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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 1, 2022

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 1, 2022, Franklin Street Properties Corp. (the “Registrant”) announced its financial results for the three and nine months ended September 30, 2022.  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 1, 2022.

99.2

Supplemental Operating and Financial Data for the Third Quarter of 2022.

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 1, 2022

By:

/s/ George J. Carter

George J. Carter

Chief Executive Officer

4

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 2022 Results

Wakefield, MA—November 1, 2022—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, 2022.    

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

“As the fourth quarter of 2022 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. Our primary objectives for 2022 remain twofold: We will seek to increase shareholder value (1) through the potential sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) by striving to increase occupancy in our continuing portfolio of real estate.  We intend to use proceeds from any potential future property dispositions for debt reduction, repurchases of our common stock, dividends, and other general corporate purposes.  

We believe that current economic conditions, office market conditions, geopolitical events and other factors have negatively impacted access to both debt and equity capital for potential purchasers of office properties.  This volatility in the capital markets has created funding uncertainty among potential purchasers and has generally resulted in longer periods of time to close dispositions.  As a result, at this time, we are updating our property disposition guidance for full-year 2022 to be in the range of approximately $102.5 million to $200 million in aggregate gross proceeds compared to our previously estimated range of $200 million to $300 million.  We are currently working with identified potential purchasers on new potential dispositions that would result in approximately $180 million in aggregate gross proceeds.  While we are not providing disposition guidance for 2023 at this time, we believe that some of this potential disposition activity will likely occur in the first quarter of 2023.  Our disposition guidance is subject to change for a variety of reasons, including economic conditions, office market conditions and geopolitical events.  We will update our disposition guidance quarterly in our earnings releases.  

We look forward to the balance of 2022 and beyond with anticipation and optimism.”  

Financial Highlights

GAAP net income was $17.2 million and $4.0 million, or $0.17 and $0.04 per basic and diluted share, for the three and nine months ended September 30, 2022, respectively.
Funds From Operations (FFO) was $9.0 million and $30.9 million, or $0.09 and $0.30 per basic and diluted share, for the three and nine months ended September 30, 2022, respectively.
Adjusted Funds From Operations (AFFO) was a loss of $0.09 and $0.12 per basic and diluted share for the three and nine months ended September 30, 2022, respectively.  
On September 6, 2022, the Company used proceeds from the sale of 380 Interlocken and 390 Interlocken in Broomfield, Colorado to prepay in full its $110 million term loan with Bank of America, N.A. as administrative agent and the other lending institutions party thereto.  

Leasing Highlights


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During the nine months ended September 30, 2022, we leased approximately 342,000 square feet, including 217,000 square feet of new leases.  
Our directly owned real estate portfolio of 22 owned properties, totaling approximately 6.4 million square feet, was approximately 75.9% leased as of September 30, 2022, compared to approximately 78.4% leased as of December 31, 2021.  The decrease in the leased percentage is primarily a result of lease expirations during the nine months ended September 30, 2022.    
The weighted average GAAP base rent per square foot achieved on leasing activity during the nine months ended September 30, 2022 was $33.40, or 9.6% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2021.  The average lease term on leases signed in the nine months ended September 30, 2022, was 7.0 years compared to 7.7 years for the year ended December 31, 2021.  Overall the portfolio weighted average rent per occupied square foot was $30.45 as of September 30, 2022 compared to $30.60 as of December 31, 2021.  
Subsequent to quarter end, we are currently tracking approximately 400,000 square feet of new prospective tenants, including approximately 200,000 square feet of prospective tenants that have identified FSP assets 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 in a post-COVID-19 environment.  

Investment Highlights

On August 31, 2022, we sold 380 Interlocken and 390 Interlocken in Broomfield, Colorado for $102.5 million in aggregate gross proceeds and recorded a gain of approximately $24.1 million.
Subject to market conditions and satisfactory outcomes on prospective transactions, we anticipate one or more dispositions to occur during the fourth quarter of 2022 and will provide updates as appropriate.  
We are currently working with identified potential purchasers on new potential dispositions that would result in approximately $180 million in aggregate gross proceeds.  
Disposition proceeds are intended to be used for debt reduction, dividends, and other general corporate purposes.    
Potential disposition candidates under consideration for the fourth quarter of 2022 and for subsequent quarters include: Blue Lagoon in Miami, Florida; Eldridge Green and Park Ten in Houston, Texas; 909 Davis in Evanston, Illinois; and Pershing Park in Atlanta, Georgia.  However, this list of potential disposition candidates should not be construed as meaning that the Company will actually dispose of all such properties.  The Company makes disposition decisions based on a variety of factors, including achievement of pricing objectives, market conditions and other corporate factors.            

Stock Repurchases

During the first quarter of 2022, we repurchased approximately 847,000 shares of our common stock for approximately $4.8 million pursuant to our previously announced stock repurchase plan.  We did not repurchase any shares of our common stock during the second or third quarter of 2022.  
Approximately $26.9 million remains authorized for potential future repurchases of our common stock pursuant to our previously announced stock repurchase plan.

Dividends

On October 7, 2022, pursuant to our variable quarterly dividend policy, we announced that our Board of Directors declared a quarterly cash dividend for the three months ended September 30, 2022 of $0.01 per share of common stock that will be paid on November 10, 2022 to stockholders of record on October

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21, 2022.  

Non-GAAP Financial Information

A reconciliation of Net income to FFO, 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.    

2022 Net Income, FFO and Disposition Guidance

At this time, due primarily to uncertainty surrounding the timing and amount of proceeds received from property dispositions, we are continuing suspension of Net Income and FFO guidance.  We are updating our previously announced disposition guidance for full-year 2022 as we execute on our strategy to dispose of certain properties that we believe have met their short to intermediate term valuation objectives and whose value may not be accurately reflected in our share price. Anticipated dispositions in 2022 are estimated to result in aggregate gross proceeds in the range of approximately $102.5 million to $200 million.  We intend to use the proceeds of any future dispositions for debt reduction, repurchases of our stock, dividends and other general corporate purposes.  This guidance reflects our current expectations of economic and market conditions and is subject to change.  Our disposition guidance is subject to change for a variety of reasons, including economic conditions, office market conditions and geopolitical events.  We will update our disposition guidance quarterly in our earnings releases.  There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above.  

Real Estate Update

Supplementary schedules provide property information for the Company’s owned and managed real estate portfolio as of September 30, 2022.  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 2, 2022 at 11:00 a.m. (ET) to discuss the third quarter 2022 results. To access the call, please dial 1-844-200-6205 and use access code 735617. Internationally, the call may be accessed by dialing 1-929-526-1599 and using access code 735617. 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 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.


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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 our ability to lease space in the future, expectations for dispositions, potential stock repurchases, 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, high 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, any inability to dispose of real estate properties at pricing levels comparable to recent historical portfolio dispositions,  and any delays in the timing of any such 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, 2021 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as the same 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.    

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)

  

2022

  

2021

  

2022

  

2021

 

Revenue:

Rental

$

40,366

$

50,326

$

122,994

$

164,671

Related party revenue:

Management fees and interest income from loans

466

419

1,393

1,246

Other

4

57

17

69

Total revenue

40,836

50,802

124,404

165,986

Expenses:

Real estate operating expenses

13,369

14,373

38,547

45,664

Real estate taxes and insurance

8,951

10,200

26,713

34,461

Depreciation and amortization

15,148

18,862

49,004

62,379

General and administrative

3,232

3,749

10,997

11,857

Interest

6,110

7,928

17,140

26,582

Total expenses

46,810

55,112

142,401

180,943

Loss on extinguishment of debt

(78)

(236)

(78)

(403)

Impairment and loan loss reserve

(717)

(1,857)

Gain on sale of properties, net

24,077

8,632

24,077

29,258

Income (loss) before taxes and equity in income of non-consolidated REITs

17,308

4,086

4,145

13,898

Tax expense

62

51

167

174

Equity in income of non-consolidated REITs

421

421

Net income

$

17,246

$

4,456

$

3,978

$

14,145

Weighted average number of shares outstanding, basic and diluted

103,236

106,905

103,372

107,196

Net income per share, basic and diluted

$

0.17

$

0.04

$

0.04

$

0.13


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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)

    

2022

    

2021

 

Assets:

Real estate assets:

Land

$

131,556

$

146,844

Buildings and improvements

1,397,303

1,457,209

Fixtures and equipment

10,656

11,404

1,539,515

1,615,457

Less accumulated depreciation

420,532

424,487

Real estate assets, net

1,118,983

1,190,970

Acquired real estate leases, less accumulated amortization of $19,535 and $40,423, respectively

11,177

14,934

Cash, cash equivalents and restricted cash

8,717

40,751

Tenant rent receivables

1,309

1,954

Straight-line rent receivable

50,885

49,024

Prepaid expenses and other assets

6,961

4,031

Related party mortgage loan receivable, less allowance for credit loss of $1,857 and $0, respectively

22,143

24,000

Other assets: derivative asset

4,266

Office computers and furniture, net of accumulated depreciation of $1,099 and $1,198, respectively

170

198

Deferred leasing commissions, net of accumulated amortization of $20,826 and $21,099, respectively

37,459

38,311

Total assets

$

1,262,070

$

1,364,173

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

65,000

$

Term loans payable, less unamortized financing costs of $308 and $714, respectively

164,692

274,286

Series A & Series B Senior Notes, less unamortized financing costs of $535 and $658, respectively

199,465

199,342

Accounts payable and accrued expenses

50,371

89,493

Accrued compensation

3,159

4,704

Tenant security deposits

5,726

6,219

Lease liability

862

1,159

Other liabilities: derivative liabilities

5,239

Acquired unfavorable real estate leases, less accumulated amortization of $536 and $2,285, respectively

234

528

Total liabilities

489,509

580,970

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, 103,235,914 and 103,998,520 shares issued and outstanding, respectively

10

10

Additional paid-in capital

1,334,776

1,339,226

Accumulated other comprehensive loss

4,266

(5,239)

Accumulated distributions in excess of accumulated earnings

(566,491)

(550,794)

Total stockholders’ equity

772,561

783,203

Total liabilities and stockholders’ equity

$

1,262,070

$

1,364,173


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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)

    

2022

    

2021

 

Cash flows from operating activities:

Net income

$

3,978

$

14,145

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

50,472

64,390

Amortization of above and below market leases

(88)

(38)

Shares issued as compensation

394

338

Equity in income of non-consolidated REITs

(421)

Distributions from non-consolidated REITs

421

Loss on extinguishment of debt

78

403

Impairment and loan loss reserve

1,857

Gain on sale of properties, net

(24,077)

(29,258)

Changes in operating assets and liabilities:

Tenant rent receivables

645

4,975

Straight-line rents

(4,064)

(3,103)

Lease acquisition costs

(2,659)

(1,666)

Prepaid expenses and other assets

(1,670)

(1,035)

Accounts payable and accrued expenses

(6,388)

(8,389)

Accrued compensation

(1,545)

(436)

Tenant security deposits

(493)

(2,508)

Payment of deferred leasing commissions

(7,086)

(10,857)

Net cash provided by operating activities

9,354

26,961

Cash flows from investing activities:

Property improvements, fixtures and equipment

(38,035)

(55,008)

Proceeds received from sales of properties

102,007

319,357

Net cash provided by investing activities

63,972

264,349

Cash flows from financing activities:

Distributions to stockholders

(52,956)

(28,985)

Stock repurchases

(4,843)

(8,244)

Borrowings under bank note payable

80,000

76,500

Repayments of bank note payable

(15,000)

(80,000)

Repayments of Term Loans

(110,000)

(245,000)

Deferred financing costs

(2,561)

Net cash used in financing activities

(105,360)

(285,729)

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

(32,034)

5,581

Cash, cash equivalents and restricted cash, beginning of year

40,751

4,150

Cash, cash equivalents and restricted cash, end of period

$

8,717

$

9,731


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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

 

2022

52,558

0.8%

2023

443,407

6.9%

2024

706,684

11.0%

2025

440,323

6.8%

2026

443,470

6.9%

Thereafter (2)

4,347,512

67.6%

6,433,954

100.0%


(1)Percentages are determined based upon total square footage.
(2)Includes 1,548,746 square feet of vacancies at our operating properties as of September 30, 2022.

(dollars & square feet in 000's)

As of September 30, 2022

% of

Square

% of

State

    

Properties

    

Investment

    

Portfolio

    

Feet

    

Portfolio

 

Colorado

4

$

460,116

41.2%

2,145

33.3%

Texas

9

330,433

29.5%

2,423

37.7%

Georgia

1

50,613

4.5%

160

2.5%

Minnesota

3

122,485

10.9%

758

11.8%

Virginia

1

32,636

2.9%

298

4.6%

Florida

1

69,244

6.2%

213

3.3%

Illinois

2

44,928

4.0%

372

5.8%

North Carolina

1

8,528

0.8%

64

1.0%

Total

22

$

1,118,983

100.0%

6,433

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

Nine Months

(in thousands)

For the Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

30-Sep-22

Tenant improvements

$

1,877

$

5,453

$

6,813

$

14,143

Deferred leasing costs

3,032

1,327

2,053

6,412

Non-investment capex

5,065

6,736

9,289

21,090

$

9,974

$

13,516

$

18,155

$

41,645

For the Three Months Ended

Year Ended

    

31-Mar-21

    

30-Jun-21

    

30-Sep-21

    

31-Dec-21

    

31-Dec-21

Tenant improvements

$

4,491

$

4,277

$

3,952

$

1,881

$

14,601

Deferred leasing costs

2,597

1,922

2,371

1,319

8,209

Non-investment capex

5,336

3,793

4,528

4,672

18,329

$

12,424

$

9,992

$

10,851

$

7,872

$

41,139

Square foot & leased percentages

September 30,

December 31,

    

2022

    

2021

 

Owned or Operating Properties:

Number of properties

22

24

Square feet

6,433,954

6,911,225

Leased percentage

75.9%

78.4%

Managed Properties - Single Asset REITs (SARs):

Number of properties

1

2

Square feet

213,760

348,545

Total Owned or Operating and Managed Properties:

Number of properties

23

26

Square feet

6,647,714

7,259,770


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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-22

    

Leased (2)

    

30-Sep-22

    

Leased (2)

 

1

FOREST PARK

Charlotte, NC

64,198

78.4%

78.4%

78.4%

78.4%

2

NORTHWEST POINT

Elk Grove Village, IL

177,095

100.0%

100.0%

100.0%

100.0%

3

PARK TEN

Houston, TX

157,609

72.0%

72.0%

72.0%

72.0%

4

PARK TEN PHASE II

Houston, TX

156,746

95.0%

95.0%

95.0%

95.0%

5

GREENWOOD PLAZA

Englewood, CO

196,236

66.3%

77.5%

66.3%

66.3%

6

ADDISON

Addison, TX

289,333

83.0%

83.7%

83.0%

83.0%

7

COLLINS CROSSING

Richardson, TX

300,887

96.1%

96.1%

96.1%

96.1%

8

INNSBROOK

Glen Allen, VA

298,183

47.8%

47.8%

47.8%

47.8%

9

LIBERTY PLAZA

Addison, TX

217,600

76.5%

77.7%

75.5%

75.9%

380 INTERLOCKEN

Broomfield, CO

60.5%

60.5%

(3)

(3)

390 INTERLOCKEN

Broomfield, CO

99.4%

99.4%

(3)

(3)

10

BLUE LAGOON

Miami, FL

213,182

98.5%

98.5%

98.5%

98.5%

11

ELDRIDGE GREEN

Houston, TX

248,399

100.0%

100.0%

100.0%

100.0%

12

121 SOUTH EIGHTH ST

Minneapolis, MN

298,121

89.7%

89.8%

88.6%

88.6%

13

801 MARQUETTE AVE

Minneapolis, MN

129,691

91.8%

91.8%

91.8%

77.7%

14

LEGACY TENNYSON CTR

Plano, TX

208,966

40.7%

40.7%

40.7%

40.7%

15

ONE LEGACY

Plano, TX

214,110

63.7%

63.7%

63.7%

63.7%

16

909 DAVIS

Evanston, IL

195,098

93.3%

93.3%

93.3%

93.3%

17

WESTCHASE I & II

Houston, TX

629,025

62.9%

62.8%

64.2%

63.7%

18

1999 BROADWAY

Denver, CO

680,255

66.9%

66.9%

66.9%

66.9%

19

1001 17TH STREET

Denver, CO

657,816

71.0%

75.6%

70.1%

70.7%

20

PLAZA SEVEN

Minneapolis, MN

330,096

82.7%

83.0%

79.3%

79.7%

21

PERSHING PLAZA

Atlanta, GA

160,145

78.1%

78.1%

79.2%

78.5%

22

600 17TH STREET

Denver, CO

611,163

76.9%

76.9%

77.8%

77.8%

OWNED PORTFOLIO

6,433,954

76.3%

77.1%

75.9%

75.8%


(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)Properties sold on August 31, 2022.


-11-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule G

Largest 20 Tenants – FSP Owned Portfolio

(Unaudited & Estimated)

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

As of September 30, 2022

% of

    

Tenant

    

Sq Ft

    

Portfolio

 

1

CITGO Petroleum Corporation

248,399

3.9%

2

EOG Resources, Inc.

169,167

2.6%

3

US Government

168,573

2.6%

4

Lennar Homes, LLC

155,808

2.4%

5

Citicorp Credit Services, Inc

146,260

2.3%

6

Kaiser Foundation Health Plan

120,979

1.9%

7

Argo Data Resource Corporation

114,200

1.8%

8

Swift, Currie, McGhee & Hiers, LLP

101,296

1.6%

9

Deluxe Corporation

98,922

1.5%

10

Ping Identity Corp.

89,856

1.4%

11

Permian Resources Operating, LLC

67,856

1.1%

12

Bread Financial Payments, Inc.

67,274

1.0%

13

PricewaterhouseCoopers LLP

66,304

1.0%

14

Hall and Evans LLC

65,878

1.0%

15

Cyxtera Management, Inc.

61,826

1.0%

16

Precision Drilling (US) Corporation

59,569

0.9%

17

Schwegman, Lundberg & Woessner, P.A.

58,263

0.9%

18

EMC Corporation

57,100

0.9%

19

ID Software, LLC

57,100

0.9%

20

Houghton Mifflin, Co.

55,643

0.9%

Total

2,030,273

31.6%


-12-

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 Income to FFO and AFFO:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In thousands, except per share amounts)

   

2022

   

2021

2022

   

2021

Net income

$

17,246

$

4,456

$

3,978

$

14,145

Impairment and loan loss reserve

717

1,857

Gain on sale of properties, net

(24,077)

(8,632)

(24,077)

(29,258)

Equity in income from non-consolidated REITs

(421)

(421)

FFO from non-consolidated REITs

421

421

Depreciation & amortization

15,114

18,861

48,916

62,340

NAREIT FFO

9,000

14,685

30,674

47,227

Lease Acquisition costs

41

112

206

297

Funds From Operations (FFO)

$

9,041

$

14,797

$

30,880

$

47,524

Funds From Operations (FFO)

$

9,041

$

14,797

$

30,880

$

47,524

Loss on extinguishment of debt

78

236

78

403

Reverse FFO from non-consolidated REITs

(421)

(421)

Distributions from non-consolidated REITs

421

421

Amortization of deferred financing costs

461

618

1,468

2,011

Shares issued as compensation

394

338

Straight-line rent

(1,160)

(245)

(4,064)

(3,190)

Tenant improvements

(6,813)

(3,952)

(14,143)

(12,720)

Leasing commissions

(2,053)

(2,371)

(6,412)

(6,890)

Non-investment capex

(9,289)

(4,528)

(21,090)

(13,657)

Adjusted Funds From Operations (AFFO)

$

(9,735)

$

4,555

$

(12,889)

$

13,819

Per Share Data

EPS

$

0.17

$

0.04

$

0.04

$

0.13

FFO

$

0.09

$

0.14

$

0.30

$

0.44

AFFO

$

(0.09)

$

0.04

$

(0.12)

$

0.13

Weighted average shares (basic and diluted)

103,236

106,905

103,372

107,196


-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 the periods presented and exclude our redevelopment properties.  We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees.  NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. 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-22

    

30-Jun-22

    

(Dec)

    

Change

 

Region

East

 

362

 

$

391

 

$

475

$

(84)

 

(17.7)

%

MidWest

 

1,130

 

3,905

 

4,850

 

(945)

 

(19.5)

%

South

 

2,796

 

5,902

 

5,611

 

291

 

5.2

%

West

 

2,146

 

6,401

 

6,609

 

(208)

 

(3.1)

%

Property NOI* from Operating Properties

 

6,434

 

16,599

 

17,545

 

(946)

 

(5.4)

%

Dispositions and Redevelopment Properties (a)

-

 

1,068

 

1,574

 

(506)

 

(2.2)

%

NOI*

6,434

 

$

17,667

 

$

19,119

$

(1,452)

 

(7.6)

%

Sequential Same Store

 

$

16,599

 

$

17,545

$

(946)

 

(5.4)

%

Less Nonrecurring

Items in NOI* (b)

 

494

 

1,258

 

(764)

 

4.3

%

Comparative

Sequential Same Store

 

$

16,105

 

$

16,287

$

(182)

 

(1.1)

%


-15-

Three Months Ended

Three Months Ended

Reconciliation to Net income (loss)

30-Sep-22

30-Jun-22

Net income (loss)

 

$

17,246

 

$

(9,110)

Add (deduct):

Loss on extinguishment of debt

 

78

 

Impairment and loan loss reserve

717

1,140

Gain on sale of properties, net

 

(24,077)

 

Management fee income

 

(274)

 

(267)

Depreciation and amortization

 

15,148

 

18,185

Amortization of above/below market leases

 

(34)

 

(45)

General and administrative

 

3,233

 

3,981

Interest expense

 

6,109

 

5,664

Interest income

 

(461)

 

(455)

Non-property specific items, net

 

(18)

 

26

NOI*

 

$

17,667

 

$

19,119

(a)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized. We also include properties that have been placed in service, but that 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.


Exhibit 99.2 

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300.~ www.fspreit.com


Third Quarter 2022
Table of Contents

Page

Page

Company Information

3

Tenant Analysis and Leasing Activity

Tenants by Industry

18

Key Financial Data

20 Largest Tenants with Annualized Rent and Remaining Term

19-20

Financial Highlights

4

Leasing Activity

21

Income Statements

5

Lease Expirations by Square Feet

22

Balance Sheets

6

Lease Expirations with Annualized Rent per Square Foot

23

Cash Flow Statements

7

Capital Expenditures

24

Property Net Operating Income (NOI)

8

Reconciliation

Transaction Activity

25

FFO & AFFO

9

EBITDA

10

Loan Portfolio of Secured Real Estate

26

Property NOI

11

Net Asset Value Components

27

Debt Summary

12

Appendix: Non-GAAP Financial Measures Definitions

Capital Analysis

13

FFO

28

EBITDA and NOI

29

Owned and Managed Portfolio Overview

14-17

AFFO

30

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, 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, geopolitical events and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, 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.

801 Marquette, Minneapolis, MN

September 30, 2022| Page 2


Company Information

Overview

Snapshot (as of September 30, 2022)

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

Total Properties

22

Total Square Feet

6.4 Million

Trading Symbol

FSP

Exchange

NYSE American

Common Shares Outstanding

103,235,914

Our Business

Total Market Capitalization

$0.7 Billion (1)

As of September 30, 2022, the Company owned and operated a portfolio of real estate consisting of 22 operating  properties and one managed Sponsored REIT.  From time-to-time, the Company may acquire, develop or redevelop real estate, make additional secured loans or acquire its 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

5.52%

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

1999 Broadway, Denver, CO

Inquiries

Inquiries should be directed to: Georgia Touma

877.686.9496 or [email protected]

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

outstanding.

September 30, 2022| Page 3


Summary of Financial Highlights

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

    

30-Sep-22

    

30-Jun-22

    

31-Mar-22

    

31-Dec-21

    

30-Sep-21

Income Items:

Rental revenue

$

40,366

$

40,831

$

41,797

$

42,910

$

50,326

Total revenue

40,836

41,304

42,264

43,372

50,802

Net income (loss)

17,246

(9,110)

(4,158)

78,572

4,456

Adjusted EBITDA*

15,250

15,891

16,918

17,518

22,900

FFO*

9,041

10,257

11,582

10,955

14,797

AFFO*

(9,735)

(4,072)

918

3,241

4,555

Per Share Data:

EPS

$

0.17

$

(0.09)

$

(0.04)

$

0.75

$

0.04

FFO*

$

0.09

$

0.10

$

0.11

$

0.10

$

0.14

AFFO*

$

(0.09)

$

(0.04)

$

0.01

$

0.03

$

0.04

Weighted Average Shares (diluted)

103,236

103,193

103,691

105,098

106,905

Closing share price

$

2.63

$

4.17

$

5.90

$

5.95

$

4.64

Dividend declared

$

0.01

$

0.09

$

0.09

$

0.41

$

0.09

Balance Sheet Items:

Real estate, net

$

1,118,983

$

1,186,157

$

1,187,348

$

1,190,970

$

1,344,692

Other assets, net

143,087

145,562

149,772

173,203

161,837

Total assets, net

1,262,070

1,331,719

1,337,120

1,364,173

1,506,529

Total liabilities, net

489,509

577,687

567,234

580,970

751,456

Shareholders' equity

772,561

754,032

769,886

783,203

755,073

Market Capitalization and Debt:

Total Market Capitalization (a)

$

701,510

$

960,494

$

1,123,596

$

1,093,791

$

1,165,136

Total debt outstanding (excluding unamortized financing costs)

$

430,000

$

530,000

$

515,000

$

475,000

$

675,000

Debt to Total Market Capitalization

61.3%

55.2%

45.8%

43.4%

57.9%

Net Debt to Adjusted EBITDA ratio*

6.9

8.3

7.4

6.2

7.3

Operating Properties Leasing Statistics (b):

Operating properties assets

22

24

24

24

26

Operating properties total SF

6,433,954

6,915,715

6,915,609

6,911,225

7,671,275

Operating properties % leased

75.9%

76.3%

77.3%

78.4%

80.0%


(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 redevelopment properties.

*

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 28.

September 30, 2022| Page 4


Condensed Consolidated Income Statements

($ in thousands, except per share amounts)

For the

For the

For the Three Months Ended

Nine Months Ended

For the Three Months Ended

Year Ended

31-Mar-22

30-Jun-22

30-Sep-22

30-Sep-22

31-Mar-21

30-Jun-21

30-Sep-21

31-Dec-21

31-Dec-21

Revenue:

Rental

  

$

41,797

  

$

40,831

  

$

40,366

    

$

122,994

  

  

$

58,623

  

$

55,722

  

$

50,326

  

$

42,910

  

$

207,581

Related party revenue:

Management fees and interest income from loans

460

467

466

1,393

410

417

419

454

1,700

Other

7

6

4

17

6

6

57

8

77

Total revenue

42,264

41,304

40,836

124,404

59,039

56,145

50,802

43,372

209,358

Expenses:

Real estate operating expenses

12,834

12,344

13,369

38,547

15,939

15,352

14,373

15,217

60,881

Real estate taxes and insurance

8,719

9,043

8,951

26,713

12,366

11,895

10,200

6,600

41,061

Depreciation and amortization

15,670

18,186

15,148

49,004

24,381

19,136

18,862

16,165

78,544

General and administrative

3,784

3,981

3,232

10,997

4,146

3,962

3,749

4,041

15,898

Interest

5,366

5,664

6,110

17,140

8,600

10,054

7,928

5,691

32,273

Total expenses

46,373

49,218

46,810

142,401

65,432

60,399

55,112

47,714

228,657

Loss on extinguishment of debt

(78)

(78)

(167)

(236)

(498)

(901)

Impairment and loan loss reserve

(1,140)

(717)

(1,857)

Gain on sale of properties, net

24,077

24,077

20,626

8,632

83,876

113,134

Income (loss) before taxes on income and equity in income of non-consolidated REITs

(4,109)

(9,054)

17,308

4,145

(6,393)

16,205

4,086

79,036

92,934

Tax expense on income

49

56

62

167

67

56

51

464

638

Equity in income of non-consolidated REITs

421

421

Net income (loss)

$

(4,158)

$

(9,110)

$

17,246

$

3,978

$

(6,460)

$

16,149

$

4,456

$

78,572

$

92,717

Weighted average number of shares outstanding, basic and diluted

103,691

103,193

103,236

103,372

107,328

107,359

106,905

105,098

106,667

Net income (loss) per share, basic and diluted

$

(0.04)

$

(0.09)

$

0.17

$

0.04

$

(0.06)

$

0.15

$

0.04

$

0.75

$

0.87

September 30, 2022| Page 5


$ in thousands, except per share amounts)

Condensed Consolidated Balance Sheets

(in thousands)

March 31,

June 30,

September 30,

March 31,

June 30,

September 30,

December 31,

    

2022

2022

    

2022

  

  

2021

2021

    

2021

    

2021

 

Assets:

Real estate assets:

Land

$

146,844

$

146,844

$

131,556

$

189,155

$

170,377

$

161,767

$

146,844

Buildings and improvements

1,465,312

1,477,913

1,397,303

1,954,838

1,731,690

1,630,729

1,457,209

Fixtures and equipment

11,819

12,192

10,656

13,308

11,643

11,727

11,404

1,623,975

1,636,949

1,539,515

2,157,301

1,913,710

1,804,223

1,615,457

Less accumulated depreciation

436,627

450,792

420,532

555,688

500,163

459,531

424,487

Real estate assets, net

1,187,348

1,186,157

1,118,983

1,601,613

1,413,547

1,344,692

1,190,970

Acquired real estate leases, net

13,453

12,373

11,177

25,836

21,932

19,864

14,934

Cash, cash equivalents and restricted cash

10,983

4,693

8,717

4,113

24,180

9,731

40,751

Tenant rent receivables, net

2,041

2,627

1,309

4,337

3,116

2,681

1,954

Straight-line rent receivable, net

51,309

54,354

50,885

69,743

61,475

58,132

49,024

Prepaid expenses and other assets

7,403

6,863

6,961

5,873

5,405

5,547

4,031

Related party mortgage loan receivable, less allowance for credit loss

24,000

22,860

22,143

21,000

21,000

21,000

24,000

Other assets: derivative asset

1,951

4,266

Office computers and furniture, net of accumulated depreciation

204

187

170

147

167

153

198

Deferred leasing commissions, net

40,379

39,654

37,459

56,771

49,793

44,729

38,311

Total assets

$

1,337,120

$

1,331,719

$

1,262,070

$

1,789,433

$

1,600,615

$

1,506,529

$

1,364,173

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

40,000

$

55,000

$

65,000

$

27,500

$

$

$

Term loan payable, net of unamortized financing costs

274,402

274,518

164,692

717,668

563,151

473,648

274,286

Series A & Series B Senior Notes

199,383

199,424

199,465

199,219

199,260

199,301

199,342

Accounts payable and accrued expenses

44,700

39,315

50,371

63,456

50,799

59,309

89,493

Accrued compensation

1,206

2,252

3,159

1,390

2,309

3,482

4,704

Tenant security deposits

5,837

5,819

5,726

8,041

6,807

6,169

6,219

Lease liability

1,061

962

862

1,444

1,350

1,256

1,159

Other liabilities: derivative liabilities

195

13,698

9,425

7,583

5,239

Acquired unfavorable real estate leases, net

450

397

234

1,433

829

708

528

Total liabilities

567,234

577,687

489,509

1,033,849

833,930

751,456

580,970

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

Common stock

10

10

10

11

11

11

10

Additional paid-in capital

1,334,383

1,334,776

1,334,776

1,357,131

1,357,469

1,349,225

1,339,226

Accumulated other comprehensive loss

(195)

1,951

4,266

(13,698)

(9,425)

(7,583)

(5,239)

Accumulated distributions in excess of accumulated earnings

(564,312)

(582,705)

(566,491)

(587,860)

(581,370)

(586,580)

(550,794)

Total stockholders’ equity

769,886

754,032

772,561

755,584

766,685

755,073

783,203

Total liabilities and stockholders’ equity

$

1,337,120

$

1,331,719

$

1,262,070

$

1,789,433

$

1,600,615

$

1,506,529

$

1,364,173

September 30, 2022| Page 6


Condensed Consolidated Statements of Cash Flows

(in thousands)

Nine Months Ended September 30,

2022

2021

Cash flows from operating activities:

Net income

$

3,978

$

14,145

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

50,472

64,390

Amortization of above and below market leases

(88)

(38)

Shares issued as compensation

394

338

Loss on extinguishment of debt

78

403

Impairment and loan loss reserve

1,857

Gain on sale of properties, net

(24,077)

(29,258)

Equity in income from non-consolidated REITs

(421)

Distributions from non-consolidated REITs

421

Changes in operating assets and liabilities:

Tenant rent receivables

645

4,975

Straight-line rents

(4,064)

(3,103)

Lease acquisition costs

(2,659)

(1,666)

Prepaid expenses and other assets

(1,670)

(1,035)

Accounts payable and accrued expenses

(6,388)

(8,389)

Accrued compensation

(1,545)

(436)

Tenant security deposits

(493)

(2,508)

Payment of deferred leasing commissions

(7,086)

(10,857)

Net cash provided by operating activities

9,354

26,961

Cash flows from investing activities:

Property improvements, fixtures and equipment

(38,035)

(55,008)

Proceeds received from sales of properties

102,007

319,357

Net cash provided by investing activities

63,972

264,349

Cash flows from financing activities:

Distributions to stockholders

(52,956)

(28,985)

Stock repurchases

(4,843)

(8,244)

Borrowings under bank note payable

80,000

76,500

Repayments of bank note payable

(15,000)

(80,000)

Repayment of term loan payable

(110,000)

(245,000)

Deferred Financing Costs

(2,561)

Net cash used in financing activities

(105,360)

(285,729)

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

(32,034)

5,581

Cash, cash equivalents and restricted cash, beginning of period

40,751

4,150

Cash, cash equivalents and restricted cash, end of period

$

8,717

$

9,731

September 30, 2022| Page 7


Property Net Operating Income (NOI)* with

Same Store Comparison (in thousands)

Rentable

Nine Months

Nine Months

 

Square Feet

Three Months Ended

Ended

Three Months Ended

Ended

Inc

%

 

(in thousands)

    

or RSF

   

31-Mar-22

   

30-Jun-22

   

30-Sep-22

   

30-Sep-22

   

31-Mar-21

   

30-Jun-21

   

30-Sep-21

   

30-Sep-21

   

(Dec)

   

Change

 

Region

East

 

362

 

$

497

 

$

475

 

$

391

 

$

1,363

 

$

504

 

$

523

 

$

612

 

$

1,639

 

$

(276)

 

(16.8)

%

MidWest

 

1,130

 

3,897

 

4,850

 

3,905

 

12,652

 

3,217

 

3,243

 

3,158

 

9,618

 

3,034

 

31.5

%

South

 

2,796

 

5,817

 

5,611

 

5,902

 

17,330

 

7,095

 

7,070

 

6,162

 

20,327

 

(2,997)

 

(14.7)

%

West

 

2,146

 

8,070

 

6,609

 

6,401

 

21,080

 

8,721

 

8,392

 

8,643

 

25,756

 

(4,676)

 

(18.2)

%

Property NOI* from Operating Properties

 

6,434

 

18,281

 

17,545

 

16,599

 

52,425

 

19,537

 

19,228

 

18,575

 

57,340

 

(4,915)

 

(8.6)

%

Dispositions and Redevelopment Properties (a)

-

 

1,300

 

1,574

1,068

 

3,942

 

10,223

 

8,772

6,788

 

25,783

 

(21,841)

 

(23.6)

%

Property NOI*

6,434

 

$

19,581

 

$

19,119

 

$

17,667

 

$

56,367

 

$

29,760

 

$

28,000

 

$

25,363

 

$

83,123

 

$

(26,756)

 

(32.2)

%

 

Same Store

 

$

18,281

 

$

17,545

 

$

16,599

 

$

52,425

 

$

19,537

 

$

19,228

 

$

18,575

 

$

57,340

 

$

(4,915)

 

(8.6)

%

Less Nonrecurring

Items in NOI* (b)

 

273

 

1,258

494

 

2,025

 

32

 

34

281

 

347

 

1,678

 

(3.0)

%

Comparative

Same Store

 

$

18,008

 

$

16,287

 

$

16,105

 

$

50,400

 

$

19,505

 

$

19,194

 

$

18,294

 

$

56,993

 

$

(6,593)

 

(11.6)

%


(a)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized. We also include properties that have been placed in service, but that 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 28.

September 30, 2022| Page 8


FFO* & AFFO* Reconciliation

(in thousands, except per share amounts)

Nine Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

30-Sep-22

 

 

31-Mar-21

    

30-Jun-21

    

30-Sep-21

    

31-Dec-21

    

31-Dec-21

 

Net income (loss)

$

(4,158)

$

(9,110)

$

17,246

$

3,978

$

(6,460)

$

16,149

$

4,456

$

78,572

$

92,717

Impairment and loan loss reserve

1,140

717

1,857

Gain on sale of properties, net

(24,077)

(24,077)

(20,626)

(8,632)

(83,876)

(113,134)

Equity in income from non-consolidated REITs

(421)

(421)

FFO from non-consolidated REITs

421

421

Depreciation & amortization

15,661

18,141

15,114

48,916

24,349

19,130

18,861

16,169

78,509

NAREIT FFO*

11,503

10,171

9,000

30,674

17,889

14,653

14,685

10,865

58,092

Lease Acquisition costs

79

86

41

206

116

69

112

90

387

Funds From Operations (FFO)*

$

11,582

$

10,257

$

9,041

$

30,880

$

18,005

$

14,722

$

14,797

$

10,955

$

58,479

Adjusted Funds From Operations (AFFO)*

Funds From Operations (FFO)*

$

11,582

$

10,257

$

9,041

$

30,880

$

18,005

$

14,722

$

14,797

$

10,955

$

58,479

Loss on extinguishment of debt

78

78

167

236

498

901

Reverse FFO from non-consolidated REITs

(421)

(421)

Distributions from non-consolidated REITs

421

421

Amortization of deferred financing costs

526

481

461

1,468

707

686

618

487

2,498

Shares issued as compensation

394

394

338

338

Straight-line rent

(1,216)

(1,688)

(1,160)

(4,064)

(1,904)

(1,041)

(245)

(827)

(4,017)

Tenant improvements

(1,877)

(5,453)

(6,813)

(14,143)

(4,491)

(4,277)

(3,952)

(1,881)

(14,601)

Leasing commissions

(3,032)

(1,327)

(2,053)

(6,412)

(2,597)

(1,922)

(2,371)

(1,319)

(8,209)

Non-investment capex

(5,065)

(6,736)

(9,289)

(21,090)

(5,336)

(3,793)

(4,528)

(4,672)

(18,329)

Adjusted Funds From Operations (AFFO)*

$

918

$

(4,072)

$

(9,735)

$

(12,889)

$

4,384

$

4,880

$

4,555

$

3,241

$

17,060

Per Share Data:

EPS

$

(0.04)

$

(0.09)

$

0.17

$

0.04

$

(0.06)

$

0.15

$

0.04

$

0.75

$

0.87

FFO*

0.11

0.10

0.09

0.30

0.17

0.14

0.14

0.10

0.55

AFFO*

0.01

(0.04)

(0.09)

(0.12)

0.04

0.05

0.04

0.03

0.16

Weighted Average Shares (basic and diluted)

103,691

103,193

103,236

103,372

107,328

107,359

106,905

105,098

106,667


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 28.

September 30, 2022| Page 9


EBITDA* & Adjusted EBITDA* Reconciliation

(in thousands, except ratio amounts)

Nine Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

30-Sep-22

31-Mar-21

    

30-Jun-21

    

30-Sep-21

    

31-Dec-21

    

31-Dec-21

 

 

Net income (loss)

$

(4,158)

$

(9,110)

$

17,246

$

3,978

$

(6,460)

$

16,149

$

4,456

$

78,572

$

92,717

Interest expense

5,366

5,664

6,110

17,140

8,600

10,054

7,928

5,691

32,273

Depreciation and amortization

15,661

18,141

15,114

48,916

24,349

19,130

18,861

16,169

78,509

Income taxes

49

56

62

167

67

56

51

464

638

EBITDA*

$

16,918

$

14,751

38,532

$

70,201

$

26,556

$

45,389

$

31,296

$

100,896

$

204,137

Loss on extinguishment of debt

78

78

167

236

498

901

Impairment and loan loss reserve

1,140

717

1,857

Gain on sale of properties, net

(24,077)

(24,077)

(20,626)

(8,632)

(83,876)

(113,134)

Adjusted EBITDA*

$

16,918

$

15,891

$

15,250

$

48,059

$

26,556

$

24,930

$

22,900

$

17,518

$

91,904

Interest expense

$

5,366

$

5,664

$

6,110

$

17,140

$

8,600

$

10,054

$

7,928

$

5,691

$

32,273

Scheduled principal payments

Interest and scheduled principal payments

$

5,366

$

5,664

$

6,110

$

17,140

$

8,600

$

10,054

$

7,928

$

5,691

$

32,273

Interest coverage ratio

3.15

2.81

2.50

2.80

3.09

2.48

2.89

3.08

2.85

Debt service coverage ratio

3.15

2.81

2.50

2.80

3.09

2.48

2.89

3.08

2.85

Debt excluding unamortized financing costs

$

515,000

$

530,000

$

430,000

$

947,500

$

765,000

$

675,000

$

475,000

Cash, cash equivalents and restricted cash

10,983

4,693

8,717

4,113

24,180

9,731

40,751

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

$

504,017

$

525,307

$

421,283

$

943,387

$

740,820

$

665,269

$

434,249

Adjusted EBITDA*

$

16,918

$

15,891

$

15,250

$

26,556

$

24,930

$

22,900

$

17,518

Annualized

$

67,672

$

63,564

$

61,000

$

106,224

$

99,720

$

91,600

$

70,072

Net Debt-to-Adjusted EBITDA ratio*

7.4

8.3

6.9

8.9

7.4

7.3

6.2


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 28. Amounts in the EBITDA and Adjusted EBITDA reconciliation do not reflect our proportionate share of interest expense, depreciation, amortization, income taxes, gains or losses on sales and debt from our investments in non-consolidated REITs, which are accounted for under the equity method.

September 30, 2022| Page 10


Reconciliation of Net Income (Loss) to Property NOI*

(in thousands)

Nine Months

Nine Months

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

30-Sep-22

    

31-Mar-21

    

30-Jun-21

    

30-Sep-21

30-Sep-21

 

Net income (loss)

$

(4,158)

$

(9,110)

$

17,246

$

3,978

$

(6,460)

$

16,149

$

4,456

$

14,145

Add (deduct):

Loss on extinguishment of debt

78

78

167

236

403

Impairment and loan loss reserve

1,140

717

1,857

Gain on sale of properties, net

(24,077)

(24,077)

(20,626)

(8,632)

(29,258)

Management fee income

(291)

(267)

(274)

(832)

(465)

(403)

(380)

(1,248)

Depreciation and amortization

15,670

18,185

15,148

49,003

24,381

19,136

18,862

62,379

Amortization of above/below market leases

(9)

(45)

(34)

(88)

(32)

(6)

(38)

General and administrative

3,784

3,981

3,233

10,998

4,146

3,962

3,749

11,857

Interest expense

5,366

5,664

6,109

17,139

8,600

10,054

7,928

26,582

Interest income

(451)

(455)

(461)

(1,367)

(394)

(399)

(404)

(1,197)

Equity in income of non-consolidated REITs

(421)

(421)

Non-property specific items, net

(330)

26

(18)

(322)

(16)

(34)

(31)

(81)

Property NOI*

$

19,581

$

19,119

$

17,667

$

56,367

$

29,760

$

28,000

$

25,363

$

83,123


*

See Appendix for Non-GAAP Financial Measures Definitions beginning on page 28.

September 30, 2022| Page 11


Debt Summary

(in thousands)

Maximum

Amount

Interest

Interest

Maturity

Amount

Drawn at

Rate (a)

Rate at

Facility

    

Date

    

of Loan

    

30-Sep-22

    

Components

    

30-Sep-22

    

Fee

 

BofA Revolver

12-Jan-24

$

237,500

$

65,000

SOFR

 + 

1.95%

4.95%

0.35%

BMO Term Loan Tranche B

31-Jan-24

165,000

165,000

2.39%

 + 

1.65%

4.04%

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%

$

602,500

$

430,000

4.44%

The table above is a summary of our debt as of September 30, 2022.  Additional information on our debt can be found in our Annual Report on Form 10-K for the year ended December 31, 2021, as updated in our Quarterly Reports on Form 10-Q, on file with the U.S. Securities and Exchange Commission.  
On January 10, 2022, we entered into a new BofA Revolver for borrowings of up to $217.5 million, which is a SOFR based loan.  The new BofA Revolver matures on January 12, 2024.  On February 10, 2022, we increased our BofA Revolver availability by $20.0 million to $237.5 million as part of an accordion feature that is available to increase borrowing capacity up to an amount not exceeding $750 million in the aggregate.    
The BofA Revolver is subject to a 35 basis point facility fee, which translates into approximately $0.8 million annually.        
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 $1.7 million.    
On September 30, 2021, October 25, 2021 and September 6, 2022, we repaid $90 million, $200 million and $110 million, respectively, of the term loan that was part of our credit facility with Bank of America, N.A. as administrative agent and the other lending institutions party thereto, which had $400 million outstanding prior to such repayments and has been fully repaid.      

(a)Interest rate excludes amortization of deferred financing costs and facility fees, which is discussed in the notes above.

September 30, 2022| Page 12


Capital Analysis

(in thousands, except per share amounts)

31-Mar-22

30-Jun-22

30-Sep-22

31-Mar-21

30-Jun-21

30-Sep-21

31-Dec-21

Market Data:

    

    

    

    

  

  

    

    

    

  

Shares Outstanding

103,152

103,236

103,236

107,328

107,395

105,633

103,999

Closing market price per share

$

5.90

$

4.17

$

2.63

$

5.45

$

5.26

$

4.64

$

5.95

Market capitalization

$

608,596

$

430,494

$

271,510

$

584,939

$

564,896

$

490,136

$

618,791

Total debt outstanding excluding unamortized financing costs

515,000

530,000

430,000

947,500

765,000

675,000

475,000

Total Market Capitalization

$

1,123,596

$

960,494

$

701,510

$

1,532,439

$

1,329,896

$

1,165,136

$

1,093,791

Dividend Data:

Total dividends declared for the quarter

$

9,360

$

9,284

$

1,032

$

9,660

$

9,659

$

9,666

$

9,506

Common dividend declared per share

$

0.09

$

0.09

$

0.01

$

0.09

$

0.09

$

0.09

$

0.41

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

(224)%

(102)%

6%

(150)%

60%

216%

55%

Declared dividend as a % of AFFO* per share

1017%

(228)%

(11)%

220%

198%

211%

1330%

Liquidity:

Cash, cash equivalents and restricted cash

$

10,983

$

4,693

$

8,717

$

4,113

$

24,180

$

9,731

$

40,751

Revolver:

Gross potential available under the BofA Revolver

237,500

237,500

237,500

600,000

600,000

600,000

600,000

Less:

Outstanding balance

(40,000)

(55,000)

(65,000)

(27,500)

Total Liquidity

$

208,483

$

187,193

$

181,217

$

576,613

$

624,180

$

609,731

$

640,751


*

See page 9 for a reconciliation of Net Income (Loss) to AFFO and the Appendix for Non-GAAP Financial Measures Definitions beginning on page 28.

September 30, 2022| Page 13


Owned Portfolio Overview

As of the Quarter Ended

    

30-Sep-22

30-Jun-22

31-Mar-22

31-Dec-21

30-Sep-21

 

Operating Properties:

Number of properties

22

24

24

24

26

Square feet

6,433,954

6,915,715

6,915,609

6,911,225

7,671,275

Leased percentage

75.9%

76.3%

77.3%

78.4%

80.0%

Redevelopment Properties (a):

Number of properties

1

Square feet

111,469

Leased percentage

0.0%

0.0%

0.0%

0.0%

0.0%

Total Owned Properties:

Number of properties

22

24

24

24

27

Square feet

6,433,954

6,915,715

6,915,609

6,911,225

7,782,744

Leased percentage

75.9%

76.3%

77.3%

78.4%

78.8%

Managed Properties - Single Asset REITs (SARs):

Number of properties

1

1

2

2

2

Square feet

213,760

213,760

348,545

348,545

348,545

Total Operating, Redevelopment and Managed Properties:

Number of properties

23

25

26

26

29

Square feet

6,647,714

7,129,475

7,264,154

7,259,770

8,131,289

(a)We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

September 30, 2022| Page 14


Owned 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)

 

Owned Properties:

East Region

Midwest Region

Richmond, VA

Chicago

Innsbrook

Glen Allen

VA

298,183

47.8%

48.8%

$

18.94

Northwest Point

Elk Grove Village

IL

177,095

100.0%

100.0%

$

31.64

909 Davis Street

Evanston

IL

195,098

93.3%

92.2%

$

41.91

Charlotte, NC

Forest Park

Charlotte

NC

64,198

78.4%

78.4%

$

23.38

Minneapolis

121 South 8th Street

Minneapolis

MN

298,121

88.6%

89.6%

$

24.85

801 Marquette Ave

Minneapolis

MN

129,691

91.8%

89.2%

$

22.38

Plaza Seven

Minneapolis

MN

330,096

79.3%

81.8%

$

33.56

East Region Total

362,381

53.2%

54.1%

$

20.08

Midwest Region Total

1,130,101

88.9%

89.4%

$

31.13


(a)Weighted Occupied Percentage for the nine months ended September 30, 2022.
(b)Weighted Average GAAP Rent per Occupied Square Foot.

September 30, 2022| Page 15


Owned 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

208,966

40.7%

40.8%

$

30.81

1999 Broadway

Denver

CO

680,255

66.9%

66.5%

$

33.64

One Legacy Circle

Plano

TX

214,110

63.7%

58.6%

$

36.94

Greenwood Plaza

Englewood

CO

196,236

66.3%

81.3%

$

26.95

Addison Circle

Addison

TX

289,333

83.0%

70.1%

$

33.73

1001 17th Street

Denver

CO

657,816

70.1%

78.6%

$

34.62

Collins Crossing

Richardson

TX

300,887

96.1%

86.1%

$

26.58

600 17th Street

Denver

CO

611,163

77.8%

77.5%

$

34.01

Liberty Plaza

Addison

TX

217,600

75.5%

70.3%

$

23.79

West Region Total

2,145,470

70.9%

74.7%

$

33.40

Houston

Park Ten

Houston

TX

157,609

72.0%

72.0%

$

29.02

Total Owned Properties

6,433,954

75.9%

72.7%

$

30.45

Eldridge Green

Houston

TX

248,399

100.0%

100.0%

$

26.89

Park Ten Phase II

Houston

TX

156,746

95.0%

95.0%

$

28.61

Westchase I & II

Houston

TX

629,025

64.2%

55.3%

$

27.26

Miami-Ft. Lauderdale-West Palm Beach

Blue Lagoon Drive

Miami

FL

213,182

98.5%

73.6%

$

28.68

Atlanta

Pershing Plaza

Atlanta

GA

160,145

79.2%

19.4%

$

24.92

South Region Total

2,796,002

77.5%

66.9%

$

28.64


(a)Weighted Occupied Percentage for the nine months ended September 30, 2022.
(b)Weighted Average GAAP Rent per Occupied Square Foot.

September 30, 2022| Page 16


Managed Portfolio Overview

MSA / Property Name

    

City

    

State

    

Square Feet

 

Midwest Region

Indianapolis

Monument Circle

Indianapolis

IN

213,760

Total Managed

213,760

Total Owned & Managed

6,647,714

September 30, 2022| Page 17


Tenants by Industry

(By Square Feet)

September 30, 2022| Page 18


20 Largest Tenants with Annualized Rent and Remaining Term

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

126

248,399

3.9%

$

2,849,137

2.0%

2

EOG Resources, Inc.

1

51

169,167

2.6%

6,062,945

4.3%

3

US Government (b)

2

40, 100

168,573

2.6%

6,316,496

4.5%

4

Lennar Homes, LLC

1

174

155,808

2.4%

6,247,901

4.4%

5

Citicorp Credit Services, Inc

1

59

146,260

2.3%

4,947,976

3.5%

6

Kaiser Foundation Health Plan

1

20

120,979

1.9%

3,936,728

2.8%

7

Argo Data Resource Corporation (c)

1

11, 95

114,200

1.8%

3,358,622

2.4%

8

Swift, Currie, McGhee & Hiers, LLP (d)

1

132

101,296

1.6%

0.0%

9

Deluxe Corporation

1

178

98,922

1.5%

3,018,289

2.1%

10

Ping Identity Corp.

1

45

89,856

1.4%

3,543,022

2.5%

11

Permian Resources Operating, LLC (e)

1

109

67,856

1.1%

2,807,881

2.0%

12

Bread Financial Payments, Inc. (f)

1

45

67,274

1.0%

2,758,234

2.0%

13

PricewaterhouseCoopers LLP

1

76

66,304

1.0%

2,329,953

1.7%

14

Hall and Evans LLC

1

83

65,878

1.0%

2,455,474

1.7%

15

Cyxtera Management, Inc.

1

88

61,826

1.0%

2,191,403

1.5%

16

Precision Drilling (US) Corporation

1

68

59,569

0.9%

2,033,090

1.4%

17

Schwegman, Lundberg & Woessner, P.A. (g)

1

8, 64

58,263

0.9%

1,663,730

1.2%

18

EMC Corporation

1

24

57,100

0.9%

1,638,770

1.2%

19

ID Software, LLC

1

80

57,100

0.9%

1,609,649

1.1%

20

Houghton Mifflin Co.

1

54

55,643

0.9%

2,391,016

1.7%

Total

2,030,273

31.6%

$

62,160,316

44.0%


Footnotes on next page

September 30, 2022| Page 19


20 Largest Tenants with Annualized Rent and Remaining Term

Footnotes:

(a) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at September 30, 2022 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) Includes 28,550 square feet expiring in 2023. The remaining 85,650 square feet expire in 2030.

(d) Lease commenced on September 19, 2022 and rent commences on September 19, 2023.

(e) Formerly known as Centennial Resource Production, LLC.

(f) Formerly known as ADS Alliance Data Systems, Inc.

(g) Includes 11,994 square feet expiring in 2023. The remaining 46,269 square feet expire in 2028.

September 30, 2022| Page 20


Leasing Activity

(Owned Portfolio)

Year

Year

    

Nine Months Ended

Ended

    

Ended

 

Leasing Activity (a)

30-Sep-22

30-Sep-21

31-Dec-21

31-Dec-20

(in Square Feet - SF)

New leasing

217,000

270,000

370,000

368,000

Renewals and expansions

125,000

622,000

665,000

762,000

342,000

892,000

1,035,000

1,130,000

Other information per SF

(Activity on a year-to-date basis)

GAAP Rents on leasing

$

33.40

$

30.10

$

30.86

$

28.47

Weighted average lease term

7.0 Years

7.8 Years

7.7 Years

8.3 Years

Increase over average GAAP rents in prior year (b)

9.6%

2.0%

2.5%

7.7%

Average free rent

6 Months

8 Months

7 Months

5 Months

Tenant Improvements

$

35.60

$

25.08

$

25.89

$

34.07

Leasing Costs

$

12.83

$

11.61

$

11.45

$

11.36

(a)  Leasing activity includes leasing at redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

(b)  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, 2022| Page 21


Lease Expirations by Square Feet

(Owned Portfolio)

September 30, 2022| Page 22


Lease Expirations with Annualized Rent per Square Foot

(Owned Portfolio)

Rentable

Annualized

Percentage

Number of

Square

Rent

of Total

Year of

Leases

Footage

Annualized

Per Square

Annualized

Lease

Expiring

Subject to

Rent Under

Foot Under

Rent Under

Expiration

Within the

Expiring

Expiring

Expiring

Expiring

Cumulative

December 31,

    

Year (a)

    

Leases

    

Leases (b)

    

Leases

    

Leases

Total

 

2022

11

(c)

52,558

$

1,611,480

$

30.66

1.1%

1.1%

2023

49

443,407

14,686,847

33.12

10.4%

11.5%

2024

48

706,684

22,447,038

31.76

16.0%

27.5%

2025

53

440,323

14,285,944

32.44

10.1%

37.6%

2026

33

443,470

15,853,920

35.75

11.2%

48.8%

2027

23

678,759

21,067,763

31.04

14.9%

63.7%

2028

18

275,053

7,923,659

28.81

5.6%

69.3%

2029

15

371,962

10,248,365

27.55

7.3%

76.6%

2030

11

299,779

8,024,769

26.77

5.7%

82.3%

2031

8

271,904

9,949,942

36.59

7.0%

89.3%

2032 and thereafter

43

901,309

(d)

15,050,888

16.70

10.7%

100.0%

Leased total

312

4,885,208

$

141,150,615

$

28.89

100.0%

Vacancies as of 9/30/22

1,548,746

Total Portfolio Square Footage

6,433,954


(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. Includes annualized rent from redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.
(b)Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at September 30, 2022 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.
(c)Includes 4 leases that are month-to-month.
(d)Includes 89,401 square feet that are non-revenue producing building amenities.

September 30, 2022| Page 23


Capital Expenditures

(in thousands)

Nine Months

For the Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

30-Sep-22

Tenant improvements

$

1,877

$

5,453

$

6,813

$

14,143

Deferred leasing costs

3,032

1,327

2,053

6,412

Non-investment capex

5,065

6,736

9,289

21,090

Total Capital Expenditures

$

9,974

$

13,516

$

18,155

$

41,645

For the Three Months Ended

Year Ended

    

31-Mar-21

    

30-Jun-21

    

30-Sep-21

    

31-Dec-21

    

31-Dec-21

Tenant improvements

$

4,491

$

4,277

$

3,952

$

1,881

$

14,601

Deferred leasing costs

2,597

1,922

2,371

1,319

8,209

Non-investment capex

5,336

3,793

4,528

4,672

18,329

Total Capital Expenditures

$

12,424

$

9,992

$

10,851

$

7,872

$

41,139


First generation leasing and investment capital was $6.2 million for nine months ended September 30, 2022 and $32.0 million for the year ended December 31, 2021.

September 30, 2022| Page 24


Transaction Activity

(in thousands except for Square Feet)

Recent Acquisitions:

    

City

    

State

    

Square Feet

    

Date Acquired

    

Purchase Price

 

2016

Plaza Seven

Minneapolis

MN

325,796

6/6/16

$

82,000

Pershing Plaza

Atlanta

GA

160,145

8/10/16

45,450

600 17th Street

Denver

CO

613,527

12/1/16

154,260

Recent Dispositions:

Gross Sale

Gain (loss)

    

City

    

State

    

Square Feet

    

Date Sold

    

Proceeds

    

on Sale

 

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

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

(1,657)

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

September 30, 2022| Page 25


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-22

    

30-Sep-22

 

Mortgage loan secured by property

FSP Monument Circle LLC (1)

Indianapolis, IN

30-Jun-23

$

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.

September 30, 2022| Page 26


Net Asset Value Components

(in thousands except per share data)

As of

Assets:

Other information:

    

30-Sep-22

 

    

Loans outstanding on secured RE

    

$

22,143

 

    

Leased SF to be FFO producing

    

Total Market Capitalization Values

Investments in SARs (book basis)

during 2022 and 2023 (in 000's)

187

Shares outstanding

103,235.9

Straight-line rent receivable

50,885

Closing price

$

2.63

Asset held for sale

Straight-line rental revenue current quarter

$

1,160

Market capitalization

$

271,510

Cash, cash equivalents and restricted cash

8,717

Debt

430,000

Tenant rent receivables

1,309

Management fee income current quarter

$

5

Total Market Capitalization

$

701,510

Prepaid expenses

4,539

Interest income from secured loans

461

Office computers and furniture

170

Management fees and interest income from loans

$

466

Other assets:

3 Months

Deferred financing costs, net

2,463

Ended

Other assets: Derivative Market Value

4,266

NOI Components

30-Sep-22

Other assets - Right-to-Use Asset

802

$

95,294

Same Store NOI (1)

$

16,599

Acquisitions (1) (2)

Liabilities:

Footnotes to the components

Property NOI (1)

16,599

Debt (excluding contra for unamortized financing costs)

$

430,000

Full quarter adjustment (3)

Accounts payable & accrued expenses

53,530

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

Stabilized portfolio

$

16,599

Tenant security deposits

5,726

Other liabilities: lease liability

862

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

Other liabilities: derivative liability

Financial Statement Reconciliation:

$

490,118

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

Rental Revenue

$

40,366

Rental operating expenses

(13,369)

(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

(8,951)

NOI from dispositions & redevelopment properties

(1,068)

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

Taxes (4)

(62)

Management & other fees (5)

(317)

Property NOI (1)

$

16,599

September 30, 2022| Page 27


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.

September 30, 2022| Page 28


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 the periods presented and exclude properties that are redevelopment properties.  We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees.  We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.  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

[email protected]

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300 ~ www.fspreit.com

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