[10-Q] Peakstone Realty Trust Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 10-Q
____________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-41686
(Exact name of Registrant as specified in its charter)
________________________________________________
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices)
(310 ) 606-3200
(Registrant’s telephone number)
N/A
(Former name, former address and former fiscal year, if changed from last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 4, 2025, there were 36,790,867 common shares outstanding.
1
Table of Contents
FORM 10-Q
PEAKSTONE REALTY TRUST
TABLE OF CONTENTS
| Page No. | ||||||||
Cautionary Note Regarding Forward-Looking Statements | 3 | |||||||
PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements: | |||||||
Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 | 5 | |||||||
Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2025 and 2024 (unaudited) | 6 | |||||||
Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 7 | |||||||
Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 8 | |||||||
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited) | 9 | |||||||
Notes to Consolidated Financial Statements (unaudited) | 11 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 54 | ||||||
| Item 4. | Controls and Procedures | 54 | ||||||
PART II. OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 55 | ||||||
| Item 1A. | Risk Factors | 55 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 55 | ||||||
| Item 3. | Defaults Upon Senior Securities | 55 | ||||||
| Item 4. | Mine Safety Disclosures | 55 | ||||||
| Item 5. | Other Information | 55 | ||||||
| Item 6. | Exhibits | 55 | ||||||
SIGNATURES | 57 | |||||||
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Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: general economic and financial conditions; political uncertainty in the U.S.; the impact of tariffs and global trade disruptions on us and our tenants; market volatility; inflation; any potential recession or threat of recession; interest rates; disruption in the debt and banking markets; concentration in asset type; tenant concentration, geographic concentration, and the financial condition of our tenants; whether we are able to monitor the credit quality of our tenants and/or their parent companies and guarantors; competition for tenants and competition with sellers of similar properties if we elect to dispose of our properties; our access to, and the availability of capital; whether we will be able to repay debt and comply with our obligations under our indebtedness; the attractiveness of industrial and/or office assets; whether we will be successful in renewing leases or selling an applicable property, as leases expire; whether we will re-lease available space above or at current market rental rates; future financial and operating results; our ability to manage cash flows; our ability to manage expenses, including as a result of tenant failure to maintain our net-leased properties; dilution resulting from equity issuances; expected sources of financing, including the ability to maintain the commitments under our revolving credit facility, and the availability and attractiveness of the terms of any such financing; legislative and regulatory changes that could adversely affect our business; changes in zoning, occupancy and land use regulations and/or changes in their applicability to our properties; cybersecurity incidents or disruptions to our or our third party information technology systems; our ability to maintain our status as a real estate investment trust (a "REIT") within the meaning of Section 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) and our Operating Partnership as a partnership for U.S. federal income tax purposes; our future capital expenditures, operating expenses, net income or loss, operating income, cash flow and developments and trends of the real estate industry; whether we will be successful in the pursuit of our business plans, objectives, expectations and intentions, including any acquisitions, investments, or dispositions, including our acquisition of industrial outdoor storage assets (“IOS”); our intention to sell all of our remaining office properties and the anticipated timing of, and the impact on our business (including our leverage) from, such divestment; our ability to meet budgeted or stabilized returns on our redevelopment projects within expected time frames, or at all; whether we will succeed in our investment objectives; any fluctuation and/or volatility of the trading price of our common shares; risks associated with our dependence on key personnel whose continued service is not guaranteed; and other factors, including those risks disclosed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission.
While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. The forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this Quarterly Report on Form 10-Q, except as required by applicable law. We caution investors not to place undue reliance on any forward-looking statements, which are based only on information currently available to us.
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Table of Contents
Notice Regarding Non-GAAP Financial Measures
In addition to U.S. GAAP financial measures, this document contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in this Quarterly Report on Form 10-Q.
Available Information
We make available on the “SEC Filings” subpage of the investors section of our website (www.pkst.com) free of charge our quarterly reports on Form 10-Q, including this Quarterly Report on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, proxy statements, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the Securities and Exchange Commission (the “SEC”). Our electronically filed reports can also be obtained on the SEC’s internet site at http://www.sec.gov. Further, copies of our Code of Business Conduct and Ethics and the charters for the Audit, Compensation, and Nominating and Corporate Governance Committees of our Board of Trustees (the “Board”) are also available on the “Governance - Governance Documents” subpage of the “Investors” section of our website. We use our website (www.pkst.com) as a routine channel of distribution of company information, including press releases, presentations, and supplemental information, and as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to following press releases, SEC filings, and public conference calls and webcasts. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.
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Table of Contents
PART I. FINANCIAL INFORMATION
PEAKSTONE REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except units and share amounts)
| June 30, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Real estate: | ||||||||||||||
| Land | ||||||||||||||
| Building and improvements | ||||||||||||||
| In-place lease intangible assets | ||||||||||||||
| Construction in progress | ||||||||||||||
| Total real estate | ||||||||||||||
| Less: accumulated depreciation and amortization | ( | ( | ||||||||||||
| Total real estate, net | ||||||||||||||
| Assets held for sale, net | ||||||||||||||
Above-market lease and other intangible assets, net | ||||||||||||||
| Deferred rent receivable | ||||||||||||||
| Deferred leasing costs, net | ||||||||||||||
| Goodwill | ||||||||||||||
Right-of-use lease assets | ||||||||||||||
Interest rate swap asset, at fair value | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Debt, net | $ | $ | ||||||||||||
Interest rate swap liability, at fair value | ||||||||||||||
| Distributions payable | ||||||||||||||
| Below-market lease and other intangible liabilities, net | ||||||||||||||
Right-of-use lease liabilities | ||||||||||||||
| Accrued expenses and other liabilities | ||||||||||||||
| Liabilities held for sale | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
| Commitments and contingencies (Note 13) | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Common shares, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Cumulative distributions | ( | ( | ||||||||||||
| Accumulated earnings | ( | ( | ||||||||||||
| Accumulated other comprehensive (loss) income | ( | |||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Noncontrolling interests | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
PEAKSTONE REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Rental income | $ | $ | $ | $ | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Property operating expense | |||||||||||||||||||||||
| Property tax expense | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Corporate operating expenses to related parties | |||||||||||||||||||||||
| Real estate impairment provision | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| (Loss) income before other income (expenses) | ( | ( | |||||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| (Loss) gain from disposition of assets | ( | ( | ( | ||||||||||||||||||||
| Goodwill impairment provision | ( | ||||||||||||||||||||||
| Transaction expenses | ( | ( | |||||||||||||||||||||
| Net (loss) income | ( | ( | ( | ||||||||||||||||||||
Net loss (income) attributable to noncontrolling interests | ( | ||||||||||||||||||||||
| Net (loss) income attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Basis and diluted earnings per common share: | |||||||||||||||||||||||
| Net (loss) income attributable to common shareholders per share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Weighted-average number of common shares outstanding - Basic and Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
PEAKSTONE REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
Other comprehensive (loss) income: | |||||||||||||||||||||||
| Change in fair value of swap agreements | ( | ( | ( | ( | |||||||||||||||||||
Total comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
Comprehensive loss attributable to noncontrolling interests | |||||||||||||||||||||||
Comprehensive loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
PEAKSTONE REALTY TRUST
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited; in thousands, except share data)
| Common Shares | Additional Paid-In Capital | Cumulative Distributions | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Shareholders’ Equity | Non- controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld to satisfy employee tax withholding requirements on vesting restricted shares | ( | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to common shareholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Exchange of noncontrolling interests | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to common shareholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
PEAKSTONE REALTY TRUST
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited; in thousands, except share data)
| Common Shares | Additional Paid-In Capital | Cumulative Distributions | Accumulated Earnings | Accumulated Other Comprehensive (Loss) Income | Total Shareholders’ Equity | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld to satisfy employee tax withholding requirements on vesting restricted shares | ( | — | ( | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Dividends declared to common shareholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Exchange of noncontrolling interests | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Exchange of noncontrolling interests | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
PEAKSTONE REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation of building and building improvements | |||||||||||
| Amortization of leasing costs and intangibles, including ground leasehold interests and leasing costs | |||||||||||
| Amortization of above- and (below-market) leases, net | ( | ( | |||||||||
| Amortization of deferred financing costs and debt premium | |||||||||||
| Amortization of swap interest | |||||||||||
| Deferred rent | ( | ( | |||||||||
| Net loss (gain) from disposition of assets | ( | ||||||||||
Gain from investments | ( | ( | |||||||||
| Real estate impairment provision | |||||||||||
| Goodwill impairment provision | |||||||||||
| Share-based compensation | |||||||||||
| Discount amortization - note receivable | ( | ( | |||||||||
| Change in operating assets and liabilities: | |||||||||||
Other assets | |||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Acquisition of properties, net | ( | ||||||||||
| Proceeds from disposition of properties | |||||||||||
| Payments for construction in progress | ( | ( | |||||||||
| Purchase of investments | ( | ||||||||||
| Proceeds from repayment of note receivable | |||||||||||
| Net cash provided by investing activities | |||||||||||
9
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Financing Activities: | |||||||||||
Principal pay down of indebtedness - credit facility | ( | ||||||||||
| Principal payoff of secured indebtedness - mortgage debt | ( | ||||||||||
| Principal amortization payments on secured indebtedness | ( | ||||||||||
| Deferred financing costs | ( | ||||||||||
| Offering costs | ( | ||||||||||
| Repurchase of common shares to satisfy employee tax withholding requirements | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
Dividends to common shareholders | ( | ( | |||||||||
| Financing lease payment | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Supplemental disclosures of non-cash investing and financing transactions: | |||||||||||
Dividends payable to common shareholders | $ | $ | |||||||||
| Distributions payable to noncontrolling interests | $ | $ | |||||||||
| Common share redemptions funded subsequent to period-end | $ | $ | |||||||||
| Exchange of noncontrolling interest to common stock | $ | $ | |||||||||
| Accrued for construction in progress | $ | $ | |||||||||
Accrued tenant obligations and other | $ | $ | |||||||||
(Decrease) increase in fair value swap agreement | $ | ( | $ | ( | |||||||
Note receivable, net | $ | $ | ( | ||||||||
Contribution in unconsolidated joint venture | $ | $ | ( | ||||||||
Note payable in unconsolidated joint venture | $ | $ | |||||||||
| Capitalized transaction costs accrued | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
10
Table of Contents
PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
1. Organization
Peakstone Realty Trust (“PKST” or the “Company”) is a real estate investment trust executing a strategic transition to become an industrial-only REIT, targeting growth in the industrial outdoor storage (“IOS”) sector. As part of this transition, the Company is actively reshaping its portfolio by divesting its office properties and increasing its exposure to IOS. The Company’s fiscal year ends on December 31, 2025.
PKST OP, L.P., our operating partnership (the “Operating Partnership”), owns, directly and indirectly all of the Company’s assets. As of June 30, 2025, the Company owned, directly and indirectly through a wholly-owned subsidiary, approximately 92.6 % of the outstanding common units of limited partnership interest in the Operating Partnership (“OP Units”).
As of June 30, 2025, our portfolio is comprised of 94 properties, consisting of 89 operating properties and 5 redevelopment properties (those designated for redevelopment or repositioning) reported in two segments - Industrial and Office.
2. Basis of Presentation and Summary of Significant Accounting Policies
There have been no significant changes to the Company’s accounting policies since the Company filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2024. For further information about the Company’s accounting policies, refer to the Company’s filed Annual Report on Form 10-K for the year ended December 31, 2024 with the Securities and Exchange Commission (the “SEC”).
The accompanying unaudited consolidated financial statements of the Company are prepared by management on the accrual basis of accounting and in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In addition, see the risk factors identified in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The consolidated financial statements of the Company include all accounts of the Company, the Operating Partnership, and its consolidated subsidiaries. Intercompany transactions are shown on the consolidated statements if and to the extent required pursuant to GAAP. Each property-owning entity is a wholly-owned subsidiary which is a special purpose entity (“SPE”).
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PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Segment Information
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.
Earnings Per Share
Basic earnings per share is computed by dividing net (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net (loss) income attributable to common shareholders by the weighted-average number of outstanding common shares plus the potential effect of any dilutive securities (e.g. unvested time-based restricted share units and unvested time-based restricted shares (together, “Unvested Restricted Shares”), OP Units, etc.), using the more dilutive of either the two-class method or the treasury stock method.
For all periods presented, (a) OP Units were excluded from the dilutive earnings per share computation because they were not dilutive, and (b) using the treasury stock method, the Unvested Restricted Shares (in the amounts set forth below) were excluded from dilutive earnings per share because the inclusion would have been anti-dilutive.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Unvested Restricted Shares(1) | |||||||||||||||||||||||
(1) Unvested Restricted Shares that contain non-forfeitable rights to dividends are participating securities and are included in the computation of earnings per share pursuant to either the two-class method or treasury stock method, as applicable.
Restricted Cash
| Balance as of | |||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| Cash reserves | $ | $ | |||||||||
| Restricted lockbox | |||||||||||
| Total restricted cash | $ | $ | |||||||||
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PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Income Taxes
The Company has elected to be taxed as a REIT under the Internal Revenue Code (“Code”). To qualify as a REIT, the Company must meet certain organizational and operational requirements. The Company intends to adhere to these requirements and maintain its REIT status for the current year and subsequent years. As a REIT, the Company generally will not be subject to federal income taxes on taxable income that is distributed to shareholders. However, the Company may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income, if any. If the Company fails to qualify as a REIT in any taxable year, the Company will then be subject to federal income taxes on the taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service (“IRS”) grants the Company relief under certain statutory provisions. Such an event could materially adversely affect net income and net cash available to pay dividends to shareholders. As of June 30, 2025, the Company believes it has satisfied the REIT requirements.
Pursuant to the Code, the Company has elected to treat its corporate subsidiary as a taxable REIT subsidiary (“TRS”). In general, the TRS may perform non-customary services for the Company’s tenants and may engage in any real estate or non-real estate-related business. The TRS will be subject to corporate federal and state income tax.
Recently Issued Accounting Pronouncements
On November 4, 2024, the FASB issued ASU 2024-03, which requires public business entities to provide disaggregated disclosures of certain expense categories that are included in the income statement. The guidance does not change the presentation of expenses on the face of the income statement but mandates additional tabular disclosures for line items in continuing operations. Expenses that are already disclosed under existing U.S. GAAP should be incorporated into these disaggregated disclosures, while any remaining amounts should be described qualitatively. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The disclosures will be required on both an annual and interim basis. The Company is currently evaluating the potential impact of adopting ASU 2024-03 on our consolidated financial statements and related disclosures.
3. Real Estate
The following table summarizes the Company’s gross investment in real estate as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Land | $ | $ | ||||||||||||
| Building and improvements | ||||||||||||||
In-place lease intangible assets | ||||||||||||||
| Construction in progress | ||||||||||||||
| Total real estate | $ | $ | ||||||||||||
Depreciation expense for buildings and improvements for the three months ended June 30, 2025 and 2024 was $15.7 million and $15.4 million, respectively. Amortization expense for intangibles, including but not limited to, in-place lease intangible assets for the three months ended June 30, 2025 and 2024 was $7.7 million and $7.7 million, respectively.
Depreciation expense for buildings and improvements for the six months ended June 30, 2025 and 2024 was $32.9 million and $31.0 million, respectively. Amortization expense for intangibles, including but not limited to, in-place lease intangible assets for the six months ended June 30, 2025 and 2024 was $16.1 million and $15.6 million, respectively.
Acquisitions of Real Estate
The Company had no acquisitions of real estate during the six months ended June 30, 2025.
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PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Dispositions of Real Estate
The following tables summarize the Company’s dispositions during the six months ended June 30, 2025 and June 30, 2024:
2025 Dispositions | Office Segment Dispositions | Square Feet | Gross Sales Price | Gain (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2025 (1) | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2025 (2) | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total for the Six Months Ended June 30, 2025 (3) | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Consisted of Office segment properties located in Hunt Valley, MD and Fort Worth, TX.
(2)Consisted of Office segment properties located in Fort Mill, SC (2); North Huntingdon, PA; Wake Forest, NC (2); Cranberry Township, PA; and Carmel, IN.
2024 Dispositions | Office Segment Dispositions | Other Segment Dispositions | Total Dispositions | Square Feet | Gross Sales Price | Gain (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2024 (1) | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, 2024 (2) | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total for the Six Months Ended June 30, 2024 | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Consisted of an Office segment property located in Johnston, IA and Other segment properties located in Columbia, MD; Jefferson City, MO and Houston, TX.
(2)Consisted of an Other segment property located in Mechanicsburg, PA.
Real Estate Held for Sale
The Company generally classifies real estate assets as held for sale when it believes it is probable that the disposition will occur within one year. When the Company classifies an asset as held for sale, it compares the asset’s fair value less estimated cost to sell to its carrying value, and if the fair value less estimated cost to sell is less than the property’s carrying value, the Company reduces the carrying value to the fair value less estimated cost to sell. The Company will continue to review the property for subsequent changes in the fair value, and may recognize an additional impairment charge, if warranted.
As of June 30, 2025, one Office segment property met the criteria for classification as held for sale and was recorded at fair value less estimated cost to sell. Subsequent to June 30, 2025, the property was sold. As of December 31, 2024, no properties met the criteria for classification as held for sale. The following summary presents the major components of assets and liabilities related to real estate properties held for sale as of June 30, 2025:
| ASSETS | June 30, 2025 | ||||||||||||||||
| Land | $ | ||||||||||||||||
| Building and improvements | |||||||||||||||||
In-place lease intangible assets | |||||||||||||||||
| Total real estate | |||||||||||||||||
| Less: accumulated depreciation | ( | ||||||||||||||||
| Total real estate, net | |||||||||||||||||
| Deferred rent receivable | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total real estate and other assets held for sale | $ | ||||||||||||||||
| LIABILITIES | |||||||||||||||||
Below-market lease and other intangible liabilities, net | $ | ||||||||||||||||
| Accrued expenses and other liabilities | |||||||||||||||||
| Liabilities of real estate assets held for sale | $ | ||||||||||||||||
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PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Real Estate Impairments
Where indicators of impairment exist, the Company evaluates the recoverability of its real estate assets by comparing (i) the carrying amounts of the assets and (ii) the estimated undiscounted cash flows (which requires estimates of future market and economic conditions, including assumptions related to estimated selling prices, anticipated hold periods, potential vacancies, capitalization rates, market rental income amounts subsequent to the expiration of current lease agreements, and property operating expenses). When the carrying amounts of the real estate assets are not recoverable based on the estimated undiscounted cash flows, the Company calculates an impairment charge in the amount the carrying value exceeds the estimated fair value of the real estate asset as of the measurement date.
During the six months ended June 30, 2025, the Company recorded real estate impairments of $338.1 million related to 25 properties. The impairments related primarily to Office segment properties and resulted from shortened anticipated hold periods and estimated selling prices. The following tables summarize the Company’s real estate impairments for the six months ended June 30, 2025 and 2024:
2025 Impairments | Number of Properties | Impairment Amount | ||||||||||||||||||
Office Segment | $ | |||||||||||||||||||
| Three Months Ended March 31, 2025 | $ | |||||||||||||||||||
Office Segment | ||||||||||||||||||||
Industrial Segment | ||||||||||||||||||||
| Three Months Ended June 30, 2025 | $ | |||||||||||||||||||
Total for the Six Months Ended June 30, 2025 | $ | |||||||||||||||||||
2024 Impairments | Number of Properties | Impairment Amount | ||||||||||||||||||
Other Segment | $ | 1,376 | ||||||||||||||||||
| Three Months Ended March 31, 2024 | $ | |||||||||||||||||||
Other Segment | ||||||||||||||||||||
| Three Months Ended June 30, 2024 | $ | |||||||||||||||||||
Total for the Six Months Ended June 30, 2024 | $ | |||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Real Estate and Acquired Lease Intangibles
The following table summarizes the Company’s allocation of acquired and contributed real estate asset value related to in-place leases, above- and below-market lease intangibles, and other intangibles, net of the amortization for the six months ended June 30, 2025 and year ended December 31, 2024:
| June 30, 2025 | December 31, 2024 | ||||||||||
In-place lease intangible assets | $ | $ | |||||||||
In-place lease intangible assets - accumulated amortization | ( | ( | |||||||||
In-place lease intangible assets, net (1) | $ | $ | |||||||||
Above-market lease intangible assets | $ | $ | |||||||||
Above-market lease intangible assets - accumulated amortization | ( | ( | |||||||||
Above-market lease intangible assets, net | |||||||||||
Other intangible assets | |||||||||||
Other intangible assets - accumulated amortization | ( | ( | |||||||||
Other intangible assets, net | |||||||||||
Above-market lease and other intangible assets, net (1) | $ | $ | |||||||||
Below-market lease intangible liabilities | $ | ( | $ | ( | |||||||
Land leasehold interest (above-market) | ( | ( | |||||||||
Below-market lease & land leasehold interest - accumulated amortization | |||||||||||
Intangibles - other (above-market) | ( | ( | |||||||||
Below-market lease and other intangible liabilities, net (1) | $ | ( | $ | ( | |||||||
(1)The weighted average remaining amortization period of the Company’s in-place leases, above- and below-market lease intangibles and other intangibles was 10.0 years and 10.1 years as of June 30, 2025 and December 31, 2024, respectively.
The amortization of the intangible assets and other leasing costs for the respective periods is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Above and below market leases, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| In-place lease intangible assets | $ | $ | $ | $ | |||||||||||||||||||
| Ground leasehold amortization (below market) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other leasing costs amortization | $ | $ | $ | $ | |||||||||||||||||||
4. Investments in Unconsolidated Entities
As of August 28, 2024, the Company no longer has an investment in any unconsolidated entities. The Company, through its subsidiary GRT VAO OP, LLC (“GRT VAO Sub”), previously invested a combined $184.2 million for an approximately 49 % interest in a joint venture (“Galaxy REIT, LLC” or the “Office Joint Venture”), through which it owned indirectly an approximate 49 % interest in a 46 -property office portfolio (the “JV Office Portfolio”). Following the impairment of the JV Office Portfolio as of September 30, 2023, the Company no longer recorded any equity income or losses related to the Office Joint Venture. On August 28, 2024, GRT VAO Sub transferred all of its ownership interest in the Office Joint Venture to the other members of the Office Joint Venture. Rule 3-09 of Regulation S-X requires the Company to present the summarized financial statements of the Office Joint Venture below as of December 31, 2024 and for the three months ended June 30, 2024 for comparative periods.
The table below presents the condensed balance sheet for the unconsolidated Office Joint Venture:
December 31, 2024 (1) | ||||||||
| Assets | ||||||||
| Real estate properties, net | $ | |||||||
| Other assets | ||||||||
| Total Assets | $ | |||||||
| Liabilities | ||||||||
| Mortgages payable, net | $ | |||||||
| Other liabilities | ||||||||
| Total Liabilities | $ | |||||||
(1)Due to the reporting of the Office Joint Venture on a one quarter lag, amounts are as August 27, 2024, the date through which information was available prior to the Company’s transfer of its entire ownership interest in the Office Joint Venture on August 28, 2024.
The table below presents condensed statements of operations of the unconsolidated Office Joint Venture:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2024 (1) | 2024 (2) | ||||||||||||||||||||||
| Total revenues | $ | $ | |||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Operating expenses | ( | ( | |||||||||||||||||||||
| General and administrative | ( | ( | |||||||||||||||||||||
| Depreciation and amortization | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Total Expenses | ( | ( | |||||||||||||||||||||
| Net Loss | $ | ( | $ | ( | |||||||||||||||||||
(1)Amounts represent the period of January 1 to March 31 due to the recording of the Office Joint Venture’s activity on a one quarter lag.
(2)Amounts represent the period of October 1 to March 31 due to the recording of the Office Joint Venture’s activity on a one quarter lag.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
5. Debt
As of June 30, 2025 and December 31, 2024, the Company’s consolidated debt consisted of the following:
| Carrying Value | ||||||||||||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | Contractual Interest Rate | Effective Interest Rate (1) | Loan Maturity (2) | ||||||||||||||||||||||||||||
| Secured Debt | ||||||||||||||||||||||||||||||||
BOA II Loan (3) | $ | $ | May 2028 | |||||||||||||||||||||||||||||
Georgia Mortgage Loan (4) | November 2029 | |||||||||||||||||||||||||||||||
Illinois Mortgage Loan (5) | November 2029 | |||||||||||||||||||||||||||||||
Florida Mortgage Loan (6) | May 2032 | |||||||||||||||||||||||||||||||
| Total Secured Debt | ||||||||||||||||||||||||||||||||
Unsecured Debt (7) | ||||||||||||||||||||||||||||||||
Revolving Loan (8) | SOF Rate + | July 2028 | ||||||||||||||||||||||||||||||
| 2026 Term Loan | SOF Rate + | April 2026 | ||||||||||||||||||||||||||||||
| 2028 Term Loan I | SOF Rate + | July 2028 | ||||||||||||||||||||||||||||||
| 2028 Term Loan II | SOF Rate + | October 2028 (9) | ||||||||||||||||||||||||||||||
| Total Unsecured Debt | ||||||||||||||||||||||||||||||||
| Total Debt | ||||||||||||||||||||||||||||||||
| Unamortized Deferred Financing Costs and Discounts, net | ( | ( | ||||||||||||||||||||||||||||||
| Total Debt, net | $ | $ | ||||||||||||||||||||||||||||||
(1)The Effective Interest Rate is calculated on a weighted average basis, using the Actual/360 interest method (where applicable), and for unsecured debt, is inclusive of the Company's $750.0 million floating to fixed interest rate swaps which matured on July 1, 2025, which have the effect of converting SOFR to a weighted average fixed rate of 1.97 % (Note: The Company entered into forward-starting, floating to fixed interest rate swaps with a notional amount of $550.0 million. These swaps became effective July 1, 2025, mature July 1, 2029 and have the effect of converting SOFR to a weighted average fixed rate of 3.58 %. Refer to 6. Interest Contracts). The Effective Interest Rate is calculated based on the face value of debt outstanding (i.e., excludes debt premium/discount and debt financing costs). When adjusting for the effect of amortization of discounts/premiums and deferred financing costs, and excluding the impact of interest rate swaps, the Company’s weighted average effective interest rate was 6.14 %.
(2)Reflects the loan maturity dates as of June 30, 2025.
(3)The BOA II Loan has a fixed-rate of interest and is secured by four properties which are located in Chicago, Illinois; Columbus, Ohio; Las Vegas, Nevada; and Birmingham, Alabama.
(4)The Georgia Mortgage Loan has a fixed-rate of interest and is secured by a property in Savannah, Georgia.
(5)The Illinois Mortgage Loan has a fixed-rate of interest and is secured by a property in Chicago, Illinois.
(6)The Florida Mortgage Loan has a fixed-rate of interest and is secured by a property in Jacksonville, Florida.
(7)The Contractual Interest Rate for the Company’s unsecured debt uses the applicable Secured Overnight Financing Rate ("SOFR" or “SOF rate"). As of June 30, 2025, the applicable rates were 4.29 % (SOFR, as calculated per the credit facility), plus spreads of 1.40 % (2026 Term Loan), 1.75 % (2028 Term Loan I), 1.75 % (2028 Term Loan II), and 1.80 % (Revolving Loan) and a 0.1 % index.
(8)In April 2025, the Company made a $100.0 million paydown of its Revolving Loan.
(9)The 2028 Term Loan II has a contractual maturity of October 31, 2027. We have a one-year option to extend the maturity date to October 31, 2028, subject to certain conditions.
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PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Second Amended and Restated Credit Agreement
As of June 30, 2025, the Second Amended and Restated Credit Agreement dated as of April 30, 2019 as amended by the following documents (collectively, the “Second Amended and Restated Credit Agreement”): First Amendment to the Second Amended and Restated Credit Agreement dated as of October 1, 2020 (the “First Amendment”), Second Amendment to the Second Amended and Restated Credit Agreement dated as of December 18, 2020 (the “Second Amendment”), Third Amendment to the Second Amended and Restated Credit Agreement dated as of July 14, 2021 (the “Third Amendment”), Fourth Amendment to the Second Amended and Restated Credit Agreement dated as of April 28, 2022 (the “Fourth Amendment”), Fifth Amendment to the Second Amended and Restated Credit Agreement dated as of September 28, 2022 (the “Fifth Amendment”), Sixth Amendment to the Second Amended and Restated Credit Agreement dated as of November 30, 2022 (the “Sixth Amendment”), Seventh Amendment to the Second Amended and Restated Credit Agreement dated as of March 21, 2023 (the “Seventh Amendment”), Eighth Amendment to the Second Amended and Restated Credit Agreement dated as of July 25, 2024 (the “Eighth Amendment”) and Ninth Amendment to the Second Amended and Restated Credit Agreement dated as of October 31, 2024 (the “Ninth Amendment”), with KeyBank National Association (“KeyBank”) as administrative agent, and a syndicate of lenders, provided the Operating Partnership, as the borrower, with a $1.1 billion credit facility (with the right to elect to increase total commitments to $1.3 billion) consisting of (i) a $547.0 million senior unsecured revolving credit facility (the “Revolving Credit Facility”), under which the Operating Partnership has drawn $365.0 million (the “Revolving Loan”) maturing in July 2028, (ii) a $210.0 million senior unsecured term loan maturing in July 2028 (the “2028 Term Loan I”), (iii) a $175.0 million senior unsecured term loan maturing in October 2028, assuming the one-year extension option is exercised (the “2028 Term Loan II”) and (iv) a $150.0 million senior unsecured term loan maturing in April 2026 (the “2026 Term Loan” and together with the Revolving Loan, the 2028 Term Loan I and the 2028 Term Loan II, the “KeyBank Loans”).
The Second Amended and Restated Credit Agreement also provides the option, subject to obtaining additional commitments from lenders and certain other customary conditions, to increase the commitments under the Revolving Credit Facility, to increase the existing term loans and/or incur new term loans by up to an additional $218.0 million in the aggregate. As of June 30, 2025, the available undrawn capacity under the Revolving Credit Facility was $91.4 million.
Debt Covenant Compliance
Pursuant to the terms of the Company’s secured debt and the KeyBank Loans, the Operating Partnership, in consolidation with the Company, is subject to certain loan compliance covenants. There have been no significant changes in the Company’s debt covenants from what was disclosed in the Company’s most recent Annual Report on Form 10-K. The Company was in compliance with all of its debt covenants as of June 30, 2025.
Future Minimum Principal Payments
The following summarizes the future scheduled principal repayments of all loans as of June 30, 2025 per the loan terms discussed above:
As of June 30, 2025 | |||||
2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total principal | |||||
| Unamortized debt premium/(discount) | |||||
| Unamortized deferred loan costs | ( | ||||
| Total | $ | ||||
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PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
6. Interest Rate Contracts
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both business operations and economic conditions. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of debt funding and the use of derivative financial instruments. Specifically, the Company enters into interest rate hedging instruments (collectively, “Interest Rate Swaps”) to provide greater predictability in interest expense by protecting against potential increases in floating interest rates and allow for more precise budgeting, financial planning and forecasting. Interest Rate Swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company does not use derivatives for trading or speculative purposes.
Derivative Instruments
As of June 30, 2025 and December 31, 2024, the Company has Interest Rate Swaps in place to hedge the variable cash flows associated with its variable-rate debt (which consists of the KeyBank Loans as of both periods). The Interest Rate Swaps are cross-defaulted to other indebtedness of the Operating Partnership, if that indebtedness exceeds certain thresholds. The change in the fair value of the Interest Rate Swaps designated and qualifying as cash flow hedges is initially recorded in accumulated other comprehensive income (“AOCI”) and is subsequently reclassified into earnings through interest expense as interest payments are made on the Company's variable-rate debt.
The following table sets forth a summary of the Interest Rate Swaps at June 30, 2025 and December 31, 2024:
Fair Value (1) | Current Notional Amounts | |||||||||||||||||||||||||||||||||||||||||||
| Derivative Instrument | Effective Date | Maturity Date | Interest Strike Rate | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Current Interest Rate Swaps | ||||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 3/10/2020 | 7/1/2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 3/10/2020 | 7/1/2025 | ||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 3/10/2020 | 7/1/2025 | ||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2020 | 7/1/2025 | ||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2020 | 7/1/2025 | ||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2020 | 7/1/2025 | ||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2020 | 7/1/2025 | ||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Forward Interest Rate Swaps(2) | ||||||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2025 | 7/1/2029 | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2025 | 7/1/2029 | ( | |||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2025 | 7/1/2029 | ( | |||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2025 | 7/1/2029 | ( | |||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2025 | 7/1/2029 | ( | |||||||||||||||||||||||||||||||||||||||||
| Interest Rate Swap | 7/1/2025 | 7/1/2029 | ( | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1)The Company records all derivative instruments on a gross basis in the consolidated balance sheets, and accordingly there are no offsetting amounts that net assets against liabilities. As of June 30, 2025, derivatives in an asset or liability position are included in the line item “Interest rate swap asset” or “Interest rate swap liability”, respectively, in the consolidated balance sheets at fair value.
(2)In connection with the Eighth Amendment, the Operating Partnership entered into certain interest rate swaps, in the form of forward-starting, floating to fixed SOFR interest rate swaps with a notional amount of $550.0 million. These swaps became effective July 1, 2025, and mature July 1, 2029 and have the effect of converting SOFR to a weighted average fixed rate of 3.58 %.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
The following table sets forth the impact of the Interest Rate Swaps on the consolidated statements of operations for the periods presented:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Interest Rate Swaps in Cash Flow Hedging Relationship: | |||||||||||
| Amount of gain (loss) recognized in AOCI on derivatives | $ | $ | ( | ||||||||
| Amount reclassified from AOCI into earnings under “Interest expense” | $ | $ | |||||||||
| Total interest expense presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded | $ | $ | |||||||||
During the twelve months subsequent to June 30, 2025, the Company estimates that an additional $1.2 million of its income will be recognized from AOCI into earnings.
The Company is not required to post collateral related to these agreements.
7. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Other liabilities | $ | $ | |||||||||
| Interest payable | |||||||||||
| Deferred compensation | |||||||||||
| Prepaid tenant rent | |||||||||||
| Real estate taxes payable | |||||||||||
| Property operating expense payable | |||||||||||
| Accrued tenant improvements | |||||||||||
| Due to related parties | |||||||||||
| Accrued construction in progress | |||||||||||
| Total | $ | $ | |||||||||
8. Fair Value Measurements
The Company is required to disclose fair value information about all financial instruments, for which it is practicable to estimate fair value, whether or not recognized in the consolidated balance sheets. The Company measures and discloses the estimated fair value of financial assets and liabilities utilizing a fair value hierarchy that distinguishes between data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. This hierarchy consists of three broad levels, as follows: (i) quoted prices in active markets for identical assets or liabilities, (ii) “significant other observable inputs,” and (iii) “significant unobservable inputs.” “Significant other observable inputs” can include quoted prices for similar assets or liabilities in applicable markets, as well as inputs that are observable for the asset or liability, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. “Significant unobservable inputs” are typically based on an entity’s own assumptions, since there is little, if any, related market activity. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers between the levels in the fair value hierarchy during the three months ended June 30, 2025 and June 30, 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Recurring Measurements
The following table sets forth the assets and liabilities that the Company measures at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2025 and December 31, 2024:
| Assets/(Liabilities) | Total Fair Value | Quoted Prices in Active Markets for Identical Assets and Liabilities | Significant Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||
| Mutual Funds Asset | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest Rate Swap Liability | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Interest Rate Swap Asset | $ | $ | $ | $ | ||||||||||||||||||||||
| Mutual Funds Asset | $ | $ | $ | $ | ||||||||||||||||||||||
Nonrecurring Measurement - Real Estate Impairment
2025 Real Estate Impairments
During the six months ended June 30, 2025, the Company recorded real estate impairments of approximately $338.1 million related to 25 properties (refer to Note 3, Real Estate for further details). In determining the fair value of the properties, (i) for ten Office segment properties, the Company performed discounted cash flow analyses based on significant assumptions primarily relating to market rent, discount rates, and terminal capitalization rates, which the Company considered as Level 3 measurements within the fair value hierarchy and (ii) for 14 Office segment properties and one Industrial segment property, the Company based its determination on an estimated selling price per square foot based on quoted market values, which the Company considered as Level 2 measurements within the fair value hierarchy.
2024 Real Estate Impairments
During the six months ended June 30, 2024, the Company recorded real estate impairments of approximately $7.9 million related to two Other segment properties. The Company based its determination on an estimated selling price per square foot based on quoted market values, which the Company considered as Level 2 measurements within the fair value hierarchy.
| June 30, 2025 | June 30, 2024 | |||||||||||||||||||||||||
Range of Inputs | Fair Value Hierarchy | Office segment | Industrial segment | Other segment | ||||||||||||||||||||||
| Estimated selling price per square foot | Level 2 | $ | $ | $ | ||||||||||||||||||||||
| Market rent per square foot | Level 3 | $ | N/A | N/A | ||||||||||||||||||||||
| Terminal capitalization rates | Level 3 | N/A | N/A | |||||||||||||||||||||||
| Discount rates | Level 3 | N/A | N/A | |||||||||||||||||||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Nonrecurring Measurement - Goodwill Impairment
The Company’s goodwill has an indeterminate life and is not amortized. Goodwill is tested for impairment on October 1st of each year for each reporting unit, as applicable, or more frequently if events or changes in circumstances indicate that goodwill is more likely than not impaired. The Company performs a qualitative assessment to determine whether a potential impairment of goodwill exists prior to quantitatively estimating the fair value of each relevant reporting unit. If an impairment exists, the Company recognizes an impairment of goodwill based on the excess of the reporting unit’s carrying value compared to its fair value, up to the amount of goodwill for that reporting unit.
2025 Goodwill Impairment
There was no impairment of goodwill recorded for the six months ended June 30, 2025.
As of June 30, 2025, the Company’s remaining goodwill balance was $68.4 million, all of which was allocated to the Industrial segment. Refer to Note 14, Segment Reporting, for allocation of goodwill presented for each segment.
2024 Goodwill Impairment
During the six months ended June 30, 2024, the Company recorded a $4.6 million impairment of the goodwill allocated to the Other reporting unit. As a result of its Other segment sales during the period, the Company performed a quantitative assessment to estimate the fair value in the Other reporting unit. Based on the results, the Company concluded that it was more likely than not that the fair value of the Other reporting unit was less than the carrying amount, resulting in the goodwill impairment.
The Company estimated the fair value of the real estate in the Other segment by using the discounted cash flow method, which the Company considered as Level 3 measurements within the fair value hierarchy. The following is a summary of the quantitative fair value information used in the goodwill impairment calculation:
Range of Inputs | Reporting Unit: Other(1) | |||||||
| Market rent per square foot | $ | |||||||
| Discount rate | ||||||||
| Terminal capitalization rate | ||||||||
As part of the nonrecurring fair value measurement of secured debt within the goodwill impairment analysis, the Company determined that current borrowing rates available to the Company for debt instruments with similar terms and maturities ranged from 3.69 % to 7.90 %. The Company considered these inputs as Level 2 measurements within the fair value hierarchy. For the remaining assets and liabilities included within the goodwill impairment calculation, the Company determined that amounts within the consolidated financial statements approximated fair value.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Financial Instruments at Fair Value
Financial instruments as of June 30, 2025 and December 31, 2024 consisted of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, accrued expenses and other liabilities, and consolidated debt, as defined in Note 5, Debt. With the exception of the secured debt in the table below, the amounts of the financial instruments presented in the consolidated financial statements substantially approximate their fair value as of June 30, 2025 and December 31, 2024.
The fair value of the secured debt in the table below is estimated by discounting each loan’s principal balance over the remaining term of the loan using current borrowing rates available to the Company for debt instruments with similar terms and maturities. The Company determined that the secured debt valuation in its entirety is classified in Level 2 of the fair value hierarchy, as the fair value is based on current pricing for debt with similar terms as the in-place debt.
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Fair Value | Carrying Value (1) | Fair Value | Carrying Value (1) | ||||||||||||||||||||
| BOA II Loan | $ | $ | $ | $ | |||||||||||||||||||
| Florida Mortgage Loan | |||||||||||||||||||||||
| Georgia Mortgage Loan | |||||||||||||||||||||||
| Illinois Mortgage Loan | |||||||||||||||||||||||
| Total Secured Debt | $ | $ | $ | $ | |||||||||||||||||||
(1)The carrying values do not include the debt premium/(discount) or deferred financing costs as of June 30, 2025 and December 31, 2024. See Note 5, Debt, for details.
9. Equity
Common Equity
On April 13, 2023, the Company listed its common shares on the New York Stock Exchange (the “Listing”).
As of June 30, 2025, there were 36,789,879 common shares outstanding.
ATM Program
In August 2023, the Company entered into an at-the-market equity offering (the “ATM”) pursuant to which the Company may sell common shares up to an aggregate purchase price of $200.0 million. The Company may sell such shares in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of such shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Company’s common shares, and the Company’s determinations of its capital needs and the appropriate sources of funding. As of June 30, 2025, the Company has not sold any shares under the ATM.
Issuance of Restricted Shares - Long-Term Incentive Plan
On April 5, 2023, the Compensation Committee of the Board approved the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (as amended, the “Plan”) which provides for the grant of share-based awards to the Company’s non-employee trustees, executive officers and other full-time employees of the Company or any affiliate of the Company, and certain persons who perform bona fide consulting or advisory services for the Company or any affiliate of the Company.
Awards granted under the Plan may consist of restricted share units and restricted shares (together, “Restricted Shares”), share options, share appreciation rights, distribution equivalent rights, profit interests in the Operating Partnership, and other equity-based awards.
The share-based awards are measured at fair value at issuance and recognized as compensation expense over the vesting period. The maximum number of shares authorized under the Plan is 4,063,478 shares. As of June 30, 2025, 2,417,838 common shares remained for issuance pursuant to awards granted under the Plan.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
As of June 30, 2025 and June 30, 2024, there was $8.9 million and $10.3 million, respectively, of unrecognized compensation expense remaining, which vests between six months and approximately 2.5 years.
Total compensation expense related to Restricted Shares for the three months ended June 30, 2025 and June 30, 2024 was approximately $1.7 million and $2.2 million, respectively. Total compensation expense related to Restricted Shares for the six months ended June 30, 2025 and June 30, 2024 was approximately $3.2 million and $3.8 million, respectively.
The following table summarizes the activity of unvested Restricted Shares for the periods presented:
| Number of Unvested Shares of Restricted Shares | Weighted-Average Grant Date Fair Value per Share | |||||||||||||
| Balance at December 31, 2023 | ||||||||||||||
| Granted | $ | |||||||||||||
| Forfeited | ( | $ | ||||||||||||
| Vested | ( | $ | ||||||||||||
| Balance at December 31, 2024 | ||||||||||||||
| Granted | $ | |||||||||||||
| Forfeited | ( | $ | ||||||||||||
Vested (1) | ( | $ | ||||||||||||
| Balance as of June 30, 2025 | ||||||||||||||
(1) Total shares vested include 9,673 common shares that were withheld (i.e., forfeited) by employees during the six months ended June 30, 2025 to satisfy statutory tax withholding requirements associated with the vesting of Restricted Shares.
10. Noncontrolling Interests
Noncontrolling interests are OP Units owned by previously affiliated and unaffiliated third parties (the “limited partners”).
As of June 30, 2025, the limited partners of the Operating Partnership owned approximately 2.96 million OP Units consisting of approximately (i) 2.94 million OP Units, which were issued to previously affiliated parties and unaffiliated third parties in exchange for the contribution of certain properties to the Company and in connection with the Self-Administration Transaction (as defined in below), and (ii) 0.02 million OP Units, which were issued to unaffiliated third parties unrelated to property contributions.
As of June 30, 2025, assuming all OP Units held by the limited partners were converted to common shares, noncontrolling interests would constitute approximately 7.4 % of total shares outstanding and 7.5 % of weighted-average shares outstanding.
Subject to certain restrictions, all limited partners of the Operating Partnership have the right (the “Exchange Right”) to redeem their OP Units, pursuant and subject to the limited partnership agreement of the Operating Partnership and applicable contribution agreement, at an exchange price equal to the value of an equivalent number of common shares (“Share Value”). The Operating Partnership is obligated to satisfy the Exchange Right for cash equal to the Share Value unless the Company, as the general partner of the Operating Partnership, in its sole and absolute discretion, elects to directly (i) purchase the OP Units for cash equal to the Share Value or (ii) purchase the limited partner’s OP Units by issuing common shares of the Company for the OP Units, subject to certain transfer and ownership limitations included in the Company’s charter and the limited partnership agreement of the Operating Partnership.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
The following summarizes the activity for noncontrolling interests recorded as equity for the six months ended June 30, 2025 and June 30, 2024:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| Exchange of noncontrolling interests | ( | ( | |||||||||
| Distributions to noncontrolling interest | ( | ( | |||||||||
| Net (loss) income | ( | ||||||||||
| Other comprehensive (loss) income | ( | ( | |||||||||
| Ending balance | $ | $ | |||||||||
Redemption of OP Units from Self-Administration Transaction
In connection with the transaction that resulted in the internalization of management of Griffin Capital Essential Asset REIT, Inc. (our “Predecessor”) in December 2018 (the “Self-Administration Transaction”), Griffin Capital, LLC (“GC LLC”), an entity controlled by our former Executive Chairman, Kevin A. Shields, and affiliated with Griffin Capital Company, LLC (“GCC”), the sponsor of our Predecessor, received OP units (approximately 2.7 million taking into effect the 9 to 1 reverse split) as consideration in exchange for the sale to our Predecessor of the advisory, asset management and property management business of Griffin Capital Real Estate Company, LLC (n/k/a PKST Management Company, LLC, the “Management Company”). GC LLC assigned approximately 50 % of the OP Units received in connection with the Self-Administration Transaction to then participants in GC LLC’s long-term incentive plan. Mr. Shields is the plan administrator of such long-term incentive plan.
As previously disclosed, certain of our current and former employees and executive officers, including Michael Escalante, our Chief Executive Officer, and Javier Bitar, our Chief Financial Officer and Treasurer, were employed by affiliates of GC LLC prior to the Self-Administration Transaction and are therefore participants in a GC LLC ‘s long term incentive plan that made grants to such participants in connection with services rendered prior to the Self-Administration Transaction. Participants in GC LLC’s long-term incentive plan, including Messrs. Escalante and Bitar, are entitled to receive distributions from the long-term incentive plan in the form of either cash, common shares, or other property, or a combination thereof, as elected by the plan administrator.
The Listing required that certain awards under GC LLC’s long-term incentive plan be settled during the fourth quarter 2023 and in four annual installments thereafter, unless waived or modified.
On December 15, 2023, GC LLC settled the first of such installments by electing to redeem 209,954 OP Units, and we satisfied such redemption request with our common shares. On December 23, 2024, GC LLC settled the second installment by electing to redeem 213,043 OP Units, and we satisfied such redemption request with our common shares.
If GC LLC elects to redeem additional OP Units for further installments, the Company intends to satisfy such redemption request with our common shares. Any future redemption of OP Units in exchange for common shares would have no economically dilutive effect on our common shareholders.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
11. Related Party Transactions
| Incurred for the Six Months Ended | Payable as of | ||||||||||||||||||||||
| June 30, | June 30, | December 31, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Expensed | |||||||||||||||||||||||
| Office rent and related expenses | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Distributions | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Office Sublease
The Operating Partnership is party to a sublease agreement dated March 25, 2022 with GCC (as amended, the “El Segundo Sublease”) for the building located at 1520 E. Grand Ave, El Segundo, CA (the “Building”) which is the location of the Company’s corporate headquarters and where the Company conducts day-to-day business. The Building is part of a campus that contains other buildings and parking (the “Campus”). The El Segundo Sublease also entitles the Company to use certain common areas on the Campus. The Campus is owned by GCPI, LLC (“GCPI”), and the Building is master leased by GCPI to GCC. GCC is the sublessor under the El Segundo Sublease. GCC is controlled by, and GCPI is affiliated with the Company’s former Executive Chairman, who beneficially owns more than 5 % of our common shares.
As of June 30, 2025, the El Segundo sublease has an expiration date of June 30, 2026 and a monthly base rent of $0.04 million, subject to annual escalations of 3 %.
As of June 30, 2025, the right-of-use lease asset and liability related to the El Segundo Sublease was approximately $0.5
12. Leases
Lessor
The Company, as Lessor, leases industrial and office space to tenants primarily under leases classified as non-cancelable operating leases that generally contain provisions for contractual base rents plus reimbursement for certain recoverable operating expenses including, without limitation, real estate taxes, insurance, common area maintenance (“Recoverable Operating Expenses”). Total contractual base rent payments are recognized in rental income on a straight-line basis over the term of the related lease. Estimated reimbursements from tenants for Recoverable Operating Expenses are recognized in rental income in the period that the expenses are incurred.
The Company recognized $47.8 million and $49.2 million of lease income related to operating lease payments for the three months ended June 30, 2025 and June 30, 2024, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
The Company's current third-party tenant leases have expirations ranging from 2025 to 2044. The following table (i) sets forth undiscounted cash flows for future contractual base rents to be received under operating leases as of June 30, 2025, and (ii) excludes estimated reimbursements of Recoverable Operating Expenses:
| June 30, 2025 | |||||
| Remaining 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
Lessee - Ground Leases
As of June 30, 2025, the Company is the tenant (lessee) under (i) three ground leases classified as operating leases, and (ii) two ground leases classified as financing leases. Each of these ground leases were assigned to the Company as part of its acquisition of the applicable assets and no incremental costs were incurred for such ground leases. These ground leases are classified as non-cancelable and contain no renewal options.
Lessee - Office Leases
As of June 30, 2025, the Operating Partnership or a wholly-owned subsidiary is the tenant (lessee) under the following two office space leases, each of which is classified as a non-cancelable operating lease: (i) the El Segundo Sublease described in Note 11, Related Party Transactions, above, and (ii) a lease for its office space in Chicago, Illinois (“Chicago Office Lease”).
Lessee Summary - Ground Leases and Office Leases
For ground leases and office leases in which the Company is a lessee, the Company incurred costs of approximately $1.9 million and $1.9 million for the six months ended June 30, 2025 and June 30, 2024, respectively, which are included in “Property operating expense” and “Corporate operating expenses to related parties,” as applicable, in the accompanying consolidated statement of operations. Total cash paid for amounts included in the measurement of operating lease liabilities was $1.1 million and $1.1 million for the six months ended June 30, 2025 and June 30, 2024, respectively.
The following table sets forth the weighted-average for the lease term and the discount rate for the ground leases and office leases in which the Company is a lessee as of June 30, 2025:
| As of June 30, 2025 | |||||||||||
| Lease Term and Discount Rate | Operating | Financing | |||||||||
| Weighted-average remaining lease term in years | |||||||||||
Weighted-average discount rate (1) | |||||||||||
(1)Because the rate implicit in each of the Company's leases was not readily determinable, the Company used an incremental borrowing rate. In determining the Company's incremental borrowing rate at the commencement of each lease, the Company considered rates on secured borrowings, observable risk-free interest rates and credit spreads correlating to the Company's creditworthiness, the impact of collateralization and the term of each of the Company's lease agreements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
Maturities of lease liabilities as of June 30, 2025 were as follows:
| As of June 30, 2025 | |||||||||||
| Operating | Financing | ||||||||||
| 2025 | $ | $ | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| Thereafter | |||||||||||
| Total undiscounted lease payments | |||||||||||
| Less: imputed interest | ( | ( | |||||||||
| Total lease liabilities | $ | $ | |||||||||
13. Commitments and Contingencies
Capital Expenditure Projects, Leasing, and Tenant Improvement Commitments
As of June 30, 2025 the Company had an aggregate remaining contractual commitment for capital expenditure projects, leasing commissions and tenant improvements of approximately $6.2 million.
Litigation
From time to time, the Company may become subject to legal and regulatory proceedings, claims and litigation arising in the ordinary course of business. The Company is not a party to, nor is the Company aware of any material pending legal proceedings nor is property of the Company subject to any material pending legal proceedings.
Environmental Matters
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters in the ordinary course of business. As of June 30, 2025, the Company is not aware of any environmental condition that it believes will have a material adverse effect on the results of operations.
14. Segment Reporting
Segment Profit/(Loss) Measures
Michael Escalante, the Company's Chief Executive Officer, has been identified as the chief operating decision maker (“CODM”). The CODM evaluates the Company's portfolio and assesses the ongoing operations and performance of its properties utilizing the following reportable segments: Industrial and Office. The Industrial segment consists of i) IOS properties which have a low building-to-land ratio, or low coverage, maximizing yard space for the display, movement, and storage of materials and equipment and ii) traditional industrial assets, which include distribution, warehouse and light manufacturing properties. The Office segment includes office, R&D and data center properties.
The CODM evaluates performance of each segment based on segment net operating income (“NOI”), which is defined as property revenue less property expenses. This measure is used by the CODM to make decisions about resource allocation and evaluate the financial performance of each segment. Segment NOI is not a measure of operating income or cash flows from operating activities, is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate segment profit measures in the same manner. The Company considers segment NOI to be an appropriate supplemental measure to net income or loss because it assists both investors and management in understanding the core operations of our properties.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amount)
The following table presents segment NOI and net (loss) income for the three and six months ended June 30, 2025 and June 30, 2024 is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 (1) | 2025 | 2024 | |||||||||||||||||||||||
Industrial | ||||||||||||||||||||||||||
| Total Industrial revenues | $ | $ | $ | $ | ||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||
Industrial property operating expense (2) | ||||||||||||||||||||||||||
Industrial property tax expense (2) | ||||||||||||||||||||||||||
Industrial NOI | ||||||||||||||||||||||||||
Office | ||||||||||||||||||||||||||
| Total Office revenues | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
Office property operating expense (2) | ||||||||||||||||||||||||||
Office property tax expense (2) | ||||||||||||||||||||||||||
Office NOI | ||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||
| Total Other revenues | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
Other property operating expense (2) | ||||||||||||||||||||||||||
Other property tax expense (2) | ||||||||||||||||||||||||||
Other NOI | ||||||||||||||||||||||||||
Total NOI | $ | $ | $ | $ | ||||||||||||||||||||||
| Unallocated amounts: | ||||||||||||||||||||||||||
Depreciation and amortization (3) | ( | ( | ( | ( | ||||||||||||||||||||||
Real estate impairment provision (3) | ( | ( | ( | ( | ||||||||||||||||||||||
General and administrative expenses (4) | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
Other income, net | ||||||||||||||||||||||||||
| Net (loss) gain from disposition of assets | ( | ( | ( | |||||||||||||||||||||||
| Goodwill impairment provision | ( | |||||||||||||||||||||||||
| Corporate operating expenses to related parties | ( | ( | ( | ( | ||||||||||||||||||||||
| Transaction expenses | ( | ( | ||||||||||||||||||||||||
Net (loss) income | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
(1)On December 31, 2024, the Company sold the final property in its Other segment, and as a result, the Other segment was eliminated. Amounts presented herein reflect the Company’s ownership of Other segment properties through December 31, 2024. The Other segment consisted of vacant and non-core properties, together with other properties in the same cross-collateralized loan pool.
(2)The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)Asset value information by segment are not reported because the CODM does not use these measures to assess performance or make decisions to allocate resources; therefore, depreciation and amortization expense and asset impairment are not allocated among segments. Refer to Segment Reporting sections below, for allocation of real estate assets and goodwill presented for each segment.
(4)General and administrative expenses are not reported by segment because the CODM evaluates these expenses at the corporate level and does not use this measure on a segment-by-segment basis for performance assessment or resource allocation decisions; therefore, general and administrative expenses are not allocated among segments.
A reconciliation of net income (loss) to NOI for the three and six months ended June 30, 2025 and June 30, 2024 is as follows:
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PEAKSTONE REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amount)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Reconciliation of Net Income (Loss) to Total NOI | ||||||||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Corporate operating expenses to related parties | ||||||||||||||||||||||||||
| Real estate impairment provision | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss (gain) from disposition of assets | ( | |||||||||||||||||||||||||
| Goodwill impairment provision | ||||||||||||||||||||||||||
| Transaction expenses | ||||||||||||||||||||||||||
| Total NOI | $ | $ | $ | $ | ||||||||||||||||||||||
The following table presents the Company’s goodwill by segment as of June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Goodwill | ||||||||||||||
| Industrial | $ | $ | ||||||||||||
| Total Goodwill | $ | $ | ||||||||||||
The following table presents the Company’s total real estate assets, net, which includes accumulated depreciation and amortization and excludes intangibles, for each segment as of June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Industrial Real Estate, net | ||||||||||||||
| Total real estate | $ | $ | ||||||||||||
| Accumulated depreciation and amortization | ( | ( | ||||||||||||
| Industrial real estate, net | ||||||||||||||
| Office Real Estate, net | ||||||||||||||
| Total real estate | ||||||||||||||
| Accumulated depreciation and amortization | ( | ( | ||||||||||||
| Office real estate, net | ||||||||||||||
| Total Real Estate, net | $ | $ | ||||||||||||
| Total Real Estate Held for Sale, net | ||||||||||||||
| Total real estate | $ | $ | ||||||||||||
| Accumulated depreciation and amortization | ( | |||||||||||||
| Real estate held for sale, net | $ | $ | ||||||||||||
15. Declaration of Dividends and Distributions
On May 6, 2025, the Board declared an all-cash dividend for the quarter ended June 30, 2025 in the amount of $0.225 per common share and an all-cash distribution in the amount of $0.225 per OP Unit. The Company paid such amounts on July 17, 2025 to shareholders and holders of OP Units of record as of June 30, 2025.
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PEAKSTONE REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited; dollars in thousands unless otherwise noted and excluding per share amounts)
16. Subsequent Events
Declaration of Dividends and Distributions
On August 5, 2025, the Board declared an all-cash dividend for the quarter ended September 30, 2025 in the amount of $0.10 per common share and all-cash distribution in the amount of $0.10 per OP Unit. Such amounts are payable on or about October 17, 2025 to shareholders and holders of OP Units of record as of September 30, 2025.
Acquisitions
Subsequent to quarter-end, the Company acquired two IOS properties for $52.4 million. The acquisitions include (i) a $42.0 million acquisition of a 27.0 usable acre IOS property located in Smyrna, GA, which was 100 % leased at closing to two tenants with a 5.0 -year weighted average lease term (“WALT”); and a (ii) $10.4 million acquisition of a 9.2 usable acre IOS property located in Port Charlotte, FL, which was 100 % leased at closing to three tenants with a 6.8 -year WALT.
Dispositions
Subsequent to quarter-end, the Company sold two Office segment properties located in Platteville, CO and Andover, MA for an aggregate gross sales price of $23.6 million.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Company’s consolidated financial statements and the notes thereto contained in Part I of this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements, and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Overview
Peakstone Realty Trust (“PKST” or the “Company”) is a real estate investment trust executing a strategic transition to become an industrial-only REIT, targeting growth in the industrial outdoor storage (“IOS”) sector. As part of this transition, the Company is actively reshaping its portfolio by divesting its office properties and increasing its exposure to IOS.
PKST OP, L.P., our operating partnership (the “Operating Partnership”), owns, directly and indirectly all of the Company’s assets. As of June 30, 2025, the Company owned, directly and indirectly through a wholly-owned subsidiary, approximately 92.6% of the outstanding common units of limited partnership interest in the Operating Partnership (“OP Units”).
As of June 30, 2025, the Company’s portfolio was comprised of 94 properties, consisting of 89 operating properties and five redevelopment properties (those designated for redevelopment or repositioning) reported in two segments – Industrial and Office.
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Revenue Concentration
The Company presents the following concentrations based on Annualized Base Rent (“ABR”), which is calculated as the monthly contractual base rent for leases that have commenced as of the end of the quarter, excluding rent abatements, multiplied by 12 months and deducting base year operating expenses for gross and modified leases, unless otherwise specified. For leases in effect at the end of any quarter that provide for rent abatement during the last month of that quarter, the Company used the monthly contractual base rent payable following expiration of the abatement period.
By State:
The percentage of ABR by state for the Company’s portfolio as of June 30, 2025 is presented as follows (dollars in thousands):
| State | ABR (unaudited) | Number of Properties | Percentage of ABR | |||||||||||||||||
| Arizona | $ | 20,458 | 5 | 12.2 | % | |||||||||||||||
| Colorado | 14,095 | 4 | 8.4 | |||||||||||||||||
| Massachusetts | 12,865 | 3 | 7.7 | |||||||||||||||||
| California | 12,797 | 2 | 7.6 | |||||||||||||||||
| New Jersey | 11,773 | 8 | 7.0 | |||||||||||||||||
| Florida | 10,945 | 8 | 6.5 | |||||||||||||||||
| Ohio | 10,767 | 4 | 6.4 | |||||||||||||||||
| Tennessee | 10,348 | 7 | 6.2 | |||||||||||||||||
| Alabama | 9,597 | 1 | 5.7 | |||||||||||||||||
| Illinois | 9,430 | 4 | 5.6 | |||||||||||||||||
| Subtotal | $ | 123,075 | 46 | 73.3 | % | |||||||||||||||
All Others (1) | 44,921 | 48 | 26.7 | |||||||||||||||||
| Total | $ | 167,996 | 94 | 100.0 | % | |||||||||||||||
(1) “All others” account for less than 4.9% of ABR on an individual state basis.
By Industry:
The percentage of ABR by industry for the Company’s portfolio as of June 30, 2025 is presented as follows (dollars in thousands):
Industry (1) | ABR (unaudited) | Number of Lessees | Percentage of ABR | |||||||||||||||||
| Capital Goods | $ | 34,155 | 24 | 20.3 | % | |||||||||||||||
| Consumer Discretionary Distribution & Retail | 19,833 | 4 | 11.8 | |||||||||||||||||
| Materials | 19,381 | 6 | 11.5 | |||||||||||||||||
| Food, Beverage & Tobacco | 17,237 | 3 | 10.3 | |||||||||||||||||
| Consumer Services | 11,340 | 2 | 6.8 | |||||||||||||||||
| Health Care Equipment & Services | 10,144 | 3 | 6.0 | |||||||||||||||||
| Utilities | 9,597 | 1 | 5.7 | |||||||||||||||||
| Consumer Durables & Apparel | 7,832 | 2 | 4.7 | |||||||||||||||||
| Transportation | 7,231 | 13 | 4.3 | |||||||||||||||||
| Technology Hardware & Equipment | 5,474 | 2 | 3.3 | |||||||||||||||||
| Subtotal | $ | 142,224 | 60 | 84.7 | % | |||||||||||||||
All Others (2) | 25,772 | 13 | 15.3 | |||||||||||||||||
| Total | $ | 167,996 | 73 | 100.0 | % | |||||||||||||||
(1) Industry classification based on the Global Industry Classification Standard.
(2) “All others” account for less than 3.1% of total ABR on an individual industry basis.
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Top Ten Tenants:
No lessee or property generated more than 7.1% of our total ABR as of June 30, 2025. The top 10 tenants by ABR for the Company’s portfolio as of June 30, 2025 is presented as follows (dollars in thousands):
| Tenant | ABR (unaudited) | Percentage of ABR | ||||||||||||
| Keurig Dr. Pepper | $ | 11,897 | 7.1 | % | ||||||||||
| Amazon | 10,003 | 6.0 | ||||||||||||
| Southern Company Services | 9,597 | 5.7 | ||||||||||||
| Maxar | 7,916 | 4.7 | ||||||||||||
| Freeport McMoRan | 7,867 | 4.7 | ||||||||||||
| RH | 7,637 | 4.5 | ||||||||||||
| McKesson | 6,433 | 3.8 | ||||||||||||
| Travel & Leisure, Co. | 6,032 | 3.6 | ||||||||||||
| IGT | 5,308 | 3.2 | ||||||||||||
| International Paper Company | 5,234 | 3.1 | ||||||||||||
| Subtotal | $ | 77,924 | 46.4 | % | ||||||||||
All Others (1) | 90,072 | 53.6 | ||||||||||||
| Total | $ | 167,996 | 100.0 | % | ||||||||||
(1) “All others” account for less than 3.1% of ABR on an individual tenant basis.
Lease Expirations:
The tables below provide a summary of our upcoming lease expirations in our portfolio, excluding unexercised renewal options and early termination rights.
As of June 30, 2025, the lease expirations by ABR for the Company’s portfolio are presented as follows (dollars in thousands):
Year of Lease Expiration (1) | ABR (unaudited) | Percentage of Annualized Base Rent | ||||||||||||
| 2025 | $ | 402 | 0.2 | % | ||||||||||
| 2026 | 10,194 | 6.1 | ||||||||||||
| 2027 | 18,529 | 11.0 | ||||||||||||
| 2028 | 18,228 | 10.9 | ||||||||||||
| 2029 | 32,547 | 19.4 | ||||||||||||
| 2030 | 27,684 | 16.5 | ||||||||||||
| 2031 | 17,856 | 10.6 | ||||||||||||
| 2032 | 11,551 | 6.9 | ||||||||||||
| 2033 | 9,701 | 5.8 | ||||||||||||
| 2034 | 1,741 | 1.0 | ||||||||||||
>2034 | 19,563 | 11.6 | ||||||||||||
| Total | $ | 167,996 | 100.0 | % | ||||||||||
(1) Expirations that occur on the last day of the year are shown as expiring in the subsequent year.
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As of June 30, 2025, the lease expirations for leases based on square footage are presented as follows:
Year of Lease Expiration (1) | ABR (unaudited in thousands) | Percentage of ABR | Number of Leases | Approx. Square Feet | ABR (per square foot) (2) | Annualized Net Effective Base Rent (per square foot) (3) | ||||||||||||||||||||||||||||||||
| 2025 | $ | 66 | — | % | 1 | 2,500 | $ | 26.40 | $ | 24.80 | ||||||||||||||||||||||||||||
| 2026 | 7,790 | 5.4 | 2 | 1,154,500 | 6.75 | 6.37 | ||||||||||||||||||||||||||||||||
| 2027 | 14,132 | 9.8 | 6 | 538,700 | 26.23 | 24.62 | ||||||||||||||||||||||||||||||||
| 2028 | 13,784 | 9.6 | 6 | 1,629,100 | 8.46 | 8.03 | ||||||||||||||||||||||||||||||||
| 2029 | 30,450 | 21.2 | 7 | 2,015,100 | 15.11 | 12.55 | ||||||||||||||||||||||||||||||||
| 2030 | 25,947 | 18.1 | 4 | 2,311,700 | 11.22 | 10.94 | ||||||||||||||||||||||||||||||||
| 2031 | 14,039 | 9.8 | 3 | 1,261,500 | 11.13 | 11.12 | ||||||||||||||||||||||||||||||||
| 2032 | 9,306 | 6.5 | 4 | 1,333,900 | 6.98 | 7.22 | ||||||||||||||||||||||||||||||||
| 2033 | 8,466 | 5.9 | 4 | 1,454,900 | 5.82 | 5.99 | ||||||||||||||||||||||||||||||||
| 2034 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| >2034 | 19,563 | 13.7 | 7 | 1,512,900 | 12.93 | 15.13 | ||||||||||||||||||||||||||||||||
| Vacant | — | — | — | 60,000 | — | — | ||||||||||||||||||||||||||||||||
Total / Weighted Average | $ | 143,543 | 100.0 | % | 44 | 13,274,800 | $ | 10.86 | $ | 10.56 | ||||||||||||||||||||||||||||
(1)Expirations that occur on the last day of the year are shown as expiring in the subsequent year.
(2)ABR (per square foot) is calculated as (i) ABR divided by (ii) square footage under lease as of the end of the quarter.
(3)Annualized Net Effective Base Rent (per square foot) is calculated as (i) the contractual base rent for leases that have commenced as of the end of the quarter calculated on a straight-line basis, including amortization of rent abatements, but without regard to tenant improvement allowances and leasing commissions, and deducting base year operating expenses for gross and modified gross leases, unless otherwise specified, multiplied by 12 months divided by (ii) square footage under lease as of the end of the end of the quarter. Rent abatements include rent credits that are granted from time to time in connection with unused tenant improvement allowances.
As of June 30, 2025, the lease expirations for leases based on usable acreage are presented as follows:
Year of Lease Expiration (1) | ABR (unaudited, in thousands) | Percentage of Annualized Base Rent | Number of Leases | Approx. Usable Acres | ABR (per usable acre) (2) | Annualized Net Effective Base Rent (per usable acre) (3) | ||||||||||||||||||||||||||||||||
| 2025 | $ | 336 | 1.4 | % | 1 | 9 | $ | 37,333 | $ | 38,506 | ||||||||||||||||||||||||||||
| 2026 | 2,404 | 9.8 | 7 | 29 | 82,897 | 82,016 | ||||||||||||||||||||||||||||||||
| 2027 | 4,397 | 18.0 | 12 | 62 | 70,919 | 73,137 | ||||||||||||||||||||||||||||||||
| 2028 | 4,444 | 18.2 | 9 | 91 | 48,835 | 50,871 | ||||||||||||||||||||||||||||||||
| 2029 | 2,097 | 8.6 | 5 | 37 | 56,676 | 59,820 | ||||||||||||||||||||||||||||||||
| 2030 | 1,737 | 7.1 | 4 | 21 | 82,714 | 95,190 | ||||||||||||||||||||||||||||||||
| 2031 | 3,817 | 15.6 | 3 | 64 | 59,641 | 64,421 | ||||||||||||||||||||||||||||||||
| 2032 | 2,245 | 9.2 | 4 | 23 | 97,609 | 123,407 | ||||||||||||||||||||||||||||||||
| 2033 | 1,235 | 5.1 | 2 | 20 | 61,750 | 68,750 | ||||||||||||||||||||||||||||||||
| 2034 | 1,741 | 7.0 | 1 | 37 | 47,054 | 70,324 | ||||||||||||||||||||||||||||||||
| >2034 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Vacant | — | — | — | 2 | — | — | ||||||||||||||||||||||||||||||||
Redevelopment properties (4) | — | — | — | 45 | — | — | ||||||||||||||||||||||||||||||||
Total / Weighted Average | $ | 24,453 | 100.0 | % | 48 | 440 | $ | 62,221 | $ | 68,832 | ||||||||||||||||||||||||||||
(1)Expirations that occur on the last day of the year are shown as expiring in the subsequent year.
(2)ABR (per usable acre) is calculated as (i) ABR divided by (ii) usable acreage under lease as of the end of the quarter.
(3)Annualized Net Effective Base Rent (per usable acre) is calculated as (i) the contractual base rent for leases that have commenced as of the end of the quarter calculated on a straight-line basis, including amortization of rent abatements, but without regard to tenant improvement allowances and leasing commissions, and deducting base year operating expenses for gross and modified gross leases, unless otherwise specified, multiplied by 12 months divided by (ii) usable acreage under lease as of the end of the quarter. Rent abatements include rent credits that are granted from time to time in connection with unused tenant improvement allowances.
(4)Represents unleased space at redevelopment properties.
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Leasing Information - Operating Portfolio
As of June 30, 2025 we estimate that the current average market rental rates for all leases in our operating portfolio that are scheduled to expire within the next four years are: (i) for our Industrial segment, approximately 30% to 35% greater than the weighted average in-place cash rental rates; and (ii) for our Office segment, approximately 5% to 10% less than the weighted average in-place cash rental rates.
Our estimates regarding current average market rental rates are based on our internal analysis and/or third-party broker input, when available, and there is no assurance that these estimates will prove to be accurate. Market rental rates and the demand for our properties are impacted by general economic conditions, including the pace of economic growth, inflation, interest rates, and labor market and demographic trends in the submarkets in which our properties are located. Therefore, there is no assurance that expiring leases will be renewed or that available space will be re-leased above, below or at current market rental rates.
For the three months ended June 30, 2025, there were no new leases executed or commenced within our portfolio.
Results of Operations
Overview
Our strategic focus is to become an industrial REIT with growth in the IOS subsector as a key component of our long-term plan. While our current industrial portfolio includes both IOS and traditional industrial assets, we are prioritizing expansion within the IOS subsector, supported by strong market fundamentals and compelling growth potential. To support this evolution, we are actively divesting non-core assets—with particular emphasis on the disposition of office properties—to enhance the performance of our portfolio. We remain committed to a balanced approach to capital allocation—prioritizing IOS investments while maintaining prudent management of leverage.
Business Environment
Real estate investors continue to closely monitor current market conditions, which are shaped by a mix of economic factors, geopolitical tensions, and changes in monetary and trade policies, including tariffs. Despite the uncertainty, general market sentiment seems to be improving.
In the industrial sector, trends including onshoring and nearshoring of manufacturing and warehousing operations, a predicted rise in U.S. industrial production, and the continued growth of e-commerce are anticipated to drive sustained demand for our properties and the sector as a whole. Major supply factors include the slowing pace of construction, limited quantity of existing sites zoned for broad industrial uses, increasing resistance from municipalities for new industrial development and steady redevelopment of infill properties into other uses, all of which are expected to decrease supply. Although vacancy rates are higher compared to recent years, we believe the combination of long-term demand drivers and supply constraints will benefit strong long-term demand for industrial real estate.
In the office sector, market conditions have become more conducive to transaction activity through the first half of 2025, supported by stabilizing fundamentals and the selective return of institutional investors and real estate funds. Debt market liquidity has also improved, particularly for higher-quality assets, with increased participation from both traditional lenders and alternative capital providers such as private credit funds and high-yield debt platforms. If current liquidity trends persist and investor sentiment continues to recover, interest in well-located, high-quality office properties—particularly those critical to tenant operations—is expected to remain steady or improve.
For a discussion of material trends and uncertainties that have impacted or may impact the Company’s financial condition, results of operations or cash flows, see (i) the discussion above, (ii) the risks highlighted in the “Cautionary Note Regarding Forward-Looking Statements” section of this Quarterly Report on Form 10-Q, and (iii) the risks highlighted in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K.
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Segment Information
Michael Escalante, the Company's Chief Executive Officer, is identified as the chief operating decision maker ("CODM"). The CODM evaluates the Company's portfolio and assesses the ongoing operations and performance of its properties utilizing the following reportable segments: Industrial and Office. The Industrial segment consists of i) industrial outdoor storage (“IOS”) properties which have a low building-to-land ratio, or low coverage, maximizing yard space for the display, movement, and storage of materials and equipment and ii) traditional industrial assets, which include distribution, warehouse and light manufacturing properties. The Office segment includes office, R&D and data center properties.
The CODM evaluates performance of each segment based on segment net operating income (“NOI”), which is defined as property revenue less property expenses. The Company excludes the following from segment NOI because they are addressed on a corporate level: (i) depreciation and amortization, (ii) real estate impairment, and (iii) general administrative expenses. Segment NOI is not a measure of operating income or cash flows from operating activities, is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate segment profit measures in the same manner. The Company considers segment NOI to be an appropriate supplemental measure to net income or loss because it assists both investors and management in understanding the core operations and valuations of our properties.
On December 31, 2024, the Company sold the final property in its Other segment (i.e., vacant and non-core properties, together with other properties in the same cross-collateralized loan pool), and as a result, the Other segment was eliminated. Amounts presented herein reflect the Company’s ownership of Other segment properties through December 31, 2024, which were also evaluated by the CODM based on segment NOI.
Reconciliation of Net Income (Loss) to Same Store NOI
Total net (loss) income for the three months ended June 30, 2025 and June 30, 2024 was $(286.8) million and $(4.1) million, respectively. The following table reconciles net (loss) income to Same Store NOI for the three and six months ended June 30, 2025 and June 30, 2024 (dollars in thousands). Refer to the NOI and Cash NOI sections for further details:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Reconciliation of Net (Loss) Income to Same Store NOI | ||||||||||||||||||||||||||
Net (loss) income | $ | (286,760) | $ | (4,101) | $ | (340,162) | $ | 1,369 | ||||||||||||||||||
| General and administrative expenses | 8,449 | 9,116 | 17,001 | 18,796 | ||||||||||||||||||||||
| Corporate operating expenses to related parties | 141 | 169 | 281 | 336 | ||||||||||||||||||||||
| Real estate impairment provision | 286,126 | 6,505 | 338,083 | 7,881 | ||||||||||||||||||||||
| Depreciation and amortization | 23,370 | 22,998 | 48,809 | 46,413 | ||||||||||||||||||||||
| Interest expense | 15,135 | 15,845 | 31,112 | 31,994 | ||||||||||||||||||||||
| Other income, net | (2,335) | (5,167) | (3,469) | (9,213) | ||||||||||||||||||||||
| Loss (gain) from disposition of assets | 1,066 | 57 | 1,545 | (9,120) | ||||||||||||||||||||||
| Goodwill impairment provision | — | — | — | 4,594 | ||||||||||||||||||||||
| Transaction expenses | 200 | — | 391 | — | ||||||||||||||||||||||
| Total NOI | $ | 45,392 | $ | 45,422 | $ | 93,591 | $ | 93,050 | ||||||||||||||||||
| Same Store Adjustments: | ||||||||||||||||||||||||||
Adjustment for Acquired Properties (1) | (8,156) | — | (16,081) | — | ||||||||||||||||||||||
Adjustment for Disposed Properties (2) | (1,882) | (10,524) | (7,011) | (23,813) | ||||||||||||||||||||||
| Corporate related adjustment | 11 | (26) | 13 | (43) | ||||||||||||||||||||||
| Total Same Store NOI | $ | 35,365 | $ | 34,872 | $ | 70,512 | $ | 69,194 | ||||||||||||||||||
(1) “Acquired Properties” represent (a) for 2024, all properties acquired by the Company from July 1, 2023 through June 30, 2024; and (b) for 2025, all properties acquired by the Company from July 1, 2024 through June 30, 2025.
(2) “Disposed Properties” represent (a) for 2024, all properties sold or disposed of from January 1, 2024 through June 30, 2024; and (b) for 2025, all properties sold or disposed from January 1, 2025 through June 30, 2025.
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Same Store Analysis
Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024
For the three months ended June 30, 2025, our “Same Store” portfolio consisted of 43 properties, including 19 Industrial segment properties and 24 Office segment properties, encompassing approximately 13.3 million square feet. Our Same Store portfolio includes properties which were held in-service for a full period for all periods presented. Thus, the portfolio of 51 industrial outdoor storage properties acquired on November 4, 2024 (“IOS Portfolio”) is excluded for all periods presented. The following table provides a comparative summary of the results of operations for our Same Store portfolio for the three months ended June 30, 2025 and June 30, 2024 (dollars in thousands):
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||||||||||||
| Industrial Same Store NOI | ||||||||||||||||||||||||||
| Total Industrial revenues | $ | 15,008 | $ | 14,554 | $ | 454 | 3 | % | ||||||||||||||||||
| Industrial operating expenses | (2,090) | (1,700) | 390 | 23 | % | |||||||||||||||||||||
| Industrial Same Store NOI | 12,918 | 12,854 | 64 | — | % | |||||||||||||||||||||
| Office Same Store NOI | ||||||||||||||||||||||||||
| Total Office revenues | 27,658 | 26,928 | 730 | 3 | % | |||||||||||||||||||||
| Office operating expenses | (5,211) | (4,910) | 301 | 6 | % | |||||||||||||||||||||
| Office Same Store NOI | 22,447 | 22,018 | 429 | 2 | % | |||||||||||||||||||||
| Total Same Store NOI | $ | 35,365 | $ | 34,872 | $ | 493 | 1 | % | ||||||||||||||||||
Same Store NOI
Total Same Store NOI increased by $0.5 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Industrial Same Store NOI was materially consistent for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Office Same Store NOI increased $0.4 million primarily due to a lease commencement in 2024 and the timing of certain expense recoveries in the current period.
Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
For the six months ended June 30, 2025, our “Same Store” portfolio consisted of 43 properties, including 19 Industrial segment properties and 24 Office segment properties, encompassing approximately 13.3 million square feet. Our Same Store portfolio includes properties which were held in-service for a full period for all periods presented. Thus, the portfolio of 51 industrial outdoor storage properties acquired on November 4, 2024 (IOS Portfolio) is excluded for all periods presented. The following table provides a comparative summary of the results of operations for our Same Store portfolio for the six months ended June 30, 2025 and June 30, 2024 (dollars in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||||||||||||
| Industrial Same Store NOI | ||||||||||||||||||||||||||
| Total Industrial revenues | $ | 30,066 | $ | 29,387 | $ | 679 | 2 | % | ||||||||||||||||||
| Industrial operating expenses | (4,262) | (4,018) | 244 | 6 | % | |||||||||||||||||||||
| Industrial Same Store NOI | 25,804 | 25,369 | 435 | 2 | % | |||||||||||||||||||||
| Office Same Store NOI | ||||||||||||||||||||||||||
| Total Office revenues | 55,052 | 53,593 | 1,459 | 3 | % | |||||||||||||||||||||
| Office operating expenses | (10,344) | (9,768) | 576 | 6 | % | |||||||||||||||||||||
| Office Same Store NOI | 44,708 | 43,825 | 883 | 2 | % | |||||||||||||||||||||
| Total Same Store NOI | $ | 70,512 | $ | 69,194 | $ | 1,318 | 2 | % | ||||||||||||||||||
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Same Store NOI
Total Same Store NOI increased by $1.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Industrial Same Store NOI increased $0.4 million primarily due to leasing activity throughout prior year 2024.
Office Same Store NOI increased $0.9 million primarily due to a lease commencement in 2024 and the timing of certain expense recoveries in the current period.
Portfolio Analysis
Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024
Net (Loss) Income
For the three months ended June 30, 2025, the Company recorded a net loss of $(286.8) million compared to a net loss of $(4.1) million for the three months ended June 30, 2024. The reasons for the change are discussed below.
The following table reconciles net (loss) income to NOI for the three months ended June 30, 2025 and three months ended June 30, 2024 (dollars in thousands):
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||||||||||||
| Reconciliation of Net (Loss) Income to Total NOI | ||||||||||||||||||||||||||
| Net (loss) income | $ | (286,760) | $ | (4,101) | $ | (282,659) | 6892 | % | ||||||||||||||||||
| General and administrative expenses | 8,449 | 9,116 | (667) | (7) | % | |||||||||||||||||||||
| Corporate operating expenses to related parties | 141 | 169 | (28) | (17) | % | |||||||||||||||||||||
| Real estate impairment provision | 286,126 | 6,505 | 279,621 | 4299 | % | |||||||||||||||||||||
| Depreciation and amortization | 23,370 | 22,998 | 372 | 2 | % | |||||||||||||||||||||
| Interest expense | 15,135 | 15,845 | (710) | (4) | % | |||||||||||||||||||||
| Other income, net | (2,335) | (5,167) | 2,832 | (55) | % | |||||||||||||||||||||
| Loss from disposition of assets | 1,066 | 57 | 1,009 | 1770 | % | |||||||||||||||||||||
| Transaction expenses | 200 | — | 200 | 100 | % | |||||||||||||||||||||
| Total NOI | $ | 45,392 | $ | 45,422 | $ | (30) | — | % | ||||||||||||||||||
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The following table provides further detail regarding segment NOI:
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||||||||||||
| Industrial NOI | ||||||||||||||||||||||||||
| Industrial revenues | $ | 24,380 | $ | 14,554 | $ | 9,826 | 68 | % | ||||||||||||||||||
| Industrial operating expenses | (3,307) | (1,700) | 1,607 | 95 | % | |||||||||||||||||||||
| Industrial NOI | 21,073 | 12,854 | 8,219 | 64 | % | |||||||||||||||||||||
| Office NOI | ||||||||||||||||||||||||||
| Office revenues | 29,646 | 32,991 | (3,345) | (10) | % | |||||||||||||||||||||
| Office operating expenses | (5,327) | (5,663) | (336) | (6) | % | |||||||||||||||||||||
| Office NOI | 24,319 | 27,328 | (3,009) | (11) | % | |||||||||||||||||||||
| Other NOI | ||||||||||||||||||||||||||
| Other revenues | — | 8,407 | (8,407) | (100) | % | |||||||||||||||||||||
| Other operating expenses | — | (3,167) | (3,167) | (100) | % | |||||||||||||||||||||
| Other NOI | — | 5,240 | (5,240) | (100) | % | |||||||||||||||||||||
| Total NOI | $ | 45,392 | $ | 45,422 | $ | (30) | — | % | ||||||||||||||||||
NOI
The changes for total NOI by segment for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 are discussed below:
Industrial NOI increased $8.2 million primarily due to the acquisition of the IOS Portfolio and increased leasing activity throughout prior year 2024.
Office NOI decreased $3.0 million primarily due to property dispositions in 2025 and 2024.
Other NOI decreased $5.2 million due to property dispositions in 2024. As a result of the disposition activity in prior year, the Other segment was eliminated as of December 31, 2024.
General and Administrative Expense
General and administrative expense decreased $0.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to decreases in payroll costs and stock based compensation.
Corporate Operating Expenses to Related Parties
Corporate operating expenses to related parties remained materially consistent for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Real Estate Impairment
Real estate impairment increased approximately $279.6 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 due to additional property impairments in the current period as a result of shortened anticipated hold periods and estimated selling prices.
Depreciation and Amortization
Depreciation and amortization increased by approximately $0.4 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 primarily due to the acquisition of the IOS Portfolio in the fourth quarter of 2024, partially offset by property dispositions and impairments.
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Interest Expense
Interest expense decreased approximately $0.7 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 primarily due to debt payoffs in 2025 and 2024, partially offset by (i) secured mortgage loans entered into in November 2024 and (ii) a reduction in interest swap payments.
Other Income, Net
Other income, net decreased approximately $2.8 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 is primarily due to a decrease in interest income earned from lower cash balances in money market accounts.
Loss From Disposition of Assets
The Company generated a loss of $1.1 million from disposition of assets for the three months ended June 30, 2025 as compared to a loss of $0.1 million from the disposition of assets for the three months ended June 30, 2024.
Transaction Expenses
Transaction Expenses increased by $0.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 primarily due to increased transactional activities during the current period.
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Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
Net (Loss) Income
For the six months ended June 30, 2025, the Company recorded a net loss of $(340.2) million compared to a net income of $1.4 million for the six months ended June 30, 2024. The reasons for the change are discussed below.
The following table reconciles net (loss) income to NOI for the six months ended June 30, 2025 and six months ended June 30, 2024 (dollars in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||||||||||||
| Reconciliation of Net (Loss) Income to Total NOI | ||||||||||||||||||||||||||
| Net (loss) income | $ | (340,162) | $ | 1,369 | $ | (341,531) | (24947) | % | ||||||||||||||||||
| General and administrative expenses | 17,001 | 18,796 | (1,795) | (10) | % | |||||||||||||||||||||
| Corporate operating expenses to related parties | 281 | 336 | (55) | (16) | % | |||||||||||||||||||||
| Real estate impairment provision | 338,083 | 7,881 | 330,202 | 4190 | % | |||||||||||||||||||||
| Depreciation and amortization | 48,809 | 46,413 | 2,396 | 5 | % | |||||||||||||||||||||
| Interest expense | 31,112 | 31,994 | (882) | (3) | % | |||||||||||||||||||||
| Other income, net | (3,469) | (9,213) | 5,744 | (62) | % | |||||||||||||||||||||
| Loss (gain) from disposition of assets | 1,545 | (9,120) | 10,665 | (117) | % | |||||||||||||||||||||
| Goodwill impairment provision | — | 4,594 | (4,594) | (100) | % | |||||||||||||||||||||
| Transaction expenses | 391 | — | 391 | 100 | % | |||||||||||||||||||||
| Total NOI | $ | 93,591 | $ | 93,050 | $ | 541 | 1 | % | ||||||||||||||||||
The following table provides further detail regarding segment NOI:
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | Percentage Change | |||||||||||||||||||||||
| Industrial NOI | ||||||||||||||||||||||||||
| Industrial revenues | $ | 48,413 | $ | 29,387 | $ | 19,026 | 65 | % | ||||||||||||||||||
| Industrial operating expenses | (6,526) | (4,018) | 2,508 | 62 | % | |||||||||||||||||||||
| Industrial NOI | 41,887 | 25,369 | 16,518 | 65 | % | |||||||||||||||||||||
| Office NOI | ||||||||||||||||||||||||||
| Office revenues | 62,584 | 65,990 | (3,406) | (5) | % | |||||||||||||||||||||
| Office operating expenses | (10,880) | (11,147) | (267) | (2) | % | |||||||||||||||||||||
| Office NOI | 51,704 | 54,843 | (3,139) | (6) | % | |||||||||||||||||||||
| Other NOI | ||||||||||||||||||||||||||
| Other revenues | — | 19,802 | (19,802) | (100) | % | |||||||||||||||||||||
| Other operating expenses | — | (6,964) | (6,964) | (100) | % | |||||||||||||||||||||
| Other NOI | — | 12,838 | (12,838) | (100) | % | |||||||||||||||||||||
| Total NOI | $ | 93,591 | $ | 93,050 | $ | 541 | 1 | % | ||||||||||||||||||
NOI
Total NOI increased by $0.5 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Industrial NOI increased $16.5 million primarily due to the acquisition of the IOS Portfolio and increased leasing activity throughout prior year 2024.
Office NOI decreased $3.1 million primarily due to property dispositions in 2025 and 2024.
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Other NOI decreased $12.8 million due to property dispositions in 2024. As a result of the disposition activity in the prior year, the Other segment was eliminated as of December 31, 2024.
General and Administrative Expense
General and administrative expense decreased $1.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a decrease in payroll expenses, share-based compensation expenses and professional fees.
Corporate Operating Expenses to Related Parties
Corporate operating expenses to related parties remained materially consistent for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Real Estate Impairment
Real estate impairment increased approximately $330.2 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 due to additional property impairments in the current period as a result of shortened anticipated hold periods and estimated selling prices.
Depreciation and Amortization
Depreciation and amortization increased by approximately $2.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to the acquisition of the IOS Portfolio in the fourth quarter of 2024, partially offset by property dispositions and impairments.
Interest Expense
Interest expense decreased approximately $0.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to debt payoffs in 2025 and 2024, partially offset by (i) secured mortgage loans entered into in November 2024 and (ii) a reduction in interest swap payments.
Other Income, Net
Other income, net decreased approximately $5.7 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 is primarily due to a decrease in interest income earned from lower cash balances in money market accounts.
Goodwill Impairment Provision
Goodwill impairment decreased approximately $4.6 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to the goodwill impairment in 2024 related to the Other segment. There was no goodwill impairment during the six months ended June 30, 2025.
Loss From Disposition of Assets
The Company generated a loss of $1.5 million from disposition of Office segment properties for the six months ended June 30, 2025 as compared to a gain of $9.1 million from the disposition of assets for the six months ended June 30, 2024.
Transaction Expenses
Transaction Expenses increased by approximately $0.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 primarily due to increased transactional activities during the current period.
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Critical Accounting Estimates
We have established accounting estimates which conform to GAAP. The preparation of our consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. If our judgment or interpretation of the facts and circumstances relating to the various transactions had been different, it is possible that different estimates would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may use different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.
There have been no significant changes to the critical accounting policies and estimates during the period covered by this report. For a summary of certain of our critical accounting policies and estimates, refer to our filed Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements under Item 1 of this report on Form 10-Q.
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Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
We use Funds from Operations (“FFO”), Core Funds from Operation (“Core FFO”) and Adjusted Funds from Operations (“AFFO”) as supplemental financial measures of our performance. These measures are used by management as supplemental financial measures of operating performance. We do not use these measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.
The summary below describes the way we use of these measures, provides information regarding why we believe these measures are meaningful supplemental measures of performance and reconciles these measures from net income or loss, the most directly comparable GAAP measures.
FFO
We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). FFO is defined as net income or loss computed in accordance with GAAP, excluding gains (losses) from sales of depreciable real estate assets, impairment losses of depreciable real estate assets, real estate related depreciation and amortization and after adjustments for unconsolidated joint ventures. FFO is used to facilitate meaningful comparisons of operating performance between periods and among other REITs, primarily because it excludes the effect of real estate depreciation and amortization and net gains (losses) from real estate sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can help facilitate comparisons of operating performance between periods and among other REITs. It should be noted, however, that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do, making comparisons less meaningful.
Core FFO
We compute Core FFO by adjusting FFO, as defined by NAREIT, to exclude certain items such as goodwill impairment, gain or loss from the extinguishment of debt, unrealized gains or losses on derivative instruments, transaction costs, lease termination fees, and other items not related to ongoing operating performance of our properties. We believe that Core FFO is a useful supplemental measure in addition to FFO because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. As with FFO, our reported Core FFO may not be comparable to Core FFO as defined by other REITs.
AFFO
AFFO is presented in addition to Core FFO. AFFO further adjusts Core FFO for certain other non-cash items, including straight-line rent adjustment, amortization of share-based compensation, deferred rent, amortization of in-place lease valuation and other non-cash transactions. We believe AFFO provides a useful supplemental measure of our operating performance and is useful in comparing our operating performance with other REITs that may not be involved in similar transactions or activities. As with Core FFO, our reported AFFO may not be comparable to AFFO as defined by other REITs.
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Our calculation of FFO, Core FFO, and AFFO is presented in the following table for the three and six months ended June 30, 2025 and 2024 (dollars in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
Net (loss) income | $ | (286,760) | $ | (4,101) | $ | (340,162) | $ | 1,369 | |||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Depreciation of building and improvements | 15,718 | 15,424 | 32,865 | 30,988 | |||||||||||||||||||||||||||||||
| Amortization of leasing costs and intangibles | 7,748 | 7,671 | 16,136 | 15,618 | |||||||||||||||||||||||||||||||
| Impairment provision, real estate | 286,126 | 6,505 | 338,083 | 7,881 | |||||||||||||||||||||||||||||||
| Net loss (gain) from disposition of assets | 1,066 | 57 | 1,545 | (9,120) | |||||||||||||||||||||||||||||||
| FFO | 23,898 | 25,556 | 48,467 | 46,736 | |||||||||||||||||||||||||||||||
FFO attributable to common shareholders and limited partners (1) | $ | 23,898 | $ | 25,556 | $ | 48,467 | $ | 46,736 | |||||||||||||||||||||||||||
| Reconciliation: | |||||||||||||||||||||||||||||||||||
FFO attributable to common shareholders and limited partners (1) | $ | 23,898 | $ | 25,556 | $ | 48,467 | $ | 46,736 | |||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Impairment provision, goodwill | — | — | — | 4,594 | |||||||||||||||||||||||||||||||
| Unrealized gain on investments | (73) | (47) | (50) | (236) | |||||||||||||||||||||||||||||||
| Employee separation expense | — | 59 | 32 | 59 | |||||||||||||||||||||||||||||||
| Transaction expenses | 200 | — | 391 | — | |||||||||||||||||||||||||||||||
| Lease termination adjustments | 83 | — | (292) | — | |||||||||||||||||||||||||||||||
| Other activities adjustment | (276) | 69 | (98) | 69 | |||||||||||||||||||||||||||||||
Core FFO attributable to common shareholders and noncontrolling interests | $ | 23,832 | $ | 25,637 | $ | 48,450 | $ | 51,222 | |||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Straight-line rent adjustment | (968) | (1,819) | (2,118) | (2,645) | |||||||||||||||||||||||||||||||
| Amortization of share-based compensation | 1,737 | 2,379 | 3,189 | 3,811 | |||||||||||||||||||||||||||||||
| Deferred rent - ground lease | 423 | 399 | 846 | 815 | |||||||||||||||||||||||||||||||
| Amortization of above/(below) market rent, net | (2,108) | (372) | (3,969) | (631) | |||||||||||||||||||||||||||||||
| Amortization of debt premium/(discount), net | (146) | 20 | (290) | 127 | |||||||||||||||||||||||||||||||
| Amortization of ground leasehold interests | (97) | (97) | (192) | (194) | |||||||||||||||||||||||||||||||
| Amortization of below tax benefits | 372 | 372 | 741 | 744 | |||||||||||||||||||||||||||||||
| Amortization of deferred financing costs | 1,226 | 1,044 | 2,438 | 2,094 | |||||||||||||||||||||||||||||||
| AFFO available to common shareholders and limited partners | $ | 24,271 | $ | 27,563 | $ | 49,095 | $ | 55,343 | |||||||||||||||||||||||||||
| FFO per share/unit, basic and diluted | $ | 0.60 | $ | 0.65 | $ | 1.22 | $ | 1.18 | |||||||||||||||||||||||||||
| Core FFO per share/unit, basic and diluted | $ | 0.60 | $ | 0.65 | $ | 1.22 | $ | 1.30 | |||||||||||||||||||||||||||
| AFFO per share/unit, basic and diluted | $ | 0.61 | $ | 0.70 | $ | 1.24 | $ | 1.40 | |||||||||||||||||||||||||||
| Weighted-average common shares outstanding - basic and diluted shares | 36,748,176 | 36,349,950 | 36,737,067 | 36,329,485 | |||||||||||||||||||||||||||||||
Weighted-average OP Units outstanding (1) | 2,972,545 | 3,215,665 | 2,981,006 | 3,217,246 | |||||||||||||||||||||||||||||||
| Weighted-average common shares and OP Units outstanding - basic and diluted FFO/AFFO | 39,720,721 | 39,565,615 | 39,718,073 | 39,546,731 | |||||||||||||||||||||||||||||||
(1)Represents weighted-average outstanding OP Units that are owned by unitholders other than Peakstone Realty Trust. Represents the noncontrolling interest in the Operating Partnership.
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NOI and Cash NOI
Net operating income (“NOI”) is a non-GAAP financial measure calculated as net income or loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, excluding general and administrative expenses, interest expense, depreciation and amortization, impairment of real estate, impairment of goodwill, gains or losses on early extinguishment of debt, gains or losses on sales of real estate, investment income or loss, termination income, equity in earnings of any unconsolidated real estate joint ventures. NOI on a cash basis (“Cash NOI”) is NOI adjusted to exclude the effect of straight-line rent and amortization of acquired above- and below-market lease intangibles adjustments required by GAAP. We believe that NOI and Cash NOI are helpful to investors as additional measures of operating performance because we believe they help both investors and management to understand the core operations of our properties excluding corporate and financing-related costs and non-cash depreciation and amortization. NOI and Cash NOI are unlevered operating performance metrics of our properties and allow for a useful comparison of the operating performance of individual assets or groups of assets. These measures thereby provide an operating perspective not immediately apparent from GAAP income from operations or net income. In addition, NOI and Cash NOI are considered by many in the real estate industry to be useful starting points for determining the value of a real estate asset or group of assets.
Because NOI and Cash NOI exclude depreciation and amortization and capture neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of NOI and Cash NOI as measures of our performance is limited. Therefore, NOI and Cash NOI should not be considered as alternatives to net income or loss, as computed in accordance with GAAP. NOI and Cash NOI may not be comparable to similarly titled measures of other companies.
Our calculation of each of NOI and Cash NOI are presented in the following tables for three and six months ended June 30, 2025 and 2024 (dollars in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Reconciliation of Net (Loss) Income to Total NOI | ||||||||||||||||||||||||||
Net (loss) income | $ | (286,760) | $ | (4,101) | $ | (340,162) | $ | 1,369 | ||||||||||||||||||
| General and administrative expenses | 8,449 | 9,116 | 17,001 | 18,796 | ||||||||||||||||||||||
| Corporate operating expenses to related parties | 141 | 169 | 281 | 336 | ||||||||||||||||||||||
| Real estate impairment provision | 286,126 | 6,505 | 338,083 | 7,881 | ||||||||||||||||||||||
| Depreciation and amortization | 23,370 | 22,998 | 48,809 | 46,413 | ||||||||||||||||||||||
| Interest expense | 15,135 | 15,845 | 31,112 | 31,994 | ||||||||||||||||||||||
Other income, net | (2,335) | (5,167) | (3,469) | (9,213) | ||||||||||||||||||||||
| Loss (gain) from disposition of assets | 1,066 | 57 | 1,545 | (9,120) | ||||||||||||||||||||||
| Goodwill impairment provision | — | — | — | 4,594 | ||||||||||||||||||||||
| Transaction expenses | 200 | — | 391 | — | ||||||||||||||||||||||
| Total NOI | $ | 45,392 | $ | 45,422 | $ | 93,591 | $ | 93,050 | ||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| Cash NOI Adjustments | ||||||||||||||||||||||||||||||||||||||
| Industrial Segment: | ||||||||||||||||||||||||||||||||||||||
| Industrial NOI | $ | 21,073 | $ | 12,854 | $ | 41,887 | $ | 25,369 | ||||||||||||||||||||||||||||||
| Straight-line rent | (930) | (1,277) | (1,882) | (1,881) | ||||||||||||||||||||||||||||||||||
| Amortization of acquired lease intangibles | (1,955) | (96) | (3,669) | (191) | ||||||||||||||||||||||||||||||||||
| Deferred termination income | 83 | — | 360 | — | ||||||||||||||||||||||||||||||||||
| Industrial Cash NOI | 18,271 | 11,481 | 36,696 | 23,297 | ||||||||||||||||||||||||||||||||||
| Office Segment: | ||||||||||||||||||||||||||||||||||||||
| Office NOI | 24,319 | 27,328 | 51,704 | 54,843 | ||||||||||||||||||||||||||||||||||
| Straight-line rent | (36) | (716) | (236) | (1,405) | ||||||||||||||||||||||||||||||||||
| Amortization of acquired lease intangibles | (153) | (130) | (300) | (256) | ||||||||||||||||||||||||||||||||||
| Deferred termination income | — | — | (652) | — | ||||||||||||||||||||||||||||||||||
| Deferred ground/Office lease | 423 | 425 | 846 | 859 | ||||||||||||||||||||||||||||||||||
| Other intangible amortization | 372 | 372 | 740 | 745 | ||||||||||||||||||||||||||||||||||
| Office Cash NOI | 24,925 | 27,279 | 52,102 | 54,786 | ||||||||||||||||||||||||||||||||||
| Other Segment: | ||||||||||||||||||||||||||||||||||||||
| Other NOI | — | 5,240 | — | 12,838 | ||||||||||||||||||||||||||||||||||
| Straight-line rent | — | 174 | — | 641 | ||||||||||||||||||||||||||||||||||
| Amortization of acquired lease intangibles | — | (146) | — | (184) | ||||||||||||||||||||||||||||||||||
| Deferred ground/Office lease | — | (26) | — | (45) | ||||||||||||||||||||||||||||||||||
| Other Cash NOI | — | 5,242 | — | 13,250 | ||||||||||||||||||||||||||||||||||
| Total Cash NOI | $ | 43,196 | $ | 44,002 | $ | 88,798 | $ | 91,333 | ||||||||||||||||||||||||||||||
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Liquidity and Capital Resources
Overview
We believe that cash flow generated from our properties, including proceeds from dispositions, will continue to enable us to fund our normal operating expenses, regular debt service obligations, capital expenditures, possible acquisitions of, or investments in, assets, and all dividends and distribution requirements in accordance with applicable REIT requirements in both the short-term and long-term. Furthermore, we expect that cash on hand, borrowings from our Revolving Credit Facility, proceeds from mortgage financing and other debt, proceeds from the sale of properties, and issuances of equity will provide other potential sources of capital. To the extent we are not able to secure other potential sources of capital, we will be heavily dependent upon income from operations and our current financing.
Sources of Liquidity
Cash Resources
As of June 30, 2025, we had approximately $264.4 million of cash and cash equivalents on hand. Our principal source of liquidity is cash flow generated from our properties, which we expect to be adequate to fund our liquidity needs. However, a number of factors could have an adverse impact, including decreases in occupancy levels and rental rates, the ability and willingness of our tenants to pay rent, the timing and success of our investment activities, the impact of our disposition activities and general financial and economic conditions.
Credit Facility
As of June 30, 2025, pursuant to the Second Amended and Restated Credit Agreement with KeyBank National Association, as administrative agent, and a syndicate of lenders, the Operating Partnership, as the borrower, has been provided with a $1.1 billion credit facility (with the right to elect to increase total commitments to $1.3 billion) consisting of (i) a $547.0 million senior unsecured revolving credit facility (the “Revolving Credit Facility”), under which the Operating Partnership has drawn $365.0 million (the “Revolving Loan”) maturing in July 2028, (ii) a $210.0 million senior unsecured term loan maturing in July 2028 (the “2028 Term Loan I”), (iii) a $175.0 million senior unsecured term loan maturing in October 2028, assuming the one-year extension option is exercised (the “2028 Term Loan II”) and (iv) a $150.0 million senior unsecured term loan maturing in April 2026 (the “2026 Term Loan” and together with the Revolving Loan, the 2028 Term Loan I and the 2028 Term Loan II, the “KeyBank Loans”). The Second Amended and Restated Credit Agreement also provides the option, subject to obtaining additional commitments from lenders and certain other customary conditions, to increase the commitments under the Revolving Credit Facility, existing term loans and/or incur new term loans by up to an additional $218.0 million in the aggregate. As of June 30, 2025, the available undrawn capacity under the Revolving Credit Facility was $91.4 million.
ATM Program
In August 2023, we entered into an at-the-market equity offering (the “ATM”) pursuant to which we may sell common shares up to an aggregate purchase price of $200.0 million. We may sell such shares in amounts and at times to be determined by us from time to time, but we have no obligation to sell any of the shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of our common shares, capital needs, and our determinations of the appropriate sources of funding. As of June 30, 2025, we have not sold any shares under the ATM program.
Other Potential Sources of Capital
Other potential sources of capital include proceeds from private or public offerings of our common shares, proceeds from secured or unsecured financings from banks or other lenders, including debt assumed in a real estate transaction, and entering into joint venture arrangements to invest in assets. If necessary, we may use other sources of capital in the event of unforeseen expenditures.
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Uses of Liquidity
As of June 30, 2025, we expect our significant short-term and long-term liquidity requirements will include:
•making scheduled principal and interest payments on our outstanding debt obligations (see “Debt and Ground Lease Obligations” section below);
•paying dividends and distributions approved by the Board, including those necessary to maintain the Company’s REIT status under the Code (refer to “Dividends and Distributions” section below);
•making scheduled payments on our ground and office lease obligations (see “Debt and Ground Lease Obligations” section below);
•funding future capital expenditure projects, leasing commissions and tenant improvements (as of June 30, 2025, the aggregate remaining contractual commitment was approximately $6.2 million); and
•funding other normal recurring operating expenses and property acquisitions.
Debt and Ground Lease Obligations
The following amounts represent our debt and ground lease obligations as of June 30, 2025:
| Debt and Ground Lease Obligations | Total Payments | Remaining 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | ||||||||||||||||||||||||||||||||||
Outstanding debt obligations (1) | $ | 1,260,326 | $ | — | $ | 150,000 | $ | — | $ | 1,000,000 | $ | 60,722 | $ | 49,604 | |||||||||||||||||||||||||||
Interest on outstanding debt obligations (2) | 233,905 | 37,211 | 69,242 | 64,119 | 50,326 | 6,627 | 6,380 | ||||||||||||||||||||||||||||||||||
Ground and office lease obligations | 259,988 | 1,327 | 2,166 | 2,194 | 2,268 | 2,309 | 249,724 | ||||||||||||||||||||||||||||||||||
| Total | $ | 1,754,219 | $ | 38,538 | $ | 221,408 | $ | 66,313 | $ | 1,052,594 | $ | 69,658 | $ | 305,708 | |||||||||||||||||||||||||||
(1)Amounts only include principal payments. The payments on our secured debt do not include the premium/discount or debt financing costs.
(2)Projected interest payments are based on the outstanding principal amounts at June 30, 2025. Projected interest payments on our KeyBank Loans are based on the Contractual Interest Rates (refer to “Outstanding Indebtedness” section below) in effect at June 30, 2025.
Dividends and Distributions
Dividends and distributions, as applicable, will be authorized at the discretion of our Board and be paid to our shareholders and holders of OP Units as of the record date selected by our Board. We expect to pay dividends and distributions, as applicable, on a quarterly basis unless our results of operations, our general financial condition, general economic conditions, or other factors inhibit us from doing so. During the three months ended June 30, 2025, our Board declared an all-cash dividend in the amount of $0.225 per common share and all-cash distribution in the amount of $0.225 per OP Unit. On August 5, 2025, our Board declared an all-cash dividend in the amount of $0.10 per common share and all-cash distribution in the amount of $0.10 per OP Unit. Such amounts are payable on or about October 17, 2025 to shareholders and holders of OP Units of record as of September 30, 2025. We believe this is sufficient to meet our annual REIT distribution requirements as further discussed below. The timing and frequency of future dividends will depend on a variety of factors, including our financial performance, our debt service requirements, our capital expenditure requirements, the requirements to maintain our qualification as a REIT and other factors that our Board may deem relevant from time to time.
Additionally, to qualify as a REIT, we must meet a number of organizational and operational requirements on a continuing basis, including the requirement that we annually distribute at least 90% of our REIT taxable income, determined without regard to the dividends and distributions paid deduction and excluding net capital gain, to our shareholders and holders of OP Units. As a result of this requirement, we cannot rely on retained earnings to fund our business needs to the same extent as other entities that are not REITs. If we do not have sufficient funds available to us from our operations to fund our business needs, we will need to find alternative ways to fund those needs. As of June 30, 2025, the Company believes it has satisfied the REIT requirements and distributed all of its taxable income.
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Outstanding Indebtedness
As of June 30, 2025 and December 31, 2024, the Company’s consolidated debt consisted of the following:
| June 30, 2025 | December 31, 2024 | Contractual Interest Rate | Effective Interest Rate (1) | Loan Maturity (2) | ||||||||||||||||||||||||||||
| Secured Debt | ||||||||||||||||||||||||||||||||
BOA II Loan (3) | $ | 250,000 | $ | 250,000 | 4.32% | 4.37% | May 2028 | |||||||||||||||||||||||||
Georgia Mortgage Loan (4) | 37,722 | 37,722 | 5.31% | 5.31% | November 2029 | |||||||||||||||||||||||||||
Illinois Mortgage Loan (5) | 23,000 | 23,000 | 6.51% | 6.60% | November 2029 | |||||||||||||||||||||||||||
Florida Mortgage Loan (6) | 49,604 | 49,604 | 5.48% | 5.48% | May 2032 | |||||||||||||||||||||||||||
| Total Secured Debt | 360,326 | 360,326 | 4.77% | |||||||||||||||||||||||||||||
Unsecured Debt (7) | ||||||||||||||||||||||||||||||||
Revolving Loan (8) | 365,000 | 465,000 | SOF Rate + 1.80% | 4.89% | July 2028 | |||||||||||||||||||||||||||
| 2026 Term Loan | 150,000 | 150,000 | SOF Rate + 1.40% | 3.51% | April 2026 | |||||||||||||||||||||||||||
| 2028 Term Loan I | 210,000 | 210,000 | SOF Rate + 1.75% | 3.87% | July 2028 | |||||||||||||||||||||||||||
| 2028 Term Loan II | 175,000 | 175,000 | SOF Rate + 1.75% | 3.87% | October 2028 (9) | |||||||||||||||||||||||||||
| Total Unsecured Debt | 900,000 | 1,000,000 | 4.22% | |||||||||||||||||||||||||||||
| Total Debt | 1,260,326 | 1,360,326 | 4.38% | |||||||||||||||||||||||||||||
| Unamortized Deferred Financing Costs and Discounts, net | (13,559) | (15,707) | ||||||||||||||||||||||||||||||
| Total Debt, net | $ | 1,246,767 | $ | 1,344,619 | ||||||||||||||||||||||||||||
(1)The Effective Interest Rate is calculated on a weighted average basis, using the Actual/360 interest method (where applicable), and for unsecured debt, is inclusive of the Company's $750.0 million floating to fixed interest rate swaps which matured on July 1, 2025, which have the effect of converting SOFR to a weighted average fixed rate of 1.97% (Note: The Company entered into forward-starting, floating to fixed interest rate swaps with a notional amount of $550.0 million. These swaps became effective July 1, 2025, mature July 1, 2029 and have the effect of converting SOFR to a weighted average fixed rate of 3.58%. Refer to 6. Interest Contracts.). The Effective Interest Rate is calculated based on the face value of debt outstanding (i.e., excludes debt premium/discount and debt financing costs). When adjusting for the effect of amortization of discounts/premiums and deferred financing costs, and excluding the impact of interest rate swaps, the Company’s weighted average effective interest rate was 6.14%.
(2)Reflects the loan maturity dates as of June 30, 2025.
(3)The BOA II Loan has a fixed-rate of interest and is secured by four properties which are located in Chicago, Illinois; Columbus, Ohio; Las Vegas, Nevada; and Birmingham, Alabama.
(4)The Georgia Mortgage Loan has a fixed-rate of interest and is secured by a property in Savannah, Georgia.
(5)The Illinois Mortgage Loan has a fixed-rate of interest and is secured by a property in Chicago, Illinois.
(6)The Florida Mortgage Loan has a fixed-rate of interest and is secured by a property in Jacksonville, Florida.
(7)The Contractual Interest Rate for the Company’s unsecured debt uses the applicable Secured Overnight Financing Rate ("SOFR" or “SOF rate"). As of June 30, 2025, the applicable rates were 4.29% (SOFR, as calculated per the credit facility), plus spreads of 1.40% (2026 Term Loan), 1.75% (2028 Term Loan I), 1.75% (2028 Term Loan II), and 1.80% (Revolving Loan) and a 0.1% index.
(8)In April 2025, the Company made a $100.0 million paydown of its Revolving Loan.
(9)The 2028 Term Loan II has a contractual maturity of October 31, 2027. We have a one-year option to extend the maturity date to October 31, 2028, subject to certain conditions.
Debt Covenants
Pursuant to the terms of the Company’s mortgage loans and the KeyBank Loans, the Operating Partnership, in consolidation with the Company, is subject to certain loan compliance covenants.
The Company was in compliance with all of its debt covenants as of June 30, 2025.
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Summary of Cash Flows
Comparison of cash flow activity as of June 30, 2025 and June 30, 2024 is as follows (in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Net cash provided by operating activities | $ | 39,740 | $ | 40,728 | $ | (988) | |||||||||||
| Net cash provided by investing activities | $ | 197,206 | $ | 67,870 | $ | 129,336 | |||||||||||
Net cash used in financing activities | $ | (118,444) | $ | (48,312) | $ | (70,132) | |||||||||||
Cash and cash equivalents and restricted cash were $272.7 million and $461.3 million as of June 30, 2025 and June 30, 2024 respectively.
Operating Activities. Cash flows provided by operating activities are primarily dependent on the occupancy level, the rental rates of our leases, the collectability of rent and recovery of operating expenses from our tenants, and the timing of our asset sales and the success of our investing activities. During the six months ended June 30, 2025, we generated $39.7 million in cash from operating activities compared to $40.7 million for the six months ended June 30, 2024. The decrease in cash from operating activities was primarily attributable to the sales of our Office segment properties in 2025 and Other segment properties in 2024.
Investing Activities. Cash provided by investing activities for the six months ended June 30, 2025 and 2024 consisted of the following (in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Sources of cash provided by investing activities: | |||||||||||||||||
| Proceeds from disposition of properties | $ | 186,975 | $ | 69,940 | $ | 117,035 | |||||||||||
| Proceeds from repayment of note receivable | 15,000 | — | 15,000 | ||||||||||||||
| Total sources of cash provided by investing activities | $ | 201,975 | $ | 69,940 | $ | 132,035 | |||||||||||
| Uses of cash for investing activities: | |||||||||||||||||
| Payments for construction in progress | $ | (3,769) | $ | (2,029) | $ | (1,740) | |||||||||||
Acquisition of properties, net | (1,000) | — | (1,000) | ||||||||||||||
| Purchase of investments | — | (41) | 41 | ||||||||||||||
| Total uses of cash used in investing activities | $ | (4,769) | $ | (2,070) | $ | (2,699) | |||||||||||
| Net cash provided by investing activities | $ | 197,206 | $ | 67,870 | $ | 129,336 | |||||||||||
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Financing Activities. Cash used in financing activities for the six months ended June 30, 2025 and 2024 consisted of the following (in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Sources of cash provided by (used in) financing activities: | |||||||||||||||||
| Principal payoff of indebtedness - credit facility | $ | (100,000) | $ | — | $ | (100,000) | |||||||||||
| Total sources of cash provided by financing activities | $ | (100,000) | $ | — | $ | (100,000) | |||||||||||
| Uses of cash for financing activities: | |||||||||||||||||
| Principal payoff of secured indebtedness - mortgage debt | — | (24,563) | 24,563 | ||||||||||||||
| Principal amortization payments on secured indebtedness | — | (2,984) | 2,984 | ||||||||||||||
| Deferred financing costs | — | (2,647) | 2,647 | ||||||||||||||
| Offering costs | (37) | 91 | (128) | ||||||||||||||
| Repurchase of common shares to satisfy employee tax withholding requirements | (112) | (79) | (33) | ||||||||||||||
| Distributions to noncontrolling interests | (1,339) | (1,447) | 108 | ||||||||||||||
Dividends to common shareholders | (16,741) | (16,466) | (275) | ||||||||||||||
| Financing lease payment | (215) | (217) | 2 | ||||||||||||||
| Total sources of cash used in financing activities | $ | (18,444) | $ | (48,312) | $ | 29,868 | |||||||||||
Net cash used in financing activities | $ | (118,444) | $ | (48,312) | $ | (70,132) | |||||||||||
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In this section, market risk generally refers to risks that affect market sensitive instruments, such as changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other relevant market changes. In this context, the primary market risk to which we believe we may be exposed is interest rate risk, including the risk of changes in the underlying rates on our variable rate debt, which may result from factors that are beyond our control. Our current indebtedness consists of the KeyBank loans and property secured mortgages as described in Note 5, Debt, to our consolidated financial statements included in this Quarterly Report on Form 10-Q. These instruments were not entered into for trading purposes.
We have and may continue to enter into interest rate hedging instruments (collectively, “Interest Rate Swaps”) to provide greater predictability in interest expense by protecting against potential increases in floating interest rates and allow for more precise budgeting, financial planning and forecasting. We will not enter into these instruments for trading or speculative purposes. The use of these types of instruments to hedge a portion of our exposure to changes in interest rates carries additional risks, such as counterparty credit risk and the legal enforceability of hedging contracts.
Changes in interest rates have different impacts on the fixed and variable rate debt. A change in interest rates on fixed rate debt impacts its fair value but has no effect on interest incurred or cash flows. A change in interest rates on variable rate debt could affect the interest incurred and cash flows and its fair value. Our future earnings and fair values relating to variable rate debt are primarily dependent upon prevalent market rates of interest, such as SOFR. However, our Interest Rate Swaps are intended to reduce the effects of interest rate changes.
As of June 30, 2025, our debt, excluding unamortized deferred financing cost and discounts/premiums, consisted of approximately $1.1 billion in fixed rate debt (including the effect of interest rate swaps) and $150.0 million of variable rate debt. As of June 30, 2025, the effect of an increase of 100 basis points in interest rates, assuming a SOFR floor of 0%, on our variable-rate debt, including our KeyBank Loans, after considering the effect of our Interest Rate Swaps, would decrease our future earnings and cash flows by approximately $3.3 million annually.
Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur, which may result in us taking actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, management, with the participation of our principal executive and principal financial officers, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon, and as of the date of the evaluation, our chief executive officer and chief financial officer concluded that the disclosure controls and procedures were effective to provide reasonable assurance as of the end of the period covered by this Quarterly Report on Form 10-Q that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
During the six months ended June 30, 2025, there were no sales of unregistered securities.
Issuer Purchases of Equity Securities
During the three months ended June 30, 2025, the Company did not repurchase any shares.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2025, no trustee or officer of the Company adopted terminated
ITEM 6. EXHIBITS
The following exhibits are included in this Quarterly Report on Form 10-Q for the period ended June 30, 2025 (and are numbered in accordance with Item 601 of Regulation S-K).
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| Exhibit No. | Description | |||||||
3.1 | Declaration of Trust, incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on January 20, 2023, SEC File No. 000-55605 | |||||||
3.2 | Articles of Amendment to Declaration of Trust, incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on March 10, 2023, SEC File No. 000-55605 | |||||||
3.3 | Articles of Amendment to Declaration of Trust, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on April 17, 2023, SEC File No. 001-41686 | |||||||
3.4 | Second Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 20, 2023, SEC File No. 000-55605 | |||||||
10.1 | Form of Restricted Stock Unit Agreement (Trustees) for 2025, incorporated by reference to Exhibit 10.1 to the Registrant’s Form on 10-Q, filed on May 8, 2025 SEC File No. 001-41686 | |||||||
10.2 | Second Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on May 29, 2025, SEC File No. 000-41686 | |||||||
10.3* | Amendment No. 1 to the Eighth Amended and Restated Limited Partnership Agreement of PKST OP, L.P. | |||||||
31.1* | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.2* | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
32.1** | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
32.2** | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
101* | The following Peakstone Realty Trust financial information for the period ended June 30, 2025 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive (Loss) Income (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited). | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* | Filed herewith. | |||||||
** | Furnished herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PEAKSTONE REALTY TRUST (Registrant) | ||||||||||||||
| Dated: | August 7, 2025 | By: | /s/ Javier F. Bitar | |||||||||||
Javier F. Bitar | ||||||||||||||
| On behalf of the Registrant and as Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||||||||||||
57
Peakstone Realty
NYSE:PKST
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513.72M
36.34M
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5.03%
REIT - Office
Real Estate Investment Trusts
United States
El Segundo