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Related Party Transactions and Investments in Non-Consolidated Entities | 12 Months Ended
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Dec. 31, 2022
Related Party Transactions and Investments in Non-Consolidated Entities |
Related Party Transactions and Investments in Non-Consolidated Entities | 3. Related Party Transactions and Investments in Non-Consolidated Entities ​ Investment in Sponsored REITs ​ The Company held a common stock interest in 1, 2 and 2 Sponsored REITs at December 31, 2022, 2021 and 2020, respectively. The Company held a non-controlling preferred stock investment in two Sponsored REITs, FSP 303 East Wacker Drive Corp. (“East Wacker”) and FSP Grand Boulevard Corp. (“Grand Boulevard”), each of which were liquidated during the three months ended September 30, 2018. ​ Equity in income (loss) of investments in non-consolidated REITs were derived from the Company’s share of income or loss in the operations of those entities and includes gain or loss on liquidation. The Company exercised influence over, but did not control these entities, and investments were accounted for using the equity method. ​ Equity in income of investment in non-consolidated REITs: ​ The following table includes equity in income of investments in non-consolidated REITs: ​
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended | ​
​ | ​ | ​ | December 31, | ​
(in thousands) |  | 2021 |
​ | ​ | ​ | ​ |
Equity in income of East Wacker | ​ | $ | 421 | ​
Total | ​ | $ | 421 | ​
​ Equity in income of East Wacker was 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. On September 24, 2018, the property owned by East Wacker was sold at a gain. On October 6, 2021, the Company received a liquidating distribution of $0.4 million, which is included in equity in income of non-consolidated REITs on the consolidated statements of income. ​ The following table includes distributions received from non-consolidated REITs: ​
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended | ​
​ | ​ | ​ | December 31, | ​
(in thousands) |  | 2021 |
​ | ​ | ​ | ​ | ​
Distributions from East Wacker | ​ | $ | 421 | ​
​ | ​ | $ | 421 | ​
​ Non-consolidated REITs ​ As of December 31, 2022, the Company has a non-controlling common stock interest in one Sponsored REIT in which the Company no longer shares in economic benefit or risk. ​ 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 $28,000, $61,000 and $71,000 for the years ended December 31, 2022, 2021 and 2020, respectively. ​ The Company reviews the need for an allowance under CECL for Sponsored REIT loans at each reporting period. The measurement of expected credit losses is based upon historical experiences, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The Company has elected to apply the practical expedient for financial assets secured by collateral in instances where the borrower is experiencing financial difficulty and repayment of the Sponsored REIT Loan is expected to be provided substantially through operation or sale of the collateral. The Company uses the fair value of the collateral at the reporting date and an adjustment to the allowance for expected credit losses is recorded when the amortized cost basis of the financial asset exceeds the fair value of the collateral, less costs to sell. ​ The Company regularly evaluates the extent and impact of any credit deterioration that could affect performance and the value of the secured property, as well as the financial and operating capability of the borrower. A property’s operating results and existing cash balances are considered and used to assess whether cash flows from operations are sufficient to cover the current and future operating and debt service requirements. The Company also evaluates the borrower’s competency in managing and operating the secured property and considers the overall economic environment, real estate sector and geographic sub-market in which the secured property is located. The Company applies normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment. ​ The Company anticipates that the Sponsored REIT Loan will be repaid through cash flow from property operations or sale of the underlying property, although the actual amount and timing of any repayment is uncertain and will likely depend on prevailing market conditions at the time of any such sale. The following is a summary of the Sponsored REIT Loan outstanding as of December 31, 2022: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  |  |  |  |  | Maximum |  | Amount | Interest |
(dollars in thousands, except footnotes) |  | ​ | ​ | Maturity | ​ | Amount | ​ | Outstanding | Rate at |
Sponsored REIT |  | Location | ​ | Date | ​ | of Loan | ​ | 31-Dec-22 | 31-Dec-22 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
Mortgage loan secured by property | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
FSP Monument Circle LLC (1) | ​ | Indianapolis, IN | ​ | 30-Jun-23 | ​ | $ | 24,000 | ​ | $ | 24,000 | 7.51 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | $ | 24,000 | ​ | $ | 24,000 | ​ | ​
(1)This mortgage loan includes an origination fee of $164,000 and an exit fee of $38,000 when repaid by the borrower. The Company recognized interest income and fees from the Sponsored REIT Loans of approximately $1.8 million, $1.6 million and $1.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. On October 29, 2021, the Company agreed to amend and restate its existing Sponsored REIT Loan to FSP Monument Circle LLC to extend the maturity date from December 6, 2022 to June 30, 2023 and to advance an additional $3.0 million tranche of indebtedness to FSP Monument Circle LLC with the same June 30, 2023 maturity date, effectively increasing the aggregate principal amount of the Sponsored REIT Loan from $21 million to $24 million. In addition, the Company agreed to defer all principal and interest payments due under the Sponsored REIT Loan until the maturity date on June 30, 2023. As part of its consideration for agreeing to amend and restate the Sponsored REIT Loan, the Company obtained from the stockholders of the parent of FSP Monument Circle LLC the right to vote their shares in favor of any sale of the property owned by FSP Monument Circle LLC any time on or after January 1, 2023. The amended and restated Sponsored REIT Loan qualified as a troubled debt restructuring. There were no commitments to lend additional funds to the Sponsored REIT and the loan is collateralized by the mortgage held on the Sponsored REIT’s property and by cash accounts, as of December 31, 2022. As of December 31, 2021 and 2020, we did not have an allowance for credit losses recorded on our consolidated balance sheet. We recorded a $4.2 million increase in our provision for credit losses during the year ended December 31, 2022. The change in the allowance for credit losses during the year ended December 31, 2022 is primarily due to the deterioration within the current real estate market, changes to key assumptions applied within our financial model to reflect these market changes, such as the exit capitalization and discount rates, and due to an increase in the accrued interest receivable balance. The following table presents a roll-forward of our allowance for credit losses. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Year Ended December 31,
(Dollars in thousands) |  | ​ | 2022 |  | ​ | 2021 |  | ​ | 2020
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Beginning allowance for credit losses | ​ | $ | — | ​ | $ | — | ​ | $ | —
Additional increases to the allowance for credit losses | ​ | ​ | 4,237 | ​ | ​ | — | ​ | ​ | —
Ending allowance for credit losses | ​ | $ | 4,237 | ​ | $ | — | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ The following is quantitative information about significant unobservable inputs in our Level 3 measurement of the collateral of the Sponsored REIT Loan measured at fair value on a nonrecurring basis: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Fair Value (1) at |  | ​ |  | Significant |  | Range | ​ | Weighted
Description | ​ | December 31, 2022 | ​ | Valuation Technique | ​ | Unobservable Input | ​ | Min | ​ | Max |  | Average (2)
​ | ​ | ​ | (in thousands) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Sponsored REIT Loan | ​ | $ | 19,763 |  | Discounted Cash Flows | ​ | Exit Cap Rate |  | 7.50 | % | ​ | 7.50 | % | ​ | 7.50 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | Discount Rate | ​ | 9.50 | % | ​ | 9.50 | % | ​ | 9.50 | %
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(1) Classified within Level 3 of the fair value hierarchy. | ​
(2) Unobservable inputs were weighted based on the fair value of the related instrument. | ​
​

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