EX-99.2 3 dex992.htm PRESS RELEASE DATED OCTOBER 25, 2005 Press Release dated October 25, 2005

Exhibit 99.2

 

LOGO

 

LOGO

 

LOGO

 

111 Huntington Avenue

Boston, MA 02199

 

AT THE COMPANY   AT FINANCIAL RELATIONS BOARD
Michael Walsh   Marilynn Meek – General Info.
Senior Vice President, Finance   (212) 827-3773
(617) 236-3410    
Kathleen DiChiara    
Investor Relations Manager    
(617) 236-3343    

 

BOSTON PROPERTIES, INC. ANNOUNCES THIRD QUARTER 2005 RESULTS

 

Reports diluted FFO per share of $1.07   Reports diluted EPS of $0.50

 

BOSTON, MA, October 25, 2005 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2005.

 

Funds from Operations (FFO) for the quarter ended September 30, 2005 were $123.7 million, or $1.11 per share basic and $1.07 per share diluted. This compares to FFO for the quarter ended September 30, 2004 of $119.9 million, or $1.11 per share basic and $1.07 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 111,775,512 and 119,176,703, respectively, for the quarter ended September 30, 2005 and 108,339,350 and 116,149,006, respectively, for the same quarter last year.

 

Net income available to common shareholders was $57.6 million for the three months ended September 30, 2005, compared to $68.5 million for the quarter ended September 30, 2004. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2005 was $0.51 basic and $0.50 on a diluted basis. This compares to EPS for the third quarter of 2004 of $0.63 basic and $0.62 on a diluted basis. EPS for the quarter ended September 30, 2005 reflects a reduction of $0.09, on a diluted basis, representing the amount of earnings allocated to the holders of Series Two Preferred Units of limited partnership interest in the Company’s Operating Partnership to account for their right to participate on an as-converted basis in the special dividend that is payable on October 31, 2005 to stockholders of record as of the close of business on September 30, 2005. EPS for the quarter ended includes $0.03, on a diluted basis, related to gains on sales of real estate and discontinued operations.

 

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 September 30, 2005. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

 

As of September 30, 2005, the Company’s portfolio consisted of 123 properties comprising approximately 42.0 million square feet, including three properties under construction and one expansion project totaling 1.1 million square feet. The overall percentage of leased space for the 117 properties in service as of September 30, 2005 was 93.3%.

 

1


As previously announced on August 10, 2005, the Company appointed E. Mitchell Norville, previously Senior Vice President and Regional Manager of the Washington, D.C. region, to the position of Executive Vice President for Operations, succeeding Robert E. Burke. In addition, Peter D. Johnston, who has been with the Company for 18 years and who most recently served as Senior Vice President, Development, was named Senior Vice President and Regional Manager of the Washington, D.C. region.

 

Significant events of the third quarter include:

 

    On July 19, 2005, the Company refinanced at maturity its mortgage loan collateralized by 599 Lexington Avenue located in New York City. The mortgage loan totaling $225.0 million bore interest at a fixed rate of 7.0% per annum. The mortgage loan was refinanced through a $225.0 million secured draw from the Company’s revolving credit facility.

 

    On July 21, 2005, the Company’s Board of Directors declared a special cash dividend of $2.50 per common share payable on October 31, 2005 to shareholders of record as of the close of business on September 30, 2005. The special cash dividend is in addition to the regular quarterly dividend of $0.68 per common share that is payable on October 31, 2005. The holders of common units of limited partnership interest in the Company’s Operating Partnership will receive the same amount, at the same time. Holders of Series Two Preferred Units of limited partnership interest will participate in the special cash dividend on an as-converted basis in connection with their regular February 2006 distribution payment as provided in the Operating Partnership’s partnership agreement. Because the holders of options to purchase shares of the Company’s common stock are not eligible to receive dividends, the Company’s Board of Directors approved adjustments that are intended to ensure that its employees, directors and other persons who hold such stock options are not disadvantaged by the planned special cash dividend.

 

    On August 3, 2005, the Company commenced a planned interest rate hedging program in contemplation of obtaining ten-year fixed rate financing in early 2007. The Company has since entered into nine forward-starting interest rate swap contracts based on a weighted-average forward-starting ten-year treasury rate of 4.32% per annum on notional amounts aggregating $425.0 million. The swaps go into effect in February 2007 and expire in February 2017.

 

    On August 5, 2005, the Company executed a contract for the sale of 40-46 Harvard Street, an industrial property totaling approximately 152,000 net rentable square feet located in Westwood, Massachusetts, at a sale price of approximately $7.8 million. The sale is subject to the satisfaction of customary closing conditions and, although there can be no assurances that the sale will be consummated, we have no reason to believe that the closing will not occur as expected by the end of November 2005.

 

   

On September 26, 2005, the Company commenced construction on its previously announced joint venture project consisting of a build-to-suit Class A office property located at 505 9th Street in Washington, D.C. totaling 323,000 net

 

2


 

rentable square feet, of which 230,000 net rentable square feet have been pre-leased to a law firm for a 15-year term. In conjunction with the commencement of construction, the Company’s Operating Partnership issued approximately 254,000 common units of limited partnership interest and cash of approximately $4.9 million to its joint venture partner as consideration for the Company’s 50% interest in the joint venture. The joint venture partner had contributed the land for its 50% interest.

 

Transactions completed subsequent to September 30, 2005:

 

    On October 1, 2005, the Company placed-in-service the West Garage phase of its Seven Cambridge Center development project located in Cambridge, Massachusetts. Seven Cambridge Center is a fully-leased, build-to-suit project with approximately 231,000 square feet of office, research laboratory and retail space plus parking for approximately 800 cars. The Company has signed a lease for 100% of the space with the Massachusetts Institute of Technology for occupancy by its affiliate, the Eli and Edythe L. Broad Institute. The Company expects the remaining development to be completed in the first quarter of 2006.

 

    On October 4, 2005, the Company repaid the mortgage loan collateralized by its Embarcadero Center West Tower property totaling approximately $90.8 million. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 6.50% per annum and was scheduled to mature on January 1, 2006.

 

EPS and FFO per Share Guidance:

 

The Company’s guidance for the fourth quarter of 2005 and the full year 2006 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below.

 

     Fourth Quarter 2005

   Full Year 2006

     Low

   -

   High

   Low

   -

   High

Projected EPS (diluted)

   $ 1.29    -    $ 1.32    $ 2.17    -    $ 2.32

Add:

                                     

Projected Company Share of Real Estate Depreciation and Amortization

     0.49    -      0.49      1.95    -      1.95

Less:

                                     

Projected Company Share of Gains on Sales of Real Estate

     0.74    -      0.76      0.00    -      0.00
    

       

  

       

Projected FFO per Share (diluted)

   $ 1.04    -    $ 1.05    $ 4.12    -    $ 4.27

 

3


The foregoing estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and earnings impact of the events referenced in this release. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization or gains or losses associated with disposition activities. 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, October 26, 2005 at 10:00 AM (Eastern Time), open to the general public, to discuss the third quarter 2005 results, the fourth quarter 2005 and full year 2006 projections and other related matters. The number to call for this interactive teleconference is (800) 218-0204. A replay of the conference call will be available through November 2, 2005 by dialing (800) 405-2236 and entering the passcode 11040118. An audio-webcast will also be archived and may be accessed at www.bostonproperties.com in the Investor Relations section under the heading Events & Webcasts.

 

Additionally, a copy of Boston Properties’ third quarter 2005 “Supplemental Operating and Financial Data” and this press release are available in the Investor Relations 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 properties and also includes three hotels and one industrial property. The Company is one of the largest owners and developers of Class A office properties in the United States, concentrated in five markets – Boston, Midtown Manhattan, Washington, D.C., San Francisco and Princeton, N.J.

 

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “guidance,” “expects,” “plans,” “estimates,” “projects,” “intends,” “believes” and similar expressions that do not relate to historical matters. 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 (including the impact of interest rates on our hedging program), the effects of local economic and market conditions, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, including its guidance for the fourth quarter of 2005 and the full fiscal year 2006.

 

Financial tables follow.

 

4


BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three months ended
September 30,


    Nine months ended
September 30,


 
     2005

    2004

    2005

    2004

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

Revenue

                                

Rental:

                                

Base rent

   $ 274,522     $ 273,603     $ 830,627     $ 790,889  

Recoveries from tenants

     43,969       43,381       129,165       123,228  

Parking and other

     13,470       15,645       41,516       42,916  
    


 


 


 


Total rental revenue

     331,961       332,629       1,001,308       957,033  

Hotel revenue

     20,139       19,768       54,207       52,112  

Development and management services

     4,923       5,832       13,596       15,115  

Interest and other

     4,763       908       9,337       9,526  
    


 


 


 


Total revenue

     361,786       359,137       1,078,448       1,033,786  
    


 


 


 


Expenses

                                

Operating:

                                

Rental

     111,112       108,754       326,051       309,715  

Hotel

     13,786       13,709       40,051       38,763  

General and administrative

     13,270       13,002       42,335       38,095  

Interest

     75,700       77,698       233,287       226,792  

Depreciation and amortization

     65,905       65,480       201,102       181,853  

Losses from early extinguishments of debt

     —         —         12,896       6,258  
    


 


 


 


Total expenses

     279,773       278,643       855,722       801,476  
    


 


 


 


Income before minority interests in property partnerships, income from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and land held for development and discontinued operations

     82,013       80,494       222,726       232,310  

Minority interests in property partnerships

     1,527       1,447       4,651       3,124  

Income from unconsolidated joint ventures

     1,117       460       3,299       2,716  
    


 


 


 


Income before minority interest in Operating Partnership, gains on sales of real estate and land held for development and discontinued operations

     84,657       82,401       230,676       238,150  

Minority interest in Operating Partnership

     (27,032 )     (17,178 )     (57,482 )     (52,169 )
    


 


 


 


Income before gains on sales of real estate and land held for development and discontinued operations

     57,625       65,223       173,194       185,981  

Gains on sales of real estate, net of minority interest

     —         —         102,175       8,132  

Gains on sales of land held for development, net of minority interest

     —         —         1,209       —    
    


 


 


 


Income before discontinued operations

     57,625       65,223       276,578       194,113  

Discontinued operations:

                                

Income (loss) from discontinued operations, net of minority interest

     (74 )     (831 )     (574 )     1,356  

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

     —         4,150       8,397       26,201  
    


 


 


 


Net income available to common shareholders

   $ 57,551     $ 68,542     $ 284,401     $ 221,670  
    


 


 


 


Basic earnings per common share:

                                

Income available to common shareholders before discontinued operations

   $ 0.51     $ 0.60     $ 2.49     $ 1.84  

Discontinued operations, net of minority interest

     —         0.03       0.07       0.26  
    


 


 


 


Net income available to common shareholders

   $ 0.51     $ 0.63     $ 2.56     $ 2.10  
    


 


 


 


Weighted average number of common shares outstanding

     111,776       108,339       110,915       105,492  
    


 


 


 


Diluted earnings per common share:

                                

Income available to common shareholders before discontinued operations

   $ 0.50     $ 0.59     $ 2.44     $ 1.80  

Discontinued operations, net of minority interest

     —         0.03       0.07       0.25  
    


 


 


 


Net income available to common shareholders

   $ 0.50     $ 0.62     $ 2.51     $ 2.05  
    


 


 


 


Weighted average number of common and common equivalent shares outstanding

     114,090       110,581       113,195       107,718  
    


 


 


 



BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

 

     September 30,
2005


    December 31,
2004


 
     (in thousands, except for share amounts)  
     (unaudited)  
ASSETS                 

Real estate

   $ 8,792,127     $ 9,033,858  

Construction in progress

     144,009       35,063  

Land held for future development

     244,783       222,306  

Real estate held for sale, net

     444       —    

Less: accumulated depreciation

     (1,237,469 )     (1,143,369 )
    


 


Total real estate

     7,943,894       8,147,858  

Cash and cash equivalents

     450,577       239,344  

Cash held in escrows

     27,552       24,755  

Investments in marketable securities

     37,500       —    

Tenant and other receivables, net of allowance for doubtful accounts of $2,476 and $2,879, respectively

     32,463       25,500  

Accrued rental income, net of allowance of $3,931 and $4,252, respectively

     292,289       251,236  

Deferred charges, net

     239,443       254,950  

Prepaid expenses and other assets

     63,859       38,630  

Investments in unconsolidated joint ventures

     96,311       80,955  
    


 


Total assets

   $ 9,183,888     $ 9,063,228  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Liabilities:

                

Mortgage notes payable

   $ 3,450,904     $ 3,541,131  

Unsecured senior notes, net of discount

     1,470,963       1,470,683  

Unsecured line of credit

     —         —    

Accounts payable and accrued expenses

     81,730       94,451  

Dividends and distributions payable

     443,437       91,428  

Interest rate contract

     —         1,164  

Accrued interest payable

     39,443       50,670  

Other liabilities

     137,526       91,300  
    


 


Total liabilities

     5,624,003       5,340,827  
    


 


Commitments and contingencies

     —         —    
    


 


Minority interests

     725,077       786,328  
    


 


Stockholders’ equity:

                

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

     —         —    

Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued or outstanding

     —         —    

Common stock, $.01 par value, 250,000,000 shares authorized, 112,579,787 and 110,399,385 shares issued and 112,500,887 and 110,320,485 shares outstanding in 2005 and 2004, respectively

     1,125       1,103  

Additional paid-in capital

     2,749,432       2,633,980  

Earnings in excess of dividends

     104,559       325,452  

Treasury common stock, at cost

     (2,722 )     (2,722 )

Unearned compensation

     (5,564 )     (6,103 )

Accumulated other comprehensive loss

     (12,022 )     (15,637 )
    


 


Total stockholders’ equity

     2,834,808       2,936,073  
    


 


Total liabilities and stockholders’ equity

   $ 9,183,888     $ 9,063,228  
    


 



BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

 

     Three months ended
September 30,


    Nine months ended
September 30,


 
     2005

    2004

    2005

    2004

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

Net income available to common shareholders

   $ 57,551     $ 68,542     $ 284,401     $ 221,670  

Add:

                                

Minority interest in Operating Partnership

     27,032       17,178       57,482       52,169  

Less:

                                

Minority interests in property partnerships

     1,527       1,447       4,651       3,124  

Income from unconsolidated joint ventures

     1,117       460       3,299       2,716  

Gains on sales of real estate, net of minority interest

     —         —         102,175       8,132  

Gains on sales of land held for development, net of minority interest

     —         —         1,209       —    

Income (loss) from discontinued operations, net of minority interest

     (74 )     (831 )     (574 )     1,356  

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

     —         4,150       8,397       26,201  
    


 


 


 


Income before minority interests in property partnerships, income from unconsolidated joint ventures, minority interest in Operating Partnership, gains on sales of real estate and land held for development and discontinued operations

     82,013       80,494       222,726       232,310  

Add:

                                

Real estate depreciation and amortization (2)

     67,702       67,538       206,489       187,330  

Income (loss) from discontinued operations

     (88 )     (945 )     (686 )     1,802  

Income from unconsolidated joint ventures

     1,117       460       3,299       2,716  

Less:

                                

Minority interests in property partnerships’ share of funds from operations

     32       17       1       (1,045 )

Preferred distributions

     (3,200 )(3)     (3,491 )     (9,820 )(3)     (11,689 )
    


 


 


 


Funds from operations (FFO)

     147,576       144,073       422,009       411,424  

Add:

                                

Losses from early extinguishments of debt associated with the sales of real estate

     —         —         11,041       —    
    


 


 


 


Funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate

     147,576       144,073       433,050       411,424  

Less:

                                

Minority interest in the Operating Partnership’s share of funds from operations after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate

     23,905       24,136       70,770       70,812  
    


 


 


 


Funds from operations available to common shareholders after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate

   $ 123,671     $ 119,937     $ 362,280     $ 340,612  
    


 


 


 


Our percentage share of funds from operations - basic

     83.80 %     83.25 %     83.66 %     82.79 %
    


 


 


 


Weighted average shares outstanding - basic

     111,776       108,339       110,915       105,492  
    


 


 


 


FFO per share basic after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate

   $ 1.11     $ 1.11     $ 3.27     $ 3.23  
    


 


 


 


FFO per share basic

   $ 1.11     $ 1.11     $ 3.18     $ 3.23  
    


 


 


 


Weighted average shares outstanding - diluted

     119,177       116,149       118,461       113,998  
    


 


 


 


FFO per share diluted after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate

   $ 1.07     $ 1.07     $ 3.16     $ 3.11  
    


 


 


 


FFO per share diluted

   $  1.07     $  1.07     $  3.08     $  3.11  
    


 


 


 



(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 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. FFO is a non-GAAP financial measure. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial in 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 our comparative operating and financial performance 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 a specific and defined supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate. The adjustment to exclude losses from early extinguishments of debt results when the sale of real estate encumbered by debt requires us to pay the extinguishment costs prior to the debt’s stated maturity and to write-off unamortized loan costs at the date of the extinguishment. Such costs are excluded from the gains on sales of real estate reported in accordance with GAAP. However, we view the losses from early extinguishments of debt associated with the sales of real estate as an incremental cost of the sale transactions because we extinguished the debt in connection with the consummation of the sale transactions and we had no intent to extinguish the debt absent such transactions. We believe that this supplemental adjustment more appropriately reflects the results of our operations exclusive of the impact of our sale transactions.

 

Although our FFO as adjusted clearly differs from NAREIT’s definition of FFO, and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance because we believe that, by excluding the effects of the losses from early extinguishments of debt associated with the sales of real estate, management and investors are presented with an indicator of our operating performance that more closely achieves the objectives of the real estate industry in presenting FFO.

 

Neither FFO nor FFO as adjusted should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance. Neither FFO nor FFO as adjusted 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) Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $65,905, $65,480, $201,102 and $181,853, our share of unconsolidated joint venture real estate depreciation and amortization of $2,188, $1,636, $6,380 and $5,016 and depreciation and amortization from discontinued operations of $2, $1,080, $186 and $2,353, less corporate related depreciation and amortization of $393, $658, $1,179 and $1,892 for the three months and nine months ended September 30, 2005 and 2004, respectively.

 

(3) Excludes approximately $12.1 million of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the special dividend to be funded using proceeds from previously completed sales of real estate.


BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES

 

     % Leased by Location

 
     September 30, 2005

    December 31, 2004

 

Greater Boston

   91.0 %   90.2 %

Greater Washington, D.C.

   97.5 %   97.9 %

Midtown Manhattan

   97.6 %   96.4 %

Baltimore, MD

   N/A     90.9 %

Richmond, VA

   N/A     91.3 %

Princeton/East Brunswick, NJ

   86.7 %   90.2 %

Greater San Francisco

   85.9 %   80.3 %
    

 

Total Portfolio

   93.3 %   92.1 %
    

 

     % Leased by Type

 
     September 30, 2005

    December 31, 2004

 

Class A Office Portfolio

   93.5 %   92.3 %

Office/Technical Portfolio

   97.6 %   97.6 %

Industrial Portfolio

   0.0 %   0.0 %
    

 

Total Portfolio

   93.3 %   92.1 %