Boston Properties, Inc. Announces Third Quarter 2005 Results

October 25, 2005

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

BOSTON, Oct. 25 /PRNewswire-FirstCall/ -- Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2005.

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

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

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended September 30, 2005. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

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

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

Significant events of the third quarter include:

  • On July 19, 2005, the Company refinanced at maturity its mortgage loan collateralized by 599 Lexington Avenue located in New York City. The mortgage loan totaling $225.0 million bore interest at a fixed rate of 7.0% per annum. The mortgage loan was refinanced through a $225.0 million secured draw from the Company's revolving credit facility.
  • On July 21, 2005, the Company's Board of Directors declared a special cash dividend of $2.50 per common share payable on October 31, 2005 to shareholders of record as of the close of business on September 30, 2005. The special cash dividend is in addition to the regular quarterly dividend of $0.68 per common share that is payable on October 31, 2005. The holders of common units of limited partnership interest in the Company's Operating Partnership will receive the same amount, at the same time. Holders of Series Two Preferred Units of limited partnership interest will participate in the special cash dividend on an as-converted basis in connection with their regular February 2006 distribution payment as provided in the Operating Partnership's partnership agreement. Because the holders of options to purchase shares of the Company's common stock are not eligible to receive dividends, the Company's Board of Directors approved adjustments that are intended to ensure that its employees, directors and other persons who hold such stock options are not disadvantaged by the planned special cash dividend.
  • On August 3, 2005, the Company commenced a planned interest rate hedging program in contemplation of obtaining ten-year fixed rate financing in early 2007. The Company has since entered into nine forward-starting interest rate swap contracts based on a weighted- average forward-starting ten-year treasury rate of 4.32% per annum on notional amounts aggregating $425.0 million. The swaps go into effect in February 2007 and expire in February 2017.
  • On August 5, 2005, the Company executed a contract for the sale of 40- 46 Harvard Street, an industrial property totaling approximately 152,000 net rentable square feet located in Westwood, Massachusetts, at a sale price of approximately $7.8 million. The sale is subject to the satisfaction of customary closing conditions and, although there can be no assurances that the sale will be consummated, we have no reason to believe that the closing will not occur as expected by the end of November 2005.
  • On September 26, 2005, the Company commenced construction on its previously announced joint venture project consisting of a build-to- suit Class A office property located at 505 9th Street in Washington, D.C. totaling 323,000 net rentable square feet, of which 230,000 net rentable square feet have been pre-leased to a law firm for a 15-year term. In conjunction with the commencement of construction, the Company's Operating Partnership issued approximately 254,000 common units of limited partnership interest and cash of approximately $4.9 million to its joint venture partner as consideration for the Company's 50% interest in the joint venture. The joint venture partner had contributed the land for its 50% interest.

Transactions completed subsequent to September 30, 2005:

  • On October 1, 2005, the Company placed-in-service the West Garage phase of its Seven Cambridge Center development project located in Cambridge, Massachusetts. Seven Cambridge Center is a fully-leased, build-to-suit project with approximately 231,000 square feet of office, research laboratory and retail space plus parking for approximately 800 cars. The Company has signed a lease for 100% of the space with the Massachusetts Institute of Technology for occupancy by its affiliate, the Eli and Edythe L. Broad Institute. The Company expects the remaining development to be completed in the first quarter of 2006.
  • On October 4, 2005, the Company repaid the mortgage loan collateralized by its Embarcadero Center West Tower property totaling approximately $90.8 million. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 6.50% per annum and was scheduled to mature on January 1, 2006.

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


                                  Fourth Quarter 2005      Full Year 2006
                                     Low   -   High         Low   -  High

    Projected EPS (diluted)         $1.29  -  $1.32        $2.17  - $2.32

    Add:
       Projected Company Share of
       Real Estate Depreciation and
       Amortization                  0.49  -   0.49         1.95  -  1.95
    Less:
       Projected Company Share of
       Gains on Sales of Real Estate 0.74  -   0.76         0.00  -  0.00

    Projected FFO per Share
     (diluted)                      $1.04  -  $1.05        $4.12  - $4.27

The foregoing estimates reflect management's view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and earnings impact of the events referenced in this release. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization or gains or losses associated with disposition activities. There can be no assurance that the Company's actual results will not differ materially from the estimates set forth above.

Boston Properties will host a conference call tomorrow, October 26, 2005 at 10:00 AM (Eastern Time), open to the general public, to discuss the third quarter 2005 results, the fourth quarter 2005 and full year 2006 projections and other related matters. The number to call for this interactive teleconference is (800) 218-0204. A replay of the conference call will be available through November 2, 2005 by dialing (800) 405-2236 and entering the passcode 11040118. An audio-webcast will also be archived and may be accessed at http://www.bostonproperties.com in the Investor Relations section under the heading Events & Webcasts.

Additionally, a copy of Boston Properties' third quarter 2005 "Supplemental Operating and Financial Data" and this press release are available in the Investor Relations section of the Company's website at www.bostonproperties.com. These materials are also available by contacting Investor Relations at (617) 236-3322 or by written request to:

Investor Relations
Boston Properties, Inc.
111 Huntington Avenue, Suite 300
Boston, MA 02199-7610

Boston Properties is a fully integrated, self-administered and self- managed real estate investment trust that develops, redevelops, acquires, manages, operates and owns a diverse portfolio of Class A office properties and also includes three hotels and one industrial property. The Company is one of the largest owners and developers of Class A office properties in the United States, concentrated in five markets - Boston, Midtown Manhattan, Washington, D.C., San Francisco and Princeton, N.J.

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words "guidance," "expects," "plans," "estimates," "projects," "intends," "believes" and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward- looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties' control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants' financial condition, the uncertainties of real estate development and acquisition activity, the ability to effectively integrate acquisitions, the costs and availability of financing (including the impact of interest rates on our hedging program), the effects of local economic and market conditions, the impact of newly adopted accounting principles on the Company's accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, including its guidance for the fourth quarter of 2005 and the full fiscal year 2006.


                           BOSTON PROPERTIES, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                       Three months ended   Nine months ended
                                         September 30,        September 30,
                                        2005      2004       2005       2004
                                  (in thousands, except for per share amounts)
                                                   (unaudited)
     Revenue
      Rental:
        Base rent                    $274,522  $273,603   $830,627   $790,889
        Recoveries from tenants        43,969    43,381    129,165    123,228
        Parking and other              13,470    15,645     41,516     42,916
          Total rental revenue        331,961   332,629  1,001,308    957,033
      Hotel revenue                    20,139    19,768     54,207     52,112
      Development and management
       services                         4,923     5,832     13,596     15,115
      Interest and other                4,763       908      9,337      9,526
          Total revenue               361,786   359,137  1,078,448  1,033,786

     Expenses
      Operating:
        Rental                        111,112   108,754    326,051    309,715
        Hotel                          13,786    13,709     40,051     38,763
      General and administrative       13,270    13,002     42,335     38,095
      Interest                         75,700    77,698    233,287    226,792
      Depreciation and amortization    65,905    65,480    201,102    181,853
      Losses from early
       extinguishments of debt            -         -       12,896      6,258
          Total expenses              279,773   278,643    855,722    801,476
     Income before minority
      interests in property
      partnerships, income from
      unconsolidated joint ventures,
      minority interest in
      Operating Partnership, gains
      on sales of real estate and land
      held for development and
      discontinued operations          82,013    80,494    222,726    232,310
     Minority interests in property
      partnerships                      1,527     1,447      4,651      3,124
     Income from unconsolidated
      joint ventures                    1,117       460      3,299      2,716
     Income before minority interest
      in Operating Partnership,
      gains on sales of real
      estate and land held for
       development and discontinued
       operations                      84,657    82,401    230,676    238,150
     Minority interest in Operating
      Partnership                     (27,032)  (17,178)   (57,482)   (52,169)
     Income before gains on sales of
      real estate and land held for
      development and
      discontinued operations          57,625    65,223    173,194    185,981
     Gains on sales of real estate,
      net of minority interest            -         -      102,175      8,132
     Gains on sales of land held for
      development, net of minority
      interest                            -         -        1,209        -
     Income before discontinued
      operations                       57,625    65,223    276,578    194,113
     Discontinued operations:
      Income (loss) from
       discontinued operations, net
       of minority interest               (74)     (831)      (574)     1,356
      Gains on sales of real estate
       from discontinued operations,
       net of minority interest           -       4,150      8,397     26,201
     Net income available to common
      shareholders                    $57,551   $68,542   $284,401   $221,670

     Basic earnings per common share:
      Income available to common
       shareholders before
       discontinued operations          $0.51     $0.60      $2.49      $1.84
      Discontinued operations, net
       of minority interest               -        0.03       0.07       0.26
      Net income available to common
       shareholders                     $0.51     $0.63      $2.56      $2.10

      Weighted average number of
       common shares outstanding      111,776   108,339    110,915    105,492

     Diluted earnings per common
      share:
      Income available to common
       shareholders before
       discontinued operations          $0.50     $0.59      $2.44      $1.80
      Discontinued operations, net
       of minority interest               -        0.03       0.07       0.25
      Net income available to common
       shareholders                     $0.50     $0.62      $2.51      $2.05
      Weighted average number of
       common and common
        equivalent shares
         outstanding                  114,090   110,581    113,195    107,718


                           BOSTON PROPERTIES, INC.
                         CONSOLIDATED BALANCE SHEETS

                                               September 30,      December 31,
                                                    2005              2004

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

    Real estate                                 $8,792,127        $9,033,858
    Construction in progress                       144,009            35,063
    Land held for future development               244,783           222,306
    Real estate held for sale, net                     444               -
      Less: accumulated depreciation            (1,237,469)       (1,143,369)
             Total real estate                   7,943,894         8,147,858

    Cash and cash equivalents                      450,577           239,344
    Cash held in escrows                            27,552            24,755
    Investments in marketable securities            37,500               -
    Tenant and other receivables, net of
     allowance for doubtful accounts of
     $2,476 and $2,879,
      respectively                                  32,463            25,500
    Accrued rental income, net of
     allowance of $3,931 and $4,252,
     respectively                                  292,289           251,236
    Deferred charges, net                          239,443           254,950
    Prepaid expenses and other assets               63,859            38,630
    Investments in unconsolidated joint ventures    96,311            80,955
        Total assets                            $9,183,888        $9,063,228

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
      Mortgage notes payable                    $3,450,904        $3,541,131
      Unsecured senior notes, net of
       discount                                  1,470,963         1,470,683
      Unsecured line of credit                         -                 -
      Accounts payable and accrued expenses         81,730            94,451
      Dividends and distributions payable          443,437            91,428
      Interest rate contract                           -               1,164
      Accrued interest payable                      39,443            50,670
      Other liabilities                            137,526            91,300
        Total liabilities                        5,624,003         5,340,827

    Commitments and contingencies                      -                 -
    Minority interests                             725,077           786,328
    Stockholders' equity:
      Excess stock, $.01 par value,
       150,000,000 shares authorized,
       none issued or outstanding                      -                 -
      Preferred stock, $.01 par value,
       50,000,000 shares authorized, none
       issued or outstanding                           -                 -
      Common stock, $.01 par value,
       250,000,000 shares authorized,
       112,579,787 and
        110,399,385 shares issued and
         112,500,887 and 110,320,485
         shares outstanding in
        2005 and 2004, respectively                  1,125             1,103
      Additional paid-in capital                 2,749,432         2,633,980
      Earnings in excess of dividends              104,559           325,452
      Treasury common stock, at cost                (2,722)           (2,722)
      Unearned compensation                         (5,564)           (6,103)
      Accumulated other comprehensive loss         (12,022)          (15,637)
        Total stockholders' equity               2,834,808         2,936,073
                Total liabilities and
                 stockholders' equity           $9,183,888        $9,063,228


                           BOSTON PROPERTIES, INC.
                          FUNDS FROM OPERATIONS (1)

                                   Three months ended      Nine months ended
                                     September 30,          September 30,
                                   2005         2004      2005         2004
                                (in thousands, except for per share amounts)
                                                (unaudited)

    Net income available to
     common shareholders         $57,551      $68,542  $284,401     $221,670

    Add:
     Minority interest in
      Operating Partnership       27,032       17,178    57,482       52,169
    Less:
     Minority interests in
      property partnerships        1,527        1,447     4,651        3,124
     Income from unconsolidated
      joint ventures               1,117          460     3,299        2,716
     Gains on sales of real
      estate, net of minority
      interest                       -            -     102,175        8,132
     Gains on sales of land
      held for development, net
      of minority interest           -            -       1,209          -
     Income (loss) from
      discontinued operations,
      net of minority interest       (74)        (831)     (574)       1,356
     Gains on sales of real
      estate from discontinued
      operations, net of
      minority interest              -          4,150     8,397       26,201

    Income before minority
     interests in property
     partnerships, income from
     unconsolidated joint
      ventures, minority
      interest in Operating
      Partnership, gains on
     sales of real estate and
      land held for development
      and discontinued
      operations                  82,013       80,494   222,726      232,310

    Add:
     Real estate depreciation
      and amortization (2)        67,702       67,538   206,489      187,330
     Income (loss) from
      discontinued operations        (88)        (945)     (686)       1,802
     Income from unconsolidated
      joint ventures               1,117          460     3,299        2,716
    Less:
     Minority interests in
      property partnerships'
      share of funds from
      operations                      32           17         1       (1,045)
     Preferred distributions      (3,200)(3)   (3,491)   (9,820)(3)  (11,689)

    Funds from operations (FFO)  147,576      144,073   422,009      411,424

    Add:
     Losses from early
      extinguishments of debt
      associated with the sales
      of real estate                 -            -      11,041          -

    Funds from operations after
     a supplemental adjustment
     to exclude losses from
     early extinguishments of debt
      associated with the sales
      of real estate             147,576      144,073   433,050      411,424
    Less:
     Minority interest in the
      Operating Partnership's
      share of funds from
      operations after a supplemental
        adjustment to exclude
        losses from early
        extinguishments
        of debt associated with
        the sales of real estate  23,905       24,136    70,770       70,812

    Funds from operations
     available to common
     shareholders after a
     supplemental
     adjustment to exclude
      losses from early
      extinguishments of debt
      associated with
     the sales of real estate   $123,671     $119,937  $362,280     $340,612

    Our percentage share of
     funds from operations -
     basic                        83.80%       83.25%    83.66%       82.79%

    Weighted average shares
     outstanding - basic         111,776      108,339   110,915      105,492

     FFO per share basic after
      a supplemental adjustment
      to exclude losses from
       early extinguishments of
        debt associated with
        the sales of real
        estate                     $1.11        $1.11     $3.27        $3.23

     FFO per share basic           $1.11        $1.11     $3.18        $3.23

    Weighted average shares
     outstanding - diluted       119,177      116,149   118,461      113,998

     FFO per share diluted
      after a supplemental
      adjustment to exclude
      losses from early
      extinguishments of
       debt associated with
       the sales of real
       estate                      $1.07        $1.07     $3.16        $3.11

     FFO per share diluted         $1.07        $1.07     $3.08        $3.11

     (1) Pursuant to the revised definition of Funds from Operations adopted
         by the Board of Governors of the National Association of Real Estate
         Investment Trusts ("NAREIT"), we calculate Funds from Operations, or
         "FFO," by adjusting net income (loss) (computed in accordance with
         GAAP, including non-recurring items) for gains (or losses) from sales
         of properties, real estate related depreciation and amortization, and
         after adjustment for unconsolidated partnerships and joint ventures.
         FFO is a non-GAAP financial measure.  The use of FFO, combined with
         the required primary GAAP presentations, has been fundamentally
         beneficial in improving the understanding of operating results of
         REITs among the investing public and making comparisons of REIT
         operating results more meaningful.  Management generally considers
         FFO to be a useful measure for reviewing our comparative operating
         and financial performance because, by excluding gains and losses
         related to sales of previously depreciated operating real estate
         assets and excluding real estate asset depreciation and amortization
         (which can vary among owners of identical assets in similar condition
         based on historical cost accounting and useful life estimates), FFO
         can help one compare the operating performance of a company's real
         estate between periods or as compared to different companies.  Our
         computation of FFO may not be comparable to FFO reported by other
         REITs or real estate companies that do not define the term in
         accordance with the current NAREIT definition or that interpret the
         current NAREIT definition differently.

         In addition to presenting FFO in accordance with the NAREIT
         definition, we also disclose FFO after a specific and defined
         supplemental adjustment to exclude losses from early extinguishments
         of debt associated with the sales of real estate.  The adjustment to
         exclude losses from early extinguishments of debt results when the
         sale of real estate encumbered by debt requires us to pay the
         extinguishment costs prior to the debt's stated maturity and to
         write-off unamortized loan costs at the date of the extinguishment.
         Such costs are excluded from the gains on sales of real estate
         reported in accordance with GAAP.  However, we view the losses from
         early extinguishments of debt associated with the sales of real
         estate as an incremental cost of the sale transactions because we
         extinguished the debt in connection with the consummation of the sale
         transactions and we had no intent to extinguish the debt absent such
         transactions.  We believe that this supplemental adjustment more
         appropriately reflects the results of our operations exclusive of the
         impact of our sale transactions.

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

         Neither FFO nor FFO as adjusted should be considered as an
         alternative to net income (determined in accordance with GAAP) as an
         indication of our performance.  Neither FFO nor FFO as adjusted
         represent cash generated from operating activities determined in
         accordance with GAAP and is not a measure of liquidity or an
         indicator of our ability to make cash distributions.  We believe that
         to further understand our performance, FFO and FFO as adjusted should
         be compared with our reported net income and considered in addition
         to cash flows in accordance with GAAP, as presented in our
         consolidated financial statements.

     (2) Real estate depreciation and amortization consists of depreciation
         and amortization from the Consolidated Statements of Operations of
         $65,905, $65,480, $201,102 and $181,853, our share of unconsolidated
         joint venture real estate depreciation and amortization of $2,188,
         $1,636, $6,380 and $5,016 and depreciation and amortization from
         discontinued operations of $2, $1,080, $186 and $2,353, less
         corporate related depreciation and amortization of $393, $658, $1,179
         and $1,892 for the three months and nine months ended September 30,
         2005 and 2004, respectively.

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


                           BOSTON PROPERTIES, INC.
                        PORTFOLIO LEASING PERCENTAGES

                                                  % Leased by Location
                                        September 30, 2005  December 31, 2004

    Greater Boston                                91.0%             90.2%
    Greater Washington, D.C.                      97.5%             97.9%
    Midtown Manhattan                             97.6%             96.4%
    Baltimore, MD                                   N/A             90.9%
    Richmond, VA                                    N/A             91.3%
    Princeton/East Brunswick, NJ                  86.7%             90.2%
    Greater San Francisco                         85.9%             80.3%
            Total Portfolio                       93.3%             92.1%

                                                  % Leased by Type
                                        September 30, 2005  December 31, 2004

    Class A Office Portfolio                      93.5%             92.3%
    Office/Technical Portfolio                    97.6%             97.6%
    Industrial Portfolio                           0.0%              0.0%
            Total Portfolio                       93.3%             92.1%

SOURCE Boston Properties, Inc.
10/25/2005
CONTACT: Michael Walsh, Senior Vice President, Finance, 1-617-236-3410,
or Kathleen DiChiara, Investor Relations Manager, 1-617-236-3343, both of
Boston Properties, Inc.; Marilynn Meek of the Financial Relations Board,
1-212-827-3773
Web site: http://www.bostonproperties.com
(BXP)