Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2011

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 1-13087

 

 

BOSTON PROPERTIES, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   04-2473675
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x   Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)   Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, par value $.01 per share   147,629,307
(Class)   (Outstanding on November 1, 2011)

 

 

 


Table of Contents

BOSTON PROPERTIES, INC.

FORM 10-Q

for the quarter ended September 30, 2011

TABLE OF CONTENTS

 

          Page  

PART I. FINANCIAL INFORMATION

  

ITEM 1.

  

Financial Statements (unaudited)

     1   
  

a) Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010

     1   
  

b) Consolidated Statements of Operations for the three and nine months ended September  30, 2011 and 2010

     2   
  

c) Consolidated Statements of Comprehensive Income for the three and nine months ended September  30, 2011 and 2010

     3   
  

d) Consolidated Statements of Stockholders’ Equity for the nine months ended September  30, 2011 and 2010

     4   
  

e) Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010

     5   
  

f) Notes to the Consolidated Financial Statements

     7   

ITEM 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     28   

ITEM 3.

  

Quantitative and Qualitative Disclosures about Market Risk

     73   

ITEM 4.

  

Controls and Procedures

     74   

PART II. OTHER INFORMATION

  

ITEM 1.

  

Legal Proceedings

     75   

ITEM 1A.

  

Risk Factors

     75   

ITEM 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

     75   

ITEM 3.

  

Defaults Upon Senior Securities

     75   

ITEM 4.

  

(Removed and Reserved)

     75   

ITEM 5.

  

Other Information

     75   

ITEM 6.

  

Exhibits

     76   

SIGNATURES

     77   


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1—Financial Statements.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except for share and par value amounts)

 

    September 30,
2011
    December 31,
2010
 
ASSETS    

Real estate, at cost

  $ 12,031,660      $ 10,933,977   

Construction in process

    899,302        1,073,402   

Land held for future development

    266,834        757,556   

Less: accumulated depreciation

    (2,558,620     (2,323,818
 

 

 

   

 

 

 

Total real estate

    10,639,176        10,441,117   

Cash and cash equivalents

    1,063,024        478,948   

Cash held in escrows

    36,759        308,031   

Investments in securities

    9,312        8,732   

Tenant and other receivables (net of allowance for doubtful accounts of $1,650 and $2,081, respectively)

    47,554        60,813   

Related party notes receivable

    276,375        270,000   

Interest receivable from related party note receivable

    84,782        69,005   

Accrued rental income (net of allowance of $2,356 and $3,116, respectively)

    508,838        442,683   

Deferred charges, net

    441,700        436,019   

Prepaid expenses and other assets

    102,812        65,663   

Investments in unconsolidated joint ventures

    770,466        767,252   
 

 

 

   

 

 

 

Total assets

  $ 13,980,798      $ 13,348,263   
 

 

 

   

 

 

 
LIABILITIES AND EQUITY    

Liabilities:

   

Mortgage notes payable

  $ 3,179,034      $ 3,047,586   

Unsecured senior notes (net of discount of $8,014 and $8,402, respectively)

    3,016,986        3,016,598   

Unsecured exchangeable senior notes (net of discount of $4,699 and $8,249, respectively)

    1,754,343        1,721,817   

Unsecured line of credit

    —          —     

Accounts payable and accrued expenses

    172,928        186,059   

Dividends and distributions payable

    83,584        81,031   

Accrued interest payable

    89,555        62,327   

Other liabilities

    244,555        213,000   
 

 

 

   

 

 

 

Total liabilities

    8,540,985        8,328,418   
 

 

 

   

 

 

 

Commitments and contingencies

    —          —     
 

 

 

   

 

 

 

Noncontrolling interest:

   

Redeemable preferred units of the Operating Partnership

    55,652        55,652   
 

 

 

   

 

 

 

Equity:

   

Stockholders’ equity attributable to Boston Properties, Inc.:

   

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, 147,706,147 and 140,278,005 issued and 147,627,247 and 140,199,105 outstanding at September 30, 2011 and December 31, 2010, respectively

    1,476        1,402   

Additional paid-in capital

    4,916,440        4,417,162   

Dividends in excess of earnings

    (72,941     (24,763

Treasury common stock at cost, 78,900 shares at September 30, 2011 and December 31, 2010

    (2,722     (2,722

Accumulated other comprehensive loss

    (16,717     (18,436
 

 

 

   

 

 

 

Total stockholders’ equity attributable to Boston Properties, Inc.

    4,825,536        4,372,643   

Noncontrolling interests:

   

Common units of the Operating Partnership

    559,621        592,164   

Property partnerships

    (996     (614
 

 

 

   

 

 

 

Total equity

    5,384,161        4,964,193   
 

 

 

   

 

 

 

Total liabilities and equity

  $ 13,980,798      $ 13,348,263   
 

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

1


Table of Contents

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Three months ended
September 30,
    Nine months ended
September 30,
 
    2011     2010     2011     2010  
    (in thousands, except for per share amounts)  

Revenue

       

Rental

       

Base rent

  $ 360,595      $ 310,459      $ 1,048,604      $ 918,665   

Recoveries from tenants

    53,899        45,646        148,669        135,530   

Parking and other

    21,694        15,850        61,863        47,570   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total rental revenue

    436,188        371,955        1,259,136        1,101,765   

Hotel revenue

    8,045        8,016        22,897        22,290   

Development and management services

    8,180        6,439        24,706        34,267   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    452,413        386,410        1,306,739        1,158,322   
 

 

 

   

 

 

   

 

 

   

 

 

 

Expenses

       

Operating

       

Rental

    154,985        128,041        439,831        376,310   

Hotel

    6,032        6,194        18,052        17,551   

General and administrative

    17,340        18,067        62,052        62,537   

Acquisition costs

    51        1,893        136        1,893   

Suspension of development

    —          —          —          (7,200

Depreciation and amortization

    109,495        81,133        330,003        245,608   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    287,903        235,328        850,074        696,699   
 

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    164,510        151,082        456,665        461,623   

Other income (expense)

       

Income from unconsolidated joint ventures

    11,326        11,565        28,184        26,940   

Interest and other income

    1,252        1,814        4,179        5,641   

Gains (losses) from investments in securities

    (860     731        (481     253   

Interest expense

    (95,777     (97,103     (290,164     (285,887

Losses from early extinguishments of debt

    —          —          —          (8,221
 

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

    80,451        68,089        198,383        200,349   

Gain on sale of real estate

    —          —          —          2,734   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    80,451        68,089        198,383        203,083   

Net income attributable to noncontrolling interests

       

Noncontrolling interests in property partnerships

    (86     (889     (1,118     (2,557

Noncontrolling interest—redeemable preferred units of the Operating Partnership

    (832     (820     (2,497     (2,548

Noncontrolling interest—common units of the Operating Partnership

    (8,991     (8,712     (23,409     (25,841

Noncontrolling interest in gain on sale of real estate—common units of the Operating Partnership

    —          —          —          (351
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Boston Properties, Inc.

  $ 70,542      $ 57,668      $ 171,359      $ 171,786   
 

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per common share attributable to Boston Properties, Inc.:

       

Net income

  $ 0.48      $ 0.41      $ 1.18      $ 1.23   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding

    147,006        139,595        145,006        139,215   
 

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per common share attributable to Boston Properties, Inc.:

       

Net income

  $ 0.48      $ 0.41      $ 1.18      $ 1.23   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common and common equivalent shares outstanding

    147,622        140,193        145,625        139,874   
 

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

2


Table of Contents

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2011     2010     2011     2010  
     (in thousands)  

Net income

   $ 80,451      $ 68,089      $ 198,383      $ 203,083   

Other comprehensive income:

        

Effective portion of interest rate contracts

     —          —          —          421   

Amortization of interest rate contracts

     649        716        1,946        2,157   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income

     649        716        1,946        2,578   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

     81,100        68,805        200,329        205,661   

Net income attributable to noncontrolling interests

     (9,909     (10,421     (27,024     (31,297

Other comprehensive income attributable to noncontrolling interests

     (72     (91     (227     (331
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to Boston Properties, Inc.

   $ 71,119      $ 58,293      $ 173,078      $ 174,033   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

3


Table of Contents

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited and in thousands)

 

     Common Stock      Additional
Paid-in

Capital
    Earnings
(Dividends) in
Excess of
Dividends
(Earnings)
    Treasury
Stock,

at cost
    Accumulated
Other
Comprehensive

Loss
    Noncontrolling
Interests
    Total  
     Shares      Amount               

Equity, December 31, 2010

     140,199       $ 1,402       $ 4,417,162      $ (24,763   $ (2,722   $ (18,436   $ 591,550      $ 4,964,193   

Conversion of operating partnership units to Common Stock

     2,443         24         71,157        —          —          —          (71,181     —     

Reallocation of noncontrolling interest

     —           —           (26,755     —          —          —          26,755        —     

Allocated net income for the year

     —           —           —          171,359        —          —          24,527        195,886   

Dividends/distributions declared

     —           —           —          (219,537     —          —          (29,120     (248,657

Sale of common stock, net of offering costs

     4,660         47         438,990        —          —          —          —          439,037   

Shares issued pursuant to stock purchase plan

     7         —           620        —          —          —          —          620   

Net activity from stock option and incentive plan

     318         3         15,266        —          —          —          17,367        32,636   

Distributions to noncontrolling interests in property partnerships

     —           —           —          —          —          —          (1,500     (1,500

Amortization of interest rate contracts

     —           —           —          —          —          1,719        227        1,946   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity, September 30, 2011

     147,627       $ 1,476       $ 4,916,440      $ (72,941   $ (2,722   $ (16,717   $ 558,625      $ 5,384,161   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity, December 31, 2009

     138,880       $ 1,389       $ 4,373,679      $ 95,433      $ (2,722   $ (21,777   $ 623,057      $ 5,069,059   

Conversion of operating partnership units to Common Stock

     473         5         13,743        —          —          —          (13,748     —     

Reallocation of noncontrolling interest

     —           —           12,944        —          —          —          (12,944     —     

Allocated net income for the year

     —           —           —          171,786        —          —          28,749        200,535   

Dividends/distributions declared

     —           —           —          (209,168     —          —          (32,069     (241,237

Shares issued pursuant to stock purchase plan

     9         —           630        —          —          —          —          630   

Net activity from stock option and incentive plan

     696         7         23,715        —          —          —          24,306        48,028   

Distributions to noncontrolling interests in property partnerships

     —           —           —          —          —          —          (1,500     (1,500

Amortization of interest rate contracts

     —           —           —          —          —          2,247        331        2,578   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity, September 30, 2010

     140,058       $ 1,401       $ 4,424,711      $ 58,051      $ (2,722   $ (19,530   $ 616,182      $ 5,078,093   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

4


Table of Contents

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the nine months ended
September 30,
 
     2011     2010  
     (in thousands)  

Cash flows from operating activities:

    

Net income

   $ 198,383      $ 203,083   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     330,003        245,608   

Non-cash compensation expense

     23,702        26,725   

Income from unconsolidated joint ventures

     (28,184     (26,940

Distributions of net cash flow from operations of unconsolidated joint ventures

     27,222        9,189   

Losses (gains) from investments in securities

     481        (253

Non-cash portion of interest expense

     41,016        42,199   

Settlement of accreted debt discount on repurchases of unsecured exchangeable senior notes

     —          (13,230

Losses from early extinguishments of debt

     —          8,221   

Suspension of development

     —          (7,200

Gain on sale of real estate

     —          (2,734

Change in assets and liabilities:

    

Cash held in escrows

     (6,228     (1,404

Tenant and other receivables, net

     13,097        2,922   

Accrued rental income, net

     (66,155     (57,887

Prepaid expenses and other assets

     (66,597     (24,107

Accounts payable and accrued expenses

     5,341        (30,720

Accrued interest payable

     27,228        8,631   

Other liabilities

     (15,664     (19,998

Tenant leasing costs

     (40,786     (29,251
  

 

 

   

 

 

 

Total adjustments

     244,476        129,771   
  

 

 

   

 

 

 

Net cash provided by operating activities

     442,859        332,854   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Acquisitions of real estate

     (41,100     (103,785

Construction in progress

     (205,580     (233,814

Building and other capital improvements

     (29,406     (14,377

Tenant improvements

     (50,400     (91,742

Proceeds from land transaction

     43,887        —     

Proceeds from mortgage loan released from (placed in) escrow

     267,500        (267,500

Deposit on real estate released from (placed in) escrow

     10,000        (10,000

Acquisition of note receivable

     —          (22,500

Issuance of note receivable

     (6,375     —     

Capital contributions to unconsolidated joint ventures

     (17,867     (61,426

Capital distributions from unconsolidated joint ventures

     —          27,150   

Investments in securities, net

     (1,061     2,288   
  

 

 

   

 

 

 

Net cash used in investing activities

     (30,402     (775,706
  

 

 

   

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

5


Table of Contents

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the nine months ended
September 30,
 
     2011     2010  
     (in thousands)  

Cash flows from financing activities:

  

Proceeds from mortgage notes payable

     1,178,306        268,964   

Repayments of mortgage notes payable

     (1,196,074     (301,531

Proceeds from unsecured senior notes

     —          699,237   

Repurchases of unsecured exchangeable senior notes

     —          (172,294

Deposit on mortgage loan financing

     —          —     

Deferred financing costs

     (9,103     (7,563

Net proceeds from ATM stock issuances

     439,037        —     

Net proceeds from equity transactions

     9,554        21,933   

Dividends and distributions

     (248,601     (243,253

Distributions to noncontrolling interest in property partnership

     (1,500     (1,500
  

 

 

   

 

 

 

Net cash provided by financing activities

     171,619        263,993   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     584,076        (178,859

Cash and cash equivalents, beginning of period

     478,948        1,448,933   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 1,063,024      $ 1,270,074   
  

 

 

   

 

 

 

Supplemental disclosures:

    

Cash paid for interest

   $ 258,121      $ 274,699   
  

 

 

   

 

 

 

Interest capitalized

   $ 36,201      $ 26,412   
  

 

 

   

 

 

 

Non-cash investing and financing activities:

    

Additions to real estate included in accounts payable

   $ 15,161      $ 6,927   
  

 

 

   

 

 

 

Mortgage note payable assumed in connection with the acquisition of real estate

   $ 143,900      $ 202,604   
  

 

 

   

 

 

 

Note receivable converted to real estate

   $ —        $ 22,500   
  

 

 

   

 

 

 

Dividends and distributions declared but not paid

   $ 83,584      $ 81,068   
  

 

 

   

 

 

 

Conversions of noncontrolling interests to stockholders’ equity

   $ 71,181      $ 13,748   
  

 

 

   

 

 

 

Issuance of restricted securities to employees and directors

   $ 25,087      $ 19,222   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

6


Table of Contents

BOSTON PROPERTIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

Boston Properties, Inc. (the “Company”), a Delaware corporation, is a self-administered and self-managed real estate investment trust (“REIT”). The Company is the sole general partner of Boston Properties Limited Partnership (the “Operating Partnership”) and at September 30, 2011 owned an approximate 88.0% (86.2% at September 30, 2010) general and limited partnership interest in the Operating Partnership. Partnership interests in the Operating Partnership are denominated as “common units of partnership interest” (also referred to as “OP Units”), “long term incentive units of partnership interest” (also referred to as “LTIP Units”) or “preferred units of partnership interest” (also referred to as “Preferred Units”). In addition, in February 2008 and February 2011, the Company issued LTIP Units in connection with the granting to employees of outperformance awards (also referred to as “2008 OPP Units” and “2011 OPP Units,” respectively). Because the rights, preferences and privileges of 2008 OPP Units and 2011 OPP Units differ from other LTIP Units granted to employees as part of the annual compensation process, unless specifically noted otherwise, all references to LTIP Units exclude 2008 OPP Units and 2011 OPP Units. On February 5, 2011, the measurement period for the Company’s 2008 OPP Unit awards expired and the Company’s total return to shareholders (“TRS”) was not sufficient for employees to earn and therefore become eligible to vest in any of the 2008 OPP Unit awards. Accordingly, all 2008 OPP Unit awards were automatically forfeited (See Notes 8 and 11).

Unless specifically noted otherwise, all references to OP Units exclude units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership is obligated to redeem such OP Unit for cash equal to the then value of a share of common stock of the Company (“Common Stock”). In lieu of a cash redemption, the Company may elect to acquire such OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that the Company owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock. An LTIP Unit is generally the economic equivalent of a share of restricted common stock of the Company. LTIP Units, whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Note 11).

At September 30, 2011, there was one series of Preferred Units outstanding (i.e., Series Two Preferred Units). The Series Two Preferred Units bear a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be converted into OP Units or redeemed for cash at the election of the holder thereof or the Operating Partnership in accordance with the terms and conditions set forth in the applicable amendment to the partnership agreement (See Note 8).

All references herein to the Company refer to Boston Properties, Inc. and its consolidated subsidiaries, including the Operating Partnership, collectively, unless the context otherwise requires.

Properties

At September 30, 2011, the Company owned or had interests in a portfolio of 153 commercial real estate properties (the “Properties”) aggregating approximately 42.3 million net rentable square feet, including seven properties under construction totaling approximately 2.9 million net rentable square feet. In addition, the Company has structured parking for approximately 43,899 vehicles containing approximately 14.8 million square feet. At September 30, 2011, the Properties consist of:

 

   

147 office properties, including 128 Class A office properties (including seven properties under construction) and 19 Office/Technical properties;

 

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one hotel;

 

   

three retail properties; and

 

   

two residential properties.

The Company owns or controls undeveloped land parcels totaling approximately 510.5 acres. In addition, the Company has a noncontrolling interest in the Boston Properties Office Value-Added Fund, L.P. (the “Value-Added Fund”), which is a strategic partnership with two institutional investors through which the Company has pursued the acquisition of value-added investments in assets within its existing markets. The Company’s investments through the Value-Added Fund are not included in its portfolio information or any other portfolio level statistics. At September 30, 2011, the Value-Added Fund had investments in 24 buildings comprised of an office property in Chelmsford, Massachusetts and office complexes in Mountain View, California.

The Company considers Class A office properties to be centrally located buildings that are professionally managed and maintained, attract high-quality tenants and command upper-tier rental rates, and that are modern structures or have been modernized to compete with newer buildings. The Company considers Office/Technical properties to be properties that support office, research and development, laboratory and other technical uses. The Company’s definitions of Class A Office and Office/Technical properties may be different than those used by other companies.

2. Basis of Presentation and Summary of Significant Accounting Policies

Boston Properties, Inc. does not have any other significant assets, liabilities or operations, other than its investment in the Operating Partnership, nor does it have employees of its own. The Operating Partnership, not Boston Properties, Inc., executes all significant business relationships. All majority-owned subsidiaries and affiliates over which the Company has financial and operating control and variable interest entities (“VIE”s) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2010. Certain prior year amounts have been reclassified to conform to the current year presentation.

For purposes of financial reporting disclosures, the Company estimates the fair value of mortgage notes payable, unsecured senior notes and unsecured exchangeable senior notes. The Company discounts the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt and unsecured notes based on current market rates for similar securities. In determining the current market rates, the Company adds its estimates of market spreads to the quoted yields on federal government treasury securities with similar maturity dates to its debt. Because the Company’s valuations of its financial instruments are based on

 

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these types of estimates, the actual fair values of its financial instruments may differ materially if the Company’s estimates do not prove to be accurate. The following table presents the aggregate carrying value of the Company’s indebtedness and the Company’s corresponding estimate of fair value as of September 30, 2011 and December 31, 2010 (in thousands):

 

     September 30, 2011      December 31, 2010  
     Carrying
Amount
    Estimated
Fair Value
     Carrying
Amount
    Estimated
Fair Value
 

Mortgage notes payable

   $ 3,179,034      $ 3,337,861       $ 3,047,586      $ 3,121,193   

Unsecured senior notes

     3,016,986        3,073,469         3,016,598        3,241,542   

Unsecured exchangeable senior notes

     1,754,343 (1)      1,909,227         1,721,817 (1)      1,929,291   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ 7,950,363      $ 8,320,557       $ 7,786,001      $ 8,292,026   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

(1) Includes the net impact of Accounting Standards Codification (“ASC”) ASC 470-20 (formerly known as FSP No. APB 14-1) totaling approximately $64.7 million and $93.6 million at September 30, 2011 and December 31, 2010, respectively.

3. Real Estate Activity During the Nine Months Ended September 30, 2011

Acquisitions

On February 1, 2011, the Company completed the acquisition of Bay Colony Corporate Center in Waltham, Massachusetts for an aggregate purchase price of approximately $185.0 million. The purchase price consisted of approximately $41.1 million of cash and the assumption of approximately $143.9 million of indebtedness. The assumed debt is a securitized senior mortgage loan that bears interest at a fixed rate of 6.53% per annum and matures on June 11, 2012. The loan requires interest-only payments with a balloon payment due at maturity. Bay Colony Corporate Center is an approximately 966,000 net rentable square foot, four-building Class A office park situated on a 58-acre site in Waltham, Massachusetts. The following table summarizes the allocation of the aggregate purchase price of Bay Colony Corporate Center at the date of acquisition (in thousands).

 

Land

   $ 18,769   

Building and improvements

     136,081   

Tenant improvements

     12,370   

In-place lease intangibles

     20,626   

Above market rents

     5,802   

Below market rents

     (3,332

Above market assumed debt adjustment

     (5,316
  

 

 

 

Total aggregate purchase price

   $ 185,000   

Less: Indebtedness assumed

     (143,900
  

 

 

 

Net assets acquired

   $ 41,100   
  

 

 

 

The following table summarizes the estimated amortization of the acquired above-market lease intangibles (net of acquired below-market lease intangibles) and the acquired in-place lease intangibles for Bay Colony Corporate Center for the remainder of 2011 and each of the four succeeding years (in thousands).

 

     Acquired In-Place
Lease Intangibles
     Acquired Net Above-
Market Lease Intangibles
 

Period from October 1, 2011 through December 31, 2011

   $ 1,574       $ 158   

2012

     5,192         520   

2013

     3,423         349   

2014

     2,543         221   

2015

     1,867         300   

 

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The accompanying pro forma information for the nine months ended September 30, 2011 and 2010 is presented as if the acquisition of Bay Colony Corporate Center on February 1, 2011 had occurred on January 1, 2010. This pro forma information is based upon the historical consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the above occurred, nor do they purport to predict the results of operations of future periods.

 

Pro Forma    Nine Months Ended
September 30,
 

(in thousands, except per share data)

   2011      2010  

Total revenue

   $ 1,309,084       $ 1,172,640   

Income from continuing operations

   $ 198,209       $ 193,864   

Net income attributable to Boston Properties, Inc.

   $ 171,205       $ 166,133   

Basic earnings per share:

     

Net income per share attributable to Boston Properties, Inc.

   $ 1.18       $ 1.19   

Diluted earnings per share:

     

Net income per share attributable to Boston Properties, Inc.

   $ 1.18       $ 1.19   

Developments

On January 14, 2011, the Company placed in-service approximately 57% of the office component of its Atlantic Wharf development project located in Boston, Massachusetts. The office component is comprised of approximately 790,000 net rentable square feet.

On March 1, 2011, the Company placed in-service approximately 13% of the office component of its 2200 Pennsylvania Avenue development project located in Washington, DC. The office component is comprised of approximately 457,000 net rentable square feet. On August 17, 2011, the Company completed and fully placed in-service the office component of the development project.

On May 1, 2011, the Company placed in-service approximately 16% of its 510 Madison Avenue development project located in New York City. 510 Madison Avenue is an approximately 347,000 net rentable square foot Class A office property.

On May 11, 2011, the Company partially placed in-service the Residences on The Avenue, the residential component of its 2221 I Street, NW development project located in Washington, DC. The residential component is comprised of 335 apartment units and approximately 50,000 square feet of retail space. On July 13, 2011, the Company completed and fully placed in-service the residential component of the development project.

On May 24, 2011, the Company signed a lease with a law firm for approximately 184,000 square feet at 250 West 55th Street in New York City. In conjunction with the execution of the lease, the Company resumed development of the planned approximately 989,000 square foot Class A office project and commenced capitalization of interest.

On July 1, 2011, the Company completed and placed in-service 100% of The Lofts at Atlantic Wharf, the residential component of its Atlantic Wharf development project located in Boston, Massachusetts. The residential component is comprised of 86 apartment units and approximately 10,000 square feet of retail space.

On July 5, 2011, the Company commenced the redevelopment of 12310 Sunrise Valley Drive, a Class A office project with approximately 268,000 net rentable square feet located in Reston, Virginia. The Company will capitalize incremental costs during the redevelopment.

On July 14, 2011, the Company entered into a 15-year lease for 100% of a build-to-suit development project with approximately 190,000 net rentable square feet of Class A office space located on land owned by the Company at 17 Cambridge Center in Cambridge, Massachusetts. In conjunction with the execution of the lease, the Company has commenced construction of the project.

 

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Dispositions

On May 23, 2011, the Company entered into a ground lease for 75 Ames Street, a vacant land parcel in Cambridge, Massachusetts located on the same site as the Company’s Cambridge Center West Garage property and adjacent to the Company’s Seven Cambridge Center property, to a third party. In addition, the Company entered into a development agreement to serve as project manager for a 250,000 square foot research laboratory building to be developed on the site at the ground lessee’s expense and will also serve, upon completion of development, as property manager. The terms of the ground lease require the Company to form a condominium for the site upon completion of the development, at which time each party will subject their respective interests in the buildings and land to the condominium and will in turn be conveyed a condominium unit comprised of their respective building as well as an undivided ownership interest in the land. Gross proceeds to the Company are expected to total approximately $56.8 million, including $11.4 million in development fees for the Company’s services. As of September 30, 2011, the Company has received approximately $48.0 million and anticipates receiving another $8.9 million in development fees through the third quarter of 2014. The cash received under the ground lease will initially be recognized as unearned revenue and recognized over the 99-year term of the ground lease. The Company will recognize approximately $459,000 per year in ground lease payments prior to the anticipated conveyance of the condominium interest in 2014. Upon completion of the development and conveyance of the condominium interest, the transaction and related remaining costs will be accounted for and recognized as a gain on sale of real estate in accordance with ASC 360-20 “Real Estate Sales.”

On June 6, 2011, the Company terminated its agreement, dated April 21, 2011, to sell its Carnegie Center portfolio located in Princeton, New Jersey for approximately $468.0 million. Carnegie Center is a sixteen building Class A office park set on 560 acres and totaling more than 2.0 million net rentable square feet. Under the terms of the agreement, either party had the right to terminate the agreement at any time without any cost or payment to the other party.

4. Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at September 30, 2011:

 

Entity

  

Properties

   Nominal %
Ownership
 

Square 407 Limited Partnership

   Market Square North      50.0

The Metropolitan Square Associates LLC

   Metropolitan Square      51.0

BP/CRF 901 New York Avenue LLC

   901 New York Avenue      25.0 %(1) 

WP Project Developer LLC

   Wisconsin Place Land and Infrastructure      33.3 %(2) 

RBP Joint Venture LLC

   Eighth Avenue and 46th Street      50.0 %(3) 

Boston Properties Office Value-Added Fund, L.P.

   300 Billerica Road and Mountain View Research and Technology Parks      37.6 %(1)(4) 

Annapolis Junction NFM, LLC

   Annapolis Junction      50.0 %(5) 

767 Venture, LLC

   The General Motors Building      60.0

2 GCT Venture LLC

   Two Grand Central Tower      60.0

540 Madison Venture LLC

   540 Madison Avenue      60.0

125 West 55th Street Venture LLC

   125 West 55th Street      60.0

500 North Capitol LLC

   500 North Capitol Street, NW      30.0

 

(1) The Company’s economic ownership can increase based on the achievement of certain return thresholds.
(2) The Company’s wholly-owned entity that owns the office component of the project owns a 33.3% interest in the entity owning the land and infrastructure of the project.
(3) This property consists of assembled land.
(4) Represents the Company’s effective ownership interest. The Company has a 25.0% interest in the 300 Billerica Road property and a 39.5% interest in the Mountain View Research and Technology Park properties.
(5) Comprised of one building, one building under construction and two undeveloped land parcels.

 

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Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners.

The combined summarized balance sheets of the unconsolidated joint ventures are as follows:

 

     September 30,
2011
    December 31,
2010
 
     (in thousands)  
ASSETS     

Real estate and development in process, net

   $ 4,991,083      $ 5,028,851   

Other assets

     680,091        749,308   
  

 

 

   

 

 

 

Total assets

   $ 5,671,174      $ 5,778,159   
  

 

 

   

 

 

 
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY     

Mortgage and notes payable

   $ 3,139,362      $ 3,151,220   

Other liabilities

     907,144        969,082   

Members’/Partners’ equity

     1,624,668        1,657,857   
  

 

 

   

 

 

 

Total liabilities and members’/partners’ equity

   $ 5,671,174      $ 5,778,159   
  

 

 

   

 

 

 

Company’s share of equity

   $ 898,910      $ 924,235   

Basis differentials(1)

     (128,444     (156,983
  

 

 

   

 

 

 

Carrying value of the Company’s investments in unconsolidated joint ventures

   $ 770,466      $ 767,252   
  

 

 

   

 

 

 

 

(1) This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from impairment of investments and upon the transfer of assets that were previously owned by the Company into a joint venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level.

The combined summarized statements of operations of the unconsolidated joint ventures are as follows:

 

     For the three months ended
September 30,
    For the nine months ended
September 30,
 
           2011                 2010                 2011                 2010        
     (in thousands)     (in thousands)  

Total revenue(1)

   $ 150,101      $ 155,126      $ 440,733      $ 457,217   

Expenses

        

Operating

     44,584        45,546        129,698        130,083   

Depreciation and amortization

     46,773        50,548        145,653        164,763   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     91,357        96,094        275,351        294,846   

Operating income

     58,744        59,032        165,382        162,371   

Other expenses

        

Interest expense

     57,699        59,120        172,467        176,705   

Loss on guarantee obligation

     —          3,581        —          3,581   

Impairment loss

     39,384        —          39,384        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (38,339   $ (3,669   $ (46,469   $ (17,915
  

 

 

   

 

 

   

 

 

   

 

 

 

Company’s share of net loss

   $ (23,231   $ (487   $ (28,570   $ (7,207

Basis differential

     25,024        3,125        28,539        7,918   

Elimination of inter-entity interest on partner loan

     9,533        8,927        28,215        26,229   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from unconsolidated joint ventures

   $ 11,326      $ 11,565      $ 28,184      $ 26,940   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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(1) Includes straight-line rent adjustments of $6.7 million and $5.9 million for the three months ended September 30, 2011 and 2010, respectively, and $14.8 million and $19.8 million for the nine months ended September 30, 2011 and 2010, respectively. Includes net “above-” and “below-market” rent adjustments of $28.3 million and $30.5 million for the three months ended September 30, 2011 and 2010, respectively, and $87.0 million and $97.6 million for the nine months ended September 30, 2011 and 2010, respectively.

On March 16, 2011, the Company’s Value-Added Fund extended the maturity date by two months to May 31, 2011 of the mortgage loan collateralized by its Mountain View Technology Park property located in Mountain View, California totaling approximately $24.7 million. The mortgage loan bears interest at a variable rate equal to LIBOR plus 1.50% per annum and was scheduled to mature on March 31, 2011. On June 29, 2011, the Company’s Value-Added Fund extended the maturity date to November 15, 2011.

On March 26, 2011, a joint venture in which the Company has a 30% interest removed from service and commenced the redevelopment of 500 North Capitol Street, NW located in Washington, DC. On January 18, 2011, the joint venture entered into a lease with a law firm for approximately 171,000 square feet of space (See Note 13).

On March 31, 2011, a joint venture in which the Company has a 50% interest refinanced its construction loan collateralized by Annapolis Junction located in Annapolis, Maryland. The construction loan totaling approximately $42.7 million bore interest at a variable rate equal to LIBOR plus 1.00% per annum and was scheduled to mature on September 12, 2011. The new mortgage loan totaling approximately $42.3 million bears interest at a variable rate equal to LIBOR plus 1.75% per annum and matures on March 31, 2018 with one, three-year extension option, subject to certain conditions.

On June 3, 2011, a joint venture in which the Company has a 50% interest amended its joint venture agreement to add a new development project to its Annapolis Junction property located in Annapolis, Maryland. The outside joint venture partner contributed the improved parcel of land and the Company contributed cash for its 50% interest. The development project is an approximately 120,000 net rentable square foot Class A office project.

On June 28, 2011, the Company’s Value-Added Fund modified the mortgage loan collateralized by its Mountain View Research Park property located in Mountain View, California. The mortgage loan totaling approximately $112.3 million bore interest at a variable rate equal to LIBOR plus 1.75% per annum and had matured on May 31, 2011. The new mortgage loan totaling $92.0 million bears interest at a variable rate equal to LIBOR plus 2.50% per annum and matures on May 31, 2014. In connection with the loan modification, the joint venture repaid approximately $20.3 million of the previous mortgage loan utilizing unfunded capital commitments from the joint venture’s partners on a pro rata basis, existing cash reserves and the proceeds from a loan from the Company’s Operating Partnership. The loan from the Company’s Operating Partnership consists of an agreement to lend up to $12.0 million to the Company’s Value-Added Fund, of which approximately $6.4 million has been advanced. The loan from the Operating Partnership bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014.

On August 12, 2011, an unconsolidated joint venture in which the Company has a 60% interest entered into an agreement to sell Two Grand Central Tower located in New York City for approximately $401.0 million, including the assumption by the buyer of approximately $176.6 million of mortgage indebtedness (See Note 13). Two Grand Central Tower is an approximately 650,000 net rentable square foot Class A office tower. The unconsolidated joint venture’s carrying value of the net assets of the property aggregated approximately $425.7 million. As a result, pursuant to the provisions of ASC 360 “Property, Plant and Equipment” (“ASC 360”) (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”), the unconsolidated joint venture recognized a non-cash impairment loss of approximately $39.4 million, which is equal to the difference between the sale price less cost to sell and the carrying value of the net assets of the

 

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property. Because the Company had previously recognized an impairment loss on its investment in the unconsolidated joint venture under the provisions of ASC 323 “Investments-Equity Method and Joint Ventures” (“ASC 323”) (formerly known as Accounting Principles Board Opinion No. 18 “The Equity Method of Accounting for Investments in Common Stock” (“APB No. 18”)), no additional impairment loss has been recognized by the Company.

5. Mortgage Notes Payable

On January 12, 2011, the Company notified the master servicer of the non-recourse mortgage loan collateralized by its Montvale Center property located in Gaithersburg, Maryland that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that the Company was not prepared to fund any cash shortfalls. Accordingly, at the request of the Company, the loan has been placed with the special servicer. The Company is not current on making debt service payments and is currently in default. The Company is currently accruing interest at the default interest rate of 9.93% per annum.

On February 1, 2011, in connection with the Company’s acquisition of Bay Colony Corporate Center in Waltham, Massachusetts, the Company assumed the mortgage loan collateralized by the property totaling approximately $143.9 million. The assumed debt is a securitized senior mortgage loan that requires interest-only payments with a balloon payment due at maturity. The assumed mortgage loan, which bears contractual interest at a fixed rate of 6.53% per annum and matures on June 11, 2012, was recorded at its fair value of approximately $149.2 million using an effective interest rate of 3.75% per annum.

On May 11, 2011, the Company refinanced at maturity its mortgage loan collateralized by its 601 Lexington Avenue property located in New York City totaling approximately $453.3 million utilizing the proceeds of a draw under its Unsecured Line of Credit, which borrowing was secured by a mortgage on the property. The mortgage loan bore interest at a fixed rate of 7.19% per annum.

On August 19, 2011, the Company obtained mortgage financing totaling $725.0 million collateralized by 601 Lexington Avenue. The mortgage loan bears interest at a fixed rate of 4.75% per annum and matures on April 10, 2022. Proceeds from the mortgage financing were used to repay the borrowing under the Company’s Operating Partnership’s Unsecured Line of Credit totaling approximately $453.3 million. The additional cash proceeds were used to refinance the $267.5 million mortgage loan collateralized by the Company’s 510 Madison Avenue property located in New York City. In connection with the refinancing, the lien of the 510 Madison Avenue mortgage was spread to 601 Lexington Avenue and released from 510 Madison Avenue so that 510 Madison Avenue is no longer encumbered by any mortgage debt.

6. Unsecured Line of Credit

On June 24, 2011, the Company’s Operating Partnership amended and restated the revolving credit agreement governing the Company’s Unsecured Line of Credit, which (1) reduced the total commitment from $1.0 billion to $750.0 million, (2) extended the maturity date from August 3, 2011 to June 24, 2014, with a provision for a one-year extension at the Company’s option, subject to certain conditions and the payment of an extension fee equal to 0.20% of the total commitment then in effect, and (3) increased the per annum variable interest rates available, which resulted in an increase of the per annum variable interest rate on outstanding balances from Eurodollar plus 0.475% per annum to Eurodollar plus 1.225% per annum. Under the amended Unsecured Line of Credit, the Company may increase the total commitment to $1.0 billion, subject to syndication of the increase. In addition, a facility fee currently equal to an aggregate of 0.225% per annum of the total commitment is payable by the Company in equal quarterly installments. The interest rate and facility fee are subject to adjustment in the event of a change in the Operating Partnership’s unsecured debt ratings. The Unsecured Line of Credit is a recourse obligation of the Company’s Operating Partnership. The Unsecured Line of Credit contains a competitive bid option that allows banks that are part of the lender consortium to bid to make

 

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loan advances to the Company at a reduced interest rate. On May 11, 2011, the Company refinanced at maturity its mortgage loan collateralized by its 601 Lexington Avenue property located in New York City totaling approximately $453.3 million utilizing the proceeds of a draw under its Unsecured Line of Credit, which borrowing was secured by a mortgage on the property. On August 19, 2011, the Company used proceeds from the new mortgage financing on 601 Lexington Avenue to repay the borrowing under the Company’s Operating Partnership’s Unsecured Line of Credit (See Note 5). At September 30, 2011, there were no amounts outstanding on the Unsecured Line of Credit.

The terms of the Unsecured Line of Credit require that the Company maintain a number of customary financial and other covenants on an ongoing basis, including: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (5) a minimum net worth requirement of $3.5 billion, (6) an unsecured debt interest coverage ratio of at least 1.75 and (7) limitations on permitted investments, development, partially owned entities, business outside of commercial real estate and commercial non-office properties. At September 30, 2011, the Company was in compliance with each of these financial and other covenant requirements.

7. Commitments and Contingencies

General

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence.

The Company has letter of credit and performance obligations of approximately $16.1 million related to lender and development requirements.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. Under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners.

In connection with the assumption of the General Motors Building’s secured loan by the Company’s unconsolidated joint venture, 767 Venture, LLC, the Company guaranteed the unconsolidated joint venture’s obligation to fund various escrows, including tenant improvements, taxes and insurance in lieu of cash deposits. As of September 30, 2011, the maximum funding obligation under the guarantee was approximately $10.6 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee.

In connection with the refinancing in March 2010 of the 125 West 55th Street property’s secured loan by the Company’s unconsolidated joint venture, 125 West 55th Street Venture LLC, the Company has guaranteed the unconsolidated joint venture’s obligation to fund an escrow related to certain lease rollover costs in lieu of an initial cash deposit for the full amount. The maximum funding obligation under the guarantee was $21.3 million. At closing, the joint venture funded a $10.0 million cash deposit into the escrow account and the remaining $11.3 million will be further reduced with scheduled monthly deposits into the escrow account from operating cash flows. As of September 30, 2011, the remaining funding obligation under the guarantee was approximately $3.2 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee.

In connection with the mortgage financing collateralized by the Company’s One Freedom Square property located in Reston, Virginia, the Company has agreed to guarantee approximately $7.9 million related to its obligation to provide funds for certain tenant re-leasing costs. The mortgage financing matures on June 30, 2012.

 

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From time to time, the Company (or the applicable joint venture) has also agreed to guarantee portions of the principal, interest or other amounts in connection with other unconsolidated joint venture borrowings. In addition to the financial guarantees referenced above, the Company has agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) on certain of its unconsolidated joint venture loans.

Insurance

The Company carries insurance coverage on its properties of types and in amounts and with deductibles that it believes are in line with coverage customarily obtained by owners of similar properties. In response to the uncertainty in the insurance market following the terrorist attacks of September 11, 2001, the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) was enacted in November 2002 to require regulated insurers to make available coverage for “certified” acts of terrorism (as defined by the statute). The expiration date of TRIA was extended to December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”). Currently, the Company’s property insurance program per occurrence limits are $1.0 billion for its portfolio insurance program, including coverage for acts of terrorism certified under TRIA other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $250 million of Terrorism Coverage for 601 Lexington Avenue, New York, New York (“601 Lexington Avenue”) in excess of the $1.0 billion of coverage in the Company’s property insurance program which is provided by IXP, LLC (“IXP”) as a direct insurer. The Company currently insures certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), in separate stand alone insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage, with $1.375 billion of Terrorism Coverage in excess of $250 million being provided by NYXP, LLC (“NYXP”), as a direct insurer. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under TRIA (“NBCR Coverage”), which is provided by IXP as a direct insurer, for the properties in our portfolio, including 767 Fifth Avenue, but excluding the properties owned by the Company’s Value-Added Fund and certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the additional Terrorism Coverage provided by IXP for 601 Lexington Avenue, the NBCR Coverage provided by IXP and the Terrorism Coverage provided by NYXP are backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $100 million and the coinsurance is 15%. Under TRIPRA, if the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIPRA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance and maintain insurance in amounts and on terms that are commercially reasonable.

The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes in an amount and subject to self-insurance that the Company believes are commercially reasonable. In addition, this insurance is subject to a deductible in the amount of 5% of the value of the affected property. Specifically, the Company currently carries earthquake insurance which covers its San Francisco region with a $120 million per occurrence limit and a $120 million annual aggregate limit, $20 million of which is provided by IXP, as a direct insurer. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco

 

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properties, the additional Terrorism Coverage for 601 Lexington Avenue and the Company’s NBCR Coverage. The additional Terrorism Coverage provided by IXP for 601 Lexington Avenue only applies to losses which exceed the program trigger under TRIA. NYXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s Terrorism Coverage for 767 Fifth Avenue. Currently, NYXP only insures losses which exceed the program trigger under TRIA and NYXP reinsures with a third-party insurance company any coinsurance payable under TRIA. Insofar as the Company owns IXP and NYXP, it is responsible for their liquidity and capital resources, and the accounts of IXP and NYXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP and NYXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and their insurance policies are maintained after the payout by the Federal Government. If the Company experiences a loss and IXP or NYXP are required to pay under their insurance policies, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP and NYXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance.

The mortgages on the Company’s properties typically contain requirements concerning the financial ratings of the insurers who provide policies covering the property. The Company provides the lenders on a regular basis with the identity of the insurance companies in the Company’s insurance programs. The ratings of some of the Company’s insurers are below the rating requirements in some of the Company’s loan agreements and the lenders for these loans could attempt to claim an event of default has occurred under the loan. The Company believes it could obtain insurance with insurers which satisfy the rating requirements. Additionally, in the future, the Company’s ability to obtain debt financing secured by individual properties, or the terms of such financing, may be adversely affected if lenders generally insist on ratings for insurers or amounts of insurance which are difficult to obtain or which result in a commercially unreasonable premium. There can be no assurance that a deficiency in the financial ratings of one or more of the Company’s insurers will not have a material adverse effect on the Company.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism and California earthquake risk in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars or the presence of mold at the Company’s properties, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business and financial condition and results of operations.

8. Noncontrolling Interests

Noncontrolling interests relate to the interests in the Operating Partnership not owned by the Company and interests in property partnerships not wholly-owned by the Company. As of September 30, 2011, the noncontrolling interests consisted of 17,037,553 OP Units, 1,603,205 LTIP Units, 400,000 2011 OPP Units and 1,113,044 Series Two Preferred Units (or 1,460,688 OP Units on an as converted basis) held by parties other than the Company.

Noncontrolling Interest—Redeemable Preferred Units of the Operating Partnership

The Preferred Units at September 30, 2011 consisted solely of 1,113,044 Series Two Preferred Units, which bear a preferred distribution equal to the greater of (1) the distribution which would have been paid in respect of

 

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the Series Two Preferred Unit had such Series Two Preferred Unit been converted into an OP Unit (including both regular and special distributions) or (2) 6.00% per annum on a liquidation preference of $50.00 per unit, and are convertible into OP Units at a rate of $38.10 per Preferred Unit (1.312336 OP Units for each Preferred Unit). The holders of Series Two Preferred Units have the right to require the Operating Partnership to redeem their units for cash at the redemption price of $50.00 per unit on May 14, 2012, May 14, 2013 and May 12, 2014. The maximum number of units that may be required to be redeemed from all holders on each of these dates is 1,007,662, which is one-sixth of the number of Series Two Preferred Units that were originally issued. The holders also had the right to have their Series Two Preferred Units redeemed for cash on May 12, 2009, May 12, 2010 and May 12, 2011, although no holder exercised such right. On May 14, 2013 and May 12, 2014, the Company also has the right, subject to certain conditions, to redeem Series Two Preferred Units for cash or to convert into OP Units any Series Two Preferred Units that are not redeemed when they are eligible for redemption.

On February 15, 2011, the Operating Partnership paid a distribution on its outstanding Series Two Preferred Units of $0.75616 per unit. On May 16, 2011, the Operating Partnership paid a distribution on its outstanding Series Two Preferred Units of $0.73151 per unit. On August 15, 2011, the Operating Partnership paid a distribution on its outstanding Series Two Preferred Units of $0.75616 per unit.

The following table reflects the activity of the noncontrolling interests—redeemable preferred units of the Operating Partnership for the nine months ended September 30, 2011 and 2010 (in thousands):

 

Balance at January 1, 2011

   $  55,652   

Net income

     2,497   

Distributions

     (2,497
  

 

 

 

Balance at September 30, 2011

   $ 55,652   
  

 

 

 

Balance at January 1, 2010

   $ 55,652   

Net income

     2,548   

Distributions

     (2,548
  

 

 

 

Balance at September 30, 2010

   $ 55,652   
  

 

 

 

Noncontrolling Interest—Common Units of the Operating Partnership

During the nine months ended September 30, 2011, 2,442,407 OP Units were presented by the holders for redemption (including 58,213 OP Units issued upon conversion of LTIP Units) and were redeemed by the Company in exchange for an equal number of shares of Common Stock.

At September 30, 2011, the Company had outstanding 400,000 2011 OPP Units (See Note 10). Prior to the measurement date on January 31, 2014, 2011 OPP Units will be entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the measurement date, the number of 2011 OPP Units, both vested and unvested, that 2011 OPP award recipients have earned, if any, based on the establishment of an outperformance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit.

On February 5, 2011, the measurement period for the Company’s 2008 OPP Awards expired and the Company’s TRS performance was not sufficient for employees to earn and therefore become eligible to vest in any of the 2008 OPP Awards. Accordingly, all 2008 OPP Awards were automatically forfeited and the Operating Partnership repaid employees an amount equal to $0.25 (which is equal to what they paid upon acceptance of the award) multiplied by the number of 2008 OPP Awards previously received.

On January 28, 2011, the Operating Partnership paid a distribution on the OP Units and LTIP Units in the amount of $0.50 per unit, and a distribution on the 2008 OPP Units in the amount of $0.05 per unit, to holders of record as of the close of business on December 31, 2010. On April 29, 2011, the Operating Partnership paid a

 

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distribution on the OP Units and LTIP Units in the amount of $0.50 per unit, and a distribution on the 2011 OPP Units in the amount of $0.05 per unit, to holders of record as of the close of business on March 31, 2011. On July 29, 2011, the Operating Partnership paid a distribution on the OP Units and LTIP Units in the amount of $0.50 per unit, and a distribution on the 2011 OPP Units in the amount of $0.05 per unit, to holders of record as of the close of business on June 30, 2011. On September 16, 2011, Boston Properties, Inc., as general partner of the Operating Partnership, declared a distribution on the OP Units and LTIP Units in the amount of $0.50 per unit and a distribution on the 2011 OPP Units in the amount of $0.05 per unit, in each case payable on October 31, 2011 to holders of record as of the close of business on September 30, 2011.

The Series Two Preferred Units may be converted into OP Units at the election of the holder thereof at any time. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit for cash equal to the then value of a share of common stock of the Company. The Company may, in its sole discretion, elect to assume and satisfy the redemption obligation by paying either cash or issuing one share of Common Stock. The value of the OP Units (not owned by the Company and including LTIP Units assuming that all conditions have been met for the conversion thereof) and Series Two Preferred Units (on an as converted basis) had all of such units been redeemed at September 30, 2011 was approximately $1.66 billion and $130.1 million, respectively, based on the closing price of the Company’s common stock of $89.10 per share on September 30, 2011.

Noncontrolling Interest—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interest in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $(1.0) million at September 30, 2011 and approximately $(0.6) million at December 31, 2010, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

9. Stockholders’ Equity

As of September 30, 2011, the Company had 147,627,247 shares of Common Stock outstanding.

During the nine months ended September 30, 2011, the Company utilized its initial “at the market” (ATM) stock offering program to issue an aggregate of 4,228,993 shares of Common Stock for gross proceeds of approximately $400.0 million and net proceeds of approximately $394.7 million. No amount remains available for issuance under this ATM program. This ATM stock offering program provided the Company with the ability to sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents over a three-year period.

On June 2, 2011, the Company established a new ATM stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents over a three-year period. During the three months ended September 30, 2011, the Company issued an aggregate of 431,223 shares of stock under the ATM stock offering program for gross proceeds of approximately $44.9 million and net proceeds of approximately $44.4 million. As of September 30, 2011, approximately $555.1 million remained available for issuance under this ATM program.

During the nine months ended September 30, 2011, the Company issued 312,711 shares of Common Stock upon the exercise of options to purchase Common Stock by certain employees.

During the nine months ended September 30, 2011, the Company issued 2,442,407 shares of Common Stock in connection with the redemption of an equal number of OP Units.

On January 28, 2011, the Company paid a dividend in the amount of $0.50 per share of Common Stock to shareholders of record as of the close of business on December 31, 2010. On April 29, 2011, the Company paid a

 

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dividend in the amount of $0.50 per share of Common Stock to shareholders of record as of the close of business on March 31, 2011. On July 29, 2011, the Company paid a dividend in the amount of $0.50 per share of Common Stock to shareholders of record as of the close of business on June 30, 2011. On September 16, 2011, the Company’s Board of Directors declared a dividend in the amount of $0.50 per share of Common Stock payable on October 31, 2011 to shareholders of record as of the close of business on September 30, 2011.

10. Earnings Per Share

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc. and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc. by the weighted-average number of common shares outstanding during the period. The terms of the Series Two Preferred Units enable the holders to obtain OP Units of the Operating Partnership, as well as Common Stock of the Company. As a result, the Series Two Preferred Units are considered participating securities and are included in the computation of basic and diluted earnings per share of the Company if the effect of applying the if-converted method is dilutive. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. As a result, unvested restricted common stock of the Company, LTIP Units, 2008 OPP Units and 2011 OPP Units are considered participating securities and are included in the computation of basic and diluted earnings per share of the Company if the effect of applying the if-converted method is dilutive. Because the 2008 OPP Units and 2011 OPP Units require the Company to outperform absolute and relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, the Company excludes such units from the diluted EPS calculation. For the three and nine months ended September 30, 2011, assuming the measurement period for the 2011 OPP Units ended on September 30, 2011, the Company’s total return to stockholders compared to the absolute and relative return thresholds for the 2011 OPP Units would have resulted in participants earning and being eligible to vest in an aggregate of approximately 325,000 2011 OPP Units. As a result, these 2011 OPP Units have been included in the diluted EPS calculation. For the three and nine months ended September 30, 2010, the absolute and relative return thresholds for the 2008 OPP Units were not met and as a result the 2008 OPP Units have been excluded from the diluted EPS calculation. Other potentially dilutive common shares, including stock options, restricted stock and other securities of the Operating Partnership that are exchangeable for the Company’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.

 

     For the three months ended September 30, 2011  
     Income
(Numerator)
     Shares
(Denominator)
     Per Share
Amount
 
     (in thousands, except for per share amounts)  

Basic Earnings:

        

Net income attributable to Boston Properties, Inc.

   $ 70,542         147,006       $ 0.48   

Effect of Dilutive Securities:

        

Stock Based Compensation and Exchangeable Senior Notes

     —           616         (0.00
  

 

 

    

 

 

    

 

 

 

Diluted Earnings:

        

Net income

   $ 70,542         147,622       $ 0.48   
  

 

 

    

 

 

    

 

 

 
     For the three months ended September 30, 2010  
     Income
(Numerator)
     Shares
(Denominator)
     Per Share
Amount
 
     (in thousands, except for per share amounts)  

Basic Earnings:

        

Net income attributable to Boston Properties, Inc.

   $ 57,668         139,595       $ 0.41   

Effect of Dilutive Securities:

        

Stock Based Compensation and Exchangeable Senior Notes

     —           598         (0.00
  

 

 

    

 

 

    

 

 

 

Diluted Earnings:

        

Net income

   $ 57,668         140,193       $ 0.41   
  

 

 

    

 

 

    

 

 

 

 

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     For the nine months ended September 30, 2011  
     Income
(Numerator)
     Shares
(Denominator)
     Per Share
Amount
 
     (in thousands, except for per share amounts)  

Basic Earnings:

        

Net income attributable to Boston Properties, Inc.

   $ 171,359         145,006       $ 1.18   

Effect of Dilutive Securities:

        

Stock Based Compensation

     —           619         (0.00
  

 

 

    

 

 

    

 

 

 

Diluted Earnings:

        

Net income

   $ 171,359         145,625       $ 1.18   
  

 

 

    

 

 

    

 

 

 
     For the nine months ended September 30, 2010  
     Income
(Numerator)
     Shares
(Denominator)
     Per Share
Amount
 
     (in thousands, except for per share amounts)  

Basic Earnings:

        

Net income attributable to Boston Properties, Inc.

   $ 171,786         139,215       $ 1.23   

Effect of Dilutive Securities:

        

Stock Based Compensation

     —           659         (0.00
  

 

 

    

 

 

    

 

 

 

Diluted Earnings:

        

Net income

   $ 171,786         139,874       $ 1.23   
  

 

 

    

 

 

    

 

 

 

11. Stock Option and Incentive Plan

On January 20, 2011, the Compensation Committee of the Board of Directors of the Company approved outperformance awards under the Company’s 1997 Stock Option and Incentive Plan (the “1997 Plan”) to certain officers of the Company. These awards (the “2011 OPP Awards”) are part of a broad-based, long-term incentive compensation program designed to provide the Company’s management team with the potential to earn equity awards subject to the Company “outperforming” and creating shareholder value in a pay-for-performance structure. 2011 OPP Awards utilize total return to shareholders (“TRS”) over a three-year measurement period as the performance metric and include two years of time-based vesting after the end of the performance measurement period (subject to acceleration in certain events) as a retention tool. Recipients of 2011 OPP Awards will share in an outperformance pool if the Company’s TRS, including both share appreciation and dividends, exceeds absolute and relative hurdles over a three-year measurement period from February 1, 2011 to January 31, 2014, based on the average closing price of a share of the Company’s common stock of $93.38 for the five trading days prior to and including February 1, 2011. The aggregate reward that recipients of all 2011 OPP Awards can earn, as measured by the outperformance pool, is subject to a maximum cap of $40.0 million.

The outperformance pool will consist of (i) two percent (2%) of the excess total return above a cumulative absolute TRS hurdle of 27% over the full three-year measurement period (equivalent to 9% per annum) (the “Absolute TRS Component”) and (ii) two percent (2%) of the excess or deficient excess total return above or below a relative TRS hurdle equal to the total return of the SNL Equity REIT Index over the three-year measurement period (the “Relative TRS Component”). In the event that the Relative TRS Component is potentially positive because the Company’s TRS is greater than the total return of the SNL Equity REIT Index, but the Company achieves a cumulative absolute TRS below 27% over the three-year measurement period (equivalent to 9% per annum), the actual contribution to the outperformance pool from the Relative TRS Component will be subject to a sliding scale factor as follows: (i) 100% of the potential Relative TRS Component will be earned if the Company’s TRS is equal to or greater than a cumulative 27% over three years, (ii) 0% will be earned if the Company’s TRS is 0% or less, and (iii) a percentage from 0% to 100% calculated by linear interpolation will be earned if the Company’s cumulative TRS over three years is between 0% and 27%. For example, if the Company achieves a cumulative absolute TRS of 18% over the full three-year measurement period (equivalent to a 6% absolute annual TRS), the potential Relative TRS Component would be prorated by

 

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66.67%. The potential Relative TRS Component before application of the sliding scale factor will be capped at $40.0 million. In the event that the Relative TRS Component is negative because the Company’s TRS is less than the total return of the SNL Equity REIT Index, any outperformance reward potentially earned under the Absolute TRS Component will be reduced dollar for dollar, provided that the potential Absolute TRS Component before reduction for any negative Relative TRS Component will be capped at $40.0 million. The algebraic sum of the Absolute TRS Component and the Relative TRS Component determined as described above will never exceed $40.0 million.

Each employee’s 2011 OPP Award was designated as a specified percentage of the aggregate outperformance pool. Assuming the applicable absolute and/or relative TRS thresholds are achieved at the end of the measurement period, the algebraic sum of the Absolute TRS Component and the Relative TRS Component will be calculated and then allocated among the 2011 OPP Award recipients in accordance with each individual’s percentage. If there is a change of control prior to January 31, 2014, the measurement period will end on the change of control date and both the Absolute TRS Component (using a prorated absolute TRS hurdle) and the Relative TRS Component will be calculated and, assuming the applicable absolute and/or relative TRS thresholds are achieved over the shorter measurement period, allocated among the 2011 OPP Award recipients as of that date.

Rewards earned with respect to 2011 OPP Awards (if any) will vest 25% on February 1, 2014, 25% on February 1, 2015 and 50% on February 1, 2016, based on continued employment. Vesting will be accelerated in the event of a change in control of the Company, termination of employment without cause, termination of employment by the award recipient for good reason, death, disability or retirement, although restrictions on transfer will continue to apply in certain of these situations. All determinations, interpretations and assumptions relating to the calculation of performance and vesting relating to 2011 OPP Awards will be made by the Compensation Committee. 2011 OPP Awards will be in the form of LTIP Units. LTIP Units will be issued prior to the determination of the outperformance pool, but will remain subject to forfeiture depending on the extent of rewards earned with respect to 2011 OPP Awards. The number of LTIP Units issued initially to recipients of the 2011 OPP Awards is an estimate of the maximum number of LTIP Units that they could earn, based on certain assumptions. The number of LTIP Units actually earned by each award recipient will be determined at the end of the performance measurement period by dividing his or her share of the outperformance pool by the average closing price of a REIT Share for the 15 trading days immediately preceding the measurement date. Total return for the Company and for the SNL Equity REIT Index over the three-year measurement period and other circumstances will determine how many LTIP Units are earned by each recipient; if they are fewer than the number issued initially, the balance will be forfeited as of the performance measurement date. Prior to the measurement date, LTIP units issued on account of 2011 OPP Awards will be entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the measurement date, the number of LTIP Units, both vested and unvested, which 2011 OPP Award recipients have earned based on the establishment of an outperformance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit. LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes. As a general matter, the profits interests characteristics of the LTIP Units mean that initially they will not be economically equivalent in value to an OP Unit. If and when events specified by applicable tax regulations occur, LTIP Units can over time increase in value up to the point where they are equivalent to OP Units on a one-for-one basis. After LTIP Units are fully vested, and to the extent the special tax rules applicable to profits interests have allowed them to become equivalent in value to OP Units, LTIP Units may be converted on a one-for-one basis into OP Units. OP Units in turn have a one-for-one relationship in value with Boston Properties, Inc. common stock, and are exchangeable on such one-for-one basis for cash or, at the election of the Company, Boston Properties, Inc. common stock.

The 2011 OPP Units were valued at an aggregate of approximately $7.8 million utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The Monte Carlo simulation used a statistical formula underlying the Black-Scholes and binomial formulas and such simulation

 

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was run approximately 100,000 times. For each simulation, the payoff is calculated at the settlement date, which is then discounted to the award date at a risk-free interest rate. The average of the values over all simulations is the expected value of the unit on the award date. Assumptions used in the valuations included (1) factors associated with the underlying performance of the Company’s stock price and total shareholder return over the term of the performance awards including total stock return volatility and risk-free interest and (2) factors associated with the relative performance of the Company’s stock price and total shareholder return when compared to the SNL Equity REIT Index. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium. The fair value of the 2011 OPP Units is based on the sum of: (1) the present value of the expected payoff to the OPP Award on the measurement date, if the TRS over the applicable measurement period exceeds performance hurdles of the Absolute and the Relative Components; and (2) the present value of the distributions payable on the 2011 OPP Units. The ultimate reward realized on account of the OPP Award by the holders of the 2011 OPP Units is contingent on the TRS achieved on the measurement date, both in absolute terms and relative to the TRS of the SNL Equity REIT Index. The per unit fair value of each 2011 OPP Unit was estimated on the date of grant using the following assumptions in the Monte Carlo valuation: expected price volatility for the Company and the SNL Equity REIT index of 41% and 37%, respectively; a risk free rate of 0.98%; and total dividend payments over the measurement period of $6.10 per share.

During the nine months ended September 30, 2011, the Company issued 19,030 shares of restricted common stock, 146,844 non-qualified stock options, 190,067 LTIP Units and 400,000 2011 OPP Units to employees and non-employee directors under the 1997 Plan. Employees and directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and 2011 OPP Unit. An LTIP Unit is generally the economic equivalent of a share of restricted stock in the Company. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets. Grants of restricted stock and LTIP Units vest in four equal annual installments. Restricted stock and LTIP Units are measured at fair value on the date of grant based on the number of shares or units granted, as adjusted for forfeitures, and the closing price of the Company’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. The shares of restricted stock granted during the nine months ended September 30, 2011 were valued at approximately $1.8 million ($93.40 per share weighted-average). The non-qualified stock options granted during the nine months ended September 30, 2011 had a fair value on the date of grant of $24.67 per option, which was computed using the Black-Scholes option-pricing model utilizing the following assumptions: an expected life of 6.0 years, a risk-free interest rate of 2.37%, an expected price volatility of 35.0% and an expected dividend yield of 3.0%. The exercise price of the options is $92.71, which was the closing price of the Company’s common stock on the date of grant. The LTIP Units granted during the nine months ended September 30, 2011 were valued at approximately $16.5 million ($86.74 per unit fair value weighted-average) using a Monte Carlo simulation method model. The per unit fair value of each LTIP Unit granted was estimated on the date of grant using the following assumptions: an expected life of 5.8 years, a risk-free interest rate of 2.22% and an expected price volatility of 30.0%. As the 2011 OPP Awards are subject to both a service condition and a market condition, the Company recognizes the compensation expense related to the 2011 OPP Awards under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Earnings in Excess of Dividends in the Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, non-qualified stock options, LTIP Units, 2008 OPP Units and 2011 OPP Units was approximately $5.6 million and $6.1 million for the three months ended September 30, 2011 and 2010, respectively, and approximately $22.7 million and $26.0 million for the nine months ended September 30, 2011 and 2010, respectively. Upon the conclusion of the three-year measurement period in February 2011, the 2008 OPP Awards were not earned, the program was terminated and the Company accelerated the then remaining unrecognized compensation expense totaling approximately $4.3 million during the nine months ended September 30, 2011. For the nine months ended September 30, 2010, stock-based compensation expense includes an aggregate of approximately $5.8 million of remaining previously

 

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unvested stock-based compensation granted between 2006 and 2009 to Edward H. Linde, the Company’s late Chief Executive Officer, which expense was accelerated as a result of his passing on January 10, 2010. At September 30, 2011, there was $29.5 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and $6.1 million of unrecognized compensation expense related to unvested 2011 OPP Units that is expected to be recognized over a weighted-average period of approximately 2.6 years.

12. Segment Information

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by both geographic area and property type. The Company’s segments by geographic area are Greater Boston, Greater Washington, DC, Midtown Manhattan, Greater San Francisco and New Jersey. Segments by property type include: Class A Office, Office/Technical, Residential and Hotels.

Asset information by segment is not reported because the Company does not use this measure to assess performance. Therefore, depreciation and amortization expense is not allocated among segments. Interest and other income, development and management services, general and administrative expenses, acquisition costs, interest expense, depreciation and amortization expense, suspension of development, gains (losses) from investments in securities, losses from early extinguishments of debt, income from unconsolidated joint ventures, gain on sale of real estate and noncontrolling interests are not included in Net Operating Income as internal reporting addresses these items on a corporate level.

Net Operating Income is not a measure of operating results or cash flows from operating activities as measured by accounting principles generally accepted in the United States of America, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate Net Operating Income in the same manner. The Company considers Net Operating Income to be an appropriate supplemental measure to net income because it helps both investors and management to understand the core operations of the Company’s properties.

Information by geographic area and property type:

Three months ended September 30, 2011 (dollars in thousands):

 

     Greater
Boston
    Greater
Washington, DC
    Midtown
Manhattan
    Greater
San Francisco
    New
Jersey
    Total  

Rental Revenue:

            

Class A

   $ 141,680      $ 95,192      $ 115,284      $ 53,978      $ 15,495      $ 421,629   

Office/Technical

     7,871        4,235        —          —          —          12,106   

Residential

     284        2,169        —          —          —          2,453   

Hotel

     8,045        —          —          —          —          8,045   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     157,880        101,596        115,284        53,978        15,495        444,233   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     35.54     22.87     25.95     12.15     3.49     100.00

Real Estate Operating Expenses:

            

Class A

     55,614        26,036        39,331        20,788        7,189        148,958   

Office/Technical

     2,501        1,108        —          —          —          3,609   

Residential

     270        2,148        —          —          —          2,418   

Hotel

     6,032        —          —          —          —          6,032   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     64,417        29,292        39,331        20,788        7,189        161,017   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     40.01     18.19     24.43     12.91     4.46     100.00
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Operating Income

   $ 93,463      $ 72,304      $ 75,953      $ 33,190      $ 8,306      $ 283,216   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     33.00     25.53     26.82     11.72     2.93     100.00

 

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Three months ended September 30, 2010 (dollars in thousands):

 

     Greater
Boston
    Greater
Washington, DC
    Midtown
Manhattan
    Greater
San Francisco
    New
Jersey
    Total  

Rental Revenue:

            

Class A

   $ 94,016      $ 84,708      $ 111,383      $ 54,268      $ 16,041      $ 360,416   

Office/Technical

     7,627        3,912        —          —          —          11,539   

Residential

     —          —          —          —          —          —     

Hotel

     8,016        —          —          —          —          8,016   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     109,659        88,620        111,383        54,268        16,041        379,971   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     28.86     23.32     29.32     14.28     4.22     100.00

Real Estate Operating Expenses:

            

Class A

     36,082        24,243        35,908        20,317        8,081        124,631   

Office/Technical

     2,417        993        —          —          —          3,410   

Residential

     —          —          —          —          —          —     

Hotel

     6,194        —          —          —          —          6,194   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     44,693        25,236        35,908        20,317        8,081        134,235   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     33.29     18.80     26.75     15.14     6.02     100.00
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Operating Income

   $ 64,966      $ 63,384      $ 75,475      $ 33,951      $ 7,960      $ 245,736   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     26.44     25.79     30.71     13.82     3.24     100.00

Nine months ended September 30, 2011 (dollars in thousands):

 

     Greater
Boston
    Greater
Washington, DC
    Midtown
Manhattan
    Greater
San Francisco
    New
Jersey
    Total  

Rental Revenue:

            

Class A

   $ 405,234      $ 265,286      $ 341,698      $ 161,039      $ 47,585      $ 1,220,842   

Office/Technical

     23,088        12,177        —          —          —          35,265   

Residential

     284       2,745        —          —          —          3,029   

Hotel

     22,897        —          —          —          —          22,897   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     451,503        280,208        341,698        161,039        47,585        1,282,033   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     35.22     21.86     26.65     12.56     3.71     100.00

Real Estate Operating Expenses:

            

Class A

     154,580        74,221        114,423        60,241        22,591        426,056   

Office/Technical

     7,392        3,242        —          —          —          10,634   

Residential

     270       2,871        —          —          —          3,141   

Hotel

     18,052        —          —          —          —          18,052   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     180,294        80,334        114,423        60,241        22,591        457,883   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     39.38     17.54     24.99     13.16     4.93     100.00
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Operating Income

   $ 271,209      $ 199,874      $ 227,275      $ 100,798      $ 24,994      $ 824,150   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     32.91     24.25     27.58     12.23     3.03     100.00

 

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Nine months ended September 30, 2010 (dollars in thousands):

 

     Greater
Boston
    Greater

Washington,  DC
    Midtown

Manhattan
    Greater
San Francisco
    New
Jersey
    Total  

Rental Revenue:

            

Class A

   $ 273,702      $ 251,126      $ 332,301      $ 160,899      $ 49,046      $ 1,067,074   

Office/Technical

     22,808        11,883        —          —          —          34,691   

Residential

     —          —          —          —          —          —     

Hotel

     22,290        —          —          —          —          22,290   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     318,800        263,009        332,301        160,899        49,046        1,124,055   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     28.36     23.40     29.56     14.32     4.36     100.00

Real Estate Operating Expenses:

            

Class A

     103,481        69,968        110,177        59,047        23,710        366,383   

Office/Technical

     6,790        3,137        —          —          —          9,927   

Residential

     —          —          —          —          —          —     

Hotel

     17,551        —          —          —          —          17,551   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     127,822        73,105        110,177        59,047        23,710        393,861   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     32.46     18.56     27.97     14.99     6.02     100.00
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Operating Income

   $ 190,978      $ 189,904      $ 222,124      $ 101,852      $ 25,336      $ 730,194   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of Total

     26.15     26.01     30.42     13.95     3.47     100.00

The following is a reconciliation of Net Operating Income to net income attributable to Boston Properties, Inc.:

 

     Three months ended
September 30,
    Nine months ended
September 30,
 
     2011      2010     2011      2010  

Net Operating Income

   $ 283,216       $ 245,736      $ 824,150       $ 730,194   

Add:

          

Development and management services income

     8,180         6,439        24,706         34,267   

Income from unconsolidated joint ventures

     11,326         11,565        28,184         26,940   

Interest and other income

     1,252         1,814        4,179         5,641   

Gains on sales of real estate

     —           —          —           2,734   

Less:

          

General and administrative expense

     17,340         18,067        62,052         62,537   

Acquisition costs

     51         1,893        136         1,893   

Suspension of development

     —           —          —           (7,200

Depreciation and amortization expense

     109,495         81,133        330,003         245,608   

Losses (gains) from investments in securities

     860         (731     481         (253

Interest expense

     95,777         97,103        290,164         285,887   

Losses from early extinguishments of debt

     —           —          —           8,221   

Noncontrolling interest in property partnerships

     86         889        1,118         2,557   

Noncontrolling interest—redeemable preferred units of the Operating Partnership

     832         820        2,497         2,548   

Noncontrolling interest—common units of the Operating Partnership

     8,991         8,712        23,409         25,841   

Noncontrolling interest in gains on sales of real estate—common units of the Operating Partnership

     —           —          —           351   
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income attributable to Boston Properties, Inc.

   $ 70,542       $ 57,668      $ 171,359       $ 171,786   
  

 

 

    

 

 

   

 

 

    

 

 

 

 

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13. Subsequent Events

On October 14, 2011, an unconsolidated joint venture in which the Company has a 30% interest obtained construction financing totaling $107.0 million collateralized by its 500 North Capitol Street, NW redevelopment project located in Washington, DC. The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on October 14, 2014 with two, one-year extension options, subject to certain conditions. At closing, approximately $33.3 million was drawn to fund the repayment of the existing mortgage loan totaling $22.0 million and approximately $11.3 million of previously incurred development costs.

On October 25, 2011, an unconsolidated joint venture in which the Company has a 60% interest completed the sale of Two Grand Central Tower located in New York City for approximately $401.0 million, including the assumption by the buyer of approximately $176.6 million of mortgage indebtedness. Net cash proceeds totaled approximately $209.8 million, of which the Company’s share was approximately $125.9 million, after the payment of transaction costs of approximately $14.6 million. Two Grand Central Tower is an approximately 650,000 net rentable square foot Class A office tower.

On November 3, 2011, the Company’s Operating Partnership agreed to sell $850.0 million of 3.700% senior unsecured notes due 2018 in an underwritten public offering. The notes were priced at 99.767% of the principal amount to yield an effective rate (including financing fees) of 3.853% to maturity. The notes will mature on November 15, 2018, unless earlier redeemed. The offering is expected to close on November 10, 2011. The estimated net proceeds from the offering are expected to be approximately $841.2 million after deducting underwriting discounts and estimated transaction expenses.

On November 4, 2011, the Company’s Operating Partnership agreed to repurchase approximately $50.0 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $50.2 million. The repurchase is expected to settle on November 9, 2011.

 

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ITEM 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used herein, the terms “we,” “us,” “our” and the “Company” refer to Boston Properties, Inc., a Delaware corporation organized in 1997, individually or together with its subsidiaries, including Boston Properties Limited Partnership, a Delaware limited partnership, and our predecessors.

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “result,” “should,” “will” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected by the forward-looking statements. We caution you that while forward-looking statements reflect our good-faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

 

   

the continuing impact of high unemployment and other macroeconomic trends, which is having and may continue to have a negative effect on the following, among other things:

 

   

the fundamentals of our business, including overall market occupancy, tenant space utilization, and rental rates;

 

   

the financial condition of our tenants, many of which are financial, legal and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties; and

 

   

the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;

 

   

general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);

 

   

failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;

 

   

the ability of our joint venture partners to satisfy their obligations;

 

   

risks and uncertainties affecting property development and construction (including, without limitation, construction delays, cost overruns, inability to obtain necessary permits and public opposition to such activities);

 

   

risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments, including the impact of higher interest rates on the cost and/or availability of financing;

 

   

risks associated with forward interest rate contracts and the effectiveness of such arrangements;

 

   

risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;

 

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Table of Contents
   

risks associated with actual or threatened terrorist attacks;

 

   

costs of compliance with the Americans with Disabilities Act and other similar laws;

 

   

potential liability for uninsured losses and environmental contamination;

 

   

risks associated with our potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended;

 

   

possible adverse changes in tax and environmental laws;

 

   

the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results;

 

   

risks associated with possible state and local tax audits;

 

   

risks associated with our dependence on key personnel whose continued service is not guaranteed; and

 

   

the other risk factors identified in our most recently filed Annual Report on Form 10-K, including those described under the caption “Risk Factors.”

The risks set forth above are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can it assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also refer to our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for future periods and Current Reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise, for a discussion of risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements. We expressly disclaim any responsibility to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events, or otherwise, and you should not rely upon these forward-looking statements after the date of this report.

Overview

We are a fully integrated self-administered and self-managed REIT and one of the largest owners and developers of Class A office properties in the United States. Our properties are concentrated in five markets—Boston, midtown Manhattan, Washington, DC, San Francisco and Princeton, NJ. We generate revenue and cash primarily by leasing our Class A office space to our tenants. Factors we consider when we lease space include the creditworthiness of the tenant, the length of the lease, the rental rate to be paid, the costs of tenant improvements and other landlord concessions, current and anticipated operating costs and real estate taxes, our current and anticipated vacancy, current and anticipated future demand for office space and general economic factors. From time to time, we also generate cash through the sale of assets.

Our core strategy has always been to operate in supply-constrained markets with high barriers to entry and to focus on executing long-term leases with financially strong tenants. Historically, this combination has tended to reduce our exposure in down cycles and enhance revenues as market conditions improve. To be successful in the current leasing environment, we believe all aspects of the tenant-landlord relationship must be considered. In this regard, we believe that our understanding of tenants’ short- and long-term space needs in the local markets, our relationships with local brokers, our reputation as a premier owner and operator of Class A office properties, our financial strength and our ability to maintain high building standards provide us with a competitive advantage in an increasingly fragmented office market. We expect tenants in our markets to continue to take advantage of the ability to upgrade to high-quality space like ours, particularly those who value our operational expertise and financial stability when making their leasing decisions.

 

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With respect to leasing trends, we believe that rental rates and occupancy levels in all of our markets have stabilized. Leasing trends continue to improve in Cambridge, Massachusetts, Reston, Virginia, and the Central Business District and suburban submarkets of San Francisco, which suggests that there are pockets of the economy that are growing despite the uncertainty and challenging macroeconomic issues facing the country. These submarkets are experiencing stronger leasing velocity, additional space growth, increasing rental rates and/or lower transaction concessions. The midtown Manhattan market has seen a reduction in transaction velocity from its strong activity during 2010 and the first quarter of 2011. In Washington, DC, the leasing activity in the public sector market has been adversely impacted by the federal budgetary uncertainty and the reductions in discretionary spending programs, while the private sector market has been stable with modest activity.

Overall, during the third quarter of 2011, leases for approximately 1.0 million square feet of space commenced revenue recognition, including leases for approximately 111,000 square feet of first generation space, stemming mostly from completion of development projects, and leases for approximately 846,000 square feet of second generation space. These second generation leases had an average lease term of approximately 79 months and included an average of approximately 178 days of free rent and total transaction costs, including tenant improvements and leasing commissions, of approximately $21 per square foot. The average days of free rent was negatively impacted by an approximately 221,000 square foot lease signed at our Quorum Office Park property in Chelmsford, Massachusetts; excluding this one lease, the leases signed during the quarter had an average of 48 days of free rent. Transaction costs were relatively low compared to recent historical standards due to a high percentage of leases signed at suburban properties where tenant concessions and brokerage commissions tend to be lower than Central Business District costs. The starting gross rents for the approximately 665,000 square feet of second generation leases that had been occupied within the prior 12 months decreased on average by approximately 10.2% compared to the ending gross rents from the previous leases for this space. Lease terms are highly dependent on location (i.e., whether the property is in a Central Business District or suburban location), whether the lease is a renewal or with a new tenant, and the length of the lease term.

As of September 30, 2011, leases representing approximately 8.9% of the space at our properties expire through the end of December 31, 2012. While rental rates in our markets have stabilized and have begun to increase in select submarkets, as leases expire in 2011, assuming no further change in current market rental rates, we expect the rental rates we are likely to achieve on new leases will generally be less than the rates currently being paid, thereby generally resulting in less revenue from the same space. We estimate that the average rent currently paid by our office tenants for leases that expire during the remainder of 2011 is approximately 15% greater than current market rates for comparable space. Much of this expected roll-down is due to expiring leases at Embarcadero Center in San Francisco, California. For the leases that expire in 2012, in general, we expect that the rent payable under the new leases will be approximately the same to slightly greater than the current rent.

We believe the successful lease-up and completion of our development pipeline will enhance our long-term return on equity and earnings growth as these developments are placed in-service through 2014. Since the beginning of 2011, we have partially or fully placed in-service Atlantic Wharf, The Lofts at Atlantic Wharf, 2200 Pennsylvania Avenue, the Residences on The Avenue and 510 Madison Avenue. In addition, during the first nine months of 2011, we commenced or resumed the development and redevelopment of approximately $1.3 billion of projects, including approximately $1.05 billion on our planned 989,000 square foot office tower at 250 West 55th Street in Midtown Manhattan that is currently 19% pre-leased. We are also finalizing design for the development of a 359 – unit residential project adjacent to our mixed-use office and retail complex in Reston Town Center.

We also continue to actively explore acquisition opportunities. Since September 2010, we acquired approximately $1.5 billion of Class A office properties in four transactions. We believe acquisition opportunities will continue to present themselves; however, the combination of relatively low interest rates and the abundance of capital seeking high-quality assets may have a dampening effect on return expectations. While we are primarily focused on opportunities in our existing markets, we are open to investments in new markets both in the United States and possibly outside the United States. We are primarily interested in investing in markets that share common traits with our existing core markets, namely 24-hour world class cities with highly educated work

 

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forces, high barriers to entry and a diverse and strong international tenant base, and in which we would expect to establish an operating platform over time. While our management team is actively seeking opportunities, our management team intends to carefully evaluate the risks inherent in investing in any new markets and maintain our disciplined investment strategy, which focuses on high-quality assets in supply-constrained markets that have historically provided long-term value creation.

These same market conditions that make it challenging to acquire assets at attractive yields also provide us with the opportunity to sell assets. On October 25, 2011, we sold our Two Grand Central Tower joint venture asset (our share is 60%), located in New York City, for $401.0 million and may consider the sale of other assets in our portfolio.

Given the relatively low interest rate environment and the opportunity to further enhance our capital position and elongate our debt maturity schedule, we have also been active in the capital markets. During the third quarter of 2011, we refinanced 601 Lexington Avenue, which was previously financed with a secured loan that matured on May 11, 2011 and was temporarily refinanced using our Operating Partnership’s Unsecured Line of Credit. The new long-term secured mortgage of approximately $725 million has a per annum interest rate of 4.75% and matures in April 2022. We believe that our strong liquidity, including available cash as of November 1, 2011 of approximately $1.2 billion, the approximately $841.2 million of estimated net proceeds from our Operating Partnership’s offering of $850.0 million of 3.700% senior notes due 2018 that is scheduled to close on November 10, 2011 and availability under our Operating Partnership’s $750 million Unsecured Line of Credit, provides sufficient capacity to fund the completion of our development pipeline, repay, repurchase or refinance near-term debt maturities and obligations and capital for future investments. In addition, during the quarter, we issued approximately $44.9 million of common stock under our “at the market” (ATM) equity offering program that provides an additional source of liquidity. We believe the quality of our assets and our strong balance sheet are attractive to lenders’ and equity investors’ current investment selectivity and should enable us to continue to access multiple sources of capital.

Transactions during the three months ended September 30, 2011 included the following:

 

   

On July 1, 2011, we completed and placed in-service 100% of The Lofts at Atlantic Wharf, the residential component of our Atlantic Wharf development project located in Boston, Massachusetts. The residential component is comprised of 86 apartment units and approximately 10,000 square feet of retail space. The residential units are currently 81% leased.

 

   

On July 1, 2011, we entered into lease amendments with the existing tenant at our three-building complex in Reston, Virginia, which will be redeveloped as the headquarters for the Defense Intelligence Agency. Under the agreement, the tenant will terminate early its leases for approximately 523,000 square feet at the complex and be responsible for certain payments to us aggregating approximately $14.8 million, of which approximately $7.9 million was recognized in the third quarter of 2011 and approximately $5.1 million will be recognized in the fourth quarter of 2011, with the remaining $1.8 million to be recognized in 2012. On July 5, 2011, we commenced the redevelopment of the 12310 Sunrise Valley Drive property at the complex, which is expected to be completed during the first quarter of 2012. We will capitalize incremental costs during the redevelopment.

 

   

On July 13, 2011, we completed and fully placed in-service the Residences on The Avenue, the residential component of our 2221 I Street, NW development project located in Washington, DC. The residential component is comprised of 335 apartment units and approximately 50,000 square feet of retail space. The residential units are currently 71% leased and the retail space is currently 100% leased.

 

   

On July 14, 2011, we entered into a 15-year lease with Biogen Idec for 100% of a build-to-suit development project with approximately 190,000 net rentable square feet of Class A office space located on land owned by us at 17 Cambridge Center in Cambridge, Massachusetts. We commenced construction of the project and expect that the project will be complete and available for occupancy during the third quarter of 2013.

 

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On August 17, 2011, we completed and fully placed in-service our 2200 Pennsylvania Avenue development project located in Washington, DC. 2200 Pennsylvania Avenue is an approximately 457,000 net rentable square foot Class A office property. The property is currently 94% leased.

 

   

On August 19, 2011, we obtained mortgage financing totaling $725.0 million collateralized by our 601 Lexington Avenue property located in New York City. The mortgage loan bears interest at a fixed rate of 4.75% per annum and matures on April 10, 2022. Proceeds from the mortgage financing were used to repay the borrowing under our Operating Partnership’s Unsecured Line of Credit totaling approximately $453.3 million, which borrowing was secured by a mortgage on the property. The additional cash proceeds were used to refinance the $267.5 million mortgage loan collateralized by our 510 Madison Avenue property located in New York City. In connection with the refinancing, the lien of the 510 Madison Avenue mortgage was spread to 601 Lexington Avenue and released from 510 Madison Avenue so that 510 Madison Avenue is no longer encumbered by any mortgage debt.

 

   

During the three months ended September 30, 2011, we issued an aggregate of 431,223 shares of stock under our ATM stock offering program for gross proceeds of approximately $44.9 million and net proceeds of approximately $44.4 million. As of September 30, 2011, approximately $555.1 million remained available for issuance under this ATM program. We intend to use the net proceeds from the sales for general business purposes, which may include investment opportunities and debt reduction. Pending such uses, we may invest the net proceeds in short term, interest-bearing securities. This ATM stock offering program was established on June 2, 2011 and provides us with the ability to sell from time to time up to an aggregate of $600.0 million of our common stock through sales agents over a three-year period.

Transactions completed subsequent to September 30, 2011:

 

   

On October 14, 2011, an unconsolidated joint venture in which we have a 30% interest obtained construction financing totaling $107.0 million collateralized by our 500 North Capitol Street, NW redevelopment project located in Washington, DC. The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on October 14, 2014 with two, one-year extension options, subject to certain conditions. At closing, approximately $33.3 million was drawn to fund the repayment of the existing mortgage loan totaling $22.0 million and approximately $11.3 million of previously incurred development costs.

 

   

On October 25, 2011, an unconsolidated joint venture in which we have a 60% interest completed the sale of Two Grand Central Tower located in New York City for approximately $401.0 million, including the assumption by the buyer of approximately $176.6 million of mortgage indebtedness. Net cash proceeds totaled approximately $209.8 million, of which our share was approximately $125.9 million, after the payment of transaction costs of approximately $14.6 million. Two Grand Central Tower is an approximately 650,000 net rentable square foot Class A office tower.

 

   

On November 3, 2011, our Operating Partnership agreed to sell $850.0 million of 3.700% senior unsecured notes due 2018 in an underwritten public offering. The notes were priced at 99.767% of the principal amount to yield an effective rate (including financing fees) of 3.853% to maturity. The notes will mature on November 15, 2018, unless earlier redeemed. The offering is expected to close on November 10, 2011. The estimated net proceeds from the offering are expected to be approximately $841.2 million after deducting underwriting discounts and estimated transaction expenses. Our Operating Partnership intends to use all or a portion of the net proceeds from the offering to repay, redeem or repurchase outstanding indebtedness, including its 2.875% exchangeable senior notes due 2037 or other debt securities with near-term maturities or repurchase rights. Our Operating Partnership intends to use any proceeds not used for debt reduction for general business purposes, which may include investment opportunities. Pending such uses, our Operating Partnership may invest the net proceeds in short-term, interest-bearing securities.

 

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On November 4, 2011, our Operating Partnership agreed to repurchase approximately $50.0 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $50.2 million. The repurchase is expected to settle on November 9, 2011.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Real Estate

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets, including land, buildings, tenant improvements, “above-” and “below-market” leases, origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities, and allocate the purchase price to the acquired assets and assumed liabilities, including land at appraised value and buildings as if vacant. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that we deem appropriate, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on our acquisitions to date, our allocation to customer relationship intangible assets has been immaterial.

We record acquired “above-” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

Management reviews its long-lived assets used in operations for impairment following the end of each quarter and when there is an event or change in circumstances that indicates an impairment in value. An impairment loss is recognized if the carrying amount of its assets is not recoverable and exceeds its fair value. If such criteria are present, an impairment loss is recognized based on the excess of the carrying amount of the asset

 

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over its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Because cash flows on properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, our established strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material. If we determine that impairment has occurred, the affected assets must be reduced to their fair value.

Guidance in Accounting Standards Codification (“ASC”) 360 “Property Plant and Equipment” (“ASC 360”) requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale,” be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and we will not have significant continuing involvement following the sale. The components of the property’s net income that is reflected as discontinued operations include the net gain (or loss) upon the disposition of the property held for sale, operating results, depreciation and interest expense (if the property is subject to a secured loan). We generally consider assets to be “held for sale” when the transaction has been approved by our Board of Directors, or a committee thereof, and there are no known significant contingencies relating to the sale, such that a sale of the property within one year is considered probable. Following the classification of a property as “held for sale,” no further depreciation is recorded on the assets, and the asset is written down to the lower of carrying value or fair market value.

Real estate is stated at depreciated cost. A variety of costs are incurred in the acquisition, development and leasing of properties. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Beginning January 1, 2009, we are required to expense costs the acquirer incurs to effect a business combination such as legal, due diligence and other closing related costs. Costs directly related to the development of properties are capitalized. Capitalized development costs include interest, internal wages, property taxes, insurance, and other project costs incurred during the period of development. After the determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project commences and capitalization begins, and when a development project is substantially complete and held available for occupancy and capitalization must cease, involves a degree of judgment. Our capitalization policy on development properties is guided by guidance in ASC 835-20 “Capitalization of Interest” and ASC 970 “Real Estate—General.” The costs of land and buildings under development include specifically identifiable costs.

The capitalized costs include pre-construction costs necessary to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We begin the capitalization of costs during the pre-construction period which we define as activities that are necessary to the development of the property. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed, (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction or (3) if activities necessary for the development of the property have been suspended.

Investments in Unconsolidated Joint Ventures

Except for ownership interests in VIEs for which we are the primary beneficiary, we account for our investments in joint ventures under the equity method of accounting because we exercise significant influence over, but do not control, these entities. Our judgment with respect to our level of influence or control of an entity and whether we are the primary beneficiary of a VIE involves the consideration of various factors including the form of our ownership interest, our representation in the entity’s governance, the size of our investment (including loans), estimates of future cash flows, our ability to participate in policy making decisions and the

 

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rights of the other investors to participate in the decision making process and to replace us as manager and/or liquidate the venture, if applicable. Our assessment of our influence or control over an entity affects the presentation of these investments in our Consolidated Financial Statements.

These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated joint ventures over the life of the related asset. Under the equity method of accounting, our net equity is reflected within the Consolidated Balance Sheets, and our share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses, however, our recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. For ownership interests in VIEs, we consolidate those in which we are the primary beneficiary. Our investments in unconsolidated joint ventures are reviewed for impairment periodically and we record impairment charges when events or circumstances change indicating that a decline in the fair value below the carrying values have occurred and such decline is other-than-temporary. The ultimate realization of our investment in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the value of an investment in an unconsolidated joint venture is other than temporary.

To the extent that we contribute assets to a joint venture, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. To the extent that our cost basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in our share of equity in net income of the joint venture. We will recognize gains on the contribution of real estate to joint ventures, relating solely to the outside partner’s interest, to the extent the economic substance of the transaction is a sale.

The combined summarized financial information of the unconsolidated joint ventures is disclosed in Note 4 to the Consolidated Financial Statements.

Revenue Recognition

Contractual rental revenue is reported on a straight-line basis over the terms of our respective leases. We recognize rental revenue of acquired in-place “above-” and “below-market” leases at their fair values over the terms of the respective leases. Accrued rental income as reported on the Consolidated Balance Sheets represents rental income recognized in excess of rent payments actually received pursuant to the terms of the individual lease agreements.

For the three and nine months ended September 30, 2011, we recorded approximately $2.7 million and $8.0 million, respectively, of rental revenue representing the net adjustments of rents from “above-” and “below-market” leases. For the three and nine months ended September 30, 2011, the impact of the straight-line rent adjustment increased rental revenue by approximately $19.1 million and $59.8 million, respectively. Those amounts exclude the adjustment of rents from “above-” and “below-market” leases and straight-line income from unconsolidated joint ventures, which are disclosed in Note 4 to the Consolidated Financial Statements.

Our leasing strategy is generally to secure creditworthy tenants that meet our underwriting guidelines. Furthermore, following the initiation of a lease, we continue to actively monitor the tenant’s creditworthiness to ensure that all tenant related assets are recorded at their realizable value. When assessing tenant credit quality, we:

 

   

review relevant financial information, including:

 

   

financial ratios;

 

   

net worth;

 

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revenue;

 

   

cash flows;

 

   

leverage; and

 

   

liquidity;

 

   

evaluate the depth and experience of the tenant’s management team; and

 

   

assess the strength/growth of the tenant’s industry.

As a result of the underwriting process, tenants are then categorized into one of three categories:

 

  (1) low risk tenants;

 

  (2) the tenant’s credit is such that we require collateral, in which case we:

 

   

require a security deposit; and/or

 

   

reduce upfront tenant improvement investments; or

 

  (3) the tenant’s credit is below our acceptable parameters.

We consistently monitor the credit quality of our tenant base. We provide an allowance for doubtful accounts arising from estimated losses that could result from the tenant’s inability to make required current rent payments and an allowance against accrued rental income for future potential losses that we deem to be unrecoverable over the term of the lease.

Tenant receivables are assigned a credit rating of 1 through 4. A rating of 1 represents the highest possible rating and no allowance is recorded. A rating of 4 represents the lowest credit rating, in which case we record a full reserve against the receivable balance. Among the factors considered in determining the credit rating include:

 

   

payment history;

 

   

credit status and change in status (credit ratings for public companies are used as a primary metric);

 

   

change in tenant space needs (i.e., expansion/downsize);

 

   

tenant financial performance;

 

   

economic conditions in a specific geographic region; and

 

   

industry specific credit considerations.

If our estimates of collectability differ from the cash received, the timing and amount of our reported revenue could be impacted. The average remaining term of our in-place tenant leases, including unconsolidated joint ventures, was approximately 6.9 years as of September 30, 2011. The credit risk is mitigated by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which the expenses are incurred. Tenant reimbursements are recognized and presented in accordance with guidance in ASC 605-45 “Principal Agent Considerations” (“ASC 605-45”). ASC 605-45 requires that these reimbursements be recorded on a gross basis, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have credit risk. We also receive reimbursement of payroll and payroll related costs from third parties which we reflect on a net basis.

Our hotel revenues are derived from room rentals and other sources such as charges to guests for long-distance telephone service, fax machine use, movie and vending commissions, meeting and banquet room revenue and laundry services. Hotel revenues are recognized as earned.

 

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We receive management and development fees from third parties. Management fees are recorded and earned based on a percentage of collected rents at the properties under management, and not on a straight-line basis, because such fees are contingent upon the collection of rents. We review each development agreement and record development fees as earned depending on the risk associated with each project. Profit on development fees earned from joint venture projects is recognized as revenue to the extent of the third-party partners’ ownership interest.

Gains on sales of real estate are recognized pursuant to the provisions included in ASC 360-20 “Real Estate Sales” (“ASC 360-20”). The specific timing of the sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, profit sharing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

Depreciation and Amortization

We compute depreciation and amortization on our properties using the straight-line method based on estimated useful asset lives. We allocate the acquisition cost of real estate to land, building, tenant improvements, acquired “above-” and “below-market” leases, origination costs and acquired in-place leases based on an assessment of their fair value and depreciate or amortize these assets over their useful lives. The amortization of acquired “above-” and “below-market” leases and acquired in-place leases is recorded as an adjustment to revenue and depreciation and amortization, respectively, in the Consolidated Statements of Operations.

Fair Value of Financial Instruments

For purposes of disclosure, we calculate the fair value of our mortgage notes payable and unsecured senior notes. We discount the spread between the future contractual interest payments and hypothetical future interest payments on our mortgage debt and unsecured notes based on a current market rate. In determining the current market rate, we add our estimate of a market spread to the quoted yields on federal government treasury securities with similar maturity dates to our own debt. Because our valuations of our financial instruments are based on these types of estimates, the actual fair value of our financial instruments may differ materially if our estimates do not prove to be accurate.

Derivative Instruments and Hedging Activities

Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in the Consolidated Statements of Operations as a component of net income or as a component of comprehensive income and as a component of equity on the Consolidated Balance Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income and equity.

Results of Operations

The following discussion is based on our Consolidated Financial Statements for the three and nine months ended September 30, 2011 and 2010.

At September 30, 2011 and September 30, 2010, we owned or had interests in a portfolio of 153 and 145 properties, respectively (in each case, the “Total Property Portfolio”). As a result of changes within our Total Property Portfolio, the financial data presented below shows significant changes in revenue and expenses from period-to-period. Accordingly, we do not believe that our period-to-period financial data with respect to the Total Property Portfolio are necessarily meaningful. Therefore, the comparison of operating results for the three and

 

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nine months ended September 30, 2011 and 2010 show separately the changes attributable to the properties that were owned by us and in service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Placed In-Service, Acquired or Development or Redevelopment Portfolios.

In our analysis of operating results, particularly to make comparisons of net operating income between periods meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us and in service through the end of the latest period presented as our Same Property Portfolio. The Same Property Portfolio therefore excludes properties placed in-service, acquired, repositioned or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented.

Net operating income, or “NOI,” is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc., the most directly comparable GAAP financial measure, plus income attributable to noncontrolling interests, losses (gains) from investments in securities, losses from early extinguishments of debt, suspension of development, depreciation and amortization, interest expense, acquisition costs, general and administrative expense, less gain on sale of real estate, income from unconsolidated joint ventures, interest and other income and development and management services revenue. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets.

Our management also uses NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to Boston Properties, Inc. NOI excludes certain components from net income attributable to Boston Properties, Inc. in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income attributable to Boston Properties, Inc. as presented in our Consolidated Financial Statements. NOI should not be considered as an alternative to net income attributable to Boston Properties, Inc. as an indication of our performance or to cash flows as a measure of liquidity or ability to make distributions. For a reconciliation of NOI to net income attributable to Boston Properties, Inc., see Note 12 to the Consolidated Financial Statements.

Comparison of the nine months ended September 30, 2011 to the nine months ended September 30, 2010.

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio. The Same Property Portfolio consists of 129 properties totaling approximately 30.3 million net rentable square feet of space, excluding unconsolidated joint ventures. The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, 2010 and owned and in service through September 30, 2011. The Total Property Portfolio includes the effects of the other properties either placed in-service, acquired or in development or redevelopment after January 1, 2010 or disposed of on or prior to September 30, 2011. There were no properties that were sold after January 1, 2010. This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the nine months ended September 30, 2011 and 2010 with respect to the properties which were placed in-service, acquired or in development or redevelopment.

 

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    Same Property Portfolio     Properties
Acquired
Portfolio
    Properties
Placed
In-Service
Portfolio
    Properties in
Development
or
Redevelopment
Portfolio
    Total Property Portfolio  

(dollars in thousands)

  2011     2010     Increase/
(Decrease)
    %
Change
    2011     2010     2011     2010     2011     2010     2011     2010     Increase/
(Decrease)
    %
Change
 

Rental Revenue:

                           

Rental Revenue

  $ 1,092,050      $ 1,080,820      $ 11,230        1.04   $ 95,118      $ —        $ 55,978      $ 5,741      $ 5,589      $ 8,214     $ 1,248,735      $ 1,094,775      $ 153,960        14.06

Termination Income

    7,810        6,990        820        11.73     —          —          —          —          2,591       —          10,401        6,990        3,411        48.80
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Rental Revenue

    1,099,860        1,087,810        12,050        1.11     95,118        —          55,978        5,741        8,180        8,214       1,259,136        1,101,765        157,371        14.28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Real Estate Operating Expenses

    374,897        372,506        2,391        0.64     41,804        —          21,143        581        1,987        3,223        439,831        376,310        63,521        16.88
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Operating Income, excluding hotel

    724,963        715,304        9,659        1.35     53,314        —          34,835        5,160        6,193        4,991        819,305        725,455        93,850        12.94
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Hotel Net Operating Income(1)

    4,845        4,739        106        2.24     —          —          —          —          —          —          4,845        4,739        106        2.24
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated Net Operating Income(1)

    729,808        720,043        9,765        1.36     53,314        —          34,835        5,160        6,193        4,991        824,150        730,194        93,956        12.87
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other Revenue:

                           

Development and management services

    —          —          —          —          —          —          —          —          —          —          24,706        34,267        (9,561     (27.90 )% 

Other Expenses:

                           

General and administrative expense

    —          —          —          —          —          —          —          —          —          —          62,052        62,537        (485     (0.78 )% 

Acquisition costs

    —          —          —          —          —            —          —              136        1,893        (1,757     (92.82 )% 

Suspension of development

    —          —          —          —          —          —          —          —          —          —          —          (7,200     7,200        100.00

Depreciation and amortization

    250,219        242,710        7,509        3.09     45,723        —          14,929        1,157        19,132       1,741       330,003        245,608        84,395        34.36
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Other Expenses

    250,219        242,710        7,509        3.09     45,723        —          14,929        1,157        19,132       1,741       392,191        302,838        89,353        29.51
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Income

    479,589        477,333        2,256        0.47     7,591        —          19,906        4,003        (12,939     3,250        456,665        461,623        (4,958     (1.07 )% 

Other Income:

                           

Income from unconsolidated joint ventures

    —          —          —          —          —          —          —          —          —          —          28,184        26,940        1,244        4.62

Interest and other

    —          —          —          —          —          —          —          —          —          —          4,179        5,641        (1,462     (25.92 )% 

Gains (losses) from investments in securities

    —          —          —          —          —          —          —          —          —          —          (481     253        (734     (290.12 )% 

Other Expenses:

                           

Interest expense

    —          —          —          —          —          —          —          —          —          —          290,164        285,887        4,277        1.50

Losses from early extinguishments of debt

    —          —          —          —          —          —          —          —          —          —          —          8,221        (8,221     (100.00 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

                        198,383        200,349        (1,966     (0.98 )% 

Gains on sales of real estate

                        —          2,734        (2,734     (100.00 )% 
                     

 

 

   

 

 

   

 

 

   

 

 

 

Net income

                        198,383        203,083        (4,700     (2.31 )% 

Net income attributable to noncontrolling interests:

                           

Noncontrolling interests in property partnerships

                        (1,118     (2,557     1,439        56.28

Noncontrolling interest–redeemable preferred units of the Operating Partnership

                        (2,497     (2,548     51        2.00

Noncontrolling interest—common units of the Operating Partnership

                        (23,409     (25,841     2,432        9.41

Noncontrolling interest in gains on sales of real estate—common units of the Operating Partnership

                        —          (351     351        100.00
                     

 

 

   

 

 

   

 

 

   

 

 

 

Net Income attributable to Boston Properties, Inc.  

                      $ 171,359      $ 171,786      $ (427     (0.25 )% 
                     

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 38. Hotel Net Operating Income for the nine months ended September 30, 2011 and 2010 are comprised of Hotel Revenue of $22,897 and $22,290 less Hotel Expenses of $18,052 and $17,551, respectively, per the Consolidated Statements of Operations.

 

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Table of Contents

Same Property Portfolio

Rental Revenue

Rental revenue from the Same Property Portfolio increased approximately $11.2 million for the nine months ended September 30, 2011 compared to 2010. The increase was primarily the result of an increase of approximately $3.6 million in rental revenue from our leases, coupled with increases in parking and other revenue and other recoveries of approximately $3.7 million and $3.9 million, respectively. The increase in rental revenue from our leases of approximately $3.6 million is the result of our average revenue increasing by approximately $0.50 per square foot, contributing approximately $10.4 million, offset by an approximately $6.8 million decrease due to a decline in occupancy from 92.3% to 91.6%.

We expect rental revenue from the Same Property Portfolio to decline sequentially over the remainder of 2011 and into 2012 as a result of the expiration of leases totaling approximately 190,000 square feet at Embarcadero Center Four in San Francisco, of which approximately 90,000 expired at the end of the third quarter of 2011 and the remainder will expire during the fourth quarter of 2011, the expiration of an approximately 207,000 square foot lease at 111 Huntington Avenue in Boston in October 2011 and the expiration of an approximately 170,000 square foot lease at 399 Park Avenue in New York City in mid 2012. Although we have re-leased a portion of the Embarcadero Center Four and 399 Park Avenue space and we have re-leased the entire 111 Huntington Avenue space, there will be an interruption in revenue over the remainder of 2011 and into 2012. In addition, we have a large tenant vacating approximately 700,000 square feet of space, of which we will be redeveloping approximately 523,000 square feet for the Defense Intelligence Agency, in Reston, Virginia. We have begun the redevelopment of the first phase of the two-building redevelopment and removed the first building from service, and therefore also removed it from the Same Property Portfolio, in July 2011. The second building will be similarly removed from service in the first quarter 2012. The third building is currently leased until the second quarter 2012 and we do not expect to receive any income from this building following expiration of the lease through the end of 2012. Due to our decreased occupancy at Embarcadero Center Four, 111 Huntington Avenue and the removal from service of the first of the buildings being redeveloped in Reston, Virginia, we expect a decline in our occupancy to below approximately 91% by the end of 2011. With an approximately 307,000 square foot lease commencing at 111 Huntington Avenue in January 2012 and the leasing activity we are currently experiencing in San Francisco and Boston, we expect our occupancy to then begin improving during 2012. However, the impact on Total Property Portfolio net operating income from the foregoing vacancies and transactions is expected to result in a decrease of approximately $48 million from 2011 to 2012.

Termination Income

Termination income increased by approximately $0.8 million for the nine months ended September 30, 2011 compared to 2010.

Termination income for the nine months ended September 30, 2011 related to eleven tenants across the Same Property Portfolio and totaled approximately $7.8 million, which included approximately $1.8 million of termination income related to a default by a 30,000 square foot law firm tenant in one of our New York City and approximately $5.3 million related to us entering into lease amendments we signed on July 1, 2011 with the existing tenant at our three-building complex in Reston, Virginia, which will be redeveloped as the headquarters for the Defense Intelligence Agency. Under the agreements, the existing tenant will terminate early its leases for approximately 523,000 square feet at the complex and be responsible for certain payments to us aggregating approximately $14.8 million. We anticipate recognizing approximately $5.1 million in the fourth quarter of 2011 with the remaining $1.8 million to be recognized in 2012. Once 12300 Sunrise Valley Drive is placed in redevelopment, it will no longer be considered part of the Same Property Portfolio and any operating results will be shown under the Properties in Development or Redevelopment Portfolio.

 

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Table of Contents

Termination income for the nine months ended September 30, 2010 related to seventeen tenants across the Same Property Portfolio and totaled approximately $7.0 million, which included (1) approximately $1.6 million from a small retail tenant in New York City, (2) approximately $2.7 million from our Reston, Virginia properties to accommodate growth of an existing tenant and to provide space early to a new tenant and (3) approximately $1.3 million from a tenant at 599 Lexington Avenue in New York City to accommodate growth of an existing tenant.

Real Estate Operating Expenses

Operating expenses from the Same Property Portfolio increased approximately $2.4 million for the nine months ended September 30, 2011 compared to 2010 due to a net increase in general property operating expenses.

Depreciation and Amortization Expense

Depreciation and amortization expense for the Same Property Portfolio increased approximately $7.5 million for the nine months ended September 30, 2011 compared to 2010. The increase was primarily the result of the acceleration of depreciation expense during the nine months ended September 30, 2011 totaling approximately $11.4 million in anticipation of the planned redevelopment of our 12300 Sunrise Valley Drive property located in Reston, Virginia, partially offset by a decrease in depreciation of approximately $1.8 million resulting from the acceleration of depreciation expense in 2010 related to our decision in 2010 to reclassify three in-service properties to land held for future development that did not recur in 2011. These three properties totaled approximately 131,000 square feet, are currently planned for redevelopment and are no longer held available for lease.

Properties Acquired Portfolio

On December 29, 2010, we completed the acquisition of the John Hancock Tower and Garage in Boston, Massachusetts for an aggregate purchase price of approximately $930.0 million. The John Hancock Tower is a 62-story, approximately 1,700,000 rentable square foot office tower located in the heart of Boston’s Back Bay neighborhood. The garage is an eight-level, 2,013 space parking facility.

On February 1, 2011, we completed the acquisition of Bay Colony Corporate Center in Waltham, Massachusetts for an aggregate purchase price of approximately $185.0 million. Bay Colony Corporate Center is an approximately 966,000 net rentable square foot, four-building Class A office park situated on a 58-acre site in Waltham, Massachusetts.

Rental Revenue

Rental revenue from our Properties Acquired Portfolio increased approximately $95.1 million for the nine months ended September 30, 2011 compared to 2010, as detailed below:

 

Property

   Date Acquired      Rental Revenue for the nine
months ended September 30,
 
      2011      2010      Change  
            (in thousands)  

John Hancock Tower and Garage

     December 29, 2010       $ 81,023       $ —         $ 81,023   

Bay Colony Corporate Center

     February 1, 2011         14,095         —           14,095   
     

 

 

    

 

 

    

 

 

 

Total

      $ 95,118       $ —         $ 95,118   
     

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Real Estate Operating Expenses

Real estate operating expenses from our Properties Acquired Portfolio increased approximately $41.8 million for the nine months ended September 30, 2011 compared to 2010, as detailed below:

 

Property

   Date Acquired      Real Estate Operating Expenses
for the nine months ended  September 30,
 
          2011              2010              Change      
            (in thousands)  

John Hancock Tower and Garage

     December 29, 2010       $ 33,052       $ —         $ 33,052   

Bay Colony Corporate Center

     February 1, 2011         8,752         —           8,752   
     

 

 

    

 

 

    

 

 

 

Total

      $ 41,804       $ —         $ 41,804   
     

 

 

    

 

 

    

 

 

 

Depreciation and Amortization Expense

Depreciation and amortization expense for our Properties Acquired Portfolio increased by approximately $45.7 million for the nine months ended September 30, 2011 compared to 2010 as a result of the expense associated with the John Hancock Tower and Garage and Bay Colony Corporate Center, which were acquired after September 30, 2010.

Properties Placed In-Service Portfolio

At September 30, 2011, we had six additional properties totaling approximately 2,364,000 square feet that were placed in-service or partially placed in-service between January 1, 2010 and September 30, 2011.

Rental Revenue

Rental revenue from our Properties Placed In-Service Portfolio increased approximately $50.2 million for the nine months ended September 30, 2011 compared to 2010, as detailed below:

 

Property

   Quarter Placed In-Service    Rental Revenue for the nine
months ended September 30,
 
          2011              2010              Change      
          (in thousands)  

Weston Corporate Center

   Second Quarter, 2010    $ 13,274       $ 5,741       $ 7,533   

Atlantic Wharf—Office

   First Quarter, 2011      25,389         —           25,389   

510 Madison Avenue

   Second Quarter, 2011      3,666         —           3,666   

2200 Pennsylvania Avenue

   Third Quarter, 2011      10,620         —           10,620   

Residences on The Avenue

   Third Quarter, 2011      2,745         —           2,745   

The Lofts at Atlantic Wharf

   Third Quarter, 2011      284         —