Exhibit 99.1
999 Peachtree
Financial Statements
For the Period January 1, 2013
to June 30, 2013
and For the Year Ended
December 31, 2012
Contents
Page(s)
| Report of independent auditors | 1-2 |
| Statements of revenue over certain operating expenses | 3 |
| Notes to statements of revenue over certain operating expenses | 4-6 |
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
Franklin Street Properties Corp.
Wakefield, Massachusetts
We have audited the accompanying statements of revenue over certain operating expenses (the "Statements") of the property known as999 Peachtree (the “Property”) for the period January 1, 2013 to June 30, 2013, and for the year ended December 31, 2012, and the related notes.
Management’s Responsibility for the Statements
Management is responsible for the preparation and fair presentation of the Statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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The accompanying Statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K of Franklin Street Properties Corp.) as described in Note 2 to the Statements and are not intended to be a complete presentation of the Property’s revenue and expenses.
Opinion
In our opinion, the Statements of the Property referred to above present fairly, in all material respects, the revenue over certain operating expenses described in Note 2 to the Statements of the Property for the period January 1, 2013 to June 30, 2013, and for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.
/s/ Braver PC
Needham, Massachusetts
July 29, 2013
| 2 |
999 Peachtree
Statements of Revenue over Certain Operating Expenses
For the Period January 1, 2013 to June 30, 2013 and
For the Year Ended December 31, 2012
| For the Period January 1, 2013 to June 30, 2013 | For the Year Ended December 31, 2012 | |||||||
| Revenue | ||||||||
| Rental income | $ | 8,458,493 | $ | 16,215,007 | ||||
| Certain operating expenses | ||||||||
| Taxes and insurance | 871,486 | 1,661,588 | ||||||
| Operating and maintenance | 2,001,384 | 4,370,456 | ||||||
| Management fees | 153,640 | 274,537 | ||||||
| Administrative | 45,644 | 110,408 | ||||||
| Total expenses | 3,072,154 | 6,416,989 | ||||||
| Excess of revenue over certain operating expenses | $ | 5,386,339 | $ | 9,798,018 | ||||
See notes to statements of revenue over certain operating expenses
| 3 |
999 Peachtree
Notes to Statements of
Revenue over Certain Operating Expenses
For the Period January 1, 2013 to June 30, 2013
And for the Year Ended December 31, 2012
| 1. | Description of the Property |
The accompanying statements of revenue over certain operating expenses (the “Statements”) of 999 Peachtree include the operations of a commercial building located in the Midtown business district of Atlanta, Georgia (the “Property”). The Property is a fully constructed, 28-story, multi-tenant office building containing approximately 621,946 rentable square feet of space and a 9-story parking garage. The Property was owned by Jamestown 999 Peachtree, L.P. and sold to FSP 999 Peachtree LLC (the “Property Owner”), a subsidiary of Franklin Street Properties Corp., on July 1, 2013.
| 2. | Summary of Significant Accounting Policies |
Basis of Accounting
The accompanying Statements have been prepared on the accrual basis of accounting. The Statements have been prepared in accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for real estate properties acquired or to be acquired. Accordingly, these Statements exclude certain historical expenses not comparable to the operations of the Property after acquisition such as amortization, depreciation, interest, corporate expenses and certain other costs not directly related to future operations of the Property. Therefore, the amounts reported in the Statements may not be comparable to the results of operations reported for the future operations of the Property. Except for this factor, the Property Owner is not aware of any material factors during the year ended December 31, 2012, or the period January 1, 2013 to June 30, 2013, that would cause the reported financial information not to be indicative of future operating results.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ from these estimates.
Revenue Recognition
Rental income includes income from leases, certain reimbursable expenses, parking, and straight-line rent adjustments associated with renting the Property. A summary of rental income is shown in the following table:
| January 1, 2013 | Year Ended | |||||||
| to | December 31, | |||||||
| June 30, 2013 | 2012 | |||||||
| Lease revenue | $ | 6,497,980 | $ | 11,236,410 | ||||
| Parking revenue | 722,829 | 1,315,254 | ||||||
| Straight-line rent adjustment | 593,144 | 2,259,183 | ||||||
| Reimbursable expenses and other | 644,540 | 1,404,160 | ||||||
| Total | $ | 8,458,493 | $ | 16,215,007 | ||||
| 4 |
999 Peachtree
Notes to Statements of
Revenue over Certain Operating Expenses
For the Period January 1, 2013 to June 30, 2013
And for the Year Ended December 31, 2012
| 2. | Summary of Significant Accounting Policies (Continued) |
Revenue Recognition (Continued)
Rental income from the leases, which includes rent concessions and scheduled increases in rental rates during the lease terms, are recognized on a straight-line basis. Reimbursable costs are included in rental income in the period earned.
Subsequent Events
TheProperty Ownerhas evaluated all subsequent events through July 29, 2013, the date the Statements were available to be issued.
| 3. | Leasing Operations |
Minimum future rentals due under non-cancelable operating leases are as follows:
| Amount | ||||
| Period July 1, 2013 to December 31, 2013 | $ | 6,691,140 | ||
| Year Ending December 31, 2014 | 13,963,322 | |||
| Year Ending December 31, 2015 | 14,404,995 | |||
| Year Ending December 31, 2016 | 14,499,096 | |||
| Year Ending December 31, 2017 | 14,281,676 | |||
| Thereafter | 38,432,489 | |||
| $ | 102,272,718 | |||
In addition, the lessees are liable for increases in real estate taxes and certain operating expenses of the Property.
| 4. | Related Party Transactions |
The following amounts were paid to affiliates of Jamestown 999 Peachtree, L.P. during the period January 1, 2013 to June 30, 2013 and for the year ended December 31, 2012:
| January 1, 2013 | Year Ended | |||||||
| to | December 31, | |||||||
| June 30, 2013 | 2012 | |||||||
| Management fees | $ | 153,640 | $ | 274,537 | ||||
| Payroll expenses | 268,073 | 624,165 | ||||||
| Parking expenses | 32,304 | 64,541 | ||||||
| Legal expenses | — | 42,816 | ||||||
| 5 |
999 Peachtree
Notes to Statements of
Revenue over Certain Operating Expenses
For the Period January 1, 2013 to June 30, 2013
And for the Year Ended December 31, 2012
| 5. | Concentration of Risks |
For the period January 1, 2013 to June 30, 2013 and for the year ended December 31, 2012, 51% and 53%, respectively, of all of the rental income was recognized from one tenant. As such, future recognition is dependent upon the financial strength of the lessee and its ability to perform under the lease agreement.
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