0001031316false00010313162024-07-302024-07-30

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): July 30, 2024

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 July 30, 2024, Franklin Street Properties Corp. (the “Registrant”) announced its financial results for the three and six months ended June 30, 2024.  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 July 30, 2024.

99.2

Supplemental Operating and Financial Data for the Second Quarter of 2024.

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: July 30, 2024

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 2024 Results

Graphic

Wakefield, MA—July 30, 2024—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, 2024.    

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

“As the third quarter of 2024 begins, we continue to believe that the current price of our common stock does not accurately reflect the value of our underlying real estate assets.  We will seek to increase shareholder value by continuing to (1) pursue the sale of select properties when we believe that short to intermediate term valuation potential has been reached and (2) strive to increase occupancy through leasing of vacant space. We intend to use proceeds from property dispositions primarily for debt reductions.

During the second quarter of 2024, we did not sell any of our office properties. During the second quarter of 2024, we leased a total of approximately 75,000 square feet of office space within our approximately 5.3 million square foot directly–owned property portfolio.

Subsequent to the end of the quarter, on July 8, 2024, we completed the sale of our last property in the Commonwealth of Virginia.  The property, located in Glen Allen and known as Innsbrook, sold for a gross selling price of $31 million. On July 10, 2024, we repaid approximately $25.3 million of our debt with a portion of the net proceeds of the Innsbrook disposition. As of July 10, 2024, our total indebtedness was approximately $277.7 million, equivalent to approximately $56 per square foot on our remaining approximately 5.0 million square foot directly-owned property portfolio.

We look forward to the remainder of 2024 and beyond with anticipation and optimism.”  

Financial Highlights

GAAP net loss was $21.0 million and $28.6 million, or $0.20 and $0.28 per basic and diluted share for the three and six months ended June 30, 2024, respectively.  
Funds From Operations (FFO) was $3.7 million and $7.9 million, or $0.04 and $0.08 per basic and diluted share, for the three and six months ended June 30, 2024, respectively.
On July 8, 2024, we sold our last property in the Commonwealth of Virginia.  The property was a low-rise value office property located in Glen Allen and known as Innsbrook.  The property sold for a gross selling price of $31 million. On July 10, 2024, we used approximately $25.3 million of the net proceeds from the disposition to repay debt.  

Leasing Highlights

During the six months ended June 30, 2024, we leased approximately 272,000 square feet, including 92,000 square feet of new leases.  
Our directly-owned real estate portfolio of 16 owned properties, totaling approximately 5.3 million square feet, was approximately 72.3% leased as of June 30, 2024, compared to approximately 74.0% leased as of December 31, 2023.  The decrease in the leased percentage is primarily a result of one property disposition and lease expirations during the six months ended June 30, 2024, which were


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partially offset by leasing completed during the six months ended June 30, 2024 .  
The weighted average GAAP base rent per square foot achieved on leasing activity during the six  months ended June 30, 2024, was $28.10, or 12.0% higher than average rents in the respective properties for the year ended December 31, 2023.  The average lease term on leases signed during the six months ended June 30, 2024, was 6.1 years compared to 6.8 years during the year ended December 31, 2023.  Overall, the portfolio weighted average rent per occupied square foot was $30.85 as of June 30, 2024, compared to $30.72 as of December 31, 2023.  
We believe that our continuing portfolio of real estate is well located, primarily in the Sunbelt and Mountain West geographic regions, and consists of high-quality assets with upside leasing potential.  

Investment Highlights

To reduce indebtedness, since December of 2020, FSP has selectively sold office properties when values and circumstances have warranted. 
Since December of 2020, our dispositions have resulted in aggregate gross proceeds of approximately $1,043,000,000 and reflect an average sales price per square foot of approximately $210.  
On July 8, 2024, we sold our last property in the Commonwealth of Virginia.  The property was a low-rise value office property located in Glen Allen (Greater Richmond) and known as Innsbrook.  The property sold for a gross selling price of $31 million.  On July 10, 2024, we used approximately $25.3 million of the net proceeds from the disposition to repay debt resulting in a reduction in total indebtedness to an aggregate of approximately $277.7 million, which reflects about $56 per square foot on the remaining approximately 5.0 million square foot directly-owned portfolio.

Dividends

On July 5, 2024, we announced that our Board of Directors declared a quarterly cash dividend for the three months ended June 30, 2024, of $0.01 per share of common stock that will be paid on August 8, 2024, to stockholders of record on July 19, 2024.  

Consolidation of Sponsored REIT

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

Additional information about the consolidation of Monument Circle can be found in Note 1, “Organization, Properties, Basis of Presentation, Financial Instruments, and Recent Accounting Standards – Variable Interest Entities (VIEs)” and Note 2, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024.    


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Non-GAAP Financial Information

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

2024 Net Income (Loss), FFO and Disposition Guidance

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

Real Estate Update

Supplementary schedules provide property information for the Company’s owned and consolidated properties as of June 30, 2024.  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 July 31, 2024, at 11:00 a.m. (ET) to discuss the second quarter 2024 results. To access the call, please dial 888-440-4368 and use conference ID 5398803.  Internationally, the call may be accessed by dialing 646-960-0856 and using conference ID 5398803. To listen via live audio webcast, please visit the Webcasts & Presentations section in the Investor Relations section of the Company's website (www.fspreit.com) at least ten minutes prior to the start of the call and follow the posted directions. The webcast will also be available via replay from the above location starting one hour after the call is finished.      

About Franklin Street Properties Corp.

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


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Forward-Looking Statements

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


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Franklin Street Properties Corp.

Earnings Release

Supplementary Information

Table of Contents

Franklin Street Properties Corp. Financial Results

A-C

Real Estate Portfolio Summary Information

D

Portfolio and Other Supplementary Information

E

Percentage of Leased Space

F

Largest 20 Tenants – FSP Owned Portfolio

G

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

Funds From Operations (AFFO)

H

Reconciliation and Definition of Sequential Same Store results to Property Net

Operating Income (NOI) and Net Loss

I


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Franklin Street Properties Corp. Financial Results

Supplementary Schedule A

Condensed Consolidated Statements of Operations

(Unaudited)

For the

For the

Three Months Ended

Six Months Ended

June 30,

June 30,

(in thousands, except per share amounts)

  

2024

  

2023

  

2024

  

2023

 

Revenue:

Rental

$

30,818

$

36,257

$

62,043

$

74,024

Other

12

9

12

9

Total revenue

30,830

36,266

62,055

74,033

Expenses:

Real estate operating expenses

11,027

12,140

22,046

24,830

Real estate taxes and insurance

5,727

7,169

11,663

14,142

Depreciation and amortization

11,482

14,645

23,107

29,372

General and administrative

3,635

3,767

7,794

7,584

Interest

7,082

6,084

13,928

11,890

Total expenses

38,953

43,805

78,538

87,818

Loss on extinguishment of debt

(137)

(67)

Gain on consolidation of Sponsored REIT

394

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

(13,200)

(806)

(13,205)

7,586

Interest income

348

1,356

Loss before taxes

(20,975)

(8,345)

(28,469)

(5,872)

Tax expense

48

75

106

142

Net loss

$

(21,023)

$

(8,420)

$

(28,575)

$

(6,014)

Weighted average number of shares outstanding, basic and diluted

103,477

103,330

103,454

103,283

Net loss per share, basic and diluted

$

(0.20)

$

(0.08)

$

(0.28)

$

(0.06)


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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)

    

2024

    

2023

 

Assets:

Real estate assets:

Land

$

105,298

$

110,298

Buildings and improvements

1,086,300

1,133,971

Fixtures and equipment

10,436

12,904

1,202,034

1,257,173

Less accumulated depreciation

361,278

366,349

Real estate assets, net

840,756

890,824

Acquired real estate leases, less accumulated amortization of $20,505 and $20,413, respectively

5,306

6,694

Assets held for sale

67,823

73,318

Cash, cash equivalents and restricted cash

31,495

127,880

Tenant rent receivables

2,349

2,191

Straight-line rent receivable

38,901

40,397

Prepaid expenses and other assets

4,064

4,239

Office computers and furniture, net of accumulated depreciation of $1,051 and $1,020, respectively

92

123

Deferred leasing commissions, net of accumulated amortization of $14,584 and $16,008, respectively

21,741

23,664

Total assets

$

1,012,527

$

1,169,330

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

$

90,000

Term loans payable, less unamortized financing costs of $3,766 and $293, respectively

149,604

114,707

Series A & Series B Senior Notes, less unamortized financing costs of $2,019 and $329, respectively

147,611

199,670

Accounts payable and accrued expenses

23,765

41,879

Accrued compensation

2,300

3,644

Tenant security deposits

6,248

6,204

Lease liability

859

334

Acquired unfavorable real estate leases, less accumulated amortization of $419 and $396, respectively

63

87

Total liabilities

330,450

456,525

Commitments and contingencies

Stockholders’ Equity:

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

Common stock, $.0001 par value, 180,000,000 shares authorized, 103,566,715 and 103,430,353 shares issued and outstanding, respectively

10

10

Additional paid-in capital

1,335,361

1,335,091

Accumulated other comprehensive income

355

Accumulated distributions in excess of accumulated earnings

(653,294)

(622,651)

Total stockholders’ equity

682,077

712,805

Total liabilities and stockholders’ equity

$

1,012,527

$

1,169,330


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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)

    

2024

    

2023

 

Cash flows from operating activities:

Net loss

$

(28,575)

$

(6,014)

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

Depreciation and amortization expense

24,604

30,634

Amortization of above and below market leases

(11)

(30)

Amortization of other comprehensive income into interest expense

(355)

(1,726)

Shares issued as compensation

270

315

Loss on extinguishment of debt

137

67

Gain on consolidation of Sponsored REIT

(394)

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

13,205

(7,586)

Changes in operating assets and liabilities:

Tenant rent receivables

(158)

263

Straight-line rents

464

322

Lease acquisition costs

(292)

(824)

Prepaid expenses and other assets

(420)

(267)

Accounts payable and accrued expenses

(12,557)

(8,747)

Accrued compensation

(1,344)

(1,358)

Tenant security deposits

44

(44)

Payment of deferred leasing commissions

(2,748)

(4,137)

Net cash provided by (used in) operating activities

(7,736)

474

Cash flows from investing activities:

Property improvements, fixtures and equipment

(13,247)

(18,369)

Consolidation of Sponsored REIT

3,048

Proceeds received from sales of properties

34,326

28,098

Net cash provided by investing activities

21,079

12,777

Cash flows from financing activities:

Distributions to stockholders

(2,068)

(2,065)

Proceeds received from termination of interest rate swap

4,206

Borrowings under Bank note payable

62,000

Repayments of Bank note payable

(22,667)

(35,000)

Repayments of Term loans payable

(28,963)

(40,000)

Repayments of Series A&B Senior Notes

(50,370)

Deferred financing costs

(5,660)

(2,327)

Net cash used in financing activities

(109,728)

(13,186)

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

(96,385)

65

Cash, cash equivalents and restricted cash, beginning of year

127,880

6,632

Cash, cash equivalents and restricted cash, end of period

$

31,495

$

6,697


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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

 

2024

171,693

3.1%

2025

476,539

8.7%

2026

552,224

10.1%

2027

295,314

5.4%

2028

239,307

4.4%

Thereafter (2)

3,743,099

68.3%

5,478,176

100.0%


(1)Percentages are determined based upon total square footage.
(2)Includes 1,661,397 square feet of vacancies at our owned and consolidated properties as of June 30, 2024.

(dollars & square feet in 000's)

As of June 30, 2024

% of

Square

% of

State

    

Properties

    

Investment

    

Portfolio

    

Feet

    

Portfolio

 

Colorado

4

$

445,049

52.9%

2,140

39.1%

Texas

7

261,224

31.1%

1,909

34.8%

Georgia (a)

1

-

0.0%

160

2.9%

Minnesota

3

115,300

13.7%

757

13.8%

Virginia (a)

1

-

0.0%

298

5.5%

Indiana

1

19,183

2.3%

214

3.9%

Total

17

$

840,756

100.0%

5,478

100.0%


(a) Includes two properties that were classified as an asset held for sale as of June 30, 2024.


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Franklin Street Properties Corp. Earnings Release

Supplementary Schedule E

Portfolio and Other Supplementary Information

(Unaudited & Approximated)

Recurring Capital Expenditures

For the Six

(in thousands)

For the Three Months Ended

Months Ended

    

31-Mar-24

    

30-Jun-24

    

30-Jun-24

Tenant improvements

$

2,619

$

2,558

$

5,177

Deferred leasing costs

2,237

511

2,748

Non-investment capex

1,019

1,480

2,499

$

5,875

$

4,549

$

10,424

(in thousands)

For the Three Months Ended

Year Ended

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

31-Dec-23

    

31-Dec-23

Tenant improvements

$

3,047

$

4,381

$

3,653

$

5,295

$

16,376

Deferred leasing costs

908

3,230

1,114

1,649

6,901

Non-investment capex

2,967

2,042

1,775

5,230

12,014

$

6,922

$

9,653

$

6,542

$

12,174

$

35,291

Square foot & leased percentages

June 30,

December 31,

    

2024

    

2023

 

Owned Properties:

Number of properties (a)

16

17

Square feet

5,264,416

5,565,782

Leased percentage

72.3%

74.0%

Consolidated Property - Single Asset REIT (SAR):

Number of properties

1

1

Square feet

213,760

213,760

Leased percentage

4.1%

4.1%

Total Owned and Consolidated Properties:

Number of properties

17

18

Square feet

5,478,176

5,779,542

Leased percentage

69.7%

71.5%

(a) Includes two properties that were classified as assets held for sale as of June 30, 2024 and December 31, 2023.


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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-24

    

Leased (2)

    

30-Jun-24

    

Leased (2)

 

1

PARK TEN

Houston, TX

157,609

83.8%

83.8%

82.1%

84.0%

2

PARK TEN PHASE II

Houston, TX

156,746

95.0%

95.0%

66.9%

85.6%

3

GREENWOOD PLAZA

Englewood, CO

196,236

66.3%

66.3%

65.0%

65.0%

4

ADDISON

Addison, TX

289,333

79.4%

79.4%

79.4%

79.4%

5

INNSBROOK (3)

Glen Allen, VA

298,183

90.5%

90.5%

89.6%

89.9%

6

LIBERTY PLAZA

Addison, TX

217,841

77.2%

78.2%

75.9%

75.9%

7

ELDRIDGE GREEN

Houston, TX

248,399

100.0%

100.0%

100.0%

100.0%

8

121 SOUTH EIGHTH ST

Minneapolis, MN

297,541

77.6%

77.5%

77.6%

77.6%

9

801 MARQUETTE AVE

Minneapolis, MN

129,691

91.8%

91.8%

91.8%

91.8%

10

LEGACY TENNYSON CTR

Plano, TX

209,562

53.1%

55.3%

53.1%

53.1%

11

WESTCHASE I & II

Houston, TX

629,025

65.0%

64.2%

66.5%

65.7%

12

1999 BROADWAY

Denver, CO

682,639

51.5%

51.7%

50.7%

51.0%

13

1001 17TH STREET

Denver, CO

649,235

76.5%

74.7%

76.5%

76.5%

14

PLAZA SEVEN

Minneapolis, MN

330,096

61.6%

62.1%

61.6%

61.6%

15

PERSHING PLAZA (3)

Atlanta, GA

160,145

79.8%

79.8%

79.8%

79.8%

16

600 17TH STREET

Denver, CO

612,135

78.8%

78.4%

78.8%

78.8%

OWNED PORTFOLIO

5,264,416

73.3%

73.1%

72.3%

72.9%

17

MONUMENT CIRCLE (4)

Indianapolis, IN

213,760

4.1%

4.1%

4.1%

4.1%

OWNED & CONSOLIDATED PORTFOLIO

5,478,176

70.6%

70.4%

69.7%

70.2%


(1)% Leased as of month's end includes all leases that expire on the last day of the quarter.
(2)Average quarterly percentage is the average of the end of the month leased percentage for each of the three months during the quarter.
(3)Properties were classified as assets held for sale as of June 30, 2024. Innsbrook was sold on July 8, 2024.
(4)Consolidated property as of January 1, 2023, which was previously a managed property.


-12-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule G

Largest 20 Tenants – FSP Owned and Consolidated Portfolio

(Unaudited & Estimated)

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

As of June 30, 2024

% of

    

Tenant

    

Sq Ft

    

Portfolio

 

1

CITGO Petroleum Corporation

248,399

4.5%

2

EOG Resources, Inc.

169,167

3.1%

3

US Government

168,573

3.1%

4

Commonwealth of Virginia

127,500

2.3%

5

Kaiser Foundation Health Plan, Inc.

120,979

2.2%

6

Swift, Currie, McGhee & Hiers, LLP

101,296

1.9%

7

Deluxe Corporation

98,922

1.8%

8

ChemTreat Inc.

94,456

1.7%

9

Ping Identity Corp.

89,856

1.7%

10

Permian Resources Operating, LLC

67,856

1.2%

11

PwC US Group

66,304

1.2%

12

Hall and Evans LLC

65,878

1.2%

13

Cyxtera Management, Inc.

61,826

1.1%

14

Precision Drilling (US) Corporation

59,569

1.1%

15

Olin Corporation

54,080

1.0%

16

Coresite, LLC

49,518

0.9%

17

Schwegman, Lundberg & Woessner, P.A.

46,269

0.8%

18

Invenergy, LLC.

42,505

0.8%

19

Ark-La-Tex Financial Services, LLC.

41,011

0.8%

20

Chevron U.S.A., Inc.

35,088

0.6%

Total

1,809,052

33.0%


-13-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule H

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

Adjusted Funds From Operations (“AFFO”)

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

Reconciliation of Net Loss to FFO and AFFO:

Three Months Ended

Six Months Ended

June 30,

June 30,

(In thousands, except per share amounts)

   

2024

   

2023

2024

   

2023

Net loss

$

(21,023)

$

(8,420)

$

(28,575)

$

(6,014)

Gain on consolidation of Sponsored REIT

(394)

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

13,200

806

13,205

(7,586)

Depreciation & amortization

11,476

14,633

23,095

29,342

NAREIT FFO

3,653

7,019

7,725

15,348

Lease Acquisition costs

68

91

189

169

Funds From Operations (FFO)

$

3,721

$

7,110

$

7,914

$

15,517

Funds From Operations (FFO)

$

3,721

$

7,110

$

7,914

$

15,517

Loss on extinguishment of debt

137

67

Amortization of deferred financing costs

818

672

1,498

1,261

Shares issued as compensation

270

315

270

315

Straight-line rent

258

653

464

322

Tenant improvements

(2,558)

(4,381)

(5,177)

(7,428)

Leasing commissions

(511)

(3,230)

(2,748)

(4,138)

Non-investment capex

(1,480)

(2,042)

(2,499)

(5,009)

Adjusted Funds From Operations (AFFO)

$

518

$

(903)

$

(141)

$

907

Per Share Data

EPS

$

(0.20)

$

(0.08)

$

(0.28)

$

(0.06)

FFO

$

0.04

$

0.07

$

0.08

$

0.15

AFFO

$

0.01

$

(0.01)

$

(0.00)

$

0.01

Weighted average shares (basic and diluted)

103,477

103,330

103,454

103,283


-14-

Funds From Operations (“FFO”)

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

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

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

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

Adjusted Funds From Operations (“AFFO”)

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

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

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


-15-

Franklin Street Properties Corp. Earnings Release

Supplementary Schedule I

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

Net Operating Income (“NOI”)

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

Rentable

 

Square Feet

Three Months Ended

Three Months Ended

Inc

%

 

(in thousands)

    

or RSF

    

30-Jun-24

    

31-Mar-24

    

(Dec)

    

Change

 

Region

East

 

298

 

$

711

 

$

709

$

2

 

0.3

%

MidWest

 

757

 

1,665

 

1,640

 

25

 

1.5

%

South

 

2,069

 

5,240

 

5,266

 

(26)

 

(0.5)

%

West

 

2,140

 

6,224

 

6,204

 

20

 

0.3

%

Property NOI* from Owned Properties

 

5,264

 

13,840

 

13,819

 

21

 

0.2

%

Disposition and Acquisition Properties (a)

214

 

(92)

 

89

 

(181)

 

(1.3)

%

NOI*

5,478

 

$

13,748

 

$

13,908

$

(160)

 

(1.1)

%

Sequential Same Store

 

$

13,840

 

$

13,819

$

21

 

0.2

%

Less Nonrecurring

Items in NOI* (b)

 

255

 

246

 

9

 

(0.1)

%

Comparative

Sequential Same Store

 

$

13,585

 

$

13,573

$

12

 

0.1

%


-16-

Reconciliation to 

Three Months Ended

Three Months Ended

Net income (loss)

30-Jun-24

31-Mar-24

Net income (loss)

 

$

(21,023)

 

$

(7,552)

Add (deduct):

Loss on extinguishment of debt

 

 

137

Gain on sale of properties, net

 

13,200

 

5

Management fee income

 

(443)

 

(462)

Depreciation and amortization

 

11,482

 

11,625

Amortization of above/below market leases

 

(6)

 

(6)

General and administrative

 

3,635

 

4,159

Interest expense

 

7,082

 

6,846

Interest income

 

(348)

 

(1,008)

Non-property specific items, net

 

169

 

164

NOI*

 

$

13,748

 

$

13,908

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

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


Exhibit 99.2 

Graphic

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300.~ www.fspreit.com


Graphic

Second Quarter 2024
Table of Contents

Page

Page

Company Information

3

Tenant Analysis and Leasing Activity

Tenants by Industry

17

Key Financial Data

20 Largest Tenants with Annualized Rent and Remaining Term

18-19

Financial Highlights

4

Leasing Activity

20

Income Statements

5

Lease Expirations by Square Feet

21

Balance Sheets

6

Lease Expirations with Annualized Rent per Square Foot

22

Cash Flow Statements

7

Capital Expenditures

23

Property Net Operating Income (NOI)

8

Reconciliation

Disposition Activity

24

FFO & AFFO

9

EBITDA

10

Loan Portfolio of Secured Real Estate

25

Property NOI

11

Net Asset Value Components

26

Debt Summary

12

Appendix: Non-GAAP Financial Measures Definitions

Capital Analysis

13

FFO

27

EBITDA and NOI

28

Owned and Consolidated Portfolio Overview

14-16

AFFO

29

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

Graphic

45 South Seventh Street Minneapolis, MN

June 30, 2024| Page 2


Graphic

Company Information

Overview

Snapshot (as of June 30, 2024)

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

Corporate Headquarters

Wakefield, MA

Fiscal Year-End

31-Dec

Owned & Consolidated Properties

17

Total Square Feet

5.5 Million

Trading Symbol

FSP

Exchange

NYSE American

Common Shares Outstanding

103,566,715

Our Business

Total Market Capitalization

$0.5 Billion (1)

As of June 30, 2024, the Company owned a portfolio of real estate consisting of 16 owned  properties and one consolidated Sponsored REIT.  The Company may also pursue, on a selective basis, the sale of its properties in order to take advantage of the value creation and demand for its properties, for geographic, property specific reasons or for other general corporate purposes.

Insider Holdings

6.62%

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

1420 Peachtree Street NE Atlanta, GA

Inquiries

Inquiries should be directed to: Georgia Touma

877.686.9496 or InvestorRelations@fspreit.com

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

outstanding.

June 30, 2024| Page 3


Graphic

Summary of Financial Highlights

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

    

30-Jun-24

    

31-Mar-24

    

31-Dec-23

    

30-Sep-23

    

30-Jun-23

Income Items:

Rental revenue

$

30,818

$

31,225

$

34,519

$

36,903

$

36,257

Total revenue

30,830

31,225

34,771

36,903

36,266

Net income (loss)

(21,023)

(7,552)

3,575

(45,671)

(8,420)

Adjusted EBITDA*

10,783

11,113

13,112

13,718

13,178

FFO*

3,721

4,193

6,938

7,509

7,110

AFFO*

518

(659)

(4,462)

1,777

(903)

Per Share Data:

Earnings (loss) per share

$

(0.20)

$

(0.07)

$

0.03

$

(0.44)

$

(0.08)

FFO*

$

0.04

$

0.04

$

0.07

$

0.07

$

0.07

AFFO*

$

0.01

$

(0.01)

$

(0.04)

$

0.02

$

(0.01)

Weighted Average Shares (diluted)

103,477

103,430

103,430

103,430

103,330

Closing share price

$

1.53

$

2.27

$

2.56

$

1.85

$

1.45

Dividend declared

$

0.01

$

0.01

$

0.01

$

0.01

$

0.01

Balance Sheet Items:

Real estate, net

$

840,756

$

884,733

$

890,824

$

921,581

$

1,081,959

Other assets, net

171,771

154,230

278,506

230,192

117,350

Total assets, net

1,012,527

1,038,963

1,169,330

1,151,773

1,199,309

Total liabilities, net

330,450

335,099

456,525

440,447

440,215

Shareholders equity

682,077

703,864

712,805

711,326

759,094

Market Capitalization and Debt:

Total Market Capitalization (a)

$

461,457

$

537,787

$

669,782

$

586,346

$

549,974

Total debt outstanding (excluding unamortized financing costs)

$

303,000

$

303,000

$

405,000

$

395,000

$

400,000

Debt to Total Market Capitalization

65.7%

56.3%

60.5%

67.4%

72.7%

Net Debt to Adjusted EBITDA ratio*

6.3

6.0

5.3

7.0

7.5

Owned Properties Leasing Statistics (b):

Owned properties assets

16

16

17

19

20

Owned properties total SF

5,264,416

5,264,416

5,565,782

5,992,700

6,056,898

Owned properties % leased

72.3%

73.3%

74.0%

74.8%

75.7%


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

*

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

June 30, 2024| Page 4


Graphic

Condensed Consolidated Income Statements

($ in thousands, except per share amounts)

For the Six

For the

For the Three Months Ended

Months Ended

For the Three Months Ended

Year Ended

31-Mar-24

30-Jun-24

30-Jun-24

31-Mar-23

30-Jun-23

30-Sep-23

31-Dec-23

31-Dec-23

Revenue:

Rental

  

$

31,225

  

$

30,818

  

$

62,043

  

  

$

37,767

  

$

36,257

  

$

36,903

  

$

34,519

  

$

145,446

Other

12

12

9

252

261

Total revenue

31,225

30,830

62,055

37,767

36,266

36,903

34,771

145,707

Expenses:

Real estate operating expenses

11,019

11,027

22,046

12,690

12,140

12,797

13,105

50,732

Real estate taxes and insurance

5,936

5,727

11,663

6,973

7,169

7,115

5,943

27,200

Depreciation and amortization

11,625

11,482

23,107

14,727

14,645

13,408

11,958

54,738

General and administrative

4,159

3,635

7,794

3,817

3,767

3,265

3,172

14,021

Interest

6,846

7,082

13,928

5,806

6,084

6,209

6,219

24,318

Total expenses

39,585

38,953

78,538

44,013

43,805

42,794

40,397

171,009

Loss on extinguishment of debt

(137)

(137)

(67)

(39)

(106)

Gain on consolidation of Sponsored REIT

394

394

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

(5)

(13,200)

(13,205)

8,392

(806)

(39,671)

8,701

(23,384)

Interest income

1,008

348

1,356

567

567

Income (loss) before taxes on income

(7,494)

(20,975)

(28,469)

2,473

(8,345)

(45,601)

3,642

(47,831)

Tax expense on income

58

48

106

67

75

70

67

279

Net income (loss)

$

(7,552)

$

(21,023)

$

(28,575)

$

2,406

$

(8,420)

$

(45,671)

$

3,575

$

(48,110)

Weighted average number of shares outstanding, basic and diluted

103,430

103,477

103,454

103,236

103,330

103,430

103,430

103,357

Net income (loss) per share, basic and diluted

$

(0.07)

$

(0.20)

$

(0.28)

$

0.02

$

(0.08)

$

(0.44)

$

0.03

$

(0.47)

June 30, 2024| 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,

    

2024

2024

  

  

2023

2023

    

2023

    

2023

 

Assets:

Real estate assets:

Land

$

110,298

$

105,298

$

130,147

$

128,588

$

114,298

$

110,298

Buildings and improvements

1,137,496

1,086,300

1,367,629

1,362,939

1,183,744

1,133,971

Fixtures and equipment

13,002

10,436

11,411

11,612

10,377

12,904

1,260,796

1,202,034

1,509,187

1,503,139

1,308,419

1,257,173

Less accumulated depreciation

376,063

361,278

413,272

421,180

386,838

366,349

Real estate assets, net

884,733

840,756

1,095,915

1,081,959

921,581

890,824

Acquired real estate leases, net

5,971

5,306

9,620

8,828

7,447

6,694

Assets held for sale

38,947

67,823

8,860

132,659

73,318

Cash, cash equivalents and restricted cash

37,779

31,495

13,110

6,697

13,043

127,880

Tenant rent receivables, net

2,200

2,349

3,306

1,938

2,854

2,191

Straight-line rent receivable, net

40,357

38,901

51,703

50,267

43,253

40,397

Prepaid expenses and other assets

4,140

4,064

6,125

5,648

5,601

4,239

Office computers and furniture, net of accumulated depreciation

106

92

145

127

109

123

Deferred leasing commissions, net

24,730

21,741

33,758

34,985

25,226

23,664

Total assets

$

1,038,963

$

1,012,527

$

1,213,682

$

1,199,309

$

1,151,773

$

1,169,330

Liabilities and Stockholders’ Equity:

Liabilities:

Bank note payable

$

$

$

75,000

$

75,000

$

80,000

$

90,000

Term loan payable, net of unamortized financing costs

149,169

149,604

124,365

124,471

114,610

114,707

Series A & Series B Senior Notes

147,340

147,611

199,547

199,588

199,629

199,670

Accounts payable and accrued expenses

30,099

23,765

37,720

32,501

36,857

41,879

Accrued compensation

1,196

2,300

1,189

2,286

3,179

3,644

Tenant security deposits

6,268

6,248

5,740

5,666

5,631

6,204

Lease liability

953

859

655

550

444

334

Acquired unfavorable real estate leases, net

74

63

171

153

97

87

Total liabilities

335,099

330,450

444,387

440,215

440,447

456,525

Commitments and contingencies

Stockholders’ Equity:

Preferred stock

Common stock

10

10

10

10

10

10

Additional paid-in capital

1,335,091

1,335,361

1,334,776

1,335,091

1,335,091

1,335,091

Accumulated other comprehensive income

3,544

2,480

1,417

355

Accumulated distributions in excess of accumulated earnings

(631,237)

(653,294)

(569,035)

(578,487)

(625,192)

(622,651)

Total stockholders’ equity

703,864

682,077

769,295

759,094

711,326

712,805

Total liabilities and stockholders’ equity

$

1,038,963

$

1,012,527

$

1,213,682

$

1,199,309

$

1,151,773

$

1,169,330

June 30, 2024| Page 6


Graphic

Condensed Consolidated Statements of Cash Flows

(in thousands)

Six Months Ended June 30,

2024

2023

 

Cash flows from operating activities:

Net loss

$

(28,575)

$

(6,014)

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

Depreciation and amortization expense

24,604

30,634

Amortization of above and below market leases

(11)

(30)

Amortization of other comprehensive income into interest expense

(355)

(1,726)

Shares issued as compensation

270

315

Loss on extinguishment of debt

137

67

Gain on consolidation of Sponsored REIT

(394)

Impairment and loan loss reserve

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

13,205

(7,586)

Equity in income from non-consolidated REITs

Distributions from non-consolidated REITs

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

Changes in operating assets and liabilities:

Tenant rent receivables

(158)

263

Straight-line rents

464

322

Lease acquisition costs

(292)

(824)

Prepaid expenses and other assets

(420)

(267)

Accounts payable and accrued expenses

(12,557)

(8,747)

Accrued compensation

(1,344)

(1,358)

Tenant security deposits

44

(44)

Payment of deferred leasing commissions

(2,748)

(4,137)

Net cash provided by (used in) operating activities

(7,736)

474

Cash flows from investing activities:

Property improvements, fixtures and equipment

(13,247)

(18,369)

Consolidation of Sponsored REIT

3,048

Proceeds received from sales of properties

34,326

28,098

Net cash provided by investing activities

21,079

12,777

Cash flows from financing activities:

Distributions to stockholders

(2,068)

(2,065)

Proceeds received from termination of interest rate swap

4,206

Borrowings under Bank note payable

62,000

Repayments of Bank note payable

(22,667)

(35,000)

Repayments of Term loans payable

(28,963)

(40,000)

Repayments of Series A&B Senior Notes

(50,370)

Deferred financing costs

(5,660)

(2,327)

Net cash used in financing activities

(109,728)

(13,186)

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

(96,385)

65

Cash, cash equivalents and restricted cash, beginning of period

127,880

6,632

Cash, cash equivalents and restricted cash, end of period

$

31,495

$

6,697

June 30, 2024| Page 7


(in thousands)

Graphic

Property Net Operating Income (NOI)* with

Same Store Comparison (in thousands)

 

Rentable

Square Feet

Three Months Ended

Six Months Ended

Three Months Ended

Year Ended

Six Month

%

 

(in thousands)

    

or RSF

   

31-Mar-24

   

30-Jun-24

   

30-Jun-24

   

31-Mar-23

   

30-Jun-23

   

30-Sep-23

31-Dec-23

   

31-Dec-23

   

Inc (Dec)

   

Change

 

Region

East

 

298

 

$

709

 

$

711

 

$

1,420

 

$

276

 

$

343

$

239

285

 

$

1,143

 

$

801

 

129.4

%

MidWest

 

757

 

1,640

 

1,665

 

3,305

 

2,239

 

1,718

1,396

1,656

 

7,009

 

(652)

 

(16.5)

%

South

 

2,069

 

5,266

 

5,240

 

10,506

 

5,129

 

5,251

5,359

5,482

 

21,221

 

126

 

1.2

%

West

 

2,140

 

6,204

 

6,224

 

12,428

 

6,423

 

6,412

6,505

5,994

 

25,334

 

(407)

 

(3.2)

%

Property NOI* from Owned Properties

 

5,264

 

13,819

 

13,840

 

27,659

 

14,067

 

13,724

 

13,499

 

13,417

 

54,707

 

(132)

 

(0.5)

%

Disposition and Acquisition Properties (a)

214

 

89

 

(92)

 

(3)

 

3,673

 

2,847

3,105

1,662

 

11,287

 

(6,523)

 

(18.9)

%

Property NOI*

5,478

 

$

13,908

 

$

13,748

 

$

27,656

 

$

17,740

 

$

16,571

 

$

16,604

$

15,079

 

$

65,994

 

$

(6,655)

 

(19.4)

%

 

Same Store

 

$

13,819

 

$

13,840

 

$

27,659

 

$

14,067

 

$

13,724

 

$

13,499

$

13,417

 

$

54,707

 

$

(132)

 

(0.5)

%

Less Nonrecurring

Items in NOI* (b)

 

246

 

255

 

501

 

1,292

 

301

485

217

 

2,295

 

(1,092)

 

4.2

%

Comparative

Same Store

 

$

13,573

 

$

13,585

 

$

27,158

 

$

12,775

 

$

13,423

 

$

13,014

$

13,200

 

$

52,412

 

$

960

 

3.7

%


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

*

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

June 30, 2024| 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-24

    

30-Jun-24

    

30-Jun-24

 

 

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

31-Dec-23

    

31-Dec-23

 

Net income (loss)

$

(7,552)

$

(21,023)

$

(28,575)

$

2,406

$

(8,420)

$

(45,671)

$

3,575

$

(48,110)

(Gain) on consolidation of Sponsored REIT

(394)

(394)

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

5

13,200

13,205

(8,392)

806

39,671

(8,701)

23,384

Depreciation & amortization

11,619

11,476

23,095

14,709

14,633

13,400

11,952

54,694

NAREIT FFO*

4,072

3,653

7,725

8,329

7,019

7,400

6,826

29,574

Lease Acquisition costs

121

68

189

78

91

109

112

390

Funds From Operations (FFO)*

$

4,193

$

3,721

$

7,914

$

8,407

$

7,110

$

7,509

$

6,938

$

29,964

Adjusted Funds From Operations (AFFO)*

Funds From Operations (FFO)*

$

4,193

$

3,721

$

7,914

$

8,407

$

7,110

$

7,509

$

6,938

$

29,964

Loss on extinguishment of debt

137

137

67

39

106

Amortization of deferred financing costs

680

818

1,498

589

672

665

576

2,502

Shares issued as compensation

270

270

315

315

Straight-line rent

206

258

464

(331)

653

106

198

626

Tenant improvements

(2,619)

(2,558)

(5,177)

(3,047)

(4,381)

(3,653)

(5,295)

(16,376)

Leasing commissions

(2,237)

(511)

(2,748)

(908)

(3,230)

(1,114)

(1,649)

(6,901)

Non-investment capex

(1,019)

(1,480)

(2,499)

(2,967)

(2,042)

(1,775)

(5,230)

(12,014)

Adjusted Funds From Operations (AFFO)*

$

(659)

$

518

$

(141)

$

1,810

$

(903)

$

1,777

$

(4,462)

$

(1,778)

Per Share Data:

Earnings (loss) per share

$

(0.07)

$

(0.20)

$

(0.28)

$

0.02

$

(0.08)

$

(0.44)

$

0.03

$

(0.47)

FFO*

0.04

0.04

0.08

0.08

0.07

0.07

0.07

0.29

AFFO*

(0.01)

0.01

(0.00)

0.02

(0.01)

0.02

(0.04)

(0.02)

Weighted Average Shares (basic and diluted)

103,430

103,477

103,454

103,236

103,330

103,430

103,430

103,357


*

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

June 30, 2024| 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-24

    

30-Jun-24

    

30-Jun-24

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

31-Dec-23

    

31-Dec-23

 

 

Net income (loss)

$

(7,552)

$

(21,023)

$

(28,575)

$

2,406

$

(8,420)

$

(45,671)

$

3,575

$

(48,110)

Interest expense

6,846

7,082

13,928

5,806

6,084

6,209

6,219

24,318

Depreciation and amortization

11,619

11,476

23,095

14,709

14,633

13,400

11,952

54,694

Income taxes

58

48

106

67

75

70

67

279

EBITDA*

$

10,971

$

(2,417)

$

8,554

$

22,988

$

12,372

$

(25,992)

$

21,813

$

31,181

Loss on extinguishment of debt

137

137

67

39

106

Gain on consolidation of Sponsored REIT

(394)

(394)

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

5

13,200

13,205

(8,392)

806

39,671

(8,701)

23,384

Adjusted EBITDA*

$

11,113

$

10,783

$

21,896

$

14,269

$

13,178

$

13,718

$

13,112

$

54,277

Interest expense

$

6,846

$

7,082

$

13,928

$

5,806

$

6,084

$

6,209

$

6,219

$

24,318

Scheduled principal payments

Interest and scheduled principal payments

$

6,846

$

7,082

$

13,928

$

5,806

$

6,084

$

6,209

$

6,219

$

24,318

Interest coverage ratio

1.62

1.52

1.57

2.46

2.17

2.21

2.11

2.23

Debt service coverage ratio

1.62

1.52

1.57

2.46

2.17

2.21

2.11

2.23

Debt excluding unamortized financing costs

$

303,000

$

303,000

$

400,000

$

400,000

$

395,000

$

405,000

Cash, cash equivalents and restricted cash

37,779

31,495

13,110

6,697

13,043

127,880

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

$

265,221

$

271,505

$

386,890

$

393,303

$

381,957

$

277,120

Adjusted EBITDA*

$

11,113

$

10,783

$

14,269

$

13,178

$

13,718

$

13,112

Annualized

$

44,452

$

43,132

$

57,076

$

52,712

$

54,872

$

52,448

Net Debt-to-Adjusted EBITDA ratio*

6.0

6.3

6.8

7.5

7.0

5.3


*

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

June 30, 2024| 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-24

    

30-Jun-24

    

    

30-Jun-24

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

31-Dec-23

    

31-Dec-23

 

Net income (loss)

$

(7,552)

$

(21,023)

$

(28,575)

$

2,406

$

(8,420)

$

(45,671)

$

3,575

$

(48,110)

Add (deduct):

Loss on extinguishment of debt

137

137

67

39

106

Gain on consolidation of Sponsored REIT

(394)

(394)

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

5

13,200

13,205

(8,392)

806

39,671

(8,701)

23,384

Management fee income

(462)

(443)

(905)

(374)

(427)

(460)

(446)

(1,707)

Depreciation and amortization

11,625

11,482

23,107

14,727

14,645

13,409

11,957

54,738

Amortization of above/below market leases

(6)

(6)

(12)

(18)

(12)

(9)

(6)

(45)

General and administrative

4,159

3,635

7,794

3,817

3,768

3,265

3,171

14,021

Interest expense

6,846

7,082

13,928

5,806

6,084

6,209

6,219

24,318

Interest income

(1,008)

(348)

(1,356)

(567)

(567)

Non-property specific items, net

164

169

333

95

127

151

(123)

250

Property NOI*

$

13,908

$

13,748

$

27,656

$

17,740

$

16,571

$

16,604

$

15,079

$

65,994


*

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

June 30, 2024| Page 11


Graphic

Debt Summary

(in thousands)

Outstanding

Interest

Interest

Maturity

Balance at:

Rate (a)

Rate at

    

Date

    

30-Jun-24

    

Components

    

30-Jun-24

 

BofA Term Loan

1-Apr-26

$

67,333

SOFR

 + 

3.00%

8.46%

BMO Term Loan Tranche B

1-Apr-26

86,037

SOFR

 + 

3.00%

8.46%

Series A Senior Notes

1-Apr-26

86,785

8.00%

Series B Senior Notes

1-Apr-26

62,845

8.00%

$

303,000

8.23%

The table above is a summary of our debt as of June 30, 2024.  Additional information on our debt can be found in our Quarterly Report on Form 10-Q for the three and six month periods ended June 30, 2024, which may be updated in our future Quarterly Reports on Form 10-Q, on file with the U.S. Securities and Exchange Commission.  
On February 8, 2023, we terminated all remaining interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we received an aggregate of approximately $4.3 million as a result of such terminations.  
On February 21, 2024, we entered into an amendment to the credit agreement evidencing our BMO Term Loan Tranche B.  On February 21, 2024, as part of the amendment to the credit agreement, we repaid a $29.0 million portion of the BMO Term Loan, so that $86.0 million of the principal amount remains outstanding.  The amendment, among other items, extended the maturity date from October 1, 2024 to April 1, 2026.  
On February 21, 2024, we entered into an amendment to the credit agreement evidencing our BofA Revolver.  On February 21, 2024, as part of the amendment to the revolving line of credit agreement, we repaid a $22.7 million portion of the $90 million then outstanding, so that $67.3 million of the principal amount remains outstanding.  The amendment, among other items, extended the maturity date from October 1, 2024 to April 1, 2026 and converted the revolving loan to a term loan.  
On February 21, 2024, we entered into an amendment to the note purchase agreement evidencing our $200 million of Senior Notes.  On February 21, 2024, as part of the amendment to the note purchase agreement, we repaid a $29.2 million portion of the Series A Notes, so that $86.8 million of the principal amount remains outstanding.  On February 21, 2024, as part of the amendment to note purchase agreement, we repaid a $21.2 million portion of the Series B Notes, so that $62.8 million of the principal amount remains outstanding. The amendment, among other items, changed the maturity date applicable to the Series A Notes from December 20, 2024 to April 1, 2026, and changed the maturity date applicable to the Series B Notes from December 20, 2027 to April 1, 2026.  
On July 8, 2024, we sold a property located in Glen Allen, Virginia for a gross selling price of $31 million and on July 10, 2024, we used approximately $25.3 milllion of net proceeds to repay our outstanding debt pari passu based on principal amounts then outstanding.    
We incurred financing costs, some of which are deferred and amortized into interest expense during the terms of the loans we execute.  We estimate the future annualized amount of the amortization included in interest expense will be approximately $3.3 million.  

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

June 30, 2024| Page 12


Graphic

Capital Analysis

(in thousands, except per share amounts)

31-Mar-24

30-Jun-24

31-Mar-23

30-Jun-23

30-Sep-23

31-Dec-23

Market Data:

    

    

  

  

    

    

    

  

Shares Outstanding

103,430

103,567

103,236

103,430

103,430

103,430

Closing market price per share

$

2.27

$

1.53

$

1.57

$

1.45

$

1.85

$

2.56

Market capitalization

$

234,787

$

158,457

$

162,080

$

149,974

$

191,346

$

264,782

Total debt outstanding excluding unamortized financing costs

303,000

303,000

400,000

400,000

395,000

405,000

Total Market Capitalization

$

537,787

$

461,457

$

562,080

$

549,974

$

586,346

$

669,782

Dividend Data:

Total dividends declared for the quarter

$

1,034

$

1,034

$

1,033

$

1,032

$

1,034

$

1,034

Common dividend declared per share

$

0.01

$

0.01

$

0.01

$

0.01

$

0.01

$

0.01

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

(14)%

(5)%

43%

(12)%

(2)%

29%

Declared dividend as a % of AFFO* per share

(157)%

200%

57%

(114)%

58%

(23)%

Liquidity:

Cash, cash equivalents and restricted cash

$

37,779

$

31,495

$

13,110

$

6,697

$

13,043

$

127,880

Revolver (converted to Term Loan 2/21/24):

Gross potential available under the BofA Revolver

150,000

150,000

150,000

125,000

Less:

Outstanding balance

(75,000)

(75,000)

(80,000)

(90,000)

Total Liquidity

$

37,779

$

31,495

$

88,110

$

81,697

$

83,043

$

162,880


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

June 30, 2024| Page 13


Graphic

Owned & Consolidated Portfolio Overview

As of the Quarter Ended

    

30-Jun-24

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

 

Total Owned Properties:

Number of properties (a)

16

16

17

19

20

Square feet

5,264,416

5,264,416

5,565,782

5,992,700

6,056,898

Leased percentage

72.3%

73.3%

74.0%

74.8%

75.7%

Consolidated Property - Single Asset REIT (SAR):

Number of properties

1

1

1

1

1

Square feet

213,760

213,760

213,760

213,760

213,760

Leased percentage

4.1%

4.1%

4.1%

4.1%

4.1%

Total Owned and Consolidated Properties:

Number of properties

17

17

18

20

21

Square feet

5,478,176

5,478,176

5,779,542

6,206,460

6,270,658

Leased percentage

69.7%

70.6%

71.5%

72.4%

73.3%

(a)Includes properties that were classified as assets held for sale.

June 30, 2024| Page 14


Graphic

Owned & Consolidated Portfolio Overview

Percent

Wtd Occupied

GAAP

Percent

Wtd Occupied

GAAP

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

    

    

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

 

East Region

Midwest Region

Richmond, VA

Minneapolis

Innsbrook (c)

Glen Allen

VA

298,183

89.6%

79.1%

$

19.93

121 South 8th Street

Minneapolis

MN

297,541

77.6%

77.6%

$

25.72

801 Marquette Ave

Minneapolis

MN

129,691

91.8%

91.8%

25.48

Plaza Seven

Minneapolis

MN

330,096

61.6%

60.0%

29.66

Indianapolis, IN

Monument Circle (d)

Indianapolis

IN

213,760

4.1%

4.1%

33.91

East Region Total

298,183

89.6%

79.1%

$

19.93

Midwest Region Total

971,088

57.9%

57.3%

$

27.20


(a)Weighted Occupied Percentage for the six months ended June 30, 2024.
(b)Weighted Average GAAP Rent per Occupied Square Foot.
(c)Property was classified as an asset held for sale as of June 30, 2024 and was sold on July 8, 2024.
(d)Consolidated as of January 1, 2023, property held by Single Asset REIT (SAR).

June 30, 2024| Page 15


Graphic

Owned & Consolidated Portfolio Overview

Percent

Wtd Occupied

GAAP

Percent

Wtd Occupied

GAAP

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

    

    

MSA / Property Name

    

City

    

State

    

Square Feet

    

Leased

    

Percentage (a)

    

Rent (b)

 

South Region

West Region

Dallas-Fort Worth

Denver

Legacy Tennyson Center

Plano

TX

209,562

53.1%

51.9%

$

31.07

1999 Broadway

Denver

CO

682,639

50.7%

51.2%

$

35.13

Addison Circle

Addison

TX

289,333

79.4%

79.4%

34.92

Greenwood Plaza

Englewood

CO

196,236

65.0%

65.6%

28.96

Liberty Plaza

Addison

TX

217,841

75.9%

74.6%

25.56

1001 17th Street

Denver

CO

649,235

76.5%

71.1%

37.59

600 17th Street

Denver

CO

612,135

78.8%

78.5%

34.64

Houston

Park Ten

Houston

TX

157,609

82.1%

79.9%

29.20

West Region Total

2,140,245

67.9%

66.4%

$

35.21

Eldridge Green

Houston

TX

248,399

100.0%

100.0%

26.36

Park Ten Phase II

Houston

TX

156,746

66.9%

90.3%

29.95

Total Owned & Consolidated Properties

5,478,176

69.7%

68.3%

$

30.85

Westchase I & II

Houston

TX

629,025

66.5%

61.2%

27.36

Atlanta

Pershing Plaza (c)

Atlanta

GA

160,145

79.8%

79.8%

39.59

South Region Total

2,068,660

74.2%

74.0%

$

29.82


(a)Weighted Occupied Percentage for the six months ended June 30, 2024.
(b)Weighted Average GAAP Rent per Occupied Square Foot.
(c)Property was classified as an asset held for sale as of June 30, 2024.

June 30, 2024| Page 16


Graphic

Tenants by Industry

(Owned and Consolidated Properties by Square Feet)

Graphic

June 30, 2024| Page 17


Graphic

20 Largest Tenants with Annualized Rent and Remaining Term

(Owned and Consolidated Properties)

Remaining

Aggregate

% of Aggregate

Tenant

Number of

Lease Term

Leased

% of Total

Annualized

Leased

    

Name

    

Leases

    

in Months

    

Square Feet

    

Square Feet

    

Rent (a)

    

Annualized Rent

 

1

CITGO Petroleum Corporation

1

105

248,399

4.5%

$

7,384,902

6.3%

2

EOG Resources, Inc.

1

30

169,167

3.1%

6,392,821

5.4%

3

US Government (b)

2

19, 79

168,573

3.1%

6,468,376

5.5%

4

Commonwealth of Virginia (c)

1

121

127,500

2.3%

416,747

0.4%

5

Kaiser Foundation Health Plan, Inc.

1

59

120,979

2.2%

3,911,586

3.3%

6

Swift, Currie, McGhee & Hiers, LLP

1

111

101,296

1.9%

4,313,600

3.7%

7

Deluxe Corporation

1

157

98,922

1.8%

2,988,895

2.5%

8

ChemTreat Inc. (d)

1

89, 90

94,456

1.7%

865,511

0.7%

9

Ping Identity Corp.

1

24

89,856

1.7%

3,786,532

3.2%

10

Permian Resources Operating, LLC

1

88

67,856

1.2%

2,970,057

2.5%

11

PwC US Group (e)

1

1, 55

66,304

1.2%

2,327,301

2.0%

12

Hall and Evans LLC

1

62

65,878

1.2%

2,574,309

2.2%

13

Cyxtera Management, Inc.

1

67

61,826

1.1%

2,435,326

2.1%

14

Precision Drilling (US) Corporation

1

47

59,569

1.1%

2,074,193

1.8%

15

Olin Corporation

1

69

54,080

1.0%

1,766,793

1.5%

16

Coresite, LLC

1

137

49,518

0.9%

2,038,656

1.7%

17

Schwegman, Lundberg & Woessner, P.A.

1

43

46,269

0.8%

1,406,279

1.2%

18

Invenergy, LLC. (f)

2

4, 132

42,505

0.8%

299,647

0.3%

19

Ark-La-Tex Financial Services, LLC.

1

33

41,011

0.8%

1,525,038

1.3%

20

Chevron U.S.A., Inc.

1

38

35,088

0.6%

1,510,188

1.3%

Total

1,809,052

33.0%

$

57,456,757

48.9%


Footnotes on next page

June 30, 2024| Page 18


Graphic

20 Largest Tenants with Annualized Rent and Remaining Term

(Owned and Consolidated Properties)

Footnotes:

(a) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at June 30, 2024 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.

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

(c) Lease (i) commenced for 100,010 square feet in January 2024 with rent commencing on August 1, 2024 and (ii) commenced for 27,490 square feet on May 1, 2024 with rent commencing on July 1, 2025. This property was sold on July 8, 2024.

(d) Includes 44,908 square feet commencing on August 1, 2024 with rent commencing January 1, 2025. This property was sold on July 8, 2024.

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

(f) Includes 7,417 square feet expiring in 2024; 28,013 square feet commencing on November 1, 2024 and 7,075 square feet commencing in 2026 and 2027.

June 30, 2024| Page 19


Graphic

Leasing Activity

(Owned and Consolidated Properties)

Year

Year

    

Six Months Ended

Ended

    

Ended

 

Leasing Activity

30-Jun-24

30-Jun-23

31-Dec-23

31-Dec-22

(in Square Feet - SF)

New leasing

92,000

176,000

228,000

275,000

Renewals and expansions

180,000

269,000

478,000

160,000

272,000

445,000

706,000

435,000

Other information per SF

(Activity on a year-to-date basis)

GAAP Rents on leasing

$

28.10

$

29.14

$

29.71

$

33.27

Weighted average lease term

6.1 Years

6.6 Years

6.8 Years

6.4 Years

Increase over average GAAP rents in prior year (a)

12.0%

7.2%

7.4%

10.6%

Average free rent

4 Months

5 Months

6 Months

6 Months

Tenant Improvements

$

28.18

$

20.90

$

22.42

$

31.86

Leasing Costs

$

8.57

$

10.27

$

10.56

$

11.80

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

June 30, 2024| Page 20


Graphic

Lease Expirations by Square Feet

(Owned and Consolidated Properties)

Graphic

June 30, 2024| Page 21


Graphic

Lease Expirations with Annualized Rent per Square Foot (SF)

(Owned and Consolidated Properties)

Rentable

Annualized

Percentage

Number of

Square

Rent

of Total

Year of

Leases

Footage

Annualized

Per Square

Annualized

Lease

Expiring

Subject to

Rent Under

Foot Under

Rent Under

Expiration

Within the

Expiring

Expiring

Expiring

Expiring

Cumulative

December 31,

    

Year (a)

    

Leases (e)

    

Leases (b)

    

Leases

    

Leases

Total

 

2024

22

(c)

171,693

$

5,311,853

$

30.94

4.6%

4.6%

2025

54

476,539

16,612,257

34.86

14.1%

18.7%

2026

40

552,224

19,397,984

35.13

16.5%

35.2%

2027

28

295,314

10,159,656

34.40

8.6%

43.8%

2028

20

239,307

7,609,966

31.80

6.5%

50.3%

2029

32

492,044

14,661,408

29.80

12.5%

62.8%

2030

11

248,946

8,438,638

33.90

7.2%

70.0%

2031

8

256,836

9,565,128

37.24

8.2%

78.2%

2032

6

139,884

1,102,971

7.88

0.9%

79.1%

2033

7

461,076

15,992,456

34.69

13.6%

92.7%

2034 and thereafter

36

482,916

(d)

8,598,144

17.80

7.3%

100.0%

Leased total

264

3,816,779

$

117,450,460

$

30.77

100.0%

Owned property vacant SF

1,456,352

Monument Circle vacant SF (e)

205,045

Total Portfolio Square Footage

5,478,176


(a)The number of leases approximates the number of tenants. Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year.
(b)Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at June 30, 2024 multiplied by 12. Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges.
(c)Includes 2 leases that are month-to-month.
(d)Includes 53,315 square feet that are non-revenue producing building amenities.
(e)Includes one property known as Monument Circle that was consolidated in our financial statements effective January 1, 2023. Please see the note: Consolidation of Sponsored REIT on page 25 for more information.

June 30, 2024| Page 22


Graphic

Capital Expenditures

(Owned and Consolidated Properties)

(in thousands)

Six Months

For the Three Months Ended

Ended

    

31-Mar-24

    

30-Jun-24

    

30-Jun-24

Tenant improvements

$

2,619

$

2,558

$

5,177

Deferred leasing costs

2,237

511

2,748

Non-investment capex

1,019

1,480

2,499

Total Capital Expenditures

$

5,875

$

4,549

$

10,424

For the Three Months Ended

Year Ended

    

31-Mar-23

    

30-Jun-23

    

30-Sep-23

    

31-Dec-23

    

31-Dec-23

Tenant improvements

$

3,047

$

4,381

$

3,653

$

5,295

$

16,376

Deferred leasing costs

908

3,230

1,114

1,649

6,901

Non-investment capex

2,967

2,042

1,775

5,230

12,014

Total Capital Expenditures

$

6,922

$

9,653

$

6,542

$

12,174

$

35,291


First generation leasing and investment capital was $0 for the six months ended June 30, 2024 and $1.5 million for the year ended December 31, 2023.

June 30, 2024| Page 23


Graphic

Disposition Activity

(in thousands except for Square Feet)

Recent Dispositions:

Gross Sale

Gain (loss)

    

City

    

State

    

Square Feet

    

Date Sold

    

Proceeds

    

on Sale

 

2024

Collins Crossing

Richardson

TX

300,887

1/26/24

$

35,000

$

(2,145)

Innsbrook

Glenn Allen

VA

298,183

7/8/2024

31,000

(13,200)

2023

Northwest Point

Elk Grove

IL

177,095

3/10/23

$

29,125

$

8,391

Forest Park

Charlotte

NC

64,198

8/9/23

9,200

(844)

Liberty Plaza (a)

Addison

TX

n/a

8/23/23

157

53

One Legacy Circle

Plano

TX

214,110

10/26/23

48,000

10,558

Blue Lagoon Drive

Miami

FL

213,182

12/6/23

68,000

(18,872)

2022

380 Interlocken

Broomfield

CO

240,359

8/31/22

$

42,000

$

5,665

390 Interlocken

Broomfield

CO

241,512

8/31/22

60,500

18,412

909 Davis

Evanston

IL

195,098

12/28/22

27,750

3,939

2021

One Ravinia

Atlanta

GA

386,602

5/27/21

$

74,879

$

29,075

Two Ravinia

Atlanta

GA

411,047

5/27/21

71,771

29

One Overton Park

Atlanta

GA

387,267

5/27/21

72,850

(6,336)

Loudoun Tech Center

Dulles

VA

136,658

6/29/21

17,250

(2,148)

River Crossing

Indianapolis

IN

205,729

8/31/21

35,050

(1,734)

Timberlake

Chesterfield

MO

234,496

9/23/21

44,667

6,184

Timberlake East

Chesterfield

MO

117,036

9/23/21

22,333

4,111

999 Peachtree

Atlanta

GA

621,946

10/22/21

223,900

86,766

Meadow Point

Chantilly

VA

138,537

11/16/21

25,500

1,878

Stonecroft

Chantilly

VA

111,469

11/16/21

14,500

(4,768)

2020

Emperor Boulevard

Durham

NC

259,531

12/23/20

$

89,700

$

41,928

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

June 30, 2024| Page 24


Graphic

Loan Portfolio of Secured Real Estate

(in thousands)

(dollars in thousands, except footnotes)

Maximum

Amount

Interest

Maturity

Amount

Outstanding

Rate at

Sponsored REIT

    

Location

    

Date

    

of Loan

    

30-Jun-24

    

30-Jun-24

 

Mortgage loan secured by property

FSP Monument Circle LLC (1)

Indianapolis, IN

30-Sep-24

$

24,000

$

24,000

7.51%

$

24,000

$

24,000


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

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

Consolidation of Sponsored REIT 

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

Additional information about the consolidation of Monument Circle can be found in Note 1, “Organization, Properties, Basis of Presentation, Financial Instruments, and Recent Accounting Standards – Variable Interest Entities (VIEs)” and Note 2, “Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023

June 30, 2024| Page 25


Graphic

Net Asset Value Components

(in thousands except per share data)

As of

    

30-Jun-24

 

    

Assets:

    

Other information:

Total Market Capitalization Values

Straight-line rent receivable

$

38,901

Leased SF to be FFO producing

    

Shares outstanding

103,566.7

Assets held for sale

67,823

during 2024-2027 (in 000's)

126

Closing price

$

1.53

Cash, cash equivalents and restricted cash

31,495

Market capitalization

$

158,457

Tenant rent receivables

2,349

Straight-line rental revenue current quarter

$

(258)

Debt

303,000

Prepaid expenses

3,213

Total Market Capitalization

$

461,457

Office computers and furniture

92

Other assets:

Deferred financing costs, net

5,785

3 Months

Other assets - Right-to-Use Asset

851

Ended

$

150,509

NOI Components

30-Jun-24

Same Store NOI (1)

$

13,819

Acquisitions (1) (2)

Liabilities:

Property NOI (1)

13,819

Debt (excluding contra for unamortized financing costs)

$

303,000

Footnotes to the components

Full quarter adjustment (3)

Accounts payable & accrued expenses

26,065

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

Stabilized portfolio

$

13,819

Tenant security deposits

6,248

Other liabilities: lease liability

859

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

$

336,172

Financial Statement Reconciliation:

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

Rental Revenue

$

30,818

Rental operating expenses

(11,027)

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

Real estate taxes and insurance

(5,727)

NOI from dispositions & acquisition properties

(89)

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

Taxes (4)

(48)

Management & other fees (5)

(108)

Property NOI (1)

$

13,819

June 30, 2024| Page 26


Graphic

Appendix: Non-GAAP Financial Measure Definitions

Definition of Funds From Operations (“FFO”)

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

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

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

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

June 30, 2024| Page 27


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

Definition of Property Net Operating Income (Property NOI)

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

June 30, 2024| Page 28


Graphic

Appendix: Non-GAAP Financial Measure Definitions

Definition of Adjusted Funds From Operations (AFFO)

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

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

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

June 30, 2024| Page 29


Graphic

Investor Relations Contact

Georgia Touma ~ 877.686.9496

InvestorRelations@fspreit.com

Franklin Street Properties Corp.

Supplemental Operating & Financial Data

401 Edgewater Place ~Wakefield, MA 01880

781.557.1300 ~ www.fspreit.com

June 30, 2024| Page 30


v3.24.2
Document and Entity Information
Jul. 30, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jul. 30, 2024
Entity File Number 001-32470
Entity Registrant Name Franklin Street Properties Corp.
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 04-3578653
Entity Address, Address Line One 401 Edgewater Place
Entity Address, Adress Line Two Suite 200
Entity Address, State or Province MA
Entity Address, City or Town Wakefield
Entity Address, Postal Zip Code 01880
City Area Code 781
Local Phone Number 557-1300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $.0001 par value per share
Trading Symbol FSP
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false
Entity Central Index Key 0001031316
Amendment Flag false
v3.24.2
Document Information
Jul. 30, 2024
Cover [Abstract]  
Document Type 8-K
Amendment false
CIK 0001031316
Registrant Name Franklin Street Properties Corp.
Period End Date Jul. 30, 2024

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