indianapolis ​ IN ​ 1992 ​ 213,760 ​ 8,721 ​ 4.1 % ​ 34.63 ​ 121 South 8th Street ​ Minneapolis ​ MN ​ 1974 ​ 297,541 ​ 224,733 ​ 75.5 % 25.80 ​ 801 Marquette Ave ​ Minneapolis ​ MN ​ 1923/2017 ​ 129,691 ​ 119,108 ​ 91.8 % ​ 25.90 ​ Plaza Seven ​ Minneapolis ​ MN ​ 1987 ​ 330,096 ​ 187,099 ​ 56.7 % 30.48 ​ Midwest Total ​ ​ ​ ​ ​ ​ ​ 971,088 ​ 539,661 ​ 55.6 % 27.59 ​ Park Ten ​ Houston ​ TX ​ 1999 ​ 157,609 ​ 119,925 ​ 76.1 % 28.95 ​ Addison Circle ​ Addison ​ TX ​ 1999 ​ 289,333 ​ 229,817 ​ 79.4 % 35.06 ​ Eldridge Green ​ Houston ​ TX ​ 1999 ​ 248,399 ​ 248,399 100.0 % ​ 27.43 ​ Park Ten Phase II ​ Houston ​ TX ​ 2006 ​ 156,746 ​ 123,187 78.6 % ​ 29.75 ​ Liberty Plaza ​ Addison ​ TX ​ 1985 ​ 217,841 ​ 163,337 75.0 % ​ 26.51 ​ Legacy Tennyson Center ​ Plano ​ TX ​ 1999/2008 ​ 209,562 ​ 108,574 51.8 % ​ 30.81 ​ Westchase I & II ​ Houston ​ TX ​ 1983/2008 ​ 629,025 ​ 386,850 61.5 % ​ 27.55 ​ South Total ​ ​ ​ ​ ​ ​ ​ 1,908,515 ​ 1,380,089 72.3 % ​ 29.23 ​ 1999 Broadway ​ Denver ​ CO ​ 1986 ​ 682,639 ​ 347,259 50.9 % ​ 35.30 ​ 1001 17th Street ​ Denver ​ CO ​ 1977/2006 ​ 649,400 ​ 462,048 71.2 % ​ 38.56 ​ 600 17th Street ​ Denver ​ CO ​ 1982 ​ 612,135 ​ 475,629 77.7 % ​ 34.82 ​ Greenwood Plaza ​ Englewood ​ CO ​ 2000 ​ 196,236 ​ 128,181 65.3 % ​ 31.25 ​ West Total ​ ​ ​ ​ ​ ​ ​ 2,140,410 ​ 1,413,117 66.0 % ​ 35.84 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned & Consolidated Properties ​ ​ ​ ​ ​ ​ ​ 5,020,013 ​ 3,332,867 ​ 66.4 % $ 31.77 ​ (a) Based on weighted occupied square feet for the year ended December 31, 2024, including month-to-month tenants, divided by the property’s net rentable square footage.
This table does not include information about properties held by our investments in nonconsolidated REITs. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupied ​ Weighted ​ ​ ​ ​ ​ ​ Year Built ​ ​ ​ Weighted ​ Percentage as of ​ Average ​ ​ ​ ​ ​ ​ or ​ Net Rentable ​ Occupied ​ December 31, ​ Rent per Occupied Property Name ​ City ​ State ​ Renovated ​ Square Feet ​ Sq.
GAAP rent includes the impact of tenant concessions and reimbursements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupied ​ Weighted ​ ​ ​ ​ ​ ​ Year Built ​ ​ ​ Weighted ​ Percentage as of ​ Average ​ ​ ​ ​ ​ ​ or ​ Net Rentable ​ Occupied ​ December 31, ​ Rent per Occupied Property Name ​ City ​ State ​ Renovated ​ Square Feet ​ Sq.
Greenville Ave. 3/3/03 300,887 85.5 % 8 ARGO Data Resource Corp. ​ Richardson, TX 75081 ​ ​ ​ ​ ​ ​ ​ ​ EMC Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ID Software, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5600, 5620 & 5640 Cox Road 7/16/03 298,183 90.5 % 5 Commonwealth of Virginia ​ Glen Allen, VA 23060 ​ ​ ​ ​ ​ ​ ​ ​ ​ ChemTreat, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ GE Vernova International LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1293 Eldridge Parkway 1/16/04 248,399 100.0 % 1 CITGO Petroleum Corporation ​ Houston, TX 77077 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6550 & 6560 Greenwood Plaza 2/24/05 196,236 66.3 % 2 Kaiser Foundation Health Plan, Inc. ​ Englewood, CO 80111 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16290 Katy Freeway 9/28/05 156,746 95.0 % 7 Olin Corporation ​ Houston, TX 77094 ​ ​ ​ ​ ​ ​ ​ ​ Hargrove and Associates, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Bluware, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5055 & 5057 Keller Springs Rd. 2/24/06 217,841 80.2 % 22 See Footnote 3 ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 121 South Eighth Street 6/29/10 298,121 80.5 % 35 Schwegman, Lundberg & Woessner ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 801 Marquette Ave.
Percent Approx. ​ ​ Date of ​ Square ​ Leased as ​ Number ​ ​ Property Location ​ Purchase (1) ​ Feet ​ of 12/31/24 ​ of Tenants ​ Major Tenants (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Office ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16285 Park Ten Place 6/27/02 157,609 83.5 % 7 Blade Energy Partners, Ltd. ​ Houston, TX 77084 ​ ​ ​ ​ ​ ​ ​ ​ ​ Baytex Energy USA, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Edge Engineering & Science, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty Lift Solutions, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15601 Dallas Parkway 9/30/02 289,333 79.9 % 13 Cyxtera Management Inc. ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ WDT Acquisition Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aerotek, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CarOffer, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1293 Eldridge Parkway 1/16/04 248,399 100.0 % 1 CITGO Petroleum Corporation ​ Houston, TX 77077 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6550 & 6560 Greenwood Plaza Englewood, CO 80111 2/24/05 196,236 65.0 % 2 Kaiser Foundation Health Plan, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16290 Katy Freeway 9/28/05 156,746 75.5 % 6 Olin Corporation ​ Houston, TX 77094 ​ ​ ​ ​ ​ ​ ​ ​ Bluware, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5055 & 5057 Keller Springs Rd. 2/24/06 217,841 78.4 % 22 See Footnote 3 ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 121 South Eighth Street Minneapolis, MN 55402 6/29/10 297,541 78.5 % 33 Schwegman, Lundberg & Woessner ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 801 Marquette Ave.
(c) Properties were classified as assets held for sale as of December 31, 2023. ​ 20 Table of Contents The information presented below is a lease expiration table for ten years and thereafter, stating (i) the number of tenants whose leases will expire, (ii) the total area in square feet covered by such leases, (iii) the annual rental represented by such leases in dollars and by square feet, and (iv) the percentage of gross annual rental represented by such leases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rentable ​ ​ ​ ​ Annualized ​ Percentage ​ ​ ​ ​ ​ Number of ​ Square ​ ​ ​ ​ Rent ​ of Total ​ ​ ​ Year of ​ Leases ​ Footage ​ Annualized ​ Per Square ​ Annualized ​ ​ ​ Lease ​ Expiring ​ Subject to ​ Rent Under ​ Foot Under ​ Rent Under ​ ​ ​ Expiration ​ Within the ​ Expiring ​ Expiring ​ Expiring ​ Expiring ​ Cumulative ​ December 31, Year (a) Leases Leases (b) Leases Leases Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 47 (c) 518,878 ​ $ 15,816,296 ​ $ 30.48 ​ 12.5 % 12.5 % 2025 ​ 55 ​ 437,374 ​ ​ 14,785,284 ​ ​ 33.80 ​ 11.7 % 24.2 % 2026 ​ 43 ​ 567,886 ​ ​ 20,136,729 ​ ​ 35.46 ​ 15.9 % 40.1 % 2027 ​ 26 ​ 330,757 ​ ​ 10,530,650 ​ ​ 31.84 ​ 8.3 % 48.4 % 2028 ​ 19 ​ 233,589 ​ ​ 7,484,290 ​ ​ 32.04 ​ 5.9 % 54.3 % 2029 ​ 30 ​ 538,125 ​ ​ 15,738,822 ​ ​ 29.25 ​ 12.4 % 66.7 % 2030 ​ 11 ​ 307,108 ​ ​ 9,327,691 ​ ​ 30.37 ​ 7.4 % 74.1 % 2031 ​ 8 ​ 256,836 ​ ​ 9,358,506 ​ ​ 36.44 ​ 7.4 % 81.5 % 2032 ​ 1 ​ 5,901 ​ ​ — ​ ​ — ​ — % 81.5 % 2033 ​ 8 ​ 489,626 ​ ​ 16,080,101 ​ ​ 32.84 ​ 12.7 % 94.2 % 2034 and thereafter ​ 39 ​ 443,514 (d) ​ 7,275,536 ​ ​ 16.40 ​ 5.8 % 100.0 % Leased total ​ 287 ​ 4,129,594 ​ $ 126,533,905 ​ $ 30.64 ​ 100.0 % ​ ​ Vacancies as of 12/31/23 ​ ​ ​ 1,649,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Portfolio Square Footage ​ ​ ​ 5,779,542 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The number of leases approximates the number of tenants.
(b) Represents annualized GAAP rental revenue for the year ended December 31, 2024 per weighted occupied square foot. ​ 21 Table of Contents The information presented below is a lease expiration table for ten years and thereafter, stating (i) the number of tenants whose leases will expire, (ii) the total area in square feet covered by such leases, (iii) the annual rental represented by such leases in dollars and by square feet, and (iv) the percentage of gross annual rental represented by such leases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rentable ​ ​ ​ ​ Annualized ​ Percentage ​ ​ ​ ​ ​ Number of ​ Square ​ ​ ​ ​ Rent ​ of Total ​ ​ ​ Year of ​ Leases ​ Footage ​ Annualized ​ Per Square ​ Annualized ​ ​ ​ Lease ​ Expiring ​ Subject to ​ Rent Under ​ Foot Under ​ Rent Under ​ ​ ​ Expiration ​ Within the ​ Expiring ​ Expiring ​ Expiring ​ Expiring ​ Cumulative ​ December 31, Year (a) Leases Leases (b) Leases Leases Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 41 (c) 321,725 ​ $ 10,682,388 ​ $ 33.20 ​ 10.0 % 10.0 % 2026 ​ 42 ​ 609,509 ​ ​ 21,851,095 ​ ​ 35.85 ​ 20.5 % 30.5 % 2027 ​ 30 ​ 301,642 ​ ​ 10,532,884 ​ ​ 34.92 ​ 9.9 % 40.4 % 2028 ​ 26 ​ 259,540 ​ ​ 8,008,461 ​ ​ 30.86 ​ 7.5 % 47.9 % 2029 ​ 32 ​ 486,384 ​ ​ 15,411,441 ​ ​ 31.69 ​ 14.4 % 62.3 % 2030 ​ 18 ​ 242,551 ​ ​ 7,531,497 ​ ​ 31.05 ​ 7.1 % 69.4 % 2031 ​ 10 ​ 266,031 ​ ​ 10,234,815 ​ ​ 38.47 ​ 9.6 % 79.0 % 2032 ​ 7 ​ 61,352 ​ ​ 36,441 ​ ​ 0.59 ​ 0 % 79.0 % 2033 ​ 8 ​ 390,287 ​ ​ 11,546,827 ​ ​ 29.59 ​ 10.8 % 89.8 % 2034 ​ 5 ​ 51,384 ​ ​ 1,552,826 ​ ​ 30.22 ​ 1.5 % 91.3 % 2035 and thereafter ​ 22 ​ 396,632 (d) ​ 9,330,944 ​ ​ 23.53 ​ 8.7 % 100.0 % Leased total ​ 241 ​ 3,387,037 ​ $ 106,719,619 ​ $ 31.51 ​ 100.0 % ​ ​ Vacancies as of 12/31/24 ​ ​ ​ 1,632,976 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Portfolio Square Footage ​ ​ ​ 5,020,013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The number of leases approximates the number of tenants.
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Percent Approx. ​ ​ Date of ​ Square ​ Leased as ​ Number ​ ​ Property Location ​ Purchase (1) ​ Feet ​ of 12/31/23 ​ of Tenants ​ Major Tenants (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Office ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16285 Park Ten Place 6/27/02 157,609 83.8 % 7 Blade Energy Partners, Ltd. ​ Houston, TX 77084 ​ ​ ​ ​ ​ ​ ​ ​ ​ Baytex Energy USA, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Edge Engineering & Science, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15601 Dallas Parkway 9/30/02 289,333 83.0 % 14 Cyxtera Management Inc. ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ WDT Acquisition Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aerotek, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CarOffer, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1500 & 1600 N.
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Percent Approx. ​ ​ Date of ​ Square ​ Leased as ​ Number ​ ​ Property Location ​ Purchase (1) ​ Feet ​ of 12/31/24 ​ of Tenants ​ Major Tenants (2) 45 South Seventh Street 6/6/16 330,096 52.8 % 16 PwC US Group ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 600 17th Street 12/1/16 612,135 77.1 % 32 EOG Resources, Inc. ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120 Monument Circle ​ 1/1/23 ​ 213,760 ​ 4.1 % 2 ​ See Footnote 3 ​ Indianapolis, IN ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned & Consolidated Portfolio ​ ​ ​ 5,020,013 ​ 67.5 % ​ ​ ​ ​ ​ (1) Date of purchase or merged entity date of purchase.
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(b) Represents annualized GAAP rental revenue for the year ended December 31, 2023 per weighted occupied square foot.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position, cash flows or results of operations. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ ​ 21 Table of Contents PART II ​
Biggest changeAlthough occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position, cash flows or results of operations. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ ​ 22 Table of Contents PART II ​

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. ​ Mine Safety Disclosures 21 ​ ​ ​ ​ PART II ​ ​ 22 Item 5. ​ Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 ​ ​ Stock Performance Graph 22
Biggest changeItem 4. ​ Mine Safety Disclosures 22 ​ ​ ​ ​ PART II ​ ​ 23 Item 5. ​ Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 ​ ​ Stock Performance Graph 23

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis graph assumes the investment of $100.00 on December 31, 2018 and assumes that any distributions are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2018 2019 2020 2021 2022 2023 FSP ​ $ 100 ​ $ 144 ​ $ 79 ​ $ 121 ​ $ 58 ​ $ 56 ​ S&P 500 ​ 100 ​ 131 ​ 156 ​ 200 ​ 164 ​ 207 ​ Russell 2000 ​ ​ 100 ​ ​ 126 ​ ​ 151 ​ ​ 173 ​ ​ 138 ​ ​ 161 ​ NAREIT Office ​ 100 ​ 131 ​ 107 ​ 131 ​ 82 ​ 83 ​ ​ Notes to Graph: The above performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing. 22 Table of Contents ​ Item 6. [Reserved] ​ ​
Biggest changeThis graph assumes the investment of $100.00 on December 31, 2019 and assumes that any distributions are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2019 2020 2021 2022 2023 2024 FSP ​ $ 100 ​ $ 55 ​ $ 84 ​ $ 40 ​ $ 39 ​ $ 28 ​ S&P 500 ​ 100 ​ 118 ​ 152 ​ 125 ​ 158 ​ 197 ​ Russell 2000 ​ ​ 100 ​ ​ 12 ​ ​ 138 ​ ​ 110 ​ ​ 128 ​ ​ 143 ​ NAREIT Office ​ 100 ​ 82 ​ 100 ​ 62 ​ 63 ​ 77 ​ ​ Notes to Graph: The above performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing. ​ 23 Table of Contents Item 6. [Reserved] ​ ​
See Part I, Item 1A Risk Factors, “Our level of dividends may fluctuate.” for additional information. ​ STOCK PERFORMANCE GRAPH ​ In accordance with SEC regulations, the following graph compares the cumulative total stockholder return on the Company’s common stock between December 31, 2018 and December 31, 2023 with the cumulative total return of (1) the FTSE NAREIT Equity Office Index (“NAREIT Office”), (2) the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), and (3) the Russell 2000 Total Return Index (“Russell 2000”) over the same period.
See Part I, Item 1A, Risk Factors, “Our level of dividends may fluctuate.” for additional information. ​ STOCK PERFORMANCE GRAPH ​ In accordance with SEC regulations, the following graph compares the cumulative total stockholder return on the Company’s common stock between December 31, 2019 and December 31, 2024 with the cumulative total return of (1) the FTSE NAREIT Equity Office Index (“NAREIT Office”), (2) the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), and (3) the Russell 2000 Total Return Index (“Russell 2000”) over the same period.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE American under the symbol “FSP”. As of February 1, 2024, there were 12,931 holders of our common stock, including both holders of record and participants in securities position listings.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE American under the symbol “FSP”. As of January 17, 2025, there were 10,497 holders of our common stock, including both holders of record and participants in securities position listings.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Item 6. ​ [Reserved] 23 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 46 Item 8. ​ Financial Statements and Supplementary Data 47
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Item 6. ​ [Reserved] 24 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 44 Item 8. ​ Financial Statements and Supplementary Data 44 Item 9. ​ Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 44 Item 9A. ​ Controls and Procedures 45 Item 9B. ​ Other Information 46 Item 9C. ​ Disclosure Regarding Foreign Jurisdictions that Prevent Inspection s 46 ​ ​ ​ ​ PART III ​ ​ 47 Item 10. ​ Directors, Executive Officers and Corporate Governance 47 Item 11. ​ Executive Compensation 47 Item 12. ​ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 47 Item 13. ​ Certain Relationships and Related Transactions, and Director Independence 47

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIn addition, the decrease was higher in 2022 as a result of interest swap breakage costs in 2021 of $1.9 million related to the repayment of $155 million in term loan debt on June 4, 2021. ​ Loss on extinguishment of debt ​ During the year ended December 31, 2022 and 2021, we repaid debt and incurred a loss on extinguishment of debt of $0.1 million and $0.9 million, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Impairment and loan reserve ​ During the year ended December 31, 2022, we recorded an impairment on a mortgage receivable of $4.2 million. ​ Gain on sale of properties, net ​ During the year ended December 31, 2022, we 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 $24.1 million.
Biggest changeThe increase was primarily due to higher interest expense as a result of higher interest rates under the loan amendments we entered into in February 2024, which are described below and was partially offset by a lower principal amount of debt outstanding compared to the year ended December 31, 2023. ​ Loss on extinguishment of debt ​ During the years ended December 31, 2024 and December 31, 2023, we repaid debt and incurred a loss on extinguishment of debt of approximately $1.1 million and $0.1 million, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Gain on consolidation of Sponsored REIT ​ During the year ended December 31, 2023, we recorded a gain on consolidation of Sponsored REIT as a result of reducing the Monument Circle loan loss reserve, which resulted in a $0.4 million gain. ​ Gain and loss on sale of properties and impairment of assets held for sale ​ During the three months ended March 31, 2023, we sold an office property located in Elk Grove, Illinois on March 10, 2023, for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. ​ During the three months ended September 30, 2023, we sold an office property located in Charlotte, North Carolina known as Forest Park, for a sales price of $9.2 million at a loss of approximately $0.8 million.
Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including the impact of recessionary concerns, inflation, energy prices and interest rates, as well as those resulting from the COVID-19 pandemic, including the impact of work-from-home and return-to-work policies, and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, our inability to extend and/or refinance our debt or effect asset sales sufficient to repay such debt prior to the maturity dates thereof, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, expectations for future property dispositions, expectations for future potential leasing activity, expectations for the potential payment of special dividends, changes in interest rates as a result of economic market conditions, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, uncertainties relating to fiscal policy, changes in government regulations and regulatory uncertainty, geopolitical events, and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, increases in the level of general and administrative costs as a percentage of revenues as revenues decrease as a result of property dispositions, additional staffing, insurance increases and real estate tax valuation reassessments.
Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including the impact of recessionary concerns, inflation, energy prices and interest rates, as well as those resulting from the COVID-19 pandemic, and the impact of work-from-home and return-to-work policies, and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, our inability to extend and/or refinance our debt or effect asset sales sufficient to repay such debt prior to the maturity dates thereof, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, expectations for future potential property dispositions, expectations for future potential leasing activity, expectations for the potential payment of special dividends, changes in interest rates as a result of economic market conditions, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, uncertainties relating to fiscal policy, changes in government regulations and regulatory uncertainty, geopolitical events, and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, increases in the level of general and administrative costs as a percentage of revenues as revenues decrease as a result of property dispositions, additional staffing, insurance increases and real estate tax valuation reassessments.
The COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
Although occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position or results of operations. ​ Loan to Sponsored REIT ​ Sponsored REIT Loan ​ The Sponsored REIT Loan is secured by a mortgage on the underlying property and has a current term of less than one year.
Although occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position or results of operations. ​ Loan to Sponsored REIT ​ The Sponsored REIT Loan is secured by a mortgage on the underlying property and has a current term of less than one year.
Accordingly, the properties sold remained classified within continuing operations for all periods presented. ​ We continue to believe that the current price of our common stock does not accurately reflect the value of our underlying real estate assets, and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space.
Accordingly, the properties sold remained classified within continuing operations for all periods presented. ​ We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets, and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space.
The repurchase authorization may be suspended or discontinued at any time. On February 10, 2023, we disclosed in a Current Report on Form 8-K that our Board of Directors had discontinued the repurchase authorization. ​ Contingencies ​ As of December 31, 2023, the Sponsored REIT Loan had $24 million principal amount outstanding.
The repurchase authorization may be suspended or discontinued at any time. On February 10, 2023, we disclosed in a Current Report on Form 8-K that our Board of Directors had discontinued the repurchase authorization. ​ Contingencies ​ As of December 31, 2024, the Sponsored REIT Loan had $24 million principal amount outstanding.
However, we believe that our position as asset manager of the Sponsored REIT helps mitigate that risk by providing us with unique insight and the ability to rely on qualitative analysis of the Sponsored REIT. ​ Additional information about the Sponsored REIT Loan outstanding as of December 31, 2023 is incorporated herein by reference to Note 3, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in this report. ​ Other Considerations ​ We generally pay the ordinary annual operating expenses of our owned and consolidated properties from the rental revenue generated by the properties.
However, we believe that our position as asset manager of the Sponsored REIT helps mitigate that risk by providing us with unique insight and the ability to rely on qualitative analysis of the Sponsored REIT. ​ Additional information about the Sponsored REIT Loan outstanding as of December 31, 2024 is incorporated herein by reference to Note 3, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in this report. ​ Other Considerations ​ We generally pay the ordinary annual operating expenses of our owned and consolidated properties from the rental revenue generated by the properties.
On October 26, 2023, we completed the sale of an asset held for sale as of September 30, 2023, which was an office building located in Plano, Texas for a sales price of $48.0 million at a gain of approximately $10.6 million.
On October 26, 2023, we completed the sale of an asset held for sale as of September 30, 2023, which was an office building located in Plano, Texas for a gross sales price of $48.0 million at a gain of approximately $10.6 million.
On October 26, 2023, we completed the sale of one of the assets held for sale as of September 30, 2023, an office building located in Plano, Texas for a sales price of $48.0 million at a gain of approximately $10.6 million.
On October 26, 2023, we completed the sale of one of the assets held for sale as of September 30, 2023, an office building located in Plano, Texas for a gross sales price of $48.0 million at a gain of approximately $10.6 million.
If interest rates continue to increase, then the interest costs on our unhedged variable rate debt would be adversely affected, which could in turn adversely affect our cash flow, our ability to pay principal and interest on our debt and our ability to make distributions to stockholders.
If interest rates increase, then the interest costs on our unhedged variable rate debt would be adversely affected, which could in turn adversely affect our cash flow, our ability to pay principal and interest on our debt and our ability to make distributions to stockholders.
On December 6, 2023, we sold another of the assets held for sale, an office property located in Miami, Florida for a sales price of $68.0 million at a loss of approximately $18.9 million.
On December 6, 2023, we sold another of the assets held for sale, an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million.
On February 8, 2023, we terminated all remaining interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we received an aggregate of approximately $4.3 million as a result of such terminations. ​ 38 Table of Contents 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 our equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of our common stock, going concern qualifications to our financial statements, and transactions with affiliates.
On February 8, 2023, we terminated all remaining interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we received an aggregate of approximately $4.3 million as a result of such terminations. ​ 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 our equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of our common stock, going concern qualifications to our financial statements, and transactions with affiliates.
The BofA Second Amendment amended the Credit Agreement dated January 10, 2022, which we refer to as the Original BofA Credit Agreement, as amended by the First Amendment to Credit Agreement dated February 10, 2023, which we refer to as the BofA First Amendment, to, among other things: (1) extend the maturity date from October 1, 2024 to April 1, 2026; (2) convert borrowings from being either revolving loans or letters of credit to a term loan; (3) change the interest rate from 300 basis points over SOFR to 300 basis points over SOFR with a floor on SOFR of 500 basis points; (4) provide that, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR will permanently increase by 100 basis points from 300 basis points to 400 basis points; (5) require mandatory prepayments of the BMO Term Loan, the BofA Term Loan and the Senior Notes with net cash proceeds from the disposition of property, assets and equity issuances as follows: ((a) 25.55556% to the BMO Term Loan; (b) 20.00000% to the BofA Term Loan; (c) 44.44444% to the Senior Notes; and (d) the remaining 10% to be retained by us; (6) require that, within 90 days of the February 21, 2024 effective date of the BofA Second Amendment, certain of our subsidiaries guarantee the BofA Term Loan; (7) require that, within 90 days of the February 21, 2024 effective date of the BofA Second Amendment, we pledge our equity interests in certain of our subsidiaries as collateral for the BofA Term Loan; (8) reduce our minimum fixed charge coverage ratio from 1.50x to 1.25x; and (9) reduce our minimum unsecured interest coverage ratio from 1.75x to 1.25x.
The BofA Second Amendment amended the Credit Agreement dated January 10, 2022, which we refer to as the Original BofA Credit Agreement, as amended by the First Amendment to Credit Agreement dated February 10, 2023, which we refer to as the BofA First Amendment, to, among other things: (1) extend the maturity date from October 1, 2024 to April 1, 2026; (2) convert borrowings from being either revolving loans or letters of credit to a term loan; (3) change the interest rate from 300 basis points over SOFR to 300 basis points over SOFR with a floor on SOFR of 500 basis points; (4) provide that, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate; (5) require mandatory prepayments of the BMO Term Loan, the BofA Term Loan and the Senior Notes with net cash proceeds from the disposition of property, assets and equity issuances as follows: (a) 25.55556% to the BMO Term Loan; (b) 20.00000% to the BofA Term Loan; (c) 44.44444% to the Senior Notes; and (d) the remaining 10% to be retained by us; (6) require that, within 90 days of the February 21, 2024 effective date of the BofA Second Amendment, certain of our subsidiaries guarantee the BofA Term Loan; (7) require that, within 90 days of the February 21, 2024 effective date of the BofA Second Amendment, we pledge our equity interests in certain of our subsidiaries as 39 Table of Contents collateral for the BofA Term Loan; (8) reduce our minimum fixed charge coverage ratio from 1.50x to 1.25x; and (9) reduce our minimum unsecured interest coverage ratio from 1.75x to 1.25x.
The increase was primarily due to higher interest expense as a result of higher interest rates under the loan amendments we entered into on February 10, 2023 described below and was partially offset by a lower principal amount of debt outstanding compared to the year ended December 31, 2022. ​ Loss on extinguishment of debt ​ During the year ended December 31, 2023 and December 31, 2022, we repaid debt and incurred a loss on extinguishment of debt of approximately $0.1 million and $0.1 million, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Gain on consolidation of Sponsored REIT ​ During the year ended December 31, 2023, we recorded a gain on consolidation of Sponsored REIT as a result of reducing the Monument Circle loan loss reserve, which resulted in a $0.4 million gain. ​ Impairment and loan reserve ​ During the year ended December 31, 2022, we recorded an impairment on a mortgage receivable of $4.2 million. ​ Gain and loss on sale of properties and impairment ​ During the three months ended March 31, 2023, we sold an 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. ​ During the three months ended September 30, 2023, we sold an office property located in Charlotte, North Carolina known as Forest Park, for a sales price of $9.2 million at a loss of approximately $0.8 million.
The increase was primarily due to higher interest expense as a result of higher interest rates under the loan amendments we entered into on February 10, 2023 described below and was partially offset by a lower principal amount of debt outstanding compared to the year ended December 31, 2022. ​ Loss on extinguishment of debt ​ During the year ended December 31, 2023 and December 31, 2022, we repaid debt and incurred a loss on extinguishment of debt of approximately $0.1 million and $0.1 million, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Gain on consolidation of Sponsored REIT ​ During the year ended December 31, 2023, we recorded a gain on consolidation of Sponsored REIT as a result of reducing the Monument Circle loan loss reserve, which resulted in a $0.4 million gain. ​ Impairment and loan reserve ​ During the year ended December 31, 2022, we recorded an impairment on a mortgage receivable of $4.2 million. ​ 33 Table of Contents Gain and loss on sale of properties and impairment ​ During the three months ended March 31, 2023, we sold an office property located in Elk Grove, Illinois on March 10, 2023, for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. ​ During the three months ended September 30, 2023, we sold an office property located in Charlotte, North Carolina known as Forest Park, for a sales price of $9.2 million at a loss of approximately $0.8 million.
Our leased space in our owned and consolidated properties was 71.5% at December 31, 2023 and for our owned properties was 75.6% at December 31, 2022. ● A decrease in interest income from loans of approximately $1.8 million due to the consolidation of Monument Circle in our financial results as of January 1, 2023. 29 Table of Contents ● These decreases were partially offset by an increase in other income of $0.2 million from a deposit that was forfeited by a potential buyer for a property in Atlanta, Georgia that we had under agreement when the transaction was terminated. ​ Expenses ​ Total expenses decreased by $16.9 million to $171.0 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
Our leased space in our owned and consolidated properties was 71.5% at December 31, 2023 and for our owned properties was 75.6% at December 31, 2022. ● A decrease in interest income from loans of approximately $1.8 million due to the consolidation of Monument Circle in our financial results as of January 1, 2023. ● These decreases were partially offset by an increase in other income of $0.2 million from a deposit that was forfeited by a potential buyer for a property in Atlanta, Georgia that we had under agreement when the transaction was terminated. ​ Expenses ​ Total expenses decreased by $16.9 million to $171.0 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
We may look to acquire and/or develop quality properties in good locations in order to lessen the impact of downturns in the market and to take advantage of upturns when they occur. ​ We continue to believe that the current price of our common stock does not accurately reflect the value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties 23 Table of Contents where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space.
We may look to acquire and/or develop quality properties in good locations in order to lessen the impact of downturns in the market and to take advantage of upturns when they occur. ​ We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease 24 Table of Contents vacant space.
In addition, the BofA Credit Agreement also restricts our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restriction, we are permitted to make dividend 40 Table of Contents distributions based on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our 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 we would otherwise be subject.
In addition, the BofA Credit Agreement also restricts our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restriction, we are permitted to make dividend distributions based on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our 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 we would otherwise be subject.
In addition, the Note Purchase Agreement also restricts our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restriction, we are permitted to make dividend distributions based on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our 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 we would otherwise be subject.
In addition, the Note Purchase Agreement also restricts our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restriction, we are permitted to make dividend distributions based on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our status as a real estate investment trust, to meet the distribution requirements of Section 857 of the 41 Table of Contents Internal Revenue Code or to eliminate any income or excise taxes to which we would otherwise be subject.
We were in compliance with the BofA Term Loan financial covenants as of December 31, 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 (as defined in the BofA Credit Agreement).
We were in compliance with the BofA Term Loan financial covenants as of December 31, 2024. ​ 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 (as defined in the BofA Credit Agreement).
We were in compliance with the BMO Term Loan financial covenants as of December 31, 2023. ​ 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 (as defined in the BMO Credit Agreement).
We were in compliance with the BMO Term Loan financial covenants as of December 31, 2024. ​ 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 (as defined in the BMO Credit Agreement).
During the three months ended September 30, 2023, we entered into an agreement to sell a 30 Table of Contents property in Atlanta, Georgia for a gross sales price of approximately $40.0 million, at an expected loss of $20.5 million that was recorded as an impairment loss.
During the three months ended September 30, 2023, we entered into an agreement to sell a property in Atlanta, Georgia for a gross sales price of approximately $40.0 million, at an expected loss of $20.5 million that was recorded as an impairment loss.
We anticipate that the Sponsored REIT Loan will be repaid through cash flow from property operations or sale of the underlying property, although the actual amount and timing of any repayment is uncertain and will likely depend on prevailing market conditions at the time of any such sale. ​ 43 Table of Contents We may be subject to various legal proceedings and claims that arise in the ordinary course of our business.
We anticipate that the Sponsored REIT Loan will be repaid through cash flow from property operations or sale of the underlying property, although the actual amount and timing of any repayment is uncertain and will likely depend on prevailing market conditions at the time of any such sale. ​ We may be subject to various legal proceedings and claims that arise in the ordinary course of our business.
As of the date of this report, the impact of current economic conditions and geopolitical events and the long-term impact of the COVID-19 pandemic are adversely affecting the demand for office space in the United States. ​ Real Estate Operations ​ As of December 31, 2023, our real estate portfolio was comprised of 17 owned properties, which we refer to as our owned properties, and 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, which we refer to as the Sponsored REIT.
As of the date of this report, the impact of current economic conditions and geopolitical events and the long-term impact of the COVID-19 pandemic are adversely affecting the demand for office space in the United States. ​ Real Estate Operations ​ As of December 31, 2024, our real estate portfolio was comprised of 14 owned properties, which we refer to as our owned properties, and 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, which we refer to as the Sponsored REIT.
Significant estimates in the consolidated financial statements include purchase price allocations, impairment considerations and the valuation of derivatives. ​ Critical accounting policies are those that have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates.
Significant estimates in the consolidated financial statements include purchase price allocations and impairment considerations. ​ Critical accounting policies are those that have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates.
While leasing activity at our properties has continued, we believe that the impact of geopolitical events, current economic conditions and the long-term impact of the COVID-19 pandemic may limit or delay new tenant leasing during at least the the first quarter of 2024 and potentially in future periods. ​ While we cannot generally predict when an existing vacancy in our owned properties will be leased or if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at then-current market rates for locations in which the buildings are located, which could be above or below the expiring rates.
While leasing activity at our properties has continued, we believe that the impact of geopolitical events, current economic conditions and the long-term impact of the COVID-19 pandemic may limit or delay new tenant leasing during at least the first quarter of 2025 and potentially in future periods. 26 Table of Contents While we cannot generally predict when an existing vacancy in our owned properties will be leased or if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at then-current market rates for locations in which the buildings are located, which could be above or below the expiring rates.
The real estate operations market involves real estate rental operations, leasing, secured financing of real estate and services provided for asset management, property management, property acquisitions, dispositions and development. Our current strategy is to invest in infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.
The real estate operations market involves real estate rental operations, leasing, secured financing of real estate and services provided for asset management, property management, property acquisitions, dispositions and development. Our current strategy is to focus on infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.
Under some circumstances we may rely upon studies commissioned from independent real estate appraisal firms in determining the purchase price allocations. ​ Purchase price allocated to land and building and improvements is based on management’s determination of the relative fair values of these assets assuming the property was vacant.
Under some circumstances we may rely upon studies commissioned from independent real estate appraisal firms in determining the purchase price allocations. ​ 28 Table of Contents Purchase price allocated to land and building and improvements is based on management’s determination of the relative fair values of these assets assuming the property was vacant.
On February 10, 2023, we borrowed $40.0 million under the BofA Revolver to repay a portion of the BMO Term Loan. Effective October 1, 2023, availability under the BofA Revolver was reduced to $125 million. 39 Table of Contents As of December 31, 2023, there were borrowings of $90 million drawn and outstanding under the BofA Revolver.
On February 10, 2023, we borrowed $40.0 million under the BofA Revolver to repay a portion of the BMO Term Loan. Effective October 1, 2023, availability under the BofA Revolver was reduced to $125 million. As of December 31, 2023, there were borrowings of $90 million drawn and outstanding under the BofA Revolver.
Also, we believe the potential exists for any of our tenants to default 25 Table of Contents on its lease or to seek the protection of bankruptcy. If any of our tenants defaults on its lease, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment.
Also, we believe the potential exists for any of our tenants to default on its lease or to seek the protection of bankruptcy. If any of our tenants defaults on its lease, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment.
We exclude the NOI from any Sponsored REIT that is consolidated from the calculation of NOI. The information presented includes footnotes and the data is shown by region with properties owned in the 34 Table of Contents periods presented, which we call Same Store. The comparative Same Store results include properties held for the periods presented and exclude acquired properties.
We exclude the NOI from any Sponsored REIT that is consolidated from the calculation of NOI. The information presented includes footnotes and the data is shown by region with properties owned in the periods presented, which we call Same Store. The comparative Same Store results include properties held for the periods presented and exclude acquired properties.
The property sold on August 9, 2023 for a sales price of $9.2 million, at a loss of $0.8 million, which had been our expected loss.
The property was sold on August 9, 2023, for a gross sales price of $9.2 million, at a loss of $0.8 million, which had been our expected loss.
In the event of a default by us, the administrative agent may, and at the request of the requisite number of lenders shall, declare all obligations under the BofA Credit Agreement immediately due and payable and enforce any and all rights of the lenders or BofA under the BofA Credit Agreement and related documents.
In the event of a default by us, the administrative agent may, and at the request of the requisite number of lenders shall, declare all obligations under the BofA Credit Agreement immediately due and payable and enforce any and all rights of the lenders 40 Table of Contents or BofA under the BofA Credit Agreement and related documents.
We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees. NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently.
We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy 35 Table of Contents settlements and lease termination fees. NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently.
As of December 31, 2023, approximately 50.6% of our total debt constituted unhedged variable rate debt. Increasing interest rates could also decrease the amount third parties are willing to pay for our assets and limit our ability to incur new debt or refinance existing debt when it matures.
As of December 31, 2024, approximately 50.6% of our total debt constituted unhedged variable rate debt. Increased interest rates could also decrease the amount third parties are willing to pay for our assets and limit our ability to incur new debt or refinance existing debt when it matures.
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 December 31, 2023 was approximately 8.11% per annum. ​ Although the interest rate on the BMO Term Loan is currently variable under the BMO Credit Agreement, we previously fixed the base LIBOR interest rate by entering into interest rate swap transactions.
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 December 31, 2023 was approximately 8.11% per annum. ​ 38 Table of Contents Although the interest rate on the BMO Term Loan is currently variable under the BMO Credit Agreement, we previously fixed the base LIBOR interest rate that previously applied to the BMO Term Loan by entering into interest rate swap transactions.
We also sold an office property in Evanston, Illinois on December 28, 2022 for a sales price of approximately $27.8 million, at a gain of $3.9 million.
We also sold an office property in Evanston, Illinois on December 28, 2022, for a gross sales price of approximately $27.8 million, at a gain of $3.4 million.
For certain events of default related to bankruptcy, insolvency, and receivership, the commitments of lenders will be automatically terminated and all of our outstanding obligations will become immediately due and payable. ​ BofA Term Loan ​ As of February 21, 2024, we have a term loan borrowing in the amount of approximately $67.3 million, which we refer to as 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.
For certain events of default related to bankruptcy, insolvency, and receivership, the commitments of lenders will be automatically terminated and all of our outstanding obligations will become immediately due and payable. ​ BofA Term Loan ​ As of December 31, 2024, we have a term loan borrowing in the amount of approximately $55.6 million, which we refer to as 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.
As we continue to execute this strategy, our revenue, Funds From Operations, and capital expenditures may decrease in the short term. Proceeds from dispositions are intended to be used primarily for the repayment of debt. ​ For the year ended December 31, 2023, our disposition strategy resulted in aggregate gross sale proceeds of $154.5 million.
As we continue to execute this strategy, our revenue, Funds From Operations, and capital expenditures may decrease in the short term. Proceeds from dispositions are intended to be used primarily for the repayment of debt. ​ For the year ended December 31, 2024, our disposition strategy resulted in aggregate gross sale proceeds of $100.0 million.
Prior to February 21, 2024, we referred to the BofA Term Loan as the BofA Revolver. On February 21, 2024, we entered into a Second Amendment to Credit Agreement with the lending institutions party thereto, which we refer to as the BofA Second Amendment.
Prior to February 21, 2024, we referred to the BofA Term Loan as the BofA Revolver. On February 21, 2024, we amended the BofA Term Loan by entering into a Second Amendment to Credit Agreement with the lending institutions party thereto, which we refer to as the BofA Second Amendment.
In addition, effective February 21, 2024 upon entering into the BMO Second Amendment, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR or the base rate, as applicable, will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR , and from 200 basis points to 300 basis points in the case of the base rate .
In addition, effective February 21, 2024 upon entering into the BMO Second Amendment, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR or the base rate, as applicable, will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate. ​ As of December 31, 2024, the interest rate on the BMO Term Loan was 8.00% per annum.
On December 6, 2023, we sold this property for gross sales proceeds of approximately $68.0 million. ​ As of December 31, 2023, leases for approximately 9.0% and 7.6% of the square footage in our owned portfolio are scheduled to expire during 2024 and 2025, respectively.
On December 6, 2023, we sold this property for gross sales proceeds of approximately $68.0 million. ​ As of December 31, 2024, leases for approximately 6.4% and 12.1% of the square footage in our owned portfolio are scheduled to expire during 2025 and 2026, respectively.
For the three and twelve months ended December 31, 2023 and 2022, respectively, the rental income exceeded the expenses for each individual property, with the exception of Monument Circle for the three and twelve months ended December 31, 2023 and Pershing Park for the three and twelve months ended December 31, 2022. ​ Monument Circle has approximately 214,000 square feet of rentable space comprised of both office and street level retail space.
For the three and twelve months ended December 31, 2024 and 2023, respectively, the rental income exceeded the expenses for each individual property, with the exception of Monument Circle for the three and twelve months ended December 31, 2024. ​ 42 Table of Contents Monument Circle has approximately 214,000 square feet of rentable space comprised of both office and street level retail space.
We refer to the Original BMO Credit Agreement, as amended by the BMO First Amendment and the BMO Second Amendment, as the BMO Credit Agreement. ​ The BMO Credit Agreement initially provided for an unsecured term loan borrowing in the amount of $220 million, of which approximately $86.0 million remains outstanding.
We refer to the Original BMO Credit Agreement, as amended by the BMO First Amendment and the BMO Second Amendment, as the BMO Credit Agreement. ​ The BMO Credit Agreement initially provided for an unsecured term loan borrowing in the amount of $220 million.
Additional information about the Sponsored REIT Loan as of December 31, 2023 is incorporated herein by reference to Note 3, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in this report. ​
Additional information about the Sponsored REIT Loan as of December 31, 2024 is incorporated herein by reference to Note 2, “Significant Accounting Policies - Variable Interest Entities (VIEs)” and Note 3, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in this report. ​
The Sponsored REIT, which we also refer to as Monument Circle, was consolidated effective January 1, 2023. We refer to these 18 properties as our owned and consolidated properties. Our owned properties were approximately 74.0% leased as of December 31, 2023, a decrease from 75.6% leased as of December 31, 2022.
The Sponsored REIT, which we also refer to as Monument Circle, was consolidated effective January 1, 2023. We refer to these 15 properties as our owned and consolidated properties. Our owned properties were approximately 70.3% leased as of December 31, 2024, a decrease from 74.0% leased as of December 31, 2023.
We have included the NAREIT FFO definition as of May 17, 2016 in the table and note that other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do. ​ We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income and cash flows from operating, investing and financing activities in the consolidated financial statements. ​ The calculations of FFO are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year December 31, (in thousands): ​ 2023 2022 2021 Net income (loss) ​ ​ $ (48,110) ​ $ 1,094 ​ $ 92,717 ​ Gain on consolidation of Sponsored REIT ​ ​ ​ (394) ​ ​ — ​ ​ — ​ Impairment and loan loss reserve ​ ​ ​ — ​ ​ 4,237 ​ ​ — ​ (Gain) loss on sale of properties and impairment of assets held for sale, net ​ ​ 23,384 (27,939) ​ (113,134) ​ Equity in income of non-consolidated REITs ​ ​ — ​ — ​ (421) ​ FFO from non-consolidated REITs ​ ​ — ​ — ​ 421 ​ Depreciation and amortization ​ ​ 54,694 ​ 63,689 ​ 78,509 ​ NAREIT FFO ​ ​ 29,574 ​ 41,081 ​ 58,092 ​ Lease Acquisition costs ​ ​ 390 ​ 262 ​ 387 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Funds From Operations ​ ​ $ 29,964 ​ $ 41,343 ​ $ 58,479 ​ ​ Net Operating Income (NOI) ​ The Company provides property performance based on Net Operating Income, which we refer to as NOI.
We have included the NAREIT FFO definition as of May 17, 2016 in the table and note that other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do. ​ We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income and cash flows from operating, investing and financing activities in the consolidated financial statements. ​ The calculations of FFO are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, (in thousands): 2024 2023 2022 Net income (loss) ​ $ (52,723) ​ $ (48,110) ​ $ 1,094 ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ (394) ​ ​ 4,237 ​ (Gain) loss on sale of properties and impairment of assets held for sale, net ​ 20,826 23,384 ​ (27,939) ​ Depreciation and amortization ​ 44,757 ​ 54,694 ​ 63,689 ​ NAREIT FFO ​ 12,860 ​ 29,574 ​ 41,081 ​ Lease Acquisition costs ​ 426 ​ 390 ​ 262 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Funds From Operations ​ $ 13,286 ​ $ 29,964 ​ $ 41,343 ​ ​ Net Operating Income (NOI) ​ The Company provides property performance based on Net Operating Income, which we refer to as NOI.
During the year ended December 31, 2023, we leased approximately 706,000 square feet of office space in our owned properties, of which approximately 478,000 square feet were with existing tenants, at a weighted average term of 6.8 years.
During the year ended December 31, 2024, we leased approximately 616,000 square feet of office space in our owned properties, of which approximately 445,000 square feet were with existing tenants, at a weighted average term of 6.3 years.
The Senior Notes consist of (i) Series A Senior Notes due April 1, 2026 in an aggregate principal amount of approximately $86.8 million, which we refer to as the Series A Notes, and (ii) Series B Senior Notes due April 1, 2026 in the aggregate principal amount of approximately $62.8 million, which we refer to as the Series B Notes.
The Senior Notes consist of (i) Series A Senior Notes due April 1, 2026 in an aggregate principal amount of approximately $71.7 million, which we refer to as the Series A Notes, and (ii) Series B Senior Notes due April 1, 2026 in the aggregate principal amount of approximately $51.9 million, which we refer to as the Series B Notes.
Effective February 21, 2024 upon entering into the BMO Second Amendment, interest on the BMO Term Loan was amended to be 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%.
The tranche B term loan matures on April 1, 2026. ​ 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%.
“Risk Factors”. ​ Economic Conditions ​ Although recent indicators suggest that economic activity has expanded at a modest pace, the global economy continues to experience significant disruptions as a result of various factors, including geopolitical events such as the ongoing wars between Russia and Ukraine and between Israel and Hamas, a U.S. designated Foreign Terrorist Organization, in the Gaza Strip and ongoing conflicts in various other parts of the Middle East, increasing tensions with China, the long-term impact of the COVID-19 pandemic and continuing supply chain difficulties.
“Risk Factors”. ​ Economic Conditions ​ Although recent indicators suggest that economic activity has expanded at a modest pace, the global economy continues to experience significant disruptions as a result of various factors, including geopolitical events such as the wars conflicts in Ukraine and the Middle East, increasing tensions with China and Iran, the long-term impact of the COVID-19 pandemic and continuing supply chain difficulties.
Competition, economic conditions and other factors may cause occupancy 27 Table of Contents declines in the future.
Competition, economic conditions and other factors may cause occupancy declines in the future.
To the extent we enter into fair value hedges in the future, the results of such variability could be a significant increase or decrease in our derivative assets, derivative liabilities, book equity, and/or earnings. ​ Results of Operations ​ The following table shows financial results for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ (in thousands) 2023 2022 Change Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental ​ $ 145,446 ​ $ 163,739 ​ $ (18,293) ​ Related party revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Management fees and interest income from loans ​ — ​ 1,855 ​ (1,855) ​ Other ​ 261 ​ 21 ​ 240 ​ Total revenues ​ 145,707 ​ 165,615 ​ (19,908) ​ Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate operating expenses ​ 50,732 ​ 52,820 ​ (2,088) ​ Real estate taxes and insurance ​ 27,200 ​ 34,620 ​ (7,420) ​ Depreciation and amortization ​ 54,738 ​ 63,808 ​ (9,070) ​ General and administrative ​ 14,021 ​ 13,885 ​ 136 ​ Interest ​ 24,318 ​ 22,808 ​ 1,510 ​ Total expenses ​ 171,009 ​ 187,941 ​ (16,932) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ (106) ​ ​ (78) ​ ​ (28) ​ Gain on consolidation of Sponsored REIT ​ ​ 394 ​ ​ — ​ ​ 394 ​ Impairment and loan loss reserve ​ ​ — ​ ​ (4,237) ​ ​ 4,237 ​ Gain (loss) on sale of properties and impairment of assets held for sale, net ​ (23,384) ​ 27,939 ​ (51,323) ​ Interest income ​ 567 ​ — ​ 567 ​ Income (loss) before taxes ​ (47,831) ​ 1,298 ​ (49,129) ​ Tax expense ​ 279 ​ 204 ​ 75 ​ Net income (loss) ​ $ (48,110) ​ $ 1,094 ​ $ (49,204) ​ ​ Comparison of the year ended December 31, 2023 to the year ended December 31, 2022 ​ Revenues ​ Total revenues decreased by $19.9 million to $145.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
During 2024, we used a portion of the disposition proceeds to reduce debt and earned $2.1 million in interest income from proceeds that remained invested. ​ Tax expense on income ​ Included in income taxes is the Revised Texas Franchise Tax, which is a tax on revenues from Texas properties, which was $0.2 million during the year ended December 31, 2024, compared to $0.3 million during the year ended December 31, 2023. ​ Net income and loss ​ Net loss for year ended December 31, 2024, was $52.7 million compared to $48.1 million for the year ended December 31, 2023, for the reasons described above. ​ The following table shows financial results for the years ended December 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ (in thousands) 2023 2022 Change Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental ​ $ 145,446 ​ $ 163,739 ​ $ (18,293) ​ Related party revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Management fees and interest income from loans ​ — ​ 1,855 ​ (1,855) ​ Other ​ 261 ​ 21 ​ 240 ​ Total revenues ​ 145,707 ​ 165,615 ​ (19,908) ​ Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate operating expenses ​ 50,732 ​ 52,820 ​ (2,088) ​ Real estate taxes and insurance ​ 27,200 ​ 34,620 ​ (7,420) ​ Depreciation and amortization ​ 54,738 ​ 63,808 ​ (9,070) ​ General and administrative ​ 14,021 ​ 13,885 ​ 136 ​ Interest ​ 24,318 ​ 22,808 ​ 1,510 ​ Total expenses ​ 171,009 ​ 187,941 ​ (16,932) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ (106) ​ ​ (78) ​ ​ (28) ​ Gain on consolidation of Sponsored REIT ​ ​ 394 ​ ​ — ​ ​ 394 ​ Impairment and loan loss reserve ​ ​ — ​ ​ (4,237) ​ ​ 4,237 ​ Gain (loss) on sale of properties and impairments of assets held for sale, net ​ (23,384) ​ 27,939 ​ (51,323) ​ Interest income ​ 567 ​ — ​ 567 ​ Income (loss) before taxes ​ (47,831) ​ 1,298 ​ (49,129) ​ Tax expense ​ 279 ​ 204 ​ 75 ​ Net income (loss) ​ $ (48,110) ​ $ 1,094 ​ $ (49,204) ​ ​ 32 Table of Contents Comparison of the year ended December 31, 2023 to the year ended December 31, 2022 ​ Revenues ​ Total revenues decreased by $19.9 million to $145.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.
In the case of an event of default, the purchasers may, among other remedies, accelerate the payment of all obligations. ​ Equity Offering ​ From time to time, we may issue debt securities, common stock, preferred stock or depository shares under a registration statement to fund the acquisition of additional properties, to pay down any existing debt financing and for other corporate purposes. ​ Stock Repurchases ​ On June 23, 2021, we announced that our Board of Directors had authorized the repurchase of up to $50 million of the Company’s common stock from time to time in the open market, privately negotiated transactions or other manners as permitted by federal securities laws.
We were in compliance with the Note Purchase Agreement financial covenants as of December 31, 2024. ​ Equity Offering ​ From time to time, we may issue debt securities, common stock, preferred stock or depository shares under a registration statement to fund the acquisition of additional properties, to pay down any existing debt financing and for other corporate purposes. ​ Stock Repurchases ​ On June 23, 2021, we announced that our Board of Directors had authorized the repurchase of up to $50 million of the Company’s common stock from time to time in the open market, privately negotiated transactions or other manners as permitted by federal securities laws.
On February 21, 2024, we entered into a Second Amendment to Second Amended and Restated Credit Agreement with the lending institutions party thereto, which we refer to as the BMO Second Amendment.
On February 21, 2024, we 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, which we refer to as the BMO Second Amendment.
Average GAAP base rents under such leases were $29.71 per square foot, or 7.4% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2022. ​ Our owned and consolidated properties were approximately 71.5% leased as of December 31, 2023, compared to our owned properties at 75.6% leased as of December 31, 2022.
Average GAAP base rents under such leases were $30.06 per square foot, or 8.2% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2023. ​ Our owned and consolidated properties were approximately 67.5% leased as of December 31, 2024, compared to 71.5% leased as of December 31, 2023.
During the three months ended December 31, 2023, we executed a purchase and sale agreement to sell a property located in Richardson, Texas for $35 million at an expected loss of approximately $2.1 million, which was recorded as an impairment as of December 31, 2023.
During the three months ended September 30, 2023, we entered into a purchase and sales agreement, which was subsequently amended, to sell a property located in Richardson, Texas for a gross sales price of $35 million, at an expected loss of $2.1 million that was recorded as an impairment loss during the three months ended December 31, 2023.
These policies affect our: ​ ● allocation of purchase price; ● allowance for loan losses on mortgage loans; ● assessment of the carrying values and impairments of long lived assets; ● valuation of derivatives; and ● ownership of stock in a Sponsored REIT and related interests. ​ These policies involve significant judgments made based upon our experience, including judgments about current valuations, ultimate realizable value, current and future economic conditions and competitive factors in the markets in which our properties are located.
These policies affect our: ​ ● allocation of purchase price; and ● assessment of the carrying values and impairments of long lived assets; ​ These policies involve significant judgments made based upon our experience, including judgments about current valuations, ultimate realizable value, current and future economic conditions and competitive factors in the markets in which our properties are located.
The affirmative vote of the holders of a majority of the sponsored REIT’s preferred stockholders was required for any actions involving merger, sale of property, amendment to charter or issuance of additional capital stock.
Our common stock percentage interest in the sponsored REIT is less than 1%. The affirmative vote of the holders of a majority of the Sponsored REIT’s preferred stockholders is required for any actions involving merger, sale of property, amendment to charter or issuance of additional capital stock.
The one remaining asset held for sale was expected to sell for a sales price of $40.0 million at a loss of approximately $20.5 million, which was recorded as an impairment as of September 30, 2023, however on November 15, 2023, we received notice from the buyer indicating that the buyer was terminating the transaction and directing the deposit and interest be disbursed to us.
The one remaining asset held for sale 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 as of September 30, 2023; 27 Table of Contents however, on November 15, 2023, we received notice from the buyer indicating that the buyer was terminating the transaction and directing the deposit and interest be disbursed to us. ​ During 2022, we 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.
In addition, on February 21, 2024, as part of the NPA First Amendment, we repaid an approximately $21.2 million portion of the Series B Notes so that approximately $62.8 million of the Series B Notes remains outstanding. ​ 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 our equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of our common stock, going concern qualifications to our financial statements, transactions with affiliates, certain restrictions on severance, retention and similar arrangements applicable to our executive officers, and real estate investment trust compliance requirements.
As of December 31, 2023, the interest rate on the Series A Notes was 4.49% per annum and the interest rate on the Series B Notes was 4.76% per annum. ​ 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 our equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of our common stock, going concern qualifications to our financial statements, transactions with affiliates, certain restrictions on severance, retention and similar arrangements applicable to our executive officers, and real estate investment trust compliance requirements.
On June 4, 2021, we repaid the tranche A term loan that was scheduled to mature on November 30, 2021, and incurred a loss on extinguishment of debt of $0.1 million related to unamortized deferred financing costs . On February 10, 2023, we repaid a $40 million portion of the tranche B term loan, so that $125 million remained outstanding.
The BMO Term Loan initially consisted of a $55 million tranche A term loan and a $165 million tranche B term loan. On June 4, 2021, we repaid the tranche A term loan that was scheduled to mature on November 30, 2021, and incurred a loss on extinguishment of debt of $0.1 million related to unamortized deferred financing costs.
Our ability to maintain or increase our level of dividends to stockholders, however, depends in significant part upon the level of rental income from our real properties, property dispositions and our interest costs. ​ Operating Activities ​ Cash provided by our operating activities for the year ended December 31, 2023 of $17.9 million is primarily attributable to a net loss of $48.1 million excluding net losses on sale of properties of $23.3 million less the gain on consolidation of Sponsored REIT of $0.4 million, plus the add-back of $54.4 million of non-cash expenses, less $7.6 million increase in payments of deferred leasing commissions, a $2.7 million increase in accounts payable and accrued expenses, a $2.0 million increase in lease acquisition costs plus a $0.5 million increase in tenant security deposits and a $0.4 million decrease in prepaid expenses and other assets. ​ Investing Activities ​ Cash provided by investing activities for the year ended December 31, 2023 of $113.6 million is primarily attributable to proceeds from the sale of four properties of $142.2 million and an increase of investment in a mortgage receivable of $3.0 million from cash recorded in consolidation of Monument Circle, which was partially offset by capital expenditures and office equipment investments of approximately $31.6 million. ​ Financing Activities ​ Cash used in financing activities for the year ended December 31, 2023 of $10.2 million is primarily attributable to repayment of the Former BofA Term Loan (defined below) in the amount of $50.0 million, distributions paid to stockholders in the amount of $4.1 million, and payment of deferred financing costs of $2.3 million, which was partially offset by net borrowings under the BofA Revolver (defined below) of $42.0 million and the proceeds from the termination of interest rate swap of $4.2 million. ​ Liquidity beyond the next 12 months ​ Our ability to generate cash adequate to meet our needs is dependent primarily on income from real estate investments, the sale of real estate investments, leveraging of real estate investments, availability of bank borrowings, proceeds from public offerings of stock, private placement of debt and access to the capital markets.
Our ability to maintain or increase our level of dividends to stockholders, however, depends in significant part upon the level of rental income from our real properties, property dispositions and our interest costs. ​ Operating Activities ​ Cash provided by our operating activities for the year ended December 31, 2024 of $9.0 million was primarily attributable to a net loss of $52.7 million excluding net losses on sale of properties of $20.8 million, plus the add-back of $50.7 million of non-cash expenses, less $6.1 million increase in payments of deferred leasing commissions, less a $4.3 million increase in accounts payable and accrued expenses, less a $0.7 million increase in lease acquisition costs plus an increase in tenant rent receivables of $0.9 million and a $0.4 million increase in prepaid expenses and other assets. ​ Investing Activities ​ Cash provided by investing activities for the year ended December 31, 2024 of $70.3 million was primarily attributable to proceeds from the sale of three properties of $95.5 million, which was partially offset by capital expenditures and office equipment investments of approximately $25.2 million. ​ Financing Activities ​ Cash used in financing activities for the year ended December 31, 2024 of $164.5 million is primarily attributable to repayment of a portion of the BMO Term Loan (defined below) of $43.9 million, repayment of a portion of the BofA Revolver (defined below) of $22.7 million, repayment of a portion of the BofA Term Loan (defined below) of $11.7 million, repayment of a portion of the Senior Notes (defined below) of $76.4 million, payment of deferred financing costs of $5.7 million and payment of distributions to stockholders of $4.1 million. ​ Liquidity beyond the next 12 months ​ Our ability to generate cash adequate to meet our needs is dependent primarily on income from real estate investments, the sale of real estate investments, leveraging of real estate investments, proceeds from public offerings of stock, private placement of debt and access to the capital markets.
On February 21, 2024, we repaid $102 million of debt in connection with the extensions of our BofA Term Loan, BMO Term Loan, our Series A Notes and our Series B Notes (each as defined in Liquidity and Capital Resources below). ​ In July 2022, we adopted a variable quarterly dividend policy, which replaced our previous regular quarterly dividend policy.
On February 21, 2024, we repaid an aggregate amount of $102 million of debt in connection with the extensions of our BofA Term Loan, BMO Term Loan, our Series A Notes and our Series B Notes (each as defined in Liquidity and Capital Resources below).
We seek value-oriented investments with an eye towards long-term growth and appreciation, as well as current income. ​ As of December 31, 2023, approximately 5.1 million square feet, or approximately 88.4% of our total owned portfolio, was located in Dallas, Denver, Houston and Minneapolis. ​ The main factor that affects our real estate operations is the broad economic market conditions in the United States.
We are focused on long-term growth and appreciation, as well as current income. ​ As of December 31, 2024, approximately 4.8 million square feet, or approximately 95.7% of our total owned and consolidated portfolio, was located in Dallas, Denver, Houston and Minneapolis. ​ The main factor that affects our real estate operations is the broad economic market conditions in the United States.
On February 21, 2024, as part of the BMO Second Amendment, we repaid an approximately $29.0 million portion of the tranche B term loan so that approximately $86.0 million remains outstanding.
On February 10, 2023, we repaid a $40 million portion of the tranche B term loan. On August 10, 2023, we repaid an additional $10 million portion of the tranche B term loan. On February 21, 2024, as part of the BMO Second Amendment, we repaid an approximately $29.0 million portion of the tranche B term loan.
On average, tenant improvements for such leases were $22.42 per square foot, lease commissions were $10.56 per square foot and rent concessions were approximately six months of free rent.
On average, tenant improvements for such leases were $26.06 per square foot, lease commissions were $9.72 per square foot and rent concessions were approximately four months of free rent.
Effective February 21, 2024 upon entering into the BofA Second Amendment, interest on the BofA Term Loan was amended to mean 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%.
On October 25, 2024, we repaid an approximately $6.1 million portion of the BofA Term Loan from asset sale proceeds 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%.
Under the variable quarterly dividend policy, the Board of Directors determines quarterly dividends based upon a variety of factors, including the Company’s estimates of its annual taxable income and the amount that the Company is required to distribute annually in the aggregate to enable the Company to continue to qualify as a real estate investment trust for federal income tax purposes. ​ The credit rating for our senior unsecured debt was downgraded by Moody’s Investor Service from Ba1 to Ba3 on April 12, 2023, and from Ba3 to B3 on June 14, 2023.
Under the variable quarterly dividend policy, the Board of Directors determines quarterly dividends based upon a variety of factors, including the Company’s estimates of its annual taxable income and the amount that the Company is required to distribute annually in the aggregate to enable the Company to continue to qualify as a real estate investment trust for federal income tax purposes. ​ As of February 21, 2024, the interest rate applicable to borrowings under the Senior Notes (as defined in Liquidity and Capital Resources below) was no longer based on the credit rating of our debt.
In addition, at any time, a tenant of one of our properties may seek the protection of bankruptcy laws, which could result in the rejection and termination of such tenant’s lease and thereby cause a reduction in cash available for distribution to our stockholders. ​ Real Estate Acquisition and Investment Activity ​ During 2023: ● on September 26, 2023, we agreed to extend the maturity date of our existing loan to Monument Circle that is secured by a mortgage on real estate owned by Monument Circle, which we refer to as the Sponsored REIT Loan, to September 30, 2024. ​ During 2022: ● we continued to actively explore additional potential real estate investment opportunities. ​ During 2021: ● on October 29, 2021, the Company agreed to amend and restate the 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, at any time, a tenant of one of our properties may seek the protection of bankruptcy laws, which could result in the rejection and termination of such tenant’s lease and thereby cause a reduction in cash available for distribution to our stockholders. ​ Real Estate Acquisition and Investment Activity ​ During 2024: ● on September 27, 2024, we agreed to extend the maturity date of our existing loan to Monument Circle that is secured by a mortgage on real estate owned by Monument Circle, which we refer to as the Sponsored REIT Loan, to September 30, 2025. ​ During 2023: ● on September 26, 2023, we agreed to extend the maturity date of the Sponsored REIT Loan, to September 30, 2024. ​ During 2022: ● we continued to actively explore additional potential real estate investment opportunities. ​ Property Dispositions and Assets Held for Sale ​ During 2024, we sold an office property located in Richardson, Texas on January 26, 2024, for a gross sales price of $35 million.
We are unable to estimate the full extent of the long term impact that the COVID-19 pandemic will have on our future financial results at this time. See “Risk Factors” in Item 1A.
We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic will have on our future financial results at this time. The long-term impact of the COVID-19 pandemic has had and may continue to have an adverse impact on our financial condition and results of operations.
As of February 21, 2024, the interest rate applicable to borrowings under the Senior Notes was no longer based on the rating of our debt. ​ Trends and Uncertainties ​ Long-Term Impact of COVID-19 Pandemic ​ Considerable uncertainty still surrounds the long-term impact of the COVID-19 pandemic and its potential effects on the population, including the spread of more contagious variants of the virus, and on the commercial real estate market and our business.
As of December 31, 2024, our credit rating remains at B3. ​ Trends and Uncertainties ​ Long-Term Impact of COVID-19 Pandemic ​ Considerable uncertainty still surrounds the long-term impact of the COVID-19 pandemic and its potential effects on the population, including the spread of more contagious variants of the virus, and on the commercial real estate market and our business.
However, upon liquidation of a sponsored REIT, we were entitled to our percentage interest as a common stockholder in any proceeds remaining after the preferred stockholders have recovered their investment. Our common stock percentage interest in each sponsored REIT was less than 1%.
As a common stockholder, we had no rights to the Sponsored REIT’s earnings or any related cash distributions. However, upon liquidation of the sponsored REIT, we are entitled to our percentage interest as a common stockholder in any proceeds remaining after the preferred stockholders have recovered their investment.
The increase of $121.3 million is attributable to $17.9 million provided by operating activities, plus $113.6 million provided by investing activities less $10.2 million used in financing activities.
The decrease of $85.2 million is attributable to $9.0 million provided by operating activities, plus $70.3 million provided by investing activities less $164.5 million used in financing activities.
On February 21, 2024, we entered into a First Amendment to Note Purchase Agreement, which we refer to as the NPA First Amendment.
On February 21, 2024, we amended the terms of the Senior Notes by entering into a First Amendment to Note Purchase Agreement, which we refer to as the NPA First Amendment, with the purchasers party thereto.
Pershing Park had approximately $1,977,000 of rental income and $2,269,000 of operating expenses for the year ended December 31, 2022, and was 79.2% leased as of December 31, 2022. ​ 44 Table of Contents Rental Income Commitments ​ Our commercial real estate operations include the leasing of office buildings subject to leases with terms greater than one year.
Monument Circle had approximately $85,000 and $302,000 of rental income, and, $263,000 and $1,095,000 of operating expenses, for the three and twelve months ended December 31, 2024, respectively, and was 4.1% leased to two retail tenants as of December 31, 2024. ​ Rental Income Commitments ​ Our commercial real estate operations include the leasing of office buildings subject to leases with terms greater than one year.
In addition, effective February 21, 2024 upon entering into the BofA Second Amendment, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate. ​ Prior to February 10, 2023, borrowings under the BofA Revolver bore interest at a margin 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.
In addition, effective February 21, 2024 upon entering into the BofA Second Amendment, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate. ​ As of December 31, 2024, the interest rate on the BofA Term Loan was 8.00% per annum.
As the first quarter of 2024 begins, we believe that our operating properties are stabilized, with a balanced lease expiration schedule, and existing vacancy is being actively marketed to numerous potential tenants.
As the first quarter of 2025 begins, we believe that: ​ ● approximately half of our operating properties are stabilized with leased occupancy of 75% or more; and ● our remaining operating properties are value add in nature with leased occupancy of less than 75%. ​ Existing vacancy is being actively marketed to numerous potential tenants.
The calculations of NOI are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Operating Income (NOI)* ​ ​ Year Year ​ ​ ​ (in thousands) ​ Rentable ​ Ended ​ Ended ​ Inc ​ % Region ​ Square Feet ​ 31-Dec-23 ​ 31-Dec-22 ​ (Dec) ​ Change ​ East 298 ​ $ 1,143 ​ $ 1,088 ​ $ 55 5.1 % MidWest 758 ​ 7,009 ​ 10,408 ​ (3,399) (32.7) % South 2,369 ​ 25,631 ​ 20,180 ​ 5,451 27.0 % West 2,140 ​ 25,334 ​ 27,108 ​ (1,774) (6.5) % Property NOI from the continuing portfolio 5,565 ​ 59,117 ​ 58,784 ​ 333 0.6 % Dispositions, Non-Operating, Development or Redevelopment ​ ​ ​ 6,877 ​ 15,798 ​ (8,921) (12.1) % Property NOI ​ ​ ​ $ 65,994 ​ $ 74,582 ​ $ (8,588) (11.5) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 59,117 ​ $ 58,784 ​ $ 333 0.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Nonrecurring ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Items in NOI (a) ​ ​ ​ 2,295 ​ 2,843 ​ (548) 1.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comparative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 56,822 ​ $ 55,941 ​ $ 881 1.6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ Year ​ ​ ​ Ended ​ Ended ​ Reconciliation to Net income 31-Dec-23 ​ 31-Dec-22 ​ Net Income ​ $ (48,110) ​ $ 1,094 ​ Add (deduct): ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ 106 ​ ​ 78 ​ Gain on consolidation of Sponsored REIT ​ ​ (394) ​ ​ — ​ Impairment and loan loss reserve ​ ​ - ​ ​ 4,237 ​ Gain on sale of property ​ 23,384 ​ (27,939) ​ Management fee income ​ (1,707) ​ (1,127) ​ Depreciation and amortization ​ 54,738 ​ 63,808 ​ Amortization of above/below market leases ​ (45) ​ (118) ​ General and administrative ​ 14,021 ​ 13,886 ​ Interest expense ​ 24,318 ​ 22,808 ​ Interest income ​ (567) ​ (1,828) ​ Equity in income of non-consolidated REITs ​ - ​ — ​ Non-property specific items, net ​ 250 ​ (317) ​ Property NOI ​ $ 65,994 ​ $ 74,582 ​ (a) Nonrecurring Items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability. ​ * Excludes NOI from investments in and interest income from secured loans to non-consolidated REITs. ​ 35 Table of Contents Liquidity and Capital Resources ​ Cash and cash equivalents were $127.9 million and $6.6 million at December 31, 2023 and December 31, 2022, respectively.
The calculations of NOI are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Operating Income (NOI) ​ ​ Year Year ​ ​ ​ (in thousands) ​ Rentable ​ Ended ​ Ended ​ Inc ​ % Region ​ Square Feet ​ 31-Dec-24 ​ 31-Dec-23 ​ (Dec) ​ Change ​ MidWest 757 ​ 5,753 ​ 7,008 ​ (1,255) (17.9) % South 1,909 ​ 18,139 ​ 18,746 ​ (607) (3.2) % West 2,140 ​ 24,135 ​ 25,335 ​ (1,200) (4.7) % Property NOI from the continuing portfolio 4,806 ​ 48,027 ​ 51,089 ​ (3,062) (6.0) % Dispositions, Non-Operating, Development or Redevelopment ​ ​ ​ 3,135 ​ 14,905 ​ (11,770) (16.5) % Property NOI ​ ​ ​ $ 51,162 ​ $ 65,994 ​ $ (14,832) (22.5) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 48,027 ​ $ 51,089 ​ $ (3,062) (6.0) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Nonrecurring ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Items in NOI (a) ​ ​ ​ 764 ​ 2,295 ​ (1,531) 2.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comparative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 47,263 ​ $ 48,794 ​ $ (1,531) (3.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ Year ​ ​ ​ Ended ​ Ended ​ Reconciliation to Net loss 31-Dec-24 ​ 31-Dec-23 ​ Net loss ​ $ (52,723) ​ $ (48,110) ​ Add (deduct): ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ 1,042 ​ ​ 106 ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ (394) ​ Gain on sale of property ​ 20,826 ​ 23,384 ​ Management fee income ​ (1,713) ​ (1,707) ​ Depreciation and amortization ​ 44,775 ​ 54,738 ​ Amortization of above/below market leases ​ (18) ​ (45) ​ General and administrative ​ 13,884 ​ 14,021 ​ Interest expense ​ 26,425 ​ 24,318 ​ Interest income ​ (2,091) ​ (567) ​ Non-property specific items, net ​ 755 ​ 250 ​ Property NOI ​ $ 51,162 ​ $ 65,994 ​ (a) Nonrecurring Items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability. ​ ​ ​ ​ 36 Table of Contents Liquidity and Capital Resources ​ Cash and cash equivalents were $42.7 million and $127.9 million at December 31, 2024 and December 31, 2023, respectively.
On November 16, 2021, we sold two office properties in Chantilly, Virginia for an aggregate sales price of approximately $40 million, at a loss of approximately $2.9 million. ​ We used, or intend to use, the proceeds of the dispositions primarily to repay outstanding indebtedness. ​ The dispositions of these properties did not represent a strategic shift that has a major effect on our operations and financial results.
There were no properties held for sale as of December 31, 2022. ​ We used, or intend to use, the proceeds of the dispositions primarily to repay outstanding indebtedness. ​ The dispositions of these properties did not represent a strategic shift that has a major effect on our operations and financial results.
During 2023, the Federal Reserve raised the federal funds rate target several times, most recently increasing it by 25 basis points on July 26, 2023, to a range of 5.25% to 5.50%. Any future increases in the target range 24 Table of Contents could also increase interest rates.
During 2023 and 2024, the 25 Table of Contents Federal Reserve adjusted the federal funds rate target several times, most recently decreasing it by 25 basis points on December 18, 2024, to a range of 4.25% to 4.50%.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBecause the table below is as of December 31, 2023, it does not reflect our contractial variable rate borrowings or changes in maturity dates as subsequently amended effective February 21, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ (in thousands) ​ Total 2024 2025 2026 2027 2028 Thereafter BofA Revolver ​ $ 90,000 ​ $ 90,000 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ BMO Term Loan Tranche B ​ ​ 115,000 ​ ​ 115,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Series A Notes ​ ​ 116,000 ​ ​ 116,000 ​ ​ — ​ ​ — ​ — ​ — ​ — ​ Series B Notes ​ 84,000 ​ ​ — ​ ​ — ​ ​ — ​ 84,000 ​ — ​ — ​ Total ​ $ 405,000 ​ $ 321,000 ​ $ — ​ $ — ​ $ 84,000 ​ $ — ​ $ — ​ ​ ​
Biggest changeWe do not believe that the interest rate risk on the BMO Term Loan is material as of December 31, 2024. ​ The following table presents, as of December 31, 2024, our contractual variable rate borrowings under our BofA Term Loan, which matures on April 1, 2026, and under our BMO Term Loan Tranche B, which matures on April 1, 2026. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ (in thousands) ​ Total 2024 2025 ​ 2026 2027 2028 Thereafter BofA Term Loan ​ $ 55,629 ​ $ — ​ $ — ​ $ 55,629 ​ $ — ​ $ — ​ $ — ​ BMO Term Loan Tranche B ​ ​ 71,082 ​ ​ — ​ ​ — ​ ​ 71,082 ​ ​ — ​ ​ — ​ ​ — ​ Total ​ $ 126,711 ​ $ — ​ $ — ​ $ 126,711 ​ $ — ​ $ — ​ $ — ​ ​ ​
We do not believe that the interest rate risk on the BofA Revolver was material as of December 31, 2023. ​ Although the interest rate on the BMO Term Loan is variable, the Company fixed the base LIBOR interest rate on the BMO Term Loan by entering into interest rate swap agreements.
We do not believe that the interest rate risk on the BofA Term Loan is material as of December 31, 2024. ​ Although the interest rate on the BMO Term Loan is variable, the Company fixed the base LIBOR interest rate on the BMO Term Loan by entering into interest rate swap agreements.
As of December 31, 2023 and December 31, 2022, if market rates on our outstanding borrowings under the BofA Revolver were subject to a floating rate increased by 10% at maturity, or approximately 85 and 62 basis points, respectively, over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $0.8 million and $0.3 million, respectively.
As of December 31, 2024 and December 31, 2023, if market rates on our outstanding borrowings under the BofA Term Loan and the BofA Revolver, respectively, subject to a floating rate increased by 10% at maturity, or approximately 80 and 85 basis points, respectively, over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $0.4 million and $0.8 million, respectively.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . ​ Market Rate Risk ​ We are exposed to changes in interest rates primarily from our floating rate borrowing arrangements. We have used interest rate derivative instruments to manage exposure to interest rate changes.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . ​ Market Rate Risk ​ We are exposed to changes in interest rates primarily from our floating rate borrowing arrangements.
The interest rate on the BofA Revolver as of December 31, 2023 was SOFR plus an adjustment of 0.11448% plus 300 basis points, or 8.47% per annum, and as of December 31, 2022 was SOFR plus an adjustment of 0.11448% plus 175 basis points, or 4.358% per annum.
The interest rate on the BofA Term Loan as of December 31, 2024 and the BofA Revolver as of December 31, 2023, was SOFR plus an adjustment of 0.11448% plus 300 basis points, or 8.00% and 8.47% per annum, respectively.
As of December 31, 2023, if market rates on our outstanding borrowings under the BMO Term Loan were subject to a floating rate increased by 10% at maturity, or approximately 85 basis points over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $1.0 million.
On February 8, 2023, we terminated all outstanding interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we 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 December 31, 2024, if market rates on our outstanding borrowings under the BMO Term Loan were subject to a floating rate increased by 10% at maturity, or approximately 80 basis points over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $0.6 million.
There was $90 million and $48 million drawn on the BofA Revolver as of December 31, 2023 and December 31, 2022, respectively.
There was $55.6 million outstanding on the BofA Term Loan and $90 million drawn on the BofA Revolver as of December 31, 2024 and December 31, 2023, respectively.
Removed
Accordingly, based upon our credit rating, as of December 31, 2022, the interest rate on the BMO Term Loan was 4.04% per annum. The fair value of these interest rate swaps are 46 Table of Contents affected by changes in market interest rates. This interest rate swap was our only derivative instrument as of December 31, 2022.
Added
The interest rate on the BMO Term Loan as of December 31, 2024 was SOFR plus an adjustment of 0.11448% plus 300 basis points, or 8.00% per annum.
Removed
On February 8, 2023, we terminated all outstanding interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we received an aggregate of approximately $4.3 million as a result of such terminations, of which approximately $0.1 million related to interest receivable.
Removed
The interest rate on the BMO Term Loan as of December 31, 2023 was SOFR plus an adjustment of 0.11448% plus 300 basis points, or 8.47% per annum. ​ The table below lists our derivative instrument, which is hedging variable cash flows related to interest on our BMO Term Loan as of December 31, 2023 and December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional Strike Effective Expiration ​ Fair Value (1) at (in thousands) ​ Value ​ Rate ​ Date ​ Date ​ December 31, 2023 December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 BMO Interest Rate Swap ​ $ 165,000 2.39 % Aug-20 Jan-24 ​ $ — ​ $ 4,358 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Classified within Level 2 of the fair value hierarchy. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our BMO Term Loan hedging transaction used derivative instruments that involved certain additional risks such as counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates would cause a significant loss of basis in the contract.
Removed
We require our derivatives contracts to be with counterparties that have investment grade ratings. As a result, we did not anticipate that any counterparty would fail to meet its obligations.
Removed
However, there was no assurance that we would be able to adequately protect against the foregoing risks or that we would ultimately realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging strategies. ​ The Company’s derivatives are recorded at fair value in other assets and liabilities in the consolidated balance sheets, the effective portion of the derivatives’ fair value is recorded to other comprehensive income in the consolidated statements of other comprehensive income (loss). ​ The following table presents, as of December 31, 2023 our contractual variable rate borrowings under our BofA Revolver, which had a maturity date of October 1, 2024, under our BMO Term Loan Tranche B, which had a maturity date of October 1, 2024, under our Series A Notes, which had a maturity date of December 20, 2024, and under our Series B Notes, which had a maturity date of December 20, 2027.

Other FSP 10-K year-over-year comparisons