e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005.
Commission File Number: 1-32261
BIOMED REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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(State or other jurisdiction of
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20-1142292 |
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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17140 Bernardo Center Drive, Suite 222 |
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San Diego, California
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92128 |
(Address of Principal Executive Offices)
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(Zip Code) |
(858) 485-9840
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
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 number of outstanding shares of the registrants common stock, par value $0.01 per
share, as of November 14, 2005 was 46,634,640.
BIOMED REALTY TRUST, INC.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
TABLE OF CONTENTS
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Page |
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3 |
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3 |
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3 |
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Consolidated Statements of Income for BioMed Realty Trust, Inc. for the three months
ended September 30, 2005 (Unaudited), for BioMed Realty Trust, Inc. for the period from
August 11, 2004 through September 30, 2004 (Unaudited), and for Inhale 201 Industrial
Road, L.P. (Predecessor) for the period from July 1, 2004 through August 17, 2004
(Unaudited) |
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4 |
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Consolidated Statements of Income for BioMed Realty Trust, Inc. for the nine months
ended September 30, 2005 (Unaudited), for BioMed Realty Trust, Inc. for the period from
August 11, 2004 through September 30, 2004 (Unaudited), and for Inhale 201 Industrial
Road, L.P. (Predecessor) for the period from January 1, 2004 through August 17, 2004
(Unaudited) |
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5 |
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6 |
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7 |
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14 |
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23 |
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24 |
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24 |
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24 |
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24 |
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24 |
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25 |
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25 |
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25 |
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26 |
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EXHIBIT 31.1 |
EXHIBIT 31.2 |
EXHIBIT 32.1 |
2
PART 1 FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
BIOMED REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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September 30, 2005 |
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December 31, 2004 |
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(In thousands, except share data) |
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ASSETS |
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Investments in real estate, net |
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$ |
1,072,427 |
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$ |
468,488 |
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Investment in unconsolidated partnership |
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2,492 |
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2,470 |
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Cash and cash equivalents |
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74,495 |
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27,869 |
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Restricted cash |
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5,866 |
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2,470 |
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Accounts receivable, net |
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5,819 |
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1,837 |
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Accrued straight-line rents, net |
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7,166 |
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3,306 |
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Acquired above market leases, net |
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7,437 |
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8,006 |
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Deferred leasing costs, net |
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138,008 |
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61,503 |
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Deferred loan costs, net |
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5,196 |
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1,700 |
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Prepaid expenses |
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5,216 |
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1,531 |
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Other assets |
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6,359 |
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2,543 |
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Total assets |
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$ |
1,330,481 |
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$ |
581,723 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Mortgage notes payable, net |
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$ |
248,004 |
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$ |
102,236 |
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Secured term loan |
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250,000 |
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Security deposits |
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6,222 |
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4,831 |
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Due to affiliates |
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53 |
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Dividends and distributions payable |
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13,367 |
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9,249 |
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Accounts payable and accrued expenses |
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25,234 |
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7,529 |
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Acquired lease obligations, net |
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30,822 |
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13,741 |
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Total liabilities |
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573,649 |
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137,639 |
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Minority interests |
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21,278 |
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22,267 |
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Stockholders equity: |
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Preferred stock, $.01 par value, 15,000,000
shares authorized, none issued or outstanding |
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Common stock, $.01 par value, 100,000,000
shares authorized, 46,635,890 and 31,386,333
shares issued and outstanding at September
30, 2005 and December 31, 2004, respectively |
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466 |
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314 |
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Additional paid-in capital |
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760,834 |
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434,075 |
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Deferred compensation |
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(4,066 |
) |
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(4,182 |
) |
Accumulated other comprehensive income |
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3,802 |
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Dividends in excess of earnings |
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(25,482 |
) |
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(8,390 |
) |
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Total stockholders equity |
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735,554 |
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421,817 |
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Total liabilities and stockholders equity |
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$ |
1,330,481 |
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$ |
581,723 |
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See accompanying notes to consolidated financial statements.
3
BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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INHALE 201 |
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INDUSTRIAL ROAD, |
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L.P. |
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BIOMED REALTY TRUST, INC. |
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(PREDECESSOR) |
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Three Months |
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Period August 11, 2004 |
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Period July 1, 2004 |
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Ended |
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through |
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through |
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September 30, 2005 |
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September 30, 2004 |
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August 17, 2004 |
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(In thousands, except per share data) |
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Revenues: |
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Rental |
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$ |
28,593 |
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$ |
6,107 |
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$ |
796 |
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Tenant recoveries |
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12,225 |
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2,878 |
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76 |
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Other income |
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512 |
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Total revenues |
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41,330 |
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8,985 |
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872 |
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Expenses: |
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Rental operations |
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9,763 |
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2,739 |
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5 |
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Real estate taxes |
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3,573 |
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800 |
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41 |
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Depreciation and amortization |
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12,164 |
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2,251 |
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122 |
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General and administrative |
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3,756 |
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1,195 |
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Total expenses |
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29,256 |
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6,985 |
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168 |
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Income from operations |
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12,074 |
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2,000 |
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704 |
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Equity in net income of unconsolidated partnership |
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20 |
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Interest income |
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|
807 |
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124 |
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Interest expense |
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(7,422 |
) |
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(218 |
) |
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(312 |
) |
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Income before minority interests |
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5,479 |
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1,906 |
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|
392 |
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Minority interest in consolidated partnership |
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45 |
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58 |
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Minority interests in operating partnership |
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(323 |
) |
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|
(137 |
) |
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Net income |
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$ |
5,201 |
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$ |
1,827 |
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$ |
392 |
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Basic earnings per share |
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$ |
0.11 |
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$ |
0.06 |
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Diluted earnings per share |
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$ |
0.11 |
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$ |
0.06 |
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Weighted-average common shares outstanding: |
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Basic |
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46,287,617 |
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30,673,883 |
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Diluted |
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49,444,409 |
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30,754,840 |
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See accompanying notes to consolidated financial statements.
4
BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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INHALE 201 |
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INDUSTRIAL ROAD, |
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BIOMED REALTY TRUST, INC. |
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L.P. (PREDECESSOR) |
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Period January 1, |
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Nine Months |
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Period August 11, 2004 |
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2004 |
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Ended |
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through |
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through |
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September 30, 2005 |
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September 30, 2004 |
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|
August 17, 2004 |
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(In thousands, except per share data) |
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Revenues: |
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|
|
|
|
|
|
|
|
|
|
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Rental |
|
$ |
62,821 |
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$ |
6,107 |
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$ |
3,933 |
|
Tenant recoveries |
|
|
28,035 |
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|
|
2,878 |
|
|
|
375 |
|
Other income |
|
|
3,508 |
|
|
|
|
|
|
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|
|
|
|
|
|
|
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Total revenues |
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|
94,364 |
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|
|
8,985 |
|
|
|
4,308 |
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|
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|
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Expenses: |
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|
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|
|
|
Rental operations |
|
|
22,879 |
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|
|
2,739 |
|
|
|
131 |
|
Real estate taxes |
|
|
7,836 |
|
|
|
800 |
|
|
|
222 |
|
Depreciation and amortization |
|
|
26,832 |
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|
|
2,251 |
|
|
|
600 |
|
General and administrative |
|
|
9,001 |
|
|
|
1,195 |
|
|
|
|
|
|
|
|
|
|
|
|
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Total expenses |
|
|
66,548 |
|
|
|
6,985 |
|
|
|
953 |
|
|
|
|
|
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|
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|
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|
Income from operations |
|
|
27,816 |
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|
|
2,000 |
|
|
|
3,355 |
|
Equity in net income of unconsolidated partnership |
|
|
91 |
|
|
|
|
|
|
|
|
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Interest income |
|
|
987 |
|
|
|
124 |
|
|
|
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|
Interest expense |
|
|
(15,645 |
) |
|
|
(218 |
) |
|
|
(1,700 |
) |
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|
|
|
|
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|
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|
Income before minority interests |
|
|
13,249 |
|
|
|
1,906 |
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|
|
1,655 |
|
Minority interest in consolidated partnership |
|
|
219 |
|
|
|
58 |
|
|
|
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|
Minority interests in operating partnership |
|
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(991 |
) |
|
|
(137 |
) |
|
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|
|
|
|
|
|
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|
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Net income |
|
$ |
12,477 |
|
|
$ |
1,827 |
|
|
$ |
1,655 |
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|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.34 |
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|
$ |
0.06 |
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|
|
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|
Diluted earnings per share |
|
$ |
0.34 |
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|
$ |
0.06 |
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|
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Weighted-average common shares outstanding: |
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|
|
|
|
|
|
|
|
|
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Basic |
|
|
36,406,068 |
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|
30,673,883 |
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|
|
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|
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|
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|
|
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Diluted |
|
|
39,545,665 |
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30,754,840 |
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See accompanying notes to consolidated financial statements.
5
BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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BIOMED REALTY |
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TRUST, INC. AND |
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BIOMED |
|
|
INHALE 201 |
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|
REALTY |
|
|
INDUSTRIAL ROAD, |
|
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|
TRUST, INC. |
|
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L.P. (PREDECESSOR) |
|
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, 2005 |
|
|
September 30, 2004 |
|
|
|
(in thousands) |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,477 |
|
|
$ |
3,482 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Minority interest in consolidated partnership |
|
|
(219 |
) |
|
|
(58 |
) |
Minority interests in operating partnership |
|
|
991 |
|
|
|
137 |
|
Depreciation and amortization |
|
|
26,832 |
|
|
|
2,851 |
|
Bad debt expense |
|
|
171 |
|
|
|
|
|
Revenue reduction attributable to acquired above market leases |
|
|
1,189 |
|
|
|
160 |
|
Revenue
recognized attributable to acquired lease obligations |
|
|
(2,157 |
) |
|
|
(49 |
) |
Vesting of restricted common stock |
|
|
3,007 |
|
|
|
328 |
|
Amortization of loan costs |
|
|
2,675 |
|
|
|
49 |
|
Interest expense reduction for amortization of debt premium |
|
|
(1,280 |
) |
|
|
|
|
Income from unconsolidated partnership |
|
|
(91 |
) |
|
|
|
|
Distributions received from unconsolidated partnership |
|
|
69 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Restricted cash |
|
|
(3,396 |
) |
|
|
(854 |
) |
Accounts receivable |
|
|
(4,153 |
) |
|
|
(1,074 |
) |
Due from affiliates |
|
|
|
|
|
|
(32 |
) |
Accrued straight-line rents |
|
|
(3,860 |
) |
|
|
(830 |
) |
Deferred leasing costs |
|
|
(1,239 |
) |
|
|
|
|
Prepaid expenses |
|
|
(3,685 |
) |
|
|
(1,601 |
) |
Other assets |
|
|
(3,816 |
) |
|
|
(272 |
) |
Security deposits |
|
|
683 |
|
|
|
|
|
Due to affiliates |
|
|
(53 |
) |
|
|
91 |
|
Accounts payable and accrued expenses |
|
|
15,274 |
|
|
|
5,861 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
39,419 |
|
|
|
8,189 |
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Purchases of interests in and additions to investments in real estate and
related intangible assets |
|
|
(539,003 |
) |
|
|
(396,457 |
) |
Security deposits received from prior owners of real estate |
|
|
708 |
|
|
|
3,258 |
|
Accrued construction and tenant improvement costs |
|
|
6,233 |
|
|
|
|
|
Receipts of master lease payments (reduction to investments in real estate) |
|
|
1,664 |
|
|
|
|
|
Funds held in escrow for acquisitions |
|
|
|
|
|
|
(1,850 |
) |
Repayment of related party payables |
|
|
|
|
|
|
(3,000 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(530,398 |
) |
|
|
(398,049 |
) |
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from common stock offering |
|
|
340,256 |
|
|
|
465,753 |
|
Payment of offering costs |
|
|
(16,236 |
) |
|
|
(36,734 |
) |
Payment of loan costs |
|
|
(6,171 |
) |
|
|
(1,222 |
) |
Line of credit proceeds |
|
|
227,175 |
|
|
|
|
|
Line of credit payments |
|
|
(227,175 |
) |
|
|
|
|
Secured term loan proceeds |
|
|
250,000 |
|
|
|
|
|
Unsecured term loan proceeds |
|
|
100,000 |
|
|
|
|
|
Unsecured term loan payments |
|
|
(100,000 |
) |
|
|
|
|
Principal payments on mortgage notes payable |
|
|
(2,468 |
) |
|
|
(44 |
) |
Distributions to operating partnership unit holders |
|
|
(2,325 |
) |
|
|
|
|
Dividends paid |
|
|
(25,451 |
) |
|
|
|
|
Distributions to owners of Predecessor |
|
|
|
|
|
|
(1,187 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
537,605 |
|
|
|
426,566 |
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
46,626 |
|
|
|
36,706 |
|
Cash and cash equivalents at beginning of period |
|
|
27,869 |
|
|
|
157 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
74,495 |
|
|
$ |
36,863 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for interest (net of amounts capitalized of
$446 and $0, respectively) |
|
$ |
12,827 |
|
|
$ |
1,995 |
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Accrual for dividends declared |
|
|
12,592 |
|
|
|
4,698 |
|
Accrual for distributions declared for operating partnership unit holders |
|
|
775 |
|
|
|
357 |
|
Restricted stock awards |
|
|
2,891 |
|
|
|
4,997 |
|
Mortgage loans assumed (includes premium of $11,312 and $4,730, respectively) |
|
|
149,516 |
|
|
|
47,642 |
|
Historic cost basis of assets transferred from Predecessor (including $2,061
of accrued straight-line rents as of August 17, 2004) |
|
|
|
|
|
|
49,592 |
|
Operating partnership units issued for interests in certain contributed properties |
|
|
|
|
|
|
21,666 |
|
Investment in unconsolidated partnership acquired by issuing operating partnership
units |
|
|
|
|
|
|
2,508 |
|
Distributions in excess of equity balance to owners of Predecessor |
|
|
|
|
|
|
7,061 |
|
Accrual for offering costs |
|
|
|
|
|
|
(602 |
) |
See accompanying notes to consolidated financial statements.
6
BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Description of Business
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.
(Industrial Road or our Predecessor). 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. The Companys
tenants include biotechnology and pharmaceutical companies, scientific research institutions,
government agencies and other entities involved in the life science industry. The Companys current
properties and its primary acquisition targets are 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.
The Company was incorporated in Maryland on April 30, 2004. On August 11, 2004, the Company
commenced operations after completing its initial public offering (the Offering) of 27,000,000
shares of its common stock, par value $.01 per share. The Offering price was $15.00 per share
resulting in gross proceeds of $405.0 million. On August 16, 2004, in connection with the exercise
of the underwriters over-allotment option, the Company issued an additional 4,050,000 shares of
common stock and received gross proceeds of $60.8 million. The aggregate proceeds to the Company,
net of underwriting discounts and commissions and Offering costs, were approximately $429.3
million. The Company issued a stock warrant in connection with the Offering to the lead underwriter
for the right to purchase 270,000 common shares at $15.00 per share, which equals the estimated
fair value at the date of grant. The warrant became exercisable six months after the Offering date
and expires five years after the Offering date. From inception through August 11, 2004, neither the
Company nor its Operating Partnership had any operations. Simultaneously with the Offering, the
Company obtained a $100.0 million revolving unsecured credit facility (Note 5), which was used to
finance acquisitions and for other corporate purposes prior to being replaced on May 31, 2005 with
a $250.0 million revolving unsecured credit facility with KeyBank National Association and other
lenders (Note 5).
On June 27, 2005, we completed a follow-on common stock offering of 15,122,500 shares at
$22.50 per share, resulting in gross proceeds of $340.3 million. The net proceeds of $324.0 million
were used to repay the outstanding balance on our revolving credit facility (Note 5), to repay our
$100.0 million unsecured term loan (Note 5), to acquire properties and for other corporate
purposes. The Company expects to use the remaining proceeds for future property acquisitions and
for other general corporate and working capital purposes.
As of September 30, 2005, we owned or had interests in 36 properties, located principally in
Boston, San Diego, San Francisco, Seattle, Maryland, Pennsylvania, New York and New Jersey,
consisting of 59 buildings with approximately 4.4 million rentable square feet of laboratory and
office space, which was approximately 90.6% leased to 81 tenants. Of the remaining unleased space,
269,316 square feet, or 6.1% of our total rentable square footage, was under redevelopment. We also
owned undeveloped land that we estimate can support up to 600,000 rentable square feet of
laboratory and office space.
Industrial Road was the largest of the properties contributed in the Offering and therefore
has been identified as the accounting acquirer pursuant to paragraph 17 of Statement of Financial
Accounting Standards (SFAS) No. 141, Business Combinations (SFAS 141). As such, the historical
financial statements presented herein for Industrial Road were prepared on a stand-alone basis up
to and including the acquisition date, August 17, 2004. Upon completion of the Offering, the
interest in the Predecessor acquired from affiliates was recorded at historic cost. The
acquisitions of the unaffiliated interests in the Predecessor and the interests in all of the other
properties have been accounted for as a purchase in accordance with SFAS 141.
7
2. Basis of Presentation and Summary of Significant Accounting Policies
The accompanying interim financial statements are unaudited, but have been prepared in
accordance with U.S. generally accepted accounting principles (GAAP) for interim financial
information and in conjunction with the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all the disclosures required by GAAP for complete
financial statements. In the opinion of management, all adjustments necessary for a fair
presentation of the financial statements for these interim periods have been included. These
financial statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in our annual report on Form 10-K for the year ended December
31, 2004.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly owned
subsidiaries, and partnerships and limited liability companies it controls. All material
intercompany transactions and balances have been eliminated. The Company consolidates entities the
Company controls and records a minority interest for the portions not owned by the Company. Control
is determined, where applicable, by the sufficiency of equity invested and the rights of the equity
holders, and by the ownership of a majority of the voting interests, with consideration given to
the existence of approval or veto rights granted to the minority shareholder. If the minority
shareholder holds substantive participation rights, it overcomes the presumption of control by the
majority voting interest holder. In contrast, if the minority shareholder simply holds protective
rights (such as consent rights over certain actions), it does not overcome the presumption of
control by the majority voting interest holder. With respect to the partnerships and limited
liability companies, the Company determines control through a consideration of each partys
financial interests in profits and losses and the ability to participate in major decisions such as
the acquisition, sale or refinancing of principal assets.
Investments in Real Estate
Investments in real estate, net consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, 2005 |
|
|
December 31, 2004 |
|
Land |
|
$ |
122,984 |
|
|
$ |
68,762 |
|
Ground lease |
|
|
14,210 |
|
|
|
14,210 |
|
Buildings and improvements |
|
|
917,977 |
|
|
|
388,502 |
|
Construction in process |
|
|
19,478 |
|
|
|
|
|
Tenant improvements |
|
|
13,199 |
|
|
|
283 |
|
|
|
|
|
|
|
|
|
|
|
1,087,848 |
|
|
|
471,757 |
|
Accumulated depreciation |
|
|
(15,421 |
) |
|
|
(3,269 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,072,427 |
|
|
$ |
468,488 |
|
|
|
|
|
|
|
|
The purchase prices of our acquisitions completed in 2005 have been allocated on a preliminary
basis to the assets acquired and the liabilities assumed. We expect to finalize our purchase price
allocation no later than 12 months from the date of acquisition.
Revenue Recognition
Lease termination fees are recognized when the related leases are canceled and we have no
continuing obligation to provide services to former tenants. A gain on early termination of lease
of $3.2 million for the nine months ended September 30, 2005 is included in other income on the
consolidated statements of income and was primarily due to the early termination of a portion of
the Nektar Therapeutics lease at our Industrial Road property. Accordingly, the related lease
commissions and other related intangible assets have been fully amortized.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
The Company reviews long-lived assets and certain identifiable intangibles for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows,
8
undiscounted and without interest, expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell.
Income Taxes
We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended,
commencing with our taxable year ended December 31, 2004. We believe we have qualified and continue
to qualify as a REIT. As a REIT, we will be permitted to deduct distributions paid to our
stockholders and generally will not be required to pay federal corporate income taxes on such
income. Accordingly, no provision has been made for federal income taxes in the accompanying
consolidated financial statements.
Managements Estimates
Management of the Company has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reporting of revenue and expenses during the reporting
period to prepare these financial statements in conformity with GAAP. The Company bases its
estimates on historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and reported amounts of revenue and expenses that are
not readily apparent from other sources. Actual results could differ from those estimates under
different assumptions or conditions.
3. Minority Interests
Minority interests on the consolidated balance sheets relate to the limited partnership units
in the Operating Partnership (Units) that are not owned by the Company, which at September 30,
2005 amounted to 5.84% of Units outstanding. In conjunction with the formation of the Company,
certain persons and entities contributing interests in properties to the Operating Partnership
received Units. Limited partners who were issued Units in the formation transactions have the
right, commencing on October 1, 2005, to require the Operating Partnership to redeem part or all of
their Units. The Company may elect to acquire those Units in exchange for shares of the Companys
common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock
dividends, issuance of stock rights, specified extraordinary distributions and similar events, or
pay cash based upon the fair market value of an equivalent number of shares of the Companys common
stock at the time of redemption. Minority interests also include the 11% interest of a limited
partner in the limited partnership that owns the King of Prussia property and the 10% interest of a
member in the limited liability company that owns the Waples property, which are consolidated
entities of the Company.
4. Mortgage Notes Payable
A summary of our outstanding consolidated secured indebtedness as of September 30, 2005 is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
Effective |
|
|
|
|
|
|
Unamortized |
|
|
Carrying |
|
|
Carrying |
|
|
|
|
|
|
Interest |
|
|
Interest |
|
|
Principal |
|
|
Premium |
|
|
Value at |
|
|
Value at |
|
|
|
|
|
|
Rate |
|
|
Rate |
|
|
Amount |
|
|
Amount |
|
|
September 30, 2005 |
|
|
December 31, 2004 |
|
|
Maturity Date |
Ardentech Court |
|
|
7.25 |
% |
|
|
5.06 |
% |
|
$ |
4,767 |
|
|
$ |
552 |
|
|
$ |
5,319 |
|
|
$ |
5,440 |
|
|
July 1, 2012 |
Bayshore Boulevard |
|
|
4.55 |
% |
|
|
4.55 |
% |
|
|
16,199 |
|
|
|
|
|
|
|
16,199 |
|
|
|
16,438 |
|
|
January 1, 2010 |
Bridgeview |
|
|
8.07 |
% |
|
|
5.04 |
% |
|
|
11,759 |
|
|
|
1,627 |
|
|
|
13,386 |
|
|
|
13,681 |
|
|
January 1, 2011 |
Eisenhower Road |
|
|
5.80 |
% |
|
|
4.63 |
% |
|
|
2,218 |
|
|
|
61 |
|
|
|
2,279 |
|
|
|
2,331 |
|
|
May 5, 2008 |
Elliott Avenue |
|
|
7.38 |
% |
|
|
4.63 |
% |
|
|
16,646 |
|
|
|
829 |
|
|
|
17,475 |
|
|
|
18,107 |
|
|
November 24, 2007 |
40 Erie Street |
|
|
7.34 |
% |
|
|
4.90 |
% |
|
|
19,810 |
|
|
|
1,193 |
|
|
|
21,003 |
|
|
|
|
|
|
August 1, 2008 |
Kendall Square D |
|
|
6.38 |
% |
|
|
5.45 |
% |
|
|
72,739 |
|
|
|
5,384 |
|
|
|
78,123 |
|
|
|
|
|
|
December 1, 2018 |
Lucent Drive |
|
|
5.50 |
% |
|
|
5.50 |
% |
|
|
5,943 |
|
|
|
|
|
|
|
5,943 |
|
|
|
|
|
|
January 21, 2015 |
Monte Villa Parkway |
|
|
4.55 |
% |
|
|
4.55 |
% |
|
|
9,861 |
|
|
|
|
|
|
|
9,861 |
|
|
|
10,007 |
|
|
January 1, 2010 |
Nancy Ridge Drive |
|
|
7.15 |
% |
|
|
5.57 |
% |
|
|
6,971 |
|
|
|
725 |
|
|
|
7,696 |
|
|
|
|
|
|
September 1, 2012 |
Science Center Drive |
|
|
7.65 |
% |
|
|
5.04 |
% |
|
|
11,610 |
|
|
|
1,485 |
|
|
|
13,095 |
|
|
|
13,376 |
|
|
July 1, 2011 |
Sidney Street |
|
|
7.23 |
% |
|
|
5.11 |
% |
|
|
31,592 |
|
|
|
3,510 |
|
|
|
35,102 |
|
|
|
|
|
|
June 1, 2012 |
Towne Centre Drive |
|
|
4.55 |
% |
|
|
4.55 |
% |
|
|
22,523 |
|
|
|
|
|
|
|
22,523 |
|
|
|
22,856 |
|
|
January 1, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
232,638 |
|
|
$ |
15,366 |
|
|
$ |
248,004 |
|
|
$ |
102,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
Premiums were recorded upon assumption of the mortgage notes payable at the time of
acquisition to account for above-market interest rates. Amortization of these premiums is recorded
as a reduction to interest expense over the remaining term of the respective note.
5. Credit Facilities
On August 11, 2004, the Company entered into a $100.0 million revolving unsecured loan
agreement, which bore interest at LIBOR plus 1.20%, or higher depending on the leverage ratio of
the Company, or a reference rate, and was scheduled to expire on August 11, 2007. This credit
facility was fully repaid and terminated on May 31, 2005 with funds drawn on our new credit
facilities as discussed below. Accordingly, the related unamortized
loan costs of $900,000 were fully amortized in the three months ended
June 30, 2005.
On May 31, 2005, we entered into three credit facilities with KeyBank National Association and
other lenders under which we initially borrowed $485.0 million of a total of $600.0 million
available under these facilities. The credit facilities include an unsecured revolving credit
facility of $250.0 million, under which we initially borrowed $135.0 million, an unsecured term
loan of $100.0 million and a secured term loan of $250.0 million. We borrowed the full amounts
under the unsecured term loan and secured term loan. The unsecured revolving credit facility has a
maturity date of May 30, 2008 and bears interest at a floating rate equal to, at our option, either
(1) reserve adjusted LIBOR plus a spread which ranges from 120 to 200 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 50 basis points and (b) the federal funds rate then in effect plus a spread which ranges
from 50 to 100 basis points, in each case, depending on our leverage. We may extend the maturity
date of the unsecured credit facility to May 30, 2009 after satisfying certain conditions and
paying an extension fee, and we may increase the amount of the revolving credit facility to $400.0
million upon satisfying certain conditions. The secured term loan, which has a maturity date of May
30, 2010, is secured by 13 of our properties and bears interest at a floating rate equal to, at our
option, either (1) reserve adjusted LIBOR plus 225 basis points or (2) the higher of (a) the prime
rate then in effect plus 50 basis points and (b) the federal funds rate then in effect plus 100
basis points. The secured term loan is also secured by our interest in any distributions from these
properties and a pledge of the equity interests in a subsidiary owning one of these properties. We
may not prepay the secured term loan prior to May 31, 2006. We entered into an interest rate swap
agreement in connection with the closing of the credit facilities, which will have the effect of
fixing the interest rate on the secured term loan at 6.4%. The $100.0 million unsecured term loan
facility was fully repaid with the proceeds from our follow-on common stock offering (Note 1) and terminated
on June 27, 2005. Accordingly, related loan costs of
$1.1 million were fully amortized in the three months ended
June 30, 2005. At
September 30, 2005, we had no outstanding borrowings on our unsecured revolving credit facility.
The terms of the credit agreements 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, interest coverage, the maximum
amount of secured, variable-rate and recourse indebtedness, leverage ratio, and certain investment
limitations. The dividend restriction referred to above provides that, except to enable the Company
to continue to qualify as a REIT for federal income tax purposes, the Company will not for any
fiscal quarter ending on or prior to September 30, 2005 or during any four consecutive quarters
thereafter, make distributions with respect to common stock or other equity interests in an
aggregate amount in excess of 95% of funds from operations, as defined, for such period, subject to
other adjustments or make distributions in excess of 100% of funds available for distribution, as
defined, for such period, subject to other adjustments. Management believes that it was in
compliance with the covenants as of September 30, 2005.
6. Earnings Per Share
Earnings per share is calculated based on the weighted-average number of shares of our common
stock outstanding during the period. The effect of the outstanding Units, vesting of unvested
restricted stock that has been granted, and the assumed exercise of the stock warrant, using the
treasury method, were dilutive and included in the calculation of diluted weighted-average shares
for the three months and for the nine months ended September 30, 2005.
10
The following sets forth information related to the computations of basic and diluted earnings
per share in accordance with SFAS No. 128, Earnings per Share (in thousands, except per share
amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
|
|
For the Nine |
|
|
For the Three |
|
|
August 11, 2004 |
|
|
|
Months Ended |
|
|
Months Ended |
|
|
through |
|
|
|
September 30, 2005 |
|
|
September 30, 2005 |
|
|
September 30, 2004 |
|
Net income attributable to common shares |
|
$ |
12,477 |
|
|
$ |
5,201 |
|
|
$ |
1,827 |
|
Operating partnership unit share in earnings of minority interest |
|
|
991 |
|
|
|
323 |
|
|
|
137 |
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income attributable to common shares |
|
$ |
13,468 |
|
|
$ |
5,524 |
|
|
$ |
1,964 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
36,406,068 |
|
|
|
46,287,617 |
|
|
|
30,673,883 |
|
Incremental shares from assumed conversion/exercise: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock warrant |
|
|
87,038 |
|
|
|
103,123 |
|
|
|
34,170 |
|
Vesting of restricted stock |
|
|
181,995 |
|
|
|
183,105 |
|
|
|
46,787 |
|
Operating partnership units (1) |
|
|
2,870,564 |
|
|
|
2,870,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
39,545,665 |
|
|
|
49,444,409 |
|
|
|
30,754,840 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic and diluted |
|
$ |
0.34 |
|
|
$ |
0.11 |
|
|
$ |
0.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For the period from August 11, 2004 through September 30, 2004, 2,177,347 Units, representing
the weighted-average Units outstanding for the period, were excluded from the calculation of
diluted weighted-average shares because they were anti-dilutive. |
7. Incentive Award Plan
During the three and nine months ended September 30, 2005 and for the period from August 11,
2004 through September 30, 2004, the Company granted 71,449,
129,674, and 333,333 shares of
restricted stock, respectively, under the BioMed Realty Trust, Inc. and BioMed Realty, L.P. 2004
Incentive Award Plan (the Plan). As a result, an
additional $2.9 million and $5.0 million,
respectively, was added to deferred compensation in 2005 and 2004. For the three and nine months
ended September 30, 2005 and for the period from August 11, 2004 through September 30, 2004,
$1.5 million, $3.0 million, and $328,000, respectively, of stock-based compensation expense was
recognized in general and administrative expense.
The three months ended September 30, 2005 included a $619,000 increase to general and
administrative expense resulting from a correction to the expensing of restricted stock grants
awarded to the Companys executive officers and other employees at the time of the Companys
initial public offering in August 2004 that occurred in the periods prior to September 30, 2005. Of
this amount, $823,000 relates to the year ended December 31, 2004, which was partially offset by a
decrease of $204,000 for the six months ended June 30, 2005. We do not believe that the correction
to this expensing of restricted stock grants is material to previous quarters in 2005 or to our
2004 consolidated financial statements.
8. Segment Information
The Companys segments are based on its method of internal reporting which classifies its
operations by geographic area. The Companys segments by geographic area are Boston, San Francisco,
San Diego, Seattle, New York and New Jersey, Pennsylvania and Maryland. The rental operations
expenses at the Corporate and Other segment consist primarily of the corporate level management
of the properties.
The principal financial measure of the performance of a segment used by the Company is Net
Operating Income. Net Operating Income is not a measure of operating results or cash flows from
operating activities as measured by GAAP, and it is not indicative of cash available to fund cash
needs and should not be considered as an alternative to cash flows as a measure of liquidity. All
companies may not calculate Net Operating Income in the same manner. The Company considers Net
Operating Income to be an appropriate supplemental measure to net income because it helps both
investors and management to understand the core operations of the Companys properties. Net
Operating Income is derived by deducting rental operations and real estate tax expenses from rental
revenues and tenant recoveries.
11
The Predecessor operated in one geographic area San Francisco.
Information by geographic area (dollars in thousands):
For the nine months ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
|
|
San |
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
Boston |
|
|
Francisco |
|
|
San Diego |
|
|
Seattle |
|
|
New Jersey |
|
|
Pennsylvania |
|
|
Maryland |
|
|
Other |
|
|
Total |
|
Rental revenues and
tenant recoveries |
|
$ |
22,855 |
|
|
$ |
11,153 |
|
|
$ |
11,925 |
|
|
$ |
6,594 |
|
|
$ |
24,929 |
|
|
$ |
10,357 |
|
|
$ |
3,062 |
|
|
$ |
(19 |
) |
|
$ |
90,856 |
|
Rental operations and real
estate tax expenses |
|
|
5,112 |
|
|
|
1,510 |
|
|
|
2,618 |
|
|
|
866 |
|
|
|
16,421 |
|
|
|
4,666 |
|
|
|
300 |
|
|
|
(778 |
) |
|
|
30,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
|
17,743 |
|
|
|
9,643 |
|
|
|
9,307 |
|
|
|
5,728 |
|
|
|
8,508 |
|
|
|
5,691 |
|
|
|
2,762 |
|
|
|
759 |
|
|
|
60,141 |
|
Equity in net income of
unconsolidated partnership |
|
|
|
|
|
|
|
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91 |
|
Other income |
|
|
|
|
|
|
3,290 |
|
|
|
211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
3,508 |
|
Interest income |
|
|
28 |
|
|
|
98 |
|
|
|
16 |
|
|
|
4 |
|
|
|
12 |
|
|
|
17 |
|
|
|
2 |
|
|
|
810 |
|
|
|
987 |
|
Depreciation and amortization |
|
|
(7,072 |
) |
|
|
(3,973 |
) |
|
|
(5,111 |
) |
|
|
(2,388 |
) |
|
|
(4,788 |
) |
|
|
(2,971 |
) |
|
|
(529 |
) |
|
|
|
|
|
|
(26,832 |
) |
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,001 |
) |
|
|
(9,001 |
) |
Interest expense |
|
|
(2,458 |
) |
|
|
(1,028 |
) |
|
|
(1,293 |
) |
|
|
(1,000 |
) |
|
|
|
|
|
|
(81 |
) |
|
|
|
|
|
|
(9,785 |
) |
|
|
(15,645 |
) |
Minority interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
219 |
|
|
|
|
|
|
|
(991 |
) |
|
|
(772 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
8,241 |
|
|
$ |
8,030 |
|
|
$ |
3,221 |
|
|
$ |
2,344 |
|
|
$ |
3,732 |
|
|
$ |
2,875 |
|
|
|
2,235 |
|
|
$ |
(18,201 |
) |
|
$ |
12,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in unconsolidated
partnership |
|
|
|
|
|
|
|
|
|
$ |
2,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
588,555 |
|
|
$ |
184,201 |
|
|
$ |
154,954 |
|
|
$ |
68,660 |
|
|
$ |
107,727 |
|
|
$ |
122,108 |
|
|
$ |
31,952 |
|
|
$ |
72,324 |
|
|
$ |
1,330,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
San |
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
Boston |
|
Francisco |
|
San Diego |
|
Seattle |
|
New Jersey |
|
Pennsylvania |
|
Maryland |
|
Other |
|
Total |
% of total revenues |
|
|
25.2 |
% |
|
|
12.3 |
% |
|
|
13.1 |
% |
|
|
7.3 |
% |
|
|
27.4 |
% |
|
|
11.4 |
% |
|
|
3.4 |
% |
|
|
(0.1 |
)% |
|
|
100.0 |
% |
% of total rental operations expenses |
|
|
16.6 |
% |
|
|
4.9 |
% |
|
|
8.5 |
% |
|
|
2.8 |
% |
|
|
53.5 |
% |
|
|
15.2 |
% |
|
|
1.0 |
% |
|
|
(2.5 |
)% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of total net operating income |
|
|
29.5 |
% |
|
|
16.0 |
% |
|
|
15.5 |
% |
|
|
9.5 |
% |
|
|
14.1 |
% |
|
|
9.5 |
% |
|
|
4.6 |
% |
|
|
1.3 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
|
|
San |
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
Boston |
|
|
Francisco |
|
|
San Diego |
|
|
Seattle |
|
|
New Jersey |
|
|
Pennsylvania |
|
|
Maryland |
|
|
Other |
|
|
Total |
|
Rental revenues and
tenant recoveries |
|
$ |
16,881 |
|
|
$ |
3,854 |
|
|
$ |
4,104 |
|
|
$ |
2,169 |
|
|
$ |
8,880 |
|
|
$ |
3,938 |
|
|
$ |
1,020 |
|
|
$ |
(28 |
) |
|
$ |
40,818 |
|
Rental operations and real
estate tax expenses |
|
|
3,915 |
|
|
|
255 |
|
|
|
938 |
|
|
|
258 |
|
|
|
6,322 |
|
|
|
1,690 |
|
|
|
100 |
|
|
|
(142 |
) |
|
|
13,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
|
12,966 |
|
|
|
3,599 |
|
|
|
3,166 |
|
|
|
1,911 |
|
|
|
2,558 |
|
|
|
2,248 |
|
|
|
920 |
|
|
|
114 |
|
|
|
27,482 |
|
Equity in net income of
unconsolidated partnership |
|
|
|
|
|
|
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 |
|
Other income |
|
|
|
|
|
|
411 |
|
|
|
95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
512 |
|
Interest income |
|
|
26 |
|
|
|
37 |
|
|
|
10 |
|
|
|
3 |
|
|
|
11 |
|
|
|
11 |
|
|
|
1 |
|
|
|
708 |
|
|
|
807 |
|
Depreciation and amortization |
|
|
(5,184 |
) |
|
|
(1,437 |
) |
|
|
(1,869 |
) |
|
|
(796 |
) |
|
|
(1,639 |
) |
|
|
(1,063 |
) |
|
|
(176 |
) |
|
|
|
|
|
|
(12,164 |
) |
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,756 |
) |
|
|
(3,756 |
) |
Interest expense |
|
|
(1,841 |
) |
|
|
(248 |
) |
|
|
(442 |
) |
|
|
(330 |
) |
|
|
|
|
|
|
(27 |
) |
|
|
|
|
|
|
(4,534 |
) |
|
|
(7,422 |
) |
Minority interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
|
|
|
|
|
|
(323 |
) |
|
|
(278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,967 |
|
|
$ |
2,362 |
|
|
$ |
980 |
|
|
$ |
788 |
|
|
$ |
930 |
|
|
$ |
1,214 |
|
|
|
745 |
|
|
$ |
(7,785 |
) |
|
$ |
5,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York |
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
San |
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
Boston |
|
Francisco |
|
San Diego |
|
Seattle |
|
New Jersey |
|
Pennsylvania |
|
Maryland |
|
Other |
|
Total |
% of total revenues |
|
|
41.4 |
% |
|
|
9.4 |
% |
|
|
10.1 |
% |
|
|
5.3 |
% |
|
|
21.8 |
% |
|
|
9.6 |
% |
|
|
2.5 |
% |
|
|
(0.1 |
)% |
|
|
100.0 |
% |
% of total rental operations expenses |
|
|
29.4 |
% |
|
|
1.9 |
% |
|
|
7.0 |
% |
|
|
1.9 |
% |
|
|
47.4 |
% |
|
|
12.7 |
% |
|
|
0.7 |
% |
|
|
(1.0 |
)% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of total net operating income |
|
|
47.2 |
% |
|
|
13.1 |
% |
|
|
11.5 |
% |
|
|
7.0 |
% |
|
|
9.3 |
% |
|
|
8.2 |
% |
|
|
3.3 |
% |
|
|
0.4 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. Property Acquisitions
The Company acquired interests in 19 properties, including one parking structure, during the
nine months ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Acquisition Date |
|
Rentable Square Feet |
First Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
|
Waples |
|
|
San Diego |
|
|
|
March 1, 2005 |
|
|
|
43,036 |
|
Bridgeview |
|
|
San Francisco |
|
|
|
March 16, 2005 |
|
|
|
50,400 |
|
Graphics Drive |
|
|
New Jersey |
|
|
|
March 17, 2005 |
|
|
|
72,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter Total |
|
|
|
|
|
|
|
|
|
|
165,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
Fresh Pond Research Park |
|
|
Boston |
|
|
|
April 5, 2005 |
|
|
|
90,702 |
|
Coolidge Avenue |
|
|
Boston |
|
|
|
April 5, 2005 |
|
|
|
37,400 |
|
Phoenixville Pike |
|
|
Pennsylvania |
|
|
|
April 5, 2005 |
|
|
|
104,400 |
|
Nancy Ridge Drive |
|
|
San Diego |
|
|
|
April 21, 2005 |
|
|
|
42,138 |
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Acquisition Date |
|
Rentable Square Feet |
Dumbarton Circle |
|
|
San Francisco |
|
|
|
May 27, 2005 |
|
|
|
44,000 |
|
Lucent Drive |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
21,500 |
|
21 Erie Street |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
49,247 |
|
Vassar Street |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
52,520 |
|
Albany Street |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
75,003 |
|
40 Erie Street |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
100,854 |
|
Sidney Street |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
191,904 |
|
Kendall Square A |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
302,919 |
|
Kendall Square D |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
349,325 |
|
47 Erie Street Parking
Structure |
|
|
Boston |
|
|
|
May 31, 2005 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Total |
|
|
|
|
|
|
|
|
|
|
1,461,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter |
|
|
|
|
|
|
|
|
|
|
|
|
Kaiser Drive |
|
|
San Francisco |
|
|
|
August 25, 2005 |
|
|
|
87,953 |
|
Faraday Avenue |
|
|
San Diego |
|
|
|
September 19, 2005 |
|
|
|
28,704 |
|
1000 Uniqema Boulevard |
|
|
Pennsylvania |
|
|
|
September 30, 2005 |
|
|
|
59,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Total |
|
|
|
|
|
|
|
|
|
|
176,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
1,804,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. Derivative Financial Instruments
The Company records 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 fair value hedges, changes in the fair value of the derivative
and the hedged item related to the hedged risk are recognized in earnings. 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. The Company assesses the effectiveness of each hedging relationship by comparing the
changes in fair value or cash flows of the derivative hedging instrument with the changes in fair
value or cash flows of the designated hedged item or transaction. For derivatives not designated as
hedges, changes in fair value are recognized in earnings.
The Companys objective in using derivatives tied to interest rates is to add stability to
interest expense and to manage its exposure to interest rate movements or other identified risks.
To accomplish this objective, the Company primarily uses interest rate swaps as part of its 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 2005, one such derivative has been used to
hedge the variable cash flows associated with existing variable-rate debt. We formally documented
the hedging relationship and account for our interest rate swap
agreement as a cash flow hedge.
As of September 30, 2005, no derivatives were designated as fair value hedges or hedges of net
investments in foreign operations. Additionally, the Company does not use derivatives for trading
or speculative purposes and currently does not have any derivatives that are not designated as
hedges. As of September 30, 2005, our one interest rate swap had a notional amount of $250.0
million, whereby we pay a fixed rate of 6.4% and receive the difference between the fixed rate and
the one-month LIBOR rate plus 225 basis points. This agreement expires on June 1, 2010, and no
initial investment was made to enter into this agreement. At September 30, 2005, the interest rate
swap agreement had a fair value of $3.8 million which is included in other assets. The change in
net unrealized gains/losses of $3.8 million in 2005 for derivatives designated as cash flow hedges
is included separately on the consolidated balance sheet.
As
of September 30, 2005, the net fair value of our financial interest subject to put and call options
related to our King of Prussia interest was $302,000, which is recorded as a net accrued liability included in accounts payable and accrued
expenses on the consolidated balance sheets. In addition, the net change in fair value of the put
and call options is not considered material.
11. Subsequent Events
During the fourth quarter of 2005, the Company purchased a 71,500 square-foot facility located
in the Bridge Business Center in Bristol, Pennsylvania for approximately $14.9 million in cash.
The property is fully leased to Rhodia, Inc., a public global specialty chemicals company.
13
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial
statements and notes thereto appearing elsewhere in this report. We make statements in this report
that are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. In particular, statements pertaining to our capital resources, portfolio performance
and results of operations contain 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: general risks affecting the real estate
industry (including, without limitation, the inability to enter into or renew leases, dependence on
tenants financial condition, and competition from other developers, owners and operators of real
estate); adverse economic or real estate developments in the life science industry or the Boston or
California regions; risks associated with the availability and terms of financing and the use of
debt to fund acquisitions and developments; failure to manage effectively our growth and expansion
into new markets, or to complete or integrate acquisitions successfully; risks and uncertainties
affecting property development and construction; risks associated with downturns in the national
and local economies, increases in interest rates, and volatility in the securities markets;
potential liability for uninsured losses and environmental contamination; risks associated with our
potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the
Code, and possible adverse changes in tax and environmental laws; and risks associated with our
dependence on key personnel whose continued service is not guaranteed. We disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
The risks included here are not exhaustive, and additional factors could adversely affect our
business and financial performance, including factors and risks included in other sections of this
report. In addition, we discussed a number of material risks in our annual report on Form 10-K for
the year ended December 31, 2004. Those risks continue to be relevant to our performance and
financial condition. Moreover, we operate in a very competitive and rapidly changing environment.
New risk factors emerge from time to time and it is not possible for management to predict all such
risk factors, nor can it assess the impact of all such risk factors on our companys business or
the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking statements as a
prediction of actual results.
Overview
We operate as a REIT focused on acquiring, developing, owning, leasing and managing laboratory
and office space for the life science industry. Our tenants include biotechnology and
pharmaceutical companies, scientific research institutions, government agencies and other entities
involved in the life science industry. Our current properties and our primary acquisition targets
are 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.
At September 30, 2005, we owned or had interests in 36 properties, located principally in
Boston, San Diego, San Francisco, Seattle, Maryland, Pennsylvania, New York and New Jersey,
consisting of 59 buildings with approximately 4.4 million rentable square feet of laboratory and
office space. We also owned undeveloped land that we estimate can support up to 600,000 rentable
square feet of laboratory and office space.
We were formed on April 30, 2004 and commenced operations on August 11, 2004, after completing
our initial public offering.
14
Factors Which May Influence Future Operations
As of September 30, 2005, our property portfolio was 90.6% leased to 81 tenants. Of the
remaining unleased space, approximately 269,316 square feet, or 6.1% of the companys total
rentable square footage, was under redevelopment. Approximately 2.7% of our leased square footage
expires during the remainder of 2005 and approximately 4.6% of our leased square footage expires
during 2006. Our leasing strategy 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. Additionally, we will seek to lease space that is currently under master lease
arrangements at our Bayshore and King of Prussia properties, which expire in 2006 and 2008,
respectively.
Our corporate strategy is to continue to focus on acquiring, developing, owning, leasing and
managing laboratory and office space for the life science industry. Our leasing strategy focuses on
executing long-term leases with creditworthy tenants. We also intend to proceed with new
developments, when prudent.
The success of our leasing and development strategy will be dependent upon the general
economic conditions in the United States and in our target markets of Boston, San Diego, San
Francisco, Seattle, Maryland, Pennsylvania and New York/New Jersey.
Critical Accounting Policies
A more complete discussion of our critical accounting policies can be found in our annual
report on Form 10-K for the year ended December 31, 2004.
In December 2004, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123R, Share-Based Payment (SFAS 123R). SFAS 123R replaces SFAS 123. SFAS
123R requires the compensation cost relating to share-based payment transactions be recognized in
financial statements and be measured based on the fair value of the equity instrument issued. SFAS
123R is effective in annual reporting periods beginning after December 15, 2005. As of September
30, 2005, our equity issuances for compensation have consisted entirely of restricted stock grants
to directors and employees. We do not believe that the treatment of our restricted stock grants
under SFAS 123R differs from the treatment under SFAS 123. As a result, we do not expect the
adoption of SFAS 123R to have a material impact on our results of operations, financial position or
liquidity.
Results of Operations
The following is a comparison of the consolidated operating results of BioMed Realty Trust,
Inc. for the three months ended September 30, 2005 to the combined operating results of 201
Industrial Road, L.P., our predecessor, for the period July 1, 2004 through August 17, 2004 and
BioMed Realty Trust, Inc. for the period from August 11, 2004 through September 30, 2004. As part
of our formation transactions, our predecessor was contributed to us in exchange for 1,461,451
units in our Operating Partnership.
Our predecessor is considered for accounting purposes to be our acquirer. As such, the
historical financial statements presented herein for our predecessor were prepared on a stand-alone
basis. Management does not consider the operating results of our predecessor on a stand-alone basis
to be indicative of the historical operating results of our company taken as a whole.
15
Comparison of Three Months Ended September 30, 2005 to Three Months Ended September 30, 2004
The following table sets forth the basis for presenting the historical financial information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inhale 201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Road L.P. |
|
|
|
|
|
|
|
|
|
BioMed Realty Trust, Inc. |
|
|
(Predecessor) |
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Period August 11, |
|
|
Period July 1, 2004 |
|
|
|
|
|
|
|
|
|
Ended |
|
|
2004 through |
|
|
through |
|
|
Combined |
|
|
|
|
|
|
September 30, 2005 |
|
|
September 30, 2004 |
|
|
August 17, 2004 |
|
|
Total |
|
|
Change |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental |
|
$ |
28,593 |
|
|
$ |
6,107 |
|
|
$ |
796 |
|
|
$ |
6,903 |
|
|
$ |
21,690 |
|
Tenant recoveries |
|
|
12,225 |
|
|
|
2,878 |
|
|
|
76 |
|
|
|
2,954 |
|
|
|
9,271 |
|
Other income |
|
|
512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
41,330 |
|
|
|
8,985 |
|
|
|
872 |
|
|
|
9,857 |
|
|
|
31,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental operations |
|
|
9,763 |
|
|
|
2,739 |
|
|
|
5 |
|
|
|
2,744 |
|
|
|
7,019 |
|
Real estate taxes |
|
|
3,573 |
|
|
|
800 |
|
|
|
41 |
|
|
|
841 |
|
|
|
2,732 |
|
Depreciation and amortization |
|
|
12,164 |
|
|
|
2,251 |
|
|
|
122 |
|
|
|
2,373 |
|
|
|
9,791 |
|
General and administrative |
|
|
3,756 |
|
|
|
1,195 |
|
|
|
|
|
|
|
1,195 |
|
|
|
2,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
29,256 |
|
|
|
6,985 |
|
|
|
168 |
|
|
|
7,153 |
|
|
|
22,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
12,074 |
|
|
|
2,000 |
|
|
|
704 |
|
|
|
2,704 |
|
|
|
9,370 |
|
Equity in net income of
unconsolidated partnership |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 |
|
Interest income |
|
|
807 |
|
|
|
124 |
|
|
|
|
|
|
|
124 |
|
|
|
683 |
|
Interest expense |
|
|
(7,422 |
) |
|
|
(218 |
) |
|
|
(312 |
) |
|
|
(530 |
) |
|
|
(6,892 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests |
|
|
5,479 |
|
|
|
1,906 |
|
|
|
392 |
|
|
|
2,298 |
|
|
|
3,181 |
|
Minority interest in consolidated
partnership |
|
|
45 |
|
|
|
58 |
|
|
|
|
|
|
|
58 |
|
|
|
(13 |
) |
Minority interests in operating
partnership |
|
|
(323 |
) |
|
|
(137 |
) |
|
|
|
|
|
|
(137 |
) |
|
|
(186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
5,201 |
|
|
$ |
1,827 |
|
|
$ |
392 |
|
|
$ |
2,219 |
|
|
$ |
2,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental Revenues. Rental revenues increased $21.7 million to $28.6 million for the three months
ended September 30, 2005 compared to $6.9 million for the three months ended September 30, 2004.
The increase was primarily due to the inclusion of rental revenues for the properties acquired in
connection with our initial public offering as well as acquisitions subsequent to our initial
public offering.
Tenant Recoveries. Revenues from tenant reimbursements increased $9.3 million to $12.2 million
for the three months ended September 30, 2005 compared to $2.9 million for the three months ended
September 30, 2004. The increase was primarily due to the inclusion of tenant reimbursements for
the properties acquired in connection with our initial public offering as well as acquisitions
subsequent to our initial public offering.
Other Income. Other income for the three months ended September 30, 2005 is comprised
primarily of a portion of a gain on early lease termination of the Nektar Therapeutics lease at our
Industrial Road property of $386,000.
Rental
Operations Expense. Rental operations expense increased $7.0 million to $9.7 million
for the three months ended September 30, 2005 compared to $2.7 million for the three months ended
September 30, 2004. The increase was primarily due to the inclusion of rental property operations
expense for the properties acquired in connection with our initial public offering as well as
acquisitions subsequent to our initial public offering.
Real Estate Tax Expense. Real estate tax expense increased $2.7 million to $3.6 million for
the three months ended September 30, 2005 compared to $841,000 for the three months ended September
30, 2004. The increase was primarily due to the inclusion of property taxes for the properties
acquired in connection with our initial public offering as well as additional property acquisitions
subsequent to our initial public offering.
Depreciation and Amortization Expense. Depreciation and amortization expense increased $9.8
million to $12.2 million for the three months ended September 30, 2005 compared to $2.4 million for
the three months ended September 30, 2004. The increase was primarily due to the inclusion of
depreciation and amortization expense for
the properties acquired in connection with our initial public offering as well as acquisitions
subsequent to our initial public offering.
16
General and Administrative Expenses. General and administrative expenses increased $2.6
million to $3.8 million for the three months ended September 30, 2005 compared to $1.2 million for
the three months ended September 30, 2004. The increase was primarily due to the hiring of new
personnel after our initial public offering, the addition of expenses relating to operating as a
public company, compensation expense related to vesting of restricted stock compensation awards
expensed during the three months ended September 30, 2005 and higher consulting and professional
fees associated with corporate governance and Sarbanes-Oxley
Section 404 implementation. The three months ended
September 30, 2005 included a $619,000 increase to general and
administrative expense resulting from a correction to the expensing
of restricted stock grants awarded to the companys executive
officers and other employees at the time of the companys
initial public offering in August 2004 that occurred in the periods
prior to September 30, 2005.
Interest Income. Interest income increased $683,000 to $807,000 for the three months ended
September 30, 2005 compared to $124,000 for the three months ended September 30, 2004. This is
primarily due to interest earned on an increase of funds held by us during the three months ended
September 30, 2005.
Interest Expense. Interest expense increased $6.9 million to $7.4 million for the three months
ended September 30, 2005 compared to $530,000 for the three months ended September 30, 2004. The
increase in interest is a result of increased overall debt outstanding in 2005 partially offset by
a reduction of interest expense in 2005 due to the accretion of debt premium, which decreased
interest expense by $630,000.
Minority Interests. Minority interests increased $199,000 to $278,000 for the three months
ended September 30, 2005 compared to $79,000 for the three months ended September 30, 2004. The
minority interest allocations for the three months ended September 30, 2005 and 2004 are not
comparable due to the initial public offering.
Comparison of Nine Months Ended September 30, 2005 to Nine Months Ended September 30, 2004
The following is a comparison of the consolidated operating results of BioMed Realty Trust,
Inc. for the nine months ended September 30, 2005, to the combined operating results of 201
Industrial Road, L.P., our predecessor, for the period January 1, 2004 through August 17, 2004 and
BioMed Realty Trust, Inc. for the period from August 11, 2004 through September 30, 2004.
The following table sets forth the basis for presenting the historical financial information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inhale 201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Road |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P. |
|
|
|
|
|
|
|
|
|
|
BioMed Realty Trust, Inc. |
|
|
(Predecessor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Period August 11, |
|
|
January 1, 2004 |
|
|
|
|
|
|
|
|
|
Ended |
|
|
2004 through |
|
|
through |
|
|
|
|
|
|
|
|
|
September 30, 2005 |
|
|
September 30, 2004 |
|
|
August 17, 2004 |
|
|
Combined Total |
|
|
Change |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental |
|
$ |
62,821 |
|
|
$ |
6,107 |
|
|
$ |
3,933 |
|
|
$ |
10,040 |
|
|
$ |
52,781 |
|
Tenant recoveries |
|
|
28,035 |
|
|
|
2,878 |
|
|
|
375 |
|
|
|
3,253 |
|
|
|
24,782 |
|
Other income |
|
|
3,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
94,364 |
|
|
|
8,985 |
|
|
|
4,308 |
|
|
|
13,293 |
|
|
|
81,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental operations |
|
|
22,879 |
|
|
|
2,739 |
|
|
|
131 |
|
|
|
2,870 |
|
|
|
20,009 |
|
Real estate taxes |
|
|
7,836 |
|
|
|
800 |
|
|
|
222 |
|
|
|
1,022 |
|
|
|
6,814 |
|
Depreciation and amortization |
|
|
26,832 |
|
|
|
2,251 |
|
|
|
600 |
|
|
|
2,851 |
|
|
|
23,981 |
|
General and administrative |
|
|
9,001 |
|
|
|
1,195 |
|
|
|
|
|
|
|
1,195 |
|
|
|
7,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
66,548 |
|
|
|
6,985 |
|
|
|
953 |
|
|
|
7,938 |
|
|
|
58,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
27,816 |
|
|
|
2,000 |
|
|
|
3,355 |
|
|
|
5,355 |
|
|
|
22,461 |
|
Equity in net income of
unconsolidated partnership |
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91 |
|
Interest income |
|
|
987 |
|
|
|
124 |
|
|
|
|
|
|
|
124 |
|
|
|
863 |
|
Interest expense |
|
|
(15,645 |
) |
|
|
(218 |
) |
|
|
(1,700 |
) |
|
|
(1,918 |
) |
|
|
(13,727 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests |
|
|
13,249 |
|
|
|
1,906 |
|
|
|
1,655 |
|
|
|
3,561 |
|
|
|
9,688 |
|
Minority interest in consolidated
partnership |
|
|
219 |
|
|
|
58 |
|
|
|
|
|
|
|
58 |
|
|
|
161 |
|
Minority interests in operating
partnership |
|
|
(991 |
) |
|
|
(137 |
) |
|
|
|
|
|
|
(137 |
) |
|
|
(854 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,477 |
|
|
$ |
1,827 |
|
|
$ |
1,655 |
|
|
$ |
3,482 |
|
|
$ |
8,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
Rental Revenues. Rental revenues increased $52.8 million to $62.8 million for the nine months
ended September 30, 2005 compared to $10.0 million for the nine months ended September 30, 2004.
The increase was primarily due to the inclusion of rental revenues for the properties acquired in
connection with our initial public offering as well as acquisitions subsequent to our initial
public offering.
Tenant Recoveries. Revenues from tenant reimbursements increased $24.8 million to $28.0
million for the nine months ended September 30, 2005 compared to $3.2 million for the nine months
ended September 30, 2004. The increase was primarily due to the inclusion of tenant reimbursements
for the properties acquired in connection with our initial public offering as well as acquisitions
subsequent to our initial public offering.
Other Income. Other income for the nine months ended September 30, 2005 is comprised primarily
of a portion of a gain on early lease termination of the Nektar Therapeutics lease at our
Industrial Road property of $3.2 million.
Rental Operations Expense. Rental operations expense increased $20.0 million to $22.9 million
for the nine months ended September 30, 2005 compared to $2.9 million for the nine months ended
September 30, 2004. The increase was primarily due to the inclusion of rental property operations
expense for the properties acquired in connection with our initial public offering as well as
acquisitions subsequent to our initial public offering.
Real Estate Tax Expense. Real estate tax expense increased $6.8 million to $7.8 million for
the nine months ended September 30, 2005 compared to $1.0 million for the nine months ended
September 30, 2004. The increase was primarily due to the inclusion of property taxes for the
properties acquired in connection with our initial public offering as well as additional property
acquisitions subsequent to our initial public offering.
Depreciation and Amortization Expense. Depreciation and amortization expense increased $24.0
million to $26.8 million for the nine months ended September 30, 2005 compared to $2.8 million for
the nine months ended September 30, 2004. The increase was primarily due to the inclusion of
depreciation and amortization expense for the properties acquired in connection with our initial
public offering as well as acquisitions subsequent to our initial public offering.
General and Administrative Expenses. General and administrative expenses increased $7.8
million to $9.0 million for the nine months ended September 30, 2005 compared to $1.2 million for
the nine months ended September 30, 2004. The increase was primarily due to the hiring of new
personnel after our initial public offering, the addition of expenses relating to operating as a
public company, compensation expense related to vesting of restricted stock compensation awards
expensed during the nine months ended September 30, 2005 and higher consulting and professional
fees associated with corporate governance and Sarbanes-Oxley
Section 404 implementation. The nine months ended
September 30, 2005 included a $619,000 increase to general and
administrative expense resulting from a correction to the expensing
of restricted stock grants awarded to the companys executive
officers and other employees at the time of the companys
initial public offering in August 2004 that occurred in the periods
prior to September 30, 2005.
Interest Income. Interest income increased $863,000 to $987,000 for the nine months ended
September 30, 2005 compared to $124,000 for the nine months ended September 30, 2004. This is
primarily due to interest earned on an increase of funds held by us during the nine months ended
September 30, 2005.
Interest Expense. Interest expense increased $13.7 million to $15.6 million for the nine
months ended September 30, 2005 compared to $1.9 million for the nine months ended September 30,
2004. The increase in interest is a result of more overall debt outstanding after the consummation
of our initial public offering and the amortization of $2.0 million of loan fees related to the
repayment and termination of our unsecured credit facility and our $100.0 million unsecured term
loan facility partially offset by a reduction of interest expense in 2005 due to the accretion of
debt premium, which decreased interest expense by $1.3 million.
18
Minority Interests. Minority interests increased $693,000 to $772,000 for the nine months
ended September 30, 2005 compared to $79,000 for the nine months ended September 30, 2004. The
minority interest allocations for the nine months ended September 30, 2005 and 2004 are not
comparable due to the initial public offering.
Cash Flows
Comparison of Nine Months Ended September 30, 2005 to Nine Months Ended September 30, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
BioMed Realty |
|
|
|
|
|
|
|
|
Trust, Inc. and |
|
|
|
|
BioMed |
|
Inhale 201 |
|
|
|
|
Realty Trust, |
|
Industrial Road, |
|
|
|
|
Inc. |
|
L.P. (Predecessor) |
|
|
|
|
2005 |
|
2004 |
|
Change |
Net cash provided by operating activities |
|
$ |
39,419 |
|
|
$ |
8,189 |
|
|
$ |
31,230 |
|
Net cash used in investing activities |
|
|
(530,398 |
) |
|
|
(398,049 |
) |
|
|
(132,349 |
) |
Net cash provided by financing activities |
|
|
537,605 |
|
|
|
426,566 |
|
|
|
111,039 |
|
Ending cash balance |
|
|
74,495 |
|
|
|
36,863 |
|
|
|
37,632 |
|
Net cash provided by operating activities increased $31.2 million to $39.4 million for the
nine months ended September 30, 2005 compared to cash provided of $8.2 million for the nine months
ended September 30, 2004. The increase was primarily due to the increase in operating income before
depreciation and amortization, and changes in other operating assets and liabilities.
Net cash used in investing activities increased $132.3 million to $530.4 million for the nine
months ended September 30, 2005 compared to $398.1 million for the nine months ended September 30,
2004. The increase was primarily due to amounts paid to acquire interests in real estate entities
partially offset by receipts of master lease payments.
Net cash provided by financing activities increased $111.0 million to $537.6 million for the
nine months ended September 30, 2005 compared to $426.6 million for the nine months ended September
30, 2004. The increase was primarily due to net proceeds from our follow-on common stock offering
in June 2005 and secured term loan proceeds offset by principal payments on mortgage loans, and
payments of dividends and distributions.
Funds from Operations
We present funds from operations, or FFO, 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 managements 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.
19
The following table provides the calculation of our FFO and a reconciliation to net income (in
thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
For the Nine |
|
|
For the Three |
|
|
|
Months Ended |
|
|
Months Ended |
|
|
|
September 30, 2005 |
|
|
September 30, 2005 |
|
Net income |
|
$ |
12,477 |
|
|
$ |
5,201 |
|
Adjustments |
|
|
|
|
|
|
|
|
Operating partnership unit share in earnings of minority interest |
|
|
991 |
|
|
|
323 |
|
Depreciation and amortization real estate assets (1) |
|
|
26,862 |
|
|
|
12,184 |
|
|
|
|
|
|
|
|
Funds from operations |
|
$ |
40,330 |
|
|
$ |
17,708 |
|
|
|
|
|
|
|
|
Funds from operations per share diluted |
|
$ |
1.02 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding diluted |
|
|
39,545,665 |
|
|
|
49,444,409 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes our share of joint venture real estate depreciation of $30 and $20 for the nine and
three months ended September 30, 2005, respectively. |
Liquidity and Capital Resources
Our short-term liquidity requirements consist primarily of funds to pay for operating expenses
and other expenditures directly associated with our properties, including:
|
|
|
interest expense and scheduled principal payments on outstanding indebtedness, |
|
|
|
|
general and administrative expenses, |
|
|
|
|
future distributions expected to be paid to our stockholders, and |
|
|
|
|
capital expenditures, tenant improvements and leasing commissions. |
We expect to satisfy our short-term liquidity requirements through our existing working
capital and cash provided by our operations. Our rental revenue, provided by our triple-net leases,
and minimal unreimbursed operating expenses generally provide cash inflows to meet our debt service
obligations, pay general and administrative expenses, and fund regular distributions.
Our long-term liquidity requirements consist primarily of funds to pay for scheduled debt
maturities, renovations, expansions 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 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 revolving credit facility to finance
acquisition and development activities and capital expenditures on an interim basis.
Our total market capitalization at September 30, 2005 was approximately $1.7 billion based on
the market closing price of our common stock at September 30, 2005 of $24.80 per share (assuming
the conversion of 2,870,564 operating partnership units into common stock) and our debt outstanding
was approximately $498.0 million (exclusive of accounts payable and accrued expenses). As a result,
our debt to total market capitalization ratio was approximately 28.9% at September 30, 2005. Our
board of directors adopted a policy of limiting our indebtedness to approximately 60% of our total
market capitalization. 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 market
capitalization ratio beyond the limit described above.
20
On May 31, 2005, we entered into three credit facilities with KeyBank National Association and
other lenders under which we initially borrowed $485.0 million of a total of $600.0 million
available under these facilities. The credit facilities include an unsecured revolving credit
facility of $250.0 million, under which we initially borrowed $135.0 million, an unsecured term
loan of $100.0 million and a secured term loan of $250.0 million. We borrowed the full amounts
under the unsecured term loan and secured term loan. The unsecured revolving credit facility has a
maturity date of May 30, 2008 and bears interest at a floating rate equal to, at our option, either
(1) reserve adjusted LIBOR plus a spread which ranges from 120 to 200 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 50 basis points and (b) the federal funds rate then in effect plus a spread which ranges
from 50 to 100 basis points, in each case, depending on our leverage. We may extend the maturity
date of the unsecured credit facility to May 30, 2009 after satisfying certain conditions and
paying an extension fee, and we may increase the amount of the revolving credit facility to $400.0
million upon satisfying certain conditions. The secured term loan, which has a maturity date of May
30, 2010, is secured by 13 of our properties and bears interest at a floating rate equal to, at our
option, either (1) reserve adjusted LIBOR plus 225 basis points or (2) the higher of (a) the prime
rate then in effect plus 50 basis points and (b) the federal funds rate then in effect plus 100
basis points. The secured term loan is also secured by our interest
in any distributions from the entities that own these
properties and a pledge of the equity interests in a subsidiary owning one of these properties. We
may not prepay the secured term loan prior to May 31, 2006. We entered into an interest rate swap
agreement in connection with the closing of the credit facilities, which will have the effect of
fixing the interest rate on the secured term loan at 6.4%. The $100.0 million unsecured term loan
facility was fully repaid with the proceeds from our follow-on common stock offering and terminated on June
27, 2005. Accordingly, related loan costs of $1.1 million were
fully amortized in the three months ended June 30, 2005. At September
30, 2005, we had no outstanding borrowings on our unsecured revolving credit facility.
The terms of the credit agreements 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, interest coverage, the maximum
amount of secured, variable-rate and 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 for any fiscal quarter
ending on or prior to September 30, 2005 or during any four consecutive quarters thereafter, make
distributions with respect to common stock or other equity interests in an aggregate amount in
excess of 95% of funds from operations, as defined, for such period, subject to other adjustments
or make distributions in excess of 100% of funds available for distribution, as defined, for such
period, subject to other adjustments. Management believes that we were in compliance with the
covenants as of September 30, 2005.
A summary of our outstanding consolidated mortgage indebtedness as of September 30, 2005 is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
|
Effective |
|
|
|
|
|
|
Unamortized |
|
|
Carrying |
|
|
Carrying |
|
|
|
|
|
|
Interest |
|
|
Interest |
|
|
Principal |
|
|
Premium |
|
|
Value at |
|
|
Value at |
|
|
|
|
|
|
Rate |
|
|
Rate |
|
|
Amount |
|
|
Amount |
|
|
September 30, 2005 |
|
|
December 31, 2004 |
|
|
Maturity Date |
Ardentech Court |
|
|
7.25 |
% |
|
|
5.06 |
% |
|
$ |
4,767 |
|
|
$ |
552 |
|
|
$ |
5,319 |
|
|
$ |
5,440 |
|
|
July 1, 2012 |
Bayshore Boulevard |
|
|
4.55 |
% |
|
|
4.55 |
% |
|
|
16,199 |
|
|
|
|
|
|
|
16,199 |
|
|
|
16,438 |
|
|
January 1, 2010 |
Bridgeview |
|
|
8.07 |
% |
|
|
5.04 |
% |
|
|
11,759 |
|
|
|
1,627 |
|
|
|
13,386 |
|
|
|
13,681 |
|
|
January 1, 2011 |
Eisenhower Road |
|
|
5.80 |
% |
|
|
4.63 |
% |
|
|
2,218 |
|
|
|
61 |
|
|
|
2,279 |
|
|
|
2,331 |
|
|
May 5, 2008 |
Elliott Avenue |
|
|
7.38 |
% |
|
|
4.63 |
% |
|
|
16,646 |
|
|
|
829 |
|
|
|
17,475 |
|
|
|
18,107 |
|
|
November 24, 2007 |
40 Erie Street |
|
|
7.34 |
% |
|
|
4.90 |
% |
|
|
19,810 |
|
|
|
1,193 |
|
|
|
21,003 |
|
|
|
|
|
|
August 1, 2008 |
Kendall Square D |
|
|
6.38 |
% |
|
|
5.45 |
% |
|
|
72,739 |
|
|
|
5,384 |
|
|
|
78,123 |
|
|
|
|
|
|
December 1, 2018 |
Lucent Drive |
|
|
5.50 |
% |
|
|
5.50 |
% |
|
|
5,943 |
|
|
|
|
|
|
|
5,943 |
|
|
|
|
|
|
January 21, 2015 |
Monte Villa Parkway |
|
|
4.55 |
% |
|
|
4.55 |
% |
|
|
9,861 |
|
|
|
|
|
|
|
9,861 |
|
|
|
10,007 |
|
|
January 1, 2010 |
Nancy Ridge Drive |
|
|
7.15 |
% |
|
|
5.57 |
% |
|
|
6,971 |
|
|
|
725 |
|
|
|
7,696 |
|
|
|
|
|
|
September 1, 2012 |
Science Center Drive |
|
|
7.65 |
% |
|
|
5.04 |
% |
|
|
11,610 |
|
|
|
1,485 |
|
|
|
13,095 |
|
|
|
13,376 |
|
|
July 1, 2011 |
Sidney Street |
|
|
7.23 |
% |
|
|
5.11 |
% |
|
|
31,592 |
|
|
|
3,510 |
|
|
|
35,102 |
|
|
|
|
|
|
June 1, 2012 |
Towne Centre Drive |
|
|
4.55 |
% |
|
|
4.55 |
% |
|
|
22,523 |
|
|
|
|
|
|
|
22,523 |
|
|
|
22,856 |
|
|
January 1, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
232,638 |
|
|
$ |
15,366 |
|
|
$ |
248,004 |
|
|
$ |
102,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2005, we had a $250.0 million secured term loan outstanding and no
borrowings outstanding on our unsecured revolving credit facility.
21
Premiums were recorded upon assumption of the notes 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.
As of September 30, 2005, principal payments due for our total consolidated indebtedness were
as follows (in thousands) (excluding unamortized debt premium of $15,366):
|
|
|
|
|
2005 |
|
$ |
1,236 |
|
2006 |
|
|
5,380 |
|
2007 |
|
|
21,213 |
|
2008 |
|
|
24,076 |
|
2009 |
|
|
4,624 |
|
Thereafter |
|
|
426,109 |
|
|
|
|
|
|
|
|
$ |
482,638 |
|
|
|
|
|
|
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.
Our
objective in using derivatives tied to interest rates 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
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 2005, one such derivative has been used to hedge the variable cash flows associated
with existing variable-rate debt. We formally documented the hedging relationship and account for
our interest rate swap agreement as a cash flow hedge.
As of September 30, 2005, no derivatives were designated as fair value
hedges or hedges of net investments in foreign operations. Additionally, we do not use derivatives
for trading or speculative purposes and currently do not have any derivatives that are not
designated as hedges. As of September 30, 2005, our one interest rate swap had a notional amount of
$250.0 million, whereby we pay a fixed rate of 6.4% and receive
the difference between the Fixed Rate and the one-month LIBOR Rate plus 225 basis points. This
agreement expires on June 1, 2010, and no initial investment was made to enter into this agreement.
At September 30, 2005, the interest rate swap agreement had a fair value of $3.8 million which is
included in other assets. The change in net unrealized gains/losses of $3.8 million in 2005 for
derivatives designated as cash flow hedges is included separately on the consolidated balance
sheet.
Off Balance Sheet Arrangements
As of September 30, 2005, we had an investment in McKellar Court, L.P., which owns a single
tenant occupied property located in San Diego. The acquisition of the investment in McKellar Court
closed on September 30, 2004. McKellar Court is a variable interest entity as defined in Financial
Accounting Standards Board Interpretation No. 46 (revised December 2003), Consolidation of Variable
Interest Entities; however, we are not the primary beneficiary. The limited partner is also 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. Significant
accounting policies used by the unconsolidated partnership that owns this property are similar to
those used by us. At September 30, 2005, our share of the debt related to this investment was equal
to approximately $2.3 million (excluding unamortized debt premium). The assets and liabilities of
McKellar Court were $17.1 million and $11.1 million, respectively, at September 30, 2005. The table
below summarizes our share of the outstanding debt (based on our respective ownership interests) of
this investment at September 30, 2005 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed |
|
Effective |
|
|
|
|
|
Unamortized |
|
Total |
|
|
|
|
Interest |
|
Interest |
|
Principal |
|
Premium |
|
Book |
|
|
|
|
Rate |
|
Rate |
|
Amount |
|
Amount |
|
Value |
|
Maturity Date |
McKellar Court |
|
|
8.56 |
% |
|
|
4.63 |
% |
|
$ |
2,260 |
|
|
$ |
365 |
|
|
$ |
2,625 |
|
|
January 1, 2010 |
22
Cash Distribution Policy
We elected to be taxed as a REIT under the Code commencing with our taxable year ended
December 31, 2004. To qualify as a REIT, we must meet a number of organizational and operational
requirements, including the requirement that we distribute currently at least 90% of our ordinary
taxable income to our stockholders. It is our intention to comply with these requirements and
maintain our REIT status. As a REIT, we generally will not be subject to corporate federal, state
or local income taxes on taxable income we distribute currently (in accordance with the Code and
applicable regulations) to our stockholders. If we fail to qualify as a REIT in any taxable year,
we will be subject to federal, state and local income taxes at regular corporate rates and may not
be able to qualify as a REIT for subsequent tax years. Even if we qualify for federal taxation as a
REIT, we may be subject to certain state and local taxes on our income and to federal income and
excise taxes on our undistributed taxable income, i.e., taxable income not distributed in the
amounts and in the time frames prescribed by the Code and applicable regulations thereunder.
Since our initial public offering through September 30, 2005, we have declared aggregate
dividends on our common stock and distributions on our operating partnership units of $1.2297 per
common share and unit, representing four full quarterly dividends for the fourth quarter of 2004
and first, second and third quarters of 2005 of $0.27 each and a partial third quarter dividend for
2004 of $0.1497 per common share and unit. The dividends are equivalent to an annual rate of $1.08
per common share and unit.
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.
Our unsecured revolving credit facility bears interest at a variable rate, which will be
influenced by changes in short-term interest rates, and will be sensitive to inflation.
ITEM 3. 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.
As of September 30, 2005, our consolidated debt consisted of 13 fixed-rate notes with a
carrying value of $248.0 million (including $15.4 million of unamortized premium) and a
weighted-average effective interest rate of 5.06% and our secured term loan with an outstanding
balance of $250.0 million. We entered into an interest rate swap agreement, which will have the
effect of fixing the interest rate on the secured term loan at 6.4%. To determine fair value, 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 September 30, 2005,
the fair value of the fixed-rate debt was estimated to be $247.4 million compared to the net
carrying value of $248.0 million (including $15.4 million of unamortized premium). We do not
believe that the interest rate risk represented by our fixed rate debt was material as of September
30, 2005 in relation to total assets of $1.3 billion and equity market capitalization of $1.2
billion of our common stock and operating units. At September 30, 2005, the fair value of the debt
of our investment in unconsolidated partnership approximated the carrying value.
23
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.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions rules and
forms and that such information is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management
is required to apply its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Also, we have investments in an unconsolidated entity. As we manage this entity,
our disclosure controls and procedures with respect to such entity are essentially consistent with
those we maintain with respect to our consolidated entities.
As required by Securities and Exchange Commission Rule 13a-15(b), we carried out an
evaluation, under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the period covered by this report. Based on
the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective at the reasonable assurance level.
There has been no change in our internal control over financial reporting during the quarter
ended September 30, 2005 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
As a result of the correction to the expensing of restricted stock grants described in Note
(7) of our consolidated financial statements, subsequent to September 30, 2005, we have enhanced
our internal controls relating to the review of the amortization of
deferred compensation to ensure the accurate recording of
compensation expense related to the vesting of our restricted stock.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings nor, to our knowledge, is any legal
proceeding threatened against us that would have a material adverse effect on our financial
position, results of operations or liquidity.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
|
|
|
Exhibit |
|
|
Number |
|
Description of Exhibit |
10.1
|
|
Sixth Amendment to Lease, dated as of September 23, 2005, by and between BMR-675 West Kendall
Street LLC, as successor to Kendall Square, LLC, and Vertex Pharmaceuticals Incorporated.(1) |
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
(1) |
|
Incorporated herein by reference to BioMed Realty Trust Inc.s Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 29, 2005. |
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
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|
|
BioMed Realty Trust, Inc. |
|
|
|
|
|
|
|
Dated: November 14, 2005
|
|
/s/ ALAN D. GOLD
Alan D. Gold
|
|
|
|
|
Chairman of the Board, President and Chief |
|
|
|
|
Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
/s/ JOHN F. WILSON, II |
|
|
|
|
John F. Wilson, II
|
|
|
|
|
Chief Financial Officer (Principal Financial Officer) |
|
|
26