0001031316false00010313162020-08-042020-08-04

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): August 4, 2020

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 August 4, 2020, Franklin Street Properties Corp. (the “Registrant”) announced its financial results for the three and six months ended June 30, 2020.  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 August 4, 2020.

99.2

Supplemental Operating and Financial Data for the Second Quarter of 2020.

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: August 4, 2020

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

Second Quarter 2020 Results

Wakefield, MA—August 4, 2020—Franklin Street Properties Corp. (the “Company”, “FSP”, “we” or “our”) (NYSE American:  FSP), a real estate investment trust (REIT), announced its results for the second quarter ended June 30, 2020.    

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

“After a strong first quarter start to 2020, leasing activity hit the “pause button” in the second quarter at our 32 operating and 3 redevelopment properties.  Prior to the emergence of the COVID-19 pandemic, we were confident that the company was well positioned for new tenant absorption, increasing occupancy levels and higher rental rates during 2020, allowing us the potential to start realizing the longer-term value-add property proposition that was such an integral part of the strategy of recasting our portfolio.  However, in March 2020 the full weight of the COVID-19 pandemic and the consequent business shutdowns became apparent, negatively affecting both new leasing activity and rent collections for the second quarter.

Most leasing activity that was underway prior to March 2020, while slowed, has continued and we currently have approximately 200,000 square feet of active lease negotiations on-going and another approximately 300,000 square feet of leasing that is in earlier stages of active consideration by potential new tenants.  Over the remainder of 2020, we have approximately 176,000 square feet of lease maturities and approximately 324,000 square feet of leases scheduled to commence.  We expect continued, anticipated and planned for elevated levels of Capex in the coming quarters as we execute our value-add strategy at both our operating and redevelopment properties.  Some of the Capex surrounding tenant space improvements for leasing done in 2019 and the first quarter of 2020 was pulled forward and funded during the second quarter of 2020.  As a result of COVID-19 restrictions we had lower physical occupancy of space during the quarter, which enhanced the opportunity for more physical construction and reduced tenant employee disruption.

For the full second quarter of 2020 we collected approximately 98% of contracted rent and as of July 31, 2020 we have collected approximately 97% of July rents.  However, at this time, we are not able to predict whether and to what extent our level of rental receipts may change in future months.  Consequently, we are continuing suspension of Net Income and Funds From Operations (“FFO”) guidance and will not be providing additional guidance until such time as we have a better understanding of the duration of the COVID-19 pandemic and its impact on our business and the businesses of our tenants.

At this time, we believe the bulk of our tenants will be financially able to weather the COVID-19 pandemic and the inherent value of our property portfolio and our own financial resources and balance sheet flexibility will continue to see us through this difficult time.  We believe that we will then be well positioned to resume the strong leasing activity that occurred in 2018, 2019 and the first quarter of 2020.”  

Financial Highlights

Net loss was $2.1 million, or $0.02 per basic and diluted share, for the second quarter ended June 30, 2020.  
FFO was $20.2 million, or $0.19 per basic and diluted share, for the second quarter ended June 30, 2020.      
Adjusted Funds From Operations (AFFO) was $0.2 million or $0.00 per basic and diluted share for the second quarter ended June 30, 2020.
As of June 30, 2020, we had $570 million available on our revolving line of credit.  


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Our debt is entirely unsecured and we have no debt maturities until November of 2021.    

COVID-19 Pandemic Update

FSP remains committed to the health and safety of its employees, tenants, vendors and visitors and will continue to implement recommended guidelines for social distancing and other safety protocols at our properties and corporate headquarters.  

We have implemented working from home policies for FSP employees.
All of our properties remain open for business.
As of July 31, 2020, we had collected approximately 97% of rental receipts due in July 2020. Due to the high level of uncertainty related to the COVID-19 pandemic, we are unable to predict the level of rental receipts in future months.  
During the past approximately 18 weeks, we have received rent relief requests from some of our tenants.  The majority of these requests for relief have been in the form of potential rent deferrals for varying lengths of time.  To date, we have been in discussions with tenants regarding potential rent deferrals representing approximately 1% to 2% of annualized rents.  We will continue to review each request for rent relief on a case by case basis.  Where prudent, we may grant deferrals and, in some instances, seek extended lease terms.  We are unable to predict the outcomes of these ongoing negotiations, the amount of the rent relief packages, if any, and ultimate recovery of any deferred amounts.  

Leasing Update

   

Our directly owned real estate portfolio of 32 operating properties (excluding 3 redevelopment properties) totaling approximately 9.5 million square feet was approximately 84.5% leased as of June 30, 2020 compared to approximately 87.6% leased as of December 31, 2019.      
During the quarter ended June 30, 2020, we leased approximately 44,000 square feet, of which approximately 22,000 square feet was with new tenants.   During the six months ended June 30, 2020, we leased approximately 324,000 square feet, of which approximately 166,000 square feet was with new tenants.  During the year ended December 31, 2019, we leased approximately 1,417,000 square feet, of which approximately 534,000 square feet was with new tenants.
Despite delays caused by COVID-19, we currently have approximately 500,000 square feet of prospective tenants representing potential net absorption, including approximately 200,000 square feet in active lease negotiations.  The approximately 500,000 square feet of potential net absorption also includes more than 110,000 square feet of multiple active prospects at our three redevelopment properties in Miami, Minneapolis and Charlotte.
Lease expirations for the remainder of 2020 are approximately 176,000 square feet, or 1.8% of our portfolio. Those lease expirations will be offset by approximately 324,000 square feet of executed leases that are scheduled to commence during the remainder of 2020.  
The weighted average GAAP base rent per square foot achieved on leasing activity during the six months ended June 30, 2020 was $31.28, or 10.3% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2019.  The average lease term on leases in the first half of 2020 shortened to 6.1 years compared to 8.3 years for the full year of 2019.  Overall the portfolio weighted average rent per occupied square foot decreased to $29.83 as of June 30, 2020 from $29.88 as of December 31, 2019.

Dividend Update

On July 6, 2020, the Company announced that its Board of Directors declared a regular quarterly cash dividend for the three months ended June 30, 2020 of $0.09 per share of common stock that will be paid on August 6, 2020 to stockholders of record on July 17, 2020.        


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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.    

Real Estate Update

Supplementary schedules provide property information for the Company’s owned and managed real estate portfolio as of June 30, 2020.  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 August 5, 2020 at 11:00 a.m. (ET) to discuss the second quarter 2020 results. To access the call, please dial 1-800-464-8240. Internationally, the call may be accessed by dialing 1-412-902-6521. To access the call from Canada, please dial 1-866-605-3852. To listen via live audio webcast, please visit the Webcasts & Presentations section in the Investor Relations section of the Company's website (www.fspreit.com) at least ten minutes prior to the start of the call and follow the posted directions. The webcast will also be available via replay from the above location starting one hour after the call is finished.      

About Franklin Street Properties Corp.

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


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Forward-Looking Statements

Statements made in this press release that state FSP’s or management’s intentions, beliefs, expectations, or predictions for the future may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  This press release may also contain forward-looking statements, such as our ability to lease space in the future, 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, 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, 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.  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, 2019, as the same may be updated from time to time in subsequent filings with the United States Securities and Exchange Commission, including without limitation, the “Risk Factors” set forth in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.  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

Six Months Ended

June 30,

June 30,

(in thousands, except per share amounts)

  

2020

  

2019

  

2020

  

2019

 

Revenue:

Rental

$

60,398

$

65,485

$

122,965

$

128,844

Related party revenue:

Management fees and interest income from loans

405

1,322

808

2,674

Other

5

6

18

11

Total revenue

60,808

66,813

123,791

131,529

Expenses:

Real estate operating expenses

15,470

17,116

32,768

34,842

Real estate taxes and insurance

12,307

12,801

24,069

24,903

Depreciation and amortization

22,245

22,109

44,583

45,354

General and administrative

3,817

3,702

7,342

7,211

Interest

8,980

9,371

18,043

18,739

Total expenses

62,819

65,099

126,805

131,049

Income (loss) before taxes on income

(2,011)

1,714

(3,014)

480

Tax expense on income

64

81

132

52

Net income (loss)

$

(2,075)

$

1,633

$

(3,146)

$

428

Weighted average number of shares outstanding, basic and diluted

107,287

107,231

107,278

107,231

Net income (loss) per share, basic and diluted

$

(0.02)

$

0.02

$

(0.03)

$

0.00


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule B

Condensed Consolidated Balance Sheets

(Unaudited)

June 30,

December 31,

(in thousands, except share and par value amounts)

    

2020

    

2019

 

Assets:

Real estate assets:

Land

$

191,578

$

191,578

Buildings and improvements

1,964,308

1,924,664

Fixtures and equipment

12,250

11,665

2,168,136

2,127,907

Less accumulated depreciation

522,238

490,697

Real estate assets, net

1,645,898

1,637,210

Acquired real estate leases, less accumulated amortization of $60,469 and $60,749, respectively

34,022

40,704

Cash, cash equivalents and restricted cash

2,890

9,790

Tenant rent receivables

4,192

3,851

Straight-line rent receivable

69,062

66,881

Prepaid expenses and other assets

6,506

7,246

Related party mortgage loan receivables

21,000

21,000

Other assets: derivative asset

3,022

Office computers and furniture, net of accumulated depreciation of $1,409 and $1,362, respectively

196

183

Deferred leasing commissions, net of accumulated amortization of $30,958 and $28,114, respectively

51,669

52,767

Total assets

$

1,835,435

$

1,842,654

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

30,000

$

Term loans payable, less unamortized financing costs of $3,507 and $4,267, respectively

766,493

765,733

Series A & Series B Senior Notes, less unamortized financing costs of $904 and $985, respectively

199,096

199,015

Accounts payable and accrued expenses

55,712

66,658

Accrued compensation

2,278

3,400

Tenant security deposits

9,155

9,346

Lease liability

1,716

1,890

Other liabilities: derivative liabilities

22,958

7,704

Acquired unfavorable real estate leases, less accumulated amortization of $4,804 and $4,676, respectively

2,024

2,512

Total liabilities

1,089,432

1,056,258

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, 107,328,199 and 107,269,201 shares issued and outstanding, respectively

11

11

Additional paid-in capital

1,357,131

1,356,794

Accumulated other comprehensive loss

(22,958)

(4,682)

Accumulated distributions in excess of accumulated earnings

(588,181)

(565,727)

Total stockholders’ equity

746,003

786,396

Total liabilities and stockholders’ equity

$

1,835,435

$

1,842,654


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule C

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the

Six Months Ended

June 30,

(in thousands)

    

2020

    

2019

 

Cash flows from operating activities:

Net income (loss)

$

(3,146)

$

428

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

Depreciation and amortization expense

46,055

46,791

Amortization of above and below market leases

(147)

(193)

Shares issued as compensation

337

Decrease in allowance for doubtful accounts
and write-off of accounts receivable

(13)

(91)

Changes in operating assets and liabilities:

Tenant rent receivables

(328)

(2,337)

Straight-line rents

(1,343)

(4,829)

Lease acquisition costs

(838)

(2,603)

Prepaid expenses and other assets

21

2,392

Accounts payable and accrued expenses

(10,006)

(8,741)

Accrued compensation

(1,122)

(852)

Tenant security deposits

(191)

2,799

Payment of deferred leasing commissions

(3,682)

(8,114)

Net cash provided by operating activities

25,597

24,650

Cash flows from investing activities:

Property improvements, fixtures and equipment

(43,189)

(28,944)

Repayment of related party mortgage loan receivable

(2,400)

Investment in related party mortgage loan receivable

51,530

Proceeds received from liquidating trust

1,470

Net cash provided by (used in) investing activities

(43,189)

21,656

Cash flows from financing activities:

Distributions to stockholders

(19,308)

(19,302)

Borrowings under bank note payable

60,000

45,000

Repayments of bank note payable

(30,000)

(70,000)

Deferred financing costs

(81)

Net cash provided by (used in) financing activities

10,692

(44,383)

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

(6,900)

1,923

Cash, cash equivalents and restricted cash, beginning of year

9,790

11,177

Cash, cash equivalents and restricted cash, end of period

$

2,890

$

13,100


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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

 

2020

175,855

1.8%

2021

890,133

9.0%

2022

1,194,556

12.0%

2023

661,959

6.7%

2024

859,272

8.7%

Thereafter (2)

6,131,666

61.8%

9,913,441

100.0%


(1)Percentages are determined based upon total square footage.
(2)Includes 1,475,577 square feet of vacancies at our operating properties and 179,254 square feet of vacancies at our redevelopment properties as of June 30, 2020. We define redevelopment properties as properties being developed, redeveloped or where development/redevelopment is complete but that are not yet stabilized.

(dollars & square feet in 000's)

As of June 30, 2020 (a)

# of

% of

Square

% of

State

    

Properties

    

Investment

    

Portfolio

    

Feet

    

Portfolio

 

Colorado

6

$

556,302

33.8%

2,620

26.4%

Texas

9

343,142

20.8%

2,420

24.4%

Georgia

5

322,785

19.6%

1,967

19.8%

Minnesota

3

121,271

7.4%

757

7.6%

Virginia

4

83,430

5.1%

685

6.9%

North Carolina

2

50,108

3.0%

322

3.2%

Missouri

2

43,943

2.7%

351

3.6%

Illinois

2

47,353

2.9%

372

3.8%

Florida

1

48,315

2.9%

213

2.2%

Indiana

1

29,249

1.8%

206

2.1%

Total

35

$

1,645,898

100.0%

9,913

100.0%

(a)Includes investment in our redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where complete, but that are not yet stabilized.


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule E

Portfolio and Other Supplementary Information

(Unaudited & Approximated)

Recurring Capital Expenditures

Six Months

(in thousands)

For the Three Months Ended

Ended

    

31-Mar-20

    

30-Jun-20

    

30-Jun-20

Tenant improvements

$

10,716

$

13,531

$

24,247

Deferred leasing costs

2,730

603

3,333

Non-investment capex

4,527

6,581

11,108

$

17,973

$

20,715

$

38,688

For the Three Months Ended

Year Ended

    

31-Mar-19

    

30-Jun-19

    

30-Sep-19

    

31-Dec-19

    

31-Dec-19

Tenant improvements

$

8,318

$

10,169

$

7,890

$

15,874

$

42,251

Deferred leasing costs

4,239

3,666

1,286

3,164

12,355

Non-investment capex

2,413

4,049

3,968

6,304

16,734

$

14,970

$

17,884

$

13,144

$

25,342

$

71,340

Square foot & leased percentages

June 30,

December 31,

    

2020

    

2019

 

Operating Properties (a):

Number of properties

32

32

Square feet

9,508,226

9,504,634

Leased percentage

84.5%

87.6%

Redevelopment Properties:

Number of properties

3

3

Square feet

405,215

405,215

Leased percentage

55.8%

50.3%

Managed Properties - Single Asset REITs (SARs):

Number of properties

2

2

Square feet

348,545

348,545

Total Operating, Redevelopment and Managed Properties:

Number of properties

37

37

Square feet

10,261,986

10,258,394

(a)Excludes investment in our redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where development/redevelopment is complete but that are not yet stabilized.


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule F

Percentage of Leased Space

(Unaudited & Estimated)

First

Second

% Leased (1)

Quarter

% Leased (1)

Quarter

as of

Average %

as of

Average %

    

Property Name

    

Location

    

Square Feet

    

31-Mar-20

    

Leased (2)

    

30-Jun-20

    

Leased (2)

 

1

MEADOW POINT

Chantilly, VA

138,537

91.1%

94.1%

70.3%

70.3%

2

TIMBERLAKE

Chesterfield, MO

234,496

95.7%

95.7%

95.7%

95.7%

3

TIMBERLAKE EAST

Chesterfield, MO

117,036

100.0%

100.0%

100.0%

100.0%

4

NORTHWEST POINT

Elk Grove Village, IL

177,095

100.0%

100.0%

100.0%

100.0%

5

PARK TEN

Houston, TX

157,460

71.7%

71.7%

71.7%

71.7%

6

PARK TEN PHASE II

Houston, TX

156,746

95.0%

95.0%

95.0%

95.0%

7

GREENWOOD PLAZA

Englewood, CO

196,236

100.0%

100.0%

100.0%

100.0%

8

ADDISON

Addison, TX

289,302

79.4%

76.4%

79.4%

79.4%

9

COLLINS CROSSING

Richardson, TX

300,887

79.7%

79.7%

79.7%

79.7%

10

INNSBROOK

Glen Allen, VA

298,183

57.2%

57.2%

57.2%

57.2%

11

RIVER CROSSING

Indianapolis, IN

205,729

98.5%

98.5%

98.5%

98.5%

12

LIBERTY PLAZA

Addison, TX

216,847

73.4%

72.7%

73.7%

73.6%

13

380 INTERLOCKEN

Broomfield, CO

240,359

73.1%

73.8%

73.1%

73.1%

14

390 INTERLOCKEN

Broomfield, CO

241,512

99.4%

99.0%

98.2%

99.0%

15

ELDRIDGE GREEN

Houston, TX

248,399

100.0%

100.0%

100.0%

100.0%

16

ONE OVERTON PARK

Atlanta, GA

387,267

93.3%

88.9%

93.3%

93.3%

17

LOUDOUN TECH

Dulles, VA

136,658

98.9%

98.9%

98.9%

98.9%

18

4807 STONECROFT

Chantilly, VA

111,469

0.0%

0.0%

0.0%

0.0%

19

121 SOUTH EIGHTH ST

Minneapolis, MN

297,209

93.7%

92.5%

86.4%

91.2%

20

EMPEROR BOULEVARD

Durham, NC

259,531

100.0%

100.0%

100.0%

100.0%

21

LEGACY TENNYSON CTR

Plano, TX

207,049

100.0%

100.0%

100.0%

100.0%

22

ONE LEGACY

Plano, TX

214,110

52.9%

53.2%

52.9%

52.9%

23

909 DAVIS

Evanston, IL

195,098

93.3%

93.3%

93.3%

93.3%

24

ONE RAVINIA DRIVE

Atlanta, GA

386,602

87.9%

86.9%

87.9%

87.9%

25

TWO RAVINIA

Atlanta, GA

411,047

69.8%

70.6%

69.5%

69.4%

26

WESTCHASE I & II

Houston, TX

629,025

55.8%

57.5%

55.6%

55.5%

27

1999 BROADWAY

Denver, CO

677,377

89.7%

89.9%

85.6%

85.6%

28

999 PEACHTREE

Atlanta, GA

621,946

91.8%

91.6%

90.9%

90.9%

29

1001 17th STREET

Denver, CO

655,420

98.5%

98.5%

97.7%

98.0%

30

PLAZA SEVEN

Minneapolis, MN

330,096

89.0%

89.3%

88.8%

89.0%

31

PERSHING PLAZA

Atlanta, GA

160,145

98.9%

98.9%

98.9%

98.9%

32

600 17th STREET

Denver, CO

609,353

92.4%

91.3%

92.9%

91.6%

OPERATING TOTAL

9,508,226

85.4%

85.2%

84.5%

84.6%

33

FOREST PARK

Charlotte, NC

62,212

35.6%

11.9%

35.6%

35.6%

34

BLUE LAGOON

Miami, FL

213,182

73.1%

73.1%

73.1%

73.1%

35

801 MARQUETTE AVE

Minneapolis, MN

129,821

37.0%

37.0%

37.0%

37.0%

REDEVELOPMENT TOTAL

405,215

55.8%

52.1%

55.8%

55.8%

OWNED PORTFOLIO TOTAL

9,913,441


(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.


-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 June 30, 2020

% of

    

Tenant

    

Sq Ft

    

Portfolio

 

1

IQVIA Holdings Inc.

259,531

2.6%

2

CITGO Petroleum Corporation

248,399

2.5%

3

Newfield Exploration Company

234,495

2.4%

4

US Government

231,743

2.3%

5

Centene Management Company, LLC

216,879

2.2%

6

Eversheds Sutherland (US) LLP

179,868

1.8%

7

EOG Resources, Inc.

169,167

1.7%

8

The Vail Corporation

164,636

1.7%

9

Lennar Homes, LLC

155,808

1.6%

10

T-Mobile South, LLC dba T-Mobile

151,792

1.5%

11

Citicorp Credit Services, Inc.

146,260

1.5%

12

Jones Day

140,342

1.4%

13

Worldventures Holdings, LLC

129,998

1.3%

14

Kaiser Foundation Health Plan

120,979

1.2%

15

Argo Data Resource Corporation

114,200

1.1%

16

Giesecke & Devrient America

112,110

1.1%

17

Randstad General Partner (US)

109,638

1.1%

18

VMWare, Inc.

100,853

1.0%

19

Ping Identity Corp.

89,856

1.0%

20

Common Grounds LLC

76,984

0.8%

Total

3,153,538

31.8%


-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

Six Months Ended

June 30,

June 30,

(In thousands, except per share amounts)

   

2020

   

2019

2020

   

2019

   

Net income (loss)

$

(2,075)

$

1,633

$

(3,146)

$

428

Depreciation & amortization

22,170

22,028

44,435

45,161

NAREIT FFO

20,095

23,661

41,289

45,589

Lease Acquisition costs

99

108

197

290

Funds From Operations (FFO)

$

20,194

$

23,769

$

41,486

$

45,879

Funds From Operations (FFO)

$

20,194

$

23,769

$

41,486

$

45,879

Amortization of deferred financing costs

726

720

1,474

1,437

Shares issued as compensation

337

337

Straight-line rent

(377)

(3,689)

(1,343)

(4,829)

Tenant improvements

(13,531)

(10,169)

(24,247)

(18,487)

Leasing commissions

(603)

(3,666)

(3,333)

(7,905)

Non-investment capex

(6,581)

(4,049)

(11,108)

(6,462)

Adjusted Funds From Operations (AFFO)

$

165

$

2,916

$

3,266

$

9,633

Per Share Data

EPS

$

(0.02)

$

0.02

$

(0.03)

$

0.00

FFO

$

0.19

$

0.22

$

0.39

$

0.43

AFFO

$

0.00

$

0.03

$

0.03

$

0.09

Weighted average shares (basic and diluted)

107,287

107,231

107,278

107,231


-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 properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.  

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

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

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

Adjusted Funds From Operations (“AFFO”)

The Company also evaluates performance based on Adjusted Funds From Operations, which we refer to as AFFO.  The Company defines AFFO as (1) FFO, (2) excluding our proportionate share of FFO and including distributions received, from non-consolidated REITs, (3) excluding the effect of straight-line rent, (4) plus the amortization of deferred financing costs, (5) plus the value of shares issued as compensation and (6) 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 the sale of assets and excludes non-property specific income and expenses. The information presented includes footnotes and the data is shown by region with properties owned in the periods presented, which we call Sequential Same Store.  The comparative Sequential Same Store results include properties held for the periods presented and exclude properties that are redevelopment properties, which include properties being developed, redeveloped or where redevelopment is complete but are in lease-up and are not stabilized, dispositions and significant nonrecurring income such as bankruptcy settlements and lease termination fees.  NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. NOI should not be considered an alternative to net income or loss as an indication of our performance or to cash flows as a measure of the Company’s liquidity or its ability to make distributions.  The calculations of NOI and Sequential Same Store are shown in the following table:

Rentable

 

Square Feet

Three Months Ended

Three Months Ended

Inc

%

 

(in thousands)

    

or RSF

    

30-Jun-20

    

31-Mar-20

    

(Dec)

    

Change

 

Region

East

 

944

 

$

2,746

 

$

2,664

$

82

 

3.1

%

MidWest

 

1,557

 

5,088

 

5,485

 

(397)

 

(7.2)

%

South

 

4,387

 

13,025

 

13,290

 

(265)

 

(2.0)

%

West

 

2,620

 

11,211

 

11,463

 

(252)

 

(2.2)

%

Property NOI* from Operating Properties

 

9,508

 

32,070

 

32,902

 

(832)

 

(2.5)

%

Dispositions and Redevelopment Properties

405

 

126

 

(28)

 

154

 

0.4

%

NOI*

9,913

 

$

32,196

 

$

32,874

$

(678)

 

(2.1)

%

Sequential Same Store

 

$

32,070

 

$

32,902

$

(832)

 

(2.5)

%

Less Nonrecurring

Items in NOI* (a)

 

810

 

26

 

784

 

(2.4)

%

Comparative

Sequential Same Store

 

$

31,260

 

$

32,876

$

(1,616)

 

(4.9)

%


-15-

Three Months Ended

Three Months Ended

Reconciliation to Net income

30-Jun-20

31-Mar-20

Net loss

 

$

(2,075)

 

$

(1,071)

Add (deduct):

Management fee income

 

(446)

 

(478)

Depreciation and amortization

 

22,245

 

22,338

Amortization of above/below market leases

 

(75)

 

(73)

General and administrative

 

3,817

 

3,525

Interest expense

 

8,980

 

9,063

Interest income

 

(381)

 

(382)

Non-property specific items, net

 

131

 

(48)

NOI*

 

$

32,196

 

$

32,874

(a)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 

Graphic


Graphic

Second Quarter 2020
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

Redevelopment Activity

24

Property Net Operating Income (NOI)

8

Capital Expenditures

25

Reconciliation

Transaction Activity

26

FFO & AFFO

9

EBITDA

10

Loan Portfolio of Secured Real Estate

27

Property NOI

11

Net Asset Value Components

28

Debt Summary

12

Appendix: Definitions of Non-GAAP Measures

Capital Analysis

13

FFO

29

EBITDA and NOI

30

Owned and Managed Portfolio Overview

14-17

AFFO

31

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 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, 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.

Graphic

Greenwood Plaza, Englewood, CO

June 30, 2020| Page 2


Graphic

Company Information

Overview

Snapshot (as of June 30, 2020)

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

35 (1)

Total Square Feet

9.9 Million (1)

Trading Symbol

FSP

Exchange

NYSE American

Common Shares Outstanding

107,328,199

Quarterly Dividend

$0.09

Our Business

Dividend Yield

7.1%

As of June 30, 2020, the Company owned and operated a portfolio of real estate consisting of 32 operating  properties, three redevelopment properties and two managed Sponsored REITs.  From time-to-time, the Company may acquire, develop or redevelop real estate, make additional secured loans or acquire one of its Sponsored REITs. 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, or for geographic or property specific reasons.

Total Market Capitalization

$1.5 Billion (2)

Insider Holdings

4.14%

Graphic

Management Team

George J. Carter

Jeffrey B. Carter

Chief Executive Officer and

President and Chief Investment

Chairman of the Board

Officer

John G. Demeritt

Scott H. Carter

Executive Vice President, Chief

Executive Vice President, General

Financial Officer and Treasurer

Counsel and Secretary

John F. Donahue

Eriel Anchondo

Executive Vice President

Executive Vice President and

Chief Operating Officer

Plaza Seven, Minneapolis, MN

Inquiries

Inquiries should be directed to: Georgia Touma

877.686.9496 or [email protected]

(1) Includes both operating and redevelopment properties.

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

outstanding.

June 30, 2020| Page 3


Graphic

Summary of Financial Highlights

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

30-Jun-20

    

31-Mar-20

    

31-Dec-19

    

30-Sep-19

    

30-Jun-19

 

Income Items:

Rental revenue

$

60,398

$

62,567

$

68,575

$

68,108

$

65,485

Total revenue

60,808

62,983

68,997

68,539

66,813

Net income (loss)

(2,075)

(1,071)

3,648

2,399

1,633

Adjusted EBITDA*

29,139

30,325

35,632

33,996

33,113

FFO*

20,194

21,292

26,755

24,908

23,769

AFFO*

165

3,101

544

10,364

2,916

Per Share Data:

EPS

$

(0.02)

$

(0.01)

$

0.03

$

0.02

$

0.02

FFO*

$

0.19

$

0.20

$

0.25

$

0.23

$

0.22

AFFO*

$

0.00

$

0.03

$

0.01

$

0.10

$

0.03

Weighted Average Shares (diluted)

107,287

107,269

107,240

107,231

107,231

Closing share price

$

5.09

$

5.73

$

8.56

$

8.46

$

7.38

Dividend declared

$

0.09

$

0.09

$

0.09

$

0.09

$

0.09

Balance Sheet Items:

Real estate, net

$

1,645,898

$

1,639,196

$

1,637,210

$

1,626,510

$

1,627,681

Other assets, net

189,537

208,431

205,444

216,640

215,661

Total assets, net

1,835,435

1,847,627

1,842,654

1,843,150

1,843,342

Total liabilities, net

1,089,432

1,090,309

1,056,258

1,053,497

1,042,834

Shareholders' equity

746,003

757,318

786,396

789,653

800,508

Market Capitalization and Debt:

Total Market Capitalization (a)

$

1,546,301

$

1,614,653

$

1,888,224

$

1,877,176

$

1,761,366

Total debt outstanding (excluding unamortized financing costs)

$

1,000,000

$

1,000,000

$

970,000

$

970,000

$

970,000

Debt to Total Market Capitalization

64.7%

61.9%

51.4%

51.7%

55.1%

Net Debt to Adjusted EBITDA*

8.6

8.1

6.7

7.0

7.2

Operating Properties Leasing Statistics (b):

Operating properties assets

32

32

32

32

32

Operating properties total SF

9,508,226

9,506,513

9,504,634

9,503,964

9,498,858

Operating properties % leased

84.5%

85.4%

87.6%

89.7%

88.1%


(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 Definitions of these Non-GAAP Measures beginning on page 29.

June 30, 2020| Page 4


Graphic

Condensed Consolidated Income Statements

($ in thousands, except per share amounts)

For the

For the

For the Three Months Ended

Six Months Ended

For the Three Months Ended

Year Ended

31-Mar-20

30-Jun-20

30-Jun-20

31-Mar-19

30-Jun-19

30-Sep-19

31-Dec-19

31-Dec-19

Revenue:

Rental

  

$

62,567

  

$

60,398

    

$

122,965

  

  

$

63,359

  

$

65,485

  

$

68,108

  

$

68,575

  

$

265,527

Related party revenue:

Management fees and interest income from loans

403

405

808

1,352

1,322

426

417

3,517

Other

13

5

18

5

6

5

5

21

Total revenue

62,983

60,808

123,791

64,716

66,813

68,539

68,997

269,065

Expenses:

Real estate operating expenses

17,298

15,470

32,768

17,726

17,116

18,041

19,428

72,311

Real estate taxes and insurance

11,762

12,307

24,069

12,102

12,801

12,505

10,463

47,871

Depreciation and amortization

22,338

22,245

44,583

23,245

22,109

22,559

22,996

90,909

General and administrative

3,525

3,817

7,342

3,509

3,702

3,886

3,376

14,473

Interest

9,063

8,980

18,043

9,368

9,371

9,036

8,982

36,757

Total expenses

63,986

62,819

126,805

65,950

65,099

66,027

65,245

262,321

Income (loss) before taxes on income

(1,003)

(2,011)

(3,014)

(1,234)

1,714

2,512

3,752

6,744

Tax expense on income

68

64

132

(29)

81

113

104

269

Net income (loss)

$

(1,071)

$

(2,075)

$

(3,146)

$

(1,205)

$

1,633

$

2,399

$

3,648

$

6,475

Weighted average number of shares outstanding, basic and diluted

107,269

107,287

107,278

107,231

107,231

107,231

107,240

107,233

Net income (loss) per share, basic and diluted

$

(0.01)

$

(0.02)

$

(0.03)

$

(0.01)

$

0.02

$

0.02

$

0.03

$

0.06

June 30, 2020| Page 5


$ in thousands, except per share amounts)

Graphic

Condensed Consolidated Balance Sheets

(in thousands)

March 31,

June 30,

March 31,

June 30,

September 30,

December 31,

    

2020

2020

  

  

2019

2019

    

2019

    

2019

 

Assets:

Real estate assets:

Land

$

191,578

$

191,578

$

191,578

$

191,578

$

191,578

$

191,578

Buildings and improvements

1,941,952

1,964,308

1,872,082

1,886,294

1,900,131

1,924,664

Fixtures and equipment

11,917

12,250

9,153

10,607

11,099

11,665

2,145,447

2,168,136

2,072,813

2,088,479

2,102,808

2,127,907

Less accumulated depreciation

506,251

522,238

447,980

460,798

476,298

490,697

Real estate assets, net

1,639,196

1,645,898

1,624,833

1,627,681

1,626,510

1,637,210

Acquired real estate leases, net

37,270

34,022

53,948

49,475

45,066

40,704

Cash, cash equivalents and restricted cash

17,283

2,890

8,832

13,100

20,159

9,790

Tenant rent receivables, net

3,609

4,192

4,489

6,366

4,410

3,851

Straight-line rent receivable, net

68,317

69,062

55,836

61,438

64,111

66,881

Prepaid expenses and other assets

7,486

6,506

10,469

8,052

8,868

7,246

Related party mortgage loan receivable

21,000

21,000

72,795

21,530

21,265

21,000

Other assets: derivative asset

10,469

4,645

2,844

3,022

Office computers and furniture, net of accumulated depreciation

215

196

166

154

136

183

Deferred leasing commissions, net

53,251

51,669

49,408

50,901

49,781

52,767

Total assets

$

1,847,627

$

1,835,435

$

1,891,245

$

1,843,342

$

1,843,150

$

1,842,654

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

30,000

$

30,000

$

40,000

$

$

$

Term loan payable, net of unamortized financing costs

766,124

766,493

764,642

765,005

765,369

765,733

Series A & Series B Senior Notes

199,055

199,096

198,892

198,933

198,974

199,015

Accounts payable and accrued expenses

57,076

55,712

52,248

54,282

61,657

66,658

Accrued compensation

1,335

2,278

1,073

2,191

3,769

3,400

Tenant security deposits

9,615

9,155

6,352

9,118

9,008

9,346

Lease liability

1,803

1,716

2,141

2,059

1,976

1,890

Other liabilities: derivative liabilities

23,035

22,958

2,496

8,132

9,934

7,704

Acquired unfavorable real estate leases, net

2,266

2,024

3,414

3,114

2,810

2,512

Total liabilities

1,090,309

1,089,432

1,071,258

1,042,834

1,053,497

1,056,258

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

Common stock

11

11

11

11

11

11

Additional paid-in capital

1,356,794

1,357,131

1,356,457

1,356,457

1,356,457

1,356,794

Accumulated other comprehensive income (loss)

(23,035)

(22,958)

7,973

(3,487)

(7,090)

(4,682)

Accumulated distributions in excess of accumulated earnings

(576,452)

(588,181)

(544,454)

(552,473)

(559,725)

(565,727)

Total stockholders’ equity

757,318

746,003

819,987

800,508

789,653

786,396

Total liabilities and stockholders’ equity

$

1,847,627

$

1,835,435

$

1,891,245

$

1,843,342

$

1,843,150

$

1,842,654

June 30, 2020| Page 6


Graphic

Condensed Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended June 30,

2020

2019

Cash flows from operating activities:

Net income (loss)

$

(3,146)

$

428

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

Depreciation and amortization expense

46,055

46,791

Amortization of above and below market leases

(147)

(193)

Shares issued as compensation

337

Decrease in allowance for doubtful accounts
and write-off of accounts receivable

(13)

(91)

Changes in operating assets and liabilities:

Tenant rent receivables

(328)

(2,337)

Straight-line rents

(1,343)

(4,829)

Lease acquisition costs

(838)

(2,603)

Prepaid expenses and other assets

21

2,392

Accounts payable and accrued expenses

(10,006)

(8,741)

Accrued compensation

(1,122)

(852)

Tenant security deposits

(191)

2,799

Payment of deferred leasing commissions

(3,682)

(8,114)

Net cash provided by operating activities

25,597

24,650

Cash flows from investing activities:

Property improvements, fixtures and equipment

(43,189)

(28,944)

Investment in related party mortgage loan receivable

(2,400)

Repayment of related party mortgage loan receivable

51,530

Proceeds received from liquidating trust

1,470

Net cash provided by (used) in investing activities

(43,189)

21,656

Cash flows from financing activities:

Distributions to stockholders

(19,308)

(19,302)

Borrowings under bank note payable

60,000

45,000

Repayments of bank note payable

(30,000)

(70,000)

Deferred Financing Costs

(81)

Net cash provided by (used in) financing activities

10,692

(44,383)

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

(6,900)

1,923

Cash, cash equivalents and restricted cash, beginning of period

9,790

11,177

Cash, cash equivalents and restricted cash, end of period

$

2,890

$

13,100

June 30, 2020| Page 7


Graphic

Property Net Operating Income (NOI)* with

Same Store Comparison (in thousands)

Rentable

Six Months

Six Months

 

Square Feet

Three Months Ended

Ended

Three Months Ended

Ended

Inc

%

 

(in thousands)

    

or RSF

   

31-Mar-20

   

30-Jun-20

   

30-Jun-20

   

31-Mar-19

   

30-Jun-19

   

30-Jun-19

   

(Dec)

   

Change

 

Region

East

 

944

 

$

2,664

 

$

2,746

 

$

5,410

 

$

3,185

 

$

3,301

 

$

6,486

 

$

(1,076)

 

(16.6)

%

MidWest

 

1,557

 

5,485

 

5,088

 

10,573

 

5,163

 

5,174

 

10,337

 

236

 

2.3

%

South

 

4,387

 

13,290

 

13,025

 

26,315

 

14,272

 

15,196

 

29,468

 

(3,153)

 

(10.7)

%

West

 

2,620

 

11,463

 

11,211

 

22,674

 

10,559

 

11,240

 

21,799

 

875

 

4.0

%

Property NOI* from Operating Properties

 

9,508

 

32,902

 

32,070

 

64,972

 

33,179

 

34,911

 

68,090

 

(3,118)

 

(4.6)

%

Dispositions and Redevelopment Properties

405

 

(28)

 

126

 

98

 

(205)

 

(215)

 

(420)

 

518

 

0.8

%

Property NOI*

9,913

 

$

32,874

 

$

32,196

 

$

65,070

 

$

32,974

 

$

34,696

 

$

67,670

 

$

(2,600)

 

(3.8)

%

 

Same Store

 

$

32,902

 

$

32,070

 

$

64,972

 

$

33,179

 

$

34,911

 

$

68,090

 

$

(3,118)

 

(4.6)

%

Less Nonrecurring

Items in NOI* (a)

 

26

 

810

 

836

 

35

 

706

 

741

 

95

 

(0.2)

%

Comparative

Same Store

 

$

32,876

 

$

31,260

 

$

64,136

 

$

33,144

 

$

34,205

 

$

67,349

 

$

(3,213)

 

(4.8)

%


(a)Nonrecurring items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability.

*

See the Appendix for Definition of Non-GAAP Measures beginning on page 29.

June 30, 2020| Page 8


Graphic

FFO* & AFFO* Reconciliation

(in thousands, except per share amounts)

Six Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-20

    

30-Jun-20

    

30-Jun-20

 

 

31-Mar-19

    

30-Jun-19

    

30-Sep-19

    

31-Dec-19

    

31-Dec-19

 

Net income (loss)

$

(1,071)

$

(2,075)

$

(3,146)

$

(1,205)

$

1,633

$

2,399

$

3,648

$

6,475

Depreciation & amortization

22,265

22,170

44,435

23,133

22,028

22,448

22,898

90,507

NAREIT FFO*

21,194

20,095

41,289

21,928

23,661

24,847

26,546

96,982

Lease Acquisition costs

98

99

197

182

108

61

209

560

Funds From Operations (FFO)*

$

21,292

$

20,194

$

41,486

$

22,110

$

23,769

$

24,908

$

26,755

$

97,542

Adjusted Funds From Operations (AFFO)*

Funds From Operations (FFO)*

$

21,292

$

20,194

$

41,486

$

22,110

$

23,769

$

24,908

$

26,755

$

97,542

Amortization of deferred financing costs

748

726

1,474

717

720

720

721

2,878

Shares issued as compensation

337

337

337

337

Straight-line rent

(966)

(377)

(1,343)

(1,140)

(3,689)

(2,120)

(1,927)

(8,876)

Tenant improvements

(10,716)

(13,531)

(24,247)

(8,318)

(10,169)

(7,890)

(15,874)

(42,251)

Leasing commissions

(2,730)

(603)

(3,333)

(4,239)

(3,666)

(1,286)

(3,164)

(12,355)

Non-investment capex

(4,527)

(6,581)

(11,108)

(2,413)

(4,049)

(3,968)

(6,304)

(16,734)

Adjusted Funds From Operations (AFFO)*

$

3,101

$

165

$

3,266

$

6,717

$

2,916

$

10,364

$

544

$

20,541

Per Share Data:

EPS

$

(0.01)

$

(0.02)

$

(0.03)

$

(0.01)

$

0.02

$

0.02

$

0.03

$

0.06

FFO*

0.20

0.19

0.39

0.21

0.22

0.23

0.25

0.91

AFFO*

0.03

0.00

0.03

0.06

0.03

0.10

0.01

0.19

Weighted Average Shares (basic and diluted)

107,269

107,287

107,278

107,231

107,231

107,231

107,240

107,233


*

See the Appendix for Definitions of these Non-GAAP Measures beginning on page 29.

June 30, 2020| Page 9


Graphic

EBITDA* & Adjusted EBITDA* Reconciliation

(in thousands, except ratio amounts)

Six Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-20

    

30-Jun-20

    

30-Jun-20

31-Mar-19

    

30-Jun-19

    

30-Sep-19

    

31-Dec-19

    

31-Dec-19

 

 

Net income (loss)

$

(1,071)

$

(2,075)

$

(3,146)

$

(1,205)

$

1,633

$

2,399

$

3,648

$

6,475

Interest expense

9,063

8,980

18,043

9,368

9,371

9,036

8,982

36,757

Depreciation and amortization

22,265

22,170

44,435

23,133

22,028

22,448

22,898

90,507

Income taxes

68

64

132

(29)

81

113

104

269

EBITDA*

$

30,325

29,139

59,464

$

31,267

$

33,113

$

33,996

$

35,632

$

134,008

(Gain) loss on sale of properties and provisions for loss
on properties held for sale or equity investments

Adjusted EBITDA*

$

30,325

$

29,139

$

59,464

$

31,267

$

33,113

$

33,996

$

35,632

$

134,008

Interest expense

$

9,063

$

8,980

$

18,043

$

9,368

$

9,371

$

9,036

$

8,982

$

36,757

Scheduled principal payments

Interest and scheduled principal payments

$

9,063

$

8,980

$

18,043

$

9,368

$

9,371

$

9,036

$

8,982

$

36,757

Interest coverage ratio

3.35

3.24

3.30

3.34

3.53

3.76

3.97

3.65

Debt service coverage ratio

3.35

3.24

3.30

3.34

3.53

3.76

3.97

3.65

Debt excluding unamortized financing costs

$

1,000,000

$

1,000,000

$

1,010,000

$

970,000

$

970,000

$

970,000

Cash, cash equivalents and restricted cash

17,283

2,890

8,832

13,100

20,159

9,790

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

$

982,717

$

997,110

$

1,001,168

$

956,900

$

949,841

$

960,210

Adjusted EBITDA*

$

30,325

$

29,139

$

31,267

$

33,113

$

33,996

$

35,632

Annualized

$

121,300

$

116,556

$

125,068

$

132,452

$

135,984

$

142,528

Net Debt-to-Adjusted EBITDA*

8.1

8.6

8.0

7.2

7.0

6.7


*

See the Appendix for Definitions of these Non-GAAP Measures beginning on page 29. 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.

June 30, 2020| Page 10


Graphic

Reconciliation of Net Income (Loss) to Property NOI*

(in thousands)

Six Months

Year

Three Months Ended

Ended

Three Months Ended

Ended

    

31-Mar-20

    

30-Jun-20

    

30-Jun-20

    

31-Mar-19

    

30-Jun-19

    

30-Sep-19

    

31-Dec-19

    

31-Dec-19

 

Net income (loss)

$

(1,071)

$

(2,075)

$

(3,146)

$

(1,205)

$

1,633

$

2,399

$

3,648

$

6,475

Add (deduct):

Management fee income

(478)

(446)

(924)

(677)

(645)

(634)

(570)

(2,526)

Depreciation and amortization

22,338

22,245

44,583

23,245

22,109

22,559

22,996

90,909

Amortization of above/below market leases

(73)

(75)

(148)

(112)

(81)

(112)

(97)

(402)

General and administrative

3,525

3,817

7,342

3,509

3,703

3,886

3,375

14,473

Interest expense

9,063

8,980

18,043

9,368

9,371

9,036

8,982

36,757

Interest income

(382)

(381)

(763)

(1,294)

(1,259)

(395)

(390)

(3,338)

Non-property specific items, net

(48)

131

83

140

(135)

128

(11)

122

Property NOI*

$

32,874

$

32,196

$

65,070

$

32,974

$

34,696

$

36,867

$

37,933

$

142,470


*

See the Appendix for Definition of Non-GAAP Measures beginning on page 29.

June 30, 2020| Page 11


Graphic

Debt Summary

(in thousands)

Maximum

Amount

Interest

Interest

Maturity

Amount

Drawn at

Rate (a)

Rate at

Facility

    

Date

    

of Loan

    

30-Jun-20

    

Components

    

30-Jun-20

    

Fee

 

BAML Revolver

12-Jan-22

$

600,000

$

30,000

L

 + 

1.20%

1.38%

0.25%

JPM Term Loan (b)

30-Nov-21

150,000

150,000

L

 + 

1.25%

2.94%

BAML Term Loan

12-Jan-23

400,000

400,000

1.12%

 + 

1.35%

2.47%

BMO Term Loan Tranche A

30-Nov-21

55,000

55,000

2.32%

 + 

1.25%

3.57%

BMO Term Loan Tranche B

31-Jan-24

165,000

165,000

2.32%

 + 

1.25%

3.57%

Series A Senior Notes

20-Dec-24

116,000

116,000

3.99%

Series B Senior Notes

20-Dec-27

84,000

84,000

4.26%

$

1,570,000

$

1,000,000

3.08%

On August 2, 2018, we entered into an Amended and Restated Credit Agreement with respect to the JPM Term Loan, which extended the maturity of the JPM Term Loan to November 30, 2021 and reduced the number of basis points over the LIBOR-based rate used to determine the interest rate.  On March 7, 2019, we entered into interest rate swap transactions for a $100 million portion of the $150 million JPM Term Loan that fixed the LIBOR-based rate at 2.44% from March 29, 2019 and until the loan matures on November 30, 2021.  Accordingly, the interest rate on the $100 million portion was 3.69% and the interest rate on the remaining $50 million portion was 1.44% at June 30, 2020.  The weighted average rate at June 30, 2020 was 2.94% on the JPM Term Loan.  
On September 27, 2018, we entered into a Second Amended and Restated Credit Agreement with respect to the BMO Term Loan, which consists of a $55 million tranche A term loan and a $165 million tranche B term loan.  The tranche A term loan matures on November 30, 2021 and the tranche B term loan matures on January 31, 2024.  The number of basis points over LIBOR used to determine the interest rate was reduced.      
The BAML Revolver is subject to a 25 basis point facility fee based on our credit rating and, when applied to our availability of $600 million at June 30, 2020, would be $1.5 million annually.      
On October 24, 2017, we entered into a note purchase agreement relating to a private placement of $200 million in aggregate principal amount of unsecured senior notes, consisting of $116 million in aggregate principal amount of 3.99% Series A Senior Notes with a 7-year maturity and $84 million in aggregate principal amount of 4.26% Series B Senior Notes with a 10-year maturity.  On December 20, 2017, we drew the proceeds from the private placement and reduced the outstanding balance on our revolving line of credit.  
We incurred financing costs, some of which are deferred and amortized into interest expense during the terms of the loans we execute.  We estimate the annualized rate for this amortization to interest expense will be approximately $2.9 million.
Additional information on these transactions can be found in Current Reports on Form 8-K that the Company filed with the U.S. Securities and Exchange Commission on October 24, 2017, August 2, 2018 and September 27, 2018.    

(a)Interest rate excludes amortization of deferred financing costs and facility fees, which is discussed in the notes above.
(b)The interest rate is calculated as $100 million at the fixed rate of 3.69% and the remaining $50 million at the floating rate plus 1.25%, or 1.44% as of June 30, 2020.

June 30, 2020| Page 12


Graphic

Capital Analysis

(in thousands, except per share amounts)

31-Mar-20

30-Jun-20

31-Mar-19

30-Jun-19

30-Sep-19

31-Dec-19

Market Data:

    

    

  

  

    

    

    

  

Shares Outstanding

107,269

107,328

107,231

107,231

107,231

107,269

Closing market price per share

$

5.73

$

5.09

$

7.19

$

7.38

$

8.46

$

8.56

Market capitalization

$

614,653

$

546,301

$

770,992

$

791,366

$

907,176

$

918,224

Total debt outstanding excluding unamortized financing costs

1,000,000

1,000,000

1,010,000

970,000

970,000

970,000

Total Market Capitalization

$

1,614,653

$

1,546,301

$

1,780,992

$

1,761,366

$

1,877,176

$

1,888,224

Dividend Data:

Total dividends declared for the quarter

$

9,654

$

9,654

$

9,651

$

9,651

$

9,651

$

9,650

Common dividend declared per share

$

0.09

$

0.09

$

0.09

$

0.09

$

0.09

$

0.09

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

-901%

-465%

-801%

591%

402%

265%

Declared dividend as a % of AFFO* per share

311%

5852%

144%

331%

93%

1774%

Liquidity:

Cash, cash equivalents and restricted cash

$

17,283

$

2,890

$

8,832

$

13,100

$

20,159

$

9,790

Revolver:

Gross potential available under the BAML Revolver

600,000

600,000

600,000

600,000

600,000

600,000

Less:

Outstanding balance

(30,000)

(30,000)

(40,000)

Total Liquidity

$

587,283

$

572,890

$

568,832

$

613,100

$

620,159

$

609,790


*

See page 9 for a reconciliation of Net Income (Loss) to AFFO and the Appendix for Definitions of Non-GAAP Measures beginning on page 29.

June 30, 2020| Page 13


Graphic

Owned Portfolio Overview

As of the Quarter Ended

    

30-Jun-20

31-Mar-20

31-Dec-19

30-Sep-19

30-Jun-19

 

Operating Properties:

Number of properties

32

32

32

32

32

Square feet

9,508,226

9,506,513

9,504,634

9,503,964

9,498,858

Leased percentage

84.5%

85.4%

87.6%

89.7%

88.1%

Redevelopment Properties (a):

Number of properties

3

3

3

3

3

Square feet

405,215

405,215

405,215

405,215

404,652

Leased percentage

55.8%

55.8%

50.3%

50.3%

11.9%

Managed Properties - Single Asset REITs (SARs):

Number of properties

2

2

2

2

2

Square feet

348,545

348,545

348,545

348,545

348,545

Total Operating, Redevelopment and Managed Properties:

Number of properties

37

37

37

37

37

Square feet

10,261,986

10,260,273

10,258,394

10,257,724

10,252,055

(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.

June 30, 2020| Page 14


Graphic

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)

 

Operating Properties:

East Region

Midwest Region

Washington, D.C.

Chicago

Meadow Point

Chantilly

VA

138,537

70.3%

82.2%

$

23.19

Northwest Point

Elk Grove Village

IL

177,095

100.0%

100.0%

$

27.79

Stonecroft

Chantilly

VA

111,469

0.0%

0.0%

$

909 Davis Street

Evanston

IL

195,098

93.3%

93.3%

$

41.14

Loudoun Tech Center

Dulles

VA

136,658

98.9%

98.9%

$

18.27

Indianapolis

Richmond

River Crossing

Indianapolis

IN

205,729

98.5%

98.0%

$

24.40

Innsbrook

Glen Allen

VA

298,183

57.2%

57.2%

$

18.91

St. Louis

Raleigh-Durham

Timberlake

Chesterfield

MO

234,496

95.7%

95.7%

$

27.24

Emperor Boulevard

Durham

NC

259,531

100.0%

100.0%

$

32.37

Timberlake East

Chesterfield

MO

117,036

100.0%

100.0%

$

26.67

Minneapolis

121 South 8th Street

Minneapolis

MN

297,209

86.4%

88.6%

$

22.76

Plaza Seven

Minneapolis

MN

330,096

88.8%

88.4%

$

31.24

East Region Total

944,378

70.2%

71.9%

$

24.64

Midwest Region Total

1,556,759

93.3%

93.6%

$

28.60


(a)Weighted Occupied Percentage for the six months ended June 30, 2020.
(b)Weighted Average GAAP Rent per Occupied Square Foot.

June 30, 2020| Page 15


Graphic

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

207,049

100.0%

91.8%

$

29.90

380 Interlocken

Broomfield

CO

240,359

73.1%

72.4%

$

33.30

One Legacy Circle

Plano

TX

214,110

52.9%

44.5%

$

36.72

1999 Broadway

Denver

CO

677,377

85.6%

79.6%

$

32.56

Addison Circle

Addison

TX

289,302

79.4%

74.9%

$

33.03

Greenwood Plaza

Englewood

CO

196,236

100.0%

100.0%

$

25.10

Collins Crossing

Richardson

TX

300,887

79.7%

79.5%

$

26.79

390 Interlocken

Broomfield

CO

241,512

98.2%

98.6%

$

33.73

Liberty Plaza

Addison

TX

216,847

73.7%

72.5%

$

23.20

1001 17th Street

Denver

CO

655,420

97.7%

98.1%

$

36.79

600 17th Street

Denver

CO

609,353

92.9%

86.5%

$

32.20

Houston

West Region Total

2,620,257

91.4%

88.4%

$

33.20

Park Ten

Houston

TX

157,460

71.7%

71.7%

$

26.01

Eldridge Green

Houston

TX

248,399

100.0%

100.0%

$

29.81

Total Operating Properties

9,508,226

84.5%

82.3%

$

29.84

Park Ten Phase II

Houston

TX

156,746

95.0%

86.2%

$

28.16

Westchase I & II

Houston

TX

629,025

55.6%

55.9%

$

29.46

Redevelopment Properties (c)

Atlanta

Forest Park

Charlotte

NC

62,212

35.6%

0.0%

$

One Overton Park

Atlanta

GA

387,267

93.3%

82.9%

$

24.30

Blue Lagoon Drive

Miami

FL

213,182

73.1%

0.0%

$

One Ravinia

Atlanta

GA

386,602

87.9%

86.4%

$

27.27

801 Marquette Ave

Minneapolis

MN

129,821

37.0%

37.0%

$

28.37

Two Ravinia

Atlanta

GA

411,047

69.5%

67.2%

$

27.19

Total Redevelopment Properties

405,215

55.8%

11.9%

$

28.37

Pershing Plaza

Atlanta

GA

160,145

98.9%

98.7%

$

32.22

999 Peachtree

Atlanta

GA

621,946

90.9%

86.0%

$

33.17

Total Owned Portfolio

9,913,441

83.3%

79.4%

$

29.83

South Region Total

4,386,832

80.3%

76.8%

$

29.12


(a)Weighted Occupied Percentage for the six months ended June 30, 2020.
(b)Weighted Average GAAP Rent per Occupied Square Foot.
(c)We define Redevelopment Properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.

June 30, 2020| Page 16


Graphic

Managed Portfolio Overview

MSA / Property Name

    

City

    

State

    

Square Feet

  

  

  

MSA / Property Name

    

City

    

State

    

Square Feet

 

Southeast Region

Midwest Region

Atlanta

Indianapolis

Satellite Place

Duluth

GA

134,785

Monument Circle

Indianapolis

IN

213,760

Southeast Region Total

134,785

Midwest Region Total

213,760

Total Managed

348,545

Total Operating & Managed

10,261,986

June 30, 2020| Page 17


Graphic

Tenants by Industry

(By Square Feet)

Graphic

June 30, 2020| Page 18


Graphic

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

IQVIA Holdings Inc.

1

71

259,531

2.6%

$

8,970,574

3.8%

2

CITGO Petroleum Corporation

1

20

248,399

2.5%

8,269,203

3.5%

3

Newfield Exploration Company

1

20

234,495

2.4%

9,920,838

4.2%

4

US Government (b)

3

1, 3, 7, 7, 127

231,743

2.3%

5,999,196

2.5%

5

Centene Management Company, LLC

3

36, 36, 36

216,879

2.2%

6,199,728

2.6%

6

Eversheds Sutherland (US) LLP

1

70

179,868

1.8%

6,048,032

2.5%

7

EOG Resources, Inc.

1

78

169,167

1.7%

6,052,795

2.6%

8

The Vail Corporation

1

117

164,636

1.7%

5,641,693

2.4%

9

Lennar Homes, LLC (c)

1

192

155,808

1.6%

0.0%

10

T-Mobile South, LLC dba T-Mobile

1

62

151,792

1.5%

4,027,042

1.7%

11

Citicorp Credit Services, Inc

1

86

146,260

1.5%

4,809,029

2.0%

12

Jones Day

1

11

140,342

1.4%

5,029,307

2.1%

13

Worldventures Holdings, LLC

2

115, 121

129,998

1.3%

3,901,586

1.6%

14

Kaiser Foundation Health Plan

1

47

120,979

1.2%

3,714,547

1.6%

15

Argo Data Resource Corporation (d)

1

38, 122

114,200

1.1%

3,280,966

1.4%

16

Giesecke & Devrient America

1

54

112,110

1.1%

2,153,633

0.9%

17

Randstad General Partner (US) (e)

1

12, 47

109,638

1.1%

2,819,226

1.2%

18

VMWare, Inc.

1

71

100,853

1.0%

3,214,072

1.4%

19

Ping Identity Corp.

1

72

89,856

1.0%

3,490,906

1.5%

20

Common Grounds LLC (f)

2

118, 147

76,984

0.8%

905,400

0.4%

Total

3,153,538

31.8%

$

94,447,773

39.9%


Footnotes on next page

June 30, 2020| Page 19


Graphic

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 June 30, 2020 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.

(b)

Includes 9,867 square feet, which expire in 2020, and 96,876 square feet, which expire in 2021. The remaining 125,000 square feet expire in 2031.

(c)

Lease and rent commence on November 1, 2020.

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

(e) Includes 98,695 square feet, which expire in 2021, and 10,943 square feet, which expire in 2024.

(f) Includes 27,478 square feet, which expire in 2030 and 49,506 square feet, which expire in 2032. Rent commences on 49,506 square feet on October 1, 2020.

June 30, 2020| Page 20


Graphic

Leasing Activity

(Owned Portfolio)

Year

Year

    

Six Months Ended

Ended

    

Ended

    

Leasing Activity (a)

30-Jun-20

30-Jun-19

31-Dec-19

31-Dec-18

(in Square Feet - SF)

New leasing

166,000

218,000

534,000

397,000

Renewals and expansions

158,000

617,000

883,000

1,284,000

324,000

835,000

1,417,000

1,681,000

Other information per SF

(Activity on a year-to-date basis)

GAAP Rents on leasing

$

31.28

$

31.46

$

31.78

$

31.02

Weighted average lease term

6.1 Years

7.6 Years

8.3 Years

7.2 Years

Increase or decrease over average GAAP rents in prior year (b)

10.3%

13.6%

10.9%

7.3%

Average free rent

4 Months

3 Months

3 Months

4 Months

Tenant Improvements

$

22.91

$

26.69

$

34.44

$

29.13

Leasing Costs

$

7.85

$

11.18

$

13.51

$

8.99

(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.

June 30, 2020| Page 21


Graphic

Lease Expirations by Square Feet (a)

(Owned Portfolio)

Graphic

(a)Lease expirations include leases in 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.

June 30, 2020| Page 22


Graphic

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

 

2020

22

(c)

175,855

$

5,691,036

$

32.36

2.4%

2.4%

2021

68

890,133

26,789,070

30.10

11.3%

13.7%

2022

80

1,194,556

39,788,116

33.31

16.8%

30.5%

2023

65

661,959

20,100,511

30.37

8.5%

39.0%

2024

62

859,272

26,067,918

30.34

11.0%

50.0%

2025

56

853,755

22,014,637

25.79

9.3%

59.3%

2026

30

928,953

30,421,427

32.75

12.8%

72.1%

2027

17

646,910

20,556,582

31.78

8.7%

80.8%

2028

15

407,938

7,784,568

19.08

3.3%

84.1%

2029

10

339,437

10,088,533

29.72

4.3%

88.4%

2030 and thereafter

77

1,299,842

(d)

27,542,992

21.19

11.6%

100.0%

Leased total

502

8,258,610

$

236,845,390

$

28.68

100.0%

Vacancies as of 6/30/20

1,475,577

Redevelopment properties (e)

179,254

Total Portfolio Square Footage

9,913,441


(a)The number of leases approximates the number of tenants. Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year. Includes annualized rent from redevelopment properties. We define redevelopment properties as properties being developed, redeveloped or where redevelopment is complete, but are in lease-up and that are not stabilized.
(b)Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at June 30, 2020 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.
(c)Includes 1 lease that is month-to-month.
(d)Includes 117,089 square feet that are non-revenue producing building amenities.
(e)Redevelopment properties include properties being developed, redeveloped, or where redevelopment is complete, but are in lease-up and that are not stabilized.

June 30, 2020| Page 23


Graphic

Redevelopment Activity

(in 000's except square feet)

Estimated

Estimated

Incurred

Percent

Estimated

Leased

Occupied

Rentable

Anticipated

Through

Leased

Completion

Stabilization

Stabilization

Property Name

    

City

    

State

    

Square Feet

    

Investment (1)

    

30-Jun-20

    

30-Jun-20

    

Date

    

Date

    

Date

Redevelopment Activity

Redevelopment in Process

Forest Park (2)

Charlotte

NC

62,212

$

5,718

$

1,131

35.6%

30-Jun-20

31-Dec-20

1-Apr-21

Blue Lagoon Drive (3)

Miami

FL

213,182

39,614

13,258

73.1%

31-Dec-20

31-Dec-20

1-May-21

Total Office in Process

275,394

45,332

14,389

Redevelopment Complete But Not Stabilized

801 Marquette Ave (4)

Minneapolis

MN

129,821

$

29,593

$

23,080

37.0%

30-Jun-17

31-Dec-20

1-Jun-21

Total

405,215

$

74,925

$

37,469

(1)Anticipated Investment includes capitalized redevelopment costs, capitalized interest and lease-up costs.
(2)Leased square feet was 22,134 as of June 30, 2020.
(3)Leased square feet was 155,808 as of June 30, 2020.
(4)Leased square feet was 48,019 as of June 30, 2020.

June 30, 2020| Page 24


Graphic

Capital Expenditures

(in thousands)

Six Months

For the Three Months Ended

Ended

    

31-Mar-20

    

30-Jun-20

    

30-Jun-20

Tenant improvements

$

10,716

$

13,531

$

24,247

Deferred leasing costs

2,730

603

3,333

Non-investment capex

4,527

6,581

11,108

Total Capital Expenditures

$

17,973

$

20,715

$

38,688

For the Three Months Ended

Year Ended

    

31-Mar-19

    

30-Jun-19

    

30-Sep-19

    

31-Dec-19

    

31-Dec-19

Tenant improvements

$

8,318

$

10,169

$

7,890

$

15,874

$

42,251

Deferred leasing costs

4,239

3,666

1,286

3,164

12,355

Non-investment capex

2,413

4,049

3,968

6,304

16,734

Total Capital Expenditures

$

14,970

$

17,884

$

13,144

$

25,342

$

71,340


First generation leasing and investment capital was $7.1 million for six months ended June 30, 2020 and $18.1 million for the year ended December 31, 2019.

June 30, 2020| Page 25


Graphic

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

2015

Two Ravinia

Atlanta

GA

442,130

4/8/15

$

78,000

Recent Dispositions:

Gross Sale

Gain (loss)

    

City

    

State

    

Square Feet

    

Date Sold

    

Proceeds

    

on Sale

 

2017

Hillview

Milpitas

CA

36,288

1/6/17

$

6,342

$

2,289

East Baltimore

Baltimore

MD

325,445

10/20/17

32,547

(20,770)

2016

Lakeside I

Maryland Heights

MO

127,778

4/5/16

$

20,189

$

4,154

Federal Way

Federal Way

WA

117,010

12/16/16

7,500

(7,092)

2015

Willow Bend

Plano

TX

117,050

2/23/15

$

20,750

$

1,462

Eden Bluff

Eden Prairie

MN

153,028

3/31/15

28,000

9,000

Park Seneca

Charlotte

NC

109,699

5/13/15

8,150

949

Montague

San Jose

CA

145,561

12/9/15

30,250

12,251

June 30, 2020| Page 26


Graphic

Loan Portfolio of Secured Real Estate

(in thousands)

(dollars in thousands, except footnotes)

Maximum

Amount

Interest

Maturity

Amount

Outstanding

Rate at

Sponsored REIT

    

Location

    

Date

    

of Loan

    

30-Jun-20

    

30-Jun-20

 

Mortgage loan secured by property

FSP Monument Circle LLC (1)

Indianapolis, IN

6-Dec-20

21,000

21,000

7.19%

$

21,000

$

21,000


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

June 30, 2020| Page 27


Graphic

Net Asset Value Components

(in thousands except per share data)

As of

Assets:

Other information:

    

30-Jun-20

 

    

Loans outstanding on secured RE

    

$

21,000

 

    

Leased SF to be FFO producing

    

Total Market Capitalization Values

Investments in SARs (book basis)

In 2020 (in 000's)

324

Shares outstanding

107,328.2

Straight-line rent receivable

69,062

Closing price

$

5.09

Asset held for sale

Straight-line rental revenue current quarter

$

377

Market capitalization

$

546,301

Cash, cash equivalents and restricted cash

2,890

Debt

1,000,000

Tenant rent receivables

4,192

Management fee income current quarter

$

23

Total Market Capitalization

$

1,546,301

Prepaid expenses

2,888

Interest income from secured loans

382

Office computers and furniture

196

Management fees and interest income from loans

$

405

Other assets:

3 Months

Deferred financing costs, net

6,399

Ended

Other assets: Derivative Market Value

NOI Components

30-Jun-20

Other assets - Right-to-Use Asset

1,630

$

108,257

Same Store NOI (1)

$

32,070

Acquisitions (1) (2)

Liabilities:

Footnotes to the components

Property NOI (1)

32,070

Debt (excluding contra for unamortized financing costs)

$

1,000,000

Full quarter adjustment (3)

Accounts payable & accrued expenses

57,990

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

Stabilized portfolio

$

32,070

Tenant security deposits

9,155

Other liabilities: lease liability

1,716

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

Other liabilities: derivative liability

22,958

Financial Statement Reconciliation:

$

1,091,819

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

Rental Revenue

$

60,398

Rental operating expenses

(15,470)

(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

(12,307)

NOI from dispositions & redevelopment properties

(126)

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

Taxes (4)

(64)

Management & other fees (5)

(361)

Property NOI (1)

$

32,070

June 30, 2020| Page 28


Graphic

Appendix: Non-GAAP Financial Measure Definitions

Definition of Funds From Operations (“FFO”)

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

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

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

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

June 30, 2020| Page 29


Graphic

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

Definition of Property Net Operating Income (Property NOI)

The Company provides property performance based on Net Operating Income, which we refer to as NOI. Management believes that investors are interested in this information. NOI is a non-GAAP financial measure that the Company defines as net income or loss (the most directly comparable GAAP financial measure) plus general and administrative expenses, depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges, interest expense, less equity in earnings of nonconsolidated REITs, interest income, management fee income, hedge ineffectiveness, gains or losses on the sale of assets and excludes non-property specific income and expenses. The information presented includes footnotes and the data is shown by region with properties owned in the periods presented, which we call Same Store. The comparative Same Store results include properties held for the periods presented and exclude properties that are redevelopment properties, 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 our proportionate share of FFO and including distributions received, from non-consolidated REITs, (3) excluding the effect of straight-line rent, (4) plus the amortization of deferred financing costs, (5) plus the value of shares issued for compensation and (6) 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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