Price Graph
Price
Yield
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Boston Properties, Inc.
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Delaware
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04-2473675
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Boston Properties Limited Partnership
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Delaware
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04-3372948
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Securities registered pursuant to Section 12(b) of the Act:
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Registrant
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Boston Properties, Inc.
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Common Stock, par value $0.01 per share
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BXP
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New York Stock Exchange
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Boston Properties, Inc.
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Depository Shares Each Representing 1/100th of a share of 5.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
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BXP PRB
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New York Stock Exchange
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Boston Properties, Inc.
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Common Stock, par value $0.01 per share
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154,519,867
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(Registrant)
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(Class)
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(Outstanding on May 2, 2019)
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•
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enhances investors’ understanding of BXP and BPLP by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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•
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eliminates duplicative disclosure and provides a more concise and readable presentation because a substantial portion of the disclosure applies to both BXP and BPLP; and
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•
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creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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•
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Item 1. Financial Statements (unaudited), which includes the following specific disclosures for BXP and BPLP:
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•
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable; and
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•
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Item 2. Liquidity and Capital Resources includes separate reconciliations of amounts to each entity’s financial statements, where applicable.
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Page
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ITEM 1.
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Boston Properties, Inc.
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Boston Properties Limited Partnership
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Boston Properties, Inc. and Boston Properties Limited Partnership
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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BOSTON PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, 2019
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December 31, 2018
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(in thousands, except for share and par value amounts)
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ASSETS
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Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,511,727 and $7,481,015 at March 31, 2019 and December 31, 2018, respectively)
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$
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21,741,265
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$
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21,649,896
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Right of use assets - finance leases (amount related to VIEs of $21,000 at March 31, 2019)
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187,292
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—
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Right of use assets - operating leases
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151,166
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—
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Less: accumulated depreciation (amounts related to VIEs of $(999,691) and $(965,500) at March 31, 2019 and December 31, 2018, respectively)
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(4,962,959
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)
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(4,897,777
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)
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Total real estate
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17,116,764
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16,752,119
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Cash and cash equivalents (amounts related to VIEs of $254,299 and $296,806 at March 31, 2019 and December 31, 2018, respectively)
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360,091
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543,359
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Cash held in escrows
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72,207
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95,832
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Investments in securities
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32,052
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28,198
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Tenant and other receivables (amounts related to VIEs of $15,782 and $15,519 at March 31, 2019 and December 31, 2018, respectively)
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92,462
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86,629
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Note receivable
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19,593
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19,468
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Related party note receivable
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80,000
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80,000
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Accrued rental income (amounts related to VIEs of $280,952 and $272,466 at March 31, 2019 and December 31, 2018, respectively)
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954,063
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934,896
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Deferred charges, net (amounts related to VIEs of $254,172 and $263,402 at March 31, 2019 and December 31, 2018, respectively)
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666,320
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678,724
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Prepaid expenses and other assets (amounts related to VIEs of $56,027 and $26,513 at March 31, 2019 and December 31, 2018, respectively)
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131,472
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80,943
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Investments in unconsolidated joint ventures
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976,580
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956,309
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Total assets
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$
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20,501,604
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$
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20,256,477
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LIABILITIES AND EQUITY
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Liabilities:
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Mortgage notes payable, net (amounts related to VIEs of $2,926,760 and $2,929,326 at March 31, 2019 and December 31, 2018, respectively)
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$
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2,959,908
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$
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2,964,572
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Unsecured senior notes, net
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7,547,043
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7,544,697
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Unsecured line of credit
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—
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—
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Unsecured term loan, net
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498,607
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498,488
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Lease liabilities - finance leases (amount related to VIEs of $20,067 at March 31, 2019)
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173,123
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—
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Lease liabilities - operating leases
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199,653
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—
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Accounts payable and accrued expenses (amounts related to VIEs of $79,984 and $75,786 at March 31, 2019 and December 31, 2018, respectively)
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328,885
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276,645
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Dividends and distributions payable
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165,352
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165,114
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Accrued interest payable
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89,171
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89,267
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Other liabilities (amounts related to VIEs of $182,729 and $200,344 at March 31, 2019 and December 31, 2018, respectively)
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369,575
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503,726
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Total liabilities
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12,331,317
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12,042,509
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Commitments and contingencies
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—
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—
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Equity:
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Stockholders’ equity attributable to Boston Properties, Inc.:
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BOSTON PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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||||||||
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March 31, 2019
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December 31, 2018
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||||
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(in thousands, except for share and par value amounts)
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||||||
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Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding
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—
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—
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Preferred stock, $0.01 par value, 50,000,000 shares authorized;
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5.25% Series B cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding at March 31, 2019 and December 31, 2018
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200,000
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200,000
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Common stock, $0.01 par value, 250,000,000 shares authorized, 154,594,386 and 154,537,378 issued and 154,515,486 and 154,458,478 outstanding at March 31, 2019 and December 31, 2018, respectively
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1,545
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1,545
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Additional paid-in capital
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6,414,612
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6,407,623
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Dividends in excess of earnings
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(728,083
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(675,534
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)
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Treasury common stock at cost, 78,900 shares at March 31, 2019 and December 31, 2018
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(2,722
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(2,722
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)
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Accumulated other comprehensive loss
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(48,734
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)
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(47,741
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)
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Total stockholders’ equity attributable to Boston Properties, Inc.
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5,836,618
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5,883,171
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Noncontrolling interests:
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||||
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Common units of Boston Properties Limited Partnership
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623,061
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619,352
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Property partnerships
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1,710,608
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1,711,445
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Total equity
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8,170,287
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8,213,968
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Total liabilities and equity
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$
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20,501,604
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$
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20,256,477
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Three months ended March 31,
|
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2019
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2018
|
||||
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(in thousands, except for per share amounts)
|
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Revenue
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|
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Lease
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$
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679,251
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$
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—
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Base rent
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—
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519,507
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Recoveries from tenants
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—
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95,118
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Parking and other
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24,906
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26,134
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Hotel revenue
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8,938
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9,102
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Development and management services
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9,277
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8,405
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Direct reimbursements of payroll and related costs from management services contracts
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3,395
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2,885
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Total revenue
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725,767
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661,151
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Expenses
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|
||||
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Operating
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Rental
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257,517
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240,329
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Hotel
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7,863
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8,073
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General and administrative
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41,762
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35,894
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Payroll and related costs from management services contracts
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3,395
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2,885
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Transaction costs
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460
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21
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Depreciation and amortization
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164,594
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165,797
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Total expenses
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475,591
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452,999
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Other income (expense)
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|
||||
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Income from unconsolidated joint ventures
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213
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461
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(Losses) gains on sales of real estate
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(905
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)
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96,397
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Interest and other income
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3,753
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1,648
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Gains (losses) from investments in securities
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2,969
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(126
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)
|
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Impairment loss
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(24,038
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)
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—
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Interest expense
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(101,009
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)
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(90,220
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)
|
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Net income
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131,159
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216,312
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Net income attributable to noncontrolling interests
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|
||||
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Noncontrolling interests in property partnerships
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(18,830
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)
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(17,234
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)
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Noncontrolling interest—common units of Boston Properties Limited Partnership
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(11,599
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)
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(20,432
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)
|
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Net income attributable to Boston Properties, Inc.
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100,730
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178,646
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Preferred dividends
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(2,625
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)
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(2,625
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)
|
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Net income attributable to Boston Properties, Inc. common shareholders
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$
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98,105
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$
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176,021
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Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
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Net income
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$
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0.63
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$
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1.14
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Weighted average number of common shares outstanding
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154,525
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|
154,385
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Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
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Net income
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$
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0.63
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$
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1.14
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Weighted average number of common and common equivalent shares outstanding
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154,844
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154,705
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Three months ended March 31,
|
||||||
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2019
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2018
|
||||
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(in thousands)
|
||||||
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Net income
|
$
|
131,159
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$
|
216,312
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Other comprehensive income (loss):
|
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|
||||
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Effective portion of interest rate contracts
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(2,628
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)
|
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—
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Amortization of interest rate contracts (1)
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1,666
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1,666
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Other comprehensive income (loss)
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(962
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)
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1,666
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Comprehensive income
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130,197
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217,978
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|
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Net income attributable to noncontrolling interests
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(30,429
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)
|
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(37,666
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)
|
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Other comprehensive income attributable to noncontrolling interests
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(31
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)
|
|
(299
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)
|
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Comprehensive income attributable to Boston Properties, Inc.
|
$
|
99,737
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|
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$
|
180,013
|
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Common Stock
|
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Preferred Stock
|
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Additional Paid-in Capital
|
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Dividends in Excess of Earnings
|
|
Treasury Stock, at cost
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests - Common Units
|
|
Noncontrolling Interests - Property Partnerships
|
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Total
|
|||||||||||||||||||||
|
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Shares
|
|
Amount
|
|
|
|||||||||||||||||||||||||||||||||
|
Equity, December 31, 2018
|
154,458
|
|
|
$
|
1,545
|
|
|
$
|
200,000
|
|
|
$
|
6,407,623
|
|
|
$
|
(675,534
|
)
|
|
$
|
(2,722
|
)
|
|
$
|
(47,741
|
)
|
|
$
|
619,352
|
|
|
$
|
1,711,445
|
|
|
$
|
8,213,968
|
|
|
Cumulative effect of a change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,864
|
)
|
|
—
|
|
|
—
|
|
|
(445
|
)
|
|
(70
|
)
|
|
(4,379
|
)
|
|||||||||
|
Redemption of operating partnership units to common stock
|
14
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(492
|
)
|
|
—
|
|
|
—
|
|
|||||||||
|
Allocated net income for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,730
|
|
|
—
|
|
|
—
|
|
|
11,599
|
|
|
18,830
|
|
|
131,159
|
|
|||||||||
|
Dividends/distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,415
|
)
|
|
—
|
|
|
—
|
|
|
(17,185
|
)
|
|
—
|
|
|
(166,600
|
)
|
|||||||||
|
Shares issued pursuant to stock purchase plan
|
4
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|||||||||
|
Net activity from stock option and incentive plan
|
39
|
|
|
—
|
|
|
—
|
|
|
3,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,410
|
|
|
—
|
|
|
16,469
|
|
|||||||||
|
Contributions from noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,387
|
|
|
4,387
|
|
|||||||||
|
Distributions to noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,128
|
)
|
|
(24,128
|
)
|
|||||||||
|
Effective portion of interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,359
|
)
|
|
(269
|
)
|
|
—
|
|
|
(2,628
|
)
|
|||||||||
|
Amortization of interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,366
|
|
|
156
|
|
|
144
|
|
|
1,666
|
|
|||||||||
|
Reallocation of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
3,065
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,065
|
)
|
|
—
|
|
|
—
|
|
|||||||||
|
Equity, March 31, 2019
|
154,515
|
|
|
$
|
1,545
|
|
|
$
|
200,000
|
|
|
$
|
6,414,612
|
|
|
$
|
(728,083
|
)
|
|
$
|
(2,722
|
)
|
|
$
|
(48,734
|
)
|
|
$
|
623,061
|
|
|
$
|
1,710,608
|
|
|
$
|
8,170,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Equity, December 31, 2017
|
154,325
|
|
|
$
|
1,543
|
|
|
$
|
200,000
|
|
|
$
|
6,377,908
|
|
|
$
|
(712,343
|
)
|
|
$
|
(2,722
|
)
|
|
$
|
(50,429
|
)
|
|
$
|
604,739
|
|
|
$
|
1,683,760
|
|
|
$
|
8,102,456
|
|
|
Cumulative effect of a change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,933
|
|
|
—
|
|
|
—
|
|
|
563
|
|
|
—
|
|
|
5,496
|
|
|||||||||
|
Redemption of operating partnership units to common stock
|
24
|
|
|
1
|
|
|
—
|
|
|
831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
—
|
|
|
—
|
|
|||||||||
|
Allocated net income for the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,646
|
|
|
—
|
|
|
—
|
|
|
20,432
|
|
|
17,234
|
|
|
216,312
|
|
|||||||||
|
Dividends/distributions declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,115
|
)
|
|
—
|
|
|
—
|
|
|
(14,351
|
)
|
|
—
|
|
|
(140,466
|
)
|
|||||||||
|
Shares issued pursuant to stock purchase plan
|
3
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|||||||||
|
Net activity from stock option and incentive plan
|
10
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,805
|
|
|
—
|
|
|
13,620
|
|
|||||||||
|
Contributions from noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,267
|
|
|
15,267
|
|
|||||||||
|
Distributions to noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,690
|
)
|
|
(30,690
|
)
|
|||||||||
|
Amortization of interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,367
|
|
|
155
|
|
|
144
|
|
|
1,666
|
|
|||||||||
|
Reallocation of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
5,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,164
|
)
|
|
—
|
|
|
—
|
|
|||||||||
|
Equity, March 31, 2018
|
154,362
|
|
|
$
|
1,544
|
|
|
$
|
200,000
|
|
|
$
|
6,384,147
|
|
|
$
|
(654,879
|
)
|
|
$
|
(2,722
|
)
|
|
$
|
(49,062
|
)
|
|
$
|
619,347
|
|
|
$
|
1,685,715
|
|
|
$
|
8,184,090
|
|
|
|
For the three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
131,159
|
|
|
$
|
216,312
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
164,594
|
|
|
165,797
|
|
||
|
Amortization of right of use assets - operating leases
|
605
|
|
|
—
|
|
||
|
Impairment loss
|
24,038
|
|
|
—
|
|
||
|
Non-cash compensation expense
|
15,050
|
|
|
14,772
|
|
||
|
Income from unconsolidated joint ventures
|
(213
|
)
|
|
(461
|
)
|
||
|
Distributions of net cash flow from operations of unconsolidated joint ventures
|
2,650
|
|
|
847
|
|
||
|
(Gains) losses from investments in securities
|
(2,969
|
)
|
|
126
|
|
||
|
Non-cash portion of interest expense
|
5,447
|
|
|
5,299
|
|
||
|
Losses (gains) on sales of real estate
|
905
|
|
|
(96,397
|
)
|
||
|
Change in assets and liabilities:
|
|
|
|
||||
|
Tenant and other receivables, net
|
(14,000
|
)
|
|
22,790
|
|
||
|
Note receivable
|
(125
|
)
|
|
—
|
|
||
|
Accrued rental income, net
|
(15,570
|
)
|
|
(26,319
|
)
|
||
|
Prepaid expenses and other assets
|
(68,554
|
)
|
|
(66,968
|
)
|
||
|
Lease liabilities - operating leases
|
370
|
|
|
—
|
|
||
|
Accounts payable and accrued expenses
|
258
|
|
|
(13,913
|
)
|
||
|
Accrued interest payable
|
(160
|
)
|
|
12,399
|
|
||
|
Other liabilities
|
(17,831
|
)
|
|
23,089
|
|
||
|
Tenant leasing costs
|
(18,420
|
)
|
|
(31,595
|
)
|
||
|
Total adjustments
|
76,075
|
|
|
9,466
|
|
||
|
Net cash provided by operating activities
|
207,234
|
|
|
225,778
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisition of real estate
|
(43,061
|
)
|
|
—
|
|
||
|
Construction in progress
|
(85,632
|
)
|
|
(150,060
|
)
|
||
|
Building and other capital improvements
|
(32,719
|
)
|
|
(53,550
|
)
|
||
|
Tenant improvements
|
(54,242
|
)
|
|
(47,157
|
)
|
||
|
Proceeds from sales of real estate
|
20,019
|
|
|
116,120
|
|
||
|
Capital contributions to unconsolidated joint ventures
|
(26,995
|
)
|
|
(48,823
|
)
|
||
|
Investments in securities, net
|
(885
|
)
|
|
(318
|
)
|
||
|
Net cash used in investing activities
|
(223,515
|
)
|
|
(183,788
|
)
|
||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
BOSTON PROPERTIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|||||||
|
|
For the three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Repayments of mortgage notes payable
|
(5,645
|
)
|
|
(5,333
|
)
|
||
|
Borrowings on unsecured line of credit
|
50,000
|
|
|
260,000
|
|
||
|
Repayments of unsecured line of credit
|
(50,000
|
)
|
|
(190,000
|
)
|
||
|
Payments on finance lease obligations
|
(470
|
)
|
|
—
|
|
||
|
Payments on capital lease obligations
|
—
|
|
|
(3
|
)
|
||
|
Payments on real estate financing transactions
|
—
|
|
|
(444
|
)
|
||
|
Deferred financing costs
|
(186
|
)
|
|
(16
|
)
|
||
|
Net proceeds from equity transactions
|
1,792
|
|
|
(723
|
)
|
||
|
Dividends and distributions
|
(166,362
|
)
|
|
(140,288
|
)
|
||
|
Contributions from noncontrolling interests in property partnerships
|
4,387
|
|
|
15,267
|
|
||
|
Distributions to noncontrolling interests in property partnerships
|
(24,128
|
)
|
|
(30,690
|
)
|
||
|
Net cash used in financing activities
|
(190,612
|
)
|
|
(92,230
|
)
|
||
|
Net decrease in cash and cash equivalents and cash held in escrows
|
(206,893
|
)
|
|
(50,240
|
)
|
||
|
Cash and cash equivalents and cash held in escrows, beginning of period
|
639,191
|
|
|
505,369
|
|
||
|
Cash and cash equivalents and cash held in escrows, end of period
|
$
|
432,298
|
|
|
$
|
455,129
|
|
|
|
|
|
|
||||
|
Reconciliation of cash and cash equivalents and cash held in escrows:
|
|
|
|
||||
|
Cash and cash equivalents, beginning of period
|
$
|
543,359
|
|
|
$
|
434,767
|
|
|
Cash held in escrows, beginning of period
|
95,832
|
|
|
70,602
|
|
||
|
Cash and cash equivalents and cash held in escrows, beginning of period
|
$
|
639,191
|
|
|
$
|
505,369
|
|
|
|
|
|
|
||||
|
Cash and cash equivalents, end of period
|
$
|
360,091
|
|
|
$
|
294,571
|
|
|
Cash held in escrows, end of period
|
72,207
|
|
|
160,558
|
|
||
|
Cash and cash equivalents and cash held in escrows, end of period
|
$
|
432,298
|
|
|
$
|
455,129
|
|
|
|
|
|
|
||||
|
Supplemental disclosures:
|
|
|
|
||||
|
Cash paid for interest
|
$
|
107,094
|
|
|
$
|
89,412
|
|
|
Interest capitalized
|
$
|
11,813
|
|
|
$
|
17,378
|
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
|
Write-off of fully depreciated real estate
|
$
|
(31,640
|
)
|
|
$
|
(29,609
|
)
|
|
Additions to real estate included in accounts payable and accrued expenses
|
$
|
49,689
|
|
|
$
|
35,245
|
|
|
Real estate acquired through finance lease
|
$
|
122,563
|
|
|
$
|
—
|
|
|
Dividends and distributions declared but not paid
|
$
|
165,352
|
|
|
$
|
139,218
|
|
|
Conversions of noncontrolling interests to stockholders’ equity
|
$
|
492
|
|
|
$
|
832
|
|
|
Issuance of restricted securities to employees
|
$
|
37,428
|
|
|
$
|
36,433
|
|
|
BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
||||||||
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
(in thousands, except for unit amounts)
|
||||||
|
ASSETS
|
|
|
|
|
||||
|
Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,511,727 and $7,481,015 at March 31, 2019 and December 31, 2018, respectively)
|
|
$
|
21,345,264
|
|
|
$
|
21,251,540
|
|
|
Right of use assets - finance leases (amount related to VIEs of $21,000 at March 31, 2019)
|
|
187,292
|
|
|
—
|
|
||
|
Right of use assets - operating leases
|
|
151,166
|
|
|
—
|
|
||
|
Less: accumulated depreciation (amounts related to VIEs of $(999,691) and $(965,500) at March 31, 2019 and December 31, 2018, respectively)
|
|
(4,864,334
|
)
|
|
(4,800,475
|
)
|
||
|
Total real estate
|
|
16,819,388
|
|
|
16,451,065
|
|
||
|
Cash and cash equivalents (amounts related to VIEs of $254,299 and $296,806 at March 31, 2019 and December 31, 2018, respectively)
|
|
360,091
|
|
|
543,359
|
|
||
|
Cash held in escrows
|
|
72,207
|
|
|
95,832
|
|
||
|
Investments in securities
|
|
32,052
|
|
|
28,198
|
|
||
|
Tenant and other receivables (amounts related to VIEs of $15,782 and $15,519 at March 31, 2019 and December 31, 2018, respectively)
|
|
92,462
|
|
|
86,629
|
|
||
|
Note receivable
|
|
19,593
|
|
|
19,468
|
|
||
|
Related party note receivable
|
|
80,000
|
|
|
80,000
|
|
||
|
Accrued rental income (amounts related to VIEs of $280,952 and $272,466 at March 31, 2019 and December 31, 2018, respectively)
|
|
954,063
|
|
|
934,896
|
|
||
|
Deferred charges, net (amounts related to VIEs of $254,172 and $263,402 at March 31, 2019 and December 31, 2018, respectively)
|
|
666,320
|
|
|
678,724
|
|
||
|
Prepaid expenses and other assets (amounts related to VIEs of $56,027 and $26,513 at March 31, 2019 and December 31, 2018, respectively)
|
|
131,472
|
|
|
80,943
|
|
||
|
Investments in unconsolidated joint ventures
|
|
976,580
|
|
|
956,309
|
|
||
|
Total assets
|
|
$
|
20,204,228
|
|
|
$
|
19,955,423
|
|
|
LIABILITIES AND CAPITAL
|
|
|
|
|
||||
|
Liabilities:
|
|
|
|
|
||||
|
Mortgage notes payable, net (amounts related to VIEs of $2,926,760 and $2,929,326 at March 31, 2019 and December 31, 2018, respectively)
|
|
$
|
2,959,908
|
|
|
$
|
2,964,572
|
|
|
Unsecured senior notes, net
|
|
7,547,043
|
|
|
7,544,697
|
|
||
|
Unsecured line of credit
|
|
—
|
|
|
—
|
|
||
|
Unsecured term loan, net
|
|
498,607
|
|
|
498,488
|
|
||
|
Lease liabilities - finance leases (amount related to VIEs of $20,067 at March 31, 2019)
|
|
173,123
|
|
|
—
|
|
||
|
Lease liabilities - operating leases
|
|
199,653
|
|
|
—
|
|
||
|
Accounts payable and accrued expenses (amounts related to VIEs of $79,984 and $75,786 at March 31, 2019 and December 31, 2018, respectively)
|
|
328,885
|
|
|
276,645
|
|
||
|
Distributions payable
|
|
165,352
|
|
|
165,114
|
|
||
|
Accrued interest payable
|
|
89,171
|
|
|
89,267
|
|
||
|
Other liabilities (amounts related to VIEs of $182,729 and $200,344 at March 31, 2019 and December 31, 2018, respectively)
|
|
369,575
|
|
|
503,726
|
|
||
|
Total liabilities
|
|
12,331,317
|
|
|
12,042,509
|
|
||
|
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
|
Noncontrolling interests:
|
|
|
|
|
||||
|
Redeemable partnership units—16,844,947 and 16,783,558 common units and 1,187,919 and 991,577 long term incentive units outstanding at redemption value at March 31, 2019 and December 31, 2018, respectively
|
|
2,414,240
|
|
|
2,000,591
|
|
||
|
BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
||||||||
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
(in thousands, except for unit amounts)
|
||||||
|
Capital:
|
|
|
|
|
||||
|
5.25% Series B cumulative redeemable preferred units, liquidation preference $2,500 per unit, 80,000 units issued and outstanding at March 31, 2019 and December 31, 2018
|
|
193,623
|
|
|
193,623
|
|
||
|
Boston Properties Limited Partnership partners’ capital—1,725,484 and 1,722,336 general partner units and 152,790,002 and 152,736,142 limited partner units outstanding at March 31, 2019 and December 31, 2018, respectively
|
|
3,603,174
|
|
|
4,054,996
|
|
||
|
Accumulated other comprehensive loss
|
|
(48,734
|
)
|
|
(47,741
|
)
|
||
|
Total partners' capital
|
|
3,748,063
|
|
|
4,200,878
|
|
||
|
Noncontrolling interests in property partnerships
|
|
1,710,608
|
|
|
1,711,445
|
|
||
|
Total capital
|
|
5,458,671
|
|
|
5,912,323
|
|
||
|
Total liabilities and capital
|
|
$
|
20,204,228
|
|
|
$
|
19,955,423
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands, except for per unit amounts)
|
||||||
|
Revenue
|
|
|
|
||||
|
Lease
|
$
|
679,251
|
|
|
$
|
—
|
|
|
Base rent
|
—
|
|
|
519,507
|
|
||
|
Recoveries from tenants
|
—
|
|
|
95,118
|
|
||
|
Parking and other
|
24,906
|
|
|
26,134
|
|
||
|
Hotel revenue
|
8,938
|
|
|
9,102
|
|
||
|
Development and management services
|
9,277
|
|
|
8,405
|
|
||
|
Direct reimbursements of payroll and related costs from management services contracts
|
3,395
|
|
|
2,885
|
|
||
|
Total revenue
|
725,767
|
|
|
661,151
|
|
||
|
Expenses
|
|
|
|
||||
|
Operating
|
|
|
|
||||
|
Rental
|
257,517
|
|
|
240,329
|
|
||
|
Hotel
|
7,863
|
|
|
8,073
|
|
||
|
General and administrative
|
41,762
|
|
|
35,894
|
|
||
|
Payroll and related costs from management services contracts
|
3,395
|
|
|
2,885
|
|
||
|
Transaction costs
|
460
|
|
|
21
|
|
||
|
Depreciation and amortization
|
162,682
|
|
|
163,853
|
|
||
|
Total expenses
|
473,679
|
|
|
451,055
|
|
||
|
Other income (expense)
|
|
|
|
||||
|
Income from unconsolidated joint ventures
|
213
|
|
|
461
|
|
||
|
(Losses) gains on sales of real estate
|
(905
|
)
|
|
98,907
|
|
||
|
Interest and other income
|
3,753
|
|
|
1,648
|
|
||
|
Gains (losses) from investments in securities
|
2,969
|
|
|
(126
|
)
|
||
|
Impairment loss
|
(22,272
|
)
|
|
—
|
|
||
|
Interest expense
|
(101,009
|
)
|
|
(90,220
|
)
|
||
|
Net income
|
134,837
|
|
|
220,766
|
|
||
|
Net income attributable to noncontrolling interests
|
|
|
|
||||
|
Noncontrolling interests in property partnerships
|
(18,830
|
)
|
|
(17,234
|
)
|
||
|
Net income attributable to Boston Properties Limited Partnership
|
116,007
|
|
|
203,532
|
|
||
|
Preferred distributions
|
(2,625
|
)
|
|
(2,625
|
)
|
||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
113,382
|
|
|
$
|
200,907
|
|
|
Basic earnings per common unit attributable to Boston Properties Limited Partnership common unitholders:
|
|
|
|
||||
|
Net income
|
$
|
0.66
|
|
|
$
|
1.17
|
|
|
Weighted average number of common units outstanding
|
172,131
|
|
|
171,867
|
|
||
|
Diluted earnings per common unit attributable to Boston Properties Limited Partnership common unitholders:
|
|
|
|
||||
|
Net income
|
$
|
0.66
|
|
|
$
|
1.17
|
|
|
Weighted average number of common and common equivalent units outstanding
|
172,450
|
|
|
172,187
|
|
||
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Net income
|
$
|
134,837
|
|
|
$
|
220,766
|
|
|
Other comprehensive income (loss):
|
|
|
|
||||
|
Effective portion of interest rate contracts
|
(2,628
|
)
|
|
—
|
|
||
|
Amortization of interest rate contracts (1)
|
1,666
|
|
|
1,666
|
|
||
|
Other comprehensive income (loss)
|
(962
|
)
|
|
1,666
|
|
||
|
Comprehensive income
|
133,875
|
|
|
222,432
|
|
||
|
Comprehensive income attributable to noncontrolling interests
|
(18,974
|
)
|
|
(17,378
|
)
|
||
|
Comprehensive income attributable to Boston Properties Limited Partnership
|
$
|
114,901
|
|
|
$
|
205,054
|
|
|
|
Units
|
|
Capital
|
|
|
||||||||||||||||||||||||
|
|
General Partner
|
|
Limited Partner
|
|
Partners' Capital (General and Limited Partners)
|
|
Preferred units
|
|
Accumulated
Other
Comprehensive Loss
|
|
Noncontrolling
Interests - Property Partnerships
|
|
Total Capital
|
|
Noncontrolling interests - Redeemable Partnership Units
|
||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||
|
Equity, December 31, 2018
|
1,722
|
|
|
152,736
|
|
|
$
|
4,054,996
|
|
|
$
|
193,623
|
|
|
$
|
(47,741
|
)
|
|
$
|
1,711,445
|
|
|
$
|
5,912,323
|
|
|
$
|
2,000,591
|
|
|
Cumulative effect of a change in accounting principle
|
—
|
|
|
—
|
|
|
(3,864
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(3,934
|
)
|
|
(445
|
)
|
||||||
|
Contributions
|
2
|
|
|
41
|
|
|
4,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,820
|
|
|
34,400
|
|
||||||
|
Allocated net income for the year
|
—
|
|
|
—
|
|
|
101,783
|
|
|
2,625
|
|
|
—
|
|
|
18,830
|
|
|
123,238
|
|
|
11,599
|
|
||||||
|
Distributions
|
—
|
|
|
—
|
|
|
(146,790
|
)
|
|
(2,625
|
)
|
|
—
|
|
|
—
|
|
|
(149,415
|
)
|
|
(17,185
|
)
|
||||||
|
Unearned compensation
|
—
|
|
|
—
|
|
|
(1,388
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,388
|
)
|
|
(20,990
|
)
|
||||||
|
Conversion of redeemable partnership units
|
1
|
|
|
13
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|
(492
|
)
|
||||||
|
Adjustment to reflect redeemable partnership units at redemption value
|
—
|
|
|
—
|
|
|
(406,875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(406,875
|
)
|
|
406,875
|
|
||||||
|
Effective portion of interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,359
|
)
|
|
—
|
|
|
(2,359
|
)
|
|
(269
|
)
|
||||||
|
Amortization of interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,366
|
|
|
144
|
|
|
1,510
|
|
|
156
|
|
||||||
|
Contributions from noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,387
|
|
|
4,387
|
|
|
—
|
|
||||||
|
Distributions to noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,128
|
)
|
|
(24,128
|
)
|
|
—
|
|
||||||
|
Equity, March 31, 2019
|
1,725
|
|
|
152,790
|
|
|
$
|
3,603,174
|
|
|
$
|
193,623
|
|
|
$
|
(48,734
|
)
|
|
$
|
1,710,608
|
|
|
$
|
5,458,671
|
|
|
$
|
2,414,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equity, December 31, 2017
|
1,720
|
|
|
152,606
|
|
|
$
|
3,664,436
|
|
|
$
|
193,623
|
|
|
$
|
(50,429
|
)
|
|
$
|
1,683,760
|
|
|
$
|
5,491,390
|
|
|
$
|
2,292,263
|
|
|
Cumulative effect of a change in accounting principle
|
—
|
|
|
—
|
|
|
4,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,933
|
|
|
563
|
|
||||||
|
Contributions
|
1
|
|
|
11
|
|
|
1,452
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,452
|
|
|
34,258
|
|
||||||
|
Allocated net income for the year
|
—
|
|
|
—
|
|
|
180,475
|
|
|
2,625
|
|
|
—
|
|
|
17,234
|
|
|
200,334
|
|
|
20,432
|
|
||||||
|
Distributions
|
—
|
|
|
—
|
|
|
(123,490
|
)
|
|
(2,625
|
)
|
|
—
|
|
|
—
|
|
|
(126,115
|
)
|
|
(14,351
|
)
|
||||||
|
Unearned compensation
|
—
|
|
|
—
|
|
|
(1,208
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,208
|
)
|
|
(20,453
|
)
|
||||||
|
Conversion of redeemable partnership units
|
1
|
|
|
23
|
|
|
832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
832
|
|
|
(832
|
)
|
||||||
|
Adjustment to reflect redeemable partnership units at redemption value
|
—
|
|
|
—
|
|
|
115,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,432
|
|
|
(115,432
|
)
|
||||||
|
Effective portion of interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Amortization of interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,367
|
|
|
144
|
|
|
1,511
|
|
|
155
|
|
||||||
|
Contributions from noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,267
|
|
|
15,267
|
|
|
—
|
|
||||||
|
Distributions to noncontrolling interests in property partnerships
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,690
|
)
|
|
(30,690
|
)
|
|
—
|
|
||||||
|
Equity, March 31, 2018
|
1,722
|
|
|
152,640
|
|
|
$
|
3,842,862
|
|
|
$
|
193,623
|
|
|
$
|
(49,062
|
)
|
|
$
|
1,685,715
|
|
|
$
|
5,673,138
|
|
|
$
|
2,196,603
|
|
|
BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|||||||
|
|
For the three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
134,837
|
|
|
$
|
220,766
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
162,682
|
|
|
163,853
|
|
||
|
Amortization of right of use assets - operating leases
|
605
|
|
|
—
|
|
||
|
Impairment loss
|
22,272
|
|
|
—
|
|
||
|
Non-cash compensation expense
|
15,050
|
|
|
14,772
|
|
||
|
Income from unconsolidated joint ventures
|
(213
|
)
|
|
(461
|
)
|
||
|
Distributions of net cash flow from operations of unconsolidated joint ventures
|
2,650
|
|
|
847
|
|
||
|
(Gains) losses from investments in securities
|
(2,969
|
)
|
|
126
|
|
||
|
Non-cash portion of interest expense
|
5,447
|
|
|
5,299
|
|
||
|
Losses (gains) on sales of real estate
|
905
|
|
|
(98,907
|
)
|
||
|
Change in assets and liabilities:
|
|
|
|
||||
|
Tenant and other receivables, net
|
(14,000
|
)
|
|
22,790
|
|
||
|
Note receivable
|
(125
|
)
|
|
—
|
|
||
|
Accrued rental income, net
|
(15,570
|
)
|
|
(26,319
|
)
|
||
|
Prepaid expenses and other assets
|
(68,554
|
)
|
|
(66,968
|
)
|
||
|
Lease liabilities - operating leases
|
370
|
|
|
—
|
|
||
|
Accounts payable and accrued expenses
|
258
|
|
|
(13,913
|
)
|
||
|
Accrued interest payable
|
(160
|
)
|
|
12,399
|
|
||
|
Other liabilities
|
(17,831
|
)
|
|
23,089
|
|
||
|
Tenant leasing costs
|
(18,420
|
)
|
|
(31,595
|
)
|
||
|
Total adjustments
|
72,397
|
|
|
5,012
|
|
||
|
Net cash provided by operating activities
|
207,234
|
|
|
225,778
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisition of real estate
|
(43,061
|
)
|
|
—
|
|
||
|
Construction in progress
|
(85,632
|
)
|
|
(150,060
|
)
|
||
|
Building and other capital improvements
|
(32,719
|
)
|
|
(53,550
|
)
|
||
|
Tenant improvements
|
(54,242
|
)
|
|
(47,157
|
)
|
||
|
Proceeds from sales of real estate
|
20,019
|
|
|
116,120
|
|
||
|
Capital contributions to unconsolidated joint ventures
|
(26,995
|
)
|
|
(48,823
|
)
|
||
|
Investments in securities, net
|
(885
|
)
|
|
(318
|
)
|
||
|
Net cash used in investing activities
|
(223,515
|
)
|
|
(183,788
|
)
|
||
|
|
|
|
|
||||
|
|
|
|
|
||||
|
BOSTON PROPERTIES LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|||||||
|
|
For the three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Repayments of mortgage notes payable
|
(5,645
|
)
|
|
(5,333
|
)
|
||
|
Borrowings on unsecured line of credit
|
50,000
|
|
|
260,000
|
|
||
|
Repayments of unsecured line of credit
|
(50,000
|
)
|
|
(190,000
|
)
|
||
|
Payments on finance lease obligations
|
(470
|
)
|
|
—
|
|
||
|
Payments on capital lease obligations
|
—
|
|
|
(3
|
)
|
||
|
Payments on real estate financing transaction
|
—
|
|
|
(444
|
)
|
||
|
Deferred financing costs
|
(186
|
)
|
|
(16
|
)
|
||
|
Net proceeds from equity transactions
|
1,792
|
|
|
(723
|
)
|
||
|
Distributions
|
(166,362
|
)
|
|
(140,288
|
)
|
||
|
Contributions from noncontrolling interests in property partnerships
|
4,387
|
|
|
15,267
|
|
||
|
Distributions to noncontrolling interests in property partnerships
|
(24,128
|
)
|
|
(30,690
|
)
|
||
|
Net cash used in financing activities
|
(190,612
|
)
|
|
(92,230
|
)
|
||
|
Net decrease in cash and cash equivalents and cash held in escrows
|
(206,893
|
)
|
|
(50,240
|
)
|
||
|
Cash and cash equivalents and cash held in escrows, beginning of period
|
639,191
|
|
|
505,369
|
|
||
|
Cash and cash equivalents and cash held in escrows, end of period
|
$
|
432,298
|
|
|
$
|
455,129
|
|
|
|
|
|
|
||||
|
Reconciliation of cash and cash equivalents and cash held in escrows:
|
|
|
|
||||
|
Cash and cash equivalents, beginning of period
|
$
|
543,359
|
|
|
$
|
434,767
|
|
|
Cash held in escrows, beginning of period
|
95,832
|
|
|
70,602
|
|
||
|
Cash and cash equivalents and cash held in escrows, beginning of period
|
$
|
639,191
|
|
|
$
|
505,369
|
|
|
|
|
|
|
||||
|
Cash and cash equivalents, end of period
|
$
|
360,091
|
|
|
$
|
294,571
|
|
|
Cash held in escrows, end of period
|
72,207
|
|
|
160,558
|
|
||
|
Cash and cash equivalents and cash held in escrows, end of period
|
$
|
432,298
|
|
|
$
|
455,129
|
|
|
|
|
|
|
||||
|
Supplemental disclosures:
|
|
|
|
||||
|
Cash paid for interest
|
$
|
107,094
|
|
|
$
|
89,412
|
|
|
Interest capitalized
|
$
|
11,813
|
|
|
$
|
17,378
|
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
|
Write-off of fully depreciated real estate
|
$
|
(31,640
|
)
|
|
$
|
(29,609
|
)
|
|
Additions to real estate included in accounts payable and accrued expenses
|
$
|
49,689
|
|
|
$
|
35,245
|
|
|
Real estate acquired through finance lease
|
$
|
122,563
|
|
|
$
|
—
|
|
|
Distributions declared but not paid
|
$
|
165,352
|
|
|
$
|
139,218
|
|
|
Conversions of redeemable partnership units to partners’ capital
|
$
|
492
|
|
|
$
|
832
|
|
|
Issuance of restricted securities to employees
|
$
|
37,428
|
|
|
$
|
36,433
|
|
|
•
|
common units of partnership interest (also referred to as “OP Units”),
|
|
•
|
long term incentive units of partnership interest (also referred to as “LTIP Units”), and
|
|
•
|
preferred units of partnership interest (also referred to as “Preferred Units”).
|
|
•
|
177
office properties (including
nine
properties under construction/redevelopment);
|
|
•
|
twelve
retail properties;
|
|
•
|
six
residential properties (including
two
properties under construction); and
|
|
•
|
one
hotel.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
|
Carrying
Amount
|
|
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
|
|
Estimated
Fair Value
|
||||||||
|
Related party note receivable
|
$
|
80,000
|
|
|
|
|
$
|
80,060
|
|
|
$
|
80,000
|
|
|
|
|
$
|
80,000
|
|
|
Note receivable
|
19,593
|
|
|
|
|
17,723
|
|
|
19,468
|
|
|
|
|
19,468
|
|
||||
|
|
$
|
99,593
|
|
|
|
|
$
|
97,783
|
|
|
$
|
99,468
|
|
|
|
|
$
|
99,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Mortgage notes payable, net
|
$
|
2,959,908
|
|
|
|
|
$
|
2,948,057
|
|
|
$
|
2,964,572
|
|
|
|
|
$
|
2,903,925
|
|
|
Unsecured senior notes, net
|
7,547,043
|
|
|
|
|
7,584,456
|
|
|
7,544,697
|
|
|
|
|
7,469,338
|
|
||||
|
Unsecured line of credit
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||
|
Unsecured term loan, net
|
498,607
|
|
|
|
|
500,728
|
|
|
498,488
|
|
|
|
|
500,783
|
|
||||
|
Total
|
$
|
11,005,558
|
|
|
|
|
$
|
11,033,241
|
|
|
$
|
11,007,757
|
|
|
|
|
$
|
10,874,046
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
Land
|
$
|
5,061,532
|
|
|
$
|
5,072,568
|
|
|
Right of use assets - finance leases
|
187,292
|
|
|
—
|
|
||
|
Right of use assets - operating leases
|
151,166
|
|
|
—
|
|
||
|
Land held for future development (1)
|
258,221
|
|
|
200,498
|
|
||
|
Buildings and improvements
|
13,286,605
|
|
|
13,356,751
|
|
||
|
Tenant improvements
|
2,444,358
|
|
|
2,396,932
|
|
||
|
Furniture, fixtures and equipment
|
43,080
|
|
|
44,351
|
|
||
|
Construction in progress
|
647,469
|
|
|
578,796
|
|
||
|
Total
|
22,079,723
|
|
|
21,649,896
|
|
||
|
Less: Accumulated depreciation
|
(4,962,959
|
)
|
|
(4,897,777
|
)
|
||
|
|
$
|
17,116,764
|
|
|
$
|
16,752,119
|
|
|
(1)
|
Includes pre-development costs.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
Land
|
$
|
4,961,028
|
|
|
$
|
4,971,475
|
|
|
Right of use assets - finance leases
|
187,292
|
|
|
—
|
|
||
|
Right of use assets - operating leases
|
151,166
|
|
|
—
|
|
||
|
Land held for future development (1)
|
258,221
|
|
|
200,498
|
|
||
|
Buildings and improvements
|
12,991,108
|
|
|
13,059,488
|
|
||
|
Tenant improvements
|
2,444,358
|
|
|
2,396,932
|
|
||
|
Furniture, fixtures and equipment
|
43,080
|
|
|
44,351
|
|
||
|
Construction in progress
|
647,469
|
|
|
578,796
|
|
||
|
Total
|
21,683,722
|
|
|
21,251,540
|
|
||
|
Less: Accumulated depreciation
|
(4,864,334
|
)
|
|
(4,800,475
|
)
|
||
|
|
$
|
16,819,388
|
|
|
$
|
16,451,065
|
|
|
(1)
|
Includes pre-development costs.
|
|
Period from January 24, 2019 through December 31, 2019
|
$
|
17,918
|
|
|
2020
|
109,460
|
|
|
|
Total expected minimum lease payments
|
127,378
|
|
|
|
Interest portion
|
(4,815
|
)
|
|
|
Present value of expected net lease payments
|
$
|
122,563
|
|
|
•
|
The interpolated rates from yields on outstanding U.S. Treasury issuances for up to 30 years and for years 31 and beyond, longer term publicly traded educational institution debt issued by high credit quality educational institutions with maturity dates up to 2116,
|
|
•
|
Observable mortgage rates spread over U.S. Treasury issuances, and
|
|
•
|
Unlevered property yields and discount rates.
|
|
|
Three months ended March 31, 2019
|
||
|
Lease costs
|
|
||
|
Operating lease costs
|
$
|
3,677
|
|
|
Finance lease costs
|
|
||
|
Amortization of right of use asset (1)
|
$
|
16
|
|
|
Interest on lease liabilities (2)
|
$
|
12
|
|
|
|
|
||
|
|
March 31, 2019
|
||
|
Other information
|
|
||
|
Weighted-average remaining lease term (in years)
|
|
||
|
Operating leases
|
52
|
|
|
|
Finance leases
|
5
|
|
|
|
Weighted-average discount rate
|
|
||
|
Operating leases
|
5.7
|
%
|
|
|
Finance leases
|
4.1
|
%
|
|
|
(1)
|
The finance leases relate to either land, building or assets that remain in development. The Company's policy is not to depreciate finance lease assets related to land because it is assumed to have an indefinite life. For assets under development, depreciation may commence once the asset is placed in-service and depreciation would be recognized in accordance with the Company's policy.
|
|
(2)
|
Three of the finance leases relate to assets under development and as such the entire interest amount was capitalized.
|
|
Years Ending December 31,
|
(in thousands)
|
||
|
2019
|
$
|
11,425
|
|
|
2020
|
18,425
|
|
|
|
2021
|
25,310
|
|
|
|
2022
|
8,894
|
|
|
|
2023
|
9,084
|
|
|
|
Thereafter
|
567,232
|
|
|
|
Years Ending December 31,
|
(in thousands)
|
||
|
2019
|
$
|
1,441
|
|
|
2020
|
12,682
|
|
|
|
2021
|
2,123
|
|
|
|
2022
|
1,253
|
|
|
|
2023
|
944
|
|
|
|
Thereafter
|
73,241
|
|
|
|
Total expected minimum lease payments
|
91,684
|
|
|
|
Interest portion
|
(27,497
|
)
|
|
|
Present value of expected net minimum lease payments
|
$
|
64,187
|
|
|
|
Operating
|
|
Finance (1)
|
||||
|
April 1, 2019 - December 31, 2019
|
$
|
7,317
|
|
|
$
|
4,401
|
|
|
2020
|
17,488
|
|
|
122,070
|
|
||
|
2021
|
25,403
|
|
|
2,130
|
|
||
|
2022
|
11,376
|
|
|
1,121
|
|
||
|
2023
|
9,084
|
|
|
944
|
|
||
|
Thereafter
|
567,232
|
|
|
73,241
|
|
||
|
Total lease payments
|
637,900
|
|
|
203,907
|
|
||
|
Less: interest portion
|
(438,247
|
)
|
|
(30,784
|
)
|
||
|
Present value of lease payments
|
$
|
199,653
|
|
|
$
|
173,123
|
|
|
(1)
|
Finance lease payments in 2020 and 2024 include approximately
$119.8 million
and
$38.7 million
, respectively, related to purchase options that the Company is reasonably certain that it will exercise.
|
|
Lease Revenue
|
Three months ended March 31, 2019
|
||
|
Fixed Contractual Payments
|
$
|
553,986
|
|
|
Variable lease payments
|
125,265
|
|
|
|
|
$
|
679,251
|
|
|
Years Ending December 31,
|
(in thousands)
|
||
|
2019
|
$
|
2,088,171
|
|
|
2020
|
2,106,963
|
|
|
|
2021
|
2,015,031
|
|
|
|
2022
|
1,838,699
|
|
|
|
2023
|
1,736,636
|
|
|
|
Thereafter
|
12,295,464
|
|
|
|
|
(in thousands)
|
||
|
April 1, 2019 - December 31, 2019
|
$
|
1,573,871
|
|
|
2020
|
2,147,464
|
|
|
|
2021
|
2,076,969
|
|
|
|
2022
|
1,910,362
|
|
|
|
2023
|
1,811,936
|
|
|
|
Thereafter
|
12,821,229
|
|
|
|
|
|
|
|
Nominal % Ownership
|
|
Carrying Value of Investment (1)
|
|||||||
|
Entity
|
|
Properties
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
|
|
|
|
|
|
|
(in thousands)
|
|||||||
|
Square 407 Limited Partnership
|
|
Market Square North
|
|
50.0
|
%
|
|
$
|
(5,948
|
)
|
|
$
|
(6,424
|
)
|
|
The Metropolitan Square Associates LLC
|
|
Metropolitan Square
|
|
20.0
|
%
|
|
3,146
|
|
|
2,644
|
|
||
|
BP/CRF 901 New York Avenue LLC
|
|
901 New York Avenue
|
|
25.0
|
%
|
(2)
|
(13,215
|
)
|
|
(13,640
|
)
|
||
|
WP Project Developer LLC
|
|
Wisconsin Place Land and Infrastructure
|
|
33.3
|
%
|
(3)
|
37,821
|
|
|
38,214
|
|
||
|
Annapolis Junction NFM LLC
|
|
Annapolis Junction
|
|
50.0
|
%
|
(4)
|
25,284
|
|
|
25,268
|
|
||
|
540 Madison Venture LLC
|
|
540 Madison Avenue
|
|
60.0
|
%
|
|
66,452
|
|
|
66,391
|
|
||
|
500 North Capitol Venture LLC
|
|
500 North Capitol Street, NW
|
|
30.0
|
%
|
|
(4,781
|
)
|
|
(5,026
|
)
|
||
|
501 K Street LLC
|
|
1001 6th Street
|
|
50.0
|
%
|
(5)
|
42,500
|
|
|
42,557
|
|
||
|
Podium Developer LLC
|
|
The Hub on Causeway - Podium
|
|
50.0
|
%
|
|
69,849
|
|
|
69,302
|
|
||
|
Residential Tower Developer LLC
|
|
The Hub on Causeway - Residential
|
|
50.0
|
%
|
|
47,795
|
|
|
47,505
|
|
||
|
Hotel Tower Developer LLC
|
|
The Hub on Causeway - Hotel Air Rights
|
|
50.0
|
%
|
|
3,343
|
|
|
3,022
|
|
||
|
Office Tower Developer LLC
|
|
100 Causeway Street
|
|
50.0
|
%
|
(6)
|
46,881
|
|
|
23,804
|
|
||
|
1265 Main Office JV LLC
|
|
1265 Main Street
|
|
50.0
|
%
|
|
4,030
|
|
|
3,918
|
|
||
|
BNY Tower Holdings LLC
|
|
Dock 72
|
|
50.0
|
%
|
|
83,291
|
|
|
82,520
|
|
||
|
CA-Colorado Center Limited Partnership
|
|
Colorado Center
|
|
50.0
|
%
|
|
252,762
|
|
|
253,495
|
|
||
|
7750 Wisconsin Avenue LLC
|
|
7750 Wisconsin Avenue
|
|
50.0
|
%
|
(6)
|
70,147
|
|
|
69,724
|
|
||
|
BP-M 3HB Venture LLC
|
|
3 Hudson Boulevard
|
|
25.0
|
%
|
|
47,480
|
|
|
46,993
|
|
||
|
SMBP Venture LP
|
|
Santa Monica Business Park
|
|
55.0
|
%
|
|
175,799
|
|
|
180,952
|
|
||
|
|
|
|
|
|
|
$
|
952,636
|
|
|
$
|
931,219
|
|
|
|
(1)
|
Investments with deficit balances aggregating approximately
$23.9 million
and
$25.1 million
at
March 31, 2019
and
December 31, 2018
, respectively, have been reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.
|
|
(2)
|
The Company’s economic ownership has increased based on the achievement of certain return thresholds.
|
|
(3)
|
The Company’s wholly-owned subsidiary that owns Wisconsin Place Office also owns a 33.3% interest in the joint venture entity that owns the land, parking garage and infrastructure of the project.
|
|
(4)
|
The joint venture owns
three
in-service buildings and
two
undeveloped land parcels.
|
|
(5)
|
Under the joint venture agreement for this land parcel, the partner will be entitled to up to
two
additional payments from the venture based on increases in total entitled square footage of the project above
520,000
square feet and achieving certain project returns at stabilization.
|
|
(6)
|
This entity is a VIE (See Note
2
).
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
|
ASSETS
|
|
|
|
||||
|
Real estate and development in process, net (1)
|
$
|
3,660,439
|
|
|
$
|
3,545,906
|
|
|
Other assets
|
534,534
|
|
|
543,512
|
|
||
|
Total assets
|
$
|
4,194,973
|
|
|
$
|
4,089,418
|
|
|
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
|
|
|
|
||||
|
Mortgage and notes payable, net
|
$
|
2,074,473
|
|
|
$
|
2,017,609
|
|
|
Other liabilities (2)
|
604,280
|
|
|
582,006
|
|
||
|
Members’/Partners’ equity
|
1,516,220
|
|
|
1,489,803
|
|
||
|
Total liabilities and members’/partners’ equity
|
$
|
4,194,973
|
|
|
$
|
4,089,418
|
|
|
Company’s share of equity
|
$
|
642,564
|
|
|
$
|
622,498
|
|
|
Basis differentials (3)
|
310,072
|
|
|
308,721
|
|
||
|
Carrying value of the Company’s investments in unconsolidated joint ventures (4)
|
$
|
952,636
|
|
|
$
|
931,219
|
|
|
(1)
|
At March 31, 2019, this amount includes right of use assets - finance leases and right of use assets - operating leases totaling approximately
$248.9 million
and
$12.7 million
, respectively.
|
|
(2)
|
At March 31, 2019, this amount includes lease liabilities - finance leases and lease liabilities - operating leases totaling approximately
$393.9 million
and
$17.2 million
, respectively.
|
|
(3)
|
This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials result from impairments of investments, acquisitions through joint ventures with no change in control and upon the transfer of assets that were previously owned by the Company into a joint venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level. At
March 31, 2019
and
December 31, 2018
, there was an aggregate basis differential of approximately
$315.3 million
and
$316.7 million
, respectively, between the carrying value of the Company’s investment in the joint venture that owns Colorado Center and the joint venture’s basis in the assets and liabilities, which differential (excluding land) shall be amortized over the remaining lives of the related assets and liabilities.
|
|
(4)
|
Investments with deficit balances aggregating approximately
$23.9 million
and
$25.1 million
at
March 31, 2019
and
December 31, 2018
, respectively, have been reflected within Other Liabilities in the Company’s Consolidated Balance Sheets.
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Total revenue (1)
|
$
|
82,955
|
|
|
$
|
56,486
|
|
|
Expenses
|
|
|
|
||||
|
Operating
|
30,499
|
|
|
22,849
|
|
||
|
Depreciation and amortization
|
28,646
|
|
|
14,725
|
|
||
|
Total expenses
|
59,145
|
|
|
37,574
|
|
||
|
Other expense
|
|
|
|
||||
|
Interest expense
|
20,757
|
|
|
14,424
|
|
||
|
Net income
|
$
|
3,053
|
|
|
$
|
4,488
|
|
|
|
|
|
|
||||
|
Company’s share of net income
|
$
|
1,584
|
|
|
$
|
1,826
|
|
|
Basis differential (2)
|
(1,371
|
)
|
|
(1,365
|
)
|
||
|
Income from unconsolidated joint ventures
|
$
|
213
|
|
|
$
|
461
|
|
|
(1)
|
Includes straight-line rent adjustments of approximately
$5.8 million
and
$1.8 million
for the three months ended
March 31, 2019
and
2018
, respectively.
|
|
(2)
|
Includes straight-line rent adjustments of approximately
$0.5 million
and
$0.7 million
for the three months ended
March 31, 2019
and
2018
, respectively. Also includes net above-/below-market rent adjustments of approximately
$0.4 million
and
$0.4 million
for the three months ended
March 31, 2019
and
2018
, respectively.
|
|
Record Date
|
|
Payment Date
|
|
Distributions per OP Unit and LTIP Unit
|
|
Distributions per MYLTIP Unit
|
||||
|
March 29, 2019
|
|
April 30, 2019
|
|
|
$0.95
|
|
|
|
$0.095
|
|
|
December 31, 2018
|
|
January 30, 2019
|
|
|
$0.95
|
|
|
|
$0.095
|
|
|
Record Date
|
|
Payment Date
|
|
Distributions per OP Unit and LTIP Unit
|
|
Distributions per MYLTIP Unit
|
||||
|
March 29, 2018
|
|
April 30, 2018
|
|
|
$0.80
|
|
|
|
$0.080
|
|
|
December 31, 2017
|
|
January 30, 2018
|
|
|
$0.80
|
|
|
|
$0.080
|
|
|
Record Date
|
|
Payment Date
|
|
Dividend (Per Share)
|
|
|
Distribution (Per Unit)
|
|
||
|
March 29, 2019
|
|
April 30, 2019
|
|
|
$0.95
|
|
|
|
$0.95
|
|
|
December 31, 2018
|
|
January 30, 2019
|
|
|
$0.95
|
|
|
|
$0.95
|
|
|
|
|
|
|
|
|
|
||||
|
March 29, 2018
|
|
April 30, 2018
|
|
|
$0.80
|
|
|
|
$0.80
|
|
|
December 31, 2017
|
|
January 30, 2018
|
|
|
$0.80
|
|
|
|
$0.80
|
|
|
Record Date
|
|
Payment Date
|
|
Dividend (Per Share)
|
|
|
|
May 3, 2019
|
|
May 15, 2019
|
|
|
$32.8125
|
|
|
February 4, 2019
|
|
February 15, 2019
|
|
|
$32.8125
|
|
|
|
|
|
|
|
||
|
May 4, 2018
|
|
May 15, 2018
|
|
|
$32.8125
|
|
|
February 2, 2018
|
|
February 15, 2018
|
|
|
$32.8125
|
|
|
|
Three months ended March 31, 2019
|
|||||||||
|
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
|
|
(in thousands, except for per share amounts)
|
|||||||||
|
Basic Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties, Inc. common shareholders
|
$
|
98,105
|
|
|
154,525
|
|
|
$
|
0.63
|
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|||||
|
Stock Based Compensation
|
—
|
|
|
319
|
|
|
—
|
|
||
|
Diluted Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties, Inc. common shareholders
|
$
|
98,105
|
|
|
154,844
|
|
|
$
|
0.63
|
|
|
|
|
|
|
|
|
|||||
|
|
Three months ended March 31, 2018
|
|||||||||
|
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
|
|
(in thousands, except for per share amounts)
|
|||||||||
|
Basic Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties, Inc. common shareholders
|
$
|
176,021
|
|
|
154,385
|
|
|
$
|
1.14
|
|
|
Allocation of undistributed earnings to participating securities
|
(127
|
)
|
|
—
|
|
|
—
|
|
||
|
Net income attributable to Boston Properties, Inc. common shareholders
|
$
|
175,894
|
|
|
154,385
|
|
|
$
|
1.14
|
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|||||
|
Stock Based Compensation
|
—
|
|
|
320
|
|
|
—
|
|
||
|
Diluted Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties, Inc. common shareholders
|
$
|
175,894
|
|
|
154,705
|
|
|
$
|
1.14
|
|
|
|
Three months ended March 31, 2019
|
|||||||||
|
|
Income
(Numerator)
|
|
Units
(Denominator)
|
|
Per Unit
Amount
|
|||||
|
|
(in thousands, except for per unit amounts)
|
|||||||||
|
Basic Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
113,382
|
|
|
172,131
|
|
|
$
|
0.66
|
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|||||
|
Stock Based Compensation
|
—
|
|
|
319
|
|
|
—
|
|
||
|
Diluted Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
113,382
|
|
|
172,450
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|||||
|
|
Three months ended March 31, 2018
|
|||||||||
|
|
Income
(Numerator)
|
|
Units
(Denominator)
|
|
Per Unit
Amount
|
|||||
|
|
(in thousands, except for per unit amounts)
|
|||||||||
|
Basic Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
200,907
|
|
|
171,867
|
|
|
$
|
1.17
|
|
|
Allocation of undistributed earnings to participating securities
|
(141
|
)
|
|
—
|
|
|
—
|
|
||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
200,766
|
|
|
171,867
|
|
|
$
|
1.17
|
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|||||
|
Stock Based Compensation
|
—
|
|
|
320
|
|
|
—
|
|
||
|
Diluted Earnings:
|
|
|
|
|
|
|||||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
200,766
|
|
|
172,187
|
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|||||
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Net income attributable to Boston Properties, Inc. common shareholders
|
$
|
98,105
|
|
|
$
|
176,021
|
|
|
Add:
|
|
|
|
||||
|
Preferred dividends
|
2,625
|
|
|
2,625
|
|
||
|
Noncontrolling interest—common units of Boston Properties Limited Partnership
|
11,599
|
|
|
20,432
|
|
||
|
Noncontrolling interests in property partnerships
|
18,830
|
|
|
17,234
|
|
||
|
Interest expense
|
101,009
|
|
|
90,220
|
|
||
|
Impairment loss
|
24,038
|
|
|
—
|
|
||
|
Net operating income from unconsolidated joint ventures
|
25,349
|
|
|
16,060
|
|
||
|
Depreciation and amortization expense
|
164,594
|
|
|
165,797
|
|
||
|
Transaction costs
|
460
|
|
|
21
|
|
||
|
Payroll and related costs from management services contracts
|
3,395
|
|
|
2,885
|
|
||
|
General and administrative expense
|
41,762
|
|
|
35,894
|
|
||
|
Less:
|
|
|
|
||||
|
Net operating income attributable to noncontrolling interests in property partnerships
|
47,085
|
|
|
45,909
|
|
||
|
Gains (losses) from investments in securities
|
2,969
|
|
|
(126
|
)
|
||
|
Interest and other income
|
3,753
|
|
|
1,648
|
|
||
|
(Losses) gains on sales of real estate
|
(905
|
)
|
|
96,397
|
|
||
|
Income from unconsolidated joint ventures
|
213
|
|
|
461
|
|
||
|
Direct reimbursements of payroll and related costs from management services contracts
|
3,395
|
|
|
2,885
|
|
||
|
Development and management services revenue
|
9,277
|
|
|
8,405
|
|
||
|
Company's share of Net Operating Income
|
$
|
425,979
|
|
|
$
|
371,610
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
113,382
|
|
|
$
|
200,907
|
|
|
Add:
|
|
|
|
||||
|
Preferred distributions
|
2,625
|
|
|
2,625
|
|
||
|
Noncontrolling interests in property partnerships
|
18,830
|
|
|
17,234
|
|
||
|
Interest expense
|
101,009
|
|
|
90,220
|
|
||
|
Impairment loss
|
22,272
|
|
|
—
|
|
||
|
Net operating income from unconsolidated joint ventures
|
25,349
|
|
|
16,060
|
|
||
|
Depreciation and amortization expense
|
162,682
|
|
|
163,853
|
|
||
|
Transaction costs
|
460
|
|
|
21
|
|
||
|
Payroll and related costs from management services contracts
|
3,395
|
|
|
2,885
|
|
||
|
General and administrative expense
|
41,762
|
|
|
35,894
|
|
||
|
Less:
|
|
|
|
||||
|
Net operating income attributable to noncontrolling interests in property partnerships
|
47,085
|
|
|
45,909
|
|
||
|
Gains (losses) from investments in securities
|
2,969
|
|
|
(126
|
)
|
||
|
Interest and other income
|
3,753
|
|
|
1,648
|
|
||
|
(Losses) gains on sales of real estate
|
(905
|
)
|
|
98,907
|
|
||
|
Income from unconsolidated joint ventures
|
213
|
|
|
461
|
|
||
|
Direct reimbursements of payroll and related costs from management services contracts
|
3,395
|
|
|
2,885
|
|
||
|
Development and management services revenue
|
9,277
|
|
|
8,405
|
|
||
|
Company's share of Net Operating Income
|
$
|
425,979
|
|
|
$
|
371,610
|
|
|
|
Boston
|
|
Los Angeles
|
|
New York
|
|
San Francisco
|
|
Washington, DC
|
|
Total
|
||||||||||||
|
Rental Revenue: (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Office
|
$
|
217,411
|
|
|
$
|
—
|
|
|
$
|
258,631
|
|
|
$
|
124,055
|
|
|
$
|
96,345
|
|
|
$
|
696,442
|
|
|
Residential
|
2,701
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,014
|
|
|
7,715
|
|
||||||
|
Hotel
|
8,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,938
|
|
||||||
|
Total
|
229,050
|
|
|
—
|
|
|
258,631
|
|
|
124,055
|
|
|
101,359
|
|
|
713,095
|
|
||||||
|
% of Grand Totals
|
32.12
|
%
|
|
—
|
%
|
|
36.27
|
%
|
|
17.40
|
%
|
|
14.21
|
%
|
|
100.00
|
%
|
||||||
|
Rental Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Office
|
79,500
|
|
|
—
|
|
|
96,971
|
|
|
41,125
|
|
|
36,147
|
|
|
253,743
|
|
||||||
|
Residential
|
1,206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,568
|
|
|
3,774
|
|
||||||
|
Hotel
|
7,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,863
|
|
||||||
|
Total
|
88,569
|
|
|
—
|
|
|
96,971
|
|
|
41,125
|
|
|
38,715
|
|
|
265,380
|
|
||||||
|
% of Grand Totals
|
33.37
|
%
|
|
—
|
%
|
|
36.54
|
%
|
|
15.50
|
%
|
|
14.59
|
%
|
|
100.00
|
%
|
||||||
|
Net operating income
|
$
|
140,481
|
|
|
$
|
—
|
|
|
$
|
161,660
|
|
|
$
|
82,930
|
|
|
$
|
62,644
|
|
|
$
|
447,715
|
|
|
% of Grand Totals
|
31.38
|
%
|
|
—
|
%
|
|
36.11
|
%
|
|
18.52
|
%
|
|
13.99
|
%
|
|
100.00
|
%
|
||||||
|
Less: Net operating income attributable to noncontrolling interests in property partnerships
|
(9,373
|
)
|
|
—
|
|
|
(37,264
|
)
|
|
(448
|
)
|
|
—
|
|
|
(47,085
|
)
|
||||||
|
Add: Company's share of net operating income from unconsolidated joint ventures
|
772
|
|
|
15,708
|
|
|
1,786
|
|
|
—
|
|
|
7,083
|
|
|
25,349
|
|
||||||
|
Company's share of net operating income
|
$
|
131,880
|
|
|
$
|
15,708
|
|
|
$
|
126,182
|
|
|
$
|
82,482
|
|
|
$
|
69,727
|
|
|
$
|
425,979
|
|
|
% of Grand Totals
|
30.96
|
%
|
|
3.69
|
%
|
|
29.62
|
%
|
|
19.36
|
%
|
|
16.37
|
%
|
|
100.00
|
%
|
||||||
|
(1)
|
Rental Revenue is equal to total Revenue per the Company's Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations.
|
|
|
Boston
|
|
Los Angeles
|
|
New York
|
|
San Francisco
|
|
Washington, DC
|
|
Total
|
||||||||||||
|
Rental Revenue: (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Office
|
$
|
204,997
|
|
|
$
|
—
|
|
|
$
|
242,398
|
|
|
$
|
89,893
|
|
|
$
|
99,312
|
|
|
$
|
636,600
|
|
|
Residential
|
1,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,007
|
|
|
4,159
|
|
||||||
|
Hotel
|
9,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,102
|
|
||||||
|
Total
|
215,251
|
|
|
—
|
|
|
242,398
|
|
|
89,893
|
|
|
102,319
|
|
|
649,861
|
|
||||||
|
% of Grand Totals
|
33.12
|
%
|
|
—
|
%
|
|
37.31
|
%
|
|
13.83
|
%
|
|
15.74
|
%
|
|
100.00
|
%
|
||||||
|
Rental Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Office
|
80,324
|
|
|
—
|
|
|
93,762
|
|
|
27,628
|
|
|
36,343
|
|
|
238,057
|
|
||||||
|
Residential
|
514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,758
|
|
|
2,272
|
|
||||||
|
Hotel
|
8,073
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,073
|
|
||||||
|
Total
|
88,911
|
|
|
—
|
|
|
93,762
|
|
|
27,628
|
|
|
38,101
|
|
|
248,402
|
|
||||||
|
% of Grand Totals
|
35.79
|
%
|
|
—
|
%
|
|
37.75
|
%
|
|
11.12
|
%
|
|
15.34
|
%
|
|
100.00
|
%
|
||||||
|
Net operating income
|
$
|
126,340
|
|
|
$
|
—
|
|
|
$
|
148,636
|
|
|
$
|
62,265
|
|
|
$
|
64,218
|
|
|
$
|
401,459
|
|
|
% of Grand Totals
|
31.47
|
%
|
|
—
|
%
|
|
37.02
|
%
|
|
15.51
|
%
|
|
16.00
|
%
|
|
100.00
|
%
|
||||||
|
Less: Net operating income attributable to noncontrolling interests in property partnerships
|
(8,129
|
)
|
|
—
|
|
|
(37,946
|
)
|
|
166
|
|
|
—
|
|
|
(45,909
|
)
|
||||||
|
Add: Company's share of net operating income from unconsolidated joint ventures
|
534
|
|
|
7,074
|
|
|
1,661
|
|
|
—
|
|
|
6,791
|
|
|
16,060
|
|
||||||
|
Company's share of net operating income
|
$
|
118,745
|
|
|
$
|
7,074
|
|
|
$
|
112,351
|
|
|
$
|
62,431
|
|
|
$
|
71,009
|
|
|
$
|
371,610
|
|
|
% of Grand Totals
|
31.96
|
%
|
|
1.90
|
%
|
|
30.23
|
%
|
|
16.80
|
%
|
|
19.11
|
%
|
|
100.00
|
%
|
||||||
|
(1)
|
Rental Revenue is equal to total Revenue per the Company's Consolidated Statements of Operations, less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Contracts Revenue per the Consolidated Statements of Operations.
|
|
•
|
if there is a negative change in the economy, including, but not limited to, a reversal of current job growth trends and an increase in unemployment, it could have a negative effect on the following, among other things:
|
|
•
|
the fundamentals of our business, including overall market occupancy, tenant space utilization and rental rates;
|
|
•
|
the financial condition of our tenants, many of which are financial, legal, media/telecommunication, technology and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties; and
|
|
•
|
the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;
|
|
•
|
volatile or adverse global economic and political conditions, and dislocations in the credit markets could adversely affect our access to cost-effective capital and have a resulting material adverse effect on our business opportunities, results of operations and financial condition;
|
|
•
|
general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, tenant space utilization, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);
|
|
•
|
failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;
|
|
•
|
the ability of our joint venture partners to satisfy their obligations;
|
|
•
|
risks and uncertainties affecting property development and construction (including, without limitation, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, tenant accounting considerations that may result in negotiated lease provisions that limit a tenant’s liability during construction, and public opposition to such activities);
|
|
•
|
risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;
|
|
•
|
risks associated with forward interest rate contracts and the effectiveness of such arrangements;
|
|
•
|
risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;
|
|
•
|
risks associated with actual or threatened terrorist attacks;
|
|
•
|
costs of compliance with the Americans with Disabilities Act and other similar laws;
|
|
•
|
potential liability for uninsured losses and environmental contamination;
|
|
•
|
risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings;
|
|
•
|
risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended;
|
|
•
|
possible adverse changes in tax and environmental laws;
|
|
•
|
the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results;
|
|
•
|
risks associated with possible state and local tax audits;
|
|
•
|
risks associated with our dependence on key personnel whose continued service is not guaranteed; and
|
|
•
|
the other risk factors identified in our most recently filed Annual Reports on Form 10-K, including those described under the caption “Risk Factors.”
|
|
•
|
our understanding of tenants’ short- and long-term space utilization and amenity needs in the local markets;
|
|
•
|
our reputation as a premier developer, owner and manager of primarily Class A office properties;
|
|
•
|
our financial strength and our ability to maintain high building standards;
|
|
•
|
our focus on developing and operating in a sustainable and responsible manner; and
|
|
•
|
our relationships with local brokers.
|
|
•
|
ensuring tenant satisfaction;
|
|
•
|
leasing available space in our in-service and development properties, as well as proactively focusing on sizable future lease expirations;
|
|
•
|
completing the construction of our development properties;
|
|
•
|
continuing and completing the redevelopment and repositioning of several key properties to increase future revenue and asset values over the long-term;
|
|
•
|
maintaining discipline in our underwriting of investment opportunities by (1) seeking significant pre-leasing commitments before beginning new construction, and (2) targeting acquisition activity in non-stabilized assets near innovation centers where we see favorable prospects for overall growth and our operational expertise can create value;
|
|
•
|
managing our near-term debt maturities and maintaining our conservative balance sheet; and
|
|
•
|
actively managing our operations in a sustainable and responsible manner.
|
|
|
|
Three months ended March 31, 2019
|
||
|
|
|
(Square Feet)
|
||
|
Vacant space available at the beginning of the period
|
|
3,859,897
|
|
|
|
Property dispositions/properties taken out of service
|
|
(85,019
|
)
|
|
|
Leases expiring or terminated during the period
|
|
1,274,106
|
|
|
|
Total space available for lease
|
|
5,048,984
|
|
|
|
1
st
generation leases
|
|
244,430
|
|
|
|
2
nd
generation leases with new tenants
|
|
883,922
|
|
|
|
2
nd
generation lease renewals
|
|
738,267
|
|
|
|
Total space leased (1)
|
|
1,866,619
|
|
|
|
Vacant space available for lease at the end of the period
|
|
3,182,365
|
|
|
|
|
|
|
||
|
Leases executed during the period, in square feet (2)
|
|
1,522,346
|
|
|
|
|
|
|
||
|
Second generation leasing information
: (3)
|
|
|
||
|
Leases commencing during the period, in square feet
|
|
1,622,189
|
|
|
|
Weighted Average Lease Term
|
|
122 Months
|
|
|
|
Weighted Average Free Rent Period
|
|
111 Days
|
|
|
|
Total Transaction Costs Per Square Foot (4)
|
|
|
$79.40
|
|
|
Increase in Gross Rents (5)
|
|
6.15
|
%
|
|
|
Increase in Net Rents (6)
|
|
9.35
|
%
|
|
|
(1)
|
Represents leases for which rental revenue recognition has commenced in accordance with GAAP during the
three
months ended
March 31, 2019
.
|
|
(2)
|
Represents leases executed during the
three
months ended
March 31, 2019
for which we either (1) commenced rental revenue recognition in such period or (2) will commence rental revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development. The total square feet of leases executed and recognized in the
three
months ended
March 31, 2019
is
151,075
.
|
|
(3)
|
Second generation leases are defined as leases for space that had previously been leased by us. Of the
1,622,189
square feet of second generation leases that commenced during the
three
months ended
March 31, 2019
, leases for
1,471,114
square feet were signed in prior periods.
|
|
(4)
|
Total transaction costs include tenant improvements and leasing commissions, but exclude free rent concessions and other inducements in accordance with GAAP.
|
|
(5)
|
Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the
1,293,772
square feet of second generation leases that had been occupied within the prior 12 months for the
three
months ended
March 31, 2019
; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.
|
|
(6)
|
Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the
1,293,772
square feet of second generation leases that had been occupied within the prior 12 months for the
three
months ended
March 31, 2019
; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.
|
|
•
|
On February 14, 2019, we announced that we had entered into a 15-year lease with Google, LLC for approximately 362,000 net rentable square feet of Class A office space in a build-to-suit development project to be located at our 325 Main Street property at Kendall Center in Cambridge, Massachusetts. 325 Main Street currently consists of an approximately 115,000 net rentable square foot Class A office property that will be demolished and developed into an approximately 400,000 net rentable square foot Class A office property, including approximately 38,000 net rentable square feet of retail space. There can be no assurance that the project will commence.
|
|
•
|
On January 24, 2019, the ground lessor under our 65-year ground lease for land totaling approximately 5.6 acres at Platform 16 located in San Jose, California, which will support approximately 1.1 million square feet of commercial office space, made available for lease to us the remaining land parcels.
|
|
•
|
On January 10, 2019, we acquired land parcels at our Carnegie Center property located in Princeton, New Jersey for a gross purchase price of approximately $51.5 million, which includes an aggregate of approximately $8.6 million of additional amounts that are payable in the future to the seller upon the development or sale of each of the parcels. The land parcels could support approximately 1.7 million square feet of development.
|
|
•
|
On January 24, 2019, we completed the sale of our 2600 Tower Oaks Boulevard property located in Rockville, Maryland for a gross sales price of approximately
$22.7 million
. Net cash proceeds totaled approximately $21.4 million, resulting in a loss on sale of real estate totaling approximately $0.6 million. We recognized an impairment loss totaling approximately $3.1 million for BXP and approximately $1.5 million for BPLP during the year ended December 31, 2018. 2600 Tower Oaks Boulevard is an approximately
179,000
net rentable square foot Class A office property.
|
|
•
|
On January 24, 2019, a joint venture in which we have a 50% interest extended the loan collateralized by its Annapolis Junction Building Six property. At the time of the extension, the outstanding balance of the loan totaled approximately $13.0 million and was scheduled to mature on November 17, 2019, with one, one-year extension option, subject to certain conditions. The extended loan has a total commitment amount of approximately $14.3 million, bears interest at a variable rate equal to LIBOR plus 2.00% per annum and matures on November 17, 2020. Annapolis Junction Building Six is a Class A office property with approximately 119,000 net rentable square feet located in Annapolis, Maryland.
|
|
•
|
On April 1, 2019, we completed the acquisition of our partner's 5% ownership interest and promoted profits interest in the consolidated entity that owns Salesforce Tower located in San Francisco, California for cash totaling approximately $210.9 million, which amount was reduced by approximately $24.1 million, consisting of the repayment of our preferred equity and preferred return in the venture. The partner was entitled to receive an additional promoted payment based on the success of the property. Salesforce Tower is an approximately 1,421,000 net rentable square foot Class A office property (See Note
7
to the Consolidated Financial Statements).
|
|
•
|
At March 31, 2019, we evaluated the expected hold period of our One Tower Center property and based on a shorter than expected hold period, we reduced the carrying value of the property to our estimated fair value at March 31, 2019 and recognized an impairment loss totaling approximately $24.0 million for BXP and approximately $22.3 million for BPLP. Our estimated fair value was based on a pending offer from a third party to acquire the property and the subsequent execution of a purchase and sale agreement on April 18, 2019 for a gross sale price of approximately $38.0 million (See Note 12 to the Consolidated Financial Statements). One Tower Center is an approximately 410,000 net rentable square foot Class A office property located in East Brunswick, New Jersey.
|
|
•
|
On April 26, 2019, a joint venture in which we have a 50% interest obtained construction financing with a total commitment of $255.0 million collateralized by its 7750 Wisconsin Avenue development project located in Bethesda, Maryland. The construction financing bears interest at a variable rate equal to LIBOR plus 1.25% per annum and matures on April 26, 2023, with two, one-year extension options, subject to certain conditions. There have been no amounts drawn under the loan to date. 7750 Wisconsin Avenue is a 734,000 net rentable square foot build-to-suit Class A office project and below-grade parking garage.
|
|
|
|
Three months ended March 31,
|
|||||||||||||
|
|
|
2019
|
|
2018
|
|
Increase/
(Decrease) |
|
%
Change |
|||||||
|
|
|
(in thousands)
|
|||||||||||||
|
Net Income Attributable to Boston Properties, Inc. Common Shareholders
|
|
$
|
98,105
|
|
|
$
|
176,021
|
|
|
$
|
(77,916
|
)
|
|
(44.27
|
)%
|
|
Preferred dividends
|
|
2,625
|
|
|
2,625
|
|
|
—
|
|
|
—
|
%
|
|||
|
Net Income Attributable to Boston Properties, Inc.
|
|
100,730
|
|
|
178,646
|
|
|
(77,916
|
)
|
|
(43.61
|
)%
|
|||
|
Net Income Attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
|||||||
|
Noncontrolling interest—common units of Boston Properties Limited Partnership
|
|
11,599
|
|
|
20,432
|
|
|
(8,833
|
)
|
|
(43.23
|
)%
|
|||
|
Noncontrolling interests in property partnerships
|
|
18,830
|
|
|
17,234
|
|
|
1,596
|
|
|
9.26
|
%
|
|||
|
Net Income
|
|
131,159
|
|
|
216,312
|
|
|
(85,153
|
)
|
|
(39.37
|
)%
|
|||
|
Other Expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Add:
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense
|
|
101,009
|
|
|
90,220
|
|
|
10,789
|
|
|
11.96
|
%
|
|||
|
Impairment loss
|
|
24,038
|
|
|
—
|
|
|
24,038
|
|
|
100.00
|
%
|
|||
|
Other Income:
|
|
|
|
|
|
|
|
|
|||||||
|
Less:
|
|
|
|
|
|
|
|
|
|||||||
|
Gains (losses) from investments in securities
|
|
2,969
|
|
|
(126
|
)
|
|
3,095
|
|
|
2,456.35
|
%
|
|||
|
Interest and other income
|
|
3,753
|
|
|
1,648
|
|
|
2,105
|
|
|
127.73
|
%
|
|||
|
(Losses) gains on sales of real estate
|
|
(905
|
)
|
|
96,397
|
|
|
(97,302
|
)
|
|
(100.94
|
)%
|
|||
|
Income from unconsolidated joint ventures
|
|
213
|
|
|
461
|
|
|
(248
|
)
|
|
(53.80
|
)%
|
|||
|
Other Expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Add:
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
164,594
|
|
|
165,797
|
|
|
(1,203
|
)
|
|
(0.73
|
)%
|
|||
|
Transaction costs
|
|
460
|
|
|
21
|
|
|
439
|
|
|
2,090.48
|
%
|
|||
|
Payroll and related costs from management services contracts
|
|
3,395
|
|
|
2,885
|
|
|
510
|
|
|
17.68
|
%
|
|||
|
General and administrative expense
|
|
41,762
|
|
|
35,894
|
|
|
5,868
|
|
|
16.35
|
%
|
|||
|
Other Revenue:
|
|
|
|
|
|
|
|
|
|||||||
|
Less:
|
|
|
|
|
|
|
|
|
|||||||
|
Direct reimbursements of payroll and related costs from management services contracts
|
|
3,395
|
|
|
2,885
|
|
|
510
|
|
|
17.68
|
%
|
|||
|
Development and management services revenue
|
|
9,277
|
|
|
8,405
|
|
|
872
|
|
|
10.37
|
%
|
|||
|
Net Operating Income
|
|
$
|
447,715
|
|
|
$
|
401,459
|
|
|
$
|
46,256
|
|
|
11.52
|
%
|
|
|
|
Three months ended March 31,
|
|||||||||||||
|
|
|
2019
|
|
2018
|
|
Increase/
(Decrease) |
|
%
Change |
|||||||
|
|
|
(in thousands)
|
|||||||||||||
|
Net Income Attributable to Boston Properties Limited Partnership Common Unitholders
|
|
$
|
113,382
|
|
|
$
|
200,907
|
|
|
$
|
(87,525
|
)
|
|
(43.56
|
)%
|
|
Preferred distributions
|
|
2,625
|
|
|
2,625
|
|
|
—
|
|
|
—
|
%
|
|||
|
Net Income Attributable to Boston Properties Limited Partnership
|
|
116,007
|
|
|
203,532
|
|
|
(87,525
|
)
|
|
(43.00
|
)%
|
|||
|
Net Income Attributable to Noncontrolling Interests:
|
|
|
|
|
|
|
|
|
|||||||
|
Noncontrolling interests in property partnerships
|
|
18,830
|
|
|
17,234
|
|
|
1,596
|
|
|
9.26
|
%
|
|||
|
Net Income
|
|
134,837
|
|
|
220,766
|
|
|
(85,929
|
)
|
|
(38.92
|
)%
|
|||
|
Other Expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Add:
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense
|
|
101,009
|
|
|
90,220
|
|
|
10,789
|
|
|
11.96
|
%
|
|||
|
Impairment loss
|
|
22,272
|
|
|
—
|
|
|
22,272
|
|
|
100.00
|
%
|
|||
|
Less:
|
|
|
|
|
|
|
|
|
|||||||
|
Gains (losses) from investments in securities
|
|
2,969
|
|
|
(126
|
)
|
|
3,095
|
|
|
2,456.35
|
%
|
|||
|
Interest and other income
|
|
3,753
|
|
|
1,648
|
|
|
2,105
|
|
|
127.73
|
%
|
|||
|
(Losses) gains on sales of real estate
|
|
(905
|
)
|
|
98,907
|
|
|
(99,812
|
)
|
|
(100.92
|
)%
|
|||
|
Income from unconsolidated joint ventures
|
|
213
|
|
|
461
|
|
|
(248
|
)
|
|
(53.80
|
)%
|
|||
|
Other Expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Add:
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortization expense
|
|
162,682
|
|
|
163,853
|
|
|
(1,171
|
)
|
|
(0.71
|
)%
|
|||
|
Transaction costs
|
|
460
|
|
|
21
|
|
|
439
|
|
|
2,090.48
|
%
|
|||
|
Payroll and related costs from management services contracts
|
|
3,395
|
|
|
2,885
|
|
|
510
|
|
|
17.68
|
%
|
|||
|
General and administrative expense
|
|
41,762
|
|
|
35,894
|
|
|
5,868
|
|
|
16.35
|
%
|
|||
|
Other Revenue:
|
|
|
|
|
|
|
|
|
|||||||
|
Less:
|
|
|
|
|
|
|
|
|
|||||||
|
Direct reimbursements of payroll and related costs from management services contracts
|
|
3,395
|
|
|
2,885
|
|
|
510
|
|
|
17.68
|
%
|
|||
|
Development and management services revenue
|
|
9,277
|
|
|
8,405
|
|
|
872
|
|
|
10.37
|
%
|
|||
|
Net Operating Income
|
|
$
|
447,715
|
|
|
$
|
401,459
|
|
|
$
|
46,256
|
|
|
11.52
|
%
|
|
|
Same Property Portfolio
|
|
Properties
Placed In-Service
Portfolio
|
|
Properties in
Development or Redevelopment Portfolio |
|
Properties Sold Portfolio
|
|
Total Property Portfolio
|
||||||||||||||||||||||||||||||||||||||||||||
|
(dollars in thousands)
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
%
Change
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
%
Change |
||||||||||||||||||||||||||
|
Rental Revenue: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Lease Revenue (Excluding Termination Income)
|
$
|
633,948
|
|
|
$
|
598,594
|
|
|
$
|
35,354
|
|
|
5.91
|
%
|
|
$
|
29,571
|
|
|
$
|
3,710
|
|
|
$
|
867
|
|
|
$
|
839
|
|
|
$
|
347
|
|
|
$
|
6,119
|
|
|
$
|
664,733
|
|
|
$
|
609,262
|
|
|
$
|
55,471
|
|
|
9.10
|
%
|
|
Termination Income
|
7,132
|
|
|
825
|
|
|
6,307
|
|
|
764.48
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(196
|
)
|
|
532
|
|
|
6,936
|
|
|
1,362
|
|
|
5,574
|
|
|
409.25
|
%
|
||||||||||||
|
Lease Revenue
|
641,080
|
|
|
599,419
|
|
|
41,661
|
|
|
6.95
|
%
|
|
29,571
|
|
|
3,710
|
|
|
867
|
|
|
844
|
|
|
151
|
|
|
6,651
|
|
|
671,669
|
|
|
610,624
|
|
|
61,045
|
|
|
10.00
|
%
|
||||||||||||
|
Parking and Other Income
|
24,530
|
|
|
25,661
|
|
|
(1,131
|
)
|
|
(4.41
|
)%
|
|
229
|
|
|
23
|
|
|
6
|
|
|
19
|
|
|
8
|
|
|
272
|
|
|
24,773
|
|
|
25,975
|
|
|
(1,202
|
)
|
|
(4.63
|
)%
|
||||||||||||
|
Total Rental Revenue (1)
|
665,610
|
|
|
625,080
|
|
|
40,530
|
|
|
6.48
|
%
|
|
29,800
|
|
|
3,733
|
|
|
873
|
|
|
863
|
|
|
159
|
|
|
6,923
|
|
|
696,442
|
|
|
636,599
|
|
|
59,843
|
|
|
9.40
|
%
|
||||||||||||
|
Real Estate Operating Expenses
|
239,952
|
|
|
232,014
|
|
|
7,938
|
|
|
3.42
|
%
|
|
13,043
|
|
|
2,563
|
|
|
559
|
|
|
394
|
|
|
189
|
|
|
3,085
|
|
|
253,743
|
|
|
238,056
|
|
|
15,687
|
|
|
6.59
|
%
|
||||||||||||
|
Net Operating Income (Loss), excluding residential and hotel
|
425,658
|
|
|
393,066
|
|
|
32,592
|
|
|
8.29
|
%
|
|
16,757
|
|
|
1,170
|
|
|
314
|
|
|
469
|
|
|
(30
|
)
|
|
3,838
|
|
|
442,699
|
|
|
398,543
|
|
|
44,156
|
|
|
11.08
|
%
|
||||||||||||
|
Residential Net Operating Income (Loss) (2)
|
2,350
|
|
|
2,492
|
|
|
(142
|
)
|
|
(5.70
|
)%
|
|
1,591
|
|
|
(605
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,941
|
|
|
1,887
|
|
|
2,054
|
|
|
108.85
|
%
|
||||||||||||
|
Hotel Net Operating Income (2)
|
1,075
|
|
|
1,029
|
|
|
46
|
|
|
4.47
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
|
1,029
|
|
|
46
|
|
|
4.47
|
%
|
||||||||||||
|
Net Operating Income (Loss)
|
$
|
429,083
|
|
|
$
|
396,587
|
|
|
$
|
32,496
|
|
|
8.19
|
%
|
|
$
|
18,348
|
|
|
$
|
565
|
|
|
$
|
314
|
|
|
$
|
469
|
|
|
$
|
(30
|
)
|
|
$
|
3,838
|
|
|
$
|
447,715
|
|
|
$
|
401,459
|
|
|
$
|
46,256
|
|
|
11.52
|
%
|
|
(1)
|
Rental Revenue is equal to Revenue less Development and Management Services Revenue and Direct Reimbursements of Payroll and Related Costs from Management Services Revenue per the Consolidated Statements of Operations excluding the residential and hotel revenue that is noted below. Upon the adoption of ASU-2016-02 “Leases” on January 1, 2019, service income from tenants is included in Lease revenue. Prior to adoption, these amounts were included in the line item for Development and Management Services Revenue. We use Rental Revenue internally as a performance measure and in calculating other non-GAAP financial measures (e.g., NOI), which provides investors with information regarding our performance that is not immediately apparent from the comparable non-GAAP measures and allows investors to compare operating performance between periods.
|
|
(2)
|
For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page
51
. Residential Net Operating Income for the three months ended
March 31, 2019
and
2018
is comprised of Residential Revenue of
$7,715
and
$4,159
, less Residential Expenses of
$3,774
and
$2,272
, respectively. Hotel Net Operating Income for the three months ended
March 31, 2019
and
2018
is comprised of Hotel Revenue of
$8,938
and
$9,102
less Hotel Expenses of
$7,863
and
$8,073
, respectively, per the Consolidated Statements of Operations.
|
|
|
|
Quarter Initially Placed In-Service
|
|
Quarter Fully Placed In-Service
|
|
|
|
Rental Revenue
|
|
Real Estate Operating Expenses
|
|||||||||||||||||||||
|
Name
|
|
|
|
Square Feet
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|||||||||||||||||||||||
|
Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
191 Spring Street
|
|
Fourth Quarter, 2017
|
|
Fourth Quarter, 2018
|
|
170,997
|
|
|
$
|
1,823
|
|
|
$
|
927
|
|
|
$
|
896
|
|
|
$
|
591
|
|
|
$
|
388
|
|
|
$
|
203
|
|
|
Salesforce Tower
|
|
Fourth Quarter, 2017
|
|
Fourth Quarter, 2018
|
|
1,420,682
|
|
|
27,977
|
|
|
2,806
|
|
|
25,171
|
|
|
12,452
|
|
|
2,175
|
|
|
10,277
|
|
||||||
|
Total Office
|
|
|
|
|
|
1,591,679
|
|
|
29,800
|
|
|
3,733
|
|
|
26,067
|
|
|
13,043
|
|
|
2,563
|
|
|
10,480
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Signature at Reston
|
|
First Quarter, 2018
|
|
Second Quarter, 2018
|
|
517,783
|
|
|
2,218
|
|
|
81
|
|
|
2,137
|
|
|
1,477
|
|
|
686
|
|
|
791
|
|
||||||
|
Proto Kendall Square
|
|
Second Quarter, 2018
|
|
Third Quarter, 2018
|
|
166,717
|
|
|
1,510
|
|
|
—
|
|
|
1,510
|
|
|
660
|
|
|
—
|
|
|
660
|
|
||||||
|
Total Residential
|
|
|
|
|
|
684,500
|
|
|
3,728
|
|
|
81
|
|
|
3,647
|
|
|
2,137
|
|
|
686
|
|
|
1,451
|
|
||||||
|
|
|
|
|
|
|
2,276,179
|
|
|
$
|
33,528
|
|
|
$
|
3,814
|
|
|
$
|
29,714
|
|
|
$
|
15,180
|
|
|
$
|
3,249
|
|
|
$
|
11,931
|
|
|
|
|
|
|
|
|
Rental Revenue
|
|
Real Estate Operating Expenses
|
|||||||||||||||||||||
|
Name
|
|
Date commenced development / redevelopment
|
|
Square Feet
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
|||||||||||||
|
|
|
|
|
|
|
(dollars in thousands)
|
|||||||||||||||||||||||
|
One Five Nine East 53rd Street (1)
|
|
August 19, 2016
|
|
220,000
|
|
|
$
|
873
|
|
|
$
|
863
|
|
|
$
|
10
|
|
|
$
|
559
|
|
|
$
|
394
|
|
|
$
|
165
|
|
|
(1)
|
This is the low-rise portion of 601 Lexington Avenue in New York City. Rental revenue includes approximately $5,000 of termination income for the three months ended March 31, 2018.
|
|
|
|
|
|
|
|
|
|
Rental Revenue
|
|
Real Estate Operating Expenses
|
|||||||||||||||||||||
|
Name
|
|
Date Sold
|
|
Property Type
|
|
Square Feet
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
|||||||||||||
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|||||||||||||||||||||||
|
500 E Street, S.W.
|
|
January 9, 2018
|
|
Office
|
|
262,000
|
|
|
$
|
—
|
|
|
$
|
270
|
|
|
$
|
(270
|
)
|
|
$
|
—
|
|
|
$
|
129
|
|
|
$
|
(129
|
)
|
|
91 Hartwell Avenue
|
|
May 24, 2018
|
|
Office
|
|
119,000
|
|
|
—
|
|
|
763
|
|
|
(763
|
)
|
|
—
|
|
|
383
|
|
|
(383
|
)
|
||||||
|
Quorum Office Park
|
|
September 27, 2018
|
|
Office
|
|
268,000
|
|
|
—
|
|
|
1,097
|
|
|
(1,097
|
)
|
|
—
|
|
|
557
|
|
|
(557
|
)
|
||||||
|
1333 New Hampshire Avenue (1)
|
|
November 30, 2018
|
|
Office
|
|
315,000
|
|
|
—
|
|
|
4,009
|
|
|
(4,009
|
)
|
|
—
|
|
|
1,461
|
|
|
(1,461
|
)
|
||||||
|
Tower Oaks
|
|
December 20, 2018
|
|
Land
|
|
N/A
|
|
|
—
|
|
|
106
|
|
|
(106
|
)
|
|
—
|
|
|
54
|
|
|
(54
|
)
|
||||||
|
2600 Tower Oaks Boulevard (2)
|
|
January 24, 2019
|
|
Office
|
|
179,000
|
|
|
159
|
|
|
678
|
|
|
(519
|
)
|
|
189
|
|
|
501
|
|
|
(312
|
)
|
||||||
|
|
|
|
|
|
|
1,143,000
|
|
|
$
|
159
|
|
|
$
|
6,923
|
|
|
$
|
(6,764
|
)
|
|
$
|
189
|
|
|
$
|
3,085
|
|
|
$
|
(2,896
|
)
|
|
(1)
|
Rental revenue includes approximately $0.5 million of termination income for the three months ended March 31, 2018.
|
|
(2)
|
Rental revenue includes approximately $(0.2) million of termination income for the three months ended March 31, 2019.
|
|
|
|
The Lofts at Atlantic Wharf
|
|
The Avant at Reston Town Center
|
||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
Percentage
Change |
|
2019
|
|
2018
|
|
Percentage
Change |
||||||||||
|
Average Monthly Rental Rate (1)
|
|
$
|
4,433
|
|
|
$
|
4,116
|
|
|
7.7
|
%
|
|
$
|
2,352
|
|
|
$
|
2,347
|
|
|
0.2
|
%
|
|
Average Rental Rate Per Occupied Square Foot
|
|
$
|
4.86
|
|
|
$
|
4.61
|
|
|
5.4
|
%
|
|
$
|
2.57
|
|
|
$
|
2.58
|
|
|
(0.4
|
)%
|
|
Average Physical Occupancy (2)
|
|
94.6
|
%
|
|
92.3
|
%
|
|
2.5
|
%
|
|
90.3
|
%
|
|
94.1
|
%
|
|
(4.0
|
)%
|
||||
|
Average Economic Occupancy (3)
|
|
95.0
|
%
|
|
91.2
|
%
|
|
4.2
|
%
|
|
89.3
|
%
|
|
93.1
|
%
|
|
(4.1
|
)%
|
||||
|
(1)
|
Average Monthly Rental Rates are calculated by us as the average of the quotients obtained by dividing (A) rental revenue as determined in accordance with GAAP by (B) the number of occupied units for each month within the applicable fiscal period.
|
|
(2)
|
Average Physical Occupancy is defined as (1) the average number of occupied units divided by (2) the total number of units, expressed as a percentage.
|
|
(3)
|
Average Economic Occupancy is defined as (1) total possible revenue less vacancy loss divided by (2) total possible revenue, expressed as a percentage. Total possible revenue is determined by valuing average occupied units at contract rates and average vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Average Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property's total possible gross revenue.
Market Rents used by us in calculating Average Economic Occupancy are based on the current market rates set by the managers of our residential properties based on their experience in renting their residential property’s units and publicly available market data. Trends in market rents for a region as reported by others could vary. Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.
|
|
|
|
2019
|
|
2018
|
|
Percentage
Change
|
|||||
|
Occupancy
|
|
80.2
|
%
|
|
81.0
|
%
|
|
(1.0
|
)%
|
||
|
Average daily rate
|
|
$
|
221.39
|
|
|
$
|
218.84
|
|
|
1.2
|
%
|
|
Revenue per available room, REVPAR
|
|
$
|
177.63
|
|
|
$
|
177.34
|
|
|
0.2
|
%
|
|
|
|
Depreciation and Amortization Expense for the three months ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||||
|
|
|
(in thousands)
|
||||||||||
|
Same Property Portfolio
|
|
$
|
153,926
|
|
|
$
|
162,795
|
|
|
$
|
(8,869
|
)
|
|
Properties Placed in-Service Portfolio
|
|
10,509
|
|
|
1,479
|
|
|
9,030
|
|
|||
|
Properties Sold Portfolio
|
|
159
|
|
|
1,523
|
|
|
(1,364
|
)
|
|||
|
|
|
$
|
164,594
|
|
|
$
|
165,797
|
|
|
$
|
(1,203
|
)
|
|
|
|
Depreciation and Amortization Expense for the three months ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||||
|
|
|
(in thousands)
|
||||||||||
|
Same Property Portfolio
|
|
$
|
152,014
|
|
|
$
|
160,851
|
|
|
$
|
(8,837
|
)
|
|
Properties Placed in-Service Portfolio
|
|
10,509
|
|
|
1,479
|
|
|
9,030
|
|
|||
|
Properties Sold Portfolio
|
|
159
|
|
|
1,523
|
|
|
(1,364
|
)
|
|||
|
|
|
$
|
162,682
|
|
|
$
|
163,853
|
|
|
$
|
(1,171
|
)
|
|
Name
|
|
Date Sold
|
|
Property Type
|
|
Square Feet
|
|
Sale Price
|
|
Cash Proceeds
|
|
(Losses) Gains on Sale of Real Estate
|
|
||||||
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
2600 Tower Oaks Boulevard
|
|
January 24, 2019
|
|
Office
|
|
179,000
|
|
$
|
22.7
|
|
|
$
|
21.4
|
|
|
$
|
(0.6
|
)
|
(1)
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
500 E Street, S.W.
|
|
January 9, 2018
|
|
Office
|
|
262,000
|
|
$
|
118.6
|
|
|
$
|
116.1
|
|
|
$
|
96.4
|
|
|
|
(1)
|
Excludes approximately $0.3 million of losses on sales of real estate recognized during the three months ended March 31, 2019 related to loss amounts from sales of real estate occurring in prior years.
|
|
Name
|
|
Date Sold
|
|
Property Type
|
|
Square Feet
|
|
Sale Price
|
|
Cash Proceeds
|
|
(Losses) Gains on Sale of Real Estate
|
|
||||||
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
2600 Tower Oaks Boulevard
|
|
January 24, 2019
|
|
Office
|
|
179,000
|
|
$
|
22.7
|
|
|
$
|
21.4
|
|
|
$
|
(0.6
|
)
|
(1)
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
500 E Street, S.W.
|
|
January 9, 2018
|
|
Office
|
|
262,000
|
|
$
|
118.6
|
|
|
$
|
116.1
|
|
|
$
|
98.9
|
|
|
|
(1)
|
Excludes approximately $0.3 million of losses on sales of real estate recognized during the three months ended March 31, 2019 related to loss amounts from sales of real estate occurring in prior years.
|
|
Component
|
|
Change in interest expense for the three months ended March 31, 2019 compared to
March 31, 2018 |
||
|
|
|
(in thousands)
|
||
|
Increases to interest expense due to:
|
|
|
||
|
Issuance of $1 billion in aggregate principal of 4.500% senior notes due 2028 on November 28, 2018
|
|
$
|
11,321
|
|
|
Decrease in capitalized interest related to development projects
|
|
6,482
|
|
|
|
Utilization of the 2017 Credit Facility
|
|
3,458
|
|
|
|
Increase in interest due to finance leases
|
|
917
|
|
|
|
Total increases to interest expense
|
|
22,178
|
|
|
|
Decreases to interest expense due to:
|
|
|
||
|
Redemption of $700 million in aggregate principal of 5.875% senior notes due 2019 on December 13, 2018
|
|
(10,295
|
)
|
|
|
Increase in capitalized interest related to development projects that had finance leases
|
|
(917
|
)
|
|
|
Other interest expense (excluding senior notes)
|
|
(177
|
)
|
|
|
Total decreases to interest expense
|
|
(11,389
|
)
|
|
|
Total change in interest expense
|
|
$
|
10,789
|
|
|
Property
|
|
Noncontrolling Interests in Property Partnerships for the three months ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||||
|
|
|
(in thousands)
|
||||||||||
|
Salesforce Tower (1)
|
|
$
|
116
|
|
|
$
|
(164
|
)
|
|
$
|
280
|
|
|
767 Fifth Avenue (the General Motors Building)
|
|
2,298
|
|
|
462
|
|
|
1,836
|
|
|||
|
Times Square Tower
|
|
6,892
|
|
|
6,901
|
|
|
(9
|
)
|
|||
|
601 Lexington Avenue
|
|
4,664
|
|
|
6,327
|
|
|
(1,663
|
)
|
|||
|
100 Federal Street
|
|
2,555
|
|
|
1,398
|
|
|
1,157
|
|
|||
|
Atlantic Wharf Office
|
|
2,305
|
|
|
2,310
|
|
|
(5
|
)
|
|||
|
|
|
$
|
18,830
|
|
|
$
|
17,234
|
|
|
$
|
1,596
|
|
|
(1)
|
See Note
12
to the Consolidated Financial Statements.
|
|
•
|
fund normal recurring expenses;
|
|
•
|
meet debt service and principal repayment obligations, including balloon payments on maturing debt;
|
|
•
|
fund development/redevelopment costs;
|
|
•
|
fund capital expenditures, including major renovations, tenant improvements and leasing costs;
|
|
•
|
fund planned and possible acquisitions of properties, either directly or indirectly through the acquisition of equity interests therein,
|
|
•
|
fund dividend requirements on BXP’s Series B Preferred Stock; and
|
|
•
|
make the minimum distribution required to enable BXP to maintain its REIT qualification under the Internal Revenue Code of 1986, as amended.
|
|
•
|
cash flow from operations;
|
|
•
|
distribution of cash flows from joint ventures;
|
|
•
|
cash and cash equivalent balances;
|
|
•
|
BPLP’s 2017 Credit Facility and other short-term bridge facilities;
|
|
•
|
construction loans;
|
|
•
|
long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness);
|
|
•
|
sales of real estate; and
|
|
•
|
issuances of BXP equity securities and/or additional preferred or common units of partnership interest in BPLP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financings
|
|
|
|
|
|
|||||||||||||||
|
Construction Properties
|
|
Estimated Stabilization Date
|
|
Location
|
|
# of Buildings
|
|
Estimated Square Feet
|
|
Investment to Date (1)(2)(3)
|
|
Estimated Total Investment (1)(2)
|
|
Total Available (1)
|
|
Outstanding at 3/31/2019 (1)
|
|
Estimated Future Equity Requirement (1)(2)(4)
|
|
Percentage Leased (5)
|
|
|||||||||||||
|
Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
The Hub on Causeway - Podium (50% ownership)
|
|
Q4 2019
|
|
Boston, MA
|
|
1
|
|
|
385,000
|
|
|
$
|
128,118
|
|
|
$
|
141,870
|
|
|
$
|
102,300
|
|
|
$
|
70,007
|
|
|
$
|
—
|
|
|
88
|
%
|
|
|
145 Broadway
|
|
Q4 2019
|
|
Cambridge, MA
|
|
1
|
|
|
485,000
|
|
|
259,016
|
|
|
366,400
|
|
|
—
|
|
|
—
|
|
|
107,384
|
|
|
98
|
%
|
|
|||||
|
Dock 72 (50% ownership)
|
|
Q3 2021
|
|
Brooklyn, NY
|
|
1
|
|
|
670,000
|
|
|
165,880
|
|
|
243,150
|
|
|
125,000
|
|
|
71,448
|
|
|
23,718
|
|
|
33
|
%
|
|
|||||
|
17Fifty Presidents Street
|
|
Q3 2020
|
|
Reston, VA
|
|
1
|
|
|
276,000
|
|
|
56,941
|
|
|
142,900
|
|
|
—
|
|
|
—
|
|
|
85,959
|
|
|
100
|
%
|
|
|||||
|
20 CityPoint
|
|
Q1 2021
|
|
Waltham, MA
|
|
1
|
|
|
211,000
|
|
|
67,305
|
|
|
97,000
|
|
|
—
|
|
|
—
|
|
|
29,695
|
|
|
63
|
%
|
|
|||||
|
100 Causeway Street (50% ownership)
|
|
Q3 2022
|
|
Boston, MA
|
|
1
|
|
|
627,000
|
|
|
67,453
|
|
|
267,300
|
|
|
—
|
|
|
—
|
|
|
199,847
|
|
|
70
|
%
|
|
|||||
|
7750 Wisconsin Avenue (Marriott International Headquarters) (50% ownership)
|
|
Q3 2022
|
|
Bethesda, MD
|
|
1
|
|
|
734,000
|
|
|
60,268
|
|
|
198,900
|
|
|
—
|
|
|
—
|
|
|
138,632
|
|
|
100
|
%
|
(6)
|
|||||
|
Reston Gateway
|
|
Q4 2023
|
|
Reston, VA
|
|
2
|
|
|
1,062,000
|
|
|
50,218
|
|
|
715,300
|
|
|
—
|
|
|
|
|
|
665,082
|
|
|
80
|
%
|
|
|||||
|
Total Office Properties under Construction
|
|
|
|
9
|
|
|
4,450,000
|
|
|
855,199
|
|
|
2,172,820
|
|
|
227,300
|
|
|
141,455
|
|
|
1,250,317
|
|
|
78
|
%
|
|
|||||||
|
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
The Hub on Causeway - Residential (440 units) (50% ownership)
|
|
Q4 2021
|
|
Boston, MA
|
|
1
|
|
|
320,000
|
|
|
95,129
|
|
|
153,500
|
|
|
90,000
|
|
|
31,750
|
|
|
121
|
|
|
N/A
|
|
|
|||||
|
MacArthur Station Residences (402 units)
|
|
Q4 2021
|
|
Oakland, CA
|
|
1
|
|
|
324,000
|
|
|
84,271
|
|
|
263,600
|
|
|
—
|
|
|
—
|
|
|
179,329
|
|
|
N/A
|
|
(7)
|
|||||
|
Total Residential Properties under Construction
|
|
|
|
2
|
|
|
644,000
|
|
|
179,400
|
|
|
417,100
|
|
|
90,000
|
|
|
31,750
|
|
|
179,450
|
|
|
N/A
|
|
|
|||||||
|
Redevelopment Properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
One Five Nine East 53rd Street (55% ownership)
|
|
Q4 2019
|
|
New York, NY
|
|
—
|
|
|
220,000
|
|
|
107,915
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
42,085
|
|
|
90
|
%
|
(8)
|
|||||
|
Total Properties under Redevelopment
|
|
—
|
|
|
220,000
|
|
|
107,915
|
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
42,085
|
|
|
90
|
%
|
|
|||||||||
|
Total Properties under Construction and Redevelopment
|
|
11
|
|
|
5,314,000
|
|
|
$
|
1,142,514
|
|
|
$
|
2,739,920
|
|
|
$
|
317,300
|
|
|
$
|
173,205
|
|
|
$
|
1,471,852
|
|
|
78
|
%
|
(9)
|
||||
|
(1)
|
Represents our share.
|
|
(2)
|
Investment to Date, Estimated Total Investment and Estimated Future Equity Requirement all include our share of acquisition expenses, as applicable, and reflect our share of the estimated net revenue/expenses that we expect to incur prior to stabilization of the project, including any amounts actually received or paid through
March 31, 2019
.
|
|
(3)
|
Includes approximately
$109.8 million
of unpaid but accrued construction costs and leasing commissions.
|
|
(4)
|
Excludes approximately
$109.8 million
of unpaid but accrued construction costs and leasing commissions.
|
|
(5)
|
Represents percentage leased as of
May 2, 2019
, including leases with future commencement dates.
|
|
(6)
|
See Note
12
to the Consolidated Financial Statements.
|
|
(7)
|
This development is subject to a 99-year ground lease (including extension options) with an option to purchase in the future.
|
|
(8)
|
The low-rise portion of 601 Lexington Avenue.
|
|
(9)
|
Percentage leased excludes residential units.
|
|
|
Three months ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Increase
(Decrease) |
|||||||
|
(in thousands)
|
|||||||||||
|
Net cash provided by operating activities
|
$
|
207,234
|
|
|
$
|
225,778
|
|
|
$
|
(18,544
|
)
|
|
Net cash used in investing activities
|
(223,515
|
)
|
|
(183,788
|
)
|
|
(39,727
|
)
|
|||
|
Net cash used in financing activities
|
(190,612
|
)
|
|
(92,230
|
)
|
|
(98,382
|
)
|
|||
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
|
Acquisition of real estate (1)
|
$
|
(43,061
|
)
|
|
$
|
—
|
|
|
Construction in progress (2)
|
(85,632
|
)
|
|
(150,060
|
)
|
||
|
Building and other capital improvements
|
(32,719
|
)
|
|
(53,550
|
)
|
||
|
Tenant improvements
|
(54,242
|
)
|
|
(47,157
|
)
|
||
|
Proceeds from sales of real estate (3)
|
20,019
|
|
|
116,120
|
|
||
|
Capital contributions to unconsolidated joint ventures (4)
|
(26,995
|
)
|
|
(48,823
|
)
|
||
|
Investments in securities, net
|
(885
|
)
|
|
(318
|
)
|
||
|
Net cash used in investing activities
|
$
|
(223,515
|
)
|
|
$
|
(183,788
|
)
|
|
(1)
|
On January 10, 2019, we acquired land parcels at our Carnegie Center property located in Princeton, New Jersey for a gross purchase price of approximately $51.5 million, which includes an aggregate of approximately $8.6 million of additional amounts that are payable in the future to the seller upon the development or sale of each of the parcels. The land parcels will support approximately 1.7 million square feet of development.
|
|
(2)
|
Construction in progress for the three months ended March 31, 2019 includes ongoing expenditures associated with Salesforce Tower, which was placed in-service during the year ended December 31, 2018. In addition, we incurred costs associated with our continued development/redevelopment of One Five Nine East 53rd Street, 145 Broadway, 20 CityPoint, 17Fifty Presidents Street, Reston Gateway and MacArthur Station Residences.
|
|
(3)
|
On January 24, 2019, we completed the sale of our 2600 Tower Oaks Boulevard property located in Rockville, Maryland for a gross sales price of approximately $22.7 million. Net cash proceeds totaled approximately $21.4 million, resulting in a loss on sale of real estate totaling approximately $0.6 million. 2600 Tower Oaks Boulevard is an approximately 179,000 net rentable square foot Class A office property.
|
|
(4)
|
Capital contributions to unconsolidated joint ventures for the
three
months ended
March 31, 2019
consisted primarily of cash contributions of approximately $23.3 million to our 100 Causeway Street joint venture.
|
|
|
|
March 31, 2019
|
|
||||||||
|
|
|
Shares / Units Outstanding
|
|
Common Stock Equivalent
|
|
Equivalent Value (1)
|
|
||||
|
Common Stock
|
|
154,515
|
|
|
154,515
|
|
|
$
|
20,686,468
|
|
|
|
Common Operating Partnership Units
|
|
18,033
|
|
|
18,033
|
|
|
2,414,258
|
|
(2)
|
|
|
5.25% Series B Cumulative Redeemable Preferred Stock (callable on and after March 27, 2018)
|
|
80
|
|
|
—
|
|
|
200,000
|
|
|
|
|
Total Equity
|
|
|
|
172,548
|
|
|
$
|
23,300,726
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated Debt
|
|
|
|
|
|
|
$
|
11,005,558
|
|
|
|
|
Add:
|
|
|
|
|
|
|
|
||||
|
BXP’s share of unconsolidated joint venture debt (3)
|
|
|
|
|
|
919,217
|
|
|
|||
|
Subtract:
|
|
|
|
|
|
|
|
||||
|
Partners’ share of Consolidated Debt (4)
|
|
|
|
|
|
(1,203,572
|
)
|
|
|||
|
BXP’s Share of Debt
|
|
|
|
|
|
$
|
10,721,203
|
|
|
||
|
|
|
|
|
|
|
|
|
||||
|
Consolidated Market Capitalization
|
|
|
|
|
|
$
|
34,306,284
|
|
|
||
|
BXP’s Share of Market Capitalization
|
|
|
|
|
|
$
|
34,021,929
|
|
|
||
|
Consolidated Debt/Consolidated Market Capitalization
|
|
|
|
|
|
32.08
|
%
|
|
|||
|
BXP’s Share of Debt/BXP’s Share of Market Capitalization
|
|
|
|
31.51
|
%
|
|
|||||
|
(1)
|
Except for the Series B Cumulative Redeemable Preferred Stock, which is valued at the liquidation preference of $2,500.00 per share, values are based on the closing price per share of BXP’s Common Stock on March 29, 2019 of
$133.88
.
|
|
(2)
|
Includes long-term incentive plan units (including 2012 OPP Units, 2013 MYLTIP Units, 2014 MYLTIP Units, 2015 MYLTIP Units and 2016 MYLTIP Units), but excludes MYLTIP Units granted between 2017 and 2019.
|
|
(3)
|
See page
71
for additional information.
|
|
(4)
|
See page
70
for additional information.
|
|
(i)
|
the number of outstanding shares of common stock of BXP,
|
|
(ii)
|
the number of outstanding OP Units in BPLP (excluding OP Units held by BXP),
|
|
(iii)
|
the number of OP Units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, and
|
|
(iv)
|
the number of OP Units issuable upon conversion of 2012 OPP Units, 2013 MYLTIP Units, 2014 MYLTIP Units, 2015 MYLTIP Units and 2016 MYLTIP Units that were issued in the form of LTIP Units; plus
|
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
|
Debt Summary:
|
|
|
|
||||
|
Balance
|
|
|
|
||||
|
Fixed rate mortgage notes payable, net
|
$
|
2,959,908
|
|
|
$
|
2,974,930
|
|
|
Unsecured senior notes, net of discount
|
7,547,043
|
|
|
7,249,383
|
|
||
|
Unsecured line of credit
|
—
|
|
|
115,000
|
|
||
|
Unsecured term loan, net
|
498,607
|
|
|
—
|
|
||
|
Consolidated Debt
|
11,005,558
|
|
|
10,339,313
|
|
||
|
Add:
|
|
|
|
||||
|
BXP’s share of unconsolidated joint venture debt, net (1)
|
919,217
|
|
|
622,207
|
|
||
|
Subtract:
|
|
|
|
||||
|
Partners’ share of consolidated mortgage notes payable, net (2)
|
(1,203,572
|
)
|
|
(1,208,154
|
)
|
||
|
BXP’s Share of Debt
|
$
|
10,721,203
|
|
|
$
|
9,753,366
|
|
|
|
|
|
|
||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Consolidated Debt Financing Statistics:
|
|
|
|
||||
|
Percent of total debt:
|
|
|
|
||||
|
Fixed rate
|
95.47
|
%
|
|
98.89
|
%
|
||
|
Variable rate
|
4.53
|
%
|
|
1.11
|
%
|
||
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
||
|
GAAP Weighted-average interest rate at end of period:
|
|
|
|
||||
|
Fixed rate
|
4.01
|
%
|
|
4.09
|
%
|
||
|
Variable rate
|
3.49
|
%
|
|
2.73
|
%
|
||
|
Total
|
3.99
|
%
|
|
4.08
|
%
|
||
|
Coupon/Stated Weighted-average interest rate at end of period:
|
|
|
|
||||
|
Fixed rate
|
3.91
|
%
|
|
3.98
|
%
|
||
|
Variable rate
|
3.40
|
%
|
|
2.62
|
%
|
||
|
Total
|
3.88
|
%
|
|
3.97
|
%
|
||
|
Weighted-average maturity at end of period (in years):
|
|
|
|
||||
|
Fixed rate
|
5.9
|
|
|
6.1
|
|
||
|
Variable rate
|
3.1
|
|
|
4.1
|
|
||
|
Total
|
5.7
|
|
|
6.1
|
|
||
|
(1)
|
See page
71
for additional information.
|
|
(2)
|
See page
70
for additional information.
|
|
|
Coupon/Stated Rate
|
|
Effective Rate (1)
|
|
Principal Amount
|
|
Maturity Date (2)
|
||||
|
10 Year Unsecured Senior Notes
|
5.625
|
%
|
|
5.708
|
%
|
|
$
|
700,000
|
|
|
November 15, 2020
|
|
10 Year Unsecured Senior Notes
|
4.125
|
%
|
|
4.289
|
%
|
|
850,000
|
|
|
May 15, 2021
|
|
|
11 Year Unsecured Senior Notes
|
3.850
|
%
|
|
3.954
|
%
|
|
1,000,000
|
|
|
February 1, 2023
|
|
|
10.5 Year Unsecured Senior Notes
|
3.125
|
%
|
|
3.279
|
%
|
|
500,000
|
|
|
September 1, 2023
|
|
|
10.5 Year Unsecured Senior Notes
|
3.800
|
%
|
|
3.916
|
%
|
|
700,000
|
|
|
February 1, 2024
|
|
|
7 Year Unsecured Senior Notes
|
3.200
|
%
|
|
3.350
|
%
|
|
850,000
|
|
|
January 15, 2025
|
|
|
10 Year Unsecured Senior Notes
|
3.650
|
%
|
|
3.766
|
%
|
|
1,000,000
|
|
|
February 1, 2026
|
|
|
10 Year Unsecured Senior Notes
|
2.750
|
%
|
|
3.495
|
%
|
|
1,000,000
|
|
|
October 1, 2026
|
|
|
10 Year Unsecured Senior Notes
|
4.500
|
%
|
|
4.628
|
%
|
|
1,000,000
|
|
|
December 1, 2028
|
|
|
Total principal
|
|
|
|
|
7,600,000
|
|
|
|
|||
|
Net unamortized discount
|
|
|
|
|
(17,979
|
)
|
|
|
|||
|
Deferred financing costs, net
|
|
|
|
|
(34,978
|
)
|
|
|
|||
|
Total
|
|
|
|
|
$
|
7,547,043
|
|
|
|
||
|
(1)
|
Yield on issuance date including the effects of discounts on the notes, settlements of interest rate contracts and the amortization of financing costs.
|
|
(2)
|
No principal amounts are due prior to maturity
.
|
|
Properties
|
|
Stated Interest Rate
|
|
GAAP Interest Rate (1)
|
|
Stated Principal Amount
|
|
Deferred Financing Costs, Net
|
|
Carrying Amount
|
|
Carrying Amount (partners
’
share)
|
|
|
|
Maturity Date
|
||||||||||
|
|
|
(dollars in thousands)
|
||||||||||||||||||||||||
|
Wholly-owned
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
New Dominion Tech Park, Bldg. One
|
|
7.69
|
%
|
|
7.84
|
%
|
|
$
|
28,205
|
|
|
$
|
(149
|
)
|
|
$
|
28,056
|
|
|
N/A
|
|
|
|
|
January 15, 2021
|
|
|
University Place
|
|
6.94
|
%
|
|
6.99
|
%
|
|
5,121
|
|
|
(29
|
)
|
|
5,092
|
|
|
N/A
|
|
|
|
|
August 1, 2021
|
||||
|
|
|
|
|
|
|
33,326
|
|
|
(178
|
)
|
|
33,148
|
|
|
N/A
|
|
|
|
|
|
||||||
|
Consolidated Joint Ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
767 Fifth Avenue (the General Motors Building)
|
|
3.43
|
%
|
|
3.64
|
%
|
|
2,300,000
|
|
|
(28,592
|
)
|
|
2,271,408
|
|
|
$
|
908,664
|
|
|
(2)(3)(4)
|
|
June 9, 2027
|
|||
|
601 Lexington Avenue
|
|
4.75
|
%
|
|
4.79
|
%
|
|
656,356
|
|
|
(1,004
|
)
|
|
655,352
|
|
|
294,908
|
|
|
(5)
|
|
April 10, 2022
|
||||
|
|
|
|
|
|
|
2,956,356
|
|
|
(29,596
|
)
|
|
2,926,760
|
|
|
1,203,572
|
|
|
|
|
|
||||||
|
Total
|
|
|
|
|
|
$
|
2,989,682
|
|
|
$
|
(29,774
|
)
|
|
$
|
2,959,908
|
|
|
$
|
1,203,572
|
|
|
|
|
|
||
|
(1)
|
GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges and the effects of hedging transactions (if any).
|
|
(2)
|
The mortgage loan requires interest only payments with a balloon payment due at maturity.
|
|
(3)
|
This property is owned by a consolidated entity in which we have a 60% interest. The partners' share of the carrying amount has been adjusted for basis differentials.
|
|
(4)
|
In connection with the refinancing of the loan, we guaranteed the consolidated entity’s obligation to fund various reserves for tenant improvement costs and allowances, leasing commissions and free rent obligations in lieu of cash deposits. As of
March 31, 2019
, the maximum funding obligation under the guarantee was approximately
$110.5 million
. We earn a fee from the joint venture for providing the guarantee and have an agreement with our partners to reimburse the joint venture for their share of any payments made under the guarantee (See Note
6
to the Consolidated Financial Statements).
|
|
(5)
|
This property is owned by a consolidated entity in which we have a 55% interest.
|
|
Properties
|
|
Venture Ownership %
|
|
Stated Interest Rate
|
|
GAAP Interest Rate (1)
|
|
Stated Principal Amount
|
|
Deferred Financing Costs, Net
|
|
Carrying Amount
|
|
Carrying Amount (Our Share)
|
|
|
|
Maturity Date
|
|||||||||||
|
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||||
|
540 Madison Avenue
|
|
60
|
%
|
|
3.61
|
%
|
|
3.72
|
%
|
|
$
|
120,000
|
|
|
$
|
(557
|
)
|
|
$
|
119,443
|
|
|
$
|
71,666
|
|
|
(2)(3)
|
|
June 5, 2023
|
|
Santa Monica Business Park
|
|
55
|
%
|
|
4.06
|
%
|
|
4.24
|
%
|
|
300,000
|
|
|
(3,309
|
)
|
|
296,691
|
|
|
163,180
|
|
|
(2)(4)
|
|
July 19, 2025
|
||||
|
Market Square North
|
|
50
|
%
|
|
4.85
|
%
|
|
4.91
|
%
|
|
118,090
|
|
|
(126
|
)
|
|
117,964
|
|
|
58,982
|
|
|
|
|
October 1, 2020
|
||||
|
Annapolis Junction Building Six
|
|
50
|
%
|
|
4.50
|
%
|
|
4.95
|
%
|
|
12,941
|
|
|
(51
|
)
|
|
12,890
|
|
|
6,445
|
|
|
(5)
|
|
November 17, 2020
|
||||
|
Annapolis Junction Building Seven and Eight
|
|
50
|
%
|
|
4.86
|
%
|
|
5.14
|
%
|
|
35,282
|
|
|
(69
|
)
|
|
35,213
|
|
|
17,607
|
|
|
(6)
|
|
December 7, 2019
|
||||
|
1265 Main Street
|
|
50
|
%
|
|
3.77
|
%
|
|
3.84
|
%
|
|
38,760
|
|
|
(354
|
)
|
|
38,406
|
|
|
19,203
|
|
|
|
|
January 1, 2032
|
||||
|
Colorado Center
|
|
50
|
%
|
|
3.56
|
%
|
|
3.58
|
%
|
|
550,000
|
|
|
(860
|
)
|
|
549,140
|
|
|
274,570
|
|
|
(2)
|
|
August 9, 2027
|
||||
|
Dock 72
|
|
50
|
%
|
|
4.74
|
%
|
|
5.88
|
%
|
|
142,897
|
|
|
(5,960
|
)
|
|
136,937
|
|
|
68,468
|
|
|
(2)(7)
|
|
December 18, 2020
|
||||
|
The Hub on Causeway - Podium
|
|
50
|
%
|
|
4.75
|
%
|
|
5.22
|
%
|
|
140,013
|
|
|
(2,344
|
)
|
|
137,669
|
|
|
68,835
|
|
|
(2)(8)
|
|
September 6, 2021
|
||||
|
The Hub on Causeway - Residential
|
|
50
|
%
|
|
4.49
|
%
|
|
4.77
|
%
|
|
63,499
|
|
|
(1,572
|
)
|
|
61,927
|
|
|
30,963
|
|
|
(2)(9)
|
|
April 19, 2022
|
||||
|
500 North Capitol Street, NW
|
|
30
|
%
|
|
4.15
|
%
|
|
4.20
|
%
|
|
105,000
|
|
|
(247
|
)
|
|
104,753
|
|
|
31,426
|
|
|
(2)
|
|
June 6, 2023
|
||||
|
901 New York Avenue
|
|
25
|
%
|
|
3.61
|
%
|
|
3.69
|
%
|
|
225,000
|
|
|
(1,027
|
)
|
|
223,973
|
|
|
55,993
|
|
|
|
|
January 5, 2025
|
||||
|
3 Hudson Boulevard
|
|
25
|
%
|
|
6.01
|
%
|
|
6.09
|
%
|
|
80,000
|
|
|
(273
|
)
|
|
79,727
|
|
|
19,932
|
|
|
(2)(10)
|
|
July 13, 2023
|
||||
|
Metropolitan Square
|
|
20
|
%
|
|
5.75
|
%
|
|
5.81
|
%
|
|
159,847
|
|
|
(107
|
)
|
|
159,740
|
|
|
31,947
|
|
|
|
|
May 5, 2020
|
||||
|
Total
|
|
|
|
|
|
|
|
$
|
2,091,329
|
|
|
$
|
(16,856
|
)
|
|
$
|
2,074,473
|
|
|
$
|
919,217
|
|
|
|
|
|
|||
|
(1)
|
GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, which includes mortgage recording fees.
|
|
(2)
|
The loan requires interest only payments with a balloon payment due at maturity.
|
|
(3)
|
The mortgage loan bears interest at a variable rate equal to LIBOR plus 1.10% per annum.
|
|
(4)
|
The loan bears interest at a variable rate equal to LIBOR plus 1.28% per annum and matures on July 19, 2025. A subsidiary of the joint venture entered into interest rate swap contracts with notional amounts aggregating $300.0 million through April 1, 2025, resulting in a fixed rate of approximately 4.063% per annum through the expiration of the interest rate swap contracts.
|
|
(5)
|
The loan bears interest at a variable rate equal to LIBOR plus 2.00% per annum and matures on November 17, 2020.
|
|
(6)
|
The loan bears interest at a variable rate equal to LIBOR plus 2.35% per annum and matures on December 7, 2019, with three, one-year extension options, subject to certain conditions.
|
|
(7)
|
The construction financing bears interest at a variable rate equal to LIBOR plus 2.25% per annum and matures on December 18, 2020, with two, one-year extension option, subject to certain conditions.
|
|
(8)
|
The construction financing bears interest at a variable rate equal to LIBOR plus 2.25% per annum and matures on September 6, 2021, with two, one-year extension options, subject to certain conditions. In connection with the construction financing, we obtained the right to complete the construction of the garage underneath the project being developed by an affiliate of our joint venture partner and obtain funding from the garage construction lender. We agreed to guarantee completion of the garage to the construction lender and an affiliate of our partner agreed to reimburse us for our partner’s share of any payments under the guarantee.
|
|
(9)
|
The construction financing bears interest at a variable rate equal to LIBOR plus 2.00% per annum and matures on April 19, 2022, with two, one-year extension options, subject to certain conditions.
|
|
(10)
|
We provided $80.0 million of mortgage financing to the joint venture. The loan bears interest at a variable rate equal to LIBOR plus 3.50% per annum and matures on July 13, 2023, with extension options, subject to certain
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
|||||
|
|
(in thousands)
|
||||||
|
Net income attributable to Boston Properties, Inc. common shareholders
|
$
|
98,105
|
|
|
$
|
176,021
|
|
|
Add:
|
|
|
|
||||
|
Preferred dividends
|
2,625
|
|
|
2,625
|
|
||
|
Noncontrolling interest—common units of Boston Properties Limited Partnership
|
11,599
|
|
|
20,432
|
|
||
|
Noncontrolling interests in property partnerships
|
18,830
|
|
|
17,234
|
|
||
|
Net Income
|
131,159
|
|
|
216,312
|
|
||
|
Add:
|
|
|
|
||||
|
Depreciation and amortization expense
|
164,594
|
|
|
165,797
|
|
||
|
Noncontrolling interests in property partnerships’ share of depreciation and amortization
|
(18,002
|
)
|
|
(18,221
|
)
|
||
|
BXP’s share of depreciation and amortization from unconsolidated joint ventures
|
15,470
|
|
|
9,444
|
|
||
|
Corporate-related depreciation and amortization
|
(395
|
)
|
|
(405
|
)
|
||
|
Impairment loss
|
24,038
|
|
|
—
|
|
||
|
Less:
|
|
|
|
||||
|
(Losses) gains on sales of real estate
|
(905
|
)
|
|
96,397
|
|
||
|
Noncontrolling interests in property partnerships
|
18,830
|
|
|
17,234
|
|
||
|
Preferred dividends
|
2,625
|
|
|
2,625
|
|
||
|
Funds from Operations (FFO) attributable to Boston Properties Limited Partnership common unitholders (including Boston Properties, Inc.) (
“
Basic FFO
”
)
|
296,314
|
|
|
256,671
|
|
||
|
Less:
|
|
|
|
||||
|
Noncontrolling interest—common units of Boston Properties Limited Partnership’s share of funds from operations
|
30,307
|
|
|
26,108
|
|
||
|
FFO attributable to Boston Properties, Inc. common shareholders
|
$
|
266,007
|
|
|
$
|
230,563
|
|
|
Boston Properties, Inc.’s percentage share of Funds from Operations—basic
|
89.77
|
%
|
|
89.83
|
%
|
||
|
Weighted-average shares outstanding—basic
|
154,525
|
|
|
154,385
|
|
||
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|||||||
|
|
(in thousands)
|
||||||||||||
|
Basic FFO
|
$
|
296,314
|
|
|
172,131
|
|
|
$
|
256,671
|
|
|
171,867
|
|
|
Effect of Dilutive Securities
|
|
|
|
|
|
|
|
||||||
|
Stock Based Compensation
|
—
|
|
|
319
|
|
|
—
|
|
|
320
|
|
||
|
Diluted FFO
|
296,314
|
|
|
172,450
|
|
|
256,671
|
|
|
172,187
|
|
||
|
Less:
|
|
|
|
|
|
|
|
||||||
|
Noncontrolling interest—common units of Boston Properties Limited Partnership’s share of diluted FFO
|
30,251
|
|
|
17,606
|
|
|
26,060
|
|
|
17,482
|
|
||
|
Boston Properties, Inc.’s share of Diluted FFO (1)
|
$
|
266,063
|
|
|
154,844
|
|
|
$
|
230,611
|
|
|
154,705
|
|
|
(1)
|
BXP’s share of diluted FFO was
89.79%
and 89.85% for the three months ended
March 31, 2019
and
2018
, respectively.
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
|||||
|
|
(in thousands)
|
||||||
|
Net income attributable to Boston Properties Limited Partnership common unitholders
|
$
|
113,382
|
|
|
$
|
200,907
|
|
|
Add:
|
|
|
|
||||
|
Preferred distributions
|
2,625
|
|
|
2,625
|
|
||
|
Noncontrolling interests in property partnerships
|
18,830
|
|
|
17,234
|
|
||
|
Net Income
|
134,837
|
|
|
220,766
|
|
||
|
Add:
|
|
|
|
||||
|
Depreciation and amortization expense
|
162,682
|
|
|
163,853
|
|
||
|
Noncontrolling interests in property partnerships’ share of depreciation and amortization
|
(18,002
|
)
|
|
(18,221
|
)
|
||
|
BPLP
’
s share of depreciation and amortization from unconsolidated joint ventures
|
15,470
|
|
|
9,444
|
|
||
|
Corporate-related depreciation and amortization
|
(395
|
)
|
|
(405
|
)
|
||
|
Impairment loss
|
22,272
|
|
|
—
|
|
||
|
Less:
|
|
|
|
||||
|
(Losses) gains on sales of real estate
|
(905
|
)
|
|
98,907
|
|
||
|
Noncontrolling interests in property partnerships
|
18,830
|
|
|
17,234
|
|
||
|
Preferred distributions
|
2,625
|
|
|
2,625
|
|
||
|
Funds from Operations (FFO) attributable to Boston Properties Limited Partnership common unitholders (“Basic FFO”) (1)
|
$
|
296,314
|
|
|
$
|
256,671
|
|
|
Weighted-average units outstanding—basic
|
172,131
|
|
|
171,867
|
|
||
|
(1)
|
Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units, vested 2013 MYLTIP Units, vested 2014 MYLTIP Units, vested 2015 MYLTIP Units and vested 2016 MYLTIP Units).
|
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||
|
Income
(Numerator)
|
|
Units
(Denominator)
|
|
Income
(Numerator)
|
|
Units
(Denominator)
|
|||||||
|
|
(in thousands)
|
||||||||||||
|
Basic FFO
|
$
|
296,314
|
|
|
172,131
|
|
|
$
|
256,671
|
|
|
171,867
|
|
|
Effect of Dilutive Securities
|
|
|
|
|
|
|
|
||||||
|
Stock Based Compensation
|
—
|
|
|
319
|
|
|
—
|
|
|
320
|
|
||
|
Diluted FFO
|
$
|
296,314
|
|
|
172,450
|
|
|
$
|
256,671
|
|
|
172,187
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024+
|
|
Total
|
|
Estimated
Fair Value
|
||||||||||||||||
|
|
(dollars in thousands)
Mortgage debt, net
|
||||||||||||||||||||||||||||||
|
Fixed Rate
|
$
|
11,080
|
|
|
$
|
16,841
|
|
|
$
|
36,346
|
|
|
$
|
611,132
|
|
|
$
|
(3,494
|
)
|
|
$
|
2,288,003
|
|
|
$
|
2,959,908
|
|
|
$
|
2,948,057
|
|
|
Average Interest Rate
|
5.39
|
%
|
|
5.55
|
%
|
|
6.61
|
%
|
|
4.79
|
%
|
|
—
|
|
|
3.64
|
%
|
|
3.94
|
%
|
|
|
|||||||||
|
Variable Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
Unsecured debt, net
|
||||||||||||||||||||||||||||||
|
Fixed Rate
|
$
|
(7,060
|
)
|
|
$
|
690,595
|
|
|
$
|
841,899
|
|
|
$
|
(7,634
|
)
|
|
$
|
1,493,454
|
|
|
$
|
4,535,789
|
|
|
$
|
7,547,043
|
|
|
$
|
7,584,456
|
|
|
Average Interest Rate
|
—
|
|
|
5.71
|
%
|
|
4.29
|
%
|
|
—
|
|
|
3.73
|
%
|
|
3.84
|
%
|
|
4.04
|
%
|
|
|
|||||||||
|
Variable Rate
|
$
|
(341
|
)
|
|
$
|
(451
|
)
|
|
$
|
(451
|
)
|
|
$
|
499,850
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
498,607
|
|
|
$
|
500,728
|
|
|
|
|
$
|
3,679
|
|
|
$
|
706,985
|
|
|
$
|
877,794
|
|
|
$
|
1,103,348
|
|
|
$
|
1,489,960
|
|
|
$
|
6,823,792
|
|
|
$
|
11,005,558
|
|
|
$
|
11,033,241
|
|
|
(a)
|
During the three months ended March 31, 2019, Boston Properties, Inc. issued an aggregate of 14,129 shares of common stock in exchange for 14,129 common units of limited partnership held by certain limited partners of Boston Properties Limited Partnership. Of these shares, 1,200 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the common shares.
|
|
(b)
|
Not applicable.
|
|
(c)
|
Issuer Purchases of Equity Securities.
|
|
Period
|
(a)
Total Number of Shares of Common Stock Purchased
|
|
(b)
Average Price Paid per Common Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased
|
|||
|
January 1, 2019 - January 31, 2019
|
6,411
|
|
(1)
|
$
|
119.07
|
|
N/A
|
N/A
|
|
February 1, 2019 - February 28, 2019
|
1,283
|
|
(2)(4)
|
$
|
119.58
|
|
N/A
|
N/A
|
|
March 1, 2019 - March 31, 2019
|
19
|
|
(3)(4)
|
$
|
0.01
|
|
N/A
|
N/A
|
|
Total
|
7,713
|
|
|
$
|
118.86
|
|
N/A
|
N/A
|
|
(1)
|
Represents shares of common stock of Boston Properties, Inc. surrendered on January 15, 2019 by employees to Boston Properties, Inc. to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
|
|
(2)
|
Includes 114 shares of restricted common stock of Boston Properties, Inc. repurchased in connection with the termination of a certain employee’s employment with Boston Properties, Inc. and 1,169 shares of common stock surrendered by employees to Boston Properties, Inc. to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
|
|
(3)
|
Represents shares of restricted common stock of Boston Properties, Inc. repurchased in connection with the termination of certain employees’ employment with Boston Properties, Inc.
|
|
(4)
|
Under the terms of the applicable restricted stock award agreements, the shares were repurchased by Boston Properties, Inc. at a price of $0.01 per share, which was the amount originally paid by such employees for such shares.
|
|
(a)
|
Each time Boston Properties, Inc. issues shares of stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to Boston Properties Limited Partnership in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended March 31, 2019, in connection with issuances of common stock by Boston Properties, Inc. pursuant to issuances to employees of restricted common stock and exercises of non-qualified stock options under the Boston Properties, Inc. 2012 Stock Option and Incentive Plan and pursuant to issuances under the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, Boston Properties Limited Partnership issued an aggregate of approximately 50,592 common units to Boston Properties, Inc. in exchange for approximately $2.67 million, the aggregate proceeds of such common stock issuances to Boston Properties, Inc. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
|
|
(b)
|
Not Applicable.
|
|
(c)
|
Issuer Purchases of Equity Securities.
|
|
Period
|
(a)
Total Number of Units
Purchased
|
|
(b)
Average Price Paid per Unit
|
(c)
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased
|
|||
|
January 1, 2019 - January 31, 2019
|
6,411
|
|
(1)
|
$
|
119.07
|
|
N/A
|
N/A
|
|
February 1, 2019 - February 28, 2019
|
380,470
|
|
(2)(4)
|
$
|
0.65
|
|
N/A
|
N/A
|
|
March 1, 2019 - March 31, 2019
|
1,838
|
|
(3)(4)
|
$
|
0.25
|
|
N/A
|
N/A
|
|
Total
|
388,719
|
|
|
$
|
2.60
|
|
N/A
|
N/A
|
|
(1)
|
Represents common units previously held by Boston Properties, Inc. that were redeemed in connection with the surrender of shares of restricted Common Stock of Boston Properties, Inc. by employees to Boston Properties, Inc. to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.
|
|
(2)
|
Includes 364,980 2016 MYLTIP units. The measurement period for such 2016 MYLTIP units ended on February 9, 2019 and Boston Properties, Inc.’s total return to stockholders was sufficient for employees to earn and therefore become eligible to vest in a portion of the 2016 MYLTIP units. Under the terms of the applicable 2016 MYLTIP award agreements, the 364,980 unearned 2016 MYLTIP units were repurchased at a price of $0.25 per 2016 MYLTIP unit, which was the amount originally paid by each employee for the units. Also includes (1) 1,169 common units previously held by Boston Properties, Inc. that were redeemed in connection with the surrender of shares of restricted common stock of Boston Properties, Inc. by employees to Boston Properties, Inc. to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock, (2) 4,466 LTIP units, 620 2016 MYLTIP units, 3,950 2017 MYLTIP units and 5,171 2018 MYLTIP units that were repurchased by Boston Properties Limited Partnership in connection with the termination of a certain employee’s employment with Boston Properties, Inc. and (3) 114 common units previously held by Boston Properties, Inc. that were redeemed in connection with the repurchase of restricted shares of common stock of Boston Properties, Inc. in connection with the termination of a certain employee’s employment with Boston Properties, Inc.
|
|
(3)
|
Includes 1,819 LTIP units that were repurchased by Boston Properties Limited Partnership in connection with the termination of an employee’s employment with Boston Properties, Inc. and 19 common units previously held by Boston Properties, Inc. that were redeemed in connection with the repurchase of restricted shares of common stock of Boston Properties, Inc. in connection with the termination of an employee’s employment with Boston Properties, Inc.
|
|
(4)
|
Under the terms of the applicable restricted stock award agreements, LTIP unit vesting agreements, and MYLTIP award agreements, the shares were repurchased at a price of $0.01 per share and the LTIP units and MYLTIP units were repurchased at a price $0.25 per unit, which was the amount originally paid by such employees for such shares and units.
|
|
(a)
|
None.
|
|
(b)
|
None.
|
|
(a)
|
Exhibits
|
|
|
|
|
|
|
31.1
|
|
—
|
|
|
|
|
|
|
|
31.2
|
|
—
|
|
|
|
|
|
|
|
31.3
|
|
—
|
|
|
|
|
|
|
|
31.4
|
|
—
|
|
|
|
|
|
|
|
32.1
|
|
—
|
|
|
|
|
|
|
|
32.2
|
|
—
|
|
|
|
|
|
|
|
32.3
|
|
—
|
|
|
|
|
|
|
|
32.4
|
|
—
|
|
|
|
|
|
|
|
101
|
|
—
|
The following materials from Boston Properties, Inc.’s and Boston Properties Limited Partnership’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Capital and Noncontrolling Interests (vi) the Consolidated Statements of Cash Flows, and (vii) related notes to these financial statements.
|
|
|
BOSTON PROPERTIES, INC.
|
|
|
|
|
|
|
May 8, 2019
|
|
/s/ M
ICHAEL
R. W
ALSH
|
|
|
|
Michael R. Walsh
|
|
|
|
Chief Accounting Officer
(duly authorized officer and principal accounting officer)
|
|
|
BOSTON PROPERTIES LIMITED PARTNERSHIP
|
|
|
|
By: Boston Properties, Inc., its General Partner
|
|
|
|
|
|
|
May 8, 2019
|
|
/s/ M
ICHAEL
R. W
ALSH
|
|
|
|
Michael R. Walsh
|
|
|
|
Chief Accounting Officer
(duly authorized officer and principal accounting officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|