FRANKLIN STREET PROPERTIES CORP /MA/, 10-K filed on 2/11/2025
Annual Report
v3.25.0.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2024
Feb. 07, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Document Transition Report false    
Entity File Number 001-32470    
Entity Registrant Name FRANKLIN STREET PROPERTIES CORP.    
Entity Incorporation, State or Country Code MD    
Entity Tax Identification Number 04-3578653    
Entity Address, Address Line One 401 Edgewater Place, Suite 200    
Entity Address, City or Town Wakefield    
Entity Address, State or Province MA    
Entity Address, Postal Zip Code 01880    
City Area Code 781    
Local Phone Number 557-1300    
Title of 12(b) Security Common Stock    
Trading Symbol FSP    
Security Exchange Name NYSEAMER    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 147,967,048
Entity Common Stock, Shares Outstanding   103,566,715  
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001031316    
Amendment Flag false    
Auditor Name Ernst & Young LLP    
Auditor Firm ID 42    
Auditor Location Boston, Massachusetts    
v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Real estate assets:    
Land (amounts related to variable interest entities ("VIEs") of $6,416 and $6,416 at December 31, 2024 and December 31, 2023, respectively) $ 105,298 $ 110,298
Buildings and improvements (amounts related to VIEs of $13,279 and $13,279 at December 31, 2024 and December 31, 2023, respectively) 1,096,265 1,133,971
Fixtures and equipment 11,053 12,904
Total real estate assets, gross 1,212,616 1,257,173
Less accumulated depreciation (amounts related to VIEs of $341 and $341 at December 31, 2024 and December 31, 2023, respectively) 377,708 366,349
Real estate assets, net (amounts related to VIEs of $19,354 and $0 at December 31, 2023 and December 31, 2022, respectively) 834,908 890,824
Acquired real estate leases, less accumulated amortization of $13,613 and $20,413, respectively (amounts related to VIEs of $305 and $305, less accumulated amortization of $222 and $222 at December 31, 2024 and December 31, 2023, respectively) 4,205 6,694
Asset held for sale   73,318
Cash, cash equivalents and restricted cash (amounts related to VIEs of $1,314 and $2,167 at December 31, 2024 and December 31, 2023, respectively) 42,683 127,880
Tenant rent receivables 1,283 2,191
Straight-line rent receivable 37,727 40,397
Prepaid expenses and other assets 3,114 4,239
Office computers and furniture, net of accumulated depreciation of $1,073 and $1,020, respectively 70 123
Deferred leasing commissions, net of accumulated amortization of $14,195 and $16,008, respectively 22,941 23,664
Total assets 946,931 1,169,330
Liabilities:    
Bank note payable   90,000
Term loans payable, less unamortized financing costs of $2,220 and $293, respectively 124,491 114,707
Series A & Series B Senior Notes, less unamortized financing costs of $1,191 and $329, respectively 122,430 199,670
Accounts payable and accrued expenses (amounts related to VIEs of $590 and $590 at December 31, 2024 and December 31, 2023, respectively) 34,067 41,879
Accrued compensation 3,097 3,644
Tenant security deposits 6,237 6,204
Lease liability 707 334
Acquired unfavorable real estate leases, less accumulated amortization of $89 and $396, respectively 45 87
Total liabilities 291,074 456,525
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, 103,566,715 and 103,430,353 shares issued and outstanding, respectively 10 10
Additional paid-in capital 1,335,361 1,335,091
Accumulated other comprehensive income   355
Distributions in excess of accumulated earnings (679,514) (622,651)
Total stockholders' equity 655,857 712,805
Total liabilities and stockholders' equity $ 946,931 $ 1,169,330
v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Land amounts related to variable interest entities ("VIEs") $ 105,298 $ 110,298
Buildings and improvements amounts related to variable interest entities ("VIEs") 1,096,265 1,133,971
Less accumulated depreciation amounts related to variable interest entities ("VIEs") 377,708 366,349
Real estate assets 834,908 890,824
Acquired real estate leases 4,205 6,694
Acquired real estate leases, accumulated amortization 13,613 20,413
Cash, cash equivalents and restricted cash (amounts related to variable interest entities ("VIEs") 42,683 127,880
Office computers and furniture, accumulated depreciation 1,073 1,020
Deferred leasing commissions, accumulated amortization 14,195 16,008
Term loan payable, unamortized financing costs 2,220 293
Series A & Series B Senior notes, unamortized financing costs 1,191 329
Accounts payable and accrued expenses amounts related to variable interest entities ("VIEs") 34,067 41,879
Acquired unfavorable real estate leases, accumulated amortization $ 89 $ 396
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) 103,566,715 103,430,353
Common stock, shares outstanding (in shares) 103,566,715 103,430,353
Variable interest entities ("VIEs")    
Land amounts related to variable interest entities ("VIEs") $ 6,416 $ 6,416
Buildings and improvements amounts related to variable interest entities ("VIEs") 13,279 13,279
Less accumulated depreciation amounts related to variable interest entities ("VIEs") 682 341
Real estate assets 19,013 19,354
Acquired real estate leases 67 305
Acquired real estate leases, accumulated amortization 35 222
Cash, cash equivalents and restricted cash (amounts related to variable interest entities ("VIEs") 1,314 2,167
Accounts payable and accrued expenses amounts related to variable interest entities ("VIEs") $ 534 $ 590
v3.25.0.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenues:      
Rental $ 120,080 $ 145,446 $ 163,739
Total revenues 120,112 145,707 165,615
Expenses:      
Real estate operating expenses 45,043 50,732 52,820
Real estate taxes and insurance 22,716 27,200 34,620
Depreciation and amortization 44,774 54,738 63,808
General and administrative 13,884 14,021 13,885
Interest 26,424 24,318 22,808
Total expenses 152,841 171,009 187,941
Loss on extinguishment of debt (1,042) (106) (78)
Gain on consolidation of Sponsored REIT   394  
Impairment and loan loss reserve     (4,237)
Gain (loss) on sale of properties and impairment of assets held for sale, net (20,826) (23,384) 27,939
Interest income 2,090 567  
Income (loss) before taxes (52,507) (47,831) 1,298
Tax expense 216 279 204
Net income (loss) $ (52,723) $ (48,110) $ 1,094
Weighted average number of shares outstanding, basic (in shares) 103,510,000 103,357,000 103,338,000
Weighted average number of shares outstanding, diluted (in shares) 103,510,000 103,357,000 103,338,000
Net income (loss) per share, basic (in dollars per share) $ (0.51) $ (0.47) $ 0.01
Net income (loss) per share, diluted (in dollars per share) $ (0.51) $ (0.47) $ 0.01
Rental      
Revenues:      
Rental $ 120,080 $ 145,446 $ 163,739
Related party revenue: Management fees and interest income from loans      
Revenues:      
Revenue     1,855
Other      
Revenues:      
Revenue $ 32 $ 261 $ 21
v3.25.0.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Consolidated Statements of Comprehensive Income (Loss)      
Net income (loss) $ (52,723) $ (48,110) $ 1,094
Other comprehensive income (loss):      
Unrealized gain on derivative financial instruments   177 9,597
Reclassification from accumulated other comprehensive income into interest expense (355) (4,180)  
Total other comprehensive income (loss) (355) (4,003) 9,597
Comprehensive income (loss) $ (53,078) $ (52,113) $ 10,691
v3.25.0.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock
Additional Paid-In Capital
Accumulated other comprehensive income (loss)
Distributions in excess of accumulated earnings
Total
Balance at Dec. 31, 2021 $ 10 $ 1,339,226 $ (5,239) $ (550,794) $ 783,203
Balance (in shares) at Dec. 31, 2021 103,999,000        
Increase (Decrease) in Stockholders' Equity          
Comprehensive income (loss)     9,597 1,094 10,691
Repurchased shares   (4,843)     $ (4,843)
Repurchased shares (in shares) (847,000)       (846,739)
Equity-based compensation   393     $ 393
Equity-based compensation (in shares) 84,000        
Distributions       (20,708) (20,708)
Balance at Dec. 31, 2022 $ 10 1,334,776 4,358 (570,408) 768,736
Balance (in shares) at Dec. 31, 2022 103,236,000        
Increase (Decrease) in Stockholders' Equity          
Comprehensive income (loss)     (4,003) (48,110) (52,113)
Equity-based compensation   315     315
Equity-based compensation (in shares) 194,000        
Distributions       (4,133) (4,133)
Balance at Dec. 31, 2023 $ 10 1,335,091 355 (622,651) 712,805
Balance (in shares) at Dec. 31, 2023 103,430,000        
Increase (Decrease) in Stockholders' Equity          
Comprehensive income (loss)     $ (355) (52,723) (53,078)
Equity-based compensation   270     270
Equity-based compensation (in shares) 137,000        
Distributions       (4,140) (4,140)
Balance at Dec. 31, 2024 $ 10 $ 1,335,361   $ (679,514) $ 655,857
Balance (in shares) at Dec. 31, 2024 103,567,000        
v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:      
Net income (loss) $ (52,723) $ (48,110) $ 1,094
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization expense 47,742 57,240 65,697
Amortization of above and below market leases (17) (44) (118)
Shares issued as compensation 270 315 394
Amortization of other comprehensive income into interest expense (355) (3,851)  
Loss on extinguishment of debt 1,042 106 78
Gain on consolidation of Sponsored REIT   (394)  
Impairment and loan loss reserve     4,237
(Gain) loss on sale of properties and impairment of assets held for sale, net 20,826 23,384 (27,939)
Changes in operating assets and liabilities:      
Tenant rent receivables 908 10 (247)
Straight-line rents 1,970 625 (5,895)
Lease acquisition costs (666) (2,007) (4,494)
Prepaid expenses and other assets 355 382 (1,805)
Accounts payable and accrued expenses (3,708) (2,709) (5,983)
Accrued compensation (547)   (1,060)
Tenant security deposits 33 494 (509)
Payment of deferred leasing commissions (6,143) (7,575) (8,216)
Net cash provided by operating activities 8,987 17,866 15,234
Cash flows from investing activities:      
Property improvements, fixtures and equipment (25,213) (31,637) (54,910)
Consolidation of Sponsored REIT   3,048  
Proceeds received from sales of properties 95,497 142,225 128,949
Net cash provided by investing activities 70,284 113,636 74,039
Cash flows from financing activities:      
Distributions to stockholders (4,140) (4,133) (53,988)
Proceeds received from termination of interest rate swap   4,206  
Stock repurchases     (4,843)
Borrowings under Bank note payable   77,000 90,000
Repayments of Bank note payable (22,667) (35,000) (42,000)
Repayments of Term loans payable (55,622) (50,000) (110,000)
Repayments of Series A&B Senior Notes (76,379)    
Deferred financing costs (5,660) (2,327) (2,561)
Net cash used in financing activities (164,468) (10,254) (123,392)
Net increase (decrease) in cash, cash equivalents and restricted cash (85,197) 121,248 (34,119)
Cash, cash equivalents and restricted cash, beginning of year 127,880 6,632 40,751
Cash, cash equivalents and restricted cash, end of period 42,683 127,880 6,632
Cash paid for:      
Interest 24,068 25,740 21,085
Taxes on income 385 339 667
Non-cash investing and financing activities:      
Accrued costs for purchase of real estate assets $ 2,888 7,566 $ 9,962
Investment in related party mortgage loan receivable converted to real estate assets and acquired real estate leases in conjunction with variable interest entity consolidation   $ 20,000  
v3.25.0.1
Organization
12 Months Ended
Dec. 31, 2024
Organization  
Organization

1.   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 the corporation that is the sole member of FSP Monument Circle LLC, which corporation was organized to operate as a real estate investment trust (“Monument Circle” or the “Sponsored REIT”).

As of December 31, 2024, the Company owned and operated a portfolio of real estate consisting of 14 operating properties, and the Sponsored REIT, which was consolidated effective January 1, 2023. The Company may pursue, on a selective basis, the sale of its properties in order to take advantage of the value creation and demand for its properties, for geographic, property specific reasons or for other general corporate purposes.

v3.25.0.1
Significant Accounting Policies
12 Months Ended
Dec. 31, 2024
Significant Accounting Policies  
Significant Accounting Policies

2.   Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Estimates and Assumptions

The Company prepares its financial statements and related notes in conformity with generally accepted accounting principles in the United States of America (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the consolidated financial statements include the allowance for credit losses, purchase price allocations and impairment considerations.

Variable Interest Entities (VIEs)

The Company determines whether an entity is a VIE and, if so, whether it should be consolidated by utilizing judgments and estimates that are inherently subjective. The determination of whether an entity in which the Company holds a, direct or indirect, variable interest is a VIE is based on several factors, including whether the entity’s total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. The Company makes judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a quantitative analysis, if necessary.

The Company analyzes any investments in VIEs to determine if the Company is the primary beneficiary. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. Determining which reporting entity, if any, is the primary beneficiary of a VIE is primarily a qualitative approach focused on identifying which reporting entity has both (1) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment.

The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct a proposed sale of the property or merger of the company. In addition, the Company considers the rights of other investors to participate in those decisions, to replace the manager and to amend the corporate charter. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and considers that conclusion upon a reconsideration event.

As of January 1, 2023, the Company’s relationship with the Sponsored REIT was considered a VIE and the Company became the primary beneficiary. Upon this reconsideration event, the entity is included within the Company’s consolidated financial statements and all intercompany accounts and transactions have been eliminated in consolidation. A gain on consolidation of approximately $0.4 million was recognized in the three months ended March 31, 2023. Cash and cash equivalents of $3 million held by Monument Circle was included in the Company’s cash and cash equivalents upon consolidation and is reflected as “Consolidation of Sponsored REIT” in the consolidated statement of cash flows. The cash and cash equivalents held by Monument Circle are unable to be utilized for the Company’s operational purposes. The creditors of Monument Circle’s trade payables do not have any recourse against the Company.

The consolidation value of Monument Circle was allocated to real estate investments and leases, including lease origination costs. Lease origination costs represent the value associated with acquiring an in-place lease (i.e. the market cost to execute a similar lease, including leasing commission, legal, vacancy, and other related costs). The value assigned to building approximates the replacement cost; the value assigned to land approximates its appraised value; and the value assigned to leases approximate their fair value. Other assets and liabilities are recorded at their historical costs, which approximates fair value.

The Company assessed the fair value of the acquired real estate leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Such inputs are Level 3 in the fair value hierarchy.

The following table summarizes the estimated fair value of the assets acquired at the date of consolidation, January 1, 2023:

(in thousands)

Real estate assets

$

19,695

Value of acquired real estate leases

305

Total

$

20,000

The following is quantitative information about significant unobservable inputs in the Company’s Level 3 measurement of the assets acquired in the consolidation of Monument Circle and were measured at fair value on a nonrecurring basis at January 1, 2023:

    

Fair Value (1) at

    

  

Significant

    

Range

Weighted

Description

January 1, 2023

Valuation Technique

Unobservable Input

Min

Max

 

Average (2)

(in thousands)

 

Monument Circle Consolidation

$

20,000

 

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.

Prior to January 1, 2023, the Company’s relationship with the Sponsored REIT was considered a VIE in which the Company was not the primary beneficiary. The Company’s maximum exposure to losses associated with this VIE was limited to the principal amount outstanding under the loan from the Company to the Sponsored REIT secured by a mortgage on real estate owned by the Sponsored REIT (the “Sponsored REIT Loan”) net of the allowance for credit loss, the related accrued interest receivable and an exit fee receivable, which were in aggregate approximately $22.1 million at December 31, 2022. The accrued interest and exit fee receivables are included in prepaid expenses and other assets in the consolidated balance sheet and were approximately $2.3 million at December 31, 2022. The relationships and investments related to the Sponsored REIT are summarized in Note 3.

Real Estate and Depreciation

Real estate assets are stated at cost less accumulated depreciation.

The Company allocates the value of real estate acquired among land, buildings and identified intangible assets or liabilities. Costs related to land, building and improvements are capitalized. Typical capital items include new roofs, site improvements, various exterior building improvements and major interior renovations. Costs incurred in connection with leasing (primarily tenant improvements and leasing commissions) are capitalized and amortized over the lease period. Routine replacements and ordinary maintenance and repairs that do not extend the life of the asset are expensed as incurred. Depreciation is computed using the straight-line method over the assets’ estimated useful lives as follows:

Category

    

Years

 

Commercial buildings

 

39

Building improvements

 

15

-

39

Fixtures and equipment

 

3

-

7

The Company reviews its properties to determine if their carrying amounts will be recovered from future operating cash flows if certain indicators of impairment are identified at those properties. These indicators may include lower or declining tenant occupancy, weak or declining tenant profitability, cash flows or liquidity, the Company’s decision to dispose of an asset before the end of its estimated useful life or legislative, economic, or market changes that permanently reduce the value of the Company’s investment. If indicators of impairment are present, the Company evaluates the carrying value of the property by comparing it to its expected future undiscounted cash flow. A property’s value is impaired only if management’s estimate of future undiscounted cash flows to be generated by the property over its estimated holding period is less than the carrying value of the property. If there are different potential outcomes for a property, the Company will take a probability weighted approach to estimating future cash flows. If the Company determines that impairment has occurred, the affected assets are reduced to their fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates, capital requirements, estimated holding periods and outcome probabilities that could differ materially from actual results in future periods. Since cash flows are considered on an undiscounted basis in the analysis that the Company conducts to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized. The Company did not recognize any impairment losses on any assets classified as held and used for the years ended December 31, 2024, 2023 and 2022.

Acquired Real Estate Leases and Amortization

Acquired real estate leases represent costs associated with acquiring an in-place lease (i.e., the market cost to execute a similar lease, including leasing commission, tenant improvements, legal, vacancy and other related costs) and the value relating to leases with rents above the market rate. Amortization is computed using the straight-line method over the term of the leases, which range from 12 months to 154 months. Amortization of these combined components was approximately $2.5 million, $3.2 million and $4.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization related to costs associated with acquiring an in-place lease is included in depreciation and amortization on the consolidated statements of income. Amortization related to leases with rents above the market rate is offset against

the rental revenue in the consolidated statements of income. The estimated annual amortization expense for the five years and thereafter following December 31, 2024 is as follows:

(in thousands)

    

December 31,

 

2025

$

1,718

2026

 

1,644

2027

 

389

2028

 

300

2029

 

125

2030 and thereafter

 

29

Acquired Unfavorable Real Estate Leases and Amortization

Acquired unfavorable real estate leases represent the value relating to leases with rents below the market rate. Amortization is computed using the straight-line method over the term of the leases, which range from 101 months to 151 months. Amortization expense was approximately $0.1 million, $0.1 million and $0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization related to leases with rents below the market rate is included with rental revenue in the consolidated statements of income. The estimated annual amortization for the five years and thereafter following December 31, 2024 is as follows:

(in thousands)

    

December 31,

 

2025

$

10

2026

 

8

2027

 

8

2028

 

6

2029

 

6

2030 and thereafter

 

7

Asset Held For Sale

Classification of a property as held for sale typically occurs upon the execution of a purchase and sale agreement and belief by management that the sale or disposition is probable of occurrence within one year. Upon determining that a property was held for sale, the Company discontinues depreciating the property and reflects the property in its consolidated balance sheet at the lower of its carrying amount or fair value less the cost to sell. The Company presents the property held for sale on its consolidated balance sheet as “Asset held for sale”. The Company reports the results of operations of its properties sold or held for sale (that do not represent a strategic shift that has, or will have, a major effect on financial results) in its consolidated statements of income through the date of sale.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows.

    

December 31,

    

December 31,

(in thousands)

2024

2023

Cash and cash equivalents (1)

$

41,121

$

125,530

Restricted cash

 

1,562

 

2,350

Total cash, cash equivalents and restricted cash

$

42,683

$

127,880

(1) Includes $1,314 and $2,167 at December 31, 2024 and 2023, respectively, pertaining to Monument Circle, which the Company is unable to utilize for its own operational purposes.

Restricted Cash

Restricted cash consists of tenant security deposits, which are required by law in some states or by contractual agreement to be kept in a segregated account, and escrows arising from property sales. Tenant security deposits are refunded when tenants vacate, provided that the tenant has not damaged the property.

Cash held in escrow is paid based on the terms of the closing agreement for the sale. Restricted cash also may include funds segregated for specific tenant improvements per lease agreements.

Tenant Rent Receivables

Tenant rent receivables are expected to be collected within one year. The Company recognizes the effect of a change in its assessment of whether the collectability of operating lease receivables are probable as an adjustment to lease income.

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash investments, derivatives, related party mortgage loan receivable and accounts receivable. The Company maintains its cash balances principally in two banks which the Company believes to be creditworthy. The Company periodically assesses the financial condition of the banks and believes that the risk of loss is minimal. Cash balances held with various financial institutions frequently exceed the insurance limit of $250,000 provided by the Federal Deposit Insurance Corporation. The Company performs ongoing credit evaluations of its tenants and requires certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant’s lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. The Company has no single tenant which accounts for more than 10% of its annualized rent.

Financial Instruments

The Company estimates that the carrying values of cash and cash equivalents, restricted cash, receivables, prepaid expenses, accounts payable and accrued expenses, accrued compensation, and tenant security deposits approximate their fair values based on their short-term maturity and the bank note and term loans payable approximate their fair values as they bear interest at variable interest rates.

Straight-line Rent Receivable

Certain leases provide for fixed rent increases over the term of the lease. Rental revenue is recognized on a straight-line basis over the related lease term; however, billings by the Company are based on the lease agreements. Straight-line rent receivable, which is the cumulative revenue recognized in excess of amounts billed by the Company, was $37.7 million, $40.4 million and $52.7 million at December 31, 2024, 2023 and 2022, respectively.

Deferred Leasing Commissions

Deferred leasing commissions represent direct and incremental external leasing costs incurred in the leasing of commercial space. These costs are capitalized and are amortized on a straight-line basis over the terms of the related lease agreements. Amortization expense was approximately $4.5 million, $5.9 million and $7.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The estimated annual amortization for the five years and thereafter following December 31, 2024 is as follows:

(in thousands)

    

December 31,

 

2025

    

$

4,374

2026

    

 

3,706

2027

    

 

3,244

2028

    

 

2,797

2029

    

 

2,324

2030 and thereafter

    

 

6,496

Common Share Repurchases

The Company recognizes the gross cost of the common shares it repurchases as a reduction in stockholders’ equity using the treasury stock method. Maryland law does not recognize a separate treasury stock account but provides that shares

repurchased are classified as authorized but unissued shares. Accordingly, the Company reduces common stock for the par value and the excess of the purchase price over the par value is a reduction to additional paid-in capital.

Revenue Recognition

Rental Revenue - The Company has retained substantially all of the risks and benefits of ownership of the Company’s commercial properties and accounts for its leases as operating leases. Rental revenue includes income from leases, certain reimbursable expenses, straight-line rent adjustments and other income associated with renting the property. Rental income from leases, which includes rent concessions (including free rent and other lease inducements) and scheduled increases in rental rates during the lease term, is recognized on a straight-line basis. The Company does not have any significant percentage rent arrangements with its commercial property tenants. Reimbursable expenses are included in rental income in the period earned. A summary of rental revenue is shown in the following table:

Year Ended

 

December 31,

 

(in thousands)

    

2024

    

2023

    

2022

 

Income from leases

$

86,563

$

103,716

$

107,990

Reimbursable expenses

 

35,469

 

42,311

 

49,736

Straight-line rent adjustment

 

(1,970)

 

(626)

 

5,895

Amortization of favorable and unfavorable leases

 

18

 

45

 

118

$

120,080

$

145,446

$

163,739

Related Party and Other Revenue - Property and asset management fees, interest income on loans and other income are recognized when the related services are performed and the earnings process is complete.

Segment Reporting

The Company is a REIT focused on real estate investments primarily in the office market and currently operates in only one segment: real estate operations.

Income Taxes

Taxes on income for the years ended December 31, 2024, 2023 and 2022 represent taxes incurred by FSP Protective TRS Corp, which is a taxable REIT subsidiary, and the State of Texas franchise tax applicable to FSP Corp., which is classified as an income tax for reporting purposes.

Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of 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 December 31, 2024, 2023 and 2022. The denominator used for calculating basic and diluted net income per share was 103,510,000, 103,357,000 and 103,338,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

Derivative Instruments

The Company recognizes derivatives on the consolidated balance sheets at fair value. Derivatives that do not qualify, or are not designated as hedge relationships, must be adjusted to fair value through income. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the consolidated balance sheets as either an asset or liability. To the extent hedges are effective, a corresponding amount, adjusted for swap payments, is recorded in accumulated other comprehensive income within stockholders’ equity. Amounts are then reclassified from accumulated other comprehensive income to the income statement in the period or periods the hedged forecasted transaction affects earnings. Ineffectiveness, if any, is recognized in other comprehensive income (“OCI”) and reclassified into the income statement. The Company reviews

the effectiveness of each hedging transaction, which involves estimating future cash flows, at least quarterly. Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. The Company currently has no fair value hedges outstanding. Fair values of derivatives are subject to significant variability based on changes in interest rates and counterparty credit risk. The results of such variability could be a significant increase or decrease in the Company’s derivative assets, derivative liabilities, equity, and/or earnings.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There is also an established fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the consolidated balance sheets at fair value are categorized based on the inputs to the valuation techniques as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability including credit risk, which was not significant to the overall value.

These inputs (See Notes 2 and 10) were considered and applied to the Company’s Sponsored REIT purchase price allocation and assets held for sale. Level 3 inputs were used to value assets acquired in the consolidation of the Sponsored REIT and the valuation of certain assets held for sale.

Subsequent Events

In preparing these consolidated financial statements the Company evaluated events that occurred through the date of issuance of these financial statements for potential recognition or disclosure.

Recent Accounting Standards

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 adds interim and annual disclosure requirements to GAAP at the request of the Securities and Exchange Commission. The guidance in ASU 2023-06 is required to be applied prospectively and the GAAP requirements will be effective when the removal of the related SEC disclosure requirements is effective. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the Accounting Standards Codification and will not be effective. The Company does not anticipate that the adoption of ASU 2023-06 will have a material impact on the consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose significant segment expense and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance in ASU 2023-07 is applied retrospectively to all periods presented in the financial statements and is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted. The Company adopted ASU 2023-07, which did not have a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures and disclosures about income taxes paid. The guidance in ASU 2023-09 should be applied prospectively but may be applied retrospectively for each period presented. ASU 2023-09 is effective for public entities for fiscal years beginning after December 15, 2024. The Company does not anticipate that the adoption of ASU 2023-09 will have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The guidance in ASU 2024-03 is required to be applied prospectively and entities may apply it retrospectively. ASU 2024-03 is effective for public entities for fiscal years beginning after December 15, 2026. The Company does not anticipate that the adoption of ASU 2024-03 will have a material impact on the consolidated financial statements.

v3.25.0.1
Related Party Transactions and Investments in Non-Consolidated Entities
12 Months Ended
Dec. 31, 2024
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 one Sponsored REIT on each of December 31, 2024, 2023 and 2022.

Management fees and interest income from loans:

Asset management fees range from 1% to 5% of collected rents, and the applicable contracts are cancellable with 30 days notice. Asset management fee income from non-consolidated entities amounted to approximately $0, $0 and $28,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

Prior to the consolidation of Monument Circle on January 1, 2023, the Company held the Sponsored REIT Loan, which was reported in the balance sheet as a related party mortgage loan receivable. The Company reviewed the need for an allowance under the current expected credit loss model for the Sponsored REIT Loan at each reporting period. The measurement of expected credit losses was based upon historical experiences, current conditions, and reasonable and supportable forecasts that affected the collectability of the reported amount. The Company elected to apply the practical expedient for financial assets secured by collateral in instances where the borrower was experiencing financial difficulty and repayment of the Sponsored REIT Loan was expected to be provided substantially through operation or sale of the collateral. The Company used the fair value of the collateral at the reporting date, and an adjustment to the allowance for expected credit losses was recorded when the amortized cost basis of the financial asset exceeded the fair value of the collateral, less costs to sell.

The Company regularly evaluated 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 were considered and used to assess whether cash flows from operations were sufficient to cover the current and future operating and debt service requirements. The Company also evaluated the borrower’s competency in managing and operating the secured property and considered the overall economic environment, real estate sector and geographic sub-market in which the secured property was located. The Company applied normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment.

The Company recognized interest income and fees from the Sponsored REIT Loan of approximately $0.0 million, $0.0 million and $1.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

On October 29, 2021, the Company agreed to amend and restate the Sponsored REIT Loan 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. 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 Monument Circle the right to vote their shares in favor of any sale of the property owned by Monument Circle 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. On June 26, 2023, the Sponsored REIT Loan maturity was extended to September 30, 2023. On September 26, 2023, the Sponsored REIT Loan maturity was extended to September 30, 2024. On September 27, 2024, the Sponsored REIT Loan maturity was extended to September 30, 2025.

The Company recorded a $4.2 million increase in its 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 was primarily due to the deterioration within the current real estate market, changes to key assumptions applied within the Company’s 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 Company recorded a $4.2 million decrease in its provision for credit losses during the year ended December 31, 2023. The change in the allowance for credit losses during the year ended December 31, 2023 is due to the consolidation of Monument Circle. The following table presents a roll-forward of the Company’s allowance for credit losses.

For the Year Ended December 31,

(In thousands)

    

2024

    

2023

    

2022

Beginning allowance for credit losses

$

$

(4,237)

$

Additional increases to the allowance for credit losses

(4,237)

Reductions to the allowance for credit losses

4,237

Ending allowance for credit losses

$

$

$

(4,237)

v3.25.0.1
Bank Note Payable, Term Note Payable and Private Placements
12 Months Ended
Dec. 31, 2024
Bank Note Payable, Term Note Payable and Private Placements  
Bank Note Payable, Term Note Payable and Private Placements

4.   Bank Note Payable, Term Note Payable and Private Placements

BMO Term Loan

As of December 31, 2024, the Company has a term loan borrowing in the aggregate principal amount of approximately $71.1 million (the “BMO Term Loan”) with Bank of Montreal, as administrative agent, and the other lending institutions party thereto, that matures on April 1, 2026. On February 21, 2024, the Company amended the BMO Term Loan by entering into a Second Amendment to Second Amended and Restated Credit Agreement with Bank of Montreal and the other lending institutions party thereto (the “BMO Second Amendment”). The BMO Second Amendment amended the Second Amended and Restated Credit Agreement dated September 27, 2018 (the “Original BMO Credit Agreement”), as amended by the First Amendment to Second Amended and Restated Credit Agreement dated February 10, 2023 (the “BMO First Amendment”), to, among other things: (1) extend the maturity date from October 1, 2024 to April 1, 2026; (2) change the interest rate from either 300 basis points over SOFR or 200 basis points over the base rate to either 300 basis points over SOFR with a floor on SOFR of 500 basis points or 200 basis points over the base rate with a floor on the base rate of 600 basis points; (3) provide that, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, BofA Term Loan (defined below) and the Senior Notes (defined below) exceeds $200 million, the spread over SOFR or the base rate, as applicable, will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate; (4) require mandatory prepayments of the BMO Term Loan, the BofA Term Loan and the Senior Notes with net cash proceeds from the disposition of property, assets and equity issuances as follows: (a) 25.55556% to the BMO Term Loan; (b) 20.00000% to the BofA Term Loan; (c) 44.44444% to the Senior Notes; and (d) the remaining 10% to be retained by the Company; (5) require that, within 90 days of the February 21, 2024 effective date of the BMO Second Amendment, certain of the Company’s subsidiaries guarantee the BMO Term Loan; (6) require that, within 90 days of the February 21, 2024 effective date of the BMO Second Amendment, the Company pledge its equity interests in certain of the Company’s subsidiaries as collateral for the BMO Term Loan; (7) reduce the Company’s minimum fixed charge coverage ratio from 1.50x to 1.25x; and (8) reduce the Company’s minimum unsecured interest coverage ratio from

1.75x to 1.25x. The Original BMO Credit Agreement, as amended by the BMO First Amendment and the BMO Second Amendment, is referred to as the BMO Credit Agreement.

On February 21, 2024, as part of the BMO Second Amendment, the Company repaid an approximately $29.0 million portion of the BMO Term Loan. On July 10, 2024, the Company repaid an approximately $7.2 million portion of the BMO Term Loan from asset sale proceeds of a property located in Glen Allen, Virginia. On October 25, 2024, the Company repaid an approximately $7.8 million portion of the BMO Term Loan from asset sale proceeds of a property located in Atlanta, Georgia.

Effective February 21, 2024, upon entering into the BMO Second Amendment, the BMO Term Loan bears interest at either (i) 300 basis points over one, three or six month term SOFR, plus a corresponding adjustment of 0.11448%, 0.26161% or 0.42826%, respectively, with a floor on SOFR of 5.00% or (ii) 200 basis points over the base rate with a floor on the base rate of 6.00%. In addition, effective February 21, 2024 upon entering into the BMO Second Amendment, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR or the base rate, as applicable, will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate.

As of December 31, 2024, the interest rate on the BMO Term Loan was 8.00% per annum. The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan was 8.34% for the year ended December 31, 2024. As of December 31, 2023, the interest rate on the BMO Term Loan was 8.47% per annum. The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan from February 8, 2023, which is when the Company terminated its outstanding interest rate swaps applicable to the BMO Term Loan as described below, through December 31, 2023, was approximately 8.11% per annum.

Although the interest rate on the BMO Term Loan was variable under the BMO Credit Agreement, the Company fixed the base LIBOR interest rate that previously applied to the BMO Term Loan by entering into interest rate swap transactions. On February 20, 2019, the Company entered into ISDA Master Agreements with a group of banks that fixed the base LIBOR interest rate on the BMO Term Loan at 2.39% per annum for the period beginning on August 26, 2020 and ending January 31, 2024. On February 8, 2023, the Company terminated all outstanding interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, the Company received an aggregate of approximately $4.3 million as a result of such terminations, of which approximately $0.1 million related to interest receivable.

The BMO Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of property, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge the Company’s equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of the Company’s common stock, going concern qualifications to the Company’s financial statements, and transactions with affiliates. In addition, the BMO Credit Agreement also restricts the Company’s ability to make quarterly dividend distributions that exceed $0.01 per share of the Company’s common stock; provided, however, that notwithstanding such restriction, the Company is permitted to make dividend distributions based on the Company’s good faith estimate of projected or estimated taxable income or otherwise as necessary to retain the Company’s status as a real estate investment trust, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which the Company would otherwise be subject. 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 maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage. The Company was in compliance with the BMO Term Loan financial covenants as of December 31, 2024.

The BMO Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, certain cross defaults and a change in control of the Company (as defined in the BMO Credit Agreement). In the event of a default by the Company, the administrative agent may, and at the request of the requisite number of lenders shall, declare all obligations under the BMO Credit Agreement immediately due and payable, terminate the lenders’ commitments to make loans under the BMO Credit Agreement, and enforce any and all rights of the lenders or administrative agent under the BMO Credit Agreement and related

documents. For certain events of default related to bankruptcy, insolvency, and receivership, the commitments of lenders will be automatically terminated and all outstanding obligations of the Company will become immediately due and payable.

BofA Term Loan

As of December 31, 2024, the Company has a term loan borrowing in the aggregate principal amount of approximately $55.6 million (the “BofA Term Loan”) with Bank of America, N.A. as administrative agent, and other lending institutions party thereto that matures on April 1, 2026. Prior to February 21, 2024, we referred to the BofA Term Loan as the BofA Revolver. On February 21, 2024, the Company amended the BofA Term Loan by entering into a Second Amendment to Credit Agreement with the lending institutions party thereto (the “BofA Second Amendment”). The BofA Second Amendment amended the Credit Agreement dated January 10, 2022 (the Original BofA Credit Agreement, as amended by the First Amendment to Credit Agreement dated February 10, 2023 (the “BofA First Amendment”) to, among other things: (1) extend the maturity date from October 1, 2024 to April 1, 2026; (2) convert borrowings from being either revolving loans or letters of credit to a term loan; (3) change the interest rate from 300 basis points over SOFR to 300 basis points over SOFR with a floor on SOFR of 500 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate; (4) provide that, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR will permanently increase by 100 basis points from 300 basis points to 400 basis points; (5) require mandatory prepayments of the BMO Term Loan, the BofA Term Loan and the Senior Notes with net cash proceeds from the disposition of property, assets and equity issuances as follows: (a) 25.55556% to the BMO Term Loan; (b) 20.00000% to the BofA Term Loan; (c) 44.44444% to the Senior Notes; and (d) the remaining 10% to be retained by the Company; (6) require that, within 90 days of the February 21, 2024 effective date of the BofA Second Amendment, certain of the Company’s subsidiaries guarantee the BofA Term Loan; (7) require that, within 90 days of the February 21, 2024 effective date of the BofA Second Amendment, the Company pledge its equity interests in certain of the Company’s subsidiaries as collateral for the BofA Term Loan; (8) reduce the Company’s minimum fixed charge coverage ratio from 1.50x to 1.25x; and (9) reduce the Company’s minimum unsecured interest coverage ratio from 1.75x to 1.25x. The Original BofA Credit Agreement, as amended by the BofA First Amendment and the BofA Second Amendment, is referred to as the BofA Credit Agreement.

On February 21, 2024, as part of the BofA Second Amendment, the Company repaid an approximately $22.7 million portion of the BofA Revolver. On July 10, 2024, the Company repaid an approximately $5.6 million portion of the BofA Term Loan from asset sale proceeds of a property located in Glen Allen, Virginia. On October 25, 2024, the Company repaid an approximately $6.1 million portion of the BofA Term Loan from asset sale proceeds of a property located in Atlanta, Georgia.

Effective February 21, 2024, upon entering into the BofA Second Amendment, the BofA Term Loan bears interest at 300 basis points over either (i) the daily simple SOFR, plus an adjustment of 0.11448%, or (ii) one, three or six month term SOFR, plus a corresponding adjustment of 0.11448%, 0.26161% or 0.42826%, respectively, with a floor on SOFR of 5.00%. In addition, effective February 21, 2024, upon entering into the BofA Second Amendment, under certain circumstances, such as if SOFR is not able to be determined, the BofA Term Loan bears interest at 200 basis points over the base rate with a floor on the base rate of 600 basis points. In addition, effective February 21, 2024 upon entering into the BofA Second Amendment, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the spread over SOFR will permanently increase by 100 basis points from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate.

As of December 31, 2024, the interest rate on the BofA Term Loan was 8.00% per annum. The weighted average variable interest rate on all amounts outstanding under the BofA Term Loan was 8.34% for the year ended December 31, 2024. As of December 31, 2023, the interest rate on the BofA Revolver was 8.47% per annum. The weighted average variable interest rate on all amounts outstanding under the BofA Revolver through December 31, 2023 was approximately 8.05% per annum.

The BofA Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of property, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge the Company’s equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of the Company’s common stock, going concern qualifications to the Company’s financial statements, and transactions with affiliates. In addition, the BofA Credit Agreement also restricts the Company’s ability to make quarterly dividend distributions that exceed $0.01 per share of the Company’s common stock; provided, however, that notwithstanding such restriction, the Company is permitted to make dividend distributions based on the Company’s good faith estimate of projected or estimated taxable income or otherwise as necessary to retain the Company’s status as a real estate investment trust, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which the Company would otherwise be subject. The BofA 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 maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage. The Company was in compliance with the BofA Term Loan financial covenants as of December 31, 2024.

The BofA Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with the provisions of the BofA Credit Agreement, certain cross defaults and a change in control of the Company (as defined in the BofA Credit Agreement). In the event of a default by the Company, BofA, in its capacity as administrative agent, may, and at the request of the requisite number of lenders shall, declare all obligations under the BofA Credit Agreement immediately due and payable and enforce any and all rights of the lenders or BofA under the BofA Credit Agreement and related documents. For certain events of default related to bankruptcy, insolvency, and receivership, all outstanding obligations of the Company will become immediately due and payable.

Senior Notes

As of December 31, 2024, the Company has senior notes in the aggregate principal amount of approximately $123.6 million (the “Senior Notes”) that mature on April 1, 2026. The Senior Notes consist of (i) Series A Senior Notes due April 1, 2026 in an aggregate principal amount of approximately $71.7 million (the “Series A Notes”) and (ii) Series B Senior Notes due April 1, 2026 in the aggregate principal amount of approximately $51.9 million (the “Series B Notes”). On February 21, 2024, the Company amended the terms of the Senior Notes by entering into a First Amendment to Note Purchase Agreement (the “NPA First Amendment”) with the purchasers party thereto. The NPA First Amendment amended the Note Purchase Agreement dated October 24, 2017 (the “Original Note Purchase Agreement”) to, among other things: (1) extend the maturity date of the Series A Notes from December 20, 2024 to April 1, 2026; (2) shorten the maturity date of the Series B Notes from December 20, 2027 to April 1, 2026; (3) increase the interest rate applicable to the Series A Notes from 4.49% per annum to 8.00% per annum; (4) increase the interest rate applicable to the Series B Notes from 4.76% per annum to 8.00% per annum; (5) provide that, if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, the per annum interest rates applicable to the Series A Note and the Series B Notes will permanently increase by 1.00% from 8.00% per annum to 9.00% per annum; (6) require mandatory prepayments of the BMO Term Loan, the BofA Term Loan and the Senior Notes with net cash proceeds from the disposition of property, assets and equity issuances as follows: (a) 25.55556% to the BMO Term Loan; (b) 20.00000% to the BofA Term Loan; (c) 44.44444% to the Senior Notes; and (d) the remaining 10% to be retained by the Company; (7) require that, within 90 days of the February 21, 2024 effective date of the NPA First Amendment, certain of the Company’s subsidiaries guarantee the Senior Notes; (8) require that, within 90 days of the February 21, 2024 effective date of the NPA First Amendment, the Company pledge its equity interests in certain of the Company’s subsidiaries as collateral for the Senior Notes; and (9) conform all financial covenants and negative covenants in the Note Purchase Agreement with the BofA Credit Agreement and the BMO Credit Agreement. The Original Note Purchase Agreement, as amended by the NPA First Amendment, is referred to as the Note Purchase Agreement.

On February 21, 2024, as part of the NPA First Amendment, the Company repaid an approximately $29.2 million portion of the Series A Notes and an approximately $21.2 million portion of the Series B Notes. On July 10, 2024, the

Company repaid an approximately $7.2 million portion of the Series A Notes and an approximately $5.3 million portion of the Series B Notes from asset sale proceeds of a property located in Glen Allen, Virginia. On October 25, 2024, the Company repaid an approximately $7.8 million portion of the Series A Notes and an approximately $5.7 million portion of the Series B Notes from asset sale proceeds of a property located in Atlanta, Georgia. As of December 31, 2024, approximately $71.7 million aggregate principal amount of the Series A Notes remained outstanding and approximately $51.9 million aggregate principal amount of the Series B Notes remained outstanding.

As of December 31, 2024, the interest rate on the Series A Notes was 8.00% per annum and the interest rate on the Series B Notes was 8.00% per annum. As of December 31, 2023, the interest rate on the Series A Notes was 4.49% per annum and the interest rate on the Series B Notes was 4.76% per annum.

The Note Purchase Agreement contains customary affirmative and negative covenants, including limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of property, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge the Company’s equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of the Company’s common stock, going concern qualifications to the Company’s financial statements, transactions with affiliates, certain restrictions on severance, retention and similar arrangements applicable to the Company’s executive officers, and real estate investment trust compliance requirements. In addition, the Note Purchase Agreement also restricts the Company’s ability to make quarterly dividend distributions that exceed $0.01 per share of the Company’s common stock; provided, however, that notwithstanding such restriction, the Company is permitted to make dividend distributions based on the Company’s good faith estimate of projected or estimated taxable income or otherwise as necessary to retain the Company’s status as a real estate investment trust, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which the Company would otherwise be subject. The Note Purchase 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 maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage. The Company was in compliance with the Note Purchase Agreement financial covenants as of December 31, 2024.

The Note Purchase Agreement contains customary events of default, including payment defaults, cross defaults with certain other indebtedness, breaches of covenants and bankruptcy events. In the case of an event of default, the purchasers may, among other remedies, accelerate the payment of all obligations.

v3.25.0.1
Financial Instruments: Derivatives and Hedging
12 Months Ended
Dec. 31, 2024
Financial Instruments: Derivatives and Hedging  
Financial Instruments: Derivatives and Hedging

5.   Financial Instruments: Derivatives and Hedging

On February 20, 2019, the Company entered into interest rate swap transactions that fixed the interest rate for the period beginning August 26, 2020 and ending January 31, 2024 on the BMO Term Loan (the “2019 BMO Interest Rate Swap”). The variable rates that were fixed under the 2019 BMO Interest Rate Swap is described in Note 3. On February 8, 2023, the Company terminated the 2019 BMO Interest Rate Swap applicable to the BMO Term Loan and, on February 10, 2023, the Company received an aggregate of approximately $4.3 million as a result of such terminations, of which approximately $0.1 million related to interest receivable. As of December 31, 2024 and December 31, 2023, there were no derivative instruments.

The 2019 BMO Interest Rate Swap qualified as a cash flow hedge and has been recognized on the consolidated balance sheets 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 recognized in earnings in the same period in which the hedged interest payments affect 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 gain/(loss) on the 2019 BMO Interest Rate Swap that was recorded in OCI and the accompanying consolidated statements of income as a component of interest expense for the years ended December 31, 2024, 2023 and 2022, respectively, was as follows:

(in thousands)

Year Ended December 31,

Interest Rate Swaps in Cash Flow Hedging Relationships:

    

2024

    

2023

    

2022

Amounts of gain recognized in OCI

$

$

177

$

8,451

Amounts of previously recorded gain (loss) reclassified from OCI into Interest Expense

$

355

$

4,180

$

(1,146)

Total amount of Interest Expense presented in the consolidated statements of operations

$

26,424

$

24,318

$

22,808

Over time, the realized gains in accumulated other comprehensive income were reclassified into earnings as a decrease to interest expense in the same periods in which the hedged interest payments affected earnings.

The Company hedged the exposure to variability in anticipated future interest payments on existing debt.

v3.25.0.1
Stockholders' Equity
12 Months Ended
Dec. 31, 2024
Stockholders' Equity  
Stockholders' Equity

6.   Stockholders’ Equity

Equity-Based Compensation

On May 20, 2002, the stockholders of the Company approved the 2002 Stock Incentive Plan (the “Plan”). The Plan is an equity-based incentive compensation plan, and provides for the grants of up to a maximum of 2,000,000 shares of the Company’s common stock (“Awards”). All of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted Awards. Awards under the Plan are made at the discretion of the Company’s Board of Directors, and have no vesting requirements. Upon granting an Award, the Company will recognize compensation cost equal to the fair value of the Company’s common stock, as determined by the Company’s Board of Directors, on the date of the grant.

On May 31, 2024, May 18, 2023 and May 17, 2022, the Company granted shares under the Plan to non-employee directors with the compensation cost related to such grants indicated in the table below, which was recognized during the years ended December 31, 2024, 2023 and 2022, respectively, and is included in general and administrative expenses in the consolidated statements of income for such periods. Such shares were fully vested on the date of issuance.

    

Shares Available

Compensation

for Grant

Cost

Balance December 31, 2021

1,780,820

$

1,012,500

Shares granted 2022

(84,133)

393,750

Balance December 31, 2022

1,696,687

$

1,406,250

Shares granted 2023

(194,439)

314,991

Balance December 31, 2023

1,502,248

1,721,241

Shares granted 2024

(136,362)

269,997

Balance December 31, 2024

1,365,886

$

1,991,238

Repurchase of Common Stock

On June 23, 2021, the Board of Directors of the Company authorized the repurchase of up to $50 million of the Company’s common stock from time to time in the open market, privately negotiated transactions or other manners as permitted by federal securities laws. The repurchase authorization may be suspended or discontinued at any time. The Company repurchased 846,739 shares of common stock during the first quarter of 2022 at an aggregate cost of approximately $4.8 million and at an average cost of approximately $5.72 per share, inclusive of brokerage

commissions. The Company did not repurchase any shares of common stock during the remainder of 2022, 2023 or in 2024. On February 10, 2023, the Company announced it had discontinued the previous repurchase authorization made on June 23, 2021. The excess of the purchase price over the par value of the shares repurchased is applied to reduce additional paid-in capital.

A summary of the repurchase of common stock by the Company is shown in the following table:

(Cost in thousands)

Shares Repurchased

Cost

Balance, December 31, 2021

4,413,741

$

37,019

Repurchase of shares

846,739

4,843

Balance, December 31, 2022

5,260,480

$

41,862

v3.25.0.1
Federal Income Tax Reporting
12 Months Ended
Dec. 31, 2024
Federal Income Tax Reporting  
Federal Income Tax Reporting

7.   Federal Income Tax Reporting

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 20% (25% of taxable years beginning on or before December 31, 2017) 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. The TRSs have gross amounts of net operating losses (“NOLs”) available to those taxable corporations of $4.9 million and $4.9 million as of December 31, 2024 and 2023, respectively. The NOLs created prior to 2018 will expire between 2030 and 2047 and the NOLs generated after 2017 will not expire. 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.

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 2021 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 $0.2 million, $0.3 million and $0.2 million for the years ended December 31, 2024, 2023 and 2022, 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 Company’s prior 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. Approximately $0.4 million and $0.7 million of NOLs expired in 2024 and 2023, respectively. A valuation allowance is provided for the full amount of the gross NOLs available as the realization of any tax benefits remaining from such NOLs is not assured. The gross amount of NOLs available to the Company was approximately $95.8 million and $32.1 million as of December 31, 2024 and December 31, 2023, respectively.

Income Tax Expense

The income tax expense reflected in the consolidated statements of income relates primarily to state income taxes as a result of some states that limit the use of net operating losses, which are in Other Taxes, and to a lesser extent, the Revised Texas Franchise Tax. FSP Protective TRS Corp. provides taxable services to tenants at some of the Company’s properties.

For the Year Ended December 31,

 

(Dollars in thousands)

    

2024

    

2023

    

2022

 

 

Revised Texas Franchise Tax

$

216

$

279

$

239

Other Taxes

 

 

 

(35)

Tax expense

$

216

$

279

$

204

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.

At December 31, 2024, the Company’s net tax basis of its real estate assets is more than the amount set forth in the Company’s consolidated balance sheets by $145.6 million and at December 31, 2023, the Company’s net tax basis of its real estate assets is more than the amount set forth in the Company’s consolidated balance sheets by $144.4 million.

Tax Components

The following summarizes the tax components of the Company’s common distributions paid per share for the years ended December 31, 2024, 2023 and 2022:

2024

2023

2022

 

    

Per Share

    

%

    

Per Share

    

%

    

Per Share

    

%

 

Ordinary income

$

 

%  

$

 

%  

$

 

%  

Capital gain

 

 

%  

 

 

%  

 

0.14

 

70

%  

Return of capital

 

0.04

 

100

%  

 

0.04

 

100

%  

 

0.06

 

30

%  

Total

$

0.04

 

100

%  

$

0.04

 

100

%  

$

0.20

 

100

%  

v3.25.0.1
Leases
12 Months Ended
Dec. 31, 2024
Leases  
Leases

8. Leases

Leases as a Lessee:

The Company entered into a noncancelable contract with a third party to obtain office space that commenced on September 1, 2010. The contract was amended on October 25, 2016 to extend the contract through September 30, 2024 and amended again on February 7, 2024 to extend the contract through September 30, 2026. As of December 31, 2024 and December 31, 2023, the Company’s right-of-use asset was $0.7 million and $0.3 million, respectively, which is

included in prepaid and other assets on the consolidated balance sheet. A discount rate equal to the Company’s incremental borrowing rate was applied to the future monthly contractual lease payments remaining as of December 31, 2024 to compute the lease liability. The incremental borrowing rate is the rate equal to the closest borrowing under the BofA Revolver at the time of the February 7, 2024 lease amendment.

Lease Costs

For the Year Ended December 31,

(in thousands)

2024

    

2023

    

2022

Operating lease cost

$

411

$

419

$

419

$

411

$

419

$

419

Other information

Cash paid for amounts included in the measurement of lease liabilities

$

412

$

447

$

438

Weighted average remaining lease terms in years - operating leases

1.75

0.75

1.75

Weighted average discount rate - operating leases

8.44%

3.86%

3.86%

Maturity analysis for liabilities

Total

    

    

Undiscounted

(in thousands)

Cash Flows

Discount rate at commencement

8.44%

2025

$

436

2026

327

$

763

Present value lease liability

$

707

Difference between undiscounted cash flows and discounted cash flows

$

56

Leases as a Lessor:

The Company is a lessor of commercial real estate with operations that include the leasing of office properties. Many of the leases with customers contain options to extend leases at a fair market rate and may also include options to terminate leases. The Company considers several inputs when evaluating the amount it expects to derive from its leased assets at the end of the lease terms, such as the remaining useful life, expected market conditions, fair value of lease payments, expected fair values of underlying assets, and expected deployment of the underlying assets. The Company’s strategy to address its risk for the residual value in its commercial real estate is to re-lease the commercial space.

The Company has elected to apply the practical expedient to not separate non-lease components from the related lease component of real estate leases. This combined component is primarily comprised of fixed lease payments, early termination fees, common area maintenance cost reimbursements, and parking lease payments. The Company applies ASC 842, Leases, to the combined lease and non-lease components.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized the following amounts of income relating to lease payments:

Income relating to lease payments:

For the Year Ended December 31,

(in thousands)

    

2024

2023

    

2022

Income from leases (1)

$

122,032

$

146,027

$

157,719

$

122,032

$

146,027

$

157,719

Undiscounted Cash Flows

    

Year ending

(in thousands)

December 31,

2025

69,392

2026

64,321

2027

54,286

2028

48,479

2029

40,699

2030 and thereafter

 

113,033

$

390,210

(1) Includes amounts recognized from variable lease payments of $35,413, $42,311, and $49,730 for the year ended December 31, 2024, 2023 and 2022, respectively.

v3.25.0.1
Retirement Plan
12 Months Ended
Dec. 31, 2024
Retirement Plan  
Retirement Plan

9.   Retirement Plan

In 2006, the Company established a 401(k) plan to cover eligible employees, which permitted deferral of up to $17,000 per year (indexed for inflation) into the 401(k) plan, subject to certain limitations imposed by the Internal Revenue Code. An employee’s elective deferrals are immediately vested upon contribution to the 401(k) plan. The Company matches employee contributions to the 401(k) plan dollar for dollar up to 3% of each employee’s annual compensation up to $200,000. In addition, we may elect to make an annual discretionary profit-sharing contribution. The Company’s total contribution under the 401(k) plan amounted to $0.1 million, $0.1 million and $0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

v3.25.0.1
Dispositions of Property
12 Months Ended
Dec. 31, 2024
Dispositions of Property  
Dispositions of Property

10.   Dispositions of Property

In 2024, the Company sold an office property located in Richardson, Texas on January 26, 2024, for a gross sales price of $35 million. The property was classified as held for sale as of December 31, 2023, and an impairment of $2.1 million had been recorded during the year ended December 31, 2023. An additional $5,000 of costs related to the sale were recorded during the three months ended March 31, 2024. During the three months ended June 30, 2024, the Company entered into an agreement to sell a property in Glen Allen, Virginia for a gross sales price of approximately $31.0 million and an expected loss of $13.2 million, which was recorded as an impairment. The property was sold on July 8, 2024, at the expected loss. During the three months ended September 30, 2024, the Company recorded an additional $0.7 million in costs related to the sale of properties previously sold. During the three months ended September 30, 2024, the Company entered into an agreement to sell a property in Atlanta, Georgia, which was classified as an asset held for sale during 2023. The Company increased the expected loss on this property by $6.6 million to $27.2 million when the Company entered into this new agreement to sell the property for a gross sales price of $34.0 million. The property sold on October 23, 2024, with a $0.4 million increase to loss from final sales adjustments on the date of sale.

In 2023, the Company sold one office property located in Elk Grove, Illinois on March 10, 2023, for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. The Company used the proceeds of the disposition principally to repay a portion of outstanding indebtedness. The Company sold one office property located in Charlotte, North Carolina on August 9, 2023 for a gross sales price of $9.2 million, at a loss of $0.8 million. During the three months ended September 30, 2023, the Company recorded a gain on sale of $53,000 as a result of conveying approximately

7,826 square feet of land at the Company’s Addison, Texas property to the Town of Addison as part of a road revitalization project.

During the three months ended September 30, 2023, the Company reclassified $96.4 million of its office properties in Miami, Florida and Atlanta, Georgia as assets held for sale as of September 30, 2023. The Company recorded these properties at the fair value less cost to sell, which was less than the carrying value and resulted in an impairment of $39.7 million in the three months ended September 30, 2023. The reclassification was a non-cash investing activity on the statement of cash flows. The Company estimated the fair value of these properties, less estimated costs to sell, using the offers to purchase the properties made by third parties (Level 3 inputs, as there is no active market).

During the three months ended September 30, 2023, the Company entered into an agreement to sell a property in Plano, Texas for a gross sales price of approximately $48.0 million, at an expected gain of $10.6 million. The Company reclassified $36.2 million of this office property as an asset held for sale as of September 30, 2023. The reclassification was a non-cash investing activity on the statement of cash flows. On October 26, 2023, the Company completed the sale of the property located in Plano, Texas for a gross sales price of $48.0 million at a gain of approximately $10.6 million. On December 6, 2023, the Company sold another of the assets held for sale, an office property located in Miami, Florida for a sales price of $68.0 million at a loss of approximately $18.9 million.

The asset held for sale located in Atlanta, Georgia, was expected to sell for a gross sales price of $40.0 million at a loss of approximately $20.5 million, which was recorded as an impairment as of September 30, 2023, however on November 15, 2023, the Company received notice from the buyer indicating that the buyer was terminating the transaction and directing the deposit and interest be disbursed to the Company. At December 31, 2023, the office property remained classified on the consolidated balance sheet as an asset held for sale in the amount of $39.0 million and was comprised of $52.2 million of real estate assets, net of accumulated depreciation, $4.4 million of straight-line rents receivable, and $2.9 million of deferred leasing commissions, net of accumulated amortization. The Company expects the property will be sold within the next twelve months.

During the three months ended September 30, 2023, the Company entered into a purchase and sale agreement, which was subsequently amended, to sell a property located in Richardson, Texas for a gross sales price of $35.0 million. During the three months ended December 31, 2023, the Company recorded this property at the fair value less cost to sell, which was less than the carrying value and resulted in an impairment of $2.1 million. The Company reclassified $34.4 million of this office property as an asset held for sale, which comprised of $31.1 million in real estate assets, net of accumulated depreciation, $3.4 million in straight-line rents receivable, and $2.0 million in deferred leasing commissions, net of accumulated amortization.

In 2022, the Company sold two office properties located in Broomfield, Colorado on August 31, 2022 for an aggregate gross sales price of $102.5 million, at a gain of approximately $24.1 million. The Company sold an office property located in Evanston, Illinois on December 28, 2022 for a sales price of $27.8 million, at a gain of approximately $3.9 million. The Company used the proceeds of the dispositions principally to repay outstanding indebtedness.

The Company concluded the dispositions did not represent a strategic shift and reports the results of operations of its properties in its consolidated statements of operations, which includes rental income, rental operating expenses, real estate taxes and insurance and depreciation and amortization.

The operating results for the properties that the Company disposed of or classified as assets held for sale are summarized below:

    

Year ended December 31,

(in thousands)

    

2024

    

2023

2022

Rental revenue

$

7,319

$

29,837

$

45,762

Rental operating expenses

 

(2,988)

 

(9,773)

 

(14,684)

Real estate taxes and insurance

 

(324)

 

(4,316)

 

(10,449)

Depreciation and amortization

 

(832)

 

(8,599)

 

(16,114)

Income from dispositions and assets held for sale

$

3,175

$

7,149

$

4,515

v3.25.0.1
Segment Information
12 Months Ended
Dec. 31, 2024
Segment Information  
Segment Information

11.   Segment Information

The Company is a REIT focused on real estate investments primarily in the office market and currently operates in one segment: real estate operations. Each of the Company’s properties qualify as an operating segment but are aggregated together because they exhibit similar economic characteristics and operating similarities.

The chief operating decision maker (CODM) of the Company is the Company’s Chief Executive Officer. The CODM measures the performance and profit or loss for the Company’s reportable segment using a measure referred to as Segment Net Operating Income (Segment NOI). The CODM utilizes Segment NOI when considering the deployment of the Company’s capital resources on a property-by-property basis. The significant expense categories which the Company’s CODM examines when measuring the segment’s performance include real estate operating expenses and real estate taxes and insurance. Asset information by segment is not reported because the Company does not use this measure to assess performance. The total assets of the Company’s reportable segment can be found on the Company’s consolidated balance sheets.

Segment NOI is a non-GAAP financial measure that the Company defines as net income or loss (the most directly comparable GAAP financial measure) plus selling, general and administrative expenses, depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges, interest expense, less equity in earnings of nonconsolidated REITs, interest income, hedge ineffectiveness, gains or losses on the sale of assets and excludes income taxes. Segment NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently. Segment NOI should not be considered an alternative to net income or loss as an indication of our performance or to cash flows as a measure of the Company’s liquidity or its ability to make distributions.

The calculations of Segment NOI are shown in the following table:

Segment Net Operating Income (NOI)

Year Ended

Year Ended

Year Ended

(in thousands)

 

31-Dec-24

 

31-Dec-23

31-Dec-22

Total consolidated revenues

$

120,112

$

145,707

$

165,615

Reconciling items:

Amortization of above/below market leases

(17)

(44)

(118)

Less:

Real estate operating expenses

45,043

50,732

52,820

Real estate taxes and insurance

22,716

27,200

34,620

Segment NOI

$

52,336

 

$

67,731

$

78,057

 

Year Ended

 

Year Ended

Year Ended

Reconciliation to Net Income (Loss)

31-Dec-24

31-Dec-23

31-Dec-22

Net income (loss)

 

$

(52,723)

 

$

(48,110)

1,094

Add (deduct):

Loss on extinguishment of debt

1,042

106

78

Gain on consolidation of Sponsored REIT

 

 

(394)

Impairment and loan loss reserve

4,237

(Gain) loss on sale of properties and impairment of assets held for sale, net

 

20,826

 

23,384

(27,939)

Depreciation and amortization

 

44,774

 

54,738

63,808

Amortization of above/below market leases

 

(17)

 

(44)

(118)

General and administrative

 

13,884

 

14,021

13,885

Interest expense

 

26,424

 

24,318

22,808

Interest income

 

(2,090)

 

(567)

Tax expense

216

 

279

204

Segment NOI

 

$

52,336

 

$

67,731

$

78,057

v3.25.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events  
Subsequent Events

12.   Subsequent Events

On January 10, 2025, the Board of Directors of the Company declared a cash distribution of $0.01 per share of common stock payable on February 13, 2025, to stockholders of record on January 24, 2025.

v3.25.0.1
Schedule II Valuation and qualifying accounts
12 Months Ended
Dec. 31, 2024
Schedule II Valuation and qualifying accounts:  
Schedule II Valuation and qualifying accounts:

Schedule II

Franklin Street Properties Corp.

Valuation and qualifying accounts:

    

    

    

Additions

    

    

    

    

 

(Decreases)

 

Balance at

charged to

Balance

 

(in thousands)

beginning

costs and

at end

 

Classification

of year

expenses

Deductions

of year

 

Allowance for doubtful accounts

2022

$

533

 

(38)

 

(478)

 

17

2023

 

17

 

(9)

 

 

8

2024

 

8

 

(8)

 

 

Allowance for credit losses

2022

$

 

4,237

 

 

4,237

2023

 

4,237

 

(4,237)

 

 

2024

 

 

 

 

v3.25.0.1
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
12 Months Ended
Dec. 31, 2024
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION  
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III

FRANKLIN STREET PROPERTIES CORP.

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2024

Initial Cost

Historical Cost

 

  

  

  

  

Costs

  

  

  

  

  

  

  

  

 

Capitalized

Buildings

Total Costs,

 

(in thousands)

Buildings

(Disposals)

Improvements

Net of

Depreciable

Date of

 

Encumbrances

Improvements

Subsequent to

and

Accumulated

Accumulated

Life

Year

Acquisition

 

Description

(1)

Land

and Equipment

Acquisition

Land

Equipment

Total (2)

Depreciation

Depreciation

Years

Built

(3)

 

(in thousands)

 

Commercial Properties:

Park Ten, Houston, TX

 

 

1,061

 

21,303

 

8,150

 

565

 

29,949

 

30,514

 

15,549

 

14,965

 

5

-

39

 

1999

 

2002

Addison, Addison, TX

 

 

4,325

 

48,040

 

14,489

 

4,325

 

62,529

 

66,854

 

32,544

 

34,310

 

5

-

39

 

1999

 

2002

Greenwood, Englewood, CO

 

 

3,100

 

30,201

 

13,165

 

3,100

 

43,366

 

46,466

 

21,140

 

25,326

 

5

-

39

 

2000

 

2005

Eldridge Green, Houston, TX

 

 

3,900

 

43,791

 

12,423

 

3,900

 

56,214

 

60,114

 

25,615

 

34,499

 

5

-

39

 

1999

 

2004

Liberty Plaza, Addison, TX

 

 

4,374

 

21,146

 

12,958

 

4,279

 

34,199

 

38,478

 

16,245

 

22,233

 

5

-

39

 

1985

 

2006

Park Ten II, Houston, TX

 

 

1,300

 

31,712

 

7,261

 

1,300

 

38,973

 

40,273

 

18,421

 

21,852

 

5

-

39

 

2006

 

2006

121 South Eight Street, Minneapolis, MN

 

 

4,444

 

15,214

 

29,762

 

4,444

 

44,976

 

49,420

 

17,736

 

31,684

 

5

-

39

 

1974

 

2010

801 Marquette Ave South, Minneapolis, MN

 

4,184

 

 

28,318

 

4,184

 

28,318

 

32,502

 

8,087

 

24,415

 

5

-

39

 

1923

 

2010

Legacy Tennyson Center, Plano, TX

 

 

3,067

 

22,064

 

7,115

 

3,067

 

29,179

 

32,246

 

10,138

 

22,108

 

5

-

39

 

2008

 

2011

Westchase I & II, Houston, TX

 

 

8,491

 

121,508

 

26,557

 

8,491

 

148,065

 

156,556

 

46,948

 

109,608

 

5

-

39

 

2008

 

2012

1999 Broadway, Denver CO

 

 

16,334

 

137,726

 

44,326

 

16,334

 

182,052

 

198,386

 

58,083

 

140,303

 

5

-

39

 

1986

 

2013

1001 17th Street, Denver, CO

 

 

17,413

 

165,058

 

42,904

 

17,413

 

207,962

 

225,375

 

60,394

 

164,981

 

5

-

39

 

2006

 

2013

Plaza Seven, Minneapolis, MN

 

6,604

 

54,240

 

15,228

 

6,604

 

69,468

 

76,072

 

18,814

 

57,258

 

5

-

39

 

1987

 

2016

600 17th Street, Denver, CO

 

20,876

 

99,941

 

18,848

 

20,876

 

118,789

 

139,665

 

27,312

 

112,353

 

5

-

39

 

1982

 

2016

Monument Circle, Indianapolis, IN

6,416

13,279

6,416

13,279

19,695

682

19,013

5

-

39

1992

2023

Balance — Real Estate

 

$

105,889

$

825,223

$

281,504

$

105,298

$

1,107,318

$

1,212,616

$

377,708

$

834,908

(1)There are no encumbrances on the above properties.
(2)The aggregate cost for Federal Income Tax purposes is $1,360,898.
(3)Original date of acquisition by Sponsored Entity.

The following table summarizes the changes in the Company’s real estate investments and accumulated depreciation:

December 31,

 

(in thousands)

    

2024

    

2023

    

2022

 

Real estate investments, at cost:

Balance, beginning of year

$

1,257,173

$

1,526,665

$

1,615,457

Acquisitions

 

 

19,695

 

Improvements

 

20,535

 

29,194

 

60,132

Assets held for sale

 

 

(118,644)

 

Dispositions

 

(65,092)

 

(199,737)

 

(148,924)

Balance, end of year - Real Estate

$

1,212,616

$

1,257,173

$

1,526,665

Accumulated depreciation:

Balance, beginning of year

$

366,349

$

423,417

$

424,487

Depreciation

 

37,746

 

45,558

 

52,208

Assets held for sale

 

 

(35,399)

 

Dispositions

 

(26,387)

 

(67,227)

 

(53,278)

Balance, end of year - Accumulated Depreciation

$

377,708

$

366,349

$

423,417

v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

We have certain processes for assessing, identifying and managing cybersecurity risks, which are built into our overall risk management program/information technology function and are designed to help protect our information assets and operations from internal and external cyber threats, protect employee information from unauthorized access or attack, as well as secure our networks and systems. Such processes include physical, procedural and technical safeguards, response plans, regular tests on our systems, and routine review of our policies and procedures to identify risks and enhance our practices. We engage certain external parties to enhance our cybersecurity oversight. We consider the internal risk oversight programs of third-party service providers before engaging them in order to help protect us from any related vulnerabilities.

We do not believe that there are any risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us or our business strategy, results of operations or financial condition. See “Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer." in “Item 1A. Risk Factors” for additional information.

The Audit Committee of our Board of Directors provides direct oversight over cybersecurity risk and provides updates to the Board of Directors regarding such oversight. The Audit Committee receives quarterly updates from management regarding cybersecurity matters and is notified between such updates regarding significant new cybersecurity threats or incidents.

Our Vice President and Director of Information Technology leads the operational oversight of company-wide cybersecurity strategy, policy, standards and processes and works across relevant departments to assess and help prepare us and our employees to address cybersecurity risks. Prior to his approximately 15 years overseeing and securing our information technology operations, our Vice President and Director of Information Technology held various roles during his approximately 9 years of tenure at USI New England, most recently overseeing and securing their information technology operations as Regional IT Manager. This experience is reinforced with regular cybersecurity training from industry leading organizations such as the SANS Institute and ISC2.

In an effort to protect our resources from cyber threats, we maintain a security program that includes multiple layers designed to prevent, mitigate, detect, defend against, and remediate these threats. These include, but are not limited to, continuous vulnerability assessment and remediation, annual penetration testing conducted by a third party, security and monitoring tools that are monitored by a 24x7 SOC (Security Operations Center) and Incident Response Planning. Additionally, all employees are required to take annual cyber security training that aligns with our risks and current cyber trends such as ransomware, BEC (business email compromise,) phishing, and social engineering.

Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Such processes include physical, procedural and technical safeguards, response plans, regular tests on our systems, and routine review of our policies and procedures to identify risks and enhance our practices.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block] The Audit Committee of our Board of Directors provides direct oversight over cybersecurity risk and provides updates to the Board of Directors regarding such oversight. The Audit Committee receives quarterly updates from management regarding cybersecurity matters and is notified between such updates regarding significant new cybersecurity threats or incidents.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Audit Committee of our Board of Directors
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Audit Committee receives quarterly updates from management regarding cybersecurity matters and is notified between such updates regarding significant new cybersecurity threats or incidents.
Cybersecurity Risk Role of Management [Text Block] Our Vice President and Director of Information Technology leads the operational oversight of company-wide cybersecurity strategy, policy, standards and processes and works across relevant departments to assess and help prepare us and our employees to address cybersecurity risks. Prior to his approximately 15 years overseeing and securing our information technology operations, our Vice President and Director of Information Technology held various roles during his approximately 9 years of tenure at USI New England, most recently overseeing and securing their information technology operations as Regional IT Manager. This experience is reinforced with regular cybersecurity training from industry leading organizations such as the SANS Institute and ISC2.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Vice President and Director of Information Technology
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Prior to his approximately 15 years overseeing and securing our information technology operations, our Vice President and Director of Information Technology held various roles during his approximately 9 years of tenure at USI New England, most recently overseeing and securing their information technology operations as Regional IT Manager. This experience is reinforced with regular cybersecurity training from industry leading organizations such as the SANS Institute and ISC2.
v3.25.0.1
Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2024
Significant Accounting Policies  
Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Estimates and Assumptions

Estimates and Assumptions

The Company prepares its financial statements and related notes in conformity with generally accepted accounting principles in the United States of America (“GAAP”). These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the consolidated financial statements include the allowance for credit losses, purchase price allocations and impairment considerations.

Variable Interest Entities (VIEs)

Variable Interest Entities (VIEs)

The Company determines whether an entity is a VIE and, if so, whether it should be consolidated by utilizing judgments and estimates that are inherently subjective. The determination of whether an entity in which the Company holds a, direct or indirect, variable interest is a VIE is based on several factors, including whether the entity’s total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. The Company makes judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a quantitative analysis, if necessary.

The Company analyzes any investments in VIEs to determine if the Company is the primary beneficiary. In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity. Determining which reporting entity, if any, is the primary beneficiary of a VIE is primarily a qualitative approach focused on identifying which reporting entity has both (1) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment.

The Company considers a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct a proposed sale of the property or merger of the company. In addition, the Company considers the rights of other investors to participate in those decisions, to replace the manager and to amend the corporate charter. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and considers that conclusion upon a reconsideration event.

As of January 1, 2023, the Company’s relationship with the Sponsored REIT was considered a VIE and the Company became the primary beneficiary. Upon this reconsideration event, the entity is included within the Company’s consolidated financial statements and all intercompany accounts and transactions have been eliminated in consolidation. A gain on consolidation of approximately $0.4 million was recognized in the three months ended March 31, 2023. Cash and cash equivalents of $3 million held by Monument Circle was included in the Company’s cash and cash equivalents upon consolidation and is reflected as “Consolidation of Sponsored REIT” in the consolidated statement of cash flows. The cash and cash equivalents held by Monument Circle are unable to be utilized for the Company’s operational purposes. The creditors of Monument Circle’s trade payables do not have any recourse against the Company.

The consolidation value of Monument Circle was allocated to real estate investments and leases, including lease origination costs. Lease origination costs represent the value associated with acquiring an in-place lease (i.e. the market cost to execute a similar lease, including leasing commission, legal, vacancy, and other related costs). The value assigned to building approximates the replacement cost; the value assigned to land approximates its appraised value; and the value assigned to leases approximate their fair value. Other assets and liabilities are recorded at their historical costs, which approximates fair value.

The Company assessed the fair value of the acquired real estate leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Such inputs are Level 3 in the fair value hierarchy.

The following table summarizes the estimated fair value of the assets acquired at the date of consolidation, January 1, 2023:

(in thousands)

Real estate assets

$

19,695

Value of acquired real estate leases

305

Total

$

20,000

The following is quantitative information about significant unobservable inputs in the Company’s Level 3 measurement of the assets acquired in the consolidation of Monument Circle and were measured at fair value on a nonrecurring basis at January 1, 2023:

    

Fair Value (1) at

    

  

Significant

    

Range

Weighted

Description

January 1, 2023

Valuation Technique

Unobservable Input

Min

Max

 

Average (2)

(in thousands)

 

Monument Circle Consolidation

$

20,000

 

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.

Prior to January 1, 2023, the Company’s relationship with the Sponsored REIT was considered a VIE in which the Company was not the primary beneficiary. The Company’s maximum exposure to losses associated with this VIE was limited to the principal amount outstanding under the loan from the Company to the Sponsored REIT secured by a mortgage on real estate owned by the Sponsored REIT (the “Sponsored REIT Loan”) net of the allowance for credit loss, the related accrued interest receivable and an exit fee receivable, which were in aggregate approximately $22.1 million at December 31, 2022. The accrued interest and exit fee receivables are included in prepaid expenses and other assets in the consolidated balance sheet and were approximately $2.3 million at December 31, 2022. The relationships and investments related to the Sponsored REIT are summarized in Note 3.

Real Estate and Depreciation

Real Estate and Depreciation

Real estate assets are stated at cost less accumulated depreciation.

The Company allocates the value of real estate acquired among land, buildings and identified intangible assets or liabilities. Costs related to land, building and improvements are capitalized. Typical capital items include new roofs, site improvements, various exterior building improvements and major interior renovations. Costs incurred in connection with leasing (primarily tenant improvements and leasing commissions) are capitalized and amortized over the lease period. Routine replacements and ordinary maintenance and repairs that do not extend the life of the asset are expensed as incurred. Depreciation is computed using the straight-line method over the assets’ estimated useful lives as follows:

Category

    

Years

 

Commercial buildings

 

39

Building improvements

 

15

-

39

Fixtures and equipment

 

3

-

7

The Company reviews its properties to determine if their carrying amounts will be recovered from future operating cash flows if certain indicators of impairment are identified at those properties. These indicators may include lower or declining tenant occupancy, weak or declining tenant profitability, cash flows or liquidity, the Company’s decision to dispose of an asset before the end of its estimated useful life or legislative, economic, or market changes that permanently reduce the value of the Company’s investment. If indicators of impairment are present, the Company evaluates the carrying value of the property by comparing it to its expected future undiscounted cash flow. A property’s value is impaired only if management’s estimate of future undiscounted cash flows to be generated by the property over its estimated holding period is less than the carrying value of the property. If there are different potential outcomes for a property, the Company will take a probability weighted approach to estimating future cash flows. If the Company determines that impairment has occurred, the affected assets are reduced to their fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates, capital requirements, estimated holding periods and outcome probabilities that could differ materially from actual results in future periods. Since cash flows are considered on an undiscounted basis in the analysis that the Company conducts to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized. The Company did not recognize any impairment losses on any assets classified as held and used for the years ended December 31, 2024, 2023 and 2022.

Acquired Real Estate Leases and Amortization

Acquired Real Estate Leases and Amortization

Acquired real estate leases represent costs associated with acquiring an in-place lease (i.e., the market cost to execute a similar lease, including leasing commission, tenant improvements, legal, vacancy and other related costs) and the value relating to leases with rents above the market rate. Amortization is computed using the straight-line method over the term of the leases, which range from 12 months to 154 months. Amortization of these combined components was approximately $2.5 million, $3.2 million and $4.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization related to costs associated with acquiring an in-place lease is included in depreciation and amortization on the consolidated statements of income. Amortization related to leases with rents above the market rate is offset against

the rental revenue in the consolidated statements of income. The estimated annual amortization expense for the five years and thereafter following December 31, 2024 is as follows:

(in thousands)

    

December 31,

 

2025

$

1,718

2026

 

1,644

2027

 

389

2028

 

300

2029

 

125

2030 and thereafter

 

29

Acquired Unfavorable Real Estate Leases and Amortization

Acquired Unfavorable Real Estate Leases and Amortization

Acquired unfavorable real estate leases represent the value relating to leases with rents below the market rate. Amortization is computed using the straight-line method over the term of the leases, which range from 101 months to 151 months. Amortization expense was approximately $0.1 million, $0.1 million and $0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization related to leases with rents below the market rate is included with rental revenue in the consolidated statements of income. The estimated annual amortization for the five years and thereafter following December 31, 2024 is as follows:

(in thousands)

    

December 31,

 

2025

$

10

2026

 

8

2027

 

8

2028

 

6

2029

 

6

2030 and thereafter

 

7

Assets held for sale

Asset Held For Sale

Classification of a property as held for sale typically occurs upon the execution of a purchase and sale agreement and belief by management that the sale or disposition is probable of occurrence within one year. Upon determining that a property was held for sale, the Company discontinues depreciating the property and reflects the property in its consolidated balance sheet at the lower of its carrying amount or fair value less the cost to sell. The Company presents the property held for sale on its consolidated balance sheet as “Asset held for sale”. The Company reports the results of operations of its properties sold or held for sale (that do not represent a strategic shift that has, or will have, a major effect on financial results) in its consolidated statements of income through the date of sale.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statement of cash flows.

    

December 31,

    

December 31,

(in thousands)

2024

2023

Cash and cash equivalents (1)

$

41,121

$

125,530

Restricted cash

 

1,562

 

2,350

Total cash, cash equivalents and restricted cash

$

42,683

$

127,880

(1) Includes $1,314 and $2,167 at December 31, 2024 and 2023, respectively, pertaining to Monument Circle, which the Company is unable to utilize for its own operational purposes.

Restricted Cash

Restricted Cash

Restricted cash consists of tenant security deposits, which are required by law in some states or by contractual agreement to be kept in a segregated account, and escrows arising from property sales. Tenant security deposits are refunded when tenants vacate, provided that the tenant has not damaged the property.

Cash held in escrow is paid based on the terms of the closing agreement for the sale. Restricted cash also may include funds segregated for specific tenant improvements per lease agreements.

Tenant Rent Receivables

Tenant Rent Receivables

Tenant rent receivables are expected to be collected within one year. The Company recognizes the effect of a change in its assessment of whether the collectability of operating lease receivables are probable as an adjustment to lease income.

Concentration of Credit Risks

Concentration of Credit Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash investments, derivatives, related party mortgage loan receivable and accounts receivable. The Company maintains its cash balances principally in two banks which the Company believes to be creditworthy. The Company periodically assesses the financial condition of the banks and believes that the risk of loss is minimal. Cash balances held with various financial institutions frequently exceed the insurance limit of $250,000 provided by the Federal Deposit Insurance Corporation. The Company performs ongoing credit evaluations of its tenants and requires certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant’s lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. The Company has no single tenant which accounts for more than 10% of its annualized rent.

Financial Instruments

Financial Instruments

The Company estimates that the carrying values of cash and cash equivalents, restricted cash, receivables, prepaid expenses, accounts payable and accrued expenses, accrued compensation, and tenant security deposits approximate their fair values based on their short-term maturity and the bank note and term loans payable approximate their fair values as they bear interest at variable interest rates.

Straight-line Rent Receivable

Straight-line Rent Receivable

Certain leases provide for fixed rent increases over the term of the lease. Rental revenue is recognized on a straight-line basis over the related lease term; however, billings by the Company are based on the lease agreements. Straight-line rent receivable, which is the cumulative revenue recognized in excess of amounts billed by the Company, was $37.7 million, $40.4 million and $52.7 million at December 31, 2024, 2023 and 2022, respectively.

Deferred Leasing Commissions

Deferred Leasing Commissions

Deferred leasing commissions represent direct and incremental external leasing costs incurred in the leasing of commercial space. These costs are capitalized and are amortized on a straight-line basis over the terms of the related lease agreements. Amortization expense was approximately $4.5 million, $5.9 million and $7.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The estimated annual amortization for the five years and thereafter following December 31, 2024 is as follows:

(in thousands)

    

December 31,

 

2025

    

$

4,374

2026

    

 

3,706

2027

    

 

3,244

2028

    

 

2,797

2029

    

 

2,324

2030 and thereafter

    

 

6,496

Common Share Repurchases

Common Share Repurchases

The Company recognizes the gross cost of the common shares it repurchases as a reduction in stockholders’ equity using the treasury stock method. Maryland law does not recognize a separate treasury stock account but provides that shares

repurchased are classified as authorized but unissued shares. Accordingly, the Company reduces common stock for the par value and the excess of the purchase price over the par value is a reduction to additional paid-in capital.

Revenue Recognition

Revenue Recognition

Rental Revenue - The Company has retained substantially all of the risks and benefits of ownership of the Company’s commercial properties and accounts for its leases as operating leases. Rental revenue includes income from leases, certain reimbursable expenses, straight-line rent adjustments and other income associated with renting the property. Rental income from leases, which includes rent concessions (including free rent and other lease inducements) and scheduled increases in rental rates during the lease term, is recognized on a straight-line basis. The Company does not have any significant percentage rent arrangements with its commercial property tenants. Reimbursable expenses are included in rental income in the period earned. A summary of rental revenue is shown in the following table:

Year Ended

 

December 31,

 

(in thousands)

    

2024

    

2023

    

2022

 

Income from leases

$

86,563

$

103,716

$

107,990

Reimbursable expenses

 

35,469

 

42,311

 

49,736

Straight-line rent adjustment

 

(1,970)

 

(626)

 

5,895

Amortization of favorable and unfavorable leases

 

18

 

45

 

118

$

120,080

$

145,446

$

163,739

Rental Revenue

Rental Revenue - The Company has retained substantially all of the risks and benefits of ownership of the Company’s commercial properties and accounts for its leases as operating leases. Rental revenue includes income from leases, certain reimbursable expenses, straight-line rent adjustments and other income associated with renting the property. Rental income from leases, which includes rent concessions (including free rent and other lease inducements) and scheduled increases in rental rates during the lease term, is recognized on a straight-line basis. The Company does not have any significant percentage rent arrangements with its commercial property tenants. Reimbursable expenses are included in rental income in the period earned. A summary of rental revenue is shown in the following table:

Year Ended

 

December 31,

 

(in thousands)

    

2024

    

2023

    

2022

 

Income from leases

$

86,563

$

103,716

$

107,990

Reimbursable expenses

 

35,469

 

42,311

 

49,736

Straight-line rent adjustment

 

(1,970)

 

(626)

 

5,895

Amortization of favorable and unfavorable leases

 

18

 

45

 

118

$

120,080

$

145,446

$

163,739

Related Party and Other Revenue

Related Party and Other Revenue - Property and asset management fees, interest income on loans and other income are recognized when the related services are performed and the earnings process is complete.

Segment Reporting

Segment Reporting

The Company is a REIT focused on real estate investments primarily in the office market and currently operates in only one segment: real estate operations.

Income Taxes

Income Taxes

Taxes on income for the years ended December 31, 2024, 2023 and 2022 represent taxes incurred by FSP Protective TRS Corp, which is a taxable REIT subsidiary, and the State of Texas franchise tax applicable to FSP Corp., which is classified as an income tax for reporting purposes.

Net Income Per Share

Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted average number of 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 December 31, 2024, 2023 and 2022. The denominator used for calculating basic and diluted net income per share was 103,510,000, 103,357,000 and 103,338,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

Derivative Instruments

Derivative Instruments

The Company recognizes derivatives on the consolidated balance sheets at fair value. Derivatives that do not qualify, or are not designated as hedge relationships, must be adjusted to fair value through income. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the consolidated balance sheets as either an asset or liability. To the extent hedges are effective, a corresponding amount, adjusted for swap payments, is recorded in accumulated other comprehensive income within stockholders’ equity. Amounts are then reclassified from accumulated other comprehensive income to the income statement in the period or periods the hedged forecasted transaction affects earnings. Ineffectiveness, if any, is recognized in other comprehensive income (“OCI”) and reclassified into the income statement. The Company reviews

the effectiveness of each hedging transaction, which involves estimating future cash flows, at least quarterly. Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. The Company currently has no fair value hedges outstanding. Fair values of derivatives are subject to significant variability based on changes in interest rates and counterparty credit risk. The results of such variability could be a significant increase or decrease in the Company’s derivative assets, derivative liabilities, equity, and/or earnings.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There is also an established fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. Financial assets and liabilities recorded on the consolidated balance sheets at fair value are categorized based on the inputs to the valuation techniques as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability including credit risk, which was not significant to the overall value.

These inputs (See Notes 2 and 10) were considered and applied to the Company’s Sponsored REIT purchase price allocation and assets held for sale. Level 3 inputs were used to value assets acquired in the consolidation of the Sponsored REIT and the valuation of certain assets held for sale.

Subsequent Events

Subsequent Events

In preparing these consolidated financial statements the Company evaluated events that occurred through the date of issuance of these financial statements for potential recognition or disclosure.

Recent Accounting Standards

Recent Accounting Standards

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 adds interim and annual disclosure requirements to GAAP at the request of the Securities and Exchange Commission. The guidance in ASU 2023-06 is required to be applied prospectively and the GAAP requirements will be effective when the removal of the related SEC disclosure requirements is effective. If the SEC does not act to remove its related requirement by June 30, 2027, any related FASB amendments will be removed from the Accounting Standards Codification and will not be effective. The Company does not anticipate that the adoption of ASU 2023-06 will have a material impact on the consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities to disclose significant segment expense and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance in ASU 2023-07 is applied retrospectively to all periods presented in the financial statements and is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted. The Company adopted ASU 2023-07, which did not have a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures and disclosures about income taxes paid. The guidance in ASU 2023-09 should be applied prospectively but may be applied retrospectively for each period presented. ASU 2023-09 is effective for public entities for fiscal years beginning after December 15, 2024. The Company does not anticipate that the adoption of ASU 2023-09 will have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The guidance in ASU 2024-03 is required to be applied prospectively and entities may apply it retrospectively. ASU 2024-03 is effective for public entities for fiscal years beginning after December 15, 2026. The Company does not anticipate that the adoption of ASU 2024-03 will have a material impact on the consolidated financial statements.

v3.25.0.1
Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2024
Significant Accounting Policies  
Fair value of assets acquired at consolidation of VIE

(in thousands)

Real estate assets

$

19,695

Value of acquired real estate leases

305

Total

$

20,000

Quantitative information about significant unobservable inputs of Level 3 measurement

    

Fair Value (1) at

    

  

Significant

    

Range

Weighted

Description

January 1, 2023

Valuation Technique

Unobservable Input

Min

Max

 

Average (2)

(in thousands)

 

Monument Circle Consolidation

$

20,000

 

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.

Schedule of estimated useful lives of real estate assets

Category

    

Years

 

Commercial buildings

 

39

Building improvements

 

15

-

39

Fixtures and equipment

 

3

-

7

Schedule of estimated annual amortization expense for succeeding five years for acquired in-place lease and above-market leases

(in thousands)

    

December 31,

 

2025

$

1,718

2026

 

1,644

2027

 

389

2028

 

300

2029

 

125

2030 and thereafter

 

29

Schedule of estimated annual amortization for unfavorable leases

(in thousands)

    

December 31,

 

2025

$

10

2026

 

8

2027

 

8

2028

 

6

2029

 

6

2030 and thereafter

 

7

Schedule of Cash and cash equivalents

    

December 31,

    

December 31,

(in thousands)

2024

2023

Cash and cash equivalents (1)

$

41,121

$

125,530

Restricted cash

 

1,562

 

2,350

Total cash, cash equivalents and restricted cash

$

42,683

$

127,880

(1) Includes $1,314 and $2,167 at December 31, 2024 and 2023, respectively, pertaining to Monument Circle, which the Company is unable to utilize for its own operational purposes.

Schedule of estimated annual amortization for deferred leasing commissions

(in thousands)

    

December 31,

 

2025

    

$

4,374

2026

    

 

3,706

2027

    

 

3,244

2028

    

 

2,797

2029

    

 

2,324

2030 and thereafter

    

 

6,496

Summary of rental revenue

Year Ended

 

December 31,

 

(in thousands)

    

2024

    

2023

    

2022

 

Income from leases

$

86,563

$

103,716

$

107,990

Reimbursable expenses

 

35,469

 

42,311

 

49,736

Straight-line rent adjustment

 

(1,970)

 

(626)

 

5,895

Amortization of favorable and unfavorable leases

 

18

 

45

 

118

$

120,080

$

145,446

$

163,739

v3.25.0.1
Related Party Transactions and Investments in Non-Consolidated Entities (Tables)
12 Months Ended
Dec. 31, 2024
Related Party Transactions and Investments in Non-Consolidated Entities  
Allowance for credit losses rollforward

For the Year Ended December 31,

(In thousands)

    

2024

    

2023

    

2022

Beginning allowance for credit losses

$

$

(4,237)

$

Additional increases to the allowance for credit losses

(4,237)

Reductions to the allowance for credit losses

4,237

Ending allowance for credit losses

$

$

$

(4,237)

v3.25.0.1
Financial Instruments: Derivatives and Hedging (Tables)
12 Months Ended
Dec. 31, 2024
Financial Instruments: Derivatives and Hedging  
Summary of interest rate swaps that was recorded in OCI

(in thousands)

Year Ended December 31,

Interest Rate Swaps in Cash Flow Hedging Relationships:

    

2024

    

2023

    

2022

Amounts of gain recognized in OCI

$

$

177

$

8,451

Amounts of previously recorded gain (loss) reclassified from OCI into Interest Expense

$

355

$

4,180

$

(1,146)

Total amount of Interest Expense presented in the consolidated statements of operations

$

26,424

$

24,318

$

22,808

v3.25.0.1
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2024
Stockholders' Equity  
Schedule of granted shares under the Plan to non-employee directors with the compensation cost

    

Shares Available

Compensation

for Grant

Cost

Balance December 31, 2021

1,780,820

$

1,012,500

Shares granted 2022

(84,133)

393,750

Balance December 31, 2022

1,696,687

$

1,406,250

Shares granted 2023

(194,439)

314,991

Balance December 31, 2023

1,502,248

1,721,241

Shares granted 2024

(136,362)

269,997

Balance December 31, 2024

1,365,886

$

1,991,238

Schedule of repurchase of common stock

(Cost in thousands)

Shares Repurchased

Cost

Balance, December 31, 2021

4,413,741

$

37,019

Repurchase of shares

846,739

4,843

Balance, December 31, 2022

5,260,480

$

41,862

v3.25.0.1
Federal Income Tax Reporting (Tables)
12 Months Ended
Dec. 31, 2024
Federal Income Tax Reporting  
Schedule of income tax expense reflected in the consolidated statements of operations

For the Year Ended December 31,

 

(Dollars in thousands)

    

2024

    

2023

    

2022

 

 

Revised Texas Franchise Tax

$

216

$

279

$

239

Other Taxes

 

 

 

(35)

Tax expense

$

216

$

279

$

204

Summary of tax components of Company's common distribution paid per share

2024

2023

2022

 

    

Per Share

    

%

    

Per Share

    

%

    

Per Share

    

%

 

Ordinary income

$

 

%  

$

 

%  

$

 

%  

Capital gain

 

 

%  

 

 

%  

 

0.14

 

70

%  

Return of capital

 

0.04

 

100

%  

 

0.04

 

100

%  

 

0.06

 

30

%  

Total

$

0.04

 

100

%  

$

0.04

 

100

%  

$

0.20

 

100

%  

v3.25.0.1
Leases (Tables)
12 Months Ended
Dec. 31, 2024
Leases  
Summary of lease costs and maturity analysis for liabilities

Lease Costs

For the Year Ended December 31,

(in thousands)

2024

    

2023

    

2022

Operating lease cost

$

411

$

419

$

419

$

411

$

419

$

419

Other information

Cash paid for amounts included in the measurement of lease liabilities

$

412

$

447

$

438

Weighted average remaining lease terms in years - operating leases

1.75

0.75

1.75

Weighted average discount rate - operating leases

8.44%

3.86%

3.86%

Maturity analysis for liabilities

Total

    

    

Undiscounted

(in thousands)

Cash Flows

Discount rate at commencement

8.44%

2025

$

436

2026

327

$

763

Present value lease liability

$

707

Difference between undiscounted cash flows and discounted cash flows

$

56

Summary of income relating to lease payments

Income relating to lease payments:

For the Year Ended December 31,

(in thousands)

    

2024

2023

    

2022

Income from leases (1)

$

122,032

$

146,027

$

157,719

$

122,032

$

146,027

$

157,719

Undiscounted Cash Flows

    

Year ending

(in thousands)

December 31,

2025

69,392

2026

64,321

2027

54,286

2028

48,479

2029

40,699

2030 and thereafter

 

113,033

$

390,210

(1) Includes amounts recognized from variable lease payments of $35,413, $42,311, and $49,730 for the year ended December 31, 2024, 2023 and 2022, respectively.

v3.25.0.1
Dispositions of Property (Tables)
12 Months Ended
Dec. 31, 2024
Dispositions of Property  
Summary of operating results for discontinued operations

    

Year ended December 31,

(in thousands)

    

2024

    

2023

2022

Rental revenue

$

7,319

$

29,837

$

45,762

Rental operating expenses

 

(2,988)

 

(9,773)

 

(14,684)

Real estate taxes and insurance

 

(324)

 

(4,316)

 

(10,449)

Depreciation and amortization

 

(832)

 

(8,599)

 

(16,114)

Income from dispositions and assets held for sale

$

3,175

$

7,149

$

4,515

v3.25.0.1
Segment Information (Tables)
12 Months Ended
Dec. 31, 2024
Segment Information  
Schedule of segment net operating income

Year Ended

Year Ended

Year Ended

(in thousands)

 

31-Dec-24

 

31-Dec-23

31-Dec-22

Total consolidated revenues

$

120,112

$

145,707

$

165,615

Reconciling items:

Amortization of above/below market leases

(17)

(44)

(118)

Less:

Real estate operating expenses

45,043

50,732

52,820

Real estate taxes and insurance

22,716

27,200

34,620

Segment NOI

$

52,336

 

$

67,731

$

78,057

 

Year Ended

 

Year Ended

Year Ended

Reconciliation to Net Income (Loss)

31-Dec-24

31-Dec-23

31-Dec-22

Net income (loss)

 

$

(52,723)

 

$

(48,110)

1,094

Add (deduct):

Loss on extinguishment of debt

1,042

106

78

Gain on consolidation of Sponsored REIT

 

 

(394)

Impairment and loan loss reserve

4,237

(Gain) loss on sale of properties and impairment of assets held for sale, net

 

20,826

 

23,384

(27,939)

Depreciation and amortization

 

44,774

 

54,738

63,808

Amortization of above/below market leases

 

(17)

 

(44)

(118)

General and administrative

 

13,884

 

14,021

13,885

Interest expense

 

26,424

 

24,318

22,808

Interest income

 

(2,090)

 

(567)

Tax expense

216

 

279

204

Segment NOI

 

$

52,336

 

$

67,731

$

78,057

v3.25.0.1
Organization (Details)
12 Months Ended
Dec. 31, 2024
property
Properties  
Number of properties 14
FSP Investments LLC  
Organization  
Ownership interest (as a percent) 100.00%
FSP Property Management LLC  
Organization  
Ownership interest (as a percent) 100.00%
FSP Holdings LLC  
Organization  
Ownership interest (as a percent) 100.00%
FSP Protective TRS Corp.  
Organization  
Ownership interest (as a percent) 100.00%
v3.25.0.1
Significant Accounting Policies (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Jan. 31, 2023
USD ($)
Jan. 01, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Variable interest entity              
Gain on consolidation of Sponsored REIT   $ 394,000          
Cash, cash equivalents and restricted cash   127,880,000 $ 42,683,000     $ 6,632,000 $ 40,751,000
VIE at Consolidation              
Real estate assets   890,824,000 834,908,000        
Acquired real estate leases   6,694,000 4,205,000        
FSP Monument Circle LLC              
Variable interest entity              
Cash, cash equivalents and restricted cash   2,167,000 1,314,000        
Variable Interest Entity, Primary Beneficiary [Member]              
Variable interest entity              
Gain on consolidation of Sponsored REIT $ 400,000            
Cash, cash equivalents and restricted cash   2,167,000 1,314,000        
VIE at Consolidation              
Real estate assets   19,354,000 19,013,000 $ 19,695,000      
Acquired real estate leases   $ 305,000 67,000 305,000      
Total       $ 20,000,000      
Variable Interest Entity, Primary Beneficiary [Member] | FSP Monument Circle LLC              
Variable interest entity              
Cash, cash equivalents and restricted cash     $ 3,000,000        
Variable Interest Entity, Primary Beneficiary [Member] | Level 3              
VIE at Consolidation              
Related party mortgage loan receivable         $ 20,000,000    
Variable Interest Entity, Primary Beneficiary [Member] | Level 3 | Exit Cap Rate | Maximum              
VIE at Consolidation              
Measurement input         0.075    
Variable Interest Entity, Primary Beneficiary [Member] | Level 3 | Exit Cap Rate | Minimum              
VIE at Consolidation              
Measurement input         0.075    
Variable Interest Entity, Primary Beneficiary [Member] | Level 3 | Exit Cap Rate | Weighted Average              
VIE at Consolidation              
Measurement input         0.075    
Variable Interest Entity, Primary Beneficiary [Member] | Level 3 | Discount Rate | Maximum              
VIE at Consolidation              
Measurement input         0.095    
Variable Interest Entity, Primary Beneficiary [Member] | Level 3 | Discount Rate | Minimum              
VIE at Consolidation              
Measurement input         0.095    
Variable Interest Entity, Primary Beneficiary [Member] | Level 3 | Discount Rate | Weighted Average              
VIE at Consolidation              
Measurement input         0.095    
VIE, Not Primary Beneficiary              
Variable interest entity              
Maximum exposure to losses associated with VIE           22,100,000  
VIE, Not Primary Beneficiary | Prepaid expenses and other assets              
Variable interest entity              
Accrued interest and exit fee receivables           $ 2,300,000  
v3.25.0.1
Significant Accounting Policies - Estimated Useful Lives (Details)
Dec. 31, 2024
Commercial buildings  
Real Estate and Depreciation  
Estimated useful life 39 years
Building improvements | Minimum  
Real Estate and Depreciation  
Estimated useful life 15 years
Building improvements | Maximum  
Real Estate and Depreciation  
Estimated useful life 39 years
Fixtures and equipment | Minimum  
Real Estate and Depreciation  
Estimated useful life 3 years
Fixtures and equipment | Maximum  
Real Estate and Depreciation  
Estimated useful life 7 years
v3.25.0.1
Significant Accounting Policies - Acquired Real Estate Leases and Amortization (Details) - Acquired in-place and above market real estate leases - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Acquired real estate leases and amortization      
Amortization expense $ 2,500 $ 3,200 $ 4,500
Estimated annual amortization for succeeding five years      
2025 1,718    
2026 1,644    
2027 389    
2028 300    
2029 125    
2029 and thereafter $ 29    
Minimum      
Acquired real estate leases and amortization      
Term of lease 12 months    
Maximum      
Acquired real estate leases and amortization      
Term of lease 154 months    
v3.25.0.1
Significant Accounting Policies - Acquired Unfavorable Real Estate Leases and Amortization (Details) - Acquired unfavorable real estate leases - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Acquired Unfavorable Real Estate Leases and Amortization      
Amortization $ 100 $ 100 $ 200
Estimated annual amortization for succeeding five years      
2025 10    
2026 8    
2027 8    
2028 6    
2029 6    
2029 and thereafter $ 7    
Minimum      
Acquired Unfavorable Real Estate Leases and Amortization      
Term of lease 101 months    
Maximum      
Acquired Unfavorable Real Estate Leases and Amortization      
Term of lease 151 months    
v3.25.0.1
Significant Accounting Policies - Cash, Cash Equivalents and Restricted cash (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Discontinued Operations        
Time period within which sale or disposition of properties held for sale is probable 1 year      
Cash, Cash Equivalents and Restricted Cash        
Cash and cash equivalents $ 41,121 $ 125,530    
Restricted Cash $ 1,562 2,350    
Restricted Cash, Statement of Financial Position [Extensible Enumeration] Total cash, cash equivalents and restricted cash      
Total cash, cash equivalents and restricted cash $ 42,683 127,880 $ 6,632 $ 40,751
FSP Monument Circle LLC        
Cash, Cash Equivalents and Restricted Cash        
Total cash, cash equivalents and restricted cash $ 1,314 $ 2,167    
v3.25.0.1
Significant Accounting Policies - Rent Receivables (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Tenant Rent Receivables and Straight-line Rent Receivable      
Period within which tenant rent receivables are expected to be collected 1 year    
Straight-line rent receivable $ 37.7 $ 40.4 $ 52.7
v3.25.0.1
Significant Accounting Policies - Concentration of Credit Risks (Details)
12 Months Ended
Dec. 31, 2024
USD ($)
item
Concentration of Credit Risks  
Number of banks in which the entity maintains cash balances | item 2
Cash balances with financial institutions | Credit concentration risk | Minimum  
Concentration of Credit Risks  
Insurance limit provided by Federal Deposit Insurance Corporation | $ $ 250,000
Annualized rental revenues | Single tenant rental revenues | Major tenants  
Concentration of Credit Risks  
Percentage of annualized rental revenues required for qualification as major tenant 10.00%
v3.25.0.1
Significant Accounting Policies - Deferred Leasing Commissions and Revenue Recognition (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
item
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Deferred Leasing Commissions      
Amortization expense of deferred leasing commissions $ 4,500 $ 5,900 $ 7,100
Estimated annual amortization of deferred leasing commissions for the succeeding five years      
2025 4,374    
2026 3,706    
2027 3,244    
2028 2,797    
2029 2,324    
2029 and thereafter 6,496    
Summary of rental revenue      
Income from leases 86,563 103,716 107,990
Reimbursable expenses 35,469 42,311 49,736
Straight line rent adjustments (1,970) (626) 5,895
Amortization of favorable and unfavorable leases 18 45 118
Total $ 120,080 $ 145,446 $ 163,739
Segment Reporting      
Number of reporting segments | item 1    
Net Income Per Share      
Potential dilutive shares outstanding | shares 0 0 0
Denominator used for calculating basic net income per share (in shares) | shares 103,510,000 103,357,000 103,338,000
Denominator used for calculating diluted net income per share (in shares) | shares 103,510,000 103,357,000 103,338,000
Derivative instruments      
Fair value hedges outstanding $ 0    
v3.25.0.1
Related Party Transactions and Investments in Non-Consolidated Entities - Investment in Sponsored REITs (Details) - entity
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Related Party Transactions and Investments in Non-Consolidated Entities      
Number of REITs in which the entity holds non-controlling common stock interest 1 1 1
v3.25.0.1
Related Party Transactions and Investments in Non-Consolidated Entities - Management fees and interest income from loans (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Sponsored REITs      
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    
Type of revenue Asset management fees Asset management fees Asset management fees
Asset management fees      
Sponsored REITs      
Revenue $ 0 $ 0 $ 28,000
v3.25.0.1
Related Party Transactions and Investments in Non-Consolidated Entities - Sponsored REIT Loans outstanding (Details)
$ in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
item
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Oct. 29, 2021
USD ($)
Oct. 28, 2021
USD ($)
Sponsored REITs          
Related party mortgage loan receivable       $ 24.0 $ 21.0
Number of additional commitments to lend | item 0        
Sponsored REITs          
Sponsored REITs          
Interest income and fees from the Sponsored REIT Loans $ 0.0 $ 0.0 $ 1.8    
FSP Monument Circle LLC          
Sponsored REITs          
Additional loan amount       $ 3.0  
v3.25.0.1
Related Party Transactions and Investments in Non-Consolidated Entities - Allowance for credit losses (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]    
Beginning allowance for credit losses $ (4,237)  
Additional increases to the allowance for credit losses   $ (4,237)
Reductions to the allowance for credit losses 4,237  
Ending allowance for credit losses (4,237) (4,237)
Additional increases or decreases to the allowance for credit losses $ 4,200 $ 4,200
v3.25.0.1
Bank Note Payable, Term Note Payable and Private Placements (Details) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended 12 Months Ended
Mar. 31, 2025
Oct. 25, 2024
Jul. 10, 2024
Feb. 21, 2024
Jan. 31, 2024
Feb. 10, 2023
Feb. 28, 2025
Jan. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Feb. 20, 2019
Bank Note Payable, Term Loans Payable and Senior Notes                      
Principal amount of loan $ 200.0                    
Base Rate                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       6.00%              
BofA Revolver | Three month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       0.26161%              
BofA Revolver | Six month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       0.42826%              
BofA Revolver | One month LIBOR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       0.11448%              
BMO Term loan                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Principal amount of loan                 $ 71.1    
Interest rate during period (as a percent)                 8.00%    
Weighted average interest rate (as a percent)                 8.34% 8.11%  
Effective interest rate (as a percent)                   8.47%  
Portion to be retained       10.00%              
Mandatory prepayments of term loan       25.55556%              
Threshold period to provide guarantee       90 days              
Threshold period to pledge equity interests       90 days              
Repayment of loan   $ 7.8 $ 7.2 $ 29.0              
BMO Term loan | Minimum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Fixed charge coverage ratio       1.25 1.5            
Unsecured interest charge coverage ratio       1.25 1.75            
BMO Term loan | Maximum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Restricted maximum quarterly common stock dividend per share           $ 0.01          
BMO Term loan | BMO Interest Rate Swap                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Received an aggregate amount           $ 4.3          
Interest receivable portion of proceeds from termination of interest rate swap           $ 0.1          
BMO Term loan | SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       3.00% 3.00%   3.00%        
Percentage points of floor rate       5.00%              
BMO Term loan | SOFR | Maximum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent) 4.00%                    
BMO Term loan | SOFR | If aggregate principal amount exceeds $200 million                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Increase in basis spread 1.00%                    
BMO Term loan | One Month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       0.11448%              
Term of SOFR       1 month              
BMO Term loan | Three month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       0.26161%              
Term of SOFR       3 months              
BMO Term loan | Six month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       0.42826%              
Term of SOFR       6 months              
BMO Term loan | LIBOR | Hedged portion                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Fixed rate (as a percent)                     2.39%
BMO Term loan | Base Rate                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent) 3.00%       2.00%   2.00%        
Percentage points of floor rate       6.00%              
BMO Term loan | Base Rate | Minimum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       2.00%              
BMO Term loan | BofA Revolver | Base Rate                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       2.00%              
BMO Term Loan, the BofA Term Loan and the Senior Notes                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Principal amount of loan $ 200.0                    
BMO Term Loan, the BofA Term Loan and the Senior Notes | SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)             3.00%        
Increase in basis spread 1.00%                    
BMO Term Loan, the BofA Term Loan and the Senior Notes | SOFR | Maximum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent) 4.00%                    
BMO Term Loan, the BofA Term Loan and the Senior Notes | Base Rate                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent) 3.00%           2.00%        
BMO Term Loan, the BofA Term Loan and the Senior Notes | Base Rate | Minimum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent) 3.00%                    
BofA Term Loan                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Principal amount of loan                 $ 55.6    
Basis spread on variable rate (as a percent)       300.00%     300.00%        
Percentage points of floor rate 100.00%                    
Restricted maximum quarterly common stock dividend per share       $ 0.01              
Weighted average interest rate (as a percent)                 8.34% 8.05%  
Effective interest rate (as a percent)                 8.00% 8.47%  
Portion to be retained       10.00%              
Mandatory prepayments of term loan       20.00%              
Threshold period to provide guarantee       90 days              
Threshold period to pledge equity interests       90 days              
Repayment of loan   6.1 5.6 $ 22.7              
BofA Term Loan | Minimum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Fixed charge coverage ratio       1.25       1.5      
Unsecured interest charge coverage ratio       1.25       1.75      
BofA Term Loan | Maximum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent) 400.00%                    
BofA Term Loan | SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       3.00%       3.00% 3.00%    
Percentage points of floor rate       5.00%              
BofA Term Loan | SOFR | Minimum                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)                 2.00%    
BofA Term Loan | One Month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       0.11448%              
Term of SOFR       1 month              
BofA Term Loan | Three month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Term of SOFR       3 months              
BofA Term Loan | Six month SOFR                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Term of SOFR       6 months              
BofA Term Loan | Base Rate                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Basis spread on variable rate (as a percent)       2.00%              
Percentage points of floor rate       6.00%              
Senior notes                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Principal amount of loan                 $ 123.6    
Restricted maximum quarterly common stock dividend per share       $ 0.01              
Interest rate (as a percent) 9.00%           8.00%        
Increase in basis spread 1.00%                    
Portion to be retained       10.00%              
Mandatory prepayments of term loan       44.44444%              
Threshold period to provide guarantee       90 days              
Threshold period to pledge equity interests       90 days              
Series A Notes                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Principal amount of loan                 71.7    
Borrowings                 $ 71.7    
Interest rate (as a percent)       8.00% 4.49%     4.49% 8.00% 4.49%  
Repayment of loan   7.8 7.2 $ 29.2              
Series B Notes                      
Bank Note Payable, Term Loans Payable and Senior Notes                      
Principal amount of loan                 $ 51.9    
Borrowings                 $ 51.9    
Interest rate (as a percent)       8.00% 4.76%     4.76% 8.00% 4.76%  
Repayment of loan   $ 5.7 $ 5.3 $ 21.2              
v3.25.0.1
Financial Instruments: Derivatives and Hedging (Details)
$ in Millions
Feb. 10, 2023
USD ($)
Dec. 31, 2024
item
Dec. 31, 2023
item
Interest Rate Swap      
Financial Instruments: Derivatives and Hedging      
Number of derivative instruments | item   0 0
BMO Interest Rate Swap | BMO Term loan      
Financial Instruments: Derivatives and Hedging      
Received an aggregate amount $ 4.3    
Interest receivable portion of proceeds from termination of interest rate swap $ 0.1    
v3.25.0.1
Financial Instruments: Derivatives and Hedging - Interest Rate Swaps (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Financial Instruments: Derivatives and Hedging      
Interest expense $ 26,424 $ 24,318 $ 22,808
Amounts of gain recognized in OCI      
Financial Instruments: Derivatives and Hedging      
Interest expense     8,451
Amounts of previously recorded gain (loss) reclassified from OCI into Interest Expense      
Financial Instruments: Derivatives and Hedging      
Interest expense     (1,146)
Interest Rate Swap      
Financial Instruments: Derivatives and Hedging      
Interest expense 26,424 24,318 $ 22,808
Interest Rate Swap | Amounts of gain recognized in OCI      
Financial Instruments: Derivatives and Hedging      
Interest expense   177  
Interest Rate Swap | Amounts of previously recorded gain (loss) reclassified from OCI into Interest Expense      
Financial Instruments: Derivatives and Hedging      
Interest expense $ 355 $ 4,180  
v3.25.0.1
Stockholders' Equity (Details) - 2002 Stock Incentive Plan
12 Months Ended
Dec. 31, 2024
USD ($)
item
shares
Dec. 31, 2023
USD ($)
shares
Dec. 31, 2022
USD ($)
shares
Equity-Based Compensation      
Maximum number of shares provided for grant under equity-based incentive compensation plan 2,000,000    
Number of vesting requirements | item 0    
Shares Available for Grant, Beginning 1,502,248 1,696,687 1,780,820
Shares Available for Grant, Shares granted (136,362) (194,439) (84,133)
Shares Available for Grant, Ending 1,365,886 1,502,248 1,696,687
Compensation Cost, Beginning | $ $ 1,721,241 $ 1,406,250 $ 1,012,500
Compensation cost, Shares granted | $ 269,997 314,991 393,750
Compensation Cost, Ending | $ $ 1,991,238 $ 1,721,241 $ 1,406,250
v3.25.0.1
Stockholders' Equity - Repurchase of Common Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2022
Jun. 23, 2021
Stockholders' Equity      
Shares authorized to be repurchased     $ 50,000
Average cost per share of repurchased shares (in dollars per share) $ 5.72    
Total number of shares repurchased, beginning (in shares) 4,413,741 4,413,741  
Shares repurchased (in shares) 846,739 846,739  
Total number of shares repurchased, ending (in shares)   5,260,480  
Amount of stock repurchased, beginning $ 37,019 $ 37,019  
Repurchase of shares $ 4,800 4,843  
Amount of stock repurchased, ending   $ 41,862  
v3.25.0.1
Federal Income Tax Reporting (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2017
Federal Income Tax Reporting        
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) 20.00%     25.00%
Maximum ownership of securities in all TRS when considered together with other non-real estate assets (as a percent) 25.00%      
Gross amount of NOL of TRS $ 4,900 $ 4,900    
Period of statute of limitations applicable to the entity's income tax returns 3 years      
Net operating losses        
NOLs expiration period 20 years      
NOLs expired in the period $ 400 700    
Gross amount of NOLs available to company 95,800 32,100    
Income Tax Expense        
Revised Texas Franchise Tax 216 279 $ 239  
Other Taxes     (35)  
Tax expense 216 279 $ 204  
Deferred income taxes 0      
Real estate assets net tax basis more (less) than book basis $ 145,600 $ 144,400    
v3.25.0.1
Federal Income Tax Reporting - Tax Components of Distributions (Details) - $ / shares
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Tax components of the Company's common distributions paid per share      
Capital gain (in dollars per share)     $ 0.14
Return of capital (in dollars per share) $ 0.04 $ 0.04 0.06
Total (in dollars per share) $ 0.04 $ 0.04 $ 0.2
Capital gain (as a percent)     70.00%
Return of capital (as a percent) 100.00% 100.00% 30.00%
Total (as a percent) 100.00% 100.00% 100.00%
v3.25.0.1
Leases - Lease Costs and Maturity Analysis for Liabilities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases      
Right-of-use asset $ 700 $ 300  
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Prepaid Expense and Other Assets Prepaid Expense and Other Assets  
Lease Costs      
Operating lease cost $ 411 $ 419 $ 419
Lease cost 411 419 419
Cash paid for amounts included in the measurement of lease liabilities $ 412 $ 447 $ 438
Weighted average remaining lease terms in years - operating leases 1 year 9 months 9 months 1 year 9 months
Weighted average discount rate - operating leases 8.44% 3.86% 3.86%
Maturity analysis for liabilities      
Discount rate at commencement 8.44%    
2025 $ 436    
2026 327    
Total undiscounted cash flows 763    
Present value lease liability 707 $ 334  
Difference between undiscounted cash flows and discounted cash flows $ 56    
v3.25.0.1
Leases - Income Relating to Lease Payments (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income relating to lease payments:      
Income from leases $ 122,032 $ 146,027 $ 157,719
Undiscounted Cash Flows      
2025 69,392    
2026 64,321    
2027 54,286    
2028 48,479    
2029 40,699    
2030 and thereafter 113,033    
Income relating to lease payments 390,210    
Variable lease payments $ 35,413 $ 42,311 $ 49,730
v3.25.0.1
Retirement Plan (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Retirement Plan      
Maximum employee compensation to be deferred per year $ 17,000    
Maximum employer matching contribution as a percentage of annual compensation 3.00%    
Maximum employee salary that the employer will match $ 200,000    
Company's total contribution under 401 (k) plan $ 100,000 $ 100,000 $ 100,000
v3.25.0.1
Dispositions of Property (Details)
3 Months Ended 9 Months Ended 12 Months Ended
Oct. 23, 2024
USD ($)
Jan. 26, 2024
USD ($)
Dec. 06, 2023
USD ($)
Oct. 26, 2023
USD ($)
Aug. 09, 2023
USD ($)
property
Mar. 10, 2023
USD ($)
property
Dec. 28, 2022
USD ($)
Aug. 31, 2022
USD ($)
property
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
ft²
Sep. 30, 2023
USD ($)
ft²
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Oct. 29, 2021
USD ($)
Dispositions of Property                                    
Asset held for sale                       $ 73,318,000       $ 73,318,000    
Real estate assets                       890,824,000     $ 834,908,000 890,824,000    
Straight-line rent receivable                       40,397,000     37,727,000 40,397,000    
Deferred leasing commissions, net of accumulated amortization of $14,195 and $16,008, respectively                       23,664,000     22,941,000 23,664,000    
Operating results for discontinued operations:                                    
Rental revenue                             7,319,000 29,837,000 $ 45,762,000  
Rental operating expenses                             (2,988,000) (9,773,000) (14,684,000)  
Real estate taxes and insurance                             (324,000) (4,316,000) (10,449,000)  
Depreciation and amortization                             (832,000) (8,599,000) (16,114,000)  
Income from dispositions and assets held for sale                             $ 3,175,000 7,149,000 $ 4,515,000  
FSP Monument Circle LLC                                    
Dispositions of Property                                    
Additional loan amount                                   $ 3,000,000
Disposal group disposed of by sale | FSP Monument Circle LLC                                    
Dispositions of Property                                    
Additional cost on sale of properties                     $ 5,000              
Disposal group disposed of by sale | Office properties in Broomfield, Colorado                                    
Dispositions of Property                                    
Number of properties sold | property               2                    
Sale price               $ 102,500,000                    
Gain (loss) on sale of property               $ 24,100,000                    
Disposal group disposed of by sale | Office Property in Evanston, Illinois                                    
Dispositions of Property                                    
Sale price             $ 27,800,000                      
Gain (loss) on sale of property             $ 3,900,000                      
Disposal group disposed of by sale | Office Property in Elk Grove Village, Illinois                                    
Dispositions of Property                                    
Number of properties sold | property           1                        
Sale price           $ 29,100,000                        
Gain (loss) on sale of property           $ 8,400,000                        
Disposal group disposed of by sale | Office property in Charlotte, North Carolina                                    
Dispositions of Property                                    
Number of properties sold | property         1                          
Sale price         $ 9,200,000                          
Gain (loss) on sale of property         $ (800,000)                          
Disposal group disposed of by sale | Property in Addison, Texas                                    
Dispositions of Property                                    
Gain (loss) on sale of property                         $ 53,000          
Area of property (in square feet) | ft²                         7,826 7,826        
Disposal group disposed of by sale | Property in Miami, Florida                                    
Dispositions of Property                                    
Sale price     $ 68,000,000                              
Gain (loss) on sale of property     $ (18,900,000)                              
Disposal group disposed of by sale | Property in Atlanta, Georgia                                    
Dispositions of Property                                    
Sale price                 $ 34,000,000                  
Gain (loss) on sale of property                 27,200,000                  
Increase in expected loss $ 400,000               6,600,000                  
Asset held for sale                       39,000,000 $ 40,000,000 $ 40,000,000   39,000,000    
Real estate assets                       52,200,000       52,200,000    
Straight-line rent receivable                       4,400,000       4,400,000    
Deferred leasing commissions, net of accumulated amortization of $14,195 and $16,008, respectively                       2,900,000       2,900,000    
Impairment charge                           20,500,000        
Disposal group disposed of by sale | Properties in Miami, Florida and Atlanta, Georgia                                    
Dispositions of Property                                    
Asset held for sale                         96,400,000 96,400,000        
Impairment charge                         39,700,000          
Disposal group disposed of by sale | Property in Plano, Texas                                    
Dispositions of Property                                    
Sale price       $ 48,000,000                 48,000,000          
Gain (loss) on sale of property       $ 10,600,000                 10,600,000          
Asset held for sale                         36,200,000 $ 36,200,000        
Disposal group disposed of by sale | Properties In Richardson, Texas                                    
Dispositions of Property                                    
Sale price   $ 35,000,000                     $ 35,000,000          
Impairment                               2,100,000    
Asset held for sale                       34,400,000       34,400,000    
Real estate assets                       31,100,000       31,100,000    
Straight-line rent receivable                       3,400,000       3,400,000    
Deferred leasing commissions, net of accumulated amortization of $14,195 and $16,008, respectively                       2,000,000       $ 2,000,000    
Impairment charge                       $ 2,100,000            
Disposal group disposed of by sale | Property in Glen Allen, Virginia                                    
Dispositions of Property                                    
Sale price                   $ 31,000,000                
Additional cost on sale of properties                 $ 700,000                  
Impairment charge                   $ 13,200,000                
v3.25.0.1
Segment Information - Segment Net Operating Income (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
segment
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Number of operating segments | segment 1    
Total consolidated revenues $ 120,112 $ 145,707 $ 165,615
Real estate operating expenses 45,043 50,732 52,820
Real estate taxes and insurance 22,716 27,200 34,620
Real Estate Operations      
Total consolidated revenues 120,112 145,707 165,615
Amortization of above/below market leases (17) (44) (118)
Real estate operating expenses 45,043 50,732 52,820
Real estate taxes and insurance 22,716 27,200 34,620
Segment NOI $ 52,336 $ 67,731 $ 78,057
v3.25.0.1
Segment Information - Reconciliation to Net Income (Loss) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Net income (loss) $ (52,723) $ (48,110) $ 1,094
Loss on extinguishment of debt 1,042 106 78
Gain on consolidation of Sponsored REIT   (394)  
Impairment and loan loss reserve     4,237
(Gain) loss on sale of properties and impairment of assets held for sale, net 20,826 23,384 (27,939)
Depreciation and amortization 47,742 57,240 65,697
General and administrative 13,884 14,021 13,885
Interest expense 26,424 24,318 22,808
Interest income (2,090) (567)  
Tax expense 216 279 204
Real Estate Operations      
Net income (loss) (52,723) (48,110) 1,094
Loss on extinguishment of debt 1,042 106 78
Gain on consolidation of Sponsored REIT   (394)  
Impairment and loan loss reserve     4,237
(Gain) loss on sale of properties and impairment of assets held for sale, net 20,826 23,384 (27,939)
Depreciation and amortization 44,774 54,738 63,808
Amortization of above/below market leases (17) (44) (118)
General and administrative 13,884 14,021 13,885
Interest expense 26,424 24,318 22,808
Interest income (2,090) (567)  
Tax expense 216 279 204
Segment NOI $ 52,336 $ 67,731 $ 78,057
v3.25.0.1
Subsequent Events (Details) - O 2025 Q1 Dividends - Subsequent event
Jan. 10, 2025
$ / shares
Subsequent Events  
Dividends, declared date Jan. 10, 2025
Cash dividend declared per share (in dollars per share) $ 0.01
Dividends, payable date Feb. 13, 2025
Dividends, record date Jan. 24, 2025
v3.25.0.1
Schedule II Valuation and qualifying accounts (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Allowance for doubtful accounts - Tenant rent receivables      
Movement in valuation and qualifying accounts      
Balance at beginning of year $ 8 $ 17 $ 533
Additions (Decreases) charged to costs and expenses $ (8) (9) (38)
Deductions     (478)
Balance at end of year   8 17
Allowance for doubtful accounts - Allowance for credit losses      
Movement in valuation and qualifying accounts      
Balance at beginning of year   4,237  
Additions (Decreases) charged to costs and expenses   $ (4,237) 4,237
Balance at end of year     $ 4,237
v3.25.0.1
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Encumbrances $ 0      
Accumulated Depreciation 377,708,000 $ 366,349,000 $ 423,417,000 $ 424,487,000
Aggregate cost for Federal Income Tax purposes 1,360,898      
Real Estate Excluding Assets Held For Sale        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land 105,889,000      
Initial cost of Buildings Improvements and Equipment 825,223,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 281,504,000      
Historical Cost of Land 105,298,000      
Historical Cost of Buildings Improvements and Equipment 1,107,318,000      
Total 1,212,616,000      
Accumulated Depreciation 377,708,000      
Total Costs, Net of Accumulated Depreciation 834,908,000      
Park Ten, Houston, TX        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land 1,061,000      
Initial cost of Buildings Improvements and Equipment 21,303,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 8,150,000      
Historical Cost of Land 565,000      
Historical Cost of Buildings Improvements and Equipment 29,949,000      
Total 30,514,000      
Accumulated Depreciation 15,549,000      
Total Costs, Net of Accumulated Depreciation $ 14,965,000      
Park Ten, Houston, TX | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Park Ten, Houston, TX | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Addison, Addison, TX        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 4,325,000      
Initial cost of Buildings Improvements and Equipment 48,040,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 14,489,000      
Historical Cost of Land 4,325,000      
Historical Cost of Buildings Improvements and Equipment 62,529,000      
Total 66,854,000      
Accumulated Depreciation 32,544,000      
Total Costs, Net of Accumulated Depreciation $ 34,310,000      
Addison, Addison, TX | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Addison, Addison, TX | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Greenwood, Englewood, CO        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 3,100,000      
Initial cost of Buildings Improvements and Equipment 30,201,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 13,165,000      
Historical Cost of Land 3,100,000      
Historical Cost of Buildings Improvements and Equipment 43,366,000      
Total 46,466,000      
Accumulated Depreciation 21,140,000      
Total Costs, Net of Accumulated Depreciation $ 25,326,000      
Greenwood, Englewood, CO | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Greenwood, Englewood, CO | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Eldridge Green, Houston, TX        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 3,900,000      
Initial cost of Buildings Improvements and Equipment 43,791,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 12,423,000      
Historical Cost of Land 3,900,000      
Historical Cost of Buildings Improvements and Equipment 56,214,000      
Total 60,114,000      
Accumulated Depreciation 25,615,000      
Total Costs, Net of Accumulated Depreciation $ 34,499,000      
Eldridge Green, Houston, TX | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Eldridge Green, Houston, TX | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Liberty Plaza, Addison, TX        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 4,374,000      
Initial cost of Buildings Improvements and Equipment 21,146,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 12,958,000      
Historical Cost of Land 4,279,000      
Historical Cost of Buildings Improvements and Equipment 34,199,000      
Total 38,478,000      
Accumulated Depreciation 16,245,000      
Total Costs, Net of Accumulated Depreciation $ 22,233,000      
Liberty Plaza, Addison, TX | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Liberty Plaza, Addison, TX | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Park Ten II, Houston, TX        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 1,300,000      
Initial cost of Buildings Improvements and Equipment 31,712,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 7,261,000      
Historical Cost of Land 1,300,000      
Historical Cost of Buildings Improvements and Equipment 38,973,000      
Total 40,273,000      
Accumulated Depreciation 18,421,000      
Total Costs, Net of Accumulated Depreciation $ 21,852,000      
Park Ten II, Houston, TX | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Park Ten II, Houston, TX | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
121 South Eight Street, Minneapolis, MN        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 4,444,000      
Initial cost of Buildings Improvements and Equipment 15,214,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 29,762,000      
Historical Cost of Land 4,444,000      
Historical Cost of Buildings Improvements and Equipment 44,976,000      
Total 49,420,000      
Accumulated Depreciation 17,736,000      
Total Costs, Net of Accumulated Depreciation $ 31,684,000      
121 South Eight Street, Minneapolis, MN | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
121 South Eight Street, Minneapolis, MN | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
801 Marquette Avenue South, Minneapolis, MN        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 4,184,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 28,318,000      
Historical Cost of Land 4,184,000      
Historical Cost of Buildings Improvements and Equipment 28,318,000      
Total 32,502,000      
Accumulated Depreciation 8,087,000      
Total Costs, Net of Accumulated Depreciation $ 24,415,000      
801 Marquette Avenue South, Minneapolis, MN | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
801 Marquette Avenue South, Minneapolis, MN | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Legacy Tennyson Center, Plano, TX        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 3,067,000      
Initial cost of Buildings Improvements and Equipment 22,064,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 7,115,000      
Historical Cost of Land 3,067,000      
Historical Cost of Buildings Improvements and Equipment 29,179,000      
Total 32,246,000      
Accumulated Depreciation 10,138,000      
Total Costs, Net of Accumulated Depreciation $ 22,108,000      
Legacy Tennyson Center, Plano, TX | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Legacy Tennyson Center, Plano, TX | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Westchase I & II, Houston, TX        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 8,491,000      
Initial cost of Buildings Improvements and Equipment 121,508,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 26,557,000      
Historical Cost of Land 8,491,000      
Historical Cost of Buildings Improvements and Equipment 148,065,000      
Total 156,556,000      
Accumulated Depreciation 46,948,000      
Total Costs, Net of Accumulated Depreciation $ 109,608,000      
Westchase I & II, Houston, TX | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Westchase I & II, Houston, TX | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
1999 Broadway, Denver, CO        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 16,334,000      
Initial cost of Buildings Improvements and Equipment 137,726,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 44,326,000      
Historical Cost of Land 16,334,000      
Historical Cost of Buildings Improvements and Equipment 182,052,000      
Total 198,386,000      
Accumulated Depreciation 58,083,000      
Total Costs, Net of Accumulated Depreciation $ 140,303,000      
1999 Broadway, Denver, CO | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
1999 Broadway, Denver, CO | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
1001 17th Street, Denver, CO        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 17,413,000      
Initial cost of Buildings Improvements and Equipment 165,058,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 42,904,000      
Historical Cost of Land 17,413,000      
Historical Cost of Buildings Improvements and Equipment 207,962,000      
Total 225,375,000      
Accumulated Depreciation 60,394,000      
Total Costs, Net of Accumulated Depreciation $ 164,981,000      
1001 17th Street, Denver, CO | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
1001 17th Street, Denver, CO | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Plaza Seven, Minneapolis, MN        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 6,604,000      
Initial cost of Buildings Improvements and Equipment 54,240,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 15,228,000      
Historical Cost of Land 6,604,000      
Historical Cost of Buildings Improvements and Equipment 69,468,000      
Total 76,072,000      
Accumulated Depreciation 18,814,000      
Total Costs, Net of Accumulated Depreciation $ 57,258,000      
Plaza Seven, Minneapolis, MN | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Plaza Seven, Minneapolis, MN | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
600 17th Street, Denver, Co        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 20,876,000      
Initial cost of Buildings Improvements and Equipment 99,941,000      
Costs Capitalized (Disposals) Subsequent to Acquisition 18,848,000      
Historical Cost of Land 20,876,000      
Historical Cost of Buildings Improvements and Equipment 118,789,000      
Total 139,665,000      
Accumulated Depreciation 27,312,000      
Total Costs, Net of Accumulated Depreciation $ 112,353,000      
600 17th Street, Denver, Co | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
600 17th Street, Denver, Co | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
Monument Circle, Indianapolis, IN        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Initial cost of Land $ 6,416,000      
Initial cost of Buildings Improvements and Equipment 13,279,000      
Historical Cost of Land 6,416,000      
Historical Cost of Buildings Improvements and Equipment 13,279,000      
Total 19,695,000      
Accumulated Depreciation 682,000      
Total Costs, Net of Accumulated Depreciation $ 19,013,000      
Monument Circle, Indianapolis, IN | Minimum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 5 years      
Monument Circle, Indianapolis, IN | Maximum        
REAL ESTATE AND ACCUMULATED DEPRECIATION        
Depreciable Life Years 39 years      
v3.25.0.1
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION - Changes in real estate investments and accumulated depreciation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Real estate investments, at cost:      
Balance, beginning of year $ 1,257,173 $ 1,526,665 $ 1,615,457
Acquisitions   19,695  
Improvements 20,535 29,194 60,132
Assets held for sale   (118,644)  
Dispositions (65,092) (199,737) (148,924)
Balance, end of year -Real Estate 1,212,616 1,257,173 1,526,665
Accumulated depreciation:      
Balance, beginning of year 366,349 423,417 424,487
Depreciation 37,746 45,558 52,208
Assets held for sale   (35,399)  
Dispositions (26,387) (67,227) (53,278)
Balance, end of year - Accumulated Depreciation $ 377,708 $ 366,349 $ 423,417