August 4, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Daniel L. Gordon
Senior Assistant Chief Accountant, Office of Real Estate and Commodities
Mail Stop 3233
Re: Franklin Street Properties Corp.
Form 10-K for the fiscal year ended December 31, 2016
Filed February 15, 2017
File No. 001-32470
Form 8-K
Filed May 2, 2017
File No. 001-32470
Dear Mr. Gordon:
Franklin Street Properties Corp. (the “Company”) has set forth below a response to the comment to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 2, 2017 provided by you to Mr. John G. Demeritt in a letter dated July 26, 2017 (the “Letter”). The response is keyed to the numbering of the comment in the Letter and to the headings used in the Letter.
Form 8-K filed May 2, 2017
Exhibit 99.1
FFO Guidance, page 2
1. We note that you provide quarterly and full year FFO guidance ranges for 2017. Given the lack of similar GAAP information and quantitative reconciliation between the GAAP and non-GAAP information, please clarify how your presentation satisfies the requirements outlined within Item 10(e)(1)(i)(A) of Regulation S-K. Reference is also made to Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.
FSP Investments LLC ▪ FSP Property Management LLC
401 Edgewater Place ▪ Suite 200 ▪ Wakefield, MA 01880 ▪ Telephone: 781 246 4900 ▪ Fax: 781 246 2807
United States Securities and Exchange Commission
Attn: Daniel L. Gordon
Senior Assistant Chief Accountant, Office of Real Estate and Commodities
August 4, 2017
Page 2
Response
On August 1, 2017, the Company filed a Current Report on Form 8-K (the “Filing”). In Exhibit 99.1 to the Filing, on pages two and three, under the heading “FFO Guidance”, the Company included the following new disclosure (the “New Disclosure”):
(a) | On page two, full year and third quarter 2017 net income (loss) guidance. |
(b) | On page three, a reconciliation of the guidance for net income (loss) to the guidance for FFO. |
In future similar filings on Form 8-K, the Company undertakes to include the New Disclosure.
The Company hereby acknowledges that:
(i) | it is responsible for the adequacy and accuracy of the disclosure in the filing; |
(ii) | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
(iii) | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please feel free to call me at (781) 557-1341 with any questions or comments concerning this response.
Very truly yours,
/s/ John G. Demeritt
John G. Demeritt
Executive Vice President, Chief Financial Officer and Treasurer
cc: Scott H. Carter, Esq., Executive Vice President, General Counsel and Secretary, Franklin
Street Properties Corp.
Andrew J. Klouse, Senior Vice President and Assistant Treasurer, Franklin Street
Properties Corp.
Thomas S. Ward, Esq., WilmerHale
Mr. Robert Hatch, Ernst & Young LLP