UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K





(Mark One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended December 31, 2008





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the transition period from __________ to __________




Commission
File No. 001-32470




FRANKLIN
STREET PROPERTIES CORP.


(Exact
name of registrant as specified in its charter)





Maryland
            04-3578653(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)401 Edgewater Place,
      Suite 200, Wakefield, Massachusetts
            01880-6210(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s telephone number,
including area code:(781) 557-1300




Securities
registered pursuant to Section 12(b) of the Act:




Title
      of each class:
            Name
      of exchange on which registered:Common
      Stock, $.0001 par value per share
            NYSE
      Alternext US







Securities registered pursuant to
Section 12(g) of the Act:None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes x   No o.




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o   No x.







UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM
10-K, Continued







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 o.




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x




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 oNon-accelerated
      filer   o
      (Do not check if a smaller reporting company)
            Smaller
      reporting company o





Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2).  Yes oNo x.




State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  As of June 30, 2008 the aggregate market value was
approximately $748,026,234.




There
were 70,480,705 shares of Common Stock outstanding as of February 20,
2009.




Documents
incorporated by reference: The registrant intends to file a definitive proxy
statement pursuant to Regulation 14A, promulgated under the Securities
Exchange Act of 1934, as amended, to be used in connection with the registrant’s
Annual Meeting of Stockholders to be held on May 15, 2009 (the “Proxy
Statement”). The information required in response to Items 10 – 14 of Part III
of this Form 10-K, other than that contained in Part I under the caption,
“Directors and Executive Officers of FSP Corp.,” is hereby incorporated by
reference to the Proxy Statement.







TABLE
OF CONTENTS







FRANKLIN
      STREET PROPERTIES CORP.
              1PART
      I
              
              1Item
      1.
              Business
              1Item
      1A.
              Risk
      Factors
              5Item
      1B.
              Unresolved
      Staff Comments
              12Item
      2.
              Properties
              13Item
      3.
              Legal
      Proceedings
              16Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              16Directors
      and Executive Officers of FSP Corp.
              16PART
      II
              
              19Item
      5.
              Market
      For Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              19Stock
      Performance Graph
              21Item
      6.
              Selected
      Financial Data
              22Item
      7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              23Item
      7A.
              Quantitative
      and Qualitative Disclosures About Market Risk
              44Item
      8.
              Financial
      Statements and Supplementary Data
              46Item
      9.
              Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
              46Item
      9A.
              Controls
      and Procedures
              46Item
      9B.
              Other
      information
              47PART
      III
              
              48Item
      10.
              Directors,
      Executive Officers and Corporate Governance
              48Item
      11.
              Executive
      Compensation
              48Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              48Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              48Item
      14.
              Principal
      Accountant Fees and Services
              48PART
      IV
              
              49Item
      15.
              Exhibits
      and Financial Statement Schedules
              49SIGNATURES
              50














PART
I




Item
      1.
            Business




History




Our
company, Franklin Street Properties Corp., which we refer to as FSP Corp. or the
Company, is a Maryland corporation that operates in a manner intended to qualify
as a real estate investment trust, or REIT, for federal income tax
purposes.  FSP Corp. is the successor to Franklin Street Partners
Limited Partnership, or the FSP Partnership, which was originally formed as a
Massachusetts general partnership in January 1997 as the successor to a
Massachusetts general partnership that was formed in 1981. On January 1, 2002,
the FSP Partnership converted into FSP Corp., which we refer to as the
conversion.  As a result of this conversion, the FSP Partnership
ceased to exist and we succeeded to the business of the FSP
Partnership.  In the conversion, each unit of both general and limited
partnership interests in the FSP Partnership was converted into one share of our
common stock. As a result of the conversion, we hold, directly and indirectly,
100% of the interest in three former subsidiaries of the FSP
Partnership:  FSP Investments LLC, FSP Property Management LLC, and
FSP Holdings LLC.  We operate some of our business through these
subsidiaries.




On
June 2, 2005, we began trading our common stock on the American Stock Exchange
under the symbol “FSP”.  The American Stock Exchange was acquired by
NYSE Euronext on October 1, 2008, and its name was changed to NYSE Alternext
US.  Our common stock continues to trade on the NYSE Alternext US
under the symbol “FSP”.




On
April 30, 2006, we acquired five real estate investment trusts by merger, which
we refer to as the 2006 Target REITs.  In these mergers we issued
10,971,697 shares of common stock to holders of preferred stock in the 2006
Target REITs. As a result of these mergers, we acquired all of the assets
previously held by the 2006 Target REITs.




On
May 15, 2008, we acquired a real estate investment trust by merger, which we
refer to as Park Ten Development.  In this merger we paid cash
consideration to the holders of preferred stock in Park Ten Development of
approximately $127,290 per share for a total purchase price of approximately
$35.4 million.  As a result of the merger, we acquired all of the
assets previously held by Park Ten Development.




Our
Business




We
operate in two business segments and have two principal sources of
revenue:




·
            Real
      estate operations, including rental income from real estate leasing,
      interest income from secured loans made for interim acquisition or other
      purposes and fee income from asset/property
  management.





·
            Investment
      banking/investment services, which generate brokerage commissions, loan
      origination fees, development services and other fees related to the
      organization of single-purpose entities that own real estate and the
      private placement of equity in those entities.  We refer to
      these entities which are organized as corporations and operated in a
      manner intended to qualify as real estate investment trusts, as Sponsored
      REITs.  Previously these entities were called Sponsored Entities
      and were organized as partnerships.





From
time-to-time we may acquire real estate or invest in real estate by purchasing
shares of preferred stock offered in the syndications of our Sponsored
REITs.  We may also pursue on a selective basis the sale of our
properties to take advantage of the value creation and demand for our
properties, or for geographic or property specific reasons.




See
Note 3 to our consolidated financial statements for additional information
regarding our business segments.







1





Real
Estate




We
own and operate a portfolio of real estate consisting of 29 properties as of
December 31, 2008, which includes 28 office buildings and one industrial use
property.  We derive rental revenue from income paid to us by tenants
of these properties.  From time-to-time we dispose of properties
generating gains or losses in an ongoing effort to improve and upgrade our
portfolio.  See Item 2 of this Annual Report on Form 10-K for more
information about our properties.   We also hold investments in
two Sponsored REITs as of December 31, 2008, which we record our share of income
or loss under the equity method of accounting, and from which we received
dividends.




FSP
Corp. typically makes an acquisition loan to each Sponsored REIT which is
secured by a mortgage on the borrower’s real estate.  The loans
produce revenue in the form of interest and loan origination fees payable to FSP
Corp.  These loans typically are repaid out of the proceeds of the
borrower’s equity offering.  From time-to-time we may also make
secured loans to Sponsored REITs to fund capital expenditures, costs of leasing
or for other purposes.  We have made three such loans in the form of
revolving line of credit facilities to three of our Sponsored
REITs.  We anticipate that advances made under these facilities will
be repaid at their maturity dates or earlier from long-term financings of the
underlying properties, cash flows from the underlying properties or capital
events.




We
also provide asset management, property management, property accounting, and/or
development services to our portfolio and certain of our Sponsored REITs through
our subsidiary FSP Property Management LLC.  FSP Corp. recognizes
revenue for its receipt of fee income from Sponsored REITs that have not been
consolidated or acquired by us.  FSP Property Management LLC does not
receive any rental income.




Investment
Banking/Investment Services




Through
our subsidiary FSP Investments LLC, which acts as a real estate investment
banking firm and broker/dealer, we organize Sponsored REITs, and sell equity in
them through private placements exempt from registration under the Securities
Act of 1933.  These single-purpose entities each typically acquire a
single real estate asset.  FSP Investments raises capital required to
equitize these entities through best efforts offerings to “accredited investors”
within the meaning of Regulation D of the Securities Act.  We retain
100% of the common stock interest in the Sponsored REIT, though there is
virtually no economic benefit or risk related to the common stock subsequent to
the completion of the syndication.  Since 1997, FSP Investments has
sponsored the syndication of 48 entities, 13 of which were Sponsored Entities,
and 35 of which were Sponsored REITs.




FSP
Investments derives revenue from syndication and other transaction fees received
in connection with the sale of preferred stock in the Sponsored REITs and from
fees paid by the Sponsored REITs for its services in identifying, inspecting and
negotiating to purchase real properties on their behalf.  FSP
Investments is a registered broker/dealer with the Securities and Exchange
Commission and is a member of the Financial Industry Regulatory Authority, or
FINRA.  We have made an election to treat FSP Investments as a
“taxable REIT subsidiary” for federal income tax purposes.




Investment
Objectives




Our
investment objectives are to increase the cash available for distribution in the
form of dividends to our stockholders and to create shareholder value by
increasing revenue from rental, dividend and interest income, net gains from
sales of properties and investment banking services. We expect that, through FSP
Investments, we will continue to organize and cause the offering of Sponsored
REITs in the future and that we will continue to derive investment
banking/investment services income from such activities, as well as real estate
revenue from loan origination fees, interest income and fees from asset
management, property management and development. We may also acquire additional
real properties by direct cash purchase or by acquisition of Sponsored REITs,
though we have no obligation to acquire or offer to acquire any Sponsored REIT
in the future.  In addition, we may invest in real estate by
purchasing shares of preferred stock offered in the syndications of our
Sponsored REITs.







2





From
time to time, as market conditions warrant, we may sell properties owned by
us.  We did not sell any properties in 2008.  In 2007 we
sold five properties.  In 2006 we sold six properties and reached an
agreement to sell another property.  When we sell a property, we
either distribute some or all of the sale proceeds to our stockholders as a
distribution or retain some or all of such proceeds for investment in real
properties or other corporate activities.




We
may acquire, and have acquired, real properties in any geographic area of the
United States and of any property type.  We own 29 properties that are
located in 13 different states.  Of the 29 properties, 28 are office
buildings and one is an industrial use property.  See Item 2 of this
Annual Report on Form 10-K for more information about our
properties.




We
rely on the following principles in selecting real properties for acquisition by
a Sponsored REIT or FSP Corp. and managing them after acquisition:




·
            we
      seek to buy or develop investment properties at a price which produces
      value for investors and avoid overpaying for real estate merely to outbid
      competitors;


·
            we
      seek to buy or develop properties in excellent locations with substantial
      infrastructure in place around them and avoid investing in locations where
      the future construction of such infrastructure is
    speculative;


·
            we
      seek to buy or develop properties that are well-constructed and designed
      to appeal to a broad base of users and avoid properties where quality has
      been sacrificed for cost savings in construction or which appeal only to a
      narrow group of users;


·
            we
      aggressively manage, maintain and upgrade our properties and refuse to
      neglect or undercapitalize management, maintenance and capital improvement
      programs; and


·
            we
      believe that we have the ability to hold properties through down cycles
      because we generally do not have significant leverage on the Company,
      which could place them at risk of foreclosure.  As of February
      20, 2009, none of our 29 properties was subject to mortgage debt, although
      six Sponsored REITs organized by us have incurred mortgage
      debt.





Revolver




We
currently have an unsecured revolving line of credit, which we refer to as the
Revolver, with a group of banks that provides for borrowings at our election of
up to $250,000,000 and that matures on August 11, 2011.  Borrowings
under the Revolver bear interest at either the bank's prime rate (3.25% at
December 31, 2008) or a rate equal to LIBOR plus 100 basis points (1.5% at
December 31, 2008).  There were borrowings of $67,468,000 and
$84,750,000 at the LIBOR plus 100 basis point rate at a weighted average rate of
2.39% and 6.2% outstanding under the Revolver at December 31, 2008 and 2007,
respectively.  The weighted average interest rate on amounts
outstanding during 2008 and 2007 was approximately 3.61% and 6.51%,
respectively.  As of December 31, 2008, we were in compliance with all
bank covenants required 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 capital expenditures, costs
of leasing or for other purposes which would be repaid from long-term financing
of the property, cash flows from the property or a capital event.




Term
Loan




We
also have a $75 million unsecured term loan facility, which we refer to as the
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, 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 December 31, 2008, we were in
compliance with all bank covenants required under the Term Loan.







3





Hedging
Activities




On
October 15, 2008, we entered into an interest rate swap agreement that fixed the
interest rate on our Term Loan at 5.84% for three years, which matches the
initial three-year term of the Term Loan.  We may engage in hedging
transactions to protect us from interest rate fluctuations in the future. These
transactions may include interest rate swaps, the purchase or sale of interest
rate collars, caps or floors and other hedging instruments. These instruments
may be used to hedge as much of the interest rate risk as we determine is in the
best interest of our stockholders, given the cost of such hedges and the need to
maintain our qualification as a REIT. We may elect to bear a level of interest
rate risk that could otherwise be hedged when we believe based on all relevant
facts, that bearing such risk is advisable.




Competition




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 REITs generally
and may continue to affect real estate values, occupancy levels and property
income levels.  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, our competitors’ businesses, on REITs generally or on
financial institutions that provide capital to us or our
competitors.




With
respect to our real estate investments, we face competition in each of the
markets where the properties are located.  In order to establish,
maintain or increase the rental revenues for a property, it must be competitive
on location, cost and amenities with other buildings of similar
use.  Some of our competitors may have significantly more resources
than we do and may be able to offer more attractive rental rates or
services.  On the other hand, some of our competitors may be smaller
or have less fixed overhead costs, less cash or other resources that make them
willing or able to accept lower rents in order to maintain a certain occupancy
level.  In markets where there is not currently significant existing
property competition, our competitors may decide to enter the market and build
new buildings to compete with our existing projects or those in a development
stage.  Our competition is not only with other developers, but also
with property users who choose to own their building or a portion of the
building in the form of an office condominium, larger market forces (including
the current disruptions in the U.S. economy described above, changes in interest
rates and tax treatment) that increase competition among landlords for quality
tenants and individual decisions beyond our control.




With
respect to our investment banking and investment services business, we face
competition for investment dollars from every other kind of investment,
including stocks, bonds, mutual funds, exchange traded funds and other
real-estate related investments, including other REITs.  Some of our
competitors have significantly more resources than we do and are able to
advertise their investment products.  Because the offerings of the
Sponsored REITs are made pursuant to an exemption from registration under the
Securities Act, FSP Investments may not advertise the Sponsored REITs or
otherwise engage in any general solicitation of investors to purchase interests
in the Sponsored REITs, which may affect our ability to compete for investment
dollars.  In addition, because we offer the Sponsored REITs only to
accredited investors, our pool of potential investment clients is smaller than
that available to some other financial institutions.   Our
competition is not only with alternative types of investments, but also with
larger market forces (including the current disruptions in the U.S. economy
described above, changes in interest rates and tax treatment) beyond our control
that may affect the propensity and the ability of investors to invest in
Sponsored REITs.




Employees




We
had 39 full-time and 1 part-time employees as of February 20, 2009.







4





Available
Information




We
are subject to the informational requirements of the Securities Exchange Act of
1934, and, in accordance therewith, we file reports and other information with
the Securities and Exchange Commission (SEC).  The reports and other
information we file can be inspected and copied at the SEC Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. Such reports and other
information may also be obtained from the web site that the SEC maintains at
http://www.sec.gov.  Further information about the operation of the
Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330.




We
make available, free of charge through our website www.franklinstreetproperties.com
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after we electronically file such material with the SEC.




Reports
and other information concerning us may also be obtained electronically through
a variety of databases, including, among others, the Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) program, Knight-Ridder Information Inc., Federal
Filing/Dow Jones and Lexis/Nexis.




We
will voluntarily provide paper copies of our filings and code of ethics upon
written request received at the address on the cover of this Annual Report on
Form 10-K, free of charge.




Item
      1A
            Risk
      Factors




The
following important factors, among others, could cause actual results to differ
materially from those indicated by forward-looking statements made in this
Annual Report on Form 10-K and presented elsewhere by management from
time-to-time.




Economic
conditions in the United States could have a material adverse impact on our
earnings and financial condition.




Because
economic conditions in the United States may affect real estate values,
occupancy levels, property income and the propensity and the ability of
investors to invest in Sponsored REITs, current economic conditions in the
United States could have a material adverse impact on our earnings and financial
condition.  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.  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 earnings and financial
condition.




If
we are unable to fully syndicate a Sponsored REIT, we may be required to keep a
balance outstanding on the Revolver or use our cash balance to repay the
Revolver which may reduce cash available for distribution to our stockholders or
for other corporate purposes.





We
typically draw on the Revolver to make an interim mortgage loan to a Sponsored
REIT.  The interim mortgage loan enables the Sponsored REIT to acquire
real property prior to the consummation of the offering of its equity interests
and is typically secured by a first mortgage against the real property
acquired.  Once the offering has been completed, the Sponsored REIT
typically repays the loan out of the offering proceeds.  If we are
unable to fully syndicate a Sponsored REIT, the Sponsored REIT could be unable
to fully repay the loan, and we would have to satisfy our obligation under the
Revolver through other means.  If we are required to use cash for this
purpose, we would have less cash available for distribution to our stockholders
or for other corporate purposes.







5




Covenants
in our debt agreements could adversely affect our financial
condition.




Our
debt agreements contain customary restrictions, requirements and other
limitations on our ability to incur indebtedness, including loan to value
ratios, debt service coverage ratios, unencumbered liquidity requirements,
account balance requirements, net worth requirements, total debt to asset ratios
and secured debt to total asset ratios, which we must maintain.  Our
continued ability to borrow under the Revolver is subject to compliance with our
financial and other covenants.  Failure to comply with such covenants
could cause a default under the applicable debt agreement, and we may then be
required to repay such debt with capital from other sources.  Under
those circumstances, other sources of capital may not be available to us, or be
available only on unattractive terms.




We
may use debt financing to purchase properties directly for our real estate
portfolio, to make loans to Sponsored REITs or for other corporate
purposes.  If we are unable to obtain debt financing from these or
other sources, or to refinance existing indebtedness upon maturity, our
financial condition and results of operations could be materially adversely
affected.  If we breach covenants in our debt agreements, the lenders
can declare a default.  A default under our debt agreements could
result in difficulty financing growth in both the investment banking/investment
services and real estate segments of our business and could also result in a
reduction in the cash available for distribution to our stockholders or for
other corporate purposes.  In addition, our debt agreements include
cross-default provisions so that a default under one constitutes a default under
the other.  Defaults under our debt agreements could materially and
adversely affect our financial condition and results of
operations.




An
increase in interest rates would increase our interest costs on variable rate
debt and could adversely impact our ability to refinance existing debt or sell
assets.




As
of December 31, 2008, we had approximately $142 million of indebtedness that
bears interest at variable rates, and we may incur more of such indebtedness in
the future.  Approximately $75 million of this variable rate debt is
fixed through an interest rate swap contract at 5.84% per annum through
October 15, 2011.  If interest rates increase, then so will the
interest costs on our unhedged variable rate debt, which could adversely affect
our cash flow, our ability to pay principal and interest on our debt and our
ability to make distributions to our stockholders.  In addition,
rising interest rates could limit our ability to refinance existing debt when it
matures.  From time to time, we may enter into interest rate swap
agreements and other interest rate hedging contracts, including swaps, caps and
floors.  While these agreements are intended to lessen the
impact of rising interest rates on us, they also expose us to the risk
that the other parties to the agreements will not
perform, we could incur significant costs associated with the
settlement of the agreements, the agreements will be unenforceable and
the underlying transactions will fail to qualify as
highly-effective cash flow hedges under SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities”, as amended.  In
addition, an increase in interest rates could decrease the amount third-parties
are willing to pay for our assets, thereby limiting our ability to change our
portfolio promptly in response to changes in economic or other
condition.




If
we are not able to collect sufficient rents from each of our owned real
properties or interest on secured loans we fund, we may suffer significant
operating losses or a reduction in cash available for future
dividends.




A
substantial portion of our revenue is generated by the rental income of our real
properties.  If our properties do not provide us with a steady rental
income or we do not collect interest income from loans we fund, our revenues
will decrease, which may cause us to incur operating losses in the
future.




We
may not be able to find properties that meet our criteria for
purchase.




Growth
in our investment banking/investment services business and our portfolio of real
estate is dependent on the ability of our acquisition executives to find
properties for sale and/or development which meet our investment
criteria.  To the extent they fail to find such properties, we will be
unable to syndicate offerings of Sponsored REITs to investors, and this segment
of our business could have lower revenue, and we would be unable to increase the
size of our portfolio of real estate, which would reduce the cash available for
distribution to our stockholders.







6





We
face risks in continuing to attract investors for Sponsored REITs.




Our
investment banking/investment services business continues to depend upon its
ability to attract purchasers of equity interests in Sponsored
REITs.  Our success in this area will depend on the propensity and
ability of investors who have previously invested in Sponsored REITs to continue
to invest in future Sponsored REITs and on our ability to expand the investor
pool for the Sponsored REITs by identifying new potential investors. Moreover,
our investment banking/investment services business may be affected to the
extent existing Sponsored REITs incur losses or have operating results that fail
to meet investors’ expectations.




We
are dependent on key personnel.




We
depend on the efforts of George J. Carter, our President and Chief Executive
Officer and a Director; Barbara J. Fournier, our Chief Operating Officer,
Treasurer, Secretary, an Executive Vice President and a Director; John G.
Demeritt, our Chief Financial Officer and an Executive Vice President; Janet
Prier Notopoulos, an ExecutiveVice President and a Director; Scott H. Carter,
our General Counsel, Assistant Secretary and an Executive Vice President; R.
Scott MacPhee, an Executive Vice President; and William W. Gribbell, an
Executive Vice President.  If any of our executive officers were to
resign, our operations could be adversely affected.  We do not have
employment agreements with any of our executive officers.





Our
level of dividends may fluctuate.




Because
our investment banking/investment services business is transactional in nature
and real estate occupancy levels and rental rates can fluctuate, there is no
predictable recurring level of revenue from such activities.  As a
result of this, the amount of cash available for distribution may fluctuate,
which may result in us not being able to maintain or grow dividend levels in the
future. On July 21, 2008, we announced that we had reduced our regular quarterly
dividend from $0.31 per share of common stock to $0.19 per share of common stock
in order 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.




We
face risks from tenant defaults or bankruptcies.




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.




The
real properties held by us may significantly decrease in value.




As
of February 20, 2009, we owned 29 properties.  Some or all of these
properties may decline in value. To the extent our real properties decline in
value, our stockholders could lose some or all of the value of their
investments.  The value of our common stock may be adversely affected
if the real properties held by us decline in value since these real properties
represent the majority of the tangible assets held by us.  Moreover,
if we are forced to sell or lease the real property held by us below its initial
purchase price or its carrying costs or if we are forced to lease real property
at below market rates because of the condition of the property, our results of
operations would be adversely affected and such negative results of operations
may result in lower dividends being paid to holders of our common
stock.





New
acquisitions may fail to perform as expected.




We
may acquire new properties, whether by direct FSP Corp. purchase with cash or
the Revolver, by acquisition of Sponsored REITs or other entities by cash or
through the issuance of shares of our stock or by investment in a Sponsored
REIT.  We acquired a property in Texas in February 2006, the five 2006
Target REITs and the properties they owned on April 30, 2006, a property in
Georgia in June 2006 and a property in Colorado in December 2006.  We
also acquired a property in Maryland in June 2007, a property in Texas by merger
in May 2008, a property in Virginia in December 2008 and a property in Missouri
in December 2008.  Newly acquired properties may fail to perform as
expected, in which case, our results of operations could be adversely
affected.







7





We
face risks in owning, developing and operating real property.




An
investment in us is subject to the risks incident to the ownership, development
and operation of real estate-related assets. These risks include the fact that
real estate investments are generally illiquid, which may affect our ability to
vary our portfolio in response to changes in economic and other conditions, as
well as the risks normally associated with:




·
            changes
      in general and local economic
conditions;


·
            the
      supply or demand for particular types of properties in particular
      markets;


·
            changes
      in market rental rates;


·
            the
      impact of environmental protection
laws;


·
            changes
      in tax, real estate and zoning laws;
and


·
            the
      impact of obligations and restrictions contained in title-related
      documents.





Certain
significant costs, such as real estate taxes, utilities, insurance and
maintenance costs, generally are not reduced even when a property’s rental
income is reduced. In addition, environmental and tax laws, interest rate
levels, the availability of financing and other factors may affect real estate
values and property income. Furthermore, the supply of commercial space
fluctuates with market conditions.




We
may encounter significant delays in reletting vacant space, resulting in losses
of income.




When
leases expire, we will incur expenses and may not be able to re-lease the space
on the same terms. Certain leases provide tenants the right to terminate early
if they pay a fee. If we are unable to re-lease space promptly, if the terms are
significantly less favorable than anticipated or if the costs are higher, we may
have to reduce distributions to our stockholders.  Typical lease terms
range from five to ten years, so up to approximately 20% of our rental revenue
from commercial properties could be expected to expire each year.




We
face risks from geographic concentration.




The
properties in our portfolio as of December 31, 2008, by aggregate square
footage, are distributed geographically as follows: Southwest – 27.5%, West –
20.1%, Midwest – 19.8%, Northeast – 18.3% and Southeast – 14.2%. However, within
certain of those regions, we hold a larger concentration of our properties in
Dallas, Texas – 17.1%, Greater Denver, Colorado – 12.6% and Houston, Texas –
10.4%.  We are likely to face risks to the extent that any of these
areas in which we hold a larger concentration of our properties suffer
deteriorating economic conditions.





We
compete with national, regional and local real estate operators and developers,
which could adversely affect our cash flow.




Competition
exists in every market in which our properties are currently located and in
every market in which properties we may acquire in the future will be
located.  We compete with, among others, national, regional and
numerous local real estate operators and developers.  Such competition
may adversely affect the percentage of leased space and the rental revenues of
our properties, which could adversely affect our cash flow from operations and
our ability to make expected distributions to our stockholders.  Some
of our competitors may have more resources than we do or other competitive
advantages.  Competition may be accelerated by any increase in
availability of funds for investment in real estate.  For example,
decreases in interest rates tend to increase the availability of funds and
therefore can increase competition.  To the extent that our properties
continue to operate profitably, this will likely stimulate new development of
competing properties.  The extent to which we are affected by
competition will depend in significant part on both local market conditions and
national and global economic conditions.







8





There
is limited potential for revenue to increase from an increase in leased space in
our properties.




We
anticipate that future increases in revenue from our properties will be
primarily the result of scheduled rental rate increases or rental rate increases
as leases expire.  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.




We
are subject to possible liability relating to environmental matters, and we
cannot assure you that we have identified all possible liabilities.




Under
various federal, state and local laws, ordinances and regulations, an owner or
operator of real property may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its
property.  Such laws may impose liability without regard to whether
the owner or operator knew of, or caused, the release of such hazardous
substances.  The presence of hazardous substances on a property may
adversely affect the owner’s ability to sell such property or to borrow using
such property as collateral, and it may cause the owner of the property to incur
substantial remediation costs.  In addition to claims for cleanup
costs, the presence of hazardous substances on a property could result in the
owner incurring substantial liabilities as a result of a claim by a private
party for personal injury or a claim by an adjacent property owner for property
damage.




In
addition, we cannot assure you that:




·
            future
      laws, ordinances or regulations will not impose any material environmental
      liability;


·
            the
      current environmental conditions of our properties will not be affected by
      the condition of properties in the vicinity of such properties (such as
      the presence of leaking underground storage tanks) or by third parties
      unrelated to us;


·
            tenants
      will not violate their leases by introducing hazardous or toxic substances
      into our properties that could expose us to liability under federal or
      state environmental laws; or


·
            environmental
      conditions, such as the growth of bacteria and toxic mold in heating and
      ventilation systems or on walls, will not occur at our properties and pose
      a threat to human health.





We are subject to
compliance with the
Americans With Disabilities Act and fire and safety regulations, any of which
could require us to make significant capital
expenditures.




All
of our properties are required to comply with the Americans With Disabilities
Act (ADA), and the regulations, rules and orders that may be issued
thereunder.  The ADA has separate compliance requirements for “public
accommodations” and “commercial facilities,” but generally requires that
buildings be made accessible to persons with disabilities.  Compliance
with ADA requirements might require, among other things, removal of access
barriers and noncompliance could result in the imposition of fines by the U.S.
government or an award of damages to private litigants.




In
addition, we are required to operate our properties in compliance with fire and
safety regulations, building codes and other land use regulations, as they may
be adopted by governmental agencies and bodies and become applicable to our
properties.  Compliance with such requirements may require us to make
substantial capital expenditures, which expenditures would reduce cash otherwise
available for distribution to our stockholders.




We
face risks associated with our Tenants being designated “Prohibited Persons” by
the Office of Foreign Assets Control.




Pursuant
to Executive Order 13224 and other laws, the Office of Foreign Assets Control of
the United States Department of the Treasury (“OFAC”) maintains a list of
persons designated as terrorists or who are otherwise blocked or banned
(“Prohibited Persons”).  OFAC regulations and other laws prohibit
conducting business or engaging in transactions with Prohibited Persons (the
“OFAC Requirements”).  Our current leases and certain other agreements
require the other party to comply with the OFAC Requirements.  If a
tenant or other party with whom we contract is placed on the OFAC list we may be
required by the OFAC Requirements to terminate the lease or other
agreement.  Any such termination could result in a loss of revenue or
a damage claim by the other party that the termination was
wrongful.








9





Actual
or threatened terrorist attacks may adversely affect our ability to generate
revenues and the value of our properties.




We
have significant investments in markets that may be the targets of actual or
threatened terrorism attacks in the future.  As a result, some tenants
in these markets may choose to relocate their businesses to other markets or to
lower-profile office buildings within these markets that may be perceived to be
less likely targets of future terrorist activity.  This could result
in an overall decrease in the demand for office space in these markets generally
or in our properties in particular, which could increase vacancies in our
properties or necessitate that we lease our properties on less favorable terms
or both.  In addition, future terrorist attacks in these markets could
directly or indirectly damage our properties, both physically and financially,
or cause losses that materially exceed our insurance coverage.  As a
result of the foregoing, our ability to generate revenues and the value of our
properties could decline materially.  See also “We may lose capital investment or
anticipated profits if an uninsured event occurs.”





We
may lose capital investment or anticipated profits if an uninsured event
occurs.




We
carry, or our tenants carry, comprehensive liability, fire and extended coverage
with respect to each of our properties, with policy specification and insured
limits customarily carried for similar properties. There are, however, certain
types of losses that may be either uninsurable or not economically
insurable.  Should an uninsured material loss occur, we could lose
both capital invested in the property and anticipated profits.




Contingent
or unknown liabilities acquired in mergers or similar transactions could require
us to make substantial payments.




The
properties which we acquired in mergers were acquired subject to liabilities and
without any recourse with respect to liabilities, whether known or
unknown.  As a result, if liabilities were asserted against us based
upon any of these properties, we might have to pay substantial sums to settle
them, which could adversely affect our results of operations and financial
condition and our cash flow and ability to make distributions to our
stockholders.  Unknown liabilities with respect to properties acquired
might include:




·
            liabilities
      for clean-up or remediation of environmental
  conditions;


·
            claims
      of tenants, vendors or other persons dealing with the former owners of the
      properties; and


·
            liabilities
      incurred in the ordinary course of
business.





Our
employee retention plan may prevent changes in control.





During
February 2006, our Board of Directors approved a change in control plan, which
included a form of retention agreement and discretionary payment
plan.  Payments under the discretionary plan are capped at 1% of the
market capitalization of FSP Corp. as reduced by the amount paid under the
retention plan.  The costs associated with these two components of the
plan may have the effect of discouraging a third party from making an
acquisition proposal for us and may thereby inhibit a change in control under
circumstances that could otherwise give the holders of our common stock the
opportunity to realize a greater premium over the then-prevailing market
prices.




The
price of our common stock may vary.





The
market prices for our common stock may fluctuate with changes in market and
economic conditions, including the market perception of REITs in general, and
changes in the financial condition of our securities.  Such
fluctuations may depress the market price of our common stock independent of the
financial performance of FSP Corp.  The market conditions for REIT
stocks generally could affect the market price of our common stock.







10





We
would incur adverse tax consequences if we failed to qualify as a
REIT.




The
provisions of the tax code governing the taxation of real estate investment
trusts are very technical and complex, and although we expect that we will be
organized and will operate in a manner that will enable us to meet such
requirements, no assurance can be given that we will always succeed in doing
so.  In addition, as a result of our acquisition of the target REITs
pursuant to the mergers, we might no longer qualify as a real estate investment
trust.  We could lose our ability to so qualify for a variety of
reasons relating to the nature of the assets acquired from the target REITs, the
identity of the stockholders of the target REITs who become our stockholders or
the failure of one or more of the target REITs to have previously qualified as a
real estate investment trust.  Moreover, you should note that if one
or more of the REITs that we acquired in May 2008, April 2006, April 2005 or
June 2003 did not qualify as a real estate investment trust immediately prior to
the consummation of its acquisition, we could be disqualified as a REIT as a
result of such acquisition.




If
in any taxable year we do not qualify as a real estate investment trust, we
would be taxed as a corporation and distributions to our stockholders would not
be deductible by us in computing our taxable income. In addition, if we were to
fail to qualify as a real estate investment trust, we could be disqualified from
treatment as a real estate investment trust in the year in which such failure
occurred and for the next four taxable years and, consequently, we would be
taxed as a regular corporation during such years.  Failure to qualify
for even one taxable year could result in a significant reduction of our cash
available for distribution to our stockholders or could require us to incur
indebtedness or liquidate investments in order to generate sufficient funds to
pay the resulting federal income tax liabilities.




Provisions
in our organizational documents may prevent changes in control.




Our
Articles of Incorporation and Bylaws contain provisions, described below, which
may have the effect of discouraging a third party from making an acquisition
proposal for us and may thereby inhibit a change of control under circumstances
that could otherwise give the holders of our common stock the opportunity to
realize a premium over the then-prevailing market prices.




Ownership
Limits.  In order for us to maintain our qualification as a
real estate investment trust, the holders of our common stock may be limited to
owning, either directly or under applicable attribution rules of the Internal
Revenue Code, no more than 9.8% of the lesser of the value or the number of our
equity shares, and no holder of common stock may acquire or transfer shares that
would result in our shares of common stock being beneficially owned by fewer
than 100 persons. Such ownership limit may have the effect of preventing an
acquisition of control of us without the approval of our board of
directors.  Our Articles of Incorporation give our board of directors
the right to refuse to give effect to the acquisition or transfer of shares by a
stockholder in violation of these provisions.




Staggered
Board.  Our board of directors is divided into three
classes.  The terms of these classes will expire in 2009, 2010 and
2011, respectively.  Directors of each class are elected for a
three-year term upon the expiration of the initial term of each class. The
staggered terms for directors may affect our stockholders’ ability to effect a
change in control even if a change in control were in the stockholders’ best
interests.




Preferred Stock. Our Articles
of Incorporation authorize our board of directors to issue up to 20,000,000
shares of preferred stock, par value $.0001 per share, and to establish the
preferences and rights of any such shares issued. The issuance of preferred
stock could have the effect of delaying or preventing a change in control even
if a change in control were in our stockholders’ best interest.




Increase of Authorized
Stock.  Our board of directors, without any vote or consent of
the stockholders, may increase the number of authorized shares of any class or
series of stock or the aggregate number of authorized shares we have authority
to issue. The ability to increase the number of authorized shares and issue such
shares could have the effect of delaying or preventing a change in control even
if a change in control were in our stockholders’ best interest.







11





Amendment of
Bylaws.   Our board of directors has the sole power to
amend our Bylaws.  This power could have the effect of delaying or
preventing a change in control even if a change in control were in our
stockholders’ best interests.




Stockholder Meetings. Our
Bylaws require advance notice for stockholder proposals to be considered at
annual meetings of stockholders and for stockholder nominations for election of
directors at special meetings of stockholders.  Our Bylaws also
provide that stockholders entitled to cast more than 50% of all the votes
entitled to be cast at a meeting must join in a request by stockholders to call
a special meeting of stockholders. These provisions could have the effect of
delaying or preventing a change in control even if a change in control were in
the best interests of our stockholders.




Supermajority Votes
Required.  Our Articles of Incorporation require the
affirmative vote of the holders of no less than 80% of the shares of capital
stock outstanding and entitled to vote in order (i) to amend the provisions of
our Articles of Incorporation relating to the classification of directors,
removal of directors, limitation of liability of officers and directors or
indemnification of officers and directors or (ii) to amend our Articles of
Incorporation to impose cumulative voting in the election of directors. These
provisions could have the effect of delaying or preventing a change in control
even if a change in control were in our stockholders’ best
interest.




Item 1B.
            Unresolved
      Staff Comments.




None.







12





Item
      2.
            Properties




Set
forth below is information regarding our properties as of December 31,
2008:




Property
      Location
                Date
      of
                  Purchase
      or
                  Merged
                  Entity
                  Date
      of
                  Purchase
                Approx.
                  Square
      Feet
                Percent
                  Leased
      as
                  of
      12/31/08
                Approx.
                  Number
                  of
      Tenants
                Major
      Tenants1Office1515
      Mockingbird Lane
                7/1/97
                109,550
                89%
                79
                Primary
      Physician CareCharlotte,
      NC 28209678-686
      Hillview Drive
                3/9/99
                36,288
                100%
                1
                Headway
      Technologies, IncMilpitas,
      CA 95035600
      Forest Point Circle
                7/8/99
                62,212
                100%
                2
                American
      Nat’l Red CrossCharlotte,
      NC  28273
                
                
                
                
                Cellco
      Partnership d/b/aVerizon
      Wireless18000
      W. Nine Mile Rd.
                9/30/99
                214,697
                88%
                6
                Int’l
      Business Machines Corp.Southfield,
      MI 480754820
      & 4920 Centennial Blvd.
                9/28/00
                110,730
                94%
                4
                Comcast
      of ColoradoColorado
      Springs, CO 80919
                
                
                
                
                DALSA
      Colorado SpringsWalter
      Kidde Portable EquipmentAMI
      Semiconductor, Inc.14151
      Park Meadow Drive
                3/15/01
                134,850
                100%
                2
                CACI,
      Inc. – FederalChantilly,
      VA 201511370
      & 1390 Timberlake
                5/24/01
                232,766
                100%
                6
                RGA
      Reinsurance CompanyManor
      Parkway,
                
                
                
                
                AMDOCS,
      Inc.Chesterfield,
      MO 63017501
      & 505 South 336th
      Street
                9/14/01
                117,010
                14%
                3
                See
      Footnote2Federal
      Way, WA 9800350
      Northwest Point Rd.
                12/5/01
                176,848
                100%
                1
                Citicorp
      Credit ServicesElk
      Grove Village, IL 600051350
      Timberlake Manor
                3/4/02
                116,312
                100%
                7
                RGA
      Reinsurance CompanyParkway
                
                
                
                
                Metropolitan
      Life Ins. CompanyChesterfield,
      MO 63017
                
                
                
                
                Wachovia
      Securities, LLCAb
      Mauri Food d/b/a
Fleischmanns


__________________________


1 Major
tenants are tenants who occupy 10% or more of the space in an individual
property.


2 No
Tenant occupies more than 10% of the space







13







Property
      Location
              Date
      of
                Purchase
      or
                Merged
                Entity
                Date
      of
                Purchase
              Approx.
                Square
      Feet
              Percent
                Leased
      as
                of
      12/31/08
              Approx.
                Number
                of
      Tenants
              Major
      Tenants116285
      Park Ten Place
              6/27/02
              155,715
              96%
              9
              Technip
      USA, Inc.Houston,
      TX 77084
              
              
              
              
              TMI,
      Inc. a/k/a Trendmaker Homes2730
      - 2760 Junction Avenue
              8/27/02
              145,951
              81%
              2
              Techwell,
      Inc408-410
      East Plumeria
              
              
              
              
              County
      of Santa ClaraSan
      Jose, CA 9513415601
      Dallas Parkway
              09/30/02
              293,787
              90%
              8
              Jones
      Lang LaSalleAddison,
      TX 75001
              
              
              
              
              Behringer
      Harvard Holdings, LLCNoble
      Royalties, Inc.1500
      & 1600 Greenville Ave.
              3/3/03
              298,766
              100%
              3
              Tektronix
      Texas, LLC.Richardson,
      TX 75080
              
              
              
              
              ARGO
      Data Resource Corp.6500
      & 6560 Greenwood Plaza
              2/24/05
              199,077
              100%
              1
              New
      Era of Networks, Inc. (Sybase)Englewood,
      CO 801113815-3925
      River Crossing Pkwy
              7/6/05
              205,059
              98%
              18
              Crowe,
      Chizek & Company, LLPIndianapolis,
      IN 46240
              
              
              
              
              Somerset
      CPAs, P.C.The
      College Network5055
      & 5057 Keller Springs Rd.
              2/24/06
              218,934
              83%
              31
              See
      Footnote2Addison,
      TX 750012740
      North Dallas Parkway
              12/15/00
              116,622
              61%
              5
              Bluegreen
      Vacations UnlimitedPlano,
      TX 75093
              
              
              
              
              Activant,
      f/k/a Prelude SystemsMassergy
      Communications, Inc.5505
      Blue Lagoon Drive
              11/6/03
              212,619
              100%
              1
              Burger
      King Corp.Miami,
      FL 331265620,
      5640 Cox Road
              7/16/03
              297,789
              100%
              1
              Capital
      One Services, Inc.3Glen
      Allen, VA 230601293
      Eldridge Parkway
              1/16/04
              248,399
              100%
              1
              CITGO
      PetroleumHouston,
      TX 77077380
      Interlocken Crescent
              8/15/03
              240,184
              95%
              10
              Cooley
      Godward, LLP.Broomfield,
      CO 80021
              
              
              
              
              Montgomery
      Watson Americas


__________________________


3 Capital One sublets all of
the space to LandAmerica Financial Group, Inc. LandAmerica Financial Group, Inc.
entered into a direct lease with us which commences at the expiration of the
Capital One lease on October 31, 2009. On November 26, 2008, LandAmerica
Financial Group, Inc. filed a voluntary motion for relief under chapter 11 of
the Bankruptcy Code. As of February 20, 2009, no motion to assume or reject the
direct lease had been filed by LandAmerica Financial Group, Inc.







14




Property
      Location
                    Date
      of
                      Purchase
      or
                      Merged
                      Entity
                      Date
      of
                      Purchase
                    Approx.
                      Square
      Feet
                    Percent
                      Leased
      as
                      of
      12/31/08
                    Approx.
                      Number
                      of
      Tenants
                    Major
      Tenants13625
      Cumberland Boulevard
                    6/22/06
                    387,267
                    90%
                    25
                    Corporate
      Holdings, LLCAtlanta,
      GA  30339
                    
                    
                    
                    
                    Century
      Business ServicesBennett
      Thrasher390
      Interlocken Crescent
                    12/21/06
                    241,516
                    100%
                    15
                    Vail
      Corp.Broomfield,
      CO 80021
                    
                    
                    
                    
                    Leopard
      Communications, Inc.MSI
      f/k/a Management Specialists120
      East Baltimore St.
                    06/13/07
                    325,410
                    97%
                    23
                    Ober,
      Kaler, Grimes & ShriverBaltimore,
      MD 21202
                    
                    
                    
                    
                    State
      Retirement of MarylandSunTrust
      Bank16290
      Katy Freeway
                    5/15/08
                    156,746
                    98%
                    4
                    Murphy
      Exploration & Product, Co.Houston,
      TX 770942291
      Ball Drive
                    12/11/08
                    127,778
                    100%
                    1
                    MonsantoSt
      Louis, MO 6314645925
      Horseshoe Drive
                    12/26/08
                    135,888
                    100%
                    1
                    Giesecke
      & Devrient AmericaSterling,
      VA 20166Sub
      Total Office
                    
                    5,318,770Industrial8730
      Bollman Place
                    12/14/99
                    98,745
                    100%
                    1
                    Maines
      Paper and Foodservice, Inc.Savage
      (Jessup), MD 20794Sub
      Total Industrial
                    
                    98,745Grand
      Total
                    
                    5,417,515






__________________________


All
of the properties listed above are owned, directly or indirectly, by
us.  None of our properties are subject to any mortgage
loans.  We have no material undeveloped or unimproved properties, or
proposed programs for material renovation, improvement or development of any of
our properties.  We believe that our properties are adequately covered
by insurance as of December 31, 2008.








15





Item
      3.
            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
      4.
            Submission of Matters
      to a Vote of Security
Holders




No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this report.




Directors and
      Executive Officers of FSP
Corp.




The
following table sets forth the names, ages and positions of all our directors
and executive officers as of February 20, 2009.




Name
            Age
            PositionGeorge
      J. Carter (5)
            60
            President,
      Chief Executive Officer and DirectorBarbara
      J. Fournier (4)
            53
            Executive
      Vice President, Chief Operating Officer, Treasurer, Secretary and
      DirectorBarry
      Silverstein (1) (2)
      (4)
            75
            DirectorDennis
      J. McGillicuddy (1) (2)
      (3)
            67
            DirectorGeorgia
      Murray (1) (2) (5)
      (7)
            58
            DirectorJohn
      N. Burke (1) (2) (4)
      (6)
            47
            DirectorJohn
      G. Demeritt
            48
            Executive
      Vice President and Chief Financial OfficerWilliam
      W. Gribbell
            49
            Executive
      Vice PresidentR.
      Scott MacPhee
            51
            Executive
      Vice PresidentJanet
      Prier Notopoulos (3)
            61
            Executive
      Vice President and DirectorScott
      H. Carter
            37
            Executive
      Vice President, General Counsel and Assistant Secretary


__________________________


(1)
Member of the Audit Committee


(2)
Member of the Compensation Committee


(3)
Class I Director


(4)
Class II Director


(5)
Class III Director


(6)
Chair of the Audit Committee


(7)
Chair of the Compensation Committee





16





George
J. Carter, age 60, is President, Chief Executive Officer and has been a Director
of FSP Corp. since 2002. Mr. Carter is responsible for all aspects of the
business of FSP Corp. and its affiliates, with special emphasis on the
evaluation, acquisition and structuring of real estate
investments.  Prior to the conversion, he was President of the general
partner of the FSP Partnership (the “General Partner”) and was responsible for
all aspects of the business of the FSP Partnership and its
affiliates.  From 1992 through 1996 he was President of Boston
Financial Securities, Inc. (“Boston Financial”).  Prior to joining
Boston Financial, Mr. Carter was owner and developer of Gloucester Dry Dock, a
commercial shipyard in Gloucester, Massachusetts.  From 1979 to 1988,
Mr. Carter served as Managing Director in charge of marketing of First Winthrop
Corporation, a national real estate and investment banking firm headquartered in
Boston, Massachusetts.  Prior to that, he held a number of positions
in the brokerage industry including those with Merrill Lynch & Co. and Loeb
Rhodes & Co.  Mr. Carter is a graduate of the University of Miami
(B.S.).  Mr. Carter is a FINRA General Securities Principal (Series
24) and holds a FINRA Series 7 general securities license.





Barbara
J. Fournier, age 53, is Executive Vice President, Chief Operating Officer,
Treasurer, Secretary and has been a Director of FSP Corp. since
2002.   Ms. Fournier has as her primary responsibility, together
with Mr. Carter, the management of all operating business affairs of FSP Corp.
and its affiliates.  Ms. Fournier was the Principal Financial Officer
until March 2005.  Prior to the conversion, Ms. Fournier was the Vice
President, Chief Operating Officer, Treasurer and Secretary of the General
Partner.  From 1993 through 1996, she was Director of Operations for
the private placement division of Boston Financial.  Prior to joining
Boston Financial, Ms. Fournier served as Director of Operations for Schuparra
Securities Corp. and as the Sales Administrator for Weston Financial
Group.  From 1979 through 1986, Ms. Fournier worked at First Winthrop
Corporation in administrative and management capacities; including Office
Manager, Securities Operations and Partnership Administration.  Ms.
Fournier attended Northeastern University and the New York Institute of
Finance.  Ms. Fournier is a FINRA General Securities Principal (Series
24).  She also holds other FINRA supervisory licenses including Series
4 and Series 53, and a FINRA Series 7 general securities license.




Barry
Silverstein, age 75, has been a Director of the Company since May
2002.  Mr. Silverstein took his law degree from Yale University in
1957 and subsequently held positions as attorney/officer/director of various
privately-held manufacturing companies in Chicago, Illinois.  In 1964,
he moved to Florida to manage his own portfolio and to teach at the University
of Florida Law School.  In 1968, Mr. Silverstein became the principal
founder and shareholder in Coaxial Communications, a cable television
company.  In 1998 and 1999, Coaxial sold its cable
systems.   Since January 2001, Mr. Silverstein has been a private
investor.




Dennis
J. McGillicuddy, age 67, has been a Director of the Company since May
2002.  Mr. McGillicuddy graduated from the University of Florida with
a B.A. degree and from the University of Florida Law School with a J.D.
degree.  In 1968, Mr. McGillicuddy joined Barry Silverstein in
founding Coaxial Communications, a cable television company.  In 1998
and 1999, Coaxial sold its cable systems.  Mr. McGillicuddy has served
on the boards of various charitable organizations.  He is currently
president of the Board of Trustees of Florida Studio Theater, a professional
non-profit theater organization, and he serves as a Co-Chair, together with his
wife, of Embracing Our Differences, an annual month long art exhibit that
promotes the values of diversity and inclusion.  Also, Mr.
McGillicuddy is an officer and board member of The Florida Winefest and Auction
Inc., a Sarasota-based charity, which funds programs of local charities that
provide services to disadvantaged children and their families.




Georgia
Murray, age 58, has been a Director of the Company since April 2005 and Chair of
the Compensation Committee since October 2006.  Ms. Murray is retired
from Lend Lease Real Estate Investments, Inc., where she served as a Principal
from November 1999 until May 2000. From 1987 through October 1999, Ms. Murray
served as Senior Vice President and Director of The Boston Financial Group,
Inc.  Boston Financial was an affiliate of the Boston Financial Group,
Inc.  She is a past Trustee of the Urban Land Institute and a past
President of the Multifamily Housing Institute.  Ms. Murray previously
served on the Board of Directors of Capital Crossing Bank.  She also
serves on the boards of numerous non-profit entities.  Ms. Murray is a
graduate of Newton College.







17





John
N. Burke, age 47, has been a Director of the Company and Chair of the Audit
Committee since June 2004.  Prior to staring his own consulting firm
in 2003, he was an Assurance Partner in the Boston office of BDO Seidman, LLP,
an international accounting and consulting firm.  Mr. Burke served
several private and publicly traded real estate clients at BDO Seidman, LLP and
assisted companies with initial public offerings, private equity and debt
financings and merger and acquisition transactions.  Mr. Burke’s
consulting experience includes SEC reporting matters, compliance with
Sarbanes-Oxley, tax and business planning and evaluation of internal controls
and management information systems.  Mr. Burke is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.   Mr. Burke holds a Master’s of Science in Taxation
and studied undergraduate accounting and finance at Bentley
College.




John
G. Demeritt, age 48, is Executive Vice President and Chief Financial Officer of
FSP Corp. and has been Chief Financial Officer since March 2005.  Mr.
Demeritt previously served as Senior Vice President, Finance and Principal
Accounting Officer since September 2004.  Prior to September 2004, Mr.
Demeritt was a Manager with Vitale Caturano & Company, Ltd., an independent
accounting firm where he focused on Sarbanes Oxley
compliance.  Previously, from March 2002 to March 2004 he provided
consulting services to public and private companies where he focused on SEC
filings, evaluation of business processes and acquisition
integration.  During 2001 and 2002 he was Vice President of Financial
Planning & Analysis at Cabot Industrial Trust, a publicly traded real estate
investment trust, which was acquired by CalWest in December
2001.  From October 1995 to December 2000 he was Controller and
Officer of The Meditrust Companies, a publicly traded real estate investment
trust (formerly known as the The La Quinta Companies, which was then acquired by
the Blackstone Group), where he was involved with a number of merger and
financing transactions.  Prior to that, from 1986 to 1995 he had
financial and accounting responsibilities at three other public companies, and
was previously associated with Laventhol & Horwath, an independent
accounting firm from 1983 to 1986.  Mr. Demeritt is a Certified Public
Accountant and holds a Bachelor of Science degree from Babson
College.




William
W. Gribbell, age 49, is an Executive Vice President of FSP Corp. and has as his
primary responsibility the direct equity placement of the Sponsored
REITs.  Prior to the conversion, Mr. Gribbell was an Executive Vice
President of the General Partner.  From 1993 through 1996 he was an
executive officer of Boston Financial.  From 1989 to 1993 Mr. Gribbell
worked at Winthrop Financial Associates.  Mr. Gribbell is a graduate
of Boston University (B.A.).  Mr. Gribbell holds a FINRA Series 7
general securities license.




R.
Scott MacPhee, age 51, is an Executive Vice President of FSP Corp. and has as
his primary responsibility the direct equity placement of the Sponsored
REITs.  Prior to the conversion, Mr. MacPhee was an Executive Vice
President of the General Partner.  From 1993 through 1996 he was an
executive officer of Boston Financial.  From 1985 to 1993 Mr. MacPhee
worked at Winthrop Financial Associates.  Mr. MacPhee attended
American International College.  Mr. MacPhee holds a FINRA Series 7
general securities license.




Janet
Prier Notopoulos, age 61, is an Executive Vice President of FSP Corp. and has
been a Director of FSP Corp. and President of FSP Property Management since
2002.  Ms. Notopoulos has as her primary responsibility the oversight
of the management of the real estate assets of FSP Corp. and its
affiliates.  Prior to the conversion, Ms. Notopoulos was a Vice
President of the General Partner.  Prior to joining the FSP
Partnership in 1997, Ms. Notopoulos was a real estate and marketing consultant
for various clients.  From 1975 to 1983, she was Vice President of
North Coast Properties, Inc., a Boston real estate investment
company.  Between 1969 and 1973, she was a real estate paralegal at
Goodwin, Procter & Hoar.  Ms. Notopoulos is a graduate of
Wellesley College (B.A.) and the Harvard School of Business Administration
(M.B.A).




Scott
H. Carter, age 37, is Executive Vice President, General Counsel and Assistant
Secretary of FSP Corp.   Mr. Carter has been General Counsel
since February 2008.  Mr. Carter joined FSP Corp. in October 2005 as
Senior Vice President, In-house Counsel and was appointed to the position of
Assistant Secretary in May 2006.  Mr. Carter has as his primary
responsibility the management of all of the legal affairs of FSP Corp. and its
affiliates.  Prior to joining FSP Corp. in October 2005, Mr. Carter
was associated with the law firm of Nixon Peabody LLP, which he originally
joined in 1999.  At Nixon Peabody LLP, Mr. Carter concentrated his
practice on the areas of real estate syndication, acquisitions and
finance.  Mr. Carter received a Bachelor of Business Administration
(B.B.A.) degree in Finance and Marketing and a Juris Doctor (J.D.) degree from
the University of Miami.  Mr. Carter is admitted to practice law in
the Commonwealth of Massachusetts.  Mr. Carter’s father, George J.
Carter, serves as President, Chief Executive Officer and a Director of FSP
Corp.





18





With
the exception of John G. Demeritt and Scott H. Carter, each of the above
executive officers has been a full-time employee of FSP Corp. for the past five
fiscal years.




George
J. Carter, Barbara J. Fournier and Janet Notopoulos is each also a director of
each of the following public reporting companies, each of which is a Sponsored
REIT: FSP Galleria North Corp.; FSP Phoenix Tower Corp; FSP 50 South Tenth
Street Corp.; and FSP 303 East Wacker Drive Corp. Each of these directors holds
office in these companies from the time of his or her election until the next
annual meeting and until a successor is elected and qualified, or until such
director's earlier death, resignation or removal.




PART
II




Item
      5.
            Market For
      Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity
Securities




Our
common stock is listed on the NYSE Alternext US under the symbol
“FSP”.  The following table sets forth the high and low sales prices
on the NYSE Alternext US (and the American Stock Exchange prior to its
acquisition by the NYSE Euronext on October 1, 2008) for the quarterly periods
indicated.




Three
      Months
              
              RangeEnded
              
              High
              
              LowDecember
      31, 2008
              
              $      15.00
              
              $        8.13September
      30, 2008
              
              $      14.80
              
              $      11.05June
      30, 2008
              
              $      16.19
              
              $      12.33March
      31, 2008
              
              $      13.63
              
              $      11.40December
      31, 2007
              
              $      18.63
              
              $      14.06September
      30, 2007
              
              $      18.25
              
              $      14.50June
      30, 2007
              
              $      19.75
              
              $      16.06March
      31, 2007
              
              $      21.15
              
              $      18.35




As of February
17, 2009, there were 5,652 holders of record of our common
stock.




On
January 16, 2009, we declared a dividend of $0.19 per share of our common stock
payable to stockholders of record as of January 30, 2009 that was paid on
February 20, 2009.  Set forth below are the distributions per share of
common stock made by FSP Corp. in each quarter since 2007.





Quarter
              Distribution
      Per Share ofEnded
              Common Stock of FSP
      Corp.December
      31, 2008
              $0.19September
      30, 2008
              $0.19June
      30, 2008
              $0.31March
      31, 2008
              $0.31December
      31, 2007
              $0.31September
      30, 2007
              $0.31June
      30, 2007
              $0.31March
      31, 2007
              $0.31





While
not guaranteed, we expect that cash dividends on our common stock comparable to
our most recent quarterly dividend will continue to be paid in the future. See
Part I, Item 1A Risk Factors, “Our level of dividends may fluctuate.”, for
additional information.







19





The
following table provides information about purchases by Franklin Street
Properties Corp. during the quarter ended December 31, 2008 of equity securities
that are registered by the Company pursuant to Section 12 of the Exchange
Act:





ISSUER
PURCHASES OF EQUITY SECURITIES





Period
            (a)
              
              
              
              
              Total
      Number of
              Shares
      (or Units)
              Purchased
      (1) (2)
            (b)
              
              
              
              
              Average
      Price
              Paid
      per Share
              (or
      Unit)
            (c)
              
              Total
      Number of
              Shares
      (or Units)
              Purchased
      as Part
              of
      Publicly
              Announced
      Plans
              or
      Programs
              (1)
      (2)
            (d)
              
              Maximum
      Number (or
              Approximate
      Dollar
              Value)
      of Shares (or
              Units)
      that May Yet Be
              Purchased
      Under the
              Plans
      or Programs
              (1)
      (2)10/01/08-10/31/08
            0
            N/A
            0
            $31,240,46511/01/08-11/30/08
            0
            N/A
            0
            $31,240,46512/01/08-12/31/08
            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 Alternext US, 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.










20





STOCK
PERFORMANCE GRAPH





The
following graph compares the cumulative total stockholder return on the
Company’s common stock between December 31, 2003 and December 31, 2008 with the
cumulative total return of (1) the NAREIT Equity Index, (2) the Standard &
Poor’s 500 Composite Stock Price Index (“S&P 500”) and (3) the Russell 2000
Total Return Index over the same period.  This graph assumes the
investment of $100.00 on December 31, 2003 and assumes that any
distributions are reinvested.











As
      of December 31,2003
            2004
            2005
            2006
            2007
            2008FSP
            $        100
            $        115
            $       144
            $       154
            $       117
            $       125NAREIT
      Equity
            100
            132
            148
            199
            168
            105S&P
      500
            100
            111
            116
            135
            142
            90Russell
      2000
            100
            118
            124
            146
            144
            95





Notes
to Graph:





Because
there was no market for the Company’s common stock prior to its listing on the
American Stock Exchange (now the NYSE Alternext US) on June 2, 2005, the Board
of Directors made a good faith determination of the price per share of Common
Stock as of December 31, 2003 and December 31, 2004 for purposes of the
calculations set forth above.  In order to make the Common Stock price
more comparable to publicly traded indices, the Board of Directors did not apply
any discount to reflect the lack of a trading market.





The
above performance graph and related information shall not be deemed "soliciting
material" or to be "filed" with the Securities and Exchange Commission, nor
shall such information be incorporated by reference into any future filing under
the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended,
except to the extent that we specifically incorporate it by reference into such
filing.







21





Item
      6.
            Selected Financial
      Data




The
following selected financial information is derived from the historical
consolidated financial statements of FSP Corp. This information should be read
in conjunction with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in Item 7 and with FSP Corp.’s consolidated financial
statements and related notes thereto included in Item 8.





Year
      Ended December 31,2008
              
              2007
              
              2006
              
              2005
              
              2004(In
      thousands, except per share amounts)Operating
      Data:Total
      revenue
              $120,416
              
              $126,993
              
              $107,245
              
              $72,470
              
              $65,094Income
      from:Continuing
      operations
              31,959
              
              36,106
              
              41,540
              
              30,137
              
              32,057Discontinued
      operations
              -
              
              1,190
              
              7,951
              
              14,486
              
              15,706Gain
      on sale of properties
              -
              
              23,789
              
              61,438
              
              30,493
              
              -Net
      income
              31,959
              
              61,085
              
              110,929
              
              75,116
              
              47,763Basic
      and diluted income per share:Continuing
      operations
              0.45
              
              0.51
              
              0.62
              
              0.53
              
              0.65Discontinued
      operations
              -
              
              0.01
              
              0.12
              
              0.25
              
              0.31Gain
      on sale of properties
              -
              
              0.34
              
              0.91
              
              0.54
              
              -Total
              0.45
              
              0.86
              
              1.65
              
              1.32
              
              0.96Distributions
      declared pershare
      outstanding (1):
              1.00
              
              1.24
              
              1.24
              
              1.24
              
              1.24







As
      of December 31,2008
                
                2007
                
                2006
                
                2005
                
                2004Balance
      Sheet Data:Total
      assets
                $1,025,433
                
                $1,003,466
                
                $955,317
                
                $677,173
                
                $573,111Total
      liabilities
                176,436
                
                112,848
                
                33,355
                
                15,590
                
                70,023Total
      shareholders' equity
                848,997
                
                890,618
                
                921,962
                
                661,583
                
                503,088




(1)  The 2004, 2005, 2006,
2007 and first half of 2008 quarterly distributions were each in the amount of
$0.31 per share of common stock, or $1.24 on an annual
basis.  Commencing with FSP Corp.’s distribution payable for the
quarter ended September 30, 2008, the amount of the distribution was decreased
from $0.31 per share of common stock to $0.19 per share of common stock
resulting in $1.00 in distributions being paid in 2008.




The 2008, 2006 and 2005 financial
statements reflect acquisition by merger of one, five and four Sponsored REITs,
respectively.  Prior to their acquisition, FSP Corp. held a
non-controlling common stock interest with virtually no economic benefits or
risks in each of these REITs, a preferred stock interest in Park Ten Development
(which was acquired in 2008) and a preferred stock interest in one of the 2006
Target REITs.







22





Item
      7.
            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.  Historical
results and percentage relationships set forth in the 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 Annual Report on Form 10-K 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 “Risk Factors” in Item 1A.  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 Annual Report on Form 10-K 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.




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.







23





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.  During the third and fourth
quarters of 2008, we continued to experience a significant slowing of activity
in, and lower profit contribution from, two transactional components of our
business, investment banking/investment services and property
dispositions.  However, during the third and fourth quarters of 2008,
our real estate operations continued to show steady performance, and we
announced a dividend of $0.19 per share of common stock for the three months
ended September 30, 2008 that was paid on November 20, 2008 and a dividend of
$0.19 per share of common stock for the three months ended December 31, 2008
that was paid on February 20, 2009.





Real
Estate Operations





Our
real estate portfolio was approximately 93% leased as of December 31, 2008 and
2007.  Although approximately 6% of the square footage in our
portfolio was scheduled to expire in 2008, we maintained our 93% occupancy rate
during 2008 primarily as a result of our leasing efforts.  While we
were able to maintain occupancy rates during 2008, 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.  In addition, as 2008 progressed, we noticed an increase
in the costs of leasing in the form of free rent and tenant improvement
allowances in some of our markets.  We believe that this increase in
the costs of leasing is attributable to the current economic downturn, which has
forced landlords to compete for an increasingly diminishing pool of quality
tenants.  We do not expect this trend to reverse itself until demand
for office space increases.





Approximately
11% of the square footage in our portfolio is scheduled to expire in
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, 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 Innsbrook 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 February 20, 2009, no motion to assume or reject the
direct lease had been filed by LandAmerica Financial Group, Inc.  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 30, 2009, then the
total square footage in our portfolio scheduled to expire in 2009 would increase
by approximately 6%, to a total of approximately 17%.





24





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 decreased 61.1% to $57.4 million compared
to $147.5 million in 2007.





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 $47.1 million has been raised as of December 31,
2008.  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 $33.3 million has been raised as
of December 31, 2008.  Both of these private placements are ongoing as
of the beginning 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 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.





Discontinued
Operations and Property Dispositions





During
the year ended December 31, 2008, we sold no properties.  During the
year ended December 31, 2007, we disposed of five office
properties.  The five office properties are located in Greenville,
South Carolina; Alpharetta, Georgia; San Diego, California; Westford,
Massachusetts and Austin, Texas.  During the year ended December 31,
2006, we disposed of one apartment property and five commercial
properties.  The apartment property is located in Katy,
Texas.  The five commercial properties are located in Santa Clara,
California; Fairfax and Herndon, Virginia and North Andover and Peabody,
Massachusetts.  Accordingly, sold properties as of December 31, 2007
are classified as held for sale on our financial statements.  The
operating results for these real estate assets have been reflected as
discontinued operations in the financial statements for the years ended December
31, 2007 and 2006.





We
continue to evaluate our portfolio, and in the future may decide to dispose of
additional properties from time-to-time in the ordinary course of
business.  However, because of the current uncertainty surrounding the
valuation levels for real estate and the current uncertainty in the capital and
debt markets previously discussed, we do not expect the level of disposition
activity to be as significant as it was in 2007 and 2006.








25





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 below. Significant estimates in the consolidated
financial statements include the allowance for doubtful accounts, purchase price
allocations, useful lives of fixed assets and the valuation of the
derivative.





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 estimates
are consistently applied and produce financial information that fairly presents
our results of operations.  Our most critical accounting policies
involve our investments in Sponsored REITs and our investments in real
property.  These policies affect our:





·
            allocation
      of purchase prices;


·
            allowance
      for doubtful accounts;


·
            assessment
      of the carrying values and impairments of long lived
    assets;


·
            useful
      lives of fixed assets;


·
            valuation
      of derivatives;


·
            classification
      of leases; and


·
            revenue
      recognition in the syndication of Sponsored
  REITs.





Allocation
of Purchase Price





We
have historically allocated the purchase prices of properties to land, buildings
and improvements.  Each component of purchase price generally has a
different useful life. For properties acquired subsequent to June 1, 2001, the
effective date of Statement of Financial Accounting Standards (“SFAS”) No. 141
“Business Combinations,” we allocate the value of real estate acquired among
land, buildings, improvements and identified intangible assets and liabilities,
which may consist of the value of above market and below market leases, the
value of in-place leases, and the value of tenant relationships. Purchase price
allocations and the determination of the useful lives are based on management’s
estimates. Under some circumstances we may rely upon studies commissioned from
independent real estate appraisal firms in determining the purchase price
allocations.





Purchase
price allocated to land and building and improvements is based on management’s
determination of the relative fair values of these assets assuming the property
was vacant. Management determines the fair value of a property using methods
similar to those used by independent appraisers. Purchase price allocated to
above market leases is based on the present value (using an interest rate which
reflects the risks associated with the leases acquired) of the difference
between (i) the contractual amounts to be paid pursuant to the in-place leases
and (ii) our estimate of fair market lease rates for the corresponding leases,
measured over a period equal to the remaining non-cancelable terms of the
respective leases.  Purchase price allocated to in-place leases and
tenant relationships is determined as the excess of (i) the purchase price paid
for a property after adjusting existing in-place leases to market rental rates
over (ii) the estimated fair value of the property as if vacant.  This
aggregate value is allocated between in-place lease values and tenant
relationships is based on management’s evaluation of the specific
characteristics of each tenant’s lease; however, the value of tenant
relationships has not been separated from in-place lease value because such
value and its consequence to amortization expense is immaterial for acquisitions
reflected in our financial statements.  Factors considered by us in
performing these analyses include (i) an estimate of carrying costs during the
expected lease-up periods, including real estate taxes, insurance and other
operating income and expenses, and (ii) costs to execute similar leases in
current market conditions, such as leasing commissions, legal and other related
costs.  If future acquisitions result in our allocating material
amounts to the value of tenant relationships, those amounts would be separately
allocated and amortized over the estimated life of the
relationships.








26





Allowance
for bad debts





We
provide an allowance for doubtful accounts based on our estimate of a
tenant’s ability to make future rent payments.  The computation of
this allowance is based in part on the tenants’ payment history and current
credit status.




Impairment





We
periodically evaluate our real estate properties for impairment
indicators.  These indicators may include declining tenant occupancy,
weak or declining tenant profitability, cash flow or liquidity, our decision to
dispose of an asset before the end of its estimated useful life or legislative,
economic or market changes that permanently reduce the value of our
investments.  If indicators of impairment are present, we evaluate the
carrying value of the property by comparing it to its expected future
undiscounted cash flows.  If the sum of these expected future cash
flows is less than the carrying value, we reduce the net carrying value of the
property to the present value of these expected future cash flows. This analysis
requires us to judge whether indicators of impairment exist and to estimate
likely future cash flows.  If we misjudge or estimate incorrectly or
if future tenant profitability, market or industry factors differ from our
expectations, we may record an impairment charge which is inappropriate or fail
to record a charge when we should have done so, or the amount of such charges
may be inaccurate.





Depreciation
Expense





We
compute depreciation expense using the straight-line method over estimated
useful lives of up to 39 years for buildings and improvements, and up to 15
years for personal property.  Costs incurred in connection with
leasing (primarily tenant improvements and leasing commissions) are capitalized
and amortized over the lease period.  The allocated cost of land is
not depreciated.  The value of above or below-market leases is
amortized over the remaining non-cancelable periods of the respective leases as
an adjustment to rental income.  The value of in-place leases,
exclusive of the value of above-market and below-market in-place leases, is also
amortized over the remaining non-cancelable periods of the respective
leases.  If a lease is terminated prior to its stated expiration, all
unamortized amounts relating to that lease are written
off.  Inappropriate allocation of acquisition costs, or incorrect
estimates of useful lives, could result in depreciation and amortization
expenses which do not appropriately reflect the allocation of our capital
expenditures over future periods, as is required by generally accepted
accounting principles.





Derivative
Instruments





We
recognize derivatives on the balance sheet at fair value. Derivatives that do
not qualify, or are not designated as hedge relationships, must be adjusted to
fair value through income. Derivative instruments designated in a hedge
relationship to mitigate exposure to variability in expected future cash flows,
or other types of forecasted transactions, are considered cash flow hedges. Cash
flow hedges are accounted for by recording the fair value of the derivative
instrument on the balance sheet as either an asset or liability. To the extent
hedges are effective, a corresponding amount, adjusted for swap payments, is
recorded in accumulated other comprehensive income within stockholders’ equity.
Amounts are then reclassified from accumulated other comprehensive income to the
income statement in the period or periods the hedged forecasted transaction
affects earnings. Ineffectiveness, if any, is recorded in the income statement.
We periodically review the effectiveness of each hedging transaction, which
involves estimating future cash flows, at least quarterly as required by SFAS
Statement No. 133, or SFAS 133, “Accounting for Derivative Instruments and
Hedging Activities,” as amended by FASB Statement No. 138 “Accounting for
Certain Derivative Instruments and Hedging Activities of an Amendment of FASB
133” and FASB Statement No. 149 “Amendment of Statement 133 on Derivative
Instrument and Hedging Activities.” Derivative instruments designated in a hedge
relationship to mitigate exposure to changes in the fair value of an asset,
liability, or firm commitment attributable to a particular risk, such as
interest rate risk, will be considered fair value hedges under SFAS 133. We
currently have no fair value hedges outstanding. Fair values of derivatives are
subject to significant variability based on changes in interest rates. The
results of such variability could be a significant increase or decrease in our
derivative assets, derivative liabilities, book equity, and/or
earnings.








27





Lease
Classification





Some
of our real estate properties are leased on a triple net basis, pursuant to
non-cancelable, fixed term, operating leases.  Each time we enter a
new lease or materially modify an existing lease we evaluate whether it is
appropriately classified as a capital lease or as an operating
lease.  The classification of a lease as capital or operating affects
the carrying value of a property, as well as our recognition of rental payments
as revenue.  These evaluations require us to make estimates of, among
other things, the remaining useful life and market value of a property, discount
rates and future cash flows.  Incorrect assumptions or estimates may
result in misclassification of our leases.





Revenue
Recognition





We
earn syndication and transaction fees in connection with the syndication of
Sponsored REITs.  This revenue is recognized pursuant to the
provisions of SFAS No. 66 “Accounting for Sales of Real Estate,” and Statement
of Position 92-1 “Accounting for Real Estate Syndication
Income.”  Revenue is recognized provided the criteria for sale
accounting in SFAS No. 66 are met.  Accordingly, we recognize
syndication fees related to commissions when shares of the Sponsored REIT are
sold and the investor’s funds have been transferred from escrow into our
account.  We recognize transaction fees related to loan commitment and
acquisition fees upon an investor closing and the subsequent payment of the
Sponsored REIT’s loan and fees payable to us.  Other transaction fees
are recognized upon the final closing of the syndication of the Sponsored
REIT.





Ownership
of Stock in a Sponsored REIT





Common
stock investments in Sponsored REITs are consolidated while the entity is
controlled by the Company.  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.  Once under the
equity method of accounting, our cost basis is adjusted by its share of the
Sponsored REITs' earnings, if any, prior to completion of the syndication.
Equity in losses or dividends received from Sponsored REITs generally are
recognized as income once the investment balance is reduced to zero, unless
there is an asset held for syndication from the Sponsored REIT
entity.  Equity in losses or distributions received in excess of
investment is recorded as an adjustment to the carrying value of the asset held
for syndication.





We
recognize our share of the operations during the period we consolidate and when
the equity method is appropriate, as opposed to classifying the Sponsored REITs
as discontinued operations, because we earn an ongoing asset and/or property
management fee from Sponsored REITs.  These ongoing fees, in addition
to the influence that we exercise over the Sponsored REIT, constitute a
continuing involvement between the Company and the Sponsored REIT and preclude
treatment as discontinued operations.





We
currently hold preferred stock interest in two Sponsored REITs.  As a
result of our common stock interest and our preferred stock interest in these
two Sponsored REITs, we exercise influence over, but do not control these
entities.  These preferred share investments are accounted for using
the equity method.  Under the equity method of accounting our cost
basis is adjusted by our share of the Sponsored REITs' operations and
distributions received.  We also agreed to vote our preferred shares
in any matter presented to a vote by the stockholders of these Sponsored REITs
in the same proportion as shares voted by other stockholders of the Sponsored
REITs.





These
policies involve significant judgments made based upon our experience, including
judgments about current valuations, ultimate realizable value, estimated useful
lives, salvage or residual value, the ability of our tenants to perform their
obligations to us, current and future economic conditions and competitive
factors in the markets in which our properties are
located.  Competition, economic conditions and other factors may cause
occupancy declines in the future.  In the future we may need to revise
our carrying value assessments to incorporate information which is not now known
and such revisions could increase or decrease our depreciation expense related
to properties we own, result in the classification of our leases as other than
operating leases or decrease the carrying values of our assets.








28





Recent Accounting
Standards





In
September 2006, the Financial Accounting Standards Board (“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, including 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 is 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 Company is currently assessing the potential impact that
the adoption of FSP FAS 157-2 will have on our financial position, results of
operations or cash flows.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities — Including an amendment of FASB
Statement No. 115”, which permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and
liabilities. This Statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007. The adoption of this standard
did not have a material impact the Company’s financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “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 Company is currently assessing the potential impact that
the adoption of SFAS No. 141(R) will have on our 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 Company is currently evaluating the impact of SFAS No. 160
on the Company’s consolidated financial statements.





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.  SFAS No. 161 is effective on January 1, 2009.  The
Company is currently evaluating the impact of SFAS No. 161 on the Company’s
consolidated financial statements.





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.








29





Results
of Operations




Overview:





During
2006 we acquired the five 2006 Target REITs by merger, acquired three additional
properties, made a $4.1 million investment in a Sponsored REIT, sold six
properties and reached an agreement to sell another property, which closed on
January 31, 2007.  During 2007 we acquired one property, made an $82.8
million investment in a Sponsored REIT and sold five
properties.  During 2008 we acquired one property by merger and two
additional properties by direct acquisition.  As a result of this
activity, as of December 31, 2008, we owned 29 properties and had investments in
two non-consolidated REITs.





Mergers
and Acquisitions:





On
February 24, 2006, we acquired one commercial property in Texas, on April 30,
2006 we completed the acquisition by merger of the five 2006 Target REITs, on
June 27, 2006 we acquired a commercial property in Georgia and on December 21,
2006 we acquired a commercial property in Colorado.   On June 13,
2007, we acquired a commercial property in Maryland.  On May 15, 2008,
we completed the acquisition by merger of Park Ten Development, on December 11,
2008 we acquired a commercial property in Missouri and on December 23, 2008 we
acquired a commercial property in Virginia.  The results of operations
for each of the acquired or merged properties are included in our operating
results as of their respective purchase or merger dates.  Increases in
rental revenues and expenses for the year ended December 31, 2008 compared to
the year ended December 31, 2007, or, the year ended December 31, 2007 compared
to the year ended December 31, 2006 are primarily a result of the timing of
these acquisitions and subsequent contribution of these acquired
properties.





Sales
of Real Estate:





The
sales of real estate in 2006 included the following.  On May 24, 2006,
we sold an apartment building in Katy, Texas, and on May 31, 2006 we sold two
commercial properties, one in Santa Clara, California and another in Fairfax,
Virginia.  On August 9, 2006, we sold a commercial property in
Peabody, Massachusetts, on November 16, 2006 we sold a commercial property in
Herndon, Virginia and on December 21, 2006 we sold a commercial property in
North Andover, Massachusetts.  As of December 31, 2006, we classified
a property in Greenville, South Carolina as held-for-sale, which was sold on
January 31, 2007.





Additional
sales of real estate in 2007 included the following.  On June 21,
2007, we sold an office property in Alpharetta, Georgia, and on June 27, 2007 we
sold an office property in San Diego, California, on July 16, 2007 we sold an
office property in Westford, Massachusetts, and on December 20, 2007 we sold an
office property in Austin, Texas.





We
had no sales of real estate in 2008.





The
operating results of the eleven properties sold in 2006 and 2007 are classified
as discontinued operations in our financial statements for all periods
presented.





Investment
Banking:





Revenue
for the investment banking/investment services segment is primarily based on the
gross proceeds from the sale of securities in the syndications of the Sponsored
REITs.  We completed the syndication of two Sponsored REITs with total
gross proceeds of $170.2 million in 2006.  During 2007, we completed
one syndication of a Sponsored REIT and began the process of syndicating another
Sponsored REIT, for which total gross proceeds from both syndications aggregated
$147.5 million in 2007.  During 2008, we started syndication of
another Sponsored REIT.  Total gross proceeds from both syndications
aggregated $57.4 million in 2008 and both are currently in
process.  We believe the decrease of $90.1 million in 2008 compared to
2007 and the decrease of $22.7 million in 2007 compared to 2006 were
attributable to the recent turmoil in the financial, debt and real estate
markets, which is discussed above in “Trends and Uncertainties – Economic
Conditions”.  Revenues and expenses for investment banking/investment
services are directly related to the gross proceeds of these
syndications.








30





Our
acquisition executives continue to work on other property investment
opportunities for our own portfolio and for syndication.  However,
business growth in the syndication area is uncertain at the beginning of
2009.





The
following table shows financial results for the years ended December 31, 2008
and 2007.




(in
      thousands)Revenues:
                      
                      2008
                      
                      
                      2007
                      
                      
                      ChangeRental
                      
                      $
                      111,198
                      
                      
                      $
                      100,961
                      
                      
                      $
                      10,237Related
      party revenue:Syndication
      fees
                      
                      
                      3,766
                      
                      
                      
                      8,986
                      
                      
                      
                      (5,220
                      )Transaction
      fees
                      
                      
                      3,641
                      
                      
                      
                      9,898
                      
                      
                      
                      (6,257
                      )Management
      fees and interest income from loans
                      
                      
                      1,739
                      
                      
                      
                      7,030
                      
                      
                      
                      (5,291
                      )Other
                      
                      
                      72
                      
                      
                      
                      118
                      
                      
                      
                      (46
                      )Total
      revenues
                      
                      
                      120,416
                      
                      
                      
                      126,993
                      
                      
                      
                      (6,577
                      )Expenses:Real
      estate operating expenses
                      
                      
                      28,999
                      
                      
                      
                      26,171
                      
                      
                      
                      2,828Real
      estate taxes and insurance
                      
                      
                      17,740
                      
                      
                      
                      16,535
                      
                      
                      
                      1,205Depreciation
      and amortization
                      
                      
                      30,360
                      
                      
                      
                      29,334
                      
                      
                      
                      1,026Selling,
      general and administrative
                      
                      
                      8,268
                      
                      
                      
                      7,466
                      
                      
                      
                      802Commissions
                      
                      
                      2,151
                      
                      
                      
                      4,737
                      
                      
                      
                      (2,586
                      )Interest
                      
                      
                      4,921
                      
                      
                      
                      7,684
                      
                      
                      
                      (2,763
                      )Total
      expenses
                      
                      
                      92,439
                      
                      
                      
                      91,927
                      
                      
                      
                      512Income
      before interest income, equity in earnings (losses)of
      non-consolidated REITs and taxes on income
                      
                      
                      27,977
                      
                      
                      
                      35,066
                      
                      
                      
                      (7,089
                      )Interest
      income
                      
                      
                      745
                      
                      
                      
                      2,377
                      
                      
                      
                      (1,632
                      )Equity
      in earnings (losses) of non-consolidated REITs
                      
                      
                      2,747
                      
                      
                      
                      (464
                      )
                      
                      
                      3,211Income
      before taxes on income
                      
                      
                      31,469
                      
                      
                      
                      36,979
                      
                      
                      
                      (5,510
                      )Taxes
      on income
                      
                      
                      (490
                      )
                      
                      
                      873
                      
                      
                      
                      (1,363
                      )Income
      from continuing operations
                      
                      
                      31,959
                      
                      
                      
                      36,106
                      
                      
                      
                      (4,147
                      )Discontinued
      operations:Income
      from discontinued operations
                      
                      
                      -
                      
                      
                      
                      1,190
                      
                      
                      
                      (1,190
                      )Gain
      on sale of properties, less applicable income tax
                      
                      
                      -
                      
                      
                      
                      23,789
                      
                      
                      
                      (23,789
                      )Total
      discontinued operations
                      
                      
                      -
                      
                      
                      
                      24,979
                      
                      
                      
                      (24,979
                      )Net
      income
                      
                      $
                      31,959
                      
                      
                      $
                      61,085
                      
                      
                      $
                      (29,126
                      )










31





Comparison
of the year ended December 31, 2008 to the year ended December 31,
2007




Revenues




Total
revenues decreased by $6.6 million to $120.4 million for the year ended December
31, 2008, as compared to $127.0 million for the year ended December 31,
2007.  The decrease was primarily a result of:




o
            A
      $11.5 million decrease in syndication and transaction (loan commitment)
      fees, which was principally a result of the decrease in gross syndication
      proceeds for the year ended December 31, 2008 compared to the same period
      in 2007.


o
            A
      $5.3 million decrease in interest income from loans, which was principally
      a result of lower interest income earned from lower average loan balances
      during the year ended December 31, 2008 as compared to the same period in
      2007.  This interest income is derived from mortgage loans on
      the properties in syndication.  The impact of this decrease was
      slightly greater as a result of lower interest rates charged during 2008
      compared to 2007.





These
decreases were partially offset by:





o
            An
      increase to rental revenue of approximately $10.2 million from real estate
      arising primarily from the acquisitions of the following properties: a
      property in Maryland in June 2007, a property in Texas in May 2008, a
      property in Missouri in December 2008 and a property in Virginia in
      December 2008.





Expenses





Total
expenses were $92.4 million for the year ended December 31, 2008, or an increase
of $0.5 million compared to the year ended December 31, 2007.  The
increase was primarily a result of:





o
            The
      increase in real estate operating expenses, real estate taxes and
      insurance costs of $4.0 million, and depreciation of $1.0 million, which
      were primarily a result of the acquisitions discussed
    above.


o
            An
      increase in selling, general and administrative expenses of approximately
      $0.8 million for the year ended December 31, 2008, which was primarily a
      result of the cost of new employees hired in the last year, and increases
      in discretionary bonuses and professional fees.  We had 41 and
      38 employees as of December 31, 2008 and 2007 at our headquarters in
      Wakefield.





These
increases were partially offset by:





o
            A
      decrease in interest expense of $2.8 million resulting primarily from a
      lower average loan balance outstanding during the year ended December 31,
      2008 compared to the year ended December 31, 2007, and to a lesser extent
      lower interest rates in 2008 compared to
2007.


o
            A
      decrease in commission expenses of $2.6 million, which was principally a
      result of the decrease in gross syndication proceeds for the year ended
      December 31, 2008 compared to the year ended December 31,
      2007.





Interest
income





Interest
income decreased $1.6 million to $0.7 million for the year ended December 31,
2008 compared to the year ended December 31, 2007, which was primarily a result
of a lower interest rates and a lower average balance of cash between 2008 and
2007.





Equity in earnings (losses)
of non-consolidated REITs





Equity
in earnings (losses) of non-consolidated REITs increased approximately $3.2
million to $2.7 million for the year ended December 31, 2008 compared to losses
of $0.5 million for the year ended December 31, 2007, which was principally a
result of income attributed to us from our investment in East
Wacker.





32





Taxes on
income





Taxes
on income decreased $1.4 million for the year ended December 31, 2008 compared
to the year ended December 31, 2007.  The decrease was primarily due
to lower taxable income from the investment banking and investment services
business in the 2008 period compared to 2007, which was principally a result of
the decrease in gross syndication proceeds from 2008 compared to
2007.  During both periods in 2008 and 2007, we had an effective tax
rate of 40.3%.  We expect an effective tax rate of approximately 40.3%
for our taxable REIT subsidiary in the future.





Income from continuing
operations





The
resulting income from continuing operations for the year ended December 31, 2008
compared to the year ended December 31, 2007 decreased $4.1 million to $32.0
million for the reasons discussed above.





Discontinued operations and
gain on sale of assets





During
2008, we did not sell any properties.  During 2007, we sold five
properties which are reported as discontinued operations on our financial
statements for the year ended December 31, 2007.  Income from
discontinued operations was $1.2 million for the year ended December 31,
2007.





During
the year ended December 31, 2007, we reported $23.8 million as gain on sale of
assets, which is summarized in the tables below:





(dollars
      in thousands)
                  
                  
                  
                  NetCity/
                  Property
                  Date
      of
                  SalesProperty
      Address
                  State
                  Type
                  Sale
                  Proceeds
                  
                  Gain33
      & 37 Villa Road
                  Greenville,
      SC
                  Office
                  January
      31, 2007
                  $          5,830
                  
                  $                -11680
      Great Oaks Way
                  Alpharetta,
      GA
                  Office
                  June
      21, 2007
                  32,535
                  
                  6,60117030
      Goldentop Road
                  San
      Diego, CA
                  Office
                  June
      27, 2007
                  36,199
                  
                  14,74110
      Lyberty Way
                  Westford,
      MA
                  Office
                  July
      16, 2007
                  10,861
                  
                  1,94211211
      Taylor Draper Lane
                  Austin,
      TX
                  Office
                  December
      20, 2007
                  10,429
                  
                  257Settlement
      of escrows onprior
      property sales
                  
                  
                  
                  248
                  
                  248Net
      Sales Proceeds and Gainon
      sales of real estate
                  
                  
                  
                  $        96,102
                  
                  $        23,789





Net
Income




The
resulting net income for the year ended December 31, 2008 was $32.0 million
compared to net income of $61.1 million for the year ended December 31,
2007.







33





The
following table shows financial results for the years ended December 31, 2007
and 2006.




(in
      thousands)Revenues:
                      
                      2007
                      
                      
                      2006
                      
                      
                      ChangeRental
                      
                      $
                      100,961
                      
                      
                      $
                      83,147
                      
                      
                      $
                      17,814Related
      party revenue:Syndication
      fees
                      
                      
                      8,986
                      
                      
                      
                      10,693
                      
                      
                      
                      (1,707
                      )Transaction
      fees
                      
                      
                      9,898
                      
                      
                      
                      11,262
                      
                      
                      
                      (1,364
                      )Management
      fees and interest income from loans
                      
                      
                      7,030
                      
                      
                      
                      2,083
                      
                      
                      
                      4,947Other
                      
                      
                      118
                      
                      
                      
                      60
                      
                      
                      
                      58Total
      revenues
                      
                      
                      126,993
                      
                      
                      
                      107,245
                      
                      
                      
                      19,748Expenses:Real
      estate operating expenses
                      
                      
                      26,171
                      
                      
                      
                      19,045
                      
                      
                      
                      7,126Real
      estate taxes and insurance
                      
                      
                      16,535
                      
                      
                      
                      12,282
                      
                      
                      
                      4,253Depreciation
      and amortization
                      
                      
                      29,334
                      
                      
                      
                      20,893
                      
                      
                      
                      8,441Selling,
      general and administrative
                      
                      
                      7,466
                      
                      
                      
                      8,518
                      
                      
                      
                      (1,052
                      )Commissions
                      
                      
                      4,737
                      
                      
                      
                      5,522
                      
                      
                      
                      (785
                      )Interest
                      
                      
                      7,684
                      
                      
                      
                      2,449
                      
                      
                      
                      5,235Total
      expenses
                      
                      
                      91,927
                      
                      
                      
                      68,709
                      
                      
                      
                      23,218Income
      before interest income, equity in earnings (losses)of
      non-consolidated REITs and taxes on income
                      
                      
                      35,066
                      
                      
                      
                      38,536
                      
                      
                      
                      (3,470
                      )Interest
      income
                      
                      
                      2,377
                      
                      
                      
                      2,998
                      
                      
                      
                      (621
                      )Equity
      in earnings (losses) of non-consolidated REITs
                      
                      
                      (464
                      )
                      
                      
                      845
                      
                      
                      
                      (1,309
                      )Income
      before taxes on income
                      
                      
                      36,979
                      
                      
                      
                      42,379
                      
                      
                      
                      (5,400
                      )Taxes
      on income
                      
                      
                      873
                      
                      
                      
                      839
                      
                      
                      
                      34Income
      from continuing operations
                      
                      
                      36,106
                      
                      
                      
                      41,540
                      
                      
                      
                      (5,434
                      )Discontinued
      operations:Income
      from discontinued operations
                      
                      
                      1,190
                      
                      
                      
                      7,951
                      
                      
                      
                      (6,761
                      )Gain
      on sale of properties, less applicable income tax
                      
                      
                      23,789
                      
                      
                      
                      61,438
                      
                      
                      
                      (37,649
                      )Total
      discontinued operations
                      
                      
                      24,979
                      
                      
                      
                      69,389
                      
                      
                      
                      (44,410
                      )Net
      income
                      
                      $
                      61,085
                      
                      
                      $
                      110,929
                      
                      
                      $
                      (49,844
                      )





Comparison
of the year ended December 31, 2007 to the year ended December 31,
2006




Revenues




Total
revenues increased by $19.8 million to $127.0 million for the year ended
December 31, 2007, as compared to $107.2 million for the year ended December 31,
2006.  The increase was primarily a result of:




o
            An
      increase to rental revenue of approximately $17.8 million from real estate
      arising from the acquisitions of the following properties: a property in
      Texas during February 2006, the five 2006 Target REITs by merger on April
      30, 2006, a property in Georgia in June 2006, a property in Colorado in
      December 2006 and a property in Maryland in June 2007.  The
      increase was net of a $7.2 million decrease in lease termination payments
      received.  During the year ended December 31, 2007, we received
      lease termination fee income of $253,000 compared to approximately $7.5
      million received from three tenants during the year ended December 31,
      2006.





34





o
            An
      increase in management fees and interest income from loans of
      approximately $4.9 million, which was principally a result of interest
      income from larger average loan balances during the year ended December
      31, 2007 as compared to the same period in 2006 for the mortgage loans on
      the properties in syndication.  The impact of this increase was
      slightly greater as a result of higher interest rates charged during 2007
      compared to 2006.





These
increases were partially offset by:





o
            A
      $3.0 million decrease in syndication and transaction (loan commitment)
      fees, which was principally a result of the decrease in gross syndication
      proceeds for the year ended December 31, 2007 compared to the same period
      in 2006.





Expenses





Total
expenses were $91.9 million for the year ended December 31, 2007, or an increase
of $23.2 million compared to the year ended December 31, 2006.  The
increase was primarily a result of:





o
            The
      increase in real estate operating expenses, real estate taxes and
      insurance costs of $11.4 million, and depreciation of $8.4 million, which
      were primarily a result of the acquisitions and mergers discussed
      above.


o
            An
      increase in interest expense of $5.2 million resulting primarily from a
      higher average loan balance outstanding during the year ended December 31,
      2007 compared to the year ended December 31, 2006, and slightly higher
      interest rates in 2007 compared to
2006.





These
increases were partially offset by:





o
            A
      decrease in selling, general and administrative expenses of approximately
      $1.0 million for the year ended December 31, 2007, which was primarily a
      result of a decrease in discretionary bonuses.  We had 38
      employees as of December 31, 2007 and 2006 at our headquarters in
      Wakefield.


o
            A
      decrease in commission expense of $0.8 million, which was principally a
      result of the decrease in gross syndication proceeds for the year ended
      December 31, 2007 compared to the year ended December 31,
      2006.





Interest
income





Interest
income decreased $0.6 million to $2.4 million for the year ended December 31,
2007 compared to the year ended December 31, 2006, which was primarily a result
of a lower average balance of cash, which was partially offset by slightly
higher interest rates earned on balances of cash, cash equivalents and other
investments between 2007 and 2006.





Equity in earnings (losses)
of non-consolidated REITs





Equity
in earnings (losses) of non-consolidated REITs decreased approximately $1.3
million to losses of $0.5 million for the year ended December 31, 2007 compared
to the year ended December 31, 2006, which was principally a result of losses
attributed to us from the syndications in process during 2007, as compared to
income during the year ended December 31, 2006 from syndications and
non-consolidated investments.





Taxes on
income





Total
taxes on income remained relatively consistent for the year ended December 31,
2007 compared to for the year ended December 31, 2006.  There was an
increase of approximately $226,000 in 2007 related to a new business tax enacted
by the State of Texas based on the operations of our properties in Texas which
was offset by approximately $192,000 less taxes primarily due to lower taxable
income from the investment banking services.  The decrease in
investment banking services in the 2007 period compared to 2006 was principally
a result of a decrease in gross syndication proceeds from 2007 compared to
2006.  During both periods in 2007 and 2006, we had an effective tax
rate of 40.3% for our taxable REIT subsidiary performing investment banking
services.  We expect an effective tax rate of approximately 40.3% for
our taxable REIT subsidiary in the future.








35





Income from continuing
operations





The
resulting income from continuing operations for the year ended December 31, 2007
compared to the year ended December 31, 2006 decreased $5.4 million to $36.1
million for the reasons discussed above.





Discontinued operations and
gain on sale of assets





During
2006, we sold six properties and classified one property in Greenville, South
Carolina as held for sale, which was sold on January 31, 2007.  During
2007, we completed the sale of the property in Greenville, South Carolina and
sold four additional properties.  Accordingly, the eleven properties
sold are reported as discontinued operations on our financial statements for the
relevant periods presented.  Income from discontinued operations was
$1.2 million and $7.9 million for the years ended December 31, 2007 and 2006,
respectively.





During
the year ended December 31, 2007 we reported $23.8 million as gain on sale of
assets and for the year ended December 31, 2006 we reported $61.4 million as net
gains on the sale of assets, which are summarized in the tables
below:





(dollars
      in thousands)
              
              
              
              NetCity/
              Property
              Date
      of
              SalesProperty
      Address
              State
              Type
              Sale
              Proceeds
              
              Gain33
      & 37 Villa Road
              Greenville,
      SC
              Office
              January
      31, 2007
              $        5,830
              
              $              -11680
      Great Oaks Way
              Alpharetta,
      GA
              Office
              June
      21, 2007
              32,535
              
              6,60117030
      Goldentop Road
              San
      Diego, CA
              Office
              June
      27, 2007
              36,199
              
              14,74110
      Lyberty Way
              Westford,
      MA
              Office
              July
      16, 2007
              10,861
              
              1,94211211
      Taylor Draper Lane
              Austin,
      TX
              Office
              December
      20, 2007
              10,429
              
              257Settlement
      of escrows onprior
      property sales
              
              
              
              248
              
              248Net
      Sales Proceeds and Gainon
      sales of real estate
              
              
              
              $      96,102
              
              $     23,789










36




(in thousands)
                          
                          
                          
                          NetCity/
                          Property
                          Date
      of
                          SalesProperty
      Address
                          State
                          Type
                          Sale
                          Proceeds
                          
                          Gain/(Loss)22400
      Westheimer Parkway
                          Katy,
      TX
                          Apartment
                          May
      24, 2006
                          $         18,204
                          
                          $          2,3734995
      Patrick Henry Drive
                          Santa
      Clara, CA
                          Office
                          May
      31, 2006
                          8,188
                          
                          1,55712902
      Federal Systems Park Drive
                          Fairfax,
      VA
                          Office
                          May
      31, 2006
                          61,412
                          
                          24,240One
      Technology Drive
                          Peabody,
      MA
                          Industrial
                          August
      9, 2006
                          15,995
                          
                          6,3662251
      Corporate Park Drive
                          Herndon,
      VA
                          Office
                          November
      16, 2006
                          58,022
                          
                          27,941451
      Andover Street&
      203 Turnpike Street
                          North
      Andover, MA
                          Office
                          December
      21, 2006
                          11,362
                          
                          3,810Net
      Sales Proceeds and Gainon
      sales of real estate
                          
                          
                          
                          $       173,183
                          
                          66,287Provision
      for loss onproperty
      held for sale:33
      & 37 Villa Road
                          Greenville,
      SC
                          Office
                          January
      31, 2007
                          
                          
                          (4,849)$        61,438





Net
Income




The
resulting net income for the year ended December 31, 2007 was $61.1 million
compared to net income of $110.9 million for the year ended December 31,
2006.







37





Liquidity
and Capital Resources





Cash
and cash equivalents were $29.2 million and $47.0 million at December 31, 2008
and 2007, respectively. This decrease of $17.8 million is attributable to $64.3
million provided by operating activities less $68.6 million used by investing
activities and $13.5 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 of $64.3 million is primarily
attributable to net income of $32.0 million excluding non-cash activity,
consisting primarily of depreciation and amortization of $34.7 million less
straight-line rent of $1.4 million; less equity in income from non-consolidated
REITs of $2.7 million; plus dividends received from non-consolidated REITs of
$5.3 million and less payment of deferred leasing commissions of approximately
$3.4 million.





Investing
Activities





Our
cash used by investing activities of $68.6 million is attributable to uses of
$78.4 million for acquisitions and additions to real estate investments and
office equipment, including our acquisition by merger of Park Ten Development on
May 15, 2008, a property in Missouri on December 11, 2008 and a property in
Virginia on December 23, 2008, and to a lesser extent tenant improvements and
office equipment; a use of approximately $1.1 million for a loan made to a
Sponsored REIT that is classified in other assets on our balance sheet and a use
of $1.3 million for a deposit on a property that we had under a purchase and
sale agreement.  These uses were partially offset by approximately
$12.2 million of proceeds received from the syndications in process with FSP
Grand Boulevard Corp. and FSP 385 Interlocken Development Corp.





Financing
Activities





Our
cash used by financing activities of $13.5 million is attributable to
approximately $70.5 million of distributions to shareholders plus net repayments
on borrowings under our Revolver of $17.3 million and $0.7 million of deferred
financing cost.  These uses were partially offset by fully borrowings
our $75 million Term Loan.





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 December 31,
2008) or a rate equal to LIBOR plus 100 basis points (1.5% at December 31,
2008).  There were borrowings of $67,468,000 and $84,750,000 at the
LIBOR plus 100 basis point rate at a weighted average rate of 2.39% and 6.2%
outstanding under the Revolver at December 31, 2008 and 2007,
respectively.  There was no balance outstanding at December 31,
2006.  The weighted average interest rate on amounts outstanding at
December 31, 2008 and 2007 was approximately 3.61% and 6.51%,
respectively.  As of December 31, 2008, 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
capital expenditures and other costs which would be repaid from long-term
financing of the property, cash flows from the property or a capital
event.








38





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 December 31, 2008, we were in compliance with all
bank covenants under the Term Loan.





Equity
Securities





As
of December 31, 2008, 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
revolving line of credit secured by a mortgage.  As of December 31,
2008, we were committed to fund up to $27.5 million to three Sponsored REITs
under such arrangements for the purpose of funding capital expenditures and
leasing costs of which $1,125,000 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 December 31, 2008 and 2007, we had one asset held for syndication for a
property in Kansas City, Missouri.  As of December 31, 2006, there
were no assets held for syndication.





Assets
Held for Sale





As
of December 31, 2008 and 2007, there were no assets held for
sale.  During 2006 an agreement was reached to sell a commercial
property in Greenville, South Carolina at a loss.  The property was
sold on January 31, 2007.  Accordingly, this property was recorded at
its approximate net sales price with other properties sold in 2007.





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.   During 2007, we commenced the syndication of FSP Grand
Boulevard Corp. and completed the syndications of FSP 50 South Tenth Street
Corp. and FSP 303 East Wacker Drive Corp.  As part of the syndication
of FSP 303 East Wacker Drive Corp., we purchased the final 965.75 shares of its
preferred stock for approximately $82.8 million on December 27, 2007,
representing approximately a 43.7% interest.








39





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 $3.6 million was drawn in January 2009 and is
outstanding.  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.  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.  Advances under the Highland Revolver bear
interest at a rate equal to the 30 day LIBOR rate plus 200 basis
points.  The Phoenix Revolver, the Waterford Revolver and the Highland
Revolver were made to fund capital expenditures, costs of leasing and for other
purposes and each is secured by a mortgage on the underlying
property.  We anticipate that any advances made under the Phoenix
Revolver, the Waterford Revolver and the Highland Revolver will be repaid at
their maturity or earlier from long-term financings of the underlying
properties, cash flows from the underlying properties or 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 this Annual Report on Form 10-K for the year ended
December 31, 2008.





Other
Considerations





We
generally pay the ordinary annual operating expenses of our properties from the
rental revenue generated by the properties.  For the years ended
December 31, 2008 and 2007, the rental income exceeded the expenses for each
individual property, with the exception of a property located in Westford,
Massachusetts, which we sold on July 16, 2007, a property located in Federal
Way, Washington and a property located in San Jose, California.  The
Westford, Massachusetts property had operating expenses of approximately
$190,000 for the six and one-half month period ending through July 16, 2007 on
which date the property was sold.




·
            The
      property at Federal Way, Washington had a single tenant lease, which
      expired September 14, 2006.  During 2007, we signed leases with
      two tenants for approximately 12% of the space, which generated rental
      income of $128,000 and had operating expenses of $614,000 during the year
      ended December 31, 2007.  During 2008, we signed another tenant
      to a lease and the three tenants now account for approximately 14% of the
      space, which generated rental income of $335,000 and had operating
      expenses of $592,000 during the year ended December 31,
    2008.




·
            During
      2007, the San Jose, California property had one tenant in the building
      occupying approximately 19% of the rentable square footage of the
      property.  We had rental income of $422,000 during the year
      ended December 31, 2007 from the tenant in place and the property had
      operating expenses of $478,000 for the year ended December 31,
      2007.  In December 2007, we signed a lease that commenced in
      2008 with another tenant for approximately 62% of the rentable square
      footage of the property.  As a result of the lease signed in
      December 2007, the property had rental income that exceeded expenses
      during the year ended December 31,
2008.







40





Rental
Income Commitments





Our
commercial real estate operations include the leasing of office buildings and
industrial properties subject to leases with terms greater than one
year.  The leases thereon expire at various dates through
2019.  Approximate future minimum rental income from non-cancelable
operating leases as of December 31, 2008 is:





(in
      thousands)
                      
                      Year
      ended
                        December
      31,2009
                      
                      $
                      88,9482010
                      
                      
                      76,1512011
                      
                      
                      64,2062012
                      
                      
                      53,4532013
                      
                      
                      45,090Thereafter
      (2014-2020)
                      
                      
                      108,211$
                      436,059





Contractual
Obligations




The
following table sets forth our contractual obligations as of December 31,
2008.





Contractual
                                Obligations
                              Payment
      due by period(in
      thousands)Total
                              2009
                              2010
                              2011
                              2012
                              2013
                              2014Revolver
                              $      67,468
                              $      67,468
                              $            -
                              $            -
                              $            -
                              $            -
                              $            -Term
      Loan
                              75,000
                              -
                              150
                              74,850
                              -
                              -
                              -Operating Leases
                              532
                              336
                              196
                              -
                              -
                              -
                              -Total
                              $    143,000
                              $      67,804
                              $         346
                              $    74,850
                              $            -
                              $            -
                              $            -





The
operating leases in the table above consist of our lease of corporate office
space, which was amended in 2007, expires on July 31, 2010 and has one 3-year
renewal option.  The lease includes a base annual rent and additional
rent for our share of taxes and operating costs.




From
time to time, we may provide financing to Sponsored REITs in the form of a
revolving line of credit secured by a mortgage.  As of December 31,
2008, we were committed to fund up to $27.5 million to three Sponsored REITs
under such arrangements for the purpose of funding capital expenditures and
leasing costs of which $1,125,000 has been drawn and is
outstanding.







41





Off-Balance Sheet
Arrangements




Investments
in Sponsored REITs





As
part of our business model we organize single-purpose entities that own real
estate, purchases of which are financed through the private placement of equity
in those entities, typically through syndication. We call these entities
Sponsored REITs, and they are operated in a manner intended to qualify as real
estate investment trusts.  We earn fees related to the sale of
preferred stock in the Sponsored REITs in these syndications.  The
Sponsored REITs issue both common stock and preferred stock. The common stock is
owned solely by FSP Corp. Generally the preferred stock is owned by unaffiliated
investors, however, we acquired an interest in preferred shares of four
Sponsored REITs.  In addition, directors and officers of FSP Corp.,
have from time to time invested in Sponsored REITs and may do so again in the
future.  Following consummation of the offerings, the preferred
stockholders in each of the Sponsored REITs are entitled to 100% of the
Sponsored REIT’s cash distributions.  Subsequent to the completion of
the offering of preferred shares, except for the preferred stock we own, we do
not share in any of the Sponsored REIT’s earnings, or any related dividend, and
the common stock ownership interests have virtually no economic benefit or
risk.  Prior to the completion of the offering of preferred shares, we
share in a Sponsored REIT’s earnings (and related dividends) to the extent of
our ownership interest in the Sponsored REIT.





As
a common stockholder, upon completion of the syndication, we have no rights to
the Sponsored REIT’s earnings or any related cash
distributions.  However, upon liquidation of a Sponsored REIT, we are
entitled to our percentage interest as a common stockholder in any proceeds
remaining after the preferred stockholders have recovered their
investment.  Our percentage interest in each Sponsored REIT is less
than 0.1%.  The affirmative vote of the holders of a majority of the
Sponsored REIT’s preferred stockholders is required for any actions involving
merger, sale of property, amendment to charter or issuance of additional capital
stock.  In addition, all of the Sponsored REITs allow the holders of
more than 50% of the outstanding preferred shares to remove (without cause) and
replace one or more members of that Sponsored REIT’s board of
directors.





Common
stock investments in Sponsored REITs are consolidated while the entity is
controlled by us.  Following the commencement of syndication we
exercise influence over, but do not control these entities and investments are
accounted for using the equity method.  Under the equity method of
accounting, the cost basis is increased by its share of the Sponsored REITs'
earnings, if any, prior to completion of the syndication. Equity in losses of
Sponsored REITs is not recognized to the extent that the investment balance
would become negative and distributions received are recognized as income once
the investment balance is reduced to zero, unless there are assets held for
syndication from the Sponsored REIT entity.  Equity in losses or
distributions received in excess of investment is recorded as an adjustment to
the carrying value of the asset held for syndication.




We
have acquired a preferred stock interest in four Sponsored REITs, including one
that the Company acquired by merger on April 30, 2006, which was accounted for
as a purchase, and the acquired assets and liabilities were recorded at their
fair value, and, another that we acquired on May 15, 2008 by cash
merger.  As a result of our common stock interest and our preferred
stock interest in the remaining two Sponsored REITs, we exercise influence over,
but do not control these entities.  These preferred share investments
are accounted for using the equity method.  Under the equity method of
accounting our cost basis is adjusted by our share of the Sponsored REITs'
operations and distributions received.  We also agreed to vote our
preferred shares in any matter presented to a vote by the stockholders of these
Sponsored REITs in the same proportion as shares voted by other stockholders of
the Sponsored REITs.




At
December 31, 2008, we held a common stock interest in 12 Sponsored REITs, 10 of
which were fully syndicated and from which we no longer share economic benefit
or risk.  The two that were not fully syndicated at December 31, 2008
include one that commenced in September 2007, and another that commenced in June
2008.  The value of the entities that were not fully syndicated was
approximately $13.3 million and was shown on the consolidated balance sheets as
assets held for syndication.  At December 31, 2007, we held a common
stock interest in 12 Sponsored REITs, 11 of which were fully syndicated and from
which we no longer share economic benefit or risk.  One syndication
commenced in September 2007 and was not completed by December 31, 2007. The
value of the entity that was not fully syndicated was approximately $26.3
million and was shown on the consolidated balance sheets as an asset held for
syndication.  At December 31, 2006, we held a common stock interest in
ten Sponsored REITs, nine of which were fully syndicated, and one was
substantially syndicated, from which we no longer share economic benefit or
risk.








42





The
table below shows our income and expenses from Sponsored
REITs.  Management fees of $20,000 and $2,000 for the years ended
December 31, 2007 and 2006, respectively, and interest expense related to the
Company’s mortgage on properties is eliminated in
consolidation.  There was no income or expenses from Sponsored REITs
that were consolidated during the year ended December 31, 2008.





Year
      Ended December 31,(in
      thousands)
                    
                    2007
                    
                    
                    2006Operating
      Data:Rental
      revenues
                    
                    $
                    3,510
                    
                    
                    $
                    1,416Operating
      and maintenance expenses
                    
                    
                    1,834
                    
                    
                    
                    636Depreciation
      and amortization
                    
                    
                    855
                    
                    
                    
                    326Interest
      expense: permanent mortgage loan
                    
                    
                    179
                    
                    
                    
                    -Interest
      expense: acquisition loan
                    
                    
                    1,448
                    
                    
                    
                    597Interest
      income
                    
                    
                    51
                    
                    
                    
                    22$
                    (755
                    )
                    
                    $
                    (121
                    )





During
the year ended December 31, 2008, we recorded equity in income from two
Sponsored REITs following commencement of the syndication of $211,000 and during
the year ended December 31, 2007, we recorded equity in losses from two
Sponsored REITs following the commencement of syndication of $627,000 and during
the year ended December 31, 2006 we recorded equity in income from Sponsored
REITs following the commencement of syndication of $664,000.







43





Item
      7A.
            Quantitative and
      Qualitative Disclosures About Market
  Risk.




Market
Rate Risk





We
are exposed to changes in interest rates primarily from our floating rate
borrowing arrangements.  We use interest rate derivative instruments
to manage exposure to interest rate changes.  As of December 31, 2008
and 2007, if market rates on borrowings under our Revolver increased
by 10% at maturity, or approximately 24 and 62 basis points, respectively, over
the current variable rate, the increase in interest expense would decrease
future earnings and cash flows by $0.2 million and $0.5 million annually. The
interest rate on our Revolver as of December 31, 2008 was LIBOR plus 100 basis
points.  We do not believe that the interest rate risk represented
by borrowings under our Revolver is material as of December 31,
2008.





Our
Term Loan of $75 million bears interest at a variable rate of LIBOR plus
200 basis points, with a 2% floor on LIBOR, which was fixed at 5.84% annum for
its initial three year term with an interest rate swap agreement, and
therefore, the fair value of this instrument is affected by changes in market
interest rates. We believe that we have mitigated interest rate risk with
respect to the Term Loan through the interest rate swap agreement for the
initial three year term of the loan. This interest rate swap agreement was our
only derivative instrument as of December 31, 2008.




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. Upon maturity, our future income, cash flows and fair values relevant
to financial instruments will be dependent upon the balance then outstanding and
prevalent market interest rates.





The
table below lists our derivative instrument, which is hedging variable cash
flows related to interest on our Term Loan as of December 31, 2008 (in
thousands):




Asset
              Hedged
            
            Benchmark
              Rate
            
            Notional
              Value
            
            Strike
              Rate
            
            Effective
              Date
            
            Expiration
              Date
            
            Fair
              ValueInterest
      Rate Swap
            
            Term
      Loan
            
            LIBOR
            
            $
            75,000
            
            5.840%
            
            10/2008
            
            10/2011
            
            $
            (3,099
            )





Our
Term Loan hedging transaction used a derivative instrument that involves
certain additional risks such as counterparty credit risk, the enforceability of
hedging contracts and the risk that unanticipated and significant changes in
interest rates will cause a significant loss of basis in the contract. The
counterparty to our derivative arrangement is RBS Citizens, N.A., which has a
senior unsecured debt credit rating of Aa3 by Moody’s. As a result, we do not
anticipate that the counterparty will fail to meet its obligations. However,
there can be no assurance that we will be able to adequately protect against the
foregoing risks or that will ultimately realize an economic benefit
that exceeds the related amounts incurred in connection with engaging in such
hedging strategies.




The
Revolver matures in August 2011 and has a variable rate of
interest.  Upon maturity, our future income, cash flows and fair
values relevant to financial instruments will be dependent upon the balance then
outstanding and prevalent market interest rates.




We
borrow from time-to-time under the Revolver.  These borrowings bear
interest at the bank’s base rate (3.25% at December 31, 2008) or a 30 day LIBOR
plus 100 basis points (1.5% at December 31, 2008), as elected by us when
requesting funds.  Generally the borrowings are for 30 day LIBOR plus
100 Basis points.  There were borrowings totaling $67,468,000 and
$84,750,000 in the aggregate at the 30 day LIBOR plus 100 basis point rate,
representing a weighted average rate of 2.39% and 6.2% outstanding under the
Revolver at December 31, 2008 and 2007, respectively.  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.  Generally interim mortgage loans bear interest at the same
variable rate payable by us under our line of credit.  We also may
draw on the Revolver to fund advances we may make under three revolving line of
credit facilities we made with Sponsored REITs.







44





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 $3.6 million was drawn in January 2009
and is outstanding.  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.  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 to a Sponsored REIT, FSP Highland Place I Corp., of which
$1,125,000 has been drawn and is outstanding.  Advances
under the Highland Revolver bear interest at a rate equal to the 30 day LIBOR
rate plus 200 basis points.  We therefore believe that we have
mitigated our interest rate risk with respect to our borrowings that are used to
make loans to our Sponsored REITs, including the Phoenix Revolver,
the Waterford Revolver and the Highland Revolver.  The Phoenix
Revolver, the Waterford Revolver and the Highland Revolver were made to fund
capital expenditures, costs of leasing and for other purposes and each is
secured by a mortgage on the underlying property.  We anticipate that
any advances made will be repaid at their maturity or earlier from long-term
financings of the underlying properties, cash flows from the
underlying properties or capital events.  Historically we
have satisfied borrowings under our Revolver that are used to make loans to
our Sponsored REITs from cash or the sale of properties in our
portfolio.




The
following table presents as of December 31, 2008 our contractual variable rate
borrowings under our Revolver, which matures on August 11, 2011 and
under our Term Loan, which matures on October 15,
2011.  Under the Term Loan 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:




Payment
      due by period(in
      thousands)Total
              2009
              2010
              2011
              2012
              2013
              2014Revolver
              $     67,468
              $     67,468
              $             -
              $             -
              $            -
              $            -
              $            -Term
      Loan
              75,000
              -
              150
              74,850
              -
              -
              -Total
              $   142,468
              $     67,468
              $        150
              $   74,850
              $            -
              $            -
              $            -










45





Item 8.
            Financial Statements
      and Supplementary Data




The
information required by this item is included in the financial pages following
the Exhibit index herein and incorporated herein by
reference.  Reference is made to the Index to Consolidated Financial
Statements in Item 15 of Part IV.




Item
      9.
            Changes in and
      Disagreements With Accountants on Accounting and Financial
      Disclosure




Not
applicable.




Item
      9A.
            Controls and
      Procedures




Disclosure
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 December 31, 2008. 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 December 31, 2008, 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.




Management’s
Annual Report on Internal Control Over Financial Reporting




The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting.  Internal control
over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated
under the Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the Company’s principal executive and principal financial
officer and effected by the Company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:




·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;





·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company
      are being made only in accordance with authorizations of management and
      directors of the Company; and





·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





46





The
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2008.  In making
this assessment, the Company’s management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework.





Based
on our assessment, management concluded that, as of December 31, 2008, the
Company’s internal control over financial reporting is effective based on those
criteria.





Ernst
& Young LLP, the independent registered public accounting firm that audited
our financial statements included elsewhere in this annual report on Form 10-K,
has issued an attestation report on our internal control over financial
reporting as of December 31, 2008.  Please see page F-3.





Changes
in Internal Control Over Financial Reporting




No
change in our internal control over financial reporting occurred during the
quarter ended December 31, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.




Item
      9B.
            Other
      Information




None.







47





PART
III




Certain
information required by Part III of this Form 10-K will be contained in our
definitive proxy statement pursuant to Regulation 14A (the “Proxy Statement”)
which we plan to file not later than 120 days after the end of the fiscal year
covered by this Annual Report on Form 10-K, and is incorporated herein by
reference.




Item
      10.
            Directors, Executive
      Officers and Corporate
Governance




The
response to this item is contained under the caption “Directors and Executive
Officers of FSP Corp.” in Part I hereof and in the Proxy Statement under the
captions “Election of Directors” and “Section 16(a) Beneficial Ownership
Reporting Compliance” and is incorporated herein by reference.




Our
board of directors has adopted a code of business conduct and ethics that
applies to all of our executive officers, directors and employees. The code was
approved by the audit committee of our board of directors and by the full board
of directors. We have posted a current copy of our code under “Corporate
Governance” in the “Investor Relations” section of our website at www.franklinstreetproperties.com.
To the extent permitted by applicable rules of the NYSE Alternext US, we intend
to satisfy the disclosure requirements under Item 5.05 of Form 8-K
regarding an amendment to, or waiver from, a provision of the code of business
conduct and ethics with respect to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions, by posting such information on our
website.




Item
      11.
            Executive
      Compensation




The
response to this item is contained in the Proxy Statement under the captions
“Executive Compensation,” “Compensation of Directors” and “Compensation
Committee Interlocks and Insider Participation” and is incorporated herein by
reference.




The
“Compensation Committee Report” contained in the Proxy Statement under the
caption “Executive Compensation” shall not be deemed “soliciting material” or
“filed” with the SEC or otherwise subject to the liabilities of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except to the extent we specifically request that such information be treated as
soliciting material or specifically incorporate such information by reference
into a document filed under the Securities Act or the Exchange Act.




Item
      12.
            Security Ownership of
      Certain Beneficial Owners and Management and Related Stockholder
      Matters







The
response to this item is contained in the Proxy Statement under the captions
“Beneficial Ownership of Voting Stock” and “Securities Authorized for Issuance
Under Equity Compensation Plans” and is incorporated herein by
reference.




Item
      13.
            Certain Relationships
      and Related Transactions and Director
  Independence




The
response to this item is contained in the Proxy Statement under the captions
“Election of Directors” and “Transactions with Related Persons” and is
incorporated herein by reference.




Item
      14.
            Principal Accountant
      Fees and Services




The
response to this item is contained in the Proxy Statement under the captions
“Independent Auditor Fees and Other Matters” and “Pre-Approval Policy and
Procedures” and is incorporated herein by reference.







48





PART
IV




Item
      15.
            Exhibits and Financial
      Statement Schedules.




(a)
            The
      following documents are filed as part of this
  report:




1.
            Financial
      Statements:




The
Financial Statements listed in the accompanying Index to Consolidated Financial
Statements are filed as part of this Annual Report on Form 10-K.




2.
            Financial
      Statement Schedules:




The
Financial Statement Schedules listed on the accompanying Index to Consolidated
Financial Statements are filed as part of this Annual Report on Form
10-K.




3.
            Exhibits:




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












49





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf as
of February 23, 2009 by the undersigned, thereunto duly authorized.




FRANKLIN
STREET PROPERTIES CORP.




By: 
    /s/
George J. Carter


George
J. Carter


President
and Chief Executive Officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Signature
                                  Title
                                  
                                  Date/s/ George J.
      Carter
                                    George
      J. Carter
                                  President,
      Chief Executive Officer and Director (Principal Executive
      Officer)
                                  
                                  February
      23, 2009/s/ Barbara J.
      Fournier
                                    Barbara
      J. Fournier
                                  Executive
      Vice President, Chief Operating Officer, Treasurer, Secretary and
      Director
                                  
                                  February
      23, 2009/s/ John G.
      Demeritt
                                    John
      G. Demeritt
                                  Executive
      Vice President and Chief Financial Officer (Principal Financial Officer
      and Principal Accounting Officer)
                                  
                                  February
      23, 2009/s/ Janet P.
      Notopoulos
                                    Janet
      P. Notopoulos
                                  Director,
      Executive Vice President
                                  
                                  February
      23, 2009/s/ Barry
      Silverstein
                                    Barry
      Silverstein
                                  Director
                                  
                                  February
      23, 2009/s/ Dennis J.
      McGillicuddy
                                    Dennis
      J. McGillicuddy
                                  Director
                                  
                                  February
      23, 2009/s/ John Burke
                                    John
      Burke
                                  Director
                                  
                                  February
      23, 2009/s/ Georgia
      Murray
                                    Georgia
      Murray
                                  Director
                                  
                                  February
      23, 2009










50





EXHIBIT
INDEX




Exhibit
      No.
              Description2.1
      (1)**
              Agreement
      and Plan of Merger by and among FSP Corp., Blue Lagoon Acquisition Corp.,
      Innsbrook Acquisition Corp., Willow Bend Acquisition Corp., 380
      Interlocken Acquisition Corp., Eldridge Green Acquisition Corp., FSP Blue
      Lagoon Drive Corp., FSP Innsbrook Corp., FSP Willow Bend Office Center
      Corp., FSP 380 Interlocken Corp. and FSP Eldridge Green Corp., dated as of
      March 15, 2006.2.2
      (2)**
              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
      (3)
              Articles
      of Incorporation.3.2
      (4)
              Amended
      and Restated By-laws.10.1+
      (5)
              2002
      Stock Incentive Plan of FSP Corp.10.2
      (6)
              Third
      Amended and Restated Loan Agreement dated as of October 19, 2007 by and
      among the Company, certain wholly-owned subsidiaries of the Company, RBS
      Citizens, National Association, Bank of America, N.A., Wachovia Bank,
      National Association and Chevy Chase Bank, F.S.B.10.3
      (7)
              First
      Amendment to Third Amended and Restated Loan Agreement dated as of October
      15, 2008 by and among the Company, certain wholly-owned subsidiaries of
      the Company, RBS Citizens, National Association, Bank of America, N.A.,
      Wachovia Bank, National Association and Chevy Chase Bank,
      F.S.B.10.4
      (7)
              Term
      Loan Agreement dated as of October 15, 2008 by and among the Company,
      certain of its wholly-owned subsidiaries, RBS Citizens, National
      Association and Wachovia Bank, National Association.10.5
      (7)
              ISDA
      Master Agreement dated as of October 15, 2008, by and between the Company
      and RBS Citizens, National Association, together with the schedule
      relating thereto.10.6+
      (8)
              Form
      of Retention Agreement.10.7+
      (9)
              Change
      in Control Discretionary Plan.14.1
      (10)
              Code
      of Business Conduct and Ethics.21.1*
              Subsidiaries
      of the Registrant.23.1*
              Consent
      of Ernst & Young LLP.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.





51








EXHIBIT
INDEX, continued





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 16,
      2006 (File No. 001-32470).(2)
              Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on March 21,
      2008 (File No. 001-32470).(3)
              Incorporated
      by reference to FSP Corp.’s Form 8-A, filed April 5, 2005 (File No.
      001-32470).(4)
              Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on May 15,
      2006 (File No. 001-32470).(5)
              Incorporated
      by reference to FSP Corp.’s Annual Report on Form 10-K, filed on March 29,
      2002 (File No. 0-32615).(6)
              Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on October
      22, 2007 (File No. 001-32470).(7)
              Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on October
      15, 2008 (File No. 001-32470).(8)
              Incorporated
      by reference to FSP Corp.’s Annual Report on Form 10-K, filed on February
      24, 2006 (File No. 0-32615).(9)
              Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on February
      8, 2006 (File No. 001-32470).(10)
              Incorporated
      by reference to FSP Corp.’s Current Report on Form 8-K, filed on August 3,
      2004 (File No. 0-32615).+
              Management
      contract or compensatory plan or arrangement filed as an Exhibit to this
      Form 10-K pursuant to Item 15(b)  of Form 10-K.*
              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.





52


Franklin
Street Properties Corp.


Index
to Consolidated Financial Statements
 
 
 
 Reports
      of Independent Registered Public Accounting Firm
              F-2Consolidated
      Financial Statements:Consolidated
      Balance Sheets as of December 31, 2008 and 2007
              F-4Consolidated
      Statements of Income for each of the three years in the period ended
      December 31, 2008
              F-6Consolidated
      Statements of Stockholders’ Equity for each of the three years in the
      period ended December 31, 2008
              F-7Consolidated
      Statements of Cash Flows for each of the three years in the period ended
      December 31, 2008
              F-8Notes
      to the consolidated financial statements
              F-10Financial
      Statement Schedules – Schedule II and III
              F-33
 
 
 All other schedules for which a
provision is made in the applicable accounting resolutions of the Securities and
Exchange Commission are not required under the related instructions or are
inapplicable, and therefore have been omitted.
 
 
 
  F-1
  Report
of Independent Registered Public Accounting Firm
 
 To
the Board of Directors and
 Stockholders
of Franklin Street Properties Corp.:
 
 We
have audited the accompanying consolidated balance sheets of Franklin Street
Properties Corp. as of December 31, 2008 and 2007, and the related
consolidated statements of income, stockholders’ equity, and cash flows for each
of the three years in the period ended December 31, 2008. Our audits also
included the financial statement schedules listed in the Index at Item 15(a)(2).
These financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Franklin Street
Properties Corp. at December 31, 2008 and 2007, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2008, in conformity with U.S. generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
 
 We
also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), Franklin Street Properties Corp.’s
internal control over financial reporting as of December 31, 2008, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report
dated February 20, 2009 expressed an unqualified opinion thereon.
 
 /s/
Ernst & Young LLP
 
 
 Boston,
Massachusetts
 February
20, 2009
 
 
  F-2
  
 Report
of Independent Registered Public Accounting Firm
 
 To
the Board of Directors and
 Stockholders
of Franklin Street Properties Corp.:
 
 We
have audited Franklin Street Properties Corp.’s internal control over financial
reporting as of December 31, 2008, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO criteria). Franklin Street Properties
Corp.’s management is responsible for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in Item 9A of Franklin Street
Properties Corp.’s Annual Report on Form 10-K under the heading Management’s
Annual Report on Internal Control Over Financial Reporting. Our responsibility
is to express an opinion on the company’s internal control over financial
reporting based on our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
 
 A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
 In
our opinion, Franklin Street Properties Corp. maintained, in all material
respects, effective internal control over financial reporting as of December 31,
2008, based on the COSO criteria.
 
 We
also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the 2008 consolidated financial
statements of Franklin Street Properties Corp. and our report dated February 20,
2009 expressed an unqualified opinion thereon.
 
 /s/
Ernst & Young LLP
 
 
 Boston,
Massachusetts
 February
20, 2009
 
 
   F-3
  
 Franklin
Street Properties Corp.
 Consolidated
Balance Sheets
 
 December
      31,(in
      thousands, except share and par value amounts)
                          
                          2008
                          
                          
                          2007Assets:Real
      estate assets:Land
                          
                          $
                          107,153
                          
                          
                          $
                          99,140Buildings
      and improvements
                          
                          
                          810,732
                          
                          
                          
                          743,027Fixtures
      and equipment
                          
                          
                          299
                          
                          
                          
                          212918,184
                          
                          
                          
                          842,379Less
      accumulated depreciation
                          
                          
                          74,126
                          
                          
                          
                          52,060Real
      estate assets, net
                          
                          
                          844,058
                          
                          
                          
                          790,319Acquired
      real estate leases, less accumulated amortization of
      $29,200and
      $23,401, respectively
                          
                          
                          28,518
                          
                          
                          
                          33,695Investment
      in non-consolidated REITs
                          
                          
                          83,046
                          
                          
                          
                          85,663Asset
      held for syndication, net
                          
                          
                          13,254
                          
                          
                          
                          26,310Cash
      and cash equivalents
                          
                          
                          29,244
                          
                          
                          
                          46,988Restricted
      cash
                          
                          
                          336
                          
                          
                          
                          336Tenant
      rent receivables, less allowance for doubtful accountsof $509 and
      $430, respectively
                          
                          
                          1,329
                          
                          
                          
                          1,472Straight-line
      rent receivable, less allowance for doubtful accountsof
      $261 and $261, respectively
                          
                          
                          8,816
                          
                          
                          
                          7,387Prepaid
      expenses
                          
                          
                          2,206
                          
                          
                          
                          1,395Related
      party mortgage loan receivable
                          
                          
                          1,125
                          
                          
                          
                          -Other
      assets
                          
                          
                          2,406
                          
                          
                          
                          406Office
      computers and furniture, net of accumulateddepreciation
      of $1,108 and $968, respectively
                          
                          
                          281
                          
                          
                          
                          309Deferred
      leasing commissions, net of accumulated amortizationof
      $3,416, and $1,975, respectively
                          
                          
                          10,814
                          
                          
                          
                          9,186Total
      assets
                          
                          $
                          1,025,433
                          
                          
                          $
                          1,003,466The
      accompanying notes are an integral part of these consolidated financial
      statements.
  
   F-4
  Franklin
Street Properties Corp.
 Consolidated
Balance Sheets
 
 December
      31,(in
      thousands, except share and par value amounts)
                        
                        2008
                        
                        
                        2007Liabilities
      and Stockholders’ Equity:Liabilities:Bank
      note payable
                        
                        $
                        67,468
                        
                        
                        $
                        84,750Term
      loan payable
                        
                        
                        75,000
                        
                        
                        
                        -Accounts
      payable and accrued expenses
                        
                        
                        22,297
                        
                        
                        
                        20,255Accrued
      compensation
                        
                        
                        1,654
                        
                        
                        
                        1,564Tenant
      security deposits
                        
                        
                        1,874
                        
                        
                        
                        1,874Other
      liabilities: derivative termination value
                        
                        
                        3,099
                        
                        
                        
                        -Acquired
      unfavorable real estate leases, less accumulated
      amortizationof
      $1,779, and $1,226, respectively
                        
                        
                        5,044
                        
                        
                        
                        4,405Total
      liabilities
                        
                        
                        176,436
                        
                        
                        
                        112,848Commitments
      and contingenciesStockholders’
      Equity:Preferred
      stock, $.0001 par value, 20,000,000 sharesauthorized,
      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
                        
                        
                        (3,099
                        )
                        
                        
                        -Earnings
      (distributions) in excess of accumulated
      earnings/distributions
                        
                        
                        (36,930
                        )
                        
                        
                        1,592Total
      stockholders’ equity
                        
                        
                        848,997
                        
                        
                        
                        890,618Total
      liabilities and stockholders’ equity
                        
                        $
                        1,025,433
                        
                        
                        $
                        1,003,466The
      accompanying notes are an integral part of these consolidated financial
      statements.
 
 
 
  F-5
  Franklin
Street Properties Corp.
 Consolidated
Statements of Income
 
 For
      the Year EndedDecember
      31,(in
      thousands, except per share amounts)
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Revenues:Rental
                      
                      $
                      111,198
                      
                      
                      $
                      100,961
                      
                      
                      $
                      83,147Related
      party revenue:Syndication
      fees
                      
                      
                      3,766
                      
                      
                      
                      8,986
                      
                      
                      
                      10,693Transaction
      fees
                      
                      
                      3,641
                      
                      
                      
                      9,898
                      
                      
                      
                      11,262Management
      fees and interest income from loans
                      
                      
                      1,739
                      
                      
                      
                      7,030
                      
                      
                      
                      2,083Other
                      
                      
                      72
                      
                      
                      
                      118
                      
                      
                      
                      60Total
      revenues
                      
                      
                      120,416
                      
                      
                      
                      126,993
                      
                      
                      
                      107,245Expenses:Real
      estate operating expenses
                      
                      
                      28,999
                      
                      
                      
                      26,171
                      
                      
                      
                      19,045Real
      estate taxes and insurance
                      
                      
                      17,740
                      
                      
                      
                      16,535
                      
                      
                      
                      12,282Depreciation
      and amortization
                      
                      
                      30,360
                      
                      
                      
                      29,334
                      
                      
                      
                      20,893Selling,
      general and administrative
                      
                      
                      8,268
                      
                      
                      
                      7,466
                      
                      
                      
                      8,518Commissions
                      
                      
                      2,151
                      
                      
                      
                      4,737
                      
                      
                      
                      5,522Interest
                      
                      
                      4,921
                      
                      
                      
                      7,684
                      
                      
                      
                      2,449Total
      expenses
                      
                      
                      92,439
                      
                      
                      
                      91,927
                      
                      
                      
                      68,709Income
      before interest income, equity in earnings (losses)
                        of
      non-consolidated REITs and taxes on income
                      
                      
                      27,977
                      
                      
                      
                      35,066
                      
                      
                      
                      38,536Interest
      income
                      
                      
                      745
                      
                      
                      
                      2,377
                      
                      
                      
                      2,998Equity
      in earnings (losses) of non-consolidated REITs
                      
                      
                      2,747
                      
                      
                      
                      (464
                      )
                      
                      
                      845Income
      before taxes on income
                      
                      
                      31,469
                      
                      
                      
                      36,979
                      
                      
                      
                      42,379Taxes
      on income
                      
                      
                      (490
                      )
                      
                      
                      873
                      
                      
                      
                      839Income
      from continuing operations
                      
                      
                      31,959
                      
                      
                      
                      36,106
                      
                      
                      
                      41,540Discontinued
      operations:Income
      from discontinued operations
                      
                      
                      -
                      
                      
                      
                      1,190
                      
                      
                      
                      7,951Gain
      on sale of properties and provision for loss on propertyheld
      for sale of $4,849 in 2006, less applicable income tax
                      
                      
                      -
                      
                      
                      
                      23,789
                      
                      
                      
                      61,438Total
      discontinued operations
                      
                      
                      -
                      
                      
                      
                      24,979
                      
                      
                      
                      69,389Net
      income
                      
                      $
                      31,959
                      
                      
                      $
                      61,085
                      
                      
                      $
                      110,929Weighted
      average number of shares outstanding,
                        basic
      and diluted
                      
                      
                      70,481
                      
                      
                      
                      70,651
                      
                      
                      
                      67,159Earnings
      per share, basic and diluted, attributable to:Continuing
      operations
                      
                      $
                      0.45
                      
                      
                      $
                      0.51
                      
                      
                      $
                      0.62Discontinued
      operations
                      
                      
                      -
                      
                      
                      
                      0.35
                      
                      
                      
                      1.03Net
      income per share, basic and diluted
                      
                      $
                      0.45
                      
                      
                      $
                      0.86
                      
                      
                      $
                      1.65The
      accompanying notes are an integral part of these consolidated financial
      statements.
 
 
  F-6
  Franklin
Street Properties Corp.
 Consolidated
Statements of Stockholders’ Equity
 
 Earnings/(distributions)Accumulated
                            
                            
                            in
      excess ofAdditional
                            
                            
                            other
                            
                            
                            accumulated
                            
                            
                            TotalCommon
      Stock
                            
                            
                            Paid-In
                            
                            
                            comprehensive
                            
                            
                            earnings/
                            
                            
                            Stockholders'(in
      thousands)
                            
                            Shares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            loss
                            
                            
                            distributions
                            
                            
                            EquityBalance,
      December 31, 2005
                            
                            
                            59,795
                            
                            
                            $
                            6
                            
                            
                            $
                            663,389
                            
                            
                            $
                            -
                            
                            
                            $
                            (1,812
                            )
                            
                            $
                            661,583Shares
      issued for:Merger
                            
                            
                            10,971
                            
                            
                            
                            1
                            
                            
                            
                            230,397
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            230,398Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            110,929
                            
                            
                            
                            110,929Distributions
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (80,948
                            )
                            
                            
                            (80,948
                            )Balance,
      December 31, 2006
                            
                            
                            70,766
                            
                            
                            
                            7
                            
                            
                            
                            893,786
                            
                            
                            
                            -
                            
                            
                            
                            28,169
                            
                            
                            
                            921,962Repurchased
      shares
                            
                            
                            (285
                            )
                            
                            
                            -
                            
                            
                            
                            (4,767
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (4,767
                            )Net
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            61,085
                            
                            
                            
                            61,085Distributions
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (87,662
                            )
                            
                            
                            (87,662
                            )Balance,
      December 31, 2007
                            
                            
                            70,481
                            
                            
                            
                            7
                            
                            
                            
                            889,019
                            
                            
                            
                            -
                            
                            
                            
                            1,592
                            
                            
                            
                            890,618Comprehensive
      income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (3,099
                            )
                            
                            
                            31,959
                            
                            
                            
                            28,860Distributions
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (70,481
                            )
                            
                            
                            (70,481
                            )Balance,
      December 31, 2008
                            
                            
                            70,481
                            
                            
                            $
                            7
                            
                            
                            $
                            889,019
                            
                            
                            $
                            (3,099
                            )
                            
                            $
                            (36,930
                            )
                            
                            $
                            848,997
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
  F-7
  Franklin
Street Properties Corp.
 Consolidated
Statements of Cash Flows
 
 For
      the Year Ended December 31,(in
      thousands)
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Cash
      flows from operating activities:Net
      income
                      
                      $
                      31,959
                      
                      
                      $
                      61,085
                      
                      
                      $
                      110,929Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization expense
                      
                      
                      30,444
                      
                      
                      
                      30,563
                      
                      
                      
                      24,951Amortization
      of above market lease
                      
                      
                      4,283
                      
                      
                      
                      4,948
                      
                      
                      
                      7,138Gain
      on sale of real estate assets
                      
                      
                      -
                      
                      
                      
                      (23,789
                      )
                      
                      
                      (61,438
                      )Equity
      in earnings (deficit) of non-consolidated REITs
                      
                      
                      (2,747
                      )
                      
                      
                      472
                      
                      
                      
                      (1,043
                      )Distributions
      from non-consolidated REITs
                      
                      
                      5,348
                      
                      
                      
                      1,806
                      
                      
                      
                      783Increase
      (decrease) in bad debt reserve
                      
                      
                      79
                      
                      
                      
                      (3
                      )
                      
                      
                      83Changes
      in operating assets and liabilities:Restricted
      cash
                      
                      
                      -
                      
                      
                      
                      425
                      
                      
                      
                      (300
                      )Tenant
      rent receivables, net
                      
                      
                      64
                      
                      
                      
                      971
                      
                      
                      
                      (1,076
                      )Straight-line
      rents, net
                      
                      
                      (1,406
                      )
                      
                      
                      (3,359
                      )
                      
                      
                      (1,334
                      )Prepaid
      expenses and other assets, net
                      
                      
                      (901
                      )
                      
                      
                      374
                      
                      
                      
                      (327
                      )Accounts
      payable, accrued expenses and other items
                      
                      
                      448
                      
                      
                      
                      1,884
                      
                      
                      
                      1,174Accrued
      compensation
                      
                      
                      90
                      
                      
                      
                      (1,079
                      )
                      
                      
                      752Tenant
      security deposits
                      
                      
                      -
                      
                      
                      
                      130
                      
                      
                      
                      451Payment
      of deferred leasing commissions
                      
                      
                      (3,353
                      )
                      
                      
                      (4,314
                      )
                      
                      
                      (5,880
                      )Net
      cash provided by operating activities
                      
                      
                      64,308
                      
                      
                      
                      70,114
                      
                      
                      
                      74,863Cash
      flows from investing activities:Cash
      from issuance of common stock in the merger transaction
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      13,849Purchase
      of real estate assets and office computers andfurniture,
      capitalized merger costs
                      
                      
                      (73,888
                      )
                      
                      
                      (77,894
                      )
                      
                      
                      (159,351
                      )Acquired
      real estate leases
                      
                      
                      (4,508
                      )
                      
                      
                      (3,726
                      )
                      
                      
                      (6,801
                      )Investment
      in non-consolidated REITs
                      
                      
                      (10
                      )
                      
                      
                      (82,831
                      )
                      
                      
                      (4,137
                      )Investment
      in related party mortgage loan receivable
                      
                      
                      (1,125
                      )
                      
                      
                      -
                      
                      
                      
                      -Redemption
      of (investment in) certificate of deposit
                      
                      
                      -
                      
                      
                      
                      5,143
                      
                      
                      
                      (5,143
                      )Merger
      costs paid
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (838
                      )Changes
      in deposits on real estate assets
                      
                      
                      (1,300
                      )
                      
                      
                      -
                      
                      
                      
                      (4,300
                      )Investment
      in assets held for syndication
                      
                      
                      12,236
                      
                      
                      
                      (22,093
                      )
                      
                      
                      -Proceeds
      received on sales of real estate assets
                      
                      
                      -
                      
                      
                      
                      96,102
                      
                      
                      
                      173,183Net
      cash provided by (used in) investing activities
                      
                      
                      (68,595
                      )
                      
                      
                      (85,299
                      )
                      
                      
                      6,462Cash
      flows from financing activities:Distributions
      to stockholders
                      
                      
                      (70,481
                      )
                      
                      
                      (87,662
                      )
                      
                      
                      (80,948
                      )Purchase
      of treasury shares
                      
                      
                      -
                      
                      
                      
                      (4,767
                      )
                      
                      
                      -Offering
      Costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (119
                      )Borrowings
      under bank note payable
                      
                      
                      -
                      
                      
                      
                      84,750
                      
                      
                      
                      -Repayments
      of bank note payable
                      
                      
                      (17,282
                      )
                      
                      
                      -
                      
                      
                      
                      -Borrowings
      under term loan payable
                      
                      
                      75,000
                      
                      
                      
                      -
                      
                      
                      
                      -Deferred
      financing costs
                      
                      
                      (694
                      )
                      
                      
                      (121
                      )
                      
                      
                      -Net
      cash used in financing activities
                      
                      
                      (13,457
                      )
                      
                      
                      (7,800
                      )
                      
                      
                      (81,067
                      )Net
      increase (decrease) in cash and cash equivalents
                      
                      
                      (17,744
                      )
                      
                      
                      (22,985
                      )
                      
                      
                      258Cash and cash
      equivalents, beginning of year
                      
                      
                      46,988
                      
                      
                      
                      69,973
                      
                      
                      
                      69,715Cash and cash
      equivalents, end of year
                      
                      $
                      29,244
                      
                      
                      $
                      46,988
                      
                      
                      $
                      69,973
 
 
 The accompanying notes are an integral
part of these consolidated financial statements.
  F-8
  Franklin
Street Properties Corp.
 Consolidated
Statements of Cash Flows
 
 For
      the Year Ended December 31,(in
      thousands)
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
                  
                  $
                  4,754
                  
                  
                  $
                  6,667
                  
                  
                  $
                  2,772Taxes
      on income
                  
                  $
                  257
                  
                  
                  $
                  730
                  
                  
                  $
                  780Non-cash
      investing and financing activities:Accrued
      costs for purchase of real estate assets
                  
                  $
                  3,206
                  
                  
                  $
                  1,613
                  
                  
                  $
                  8,516Deposits
      on real estate assets converted to investments in assetsheld
      for syndication
                  
                  $
                  -
                  
                  
                  $
                  5,010
                  
                  
                  $
                  -Assets
      acquired through  issuance of common stockin
      the merger transaction, net
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  230,517Investment
      in non-consolidated REITs converted to real estateassets
      and acquired real estate leases in conjunction with merger
                  
                  $
                  846
                  
                  
                  $
                  -
                  
                  
                  $
                  4,018See
      accompanying notes to consolidated financial statements.
 
  F-9
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 1.      Organization
 
 Franklin
Street Properties Corp. (“FSP Corp.” or the “Company”), holds, directly and
indirectly, 100% of the interest in FSP Investments LLC, FSP Property Management
LLC, and FSP Holdings LLC. The Company also has a non-controlling common stock
interest in 10 corporations organized to operate as real estate investment
trusts ("REITs").
 
 On
April 30, 2006, the Company acquired five real estate investment trusts (the
“2006 Target REITs”), by the merger of the five 2006 Target REITs with and into
five of the Company’s wholly-owned subsidiaries.  The merger was
effective April 30, 2006 and, as a result, the Company issued 10,971,697 shares
in a tax-free exchange for all outstanding preferred shares of the 2006 Target
REITs.  The mergers were accounted for as a purchase and the acquired
assets and liabilities were recorded at their fair value.
 
 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.
 
 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.
 
 2.      Significant
Accounting Policies
 
 Basis
of Presentation
 
 The
accompanying consolidated financial statements include all of the accounts of
the Company and its majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.
 
 Estimates
and Assumptions
 
 The
Company prepares its financial statements and related notes in conformity with
accounting principles generally accepted in the United States of America
(“GAAP”).  These principles require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those
estimates.  Significant estimates in the consolidated financial
statements include the allowance for doubtful accounts, purchase price
allocations, useful lives of fixed assets and the valuation of the
derivative.
 
 Investments
in Sponsored REITs
 
 Common
stock investments in Sponsored REITs are consolidated while the entity is
controlled by the Company.  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.  Under the
equity method of accounting, the Company's cost basis is adjusted by its share
of the Sponsored REITs' earnings, if any, prior to completion of the
syndication. Equity in losses of Sponsored REITs is not recognized to the extent
that the investment balance would become negative.  Distributions
received are recognized as income once the investment balance is reduced to
zero, unless there is a loan receivable from the Sponsored REIT
entity.  Equity in losses or distributions received in excess of
common stock investment is recorded as an adjustment up to the carrying value of
the assets held for syndication.
  Subsequent
to the completion of the syndication of preferred shares, the Company does not
share in any of the Sponsored REITs’ earnings, or any related distribution, as a
result of its common stock ownership.
 
  F-10
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 2.      Significant
Accounting Policies (continued)
 
 Prior
to April 2006, the Company held a preferred stock investment in FSP Blue Lagoon
Drive Corp. (“Blue Lagoon”), which was one of the 2006 Target REITs acquired by
merger on April 30, 2006, and accordingly was eliminated when recording the
merger.  The Company initially purchased 49.25 preferred shares
(approximately 8.2%) of Blue Lagoon on January 30, 2004, and agreed to vote its
shares in any matter presented to a vote by the stockholders of Blue Lagoon in
the same proportion as shares voted by other stockholders of Blue
Lagoon.  The investment in Blue Lagoon was accounted for under the
equity method.
  On
September 22, 2006, the Company purchased 48 preferred shares (approximately
4.6%) of a Sponsored REIT, FSP Phoenix Tower Corp. (“Phoenix Tower”), for
$4,116,000.   The Company agreed to vote its shares in any matter
presented to a vote by the stockholders of Phoenix Tower in the same proportion
as shares voted by other stockholders of Phoenix Tower.  The
investment in Phoenix Tower was accounted for under the equity
method.
  On
December 27, 2007, the Company purchased 965.75 preferred shares (approximately
43.7%) of a Sponsored REIT, FSP 303 East Wacker Drive Corp. (“East Wacker”), for
$82,813,000.  The Company agreed to vote its shares in any matter
presented to a vote by the stockholders of East Wacker in the same proportion as
shares voted by other stockholders of East Wacker.  The investment in
East Wacker was accounted for under the equity method.
  Prior
to May 15, 2008, the Company held a preferred stock investment in FSP Park Ten
Development Corp. (“Park Ten Development”), which was acquired by merger on May
15, 2008, and accordingly was eliminated when recording the
merger.  On September 29, 2005, the Company acquired 8.5 preferred
shares (approximately 3.05%) of Park Ten Development in exchange for the
contribution of 2.9 acres of developable land. The Company agreed to vote its
shares in any matter presented to a vote by the stockholders of Park Ten
Development in the same proportion as shares voted by other stockholders of Park
Ten Development.  The investment in Park Ten Development was accounted
for under the equity method.
  Real
Estate and Depreciation
 
 Real
estate assets are stated at the lower of cost, less accumulated
depreciation.
 
 Costs
related to property acquisition and improvements are
capitalized.  Typical capital items include new roofs, site
improvements, various exterior building improvements and major interior
renovations.  Costs incurred in connection with leasing (primarily
tenant improvements and leasing commissions) are capitalized and amortized over
the lease period.
 
 Routine
replacements and ordinary maintenance and repairs that do not extend the life of
the asset are expensed as incurred.  Funding for repairs and
maintenance items typically is provided by cash flows from operating
activities.  Depreciation is computed using the straight-line method
over the assets' estimated useful lives as follows:
 
 Category
                YearsCommercial
      Buildings
                39Building
      improvements
                15-39Fixtures
      and equipment
                3-7
 
 The
Company reviews its properties to determine if their carrying amounts will be
recovered from future operating cash flows if certain indicators of impairment
are identified at those properties.  The evaluation of anticipated
cash flows is highly subjective and is based in part on assumptions regarding
future occupancy, rental rates and capital requirements that could differ
materially from actual results in future periods.  Since cash flows
are considered on an undiscounted basis in the analysis that the Company
conducts to determine whether an asset has been impaired, the Company’s strategy
of holding properties over the long term directly decreases the likelihood of
recording an impairment loss.  If the Company’s strategy changes or
market conditions otherwise dictate an earlier sale date, an impairment loss may
be recognized.  If the Company determines that impairment has
occurred, the affected assets must be reduced to their fair value.
  
  F-11
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 2.      Significant
Accounting Policies (continued)
 
 Acquired
Real Estate Leases and Amortization
 
 The
Company accounts for leases acquired via direct purchase of real estate assets,
or as a result of a merger, under the provisions of Statement of Financial
Accounting Standards (“SFAS”) No. 141. “Business
Combinations”.  Accordingly, the Company recorded a value relating to
the leases acquired as a result of the acquisition by merger of one Sponsored
REIT in 2008 and five Sponsored REITs in 2006.  The Company also
recorded a value as a result of two direct acquisitions in 2008, one direct
acquisition in 2007 and three direct acquisitions in 2006.  Acquired
real estate leases represent costs associated with acquiring an in-place lease
(i.e., the market cost to execute a similar lease, including leasing commission,
legal, vacancy and other related costs) and the value relating to leases with
rents above the market rate.Amortization
is computed using the straight-line method over the life of the leases, which
range from 23 months to 147 months.
  Amortization
related to costs associated with acquiring an in-place lease is included in
depreciation and amortization on the consolidated statements of
income.  Amortization related to leases with rents above the market
rate is offset against the rental revenue in the consolidated statements of
income. The estimated annual amortization expense for the five years succeeding
December 31, 2008 are as follows:
 
 (in
      thousands)2009
                  $       9,4852010
                  6,6462011
                  3,6902012
                  2,4842013
                  1,9582014
      and thereafter
                  4,255
 
 Acquired
Unfavorable Real Estate Leases and Amortization
 
 The
Company accounts for leases acquired via direct purchase of real estate assets,
or as a result of a merger, under the provisions of SFAS No. 141. “Business
Combinations”.  Accordingly, the Company recorded a value relating to
the leases acquired as a result of the acquisition by merger of one Sponsored
REIT in 2008 and five Sponsored REITs in 2006.  The Company also
recorded a value as a result of two direct acquisitions in 2008, one direct
acquisition in 2007 and three direct acquisitions in 2006.  Acquired
unfavorable real estate leases represent the value relating to leases with rents
below the market rate.Amortization
is computed using the straight-line method over the life of the leases, which
range from 27 months to 147 months.
 
 Amortization
related to leases with rents below the market rate is included with rental
revenue in the consolidated statements of income. The estimated annual
amortization for the five years succeeding December 31, 2008 are as
follows:
  (in
      thousands)2009
                $          9572010
                8482011
                7132012
                6692013
                5782014
      and thereafter
                1,279
  Discontinued
Operations
 
 The
Company accounts for properties as held for sale under the provisions of SFAS
No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which
typically occurs upon the execution of a purchase and sale agreement and belief
by management that the sale or disposition is probable of occurrence within one
year.  Upon determining that a property is held for sale, the Company
discontinues depreciating the property and reflects the property in its
consolidated balance sheets at the lower of its carrying amount or fair value
less the cost to sell.  The Company presents property related to
discontinued operations on its consolidated balance sheets as “Assets held for
sale”, on a comparative basis.  The Company reports the results of
operations of its properties classified as discontinued operations in its
consolidated statements of income if no significant continuing involvement
exists after the sale or disposition.
  F-12
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 2.      Significant
Accounting Policies (continued)
 
 Cash
and Cash Equivalents
 
 The
Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash
equivalents.
 
 Restricted
Cash
 
 Restricted
cash consists of tenant security deposits, which are required by law in some
states or by contractual agreement and escrows arising from property sales.
Tenant security deposits are refunded when tenants vacate, provided that the
tenant has not damaged the property.  Cash held in escrow is paid when
the related issue is resolved.
 
 Tenant
Rent Receivables
  Tenant
rent receivables are expected to be collected within one year. The Company
provides an allowance for doubtful accounts based on its estimate of a tenant’s
ability to make future rent payments.  The computation of this
allowance is based in part on the tenants’ payment history and current credit
status.
  Concentration
of Credit Risks
  Financial
instruments that potentially subject us to concentrations of credit risk consist
primarily of cash investments, derivatives and accounts
receivable.  The Company maintains its cash balances principally in
two banks which the Company believes to be creditworthy.  The Company
periodically assesses the financial condition of the banks and believes that the
risk of loss is minimal.  Cash balances held with various financial
institutions frequently exceed the insurance limit of $250,000 provided by the
Federal Deposit Insurance Corporation.  The derivative we have is from
an interest rate swap agreement that is discussed in Note 6.  We
perform ongoing credit evaluations of our tenants and require certain tenants to
provide security deposits or letters of credit.  Though these security
deposits and letters of credit are insufficient to meet the total value of a
tenant’s lease obligation, they are a measure of good faith and a source of
funds to offset the economic costs associated with lost rent and the costs
associated with re-tenanting the space.  The Company has no single
tenant which accounted for more than 10% of our annualized rent.
  Financial
Instruments
 
 The
Company estimates that the carrying value of cash and cash equivalents,
restricted cash, and the bank note payable approximate their fair values based
on their short-term maturity and prevailing interest rates.
 
 Straight-line
Rent Receivable
 
 Certain
leases provide for fixed rent increases over the life of the lease. Rental
revenue is recognized on a straight-line basis over the related lease term;
however, billings by the Company are based on the lease
agreements.  Straight-line rent receivable, which is the cumulative
revenue recognized in excess of amounts billed by the Company, is $8,816,000 and
$7,387,000 at December 31, 2008 and 2007, respectively.  The Company
provides an allowance for doubtful accounts based on its estimate of a tenant’s
ability to make future rent payments.  The computation of this
allowance is based in part on the tenants’ payment history and current credit
status.  The reserve balance was not changed during 2008 and during
2007 the Company increased its allowance by $98,000 to $261,000 based on such
analysis.
 
 Deferred
Leasing Commissions
 
 Deferred
leasing commissions represent direct and incremental external leasing costs
incurred in the leasing of commercial space.  These costs are
capitalized and are amortized on a straight-line basis over the terms of the
related lease agreements.  Amortization expense was approximately
$1,725,000, $1,371,000 and $674,000 for the years ended December 31, 2008,
2007 and 2006, respectively.
 
 
  F-13
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 2.      Significant
Accounting Policies (continued)
 
 The
estimated annual amortization for the five years following December 31,
2008 is as follows:
 
 (in
      thousands)2009
                $       1,8742010
                1,8512011
                1,7322012
                1,4882013
                1,2192014
      and thereafter
                2,650
 
 Common
Share Repurchases
 
 The
Company recognizes the gross cost of the common shares it repurchases as a
reduction in stockholder’s equity using the treasury stock
method.  Maryland law does not recognize a separate treasury stock
account but provides that shares repurchased are classified as authorized but
unissued shares.  Accordingly, the Company reduces common stock for
the par value and the excess of the purchase price over the par value is a
reduction to additional paid-in capital.
 
 Revenue
Recognition
 
 Rental
revenue includes income from leases, certain reimbursable expenses,
straight-line rent adjustments and other income associated with renting the
property.  A summary of rental revenue is shown in the following
table:
  Year
      Ended(in
      thousands)
                    
                    December
      31,2008
                    
                    
                    2007
                    
                    
                    2006Income
      from leases
                    
                    $
                    88,199
                    
                    
                    $
                    79,916
                    
                    
                    $
                    73,304Reimbursable
      expenses
                    
                    
                    25,876
                    
                    
                    
                    22,563
                    
                    
                    
                    15,451Straight-line
      rent adjustment
                    
                    
                    1,406
                    
                    
                    
                    3,305
                    
                    
                    
                    1,084Amortization
      of favorable leases
                    
                    
                    (4,283
                    )
                    
                    
                    (4,823
                    )
                    
                    
                    (6,692
                    )$
                    111,198
                    
                    
                    $
                    100,961
                    
                    
                    $
                    83,147
 
 Rental Revenue— The Company
has retained substantially all of the risks and benefits of ownership of the
Company's commercial properties and accounts for its leases as operating leases.
Rental income from leases, which includes rent concessions (including free rent
and tenant improvement allowances) and scheduled increases in rental rates
during the lease term, is recognized on a straight-line basis. The Company does
not have any significant percentage rent arrangements with its commercial
property tenants. Reimbursable costs are included in rental income in the period
earned.
 
 The
Company follows the requirements for profit recognition as set forth by SFAS No.
66 "Accounting for Sales of Real Estate" and Statement of Position 92-1
"Accounting for Real Estate Syndication Income".
 
 Syndication Fees—
Syndication fees ranging from 4% to 8% of the gross offering proceeds from the
sale of securities in Sponsored REITs are generally recognized upon an investor
closing; at that time the Company has provided all required services, the fee is
fixed and collected, and no further contingencies exist.  Commission
expense ranging from 2% to 4% of the gross offering proceeds is recorded in the
period the related syndication fee is earned.  There is typically more
than one investor closing in the syndication of a Sponsored REIT.
 
 Transaction Fees—
Transaction fees relating to loan commitment fees and acquisition fees are
recognized upon an investor closing and the subsequent payment of the Sponsored
REIT’s loan to the Company.  Development fees are recognized upon an
investor closing and once the service has been provided.  Fees related
to organizational, offering and other expenditures are recognized upon the final
investor closing of the Sponsored REIT.  The final investor closing is
the last admittance of investors into a Sponsored REIT; at that time, required
funds have been received from the investors and charges relating to the
syndication have been paid or accrued.
 
 Other –Other income,
including property and asset management fees, is recognized when the related
services are performed and the earnings process is complete.
  F-14
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 2.      Significant
Accounting Policies (continued)
 
 Income
Taxes
 
 Taxes
on income for the years ended December 31, 2008, 2007 and 2006 represent taxes
incurred by FSP Investments, which is a taxable REIT
subsidiary.   For FSP the State of Texas in 2006 enacted a new
franchise tax starting in 2007 which is classified as an income tax for
reporting purposes.
 
 Net
Income Per Share
  Basic
net income per share is computed by dividing net income by the weighted average
number of shares outstanding during the period. Diluted net income per share
reflects the potential dilution that could occur if securities or other
contracts to issue shares were exercised or converted into
shares.  There were no potential dilutive shares outstanding at
December 31, 2008, 2007, and 2006. The denominator used for calculating
basic and diluted net income per share was 70,481,000, 70,651,000, and
67,159,000, for the years ended December 31, 2008, 2007, and 2006,
respectively.
 
 Derivative
Instruments
  The
Company recognizes derivatives on the balance sheet at fair value. Derivatives
that do not qualify, or are not designated as hedge relationships, must be
adjusted to fair value through income. Derivative instruments designated in a
hedge relationship to mitigate exposure to variability in expected future cash
flows, or other types of forecasted transactions, are considered cash flow
hedges. Cash flow hedges are accounted for by recording the fair value of the
derivative instrument on the balance sheet as either an asset or liability. To
the extent hedges are effective, a corresponding amount, adjusted for swap
payments, is recorded in accumulated other comprehensive income within
stockholders’ equity. Amounts are then reclassified from accumulated other
comprehensive income to the income statement in the period or periods the hedged
forecasted transaction affects earnings. Ineffectiveness, if any, is recorded in
the income statement. The Company periodically reviews the effectiveness of each
hedging transaction, which involves estimating future cash flows, at least
quarterly as required by SFAS Statement No. 133, or SFAS 133, “Accounting for
Derivative Instruments and Hedging Activities,” as amended by FASB Statement No.
138 “Accounting for Certain Derivative Instruments and Hedging Activities of an
Amendment of FASB 133” and FASB Statement No. 149 “Amendment of Statement 133 on
Derivative Instrument and Hedging Activities.” Derivative instruments designated
in a hedge relationship to mitigate exposure to changes in the fair value of an
asset, liability, or firm commitment attributable to a particular risk, such as
interest rate risk, will be considered fair value hedges under SFAS 133. The
Company currently has no fair value hedges outstanding. Fair values of
derivatives are subject to significant variability based on changes in interest
rates. The results of such variability could be a significant increase or
decrease in our derivative assets, derivative liabilities, book equity, and/or
earnings.
  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.
   F-15
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 2.      Significant
Accounting Policies (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, including 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 Company is currently assessing
the potential impact that the adoption of FSP FAS 157-2 will have on our
financial position, results of operations or cash flows.
  In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities — Including an amendment of FASB
Statement No. 115”, which permits entities to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between entities that
choose different measurement attributes for similar types of assets and
liabilities. This Statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007. 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 (revised 2007), “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 Company is currently assessing the potential impact that
the adoption of SFAS No. 141(R) will have on our 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 Company is currently evaluating the impact of SFAS No. 160
on the Company’s consolidated financial statements.
  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.  SFAS No. 161 is effective on January 1, 2009.  The
Company is currently evaluating the impact of SFAS No. 161 on the Company’s
consolidated financial statements.
  
  F-16
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 2.      Significant
Accounting Policies (continued)
 
 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.
  3.      Business
Segments
 
 The
Company operates in two business segments: real estate operations (including
real estate leasing, interest income on interim acquisition and other financing
and asset/property management) including discontinued operations and investment
banking/investment services (including real estate acquisition, development
services 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”. The
Company’s operations are located entirely 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
(computed in accordance with generally accepted accounting principles),
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.
  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:
 
  F-17
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 3.      Business
Segments (continued)
 
 InvestmentReal
                    
                    
                    Banking/Estate
                    
                    
                    Investment(in
      thousands):
                    
                    Operations
                    
                    
                    Services
                    
                    
                    TotalYear
      ended December 31, 2008:Net
      income
                    
                    $
                    30,008
                    
                    
                    $
                    1,951
                    
                    
                    $
                    31,959Equity
      in earnings of non-consolidated REITs
                    
                    
                    (2,747
                    )
                    
                    
                    -
                    
                    
                    
                    (2,747
                    )Distribution
      from non-consolidated REITs
                    
                    
                    5,348
                    
                    
                    
                    -
                    
                    
                    
                    5,348Depreciation
      and amortization
                    
                    
                    34,505
                    
                    
                    
                    138
                    
                    
                    
                    34,643Funds
      From Operations
                    
                    $
                    67,114
                    
                    
                    $
                    2,089
                    
                    
                    $
                    69,203Year
      ended December 31, 2007:Net
      income
                    
                    $
                    51,646
                    
                    
                    $
                    9,439
                    
                    
                    $
                    61,085Gain
      on sale of properties
                    
                    
                    (23,789
                    )
                    
                    
                    -
                    
                    
                    
                    (23,789
                    )Equity
      in earnings of non-consolidated REITs
                    
                    
                    472
                    
                    
                    
                    -
                    
                    
                    
                    472Distribution
      from non-consolidated REITs
                    
                    
                    1,806
                    
                    
                    
                    -
                    
                    
                    
                    1,806Depreciation
      and amortization
                    
                    
                    35,340
                    
                    
                    
                    135
                    
                    
                    
                    35,475Funds
      From Operations
                    
                    $
                    65,475
                    
                    
                    $
                    9,574
                    
                    
                    $
                    75,049Year
      ended December 31, 2006:Net
      income
                    
                    $
                    99,848
                    
                    
                    $
                    11,081
                    
                    
                    $
                    110,929Gain
      on sale of properties
                    
                    
                    (61,438
                    )
                    
                    
                    -
                    
                    
                    
                    (61,438
                    )Equity
      in earnings of non-consolidated REITs
                    
                    
                    (1,043
                    )
                    
                    
                    -
                    
                    
                    
                    (1,043
                    )Distribution
      from non-consolidated REITs
                    
                    
                    783
                    
                    
                    
                    -
                    
                    
                    
                    783Depreciation
      and amortization
                    
                    
                    31,926
                    
                    
                    
                    121
                    
                    
                    
                    32,047Funds
      From Operations
                    
                    $
                    70,076
                    
                    
                    $
                    11,202
                    
                    
                    $
                    81,278
 
  F-18
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 3.      Business
Segments (continued)
 
 The
Company’s cash distributions for the years ended December 31, 2008, 2007 and
2006 are summarized as follows:
 
 Quarter
      paid
                  
                  Distribution
                    Per Share/Unit
                  
                  
                  Total Cash
                    Distributions(in
      thousands)Second
      quarter of 2008
                  
                  $
                  0.31
                  
                  
                  $
                  21,849Third
      quarter of 2008
                  
                  
                  0.19
                  
                  
                  
                  13,391Fourth
      quarter of 2008
                  
                  
                  0.19
                  
                  
                  
                  13,391First
      quarter of 2009 (A)
                  
                  
                  0.19
                  
                  
                  
                  13,391$
                  0.88
                  
                  
                  $
                  62,022Second
      quarter of 2007
                  
                  $
                  0.31
                  
                  
                  $
                  21,937Third
      quarter of 2007
                  
                  
                  0.31
                  
                  
                  
                  21,938Fourth
      quarter of 2007
                  
                  
                  0.31
                  
                  
                  
                  21,849First
      quarter of 2008 (A)
                  
                  
                  0.31
                  
                  
                  
                  21,849$
                  1.24
                  
                  
                  $
                  87,573Second
      quarter of 2006
                  
                  $
                  0.31
                  
                  
                  $
                  18,536Third
      quarter of 2006
                  
                  
                  0.31
                  
                  
                  
                  21,938Fourth
      quarter of 2006
                  
                  
                  0.31
                  
                  
                  
                  21,938First
      quarter of 2007 (A)
                  
                  
                  0.31
                  
                  
                  
                  21,938$
                  1.24
                  
                  
                  $
                  84,350
  (A)           Represents
distributions declared and paid in the first quarter related to the fourth
quarter of the prior year.
 
 Cash
distributions per share are declared and paid based on the total outstanding
shares as of the record date and are typically paid in the quarter following the
quarter that FFO is generated.
   F-19
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 3.      Business
Segments (continued)
 
 The
following table is a summary of other financial information by business
segment:
 
 RealEstate
      Operations
                        
                        
                        Investment
                          Banking/
                          Investment
                          Services
                        
                        
                        Total(in
      thousands)December
      31, 2008:Revenue
                        
                        $
                        113,009
                        
                        
                        $
                        7,407
                        
                        
                        $
                        120,416Interest
      income
                        
                        
                        709
                        
                        
                        
                        36
                        
                        
                        
                        745Interest
      expense
                        
                        
                        4,921
                        
                        
                        
                        -
                        
                        
                        
                        4,921Income
      from discontinued operations, net
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Capital
      expenditures
                        
                        
                        7,013
                        
                        
                        
                        102
                        
                        
                        
                        7,115Investment
      in non-consolidated REITs
                        
                        
                        83,046
                        
                        
                        
                        -
                        
                        
                        
                        83,046Identifiable
      assets
                        
                        
                        1,020,456
                        
                        
                        
                        4,977
                        
                        
                        
                        1,025,433December
      31, 2007:Revenue
                        
                        $
                        108,070
                        
                        
                        $
                        18,923
                        
                        
                        $
                        126,993Interest
      income
                        
                        
                        2,317
                        
                        
                        
                        60
                        
                        
                        
                        2,377Interest
      expense
                        
                        
                        7,684
                        
                        
                        
                        -
                        
                        
                        
                        7,684Income
      from discontinued operations, net
                        
                        
                        1,190
                        
                        
                        
                        -
                        
                        
                        
                        1,190Capital
      expenditures
                        
                        
                        11,031
                        
                        
                        
                        69
                        
                        
                        
                        11,100Investment
      in non-consolidated REITs
                        
                        
                        85,663
                        
                        
                        
                        -
                        
                        
                        
                        85,663Identifiable
      assets
                        
                        
                        997,145
                        
                        
                        
                        6,321
                        
                        
                        
                        1,003,466December
      31, 2006:Revenue
                        
                        $
                        85,261
                        
                        
                        $
                        21,984
                        
                        
                        $
                        107,245Interest
      income
                        
                        
                        2,949
                        
                        
                        
                        49
                        
                        
                        
                        2,998Interest
      expense
                        
                        
                        2,449
                        
                        
                        
                        -
                        
                        
                        
                        2,449Income
      from discontinued operations, net
                        
                        
                        7,951
                        
                        
                        
                        -
                        
                        
                        
                        7,951Capital
      expenditures
                        
                        
                        15,604
                        
                        
                        
                        185
                        
                        
                        
                        15,789Investment
      in non-consolidated REITs
                        
                        
                        5,064
                        
                        
                        
                        -
                        
                        
                        
                        5,064Identifiable
      assets
                        
                        
                        948,261
                        
                        
                        
                        7,056
                        
                        
                        
                        955,317
 
 4.      Related
Party Transactions
 
 Investment
in Sponsored REITs
 
 At
December 31, 2008, we held an interest in 12 Sponsored REITs, of which ten were
fully syndicated and two were underway.  At December 31, 2007, we held
an interest in 12 Sponsored REITs, of which eleven were fully syndicated and one
was underway that commenced in September 2007.  The syndication of
East Wacker was completed in December 2007 and the Company purchased a preferred
stock investment in it.  At December 31, 2006, we held an interest in
10 Sponsored REITs, of which nine were fully syndicated and one was
substantially syndicated.  The syndication of Phoenix Tower was
completed in September 2006 and the Company purchased a preferred stock
investment in it.
 
 The
table below shows the Company’s income and expenses from Sponsored
REITs.  Management fees of $20,000 and $2,000 for the years ended
December 31, 2007 and 2006, respectively, and interest expense related to the
Company’s mortgages on properties owned by these entities are eliminated in
consolidation.  There was no income or expenses from Sponsored REITs
that were consolidated during the year ended December 31, 2008.
 
  F-20
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 4.      Related
Party Transactions (continued)
 
 Year
      Ended December 31,(in
      thousands)
                  
                  2007
                  
                  
                  2006Operating
      Data:Rental
      revenues
                  
                  $
                  3,510
                  
                  
                  $
                  1,416Operating
      and maintenance expenses
                  
                  
                  1,834
                  
                  
                  
                  636Depreciation
      and amortization
                  
                  
                  855
                  
                  
                  
                  326Interest
      expense: permanent mortgage loan
                  
                  
                  179
                  
                  
                  
                  -Interest
      expense: acquisition loan
                  
                  
                  1,448
                  
                  
                  
                  597Interest
      income
                  
                  
                  51
                  
                  
                  
                  22$
                  (755
                  )
                  
                  $
                  (121
                  )
 
 Equity in earnings of
investment in
non-consolidated REITs:
  The
following table includes equity in earnings of investments in non-consolidated
REITs:
  Year
      Ended December 31,(in
      thousands)
                        
                        2008
                        
                        
                        2007
                        
                        
                        2006Equity
      in earnings (losses) of Sponsored REITs
                        
                        $
                        211
                        
                        
                        $
                        (627
                        )
                        
                        $
                        664Equity
      in earnings of Blue Lagoon
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        75Equity
      in earnings of Park Ten Development
                        
                        
                        9
                        
                        
                        
                        6
                        
                        
                        
                        25Equity
      in earnings of Phoenix Tower
                        
                        
                        28
                        
                        
                        
                        201
                        
                        
                        
                        81Equity
      in earnings (losses) of East Wacker
                        
                        
                        2,499
                        
                        
                        
                        (44
                        )
                        
                        
                        -$
                        2,747
                        
                        
                        $
                        (464
                        )
                        
                        $
                        845
  Equity
in earnings (losses) 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 Blue Lagoon is derived from the Company’s preferred stock
investment in the entity.  In January 2004 the Company purchased 49.25
preferred shares or 8.22% of Blue Lagoon for $4,248,000 (which represented
$4,925,000 at the offering price net of commissions of $394,000 and loan fees of
$283,000 that were excluded).  Blue Lagoon was one of the 2006 Target
REITs that the Company acquired by merger on April 30, 2006 at which time the
preferred stock investment was canceled and the merger was accounted for as a
purchase, and the acquired assets and liabilities were recorded at their fair
value.
  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 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).
  Equity
in earnings (losses) 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).
   F-21
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 4.      Related
Party Transactions (continued)
  The
following table includes distributions received from non-consolidated
REITs:
  Year
      Ended December 31,(in
      thousands)
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Distributions
      from Sponsored REITs
                      
                      $
                      1,031
                      
                      
                      $
                      1,441
                      
                      
                      $
                      561Distributions
      from Blue Lagoon
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      187Distributions
      from Park Ten Development
                      
                      
                      16
                      
                      
                      
                      1
                      
                      
                      
                      27Distributions
      from Phoenix Tower
                      
                      
                      171
                      
                      
                      
                      364
                      
                      
                      
                      8Distributions
      from East Wacker
                      
                      
                      4,130
                      
                      
                      
                      -
                      
                      
                      
                      -$
                      5,348
                      
                      
                      $
                      1,806
                      
                      
                      $
                      783
 
  Non-consolidated
REITs
  The
Company has in the past acquired by merger entities similar to the Sponsored
REITs, including on April 30, 2006, the five 2006 Target REITs, and on May 15,
2008, Park Ten Development.  The Company’s business model for growth
includes the potential acquisition by merger in the future of Sponsored
REITs.  However, 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 2008 includes operations of the 12 Sponsored REITs the
Company held an interest in as of December 31, 2008, and Park Ten Development
from January through May 14, 2008.  The Company acquired Park Ten
Development by merger on May 15, 2008.  The operating data below for
2007 includes operations of the 12 Sponsored REITs the Company held an interest
in as of December 31, 2007.  The operating data below for 2006
includes operations of the 10 Sponsored REITs the Company held an interest in as
of December 31, 2006 and five 2006 Target REITs from January through April 30,
2006.  The five 2006 Target REITs were merged into the Company on
April 30, 2006.
 
 Summarized
financial information for the Sponsored REITs is as follows:
 
 December
      31,
                  
                  
                  December
      31,(in
      thousands)
                  
                  2008
                  
                  
                  2007Balance Sheet Data
      (unaudited):Real
      estate, net
                  
                  $
                  683,218
                  
                  
                  $
                  690,323Other
      assets
                  
                  
                  114,015
                  
                  
                  
                  89,384Total
      liabilities
                  
                  
                  (189,435
                  )
                  
                  
                  (201,617
                  )Shareholders'
      equity
                  
                  $
                  607,798
                  
                  
                  $
                  578,090
 
 For
      the Year Ended December
      31,(in
      thousands)
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Operating Data
      (unaudited):Rental
      revenues
                      
                      $
                      100,915
                      
                      
                      $
                      94,406
                      
                      
                      $
                      57,279Other
      revenues
                      
                      
                      1,834
                      
                      
                      
                      3,410
                      
                      
                      
                      3,487Operating
      and maintenance expenses
                      
                      
                      (51,463
                      )
                      
                      
                      (45,072
                      )
                      
                      
                      (28,736
                      )Depreciation
      and amortization
                      
                      
                      (24,122
                      )
                      
                      
                      (23,843
                      )
                      
                      
                      (12,875
                      )Interest
      expense
                      
                      
                      (10,194
                      )
                      
                      
                      (23,038
                      )
                      
                      
                      (14,159
                      )Net
      income
                      
                      $
                      16,970
                      
                      
                      $
                      5,863
                      
                      
                      $
                      4,996
 
 
  F-22
  
 Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 4.      Related
Party Transactions (continued)
 
 Syndication
fees and Transaction fees:
 
 The
Company provided syndication and real estate acquisition advisory services for
Sponsored REITs.  Syndication, development and transaction fees from
non-consolidated entities amounted to approximately $7,407,000, $18,884,000, and
$21,955,000 for the years ended December 31, 2008, 2007 and 2006,
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 management fee
income from non-consolidated entities amounted to approximately $928,000,
$867,000, and $627,000 for the years ended December 31, 2008, 2007 and 2006,
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 offering 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 capital expenditures and other costs of leasing.  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., and which is available but has not been drawn on as of December 31,
2008.  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., and which is available but has not been drawn on as of
December 31, 2008.  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.  Advances under the Highland Revolver bear
interest at a rate equal to the 30 day LIBOR rate plus 200 basis
points.  The Phoenix Revolver, the Waterford Revolver and the Highland
Revolver were made to fund capital expenditures, costs of leasing and for other
purposes and each is secured by a mortgage on the underlying property. The
Company anticipates that any advances made 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 from interim mortgage loans and advances on
the Highland Revolver of approximately $811,000, $6,163,000, and $1,456,000 for
the years ended December 31, 2008, 2007 and 2006, respectively, relating to
these loans.
 
 5.      Bank
note payable and term note payable
 
 As
of December 31, 2008 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 December
31, 2008 and the Revolver at December 31, 2007.
  F-23
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 5.      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 December 31, 2008) or a rate equal to LIBOR plus 100
basis points (1.5% at December 31, 2008).  There were borrowings of
$67,468,000 and $84,750,000 at the LIBOR plus 100 basis point rate at a weighted
average rate of 2.39% and 6.2% outstanding under the Revolver at December 31,
2008 and 2007, respectively.  The weighted average interest rate on
amounts outstanding during 2008 and 2007 was approximately 3.61% and 6.51%,
respectively.
  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 causes
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 capital expenditures, costs of
leasing or for other purposes which would be repaid from long-term financing of
the property, cash flows from the property or a capital event.
  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 pursuant to an interest rate
swap agreement.
 
 The
estimated principal repayments in subsequent years succeeding December 31, 2008
are as follows:
 
 (in
      thousands)
                          
                          Year
      ended
                            December
      31,2009
                          
                          $
                          67,4682010
                          
                          
                          1502011
                          
                          
                          74,850$
                          142,468
  6.      Financial
Instruments: Derivatives and Hedging
 
 On
October 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 5.
 
 In
accordance with SFAS No. 133 the interest swap agreement qualifies as a cash
flow hedge and has been recognized on the consolidated balance sheet at fair
value.  If a derivative qualifies as a hedge under 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 of SFAS
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.
  F-24
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 6.      Financial
Instruments: Derivatives and Hedging (continued)
 
 The
following table summarizes the notional and fair value of our derivative
financial instrument at December 31, 2008.  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 (in
thousands).
 
 Notional
                  Value
                
                Strike
                  Rate
                
                Effective
                  Date
                
                Expiration
                  Date
                
                Fair
                  ValueInterest
      Rate Swap
                
                $
                75,000
                
                5.840%
                
                10/2008
                
                10/2011
                
                $
                (3,099
                )
  On
December 31, 2008, the derivative instrument was reported as an obligation at
its fair value of approximately $3.1 million.  This is included in
other liabilities: derivative termination value on the consolidated balance
sheet at December 31, 2008.  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 $1.1 million 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.
 
 7.      Stockholders’
Equity
 
 Equity-Based
Compensation
 
 On
May 20, 2002, the stockholders of the Company approved the 2002 Stock Incentive
Plan (the "Plan").  The Plan is an equity-based incentive compensation
plan, and provides for the grants of up to a maximum of 2,000,000 shares of the
Company's common stock ("Awards").  All of the Company's employees,
officers, directors, consultants and advisors are eligible to be granted awards.
Awards under the Plan are made at the discretion of the Company's Board of
Directors, and have no vesting requirements.  Upon granting an Award,
the Company will recognize compensation cost equal to the fair value of the
Company's common stock, as determined by the Company's Board of Directors, on
the date of the grant.
 
 The
Company has not issued any shares under the Plan since 2005, and there are
currently 1,944,428 shares available for grants under the Plan.
  Repurchase
of Common Shares
 
 On
October 28, 2005, the Board of Directors of the Company authorized the
repurchase of up to $35 million, over a two year period, of the Company’s common
stock from time to time on the open market or in privately negotiated
transactions.  The Company subsequently repurchased 731,000 shares of
common stock during the fourth quarter of 2005 at an aggregate cost of
$13,992,000 at an average cost of $19.14 per share.  There were no
repurchases during 2006.
 
 On
September 10, 2007, FSP Corp. announced that the Board of Directors of FSP Corp.
had authorized certain modifications to the Company’s October 28, 2005 common
stock repurchase plan, including authorization to repurchase of up to $50
million of the Company’s common stock (inclusive of all repurchases made
pursuant to the October 28, 2005 plan) from time to time in the open market
or in privately negotiated transactions.  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. The Company
subsequently repurchased 285,600 shares of common stock during the third quarter
of 2007 at an aggregate cost of $4,767,000 at an average cost of $16.69 per
share.  The excess of the purchase price over the par value of the
shares repurchased is applied to reduce additional paid-in
capital.  There were no repurchases during 2008.
 
  F-25
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 7.      Stockholders’
Equity (continued)
 
 A
summary of the repurchase of common shares by the Company is shown in the
following table:
 
 (Dollars
      in thousands)Shares
                            
                            
                            CostBalance
      December 31, 2005 and 2006
                            
                            
                            731,898
                            
                            
                            $
                            14,008Repurchase
      of shares
                            
                            
                            285,600
                            
                            
                            
                            4,767Balance
      December 31,2007 and 2008
                            
                            
                            1,017,498
                            
                            
                            $
                            18,775
 
 Accumulated
Other Comprehensive Income or Loss
 
 The
table below sets forth activity in the accumulated other comprehensive loss
component of stockholders’ equity and reconciles net income to total
comprehensive income for the year ended December 31, 2008.  There were
no other comprehensive income or loss components for the years ended December
31, 2007 or 2006.
 
 Accumulated
      other comprehensive loss(in
      thousands)
                          
                          2008Beginning
      balance
                          
                          $
                          -Unrealized
      loss on derivative
                          
                          
                          (3,099
                          )Ending
      balance
                          
                          $
                          (3,099
                          )Total
      comprehensive income(in
      thousands)
                          
                          2008Net
      income
                          
                          $
                          31,959Unrealized
      loss on derivative
                          
                          
                          (3,099
                          )Total
      comprehensive income
                          
                          $
                          28,860
 
 8.      Federal
Income Tax Reporting
 
 General
 
 The
Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended (the "Code").  As a REIT, the Company generally is
entitled to a tax deduction for distributions paid to its shareholders, thereby
effectively subjecting the distributed net income of the Company to taxation at
the shareholder level only.  The Company must comply with a variety of
restrictions to maintain its status as a REIT.  These restrictions
include the type of income it can earn, the type of assets it can hold, the
number of shareholders it can have and the concentration of their ownership, and
the amount of the Company’s taxable income that must be distributed
annually.
 
 One
such restriction is that the Company generally cannot own more than 10% of the
voting power or value of the securities of any one issuer unless the issuer is
itself a REIT or a taxable REIT subsidiary (“TRS”).  In the case of
TRSs, the Company’s ownership of securities in all TRSs generally cannot exceed
20% 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”.
  F-26
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 8.      Federal
Income Tax Reporting(continued)
 
 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.
  Net
operating losses
 
 Section
382 of the Code restricts a corporation's ability to use net operating losses
(“NOLs") to offset future taxable income following certain "ownership changes."
Such ownership changes occurred with past mergers and accordingly a portion of
the NOLs incurred by the Sponsored REITs available for use by the Company in any
particular future taxable year will be limited. To the extent that the Company
does not utilize the full amount of the annual NOLs limit, the unused amount may
be carried forward to offset taxable income in future years. NOLs expire 20
years after the year in which they arise, and the last of the Company’s NOLs
will expire in 2027. A valuation allowance is provided for the full amount of
the NOLs as the realization of any tax benefits from such NOLs is not
assured.  In 2006, the Company used $3,722,000 of NOLs in connection
with its 2005 tax return.  The gross amount of NOLs available to the
Company were $13,041,000, $12,376,000, and $10,953,000 as of December 31, 2008,
2007 and 2006, respectively.
 
 Tax Rates
 
 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
      the years ended December 31,(Dollars
      in thousands)
                            
                            2008
                            
                            
                            2007
                            
                            
                            2006Federal
      income tax at statutory rate
                            
                            $
                            (736
                            )
                            
                            
                            34.0
                            %
                            
                            $
                            546
                            
                            
                            
                            34.0
                            %
                            
                            $
                            709
                            
                            
                            
                            34.0
                            %Increase
      (decrease) in taxes resulting from:State
      income taxes, net of federal impact
                            
                            
                            (136
                            )
                            
                            
                            6.3
                            %
                            
                            
                            101
                            
                            
                            
                            6.3
                            %
                            
                            
                            130
                            
                            
                            
                            6.3
                            %Valuation
      allowance on state tax credit
                            
                            
                            136
                            
                            
                            
                            n/aRevised
      Texas franchise tax
                            
                            
                            246
                            
                            
                            
                            n/a
                            
                            
                            
                            226
                            
                            
                            
                            n/a
                            
                            
                            
                            n/a
                            
                            
                            
                            n/aTaxes
      on income
                            
                            $
                            (490
                            )
                            
                            
                            40.3
                            %
                            
                            $
                            873
                            
                            
                            
                            40.3
                            %
                            
                            $
                            839
                            
                            
                            
                            40.3
                            %
 
 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.  FSP Investments has
approximately a $736,000 federal tax benefit arising from the 2008 loss which
should be fully utilized by carrying that loss back to tax years 2006 and
2007.  A valuation allowance of approximately $136,000 was recorded to
reduce the tax benefit of the 2008 loss 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 $246,000 and $226,000 for the years ended December 31, 2008 and
2007, respectively.
 
  F-27
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 8.           Federal
Income Tax Reporting (continued)
 
 At
December 31, 2008 and 2007, the Company’s net tax basis of its real estate
assets is less than the amount set forth in the Company’s consolidated balance
sheets by $87,877,000 and $79,923,000, respectively.
 
 Reconciliation
Between GAAP Net Income and Taxable Income
 
 The
following reconciles book net income to taxable income for the years ended
December 31, 2008, 2007 and 2006.
 
 For
      the year ended December 31,(in
      thousands)
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006Net
      income per books
                      
                      $
                      31,959
                      
                      
                      $
                      61,085
                      
                      
                      $
                      110,929Adjustments
      to book income:Book
      depreciation and amortization
                      
                      
                      34,643
                      
                      
                      
                      35,474
                      
                      
                      
                      32,047Tax
      depreciation and amortization
                      
                      
                      (21,426
                      )
                      
                      
                      (21,236
                      )
                      
                      
                      (18,697
                      )Like-kind
      exchange gain deferral
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (45,840
                      )Tax
      basis less book basis of properties sold, net
                      
                      
                      -
                      
                      
                      
                      5,622
                      
                      
                      
                      7,773Loss
      on property held for sale
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,849Straight
      line rent adjustment, net
                      
                      
                      (1,406
                      )
                      
                      
                      (3,126
                      )
                      
                      
                      (1,305
                      )Deferred
      rent, net
                      
                      
                      88
                      
                      
                      
                      (26
                      )
                      
                      
                      85Non-taxable
      distributions
                      
                      
                      (1,075
                      )
                      
                      
                      (107
                      )
                      
                      
                      (84
                      )Other,
      net
                      
                      
                      4,526
                      
                      
                      
                      1,453
                      
                      
                      
                      (562
                      )Taxable
      income
                      
                      
                      47,309
                      
                      
                      
                      79,139
                      
                      
                      
                      89,195Less:
      Capital gains recognized
                      
                      
                      (1,031
                      )
                      
                      
                      (30,835
                      )
                      
                      
                      (28,738
                      )Taxable
      income subject to distribution requirement
                      
                      $
                      46,278
                      
                      
                      $
                      48,304
                      
                      
                      $
                      60,457
 
 Tax
Components
 
 The
following summarizes the tax components of the Company’s common distributions
paid per share for the years ended December 31, 2008, 2007 and
2006:
 
 2008
                        
                        
                        2007
                        
                        
                        2006Per
      Share
                        
                        
                        %
                        
                        
                        Per
      Share
                        
                        
                        %
                        
                        
                        Per
      Share
                        
                        
                        %Ordinary
      income
                        
                        $
                        0.67
                        
                        
                        
                        66.98
                        %
                        
                        $
                        0.81
                        
                        
                        
                        65.24
                        %
                        
                        $
                        0.80
                        
                        
                        
                        63.73
                        %Qualified
      dividends
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        0.01
                        
                        
                        
                        1.08
                        %Capital
      gain (1)
                        
                        
                        0.01
                        
                        
                        
                        1.46
                        %
                        
                        
                        0.43
                        
                        
                        
                        34.76
                        %
                        
                        
                        0.43
                        
                        
                        
                        35.19
                        %Return
      of capital
                        
                        
                        0.32
                        
                        
                        
                        31.56
                        %
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        $
                        1.00
                        
                        
                        
                        100
                        %
                        
                        $
                        1.24
                        
                        
                        
                        100
                        %
                        
                        $
                        1.24
                        
                        
                        
                        100
                        %
 
 (1)
              For
      2008, the 1.46% is taxed at 15%.  For 2007, the 34.76% consists
      of 26.58% and 8.18% taxed at 15% and 25% respectively.  For
      2006, the 35.19% consists of 26.50% and 8.69% taxed at 15% and 25%,
      respectively.
  F-28
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 9.        
Commitments
 
 The
Company's commercial real estate operations include the leasing of office
buildings and industrial properties subject to leases with terms greater than
one year. The leases expire at various dates through 2020. The following is a
schedule of approximate future minimum rental income on non-cancelable operating
leases as of December 31, 2008:
  
 (in
      thousands)
                      
                      Year
      ended December 31,2009
                      
                      $
                      88,9482010
                      
                      
                      76,1512011
                      
                      
                      64,2062012
                      
                      
                      53,4532013
                      
                      
                      45,090Thereafter
      (2014-2020)
                      
                      
                      108,211$
                      436,059
 
 The
Company leases its corporate office space under an operating lease that was
amended in 2007 and has a three year renewal option.  The lease
includes a base annual rent and additional rent for the Company's share of taxes
and operating costs and expires in 2010.  Future minimum lease
payments are as follows:
 
 (in
      thousands)
                      
                      Year
      ended
                        December
      31,2009
                      
                      $
                      3362010
                      
                      
                      196$
                      532
  Rent
expense was approximately $339,000, $284,000 and $301,000 for the years ended
December 31, 2008, 2007 and 2006, respectively, and is included in selling,
general and administration expenses in the Consolidated Statements of
Income.
 
 The
Company has entered into the Phoenix Revolver, the Waterford Revolver and the
Highland Revolver described in Note 4, which provide for up to $27.5 million in
borrowings of which $1,125,000 has been drawn and is outstanding.  The
Company anticipates that any advances made 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.
  10.           Retirement
Plan
 
 In
2006, the Company established a 401(k) plan to cover eligible employees, which
permits deferral of up to $15,500 per year (indexed for inflation) into the
401(k) plan, subject to certain limitations imposed by the Internal Revenue
Code.  An employee’s elective deferrals are immediately vested upon
contribution to the 401(k) plan.  The Company matches employee
contributions to the 401(k) plan dollar for dollar up to 3% of each employee’s
annual compensation up to $200,000.  In addition, we may elect to make
an annual discretionary profit-sharing contribution.  The Company’s
total contribution under the 401(k) plan amounted to $115,000, $138,000 and
$133,000 for the years ended December 31, 2008, 2007 and 2006,
respectively.
 
 11.           Discontinued
Operations
 
 During
2006, the Company reached an agreement to sell a commercial property, located in
Greenville, South Carolina, which sold on January 31, 2007.  In May
2007, the Company reached an agreement to sell a property located in Westford,
Massachusetts, which sold on July 16, 2007.  During June 2007, the
Company sold a property located in Alpharetta, Georgia at a gain and a property
located in San Diego, California.  During December 2007, the Company
sold a property located in Austin, Texas.
  F-29
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 11.           Discontinued
Operations (continued)
 
 Accordingly,
all of the properties sold are classified as discontinued operations on our
financial statements for the years ended December 31, 2007 and 2006,
respectively.  There were no property sales during the year ended
December 31, 2008.  Income from discontinued operations of the sold
properties was approximately $1.2 million and $7.9 million for the years ended
December 31, 2007 and 2006, respectively.  For the year ended December
31, 2007, the Company reported $23.8 million as gain on sale of
properties.  For the year ended December 31, 2006, the Company
reported $61.4 million as gain on sale of properties including a provision for
loss on the property held for sale.
 
 During
the year ended December 31, 2007, gains on sales of properties are summarized
below:
 
 (in
      thousands)
                
                
                
                NetCity/
                Property
                Date
      of
                SalesProperty
      Address
                State
                Type
                Sale
                Proceeds
                
                Gain33
      & 37 Villa Road
                Greenville,
      SC
                Office
                January
      31, 2007
                $        5,830
                
                $              -11680
      Great Oaks Way
                Alpharetta,
      GA
                Office
                June
      21, 2007
                32,535
                
                6,60117030
      Goldentop Road
                San
      Diego, CA
                Office
                June
      27, 2007
                36,199
                
                14,74110
      Lyberty Way
                Westford,
      MA
                Office
                July
      16, 2007
                10,861
                
                1,94211211
      Taylor Draper Lane
                Austin,
      TX
                Office
                December
      20, 2007
                10,429
                
                257Settlement
      of escrows onprior
      property sales
                
                
                
                248
                
                248Net
      Sales Proceeds and Gainon
      sales of real estate
                
                
                
                $      96,102
                
                $     23,789
 
 During
the year ended December 31, 2006, gains on sales of properties and a provision
for loss from assets held for sale were recognized and are summarized
below:
 
 (in thousands)
                        
                        
                        
                        NetCity/
                        Property
                        Date
      of
                        SalesProperty
      Address
                        State
                        Type
                        Sale
                        Proceeds
                        
                        Gain/(Loss)22400
      Westheimer Parkway
                        Katy,
      TX
                        Apartment
                        May
      24, 2006
                        $         18,204
                        
                        $          2,3734995
      Patrick Henry Drive
                        Santa
      Clara, CA
                        Office
                        May
      31, 2006
                        8,188
                        
                        1,55712902
      Federal Systems Park Drive
                        Fairfax,
      VA
                        Office
                        May
      31, 2006
                        61,412
                        
                        24,240One
      Technology Drive
                        Peabody,
      MA
                        Industrial
                        August
      9, 2006
                        15,995
                        
                        6,3662251
      Corporate Park Drive
                        Herndon,
      VA
                        Office
                        November
      16, 2006
                        58,022
                        
                        27,941451
      Andover Street&
      203 Turnpike Street
                        North
      Andover, MA
                        Office
                        December
      21, 2006
                        11,362
                        
                        3,810Net
      Sales Proceeds and Gainon
      sales of real estate
                        
                        
                        
                        $       173,183
                        
                        66,287Provision
      for loss onproperty
      held for sale:33
      & 37 Villa Road
                        Greenville,
      SC
                        Office
                        January
      31, 2007
                        
                        
                        (4,849)$        61,438
 
 
  F-30
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 11.           Discontinued
Operations (continued)
 
 The
operating results for the real estate assets sold or held for sale are
summarized below.
 
 For
      the Years Ended(in
      thousands)
                          
                          December
      31,2007
                          
                          
                          2006Rental
      revenue
                          
                          $
                          4,284
                          
                          
                          $
                          19,501Rental
      operating expenses
                          
                          
                          (1,248
                          )
                          
                          
                          (5,556
                          )Real
      estate taxes and insurance
                          
                          
                          (662
                          )
                          
                          
                          (1,980
                          )Depreciation
      and amortization
                          
                          
                          (1,192
                          )
                          
                          
                          (4,015
                          )Interest
      income
                          
                          
                          8
                          
                          
                          
                          1Net
      income from discontinued operations
                          
                          $
                          1,190
                          
                          
                          $
                          7,951
 
 12.           Subsequent
Events
 
 On
January 13, 2009, a wholly-owned subsidiary of the Company terminated an
agreement for the purchase and sale of an office property located in Chicago,
Illinois.
 
 On
January 16, 2009, the Board of Directors of the Company declared a cash
distribution of $0.19 per share of common stock payable on February 20, 2009 to
stockholders of record on January 30, 2009.
 
 On
January 22, 2009, the Company made a $3.6 million advance under the Phoenix
Revolver.
 
 
  F-31
  Franklin
Street Properties Corp.
 Notes
to the Consolidated Financial Statements
 
 13.           Selected
Unaudited Quarterly Information
 
 Selected
unaudited quarterly information is shown in the following table:
 
 2008First
                
                
                Second
                
                
                Third
                
                
                FourthQuarter
                
                
                Quarter
                
                
                Quarter
                
                
                Quarter(in
      thousands, except per share data)Revenue
                
                $
                27,610
                
                
                $
                34,537
                
                
                $
                28,924
                
                
                $
                29,345Income
      from continuing operations
                
                $
                7,386
                
                
                $
                10,535
                
                
                $
                7,419
                
                
                $
                6,619Net
      income
                
                $
                7,386
                
                
                $
                10,535
                
                
                $
                7,419
                
                
                $
                6,619Basic
      and diluted net income per share
                
                $
                0.10
                
                
                $
                0.15
                
                
                $
                0.11
                
                
                $
                0.09Weighted
      average number of shares outstanding
                
                
                70,481
                
                
                
                70,481
                
                
                
                70,481
                
                
                
                70,481
 
 2007First
                
                
                Second
                
                
                Third
                
                
                FourthQuarter
                
                
                Quarter
                
                
                Quarter
                
                
                Quarter(in
      thousands, except per share data)Revenue
                
                $
                32,996
                
                
                $
                31,976
                
                
                $
                29,934
                
                
                $
                32,087Income
      from continuing operations
                
                $
                9,063
                
                
                $
                10,224
                
                
                $
                7,615
                
                
                $
                9,204Income
      from discontinued operations
                
                
                669
                
                
                
                662
                
                
                
                (71
                )
                
                
                (70
                )Gain
      on sale of properties
                
                
                -
                
                
                
                21,590
                
                
                
                1,942
                
                
                
                257Net
      income
                
                $
                9,732
                
                
                $
                32,476
                
                
                $
                9,486
                
                
                $
                9,391Basic
      and diluted net income per share
                
                $
                0.14
                
                
                $
                0.46
                
                
                $
                0.13
                
                
                $
                0.13Weighted
      average number of shares outstanding
                
                
                70,766
                
                
                
                70,766
                
                
                
                70,596
                
                
                
                70,481
 
  F-32
  Schedule
II
 
 
 Franklin
Street Properties Corp.
 Valuation
and qualifying accounts:
 
 (in
      thousands)
                    
                    
                    
                    
                    AdditionsBalance
      at
                    
                    
                    charged
      to
                    
                    
                    
                    
                    
                    
                    
                    
                    Balancebeginning
                    
                    
                    costs
      and
                    
                    
                    
                    
                    
                    
                    
                    
                    at
      endClassification
                    
                    of
      year
                    
                    
                    expenses
                    
                    
                    Deductions
                    
                    
                    Other
                    
                    
                    of
      yearAllowance
      for doubtful accounts2006
                    
                    $
                    350
                    
                    
                    $
                    205
                    
                    
                    $
                    (122
                    )
                    
                    $
                    -
                    
                    
                    $
                    4332007
                    
                    
                    433
                    
                    
                    
                    -
                    
                    
                    
                    (3
                    )
                    
                    
                    -
                    
                    
                    
                    4302008
                    
                    
                    430
                    
                    
                    
                    79
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    509Straight-line
      rent allowancefor
      doubtful accounts2006
                    
                    $
                    163
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    1632007
                    
                    
                    163
                    
                    
                    
                    98
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2612008
                    
                    
                    261
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    261
 
 
 
  F-33
  SCHEDULE
III
 
 FRANKLIN
STREET PROPERTIES CORP.
 REAL
ESTATE AND ACCUMULATED DEPRECIATION
 December
31, 2008
  Initial
      Cost
                                                                                        
                                                                                        
                                                                                        Historical
      CostDescription
                                                                                        
                                                                                        Encumbrances
                                                                                            (1)
                                                                                        
                                                                                        Land
                                                                                        
                                                                                        
                                                                                        Buildings
                                                                                          Improvements
                                                                                            and
      Equipment
                                                                                        
                                                                                        
                                                                                        Costs
      Capitalized (Disposals) Subsequent to Acquisition
                                                                                        
                                                                                        
                                                                                        Land
                                                                                        
                                                                                        
                                                                                        Buildings
                                                                                          Improvements
                                                                                            and
                                                                                            Equipment
                                                                                        
                                                                                        
                                                                                        Total
      (2)
                                                                                        
                                                                                        
                                                                                        Accumulated
                                                                                            Depreciation
                                                                                        
                                                                                        
                                                                                        Total
      Costs, Net of
                                                                                            Accumulated
                                                                                            Depreciation
                                                                                        
                                                                                        
                                                                                        Depreciable
                                                                                            Life
                                                                                            Years
                                                                                        
                                                                                        Year
                                                                                            Built
                                                                                        
                                                                                        Date
      of
                                                                                            Acquisition
                                                                                            (3)(in
      thousands)Commercial
      Properties:Park
      Seneca, Charlotte, NC
                                                                                        
                                                                                        —
                                                                                        
                                                                                        $
                                                                                        1,815
                                                                                        
                                                                                        
                                                                                        $
                                                                                        7,917
                                                                                        
                                                                                        
                                                                                        $
                                                                                        447
                                                                                        
                                                                                        
                                                                                        $
                                                                                        1,812
                                                                                        
                                                                                        
                                                                                        $
                                                                                        8,367
                                                                                        
                                                                                        
                                                                                        $
                                                                                        10,179
                                                                                        
                                                                                        
                                                                                        $
                                                                                        2,285
                                                                                        
                                                                                        
                                                                                        $
                                                                                        7,894
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1969
                                                                                        
                                                                                        1997Hillview Center,
      Milpitas, CA
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        2,203
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,813
                                                                                        
                                                                                        
                                                                                        
                                                                                        7
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,203
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,820
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,023
                                                                                        
                                                                                        
                                                                                        
                                                                                        706
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,317
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1984
                                                                                        
                                                                                        1999Southfield
      Centre, Southfield, MI
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        4,344
                                                                                        
                                                                                        
                                                                                        
                                                                                        11,455
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,384
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,344
                                                                                        
                                                                                        
                                                                                        
                                                                                        13,839
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,183
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,008
                                                                                        
                                                                                        
                                                                                        
                                                                                        15,175
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1977
                                                                                        
                                                                                        1999Bollman
      Place, Savage, MD
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        1,585
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,121
                                                                                        
                                                                                        
                                                                                        
                                                                                        420
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,585
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,541
                                                                                        
                                                                                        
                                                                                        
                                                                                        6,126
                                                                                        
                                                                                        
                                                                                        
                                                                                        983
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,143
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1984
                                                                                        
                                                                                        1999Forest
      Park, Charlotte, NC
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        1,559
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,672
                                                                                        
                                                                                        
                                                                                        
                                                                                        25
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,559
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,697
                                                                                        
                                                                                        
                                                                                        
                                                                                        7,256
                                                                                        
                                                                                        
                                                                                        
                                                                                        817
                                                                                        
                                                                                        
                                                                                        
                                                                                        6,439
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        1999Centennial
      Center, Colorado Springs, CO
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        1,549
                                                                                        
                                                                                        
                                                                                        
                                                                                        11,877
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,080
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,549
                                                                                        
                                                                                        
                                                                                        
                                                                                        12,957
                                                                                        
                                                                                        
                                                                                        
                                                                                        14,506
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,117
                                                                                        
                                                                                        
                                                                                        
                                                                                        12,389
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2000Meadow
      Point, Chantilly, VA
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        2,634
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,911
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,634
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,911
                                                                                        
                                                                                        
                                                                                        
                                                                                        21,545
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,707
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,838
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2001Timberlake,
      Chesterfield, MO
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        2,984
                                                                                        
                                                                                        
                                                                                        
                                                                                        38,661
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,840
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,984
                                                                                        
                                                                                        
                                                                                        
                                                                                        40,501
                                                                                        
                                                                                        
                                                                                        
                                                                                        43,485
                                                                                        
                                                                                        
                                                                                        
                                                                                        6,218
                                                                                        
                                                                                        
                                                                                        
                                                                                        37,267
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2001Northwest
      Point, Elk Grove Village, IL
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        2,914
                                                                                        
                                                                                        
                                                                                        
                                                                                        26,295
                                                                                        
                                                                                        
                                                                                        
                                                                                        7,218
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,914
                                                                                        
                                                                                        
                                                                                        
                                                                                        33,513
                                                                                        
                                                                                        
                                                                                        
                                                                                        36,427
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,024
                                                                                        
                                                                                        
                                                                                        
                                                                                        31,403
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2001Timberlake
      East, Chesterfield, MO
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        2,626
                                                                                        
                                                                                        
                                                                                        
                                                                                        17,608
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,805
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,626
                                                                                        
                                                                                        
                                                                                        
                                                                                        19,413
                                                                                        
                                                                                        
                                                                                        
                                                                                        22,039
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,979
                                                                                        
                                                                                        
                                                                                        
                                                                                        19,060
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2000
                                                                                        
                                                                                        2002Park
      Ten, Houston, TX
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        1,061
                                                                                        
                                                                                        
                                                                                        
                                                                                        21,303
                                                                                        
                                                                                        
                                                                                        
                                                                                        224
                                                                                        
                                                                                        
                                                                                        
                                                                                        569
                                                                                        
                                                                                        
                                                                                        
                                                                                        22,019
                                                                                        
                                                                                        
                                                                                        
                                                                                        22,588
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,136
                                                                                        
                                                                                        
                                                                                        
                                                                                        19,452
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2002Federal
      Way, Federal Way, WA
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        2,518
                                                                                        
                                                                                        
                                                                                        
                                                                                        13,212
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,355
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,518
                                                                                        
                                                                                        
                                                                                        
                                                                                        14,567
                                                                                        
                                                                                        
                                                                                        
                                                                                        17,085
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,033
                                                                                        
                                                                                        
                                                                                        
                                                                                        15,052
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1982
                                                                                        
                                                                                        2001Addison,
      Addison, TX
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        4,325
                                                                                        
                                                                                        
                                                                                        
                                                                                        48,040
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,657
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,325
                                                                                        
                                                                                        
                                                                                        
                                                                                        49,697
                                                                                        
                                                                                        
                                                                                        
                                                                                        54,022
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,073
                                                                                        
                                                                                        
                                                                                        
                                                                                        48,949
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2002Collins,
      Richardson, TX
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        4,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        42,598
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,693
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        44,291
                                                                                        
                                                                                        
                                                                                        
                                                                                        48,291
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,244
                                                                                        
                                                                                        
                                                                                        
                                                                                        44,047
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2003Montague,
      San Jose, CA
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        10,250
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,254
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,137
                                                                                        
                                                                                        
                                                                                        
                                                                                        10,250
                                                                                        
                                                                                        
                                                                                        
                                                                                        7,391
                                                                                        
                                                                                        
                                                                                        
                                                                                        17,641
                                                                                        
                                                                                        
                                                                                        
                                                                                        620
                                                                                        
                                                                                        
                                                                                        
                                                                                        17,021
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1982
                                                                                        
                                                                                        2002Greenwood,
      Englewood, CO
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        3,100
                                                                                        
                                                                                        
                                                                                        
                                                                                        30,201
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,100
                                                                                        
                                                                                        
                                                                                        
                                                                                        30,201
                                                                                        
                                                                                        
                                                                                        
                                                                                        33,301
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,968
                                                                                        
                                                                                        
                                                                                        
                                                                                        30,333
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2000
                                                                                        
                                                                                        2005River
      Crossing, Indianapolis, IN
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        3,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        36,926
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,092
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        38,018
                                                                                        
                                                                                        
                                                                                        
                                                                                        41,018
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,574
                                                                                        
                                                                                        
                                                                                        
                                                                                        37,444
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1998
                                                                                        
                                                                                        2005Willow Bend,
      Plano, TX
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        3,800
                                                                                        
                                                                                        
                                                                                        
                                                                                        14,842
                                                                                        
                                                                                        
                                                                                        
                                                                                        600
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,800
                                                                                        
                                                                                        
                                                                                        
                                                                                        15,442
                                                                                        
                                                                                        
                                                                                        
                                                                                        19,242
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,117
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,125
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2000Innsbrook,
      Glenn Allen, VA
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        5,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        40,216
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,197
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,000
                                                                                        
                                                                                        
                                                                                        
                                                                                        41,413
                                                                                        
                                                                                        
                                                                                        
                                                                                        46,413
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,029
                                                                                        
                                                                                        
                                                                                        
                                                                                        43,384
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2003380
      Interlocken, Bloomfield, CO
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        8,275
                                                                                        
                                                                                        
                                                                                        
                                                                                        34,462
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,414
                                                                                        
                                                                                        
                                                                                        
                                                                                        8,275
                                                                                        
                                                                                        
                                                                                        
                                                                                        37,876
                                                                                        
                                                                                        
                                                                                        
                                                                                        46,151
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,748
                                                                                        
                                                                                        
                                                                                        
                                                                                        43,403
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2000
                                                                                        
                                                                                        2003Blue
      Lagoon, Miami, FL
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        6,306
                                                                                        
                                                                                        
                                                                                        
                                                                                        46,124
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        6,306
                                                                                        
                                                                                        
                                                                                        
                                                                                        46,124
                                                                                        
                                                                                        
                                                                                        
                                                                                        52,430
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,154
                                                                                        
                                                                                        
                                                                                        
                                                                                        49,276
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2002
                                                                                        
                                                                                        2003Eldridge
      Green, Houston, TX
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        3,900
                                                                                        
                                                                                        
                                                                                        
                                                                                        43,791
                                                                                        
                                                                                        
                                                                                        
                                                                                        61
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,900
                                                                                        
                                                                                        
                                                                                        
                                                                                        43,852
                                                                                        
                                                                                        
                                                                                        
                                                                                        47,752
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,001
                                                                                        
                                                                                        
                                                                                        
                                                                                        44,751
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2004Liberty Plaza,
      Addison, TX
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        4,374
                                                                                        
                                                                                        
                                                                                        
                                                                                        21,146
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,973
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,374
                                                                                        
                                                                                        
                                                                                        
                                                                                        24,119
                                                                                        
                                                                                        
                                                                                        
                                                                                        28,493
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,247
                                                                                        
                                                                                        
                                                                                        
                                                                                        26,246
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1985
                                                                                        
                                                                                        2006One
      Overton, Atlanta, GA
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        3,900
                                                                                        
                                                                                        
                                                                                        
                                                                                        77,229
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,953
                                                                                        
                                                                                        
                                                                                        
                                                                                        3,900
                                                                                        
                                                                                        
                                                                                        
                                                                                        79,182
                                                                                        
                                                                                        
                                                                                        
                                                                                        83,082
                                                                                        
                                                                                        
                                                                                        
                                                                                        5,234
                                                                                        
                                                                                        
                                                                                        
                                                                                        77,848
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2002
                                                                                        
                                                                                        2006FSP
      390 Interlocken, Broomfield, CO
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        7,013
                                                                                        
                                                                                        
                                                                                        
                                                                                        37,751
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,841
                                                                                        
                                                                                        
                                                                                        
                                                                                        7,013
                                                                                        
                                                                                        
                                                                                        
                                                                                        39,592
                                                                                        
                                                                                        
                                                                                        
                                                                                        46,605
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,268
                                                                                        
                                                                                        
                                                                                        
                                                                                        44,337
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2002
                                                                                        
                                                                                        2006East
      Baltimore, Baltimore, MD
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        4,600
                                                                                        
                                                                                        
                                                                                        
                                                                                        55,267
                                                                                        
                                                                                        
                                                                                        
                                                                                        166
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,600
                                                                                        
                                                                                        
                                                                                        
                                                                                        55,433
                                                                                        
                                                                                        
                                                                                        
                                                                                        60,033
                                                                                        
                                                                                        
                                                                                        
                                                                                        2,246
                                                                                        
                                                                                        
                                                                                        
                                                                                        57,787
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1989
                                                                                        
                                                                                        2007Park
      Ten II, Houston, TX
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        1,300
                                                                                        
                                                                                        
                                                                                        
                                                                                        31,712
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,300
                                                                                        
                                                                                        
                                                                                        
                                                                                        31,778
                                                                                        
                                                                                        
                                                                                        
                                                                                        33,078
                                                                                        
                                                                                        
                                                                                        
                                                                                        545
                                                                                        
                                                                                        
                                                                                        
                                                                                        32,533
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2006
                                                                                        
                                                                                        2006Lakeside
      Crossing, Maryland Heights, MO
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        1,900
                                                                                        
                                                                                        
                                                                                        
                                                                                        16,192
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        1,900
                                                                                        
                                                                                        
                                                                                        
                                                                                        16,192
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,092
                                                                                        
                                                                                        
                                                                                        
                                                                                        44
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,048
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        2008
                                                                                        
                                                                                        2008Dulles
      Virginia, Sterling, VA
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        4,813
                                                                                        
                                                                                        
                                                                                        
                                                                                        13,285
                                                                                        
                                                                                        
                                                                                        
                                                                                        0
                                                                                        
                                                                                        
                                                                                        
                                                                                        4,813
                                                                                        
                                                                                        
                                                                                        
                                                                                        13,285
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,098
                                                                                        
                                                                                        
                                                                                        
                                                                                        1
                                                                                        
                                                                                        
                                                                                        
                                                                                        18,097
                                                                                        
                                                                                        
                                                                                        5-39
                                                                                        
                                                                                        1999
                                                                                        
                                                                                        2008Balance
      – Real Estate
                                                                                        
                                                                                        —
                                                                                        
                                                                                        $
                                                                                        107,648
                                                                                        
                                                                                        
                                                                                        $
                                                                                        774,881
                                                                                        
                                                                                        
                                                                                        $
                                                                                        35,589
                                                                                        
                                                                                        
                                                                                        $
                                                                                        107,153
                                                                                        
                                                                                        
                                                                                        $
                                                                                        811,031
                                                                                        
                                                                                        
                                                                                        $
                                                                                        918,184
                                                                                        
                                                                                        
                                                                                        $
                                                                                        74,126
                                                                                        
                                                                                        
                                                                                        $
                                                                                        844,058




(1)
              There
      are no encumbrances on the above
properties.
 (2)
              The
      aggregate cost for Federal Income Tax purposes is
  $803,547
 (3)
              Original
      date of acquisition by Sponsored
Entity.


F-34
  The
following table summarizes the changes in the Company's real estate investments
and accumulated depreciation:
 
 December
      31,(in
      thousands)
                    
                    2008
                    
                    
                    2007
                    
                    
                    2006Real
      estate investments, at cost:Balance,
      beginning of year
                    
                    $
                    842,379
                    
                    
                    $
                    854,440
                    
                    
                    $
                    595,194Acquisition
      by merger
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    206,715Acquisitions
                    
                    
                    69,202
                    
                    
                    
                    59,867
                    
                    
                    
                    151,802Improvements
                    
                    
                    6,603
                    
                    
                    
                    11,030
                    
                    
                    
                    15,814Assets
      held for sale
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (82,909
                    )Dispositions
                    
                    
                    -
                    
                    
                    
                    (82,958
                    )
                    
                    
                    (115,085
                    )Balance
      - Real Estate
                    
                    
                    918,184
                    
                    
                    
                    842,379
                    
                    
                    
                    771,531Assets
      held for sale
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    82,909Balance,
      end of year
                    
                    $
                    918,184
                    
                    
                    $
                    842,379
                    
                    
                    $
                    854,440Accumulated
      depreciation:Balance,
      beginning of year
                    
                    $
                    52,060
                    
                    
                    $
                    45,120
                    
                    
                    $
                    35,966Depreciation
                    
                    
                    22,066
                    
                    
                    
                    21,450
                    
                    
                    
                    17,365Assets
      held for sale
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (8,873
                    )Dispositions
                    
                    
                    -
                    
                    
                    
                    (14,510
                    )
                    
                    
                    (12,813
                    )Balance
      - Accumulated Depreciation
                    
                    
                    74,126
                    
                    
                    
                    52,060
                    
                    
                    
                    31,645Assets
      held for sale
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    13,475Balance,
      end of year
                    
                    $
                    74,126
                    
                    
                    $
                    52,060
                    
                    
                    $
                    45,120
  F-35