##### 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, 2008.
 Commission File Number: 1-32261
 
 BIOMED REALTY TRUST, INC.
 (Exact name of registrant as specified in its charter)
 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)
 þ o
 
 Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



BIOMED REALTY TRUST, INC.
 FORM 10-Q  QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1 Consolidated Financial Statements
    
    
    3Consolidated Balance Sheets as of March 31, 2008 (Unaudited) and December 31, 2007
    
    
    3Consolidated Statements of Income for the three months ended March 31, 2008 and 2007 (Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (Unaudited)
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4 Controls and Procedures
    
    
    32PART II  OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    32Item 1A Risk Factors
    
    
    32Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 3 Defaults Upon Senior Securities
    
    
    32Item 4 Submission of Matters to a Vote of Security Holders
    
    
    33Item 5 Other Information
    
    
    33Item 6 Exhibits
    
    
    33SIGNATURES
    
    
    34EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 March 31, 2008
    
    
    December 31, 2007(Unaudited)ASSETSInvestments in real estate, net
    
    $
    2,868,432
    
    
    $
    2,805,983Investment in unconsolidated partnerships
    
    
    21,356
    
    
    
    22,588Cash and cash equivalents
    
    
    19,383
    
    
    
    13,479Restricted cash
    
    
    8,351
    
    
    
    8,867Accounts receivable, net
    
    
    4,716
    
    
    
    4,457Accrued straight-line rents, net
    
    
    40,682
    
    
    
    36,415Acquired above-market leases, net
    
    
    5,374
    
    
    
    5,745Deferred leasing costs, net
    
    
    112,334
    
    
    
    116,491Deferred loan costs, net
    
    
    14,554
    
    
    
    15,567Other assets
    
    
    30,767
    
    
    
    27,676Total assets
    
    $
    3,125,949
    
    
    $
    3,057,268LIABILITIES AND STOCKHOLDERS EQUITYMortgage notes payable, net
    
    $
    377,675
    
    
    $
    379,680Secured construction loan
    
    
    457,628
    
    
    
    425,160Secured term loan
    
    
    250,000
    
    
    
    250,000Exchangeable senior notes
    
    
    175,000
    
    
    
    175,000Unsecured line of credit
    
    
    310,747
    
    
    
    270,947Security deposits
    
    
    7,326
    
    
    
    7,090Dividends and distributions payable
    
    
    27,385
    
    
    
    25,596Accounts payable, accrued expenses, and other liabilities
    
    
    134,751
    
    
    
    95,871Acquired below-market leases, net
    
    
    22,199
    
    
    
    23,708Total liabilities
    
    
    1,762,711
    
    
    
    1,653,052Minority interests
    
    
    16,690
    
    
    
    17,280Stockholders 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, 2008 and December 31, 2007
    
    
    222,413
    
    
    
    222,413Common stock, $.01 par value, 100,000,000 shares
authorized, 65,593,285 and 65,571,304 shares issued
and outstanding at March 31, 2008 and December 31,
2007, respectively
    
    
    656
    
    
    
    656Additional paid-in capital
    
    
    1,279,852
    
    
    
    1,277,770Accumulated other comprehensive loss
    
    
    (54,824
    )
    
    
    (21,762
    )Dividends in excess of earnings
    
    
    (101,549
    )
    
    
    (92,141
    )Total stockholders equity
    
    
    1,346,548
    
    
    
    1,386,936Total liabilities and stockholders equity
    
    $
    3,125,949
    
    
    $
    3,057,268
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BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
 For the Three MonthsEnded March 31,2008
    
    
    2007(Unaudited)Revenues:Rental
    
    $
    50,342
    
    
    $
    47,508Tenant recoveries
    
    
    16,582
    
    
    
    16,510Other income
    
    
    434
    
    
    
    4,780Total revenues
    
    
    67,358
    
    
    
    68,798Expenses:Rental operations
    
    
    13,865
    
    
    
    13,115Real estate taxes
    
    
    5,269
    
    
    
    5,916Depreciation and amortization
    
    
    17,687
    
    
    
    17,254General and administrative
    
    
    6,194
    
    
    
    5,343Total expenses
    
    
    43,015
    
    
    
    41,628Income from operations
    
    
    24,343
    
    
    
    27,170Equity in net (loss)/income of unconsolidated partnerships
    
    
    (172
    )
    
    
    22Interest income
    
    
    155
    
    
    
    231Interest expense
    
    
    (6,937
    )
    
    
    (6,852
    )Income from continuing operations before minority interests
    
    
    17,389
    
    
    
    20,571Minority interests in continuing operations of consolidated partnerships
    
    
    8
    
    
    
    Minority interests in continuing operations of operating partnership
    
    
    (589
    )
    
    
    (699
    )Income from continuing operations
    
    
    16,808
    
    
    
    19,872Income from discontinued operations before gain on sale of assets and
minority interests
    
    
    
    
    
    
    387Minority interests attributable to discontinued operations
    
    
    
    
    
    
    (16
    )Income from discontinued operations
    
    
    
    
    
    
    371Net income
    
    
    16,808
    
    
    
    20,243Preferred stock dividends
    
    
    (4,241
    )
    
    
    (4,194
    )Net income available to common stockholders
    
    $
    12,567
    
    
    $
    16,049Income from continuing operations per share available to common stockholders:Basic and diluted earnings per share
    
    $
    0.19
    
    
    $
    0.24Net income per share available to common stockholders:Basic and diluted earnings per share
    
    $
    0.19
    
    
    $
    0.25Weighted-average common shares outstanding:Basic
    
    
    65,350,512
    
    
    
    65,289,950Diluted
    
    
    68,429,903
    
    
    
    68,231,124
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BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Three Months EndedMarch 31,2008
    
    
    2007(Unaudited)Operating activities:Net income
    
    $
    16,808
    
    
    $
    20,243Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization, including amounts for discontinued operations
    
    
    17,687
    
    
    
    17,391Minority interests in consolidated partnerships
    
    
    (8
    )
    
    
    Minority interests in operating partnership and discontinued operations
    
    
    589
    
    
    
    715Allowance for doubtful accounts
    
    
    91
    
    
    
    167Revenue reduction attributable to acquired above-market leases
    
    
    371
    
    
    
    652Revenue recognized related to acquired below-market leases
    
    
    (1,509
    )
    
    
    (1,189
    )Compensation expense related to restricted common stock and LTIP units
    
    
    1,382
    
    
    
    1,119Amortization of deferred loan costs
    
    
    563
    
    
    
    393Amortization of debt premium on mortgage notes payable
    
    
    (150
    )
    
    
    (206
    )Loss/(income) from unconsolidated partnerships
    
    
    172
    
    
    
    (22
    )Distributions representing return on capital from unconsolidated partnerships
    
    
    19
    
    
    
    29Changes in operating assets and liabilities:Restricted cash
    
    
    516
    
    
    
    (486
    )Accounts receivable
    
    
    (350
    )
    
    
    1,149Accrued straight-line rents
    
    
    (4,267
    )
    
    
    (3,902
    )Deferred leasing costs
    
    
    (1,480
    )
    
    
    (3,851
    )Other assets
    
    
    380
    
    
    
    (1,528
    )Security deposits
    
    
    236
    
    
    
    (942
    )Accounts payable, accrued expenses and other liabilities
    
    
    (7,036
    )
    
    
    (6,585
    )Net cash provided by operating activities
    
    
    24,014
    
    
    
    23,147Investing activities:Purchases of interests in and additions to investments in real estate and
related intangible assets
    
    
    (58,564
    )
    
    
    (82,200
    )Distributions representing return of capital from unconsolidated partnerships
    
    
    1,373
    
    
    
    Contributions to unconsolidated partnerships
    
    
    (332
    )
    
    
    Minority interest investment in consolidated partnerships
    
    
    
    
    
    
    200Receipts of master lease payments
    
    
    103
    
    
    
    232Additions to non-real estate assets
    
    
    (4,944
    )
    
    
    (146
    )Funds held in escrow for acquisitions
    
    
    
    
    
    
    (22,000
    )Net cash used in investing activities
    
    
    (62,364
    )
    
    
    (103,914
    )Financing activities:Proceeds from preferred stock offering
    
    
    
    
    
    
    230,000Payment of preferred stock offering costs
    
    
    
    
    
    
    (7,587
    )Payment of deferred loan costs
    
    
    
    
    
    
    (339
    )Unsecured line of credit proceeds
    
    
    39,800
    
    
    
    56,950Unsecured line of credit repayments
    
    
    
    
    
    
    (222,255
    )Principal payments on mortgage notes payable
    
    
    (1,446
    )
    
    
    (1,512
    )Secured construction loan proceeds
    
    
    32,468
    
    
    
    38,441Deferred settlement payments, net on interest rate swaps
    
    
    (972
    )
    
    
    Distributions to minority interest in consolidated partnership
    
    
    
    
    
    
    (37
    )Distributions to operating partnership unit and LTIP unit holders
    
    
    (1,029
    )
    
    
    (874
    )Dividends paid to common stockholders
    
    
    (20,326
    )
    
    
    (18,973
    )Dividends paid to preferred stockholders
    
    
    (4,241
    )
    
    
    Net cash provided by financing activities
    
    
    44,254
    
    
    
    73,814Net increase/(decrease) in cash and cash equivalents
    
    
    5,904
    
    
    
    (6,953
    )Cash and cash equivalents at beginning of period
    
    
    13,479
    
    
    
    25,664Cash and cash equivalents at end of period
    
    $
    19,383
    
    
    $
    18,711Supplemental disclosure of cash flow information:Cash paid during the period for interest (net of amounts capitalized of
$14,638 and $12,260, respectively)
    
    $
    9,186
    
    
    $
    9,853Supplemental disclosure of non-cash investing and financing activities:Accrual for preferred stock dividends declared
    
    $
    4,241
    
    
    $
    4,194Accrual for common stock dividends declared
    
    
    21,974
    
    
    
    20,291Accrual for distributions declared for partnership unit and LTIP unit holders
    
    
    1,170
    
    
    
    1,018Accrued additions to real estate and related intangible assets
    
    
    54,037
    
    
    
    34,590Accrued additions to pre-acquisition costs
    
    
    
    
    
    
    2,504
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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
  Investments in Partnerships
 Consolidation of Variable Interest Entities Consolidated Financial Statements
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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
  March 31, 2008
    
    
    December 31, 2007Land
    
    $
    313,694
    
    
    $
    313,685Land under development
    
    
    103,810
    
    
    
    103,743Buildings and improvements
    
    
    1,680,143
    
    
    
    1,675,530Construction in progress
    
    
    812,880
    
    
    
    750,460Tenant improvements
    
    
    73,888
    
    
    
    67,0092,984,415
    
    
    
    2,910,427Accumulated depreciation
    
    
    (115,983
    )
    
    
    (104,444
    )$
    2,868,432
    
    
    $
    2,805,983
  Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
  7




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Deferred Leasing Costs
   Balance atMarch 31,
    
    
    Accumulated2008
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    168,391
    
    
    $
    (76,633
    )
    
    $
    91,758Acquired management agreements
    
    
    12,921
    
    
    
    (7,073
    )
    
    
    5,848Deferred leasing and other direct costs
    
    
    16,788
    
    
    
    (2,060
    )
    
    
    14,728$
    198,100
    
    
    $
    (85,766
    )
    
    $
    112,334
  Balance atDecember 31,
    
    
    Accumulated
    
    
    Net2007
    
    
    Amortization
    
    
    NetAcquired in-place leases
    
    $
    167,664
    
    
    $
    (71,412
    )
    
    $
    96,252Acquired management agreements
    
    
    12,921
    
    
    
    (6,603
    )
    
    
    6,318Deferred leasing and other direct costs
    
    
    15,541
    
    
    
    (1,620
    )
    
    
    13,921$
    196,126
    
    
    $
    (79,635
    )
    
    $
    116,491
 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;
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
    
    the responsible party for construction cost overruns; and
    
    who constructs or directs the construction of the improvements.
    March 31,
    
    
    December 31,2008
    
    
    2007Acquired above-market leases
    
    $
    12,729
    
    
    $
    12,729Accumulated amortization
    
    
    (7,355
    )
    
    
    (6,984
    )$
    5,374
    
    
    $
    5,745
  March 31,
    
    
    December 31,2008
    
    
    2007Acquired below-market leases
    
    $
    37,961
    
    
    $
    37,961Accumulated amortization
    
    
    (15,762
    )
    
    
    (14,253
    )$
    22,199
    
    
    $
    23,708
 Reporting Revenue Gross as a Principal versus Net as an
Agent
  Share-Based Payments
 Share-Based
Payment
 9




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Assets and Liabilities Measured at Fair-Value
 Fair Value Measurements
 The Fair Value Option for Financial
Assets and Financial Liabilities
      10




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Derivative Instruments
    Managements Estimates
  Segment Information
 Disclosures about Segments of an Enterprise and Related Information
 Reclassifications
  3. Minority Interests
  11




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March 31, 2008
    
    December 31, 2007Partnership Units
    
    Percentage of
    
    Partnership Units
    
    Percentage ofand LTIP Units
    
    Total
    
    and LTIP Units
    
    TotalBioMed Realty Trust
    
    
    65,374,333
    
    
    
    95.5
    %
    
    
    65,308,702
    
    
    
    95.7
    %Minority interest consisting of:Partnership and LTIP units held by
employees and related parties
    
    
    2,887,644
    
    
    
    4.2
    %
    
    
    2,726,172
    
    
    
    4.0
    %Partnership units held by third parties
    
    
    190,392
    
    
    
    0.3
    %
    
    
    190,392
    
    
    
    0.3
    %Total
    
    
    68,452,369
    
    
    
    100.0
    %
    
    
    68,225,266
    
    
    
    100.0
    %
  4. Stockholders Equity
   Common Stock, Partnership Units and LTIP Units
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7.375% Series A Cumulative Redeemable Preferred Stock
  Dividends and Distributions
  Dividend and
    
    Dividend andAmount Per
    
    
    
    
    
    Distribution
    
    Distribution AmountDeclaration Date
    
    Securities Class
    
    Share/Unit
    
    Period Covered
    
    Payable Date
    
    (in thousands)March 14, 2008
    
    Common stock and partnership and
LTIP units
    
    $
    0.33500
    
    
    January 1, 2008 toMarch 31, 2008
    
    April 15, 2008
    
    $
    23,144March 14, 2008
    
    Series A preferred stock
    
    $
    0.46094
    
    
    January 16, 2008 toApril 15, 2008
    
    April 15, 2008
    
    $
    4,241
 Total 2008 dividends and distributions declared through March 31, 2008:Common stock, partnership units, and LTIP units
    
    $
    23,144Series A preferred stock
    
    
    4,241$
    27,385
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Accumulated Other Comprehensive Income
  Three Months EndedMarch 31,2008
    
    
    2007Net income
    
    $
    16,808
    
    
    $
    20,243Preferred stock dividends
    
    
    (4,241
    )
    
    
    (4,194
    )Net income available to common stockholders
    
    
    12,567
    
    
    
    16,049Other comprehensive income:Unrealized loss on interest rate swap agreements
    
    
    (33,062
    )
    
    
    (130
    )Comprehensive (loss)/income
    
    $
    (20,495
    )
    
    $
    15,919
 5. Mortgage Notes Payable
  Stated Fixed
    
    
    Effective
    
    
    Principal BalanceInterest
    
    
    Interest
    
    
    March 31,
    
    
    December 31,Rate
    
    
    Rate
    
    
    2008
    
    
    2007
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,539
    
    
    $
    4,564
    
    
    July 1, 2012Bayshore Boulevard
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    15,234
    
    
    
    15,335
    
    
    January 1, 2010Bridgeview Technology Park I
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,477
    
    
    
    11,508
    
    
    January 1, 2011Eisenhower Road
    
    
    5.80
    %
    
    
    4.63
    %
    
    
    2,096
    
    
    
    2,113
    
    
    May 5, 200840 Erie Street
    
    
    7.34
    %
    
    
    4.90
    %
    
    
    17,350
    
    
    
    17,625
    
    
    August 1, 2008500 Kendall Street (Kendall D)
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    69,039
    
    
    
    69,437
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,493
    
    
    
    5,543
    
    
    January 21, 2015Monte Villa Parkway
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    9,274
    
    
    
    9,336
    
    
    January 1, 20106828 Nancy Ridge Drive
    
    
    7.15
    %
    
    
    5.38
    %
    
    
    6,763
    
    
    
    6,785
    
    
    September 1, 2012Road to the Cure
    
    
    6.70
    %
    
    
    5.78
    %
    
    
    15,372
    
    
    
    15,427
    
    
    January 31, 2014Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    11,262
    
    
    
    11,301
    
    
    July 1, 2011Shady Grove Road
    
    
    5.97
    %
    
    
    5.97
    %
    
    
    147,000
    
    
    
    147,000
    
    
    September 1, 2016Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    29,791
    
    
    
    29,986
    
    
    June 1, 20129885 Towne Centre Drive
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    21,182
    
    
    
    21,323
    
    
    January 1, 2010900 Uniqema Boulevard
    
    
    8.61
    %
    
    
    5.61
    %
    
    
    1,472
    
    
    
    1,509
    
    
    May 1, 2015367,344
    
    
    
    368,792Unamortized premiums
    
    
    
    
    
    
    
    
    
    
    10,331
    
    
    
    10,888$
    377,675
    
    
    $
    379,680
   6. Credit Facilities, Exchangeable Senior Notes, and Other Debt Instruments
 Unsecured Line of Credit
  14




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Secured Term Loan
   Exchangeable Senior Notes
  15




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Secured Construction Loan
   2008
    
    $
    23,0062009
    
    
    462,6542010
    
    
    47,4462011
    
    
    336,9672012
    
    
    291,421Thereafter
    
    
    399,225$
    1,560,719
 7. Earnings Per Share
  Earnings
per Share
 Three Months EndedMarch 31,2008
    
    
    2007Income from continuing operations and net income available for common
stockholders (basic earnings per share):Income from continuing operations
    
    $
    16,808
    
    
    $
    19,872Preferred stock dividends
    
    
    (4,241
    )
    
    
    (4,194
    )Income from continuing operations available to common stockholders
    
    
    12,567
    
    
    
    15,678Income from discontinued operations
    
    
    
    
    
    
    371Net income available to common stockholders
    
    $
    12,567
    
    
    $
    16,049Income from continuing operations and net income available for common
stockholders (diluted earnings per share):Income from continuing operations available to common stockholders
    
    $
    12,567
    
    
    $
    15,678Minority interests in continuing operations of operating partnership
    
    
    589
    
    
    
    699Income from continuing operations available to common stockholders before
minority interests in continuing operations
    
    
    13,156
    
    
    
    16,377Income from discontinued operations
    
    
    
    
    
    
    371Minority interest in discontinued operations of operating partnership
    
    
    
    
    
    
    16Net income available to common stockholders before minority interests
    
    $
    13,156
    
    
    $
    16,764Weighted-average common shares outstanding:Basic
    
    
    65,350,512
    
    
    
    65,289,950Incremental shares from assumed conversion/vesting:Unvested restricted stock and LTIP units using the treasury method
    
    
    13,567
    
    
    
    26,182Operating partnership and LTIP units
    
    
    3,065,824
    
    
    
    2,914,992Diluted
    
    
    68,429,903
    
    
    
    68,231,124Basic and diluted earnings per share:Income per share  basic:Income per share from continuing operations available to common stockholders
    
    $
    0.19
    
    
    $
    0.24Income per share from discontinued operations
    
    
    
    
    
    
    0.01Net income per share available to common stockholders
    
    $
    0.19
    
    
    $
    0.25Income per share  diluted:Income per share from continuing operations available to common stockholders
    
    $
    0.19
    
    
    $
    0.24Income per share from discontinued operations
    
    
    
    
    
    
    0.01Net income per share available to common stockholders
    
    $
    0.19
    
    
    $
    0.25
 16




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##### Table of Contents



8. Incentive Award Plan
     Weighted-Restricted Shares and
    
    Average Grant-LTIP Units
    
    Date Fair-ValueBalance at January 1, 2008
    
    
    664,318
    
    
    $
    27.81Granted
    
    
    199,115
    
    
    
    22.29Vested
    
    
    (227,103
    )
    
    
    23.93Balance at March 31, 2008
    
    
    636,330
    
    
    
    26.37
 Weighted-Restricted Shares and
    
    Average Grant-LTIP Units
    
    Date Fair-ValueBalance at January 1, 2007
    
    
    424,380
    
    
    $
    23.79Granted
    
    
    302,500
    
    
    
    29.83Forfeited
    
    
    (3,809
    )
    
    
    28.16Vested
    
    
    (199,818
    )
    
    
    19.96Balance at March 31, 2007
    
    
    523,253
    
    
    
    28.71
 17




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##### Table of Contents



9. Property Acquisitions
  Acquisition
    
    Investments
    
    
    In-Place
    
    
    Total CashProperty
    
    Date
    
    in Real Estate
    
    
    Lease
    
    
    Consideration500 Fairview Avenue
    
    January 28, 2008
    
    $
    3,286
    
    
    $
    727
    
    
    $
    4,013Intangible amortization life (in months)
    
    
    
    
    
    
    
    
    57
 10. 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
    
    
    21
    %
    
    
    21
    %(4)
    
    September 30, 2004
 
 (1)
    
    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 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 two buildings currently under construction at 301 Binney Street and 650 East Kendall
Street that the Company believes can support up to 700,000 rentable square feet of laboratory
and office space. The
650 East Kendall Street site will also include a below grade parking facility that the Company
estimates can support up to 560 spaces upon completion.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.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 will be utilized to fund future construction costs at certain properties currently
under development. Pursuant to the loan facility, the Company executed guaranty agreements in
which it guaranteed the full completion of the construction at the 301 Binney Street property if
PREI I LLC is unable or unwilling to complete the project. On February 19, 2008, the PREI
limited liability companies extended the term of the secured acquisition and interim loan
facility by one year to April 3, 2009, with no additional changes to the pricing or terms of the
facility. 18




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##### Table of Contents



(2)
    
    PREI II LLC acquired a portfolio of properties comprised of a development parcel in Houston,
Texas; a laboratory/office building totaling 259,706 rentable square feet and fee simple and
leasehold interests in surrounding land parcels located at the Science Park at Yale in New
Haven, Connecticut; and 25,000 rentable square feet of retail space and additional pad sites
for future development in Cambridge, Massachusetts. On August 2, 2007, PREI II LLC completed
the disposition of the 25,000 square feet of retail and additional pad sites in Cambridge,
Massachusetts. 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. On September 28, 2007, PREI II LLC completed the disposition of
the laboratory/office building and the fee simple and leasehold interests in surrounding land
parcels in New Haven, Connecticut. On December 28, 2007, PREI II LLC completed the disposition
of the development parcel in Houston, Texas. None of the sales resulted in the recognition of
a material gain or loss. The Companys remaining investment in PREI II LLC (maximum exposure
to losses) was approximately $814,000 at March 31, 2008.(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
$2.4 million at March 31, 2008.(4)
    
    The Companys economic interest in the McKellar partnership entitles it to 75% of the gains
upon a sale of the property and 21% of the operating cash flows.   March 31,
    
    
    December 31,2008
    
    
    2007Assets:Investments in real estate, net
    
    $
    542,594
    
    
    $
    522,277Cash and cash equivalents (including restricted cash)
    
    
    6,608
    
    
    
    8,430Intangible assets, net
    
    
    16,970
    
    
    
    17,552Other assets
    
    
    10,747
    
    
    
    8,488Total assets
    
    $
    576,919
    
    
    $
    556,747Liabilities and equity:Mortgage notes payable
    
    $
    449,040
    
    
    $
    426,914Other liabilities
    
    
    28,339
    
    
    
    23,215Members equity
    
    
    99,540
    
    
    
    106,618Total liabilities and equity
    
    $
    576,919
    
    
    $
    556,747Companys net investment in unconsolidated partnerships
    
    $
    21,356
    
    
    $
    22,588
  19




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##### Table of Contents



For the Three Months EndedMarch 31,2008
    
    
    2007Total revenues
    
    $
    7,623
    
    
    $
    479Rental operations expenses
    
    
    1,834
    
    
    
    10Real estate taxes
    
    
    1,724
    
    
    
    40Depreciation and amortization
    
    
    2,248
    
    
    
    95Interest expense, net of interest income
    
    
    2,682
    
    
    
    227Total expenses
    
    
    8,488
    
    
    
    372Net (loss)/ income
    
    $
    (865
    )
    
    $
    107Companys equity in net (loss)/income of unconsolidated partnerships
    
    $
    (172
    )
    
    $
    22
 11. Discontinued Operations
  OriginalProperty
    
    Date of Sale
    
    Acquisition Date
    
    Sales Price
    
    Gain on SaleColorow Drive
    
    May 30, 2007
    
    December 22, 2005
    
    $
    20,000
    
    
    $
    1,087
  For the Three Months EndedMarch 31,2008
    
    
    2007Total revenues
    
    $
    
    
    
    $
    670Total expenses
    
    
    
    
    
    
    283Income before minority interests and gain on sale
    
    
    
    
    
    
    387Minority interests attributable to discontinued operations
    
    
    
    
    
    
    (16
    )Income from discontinued operations
    
    $
    
    
    
    $
    371
 12. Derivatives and Other Financial Instruments
    Current
    
    
    
    
    
    
    
    
    Fair-Value(1)Notional Amount
    
    
    Strike Rate
    
    Effective Date
    
    Expiration Date
    
    March 31, 2008
    
    
    December 31, 2007$
    250,000
    
    
    4.157%
    
    June 1, 2005
    
    June 1, 2010
    
    $
    (9,477
    )
    
    $
    (2,830
    )150,000
    
    
    5.162%
    
    December 30, 2008
    
    December 30, 2018
    
    
    (10,165
    )
    
    
    (4,254
    )50,000
    
    
    5.167%
    
    December 30, 2008
    
    December 30, 2018
    
    
    (3,401
    )
    
    
    (1,437
    )100,000
    
    
    5.167%
    
    December 30, 2008
    
    December 30, 2018
    
    
    (6,801
    )
    
    
    (2,874
    )150,000
    
    
    5.152%
    
    December 30, 2008
    
    December 30, 2018
    
    
    (10,083
    )
    
    
    (4,139
    )115,000
    
    
    4.673%
    
    October 1, 2007
    
    August 1, 2011
    
    
    (7,075
    )
    
    
    (3,261
    )35,000
    
    
    4.700%
    
    October 10, 2007
    
    August 1, 2011
    
    
    (2,185
    )
    
    
    (1,019
    )330,000
    
    
    4.825%
    
    September 25, 2007
    
    September 25, 2008
    
    
    (4,027
    )
    
    
    (1,700
    )55,000
    
    
    4.760%
    
    September 20, 2007
    
    September 20, 2008
    
    
    (644
    )
    
    
    (254
    )$
    1,235,000
    
    
    
    
    
    
    
    
    $
    (53,858
    )
    
    $
    (21,768
    )
 
 (1)
    
    On January 1, 2008, the Company adopted SFAS 157, which requires the Company to disclose the
framework utilized for measuring the fair-value of assets and liabilities measured at
fair-value on a recurring basis (see Note 2). The Company has determined that its derivative
valuations for the three months ended March 31, 2008 in their entirety are classified in Level
2 of the fair-value hierarchy. 20




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##### Table of Contents



13. New Accounting Standards
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements
  Disclosures about Derivative Instruments and
Hedging Activities Accounting for Derivative
Instruments and Hedging Activities
 21




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##### Table of Contents



14. Subsequent Events
  
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Overview
  22




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##### Table of Contents



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 properties
    
    
    41
    
    
    
    5,203,219
    
    
    
    98.8
    %
    
    
    4
    
    
    
    257,308
    
    
    
    100.0
    %
    
    
    45
    
    
    
    5,460,527
    
    
    
    98.9
    %Lease up properties(1)
    
    
    11
    
    
    
    1,153,138
    
    
    
    66.2
    %
    
    
    1
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    12
    
    
    
    1,153,138
    
    
    
    66.2
    %Total operating
portfolio
    
    
    52
    
    
    
    6,356,357
    
    
    
    92.9
    %
    
    
    5
    
    
    
    257,308
    
    
    
    100.0
    %
    
    
    57
    
    
    
    6,613,665
    
    
    
    93.2
    %Repositioning and
redevelopment
properties
    
    
    6
    
    
    
    1,863,817
    
    
    
    13.0
    %
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    6
    
    
    
    1,863,817
    
    
    
    13.0
    %Construction in progress
    
    
    4
    
    
    
    1,241,000
    
    
    
    72.0
    %
    
    
    2
    
    
    
    700,000
    
    
    
    16.1
    %
    
    
    6
    
    
    
    1,941,000
    
    
    
    51.8
    %Total portfolio
    
    
    62
    
    
    
    9,461,174
    
    
    
    74.4
    %
    
    
    7
    
    
    
    957,308
    
    
    
    38.6
    %
    
    
    69
    
    
    
    10,418,482
    
    
    
    70.1
    %Land parcels
    
    
    n/a
    
    
    
    1,367,000
    
    
    
    n/a
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
    
    
    
    
    1,367,000
    
    
    
    n/aTotal Portfolio/
Weighted-Average(2)
    
    
    62
    
    
    
    10,828,174
    
    
    
    n/a
    
    
    
    7
    
    
    
    957,308
    
    
    
    n/a
    
    
    
    69
    
    
    
    11,785,482
    
    
    
    n/a
 
 (1)
    
    The unconsolidated partnership portfolio property within the lease up
property category is the 301 Binney Street garage property, which is not
yet fully leased pending completion of development activities at the 301
Binney Street building.(2)
    
    Percent of rentable square feet leased excludes undeveloped land parcels. Factors Which May Influence Future Operations
    Critical Accounting Policies
  New Accounting Standards
  23




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##### Table of Contents



Results of Operations
 Comparison of the Three Months Ended March 31, 2008 to the Three Months Ended March 31, 2007
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Rental
    
    $
    45,165
    
    
    $
    44,169
    
    
    $
    1,353
    
    
    $
    3,281
    
    
    $
    3,824
    
    
    $
    58Tenant recoveries
    
    
    15,643
    
    
    
    14,363
    
    
    
    436
    
    
    
    2,136
    
    
    
    503
    
    
    
    11Other income
    
    
    433
    
    
    
    13
    
    
    
    1
    
    
    
    4,767
    
    
    
    
    
    
    
    Total revenues
    
    $
    61,241
    
    
    $
    58,545
    
    
    $
    1,790
    
    
    $
    10,184
    
    
    $
    4,327
    
    
    $
    69
 Rental Revenues.
 Tenant Recoveries.
 Other Income.
  Redevelopment/DevelopmentSame Properties
    
    
    Properties
    
    
    New Properties2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Rental operations
    
    $
    13,103
    
    
    $
    11,569
    
    
    $
    377
    
    
    $
    1,541
    
    
    $
    385
    
    
    $
    5Real estate taxes
    
    
    4,660
    
    
    
    5,017
    
    
    
    237
    
    
    
    891
    
    
    
    372
    
    
    
    8Depreciation and
amortization
    
    
    15,562
    
    
    
    15,520
    
    
    
    865
    
    
    
    1,734
    
    
    
    1,260
    
    
    
    Total expenses
    
    $
    33,325
    
    
    $
    32,106
    
    
    $
    1,479
    
    
    $
    4,166
    
    
    $
    2,017
    
    
    $
    13
 Rental Operations Expense.
 24




---



##### Table of Contents



Real Estate Tax Expense.
 Depreciation and Amortization Expense.
 General and Administrative Expenses.
 Equity in Net (Loss)/Income of Unconsolidated Partnerships.
 Interest Expense.
 Minority Interests.
 Discontinued Operations.
 Cash Flows
 Comparison of the Three Months Ended March 31, 2008 to the Three Months Ended March 31, 2007
 2008
    
    2007
    
    Change(In thousands)Net cash provided by operating activities
    
    $
    24,014
    
    
    $
    23,147
    
    
    $
    867Net cash used in investing activities
    
    
    (62,364
    )
    
    
    (103,914
    )
    
    
    41,550Net cash provided by financing activities
    
    
    44,254
    
    
    
    73,814
    
    
    
    (29,560
    )Ending cash and cash equivalents balance
    
    
    19,383
    
    
    
    18,711
    
    
    
    672
  25




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##### Table of Contents



Funds from Operations
   2008
    
    
    2007Net income available to common stockholders
    
    $
    12,567
    
    
    $
    16,049Adjustments:Minority interests in operating partnership
    
    
    589
    
    
    
    715Depreciation and amortization  unconsolidated partnerships
    
    
    451
    
    
    
    20Depreciation and amortization  consolidated entities-discontinued operations
    
    
    
    
    
    
    137Depreciation and amortization  consolidated entities-continuing operations
    
    
    17,687
    
    
    
    17,254Depreciation and amortization  allocable to minority interest of consolidated joint ventures
    
    
    (8
    )
    
    
    Funds from operations available to common shares and partnership and LTIP units
    
    $
    31,286
    
    
    $
    34,175Funds from operations per share  diluted
    
    $
    0.46
    
    
    $
    0.50Weighted-average common shares outstanding  diluted
    
    
    68,429,903
    
    
    
    68,231,124
 Liquidity and Capital Resources
  26




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27




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##### Table of Contents



Aggregate PrincipalAmount orShares/Units
    
    
    Dollar Value
    
    
    Percent of Totalat March 31, 2008
    
    
    Equivalent
    
    
    Capitalization(In thousands)Debt:Mortgage notes payable (1)
    
    
    
    
    
    $
    377,675
    
    
    
    10.9
    %Secured construction loan
    
    
    
    
    
    
    457,628
    
    
    
    13.3
    %Secured term loan
    
    
    
    
    
    
    250,000
    
    
    
    7.2
    %Exchangeable senior notes
    
    
    
    
    
    
    175,000
    
    
    
    5.1
    %Unsecured line of credit
    
    
    
    
    
    
    310,747
    
    
    
    9.0
    %Total debt
    
    
    
    
    
    
    1,571,050
    
    
    
    45.5
    %Equity:Common shares outstanding (2)
    
    
    65,593,285
    
    
    
    1,567,024
    
    
    
    45.4
    %7.375% Series A Preferred shares
outstanding (3)
    
    
    9,200,000
    
    
    
    230,000
    
    
    
    6.7
    %Operating partnership units outstanding (4)
    
    
    2,863,564
    
    
    
    68,411
    
    
    
    2.0
    %LTIP units outstanding (4)
    
    
    631,850
    
    
    
    15,095
    
    
    
    0.4
    %Total equity
    
    
    
    
    
    
    1,880,530
    
    
    
    54.5
    %Total capitalization
    
    
    
    
    
    $
    3,451,580
    
    
    
    100.0
    %
 
 (1)
    
    Amount includes debt premiums of $10.3 million recorded upon the assumption of the
outstanding indebtedness in connection with our purchase of the corresponding properties.(2)
    
    Based on the market closing price of our common stock of $23.89 per share on the last trading
day of the quarter (March 31, 2008).(3)
    
    Based on the liquidation preference of $25.00 per share for our 7.375% Series A preferred
stock.(4)
    
    Based on common stock equivalents of our partnership and LTIP units, which are each
individually convertible into one share of common stock using the market closing price of our
common stock of $23.89 per share on the last trading day of the quarter (March 31, 2008).  Off Balance Sheet Arrangements
    28




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##### Table of Contents



Principal Amount (1)OwnershipName
    
    Percentage
    
    
    Interest Rate (2)
    
    
    March 31, 2008
    
    
    December 31, 2007
    
    
    Maturity DatePREI I and PREI II(3)
    
    
    20
    %
    
    
    3.94
    %
    
    $
    69,945
    
    
    $
    83,285
    
    
    April 3, 2009PREI I(4)
    
    
    20
    %
    
    
    4.40
    %
    
    
    17,771
    
    
    
    
    
    
    August 13, 2010McKellar Court(5)
    
    
    21
    %
    
    
    4.63
    %
    
    
    2,196
    
    
    
    2,203
    
    
    January 1, 2010Total
    
    
    
    
    
    
    
    
    
    $
    89,912
    
    
    $
    85,488
 
 (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,
2008.(3)
    
    Amount represents our proportionate share of the total draws outstanding under a secured
acquisition and interim loan facility, which bears interest at a LIBOR-indexed variable-rate.
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 10 in the accompanying consolidated financial statements). The
remaining balance will be utilized to fund future construction costs at certain properties
currently under development. On February 19, 2008, the maturity date was extended to April 3,
2009.(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 12, 2008 were used in
part to repay a portion of the secured acquisition and interim loan facility). The remaining
balance will be utilized to fund future construction costs at the property.(5)
    
    Amount represents our proportionate share of the principal balance outstanding on a mortgage
note payable, which is secured by the McKellar Court property (excluding $166,000 of
unamortized debt premium). Accounting for Asset Retirement Obligations
 Cash Distribution Policy
 i.e.
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##### Table of Contents



Dividend
    
    DividendQuarter Ended
    
    Date Declared
    
    Date Paid
    
    per Common Share
    
    per Preferred ShareMarch 31, 2006
    
    February 27, 2006
    
    April 17, 2006
    
    $
    0.2900
    
    
    $
    June 30, 2006
    
    May 19, 2006
    
    July 17, 2006
    
    
    0.2900
    
    
    
    September 30, 2006
    
    September 14, 2006
    
    October 16, 2006
    
    
    0.2900
    
    
    
    December 31, 2006
    
    December 13, 2006
    
    January 16, 2007
    
    
    0.2900
    
    
    
    March 31, 2007
    
    March 15, 2007
    
    April 16, 2007
    
    
    0.3100
    
    
    
    0.45582June 30, 2007
    
    June 15, 2007
    
    July 16, 2007
    
    
    0.3100
    
    
    
    0.45582September 30, 2007
    
    September 14, 2007
    
    October 15, 2007
    
    
    0.3100
    
    
    
    0.46094December 31, 2007
    
    December 12, 2007
    
    January 15, 2008
    
    
    0.3100
    
    
    
    0.46094March 31, 2008
    
    March 14, 2008
    
    April 15, 2008
    
    
    0.3350
    
    
    
    0.46094
 Inflation
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Effective InterestPercent of
    
    
    Rate atDebt Summary (1)
    
    
    Total Debt
    
    
    End of QuarterFixed interest rate (2)
    
    $
    552,675
    
    
    
    35.2
    %
    
    
    5.16
    %Variable interest rate (3)
    
    
    1,018,375
    
    
    
    64.8
    %
    
    
    5.48
    %Total/effective interest rate
    
    $
    1,571,050
    
    
    
    100.0
    %
    
    
    5.37
    %
 
 (1)
    
    Debt summary includes only consolidated indebtedness.(2)
    
    Includes 15 mortgage notes payable secured by certain of our properties (including $10.3
million of unamortized premium) and our exchangeable senior notes.(3)
    
    Includes our unsecured line of credit, secured term loan, and secured construction loan,
which bear interest based on a LIBOR-indexed variable interest rate, plus a credit spread.
However, we have entered into four interest rate swaps, which were intended to have the effect
of initially fixing the interest rates on $205.0 million of our unsecured line of credit and
$330.0 million of our secured construction loan at 5.9% and 6.1%, respectively. We have
entered into an interest rate swap agreement that is intended to fix the interest rate on the
entire $250.0 million outstanding balance of the secured term loan at a rate of 5.8% until the
interest rate swap expires in 2010. We have also entered into four forward starting swap
agreements, which are intended to have the effect of fixing the interest rate on $450.0
million of forecasted debt issuance (after retirement of the secured construction loan) at
approximately 5.2%. At March 31, 2008, the total amount of unhedged variable-rate debt was
approximately $233.4 million, with an effective weighted average interest rate of 4.1%.    31




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
    
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description of Exhibit31.1
    
    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.
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##### Table of Contents



SIGNATURES
  BioMed Realty Trust, Inc./s/
    
    ALAN D. GOLDAlan D. Gold Chairman of the Board,President and Chief Executive Officer(Principal Executive Officer)/s/
    
    KENT GRIFFINKent GriffinChief Financial Officer(Principal Financial Officer)
  34




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit31.1
    
    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.
 35