Biomed Realty Trust 8-K BioMed Realty Trust Completes Acquisition of Maryland Portfolio for $425 Million

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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 24, 2006

BioMed Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-32261	20-1142292
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 10.3

EXHIBIT 10.4

EXHIBIT 99.1

Item 1.01 Entry into a Material Definitive Agreement.

KeyBank Secured Bridge Loan

     In connection with the acquisition of the properties from Human Genome Sciences, Inc. (“HGSI”) described below in Item 2.01, on May 24, 2006, BioMed Realty, L.P. (the “Operating Partnership”), the operating partnership subsidiary of BioMed Realty Trust, Inc. (“BioMed”), entered into a secured bridge loan with KeyBank National Association (“KeyBank”), as administrative agent, and certain other lenders, under which it borrowed $150.0 million.

     The bridge loan has a term of three months and bears interest at a floating rate equal to, at BioMed’s option, either (1) LIBOR plus 140 basis points or (2) the higher of (a) the prime rate then in effect and (b) the federal funds rate then in effect plus a spread of 50 basis points. The bridge loan is secured by the HGSI headquarters facility and any related collateral. BioMed, at its sole discretion, may extend the maturity date of the bridge loan for an additional three months after satisfying certain conditions.

     The terms of the bridge loan include certain restrictions and covenants, which limit, among other things, the incurrence of additional indebtedness and liens. The terms also require compliance with financial covenants relating to the minimum amounts of net worth, fixed charge coverage, leverage ratio, interest coverage, the maximum amount of variable-rate, secured and recourse indebtedness, and certain investment limitations. The bridge loan specifies a number of events of default (some of which are subject to applicable cure periods), including, among others, the failure to make payments when due, noncompliance with covenants and defaults under other agreements or instruments of indebtedness. Upon the occurrence of an event of default, the lenders may terminate the bridge loan and declare all amounts outstanding to be immediately due and payable.

     The foregoing description of the KeyBank secured bridge loan does not purport to be complete and is qualified in its entirety by reference to the complete text of the secured bridge loan agreement and the related note, which are filed as exhibits to this report and incorporated herein by reference.

Human Genome Sciences Leases

     In connection with the acquisition of the HGSI properties, BioMed entered into two 20-year triple-net leases with HGSI with respect to the headquarters facility and the large-scale manufacturing facility. The leases provide HGSI with the right to extend each lease for two 10-year terms and require HGSI to provide a security deposit of $19.75 million under each lease, which is equal to one-year’s rent.

     HGSI has the right to repurchase the large-scale manufacturing facility from BioMed within the first four years after lease commencement, upon giving one year’s prior written notice, at a purchase price that provides BioMed with a 15% unleveraged internal rate of return on the original purchase price of the property (net of all base rent received). HGSI has the right to repurchase the headquarters facility from BioMed approximately 10 years after lease commencement, upon giving at least one year’s prior written notice, at a purchase price of approximately $300.0 million in cash.

1

     The foregoing description of the HGSI leases does not purport to be complete and is qualified in its entirety by reference to the complete text of the leases, which are filed as exhibits to this report and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On May 24, 2006, BioMed, through its Operating Partnership, completed the acquisition of HGSI’s large-scale manufacturing and headquarters office and laboratory facilities located in Rockville, Maryland. The portfolio includes a total of approximately 925,000 rentable square feet of existing laboratory, office and manufacturing space, with the headquarters facility consisting of three recently constructed buildings and a parking structure, as well as undeveloped land that BioMed’s management estimates can support over 500,000 rentable square feet of additional laboratory and office space. The purchase price, which was determined through negotiations between the Operating Partnership and HGSI, was $425.0 million, excluding closing costs. The Operating Partnership funded the purchase price using the proceeds of BioMed’s recently completed common stock offering, which generated net proceeds of approximately $249.1 million, and borrowings under its existing $250.0 million revolving credit facility and the secured bridge loan with KeyBank described above in Item 1.01.

     In connection with the closing of the acquisition, BioMed issued a press release, which is attached as Exhibit 99.1 hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth under Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Unaudited Pro Forma Consolidated Financial Statements.

Pro Forma Consolidated Balance Sheet as of March 31, 2006

Pro Forma Consolidated Statement of Income for the three months ended March 31, 2006

Pro Forma Consolidated Statement of Income for the year ended December 31, 2005

Notes to Pro Forma Consolidated Balance Sheet and Statements of Income

(d) The following exhibits are filed herewith:

Exhibit
Number	Description of Exhibit
10.1	Secured Bridge Loan Agreement, dated as of May 24, 2006, by and among BioMed Realty, L.P., KeyBank National Association, as Administrative Agent, and certain lenders party thereto.
10.2	Form of Note under Secured Bridge Loan Agreement.
10.3	Lease Agreement, dated as of May 24, 2006, between BMR-Belward Campus Drive LSM LLC and Human Genome Sciences, Inc.
10.4	Lease Agreement, dated as of May 24, 2006, between BMR-Shady Grove Road HQ LLC and Human Genome Sciences, Inc.
99.1	Press release issued by BioMed Realty Trust, Inc. on May 24, 2006.

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.

Date: May 26, 2006	BIOMED REALTY TRUST, INC.
	By:	/s/ GARY A. KREITZER
	Name: Gary A. Kreitzer
	Title: Executive Vice President

2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

      The unaudited pro forma consolidated financial statements of BioMed Realty Trust, Inc., as of March 31, 2006, and for the three months ended March 31, 2006 and the year ended December 31, 2005, are presented as if BioMed’s common stock offering, the HGSI properties acquisition and related transactions had occurred on March 31, 2006 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 BioMed’s consolidated historical financial statements and the notes thereto, included in its Annual Report on Form 10-K for the year ended December 31, 2005, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 filed with the Securities and Exchange Commission. Certain adjustments have been made to give effect to the operating properties acquired or that are probable to be acquired subsequent to March 31, 2006.

      The unaudited pro forma consolidated financial statements do not purport to represent BioMed’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 BioMed’s financial position or results of operations as of any future date or any future period.

3

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

March 31, 2006

(Unaudited)

(In thousands)

			Historical
			BioMed			HGSI			Other			Other		Common		Pro Forma
			Realty			Properties			Subsequent			Financing		Stock		BioMed Realty
			Trust, Inc.			Acquisition			Acquisitions			Transactions		Offering		Trust, Inc.
						(A)			(B)			(C)		(D)
ASSETS
Investment in real estate, net			$	1,131,917		$	428,000		$	41,744		$	—	$	—	$	1,601,661
Investment in unconsolidated partnership				2,476			—			—			—		—		2,476
Cash and cash equivalents				30,365			(428,000	)		(16,003	)		164,539		249,099		—
Restricted cash				5,844			—			—			—		—		5,844
Accounts receivable, net				5,625			—			—			—		—		5,625
Accrued straight-line rents, net				10,472			—			—			—		—		10,472
Acquired above market leases, net				8,925			—			164			—		—		9,089
Deferred leasing costs, net				130,593			—			3,745			—		—		134,338
Deferred loan costs, net				4,507			—			—			150		—		4,657
Prepaid expenses				2,840			—			—			—		—		2,840
Other assets				13,333			—			—			—		—		13,333
		Total assets	$	1,346,897		$	—		$	29,650		$	164,689	$	249,099	$	1,790,335
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgage notes payable, net			$	246,377		$	—		$	16,222		$	—	$	—	$	262,599
Secured term loan				250,000			—			—			—		—		250,000
Unsecured line of credit				30,700			—			12,906			14,689		—		58,295
Secured bridge loan				—			—			—			150,000		—		150,000
Security deposits				6,883			—			—			—		—		6,883
Dividends and distributions payable				14,397			—			—			—		—		14,397
Accounts payable, accrued expenses, and other liabilities				24,196			—			—			—		—		24,196
Acquired below market leases, net				28,477			—			522			—		—		28,999
	Total liabilities			601,030			—			29,650			164,689		—		795,369
Minority interests				20,367			—			—			—		—		20,367
Stockholders’ equity:
	Common stock			466			—			—			—		91		557
	Additional paid-in capital			758,375			—			—			—		249,008		1,007,383
	Accumulated other comprehensive income			9,256			—			—			—		—		9,256
	Dividends in excess of earnings			(42,597	)		—			—			—		—		(42,597	)
		Total stockholders’ equity		725,500			—			—			—		249,099		974,599
		Total liabilities and stockholders’ equity	$	1,346,897		$	—		$	29,650		$	164,689	$	249,099	$	1,790,335

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

4

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the Three Months Ended March 31, 2006

(Unaudited)

(In thousands, except per share data)

				Historical			First														Pro Forma
				BioMed			Quarter			HGSI		Other			Other			Common			BioMed
				Realty			2006			Properties		Subsequent			Financing			Stock			Realty
				Trust, Inc.			Acquisitions			Acquisition		Acquisitions			Transactions			Offering			Trust, Inc.
							(AA)			(BB)		(CC)			(DD)
Revenues:
	Rental			$	31,178		$	13		$	11,998	$	1,044		$	—		$	—		$	44,233
	Tenant recoveries				12,609			1			439		272			—			—			13,321
	Other income				6			—			—		—			—			—			6
			Total revenues		43,793			14			12,437		1,316			—			—			57,560
Expenses:
	Rental operations				9,543			1			37		86			—			—			9,667
	Real estate taxes				4,242			—			432		194			—			—			4,868
	Depreciation and amortization				13,361			5			2,379		693			—			—			16,438
	General and administrative				4,347			—			50		—			—			—			4,397
			Total expenses		31,493			6			2,898		973			—			—			35,370
		Income from operations			12,300			8			9,539		343			—			—			22,190
	Equity in net income of unconsolidated partnership				20			—			—		—			—			—			20
	Interest income				160			—			—		—			—			—			160
	Interest expense				(7,784	)		(5	)		—		(249	)		(3,048	)		—			(11,086	)
			Income (loss) before minority interests		4,696			3			9,539		94			(3,048	)		—			11,284
			Minority interest in consolidated partnership		54			—			—		—			—			—			54
			Minority interests in operating partnership		(276	)		—			—		—			—			(280	)		(556	)(EE)
	Net income (loss)			$	4,474		$	3		$	9,539	$	94		$	(3,048	)	$	(280	)	$	10,782
Pro forma earnings per share  — basic(GG)				$	0.10																$	0.19
Pro forma earnings per share  — diluted(GG)				$	0.10																$	0.19
Pro forma weighted average common shares outstanding — basic(GG)					46,369,605																	55,444,605
Pro forma weighted average common shares outstanding — diluted(GG)					49,518,010																	58,593,010

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

5

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2005

(Unaudited)

(In thousands, except per share data)

			Historical			First																	Pro Forma
			BioMed			Quarter			HGSI		Other			Other			Common						BioMed
			Realty			2006			Properties		Subsequent			Financing			Stock			2005			Realty
			Trust, Inc.			Acquisitions			Acquisition		Acquisitions			Transactions			Offering			Acquisitions			Trust, Inc.
						(AA)			(BB)		(CC)			(DD)						(FF)
Revenues:
	Rental		$	92,650		$	322		$	47,991	$	4,175		$	—		$	—		$	18,873		$	164,011
	Tenant recoveries			42,232			29			1,757		1,088			—			—			5,555			50,661
	Other income			3,974			—			—		—			—			—			485			4,459
		Total revenues		138,856			351			49,748		5,263			—			—			24,913			219,131
Expenses:
	Rental operations			34,505			19			149		342			—			—			2,478			37,493
	Real estate taxes			11,868			11			1,727		777			—			—			3,500			17,883
	Depreciation and amortization			39,378			120			9,516		2,771			—			—			7,627			59,412
	General and administrative			13,278			—			200		—			—			—			22			13,500
		Total expenses		99,029			150			11,592		3,890			—			—			13,627			128,288
		Income from
		operations		39,827			201			38,156		1,373			—			—			11,286			90,843
	Equity in net income of unconsolidated partnership			119			—			—		—			—			—			—			119
	Interest income			1,333			—			—		—			—			—			—			1,333
	Interest expense			(23,226	)		(126	)		—		(996	)		(11,744	)		—			(2,141	)		(38,233	)
		Income (loss) before minority interests		18,053			75			38,156		377			(11,744	)		—			9,145			54,062
		Minority interest in consolidated partnerships		267			—			—		—			—			—			—			267
	Minority interests operating partnerships			(1,274	)		—			—		—			—			(1,388	)		—			(2,662	)(EE)
	Net income (loss)		$	17,046		$	75		$	38,156	$	377		$	(11,744	)	$	(1,388	)	$	9,145		$	51,667
Pro forma earnings per share — basic(GG)			$	0.44																			$	1.08
Pro forma earnings per share — diluted(GG)			$	0.44																			$	1.06
Pro forma weighted average common shares outstanding — basic(GG)				38,913,103																				47,988,103
Pro forma weighted average common shares outstanding — diluted(GG)				42,091,195																				51,166,195

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

6

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 BioMed Realty Trust, Inc. (the “Company”) reflects adjustments for completed and probable acquisitions, the Company’s public offering of common shares, which was completed on May 16, 2006, and related transactions as if all of the following occurred on March 31, 2006:

•  The acquisition of the 58 Charles Street property for approximately $13,175,000, which occurred on April 7, 2006;

•  The acquisition of the HGSI properties for approximately $428,000,000, including closing costs and an advisory fee to Raymond James & Associates, Inc. of $1,000,000, which occurred on May 24, 2006;

•  The probable acquisition of the Road to the Cure property for approximately $23,328,000. In addition to cash paid, consideration also includes the estimated assumption of $15,800,000 of mortgage notes payable;

•  The probable acquisition of the One Research Way property for approximately $8,206,000;

•  Borrowings of $150,000,000 on a secured bridge loan facility and approximately $27,595,000 on the Company’s unsecured line of credit. This debt was incurred to partially fund the acquisition of the HGSI properties; and

•  Public offering of 9,075,000 common shares at $28.65 per share, with net proceeds of approximately $249,099,000.

      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, 2006, 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, 2006 are as follows:

      (A) Reflects the acquisition of the HGSI properties from HGSI, a third party, which occurred on May 24, 2006, for approximately $428,000,000, including closing costs, consisting of cash payments of $428,000,000 (see Note C for discussion of funding):

      The Company closed on its acquisition of the HGSI properties on May 24, 2006, and used the net proceeds from the offering of its common stock and borrowings on a secured bridge loan facility and its unsecured line of credit to fund the purchase price of this acquisition. The HGSI properties were acquired through a sale leaseback transaction whereby the HGSI properties have been leased on a long-term basis immediately after acquisition to a single tenant (HGSI, the seller lessee) under net leases that

7

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

transfer all of the properties’ nonfinancial operating and holding costs to HGSI. The purchase price for this acquisition exceeded 20% of the Company’s total assets at December 31, 2005.

      Set forth below is certain condensed financial information of HGSI which is taken from its Annual Report on Form 10-K for the year ended December 31, 2005, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, as filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Exchange Act”). The information and financial data contained herein concerning HGSI was obtained and has been condensed from its public filings under the Exchange Act. The Company can make no representation as to the accuracy and completeness of the public filings of HGSI. It should be noted that HGSI has no duty, contractual or otherwise, to advise us of any events which might have occurred subsequent to the date of such publicly available information which could affect the significance or accuracy of such information.

      HGSI is subject to the information filing requirements of the Exchange Act, and, in accordance herewith, is obligated to file periodic reports, proxy statements and other information with the Securities and Exchange Commission relating to its business, financial condition and other matters. Such reports, proxy statements and other information may be inspected at the offices of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549.

      The following table summarizes the cash, cash equivalents, short-term investments, marketable securities and restricted investments, total assets, total debt and capital lease, less current portion, revenue — research and development contracts, total costs and expenses, income (loss) from operations and net income(loss) for HGSI as of or for the most recent fiscal year end and quarter end (dollars in thousands):

	As of or for			As of or for
	the fiscal year			the quarter
	ended			ended
	December 31, 2005			March 31, 2006
Cash, cash equivalents, short-term investments, marketable securities and restricted investments	$	646,220		$	580,397
Total assets		997,046			933,675
Total debt and capital lease, less current portion		510,000			510,000
Revenue — research and development contracts		19,113			6,840
Total costs and expenses		270,783			71,798
Income (loss) from operations		(251,670	)		(64,958	)
Net income (loss)		(239,439	)		(62,139	)

      (B) Reflects the acquisition of three other properties from third parties subsequent to March 31, 2006 (including the acquisition of the 58 Charles Street property on April 7, 2006 and the probable acquisitions of the Road to the Cure and One Research Way properties for which purchase and sale agreements have been entered into). Consideration paid or to be paid consists of cash payments of $44,709,000 (financed by borrowings on the existing unsecured line of credit of $12,906,000 and cash on hand of $16,003,000) and includes the assumption of mortgage notes

8

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

payable in the amount of $15,800,000 (excluding $422,000 of debt premium) for the Road to the Cure acquisition:

	58 Charles Street		Road to the Cure			One Research Way		Total
Investment in real estate, net	$	11,823	$	21,715			8,206		$	41,744
Intangible assets(1)		1,352		2,557			—			3,909
Acquired debt premium(2)		—		(422	)		—			(422	)
Acquired below market leases(3)		—		(522	)		—			(522	)
Net assets acquired	$	13,175	$	23,328			8,206		$	44,709

(1)	A portion of the purchase price has been allocated to identified intangible assets for an above-market lease in the amount of $164,000, which is amortized to rental income over the remaining non-cancelable term of the lease, and the value of in-place leases and management fees in the amount of $3,745,000 which are amortized to depreciation and amortization expense over the remaining initial lease term and any fixed rate renewal periods of the respective leases.
(2)	Debt premiums are recorded upon assumption of mortgages at the time of acquisition to account for above-market interest rates. Amortization of this premium is recorded as a reduction to interest expense over the remaining term of the respective mortgage.
(3)	A portion of the purchase price has been allocated to an identified intangible liability for a below-market lease in the amount of $522,000, which is amortized to rental income over the remaining initial lease term and any fixed rate renewal periods of the lease.

      (C) To fund the acquisition of the HGSI properties, the Company incurred the following indebtedness:

	Principal		Loan
	Amount		Fees
Unsecured line of credit	$	14,689	$	—
Secured bridge loan		150,000		150
Total	$	164,689	$	150

      (D) Sale of 9,075,000 shares of common stock for $28.65 per share in the offering:

Proceeds from the offering		$	259,999
Less costs associated with the offering (including underwriters’ discount of $10,400)			(10,900	)
	Net cash proceeds	$	249,099

9

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

2. Pro Forma Consolidated Statements of Income

      The adjustments to the pro forma consolidated statements of income for the three months ended March 31, 2006 and for the year ended December 31, 2005 are as follows:

      Adjustments (AA) through (GG) inclusive relate to the pro forma adjustments made to give effect to the acquired properties in accordance with Regulation S-X Rule 11-02. Specifically the 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. The related management fee revenues and expenses have either been included or excluded from the historical 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 acquisitions of the Fairview Avenue property for approximately $2,700,000, which occurred on January 12, 2006, and the 900 Uniqema Boulevard property for approximately $4,800,000, which occurred on January 13, 2006:

			For the Three Months Ended March 31, 2006
								Adjustments
								Resulting from
			Fairview					Purchasing			Pro Forma
			Avenue		900 Uniqema			the Properties			Adjustment
			(4)
Revenues:
	Rental(1)		$	—	$	17		$	(4	)	$	13
	Tenant recoveries			—		1			—			1
	Other income			—		—			—			—
		Total revenues		—		18			(4	)		14
Expenses:
	Rental operations			—		1			—			1
	Real estate taxes			—		—			—			—
	Depreciation and amortization(2)			—		—			5			5
		Total expenses		—		1			5			6
		Income from operations		—		17			(9	)		8
		Interest expense(3)		—		(7	)		2			(5	)
		Net income (loss) before minority interest	$	—	$	10		$	(7	)	$	3

10

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

			For the Year Ended December 31, 2005
								Adjustments
								Resulting from
			Fairview					Purchasing			Pro Forma
			Avenue		900 Uniqema			the Properties			Adjustment
			(4)
Revenues:
	Rental(1)		$	—	$	411		$	(89	)	$	322
	Tenant recoveries			—		29			—			29
	Other income			—		—			—			—
		Total revenues		—		440			(89	)		351
Expenses:
	Rental operations			—		19			—			19
	Real estate taxes			—		11			—			11
	Depreciation and amortization(2)			—		—			120			120
		Total expenses		—		30			120			150
		Income from operations		—		410			(209	)		201
		Interest expense(3)		—		(159	)		33			(126	)
		Net income (loss) before minority interest	$	—	$	251		$	(176	)	$	75

(1)	The pro forma adjustment to rental revenue is directly attributable to the acquisition of the operating property and consists of amounts related to above market leases, which are being amortized over the remaining initial lease term and any fixed rate renewal periods of the respective leases in accordance with Statement of Financial Accounting Standards No. 141,Business Combinations (“SFAS 141”).
(2)	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 initial lease term and any fixed rate renewal periods of the respective leases and management agreements.
(3)	The pro forma adjustment to interest expense is due to the amortization of debt premiums that were recorded upon assumption of the mortgage notes to account for above-market interest rates. This adjustment reduces interest expense over the remaining terms of the respective mortgages using the effective interest method.
(4)	The Fairview Avenue property acquisition consists of land under development, which was nonoperating on the date of acquisition.

11

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

(BB)  Reflects the acquisition of the HGSI properties, which occurred on May 24, 2006:

			For the Three Months Ended March 31, 2006
			Historical			Adjustments
			Revenue and			Resulting from
			Certain			Purchasing		Pro Forma
			Expenses			the Properties		Adjustment
Revenues:
	Rental(1)		$	—		$	11,998	$	11,998
	Tenant recoveries(1)			—			439		439
		Total revenues		—			12,437		12,437
Expenses:
	Rental operations(1)			—			37		37
	Real estate taxes			432			—		432
	Depreciation and amortization(1)			—			2,379		2,379
	General and administrative(1)			—			50		50
		Total expenses		432			2,466		2,898
		Net income (loss) before minority interest	$	(432	)	$	9,971	$	9,539

			For the Year Ended December 31, 2005
			Historical			Adjustments
			Revenue and			Resulting from
			Certain			Purchasing		Pro Forma
			Expenses			the Properties		Adjustment
Revenues:
	Rental(1)		$	—		$	47,991	$	47,991
	Tenant recoveries(1)			—			1,757		1,757
		Total revenues		—			49,748		49,748
Expenses:
	Rental operations(1)			—			149		149
	Real estate taxes			1,727			—		1,727
	Depreciation and amortization(1)			—			9,516		9,516
	General and administrative(1)			—			200		200
		Total expenses		1,727			9,865		11,592
		Net income (loss) before minority interest	$	(1,727	)	$	39,883	$	38,156

(1)  The pro forma adjustment to rental revenue, tenant recoveries, rental operations, depreciation and amortization, and general and administrative expense are directly attributable to the sale leaseback of the owner occupied property. The adjustments are based upon terms of the leases entered into on May 24, 2006.

12

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

      (CC) Reflects the other subsequent acquisition of the 58 Charles Street property, which occurred on April 7, 2006, and the probable acquisition of the Road to the Cure and One Research Way properties:

			For the Three Months Ended March 31, 2006
										Adjustments
										Resulting from
										Purchasing			Pro Forma
			58 Charles Street		Road to the Cure			One Research Way		the Properties			Adjustment
Revenues:
	Rental(1)		$	257	$	556		$	173	$	58		$	1,044
	Tenant recoveries(2)			107		9			92		64			272
	Other income			—		—			—		—			—
		Total revenues		364		565			265		122			1,316
Expenses:
	Rental operations			72		9			5		—			86
	Real estate taxes(3)			43		—			87		64			194
	Depreciation and amortization(4)			—		—			—		693			693
		Total expenses		115		9			92		757			973
		Income from operations		249		556			173		(635	)		343
	Interest expense(5)			—		(263	)		—		14			(249	)
		Net income (loss) before minority interest	$	249	$	293		$	173	$	(621	)	$	94

13

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

			For the Year Ended December 31, 2005
										Adjustments
										Resulting from
										Purchasing			Pro Forma
			58 Charles Street		Road to the Cure			One Research Way		the Properties			Adjustment
Revenues:
	Rental(1)		$	1,031	$	2,222		$	692	$	230		$	4,175
	Tenant recoveries(2)			430		34			367		257			1,088
	Other income			—		—			—		—			—
		Total revenues		1,461		2,256			1,059		487			5,263
Expenses:
	Rental operations			288		34			20		—			342
	Real estate taxes(3)			173		—			347		257			777
	Depreciation and amortization(4)			—		—			—		2,771			2,771
		Total expenses		461		34			367		3,028			3,890
		Income from operations		1,000		2,222			692		(2,541	)		1,373
Interest expense(5)				—		(1,052	)		—		56			(996	)
		Net income (loss) before minority interest	$	1,000	$	1,170		$	692	$	(2,485	)	$	377

(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 initial lease term and any fixed rate renewal periods of the respective leases in accordance with SFAS 141.
(2)	The pro forma tenant recovery revenue adjustment is based upon 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 Company’s acquisition of the properties by the Company that may result in a reassessment by the taxing authorities based on the purchase price of the properties.
(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 initial lease term and any fixed rate renewal periods of the respective leases and management agreements.
(5)	The pro forma adjustment to interest expense is due to the amortization of debt premiums that were recorded upon assumption of the mortgage notes to account for above-market interest rates. This adjustment reduces interest expense over the remaining terms of the respective mortgages using the effective interest method. Also includes amortization of deferred loan fees, including loan assumption fees, incurred in obtaining long-term financing, which are capitalized and amortized to interest expense over the terms of the related loans using the effective-interest method.

14

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

      (DD)Reflects the interest expense as a result of debt incurred in connection with the acquisitions:

						Interest Expense
						For the Three
	Principal					Months Ended		For the Year Ended
	Amount		Interest Rate			March 31, 2006		December 31, 2005
Unsecured line of credit(1)	$	27,595		6.41	%	$	442	$	1,769
Secured bridge loan(2)		150,000		6.55	%		2,456		9,825
Amortization of loan fees		—					150		150
	$	177,595				$	3,048	$	11,744

(1)

Borrowings consist of $14,689,000 for the acquisition of the HGSI properties and $12,906,000 for the acquisition of the 58 Charles Street and One Research Way properties. Borrowings under the unsecured line of credit bear interest at a rate of LIBOR (assumed one month LIBOR on May 3, 2006) plus a margin, which can vary between 120 basis points and 200 basis points depending on the overall leverage of the Company. A margin of 135 basis points was assumed based upon the pro forma leverage of the Company. If LIBOR increased or decreased by 0.125%, the estimated interest expense could increase or decrease by approximately $34,000 annually.

(2)

Borrowings under the secured bridge loan bear interest at a rate of LIBOR (assumed three month LIBOR on May 3, 2006) plus 140 basis points. If LIBOR increased or decreased by 0.125%, the estimated interest expense could increase or decrease by approximately $187,500 annually.

      (EE) Allocate minority interest in net income:

		For the Three
		Months Ended			For the Year Ended
		March 31, 2006			December 31, 2005
Total income before allocation to minority interest		$	11,284		$	54,062
	Minority interest in loss of King of Prussia		54			267
Adjusted income before allocation to minority interest of operating partnership		$	11,338		$	54,329
Weighted average percentage allocable to minority interest of operating partnership			4.90	%		4.90	%
		$	(556	)	$	(2,662	)

      (FF) Reflects the 2005 acquisitions from January 1, 2005 through the respective date of acquisition as follows: Waples for approximately $5,377,000, which occurred on March 1, 2005; Bridgeview II for approximately $16,218,000, which occurred on March 16, 2005; Graphics Drive for approximately $7,787,000, which occurred on March 17, 2005; Coolidge Avenue for approximately $10,839,000, which occurred on April 5, 2005; Fresh Pond Research Park for approximately $20,802,000, which occurred on April 5, 2005; Phoenixville for approximately $13,247,000, which occurred on April 5, 2005; and Nancy Ridge for approximately 12,892,000, which occurred on April 21, 2005. Consideration paid for the Nancy Ridge acquisition also included the assumption of $7,769,000 of a mortgage note payable (including premium of $768,000) and a $1,177,000 deposit for loan impounds was made by the Company. Also included is the acquisition of Dumbarton Circle for approximately $6,318,000, excluding $2,640,000 paid into escrow for tenant construction

15

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

allowance, which occurred on May 27, 2005; and the Lyme Portfolio for approximately $525,658,000, 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 approximately $141,748,000 of mortgage notes payable (including premium of approximately $10,544,000); the acquisition of the Kaiser Drive property for approximately $9,523,000, which occurred on August 25, 2005; the acquisition of Faraday Avenue for approximately $8,560,000, which occurred on September 19, 2005; the acquisition of 1000 Uniqema Boulevard for approximately $16,303,000, which occurred on September 30, 2005; the acquisition of George Patterson Boulevard for approximately $15,188,000, which occurred on October 28, 2005; the acquisition of Eccles Avenue for approximately $26,032,000, which occurred on December 1, 2005; and the acquisition of Colorow Drive for approximately $19,369,000, which occurred on December 22, 2005:

			For the Year Ended December 31, 2005
			Historical
			Revenue and			Adjustments
			Certain Expenses			Resulting from
			through the Date			Purchasing			Pro Forma
			of Acquisition			the Properties			Adjustment
Revenues:
	Rental(1)		$	18,031		$	842		$	18,873
	Tenant recoveries(2)			4,245			1,310			5,555
	Other income			485			—			485
		Total revenues		22,761			2,152			24,913
Expenses:
	Rental operations(3)			2,329			149			2,478
	Real estate taxes(4)			2,246			1,254			3,500
	Depreciation and amortization(5)			—			7,627			7,627
	General and administrative			22			—			22
		Total expenses		4,597			9,030			13,627
		Income from operations		18,164			(6,878	)		11,286
	Interest expense(6)			(2,333	)		192			(2,141	)
		Net income (loss) before minority interest	$	15,831		$	(6,686	)	$	9,145

(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 initial lease term and any fixed rate renewal periods of the respective leases in accordance with SFAS 141.
(2)	The pro forma tenant recovery revenue adjustment is based upon an assignment of pre-existing management agreements with certain tenants, as contractually entered into with the execution of the purchase and sale agreement. Also includes amounts to be received from tenants related to the pro forma adjustment to real estate taxes expense.

16

BIOMED REALTY TRUST, INC.

NOTES TO PRO FORMA CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF INCOME — (Continued)

(3)	The pro forma adjustment to rental operations expense includes amounts related to expenses associated with self-managed properties.
(4)	The pro forma adjustment to real estate taxes expense relates to the increase in property taxes due to the acquisition of the properties by the Company that may result in a reassessment by the taxing authorities based on the purchase price of the properties.
(5)	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 initial lease term and any fixed rate renewal periods of the respective leases and management agreements.
(6)	The pro forma adjustment to interest expense is due to the amortization of debt premiums that were recorded upon assumption of the mortgage notes to account for above-market interest rates. This adjustment reduces interest expense over the remaining terms of the respective mortgages using the effective interest method. Also includes amortization of deferred loan fees, including loan assumption fees, incurred in obtaining long-term financing, which are capitalized and amortized to interest expense over the terms of the related loans using the effective-interest method.

      (GG) The following is a reconciliation to net income:

		For the Three Months Ended				For the Year Ended
		March 31, 2006				December 31, 2005
		Historical		Pro Forma		Historical		Pro Forma
Net income attributable to common shares		$	4,474	$	10,782	$	17,046	$	51,667
	Minority interests in operating partnership(1)		276		556		1,274		2,662
Adjusted net income attributable to common shares		$	4,750	$	11,338	$	18,320	$	54,329
Weighted-average common shares outstanding:
	Basic(2)		46,369,605		55,444,605		38,913,103		47,988,103
	Diluted(2)		49,518,010		58,593,010		42,091,195		51,166,195
Pro forma earnings per share — basic		$	0.10	$	0.19	$	0.44	$	1.08
Pro forma earnings per share — diluted		$	0.10	$	0.19	$	0.44	$	1.06

(1)	Does not include minority interest in the loss for the limited partner’s interest in the King of Prussia property of $54,000, $54,000, $267,000 and $267,000, respectively.
(2)	Pro forma shares include 9,075,000 shares outstanding due to the Company’s offering of common stock.

17