-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2aUECCl56DHDX9IR3gURZ3pWzAGMlWk75CT0+VM8G0fXHPgfRA+rl713w5zc3jE SdUIdegREWniKYjhUCDHVg== 0001029869-97-000332.txt : 19970310 0001029869-97-000332.hdr.sgml : 19970310 ACCESSION NUMBER: 0001029869-97-000332 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961220 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970307 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEACON PROPERTIES CORP CENTRAL INDEX KEY: 0000920114 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043224258 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12926 FILM NUMBER: 97552598 BUSINESS ADDRESS: STREET 1: 50 ROWES WHARF CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173301400 MAIL ADDRESS: STREET 1: 50 ROWES WHARF CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: BEACON OFFICE PROPERTIES INC DATE OF NAME CHANGE: 19940311 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT ----------------- Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 1996 BEACON PROPERTIES CORPORATION (Exact name of Registrant as specified in its Charter) Maryland (State of Incorporation) 1-12926 04-3224258 (Commission File Number) (IRS Employer Id. Number) 50 Rowes Wharf Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) (617) 330-1400 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits (a) Financial Statements Under Rule 3-14 of Regulation S-X Statement of Excess of Revenues over Specific Operating Expenses of Shoreline Technology Park for the year ended December 31, 1995 and (unaudited) for the nine months ended September 30, 1996 Statement of Excess of Revenues over Specific Operating Expenses of Lake Marriott Business Park for the year ended December 31, 1995 and (unaudited) for the nine months ended September 30, 1996 Statement of Excess of Revenues over Specific Operating Expenses of President's Plaza for the year ended December 31, 1995 and (unaudited) for the nine months ended September 30, 1996 (b) Pro Forma Financial Statements Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1996 (Unaudited) Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 1996 (Unaudited) Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 1995 (Unaudited) (c) Exhibits 23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants. 2 BEACON PROPERTIES CORPORATION SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BEACON PROPERTIES CORPORATION /s/ Robert J. Perriello ----------------------------------- Robert J. Perriello, Senior Vice President, and Chief Financial Officer Date: March 7, 1997 3 SHORELINE TECHNOLOGY PARK MOUNTAIN VIEW, CALIFORNIA STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995 F-1 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Beacon Properties Corporation: We have audited the accompanying statement of excess of revenues over specific operating expenses of Shoreline Technology Park in Mountain View, California (the "Properties") for the year ended December 31, 1995. This financial statement is the responsibility of the Properties' management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of excess of revenues over specific operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. 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 audit provides a reasonable basis for our opinion. As described in Note 2, this financial statement excludes certain income and expenses which would not be comparable with those resulting from the operations of the Properties after acquisition by Beacon Properties Corporation. The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the Properties' revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the excess of revenues over specific operating expenses (exclusive of income and expenses described in Note 2) of Shoreline Technology Park in Mountain View, California for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Boston, Massachusetts February 6, 1997 F-2 SHORELINE TECHNOLOGY PARK MOUNTAIN VIEW, CALIFORNIA STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES For the Year For the Nine Ended Months Ended December 31, 1995 September 30, 1996 ----------------- ------------------ (Unaudited) Revenues: Base rent $12,971,269 $9,981,436 Recoveries from tenants 1,080,528 823,848 ----------- ---------- 14,051,797 10,805,284 ----------- ---------- Specific operating expenses (Note 2): General and administrative 31,504 54,500 Repairs and maintenance - 5,879 Insurance 86,183 67,773 Property taxes 1,080,528 823,848 ----------- ---------- 1,198,215 952,000 ----------- ---------- Excess of revenues over specific operating expenses $12,853,582 $9,853,284 =========== ========== The accompanying notes are an integral part of the financial statement. F-3 SHORELINE TECHNOLOGY PARK MOUNTAIN VIEW, CALIFORNIA NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES 1. Organization and Significant Accounting Policies: Description of Properties Shoreline Technology Park (the "Properties") is an office complex located in Mountain View, California consisting of twelve office buildings encompassing approximately 726,508 square feet. Beacon Properties Corporation has acquired the entire fee interest in the Properties. Rental Revenues Rental income is recognized on the straight-line method over the terms of the related leases. All twelve buildings are occupied by a single tenant. The excess of recognized rentals over amounts due pursuant to lease terms is recorded as accrued rent. The impact of the straight-line rent adjustment increased revenues by approximately $10,400 for the year ended December 31, 1995. Risks and Uncertainties The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Basis of Accounting: The accompanying statement of excess of revenues over specific operating expenses is presented on the accrual basis. This statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired or to be acquired. Accordingly, the statement excludes certain historical income and expenses not comparable to the operations of the property after acquisition, such as depreciation expense. Continued F-4 SHORELINE TECHNOLOGY PARK MOUNTAIN VIEW, CALIFORNIA NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES, CONTINUED 3. Description of Leasing Arrangements: The commercial and office space is leased to tenants under leases with terms that vary in length. Certain of the leases contain real estate tax reimbursement clauses, operating expense reimbursement clauses and renewal options. Minimum lease payments to be received during the next five years for noncancelable operating leases in effect at December 31, 1995 are approximately as follows: Year Ending December 31, ------------------------ 1996 $12,853,786 1997 13,154,684 1998 13,425,042 1999 13,704,509 2000 10,523,608 Thereafter 22,508,580 As of December 31, 1995, one tenant occupied 100% of leasable square feet and represented 100% of total 1995 revenue. F-5 LAKE MARRIOTT BUSINESS PARK SANTA CLARA, CALIFORNIA STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995 F-6 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Beacon Properties Corporation: We have audited the accompanying statement of excess of revenues over specific operating expenses of Lake Marriott Business Park in Santa Clara, California (the "Properties") for the year ended December 31, 1995. This financial statement is the responsibility of the Properties' management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of excess of revenues over specific operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. 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 audit provides a reasonable basis for our opinion. As described in Note 2, this financial statement excludes certain income and expenses which would not be comparable with those resulting from the operations of the Properties after acquisition by Beacon Properties Corporation. The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the Properties' revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the excess of revenues over specific operating expenses (exclusive of income and expenses described in Note 2) of Lake Marriott Business Park in Santa Clara, California for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Boston, Massachusetts December 20, 1996 F-7 LAKE MARRIOTT BUSINESS PARK SANTA CLARA, CALIFORNIA STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES For the Year For the Nine Ended Months Ended December 31, 1995 September 30, 1996 ----------------- ------------------ (Unaudited) Revenues: Base rent $3,275,297 $2,949,087 Recoveries from tenants 1,109,714 767,899 --------- ---------- 4,385,011 3,716,986 --------- ---------- Specific operating expenses (Note 2): Utilities 213,982 225,888 Janitorial and cleaning 113,796 79,841 Security 21,431 13,600 General and administrative 64,243 6,114 Repairs and maintenance 158,984 169,317 Property taxes 387,786 305,381 Landscaping 45,723 65,363 --------- ---------- 1,005,945 865,504 --------- ---------- Excess of revenues over specific operating expenses $3,379,066 $2,851,482 ========== ========== The accompanying notes are an integral part of the financial statement. F-8 LAKE MARRIOTT BUSINESS PARK SANTA CLARA, CALIFORNIA NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES 1. Organization and Significant Accounting Policies: Description of Properties Lake Marriott Business Park (the "Properties") is an office complex located in Santa Clara, California consisting of seven office buildings encompassing approximately 400,000 square feet. Beacon Properties Corporation has acquired the entire fee interest in the Properties. Rental Revenues Rental income is recognized on the straight-line method over the terms of the related leases. Four buildings are occupied by single tenants. The excess of recognized rentals over amounts due pursuant to lease terms is recorded as accrued rent. The impact of the straight-line rent adjustment increased revenues by approximately $22,000 for the year ended December 31, 1995. Risks and Uncertainties The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Basis of Accounting: The accompanying statement of excess of revenues over specific operating expenses is presented on the accrual basis. This statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired or to be acquired. Accordingly, the statement excludes certain historical income and expenses not comparable to the operations of the property after acquisition, such as interest income, management fees and depreciation expense. Continued F-9 LAKE MARRIOTT BUSINESS PARK SANTA CLARA, CALIFORNIA NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES, CONTINUED 3. Description of Leasing Arrangements: The commercial and office space is leased to tenants under leases with terms that vary in length. Certain of the leases contain real estate tax reimbursement clauses, operating expense reimbursement clauses and renewal options. Minimum lease payments to be received during the next five years for noncancelable operating leases in effect at December 31, 1995 are approximately as follows: Year Ending December 31, ------------------------ 1996 $3,932,603 1997 4,083,269 1998 3,256,589 1999 3,242,228 2000 2,398,305 Thereafter 6,227,788 As of December 31, 1995, three tenants occupied approximately 63% of leasable square feet and represented 66% of total 1995 base rent revenues. F-10 PRESIDENT'S PLAZA CHICAGO, ILLINOIS STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995 F-11 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Beacon Properties Corporation: We have audited the accompanying statement of excess of revenues over specific operating expenses of President's Plaza in Chicago, Illinois (the "Properties") for the year ended December 31, 1995. This financial statement is the responsibility of the Properties' management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of excess of revenues over specific operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement. 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 audit provides a reasonable basis for our opinion. As described in Note 2, this financial statement excludes certain income and expenses which would not be comparable with those resulting from the operations of the Properties after acquisition by Beacon Properties Corporation. The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the Properties' revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the excess of revenues over specific operating expenses (exclusive of income and expenses described in Note 2) of President's Plaza in Chicago, Illinois for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Boston, Massachusetts December 20, 1996 F-12 PRESIDENT'S PLAZA CHICAGO, ILLINOIS STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES For the Year For the Nine Ended Months Ended December 31, 1995 September 30, 1996 ----------------- ------------------ (Unaudited) Revenues: Base rent $ 6,987,989 $ 7,007,932 Recoveries from tenants 3,146,878 3,059,339 Other income 299,935 356,299 ----------- ----------- 10,434,802 10,423,570 ----------- ----------- Specific operating expenses (Note 2): Utilities 743,771 841,367 Janitorial and cleaning 615,212 517,416 Security 329,446 251,486 General and administrative 425,062 334,417 Repairs and maintenance 1,279,825 979,558 Insurance 160,718 112,048 Property taxes 3,950,464 2,708,110 Landscaping 103,405 92,531 ----------- ----------- 7,607,903 5,836,933 ----------- ----------- Excess of revenues over specific operating expenses $ 2,826,899 $ 4,586,637 =========== =========== The accompanying notes are an integral part of the financial statement. F-13 PRESIDENT'S PLAZA CHICAGO, ILLINOIS NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES 1. Organization and Significant Accounting Policies: Description of Properties President's Plaza (the "Properties") is an office portfolio located in Chicago, Illinois consisting of four office buildings encompassing 790,958 square feet of office and retail space. Beacon Properties Corporation has acquired the entire fee interest in the Properties. Rental Revenues Rental income is recognized on the straight-line method over the terms of the related leases. The excess of recognized rentals over amounts due pursuant to lease terms is recorded as accrued rent. The impact of the straight-line rent adjustment increased revenues by approximately $1,055,000 for the year ended December 31, 1995. Risks and Uncertainties The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Basis of Accounting: The accompanying statement of excess of revenues over specific operating expenses is presented on the accrual basis. This statement has been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired or to be acquired. Accordingly, the statement excludes certain historical income and expenses not comparable to the operations of the property after acquisition, such as lease buyout expenses, interest income, management fees, depreciation and amortization expense. Continued F-14 PRESIDENT'S PLAZA CHICAGO, ILLINOIS NOTES TO STATEMENT OF EXCESS OF REVENUES OVER SPECIFIC OPERATING EXPENSES, CONTINUED 3. Description of Leasing Arrangements: The commercial and office space is leased to tenants under leases with terms that vary in length. Certain of the leases contain real estate tax reimbursement clauses, operating expense reimbursement clauses and renewal options. Minimum lease payments to be received during the next five years for noncancelable operating leases in effect at December 31, 1995 are approximately as follows: Year Ending December 31, ------------------------ 1996 $5,345,393 1997 5,980,087 1998 6,322,680 1999 6,620,818 2000 6,159,088 Thereafter 31,677,148 As of December 31, 1995, two tenants occupied approximately 24% of leasable square feet and represented 36% of total 1995 base revenues. F-15 BEACON PROPERTIES CORPORATION PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma Condensed Consolidated Balance Sheet of Beacon Properties Corporation (the "Company") as of September 30, 1996, is presented as if the October & November 1996 acquisitions and the December 1996 acquisitions had occurred on September 30, 1996. The pro forma Condensed Consolidated Statements of Operations are presented as if the Offering, the acquisition of the Properties acquired since January 1, 1995 (including Perimeter Center, New York Life and the Fairfax Virginia Portfolios and related assumption of debt) and the closing of the MetLife Mortgage loan, the October & November 1996 acquisitions and the December 1996 acquisitions had occurred as of January 1, 1995; the Company qualified as a REIT, distributed all of its taxable income and, therefore, incurred no income tax expense during the period. In management's opinion, all adjustments necessary to reflect the above discussed transactions have been made. The unaudited pro forma Condensed Consolidated Balance Sheet and Statement of Operations are not necessarily indicative of what actual results of operations of the Company would have been for the period, nor does it purport to represent the Company's results of operations for future periods. F-16 BEACON PROPERTIES CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET September 30, 1996 (Unaudited)
Pro Forma Adjustments ------------------------------------- Beacon October & Properties November December Corporation 1996 1996 Pro Forma Historical Acquisitions Acquisitions Consolidated ---------- ------------ ------------ ------------ (dollars in thousands) ASSETS Real estate, net $974,676 $352,050 (A) $260,000 (B) $1,586,726 Deferred financing and leasing costs, net 15,908 15,908 Cash and cash equivalents 16,751 55,838 (C) (30,171) (D) 42,418 Mortgage notes receivable 51,490 51,490 Other assets 29,292 (9,000) (E) 20,292 Investments in and note receivable from joint ventures and corporations 55,890 55,890 ----------- --------- --------- ----------- Total assets $1,144,007 $398,888 $229,829 $1,772,724 =========== ========= ========= =========== LIABILITIES AND STOCKHOLDERS' EQUITY Mortgage notes payable $440,526 $440,526 Note payable, Credit Facility 18,000 --- (F) 153,000 (G) 171,000 Other liabilities 27,293 27,293 Investment in joint venture 24,467 24,467 ----------- --------- --------- ----------- Total liabilities 510,286 153,000 663,286 Minority interest in Operating Partnership 70,098 38,997 (H) 109,095 Stockholders' equity 563,623 398,888 (I) 37,832 (J) 1,000,343 ----------- --------- --------- ----------- Total liabilities and stockholders' equity $1,144,007 $398,888 $229,829 $1,772,724 =========== ========= ========= ===========
Notes: (A) Acquisition of Rosslyn, Virginia Portfolio, New England Executive Park, 10960 Wilshire Boulevard and 245 First Street. (B) Acquisition of Lake Marriott Business Park, Shoreline Technology Park and President's Plaza. (C) Excess proceeds from offering. (D) Cash utilized for acquisitions. (E) Application of deposits (F) Credit Facility utilized to acquire certain properties ($175,000) net of proceeds ($175,000) from Offering. (G) Credit Facility draw. (H) Operating Partnership units issued in connection with acquisition of Presidents Plaza. (I) Net increase in stockholders' equity: Proceeds of Offering $421,982 Expenses of Offering (23,094) -------------- $398,888 ============== (J) Net increase in stockholders' equity: Proceeds of Offering $37,896 Expenses of Offering (64) -------------- $37,832 ============== F-17 BEACON PROPERTIES CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 1996 (Unaudited)
Beacon October & Properties New York Life November December Corporation Perimeter and Fairfax Va. 1996 1996 Pro Forma Pro Forma Historical Center (A) Portfolios (B) Acquisitions (G) Acquisitions (H) Adjustments Consolidated ---------- ---------- -------------- ---------------- ---------------- ----------- ------------ (dollars in thousands except per share amounts and shares outstanding) Revenue: Rental income $97,308 $6,420 19,098 34,118 20,550 $177,494 Management fees 2,248 2,248 Recoveries from tenants 11,001 304 3,788 3,156 4,651 22,900 Mortgage interest income 3,567 611 (I) 4,178 Other income 7,585 208 845 2,639 356 11,633 --------- ------- ------- ------- ------- -------- -------- Total revenue 121,709 6,932 23,731 39,913 25,557 611 218,454 --------- ------- ------- ------- ------- -------- -------- Expenses: Property expenses 24,607 1,562 4,875 10,195 3,422 44,661 Real estate taxes 12,491 591 1,708 3,452 3,840 22,082 General and administrative 11,963 378 812 1,496 395 250 (J) 15,294 Mortgage interest expense 20,739 1,895 (C) 2,912 (F) 6,986 (K) 32,531 Interest - amortization of financing costs 1,618 15 (D) 1,633 Depreciation and amortization 21,737 1,196 (E) 4,374 (E) 7,921 (E) 5,025 (E) 40,254 --------- ------- ------- ------- ------- -------- -------- Total expenses 93,155 5,637 14,681 23,064 12,682 7,236 156,455 --------- ------- ------- ------- ------- -------- -------- Income from operations 28,554 1,295 9,050 16,849 12,875 (6,625) 61,998 Equity in net income of joint ventures and corporations 2,053 2,053(1) --------- ------- ------- ------- ------- -------- -------- Income before minority interest 30,607 1,295 9,050 16,849 12,875 (6,625) 64,051 Minority interest in Operating Partnership (4,231) (3,161) (L) (7,392) --------- ------- ------- ------- ------- -------- -------- Net income before extraordinary items $26,376 $1,295 $9,050 16,849 12,875 ($9,786) $56,659(2) ========= ======= ======= ======= ======= ======== ======== Common shares outstanding 48,088,655 Net income per common share $1.18 (1) Includes : Depreciation and amortization $2,998 Amortization of financing costs $673 (2) Company share of Operating Partnership is 88.46%
See accompanying notes to pro forma condensed consolidated statement of operations. F-18 BEACON PROPERTIES CORPORATION NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 1996 (Unaudited) (A) Results of operations of Perimeter Center for the period ended February 14, 1996. (B) Results of operations of the Fairfax County Portfolio and the New York Life Portfolio for the periods ended September 4, 1996 and August 15, 1996, respectively. (C) Net interest expense associated with the MetLife Mortgage Loan in the amount of $218 million based on a 7.08% interest rate for the period ended prior to March 15, 1996. (D) Amortization of the costs of obtaining the permanent financing at $1.2 million over 10 years. (E) Detail of depreciation expense by property is presented as follows: Basis Life Depreciation ----- ---- ------------ Perimeter Center $287,130 30 yrs $1,196 ======== Fairfax County Portfolio $69,300 30 yrs $1,568 The New York Life Portfolio 135,000 30 yrs 2,806 -------- $4,374 ======== October & November 1996 Acquisitions: Rosslyn, Virginia Portfolio 89,145 30 yrs $2,229 New England Executive Park 67,500 30 yrs 1,688 245 First Street 40,500 30 yrs 1,013 10960 Wilshire Boulevard 119,700 30 yrs 2,993 -------- $7,921 ======== December 1996 Acquisitions: Lake Marriott Business Park 31,110 30 yrs $778 Shoreline Technology Park 100,650 30 yrs 2,516 Presidents Plaza 69,250 30 yrs 1,731 -------- $5,025 ======== (F) Fairfax County Portfolio interest expense on debt assumed for period prior to acquisition: Principal Rate Expense ------------ ------ ------------ JOHN MARSHAL $21,068 8.38% $1,197 EJ RANDOLPH (1) 18,016 7.44% 909 NORTHRIDGE 16,306 7.28% 806 ------------ ------ ------------ $55,390 $2,912 ============ ============ (1) Paid off by Credit Facility proceeds at closing. F-19 BEACON PROPERTIES CORPORATION NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 1996 (Unaudited) (G) Results of operations of the Rosslyn, Virginia Portfolio, New England Executive Park, 245 First Street and 10960 Wilshire Boulevard for the nine months ended September 30, 1996. (H) Results of operations of Lake Marriott Business Park, Shoreline Technology Park and President's Plaza for the nine months ended September 30, 1996. (I) Interest income related to the acquisition of the Rowes Wharf mortgage. (J) Additional general and administrative expense attributable to acquisitions. (K) Credit facility interest expense: Pro Forma Credit Facility balance $153,000 Average Credit Facility rate through September 30, 1996 7.44% --------- Pro Forma Credit Facility interest expense full year 11,377 Proration for 9 months 75% --------- Pro Forma Credit Facility interest expense 9 months 8,533 Less year to date September 30, 1996 Credit Facility interest expense 1,547 --------- Pro Forma adjustment $6,986 ========= (L) Reflects decrease for minority interest (11.54%) in Operating Partnership. F-20 BEACON PROPERTIES CORPORATION PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1995 (Unaudited)
Beacon October & Properties Properties New York Life November December Pro Forma Corporation Acquired Perimeter and Fairfax Va. 1996 1996 Pro Forma Consoli- Historical In 1995 (A) Center (B) Portfolios (F) Acquisitions(H) Acquisitions(I) Adjustments dated ---------- ----------- ---------- -------------- --------------- --------------- ----------- ----- (dollars in thousands except per share amounts and shares outstanding) Revenue: Rental income $71,050 $5,339 $52,117 $30,623 $36,894 $24,649 $220,672 Management fees 2,203 $723 (J) 2,926 Recoveries from tenants 9,742 1,193 2,244 6,308 3,409 5,338 28,234 Mortgage interest income 2,546 3,027 (K) 5,573 Other income 5,502 26 862 1,111 2,758 300 10,559 -------- ------- -------- -------- -------- -------- ------ -------- Total revenue 91,043 6,558 55,223 38,042 43,061 30,287 3,750 267,964 -------- ------- -------- -------- -------- -------- ------ -------- Expenses: Property expenses 18,090 1,560 12,376 7,485 12,594 3,872 55,977 Real estate taxes 10,217 949 4,107 2,680 4,540 5,420 27,913 General and administrative 9,755 111 2,116 1,254 2,198 521 750 (L) 16,705 Mortgage interest expense 15,226 15,434 (C) 4,438 (G) 4,396 (M) 39,494 Interest - amortization of financing costs 1,370 120 (D) 1,490 Depreciation and amortization 17,428 1,047 (E) 9,571 (E) 6,810 (E) 10,562 (E) 6,700 (E) 52,118 -------- ------- -------- --------- --------- --------- ------- -------- Total expenses 72,086 3,666 43,724 22,667 29,894 16,513 5,146 193,696 -------- -------- --------- --------- --------- --------- -------- -------- Income from operations 18,957 2,892 11,499 15,375 13,168 13,774 (1,396) 74,268 Equity in net income of joint ventures and corporations 3,222 1,338 4,560(1) -------- ------- -------- --------- -------- --------- -------- -------- Income before minority interest 22,179 4,230 11,499 15,375 13,168 13,774 (1,396) 78,828 Minority interest in Operating Partnership (4,119) (4,978)(N) (9,097) -------- ------- -------- --------- -------- --------- -------- --------- Net income before extraordinary items $18,060 $4,230 $11,499 $15,375 $13,168 $13,774 ($6,375) $69,731(2) ======== ======= ======== ========= ======== ========= ======== ========== Common shares outstanding 48,088,655 Net income per common share $1.45 (1) Includes : Depreciation and amortization $3,895 Amortization of financing costs $896 (2) Company share of Operating Partnership is 88.46%
See accompanying notes to pro forma condensed consolidated statement of operations. F-21 BEACON PROPERTIES CORPORATION NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1995 (Unaudited) (A) Results of operations of properties acquired during 1995 for the period prior to their acquisition:
Wellesley Westlakes 75-101 2 Oliver Ten Canal Building 8 Building 2 Federal St. Street Park Total ----------- ---------- ----------- -------- -------- -------- Revenue: Rental income $308 $1,010 $2,474 $1,547 $5,339 Management fees Recoveries from tenants 425 112 656 1,193 Mortgage interest income Other income 7 15 4 26 --------- ------- -------- ------- ------- ------- Total revenue 308 1,442 2,601 2,207 6,558 --------- ------- -------- ------- ------- ------- Expenses: Property expenses 61 413 573 513 1,560 Real estate taxes 20 89 505 335 949 General and administrative 8 27 18 58 111 Mortgage interest expense Interest - amortization of financing costs Depreciation and amortization 50 239 404 354 1,047 --------- ------- -------- ------- ------- ------- Total expenses 138 768 1,500 1,260 3,666 --------- ------- -------- ------- ------- ------- Income from operations 170 674 1,101 947 2,892 Equity in net income of joint ventures and corporations $1,338 1,338 --------- ------- -------- ------- ------- ------- Income before minority interest 170 674 1,338 1,101 947 4,230 Minority interest in Operating Partnership --------- ------- -------- ------- ------- ------- Net income before extraordinary item $170 $674 $1,338 $1,101 $947 $4,230 ========= ======= ======== ======= ======= ======= (B) Results of operations of Perimeter Center for 1995. (C) Interest expense associated with the MetLife Mortgage Loan in the amount of $218 million based on a 7.08% interest rate. (D) Amortization of the costs of obtaining the permanent financing at $1.2 million over 10 years.
F-22 BEACON PROPERTIES CORPORATION NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1995 (Unaudited) (E) Detail of depreciation expense by property is presented as follows: Basis Life Depreciation Previously Acquired Properties: Wellesley Building 8 $4,500 30 yrs $50 Westlakes Building 2 12,306 30 yrs 239 2 Oliver Street 16,174 30 yrs 404 Ten Canal Park 10,609 30 yrs 354 -------- $1,047 ======== Perimeter Center $287,130 30 yrs $9,571 ======== Fairfax County Portfolio $69,300 30 yrs $2,310 The New York Life Portfolio 135,000 30 yrs 4,500 -------- $6,810 ======== October & November 1996 Acquisitions: Rosslyn, Virginia Portfolio 89,145 30 yrs $2,972 New England Executive Park 67,500 30 yrs 2,250 245 First Street 40,500 30 yrs 1,350 10960 Wilshire Boulevard 119,700 30 yrs 3,990 -------- $10,562 ======== December 1996 Acquisitions: Lake Marriott Business Park 31,110 30 yrs $1,037 Shoreline Technology Park 100,650 30 yrs 3,355 Presidents Plaza 69,250 30 yrs 2,308 -------- $6,700 ======== (F) Results of operations of the Fairfax County Portfolio and the New York Life Portfolio for 1995. (G) Fairfax County Portfolio interest expense on debt assumed: Principal Rate Expense -------- ----- -------- JOHN MARSHAL $21,068 8.38% $1,764 EJ RANDOLPH (1) 18,016 8.25% 1,486 NORTHRIDGE 16,306 7.28% 1,187 -------- ------- $55,390 $4,438 ======== ======== (1) Paid off by Credit Facility proceeds at closing. F-23 BEACON PROPERTIES CORPORATION NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, 1995 (Unaudited) (H) Results of operations of the Rosslyn, Virginia Portfolio, New England Executive Park, 245 First Street and 10960 Wilshire Boulevard for 1995. (I) Results of operations of Lake Marriott Business Park, Shoreline Technology Park and Presidents Plaza for 1995. (J) Management fee from 75-101 Federal Street. (K) Interest income related to the acquisition of the Rowes Wharf mortgage. (L) Additional general and administrative expense attributable to acquisitions. (M) Credit facility interest expense: Pro Forma Credit Facility balance $153,000 Average 1995 Credit Facility rate 8.25% -------- Pro Forma Credit Facility interest expense 12,620 Less 1995 historical Credit Facility interest expense 8,224 --------- Pro Forma adjustment $4,396 ========= (N) Reflects decrease for minority interest (11.54%) in Operating Partnership. F-24 EX-23.1 2 CONSENTS OF EXPERTS AND COUNSEL CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Beacon Properties Corporation on Form S-3 (No. 333-17237) of our report dated February 6, 1997, on our audit of the statement of excess of revenues over specific operating expenses of Shoreline Technology Park in Mountain View, California for the year ended December 31, 1995, which report is included in this Form 8-K, of our report dated December 20, 1996, on our audit of the statement of excess of revenues over specific operating expenses of Lake Marriott Business Park in Santa Clara, California for the year ended December 31, 1995, which report is included in this Form 8-K, and of our report dated December 20, 1996, on our audit of the statement of excess of revenues over specific operating expenses of President's Plaza in Chicago, Illinois for the year ended December 31, 1995, which report is included in this Form 8-K. We also consent to the reference to our Firm under the caption "Experts" in such Prospectus. COOPERS & LYBRAND L.L.P. Boston, Massachusetts March 6, 1997 -----END PRIVACY-ENHANCED MESSAGE-----