Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | FRANKLIN STREET PROPERTIES CORP /MA/ | |
Entity Central Index Key | 1,031,316 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 107,231,155 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Real estate assets: | ||
Land | $ 196,178 | $ 196,178 |
Buildings and improvements | 1,836,073 | 1,822,183 |
Fixtures and equipment | 4,600 | 4,136 |
Total real estate assets, gross | 2,036,851 | 2,022,497 |
Less accumulated depreciation | 350,697 | 337,228 |
Real estate assets, net | 1,686,154 | 1,685,269 |
Acquired real estate leases, less accumulated amortization of $108,771 and $112,441, respectively | 115,471 | 125,491 |
Investment in non-consolidated REITs | 74,423 | 75,165 |
Asset held for sale | 3,871 | |
Cash and cash equivalents | 11,143 | 9,335 |
Restricted cash | 31 | 31 |
Tenant rent receivables, less allowance for doubtful accounts of $100 and $100, respectively | 3,785 | 3,113 |
Straight-line rent receivable, less allowance for doubtful accounts of $50 and $50, respectively | 52,304 | 50,930 |
Prepaid expenses and other assets | 4,946 | 5,231 |
Related party mortgage loan receivable | 81,515 | 81,780 |
Other assets: derivative asset | 13,603 | 12,907 |
Office computers and furniture, net of accumulated depreciation of $1,315 and $1,277, respectively | 275 | 313 |
Deferred leasing commissions, net of accumulated amortization of $19,561 and $18,301, respectively | 34,636 | 34,697 |
Total assets | 2,078,286 | 2,088,133 |
Liabilities: | ||
Bank note payable | 295,000 | 280,000 |
Term loans payable, less unamortized financing costs of $4,461 and $4,783, respectively | 765,539 | 765,217 |
Accounts payable and accrued expenses | 50,529 | 57,259 |
Accrued compensation | 1,259 | 3,784 |
Tenant security deposits | 5,441 | 5,355 |
Other liabilities: derivative liabilities | 4,351 | 5,551 |
Acquired unfavorable real estate leases, less accumulated amortization of $8,584 and $8,422, respectively | 8,144 | 8,923 |
Total liabilities | 1,130,263 | 1,126,089 |
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, 107,231,155 and 107,231,155 shares issued and outstanding, respectively | 11 | 11 |
Additional paid-in capital | 1,356,457 | 1,356,457 |
Accumulated other comprehensive income (loss) | 7,351 | 5,478 |
Distributions in excess of accumulated earnings | (415,796) | (399,902) |
Total stockholders' equity | 948,023 | 962,044 |
Total liabilities and stockholders' equity | $ 2,078,286 | $ 2,088,133 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Condensed Consolidated Balance Sheets | ||
Acquired real estate leases, accumulated amortization | $ 108,771 | $ 112,441 |
Tenant rent receivables, allowance for doubtful accounts | 100 | 100 |
Straight-line rent receivable, allowance for doubtful accounts | 50 | 50 |
Office computers and furniture, accumulated depreciation | 1,315 | 1,277 |
Deferred leasing commissions, accumulated amortization | 19,561 | 18,301 |
Term loan payable, unamortized financing costs | 4,461 | 4,783 |
Acquired unfavorable real estate leases, accumulated amortization | $ 8,584 | $ 8,422 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 180,000,000 | 180,000,000 |
Common stock, shares issued (in shares) | 107,231,155 | 107,231,155 |
Common stock, shares outstanding (in shares) | 107,231,155 | 107,231,155 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Rental | $ 67,376,000 | $ 58,360,000 |
Related party revenue: | ||
Management fees and interest income from loans | 1,370,000 | 1,433,000 |
Other | 10,000 | 20,000 |
Total revenues | 68,756,000 | 59,813,000 |
Expenses: | ||
Real estate operating expenses | 17,308,000 | 15,292,000 |
Real estate taxes and insurance | 12,403,000 | 9,150,000 |
Depreciation and amortization | 25,332,000 | 22,445,000 |
Selling, general and administrative | 3,443,000 | 3,530,000 |
Interest | 7,579,000 | 6,433,000 |
Total expenses | 66,065,000 | 56,850,000 |
Income before equity in losses of non-consolidated REITs, other and gain (loss) on sale of properties, less applicable income tax and taxes | 2,691,000 | 2,963,000 |
Equity in losses of non-consolidated REITs | (397,000) | (286,000) |
Other | 22,000 | |
Gain (loss) on sale of properties, less applicable income tax | 2,289,000 | |
Income before taxes on income | 4,605,000 | 2,677,000 |
Taxes on income | 125,000 | 98,000 |
Net income | $ 4,480,000 | $ 2,579,000 |
Weighted average number of shares outstanding, basic and diluted (in shares) | 107,231 | 100,187 |
Net income per share, basic and diluted (in dollars per share) | $ 0.04 | $ 0.03 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements of Other Comprehensive Income (Loss) | ||
Net income | $ 4,480 | $ 2,579 |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on derivative financial instruments | 1,873 | (6,115) |
Total other comprehensive income (loss) | 1,873 | (6,115) |
Comprehensive income (loss) | $ 6,353 | $ (3,536) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 4,480 | $ 2,579 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 25,937 | 22,962 |
Amortization of above and below market leases | (168) | 81 |
Hedge ineffectiveness | (22) | |
(Gain) loss on sale of properties and property held for sale, less applicable income tax | (2,289) | |
Equity in losses of non-consolidated REITs | 397 | 286 |
Changes in operating assets and liabilities: | ||
Restricted cash | 13 | |
Tenant rent receivables | (672) | (793) |
Straight-line rents | (1,082) | (1,275) |
Lease acquisition costs | (292) | (199) |
Prepaid expenses and other assets | 1 | (791) |
Accounts payable, accrued expenses and other items | (10,219) | (10,374) |
Accrued compensation | (2,525) | (2,452) |
Tenant security deposits | 86 | (396) |
Payment of deferred leasing commissions | (1,606) | (1,825) |
Net cash provided by operating activities | 12,026 | 7,816 |
Cash flows from investing activities: | ||
Property improvements, fixtures and equipment | (11,615) | (6,699) |
Office computers and furniture | (21) | |
Distributions in excess of earnings from non-consolidated REITs | 346 | 27 |
Repayment of related party mortgage loan receivable | 265 | 39,066 |
Proceeds received on sales of real estate assets | 6,160 | |
Net cash used in investing activities | (4,844) | 32,373 |
Cash flows from financing activities: | ||
Distributions to stockholders | (20,374) | (19,036) |
Borrowings under bank note payable | 30,000 | 15,000 |
Repayments of bank note payable | (15,000) | (40,000) |
Net cash provided by (used in) financing activities | (5,374) | (44,036) |
Net increase (decrease) in cash and cash equivalents | 1,808 | (3,847) |
Cash and cash equivalents, beginning of year | 9,335 | 18,163 |
Cash and cash equivalents, end of period | 11,143 | 14,316 |
Non-cash investing and financing activities: | ||
Accrued costs for purchase of real estate assets | $ 8,719 | $ 1,887 |
Organization, Properties, Basis
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards | |
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards | 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 Property Management LLC provides asset management and property management services. The Company also has a non-controlling common stock interest in seven corporations organized to operate as real estate investment trusts (“REIT”) and a non-controlling preferred stock interest in two of those REITs. Collectively, the seven REITs are referred to as the “Sponsored REITs”. As of March 31, 2017, the Company owned and operated a portfolio of real estate consisting of 35 operating properties, one property that is in redevelopment and seven managed Sponsored REITs; and held five promissory notes secured by mortgages on real estate owned by Sponsored REITs, including two mortgage loans and three revolving lines of credit. From time-to-time, the Company may acquire, develop or redevelop 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. Properties The following table summarizes the Company’s number of operating properties and rentable square feet of real estate. In January 2016, the Company classified one property as a redevelopment, which is excluded as of March 31, 2017. As of March 31, 2017 2016 Commercial real estate: Number of properties 35 35 Rentable square feet 10,118,112 9,325,249 Basis of Presentation The unaudited condensed consolidated financial statements of the Company include all of the accounts of the Company and its majority-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, 2016, 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 months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or for any other period. Financial Instruments As disclosed in Note 4, the Company’s derivatives are recorded at fair value using Level 2 inputs. The Company estimates that the carrying values of cash and cash equivalents, restricted cash, receivables and tenant security deposits approximate their fair values based on their short-term maturity and the loan receivable, bank note and term loans payable approximate their fair values as they bear interest at variable interest rates at spreads that approximate market. Recent Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. This update is effective for interim and annual reporting periods beginning after December 15, 2017. A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from Topic 606. We are continuing to evaluate Topic 606; however, we do not believe there will be a material impact on the timing of our revenue recognition in the consolidated financial statements. We currently expect to adopt the standard using the modified retrospective approach. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update requires an entity to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. This update is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter with early adoption permitted. The implementation of this update did not cause any significant changes to the consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments in ASU 2015-02 using: (a) a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption; or (b) by applying the amendments retrospectively. The implementation of this update did not cause any material changes to the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02). ASU 2016-02 requires lessees to establish a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term on their balance sheets. Lessees will continue to recognize lease expenses on their income statements in a manner similar to current accounting. The guidance also eliminates current real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. This new standard is effective for annual periods beginning after December 15, 2018, and interim periods thereafter with early adoption permitted. The Company is currently evaluating the potential changes from Topic 842 to future financial reporting and disclosures. The Company expects that the adoption of this standard in 2019 will increase our assets and liabilities by approximately $3 million for the addition of right-of-use assets and lease liabilities related to an operating lease for office space; however, we do not expect the adoption of this standard to have a material impact to our results of operations or liquidity. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies how reporting entities present and classify certain cash receipts and cash payments in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently assessing the potential impact that adoption of ASU No. 2016-15 will have in our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies how reporting entities should present restricted cash and restricted cash equivalents. Reporting entities will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. ASU No. 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-18 will have in our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which provides additional guidance on evaluating whether transactions should be accounted for as an acquisition (or disposal) of assets or of a business. The update defines three requirements for a set of assets and activities (collectively referred to as a “set”) to be considered a business: inputs, processes and outputs. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. This update will be applied prospectively to any transactions occurring within the period of adoption. We are currently assessing the impact of the update; however, subsequent to adoption we believe certain property acquisitions which under previous guidance would have been accounted for as business combinations will be accounted for as acquisitions of assets. In an acquisition of assets, certain acquisition costs are capitalized as opposed to expensed under business combination guidance. |
Related Party Transactions and
Related Party Transactions and Investments in Non-Consolidated Entities | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions and Investments in Non-Consolidated Entities | |
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 |
Bank Note Payable and Term Note
Bank Note Payable and Term Note Payable | 3 Months Ended |
Mar. 31, 2017 | |
Bank Note Payable and Term Note Payable | |
Bank Note Payable and Term Note Payable | 3. Bank Note Payable and Term Note Payable JPM Term Loan On November 30, 2016, the Company entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and lender, and the other lending institutions party thereto (“JPM Credit Agreement”), to provide a single unsecured bridge loan in the aggregate principal amount of $150 million (the “JPM Term Loan”) that remains fully advanced and outstanding. The JPM Term Loan has a two year term that matures on November 30, 2018. The JPM Term Loan bears interest at either (i) a number of basis points over the Eurodollar Rate depending on the Company’s credit rating (135.0 basis points over the Eurodollar Rate at March 31, 2017) or (ii) a number of basis points over the base rate depending on the Company’s credit rating (35.0 basis points over the base rate at March 31, 2017). Based upon the Company’s credit rating, as of March 31, 2017, the weighted average interest rate on the JPM Term Loan was 2.35% per annum. The weighted average interest rate on the JPM Term Loan during the three months ended March 31, 2017 was approximately 2.16% per annum. The weighted average interest rate on the JPM Term Loan during the year ended December 31, 2016 was approximately 1.99% per annum. The JPM Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type. The JPM Credit Agreement also contains financial covenants that require the Company to maintain a minimum tangible net worth, a minimum fixed charge coverage ratio, a maximum secured leverage ratio, a maximum leverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest coverage and a maximum ratio of certain investments to total assets. The Company was in compliance with the JPM Term Loan financial covenants as of March 31, 2017. The Company used the net proceeds of the JPM Term Loan to acquire the property located at 600 17th Street, Denver, Colorado on December 1, 2016 and for other general business purposes. BMO Term Loan On July 21, 2016, the Company entered into a First Amendment (the “BMO First Amendment”) to the Amended and Restated Credit Agreement dated October 29, 2014 (among the Company, the lending institutions party thereto and Bank of Montreal, as administrative agent ( as amended by the BMO First Amendment, the “BMO Credit Agreement”). The BMO Credit Agreement provides for a single, unsecured term loan borrowing in the amount of $220 million (the “BMO Term Loan”) that remains fully advanced and outstanding. The BMO Term Loan matures on August 26, 2020. The BMO Credit Agreement also includes an accordion feature that allows up to $50 million of additional loans, subject to receipt of lender commitments and satisfaction of certain customary conditions. The BMO Term Loan bears interest at either (i) a number of basis points over LIBOR depending on the Company’s credit rating (165 basis points over LIBOR at March 31, 2017) or (ii) a number of basis points over the base rate depending on the Company’s credit rating (65 basis points over the base rate at March 31, 2017). Although the interest rate on the BMO Term Loan is variable, the Company fixed the base LIBOR interest rate by entering into an interest rate swap agreement. On August 26, 2013, the Company entered into an ISDA Master Agreement with Bank of Montreal that fixed the base LIBOR interest rate on the BMO Term Loan at 2.32% per annum for seven years, until the August 26, 2020 maturity date. Accordingly, based upon the Company’s credit rating, as of March 31, 2017, the effective interest rate on the BMO Term Loan was 3.97% per annum. The BMO Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type. The BMO Credit Agreement also contains financial covenants that require the Company to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, minimum unsecured interest coverage and a maximum ratio of certain investments to total assets. The Company was in compliance with the BMO Term Loan financial covenants as of March 31, 2017. The Company may use the proceeds of the loans under the BMO Credit Agreement to finance the acquisition of real properties and for other permitted investments; to finance investments associated with Sponsored REITs, to refinance or retire indebtedness and for working capital and other general business purposes, in each case to the extent permitted under the BMO Credit Agreement. BAML Credit Facility On July 21, 2016, the Company entered into a First Amendment (the “BAML First Amendment”) to the Second Amended and Restated Credit Agreement dated October 29, 2014 among the Company, the lending institutions party thereto and Bank of America, N.A., as administrative agent, L/C Issuer and Swing Line Lender (as amended by the BAML First Amendment, the “BAML Credit Facility”) that continued an existing unsecured revolving line of credit (the “BAML Revolver”) and extended the maturity of a term loan (the “BAML Term Loan”). BAML Revolver Highlights · The BAML Revolver is for borrowings, at the Company’s election, of up to $500 million. Borrowings made pursuant to the BAML Revolver may be revolving loans, swing line loans or letters of credit, the combined sum of which may not exceed $500 million outstanding at any time. · Borrowings made pursuant to the BAML Revolver may be borrowed, repaid and reborrowed from time to time until the initial maturity date of October 29, 2018. The Company has the right to extend the initial maturity date of the BAML Revolver by an additional 12 months, or until October 29, 2019, upon payment of a fee and satisfaction of certain customary conditions. · The BAML Credit Facility includes an accordion feature that allows for an aggregate amount of up to $350 million of additional borrowing capacity applicable to the BAML Revolver and/or the BAML Term Loan subject to receipt of lender commitments and satisfaction of certain customary conditions. As of March 31, 2017, there were borrowings of $295 million outstanding under the BAML Revolver. The BAML Revolver bears interest at either (i) a margin over LIBOR depending on the Company’s credit rating (1.25% over LIBOR at March 31, 2017) or (ii) a margin over the base rate depending on the Company’s credit rating (0.25% over the base rate at March 31, 2017). The BAML Credit Facility also obligates the Company to pay an annual facility fee in an amount that is also based on the Company’s credit rating (0.25% at March 31, 2017). The facility fee is assessed against the total amount of the BAML Revolver, or $500 million. Based upon the Company’s credit rating, as of March 31, 2017, the weighted average interest rate on the BAML Revolver was 2.07% per annum. As of December 31, 2016, the weighted average interest rate on the BAML Revolver was 1.88% per annum and there were borrowings of $280 million outstanding. The weighted average interest rate on all amounts outstanding on the BAML Revolver during the three months ended March 31, 2017 was approximately 2.03% per annum. The weighted average interest rate on all amounts outstanding on the BAML Revolver during the year ended December 31, 2016 was approximately 1.73% per annum. BAML Term Loan Highlights · The BAML Term Loan is for $400 million. · The BAML Term Loan matures on September 27, 2021. · The BAML Credit Facility includes an accordion feature that allows for an aggregate amount of up to $350 million of additional borrowing capacity applicable to the BAML Revolver and/or the BAML Term Loan, subject to receipt of lender commitments and satisfaction of certain customary conditions. · On September 27, 2012, the Company drew down the entire $400 million and such amount remains fully advanced and outstanding under the BAML Credit Facility. The BAML Term Loan bears interest at either (i) a margin over LIBOR depending on the Company’s credit rating (1.45% over LIBOR at March 31, 2017) or (ii) a margin over the base rate depending on the Company’s credit rating (0.45% over the base rate at March 31, 2017). Although the interest rate on the BAML Credit Facility is variable, the Company fixed the base LIBOR interest rate on the BAML Term Loan by entering into an interest rate swap agreement. On September 27, 2012, the Company entered into an ISDA Master Agreement with Bank of America, N.A. that fixed the base LIBOR interest rate on the BAML Term Loan at 0.75% per annum until September 27, 2017. On July 22, 2016, the Company entered into ISDA Master Agreements with a group of banks that fixed the base LIBOR interest rate on the BAML Term Loan at 1.12% per annum for the period beginning on September 27, 2017 and ending on September 27, 2021. Accordingly, based upon the Company’s credit rating, as of March 31, 2017, the effective interest rate on the BAML Term Loan was 2.20% per annum. BAML Credit Facility General Information The BAML Credit Facility contains customary affirmative and negative covenants for credit facilities of this type. The BAML Credit Facility also contains financial covenants that require the Company to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, minimum unsecured interest coverage and a maximum ratio of certain investments to total assets. The Company was in compliance with the BAML Credit Facility financial covenants as of March 31, 2017. The Company may use the proceeds of the loans under the BAML Credit Facility to finance the acquisition of real properties and for other permitted investments; to finance investments associated with Sponsored REITs, to refinance or retire indebtedness and for working capital and other general business purposes, in each case to the extent permitted under the BAML Credit Facility. |
Financial Instruments_ Derivati
Financial Instruments: Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2017 | |
Financial Instruments: Derivatives and Hedging | |
Financial Instruments: Derivatives and Hedging | 4. Financial Instruments: Derivatives and Hedging On July 22, 2016, the Company fixed the interest rate for the period beginning on September 27, 2017 and ending on September 27, 2021 on the BAML Term Loan with multiple interest rate swap agreements (the “2017 Interest Rate Swap”). On August 26, 2013, the Company fixed the interest rate until August 26, 2020 on the BMO Term Loan with an interest rate swap agreement (the “BMO Interest Rate Swap”). On September 27, 2012, the Company fixed the interest rate until September 27, 2017 on the BAML Term Loan with an interest rate swap agreement (the “BAML Interest Rate Swap”). The variable rates that were fixed under the 2017 Interest Rate Swap, the BMO Interest Rate Swap and the BAML Interest Rate Swap are described in Note 3. The 2017 Interest Rate Swap, the BMO Interest Rate Swap and the BAML Interest Rate Swap qualify as cash flow hedges and have been recognized on the consolidated balance sheet at fair value. If a derivative qualifies as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings, which may increase or decrease reported net income and stockholders’ equity prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows. The following table summarizes the notional and fair value of our derivative financial instruments at March 31, 2017. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks. Notional Strike Effective Expiration Fair (in thousands) Value Rate Date Date Value 2017 Interest Rate Swap $ 400,000 1.12 % Sep-17 Sep-21 $ 12,925 BMO Interest Rate Swap $ 220,000 2.32 % Aug-13 Aug-20 $ (4,351) BAML Interest Rate Swap $ 400,000 0.75 % Sep-12 Sep-17 $ 678 On March 31, 2017, the 2017 Interest Rate Swap was reported an asset at its fair value of approximately $12.9 million, the BMO Interest Rate Swap was reported as a liability at its fair value of approximately $4.4 million and the BAML Interest Rate Swap was reported as an asset at its fair value of approximately $0.7 million. These are included in other liabilities: derivative liability and other assets: derivative asset on the consolidated balance sheet at March 31, 2017, respectively. Offsetting adjustments are reported as unrealized gains or losses on derivative financial instruments in accumulated other comprehensive income of $1.9 million. During the three months ended March 31, 2017, $0.8 million was reclassified out of other comprehensive income and into interest expense. Over time, the unrealized gains and losses held in accumulated other comprehensive income will be reclassified into earnings as an increase or reduction to interest expense in the same periods in which the hedged interest payments affect earnings. We estimate that approximately $3.6 million of the current balance held in accumulated other comprehensive income will be reclassified into earnings within the next 12 months. The Company is hedging the exposure to variability in anticipated future interest payments on existing debt. The fair value of the Company’s derivative instruments are determined using the net discounted cash flows of the expected cash flows of the derivative based on the market based interest rate curve and are adjusted to reflect credit or nonperformance risk. The risk is estimated by the Company using credit spreads and risk premiums that are observable in the market. These financial instruments were classified within Level 2 of the fair value hierarchy and were classified as an asset or liability on the condensed consolidated balance sheets. The Company’s derivatives are recorded at fair value in other liabilities in the condensed consolidated balance sheets and the effective portion of the derivatives’ fair value is recorded to other comprehensive income in the condensed consolidated statements of other comprehensive income (loss) and the ineffective portion of the derivatives’ fair value is recognized directly into earnings as other in the condensed consolidated statements of income. The interest rate swaps effectively fix the interest rate on the BAML Term Loan and BMO Term Loan; however, there is no floor on the variable interest rate of the swaps whereas the BAML Term Loan and BMO Term Loan are subject to a zero percent floor. As a result there is a mismatch and the ineffective portion of the derivatives’ changes in fair value are recognized directly into earnings. During the three months ended March 31, 2017, the Company recorded $22,000 of hedge ineffectiveness in earnings, which is included in “Other” in the condensed consolidated statements of income. In the event that LIBOR is negative, the Company will make payments to the hedge counterparty equal to the spread between LIBOR and zero, which will be included in interest expense in on our condensed consolidated statements of income. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Net Income Per Share | |
Net Income Per Share | 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 March 31, 2017 and 2016, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | 6. Stockholders’ Equity On August 16, 2016, the Company completed an underwritten public offering of 7,043,750 shares of its common stock (including 918,750 shares issued as a result of the full exercise of an overallotment option by the underwriter) at a price to the public of $12.35 per share. The proceeds from this public offering, net of underwriter discounts and offering costs, totaled approximately $82.9 million. As of March 31, 2017, the Company had 107,231,155 shares of common stock outstanding. The Company declared and paid dividends as follows (in thousands, except per share amounts): Dividends Per Total Quarter Paid Share Dividends First quarter of 2017 $ 0.19 $ 20,374 First quarter of 2016 $ 0.19 $ 19,036 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes | |
Federal Income Tax Reporting | 7. Income Taxes General 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 LLC and FSP Protective TRS Corp. are the Company’s taxable REIT subsidiaries operating as taxable corporations under the Code. 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. The Company adopted an accounting pronouncement related to uncertainty in income taxes effective January 1, 2007, which did not result in recording a liability, nor was any accrued interest and penalties recognized with the adoption. Accrued interest and penalties will be recorded as income tax expense, if the Company records a liability in the future. The Company’s effective tax rate was not affected by the adoption. 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 2013 and thereafter. The Company is subject to a business tax known as the Revised Texas Franchise Tax. 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 for the Revised Texas Franchise Tax of $89,000 and $87,000 for the three months ended March 31, 2017 and 2016, respectively. Net operating losses Section 382 of the Code restricts a corporation’s ability to use net operating losses (“NOLs”) to offset future taxable income following certain “ownership changes.” Such ownership changes occurred with past mergers and accordingly a portion of the NOLs incurred by the Sponsored REITs available for use by the Company in any particular future taxable year will be limited. To the extent that the Company does not utilize the full amount of the annual NOLs limit, the unused amount may be carried forward to offset taxable income in future years. NOLs expire 20 years after the year in which they arise, and the last of the Company’s NOLs will expire in 2027. A valuation allowance is provided for the full amount of the NOLs as the realization of any tax benefits from such NOLs is not assured. The gross amount of NOLs available to the Company was $13,041,000 as of each of March 31, 2017 and December 31, 2016. Income Tax Expense The income tax expense reflected in the condensed 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 expenses associated with these activities are reported as Other Taxes in the table below: For the Three Months Ended March 31, (Dollars in thousands) 2017 2016 Revised Texas franchise tax $ 89 $ 87 Other Taxes 36 11 Taxes on income $ 125 $ 98 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. |
Dispositions of Properties
Dispositions of Properties | 3 Months Ended |
Mar. 31, 2017 | |
Dispositions of property | |
Dispositions of properties | 8. Dispositions of properties During the three months ended December 31, 2016, we reached an agreement to sell an office property located in Milpitas, California. The property was classified as an asset held for sale at December 31, 2016 and was sold on January 6, 2017 at approximately a $2.3 million gain. During the year ended December 31, 2016, the Company sold an office property located in Maryland Heights, Missouri on April 5, 2016, at a $4.2 million gain. During the three months ended June 30, 2016, the Company reached a decision to classify its office property located in Federal Way, Washington, as an asset held for sale. In evaluating the Federal Way, Washington property, management considered various subjective factors. The Company concluded that selling the property was the more prudent decision and outweighed the potential future benefit of continuing to hold the property. The property was expected to sell within one year at a loss, which was recorded as a provision for loss on a property held for sale net of applicable income taxes and was classified as an asset held for sale. The Company sold the property on December 16, 2016 for $7.3 million of net proceeds resulting in a total loss of $7.1 million, net of applicable income taxes. The disposals did not represent a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, the properties remain classified within continuing operations for all periods presented. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 9. Subsequent Events On April 7, 2017, the Board of Directors of the Company declared a cash distribution of $0.19 per share of common stock payable on May 11, 2017 to stockholders of record on April 21, 2017. |
Organization, Properties, Bas16
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements of the Company include all of the accounts of the Company and its majority-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, 2016, 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 months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or for any other period. |
Financial Instruments | Financial Instruments As disclosed in Note 4, the Company’s derivatives are recorded at fair value using Level 2 inputs. The Company estimates that the carrying values of cash and cash equivalents, restricted cash, receivables and tenant security deposits approximate their fair values based on their short-term maturity and the loan receivable, bank note and term loans payable approximate their fair values as they bear interest at variable interest rates at spreads that approximate market. |
Recent Accounting Standards | Recent Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. This update is effective for interim and annual reporting periods beginning after December 15, 2017. A substantial portion of our revenue consists of rental income from leasing arrangements, which is specifically excluded from Topic 606. We are continuing to evaluate Topic 606; however, we do not believe there will be a material impact on the timing of our revenue recognition in the consolidated financial statements. We currently expect to adopt the standard using the modified retrospective approach. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update requires an entity to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. This update is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter with early adoption permitted. The implementation of this update did not cause any significant changes to the consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments in ASU 2015-02 using: (a) a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption; or (b) by applying the amendments retrospectively. The implementation of this update did not cause any material changes to the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02). ASU 2016-02 requires lessees to establish a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term on their balance sheets. Lessees will continue to recognize lease expenses on their income statements in a manner similar to current accounting. The guidance also eliminates current real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. This new standard is effective for annual periods beginning after December 15, 2018, and interim periods thereafter with early adoption permitted. The Company is currently evaluating the potential changes from Topic 842 to future financial reporting and disclosures. The Company expects that the adoption of this standard in 2019 will increase our assets and liabilities by approximately $3 million for the addition of right-of-use assets and lease liabilities related to an operating lease for office space; however, we do not expect the adoption of this standard to have a material impact to our results of operations or liquidity. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies how reporting entities present and classify certain cash receipts and cash payments in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently assessing the potential impact that adoption of ASU No. 2016-15 will have in our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies how reporting entities should present restricted cash and restricted cash equivalents. Reporting entities will show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. ASU No. 2016-18 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-18 will have in our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which provides additional guidance on evaluating whether transactions should be accounted for as an acquisition (or disposal) of assets or of a business. The update defines three requirements for a set of assets and activities (collectively referred to as a “set”) to be considered a business: inputs, processes and outputs. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. This update will be applied prospectively to any transactions occurring within the period of adoption. We are currently assessing the impact of the update; however, subsequent to adoption we believe certain property acquisitions which under previous guidance would have been accounted for as business combinations will be accounted for as acquisitions of assets. In an acquisition of assets, certain acquisition costs are capitalized as opposed to expensed under business combination guidance. |
Organization, Properties, Bas17
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards | |
Summary of the entity's investment in real estate assets, including number of properties and rentable square feet of real estate | As of March 31, 2017 2016 Commercial real estate: Number of properties 35 35 Rentable square feet 10,118,112 9,325,249 |
Related Party Transactions an18
Related Party Transactions and Investments in Non-Consolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions and Investments in Non-Consolidated Entities | |
Schedule of 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 |
Summary of the Sponsored REIT Loans outstanding | 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. |
Summary of financial information of Sponsored REITs | 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 |
Financial Instruments_ Deriva19
Financial Instruments: Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Financial Instruments: Derivatives and Hedging | |
Schedule of notional and fair value of derivative financial instruments | Notional Strike Effective Expiration Fair (in thousands) Value Rate Date Date Value 2017 Interest Rate Swap $ 400,000 1.12 % Sep-17 Sep-21 $ 12,925 BMO Interest Rate Swap $ 220,000 2.32 % Aug-13 Aug-20 $ (4,351) BAML Interest Rate Swap $ 400,000 0.75 % Sep-12 Sep-17 $ 678 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity | |
Schedule of dividends declared and paid | Dividends Per Total Quarter Paid Share Dividends First quarter of 2017 $ 0.19 $ 20,374 First quarter of 2016 $ 0.19 $ 19,036 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes | |
Schedule of income tax expense reflected in the condensed consolidated statements of income | For the Three Months Ended March 31, (Dollars in thousands) 2017 2016 Revised Texas franchise tax $ 89 $ 87 Other Taxes 36 11 Taxes on income $ 125 $ 98 |
Organization, Properties, Bas22
Organization, Properties, Basis of Presentation, Financial Instruments and Recent Accounting Standards (Details) $ in Thousands | Dec. 31, 2019USD ($) | Mar. 31, 2017USD ($)ft²entityitemproperty | Dec. 31, 2016USD ($)entity | Mar. 31, 2016ft²property |
Properties | ||||
Rentable square feet | ft² | 10,118,112 | 9,325,249 | ||
Number of REITs in which the entity holds non-controlling common stock interest | entity | 7 | 7 | ||
Number of REITs in which the entity holds non-controlling preferred stock interest | entity | 2 | |||
Number of properties | property | 35 | 35 | ||
Number of properties in redevelopment | property | 1 | |||
Number of promissory notes secured by mortgages on real estate owned by Sponsored REITs | item | 5 | |||
Recently Issued Accounting Standards | ||||
Assets | $ 2,078,286 | $ 2,088,133 | ||
Liabilities | $ 1,130,263 | $ 1,126,089 | ||
Accounting Standards Update 2016-02 | Scenario Forecast Adjustment | ||||
Recently Issued Accounting Standards | ||||
Assets | $ 3,000 | |||
Liabilities | $ 3,000 | |||
Mortgage loan secured by property | ||||
Properties | ||||
Number of promissory notes secured by mortgages on real estate owned by Sponsored REITs | item | 2 | |||
Secured revolving lines of credit | ||||
Properties | ||||
Number of promissory notes secured by mortgages on real estate owned by Sponsored REITs | item | 3 | |||
FSP Investments LLC | ||||
Properties | ||||
Ownership interest (as a percent) | 100.00% | |||
FSP Property Management LLC | ||||
Properties | ||||
Ownership interest (as a percent) | 100.00% | |||
FSP Holdings LLC | ||||
Properties | ||||
Ownership interest (as a percent) | 100.00% | |||
FSP Protective TRS Corp. | ||||
Properties | ||||
Ownership interest (as a percent) | 100.00% |
Related Party Transactions an23
Related Party Transactions and Investments in Non-Consolidated Entities - Investment in Sponsored REITs (Details) | 12 Months Ended | |
Dec. 31, 2016entityproperty | Mar. 31, 2017entity | |
Related Party Transactions and Investments in Non-Consolidated Entities | ||
Number of REITs in which the entity holds non-controlling common stock interest | entity | 7 | 7 |
Number of REITs in which the entity holds non-controlling preferred stock interest | entity | 2 | |
Number of properties sold | property | 2 | |
Number of entities holding mortgage loans | property | 1 |
Related Party Transactions an24
Related Party Transactions and Investments in Non-Consolidated Entities - Investment in Sponsored REITs - Property Sold (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
FSP 385 Interlocken Development, Corp. | |
Investment in Sponsored REITs | |
Repayment of principal | $ 37,500,000 |
Related Party Transactions an25
Related Party Transactions and Investments in Non-Consolidated Entities - Equity in losses of investment in non-consolidated REITs (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
May 31, 2009 | Dec. 31, 2007 | Mar. 31, 2017 | Mar. 31, 2016 | |
Sponsored REITs | ||||
Equity in losses of non-consolidated REITs | $ 397,000 | $ 286,000 | ||
Distributions received from non-consolidated REITs | ||||
Distributions from non-consolidated REITs | 346,000 | 27,000 | ||
East Wacker | ||||
Sponsored REITs | ||||
Equity in losses of non-consolidated REITs | 142,000 | 257,000 | ||
Preferred shares purchased | 965.75 | |||
Percentage of outstanding preferred shares purchased | 43.70% | |||
Net cost of preferred shares purchased | $ 82,813,000 | |||
Offering price of preferred shares purchased | 96,575,000 | |||
Commissions excluded | 7,726,000 | |||
Loan fees excluded | 5,553,000 | |||
Acquisition fees excluded | $ 483,000 | |||
Grand Boulevard | ||||
Sponsored REITs | ||||
Equity in losses of non-consolidated REITs | $ 255,000 | $ 29,000 | ||
Preferred shares purchased | 175.5 | |||
Percentage of outstanding preferred shares purchased | 27.00% | |||
Net cost of preferred shares purchased | $ 15,049,000 | |||
Offering price of preferred shares purchased | 17,550,000 | |||
Commissions excluded | 1,404,000 | |||
Loan fees excluded | 1,009,000 | |||
Acquisition fees excluded | $ 88,000 |
Related Party Transactions an26
Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Management fees and interest income from loans | ||
Asset management fees, low end of range (as a percent) | 1.00% | |
Asset management fees, high end of range (as a percent) | 5.00% | |
Notice period for cancellation of applicable contracts | 30 days | |
Asset management fee income from non-consolidated entities | $ 156,000 | $ 154,000 |
Sponsored REITs | ||
Management fees and interest income from loans | ||
Impairment of Sponsored REIT | $ 0 |
Related Party Transactions an27
Related Party Transactions and Investments in Non-Consolidated Entities - Summarized financial information for Sponsored REITs (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)entity | Mar. 31, 2016USD ($)entity | Dec. 31, 2016USD ($) | |
Related Party Transactions and Investments in Non-Consolidated Entities | |||
Number of REITs in which are included in the operations data | entity | 7 | 9 | |
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 | |
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 |
Related Party Transactions an28
Related Party Transactions and Investments in Non-Consolidated Entities - Sponsored REIT Loans outstanding (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)loan | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Sponsored REITs | |||
Number of Sponsored REIT loans which bear interest at a fixed rate | loan | 2 | ||
Maximum amount of loan | $ 90,300,000 | ||
Amount Drawn | $ 81,515,000 | $ 81,780,000 | |
Sponsored REITs | |||
Sponsored REITs | |||
Term of sponsored REIT loan secured by mortgage, minimum | 1 year | ||
Term of sponsored REIT loan secured by mortgage, maximum | 3 years | ||
Interest income and fees from the Sponsored REIT Loans | $ 1,214,000 | $ 1,279,000 | |
Secured revolving lines of credit | FSP Satellite Place Corp. | |||
Sponsored REITs | |||
Maximum amount of loan | 5,500,000 | ||
Amount Drawn | $ 2,915,000 | ||
Sponsored REIT loans, base rate | 30-day LIBOR | ||
Sponsored REIT loans, base rate margin (as a percent) | 4.40% | ||
Draw Fee (as a percent) | 0.50% | ||
Interest rate (as a percent) | 5.21% | ||
Secured revolving lines of credit | FSP 1441 Main Street Corp. | |||
Sponsored REITs | |||
Maximum amount of loan | $ 10,800,000 | ||
Amount Drawn | $ 9,000,000 | ||
Sponsored REIT loans, base rate | 30-day LIBOR | ||
Sponsored REIT loans, base rate margin (as a percent) | 4.40% | ||
Draw Fee (as a percent) | 0.50% | ||
Interest rate (as a percent) | 5.21% | ||
Secured revolving lines of credit | FSP Energy Tower I Corp. | |||
Sponsored REITs | |||
Maximum amount of loan | $ 20,000,000 | ||
Amount Drawn | $ 15,600,000 | ||
Sponsored REIT loans, base rate | 30-day LIBOR | ||
Sponsored REIT loans, base rate margin (as a percent) | 5.00% | ||
Draw Fee (as a percent) | 0.50% | ||
Interest rate (as a percent) | 5.81% | ||
Mortgage loan secured by property | FSP Monument Circle LLC | |||
Sponsored REITs | |||
Maximum amount of loan | $ 21,000,000 | ||
Amount Drawn | $ 21,000,000 | ||
Fixed rate of interest (as a percent) | 4.90% | ||
Interest rate (as a percent) | 4.90% | ||
Origination fee | $ 164,000 | ||
Exit fee | 38,000 | ||
Mortgage loan secured by property | FSP Energy Tower I Corp. | |||
Sponsored REITs | |||
Maximum amount of loan | 33,000,000 | ||
Amount Drawn | $ 33,000,000 | ||
Fixed rate of interest (as a percent) | 6.41% | ||
Interest rate (as a percent) | 6.41% | ||
Extension fee | $ 108,900 |
Bank Note Payable and Term No29
Bank Note Payable and Term Note Payable (Details) - USD ($) $ in Thousands | Jul. 22, 2016 | Aug. 26, 2013 | Sep. 27, 2012 | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Jul. 21, 2016 |
Debt Instrument [Line Items] | |||||||
Borrowings outstanding | $ 295,000 | $ 280,000 | |||||
BAML Revolver | |||||||
Debt Instrument [Line Items] | |||||||
Total available | 500,000 | ||||||
Additional borrowing capacity allowed by exercising an accordion feature | 350,000 | ||||||
Borrowings outstanding | $ 295,000 | ||||||
Extension available on debt | 12 months | ||||||
Facility fee (as a percent) | 0.25% | ||||||
Interest rate during period (as a percent) | 2.07% | 1.88% | |||||
Weighted average interest rate (as a percent) | 2.03% | 1.73% | |||||
BAML Revolver | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.25% | ||||||
BAML Revolver | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.25% | ||||||
BAML Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of loan | $ 400,000 | ||||||
Amount drawn down | $ 400,000 | ||||||
Additional borrowing capacity allowed by exercising an accordion feature | $ 350,000 | ||||||
Effective interest rate (as a percent) | 2.20% | ||||||
BAML Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.45% | ||||||
Fixed rate (as a percent) | 0.75% | ||||||
Future fixed interest rate | 1.12% | ||||||
BAML Term Loan | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.45% | ||||||
JPM Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of loan | $ 150,000 | ||||||
Term of the borrowing | 2 years | ||||||
Interest rate during period (as a percent) | 2.16% | 1.99% | |||||
Weighted average interest rate (as a percent) | 2.35% | ||||||
JPM Term Loan | Eurodollar Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate at period end (as a percent) | 1.35% | ||||||
JPM Term Loan | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate at period end (as a percent) | 0.35% | ||||||
BMO Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of loan | $ 220,000 | ||||||
Additional borrowing capacity allowed by exercising an accordion feature | $ 50,000 | ||||||
Effective interest rate (as a percent) | 3.97% | ||||||
BMO Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.65% | ||||||
Fixed rate (as a percent) | 2.32% | ||||||
Term pursuant to interest rate swap agreement | 7 years | ||||||
BMO Term Loan | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.65% |
Financial Instruments_ Deriva30
Financial Instruments: Derivatives and Hedging (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Financial Instruments: Derivatives and Hedging | |
Interest reclassified from accumulated other comprehensive income into interest expense | $ 800 |
Amount estimated to be reclassified into earnings within next 12 months | 3,600 |
Hedge ineffectiveness | 22 |
Cash flow hedges | |
Financial Instruments: Derivatives and Hedging | |
Unrealized gains or losses on derivative financial instruments in accumulated other comprehensive income | $ 1,900 |
BMO Term Loan | BAML Term Loan | |
Financial Instruments: Derivatives and Hedging | |
Percentage floor of spread payable to the counterparty | 0.00% |
2017 Interest Rate Swap | Cash flow hedges | |
Financial Instruments: Derivatives and Hedging | |
Notional Value | $ 400,000 |
Strike Rate (as a percent) | 1.12% |
Fair Value | $ 12,925 |
BMO Interest Rate Swap | Cash flow hedges | |
Financial Instruments: Derivatives and Hedging | |
Notional Value | $ 220,000 |
Strike Rate (as a percent) | 2.32% |
Fair Value | $ (4,351) |
BAML Interest Rate Swap | Cash flow hedges | |
Financial Instruments: Derivatives and Hedging | |
Notional Value | $ 400,000 |
Strike Rate (as a percent) | 0.75% |
Fair Value | $ 678 |
Net Income Per Share (Details)
Net Income Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net Income Per Share | ||
Potential dilutive shares outstanding | 0 | 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 16, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Equity offerings | ||||
Common stock, shares outstanding (in shares) | 107,231,155 | 107,231,155 | ||
Dividends declared and paid | ||||
Cash dividend declared per share (in dollars per share) | $ 0.19 | $ 0.19 | ||
Total Dividends | $ 20,374 | $ 19,036 | ||
Public Offering and Over Allotment Option | ||||
Equity offerings | ||||
Shares of common stock sold | 7,043,750 | |||
Price per share of common stock sold (in dollars per share) | $ 12.35 | |||
Proceeds from the issuance of common stock, net | $ 82,900 | |||
Underwriter Overallotment Option | ||||
Equity offerings | ||||
Shares of common stock sold | 918,750 |
Income Taxes - General and Inco
Income Taxes - General and Income Tax Expense (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Taxes | |||
Maximum ownership as a percentage of the voting power or value of the securities of each issuer other than REIT or "TRS" | 10.00% | ||
Maximum ownership of securities in all TRS (as a percent) | 25.00% | ||
Maximum ownership of securities in all TRS when considered together with other non-real estate assets (as a percent) | 25.00% | ||
Period of statute of limitations applicable to the entity's income tax returns | 3 years | ||
Net operating losses | |||
NOLs expiration period | 20 years | ||
Gross amount of NOLs available to company | $ 13,041,000 | $ 13,041,000 | |
Income Tax Expense | |||
Revised Texas franchise tax | 89,000 | $ 87,000 | |
Other Taxes | 36,000 | 11,000 | |
Taxes on income | 125,000 | $ 98,000 | |
Deferred income taxes | $ 0 |
Dispositions of Properties (Det
Dispositions of Properties (Details) - USD ($) $ in Thousands | Jan. 06, 2017 | Dec. 16, 2016 | Apr. 05, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Gain (loss) on sale of property | |||||
Gain (loss) on sale of property | $ 2,289 | ||||
Asset held for sale | $ 3,871 | ||||
Office Property In Milpitas, California | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||
Gain (loss) on sale of property | |||||
Gain (loss) on sale of property | $ 2,300 | ||||
Office Property In Maryland Heights Missouri | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||
Gain (loss) on sale of property | |||||
Gain (loss) on sale of property | $ 4,200 | ||||
Office Property In Federal Way Washington | Disposal Group, Held-for-sale or Disposed of by Sale, Not Discontinued Operations | |||||
Gain (loss) on sale of property | |||||
Gain (loss) on sale of property | $ (7,100) | ||||
Net Proceeds | $ 7,300 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Apr. 07, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Events | |||
Cash dividend declared per share (in dollars per share) | $ 0.19 | $ 0.19 | |
Cash distribution declared | Subsequent Events. | |||
Subsequent Events | |||
Cash dividend declared per share (in dollars per share) | $ 0.19 |