UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10 - Q
 
 (Mark
One)
 [X]
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31, 2009.OR[  ]
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _________ to
  __________.
 
 Commission
File Number:  001-32470
 
 Franklin
Street Properties Corp.
 (Exact
name of registrant as specified in its charter)
 
 
 Maryland
                04-3578653(State
      or other jurisdiction of incorporation
                (I.R.S.
      Employer Identification No.)or
      organization)
 
 401
Edgewater Place, Suite 200
 Wakefield,
MA 01880-6210
 (Address
of principal executive offices)(Zip Code)
 
 (781)
557-1300
 (Registrant’s
telephone number, including area code)
 
 N/A
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 
 YES  [X]
                NO  [  ]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 
 YES  [  ]
                NO  [  ]
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
 
 Large
      accelerated filer [X]
                Accelerated
      filer [  ]Non-accelerated
      filer   [  ] (Do not check if a smaller reporting
      company)
                Smaller
      reporting company [  ]
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 
 YES     [  ]
                NO     [X]
 
 The
number of shares of common stock outstanding as of April 24, 2009 was
70,480,705.




Franklin
Street Properties Corp.





Form
10-Q





Quarterly
Report


March
31, 2009





Table
of Contents





Part
      I.
              Financial
      InformationPageItem
      1.
              Financial
      StatementsCondensed
      Consolidated Balance Sheets as of March 31, 2009 and December 31,
      2008
              
              3Condensed
      Consolidated Statements of Income for the three months ended March 31,
      2009 and 2008
              
              4Condensed
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2009 and 2008
              
              5Condensed
      Consolidated Statements of Other Comprehensive Income for the three months
      ended March 31, 2009 and 2008
              
              6Notes
      to Condensed Consolidated Financial Statements
              
              7-16Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and
      Results of Operations
              
              17-23Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              23Item
      4.
              Controls
      and Procedures
              
              23Part
      II.
              Other
      InformationItem
      1.
              Legal
      Proceedings
              
              24Item
      1A.
              Risk
      Factors
              
              24Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              24Item
      3.
              Defaults
      Upon Senior Securities
              
              25Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              25Item
      5.
              Other
      Information
              
              25Item
      6.
              Exhibits
              
              25Signatures
              
              26








PART
I – FINANCIAL INFORMATION


Item
      1.
            Financial
      Statements





Franklin
Street Properties Corp.


Condensed
Consolidated Balance Sheets


(Unaudited)





March
      31,
                
                
                December 31,(in
      thousands, except share and par value amounts)
                
                2009
                
                
                2008Assets:Real
      estate assets:Land
                
                $
                107,153
                
                
                $
                107,153Buildings
      and improvements
                
                
                812,470
                
                
                
                810,732Fixtures
      and equipment
                
                
                299
                
                
                
                299919,922
                
                
                
                918,184Less
      accumulated depreciation
                
                
                80,096
                
                
                
                74,126Real
      estate assets, net
                
                
                839,826
                
                
                
                844,058Acquired
      real estate leases, less accumulated amortization of $30,431 and $29,200,
      respectively
                
                
                26,042
                
                
                
                28,518Investment
      in non-consolidated REITs
                
                
                82,388
                
                
                
                83,046Assets
      held for syndication, net
                
                
                13,004
                
                
                
                13,254Cash
      and cash equivalents
                
                
                27,650
                
                
                
                29,244Restricted
      cash
                
                
                336
                
                
                
                336Tenant
      rent receivables, less allowance for doubtful accounts of $595 and $509,
      respectively
                
                
                1,084
                
                
                
                1,329Straight-line
      rent receivable, less allowance for doubtful accounts of $261 and $261,
      respectively
                
                
                9,190
                
                
                
                8,816Prepaid
      expenses
                
                
                2,253
                
                
                
                2,206Related
      party mortgage loan receivable
                
                
                4,725
                
                
                
                1,125Other
      assets
                
                
                1,162
                
                
                
                2,406Office
      computers and furniture, net of accumulated depreciation of $1,135 and
      $1,108, respectively
                
                
                355
                
                
                
                281Deferred
      leasing commissions, net of accumulated amortization of $3,898, and
      $3,416, respectively
                
                
                10,493
                
                
                
                10,814Total
      assets
                
                $
                1,018,508
                
                
                $
                1,025,433Liabilities and Stockholders’
      Equity:Liabilities:Bank note
      payable
                
                $
                72,468
                
                
                $
                67,468Term loan
      payable
                
                
                75,000
                
                
                
                75,000Accounts payable and accrued
      expenses
                
                
                17,687
                
                
                
                22,297Accrued
      compensation
                
                
                250
                
                
                
                1,654Tenant security
      deposits
                
                
                1,795
                
                
                
                1,874Other liabilities: derivative
      termination value
                
                
                3,080
                
                
                
                3,099Acquired unfavorable real estate
      leases, less accumulated amortizationof $2,027, and
      $1,779, respectively
                
                
                4,795
                
                
                
                5,044Total
      liabilities
                
                
                175,075
                
                
                
                176,436Commitments and
      contingenciesStockholders’
      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, 70,480,705 and 70,480,705 shares issued and
      outstanding, respectively
                
                
                7
                
                
                
                7Additional paid-in
      capital
                
                
                889,019
                
                
                
                889,019Accumulated other comprehensive
      loss
                
                
                (3,080
                )
                
                
                (3,099
                )Accumulated
      distributions in
      excess of accumulated earnings
                
                
                (42,513
                )
                
                
                (36,930
                )Total
      stockholders’ equity
                
                
                843,433
                
                
                
                848,997Total
      liabilities and stockholders’ equity
                
                $
                1,018,508
                
                
                $
                1,025,433The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.








3


Franklin
Street Properties Corp.


Condensed
Consolidated Statements of Income


(Unaudited)





For
      the
                    Three
      Months Ended
                    March
      31,(in
      thousands, except per share amounts)
                  
                  2009
                  
                  
                  2008Revenue:Rental
                  
                  $
                  29,818
                  
                  
                  $
                  26,656Related
      party revenue:Syndication
      fees
                  
                  
                  10
                  
                  
                  
                  205Transaction
      fees
                  
                  
                  28
                  
                  
                  
                  168Management
      fees and interest income from loans
                  
                  
                  545
                  
                  
                  
                  561Other
                  
                  
                  18
                  
                  
                  
                  20Total
      revenue
                  
                  
                  30,419
                  
                  
                  
                  27,610Expenses:Real
      estate operating expenses
                  
                  
                  7,280
                  
                  
                  
                  6,699Real
      estate taxes and insurance
                  
                  
                  4,829
                  
                  
                  
                  4,279Depreciation
      and amortization
                  
                  
                  7,914
                  
                  
                  
                  7,359Selling,
      general and administrative
                  
                  
                  2,008
                  
                  
                  
                  2,009Commissions
                  
                  
                  130
                  
                  
                  
                  158Interest
                  
                  
                  1,577
                  
                  
                  
                  1,192Total
      expenses
                  
                  
                  23,738
                  
                  
                  
                  21,696Income
      before interest income, equity in earnings of non-consolidated REITs and
      taxes
                  
                  
                  6,681
                  
                  
                  
                  5,914Interest
      income
                  
                  
                  36
                  
                  
                  
                  303Equity
      in earnings of non-consolidated REITs
                  
                  
                  792
                  
                  
                  
                  793Income
      before taxes
                  
                  
                  7,509
                  
                  
                  
                  7,010Income
      tax benefit
                  
                  
                  (299
                  )
                  
                  
                  (376
                  )Net
      income
                  
                  $
                  7,808
                  
                  
                  $
                  7,386Weighted
      average number of shares outstanding, basic and diluted
                  
                  
                  70,481
                  
                  
                  
                  70,481Net
      income per share, basic and diluted
                  
                  $
                  0.11
                  
                  
                  $
                  0.10The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.








4


Franklin
Street Properties Corp.


Condensed
Consolidated Statements of Cash Flows


(Unaudited)





For
      the
                  Three
      Months Ended
                  March
      31,(in
      thousands)
                
                2009
                
                
                2008Cash
      flows from operating activities:Net
      income
                
                $
                7,808
                
                
                $
                7,386Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization expense
                
                
                7,981
                
                
                
                7,371Amortization
      of above market lease
                
                
                793
                
                
                
                1,139Equity
      in earnings of non-consolidated REITs
                
                
                (792
                )
                
                
                (793
                )Distributions
      from non-consolidated REITs
                
                
                1,615
                
                
                
                546Increase
      in bad debt reserve
                
                
                86
                
                
                
                79Changes
      in operating assets and liabilities:Tenant
      rent receivables, net
                
                
                159
                
                
                
                (301
                )Straight-line
      rents, net
                
                
                (374
                )
                
                
                (251
                )Prepaid
      expenses and other assets, net
                
                
                (171
                )
                
                
                (376
                )Accounts
      payable, accrued expenses
                
                
                (3,154
                )
                
                
                (4,379
                )Accrued
      compensation
                
                
                (1,404
                )
                
                
                (1,148
                )Tenant
      security deposits
                
                
                (79
                )
                
                
                49Payment
      of deferred leasing commissions
                
                
                (162
                )
                
                
                (818
                )Net
      cash provided by operating activities
                
                
                12,306
                
                
                
                8,504Cash
      flows from investing activities:Purchase
      of real estate assets and office computers and furniture, capitalized
      merger costs
                
                
                (3,295
                )
                
                
                (1,777
                )Changes
      in deposits on real estate assets
                
                
                1,300
                
                
                
                -Investment
      in related party mortgage loan receivable
                
                
                (3,600
                )
                
                
                (1,000
                )Investment
      in assets held for syndication
                
                
                86
                
                
                
                1,391Net
      cash used in investing activities
                
                
                (5,509
                )
                
                
                (1,386
                )Cash
      flows from financing activities:Distributions
      to stockholders
                
                
                (13,391
                )
                
                
                (21,849
                )Borrowings
      under bank note payable
                
                
                5,000
                
                
                
                -Deferred
      financing costs
                
                
                -
                
                
                
                (30
                )Net
      cash used in financing activities
                
                
                (8,391
                )
                
                
                (21,879
                )Net
      decrease in cash and cash equivalents
                
                
                (1,594
                )
                
                
                (14,761
                )Cash
      and cash equivalents, beginning of period
                
                
                29,244
                
                
                
                46,988Cash
      and cash equivalents, end of period
                
                $
                27,650
                
                
                $
                32,227Non-cash investing and financing
      activities:Accrued
      costs for purchase of real estate assets
                
                $
                1,750
                
                
                $
                2,369The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.





5


Franklin
Street Properties Corp.


Condensed
Consolidated Statements of Comprehensive Income


(Unaudited)





For
      the
                  Three
      Months Ended
                  March
      31,(in
      thousands)
                
                2009
                
                
                2008Net
      income
                
                $
                7,808
                
                
                $
                7,386Other
      comprehensive income:Unrealized
      gain on derivative financial instruments
                
                
                19
                
                
                
                -Total
      other comprehensive income
                
                
                19
                
                
                
                -Comprehensive
      income
                
                $
                7,827
                
                
                $
                7,386The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.





6


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





1.      Organization,
Properties, Basis of Presentation and Recent Accounting
Pronouncements





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.  The Company also
has a non-controlling common stock interest in twelve corporations organized to
operate as real estate investment trusts ("REITs") and a non-controlling
preferred stock interest in two of those REITs.





The
Company operates in two business segments: real estate operations and investment
banking/investment services. FSP Investments LLC provides real estate investment
and broker/dealer services. FSP Investments LLC's services include: (i) the
organization of REIT entities (the "Sponsored REITs"), which are syndicated
through private placements; (ii) sourcing of the acquisition of real estate on
behalf of the Sponsored REITs; and (iii) the sale of preferred stock in
Sponsored REITs.  FSP Investments LLC is a registered broker/dealer
with the Securities and Exchange Commission and is a member of the Financial
Industry Regulatory Authority, or FINRA.  FSP Property Management LLC
provides asset management and property management services for the Sponsored
REITs.





The Company owns and operates a
portfolio of real estate, which consisted of 29 properties as ofMarch 31, 2009.  From time-to-time the
Company may acquire real estate or invest in real estate by purchasing shares of
preferred stock offered in syndications of Sponsored REITs.  The
Company may also pursue, on a selective basis, the sale of its properties in
order to take advantage of the value creation and demand for its properties, or
for geographic or property specific reasons.





On
May 15, 2008, the Company acquired one of its Sponsored REITs, FSP Park Ten
Development Corp. (“Park Ten Development”) by merging a wholly-owned subsidiary
of the Company with and into Park Ten Development for a total purchase price of
approximately $35.4 million.  The holders of preferred stock in Park
Ten Development received cash consideration of approximately $127,290 per
share.  The merger was accounted for as a purchase and the acquired
assets and liabilities were recorded at their fair value.





Properties





The
following table summarizes the Company’s investment in real estate assets,
excluding assets held for syndication and assets held for sale:





As ofMarch
31,2009
                
                2008Commercial real
      estate:Number of
      properties
                29
                
                26Square feet
                5,417,515
                
                4,997,128





Basis
of Presentation





The
unaudited condensed consolidated financial statements of the Company include all
the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated. These financial
statements should be read in conjunction with the Company's consolidated
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-K for its fiscal year ended December 31, 2008, as filed with the
Securities and Exchange Commission.





The
accompanying interim financial statements are unaudited; however, the financial
statements have been prepared in accordance with generally accepted accounting
principles (“GAAP”) in the United States of America for interim financial
information and in conjunction with the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the disclosures
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (consisting solely of normal recurring matters) necessary for a fair
presentation of the financial statements for these interim periods have been
included.  Operating results for the three months ended March 31, 2009
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2009 or for any other period.








7


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





1.      Organization,
Properties, Basis of Presentation and Recent Accounting Pronouncements
(continued)





Recent
Accounting Standards





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, and in
February 2008 amended SFAS No. 157 with FASB Staff Position SFAS 157-1 (“FSP FAS
157-1”), “Application of FASB Statement No. 157 to FASB Statement No. 13 and
Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under FSP FAS 157-1” and was
amended later with FASB Staff Position SFAS 157-2, “ Effective Date of FASB
Statement No. 157” (“FSP FAS 157-2”). SFAS 157 defines fair value, establishes a
framework for measuring fair value in GAAP and provides for expanded disclosure
about fair value measurements. SFAS 157 is applied prospectively, to all other
accounting pronouncements that require or permit fair value measurements. FSP
FAS 157-1 amends SFAS 157 to exclude from the scope of SFAS 157 certain leasing
transactions accounted for under Statement of Financial Accounting Standards No.
13, “Accounting for Leases” for purposes of measurements and classifications.
SFAS No. 157 and FSP FAS 157-1 are effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those
fiscal years.  The adoption of SFAS No. 157 and FSP FAS 157-1 did not
have a material impact on the Company’s financial position, operations or cash
flow.  FSP FAS 157-2 amends SFAS 157 to defer the effective date of
SFAS 157 for all non-financial assets and non-financial liabilities except those
that are recognized or disclosed at fair value in the financial statements on a
recurring basis to fiscal years beginning after November 15,
2008.  The adoption of this standard did not have a material impact on
the Company’s financial position, results of operations or cash
flows.





In
December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations”, which
establishes principles and requirements for how the acquirer shall recognize and
measure in its financial statements the identifiable assets acquired,
liabilities assumed, any noncontrolling interest in the acquiree and goodwill
acquired in a business combination. SFAS No. 141(R) is effective for business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. The
adoption of this standard did not have a material impact on the Company’s
financial position, results of operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51” (SFAS No.
160).  SFAS No. 160 amends ARB No. 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  SFAS No. 160 also amends certain of
ARB No. 51’s consolidation procedures for consistency with the requirements of
SFAS No. 141R.  SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008.  The adoption of this standard did not have a material impact on
the Company’s financial position, results of operations or cash
flows.





In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133.”
SFAS No. 161 requires entities to provide greater transparency about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under SFAS No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, results of operations, and cash
flows.  The adoption of this standard did not have a material impact
on the Company’s financial position, results of operations or cash
flows.





In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS No. 162).  SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles (GAAP) in the United States (the GAAP hierarchy).  SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board (PCAOB) amendments to AU Section 411, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting
Principles.  The Company is currently evaluating the impact of SFAS
No. 162 on the Company’s consolidated financial statements.








8


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





2.      Investment
Banking/Investment Services Activity







During
the three months ended March 31, 2009, the Company sold on a best efforts basis,
through private placements, preferred stock in the following Sponsored
REITs:





Sponsored
    REIT
                                                            Property
      Location
                                                            
                                                            Gross Proceeds(in thousands)
      (1)FSP Grand Boulevard
      Corp.
                                                            Kansas City,
    MO
                                                            
                                                            $
                                                            100FSP 385 Interlocken Development
      Corp.
                                                            Broomfield,
    CO
                                                            
                                                            
                                                            75Total
                                                            
                                                            $
                                                            175





1.
            The
      syndications of FSP Grand Boulevard Corp. (“Grand Boulevard”), which
      commenced in September 2007, and FSP 385 Interlocken Development Corp.
      (“385 Interlocken”), which commenced in June 2008, were not complete at
      March 31, 2009.








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





Investment
in Sponsored REITs:





At
March 31, 2009, the Company held an interest in twelve Sponsored
REITs.  Ten were fully syndicated and the Company no longer derives
economic benefits or risks from the common stock interest that is retained in
them.  The Company holds a non-controlling preferred stock investment
in two of these Sponsored REITs, FSP Phoenix Tower Corp. (“Phoenix Tower”) and
FSP 303 East Wacker Drive Corp. (“East Wacker”), from which it continues to
derive economic benefits and risks.  Two entities were not fully
syndicated at March 31, 2009, which are Grand Boulevard and 385
Interlocken.  Grand Boulevard has a carrying value of approximately
$13.0 million and $13.3 million on the accompanying condensed consolidated
balance sheets as of March 31, 2009 and December 31, 2008, respectively, and is
classified as an asset held for syndication.








Equity in earnings (losses)of
investment in
non-consolidated REITs:





The
following table includes equity in earnings (losses) of investments in
non-consolidated REITs:





Three Months
      EndedMarch 31,(in
    thousands)
                    
                    2009
                    
                    
                    2008Equity in earnings of Sponsored
      REITs
                    
                    $
                    74
                    
                    
                    $
                    59Equity in earnings of Park Ten
      Development
                    
                    
                    -
                    
                    
                    
                    10Equity in earnings (losses) of
      Phoenix Tower
                    
                    
                    (2
                    )
                    
                    
                    36Equity in earnings of East
      Wacker
                    
                    
                    720
                    
                    
                    
                    688$
                    792
                    
                    
                    $
                    793





Equity
in earnings of investments in Sponsored REITs is derived from the Company’s
share of income following the commencement of syndication of Sponsored
REITs.  Following the commencement of syndication the Company
exercises influence over, but does not control these entities, and investments
are accounted for using the equity method.





Equity
in earnings of Park Ten Development was derived from the Company’s preferred
stock investment in the entity.  In September 2005, the Company
acquired 8.5 preferred shares or 3.05% of the authorized preferred shares of
Park Ten Development via a non-monetary exchange of land valued at
$850,000.  The Company acquired Park Ten Development by merger on May
15, 2008, which merger was accounted for as a purchase, and the acquired assets
and liabilities were recorded at their fair value.





Equity
in earnings (losses) of Phoenix Tower is derived from the Company’s preferred
stock investment in the entity.  In September 2006, the Company
purchased 48 preferred shares or 4.6% of the outstanding preferred shares of
Phoenix Tower for $4,116,000 (which represented $4,800,000 at the offering price
net of commissions of $384,000 and fees of $300,000 that were
excluded).





9


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





3.      Related
Party Transactions and Investments in Non-consolidated Entities
(continued)





Equity
in earnings of East Wacker is derived from the Company’s preferred stock
investment in the entity.  In December 2007, the Company purchased
965.75 preferred shares or 43.7% of the outstanding preferred shares of East
Wacker for $82,813,000 (which represented $96,575,000 at the offering price net
of commissions of $7,726,000, loan fees of $5,553,000 and acquisition fees of
$483,000 that were excluded).





The
Company recorded distributions declared of $1,615,000 and $546,000 from
non-consolidated REITs during the three months ended March 31, 2009 and 2008,
respectively.





Non-consolidated
REITs:





The
Company has in the past acquired by merger entities similar to the Sponsored
REITs.  On March 19, 2008, the Company entered into an agreement and
plan of merger to acquire Park Ten Development by merger for a total purchase
price of approximately $35.4 million. Upon completion of the acquisition on May
15, 2008, the holders of preferred stock in Park Ten Development received cash
consideration of approximately $127,290 per share. The acquisition was effected
by merging a wholly-owned subsidiary of the Company with and into Park Ten
Development.  Consummation of the acquisition required the approval of
Park Ten Development's stockholders.  The Company’s business model for
growth includes the potential acquisition by merger in the future of Sponsored
REITs.  The Company has no legal or any other enforceable obligation
to acquire or to offer to acquire any Sponsored REIT.  In addition,
any offer (and the related terms and conditions) that might be made in the
future to acquire any Sponsored REIT would require the approval of the boards of
directors of the Company and the Sponsored REIT and the approval of the
shareholders of the Sponsored REIT.





The
operating data below for 2009 includes operations of the twelve Sponsored REITs
the Company held an interest in as of March 31, 2009.  The operating
data for 2008 includes operations of the twelve Sponsored REITs the Company held
an interest in as of March 31, 2008.





At
March 31, 2009, December 31, 2008 and March 31, 2008, the Company had ownership
interests in twelve Sponsored REITs.  Summarized financial information for
these Sponsored REITs is as follows:





March 31,
                  
                  
                  December 31,(in
    thousands)
                  
                  2009
                  
                  
                  2008Balance
      Sheet Data (unaudited):Real estate,
      net
                  
                  $
                  661,120
                  
                  
                  $
                  683,218Other
assets
                  
                  
                  99,963
                  
                  
                  
                  114,015Total
      liabilities
                  
                  
                  (184,258
                  )
                  
                  
                  (189,435
                  )Shareholders'
      equity
                  
                  $
                  576,825
                  
                  
                  $
                  607,798





For
      the Three Months EndedMarch
      31,(in
    thousands)
                
                2009
                
                
                2008Operating
      Data (unaudited):Rental
    revenues
                
                $
                25,571
                
                
                $
                26,654Other
    revenues
                
                
                146
                
                
                
                644Operating and
      maintenance  expenses
                
                
                (13,094
                )
                
                
                (12,805
                )Depreciation and
      amortization
                
                
                (6,096
                )
                
                
                (6,074
                )Interest
      expense
                
                
                (2,296
                )
                
                
                (2,472
                )Net income
                
                $
                4,231
                
                
                $
                5,947





10


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





3.      Related
Party Transactions and Investments in Non-consolidated Entities
(continued)





Syndication fees and Transaction
fees:





The
Company provides syndication and real estate acquisition advisory services for
Sponsored REITs.  Syndication, developmentand transaction fees from
non-consolidated entities amounted to approximately $38,000and$373,000for thethree months endedMarch 31, 2009and 2008,respectively.





Management fees and interest income from
loans:





Asset
management fees range from 1% to 5% of collected rents and the applicable
contracts are cancelable with 30 days notice.  Asset managementfee income from non-consolidated
entities amounted to approximately$233,000 and$240,000for thethree months endedMarch 31, 2009and 2008,respectively.





The
Company typically makes interim mortgage loans to Sponsored REITs that enable
Sponsored REITs to acquire their respective properties prior to the consummation
of the offerings of their equity interests.  The interim mortgage
loans are subsequently repaid out of offering proceeds.  From
time-to-time the Company also makes secured loans to Sponsored REITs for the
purpose of funding construction costs, capital expenditures, leasing costs and
for other purposes.  The Company is typically entitled to interest on
funds advanced to Sponsored REITs.





In
December 2008, the Company entered into a three-year secured promissory note for
a revolving line of credit (the “Phoenix Revolver”) for up to $15.0 million with
an entity that is wholly-owned by one of our Sponsored REITs, FSP Phoenix Tower
Corp., of which $3,600,000 has been drawn and is outstanding as of March 31,
2009.  Advances under the Phoenix Revolver bear interest at a rate
equal to the 30-day LIBOR rate plus 300 basis points and each advance thereunder
requires a 50 basis point draw fee.  In December 2008, the Company
also entered into a three-year secured promissory note for a revolving line of
credit (the “Waterford Revolver”) for up to $7.0 million with a Sponsored REIT,
FSP 505 Waterford Corp., which is available but has not been drawn on as of
March 31, 2009.  Advances under the Waterford Revolver bear interest
at a rate equal to the 30-day LIBOR rate plus 300 basis points and each advance
thereunder requires a 50 basis point draw fee.  In December 2007, the
Company entered into a three-year secured promissory note for a revolving line
of credit (the “Highland Revolver”) for up to $5.5 million with a Sponsored
REIT, FSP Highland Place I Corp., of which $1,125,000 has been drawn and is
outstanding as of March 31, 2009.  Advances under the Highland
Revolver bear interest at a rate equal to the 30-day LIBOR rate plus 200 basis
points.  In March 2009, the Company made a three-year, $42.0 million
construction loan to 385 Interlocken (the “385 Interlocken Construction
Loan”).  The Company received a $210,000 loan commitment fee at the
time of the closing of the 385 Interlocken Construction
Loan.  Advances under the 385 Interlocken Construction Loan bear
interest at a rate equal to the 30-day LIBOR rate plus 300 basis
points.  As of March 31, 2009, no advances had been made under the 385
Interlocken Construction Loan.  The Phoenix Revolver, the Waterford
Revolver, the Highland Revolver and the 385 Interlocken Construction Loan
(collectively referred to as “the Sponsored REIT Loans”) were made for the
purpose of funding construction costs, capital expenditures, leasing costs and
for other purposes and each is secured by a mortgage on the underlying
property.  The Company anticipates that any advances made under the
Sponsored REIT Loans will be repaid at their maturity or earlier from long term
financing of the underlying properties, cash flows of the underlying properties
or some other capital events.





The
Company recognized interest income and fees from the Sponsored REIT Loans
of approximately $312,000 and $321,000 for thethree months endedMarch 31, 2009and 2008,respectively.





4.      Bank
note payable and term note payable





As
of March 31, 2009, the Company has a bank note payable, which is an unsecured
revolving line of credit (the “Revolver”) for advances up to $250 million that
matures on August 11, 2011, and a term note payable, which is an unsecured term
loan (the “Term Loan”) of $75 million that matures in October 2011 with two
one-year extensions available at the Company’s election.  The Revolver
and the Term Loan are with a group of banks.





The
Revolver and Term Loan include restrictions on property liens and require
compliance with various financial covenants. Financial covenants include the
maintenance of at least $1,500,000 in operating cash accounts, a minimum
unencumbered cash and liquid investments balance and tangible net worth,
limitations on permitted secured debt and compliance with various debt and
operating income ratios, as defined in the loan agreement. The Company was in
compliance with the Revolver and Term Loan financial covenants as of March 31,
2009 and the Revolver at March 31, 2008.


11


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





4.      Bank
note payable and term note payable (continued)





Revolver





The
Company’s Revolver is an unsecured revolving line of credit with a group of
banks that provides for borrowings at our election of up to
$250,000,000.  The Revolver matures on August 11,
2011.  Borrowings under the Revolver bear interest at either the
bank's prime rate (3.25% at March 31, 2009) or a rate equal to LIBOR plus 100
basis points (1.52% at March 31, 2009).  There were borrowings of
$72,468,000 and $67,468,000 at the LIBOR plus 100 basis point rate at a weighted
average rate of 1.53% and 2.39% outstanding under the Revolver at March 31, 2009
and December 31, 2008, respectively.  The weighted average interest
rate on amounts outstanding during the three months ended March 31, 2009 and
2008 was approximately 1.53% and 4.77%, respectively; and for the year ended
December 31, 2008 was approximately 3.61%.





The
Company has drawn on the Revolver and intends to draw on the Revolver in the
future for a variety of corporate purposes, including the funding of interim
mortgage loans to Sponsored REITs and the acquisition of properties that it
acquires directly for its portfolio.  The Company typically requires
mortgage loans to Sponsored REITs to be secured by a first mortgage against the
real property owned by the Sponsored REIT.  The Company makes these
loans to enable a Sponsored REIT to acquire real property prior to the
consummation of the offering of its equity interests, and the loan is repaid out
of the offering proceeds.  The Company also may make secured loans to
Sponsored REITs for the purpose of funding construction costs, capital
expenditures, leasing costs or for other purposes that the Company anticipates
would be repaid at their maturity or earlier from long term financings of the
underlying properties, cash flows of the underlying properties or some other
capital events.





Term
Loan





The
Company also has a $75 million unsecured Term Loan with three
banks.  Proceeds from the Term Loan were used to reduce the
outstanding principal balance on the Revolver.  The Term Loan has an
initial three-year term that matures on October 15, 2011.  In
addition, the Company has the right to extend the Term Loan’s initial maturity
date for up to two successive one-year periods, or until October 15, 2013 if
both extensions are exercised.  The Term Loan has an interest rate
option equal to LIBOR (subject to a 2% floor) plus 200 basis points and a
requirement that the Company fix the interest rate for the initial three-year
term of the Term Loan pursuant to an interest rate swap agreement which the
Company did at an interest rate of 5.84% per annum.





5.      Net
Income Per Share





Basic
net income per share is computed by dividing net income by the weighted average
number of Company 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 March
31, 2009 and 2008.





6.      Financial
Instruments: Derivatives and Hedging





OnOctober 15, 2008, the Company fixed the interest rate
for the initial three-year term of the Term Loan at 5.84% per annum pursuant to
an interest rate swap agreement.The variable rate that was fixed under
the interest rate swap agreement is described in Note 4.





In accordance with SFAS No.
133the interest swap
agreement qualifies as a cash flow hedge and has beenrecognized on the consolidatedbalance sheet at fair
value.  If a derivativequalifies asa hedgeunder SFAS 133, 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 immediately recognized in
earnings.Application ofSFAS No. 133 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.





12


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





6.      Financial
Instruments: Derivatives and Hedging (continued)





The following table summarizes the
notional and fair value of our derivative financial instrument atMarch31, 2009.  The notional value is an
indication of the extent of our involvement in these instruments at that time,
but does not represent exposure to credit, interest rate or market risks
(dollarsin thousands).





Notional
                      Value
                    
                    Strike
                      Rate
                    
                    Effective
                      Date
                    
                    Expiration
                      Date
                    
                    Fair
                      ValueInterest
      Rate Swap
                    
                    $   75,000
                    
                    5.840%
                    
                    10/2008
                    
                    10/2011
                    
                    $    (3,080)





OnMarch31, 2009, the derivative instrument was reported
as an obligation at its fair value ofapproximately $3.1
million.  This is included in other liabilities: derivative
termination value on the consolidated balance sheet atMarch 31, 2009.  Offsetting adjustments are
represented as deferred gains or losses in accumulated other comprehensive
income of $3.1 million.Over time, the unrealized gains and
losses held in accumulated other comprehensive income will be reclassified into
earnings as a reduction to interest expense in the same periods in which the
hedged interest payments affect earnings.  We estimate that
approximately $1.2million of the current balance held in
accumulated other comprehensive income will be reclassified into earnings within
the next 12 months.We are hedging exposure to variability
in future cash flows for forecasted transactions in addition to anticipated
future interest payments on existing debt.





Fair Value
Measurements





The Financial Accounting Standards Board
(“FASB”) issued SFAS No. 157, “Fair Value Measurements”, which defines fair
value 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. SFAS 157 also establishes a 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, foreign exchange 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. SFAS 157 was applied to the
Company’s outstanding derivative, and Level 2 inputs were used to value the
interest rate swap.





7.      Business
Segments





The
Company operates in two business segments: real estate operations (including
real estate leasing, making interim acquisition loans and other financing and
asset/property management) including discontinued operations and investment
banking/investment services (including real estate acquisition, development and
broker/dealer services).  The Company has identified these segments
because this information is the basis upon which management makes decisions
regarding resource allocation and performance assessment.  The
accounting policies of the reportable segments are the same as those described
in the “Significant Accounting Policies” in Note 2 to the Company’s consolidated
financial statements included in its Annual Report on Form 10-K for the year
ended December 31, 2008.   The Company’s operations are located
in the United States of America.





The
Company evaluates the performance of its reportable segments based on Funds From
Operations (“FFO”) as management believes that FFO represents the most accurate
measure of the reportable segment’s activity and is the basis for distributions
paid to equity holders.  The Company defines FFO as net income
(determined in accordance with GAAP), excluding gains (or losses) from sales of
property and acquisition costs of newly acquired properties that are not
capitalized, plus depreciation and amortization, and after adjustments to
exclude non-cash income (or losses) from non-consolidated or Sponsored REITs,
plus distributions received from non-consolidated or Sponsored
REITs.





13


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





7.      Business
Segments (continued)





FFO
should not be considered as an alternative to net income (determined in
accordance with GAAP), as an indicator of the Company’s financial performance,
nor as an alternative to cash flows from operating activities (determined in
accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it
necessarily indicative of sufficient cash flow to fund all of the Company’s
needs.  Other real estate companies may define this term in a
different manner.  We believe that in order to facilitate a clear
understanding of the results of the Company, FFO should be examined in
connection with net income and cash flows from operating, investing and
financing activities in the consolidated financial statements.





The
calculation of FFO by business segment is shown in the following
table:





(in
      thousands)
                  
                  Real
      Estate
                    Operations
                  
                  
                  Investment
                    Banking/
                    Investment
                    Services
                  
                  
                  TotalThree
      Months Ended March 31, 2009Net
      income (loss)
                  
                  $
                  8,586
                  
                  
                  $
                  (778
                  )
                  
                  $
                  7,808Equity
      in income of non-consolidated REITs
                  
                  
                  (792
                  )
                  
                  
                  -
                  
                  
                  
                  (792
                  )Distributions
      from non-consolidated REITs
                  
                  
                  1,615
                  
                  
                  
                  -
                  
                  
                  
                  1,615Depreciation
      and amortization
                  
                  
                  8,680
                  
                  
                  
                  27
                  
                  
                  
                  8,707Funds
      From Operations
                  
                  $
                  18,089
                  
                  
                  $
                  (751
                  )
                  
                  $
                  17,338Three
      Months Ended March 31, 2008Net
      income (loss)
                  
                  $
                  7,874
                  
                  
                  $
                  (488
                  )
                  
                  $
                  7,386Equity
      in income of non-consolidated REITs
                  
                  
                  (793
                  )
                  
                  
                  -
                  
                  
                  
                  (793
                  )Distributions
      from non-consolidated REITs
                  
                  
                  546
                  
                  
                  
                  -
                  
                  
                  
                  546Depreciation
      and amortization
                  
                  
                  8,464
                  
                  
                  
                  34
                  
                  
                  
                  8,498Funds
      From Operations
                  
                  $
                  16,091
                  
                  
                  $
                  (454
                  )
                  
                  $
                  15,637





The
following table is a summary of other financial information by business
segment:





(in
      thousands)
                
                Real
      Estate
                  Operations
                
                
                Investment
                  Banking/
                  Investment
                  Services
                
                
                TotalMarch 31,
    2009:Revenue
                
                $
                30,381
                
                
                $
                38
                
                
                $
                30,419Interest
      income
                
                
                34
                
                
                
                2
                
                
                
                36Interest
      expense
                
                
                1,577
                
                
                
                -
                
                
                
                1,577Investment
      in non-consolidated REITs
                
                
                82,388
                
                
                
                -
                
                
                
                82,388Capital
      expenditures
                
                
                1,739
                
                
                
                101
                
                
                
                1,840Identifiable
      assets
                
                $
                1,015,704
                
                
                $
                2,804
                
                
                $
                1,018,508March 31,
    2008:Revenue
                
                $
                27,237
                
                
                $
                373
                
                
                $
                27,610Interest
      income
                
                
                292
                
                
                
                11
                
                
                
                303Interest
      expense
                
                
                1,192
                
                
                
                -
                
                
                
                1,192Investment
      in non-consolidated REITs
                
                
                86,235
                
                
                
                -
                
                
                
                86,235Capital
      expenditures
                
                
                2,477
                
                
                
                56
                
                
                
                2,533Identifiable
      assets
                
                $
                979,467
                
                
                $
                4,595
                
                
                $
                984,062





14


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





8.      Cash
Dividends





The
Company declared and paid dividends as follows (in thousands, except per share
amounts):





Quarter
Paid
                  
                  Dividends
                    Per
    Share
                  
                  Total
                    DividendsFirst quarter of
      2009
                  
                  $            0.19
                  
                  $        13,391First quarter of
      2008
                  
                  $            0.31
                  
                  $        21,938





9.      Income
Taxes





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% 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.   Effective January 1, 2002, a subsidiary of
the Company, FSP Investments, became a TRS.  As a result, FSP
Investments, which is part of the Company’s investment banking/investment
services segment, operates as a taxable corporation under the Code and has
accounted for income taxes in accordance with the provisions of SFAS No. 109,
“Accounting for Income Taxes”.





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’s adoption of the provisions of FIN 48, “Accounting for Uncertainty in
Income Taxes an interpretation of FASB Statement No.109 (FIN 48)” effective
January 1, 2007 did not result in recording a liability, nor was any accrued
interest and penalties recognized with the adoption of FIN
48.  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 of FIN
48.  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 2005 and thereafter.





The
income tax expense reflected in the consolidated statements of income relates
only to the TRS.  The expense differs from the amounts computed by
applying the federal statutory rate to income before taxes as
follows:





For theThree Months EndedMarch 31,(in
    thousands)
                      
                      2009
                      
                      
                      2008Federal income tax benefit at
      statutory rate
                      
                      $
                      (364
                      )
                      
                      $
                      (365
                      )Increase (decrease) in taxes
      resulting from:State income tax benefit, net of
      federal impact
                      
                      
                      (67
                      )
                      
                      
                      (68
                      )Valuation allowance on state tax
      benefit
                      
                      
                      67Revised Texas franchise
      tax
                      
                      
                      65
                      
                      
                      
                      57Income tax
      benefit
                      
                      $
                      (299
                      )
                      
                      $
                      (376
                      )





15


Franklin
Street Properties Corp.


Notes
to Condensed Consolidated Financial Statements


(Unaudited)





9.      Income
Taxes (continued)





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 TRS.  During the three months
ended March 31, 2009 and the year ended December 31, 2008, FSP Investments had a
federal tax benefit of approximately $364,000 and $736,000, respectively,
arising from losses which should be fully utilized by carrying those losses back
to tax years 2006 and 2007.  For state tax reporting purposes, a
valuation allowance of approximately $67,000 and $136,000 was recorded in the
first quarter of 2009 and the fourth quarter of 2008 to reduce the tax benefit
of these losses from FSP Investments due to recent tax legislation in
Massachusetts that will most likely hinder the ability to use the loss
carry-forward.





In
May 2006, the State of Texas enacted a new business tax (the “Revised Texas
Franchise Tax”) that replaced its existing franchise tax which the Company
became subject to.  The Revised Texas Franchise Tax is a tax at a rate
of approximately 0.7% of revenues at Texas properties commencing with 2007
revenues.  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 and is accounted for in accordance with SFAS No.
109.  The Company recorded a provision in income taxes on its income
statement of $65,000 and $57,000 for the three months ended March 31, 2009 and
2008, respectively.





10.           Subsequent
Events





On
April 17, 2009, the Board of Directors of the Company declared a cash
distribution of $0.19 per share of common stock payable on May 20, 2009 to
stockholders of record on April 30, 2009.





On
April 17, 2009, the Company entered into a three-year secured promissory note
for a revolving line of credit for up to $10.8 million with an entity that is
wholly-owned by one of our Sponsored REITs, FSP 1441 Main Street
Corp.  Advances bear interest at a rate equal to the 30-day LIBOR rate
plus 300 basis points and each advance thereunder requires a 50 basis point draw
fee.   As of April 24, 2009, no advances had been
made.





On
April 17, 2009, the Company entered into a three-year secured promissory note
for a revolving line of credit for up to $5.5 million with one of our Sponsored
REITs, FSP Satellite Place Corp.  Advances bear interest at a rate
equal to the 30-day LIBOR rate plus 300 basis points and each advance thereunder
requires a 50 basis point draw fee.   As of April 24, 2009, no
advances had been made.





On
April 22, 2009, the Company made a $2.3 million advance under the 385
Interlocken Construction Loan.





16


Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





The
following discussion should be read in conjunction with the financial statements
and notes thereto appearing elsewhere in this report and in our Annual Report on
Form 10-K for the year ended December 31, 2008.  Historical results
and percentage relationships set forth in the condensed consolidated financial
statements, including trends which might appear, should not be taken as
necessarily indicative of future operations.  The following discussion
and other parts of this Quarterly Report on Form 10-Q may also contain
forward-looking statements based on current judgments and current knowledge of
management, which are subject to certain risks, trends and uncertainties that
could cause actual results to differ materially from those indicated in such
forward-looking statements.  Accordingly, readers are cautioned not to
place undue reliance on forward-looking statements.  Investors are
cautioned that our forward-looking statements involve risks and uncertainty,
including without limitation, economic conditions in the United States,
disruptions in the debt markets, economic conditions in the markets in which we
own properties, changes in the demand by investors for investment in Sponsored
REITs, risks of a lessening of demand for the types of real estate owned by us,
changes in government regulations, and expenditures that cannot be anticipated
such as utility rate and usage increases, unanticipated repairs, additional
staffing, insurance increases and real estate tax valuation
reassessments.  See Item 1A. “Risk Factors” below.  Although
we believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.  We may not update any of the forward-looking
statements after the date this Quarterly Report on Form 10-Q is filed to conform
them to actual results or to changes in our expectations that occur after such
date, other than as required by law.





Overview





FSP
Corp. or the Company, operates in two business segments: real estate operations
and investment banking/investment services. The real estate operations segment
involves real estate rental operations, leasing, secured financing of real
estate for interim acquisition or other property financing, and services
provided for asset management, property management, property acquisitions,
dispositions and development. The investment banking/investment services segment
involves the structuring of real estate investments and broker/dealer services
that include the organization of Sponsored REITs, the acquisition and
development of real estate on behalf of Sponsored REITs and the raising of
capital to equitize the Sponsored REITs through sale of preferred stock in
private placements.





The
main factor that affects our real estate operations is the broad economic market
conditions in the United States.  These market conditions affect the
occupancy levels and the rent levels on both a national and local
level.  We have no influence on the national market
conditions.   We look to acquire and/or develop quality
properties in good locations in order to lessen the impact of downturns in the
market and to take advantage of upturns when they occur.





Our
investment banking/investment services customers are primarily institutions and
high net-worth individuals.  To the extent that the broad capital
markets affect these investors our business is also affected.  These
investors have many investment choices.  We must continually search
for real estate at a price and at a competitive risk/reward rate of return that
meets our customer’s risk/reward profile for providing a stream of income and as
a long-term hedge against inflation.





Due
to the transactional nature of significant portions of our business, our
quarterly financial metrics have historically been quite variable.  We
do not manage our business to quarterly targets but rather manage our business
to longer-term targets.  Consequently, we consider annual financial
results to be much more meaningful for performance and trend
measurements.





Critical
Accounting Policies





We
have certain critical accounting policies that are subject to judgments and
estimates by our management and uncertainties of outcome that affect the
application of these policies.  We base our estimates on historical
experience and on various other assumptions we believe to be reasonable under
the circumstances.  On an on-going basis, we evaluate our
estimates.  In the event estimates or assumptions prove to be
different from actual results, adjustments are made in subsequent periods to
reflect more current information.  The accounting policies that we
believe are most critical to the understanding of our financial position and
results of operations, and that require significant management estimates and
judgments, are discussed in Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on Form 10-K
for the year ended December 31, 2008.





Critical
accounting policies are those that have the most impact on the reporting of our
financial condition and results of operations and those requiring significant
judgments and estimates.  We believe that our judgments and
assessments are consistently applied and produce financial information that
fairly presents our results of operations.  No changes to our critical
accounting policies have occurred since the filing of our Annual Report on Form
10-K for the year ended December 31, 2008.





17


Trends
and Uncertainties





Economic
Conditions





The
economy in the United States is currently experiencing unprecedented
disruptions, including increased levels of unemployment, the failure and near
failure of a number of large financial institutions, reduced liquidity and
increased credit risk premiums for a number of market
participants.  Economic conditions may be affected by numerous factors
including but not limited to, inflation and employment levels, energy prices,
recessionary concerns, changes in currency exchange rates, the availability of
debt and interest rate fluctuations.  The current disruptions in the
U.S. economy have affected our business and may affect real estate values,
occupancy levels, property income and the propensity and the ability of
investors to invest in our Sponsored REITs in the future.  At this
time, we cannot predict the extent or duration of any negative impact that the
current disruptions in the U.S. economy will have on our business.





On
July 21, 2008, we announced that we had reduced our regular quarterly dividend
to $0.19 per share of common stock for the three months ended June 30, 2008,
which was paid on August 20, 2008.  In our July 21, 2008 announcement,
we noted that we had experienced a significant slowing of activity in, and lower
profit contribution from, two transactional components of our business,
investment banking/investment services and property dispositions, since the
onset of the current disruptions in the U.S. economy.   We also
noted that our ongoing/recurring real estate operations continued to show solid
performance and that our board of directors believed it was prudent to better
align our regular quarterly dividends with the results of our current real
estate operations only, without taking into account the results of our less
predictable transactional operations.  Since the third quarter of
2008, we have continued to experience significantly reduced activity in, and
lower profit contribution from, these two transactional components of our
business, investment banking/investment services and property
dispositions.  However, since the third quarter of 2008, our real
estate operations continued to show steady performance, and we have announced
dividends of $0.19 per share of common stock for each quarterly
period.





Real
Estate Operations





Our
real estate portfolio was approximately 93% leased as of March 31, 2009 and
December 31, 2008.  Notwithstanding our relatively stable recent
occupancy rates, new leasing activity has slowed in most of our markets and we
do not expect to see an increase in the pace of leasing until the broader
economic markets stabilize and there is new job growth.  Approximately
11% of the square footage in our portfolio is scheduled to expire during the
remainder of 2009.  While we cannot predict when existing vacancy will
be leased or if existing tenants with expiring leases will renew their leases or
what the terms and conditions of the lease renewals will be, we expect to renew
or sign new leases at current market rates for locations in which the buildings
are located, which in some cases may be below the expiring rates.





Given
the current economic downturn, we believe the potential for any of our tenants
to default on its lease or to seek the protection of bankruptcy laws has
increased.  If any of our tenants defaults on its lease, we may
experience delays in enforcing our rights as a landlord and may incur
substantial costs in protecting our investment.  In addition, at any
time, a tenant of one of our properties may seek the protection of bankruptcy
laws, which could result in the rejection and termination of such tenant’s lease
and thereby cause a reduction in cash available for distribution to our
stockholders.  On November 26, 2008, LandAmerica Financial Group, Inc.
filed a voluntary motion for relief under Chapter 11 of the Bankruptcy
Code.  LandAmerica Financial Group, Inc. is currently a subtenant of
Capital One Services, Inc. at our property in Glen Allen, Virginia through
October 2009.  Commencing on November 1, 2009, LandAmerica Financial
Group, Inc. is scheduled to become our direct tenant for the entire project,
which contains an aggregate of approximately 297,789 rentable square feet of
space.  Accordingly, Capital One Services, Inc. remains financially
obligated to us for all payments of rent through October 2009.  As of
April 24, 2009, no motion to assume or reject the direct lease had been filed by
LandAmerica Financial Group, Inc., although we expect such a motion on or before
June 24, 2009.  At this time we do not know if and cannot predict
whether LandAmerica Financial Group, Inc. will assume or reject its direct lease
with us.  In the event that LandAmerica Financial Group, Inc. does
reject its direct lease with us, we cannot predict how long it would take to
lease the vacant space or what the terms and conditions of any new lease or
leases would be, although we would expect to sign new leases at current market
rates which may be below the expiring rates.  If the LandAmerica
Financial Group, Inc. direct lease is rejected and no replacement tenant or
tenants are in place prior to the expiration of the Capital One Services, Inc.
lease on October 31, 2009, then the total square footage in our portfolio
scheduled to expire in 2009 would increase by approximately 5%, to a total of
approximately  16%.





Investment
Banking/Investment Services





Unlike
our real estate operations business, which provides a rental revenue stream
which is ongoing and recurring in nature, our investment banking/investment
services business is transactional in nature.  Equity raised for
Sponsored REIT syndications for 2008 was $57.4 million.  Equity raised
for Sponsored REIT syndications for the first quarter of 2009 was
insignificant.





18


In
September 2007, one of our Sponsored REITs purchased an office property located
in Kansas City, Missouri.  Permanent equity capitalization of the
property was structured as a private placement preferred stock offering totaling
$65 million of which $47.2 million has been raised as of March 31,
2009.  In June 2008, one of our Sponsored REITs began development of
an office property located in Broomfield, Colorado.  Permanent equity
capitalization of the property was structured as a private placement offering of
preferred stock totaling $38 million of which $33.4 million has been raised as
of March 31, 2009.  Both of these private placements are ongoing as of
the beginning in the second quarter of 2009.





The
slowdown in our investment banking business actually began in the third quarter
of 2007 and, at this point, it remains unclear when or if a higher volume of
equity investment will return.  Business in this area, while always
uncertain, continues to be adversely affected by the current turmoil in the
financial, debt and real estate markets.  Investors who have
historically participated in our private placement real estate offerings
continue to express concern and uncertainty about investing in this
environment.





In
addition to difficulties in raising equity from potential real estate investors
in this market, our property acquisition executives are now grappling with
greater uncertainty surrounding the valuation levels for prime commercial
investment real estate.  We believe that the current turmoil in the
debt markets, as well as perceptions about the future U.S. economy and interest
rates, are producing a larger than normal divergence in the perception of value
and future relative investment performance of commercial
properties.  While we generally believe that such an environment has
the potential to produce some exceptional property acquisition opportunities,
caution, perspective and disciplined underwriting standards can significantly
impact the timing of any future acquisitions.  Consequently, our
ability to provide a regular stream of real estate investment product necessary
to grow our overall investment banking/investment services business continues to
remain uncertain as the second quarter of 2009 begins.  We also
continue to rely solely on our in-house investment executives to access
interested investors who have capital they can afford to place in an illiquid
position for an indefinite period of time (i.e., invest in a Sponsored
REIT).  We continue to evaluate whether our in-house sales force is
capable, either through our existing client base or through new clients, of
raising sufficient investment capital in Sponsored REITs to achieve future
performance objectives.





The
following table shows results for the three months ended March 31, 2009 and
2008:





(in
      thousands)Three
      months ended March 31,Revenue:
                  
                  2009
                  
                  
                  2008
                  
                  
                  ChangeRental
                  
                  $
                  29,818
                  
                  
                  $
                  26,656
                  
                  
                  $
                  3,162Related
      party revenue:Syndication
      fees
                  
                  
                  10
                  
                  
                  
                  205
                  
                  
                  
                  (195
                  )Transaction
      fees
                  
                  
                  28
                  
                  
                  
                  168
                  
                  
                  
                  (140
                  )Management
      fees and interest income from loans
                  
                  
                  545
                  
                  
                  
                  561
                  
                  
                  
                  (16
                  )Other
                  
                  
                  18
                  
                  
                  
                  20
                  
                  
                  
                  (2
                  )Total
      revenue
                  
                  
                  30,419
                  
                  
                  
                  27,610
                  
                  
                  
                  2,809Expenses:Real
      estate operating expenses
                  
                  
                  7,280
                  
                  
                  
                  6,699
                  
                  
                  
                  581Real
      estate taxes and insurance
                  
                  
                  4,829
                  
                  
                  
                  4,279
                  
                  
                  
                  550Depreciation
      and amortization
                  
                  
                  7,914
                  
                  
                  
                  7,359
                  
                  
                  
                  555Selling,
      general and administrative
                  
                  
                  2,008
                  
                  
                  
                  2,009
                  
                  
                  
                  (1
                  )Commissions
                  
                  
                  130
                  
                  
                  
                  158
                  
                  
                  
                  (28
                  )Interest
                  
                  
                  1,577
                  
                  
                  
                  1,192
                  
                  
                  
                  385Total
      expenses
                  
                  
                  23,738
                  
                  
                  
                  21,696
                  
                  
                  
                  2,042Income
      before interest income, equity in earnings in non-consolidated REITs
      and taxes
                  
                  
                  6,681
                  
                  
                  
                  5,914
                  
                  
                  
                  767Interest
      income
                  
                  
                  36
                  
                  
                  
                  303
                  
                  
                  
                  (267
                  )Equity
      in earnings of non-consolidated REITs
                  
                  
                  792
                  
                  
                  
                  793
                  
                  
                  
                  (1
                  )Income
      before taxes
                  
                  
                  7,509
                  
                  
                  
                  7,010
                  
                  
                  
                  499Income
      tax benefit
                  
                  
                  (299
                  )
                  
                  
                  (376
                  )
                  
                  
                  77Net
      income
                  
                  $
                  7,808
                  
                  
                  $
                  7,386
                  
                  
                  $
                  422





19


Comparison
of the three months ended March 31, 2009 to the three months ended March 31,
2008:




Revenues




Total
revenues increased by $2.8 million to $30.4 million for the quarter ended March
31, 2009, as compared to $27.6 million for the quarter ended March 31,
2008.  The increase was primarily a result of:




o
            An
      increase in rental revenue of approximately $3.1 million arising primarily
      from the acquisition of a property in Virginia and a property in Missouri
      in December 2008 and the benefit of net increases in leasing made over the
      last twelve months.





The
increase was partially offset by:





o
            A
      $0.3 million decrease in syndication fees and transaction (loan
      commitment) fees, which was principally a result of the decrease in gross
      syndication proceeds for the quarter ended March 31, 2009 compared to the
      same period in 2008.





Expenses





Total
expenses increased by $2.0 million to $23.7 million for the quarter ended
March 31, 2009 as compared to the quarter ended March 31,
2008.  The increase was primarily a result of:





o
            An
      increase in real estate operating expenses and real estate taxes and
      insurance of approximately $1.1 million, and depreciation of $0.5 million,
      which were primarily from the acquisition of a property in Virginia and a
      property in Missouri in December
2008.


o
            An
      increase in interest expense of approximately $0.4 million primarily as a
      result of the addition of the Term Loan, which was borrowed in October
      2008; and was partially offset by a decrease in the average Revolver loan
      balance and lower average interest rates during the three months ended
      March 31, 2009 compared to the three months ended March 31,
      2008.





Interest
income





Interest
income decreased $0.3 million to $36,000 during the three months ended March 31,
2009, which is primarily a result of lower average interest rates on invested
funds and a lower average balance of cash and cash equivalents in 2009 compared
to the same period in 2008.





Equity in earnings of
non-consolidated REITs





Equity
in earnings from non-consolidated REITs was approximately $0.8 million in
the first quarter of 2009 and the first quarter of 2008.





Taxes on
income





Taxes
on income increased $0.1 million to a benefit of $0.3 million in the first
quarter of 2009 compared to the first quarter of 2008.  The increase
was primarily due to a change in the taxable loss from the investment banking
and investment services business in the 2009 period compared to
2008.





Net
income





Net
income for the three months ended March 31, 2009 was $7.8 million compared to
$7.4 million for the three months ended March 31, 2008, for the reasons
described above.





20


Liquidity
and Capital Resources





Cash
and cash equivalents were $27.7 million and $29.2 million at March 31, 2009 and
December 31, 2008, respectively. This decrease of $1.5 million is attributable
to $12.3 million provided by operating activities less $5.5 million used by
investing activities and $8.3 million used for financing
activities.  Management believes that existing cash, cash anticipated
to be generated internally by operations, cash anticipated to be generated by
the sale of preferred stock in future Sponsored REITs and our existing debt
financing will be sufficient to meet working capital requirements and
anticipated capital expenditures for at least the next 12
months.  Although there is no guarantee that we will be able to obtain
the funds necessary for our future growth, we anticipate generating funds from
continuing real estate operations and from fees and commissions from the sale of
shares in newly formed Sponsored REITs.  We believe that we have
adequate funds to cover unusual expenses and capital improvements, in addition
to normal operating expenses.  Our ability to maintain or increase our
level of dividends to stockholders, however, depends in significant part upon
the level of interest on the part of investors in purchasing shares of Sponsored
REITs and the level of rental income from our real properties.





Operating
Activities




The
cash provided by our operating activities for the three months ended March 31,
2009 of $12.3 million is primarily attributable to net income of $7.8 million,
plus $7.7 million of non-cash activity and $1.6 million of distributions from
non-consolidated REITs; and was partially offset by decreases in accrued
expenses and compensation of $4.6 million and payment of leasing commissions of
$0.2 million.




Investing
Activities




Our
cash used for investing activities for the three months ended March 31, 2009 of
$5.5 million is primarily attributable to additions to real estate investments
and office equipment of approximately $3.3 million and a loan made to a
Sponsored REIT of approximately $3.6 million, which were partially offset by
changes in deposits on real estate assets of $1.3 million.




Financing
Activities




Our
cash used by financing activities for the three months ended March 31, 2009 of
$8.3 million is primarily attributable to distributions to shareholders of $13.3
million, which was partially offset by borrowings under our Revolver of $5.0
million made during the three months ended March 31, 2009.





Revolver




The
Revolver is with a group of banks for borrowings at our election of up to
$250,000,000 and matures on August 11, 2011.  Borrowings under the
Revolver bear interest at either the bank's prime rate (3.25% at March 31, 2009)
or a rate equal to LIBOR plus 100 basis points (1.52% at March 31,
2009).  There were borrowings of $72,468,000 and $67,468,000 at the
LIBOR plus 100 basis point rate at a weighted average rate of 1.53% and 2.39%
outstanding under the Revolver at March 31, 2009 and December 31, 2008,
respectively.  The weighted average interest rate on amounts
outstanding during the three months ended March 31, 2009 and 2008 was
approximately 1.53% and 4.77%, respectively; and for the year ended December 31,
2008 was approximately 3.61%.  As of March 31, 2009, we were in
compliance with all bank covenants under the Revolver.




We
have drawn on the Revolver, and intend to draw on the Revolver in the future for
a variety of corporate purposes, including the funding of interim mortgage loans
to Sponsored REITs and the acquisition of properties that we acquire directly
for our portfolio.  We typically cause mortgage loans to Sponsored
REITs to be secured by a first mortgage against the real property owned by the
Sponsored REIT.  We make these loans to enable a Sponsored REIT to
acquire real property prior to the consummation of the offering of its equity
interests, and the loan is repaid out of the offering proceeds.  We
also may make secured loans to Sponsored REITs for the purpose of funding
construction costs, capital expenditures, leasing costs or for other purposes
that we anticipate will be repaid at their maturity or earlier from long term
financings of the underlying properties, cash flows of the underlying properties
or some other capital events.





Term
loan




On
October 15, 2008, we closed on a $75,000,000 unsecured term loan facility with
three banks.  Proceeds from the Term Loan were used to reduce the
outstanding principal balance on the Revolver.  The Term Loan has an
initial three-year term that matures on October 15, 2011.  In
addition, we have the right to extend the initial maturity date for up to two
successive one-year periods, or until October 15, 2013 if both extensions are
exercised.  We fixed the interest rate for the initial three-year term
of the Term Loan at 5.84% per annum pursuant to an interest rate swap
agreement.  As of March 31, 2009, we were in compliance with all bank
covenants under the Term Loan.




21


Equity
securities




As
of March 31, 2009, we have an automatic shelf registration statement on Form S-3
on file with the SEC relating to the offer and sale, from time to time, of an
indeterminate amount of our common stock.  From time to time, we
expect to issue additional shares of our common stock under our automatic shelf
registration statement or a different registration statement to fund the
acquisition of additional properties, to pay down any existing debt financing
and for other corporate purposes.




Contingencies




From
time to time, we may provide financing to Sponsored REITs in the form of a
construction loan and/or a revolving line of credit secured by a
mortgage.  As of March 31, 2009, we were committed to fund up to $69.5
million to four Sponsored REITs under such arrangements for the purpose of
funding construction costs, capital expenditures, leasing costs or for other
purposes, of which $4,725,000 has been drawn and is outstanding.  We
anticipate that advances made under these facilities will be repaid at their
maturity date or earlier from long-term financings of the underlying properties,
cash flows from the underlying properties or capital events.




We
may be subject to various legal proceedings and claims that arise in the
ordinary course of our business.  Although occasional adverse
decisions (or settlements) may occur, we believe that the final disposition of
such matters will not have a material adverse effect on our financial position
or results of operations.




Assets
Held for Syndication





As
of March 31, 2009 and December 31, 2008, we had one asset held for syndication,
a property in Kansas City, Missouri.





Related
Party Transactions





On
May 15, 2008, we acquired Park Ten Development by merger for a total purchase
price of approximately $35.4 million. The acquisition was effected by merging a
wholly owned acquisition subsidiary of the Company with and into Park Ten
Development.  The holders of preferred stock in Park Ten Development
received cash consideration of approximately $127,290 per share.





In
June 2008, we commenced the syndication of FSP 385 Interlocken Development Corp.
and during 2007, we commenced the syndication of FSP Grand Boulevard Corp., both
of these syndications are in process as of March 31, 2009.





In
December 2008, we entered into a three-year secured promissory note for a
revolving line of credit, which we refer to as  the Phoenix Revolver,
for up to $15.0 million with an entity that is wholly-owned by one of our
Sponsored REITs, FSP Phoenix Tower Corp., of which $3,600,000 has been drawn and
is outstanding as of March 31, 2009.  Advances under the Phoenix
Revolver bear interest at a rate equal to the 30-day LIBOR rate plus 300 basis
points and each advance thereunder requires a 50 basis point draw
fee.  In December 2008, we also entered into a three-year secured
promissory note for a revolving line of credit, which we refer to as the
Waterford Revolver, for up to $7.0 million with a Sponsored REIT, FSP 505
Waterford Corp., which is available but has not been drawn on as of March 31,
2009.  Advances under the Waterford Revolver bear interest at a rate
equal to the 30-day LIBOR rate plus 300 basis points and each advance thereunder
requires a 50 basis point draw fee.  In December 2007, we entered into
a three-year secured promissory note for a revolving line of credit, which we
refer to as the Highland Revolver, for up to $5.5 million with a Sponsored REIT,
FSP Highland Place I Corp., of which $1,125,000 has been drawn and is
outstanding as of March 31, 2009.  Advances under the Highland
Revolver bear interest at a rate equal to the 30-day LIBOR rate plus 200 basis
points.  In March 2009, we made a three-year, $42.0 million
construction loan, which we refer to as the 385 Interlocken Construction Loan,
to one of our Sponsored REITs, FSP 385 Interlocken Development
Corp.  We received a $210,000 loan commitment fee at the time of the
closing of the 385 Interlocken Construction Loan.  Advances under the
385 Interlocken Construction Loan bear interest at a rate equal to the 30-day
LIBOR rate plus 300 basis points.  As of March 31, 2009, no advances
had been made under the 385 Interlocken Construction Loan.  The
Phoenix Revolver, the Waterford Revolver, the Highland Revolver and the 385
Interlocken Construction Loan, which we collectively refer to as the Sponsored
REIT Loans, were made for the purpose of funding construction costs, capital
expenditures, leasing costs and for other purposes and each is secured by a
mortgage on the underlying property.  We anticipate that any advances
made under the Sponsored REIT Loans will be repaid at their maturity or earlier
from long term financing of the underlying properties, cash flows of the
underlying properties or some other capital events.





For
a discussion of transactions between us and related parties during 2008, see
Footnote No. 4 “Related Party Transactions” to the Consolidated Financial
Statements included in our Annual Report on Form 10-K for the year ended
December 31, 2008.





22


Other
Considerations





We
generally pay the ordinary annual operating expenses of our properties from the
rental revenue generated by the properties.  For the three months
ended March 31, 2009 and 2008, the rental income exceeded the expenses for each
individual property, with the exception of our property located at Federal Way,
Washington.





The
property at Federal Way, Washington had a single tenant lease, which expired
September 14, 2006.  During 2007 and 2008, we signed leases with three
tenants for approximately 14% of the space, which generated rental income of
$80,000 and $69,000 during the three months ended March 31, 2009 and 2008,
respectively.  The Federal Way property had operating expenses of
$250,000 and $140,000 for the three months ended March 31, 2009 and 2008,
respectively.





Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





For
quantitative and qualitative disclosures about market risk, see “Quantitative
and Qualitative Disclosures About Market Risk” in Item 7A of Part II of our
Annual Report on Form 10-K for the year ended December 31, 2008, which is
incorporated by reference.  Our exposure to market risk has not
changed materially since December 31, 2008.





Item
      4.
            Controls
      and Procedures




Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures as of March 31, 2009. The term “disclosure controls and procedures,”
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, means controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the company’s management,
including its principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required
disclosure.  Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving their objectives and management necessarily applies its judgment in
evaluating the cost-benefit relationship of possible controls and
procedures.  Based on the evaluation of our disclosure controls and
procedures as of March 31, 2009, our chief executive officer and chief financial
officer concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.





Changes
in Internal Control Over Financial Reporting





No
change in our internal control over financial reporting occurred during the
quarter ended March 31, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.


23


PART
II - OTHER INFORMATION





Item
      1.
                  Legal
      Proceedings





From
time to time, we may be subject to legal proceedings and claims that arise in
the ordinary course of our business.  Although occasional adverse
decisions (or settlements) may occur, we believe that the final disposition of
such matters will not have a material adverse effect on our financial position,
cash flows or results of operations.




Item
      1A.
              Risk
      Factors





There
were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk
Factors” of our Annual Report on Form 10-K for the year ended December 31, 2008,
except to the extent previously updated or to the extent additional factual
information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to
such risk factors.  In addition to the other information set forth in
this report, you should carefully consider the risk factors discussed in the
Form 10-K, which could materially affect our business, financial condition or
future results. The risks described in our Annual Report on Form 10-K are not
the only risks facing our Company. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating
results.




Item
      2.
              Unregistered
      Sales of Equity Securities and Use of
Proceeds





The
following table provides information about purchases by Franklin Street
Properties Corp. during the quarter ended March 31, 2009 of equity securities
that are registered by the Company pursuant to Section 12 of the Exchange
Act:








ISSUER
PURCHASES OF EQUITY SECURITIES





(a)
                (b)
                (c)
                (d)Period
                Total
      Number of Shares (or Units) Purchased (1) (2)
                Average
      Price Paid per Share (or Unit)
                Total
      Number of Shares (or Units) Purchased as Part of Publicly
      Announced Plans or Programs (1) (2)
                Maximum
      Number (or Approximate Dollar Value) of Shares (or Units) that
      May Yet Be Purchased Under the Plans or Programs(1)
      (2)01/01/09-01/31/09
                0
                N/A
                0
                $31,240,46502/01/09-02/28/09
                0
                N/A
                0
                $31,240,46503/01/09-03/31/09
                0
                N/A
                0
                $31,240,465Total:
                0
                N/A
                0
                $31,240,465





(1)
Our Articles of Incorporation provide that we will use our best efforts to
redeem shares of our common stock from stockholders who request such
redemption.  Any FSP Corp. stockholder wishing to have shares redeemed
must make such a request no later than July 1 of any year for a redemption that
would be effective the following January 1.  This obligation is
subject to significant conditions.  However, as our common stock is
currently listed for trading on the NYSE Amex, we are no longer obligated to,
and do not intend to, effect any such redemption.





(2)
On October 28, 2005, FSP Corp. announced that the Board of Directors of FSP
Corp. had authorized the repurchase of up to $35 million of the Company’s common
stock from time to time in the open market or in privately negotiated
transactions. On September 10, 2007, FSP Corp. announced that the Board of
Directors of FSP Corp. had authorized certain modifications to this common stock
repurchase plan. The Board of Directors increased the repurchase authorization
to up to $50 million of the Company’s common stock (inclusive of all repurchases
previously made under the plan).  The repurchase authorization expires
at the earlier of (i) November 1, 2009 or (ii) a determination by the Board of
Directors of FSP Corp. to discontinue repurchases.





24


Item
      3.
            Defaults
      Upon Senior Securities





None.





Item
      4.
            Submission
      of Matters to a Vote of Security
Holders





None.





Item
      5.
            Other
      Information





None.




Item
      6.
              Exhibits




The
Exhibits listed in the Exhibit Index are filed as part of this Quarterly Report
on Form 10-Q.








25





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





FRANKLIN
STREET PROPERTIES CORP.














Date
            Signature
            TitleDate:  April
      28, 2009
            /s/ George J.
      Carter
              George
      J. Carter
            Chief
      Executive Officer and Director
              (Principal
      Executive Officer)Date:  April
      28, 2009
            /s/ John G.
      Demeritt
              John
      G. Demeritt
            Chief
      Financial Officer
              (Principal
      Financial Officer)











26


EXHIBIT
INDEX




Exhibit
      No.
                      Description2.1
      (1)**
                      Agreement
      and Plan of Merger by and among FSP Corp., Park Ten Phase II Acquisition
      Corp. and FSP Park Ten Development Corp. dated as of March 19,
      2008.3.1
      (2)
                      Articles
      of Incorporation.3.2
      (3)
                      Amended
      and Restated By-laws.31.1*
                      Certification
      of FSP Corp.’s President and Chief Executive Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.31.2*
                      Certification
      of FSP Corp.’s Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1*
                      Certification
      of FSP Corp.’s President and Chief Executive Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002.32.2*
                      Certification
      of FSP Corp.’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


_______


(1)
            Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on March 21,
      2008 (File No. 001-32470).(2)
            Incorporated
      by reference to FSP Corp.’s Form 8-A, filed April 5, 2005 (File No.
      001-32470).(3)
            Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on May 15,
      2006 (File No. 001-32470).*
            Filed
      herewith.**
            FSP
      Corp. agrees to furnish supplementally a copy of any omitted schedules to
      this agreement to the Securities and Exchange Commission upon its
      request.








27