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BXP > SEC Filings for BXP > Form 8-K/A on 16-Aug-2013All Recent SEC Filings

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Form 8-K/A for BOSTON PROPERTIES INC


16-Aug-2013

Financial Statements and Exhibits


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Statements of Revenue and Certain Expenses, in accordance with Rule 3-14 of Regulation S-X, of 767 Fifth Avenue (the General Motors Building) for the period from January 1, 2013 through May 30, 2013 (unaudited) and for the years ended December 31, 2012, 2011 and 2010.

(b) Pro Forma Financial Information.

Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2013 (unaudited) and for the year ended December 31, 2012 (unaudited).



(d) Exhibits.

*2.1 Transfer Agreement, dated May 31, 2013, by and among BP 767 Fifth LLC, Sungate Fifth Avenue LLC, 767 LLC and BP/DC 767 Fifth LLC. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Boston Properties, Inc. filed on June 3, 2013).

+23.1 Consent of PricewaterhouseCoopers LLC, Independent Registered Public Accounting Firm.

* Previously filed

+ Filed herewith


Independent Auditor's Report

To the Board of Directors and Shareholders of Boston Properties, Inc.:

We have audited the accompanying statements of revenue and certain expenses of 767 Fifth Avenue (the General Motors Building) (the "Property"), for each of the three years ended December 31, 2012, 2011 and 2010.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the statements of revenue and certain expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statements of revenue and certain expenses that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the statements of revenue and certain expenses based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements of revenue and certain expenses are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statements of revenue and certain expenses. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the statements of revenue and certain expenses, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Property's preparation and fair presentation of the statements of revenue and certain expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statements of revenue and certain expenses. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the statements of revenue and certain expenses referred to above present fairly, in all material respects, the revenue and certain expenses described in Note 2 of the 767 Fifth Avenue (the General Motors Building) for each of the three years in the period ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 2, the accompanying statements of revenue and certain expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K/A of Boston Properties, Inc.) and are not intended to be a complete presentation of the Property's revenue and certain expenses. Our opinion is not modified with respect to this matter.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

August 16, 2013


                 767 Fifth Avenue (the General Motors Building)

                   Statements of Revenue and Certain Expenses

                                 (in thousands)



                                           For the period from
                                             January 1, 2013            For the year ended December 31,
                                                 through
                                              May 30, 2013             2012            2011          2010
                                               (Unaudited)
Revenue
Rental
Base rent                                 $              84,662     $   222,060      $ 201,723     $ 191,684
Recoveries from tenants                                  13,514          29,991         27,586        25,786
Parking and other                                         1,703           4,499          4,200         3,994

Total revenue                                            99,879         256,550        233,509       221,464

Certain expenses
Certain operating expenses                               11,446          28,751         29,230        29,644
Real estate taxes and insurance                          21,178          48,045         43,535        40,866

Certain expenses                                         32,624          76,796         72,765        70,510

Revenue in excess of certain expenses     $              67,255     $   179,754      $ 160,744     $ 150,954

The accompanying notes are an integral part of these statements.


767 Fifth Avenue (the General Motors Building)

Notes to the Statements of Revenue

and Certain Expenses

1. Organization

The accompanying statements of revenue and certain expenses (the "Statements") include the operations of 767 Fifth Avenue (the General Motors Building), an approximately 1.8 million square foot (unaudited) Class A office tower (the "Property") located in New York City, New York. On June 9, 2008, the Property was acquired for cash and the assumption of debt for a purchase price of approximately $2.8 billion by 767 Venture, LLC (the "Venture"), a joint venture among Boston Properties, Inc. (the "Company"), through its subsidiary Boston Properties Limited Partnership ("BPLP"), and two third-party investors. The Company has a 60% interest in the venture and provides customary property management and leasing services for the venture. The two third-party investors each had a 20% interest in the joint venture.

On May 31, 2013, the two third-party investors in the Venture transferred all of their interests in the joint venture to third parties, Sungate Fifth Avenue LLC and 767 LLC. The transfer did not have any impact on the Company's economic interest in the joint venture, and the Company continues to own a 60% interest in the joint venture and continues to provide property management and leasing services for the joint venture. In connection with the transfer, the Company and its new joint venture partners modified their relative decision making authority and consent rights with respect to the joint venture's assets and operations. These changes resulted in the Company having sufficient financial and operating control over the Venture such that, effective as of May 31, 2013, the Company and BPLP account for the assets, liabilities and operations of the Venture on a consolidated basis in their financial statements instead of under the equity method of accounting.

2. Significant Accounting Policies

Basis of Presentation

The accompanying Statements relate to the Property and have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, are not representative of the actual results of operations of the Property for the period from January 1, 2013 through May 30, 2013 (unaudited) and for the years ended December 31, 2012, 2011 and 2010, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Property:

Depreciation and amortization;

Interest income and expense;

Amortization of above- and below-market leases; and

Other revenue and expenses not directly related to the proposed future operations of the Property, including management fees.

Because the Property is owned by a related party, these Statements have been prepared for the period from January 1, 2013 through May 30, 2013 (unaudited) and the years ended December 31, 2012, 2011 and 2010 of ownership.

Revenue Recognition

Contractual rental revenue is recognized on a straight-line basis over the terms of the respective leases. Accrued rental income represents cumulative rental income earned in excess of rent payments due pursuant to the terms of the individual lease agreements. The


767 Fifth Avenue (the General Motors Building)

Notes to the Statements of Revenue

and Certain Expenses

impact of the straight-line rent adjustment increased revenue by approximately $0.6 million, $3.6 million, $13.8 million and $16.3 million for the period from January 1, 2013 through May 30, 2013 (unaudited) and the years ended December 31, 2012, 2011 and 2010, respectively.

Rental revenue includes amounts recognized in connection with lease termination agreements totaling approximately $19.7 million, $0.6 million and $0.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. There were no amounts recognized from lease termination agreements for the period from January 1, 2013 through May 30, 2013 (unaudited).

Certain leases provide for percentage rents based upon the levels of sales achieved by the lessee. Percentage rent is recognized once the required sales level has been achieved.

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which expenses are incurred.

Unaudited Interim Information

The Statement of Revenue and Certain Expenses for the period from January 1, 2013 through May 30, 2013 is unaudited. In the opinion of management, the Statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature. The results of operations for the period are not necessarily indicative of the Property's future results of operations.

Use of Estimates

The preparation of the accompanying Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

3. Description of Leasing Arrangements

The Property is leased to tenants under operating leases with terms that vary in length. Certain of the leases contain real estate and operating expense reimbursement clauses, renewal options and periodic rent increases. Minimum lease payments due under non-cancelable operating leases in effect as of May 31, 2013 (unaudited), for the remainder of 2013 and annually thereafter are as follows:

                                                          (in thousands)
         2013 (May 31, 2013 through December 31, 2013)   $        110,383
         2014                                                     192,682
         2015                                                     186,174
         2016                                                     175,675
         2017                                                     148,022
         Thereafter                                               466,027

One tenant represented approximately 11%, 10%, 11% and 11% of the rental revenue for the period from January 1, 2013 through May 30, 2013 (unaudited) and for the years ended December 31, 2012, 2011 and 2010, respectively. One other tenant represented approximately 11%, 10%, 11% and 10% of the rental revenue for the period from January 1, 2013 through May 30, 2013 (unaudited) and for the years ended December 31, 2012, 2011 and 2010, respectively.


767 Fifth Avenue (the General Motors Building)

Notes to the Statements of Revenue

and Certain Expenses

4. Insurance

The Property participates in the insurance program of BPLP, which provides per occurrence limits of $1.0 billion for its portfolio insurance program (the "Program"), including coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, "TRIA") other than nuclear, biological, chemical or radiological terrorism ("Terrorism Coverage"). The Program also currently provides nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under TRIA ("NBCR Coverage"), which is provided by IXP, LLC ("IXP"), a captive insurance company which is a wholly-owned subsidiary of BPLP and acts as a direct insurer. The per occurrence limit for NBCR Coverage is $1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the NBCR Coverage provided by IXP is backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a "program trigger." The program trigger is $100 million and the coinsurance is 15%. Under the Terrorism Risk Insurance Program Reauthorization Act ("TRIPRA"), if the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIPRA. BPLP may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if there is a change in its portfolio or for any other reason.

In addition to IXP, the Property insurance is also covered through a stand alone program with a per occurrence limit of $1.625 billion, including coverage for acts of terrorism certified under TRIA other than Terrorism Coverage. The $1.375 billion of Terrorism Coverage in excess of $250 million is being provided by NYXP, LLC ("NYXP"), a captive insurance company which is a wholly-owned subsidiary of BPLP and acts as a direct insurer.

Insofar as BPLP owns IXP and NYXP, it is responsible for their liquidity and capital resources. In particular, if a loss occurs which is covered by BPLP's NBCR Coverage but is less than the applicable program trigger under TRIA, IXP and NYXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP and NYXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and their insurance policies are maintained after the payout by the Federal Government. If BPLP experiences a loss and IXP and NYXP are required to pay under their insurance policies, BPLP would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP and NYXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance.


767 Fifth Avenue (the General Motors Building)

Notes to the Statements of Revenue

and Certain Expenses

5. Transactions with Affiliates

The Venture has entered into a property management agreement (the "Management Agreement") dated June 9, 2008 with BPLP. The Management Agreement was for an initial one-year term and subject to automatic renewals of one year each thereafter. The Venture is required to pay management fees equal to 2% of gross revenues, as defined in the Management Agreement.

For the period from January 1, 2013 through May 30, 2013 (unaudited) and the years ended December 31, 2012, 2011 and 2010, BPLP earned property management fees totaling approximately $2.1 million, $4.8 million, $4.4 million and $4.1 million, respectively. The management fees have been excluded from the Statements as they are eliminated in the consolidation of 767 Fifth Avenue (the General Motors Building).

In addition, for the period from January 1, 2013 through May 30, 2013 (unaudited) and the years ended December 31, 2012, 2011 and 2010, payroll related cost reimbursements totaled approximately $1.2 million, $2.7 million, $2.5 million and $2.4 million, respectively, and are included in certain operating expenses in the accompanying Statements.

The Venture paid NYXP premiums for terrorism insurance of approximately $0.9 million, $2.0 million, $2.0 million and $2.0 million for the period from January 1, 2013 through May 30, 2013 (unaudited) and the years ended December 31, 2012, 2011 and 2010, respectively. The Venture reimburses NYXP for all its operating costs directly relating to the Property, as well as, an annual management fee of $75,000, subject to reasonable increases from time to time based on the nature of the services provided by NYXP. During the period from January 1, 2013 through May 30, 2013 (unaudited) and the years ended December 31, 2012, 2011 and 2010, the Venture paid NYXP management fees of $31,000, $75,000, $75,000 and $56,000, respectively. The Venture paid IXP premiums for its NBCR Coverage of approximately $54,000, $129,000, $109,000 and $116,000 for the period from January 1, 2013 through May 30, 2013 (unaudited) and the years ended December 31, 2012, 2011 and 2010, respectively.


767 Fifth Avenue (the General Motors Building)

Notes to the Statements of Revenue

and Certain Expenses

6. Commitments and Contingencies

The Property is subject to legal claims and disputes in the ordinary course of business. Management believes that the ultimate settlement of any existing potential claims and disputes would not have a material impact on the Property's revenue and certain expenses.

The Property may be potentially liable for costs and damages related to environmental matters, including asbestos-containing materials that may be located at the Property. The Property has not been notified by any governmental authority of any non-compliance, liability or other claim, and management is not aware of any environmental condition that management believes will have a material adverse effect on the Property's revenue and certain expenses.

7. Subsequent Events

The Venture has evaluated subsequent events through August 16, 2013.


Boston Properties, Inc.

Pro Forma Consolidated Financial Statements

Introduction to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2013 and for the year ended December 31, 2012

(Unaudited)

The accompanying unaudited Pro Forma Consolidated Financial Statements of Boston Properties, Inc. (the "Company") are presented as if the change in control and resulting consolidation of 767 Venture LLC (the "Venture") (the entity that owns 767 Fifth Avenue (the General Motors Building) located in New York City), which occurred on May 31, 2013, had occurred on January 1, 2012.

The Company has not presented a Pro Forma Consolidated Balance Sheet of the Company as of June 30, 2013, because the impact of consolidating 767 Fifth Avenue (the General Motors Building), which occurred on May 31, 2013, is already reflected in the Consolidated Balance Sheet of the Company as of June 30, 2013, which is included in the Company's Form 10-Q which was filed with the Securities and Exchange Commission on August 9, 2013.

The accompanying unaudited Pro Forma Consolidated Statements of Operations for the six months ended June 30, 2013 and for the year ended December 31, 2012 are presented as if the consolidation on May 31, 2013 of 767 Fifth Avenue (the General Motors Building), had occurred on January 1, 2012.

These Pro Forma Consolidated Statements of Operations should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company, reported on Form 10-K for the year ended December 31, 2012 and on Form 10-Q for the six months ended June 30, 2013 and the statements of revenue and certain expenses, in accordance with Rule 3-14 of Regulation S-X, of 767 Fifth Avenue (the General Motors Building) for the period from January 1, 2013 through May 30, 2013 (unaudited) and for the years ended December 31, 2012, 2011 and 2010.

The unaudited Pro Forma Consolidated financial information prepared by the Company's management is not necessarily indicative of what the actual results of operations would have been for the six months ended June 30, 2013 or for the year ended December 31, 2012, had the consolidation on May 31, 2013 of 767 Fifth Avenue (the General Motors Building) occurred on January 1, 2012, nor does it purport to present the future results of operations of the Company.


                            BOSTON PROPERTIES, INC.

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                                  (Unaudited)

                  (in thousands, except for per share amounts)



                                                                Historical
                                                                767 Fifth
                                        Historical Six            Avenue
                                            Months             (the General
                                            Ended                 Motors           Pro Forma
                                        June 30, 2013           Building)         Adjustments             Pro Forma
Revenue
Rental:
Base rent                              $        781,670       $       84,662     $      10,923  (A)      $   877,255
Recoveries from tenants                         132,863               13,514                -                146,377
Parking and other                                47,799                1,703                -                 49,502

Total rental revenue                            962,332               99,879            10,923             1,073,134
Hotel revenue                                    19,409                   -                 -                 19,409
Development and management services              16,593                   -             (2,132 ) (B)          14,461

Total revenue                                   998,334               99,879             8,791             1,107,004

Expenses
Operating
Rental                                          352,457               32,624                -                385,081
Hotel                                            14,379                   -                 -                 14,379
General and administrative                       65,765                   -                 -                 65,765
Transaction costs                                   978                   -                 -                    978
Impairment loss                                   8,306                   -                 -                  8,306
Depreciation and amortization                   255,199                   -             46,148  (C)          301,347

Total expenses                                  697,084               32,624            46,148               775,856

Operating income                                301,250               67,255           (37,357 )             331,148
Other income (expense)
Income from unconsolidated joint
ventures                                         57,504                   -             (7,777 ) (D)          49,727
Gains on consolidation of joint
ventures                                        387,801                   -           (363,424 ) (D)          24,377
Interest and other income                         2,767                   -                 -                  2,767
Gains from investments in
securities                                          916                   -                 -                    916
Gains from early extinguishments of
debt                                                152                   -                 -                    152
Interest expense                               (203,573 )                 -            (33,868 ) (E)        (237,441 )

Income from continuing operations               546,817               67,255          (442,426 )             171,646
Income from continuing operations
attributable to noncontrolling
interests
Noncontrolling interests in
property partnerships                            (2,355 )                 -              8,674  (F)            6,319
Noncontrolling interest -
redeemable preferred units of the
Operating Partnership                            (2,303 )                 -                 -                 (2,303 )
Noncontrolling interest - common
units of the Operating Partnership              (55,277 )                 -             37,017  (G)          (18,260 )

Income from continuing operations
attributable to Boston Properties,
Inc.                                            486,882               67,255          (396,735 )             157,402
Preferred dividends                              (2,764 )                 -                 -                 (2,764 )

Income from continuing operations
attributable to Boston Properties,
Inc. common shareholders               $        484,118       $       67,255     $    (396,735 )         $   154,638

Basic earnings per common share
attributable to Boston Properties,
Inc. common shareholders:
Income from continuing operations      $           3.17                                                  $      1.02

Weighted average number of common
shares outstanding                              151,793                                                      151,793

Diluted earnings per common share
attributable to Boston Properties,
Inc. common shareholders:
Income from continuing operations      $           3.16                                                  $      1.02

Weighted average number of common
and common equivalent shares
outstanding                                     152,222                                                      152,222

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