Related Party Transactions and Investments in Non-Consolidated Entities | 2. Related Party Transactions and Investments in Non-Consolidated Entities Investment in Sponsored REITs: At March 31, 2017 and December 31, 2016, the Company held a common stock interest in seven and seven Sponsored REITs, respectively. The Company holds a non-controlling preferred stock investment in two of these Sponsored REITs, 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. During the year ended December 31, 2016, properties owned by two Sponsored REITs were sold and, thereafter, liquidating distributions for their preferred shareholders were declared and issued. The Company held a mortgage loan with one of these entities, which was secured by the property owned by FSP 385 Interlocken Development Corp. (“385 Interlocken”). The loan with 385 Interlocken in the principal amount of $37,500,000 was repaid by the proceeds of the sale. Equity in losses of investment in non-consolidated REITs: The following table includes equity in losses of investments in non-consolidated REITs Three Months Ended March 31, (in thousands) 2017 2016 Equity in losses of East Wacker $ 142 $ 257 Equity in losses of Grand Boulevard 255 29 $ 397 $ 286 Equity in losses of investments in non-consolidated REITs is derived from the Company’s share of income or loss in the operations of those entities. The Company exercises influence over, but does not control these entities, and investments are accounted for using the equity method. Equity in losses 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 losses 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 of $346,000 and $27,000 from non-consolidated REITs during the three months ended March 31, 2017 and 2016, respectively. 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 $156,000 and $154,000 for the three months ended March 31, 2017 and 2016, 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. The Company reviews Sponsored REIT loans for impairment each reporting period. A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts recorded on the balance sheet. The Company applies normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment. None of the Sponsored REIT loans have been impaired. 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 one to three years. Except for two mortgage loans which bear 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 also require a 50 basis point draw fee. The following is a summary of the Sponsored REIT Loans outstanding as of March 31, 2017: Maximum Amount Interest (dollars in thousands) Maturity Amount Drawn at Interest Draw Rate at Sponsored REIT Location Date of Loan 31-Mar-17 Rate (1) Fee (2) 31-Mar-17 Secured revolving lines of credit FSP Satellite Place Corp. (3) Duluth, GA 31-Dec-19 $ 5,500 $ 2,915 L+ 4.4 % 0.5 % 5.21 % FSP 1441 Main Street Corp. (3) Columbia, SC 31-Mar-19 10,800 9,000 L+ 4.4 % 0.5 % 5.21 % FSP Energy Tower I Corp. Houston, TX 30-Jun-17 20,000 15,600 L+ 5.0 % 0.5 % 5.81 % Mortgage loan secured by property FSP Monument Circle LLC (4) Indianapolis, IN 7-Dec-18 21,000 21,000 4.90 % n/a 4.90 % FSP Energy Tower I Corp. (5) Houston, TX 30-Jun-17 33,000 33,000 6.41 % n/a 6.41 % $ 90,300 $ 81,515 (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) These revolving lines of credit were extended on March 30, 2017. (4) This mortgage loan includes an origination fee of $164,000 and an exit fee of $38,000 when repaid by the borrower. (5) This mortgage loan includes an annual extension fee of $108,900 paid by the borrower. The Company recognized interest income and fees from the Sponsored REIT Loans of approximately $1,214,000 and $1,279,000 for the three months ended March 31, 2017 and 2016, respectively. Non-consolidated REITs: The balance sheet data below for 2017 and 2016 includes the 7 and 7 Sponsored REITs the Company held an interest in as of March 31, 2017 and December 31, 2016, respectively. The operating data below for 2017 and 2016 include the operations of the 7 and 9 Sponsored REITs in which the Company held an interest in during the three months ended March 31, 2017 and 2016, respectively. Summarized financial information for these Sponsored REITs is as follows: March 31, December 31, (in thousands) 2017 2016 Balance Sheet Data (unaudited): Real estate, net $ 343,056 $ 345,532 Other assets 82,147 86,594 Total liabilities (160,810) (164,820) Shareholders’ equity $ 264,393 $ 267,306 For the Three Months Ended March 31, (in thousands) 2017 2016 Operating Data (unaudited): Rental revenues $ 13,875 $ 13,415 Other revenues 2 10 Operating and maintenance expenses (7,176) (7,576) Depreciation and amortization (5,316) (4,510) Interest expense (2,119) (2,197) Gain on sale, less applicable income tax — 19,748 Net income (loss) $ (734) $ 18,890 |