FRANKLIN STREET PROPERTIES CORP /MA/ - Quarter Report: 2012 June (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10 - Q

 

(Mark One)

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2012.

 

OR

 

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                    to                     .

 

Commission File Number:  001-32470

 

Franklin Street Properties Corp.

(Exact name of registrant as specified in its charter)

 

 

401 Edgewater Place, Suite 200

Wakefield, MA 01880

(Address of principal executive offices)(Zip Code)

 

(781) 557-1300

(Registrant’s telephone number, including area code)

 

N/A

 (Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES

x

NO

o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

YES

x

NO

o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x		Accelerated filer o
Non-accelerated filer    o (Do not check if a smaller reporting company)		Smaller reporting company o

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q, Continued

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

YES

o

NO

x

 

The number of shares of common stock outstanding as of July 27, 2012 was 82,937,405.

 

 

Franklin Street Properties Corp.

Form 10-Q

 

Quarterly Report

June 30, 2012

 

Table of Contents

 

Part I.	Financial Information		Page
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	4
		Condensed Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011	5
		Condensed Consolidated Statements of Other Comprehensive Income for the three and six months ended June 30, 2012 and 2011	6
		Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011	7
		Notes to Condensed Consolidated Financial Statements	8-15
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16-30
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
	Item 4.	Controls and Procedures	31
Part II.	Other Information
	Item 1.	Legal Proceedings	32
	Item 1A.	Risk Factors	32
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
	Item 3.	Defaults Upon Senior Securities	32
	Item 4.	Mine Safety Disclosures	32
	Item 5.	Other Information	32
	Item 6.	Exhibits	32
Signatures			33

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.           Financial Statements

 

Franklin Street Properties Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

 

		June 30,			December 31,
(in thousands, except share and par value amounts)		2012			2011
Assets:
Real estate assets:
Land		$	137,503		$	137,503
Buildings and improvements		1,027,321			1,020,449
Fixtures and equipment		896			856
		1,165,720			1,158,808
Less accumulated depreciation		168,375			152,587
Real estate assets, net		997,345			1,006,221
Acquired real estate leases, less accumulated amortization of $32,337 and $31,189, respectively		82,769			91,613
Investment in non-consolidated REITs		86,658			87,598
Cash and cash equivalents		22,620			23,813
Restricted cash		533			493
Tenant rent receivables, less allowance for doubtful accounts of $1,300 and $1,235, respectively		1,403			1,460
Straight-line rent receivable, less allowance for doubtful accounts of $135 and $135, respectively		33,142			28,545
Prepaid expenses		2,605			1,223
Related party mortgage loan receivables		177,536			140,516
Other assets		3,184			4,070
Office computers and furniture, net of accumulated depreciation of $500 and $428, respectively		456			468
Deferred leasing commissions, net of accumulated amortization of $10,706 and $9,220, respectively		22,112			22,641
Total assets		$	1,430,363		$	1,408,661
Liabilities and Stockholders’ Equity:
Liabilities:
Bank note payable		$	494,000		$	449,000
Accounts payable and accrued expenses		25,408			26,446
Accrued compensation		944			2,222
Tenant security deposits		2,113			2,008
Acquired unfavorable real estate leases, less accumulated amortization of $4,203 and $3,759, respectively		6,875			7,618
Total liabilities		529,340			487,294
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, 82,937,405 and 82,937,405 shares issued and outstanding, respectively		8			8
Additional paid-in capital		1,042,876			1,042,876
Accumulated distributions in excess of accumulated earnings		(141,861)			(121,517)
Total stockholders’ equity		901,023			921,367
Total liabilities and stockholders’ equity		$	1,430,363		$	1,408,661

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 

Franklin Street Properties Corp.

Condensed Consolidated Statements of Income

(Unaudited)

 

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
(in thousands, except per share amounts)		2012			2011			2012			2011
Revenue:
Rental		$	35,830		$	33,606		$	72,498		$	64,705
Related party revenue:
Management fees and interest income from loans		3,045			1,150			5,661			1,958
Other		39			7			73			13
Total revenue		38,914			34,763			78,232			66,676
Expenses:
Real estate operating expenses		8,828			8,765			17,905			17,495
Real estate taxes and insurance		5,576			5,228			11,389			9,987
Depreciation and amortization		13,224			12,029			26,480			22,774
Selling, general and administrative		2,236			1,602			4,313			3,247
Interest		4,037			3,578			7,714			5,986
Total expenses		33,901			31,202			67,801			59,489
Income before interest income, equity in earnings of non-consolidated REITs and taxes		5,013			3,561			10,431			7,187
Interest income		4			5			12			16
Equity in earnings of non-consolidated REITs		494			1,166			885			2,134
Income before taxes on income		5,511			4,732			11,328			9,337
Taxes on income		77			68			156			118
Income from continuing operations		5,434			4,664			11,172			9,219
Discontinued operations:
Income from discontinued operations, net of income tax		-			3,371			-			3,990
Gain on sale of property less applicable income tax		-			2,346			-			21,939
Total discontinued operations		-			5,717			-			25,929
Net income		$	5,434		$	10,381		$	11,172		$	35,148
Weighted average number of shares outstanding, basic and diluted		82,937			81,437			82,937			81,437
Earnings per share, basic and diluted, attributable to:
Continuing operations		$	0.07		$	0.06		$	0.13		$	0.11
Discontinued operations		-			0.07			-			0.32
Net income per share, basic and diluted		$	0.07		$	0.13		$	0.13		$	0.43

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 

Franklin Street Properties Corp.

Condensed Consolidated Statements of Other Comprehensive Income

(Unaudited)

 

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
(in thousands)		2012			2011			2012			2011
Net income		$	5,434		$	10,381		$	11,172		$	35,148
Other comprehensive income:
Unrealized gain on derivative financial instruments		-			-			-			94
Amortized gain on derivative financial instruments		-			381			-			536
Total other comprehensive income		-			381			-			630
Comprehensive income		$	5,434		$	10,762		$	11,172		$	35,778

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 

Franklin Street Properties Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Six Months Ended June 30,
(in thousands)			2012			2011
Cash flows from operating activities:
Net income			$	11,172		$	35,148
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense			27,495			23,670
Amortization of above market lease			20			(62)
Gain on sale of real estate assets			-			(21,939)
Equity in earnings of non-consolidated REITs			(885)			(2,844)
Distributions from non-consolidated REITs			993			2,318
Increase (decrease) in bad debt reserve			65			(365)
Changes in operating assets and liabilities:
Restricted cash			(40)			(39)
Tenant rent receivables, net			(8)			441
Straight-line rents, net			(2,571)			(5,176)
Lease acquisition costs			(2,026)			(55)
Prepaid expenses and other assets, net			(1,512)			914
Accounts payable and accrued expenses			(1,395)			(726)
Accrued compensation			(1,278)			(733)
Tenant security deposits			105			546
Payment of deferred leasing commissions			(1,513)			(5,386)
Net cash provided by operating activities			28,622			25,712
Cash flows from investing activities:
Purchase of real estate assets, office computers and furniture			(7,112)			(127,999)
Acquired real estate leases			-			(45,032)
Investments in non-consolidated REITs			(1)			(10)
Distributions in excess of earnings from non-consolidated REITs			834			664
Investment in related party mortgage loan receivable			(37,020)			(4,232)
Changes in deposits on real estate assets			-			200
Investment in assets held for syndication, net			-			(8,200)
Proceeds received on sales of real estate assets			-			96,790
Net cash used in investing activities			(43,299)			(87,819)
Cash flows from financing activities:
Distributions to stockholders			(31,516)			(30,946)
Proceeds from equity offering, net			-			(90)
Borrowings under bank note payable			45,000			345,000
Repayment of bank note payable			-			(209,968)
Repayment of term loan payable			-			(74,850)
Deferred financing costs			-			(5,389)
Swap termination payment			-			(982)
Net cash provided by financing activities			13,484			22,775
Net decrease in cash and cash equivalents			(1,193)			(39,332)
Cash and cash equivalents, beginning of period			23,813			68,213
Cash and cash equivalents, end of period			$	22,620		$	28,881
Non-cash investing and financing activities:
Accrued costs for purchase of real estate assets			$	1,090		$	657

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

7

 

Franklin Street Properties Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1.     Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards

 

Organization

 

Franklin Street Properties Corp. (“FSP Corp.” or the “Company”) holds, directly and indirectly, 100% of the interest in FSP Investments LLC, FSP Property Management LLC, FSP Holdings LLC and FSP Protective TRS Corp.  FSP Investments LLC is a registered broker/dealer with the Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority, or FINRA.  FSP Property Management LLC provides asset management and property management services.  The Company also has a non- controlling common stock interest in 16 corporations organized to operate as real estate investment trusts (“REITs”) and a non-controlling preferred stock interest in three of those REITs.  Collectively, the 16 REITs are referred to as the “Sponsored REITs”.

 

As of June 30, 2012, the Company owned and operated a portfolio of real estate consisting of 36 properties, managed 16 Sponsored REITs and held eight promissory notes secured by mortgages on real estate owned by Sponsored REITs, including one mortgage loan with a revolving line of credit component, one construction loan and six revolving lines of credit.  From time to time, the Company may acquire real estate, make additional secured loans or acquire a 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, or for geographic or property specific reasons.

 

Previously the Company, through FSP Investments LLC, structured real estate investments and offered broker/dealer services that included the organization of Sponsored REITs, the acquisition and development of real estate on behalf of Sponsored REITs and the raising of capital to equitize the Sponsored REITs through sale of preferred stock in private placements.  On December 15, 2011, the Company announced that it would no longer sponsor the syndication of shares of preferred stock in newly-formed Sponsored REITs.

 

Properties

 

The following table summarizes the Company’s investment in real estate assets, excluding assets held for sale:

 

			As of June 30,
			2012				2011
Commercial real estate:
Number of properties			36				34
Rentable square feet			7,052,592				6,747,815

 

Basis of Presentation

 

The unaudited condensed consolidated financial statements of the Company include all the accounts of the Company and its wholly-owned subsidiaries.  All significant intercompany balances and transactions have been eliminated. These financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission.

 

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission.  Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements for these interim periods have been included.  Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012 or for any other period.

 

Reclassifications

 

Certain amounts from the 2011 income statement and cash flows have been reclassified to conform to the 2012 presentation.  The reclassifications were related primarily to properties sold and the Company’s investment banking segment, which are presented as discontinued operations for all periods presented. Reclassifications of discontinued operations changed rental revenues, operating and maintenance expenses, depreciation and amortization, commission expenses, selling, general and administrative expenses, income taxes

 

8

 

Franklin Street Properties Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1.     Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards (continued)

Financial Instruments

 

and the related assets, and reclassifications of distributions from non-consolidated REITs changed a portion of the distributions from operating to investing cash flows. There was no change to net income for any period presented as a result of these reclassifications.

 

The Company estimates that the carrying values of cash and cash equivalents, restricted cash, mortgage loan receivables and the bank note payable approximate their fair values based on their short-term maturity and prevailing interest rates.

 

2.     Related Party Transactions and Investments in Non-Consolidated Entities

 

Investment in Sponsored REITs:

 

At June 30, 2012, the Company held an interest in 16 Sponsored REITs, all of which were fully syndicated, and the Company no longer derives economic benefits or risks from the common stock interest that is retained in them.  One entity was not fully syndicated at June 30, 2011, which was FSP Union Centre Corp.  The Company holds a non-controlling preferred stock investment in three of these Sponsored REITs, FSP Phoenix Tower Corp. (“Phoenix Tower”), FSP 303 East Wacker Drive Corp. (“East Wacker”) and FSP Grand Boulevard Corp. (“Grand Boulevard”), from which it continues to derive economic benefits and risks.

 

Equity in earnings of investment in non-consolidated REITs:

 

The following table includes equity in earnings of investments in non-consolidated REITs:

 

		Six Months Ended
		June 30,
(in thousands)		2012				2011
Equity in earnings of Sponsored REITs		$	-			$	948
Equity in earnings (loss) of Phoenix Tower		25				(11		)
Equity in earnings of East Wacker		968				1,186
Equity in earnings (loss) of Grand Boulevard		(108		)		11
		$	885			$	2,134

 

Equity in earnings of investments in Sponsored REITs is derived from the Company’s share of income (loss) following the commencement of syndication of Sponsored REITs.  Following the commencement of syndication the Company exercises influence over, but does not control these entities, and investments are accounted for using the equity method.

 

Equity in earnings (loss) of Phoenix Tower is derived from the Company’s preferred stock investment in the entity.  In September 2006, the Company purchased 48 preferred shares or 4.6% of the outstanding preferred shares of Phoenix Tower for $4,116,000 (which represented $4,800,000 at the offering price net of commissions of $384,000 and fees of $300,000 that were excluded).

 

Equity in earnings of East Wacker is derived from the Company’s preferred stock investment in the entity.  In December 2007, the Company purchased 965.75 preferred shares or 43.7% of the outstanding preferred shares of East Wacker for $82,813,000 (which represented $96,575,000 at the offering price net of commissions of $7,726,000, loan fees of $5,553,000 and acquisition fees of $483,000 that were excluded).

 

Equity in earnings (loss) of Grand Boulevard is derived from the Company’s preferred stock investment in the entity.  In May 2009, the Company purchased 175.5 preferred shares or 27.0% of the outstanding preferred shares of Grand Boulevard for $15,049,000 (which represented $17,550,000 at the offering price net of commissions of $1,404,000, loan fees of $1,009,000 and acquisition fees of $88,000 that were excluded).

 

The Company recorded distributions declared of $1,827,000 and $2,982,000 from non-consolidated REITs during the six months ended June 30, 2012 and 2011, respectively.

 

9

 

Franklin Street Properties Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

2.             Related Party Transactions and Investments in Non-consolidated Entities (continued)

 

Non-consolidated REITs:

 

The Company has in the past acquired by merger entities similar to the Sponsored REITs.  The Company’s business model for growth includes the potential acquisition, by merger or otherwise, of Sponsored REITs.  The Company has no legal or any other enforceable obligation to acquire or to offer to acquire any Sponsored REIT.  In addition, any offer (and the related terms and conditions) that might be made in the future to acquire any Sponsored REIT would require the approval of the boards of directors of the Company and the Sponsored REIT and the approval of the shareholders of the Sponsored REIT.

 

The operating data below for 2012 and 2011 includes operations of the 16 Sponsored REITs the Company held an interest in as of June 30, 2012 and 2011, respectively.

 

At June 30, 2012, December 31, 2011 and June 30, 2011, the Company had ownership interests in 16 Sponsored REITs.  Summarized financial information for these Sponsored REITs is as follows:

 

		June 30,				December 31,
(in thousands)		2012				2011
Balance Sheet Data (unaudited):
Real estate, net		$	744,948			$	755,825
Other assets		167,825				135,658
Total liabilities		(326,960		)		(293,326		)
Shareholders’ equity		$	585,813			$	598,157

 

		For the Six Months Ended
		June 30,
(in thousands)		2012			2011
Operating Data (unaudited):
Rental revenues		$	55,833		$		54,495
Other revenues		70			33
Operating and maintenance expenses		(28,032)			(26,935			)
Selling, general and administrative		-			(789			)
Depreciation and amortization		(17,838)			(16,426			)
Interest expense		(8,635)			(9,234			)
Net income		$	1,398		$		1,144

 

Management fees and interest income from loans:

 

Asset management fees range from 1% to 5% of collected rents and the applicable contracts are cancelable with 30 days notice.  Asset management fee income from non-consolidated entities amounted to approximately $534,000 and $464,000 for the six months ended June 30, 2012 and 2011, respectively.

 

From time to time the Company may make secured loans (“Sponsored REIT Loans”) to Sponsored REITs in the form of mortgage loans or revolving lines of credit to fund construction costs, capital expenditures, leasing costs and for other purposes.  Since December 2007, the Company has provided Sponsored REIT Loans in the form of revolving lines of credit to six Sponsored REITs, or to wholly-owned subsidiaries of those Sponsored REITs, a construction loan to one wholly-owned subsidiary of another Sponsored REIT and a mortgage loan with a revolving line of credit component to one wholly-owned subsidiary of another Sponsored REIT. The Company anticipates that each Sponsored REIT Loan will be repaid at maturity or earlier from long term financings of the underlying properties, cash flows from the underlying properties or some other capital event.  Each Sponsored REIT Loan is secured by a mortgage on the underlying property and has a term of approximately two to three years.  Except for the mortgage loan with a revolving line of credit component which bears interest at a fixed rate, advances under each Sponsored REIT Loan bear interest at a rate equal to the 30-day LIBOR rate plus an agreed upon amount of basis points and most advances also require a 50 basis point draw fee.  In December 2011, the Company received a loan fee of $762,000 at the time of the closing of the mortgage loan with a

 

10

 

Franklin Street Properties Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

2.             Related Party Transactions and Investments in Non-consolidated Entities (continued)

 

revolving line of credit component.  In March 2012, a $300,000 fee was paid in connection with a $30 million draw from the revolving line of credit component, and a 0.49% fee will be paid on all amounts repaid under the loan.

 

Prior to terminating the activities of its investment banking segment in December 2011, the Company typically made an acquisition loan (“Acquisition Loans”) to each newly-formed Sponsored REIT which was secured by a mortgage on the borrower’s real estate.  These loans enabled Sponsored REITs to acquire their respective properties prior to the consummation of the offerings of their equity interests.  The Company anticipated that each Acquisition Loan would be repaid at maturity, or earlier, from the proceeds of the Sponsored REIT’s equity offering.  Each Acquisition Loan had an original term of two years and bore interest at approximately the same rate paid by FSP Corp. for borrowings under the Revolver or New Revolver.  The Company made one Acquisition Loan for the syndication of FSP Union Centre Corp. during 2011, which was repaid on October 20, 2011.  There were no Acquisition Loans outstanding at June 30, 2012 or December 31, 2011.

 

The following is a summary of the Sponsored REIT Loans outstanding as of June 30, 2012:

 

(dollars in thousands)						Maximum			Amount							Interest
				Maturity		Amount			Drawn at			Interest		Draw		Rate at
Sponsored REIT		Location		Date		of Loan			30-Jun-12			Rate (1)		Fee (2)		30-Jun-12
Secured revolving lines of credit
FSP Highland Place I Corp. (3)		Centennial, CO		31-Dec-12		$	5,500		$	1,125		L+4.4%		0.5%		4.64%
FSP Satellite Place Corp. (4)		Duluth, GA		31-Mar-13		5,500			5,500			L+4.4%		0.5%		4.64%
FSP 1441 Main Street Corp.(4) (a)		Columbia, SC		31-Mar-13		10,800			7,500			L+4.4%		0.5%		4.64%
FSP 505 Waterford Corp. (4)		Plymouth, MN		30-Nov-12		7,000			2,350			L+4.4%		0.5%		4.64%
FSP Phoenix Tower Corp. (4) (b)		Houston, TX		30-Nov-12		15,000			15,000			L+4.4%		0.5%		4.64%
FSP Galleria North Corp. (e)		Dallas, TX		30-Jan-15		15,000			2,320			L+5.0%		0.5%		5.24%
Secured construction loan
FSP 385 Interlocken
Development Corp. (4) (c) (d)		Broomfield, CO		30-Apr-13		42,000			37,541			L+4.4%		n/a		4.64%
Mortgage loan secured by property
FSP 50 South Tenth Street Corp. (5)		Minneapolis, MN		31-Dec-13		106,200			106,200			6.51%		1.0%		6.51%
						$	207,000		$	177,536

 

(1) The interest rate is 30-day LIBOR rate plus the additional rate indicated, otherwise a fixed rate.

(2) The draw fee is a percentage of each new advance, and is paid at the time of each new draw.

(3) Effective January 1, 2011 and February 1, 2011, the interest rate was 30-day LIBOR plus 3% and effective March 1, 2011 became LIBOR plus 4.4% until maturity. Effective January 31, 2011, any future draws will require a draw fee in an amount equal to 0.5%.

(4) Effective January 1, 2011 through March 30, 2011, the interest rate was 30-day LIBOR plus 3%.

 

(a) The borrower is FSP 1441 Main Street LLC, a wholly-owned subsidiary.

(b) The borrower is FSP Phoenix Tower Limited Partnership, a wholly-owned subsidiary.

(c) The borrower is FSP 385 Interlocken LLC, a wholly-owned subsidiary.

(d) The borrower paid a commitment fee of $210,000 at loan origination in March 2009.

(e) The borrower is FSP Galleria North Limited Partnership, a wholly-owned subsidiary.

 

(5) The loan has a secured fixed mortgage amount of $76,200,000 and a $30,000,000 secured revolving line of credit component. A loan fee of $762,000 was paid related to the fixed mortgage component and a $300,000 fee was paid upon a $30 million draw from the secured revolving line of credit component in March 2012. A 0.49% fee will be paid on all amounts repaid under the loan.

 

11

 

Franklin Street Properties Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

2.             Related Party Transactions and Investments in Non-consolidated Entities (continued)

 

The Company recognized interest income and fees from the Acquisition Loan and Sponsored REIT Loans of approximately $5,102,000 and $1,494,000 for the six months ended June 30, 2012 and 2011, respectively.

 

3.     Bank note payable and term note payable

 

As of June 30, 2012, the Company had a bank note payable, which is an unsecured revolving line of credit (the “New Revolver”), for advances up to $600 million with a group of banks.  The New Revolver matures on February 22, 2014 with a one-year extension available at the Company’s election and payment of a fee.

 

On February 22, 2011, the Company entered into the New Revolver for advances up to $500 million with a group of banks.  On May 19, 2011, the Company increased availability under the New Revolver by $100 million to $600 million by fully exercising an accordion feature.

 

The New Revolver requires compliance with various financial covenants, including minimum tangible net worth, maximum leverage ratios, maximum secured leverage ratios, minimum fixed charge leverage ratios, maximum unencumbered leverage ratios, minimum unsecured debt service coverage, dividend and distribution requirements, investment requirements and maximum secured recourse indebtedness values.  The Company was in compliance with the New Revolver financial covenants as of June 30, 2012.

 

The Company intends to draw on the New Revolver in the future for a variety of corporate purposes, including the funding of interim mortgage loans to Sponsored REITs and the acquisition of properties that it acquires directly for its portfolio.  The Company typically causes mortgage loans to Sponsored REITs to be secured by a first mortgage against the real property owned by the Sponsored REIT.  The Company may make secured loans to Sponsored REITs in the form of mortgage loans or revolving lines of credit to fund construction costs, capital expenditures, leasing costs and for other purposes which would be repaid from long term financing of the property, cash flows from the property or a capital event.

 

As of December 31, 2010, the Company had a bank note payable, which was an unsecured revolving line of credit (the “Revolver”), for advances up to $250 million that was scheduled to mature on August 11, 2011, and a term note payable, which was an unsecured term loan (the “Term Loan”), of $75 million that was scheduled to mature on October 15, 2011 and had two one-year extensions available at the Company’s election.  The Revolver and the Term Loan were with a group of banks.

 

The Revolver and Term Loan included restrictions on property liens and required compliance with various financial covenants. Financial covenants included the maintenance of at least $1,500,000 in operating cash accounts, a minimum unencumbered cash and liquid investments balance and tangible net worth; limitations on permitted secured debt and compliance with various debt and operating income ratios, as defined in the loan agreement. The Company was in compliance with the Revolver and Term Loan financial covenants as of December 31, 2010.

 

Proceeds from the New Revolver were used to repay and terminate the Revolver and the Term Loan on February 22, 2011.  Borrowings under the New Revolver bear interest at either the bank’s base rate plus 85 to 200 basis points depending upon a leverage ratio at the time of borrowing (the bank’s base rate plus 110 basis points, or 4.35% at June 30, 2012) or a rate equal to LIBOR plus 185 to 300 basis points depending upon a leverage ratio at the time of borrowing (LIBOR plus 210 basis points, or 2.35% at June 30, 2012).  The loan terms include a facility fee at an annual rate of 30 to 50 basis points depending upon a leverage ratio (40 basis points at June 30, 2012), which is applied to the total amount of the New Revolver.  There were borrowings of $494,000,000 outstanding at a weighted average rate of 2.34% as of June 30, 2012.  The weighted average interest rate on amounts outstanding during the six months ended June 30, 2012 on the New Revolver was approximately 2.28%.

 

There were borrowings of $449,000,000 outstanding at a weighted average rate of 2.24% as of December 31, 2011.  The weighted average interest rate on amounts outstanding during the year ended December 31, 2011 on the New Revolver and the Revolver was approximately 1.95%.

 

The Term Loan had an interest rate option equal to LIBOR (subject to a 2% floor) plus 200 basis points and a requirement that the Company fix the interest rate for the initial three-year term of the Term Loan pursuant to an interest rate swap agreement which the Company did at an interest rate of 5.84% per annum pursuant to an interest rate swap agreement.  The Company repaid and terminated the Term Loan and related interest rate swap from the proceeds of the New Revolver on February 22, 2011.

 

12

 

Franklin Street Properties Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

4.     Financial Instruments: Derivatives and Hedging

 

The Company’s hedging activity was limited to an interest rate swap.  The purpose of the interest rate swap, which was terminated on February 22, 2011, was to fix the interest rate for the term of the loan and protect the Company from future interest rate increases on the Term Loan that is described in Note 3.

 

The fair value of the Company’s derivative instrument was determined using the net discounted cash flows of the expected cash flows of the derivative based on the market based interest rate curve. This financial instrument was classified within Level 2 of the fair value hierarchy and was classified as a liability on the condensed consolidated balance sheets.

 

The interest rate swap represented a cash flow hedge and was recorded at fair value and classified as a liability.  Changes in the recorded fair value of the interest rate swap were recorded to other comprehensive income. On February 22, 2011, the Company used approximately $983,000 to terminate the interest rate swap agreement applicable to the Term Loan.  The payment to terminate the interest rate swap liability was amortized into interest expense through October 15, 2011.

 

The interest amortization for the Company’s terminated interest rate swap reclassified from Accumulated Other Comprehensive Income into interest expense for the six months ended June 30, 2011 was $536,000 and for the year ended December 31, 2011 was $983,000.  The effective portion of the loss on outstanding derivative recognized in Other Comprehensive Income for the six months ended June 30, 2011 was $536,000 and for the year ended December 31, 2011 was $983,000.

 

5.     Net Income Per Share

 

Basic net income per share is computed by dividing net income by the weighted average number of Company shares outstanding during the period.  Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised or converted into shares.  There were no potential dilutive shares outstanding at June 30, 2012 and 2011, respectively.

 

6.     Stockholders’ Equity

 

As of June 30, 2012, the Company had 82,937,405 shares of common stock outstanding.

 

Equity Offerings

 

On May 6, 2010, the Company entered into an on demand offering sales agreement whereby the Company may offer and sell up to an aggregate gross sales price of $75 million of its common stock from time to time (the “ATM Sales Program”).  The on demand offering sales agreement for the ATM Sales Program was amended on April 27, 2012 in connection with the Company’s filing of a new Registration Statement on Form S-3.  Sales of shares of the Company’s common stock depend upon market conditions and other factors determined by the Company and may be deemed to be “at the market offerings” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the NYSE MKT or sales made to or through a market maker other than on an exchange, as well as in negotiated transactions, if and to the extent agreed by the Company in writing.  The Company has no obligation to sell any shares of its common stock, and may at any time suspend solicitation and offers. During the six months ended June 30, 2012, the Company did not sell any shares under the ATM Sales Program.  As of June 30, 2012, the Company was authorized to offer and sell a remainder of approximately $34.3 million of its shares of common stock under the ATM Sales Program.

 

The Company declared and paid dividends as follows (in thousands, except per share amounts):

Quarter Paid		Dividends Per Share				Total Dividends
First quarter of 2012		$	0.19			$	15,758
Second quarter of 2012		$	0.19			$	15,758
First quarter of 2011		$	0.19			$	15,473
Second quarter of 2011		$	0.19			$	15,473

 

13

 

Franklin Street Properties Corp.

Notes to the Consolidated Financial Statements

(Unaudited)

 

7.        Income Taxes

 

The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).  As a REIT, the Company generally is entitled to a tax deduction for distributions paid to its shareholders, thereby effectively subjecting the distributed net income of the Company to taxation at the shareholder level only.  The Company must comply with a variety of restrictions to maintain its status as a REIT.  These restrictions include the type of income it can earn, the type of assets it can hold, the number of shareholders it can have and the concentration of their ownership, and the amount of the Company’s taxable income that must be distributed annually.

 

One such restriction is that the Company generally cannot own more than 10% of the voting power or value of the securities of any one issuer unless the issuer is itself a REIT or a taxable REIT subsidiary (“TRS”).  In the case of TRSs, the Company’s ownership of securities in all TRSs generally cannot exceed 25% of the value of all of the Company’s assets and, when considered together with other non-real estate assets, cannot exceed 25% of the value of all of the Company’s assets.   FSP Investments and FSP Protective TRS Corp. are the Company’s taxable REIT subsidiaries operating as taxable corporations under the Code.

 

FSP Investments operated in the Company’s investment banking segment and in December 2011 announced it would no longer sponsor the syndication of Sponsored REITs, which were a significant amount of FSP Investments activities.  Revenues, expenses, and income tax benefits, net of valuation allowances, have been reclassified to discontinued operations for these activities.

 

Income taxes are recorded based on the future tax effects of the difference between the tax and financial reporting bases of the Company’s assets and liabilities.  In estimating future tax consequences, potential future events are considered except for potential changes in income tax law or in rates.

 

Accrued interest and penalties will be recorded as income tax expense, if the Company records a liability in the future.  The Company and one or more of its subsidiaries files income tax returns in the U.S federal jurisdiction and various state jurisdictions.  The statute of limitations for the Company’s income tax returns is generally three years and as such, the Company’s returns that remain subject to examination would be primarily from 2008 and thereafter.

 

In May 2006, the state of Texas enacted a new business tax (the “Revised Texas Franchise Tax”) that replaced its existing franchise tax which the Company became subject.  The Revised Texas Franchise Tax is a tax at a rate of approximately 0.7% of revenues at Texas properties commencing with 2007 revenues.  Some of the Company’s leases allow reimbursement by tenants for these amounts because the Revised Texas Franchise Tax replaces a portion of the property tax for school districts.  Because the tax base on the Revised Texas Franchise Tax is derived from an income based measure it is considered an income tax.  The Company recorded a provision in income taxes on its income statement of $156,000 and $118,000 for the six months ended June 30, 2012 and 2011, respectively.

 

The income tax expense reflected in the consolidated statements of income relates primarily to a franchise tax on our Texas properties.  FSP Protective TRS Corp. provides taxable services to tenants at some of the Company’s properties and the tax expense associated with these activities are reported as Other Taxes in the table below:

 

		For the
		Six Months Ended
		June 30,
(in thousands)		2012				2011
Revised Texas franchise tax		$	154			$	115
Other Taxes		2				3
Income tax expense		$	156			$	118

 

Taxes on income are a current tax expense.  No deferred income taxes were provided as there were no material temporary differences between the financial reporting basis and the tax basis of the TRSs.

 

14

 

Franklin Street Properties Corp.

Notes to the Consolidated Financial Statements

(Unaudited)

 

8.      Discontinued Operations

 

In December 2011, the Company discontinued the activities of the investment banking segment.  The Company also classifies properties sold or held for sale as discontinued operations.

 

The Company sold an industrial property located in Savage, Maryland on June 24, 2011 and in 2010 reached an agreement to sell a commercial property, located in Falls Church, Virginia, which was sold on January 21, 2011.  Both properties were sold at gains and have been classified as discontinued for all periods presented.

 

The Company reports the results of operations of its properties either sold or held for sale as discontinued operations in its consolidated statements of income, which includes rental income, rental operating expenses, real estate taxes and insurance, depreciation and amortization.  In addition, in December 2011, the Company announced it would no longer sponsor the syndication of newly-formed Sponsored REITs and cash flows related to this activity will be eliminated from ongoing operations.  Accordingly, the Company reported the investment banking activities as discontinued operations in its consolidated statements of income, which includes syndication and transaction fee revenues, selling, general and administrative expenses, commission expenses, depreciation and amortization, interest income and income tax benefits.  There were no assets of the investment banking segment included in the consolidated balance sheets at June 30, 2012 and December 31, 2011, respectively.

 

The operating results for discontinued operations are summarized below. There were no amounts in discontinued operations for the six months ended June 30, 2012.

 

		For the			For the
		Three Months			Six Months
		Ended			Ended
(in thousands)		June 30,			June 30,
		2011			2011
Rental revenue		$	159		$	689
Related party revenue:
Syndication fees		2,973			3,490
Transaction fees		2,685			3,376
Rental operating expenses		(3		)	(5		)
Real estate taxes and insurance		(23		)	(56		)
Selling, general and administrative		(794		)	(1,518		)
Commissions		(1,556		)	(1,843		)
Depreciation and amortization		(74		)	(148		)
Interest income		4			5
Net income from discontinued operations		$	3,371		$	3,990

 

9.     Subsequent Events

 

On July 13, 2012, the Board of Directors of the Company declared a cash distribution of $0.19 per share of common stock payable on August 16, 2012 to stockholders of record on July 27, 2012.

 

On July 5, 2012, the Company made and funded a Sponsored REIT Loan in the form of a first mortgage loan in the principal amount of $33,000,000 to an entity that is a wholly-owned subsidiary of a Sponsored REIT, FSP Energy Tower I Corp.

 

On July 26, 2012, the Company made a $1.0 million advance pursuant to a Sponsored REIT Loan with a wholly-owned subsidiary of FSP Galleria North Corp.

 

On July 27, 2012, the Company’s Sponsored REIT Loan to FSP 50 South Tenth Street Corp. was repaid in its entirety and proceeds of $106,200,000 were received, together with an exit fee of $520,380.

 

On July 31, 2012, the Company acquired an office property with approximately 387,000 square feet for approximately $52.8 million in Atlanta, Georgia.

 

15

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2011.  Historical results and percentage relationships set forth in the condensed consolidated financial statements, including trends which might appear, should not be taken as necessarily indicative of future operations.  The following discussion and other parts of this Quarterly Report on Form 10-Q may also 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, and expenditures that cannot be anticipated such as utility rate and usage increases, unanticipated repairs, additional staffing, insurance increases and real estate tax valuation reassessments.  See Item 1A. “Risk Factors” below.  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 may not update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to conform them to actual results or to changes in our expectations that occur after such date, other than as required by law.

 

Overview

 

FSP Corp., or we, operate in the real estate operations segment. The real estate operations segment involves real estate rental operations, leasing, secured financing of real estate and services provided for asset management, property management, property acquisitions, dispositions and development.

 

The main factor that affects our real estate operations is the broad economic market conditions in the United States.  These market conditions affect the occupancy levels and the rent levels on both a national and local level.  We have no influence on the national market conditions.  We look to acquire and/or develop quality properties in good locations in order to lessen the impact of downturns in the market and to take advantage of upturns when they occur.

 

Critical Accounting Policies

 

We have certain critical accounting policies that are subject to judgments and estimates by our management and uncertainties of outcome that affect the application of these policies.  We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances.  On an on-going basis, we evaluate our estimates.  In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information.  The accounting policies that we believe are most critical to the understanding of our financial position and results of operations, and that require significant management estimates and judgments, are discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

Critical accounting policies are those that have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates.  We believe that our judgments and assessments are consistently applied and produce financial information that fairly presents our results of operations.  No changes to our critical accounting policies have occurred since the filing of our Annual Report on Form 10-K for the year ended December 31, 2011.

 

Trends and Uncertainties

 

Economic Conditions

 

The economy in the United States is continuing to experience a period of limited economic growth, including high levels of unemployment, the failure and near failure of a number of financial institutions and increased credit risk premiums for a number of market participants.  The broad economic market conditions in the United States are affected by numerous factors, including but not limited to, inflation and employment levels, energy prices, slow growth and/or recessionary concerns, uncertainty about government fiscal policy, changes in currency exchange rates, geopolitical events, the regulatory environment and the availability of debt and interest rate fluctuations.  We believe that recent economic conditions in the United States have negatively affected our business by, among other factors, contributing to a decline in occupancy in our real estate portfolio in 2009 and 2010.  Although occupancy levels in our real estate portfolio improved in 2011 and the first half of 2012, future economic factors may negatively affect real estate values, occupancy levels and property income.  At this time, we cannot predict the extent or duration of any negative impact that the current state of the United States economy will have on our business.

 

16

 

Real Estate Operations

 

Leasing

 

Our real estate portfolio was approximately 90.0% leased as of June 30, 2012 and approximately 88.7% leased as of December 31, 2011.  During the six months ended June 30, 2012, we leased 383,181 square feet of office space, of which approximately 294,779 square feet were with existing tenants, at a weighted average term of 4.5 years.  On average, tenant improvements for such leases were $7.80 per square foot, lease commissions were $3.16 per square foot and rent concessions were approximately two months of free rent.  GAAP base rents under such leases were $22.72 per square foot, or 1.4% higher than average rents in the respective properties as applicable compared to the prior period.

 

As of June 30, 2012, approximately 2.2% of the square footage in our portfolio is scheduled to expire during the remainder of 2012, and approximately 6.4% is scheduled to expire during 2013.  We continue to make slow but steady leasing progress.  Our property portfolio has relatively modest lease expirations over the next two and a half years and, along with our improving occupancy levels, should allow overall tenant improvement expenditures and leasing costs to moderate in relation to the level of rental revenues being achieved.

 

While we cannot generally predict when existing vacancy in our real estate portfolio will be leased or if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at then-current market rates for locations in which the buildings are located, which in many cases may be below the expiring rates.  Also, even as the economy recovers, we believe the potential for any of our tenants to default on its lease or to seek the protection of bankruptcy still exists.  If any of our tenants defaults on its lease, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment.  In addition, at any time, a tenant of one of our properties may seek the protection of bankruptcy laws, which could result in the rejection and termination of such tenant’s lease and thereby cause a reduction in cash available for distribution to our stockholders.

 

Real Estate Acquisitions and Investments

 

During the six months ended June 30, 2012 we did not make any property acquisitions.  We did make one additional real estate investment in the first quarter of 2012 for a total capital contribution of $30 million.  The investment was made as an additional funding amount to our original $76.2 million two-year bridge loan on a CBD office/retail property located in Minneapolis, Minnesota.  The total loan provided to this property was $106.2 million and was secured by a first mortgage.  On July 27, 2012 this loan was repaid in its entirety and we received an exit fee in the amount of $0.5 million.  The property is owned by FSP 50 South Tenth Street Corp., which is one of our Sponsored REITs.  On July 5, 2012, we made and funded a Sponsored REIT Loan in the form of a first mortgage loan in the principal amount of $33.0 million to an entity that is a wholly-owned by a subsidiary of a Sponsored REIT, FSP Energy Tower I Corp.  During 2011, we acquired five properties directly into our portfolio with an aggregate of approximately 994,000 rentable square feet at an aggregate purchase price of approximately $214 million.  The results of operations for each of the acquired properties are included in our operating results as of their respective purchase dates.  Increases in revenues and expenses for the three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011 are primarily a result of the timing of these property acquisitions and subsequent contribution of these acquired properties as well as our mortgage investments.  On July 31, 2012, we acquired an office property with approximately 387,000 square feet for approximately $52.8 million in Atlanta, Georgia.  Additional real estate investments are a major objective and we anticipate additional activity this year.

 

Discontinued Operations and Property Dispositions

 

We include investment banking activities and properties sold or held for sale as discontinued operations.

 

Investment Banking

 

Previously we operated in the investment banking segment, and in December 2011, we discontinued those activities.  The investment banking segment involved the structuring of real estate investments and broker/dealer services that included the organization of Sponsored REITs, the acquisition and development of real estate on behalf of Sponsored REITs and the raising of capital to equitize the Sponsored REITs through sale of preferred stock in private placements.  On December 15, 2011, we announced that our broker/dealer subsidiary, FSP Investments LLC, would no longer sponsor the syndication of shares of preferred stock in newly-formed Sponsored REITs.

 

FSP Investments LLC will, however, continue to provide investor services to existing Sponsored REITs, which are not a significant activity, and has the capability to sponsor the syndication of any additional shares of preferred stock in existing Sponsored REITs.  Our decision to no longer sponsor the syndication of shares of preferred stock in newly-formed Sponsored REITs was made after judging the potential for meaningful future profit contribution to our earnings from such syndications to be limited.  Our investment

 

17

 

banking segment had been marginal in its profit contribution over the last four years and we believed time and resources would be more productively deployed elsewhere.

 

Property Dispositions

 

We sold an industrial property located in Savage, Maryland on June 24, 2011 and in 2010 reached an agreement to sell an office property, located in Falls Church, Virginia, which was sold on January 21, 2011.  Both properties were sold at gains and were classified as discontinued for all periods presented.

 

We will continue to evaluate our portfolio, and in the future may decide to dispose of additional properties from time to time in the ordinary course of business.  We believe that the current property sales environment remains challenged relative to both liquidity and pricing.  However, we also believe that we are witnessing improving pricing and liquidity in certain markets, extending a trend that we believe began in the second half of 2009.  We believe that both improving office property fundamentals as well as plentiful and attractive financing availability will likely be required to broadly improve the marketplace for property dispositions.  As an important part of our total return strategy, we intend to be active in property dispositions when we believe that market conditions warrant such activity and, as a consequence, we continue to consider some of our properties for possible disposition.

 

The following table shows results for the three months ended June 30, 2012 and 2011:

 

 

(in thousands)
		Three months ended June 30,
Revenue:		2012			2011			Change
Rental		$	35,830		$	33,606		$	2,224
Related party revenue:
Management fees and interest income from loans		3,045			1,150			1,895
Other		39			7			32
Total revenue		38,914			34,763			4,151
Expenses:
Real estate operating expenses		8,828			8,765			63
Real estate taxes and insurance		5,576			5,228			348
Depreciation and amortization		13,224			12,029			1,195
Selling, general and administrative		2,236			1,602			634
Interest		4,037			3,578			459
Total expenses		33,901			31,202			2,699
Income before interest income, equity in earnings of non-consolidated REITs and taxes		5,013			3,561			1,452
Interest income		4			5			(1		)
Equity in earnings of non-consolidated REITs		494			1,166			(672		)
Income before taxes on income		5,511			4,732			779
Taxes on income		77			68			9
Income from continuing operations		5,434			4,664			770
Discontinued operations:
Income from discontinued operations, net of income tax		-			3,371			(3,371		)
Gain on sale of property less applicable income tax		-			2,346			(2,346		)
Total discontinued operations		-			5,717			(5,717		)
Net income		$	5,434		$	10,381		$	(4,947	)

 

18