##### Table of Contents



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 March 31, 2010
 Commission File Number: 1-32261
 
 BIOMED REALTY TRUST, INC.
  Maryland(State or other jurisdiction of 
incorporation or organization)
    
    20-1142292(I.R.S. Employer
Identification No.)17190 Bernardo Center Drive 
San Diego, California(Address of Principal Executive Offices)
    
    92128(Zip Code)
 (858) 485-9840  (Registrants telephone number, including area code)
 Yes þ No o
 Yes
o No o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



BIOMED REALTY TRUST, INC.
 FORM 10-Q  QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1 Consolidated Financial Statements
    
    
    3Consolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009
    
    
    3Consolidated Statements of Income for the three months ended March 31, 2010 and 2009 (Unaudited)
    
    
    4Consolidated Statements of Equity for the three months ended March 31, 2010 (Unaudited)
    
    
    5Consolidated Statements of Comprehensive Income for the three months ended March 31, 2010 and 2009 (Unaudited)
    
    
    6Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (Unaudited)
    
    
    7Notes to Consolidated Financial Statements (Unaudited)
    
    
    8Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 4 Controls and Procedures
    
    
    39PART II  OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    39Item 1A Risk Factors
    
    
    39Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    40Item 3 Defaults Upon Senior Securities
    
    
    40Item 4 Reserved
    
    
    40Item 5 Other Information
    
    
    40Item 6 Exhibits
    
    
    40SIGNATURES
    
    
    41Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1.
    
    CONSOLIDATED FINANCIAL STATEMENTS
 BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSInvestments in real estate, net
    
    $
    3,015,632
    
    
    $
    2,971,767Investments in unconsolidated partnerships
    
    
    55,968
    
    
    
    56,909Cash and cash equivalents
    
    
    36,800
    
    
    
    19,922Restricted cash
    
    
    15,304
    
    
    
    15,355Accounts receivable, net
    
    
    2,501
    
    
    
    4,135Accrued straight-line rents, net
    
    
    88,981
    
    
    
    82,066Acquired above-market leases, net
    
    
    2,741
    
    
    
    3,047Deferred leasing costs, net
    
    
    81,539
    
    
    
    83,274Deferred loan costs, net
    
    
    12,124
    
    
    
    8,123Other assets
    
    
    48,605
    
    
    
    38,676Total assets
    
    $
    3,360,195
    
    
    $
    3,283,274LIABILITIES AND EQUITYMortgage notes payable, net
    
    $
    667,175
    
    
    $
    669,454Secured term loan
    
    
    150,000
    
    
    
    250,000Exchangeable senior notes due 2026, net
    
    
    38,804
    
    
    
    44,685Exchangeable senior notes due 2030
    
    
    180,000
    
    
    
    Unsecured line of credit
    
    
    394,564
    
    
    
    397,666Security deposits
    
    
    8,003
    
    
    
    7,929Dividends and distributions payable
    
    
    18,710
    
    
    
    18,531Accounts payable, accrued expenses, and other liabilities
    
    
    49,532
    
    
    
    47,388Derivative instruments
    
    
    9,568
    
    
    
    12,551Acquired below-market leases, net
    
    
    10,062
    
    
    
    11,138Total liabilities
    
    
    1,526,418
    
    
    
    1,459,342Equity:Stockholders equity:Preferred stock, $.01 par value, 15,000,000 shares
authorized: 7.375% Series A cumulative redeemable
preferred stock, $230,000,000 liquidation preference
($25.00 per share), 9,200,000 shares issued and
outstanding at March 31, 2010 and December 31, 2009
    
    
    222,413
    
    
    
    222,413Common stock, $.01 par value, 150,000,000 shares
authorized, 100,312,423 and 99,000,269 shares issued
and outstanding at March 31, 2010 and December 31,
2009, respectively
    
    
    1,003
    
    
    
    990Additional paid-in capital
    
    
    1,858,212
    
    
    
    1,843,551Accumulated other comprehensive loss
    
    
    (81,380
    )
    
    
    (85,183
    )Dividends in excess of earnings
    
    
    (177,173
    )
    
    
    (167,429
    )Total stockholders equity
    
    
    1,823,075
    
    
    
    1,814,342Noncontrolling interests
    
    
    10,702
    
    
    
    9,590Total equity
    
    
    1,833,777
    
    
    
    1,823,932Total liabilities and equity
    
    $
    3,360,195
    
    
    $
    3,283,274
   3




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except share data)
 (Unaudited)
 For the Three Months EndedMarch 31,2010
    
    
    2009Revenues:Rental
    
    $
    70,600
    
    
    $
    68,419Tenant recoveries
    
    
    20,826
    
    
    
    21,081Other income
    
    
    1,330
    
    
    
    4,451Total revenues
    
    
    92,756
    
    
    
    93,951Expenses:Rental operations
    
    
    17,851
    
    
    
    22,152Real estate taxes
    
    
    8,722
    
    
    
    7,233Depreciation and amortization
    
    
    28,915
    
    
    
    27,313General and administrative
    
    
    6,419
    
    
    
    5,280Total expenses
    
    
    61,907
    
    
    
    61,978Income from operations
    
    
    30,849
    
    
    
    31,973Equity in net loss of unconsolidated partnerships
    
    
    (277
    )
    
    
    (301
    )Interest income
    
    
    20
    
    
    
    63Interest expense
    
    
    (21,260
    )
    
    
    (12,080
    )Gain/(loss) on derivative instruments
    
    
    150
    
    
    
    (56
    )(Loss)/gain on extinguishment of debt
    
    
    (821
    )
    
    
    4,371Net income
    
    
    8,661
    
    
    
    23,970Net income attributable to noncontrolling interests
    
    
    (121
    )
    
    
    (705
    )Net income attributable to Company
    
    
    8,540
    
    
    
    23,265Preferred stock dividends
    
    
    (4,241
    )
    
    
    (4,241
    )Net income available to common stockholders
    
    $
    4,299
    
    
    $
    19,024Net income per share available to common stockholders:Basic and diluted earnings per share
    
    $
    0.04
    
    
    $
    0.23Weighted-average common shares outstanding:Basic
    
    
    98,229,996
    
    
    
    80,261,363Diluted
    
    
    102,577,329
    
    
    
    84,499,365
   4




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF EQUITY
 (In thousands, except share data)
 (Unaudited)
 AccumulatedSeries A
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    Other
    
    
    Dividends in
    
    
    TotalPreferred
    
    
    Common Stock
    
    
    Paid-In
    
    
    Comprehensive
    
    
    Excess of
    
    
    Stockholders
    
    
    Noncontrolling
    
    
    TotalStock
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    (Loss)/Income
    
    
    Earnings
    
    
    Equity
    
    
    Interests
    
    
    EquityBalance at December 31, 2009
    
    $
    222,413
    
    
    
    99,000,269
    
    
    $
    990
    
    
    $
    1,843,551
    
    
    $
    (85,183
    )
    
    $
    (167,429
    )
    
    $
    1,814,342
    
    
    $
    9,590
    
    
    $
    1,823,932Net proceeds from sale of common stock
    
    
    
    
    
    
    951,000
    
    
    
    10
    
    
    
    15,416
    
    
    
    
    
    
    
    
    
    
    
    15,426
    
    
    
    
    
    
    
    15,426Net issuances of unvested restricted common stock
    
    
    
    
    
    
    322,367
    
    
    
    3
    
    
    
    (1,241
    )
    
    
    
    
    
    
    
    
    
    
    (1,238
    )
    
    
    
    
    
    
    (1,238
    )Conversion of operating partnership units to common stock
    
    
    
    
    
    
    38,787
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    (34
    )
    
    
    Vesting of share-based awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,789
    
    
    
    
    
    
    
    
    
    
    
    1,789
    
    
    
    
    
    
    
    1,789Allocation of equity to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,337
    )
    
    
    
    
    
    
    
    
    
    
    (1,337
    )
    
    
    1,337
    
    
    
    Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,043
    )
    
    
    (14,043
    )
    
    
    
    
    
    
    (14,043
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,540
    
    
    
    8,540
    
    
    
    121
    
    
    
    8,661Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,241
    )
    
    
    (4,241
    )
    
    
    
    
    
    
    (4,241
    )OP unit distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (425
    )
    
    
    (425
    )Unrealized loss on marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (523
    )
    
    
    
    
    
    
    (523
    )
    
    
    (15
    )
    
    
    (538
    )Amortization of deferred interest costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,735
    
    
    
    
    
    
    
    1,735
    
    
    
    51
    
    
    
    1,786Unrealized gain on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,591
    
    
    
    
    
    
    
    2,591
    
    
    
    77
    
    
    
    2,668Balance at March 31, 2010
    
    $
    222,413
    
    
    
    100,312,423
    
    
    $
    1,003
    
    
    $
    1,858,212
    
    
    $
    (81,380
    )
    
    $
    (177,173
    )
    
    $
    1,823,075
    
    
    $
    10,702
    
    
    $
    1,833,777
   5




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BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 (In thousands)
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Net income available to common stockholders and noncontrolling interests
    
    $
    4,420
    
    
    $
    19,729Other comprehensive income:Unrealized gain on derivative instruments
    
    
    2,927
    
    
    
    12,787Amortization of deferred interest costs
    
    
    1,786
    
    
    
    Equity in other comprehensive loss of unconsolidated partnerships
    
    
    (14
    )
    
    
    (213
    )Deferred settlement payments on interest rate swaps, net
    
    
    (245
    )
    
    
    (875
    )Unrealized (loss)/gain on marketable securities
    
    
    (538
    )
    
    
    570Total other comprehensive income
    
    
    3,916
    
    
    
    12,269Comprehensive income
    
    
    8,336
    
    
    
    31,998Comprehensive income attributable to noncontrolling interests
    
    
    (113
    )
    
    
    (1,162
    )Comprehensive income attributable to common stockholders
    
    $
    8,223
    
    
    $
    30,836
   6




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Operating activities:Net income
    
    $
    8,661
    
    
    $
    23,970Adjustments to reconcile net income to net cash provided by operating activities:Loss/(gain) on extinguishment of debt
    
    
    821
    
    
    
    (4,371
    )(Gain)/loss on derivative instruments
    
    
    (150
    )
    
    
    56Gain on sale of marketable securities
    
    
    (865
    )
    
    
    Depreciation and amortization
    
    
    28,915
    
    
    
    27,313Allowance for doubtful accounts
    
    
    115
    
    
    
    3,739Revenue reduction attributable to acquired above-market leases
    
    
    306
    
    
    
    320Revenue recognized related to acquired below-market leases
    
    
    (1,201
    )
    
    
    (3,902
    )Revenue reduction attributable to lease incentives
    
    
    500
    
    
    
    331Compensation expense related to restricted common stock and LTIP units
    
    
    1,789
    
    
    
    1,404Amortization of deferred loan costs
    
    
    1,204
    
    
    
    1,143Amortization of debt premium on mortgage notes payable
    
    
    (467
    )
    
    
    (455
    )Amortization of debt discount on exchangeable senior notes due 2026
    
    
    177
    
    
    
    483Loss from unconsolidated partnerships
    
    
    277
    
    
    
    301Distributions representing return on capital from unconsolidated partnerships
    
    
    348
    
    
    
    32Amortization of deferred interest costs
    
    
    1,786
    
    
    
    Changes in operating assets and liabilities:Restricted cash
    
    
    51
    
    
    
    2,926Accounts receivable
    
    
    1,519
    
    
    
    (5,830
    )Accrued straight-line rents
    
    
    (6,915
    )
    
    
    (7,143
    )Deferred leasing costs
    
    
    (379
    )
    
    
    (2,909
    )Other assets
    
    
    (11,036
    )
    
    
    1,251Security deposits
    
    
    74
    
    
    
    18Accounts payable, accrued expenses and other liabilities
    
    
    2,195
    
    
    
    4,619Net cash provided by operating activities
    
    
    27,725
    
    
    
    43,296Investing activities:Purchases of interests in and additions to investments in real estate and related intangible assets
    
    
    (71,542
    )
    
    
    (45,231
    )Contributions to unconsolidated partnerships, net
    
    
    
    
    
    
    (32,267
    )Proceeds from the sale of marketable securities
    
    
    1,227
    
    
    
    Additions to non-real estate assets
    
    
    (185
    )
    
    
    (125
    )Net cash used in investing activities
    
    
    (70,500
    )
    
    
    (77,623
    )Financing activities:Proceeds from common stock offering
    
    
    15,797
    
    
    
    Payment of common stock offering costs
    
    
    (371
    )
    
    
    Payment of deferred loan costs
    
    
    (5,773
    )
    
    
    (17
    )Unsecured line of credit proceeds
    
    
    178,742
    
    
    
    95,567Unsecured line of credit payments
    
    
    (181,844
    )
    
    
    Principal payments on mortgage notes payable
    
    
    (1,812
    )
    
    
    (1,237
    )Payments on secured term loan
    
    
    (100,000
    )
    
    
    Repurchases of exchangeable senior notes due 2026
    
    
    (6,311
    )
    
    
    (6,910
    )Proceeds from exchangeable senior notes due 2030
    
    
    180,000
    
    
    
    Settlement of derivative instruments
    
    
    
    
    
    
    (8,860
    )Deferred settlement payments, net on interest rate swaps
    
    
    (245
    )
    
    
    (875
    )Distributions to operating partnership unit and LTIP unit holders
    
    
    (429
    )
    
    
    (1,151
    )Dividends paid to common stockholders
    
    
    (13,860
    )
    
    
    (27,053
    )Dividends paid to preferred stockholders
    
    
    (4,241
    )
    
    
    (4,241
    )Net cash provided by financing activities
    
    
    59,653
    
    
    
    45,223Net increase in cash and cash equivalents
    
    
    16,878
    
    
    
    10,896Cash and cash equivalents at beginning of period
    
    
    19,922
    
    
    
    21,422Cash and cash equivalents at end of period
    
    $
    36,800
    
    
    $
    32,318Supplemental disclosure of cash flow information:Cash paid during the period for interest (net of amounts capitalized of $1,645 and $4,130,
respectively)
    
    $
    17,507
    
    
    $
    10,821Supplemental disclosure of non-cash investing and financing activities:Accrual for preferred stock dividends declared
    
    $
    4,241
    
    
    $
    4,241Accrual for common stock dividends declared
    
    
    14,043
    
    
    
    27,196Accrual for distributions declared for operating partnership unit and LTIP unit holders
    
    
    425
    
    
    
    1,126Accrued additions to real estate and related intangible assets
    
    
    10,588
    
    
    
    37,048
   7




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. Organization and Description of Business
  2. Basis of Presentation and Summary of Significant Accounting Policies
  Principles of Consolidation
  Investments in Partnerships
    8




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##### Table of Contents



Investments in Real Estate
  March 31,
    
    
    December 31,2010
    
    
    2009Land
    
    $
    389,675
    
    
    $
    388,292Land under development
    
    
    42,736
    
    
    
    31,609Buildings and improvements
    
    
    2,495,313
    
    
    
    2,485,972Construction in progress
    
    
    89,250
    
    
    
    87,810Tenant improvements
    
    
    267,866
    
    
    
    222,8583,284,840
    
    
    
    3,216,541Accumulated depreciation
    
    
    (269,208
    )
    
    
    (244,774
    )$
    3,015,632
    
    
    $
    2,971,767
  Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
   9




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##### Table of Contents



Deferred Leasing Costs
   Balance atMarch 31,
    
    
    Accumulated2010
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    170,068
    
    
    $
    (116,079
    )
    
    $
    53,989Acquired management agreements
    
    
    13,291
    
    
    
    (10,570
    )
    
    
    2,721Deferred leasing and other direct costs
    
    
    35,482
    
    
    
    (10,653
    )
    
    
    24,829$
    218,841
    
    
    $
    (137,302
    )
    
    $
    81,539
  Balance atDecember 31,
    
    
    Accumulated2009
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    168,390
    
    
    $
    (112,613
    )
    
    $
    55,777Acquired management agreements
    
    
    12,921
    
    
    
    (10,405
    )
    
    
    2,516Deferred leasing and other direct costs
    
    
    34,851
    
    
    
    (9,870
    )
    
    
    24,981$
    216,162
    
    
    $
    (132,888
    )
    
    $
    83,274
 Revenue Recognition
  
    
    whether the lease stipulates how and on what a tenant improvement allowance may be spent;
    
    whether the tenant or landlord retain legal title to the improvements;
    
    the uniqueness of the improvements;
    
    the expected economic life of the tenant improvements relative to the length of the lease;
    
    the responsible party for construction cost overruns; and
    
    who constructs or directs the construction of the improvements.
   10




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##### Table of Contents



March 31,
    
    
    December 31,2010
    
    
    2009Acquired above-market leases
    
    $
    12,729
    
    
    $
    12,729Accumulated amortization
    
    
    (9,988
    )
    
    
    (9,682
    )$
    2,741
    
    
    $
    3,047
  March 31,
    
    
    December 31,2010
    
    
    2009Acquired below-market leases
    
    $
    39,464
    
    
    $
    39,339Accumulated amortization
    
    
    (29,402
    )
    
    
    (28,201
    )$
    10,062
    
    
    $
    11,138
  March 31,
    
    
    December 31,2010
    
    
    2009Lease incentives
    
    $
    27,062
    
    
    $
    12,816Accumulated amortization
    
    
    (3,989
    )
    
    
    (3,489
    )$
    23,073
    
    
    $
    9,327
   11




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##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Rental revenues
    
    $
    
    
    
    $
    2,619Other income
    
    
    62
    
    
    
    3,827Total revenue
    
    
    62
    
    
    
    6,446Rental operations expense
    
    
    9
    
    
    
    3,335Depreciation and amortization
    
    
    
    
    
    
    3,680Total expenses
    
    
    9
    
    
    
    7,015Net effect of lease terminations
    
    $
    53
    
    
    $
    (569
    )
 Investments
   March 31,
    
    
    December 31,2010
    
    
    2009Equity securities, initial cost basis
    
    $
    
    
    
    $
    361Unrealized gain
    
    
    
    
    
    
    537Equity securities, fair-value
    
    $
    
    
    
    $
    898
  Share-Based Payments
   12




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##### Table of Contents



Assets and Liabilities Measured at Fair-Value
        Derivative Instruments
   13




---



##### Table of Contents



Managements Estimates
   14




---



##### Table of Contents



Segment Information
  3. Equity
     Common Stock, Partnership Units and LTIP Units
  7.375% Series A Cumulative Redeemable Preferred Stock
   15




---



##### Table of Contents



Dividends and Distributions
  Dividend and
    
    Dividend andAmount Per
    
    
    
    
    Distribution
    
    Distribution AmountDeclaration Date
    
    Securities Class
    
    Share/Unit
    
    
    Period Covered
    
    Payable Date
    
    (in thousands)March 15, 2010
    
    Common stock and
    
    $
    0.14000
    
    
    January 1, 2010 to
    
    April 15, 2010
    
    $
    14,469partnership and LTIP
    
    
    
    
    
    March 31, 2010unitsMarch 15, 2010
    
    Series A preferred stock
    
    $
    0.46094
    
    
    January 16, 2010 to April 15, 2010
    
    April 15, 2010
    
    $
    4,241
  Common stock, partnership units, and LTIP units
    
    $
    14,469Series A preferred stock
    
    
    4,241$
    18,710
 Noncontrolling Interests
     16




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##### Table of Contents



March 31, 2010
    
    
    December 31, 2009Partnership Units
    
    
    Percentage of
    
    
    Partnership Units
    
    
    Percentage ofand LTIP Units
    
    
    Total
    
    
    and LTIP Units
    
    
    TotalBioMed Realty Trust
    
    
    98,912,538
    
    
    
    97.1
    %
    
    
    97,939,028
    
    
    
    97.2
    %Noncontrolling interest consisting of:Partnership and LTIP units held by employees and
related parties
    
    
    2,300,471
    
    
    
    2.3
    %
    
    
    2,246,493
    
    
    
    2.2
    %Partnership and LTIP units held by third parties(1)
    
    
    588,801
    
    
    
    0.6
    %
    
    
    595,551
    
    
    
    0.6
    %Total
    
    
    101,801,810
    
    
    
    100.0
    %
    
    
    100,781,072
    
    
    
    100.0
    %
 
 (1)
    
    Includes vested ownership interests held by a former employee, which are now classified as
held by a third party.  4. Mortgage Notes Payable
  Stated Fixed
    
    
    Effective
    
    
    Principal BalanceInterest
    
    
    Interest
    
    
    March 31,
    
    
    December 31,Rate
    
    
    Rate
    
    
    2010
    
    
    2009
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,325
    
    
    $
    4,354
    
    
    July 1, 2012Bridgeview Technology Park I
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,207
    
    
    
    11,246
    
    
    January 1, 2011Center for Life Science | Boston
    
    
    7.75
    %
    
    
    7.75
    %
    
    
    347,978
    
    
    
    348,749
    
    
    June 30, 2014500 Kendall Street (Kendall D)
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    65,626
    
    
    
    66,077
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,074
    
    
    
    5,129
    
    
    January 21, 20156828 Nancy Ridge Drive
    
    
    7.15
    %
    
    
    5.38
    %
    
    
    6,567
    
    
    
    6,595
    
    
    September 1, 2012Road to the Cure
    
    
    6.70
    %
    
    
    5.78
    %
    
    
    14,893
    
    
    
    14,956
    
    
    January 31, 2014Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    10,934
    
    
    
    10,981
    
    
    July 1, 2011Shady Grove Road
    
    
    5.97
    %
    
    
    5.97
    %
    
    
    147,000
    
    
    
    147,000
    
    
    September 1, 2016Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    28,096
    
    
    
    28,322
    
    
    June 1, 20129865 Towne Centre Drive
    
    
    7.95
    %
    
    
    7.95
    %
    
    
    17,824
    
    
    
    17,884
    
    
    June 30, 2013900 Uniqema Boulevard
    
    
    8.61
    %
    
    
    5.61
    %
    
    
    1,148
    
    
    
    1,191
    
    
    May 1, 2015660,672
    
    
    
    662,484Unamortized premiums
    
    
    
    
    
    
    
    
    
    
    6,503
    
    
    
    6,970$
    667,175
    
    
    $
    669,454
    17




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##### Table of Contents



5. Credit Facilities, Exchangeable Senior Notes, and Other Debt Instruments
 Unsecured Line of Credit
  Secured Term Loan
    Exchangeable Senior Notes due 2026, net
   18




---



##### Table of Contents



March 31,
    
    
    December 31,2010
    
    
    2009Notes due 2026
    
    $
    39,900
    
    
    $
    46,150Unamortized debt discount
    
    
    (1,096
    )
    
    
    (1,465
    )$
    38,804
    
    
    $
    44,685
  March 31,2010
    
    
    2009Contractual interest
    
    $
    457
    
    
    $
    1,432Amortization of debt discount
    
    
    177
    
    
    
    483Total Notes due 2026 interest expense
    
    $
    634
    
    
    $
    1,915
 Exchangeable Senior Notes due 2030
   19




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##### Table of Contents



2010
    
    $
    5,5922011
    
    
    424,4782012
    
    
    195,4142013
    
    
    25,9412014
    
    
    353,091Thereafter(1)
    
    
    420,620$
    1,425,136
 
 (1)
    
    Includes $39.9 million in principal payments of the Notes due 2026 based on a contractual
maturity date of October 1, 2026 and $180.0 million in principal payments of the Notes due
2030 based on a contractual maturity date of January 15, 2030.   6. Earnings Per Share
    20




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##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Basic earnings per share:Net income available to common stockholders
    
    $
    4,299
    
    
    $
    19,024Less: net income allocable to unvested restricted stock
    
    
    (56
    )
    
    
    (190
    )Less: distributions in excess of earnings attributable to unvested restricted stock
    
    
    (132
    )
    
    
    (93
    )Net income attributable to common stockholders
    
    $
    4,111
    
    
    $
    18,741Diluted earnings per share:Net income available to common stockholders
    
    $
    4,299
    
    
    $
    19,024Plus: net income attributable to noncontrolling interests of operating partnership
    
    
    127
    
    
    
    722Net income available to common stockholders and participating securities (including the Units)
    
    $
    4,426
    
    
    $
    19,746Weighted-average common shares outstanding:Basic
    
    
    98,229,996
    
    
    
    80,261,363Incremental shares from assumed conversion/vesting:Unvested restricted stock
    
    
    1,289,597
    
    
    
    822,916Operating partnership and LTIP units
    
    
    3,057,736
    
    
    
    3,415,086Diluted
    
    
    102,577,329
    
    
    
    84,499,365Basic and diluted earnings per share:Net income per share available to common stockholders, basic and diluted:
    
    $
    0.04
    
    
    $
    0.23
 7. Investment in Unconsolidated Partnerships
  Companys
    
    
    CompanysOwnership
    
    
    EconomicName
    
    Partner
    
    Interest
    
    
    Interest
    
    
    Date AcquiredPREI I LLC(1)
    
    PREI
    
    
    20
    %
    
    
    20
    %
    
    April 4, 2007PREI II LLC(2)
    
    PREI
    
    
    20
    %
    
    
    20
    %
    
    April 4, 2007McKellar Court(3)
    
    Quidel Corporation
    
    
    22
    %
    
    
    22
    %(4)
    
    September 30, 2004
 
 (1)
    
    In April 2007, PREI I LLC acquired a portfolio of properties in Cambridge, Massachusetts
comprised of a stabilized laboratory/office building totaling 184,445 square feet located at
320 Bent Street, a partially leased laboratory/office building totaling 420,000 square feet
located at 301 Binney Street, a 37-unit apartment building, an operating garage facility on
Rogers Street with 503 spaces, an operating below grade garage facility at Kendall Square with
approximately 1,400 spaces, and a
building currently under construction at 650 East Kendall Street that the Company believes can
support up to 280,000 rentable square feet of laboratory and office space. The 650 East Kendall
Street site will also include a below grade parking facility.  21




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##### Table of Contents



Each of the PREI operating agreements includes a put/call option whereby either member can cause
the limited liability company to sell certain properties in which it holds leasehold interests to
the Company at any time after the fifth anniversary and before the seventh anniversary of the
acquisition date. However, the put/call option may be terminated prior to exercise under certain
circumstances. The put/call option purchase price is based on a predetermined return on capital
invested by PREI. If the put/call option is exercised, the Company believes that it would have
adequate resources to fund the purchase price and the Company also has the option to fund a
portion of the purchase price through the issuance of the Companys common stock.The PREI limited liability companies jointly entered into a secured acquisition and interim loan
facility with KeyBank and utilized approximately $427.0 million of that facility to fund a
portion of the purchase price for the properties acquired in April 2007. The remaining funds
available were utilized to fund construction costs at certain properties under development.
Pursuant to the loan facility, the Company executed guaranty agreements in which it guaranteed
the full completion of the construction and any tenant improvements at the 301 Binney Street
property if PREI I LLC was unable or unwilling to complete the project. On February 11, 2009, the
PREI joint ventures jointly refinanced the outstanding balance of the secured acquisition and
interim loan facility, or approximately $364.1 million, with the proceeds of a new loan totaling
$203.3 million and members capital contributions funding the balance due. The new loan bears
interest at a rate equal to, at the option of the PREI joint ventures, either (1) reserve
adjusted LIBOR plus 350 basis points or (2) the higher of (a) the prime rate then in effect, (b)
the federal funds rate then in effect plus 50 basis points or (c) one-month LIBOR plus 450 basis
points, and requires interest only monthly payments until the maturity date, February 10, 2011.
In addition, the PREI joint ventures may extend the maturity date of the secured acquisition and
interim loan facility to February 10, 2012 after satisfying certain conditions and paying an
extension fee based on the then current facility commitment. At maturity, the PREI joint ventures
may refinance the loan, depending on market conditions and the availability of credit, or they
may execute the extension option. On March 11, 2009, the PREI joint ventures jointly entered into
an interest rate cap agreement, which is intended to have the effect of hedging variability in
future interest payments on the $203.3 million secured acquisition and interim loan facility
above a strike rate of 2.5% (excluding the applicable credit spread) through February 10, 2011.
At March 31, 2010, there were $203.3 million in outstanding borrowings on the secured acquisition
and interim loan facility, with a contractual interest rate of 3.7% (including the applicable
credit spread).(2)
    
    As part of a larger transaction which included the acquisition by PREI I LLC referred to
above, PREI II LLC acquired a portfolio of properties in April 2007. It disposed of its
acquired properties in 2007 at no material gain or loss. The total sale price included
approximately $4.0 million contingently payable in June 2012 pursuant to a put/call option,
exercisable on the earlier of the extinguishment or expiration of development restrictions
placed on a portion of the development rights included in the disposition. The Companys
remaining investment in PREI II LLC (maximum exposure to losses) was approximately $807,000 at
March 31, 2010.(3)
    
    The McKellar Court partnership holds a property comprised of a two-story laboratory/office
building totaling 72,863 rentable square feet located in San Diego, California. The Companys
investment in the McKellar Court partnership (maximum exposure to losses) was approximately
$12.7 million at March 31, 2010. In December 2009, the Operating Partnership provided funding
in the form of a promissory note to the McKellar Court partnership in the amount of $10.3
million, which matures at the earlier of (a) January 1, 2020, or (b) the day that the limited
partner exercises an option to purchase the Operating Partnerships ownership interest. Loan
proceeds were utilized to repay a mortgage with a third party. Interest-only payments on the
promissory note are due monthly at a fixed rate of 8.15% (the rate may adjust higher after
January 1, 2015), with the principal balance outstanding due at maturity.(4)
    
    The Companys economic interest in the McKellar Court partnership entitles it to 75% of the
extraordinary cash flows after repayment of the partners capital contributions and 22% of the
operating cash flows.   22




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##### Table of Contents



March 31,
    
    
    December 31,2010
    
    
    2009Assets:Investments in real estate, net
    
    $
    622,586
    
    
    $
    613,306Cash and cash equivalents (including restricted cash)
    
    
    6,984
    
    
    
    6,758Intangible assets, net
    
    
    13,116
    
    
    
    13,498Other assets
    
    
    17,997
    
    
    
    18,374Total assets
    
    $
    660,683
    
    
    $
    651,936Liabilities and equity:Mortgage notes payable
    
    $
    409,627
    
    
    $
    405,606Other liabilities
    
    
    25,110
    
    
    
    15,195Members equity
    
    
    225,946
    
    
    
    231,135Total liabilities and equity
    
    $
    660,683
    
    
    $
    651,936Companys net investment in unconsolidated partnerships
    
    $
    55,968
    
    
    $
    56,909
   Three Months EndedMarch 31,2010
    
    
    2009Total revenues
    
    $
    7,728
    
    
    $
    7,728Rental operations expense
    
    
    1,699
    
    
    
    2,606Real estate taxes, insurance and ground rent
    
    
    3,120
    
    
    
    2,121Depreciation and amortization
    
    
    3,305
    
    
    
    3,303Interest expense, net of interest income
    
    
    2,482
    
    
    
    2,089Total expenses
    
    
    10,606
    
    
    
    10,119Net loss
    
    $
    (2,878
    )
    
    $
    (2,391
    )Companys equity in net loss of unconsolidated partnerships
    
    $
    (277
    )
    
    $
    (301
    )
 8. Derivatives and Other Financial Instruments
   23




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##### Table of Contents



Fair-Value(1)Notional
    
    
    
    
    
    
    
    
    
    
    March 31,
    
    
    December 31,Amount
    
    
    Strike Rate
    
    
    Effective Date
    
    Expiration Date
    
    2010
    
    
    2009$
    250,000
    
    
    
    4.157
    %
    
    June 1, 2005
    
    June 1, 2010
    
    $
    (1,646
    )
    
    $
    (4,017
    )115,000
    
    
    
    4.673
    %
    
    October 1, 2007
    
    August 1, 2011
    
    
    (6,063
    )
    
    
    (6,530
    )35,000
    
    
    
    4.700
    %
    
    October 10, 2007
    
    August 1, 2011
    
    
    (1,859
    )
    
    
    (2,004
    )Interest rate swaps
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    (9,568
    )
    
    
    (12,551
    )Other(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    213
    
    
    $
    119Total derivative instruments
    
    $
    400,000
    
    
    
    
    
    
    
    
    
    
    $
    (9,355
    )
    
    $
    (12,432
    )
 
 (1)
    
    Fair-value of derivative instruments does not include any related accrued interest payable,
which is included in accrued expenses on the accompanying consolidated balance sheets.(2)
    
    A stock purchase warrant was received in connection with an early lease termination in
September 2009 and was recorded as a derivative instrument with an initial fair-value of
approximately $199,000 in other assets in the accompanying consolidated balance sheets.    24




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##### Table of Contents



Three Months EndedMarch 31,2010
    
    
    2009Amount of gain recognized in other comprehensive income (effective portion):Cash flow hedgesInterest rate swaps
    
    $
    2,927
    
    
    $
    1,987Forward starting swaps
    
    
    
    
    
    
    6,479Total cash flow hedges
    
    
    2,927
    
    
    
    8,466Ineffective interest rate swaps(1)
    
    
    
    
    
    
    4,321Total interest rate swaps
    
    $
    2,927
    
    
    $
    12,787
 (1)
    
    For the three months ended March 31, 2009, the amount represents the reclassification of
unrealized losses from accumulated other comprehensive income to earnings relating to a
previously effective forward starting swap as a result of the reduction in the notional amount
of forecasted debt.  Three Months EndedMarch 31,2010
    
    
    2009Amount of loss reclassified from other comprehensive income to income (effective portion):Cash flow hedgesInterest rate swaps(1)
    
    $
    (4,123
    )
    
    $
    (3,905
    )Forward starting swaps(2)
    
    
    (1,786
    )
    
    
    Total interest rate swaps
    
    $
    (5,909
    )
    
    $
    (3,905
    )
 (1)
    
    Amount represents payments made to swap counterparties for the effective portion of interest
rate swaps that were recognized as an increase to interest expense for the periods presented
(the amount was recorded as an increase and corresponding decrease to accumulated other
comprehensive loss in the same accounting period).(2)
    
    Amount represents reclassifications of deferred interest costs from accumulated other
comprehensive loss to interest expense related to the Companys previously settled forward
starting swaps.  Three Months EndedMarch 31,2010
    
    
    2009Amount of gain/(loss) recognized in income
(ineffective portion and amount excluded from
effectiveness testing):Cash flow hedgesInterest rate swaps
    
    $
    56
    
    
    $
    (9
    )Forward starting swaps
    
    
    
    
    
    
    (352
    )Total cash flow hedges
    
    
    56
    
    
    
    (361
    )Ineffective interest rate swaps
    
    
    
    
    
    
    305Total interest rate swaps
    
    $
    56
    
    
    $
    (56
    )Other derivative instruments
    
    
    94
    
    
    
    Total gain/(loss) on derivative instruments
    
    $
    150
    
    
    $
    (56
    )
  25




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##### Table of Contents



9. Property Acquisitions
  Acquisition
    
    Investments
    
    
    In-Place
    
    
    Management
    
    
    Below
    
    
    Total CashProperty
    
    Date
    
    in Real Estate
    
    
    Lease
    
    
    Agreement
    
    
    Market Lease
    
    
    ConsiderationWest Watkins Mill Road
    
    February 23, 2010
    
    $
    12,463
    
    
    $
    1,677
    
    
    $
    370
    
    
    $
    (125
    )
    
    $
    14,385Gazelle Court(1)
    
    March 30, 2010
    
    
    11,630
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,630Total
    
    
    
    $
    24,093
    
    
    $
    1,677
    
    
    $
    370
    
    
    $
    (125
    )
    
    $
    26,015Intangible amortization life (in months)
    
    
    
    
    
    
    
    
    50
    
    
    
    55
    
    
    
    42
 
 (1)
    
    On March 30, 2010, the Company acquired a land parcel for the purchase price of $10.1 million
(in addition to reimbursing the selling party for pre-construction costs incurred through the
date of sale on the project). Concurrent with the purchase, the Company executed a lease with
an existing tenant for a laboratory/office building totaling 176,000 square feet to be
constructed on the site by the Company. The lease will commence after the Company
substantially completes construction of the building. It is estimated that the building will
be completed in January 2012. 10. Fair-Value of Financial Instruments
     March 31, 2010
    
    
    December 31, 2009Fair-Value
    
    
    Carrying Value
    
    
    Fair-Value
    
    
    Carrying ValueMortgage notes payable(1)
    
    $
    687,747
    
    
    $
    667,175
    
    
    $
    671,614
    
    
    $
    669,454Unsecured line of credit
    
    
    380,237
    
    
    
    394,564
    
    
    
    380,699
    
    
    
    397,666Notes due 2026(2)
    
    
    39,900
    
    
    
    38,804
    
    
    
    46,150
    
    
    
    44,685Notes due 2030
    
    
    180,092
    
    
    
    180,000
    
    
    
    
    
    
    
    Secured term loan
    
    
    140,918
    
    
    
    150,000
    
    
    
    233,389
    
    
    
    250,000Derivative instruments(3)
    
    
    (9,355
    )
    
    
    (9,355
    )
    
    
    (12,551
    )
    
    
    (12,551
    )Investments(4)
    
    
    
    
    
    
    
    
    
    
    898
    
    
    
    898
 
 (1)
    
    Carrying value includes $6.5 million and $7.0 million of debt premium as of March 31, 2010
and December 31, 2009, respectively.(2)
    
    Carrying value includes $1.1 million and $1.5 million of debt discount as of March 31, 2010
and December 31, 2009, respectively.  26




---



##### Table of Contents



(3)
    
    The Companys derivative instruments are reflected in other assets and derivative instruments
(liability account) on the accompanying consolidated balance sheets based on their respective
balances (see Note 8).(4)
    
    The Companys investments are included in other assets on the accompanying consolidated
balance sheets (see Investments section in Note 2). 11. New Accounting Standards
  
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     27




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##### Table of Contents



Overview
    Consolidated Portfolio
    
    
    Unconsolidated Partnership Portfolio
    
    
    Total PortfolioPercent of
    
    
    
    
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    
    
    
    
    Percent ofRentable
    
    
    Rentable
    
    
    
    
    
    
    Rentable
    
    
    Rentable
    
    
    
    
    
    
    Rentable
    
    
    RentableSquare
    
    
    Square
    
    
    
    
    
    
    Square
    
    
    Square
    
    
    
    
    
    
    Square
    
    
    SquareProperties
    
    
    Feet
    
    
    Feet Leased
    
    
    Properties
    
    
    Feet
    
    
    Feet Leased
    
    
    Properties
    
    
    Feet
    
    
    Feet LeasedStabilized
    
    
    41
    
    
    
    5,352,222
    
    
    
    98.7
    %
    
    
    4
    
    
    
    257,268
    
    
    
    100.0
    %
    
    
    45
    
    
    
    5,609,490
    
    
    
    98.7
    %Lease up
    
    
    20
    
    
    
    2,742,512
    
    
    
    64.0
    %
    
    
    2
    
    
    
    417,290
    
    
    
    58.4
    %
    
    
    22
    
    
    
    3,159,802
    
    
    
    63.3
    %Current operating portfolio
    
    
    61
    
    
    
    8,094,734
    
    
    
    86.9
    %
    
    
    6
    
    
    
    674,558
    
    
    
    74.3
    %
    
    
    67
    
    
    
    8,769,292
    
    
    
    86.0
    %Long-term lease up
    
    
    1
    
    
    
    1,389,517
    
    
    
    25.5
    %
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    1
    
    
    
    1,389,517
    
    
    
    25.5
    %Total operating portfolio
    
    
    62
    
    
    
    9,484,251
    
    
    
    77.9
    %
    
    
    6
    
    
    
    674,558
    
    
    
    74.3
    %
    
    
    68
    
    
    
    10,158,809
    
    
    
    77.7
    %Development
    
    
    1
    
    
    
    176,000
    
    
    
    100.0
    %
    
    
    1
    
    
    
    280,000
    
    
    
    
    
    
    
    2
    
    
    
    456,000
    
    
    
    38.6
    %Redevelopment
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/aPre-development
    
    
    1
    
    
    
    152,145
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    1
    
    
    
    152,145
    
    
    
    Total portfolio
    
    
    64
    
    
    
    9,812,396
    
    
    
    77.1
    %
    
    
    7
    
    
    
    954,558
    
    
    
    52.5
    %
    
    
    71
    
    
    
    10,766,954
    
    
    
    74.9
    %Land parcels
    
    
    n/a
    
    
    
    1,548,000
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    1,548,000
    
    
    
    n/aTotal proforma portfolio
    
    
    64
    
    
    
    11,360,396
    
    
    
    n/a
    
    
    
    7
    
    
    
    954,558
    
    
    
    n/a
    
    
    
    71
    
    
    
    12,314,954
    
    
    
    n/a
 Factors Which May Influence Future Operations
      28




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##### Table of Contents



Critical Accounting Policies
  New Accounting Standards
  Results of Operations
 Comparison of the Three Months Ended March 31, 2010 to the Three Months Ended March 31, 2009
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Rental
    
    $
    52,734
    
    
    $
    56,041
    
    
    $
    17,714
    
    
    $
    12,382
    
    
    $
    150
    
    
    $
    
    
    
    $
    2
    
    
    $
    (4
    )Tenant recoveries
    
    
    13,567
    
    
    
    15,155
    
    
    
    7,039
    
    
    
    5,724
    
    
    
    36
    
    
    
    
    
    
    
    184
    
    
    
    202Other income
    
    
    89
    
    
    
    3,904
    
    
    
    18
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    1,223
    
    
    
    542Total revenues
    
    $
    66,390
    
    
    $
    75,100
    
    
    $
    24,771
    
    
    $
    18,111
    
    
    $
    186
    
    
    $
    
    
    
    $
    1,409
    
    
    $
    740
 Rental Revenues
  29




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##### Table of Contents



Tenant Recoveries
  Other Income
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties
    
    
    Corporate2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Rental operations
    
    $
    10,487
    
    
    $
    15,689
    
    
    $
    6,090
    
    
    $
    5,453
    
    
    $
    13
    
    
    $
    
    
    
    $
    1,261
    
    
    $
    1,010Real estate taxes
    
    
    5,862
    
    
    
    5,067
    
    
    
    2,836
    
    
    
    2,166
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    19,324
    
    
    
    21,615
    
    
    
    9,513
    
    
    
    5,698
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    Total expenses
    
    $
    35,673
    
    
    $
    42,371
    
    
    $
    18,439
    
    
    $
    13,317
    
    
    $
    115
    
    
    $
    
    
    
    $
    1,261
    
    
    $
    1,010
 Rental Operations Expense
  Real Estate Tax Expense
  30




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##### Table of Contents



Depreciation and Amortization Expense
 General and Administrative Expenses
 Equity in Net Loss of Unconsolidated Partnerships
 Interest Expense
  Gain/(Loss) on Derivative Instruments
  31




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##### Table of Contents



(Loss)/Gain on Extinguishment of Debt
 Noncontrolling Interests
 Cash Flows
 Comparison of the Three Months Ended March 31, 2010 to the Three Months Ended March 31, 2009
 2010
    
    
    2009
    
    
    Change(In thousands)Net cash provided by operating activities
    
    $
    27,725
    
    
    $
    43,296
    
    
    $
    (15,571
    )Net cash used in investing activities
    
    
    (70,500
    )
    
    
    (77,623
    )
    
    
    7,123Net cash provided by financing activities
    
    
    59,653
    
    
    
    45,223
    
    
    
    14,430Ending cash and cash equivalents balance
    
    
    36,800
    
    
    
    32,318
    
    
    
    4,482
     32




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##### Table of Contents



Funds from Operations
   Three Months EndedMarch 31,2010
    
    
    2009Net income available to common stockholders
    
    $
    4,299
    
    
    $
    19,024Adjustments:Noncontrolling interests in operating partnership
    
    
    127
    
    
    
    722Depreciation and amortization  unconsolidated partnerships
    
    
    662
    
    
    
    662Depreciation and amortization  consolidated entities
    
    
    28,915
    
    
    
    27,313Depreciation and amortization  allocable to
noncontrolling interest of consolidated joint ventures
    
    
    (22
    )
    
    
    (20
    )Funds from operations available to common shares and Units
    
    $
    33,981
    
    
    $
    47,701Funds from operations per share  diluted
    
    $
    0.33
    
    
    $
    0.56Weighted-average common shares and Units outstanding  diluted
    
    
    102,577,329
    
    
    
    84,499,365
 Liquidity and Capital Resources
   33




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##### Table of Contents



2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter
    
    
    TotalFixed-rate mortgages
    
    $
    5,592
    
    
    $
    29,914
    
    
    $
    45,414
    
    
    $
    25,941
    
    
    $
    353,091
    
    
    $
    200,720
    
    
    $
    660,672Unsecured line of credit
    
    
    
    
    
    
    394,564
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    394,564Secured term loan
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Notes due 2026
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,900
    
    
    
    39,900Notes due 2030
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    180,000
    
    
    
    180,000Total consolidated
indebtedness
    
    
    5,592
    
    
    
    424,478
    
    
    
    195,414
    
    
    
    25,941
    
    
    
    353,091
    
    
    
    420,620
    
    
    
    1,425,136Secured acquisition and
interim loan facility
    
    
    
    
    
    
    40,650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,650Secured construction loan
    
    
    39,219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,219Total unconsolidated
indebtedness
    
    
    39,219
    
    
    
    40,650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,869Total indebtedness
    
    $
    44,811
    
    
    $
    465,128
    
    
    $
    195,414
    
    
    $
    25,941
    
    
    $
    353,091
    
    
    $
    420,620
    
    
    $
    1,505,005
       34




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##### Table of Contents



Aggregate PrincipalAmount orShares/Units at
    
    
    Dollar Value
    
    
    Percent of TotalMarch 31, 2010
    
    
    Equivalent
    
    
    Capitalization(In thousands)Debt:Mortgage notes payable (1)
    
    
    
    
    
    $
    660,672
    
    
    
    19.7
    %Secured term loan
    
    
    
    
    
    
    150,000
    
    
    
    4.5
    %Notes due 2026, net (2)
    
    
    
    
    
    
    39,900
    
    
    
    1.2
    %Notes due 2030
    
    
    
    
    
    
    180,000
    
    
    
    5.3
    %Unsecured line of credit
    
    
    
    
    
    
    394,564
    
    
    
    11.7
    %Total debt
    
    
    
    
    
    
    1,425,136
    
    
    
    42.4
    %Equity:Common shares outstanding (3)
    
    
    100,312,423
    
    
    
    1,659,167
    
    
    
    49.3
    %7.375% Series A Preferred shares outstanding (4)
    
    
    9,200,000
    
    
    
    230,000
    
    
    
    6.8
    %Operating partnership units outstanding (5)
    
    
    2,593,538
    
    
    
    42,897
    
    
    
    1.3
    %LTIP units outstanding (5)
    
    
    444,235
    
    
    
    7,348
    
    
    
    0.2
    %Total equity
    
    
    
    
    
    
    1,939,412
    
    
    
    57.6
    %Total capitalization
    
    
    
    
    
    $
    3,364,548
    
    
    
    100.0
    %
 
 (1)
    
    Amount includes debt premiums of $6.5 million recorded upon the assumption of the outstanding
indebtedness in connection with our purchase of the corresponding properties.(2)
    
    Amount includes a debt discount of $1.1 million.  35




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##### Table of Contents



(3)
    
    Based on the market closing price of our common stock of $16.54 per share on the last trading
day of the quarter (March 31, 2010).(4)
    
    Based on the liquidation preference of $25.00 per share for our 7.375% Series A preferred
stock.(5)
    
    Our partnership and LTIP units are each individually convertible into one share of common
stock using the market closing price of our common stock of $16.54 per share on the last
trading day of the quarter (March 31, 2010).   Off-Balance Sheet Arrangements
      Principal Amount (1)Ownership
    
    
    
    
    
    
    March  31,
    
    
    December 31,Name
    
    Percentage
    
    
    Interest Rate (2)
    
    
    2010
    
    
    2009
    
    
    Maturity DatePREI I and PREI II(3)
    
    
    20
    %
    
    
    3.73
    %
    
    $
    40,650
    
    
    $
    40,650
    
    
    February 10, 2011PREI I(4)
    
    
    20
    %
    
    
    3.95
    %
    
    
    39,219
    
    
    
    38,415
    
    
    August 13, 2010Total
    
    
    
    
    
    
    
    
    
    $
    79,869
    
    
    $
    79,065
 
 (1)
    
    Amount represents our proportionate share of the total outstanding indebtedness for each of
the unconsolidated partnerships.(2)
    
    Effective or weighted average interest rate of the outstanding indebtedness as of March 31,
2010, including the effect of interest rate swaps.  36




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##### Table of Contents



(3)
    
    Amount at March 31, 2010 represents our proportionate share of the total draws outstanding
under a secured acquisition and interim loan facility, which bore interest at a LIBOR-indexed
variable rate. A portion of the secured acquisition and interim loan facility was utilized by
both PREI I LLC and PREI II LLC to acquire a portfolio of properties (initial borrowings of
approximately $427.0 million) on April 4, 2007 (see Note 9 in the accompanying consolidated
financial statements). On February 11, 2009, our PREI joint ventures jointly refinanced the
outstanding balance of the secured acquisition and interim loan facility, or approximately
$364.1 million, with the proceeds of a new loan totaling $203.3 million and members capital
contributions funding the balance due. The new loan bears interest at a rate equal to, at the
option of our PREI joint ventures, either (a) reserve adjusted LIBOR plus 350 basis points or
(b) the higher of (i) the prime rate then in effect, (ii) the federal funds rate then in
effect plus 50 basis points or (iii) one-month LIBOR plus 450 basis points, and requires
interest only monthly payments until the maturity date, February 10, 2011.(4)
    
    Amount represents our proportionate share of a secured construction loan, which bears
interest at a LIBOR-indexed variable rate. The secured construction loan was executed by a
wholly owned subsidiary of PREI I LLC in connection with the construction of the 650 East
Kendall Street property (initial borrowings of $84.0 million on February 13, 2008 were used in
part to repay a portion of the secured acquisition and interim loan facility). The remaining
balance is being utilized to fund construction costs at the property. Cash Distribution Policy
 i.e.
   Dividend
    
    
    DividendQuarter Ended
    
    Date Declared
    
    Date Paid
    
    per Common Share
    
    
    per Preferred ShareMarch 31, 2008
    
    March 14, 2008
    
    April 15, 2008
    
    $
    0.3350
    
    
    $
    0.46094June 30, 2008
    
    June 16, 2008
    
    July 15, 2008
    
    
    0.3350
    
    
    
    0.46094September 30, 2008
    
    September 15, 2008
    
    October 15, 2008
    
    
    0.3350
    
    
    
    0.46094December 31, 2008
    
    December 15, 2008
    
    January 15, 2009
    
    
    0.3350
    
    
    
    0.46094March 31, 2009
    
    March 16, 2009
    
    April 15, 2009
    
    
    0.3350
    
    
    
    0.46094June 30, 2009
    
    June 15, 2009
    
    July 15, 2009
    
    
    0.1100
    
    
    
    0.46094September 30, 2009
    
    September 15, 2009
    
    October 15, 2009
    
    
    0.1100
    
    
    
    0.46094December 31, 2009
    
    December 15, 2009
    
    January 15, 2010
    
    
    0.1400
    
    
    
    0.46094March 31, 2010
    
    March 15, 2010
    
    April 15, 2010
    
    
    0.1400
    
    
    
    0.46094
  37




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##### Table of Contents



Inflation
   
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Effective InterestPercent of
    
    
    Rate atPrincipal Balance(1)
    
    
    Total Debt
    
    
    March 31, 2010Fixed interest rate (2)
    
    $
    885,979
    
    
    
    61.9
    %
    
    
    5.14
    %Variable interest rate (3)
    
    
    544,564
    
    
    
    38.1
    %
    
    
    4.14
    %Total/effective interest rate
    
    $
    1,430,543
    
    
    
    100.0
    %
    
    
    4.76
    %
 
 (1)
    
    Principal balance includes only consolidated indebtedness.(2)
    
    Includes nine mortgage notes payable secured by certain of our properties (including $6.5
million of unamortized premium), our Notes due 2026 (including $1.1 million of unamortized
debt discount), and our Notes due 2030.(3)
    
    Includes our unsecured line of credit and secured term loan, which bear interest based on a
LIBOR-indexed variable interest rate, plus a credit spread. The stated effective rate for the
variable interest debt excludes the impact of any interest rate swap agreements. We have
entered into three interest rate swaps, which were intended to have the effect of initially
fixing the interest rates on $250.0 million of our variable rate debt at weighted average
interest rates ranging from 4.2% to 4.7% (excluding applicable credit spreads for the
underlying debt). A portion of one of the three interest rate swaps effectively fixes the
interest rate on the entire $150.0 million outstanding balance of the secured term loan at a
rate of 4.2% (excluding the credit spread for the $150.0 million secured term loan) until the
interest rate swap expires in May 2010.   38




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##### Table of Contents



ITEM 4.
    
    CONTROLS AND PROCEDURES
    
 PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
   39




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##### Table of Contents



Risks Related to Our Capital Structure
 A downgrade in our investment grade credit rating could materially adversely affect our
business and financial condition.
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4.
    
    RESERVED
 
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Description of Exhibit4.1
    
    
    Indenture, dated January 11, 2010, among BioMed Realty, L.P., BioMed Realty Trust, Inc. and U.S.
Bank National Association, as trustee, including the form of 3.75% Exchangeable Senior Notes due
2030.(1)10.1
    
    
    Registration Rights Agreement, dated January 11, 2010, among BioMed Realty Trust, Inc., BioMed
Realty, L.P., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley &
Co. Incorporated and UBS Securities LLC.(1)10.2
    
    
    First Amendment to First Amended and Restated Secured Term Loan Agreement, dated as of March 31,
2010, by and among BioMed Realty, L.P., KeyBank National Association, as Administrative Agent, and
certain lenders party thereto.(2)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s Current Report on Form 8-K
filed with the Securities and Exchange Commission on January 11, 2010.(2)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 6, 2010.  40




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##### Table of Contents



SIGNATURES
  BioMed Realty Trust, Inc./s/  ALAN D. GOLDAlan D. GoldChairman of the Board and Chief Executive Officer
(Principal Executive Officer)/s/  KENT GRIFFINKent GriffinPresident, Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)   41




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit4.1
    
    
    Indenture, dated January 11, 2010, among BioMed Realty, L.P., BioMed Realty Trust, Inc. and U.S.
Bank National Association, as trustee, including the form of 3.75% Exchangeable Senior Notes due
2030.(1)10.1
    
    
    Registration Rights Agreement, dated January 11, 2010, among BioMed Realty Trust, Inc., BioMed
Realty, L.P., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley &
Co. Incorporated and UBS Securities LLC.(1)10.2
    
    
    First Amendment to First Amended and Restated Secured Term Loan Agreement, dated as of March 31,
2010, by and among BioMed Realty, L.P., KeyBank National Association, as Administrative Agent, and
certain lenders party thereto.(2)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s Current Report on Form 8-K
filed with the Securities and Exchange Commission on January 11, 2010.(2)
    
    Incorporated herein by reference to BioMed Realty Trust, Inc.s Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 6, 2010.  42