e10vk
Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form 10-K
 
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
 
Commission file number: 1-32261
 
 
(BIOMED REALTY TRUST INC. LOGO)
 
BIOMED REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
 
     
Maryland
(State or other jurisdiction of
incorporation or organization)
  20-1142292
(I.R.S. Employer Identification No.)
17190 Bernardo Center Drive
San Diego, California
(Address of Principal Executive Offices)
  92128
(Zip Code)
 
(858) 485-9840
 
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common Stock, $0.01 Par Value
7.375% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value
  New York Stock Exchange
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.  Yes þ     No o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes o     No þ
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
The aggregate market value of the 71,411,694 shares of common stock held by non-affiliates of the registrant was $1,751,728,854 based upon the last reported sale price of $24.53 per share on the New York Stock Exchange on June 30, 2008, the last business day of its most recently completed second quarter.
 
The number of outstanding shares of the registrant’s common stock, par value $0.01 per share, as of February 11, 2009 was 81,110,421.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s Proxy Statement with respect to its May 27, 2009 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III hereof.
 


 

 
BIOMED REALTY TRUST, INC.
 
FORM 10-K — ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2008
 
TABLE OF CONTENTS
 
                 
        Page
 
      Business     2  
      Risk Factors     9  
      Unresolved Staff Comments     27  
      Properties     27  
      Legal Proceedings     31  
      Submission of Matters to a Vote of Security Holders     31  
 
PART II
      Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     32  
      Selected Financial Data     33  
      Management’s Discussion and Analysis of Financial Condition and Results of Operations     35  
      Quantitative and Qualitative Disclosures About Market Risk     57  
      Financial Statements and Supplementary Data     59  
      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     101  
      Controls and Procedures     101  
      Other Information     102  
 
PART III
      Directors, Executive Officers and Corporate Governance     102  
      Executive Compensation     102  
      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     102  
      Certain Relationships and Related Transactions, and Director Independence     102  
      Principal Accountant Fees and Services     103  
 
PART IV
      Exhibits and Financial Statement Schedules     103  
 EX-12.1
 EX-21.1
 EX-23.1
 EX-31.1
 EX-31.2
 EX-32.1


1


Table of Contents

 
PART I
 
Item 1.   Business
 
Forward-Looking Statements
 
We make statements in this report that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, our statements regarding anticipated growth in our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
 
  •  adverse economic or real estate developments in the life science industry or in our target markets, including the ability of our tenants to obtain funding to run their businesses,
 
  •  our failure to obtain necessary outside financing on favorable terms or at all, including the continued availability of our unsecured line of credit,
 
  •  general economic conditions, including downturns in the national and local economies,
 
  •  volatility in financial and securities markets,
 
  •  defaults on or non-renewal of leases by tenants,
 
  •  our ability to compete effectively,
 
  •  increased interest rates and operating costs,
 
  •  our ability to successfully complete real estate acquisitions, developments and dispositions,
 
  •  risks and uncertainties affecting property development and construction,
 
  •  our failure to successfully operate acquired properties and operations,
 
  •  our failure to maintain our status as a real estate investment trust, or REIT,
 
  •  government approvals, actions and initiatives, including the need for compliance with environmental requirements, and
 
  •  changes in real estate, zoning and other laws and increases in real property tax rates.
 
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section below entitled “Item 1A. Risk Factors.”
 
General
 
As used herein, the terms “we”, “us”, “our” or the “Company” refer to BioMed Realty Trust, Inc., a Maryland corporation, and any of our subsidiaries, including BioMed Realty, L.P., a Maryland limited partnership (our “Operating Partnership”), and 201 Industrial Road, L.P., our predecessor. We are a REIT focused on acquiring,


2


Table of Contents

developing, owning, leasing and managing laboratory and office space for the life science industry. Our tenants primarily include biotechnology and pharmaceutical companies, scientific research institutions, government agencies and other entities involved in the life science industry. Our properties are generally located in markets with well established reputations as centers for scientific research, including Boston, San Diego, San Francisco, Seattle, Maryland, Pennsylvania and New York/New Jersey.
 
We were incorporated in Maryland on April 30, 2004 and commenced operations on August 11, 2004, after completing our initial public offering. As of December 31, 2008, our portfolio consisted of 69 properties, representing 112 buildings with an aggregate of approximately 10.4 million rentable square feet, including 1.4 million square feet of development in progress. We also owned undeveloped land parcels adjacent to existing properties that we estimate can support up to 1.4 million rentable square feet of laboratory and office space.
 
Our senior management team has significant experience in the real estate industry, principally focusing on properties designed for life science tenants. We operate as a fully integrated, self-administered and self-managed REIT, providing property management, leasing, development and administrative services to our properties. As of February 12, 2009, we had 126 employees.
 
Our principal offices are located at 17190 Bernardo Center Drive, San Diego, California 92128. Our telephone number at that location is (858) 485-9840. Our website is located at www.biomedrealty.com. We make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. You can also access on our website our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, and Nominating and Corporate Governance Committee Charter.
 
2008 Highlights
 
Leasing
 
During 2008, we executed 46 leasing transactions representing approximately 848,000 square feet, including 28 new leases totaling approximately 527,000 square feet and 18 leases amended to extend their terms, totaling approximately 321,000 square feet.
 
On April 14, 2008, we signed a new lease with Revance Therapeutics, Inc. for approximately 90,000 square feet at the Pacific Research Center in Newark, California.
 
On April 29, 2008, we signed a new ten-year lease with DayStar Technologies, Inc. for approximately 144,000 square feet of office and manufacturing space at our Pacific Research Center in Newark, California.
 
On September 30, 2008, we amended an existing lease with Regeneron Pharmaceuticals, Inc. for approximately 91,000 square feet at our Landmark at Eastview property in New York. Under the amended lease, which expires in 2024, Regeneron expanded their total long-term commitment at our Landmark at Eastview property to over 348,000 square feet.
 
On October 22, 2008, we signed a new lease with a wholly owned subsidiary of Novo Nordisk A/S for approximately 36,900 square feet of office and laboratory space at our 530 Fairview Avenue property in Seattle.
 
On November 17, 2008, we amended an existing lease with Children’s Hospital Corporation, under which Children’s Hospital Corporation agreed to take 49,286 additional square feet, bringing their total occupancy at our Center for Life Science | Boston property to 150,215 square feet.


3


Table of Contents

Development
 
During 2008, we substantially completed core and shell construction of approximately 1.2 million rentable square feet of laboratory and office space, which was 81.1% leased or pre-leased at December 31, 2008, at the following properties:
 
                                 
    Rentable
    Percent
    Percent
       
Property
  Square Feet     In-Service     Leased        
 
Center for Life Science | Boston
    704,159       87.1 %     87.1 %        
530 Fairview Avenue
    96,188       27.5 %     65.9 %        
Landmark at Eastview II
    360,520             69.2 %        
9865 Towne Centre Drive
    83,866       100.0 %     100.0 %        
                                 
Total/Weighted-Average
    1,244,733       58.1 %     81.1 %        
                                 
 
Financings
 
On February 13, 2008, a wholly owned subsidiary of one of our joint ventures with Prudential Real Estate Investors, or PREI, entered into a secured construction loan facility with Wachovia Bank, National Association and certain other lenders to provide borrowings of up to approximately $245.0 million in connection with the construction of 650 East Kendall Street (Kendall B), a life sciences building located in Cambridge, Massachusetts. Proceeds from the secured construction loan were used in part to repay a portion of the secured acquisition and interim loan facility held by the PREI joint ventures and is also being used to fund the balance of the cost to complete construction of the project. In addition, on February 19, 2008, the PREI joint ventures extended the term of their secured acquisition and interim loan facility by one year to April 3, 2009, with no additional changes to the pricing or terms of the facility. A portion of the secured acquisition and interim loan facility was refinanced on February 11, 2009, with a new maturity date of February 10, 2011 (the maturity date may be further extended to February 10, 2012 after satisfying certain conditions and paying an extension fee).
 
On April 22, 2008, we completed the issuance of 6,129,000 shares of common stock, including the exercise of an over-allotment option of 429,000 shares, resulting in net proceeds of approximately $149.6 million.
 
On October 6, 2008, we completed the issuance of 8,625,000 shares of common stock, including the exercise of an over-allotment option of 1,125,000 shares, resulting in net proceeds of approximately $212.4 million.
 
In November 2008, we completed the repurchase of approximately $46.8 million face value of our exchangeable senior notes for approximately $28.8 million.
 
Acquisitions and Dispositions
 
On January 28, 2008, we completed the purchase of our 500 Fairview Avenue property, an approximately 22,000 square foot building in Seattle, Washington for approximately $4.0 million. The property is currently fully leased, and we intend to redevelop it for life science use.
 
On June 2, 2008, we completed the purchase of the remaining 30% interest in the limited liability company that owns our Waples Street property in San Diego for approximately $1.8 million.
 
On October 3, 2008, we sold a portion of the parking spaces at our Center for Life Science | Boston garage for approximately $28.8 million pursuant to an agreement we assumed in connection with the acquisition of the property in November 2006.
 
On October 14, 2008, we completed the purchase of the remaining 30% interest in the limited liability company that owns our 530 Fairview Avenue property in Seattle for approximately $2.6 million.
 
Senior Management
 
On April 14, 2008, we hired John Bonanno as Vice President, Development.


4


Table of Contents

On December 15, 2008, we promoted Kent Griffin to the position of President and Chief Operating Officer. Mr. Griffin has served and continues to serve as our Chief Financial Officer since March 2006. We also promoted Jonathan P. Klassen to the position of Vice President, Legal and Secretary, and Kevin M. Simonsen to the position of Vice President, Real Estate Counsel.
 
Dividends
 
During 2008, we declared aggregate dividends on our common stock of $1.34 per common share and aggregate dividends on our preferred stock of $1.84376 per preferred share.
 
Growth Strategy
 
Our success and future growth potential are based upon the specialized real estate opportunities within the life science industry. Our growth strategy is designed to meet the sizable demand and specialized requirements of life science tenants by leveraging the knowledge and expertise of a management team focused on serving this large and growing industry.
 
Our internal growth strategy includes:
 
  •  negotiating leases with contractual rental rate increases in order to provide predictable and consistent earnings growth,
 
  •  creating strong relationships with our tenants to enable us to identify and capitalize on opportunities to renew or extend existing leases or to provide expansion space,
 
  •  redeveloping currently owned non-laboratory space into higher yielding laboratory facilities, and
 
  •  developing new laboratory and office space on land we have acquired for development.
 
Our external growth strategy includes:
 
  •  acquiring well-located properties leased to high-quality life science tenants with attractive in-place yields and long-term growth potential,
 
  •  investing in properties with leasing opportunities, capitalizing on our industry relationships to enter into new leases, and
 
  •  investing in redevelopment and development projects, capitalizing on our development platform that we believe will serve as an additional catalyst for future growth.
 
Target Markets
 
Our target markets — Boston, San Diego, San Francisco, Seattle, Maryland, Pennsylvania, New York/New Jersey and research parks near or adjacent to universities — have emerged as the primary hubs for research, development and production in the life science industry. Each of these markets benefits from the presence of mature life science companies, which provide scale and stability to the market, as well as academic and university environments and government entities to contribute innovation, research, personnel and capital to the private sector. In addition, the clustered research environments within these target markets typically provide a high quality of life for the research professionals and a fertile ground for new life science ideas and ventures.
 
Positive Life Science Industry Trends
 
We expect continued long-term growth in the life science industry due to several factors:
 
  •  the aging of the U.S. population resulting from the transition of baby boomers to senior citizens, which has increased the demand for new drugs and health care treatment alternatives to extend, improve and enhance their quality of life,
 
  •  the high level of research and development expenditures, as represented by a Pharmaceutical Research and Manufacturers of America (PhRMA) survey indicating that research and development spending by its


5


Table of Contents

  members climbed to a record $44.5 billion in 2007 from $43.4 billion in the prior year, and when combined with non-member companies, totaled a record $58.8 billion in 2007, and
 
  •  escalating health care costs, which drive the demand for better drugs, less expensive treatments and more services in an attempt to manage such costs.
 
We are uniquely positioned to benefit from these favorable long-term dynamics through the demand for space for research, development and production by our life science industry tenants.
 
Experienced Management
 
We have created and continue to develop a premier life science real estate-oriented management team, dedicated to maximizing current and long-term returns for our stockholders. Our executive officers have acquired, developed, financed, owned, leased or managed in excess of $4.3 billion in life science real estate. Through this experience, our management team has established extensive industry relationships among life science tenants, property owners and real estate brokers. In addition, our experienced independent board members provide management with a broad range of knowledge in real estate, the sciences, life science company operations, and large public company finance and management.
 
Regulation
 
General
 
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that we have the necessary permits and approvals to operate each of our properties.
 
Americans with Disabilities Act
 
Our properties must comply with Title III of the Americans with Disabilities Act, or ADA, to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. The tenants are generally responsible for any additional amounts required to conform their construction projects to the ADA. However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.
 
Environmental Matters
 
Under various federal, state and local environmental laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and remediate releases or threats of releases of hazardous or toxic substances or petroleum products at such property, and may be held liable for property damage, personal injury damages and investigation, clean-up and monitoring costs incurred in connection with the actual or threatened contamination. Such laws typically impose clean-up responsibility and liability without regard to fault, or whether the owner, operator or tenant knew of or caused the presence of the contamination. The liability under such laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may obtain contributions from the other identified, solvent, responsible parties of their fair share toward these costs. These costs may be substantial, and can exceed the value of the property. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using such property as collateral, and may adversely impact our investment in that property.
 
Federal asbestos regulations and certain state laws and regulations require building owners and those exercising control over a building’s management to identify and warn, via signs, labels or other notices, of potential hazards posed by the actual or potential presence of asbestos-containing materials, or ACMs, in their


6


Table of Contents

building. The regulations also set forth employee training, record-keeping and due diligence requirements pertaining to ACMs and potential ACMs. Significant fines can be assessed for violating these regulations. Building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACMs and potential ACMs as a result of these regulations. The regulations may affect the value of a building containing ACMs and potential ACMs in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACMs and potential ACMs when such materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. Such laws may impose liability for improper handling or a release to the environment of ACMs and potential ACMs and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACMs and potential ACMs. See “Risk Factors — Risks Related to the Real Estate Industry — We could incur significant costs related to governmental regulation and private litigation over environmental matters involving asbestos-containing materials, which could adversely affect our operations, the value of our properties, and our ability to make distributions to our stockholders” under Item 1A. below.
 
Federal, state and local environmental laws and regulations also require removing or upgrading certain underground storage tanks and regulate the discharge of storm water, wastewater and other pollutants; the emission of air pollutants; the generation, management and disposal of hazardous or toxic chemicals, substances or wastes; and workplace health and safety. Life science industry tenants, including certain of our tenants, engage in various research and development activities involving the controlled use of hazardous materials, chemicals, biological and radioactive compounds. Although we believe that the tenants’ activities involving such materials comply in all material respects with applicable laws and regulations, the risk of contamination or injury from these materials cannot be completely eliminated. In the event of such contamination or injury, we could be held liable for any damages that result, and any such liability could exceed our resources and our environmental remediation insurance coverage. Licensing requirements governing use of radioactive materials by tenants may also restrict the use of or ability to transfer space in buildings we own. See “Risk Factors — Risks Related to the Real Estate Industry — We could incur significant costs related to government regulation and private litigation over environmental matters involving the presence, discharge or threat of discharge of hazardous or toxic substances, which could adversely affect our operations, the value of our properties, and our ability to make distributions to our stockholders” under Item 1A. below.
 
In addition, our leases generally provide that (1) the tenant is responsible for all environmental liabilities relating to the tenant’s operations, (2) we are indemnified for such liabilities and (3) the tenant must comply with all environmental laws and regulations. Such a contractual arrangement, however, does not eliminate our statutory liability or preclude claims against us by governmental authorities or persons who are not parties to such an arrangement. Noncompliance with environmental or health and safety requirements may also result in the need to cease or alter operations at a property, which could affect the financial health of a tenant and its ability to make lease payments. In addition, if there is a violation of such a requirement in connection with a tenant’s operations, it is possible that we, as the owner of the property, could be held accountable by governmental authorities (or other injured parties) for such violation and could be required to correct the violation and pay related fines. In certain situations, we have agreed to indemnify tenants for conditions preceding their lease term, or that do not result from their operations.
 
Prior to closing any property acquisition, we obtain environmental assessments in a manner we believe prudent in order to attempt to identify potential environmental concerns at such properties. These assessments are carried out in accordance with an appropriate level of due diligence and generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historic aerial photographs and other information on past uses of the property. We may also conduct limited subsurface investigations and test for substances of concern where the results of the first phase of the environmental assessments or other information indicate possible contamination or where our consultants recommend such procedures.


7


Table of Contents

While we may purchase our properties on an “as is” basis, most of our purchase contracts contain an environmental contingency clause, which permits us to reject a property because of any environmental hazard at such property. We receive environmental reports on all prospective properties.
 
We believe that our properties comply in all material respects with all federal and state regulations regarding hazardous or toxic substances and other environmental matters.
 
Insurance
 
We carry comprehensive general liability, fire and extended coverage, terrorism and loss of rental income insurance covering all of our properties under a blanket portfolio policy, with the exception of property insurance on our McKellar Court and Science Center Drive properties in San Diego and 9911 Belward Campus Drive and Shady Grove Road properties in Maryland, which is carried directly by the tenants in accordance with the terms of their respective leases, and builders’ risk policies for any projects under construction. In addition, we carry workers’ compensation coverage for injury to our employees. We believe the policy specifications and insured limits are adequate given the relative risk of loss, cost of the coverage and standard industry practice. We also carry environmental remediation insurance for our properties. This insurance, subject to certain exclusions and deductibles, covers the cost to remediate environmental damage caused by unintentional future spills or the historic presence of previously undiscovered hazardous substances, as well as third-party bodily injury and property damage claims related to the release of hazardous substances. We intend to carry similar insurance with respect to future acquisitions as appropriate. A substantial portion of our properties are located in areas subject to earthquake loss, such as San Diego and San Francisco, California and Seattle, Washington. Although we presently carry earthquake insurance on our properties, the amount of earthquake insurance coverage we carry may not be sufficient to fully cover losses from earthquakes. In addition, we may discontinue earthquake, terrorism or other insurance, or may elect not to procure such insurance, on some or all of our properties in the future if the cost of the premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. See “Risk Factors — Risks Related to the Real Estate Industry — Uninsured and underinsured losses could adversely affect our operating results and our ability to make distributions to our stockholders” under Item 1A. below.
 
Competition
 
We face competition from various entities for investment opportunities in properties for life science tenants, including other REITs, such as health care REITs and suburban office property REITs, pension funds, insurance companies, investment funds and companies, partnerships, and developers. Because properties designed for life science tenants typically contain improvements that are specific to tenants operating in the life science industry, we believe that we will be able to maximize returns on investments as a result of:
 
  •  our expertise in understanding the real estate needs of life science industry tenants,
 
  •  our ability to identify, acquire and develop properties with generic laboratory infrastructure that appeal to a wide range of life science industry tenants, and
 
  •  our expertise in identifying and evaluating life science industry tenants.
 
However, some of our competitors have greater financial resources than we do and may be able to accept more risks, including risks with respect to the creditworthiness of a tenant or the geographic proximity of its investments. In the future, competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Further, as a result of their greater resources, those entities may have more flexibility than we do in their ability to offer rental concessions to attract tenants. These concessions could put pressure on our ability to maintain or raise rents and could adversely affect our ability to attract or retain tenants. Additionally, our ability to compete depends upon, among other factors, trends of the national and local economies, investment alternatives, financial condition and operating results of current and prospective tenants, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation and population trends.


8


Table of Contents

Foreign Operations
 
We do not engage in any foreign operations or derive any revenue from foreign sources.
 
Item 1A.   Risk Factors
 
For purposes of this section, the term “stockholders” means the holders of shares of our common stock and our preferred stock.
 
Risks Related to Our Properties, Our Business and Our Growth Strategy
 
Because we lease our properties to a limited number of tenants, and to the extent we depend on a limited number of tenants in the future, the inability of any single tenant to make its lease payments could adversely affect our business and our ability to make distributions to our stockholders.
 
As of December 31, 2008, we had 124 tenants in 69 total properties. Two of our tenants, Human Genome Sciences and Vertex Pharmaceuticals, represented 15.0% and 10.5%, respectively, of our annualized base rent as of December 31, 2008, and 11.9% and 8.9%, respectively, of our total leased rentable square footage. While we evaluate the creditworthiness of our tenants by reviewing available financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments or avoid defaulting under its lease. If a tenant defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.
 
In addition, certain of our life science tenants are development stage companies, which have a history of recurring losses from operations as they have devoted substantially all of their efforts to developing and completing clinical trials for various drug candidates. The development and approval process for these drug candidates is uncertain and lengthy, and often requires significant external access to capital. The sources of this capital have historically included the capital markets; funding through private and public agencies; and partnering, licensing and other arrangements with larger pharmaceutical, healthcare and biotechnology companies. The current economic environment has significantly impacted the ability of these companies to access the capital markets, including both equity financing through public offerings and debt financing. The pace of venture capital funding has also declined from previous levels, further restricting access to capital for these companies. In addition, state and federal government budgets have been negatively impacted by the current economic environment and, as a result certain programs, including grants related to biotechnology research and development, may be at risk of being eliminated or cut back significantly. Furthermore, partnering opportunities with more established companies, as well as governmental agency and university grants, have become more limited in the current economic environment. If funding sources for these companies remain significantly constrained, these companies may be forced to curtail or suspend their operations, and may default on their obligations to third parties, including their obligations to pay rent.
 
Our revenue and cash flow, and consequently our ability to make cash distributions to our stockholders, could be materially adversely affected if any of our significant tenants were to become bankrupt or insolvent, suffer a downturn in their business, curtail or suspend their operations, or fail to renew their leases at all or renew on terms less favorable to us than their current terms.
 
Tenants in the life science industry face high levels of regulation, expense and uncertainty that may adversely affect their ability to pay us rent and consequently adversely affect our business.
 
Life science entities comprise the vast majority of our tenant base. Because of our dependence on a single industry, adverse conditions affecting that industry will more adversely affect our business, and thus our ability to make distributions to our stockholders, than if our business strategy included a more diverse tenant base. Life science industry tenants, particularly those involved in developing and marketing drugs and drug delivery technologies, fail from time to time as a result of various factors. Many of these factors are particular to the life science industry. For example:
 
  •  As discussed above, our tenants require significant outlays of funds for the research and development and clinical testing of their products and technologies. If private investors, the government, public markets or other sources of funding are unavailable to support such development, a tenant’s business may fail.


9


Table of Contents

 
  •  The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals. The approval process is typically long, expensive and uncertain. Even if our tenants have sufficient funds to seek approvals, one or all of their products may fail to obtain the required regulatory approvals on a timely basis or at all. Furthermore, our tenants may only have a small number of products under development. If one product fails to receive the required approvals at any stage of development, it could significantly adversely affect our tenant’s entire business and its ability to pay rent.
 
  •  Our tenants with marketable products may be adversely affected by health care reform efforts and the reimbursement policies of government or private health care payers.
 
  •  Our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws. Failure to do so could jeopardize their ability to profit from their efforts and to protect their products from competition.
 
  •  Collaborative relationships with other life science entities may be crucial to the development, manufacturing, distribution or marketing of our tenants’ products. If these other entities fail to fulfill their obligations under these collaborative arrangements, our tenants’ businesses will suffer.
 
We cannot assure you that our tenants in the life science industry will be successful in their businesses. If our tenants’ businesses are adversely affected, they may have difficulty paying us rent.
 
The bankruptcy of a tenant may adversely affect the income produced by and the value of our properties.
 
The bankruptcy or insolvency of a tenant may adversely affect the income produced by our properties. If any tenant becomes a debtor in a case under the Bankruptcy Code, we cannot evict the tenant solely because of the bankruptcy. The bankruptcy court also might authorize the tenant to reject and terminate its lease with us, which would generally result in any unpaid, pre-bankruptcy rent being treated as an unsecured claim. In addition, our claim against the tenant for unpaid, future rent would be subject to a statutory cap equal to the greater of (1) one year of rent or (2) 15% of the remaining rent on the lease (not to exceed three years of rent). This cap might be substantially less than the remaining rent actually owed under the lease. Additionally, a bankruptcy court may require us to turn over to the estate all or a portion of any deposits, amounts in escrow, or prepaid rents. Our claim for unpaid, pre-bankruptcy rent, our lease termination damages and claims relating to damages for which we hold deposits or other amounts that we were forced to repay would likely not be paid in full.
 
We may be unable to acquire, develop or operate new properties successfully, which could harm our financial condition and ability to pay distributions to our stockholders.
 
We continue to evaluate the market for available properties and may acquire office, laboratory and other properties when opportunities exist. We also may develop or substantially renovate office and other properties. Acquisition, development and renovation activities are subject to significant risks, including:
 
  •  we may be unable to obtain financing on favorable terms (or at all), including continued access to our unsecured line of credit,
 
  •  changing market conditions, including competition from others, may diminish our opportunities for acquiring a desired property on favorable terms or at all. Even if we enter into agreements for the acquisition of properties, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction,
 
  •  we may spend more time or money than we budget to improve or renovate acquired properties or to develop new properties,
 
  •  we may be unable to quickly and efficiently integrate new properties, particularly if we acquire portfolios of properties, into our existing operations,
 
  •  we may fail to obtain the financial results expected from the properties we acquire or develop, making them unprofitable or less profitable than we had expected,


10


Table of Contents

 
  •  market and economic conditions may result in higher than expected vacancy rates and lower than expected rental rates,
 
  •  we may fail to retain tenants that have pre-leased our properties under development if we do not complete the construction of these properties in a timely manner or to the tenants’ specifications,
 
  •  we have a limited history in conducting ground-up construction activities,
 
  •  if we develop properties, we may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations,
 
  •  acquired and developed properties may have defects we do not discover through our inspection processes, including latent defects that may not reveal themselves until many years after we put a property in service, and
 
  •  we may acquire land, properties or entities owning properties, which are subject to liabilities and for which, in the case of unknown liabilities, we may have limited or no recourse.
 
As of December 31, 2008, four of the properties we owned or had interests in were under development, constituting approximately 1.4 million square feet, and two additional properties were under redevelopment, constituting approximately 1.5 million square feet. As a result of these projects, we may face increased risk with respect to our development and redevelopment activities.
 
The realization of any of the above risks could significantly and adversely affect our financial condition, results of operations, cash flow, per share trading price of our securities, ability to satisfy our debt service obligations and ability to pay distributions to our stockholders.
 
Because particular upgrades are required for life science tenants, improvements to our properties involve greater expenditures than traditional office space, which costs may not be covered by the rents our tenants pay.
 
The improvements generally required for our properties’ infrastructure are more costly than for other property types. Typical infrastructural improvements include the following:
 
  •  reinforced concrete floors,
 
  •  upgraded roof structures for greater load capacity,
 
  •  increased floor-to-ceiling clear heights,
 
  •  heavy-duty HVAC systems,
 
  •  enhanced environmental control technology,
 
  •  significantly upgraded electrical, gas and plumbing infrastructure, and
 
  •  laboratory benchwork.
 
Our tenants generally pay higher rent on our properties than tenants in traditional office space. However, we cannot assure you that our tenants will continue to do so in the future or that the rents paid will cover the additional costs of upgrading the properties.
 
Because of the unique and specific improvements required for our life science tenants, we may be required to incur substantial renovation costs to make our properties suitable for other life science tenants or other office tenants, which could adversely affect our operating performance.
 
We acquire or develop properties that include laboratory space and other features that we believe are generally desirable for life science industry tenants. However, different life science industry tenants may require different features in their properties, depending on each tenant’s particular focus within the life science industry. If a current tenant is unable to pay rent and vacates a property, we may incur substantial expenditures to modify the property before we are able to re-lease the space to another life science industry tenant. This could hurt our operating


11


Table of Contents

performance and the value of your investment. Also, if the property needs to be renovated to accommodate multiple tenants, we may incur substantial expenditures before we are able to re-lease the space.
 
Additionally, our properties may not be suitable for lease to traditional office tenants without significant expenditures or renovations. Accordingly, any downturn in the life science industry may have a substantial negative impact on our properties’ values.
 
Our success depends on key personnel with extensive experience dealing with the real estate needs of life science tenants, and the loss of these key personnel could threaten our ability to operate our business successfully.
 
Our future success depends, to a significant extent, on the continued services of our management team. In particular, we depend on the efforts of Alan D. Gold, our Chairman and Chief Executive Officer, Mr. Griffin, our President, Chief Operating Officer and Chief Financial Officer, Gary A. Kreitzer, our Executive Vice President and General Counsel, and Matthew G. McDevitt, our Executive Vice President, Acquisitions and Leasing. Among the reasons that Messrs. Gold, Griffin, Kreitzer and McDevitt are important to our success are that they have extensive real estate and finance experience, and strong reputations within the life science industry. Our management team has developed informal relationships through past business dealings with numerous members of the scientific community, life science investors, current and prospective life science industry tenants, and real estate brokers. We expect that their reputations will continue to attract business and investment opportunities before the active marketing of properties and will assist us in negotiations with lenders, existing and potential tenants, and industry personnel. If we lost their services, our relationships with such lenders, existing and prospective tenants, and industry personnel could suffer. We have entered into employment agreements with each of Messrs. Gold, Griffin, Kreitzer and McDevitt, but we cannot guarantee that they will not terminate their employment prior to the end of the term.
 
We face risks associated with property acquisitions.
 
In addition to the 13 properties we acquired in connection with our initial public offering in August 2004, as of December 31, 2008, we had acquired or had acquired an interest in an additional 56 properties (net of property dispositions). We continue to evaluate the market of available properties and may acquire properties when strategic opportunities exist. We may not be able to quickly and efficiently integrate any properties that we acquire into our organization and manage and lease the new properties in a way that allows us to realize the financial returns that we expect. In addition, we may incur unanticipated costs to make necessary improvements or renovations to acquired properties. Furthermore, our efforts to integrate new property acquisitions may divert management’s attention away from or cause disruptions to the operations at our existing properties. If we fail to successfully operate new acquisitions or integrate them into our portfolio, or if newly acquired properties fail to perform as we expect, our results of operations, financial condition and ability to pay distributions could suffer.
 
The geographic concentration of our properties in Boston, Maryland and California makes our business particularly vulnerable to adverse conditions affecting these markets.
 
Eighteen of our properties are located in the Boston area. As of December 31, 2008, these properties represented 40.4% of our annualized base rent and 27.6% of our total rentable square footage. Five of our properties are located in Maryland. As of December 31, 2008, these properties represented 16.7% of our annualized base rent and 11.0% of our total rentable square footage. In addition, 27 of our properties are located in California, with 16 in San Diego and eleven in San Francisco. As of December 31, 2008, these properties represented 22.0% of our annualized base rent and 36.1% of our total rentable square footage. Because of this concentration in three geographic regions, we are particularly vulnerable to adverse conditions affecting Boston, Maryland and California, including general economic conditions, increased competition, a downturn in the local life science industry, real estate conditions, terrorist attacks, earthquakes and wildfires and other natural disasters occurring in these regions. In addition, we cannot assure you that these markets will continue to grow or remain favorable to the life science industry. The performance of the life science industry and the economy in general in these geographic markets may affect occupancy, market rental rates and expenses, and thus may affect our performance and the value of our properties. We are also subject to greater risk of loss from earthquakes or wildfires because of our properties’ concentration in California. The close proximity of our eleven properties in San Francisco to a fault line makes them


12


Table of Contents

more vulnerable to earthquakes than properties in many other parts of the country. Likewise, the wildfires occurring in the San Diego area, most recently in 2003 and in 2007, may make the 16 properties we own in the San Diego area more vulnerable to fire damage or destruction than properties in many other parts of the country.
 
Our tax indemnification and debt maintenance obligations require us to make payments if we sell certain properties or repay certain debt, which could limit our operating flexibility.
 
In our formation transactions, certain of our executive officers, Messrs. Gold, Kreitzer and McDevitt, and certain other individuals contributed six properties to our Operating Partnership. If we were to dispose of these contributed assets in a taxable transaction, Messrs. Gold, Kreitzer and McDevitt and the other contributors of those assets would suffer adverse tax consequences. In connection with these contribution transactions, we agreed to indemnify those contributors against such adverse tax consequences for a period of ten years. This indemnification will help those contributors to preserve their tax positions after their contributions. The tax indemnification provisions were not negotiated in an arm’s length transaction but were determined by our management team. We have also agreed to use reasonable best efforts consistent with our fiduciary duties to maintain at least $8.0 million of debt, some of which must be property specific, that the contributors can guarantee in order to defer any taxable gain they may incur if our Operating Partnership repays existing debt. These tax indemnification and debt maintenance obligations may affect the way in which we conduct our business. During the indemnification period, these obligations may impact the timing and circumstances under which we sell the contributed properties or interests in entities holding the properties. For example, these tax indemnification payments could effectively reduce or eliminate any gain we might otherwise realize upon the sale or other disposition of the related properties. Accordingly, even if market conditions might otherwise dictate that it would be desirable to dispose of these properties, the existence of the tax indemnification obligations could result in a decision to retain the properties in our portfolio to avoid having to pay the tax indemnity payments. The existence of the debt maintenance obligations could require us to maintain debt at a higher level than we might otherwise choose. Higher debt levels could adversely affect our ability to make distributions to our stockholders.
 
While we may seek to enter into tax-efficient joint ventures with third-party investors, we currently have no intention of disposing of these properties or interests in entities holding the properties in transactions that would trigger our tax indemnification obligations. The involuntary condemnation of one or more of these properties during the indemnification period could, however, trigger the tax indemnification obligations described above. The tax indemnity would equal the amount of the federal and state income tax liability the contributor would incur with respect to the gain allocated to the contributor. The calculation of the indemnity payment would not be reduced due to the time value of money or the time remaining within the indemnification period. The terms of the contribution agreements also require us to gross up the tax indemnity payment for the amount of income taxes due as a result of the tax indemnity payment. Messrs. Gold, Kreitzer and McDevitt are potential recipients of these indemnification payments. Because of these potential payments their personal interests may diverge from those of our stockholders.
 
Future acts of terrorism or war or the risk of war may have a negative impact on our business.
 
The continued threat of terrorism and the potential for military action and heightened security measures in response to this threat may cause significant disruption to commerce. There can be no assurance that the armed hostilities will not escalate or that these terrorist attacks, or the United States’ responses to them, will not lead to further acts of terrorism and civil disturbances, which may further contribute to economic instability. Any armed conflict, civil unrest or additional terrorist activities, and the attendant political instability and societal disruption, may adversely affect our results of operations, financial condition and future growth.
 
Risks Related to the Real Estate Industry
 
Our performance and value are subject to risks associated with the ownership and operation of real estate assets and with factors affecting the real estate industry.
 
Our ability to make expected distributions to our stockholders depends on our ability to generate revenues in excess of expenses, our scheduled principal payments on debt and our capital expenditure requirements. Events and


13


Table of Contents

conditions that are beyond our control may decrease our cash available for distribution and the value of our properties. These events include:
 
  •  local oversupply, increased competition or reduced demand for life science office and laboratory space,
 
  •  inability to collect rent from tenants,
 
  •  vacancies or our inability to rent space on favorable terms,
 
  •  increased operating costs, including insurance premiums, utilities and real estate taxes,
 
  •  the ongoing need for capital improvements, particularly in older structures,
 
  •  unanticipated delays in the completion of our development or redevelopment projects,
 
  •  costs of complying with changes in governmental regulations, including tax laws,
 
  •  the relative illiquidity of real estate investments,
 
  •  changing submarket demographics, and
 
  •  civil unrest, acts of war and natural disasters, including earthquakes, floods and fires, which may result in uninsured and underinsured losses.
 
In addition, we could experience a general decline in rents or an increased incidence of defaults under existing leases if any of the following occur:
 
  •  the continuation or worsening of the current economic environment,
 
  •  future periods of economic slowdown or recession,
 
  •  rising interest rates,
 
  •  declining demand for real estate, or
 
  •  the public perception that any of these events may occur.
 
Any of these events could adversely affect our financial condition, results of operations, cash flow, per share trading price of our common stock or preferred stock, ability to satisfy our debt service obligations and ability to pay distributions to our stockholders.
 
Illiquidity of real estate investments may make it difficult for us to sell properties in response to market conditions and could harm our financial condition and ability to make distributions.
 
Equity real estate investments are relatively illiquid and therefore will tend to limit our ability to vary our portfolio promptly in response to changing economic or other conditions. To the extent the properties are not subject to triple-net leases, some significant expenditures such as real estate taxes and maintenance costs are generally not reduced when circumstances cause a reduction in income from the investment. Should these events occur, our income and funds available for distribution could be adversely affected. If any of the parking leases or licenses associated with our Cambridge portfolio were to expire, or if we were unable to assign these leases to a buyer, it would be more difficult for us to sell these properties and would adversely affect our ability to retain current tenants or attract new tenants at these properties. In addition, as a REIT, we may be subject to a 100% tax on net income derived from the sale of property considered to be held primarily for sale to customers in the ordinary course of our business. We may seek to avoid this tax by complying with certain safe harbor rules that generally limit the number of properties we may sell in a given year, the aggregate expenditures made on such properties prior to their disposition, and how long we retain such properties before disposing of them. However, we can provide no assurance that we will always be able to comply with these safe harbors. If compliance is possible, the safe harbor rules may restrict our ability to sell assets in the future and achieve liquidity that may be necessary to fund distributions.


14


Table of Contents

We may be unable to renew leases, lease vacant space or re-lease space as leases expire, which could adversely affect our business and our ability to pay distributions to our stockholders.
 
If we cannot renew leases, we may be unable to re-lease our properties at rates equal to or above the current rate. Even if we can renew leases, tenants may be able to negotiate lower rates as a result of market conditions. Market conditions may also hinder our ability to lease vacant space in newly developed or redeveloped properties. In addition, we may enter into or acquire leases for properties that are specially suited to the needs of a particular tenant. Such properties may require renovations, tenant improvements or other concessions in order to lease them to other tenants if the initial leases terminate. Any of these factors could adversely impact our financial condition, results of operations, cash flow, per share trading price of our common stock or preferred stock, our ability to satisfy our debt service obligations and our ability to pay distributions to our stockholders.
 
Significant competition may decrease or prevent increases in our properties’ occupancy and rental rates and may reduce our investment opportunities.
 
We face competition from various entities for investment opportunities in properties for life science tenants, including other REITs, such as health care REITs and suburban office property REITs, pension funds, insurance companies, investment funds and companies, partnerships, and developers. Many of these entities have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of a tenant or the geographic location of its investments. In the future, competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Further, as a result of their greater resources, those entities may have more flexibility than we do in their ability to offer rental concessions to attract tenants. This could put pressure on our ability to maintain or raise rents and could adversely affect our ability to attract or retain tenants. As a result, our financial condition, results of operations, cash flow, per share trading price of our common stock or preferred stock, ability to satisfy our debt service obligations and ability to pay distributions to our stockholders may be adversely affected.
 
Uninsured and underinsured losses could adversely affect our operating results and our ability to make distributions to our stockholders.
 
We carry comprehensive general liability, fire and extended coverage, terrorism and loss of rental income insurance covering all of our properties under a blanket portfolio policy, with the exception of property insurance on our McKellar Court, Science Center Drive, 9911 Belward Campus Drive and Shady Grove Road locations, which is carried directly by the tenants in accordance with the terms of their respective leases, and builders’ risk policies for any projects under construction. In addition, we carry workers’ compensation coverage for injury to our employees. We believe the policy specifications and insured limits are adequate given the relative risk of loss, cost of the coverage and standard industry practice. We also carry environmental remediation insurance for our properties. This insurance, subject to certain exclusions and deductibles, covers the cost to remediate environmental damage caused by unintentional future spills or the historic presence of previously undiscovered hazardous substances, as well as third-party bodily injury and property damage claims related to the release of hazardous substances. We intend to carry similar insurance with respect to future acquisitions as appropriate. A substantial portion of our properties are located in areas subject to earthquake loss, such as San Diego and San Francisco, California and Seattle, Washington. Although we presently carry earthquake insurance on our properties, the amount of earthquake insurance coverage we carry may not be sufficient to fully cover losses from earthquakes. In addition, we may discontinue earthquake, terrorism or other insurance, or may elect not to procure such insurance, on some or all of our properties in the future if the cost of the premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss.
 
If we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
 
While we evaluate the credit ratings of each of our insurance companies at the time we enter into or renew our policies, the financial condition of one or more of these insurance companies could significantly deteriorate to the


15


Table of Contents

point that they may be unable to pay future insurance claims. This risk has increased as a result of the current economic environment and ongoing disruptions in the financial markets. The inability of any of these insurance companies to pay future claims under our policies may adversely affect our financial condition and results of operations.
 
We could incur significant costs related to government regulation and private litigation over environmental matters involving the presence, discharge or threat of discharge of hazardous or toxic substances, which could adversely affect our operations, the value of our properties, and our ability to make distributions to our stockholders.
 
Our properties may be subject to environmental liabilities. Under various federal, state and local laws, a current or previous owner, operator or tenant of real estate can face liability for environmental contamination created by the presence, discharge or threat of discharge of hazardous or toxic substances. Liabilities can include the cost to investigate, clean up and monitor the actual or threatened contamination and damages caused by the contamination (or threatened contamination). Environmental laws typically impose such liability on the current owner regardless of:
 
  •  the owner’s knowledge of the contamination,
 
  •  the timing of the contamination,
 
  •  the cause of the contamination, or
 
  •  the party responsible for the contamination.
 
The liability under such laws may be strict, joint and several, meaning that we may be liable regardless of whether we knew of, or were responsible for, the presence of the contaminants, and the government entity or private party may seek recovery of the entire amount from us even if there are other responsible parties. Liabilities associated with environmental conditions may be significant and can sometimes exceed the value of the affected property. The presence of hazardous substances on a property may adversely affect our ability to sell or rent that property or to borrow using that property as collateral.
 
Some of our properties have had contamination in the past that required cleanup. In most cases, we believe the contamination has been effectively remediated, and that any remaining contamination either does not require remediation or that the costs associated with such remediation will not be material to us. However, we cannot guarantee that additional contamination will not be discovered in the future or any identified contamination will not continue to pose a threat to the environment or that we will not have continued liability in connection with such prior contamination. Our Kendall Square properties, in Cambridge, Massachusetts, are located on the site of a former manufactured gas plant. Various remedial actions were performed on these properties, including soil stabilization to control the spread of oil and hazardous materials in the soil. Another of our properties, Elliott Avenue, has known soil contamination beneath a portion of the building located on the property. Based on environmental consultant reports, management does not believe any remediation of the Elliott Avenue property would be required unless major structural changes were made to the building that resulted in the soil becoming exposed. In addition, the remediation of certain environmental conditions at off-site parcels located in Cambridge, Massachusetts, which was an assumed obligation of our joint venture, PREI II LLC, has been substantially completed as of December 31, 2008. We do not expect these matters to materially adversely affect such properties’ value or the cash flows related to such properties, but we can provide no assurances to that effect.
 
Environmental laws also:
 
  •  may require the removal or upgrade of underground storage tanks,
 
  •  regulate the discharge of storm water, wastewater and other pollutants,
 
  •  regulate air pollutant emissions,
 
  •  regulate hazardous materials generation, management and disposal, and
 
  •  regulate workplace health and safety.


16


Table of Contents

 
Life science industry tenants, our primary tenant industry focus, frequently use hazardous materials, chemicals, heavy metals, and biological and radioactive compounds. Our tenants’ controlled use of these materials subjects us and our tenants to laws that govern using, manufacturing, storing, handling and disposing of such materials and certain byproducts of those materials. We are unaware of any of our existing tenants violating applicable laws and regulations, but we and our tenants cannot completely eliminate the risk of contamination or injury from these materials. If our properties become contaminated, or if a party is injured, we could be held liable for any damages that result. Such liability could exceed our resources and any environmental remediation insurance coverage we have, which could adversely affect our operations, the value of our properties, and our ability to make distributions to our stockholders. Licensing requirements governing use of radioactive materials by tenants may also restrict the use of or ability to transfer space in buildings we own.
 
We could incur significant costs related to governmental regulation and private litigation over environmental matters involving asbestos-containing materials, which could adversely affect our operations, the value of our properties, and our ability to make distributions to our stockholders.
 
Environmental laws also govern the presence, maintenance and removal of asbestos-containing materials, or ACMs, and may impose fines and penalties if we fail to comply with these requirements. Failure to comply with these laws, or even the presence of ACMs, may expose us to third-party liability. Some of our properties contain ACMs, and we could be liable for such fines or penalties, as described above in “Item 1. Business — Regulation — Environmental Matters.”
 
Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem, which could adversely affect the value of the affected property and our ability to make distributions to our stockholders.
 
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability to our tenants, their or our employees, and others if property damage or health concerns arise.
 
Compliance with the Americans with Disabilities Act and similar laws may require us to make significant unanticipated expenditures.
 
All of our properties are required to comply with the ADA. The ADA requires that all public accommodations must meet federal requirements related to access and use by disabled persons. Although we believe that our properties substantially comply with present requirements of the ADA, we have not conducted an audit of all of such properties to determine compliance. If one or more properties are not in compliance with the ADA, then we would be required to bring the offending properties into compliance. Compliance with the ADA could require removing access barriers. Non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. Additional federal, state and local laws also may require us to modify properties or could restrict our ability to renovate properties. Complying with the ADA or other legislation could be very expensive. If we incur substantial costs to comply with such laws, our financial condition, results of operations, cash flow, per share trading price of our common stock or preferred stock, our ability to satisfy our debt service obligations and our ability to pay distributions to our stockholders could be adversely affected.
 
We may incur significant unexpected costs to comply with fire, safety and other regulations, which could adversely impact our financial condition, results of operations, and ability to make distributions.
 
Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and safety requirements, building codes and land use regulations. Failure to comply with these requirements could subject us to governmental fines or private litigant damage awards. We believe that our properties are currently in material compliance with all applicable regulatory requirements. However, we do not know whether existing requirements will change or whether future requirements, including any requirements that may emerge from


17


Table of Contents

pending or future climate change legislation, will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations, cash flow, the per share trading price of our common stock or preferred stock, our ability to satisfy our debt service obligations and our ability to pay distributions to our stockholders.
 
Risks Related to Our Capital Structure
 
Debt obligations expose us to increased risk of property losses and may have adverse consequences on our business operations and our ability to make distributions.
 
We have used and will continue to use debt to finance property acquisitions. Our use of debt may have adverse consequences, including the following:
 
  •  We may not be able to refinance or extend our existing debt. If we cannot repay, refinance or extend our debt at maturity, in addition to our failure to repay our debt, we may be unable to make distributions to our stockholders at expected levels or at all.
 
  •  Even if we are able to refinance or extend our existing debt, the terms of any refinancing or extension may not be as favorable as the terms of our existing debt. If the refinancing involves a higher interest rate, it could adversely affect our cash flow and ability to make distributions to stockholders.
 
  •  One or more lenders under our $600.0 million unsecured line of credit could refuse to fund their financing commitment to us or could fail, and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.
 
  •  Required payments of principal and interest may be greater than our cash flow from operations.
 
  •  We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt.
 
  •  If we default on our debt obligations, the lenders or mortgagees may foreclose on our properties that secure those loans. Further, if we default under a mortgage loan, we will automatically be in default on any other loan that has cross-default provisions, and we may lose the properties securing all of these loans.
 
  •  A foreclosure on one of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the secured debt. If the outstanding balance of the secured debt exceeds our tax basis in the property, we would recognize taxable income on foreclosure without realizing any accompanying cash proceeds to pay the tax (or to make distributions based on REIT taxable income).
 
As of December 31, 2008, we had outstanding mortgage indebtedness of $344.3 million, excluding $8.8 million of debt premium; $250.0 million of borrowings under our secured term loan, secured by twelve of our properties; $2.2 million of mortgage indebtedness, $72.8 million of borrowings under a secured loan, and $28.7 million of borrowings under a secured construction loan representing our proportionate share of indebtedness in our unconsolidated partnerships; $128.3 million of outstanding aggregate principal amount of exchangeable senior notes due 2026; $108.8 million in outstanding borrowings under our $600.0 million unsecured line of credit; and $507.1 million in outstanding borrowings under our $550.0 million secured construction loan, which is secured by our Center for Life Science | Boston property. The secured construction loan matures on November 16, 2009, but we may extend the maturity date to November 16, 2010 after satisfying certain conditions and paying an extension fee. We expect to incur additional debt in connection with future acquisitions and development. Our organizational documents do not limit the amount or percentage of debt that we may incur. As of December 31, 2008, the principal payments due for our consolidated indebtedness were $512.2 million in 2009 (including the amounts outstanding under our secured construction loan), $47.4 million in 2010 and $135.0 million in 2011. In addition, as of December 31, 2008, our portion of the principal payments due for our unconsolidated indebtedness relating to our PREI joint ventures and McKellar Court partnership was $72.8 million in 2009 and $30.8 million in 2010. The secured acquisition and interim loan facility held by the PREI joint ventures originally matured on April 3, 2009, but a portion of the facility was refinanced on February 11, 2009, with a new maturity date of February 10, 2011. Given current economic conditions including, but not limited to, the credit crisis and related turmoil in the global financial


18


Table of Contents

system, we may be unable to refinance these obligations when due, which may negatively affect our ability to conduct operations.
 
Recent disruptions in the financial markets and the downturn of the broader U.S. economy could affect our ability to obtain debt financing on reasonable terms and have other adverse effects on us.
 
The U.S. credit markets in particular continue to experience significant dislocations and liquidity disruptions which have caused the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted in the unavailability of certain types of debt financing. Continued uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on favorable terms (or at all), which may negatively affect our ability to conduct operations, make acquisitions and fund current and future development and redevelopment projects. In addition, the financial position of the lenders under our credit facilities may worsen to the point that they default on their obligations to make available to us the funds under those facilities. A prolonged downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell properties or may adversely affect the price we receive for properties that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing. These events in the credit markets have also had an adverse effect on other financial markets in the United States and globally, including the stock markets, which may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred stock or other equity securities.
 
This reduced access to liquidity has had a negative impact on the U.S. economy, affecting consumer confidence and spending and negatively impacting the volume and pricing of real estate transactions. If this downturn in the national economy were to continue or worsen, the value of our properties, as well as the income we receive from our properties, could be adversely affected.
 
These disruptions in the financial markets may also have other adverse effects on us or the economy generally, which could cause our stock price to decline.
 
We have and may continue to engage in hedging transactions, which can limit our gains and increase exposure to losses.
 
We have and may continue to enter into hedging transactions to protect us from the effects of interest rate fluctuations on floating rate debt. Our hedging transactions may include entering into interest rate swap agreements or interest rate cap or floor agreements, or other interest rate exchange contracts. Hedging activities may not have the desired beneficial impact on our results of operations or financial condition. No hedging activity can completely insulate us from the risks associated with changes in interest rates. Moreover, interest rate hedging could fail to protect us or adversely affect us because, among other things:
 
  •  Available interest rate hedging may not correspond directly with the interest rate risk for which we seek protection.
 
  •  The duration or the amount of the hedge may not match the duration or amount of the related liability.
 
  •  The party owing money in the hedging transaction may default on its obligation to pay.
 
  •  The credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction.
 
  •  The value of derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to reflect changes in fair-value. Downward adjustments, or “mark-to-market losses,” would reduce our stockholders’ equity.
 
Hedging involves risk and typically involves costs, including transaction costs, that may reduce our overall returns on our investments. These costs increase as the period covered by the hedging increases and during periods of rising and volatile interest rates. These costs will also limit the amount of cash available for distribution to stockholders. We generally intend to hedge as much of the interest rate risk as management determines is in our best


19


Table of Contents

interests given the cost of such hedging transactions. The REIT qualification rules may limit our ability to enter into hedging transactions by requiring us to limit our income from hedges. If we are unable to hedge effectively because of the REIT rules, we will face greater interest rate exposure than may be commercially prudent.
 
As of December 31, 2008, we had three interest rate swaps with an aggregate notional amount of $400.0 million under which, at each monthly settlement date, we either (1) receive the difference between a fixed interest rate (the “Strike Rate”) and one-month LIBOR if the Strike Rate is less than LIBOR or (2) pay such difference if the Strike Rate is greater than LIBOR. In addition, in connection with entering into the acquisition and construction loan secured by our Center for Life Science | Boston property, we entered into four forward starting interest rate swap agreements, which are carried on the accompanying consolidated balance sheets at fair-value, based on the net present value of the expected future cash flows on the swaps. At maturity of the forward starting interest rate swaps, we will either (a) receive payment from the counterparties if the accumulated balance is an asset, or (b) make payment to the counterparties if the accumulated balance is a liability, with the resulting receipt or payment deferred and amortized as an increase or decrease to interest expense over the term of the forecasted borrowing. Other than these interest rate swaps, we have not entered into any hedging transactions. The fair-value of our three interest rate swaps was a liability of approximately $23.2 million at December 31, 2008 and is included as a liability in the accompanying consolidated balance sheets. The four forward starting swaps will require cash settlement on or before April 30, 2009. Based upon the fair-values of the forward starting swaps as of December 31, 2008, such cash settlements would require us to pay the counterparties approximately $34.3 million for the $150.0 million notional amount swap with a Strike Rate of 5.162%, $11.4 million for the $50.0 million notional amount swap with a Strike Rate of 5.167%, $22.9 million for the $100.0 million notional amount swap with a Strike Rate of 5.167% and $34.2 million for the $150.0 million notional amount swap with a Strike Rate of 5.152%, which totals $102.9 million. However, the actual cash settlement amounts will depend on the values of the forward starting swaps at the dates they are settled and the actual cash settlement amounts may vary significantly from these amounts. If we are required to make cash payments to the counterparties under our forward starting swaps upon settlement, we plan to utilize a portion of our unsecured line of credit to finance those payments. However, given the current economic conditions, including, but not limited to, the credit crisis and related turmoil in the global financial system, one or more of our lenders under our unsecured line of credit may default on their obligations to make capital available to us. In addition, if that occurs, we may not be able to access alternative sources of liquidity needed to settle these forward starting swaps when required to do so.
 
In addition, as of December 31, 2008, two of our forward swaps, with an aggregate notional amount of $150.0 million, were no longer considered highly effective as the expectation of forecasted interest payments had changed, and we were required to prospectively discontinue hedge accounting for these two swaps. As a result, a portion of the unrealized losses related to these forward starting swaps previously included in accumulated other comprehensive loss, totaling $18.2 million, was reclassified to the consolidated income statement as loss on derivative instruments in the fourth quarter of 2008. Prospective changes in the fair-value of these two swaps will be recorded in the consolidated income statements through the date the swaps are settled and we may incur additional losses in future quarters to the extent we are not able to refinance the secured construction loan in the timeframe or for the amount that we expect, the risk of which has increased given the current credit market uncertainty.
 
For further detail regarding our interest rate swaps and forward starting swaps, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
 
Our credit facilities include restrictive covenants relating to our operations, which could limit our ability to respond to changing market conditions and our ability to make distributions to our stockholders.
 
Our credit facilities impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. For example, we are subject to a maximum leverage ratio requirement (as defined) during the terms of the loans, which could reduce our ability to incur additional debt and consequently reduce our ability to make distributions to our stockholders. Our credit facilities also contain limitations on our ability to make distributions to our stockholders in excess of those required to maintain our REIT status. Specifically, our credit facilities limit distributions to 95% of funds from operations, but not less than the minimum necessary to enable us to meet our REIT income distribution requirements. In addition, our credit facilities contain covenants that, among other things, limit our ability to further mortgage our properties or reduce insurance coverage, and that require us to


20


Table of Contents

maintain specified levels of net worth. These or other limitations may adversely affect our flexibility and our ability to achieve our operating plans.
 
If we fail to obtain external sources of capital, which is outside of our control, we may be unable to make distributions to our stockholders, maintain our REIT qualification, or fund growth.
 
In order to maintain our qualification as a REIT and to avoid incurring a nondeductible excise tax, we are required, among other things, to distribute annually at least 90% of our REIT taxable income, excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financing, from operating cash flow. Consequently, we rely on third-party sources to fund our capital needs. We may not be able to obtain financings on favorable terms or at all. Our access to third-party sources of capital depends, in part, on:
 
  •  general market conditions,
 
  •  the market’s perception of our growth potential,
 
  •  with respect to acquisition financing, the market’s perception of the value of the properties to be acquired,
 
  •  our current debt levels,
 
  •  our current and expected future earnings,
 
  •  our cash flow and cash distributions, and
 
  •  the market price per share of our common stock or preferred stock.
 
Our inability to obtain capital from third-party sources will adversely affect our business and limit our growth. Without sufficient capital, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT. For distributions with respect to the taxable years ending on or before December 31, 2009, recent Internal Revenue Service guidance allows us to satisfy up to 90% of our distribution requirements through the distribution of shares of our common stock, provided certain conditions are met.
 
Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to pay distributions to our stockholders.
 
Interest we pay could reduce cash available for distributions. Additionally, if we incur variable rate debt, including borrowings under our $550.0 million secured construction loan, our $250.0 million secured term loan and our $600.0 million unsecured line of credit, to the extent not adequately hedged, increases in interest rates would increase our interest costs. These increased interest costs would reduce our cash flows and our ability to make distributions to our stockholders. In addition, if we need to repay existing debt during a period of rising interest rates, we could be required to liquidate one or more of our investments in properties at times that may not permit realization of the maximum return on such investments.
 
Risks Related to Our Organizational Structure
 
Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and may prevent stockholders from receiving a premium for their shares.
 
Our charter, including the articles supplementary with respect to our preferred stock, contains ownership limits that may delay, defer or prevent a change of control transaction.  Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% of the value of our outstanding shares of capital stock or more than 9.8% in value or number (whichever is more restrictive) of the outstanding shares of our common stock or Series A preferred stock. The board may not grant such an exemption to any proposed transferee whose ownership of in excess of 9.8% of the value of our outstanding shares would result in the termination of our status as a REIT. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify as a REIT. The ownership limit may


21


Table of Contents

delay or impede a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
 
We could authorize and issue stock without stockholder approval that may delay, defer or prevent a change of control transaction.  Our charter authorizes us to issue additional authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors may classify or reclassify any unissued shares of our common stock or preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. The board may also, without stockholder approval, amend our charter to increase the authorized number of shares of our common stock or our preferred stock that we may issue. The board of directors could establish a series of common stock or preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.
 
Certain provisions of Maryland law could delay, defer or prevent a change of control transaction.  Certain provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control. In some cases, such an acquisition or change of control could provide our stockholders with the opportunity to realize a premium over the then-prevailing market price of their shares. These MGCL provisions include:
 
  •  “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” for certain periods. An “interested stockholder” is generally any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding voting stock. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he otherwise would have become an interested stockholder. Business combinations with an interested stockholder are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. After that period, the MGCL imposes two super-majority voting requirements on such combinations, and
 
  •  “control share” provisions that provide that “control shares” of our company acquired in a “control share acquisition” have no voting rights unless holders of two-thirds of our voting stock (excluding interested shares) consent. “Control shares” are shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors. A “control share acquisition” is the direct or indirect acquisition of ownership or control of “control shares.”
 
In the case of the business combination provisions of the MGCL, we opted out by resolution of our board of directors with respect to any business combination between us and any person provided such business combination is first approved by our board of directors (including a majority of directors who are not affiliates or associates of such person). In the case of the control share provisions of the MGCL, we opted out pursuant to a provision in our bylaws. However, our board of directors may by resolution elect to opt in to the business combination provisions of the MGCL. Further, we may opt in to the control share provisions of the MGCL in the future by amending our bylaws, which our board of directors can do without stockholder approval.
 
The partnership agreement of our Operating Partnership, Maryland law, and our charter and bylaws also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
 
Our board of directors may amend our investing and financing policies without stockholder approval, and, accordingly, our stockholders would have limited control over changes in our policies that could increase the risk we default under our debt obligations or that could harm our business, results of operations and share price.
 
Our board of directors has adopted a policy of targeting our indebtedness at approximately 50% of our total asset book value. However, our organizational documents do not limit the amount or percentage of debt that we may incur, nor do they limit the types of properties we may acquire or develop. Our board of directors may alter or


22


Table of Contents

eliminate our current policy on borrowing or investing at any time without stockholder approval. Changes in our strategy or in our investment or leverage policies could expose us to greater credit risk and interest rate risk and could also result in a more leveraged balance sheet. These factors could result in an increase in our debt service and could adversely affect our cash flow and our ability to make expected distributions to our stockholders. Higher leverage also increases the risk we would default on our debt.
 
We may invest in properties with other entities, and our lack of sole decision-making authority or reliance on a co-venturer’s financial condition could make these joint venture investments risky.
 
We have in the past and may continue in the future to co-invest with third parties through partnerships, joint ventures or other entities. We may acquire non-controlling interests or share responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such events, we would not be in a position to exercise sole decision-making authority regarding the property or entity. Investments in entities may, under certain circumstances, involve risks not present were a third party not involved. These risks include the possibility that partners or co-venturers:
 
  •  might become bankrupt or fail to fund their share of required capital contributions,
 
  •  may have economic or other business interests or goals that are inconsistent with our business interests or goals, and
 
  •  may be in a position to take actions contrary to our policies or objectives.
 
Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers if:
 
  •  we structure a joint venture or conduct business in a manner that is deemed to be a general partnership with a third party, in which case we could be liable for the acts of that third party,
 
  •  third-party managers incur debt or other liabilities on behalf of a joint venture which the joint venture is unable to pay, and the joint venture agreement provides for capital calls, in which case we could be liable to make contributions as set forth in any such joint venture agreement, or
 
  •  we agree to cross-default provisions or to cross-collateralize our properties with the properties in a joint venture, in which case we could face liability if there is a default relating to those properties in the joint venture or the obligations relating to those properties.
 
We have investments in joint ventures with PREI, which were formed in the second quarter of 2007. While we, as managing member, are authorized to carry out the day-to-day management of the business and affairs of the PREI joint ventures, PREI’s prior written consent is required for certain decisions, including decisions relating to financing, budgeting and the sale or pledge of interests in the properties owned by the PREI joint ventures.
 
In addition, each of the PREI operating agreements includes a put/call option whereby either member can cause the limited liability company to sell certain properties in which it holds leasehold interests to us at any time after the fifth anniversary and before the seventh anniversary of the acquisition date. The put/call option may be exercised at a time we do not deem favorable for financial or other reasons, including the availability of cash at such time and the impact of tax consequences resulting from any sale.
 
Risks Related to Our REIT Status
 
Our failure to qualify as a REIT under the Code would result in significant adverse tax consequences to us and would adversely affect our business and the value of our stock.
 
We believe that we have operated and intend to continue operating in a manner intended to allow us to qualify as a REIT for federal income tax purposes under the Internal Revenue Code of 1986, as amended, or the Code. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there


23


Table of Contents

are only limited judicial and administrative interpretations. The fact that we hold substantially all of our assets through a partnership further complicates the application of the REIT requirements. Even a seemingly minor technical or inadvertent mistake could jeopardize our REIT status. Our REIT status depends upon various factual matters and circumstances that may not be entirely within our control. For example, in order to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must satisfy a number of requirements regarding the composition of our assets. Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding capital gains. In addition, new legislation, regulations, administrative interpretations or court decisions, each of which could have retroactive effect, may make it more difficult or impossible for us to qualify as a REIT, or could reduce the desirability of an investment in a REIT relative to other investments. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT, and the statements in this report are not binding on the IRS or any court. Accordingly, we cannot be certain that we have qualified or will continue to qualify as a REIT.
 
If we fail to qualify as a REIT in any taxable year, we will face serious adverse tax consequences that would substantially reduce the funds available to make payments of principal and interest on the debt securities we issue and for distribution to our stockholders. If we fail to qualify as a REIT:
 
  •  we would not be allowed to deduct distributions to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates,
 
  •  we could also be subject to the federal alternative minimum tax and possibly increased state and local taxes, and
 
  •  unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year in which we were disqualified.
 
In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders; however, all distributions to our stockholders would be subject to tax as qualifying corporate dividends to the extent of our current and accumulated earnings and profits. As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital and would adversely affect the value of our common stock and our preferred stock.
 
To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions to make distributions to our stockholders.
 
To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined by excluding any net capital gain, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our REIT taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. For distributions with respect to taxable years ending on or before December 31, 2009, recent Internal Revenue Service guidance allows us to satisfy up to 90% of these requirements through the distribution of shares of our common stock, provided certain conditions are met.. To maintain our REIT status and avoid the payment of income and excise taxes we may need to borrow funds to meet the REIT distribution requirements. These borrowing needs could result from:
 
  •  differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes,
 
  •  the effect of non-deductible capital expenditures,
 
  •  the creation of reserves, or
 
  •  required debt or amortization payments.
 
We may need to borrow funds at times when the then-prevailing market conditions are not favorable for borrowing. These borrowings could increase our costs or reduce our equity and adversely affect the value of our common stock or preferred stock.


24


Table of Contents

To maintain our REIT status, we may be forced to forego otherwise attractive opportunities.
 
To qualify as a REIT, we must satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our stock. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
 
Risks Related to the Ownership of Our Stock
 
The market price and trading volume of our common stock may be volatile.
 
The market price of our common stock has recently been, and may continue to be, volatile. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future.
 
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:
 
  •  actual or anticipated variations in our quarterly operating results or dividends,
 
  •  changes in our funds from operations or earnings estimates,
 
  •  publication of research reports about us or the real estate industry,
 
  •  increases in market interest rates that lead purchasers of our shares to demand a higher yield,
 
  •  changes in market valuations of similar companies,
 
  •  adverse market reaction to any additional debt we incur or acquisitions we make in the future,
 
  •  additions or departures of key management personnel,
 
  •  actions by institutional stockholders,
 
  •  speculation in the press or investment community,
 
  •  the realization of any of the other risk factors presented in this report, and
 
  •  general market and economic conditions.
 
Broad market fluctuations could negatively impact the market price of our common stock or preferred stock.
 
The stock market has recently experienced extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to ours and that have been unrelated to these companies’ operating performance. These broad market fluctuations could reduce the market price of our common stock or preferred stock. Furthermore, our operating results and prospects may be below the expectations of public market analysts and investors or may be lower than those of companies with comparable market capitalizations. Either of these factors could lead to a material decline in the market price of our common stock or preferred stock.
 
Market interest rates may have an adverse effect on the market price of our securities.
 
One of the factors that will influence the price of our common stock and preferred stock will be the dividend yield on such stock (as a percentage of the price of the stock) relative to market interest rates. An increase in market interest rates may lead prospective purchasers of our common stock or Series A preferred stock to expect a higher dividend yield, and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. Thus, higher market interest rates could cause the market price of our common stock and Series A preferred stock to fall.


25


Table of Contents

Our distributions to stockholders may decline at any time.
 
We may not continue our current level of distributions to stockholders. Our board of directors will determine future distributions based on a number of factors, including:
 
  •  cash available for distribution,
 
  •  operating results,
 
  •  our financial condition, especially in relation to our anticipated future capital needs,
 
  •  then current expansion plans,
 
  •  the distribution requirements for REITs under the Code, and
 
  •  other factors our board deems relevant.
 
The number of shares of our common stock available for future sale could adversely affect the market price of our common stock.
 
We cannot predict whether future issuances of shares of our common stock or the availability of shares for resale in the open market will decrease the market price per share of our common stock. As of December 31, 2008, 80,757,421 shares of our common stock were issued and outstanding, as well as our operating partnership units and long term incentive plan, or LTIP, units which may be exchanged for 2,795,364 and 640,150 shares of our common stock, respectively, based on the number of shares of common stock, operating partnership units and LTIP units outstanding as of December 31, 2008. In addition, as of December 31, 2008, we had reserved an additional 795,879 shares of common stock for future issuance under our incentive award plan and 3,438,831 shares potentially issuable upon exchange of our 4.50% exchangeable senior notes. Sales of substantial amounts of shares of our common stock in the public market, or upon exchange of operating partnership units, LTIP units or our 4.50% exchangeable senior notes, or the perception that such sales might occur, could adversely affect the market price of our common stock.
 
Furthermore, under the rules adopted by the Securities and Exchange Commission in December 2005 regarding registration and offering procedures, if we meet the definition of a “well-known seasoned issuer” under Rule 405 of the Securities Act, we are permitted to file an automatic shelf registration statement that will be immediately effective upon filing. On September 15, 2006, we filed such an automatic shelf registration statement, which may permit us, from time to time, to offer and sell debt securities, common stock, preferred stock, warrants and other securities to the extent necessary or advisable to meet our liquidity needs.
 
Any of the following could have an adverse effect on the market price of our common stock:
 
  •  the exchange of operating partnership units, LTIP units or our 4.50% exchangeable senior notes for common stock,
 
  •  additional grants of LTIP units, restricted stock or other securities to our directors, executive officers and other employees under our incentive award plan,
 
  •  additional issuances of preferred stock with liquidation or distribution preferences, and
 
  •  other issuances of our common stock.
 
Additionally, the existence of operating partnership units, LTIP units or our 4.50% exchangeable senior notes and shares of our common stock reserved for issuance upon exchange of operating partnership units, LTIP units or our 4.50% exchangeable senior notes and under our incentive award plan may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. In addition, future sales of shares of our common stock may be dilutive to existing stockholders.
 
From time to time we also may issue shares of our common stock or operating partnership units in connection with property, portfolio or business acquisitions. We may grant additional demand or piggyback registration rights in connection with these issuances. Sales of substantial amounts of our common stock, or the perception that these sales could occur, may adversely affect the prevailing market price of our common stock or may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities.


26


Table of Contents

Item 1B.   Unresolved Staff Comments
 
None.
 
Item 2.   Properties
 
Existing Portfolio
 
As of December 31, 2008, our portfolio consisted of 69 properties, representing 112 buildings with an aggregate of approximately 10.4 million rentable square feet, including approximately 1.4 million square feet of development in progress. We also owned undeveloped land parcels adjacent to existing properties that we estimate can support up to approximately 1.4 million rentable square feet of laboratory and office space.
 
The following reflects the classification of our properties between stabilized properties (operating properties in which more than 90% of the rentable square footage is under lease), lease up properties (operating properties in which less than 90% of the rentable square footage is under lease), repositioning and redevelopment properties (properties that are currently being prepared for their intended use), construction in progress (properties that are currently under development through ground up construction), and land parcels (representing management’s estimates of rentable square footage if development of these properties was undertaken) at December 31, 2008:
 
                                                                         
    Consolidated Portfolio     Unconsolidated Partnership Portfolio     Total Portfolio  
          Rentable
                Rentable
                Rentable
       
          Square
    Percent
          Square
    Percent
          Square
    Percent
 
    Properties     Feet     Leased     Properties     Feet     Leased     Properties     Feet     Leased  
 
Stabilized properties
    43       5,339,903       99.6 %     4       257,308       100.0 %     47       5,597,211       99.6 %
Lease up properties
    14       1,439,771       55.0 %     2       420,000       26.8 %     16       1,859,771       48.7 %
                                                                         
Total operating portfolio
    57       6,779,674       90.1 %     6       677,308       54.6 %     63       7,456,982       86.9 %
Repositioning and redevelopment properties
    2       1,524,506       22.1 %                 n/a       2       1,524,506       22.1 %
Construction in progress(1)
    3       1,160,867       79.8 %     1       280,000             4       1,440,867       64.3 %
                                                                         
Total current portfolio
    62       9,465,047       77.9 %     7       957,308       38.6 %     69       10,422,355       74.3 %
Land parcels
    n/a       1,367,000       n/a                   n/a             1,367,000       n/a  
                                                                         
Total portfolio
    62       10,832,047       n/a       7       957,308       n/a       69       11,789,355       n/a  
                                                                         
 
 
(1) We are currently developing a portion of our Landmark at Eastview property. However, we have not separated this previously undeveloped portion into a separate property for legal and accounting purposes. Therefore, we still classify our Landmark at Eastview property as a stabilized property on the above schedule although it is also included in our discussion of development properties.
 
Our current portfolio by market at December 31, 2008 was as follows:
 
                                                                 
                Percent
                      Annualized
       
                of
                Percent of
    Base Rent
       
    Number
    Rentable
    Rentable
          Annualized
    Annualized
    per Leased
       
    of
    Square
    Square
    Percent
    Base Rent
    Base Rent
    Square Foot
       
Market
  Properties     Feet     Feet     Leased(1)     Current(2)     Current     Current        
                            (In thousands)                    
 
Boston
    18       2,885,770       27.6 %     75.5 %   $ 110,451       40.4 %   $ 50.70          
Maryland
    5       1,144,968       11.0 %     100.0 %     45,794       16.7 %     40.00          
San Francisco
    11       2,644,488       25.4 %     49.2 %     30,349       11.0 %     23.35          
San Diego
    16       1,113,293       10.7 %     88.9 %     30,335       11.0 %     30.66          
New York/New Jersey
    4       1,233,889       11.8 %     82.1 %     27,515       10.0 %     27.15          
Pennsylvania
    7       778,251       7.5 %     88.3 %     14,934       5.4 %     21.73          
Seattle
    5       372,189       3.6 %     48.2 %     7,513       2.7 %     41.92          
University Related — Other
    3       249,507       2.4 %     100.0 %     7,806       2.8 %     31.29          
                                                                 
Total Portfolio/Weighted-Average
    69       10,422,355       100.0 %     74.3 %   $ 274,697       100.0 %   $ 35.48          
                                                                 
 
 
(1) Percentage of leasable square footage in current portfolio subject to an existing lease.


27


Table of Contents

 
(2) In this and other tables, annualized current base rent is the monthly contractual rent under existing leases at December 31, 2008, or if rent has not yet commenced, the first monthly rent amount that will be due at rent commencement, multiplied by 12 months.
 
(3) Includes a portfolio of properties in Cambridge, Massachusetts and the McKellar Court property in San Diego, California. We are a member of the unconsolidated joint ventures that own a portfolio of properties in Cambridge, Massachusetts, and we are entitled to approximately 20% of the operating cash flows. We also own the general partnership interest in the unconsolidated limited partnership that owns the McKellar Court property, which entitles us to 75% of the gains upon a sale of the property and 21% of the operating cash flows.
 
Properties we owned, or had an ownership interest in, at December 31, 2008 were as follows:
 
                 
    Rentable
    Percent
 
    Square Feet     Leased  
 
Boston
               
Albany Street
    75,003       100.0 %
Center for Life Science | Boston(1)
    704,159       87.1 %
Charles Street
    47,912       100.0 %
Coolidge Avenue
    37,400       100.0 %
21 Erie Street
    48,627       100.0 %
40 Erie Street
    100,854       100.0 %
47 Erie Street Parking Structure
    447 Stalls       n/a  
Fresh Pond Research Park
    90,702       78.7 %
675 West Kendall Street (Kendall A)
    302,919       98.5 %
500 Kendall Street (Kendall D)
    349,325       98.6 %
Sidney Street
    191,904       100.0 %
Vassar Street
    52,520       100.0 %
Maryland
               
Beckley Street
    77,225       100.0 %
9911 Belward Campus Drive
    289,912       100.0 %
9920 Belward Campus Drive
    51,181       100.0 %
Shady Grove Road
    635,058       100.0 %
Tributary Street
    91,592       100.0 %
San Francisco
               
Ardentech Court
    55,588       100.0 %
Ardenwood Venture(2)
    72,500       38.1 %
Bayshore Boulevard
    183,344       100.0 %
Bridgeview Technology Park I
    201,567       96.8 %
Bridgeview Technology Park II
    50,400       100.0 %
Dumbarton Circle
    44,000       100.0 %
Eccles Avenue
    152,145       0.0 %
Forbes Boulevard
    237,984       100.0 %
Industrial Road
    169,490       100.0 %
Kaiser Drive
    87,953       0.0 %
Pacific Research Center(3)
    1,389,517       24.2 %
San Diego
               
Balboa Avenue
    35,344       100.0 %
Bernardo Center Drive
    61,286       100.0 %
Faraday Avenue
    28,704       100.0 %


28


Table of Contents

                 
    Rentable
    Percent
 
    Square Feet     Leased  
 
John Hopkins Court
    72,192       29.7 %
6114-6154 Nancy Ridge Drive
    121,000       100.0 %
6828 Nancy Ridge Drive
    42,138       58.0 %
Pacific Center Boulevard
    66,745       100.0 %
Road to the Cure
    67,998       54.4 %
San Diego Science Center
    105,364       76.7 %
Science Center Drive
    53,740       100.0 %
Sorrento Valley Boulevard
    54,924       100.0 %
Torreyana Road
    81,204       100.0 %
9865 Towne Centre Drive
    83,866       100.0 %
9885 Towne Centre Drive
    115,870       100.0 %
Waples Street
    50,055       100.0 %
New York/New Jersey
               
Graphics Drive
    72,300       25.7 %
Landmark at Eastview
    751,648       99.1 %
Landmark at Eastview II(4)
    360,520       69.2 %
One Research Way
    49,421       0.0 %
Pennsylvania
               
Eisenhower Road
    27,750       59.7 %
George Patterson Boulevard
    71,500       100.0 %
King of Prussia
    427,109       87.7 %
Phoenixville Pike
    104,400       74.2 %
Spring Mill Drive
    76,378       100.0 %
900 Uniqema Boulevard(5)
    11,293       100.0 %
1000 Uniqema Boulevard(5)
    59,821       100.0 %
Seattle
               
Elliott Avenue(3)
    134,989       0.0 %
500 Fairview Avenue
    22,213       100.0 %
530 Fairview Avenue(1)
    96,188       65.9 %
Monte Villa Parkway
    51,000       100.0 %
217th Place
    67,799       62.9 %
University Related — Other
               
Lucent Drive(6)
    21,500       100.0 %
Trade Centre Avenue(7)
    78,023       100.0 %
Walnut Street(8)
    149,984       100.0 %
                 
Total Consolidated Portfolio/Weighted-Average
    9,465,047       77.9 %
                 
Unconsolidated Portfolio:
               
McKellar Court(9)
    72,863       100.0 %
320 Bent Street(10)
    184,445       100.0 %
301 Binney Street(10)
    420,000       26.8 %
301 Binney Garage(10)
    503 Stalls       n/a  
650 E. Kendall Street (Kendall B)(1)(10)
    280,000       0.0 %
350 E. Kendall Street Garage (Kendall F)(10)
    1,409 Stalls       n/a  

29


Table of Contents

                 
    Rentable
    Percent
 
    Square Feet     Leased  
 
Kendall Crossing Apartments(10)
    37 Apts.       n/a  
                 
Total Portfolio/Weighted-Average
    10,422,355       74.3 %
                 
 
 
(1) The property or a portion of the property was under development at December 31, 2008.
 
(2) We own an 87.5% membership interest in the limited liability company that owns this property.
 
(3) The property or a portion of the property was under redevelopment at December 31, 2008.
 
(4) A previously undeveloped portion of the property was undergoing development at December 31, 2008 and has been reflected separately from the stabilized portion of the property.
 
(5) Located in New Castle, Delaware.
 
(6) Located in Lebanon, New Hampshire.
 
(7) Located in Longmont, Colorado.
 
(8) Located in Boulder, Colorado.
 
(9) We own the general partnership interest in the limited partnership that owns the McKellar Court property, which entitles us to 75% of the gains upon a sale of the property and 21% of the operating cash flows. The property is located in San Diego, California.
 
(10) We are a member of the joint ventures that own a portfolio of properties in Cambridge, Massachusetts, which entitles us to approximately 20% of the operating cash flows.

30


Table of Contents

 
Tenant Information
 
As of December 31, 2008, our consolidated and unconsolidated properties were leased to 124 tenants, and 88% of our annualized base rent was derived from tenants that were public companies or government agencies or their subsidiaries. The following is a summary of our ten largest tenants based on percentage of our annualized base rent as of December 31, 2008:
 
                                     
                Annualized
    Percent of
     
                Base Rent
    Annualized
     
          Annualized
    per Leased
    Base Rent -
    Lease
    Leased
    Base Rent
    Square Foot
    Current
    Expiration
Tenant
  Square Feet     Current     Current     Total Portfolio     Date(s)
          (In thousands)                  
 
Human Genome Sciences, Inc. 
    924,970     $ 41,096     $ 44.43       15.0 %   May 2026
Vertex Pharmaceuticals Incorporated
    685,286       28,875       42.14       10.5 %   Multiple(1)
Beth Israel Deaconess Medical Center, Inc. 
    362,364       25,543       70.49       9.3 %   June 2023
Genzyme Corporation
    343,000       15,464       45.08       5.6 %   July 2018
Regeneron Pharmaceuticals, Inc. 
    477,257       14,115       29.58       5.1 %   Multiple(2)
Ironwood Pharmaceuticals, Inc.(3)
    160,894       9,509       59.10       3.5 %   Multiple(4)
Children’s Hospital Corporation
    150,215       8,750       58.25       3.2 %   April 2023
Centocor, Inc. (Johnson & Johnson)
    374,387       8,428       22.51       3.1 %   March 2014
Schering Corporation(3)
    136,067       7,609       55.92       2.8 %   August 2016
Array BioPharma, Inc. 
    228,007       7,258       31.83       2.6 %   Multiple(5)
                                     
Total/Weighted-Average(6)
    3,842,447     $ 166,647     $ 43.37       60.7 %    
                                     
 
 
(1) 191,904 square feet expires August 2010, 100,854 square feet expires December 2010, 20,608 square feet expires May 2012, 81,204 square feet expires September 2013, and 290,716 square feet expires April 2018. The maturity dates for 191,904 and 100,854 square feet originally expiring on August 31, 2010 and December 31, 2010, respectively, were extended through December 31, 2015 pursuant to lease amendments executed on January 12, 2009.
 
(2) 129,224 square feet expires June 2009, which will be replaced with a 15-year 229,644 square foot lease at the new buildings under construction at the Landmark at Eastview II property, and 118,389 square feet expires June 2024.
 
(3) We own 20% of the limited liability company that owns the property that this tenant occupies.
 
(4) 9,277 square feet expires June 2009, 39,101 square feet expires December 2010 and 112,516 square feet expires December 2013.
 
(5) 149,984 square feet expires July 2016 and 78,023 square feet expires August 2016.
 
(6) Without regard to any lease terminations and/or renewal options.
 
Lease Terms
 
Our leases are typically structured for terms of five to 15 years, with extension options, and include a fixed rental rate with scheduled annual escalations. The leases are generally triple-net. Triple-net leases are those in which tenants pay not only base rent, but also some or all real estate taxes and operating expenses of the leased property. Tenants typically reimburse us for the full direct cost, without regard to a base year or expense stop, for use of lighting, heating and air conditioning, and certain capital improvements necessary to maintain the property in its original condition. We are generally responsible for structural repairs.
 
Item 3.   Legal Proceedings
 
Although we are involved in legal proceedings arising in the ordinary course of business, we are not currently a party to any legal proceedings nor, to our knowledge, is any legal proceeding threatened against us that we believe would have a material adverse effect on our financial position, results of operations or liquidity.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
None.


31


Table of Contents

 
PART II
 
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Our common stock has been listed on the New York Stock Exchange, or NYSE, under the symbol “BMR” since August 6, 2004. On February 11, 2009, the reported closing sale price per share for our common stock on the NYSE was $10.49 and there were approximately 175 holders of record. The following table sets forth, for the periods indicated, the high, low and last sale prices in dollars on the NYSE for our common stock and the distributions we declared per share.
 
                                 
                      Cash Dividend
 
Period
  High     Low     Last     per Common Share  
 
First Quarter 2007
  $ 31.20     $ 25.59     $ 26.30     $ 0.310  
Second Quarter 2007
  $ 29.94     $ 24.13     $ 25.12     $ 0.310  
Third Quarter 2007
  $ 26.20     $ 21.00     $ 24.10     $ 0.310  
Fourth Quarter 2007
  $ 26.25     $ 20.89     $ 23.17     $ 0.310  
First Quarter 2008
  $ 25.33     $ 19.32     $ 23.89     $ 0.335  
Second Quarter 2008
  $ 27.75     $ 23.59     $ 24.53     $ 0.335  
Third Quarter 2008
  $ 29.50     $ 22.72     $ 26.45     $ 0.335  
Fourth Quarter 2008
  $ 25.43     $ 5.88     $ 11.72     $ 0.335  
 
We intend to continue to declare quarterly distributions on our common stock. The actual amount and timing of future distributions will be at the discretion of our board of directors and will depend upon our financial condition in addition to the requirements of the Code, and no assurance can be given as to the amounts or timing of future distributions. In addition, our credit facilities limit our ability to pay distributions to our common stockholders. The limitation is based on 95% of funds from operations, but not less than the minimum necessary to enable us to meet our REIT income distribution requirements. We do not anticipate that our ability to pay distributions will be impaired by the terms of our credit facilities. However, there can be no assurances in that regard.
 
Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this Annual Report on Form 10-K.


32


Table of Contents

The following graph shows a comparison from August 6, 2004, the first day of trading for our common stock, to December 31, 2008 of cumulative total shareholder return, calculated on a dividend reinvested basis, for our company, the S&P 500 Stock Index, or the S&P 500, and the National Association of Real Estate Investment Trusts, Inc. Equity REIT Total Return Index, or the Industry Index, which includes all tax-qualified equity REITs listed on the NYSE. The graph assumes $100 was invested in each of our company’s common stock, the S&P 500 and the Industry Index on August 6, 2004. Data points on the graph are annual. Note that historic stock price performance is not necessarily indicative of future stock price performance.
 
(PERFORMANCE GRAPH)
 
Source: SNL Financial LC
 
Item 6.   Selected Financial Data
 
The following sets forth selected consolidated financial and operating information for BioMed Realty Trust, Inc. and for 201 Industrial Road, L.P., our predecessor, which are derived from our audited consolidated financial statements. We have not presented historical information for BioMed Realty Trust, Inc. prior to August 11, 2004, the date on which we consummated our initial public offering, because during the period from our formation until our initial public offering, we did not have material corporate activity. The following data should be read in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of this report.


33


Table of Contents

BIOMED REALTY TRUST, INC. AND BIOMED REALTY TRUST, INC. PREDECESSOR
(Dollars in thousands, except share data)
 
                                                 
    BioMed Realty Trust, Inc.     Predecessor  
                            Period
    Period
 
                            August 11,
    January 1,
 
                            2004 through
    2004 through
 
    Year Ended December 31,     December 31,
    August 17,
 
    2008     2007     2006     2005     2004     2004  
 
Statements of Income:
                                               
Revenues:
                                               
Total revenues
  $ 301,973     $ 266,109     $ 218,735     $ 138,784     $ 28,654     $ 3,714  
                                                 
Expenses:
                                               
Rental operations and real estate taxes
    84,729       71,142       60,999       46,358       11,619       353  
Depreciation and amortization
    84,227       72,202       65,063       39,378       7,853       600  
General and administrative
    22,834       21,870       18,085       13,278       3,130        
                                                 
Total expenses
    191,790       165,214       144,147       99,014       22,602       953  
                                                 
Income from operations
    110,183       100,895       74,588       39,770       6,052       2,761  
Equity in net (loss)/income of unconsolidated partnerships
    (1,200 )     (893 )     83       119       (11 )      
Interest income
    485       990       1,102       1,333       190        
Interest expense
    (39,612 )     (27,654 )     (40,672 )     (23,226 )     (1,180 )     (1,760 )
Loss on derivative instruments
    (19,948 )                              
Gain on extinguishment of debt
    17,066                                
                                                 
Income from continuing operations before minority interests
    66,974       73,338       35,101       17,996       5,051       1,001  
Minority interests in continuing operations of consolidated partnerships
    9       (45 )     137       267       145        
Minority interests in continuing operations of operating partnership
    (2,086 )     (2,412 )     (1,670 )     (1,271 )     (414 )      
                                                 
Income from continuing operations
    64,897       70,881       33,568       16,992       4,782       1,001  
Income from discontinued operations before gain on sale of assets and minority interests
          639       1,542       57              
Gain on sale of real estate assets
          1,087                          
Minority interests attributable to discontinued operations
          (74 )     (77 )     (3 )            
                                                 
Income from discontinued operations
          1,652       1,465       54              
                                                 
Net income
    64,897       72,533       35,033       17,046       4,782       1,001  
Preferred stock dividends
    (16,963 )     (16,868 )                        
                                                 
Net income available to common stockholders
  $ 47,934     $ 55,665     $ 35,033     $ 17,046     $ 4,782     $ 1,001  
                                                 
Income from continuing operations per share available to common stockholders:
                                               
Basic earnings per share
  $ 0.67     $ 0.83     $ 0.60     $ 0.44     $ 0.15        
Diluted earnings per share
  $ 0.67     $ 0.83     $ 0.60     $ 0.43     $ 0.15        
Net income per share available to common stockholders:
                                               
Basic earnings per share
  $ 0.67     $ 0.85     $ 0.63     $ 0.44     $ 0.15        
Diluted earnings per share
  $ 0.67     $ 0.85     $ 0.62     $ 0.44     $ 0.15        
Weighted-average common shares outstanding:
                                               
Basic
    71,684,244       65,302,794       55,928,595       38,913,103       30,965,178        
Diluted
    74,831,483       68,269,985       59,018,004       42,091,195       33,767,575        
Cash dividends declared per common share
  $ 1.34     $ 1.24     $ 1.16     $ 1.08     $ 0.4197        
Cash dividends declared per preferred share
  $ 1.84     $ 1.83                          
Balance Sheet Data (at period end):
                                               
Investments in real estate, net
  $ 2,957,735     $ 2,805,983     $ 2,457,538     $ 1,129,371     $ 468,530        
Total assets
    3,226,799       3,057,268       2,692,642       1,337,310       581,723        
Total indebtedness
    1,347,306       1,500,787       1,343,356       513,233       102,236        
Total liabilities
    1,597,572       1,653,052       1,458,610       586,162       137,639        
Minority interests
    12,381       17,280       19,319       20,673       22,267        
Stockholders’ equity and partners’ capital
    1,616,846       1,386,936       1,214,713       730,475       421,817        
Other Data:
                                               
Cash flows from/(used in)(1):
                                               
Operating activities
    115,046       114,965       101,588       54,762       14,497        
Investing activities
    (218,661 )     (409,301 )     (1,339,463 )     (601,805 )     (457,218 )      
Financing activities
    111,558       282,151       1,243,227       539,486       470,433        
 
 
(1) Cash flow information for 2004 is combined for BioMed Realty Trust, Inc. and our predecessor.


34


Table of Contents

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section above entitled “Item 1. Business — Forward-Looking Statements.” Certain risk factors may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section above entitled “Item 1A. Risk Factors.”
 
Overview
 
As used herein, the terms “we,” “us,” “our” or the “Company” refer to BioMed Realty Trust, Inc., a Maryland corporation, and any of our subsidiaries, including BioMed Realty, L.P., a Maryland limited partnership (our “Operating Partnership”). We operate as a fully integrated, self-administered and self-managed real estate investment trust (“REIT”) focused on acquiring, developing, owning, leasing and managing laboratory and office space for the life science industry. Our tenants primarily include biotechnology and pharmaceutical companies, scientific research institutions, government agencies and other entities involved in the life science industry. Our properties are generally located in markets with well established reputations as centers for scientific research, including Boston, San Diego, San Francisco, Seattle, Maryland, Pennsylvania and New York/New Jersey.
 
We were formed on April 30, 2004 and completed our initial public offering on August 11, 2004.
 
As of December 31, 2008, our portfolio consisted of 69 properties, representing 112 buildings with an aggregate of approximately 10.4 million rentable square feet, including approximately 1.4 million square feet of development in progress. We also owned undeveloped land parcels adjacent to existing properties that we estimate can support up to approximately 1.4 million rentable square feet of laboratory and office space.
 
Factors Which May Influence Future Operations
 
Our long-term corporate strategy is to continue to focus on acquiring, developing, owning, leasing and managing laboratory and office space for the life science industry. As of December 31, 2008, our operating portfolio was 86.9% leased to 115 tenants. As of December 31, 2007, our operating portfolio was 93.8% leased to 112 tenants. The decrease in the overall leasing percentage is a reflection of an increase in the rentable square footage in our operating portfolio, which increased by approximately 830,000 rentable square feet in the year ended December 31, 2008 due to the completion of development or redevelopment activities at a number of properties. Total leased square footage during the same period increased by approximately 261,000 square feet within the operating portfolio.
 
Leases representing approximately 4.2% of our leased square footage expire during 2009 and leases representing approximately 10.0% of our leased square footage expire during 2010. Our leasing strategy for 2009 focuses on leasing currently vacant space and negotiating renewals for leases scheduled to expire during the year, and identifying new tenants or existing tenants seeking additional space to occupy the spaces for which we are unable to negotiate such renewals. We may proceed with additional new developments, as real estate and capital market conditions permit.
 
Redevelopment/Development Properties
 
We are actively engaged in the redevelopment and development of certain properties in our portfolio. We believe that these activities will ultimately result in a return on our additional investment once the redevelopment and development activities have been completed and the properties are leased. However, redevelopment and development activities involve inherent risks and assumptions relating to our ability to fully lease the properties. Our objective is that these properties will be fully leased upon completion of the construction activities. However, our ability to fully lease the properties may be adversely affected by changing market conditions, including periods of economic slowdown or recession, rising interest rates, declining demand for life science office and laboratory space, local oversupply of real estate assets, or competition from others, which may diminish our opportunities for leasing the property on favorable terms or at all. In addition, we may fail to retain tenants that have pre-leased our


35


Table of Contents

properties, or may face significant monetary penalties, if we do not complete the construction of these properties in a timely manner or to the tenants’ specifications. Further, our competitors with greater resources may have more flexibility than we do in their ability to offer rental concessions to attract tenants to their properties, which could put pressure on our ability to attract tenants at rental rates that will provide an expected return on our additional investment in these properties. As a result, we may be unable to fully lease some of our redevelopment/development properties in a timely manner upon the completion of major construction activities.
 
We also rely on external sources of debt and equity funding to provide capital for our redevelopment and development projects. Although we believe that we currently have sufficient borrowing capacity and will be able to obtain additional funding as necessary, we may be unable to obtain financing on favorable terms (or at all) or we may be forced to seek alternative sources of potentially less attractive financing, which may require us to adjust our business and construction plans accordingly. Further, we may spend more time or money than anticipated to redevelop or develop our properties due to delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations or other unanticipated delays in the construction.
 
The following summarizes our consolidated properties under repositioning or redevelopment at December 31, 2008:
 
                         
    Total Property
          Estimated Full
 
    Rentable
    Percent
    In-Service
 
Property
  Square Feet     Leased     Date(1)  
 
Elliott Avenue
    134,989       0.0 %     Q1 2010  
Pacific Research Center
    1,389,517       24.2 %     Q2 2009  
                         
Total/Weighted-Average
    1,524,506       22.1 %        
                         
 
 
(1) Our estimate of the time in which redevelopment will be substantially complete. We estimate that the projects will be substantially complete and held available for their intended use upon the completion of tenant improvements, but no later than one year from the cessation of major construction activities. We currently estimate that we will invest up to an additional $145.0 million before the redevelopment on these properties is substantially complete.
 
The following summarizes our consolidated properties under development at December 31, 2008 (portions of certain development properties were delivered to tenants for their intended use during the year ended December 31, 2008):
 
                                         
    Estimated
                Estimated
    Estimated Full
 
    Rentable
    Percent
    Investment
    Total
    In-Service
 
Property
  Square Feet     Leased     to Date     Investment     Date(1)  
                (Dollars in thousands)        
 
Center for Life Science | Boston
    704,159       87.1 %   $ 709,200     $ 720,000       Q1 2009  
530 Fairview Avenue
    96,188       65.9 %     38,500       47,500       Q2 2009  
Landmark at Eastview II(2)
    360,520       69.2 %     85,000       145,000       Q2 2009  
                                         
Total/Weighted-Average
    1,160,867       79.8 %   $ 832,700     $ 912,500          
                                         
 
 
(1) Our estimate of the time in which development will be substantially complete. We estimate that the projects will be substantially complete and held available for their intended use upon the completion of tenant improvements, but no later than one year from the cessation of major construction activities.
 
(2) A previously undeveloped portion of the property was undergoing development as of December 31, 2008 and has been reflected separately from the stabilized portion of the property. However, we have not separated this previously undeveloped portion into a separate property for legal and accounting purposes. Therefore, we still classify the Landmark at Eastview property as a stabilized property although it is also included in our discussion of development properties.


36


Table of Contents

 
Lease Expirations
 
The following is a summary of lease expirations over the next ten calendar years for leases in place at December 31, 2008. This table assumes that none of the tenants exercise renewal options or early termination rights, if any, at or prior to the scheduled expirations:
 
                                         
                            Annualized
 
                      Percent of
    Base Rent
 
          Percent of
    Annualized
    Annualized
    per Leased
 
    Leased
    Leased
    Base Rent
    Base Rent
    Square Foot
 
Year of Lease Expiration
  Square Feet     Square Feet     Current     Current     Current  
    (In thousands)  
 
2009(1)
    323,554       4.2 %   $ 7,045       2.6 %   $ 21.77  
2010(2)
    771,082       10.0 %     17,861       6.5 %     23.16  
2011
    380,013       4.9 %     13,394       4.9 %     35.25  
2012
    469,936       6.1 %     11,182       4.1 %     23.79  
2013
    434,141       5.6 %     10,218       3.7 %     23.54  
2014
    617,695       8.0 %     14,051       5.1 %     22.75  
2015
    84,157       1.1 %     2,760       1.0 %     32.80  
2016
    623,067       8.0 %     23,803       8.7 %     38.20  
2017
    198,447       2.6 %     4,783       1.7 %     24.10  
2018
    1,085,616       14.0 %     47,159       17.2 %     43.44  
Thereafter
    2,754,580       35.5 %     122,441       44.5 %     44.45  
                                         
Total Portfolio/Weighted-Average
    7,742,288       100.0 %   $ 274,697       100.0 %   $ 35.48  
                                         
 
 
(1) Includes current month-to-month leases.
 
(2) The maturity dates for approximately 192,000 and 100,000 leased square feet originally expiring on August 31, 2010 and December 31, 2010, respectively, were extended through December 31, 2015 pursuant to lease amendments executed with a tenant on January 12, 2009.
 
The success of our leasing and development strategy will be dependent upon the general economic conditions and more specifically real estate market conditions and life science industry trends in the United States and in our target markets of Boston, San Diego, San Francisco, Seattle, Maryland, Pennsylvania, New York/New Jersey and research parks near or adjacent to universities. We cannot give any assurance that leases will be renewed or that available space will be released at rental rates equal to or above the current contractual rental rates or at all.
 
Critical Accounting Policies
 
The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. On an ongoing basis, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they address the most material parts of our financial statements, require complex judgment in their application or require estimates about matters that are inherently uncertain.


37


Table of Contents

Investments in Real Estate
 
Investments in real estate are carried at depreciated cost. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows:
 
     
Buildings and improvements   15-40 years
Ground lease
  Term of the related lease
Tenant improvements
  Shorter of the useful lives or the terms of the related leases
Furniture, fixtures, and equipment
  3 to 5 years
Acquired in-place leases
  Non-cancelable term of the related lease
Acquired management agreements
  Non-cancelable term of the related agreement
 
Our estimates of useful lives have a direct impact on our net income. If expected useful lives of our investments in real estate were shortened, we would depreciate the assets over a shorter time period, resulting in an increase to depreciation expense and a corresponding decrease to net income on an annual basis.
 
Management must make significant assumptions in determining the value of assets and liabilities acquired. The use of different assumptions in the allocation of the purchase cost of the acquired properties would affect the timing of recognition of the related revenue and expenses. The fair-value of tangible assets of an acquired property (which includes land, buildings, and improvements) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, buildings and improvements based on management’s determination of the relative fair-value of these assets. Factors considered by us in performing these analyses include an estimate of the carrying costs during the expected lease-up periods, current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand.
 
The aggregate value of other acquired intangible assets consisting of acquired in-place leases and acquired management agreements are recorded based on a variety of considerations including, but not necessarily limited to: (a) the value associated with avoiding the cost of originating the acquired in-place leases (i.e. the market cost to execute a lease, including leasing commissions and legal fees, if any); (b) the value associated with lost revenue related to tenant reimbursable operating costs estimated to be incurred during the assumed lease-up period (i.e. real estate taxes and insurance); and (c) the value associated with lost rental revenue from existing leases during the assumed lease-up period. The fair-value assigned to the acquired management agreements are recorded at the present value (using a discount rate which reflects the risks associated with the management agreements acquired) of the acquired management agreements with certain tenants of the acquired properties. The values of in-place leases and management agreements are amortized to expense over the remaining non-cancelable period of the respective leases or agreements. If a lease were to be terminated or if termination is determined to be likely (e.g., in the case of a tenant bankruptcy) prior to its contractual expiration, amortization of all unamortized amounts related to that lease would be accelerated and such amounts written off.
 
Costs incurred in connection with the acquisition, development or construction of properties and improvements are capitalized. Capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other direct costs incurred during the period of development. We capitalize costs on land and buildings under development until construction is substantially complete and the property is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. We consider a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. We cease capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with any remaining portion under construction. Capitalized costs associated with unsuccessful acquisitions are charged to expense when an acquisition is no longer considered probable.
 
Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repairs and maintenance costs include all costs that do not extend the useful life of an asset or


38


Table of Contents

increase its operating efficiency. Significant replacement and betterments represent costs that extend an asset’s useful life or increase its operating efficiency.
 
When circumstances such as adverse market conditions indicate a possible impairment of the value of a property, we review the recoverability of the property’s carrying value. The review of recoverability is based on an estimate of the future undiscounted cash flows (excluding interest charges) expected to result from the long-lived asset’s use and eventual disposition. These cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a long-lived asset, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair-value of the property. We are required to make subjective assessments as to whether there are impairments in the values of our investments in long-lived assets. These assessments have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Although our strategy is to hold our properties over the long-term, if our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to the lower of the carrying amount or fair-value less costs to sell, and such loss could be material. If we determine that impairment has occurred, the affected assets must be reduced to their fair-value.
 
Revenue Recognition
 
We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. In determining what constitutes the leased asset, we evaluate whether we or the lessee is the owner, for accounting purposes, of the tenant improvements. If we are the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we conclude that we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives, which reduce revenue recognized on a straight-line basis over the remaining non-cancelable term of the respective lease. In these circumstances, we begin revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct improvements. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. We consider a number of different factors to evaluate whether we or the lessee is the owner of the tenant improvements for accounting purposes. These factors include:
 
  •  whether the lease stipulates how and on what a tenant improvement allowance may be spent;
 
  •  whether the tenant or landlord retain legal title to the improvements;
 
  •  the uniqueness of the improvements;
 
  •  the expected economic life of the tenant improvements relative to the length of the lease;
 
  •  the responsible party for construction cost overruns; and
 
  •  who constructs or directs the construction of the improvements.
 
The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment. In making that determination we consider all of the above factors. However, no one factor is determinative in reaching a conclusion.
 
All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the term of the related lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in accrued straight-line rents on the accompanying consolidated balance sheets and contractually due but unpaid rents are included in accounts receivable. Existing leases at acquired properties are reviewed at the time of acquisition to determine if contractual rents are above or below current market rents for the acquired


39


Table of Contents

property. An identifiable lease intangible asset or liability is recorded based on the present value (using a discount rate that reflects the risks associated with the acquired leases) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) our estimate of the fair market lease rates for the corresponding in-place leases at acquisition, measured over a period equal to the remaining non-cancelable term of the leases and any fixed rate renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the remaining non-cancelable terms of the respective leases. If a lease were to be terminated or if termination were determined to be likely (e.g., in the case of a tenant bankruptcy) prior to its contractual expiration, amortization of the related unamortized above or below market lease intangible would be accelerated and such amounts written off.
 
Substantially all rental operations expenses, consisting of real estate taxes, insurance and common area maintenance costs are recoverable from tenants under the terms of our lease agreements. Amounts recovered are dependent on several factors, including occupancy and lease terms. Tenant recovery revenue is recognized in the period the expenses are incurred. The reimbursements are recognized and presented in accordance with Emerging Issues Tax Force Issue (“EITF”) No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent (“EITF 99-19”). EITF 99-19 requires that these reimbursements be recorded gross, as the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the credit risk.
 
Lease termination fees are recognized when the related leases are canceled, collectability is assured, and we have no continuing obligation to provide space to former tenants.
 
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required rent and tenant recovery payments or defaults. We may also maintain an allowance for accrued straight-line rents and amounts due from lease terminations based on our assessment of the collectability of the balance.
 
Payments received under master lease agreements entered into with the sellers of properties to lease space that was not producing rent at the time of the acquisition are recorded as a reduction to buildings and improvements rather than as rental income in accordance with EITF 85-27, Recognition of Receipts from Made-Up Rental Shortfalls.
 
Investments in Partnerships
 
We evaluate our investments in limited liability companies and partnerships under Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46R”), an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46R provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities”) and the determination of which business enterprise should consolidate the variable interest entity (the “primary beneficiary”). Generally, FIN 46R applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.
 
If FIN 46R does not apply, we consider EITF Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“EITF 04-5”), which provides guidance in determining whether a general partner controls a limited partnership. EITF 04-5 states that the general partner in a limited partnership is presumed to control that limited partnership. The presumption may be overcome if the limited partners have either (1) the substantive ability to dissolve the limited partnership or otherwise remove the general partner without cause or (2) substantive participating rights, which provide the limited partners with the ability to effectively participate in significant decisions that would be expected to be made in the ordinary course of the limited partnership’s business and thereby preclude


40


Table of Contents

the general partner from exercising unilateral control over the partnership. If the criteria in EITF 04-5 are met, the consolidation of the partnership or limited liability company is required.
 
Except for investments that are consolidated in accordance with FIN 46R or EITF 04-5, we account for investments in entities over which we exercise significant influence, but do not control, under the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for equity in earnings and cash contributions and distributions. Under the equity method of accounting, our net equity in the investment is reflected in the consolidated balance sheets and our share of net income or loss is included in our consolidated statements of income.
 
On a periodic basis, we assess whether there are any indicators that the carrying value of our investments in partnerships or limited liability companies may be impaired on a more than temporary basis. An investment is impaired only if our estimate of the fair-value of the investment is less than the carrying value of the investment on a more than temporary basis. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying value of the investment over the fair-value of the investment.
 
Assets and Liabilities Measured at Fair-Value
 
On January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements (“SFAS 157”), which defines fair-value, establishes a framework for measuring fair-value, and expands disclosures about fair-value measurements. SFAS 157 applies to reported balances that are required or permitted to be measured at fair-value under existing accounting pronouncements; accordingly, the standard does not require any new fair-value measurements of reported balances. As of December 31, 2008, we have applied the provisions of SFAS 157 to the valuation of our interest rate swaps, which are the only financial instruments measured at fair-value on a recurring basis.
 
On January 1, 2008, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, which permits companies to choose to measure certain financial instruments and other items at fair-value in order to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. However, we have not elected to measure any additional financial instruments and other items at fair-value (other than those previously required under other GAAP rules or standards) under the provisions of this standard.
 
SFAS 157 emphasizes that fair-value is a market-based measurement, not an entity-specific measurement. Therefore, a fair-value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, SFAS 157 establishes a fair-value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
 
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the level in the fair-value hierarchy within which the entire fair-value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its entirety. Our assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
 
Currently, we use forward starting and interest rate swaps to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair-


41


Table of Contents

values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of SFAS 157, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair-value measurements. In adjusting the fair-value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
 
Derivative Instruments
 
We record all derivatives on the balance sheet at fair-value. The accounting for changes in the fair-value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair-value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair-value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
 
For derivatives designated as cash flow hedges, the effective portion of changes in the fair-value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair-value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction.
 
Our objective in using derivatives is to add stability to interest expense and to manage our exposure to interest rate movements or other identified risks. To accomplish this objective, we use interest rate swaps as part of our cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. During 2008 and 2007, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt and future variability in the interest related cash flows from forecasted issuances of debt. We formally document the hedging relationships for all derivative instruments, we have historically accounted for all of our interest rate swap agreements as cash flow hedges, and we have not used derivatives for trading or speculative purposes. At December 31, 2008, the hedging relationships for two of our four forward starting swaps were no longer considered highly effective and we were required to prospectively discontinue hedge accounting for these two swaps under SFAS No. 133, Accounting for Derivative Investment and Hedging Activities (“SFAS 133”). See Note 12 to the Consolidated Financial Statements.
 
Newly Issued Accounting Pronouncements
 
See Notes to Consolidated Financial Statements included elsewhere herein for disclosure and discussion of new accounting standards.
 
Results of Operations
 
The following is a comparison, for the years ended December 31, 2008 and 2007 and for the years ended December 31, 2007 and 2006, of the consolidated operating results of BioMed Realty Trust, Inc.
 
Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007
 
The following table sets forth the basis for presenting the historical financial information for same properties (all properties except redevelopment/development, new properties, and corporate and discontinued operations), redevelopment/development properties (properties that were entirely or primarily under redevelopment or development during either of the years ended December 31, 2008 or 2007), new properties (properties that were not owned for each of the full years ended December 31, 2008 and 2007 and were not under redevelopment/


42


Table of Contents

development) and corporate entities (legal entities performing general and administrative functions and fees received from our PREI joint venture joint ventures), in thousands:
 
                                                                 
          Redevelopment/
             
          Development
             
    Same Properties     Properties     New Properties     Corporate  
    2008     2007     2008     2007     2008     2007     2008     2007  
 
Rental
  $ 181,984     $ 176,664     $ 30,580     $ 10,760     $ 14,965     $ 8,585     $ (65 )   $ (13 )
Tenant recoveries
    57,963       55,016       11,853       5,583       1,780       966       570       170  
Other income
    313       516       2       7,182                   2,028       680  
                                                                 
Total revenues
  $ 240,260     $ 232,196     $ 42,435     $ 23,525     $ 16,745     $ 9,551     $ 2,533     $ 837  
                                                                 
 
Rental Revenues.  Rental revenues increased $31.5 million to $227.5 million for the year ended December 31, 2008 compared to $196.0 million for the year ended December 31, 2007. The increase was primarily due to acquisitions during 2007 and 2008 and properties that were under redevelopment or development for which partial revenue recognition commenced during 2008 (principally at our Center for Life Science | Boston property), partially offset by properties that generated rental revenues in 2007, which subsequently entered redevelopment. Same property rental revenues increased $5.3 million, or 3.0%, for the year ended December 31, 2008 compared to the same period in 2007. The increase in same property rental revenues was primarily a result of the expansion of an existing lease at our King of Prussia property, new leases at our Landmark at Eastview, Road to the Cure and Phoenixville Pike properties, and inflation-indexed rent increases at other properties, partially offset by lease expirations and early lease terminations.
 
Tenant Recoveries.  Revenues from tenant reimbursements increased $10.5 million to $72.2 million for the year ended December 31, 2008 compared to $61.7 million for the year ended December 31, 2007. The increase was primarily due to the commencement of new leases at a number of properties, increases in utility usage and rates, acquisitions during 2007 and 2008, properties that were under redevelopment or development for which partial revenue recognition commenced during 2008 (principally at our Center for Life Science | Boston property), and an increase in property management fees earned from our PREI joint ventures. Same property tenant recoveries increased $2.9 million, or 5.4%, for the year ended December 31, 2008 compared to the same period in 2007 primarily as a result of net increases in utility usage and other recoverable costs compared to the prior year, partially offset by a change in 2008 at a property at which the tenant began to pay vendors directly for certain recoverable expenses.
 
Other Income.  Other income was $2.3 million for the year ended December 31, 2008 compared to $8.4 million for the year ended December 31, 2007. Other income for the year ended December 31, 2008 was primarily comprised of development fees earned from our PREI joint ventures. Other income for the year ended December 31, 2007 was primarily comprised of $7.7 million of gains on the early termination of leases and fees earned from our PREI joint ventures.
 
The following table shows operating expenses for same properties, redevelopment/development properties, new properties, and corporate entities, in thousands:
 
                                                                 
          Redevelopment/
             
          Development
             
    Same Properties     Properties     New Properties     Corporate  
    2008     2007     2008     2007     2008     2007     2008     2007  
 
Rental operations
  $ 45,860     $ 44,360     $ 10,593     $ 3,684     $ 2,148     $ 344     $ 2,999     $ 2,401  
Real estate taxes
    18,005       17,369       4,023       2,247       1,151       737       (50 )      
Depreciation and amortization
    61,946       61,347       14,008       7,959       8,273       2,896              
                                                                 
Total expenses
  $ 125,811     $ 123,076     $ 28,624     $ 13,890     $ 11,572     $ 3,977     $ 2,949     $ 2,401  
                                                                 
 
Rental Operations Expense.  Rental operations expense increased $10.8 million to $61.6 million for the year ended December 31, 2008 compared to $50.8 million for the year ended December 31, 2007. The increase was primarily due to acquisitions during 2007 and 2008 and properties that were under redevelopment or development


43


Table of Contents

for which partial revenue recognition commenced during 2008 (principally at our Center for Life Science | Boston property), partially offset by properties that generated rental revenues in 2007, which subsequently entered redevelopment. Same property rental operations expense increased $1.5 million, or 3.4%, for the year ended December 31, 2008 compared to 2007 primarily due to the hiring of additional property management personnel and related expansion of our operations in 2007 and 2008, and net increases in utility usage and other recoverable costs compared to the same period in the prior year, partially offset by a change in 2008 at a property at which the tenant began to pay vendors directly for certain recoverable expenses.
 
Real Estate Tax Expense.  Real estate tax expense increased $2.7 million to $23.1 million for the year ended December 31, 2008 compared to $20.4 million for the year ended December 31, 2007. The increase was primarily due to acquisitions during 2007 and 2008 and properties that were under redevelopment or development in the prior year for which partial revenue recognition commenced during 2008 (principally at our Center for Life Science | Boston property). Same property real estate tax expense increased $636,000, or 3.7%, for the year ended December 31, 2008 compared to 2007 primarily due to reassessments of the tax basis at certain properties in 2008 and refunds of property taxes in 2007 (reducing property tax expense in 2007), partially offset by a refund received at one property in 2008 and the continued capitalization of property taxes in connection with construction on our Landmark at Eastview II property.
 
Depreciation and Amortization Expense.  Depreciation and amortization expense increased $12.0 million to $84.2 million for the year ended December 31, 2008 compared to $72.2 million for the year ended December 31, 2007. The increase was primarily due to depreciation and amortization expense for the properties acquired in 2007 and 2008 and the commencement of partial operations and recognition of depreciation and amortization expense at certain of our redevelopment and development properties (principally at our Center for Life Science | Boston property), partially offset by the cessation of depreciation on certain properties, or portions thereof, which entered redevelopment in 2007 and 2008.
 
General and Administrative Expenses.  General and administrative expenses increased $964,000 to $22.8 million for the year ended December 31, 2008 compared to $21.9 million for the year ended December 31, 2007. The increase was primarily due to continued growth in the corporate infrastructure necessary to support our expanded property portfolio, additional salary and stock compensation costs associated with the retirement of one of our executive officers, and costs associated with our new corporate headquarters, which was completed in the first quarter of 2008, partially offset by lower bonuses for senior management.
 
Equity in Net Loss of Unconsolidated Partnerships.  Equity in net loss of unconsolidated partnerships increased $307,000 to $1.2 million for the year ended December 31, 2008 compared to $893,000 for the year ended December 31, 2007. The increase was primarily due to cessation of the capitalization of interest and operating expenses at certain properties of our PREI joint ventures that were placed in service in 2008, partially offset by commencement of leases at those properties.
 
Interest Expense.  Interest cost incurred for the year ended December 31, 2008 totaled $80.9 million compared to $84.4 million for the year ended December 31, 2007. Total interest cost incurred decreased primarily as a result of: (a) decreases in borrowings for working capital purposes and (b) decreases in the average interest rate on our outstanding borrowings, partially offset by higher borrowings for development and redevelopment activities.
 
During the year ended December 31, 2008, we capitalized $41.2 million of interest compared to $56.7 million for the year ended December 31, 2007. The decrease reflects the partial or complete cessation of capitalized interest at our Center for Life Science | Boston, 9865 Towne Centre Drive, and 530 Fairview Avenue development projects and our Pacific Research Center redevelopment project due to the commencement of certain leases at those properties. We expect capitalized interest costs on these and other properties currently under development or redevelopment to decrease as rentable space at these properties are readied for their intended uses through 2009. Net of capitalized interest and the accretion of debt premium, interest expense increased $11.9 million to $39.6 million for the year ended December 31, 2008 compared to $27.7 million for the year ended December 31, 2007. We expect interest expense to continue to increase in 2009 as additional properties currently under development or redevelopment are readied for their intended uses and placed in service, and also due to the adoption of a new accounting pronouncement on January 1, 2009, which will increase the amount of non-cash interest we recognize related to the exchangeable senior notes.


44


Table of Contents

Loss on derivative instruments.  We have four forward starting swaps that were acquired to mitigate our exposure to the variability in expected future cash flows attributable to changes in future interest rates associated with a forecasted issuance of fixed rate debt by April 30, 2009. Such fixed rate debt was generally expected to be issued in connection with a refinancing of our secured construction loan. The four forward starting swaps had an aggregate notional value of $450.0 million. At December 31, 2008, the hedging relationships for two of our four forward starting swaps, with an aggregate notional amount of $150.0 million, were no longer considered highly effective as the expectation of forecasted interest payments had changed, and we were required to prospectively discontinue hedge accounting for these two swaps. As a result, a portion of the unrealized losses related to these forward starting swaps previously included in accumulated other comprehensive loss, totaling $18.2 million, was reclassified to the consolidated income statement as loss on derivative instruments in the fourth quarter of 2008. Prospective changes in the fair-value of these two swaps will be recorded in the consolidated income statements through the date the swaps are settled. The loss on derivative instruments for the year ended December 31, 2008 also includes approximately $1.8 million of hedge ineffectiveness on cash flow hedges due to mismatches in forecasted debt issuance dates, maturity dates and interest rate reset dates of the interest rate and forward starting swaps and related debt.
 
Gain on Extinguishment of Debt.  In November 2008, we repurchased approximately $46.8 million face value of our exchangeable senior notes for approximately $28.8 million. The repurchase resulted in the recognition of a gain on extinguishment of debt of approximately $17.1 million (net of the write-off of approximately $858,000 in deferred loan fees), which is reflected in our consolidated statements of income.
 
Minority Interests.  Minority interests increased $380,000 to $2.1 million for the year ended December 31, 2008 compared to $2.5 million for the year ended December 31, 2007. The increase in minority interests was related to an increase in income before minority interests allocable to minority interests in our Operating Partnership, partially offset by a net loss in minority interests in our consolidated partnerships for the year ended December 31, 2008, compared to net income in minority interests in our consolidated partnerships for the year ended December 31, 2007.
 
Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006
 
The following table sets forth the basis for presenting the historical financial information for same properties (all properties except redevelopment/development, new properties, and corporate and discontinued operations), redevelopment/development properties (properties that were entirely or primarily under redevelopment or development during either of the years ended December 31, 2007 or 2006), new properties (properties that were not owned for each of the full years ended December 31, 2007 and 2006 and were not under redevelopment/development) and corporate entities (legal entities performing general and administrative functions and fees received from our PREI joint ventures), in thousands:
 
                                                                 
          Redevelopment/
             
          Development
             
    Same Properties     Properties     New Properties     Corporate  
    2007     2006     2007     2006     2007     2006     2007     2006  
 
Rental
  $ 109,498     $ 107,395     $ 16,957     $ 21,944     $ 69,554     $ 35,176     $ (13 )   $ (28 )
Tenant recoveries
    48,822       46,798       6,837       5,317       5,906       2,045       170        
Other income
    514       82       7,184       4                   680       2  
                                                                 
Total revenues
  $ 158,834     $ 154,275     $ 30,978     $ 27,265     $ 75,460     $ 37,221     $ 837     $ (26 )
                                                                 
 
Rental Revenues.  Rental revenues increased $31.5 million to $196.0 million for the year ended December 31, 2007 compared to $164.5 million for the year ended December 31, 2006. The increase was primarily due to acquisitions in 2006 and 2007, partially offset by properties that generated revenues during 2006 and subsequently entered into redevelopment. Same property rental revenues increased $2.1 million, or 2.0%, for the year ended December 31, 2007 compared to the same period in 2006. The increase in same property rental revenues was primarily a result of a full year of rental revenues in 2007 for new leases at our 21 Erie Street, Industrial Road, Landmark at Eastview, and 6828 Nancy Ridge Drive properties, partially offset by the loss of rental revenues related to higher vacancy rates at certain properties.


45


Table of Contents

Tenant Recoveries.  Revenues from tenant reimbursements increased $7.5 million to $61.7 million for the year ended December 31, 2007 compared to $54.2 million for the year ended December 31, 2006. The increase was primarily due to acquisitions during 2006 and 2007 and redevelopment properties that were placed in service in 2007. Same property tenant recoveries increased $2.0 million, or 4.3%, for the year ended December 31, 2007 compared to the same period in 2006 primarily as a result of tenant recoveries for new leases in 2007, partially offset by a decrease in real estate tax expense at certain properties.
 
Other Income.  Other income was $8.4 million for the year ended December 31, 2007 compared to $88,000 for the year ended December 31, 2006. Other income for the year ended December 31, 2007 included $7.7 million of gains on early termination of leases and $739,000 of development fees earned from our PREI joint ventures.
 
The following table shows operating expenses for same properties, redevelopment/development properties, new properties, and corporate entities, in thousands:
 
                                                                 
          Redevelopment/
             
          Development
             
    Same Properties     Properties     New Properties     Corporate  
    2007     2006     2007     2006     2007     2006     2007     2006  
 
Rental operations
  $ 40,056     $ 37,360     $ 5,236     $ 2,596     $ 3,096     $ 671     $ 2,401     $ (4 )
Real estate taxes
    13,417       15,288       2,896       3,494       4,040       1,594              
Depreciation and amortization
    43,465       44,233       10,446       11,929       18,291       8,901              
                                                                 
Total expenses
  $ 96,938     $ 96,881     $ 18,578     $ 18,019     $ 25,427     $ 11,166     $ 2,401     $ (4 )
                                                                 
 
Rental Operations Expense.  Rental operations expense increased $10.2 million to $50.8 million for the year ended December 31, 2007 compared to $40.6 million for the year ended December 31, 2006. The increase was primarily due to the inclusion of rental operations expense for acquired and redevelopment properties (net of amounts capitalized) during 2006 and 2007 and an increase in same property rental operations expense of $2.7 million, or 7.2%, for the year ended December 31, 2007 compared to 2006. The increase in same property rental operations expense is primarily due to the hiring of additional property management personnel and related expansion of our operations in 2006 and 2007 and increased operating expenses at certain properties.
 
Real Estate Tax Expense.  Real estate tax expense was $20.4 million for the years ended December 31, 2007 and 2006. Real estate tax expense increased as a result of the inclusion of property taxes for the properties acquired in 2006 and 2007, but was offset by a decrease in same property real estate tax expense of $1.9 million, or 12.2%, for the year ended December 31, 2007 compared to the same period in 2006. The decrease in same property real estate tax expense is primarily due to the capitalization of property taxes in connection with properties that were operating in 2006 and subsequently entered into redevelopment, the development of new buildings on a portion of our Landmark at Eastview property, and a reassessment of property taxes due to successful appeals at certain of our properties.
 
Depreciation and Amortization Expense.  Depreciation and amortization expense increased $7.1 million to $72.2 million for the year ended December 31, 2007 compared to $65.1 million for the year ended December 31, 2006. The increase was primarily due to the inclusion of depreciation and amortization expense for properties acquired in 2006 and 2007 and the acceleration of depreciation on assets related to an early lease termination in the amount of $1.6 million, which is included as a redevelopment property. The increase was partially offset by the cessation of depreciation on certain properties, or portions thereof, currently under redevelopment, and the full amortization of acquired intangible assets in 2007 and 2006 at certain properties.
 
General and Administrative Expenses.  General and administrative expenses increased $3.8 million to $21.9 million for the year ended December 31, 2007 compared to $18.1 million for the year ended December 31, 2006. The increase was primarily due to growth in the corporate infrastructure necessary to support our expanded property portfolio and an increase in stock compensation costs resulting from increased stock awards to employees and the vesting of restricted stock from previous years during 2007.
 
Equity in Net (Loss)/Income of Unconsolidated Partnerships.  Equity in net (loss)/income of unconsolidated partnerships decreased $976,000 to a loss of ($893,000) for the year ended December 31, 2007 compared to income of $83,000 for the year ended December 31, 2006. The decrease was primarily due to our proportionate share of the


46


Table of Contents

losses generated by our PREI joint ventures since formation in April 2007, offset by our allocation of the net income in the McKellar Court partnership for the year ended December 31, 2007.
 
Interest Expense.  Interest cost incurred for the year ended December 31, 2007 totaled $84.4 million compared to $48.3 million for the year ended December 31, 2006. Total interest cost incurred increased primarily as a result of higher borrowings for development and redevelopment activities, partially offset by decreases in borrowings for working capital purposes and decreases in the average interest rate on our outstanding borrowings. During the year ended December 31, 2007, we capitalized $56.7 million of interest compared to $7.6 million for the year ended December 31, 2006. The increase in capitalized interest reflects our increased development and redevelopment activities. Capitalized interest for the year ended December 31, 2007 was primarily comprised of amounts relating to our Center for Life Science | Boston development and Pacific Research Center redevelopment projects, which were acquired on November 17, 2006 and July 11, 2006, respectively. Net of capitalized interest and the accretion of debt premium, interest expense decreased $13.0 million to $27.7 million for the year ended December 31, 2007 compared to $40.7 million for the year ended December 31, 2006.
 
Minority Interests.  Minority interests increased $908,000 to ($2.5) million for the year ended December 31, 2007 compared to ($1.6) million for year ended December 31, 2006. The increase in minority interests was related to an increase in income before minority interests allocable to minority interests in our Operating Partnership and net income in minority interests in our consolidated partnerships for the year ended December 31, 2007 compared to net losses in minority interests in our consolidated partnerships for the year ended December 31, 2006.
 
Discontinued Operations.  In May 2007, we completed the sale of our Colorow property and recognized a gain upon closing of approximately $1.1 million. The results of operations and gain on sale of the property have been reported as discontinued operations in the consolidated statements of income for all periods presented. Income from discontinued operations was approximately $1.7 million for the year ended December 31, 2007 (representing the results of operations through the date of sale in May and the gain on sale of $1.1 million) compared to income of $1.5 million from discontinued operations for the year ended December 31, 2006.
 
Cash Flows
 
The following summary discussion of our cash flows is based on the consolidated statements of cash flows in “Item 8. Financial Statements and Supplementary Data” and is not meant to be an all inclusive discussion of the changes in our cash flows for the periods presented below (in thousands):
 
                         
    Year Ended December 31,  
    2008     2007     2006  
 
Net cash provided by operating activities
  $ 115,046     $ 114,965     $ 101,588  
Net cash used in investing activities
    (218,661 )     (409,301 )     (1,339,463 )
Net cash provided by financing activities
    111,558       282,151       1,243,227  
Ending cash and cash equivalents balance
    21,422       13,479       25,664  
 
Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007
 
Net cash provided by operating activities was $115.0 million for the years ended December 31, 2008 and 2007. Net cash provided by operating activities increased primarily due to the increases in operating income before depreciation, amortization and gain on extinguishment of debt, and loss on derivative instruments, which was offset by changes in operating assets and liabilities.
 
Net cash used in investing activities decreased $190.6 million to $218.7 million for the year ended December 31, 2008 compared to $409.3 million for the year ended December 31, 2007. The decrease was primarily due to fewer property acquisitions, including those acquired through investments in unconsolidated partnerships, and an increase in proceeds from the sale of real estate assets, partially offset by investments in non-real estate assets (primarily related to our relocation to a new corporate headquarters).
 
Net cash provided by financing activities decreased $170.6 million to $111.6 million for the year ended December 31, 2008 compared to $282.2 million for the year ended December 31, 2007. The decrease primarily


47


Table of Contents

reflects reduced financing requirements due to reduced acquisition activity. Cash was generated from the sale of common stock during the year ended December 31, 2008 and was used principally to pay down our unsecured line of credit. In addition, cash from financing activities was provided by our unsecured line of credit and our secured construction loan during the year ended December 31, 2008.
 
Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006
 
Net cash provided by operating activities increased $13.4 million to $115.0 million for the year ended December 31, 2007 compared to $101.6 million for the year ended December 31, 2006. The increase was primarily due to the increases in operating income before depreciation and amortization, partially offset by changes in operating assets and liabilities.
 
Net cash used in investing activities decreased $930.2 million to $409.3 million for the year ended December 31, 2007 compared to $1.3 billion for the year ended December 31, 2006. The decrease reflects a decrease in the cash used to acquire investments in real estate and related intangible assets (reflecting reduced acquisition activity) and cash received as proceeds from the sale of a property, partially offset by cash used for the purchases of interests in unconsolidated partnerships and funds held in escrow for acquisitions at December 31, 2007.
 
Net cash provided by financing activities decreased $961.1 million to $282.2 million for the year ended December 31, 2007 compared to $1.2 billion for the year ended December 31, 2006. The decrease reflects reduced financing requirements due to reduced acquisition activity, as well as an increase in dividends paid to common and preferred stockholders. Cash generated from the sale of preferred stock during the year ended December 31, 2007 was used principally to pay down the unsecured line of credit. In addition, cash from financing activities was provided by our unsecured line of credit and our secured construction loan during the year ended December 31, 2007.
 
Liquidity and Capital Resources
 
Our short-term liquidity requirements consist primarily of funds to pay for future distributions expected to be paid to our stockholders, swap settlements, operating expenses and other expenditures directly associated with our properties, interest expense and scheduled principal payments on outstanding mortgage indebtedness, general and administrative expenses, capital expenditures, tenant improvements and leasing commissions. Debt maturities through 2009 include our secured construction loan and the secured acquisition and interim loan facility held by our PREI joint ventures, in which we own a 20% interest and are responsible for 20% of the associated debt, with outstanding balances of $507.1 million and $364.1 million, respectively, as of December 31, 2008. The secured construction loan matures in November 2009, but we may extend the maturity date for one year through November 16, 2010 after satisfying certain conditions and payment of an extension fee. The secured acquisition and interim loan facility originally matured in April 2009, but a portion of the facility was refinanced on February 11, 2009, with a new maturity date of February 10, 2011. We also have four forward starting swaps that will require cash settlement on or before April 30, 2009. Based upon the fair-values of the forward starting swaps as of December 31, 2008, such cash settlement would require us to pay the counterparties approximately $34.3 million for the $150.0 million notional amount swap with a Strike Rate of 5.162%, $11.4 million for the $50.0 million notional amount swap with a Strike Rate of 5.167%, $22.9 million for the $100.0 million notional amount swap with a Strike Rate of 5.167% and $34.2 million for the $150.0 million notional amount swap with a Strike Rate of 5.152%, which total $102.9 million. However, the actual cash settlement amounts will depend on the values of the forward starting swaps at the dates they are settled and the actual cash settlement amounts may vary significantly from these amounts. See Note 12 to the consolidated financial statements for a discussion of the accounting for the forward starting swaps. If we are required to make cash payments to the counterparties under our forward starting swaps upon settlement, we plan to utilize a portion of our unsecured line of credit to finance those payments. However, given the current economic conditions, including, but not limited to, the credit crisis and related turmoil in the global financial system, one or more of our lenders under our unsecured line of credit may default on their obligations to make capital available to us. In addition, if that occurs, we may not be able to access alternative sources of liquidity needed to settle these forward starting swaps when required to do so.


48


Table of Contents

Our long-term liquidity requirements consist primarily of funds to pay for scheduled debt maturities, construction obligations, renovations, expansions, capital commitments and other non-recurring capital expenditures that need to be made periodically, and the costs associated with acquisitions of properties that we pursue.
 
We expect to satisfy our short-term liquidity requirements through our existing working capital and cash provided by our operations, long-term secured and unsecured indebtedness, the issuance of additional equity or debt securities and the use of net proceeds from the disposition of non-strategic assets. Our rental revenues, provided by our leases, generally provide cash inflows to meet our debt service obligations, pay general and administrative expenses, and fund regular distributions. We expect to satisfy our long-term liquidity requirements through our existing working capital, cash provided by operations, long-term secured and unsecured indebtedness, the issuance of additional equity or debt securities and the use of net proceeds from the disposition of non-strategic assets. We also expect to use funds available under our unsecured line of credit to finance acquisition and development activities and capital expenditures on an interim basis. Continued uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on favorable terms (or at all), which may negatively affect our ability to make acquisitions and fund current and future development and redevelopment projects. In addition, the financial positions of the lenders under our credit facilities may worsen to the point that they default on their obligations to make available to us the funds under those facilities. A prolonged downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plans accordingly.
 
On February 11, 2009, our PREI joint ventures jointly refinanced the outstanding balance of the secured acquisition and interim loan facility, or approximately $364.1 million, with the proceeds of a new loan totaling $203.3 million and members’ capital contributions funding the balance due. The new loan bears interest at a rate equal to, at the option of our PREI joint ventures, either (1) reserve adjusted LIBOR plus 350 basis points or (2) the higher of (a) the prime rate then in effect, (b) the federal funds rate then in effect plus 50 basis points or (c) one-month LIBOR plus 450 basis points, and requires interest only monthly payments until the maturity date, February 10, 2011. The loan includes certain restrictions and covenants that limit, among other things, the incurrence of additional indebtedness and liens at our PREI joint ventures. In addition, our PREI joint ventures may extend the maturity date of the secured acquisition and interim loan facility to February 10, 2012 after satisfying certain conditions and paying an extension fee based on the then current facility commitment.
 
We are presently in discussions with various financial institutions regarding the refinancing of our secured construction loan in an effort to complete a refinancing by June 30, 2009. Given current uncertainty in the credit markets there are no assurances that we will be able to complete a refinancing in this time frame. We believe we can refinance at least $400.0 million of the current loan balance with new fixed rate, term debt in either a single transaction or a series of transactions. We may be required to refinance amounts in excess of $400.0 million, which could require us to obtain other secured or unsecured financing, draw on our unsecured line of credit or both to fund the excess. Although we are making efforts to complete a refinancing by June 30, 2009, the loan does not mature until November 2009. Further, we may extend the maturity date for one year through November 16, 2010 after satisfying certain conditions and payment of an extension fee.
 
Under the rules adopted by the Securities and Exchange Commission regarding registration and offering procedures, if we meet the definition of a “well-known seasoned issuer” under Rule 405 of the Securities Act, we are permitted to file an automatic shelf registration statement that will be immediately effective upon filing. On September 15, 2006, we filed such an automatic shelf registration statement, which may permit us, from time to time, to offer and sell debt securities, common stock, preferred stock, warrants and other securities to the extent necessary or advisable to meet our liquidity needs.
 
On April 22, 2008, we completed the issuance of 6,129,000 shares of common stock, including the exercise of an over-allotment option of 429,000 shares, resulting in net proceeds of approximately $149.6 million, after deducting the underwriter’s discount and commissions and offering expenses. The net proceeds to us were utilized to repay a portion of the outstanding indebtedness on the unsecured line of credit and for other general corporate and working capital purposes.


49


Table of Contents

On October 3, 2008, we sold a portion of the parking spaces at our Center for Life Science | Boston garage for approximately $28.8 million pursuant to an agreement we assumed in connection with the acquisition of the property in November 2006.
 
On October 6, 2008, we completed the issuance of 8,625,000 shares of common stock, including the exercise of an over-allotment option of 1,125,000 shares, resulting in net proceeds of approximately $212.4 million, after deducting the underwriter’s discount and commissions and offering expenses. The net proceeds to us were utilized to repay a portion of the outstanding indebtedness on the unsecured line of credit and for other general corporate and working capital purposes.
 
In November 2008, we completed the repurchase of approximately $46.8 million face value of our exchangeable senior notes for approximately $28.8 million.
 
Our total capitalization at December 31, 2008 was approximately $2.6 billion and was comprised of the following:
 
                         
          Aggregate
       
          Principal
       
    Shares/Units
    Amount or
       
    at December 31,
    Dollar Value
    Percent of Total
 
    2008     Equivalent     Capitalization  
    (In thousands)  
 
Debt:
                       
Mortgage notes payable(1)
          $ 353,161       13.7 %
Secured construction loan
            507,128       19.8 %
Secured term loan
            250,000       9.8 %
Exchangeable notes
            128,250       5.0 %
Unsecured line of credit
            108,767       4.2 %
                         
Total debt
            1,347,306       52.5 %
Equity:
                       
Common shares outstanding(2)
    80,757,421       946,477       36.9 %
7.375% Series A Preferred shares outstanding(3)
    9,200,000       230,000       9.0 %
Operating partnership units outstanding(4)
    2,795,364       32,762       1.3 %
LTIP units outstanding(4)
    640,150       7,503       0.3 %
                         
Total equity
            1,216,742       47.5 %
                         
Total capitalization
          $ 2,564,048       100.0 %
                         
 
 
(1) Amount includes debt premiums of $8.8 million recorded upon the assumption of the outstanding indebtedness in connection with our purchase of the corresponding properties.
 
(2) Based on the market closing price of our common stock of $11.72 per share on the last trading day of the year (December 31, 2008).
 
(3) Based on the liquidation preference of $25.00 per share for our 7.375% Series A preferred stock.
 
(4) Our partnership and LTIP units are each individually convertible into one share of common stock at the market closing price of our common stock of $11.72 per share on the last trading day of the year (December 31, 2008).
 
Our board of directors has adopted a policy of targeting our indebtedness at approximately 50% of our total asset book value. At December 31, 2008, the ratio of debt to total asset book value was approximately 41.8%. However, our board of directors may from time to time modify our debt policy in light of current economic or market conditions including, but not limited to, the relative costs of debt and equity capital, market conditions for debt and equity securities and fluctuations in the market price of our common stock. Accordingly, we may increase or decrease our debt to total asset book value ratio beyond the limit described above.
 
Our second amended and restated unsecured credit agreement provides for a borrowing capacity on our unsecured line of credit of $600.0 million with a maturity date of August 1, 2011. Subject to the administrative agent’s reasonable discretion, we may increase the borrowing capacity of the unsecured line of credit to $1.0 billion upon satisfying certain conditions. In addition, we may, in our sole discretion, extend the maturity date of the


50


Table of Contents

unsecured line of credit to August 1, 2012 after satisfying certain conditions and paying an extension fee based on the then current facility commitment. The unsecured line of credit bears interest at a floating rate equal to, at our option, either (1) reserve-adjusted LIBOR plus a spread which ranges from 100 to 155 basis points, depending on our leverage, or (2) the higher of (a) the prime rate then in effect plus a spread which ranges from 0 to 25 basis points, or (b) the federal funds rate then in effect plus a spread which ranges from 50 to 75 basis points, in each case, depending on our leverage. We have deferred the loan costs associated with the amendments to the unsecured line of credit, which are being amortized to expense with the unamortized loan costs from the original unsecured line of credit over the remaining term. At December 31, 2008, we had $108.8 million in outstanding borrowings on our unsecured line of credit, with a weighted-average interest rate of 2.4% on the unhedged portion of the outstanding debt of approximately $73.8 million.
 
Our first amended and restated $250.0 million secured term loan agreement has a maturity date of August 1, 2012 and bears interest at a floating rate equal to, at our option, either (1) reserve-adjusted LIBOR plus 165 basis points or (2) the higher of (a) the prime rate then in effect plus 25 basis points and (b) the federal funds rate then in effect plus 75 basis points. The secured term loan was secured by our interests in twelve of our properties as of December 31, 2008, and was also secured by our interest in any distributions from these properties, a pledge of the equity interests in a subsidiary owning one of these properties, and a pledge of the equity interests in a subsidiary owning an interest in another of these properties. At December 31, 2008, we had $250.0 million in outstanding borrowings on our secured term loan.
 
The terms of the credit agreements for the unsecured line of credit and secured term loan include certain restrictions and covenants, which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens. The terms also require compliance with financial ratios relating to the minimum amounts of net worth, fixed charge coverage, unsecured debt service coverage, the maximum amount of secured, and secured recourse indebtedness, leverage ratio and certain investment limitations. The dividend restriction referred to above provides that, except to enable us to continue to qualify as a REIT for federal income tax purposes, we will not make distributions with respect to common stock or other equity interests in an aggregate amount for the preceding four fiscal quarters in excess of 95% of funds from operations, as defined, for such period, subject to other adjustments. We believe that we were in compliance with the covenants as of December 31, 2008.


51


Table of Contents

A summary of our outstanding consolidated mortgage notes payable as of December 31, 2008 and 2007 is as follows (in thousands):
 
                                     
          Effective
    Principal Balance
     
    Stated Fixed
    Interest
    December 31,      
    Interest Rate     Rate     2008     2007     Maturity Date
 
Ardentech Court
    7.25 %     5.06 %   $ 4,464     $ 4,564     July 1, 2012
Bayshore Boulevard
    4.55 %     4.55 %     14,923       15,335     January 1, 2010
Bridgeview Technology Park I
    8.07 %     5.04 %     11,384       11,508     January 1, 2011
Eisenhower Road
    5.80 %     4.63 %           2,113     May 5, 2008
40 Erie Street
    7.34 %     4.90 %           17,625     August 1, 2008
500 Kendall Street (Kendall D)
    6.38 %     5.45 %     67,810       69,437     December 1, 2018
Lucent Drive
    5.50 %     5.50 %     5,341       5,543     January 21, 2015
Monte Villa Parkway
    4.55 %     4.55 %     9,084       9,336     January 1, 2010
6828 Nancy Ridge Drive
    7.15 %     5.38 %     6,694       6,785     September 1, 2012
Road to the Cure
    6.70 %     5.78 %     15,200       15,427     January 31, 2014
Science Center Drive
    7.65 %     5.04 %     11,148       11,301     July 1, 2011
Shady Grove Road
    5.97 %     5.97 %     147,000       147,000     September 1, 2016
Sidney Street
    7.23 %     5.11 %     29,184       29,986     June 1, 2012
9885 Towne Centre Drive
    4.55 %     4.55 %     20,749       21,323     January 1, 2010
900 Uniqema Boulevard
    8.61 %     5.61 %     1,357       1,509     May 1, 2015
                                     
                      344,338       368,792      
Unamortized premiums
                    8,823       10,888      
                                     
                    $ 353,161     $ 379,680      
                                     
 
Premiums were recorded upon assumption of the mortgage notes payable at the time of the related 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 note using a method that approximates the effective-interest method.
 
As of December 31, 2008, principal payments due for our indebtedness (mortgage notes payable excluding debt premium of $8.8 million, secured term loan, secured construction loan, the exchangeable senior notes, and unsecured line of credit, excluding our proportionate share of the indebtedness of our unconsolidated partnerships) were as follows (in thousands):
 
         
2009
  $ 512,154  
2010
    47,446  
2011
    134,988  
2012
    291,421  
2013
    4,862  
Thereafter(1)
    347,612  
         
    $ 1,338,483  
         
 
 
(1) Includes $128.3 million in principal payments of the exchangeable senior notes based on a contractual maturity date of October 1, 2026.
 
We are a party to three interest rate swaps, which hedge the risk of increase in interest rates on our variable rate debt. In addition, in connection with entering into the acquisition and construction loan secured by our Center for Life Science | Boston property, we entered into four forward starting swap agreements, which had the effect of fixing the interest rate on the long-term debt that was expected to replace the secured construction loan. We record all derivatives on the balance sheet at fair-value. The accounting for changes in the fair-value of derivatives depends


52


Table of Contents

on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair-value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair-value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
 
For derivatives designated as cash flow hedges, the effective portion of changes in the fair-value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair-value of the derivative is recognized directly in earnings. We assess the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged item or transaction.
 
Our objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, we primarily use interest rate swaps as part of our cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. During 2008 and 2007, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt and future variability in the interest related cash flows from forecasted issuances of debt. We formally document the hedging relationships for all derivative instruments, we have historically accounted for all of our interest rate swap agreements as cash flow hedges, and we have not used derivatives for trading or speculative purposes.
 
As of December 31, 2008, we had four forward starting swaps, with a total notional value of $450.0 million, that were acquired to mitigate our exposure to the variability in expected future cash flows attributable to changes in future interest rates associated with a forecasted issuance of fixed rate debt by April 30, 2009. The forward starting swaps are carried on the accompanying consolidated balance sheets at fair-value, based on the net present value of the expected future cash flows on the swaps. At maturity (mandatory settlement date of April 30, 2009, if not previously settled), we will either (a) receive payment from the counterparties if the accumulated balance is an asset, or (b) make payment to the counterparties if the accumulated balance is a liability with the resulting receipt or payment deferred and amortized as an increase or decrease to interest expense over the term of the forecasted borrowing. Based upon the fair-values of the forward starting swaps as of December 31, 2008, we would be required to pay the counterparties approximately $102.9 million. The actual cash settlement amounts will depend on the values of the forward starting swaps at the dates they are settled and the actual cash settlement amounts may vary significantly from this amount. No initial net investment was made to enter into these agreements.
 
At December 31, 2008, the hedging relationships for two of the forward starting swaps, with an aggregate notional amount of $150.0 million, were no longer considered highly effective as the expectation of forecasted interest payments had changed, and we were required to prospectively discontinue hedge accounting for these two swaps. As a result, a portion of the unrealized losses related to these forward starting swaps previously included in accumulated other comprehensive loss, totaling $18.2 million, was reclassified to the consolidated income statement as loss on derivative instruments in the fourth quarter of 2008 and the two forward starting swaps are no longer designated as cash flow hedges. Prospective changes in the fair-value of these two swaps will be recorded in the consolidated income statements through the date the swaps are settled.
 
As of December 31, 2008, we also had three interest rate swaps with an aggregate notional amount of $400.0 million under which at each monthly settlement date we either (1) receive the difference between the Strike Rate and one-month LIBOR if the Strike Rate is less than LIBOR or (2) pay such difference if the Strike Rate is greater than LIBOR. One interest rate swap with a notional amount of $250.0 million hedges our secured term loan. Each of the remaining two interest rate swaps hedges the first interest payments, due on the date that is on or closest after each swap’s settlement date, associated with the amount of LIBOR-based debt equal to each swap’s notional amount. One of these interest rate swaps has a notional amount of $35.0 million (interest rate of 5.9%, including the applicable credit spread) and is currently intended to hedge interest payments associated with our unsecured line of credit. The remaining interest rate swap has a notional amount of $115.0 million (interest rate of 5.9%, including the applicable credit spread) and is currently intended to hedge interest payments associated with our secured construction loan. No initial investment was made to enter into the interest rate swap agreements.


53


Table of Contents

For the year ended December 31, 2008, approximately $1.8 million of hedge ineffectiveness on cash flow hedges due to mismatches in forecasted debt issuance dates, maturity dates and interest rate reset dates of the interest rate swaps and related debt was recognized in loss on derivative instruments. For the years ended December 31, 2007, and 2006 an immaterial amount of hedge ineffectiveness on cash flow hedges due to mismatches in maturity dates and interest rate reset dates of the interest rate swaps and related debt was recognized in interest expense. If we are unable to complete the refinancing of our secured construction loan by June 30, 2009 or we complete the refinancing by June 30, 2009 but in an amount less than the $300.0 million in notional value associated with the remaining two forward starting swaps designated as cash flow hedges, additional ineffectiveness may occur. The amount of ineffectiveness that we would be required to record will depend on the value of the swaps, the timing of the settlement of the swaps, the amount of debt refinanced and the timing of the refinancing. It is possible that we could be required to recognize an additional material amount of ineffectiveness related to the forward starting swaps.
 
Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to earnings when the hedged transaction affects earnings. The change in net unrealized (loss)/gain on derivative instruments includes reclassifications of net unrealized losses from accumulated other comprehensive loss as (a) an increase to interest expense of $7.1 million and (b) a loss on derivative instruments of $19.9 million for the year ended December 31, 2008. The change in net unrealized (loss)/gain on derivative instruments includes reclassifications of net unrealized gains and losses from accumulated other comprehensive loss as a reduction to interest expense of $3.1 million and $2.3 million for the years ended December 31, 2007, and 2006, respectively. In addition, for the year ended December 31, 2008, approximately $5.1 million of settlement payments relating to our interest rate swaps were deferred in accumulated other comprehensive loss related to our Center for Life Science | Boston, Pacific Research Center, and other properties that had been or are currently under development or redevelopment. During 2009, we estimate that an additional $17.1 million will be reclassified as an increase to interest expense.
 
The following table provides information with respect to our contractual obligations at December 31, 2008, including maturities and scheduled principal repayments, but excluding related debt premiums. We were not subject to any material capital lease obligations or unconditional purchase obligations as of December 31, 2008.
 
                                         
Obligation
  2009     2010-2011     2012-2013     Thereafter     Total  
    (In thousands)  
 
Mortgage notes payable(1)
  $ 5,026     $ 73,667     $ 46,283     $ 219,362     $ 344,338  
Secured term loan
                250,000             250,000  
Secured construction loan(2)
    507,128                         507,128  
Exchangeable senior notes
                      128,250       128,250  
Unsecured line of credit(3)
          108,767                   108,767  
Share of debt of unconsolidated partnerships(4)
    72,844       30,848                   103,692  
Interest payments on debt obligations(5)
    47,738       68,689       45,325       113,015       274,767  
Construction projects(6)
    29,487                         29,487  
Tenant obligations(7)
    109,075       3,838                   112,913  
Lease commissions
    1,728       894                   2,622  
Forward starting swaps(8)
    102,873                         102,873  
                                         
Total
  $ 875,899     $ 286,703     $ 341,608     $ 460,627     $ 1,964,837  
                                         
 
 
(1) Balance excludes $8.8 million of unamortized debt premium.
 
(2) The secured construction loan matures on November 16, 2009, but we may extend the maturity date to November 16, 2010 after satisfying certain conditions and paying an additional fee.


54


Table of Contents

 
(3) The unsecured line of credit matures on August 1, 2011, but we may extend the maturity date of the unsecured line of credit to August 1, 2012 after satisfying certain conditions and paying an extension fee based on the then current facility commitment.
 
(4) The maturity date of the secured acquisition and interim loan held by our PREI joint ventures was extended by one year to April 3, 2009 in February 2008 (a portion of the secured acquisition and interim loan facility was refinanced on February 11, 2009, with a new maturity date of February 10, 2011).
 
(5) Interest payments reflect cash payments that are based on the interest rates in effect and debt balances outstanding on December 31, 2008, excluding the effect of the interest rate swaps on the underlying debt.
 
(6) Balance includes our proportionate share of the remaining construction project obligations of PREI I LLC.
 
(7) Committed tenant-related obligations based on executed leases as of December 31, 2008.
 
(8) Balance based upon the fair-values of the forward starting swaps as of December 31, 2008, which would require us to pay the counterparties approximately $102.9 million by the mandatory settlement date of April 30, 2009. However, the actual cash settlement amounts will depend on the values of the forward starting swaps at the dates they are settled and the actual cash settlement amounts may vary significantly from these amounts.
 
Funds from Operations
 
We present funds from operations, or FFO, available to common shares and partnership and LTIP units because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We compute FFO in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT, in its March 1995 White Paper (as amended in November 1999 and April 2002). As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs) and after adjustments for unconsolidated partnerships and joint ventures. Our computation may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.


55


Table of Contents

Our FFO available to common shares and partnership and LTIP units and a reconciliation to net income for the years ended December 31, 2008 and 2007 (in thousands, except share data) was as follows:
 
                 
    Year Ended December 31,  
    2008     2007  
 
Net income available to common stockholders
  $ 47,934     $ 55,665  
Adjustments:
               
Minority interests in operating partnership
    2,086       2,486  
Gain on sale of real estate assets
          (1,087 )
Depreciation and amortization — unconsolidated partnerships
    2,100       1,139  
Depreciation and amortization — consolidated entities-discontinued operations
          228  
Depreciation and amortization — consolidated entities-continuing operations
    84,227       72,202  
Depreciation and amortization — allocable to minority interest of consolidated joint ventures
    (40 )     (285 )
                 
Funds from operations available to common shares and partnership and LTIP units
  $ 136,307     $ 130,348  
                 
Funds from operations per share — diluted
  $ 1.82     $ 1.91  
                 
Weighted-average common shares outstanding — diluted
    74,831,483       68,269,985  
                 
 
Off Balance Sheet Arrangements
 
As of December 31, 2008, we had investments in the following unconsolidated partnerships: (1) McKellar Court limited partnership, which owns a single tenant occupied property located in San Diego; and (2) two limited liability companies with PREI, which own a portfolio of properties primarily located in Cambridge, Massachusetts (see Note 10 in the accompanying consolidated financial statements).
 
The McKellar Court partnership is a variable interest entity as defined in FIN 46R; however, we are not the primary beneficiary. The limited partner at McKellar Court is the only tenant in the property and will bear a disproportionate amount of any losses. We, as the general partner, will receive 21% of the operating cash flows and 75% of the gains upon sale of the property. We account for our general partner interest using the equity method. The assets of the McKellar Court partnership were $16.2 million and $16.5 million and the liabilities were $10.6 million and $10.8 million at December 31, 2008 and 2007, respectively. Our equity in net income of the McKellar Court partnership was $82,000, $86,000 and $83,000 for the years ended December 31, 2008, 2007, and 2006, respectively.
 
PREI II LLC is a variable interest entity as defined in FIN 46R; however, we are not the primary beneficiary. PREI will bear the majority of any losses incurred. PREI I LLC does not qualify as a variable interest entity as defined in FIN 46R. In addition, consolidation under EITF 04-5 is not required as we do not control the limited liability companies. In connection with the formation of the PREI joint ventures in April 2007, we contributed 20% of the initial capital. However, the amount of cash flow distributions that we receive may be more or less based on the nature of the circumstances underlying the cash distributions due to provisions in the operating agreements governing the distribution of funds to each member and the occurrence of extraordinary cash flow events. We account for our member interests using the equity method for both limited liability companies. The assets of the PREI joint ventures were $614.2 million and $540.3 million and the liabilities were $532.1 million and $450.1 million at December 31, 2008, and 2007, respectively. Our equity in net loss of the PREI joint ventures was $1.3 million and $988,000 for the years ended December 31, 2008 and 2007, respectively.
 
We are the primary beneficiary in one other variable interest entity, which we consolidate and which is reflected in our consolidated financial statements.


56


Table of Contents

Our proportionate share of outstanding debt related to our unconsolidated partnerships is summarized below (dollars in thousands):
                                     
                Principal Amount(1)      
    Ownership
    Interest
    December 31,      
Name
  Percentage     Rate(2)     2008     2007     Maturity Date
 
PREI I LLC and PREI II LLC(3)
    20 %     2.19 %   $ 72,811     $ 83,285     April 3, 2009
PREI I LLC(4)
    20 %     4.19 %     28,706           August 13, 2010
McKellar Court(5)
    21 %     4.63 %     2,175       2,203     January 1, 2010
                                     
Total
                  $ 103,692     $ 85,488      
                                     
 
(1) Amount represents our proportionate share of the total outstanding indebtedness for each of the unconsolidated partnerships.
 
(2) Effective or weighted-average interest rate of the outstanding indebtedness as of December 31, 2008, including the effect of interest rate swaps.
 
(3) Amount represents our proportionate share of the total draws outstanding under a secured acquisition and interim loan facility, which bears interest at a LIBOR-indexed variable rate. The secured acquisition and interim loan facility was utilized by both PREI I LLC and PREI II LLC to acquire a portfolio of properties (initial borrowings of approximately $427.0 million) on April 4, 2007 (see Note 10 in the accompanying consolidated financial statements). The remaining balance is being utilized to fund future construction costs at certain properties currently under development. On February 11, 2009, our PREI joint ventures jointly refinanced the outstanding balance of the secured acquisition and interim loan facility, or approximately $364.1 million, with the proceeds of a new loan totaling $203.3 million and members’ capital contributions funding the balance due. The new loan bears interest at a rate equal to, at the option of our PREI joint ventures, either (1) reserve adjusted LIBOR plus 350 basis points or (2) the higher of (a) the prime rate then in effect, (b) the federal funds rate then in effect plus 50 basis points or (c) one-month LIBOR plus 450 basis points, and requires interest only monthly payments until the maturity date, February 10, 2011.
 
(4) Amount represents our proportionate share of a secured construction loan, which bears interest at a LIBOR-indexed variable rate. The secured construction loan was executed by a wholly owned subsidiary of PREI I LLC in connection with the construction of the 650 East Kendall Street property (initial borrowings of $84.0 million on February 13, 2008 were used in part to repay a portion of the secured acquisition and interim loan facility). The remaining balance is being utilized to fund construction costs at the property.
 
(5) Amount represents our proportionate share of the principal balance outstanding on a mortgage note payable, which is secured by the McKellar Court property (excluding $106,000 of unamortized debt premium).
 
Inflation
 
Some of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. In addition, most of our leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation, assuming our properties remain leased and tenants fulfill their obligations to reimburse us for such expenses.
 
Portions of our unsecured line of credit and secured construction loan bear interest at a variable rate, which will be influenced by changes in short-term interest rates, and will be sensitive to inflation.
 
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
 
Our future income, cash flows and fair-values relevant to financial instruments depend upon prevailing market interest rates. Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we believe we are exposed is interest rate risk. Many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk.


57


Table of Contents

As of December 31, 2008, our consolidated debt consisted of the following (dollars in thousands):
 
                         
                Effective
 
                Interest
 
          Percent of
    Rate at
 
    Principal Balance(1)     Total Debt     12/31/08  
 
Fixed interest rate(2)
  $ 481,411       35.7 %     5.24 %
Variable interest rate(3)
    865,895       64.3 %     3.62 %
                         
Total/weighted-average effective interest rate
  $ 1,347,306       100.0 %     4.19 %
                         
 
 
(1) Principal balance includes only consolidated indebtedness.
 
(2) Includes 13 mortgage notes payable secured by certain of our properties (including $8.8 million of unamortized premium) and our exchangeable senior notes.
 
(3) Includes our unsecured line of credit, secured term loan, and secured construction loan, which bear interest based on a LIBOR-indexed variable interest rate, plus a credit spread. The stated effective rate for the variable interest debt excludes the impact of any interest rate swap agreements. We have entered into two interest rate swaps, which were intended to have the effect of initially fixing the interest rates on $150.0 million of our variable rate debt at a weighted average interest rate of 4.7% (excluding applicable credit spreads for the underlying debt). We have entered into an interest rate swap agreement that effectively fixes the interest rate on the entire $250.0 million outstanding balance of the secured term loan at a rate of 5.8% (including the credit spread for the $250.0 million secured term loan) until the interest rate swap expires in 2010. We have also entered into two forward starting swap agreements designated as cash flow hedges, which will have the effect of fixing the interest rate on $300.0 million of forecasted debt issuance (after retirement of the secured construction loan) at approximately 5.2%.
 
To determine the fair-value of our outstanding indebtedness, the fixed-rate debt is discounted at a rate based on an estimate of current lending rates, assuming the debt is outstanding through maturity and considering the notes’ collateral. At December 31, 2008, the fair-value of the fixed-rate debt was estimated to be $433.9 million compared to the net carrying value of $481.4 million (includes $8.9 million of debt premium with our proportionate share of the debt premium related to our McKellar Court partnership). We do not believe that the interest rate risk represented by our fixed-rate debt was material as of December 31, 2008 in relation to total assets of $3.2 billion and equity market capitalization of $1.2 billion of our common stock, operating partnership and LTIP units, and preferred stock.
 
Based on the outstanding unhedged balances of our unsecured line of credit, secured construction loan, secured term loan, and our proportionate share of the outstanding balance for the PREI joint ventures’ secured acquisition and interim loan facility and secured construction loan at December 31, 2008, a 1% change in interest rates would change our interest costs by approximately $5.4 million per year. This amount was determined by considering the impact of hypothetical interest rates on our financial instruments. This analysis does not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of the magnitude discussed above, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, this analysis assumes no changes in our financial structure.
 
In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, caps and treasury locks in order to mitigate our interest rate risk on a related financial instrument. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk we will seek to enter into such agreements with major financial institutions with high credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks and will ultimately realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into such contracts for speculative or trading purposes.


58


 

Item 8.   Financial Statements and Supplementary Data
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
         
    Page
 
    60  
    62  
    63  
    64  
    65  
    66  
    68  
    98  


59


Table of Contents

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors
BioMed Realty Trust, Inc.:
 
We have audited the accompanying consolidated balance sheets of BioMed Realty Trust, Inc. and subsidiaries (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity, comprehensive (loss)/income and cash flows for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial statements, we have also audited the accompanying financial statement schedule III of the Company. We have also audited the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule, and an opinion on the Company’s internal control over financial reporting based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


60


Table of Contents

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Additionally, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
KPMG LLP
 
San Diego, California
February 12, 2009


61


Table of Contents

BIOMED REALTY TRUST, INC.
 
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
                 
    December 31,  
    2008     2007  
 
ASSETS
Investments in real estate, net
  $ 2,957,735     $ 2,805,983  
Investment in unconsolidated partnerships
    18,173       22,588  
Cash and cash equivalents
    21,422       13,479  
Restricted cash
    7,877       8,867  
Accounts receivable, net
    9,417       4,457  
Accrued straight-line rents, net
    58,138       36,415  
Acquired above-market leases, net
    4,329       5,745  
Deferred leasing costs, net
    101,519       116,491  
Deferred loan costs, net
    9,933       15,567  
Other assets
    38,256       27,676  
                 
Total assets
  $ 3,226,799     $ 3,057,268  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgage notes payable, net
  $ 353,161     $ 379,680  
Secured construction loan
    507,128       425,160  
Secured term loan
    250,000       250,000  
Exchangeable senior notes
    128,250       175,000  
Unsecured line of credit
    108,767       270,947  
Security deposits
    7,623       7,090  
Dividends and distributions payable
    32,445       25,596  
Accounts payable, accrued expenses and other liabilities
    66,821       74,103  
Derivative instruments
    126,091       21,768  
Acquired below-market leases, net
    17,286       23,708  
                 
Total liabilities
    1,597,572       1,653,052  
Minority interests
    12,381       17,280  
Stockholders’ equity:
               
Preferred stock, $.01 par value, 15,000,000 shares authorized: 7.375% Series A cumulative redeemable preferred stock, $230,000,000 liquidation preference ($25.00 per share), 9,200,000 shares issued and outstanding at December 31, 2008 and 2007
    222,413       222,413  
Common stock, $.01 par value, 100,000,000 shares authorized, 80,757,421 and 65,571,304 shares issued and outstanding at December 31, 2008 and 2007, respectively
    808       656  
Additional paid-in capital
    1,647,039       1,277,770  
Accumulated other comprehensive loss
    (112,126 )     (21,762 )
Dividends in excess of earnings
    (141,288 )     (92,141 )
                 
Total stockholders’ equity
    1,616,846       1,386,936  
                 
Total liabilities and stockholders’ equity
  $ 3,226,799     $ 3,057,268  
                 
 
See accompanying notes to consolidated financial statements.


62


Table of Contents

BIOMED REALTY TRUST, INC.
 
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
 
                         
    Year Ended December 31,  
    2008     2007     2006  
 
Revenues:
                       
Rental
  $ 227,464     $ 195,996     $ 164,487  
Tenant recoveries
    72,166       61,735       54,160  
Other income
    2,343       8,378       88  
                         
Total revenues
    301,973       266,109       218,735  
                         
Expenses:
                       
Rental operations
    61,600       50,789       40,623  
Real estate taxes
    23,129       20,353       20,376  
Depreciation and amortization
    84,227       72,202       65,063  
General and administrative
    22,834       21,870       18,085  
                         
Total expenses
    191,790       165,214       144,147  
                         
Income from operations
    110,183       100,895       74,588  
Equity in net (loss)/income of unconsolidated partnerships
    (1,200 )     (893 )     83  
Interest income
    485       990       1,102  
Interest expense
    (39,612 )     (27,654 )     (40,672 )
Loss on derivative instruments
    (19,948 )            
Gain on extinguishment of debt
    17,066              
                         
Income from continuing operations before minority interests
    66,974       73,338       35,101  
Minority interests in continuing operations of consolidated partnerships
    9       (45 )     137  
Minority interests in continuing operations of operating partnership
    (2,086 )     (2,412 )     (1,670 )
                         
Income from continuing operations
    64,897       70,881       33,568  
                         
Income from discontinued operations before gain on sale of assets and minority interests
          639       1,542  
Gain on sale of real estate assets
          1,087        
Minority interests attributable to discontinued operations
          (74 )     (77 )
                         
Income from discontinued operations
          1,652       1,465  
                         
Net income
    64,897       72,533       35,033  
Preferred stock dividends
    (16,963 )     (16,868 )      
                         
Net income available to common stockholders
  $ 47,934     $ 55,665     $ 35,033  
                         
Income from continuing operations per share available to common stockholders:
                       
Basic and diluted earnings per share
  $ 0.67     $ 0.83     $ 0.60  
                         
Income from discontinued operations per share:
                       
Basic earnings per share
  $     $ 0.02     $ 0.03  
                         
Diluted earnings per share
  $     $ 0.02     $ 0.02  
                         
Net income per share available to common stockholders:
                       
Basic earnings per share
  $ 0.67     $ 0.85     $ 0.63  
                         
Diluted earnings per share
  $ 0.67     $ 0.85     $ 0.62  
                         
Weighted-average common shares outstanding:
                       
Basic
    71,684,244       65,302,794       55,928,595  
                         
Diluted
    74,831,483       68,269,985       59,018,004  
                         
 
See accompanying notes to consolidated financial statements.


63


Table of Contents

BIOMED REALTY TRUST, INC.
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
 
                                                         
                            Accumulated
             
    Series A
                Additional
    Other
    Dividends in
       
    Preferred
    Common Stock     Paid-In
    Comprehensive
    Excess of
       
    Stock     Shares     Amount     Capital     (Loss)/Income     Earnings     Total  
 
Balance at December 31, 2005
  $       46,634,432     $ 466     $ 757,591     $ 5,922     $ (33,504 )   $ 730,475  
Net proceeds from sale of common stock
          18,428,750       184       506,587                   506,771  
Net proceeds from exercise of warrant
          270,000       3       4,047                   4,050  
Net issuances of unvested restricted common stock
          92,416       1       (1 )                  
Vesting of share-based awards
                      4,019                   4,019  
Common stock dividends
                                  (68,130 )     (68,130 )
Net income
                                  35,033       35,033  
Unrealized gain on derivative instruments
                            2,495             2,495  
                                                         
Balance at December 31, 2006
          65,425,598       654       1,272,243       8,417       (66,601 )     1,214,713  
Net proceeds from sale of preferred stock
    222,413                                     222,413  
Net issuances of unvested restricted common stock
          145,706       2       (2 )                  
Vesting of share-based awards
                      5,529                   5,529  
Common stock dividends
                                  (81,205 )     (81,205 )
Net income
                                  72,533       72,533  
Preferred stock dividends
                                  (16,868 )     (16,868 )
Unrealized loss on derivative instruments
                            (30,179 )           (30,179 )
                                                         
Balance at December 31, 2007
    222,413       65,571,304       656       1,277,770       (21,762 )     (92,141 )     1,386,936  
Net proceeds from sale of common stock
          14,754,000       147       361,983                   362,130  
Net issuances of unvested restricted common stock
          363,917       4       (4 )                  
Conversion of operating partnership units to common stock
          68,200       1       485                   486  
Vesting of share-based awards
                      6,805                   6,805  
Common stock dividends
                                  (97,081 )     (97,081 )
Net income
                                  64,897       64,897  
Preferred stock dividends
                                  (16,963 )     (16,963 )
Unrealized loss on derivative instruments
                            (90,364 )           (90,364 )
                                                         
Balance at December 31, 2008
  $ 222,413       80,757,421     $ 808     $ 1,647,039     $ (112,126 )   $ (141,288 )   $ 1,616,846  
                                                         
 
See accompanying notes to consolidated financial statements.


64


Table of Contents

BIOMED REALTY TRUST, INC.
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
(In thousands)
 
                         
    Year Ended December 31,  
    2008     2007     2006  
 
Net income
  $ 64,897     $ 72,533     $ 35,033  
Preferred stock dividends
    (16,963 )     (16,868 )      
                         
Net income available to common stockholders
    47,934       55,665     $ 35,033  
Other comprehensive (loss)/income:
                       
Unrealized (loss)/gain on derivative instruments
    (104,322 )     (30,179 )     2,495  
Reclassification of unrealized losses on derivative instruments
    18,167              
Ineffectiveness on derivative instruments
    1,781              
Equity in other comprehensive loss of unconsolidated partnerships
    (917 )            
Deferred settlement payments derivative instruments, net
    (5,073 )            
                         
Comprehensive (loss)/income
  $ (42,430 )   $ 25,486     $ 37,528  
                         
 
See accompanying notes to consolidated financial statements.


65


Table of Contents

BIOMED REALTY TRUST, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
                         
    Year Ended December 31,  
    2008     2007     2006  
 
Operating activities:
                       
Net income
  $ 64,897     $ 72,533     $ 35,033  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
Gain on sale of real estate assets
          (1,087 )      
Gain on extinguishment of debt
    (17,066 )            
Depreciation and amortization
    84,227       72,429       65,610  
Minority interests in consolidated partnerships
    (9 )     45       (137 )
Minority interests in operating partnership
    2,086       2,486       1,747  
Allowance for doubtful accounts
    796       232       193  
Revenue reduction attributable to acquired above-market leases
    1,416       2,451       2,471  
Revenue recognized related to acquired below-market leases
    (6,422 )     (5,859 )     (4,811 )
Revenue reduction attributable to lease incentives
    2,006       205        
Compensation expense related to restricted common stock and LTIP units
    6,106       6,229       4,019  
Amortization of deferred loan costs
    4,107       3,195       1,925  
Amortization of debt premium on mortgage notes payable
    (1,343 )     (827 )     (2,148 )
Loss/(income) from unconsolidated partnerships
    1,200       893       (83 )
Distributions representing a return on capital received from unconsolidated partnerships
    687       357       130  
Distributions to minority interest in consolidated partnerships
          (108 )      
Loss on derivative instruments
    19,948              
Changes in operating assets and liabilities:
                       
Restricted cash
    990       (2,441 )     (939 )
Accounts receivable
    (5,319 )     1,296       3,695  
Accrued straight-line rents
    (22,160 )     (15,969 )     (11,715 )
Deferred leasing costs
    (11,514 )     (9,664 )     (3,070 )
Other assets
    (4,943 )     (2,314 )     (3,567 )
Security deposits
    533       (587 )     79  
Accounts payable, accrued expenses and other liabilities
    (5,177 )     (8,530 )     13,156  
                         
Net cash provided by operating activities
    115,046       114,965       101,588  
                         
Investing activities:
                       
Purchases of interests in and additions to investments in real estate and related intangible assets
    (243,691 )     (394,504 )     (1,340,204 )
Purchases of interests in unconsolidated partnerships
          (21,402 )      
Proceeds from sale of real estate assets, net of selling costs
    28,800       19,389        
Distributions representing a return of capital received from unconsolidated partnerships
    1,373              
Minority interest investment in consolidated partnerships
    239       205       449  
Receipts of master lease payments
    373       928       726  
Security deposits received from prior owners of rental properties
                720  
Funds held in escrow for acquisitions
          (12,900 )      
Additions to non-real estate assets
    (5,755 )     (1,017 )     (1,154 )
                         
Net cash used in investing activities
    (218,661 )     (409,301 )     (1,339,463 )
                         


66


Table of Contents

 
BIOMED REALTY TRUST, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
 
                         
    Year Ended December 31,  
    2008     2007     2006  
 
Financing activities:
                       
Proceeds from common stock offerings
    371,310             528,783  
Proceeds from exercise of stock warrant
                4,050  
Proceeds from preferred stock offering
          230,000        
Payment of common stock offering costs
    (9,180 )           (21,989 )
Payment of preferred stock offering costs
          (7,587 )      
Payment of deferred loan costs
    (143 )     (3,856 )     (14,675 )
Unsecured line of credit proceeds
    199,750       286,237       620,476  
Unsecured line of credit repayments
    (361,930 )     (243,455 )     (409,311 )
Secured bridge loan proceeds
                150,000  
Secured bridge loan payments
                (150,000 )
Exchangeable senior notes proceeds
                175,000  
Exchangeable senior notes repayments
    (28,826 )            
Secured construction loan proceeds
    81,968       138,805       286,355  
Mortgage notes proceeds
                147,000  
Principal payments on mortgage notes payable
    (24,454 )     (21,579 )     (5,401 )
Tenant improvement loan
                (2,000 )
Deferred settlement payments on derivative instruments, net
    (5,073 )            
Distributions to operating partnership unit and LTIP unit holders
    (4,547 )     (3,936 )     (3,312 )
Dividends paid to common stockholders
    (90,354 )     (79,851 )     (61,749 )
Dividends paid to preferred stockholders
    (16,963 )     (12,627 )      
                         
Net cash provided by financing activities
    111,558       282,151       1,243,227  
                         
Net increase/(decrease) in cash and cash equivalents
    7,943       (12,185 )     5,352  
Cash and cash equivalents at beginning of year
&n