EX-99 2 ex99-1.htm INVESTOR PRESENTATION JUNE 2015

This presentation may contain forward-looking statements based on current judgments and current knowledge of management, which 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, economic conditions in the United States, 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, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy, geopolitical events, expenditures that cannot be anticipated such as utility rate and usage increases, unanticipated repairs, additional staffing, insurance increases, real estate tax valuation reassessments and our failure to maintain our status as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended. Readers are advised to refer to the “Risk Factors” section of our quarterly reports on Form 10-Q and our Annual Report on Form 10-K for additional information concerning these risks and uncertainties. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We do not undertake a duty to update or revise any forward-looking statements contained in this presentation, whether as a result of new information, future events or otherwise.

Unless otherwise indicated, all information contained in this presentation is as of March 31, 2015. This presentation contains references to Funds from Operations (“FFO”), Adjusted FFO (“AFFO”) and Adjusted EBITDA. Such measurements are non-GAAP (Generally Accepted Accounting Principles) financial measures. Please refer to pages 16 through 20 for definitions and reconciliations of GAAP net income to FFO and Adjusted EBITDA. Past financial performance is not a guarantee of future financial performance. Franklin Street Properties Corp. (“FSP”) assumes no obligation to update or revise the financial information contained in this presentation.

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Source: Public Company Filings and Disclosures.

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Source: Public Company Filings and Disclosures.

Note: Includes FSP owned portfolio only.

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Source: Public Company Filings and Disclosures.

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Source: Public Company Filings and Disclosures.

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| (1) | Source: CoStar

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Source: SNL Financial as of May 18, 2015.

| (1) | Peers include BDN, CLI, CXP, CUZ, EQC, HIW, OFC, PDM, PKY.

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Source: SNL Financial as of March 31, 2015.

| (1) | Different REITs may calculate Adjusted EBITDA in different ways. Please refer to pages 19 & 20 for FSP’s definition of Adjusted EBITDA and a reconciliation of GAAP net income to Adjusted EDITDA. Adjusted EBITDA is a non-GAAP financial measure on which undue reliance should not be placed.

| (2) | The metric of Net Debt is defined as total debt less cash and cash equivalents, which is divided by annualized Q1 2015 Adjusted EBITDA.

| (3) | Metric calculated using most recent quarterly data.

| (4) | HIW does not include principal amortization.

| (5) | Peers include BDN, CLI, CXP, CUZ, EQC, HIW, OFC, PDM, PKY.

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Source: SNL Financial as of May 18, 2015.

| (1) | Peers include BDN, CLI, CXP, CUZ, EQC, HIW, OFC, PDM, PKY.

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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 (computed in accordance with GAAP), excluding gains (or losses) from sales of property and acquisition costs of newly acquired properties that are not capitalized, plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.

FFO should not be considered as an alternative to net income (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 in our 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 and cash flows from operating, investing and financing activities in the consolidated financial statements.

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Definition of Adjusted Funds From Operations (AFFO)

The Company defines AFFO as the sum of (1) FFO; (2) excluding our proportionate share of FFO and including distributions received, from non-consolidated REITs; (3) excluding the effect of straight-line rent; (4) plus deferred financing costs, (5) less recurring capital expenditures that are generally for (a) 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 (determined in accordance with GAAP), 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 and cash flows from operating, investing and financing activities in the consolidated financial statements.

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FFO & AFFO Reconciliation
(in thousands, except per share amounts)

|  | For the Three |  |  |  |  |  |  |  |  |  |  |  |  |  |  | For the |
|  | Months Ended |  |  | For the Three Months Ended |  |  | Year Ended |
|  | 31-Mar-15 |  |  | 31-Mar-14 |  |  | 30-Jun-14 |  |  | 30-Sep-14 |  |  | 31-Dec-14 |  |  | 31-Dec-14 |
Net income |  | $ | 12,533 |  |  | $ | 3,573 |  |  | $ | 3,713 |  |  | $ | 1,567 |  |  | $ | 4,295 |  |  | $ | 13,148 |
(Gain) loss on sale, less applicable income tax |  |  | (10,462 | ) |  |  | — |  |  |  |  |  |  |  |  |  |  |  | (940 | ) |  |  | (940 | )
GAAP income from non-consolidated REITs |  |  | 322 |  |  |  | 484 |  |  |  | 552 |  |  |  | 455 |  |  |  | 269 |  |  |  | 1,760 |
FFO from non-consolidated REITs |  |  | 601 |  |  |  | 419 |  |  |  | 351 |  |  |  | 508 |  |  |  | 652 |  |  |  | 1,930 |
Depreciation & amortization |  |  | 22,678 |  |  |  | 24,289 |  |  |  | 23,638 |  |  |  | 25,374 |  |  |  | 23,249 |  |  |  | 96,550 |
NAREIT FFO* |  |  | 25,672 |  |  |  | 28,765 |  |  |  | 28,254 |  |  |  | 27,904 |  |  |  | 27,525 |  |  |  | 112,448 |
Acquisition costs |  |  | — |  |  |  | 14 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 14 |
Funds From Operations (FFO)* |  | $ | 25,672 |  |  | $ | 28,779 |  |  | $ | 28,254 |  |  | $ | 27,904 |  |  | $ | 27,525 |  |  | $ | 112,462 |
Adjusted Funds From Operations (AFFO)* |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Funds From Operations (FFO)* |  |  | 25,672 |  |  |  | 28,779 |  |  |  | 28,254 |  |  |  | 27,904 |  |  |  | 27,525 |  |  |  | 112,462 |
Reverse FFO from non-consolidated REITs |  |  | (601 | ) |  |  | (419 | ) |  |  | (351 | ) |  |  | (508 | ) |  |  | (652 | ) |  |  | (1,930 | )
Distributions from non-consolidated REITs |  |  | 27 |  |  |  | 27 |  |  |  | 27 |  |  |  | 27 |  |  |  | 26 |  |  |  | 107 |
Amortization of deferred financing costs |  |  | 517 |  |  |  | 499 |  |  |  | 499 |  |  |  | 498 |  |  |  | 506 |  |  |  | 2,002 |
Straight-line rent |  |  | (69 | ) |  |  | (1,783 | ) |  |  | (1,541 | ) |  |  | (714 | ) |  |  | (698 | ) |  |  | (4,736 | )
Tenant improvements |  |  | (2,936 | ) |  |  | (1,132 | ) |  |  | (1,837 | ) |  |  | (2,612 | ) |  |  | (4,244 | ) |  |  | (9,825 | )
Leasing commissions |  |  | (830 | ) |  |  | (1,080 | ) |  |  | (2,786 | ) |  |  | (577 | ) |  |  | (1,405 | ) |  |  | (5,848 | )
Non-investment capex |  |  | (643 | ) |  |  | (364 | ) |  |  | (1,621 | ) |  |  | (700 | ) |  |  | (851 | ) |  |  | (3,536 | )
Adjusted Funds From Operations (AFFO)* |  | $ | 21,137 |  |  | $ | 24,527 |  |  | $ | 20,644 |  |  | $ | 23,318 |  |  | $ | 20,207 |  |  | $ | 88,696 |
Per Share Data: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
EPS |  | $ | 0.13 |  |  | $ | 0.04 |  |  | $ | 0.04 |  |  | $ | 0.02 |  |  | $ | 0.04 |  |  | $ | 0.13 |
FFO* |  |  | 0.26 |  |  |  | 0.29 |  |  |  | 0.28 |  |  |  | 0.28 |  |  |  | 0.27 |  |  |  | 1.12 |
AFFO* |  |  | 0.21 |  |  |  | 0.24 |  |  |  | 0.21 |  |  |  | 0.23 |  |  |  | 0.20 |  |  |  | 0.89 |
Weighted Average Shares (basic and diluted) |  |  | 100,187 |  |  |  | 100,187 |  |  |  | 100,187 |  |  |  | 100,187 |  |  |  | 100,187 |  |  |  | 100,187 |

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

EBITDA is defined as net income plus interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA is defined as EBITDA excluding gains and losses on sales of properties or shares of equity investments or provisions for losses on assets held for sale. 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 is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to EBITDA and Adjusted EBITDA.

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EBITDA Reconciliation
(in thousands, except ratio amounts)

|  | Three Months |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Ended |  |  |  | For the Three Months Ended |  |  | Year Ended |
|  | 31-Mar-15 |  |  |  | 31-Mar-14 |  |  | 30-Jun-14 |  |  | 30-Sep-14 |  |  | 31-Dec-14 |  |  | 31-Dec-14 |
Net income |  | $ | 12,533 |  |  |  | $ | 3,573 |  |  | $ | 3,713 |  |  | $ | 1,567 |  |  | $ | 4,295 |  |  | $ | 13,148 |
Interest expense |  |  | 6,187 |  |  |  |  | 7,176 |  |  |  | 6,891 |  |  |  | 6,883 |  |  |  | 6,483 |  |  |  | 27,433 |
Depreciation and amortization |  |  | 22,678 |  |  |  |  | 24,289 |  |  |  | 23,638 |  |  |  | 25,374 |  |  |  | 23,249 |  |  |  | 96,550 |
Income taxes |  |  | 161 |  |  |  |  | 137 |  |  |  | 117 |  |  |  | 149 |  |  |  | 95 |  |  |  | 498 |
EBITDA |  |  | 41,559 |  |  |  |  | 35,175 |  |  |  | 34,359 |  |  |  | 33,973 |  |  |  | 34,122 |  |  |  | 137,629 |
Excluding (gain) loss on sale, less applicable income tax |  |  | (10,462 | ) |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (940 | ) |  |  | (940 | )
Adjusted EBITDA |  | $ | 31,097 |  |  |  | $ | 35,175 |  |  | $ | 34,359 |  |  | $ | 33,973 |  |  | $ | 33,182 |  |  | $ | 136,689 |
Interest expense |  | $ | 6,187 |  |  |  | $ | 7,176 |  |  | $ | 6,891 |  |  | $ | 6,883 |  |  | $ | 6,483 |  |  | $ | 27,433 |
Scheduled principal payments |  |  | — |  |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Interest and scheduled principal payments |  | $ | 6,187 |  |  |  | $ | 7,176 |  |  | $ | 6,891 |  |  | $ | 6,883 |  |  | $ | 6,483 |  |  | $ | 27,433 |
Interest coverage ratio |  |  | 5.03 |  |  |  |  | 4.90 |  |  |  | 4.99 |  |  |  | 4.94 |  |  |  | 5.12 |  |  |  | 4.98 |
Debt service coverage ratio |  |  | 5.03 |  |  |  |  | 4.90 |  |  |  | 4.99 |  |  |  | 4.94 |  |  |  | 5.12 |  |  |  | 4.98 |
Debt |  | $ | 860,000 |  |  |  | $ | 936,500 |  |  | $ | 916,500 |  |  | $ | 905,000 |  |  | $ | 888,000 |  |  |  |  |
Less cash and cash equivalents |  |  | (14,945 | ) |  |  |  | (20,031 | ) |  |  | (18,455 | ) |  |  | (15,930 | ) |  |  | (7,519 | ) |  |  |  |
Net Debt |  | $ | 845,055 |  |  |  | $ | 916,469 |  |  | $ | 898,045 |  |  | $ | 889,070 |  |  | $ | 880,481 |  |  |  |  |
Adjusted EBITDA |  |  | 31,097 |  |  |  |  | 35,175 |  |  |  | 34,359 |  |  |  | 33,973 |  |  |  | 33,182 |  |  |  |  |
Annualized |  |  | 124,388 |  |  |  |  | 140,700 |  |  |  | 137,436 |  |  |  | 135,892 |  |  |  | 132,728 |  |  |  |  |
Net Debt-to-EBITDA |  |  | 6.8 |  |  |  |  | 6.5 |  |  |  | 6.5 |  |  |  | 6.5 |  |  |  | 6.6 |  |  |  |  |

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