UNITED STATES
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

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.)

(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):

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

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

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

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

 

 

Item 9.01 Financial Statements and Exhibits.

Explanatory Note:

          On September 22, 2010, BioMed Realty Trust, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission, which included certain financial statements and related notes for the Gateway Business Park and Science Center at Oyster Point life science campuses in South San Francisco, California (the “South San Francisco Properties”) and the Company’s pro forma financial information and related notes for completed acquisitions of identified properties, including the South San Francisco Properties. The Company completed the acquisition of the South San Francisco Properties on October 26, 2010, which was funded by borrowings on the Company’s unsecured line of credit. The interest rate swap was not assumed in connection with the close of the acquisition. This Current Report on Form 8-K updates the financial statements and related notes as of and for the nine months ended September 30, 2010 for the South San Francisco Properties and the Company’s pro forma financial information and related notes for completed acquisitions through September 30, 2010. This Current Report on Form 8-K also includes BioMed Realty, L.P.’s pro forma financial information and related notes for completed acquisitions through September 30, 2010, including the South San Francisco Properties.

(a) Financial statements:

Chamberlin Portfolio (Referred to as the South San Francisco Properties herein)
Report of Independent Auditor.
Combined Statements of Revenue and Certain Expenses for the nine months ended September 30, 2010 (unaudited) and for the year ended December 31, 2009.
Notes to Statements of Revenues and Certain Expenses.
(b) Pro forma financial information:
BioMed Realty Trust, Inc.:
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2010.
Unaudited Pro Forma Consolidated Statement of Income of BioMed Realty Trust, Inc. for the nine months ended September 30, 2010.
Unaudited Pro Forma Consolidated Statement of Income of BioMed Realty Trust, Inc. for the year ended December 31, 2009.
Notes to Pro Forma Consolidated Balance Sheet and Statements of Income.
BioMed Realty, L.P.:
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2010.
Unaudited Pro Forma Consolidated Statement of Income of BioMed Realty, L.P. for the nine months ended September 30, 2010.
Unaudited Pro Forma Consolidated Statement of Income of BioMed Realty, L.P. for the year ended December 31, 2009.
Notes to Pro Forma Consolidated Balance Sheet and Statements of Income.
EX-23.1

(d) Exhibits:

Exhibit Number		Description of Exhibit
23.1		Consent of KPMG LLP, independent registered public accounting firm.

Independent Auditor’s Report

The Board of Directors

BioMed Realty Trust, Inc.:

We have audited the accompanying combined statement of revenue and certain expenses of the Chamberlin Portfolio (the Portfolio) for the year ended December 31, 2009. This combined statement is the responsibility of the management of BioMed Realty Trust, Inc. Our responsibility is to express an opinion on this combined 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement. We believe that our audit provides a reasonable basis for our opinion.

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

In our opinion, the combined statement of revenue and certain expenses referred to above presents fairly, in all material respects, the combined revenue and certain expenses described in note 1 of the Chamberlin Portfolio for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

San Diego, California

September 21, 2010

CHAMBERLIN PORTFOLIO
COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES
(In thousands)

		Nine Months
		Ended				Year Ended
		September 30, 2010				December 31, 2009
		(Unaudited)
Revenue:
Rental		$	18,147			$	18,484
Tenant recoveries			2,394				2,609
Other			8				20
Total revenue			20,549				21,113
Certain expenses:
Rental operations			1,459				1,627
Real estate taxes			930				982
Total certain expenses			2,389				2,609
Income from operations			18,160				18,504
(Loss)/gain on derivative instrument (Note 5)			(3,529	)			129
Revenue in excess of certain expenses		$	14,631			$	18,633

See accompanying notes to statements of revenue and certain expenses.

CHAMBERLIN PORTFOLIO

NOTES TO COMBINED STATEMENTS OF REVENUE AND CERTAIN
EXPENSES
Nine Months Ended September 30, 2010 (unaudited) and Year Ended
December 31, 2009
(Tabular amounts in thousands)

(1) Basis of Presentation

     The accompanying combined statements of revenue and certain expenses of the Chamberlin Portfolio are comprised of eight properties at the Science Center at Oyster Point and Gateway Business Park in South San Francisco, California (the “Portfolio”). The Portfolio represents approximately 489,000 total rentable square feet of office and laboratory space. The eight properties are 100% leased to 3 tenants.

     The Portfolio is owned by Chamberlin Associates (Chamberlin) and certain of its affiliates. A wholly owned subsidiary of BioMed Realty Trust, Inc. plans to acquire the portfolio for approximately $298 million plus closing costs. The purchase price includes a cash payment of $290.3 million and the expected assumption of an estimated $7.9 million interest rate swap liability (see Note 5). The purchase is expected to be consummated during the fourth quarter of 2010. The accompanying combined statements of revenue and certain expenses include the accounts of the Portfolio except as listed below, and all significant intercompany amounts have been eliminated.

     The accompanying combined statements of revenue and certain expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission for the acquisition of one or more real estate properties which in aggregate are significant. The Portfolio is considered a group of related properties as the individual properties are under common control and management by the Seller and the acquisition of a single property in the Portfolio was conditional on the acquisition of the other properties. Therefore, a single combined statements of revenue and certain expenses is presented. The combined statement of revenue and certain expenses excludes the following expenses and, as a result, may not be reflective of the proposed future operations of the Portfolio:

•		Depreciation and amortization
•		Income taxes
•		Interest expense
•		Payroll and other costs not directly related to the proposed future operations of the Portfolio

     Management is not aware of any material factors relating to the Portfolio other than those already described above that would cause the reported financial information not to be necessarily indicative of future operating results.

(2) Summary of Significant Accounting Policies and Practices

(a) Revenue Recognition

     Rental revenue is recognized on a straight-line basis over the term of the respective leases. The straight-line rent adjustment for minimum rents decreased base contractual rental revenue by $2.0 million and $2.5 million, respectively, for the nine months ended September 30, 2010 and for the year ended December 31, 2009. Tenant reimbursements for real estate taxes, management fees (see Note 4) and common area maintenance costs are recognized in the period the expenses are incurred and billed to tenants pursuant to the corresponding lease agreements.

(b) Use of Estimates

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

(c) Unaudited Interim Combined Statements

     The combined statements of revenue and certain expenses and associated footnote disclosures for the nine months ended September 30, 2010 are unaudited. In the opinion of management, the statement and disclosures reflect all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

(3) Minimum Future Lease Rentals

     Minimum rents to be received under non-cancelable lease agreements as of December 31, 2009, with terms ranging from one year to 14 years are as follows:

Year
2010		$	26,628
2011			27,136
2012			27,038
2013			16,303
2014			15,764
Thereafter			126,485
		$	239,354

(4) Management fees

     Rental operations expense includes fees charged for property management services provided by Chamberlin to the properties in the amount of $648,000 and $656,000, respectively, for the nine months ended September 30, 2010 and for the year ended December 31, 2009.

(5) Derivative instrument

     An interest rate swap liability with a fair-value of approximately $7.9 million as of September 30, 2010 is expected to be assumed in conjunction with the acquisition of the portfolio. The related debt, previously hedged by this interest rate swap will not be assumed. Accordingly, the combined statements of revenue and certain expenses include a (loss)/gain on derivative instrument related to changes in the fair-value of the interest rate swap for the periods presented.

(6) Concentration of Credit Risk

     For the year ended December 31, 2009, one tenant, Elan Pharmaceuticals, Inc. accounted for approximately 91.4% of rental revenues.

(7a) Subsequent Events

      The Company has evaluated subsequent events related to the Portfolio for recognition or disclosure through September 21, 2010, which is the date the combined statements of revenue and certain expenses was available to be issued, and determined that there are no other items to disclose.

(7b) Subsequent Events (unaudited)

     The Company completed the acquisition of the Portfolio on October 26, 2010, which was funded by borrowings on the Company’s unsecured line of credit. The interest rate swap was not assumed in connection with the close of the acquisition. For purposes of the unaudited interim nine month period ended September 30, 2010, the Company has evaluated subsequent events related to the Portfolio for recognition or disclosure through November 15, 2010, which is the date the combined statement of revenue and certain expenses was available to be issued, and determined that there were no other items to disclose.

INDEX TO FINANCIAL STATEMENTS

		Page
BioMed Realty Trust, Inc.:
Unaudited Pro Forma Consolidated Financial Statements:
Pro Forma Consolidated Balance Sheet as of September 30, 2010		F-7
Pro Forma Consolidated Statement of Income for the nine months ended September 30, 2010		F-8
Pro Forma Consolidated Statement of Income for the year ended December 31, 2009		F-9
Notes to Pro Forma Consolidated Balance Sheet and Statements of Income		F-10

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 September 30, 2010, and for the nine months ended September 30, 2010 and the year ended December 31, 2009, are presented as if the completed acquisition of the following properties had occurred on September 30, 2010 for the pro forma consolidated balance sheet, and on January 1, 2009 for the unaudited pro forma consolidated statements of income:

	•		The acquisition of 55 and 65 West Watkins for approximately $14.4 million, which occurred on February 23, 2010;
	•		The acquisition of Gazelle Court for approximately $11.6 million, which occurred on March 30, 2010;
	•		The acquisition of Medical Center Drive for approximately $53.0 million, which occurred on May 3, 2010;
	•		The acquisition of 50 West Watkins for approximately $14.2 million, which occurred on May 7, 2010;
	•		The acquisition of 4775 and 4785 Executive Drive for approximately $27.3 million, which occurred on July 15, 2010;
	•		The acquisition of 3500 Paramount Parkway for approximately $17.5 million, which occurred on July 20, 2010;
	•		The acquisition of 11838 Sorrento Valley Road for approximately $12.4 million, which occurred on September 10, 2010;
	•		The acquisition of 4570 Executive Drive for approximately $63.5 million, which occurred on September 17, 2010;
	•		The acquisition of 10240 Science Center Drive for approximately $17.8 million, which occurred on September 23, 2010;
	•		The acquisition of a nine-building business park located between Roselle Street and Flintkote Avenue in Sorrento Valley for approximately $29.4 million, including the assumption of a mortgage note of approximately $13.3 million, which occurred on October 15, 2010;
	•		The acquisition of 11404 and 11408 Sorrento Valley Road for approximately $9.9 million, which occurred on October 18, 2010; and
	•		The acquisition of the Chamberlin Portfolio for approximately $298.0 million, which occurred on October 26, 2010.

     The unaudited pro forma consolidated financial statements should be read in conjunction with the consolidated historical financial statements of the Company and the notes thereto, included in the Company’s Form 10-K for the year ended December 31, 2009, and its Form 10-Q for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission.

     The 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 actual acquisitions, nor do they purport to project the Company’s financial position or results of operations as of any future date or any future period. In addition, the pro forma consolidated financial statements include pro forma allocations of the purchase price of the completed acquisition of the above properties in some cases based upon preliminary estimates of the fair-value of the assets and liabilities acquired in connection with the acquisition. These allocations may be adjusted in the future upon completion of the acquisition and finalization of these preliminary estimates.

BIOMED REALTY TRUST, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

September 30, 2010
(Unaudited)
(In thousands)

						Chamberlin				Other				Pro Forma
						Portfolio				Subsequent				BioMed Realty
		September 30, 2010				Acquisition				Acquisitions				Trust, Inc.
						(A)				(B)
ASSETS
Investment in real estate, net		$	3,207,957			$	240,254			$	36,059			$	3,484,270
Investment in unconsolidated partnerships			58,565				—				—				58,565
Cash and cash equivalents			20,687				—				—				20,687
Restricted cash			12,384				—				—				12,384
Accounts receivable, net			7,333				—				—				7,333
Accrued straight-line rents, net			102,567				—				—				102,567
Acquired above-market leases, net			3,796				28,783				842				33,421
Deferred leasing costs, net			88,828				29,016				3,383				121,227
Deferred loan costs, net			12,394				—				—				12,394
Other assets			58,042				(5,001	)			(1,265	)			51,776
Total assets		$	3,572,553			$	293,052			$	39,019			$	3,904,624
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net		$	662,522			$	—			$	13,771			$	676,293
Exchangeable senior notes due 2026, net			19,432				—				—				19,432
Exchangeable senior notes due 2030			180,000				—				—				180,000
Unsecured senior notes due 2020, net			247,523				—				—				247,523
Unsecured line of credit			14,050				292,999				24,666				331,715
Security deposits			10,883				—				—				10,883
Dividends and distributions payable			26,992				—				—				26,992
Accounts payable, accrued expenses, and other liabilities			75,319												75,319
Derivative instruments			5,453				—				—				5,453
Acquired lease obligations, net			8,031				53				582				8,666
Total liabilities			1,250,205				293,052				39,019				1,582,276
Equity:
Stockholders’ equity:
Preferred stock			222,413												222,413
Common stock			1,308				—				—				1,308
Additional paid-in capital			2,369,952				—				—				2,369,952
Accumulated other comprehensive loss			(73,840	)			—				—				(73,840	)
Dividends in excess of earnings			(207,419	)			—				—				(207,419	)
Total stockholders’ equity			2,312,414				—				—				2,312,414
Noncontrolling interests			9,934				—				—				9,934
Total equity			2,322,348				—				—				2,322,348
Total liabilities and stockholders’ equity		$	3,572,553			$	293,052			$	39,019			$	3,904,624

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 Nine Months Ended September 30, 2010
(Unaudited)
(In thousands, except per share data)

						First,
						Second and
						Third																Pro Forma
						Quarter				Chamberlin				Other				Other				BioMed
						2010				Portfolio				Subsequent				Financing				Realty
		September 30, 2010				Acquisitions				Acquisition				Acquisitions				Transactions				Trust, Inc.
						(AA)				(BB)				(CC)				(DD)
Revenues:
Rental		$	215,950			$	7,575			$	16,283			$	2,320			$	—			$	242,128
Tenant recoveries			63,823				2,090				3,725				688				—				70,326
Other income			1,628				—				8				—				—				1,636
Total revenues			281,401				9,665				20,016				3,008				—				314,090
Expenses:
Rental operations			54,926				1,344				1,459				659				—				58,388
Real estate taxes			26,832				1,235				2,261				325				—				30,653
Depreciation and amortization			83,159				4,837				10,630				2,020				—				100,646
General and administrative			19,523				—				—				—				—				19,523
Acquisition related expenses			2,388				—				—				—				—				2,388
Total expenses			186,828				7,416				14,350				3,004				—				211,598
Income from operations			94,573				2,249				5,666				4				—				102,492
Equity in net loss of unconsolidated partnerships			(686	)			—				—				—				—				(686	)
Interest income			126				—				—				—				—				126
Interest expense			(64,719	)			—				—				(104	)			(3,335	)			(68,158	)
Loss on derivative instruments			(634	)			—				—				—				—				(634	)
Loss on extinguishment of debt			(2,286	)			—				—				—				—				(2,286	)
Net income			26,374				2,249				5,666				(100	)			(3,335	)			30,854
Net income attributable to noncontrolling interests			(321	)			—				—				—				—				(321	)
Net income attributable to Company			26,053				2,249				5,666				(100	)			(3,335	)			30,533
Preferred stock dividends			(12,722	)			—				—				—				—				(12,722	)
Net income available to common stockholders		$	13,331			$	2,249			$	5,666			$	(100	)		$	(3,335	)		$	17,811
Net income per share available to common stockholders:
Basic and diluted earnings per share		$	0.12																			$	0.16
Weighted-average common shares outstanding:
Basic			107,003,096																				107,003,096
Diluted			110,028,740																				110,028,740

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, 2009
(Unaudited)
(In thousands, except per share data)

						First,
						Second and Third																Pro Forma
						Quarter				Chamberlin				Other				Other				BioMed
		December 31,				2010				Portfolio				Subsequent				Financing				Realty
		2009				Acquisitions				Acquisition				Acquisitions				Transaction				Trust, Inc.
						(AA)				(BB)				(CC)				(DD)
Revenues:
Rental		$	269,901			$	14,349			$	16,405			$	2,932			$	—			$	303,587
Tenant recoveries			77,406				4,102				4,643				918				—				87,069
Other income			13,859				—				20				—				—				13,879
Total revenues			361,166				18,451				21,068				3,850				—				404,535
Expenses:
Rental operations			73,213				2,264				1,627				878				—				77,982
Real estate taxes			31,611				2,391				3,016				433				—				37,451
Depreciation and amortization			109,620				8,697				12,331				2,693				—				133,341
General and administrative			22,455				—				—				—				—				22,455
Acquisition related expenses			464				—				700				196				—				1,360
Total expenses			237,363				13,352				17,674				4,200				—				272,589
Income from operations			123,803				5,099				3,394				(350	)			—				131,946
Equity in net loss of unconsolidated partnerships			(2,390	)			—				—				—				—				(2,390	)
Interest income			308				—				—				—				—				308
Interest expense			(64,998	)			—				—				(624	)			(4,765	)			(70,387	)
Gain on derivative instruments			203				—				—				—				—				203
Gain on extinguishment of debt			3,264				—				—				—				—				3,264
Net income			60,190				5,099				3,394				(974	)			(4,765	)			62,944
Net income attributable to noncontrolling interests			(1,468	)			—				—				—				—				(1,468	)
Net income attributable to Company			58,722				5,099				3,394				(974	)			(4,765	)			61,476
Preferred stock dividends			(16,963	)			—				—				—				—				(16,963	)
Net income available to common stockholders		$	41,759			$	5,099			$	3,394			$	(974	)		$	(4,765	)		$	44,513
Net income per share available to common stockholders:
Basic and diluted earnings per share		$	0.45																			$	0.48
Weighted-average common shares outstanding:
Basic			91,011,123																				91,011,123
Diluted			91,851,002																				95,082,075

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 as if they occurred on September 30, 2010:

•		The acquisition of a nine-building business park located between Roselle Street and Flintkote Avenue in Sorrento Valley for approximately $29.4 million, including the assumption of a mortgage note of approximately $13.3 million, which occurred on October 15, 2010;
•		The acquisition of 11404 and 11408 Sorrento Valley Road for approximately $9.9 million, which occurred on October 18, 2010; and
•		The acquisition of the Chamberlin Portfolio for approximately $298.0 million, which occurred on October 26, 2010.

     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 transactions described above occurred on September 30, 2010, 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 September 30, 2010 are as follows:

     (A) Reflects the acquisition of the Chamberlin Portfolio from a third party that closed on October 26, 2010 for approximately $298.0 million, excluding closing costs, which was funded by borrowings on the Company’s unsecured line of credit and a reduction of $5.0 million in other assets related to a deposit previously paid for this acquisition:

Investment in real estate, net		$	240,254
Intangible assets (1)			57,799
Intangible liabilities(2)			(53	)
Net assets acquired		$	298,000

     (B) Reflects the other subsequent acquisitions of a nine-building business park located between Roselle Street and Flintkote Avenue in Sorrento Valley, which occurred on October 15, 2010, and 11404 and 11408 Sorrento Valley Road, which occurred on October 18, 2010, for an aggregate purchase price of approximately $39.3 million, including the assumption of a mortgage note payable in the amount of $13.3 million (including $436,000 of debt premium), which was funded by borrowings on the Company’s unsecured line of credit and a reduction of $1.3 million in other assets related to deposits previously paid for these acquisitions as of September 30, 2010:

Investment in real estate, net		$	36,059
Intangible assets (1)			4,225
Acquired debt premium(2)			(436	)
Intangible liabilities(3)			(582	)
Net assets acquired		$	39,266

2. Pro Forma Consolidated Statements of Income

     The adjustments to the pro forma consolidated statements of income for the nine months ended September 30, 2010 and for the year ended December 31, 2009 are as follows:

     Adjustments (AA) through (DD) 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. For properties that will be managed internally by us and 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.

          (AA) Reflects the acquisitions of 55 and 65 West Watkins on February 23, 2010, Gazelle Court on March 30, 2010 (non-operating as it was under development from the date of acquisition), Medical Center Drive on May 3, 2010, 50 West Watkins on May 7, 2010, 4775 and 4785 Executive Drive on July 15, 2010, 3500 Paramount Parkway on July 20, 2010, 11388 Sorrento Valley Road on September 10, 2010, 4570 Executive Drive on September 17, 2010, and 10240 Science Center Drive on September 23, 2010 for an aggregate purchase price of approximately $231.7 million as if they occurred on January 1, 2009. The Medical Center Drive acquisition was a sale leaseback transaction and the related pro forma adjustments include the rental revenue, tenant recoveries, and rental operations expense directly attributable to the sale leaseback of the owner occupied property based on the leases entered into on May 3, 2010.

		For the Nine Months Ended September 30, 2010
						Adjustments
						Resulting from
						Purchasing				Pro Forma
		Historical (1)				the Properties				Adjustment
Revenues:
Rental(2)		$	5,775			$	1,800			$	7,575
Tenant recoveries			1,539				551				2,090
Other income			—				—				—
Total revenues			7,314				2,351				9,665
Expenses:
Rental operations			1,208				136				1,344
Real estate taxes			733				502				1,235
Depreciation and amortization(3)			—				4,837				4,837
Total expenses			1,941				5,475				7,416
Net income		$	5,373			$	(3,124	)		$	2,249

		For the Year Ended December 31, 2009
						Adjustments
						Resulting from
						Purchasing				Pro Forma
		Historical (1)				the Properties				Adjustment
Revenues:
Rental(2)		$	8,035			$	6,314			$	14,349
Tenant recoveries			2,657				1,445				4,102
Total revenues			10,692				7,759				18,451
Expenses:
Rental operations			1,856				408				2,264
Real estate taxes			1,593				798				2,391
Depreciation and amortization(3)			—				8,697				8,697
Total expenses			3,449				9,903				13,352
Net income		$	7,243			$	(2,144	)		$	5,099

          (BB) Reflects the acquisition of the Chamberlin Portfolio from a third party that closed on October 26, 2010 for a purchase price of approximately $298.0 million, excluding closing costs, which was funded by borrowings on the Company’s unsecured line of credit, as if it closed on January 1, 2009:

		For the Nine Months Ended September 30, 2010
		Historical				Adjustments
		Revenue and				Resulting from
		Certain				Purchasing				Pro Forma
		Expenses (1)				the Properties				Adjustment
Revenues:
Rental(2)		$	18,147			$	(1,864	)		$	16,283
Tenant recoveries(3)			2,394				1,331				3,725
Other income			8				—				8
Total revenues			20,549				(533	)			20,016
Expenses:
Rental operations			1,459				—				1,459
Real estate taxes (4)			930				1,331				2,261
Depreciation and amortization(5)			—				10,630				10,630
Total expenses			2,389				11,961				14,350
Loss on derivative instrument(6)			(3,529	)			3,529				—
Net income (loss)		$	14,631			$	(8,965	)		$	5,666

		For the Year Ended December 31, 2009
		Historical				Adjustments
		Revenue and				Resulting from
		Certain				Purchasing				Pro Forma
		Expenses (1)				the Properties				Adjustment
Revenues:
Rental(2)		$	18,484			$	(2,079	)		$	16,405
Tenant recoveries(3)			2,609				2,034				4,643
Other income			20				—				20
Total revenues			21,113				(45	)			21,068
Expenses:
Rental operations			1,627				—				1,627
Real estate taxes (4)			982				2,034				3,016
Depreciation and amortization(5)			—				12,331				12,331
Acquisition related expenses(7)			—				700				700
Total expenses			2,609				15,065				17,674
Gain on derivative instrument(6)			129				(129	)			—
Net income (loss)		$	18,633			$	(15,239	)		$	3,394

          (CC) Reflects the other subsequent acquisitions of 11404 and 11408 Sorrento Valley Road on October 15, 2010 and a nine-building business park located between Roselle Street and Flintkote Avenue in Sorrento Valley on October 18, 2010 for an aggregate purchase price of $39.3 million and includes the assumption of a mortgage note payable in the amount of $13.3 million (including $436,000 of debt premium), with the remaining balance funded by borrowings on the Company’s unsecured line of credit:

		For the Nine Months Ended September 30, 2010
						Adjustments
						Resulting from
						Purchasing				Pro Forma
		Historical (1)				the Properties				Adjustment
Revenues:
Rental(2)		$	2,400			$	(80	)		$	2,320
Tenant recoveries(3)			606				82				688
Total revenues			3,006				2				3,008
Expenses:
Rental operations			659				—				659
Real estate taxes(4)			232				93				325
Depreciation and amortization(5)			—				2,020				2,020
Total expenses			891				2,113				3,004
Income from operations			2,115				(2,111	)			4
Interest expense(6)			(164	)			60				(104	)
Net income (loss)		$	1,951			$	(2,051	)		$	(100	)

		For the Year Ended December 31, 2009
						Adjustments
						Resulting from
						Purchasing				Pro Forma
		Historical (1)				the Properties				Adjustment
Revenues:
Rental(2)		$	2,795			$	137			$	2,932
Tenant recoveries(3)			808				110				918
Total revenues			3,603				247				3,850
Expenses:
Rental operations			878				—				878
Real estate taxes(4)			309				124				433
Depreciation and amortization(5)			—				2,693				2,693
Acquisition related expenses(7)			—				196				196
Total expenses			1,187				3,013				4,200
Income from operations			2,416				(2,766	)			(350	)
Interest expense(6)			(984	)			360				(624	)
Net income (loss)		$	1,432			$	(2,406	)		$	(974	)

		Interest Rate												Interest Expense
						For the Nine								For the Nine
		Principal				Months Ended				For the Year Ended				Months Ended				For the Year Ended
		Amount				September 30, 2010				December 31, 2009				September 30, 2010				December 31, 2009
Unsecured line of credit		$	317,665				1.4	%			1.5	%		$	3,335			$	4,765

INDEX TO FINANCIAL STATEMENTS

		Page
BioMed Realty, L.P.:
Unaudited Pro Forma Consolidated Financial Statements:
Pro Forma Consolidated Balance Sheet as of September 30, 2010			F-17
Pro Forma Consolidated Statement of Income for the nine months ended September 30, 2010			F-18
Pro Forma Consolidated Statement of Income for the year ended December 31, 2009			F-19
Notes to Pro Forma Consolidated Balance Sheet and Statements of Income			F-20

BIOMED REALTY, L.P.

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The unaudited pro forma consolidated financial statements of BioMed Realty, L.P., a Maryland limited partnership (the “Operating Partnership”), as of September 30, 2010, and for the nine months ended September 30, 2010 and the year ended December 31, 2009, are presented as if the completed acquisition of the following properties had occurred on September 30, 2010 for the pro forma consolidated balance sheet, and on January 1, 2009 for the unaudited pro forma consolidated statements of income:

•		The acquisition of 55 and 65 West Watkins for approximately $14.4 million, which occurred on February 23, 2010;
•		The acquisition of Gazelle Court for approximately $11.6 million, which occurred on March 30, 2010;
•		The acquisition of Medical Center Drive for approximately $53.0 million, which occurred on May 3, 2010;
•		The acquisition of 50 West Watkins for approximately $14.2 million, which occurred on May 7, 2010;
•		The acquisition of 4775 and 4785 Executive Drive for approximately $27.3 million, which occurred on July 15, 2010;
•		The acquisition of 3500 Paramount Parkway for approximately $17.5 million, which occurred on July 20, 2010;
•		The acquisition of 11838 Sorrento Valley Road for approximately $12.4 million, which occurred on September 10, 2010;
•		The acquisition of 4570 Executive Drive for approximately $63.5 million, which occurred on September 17, 2010;
•		The acquisition of 10240 Science Center Drive for approximately $17.8 million, which occurred on September 23, 2010;
•		The acquisition of a nine-building business park located between Roselle Street and Flintkote Avenue in Sorrento Valley for approximately $29.4 million, including the assumption of a mortgage note of approximately $13.3 million, which occurred on October 15, 2010;
•		The acquisition of 11404 and 11408 Sorrento Valley Road for approximately $9.9 million, which occurred on October 18, 2010;
•		The acquisition of the Chamberlin Portfolio for approximately $298.0 million, which occurred on October 26, 2010;

     The unaudited pro forma consolidated financial statements should be read in conjunction with the consolidated historical financial statements of the Operating Partnership and the notes thereto for the year ended December 31, 2009, included in the Operating Partnership’s General Form for Registration of Securities on Form 10 and its Form 10-Q for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission.

     The pro forma consolidated financial statements do not purport to represent the Operating Partnership’s financial position or the results of operations that would actually have occurred assuming the completion of the actual or proposed acquisitions, nor do they purport to project the Operating Partnership’s financial position or results of operations as of any future date or any future period. In addition, the pro forma consolidated financial statements include pro forma allocations of the purchase price of the completed acquisition of the above properties in some cases based upon preliminary estimates of the fair-value of the assets and liabilities acquired in connection with the acquisition. These allocations may be adjusted in the future upon completion of the acquisition and finalization of these preliminary estimates.

BIOMED REALTY, L.P.

PRO FORMA CONSOLIDATED BALANCE SHEET

September 30, 2010
(Unaudited)
(In thousands)

						Chamberlin				Other				Pro Forma
						Portfolio				Subsequent				BioMed Realty,
		September 30, 2010				Acquisition				Acquisitions				L.P.
						(A)				(B)
ASSETS
Investment in real estate, net		$	3,207,957			$	240,254			$	36,059			$	3,484,270
Investment in unconsolidated partnerships			58,565				—				—				58,565
Cash and cash equivalents			20,687				—				—				20,687
Restricted cash			12,384				—				—				12,384
Accounts receivable, net			7,333				—				—				7,333
Accrued straight-line rents, net			102,567				—				—				102,567
Acquired above-market leases, net			3,796				28,783				842				33,421
Deferred leasing costs, net			88,828				29,016				3,383				121,227
Deferred loan costs, net			12,394				—				—				12,394
Other assets			58,042				(5,001	)			(1,265	)			51,776
Total assets		$	3,572,553			$	293,052			$	39,019			$	3,904,624
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net		$	662,522			$	—			$	13,771			$	676,293
Exchangeable senior notes due 2026, net			19,432				—				—				19,432
Exchangeable senior notes due 2030			180,000				—				—				180,000
Unsecured senior notes due 2020, net			247,523				—				—				247,523
Unsecured line of credit			14,050				292,999				24,666				331,715
Security deposits			10,883				—				—				10,883
Dividends and distributions payable			26,992				—				—				26,992
Accounts payable, accrued expenses, and other liabilities			75,319												75,319
Derivative instruments			5,453				—				—				5,453
Acquired lease obligations, net			8,031				53				582				8,666
Total liabilities			1,250,205				293,052				39,019				1,582,276
Equity:
Partners’ equity:
Preferred units			222,413												222,413
Limited partners’ capital			10,124				—				—				10,124
General partner’s capital			2,162,598				—				—				2,162,598
Accumulated other comprehensive loss			(72,597	)			—				—				(72,597	)
Total partners’ equity			2,322,538				—				—				2,322,538
Noncontrolling interests			(190	)			—				—				(190	)
Total equity			2,322,348				—				—				2,322,348
Total liabilities and equity		$	3,572,553			$	293,052			$	39,019			$	3,904,624

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

BIOMED REALTY, L.P.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
For the Nine Months Ended September 30, 2010
(Unaudited)
(In thousands, except per share data)

						First,
						Second and
						Third																Pro Forma
						Quarter				Chamberlin				Other				Other				BioMed
						2010				Portfolio				Subsequent				Financing				Realty,
		September 30, 2010				Acquisitions				Acquisition				Acquisitions				Transactions				L.P.
						(AA)				(BB)				(CC)				(DD)
Revenues:
Rental		$	215,950			$	7,575			$	16,283			$	2,320			$	—			$	242,128
Tenant recoveries			63,823				2,090				3,725				688				—				70,326
Other income			1,628				—				8				—				—				1,636
Total revenues			281,401				9,665				20,016				3,008				—				314,090
Expenses:
Rental operations			54,926				1,344				1,459				659				—				58,388
Real estate taxes			26,832				1,235				2,261				325				—				30,653
Depreciation and amortization			83,159				4,837				10,630				2,020				—				100,646
General and administrative			19,523				—				—				—				—				19,523
Acquisition related expenses			2,388				—				—				—				—				2,388
Total expenses			186,828				7,416				14,350				3,004				—				211,598
Income from operations			94,573				2,249				5,666				4				—				102,492
Equity in net loss of unconsolidated partnerships			(686	)			—				—				—				—				(686	)
Interest income			126				—				—				—				—				126
Interest expense			(64,719	)			—				—				(104	)			(3,335	)			(68,158	)
Loss on derivative instruments			(634	)			—				—				—				—				(634	)
Loss on extinguishment of debt			(2,286	)			—				—				—				—				(2,286	)
Net income			26,374				2,249				5,666				(100	)			(3,335	)			30,854
Net income attributable to noncontrolling interests			38				—				—				—				—				38
Net income attributable to the Operating Partnership			26,412				2,249				5,666				(100	)			(3,335	)			30,892
Preferred unit distributions			(12,722	)			—				—				—				—				(12,722	)
Net income available to the unitholders		$	13,690			$	2,249			$	5,666			$	(100	)		$	(3,335	)		$	18,170
Net income per unit attributable to unitholders:
Basic and diluted earnings per unit		$	0.12																			$	0.16
Weighted-average units outstanding:
Basic			109,882,412																				109,882,412
Diluted			109,882,412																				109,882,412