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, 2022 and December 31, 2021, if market rates on our outstanding borrowings under the BofA Revolver and the BofA Term Loan subject to a floating rate increased by 10% at maturity, or approximately 38 and 35 basis points, respectively, over the current variable rate, the increase in interest expense would decrease future earnings and cash flows by approximately $0.2 million and $0.4 million annually, respectively. Based upon our credit rating, the interest rate on the BofA Revolver as of June 30, 2022 was SOFR plus an adjustment of 0.11448% plus 195 basis points, or 3.75% per annum. Based upon our credit rating, the interest rate on the BofA Term Loan as of June 30, 2022 was LIBOR plus 175 basis points, or 3.54% per annum. There was $55.0 million drawn on the BofA Revolver and $110 million was outstanding on the BofA Term Loan as of June 30, 2022. We do not believe that the interest rate risk on the BofA Revolver and the BofA Term Loan are material as of June 30, 2022. ​ Although the interest rates on the BMO Term Loan and the BofA Term Loan are variable, and the interest rate on the previously outstanding JPM Term Loan was variable, the Company fixed the base LIBOR interest rates on the BMO Term Loan and the BofA Term Loan, and the LIBOR-based rate on the remaining $100 million portion of the JPM Term Loan that was repaid on June 4, 2021, 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 ended on September 27, 2021 on the BofA Term Loan with multiple interest rate swap agreements (the “2017 Interest Rate Swap”). On March 7, 2019, the Company fixed the interest rate for the period beginning on March 29, 2019 and ended 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 June 4, 2021, the Company paid approximately $1.2 million to terminate the 2019 JPM Interest Rate Swap, which was scheduled to mature on November 30, 2021. 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”). On June 4, 2021, the Company paid approximately $0.6 million to terminate $55 million in Notional Value on the 2019 BMO Interest Rate Swap, which was scheduled to mature on November 30, 2021. Accordingly, based upon our credit rating, as of June 30, 2022, the interest rate on the BMO Term Loan was 4.04% 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 BMO Term Loan through the 2019 BMO Interest Rate Swap until January 31, 2024. This interest rate swap was our only derivative instrument as of June 30, 2022. ​ The table below includes our derivative instrument, which is hedging variable cash flows related to interest on our BMO Term Loan as of June 30, 2022 and December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional Strike Effective Expiration ​ Fair Value (2) at (in thousands) ​ Value ​ Rate ​ Date ​ Date ​ June 30, 2022 December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 BMO Interest Rate Swap (1) ​ $ 165,000 2.39 % Aug-20 Jan-24 ​ $ 1,951 ​ $ (5,239) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The Notional Value decreased to $165 million on June 4, 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (2) Classified within Level 2 of the fair value hierarchy. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our BMO Term Loan hedging transaction uses 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 the contract. 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 39 Table of Contents obligations. However, there can be no assurance that we will be able to 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 in the consolidated statements of other comprehensive income (loss). ​ The following table presents, as of June 30, 2022, our contractual variable rate borrowings under our BofA Revolver, which matures on January 12, 2024, under our BofA Term Loan, which matures on January 12, 2023, 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ (in thousands) ​ Total 2022 2023 2024 2025 2026 Thereafter BofA Revolver ​ $ 55,000 ​ $ — ​ $ — ​ $ 55,000 ​ $ — ​ $ — ​ $ — ​ BofA Term Loan ​ 110,000 ​ ​ — ​ 110,000 ​ ​ ​ — ​ — ​ ​ — ​ BMO Term Loan Tranche B ​ ​ 165,000 ​ ​ — ​ ​ — ​ ​ 165,000 ​ ​ — ​ ​ — ​ ​ — ​ Series A Notes ​ ​ 116,000 ​ ​ — ​ ​ — ​ ​ 116,000 ​ — ​ — ​ — ​ Series B Notes ​ 84,000 ​ ​ — ​ ​ — ​ ​ — ​ — ​ — ​ 84,000 ​ Total ​ $ 530,000 ​ $ — ​ $ 110,000 ​ $ 336,000 ​ $ — ​ $ — ​ $ 84,000 ​ ​ ​