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1 BOSTON PROPERTIES INC

3. Real Estate Activity During the Nine Months Ended September 30, 2009

Development

On January 16, 2009, the Company acquired the development rights for the site at 17 Cambridge Center in Cambridge, Massachusetts for approximately $11.4 million.

On February 6, 2009, the Company announced that it was suspending construction on its 1,000,000 square foot office building at 250 West 55th Street in New York City. The Company intends to complete the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future and anticipates that most construction activity on this project will be completed by the end of the fourth quarter of 2009. During the nine months ended September 30, 2009, the Company recognized a loss of approximately $27.8 million related to the suspension of development.

On April 1, 2009, the Company placed in-service One Preserve Parkway, an approximately 184,000 net rentable square foot Class A office property located in Rockville, Maryland. The property is 21% leased.

On May 31, 2009, a consolidated joint venture in which the Company has a 66.67% interest placed in-service the Offices at Wisconsin Place, an approximately 299,000 net rentable square foot Class A office property located in Chevy Chase, Maryland. The property is 91% leased.

On August 1, 2009, the Company placed in-service Democracy Tower, an approximately 235,000 net rentable square foot Class A office property located in Reston, Virginia. The property is 100% leased.

Dispositions

On April 14, 2008, the Company sold a parcel of land located in Washington, DC for approximately $33.7 million. The Company had previously entered into a development management agreement with the buyer to develop a Class A office property on the parcel totaling approximately 165,000 net rentable square feet. Due to the Company’s involvement in the construction of the project, the gain on sale was deferred and is being recognized over the project construction period generally based on the percentage of total project costs incurred to estimated total project costs. As a result, the Company recognized a gain on sale during the nine months ended September 30, 2009 of approximately $9.7 million. The Company has recognized a cumulative gain on sale of approximately $19.6 million.

2 BOSTON PROPERTIES LTD PARTNERSHIP

3. Real Estate Activity During the Nine Months Ended September 30, 2009

Development

On January 16, 2009, the Company acquired the development rights for the site at 17 Cambridge Center in Cambridge, Massachusetts for approximately $11.4 million.

On February 6, 2009, the Company announced that it was suspending construction on its 1,000,000 square foot office building at 250 West 55th Street in New York City. The Company intends to complete the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future and anticipates that most construction activity on this project will be completed by the end of the fourth quarter of 2009. During the nine months ended September 30, 2009, the Company recognized a loss of approximately $27.8 million related to the suspension of development.

On April 1, 2009, the Company placed in-service One Preserve Parkway, an approximately 184,000 net rentable square foot Class A office property located in Rockville, Maryland. The property is 21% leased.

On May 31, 2009, a consolidated joint venture in which the Company has a 66.67% interest placed in-service the Offices at Wisconsin Place, an approximately 299,000 net rentable square foot Class A office property located in Chevy Chase, Maryland. The property is 91% leased.

On August 1, 2009, the Company placed in-service Democracy Tower, an approximately 235,000 net rentable square foot Class A office property located in Reston, Virginia. The property is 100% leased.

Dispositions

On April 14, 2008, the Company sold a parcel of land located in Washington, DC for approximately $33.7 million. The Company had previously entered into a development management agreement with the buyer to develop a Class A office property on the parcel totaling approximately 165,000 net rentable square feet. Due to the Company’s involvement in the construction of the project, the gain on sale was deferred and is being recognized over the project construction period generally based on the percentage of total project costs incurred to estimated total project costs. As a result, the Company recognized a gain on sale during the nine months ended September 30, 2009 of approximately $9.7 million. The Company has recognized a cumulative gain on sale of approximately $19.6 million.

3 EQUITY RESIDENTIAL
4.

Real Estate

The following table summarizes the carrying amounts for the Company’s investment in real estate (at cost) as of September 30, 2009 and December 31, 2008 (amounts in thousands):

 

     September 30,
2009
    December 31,
2008
 

Land

   $ 3,629,701      $ 3,671,299   

Depreciable property:

    

Buildings and improvements

     12,656,386        12,836,310   

Furniture, fixtures and equipment

     1,099,224        1,072,284   

Projects under development:

    

Land

     138,410        175,355   

Construction-in-progress

     615,421        680,118   

Land held for development:

    

Land

     181,430        205,757   

Construction-in-progress

     57,728        49,116   
                

Investment in real estate

     18,378,300        18,690,239   

Accumulated depreciation

     (3,785,198     (3,561,300
                

Investment in real estate, net

   $ 14,593,102      $ 15,128,939   
                

During the nine months ended September 30, 2009, the Company acquired the 75% equity interest in one previously unconsolidated property it did not already own consisting of 250 units with a gross sales price of $18.5 million from its institutional joint venture partner.

During the nine months ended September 30, 2009, the Company disposed of the following to unaffiliated parties (sales price in thousands):

 

     Properties    Units    Sales
Price

Rental Properties:

        

Consolidated

   47    8,819    $ 734,509

Unconsolidated (1)

   3    732      57,700

Condominium Conversion Properties

   1    50      9,786
                

Total

   51    9,601    $ 801,995
                

 

  (1)

The Company owned a 25% interest in these unconsolidated rental properties. Sales price listed is the gross sales price. The Company’s buyout of its partner’s interest in one previously unconsolidated property is not included in the above totals.

The Company recognized a net gain on sales of discontinued operations of approximately $274.9 million and a net gain on sales of unconsolidated entities of approximately $6.7 million on the above sales.

 

4 ERP OPERATING LTD PARTNERSHIP
4.

Real Estate

The following table summarizes the carrying amounts for the Operating Partnership’s investment in real estate (at cost) as of September 30, 2009 and December 31, 2008 (amounts in thousands):

 

     September 30,
2009
    December 31,
2008
 

Land

   $ 3,629,701      $ 3,671,299   

Depreciable property:

    

Buildings and improvements

     12,656,386        12,836,310   

Furniture, fixtures and equipment

     1,099,224        1,072,284   

Projects under development:

    

Land

     138,410        175,355   

Construction-in-progress

     615,421        680,118   

Land held for development:

    

Land

     181,430        205,757   

Construction-in-progress

     57,728        49,116   
                

Investment in real estate

     18,378,300        18,690,239   

Accumulated depreciation

     (3,785,198     (3,561,300
                

Investment in real estate, net

   $ 14,593,102      $ 15,128,939   
                

During the nine months ended September 30, 2009, the Operating Partnership acquired the 75% equity interest in one previously unconsolidated property it did not already own consisting of 250 units with a gross sales price of $18.5 million from its institutional joint venture partner.

During the nine months ended September 30, 2009, the Operating Partnership disposed of the following to unaffiliated parties (sales price in thousands):

 

     Properties    Units    Sales Price

Rental Properties:

        

Consolidated

   47    8,819    $ 734,509

Unconsolidated (1)

   3    732      57,700

Condominium Conversion Properties

   1    50      9,786
                

Total

   51    9,601    $ 801,995
                

 

  (1)

The Operating Partnership owned a 25% interest in these unconsolidated rental properties. Sales price listed is the gross sales price. The Operating Partnership’s buyout of its partner’s interest in one previously unconsolidated property is not included in the above totals.

The Operating Partnership recognized a net gain on sales of discontinued operations of approximately $274.9 million and a net gain on sales of unconsolidated entities of approximately $6.7 million on the above sales.

5 ProLogis

3.           Real Estate:

 

Real estate assets are presented at cost, and consist of the following (in thousands):

 

September 30,

        2009        

December 31,

        2008        

Industrial properties (1):

 

 

Improved land

$     2,615,208

$     2,413,840

Buildings and improvements

       8,920,559

       8,542,116

Retail and mixed use properties (2):

 

 

Improved land

            83,401

            81,117

Buildings and improvements

          304,607

          277,875

Properties under development, including cost of land (3)

          354,885

       1,181,344

Land held for development (4)

       2,694,925

       2,482,582

Land subject to ground leases and other

          416,577

          425,001

Other investments (5)

          240,533

          321,397

Total real estate assets

     15,630,695

     15,725,272

Less accumulated depreciation

       1,606,533

       1,583,299

Net real estate assets

$    14,024,162

$   14,141,973

__________

(1)     At September 30, 2009 and December 31, 2008, we had 1,201 and 1,297 distribution properties consisting of 194.1 million square feet and 195.7 million square feet, respectively. This includes operating properties we developed with the intent to contribute to an unconsolidated property fund that we previously referred to as our CDFS properties. Beginning December 31, 2008, we now intend to generally hold these properties and we refer to them as our completed development properties (see Note 1 and Note 10 for information about changes to our business segments).

 

(2)     At September 30, 2009 and December 31, 2008, we had 35 and 34 retail properties consisting of 1.5 million square feet and 1.4 million square feet, respectively. We also owned two office properties with aggregate cost of $38.6 million at September 30, 2009 and one office property with a cost of $7.9 million at December 31, 2008.

 

(3)     Properties under development consisted of 9 properties aggregating 3.0 million square feet at September 30, 2009 and 65 properties aggregating 19.8 million square feet at December 31, 2008. Our total expected investment upon completion of the properties under development at September 30, 2009 was $438.3 million, including development and leasing costs.

 

(4)     Land held for development consisted of 10,417 acres and 10,134 acres at September 30, 2009 and December 31, 2008, respectively.

 

(5)     Other investments include: (i) certain infrastructure costs related to projects we are developing on behalf of others; (ii) costs incurred related to future development projects, including purchase options on land; (iii) costs related to our corporate office buildings, which we occupy; (iv) earnest money deposits associated with potential acquisitions; and (v) restricted funds that are held in escrow pending the completion of tax-deferred exchange transactions involving operating properties.

 

At September 30, 2009, we owned real estate assets in North America (Canada, Mexico and the United States), Europe (Austria, Belgium, the Czech Republic, France, Germany, Hungary, Italy, the Netherlands, Poland, Romania, Slovakia, Spain, Sweden, and the United Kingdom) and Asia (Japan and South Korea).

 

During the nine months ended September 30, 2009, we recognized net gains of $22.4 million related to the sale of land parcels ($4.5 million gain), the contribution of properties ($2.5 million gain), the recognition of previously deferred gains from three property funds when those property funds sold properties to third parties that we originally contributed ($9.4 million in gains) and a $6.0 million gain related to the settlement of an obligation to our fund partner in connection with the restructuring of ProLogis North American Industrial Fund II in July 2009.  The contribution activity resulted in cash proceeds of $454.4 million and included the contribution of 30 development properties aggregating 6.1 million square feet to ProLogis European Properties Fund II (“PEPF II”).

 

If we realize a gain on contribution of a property, we recognize the portion attributable to the third party ownership in the property fund until the property is sold to a third party. If we realize a loss on contribution, we recognize the full amount of the impairment as soon as it is known. Due to our continuing involvement through our ownership in the property fund, these dispositions are not included in discontinued operations. As discussed earlier, in 2008, contribution activity was reported as CDFS Proceeds and Cost of CDFS Dispositions within our CDFS business segment. See Note 5 for further discussion of properties we sold to third parties that are reported in discontinued operations.

 

During the three and nine months ended September 30, 2009, we recorded impairment charges of $39.7 million and $123.9 million, respectively, related primarily to completed development properties in Europe that we have contributed or expected to contribute to PEPF II. The charges represent the difference between the estimated proceeds from disposition and our cost basis at the time of contribution and were due to our intent to contribute or sell these properties at the time of the impairment charge. We estimated the proceeds from contribution of these properties based on the future net rental income of the property and the expected market capitalization rates or on third party appraisals. In the case of properties to be contributed to PEPF II, we further adjusted the capitalization rates based on our contribution agreement with PEPF II, which was modified during the fourth quarter of 2008. To determine the contribution value for 2009 contributions, after the capitalization rate is determined based on a third party appraisal, a margin of 0.25 to 0.75 percentage points is added depending on the quarter contributed. This modification was made due to the belief that appraisals were lagging true market conditions. The agreement provides for an adjustment in our favor if the appraised values at the end of 2010 are higher than those used to determine contribution values. These properties do not meet the criteria to be classified as held for sale at September 30, 2009.

 

The estimate of proceeds from disposition is based on assumptions that are consistent with our estimates of future expectations and the strategic plan we use to manage our underlying business and represents primarily Level 3 input, as discussed in Note 9. However, assumptions and estimates about future rental income, market capitalization rates and the timing of the contribution are complex and subjective. Changes in economic and operating conditions and the ultimate investment intent that may occur in the future could impact these assumptions and result in additional impairment charges of these or other real estate properties.
6 Public Storage

4.             Real Estate Facilities

                      Activity in real estate facilities is as follows:

               

  
Nine Months Ended
September 30, 2009
  
     
(Amounts in thousands)
  
Operating facilities, at cost:
        
Beginning balance                                                                   
   $ 10,207,022   
Capital improvements                                                                   
      52,449   
Newly developed facilities opened for operations
      13,634   
Disposition of real estate facilities                                                                   
      (8,093 )
Impact of foreign exchange rate changes                                                                   
      2,018   
Ending balance                                                                   
      10,267,030   
Accumulated depreciation:
           
Beginning balance                                                                   
      (2,405,473 )
Depreciation expense                                                                   
      (248,450 )
Disposition of real estate facilities                                                                   
      3,708   
Impact of foreign exchange rate changes                                                                   
      (578 )
Ending balance                                                                   
      (2,650,793 )
Construction in process:
           
Beginning balance                                                                   
      20,340   
Current development
      11,029   
Newly developed facilities opened for operation
      (13,634 )
Ending balance                                                                   
      17,735   
Total real estate facilities at September 30, 2009
   $ 7,633,972   

  

During the nine months ended September 30, 2009, we sold an existing real estate facility as well as disposed of a portion of certain real estate facilities primarily in connection with condemnation proceedings, for aggregate cash proceeds totaling $10,464,000 and an other asset valued at $2,941,000.  We recorded an aggregate gain of approximately $9,020,000, of which $6,018,000 is included in discontinued operations and $3,002,000 is included in “gains on disposition of real estate investments, net.”

Construction in process at September 30, 2009 includes the development costs relating primarily to various expansions to existing self-storage facilities.