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Operator: Good morning. Thank you for attending today’s Franklin Street Properties Corporation Fourth Quarter and Full Year 2022 Results Conference Call. My name is Megan, and I’ll be your moderator for today’s call. I would now like to pass the conference over to Scott Carter, General Counsel. Scott, please go ahead.

Scott Carter: Good morning and welcome to the Franklin Street Properties fourth quarter 2022 earnings call. Joining me this morning are George Carter, our Chief Executive Officer; John Demeritt, our Chief Financial Officer; Jeff Carter, our President and Chief Investment Officer and John Donahue, President of FSP Property Management. Also joining me this morning are Toby Daley and Will Friend, both Executive Vice Presidents of FSP Property Management. Please note that various remarks that we may make about future expectations, plans and prospects for the company may constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our annual report on Form 10-K for the year ended December 31, 2022, which is on file with the SEC.

In addition, these forward-looking statements represent the company’s expectations only as of today, February 15, 2023. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing the company’s estimates or views as of any date subsequent to today. At times during this call, we may refer to funds from operations, or FFO. Reconciliations of FFO and other non-GAAP financial measures to GAAP net income are contained in yesterday’s press release, which is available in the Investor Relations section of our website at www.fspreit.com. Now I’ll turn the call over to John Demeritt. John?

John Demeritt: Thank you, Scott, and good morning, everyone. I’m going to give a brief overview of the fourth quarter and yearend results of our company. Afterward, I’ll pass the call to George for his comments. As a reminder, our comments today will refer to our earnings release, supplemental package and 10-K, which as Scott mentioned, can be found on our website. We reported funds from operation or FFO of about $10.5 million dollars or $0.10 per share for the fourth quarter and $41.3 million or $0.40 per share for the full year of ’22. We reported GAAP net income — I’m sorry, GAAP net loss of about $2.9 million or $0.03 a share for the fourth quarter and GAAP net income of about $1.1 million, or $0.01 per share for the full year of ’22.

On December 28, 2022, we sold an office property located in Evanston, Illinois for a sale price of $27.8 million that resulted in a gain of $3.9 million. We used the proceeds from this sale to repay a portion of our revolver balance. We finished ’22 at a net debt-to-EBITDA ratio of 6.3 times. At December 31, ’22, we had $413 million of debt outstanding, and our debt service coverage ratio was 2.84 times. These calculations are disclosed in the supplemental filing. We remain focused on showing the value of our assets to our shareholders from select dispositions and repayment of bank debt. Since our disposition program began in late 2020, we have repaid about $617 million in bank-related debt, which is about 60% of our total debt. Our strategy has been and continues to be to make dispositions and repayment of bank debt.

With this in mind, we’re pleased to report that we have rightsized and extended the maturities of our revolver and term loan through October 01, 2024. We very much appreciate the support and got 100% participation from our long-standing bank group for both facilities. We think the extensions align well with our current footprint and continued efforts to reduce or eliminate bank debt. We believe that these extensions are well suited to our plans and for our shareholders not to bear the expense of potentially unneeded capacity or term. With that, I’ll turn the call over to George. George?

George Carter: Thank you, John. And again, welcome to Franklin Street Properties Fourth Quarter Full Year 2022 Earnings Call. As the first quarter of 2023 began, 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 continue to seek to increase shareholder value by pursuing the sale of select properties where we believe that short- to intermediate-term valuation potential has been reached. . And we will continue striving to lease vacant space. We intend to use proceeds from property dispositions primarily for continued debt reduction. We are not currently providing disposition guidance for 2023, primarily for competitive reasons and the reality, at least at this time, that office property sales activity is very choppy and uncertain.

However, we do anticipate meaningful dispositions in 2023 and have several properties currently in some stage of potential disposition activity. Liquidity in the capital markets for our office properties or for office properties in general has shown itself at least to us, in our disposition activity to be a much bigger gating factor to sales consummation than price. Jeff will talk more about this in a few minutes. As John Demeritt referenced in his opening remarks, because of the higher degree of unpredictability relative to the timing of any property dispositions and subsequent receipt of proceeds, we extended our revolver and our last remaining term loan to October of 2024. Leasing currently vacant space and the FSP Property portfolio has a lot of potential upside impact on our future FFO metric.

Both because we have a meaningful amount of vacant space to lease and because many of our larger properties with the most current vacancy are in markets that have to date but struggling more than others. Those markets are now finally starting to gain some real traction. Our Denver CBD properties and in Houston, our West Chase 1 and 2 assets are some examples. Both the CBD and Denver as well as our Houston locations have larger exposure to energy-related tenancy. Many of those tenants are just now starting to consider expanded space requirements again after a long hiatus. Also, the high-rise CBD office buildings in Denver have until recently had slower momentum than post COVID employees back to the office dynamic. And across our entire portfolio, we continue to see, in general, a slow steady increase in the percentage of our tenants and employees that are working more days in the office.

Ultimately, this broader return to the office trend will help the corporate decision makers determine their office space needs and make firm leasing decisions for the future. For more color on our leasing activity, I will now turn the call over to John Donahue, President of FSP Management Corp. John?

John Donahue: Thank you, George. Good morning, everyone. The FSP portfolio was approximately 75.6% leased at the end of the fourth quarter compared to 75.9% leased at the end of the third quarter. The decrease was primarily attributable to an asset disposition and lease maturities. Economic occupancy was approximately 74.1% at the end of the fourth quarter compared to 72.7% occupied at the end of the third quarter. . The increase was due to new tenant lease commencements. FSP finalized approximately 435,000 square feet of total leasing during calendar 2022 and approximately 92,000 square feet during the fourth quarter of 2022. FSP executed approximately 275,000 square feet of new tenant leases during the year. Demand for office space during calendar 2022 trended downward as sublease space increased and overall availabilities inched higher with each successive quarter.

The prospective tenant pipeline in both suburban and urban areas has been dominated by small-to-midsize requirements below 20,000 square feet and particularly in professional and business services. As we mentioned in the previous quarter, many companies have shifted to a defensive mode in regards to occupancy decisions. As we begin the new year, FSP has been encouraged by the recent pickup in tours and requests for proposals, including energy-related prospects in suburban Houston as well as Downtown Denver. We are currently tracking over 500,000 square feet of prospective tenants for new leases, including approximately 300,000 square feet of prospects that have identified FSP assets on their respective short lists. Lease expirations for calendar 2023 total approximately 398,000 square feet, representing approximately 6.4% of FSP’s portfolio.

At this time, FSP is working with existing tenants for renewals and expansions that total in excess of 200,000 square feet. Thank you. I will now turn it over to Jeff Carter.

Jeffrey Carter: Thank you, John. Good morning, everyone. We hope that everyone continues to remain safe and healthy. Building further on some of the comments from George, John Demeritt and John Donahue, FSP is focused on efforts to unlock value for our shareholders that we believe is not being accurately reflected in our current public share price. Our work centers on two key action areas. First, the continued sale of select properties that we judge to have met their short-to-intermediate term potential; and second, through efforts to lease our vacant space and renew existing tenant customers. Since our disposition program commenced in late 2020, FSP has and will continue to principally direct sales proceeds to reduce corporate indebtedness.

More specifically, FSP has reduced our debt by approximately 60% or $617 million. On the disposition front, during the fourth quarter of ’22, FSP completed the sale of 909 Davis in Evanston, Illinois on December 28 for $27.8 million in total gross proceeds, which resulted in a gain of approximately $3.9 million. And while we’re unable to disclose specific property sales metrics in aggregate, our completed and pending dispositions that began in late 2020 reflect a weighted average in-place cap rate of approximately 5.8% on both a cash and GAAP basis. The disposition environment is currently facing increased challenges due in part to constricted liquidity conditions that have reduced the ability of investors to obtain necessary debt and equity capital as well as macroeconomic uncertainties that influence both corporate decision-makers on prospective office space needs and investors on their conviction for new potential property acquisitions.

These circumstances and others have resulted in a notable decline in the volume of closings across real estate sectors, including significantly within the office segment. This trend began to accelerate meaningfully in the second half of 2022. It is too early yet in 2023 with too few data points being available to understand how this year is shaping up, but we will keep the market updated. With regard to our own specific disposition efforts, FSP continues to see interest from prospective buyers in the marketplace who remain interested in the acquisition of select, high-quality and well-located office properties. However, as we discussed last quarter, there are fewer buyers, and there are challenges currently in both the overall ability and the amount of time needed for prospective buyers to procure the debt and equity capital needed to facilitate the completion of sales.

For competitive reasons and in the interest of our shareholders, we are not providing specific asset disposition guidance or information, although potential property sales remain a key focal point for the firm as we strive to pay down debt and unlock value for shareholders. We will keep the market updated each quarter with all disposition progress as it occurs. And with that, we thank you for listening to our earnings conference call today. And now at this time, we’d like to open up the call for any questions. Megan?

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Operator: Our first question comes from the line of Rob Stevenson with Janney. Your line is now open.

Rob Stevenson: Good morning, guys. In terms of the ’23 and ’24 lease expirations, any known move-outs of size there that we should be thinking about in terms of the model?

John Donahue: Hey Rob, it’s John Donahue. Thank you for your question. Yes, as we look at the supplemental, the 20 largest tenants, Page 19 of the supplemental, you’ll see a few tenants on there that have near-term expirations, the most significant of which is Citicorp, which expires at the end of calendar ’23. And we are currently looking at that asset for potential disposition. Kaiser is the next tenant down, and that lease expires next year in the middle of the year, and we were in dialogue with them. We have been in dialogue with them and continuing to explore their space needs. It looks like they might downsize but they definitely want to remain there in some capacity. And then we have a large prospect for that property as well.

So looking forward to making some progress at Greenwood in suburban Denver. And then there’s a small downsizing for Argo, tenant #7 that’s footnoted there, you can find that there. They will vacate that small space. And then further down the list, we have another small downsizing coming later this year with Schwegman. Again, that’s footnoted. And then finally, EMC Corp. in Dallas. They had sublet a significant portion of their space. And so we’re in dialogue with the subtenants. And that’s it for the top 20 tenants, Rob. So we feel like we’re in pretty good shape there and look forward to giving you some updates as the year progresses.

Rob Stevenson: Okay. And then other question, George, you said in the release and on the call about the stock being undervalued. I guess the question I would have is why would the Board take stock buybacks off the table? Why not do both if you wind up doing significant asset sales this year? Why limit yourself in the near term?

George Carter: Rob, so as you know, for the last, really, almost three years, our primary objective has been debt reduction and achieving that debt reduction through property dispositions. Secondary objective was share repurchase, and we put together share repurchase program and was repurchasing shares when we were disposing of the amount of assets that we anticipated disposing of so that the disposition proceeds got split primarily again to debt reduction, but also to share repurchase. As you probably know, as we started 2022, we had expectations for property disposition to definitely be in the range in terms of amount of 2021’s dispositions. And 2022, we ran into this liquidity issue in the marketplace on property dispositions and property dispositions slowed down dramatically.

As you know, we kept reducing our disposition guidance sort of quarter after quarter last year to reflect the broader capital markets lack of liquidity, again, particularly for office. So as the dispositions started to tail off in terms of amount. So true did we want to both focus more on debt reduction as the primary objective with the less amount of proceeds we had. And at the same time, understand and realize that our two remaining bank maturities, the revolver and the term loan had maturity dates on them that — again, had we disposed of the amount of properties we anticipated to the beginning of 2022, those would have effectively been paid off and share repurchase would have continued. But again, share repurchase halt for now and focus on getting that debt repaid off prior to their now extended maturities is really the #1 objective.

And that’s really why we’ve suspended share repurchase.

Operator: Our next question comes from the line of Craig Kucera with B. Riley Securities. Your line is now open.

Craig Kucera: Your G&A has dropped quite a bit over the past couple of quarters. And I’m curious to hear, have there been any staffing reductions and should we expect G&A to be more in the $3 million range per quarter for the foreseeable future?

John Demeritt: I’ll take that one. Craig, this is John Demeritt. The drop that we had in ’22 compared to ’21 was primarily from personnel cost changes. We didn’t have any staff reductions. We had some people leave over the last year or so. But that’s been primarily what it was, some of that’s bonus compensation that was reduced. So that’s the reason for the decrease in G&A. I can’t really quote what G&A is going to be like…

Craig Kucera: G&A is going to be what? I’m sorry, I missed that.

John Demeritt: I said I can’t really quote what G&A is going to be in the future, but I mean, it should be a little lower in ’23 than it was ’22.

Craig Kucera: Okay, great. And just a housekeeping item. Did you guys — as far as lease termination fees this quarter, was that somewhere in the $800,000 range. .

John Demeritt: Yes, it was. For the full year ’22, it was $2.8 million and it was $0.5 million for ’21. We had four or five good-sized tenants that we had some termination fee income from this year.

Operator: There are currently no additional questions waiting at this time. So I’ll pass the conference back over to George Carter for closing remarks.

George Carter: Thank you, everyone, for tuning into the call. We’re looking forward to 2023. Certainly, ’22 was interesting coming out of COVID and then facing the capital market changes. Again, as Jeff said, it’s too early to predict 2023 in terms of dispositions, particularly. But we do have properties in the disposition queue and there is activity on them. And maybe as exciting as anything is just this steady back to work and steady now activity in our energy markets, of which we have some concentration, as you know. So we’re excited about 2023 looking forward to it. Look forward to talking to you all next quarter.

Operator: That concludes the Franklin Street Properties Corporation Fourth Quarter and Full Year 2022 Results Conference Call. Thank you for your participation. I hope you have a wonderful day.