EX-99.2 4 a03-1289_1ex992.htm EX-99.2

Exhibit 99.2

 

 

 

 

 

Boston Properties, Inc.

 

111 Huntington Avenue

 

Boston, MA 02199

 

(NYSE: BXP)

 

AT THE COMPANY

AT FRB/WEBER SHANDWICK

Kathleen DiChiara

Marilynn Meek - General Info. (212) 445-8431

Investor Relations

Suzie Pileggi – Media (212) 445-8170

(617) 236-3300

 

 

 

FOR IMMEDIATE RELEASE:

 

July 22, 2003

 

 

BOSTON PROPERTIES, INC. ANNOUNCES

SECOND QUARTER 2003 RESULTS

 

Reports diluted FFO per share of $1.03                                                            Reports diluted EPS of $0.64

 

BOSTON, MA, July 22, 2003Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, today reported results for the second quarter ended June 30, 2003.

 

Funds from Operations (FFO) for the quarter ended June 30, 2003 were $103.4 million, or $1.07 per share basic and $1.03 per share diluted before an accounting charge related to the application of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”.  This compares to FFO of $98.2 million, or $1.07 per share basic and $1.02 per share diluted for the quarter ended June 30, 2002.  The weighted average number of basic and diluted shares outstanding totaled 96,530,769 and 107,408,373, respectively, for the quarter ended June 30, 2003 and 91,357,121 and 105,982,092, respectively, for the same quarter last year.

 

Net income available to common shareholders per share (EPS) for the quarter ended June 30, 2003 was $0.66 basic and $0.64 on a diluted basis. This compares to EPS for the second quarter of 2002 of $0.60 basic and $0.59 on a diluted basis.

 

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended June 30, 2003.  In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

 

As of June 30, 2003, the Company’s portfolio consisted of 139 properties comprising more than 42.9 million square feet, including three properties under construction totaling 2.0 million square feet.  The overall percentage of leased space for the properties in service as of June 30, 2003 was 92.8%.

 

As previously reported, the Company’s stockholders elected at its May 2003 Annual Meeting of Stockholders three new independent members to the Company’s Board of Directors.  The new directors are:

 

 

-more-



 

                  Lawrence S. Bacow - President of and a Director for Tufts University.  He previously served as Chancellor of the Massachusetts Institute of Technology.

 

                  William M. Daley - President of SBC Communications, Inc.  He served as United States Secretary of Commerce from January 1997 to July 2000 and as Chairman of the 2000 presidential election campaign of Vice President Al Gore.

 

                  David A. Twardock - President and Chief Executive Officer of Prudential Mortgage Capital Company, LLC, the real estate affiliate of Prudential Financial, Inc.

 

Significant events of the second quarter include:

 

                  The increase in the quarterly dividend paid to holders of the Company's Common Stock from $0.61 per share to $0.63 per share. This represents a 3.3% increase.

 

                  The Company used the net proceeds from its Operating Partnership’s March 18, 2003 $300.0 million offering of senior unsecured notes and a draw of approximately $105.8 million from its unsecured line of credit to:

 

                  Refinance and pay down its mortgage loan secured by the Five Times Square property in New York City from $376.7 million to $75.4 million.

 

                  Repay the Shaw’s Supermarket mortgage loan secured by the property at the Prudential Center in Boston, Massachusetts, totaling $21.5 million on April 1, 2003.

 

                  Acquire the remaining 50% outside interest in its Discovery Square joint venture on April 1, 2003 for cash of $18.3 million and the assumption of the mortgage debt on the property of approximately $32.4 million.  Subsequent to the acquisition, the Company repaid in full the mortgage debt on the property totaling $64.7 million.

 

                  The Company’s Operating Partnership closed on a private offering in reliance on Rule 144A on May 22, 2003 of $250.0 million senior unsecured notes due 2015, yielding 5.075%.  The Company used the net proceeds from the offering to:

 

                  Repay the mortgage loan secured by the property at 2600 Tower Oaks Boulevard in Rockville, Maryland totaling $31.0 million on May 22, 2003.

 

                  Repay in full the unsecured line of credit.

 

                  The Company modified a $62.7 million mortgage loan bearing interest at 9.646% which is secured by the Reservoir Place property in Waltham Massachusetts.  In connection with the modification, the Company made a principal pay-down of $9.1 million and incurred an up-front $2.1 million prepayment fee on that amount which is being amortized over the term of the modified loan.  The modified mortgage loan

 

-more-

 

2



 

totaling $53.6 million bears interest at a fixed rate of 7.0% per annum and matures on July 1, 2009.

 

                  The Company recognized a gain on sale of $3.4 million (net of minority interest share of $0.7 million) related to the transfer of a mortgage.

 

                  The Company placed-in-service the following properties:

 

                  Two Freedom Square - a 422,930 square foot joint venture Class-A office property in Reston, Virginia in which the Company has a 50% ownership interest. This project is 99% leased.

 

                  Shaw’s Supermarket development project - a 57,235 square foot retail property at the Prudential Center in Boston, Massachusetts.  This project is 100% leased.

 

                  The Company completed the public registration of its Operating Partnership with the Securities and Exchange Commission related to its issuance of unsecured senior notes.

 

                  The Company’s Operating Partnership delivered a redemption notice for all of its Series One Preferred Units.  The Series One Preferred Units will be converted into common Operating Partnership units on August 12, 2003.

 

EPS and FFO Per Share Guidance:

 

The Company’s guidance for the third and fourth quarters of 2003 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below.  The reconciliation of Projected EPS to Projected FFO per share, as provided below, is consistent with the Company’s historical computations.

 

 

 

Third Quarter 2003

 

Fourth Quarter 2003

 

 

 

Low

-

High

 

Low

-

High

 

Projected EPS (diluted)

 

$

0.51

-

$

0.54

 

$

0.54

-

$

0.58

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected Company Share of Real Estate

 

$

0.45

-

$

0.43

 

$

0.45

-

$

0.43

 

Depreciation and Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected Company Share of Net Derivatives

 

$

0.01

-

$

0.01

 

$

0.01

-

$

0.01

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive Impact of Preferred Securities

 

$

0.01

-

$

0.01

 

$

0.03

-

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected FFO per Share (diluted) before net derivatives

 

$

0.96

-

$

0.97

 

$

0.97

-

$

0.99

 

 

-more-

 

3



 

The foregoing estimates reflect management’s view of current and future market conditions, including certain assumptions with respect to rental rates and occupancy levels.  There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above.

 

Boston Properties will host a conference call tomorrow, July 23, 2003 at 10:00 AM (Eastern Time), open to the general public, to discuss the results of this year’s second quarter.  The number to call for this interactive teleconference is (800) 374-1372.  A replay of the conference call will be available through July 30, 2003 by dialing (800) 642-1687 and entering the passcode 1582716.  An audio-webcast will be archived and can be accessed at www.bostonproperties.com in the Investor section under the header Audio Archive

 

Additionally, a copy of Boston Properties’ second quarter 2003 “Supplemental Operating and Financial Data” and this press release are available in the Investor section of the Company’s website at www.bostonproperties.com. These materials are also available by contacting Investor Relations at (617) 236-3322 or by written request to:

 

Investor Relations

Boston Properties, Inc.

111 Huntington Avenue, Suite 300

Boston, MA 02199-7610

 

Boston Properties is a fully integrated, self-administered and self-managed real estate investment trust that develops, redevelops, acquires, manages, operates and owns a diverse portfolio of Class A office, industrial and hotel properties.  The Company is one of the largest owners and developers of Class A office properties in the United States, concentrated in four core markets – Boston, Midtown Manhattan, Washington, D.C. and San Francisco.

 

This press release contains forward-looking statements within the meaning of the Federal securities laws.  You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties’ control and could materially affect actual results, performance or achievements.  These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development and acquisition activity, the ability to effectively integrate acquisitions, the costs and availability of financing, the effects of local economic and market conditions, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake a duty to update forward-looking statements, including its expected operating results for the third and fourth quarters of 2003.

 

Financial tables follow.

 

###

 

4



 

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(unaudited and in thousands, except for per share amounts)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Rental:

 

 

 

 

 

 

 

 

 

Base rent

 

$

248,848

 

$

231,296

 

$

496,201

 

$

449,313

 

Recoveries from tenants

 

37,262

 

35,549

 

77,143

 

68,525

 

Parking and other

 

13,955

 

12,458

 

28,150

 

24,554

 

Total rental revenue

 

300,065

 

279,303

 

601,494

 

542,392

 

Hotel revenue

 

17,213

 

 

30,459

 

 

Development and management services

 

5,429

 

1,710

 

10,019

 

5,408

 

Interest and other

 

663

 

2,310

 

1,078

 

3,582

 

Total revenue

 

323,370

 

283,323

 

643,050

 

551,382

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

Operating

 

 

 

 

 

 

 

 

 

Rental

 

95,689

 

88,524

 

194,791

 

174,822

 

Hotel

 

12,258

 

 

23,429

 

 

General and administrative

 

11,028

 

13,564

 

22,427

 

24,633

 

Interest

 

75,447

 

64,366

 

149,092

 

125,181

 

Depreciation and amortization

 

50,742

 

42,336

 

100,566

 

83,886

 

Net derivative losses

 

991

 

4,826

 

1,923

 

5,129

 

Loss from early extinguishment of debt

 

 

 

1,474

 

 

Loss on investments in securities

 

 

 

 

4,297

 

Total expenses

 

246,155

 

213,616

 

493,702

 

417,948

 

Income before minority interests in property partnerships, income from unconsolidated joint ventures, minority interest in Operating Partnership, gain on sale of real estate and other assets, discontinued operations and preferred dividend

 

77,215

 

69,707

 

149,348

 

133,434

 

Minority interests in property partnerships

 

245

 

712

 

642

 

1,183

 

Income from unconsolidated joint ventures

 

1,353

 

1,659

 

4,011

 

3,341

 

Income before minority interest in Operating Partnership, gain on sale of real estate and other assets, discontinued operations and preferred dividend

 

78,813

 

72,078

 

154,001

 

137,958

 

Minority interest in Operating Partnership

 

(19,123

)

(18,867

)

(37,642

)

(36,685

)

Income before gain on sale of real estate and other assets, discontinued operations and preferred dividend

 

59,690

 

53,211

 

116,359

 

101,273

 

Gain on sale of real estate and other assets, net of minority interest

 

3,546

 

 

56,513

 

 

Income before discontinued operations and preferred dividend

 

63,236

 

53,211

 

172,872

 

101,273

 

Discontinued Operations:

 

 

 

 

 

 

 

 

 

Income from discontinued operations, net of minority interest

 

 

3,207

 

1,942

 

6,313

 

Gains on sales of real estate from discontinued operations, net of minority interest

 

 

 

73,611

 

5,840

 

Income before preferred dividend

 

63,236

 

56,418

 

248,425

 

113,426

 

Preferred dividend

 

 

(1,643

)

 

(3,286

)

Net income available to common shareholders

 

$

63,236

 

$

54,775

 

$

248,425

 

$

110,140

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Income available to common shareholders before discontinued operations

 

$

0.66

 

$

0.56

 

$

1.80

 

$

1.08

 

Discontinued operations, net of minority interest

 

 

0.04

 

0.78

 

0.13

 

Net income available to common shareholders

 

$

0.66

 

$

0.60

 

$

2.58

 

$

1.21

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

96,531

 

91,357

 

96,134

 

91,146

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

Income available to common shareholders before discontinued operations

 

$

0.64

 

$

0.55

 

$

1.77

 

$

1.06

 

Discontinued operations, net of minority interest

 

 

0.04

 

0.78

 

0.13

 

Net income available to common shareholders

 

$

0.64

 

$

0.59

 

$

2.55

 

$

1.19

 

Weighted average number of common and common equivalent shares outstanding

 

98,213

 

93,016

 

97,454

 

92,897

 

 

5



 

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

June 30,
2003

 

December 31,
2002

 

 

 

(in thousands, except for share amounts)

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Real estate

 

$

7,863,035

 

$

7,781,684

 

Development in progress

 

445,003

 

448,576

 

Land held for future development

 

218,045

 

215,866

 

Real estate held for sale, net

 

 

224,585

 

Less: accumulated depreciation

 

(893,246

)

(822,933

)

Total real estate

 

7,632,837

 

7,847,778

 

 

 

 

 

 

 

Cash and cash equivalents

 

158,587

 

55,275

 

Cash held in escrows

 

18,187

 

41,906

 

Tenant and other receivables, net

 

21,185

 

20,458

 

Accrued rental income, net

 

160,586

 

165,321

 

Deferred charges, net

 

168,833

 

176,545

 

Prepaid expenses and other assets

 

22,090

 

18,015

 

Investments in unconsolidated joint ventures

 

93,904

 

101,905

 

Total assets

 

$

8,276,209

 

$

8,427,203

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Mortgage notes payable

 

$

3,349,134

 

$

4,267,119

 

Unsecured senior notes, net of discount

 

1,470,148

 

747,375

 

Unsecured bridge loan

 

 

105,683

 

Unsecured line of credit

 

 

27,043

 

Accounts payable and accrued expenses

 

49,299

 

73,846

 

Dividends and distributions payable

 

84,030

 

81,226

 

Interest rate contracts

 

12,677

 

14,514

 

Accrued interest payable

 

56,088

 

25,141

 

Other liabilities

 

63,771

 

81,085

 

Total liabilities

 

5,085,147

 

5,423,032

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

Minority interests

 

857,058

 

844,581

 

Stockholders’ equity:

 

 

 

 

 

Excess stock, $.01 par value, 150,000,000 shares authorized, none issued or outstanding

 

 

 

Common stock, $.01 par value, 250,000,000 shares authorized, 97,107,811 and 95,441,890 shares issued and 97,028,911 and 95,362,990 shares outstanding in 2003 and 2002, respectively

 

970

 

954

 

Additional paid-in capital

 

2,032,952

 

1,982,689

 

Earnings in excess of dividends

 

327,222

 

198,586

 

Treasury common stock, at cost

 

(2,722

)

(2,722

)

Unearned compensation

 

(7,734

)

(2,899

)

Accumulated other comprehensive loss

 

(16,684

)

(17,018

)

Total stockholders’ equity

 

2,334,004

 

2,159,590

 

Total liabilities and stockholders’ equity

 

$

8,276,209

 

$

8,427,203

 

 

6



 

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(in thousands, except for per share amounts)

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Income before minority interests in property partnerships, income from unconsolidated joint ventures, minority interest in Operating Partnership, gain on sale of real estate and other assets, discontinued operations and preferred dividend

 

$

77,215

 

$

69,707

 

$

149,348

 

$

133,434

 

 

 

 

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

52,338

 

45,032

 

104,129

 

89,531

 

Income from discontinued operations

 

 

3,929

 

2,355

 

7,730

 

Income from unconsolidated joint ventures

 

1,353

 

1,659

 

4,011

 

3,341

 

Loss from early extinguishment of debt associated with the sale of 2300 N Street

 

 

 

1,474

 

 

Less:

 

 

 

 

 

 

 

 

 

Minority interests in property partnerships’ share of funds from operations

 

(842

)

(593

)

(1,708

)

(1,312

)

Preferred dividends and distributions

 

(5,852

)

(8,223

)

(11,623

)

(16,623

)

 

 

 

 

 

 

 

 

 

 

Funds from operations

 

124,212

 

111,511

 

247,986

 

216,101

 

 

 

 

 

 

 

 

 

 

 

Add (subtract):

 

 

 

 

 

 

 

 

 

Net derivative losses (SFAS No. 133)

 

991

 

4,826

 

1,923

 

5,129

 

Early surrender lease adjustment (2)

 

 

3,926

 

 

7,853

 

Funds from operations before net derivative losses (SFAS No. 133) and after early surrender lease adjustment

 

$

125,203

 

$

120,263

 

$

249,909

 

$

229,083

 

 

 

 

 

 

 

 

 

 

 

Funds from operations available to common shareholders before net derivative losses (SFAS No. 133) and after early surrender lease adjustment

 

$

103,360

 

$

98,165

 

$

206,096

 

$

187,094

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

96,531

 

91,357

 

96,134

 

91,146

 

FFO per share basic before net derivative losses (SFAS No. 133) and after early surrender adjustment

 

$

1.07

 

$

1.07

 

$

2.14

 

$

2.05

 

FFO per share basic after net derivative losses (SFAS No. 133) and before early surrender lease adjustment

 

$

1.06

 

$

1.00

 

$

2.13

 

$

1.94

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted

 

107,408

 

105,982

 

106,652

 

105,870

 

FFO per share diluted before net derivative losses (SFAS No. 133) and after early surrender lease adjustment

 

$

1.03

 

$

1.02

 

$

2.06

 

$

1.95

 

FFO per share diluted after net derivative losses (SFAS No. 133) and before early surrender lease adjustment

 

$

1.02

 

$

0.95

 

$

2.04

 

$

1.84

 

 


(1)             Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”), including non-recurring items), for gains (or losses) from sales of properties, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for reviewing the comparative operating and financial performance of the Company because, by excluding gains and losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies.

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. In addition to presenting FFO in accordance with the NAREIT definition, we also disclose FFO after specific supplemental adjustments, including net derivative losses and early surrender lease adjustments. Although our FFO as adjusted clearly differs from NAREIT's definition of FFO, as well as that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO and FFO as adjusted should be compared with our reported net income and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

 

(2)             Represents cash received under contractual obligations.

 

7



 

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES

 

 

 

% Leased by Location

 

 

 

June 30, 2003

 

December 31, 2002

 

Greater Boston

 

89.2

%

91.8

%

Greater Washington, D.C.

 

95.2

%

95.9

%

Midtown Manhattan

 

98.7

%

98.4

%

Baltimore, MD

 

98.5

%

97.6

%

Richmond, VA

 

91.4

%

91.8

%

Princeton/East Brunswick, NJ

 

94.8

%

93.3

%

Greater San Francisco

 

85.9

%

87.4

%

Bucks County, PA

 

100.0

%

100.0

%

Total Portfolio

 

92.8

%

93.9

%

 

 

 

% Leased by Type

 

 

 

June 30, 2003

 

December 31, 2002

 

Class A Office Portfolio

 

93.2

%

94.1

%

Office/Technical Portfolio

 

87.3

%

89.7

%

Industrial Portfolio

 

89.3

%

100.0

%

Total Portfolio

 

92.8

%

93.9

%

 

8