FRANKLIN STREET PROPERTIES CORP /MA/ 10-Q

Item 3.  Quantitative and Qualitative Disclosures About Market Risk ​ Market Rate Risk ​ We are exposed to changes in interest rates primarily from our floating rate borrowing arrangements. We use interest rate derivative instruments to manage exposure to interest rate changes. As of June 30, 2020 and December 31, 2019, if market rates on our outstanding borrowings under the BAML Revolver and the floating rate portion of the JPM Term Loan increased by 10% at maturity, or approximately 14 and 31 basis points, respectively, over the current variable rate, the increase in interest expense would decrease future earnings and cash flows by $0.1 million and $0.2 million annually, respectively. Based upon our credit rating, the interest rate on the BAML Revolver as of June 30, 2020 was LIBOR plus 120 basis points, or 1.36% per annum. Based upon our credit rating, the interest rate on the $50 million portion of the JPM Term Loan that is not subject to interest rate swap transactions as of June 30, 2020 was the LIBOR-based rate plus 125 basis points, or 1.44% per annum. We do not believe that the interest rate risk on the BAML Revolver and the JPM Term Loan is material as of June 30, 2020. ​ Although the interest rates on the BMO Term Loan, the BAML Term Loan and the JPM Term Loan are variable, the Company fixed the base LIBOR interest rates on the BMO Term Loan and the BAML Term Loan, and the LIBOR-based rate on a $100 million portion of the JPM Term Loan, by entering into interest rate swap agreements. 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 “2013 BMO Interest Rate Swap”). On March 7, 2019, the Company fixed the interest rate for the period beginning on March 29, 2019 and ending on November 30, 2021 for the notional value of $100 million on the JPM Term Loan with interest rate swap agreements (the “2019 JPM Interest Rate Swap”). On February 20, 2019, the Company fixed the interest rate for the period beginning August 26, 2020 and ending January 31, 2024 on the BMO Term Loan with interest rate swap agreements (the “2019 BMO Interest Rate Swap”). Accordingly, based upon our credit rating, as of June 30, 2020, the interest rate on the BAML Term Loan was 2.47% per annum, the interest rate on the BMO Term Loan was 3.57% per annum, and the interest rate on $100 million of the JPM Term Loan was 3.69% per annum. The fair value of these interest rate swaps are affected by changes in market interest rates. We believe that we have mitigated interest rate risk with respect to the BAML Term Loan through the 2017 Interest Rate Swap from September 27, 2017 until September 27, 2021. We believe that we have mitigated interest rate risk with respect to the BMO Term Loan through the 2013 BMO Interest Rate Swap and the 2019 BMO Interest Rate Swap until January 31, 2024. We believe that we have mitigated the interest rate risk on a $100 million portion of the JPM Term Loan until November 30, 2021 with the 2019 JPM Interest Rate Swap. These interest rate swaps were our only derivative instruments as of June 30, 2020. ​ The table below lists our derivative instruments, which are hedging variable cash flows related to interest on our BAML Term Loan, BMO Term Loan and a portion of the JPM Term Loan as of June 30, 2020 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional Strike Effective Expiration Fair (in thousands) ​ Value ​ Rate ​ Date ​ Date ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2017 Interest Rate Swap ​ $ 400,000 1.12 % Sep-17 Sep-21 ​ $ (4,880) ​ 2013 BMO Interest Rate Swap ​ $ 220,000 2.32 % Aug-13 Aug-20 ​ $ (734) ​ 2019 JPM Interest Rate Swap ​ $ 100,000 2.44 % Mar-19 Nov-21 ​ $ (3,241) ​ 2019 BMO Interest Rate Swap (1) ​ $ 220,000 2.39 % Aug-20 Jan-24 ​ $ (14,103) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Notional Value will decrease to $165 million on November 30, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our BMO Term Loan, BAML Term Loan and JPM Term Loan hedging transactions used derivative instruments that involve certain additional risks such as counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in either or both of the contracts. We require our derivatives contracts to be with counterparties that have investment grade ratings. As a result, we do not anticipate that any counterparty will fail to meet its obligations. However, there can be no assurance that we will be able to 37 Table of Contents adequately protect against the foregoing risks or that we will ultimately realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging strategies. ​ The Company’s derivatives are recorded at fair value in other assets and liabilities in the consolidated balance sheets, the effective portion of the derivatives’ fair value is recorded to other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). ​ The following table presents, as of June 30, 2020, our contractual variable rate borrowings under our BAML Revolver, which matures on January 12, 2022, under our JPM Term Loan, which matures on November 30, 2021, under our BAML Term Loan, which matures on January 12, 2023, under our BMO Term Loan Tranche A, which matures on November 30, 2021, under our BMO Term Loan Tranche B, which matures on January 31, 2024, under our Series A Notes, which mature on December 20, 2024, and under our Series B Notes, which mature on December 20, 2027. Under the BAML Revolver, we have the right to extend the initial maturity date with two additional six month extensions, or until January 12, 2023, upon payment of a fee and satisfaction of certain customary conditions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ (in thousands) ​ Total 2020 2021 2022 2023 2024 Thereafter BAML Revolver ​ $ 30,000 ​ $ — ​ $ — ​ $ 30,000 ​ $ — ​ $ — ​ $ — ​ JPM Term Loan ​ ​ 150,000 ​ ​ — ​ ​ 150,000 ​ — ​ — ​ ​ — ​ ​ — ​ BAML Term Loan ​ 400,000 ​ ​ — ​ ​ — ​ — ​ 400,000 ​ — ​ ​ — ​ BMO Term Loan Tranche A ​ 55,000 ​ ​ — ​ ​ 55,000 ​ ​ — ​ ​ — ​ — ​ — ​ BMO Term Loan Tranche B ​ ​ 165,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 165,000 ​ ​ — ​ Series A Notes ​ ​ 116,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 116,000 ​ — ​ Series B Notes ​ 84,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — ​ 84,000 ​ Total ​ $ 1,000,000 ​ $ — ​ $ 205,000 ​ $ 30,000 ​ $ 400,000 ​ $ 281,000 ​ $ 84,000 ​ ​ ​