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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): February 14, 2023

Franklin Street Properties Corp.

(Exact name of registrant as specified in its charter)

Maryland

001-32470

04-3578653

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

401 Edgewater Place, Suite 200, Wakefield,
Massachusetts

01880

(Address of principal executive offices)

(Zip Code)

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

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol (s)

    

Name of each exchange on which registered

Common Stock, $.0001 par value per share

FSP

NYSE American

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

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

1

Item 2.02.  Results of Operations and Financial Condition.

On February 14, 2023, Franklin Street Properties Corp. (the “Registrant”) announced its financial results for the three and twelve months ended December 31, 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 February 14, 2023.

99.2

Supplemental Operating and Financial Data for the Fourth 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: February 14, 2023

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

Fourth Quarter and Full Year 2022 Results

Wakefield, MA—February 14, 2023—Franklin Street Properties Corp. (the “Company”, “FSP”, “we” or “our”) (NYSE American:  FSP), a real estate investment trust (REIT), announced its results for the fourth quarter and the year ended December 31, 2022.    

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

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

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

Financial Highlights

GAAP net loss was $2.9 million or $0.03 per basic and diluted share for the three months ended December 31, 2022 and GAAP net income was $1.1 million or $0.01 per basic and diluted share, for the year ended December 31, 2022.  
Funds From Operations (FFO) was $10.5 million and $41.3 million, or $0.10 and $0.40 per basic and diluted share, for the three and twelve months ended December 31, 2022, respectively.
Adjusted Funds From Operations (AFFO) was a loss of $0.08 and $0.21 per basic and diluted share for the three and twelve months ended December 31, 2022, respectively.  
During the three and twelve months ended December 31, 2022, we repaid approximately $27 million and $137 million of debt, respectively, including $110 million on September 6, 2022 as repayment in full of a former term loan.
Subsequent to quarter end, on February 10, 2023, we entered into an amendment to the credit agreement evidencing our $165 million term loan.  On February 10, 2023, as part of the amendment to credit agreement, we repaid a $40 million portion of this term loan, so that $125 million remains outstanding.  In addition, on or before April 1, 2024, we are required to repay an additional $25 million of the term loan.  The amendment, among other items, extended the maturity date from January 31, 2024 to October 1, 2024, changed the interest rate from a number of basis points over LIBOR depending on our credit rating to 300 basis points over SOFR, and made certain changes to conditions and covenants.    
Subsequent to quarter end, on February 10, 2023, we entered into an amendment to our revolving line of credit agreement.  The amendment, among other items, extended the maturity date from January 12, 2024 to October 1, 2024, reduced availability from $237.5 million to $150 million, with further reductions to $125 million effective October 1, 2023 and to $100 million effective April 1, 2024, changed the interest rate from a number of basis points over SOFR depending on our credit rating to 300 basis points over SOFR, and made certain changes to conditions and covenants.  

Leasing Highlights

During the year ended December 31, 2022, we leased approximately 435,000 square feet, including 275,000 square feet of new leases.  


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Our directly owned real estate portfolio of 21 owned properties, totaling approximately 6.2 million square feet, was approximately 75.6% leased as of December 31, 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 year ended December 31, 2022 and property dispositions.    
The weighted average GAAP base rent per square foot achieved on leasing activity during the year ended December 31, 2022 was $33.27, or 10.6% 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 during the year ended December 31, 2022 was 6.4 years compared to 7.7 years during the year ended December 31, 2021.  Overall the portfolio weighted average rent per occupied square foot was $30.48 as of December 31, 2022 compared to $30.60 as of December 31, 2021.  
Subsequent to quarter end, we are currently tracking approximately 500,000 square feet of new prospective tenants, including approximately 300,000 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 December 28, 2022, FSP completed the sale of 909 Davis in Evanston, Illinois for approximately $27.8 million in gross proceeds and recorded a gain of approximately $3.9 million.
During 2022, we closed on dispositions that resulted in approximately $130.3 million total aggregate gross proceeds and we repaid approximately $137 million in debt.      
We remain committed to selling select properties during 2023 and using proceeds primarily for debt reduction.  
At this time, due primarily to economic conditions and uncertainty surrounding the timing and amount of proceeds received from property dispositions, we are suspending property disposition guidance.
We will continue to provide quarterly updates on any disposition activity.            

Stock Repurchases

During the first quarter of 2022, we repurchased approximately 847,000 shares of our common stock for an aggregate purchase price of approximately $4.8 million.  We did not repurchase any shares of our common stock during the remainder of 2022.
Subsequent to quarter end, on February 10, 2023, we disclosed in a Current Report on Form 8-K that our Board of Directors discontinued its previous authorization to repurchase up to $50 million of our common stock from time to time in the open market, privately negotiated transactions or other manners as permitted by federal securities laws.  We intend to use proceeds from property dispositions primarily for debt reduction.

Dividends

On January 13, 2023, we announced that our Board of Directors declared a quarterly cash dividend for the three months ended December 31, 2022 of $0.01 per share of common stock that will be paid on February 16, 2023 to stockholders of record on January 27, 2023.  


-3-

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.    

2023 Net Income, FFO and Disposition Guidance

At this time, due primarily to economic conditions and uncertainty surrounding the timing and amount of proceeds received from property dispositions, we are continuing suspension of Net Income and FFO guidance, and we are also suspending property disposition guidance.  

Real Estate Update

Supplementary schedules provide property information for the Company’s owned and managed real estate portfolio as of December 31, 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 February 15, 2023 at 11:00 a.m. (ET) to discuss the fourth quarter 2022 results. To access the call, please dial 1-844-200-6205 and use access code 758069. Internationally, the call may be accessed by dialing 1-929-526-1599 and using access code 758069. 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.


-4-

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, 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, inflation rates, increasing interest rates, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston,  and any delays in the timing of 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, 2022, which may be updated from time to time in subsequent filings with the United States Securities and Exchange Commission.  Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, acquisitions, dispositions, performance or achievements.  We will not update any of the forward-looking statements after the date of this press release to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.    

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

Year Ended

December 31,

December 31,

(in thousands, except per share amounts)

  

2022

  

2021

  

2022

  

2021

 

Revenue:

Rental

$

40,745

$

42,910

$

163,739

$

207,581

Related party revenue:

Management fees and interest income from loans

462

454

1,855

1,700

Other

4

8

21

77

Total revenue

41,211

43,372

165,615

209,358

Expenses:

Real estate operating expenses

14,273

15,217

52,820

60,881

Real estate taxes and insurance

7,907

6,600

34,620

41,061

Depreciation and amortization

14,804

16,165

63,808

78,544

General and administrative

2,888

4,041

13,885

15,898

Interest

5,668

5,691

22,808

32,273

Total expenses

45,540

47,714

187,941

228,657

Loss on extinguishment of debt

(498)

(78)

(901)

Impairment and loan loss reserve

(2,380)

(4,237)

Gain on sale of properties, net

3,862

83,876

27,939

113,134

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

(2,847)

79,036

1,298

92,934

Tax expense

37

464

204

638

Equity in income of non-consolidated REITs

421

Net income (loss)

$

(2,884)

$

78,572

$

1,094

$

92,717

Weighted average number of shares outstanding, basic and diluted

103,236

105,098

103,338

106,667

Net income (loss) per share, basic and diluted

$

(0.03)

$

0.75

$

0.01

$

0.87


-6-

Franklin Street Properties Corp. Financial Results

Supplementary Schedule B

Condensed Consolidated Balance Sheets

(Unaudited)

December 31,

December 31,

(in thousands, except share and par value amounts)

    

2022

    

2021

 

Assets:

Real estate assets:

Land

$

126,645

$

146,844

Buildings and improvements

1,388,869

1,457,209

Fixtures and equipment

11,151

11,404

1,526,665

1,615,457

Less accumulated depreciation

423,417

424,487

Real estate assets, net

1,103,248

1,190,970

Acquired real estate leases, less accumulated amortization of $20,243 and $40,423, respectively

10,186

14,934

Cash, cash equivalents and restricted cash

6,632

40,751

Tenant rent receivables

2,201

1,954

Straight-line rent receivable

52,739

49,024

Prepaid expenses and other assets

6,676

4,031

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

19,763

24,000

Other assets: derivative asset

4,358

Office computers and furniture, net of accumulated depreciation of $1,115 and $1,198, respectively

154

198

Deferred leasing commissions, net of accumulated amortization of $19,043 and $21,099, respectively

35,709

38,311

Total assets

$

1,241,666

$

1,364,173

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

48,000

$

Term loans payable, less unamortized financing costs of $250 and $714, respectively

164,750

274,286

Series A & Series B Senior Notes, less unamortized financing costs of $494 and $658, respectively

199,506

199,342

Accounts payable and accrued expenses

50,366

89,493

Accrued compensation

3,644

4,704

Tenant security deposits

5,710

6,219

Lease liability

759

1,159

Other liabilities: derivative liabilities

5,239

Acquired unfavorable real estate leases, less accumulated amortization of $574 and $2,285, respectively

195

528

Total liabilities

472,930

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 income (loss)

4,358

(5,239)

Accumulated distributions in excess of accumulated earnings

(570,408)

(550,794)

Total stockholders’ equity

768,736

783,203

Total liabilities and stockholders’ equity

$

1,241,666

$

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

Year Ended

December 31,

(in thousands)

    

2022

    

2021

 

Cash flows from operating activities:

Net income

$

1,094

$

92,717

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

Depreciation and amortization expense

65,697

81,041

Amortization of above and below market leases

(118)

(34)

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

901

Impairment and loan loss reserve

4,237

Gain on sale of properties, net

(27,939)

(113,134)

Changes in operating assets and liabilities:

Tenant rent receivables

(247)

5,702

Straight-line rents

(5,895)

(3,930)

Lease acquisition costs

(4,494)

(2,353)

Prepaid expenses and other assets

(1,805)

82

Accounts payable and accrued expenses

(5,983)

(11,096)

Accrued compensation

(1,060)

786

Tenant security deposits

(509)

(2,458)

Payment of deferred leasing commissions

(8,216)

(12,200)

Net cash provided by operating activities

15,234

36,362

Cash flows from investing activities:

Property improvements, fixtures and equipment

(54,910)

(64,833)

Investment in related party mortgage loan receivable

(3,000)

Proceeds received from sales of properties

128,949

573,307

Net cash provided by investing activities

74,039

505,474

Cash flows from financing activities:

Distributions to stockholders

(53,988)

(38,491)

Stock repurchases

(4,843)

(18,244)

Borrowings under bank note payable

90,000

91,500

Repayments of bank note payable

(42,000)

(95,000)

Repayments of Term Loans

(110,000)

(445,000)

Deferred financing costs

(2,561)

Net cash used in financing activities

(123,392)

(505,235)

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

(34,119)

36,601

Cash, cash equivalents and restricted cash, beginning of year

40,751

4,150

Cash, cash equivalents and restricted cash, end of period

$

6,632

$

40,751


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule D

Real Estate Portfolio Summary Information

(Unaudited & Approximated)

Commercial portfolio lease expirations (1)

Total

% of

Year

    

Square Feet

    

Portfolio

 

2023

398,204

6.4%

2024

862,393

13.8%

2025

429,146

6.9%

2026

612,913

9.8%

2027

307,689

4.9%

Thereafter (2)

3,629,185

58.2%

6,239,530

100.0%


(1)Percentages are determined based upon total square footage.
(2)Includes 1,523,988 square feet of vacancies at our operating properties as of December 31, 2022.

(dollars & square feet in 000's)

As of December 31, 2022

% of

Square

% of

State

    

Properties

    

Investment

    

Portfolio

    

Feet

    

Portfolio

 

Colorado

4

$

461,804

41.9%

2,146

34.4%

Texas

9

332,441

30.1%

2,423

38.8%

Georgia

1

53,370

4.8%

160

2.6%

Minnesota

3

122,016

11.1%

758

12.2%

Virginia

1

32,318

2.9%

298

4.8%

Florida

1

70,933

6.4%

213

3.4%

Illinois

1

21,707

2.0%

177

2.8%

North Carolina

1

8,659

0.8%

65

1.0%

Total

21

$

1,103,248

100.0%

6,240

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

Year

(in thousands)

For the Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-22

Tenant improvements

$

1,877

$

5,453

$

6,813

$

7,508

$

21,651

Deferred leasing costs

3,032

1,327

2,053

1,152

7,564

Non-investment capex

5,065

6,736

9,289

9,074

30,164

$

9,974

$

13,516

$

18,155

$

17,734

$

59,379

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

December 31,

December 31,

    

2022

    

2021

 

Owned or Operating Properties:

Number of properties

21

24

Square feet

6,239,530

6,911,225

Leased percentage

75.6%

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

22

26

Square feet

6,453,290

7,259,770


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule F

Percentage of Leased Space

(Unaudited & Estimated)

Third

Fourth

% Leased (1)

Quarter

% Leased (1)

Quarter

as of

Average %

as of

Average %

    

Property Name

    

Location

    

Square Feet

    

30-Sep-22

    

Leased (2)

    

31-Dec-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%

78.1%

76.1%

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%

66.3%

66.3%

66.3%

6

ADDISON

Addison, TX

289,333

83.0%

83.0%

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

217,779

75.5%

75.9%

72.9%

74.7%

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

88.6%

88.6%

85.2%

86.3%

13

801 MARQUETTE AVE

Minneapolis, MN

129,691

91.8%

77.7%

91.8%

91.8%

14

LEGACY TENNYSON CTR

Plano, TX

209,461

40.7%

40.7%

49.0%

46.2%

15

ONE LEGACY

Plano, TX

214,110

63.7%

63.7%

64.7%

64.7%

909 DAVIS

Evanston, IL

93.3%

93.3%

(3)

(3)

16

WESTCHASE I & II

Houston, TX

629,025

64.2%

63.7%

63.5%

63.7%

17

1999 BROADWAY

Denver, CO

680,255

66.9%

66.9%

66.9%

66.9%

18

1001 17TH STREET

Denver, CO

657,816

70.1%

70.7%

70.2%

70.1%

19

PLAZA SEVEN

Minneapolis, MN

330,096

79.3%

79.7%

79.3%

79.3%

20

PERSHING PLAZA

Atlanta, GA

160,145

79.2%

78.5%

79.2%

79.2%

21

600 17TH STREET

Denver, CO

611,163

77.8%

77.8%

78.3%

78.0%

OWNED PORTFOLIO

6,239,530

75.9%

75.8%

75.6%

75.9%


(1)% Leased as of month's end includes all leases that expire on the last day of the quarter.
(2)Average quarterly percentage is the average of the end of the month leased percentage for each of the three months during the quarter.
(3)Property was sold on December 28, 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 December 31, 2022

% of

    

Tenant

    

Sq Ft

    

Portfolio

 

1

CITGO Petroleum Corporation

248,399

4.0%

2

EOG Resources, Inc.

169,167

2.7%

3

US Government

168,573

2.7%

4

Lennar Homes, LLC

155,808

2.5%

5

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

1.6%

10

Ping Identity Corp.

89,856

1.4%

11

Permian Resources Operating, LLC

67,856

1.1%

12

Bread Financial Payments, Inc.

67,274

1.1%

13

PricewaterhouseCoopers LLP

66,304

1.1%

14

Hall and Evans LLC

65,878

1.1%

15

Cyxtera Management, Inc.

61,826

1.0%

16

Precision Drilling (US) Corporation

59,569

1.0%

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

Olin Corporation

54,080

0.9%

Total

2,028,710

32.5%


-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

Year Ended

December 31,

December 31,

(In thousands, except per share amounts)

   

2022

   

2021

2022

   

2021

Net income (loss)

$

(2,884)

$

78,572

$

1,094

$

92,717

Impairment and loan loss reserve

2,380

4,237

Gain on sale of properties, net

(3,862)

(83,876)

(27,939)

(113,134)

Equity in income from non-consolidated REITs

(421)

FFO from non-consolidated REITs

421

Depreciation & amortization

14,773

16,169

63,689

78,509

NAREIT FFO

10,407

10,865

41,081

58,092

Lease Acquisition costs

56

90

262

387

Funds From Operations (FFO)

$

10,463

$

10,955

$

41,343

$

58,479

Funds From Operations (FFO)

$

10,463

$

10,955

$

41,343

$

58,479

Loss on extinguishment of debt

498

78

901

Reverse FFO from non-consolidated REITs

(421)

Distributions from non-consolidated REITs

421

Amortization of deferred financing costs

421

487

1,889

2,498

Shares issued as compensation

394

338

Straight-line rent

(1,831)

(827)

(5,895)

(4,017)

Tenant improvements

(7,508)

(1,881)

(21,651)

(14,601)

Leasing commissions

(1,152)

(1,319)

(7,564)

(8,209)

Non-investment capex

(9,074)

(4,672)

(30,164)

(18,329)

Adjusted Funds From Operations (AFFO)

$

(8,681)

$

3,241

$

(21,570)

$

17,060

Per Share Data

EPS

$

(0.03)

$

0.75

$

0.01

$

0.87

FFO

$

0.10

$

0.10

$

0.40

$

0.55

AFFO

$

(0.08)

$

0.03

$

(0.21)

$

0.16

Weighted average shares (basic and diluted)

103,236

105,098

103,338

106,667


-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.  We exclude the FFO from any Sponsored REIT that is consolidated from the calculation of FFO.  

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. We exclude the NOI from any Sponsored REIT that is consolidated from the calculation of NOI.  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

    

31-Dec-22

    

30-Sep-22

    

(Dec)

    

Change

 

Region

East

 

362

 

$

526

 

$

391

$

135

 

34.5

%

MidWest

 

935

 

3,099

 

3,131

 

(32)

 

(1.0)

%

South

 

2,797

 

7,896

 

5,902

 

1,994

 

33.8

%

West

 

2,146

 

6,028

 

6,401

 

(373)

 

(5.8)

%

Property NOI* from Operating Properties

 

6,240

 

17,549

 

15,825

 

1,724

 

10.9

%

Dispositions and Redevelopment Properties (a)

-

 

666

 

1,842

 

(1,176)

 

(7.8)

%

NOI*

6,240

 

$

18,215

 

$

17,667

$

548

 

3.1

%

Sequential Same Store

 

$

17,549

 

$

15,825

$

1,724

 

10.9

%

Less Nonrecurring

Items in NOI* (b)

 

818

 

494

 

324

 

(1.8)

%

Comparative

Sequential Same Store

 

$

16,731

 

$

15,331

$

1,400

 

9.1

%


-15-

Three Months Ended

Three Months Ended

Reconciliation to Net income (loss)

31-Dec-22

30-Sep-22

Net income (loss)

 

$

(2,884)

 

$

17,246

Add (deduct):

Loss on extinguishment of debt

 

 

78

Impairment and loan loss reserve

2,380

717

Gain on sale of properties, net

 

(3,862)

 

(24,077)

Management fee income

 

(295)

 

(274)

Depreciation and amortization

 

14,805

 

15,148

Amortization of above/below market leases

 

(30)

 

(34)

General and administrative

 

2,888

 

3,233

Interest expense

 

5,668

 

6,110

Interest income

 

(460)

 

(461)

Equity in (income) loss of non-consolidated REITs

 

 

Non-property specific items, net

 

5

 

(19)

NOI*

 

$

18,215

 

$

17,667

(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


Fourth 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

December 31, 2022| Page 2


Company Information

Overview

Snapshot (as of December 31, 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

21

Total Square Feet

6.2 Million

Trading Symbol

FSP

Exchange

NYSE American

Common Shares Outstanding

103,235,914

Our Business

Total Market Capitalization

$0.7 Billion (1)

As of December 31, 2022, the Company owned and operated a portfolio of real estate consisting of 21 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

5.57%

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 InvestorRelations@fspreit.com

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

outstanding.

December 31, 2022| Page 3


Summary of Financial Highlights

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

    

31-Dec-22

    

30-Sep-22

    

30-Jun-22

    

31-Mar-22

    

31-Dec-21

Income Items:

Rental revenue

$

40,745

$

40,366

$

40,831

$

41,797

$

42,910

Total revenue

41,211

40,836

41,304

42,264

43,372

Net income (loss)

(2,884)

17,246

(9,110)

(4,158)

78,572

Adjusted EBITDA*

16,112

15,250

15,891

16,918

17,518

FFO*

10,463

9,041

10,257

11,582

10,955

AFFO*

(8,681)

(9,735)

(4,072)

918

3,241

Per Share Data:

EPS

$

(0.03)

$

0.17

$

(0.09)

$

(0.04)

$

0.75

FFO*

$

0.10

$

0.09

$

0.10

$

0.11

$

0.10

AFFO*

$

(0.08)

$

(0.09)

$

(0.04)

$

0.01

$

0.03

Weighted Average Shares (diluted)

103,236

103,236

103,193

103,691

105,098

Closing share price

$

2.73

$

2.63

$

4.17

$

5.90

$

5.95

Dividend declared

$

0.01

$

0.01

$

0.09

$

0.09

$

0.41

Balance Sheet Items:

Real estate, net

$

1,103,248

$

1,118,983

$

1,186,157

$

1,187,348

$

1,190,970

Other assets, net

138,418

143,087

145,562

149,772

173,203

Total assets, net

1,241,666

1,262,070

1,331,719

1,337,120

1,364,173

Total liabilities, net

472,930

489,509

577,687

567,234

580,970

Shareholders' equity

768,736

772,561

754,032

769,886

783,203

Market Capitalization and Debt:

Total Market Capitalization (a)

$

694,834

$

701,510

$

960,494

$

1,123,596

$

1,093,791

Total debt outstanding (excluding unamortized financing costs)

$

413,000

$

430,000

$

530,000

$

515,000

$

475,000

Debt to Total Market Capitalization

59.4%

61.3%

55.2%

45.8%

43.4%

Net Debt to Adjusted EBITDA ratio*

6.3

6.9

8.3

7.4

6.2

Operating Properties Leasing Statistics (b):

Operating properties assets

21

22

24

24

24

Operating properties total SF

6,239,530

6,433,954

6,915,715

6,915,609

6,911,225

Operating properties % leased

75.6%

75.9%

76.3%

77.3%

78.4%


(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.

December 31, 2022| Page 4


Condensed Consolidated Income Statements

($ in thousands, except per share amounts)

For the

For the

For the Three Months Ended

Year Ended

For the Three Months Ended

Year Ended

31-Mar-22

30-Jun-22

30-Sep-22

31-Dec-22

31-Dec-22

31-Mar-21

30-Jun-21

30-Sep-21

31-Dec-21

31-Dec-21

Revenue:

Rental

  

$

41,797

  

$

40,831

  

$

40,366

$

40,745

    

$

163,739

  

  

$

58,623

  

$

55,722

  

$

50,326

  

$

42,910

  

$

207,581

Related party revenue:

Management fees and interest income from loans

460

467

466

462

1,855

410

417

419

454

1,700

Other

7

6

4

4

21

6

6

57

8

77

Total revenue

42,264

41,304

40,836

41,211

165,615

59,039

56,145

50,802

43,372

209,358

Expenses:

Real estate operating expenses

12,834

12,344

13,369

14,273

52,820

15,939

15,352

14,373

15,217

60,881

Real estate taxes and insurance

8,719

9,043

8,951

7,907

34,620

12,366

11,895

10,200

6,600

41,061

Depreciation and amortization

15,670

18,186

15,148

14,804

63,808

24,381

19,136

18,862

16,165

78,544

General and administrative

3,784

3,981

3,232

2,888

13,885

4,146

3,962

3,749

4,041

15,898

Interest

5,366

5,664

6,110

5,668

22,808

8,600

10,054

7,928

5,691

32,273

Total expenses

46,373

49,218

46,810

45,540

187,941

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)

(2,380)

(4,237)

Gain on sale of properties, net

24,077

3,862

27,939

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

(2,847)

1,298

(6,393)

16,205

4,086

79,036

92,934

Tax expense on income

49

56

62

37

204

67

56

51

464

638

Equity in income of non-consolidated REITs

421

421

Net income (loss)

$

(4,158)

$

(9,110)

$

17,246

$

(2,884)

$

1,094

$

(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

103,236

103,338

107,328

107,359

106,905

105,098

106,667

Net income (loss) per share, basic and diluted

$

(0.04)

$

(0.09)

$

0.17

$

(0.03)

$

0.01

$

(0.06)

$

0.15

$

0.04

$

0.75

$

0.87

December 31, 2022| Page 5


$ in thousands, except per share amounts)

Condensed Consolidated Balance Sheets

(in thousands)

March 31,

June 30,

September 30,

December 31,

March 31,

June 30,

September 30,

December 31,

    

2022

2022

    

2022

    

2022

  

  

2021

2021

    

2021

    

2021

 

Assets:

Real estate assets:

Land

$

146,844

$

146,844

$

131,556

$

126,645

$

189,155

$

170,377

$

161,767

$

146,844

Buildings and improvements

1,465,312

1,477,913

1,397,303

1,388,869

1,954,838

1,731,690

1,630,729

1,457,209

Fixtures and equipment

11,819

12,192

10,656

11,151

13,308

11,643

11,727

11,404

1,623,975

1,636,949

1,539,515

1,526,665

2,157,301

1,913,710

1,804,223

1,615,457

Less accumulated depreciation

436,627

450,792

420,532

423,417

555,688

500,163

459,531

424,487

Real estate assets, net

1,187,348

1,186,157

1,118,983

1,103,248

1,601,613

1,413,547

1,344,692

1,190,970

Acquired real estate leases, net

13,453

12,373

11,177

10,186

25,836

21,932

19,864

14,934

Cash, cash equivalents and restricted cash

10,983

4,693

8,717

6,632

4,113

24,180

9,731

40,751

Tenant rent receivables, net

2,041

2,627

1,309

2,201

4,337

3,116

2,681

1,954

Straight-line rent receivable, net

51,309

54,354

50,885

52,739

69,743

61,475

58,132

49,024

Prepaid expenses and other assets

7,403

6,863

6,961

6,676

5,873

5,405

5,547

4,031

Related party mortgage loan receivable, less allowance for credit loss

24,000

22,860

22,143

19,763

21,000

21,000

21,000

24,000

Other assets: derivative asset

1,951

4,266

4,358

Office computers and furniture, net of accumulated depreciation

204

187

170

154

147

167

153

198

Deferred leasing commissions, net

40,379

39,654

37,459

35,709

56,771

49,793

44,729

38,311

Total assets

$

1,337,120

$

1,331,719

$

1,262,070

$

1,241,666

$

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

$

48,000

$

27,500

$

$

$

Term loan payable, net of unamortized financing costs

274,402

274,518

164,692

164,750

717,668

563,151

473,648

274,286

Series A & Series B Senior Notes

199,383

199,424

199,465

199,506

199,219

199,260

199,301

199,342

Accounts payable and accrued expenses

44,700

39,315

50,371

50,366

63,456

50,799

59,309

89,493

Accrued compensation

1,206

2,252

3,159

3,644

1,390

2,309

3,482

4,704

Tenant security deposits

5,837

5,819

5,726

5,710

8,041

6,807

6,169

6,219

Lease liability

1,061

962

862

759

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

195

1,433

829

708

528

Total liabilities

567,234

577,687

489,509

472,930

1,033,849

833,930

751,456

580,970

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

Common stock

10

10

10

10

11

11

11

10

Additional paid-in capital

1,334,383

1,334,776

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

4,358

(13,698)

(9,425)

(7,583)

(5,239)

Accumulated distributions in excess of accumulated earnings

(564,312)

(582,705)

(566,491)

(570,408)

(587,860)

(581,370)

(586,580)

(550,794)

Total stockholders’ equity

769,886

754,032

772,561

768,736

755,584

766,685

755,073

783,203

Total liabilities and stockholders’ equity

$

1,337,120

$

1,331,719

$

1,262,070

$

1,241,666

$

1,789,433

$

1,600,615

$

1,506,529

$

1,364,173

December 31, 2022| Page 6


Condensed Consolidated Statements of Cash Flows

(in thousands)

Year Ended December 31,

2022

2021

Cash flows from operating activities:

Net income

$

1,094

$

92,717

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

Depreciation and amortization expense

65,697

81,041

Amortization of above and below market leases

(118)

(34)

Shares issued as compensation

394

338

Loss on extinguishment of debt

78

901

Impairment and loan loss reserve

4,237

Gain on sale of properties, net

(27,939)

(113,134)

Equity in income from non-consolidated REITs

(421)

Distributions from non-consolidated REITs

421

Changes in operating assets and liabilities:

Tenant rent receivables

(247)

5,702

Straight-line rents

(5,895)

(3,930)

Lease acquisition costs

(4,494)

(2,353)

Prepaid expenses and other assets

(1,805)

82

Accounts payable and accrued expenses

(5,983)

(11,096)

Accrued compensation

(1,060)

786

Tenant security deposits

(509)

(2,458)

Payment of deferred leasing commissions

(8,216)

(12,200)

Net cash provided by operating activities

15,234

36,362

Cash flows from investing activities:

Property improvements, fixtures and equipment

(54,910)

(64,833)

Investment in related party mortgage loan receivable

(3,000)

Proceeds received from sales of properties

128,949

573,307

Net cash provided by investing activities

74,039

505,474

Cash flows from financing activities:

Distributions to stockholders

(53,988)

(38,491)

Stock repurchases

(4,843)

(18,244)

Borrowings under bank note payable

90,000

91,500

Repayments of bank note payable

(42,000)

(95,000)

Repayment of term loan payable

(110,000)

(445,000)

Deferred Financing Costs

(2,561)

Net cash used in financing activities

(123,392)

(505,235)

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

(34,119)

36,601

Cash, cash equivalents and restricted cash, beginning of period

40,751

4,150

Cash, cash equivalents and restricted cash, end of period

$

6,632

$

40,751

December 31, 2022| Page 7


Property Net Operating Income (NOI)* with

Same Store Comparison (in thousands)

Rentable

 

Square Feet

Three Months Ended

Year Ended

Three Months Ended

Year Ended

Inc

%

 

(in thousands)

    

or RSF

   

31-Mar-22

   

30-Jun-22

   

30-Sep-22

31-Dec-22

   

31-Dec-22

   

31-Mar-21

   

30-Jun-21

   

30-Sep-21

31-Dec-21

   

31-Dec-21

   

(Dec)

   

Change

 

Region

East

 

362

 

$

497

 

$

475

 

$

391

$

526

 

$

1,889

 

$

504

 

$

522

 

$

612

$

584

 

$

2,222

 

$

(333)

 

(15.0)

%

MidWest

 

935

 

3,106

 

3,679

 

3,131

 

3,099

 

13,015

 

2,433

 

2,447

 

2,428

 

2,960

 

10,268

 

2,747

 

26.8

%

South

 

2,797

 

5,817

 

5,611

 

5,902

 

7,896

 

25,226

 

7,095

 

7,070

 

6,162

 

5,900

 

26,227

 

(1,001)

 

(3.8)

%

West

 

2,146

 

8,070

 

6,609

 

6,401

 

6,028

 

27,108

 

8,721

 

8,392

 

8,643

 

8,585

 

34,341

 

(7,233)

 

(21.1)

%

Property NOI* from Operating Properties

 

6,240

 

17,490

 

16,374

 

15,825

 

17,549

 

67,238

 

18,753

 

18,431

 

17,845

 

18,029

 

73,058

 

(5,820)

 

(8.0)

%

Dispositions and Redevelopment Properties (a)

-

 

2,091

 

2,745

1,842

666

 

7,344

 

11,008

 

9,569

7,518

2,928

 

31,023

 

(23,679)

 

(20.3)

%

Property NOI*

6,240

 

$

19,581

 

$

19,119

 

$

17,667

$

18,215

 

$

74,582

 

$

29,761

 

$

28,000

 

$

25,363

$

20,957

 

$

104,081

 

$

(29,499)

 

(28.3)

%

 

Same Store

 

$

17,490

 

$

16,374

 

$

15,825

$

17,549

 

$

67,238

 

$

18,753

 

$

18,431

 

$

17,845

$

18,029

 

$

73,058

 

$

(5,820)

 

(8.0)

%

Less Nonrecurring

Items in NOI* (b)

 

273

 

1,258

494

818

 

2,843

 

32

 

34

281

163

 

510

 

2,333

 

(3.2)

%

Comparative

Same Store

 

$

17,217

 

$

15,116

 

$

15,331

$

16,731

 

$

64,395

 

$

18,721

 

$

18,397

 

$

17,564

$

17,866

 

$

72,548

 

$

(8,153)

 

(11.2)

%


(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.

December 31, 2022| Page 8


FFO* & AFFO* Reconciliation

(in thousands, except per share amounts)

Year

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-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

$

(2,884)

$

1,094

$

(6,460)

$

16,149

$

4,456

$

78,572

$

92,717

Impairment and loan loss reserve

1,140

717

2,380

4,237

Gain on sale of properties, net

(24,077)

(3,862)

(27,939)

(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

14,773

63,689

24,349

19,130

18,861

16,169

78,509

NAREIT FFO*

11,503

10,171

9,000

10,407

41,081

17,889

14,653

14,685

10,865

58,092

Lease Acquisition costs

79

86

41

56

262

116

69

112

90

387

Funds From Operations (FFO)*

$

11,582

$

10,257

$

9,041

$

10,463

$

41,343

$

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

$

10,463

$

41,343

$

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

421

1,889

707

686

618

487

2,498

Shares issued as compensation

394

394

338

338

Straight-line rent

(1,216)

(1,688)

(1,160)

(1,831)

(5,895)

(1,904)

(1,041)

(245)

(827)

(4,017)

Tenant improvements

(1,877)

(5,453)

(6,813)

(7,508)

(21,651)

(4,491)

(4,277)

(3,952)

(1,881)

(14,601)

Leasing commissions

(3,032)

(1,327)

(2,053)

(1,152)

(7,564)

(2,597)

(1,922)

(2,371)

(1,319)

(8,209)

Non-investment capex

(5,065)

(6,736)

(9,289)

(9,074)

(30,164)

(5,336)

(3,793)

(4,528)

(4,672)

(18,329)

Adjusted Funds From Operations (AFFO)*

$

918

$

(4,072)

$

(9,735)

$

(8,681)

$

(21,570)

$

4,384

$

4,880

$

4,555

$

3,241

$

17,060

Per Share Data:

EPS

$

(0.04)

$

(0.09)

$

0.17

$

(0.03)

$

0.01

$

(0.06)

$

0.15

$

0.04

$

0.75

$

0.87

FFO*

0.11

0.10

0.09

0.10

0.40

0.17

0.14

0.14

0.10

0.55

AFFO*

0.01

(0.04)

(0.09)

(0.08)

(0.21)

0.04

0.05

0.04

0.03

0.16

Weighted Average Shares (basic and diluted)

103,691

103,193

103,236

103,236

103,338

107,328

107,359

106,905

105,098

106,667


*

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

December 31, 2022| Page 9


EBITDA* & Adjusted EBITDA* Reconciliation

(in thousands, except ratio amounts)

Year

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-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

$

(2,884)

$

1,094

$

(6,460)

$

16,149

$

4,456

$

78,572

$

92,717

Interest expense

5,366

5,664

6,110

5,668

22,808

8,600

10,054

7,928

5,691

32,273

Depreciation and amortization

15,661

18,141

15,114

14,773

63,689

24,349

19,130

18,861

16,169

78,509

Income taxes

49

56

62

37

204

67

56

51

464

638

EBITDA*

$

16,918

$

14,751

38,532

17,594

$

87,795

$

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

2,380

4,237

Gain on sale of properties, net

(24,077)

(3,862)

(27,939)

(20,626)

(8,632)

(83,876)

(113,134)

Adjusted EBITDA*

$

16,918

$

15,891

$

15,250

$

16,112

$

64,171

$

26,556

$

24,930

$

22,900

$

17,518

$

91,904

Interest expense

$

5,366

$

5,664

$

6,110

$

5,668

$

22,808

$

8,600

$

10,054

$

7,928

$

5,691

$

32,273

Scheduled principal payments

Interest and scheduled principal payments

$

5,366

$

5,664

$

6,110

$

5,668

$

22,808

$

8,600

$

10,054

$

7,928

$

5,691

$

32,273

Interest coverage ratio

3.15

2.81

2.50

2.84

2.81

3.09

2.48

2.89

3.08

2.85

Debt service coverage ratio

3.15

2.81

2.50

2.84

2.81

3.09

2.48

2.89

3.08

2.85

Debt excluding unamortized financing costs

$

515,000

$

530,000

$

430,000

$

413,000

$

947,500

$

765,000

$

675,000

$

475,000

Cash, cash equivalents and restricted cash

10,983

4,693

8,717

6,632

4,113

24,180

9,731

40,751

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

$

504,017

$

525,307

$

421,283

$

406,368

$

943,387

$

740,820

$

665,269

$

434,249

Adjusted EBITDA*

$

16,918

$

15,891

$

15,250

$

16,112

$

26,556

$

24,930

$

22,900

$

17,518

Annualized

$

67,672

$

63,564

$

61,000

$

64,448

$

106,224

$

99,720

$

91,600

$

70,072

Net Debt-to-Adjusted EBITDA ratio*

7.4

8.3

6.9

6.3

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.

December 31, 2022| Page 10


Reconciliation of Net Income (Loss) to Property NOI*

(in thousands)

Year

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-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

$

(2,884)

$

1,094

$

(6,460)

$

16,149

$

4,456

$

78,572

$

92,717

Add (deduct):

Loss on extinguishment of debt

78

78

167

236

498

901

Impairment and loan loss reserve

1,140

717

2,380

4,237

Gain on sale of properties, net

(24,077)

(3,862)

(27,939)

(20,626)

(8,632)

(83,876)

(113,134)

Management fee income

(291)

(267)

(274)

(295)

(1,127)

(465)

(403)

(380)

(311)

(1,559)

Depreciation and amortization

15,670

18,185

15,148

14,805

63,808

24,381

19,136

18,862

16,165

78,544

Amortization of above/below market leases

(9)

(45)

(34)

(30)

(118)

(32)

(6)

4

(34)

General and administrative

3,784

3,981

3,233

2,888

13,886

4,146

3,962

3,749

4,041

15,898

Interest expense

5,366

5,664

6,110

5,668

22,808

8,600

10,054

7,928

5,691

32,273

Interest income

(451)

(455)

(461)

(461)

(1,828)

(394)

(399)

(404)

(442)

(1,639)

Equity in income of non-consolidated REITs

(421)

(421)

Non-property specific items, net

(330)

26

(19)

6

(317)

(15)

(34)

(31)

615

535

Property NOI*

$

19,581

$

19,119

$

17,667

$

18,215

$

74,582

$

29,761

$

28,000

$

25,363

$

20,957

$

104,081


*

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

December 31, 2022| Page 11


Debt Summary

(in thousands)

Maximum

Amount

Interest

Interest

Maturity

Amount

Drawn at

Rate (a)

Rate at

Facility

    

Date

    

of Loan

    

31-Dec-22

    

Components

    

31-Dec-22

    

Fee

 

BofA Revolver

12-Jan-24

$

237,500

$

48,000

SOFR

 + 

1.75%

6.19%

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

$

413,000

4.56%

The table above is a summary of our debt as of December 31, 2022.  Additional information on our debt can be found in our Annual Report on Form 10-K for the year ended December 31, 2022, or as updated in our Quarterly Reports on Form 10-Q, on file with the U.S. Securities and Exchange Commission.  
On February 8, 2023, we terminated all remaining interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we received an aggregate of approximately $4.3 million as a result of such terminations.  
On February 10, 2023, we entered into an amendment to the credit agreement evidencing our $165 million BMO Term Loan.   On February 10, 2023, as part of the amendment to the BMO Term Loan, we repaid a $40 million portion of the BMO Term Loan, so that $125 million remains outstanding under the BMO Term Loan.  On or before April 1, 2024, we are required to repay an additional $25 million of the BMO Term Loan.  The amendment, among other items, extended the maturity date from January 31, 2024 to October 1, 2024, changed the interest rate from a number of basis points over LIBOR depending on our credit rating to 300 basis points over SOFR, and made certain changes to conditions and covenants.    
On February 10, 2023, we entered into an amendment to the credit agreement evidencing our BofA Revolver.  The amendment, among other items, extended the maturity date from January 12, 2024 to October 1, 2024, reduced availability from $237.50 million to $150 million, with further reductions to $125 million effective October 1, 2023 and to $100 million effective April 1, 2024, changed the interest rate from a number of basis points over SOFR depending on our credit rating to 300 basis points over SOFR, and made certain changes to conditions and covenants.  
As of December 31, 2022, the BofA Revolver was subject to a 35 basis point facility fee.          
We incurred financing costs, some of which are deferred and amortized into interest expense during the terms of the loans we execute.  

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

December 31, 2022| Page 12


Capital Analysis

(in thousands, except per share amounts)

31-Mar-22

30-Jun-22

30-Sep-22

31-Dec-22

31-Mar-21

30-Jun-21

30-Sep-21

31-Dec-21

Market Data:

    

    

    

    

  

  

    

    

    

  

Shares Outstanding

103,152

103,236

103,236

103,236

107,328

107,395

105,633

103,999

Closing market price per share

$

5.90

$

4.17

$

2.63

$

2.73

$

5.45

$

5.26

$

4.64

$

5.95

Market capitalization

$

608,596

$

430,494

$

271,510

$

281,834

$

584,939

$

564,896

$

490,136

$

618,791

Total debt outstanding excluding unamortized financing costs

515,000

530,000

430,000

413,000

947,500

765,000

675,000

475,000

Total Market Capitalization

$

1,123,596

$

960,494

$

701,510

$

694,834

$

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

$

1,032

$

9,660

$

9,659

$

9,666

$

9,506

Common dividend declared per share

$

0.09

$

0.09

$

0.01

$

0.01

$

0.09

$

0.09

$

0.09

$

0.41

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

(224)%

(102)%

6%

(36)%

(150)%

60%

216%

55%

Declared dividend as a % of AFFO* per share

1017%

(228)%

(11)%

(12)%

220%

198%

211%

1330%

Liquidity:

Cash, cash equivalents and restricted cash

$

10,983

$

4,693

$

8,717

$

6,632

$

4,113

$

24,180

$

9,731

$

40,751

Revolver:

Gross potential available under the BofA Revolver

237,500

237,500

237,500

237,500

600,000

600,000

600,000

600,000

Less:

Outstanding balance

(40,000)

(55,000)

(65,000)

(48,000)

(27,500)

Total Liquidity

$

208,483

$

187,193

$

181,217

$

196,132

$

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.

December 31, 2022| Page 13


Owned Portfolio Overview

As of the Quarter Ended

    

31-Dec-22

30-Sep-22

30-Jun-22

31-Mar-22

31-Dec-21

 

Total Owned Properties:

Number of properties

21

22

24

24

24

Square feet

6,239,530

6,433,954

6,915,715

6,915,609

6,911,225

Leased percentage

75.6%

75.9%

76.3%

77.3%

78.4%

Managed Properties - Single Asset REITs (SARs):

Number of properties

1

1

1

2

2

Square feet

213,760

213,760

213,760

348,545

348,545

Total Owned and Managed Properties:

Number of properties

22

23

25

26

26

Square feet

6,453,290

6,647,714

7,129,475

7,264,154

7,259,770

December 31, 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%

48.5%

$

18.91

Northwest Point

Elk Grove Village

IL

177,095

100.0%

100.0%

$

31.64

Charlotte, NC

Forest Park

Charlotte

NC

64,198

78.4%

78.4%

$

23.65

Minneapolis

121 South 8th Street

Minneapolis

MN

298,121

85.2%

88.5%

$

25.10

801 Marquette Ave

Minneapolis

MN

129,691

91.8%

84.8%

$

23.92

Plaza Seven

Minneapolis

MN

330,096

79.3%

81.2%

$

33.28

East Region Total

362,381

53.2%

53.8%

$

20.13

Midwest Region Total

935,003

86.8%

87.6%

$

29.03


(a)Weighted Occupied Percentage for the year ended December 31, 2022.
(b)Weighted Average GAAP Rent per Occupied Square Foot.

December 31, 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

209,461

49.0%

42.1%

$

30.37

1999 Broadway

Denver

CO

680,255

66.9%

66.6%

$

34.02

One Legacy Circle

Plano

TX

214,110

64.7%

59.9%

$

37.31

Greenwood Plaza

Englewood

CO

196,236

66.3%

77.5%

$

28.08

Addison Circle

Addison

TX

289,333

83.0%

71.5%

$

34.49

1001 17th Street

Denver

CO

657,816

70.2%

76.4%

$

35.48

Collins Crossing

Richardson

TX

300,887

96.1%

87.0%

$

27.06

600 17th Street

Denver

CO

611,163

78.3%

77.3%

$

34.38

Liberty Plaza

Addison

TX

217,779

72.9%

71.4%

$

24.56

West Region Total

2,145,470

71.1%

73.7%

$

34.02

Houston

Park Ten

Houston

TX

157,609

78.1%

72.0%

$

29.09

Total Owned Properties

6,239,530

75.6%

72.3%

$

30.48

Eldridge Green

Houston

TX

248,399

100.0%

100.0%

$

26.11

Park Ten Phase II

Houston

TX

156,746

95.0%

95.0%

$

28.63

Westchase I & II

Houston

TX

629,025

63.5%

56.3%

$

26.68

Miami-Ft. Lauderdale-West Palm Beach

Blue Lagoon Drive

Miami

FL

213,182

98.5%

73.6%

$

33.10

Atlanta

Pershing Plaza

Atlanta

GA

160,145

79.2%

34.3%

$

33.44

South Region Total

2,796,676

78.2%

68.6%

$

29.22


(a)Weighted Occupied Percentage for the year ended December 31, 2022.
(b)Weighted Average GAAP Rent per Occupied Square Foot.

December 31, 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

6,453,290

December 31, 2022| Page 17


Tenants by Industry

(By Square Feet)

December 31, 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

123

248,399

4.0%

$

2,849,138

2.1%

2

EOG Resources, Inc.

1

48

169,167

2.7%

6,062,945

4.4%

3

US Government (b)

2

37, 97

168,573

2.7%

6,317,703

4.6%

4

Lennar Homes, LLC

1

171

155,808

2.5%

6,247,901

4.6%

5

Citicorp Credit Services, Inc (c)

1

12

146,260

2.3%

4,947,976

3.6%

6

Kaiser Foundation Health Plan

1

17

120,979

1.9%

3,936,728

2.9%

7

Argo Data Resource Corporation (d)

1

8, 92

114,200

1.8%

3,358,622

2.5%

8

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

1

129

101,296

1.6%

0.0%

9

Deluxe Corporation

1

175

98,922

1.6%

3,018,289

2.2%

10

Ping Identity Corp.

1

42

89,856

1.4%

3,587,950

2.6%

11

Permian Resources Operating, LLC (f)

1

106

67,856

1.1%

2,807,881

2.1%

12

Bread Financial Payments, Inc. (g)

1

42

67,274

1.1%

2,758,234

2.0%

13

PricewaterhouseCoopers LLP

1

73

66,304

1.1%

2,329,953

1.7%

14

Hall and Evans LLC

1

80

65,878

1.1%

2,455,473

1.8%

15

Cyxtera Management, Inc.

1

85

61,826

1.0%

2,191,403

1.6%

16

Precision Drilling (US) Corporation

1

65

59,569

1.0%

2,033,090

1.5%

17

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

1

5, 61

58,263

0.9%

1,663,730

1.2%

18

EMC Corporation

1

21

57,100

0.9%

1,667,320

1.2%

19

ID Software, LLC

1

77

57,100

0.9%

1,609,649

1.2%

20

Olin Corporation

1

87

54,080

0.9%

1,647,277

1.2%

Total

2,028,710

32.5%

$

61,491,262

45.0%


Footnotes on next page

December 31, 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 December 31, 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) Exercised early termination option on 146,260 square feet. Termination fee of approximately $4.2 million to be paid on or before termination date of December 31, 2023. This lease was assigned to Citigroup Technology, Inc. on January 1, 2023.

(d) Includes 28,550 square feet expiring in 2023. The remaining 85,650 square feet expire in 2030.

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

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

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

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

December 31, 2022| Page 20


Leasing Activity

(Owned Portfolio)

Year

Year

Year

    

Ended

    

Ended

    

Ended

 

Leasing Activity (a)

31-Dec-22

31-Dec-21

31-Dec-20

(in Square Feet - SF)

New leasing

275,000

370,000

368,000

Renewals and expansions

160,000

665,000

762,000

435,000

1,035,000

1,130,000

Other information per SF

(Activity on a year-to-date basis)

GAAP Rents on leasing

$

33.27

30.86

$

28.47

Weighted average lease term

6.4 Years

7.7 Years

8.3 Years

Increase over average GAAP rents in prior year (b)

10.6%

2.5%

7.7%

Average free rent

6 Months

7 Months

5 Months

Tenant Improvements

$

31.86

25.89

$

34.07

Leasing Costs

$

11.80

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.

December 31, 2022| Page 21


Lease Expirations by Square Feet

(Owned Portfolio)

December 31, 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

 

2023

47

(c)

398,204

$

12,594,621

$

31.63

9.2%

9.2%

2024

49

862,393

27,667,475

32.08

20.3%

29.5%

2025

54

429,146

14,038,512

32.71

10.3%

39.8%

2026

36

612,913

21,289,129

34.73

15.6%

55.4%

2027

20

307,689

9,694,824

31.51

7.1%

62.5%

2028

19

278,620

8,125,556

29.16

6.0%

68.5%

2029

15

344,550

10,011,705

29.06

7.3%

75.8%

2030

11

292,715

8,077,513

27.60

5.9%

81.7%

2031

8

271,904

9,952,632

36.60

7.3%

89.0%

2032

0.0%

89.0%

2033 and thereafter

44

917,408

(d)

15,053,359

16.41

11.0%

100.0%

Leased total

303

4,715,542

$

136,505,326

$

28.95

100.0%

Vacancies as of 12/31/22

1,523,988

Total Portfolio Square Footage

6,239,530


(a)The number of leases approximates the number of tenants. Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year.
(b)Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at December 31, 2022 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.
(c)Includes 3 leases that are month-to-month.
(d)Includes 87,695 square feet that are non-revenue producing building amenities.

December 31, 2022| Page 23


Capital Expenditures

(in thousands)

Year

For the Three Months Ended

Ended

    

31-Mar-22

    

30-Jun-22

    

30-Sep-22

    

31-Dec-22

    

31-Dec-22

Tenant improvements

$

1,877

$

5,453

$

6,813

$

7,508

$

21,651

Deferred leasing costs

3,032

1,327

2,053

1,152

7,564

Non-investment capex

5,065

6,736

9,289

9,074

30,164

Total Capital Expenditures

$

9,974

$

13,516

$

18,155

$

17,734

$

59,379

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 $9.0 million for the year ended December 31, 2022 and $32.0 million for the year ended December 31, 2021.

December 31, 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

909 Davis

Evanston

IL

195,098

12/28/22

27,750

3,939

2021

One Ravinia

Atlanta

GA

386,602

5/27/21

$

74,879

$

29,075

Two Ravinia

Atlanta

GA

411,047

5/27/21

71,771

29

One Overton Park

Atlanta

GA

387,267

5/27/21

72,850

(6,336)

Loudoun Tech Center

Dulles

VA

136,658

6/29/21

17,250

(2,148)

River Crossing

Indianapolis

IN

205,729

8/31/21

35,050

(1,734)

Timberlake

Chesterfield

MO

234,496

9/23/21

44,667

6,184

Timberlake East

Chesterfield

MO

117,036

9/23/21

22,333

4,111

999 Peachtree

Atlanta

GA

621,946

10/22/21

223,900

86,766

Meadow Point

Chantilly

VA

138,537

11/16/21

25,500

1,878

Stonecroft

Chantilly

VA

111,469

11/16/21

14,500

(4,768)

2020

Emperor Boulevard

Durham

NC

259,531

12/23/20

$

89,700

$

41,928

December 31, 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

    

31-Dec-22

    

31-Dec-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.

December 31, 2022| Page 26


Net Asset Value Components

(in thousands except per share data)

As of

Assets:

Other information:

    

31-Dec-22

 

    

Loans outstanding on secured RE

    

$

19,763

 

    

Leased SF to be FFO producing

    

Total Market Capitalization Values

Investments in SARs (book basis)

during 2023 (in 000's)

83

Shares outstanding

103,235.9

Straight-line rent receivable

52,739

Closing price

$

2.73

Asset held for sale

Straight-line rental revenue current quarter

$

1,831

Market capitalization

$

281,834

Cash, cash equivalents and restricted cash

6,632

Debt

413,000

Tenant rent receivables

2,201

Management fee income current quarter

$

1

Total Market Capitalization

$

694,834

Prepaid expenses

4,674

Interest income from secured loans

461

Office computers and furniture

154

Management fees and interest income from loans

$

462

Other assets:

3 Months

Deferred financing costs, net

2,041

Ended

Other assets: Derivative Market Value

4,358

NOI Components

31-Dec-22

Other assets - Right-to-Use Asset

705

$

93,267

Same Store NOI (1)

$

17,549

Acquisitions (1) (2)

Liabilities:

Footnotes to the components

Property NOI (1)

17,549

Debt (excluding contra for unamortized financing costs)

$

413,000

Full quarter adjustment (3)

Accounts payable & accrued expenses

54,010

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

Stabilized portfolio

$

17,549

Tenant security deposits

5,710

Other liabilities: lease liability

759

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

Other liabilities: derivative liability

Financial Statement Reconciliation:

$

473,479

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

Rental Revenue

$

40,745

Rental operating expenses

(14,273)

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

Real estate taxes and insurance

(7,907)

NOI from dispositions & redevelopment properties

(666)

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

Taxes (4)

(37)

Management & other fees (5)

(313)

Property NOI (1)

$

17,549

December 31, 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.  We exclude the FFO from any Sponsored REIT that is consolidated from the calculation of FFO.

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

Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner. We have included the NAREIT FFO definition as of May 17, 2016 in the table on page 9 and note that other REITs may not define FFO in accordance with the current NAREIT definition or may interpret the current NAREIT definition differently than we do.

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

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Appendix: Non-GAAP Financial Measure Definitions

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

EBITDA is defined as net income or loss plus interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA excluding hedge ineffectiveness, gains or losses on extinguishment of debt, gains and losses on sales of properties or shares of equity investments or provisions for losses on assets held for sale or equity investments. We exclude the Adjusted EBITDA from any Sponsored REIT that is consolidated from the calculation of Adjusted EBITDA.     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. We exclude the NOI from any Sponsored REIT that is consolidated from the calculation of NOI. 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

InvestorRelations@fspreit.com

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300 ~ www.fspreit.com

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