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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2023

Franklin Street Properties Corp.

(Exact name of registrant as specified in its charter)

Maryland

001-32470

04-3578653

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

401 Edgewater Place, Suite 200, Wakefield,
Massachusetts

01880

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 557-1300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Stock, $.0001 par value per share

FSP

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

1

Item 2.02.  Results of Operations and Financial Condition.

On November 7, 2023, Franklin Street Properties Corp. (the “Registrant”) announced its financial results for the three and nine months ended September 30, 2023.  The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The press release references certain supplemental operating and financial data that is now available on the Registrant’s website.  A copy of the supplemental operating and financial data is attached hereto as Exhibit 99.2 and is incorporated by reference herein.  

The information in this Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

2

Exhibit No.

    

Description

99.1

Press Release issued by Franklin Street Properties Corp. on November 7, 2023.

99.2

Supplemental Operating and Financial Data for the Third Quarter of 2023.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

3

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 hereunto duly authorized.

FRANKLIN STREET PROPERTIES CORP.

Date: November 7, 2023

By:

/s/ George J. Carter

George J. Carter

Chief Executive Officer

4

EX-99.1 2 fsp-20231107xex99d1.htm EX-99.1

Exhibit 99.1

PRESS RELEASE

Franklin Street Properties Corp.

401 Edgewater Place ● Suite 200 ● Wakefield, Massachusetts 01880 ● (781) 557-1300 ● www.fspreit.com

Contact: Georgia Touma (877) 686-9496

For Immediate Release

Franklin Street Properties Corp. Announces

Third Quarter 2023 Results

Graphic

Wakefield, MA—November 7, 2023—Franklin Street Properties Corp. (the “Company”, “FSP”, “we” or “our”) (NYSE American:  FSP), a real estate investment trust (REIT), announced its results for the third quarter ended September 30, 2023.    

George J. Carter, Chairman and Chief Executive Officer, commented as follows:

“As the fourth quarter of 2023 begins, we continue to believe that the current price of our common stock does not accurately reflect the value of our underlying real estate assets.  We will seek to increase shareholder value by continuing to (1) pursue the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) strive to increase occupancy through the leasing of vacant space. We intend to use proceeds from property dispositions primarily for debt reduction.

During the third quarter of 2023, on August 9, 2023, we sold our only single-story-flex office property, which  contains approximately 64,198 square feet, located in Charlotte, North Carolina and known as Forest Park, for gross proceeds of $9,200,000, or approximately $143 per square foot.  Subsequent to the end of the third quarter of 2023, on October 26, 2023, we sold an office property containing approximately 214,110 square feet located in Plano, Texas, known as One Legacy, for gross proceeds of $48,000,000, or approximately $224 per square foot.

As a result of our recent property dispositions and our ongoing operations, as of November 7, 2023, we had cash, or cash equivalents on our balance sheet of approximately $73,500,000. We intend to use these funds primarily for continued debt reduction. We are also currently engaged in discussions with our existing lender group regarding extending or refinancing our remaining debt and anticipate further property dispositions this year, which we estimate will result in additional aggregate gross proceeds ranging between $108,000,000 and $153,000,000.  Proceeds from any additional property dispositions are also intended to be used primarily for debt reduction.

We look forward to the remainder of 2023 and beyond with anticipation and optimism.”  

Financial Highlights

GAAP net loss was $45.7 million and $51.7 million, or $0.44 and $0.50 per basic and diluted share for the three and nine months ended September 30, 2023, respectively.  
Funds From Operations (FFO) was $7.5 million and $23.0 million, or $0.07 and $0.22 per basic and diluted share, for the three and nine months ended September 30, 2023, respectively.

Leasing Highlights

During the nine months ended September 30, 2023, we leased approximately 571,000 square feet, including 206,000 square feet of new leases.  
Our directly owned real estate portfolio of 19 owned properties, totaling approximately 6.0 million square feet, was approximately 74.8% leased as of September 30, 2023, compared to approximately 75.6% leased as of December 31, 2022.  The decrease in the leased percentage is primarily a result of lease expirations and property dispositions, which was partially offset by leasing completed during the


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nine months ended September 30, 2023.
The weighted average GAAP base rent per square foot achieved on leasing activity during the nine months ended September 30, 2023, was $29.35, or 7.2% higher than average rents in the respective properties for the year ended December 31, 2022.  The average lease term on leases signed during the nine months ended September 30, 2023, was 6.3 years compared to 6.4 years during the year ended December 31, 2022.  Overall, the portfolio weighted average rent per occupied square foot was $31.46 as of September 30, 2023, compared to $30.48 as of December 31, 2022.  
We are currently tracking more than 900,000 square feet of new prospective tenants, including approximately 500,000 square feet of prospective tenants that have identified our properties on their respective short lists of potential locations.    
We believe that our continuing portfolio of real estate is well located, primarily in the Sunbelt and Mountain West geographic regions, and consists of high-quality assets with upside leasing potential.  

Investment Highlights

We remain committed to seeking to sell select properties during 2023 and using proceeds primarily for debt reduction.  
Since December 2020, we have completed the sale of properties resulting in gross proceeds of approximately $909 million and reflecting an average price per square foot of approximately $220.  
On August 9, 2023, we completed the sale of Forest Park in Charlotte, North Carolina for approximately $9.2 million in gross proceeds.  On August 10, 2023, we used the net proceeds from this sale and cash on hand to repay $10 million of the BMO Term Loan.
Subsequent to September 30, 2023, on October 26, 2023, we completed the sale of One Legacy in Plano, Texas for approximately $48 million in gross proceeds.  Proceeds are intended to be used primarily for the repayment of debt.    
We have entered into purchase and sale agreements with three different (and unrelated) purchasers for the potential sale of three properties that would result in aggregate gross proceeds of approximately $153 million.  The transactions remain subject to customary closing conditions, including without limitation, successful completion by one of the purchasers of a due diligence inspection period.  If successful, the transactions are expected to close during the fourth quarter of 2023 and the proceeds are intended to be used primarily for the repayment of debt.

Dividends

On October 6, 2023, we announced that our Board of Directors declared a quarterly cash dividend for the three months ended September 30, 2023, of $0.01 per share of common stock that will be paid on November 9, 2023, to stockholders of record on October 20, 2023.  

Consolidation of Sponsored REIT

As of January 1, 2023, we consolidated the operations of our Monument Circle sponsored REIT into our financial statements.  On October 29, 2021, we agreed to amend and restate our existing loan to Monument Circle that is secured by a mortgage on real estate owned by Monument Circle, which we refer to as the Sponsored REIT Loan.  The amended and restated Sponsored REIT Loan extended the maturity date from December 6, 2022 to June 30, 2023 and was further extended to September 30, 2023 on June 26, 2023), increased the aggregate principal amount of the loan from $21 million to $24 million, and included certain other modifications.  On September 26, 2023, the maturity date was further extended to September 30, 2024.  In consideration of our agreement to amend and restate the Sponsored REIT Loan, we obtained from the stockholders of Monument Circle the right to vote their shares in favor of any sale of the property owned by Monument Circle any time on or after January 1, 2023.  As a result of our obtaining this right to vote shares, GAAP variable interest entity (VIE) rules required us to consolidate Monument Circle as of January 1, 2023.  


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A gain on consolidation of approximately $0.4 million was recognized in the three months ended March 31, 2023.

Additional information about the consolidation of Monument Circle can be found in Note 1, “Organization, Properties, Basis of Presentation, Financial Instruments, and Recent Accounting Standards – Variable Interest Entities (VIEs)” and Note 2, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.  

Non-GAAP Financial Information

A reconciliation of Net income to FFO, Adjusted Funds From Operations (AFFO) and Sequential Same Store NOI and our definitions of FFO, AFFO and Sequential Same Store NOI can be found on Supplementary Schedules H and I.    

2023 Net Income, FFO and Disposition Guidance

At this time, due primarily to economic conditions and uncertainty surrounding the timing and amount of proceeds received from property dispositions, we are continuing suspension of Net Income, FFO and property disposition guidance (other than our expectations for property dispositions for the balance of the year set forth above).  

Real Estate Update

Supplementary schedules provide property information for the Company’s owned and consolidated properties as of September 30, 2023.  The Company will also be filing an updated supplemental information package that will provide stockholders and the financial community with additional operating and financial data.  The Company will file this supplemental information package with the SEC and make it available on its website at www.fspreit.com.

Today’s news release, along with other news about Franklin Street Properties Corp., is available on the Internet at www.fspreit.com.  We routinely post information that may be important to investors in the Investor Relations section of our website.  We encourage investors to consult that section of our website regularly for important information about us and, if they are interested in automatically receiving news and information as soon as it is posted, to sign up for E-mail Alerts.  

Earnings Call

A conference call is scheduled for November 8, 2023, at 11:00 a.m. (ET) to discuss the third quarter 2023 results. To access the call, please dial 888-440-4368 and use conference ID 5398803.  Internationally, the call may be accessed by dialing 646-960-0856 and using conference ID 5398803. To listen via live audio webcast, please visit the Webcasts & Presentations section in the Investor Relations section of the Company's website (www.fspreit.com) at least ten minutes prior to the start of the call and follow the posted directions. The webcast will also be available via replay from the above location starting one hour after the call is finished.      


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About Franklin Street Properties Corp.

Franklin Street Properties Corp., based in Wakefield, Massachusetts, is focused on infill and central business district (CBD) office properties in the U.S. Sunbelt and Mountain West, as well as select opportunistic markets.  FSP seeks value-oriented investments with an eye towards long-term growth and appreciation, as well as current income.  FSP is a Maryland corporation that operates in a manner intended to qualify as a real estate investment trust (REIT) for federal income tax purposes.  To learn more about FSP please visit our website at www.fspreit.com.

Forward-Looking Statements

Statements made in this press release that state FSP’s or management’s intentions, beliefs, expectations, or predictions for the future may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  This press release may also contain forward-looking statements, such as those relating to expectations for future potential leasing activity, expectations for future potential property dispositions, the payment of dividends and the repayment of debt in future periods, value creation/enhancement in future periods and expectations for growth and leasing activities in future periods that are based on current judgments and current knowledge of management and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements.  Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.  Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including as a result of the COVID-19 pandemic and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, our inability to extend and/or refinance our debt or effect asset sales sufficient to repay such debt prior to the maturity dates thereof, inflation rates, increasing interest rates, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, and any delays in the timing of anticipated dispositions, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy, geopolitical events and expenditures that cannot be anticipated, such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, increases in the level of general and administrative costs as a percentage of revenues as revenues decrease as a result of property dispositions, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments.  See the “Risk Factors” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and “Risk Factors” in Part 1, Item 1A of our Quarterly Report on Form 10-Q for the three months ended September 30, 2023, which may be updated from time to time in subsequent filings with the United States Securities and Exchange Commission.  Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, acquisitions, dispositions, performance or achievements.  We will not update any of the forward-looking statements after the date of this press release to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.    


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Franklin Street Properties Corp.

Earnings Release

Supplementary Information

Table of Contents

Franklin Street Properties Corp. Financial Results

A-C

Real Estate Portfolio Summary Information

D

Portfolio and Other Supplementary Information

E

Percentage of Leased Space

F

Largest 20 Tenants – FSP Owned Portfolio

G

Reconciliation and Definitions of Funds From Operations (FFO) and Adjusted

Funds From Operations (AFFO)

H

Reconciliation and Definition of Sequential Same Store results to Property Net

Operating Income (NOI) and Net Loss

I


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule A

Condensed Consolidated Statements of Operations

(Unaudited)

For the

For the

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands, except per share amounts)

  

2023

  

2022

  

2023

  

2022

 

Revenue:

Rental

$

36,903

$

40,366

$

110,927

$

122,994

Related party revenue:

Management fees and interest income from loans

466

1,393

Other

4

9

17

Total revenue

36,903

40,836

110,936

124,404

Expenses:

Real estate operating expenses

12,797

13,369

37,627

38,547

Real estate taxes and insurance

7,115

8,951

21,257

26,713

Depreciation and amortization

13,408

15,148

42,780

49,004

General and administrative

3,265

3,232

10,849

10,997

Interest

6,209

6,110

18,099

17,140

Total expenses

42,794

46,810

130,612

142,401

Loss on extinguishment of debt

(39)

(78)

(106)

(78)

Gain on consolidation of Sponsored REIT

394

Impairment and loan loss reserve

(717)

(1,857)

Gain (loss) on sale of properties and impairment of assets held for sale, net

(39,671)

24,077

(32,085)

24,077

Income (loss) before taxes

(45,601)

17,308

(51,473)

4,145

Tax expense

70

62

212

167

Net income (loss)

$

(45,671)

$

17,246

$

(51,685)

$

3,978

Weighted average number of shares outstanding, basic and diluted

103,430

103,236

103,333

103,372

Net income (loss) per share, basic and diluted

$

(0.44)

$

0.17

$

(0.50)

$

0.04


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule B

Condensed Consolidated Balance Sheets

(Unaudited)

September 30,

December 31,

(in thousands, except share and par value amounts)

    

2023

    

2022

 

Assets:

Real estate assets:

Land

$

114,298

$

126,645

Buildings and improvements

1,183,744

1,388,869

Fixtures and equipment

10,377

11,151

1,308,419

1,526,665

Less accumulated depreciation

386,838

423,417

Real estate assets, net

921,581

1,103,248

Acquired real estate leases, less accumulated amortization of $19,660 and $20,243, respectively

7,447

10,186

Assets held for sale

132,659

Cash, cash equivalents and restricted cash

13,043

6,632

Tenant rent receivables

2,854

2,201

Straight-line rent receivable

43,253

52,739

Prepaid expenses and other assets

5,601

6,676

Related party mortgage loan receivable, less allowance for credit loss of $0 and $4,237, respectively

19,763

Other assets: derivative asset

4,358

Office computers and furniture, net of accumulated depreciation of $1,166 and $1,115, respectively

109

154

Deferred leasing commissions, net of accumulated amortization of $17,143 and $19,043, respectively

25,226

35,709

Total assets

$

1,151,773

$

1,241,666

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

80,000

$

48,000

Term loans payable, less unamortized financing costs of $390 and $250, respectively

114,610

164,750

Series A & Series B Senior Notes, less unamortized financing costs of $371 and $494, respectively

199,629

199,506

Accounts payable and accrued expenses

36,857

50,366

Accrued compensation

3,179

3,644

Tenant security deposits

5,631

5,710

Lease liability

444

759

Acquired unfavorable real estate leases, less accumulated amortization of $384 and $574, respectively

97

195

Total liabilities

440,447

472,930

Commitments and contingencies

Stockholders’ Equity:

Preferred stock, $.0001 par value, 20,000,000 shares authorized, none issued or outstanding

Common stock, $.0001 par value, 180,000,000 shares authorized, 103,430,353 and 103,235,914 shares issued and outstanding, respectively

10

10

Additional paid-in capital

1,335,091

1,334,776

Accumulated other comprehensive income

1,417

4,358

Accumulated distributions in excess of accumulated earnings

(625,192)

(570,408)

Total stockholders’ equity

711,326

768,736

Total liabilities and stockholders’ equity

$

1,151,773

$

1,241,666


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule C

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the

Nine Months Ended

September 30,

(in thousands)

    

2023

    

2022

 

Cash flows from operating activities:

Net income (loss)

$

(51,685)

$

3,978

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization expense

44,705

50,472

Amortization of above and below market leases

(39)

(88)

Amortization of other comprehensive income into interest expense

(2,789)

Shares issued as compensation

315

394

Loss on extinguishment of debt

106

78

Gain on consolidation of Sponsored REIT

(394)

Impairment and loan loss reserve

1,857

(Gain) loss on sale of properties and impairment of assets held for sale, net

32,085

(24,077)

Changes in operating assets and liabilities:

Tenant rent receivables

(653)

645

Straight-line rents

427

(4,064)

Lease acquisition costs

(903)

(2,659)

Prepaid expenses and other assets

(644)

(1,670)

Accounts payable and accrued expenses

(2,516)

(6,388)

Accrued compensation

(465)

(1,545)

Tenant security deposits

(79)

(493)

Payment of deferred leasing commissions

(5,926)

(7,086)

Net cash provided by operating activities

11,545

9,354

Cash flows from investing activities:

Property improvements, fixtures and equipment

(26,024)

(38,035)

Consolidation of Sponsored REIT

3,048

Proceeds received from sales of properties

37,062

102,007

Net cash provided by investing activities

14,086

63,972

Cash flows from financing activities:

Distributions to stockholders

(3,099)

(52,956)

Proceeds received from termination of interest rate swap

4,206

Stock repurchases

(4,843)

Borrowings under bank note payable

67,000

80,000

Repayments of bank note payable

(35,000)

(15,000)

Repayments of term loans payable

(50,000)

(110,000)

Deferred financing costs

(2,327)

(2,561)

Net cash used in financing activities

(19,220)

(105,360)

Net increase (decrease) in cash, cash equivalents and restricted cash

6,411

(32,034)

Cash, cash equivalents and restricted cash, beginning of year

6,632

40,751

Cash, cash equivalents and restricted cash, end of period

$

13,043

$

8,717


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule D

Real Estate Portfolio Summary Information

(Unaudited & Approximated)

Commercial portfolio lease expirations (1)

Total

% of

Year

    

Square Feet

    

Portfolio

 

2023

89,611

1.4%

2024

557,694

9.0%

2025

442,352

7.1%

2026

637,257

10.3%

2027

339,790

5.5%

Thereafter (2)

4,139,756

66.7%

6,206,460

100.0%


(1) Percentages are determined based upon total square footage.
(2) Includes 1,714,644 square feet of vacancies at our owned and consolidated properties as of September 30, 2023.

(dollars & square feet in 000's)

As of September 30, 2023

% of

Square

% of

State

    

Properties

    

Investment

    

Portfolio

    

Feet

    

Portfolio

 

Colorado

4

$

454,322

49.3%

2,140

34.5%

Texas (a)

9

296,879

32.2%

2,423

39.1%

Georgia (a)

1

-

0.0%

160

2.6%

Minnesota

3

118,218

12.8%

758

12.2%

Virginia

1

32,723

3.6%

298

4.8%

Florida (a)

1

-

0.0%

213

3.4%

Indiana

1

19,439

2.1%

214

3.4%

Total

20

$

921,581

100.0%

6,206

100.0%


(a) Each state has one property that was classified as an asset held for sale as of September 30, 2023.


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule E

Portfolio and Other Supplementary Information

(Unaudited & Approximated)

Recurring Capital Expenditures

Nine Months

(in thousands)

For the Three Months Ended

Ended

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

30-Sep-23

Tenant improvements

$

3,047

$

4,381

$

3,653

$

11,081

Deferred leasing costs

908

3,230

1,114

5,252

Non-investment capex

2,967

2,042

1,775

6,784

$

6,922

$

9,653

$

6,542

$

23,117

(in thousands)

For the Three Months Ended

Year Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-22

Tenant improvements

$

1,877

$

5,453

$

6,813

$

7,508

$

21,651

Deferred leasing costs

3,032

1,327

2,053

1,152

7,564

Non-investment capex

5,065

6,736

9,289

9,074

30,164

$

9,974

$

13,516

$

18,155

$

17,734

$

59,379

Square foot & leased percentages

September 30,

December 31,

    

2023

    

2022

 

Owned Properties:

Number of properties (a)

19

21

Square feet

5,992,700

6,239,530

Leased percentage

74.8%

75.6%

Consolidated Property - Single Asset REIT (SAR):

Number of properties

1

Square feet

213,760

Leased percentage

4.1%

Total Owned and Consolidated Properties:

Number of properties

20

21

Square feet

6,206,460

6,239,530

Leased percentage

72.4%

75.6%

(a) Includes properties that were classified as an asset held for sale as of September 30, 2023.


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule F

Percentage of Leased Space

(Unaudited & Estimated)

Second

Third

% Leased (1)

Quarter

% Leased (1)

Quarter

as of

Average %

as of

Average %

    

Property Name

    

Location

    

Square Feet

    

30-Jun-23

    

Leased (2)

    

30-Sep-23

    

Leased (2)

 

FOREST PARK (3)

Charlotte, NC

78.4%

78.4%

(3)

(3)

1

PARK TEN

Houston, TX

157,609

90.8%

90.8%

83.8%

83.8%

2

PARK TEN PHASE II

Houston, TX

156,746

95.0%

95.0%

95.0%

95.0%

3

GREENWOOD PLAZA

Englewood, CO

196,236

66.3%

66.3%

66.3%

66.3%

4

ADDISON

Addison, TX

289,333

83.0%

83.0%

83.0%

83.0%

5

COLLINS CROSSING

Richardson, TX

300,887

97.1%

97.1%

85.5%

91.8%

6

INNSBROOK

Glen Allen, VA

298,183

81.3%

81.3%

81.3%

81.3%

7

LIBERTY PLAZA

Addison, TX

217,841

71.6%

71.8%

78.3%

76.1%

8

BLUE LAGOON (5)

Miami, FL

213,182

98.5%

98.5%

98.5%

98.5%

9

ELDRIDGE GREEN

Houston, TX

248,399

100.0%

100.0%

100.0%

100.0%

10

121 SOUTH EIGHTH ST

Minneapolis, MN

298,121

79.6%

82.2%

79.6%

79.6%

11

801 MARQUETTE AVE

Minneapolis, MN

129,691

91.8%

91.8%

91.8%

91.8%

12

LEGACY TENNYSON CTR

Plano, TX

209,461

62.5%

53.5%

67.3%

65.7%

13

ONE LEGACY (5)

Plano, TX

214,110

73.8%

73.8%

71.3%

72.1%

14

WESTCHASE I & II

Houston, TX

629,025

58.7%

58.7%

60.7%

60.1%

15

1999 BROADWAY

Denver, CO

682,639

61.0%

61.6%

57.5%

59.8%

16

1001 17TH STREET

Denver, CO

648,861

71.0%

71.0%

71.1%

71.4%

17

PLAZA SEVEN

Minneapolis, MN

330,096

64.4%

64.3%

59.3%

61.0%

18

PERSHING PLAZA (5)

Atlanta, GA

160,145

79.8%

79.8%

79.8%

79.8%

19

600 17TH STREET

Denver, CO

612,135

80.8%

80.6%

80.8%

80.8%

OWNED PORTFOLIO

5,992,700

75.7%

75.6%

74.8%

75.4%

20

MONUMENT CIRCLE (4)

Indianapolis, IN

213,760

4.1%

4.1%

4.1%

4.1%

OWNED & CONSOLIDATED PORTFOLIO

6,206,460

73.3%

73.2%

72.4%

72.9%


(1) % Leased as of month's end includes all leases that expire on the last day of the quarter.
(2) Average quarterly percentage is the average of the end of the month leased percentage for each of the three months during the quarter.
(3) Property was classified as an asset held for sale as of June 30, 2023 and was sold on August 9, 2023.
(4) Consolidated property as of January 1, 2023, which was previously a managed property.
(5) Properties were classified as assets held for sale as of September 30, 2023.


-12-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule G

Largest 20 Tenants – FSP Owned and Consolidated Portfolio

(Unaudited & Estimated)

The following table includes the largest 20 tenants in FSP’s owned and consolidated portfolio based on total square feet:

As of September 30, 2023

% of

    

Tenant

    

Sq Ft

    

Portfolio

 

1

CITGO Petroleum Corporation

248,399

4.0%

2

EOG Resources, Inc.

169,167

2.7%

3

US Government

168,573

2.7%

4

Lennar Homes, LLC

155,808

2.5%

5

Kaiser Foundation Health Plan, Inc.

120,979

1.9%

6

Swift, Currie, McGhee & Hiers, LLP

101,296

1.6%

7

Commonwealth of Virginia

100,010

1.6%

8

Deluxe Corporation

98,922

1.6%

9

Ping Identity Corp.

89,856

1.5%

10

Argo Data Resource Corporation

85,650

1.4%

11

Permian Resources Operating, LLC

67,856

1.1%

12

Bread Financial Payments, Inc.

67,274

1.1%

13

PwC US Group

66,304

1.1%

14

Hall and Evans LLC

65,878

1.0%

15

Cyxtera Management, Inc.

61,826

1.0%

16

Precision Drilling (US) Corporation

59,569

1.0%

17

EMC Corporation

57,100

0.9%

18

ID Software, LLC

57,100

0.9%

19

Olin Corporation

54,080

0.9%

20

Unique Vacations, Inc.

53,119

0.9%

Total

1,948,766

31.4%


-13-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule H

Reconciliation and Definitions of Funds From Operations (“FFO”) and

Adjusted Funds From Operations (“AFFO”)

A reconciliation of Net income to FFO and AFFO is shown below and a definition of FFO and AFFO is provided on Supplementary Schedule I.  Management believes FFO and AFFO are used broadly throughout the real estate investment trust (REIT) industry as measurements of performance.   The Company has included the National Association of Real Estate Investment Trusts (NAREIT) FFO definition as of May 17, 2016 in the table and notes that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently.  The Company’s computation of FFO and AFFO may not be comparable to FFO or AFFO reported by other REITs or real estate companies that define FFO or AFFO differently.  

Reconciliation of Net Loss to FFO and AFFO:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In thousands, except per share amounts)

   

2023

   

2022

2023

   

2022

   

Net income (loss)

$

(45,671)

$

17,246

$

(51,685)

$

3,978

Gain on consolidation of Sponsored REIT

(394)

Impairment and loan loss reserve

717

1,857

(Gain) loss on sale of properties and impairment of assets held for sale, net

39,671

(24,077)

32,085

(24,077)

Depreciation & amortization

13,400

15,114

42,742

48,916

NAREIT FFO

7,400

9,000

22,748

30,674

Lease Acquisition costs

109

41

278

206

Funds From Operations (FFO)

$

7,509

$

9,041

$

23,026

$

30,880

Funds From Operations (FFO)

$

7,509

$

9,041

$

23,026

$

30,880

Loss on extinguishment of debt

39

78

106

78

Amortization of deferred financing costs

665

461

1,926

1,468

Shares issued as compensation

315

394

Straight-line rent

106

(1,160)

428

(4,064)

Tenant improvements

(3,653)

(6,813)

(11,081)

(14,143)

Leasing commissions

(1,114)

(2,053)

(5,252)

(6,412)

Non-investment capex

(1,775)

(9,289)

(6,784)

(21,090)

Adjusted Funds From Operations (AFFO)

$

1,777

$

(9,735)

$

2,684

$

(12,889)

Per Share Data

EPS

$

(0.44)

$

0.17

$

(0.50)

$

0.04

FFO

$

0.07

$

0.09

$

0.22

$

0.30

AFFO

$

0.02

$

(0.09)

$

0.03

$

(0.12)

Weighted average shares (basic and diluted)

103,430

103,236

103,333

103,372


-14-

Funds From Operations (“FFO”)

The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders.  The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on mortgage loans, properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.    

FFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.  

Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner.  We have included the NAREIT FFO as of May 17, 2016 in the table and note 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.  

We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.

Adjusted Funds From Operations (“AFFO”)

The Company also evaluates performance based on Adjusted Funds From Operations, which we refer to as AFFO.  The Company defines AFFO as (1) FFO, (2) excluding loss on extinguishment of debt that is non-cash, (3) excluding our proportionate share of FFO and including distributions received, from non-consolidated REITs, (4) excluding the effect of straight-line rent, (5) plus the amortization of deferred financing costs, (6) plus the value of shares issued as compensation and (7) less recurring capital expenditures that are generally for maintenance of properties, which we call non-investment capex or are second generation capital expenditures.  Second generation costs include re-tenanting space after a tenant vacates, which include tenant improvements and leasing commissions.  

We exclude development/redevelopment activities, capital expenditures planned at acquisition and costs to reposition a property. We also exclude first generation leasing costs, which are generally to fill vacant space in properties we acquire or were planned for at acquisition.  

AFFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.  Other real estate companies may define this term in a different manner.  We believe that in order to facilitate a clear understanding of the results of the Company, AFFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.  


-15-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule I

Reconciliation and Definition of Sequential Same Store results to property Net Operating Income (NOI) and Net Income

Net Operating Income (“NOI”)

The Company provides property performance based on Net Operating Income, which we refer to as NOI.  Management believes that investors are interested in this information.  NOI is a non-GAAP financial measure that the Company defines as net income or loss (the most directly comparable GAAP financial measure) plus general and administrative expenses, depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges, interest expense, less equity in earnings of nonconsolidated REITs, interest income, management fee income, hedge ineffectiveness, gains or losses on extinguishment of debt, gains or losses on the sale of assets and excludes non-property specific income and expenses.  The information presented includes footnotes and the data is shown by region with properties owned in the periods presented, which we call Sequential Same Store.  The comparative Sequential Same Store results include properties held for all periods presented.  We exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees.  NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income or loss as an indication of our performance or to cash flows as a measure of the Company’s liquidity or its ability to make distributions.  The calculations of NOI and Sequential Same Store are shown in the following table:

Rentable

 

Square Feet

Three Months Ended

Three Months Ended

Inc

%

 

(in thousands)

    

or RSF

    

30-Sep-23

    

30-Jun-23

    

(Dec)

    

Change

 

Region

East

 

298

 

$

239

 

$

343

$

(104)

 

(30.3)

%

MidWest

 

758

 

1,396

 

1,718

 

(322)

 

(18.7)

%

South

 

2,797

 

8,532

 

8,128

 

404

 

5.0

%

West

 

2,140

 

6,505

 

6,412

 

93

 

1.5

%

Property NOI* from Owned Properties

 

5,993

 

16,672

 

16,601

 

71

 

0.4

%

Disposition and Acquisition Properties (a)

213

 

(68)

 

(30)

 

(38)

 

(0.2)

%

NOI*

6,206

 

$

16,604

 

$

16,571

$

33

 

0.2

%

Sequential Same Store

 

$

16,672

 

$

16,601

$

71

 

0.4

%

Less Nonrecurring

Items in NOI* (b)

 

485

 

301

 

184

 

(1.1)

%

Comparative

Sequential Same Store

 

$

16,187

 

$

16,300

$

(113)

 

(0.7)

%


-16-

Reconciliation to 

Three Months Ended

Three Months Ended

Net income (loss)

30-Sep-23

30-Jun-23

Net income (loss)

 

$

(45,671)

 

$

(8,420)

Add (deduct):

Loss on extinguishment of debt

 

39

 

Gain on sale of properties, net

 

39,671

 

806

Management fee income

 

(460)

 

(427)

Depreciation and amortization

 

13,409

 

14,645

Amortization of above/below market leases

 

(9)

 

(12)

General and administrative

 

3,265

 

3,768

Interest expense

 

6,209

 

6,084

Non-property specific items, net

 

151

 

127

NOI*

 

$

16,604

 

$

16,571

(a) We define Disposition and Acquisition Properties as properties that were sold or acquired or consolidated and do not have operating activity for all periods presented.
(b) Nonrecurring Items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability.

*Excludes NOI from investments in and interest income from secured loans to non-consolidated REITs.


EX-99.2 3 fsp-20231107xex99d2.htm EX-99.2

Exhibit 99.2 

Graphic

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300.~ www.fspreit.com


Graphic

Third Quarter 2023
Table of Contents

Page

Page

Company Information

3

Tenant Analysis and Leasing Activity

Tenants by Industry

17

Key Financial Data

20 Largest Tenants with Annualized Rent and Remaining Term

18-19

Financial Highlights

4

Leasing Activity

20

Income Statements

5

Lease Expirations by Square Feet

21

Balance Sheets

6

Lease Expirations with Annualized Rent per Square Foot

22

Cash Flow Statements

7

Capital Expenditures

23

Property Net Operating Income (NOI)

8

Reconciliation

Disposition Activity

24

FFO & AFFO

9

EBITDA

10

Loan Portfolio of Secured Real Estate

25

Property NOI

11

Net Asset Value Components

26

Debt Summary

12

Appendix: Non-GAAP Financial Measures Definitions

Capital Analysis

13

FFO

27

EBITDA and NOI

28

Owned and Consolidated Portfolio Overview

14-16

AFFO

29

All financial information contained in this supplemental information package is unaudited.  In addition, certain statements contained in this supplemental information package may be deemed to be forward-looking statements within the meaning of the federal securities laws.  Although FSP believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved.  Factors that could cause actual results to differ materially from FSP’s current expectations include adverse changes in general economic or local market conditions, including as a result of geopolitical events, increasing inflation, the COVID-19 pandemic and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, our inability to extend and/or refinance our debt or effect asset sales sufficient to repay such debt prior to the maturity dates thereof, increasing interest rates, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, any inability to dispose of properties on acceptable terms and any delays in the timing of any such anticipated dispositions, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments.  FSP assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

Graphic

1999 Broadway, Denver, CO

September 30, 2023| Page 2


Graphic

Company Information

Overview

Snapshot (as of September 30, 2023)

Franklin Street Properties Corp., based in Wakefield, Massachusetts, is focused on infill and central business district (CBD) office properties in the U.S. Sunbelt and Mountain West, as well as select opportunistic markets.  FSP seeks value-oriented investments with an eye towards long-term growth and appreciation, as well as current income.  FSP is a Maryland corporation that operates in a manner intended to qualify as a real estate investment trust (REIT) for federal income tax purposes. FSP’s real estate operations include property acquisitions and dispositions, short-term financing, leasing, development and asset management.

Corporate Headquarters

Wakefield, MA

Fiscal Year-End

31-Dec

Owned & Consolidated Properties

20

Total Square Feet

6.2 Million

Trading Symbol

FSP

Exchange

NYSE American

Common Shares Outstanding

103,430,353

Our Business

Total Market Capitalization

$0.6 Billion (1)

As of September 30, 2023, the Company owned a portfolio of real estate consisting of 19 owned  properties and one consolidated Sponsored REIT.  The Company may also pursue, on a selective basis, the sale of its properties in order to take advantage of the value creation and demand for its properties, for geographic, property specific reasons or for other general corporate purposes.

Insider Holdings

6.47%

Graphic

Management Team

George J. Carter

Jeffrey B. Carter

Chief Executive Officer and

President and Chief Investment

Chairman of the Board

Officer

John G. Demeritt

Scott H. Carter

Executive Vice President, Chief

Executive Vice President, General

Financial Officer and Treasurer

Counsel and Secretary

John F. Donahue

Eriel Anchondo

Executive Vice President

Executive Vice President and

Chief Operating Officer

600 17th Street, Denver, CO

Inquiries

Inquiries should be directed to: Georgia Touma

877.686.9496 or InvestorRelations@fspreit.com

(1) Total Market Capitalization is the closing share price multiplied by the number of shares outstanding plus total debt

outstanding.

September 30, 2023| Page 3


Graphic

Summary of Financial Highlights

(in thousands except per share amounts, SF & number of properties)

    

30-Sep-23

    

30-Jun-23

    

31-Mar-23

    

31-Dec-22

    

30-Sep-22

Income Items:

Rental revenue

$

36,903

$

36,257

$

37,767

$

40,745

$

40,366

Total revenue

36,903

36,266

37,767

41,211

40,836

Net income (loss)

(45,671)

(8,420)

2,406

(2,884)

17,246

Adjusted EBITDA*

13,718

13,178

14,269

16,112

15,250

FFO*

7,509

7,110

8,407

10,463

9,041

AFFO*

1,777

(903)

1,810

(8,681)

(9,735)

Per Share Data:

Earnings (loss) per share

$

(0.44)

$

(0.08)

$

0.02

$

(0.03)

$

0.17

FFO*

$

0.07

$

0.07

$

0.08

$

0.10

$

0.09

AFFO*

$

0.02

$

(0.01)

$

0.02

$

(0.08)

$

(0.09)

Weighted Average Shares (diluted)

103,430

103,330

103,236

103,236

103,236

Closing share price

$

1.85

$

1.45

$

1.57

$

2.73

$

2.63

Dividend declared

$

0.01

$

0.01

$

0.01

$

0.01

$

0.01

Balance Sheet Items:

Real estate, net

$

921,581

$

1,081,959

$

1,095,915

$

1,103,248

$

1,118,983

Other assets, net

230,192

117,350

117,767

138,418

143,087

Total assets, net

1,151,773

1,199,309

1,213,682

1,241,666

1,262,070

Total liabilities, net

440,447

440,215

444,387

472,930

489,509

Shareholders equity

711,326

759,094

769,295

768,736

772,561

Market Capitalization and Debt:

Total Market Capitalization (a)

$

586,346

$

549,974

$

562,080

$

694,834

$

701,510

Total debt outstanding (excluding unamortized financing costs)

$

395,000

$

400,000

$

400,000

$

413,000

$

430,000

Debt to Total Market Capitalization

67.4%

72.7%

71.2%

59.4%

61.3%

Net Debt to Adjusted EBITDA ratio*

7.0

7.5

6.8

6.3

6.9

Owned Properties Leasing Statistics (b):

Owned properties assets

19

20

20

21

22

Owned properties total SF

5,992,700

6,056,898

6,049,466

6,239,530

6,433,954

Owned properties % leased

74.8%

75.7%

73.9%

75.6%

75.9%


(a) Total Market Capitalization is the closing share price multiplied by the number of shares outstanding plus total debt outstanding on that date.
(b) Excludes one property known as Monument Circle that was consolidated in our financial statements effective January 1, 2023. Please see the note: Consolidation of Sponsored REIT on page 25 for more information.

*

See pages 9 & 10 for reconciliations of Net income or loss to FFO, AFFO and Adjusted EBITDA, respectively, and the Appendix for Non-GAAP Financial Measures Definitions beginning on page 27.

September 30, 2023| Page 4


Graphic

Condensed Consolidated Income Statements

($ in thousands, except per share amounts)

For the Nine

For the

For the Three Months Ended

Months Ended

For the Three Months Ended

Year Ended

31-Mar-23

30-Jun-23

30-Sep-23

30-Sep-23

31-Mar-22

30-Jun-22

30-Sep-22

31-Dec-22

31-Dec-22

Revenue:

Rental

  

$

37,767

  

$

36,257

  

$

36,903

    

$

110,927

  

  

$

41,797

  

$

40,831

  

$

40,366

  

$

40,745

  

$

163,739

Related party revenue:

Management fees and interest income from loans

460

467

466

462

1,855

Other

9

9

7

6

4

4

21

Total revenue

37,767

36,266

36,903

110,936

42,264

41,304

40,836

41,211

165,615

Expenses:

Real estate operating expenses

12,690

12,140

12,797

37,627

12,834

12,344

13,369

14,273

52,820

Real estate taxes and insurance

6,973

7,169

7,115

21,257

8,719

9,043

8,951

7,907

34,620

Depreciation and amortization

14,727

14,645

13,408

42,780

15,670

18,186

15,148

14,804

63,808

General and administrative

3,817

3,767

3,265

10,849

3,784

3,981

3,232

2,888

13,885

Interest

5,806

6,084

6,209

18,099

5,366

5,664

6,110

5,668

22,808

Total expenses

44,013

43,805

42,794

130,612

46,373

49,218

46,810

45,540

187,941

Loss on extinguishment of debt

(67)

(39)

(106)

(78)

(78)

Gain on consolidation of Sponsored REIT

394

394

Impairment and loan loss reserve

(1,140)

(717)

(2,380)

(4,237)

Gain (loss) on sale of properties and impairment of assets held for sale, net

8,392

(806)

(39,671)

(32,085)

24,077

3,862

27,939

Income (loss) before taxes on income

2,473

(8,345)

(45,601)

(51,473)

(4,109)

(9,054)

17,308

(2,847)

1,298

Tax expense on income

67

75

70

212

49

56

62

37

204

Net income (loss)

$

2,406

$

(8,420)

$

(45,671)

$

(51,685)

$

(4,158)

$

(9,110)

$

17,246

$

(2,884)

$

1,094

Weighted average number of shares outstanding, basic and diluted

103,236

103,330

103,430

103,333

103,691

103,193

103,236

103,236

103,338

Net income (loss) per share, basic and diluted

$

0.02

$

(0.08)

$

(0.44)

$

(0.50)

$

(0.04)

$

(0.09)

$

0.17

$

(0.03)

$

0.01

September 30, 2023| Page 5


$ in thousands, except per share amounts)

Graphic

Condensed Consolidated Balance Sheets

(in thousands)

March 31,

June 30,

September 30,

March 31,

June 30,

September 30,

December 31,

    

2023

2023

    

2023

  

  

2022

2022

    

2022

    

2022

 

Assets:

Real estate assets:

Land

$

130,147

$

128,588

$

114,298

$

146,844

$

146,844

$

131,556

$

126,645

Buildings and improvements

1,367,629

1,362,939

1,183,744

1,465,312

1,477,913

1,397,303

1,388,869

Fixtures and equipment

11,411

11,612

10,377

11,819

12,192

10,656

11,151

1,509,187

1,503,139

1,308,419

1,623,975

1,636,949

1,539,515

1,526,665

Less accumulated depreciation

413,272

421,180

386,838

436,627

450,792

420,532

423,417

Real estate assets, net

1,095,915

1,081,959

921,581

1,187,348

1,186,157

1,118,983

1,103,248

Acquired real estate leases, net

9,620

8,828

7,447

13,453

12,373

11,177

10,186

Assets held for sale

8,860

132,659

Cash, cash equivalents and restricted cash

13,110

6,697

13,043

10,983

4,693

8,717

6,632

Tenant rent receivables, net

3,306

1,938

2,854

2,041

2,627

1,309

2,201

Straight-line rent receivable, net

51,703

50,267

43,253

51,309

54,354

50,885

52,739

Prepaid expenses and other assets

6,125

5,648

5,601

7,403

6,863

6,961

6,676

Related party mortgage loan receivable, less allowance for credit loss

24,000

22,860

22,143

19,763

Other assets: derivative asset

1,951

4,266

4,358

Office computers and furniture, net of accumulated depreciation

145

127

109

204

187

170

154

Deferred leasing commissions, net

33,758

34,985

25,226

40,379

39,654

37,459

35,709

Total assets

$

1,213,682

$

1,199,309

$

1,151,773

$

1,337,120

$

1,331,719

$

1,262,070

$

1,241,666

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

75,000

$

75,000

$

80,000

$

40,000

$

55,000

$

65,000

$

48,000

Term loan payable, net of unamortized financing costs

124,365

124,471

114,610

274,402

274,518

164,692

164,750

Series A & Series B Senior Notes

199,547

199,588

199,629

199,383

199,424

199,465

199,506

Accounts payable and accrued expenses

37,720

32,501

36,857

44,700

39,315

50,371

50,366

Accrued compensation

1,189

2,286

3,179

1,206

2,252

3,159

3,644

Tenant security deposits

5,740

5,666

5,631

5,837

5,819

5,726

5,710

Lease liability

655

550

444

1,061

962

862

759

Other liabilities: derivative liabilities

195

Acquired unfavorable real estate leases, net

171

153

97

450

397

234

195

Total liabilities

444,387

440,215

440,447

567,234

577,687

489,509

472,930

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

Common stock

10

10

10

10

10

10

10

Additional paid-in capital

1,334,776

1,335,091

1,335,091

1,334,383

1,334,776

1,334,776

1,334,776

Accumulated other comprehensive (income) loss

3,544

2,480

1,417

(195)

1,951

4,266

4,358

Accumulated distributions in excess of accumulated earnings

(569,035)

(578,487)

(625,192)

(564,312)

(582,705)

(566,491)

(570,408)

Total stockholders’ equity

769,295

759,094

711,326

769,886

754,032

772,561

768,736

Total liabilities and stockholders’ equity

$

1,213,682

$

1,199,309

$

1,151,773

$

1,337,120

$

1,331,719

$

1,262,070

$

1,241,666

September 30, 2023| Page 6


Graphic

Condensed Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

2023

2022

Cash flows from operating activities:

Net income (loss)

$

(51,685)

$

3,978

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization expense

44,705

50,472

Amortization of above and below market leases

(39)

(88)

Amortization of other comprehensive income into interest expense

(2,789)

Shares issued as compensation

315

394

Loss on extinguishment of debt

106

78

Gain on consolidation of Sponsored REIT

(394)

Impairment and loan loss reserve

1,857

(Gain) loss on sale of properties and impairment of assets held for sale, net

32,085

(24,077)

Changes in operating assets and liabilities:

Tenant rent receivables

(653)

645

Straight-line rents

427

(4,064)

Lease acquisition costs

(903)

(2,659)

Prepaid expenses and other assets

(644)

(1,670)

Accounts payable and accrued expenses

(2,516)

(6,388)

Accrued compensation

(465)

(1,545)

Tenant security deposits

(79)

(493)

Payment of deferred leasing commissions

(5,926)

(7,086)

Net cash provided by operating activities

11,545

9,354

Cash flows from investing activities:

Property improvements, fixtures and equipment

(26,024)

(38,035)

Consolidation of Sponsored REIT

3,048

Proceeds received from sales of properties

37,062

102,007

Net cash provided by investing activities

14,086

63,972

Cash flows from financing activities:

Distributions to stockholders

(3,099)

(52,956)

Stock repurchases

(4,843)

Proceeds received from termination of interest rate swap

4,206

Borrowings under bank note payable

67,000

80,000

Repayments of bank note payable

(35,000)

(15,000)

Repayment of term loan payable

(50,000)

(110,000)

Deferred financing costs

(2,327)

(2,561)

Net cash used in financing activities

(19,220)

(105,360)

Net increase (decrease) in cash, cash equivalents and restricted cash

6,411

(32,034)

Cash, cash equivalents and restricted cash, beginning of period

6,632

40,751

Cash, cash equivalents and restricted cash, end of period

$

13,043

$

8,717

September 30, 2023| Page 7


Graphic

Property Net Operating Income (NOI)* with

Same Store Comparison (in thousands)

Rentable

 

Square Feet

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

Inc

%

 

(in thousands)

    

or RSF

   

31-Mar-23

   

30-Jun-23

   

30-Sep-23

   

30-Sep-23

   

31-Mar-22

   

30-Jun-22

   

30-Sep-22

   

30-Sep-22

   

(Dec)

   

Change

 

Region

East

 

298

 

$

276

 

$

343

$

239

 

$

858

 

$

274

 

$

278

 

$

221

 

$

773

 

$

85

 

11.0

%

MidWest

 

758

 

2,239

 

1,718

1,396

 

5,353

 

2,478

 

3,038

 

2,486

 

8,002

 

(2,649)

 

(33.1)

%

South

 

2,797

 

7,933

 

8,128

8,532

 

24,593

 

5,817

 

5,611

 

5,902

 

17,330

 

7,263

 

41.9

%

West

 

2,140

 

6,422

 

6,412

6,505

 

19,339

 

8,070

 

6,609

 

6,401

 

21,080

 

(1,741)

 

(8.3)

%

Property NOI* from Owned Properties

 

5,993

 

16,870

 

16,601

 

16,672

 

50,143

 

16,639

 

15,536

 

15,010

 

47,185

 

2,958

 

6.3

%

Disposition and Acquisition Properties (a)

213

 

870

 

(30)

(68)

 

772

 

2,942

 

3,582

2,658

 

9,182

 

(8,410)

 

(16.0)

%

Property NOI*

6,206

 

$

17,740

 

$

16,571

 

$

16,604

 

$

50,915

 

$

19,581

 

$

19,118

 

$

17,668

 

$

56,367

 

$

(5,452)

 

(9.7)

%

 

Same Store

 

$

16,870

 

$

16,601

 

$

16,672

 

$

50,143

 

$

16,639

 

$

15,536

 

$

15,010

 

$

47,185

 

$

2,958

 

6.3

%

Less Nonrecurring

Items in NOI* (b)

 

1,292

 

301

485

 

2,078

 

273

 

1,258

494

 

2,025

 

53

 

0.1

%

Comparative

Same Store

 

$

15,578

 

$

16,300

 

$

16,187

 

$

48,065

 

$

16,366

 

$

14,278

 

$

14,516

 

$

45,160

 

$

2,905

 

6.4

%


(a) We define Disposition and Acquisition Properties as properties that were sold or acquired or consolidated and do not have operating activity for all periods presented.
(b) Nonrecurring items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability.

*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 27.

September 30, 2023| Page 8


Graphic

FFO* & AFFO* Reconciliation

(in thousands, except per share amounts)

Nine Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

30-Sep-23

 

 

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-22

 

Net income (loss)

$

2,406

$

(8,420)

$

(45,671)

$

(51,685)

$

(4,158)

$

(9,110)

$

17,246

$

(2,884)

$

1,094

Gain on consolidation of Sponsored REIT

(394)

(394)

Impairment and loan loss reserve

1,140

717

2,380

4,237

(Gain) on sale of properties and impairment of assets held for sale, net

(8,392)

806

39,671

32,085

(24,077)

(3,862)

(27,939)

Depreciation & amortization

14,709

14,633

13,400

42,742

15,661

18,141

15,114

14,773

63,689

NAREIT FFO*

8,329

7,019

7,400

22,748

11,503

10,171

9,000

10,407

41,081

Lease Acquisition costs

78

91

109

278

79

86

41

56

262

Funds From Operations (FFO)*

$

8,407

$

7,110

$

7,509

$

23,026

$

11,582

$

10,257

$

9,041

$

10,463

$

41,343

Adjusted Funds From Operations (AFFO)*

Funds From Operations (FFO)*

$

8,407

$

7,110

$

7,509

$

23,026

$

11,582

$

10,257

$

9,041

$

10,463

$

41,343

Loss on extinguishment of debt

67

39

106

78

78

Amortization of deferred financing costs

589

672

665

1,926

526

481

461

421

1,889

Shares issued as compensation

315

315

394

394

Straight-line rent

(331)

653

106

428

(1,216)

(1,688)

(1,160)

(1,831)

(5,895)

Tenant improvements

(3,047)

(4,381)

(3,653)

(11,081)

(1,877)

(5,453)

(6,813)

(7,508)

(21,651)

Leasing commissions

(908)

(3,230)

(1,114)

(5,252)

(3,032)

(1,327)

(2,053)

(1,152)

(7,564)

Non-investment capex

(2,967)

(2,042)

(1,775)

(6,784)

(5,065)

(6,736)

(9,289)

(9,074)

(30,164)

Adjusted Funds From Operations (AFFO)*

$

1,810

$

(903)

$

1,777

$

2,684

$

918

$

(4,072)

$

(9,735)

$

(8,681)

$

(21,570)

Per Share Data:

Earnings (loss) per share

$

0.02

$

(0.08)

$

(0.44)

$

(0.50)

$

(0.04)

$

(0.09)

$

0.17

$

(0.03)

$

0.01

FFO*

0.08

0.07

0.07

0.22

0.11

0.10

0.09

0.10

0.40

AFFO*

0.02

(0.01)

0.02

0.03

0.01

(0.04)

(0.09)

(0.08)

(0.21)

Weighted Average Shares (basic and diluted)

103,236

103,330

103,430

103,333

103,691

103,193

103,236

103,236

103,338


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 27.

September 30, 2023| Page 9


Graphic

EBITDA* & Adjusted EBITDA* Reconciliation

(in thousands, except ratio amounts)

Nine Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

30-Sep-23

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-22

 

 

Net income (loss)

$

2,406

$

(8,420)

$

(45,671)

$

(51,685)

$

(4,158)

$

(9,110)

$

17,246

$

(2,884)

$

1,094

Interest expense

5,806

6,084

6,209

18,099

5,366

5,664

6,110

5,668

22,808

Depreciation and amortization

14,709

14,633

13,400

42,742

15,661

18,141

15,114

14,773

63,689

Income taxes

67

75

70

212

49

56

62

37

204

EBITDA*

$

22,988

$

12,372

(25,992)

$

9,368

$

16,918

$

14,751

$

38,532

$

17,594

$

87,795

Loss on extinguishment of debt

67

39

106

78

78

Gain on consolidation of Sponsored REIT

(394)

(394)

Impairment and loan loss reserve

1,140

717

2,380

4,237

(Gain) loss on sale of properties and impairment of assets held for sale, net

(8,392)

806

39,671

32,085

(24,077)

(3,862)

(27,939)

Adjusted EBITDA*

$

14,269

$

13,178

$

13,718

$

41,165

$

16,918

$

15,891

$

15,250

$

16,112

$

64,171

Interest expense

$

5,806

$

6,084

$

6,209

$

18,099

$

5,366

$

5,664

$

6,110

$

5,668

$

22,808

Scheduled principal payments

Interest and scheduled principal payments

$

5,806

$

6,084

$

6,209

$

18,099

$

5,366

$

5,664

$

6,110

$

5,668

$

22,808

Interest coverage ratio

2.46

2.17

2.21

2.27

3.15

2.81

2.50

2.84

2.81

Debt service coverage ratio

2.46

2.17

2.21

2.27

3.15

2.81

2.50

2.84

2.81

Debt excluding unamortized financing costs

$

400,000

$

400,000

$

395,000

$

515,000

$

530,000

$

430,000

$

413,000

Cash, cash equivalents and restricted cash

13,110

6,697

13,043

10,983

4,693

8,717

6,632

Net Debt (Debt less Cash, cash equivalents and restricted cash)

$

386,890

$

393,303

$

381,957

$

504,017

$

525,307

$

421,283

$

406,368

Adjusted EBITDA*

$

14,269

$

13,178

$

13,718

$

16,918

$

15,891

$

15,250

$

16,112

Annualized

$

57,076

$

52,712

$

54,872

$

67,672

$

63,564

$

61,000

$

64,448

Net Debt-to-Adjusted EBITDA ratio*

6.8

7.5

7.0

7.4

8.3

6.9

6.3


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 27.

September 30, 2023| Page 10


Graphic

Reconciliation of Net Income (Loss) to Property NOI*

(in thousands)

Nine Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

30-Sep-23

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-22

 

Net income (loss)

$

2,406

$

(8,420)

$

(45,671)

$

(51,685)

$

(4,158)

$

(9,110)

$

17,246

$

(2,884)

$

1,094

Add (deduct):

Loss on extinguishment of debt

67

39

106

78

78

Gain on consolidation of Sponsored REIT

(394)

(394)

Impairment and loan loss reserve

1,140

717

2,380

4,237

(Gain) loss on sale of properties and impairment of assets held for sale, net

(8,392)

806

39,671

32,085

(24,077)

(3,862)

(27,939)

Management fee income

(374)

(427)

(460)

(1,261)

(291)

(267)

(274)

(295)

(1,127)

Depreciation and amortization

14,727

14,645

13,409

42,781

15,670

18,185

15,148

14,805

63,808

Amortization of above/below market leases

(18)

(12)

(9)

(39)

(9)

(45)

(34)

(30)

(118)

General and administrative

3,817

3,768

3,265

10,850

3,784

3,981

3,233

2,888

13,886

Interest expense

5,806

6,084

6,209

18,099

5,366

5,664

6,110

5,668

22,808

Interest income

(451)

(455)

(461)

(460)

(1,827)

Non-property specific items, net

95

127

151

373

(330)

25

(18)

5

(318)

Property NOI*

$

17,740

$

16,571

$

16,604

$

50,915

$

19,581

$

19,118

$

17,668

$

18,215

$

74,582


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 27.

September 30, 2023| Page 11


Graphic

Debt Summary

(in thousands)

Maximum

Amount

Interest

Interest

Maturity

Amount

Drawn at

Rate (a)

Rate at

Facility

    

Date

    

of Loan

    

30-Sep-23

    

Components

    

30-Sep-23

    

Fee

 

BofA Revolver

1-Oct-24

$

150,000

$

80,000

SOFR

 + 

3.00%

8.44%

0.35%

BMO Term Loan Tranche B

1-Oct-24

125,000

115,000

SOFR

 + 

3.00%

8.43%

Series A Senior Notes

20-Dec-24

116,000

116,000

4.49%

Series B Senior Notes

20-Dec-27

84,000

84,000

4.76%

$

475,000

$

395,000

6.49%

The table above is a summary of our debt as of September 30, 2023.  Additional information on our debt can be found in our Annual Report on Form 10-K for the year ended December 31, 2022, as updated in our Quarterly Reports on Form 10-Q, on file with the U.S. Securities and Exchange Commission.  
On February 8, 2023, we terminated all remaining interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we received an aggregate of approximately $4.3 million as a result of such terminations.  
On February 10, 2023, we entered into an amendment to the credit agreement evidencing our $165 million BMO Term Loan.   On February 10, 2023, as part of the amendment to the BMO Term Loan, we repaid a $40 million portion of the BMO Term Loan, so that $125 million remained outstanding under the BMO Term Loan.  On August 10, 2023, we repaid $10 million of this loan, so that $115 million remains outstanding under the BMO Term Loan as of September 30, 2023.  On or before April 1, 2024, we are required to repay an additional $15 million of the BMO Term Loan.  The amendment, among other items, extended the maturity date from January 31, 2024 to October 1, 2024, changed the interest rate from a number of basis points over LIBOR depending on our credit rating to 300 basis points over SOFR, and made certain changes to conditions and covenants.    
On February 10, 2023, we entered into an amendment to the credit agreement evidencing our BofA Revolver.  The amendment, among other items, extended the maturity date from January 12, 2024 to October 1, 2024, reduced availability from $237.5 million to $150 million, with further reductions to $125 million effective October 1, 2023 and to $100 million effective April 1, 2024, changed the interest rate from a number of basis points over SOFR depending on our credit rating to 300 basis points over SOFR, and made certain changes to conditions and covenants.  
As of September 30, 2023, the BofA Revolver was subject to a 35 basis point facility fee on the unused portion of the facility.          
We incurred financing costs, some of which are deferred and amortized into interest expense during the terms of the loans we execute.  

(a) Interest rates exclude amortization of deferred financing costs and facility fees.

September 30, 2023| Page 12


Graphic

Capital Analysis

(in thousands, except per share amounts)

31-Mar-23

30-Jun-23

30-Sep-23

31-Mar-22

30-Jun-22

30-Sep-22

31-Dec-22

Market Data:

    

    

    

  

  

    

    

    

  

Shares Outstanding

103,236

103,430

103,430

103,152

103,236

103,236

103,236

Closing market price per share

$

1.57

$

1.45

$

1.85

$

5.90

$

4.17

$

2.63

$

2.73

Market capitalization

$

162,080

$

149,974

$

191,346

$

608,596

$

430,494

$

271,510

$

281,834

Total debt outstanding excluding unamortized financing costs

400,000

400,000

395,000

515,000

530,000

430,000

413,000

Total Market Capitalization

$

562,080

$

549,974

$

586,346

$

1,123,596

$

960,494

$

701,510

$

694,834

Dividend Data:

Total dividends declared for the quarter

$

1,033

$

1,032

$

1,034

$

9,360

$

9,284

$

1,032

$

1,032

Common dividend declared per share

$

0.01

$

0.01

$

0.01

$

0.09

$

0.09

$

0.01

$

0.01

Declared dividend as a % of Net income (loss) per share

43%

(12)%

(2)%

(224)%

(102)%

6%

(36)%

Declared dividend as a % of AFFO* per share

57%

(114)%

58%

1017%

(228)%

(11)%

(12)%

Liquidity:

Cash, cash equivalents and restricted cash

$

13,110

$

6,697

$

13,043

$

10,983

$

4,693

$

8,717

$

6,632

Revolver:

Gross potential available under the BofA Revolver

150,000

150,000

150,000

237,500

237,500

237,500

237,500

Less:

Outstanding balance

(75,000)

(75,000)

(80,000)

(40,000)

(55,000)

(65,000)

(48,000)

Total Liquidity

$

88,110

$

81,697

$

83,043

$

208,483

$

187,193

$

181,217

$

196,132


*

See page 9 for a reconciliation of Net Income (Loss) to AFFO and the Appendix for Non-GAAP Financial Measures Definitions beginning on page 27.

September 30, 2023| Page 13


Graphic

Owned & Consolidated Portfolio Overview

As of the Quarter Ended

    

30-Sep-23

30-Jun-23

31-Mar-23

31-Dec-22

30-Sep-22

 

Total Owned Properties:

Number of properties (a)

19

20

20

21

22

Square feet

5,992,700

6,056,898

6,049,466

6,239,530

6,433,954

Leased percentage

74.8%

75.7%

73.9%

75.6%

75.9%

Consolidated Property - Single Asset REIT (SAR):

Number of properties

1

1

1

Square feet

213,760

213,760

213,760

Leased percentage

4.1%

4.1%

4.1%

Total Owned and Consolidated Properties:

Number of properties

20

21

21

21

22

Square feet

6,206,460

6,270,658

6,263,226

6,239,530

6,433,954

Leased percentage

72.4%

73.3%

71.5%

75.6%

75.9%

(a) Includes three properties that were classified as assets held for sale as of September 30, 2023.

September 30, 2023| Page 14


Graphic

Owned & Consolidated Portfolio Overview

Percent

Wtd Occupied

GAAP

Percent

Wtd Occupied

GAAP

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

    

    

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

 

East Region

Midwest Region

Richmond, VA

Minneapolis

Innsbrook

Glen Allen

VA

298,183

81.3%

47.8%

$

18.69

121 South 8th Street

Minneapolis

MN

298,121

79.6%

82.1%

$

25.06

801 Marquette Ave

Minneapolis

MN

129,691

91.8%

91.8%

24.13

Plaza Seven

Minneapolis

MN

330,096

59.3%

65.5%

29.58

Indianapolis, IN

Monument Circle (c)

Indianapolis

IN

213,760

4.1%

4.1%

31.71

East Region Total

298,183

81.3%

47.8%

$

18.69

Midwest Region Total

971,668

57.7%

60.6%

$

26.63


(a) Weighted Occupied Percentage for the nine months ended September 30, 2023.
(b) Weighted Average GAAP Rent per Occupied Square Foot.
(c) Consolidated as of January 1, 2023, property held by Single Asset REIT (SAR).

September 30, 2023| Page 15


Graphic

Owned & Consolidated Portfolio Overview

Percent

Wtd Occupied

GAAP

Percent

Wtd Occupied

GAAP

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

    

    

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

 

South Region

West Region

Dallas-Fort Worth

Denver

Legacy Tennyson Center

Plano

TX

209,461

67.3%

49.0%

$

30.25

1999 Broadway

Denver

CO

682,639

57.5%

62.0%

$

33.66

One Legacy Circle (c)

Plano

TX

214,110

71.3%

66.8%

38.31

Greenwood Plaza

Englewood

CO

196,236

66.3%

66.3%

29.04

Addison Circle

Addison

TX

289,333

83.0%

83.0%

35.18

1001 17th Street

Denver

CO

648,861

71.1%

70.1%

38.84

Collins Crossing

Richardson

TX

300,887

85.5%

94.9%

26.93

600 17th Street

Denver

CO

612,135

80.8%

78.7%

34.66

Liberty Plaza

Addison

TX

217,841

78.3%

72.2%

24.48

West Region Total

2,139,871

69.1%

69.6%

$

35.16

Houston

Park Ten

Houston

TX

157,609

83.8%

78.0%

28.58

Total Owned & Consolidated Properties

6,206,460

72.4%

69.9%

$

31.46

Eldridge Green

Houston

TX

248,399

100.0%

100.0%

27.05

Park Ten Phase II

Houston

TX

156,746

95.0%

95.0%

29.24

Westchase I & II

Houston

TX

629,025

60.7%

58.5%

26.98

Miami-Ft. Lauderdale-West Palm Beach

Blue Lagoon Drive (c)

Miami

FL

213,182

98.5%

81.9%

44.71

Atlanta

Pershing Plaza (c)

Atlanta

GA

160,145

79.8%

79.8%

38.56

South Region Total

2,796,738

79.0%

75.8%

$

31.06


(a) Weighted Occupied Percentage for the nine months ended September 30, 2023.
(b) Weighted Average GAAP Rent per Occupied Square Foot.
(c) Properties were classified as assets held for sale as of September 30, 2023.

September 30, 2023| Page 16


Graphic

Tenants by Industry

(Owned and Consolidated Properties by Square Feet)

Graphic

September 30, 2023| Page 17


Graphic

20 Largest Tenants with Annualized Rent and Remaining Term

(Owned and Consolidated Properties)

Remaining

Aggregate

% of Aggregate

Tenant

Number of

Lease Term

Leased

% of Total

Annualized

Leased

    

Name

    

Leases

    

in Months

    

Square Feet

    

Square Feet

    

Rent (a)

    

Annualized Rent

 

1

CITGO Petroleum Corporation

1

114

248,399

4.0%

$

7,064,468

5.1%

2

EOG Resources, Inc.

1

39

169,167

2.7%

6,237,187

4.5%

3

US Government (b)

2

28, 88

168,573

2.7%

6,416,990

4.7%

4

Lennar Homes, LLC

1

162

155,808

2.5%

6,450,451

4.7%

5

Kaiser Foundation Health Plan, Inc.

1

68

120,979

1.9%

4,029,672

2.9%

6

Swift, Currie, McGhee & Hiers, LLP

1

120

101,296

1.6%

4,160,591

3.0%

7

Commonwealth of Virginia (c)

1

126

100,010

1.6%

0.0%

8

Deluxe Corporation

1

166

98,922

1.6%

2,990,533

2.2%

9

Ping Identity Corp.

1

33

89,856

1.5%

3,673,313

2.7%

10

Argo Data Resource Corporation

1

83

85,650

1.4%

2,823,024

2.1%

11

Permian Resources Operating, LLC

1

97

67,856

1.1%

2,929,344

2.1%

12

Bread Financial Payments, Inc.

1

33

67,274

1.1%

2,862,509

2.1%

13

PwC US Group (d)

1

10, 64

66,304

1.1%

2,323,323

1.7%

14

Hall and Evans LLC

1

71

65,878

1.0%

2,523,583

1.8%

15

Cyxtera Management, Inc.

1

76

61,826

1.0%

2,404,413

1.8%

16

Precision Drilling (US) Corporation

1

56

59,569

1.0%

2,089,680

1.5%

17

EMC Corporation

1

12

57,100

0.9%

1,727,275

1.3%

18

ID Software, LLC

1

68

57,100

0.9%

1,715,855

1.3%

19

Olin Corporation

1

78

54,080

0.9%

1,711,632

1.2%

20

Unique Vacations, Inc. (e)

1

128

53,119

0.9%

0.0%

Total

1,948,766

31.4%

$

64,133,843

46.7%


Footnotes on next page

September 30, 2023| Page 18


Graphic

20 Largest Tenants with Annualized Rent and Remaining Term

(Owned and Consolidated Properties)

Footnotes:

(a) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at September 30, 2023 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.

(b) Includes 43,573 square feet expiring in 2026. The remaining 125,000 square feet expire in 2031.

(c) Lease commences on December 1, 2023 and rent commences on June 1, 2024.

(d) Includes 11,970 square feet expiring in 2024. The remaining 54,334 square feet expire in 2029.

(e) Rent commences on June 1, 2024.

September 30, 2023| Page 19


Graphic

Leasing Activity

(Owned and Consolidated Properties)

Year

Year

    

Nine Months Ended

Ended

    

Ended

 

Leasing Activity

30-Sep-23

30-Sep-22

31-Dec-22

31-Dec-21

(in Square Feet - SF)

New leasing

206,000

217,000

275,000

370,000

Renewals and expansions

365,000

125,000

160,000

665,000

571,000

342,000

435,000

1,035,000

Other information per SF

(Activity on a year-to-date basis)

GAAP Rents on leasing

$

29.35

$

33.40

$

33.27

30.86

Weighted average lease term

6.3 Years

7.0 Years

6.4 Years

7.7 Years

Increase over average GAAP rents in prior year (a)

7.2%

9.6%

10.6%

2.5%

Average free rent

5 Months

6 Months

6 Months

7 Months

Tenant Improvements

$

20.13

$

35.60

$

31.86

25.89

Leasing Costs

$

9.92

$

12.83

$

11.80

11.45

(a)  The increase or decrease percentage is calculated by comparing average GAAP rents at properties that had leasing activity in the current year to average GAAP rents at the same properties in the prior year.

September 30, 2023| Page 20


Graphic

Lease Expirations by Square Feet

(Owned and Consolidated Properties)

Graphic

September 30, 2023| Page 21


Graphic

Lease Expirations with Annualized Rent per Square Foot (SF)

(Owned and Consolidated Properties)

Rentable

Annualized

Percentage

Number of

Square

Rent

of Total

Year of

Leases

Footage

Annualized

Per Square

Annualized

Lease

Expiring

Subject to

Rent Under

Foot Under

Rent Under

Expiration

Within the

Expiring

Expiring

Expiring

Expiring

Cumulative

December 31,

    

Year (a)

    

Leases (e)

    

Leases (b)

    

Leases

    

Leases

Total

 

2023

12

(c)

89,611

$

1,724,843

$

19.25

1.2%

1.2%

2024

45

557,694

17,528,474

31.43

12.8%

14.0%

2025

56

442,352

14,874,991

33.63

10.8%

24.8%

2026

45

637,257

22,669,208

35.57

16.5%

41.3%

2027

26

339,790

10,686,806

31.45

7.8%

49.1%

2028

21

248,639

7,935,634

31.92

5.8%

54.9%

2029

24

504,124

14,790,992

29.34

10.8%

65.7%

2030

12

320,144

10,165,302

31.75

7.4%

73.1%

2031

9

269,323

9,845,444

36.56

7.2%

80.3%

2032

1

4,240

57,070

13.46

0.0%

80.3%

2033 and thereafter

53

1,078,642

(d)

27,060,787

25.09

19.7%

100.0%

Leased total

304

4,491,816

$

137,339,551

$

30.58

100.0%

Owned property vacant SF

1,509,599

Monument Circle vacant SF (e)

205,045

Total Portfolio Square Footage

6,206,460


(a) The number of leases approximates the number of tenants. Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year.
(b) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at September 30, 2023 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.
(c) Includes 6 leases that are month-to-month.
(d) Includes 65,266 square feet that are non-revenue producing building amenities.
(e) Includes one property known as Monument Circle that was consolidated in our financial statements effective January 1, 2023. Please see the note: Consolidation of Sponsored REIT on page 25 for more information.

September 30, 2023| Page 22


Graphic

Capital Expenditures

(Owned and Consolidated Properties)

(in thousands)

Nine Months

For the Three Months Ended

Ended

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

30-Sep-23

Tenant improvements

$

3,047

$

4,381

$

3,653

$

11,081

Deferred leasing costs

908

3,230

1,114

5,252

Non-investment capex

2,967

2,042

1,775

6,784

Total Capital Expenditures

$

6,922

$

9,653

$

6,542

$

23,117

For the Three Months Ended

Year Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-22

Tenant improvements

$

1,877

$

5,453

$

6,813

$

7,508

$

21,651

Deferred leasing costs

3,032

1,327

2,053

1,152

7,564

Non-investment capex

5,065

6,736

9,289

9,074

30,164

Total Capital Expenditures

$

9,974

$

13,516

$

18,155

$

17,734

$

59,379


First generation leasing and investment capital was $1.4 million for the nine months ended September 30, 2023 and $9.0 million for the year ended December 31, 2022.

September 30, 2023| Page 23


Graphic

Disposition Activity

(in thousands except for Square Feet)

Recent Dispositions:

Gross Sale

Gain (loss)

    

City

    

State

    

Square Feet

    

Date Sold

    

Proceeds

    

on Sale

 

2023

Northwest Point

Elk Grove

IL

177,095

3/10/23

$

29,125

$

8,391

Forest Park

Charlotte

NC

64,198

8/9/23

9,200

(844)

Liberty Plaza (a)

Addison

TX

n/a

8/23/23

157

53

2022

380 Interlocken

Broomfield

CO

240,359

8/31/22

$

42,000

$

5,665

390 Interlocken

Broomfield

CO

241,512

8/31/22

60,500

18,412

909 Davis

Evanston

IL

195,098

12/28/22

27,750

3,939

2021

One Ravinia

Atlanta

GA

386,602

5/27/21

$

74,879

$

29,075

Two Ravinia

Atlanta

GA

411,047

5/27/21

71,771

29

One Overton Park

Atlanta

GA

387,267

5/27/21

72,850

(6,336)

Loudoun Tech Center

Dulles

VA

136,658

6/29/21

17,250

(2,148)

River Crossing

Indianapolis

IN

205,729

8/31/21

35,050

(1,734)

Timberlake

Chesterfield

MO

234,496

9/23/21

44,667

6,184

Timberlake East

Chesterfield

MO

117,036

9/23/21

22,333

4,111

999 Peachtree

Atlanta

GA

621,946

10/22/21

223,900

86,766

Meadow Point

Chantilly

VA

138,537

11/16/21

25,500

1,878

Stonecroft

Chantilly

VA

111,469

11/16/21

14,500

(4,768)

2020

Emperor Boulevard

Durham

NC

259,531

12/23/20

$

89,700

$

41,928

(a) Conveyance of approximately 7,826 square feet of land as part of a road revitalization project.

September 30, 2023| Page 24


Graphic

Loan Portfolio of Secured Real Estate

(in thousands)

(dollars in thousands, except footnotes)

Maximum

Amount

Interest

Maturity

Amount

Outstanding

Rate at

Sponsored REIT

    

Location

    

Date

    

of Loan

    

30-Sep-23

    

30-Sep-23

 

Mortgage loan secured by property

FSP Monument Circle LLC (1)

Indianapolis, IN

30-Sep-24

$

24,000

$

24,000

7.51%

$

24,000

$

24,000


(1) Includes an origination fee of $164,000 and an exit fee of $38,000 when repaid by the borrower.

On September 26, 2023, the maturity date of this mortgage loan was extended to September 30, 2024. The mortgage loan is secured by the property and has been eliminated in consolidation, which is explained below.

Consolidation of Sponsored REIT 

As of January 1, 2023, we consolidated Monument Circle into our financial statements.  On October 29, 2021, we agreed to amend and restate our existing loan to Monument Circle that is secured by a mortgage on real estate owned by Monument Circle, which we refer to as the Sponsored REIT Loan.  The amended and restated Sponsored REIT Loan extended the maturity date from December 6, 2022 to June 30, 2023 (and was further extended to September 30, 2023 on June 26, 2023), increased the aggregate principal amount of the loan from $21 million to $24 million, and included certain other modifications.  On Septebmer 26, 2023, the maturity date was extended to September 30, 2024.  In consideration of our agreement to amend and restate the Sponsored REIT Loan, we obtained from the stockholders of Monument Circle the right to vote their shares in favor of any sale of the property owned by Monument Circle any time on or after January 1, 2023.  As a result of our obtaining this right to vote shares, GAAP variable interest entity (VIE) rules required us to consolidate Monument Circle as of January 1, 2023.  A gain on consolidation of approximately $0.4 million was recognized in the three months ended March 31, 2023.

Additional information about the consolidation of Monument Circle can be found in Note 1, “Organization, Properties, Basis of Presentation, Financial Instruments, and Recent Accounting Standards – Variable Interest Entities (VIEs)” and Note 2, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. 

September 30, 2023| Page 25


Graphic

Net Asset Value Components

(in thousands except per share data)

As of

    

30-Sep-23

 

    

Assets:

    

Other information:

Total Market Capitalization Values

Straight-line rent receivable

$

43,253

Leased SF to be FFO producing

    

Shares outstanding

103,430.4

Assets held for sale

132,659

during 2023 and 2024 (in 000's)

154

Closing price

$

1.85

Cash, cash equivalents and restricted cash

13,043

Market capitalization

$

191,346

Tenant rent receivables

2,854

Straight-line rental revenue current quarter

$

(106)

Debt

395,000

Prepaid expenses

3,618

Total Market Capitalization

$

586,346

Office computers and furniture

109

Other assets:

Deferred financing costs, net

2,335

3 Months

Other assets - Right-to-Use Asset

409

Ended

$

198,280

NOI Components

30-Sep-23

Same Store NOI (1)

$

16,672

Acquisitions (1) (2)

Liabilities:

Property NOI (1)

16,672

Debt (excluding contra for unamortized financing costs)

$

395,000

Footnotes to the components

Full quarter adjustment (3)

Accounts payable & accrued expenses

40,036

(1) See pages 11 & 30 for definitions and reconciliations.

Stabilized portfolio

$

16,672

Tenant security deposits

5,631

Other liabilities: lease liability

444

(2) Includes NOI from acquisitions not in Same Store.

$

441,111

Financial Statement Reconciliation:

(3) Adjustment to reflect property NOI for a full quarter in the quarter acquired, if necessary.

Rental Revenue

$

36,903

Rental operating expenses

(12,797)

(4) HB3 Tax in Texas is classified as an income tax, though we treat it as a real estate tax in Property NOI.

Real estate taxes and insurance

(7,115)

NOI from dispositions & acquisition properties

68

(5) Management & other fees are eliminated in consolidation but included in Property NOI.

Taxes (4)

(70)

Management & other fees (5)

(317)

Property NOI (1)

$

16,672

September 30, 2023| Page 26


Graphic

Appendix: Non-GAAP Financial Measure Definitions

Definition of Funds From Operations (“FFO”)

The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders.  The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on mortgage loans, properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.  

FFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.

Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner. We have included the NAREIT FFO definition as of May 17, 2016 in the table on page 9 and note 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.

We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.

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Appendix: Non-GAAP Financial Measure Definitions

Definition of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)
and Adjusted EBITDA

EBITDA is defined as net income or loss plus interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA excluding hedge ineffectiveness, gains or losses on extinguishment of debt, gains and losses on sales of properties or shares of equity investments or provisions for losses on assets held for sale or equity investments.  EBITDA and Adjusted EBITDA are not intended to represent cash flow for the period, are not presented as an alternative to operating income as an indicator of operating performance, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP and are not indicative of operating income or cash provided by operating activities as determined under GAAP. EBITDA and Adjusted EBITDA are presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company's ability to service or incur debt. Because all companies do not calculate EBITDA or Adjusted EBITDA the same way, this presentation may not be comparable to similarly titled measures of other companies. The Company believes that net income or loss is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to EBITDA and Adjusted EBITDA.

Definition of Property Net Operating Income (Property NOI)

The Company provides property performance based on Net Operating Income, which we refer to as NOI. Management believes that investors are interested in this information. NOI is a non-GAAP financial measure that the Company defines as net income or loss (the most directly comparable GAAP financial measure) plus general and administrative expenses, depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges, interest expense, less equity in earnings of nonconsolidated REITs, interest income, management fee income, hedge ineffectiveness, gains or losses on extinguishment of debt, gains or losses on the sale of assets and excludes non-property specific income and expenses.  The information presented includes footnotes and the data is shown by region with properties owned in the periods presented, which we call Same Store. The comparative Same Store results include properties held for all periods presented.  We also exclude properties that have been acquired, consolidated or placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees.  NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income or loss as an indication of our performance or to cash flows as a measure of the Company's liquidity or its ability to make distributions.

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Appendix: Non-GAAP Financial Measure Definitions

Definition of Adjusted Funds From Operations (AFFO)

The Company also evaluates performance based on Adjusted Funds From Operations, which we refer to as AFFO.  The Company defines AFFO as (1) FFO, (2) excluding loss on extinguishment of debt that is non-cash, (3) excluding our proportionate share of FFO and including distributions received, from non-consolidated REITs, (4) excluding the effect of straight-line rent, (5) plus the amortization of deferred financing costs, (6) plus the value of shares issued as compensation and (7) less recurring capital expenditures that are generally for maintenance of properties, which we call non-investment capex or are second generation capital expenditures.  Second generation costs include re-tenanting space after a tenant vacates, which include tenant improvements and leasing commissions.  

We exclude development/redevelopment activities, capital expenditures planned at acquisition and costs to reposition a property. We also exclude first generation leasing costs, which are generally to fill vacant space in properties we acquire or were planned for at acquisition.  

AFFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs.  Other real estate companies may define this term in a different manner.  We believe that in order to facilitate a clear understanding of the results of the Company, AFFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements.  

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Investor Relations Contact

Georgia Touma ~ 877.686.9496

InvestorRelations@fspreit.com

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300 ~ www.fspreit.com

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