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Related Party Transactions and Investments in Non-Consolidated Entities
12 Months Ended
Dec. 31, 2016
Related Party Transactions and Investments in Non-Consolidated Entities  
Related Party Transactions and Investments in Non-Consolidated Entities

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

 

Investment in Sponsored REITs

 

The Company held a common stock interest in 7,  9 and 10 Sponsored REITs at December 31, 2016, 2015 and 2014, respectively. The Company holds a non-controlling preferred stock investment in two of these Sponsored REITs East Wacker and 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. 

 

During the year ended December 31, 2015, a property owned by one Sponsored REIT was sold and, thereafter, liquidating distributions for their preferred shareholders were declared and issued. 

 

During the year ended December 31, 2014, properties owned by four Sponsored REITs were sold and, thereafter, liquidating distributions for their preferred shareholders were declared and issued.  The Company held a mortgage loan with two of these entities secured by the property owned by FSP Galleria North Corp. (“Galleria”) and the property owned by FSP Highland Place I Corp. (“Highland”).  The loan with Galleria in the principal amount of $13,880,000 was repaid by the proceeds of the sale and the loan with Highland in the principal amount of $3,395,000 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

(in thousands)

    

2016

    

2015

    

2014

 

 

 

 

 

 

 

 

 

 

 

 

Equity in losses of East Wacker

 

$

563

 

$

1,352

 

$

1,568

 

Equity in losses of Grand Boulevard

 

 

268

 

 

99

 

 

192

 

 

 

$

831

 

$

1,451

 

$

1,760

 

 

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 following table includes distributions received from non-consolidated REITs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

(in thousands)

    

2016

    

2015

    

2014

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from East Wacker

 

$

916

 

$

 —

 

$

 —

 

Distributions from Grand Boulevard

 

 

107

 

 

107

 

 

107

 

 

 

$

1,023

 

$

107

 

$

107

 

 

Non-consolidated REITs

 

The operating data below for 2016 includes the operations of the 9 Sponsored REITs and the 7 Sponsored REITs the Company held an interest in as of December 31, 2016.  The operating data below for 2015 includes the operations of the 10 Sponsored REITs the Company held an interest in during the year and the 9 Sponsored REITs the Company held an interest in as of December 31, 2015.  The operating data below for 2014 includes the operations of the 14 Sponsored REITs the Company held an interest in during the year and the 10 Sponsored REITs the Company held an interest in as of December 31, 2014.  

 

Summarized financial information for the Sponsored REITs is as follows:

 

 

 

 

 

 

 

 

 

 

    

December 31,

    

December 31,

 

(in thousands)

 

2016

 

2015

 

 

 

 

 

 

 

 

 

Balance Sheet Data (unaudited):

 

 

 

 

 

 

 

Real estate, net

 

$

345,532

 

$

418,959

 

Other assets

 

 

86,594

 

 

101,734

 

Total liabilities

 

 

(164,820)

 

 

(203,628)

 

Shareholders’ equity

 

$

267,306

 

$

317,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

 

December 31,

 

(in thousands)

    

2016

    

2015

    

2014

 

 

 

 

 

 

 

 

 

 

 

 

Operating Data (unaudited):

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

54,257

 

$

57,777

 

$

66,457

 

Other revenues

 

 

39

 

 

34

 

 

43

 

Operating and maintenance expenses

 

 

(29,186)

 

 

(31,693)

 

 

(34,318)

 

Depreciation and amortization

 

 

(18,274)

 

 

(21,149)

 

 

(23,417)

 

Interest expense

 

 

(8,481)

 

 

(9,920)

 

 

(9,627)

 

Gain on sale, less applicable income tax

 

 

26,397

 

 

 —

 

 

 —

 

Net income (loss)

 

$

24,752

 

$

(4,951)

 

$

(862)

 

 

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 day notice.  Asset management fee income from non-consolidated entities amounted to approximately $631,000,  $701,000 and $945,000 for the years ended December 31, 2016, 2015 and 2014, 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 require a 50 basis point draw fee. 

 

The following is a summary of the Sponsored REIT Loans outstanding as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

    

    

    

    

Maximum

    

Amount

    

 

    

    

    

    

Interest

 

(dollars in thousands)

    

 

 

Maturity

 

Amount

 

Drawn at

 

Interest

 

Draw

 

Rate at

 

Sponsored REIT

    

Location

 

Date

 

of Loan

 

31-Dec-16

 

Rate (1)

 

Fee (2)

 

31-Dec-16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured revolving lines of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FSP Satellite Place Corp.

 

Duluth, GA

 

31-Mar-17

 

$

5,500

 

$

3,180

 

L+

4.4

%  

0.5

%  

5.03

%

FSP 1441 Main Street Corp.

 

Columbia, SC

 

31-Mar-17

 

 

10,800

 

 

9,000

 

L+

4.4

%  

0.5

%  

5.03

%

FSP Energy Tower I Corp.

 

Houston, TX

 

30-Jun-17

 

 

20,000

 

 

15,600

 

L+

5.0

%  

0.5

%  

5.63

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage loan secured by property

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FSP Monument Circle LLC (3)

 

Indianapolis, IN

 

7-Dec-18

 

 

21,000

 

 

21,000

 

 

4.90

%  

n/a

 

4.90

%

FSP Energy Tower I Corp. (4)

 

Houston, TX

 

30-Jun-17

 

 

33,000

 

 

33,000

 

 

6.41

%  

n/a

 

6.41

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

90,300

 

$

81,780

 

 

 

 

 

 

 

 


(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)

This mortgage loan includes an origination fee of $164,000 and an exit fee of $38,000 when repaid by the borrower.

(4)

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 $4,834,000,  $5,230,000 and $5,296,000 for the years ended December 31, 2016, 2015 and 2014, respectively.