nlop-20250630

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: 001-41812

Net Lease Office Properties

(Exact name of registrant as specified in its charter)


Maryland		92-0887849
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

One Manhattan West, 395 9th Avenue, 58th Floor
New York,	New York	10001
(Address of principal executive offices)		(Zip Code)

Investor Relations (212) 492-1140

(844) 656-7348

(Registrant’s telephone numbers, including area code)

(Former name or former address, if changed since 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

Common Shares of Beneficial Interest, par value $0.001 per share

NLOP

New York Stock Exchange

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 ☑ 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 ☑ 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

☐

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 ☑

Registrant has 14,814,075 common shares of beneficial interest, $0.001 par value, outstanding at August 1, 2025.

INDEX


		Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
	Consolidated Balance Sheets as of June 30 , 2025 and December 31, 2024	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2025 and 2024	4
	Consolidated Statements of Comprehensive (Loss) Income for the Three and Six Months Ended June 30 , 2025 and 2024	5
	Consolidated Statements of Equity for the Three and Six Months Ended June 30 , 2025 and 2024	6
	Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2025 and 2024	8
	Notes to Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures About Market Risk		34
Item 4. Controls and Procedures		36

PART II — OTHER INFORMATION
Item 6. Exhibits		37
Signatures		38

Net Lease Office Properties 6/30/2025 10-Q – 1

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Report”), including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of Part I of this Report, contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements include, but are not limited to, statements regarding: our corporate strategy and estimated or future economic performance and results, including our expectations surrounding the impact of the broader macroeconomic environment and the ability of tenants to pay rent, financial condition, liquidity, results of operations, and prospects; our future capital expenditure and leverage levels, debt service obligations, and plans to fund our liquidity needs, including our ability to sell or dispose of properties; prospective statements regarding our access to the capital markets; statements that we make regarding our ability to remain qualified for taxation as a real estate investment trust (“REIT”); and the impact of recently issued accounting pronouncements and regulatory activity.

These statements are based on the current expectations of our management. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Other unknown or unpredictable risks or uncertainties, like the risks related to fluctuating interest rates, the impact of inflation and tariffs on our tenants and us, the effects of pandemics and global outbreaks of contagious diseases, and domestic or geopolitical crises, such as terrorism, military conflict, war or the perception that hostilities may be imminent, political instability or civil unrest, or other conflict, could also have material adverse effects on our business, financial condition, liquidity, results of operations, and prospects. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties, and other factors that may materially affect our future results, performance, achievements, or transactions. Information on factors that could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report, as well as in our other filings with the Securities and Exchange Commission (“SEC”), including but not limited to those described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 27, 2025 (the “2024 Annual Report”). Moreover, because we operate in a very competitive and rapidly changing environment, new risks are likely to emerge from time to time. Given these risks and uncertainties, potential investors are cautioned not to place undue reliance on these forward-looking statements as a prediction of future results, which speak only as of the date of this Report, unless noted otherwise. Except as required by federal securities laws and the rules and regulations of the SEC, we do not undertake to revise or update any forward-looking statements.

All references to “Notes” throughout the document refer to the footnotes to the consolidated financial statements of the registrant in Part I, Item 1. Financial Statements (Unaudited).

Net Lease Office Properties 6/30/2025 10-Q – 2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

NET LEASE OFFICE PROPERTIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share amounts)


	June 30, 2025		December 31, 2024
Assets
Investments in real estate:
Land, buildings and improvements	$	581,913	$	730,345
In-place lease intangible assets and other	191,977		209,968
Above-market rent intangible assets	29,742		30,512
Investments in real estate	803,632		970,825
Accumulated depreciation and amortization	(282,999)		(292,679)
Assets held for sale, net	61,868		29,297
Net investments in real estate	582,501		707,443
Cash and cash equivalents	54,146		25,121
Restricted cash	2,043		43,305
Other assets, net	29,965		29,200
Total assets (a)	$	668,655	$	805,069
Liabilities and Equity
Debt:
Non-recourse mortgages, net	$	117,170	$	111,259
NLOP Mezzanine Loan, net	—		57,957
Debt, net	117,170		169,216
Accounts payable, accrued expenses and other liabilities	43,449		44,145
Below-market rent intangible liabilities, net	3,985		6,305
Total liabilities (a)	164,604		219,666
Commitments and contingencies (Note 9)

Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued	—		—
Common stock, $0.001 par value, 45,000,000 shares authorized; 14,814,075 and 14,814,075 shares, respectively, issued and outstanding	15		15
Additional paid-in capital	855,813		855,813
Distributions in excess of accumulated earnings	(315,491)		(234,443)
Accumulated other comprehensive loss	(40,323)		(40,157)
Total shareholders’ equity	500,014		581,228
Noncontrolling interests	4,037		4,175
Total equity	504,051		585,403
Total liabilities and equity	$	668,655	$	805,069

__________

(a)See Note 2 for details related to variable interest entities (“VIEs”).

See Notes to Consolidated Financial Statements.

Net Lease Office Properties 6/30/2025 10-Q – 3

NET LEASE OFFICE PROPERTIES

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
Revenues
Lease revenues	$	27,508	$	35,149	$	54,900	$	73,463
Income from finance leases	—		—		—		89
Other lease-related income	1,666		3,880		3,487		9,484
	29,174		39,029		58,387		83,036
Operating Expenses
Impairment charges — real estate	81,817		8,222		82,737		12,287
Depreciation and amortization	9,687		15,122		19,412		33,092
Reimbursable tenant costs	6,537		7,189		12,677		13,389
Property expenses, excluding reimbursable tenant costs	2,244		2,652		4,699		4,903
General and administrative	2,144		1,880		3,951		3,781
Asset management fees	1,209		1,599		2,469		3,403
Other expenses	—		—		—		16
	103,638		36,664		125,945		70,871
Other Income and Expenses
Interest expense	(4,400)		(27,798)		(10,146)		(48,598)
(Loss) gain on sale of real estate, net	(3,251)		37,723		(4,259)		21,947
Other gains and (losses)	697		332		1,140		(489)
	(6,954)		10,257		(13,265)		(27,140)
(Loss) income before income taxes	(81,418)		12,622		(80,823)		(14,975)
Provision for income taxes	(100)		(149)		(182)		(373)
Net (Loss) Income	(81,518)		12,473		(81,005)		(15,348)
Net income attributable to noncontrolling interests	(22)		(22)		(43)		(43)
Net (Loss) Income Attributable to NLOP	$	(81,540)	$	12,451	$	(81,048)	$	(15,391)

Basic (Loss) Earnings Per Share	$	(5.50)	$	0.84	$	(5.47)	$	(1.04)
Diluted (Loss) Earnings Per Share	$	(5.50)

SEC Form 10-Q filed by Net Lease Office Properties