SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2005

BioMed Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

17140 Bernardo Center Drive, Suite 222
San Diego, California 92128

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 485-9840

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

This Current Report on Form 8-K/A amends the report on Form 8-K of BioMed Realty Trust, Inc. (“BioMed”), dated June 3, 2005, to provide certain financial information required by Items 9.01(a) and (b) in connection with the acquisition, through the Company’s operating partnership subsidiary, BioMed Realty, L.P. (the “Operating Partnership”), of (1) a portfolio of eight properties including one parking structure in Cambridge, Massachusetts, and an additional property in Lebanon, New Hampshire (collectively, the “Lyme Portfolio”) from The Lyme Timber Company, an affiliate of Lyme Properties and (2) eight additional properties (other than the Lyme Portfolio) acquired by BioMed since December 31, 2004.

 

TABLE OF CONTENTS

Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 23.1

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Table of Contents

Item 8.01 Other Events.

     BioMed acquired eight properties, in addition to the Lyme Portfolio, from December 31, 2004 through May 31, 2005. BioMed is including the financial statements of a majority of these properties in this Current Report on Form 8-K/A to satisfy the requirements of Rule 3-14 of Regulation S-X of the Securities and Exchange Commission that relate to the acquisition of one or more properties which in the aggregate are significant to the registrant. None of the properties described below are individually significant according to Rule 3-14. Because changes will likely occur in occupancy, rents and expenses experienced by BioMed and the acquired properties, the historical financial statements and pro forma financial data presented should not be considered as a projection of future results.

     On March 1, 2005, BioMed, through the Operating Partnership, invested approximately $5.1 million in a majority owned joint venture that purchased a building located on Waples Street in San Diego, California, and anticipates expanding and improving the building to reposition it as laboratory space. BioMed has entered into an agreement with its joint venture partner, which will be responsible for construction, leasing and management of the property.

     On March 16, 2005, BioMed, through the Operating Partnership, completed the acquisition of the third building on its Bridgeview property in Hayward, California for cash consideration of approximately $16.2 million. The purchase price was funded with borrowings under BioMed’s then existing revolving credit facility.

     On March 17, 2005, BioMed, through the Operating Partnership, completed the acquisition of a building located on Graphics Drive in Ewing, New Jersey for cash consideration of approximately $7.7 million. The purchase price was funded with borrowings under BioMed’s then existing revolving credit facility and cash on hand.

     On April 5, 2005, BioMed, through the Operating Partnership, completed the acquisition of Fresh Pond Research Park located in Cambridge, Massachusetts for cash consideration of approximately $20.7 million. The purchase price was funded with borrowings under BioMed’s then existing revolving credit facility.

     On April 5, 2005, BioMed, through the Operating Partnership, completed the acquisition of a property on Coolidge Avenue located in the Boston area in Watertown, Massachusetts for cash consideration of approximately $10.8 million. The purchase price was funded with borrowings under BioMed’s then existing revolving credit facility.

     On April 5, 2005, BioMed, through the Operating Partnership, completed the acquisition of a property located on Phoenixville Pike in Malvern, Pennsylvania for cash consideration of approximately $13.0 million. The purchase price was funded with borrowings under BioMed’s then existing revolving credit facility and cash on hand.

     On April 21, 2005, BioMed, through the Operating Partnership, completed the acquisition of a property located on Nancy Ridge Drive in San Diego for cash consideration of approximately $5.8 million and the assumption of approximately $7.0 million in debt. The cash portion of the purchase price was funded with borrowings under BioMed’s then existing revolving credit facility.

     On May 27, 2005, BioMed, through the Operating Partnership, completed the acquisition of a property located at Dumbarton Circle in Fremont, California for cash consideration of approximately $6.2 million. The purchase price was funded with borrowings under BioMed’s then existing revolving credit facility.

Item 9.01 Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired Under Rule 3-14 of Regulation S-X.

 

     (b) Unaudited Pro Forma Consolidated Financial Statements.

Pro Forma Consolidated Balance Sheet as of March 31, 2005
Pro Forma Consolidated Statement of Income for the three months ended March 31, 2005
Pro Forma Consolidated Statement of Income for the year ended December 31, 2004
Notes to Pro Forma Consolidated Balance Sheet and Statements of Income

     (c) The following exhibits are filed herewith:

(1)		Previously filed.
(2)		Filed herewith.

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

BioMed Realty Trust, Inc.:

      We have audited the accompanying combined statement of revenues and certain expenses of the Lyme Portfolio (the Portfolio) for the year ended December 31, 2004. This statement is the responsibility of the management of BioMed Realty Trust, Inc. Our responsibility is to express an opinion on this statement based on our audit.

      We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      The accompanying combined statement of revenues and certain expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in note 1 to the combined statement of revenues and certain expenses. It is not intended to be a complete presentation of the Lyme Portfolio’s revenues and expenses.

      In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain expenses, as described in note 1, of the Lyme Portfolio for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

San Diego, California

June 3, 2005

LYME PORTFOLIO

COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(In thousands)

See accompanying notes to statements of revenues and certain expenses.

LYME PORTFOLIO

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES

Three Months Ended March 31, 2005 (unaudited) and Year Ended December 31, 2004

(Tabular amounts in thousands)

      The accompanying combined statements of revenues and certain expenses relate to the operations of a portfolio of eight properties including one parking structure in Cambridge, Massachusetts, and an additional property in Lebanon, New Hampshire (collectively, the “Portfolio”). The nine properties are leased to 6 tenants. Four of the properties’ tenants lease parking spaces in the parking structure.

      The Portfolio was owned by the Lyme Timber Company (Lyme) and certain of its affiliates. On April 15, 2005, BioMed Realty Trust, Inc., (the Company) through its operating partnership subsidiary, BioMed Realty, L.P., (the Operating Partnership) entered into a definitive purchase and sale agreement with Lyme to purchase the Properties for approximately $524.0 million plus closing costs. The Operating Partnership completed the transaction on May 31, 2005.

      The accompanying combined statements of revenues and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and, accordingly, are not representative of the actual results of operations of the Portfolio for the three months ended March 31, 2005 (unaudited) or for the year ended December 31, 2004 due to the exclusion of the following revenues and expenses, which may not be comparable to the proposed future operations of the Portfolio:

      Prior to the acquisition, the Portfolio was partially managed by third-party management companies. Following the acquisition, the Portfolio will be managed by third-party managers under new management contracts. In accordance with the rules and regulations of the Securities and Exchange Commission, the third party management fee revenues and expenses are included in the statements of revenues and certain expenses.

      Rental revenue is recognized on a straight-line basis over the term of the respective leases.

      Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting periods to prepare the combined statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

      The combined statement of revenues and certain expenses for the three months ended March 31, 2005 is unaudited. In the opinion of management, the statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

      The Portfolio leases laboratory and office space under various lease agreements with their tenants. All leases are accounted for as operating leases. The leases include provisions under which the properties are

LYME PORTFOLIO

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES — (Continued)

reimbursed for common area expenses, real estate taxes and insurance. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various times and rental rates.

      Minimum rents to be received from tenants under operating leases, which terms range from 4 to 13 years, in effect at December 31, 2004, are as follows:

      Certain expenses include only those costs expected to be comparable to the proposed future operations of the Portfolio. Repairs and maintenance expense are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed and professional fees are excluded from the statements of revenues and certain expenses.

      In connection with the acquisition of the Portfolio, the Operating Partnership assumed three separate mortgage notes amounting to $126.4 million as of December 31, 2004. Each mortgage note is secured by one of the properties in the Portfolio. The mortgages bear interest at fixed rates ranging from 6.38% to 7.34%. Each mortgage requires monthly payments of principal and interest and mature on various dates through October 1, 2018.

      Minimum annual principal payments at December 31, 2004 under the terms of the mortgage notes are as follows:

      In addition, the Operating Partnership will assume one construction loan amounting to $5.4 million as of December 31, 2004. Prior to the Operating Partnership’s acquisition of the Portfolio, the construction loan was replaced by a $6.0 million mortgage bearing interest at a fixed rate of 5.50% which matures on January 1, 2025.

      For the year ended December 31, 2004, two tenants accounted for approximately 52.8% and 34.4% of revenues. The other four tenants accounted for approximately 12.8% of revenues.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

BioMed Realty Trust, Inc.:

      We have audited the accompanying statement of revenues and certain expenses of Bridgeview II (the Property) for the year ended December 31, 2004. This statement is the responsibility of the management of BioMed Realty Trust, Inc. Our responsibility is to express an opinion on this statement based on our audit.

      We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in note 1 to the statement of revenues and certain expenses. It is not intended to be a complete presentation of Bridgeview II’s revenues and expenses.

      In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain expenses, as described in note 1, of Bridgeview II for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

San Diego, California

June 3, 2005

BRIDGEVIEW II

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(In thousands)

See accompanying notes to statements of revenues and certain expenses.

BRIDGEVIEW II

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

Period from January 1, 2005 through March 15, 2005 (unaudited)

and Year Ended December 31, 2004

(Tabular amounts in thousands)

      The accompanying statements of revenues and certain expenses relate to the operations of the property known as Bridgeview II (the Property). The Property consists of one building located at 24590 Clawiter Road, Hayward, CA and is 100% leased by one tenant.

      On March 16, 2005, BioMed Realty Trust, Inc., a Maryland corporation (the Company), through its operating partnership subsidiary, BioMed Realty, L.P. (the Operating Partnership), completed the acquisition of the Property from F&S Hayward II, LLC (F&S Hayward). The total purchase price was approximately $16.2 million. The Operating Partnership funded the purchase price with proceeds from the Company’s unsecured revolving credit facility.

      The accompanying statements of revenues and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and, accordingly, are not representative of the actual results of operations of the Property for the period from January 1, 2005 through March 15, 2005 (unaudited) and for the year ended December 31, 2004 due to the exclusion of the following revenues and expenses, which may not be comparable to the proposed future operations of the Property:

      Rental revenue is recognized on a straight-line basis over the term of the respective leases.

      Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting period to prepare the statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

      The statement of revenues and certain expenses for the period from January 1, 2005 through March 15, 2005 is unaudited. In the opinion of management, the statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

      The Property leases laboratory and office space under a lease agreement with its tenant. The lease is accounted for as an operating lease. The lease includes provisions under which the Property is reimbursed for common area expenses, real estate taxes and insurance. Revenue related to these reimbursed costs is

BRIDGEVIEW II

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES — (Continued)

recognized in the period the applicable costs are incurred and billed to the tenant pursuant to their lease agreement. The lease contains renewal options at various times and rental rates.

      Minimum rents to be received under the terms of the non-cancelable operating lease agreement, excluding expense reimbursements, in effect at December 31, 2004, are as follows:

      Certain expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expense are charged to operations as incurred. Costs such as depreciation, amortization, management fees and professional fees are excluded from the statements of revenues and certain expenses.

      For the year ended December 31, 2004, one tenant accounted for 100% of revenues.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

BioMed Realty Trust, Inc.:

      We have audited the accompanying statement of revenues and certain expenses of Nancy Ridge (the Property) for the year ended December 31, 2004. This statement is the responsibility of the management of BioMed Realty Trust, Inc. Our responsibility is to express an opinion on this statement based on our audit.

      We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in note 1 to the statement of revenues and certain expenses. It is not intended to be a complete presentation of Nancy Ridge’s revenues and expenses.

      In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain expenses, as described in note 1, of Nancy Ridge for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

San Diego, California

June 3, 2005

NANCY RIDGE

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(In thousands)

See accompanying notes to statements of revenues and certain expenses.

NANCY RIDGE

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

Three Months Ended March 31, 2005 (unaudited) and Year Ended December 31, 2004

(Tabular amounts in thousands)

      The accompanying statements of revenues and certain expenses relate to the operations of the property known as Nancy Ridge (the Property). The Property consists of one building located at 6828 Nancy Ridge Drive, San Diego, CA and is fully leased by two tenants.

      On April 21, 2005, BioMed Realty Trust, Inc., a Maryland corporation (the Company), through its operating partnership subsidiary, BioMed Realty, L.P. (the Operating Partnership), completed the acquisition of the Property from 6828 Nancy Ridge, LLC. The total purchase price was approximately $12.8 million. The Operating Partnership funded the purchase price with the assumption of $7.0 million in debt and $5.8 million in cash. The cash portion of the purchase price was funded with borrowings under the Company’s unsecured revolving credit facility.

      The accompanying statements of revenues and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and, accordingly, are not representative of the actual results of operations of the Property for the three months ended March 31, 2005 (unaudited) or for the year ended December 31, 2004 due to the exclusion of the following revenues and expenses, which may not be comparable to the proposed future operations of the Property:

      Rental revenue is recognized on a straight-line basis over the term of the respective leases.

      Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting periods to prepare the statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

      The statement of revenues and certain expenses for the three-months ended March 31, 2005 is unaudited. In the opinion of management, the statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

      The Property leases laboratory and office space under lease agreements with its tenants. The leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area expenses, real estate taxes and insurance . Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various times and rental rates.

NANCY RIDGE

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES — (Continued)

      Minimum rents to be received under the terms of the non-cancelable operating lease agreements, excluding expense reimbursements, in effect at December 31, 2004, are as follows:

      Certain expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expense are charged to operations as incurred. Costs such as depreciation, amortization, management fees and professional fees are excluded from the statements of revenues and certain expenses.

      In connection with the acquisition of the Property, the Company will assume the $7.0 million of mortgage debt outstanding as of December 31, 2004 secured by the Property. The mortgage debt bears interest at a fixed interest rate of 7.15%, requires monthly payments of principal and interest and matures on September 1, 2012. As of December 31, 2004, annual principal payments due on the mortgage debt were as follows:

      For the year ended December 31, 2004, two tenants accounted for 100% of revenues.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

BioMed Realty Trust, Inc.:

      We have audited the accompanying statement of revenues and certain expenses of Graphics Drive (the Property) for the year ended December 31, 2004. This statement is the responsibility of the management of BioMed Realty Trust, Inc. Our responsibility is to express an opinion on this statement based on our audit.

      We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in note 1 to the statement of revenues and certain expenses. It is not intended to be a complete presentation of Graphics Drive’s revenues and expenses.

      In our opinion, the statement referred to above presents fairly, in all material respects, the revenue and certain expenses, as described in note 1, of Graphics Drive for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

San Diego, California

June 3, 2005

GRAPHICS DRIVE

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(In thousands)

See accompanying notes to statements of revenues and certain expenses.

GRAPHICS DRIVE

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

Period from January 1, 2005 through March 16, 2005 (unaudited)

and Year Ended December 31, 2004

(Tabular amounts in thousands)

      The accompanying statements of revenues and certain expenses relate to the operations of the property known as Graphics Drive (the Property). The Property consists of one building located at 7 Graphics Drive, Ewing, NJ and is 15% leased by one tenant. The tenant’s lease commenced on April 1, 2004.

      On March 17, 2005, BioMed Realty Trust, Inc., a Maryland corporation (the Company), through its operating partnership subsidiary, BioMed Realty, L.P. (the Operating Partnership), completed the acquisition of the Property from Phillips Associates I, L.L.C. (Phillips Associates). The total purchase price was approximately $7.7 million. The Operating Partnership funded the purchase price with proceeds from the Company’s unsecured revolving credit facility.

      The accompanying statements of revenues and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and, accordingly, are not representative of the actual results of operations of the Property for the period from January 1, 2005 through March 16, 2005 (unaudited) and for the year ended December 31, 2004 due to the exclusion of the following revenues and expenses, which may not be comparable to the proposed future operations of the Property:

      Rental revenue is recognized on a straight-line basis over the term of the respective lease.

      Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting period to prepare the statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

      The statement of revenues and certain expenses for the period from January 1, 2005 through March 16, 2005 is unaudited. In the opinion of management, the statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

      The Property leases laboratory and office space under a lease agreement with its tenant. The lease is accounted for as an operating lease. The lease includes provisions under which the Property is reimbursed for common area expenses, real estate taxes and insurance. Revenue related to these reimbursed costs is

GRAPHICS DRIVE

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES — (Continued)

recognized in the period the applicable costs are incurred and billed to the tenant pursuant to the lease agreement. The lease contains a renewal option which entitles the tenant to extend the lease for three additional years.

      Minimum rents to be received under the terms of the non-cancelable operating lease agreement, excluding expense reimbursements, in effect at December 31, 2004, are as follows:

      Certain expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expense are charged to operations as incurred. Costs such as depreciation, amortization, management fees and professional fees are excluded from the statement of revenues and certain expenses.

      For the year ended December 31, 2004, one tenant accounted for 100% of revenues.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

BioMed Realty Trust, Inc.:

      We have audited the accompanying statement of revenues and certain expenses of Phoenixville (the Property) for the year ended December 31, 2004. This statement is the responsibility of the management of BioMed Realty Trust, Inc. Our responsibility is to express an opinion on this statement based on our audit.

      We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

      The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in note 1 to the statement of revenues and certain expenses. It is not intended to be a complete presentation of Phoenixville’s revenues and expenses.

      In our opinion, the statement referred to above presents fairly, in all material respects, the revenues and certain expenses, as described in note 1, of Phoenixville for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

San Diego, California

June 3, 2005

PHOENIXVILLE

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

(In thousands)

See accompanying notes to statements of revenues and certain expenses.

PHOENIXVILLE

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

Three Months Ended March 31, 2005 (unaudited) and Year Ended December 31, 2004

(Tabular amounts in thousands)

      The accompanying statements of revenues and certain expenses relate to the operations of the property known as Phoenixville (the Property). The Property consists of one building located at 335-395 Phoenixville Pike, Malvern, PA and is leased to six tenants.

      On April 5, 2005, BioMed Realty Trust, Inc., a Maryland corporation (the Company), through its operating partnership subsidiary, BioMed Realty, L.P. (the Operating Partnership), completed the acquisition of the Property from 335-395 Phoenixville Pike Associates LP. The total purchase price was approximately $13.2 million. The Operating Partnership funded the purchase price with proceeds from the Company’s unsecured revolving credit facility.

      The accompanying statements of revenues and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and, accordingly, are not representative of the actual results of operations of the Property for the three months ended March 31, 2005 (unaudited) or for the year ended December 31, 2004 due to the exclusion of the following revenues and expenses, which may not be comparable to the proposed future operations of the Property:

      Prior to the acquisition, the Property was managed by a third-party management company. Following the acquisition, the Property will be managed by a third-party manager under a new management contract. In accordance with Rule 3-14, the related management fee revenues and expenses are included in the statements of revenues and certain expenses.

      Rental revenue is recognized on a straight-line basis over the term of the respective leases.

      Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting period to prepare the statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

      The statement of revenues and certain expenses for the three-months ended March 31, 2005 is unaudited. In the opinion of management, the statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

      The Property leases laboratory and office space under lease agreements with its tenants. The leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area expenses, real estate taxes and insurance. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to the tenants pursuant to the lease agreements. The leases contain renewal options at various times and rental rates.

PHOENIXVILLE

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES — (Continued)

      Minimum rents to be received under the terms of the non-cancelable operating lease agreements, excluding expense reimbursements, in effect at December 31, 2004, are as follows:

      Certain expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expense are charged to operations as incurred. Costs such as depreciation, amortization, management fees and professional fees are excluded from the statements of revenues and certain expenses.

      For the year ended December 31, 2004, two tenants accounted for approximately 62% and 19% of revenues. The other four tenants accounted for approximately 19% of revenues.

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The unaudited pro forma consolidated financial statements of BioMed Realty Trust, Inc., a Maryland corporation (the “Company”), as of March 31, 2005, and for the three months ended March 31, 2005 and the year ended December 31, 2004, are presented as if its common stock offering, which was consummated on June 27, 2005, and related transactions had occurred on March 31, 2005 for the unaudited pro forma consolidated balance sheet, and on the first day of the period presented for the unaudited pro forma consolidated statements of income.

     The unaudited pro forma consolidated financial statements should be read in conjunction with the consolidated historical statements of the Company and Inhale 201 Industrial Road, L.P., included in our Form 10-K for the year ended December 31, 2004, and our Form 10-Q for the quarterly period ended March 31, 2005 filed with the Securities and Exchange Commission, and the separate historical statements of revenues and certain expenses of Lyme Portfolio, Bridgeview II, Nancy Ridge, Graphics Drive and Phoenixville, and the notes thereto, included elsewhere in this Report. Adjustments have been made to give effect to the properties contributed and acquired in connection with and following our IPO in 2004. The remaining properties acquired since December 31, 2004 are considered insignificant.

     The unaudited pro forma consolidated financial statements do not purport to represent the Company’s financial position or the results of operations that would actually have occurred assuming the completion of the common stock offering and other transactions, nor do they purport to project the Company’s financial position or results of operations as of any future date or any future period.

 

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2005
(Unaudited)
(In thousands)

See accompanying notes to pro forma consolidated balance sheet and statements of income.

 

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Three Months Ended March 31, 2005
(Unaudited)
(In thousands, except per share data)

See accompanying notes to pro forma consolidated balance sheet and statements of income.

 

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2004
(Unaudited)
(In thousands, except per share data)

See accompanying notes to pro forma consolidated balance sheet and statements of income.

 

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED
BALANCE SHEET AND STATEMENTS OF INCOME
(Unaudited)
(Tabular amounts in thousands)

1. Adjustments to the Pro Forma Consolidated Balance Sheet

Presentation

     The accompanying unaudited pro forma consolidated balance sheet of the Company reflects adjustments for completed acquisitions and the Company’s public offering of common shares and related transactions as if all of the following occurred on March 31, 2005:

	•		The acquisition of the Lyme Portfolio for approximately $531,000,000, including closing costs and an advisory fee to Raymond James & Associates, Inc. of $1,375,000, which occurred on May 31, 2005. In addition to cash paid and financed by borrowings discussed below, consideration also included the assumption of $137,517,000 of mortgage notes payable (including premium of $6,313,000);
	•		Borrowings of $100,000,000 on a senior unsecured term loan, $250,000,000 on a senior secured term loan, and approximately $55,572,000 on our senior unsecured revolving credit facility. This debt was incurred to partially fund the acquisition of the Lyme Portfolio;
	•		The acquisition of Fresh Pond Research Park for $20,756,000, which occurred on April 5, 2005;
	•		The acquisition of Coolidge Avenue for $10,833,000, which occurred on April 5, 2005;
	•		The acquisition of Phoenixville for $13,206,000, which occurred on April 5, 2005;
	•		The acquisition of Nancy Ridge for $12,800,000, which occurred on April 21, 2005. Consideration paid for this acquisition also included the assumption of $7,870,000 of a mortgage note payable (including premium of $869,000). In addition a $1,177,000 deposit for loan impounds was made by the Company;
	•		The acquisition of Dumbarton Circle for $6,320,000, excluding $2,640,000 paid into escrow for tenant construction allowance, which occurred on May 27, 2005;
	•		Public offering of 15,122,500 common shares at $22.50 per share, with net proceeds of $324,444,000;
	•		Repayment of the $100,000,000 senior unsecured term loan and approximately $132,097,000 of debt outstanding on the Company’s senior unsecured revolving credit facility using proceeds from the offering.

     In the opinion of the Company’s management, all material adjustments necessary to reflect the effects of the preceding transactions have been made. The unaudited pro forma consolidated balance sheet is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position would have been had the common share offering and other transactions described above occurred on March 31, 2005, nor does it purport to represent the future financial position of the Company.

 

Adjustments

     The adjustments to the pro forma consolidated balance sheet as of March 31, 2005 are as follows:

     (A) Reflects the acquisition of the Lyme Portfolio from a third party on May 31, 2005 for approximately $531,000,000, including closing costs, consisting of cash payments of $399,796,000 (see Note C for discussion of funding) and the assumption of mortgage notes payable in the amount of $137,517,000 (including premium of $6,313,000):

(1)		A portion of the purchase price has been allocated to identified intangible assets (liabilities) for (i) above-market and below-market leases in the amounts of $3,252,000 and $16,199,000, respectively, which are amortized to rental income over the remaining non-cancelable term of the respective leases, and (ii) the value of in-place leases and management agreements in the amount of $63,720,000 which are amortized to depreciation and amortization expense over the remaining non-cancelable terms of the respective leases and management agreements.
(2)		Debt premiums are recorded upon assumption of the notes at the time of acquisition to account for above-market interest rates. Amortization of these premiums is recorded as a reduction to interest expense over the remaining terms of the respective mortgages.

     (B) Reflects the acquisition of five other properties from third parties subsequent to March 31, 2005 for approximately $67,732,000, including loan impounds of $1,177,000 for the Nancy Ridge loan assumption, closing costs and payment of deferred loan costs of $83,000. Consideration paid consisted of cash payments of $60,814,000 (financed by borrowings on the existing unsecured line of credit of $57,025,000 and cash on hand of $3,789,000), the assumption of mortgage notes payable in the amount of $7,870,000 (including $869,000 of debt premium) for the Nancy Ridge acquisition:

(1)		A portion of the purchase price has been allocated to identified intangible liabilities for below-market leases in the amount of $2,699,000, which are amortized to rental income over the remaining non-cancelable term of the respective leases, and the value of in-place leases and management agreements in the amount of $7,670,000 which are amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases and management agreements.
(2)		Premiums are recorded upon assumption of mortgages at the time of acquisition to account for above-market interest rates. Amortization of these premiums is recorded as a reduction to interest expense over the remaining term of the respective notes.

 

     (C) To fund the acquisitions, the Company incurred the following indebtedness:

(1)

Consists of $55,572 for the Lyme Portfolio and $57,025 for the other subsequent acquisitions.

     (D) Sale of 15,122,500 shares of common stock (including exercise of underwriters’ overallotment option) for $22.50 per share in the offering:

     Repayment of certain indebtedness upon completion of the offering:

     (G) Write-off of unamortized loan fees upon repayment of certain indebtedness and pro forma amortization adjustments:

2. Pro Forma Consolidated Statements of Income

     The adjustments to the pro forma consolidated statements of income for the three months ended March 31, 2005 and for the year ended December 31, 2004 are as follows:

     Adjustments (AA) through (HH) inclusive relate to the pro forma adjustments made to give effect to the acquired properties in accordance with Regulation S-X Rule 11-2 and Rule 3-14. Specifically, in accordance with Rule 3-14(a)(1) audited financial statements of properties acquired should exclude items not comparable to the proposed future operations of the properties including corporate expenses. Prior to the acquisition, the properties were either self-managed or managed by third party management companies. Following the acquisitions, the properties will continue to be managed internally by us or managed by third-party managers under new management contracts. In accordance with Rule 3-14, the related management fee revenues and expenses have either been included or excluded from the historical audited Rule 3-14 financial statements. For properties that will be managed internally by us, the property management revenues and costs are excluded in the historical financial statements of the acquired properties. For properties that will be managed by third-parties, property management revenues and expenses are included in the historical financial statements of the acquired properties. Pro forma revenue and expense adjustments were made for properties that will be managed internally by us.

 

     (AA) Reflects the first quarter 2005 acquisitions for the period from January 1, 2005 through date of acquisition:

(1)		The pro forma adjustment to rental revenue is directly attributable to the acquisition of the property and consists of amounts related to above and below market leases, which are being amortized over the remaining non-cancelable term of the respective contracts in accordance with SFAS 141.
(2)		The pro forma adjustment to tenant recoveries includes amounts to be received from tenants related to the pro forma adjustment to real estate taxes expense.
(3)		The pro forma adjustment to real estate taxes expense relates to the increase in property taxes due to the acquisition of the property by the Company that may result in a reassessment by the taxing authorities based on the purchase price of the property.
(4)		The pro forma adjustment to depreciation and amortization is due to depreciation of the acquired buildings and improvements using the straight-line method and an estimated life of 40 years. In addition, the value of in-place leases (exclusive of the value of above and below market leases) and the value of management agreements are amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases and management agreements.