SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
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)
<PAGE>
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
<PAGE>
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 20, 1997
3
<PAGE>
SHORELINE TECHNOLOGY PARK
MOUNTAIN VIEW, CALIFORNIA
STATEMENT OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
F-1
<PAGE>
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.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 6, 1997
F-2
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
December 20, 1996
F-7
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
PRESIDENT'S PLAZA
CHICAGO, ILLINOIS
STATEMENT OF EXCESS OF REVENUES
OVER SPECIFIC OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
F-11
<PAGE>
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.
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
December 20, 1996
F-12
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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 (Rosslyn, Virginia
Portfolio, New England Executive Park, 245 First Street and 10960 Wilshire
Boulevard) and the December 1996 acquisitions (Lake Marriott Business Park,
Shoreline Technology Park and Presidents Plaza) had occurred on September 30,
1996. Additionally, the Company's November and December 1996 Common Stock
Offerings and draws and repayments on its Credit Facility are reflected as if
they had occurred on September 30, 1996.
The pro forma Condensed Consolidated Statements of Operations for the
year ended 1995 and nine months ended September 30, 1996 are presented as if the
acquisition of the Properties acquired from January 1, 1995 to December 31, 1996
(as more fully described below), the closing of the MetLife Mortgage loan and
the Company's common stock offerings from January 1, 1995 to December 31, 1996
(as more fully described below) had occurred as of January 1, 1995. Furthermore,
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.
Acquisitions included in pro forma:
<TABLE>
<CAPTION>
Rentable Year Built/ Date of
Property Name Location Sq Ft Renovated Acquisition
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 Acquisitions
100 Williams Street Wellesley, MA 40,000 1968 05/04/95
Two Westlakes Drive Berwyn, PA 129,000 1988-1990 07/26/95
75-101 Federal Street Boston, MA (1) 812,000 1985-1988 09/29/95
2 Oliver Street-147 Milk Street Boston, MA 271,000 1982-1988 10/06/95
Ten Canal Park Cambridge, MA 110,000 1987 12/21/95
1996 Acquisitions
Perimeter Center Atlanta, GA 3,302,000 1970-1989 02/15/96
New York Life Portfolio Chicago, IL and Washington, D.C. 1,012,000 1984-1986 08/16/96
Fairfax County Portfolio McLean, VA and Herndon, VA 550,000 1981-1988 09/05/96
Rosslyn Virginia Portfolio Rosslyn, VA 666,000 1974-1980 10/18/96
New England Executive Park Burlington, MA 817,000 1970-1985 11/15/96
245 First Street Cambridge, MA 263,000 1985-1986 11/21/96
10960 Wilshire Boulevard Westwood, CA 544,000 1971-1992 11/21/96
Shoreline Technology Park Mountain View, CA 727,000 1985-1991 12/20/96
Lake Marriott Business Park Santa Clara, CA 400,000 1981 12/20/96
Presidents Plaza Chicago, IL 791,000 1980-1982 12/27/96
</TABLE>
F-16
<PAGE>
<TABLE>
<CAPTION>
Purchase Price (in thousands)
---------------------------------------
Property Name Seller Cash Debt O.P.Units Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
100 Williams Street AMICA Insurance Company $5,000 $5,000
Two Westlakes Drive Quarry Office Park Associates 13,500 13,500
75-101 Federal Street Franklin Federal Partners Limited Partnership 33,000 33,000
2 Oliver Street-147 Milk Street MLH Income Realty Partnership V 18,000 18,000
Ten Canal Park Teachers Insurance and Annuity Association (TIAA) 11,500 11,500
Perimeter Center Metropolitan Life Insurance Company 322,200 $13,800(2) 336,000
New York Life Portfolio New York Life Insurance Company 150,000 150,000
Fairfax County Portfolio Greensboro Associates, John Marshall
Associates Limited Partnership and
Woodland-Northridge I Limited Partnership $55,400 21,600(2) 77,000
Rosslyn Virginia Portfolio LaSalle Fund II 99,050 99,050
New England Executive Park New England Executive Park Limited Partnership
et al 75,000 75,000
245 First Street Riverview Building Combined Limited Partnership 45,000 45,000
10960 Wilshire Boulevard 10960 Property Corporation 133,000 133,000
Shoreline Technology Park Teachers Insurance and Annuity Association (TIAA) 139,080 139,080
Lake Marriott Business Park Teachers Insurance and Annuity Association (TIAA) 43,920 43,920
Presidents Plaza Metropolitan Life Insurance Company 38,000 39,000(2) 77,000
</TABLE>
(1) The Company holds approximately 52% of the common stock of a private
REIT which owns this property. The total purchase price was $156 million
consisting of $66 million in cash and proceeds from a $90 million first mortgage
loan. The Company accounts for this investment under the equity method of
accounting.
(2) The Company issued Operating Partnership Units in the amount of
540,059 for Perimeter Center ($25.55 per unit), 833,820 for the Fairfax County
Portfolio ($25.90 per unit) and 1,171,500 for Presidents Plaza ($33.29 per
unit). These Units were valued based on the average trading price of Beacon
Properties Corporation's Common Stock for the applicable period (20 to 30 days)
prior to closing as prescribed in the purchase and sale agreements.
Common Stock Offerings included in pro forma:
Price Per Gross Net
Year Month Shares Share Proceeds Proceeds
- ---- ----- ------ ----- -------- --------
(in thousands)
1995 March 4,025,000 $19.25 $ 77,481 $ 71,800
1995 August 3,598,050 21.50 77,358 72,500
1995 September 718,000 20.89 15,000 15,000
1996 March 7,036,000 26.25 184,695 173,800
1996 August 5,750,000 25.75 148,063 139,400
1996 November 13,723,000 30.75 421,982 398,900
1996 December 1,132,400 33.47 37,896 37,800
F-17
<PAGE>
BEACON PROPERTIES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma Adjustments
-----------------------------------------------------
Beacon October &
Properties November December November December
Corporation 1996 1996 1996 1996 Pro
Historical Acquisitions Acquisitions Stock Stock Forma
(A) (B) Offering Offering Consolidated
---------- ------------ ------------ -------- -------- ------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Real estate, net $974,676 $352,050 $260,000 $1,586,726
Deferred financing and leasing costs, net 15,908 15,908
Cash and cash equivalents 16,751 (168,050) (68,003) 223,888 37,832 42,418
Mortgage notes receivable 51,490 51,490
Other assets 29,292 (9,000)(C) 20,292
Investments in and note receivable
from joint ventures and corporations 55,890 55,890
---------- -------------- ------------ -------- -------- ------------
Total assets $1,144,007 $175,000 $191,997 $223,888 $37,832 $1,772,724
========== ============== ============ ======== ======== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes payable $440,526 $440,526
Note payable, Credit Facility 18,000 175,000 153,000 (175,000) 171,000
Other liabilities 27,293 27,293
Investment in joint venture 24,467 24,467
---------- -------------- ------------ -------- -------- ------------
Total liabilities 510,286 175,000 153,000 (175,000) 663,286
Minority interest in Operating Partnership 70,098 38,997(D) 109,095
Stockholders' equity 563,623 398,888(E) 37,832(F) 1,000,343
---------- -------------- ------------ -------- -------- ------------
Total liabilities and stockholders'
equity $1,144,007 $175,000 $191,997 $223,888 $37,832 $1,772,724
========== ============== ============ ======== ======== ============
</TABLE>
F-18
<PAGE>
BEACON PROPERTIES CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1996
(Unaudited)
(A) October & November 1996 Acquisitions:
<TABLE>
<CAPTION>
Rosslyn New England 10960
Virginia Executive Wilshire 245 First
Portfolio Park Boulevard Street Total
-------- ---- --------- -------- ------
<S> <C> <C> <C> <C> <C>
Real estate, net $99,050 $75,000 $133,000 $45,000 $352,050
Deferred financing and leasing costs, net 0
Cash and cash equivalents 2,950 (126,000) (45,000) (168,050)
Mortgage notes receivable 0
Other assets (see note C) (2,000) (7,000) (9,000)
Investments in and note receivable 0
from joint ventures and corporations 0
------------------------------------------------------------------
Total assets $100,000 $75,000 $0 $0 $175,000
==================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes payable 0
Note payable, Credit Facility 100,000 75,000 175,000
Other liabilities 0
Investment in joint venture 0
------------------------------------------------------------------
Total liabilities 100,000 75,000 0 0 175,000
Minority interest in Operating Partnership 0
Stockholders' equity 0
------------------------------------------------------------------
Total liabilities and stockholders'
equity $100,000 $75,000 $0 $0 $175,000
==================================================================
(B) December 1996 Acquisitions:
</TABLE>
<TABLE>
<CAPTION>
Lake
Marriott Shoreline
Business Technology Presidents
Park Park Plaza Total
---- ---- ----- -----
<S> <C> <C> <C> <C>
Real estate, net $43,920 $139,080 $77,000 $260,000
Deferred financing and leasing costs, net 0
Cash and cash equivalents (43,920) 13,920 (38,003) (68,003)
Mortgage notes receivable 0
Other assets 0
Investments in and note receivable 0
from joint ventures and corporations 0
---------------------------------------------------
Total assets $0 $153,000 $38,997 $191,997
===================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage notes payable 0
Note payable, Credit Facility 153,000 153,000
Other liabilities 0
Investment in joint venture 0
---------------------------------------------------
Total liabilities 0 153,000 0 153,000
Minority interest in Operating Partnership 38,997 38,997
Stockholders' equity 0
---------------------------------------------------
Total liabilities and stockholders'
equity $0 $153,000 $38,997 $191,997
---------------------------------------------------
</TABLE>
F-19
<PAGE>
BEACON PROPERTIES CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 1996
(Unaudited)
(C) Application of deposits.
(D) The Operating Partnership issued 1,171,500 units valued at $33.29 per unit
to the seller of Presidents Plaza. The units valuation was based on the average
price of Beacon Properties Corporation's stock during the 20 trading days
preceding the closing.
(E) The Company sold 13,723,000 shares of common stock at $30.75 per share on
November 14, 1996.
Proceeds of Offering $421,982
Expenses of Offering (23,094)
--------
$398,888
========
(F) The Company sold 1,132,400 shares of common stock at $33.465 per share on
December 12, 1996.
Proceeds of Offering $37,896
Expenses of Offering (64)
-------
$37,832
=======
F-20
<PAGE>
BEACON PROPERTIES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
See accompanying notes to pro forma condensed consolidated
statement of operations.
F-21
<PAGE>
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.
<TABLE>
<CAPTION>
Fairfax New York
County Life
Portfolio Portfolio Total
------------------------------------------------
<S> <C> <C> <C>
Revenue:
Rental income $7,661 $11,437 $19,098
Management fees
Recoveries from tenants 542 3,247 3,788
Mortgage interest income
Other income 72 773 845
-------------------------------------------------
Total revenue 8,274 15,457 23,731
-------------------------------------------------
Expenses:
Property expenses 1,581 3,294 4,875
Real estate taxes 364 1,345 1,708
General and administrative 80 732 812
Mortgage interest expense (F) 2,912 2,912
Interest - amortization of financing costs
Depreciation and amortization (E) 1,568 2,806 4,374
-------------------------------------------------
Total expenses 6,504 8,177 14,681
-------------------------------------------------
Income from operations 1,770 7,280 9,050
Equity in net income of joint ventures and
corporations
-------------------------------------------------
Income before minority interest 1,770 7,280 9,050
Minority interest in Operating Partnership
-------------------------------------------------
Net income before extraordinary items $1,770 $7,280 $9,050
=================================================
</TABLE>
(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.
F-22
<PAGE>
(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-23
<PAGE>
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.
<TABLE>
<CAPTION>
Rosslyn New England 10960
Virginia Executive Wilshire
Portfolio Park 245 First St. Blvd. Total
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue:
Rental income $11,369 $10,328 $4,238 8,183 $34,118
Management fees
Recoveries from tenants 500 954 1,487 215 3,156
Mortgage interest income
Other income 1,010 446 1,183 2,639
--------------------------------------------------------------
Total revenue 12,879 11,282 6,171 9,581 39,913
--------------------------------------------------------------
Expenses:
Property expenses 2,474 4,250 854 2,617 10,195
Real estate taxes 708 1,218 764 762 3,452
General and administrative 545 404 68 479 1,496
Mortgage interest expense
Interest - amortization of financing costs
Depreciation and amortization (E) 2,229 1,688 1,013 2,993 7,921
--------------------------------------------------------------
Total expenses 5,956 7,560 2,699 6,851 23,064
--------------------------------------------------------------
Income from operations 6,923 3,723 3,473 2,731 16,849
--------------------------------------------------------------
Equity in net income of joint ventures
and corporations
Income before minority interest 6,923 3,723 3,473 2,731 16,849
--------------------------------------------------------------
Minority interest in Operating Partnership
Net income before extraordinary items $6,923 $3,723 $3,473 $2,731 $16,849
==============================================================
</TABLE>
F-24
<PAGE>
(H) Results of operations of Lake Marriott Business Park, Shoreline
Technology Park and President's Plaza for the nine months ended September
30, 1996.
<TABLE>
<CAPTION>
Lake Marriott Shoreline
Business Technology Presidents
Park Park Plaza Total
-----------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Rental income $3,125 $9,981 $7,444 20,550
Management fees
Recoveries from tenants 768 824 3,059 4,651
Mortgage interest income
Other income 356 356
-----------------------------------------------------
Total revenue 3,893 10,805 10,859 25,557
-----------------------------------------------------
Expenses:
Property expenses 554 74 2,794 3,422
Real estate taxes 308 824 2,708 3,840
General and administrative 6 55 334 395
Mortgage interest expense
Interest - amortization of financing costs
Depreciation and amortization (E) 778 2,516 1,731 5,025
-----------------------------------------------------
Total expenses 1,646 3,469 7,567 12,682
-----------------------------------------------------
Income from operations 2,247 7,336 3,292 12,875
Equity in net income of joint ventures and
corporations
-----------------------------------------------------
Income before minority interest 2,247 7,336 3,292 12,875
Minority interest in Operating Partnership
-----------------------------------------------------
Net income before extraordinary items $2,247 $7,336 $3,292 $12,875
=====================================================
</TABLE>
(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-25
<PAGE>
BEACON PROPERTIES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
See accompanying notes to pro forma condensed consolidated statement of
operations.
F-26
<PAGE>
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:
<TABLE>
<CAPTION>
Wellesley Westlakes 75-101 2 Oliver Ten Canal
Building 8 Building 2 Federal St. Street Park Total
----------- ---------- ----------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
F-27
<PAGE>
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.
<TABLE>
<CAPTION>
Fairfax New York
County Life
Portfolio Portfolio Total
---------------------------------------------
<S> <C> <C> <C>
Revenue:
Rental income $11,792 $18,831 $30,623
Management fees
Recoveries from tenants 865 5,443 6,308
Mortgage interest income
Other income 115 996 1,111
---------------------------------------------
Total revenue 12,772 25,270 38,042
---------------------------------------------
Expenses:
Property expenses 2,236 5,249 7,485
Real estate taxes 537 2,143 2,680
General and administrative 62 1,192 1,254
Mortgage interest expense (G) 4,438 4,438
Interest - amortization of financing costs
Depreciation and amortization (E) 2,310 4,500 6,810
---------------------------------------------
Total expenses 9,583 13,084 22,667
---------------------------------------------
Income from operations 3,189 12,186 15,375
Equity in net income of joint ventures and
corporations
---------------------------------------------
Income before minority interest 3,189 12,186 15,375
Minority interest in Operating Partnership
---------------------------------------------
Net income before extraordinary items $3,189 $12,186 $15,375
=============================================
</TABLE>
F-28
<PAGE>
(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-29
<PAGE>
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.
<TABLE>
<CAPTION>
Rosslyn New England 10960
Virginia Executive Wilshire
Portfolio Park 245 First St. Blvd. Total
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue:
Rental income $12,975 $12,371 $4,171 7,377 $36,894
Management fees
Recoveries from tenants 427 867 1,871 244 3,409
Mortgage interest income
Other income 1,118 264 1,376 2,758
------------------------------------------------------------
Total revenue 14,520 13,238 6,306 8,997 43,061
------------------------------------------------------------
Expenses:
Property expenses 3,332 4,745 1,038 3,479 12,594
Real estate taxes 912 1,624 993 1,011 4,540
General and administrative 714 582 86 816 2,198
Mortgage interest expense
Interest - amortization of financing costs
Depreciation and amortization (E) 2,972 2,250 1,350 3,990 10,562
------------------------------------------------------------
Total expenses 7,930 9,201 3,467 9,296 29,894
------------------------------------------------------------
Income from operations 6,591 4,037 2,839 (299) 13,168
Equity in net income of joint ventures
and corporations
------------------------------------------------------------
Income before minority interest 6,591 4,037 2,839 (299) 13,168
------------------------------------------------------------
Minority interest in Operating Partnership
Net income before extraordinary items $6,591 $4,037 $2,839 ($299) $13,168
============================================================
</TABLE>
F-30
<PAGE>
(I) Results of operations of Lake Marriott Business Park, Shoreline Technology
Park and Presidents Plaza for 1995.
<TABLE>
<CAPTION>
Lake Marriott Shoreline
Business Technology Presidents
Park Park Plaza Total
-------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Rental income $3,476 $12,971 $8,202 24,649
Management fees
Recoveries from tenants 1,110 1,081 3,147 5,338
Mortgage interest income
Other income 300 300
-------------------------------------------------------
Total revenue 4,586 14,052 11,649 30,287
-------------------------------------------------------
Expenses:
Property expenses 554 86 3,232 3,872
Real estate taxes 388 1,081 3,951 5,420
General and administrative 64 32 425 521
Mortgage interest expense
Interest - amortization of financing costs
Depreciation and amortization (E) 1,037 3,355 2,308 6,700
-------------------------------------------------------
Total expenses 2,043 4,554 9,916 16,513
-------------------------------------------------------
Income from operations 2,543 9,498 1,733 13,774
Equity in net income of joint ventures
and corporations
-------------------------------------------------------
Income before minority interest 2,543 9,498 1,733 13,774
Minority interest in Operating Partnership
-------------------------------------------------------
Net income before extraordinary items $2,543 $9,498 $1,733 $13,774
=======================================================
</TABLE>
(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-31
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Beacon Properties Corporation on Form S-3 (No. 333-21769) 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".
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 20, 1997
