Boston Properties, Inc. Announces Second Quarter 2006 Results

July 26, 2006
Reports diluted FFO per share of $1.10; Reports diluted EPS of $5.24

BOSTON, July 26 /PRNewswire-FirstCall/ -- Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the second quarter ended June 30, 2006.

Funds from Operations (FFO) for the quarter ended June 30, 2006 were $129.4 million, or $1.14 per share basic and $1.10 per share diluted, after a supplemental adjustment to exclude the loss from early extinguishment of debt associated with the sale of real estate. This compares to FFO for the quarter ended June 30, 2005 of $121.3 million, or $1.10 per share basic and $1.06 per share diluted, after a supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate. Losses from early extinguishments of debt associated with the sales of real estate totaled $0.24 and $0.09 per share basic and $0.22 and $0.08 per share diluted for the quarters ended June 30, 2006 and 2005, respectively. The weighted average number of basic and diluted shares outstanding totaled 113,993,783 and 120,605,194, respectively, for the quarter ended June 30, 2006 and 110,764,403 and 118,460,257, respectively, for the quarter ended June 30, 2005.

Net income available to common shareholders was $626.0 million for the three months ended June 30, 2006, compared to $165.5 million for the quarter ended June 30, 2005. Net income available to common shareholders per share (EPS) for the quarter ended June 30, 2006 was $5.34 basic and $5.24 on a diluted basis. This compares to EPS for the second quarter of 2005 of $1.46 basic and $1.43 on a diluted basis. EPS includes $4.86 and $0.95, on a diluted basis, related to gains on sales of real estate and discontinued operations for the quarters ended June 30, 2006 and 2005, 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 June 30, 2006. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of June 30, 2006, the Company's portfolio consisted of 124 properties comprising approximately 42.1 million square feet, including four properties under construction and one expansion project totaling 1.3 million square feet. The overall percentage of leased space for the 118 properties in service as of June 30, 2006 was 94.4%.

Significant events of the second quarter include:

  • On April 1, 2006, the Company placed-in-service 12290 Sunrise Valley, a 182,000 net rentable square foot Class A office property located in Reston, Virginia. The Company has leased 100% of the space.
  • On April 6, 2006, the Company's Operating Partnership closed an offering of $400 million in aggregate principal amount of its 3.75% exchangeable senior notes due 2036. On May 2, 2006, the Company's Operating Partnership closed an additional $50 million aggregate principal amount of the notes as a result of the underwriter's exercise of its over- allotment option. The notes will be exchangeable into the Company's common stock at an initial exchange rate, subject to adjustment, of 8.9461 shares per $1,000 principal amount of notes (or an initial exchange price of approximately $111.78 per share of common stock) under the circumstances described in the prospectus supplement filed with the Securities and Exchange Commission on April 3, 2006. Noteholders may require the Operating Partnership to purchase the notes at par initially on May 18, 2013 and, after that date, the notes will be redeemable at par at the option of the Operating Partnership under the circumstances described in the prospectus supplement.
  • On April 13, 2006, the Company acquired a parcel of land located in Waltham, Massachusetts for a purchase price of $16.0 million.
  • On May 31, 2006, the Company redeemed the outside members' equity interests in the limited liability company that owns Citigroup Center for an aggregate redemption price of $100 million, with $50 million paid at closing and $25 million to be paid on each of the first and second anniversaries of the closing or, if earlier, in connection with a sale of Citigroup Center. In addition, the parties terminated the existing tax protection agreement.
  • On June 5, 2006, the Company repaid the mortgage loan collateralized by its 191 Spring Street property located in Lexington, Massachusetts totaling approximately $17.9 million using available cash. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 8.50% per annum and was scheduled to mature on September 1, 2006.
  • On June 6, 2006, the Company completed the sale of 280 Park Avenue, a Class A office property of approximately 1,179,000 net rentable square feet located in midtown Manhattan, for approximately $1.2 billion in cash. Net cash proceeds were approximately $850 million, after legal defeasance of indebtedness secured by the property (consisting of approximately $254.4 million of principal indebtedness and approximately $28.2 million of related defeasance costs) and the payment of transfer taxes, broker's fees, revenue support payments and other customary closing costs. As part of the transaction, the buyer has engaged the Company as the property manager and leasing agent for 280 Park Avenue for a one-year term that renews automatically.
  • On June 30, 2006, the Company acquired 303 Almaden Boulevard, a Class A office property with approximately 157,000 net rentable square feet located in San Jose, California, at a purchase price of approximately $45.2 million. The acquisition was financed with available cash.

EPS and FFO per Share Guidance:

The Company's guidance for the third quarter and full year 2006 for EPS (diluted), FFO per share (diluted) and FFO per share (diluted) after a supplemental adjustment is set forth and reconciled below.




                                      Third Quarter 2006      Full Year 2006
                                        Low   -   High        Low   -   High
    Projected EPS (diluted)           $0.59   -  $0.61      $7.04   -  $7.08

    Add:
     Projected Company Share of
      Real Estate Depreciation and
      Amortization                     0.48   -   0.48       1.95   -   1.95
    Less:
     Projected Company Share of
      Gains on Sales of Real Estate       -   -      -       4.91   -   4.91

    Projected FFO per Share
     (diluted)                        $1.07   -  $1.09      $4.08   -  $4.12
    Add:
     Projected Company Share of
      Loss from Early
      Extinguishment of Debt
      Associated with the Sale of
      Real Estate                         -   -      -       0.22   -   0.22
    Projected FFO per Share
     (diluted) after a
     supplemental adjustment to
     exclude Loss from Early
     Extinguishment of Debt
     Associated with the Sale of
     Real Estate                      $1.07   -  $1.09      $4.30   -  $4.34

Except as otherwise noted above, 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. The estimates do not include possible future gains or losses or the impact on operating results from possible future property acquisitions or dispositions. 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 after a supplemental adjustment to exclude the loss from early extinguishment of debt associated with the sale of real estate. This loss from early extinguishment of debt is 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, July 27, 2006 at 10:00 AM (Eastern Time), open to the general public, to discuss the second quarter 2006 results, the 2006 projections and related assumptions, and other related matters. The number to call for this interactive teleconference is (800) 240-5318. A replay of the conference call will be available through August 3, 2006 by dialing (800) 405-2236 and entering the passcode 11065141, or as a podcast on the Company's website, http://www.bostonproperties.com, shortly after the call. An audio-webcast will also be archived and may be accessed in the Investor Relations section of the Company's website under the heading Events & Webcasts.

Additionally, a copy of Boston Properties' second quarter 2006 "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 two hotels. 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 effects of acquisitions and dispositions, including possible impairment charges, 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 third quarter and full fiscal year 2006.



                             BOSTON PROPERTIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                       Three months ended   Six months ended
                                             June 30,           June 30,
                                         2006      2005      2006      2005

                                  (in thousands, except for per share amounts)
                                                    (unaudited)
      Revenue
        Rental:
          Base rent                    $277,155  $277,359  $553,553  $556,107
          Recoveries from tenants        45,506    41,836    92,699    85,173
          Parking and other              14,219    14,121    28,048    28,046
            Total rental revenue        336,880   333,316   674,300   669,326
        Hotel revenue                    19,674    17,566    32,017    29,662
        Development and management
         services                         5,230     4,137     9,606     8,673
        Interest and other                8,565     2,916    10,530     4,547
            Total revenue               370,349   357,935   726,453   712,208

      Expenses
        Operating:
          Rental                        110,232   106,455   222,846   214,939
          Hotel                          12,770    12,495    24,247    23,304
        General and administrative       15,796    14,252    30,438    29,065
        Interest                         78,449    78,233   153,266   157,587
        Depreciation and amortization    67,912    67,026   134,759   134,822
        Losses from early
         extinguishments of debt         31,457    12,896    31,924    12,896
            Total expenses              316,616   291,357   597,480   572,613
      Income before minority interest
       in property partnership, income
       from
       unconsolidated joint ventures,
       minority interest in
       Operating Partnership,
        gains on sales of real estate
        and discontinued operations      53,733    66,578   128,973   139,595
      Minority interest in property
       partnership                          777     1,472     2,013     3,124
      Income from unconsolidated joint
       ventures                           1,677       847     2,967     2,182
      Income before minority interest
       in Operating Partnership, gains
       on sales of real estate and
       discontinued operations           56,187    68,897   133,953   144,901
      Minority interest in Operating
       Partnership                      (11,758)  (14,596)  (27,193)  (30,282)
      Income before gains on sales of
       real estate and discontinued
       operations                        44,429    54,301   106,760   114,619
      Gains on sales of real estate,
       net of minority interest         581,604   102,073   586,145   103,281
      Income before discontinued
       operations                       626,033   156,374   692,905   217,900
      Discontinued operations:
        Income from discontinued
         operations, net of minority
         interest                             -       727         -       435
        Gains on sales of real estate
         from discontinued operations,
         net of
          minority interest                   -     8,389         -     8,389
      Net income available to common
       shareholders                    $626,033  $165,490  $692,905  $226,724

      Basic earnings per common share:
        Income available to common
         shareholders before
         discontinued
          operations                      $5.34     $1.38     $5.96     $1.94
        Discontinued operations, net
         of minority interest                 -      0.08         -      0.08
        Net income available to common
         shareholders                     $5.34     $1.46     $5.96     $2.02

        Weighted average number of
         common shares outstanding      113,994   110,764   113,255   110,477

      Diluted earnings per common
       share:
        Income available to common
         shareholders before
         discontinued
          operations                      $5.24     $1.35     $5.83     $1.90
        Discontinued operations, net
         of minority interest                 -      0.08         -      0.08
        Net income available to common
         shareholders                     $5.24     $1.43     $5.83     $1.98
        Weighted average number of
         common and common
          equivalent shares
           outstanding                  116,176   113,103   115,669   112,740



                             BOSTON PROPERTIES, INC.
                          CONSOLIDATED  BALANCE SHEETS



                                                 June 30,        December 31,
                                                   2006              2005

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

    Real estate                                 $8,698,493        $8,724,954
    Construction in progress                        78,926           177,576
    Land held for future development               222,519           248,645
      Less: accumulated depreciation            (1,314,472)       (1,265,073)
             Total real estate                   7,685,466         7,886,102

    Cash and cash equivalents                      370,396           261,496
    Cash held in escrows                           894,244            25,618
    Tenant and other receivables, net of
     allowance for doubtful accounts of
     $2,556 and $2,519, respectively                35,814            52,668
    Accrued rental income, net of
     allowance of $1,008 and $2,638,
     respectively                                  298,306           302,356
    Deferred charges, net                          250,154           242,660
    Prepaid expenses and other assets               79,174            41,261
    Investments in unconsolidated joint
     ventures                                       96,962            90,207
        Total assets                            $9,710,516        $8,902,368

                    LIABILITIES AND STOCKHOLDERS' EQUITY

    Liabilities:
      Mortgage notes payable                    $2,912,135        $3,297,192
      Unsecured senior notes, net of
       discount                                  1,471,266         1,471,062
      Unsecured exchangeable senior notes          450,000                 -
      Unsecured line of credit                           -            58,000
      Accounts payable and accrued
       expenses                                     90,390           109,823
      Dividends and distributions payable           95,839           107,643
      Accrued interest payable                      50,175            47,911
      Other liabilities                            246,042           154,123
        Total liabilities                        5,315,847         5,245,754

    Commitments and contingencies                        -                 -
    Minority interests                             824,924           739,268
    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,
       114,298,348 and
       112,621,162 shares issued and
       114,219,448 and 112,542,262
       shares outstanding in
       2006 and 2005, respectively                   1,142             1,125
      Additional paid-in capital                 2,831,119         2,745,719
      Earnings in excess of dividends              720,623           182,105
      Treasury common stock, at cost                (2,722)           (2,722)
      Accumulated other comprehensive
       income (loss)                                19,583            (8,881)
        Total stockholders' equity               3,569,745         2,917,346
                Total liabilities and
                 stockholders' equity           $9,710,516        $8,902,368



                             BOSTON PROPERTIES, INC.
                            FUNDS FROM OPERATIONS (1)

                                       Three months ended    Six months ended
                                             June 30,            June 30,
                                         2006      2005      2006      2005

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

    Net income available to common
     shareholders                      $626,033  $165,490  $692,905  $226,724

    Add:
      Minority interest in Operating
       Partnership                       11,758    14,596    27,193    30,282
    Less:
      Minority interest in property
       partnership                          777     1,472     2,013     3,124
      Income from unconsolidated joint
       ventures                           1,677       847     2,967     2,182
      Gains on sales of real estate,
       net of minority interest         581,604   102,073   586,145   103,281
      Income from discontinued
       operations, net of minority
       interest                               -       727         -       435
      Gains on sales of real estate
       from discontinued operations,
       net of minority interest               -     8,389         -     8,389

    Income before minority interest in
     property partnership, income from
     unconsolidated joint ventures,
     minority interest in Operating
     Partnership, gains on
     sales of real estate and
     discontinued operations             53,733    66,578   128,973   139,595

    Add:
      Real estate depreciation and
       amortization (2)                  69,773    69,247   138,447   138,787
      Income from discontinued
       operations                             -       871         -       520
      Income from unconsolidated joint
       ventures                           1,677       847     2,967     2,182
    Less:
      Minority interest in property
       partnership's share of funds
       from operations                      211       106       479        31
      Preferred distributions             2,965     3,340     6,075     6,620

    Funds from operations (FFO)         122,007   134,097   263,833   274,433

    Add:
      Losses from early
       extinguishments of debt
       associated with the sales of
       real estate                       31,444    11,041    31,444    11,041

    Funds from operations after a
     supplemental adjustment to
     exclude losses from early
     extinguishments of debt
     associated with the sales of
     real estate                        153,451   145,138   295,277   285,474
    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            24,061    23,829    46,688    46,864

    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                       $129,390  $121,309  $248,589  $238,610

    Our percentage share of funds from
     operations - basic                   84.32%    83.58%    84.19%    83.58%

    Weighted average shares
     outstanding - basic                113,994   110,764   113,255   110,477

      FFO per share basic after a
       supplemental adjustment to
       exclude losses from
       early extinguishments of debt
       associated with the sales of
       real estate                        $1.14     $1.10     $2.19     $2.16

      FFO per share basic                 $0.90     $1.01     $1.96     $2.08

    Weighted average shares
     outstanding - diluted              120,605   118,460   120,312   118,098

      FFO per share diluted after a
       supplemental adjustment to
       exclude losses from
       early extinguishments of debt
       associated with the sales of
       real estate                        $1.10     $1.06     $2.13     $2.09

      FFO per share diluted               $0.88     $0.98     $1.91     $2.01

        (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
            $67,912, $67,026, $134,759 and $134,822, our share of
            unconsolidated joint venture real estate depreciation and
            amortization of $2,280, $2,394, $4,584 and $4,192 and depreciation
            and amortization from discontinued operations of $0, $193, $0 and
            $559, less corporate related depreciation and amortization of
            $419, $366, $896 and $786 for the three months and six months
            ended June 30, 2006 and 2005, respectively.


                             BOSTON PROPERTIES, INC.
                          PORTFOLIO LEASING PERCENTAGES

                                                  % Leased by Location
                                           June 30, 2006    December 31, 2005
    Greater Boston                                  93.0%                89.9%
    Greater Washington, D.C.                        96.7%                97.2%
    Midtown Manhattan                               99.7%                98.3%
    Princeton/East Brunswick, NJ                    86.5%                86.9%
    Greater San Francisco                           88.6%                90.8%
            Total Portfolio                         94.4%                93.8%

                                                    % Leased by Type
                                            June 30, 2006   December 31, 2005
    Class A Office Portfolio                         94.2%               93.7%
    Office/Technical Portfolio                       97.9%               97.6%

CONTACT:
Michael Walsh,
Senior Vice President, Finance
1-617-236-3410

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

Both of Boston Properties, Inc.

Marilynn Meek
General Info.
1-212-827-3773
Financial Relations Board for Boston Properties, Inc.