| BXP, INC.CONSOLIDATED BALANCE SHEETS(unaudited and in thousands, except for share and par value amounts) |
|---|
| June 30, 2024 | December 31, 2023 |
|---|
| ASSETS |
|---|
| Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,490,887 and $7,054,075 at June 30, 2024 and December 31, 2023, respectively) | $27,273,494 | $26,749,209 |
|---|
| Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2024 and December 31, 2023, respectively) | 372,896 | 401,680 |
|---|
| Right of use assets - operating leases (amounts related to VIEs of $149,605 and $158,885 at June 30, 2024 and December 31, 2023, respectively) | 344,292 | 324,298 |
|---|
| Less: accumulated depreciation (amounts related to VIEs of $(1,570,934) and $(1,501,483) at June 30, 2024 and December 31, 2023, respectively) | (7,198,566) | (6,881,728) |
|---|
| Total real estate | 20,792,116 | 20,593,459 |
|---|
| Cash and cash equivalents (amounts related to VIEs of $378,992 and $245,317 at June 30, 2024 and December 31, 2023, respectively) | 685,376 | 1,531,477 |
|---|
| Cash held in escrows (amounts related to VIEs of $6,805 and $22,160 at June 30, 2024 and December 31, 2023, respectively) | 52,125 | 81,090 |
|---|
| Investments in securities | 36,844 | 36,337 |
|---|
| Tenant and other receivables, net (amounts related to VIEs of $17,481 and $27,987 at June 30, 2024 and December 31, 2023, respectively) | 82,145 | 122,407 |
|---|
| Note receivable, net | 3,155 | 1,714 |
|---|
| Related party note receivable, net | 88,779 | 88,779 |
|---|
| Sales-type lease receivable, net | 14,182 | 13,704 |
|---|
| Accrued rental income, net (amounts related to VIEs of $416,840 and $401,159 at June 30, 2024 and December 31, 2023, respectively) | 1,414,622 | 1,355,212 |
|---|
| Deferred charges, net (amounts related to VIEs of $193,650 and $175,383 at June 30, 2024 and December 31, 2023, respectively) | 800,099 | 760,421 |
|---|
| Prepaid expenses and other assets (amounts related to VIEs of $14,753 and $11,824 at June 30, 2024 and December 31, 2023, respectively) | 86,188 | 64,230 |
|---|
| Investments in unconsolidated joint ventures | 1,418,817 | 1,377,319 |
|---|
| Total assets | $25,474,448 | $26,026,149 |
|---|
| LIABILITIES AND EQUITY |
|---|
| Liabilities: |
|---|
| Mortgage notes payable, net (amounts related to VIEs of $3,279,606 and $3,277,185 at June 30, 2024 and December 31, 2023, respectively) | $4,371,478 | $4,166,379 |
|---|
| Unsecured senior notes, net | 9,797,220 | 10,491,617 |
|---|
| Unsecured line of credit | — | — |
|---|
| Unsecured term loan, net | 698,776 | 1,198,301 |
|---|
| Unsecured commercial paper | 500,000 | — |
|---|
| Lease liabilities - finance leases (amounts related to VIEs of $20,864 and $20,794 at June 30, 2024 and December 31, 2023, respectively) | 375,601 | 417,961 |
|---|
| Lease liabilities - operating leases (amounts related to VIEs of $151,643 and $145,826 at June 30, 2024 and December 31, 2023, respectively) | 385,842 | 350,391 |
|---|
| Accounts payable and accrued expenses (amounts related to VIEs of $103,662 and $59,667 at June 30, 2024 and December 31, 2023, respectively) | 372,484 | 458,329 |
|---|
| Dividends and distributions payable | 172,172 | 171,176 |
|---|
| Accrued interest payable | 112,107 | 133,684 |
|---|
| Other liabilities (amounts related to VIEs of $95,202 and $115,275 at June 30, 2024 and December 31, 2023, respectively) | 398,525 | 445,947 |
|---|
| Total liabilities | 17,184,205 | 17,833,785 |
|---|
| BXP, INC.CONSOLIDATED BALANCE SHEETS(unaudited and in thousands, except for share and par value amounts) |
|---|
| June 30, 2024 | December 31, 2023 |
|---|
| Commitments and contingencies (See Note 8) |
|---|
| Redeemable deferred stock units— 128,584 and 119,471 units outstanding at redemption value at June 30, 2024 and December 31, 2023, respectively | 7,916 | 8,383 |
|---|
| Equity: |
|---|
| Stockholders’ equity attributable to BXP, Inc.: |
|---|
| Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding | — | — |
|---|
| Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued or outstanding | — | — |
|---|
| Common stock, $0.01 par value, 250,000,000 shares authorized, 157,176,741 and 157,019,766 issued and 157,097,841 and 156,940,866 outstanding at June 30, 2024 and December 31, 2023, respectively | 1,571 | 1,569 |
|---|
| Additional paid-in capital | 6,768,686 | 6,715,149 |
|---|
| Dividends in excess of earnings | (964,518) | (816,152) |
|---|
| Treasury common stock at cost, 78,900 shares at June 30, 2024 and December 31, 2023 | (2,722) | (2,722) |
|---|
| Accumulated other comprehensive loss | (155) | (21,147) |
|---|
| Total stockholders’ equity attributable to BXP, Inc. | 5,802,862 | 5,876,697 |
|---|
| Noncontrolling interests: |
|---|
| Common units of Boston Properties Limited Partnership | 677,789 | 666,580 |
|---|
| Property partnerships | 1,801,676 | 1,640,704 |
|---|
| Total equity | 8,282,327 | 8,183,981 |
|---|
| Total liabilities and equity | $25,474,448 | $26,026,149 |
|---|
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except for per share amounts)
| Three months ended June 30, | Six months ended June 30, |
|---|
| 2024 | 2023 | 2024 | 2023 |
|---|
| Revenue |
|---|
| Lease | $790,555 | $761,733 | $1,579,145 | $1,518,608 |
|---|
| Parking and other | 34,615 | 26,984 | 66,831 | 50,993 |
|---|
| Hotel | 14,812 | 13,969 | 22,998 | 22,070 |
|---|
| Development and management services | 6,352 | 9,858 | 12,506 | 18,838 |
|---|
| Direct reimbursements of payroll and related costs from management services contracts | 4,148 | 4,609 | 8,441 | 9,844 |
|---|
| Total revenue | 850,482 | 817,153 | 1,689,921 | 1,620,353 |
|---|
| Expenses |
|---|
| Operating |
|---|
| Rental | 321,426 | 291,036 | 635,583 | 582,344 |
|---|
| Hotel | 9,839 | 8,161 | 15,854 | 14,832 |
|---|
| General and administrative | 44,109 | 44,175 | 94,127 | 99,977 |
|---|
| Payroll and related costs from management services contracts | 4,148 | 4,609 | 8,441 | 9,844 |
|---|
| Transaction costs | 189 | 308 | 702 | 1,219 |
|---|
| Depreciation and amortization | 219,542 | 202,577 | 438,258 | 411,311 |
|---|
| Total expenses | 599,253 | 550,866 | 1,192,965 | 1,119,527 |
|---|
| Other income (expense) |
|---|
| Income (loss) from unconsolidated joint ventures | (5,799) | (6,668) | 13,387 | (14,237) |
|---|
| Interest and other income (loss) | 10,788 | 17,343 | 25,317 | 28,284 |
|---|
| Gains from investments in securities | 315 | 1,571 | 2,587 | 3,236 |
|---|
| Unrealized gain on non-real estate investment | 58 | 124 | 454 | 383 |
|---|
| Impairment loss | — | — | (13,615) | — |
|---|
| Interest expense | (149,642) | (142,473) | (311,533) | (276,680) |
|---|
| Net income | 106,949 | 136,184 | 213,553 | 241,812 |
|---|
| Net income attributable to noncontrolling interests |
|---|
| Noncontrolling interests in property partnerships | (17,825) | (19,768) | (35,046) | (38,428) |
|---|
| Noncontrolling interest—common units of the Operating Partnership | (9,509) | (12,117) | (19,009) | (21,169) |
|---|
| Net income attributable to BXP, Inc. | $79,615 | $104,299 | 159,498 | 182,215 |
|---|
| Basic earnings per common share attributable to BXP, Inc. |
|---|
| Net income | $0.51 | $0.67 | $1.02 | $1.16 |
|---|
| Weighted average number of common shares outstanding | 157,039 | 156,826 | 157,011 | 156,815 |
|---|
| Diluted earnings per common share attributable to BXP, Inc. |
|---|
| Net income | $0.51 | $0.66 | $1.01 | $1.16 |
|---|
| Weighted average number of common and common equivalent shares outstanding | 157,291 | 157,218 | 157,210 | 157,131 |
|---|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited and in thousands)
| Three months ended June 30, | Six months ended June 30, |
|---|
| 2024 | 2023 | 2024 | 2023 |
|---|
| Net income | $106,949 | $136,184 | $213,553 | $241,812 |
|---|
| Other comprehensive income: |
|---|
| Effective portion of interest rate contracts | 936 | 14,965 | 17,287 | 8,427 |
|---|
| Amortization of interest rate contracts (1) | 3,081 | 1,674 | 6,441 | 3,349 |
|---|
| Other comprehensive income | 4,017 | 16,639 | 23,728 | 11,776 |
|---|
| Comprehensive income | 110,966 | 152,823 | 237,281 | 253,588 |
|---|
| Net income attributable to noncontrolling interests | (27,334) | (31,885) | (54,055) | (59,597) |
|---|
| Other comprehensive income attributable to noncontrolling interests | (552) | (1,831) | (2,736) | (1,463) |
|---|
| Comprehensive income attributable to BXP, Inc. | $83,080 | $119,107 | $180,490 | $192,528 |
|---|
(1)Amounts reclassified from comprehensive income primarily to interest expense within BXP, Inc.’s Consolidated Statements of Operations.
| BXP, INC.CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands) |
|---|
| Common Stock · Additional Paid-in Capital · Dividends in Excess of Earnings · Treasury Stock,at cost · Accumulated Other Comprehensive Loss · Noncontrolling Interests - Common Units · Noncontrolling Interests - Property Partnerships · Total |
|---|
| Shares · Amount |
|---|
| Equity, March 31, 2024 | 157,049 | $1,570 | $6,752,648 | $(890,177) | $(2,722) | $(3,620) | $684,969 | $1,734,904 | $8,277,572 |
|---|
| Redemption of operating partnership units to common stock | 41 | 1 | 1,450 | — | — | — | (1,451) | — | — |
|---|
| Allocated net income for the period | — | — | — | 79,615 | — | — | 9,509 | 17,825 | 106,949 |
|---|
| Dividends/distributions declared | — | — | — | (153,956) | — | — | (18,842) | — | (172,798) |
|---|
| Net activity from stock option and incentive plan | 8 | — | 2,499 | — | — | — | 14,041 | — | 16,540 |
|---|
| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | — | — | 1,244 | — | — | — | — | 66,237 | 67,481 |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | — | — | — | (17,434) | (17,434) |
|---|
| Effective portion of interest rate contracts | — | — | — | — | — | 835 | 101 | — | 936 |
|---|
| Amortization of interest rate contracts | — | — | — | — | — | 2,630 | 307 | 144 | 3,081 |
|---|
| Reallocation of noncontrolling interest | — | — | 10,845 | — | — | — | (10,845) | — | — |
|---|
| Equity, June 30, 2024 | 157,098 | $1,571 | $6,768,686 | $(964,518) | $(2,722) | $(155) | $677,789 | $1,801,676 | $8,282,327 |
|---|
| Equity, March 31, 2023 | 156,830 | $1,568 | $6,549,314 | $(467,159) | $(2,722) | $(18,214) | $691,627 | $1,552,070 | $8,306,484 |
|---|
| Redemption of operating partnership units to common stock | 16 | 1 | 598 | — | — | — | (599) | — | — |
|---|
| Allocated net income for the period | — | — | — | 104,325 | — | — | 12,091 | 19,768 | 136,184 |
|---|
| Dividends/distributions declared | — | — | — | (153,716) | — | — | (18,376) | — | (172,092) |
|---|
| Net activity from stock option and incentive plan | 8 | — | (110) | — | — | — | 14,052 | — | 13,942 |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | — | — | — | (14,614) | (14,614) |
|---|
| Effective portion of interest rate contracts | — | — | — | — | — | 13,435 | 1,530 | — | 14,965 |
|---|
| Amortization of interest rate contracts | — | — | — | — | — | 1,373 | 157 | 144 | 1,674 |
|---|
| Reallocation of noncontrolling interest | — | — | 11,359 | — | — | — | (11,359) | — | — |
|---|
| Equity, June 30, 2023 | 156,854 | $1,569 | $6,561,161 | $(516,550) | $(2,722) | $(3,406) | $689,123 | $1,557,368 | $8,286,543 |
|---|
| BXP, INC.CONSOLIDATED STATEMENTS OF EQUITY (unaudited and in thousands) |
|---|
| Common Stock · Additional Paid-in Capital · Dividends in Excess of Earnings · Treasury Stock,at cost · Accumulated Other Comprehensive Loss · Noncontrolling Interests - Common Units · Noncontrolling Interests - Property Partnerships · Total |
|---|
| Shares · Amount |
|---|
| Equity, December 31, 2023 | 156,941 | $1,569 | $6,715,149 | $(816,152) | $(2,722) | $(21,147) | $666,580 | $1,640,704 | $8,183,981 |
|---|
| Redemption of operating partnership units to common stock | 77 | 2 | 2,752 | — | — | — | (2,754) | — | — |
|---|
| Allocated net income for the period | — | — | — | 159,498 | — | — | 19,009 | 35,046 | 213,553 |
|---|
| Dividends/distributions declared | — | — | — | (307,864) | — | — | (37,706) | — | (345,570) |
|---|
| Shares issued pursuant to stock purchase plan | 8 | — | 600 | — | — | — | — | — | 600 |
|---|
| Net activity from stock option and incentive plan | 72 | — | 4,761 | — | — | — | 28,310 | — | 33,071 |
|---|
| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | — | — | 47,326 | — | — | — | — | 163,097 | 210,423 |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | — | — | — | (37,459) | (37,459) |
|---|
| Effective portion of interest rate contracts | — | — | — | — | — | 15,481 | 1,806 | — | 17,287 |
|---|
| Amortization of interest rate contracts | — | — | — | — | — | 5,511 | 642 | 288 | 6,441 |
|---|
| Reallocation of noncontrolling interest | — | — | (1,902) | — | — | — | 1,902 | — | — |
|---|
| Equity, June 30, 2024 | 157,098 | $1,571 | $6,768,686 | $(964,518) | $(2,722) | $(155) | $677,789 | $1,801,676 | $8,282,327 |
|---|
| Equity, December 31, 2022 | 156,758 | $1,568 | $6,539,147 | $(391,356) | $(2,722) | $(13,718) | $683,583 | $1,547,317 | $8,363,819 |
|---|
| Redemption of operating partnership units to common stock | 21 | 1 | 793 | — | — | — | (794) | — | — |
|---|
| Allocated net income for the period | — | — | — | 182,215 | — | — | 21,169 | 38,428 | 241,812 |
|---|
| Dividends/distributions declared | — | — | — | (307,409) | — | — | (36,737) | — | (344,146) |
|---|
| Shares issued pursuant to stock purchase plan | 9 | — | 586 | — | — | — | — | — | 586 |
|---|
| Net activity from stock option and incentive plan | 66 | — | 3,338 | — | — | — | 38,023 | — | 41,361 |
|---|
| Contributions from noncontrolling interests in property partnerships | — | — | — | — | — | — | — | 7,555 | 7,555 |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | — | — | — | (36,220) | (36,220) |
|---|
| Effective portion of interest rate contracts | — | — | — | — | — | 7,565 | 862 | — | 8,427 |
|---|
| Amortization of interest rate contracts | — | — | — | — | — | 2,747 | 314 | 288 | 3,349 |
|---|
| Reallocation of noncontrolling interest | — | — | 17,297 | — | — | — | (17,297) | — | — |
|---|
| Equity, June 30, 2023 | 156,854 | $1,569 | $6,561,161 | $(516,550) | $(2,722) | $(3,406) | $689,123 | $1,557,368 | $8,286,543 |
|---|
| BXP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited and in thousands) |
|---|
| Six months ended June 30, |
|---|
| 2024 | 2023 |
|---|
| Cash flows from operating activities: |
|---|
| Net income | $213,553 | $241,812 |
|---|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|---|
| Depreciation and amortization | 438,258 | 411,311 |
|---|
| Impairment loss | 13,615 | — |
|---|
| Amortization of right of use assets - operating leases | 1,785 | 929 |
|---|
| Amortization of sales type lease | (488) | — |
|---|
| Amortization of above and below market leases | (2,947) | — |
|---|
| Non-cash compensation expense | 35,187 | 41,524 |
|---|
| (Income) loss from unconsolidated joint ventures | (13,387) | 14,237 |
|---|
| Distributions of net cash flow from operations of unconsolidated joint ventures | 21,153 | 11,437 |
|---|
| Gains from investments in securities | (2,587) | (3,236) |
|---|
| Allowance for current expected credit losses (gains) | 36 | 264 |
|---|
| Non-cash portion of interest expense | 14,172 | 14,940 |
|---|
| Unrealized gain on non-real estate investment | (454) | (383) |
|---|
| Change in assets and liabilities: |
|---|
| Tenant and other receivables, net | 39,743 | 3,721 |
|---|
| Accrued rental income, net | (52,590) | (42,965) |
|---|
| Prepaid expenses and other assets | (16,985) | (24,758) |
|---|
| Right of use assets - operating lease | (750) | — |
|---|
| Lease liabilities - operating leases | (997) | 140 |
|---|
| Accounts payable and accrued expenses | (24,650) | 6,320 |
|---|
| Accrued interest payable | (21,637) | 7,314 |
|---|
| Other liabilities | (32,922) | (21,773) |
|---|
| Tenant leasing costs | (42,449) | (47,651) |
|---|
| Total adjustments | 351,106 | 371,371 |
|---|
| Net cash provided by operating activities | 564,659 | 613,183 |
|---|
| Cash flows from investing activities: |
|---|
| Construction in progress | (313,602) | (235,331) |
|---|
| Building and other capital improvements | (66,799) | (78,344) |
|---|
| Tenant improvements | (117,848) | (135,743) |
|---|
| Acquisition of real estate (net of cash received upon consolidation) | 6,086 | — |
|---|
| Capital contributions to unconsolidated joint ventures | (60,461) | (103,595) |
|---|
| Capital distributions from unconsolidated joint ventures | — | 7,350 |
|---|
| Investment in non-real estate investments | (625) | (733) |
|---|
| Issuance of note receivables (including related party) | (1,423) | (10,500) |
|---|
| Investments in securities, net | 1,168 | 2,032 |
|---|
| Net cash used in investing activities | (553,504) | (554,864) |
|---|
| Cash flows from financing activities: |
|---|
| Repayments of mortgage notes payable | (2,019) | — |
|---|
| Proceeds from unsecured senior notes | — | 747,727 |
|---|
| Repayment / redemption of unsecured senior notes | (700,000) | — |
|---|
| Borrowings on unsecured term loan | — | 1,200,000 |
|---|
| Payments on finance lease obligations | (5,999) | — |
|---|
| BXP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited and in thousands) |
|---|
| Six months ended June 30, |
|---|
| 2024 | 2023 |
|---|
| Repayment of unsecured term loan | (500,000) | (730,000) |
|---|
| Borrowings on commercial paper program | 1,859,075 | — |
|---|
| Repayments on commercial paper program | (1,359,075) | — |
|---|
| Deferred financing costs | (2,633) | (12,339) |
|---|
| Net activity from equity transactions | (2,136) | (39) |
|---|
| Dividends and distributions | (344,574) | (343,325) |
|---|
| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | 208,599 | 7,555 |
|---|
| Distributions to noncontrolling interests in property partnerships | (37,459) | (36,220) |
|---|
| Net cash provided by (used in) financing activities | (886,221) | 833,359 |
|---|
| Net increase (decrease) in cash and cash equivalents and cash held in escrows | (875,066) | 891,678 |
|---|
| Cash and cash equivalents and cash held in escrows, beginning of period | 1,612,567 | 736,812 |
|---|
| Cash and cash equivalents and cash held in escrows, end of period | $737,501 | $1,628,490 |
|---|
| Reconciliation of cash and cash equivalents and cash held in escrows: |
|---|
| Cash and cash equivalents, beginning of period | $1,531,477 | $690,333 |
|---|
| Cash held in escrows, beginning of period | 81,090 | 46,479 |
|---|
| Cash and cash equivalents and cash held in escrows, beginning of period | $1,612,567 | $736,812 |
|---|
| Cash and cash equivalents, end of period | $685,376 | $1,581,575 |
|---|
| Cash held in escrows, end of period | 52,125 | 46,915 |
|---|
| Cash and cash equivalents and cash held in escrows, end of period | $737,501 | $1,628,490 |
|---|
| Supplemental disclosures: |
|---|
| Cash paid for interest (net of amounts capitalized) | $342,409 | $273,214 |
|---|
| Interest capitalized | $19,717 | $21,153 |
|---|
| Non-cash investing and financing activities: |
|---|
| Write-off of fully depreciated real estate | $(57,999) | $(85,878) |
|---|
| Change in real estate included in accounts payable and accrued expenses | $(48,896) | $25,562 |
|---|
| Right of use assets obtained in exchange for lease liabilities - operating lease | $30,631 | $— |
|---|
| Lease liability - finance lease reversal for re-assessment event | $(38,491) | $— |
|---|
| Right of use asset - finance lease reversal for re-assessment event | $(28,962) | $— |
|---|
| Non-cash distributions to noncontrolling interests in property partnerships, net | $60,410 | $— |
|---|
| Capitalized operating lease costs | $15,098 | $— |
|---|
| Investment in unconsolidated joint ventures eliminated upon consolidation | $(11,834) | $— |
|---|
| Mortgage note payable recorded upon consolidation | $207,093 | $— |
|---|
| Real estate and intangibles recorded upon consolidation | $(220,015) | $— |
|---|
| Dividends and distributions declared but not paid | $172,172 | $171,465 |
|---|
| Conversions of noncontrolling interests to stockholders’ equity | $2,754 | $794 |
|---|
| Issuance of restricted securities to employees and non-employee directors | $43,366 | $47,885 |
|---|
| BOSTON PROPERTIES LIMITED PARTNERSHIPCONSOLIDATED BALANCE SHEETS(unaudited and in thousands, except for unit amounts) |
|---|
| June 30, 2024 | December 31, 2023 |
|---|
| ASSETS |
|---|
| Real estate, at cost (amounts related to variable interest entities (“VIEs”) of $7,490,887 and $7,054,075 at June 30, 2024 and December 31, 2023, respectively) | $26,907,229 | $26,382,944 |
|---|
| Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at June 30, 2024 and December 31, 2023, respectively) | 372,896 | 401,680 |
|---|
| Right of use assets - operating leases (amounts related to VIEs of $149,605 and $158,885 at June 30, 2024 and December 31, 2023, respectively) | 344,292 | 324,298 |
|---|
| Less: accumulated depreciation (amounts related to VIEs of $(1,570,934) and $(1,501,483) at June 30, 2024 and December 31, 2023, respectively) | (7,071,799) | (6,758,361) |
|---|
| Total real estate | 20,552,618 | 20,350,561 |
|---|
| Cash and cash equivalents (amounts related to VIEs of $378,992 and $245,317 at June 30, 2024 and December 31, 2023, respectively) | 685,376 | 1,531,477 |
|---|
| Cash held in escrows (amounts related to VIEs of $6,805 and $22,160 at June 30, 2024 and December 31, 2023, respectively) | 52,125 | 81,090 |
|---|
| Investments in securities | 36,844 | 36,337 |
|---|
| Tenant and other receivables, net (amounts related to VIEs of $17,481 and $27,987 at June 30, 2024 and December 31, 2023, respectively) | 82,145 | 122,407 |
|---|
| Note receivable, net | 3,155 | 1,714 |
|---|
| Related party note receivable, net | 88,779 | 88,779 |
|---|
| Sales-type lease receivable, net | 14,182 | 13,704 |
|---|
| Accrued rental income, net (amounts related to VIEs of $416,840 and $401,159 at June 30, 2024 and December 31, 2023, respectively) | 1,414,622 | 1,355,212 |
|---|
| Deferred charges, net (amounts related to VIEs of $193,650 and $175,383 at June 30, 2024 and December 31, 2023, respectively) | 800,099 | 760,421 |
|---|
| Prepaid expenses and other assets (amounts related to VIEs of $14,753 and $11,824 at June 30, 2024 and December 31, 2023, respectively) | 86,188 | 64,230 |
|---|
| Investments in unconsolidated joint ventures | 1,418,817 | 1,377,319 |
|---|
| Total assets | $25,234,950 | $25,783,251 |
|---|
| LIABILITIES AND CAPITAL |
|---|
| Liabilities: |
|---|
| Mortgage notes payable, net (amounts related to VIEs of $3,279,606 and $3,277,185 at June 30, 2024 and December 31, 2023, respectively) | $4,371,478 | $4,166,379 |
|---|
| Unsecured senior notes, net | 9,797,220 | 10,491,617 |
|---|
| Unsecured line of credit | — | — |
|---|
| Unsecured term loan, net | 698,776 | 1,198,301 |
|---|
| Unsecured commercial paper | 500,000 | — |
|---|
| Lease liabilities - finance leases (amounts related to VIEs of $20,864 and $20,794 at June 30, 2024 and December 31, 2023, respectively) | 375,601 | 417,961 |
|---|
| Lease liabilities - operating leases (amounts related to VIEs of $151,643 and $145,826 at June 30, 2024 and December 31, 2023, respectively) | 385,842 | 350,391 |
|---|
| Accounts payable and accrued expenses (amounts related to VIEs of $103,662 and $59,667 at June 30, 2024 and December 31, 2023, respectively) | 372,484 | 458,329 |
|---|
| Dividends and distributions payable | 172,172 | 171,176 |
|---|
| Accrued interest payable | 112,107 | 133,684 |
|---|
| Other liabilities (amounts related to VIEs of $95,202 and $115,275 at June 30, 2024 and December 31, 2023, respectively) | 398,525 | 445,947 |
|---|
| Total liabilities | 17,184,205 | 17,833,785 |
|---|
| BOSTON PROPERTIES LIMITED PARTNERSHIPCONSOLIDATED BALANCE SHEETS(unaudited and in thousands, except for unit amounts) |
|---|
| June 30, 2024 | December 31, 2023 |
|---|
| Commitments and contingencies (See Note 8) |
|---|
| Redeemable deferred stock units— 128,584 and 119,471 units outstanding at redemption value at June 30, 2024 and December 31, 2023, respectively | 7,916 | 8,383 |
|---|
| Noncontrolling interests: |
|---|
| Redeemable partnership units— 16,454,712 and 16,508,277 common units and 2,681,580 and 2,065,861 long term incentive units outstanding at redemption value at June 30, 2024 and December 31, 2023, respectively | 1,230,848 | 1,347,575 |
|---|
| Capital: |
|---|
| Boston Properties Limited Partnership partners’ capital— 1,762,341 and 1,755,150 general partner units and 155,335,500 and 155,185,716 limited partner units outstanding at June 30, 2024 and December 31, 2023, respectively | 5,010,460 | 4,973,951 |
|---|
| Accumulated other comprehensive loss | (155) | (21,147) |
|---|
| Total partners’ capital | 5,010,305 | 4,952,804 |
|---|
| Noncontrolling interests in property partnerships | 1,801,676 | 1,640,704 |
|---|
| Total capital | 6,811,981 | 6,593,508 |
|---|
| Total liabilities and capital | $25,234,950 | $25,783,251 |
|---|
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except for per unit amounts)
| Three months ended June 30, | Six months ended June 30, |
|---|
| 2024 | 2023 | 2024 | 2023 |
|---|
| Revenue |
|---|
| Lease | $790,555 | $761,733 | $1,579,145 | $1,518,608 |
|---|
| Parking and other | 34,615 | 26,984 | 66,831 | 50,993 |
|---|
| Hotel | 14,812 | 13,969 | 22,998 | 22,070 |
|---|
| Development and management services | 6,352 | 9,858 | 12,506 | 18,838 |
|---|
| Direct reimbursements of payroll and related costs from management services contracts | 4,148 | 4,609 | 8,441 | 9,844 |
|---|
| Total revenue | 850,482 | 817,153 | 1,689,921 | 1,620,353 |
|---|
| Expenses |
|---|
| Operating |
|---|
| Rental | 321,426 | 291,036 | 635,583 | 582,344 |
|---|
| Hotel | 9,839 | 8,161 | 15,854 | 14,832 |
|---|
| General and administrative | 44,109 | 44,175 | 94,127 | 99,977 |
|---|
| Payroll and related costs from management services contracts | 4,148 | 4,609 | 8,441 | 9,844 |
|---|
| Transaction costs | 189 | 308 | 702 | 1,219 |
|---|
| Depreciation and amortization | 217,839 | 200,895 | 434,858 | 407,767 |
|---|
| Total expenses | 597,550 | 549,184 | 1,189,565 | 1,115,983 |
|---|
| Other income (expense) |
|---|
| Income (loss) from unconsolidated joint ventures | (5,799) | (6,668) | 13,387 | (14,237) |
|---|
| Interest and other income (loss) | 10,788 | 17,343 | 25,317 | 28,284 |
|---|
| Gains from investments in securities | 315 | 1,571 | 2,587 | 3,236 |
|---|
| Unrealized gain on non-real estate investment | 58 | 124 | 454 | 383 |
|---|
| Impairment loss | — | — | (13,615) | — |
|---|
| Interest expense | (149,642) | (142,473) | (311,533) | (276,680) |
|---|
| Net income | 108,652 | 137,866 | 216,953 | 245,356 |
|---|
| Net income attributable to noncontrolling interests |
|---|
| Noncontrolling interests in property partnerships | (17,825) | (19,768) | (35,046) | (38,428) |
|---|
| Net income attributable to Boston Properties Limited Partnership | $90,827 | $118,098 | $181,907 | $206,928 |
|---|
| Basic earnings per common unit attributable to Boston Properties Limited Partnership |
|---|
| Net income | $0.52 | $0.68 | $1.04 | $1.18 |
|---|
| Weighted average number of common units outstanding | 175,408 | 174,748 | 175,332 | 174,693 |
|---|
| Diluted earnings per common unit attributable to Boston Properties Limited Partnership |
|---|
| Net income | $0.52 | $0.67 | $1.04 | $1.18 |
|---|
| Weighted average number of common and common equivalent units outstanding | 175,660 | 175,140 | 175,531 | 175,009 |
|---|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited and in thousands)
| Three months ended June 30, | Six months ended June 30, |
|---|
| 2024 | 2023 | 2024 | 2023 |
|---|
| Net income | $108,652 | $137,866 | $216,953 | $245,356 |
|---|
| Other comprehensive income: |
|---|
| Effective portion of interest rate contracts | 936 | 14,965 | 17,287 | 8,427 |
|---|
| Amortization of interest rate contracts (1) | 3,081 | 1,674 | 6,441 | 3,349 |
|---|
| Other comprehensive income | 4,017 | 16,639 | 23,728 | 11,776 |
|---|
| Comprehensive income | 112,669 | 154,505 | 240,681 | 257,132 |
|---|
| Comprehensive income attributable to noncontrolling interests | (17,969) | (19,912) | (35,334) | (38,716) |
|---|
| Comprehensive income attributable to Boston Properties Limited Partnership | $94,700 | $134,593 | $205,347 | $218,416 |
|---|
(1)Amounts reclassified from comprehensive income primarily to interest expense within Boston Properties Limited Partnership’s Consolidated Statements of Operations.
| BOSTON PROPERTIES LIMITED PARTNERSHIPCONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS(unaudited and in thousands) |
|---|
| Units · Capital |
|---|
| General Partner | Limited Partner | Partners’ Capital (General and Limited Partners) | AccumulatedOtherComprehensive Loss | NoncontrollingInterests - Property Partnerships | Total Capital | Noncontrolling Interests - Redeemable Partnership Units |
|---|
| Equity, March 31, 2024 | 1,762 | 155,287 | $5,004,678 | $(3,620) | $1,734,904 | $6,735,962 | $1,300,409 |
|---|
| Net activity from contributions and unearned compensation | — | 8 | 2,499 | — | — | 2,499 | 14,041 |
|---|
| Allocated net income for the period | — | — | 81,318 | — | 17,825 | 99,143 | 9,509 |
|---|
| Distributions | — | — | (153,956) | — | — | (153,956) | (18,842) |
|---|
| Conversion of redeemable partnership units | — | 41 | 1,451 | — | — | 1,451 | (1,451) |
|---|
| Adjustment to reflect redeemable partnership units at redemption value | — | — | 73,226 | — | — | 73,226 | (73,226) |
|---|
| Effective portion of interest rate contracts | — | — | — | 835 | — | 835 | 101 |
|---|
| Amortization of interest rate contracts | — | — | — | 2,630 | 144 | 2,774 | 307 |
|---|
| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | — | — | 1,244 | — | 66,237 | 67,481 | — |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | (17,434) | (17,434) | — |
|---|
| Equity, June 30, 2024 | 1,762 | 155,336 | $5,010,460 | $(155) | $1,801,676 | $6,811,981 | $1,230,848 |
|---|
| Equity, March 31, 2023 | 1,755 | 155,075 | $5,449,936 | $(18,214) | $1,552,070 | $6,983,792 | $1,074,648 |
|---|
| Net activity from contributions and unearned compensation | — | 7 | (110) | — | — | (110) | 14,052 |
|---|
| Allocated net income for the period | — | — | 106,007 | — | 19,768 | 125,775 | 12,091 |
|---|
| Distributions | — | — | (153,716) | — | — | (153,716) | (18,376) |
|---|
| Conversion of redeemable partnership units | — | 16 | 599 | — | — | 599 | (599) |
|---|
| Adjustment to reflect redeemable partnership units at redemption value | — | — | (51,550) | — | — | (51,550) | 51,550 |
|---|
| Effective portion of interest rate contracts | — | — | — | 13,435 | — | 13,435 | 1,530 |
|---|
| Amortization of interest rate contracts | — | — | — | 1,373 | 144 | 1,517 | 157 |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | (14,614) | (14,614) | — |
|---|
| Equity, June 30, 2023 | 1,755 | 155,098 | $5,351,166 | $(3,406) | $1,557,368 | $6,905,128 | $1,135,053 |
|---|
| BOSTON PROPERTIES LIMITED PARTNERSHIPCONSOLIDATED STATEMENTS OF CAPITAL AND NONCONTROLLING INTERESTS(unaudited and in thousands) |
|---|
| Units · Capital |
|---|
| General Partner | Limited Partner | Partners’ Capital (General and Limited Partners) | AccumulatedOtherComprehensive Loss | NoncontrollingInterests - Property Partnerships | Total Capital | Noncontrolling Interests - Redeemable Partnership Units |
|---|
| Equity, December 31, 2023 | 1,755 | 155,185 | $4,973,951 | $(21,147) | $1,640,704 | $6,593,508 | $1,347,575 |
|---|
| Net activity from contributions and unearned compensation | 5 | 76 | 5,361 | — | — | 5,361 | 28,310 |
|---|
| Allocated net income for the period | — | — | 162,898 | — | 35,046 | 197,944 | 19,009 |
|---|
| Distributions | — | — | (307,864) | — | — | (307,864) | (37,706) |
|---|
| Conversion of redeemable partnership units | 2 | 75 | 2,754 | — | — | 2,754 | (2,754) |
|---|
| Adjustment to reflect redeemable partnership units at redemption value | — | — | 126,034 | — | — | 126,034 | (126,034) |
|---|
| Effective portion of interest rate contracts | — | — | — | 15,481 | — | 15,481 | 1,806 |
|---|
| Amortization of interest rate contracts | — | — | — | 5,511 | 288 | 5,799 | 642 |
|---|
| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | — | — | 47,326 | — | 163,097 | 210,423 | — |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | (37,459) | (37,459) | — |
|---|
| Equity, June 30, 2024 | 1,762 | 155,336 | $5,010,460 | $(155) | $1,801,676 | $6,811,981 | $1,230,848 |
|---|
| Equity, December 31, 2022 | 1,750 | 155,008 | $5,299,428 | $(13,718) | $1,547,317 | $6,833,027 | $1,280,886 |
|---|
| Net activity from contributions and unearned compensation | 5 | 69 | 3,922 | — | — | 3,922 | 38,025 |
|---|
| Allocated net income for the period | — | — | 185,759 | — | 38,428 | 224,187 | 21,169 |
|---|
| Distributions | — | — | (307,409) | — | — | (307,409) | (36,737) |
|---|
| Conversion of redeemable partnership units | — | 21 | 794 | — | — | 794 | (794) |
|---|
| Adjustment to reflect redeemable partnership units at redemption value | — | — | 168,672 | — | — | 168,672 | (168,672) |
|---|
| Effective portion of interest rate contracts | — | — | — | 7,565 | — | 7,565 | 862 |
|---|
| Amortization of interest rate contracts | — | — | — | 2,747 | 288 | 3,035 | 314 |
|---|
| Contributions from noncontrolling interests in property partnerships | — | — | — | — | 7,555 | 7,555 | — |
|---|
| Distributions to noncontrolling interests in property partnerships | — | — | — | — | (36,220) | (36,220) | — |
|---|
| Equity, June 30, 2023 | 1,755 | 155,098 | $5,351,166 | $(3,406) | $1,557,368 | $6,905,128 | $1,135,053 |
|---|
| BOSTON PROPERTIES LIMITED PARTNERSHIPCONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited and in thousands) |
|---|
| Six months ended June 30, |
|---|
| 2024 | 2023 |
|---|
| Cash flows from operating activities: |
|---|
| Net income | $216,953 | $245,356 |
|---|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|---|
| Depreciation and amortization | 434,858 | 407,767 |
|---|
| Impairment loss | 13,615 | — |
|---|
| Amortization of right of use assets - operating leases | 1,785 | 929 |
|---|
| Amortization of sales type lease | (488) | — |
|---|
| Amortization of above and below market leases | (2,947) | — |
|---|
| Non-cash compensation expense | 35,187 | 41,524 |
|---|
| (Income) loss from unconsolidated joint ventures | (13,387) | 14,237 |
|---|
| Distributions of net cash flow from operations of unconsolidated joint ventures | 21,153 | 11,437 |
|---|
| Gains from investments in securities | (2,587) | (3,236) |
|---|
| Allowance for current expected credit losses (gains) | 36 | 264 |
|---|
| Non-cash portion of interest expense | 14,172 | 14,940 |
|---|
| Unrealized gain on non-real estate investment | (454) | (383) |
|---|
| Change in assets and liabilities: |
|---|
| Tenant and other receivables, net | 39,743 | 3,721 |
|---|
| Accrued rental income, net | (52,590) | (42,965) |
|---|
| Prepaid expenses and other assets | (16,985) | (24,758) |
|---|
| Right of use assets - operating lease | (750) | — |
|---|
| Lease liabilities - operating leases | (997) | 140 |
|---|
| Accounts payable and accrued expenses | (24,650) | 6,320 |
|---|
| Accrued interest payable | (21,637) | 7,314 |
|---|
| Other liabilities | (32,922) | (21,773) |
|---|
| Tenant leasing costs | (42,449) | (47,651) |
|---|
| Total adjustments | 347,706 | 367,827 |
|---|
| Net cash provided by operating activities | 564,659 | 613,183 |
|---|
| Cash flows from investing activities: |
|---|
| Construction in progress | (313,602) | (235,331) |
|---|
| Building and other capital improvements | (66,799) | (78,344) |
|---|
| Tenant improvements | (117,848) | (135,743) |
|---|
| Acquisition of real estate (net of cash received upon consolidation) | 6,086 | — |
|---|
| Capital contributions to unconsolidated joint ventures | (60,461) | (103,595) |
|---|
| Capital distributions from unconsolidated joint ventures | — | 7,350 |
|---|
| Investment in non-real estate investments | (625) | (733) |
|---|
| Issuance of note receivables (including related party) | (1,423) | (10,500) |
|---|
| Investments in securities, net | 1,168 | 2,032 |
|---|
| Net cash used in investing activities | (553,504) | (554,864) |
|---|
| Cash flows from financing activities: |
|---|
| Repayments of mortgage notes payable | (2,019) | — |
|---|
| Proceeds from unsecured senior notes | — | 747,727 |
|---|
| Repayment / redemption of unsecured senior notes | (700,000) | — |
|---|
| Borrowings on unsecured term loan | — | 1,200,000 |
|---|
| BOSTON PROPERTIES LIMITED PARTNERSHIPCONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited and in thousands) |
|---|
| Six months ended June 30, |
|---|
| 2024 | 2023 |
|---|
| Payments on finance lease obligations | (5,999) | — |
|---|
| Repayment of unsecured term loan | (500,000) | (730,000) |
|---|
| Borrowings on commercial paper program | 1,859,075 | — |
|---|
| Repayments on commercial paper program | (1,359,075) | — |
|---|
| Deferred financing costs | (2,633) | (12,339) |
|---|
| Net activity from equity transactions | (2,136) | (39) |
|---|
| Distributions | (344,574) | (343,325) |
|---|
| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | 208,599 | 7,555 |
|---|
| Distributions to noncontrolling interests in property partnerships | (37,459) | (36,220) |
|---|
| Net cash provided by (used in) financing activities | (886,221) | 833,359 |
|---|
| Net increase (decrease) in cash and cash equivalents and cash held in escrows | (875,066) | 891,678 |
|---|
| Cash and cash equivalents and cash held in escrows, beginning of period | 1,612,567 | 736,812 |
|---|
| Cash and cash equivalents and cash held in escrows, end of period | $737,501 | $1,628,490 |
|---|
| Reconciliation of cash and cash equivalents and cash held in escrows: |
|---|
| Cash and cash equivalents, beginning of period | $1,531,477 | $690,333 |
|---|
| Cash held in escrows, beginning of period | 81,090 | 46,479 |
|---|
| Cash and cash equivalents and cash held in escrows, beginning of period | $1,612,567 | $736,812 |
|---|
| Cash and cash equivalents, end of period | $685,376 | $1,581,575 |
|---|
| Cash held in escrows, end of period | 52,125 | 46,915 |
|---|
| Cash and cash equivalents and cash held in escrows, end of period | $737,501 | $1,628,490 |
|---|
| Supplemental disclosures: |
|---|
| Cash paid for interest (net of amounts capitalized) | $342,409 | $273,214 |
|---|
| Interest capitalized | $19,717 | $21,153 |
|---|
| Non-cash investing and financing activities: |
|---|
| Write-off of fully depreciated real estate | $(57,999) | $(84,629) |
|---|
| Change in real estate included in accounts payable and accrued expenses | $(48,896) | $25,562 |
|---|
| Right of use assets obtained in exchange for lease liabilities - operating lease | $30,631 | $— |
|---|
| Lease liability - finance lease reversal for re-assessment event | $(38,491) | $— |
|---|
| Right of use asset - finance lease reversal for re-assessment event | $(28,962) | $— |
|---|
| Non-cash distributions to noncontrolling interests in property partnerships, net | $60,410 | $— |
|---|
| Capitalized operating lease costs | $15,098 | $— |
|---|
| Investment in unconsolidated joint ventures eliminated upon consolidation | $(11,834) | $— |
|---|
| Mortgage notes payable recorded upon consolidation | $207,093 | $— |
|---|
| Real estate and intangibles recorded upon consolidation | $(220,015) | $— |
|---|
| Distributions declared but not paid | $172,172 | $171,465 |
|---|
| Conversions of redeemable partnership units to partners’ capital | $2,754 | $794 |
|---|
| Issuance of restricted securities to employees and non-employee directors | $43,366 | $47,885 |
|---|