ﾌﾗﾝｸﾘﾝｽﾄﾘｰﾄﾌﾟﾛﾊﾟﾃｨｰｽﾞの適時開示・決算・その他

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): April 29, 2025

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 29, 2025, Franklin Street Properties Corp. (the “Registrant”) announced its financial results for the three months ended March 31, 2025. 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


Exhibit No.		Description

99.1		Press Release issued by Franklin Street Properties Corp. on April 29, 2025.

99.2		Supplemental Operating and Financial Data for the First Quarter of 2025.

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

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: April 29, 2025	By:	/s/ George J. Carter
		George J. Carter
		Chief Executive Officer

EX-99.1 2 fsp-20250429xex99d1.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

First Quarter 2025 Results

Wakefield, MA—April 29, 2025—Franklin Street Properties Corp. (the “Company”, “FSP”, “we” or “our”) (NYSE American: FSP), a real estate investment trust (REIT), announced its results for the first quarter ended March 31, 2025.

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

“We continue to prioritize two primary objectives: The first is to advance our leasing efforts to improve occupancy across the portfolio. Despite the modest level of actual leasing during the first quarter of 2025, we are encouraged by the current level of prospective leasing activity in our active pipeline, which is more robust than we have seen during the past several years and includes some larger potential space requirements from tenants that are considering several of our properties. The second objective is to continue to pursue select property dispositions, should they make sense to sell relative to their respective short to intermediate term value creation potential. Accordingly, we are actively marketing several properties totaling approximately one million square feet for potential disposition. Assuming that demand, pricing and liquidity allow us to transact on one or more of these potential dispositions, we intend to use the net proceeds primarily for the continued repayment of debt. As of March 31, 2025, our total indebtedness was approximately $250 million, equivalent to approximately $52 per square foot on our remaining approximately 4.8 million square foot directly-owned property portfolio.”

Financial Highlights

●

GAAP net loss was $21.4 million, or $0.21 per basic and diluted share for the three months ended March 31, 2025.

●

Funds From Operations (FFO) was $2.7 million, or $0.03 per basic and diluted share, for the three months ended March 31, 2025.

Leasing Highlights

●

During the three months ended March 31, 2025, we leased approximately 60,000 square feet of space from renewals and expansions of existing tenants.

●

Our directly-owned real estate portfolio of 14 properties, totaling approximately 4.8 million square feet, was approximately 69.2% leased as of March 31, 2025, compared to approximately 70.3% leased as of December 31, 2024. The decrease in the leased percentage is primarily a result of lease expirations during the three months ended March 31, 2025.

●

The weighted average GAAP base rent per square foot achieved on leasing activity during the three months ended March 31, 2025, was $29.64, or 3.4% higher than average rents in the respective properties for the three months ended March 31, 2024. The average lease term on leases signed during the three months ended March 31, 2025, was 5.2 years compared to 6.3 years during the year ended December 31, 2024. Overall, the portfolio weighted average rent per occupied square foot was $31.21 as of March 31, 2025, compared to $31.77 as of December 31, 2024.

●

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.

-2-

Investment Highlights

●

We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets. We will continue to seek to increase shareholder value by pursuing the sale of select properties when we believe that short-to-intermediate term valuation potential has been reached.

●

Since December 2020, our property dispositions have resulted in aggregate gross proceeds of approximately $1.1 billion and reflect an average sales price per square foot of approximately $211.

●

Since December 2020, we have used net proceeds from property dispositions to reduce our total indebtedness by approximately 75%, from approximately $1.0 billion to approximately $250 million.

Dividends

●

On April 7, 2025, we announced that our Board of Directors declared a quarterly cash dividend for the three months ended March 31, 2025, of $0.01 per share of common stock that will be paid on May 8, 2025, to stockholders of record on April 17, 2025.

Consolidation of Sponsored REIT

As of January 1, 2023, we consolidated the operations of our Monument Circle sponsored REIT into our financial statements. 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”, Note 8, “Disposition of Properties and Assets Held for Sale” and Note 10, “Subsequent Events”, in the Notes to Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025.

Non-GAAP Financial Information

A reconciliation of Net loss 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.

2025 Net Income (Loss), 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 (Loss), FFO and property disposition guidance.

Real Estate Update

Supplementary schedules provide property information for the Company’s owned and consolidated properties as of March 31, 2025. 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.

-3-

Earnings Call

A conference call is scheduled for April 30, 2025, at 11:00 a.m. (ET) to discuss the first quarter 2025 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.

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 is focused on 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 long-term effects of the COVID-19 pandemic, wars, terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, impacts of changes in tariffs that the United States and other countries have announced or implemented, as well as any additional new tariffs, trade restrictions or export regulations that may be implemented or reversed in the future, inflation rates, 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, 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, 2024, as updated in Part II Item 1A of our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, which may be further 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.

-4-

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

-5-

Franklin Street Properties Corp. Financial Results

Supplementary Schedule A

Condensed Consolidated Statements of Operations

(Unaudited)


	For the
	Three Months Ended
	March 31,
(in thousands, except per share amounts)	2025		2024

Revenue:
Rental	$	27,107	$	31,225
Total revenue		27,107		31,225

Expenses:
Real estate operating expenses		10,095		11,019
Real estate taxes and insurance		5,369		5,936
Depreciation and amortization		10,824		11,625
General and administrative		3,484		4,159
Interest		5,691		6,846
Total expenses		35,463		39,585

Loss on extinguishment of debt		(2)		(137)
Loss on sale of properties and impairment of assets held for sale, net		(13,284)		(5)
Interest income		259		1,008
Loss before taxes		(21,383)		(7,494)
Tax expense		52		58
Net loss	$	(21,435)	$	(7,552)

Weighted average number of shares outstanding, basic and diluted		103,567		103,430

Loss per share, basic and diluted:
Net loss per share, basic and diluted	$	(0.21)	$	(0.07)

-6-

Franklin Street Properties Corp. Financial Results

Supplementary Schedule B

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31,		December 31,
(in thousands, except share and par value amounts)	2025		2024
Assets:
Real estate assets:
Land	$	98,882	$	105,298
Buildings and improvements		1,083,971		1,096,265
Fixtures and equipment		11,289		11,053
		1,194,142		1,212,616
Less accumulated depreciation		383,815		377,708
Real estate assets, net		810,327		834,908
Acquired real estate leases, less accumulated amortization of $14,015 and $13,613, respectively		3,737		4,205
Asset held for sale		5,685		—
Cash, cash equivalents and restricted cash		31,559		42,683
Tenant rent receivables		1,462		1,283
Straight-line rent receivable		37,724		37,727
Prepaid expenses and other assets		3,429		3,114
Office computers and furniture, net of accumulated depreciation of $1,081 and $1,073, respectively		62		70
Deferred leasing commissions, net of accumulated amortization of $14,373 and $14,195, respectively		22,381		22,941
Total assets	$	916,366	$	946,931

Liabilities and Stockholders’ Equity:
Liabilities:
Term loans payable, less unamortized financing costs of $1,773 and $2,220, respectively	$	124,861	$	124,491
Series A & Series B Senior Notes, less unamortized financing costs of $950 and $1,191, respectively		122,595		122,430
Accounts payable and accrued expenses		27,510		34,067
Accrued compensation		1,205		3,097
Tenant security deposits		6,156		6,237
Lease liability		612		707
Acquired unfavorable real estate leases, less accumulated amortization of $92 and $89, respectively		41		45
Total liabilities		282,980		291,074

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, 103,566,715 and 103,566,715 shares issued and outstanding, respectively		10		10
Additional paid-in capital		1,335,361		1,335,361
Accumulated distributions in excess of accumulated earnings		(701,985)		(679,514)
Total stockholders’ equity		633,386		655,857
Total liabilities and stockholders’ equity	$	916,366	$	946,931

-7-

Franklin Street Properties Corp. Financial Results

Supplementary Schedule C

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	For the
	Three Months Ended
	March 31,
(in thousands)	2025		2024
Cash flows from operating activities:
Net loss	$	(21,435)	$	(7,552)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		11,509		12,305
Amortization of above and below market leases		—		(6)
Amortization of other comprehensive income into interest expense		—		(355)
Loss on extinguishment of debt		2		137
Loss on sale of properties and impairment of assets held for sale, net		13,284		5
Changes in operating assets and liabilities:
Tenant rent receivables		(179)		(9)
Straight-line rents		70		206
Lease acquisition costs		(74)		(122)
Prepaid expenses and other assets		(225)		(400)
Accounts payable and accrued expenses		(5,914)		(6,677)
Accrued compensation		(1,892)		(2,448)
Tenant security deposits		(81)		64
Payment of deferred leasing commissions		(546)		(2,236)
Net cash used for operating activities		(5,481)		(7,088)
Cash flows from investing activities:
Property improvements, fixtures and equipment		(4,454)		(8,759)
Proceeds received from sales of properties		—		34,329
Net cash provided by (used in) investing activities		(4,454)		25,570
Cash flows from financing activities:
Distributions to stockholders		(1,036)		(1,034)
Repayments of Bank note payable		—		(22,667)
Repayments of Term loans payable		(77)		(28,963)
Repayments of Series A&B Senior Notes		(76)		(50,370)
Deferred financing costs		—		(5,549)
Net cash used for financing activities		(1,189)		(108,583)
Net decrease in cash, cash equivalents and restricted cash		(11,124)		(90,101)
Cash, cash equivalents and restricted cash, beginning of year		42,683		127,880
Cash, cash equivalents and restricted cash, end of period	$	31,559	$	37,779

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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
2025	246,305	4.9%
2026	582,524	11.6%
2027	322,539	6.4%
2028	257,393	5.1%
2029	481,560	9.6%
Thereafter (2)	3,129,895	62.4%
	5,020,216	100.0%

(1)	Percentages are determined based upon total square footage.

(2)	Includes 1,687,212 square feet of vacancies at our owned and consolidated properties as of March 31, 2025.


(dollars & square feet in 000's)	As of March 31, 2025
				% of	Square	% of
State	Properties	Investment		Portfolio	Feet	Portfolio

Colorado	4	$	438,900	54.2%	2,140	42.6%
Texas	7		258,768	31.9%	1,909	38.0%
Minnesota	3		112,659	13.9%	757	15.1%
Indiana	1		-	0.0%	214	4.3%
Total	15	$	810,327	100.0%	5,020	100.0%

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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule E

Portfolio and Other Supplementary Information

(Unaudited & Approximated)

Recurring Capital Expenditures



(in thousands)	For the Three Months Ended
	31-Mar-25
Tenant improvements	$	2,374
Deferred leasing costs		545
Non-investment capex		1,258
	$	4,177


(in thousands)	For the Three Months Ended								Year Ended
	31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24		31-Dec-24
Tenant improvements	$	2,619	$	2,558	$	4,444	$	4,173	$	13,794
Deferred leasing costs		2,237		511		421		2,974		6,143
Non-investment capex		1,019		1,480		1,658		2,568		6,725
	$	5,875	$	4,549	$	6,523	$	9,715	$	26,662


Square foot & leased percentages	March 31,	December 31,
	2025	2024
Owned Properties:
Number of properties	14	14
Square feet	4,806,456	4,806,253
Leased percentage	69.2%	70.3%

Consolidated Property - Single Asset REIT (SAR):
Number of properties	1	1
Square feet	213,760	213,760
Leased percentage	4.1%	4.1%

Total Owned and Consolidated Properties:
Number of properties	15	15
Square feet	5,020,216	5,020,013
Leased percentage	66.4%	67.5%

-10-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule F

Percentage of Leased Space

(Unaudited & Estimated)


					Fourth		First
				% Leased (1)	Quarter	% Leased (1)	Quarter
				as of	Average %	as of	Average %
	Property Name	Location	Square Feet	31-Dec-24	Leased (2)	31-Mar-25	Leased (2)

1	PARK TEN	Houston, TX	157,609	83.5%	83.5%	83.5%	83.5%
2	PARK TEN PHASE II	Houston, TX	156,746	75.5%	69.7%	75.5%	75.5%
3	GREENWOOD PLAZA	Englewood, CO	196,236	65.0%	65.0%	65.0%	65.0%
4	ADDISON	Addison, TX	289,333	79.9%	79.9%	69.2%	69.2%
5	LIBERTY PLAZA	Addison, TX	217,841	78.4%	76.2%	78.4%	78.4%
6	ELDRIDGE GREEN	Houston, TX	248,399	100.0%	100.0%	100.0%	100.0%
7	121 SOUTH EIGHTH ST	Minneapolis, MN	297,744	78.5%	76.4%	78.5%	78.3%
8	801 MARQUETTE AVE	Minneapolis, MN	129,691	91.8%	91.8%	91.8%	91.8%
9	LEGACY TENNYSON CTR	Plano, TX	209,562	51.0%	51.0%	51.0%	51.0%
10	WESTCHASE I & II	Houston, TX	629,025	65.5%	65.5%	65.1%	65.1%
11	1999 BROADWAY	Denver, CO	682,639	50.2%	50.4%	51.2%	50.3%
12	1001 17TH STREET	Denver, CO	649,400	75.4%	75.4%	75.4%	75.4%
13	PLAZA SEVEN	Minneapolis, MN	330,096	52.8%	52.2%	52.8%	52.8%
14	600 17TH STREET	Denver, CO	612,135	77.1%	76.8%	72.5%	73.6%
	OWNED PORTFOLIO		4,806,456	70.3%	69.8%	69.2%	69.2%

15	MONUMENT CIRCLE (3)	Indianapolis, IN	213,760	4.1%	4.1%	4.1%	4.1%
	OWNED & CONSOLIDATED PORTFOLIO		5,020,216	67.5%	67.0%	66.4%	66.4%

(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)	Consolidated property as of January 1, 2023, which was previously a managed property.

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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 March 31, 2025


			% of
	Tenant	Sq Ft	Portfolio
1	CITGO Petroleum Corporation	248,399	4.9%
2	EOG Resources, Inc.	169,167	3.4%
3	US Government	168,573	3.4%
4	Kaiser Foundation Health Plan, Inc.	120,979	2.4%
5	Deluxe Corporation	98,922	2.0%
6	Ping Identity Corp.	89,856	1.8%
7	Olin Corporation	81,480	1.6%
8	Permian Resources Operating, LLC	67,856	1.3%
9	Hall and Evans LLC	65,878	1.3%
10	Cyxtera Management, Inc.	61,826	1.2%
11	Precision Drilling (US) Corporation	59,569	1.2%
12	PwC US Group	54,334	1.1%
13	Coresite, LLC	49,518	1.0%
14	Schwegman, Lundberg & Woessner, P.A.	46,269	0.9%
15	Invenergy, LLC.	42,505	0.9%
16	Ark-La-Tex Financial Services, LLC.	41,011	0.8%
17	Chevron U.S.A., Inc.	35,088	0.7%
18	QB Energy Operating, LLC	34,063	0.7%
19	CarOffer, LLC.	30,913	0.6%
20	WDT Acquisition Corporation	30,913	0.6%
	Total	1,597,119	31.8%

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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 loss 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
	March 31,
(In thousands, except per share amounts)	2025		2024

Net loss	$	(21,435)	$	(7,552)
Loss on sale of properties and impairment of asset held for sale, net		13,284		5
Depreciation & amortization		10,824		11,619
NAREIT FFO		2,673		4,072
Lease Acquisition costs		54		121
Funds From Operations (FFO)	$	2,727	$	4,193

Funds From Operations (FFO)	$	2,727	$	4,193
Loss on extinguishment of debt		2		137
Amortization of deferred financing costs		685		680
Straight-line rent		70		206
Tenant improvements		(2,374)		(2,619)
Leasing commissions		(545)		(2,237)
Non-investment capex		(1,258)		(1,019)
Adjusted Funds From Operations (AFFO)	$	(693)	$	(659)

Per Share Data
EPS	$	(0.21)	$	(0.07)
FFO	$	0.03	$	0.04
AFFO	$	(0.01)	$	(0.01)

Weighted average shares (basic and diluted)		103,567		103,430

-13-

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.

-14-

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	31-Mar-25		31-Dec-24		(Dec)		Change
Region
MidWest	971		1,139		992		147	14.8	%
South	1,909		4,331		4,549		(218)	(4.8)	%
West	2,140		5,849		5,670		179	3.2	%
Property NOI* from Owned Properties	5,020		11,319		11,211		108	1.0	%
Disposition and Acquisition Properties (a)	-		24		(88)		112	1.0	%
NOI*	5,020	$	11,343	$	11,123	$	220	2.0	%

Sequential Same Store		$	11,319	$	11,211	$	108	1.0	%

Less Nonrecurring
Items in NOI* (b)			55		185		(130)	1.2	%

Comparative
Sequential Same Store		$	11,264	$	11,026	$	238	2.2	%

-15-

Reconciliation to	Three Months Ended		Three Months Ended
Net loss	31-Mar-25		31-Dec-24
Net loss	$	(21,435)	$	(8,526)
Add (deduct):
Loss on extinguishment of debt		2		428
Loss on sale of properties and impairment of assets held for sale, net		13,284		367
Management fee income		(380)		(386)
Depreciation and amortization		10,824		10,757
Amortization of above/below market leases		—		(1)
General and administrative		3,484		2,815
Interest expense		5,691		5,912
Interest income		(259)		(395)
Non-property specific items, net		132		152


NOI*	$	11,343	$	11,123

(a)	We define Disposition and Acquisition Properties as properties that were sold 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-20250429xex99d2.htm EX-99.2

Exhibit 99.2

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300.~ www.fspreit.com


	First Quarter 2025 Table of Contents


	Page			Page

Company Information	3	Tenant Analysis and Leasing Activity
		Tenants by Industry		16
Key Financial Data		20 Largest Tenants with Annualized Rent and Remaining Term		17-18
Financial Highlights	4	Leasing Activity		19
Income Statements	5	Lease Expirations by Square Feet		20
Balance Sheets	6	Lease Expirations with Annualized Rent per Square Foot		21
Cash Flow Statements	7	Capital Expenditures		22
Property Net Operating Income (NOI)	8

Reconciliation		Disposition Activity		23
FFO & AFFO	9
EBITDA	10	Loan Portfolio of Secured Real Estate		24
Property NOI	11
		Net Asset Value Components		25
Debt Summary	12
		Appendix: Non-GAAP Financial Measures Definitions
Capital Analysis	13	FFO		26
		EBITDA and NOI		27
Owned and Consolidated Portfolio Overview	14-15	AFFO		28

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, the long-term effects of the COVID-19 pandemic and wars, terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, the effects of changes in tariffs and trade policies, inflation rates, 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, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal and trade 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.

			Addison Circle One, Addison, TX

March 31, 2025| Page 2


	Company Information

Overview		Snapshot (as of March 31, 2025)
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 is focused on 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	15
				Total Square Feet	5.0 Million
				Trading Symbol	FSP
				Exchange	NYSE American
				Common Shares Outstanding	103,566,715

Our Business		Total Market Capitalization	$0.4 Billion (1)
As of March 31, 2025, the Company owned a portfolio of real estate consisting of 14 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	10.01%



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	Eldridge Green, Houston, TX

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.

March 31, 2025| Page 3


	Summary of Financial Highlights


(in thousands except per share amounts, SF & number of properties)
		31-Mar-25	31-Dec-24		30-Sep-24		30-Jun-24		31-Mar-24
Income Items:
Rental revenue	$	27,107	$	28,375	$	29,662	$	30,818	$	31,225
Total revenue		27,107		28,375		29,682		30,830		31,225
Net loss		(21,435)		(8,526)		(15,622)		(21,023)		(7,552)
Adjusted EBITDA*		8,418		8,989		9,657		10,783		11,113
FFO*		2,727		2,707		2,665		3,721		4,193
AFFO*		(693)		(5,157)		(1,829)		518		(659)

Per Share Data:
Loss per share	$	(0.21)	$	(0.08)	$	(0.15)	$	(0.20)	$	(0.07)
FFO*	$	0.03	$	0.03	$	0.03	$	0.04	$	0.04
AFFO*	$	(0.01)	$	(0.05)	$	(0.02)	$	0.01	$	(0.01)
Weighted Average Shares (diluted)		103,567		103,567		103,567		103,477		103,430
Closing share price	$	1.78	$	1.83	$	1.77	$	1.53	$	2.27
Dividend declared	$	0.01	$	0.01	$	0.01	$	0.01	$	0.01

Balance Sheet Items:
Real estate, net	$	810,327	$	834,908	$	837,349	$	840,756	$	884,733
Other assets, net		106,039		112,023		144,164		171,771		154,230
Total assets, net		916,366		946,931		981,513		1,012,527		1,038,963
Total liabilities, net		282,980		291,074		316,094		330,450		335,099
Stockholders' equity		633,386		655,857		665,419		682,077		703,864

Market Capitalization and Debt:
Total Market Capitalization (a)	$	434,528	$	439,859	$	461,000	$	461,457	$	537,787
Total debt outstanding (excluding unamortized financing costs)	$	250,179	$	250,332	$	277,687	$	303,000	$	303,000
Debt to Total Market Capitalization		57.6%		56.9%		60.2%		65.7%		56.3%
Net Debt to Adjusted EBITDA ratio*		6.5		5.8		6.1		6.3		6.0

Owned Properties Leasing Statistics:
Owned properties assets		14		14		15		16		16
Owned properties total SF		4,806,456		4,806,253		4,966,398		5,264,416		5,264,416
Owned properties % leased		69.2%		70.3%		70.4%		72.3%		73.3%

(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 24 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 26.

March 31, 2025| Page 4

Condensed Consolidated Income Statements

($ in thousands, except per share amounts)


											For the
	For the Three Months Ended		For the Three Months Ended								Year Ended
	31-Mar-25		31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24		31-Dec-24

Revenue:
Rental	$	27,107	$	31,225	$	30,818	$	29,662	$	28,375	$	120,080
Other		—		—		12		20		—		32
Total revenue		27,107		31,225		30,830		29,682		28,375		120,112

Expenses:
Real estate operating expenses		10,095		11,019		11,027		11,574		11,423		45,043
Real estate taxes and insurance		5,369		5,936		5,727		5,512		5,541		22,716
Depreciation and amortization		10,824		11,625		11,482		10,911		10,756		44,774
General and administrative		3,484		4,159		3,635		3,275		2,815		13,884
Interest		5,691		6,846		7,082		6,585		5,911		26,424
Total expenses		35,463		39,585		38,953		37,857		36,446		152,841

Loss on extinguishment of debt		(2)		(137)		—		(477)		(428)		(1,042)
Loss on sale of properties and impairment of assets held for sale, net		(13,284)		(5)		(13,200)		(7,254)		(367)		(20,826)
Interest income		259		1,008		348		340		394		2,090
Loss before taxes		(21,383)		(7,494)		(20,975)		(15,566)		(8,472)		(52,507)
Tax expense		52		58		48		56		54		216

Net loss	$	(21,435)	$	(7,552)	$	(21,023)	$	(15,622)	$	(8,526)	$	(52,723)

Weighted average number of shares outstanding, basic and diluted		103,567		103,430		103,477		103,567		103,567		103,510

Net loss per share, basic and diluted	$	(0.21)	$	(0.07)	$	(0.20)	$	(0.15)	$	(0.08)	$	(0.51)

March 31, 2025| Page 5

$ in thousands, except per share amounts)

Condensed Consolidated Balance Sheets

(in thousands)


	March 31,		March 31,		June 30,		September 30,		December 31,
	2025		2024		2024		2024		2024
Assets:
Real estate assets:
Land	$	98,882	$	110,298	$	105,298	$	105,298	$	105,298
Buildings and improvements		1,083,971		1,137,496		1,086,300		1,090,551		1,096,265
Fixtures and equipment		11,289		13,002		10,436		10,776		11,053
		1,194,142		1,260,796		1,202,034		1,206,625		1,212,616
Less accumulated depreciation		383,815		376,063		361,278		369,276		377,708
Real estate assets, net		810,327		884,733		840,756		837,349		834,908
Acquired real estate leases, net		3,737		5,971		5,306		4,695		4,205
Assets held for sale		5,685		38,947		67,823		32,926		—
Cash, cash equivalents and restricted cash		31,559		37,779		31,495		42,375		42,683
Tenant rent receivables, net		1,462		2,200		2,349		1,349		1,283
Straight-line rent receivable, net		37,724		40,357		38,901		38,432		37,727
Prepaid expenses and other assets		3,429		4,140		4,064		3,243		3,114
Office computers and furniture, net of accumulated depreciation		62		106		92		80		70
Deferred leasing commissions, net		22,381		24,730		21,741		21,064		22,941
Total assets	$	916,366	$	1,038,963	$	1,012,527	$	981,513	$	946,931

Liabilities and Stockholders’ Equity:
Liabilities:
Term loan payable, net of unamortized financing costs	$	124,861	$	149,169	$	149,604	$	137,601	$	124,491
Series A & Series B Senior Notes		122,595		147,340		147,611		135,545		122,430
Accounts payable and accrued expenses		27,510		30,099		23,765		32,821		34,067
Accrued compensation		1,205		1,196		2,300		3,193		3,097
Tenant security deposits		6,156		6,268		6,248		6,120		6,237
Lease liability		612		953		859		763		707
Acquired unfavorable real estate leases, net		41		74		63		51		45
Total liabilities		282,980		335,099		330,450		316,094		291,074

Commitments and contingencies

Stockholders’ Equity:
Preferred stock		—		—		—		—		—
Common stock		10		10		10		10		10
Additional paid-in capital		1,335,361		1,335,091		1,335,361		1,335,361		1,335,361
Accumulated other comprehensive income		—		—		—		—		—
Accumulated distributions in excess of accumulated earnings		(701,985)		(631,237)		(653,294)		(669,952)		(679,514)
Total stockholders’ equity		633,386		703,864		682,077		665,419		655,857
Total liabilities and stockholders’ equity	$	916,366	$	1,038,963	$	1,012,527	$	981,513	$	946,931

March 31, 2025| Page 6

Condensed Consolidated Statements of Cash Flows

(in thousands)


		Three Months Ended March 31,
		2025		2024
Cash flows from operating activities:
Net loss	$	(21,435)	$	(7,552)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		11,509		12,305
Amortization of above and below market leases		—		(6)
Amortization of other comprehensive income into interest expense		—		(355)
Loss on extinguishment of debt		2		137
Loss on sale of properties and impairment of assets held for sale, net		13,284		5
Changes in operating assets and liabilities:
Tenant rent receivables		(179)		(9)
Straight-line rents		70		206
Lease acquisition costs		(74)		(122)
Prepaid expenses and other assets		(225)		(400)
Accounts payable and accrued expenses		(5,914)		(6,677)
Accrued compensation		(1,892)		(2,448)
Tenant security deposits		(81)		64
Payment of deferred leasing commissions		(546)		(2,236)
Net cash used for operating activities		(5,481)		(7,088)

Cash flows from investing activities:
Property improvements, fixtures and equipment		(4,454)		(8,759)
Proceeds received from sales of properties		—		34,329
Net cash provided by (used for) investing activities		(4,454)		25,570

Cash flows from financing activities:
Distributions to stockholders		(1,036)		(1,034)
Repayments of Bank note payable		—		(22,667)
Repayments of Term loans payable		(77)		(28,963)
Repayments of Series A&B Senior Notes		(76)		(50,370)
Deferred financing costs		—		(5,549)
Net cash used for financing activities		(1,189)		(108,583)
Net decrease in cash, cash equivalents and restricted cash		(11,124)		(90,101)
Cash, cash equivalents and restricted cash, beginning of period		42,683		127,880
Cash, cash equivalents and restricted cash, end of period	$	31,559	$	37,779

March 31, 2025| Page 7

(in thousands)

Property Net Operating Income (NOI)* with

Same Store Comparison (in thousands)



	Rentable
	Square Feet	Three Months Ended		Three Months Ended								Year Ended				%
(in thousands)	or RSF	31-Mar-25		31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24		31-Dec-24		Inc (Dec)		Change
Region
MidWest	971		1,139		1,422		1,502		1,044		992		4,960		(283)	(19.9)	%
South	1,909		4,331		4,621		4,579		4,390		4,549		18,139		(290)	(6.3)	%
West	2,140		5,849		6,204		6,224		6,037		5,670		24,135		(355)	(5.7)	%
Property NOI* from Owned Properties	5,020		11,319		12,247		12,305		11,471		11,211		47,234		(928)	(7.6)	%
Disposition and Acquisition Properties (a)	-		24		1,661		1,443		912		(88)		3,928		(1,637)	(10.8)	%
Property NOI*	5,020	$	11,343	$	13,908	$	13,748	$	12,383	$	11,123	$	51,162	$	(2,565)	(18.4)	%

Same Store		$	11,319	$	12,247	$	12,305	$	11,471	$	11,211	$	47,234	$	(928)	(7.6)	%

Less Nonrecurring
Items in NOI* (b)			55		246		255		78		185		764		(191)	1.5	%

Comparative
Same Store		$	11,264	$	12,001	$	12,050	$	11,393	$	11,026	$	46,470	$	(737)	(6.1)	%

(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 26.

March 31, 2025| Page 8

FFO* & AFFO* Reconciliation

(in thousands, except per share amounts)


											Year
	Three Months Ended		Three Months Ended								Ended
	31-Mar-25		31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24		31-Dec-24

Net loss	$	(21,435)	$	(7,552)	$	(21,023)	$	(15,622)	$	(8,526)	$	(52,723)
Loss on sale of properties and impairment of assets held for sale, net		13,284		5		13,200		7,254		367		20,826
Depreciation & amortization		10,824		11,619		11,476		10,907		10,755		44,757
NAREIT FFO*		2,673		4,072		3,653		2,539		2,596		12,860
Lease Acquisition costs		54		121		68		126		111		426
Funds From Operations (FFO)*	$	2,727	$	4,193	$	3,721	$	2,665	$	2,707	$	13,286


Adjusted Funds From Operations (AFFO)*
Funds From Operations (FFO)*	$	2,727	$	4,193	$	3,721	$	2,665	$	2,707	$	13,286
Loss on extinguishment of debt		2		137		—		477		428		1,042
Amortization of deferred financing costs		685		680		818		767		703		2,968
Shares issued as compensation		—		—		270		—		—		270
Straight-line rent		70		206		258		785		720		1,969
Tenant improvements		(2,374)		(2,619)		(2,558)		(4,444)		(4,173)		(13,794)
Leasing commissions		(545)		(2,237)		(511)		(421)		(2,974)		(6,143)
Non-investment capex		(1,258)		(1,019)		(1,480)		(1,658)		(2,568)		(6,725)
Adjusted Funds From Operations (AFFO)*	$	(693)	$	(659)	$	518	$	(1,829)	$	(5,157)	$	(7,127)

Per Share Data:
Loss per share	$	(0.21)	$	(0.07)	$	(0.20)	$	(0.15)	$	(0.08)	$	(0.51)
FFO*		0.03		0.04		0.04		0.03		0.03		0.13
AFFO*		(0.01)		(0.01)		0.01		(0.02)		(0.05)		(0.07)

Weighted Average Shares (basic and diluted)		103,567		103,430		103,477		103,567		103,567		103,510

*	See Appendix for Non-GAAP Financial Measures Definitions beginning on page 26.

March 31, 2025| Page 9

EBITDA* & Adjusted EBITDA* Reconciliation

(in thousands, except ratio amounts)


											Year
	Three Months Ended		Three Months Ended								Ended
	31-Mar-25		31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24		31-Dec-24

Net loss	$	(21,435)	$	(7,552)	$	(21,023)	$	(15,622)	$	(8,526)	$	(52,723)
Interest expense		5,691		6,846		7,082		6,585		5,911		26,424
Depreciation and amortization		10,824		11,619		11,476		10,907		10,755		44,757
Income taxes		52		58		48		56		54		216
EBITDA*	$	(4,868)	$	10,971	$	(2,417)	$	1,926	$	8,194	$	18,674
Loss on extinguishment of debt		2		137		—		477		428		1,042
Loss on sale of properties and impairment of assets held for sale, net		13,284		5		13,200		7,254		367		20,826
Adjusted EBITDA*	$	8,418	$	11,113	$	10,783	$	9,657	$	8,989	$	40,542

Interest expense	$	5,691	$	6,846	$	7,082	$	6,585	$	5,911	$	26,424
Scheduled principal payments		—		—		—		—		—		—
Interest and scheduled principal payments	$	5,691	$	6,846	$	7,082	$	6,585	$	5,911	$	26,424

Interest coverage ratio		1.48		1.62		1.52		1.47		1.52		1.53

Debt service coverage ratio		1.48		1.62		1.52		1.47		1.52		1.53

Debt excluding unamortized financing costs	$	250,179	$	303,000	$	303,000	$	277,687	$	250,332
Cash, cash equivalents and restricted cash		31,559		37,779		31,495		42,375		42,683
Net Debt (Debt less Cash, cash equivalents and restricted cash)	$	218,620	$	265,221	$	271,505	$	235,312	$	207,649

Adjusted EBITDA*	$	8,418	$	11,113	$	10,783	$	9,657	$	8,989
Annualized	$	33,672	$	44,452	$	43,132	$	38,628	$	35,956

Net Debt-to-Adjusted EBITDA ratio*		6.5		6.0		6.3		6.1		5.8

*	See Appendix for Non-GAAP Financial Measures Definitions beginning on page 26.

March 31, 2025| Page 10

Reconciliation of Net Income (Loss) to Property NOI*

(in thousands)


											Year
	Three Months Ended		Three Months Ended								Ended
	31-Mar-25		31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24		31-Dec-24
Net loss	$	(21,435)	$	(7,552)	$	(21,023)	$	(15,622)	$	(8,526)	$	(52,723)
Add (deduct):
Loss on extinguishment of debt		2		137		—		477		428		1,042
Loss on sale of properties and impairment of assets held for sale, net		13,284		5		13,200		7,254		367		20,826
Management fee income		(380)		(462)		(443)		(422)		(386)		(1,713)
Depreciation and amortization		10,824		11,625		11,482		10,911		10,757		44,775
Amortization of above/below market leases		—		(6)		(6)		(5)		(1)		(18)
General and administrative		3,484		4,159		3,635		3,275		2,815		13,884
Interest expense		5,691		6,846		7,082		6,585		5,912		26,425
Interest income		(259)		(1,008)		(348)		(340)		(395)		(2,091)
Non-property specific items, net		132		164		169		270		152		755
Property NOI*	$	11,343	$	13,908	$	13,748	$	12,383	$	11,123	$	51,162

*	See Appendix for Non-GAAP Financial Measures Definitions beginning on page 26.

March 31, 2025| Page 11

Debt Summary

(in thousands)

Outstanding

Interest

Maturity

Balance at:

Rate (a)

Rate at

Date

31-Mar-25

Components

31-Mar-25

BofA Term Loan

1-Apr-26

55,595

SOFR

3.00%

8.00%

BMO Term Loan Tranche B

1-Apr-26

71,039

SOFR

3.00%

8.00%

Series A Senior Notes

1-Apr-26

71,656

8.00%

Series B Senior Notes

1-Apr-26

51,889

8.00%

250,179

8.00%

●

The table above is a summary of our debt as of March 31, 2025. Additional information on our debt can be found in our Annual Report on Form 10-K for the year ended December 31, 2024, which may be updated in our future Quarterly Reports on Form 10-Q, on file with the U.S. Securities and Exchange Commission.

●

On February 21, 2024, we entered into an amendment to the credit agreement evidencing our BMO Term Loan Tranche B. On February 21, 2024, as part of the amendment to the credit agreement, we repaid a $29.0 million portion of the BMO Term Loan, so that $86.0 million of the principal amount remains outstanding. The amendment, among other items, extended the maturity date from October 1, 2024 to April 1, 2026.

●

On February 21, 2024, we entered into an amendment to the credit agreement evidencing our BofA Revolver. On February 21, 2024, as part of the amendment to the revolving line of credit agreement, we repaid a $22.7 million portion of the $90 million then outstanding, so that $67.3 million of the principal amount remained outstanding. The amendment, among other items, extended the maturity date from October 1, 2024 to April 1, 2026 and converted the revolving loan to a term loan.

●

On February 21, 2024, we entered into an amendment to the note purchase agreement evidencing our $200 million of Senior Notes. On February 21, 2024, as part of the amendment to the note purchase agreement, we repaid a $29.2 million portion of the Series A Notes, so that $86.8 million of the principal amount remained outstanding. On February 21, 2024, as part of the amendment to the note purchase agreement, we repaid a $21.2 million portion of the Series B Notes, so that $62.8 million of the principal amount remained outstanding. The amendment, among other items, changed the maturity date applicable to the Series A Notes from December 20, 2024 to April 1, 2026, and changed the maturity date applicable to the Series B Notes from December 20, 2027 to April 1, 2026.

●

On July 8, 2024, we sold a property located in Glen Allen, Virginia for a gross sales price of $31 million, and on July 10, 2024, we used approximately $25.5 million of net proceeds to repay our outstanding debt pari passu based on principal amounts then outstanding, resulting in the debt that remains outstanding included in the table above.

●

On October 23, 2024, we sold a property located in Atlanta, Georgia for a gross selling price of $34 million, and on October 25, 2024, we used approximately $27.4 million of net proceeds to repay our outstanding debt pari passu based on principal amounts then outstanding.

●

We incurred financing costs, some of which are deferred and amortized into interest expense during the terms of the loans we execute. We estimate the future annualized amount of the amortization included in interest expense will be approximately $3.0 million.

(a)

Interest rates exclude amortization of deferred financing costs.

March 31, 2025| Page 12

Capital Analysis

(in thousands, except per share amounts)


	31-Mar-25		31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24
Market Data:
Shares Outstanding		103,567		103,430		103,567		103,567		103,567
Closing market price per share	$	1.78	$	2.27	$	1.53	$	1.77	$	1.83
Market capitalization	$	184,349	$	234,787	$	158,457	$	183,313	$	189,527
Total debt outstanding excluding unamortized financing costs		250,179		303,000		303,000		277,687		250,332
Total Market Capitalization	$	434,528	$	537,787	$	461,457	$	461,000	$	439,859

Dividend Data:
Total dividends declared for the quarter	$	1,036	$	1,034	$	1,034	$	1,036	$	1,036
Common dividend declared per share	$	0.01	$	0.01	$	0.01	$	0.01	$	0.01
Declared dividend as a % of Net income (loss) per share		(5)%		(14)%		(5)%		(7)%		(12)%
Declared dividend as a % of AFFO* per share		(149)%		(157)%		200%		(57)%		(20)%

*See page 9 for a reconciliation of Net Income (Loss) to AFFO and the Appendix for Non-GAAP Financial Measures Definitions beginning on page 26.

March 31, 2025| Page 13


	Owned & Consolidated Portfolio Overview


	As of the Quarter Ended
	31-Mar-25	31-Dec-24	30-Sep-24	30-Jun-24	31-Mar-24
Total Owned Properties:
Number of properties (a)	14	14	15	16	16
Square feet	4,806,456	4,806,253	4,966,398	5,264,416	5,264,416
Leased percentage	69.2%	70.3%	70.4%	72.3%	73.3%

Consolidated Property - Single Asset REIT (SAR):
Number of properties	1	1	1	1	1
Square feet	213,760	213,760	213,760	213,760	213,760
Leased percentage	4.1%	4.1%	4.1%	4.1%	4.1%

Total Owned and Consolidated Properties:
Number of properties	15	15	16	17	17
Square feet	5,020,216	5,020,013	5,180,158	5,478,176	5,478,176
Leased percentage	66.4%	67.5%	67.7%	69.7%	70.6%

(a)

Includes properties that were classified as assets held for sale.

March 31, 2025| Page 14


	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								Midwest Region

Dallas-Fort Worth								Minneapolis
Legacy Tennyson Center	Plano	TX	209,562	51.0%	51.0%	$	30.20	121 South 8th Street	Minneapolis	MN	297,744	78.5%	73.3%	$	23.08
Addison Circle	Addison	TX	289,333	69.2%	69.2%		35.50	801 Marquette Ave	Minneapolis	MN	129,691	91.8%	91.8%		26.64
Liberty Plaza	Addison	TX	217,841	78.4%	75.0%		27.64	Plaza Seven	Minneapolis	MN	330,096	52.8%	51.6%		30.10

Houston								Indianapolis, IN
Park Ten	Houston	TX	157,609	83.5%	83.7%		27.96	Monument Circle (c)	Indianapolis	IN	213,760	4.1%	4.1%		34.80
Eldridge Green	Houston	TX	248,399	100.0%	100.0%		28.14	Midwest Region Total			971,291	55.2%	53.2%	$	26.42
Park Ten Phase II	Houston	TX	156,746	75.5%	66.9%		29.08
Westchase I & II	Houston	TX	629,025	65.1%	61.6%		28.00	West Region

								Denver
								1999 Broadway	Denver	CO	682,639	51.2%	49.6%	$	35.15
								Greenwood Plaza	Englewood	CO	196,236	65.0%	65.0%		30.50
								1001 17th Street	Denver	CO	649,400	75.4%	74.3%		36.13
South Region Total			1,908,515	72.6%	70.4%	$	29.36	600 17th Street	Denver	CO	612,135	72.5%	73.2%		34.23

								West Region Total			2,140,410	65.9%	65.2%	$	34.77

								Total Owned & Consolidated Properties			5,020,216	66.4%	64.9%	$	31.21

(a)	Weighted Occupied Percentage for the three months ended March 31, 2025.

(b)	Weighted Average GAAP Rent per Occupied Square Foot.

(c)	Consolidated as of January 1, 2023, held by Single Asset REIT (SAR); property was classified as an asset held for sale on March 31, 2025.

March 31, 2025| Page 15

Tenants by Industry

(Owned and Consolidated Properties by Square Feet)

March 31, 2025| Page 16

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	96	248,399	4.9%	$	7,707,822	7.4%
2	EOG Resources, Inc.	1	21	169,167	3.4%		6,460,488	6.2%
3	US Government (b)	2	10, 70	168,573	3.4%		6,518,833	6.2%
4	Kaiser Foundation Health Plan, Inc.	1	50	120,979	2.4%		4,074,907	3.9%
5	Deluxe Corporation	1	148	98,922	2.0%		3,003,982	2.9%
6	Ping Identity Corp.	1	15	89,856	1.8%		3,743,401	3.6%
7	Olin Corporation (c)	1	123	81,480	1.6%		1,777,212	1.7%
8	Permian Resources Operating, LLC	1	79	67,856	1.3%		2,968,252	2.8%
9	Hall and Evans LLC	1	53	65,878	1.3%		2,797,062	2.7%
10	Cyxtera Management, Inc.	1	58	61,826	1.2%		2,466,239	2.3%
11	Precision Drilling (US) Corporation	1	38	59,569	1.2%		2,125,422	2.0%
12	PwC US Group	1	46	54,334	1.1%		1,841,379	1.8%
13	Coresite, LLC (d)	1	128	49,518	1.0%		—	0.0%
14	Schwegman, Lundberg & Woessner, P.A.	1	34	46,269	0.9%		1,402,045	1.3%
15	Invenergy, LLC. (e)	2	0,129	42,505	0.9%		299,647	0.3%
16	Ark-La-Tex Financial Services, LLC.	1	24	41,011	0.8%		1,545,544	1.5%
17	Chevron U.S.A., Inc.	1	29	35,088	0.7%		1,509,135	1.4%
18	QB Energy Operating, LLC.	1	95	34,063	0.7%		1,465,390	1.4%
19	CarOffer, LLC.	1	58	30,913	0.6%		1,149,036	1.1%
20	WDT Acquisition Corporation	1	133	30,913	0.6%		1,165,729	1.1%

			Total	1,597,119	31.8%	$	54,021,525	51.6%

Footnotes on next page

March 31, 2025| Page 17

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 March 31, 2025 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.

(d) Rent abated through November 30, 2025.

(e) Includes 7,417 square feet expiring in 2025; 28,013 square feet that commenced on December 20, 2024 with rent commencing on April 20, 2026; 3,146 square feet commencing on January 1, 2027; and 3,929 square feet commencing on January 1, 2028.

March 31, 2025| Page 18

Leasing Activity

(Owned and Consolidated Properties)


				Year		Year
	Three Months Ended			Ended		Ended
Leasing Activity		31-Mar-25	31-Mar-24		31-Dec-24		31-Dec-23
(in Square Feet - SF)
New leasing		-	61,000		171,000		228,000
Renewals and expansions		60,000	136,000		445,000		478,000
		60,000	197,000		616,000		706,000

Other information per SF
(Activity on a year-to-date basis)
GAAP Rents on leasing	$	29.64	26.96	$	30.06		29.71
Weighted average lease term		5.2 Years	6.8 Years		6.3 Years		6.8 Years

Increase over average GAAP rents in prior year (a)		3.4%	13.8%		8.2%		7.4%

Average free rent		3 Months	5 Months		4 Months		6 Months
Tenant Improvements	$	3.77	29.23	$	26.06		22.42
Leasing Costs	$	6.65	9.00	$	9.72		10.56

(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.

March 31, 2025| Page 19

Lease Expirations by Square Feet

(Owned and Consolidated Properties)

March 31, 2025| Page 20

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

2025	31	(c)	246,305		$	8,098,433	$	32.88	7.7%	7.7%
2026	41		582,524			21,370,797		36.69	20.4%	28.1%
2027	31		322,539			11,124,600		34.49	10.6%	38.7%
2028	25		257,393			8,186,138		31.80	7.8%	46.5%
2029	31		481,560			15,240,435		31.65	14.6%	61.1%
2030	20		259,535			7,398,527		28.51	7.1%	68.2%
2031	10		266,586			10,384,241		38.95	9.9%	78.1%
2032	6		58,607			411,028		7.01	0.4%	78.5%
2033	8		379,513			12,016,006		31.66	11.5%	90.0%
2034	6		70,904			1,632,787		23.03	1.6%	91.6%
2035 and thereafter	24		407,538	(d)		8,855,560		21.73	8.4%	100.0%
Leased total	233		3,333,004		$	104,718,552	$	31.42	100.0%
Owned property vacant SF			1,482,167
Monument Circle vacant SF (e)			205,045
Total Portfolio Square Footage			5,020,216

(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 March 31, 2025 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.

(c)	Includes 2 leases that are month-to-month.

(d)	Includes 51,088 square feet that are non-revenue producing building amenities.

(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 24 for more information.

March 31, 2025| Page 21

Capital Expenditures

(Owned and Consolidated Properties)


(in thousands)
	For the Three Months Ended
	31-Mar-25

Tenant improvements	$	2,374
Deferred leasing costs		545
Non-investment capex		1,258
Total Capital Expenditures	$	4,177


	For the Three Months Ended								Year Ended
	31-Mar-24		30-Jun-24		30-Sep-24		31-Dec-24		31-Dec-24

Tenant improvements	$	2,619	$	2,558	$	4,444	$	4,173	$	13,794
Deferred leasing costs		2,237		511		421		2,974		6,143
Non-investment capex		1,019		1,480		1,658		2,568		6,725
Total Capital Expenditures	$	5,875	$	4,549	$	6,523	$	9,715	$	26,662

First generation leasing and investment capital expenditures was $0 for the three months ended March 31, 2025 and $0 for the year ended December 31, 2024.

March 31, 2025| Page 22

Disposition Activity

(in thousands except for Square Feet)


Recent Dispositions:					Gross Sale		Gain (loss)
	City	State	Square Feet	Date Sold	Proceeds		on Sale
2024
Collins Crossing	Richardson	TX	300,887	1/26/24	$	35,000	$	(2,145)
Innsbrook	Glenn Allen	VA	298,183	7/8/2024		31,000		(13,247)
Pershing Park	Atlanta	GA	160,145	10/23/24		34,000		(27,523)

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
One Legacy Circle	Plano	TX	214,110	10/26/23		48,000		10,558
Blue Lagoon Drive	Miami	FL	213,182	12/6/23		68,000		(18,872)

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		3,359

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.

March 31, 2025| Page 23

Loan Portfolio of Secured Real Estate

(in thousands)

(dollars in thousands, except footnotes)

Maximum

Amount

Interest

Maturity

Amount

Outstanding

Rate at


(in thousands except per share data)
	As of
	31-Mar-25		Assets:			Other information:
Total Market Capitalization Values			Straight-line rent receivable	$	37,724	Leased SF to be FFO producing
Shares outstanding		103,566.7	Assets held for sale		5,685	during 2025-2028 (in 000's)		59
Closing price	$	1.78	Cash, cash equivalents and restricted cash		31,559
Market capitalization	$	184,349	Tenant rent receivables		1,462	Straight-line rental revenue current quarter	$	(70)
Debt		250,179	Prepaid expenses		2,844
Total Market Capitalization	$	434,528	Office computers and furniture		62
			Other assets:
			Deferred financing costs, net		2,723
	3 Months		Other assets - Right-to-Use Asset		585
	Ended			$	82,644
NOI Components	31-Mar-25

Same Store NOI (1)	$	11,319
Acquisitions (1) (2)		—	Liabilities:
Property NOI (1)		11,319	Debt (excluding contra for unamortized financing costs)	$	250,179	Footnotes to the components
Full quarter adjustment (3)		—	Accounts payable & accrued expenses		28,715	(1) See pages 11 & 30 for definitions and reconciliations.
Stabilized portfolio	$	11,319	Tenant security deposits		6,156
			Other liabilities: lease liability		612	(2) Includes NOI from acquisitions not in Same Store.
				$	285,662
Financial Statement Reconciliation:						(3) Adjustment to reflect property NOI for a full quarter in the quarter acquired, if necessary.
Rental Revenue	$	27,107
Rental operating expenses		(10,095)				(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		(5,369)
NOI from dispositions & acquisition properties		(24)				(5) Management & other fees are eliminated in consolidation but included in Property NOI.
Taxes (4)		(52)
Management & other fees (5)		(248)
Property NOI (1)	$	11,319