##### 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 June 30, 2006.
 Commission File Number: 1-32261
 
 
 BIOMED REALTY TRUST, INC.
 (Exact name of registrant as specified in its charter)
 Maryland
    
    20-1142292(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 17140 Bernardo Center Drive, Suite 222San Diego, California
    
    92128(Address of Principal Executive Offices)
    
    (Zip Code)
 (858) 485-9840  (Registrants telephone number, including area code)
 þ o
   þ o o
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##### Table of Contents



BIOMED REALTY TRUST, INC.
 FORM 10-Q  QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
 TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATION
    
    
    3Item 1 Consolidated Financial Statements
    
    
    3Consolidated Balance Sheets for BioMed Realty Trust, Inc. as of June 30, 2006 (Unaudited)
and December 31, 2005
    
    
    3Consolidated Statements of Income for BioMed Realty Trust, Inc. for the three months
ended June 30, 2006 and 2005 (Unaudited)
    
    
    4Consolidated Statements of Income for BioMed Realty Trust, Inc. for the six months ended
June 30, 2006 and 2005 (Unaudited)
    
    
    5Consolidated Statements of Cash Flows for BioMed Realty Trust, Inc. for the six months
ended June 30, 2006 and 2005 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4 Controls and Procedures
    
    
    26PART II  OTHER INFORMATION
    
    
    27Item 1 Legal Proceedings
    
    
    27Item 1A Risk Factors
    
    
    27Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3 Defaults Upon Senior Securities
    
    
    30Item 4 Submission of Matters to a Vote of Security Holders
    
    
    30Item 5 Other Information
    
    
    31Item 6 Exhibits
    
    
    31SIGNATURES
    
    
    32EXHIBIT 10.6EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
 2




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##### Table of Contents



PART 1  FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 June 30, 2006
    
    
    December 31, 2005(Unaudited)ASSETSInvestments in real estate, net
    
    $
    1,589,788
    
    
    $
    1,129,371Investment in unconsolidated partnership
    
    
    2,454
    
    
    
    2,483Cash and cash equivalents
    
    
    23,093
    
    
    
    20,312Restricted cash
    
    
    5,249
    
    
    
    5,487Accounts receivable, net
    
    
    2,981
    
    
    
    9,873Accrued straight-line rents, net
    
    
    12,855
    
    
    
    8,731Acquired above market leases, net
    
    
    8,625
    
    
    
    8,817Deferred leasing costs, net
    
    
    126,549
    
    
    
    136,640Deferred loan costs, net
    
    
    6,282
    
    
    
    4,855Prepaid expenses
    
    
    2,362
    
    
    
    2,164Other assets
    
    
    26,714
    
    
    
    8,577Total assets
    
    $
    1,806,952
    
    
    $
    1,337,310LIABILITIES AND STOCKHOLDERS EQUITYMortgage notes payable, net
    
    $
    244,402
    
    
    $
    246,233Secured term loan
    
    
    250,000
    
    
    
    250,000Secured bridge loan
    
    
    150,000
    
    
    
    Unsecured line of credit
    
    
    60,800
    
    
    
    17,000Security deposits
    
    
    7,264
    
    
    
    6,905Dividends and distributions payable
    
    
    17,427
    
    
    
    13,365Accounts payable, accrued expenses, and other liabilities
    
    
    23,611
    
    
    
    23,012Acquired below market leases, net
    
    
    27,529
    
    
    
    29,647Total liabilities
    
    
    781,033
    
    
    
    586,162Minority interests
    
    
    19,907
    
    
    
    20,673Stockholders equity:Preferred stock, $.01 par value, 15,000,000 shares
authorized, none issued or outstanding
    
    
    
    
    
    
    Common stock, $.01 par value, 100,000,000 shares
authorized, 57,228,732 and 46,634,432 shares issued
and outstanding at June 30, 2006 and December 31,
2005, respectively
    
    
    571
    
    
    
    466Additional paid-in capital
    
    
    1,045,831
    
    
    
    757,591Accumulated other comprehensive income
    
    
    11,646
    
    
    
    5,922Dividends in excess of earnings
    
    
    (52,036
    )
    
    
    (33,504
    )Total stockholders equity
    
    
    1,006,012
    
    
    
    730,475Total liabilities and stockholders equity
    
    $
    1,806,952
    
    
    $
    1,337,310
  3




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BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share data)
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedJune 30, 2006
    
    
    June 30, 2005(Unaudited)Revenues:Rental
    
    $
    36,556
    
    
    $
    19,990Tenant recoveries
    
    
    12,839
    
    
    
    8,556Other income
    
    
    64
    
    
    
    Total revenues
    
    
    49,459
    
    
    
    28,546Expenses:Rental operations
    
    
    9,642
    
    
    
    6,721Real estate taxes
    
    
    4,587
    
    
    
    2,476Depreciation and amortization
    
    
    14,714
    
    
    
    8,476General and administrative
    
    
    4,206
    
    
    
    2,695Total expenses
    
    
    33,149
    
    
    
    20,368Income from operations
    
    
    16,310
    
    
    
    8,178Equity in net income of unconsolidated partnership
    
    
    22
    
    
    
    20Interest income
    
    
    435
    
    
    
    119Interest expense
    
    
    (9,253
    )
    
    
    (6,812
    )Income before minority interests
    
    
    7,514
    
    
    
    1,505Minority interests in consolidated partnerships
    
    
    46
    
    
    
    65Minority interests in operating partnership
    
    
    (402
    )
    
    
    (130
    )Net income
    
    $
    7,158
    
    
    $
    1,440Basic earnings per share
    
    $
    0.14
    
    
    $
    0.05Diluted earnings per share
    
    $
    0.14
    
    
    $
    0.05Weighted-average common shares outstanding:Basic
    
    
    51,394,117
    
    
    
    31,861,536Diluted
    
    
    54,534,393
    
    
    
    34,893,367
  4




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BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In thousands, except per share data)
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2006
    
    
    June 30, 2005(Unaudited)Revenues:Rental
    
    $
    67,734
    
    
    $
    34,276Tenant recoveries
    
    
    25,448
    
    
    
    15,810Other income
    
    
    70
    
    
    
    2,948Total revenues
    
    
    93,252
    
    
    
    53,034Expenses:Rental operations
    
    
    19,185
    
    
    
    13,116Real estate taxes
    
    
    8,828
    
    
    
    4,264Depreciation and amortization
    
    
    28,075
    
    
    
    14,667General and administrative
    
    
    8,554
    
    
    
    5,245Total expenses
    
    
    64,642
    
    
    
    37,292Income from operations
    
    
    28,610
    
    
    
    15,742Equity in net income of unconsolidated partnership
    
    
    42
    
    
    
    71Interest income
    
    
    595
    
    
    
    180Interest expense
    
    
    (17,037
    )
    
    
    (8,223
    )Income before minority interests
    
    
    12,210
    
    
    
    7,770Minority interests in consolidated partnerships
    
    
    100
    
    
    
    174Minority interests in operating partnership
    
    
    (678
    )
    
    
    (668
    )Net income
    
    $
    11,632
    
    
    $
    7,276Basic earnings per share
    
    $
    0.24
    
    
    $
    0.23Diluted earnings per share
    
    $
    0.24
    
    
    $
    0.23Weighted-average common shares outstanding:Basic
    
    
    48,895,318
    
    
    
    31,514,608Diluted
    
    
    52,062,831
    
    
    
    34,544,121
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BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Six MonthsSix Months
    
    
    EndedEnded
    
    
    June 30, 2005June 30, 2006
    
    

(revised
- See note 2)(Unaudited)Operating activities:Net income
    
    $
    11,632
    
    
    $
    7,276Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    28,075
    
    
    
    14,667Minority interests in consolidated partnerships
    
    
    (100
    )
    
    
    (174
    )Minority interests in operating partnership
    
    
    678
    
    
    
    668Bad debt expense
    
    
    53
    
    
    
    200Revenue reduction attributable to acquired above market leases
    
    
    1,220
    
    
    
    813Revenue recognized related to acquired below market leases
    
    
    (2,371
    )
    
    
    (991
    )Compensation expense related to restricted common stock
    
    
    1,811
    
    
    
    1,531Amortization of deferred loan costs
    
    
    719
    
    
    
    2,333Amortization of debt premium on mortgage notes payable
    
    
    (1,220
    )
    
    
    (650
    )Income from unconsolidated partnership
    
    
    (42
    )
    
    
    (71
    )Distributions received from unconsolidated partnership
    
    
    71
    
    
    
    51Changes in operating assets and liabilities:Restricted cash
    
    
    238
    
    
    
    (2,122
    )Accounts receivable
    
    
    6,916
    
    
    
    (4,053
    )Accrued straight-line rents
    
    
    (4,124
    )
    
    
    (2,314
    )Deferred leasing costs
    
    
    (1,197
    )
    
    
    (438
    )Prepaid expenses
    
    
    (198
    )
    
    
    (1,096
    )Other assets
    
    
    118
    
    
    
    (46
    )Due to affiliates
    
    
    
    
    
    
    (53
    )Security deposits
    
    
    61
    
    
    
    437Accounts payable, accrued expenses and other liabilities
    
    
    2,407
    
    
    
    4,517Net cash provided by operating activities
    
    
    44,747
    
    
    
    20,485Investing activities:Purchases of interests in and additions to real estate and related intangible assets
    
    
    (478,515
    )
    
    
    (486,455
    )Minority interest investment in consolidated partnerships
    
    
    316
    
    
    
    564Receipts of master lease payments
    
    
    454
    
    
    
    1,303Security deposits received from prior owners of rental property
    
    
    298
    
    
    
    708Additions to non-real estate assets
    
    
    (711
    )
    
    
    (189
    )Funds held in escrow for acquisitions
    
    
    (11,810
    )
    
    
    450Net cash used in investing activities
    
    
    (489,968
    )
    
    
    (483,619
    )Financing activities:Proceeds from common stock offering
    
    
    298,999
    
    
    
    340,256Payment of offering costs
    
    
    (12,397
    )
    
    
    (16,106
    )Payment of loan costs
    
    
    (2,026
    )
    
    
    (6,158
    )Line of credit proceeds
    
    
    82,030
    
    
    
    227,175Line of credit payments
    
    
    (38,230
    )
    
    
    (227,175
    )Secured term loan proceeds
    
    
    
    
    
    
    250,000Unsecured term loan proceeds
    
    
    
    
    
    
    100,000Unsecured term loan payments
    
    
    
    
    
    
    (100,000
    )Secured bridge loan proceeds
    
    
    150,000
    
    
    
    Principal payments on mortgage notes payable
    
    
    (2,612
    )
    
    
    (1,202
    )Distributions to operating partnership unit holders
    
    
    (1,603
    )
    
    
    (1,550
    )Dividends paid
    
    
    (26,159
    )
    
    
    (16,961
    )Net cash provided by financing activities
    
    
    448,002
    
    
    
    548,279Net increase in cash and cash equivalents
    
    
    2,781
    
    
    
    85,145Cash and cash equivalents at beginning of period
    
    
    20,312
    
    
    
    27,869Cash and cash equivalents at end of period
    
    $
    23,093
    
    
    $
    113,014Supplemental disclosure of cash flow information:Cash paid during the period for interest (net of amounts capitalized of $571 and
$171, respectively)
    
    $
    16,585
    
    
    $
    4,288Supplemental disclosure of non-cash investing and financing activities:Accrual for dividends declared
    
    
    16,596
    
    
    
    8,490Accrual for distributions declared for operating partnership unit holders
    
    
    830
    
    
    
    775Mortgage loans assumed (includes premium of $236 and $11,229, respectively)
    
    
    2,001
    
    
    
    149,434Accrued additions to real estate and related intangible assets
    
    
    2,648
    
    
    
    8,442Accrued additions to non-real estate assets
    
    
    
    
    
    
    83Accrued additions to pre-acquisition costs
    
    
    171
    
    
    
    19Accrued deferred loan costs
    
    
    120
    
    
    
    37Accrued offering costs
    
    
    68
    
    
    
    474Master lease payment receivable
    
    
    (77
    )
    
    
    
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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
  7




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Investments in Partnerships
 Consolidation of Variable Interest Entities Consolidated Financial Statements
 Determining Whether a General Partner, or the
General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited
Partners Have Certain Rights
  Investments in Real Estate
  June 30, 2006
    
    
    December 31, 2005Land
    
    $
    192,970
    
    
    $
    146,421Ground lease
    
    
    14,210
    
    
    
    14,210Buildings and improvements
    
    
    1,356,987
    
    
    
    962,482Construction in progress
    
    
    22,287
    
    
    
    8,582Tenant improvements
    
    
    40,548
    
    
    
    19,5801,627,002
    
    
    
    1,151,275Accumulated depreciation
    
    
    (37,214
    )
    
    
    (21,904
    )$
    1,589,788
    
    
    $
    1,129,371
   June 30,
    
    
    December 31,2006
    
    
    2005Acquired above market leases
    
    $
    11,907
    
    
    $
    10,879Accumulated amortization
    
    
    (3,282
    )
    
    
    (2,062
    )$
    8,625
    
    
    $
    8,817
 8




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June 30,
    
    
    December 31,2006
    
    
    2005Acquired below market leases
    
    $
    33,483
    
    
    $
    33,230Accumulated amortization
    
    
    (5,954
    )
    
    
    (3,583
    )$
    27,529
    
    
    $
    29,647
 Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
  Deferred Leasing Costs
   Balance at
    
    
    AccumulatedJune 30, 2006
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    150,977
    
    
    $
    (34,207
    )
    
    $
    116,770Acquired management agreements
    
    
    10,727
    
    
    
    (3,493
    )
    
    
    7,234Deferred leasing and other direct costs
    
    
    3,026
    
    
    
    (481
    )
    
    
    2,545$
    164,730
    
    
    $
    (38,181
    )
    
    $
    126,549
  Balance at
    
    
    AccumulatedDecember 31, 2005
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    149,312
    
    
    $
    (22,577
    )
    
    $
    126,735Acquired management agreements
    
    
    10,717
    
    
    
    (2,505
    )
    
    
    8,212Deferred leasing and other direct costs
    
    
    2,026
    
    
    
    (333
    )
    
    
    1,693$
    162,055
    
    
    $
    (25,415
    )
    
    $
    136,640
 Accumulated Other Comprehensive Income
  Three Months
    
    
    Three MonthsEnded
    
    
    EndedJune 30, 2006
    
    
    June 30, 2005Net income
    
    
    7,158
    
    
    
    1,440Unrealized gain/(loss) on interest rate swap agreements
    
    
    2,390
    
    
    
    (1,765
    )Comprehensive income/(loss)
    
    
    9,548
    
    
    
    (325
    )
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2006
    
    
    June 30, 2005Net income
    
    
    11,632
    
    
    
    7,276Unrealized gain/(loss) on interest rate swap agreements
    
    
    5,724
    
    
    
    (1,765
    )Comprehensive income
    
    
    17,356
    
    
    
    5,511
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Revenue Recognition
  Reporting Revenue Gross as a Principal versus Net as an Agent
  Incentive Awards
 Share-Based Payment Accounting for Stock-Based Compensation
  Managements Estimates
  10




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Reclassifications
  Revisions
to Consolidated Statements of Cash Flows
  3. Minority Interests
  4. Mortgage Notes Payable
  StatedFixed
    
    
    Effective
    
    
    Principal BalanceInterest
    
    
    Interest
    
    
    June 30,
    
    
    December 31,Rate
    
    
    Rate
    
    
    2006
    
    
    2005
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,703
    
    
    $
    4,746
    
    
    July 1, 2012Bayshore Boulevard
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    15,920
    
    
    
    16,107
    
    
    January 1, 2010Bridgeview Technology Park I
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,678
    
    
    
    11,732
    
    
    January 1, 2011Eisenhower Road
    
    
    5.80
    %
    
    
    4.63
    %
    
    
    2,183
    
    
    
    2,211
    
    
    May 5, 2008Elliott Avenue
    
    
    7.38
    %
    
    
    4.63
    %
    
    
    16,277
    
    
    
    16,526
    
    
    November 24, 200740 Erie Street
    
    
    7.34
    %
    
    
    4.90
    %
    
    
    19,174
    
    
    
    19,575
    
    
    August 1, 2008Kendall Square D
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    71,690
    
    
    
    72,395
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,825
    
    
    
    5,899
    
    
    January 21, 2015Monte Villa Parkway
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    9,692
    
    
    
    9,805
    
    
    January 1, 2010Nancy Ridge Drive
    
    
    7.15
    %
    
    
    5.38
    %
    
    
    6,912
    
    
    
    6,952
    
    
    September 1, 2012Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    11,510
    
    
    
    11,577
    
    
    July 1, 2011Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    31,086
    
    
    
    31,426
    
    
    June 1, 2012Towne Centre Drive
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    22,137
    
    
    
    22,396
    
    
    January 1, 2010900 Uniqema Boulevard
    
    
    8.61
    %
    
    
    5.61
    %
    
    
    1,714
    
    
    
    
    
    
    May 1, 2015230,501
    
    
    
    231,347Unamortized premium
    
    
    
    
    
    
    
    
    
    
    13,901
    
    
    
    14,886$
    244,402
    
    
    $
    246,233
  11




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5. Credit Facilities
     12




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2006
    
    $
    152,8882007
    
    
    21,3522008
    
    
    24,1372009
    
    
    65,5842010
    
    
    297,186Thereafter
    
    
    130,154$
    691,301
 6. Earnings Per Share
  Earnings per Share
 For the Three
    
    
    For the ThreeMonths Ended
    
    
    Months EndedJune 30, 2006
    
    
    June 30, 2005Net income attributable to common shares
    
    $
    7,158
    
    
    $
    1,440Minority interests in operating partnership
    
    
    402
    
    
    
    130Adjusted net income attributable to common shares
    
    $
    7,560
    
    
    $
    1,570Weighted-average common shares outstanding:Basic
    
    
    51,394,117
    
    
    
    31,861,536Incremental shares from assumed conversion/exercise:Stock warrant
    
    
    125,993
    
    
    
    79,858Vesting of restricted stock
    
    
    150,719
    
    
    
    81,409Operating partnership units
    
    
    2,863,564
    
    
    
    2,870,564Diluted
    
    
    54,534,393
    
    
    
    34,893,367Earnings per share  basic and diluted
    
    $
    0.14
    
    
    $
    0.05
 13




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For the Six
    
    
    For the SixMonths Ended
    
    
    Months EndedJune 30, 2006
    
    
    June 30, 2005Net income attributable to common shares
    
    $
    11,632
    
    
    $
    7,276Minority interests in operating partnership
    
    
    678
    
    
    
    668Adjusted net income attributable to common shares
    
    $
    12,310
    
    
    $
    7,944Weighted-average common shares outstanding:Basic
    
    
    48,895,318
    
    
    
    31,514,608Incremental shares from assumed conversion/exercise:Stock warrant
    
    
    123,671
    
    
    
    77,540Vesting of restricted stock
    
    
    180,278
    
    
    
    81,409Operating partnership units
    
    
    2,863,564
    
    
    
    2,870,564Diluted
    
    
    52,062,831
    
    
    
    34,544,121Earnings per share  basic and diluted
    
    $
    0.24
    
    
    $
    0.23
 7. Incentive Award Plan
    WeightedUnvested
    
    
    Average Grant-Restricted Shares
    
    
    Date Fair ValueUnvested Restricted Stock at January 1, 2006
    
    
    344,492
    
    
    $
    17.70Granted
    
    
    147,200
    
    
    
    27.11Vested
    
    
    (153,194
    )
    
    
    16.53Unvested Restricted Stock at March 31, 2006
    
    
    338,498
    
    
    $
    22.32Granted
    
    
    11,000
    
    
    
    28.53Vested
    
    
    (10,000
    )
    
    
    21.20Forefeited
    
    
    (150
    )
    
    
    26.70Unvested Restricted Stock at June 30, 2006
    
    
    339,348
    
    
    $
    22.55
 14




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##### Table of Contents



WeightedUnvested
    
    
    Average Grant-Restricted Shares
    
    
    Date Fair ValueUnvested Restricted Stock at January 1, 2005
    
    
    336,333
    
    
    $
    15.03Granted
    
    
    46,225
    
    
    
    20.24Vested
    
    
    (109,440
    )
    
    
    15.03Unvested Restricted Stock at March 31, 2005
    
    
    273,118
    
    
    $
    15.91Granted
    
    
    12,000
    
    
    
    21.09Unvested Restricted Stock at June 30, 2005
    
    
    285,118
    
    
    $
    16.13
 8. Segment Information
 Disclosures about Segments of an Enterprise and Related Information
  9. Property Acquisitions
  Above
    
    Deferred Leasing Costs
    
    Below
    
    Mortgage
    
    Mortgage
    
    TotalAcquisition
    
    Investment
    
    Market
    
    In place
    
    Management
    
    Market
    
    Note
    
    Note
    
    CashProperty
    
    Date
    
    in Real Estate
    
    Lease
    
    Lease
    
    Fee
    
    Lease
    
    Assumed
    
    Premium
    
    ConsiderationFairview Avenue
    
    1/12/2006
    
    $
    2,703
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2,703900 Uniqema Boulevard
    
    1/13/2006
    
    
    4,106
    
    
    
    700
    
    
    
    310
    
    
    
    
    
    
    
    
    
    
    
    (1,766
    )
    
    
    (236
    )
    
    
    3,11458 Charles Street
    
    4/7/2006
    
    
    12,033
    
    
    
    327
    
    
    
    1,043
    
    
    
    
    
    
    
    (178
    )
    
    
    
    
    
    
    
    
    
    
    13,225Belward Campus Drive
    
    5/24/2006
    
    
    200,966
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,966Shady Grove Road
    
    5/24/2006
    
    
    226,080
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    226,080One Research Way
    
    5/31/2006
    
    
    8,484
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,48434175 Ardenwood
Boulevard
    
    6/14/2006
    
    
    13,949
    
    
    
    
    
    
    
    313
    
    
    
    10
    
    
    
    (74
    )
    
    
    
    
    
    
    
    
    
    
    14,198$
    468,321
    
    
    $
    1,027
    
    
    $
    1,666
    
    
    $
    10
    
    
    $
    (252
    )
    
    $
    (1,766
    )
    
    $
    (236
    )
    
    $
    468,770Weighted average
intangible
amortization life
(in months)
    
    
    
    
    
    
    
    
    83
    
    
    
    38
    
    
    
    6
    
    
    
    20
    
    
    
    
    
    
    
    112
    
    
    
    
  15




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10. Derivative Financial Instruments
        16




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##### Table of Contents



11. Subsequent Events
    17




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Overview
    18




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Factors Which May Influence Future Operations
   Critical Accounting Policies
  Share-Based Payment Accounting for Stock-Based Compensation
  Results of Operations
 Comparison of Three Months Ended June 30, 2006 to the Three Months Ended June 30, 2005
 Rental Revenues
 Tenant Recoveries
 Other Income.
 19




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##### Table of Contents



Rental Operations Expense
 Real Estate Tax Expense.
 Depreciation and Amortization Expense
 General and Administrative Expenses.
 Interest Income
 Interest Expense.
 Minority
Interests in Consolidated Partnerships.
 Minority Interests in Operating Partnership.
 Comparison of Six Months Ended June 30, 2006 to the Six Months Ended June 30, 2005
 Rental Revenues
 Tenant Recoveries
 20




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##### Table of Contents



Other Income.
 Rental Operations Expense
 Real Estate Tax Expense.
 Depreciation and Amortization Expense
 General and Administrative Expenses.
 Interest Income
 Interest Expense.
 Minority
Interests in Consolidated Partnerships.
 Minority Interests in Operating Partnership.
 21




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##### Table of Contents



Cash Flows
 Comparison of Six Months Ended June 30, 2006 to Six Months Ended June 30, 2005
 Six Months Ended June 30,2006
    
    
    2005
    
    
    Change(in thousands)Net cash provided by operating activities
    
    $
    44,747
    
    
    $
    20,485
    
    
    $
    24,262Net cash used in investing activities
    
    
    (489,968
    )
    
    
    (483,619
    )
    
    
    (6,349
    )Net cash provided by financing activities
    
    
    448,002
    
    
    
    548,279
    
    
    
    (100,277
    )Ending cash balance
    
    
    23,093
    
    
    
    113,014
    
    
    
    (89,921
    )
     Funds from Operations
  22




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##### Table of Contents



For the Three
    
    
    For the ThreeMonths Ended
    
    
    Months EndedJune 30, 2006
    
    
    June 30, 2005Net income
    
    $
    7,158
    
    
    $
    1,440AdjustmentsMinority interests in operating partnership
    
    
    402
    
    
    
    130Depreciation and amortization  real estate assets
    
    
    14,734
    
    
    
    8,496Funds from operations
    
    $
    22,294
    
    
    $
    10,066Funds from operations per share  diluted
    
    $
    0.41
    
    
    $
    0.29Weighted-average common shares outstanding  diluted
    
    
    54,534,393
    
    
    
    34,893,367
 For the Six
    
    
    For the SixMonths Ended
    
    
    Months EndedJune 30, 2006
    
    
    June 30, 2005Net income
    
    $
    11,632
    
    
    $
    7,276AdjustmentsMinority interests in operating partnership
    
    
    678
    
    
    
    668Depreciation and amortization  real estate assets
    
    
    28,115
    
    
    
    14,677Funds from operations
    
    $
    40,425
    
    
    $
    22,621Funds from operations per share  diluted
    
    $
    0.78
    
    
    $
    0.65Weighted-average common shares outstanding  diluted
    
    
    52,062,831
    
    
    
    34,544,121
 23




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##### Table of Contents



Liquidity and Capital Resources
  
    
    interest expense and scheduled principal payments on outstanding indebtedness,
    
    general and administrative expenses,
    
    future distributions expected to be paid to our stockholders, and
    
    capital expenditures, tenant improvements and leasing commissions.
      24




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##### Table of Contents



Off Balance Sheet Arrangements
   Cash Distribution Policy
 i.e.
  Inflation
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  25




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ITEM 4. CONTROLS AND PROCEDURES
    26




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  Risks Related to Our Properties, Our Business and Our Growth Strategy
 Because we lease our properties to a limited number of tenants, and to the extent we depend on
a limited number of tenants in the future, the inability of any single tenant to make its lease
payments could adversely affect our business and our ability to make distributions to our
stockholders.
  The geographic concentration of our properties in Boston, Maryland and California makes our
business particularly vulnerable to adverse conditions affecting these markets.
  27




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##### Table of Contents



Risks Related to the Real Estate Industry
 Uninsured and underinsured losses could adversely affect our operating results and our ability
to make distributions to our stockholders.
   Risks Related to Our Organizational Structure
 Conflicts of interest could result in our management acting other than in our stockholders
best interests.
 Our executive officers and directors beneficially own 5.2% of our common stock and exercise
substantial influence over our business and, as a result, they may delay, defer or prevent us from
taking actions that would be beneficial to our other stockholders.
 Risks Related to Our Capital Structure
 Debt obligations expose us to increased risk of property losses and may have adverse
consequences on our business operations and our ability to make distributions.
  
    
    Required payments of principal and interest may be greater than our cash flow from
operations.
    
    We may be forced to dispose of one or more of our properties, possibly on
disadvantageous terms, to make payments on our debt.
    
    If we default on our debt obligations, the lenders or mortgagees may foreclose on our
properties that secure those loans. Further, if we default under a mortgage loan, we will
automatically be in default on any other loan that has cross-default provisions, and we may
lose the properties securing all of these loans.
 28




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##### Table of Contents




    
    A foreclosure on one of our properties will be treated as a sale of the property for a
purchase price equal to the outstanding balance of the secured debt. If the outstanding
balance of the secured debt exceeds our tax basis in the property, we would recognize
taxable income on foreclosure without realizing any accompanying cash proceeds to pay the
tax (or to make distributions based on REIT taxable income).
    
    We may not be able to refinance or extend our existing debt. If we cannot repay,
refinance or extend our debt at maturity, in addition to our failure to repay our debt, we
may be unable to make distributions to our stockholders at expected levels or at all.
    
    Even if we are able to refinance or extend our existing debt, the terms of any
refinancing or extension may not be as favorable as the terms of our existing debt. If the
refinancing involves a higher interest rate, it could adversely affect our cash flow and
ability to make distributions to stockholders.
   Our credit facilities include restrictive covenants relating to our operations, which could
limit our ability to respond to changing market conditions and our ability to make distributions to
our stockholders.
  Risks Related to Our REIT Status
 The number of shares of our common stock available for future sale could adversely affect the
market price of our common stock.
   29




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##### Table of Contents




    
    sales of substantial amounts of shares of our common stock in the public market, or the
perception that such sales might occur,
    
    the exchange of units for common stock,
    
    the exercise of any options granted to certain directors, executive officers and other
employees under our incentive award plan,
    
    issuances of preferred stock with liquidation or distribution preferences, and
    
    other issuances of our common stock.
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Votes For
    
    
    Votes WithheldAlan D. Gold
    
    
    42,756,876
    
    
    
    729,458Barbara R. Cambon
    
    
    43,460,046
    
    
    
    26,288Edward A. Dennis, Ph.D.
    
    
    43,460,628
    
    
    
    25,706Gary A. Kreitzer
    
    
    43,411,436
    
    
    
    74,898Mark J. Riedy, Ph.D.
    
    
    43,370,124
    
    
    
    116,210Theodore D. Roth
    
    
    43,461,053
    
    
    
    25,281M. Faye Wilson
    
    
    43,458,877
    
    
    
    27,457
 30




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ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description of Exhibit10.1
    
    Agreement of Purchase and Sale, dated as of May 2, 2006, between Human Genome Sciences, Inc. and
BioMed Realty, L.P.(1)10.2
    
    Lease Agreement, dated as of May 24, 2006, between BMR-Belward Campus Drive LSM LLC and Human
Genome Sciences, Inc. (2)10.3
    
    Lease Agreement, dated as of May 24, 2006, between BMR-Shady Grove Road HQ LLC and Human Genome
Sciences, Inc. (2)10.4
    
    Secured Bridge Loan Agreement, dated as of May 24, 2006, by and among BioMed Realty, L.P., KeyBank
National Association, as Administrative Agent, and certain lenders party thereto.(2)10.5
    
    Form of Note under Secured Bridge Loan Agreement.(2)10.6
    
    First Amendment to Secured Bridge Loan Agreement, dated as of July 5, 2006, by and among BioMed
Realty, L.P. and KeyBank National Association, individually and as Administrative Agent.10.7
    
    First Amended and Restated Unsecured Credit Agreement, dated as of June 28, 2006, by and among
BioMed Realty, L.P., KeyBank National Association, as Administrative Agent, and certain lenders
party thereto.(3)10.8
    
    First Amendment to Secured Term Loan Agreement, dated as of June 28, 2006, by and among BioMed
Realty, L.P., KeyBank National Association, as Administrative Agent, and certain lenders party
thereto.(3)10.9
    
    Purchase and Sale Agreement, dated as of June 7, 2006, between Sun Microsystems, Inc. and BioMed
Realty, L.P.(4)10.10
    
    First Amendment to Purchase and Sale Agreement, dated as of June 22, 2006, between Sun
Microsystems, Inc. and BioMed Realty, L.P.(4)10.11
    
    Second Amendment to Purchase and Sale Agreement, dated as of June 23, 2006, between Sun
Microsystems, Inc. and BioMed Realty, L.P.(4)10.12
    
    Form of Lease between Sun Microsystems, Inc. and BMR-Gateway Boulevard LLC.(4)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 May 5, 2006.(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 May 26, 2006.(3)
    
    Incorporated herein by reference to BioMed Realty Trust Inc.s Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 3, 2006.(4)
    
    Incorporated herein by reference to BioMed Realty Trust Inc.s Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 17, 2006. 31




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SIGNATURES
  BioMed Realty Trust, Inc.Dated: August 7, 2006
    
    /s/ ALAN D. GOLD

Alan D. GoldChairman of the Board, President and ChiefExecutive Officer (Principal Executive Officer)/s/ KENT GRIFFIN

Kent GriffinChief Financial Officer(Principal Financial Officer)
 32