SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 1999
BEDFORD PROPERTY INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
Maryland 1-12222 68-0306514
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
270 Lafayette Circle, Lafayette, California 94549
(Address of principal executive offices)
Registrant telephone number, including area code: (925) 283-8910
Item 5. Other Events
On January 29, 1998, Bedford Property Investors, Inc. (the
Company) acquired the Didde Building, a 20,168 square foot
office building located in Overland Park, Kansas from the Didde
Corporation for $2,120,000. On February 12, 1998, the Company
acquired the Cabrillo Executive Center, a 60,321 square foot
office building located in Phoenix, Arizona from Montrose 270 LP
for $6,000,000. On February 19, 1998, the Company acquired the
Parkpoint Business Center, a five building 67,869 square foot
office/flex complex located in Santa Rosa, California from AB
REO IV, LLC for $6,350,000. On March 30, 1998, the Company
acquired 5502 Oberlin Drive, a 20,771 square foot R&D building
located in San Diego, California from PCG Sorrento Mesa, LLP,
for $2,150,000. On March 31, 1998, the Company acquired the
Cimarron Business Park, a five building 94,800 square foot light
industrial complex located in Scottsdale, Arizona from PMRA III,
a Group Trust for $6,150,000. On May 27, 1998, the Company
acquired the Texaco Building, an 11 story 237,055 square foot
class "A" office building located in Denver, Colorado, from
Dentex Associates for $34,750,000. On June 19, 1998, the
Company acquired 6960 Flanders Drive, a 33,144 square foot
R&D/office building located in San Diego, California from The
Geo Group LP for $3,400,000. On June 19, 1998, the Company
acquired the Austin Service Center, a 159,598 square foot five
building service flex located in Austin, Texas from Mercantile
Bank N.A. for $11,000,000. On July 7, 1998, the Company
acquired Rio Salado Corporate Centre a 78,389 square foot office
building along with an adjacent 3 acre vacant parcel located in
Tempe, Arizona from Wells Fargo Bank for $5,075,000. On July
14, 1998, the Company acquired 3880 Cypress Drive a 35,100
square foot office building located in Petaluma, California from
White Phonic Associates for $5,380,000. On July 14, 1998, the
Company acquired 2180 and 2190 S. McDowell Boulevard for a total
of 75,802 square feet of R&D/industrial space located in
Petaluma, California from Oakmead 26 and 27 for $6,540,000. On
August 20, 1998, the Company acquired 10232 S. 51st Street, a
39,280 square foot R&D building in Phoenix, Arizona from
Calsonic North America, Inc. for $2,232,500. On November 24,
1998, the Company acquired the Expressway Corporate Center, a
ten building, 79,331 square foot, service/flex complex, in Tempe
Arizona from The Fidelity Mutual Life Insurance Company, for
$4,570,000.
In addition, during fiscal 1998, the Company acquired
development properties and land held for future development for
a total of $49,490,000.
The acquisitions in 1998 were financed with borrowing from the
Company's credit facility with Bank of America.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits:
A. Financial Statements
The Historical Summary of Gross Income and Direct Operating
Expenses of Cabrillo Executive Center for the year ended
December 31, 1997 (see Attachment A).
The Historical Summary of Gross Income and Direct Operating
Expenses of Parkpoint Business Center for the year ended
December 31, 1997 (see Attachment B).
The Historical Summary of Gross Income and Direct Operating
Expenses of Cimarron Business Park for the year ended
December 31, 1997 (see Attachment C).
The Historical Summary of Gross Income and Direct Operating
Expenses of The Texaco Building for the year ended December
31, 1997 (see Attachment D).
B. Pro forma Financial Information
The pro forma consolidated income statement for the year
ended December 31, 1998, showing the effect of the
acquisitions of Didde Building, Cabrillo Executive Center,
Parkpoint Business Center, 5502 Oberlin Drive, Cimarron
Business Park, The Texaco Building, 6960 Flanders Drive,
Austin Service Center, Rio Salado Corporate Centre, 3880
Cypress Drive, 2180 S. McDowell Boulevard, 2190 S. McDowell
Boulevard, 10232 S. 51st Street and Expressway Corporate
Center (see Attachment E).
C. Exhibit
23.1 Consent of KPMG LLP
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, hereunto duly authorized.
BEDFORD PROPERTY INVESTORS, INC.
By: /s/ Hanh Kihara
Hanh Kihara
Senior Vice President and
Chief Financial Officer
Date: May 11, 1999
<PAGE>
Attachment A
Cabrillo Executive Center
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
For the Year Ended December 31, 1997
CONTENTS
Independent Auditors' Report 1
Historical Summary of Gross
Income and Direct Operating Expenses 2
Notes to Historical Summary of
Gross Income and Direct Operating Expenses 2-3
<PAGE>
Independent Auditors' Report
The Board of Directors
Bedford Property Investors, Inc.:
We have audited the accompanying historical summary of gross income
and direct operating expenses (the Summary) of Cabrillo Executive
Center (the Property) for the year ended December 31, 1997. The
Summary is the responsibility of management. Our responsibility is to
express an opinion on the Summary 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 Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Summary. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall Summary presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying Summary was prepared to comply with the rules and
regulations of the Securities and Exchange Commission and excludes
certain expenses, described in note A, that would not be comparable to
those resulting from the proposed future operations of the Property.
It is not intended to be a complete presentation of the Property's
revenues and expenses.
In our opinion, the Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses,
exclusive of expenses described in note A, of the Property for the
year ended December 31, 1997, in conformity with generally accepted
accounting principles.
KPMG LLP
San Francisco, California
April 30, 1999
<PAGE>
Cabrillo Executive Center
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1997
Gross income:
Rental income $ 739,412
Common area reimbursement 109,988
Other 59,226
908,626
Direct operating expenses:
Real property tax 107,924
Utilities, repairs and maintenance 254,878
Insurance 5,615
Administrative 32,875
401,292
Operating income $ 507,334
Notes to Historical Summary of Gross Income and Direct Operating
Expenses
A. Property and Basis of Accounting
The historical summary of gross income and direct operating
expenses has been prepared in accordance with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission and
relates to the operations of Cabrillo Executive Center (the
Property).
In accordance with Rule 3-14, direct operating expenses are
presented exclusive of depreciation, interest, management fees and
income taxes as these expenses would not be comparable to the
proposed future operations of the Property. In addition, direct
operating expenses do not include any adjustments for real property
tax reassessments which may be made after transfer of ownership.
Rental income of the Property is recognized on a straight line
basis over the term of the related leases. For the year ended
December 31, 1997, rental income on a straight-line basis exceeded
contractual income by $34,320.
<PAGE>
B. Leases
Minimum future rents of the Property as of December 31, 1997 are
as follows (in thousands):
1998 $ 907
1999 949
2000 546
2001 337
2002 62
$2,801
The minimum future rents shown above do not include
tenants' obligations for reimbursement of operating expenses,
insurance and real estate taxes.
C. Estimated Taxable Operating Results and Cash to be Made Available
by Operations (unaudited)
Pro forma cash available from operations and pro forma taxable
income for 1997 are shown below. Pro forma taxable operating
results are derived by deducting depreciation over 39 years;
however, as a Real Estate Investment Trust (REIT), Bedford
Property Investors, Inc. is not subject to federal income tax if
it qualifies under the Internal Revenue Code REIT provisions.
Bedford Property Investors, Inc. intends to pay dividends in
amounts that exceed 95% of taxable income requirements. Dividends
paid to the REIT shareholders are classified as return of capital,
dividend income or capital gains.
Revenues (1) $874,306
Operating expenses 401,292
Pro forma cash available from
operations 473,014
Depreciation expense 143,945
Pro forma taxable income $329,069
(1) Excludes $34,320 which represents the excess of
aggregate straight-line rents over rental income on a
contractual basis.
<PAGE>
Attachment B
Parkpoint Business Center
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
For the Year Ended December 31, 1997
CONTENTS
Independent Auditors' Report 1
Historical Summary of Gross
Income and Direct Operating Expenses 2
Notes to Historical Summary of
Gross Income and Direct Operating Expenses 2-3
<PAGE>
Independent Auditors' Report
The Board of Directors
Bedford Property Investors, Inc.:
We have audited the accompanying combined historical summary of gross
income and direct operating expenses (the Summary) of Parkpoint
Business Center (the Property) for the year ended December 31, 1997.
The Summary is the responsibility of management. Our responsibility
is to express an opinion on the Summary 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 Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Summary. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall Summary presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying Summary was prepared to comply with the rules and
regulations of the Securities and Exchange Commission and excludes
certain expenses, described in note A, that would not be comparable to
those resulting from the proposed future operations of the Property.
It is not intended to be a complete presentation of the Property's
revenues and expenses.
In our opinion, the Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses,
exclusive of expenses described in note A, of the Property for the
year ended December 31, 1997, in conformity with generally accepted
accounting principles.
KPMG LLP
San Francisco, California
April 30, 1999
<PAGE>
Parkpoint Business Center
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1997
Gross income:
Rental income $ 640,812
Common area reimbursement 23,519
664,331
Direct operating expenses:
Real property tax 52,342
Utilities, repairs and maintenance 255,633
Insurance 12,079
Administrative 451
320,505
Operating income $ 343,826
Notes to Historical Summary of Gross Income and Direct Operating
Expenses
A. Property and Basis of Accounting
The historical summary of gross income and direct operating
expenses has been prepared in accordance with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission and
relates to the operations of Parkpoint Business Center (the
Property).
In accordance with Rule 3-14, direct operating expenses are
presented exclusive of depreciation, interest, management fees and
income taxes as these expenses would not be comparable to the
proposed future operations of the Property. In addition, direct
operating expenses do not include any adjustments for real property
tax reassessments which may be made after transfer of ownership.
Rental income of the Property is recognized on a straight line
basis over the term of the related leases. For the year ended
December 31, 1997, rental income on a straight-line basis exceeded
contractual income by $27,474.
<PAGE>
B. Leases
Minimum future rents of the Property as of December 31, 1997 are
as follows (in thousands):
1998 $ 679
1999 644
2000 486
2001 321
2002 112
$2,242
The minimum future rents shown above do not include
tenants' obligations for reimbursement of operating expenses,
insurance and real estate taxes.
C. Estimated Taxable Operating Results and Cash to be Made Available
by Operations (unaudited)
Pro forma cash available from operations and pro forma taxable
income for 1997 are shown below. Pro forma taxable operating
results are derived by deducting depreciation over 39 years;
however, as a Real Estate Investment Trust (REIT), Bedford
Property Investors, Inc. is not subject to federal income tax if
it qualifies under the Internal Revenue Code REIT provisions.
Bedford Property Investors, Inc. intends to pay dividends in
amounts that exceed 95% of taxable income requirements. Dividends
paid to the REIT shareholders are classified as return of capital,
dividend income or capital gains.
Revenues (1) $636,857
Operating expenses 320,505
Pro forma cash available from
operations 316,352
Depreciation expense 114,708
Pro forma taxable income $201,644
(1) Excludes $27,474 which represents the excess of
aggregate straight-line rents over rental income on a
contractual basis.
<PAGE>
Attachment C
Cimarron Business Park
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
For the Year Ended December 31, 1997
CONTENTS
Independent Auditors' Report 1
Historical Summary of Gross
Income and Direct Operating Expenses 2
Notes to Historical Summary of
Gross Income and Direct Operating Expenses 2-3
<PAGE>
Independent Auditors' Report
The Board of Directors
Bedford Property Investors, Inc.:
We have audited the accompanying historical summary of gross income
and direct operating expenses (the Summary) of Cimarron Business Park
(the Property) for the year ended December 31, 1997. The Summary is
the responsibility of management. Our responsibility is to express an
opinion on the Summary 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 Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Summary. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall Summary presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying Summary was prepared to comply with the rules and
regulations of the Securities and Exchange Commission and excludes
certain expenses, described in note A, that would not be comparable to
those resulting from the proposed future operations of the Property.
It is not intended to be a complete presentation of the Property's
revenues and expenses.
In our opinion, the Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses,
exclusive of expenses described in note A, of the Property for the
year ended December 31, 1997, in conformity with generally accepted
accounting principles.
KPMG LLP
San Francisco, California
April 30, 1999
<PAGE>
Cimarron Business Park
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1997
Gross income:
Rental income $ 689,710
Common area reimbursement 54,921
Other 2,104
746,735
Direct operating expenses:
Real property tax 91,323
Utilities, repairs and maintenance 78,409
Insurance 7,909
Administrative 24,004
201,645
Operating income $ 545,090
Notes to Historical Summary of Gross Income and Direct Operating
Expenses
A. Property and Basis of Accounting
The historical summary of gross income and direct operating
expenses has been prepared in accordance with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission and
relates to the operations of Cimarron Business Park (the
Property).
In accordance with Rule 3-14, direct operating expenses are
presented exclusive of depreciation, interest, management fees and
income taxes as these expenses would not be comparable to the
proposed future operations of the Property. In addition, direct
operating expenses do not include any adjustments for real property
tax reassessments which may be made after transfer of ownership.
Rental income of the Property is recognized on a straight line
basis over the term of the related leases. For the year ended
December 31, 1997, rental income on a straight-line basis exceeded
contractual income by $16,355.
<PAGE>
B. Leases
Minimum future rents of the Property as of December 31, 1997 are
as follows (in thousands):
1998 $ 710
1999 490
2000 281
2001 152
2002 158
Thereafter 206
$ 1,997
The minimum future rents shown above do not include
tenants' obligations for reimbursement of operating expenses,
insurance and real estate taxes.
C. Estimated Taxable Operating Results and Cash to be Made Available
by Operations (unaudited)
Pro forma cash available from operations and pro forma taxable
income for 1997 are shown below. Pro forma taxable operating
results are derived by deducting depreciation over 39 years;
however, as a Real Estate Investment Trust (REIT), Bedford
Property Investors, Inc. is not subject to federal income tax if
it qualifies under the Internal Revenue Code REIT provisions.
Bedford Property Investors, Inc. intends to pay dividends in
amounts that exceed 95% of taxable income requirements. Dividends
paid to the REIT shareholders are classified as return of capital,
dividend income or capital gains.
Revenues (1) $730,380
Operating expenses 201,645
Pro forma cash available from
operations 528,735
Depreciation expense 114,642
Pro forma taxable income $414,093
(1) Excludes $16,355 which represents the excess of
aggregate straight-line rents over rental income on a
contractual basis.
<PAGE>
Attachment D
The Texaco Building
HISTORICAL SUMMARY OF GROSS INCOME AND
DIRECT OPERATING EXPENSES
For the Year Ended December 31, 1997
CONTENTS
Independent Auditors' Report 1
Historical Summary of Gross
Income and Direct Operating Expenses 2
Notes to Historical Summary of
Gross Income and Direct Operating Expenses 2-3
<PAGE>
Independent Auditors' Report
The Board of Directors
Bedford Property Investors, Inc.:
We have audited the accompanying historical summary of gross income
and direct operating expenses (the Summary) of the Texaco Building
(the Property) for the year ended December 31, 1997. The Summary is
the responsibility of management. Our responsibility is to express an
opinion on the Summary 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 Summary is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Summary. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall Summary presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying Summary was prepared to comply with the rules and
regulations of the Securities and Exchange Commission and excludes
certain expenses, described in note A, that would not be comparable to
those resulting from the proposed future operations of the Property.
It is not intended to be a complete presentation of the Property's
revenues and expenses.
In our opinion, the Summary referred to above presents fairly, in all
material respects, the gross income and direct operating expenses,
exclusive of expenses described in note A, of the Property for the
year ended December 31, 1997, in conformity with generally accepted
accounting principles.
KPMG LLP
San Francisco, California
April 30, 1999
<PAGE>
The Texaco Building
Historical Summary of Gross Income
and Direct Operating Expenses
Year Ended December 31, 1997
Gross income:
Rental income $ 4,517,083
Common area reimbursement 131,355
Other 177,355
4,825,793
Direct operating expenses:
Real property tax 494,224
Utilities, repairs and maintenance 941,976
Insurance 30,655
Administrative 190,632
1,657,487
Operating income $3,168,306
Notes to Historical Summary of Gross Income and Direct Operating
Expenses
A. Property and Basis of Accounting
The historical summary of gross income and direct operating
expenses has been prepared in accordance with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission and
relates to the operations of the Texaco Building (the Property).
In accordance with Rule 3-14, direct operating expenses are
presented exclusive of depreciation, interest, management fees and
income taxes as these expenses would not be comparable to the
proposed future operations of the Property. In addition, direct
operating expenses do not include any adjustments for real property
tax reassessments which may be made after transfer of ownership.
Rental income of the Property is recognized on a straight line
basis over the term of the related leases. For the year ended
December 31, 1997, rental income on a straight-line basis exceeded
contractual income by $238,240.
<PAGE>
B. Leases
Minimum future rents of the Property as of December 31, 1997 are
as follows (in thousands):
1998 $ 4,279
1999 4,279
2000 4,715
2001 4,755
2002 4,755
Thereafter 9,907
$32,690
The minimum future rents shown above do not include
tenant obligations for reimbursement of operating expenses,
insurance and real estate taxes.
C. Estimated Taxable Operating Results and Cash to be Made Available
by Operations (unaudited)
Pro forma cash available from operations and pro forma taxable
income for 1997 are shown below. Pro forma taxable operating
results are derived by deducting depreciation of 39 years;
however, as a Real Estate Investment Trust (REIT), Bedford
Property Investors, Inc. is not subject to federal income tax if
it qualifies under the Internal Revenue Code REIT provisions.
Bedford Property Investors, Inc. intends to pay dividends in
amounts that exceed 95% of taxable income requirements. Dividends
paid to the REIT shareholders are classified as return of capital,
dividend income or capital gains.
Revenues (1) $4,587,553
Operating expenses 1,657,487
Pro forma cash available from
operations 2,930,066
Depreciation expense 811,050
Pro forma taxable income $2,119,016
(1) Excludes $238,240 which represents the excess of
straight-line rents over rental income on a contractual
basis.
<PAGE>
Attachment E
BEDFORD PROPERTY INVESTORS, INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(Unaudited)
(in thousands, except share and per share amounts)
<TABLE>
<S> <C> <C> <C> <C>
Consolidated Properties Pro Forma Pro Forma
Historical Acquired (1) Adjustments Consolidated
Property operations:
Rental income $73,451 $ 4,534 - $77,985
Rental expenses:
Operating expenses 11,026 716 - 11,742
Real estate taxes 6,220 488 - 6,708
Depreciation and amortization 10,265 572 - 10,837
Income from property operations 45,940 2,758 - 48,698
General and administrative
expenses (3,386) - - (3,386)
Interest income 223 - - 223
Interest expense (11,164) - (4,627) (2) (15,791)
Income before minority interest and
gain on sale 31,613 2,758 (4,627) 29,744
Minority interest (117) - - (117)
Net income $31,496 $ 2,758 $(4,627) $29,627
Earnings per share - basic $ 1.39 $ 1.31
Weighted average number of
shares - basic 22,634,656 22,634,656
Earnings per share -
assuming dilution $ 1.38 $ 1.30
Weighted average number of
shares - assuming dilution 22,929,807 22,929,807
</TABLE>
See accompanying notes to pro forma financial statements.
BEDFORD PROPERTY INVESTORS, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
PRO FORMA CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER
31, 1998
(1) The unaudited pro forma consolidated statement of income reflects
the property acquisitions in 1998 as if they had occurred on
January 1, 1998. The Company acquired: (i) Didde building on
January 29, 1998, (ii) Cabrillo Executive Center on February 12, 1998,
(iii) Parkpoint Business Center on February 19, 1998, (iv) 5502 Oberlin
Drive on March 30, 1998, (v) Cimarron Business Park on March 31,
1998, (vi)Texaco Building on May 27, 1998, (vii) 6960 Flanders
Drive on June 19, 1998, (viii) The Austin Service Center on June
19, 1998, (ix) Rio Salado Corporate Centre on July 7, 1998, (x)
3880 Cypress Drive and 2180 and 2190 S. McDowell Boulevard on July
14, 1998, (xi) 10232 S. 51st Street on August 20, 1998, (xii)
Expressway Corporate Center on November 24, 1998.
The combining pro forma statement of income for the period from
January 1 through December 31, 1998 for the properties acquired
during the year is as follows (in thousands):
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Parkpoint Subtotal
Didde Cabrillo Business 5502 Oberlin Cimarron Texaco carried
Building Exec. Ctr. Center Drive Bus. Park Building forward
Rental income $31 $111 $135 $57 $217 $1,979 $2,530
Rental expenses:
Operating expenses 8 44 35 3 28 446 564
Real estate taxes 4 13 9 4 35 200 265
Depreciation and amortization 3 15 14 7 24 274 337
Income from property operations $16 $ 39 $ 77 $43 $130 $1,059 $1,364
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Subtotal 6960 Austin Rio Salado Subtotal
Brought Flanders Austin Rutland Austin Corp. carried
Forward Drive Braker 2 10 Southpark Center forward
Rental income $2,530 $180 $146 $205 $359 $ - $3,420
Rental expenses:
Operating expenses 564 5 15 19 34 3 640
Real estate taxes 265 17 16 26 50 - 374
Depreciation and amortization 337 25 18 28 49 - 457
Income from property operations $1,364 $133 $ 97 $132 $226 $ (3) $1,949
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Total
Properties
Subtotal 3880 2180 S. 2190 S. Expressway Acquired
Brought Cypress McDowell McDowell 10232 S. Corporate Jan. 1 through
Forward Drive Blvd. Blvd. 51st St. Center Dec. 31, 1998
Rental income $3,420 $298 $239 $170 $ - $407 $4,534
Rental expenses:
Operating expenses 640 18 22 12 1 23 716
Real estate taxes 374 21 17 13 - 63 488
Depreciation and amortization 457 47 38 29 - 1 572
Income from property operations $1,949 $212 $162 $116 $ (1) $320 $2,758
</TABLE>
(2) The unaudited pro forma consolidated statement of income reflects
the effects of the mortgage loan financing of $20,900,000 as if it
had occurred on January 1, 1998. Net proceeds from the mortgage
loan financings and borrowings of $76,000,000 on the credit
facility were utilized to finance the Company's acquisitions of
real estate investments during 1998. The mortgage loan financing
from Prudential Insurance Company of America was completed on
February 9, 1998.
<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Bedford Property Investors, Inc.:
We consent to the incorporation by reference in the registration
statements on Form S-3 (No.'s 333-15233, 33-23687, 333-33643, and 333-
33795) and the registration statements on Form S-8 (No.'s 333-52375,
333-18215, 333-70681 and 333-74707) and the related prospectuses of
Bedford Property Investors, Inc. of our reports dated April 30, 1999
with respect to the historical summaries of gross income and direct
operating expenses of Cabrillo Executive Center, Parkpoint Business
Center, Cimarron Business Park and The Texaco Building for the year
ended December 31, 1997, which reports appear in the Form 8-K of
Bedford Property Investors, Inc. filed on May 11, 1999. Our report on
each Summary contains a paragraph that states that the Summary was
prepared for the purpose of complying with the rules and regulations
of the Securities and Exchange Commission, as described in note A to
each Summary. The Summaries are not intended to be a complete
presentation of the income and expense of Cabrillo Executive Center,
Parkpoint Business Center, Cimarron Business Park and The Texaco
Building.
KPMG LLP
San Francisco, California
May 10, 1999
