Boston Properties Announces Third Quarter 2011 Results
Reports diluted EPS of $0.48
BOSTON, Oct 25, 2011 (BUSINESS WIRE) -- Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2011.
Funds from Operations (FFO) for the quarter ended September 30, 2011 were $190.3 million, or $1.29 per share basic and $1.28 per share diluted. This compares to FFO for the quarter ended September 30, 2010 of $150.8 million, or $1.08 per share basic and $1.07 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 147,006,295 and 149,082,924, respectively, for the quarter ended September 30, 2011 and 139,594,881 and 141,653,831, respectively, for the quarter ended September 30, 2010.
Net income available to common shareholders was $70.5 million for the quarter ended September 30, 2011, compared to $57.7 million for the quarter ended September 30, 2010. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2011 was $0.48 basic and $0.48 on a diluted basis. This compares to EPS for the third quarter of 2010 of $0.41 basic and $0.41 on a diluted basis.
The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended September 30, 2011. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.
As of September 30, 2011, the Company's portfolio consisted of 153 properties, comprised primarily of Class A office space, one hotel, two residential properties and three retail properties, aggregating approximately 42.3 million square feet, including seven properties under construction totaling 2.9 million square feet. In addition, the Company has structured parking for vehicles containing approximately 14.8 million square feet. The overall percentage of leased space for the 143 properties in service (excluding the two residential properties and the hotel) as of September 30, 2011 was 91.3%.
Significant events during the third quarter included:
- On July 1, 2011, the Company placed in-service 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. The residential units are currently 71% leased.
- On July 1, 2011, the Company entered into lease amendments with the existing tenant at its 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 the Company 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, the Company 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.
- On July 13, 2011, the Company completed and 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. The residential units are currently 69% leased and the retail space is currently 100% leased.
- On July 14, 2011, the Company 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 the Company at 17 Cambridge Center in Cambridge, Massachusetts. The Company commenced construction of the project and expects that the project will be complete and available for occupancy during the third quarter of 2013.
- On August 17, 2011, the Company completed and placed in-service its 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, the Company obtained mortgage financing totaling $725.0 million collateralized by its 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 the Company's 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 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.
- During the three months ended September 30, 2011, the Company issued an aggregate of 431,223 shares of stock under its "at the market" (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 under this ATM program. This ATM stock offering program was established on June 2, 2011 and provides the Company with the ability to 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.
Transactions completed subsequent to September 30, 2011:
- On October 14, 2011, a 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, a 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.
EPS and FFO per Share Guidance:
The Company's guidance for the fourth quarter 2011 and full year 2012 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. Except as described below, the estimates reflect management's view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and otherwise referenced during the conference call referred to below. In addition, the estimates for the full year 2012 when compared to the full year 2011 include, among other things, the impact of the redevelopment of Patriots Park in Reston, Virginia (which is expected to reduce 2012 FFO by approximately $0.14 per share) and the reduction in non-cash fair value lease revenue associated with investments in unconsolidated joint ventures (which is expected to reduce 2012 FFO by approximately $0.11 per share). The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, other possible capital markets activity or possible future impairment charges. 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 below.
Fourth Quarter 2011 | Full Year 2012 | ||||||||||||||||||
Low | - | High | Low | - | High | ||||||||||||||
Projected EPS (diluted) | $ | 0.63 | - | $ | 0.65 | $ | 1.43 | - | $ | 1.63 | |||||||||
Add: | |||||||||||||||||||
Projected Company Share of Real Estate |
0.83 |
- |
0.83 |
3.15 |
- |
3.15 | |||||||||||||
Less: | |||||||||||||||||||
Projected Company Share of Gain on Sale |
0.28 |
- |
0.28 |
0.00 |
- |
0.00 | |||||||||||||
Projected FFO per Share (diluted) |
$ |
1.18 |
- |
$ |
1.20 |
$ |
4.58 |
- |
$ |
4.78 |
Boston Properties will host a conference call on Wednesday, October 26, 2011 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2011 results, the fourth quarter 2011 and fiscal year 2012 projections and related assumptions, and other related matters that may be of interest to investors. The number to call for this interactive teleconference is (877) 706-4503 (Domestic) or (281) 913-8731 (International) and entering the passcode 10547103. A replay of the conference call will be available through November 9, 2011, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 10547103. There will also be a live audio webcast of the call which may be accessed on the Company's website at http://www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company's website and archived for up to twelve months following the call.
Additionally, a copy of Boston Properties' third quarter 2011 "Supplemental Operating and Financial Data" and this press release are available in the Investor Relations section of the Company's website at http://www.bostonproperties.com.
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 space, one hotel, two residential properties and three retail properties. 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, DC, San Francisco and Princeton, NJ.
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 "assumes," "believes," "estimates," "expects," "guidance," "intends," "plans," "projects" 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 Company's ability to satisfy the closing conditions to the pending transactions described above, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants' financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the uncertainty of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, 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, including its guidance for the fourth quarter 2011 and full fiscal year 2012, whether as a result of new information, future events or otherwise.
BOSTON PROPERTIES, INC. | ||||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||||
September 30, | December 31, | |||||||||
2011 | 2010 | |||||||||
(in thousands, except for share amounts) | ||||||||||
(unaudited) | ||||||||||
ASSETS |
||||||||||
Real estate | $ | 12,031,660 | $ | 10,933,977 | ||||||
Construction in progress | 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 notes 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 | 3,016,986 | 3,016,598 | ||||||||
Unsecured exchangeable senior notes, net of discount | 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 shares |
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 | (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 | ||||||
BOSTON PROPERTIES, INC. | ||||||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||
(in thousands, except for per share amounts) | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||
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 | ||||||||||||||||
Gain from 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 |
(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 |
- | - | - | (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 |
147,622 | 140,193 | 145,625 | 139,874 | ||||||||||||||||
BOSTON PROPERTIES, INC. | ||||||||||||||||||||
FUNDS FROM OPERATIONS (1) | ||||||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||
(in thousands, except for per share amounts) | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||
Net income attributable to Boston Properties, Inc. | $ | 70,542 | $ | 57,668 | $ | 171,359 | $ | 171,786 | ||||||||||||
Add: | ||||||||||||||||||||
Noncontrolling interest in gain on sale of real estate - common units |
- | - | - | 351 | ||||||||||||||||
Noncontrolling interest - common units of the Operating Partnership | 8,991 | 8,712 | 23,409 | 25,841 | ||||||||||||||||
Noncontrolling interest - redeemable preferred units of the Operating |
832 | 820 | 2,497 | 2,548 | ||||||||||||||||
Noncontrolling interests in property partnerships | 86 | 889 | 1,118 | 2,557 | ||||||||||||||||
Less: | ||||||||||||||||||||
Gain on sale of real estate | - | - | - | 2,734 | ||||||||||||||||
Income from continuing operations | 80,451 | 68,089 | 198,383 | 200,349 | ||||||||||||||||
Add: | ||||||||||||||||||||
Real estate depreciation and amortization (2) | 134,777 | 107,300 | 408,376 | 331,973 | ||||||||||||||||
Less: | ||||||||||||||||||||
Noncontrolling interests in property partnerships' share of funds from |
549 | 1,724 | 2,508 | 5,176 | ||||||||||||||||
Noncontrolling interest - redeemable preferred units of the Operating |
832 | 820 | 2,497 | 2,548 | ||||||||||||||||
Funds from operations (FFO) attributable to the Operating Partnership | 213,847 | 172,845 | 601,754 | 524,598 | ||||||||||||||||
Less: | ||||||||||||||||||||
Noncontrolling interest - common units of the Operating Partnership's share of funds from |
23,573 | 21,998 | 70,089 | 67,280 | ||||||||||||||||
Funds from operations attributable to Boston Properties, Inc. | $ | 190,274 | $ | 150,847 | $ | 531,665 | $ | 457,318 | ||||||||||||
Boston Properties, Inc.'s percentage share of funds from operations - basic | 88.98 | % | 87.27 | % | 88.35 | % | 87.17 | % | ||||||||||||
Weighted average shares outstanding - basic | 147,006 | 139,595 | 145,006 | 139,215 | ||||||||||||||||
FFO per share basic | $ | 1.29 | $ | 1.08 | $ | 3.67 | $ | 3.28 | ||||||||||||
Weighted average shares outstanding - diluted | 149,083 | 141,654 | 147,086 | 141,335 | ||||||||||||||||
FFO per share diluted | $ | 1.28 | $ | 1.07 | $ | 3.64 | $ | 3.26 | ||||||||||||
(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) attributable to Boston Properties, Inc. (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. | ||
FFO should not be considered as an alternative to net income attributable to Boston Properties, Inc. (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income attributable to Boston Properties, Inc. 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 $109,495, $81,133, $330,003 and $245,608, our share of unconsolidated joint venture real estate depreciation and amortization of $25,633, $26,602, $79,378 and $87,739, less corporate-related depreciation and amortization of $351, $435, $1,005 and $1,374 for the three months and nine months ended September 30, 2011 and 2010, respectively. | |
BOSTON PROPERTIES, INC. | ||||||||
PORTFOLIO LEASING PERCENTAGES | ||||||||
% Leased by Location | ||||||||
September 30, 2011 | December 31, 2010 | |||||||
Greater Boston | 88.8 | % | 89.4 | % | ||||
Greater Washington, DC | 95.4 | % | 97.3 | % | ||||
Midtown Manhattan | 96.5 | % | 96.9 | % | ||||
Princeton/East Brunswick, NJ | 76.5 | % | 80.8 | % | ||||
Greater San Francisco | 87.0 | % | 92.9 | % | ||||
Total Portfolio | 91.3 | % | 93.2 | % | ||||
% Leased by Type | ||||||||
September 30, 2011 | December 31, 2010 | |||||||
Class A Office Portfolio | 91.4 | % | 93.6 | % | ||||
Office/Technical Portfolio | 88.2 | % | 85.5 | % | ||||
Total Portfolio | 91.3 | % | 93.2 | % |
SOURCE: Boston Properties, Inc.
Boston Properties, Inc.
Michael Walsh, 617-236-3410
Senior Vice President, Finance
or
Arista Joyner, 617-236-3343
Investor Relations Manager