Boston Properties, Inc. Announces First Quarter 2005 Results

April 26, 2005
Reports diluted FFO per share of $1.03
Reports diluted EPS of $0.55

BOSTON, April 26 /PRNewswire-FirstCall/ -- Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the first quarter ended March 31, 2005.

Funds from Operations (FFO) for the quarter ended March 31, 2005 were $117.3 million, or $1.06 per share basic and $1.03 per share diluted. This compares to FFO for the quarter ended March 31, 2004 of $103.8 million, or $1.03 per share basic and $0.99 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 110,187,333 and 117,721,288, respectively, for the quarter ended March 31, 2005 and 100,890,264 and 110,577,230, respectively, for the same quarter last year.

Net income available to common shareholders was $61.2 million for the three months ended March 31, 2005, compared to $66.0 million for the quarter ended March 31, 2004. Net income available to common shareholders per share (EPS) for the quarter ended March 31, 2005 was $0.56 basic and $0.55 on a diluted basis. This compares to EPS for the first quarter of 2004 of $0.65 basic and $0.64 on a diluted basis. EPS includes $0.01 and $0.10 on a diluted basis, related to gains on sales of real estate and discontinued operations for the quarters ended March 31, 2005 and 2004, respectively.

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 March 31, 2005. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of March 31, 2005, the Company's portfolio consisted of 125 properties comprising approximately 44.1 million square feet, including two properties under construction and one expansion project totaling 0.7 million square feet. The overall percentage of leased space for the 120 properties in service as of March 31, 2005 was 92.0%. Excluding the substantially vacant Old Federal Reserve property, which was sold on April 20, 2005, the in-service portfolio was 92.4% leased.

As discussed in the Company's proxy statement for use in connection with the Company's 2005 annual meeting of stockholders, Alan B. Landis will resign from the Company's Board of Directors effective as of immediately prior to the 2005 annual meeting. In addition, the Company's Board of Directors has nominated Zoë Baird for election as a director at the 2005 annual meeting. As a result, the Company expects that following the 2005 annual meeting, the Company's Board of Directors will continue to consist of ten members, seven of whom qualify as "independent directors" under the rules of the New York Stock Exchange. Ms. Baird is currently the President of the Markle Foundation, a private philanthropy that focuses on using information and communications technologies to address critical public needs, particularly in the areas of health care and national security.

Significant events of the first quarter include:

  • The Company was selected the #1 Real Estate Company in FORTUNE(R) magazine's 2005 List of America's Most Admired Companies for the second consecutive year.
  • On February 8, 2005, the Company, together with an unrelated third party residential developer (collectively, the "Developer"), executed a development agreement with The George Washington University (the "University"). The project will include the development of a site at Pennsylvania Avenue and Washington Circle in Washington, D.C. as a mixed-use project comprising approximately 539,000 net rentable square feet of office, 60,000 net rentable square feet of retail and 250,000 net rentable square feet of residential space pursuant to ground leases to be entered into between the University and the Developer and subject to a rezoning of the site to permit such development. The Company will not have an interest in the development of the residential phase of the project.
  • On February 17, 2005, the Company obtained construction financing totaling $47.2 million collateralized by the Capital Gallery property in Washington, D.C. Capital Gallery is a Class A office property totaling approximately 397,000 net rentable square feet. The purpose of the financing is to fund a portion of the cost of an expansion project at the property. The expansion project entails removing a three-story low-rise section of the property comprised of 100,000 net rentable square feet from in-service status and redeveloping it into a ten-story office building. Upon completion, the total complex size will approximate 610,000 net rentable square feet. The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures in February 2008. The construction financing is with the same lender as the existing mortgage loan collateralized by the property.
  • On February 23, 2005, the Company sold a parcel of land at the Prudential Center located in Boston, Massachusetts, which is expected to be developed as the Mandarin Oriental, a hotel and condominium mixed-use complex, for a net sale price of approximately $31.5 million and an obligation of the buyer to fund an estimated $18.6 million of future improvements to the Prudential Center.
  • On February 28, 2005, the Company sold Decoverly Four and Five, consisting of two undeveloped land parcels located in Rockville, Maryland, for net cash proceeds of approximately $5.3 million.
  • On March 8, 2005, the Company entered into a joint venture with an unrelated third party to develop a build-to-suit Class A office building totaling 318,000 net rentable square feet at 505 9th Street in Washington, D.C. The joint venture partner contributed the land for a 50% interest. Upon commencement of construction on the project, the Company will be required to issue to the joint venture partner common units of partnership interest of the Company's Operating Partnership for the Company's 50% interest. The joint venture subsequently entered into a fifteen year lease with DLA Piper Rudnick Gray Cary US LLP, to occupy 230,000 square feet of the building.
  • On March 11, 2005, a joint venture, in which the Company has an effective ownership interest of approximately 23.9%, obtained construction financing totaling $96.5 million. The financing is collateralized by the Wisconsin Place development project in Chevy Chase, Maryland. Wisconsin Place is a mixed-use development project consisting of office, retail and residential properties. The construction financing bears interest at a variable rate equal to LIBOR plus 1.50% per annum and matures in March 2009 with a one-year extension option.
  • The Company placed-in-service 901 New York Avenue, a 539,000 net rentable square foot Class A office property located in Washington, D.C., in which the Company has a 25% ownership interest. This property is 96% leased.

Transactions completed subsequent to March 31, 2005:

  • On April 4, 2005, the Company executed a contract for the sale of Riverfront Plaza, a 910,000 net rentable square foot Class A office property located in Richmond, Virginia, for approximately $247.1 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 May 2005.
  • On April 4, 2005, the Company executed a contract for the sale of 100 East Pratt Street, a 639,000 net rentable square foot Class A office property located in Baltimore, Maryland, for approximately $207.5 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 May 2005.
  • On April 12, 2005, the Company obtained construction financing totaling $125.0 million collateralized by 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 net rentable square feet of office, research laboratory and retail space plus parking for approximately 800 cars. The construction financing bears interest at a variable rate equal to LIBOR plus 1.25% per annum and matures in April 2007 with a one-year extension option.
  • On April 20, 2005, the Company sold the Old Federal Reserve, a Class A office property totaling approximately 150,000 net rentable square feet located in San Francisco, California, at a sale price of approximately $46.8 million.

EPS and FFO per Share Guidance:

The Company's guidance for the second quarter of 2005 and the full year 2005 for EPS (diluted), FFO per share (diluted) and FFO per share (diluted) after supplemental adjustment is set forth and reconciled below. The reconciliation of projected EPS to projected FFO per share, as provided below, is consistent with the Company's historical computations.

                                    Second Quarter 2005         Full Year 2005
                                         Low -    High          Low -     High
    Projected EPS (diluted)           $ 1.40 -   $1.42        $3.16 -    $3.26

    Add:
        Projected Company Share
         of Real Estate Depreciation
         and Amortization               0.46 -    0.46         1.85 -     1.85
    Less:
        Projected Company Share of
         Gains on Sales of Real
         Estate                         0.94 -    0.94         0.95 -     0.95

    Projected FFO per Share (diluted) $ 0.92 -   $0.94        $4.06 -    $4.16

    Add:
        Projected Company Share
         of Losses from Early
         Extinguishments of Debt
         Associated with the Sales
         of Real Estate                 0.09 -    0.09         0.09 -     0.09

    Projected FFO per Share (diluted)
     after Supplemental Adjustment to
     Exclude Losses from Early
     Extinguishments of Debt
     Associated with the Sales of
     Real Estate                      $ 1.01 -   $1.03        $4.15 -    $4.25

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.

The foregoing estimates also include FFO with a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate. These losses from early extinguishments of debt are incurred when the sale of real estate encumbered by debt requires the Company 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, the Company views the losses from early extinguishments of debt associated with the sales of real estate as an incremental cost of the sale transactions because the Company extinguished the debt in connection with the consummation of the sale transactions and the Company had no intent to extinguish the debt absent such transactions. The Company believes that this supplemental adjustment more appropriately reflects the results of its operations exclusive of the impact of its sale transactions.

Boston Properties will host a conference call tomorrow, April 27, 2005 at 10:00 AM (Eastern Time), open to the general public, to discuss the first quarter 2005 results, the 2005 projections and other related matters. The number to call for this interactive teleconference is (800) 218-9073. A replay of the conference call will be available through May 4, 2005 by dialing (800) 405-2236 and entering the passcode 11027376. 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' first quarter 2005 "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. 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, 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 second quarter and full fiscal year 2005.



                             BOSTON PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     Three months ended
                                                          March 31,
                                                   2005              2004
                                           (in thousands, except for per share
                                                           amounts)
                                                         (unaudited)
     Revenue
      Rental:
        Base rent                                 $278,749          $253,732
        Recoveries from tenants                     43,340            40,581
        Parking and other                           13,925            13,188
          Total rental revenue                     336,014           307,501
      Hotel revenue                                 14,002            13,178
      Development and management services            4,536             3,322
      Interest and other                             1,637             7,528
          Total revenue                            356,189           331,529

     Expenses
      Operating:
        Rental                                     108,601           100,122
        Hotel                                       12,286            11,678
      General and administrative                    14,813            12,600
      Interest                                      79,354            74,305
      Depreciation and amortization                 67,983            56,007
      Losses from early extinguishments of debt        -               6,258
          Total expenses                           283,037           260,970
     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                       73,152            70,559
     Minority interests in property
      partnerships                                   1,652               385
     Income from unconsolidated joint
      ventures                                       1,335             1,377
     Income before minority interest in
      Operating Partnership, gains on
      sales of real estate
      and land held for development and
       discontinued operations                      76,139            72,321
     Minority interest in Operating
      Partnership                                  (15,699)          (17,125)
     Income before gains on sales of real
      estate and land held for
      development and
      discontinued operations                       60,440            55,196
     Gains on sales of real estate, net
      of minority interest                             -               6,698
     Gains on sales of land held for
      development, net of minority
      interest                                       1,208               -
     Income before discontinued
      operations                                    61,648            61,894
     Discontinued operations:
      Income (loss) from discontinued
       operations, net of minority
       interest                                       (406)            1,633
      Gains on sales of real estate from
       discontinued operations, net of
       minority interest                               -               2,521
     Net income available to common
      shareholders                                 $61,242           $66,048

     Basic earnings per common share:
      Income available to common
       shareholders before discontinued
       operations                                    $0.56             $0.61
      Discontinued operations, net of
       minority interest                               -                0.04
      Net income available to common
       shareholders                                  $0.56             $0.65

      Weighted average number of common
       shares outstanding                          110,187           100,890

     Diluted earnings per common share:
      Income available to common
       shareholders before discontinued
       operations                                    $0.55             $0.60
      Discontinued operations, net of
       minority interest                               -                0.04
      Net income available to common
       shareholders                                  $0.55             $0.64
      Weighted average number of common
       and common
        equivalent shares outstanding              112,364           103,490



                             BOSTON PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                   March 31,      December 31,
                                                     2005             2004
                                               (in thousands, except for share
                                                          amounts)
                                                         (unaudited)

                                    ASSETS

    Real estate                                  $9,024,693        $9,033,858
    Development in progress                          66,699            35,063
    Land held for future development                234,010           222,306
    Real estate held for sale, net                   35,217               -
      Less: accumulated depreciation             (1,195,648)       (1,143,369)
             Total real estate                    8,164,971         8,147,858

    Cash and cash equivalents                       209,307           239,344
    Cash held in escrows                             25,613            24,755
    Tenant and other receivables, net of
     allowance for doubtful accounts of
     $2,779 and $2,879, respectively                 27,442            25,500
    Accrued rental income, net of
     allowance of $4,515 and $4,252,
     respectively                                   272,035           251,236
    Deferred charges, net                           255,695           254,950
    Prepaid expenses and other assets                63,073            38,630
    Investments in unconsolidated joint
     ventures                                        79,855            80,955
        Total assets                             $9,097,991        $9,063,228

                     LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
      Mortgage notes payable                     $3,540,242        $3,541,131
      Unsecured senior notes, net of
       discount                                   1,470,774         1,470,683
      Unsecured line of credit                          -                 -
      Accounts payable and accrued
       expenses                                     105,009            94,451
      Dividends and distributions payable            91,259            91,428
      Interest rate contract                            -               1,164
      Accrued interest payable                       41,987            50,670
      Other liabilities                             134,716            91,300
        Total liabilities                         5,383,987         5,340,827

    Commitments and contingencies                       -                 -
    Minority interests                              782,532           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,
       110,521,077 and 110,399,385 shares
       issued and 110,442,177 and
       110,320,485 shares outstanding in
       2005 and 2004, respectively                    1,104             1,103
      Additional paid-in capital                  2,639,806         2,633,980
      Earnings in excess of dividends               314,907           325,452
      Treasury common stock, at cost                 (2,722)           (2,722)
      Unearned compensation                          (6,160)           (6,103)
      Accumulated other comprehensive loss          (15,463)          (15,637)
        Total stockholders' equity                2,931,472         2,936,073
                Total liabilities and
                 stockholders' equity            $9,097,991        $9,063,228



                             BOSTON PROPERTIES, INC.
                           FUNDS FROM OPERATIONS (1)

                                                     Three months ended
                                                          March 31,
                                                    2005              2004
                                           (in thousands, except for per share
                                                          amounts)
                                                        (unaudited)

    Net income available to common
     shareholders                                  $61,242           $66,048

    Add:
      Minority interest in Operating
       Partnership                                  15,699            17,125
    Less:
      Minority interests in property
       partnerships                                  1,652               385
      Income from unconsolidated joint
       ventures                                      1,335             1,377
      Gains on sales of real estate, net
       of minority interest                            -               6,698
      Gains on sales of land held for
       development, net of minority
       interest                                      1,208               -
      Income (loss) from discontinued
       operations, net of minority
       interest                                       (406)            1,633
      Gains on sales of real estate from
       discontinued operations, net of
       minority interest                               -               2,521

    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                        73,152            70,559

    Add:
      Real estate depreciation and
       amortization (2)                             69,540            57,873
      Income (loss) from discontinued operations      (486)            2,047
      Income from unconsolidated joint
       ventures                                      1,335             1,377
    Less:
      Minority interests in property
       partnerships' share of funds from
       operations                                       75              (904)
      Preferred distributions                       (3,280)           (4,385)

    Funds from operations                          140,336           126,567

    Less:
      Minority interest in the Operating
       Partnership's share of funds from
       operations                                   23,035            22,736

    Funds from operations available to
     common shareholders                          $117,301          $103,831

    Our percentage share of funds from
     operations - basic                             83.59%            82.04%

    Weighted average shares outstanding -
     basic                                         110,187           100,890

      FFO per share basic                            $1.06             $1.03

    Weighted average shares outstanding -
     diluted                                       117,721           110,577

      FFO per share diluted                          $1.03             $0.99

    (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.

        FFO should not be considered as an alternative to net income
        (determined in accordance with GAAP) as an indication of our
        performance.  FFO does not represent cash generated from operating
        activities determined in accordance with GAAP and is not a measure of
        liquidity or an indicator of our ability to make cash distributions.
        We believe that to further understand our performance, FFO 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
        $67,983 and $56,007, our share of unconsolidated joint venture real
        estate depreciation and amortization of $1,798 and $1,697 and
        depreciation and amortization from discontinued operations of $179
        and $786, less corporate related depreciation and amortization of
        $420 and $617 for the three months ended March 31, 2005 and 2004,
        respectively.



                             BOSTON PROPERTIES, INC.
                          PORTFOLIO LEASING PERCENTAGES

                                                % Leased by Location
                                         March 31, 2005     December 31, 2004
    Greater Boston                            90.6%               90.2%
    Greater Washington, D.C.                  97.2%               97.9%
    Midtown Manhattan                         96.6%               96.4%
    Baltimore, MD                             90.9%               90.9%
    Richmond, VA                              91.5%               91.3%
    Princeton/East Brunswick, NJ              90.4%               90.2%
    Greater San Francisco                     78.6% (1)           80.3%
           Total Portfolio                    92.0% (1)           92.1%

                                                  % Leased by Type
                                         March 31, 2005     December 31, 2004
    Class A Office Portfolio                  92.2%               92.3%
    Office/Technical Portfolio                97.6%               97.6%
    Industrial Portfolio                       0.0%                0.0%
           Total Portfolio                    92.0%               92.1%

                                    (1) Following the sale of the Old Federal
                                        Reserve, the Greater San Francisco
                                        and the Total Portfolio percentages
                                        leased would have been 81.2% and
                                        92.4%, respectively.

CONTACT
AT THE COMPANY
Michael Walsh
Senior Vice President, Finance
+1-617-236-3410

Kathleen DiChiara
Investor Relations Manager
+1-617-236-3343

AT FINANCIAL RELATIONS BOARD
Marilynn Meek
General Info.
+1-212-827-3773