BXP, Inc. [BXP] Filings

10-Q 1 bxp-20240630.htm 10-Q bxp-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-13087 (BXP, Inc.)

Commission File Number: 0-50209 (Boston Properties Limited Partnership)

BXP, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact name of Registrants as specified in its charter)


BXP, Inc.	Delaware	04-2473675
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Boston Properties Limited Partnership	Delaware	04-3372948
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(Registrants’ telephone number, including area code)

BOSTON PROPERTIES, INC.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

BXP, Inc.

Common Stock, par value $0.01 per share

BXP

New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

BXP, Inc.: Yes x No ☐ Boston Properties Limited Partnership: Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

BXP, Inc.: Yes x No ☐ Boston Properties Limited Partnership: Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

BXP, Inc.:

Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

Boston Properties Limited Partnership:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer x Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

BXP, Inc. ☐ Boston Properties Limited Partnership ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

BXP, Inc.: Yes ☐ No x Boston Properties Limited Partnership: Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


BXP, Inc.	Common Stock, par value $0.01 per share	157,933,760
(Registrant)	(Class)	(Outstanding on July 31, 2024)

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EXPLANATORY NOTE

This report combines the Quarterly Reports on Form 10-Q for the period ended June 30, 2024 of BXP, Inc. and Boston Properties Limited Partnership. Unless stated otherwise or the context otherwise requires, references to “BXP” mean BXP, Inc. (formerly known as Boston Properties, Inc.), a Delaware corporation and real estate investment trust (“REIT”), and references to “BPLP” and the “Operating Partnership” mean Boston Properties Limited Partnership, a Delaware limited partnership. Effective July 1, 2024, BXP amended its certificate of incorporation to change its name from Boston Properties, Inc. to BXP, Inc. BPLP is the entity through which BXP conducts substantially all of its business and owns, either directly or through subsidiaries, substantially all of its assets. BXP is the sole general partner and also a limited partner of BPLP. As the sole general partner of BPLP, BXP has exclusive control of BPLP’s day-to-day management. Therefore, unless stated otherwise or the context requires, references to the “Company,” “we,” “us” and “our” refer collectively to BXP, BPLP and those subsidiaries consolidated by BXP.

As of June 30, 2024, BXP owned an approximate 89.1% ownership interest in BPLP. The remaining approximate 10.9% interest was owned by limited partners. The other limited partners of BPLP (1) contributed their direct or indirect interests in properties to BPLP in exchange for common units of limited partnership interest in BPLP or (2) received long-term incentive plan units of BPLP pursuant to BXP’s Stock Option and Incentive Plans, or both. Under the limited partnership agreement of BPLP, unitholders may present their common units of BPLP for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance). Upon presentation of a common unit for redemption, BPLP must redeem the unit for cash equal to the then value of a share of BXP’s common stock. In lieu of a cash redemption by BPLP, however, BXP may elect to acquire any common units so tendered by issuing shares of BXP common stock in exchange for the common units. If BXP so elects, its common stock will be exchanged for common units on a one-for-one basis. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. BXP generally expects that it will elect to issue its common stock in connection with each such presentation for redemption rather than having BPLP pay cash. With each such exchange or redemption, BXP’s percentage ownership in BPLP will increase. In addition, whenever BXP issues shares of its common stock other than to acquire common units of BPLP, BXP must contribute any net proceeds it receives to BPLP and BPLP must issue to BXP a number of common units of BPLP that equals the number of shares of BXP common stock so issued. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the Quarterly Reports on Form 10-Q of BXP and BPLP into this single report:

•enhances investors’ understanding of BXP and BPLP by enabling them to view the business as a whole in the same manner as management views and operates the business;

•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

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between BXP and BPLP in the context of how BXP and BPLP operate as a consolidated company. The financial results of BPLP are consolidated into the financial statements of BXP. BXP does not have any other significant assets, liabilities or operations, other than its investment in BPLP, nor does it have employees of its own. BPLP, not BXP, generally executes all significant business relationships other than transactions involving the securities of BXP. BPLP holds substantially all of the assets of BXP, including ownership interests in subsidiaries and joint ventures. BPLP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by BXP, which are contributed to the capital of BPLP in exchange for common or preferred units of partnership in BPLP, as applicable, BPLP generates all remaining capital required by the Company’s business. These sources include working capital, net cash provided by operating activities, borrowings under its credit facilities, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties and interests in joint ventures.

Shareholders’ equity, partners’ capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of BXP and BPLP. The limited partners of BPLP are accounted for as partners’ capital in BPLP’s financial statements and as noncontrolling interests in BXP’s financial statements. The

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noncontrolling interests in BPLP’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in BXP’s financial statements include the same noncontrolling interests in BPLP and limited partners of BPLP. The differences between shareholders’ equity and partners’ capital result from differences in the equity issued by each of BXP and BPLP.

In addition, the consolidated financial statements of BXP and BPLP differ in total real estate assets resulting from previously applied acquisition accounting by BXP for the issuance of common stock in connection with non-sponsor redemptions of common units of BPLP. This accounting resulted in a step-up of the real estate assets of BXP at the time of such redemptions, resulting in a difference between the net real estate of BXP as compared to BPLP of approximately $239.5 million, or 1.2% at June 30, 2024, and a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of these properties having an allocation of the real estate step-up. The acquisition accounting was nullified on a prospective basis beginning in 2009 as a result of the Company’s adoption of a new accounting standard requiring any subsequent redemptions to be accounted for solely as an equity transaction.

To help investors better understand the key differences between BXP and BPLP, the following items in this report present information separately for BXP and BPLP:

• Item 1. Financial Statements (unaudited), which includes the following specific disclosures for BXP and BPLP:

• Note 3. Real Estate;

• Note 10. Stockholders’ Equity / Partners’ Capital;

• Note 11. Segment Information; and

• Note 12. Earnings Per Share / Common Unit

• Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Liquidity and Capital Resources, includes information specific to each entity, where applicable.

This report also includes separate Part I - Item 4. Controls and Procedures and Part II - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds sections for each of BXP and BPLP, as well as separate Exhibits 31 and 32 certifications for each of BXP and BPLP.

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BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

FORM 10-Q

for the quarter ended June 30, 2024

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		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	1

BXP, Inc.
	a) Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	1
	b) Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023	3
	c) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023	4
	d) Consolidated Statements of Equity for the three and six months ended June 30, 2024 and 2023	5
	e) Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	7

Boston Properties Limited Partnership
	a) Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	9
	b) Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023	11
	c) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023	12
	d) Consolidated Statements of Capital and Noncontrolling Interests for the three and six months ended June 30, 2024 and 2023	13
	e) Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	15

BXP, Inc. and Boston Properties Limited Partnership
	Notes to the Consolidated Financial Statements	17

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	98
ITEM 4.	Controls and Procedures	99

PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	100
ITEM 1A.	Risk Factors	100
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	100
ITEM 3.	Defaults Upon Senior Securities	101
ITEM 4.	Mine Safety Disclosures	101
ITEM 5.	Other Information	101
ITEM 6.	Exhibits	102

SIGNATURES		104

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PART I. FINANCIAL INFORMATION

ITEM 1—Financial Statements.


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

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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

The accompanying notes are an integral part of these consolidated financial statements.

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BXP, INC.

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

The accompanying notes are an integral part of these consolidated financial statements.

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BXP, INC.

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.

The accompanying notes are an integral part of these consolidated financial statements.

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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

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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

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents


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)		—

Table of Contents


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

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents


BOSTON PROPERTIES LIMITED PARTNERSHIP CONSOLIDATED 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)

BXP, Inc. [BXP] Filings
10-Q	[2024-08-05]
10-Q	[2024-05-10]
10-K	[2024-02-27]
10-Q	[2023-11-07]
10-Q	[2023-08-07]
10-Q	[2023-05-03]
10-K	[2023-02-27]
10-Q	[2022-11-04]
10-Q	[2022-08-05]
10-Q	[2022-05-02]
10-K	[2022-02-25]
10-Q	[2021-11-05]
10-Q	[2021-08-06]
10-Q	[2021-05-07]
10-K	[2021-02-26]
10-Q	[2020-11-06]
10-Q	[2020-08-07]
10-Q	[2020-05-11]
10-K	[2020-03-02]
10-Q	[2019-11-08]
10-Q	[2019-08-07]
10-Q	[2019-05-08]
10-K	[2019-02-28]
10-Q	[2018-11-07]
10-Q	[2018-08-07]
10-Q	[2018-05-08]
10-K	[2018-02-28]
10-Q	[2017-11-07]
10-Q	[2017-08-08]
10-Q	[2017-05-08]
10-K	[2017-02-28]
10-Q	[2016-11-07]
10-Q	[2016-08-04]
10-Q	[2016-05-06]
10-K	[2016-02-29]
10-Q	[2015-11-06]
10-Q	[2015-08-07]
10-Q	[2015-05-11]
10-K	[2015-03-02]
10-Q	[2014-11-07]
10-Q	[2014-08-08]
10-Q	[2014-05-09]
10-K	[2014-02-28]
10-Q	[2013-11-08]
10-Q	[2013-08-09]
10-Q	[2013-05-10]
10-K	[2013-02-28]
10-Q	[2012-11-08]
10-Q	[2012-08-08]
10-Q	[2012-05-08]
10-K	[2012-02-28]