Boston Properties, Inc. Announces Fourth Quarter 2004 Results

January 25, 2005

Reports diluted FFO per share of $1.05 Reports diluted EPS of $0.56

BOSTON, Jan 25, 2005 /PRNewswire-FirstCall via COMTEX/ -- Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the fourth quarter ended December 31, 2004.

Results for the quarter ended December 31, 2004

Funds from Operations (FFO) for the quarter ended December 31, 2004 were $118.9 million, or $1.09 per share basic and $1.05 per share diluted. This compares to FFO for the quarter ended December 31, 2003 of $106.9 million, or $1.09 per share basic and $1.05 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 109,358,601 and 117,268,572, respectively, for the quarter ended December 31, 2004 and 97,944,897 and 107,187,540, respectively, for the same quarter last year.

Net income available to common shareholders was $62.3 million for the three months ended December 31, 2004, compared to $60.6 million for the same quarter last year. Net income available to common shareholders per share (EPS) for the quarter ended December 31, 2004 was $0.57 basic and $0.56 on a diluted basis. This compares to EPS for the fourth quarter of 2003 of $0.62 basic and $0.61 on a diluted basis.

Results for the year ended December 31, 2004

Funds from Operations (FFO) for the year ended December 31, 2004 were $459.5 million, or $4.32 per share basic and $4.16 per share diluted. This compares to FFO for the year ended December 31, 2003 of $412.1 million, or $4.25 per share basic and $4.09 per share diluted before the application of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. The weighted average number of basic and diluted shares outstanding totaled 106,458,214 and 114,815,522, respectively, for the year ended December 31, 2004 and 96,899,873 and 106,861,317, respectively, for last year.

Net income available to common shareholders was $284.0 million for the year ended December 31, 2004, compared to $365.3 million for last year. Net income available to common shareholders per share (EPS) for the year ended December 31, 2004 was $2.67 basic and $2.61 on a diluted basis. This compares to EPS for the year ended December 31, 2003 of $3.71 basic and $3.65 on a diluted basis. Diluted EPS includes $0.34 and $1.39 related to gains on sales of real estate and discontinued operations for the years ended December 31, 2004 and 2003, 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 and year ended December 31, 2004. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of December 31, 2004, the Company's portfolio consisted of 125 properties comprising approximately 44.1 million square feet, including three properties under construction and one expansion project totaling 1.3 million square feet. The overall percentage of leased space for the 119 properties in service as of December 31, 2004 was 92.1%.

Significant events of the fourth quarter include:

  • On October 25, 2004, the Company formed Boston Properties Office Value-Added Fund, L.P. (the "Value-Added Fund"), which is a strategic partnership with two institutional investors, to pursue the acquisition of value-added investments in non-core office assets within the Company's existing markets. The Company intends to leverage its regional operating platform to source and acquire properties that will generate opportunity for value creation through repositioning, capital improvements and/or leasing strategies. The Value-Added Fund has total equity commitments of $140 million, of which the Company has committed $35 million. Assuming an estimated 65% leverage ratio, the Value-Added Fund is anticipated to have up to $400 million of total investments. The Company will receive asset management, property management, leasing and redevelopment fees and, if certain return thresholds are achieved, will be entitled to an additional promoted interest.
  • On November 1, 2004, the Value-Added Fund completed the acquisition of Worldgate Plaza, a 322,000 square foot office complex located in Herndon, Virginia for a purchase price of approximately $78.2 million. The acquisition was financed with new mortgage indebtedness totaling $57.0 million and approximately $21.2 million in cash, of which the Company's share was $5.3 million. The mortgage financing bears interest at a variable rate equal to LIBOR plus 0.89% per annum and matures in October 2007, with two one-year extension options. Properties held by the Value-Added Fund are not included in the Company's portfolio statistics.
  • On November 8, 2004, a joint-venture, of which the Company owned a 33.33% interest, exercised its right to terminate the purchase agreement to acquire the 21-acre site on the Boston waterfront known as Fan Pier. The venture forfeited its $2.5 million deposit, of which the Company's share was $0.8 million. The Company recognized approximately $1.1 million of general and administrative expense during the quarter consisting of the Company's share of the forfeited deposit of $0.8 million and approximately $0.3 million of related due diligence costs.
  • On December 8, 2004, the Company completed the sale of 560 Forbes Boulevard for approximately $4.0 million. This 40,000 square foot industrial property is located in South San Francisco, California.
  • On December 17, 2004, the Company modified its Dividend Reinvestment and Stock Purchase Plan. Full details of the modified Plan are contained in the Plan prospectus, which was filed with the Securities and Exchange Commission.
  • On December 20, 2004, a joint-venture in which the Company has a 25% interest refinanced the construction loan on its 901 New York Avenue property located in Washington, D.C. The original construction loan had an outstanding balance of $96.7 million, bore interest at LIBOR plus 1.65% per annum, and was scheduled to mature in November 2005. The new mortgage loan totaling $170.0 million bears interest at a fixed rate of 5.19% per annum and matures on January 1, 2015. The new mortgage loan requires interest-only payments for the first three years and requires principal and interest payments based on a 30-year amortization for years four through ten.
EPS and FFO per Share Guidance:

The Company's guidance for the first quarter of 2005 and the full year 2005 for EPS (diluted) and FFO per share (diluted) 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.

First Quarter 2005      Full Year 2005
                                   Low    -    High       Low    -    High
    Projected EPS (diluted)       $0.49   -    $0.51     $2.25   -    $2.40
    Add:
    Projected Company Share of
     Real Estate Depreciation
     and Amortization             $0.46   -    $0.46     $1.85   -    $1.85
    Projected FFO per Share
     (diluted)                    $0.95   -    $0.97     $4.10   -    $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.

Boston Properties will host a conference call tomorrow, January 26, 2005 at 10:00 AM (Eastern Time), open to the general public, to discuss the fourth quarter and full fiscal year 2004 results, the 2005 projections, and other related matters. The number to call for this interactive teleconference is (800) 240-2430. A replay of the conference call will be available through February 2, 2005 by dialing (800) 405-2236 and entering the passcode 11020358. An audio-webcast will also be archived and may be accessed at http://www.bostonproperties.com in the Investors section under the heading Audio Archive.

Additionally, a copy of Boston Properties' fourth quarter 2004 "Supplemental Operating and Financial Data" and this press release are available in the Investors 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 four core markets - Boston, Midtown Manhattan, Washington, D.C. and San Francisco.

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 first quarter and full fiscal year 2005.

BOSTON PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                    Three months ended       Year ended
                                       December 31,          December 31,
                                      2004      2003       2004        2003

                                 (in thousands, except for per share amounts)
                                                   (unaudited)
     Revenue
      Rental:
        Base rent                   $276,216  $256,360  $1,070,806   $999,498
        Recoveries from tenants       41,621    37,834     165,173    155,225
        Parking and other             14,369    12,213      57,313     53,596
          Total rental revenue       332,206   306,407   1,293,292  1,208,319
      Hotel revenue                   24,230    22,082      76,342     70,083
      Development and management
       services                        5,338     4,550      20,464     18,185
      Interest and other                 841       866      10,367      3,033
          Total revenue              362,615   333,905   1,400,465  1,299,620

     Expenses
      Operating:
        Rental                       107,074    98,252     419,022    397,258
        Hotel                         16,961    15,992      55,724     52,250
      General and administrative      15,541    11,749      53,636     45,359
      Interest                        79,378    75,001     306,170    299,436
      Depreciation and amortization   68,735    55,824     252,256    208,490
      Net derivative losses              -         -           -        1,038
      Losses from early
       extinguishments of debt           -         -         6,258      1,474
          Total expenses             287,689   256,818   1,093,066  1,005,305
     Income before minority
      interests in property
      partnerships, income from
      unconsolidated joint ventures,
      minority interest in Operating
      Partnership, gains on sales of
      real estate and other assets
      and discontinued operations     74,926    77,087     307,399    294,315
     Minority interests in property
      partnerships                     1,558       370       4,685      1,827
     Income from unconsolidated
      joint ventures                     664       662       3,380      6,016
     Income before minority interest
      in Operating Partnership, gains
      on sales of real estate and
      other assets and discontinued
      operations                      77,148    78,119     315,464    302,158
     Minority interest in Operating
      Partnership                    (16,000)  (18,676)    (68,174)   (73,777)
     Income before gains on sales
      of real estate and other
      assets and discontinued
      operations                      61,148    59,443     247,290    228,381
     Gains on sales of real estate
      and other assets, net of
      minority interest                  -         -         8,149     57,574
     Income before discontinued
      operations                      61,148    59,443     255,439    285,955
     Discontinued Operations:
      Income from discontinued
       operations, net of minority
       interest                           19     1,149       1,240      6,133
      Gains on sales of real estate
       from discontinued operations,
       net of minority interest        1,087       -        27,338     73,234
     Net income available to common
      shareholders                   $62,254   $60,592    $284,017   $365,322

     Basic earnings per common
      share:
      Income available to common
       shareholders before
       discontinued operations         $0.56     $0.61       $2.40      $2.89
      Discontinued operations, net
       of minority interest             0.01      0.01        0.27       0.82
      Net income available to
       common shareholders             $0.57     $0.62       $2.67      $3.71

      Weighted average number of
       common shares outstanding     109,359    97,945     106,458     96,900

     Diluted earnings per common
      share:
      Income available to common
       shareholders before
       discontinued operations         $0.55     $0.60       $2.35      $2.84
      Discontinued operations, net
       of minority interest             0.01      0.01        0.26       0.81
      Net income available to
       common shareholders             $0.56     $0.61       $2.61      $3.65
      Weighted average number of
       common and common equivalent
       shares outstanding            111,888   100,100     108,762     98,486



                             BOSTON PROPERTIES, INC.
                           CONSOLIDATED BALANCE SHEETS

                                            December 31,      December 31,
                                                2004              2003
                                     (in thousands, except for share amounts)
                                                      (unaudited)
                  ASSETS

    Real estate                             $9,033,858          $8,202,958
    Development in progress                     35,063             542,600
    Land held for future development           222,306             232,098
    Real estate held for sale, net                   -               5,604
      Less: accumulated depreciation        (1,143,369)         (1,001,435)
             Total real estate               8,147,858           7,981,825

    Cash and cash equivalents                  239,344              22,686
    Cash held in escrows                        24,755              21,321
    Tenant and other receivables, net of
     allowance for doubtful accounts of
     $2,879 and $3,157, respectively            25,500              18,425
    Accrued rental income, net of allowance
     of $4,252 and $5,030, respectively        251,236             189,852
    Deferred charges, net                      254,950             188,855
    Prepaid expenses and other assets           38,630              39,350
    Investments in unconsolidated joint
     ventures                                   80,955              88,786
        Total assets                        $9,063,228          $8,551,100

     LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
      Mortgage notes payable                $3,541,131          $3,471,400
      Unsecured senior notes, net of
       discount                              1,470,683           1,470,320
      Unsecured line of credit                       -              63,000
      Accounts payable and accrued expenses     94,451              92,026
      Dividends and distributions payable       91,428              84,569
      Interest rate contracts                    1,164               8,191
      Accrued interest payable                  50,670              50,931
      Other liabilities                         91,300              80,367
        Total liabilities                    5,340,827           5,320,804

    Commitments and contingencies                    -                   -
    Minority interests                         786,328             830,133
    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,
       110,399,385 and 98,309,077 shares
       issued and 110,320,485 and
       98,230,177 shares outstanding in
       2004 and 2003, respectively               1,103                 982
      Additional paid-in capital             2,633,980           2,104,158
      Earnings in excess of dividends          325,452             320,900
      Treasury common stock, at cost            (2,722)             (2,722)
      Unearned compensation                     (6,103)             (6,820)
      Accumulated other comprehensive loss     (15,637)            (16,335)
        Total stockholders' equity           2,936,073           2,400,163
                Total liabilities and
                 stockholders' equity       $9,063,228          $8,551,100



                             BOSTON PROPERTIES, INC.
                            FUNDS FROM OPERATIONS (1)

                                       Three months ended      Year ended
                                          December 31,        December 31,
                                         2004      2003      2004      2003

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

    Net income available to common
     shareholders                       $62,254   $60,592  $284,017  $365,322

    Add:
     Minority interest in Operating
      Partnership                        16,000    18,676    68,174    73,777
    Less:
     Minority interests in property
      partnerships                        1,558       370     4,685     1,827
     Income from unconsolidated joint
      ventures                              664       662     3,380     6,016
     Gains on sales of real estate and
      other assets, net of minority
      interest                              -         -       8,149    57,574
     Income from discontinued
      operations, net of minority
      interest                               19     1,149     1,240     6,133
     Gains on sales of real estate
      from discontinued operations,
      net of minority interest            1,087       -      27,338    73,234

    Income before minority interests
     in property partnerships, income
     from unconsolidated joint ventures,
     minority interest in Operating
     Partnership, gains on sales of
     real estate and other assets and
     discontinued operations             74,926    77,087   307,399   294,315

    Add:
     Real estate depreciation and
      amortization (2)                   69,989    57,500   257,319   216,235
     Income from discontinued
      operations                             64     1,489     1,703     7,804
     Income from unconsolidated joint
      ventures                              664       662     3,380     6,016
     Loss from early extinguishment of
      debt associated with sales of
      real estate                           -         -         -       1,474
    Less:
     Minority interests in property
      partnerships' share of funds
      from operations                       123      (945)     (922)   (3,458)
     Preferred distributions             (3,361)   (4,443)  (15,050)  (21,249)

    Funds from operations               142,405   131,350   553,829   501,137

    Add/(subtract):
     Net derivative losses (SFAS No.
      133)                                  -         -         -       1,038

    Funds from operations before net
     derivative losses (SFAS No. 133)  $142,405  $131,350  $553,829  $502,175

    Less:
     Minority interest in the
      Operating Partnership's share of
      funds from operations              23,514    24,419    94,332    90,102

    Funds from operations available to
     common shareholders before net
     derivative losses (SFAS No. 133)  $118,891  $106,931  $459,497  $412,073

    Our percentage share of funds from
     operations - basic                   83.49%    81.41%    82.97%    82.06%

    Weighted average shares
     outstanding - basic                109,359    97,945   106,458    96,900

     FFO per share basic before net
      derivative losses (SFAS No. 133)    $1.09     $1.09     $4.32     $4.25

     FFO per share basic after net
      derivative losses (SFAS No. 133)    $1.09     $1.09     $4.32     $4.24


    Weighted average shares
     outstanding - diluted              117,269   107,188   114,816   106,861

     FFO per share diluted before net
      derivative losses (SFAS No. 133)    $1.05     $1.05     $4.16     $4.09

     FFO per share diluted after net
      derivative losses (SFAS No. 133)    $1.05     $1.05     $4.16     $4.08

(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 specific and defined supplemental adjustments, including gains or losses on derivative instruments, consisting of changes in fair value and periodic cash settlements, that do not qualify for hedge accounting pursuant to the provisions of SFAS No. 133 (''non-qualifying derivative contracts"). As the impact of the non-qualifying derivative contracts did not extend beyond the quarter ended September 30, 2003, FFO as adjusted for periods ended on and after December 31, 2003 is the same as FFO computed in accordance with the NAREIT definition.

The adjustments for non-qualifying derivative contracts resulted from interest rate contracts we entered into prior to the effective date of SFAS No. 133 to limit our exposure to fluctuations in interest rates with respect to variable rate debt associated with real estate projects under development. Upon transition to SFAS No. 133 on January 1, 2001, the impacts of these contracts were recorded in current earnings, while prior to that time they were capitalized. Although these adjustments are attributable to a single hedging program, the underlying contracts extended over multiple reporting periods and therefore resulted in adjustments from the first quarter of 2001 through the third quarter of 2003. Management presents FFO before the impact of non-qualifying derivative contracts because economically this interest rate hedging program was consistent with our risk management objective of limiting our exposure to interest rate volatility and the change in accounting under GAAP did not correspond to a substantive difference. Management does not currently anticipate structuring future hedging programs in a manner that would give rise to this kind of adjustment.

Management uses FFO principally to evaluate the operating performance of our assets from period to period, and therefore it is important that transactions which impact operations over multiple periods be reflected in FFO in accordance with their substance, even if GAAP requires that the income or loss attributable to the transaction be recorded in a particular period. The resulting adjustments to FFO computed in accordance with the NAREIT definition are particularly meaningful when the events in question are substantively equivalent to other similar transactions, but the reporting of those similar transactions under GAAP more closely matches their economic substance.

Although our FFO as adjusted clearly differs from NAREIT's definition of FFO, as well as 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 non-qualifying derivative contracts, 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. Additionally, we believe the nature of these adjustments is non-recurring because there were not similar events during the two preceding years, and the events were not reasonably likely to recur and did not, in fact, recur within the succeeding two years.

Neither FFO nor FFO as adjusted should be considered as alternatives to net income (determined in accordance with GAAP) as an indication of our performance. Neither FFO nor FFO as adjusted represents 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 $68,735, $55,824, $252,256 and $208,490, our share of unconsolidated joint venture real estate depreciation and amortization of $1,798, $1,874, $6,814 and $8,475 and depreciation and amortization from discontinued operations of $0, $505, $685 and $1,987, less corporate related depreciation and amortization of $544, $703, $2,436 and $2,717 for the three months and year ended December 31, 2004 and 2003, respectively.


                             BOSTON PROPERTIES, INC.
                          PORTFOLIO LEASING PERCENTAGES

                                                 % Leased by Location
                                          December 31, 2004 December 31, 2003
    Greater Boston                               90.2%             88.9%
    Greater Washington, D.C.                     97.9%             95.1%
    Midtown Manhattan                            96.4%             99.4%
    Baltimore, MD                                90.9%             95.1%
    Richmond, VA                                 91.3%             89.2%
    Princeton/East Brunswick, NJ                 90.2%             93.4%
    Greater San Francisco                        80.3%             82.4%
    Bucks County, PA                              N/A             100.0%
            Total Portfolio                      92.1%             92.1%


                                                   % Leased by Type
                                          December 31, 2004 December 31, 2003
    Class A Office Portfolio                     92.3%             92.7%
    Office/Technical Portfolio                   97.6%             89.4%
    Industrial Portfolio                          0.0%             56.6%
            Total Portfolio                      92.1%             92.1%

SOURCE Boston Properties, Inc.

Michael Walsh, Vice President, Finance, +1-617-236-3410, or Kathleen DiChiara, Investor Relations Manager, +1-617-236-3343, both of Boston Properties, Inc.; or Marilynn Meek - General Info., +1-212-827-3773, or Timothy Grace - Media, +1-312-640-6667, both of Financial Relations Board for Boston Properties, Inc.