Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 08, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Physicians Realty Trust | ' |
Entity Central Index Key | '0001574540 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 12,003,597 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_and_Com
Condensed Consolidated and Combined Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Predecessor | |
Investment properties: | ' | ' |
Income producing real estate | $176,883 | $89,878 |
Tenant improvements | 5,193 | 5,132 |
Property under development | 225 | 675 |
Land | 23,914 | 15,464 |
Total investment properties, gross | 206,215 | 111,149 |
Accumulated depreciation | -18,903 | -16,495 |
Total investment properties, net | 187,312 | 94,654 |
Cash and cash equivalents | 4,233 | 2,614 |
Tenant receivables, net | 710 | 682 |
Deferred costs, net | 2,012 | 1,107 |
Lease intangibles, net | 20,716 | 5,243 |
Other assets | 5,652 | 3,292 |
Total assets | 220,635 | 107,592 |
Liabilities: | ' | ' |
Accounts payable to related parties | ' | 1,530 |
Accounts payable | 485 | 802 |
Dividends payable | 2,655 | ' |
Accrued expenses and other liabilities | 2,329 | 1,031 |
Derivative liabilities | 437 | 643 |
Debt | 66,525 | 84,489 |
Total liabilities | 72,431 | 88,495 |
Equity: | ' | ' |
Common shares, $0.01 par value, 500,000,000 shares authorized, 12,003,597 shares issued and outstanding as of September 30, 2013 | 120 | ' |
Additional paid-in capital | 122,980 | ' |
Accumulated deficit | -3,321 | ' |
Total shareholders' and Predecessor equity | 119,779 | ' |
Total predecessor equity | ' | 19,068 |
Noncontrolling interests | 28,425 | ' |
Noncontrolling interests | ' | 29 |
Total equity | 148,204 | ' |
Total equity | ' | 19,097 |
Total liabilities and equity | $220,635 | $107,592 |
Condensed_Consolidated_and_Com1
Condensed Consolidated and Combined Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 |
Condensed Consolidated and Combined Balance Sheets | ' |
Common stock, par value (in dollars per share) | $0.01 |
Common stock, shares authorized | 500,000,000 |
Common stock, shares issued | 12,003,597 |
Common stock, shares outstanding | 12,003,597 |
Condensed_Consolidated_and_Com2
Condensed Consolidated and Combined Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 |
Predecessor | Predecessor | |||
Revenues: | ' | ' | ' | ' |
Rental revenues | $2,920 | $7,952 | $2,359 | $7,396 |
Expense recoveries | 798 | 2,399 | 750 | 2,151 |
Other revenues | -5 | ' | 2 | 7 |
Total revenues | 3,713 | 10,351 | 3,111 | 9,554 |
Expenses: | ' | ' | ' | ' |
Management fees | ' | 475 | 238 | 713 |
General and administrative | 1,285 | 1,507 | 104 | 292 |
Operating expenses | 1,130 | 3,578 | 1,110 | 3,460 |
Depreciation and amortization | 1,146 | 3,123 | 973 | 2,901 |
Loss on sale of property under development | 2 | 2 | 161 | 228 |
Acquisition expenses | 756 | 756 | ' | ' |
Total expenses | 4,319 | 9,441 | 2,586 | 7,594 |
Operating (loss)/income | -606 | 910 | 525 | 1,960 |
Other expense/(income) | ' | ' | ' | ' |
Interest expense | 826 | 3,114 | 1,203 | 3,667 |
Change in fair value of derivatives, net | -16 | -206 | ' | -58 |
Net loss from continuing operations | -1,416 | -1,998 | -678 | -1,649 |
Discontinued Operations: | ' | ' | ' | ' |
Loss from operations on discontinued investment properties | ' | ' | -262 | -199 |
Gain on sale of investment properties | ' | ' | 1,179 | 1,519 |
Income from discontinued operations | ' | ' | 917 | 1,320 |
Net (loss)/income | -1,416 | -1,998 | ' | ' |
Net (loss)/income | ' | ' | 239 | -329 |
Less: Net (income)/loss attributable to Predecessor | -6 | 576 | ' | ' |
Less: Net loss attributable to noncontrolling interests | 262 | 262 | ' | ' |
Net loss attributable to common shareholders | ($1,160) | ($1,160) | ' | ' |
Net loss per share: | ' | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.10) | ($0.10) | ' | ' |
Weighted average common shares: | ' | ' | ' | ' |
Basic and diluted (in shares) | 11,486,011 | 11,486,011 | ' | ' |
Dividends/distributions declared per common share and unit (in dollars per share) | $0.18 | $0.18 | ' | ' |
Condensed_Consolidated_and_Com3
Condensed Consolidated and Combined Statement of Equity (USD $) | Total | Par Value | Additional Paid in Capital | Accumulated Deficit | Non-controlling Interests | Predecessor Equity | Total Shareholders' and Predecessor Equity | Predecessor | Predecessor | Predecessor | Predecessor |
In Thousands, except Share data, unless otherwise specified | Predecessor Equity | Total Shareholders' and Predecessor Equity | Non-controlling Interests | ||||||||
Balance at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | $19,097 | $19,068 | $19,068 | $29 |
Change in predecessor equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss)/income | ' | ' | ' | ' | ' | ' | ' | -576 | -712 | -712 | 136 |
Transfer | ' | ' | ' | ' | ' | ' | ' | ' | 36 | 36 | -36 |
Distributions | ' | ' | ' | ' | ' | ' | ' | -420 | -211 | -211 | -209 |
Balance at Jul. 23, 2013 | ' | ' | ' | ' | ' | ' | ' | 18,101 | 18,181 | 18,181 | -80 |
Balance at Jun. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in predecessor equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss)/income | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' |
Balance at Jul. 23, 2013 | ' | ' | ' | ' | ' | ' | ' | 18,101 | ' | ' | ' |
Balance at Jul. 24, 2013 | 18,101 | ' | ' | ' | -80 | 18,181 | 18,181 | ' | ' | ' | ' |
Increase (Decrease) in stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from sale of common shares | 122,873 | 118 | 122,755 | ' | ' | ' | 122,873 | ' | ' | ' | ' |
Net proceeds from sale of common shares (in shares) | ' | 11,753,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Formation Transactions | -354 | ' | 36 | ' | 17,791 | -18,181 | -18,145 | ' | ' | ' | ' |
Restricted share award grants | 191 | 2 | 189 | ' | ' | ' | 191 | ' | ' | ' | ' |
Restricted share award grants (in shares) | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared | -2,655 | ' | ' | -2,161 | -494 | ' | -2,161 | ' | ' | ' | ' |
Contributions | 11,535 | ' | ' | ' | 11,535 | ' | ' | ' | ' | ' | ' |
Distributions | -65 | ' | ' | ' | -65 | ' | ' | ' | ' | ' | ' |
Net loss | -1,422 | ' | ' | -1,160 | -262 | ' | -1,160 | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | $148,204 | $120 | $122,980 | ($3,321) | $28,425 | ' | $119,779 | ' | ' | ' | ' |
Balance (in shares) at Sep. 30, 2013 | 12,003,597 | 12,003,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed_Consolidated_and_Com4
Condensed Consolidated and Combined Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Predecessor | ||
Cash Flows from Operating Activities: | ' | ' |
Net loss | ($1,998) | ' |
Net loss | ' | -329 |
Adjustments to reconcile net loss to net cash provided by operating activities | ' | ' |
Depreciation and amortization | 3,262 | 3,420 |
Gain on sale of investment properties | ' | -1,519 |
Loss on sale of property under development | 2 | 228 |
Amortization of lease inducement and above market leases | 70 | 53 |
Change in fair value of derivatives, net | -206 | -58 |
Provision for bad debts | 36 | 123 |
Non-cash compensation | 191 | ' |
Accelerated amortization of deferred financing costs | 94 | ' |
(Increase) decrease in | ' | ' |
Tenant receivables | -64 | 330 |
Deferred costs | -163 | -99 |
Other assets | -873 | -380 |
Increase (decrease) in | ' | ' |
Accounts payable to related parties | -1,530 | 153 |
Accounts payable | -316 | 18 |
Accrued expenses and other liabilities | 1,298 | 484 |
Total Adjustments | 1,801 | 2,753 |
Net cash (used by)/ provided by operating activities | -197 | 2,424 |
Cash Flows from Investing Activities: | ' | ' |
Proceeds from sale of investment properties | 448 | 14,525 |
Capital expenditures for acquisition of investment properties | -100,084 | -30 |
Lease inducement | -1,543 | -618 |
Net cash (used in)/provided by investing activities | -101,179 | 13,877 |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from sale of common shares | 135,166 | ' |
Offering costs | -12,293 | ' |
Formation transactions | -354 | ' |
Proceeds from credit facility borrowings | 19,850 | ' |
Proceeds from issuance of debt | 163 | ' |
Debt issuance costs | -1,074 | -36 |
Payments on notes payable | -37,978 | -12,717 |
Distributions to members and partners | -211 | -708 |
Contributions to noncontrolling interest | ' | 309 |
Distributions to noncontrolling interest | -274 | -478 |
Net cash provided by/(used in) financing activities | 102,995 | -13,630 |
Net increase in cash and cash equivalents | 1,619 | 2,671 |
Cash and cash equivalents, beginning of year | 2,614 | 1,932 |
Cash and cash equivalents, end of period | 4,233 | 4,603 |
Supplemental disclosure of cash flow information interest paid during the year | 2,967 | 3,495 |
Supplemental disclosure of noncash activity - accrued dividends payable | 2,655 | ' |
Supplemental disclosure of noncash activity - contributions to noncontrolling interest | $11,535 | ' |
Organization_and_Business
Organization and Business | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Organization and Nature of Business | ' | |||||||
Organization and Nature of Business | ' | |||||||
Note 1—Organization and Business | ||||||||
Physicians Realty Trust (the “Trust”) was organized in the state of Maryland on April 9, 2013. As of September 30, 2013, the Trust was authorized to issue up to 500,000,000 common shares of beneficial interest, par value $0.01 per share. The Trust filed a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed underwritten initial public offering (the “IPO”) and completed the IPO of its common shares and commenced operations on July 24, 2013. | ||||||||
Prior to completion of the IPO, the Trust elected to be taxed as a pass-through entity under subchapter S of the Internal Revenue Code of 1986. Effective upon completion of the IPO, the Trust revoked the subchapter S election. The Trust intends to elect to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes commencing with a short taxable year beginning on the date of the revocation of the subchapter S election and ending on December 31, 2013. The Trust had no taxable income prior to electing REIT status. To qualify as a REIT, the Trust must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its shareholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). | ||||||||
The Trust contributed the net proceeds from the IPO to Physicians Realty L.P. (the “Operating Partnership”), a Delaware limited partnership, and is the sole general partner of the Operating Partnership. The Trust’s operations are conducted through the Operating Partnership and wholly-owned and majority-owned subsidiaries of the Operating Partnership. The Trust, as the general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities and results of operations of the Operating Partnership. | ||||||||
As a REIT, the Trust generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its shareholders. If the Trust fails to qualify as a REIT in any taxable year, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Trust relief under certain statutory provisions. Such an event could materially adversely affect the Trust’s net income and net cash available for distribution to shareholders. However, the Trust intends to organize and operate in such a manner as to qualify for treatment as a REIT. Even if the Trust qualifies for taxation as a REIT, the Trust may be subject to state and local taxes on its income and property and federal income and excise taxes on its undistributed income. | ||||||||
The Trust is a self-managed REIT formed primarily to acquire, selectively develop, own and manage healthcare properties that are leased to physicians, hospitals and healthcare delivery systems. | ||||||||
Initial Public Offering and Formation Transactions | ||||||||
Concurrently with the completion of the IPO, the Trust acquired, through a series of contribution transactions, the entities that own the 19 properties that comprised the Trust’s initial properties from four healthcare real estate funds (the “Ziegler Funds”), as well as certain operating assets and liabilities. We determined that the Zeigler Funds constitute our accounting predecessor (the “Predecessor”). The Predecessor, which is not a legal entity, is comprised of the four Zeigler Funds that owned directly or indirectly interest in entities that owned the initial 19 properties in the Trust’s portfolio. The combined historical data for the predecessor is not necessarily indicative of the Trust’s future financial position or results of operations. In addition, at the completion of the IPO, the Trust entered into a shared services agreement with B.C. Ziegler & Company (“Ziegler”) pursuant to which Ziegler provides office space, IT support, accounting support and other services to the Trust in exchange for an annual fee. | ||||||||
To acquire the ownership interests in the entities that own the 19 properties included in the Trust’s initial properties, and certain other operating assets and liabilities, from the Ziegler Funds, the Operating Partnership issued to the Ziegler Funds an aggregate of 2,744,000 common units of partnership interest (“OP Units”), having an aggregate value of approximately $31.6 million based on the price to the public per share in the IPO and paid approximately $36.9 million of outstanding indebtedness related to our initial properties. These formation transactions were effected concurrently with the completion of the IPO. | ||||||||
The net proceeds from the IPO, inclusive of shares issued pursuant to the exercise of the underwriters’ overallotment option, were approximately $123.8 million (after deducting the underwriting discount and expenses of the IPO and the formation transactions payable by the Trust). The Trust contributed the net proceeds of the IPO to the Operating Partnership in exchange for 11,753,597 OP Units and at September 30, 2013 owned a 76.4% interest in the Operating Partnership. The Operating Partnership used a portion of the IPO proceeds received from the Trust to repay approximately $36.9 million of outstanding indebtedness and to purchase the 50% interest in the Arrowhead Commons property not owned by the Ziegler Funds for approximately $850,000, after which the Operating Partnership became the 100% owner of the property, and to pay certain expenses related to debt transfers and our senior secured revolving credit facility. The balance of the net proceeds was invested in investment properties. | ||||||||
The Trust is a self-managed REIT and conducts its operations through the Operating Partnership and principally through wholly-owned and majority-owned subsidiaries of the Operating Partnership. | ||||||||
Because the IPO and the formation transactions were completed on July 24, 2013, and prior to completion of the IPO we had no operations, the Trust’s balance sheet as of December 31, 2012 reflects the financial condition of the Predecessor, while the balance sheet as of September 30, 2013 reflects the financial condition of the Trust. The results of operation for the three and nine months ended September 30, 2013 reflect the results of operations of the Predecessor (through July 23, 2013) and of the Trust from July 24, 2013 through September 30, 2013. References in these notes to the condensed consolidated and combined financial statements to Physicians Realty Trust signify the Trust for the period from July 24, 2013, the date of completion of the IPO and the Formation Transaction, and of the Predecessor for all prior periods. The following is a summary of the Predecessor Statement of Operations for the period from July 1, 2013 through July 23, 2013, and for the period from January1, 2013 through July 23, 2013 (in thousands). These amounts are included in the condensed consolidated and combined statement of operations herein for the three and nine months ended September 30, 2013. | ||||||||
July 1, 2013 through | January 1, 2013 | |||||||
July 23, 2013 | through July 23, 2013 | |||||||
Revenues: | ||||||||
Rental revenues | $ | 476 | $ | 5,508 | ||||
Expense recoveries | 168 | 1,769 | ||||||
Other revenues | 1 | 6 | ||||||
Total revenues | 645 | 7,283 | ||||||
Expenses: | ||||||||
Management fees | — | 475 | ||||||
General and administrative | 27 | 249 | ||||||
Operating expenses | 225 | 2,673 | ||||||
Depreciation and amortization | 196 | 2,173 | ||||||
Total expenses | 448 | 5,570 | ||||||
Operating income | 197 | 1,713 | ||||||
Interest expense | 191 | 2,479 | ||||||
Change in fair value of derivatives, net | — | (190 | ) | |||||
Net income/(loss) | $ | 6 | $ | (576 | ) | |||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
Note 2—Summary of Significant Accounting Policies | |
The accompanying unaudited condensed consolidated and combined financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods ended September 30, 2013 and 2012 pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements included in the Trust’s final prospectus dated July 18, 2013 filed with the Securities and Exchange Commission on July 19, 2013. Operating results for interim periods are not necessarily indicative of results that may be expected for the entire year ending December 31, 2013. | |
Classification of Assets and Liabilities | |
The financial affairs of the Trust generally do not involve a business cycle since the realization of assets and the liquidation of liabilities are usually dependent on the Trust’s circumstances. Accordingly, the classification of current assets and current liabilities is not considered appropriate and has been omitted from the condensed consolidated and combined statements of assets and liabilities. | |
Noncontrolling Interests | |
In connection with the closing of the IPO, the Trust and the Operating Partnership completed related formation transactions pursuant to which the Operating Partnership acquired from the Ziegler Funds, the Ziegler Funds’ ownership interests in 19 medical office buildings located in ten states in exchange for an aggregate of 2,744,000 OP Units and the payment of approximately $36.9 million of debt related to such properties. | |
In connection with the acquisition of a surgical center hospital in the New Orleans, Louisiana metropolitan area for approximately $37.5 million, on September 30, 2013, the Trust partially funded the purchase price by issuing 954,877 OP Units valued at approximately $11.5 million on the date of issuance. | |
Noncontrolling interests in the Trust represent OP Units held by the Predecessor’s prior investors and other investors. As of September 30, 2013, the Trust held a 76.4% interest in the Operating Partnership. As the sole general partner and the majority interest holder, the Trust consolidates the financial position and results of operation of the Operating Partnership. | |
Holders of OP Units may not transfer their units without the Trust’s prior written consent, as general partner of the Operating Partnership. Beginning on the first anniversary of the issuance of OP Units, OP Unit holders may tender their units for redemption by the Operating Partnership in exchange for cash equal to the market price of the Trust’s common shares at the time of redemption or, for common shares on a one-for-one basis. Accordingly, the Trust presents the OP Units of the Operating Partnership held by the Predecessor’s prior investors and other investors as noncontrolling interests within equity in the consolidated balance sheet. | |
Dividends and Distributions | |
On September 30, 2013, the Trust’s Board of Trustees declared an initial, prorated cash dividend of $0.18 per share for the quarterly period from July 19, 2013 (the date of the IPO) through September 30, 2013, which is equivalent to a full quarterly dividend of $0.225 per share. The dividend was paid on November 1, 2013 to common shareholders and common OP unit holders of record on October 18, 2013. | |
Impairment of Intangible and Long-Lived Assets | |
The Trust evaluates the recoverability of the recorded amount of intangible and long-lived assets whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. Impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If we determine that an asset is impaired, the impairment to be recognized is measured as the amount by which the recorded amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the recorded amount or fair value less cost to sell. Fair value is determined using a discounted future cash flow analysis. | |
The Trust did not recognize any impairment for the three months ended September 30, 2013, nor did the Predecessor in the comparative period presented. | |
Rental Revenue | |
Rental revenue is recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue for amounts more or less than amounts currently due from tenants. Amounts recognized in excess of amounts currently due from tenants are included in other assets and were $1.4 million and $1.3 million as of September 30, 2013 and December 31, 2012, respectively. If the Trust determines that collectability of straight-line rents is not reasonably assured, the Trust limits future recognition to amounts contractually owed and, where appropriate, establishes an allowance for estimated losses. Rental revenue is reduced by amortization of lease inducements and above market rents on certain leases. Lease inducements and above market rents are amortized over the average remaining life of the lease. | |
Expense Recoveries | |
Expense recoveries relate to tenant reimbursement of real estate taxes, insurance and other operating expenses that are recognized as expense recovery revenue in the period the applicable expenses are incurred. The reimbursements are recorded at gross, as the Trust is generally the primary obligor with respect to real estate taxes and purchasing goods and services from third-party suppliers and has discretion in selecting the supplier and bears the credit risk of tenant reimbursement. | |
The Trust has certain tenants with absolute net leases. Under these lease agreements, the tenant is the responsible for operating and building expenses. For absolute net leases, the Trust does not recognize expense recoveries | |
Earnings Per Share | |
The Trust calculates earnings per share based upon the weighted average shares outstanding during the period beginning July 24, 2013. Diluted net income per share is calculated after giving effect to all potential diluted shares outstanding during the period. There were 3,698,877 potentially dilutive shares outstanding related to the issuance of OP Units held by noncontrolling interests during the three and nine month periods ended September 30, 2013. However, the shares were excluded from the computation of diluted shares as their impact would have been anti-dilutive. As a result, the number of diluted outstanding shares was treated equal to the number of outstanding shares. | |
Management Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the combined financial statements and the amounts of revenue and expenses reported in the period. Significant estimates are made for the valuation of real estate and intangibles, valuation of financial instruments, impairment assessments and fair value assessments with respect to purchase price allocations. Actual results could differ from these estimates. | |
Reclassifications | |
Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the consolidated financial position or results of operations. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Acquisitions and Dispositions | ' | ||||
Acquisitions and Dispositions | ' | ||||
Note 3—Acquisitions and Dispositions | |||||
On July 24, 2013, in connection with the completion of the IPO and formation transactions, Physicians Realty L.P. purchased the 50% joint venture equity interest in Arizona 23 (Arrowhead Commons) not already owned by the Ziegler Funds for approximately $850,000, resulting in 100% ownership of this property by the Operating Partnership. | |||||
On August 30, 2013, we completed the acquisition of a 40,000 square foot medical office building and a 77,000 square foot, 40-bed acute care surgical hospital located in El Paso, Texas for approximately $40 million. The Trust also purchased a right of first refusal to finance development on land adjacent to the hospital. The surgical hospital portion of the facility is 100% leased to one tenant until 2028, with annual rent escalations of 3%. The medical office building portion of the facility is 100% leased to one tenant until 2018, with annual rent escalations of 3%. The purchase price of this medical office building and hospital was allocated to the assets and liabilities acquired consisting of tangible property and identifiable intangible assets based on the respective fair values at acquisition, as determined by an independent appraisal. Intangible assets include the value of in-place lease at the time of the acquisition and will be amortized over the remaining lease term of approximately 12 years. The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 3,800 | |||
Building and improvements | 28,100 | ||||
Intangibles | 8,100 | ||||
Total | $ | 40,000 | |||
On September 18, 2013, the Trust completed the acquisition of a 66-bed post-acute care specialty hospital located in Plano, Texas for approximately $18.2 million. The hospital is 100% leased to a single tenant. The term of the lease expires December 31, 2027, and the tenant has one five year extension option. The tenant’s obligations under the lease are guaranteed by its parent, which operates 26 hospitals in nine states. The purchase price was allocated to the assets and liabilities acquired consisting of tangible property and identifiable intangible assets based on the respective fair values at acquisition, as determined by an independent appraisal. Intangible assets include the value of an in-place lease and an above-market lease at the time of the acquisition and will be amortized over the remaining lease term of approximately 9 years. The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 3,400 | |||
Building and improvements | 11,700 | ||||
In-place leases | 3,100 | ||||
Total | $ | 18,200 | |||
On September 30, 2013, we completed the acquisition of a hospital in the New Orleans, Louisiana metropolitan area for approximately $37.5 million. We funded the purchase price with borrowings under the senior secured revolving credit facility, proceeds of the IPO and the issuance of 954,877 OP Units to the seller valued at approximately $11.5 million on the date of issuance (based on the average three day closing price of our common shares prior to the close). The hospital is leased until 2028 with initial rent equal to $3.0 million per year, with annual rent escalations of 3%. The purchase price of this hospital was allocated to the assets and liabilities acquired consisting of tangible property and identifiable intangible assets based on the respective fair values at acquisition, as determined by an independent appraisal. Intangible assets include the value of in-place lease at the time of the acquisition and will be amortized over the remaining lease term of approximately 15 years. The initial acquisition accounting was as follows (in thousands): | |||||
Building and improvements | $ | 34,200 | |||
In-place leases | 3,300 | ||||
Total | $ | 37,500 | |||
On September 30, 2013, we completed the acquisition of an approximately 52,000 square foot outpatient care building located in Oklahoma City, Oklahoma for approximately $15.6 million. The property is leased until 2023 with annual rent escalations of 2%. The purchase price was allocated to the assets and liabilities acquired consisting of tangible property and identifiable intangible assets based on the respective fair values at acquisition, as determined by an independent appraisal. Intangible assets include the value of in-place lease at the time of the acquisition and will be amortized over the average remaining lease term of approximately 10 years. The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 1,300 | |||
Building and improvements | 12,700 | ||||
In-place leases | 1,600 | ||||
Total | $ | 15,600 | |||
On September 30, 2013, the Trust sold a 4,000 square foot medical office building condominium unit located in Florida for approximately $0.5 million. There is one remaining condominium unit or 2,000 square feet at this location. |
Intangibles
Intangibles | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Intangibles | ' | |||||||||||||||||||
Intangibles | ' | |||||||||||||||||||
Note 4—Intangibles | ||||||||||||||||||||
The following is a summary of the carrying amount of intangible assets as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
In-place leases | $ | 26,073 | $ | (7,525 | ) | $ | 18,548 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Above market leases | 2,180 | (12 | ) | 2,168 | — | — | — | |||||||||||||
Total | $ | 28,253 | $ | (7,537 | ) | $ | 20,716 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Amortization expense related to intangibles was $0.6 million for each of the nine month periods ended September 30, 2013 and 2012. Amortization expense related to intangibles was $0.2 million for each of the three months ended September, 30, 2013 and 2012. Future amortization of the intangible assets as of September 30, 2013, is as follows (in thousands): | ||||||||||||||||||||
Year Ending December 31: | ||||||||||||||||||||
2013 | $ | 567 | ||||||||||||||||||
2014 | 2,217 | |||||||||||||||||||
2015 | 2,185 | |||||||||||||||||||
2016 | 2,172 | |||||||||||||||||||
2017 | 1,996 | |||||||||||||||||||
Thereafter | 11,579 | |||||||||||||||||||
Total | $ | 20,716 |
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt | ' | |||||||
Debt | ' | |||||||
Note 5—Debt | ||||||||
The following is a summary of debt as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
$75 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | $ | 19,850 | $ | — | ||||
Mortgage notes, bearing fixed interest from 5.35% to 6.58% and due in 2017 with a balloon payment of $23,748, and 2018 with a balloon payment of $6,169 | 32,125 | 34,457 | ||||||
Mortgage notes, bearing variable interest from 2.44% to 2.94% and due in 2016 with a balloon payment of $7,683 and in 2017 with a balloon payment of $5,680. | 14,550 | 45,536 | ||||||
Mezzanine debt bearing interest at 12.0 % and due 2013 | — | 4,400 | ||||||
Line of credit bearing variable interest at 4.25% and due in 2012 | — | 96 | ||||||
Total debt | $ | 66,525 | $ | 84,489 | ||||
On August 29, 2013, the Trust and the Operating Partnership entered into a Credit Agreement with Regions Bank, as Administrative Agent, Regions Capital Markets, as Sole Lead Arranger and Sole Book Runner, and various other lenders in connection with a $75 million senior secured revolving credit facility (the “Credit Agreement”). Subject to satisfaction of certain conditions, including additional lender commitments, we have the option to increase the borrowing capacity under the revolving credit facility to up to $250 million. The amount available to us under the Credit Agreement is subject to certain limitations including, but not limited to, the appraised value of the pledged properties that comprise the borrowing base of the credit facility. | ||||||||
The Credit Agreement has a three-year term with an initial maturity date of August 29, 2016. Subject to the terms of the Credit Agreement, the Operating Partnership has the option to extend the term of the Credit Agreement to August 29, 2017. | ||||||||
The obligations of the Operating Partnership under the Credit Agreement are guaranteed by us and certain of our subsidiaries. In addition, the Credit Agreement provides for security in the form of, among other things, mortgage liens on certain properties owned by the Operating Partnership that comprise the borrowing base. As of September 30, 2013, seven properties were included in the borrowing base with a net book value of $69.4 million | ||||||||
The Credit Agreement provides for revolving credit loans to the Operating Partnership. Base Rate Loans, Adjusted LIBOR Rate Loans and Letters of Credit (each, as defined in the Credit Agreement) will be subject to interest rates, based upon the consolidated leverage ratio of the Trust, the Operating Partnership and its subsidiaries as follows: | ||||||||
Consolidated Leverage Ratio | Adjusted LIBOR Rate Loans and | Base Rate Loans | ||||||
Letter of Credit Fee | ||||||||
<35% | LIBOR + 2.65% | Base Rate + 1.65% | ||||||
>35% and <45% | LIBOR + 2.85% | Base Rate + 1.85% | ||||||
>45% and <50% | LIBOR + 2.95% | Base Rate + 1.95% | ||||||
>50% | LIBOR + 3.40% | Base Rate + 2.40% | ||||||
The Operating Partnership may, at any time, voluntarily prepay any loan under the Credit Agreement in whole or in part without premium or penalty. | ||||||||
The Credit Agreement contains financial covenants that, among other things, require compliance with loan-to-value, leverage and coverage ratios and maintenance of minimum tangible net worth, as well as covenants that may limit the Trust’s and the Operating Partnership’s ability to incur additional debt or make distributions. The Credit Agreement also contains customary events of default. Any event of default, if not cured or waived, could result in the acceleration of any outstanding indebtedness under the Credit Agreement. | ||||||||
Scheduled principal payments due on debt as of September 30, 2013, are as follows (in thousands): | ||||||||
Year Ending December 31: | ||||||||
2013 | $ | 249 | ||||||
2014 | 1,022 | |||||||
2015 | 1,063 | |||||||
2016 | 28,435 | |||||||
2017 | 29,586 | |||||||
Thereafter | 6,170 | |||||||
Total Payments | $ | 66,525 |
Stockbased_Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Stock-based Compensation | ' |
Stock-based Compensation | ' |
Note 6—Stock-based Compensation | |
We follow ASC 718 in accounting for our share-based payments. This guidance requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. This cost is recognized as compensation expense ratably over the employee’s requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred. | |
For all service awards, we record compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period. | |
In connection with the IPO, we adopted the 2013 Equity Incentive Plan which made available 600,000 restricted shares to be administered by the Compensation, Nomination and Governance Committee of the Board of Trustees. The committee will have broad discretion in administering the terms of the plan. Restricted shares are eligible for dividends as well as the right to vote. We granted 250,000 restricted common shares upon completion of the IPO under our 2013 Equity Incentive Plan at a value per share of $11.50 and total value of $2.9 million with a vesting period of three years. For the three and nine months ended September 30, 2013, we recognized non-cash share compensation of $0.2 million. Unrecognized compensation expense at September 30, 2013 was $2.7 million. Our compensation expense recorded in connection with grants of restricted stock reflects as initial estimated cumulative forfeiture rate 0% over the requisite service period of the awards. That estimate will be revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair value measurements | ' | ||||||||||||||||
Note 7—Fair Value Measurements | |||||||||||||||||
Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value. | |||||||||||||||||
In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Significant Level 2 inputs include interest rate swaps. | |||||||||||||||||
Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The \ assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. | |||||||||||||||||
We measure our interest rate swaps at fair value on a recurring basis. The fair value of ($0.4) million and $(0.6) million as of September 30, 2013 and December 31, 2012, respectively, is based on primarily level 2 inputs described above. | |||||||||||||||||
Our derivative instruments (Note 8) are not traded on an exchange. We obtained an estimate of fair value of the swaps from the counterparties. The trust then tested the fair value against a fair value determined by a methodology that included using the income approach to value the derivatives, using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted) assuming that participants are motivated, but not compelled to transact. Level 2 inputs for the swap valuations were limited to quoted prices for similar assets or liabilities in active markets (specifically future contracts) and inputs other than quoted prices that were observable for the asset or liability (specifically LIBOR cash and swap rates, implied volatility for options, caps and floors, basis swap adjustments and credit risk at commonly quoted intervals). Mid-market pricing was used as a practical expedient for fair value measurements. Key inputs, including the cash rates for very short-term, futures rates and swap rates beyond the derivative maturities were bootstrapped to provide spot rates at resets specified by the swaps (reset rates were then further adjusted by the basis swaps, if necessary). Inputs were collected from Bloomberg as the last price on the last market day of the period. The same rates used to bootstrap the yield curves were used to discount the future cash flows prior to the credit risk effect for both the Trust and the credit risk of its counterparty when determining the fair value of derivatives under generally accepted accounting principles. The fair values resulting from the separate calculations were not significantly different. | |||||||||||||||||
Both direct and indirect observable inputs may be used to determine the fair value of the positions classified as Level 2 assets and liabilities. As a result, the unrealized gains and losses for these asset and liabilities presented above may include changes in fair value that were attributable to both direct and indirect observable inputs. Changes in fair value of the interest rate swaps totaled $(0.02) million and $(0.2) million and $(0.2) million and $(0.1) million for the three and nine months ended September 30, 2013 and 2012, respectively, and are included in the condensed consolidated and combined statement of operations. | |||||||||||||||||
The Trust also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. This generally includes assets subject to impairment. There were no such assets measured at fair value as of September 30, 2013. | |||||||||||||||||
The following table sets forth by level within the fair value hierarchy of our assets and liabilities that were accounted for on a nonrecurring basis as of December 31, 2012 (in thousands). | |||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||
At Report Date using: | |||||||||||||||||
Fair Value | Quoted Prices | Significant | Significant | Total Gains | |||||||||||||
as of | in Active | Other | Unobservable | (Losses) for the | |||||||||||||
December 31, | Markets for | Observable | Inputs | Year Ended | |||||||||||||
2012 | Identical Assets | Inputs | (Level 3) | December 31, | |||||||||||||
(Level 1) | (Level 2) | 2012 | |||||||||||||||
Medical office buildings | $ | 3,589 | $ | — | $ | — | $ | 3,589 | $ | (615 | ) | ||||||
Land | 1,210 | — | — | 1,210 | (232 | ) | |||||||||||
Property under development | 675 | — | — | 675 | (90 | ) | |||||||||||
$ | 5,474 | $ | — | $ | — | $ | 5,474 | $ | (937 | ) | |||||||
The impairment of the medical office buildings referenced above primarily resulted from declines in current and projected operating results and cash flows of the properties. | |||||||||||||||||
The following table summarizes the quantitative inputs and assumptions used for items categorized in Level 3 for the fair value hierarchy as of December 31, 2012. There were no changes in the quantitative inputs and assumptions used for items categorized in Level 3 for the fair hierarchy as of September 30, 2013. The disclosure below excludes information on unobservable inputs that are non-quantitative such as unadjusted prices from recent transactions or third party valuations. | |||||||||||||||||
Asset Category | Fair value at | Valuation | Unobservable | Ranges | |||||||||||||
December 31, 2012 | Techniques | Inputs | |||||||||||||||
Investment in real estate properties | $ | 4,799 | Discounted cash flow | Discount rate | 10.7-13.5% | ||||||||||||
Capitalization rate | 7.7-10.5% | ||||||||||||||||
Vacancy rate | 9.41-17.8% | ||||||||||||||||
Property under development | $ | 675 | Market comparable/ Discounted cash flow | Capitalization rate | 9-10% | ||||||||||||
The carrying amounts of cash and cash equivalents, tenant receivables, payables, and accrued interest are reasonable estimates of fair value because of the short maturities of these instruments. Fair values for notes payable are estimates based on rates currently prevailing for similar instruments of similar maturities. | |||||||||||||||||
The following table presents the fair value of other financial instruments (in thousands). The swaps are measured at fair value on a recurring basis. | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(unaudited) | |||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Cash | $ | 4,233 | $ | 4,233 | $ | 2,614 | $ | 2,614 | |||||||||
Debt | $ | 46,675 | $ | 47,192 | $ | 84,489 | $ | 86,982 | |||||||||
Interest rate swaps—Liabilities | $ | 437 | $ | 437 | $ | 643 | $ | 643 |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments | ' |
Note 8—Derivative Financial Instruments | |
We are exposed to certain risks in the normal course of our business operations. One risk relating to the variability of interest on variable rate debt is managed through the use of derivatives. All derivative financial instruments are reported in the balance sheet at fair value. | |
Generally, we enter into swap relationships such that changes in the fair value or cash flows of items and transactions being hedged are expected to be offset by corresponding changes in the values of the derivatives. | |
The Trust and the Predecessor held swaps to pay fixed/receive variable interest rates swaps with a total notional amount of $8.0 million and $25.6 million as of September 30, 2013 and December 31, 2012, respectively. Gains recognized on the interest rate swaps of $0.02 million were included in change in fair value of derivatives, net in the condensed consolidated and combined statements of operations for the three month periods ended September 30, 2013, no gain was recognized for the three months ended September 30, 2012 and a gain of $0.2 million and $0.06 million were recognized for the nine month periods ended September 30, 2013 and 2012, respectively. |
Operating_Leases
Operating Leases | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Operating Leases | ' | ||||
Operating Leases | ' | ||||
Note 9—Operating Leases | |||||
The Trust is lessor of medical office buildings and other healthcare facilities. Leases have expirations from 2013 through 2028. As of September 30, 2013, the future minimum rental payments on noncancelable leases were as follows (in thousands): | |||||
Year Ending December 31: | |||||
2013 | $ | 4,864 | |||
2014 | 19,349 | ||||
2015 | 19,633 | ||||
2016 | 19,555 | ||||
2017 | 18,614 | ||||
Thereafter | 141,456 | ||||
Total Payments | $ | 223,471 |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share | ' | |||||||
Earnings Per Share | ' | |||||||
Note 10—Earnings Per Share | ||||||||
The following table shows the amounts used in computing our basic and diluted earnings per share. As the three and nine months ended September 30, 2013 resulted in a net loss, there is no dilution to earnings per share (in thousands, except share and per share data): | ||||||||
Three Months | Nine Months | |||||||
Ended | Ended | |||||||
September 30, | September 30, | |||||||
2013 | 2013 | |||||||
Numerator for earnings per share — basic and diluted: | ||||||||
Net loss | $ | (1,416 | ) | $ | (1,998 | ) | ||
Less: (Income)/loss allocable to noncontrolling interests - Predecessor | (6 | ) | 576 | |||||
Less: Loss allocable to noncontrolling interests | 262 | 262 | ||||||
Numerator for earnings per share — basic and diluted | $ | (1,160 | ) | $ | (1,160 | ) | ||
Denominator for earnings per share - basic and diluted shares: | 11,486,011 | 11,486,011 | ||||||
Basic and diluted earnings per share | $ | (0.10 | ) | $ | (0.10 | ) |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
Note 11 — Subsequent Events | |
On October 4, 2013, the Trust completed the acquisition of a 20,319 square foot medical office building and ambulatory surgery center located in Pensacola, Florida for approximately $6.9 million. The purchase price was funded with borrowings on our senior secured revolving credit facility. | |
On November 6, 2013, the Trust entered into an agreement to acquire a 40.42% joint venture equity interest in the Valley West medical office building not owned by the Trust for approximately $3.0 million, resulting in our 100.0% ownership of this property. | |
On November 6, 2013, the Trust entered into an agreement to acquire a 35% joint venture equity interest in the Remington Medical Commons property not owned by us for approximately $1.1 million, resulting in our 100.0% ownership of this property. | |
On November 7, 2013, the Trust entered into an agreement to acquire four medical office buildings located in Atlanta, GA, from an unrelated seller for approximately $20.8 million. | |
On November 8, 2013, the Trust and the lenders agreed to increase the maximum borrowing capacity under the senior secured revolving credit facility to $90 million from $75 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies | ' |
Classification of Assets and Liabilities | ' |
Classification of Assets and Liabilities | |
The financial affairs of the Trust generally do not involve a business cycle since the realization of assets and the liquidation of liabilities are usually dependent on the Trust’s circumstances. Accordingly, the classification of current assets and current liabilities is not considered appropriate and has been omitted from the condensed consolidated and combined statements of assets and liabilities. | |
Noncontrolling Interests | ' |
Noncontrolling Interests | |
In connection with the closing of the IPO, the Trust and the Operating Partnership completed related formation transactions pursuant to which the Operating Partnership acquired from the Ziegler Funds, the Ziegler Funds’ ownership interests in 19 medical office buildings located in ten states in exchange for an aggregate of 2,744,000 OP Units and the payment of approximately $36.9 million of debt related to such properties. | |
In connection with the acquisition of a surgical center hospital in the New Orleans, Louisiana metropolitan area for approximately $37.5 million, on September 30, 2013, the Trust partially funded the purchase price by issuing 954,877 OP Units valued at approximately $11.5 million on the date of issuance. | |
Noncontrolling interests in the Trust represent OP Units held by the Predecessor’s prior investors and other investors. As of September 30, 2013, the Trust held a 76.4% interest in the Operating Partnership. As the sole general partner and the majority interest holder, the Trust consolidates the financial position and results of operation of the Operating Partnership. | |
Holders of OP Units may not transfer their units without the Trust’s prior written consent, as general partner of the Operating Partnership. Beginning on the first anniversary of the issuance of OP Units, OP Unit holders may tender their units for redemption by the Operating Partnership in exchange for cash equal to the market price of the Trust’s common shares at the time of redemption or, for common shares on a one-for-one basis. Accordingly, the Trust presents the OP Units of the Operating Partnership held by the Predecessor’s prior investors and other investors as noncontrolling interests within equity in the consolidated balance sheet. | |
Dividends and Distributions | ' |
Dividends and Distributions | |
On September 30, 2013, the Trust’s Board of Trustees declared an initial, prorated cash dividend of $0.18 per share for the quarterly period from July 19, 2013 (the date of the IPO) through September 30, 2013, which is equivalent to a full quarterly dividend of $0.225 per share. The dividend was paid on November 1, 2013 to common shareholders and common OP unit holders of record on October 18, 2013. | |
Impairment of Intangible and Long-Lived Assets | ' |
Impairment of Intangible and Long-Lived Assets | |
The Trust evaluates the recoverability of the recorded amount of intangible and long-lived assets whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. Impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If we determine that an asset is impaired, the impairment to be recognized is measured as the amount by which the recorded amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the recorded amount or fair value less cost to sell. Fair value is determined using a discounted future cash flow analysis. | |
The Trust did not recognize any impairment for the three months ended September 30, 2013, nor did the Predecessor in the comparative period presented. | |
Rental Revenue | ' |
Rental Revenue | |
Rental revenue is recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue for amounts more or less than amounts currently due from tenants. Amounts recognized in excess of amounts currently due from tenants are included in other assets and were $1.4 million and $1.3 million as of September 30, 2013 and December 31, 2012, respectively. If the Trust determines that collectability of straight-line rents is not reasonably assured, the Trust limits future recognition to amounts contractually owed and, where appropriate, establishes an allowance for estimated losses. Rental revenue is reduced by amortization of lease inducements and above market rents on certain leases. Lease inducements and above market rents are amortized over the average remaining life of the lease. | |
Expense Recoveries | ' |
Expense Recoveries | |
Expense recoveries relate to tenant reimbursement of real estate taxes, insurance and other operating expenses that are recognized as expense recovery revenue in the period the applicable expenses are incurred. The reimbursements are recorded at gross, as the Trust is generally the primary obligor with respect to real estate taxes and purchasing goods and services from third-party suppliers and has discretion in selecting the supplier and bears the credit risk of tenant reimbursement. | |
The Trust has certain tenants with absolute net leases. Under these lease agreements, the tenant is the responsible for operating and building expenses. For absolute net leases, the Trust does not recognize expense recoveries | |
Earnings Per Share | ' |
Earnings Per Share | |
The Trust calculates earnings per share based upon the weighted average shares outstanding during the period beginning July 24, 2013. Diluted net income per share is calculated after giving effect to all potential diluted shares outstanding during the period. There were 3,698,877 potentially dilutive shares outstanding related to the issuance of OP Units held by noncontrolling interests during the three and nine month periods ended September 30, 2013. However, the shares were excluded from the computation of diluted shares as their impact would have been anti-dilutive. As a result, the number of diluted outstanding shares was treated equal to the number of outstanding shares. | |
Management Estimates | ' |
Management Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the combined financial statements and the amounts of revenue and expenses reported in the period. Significant estimates are made for the valuation of real estate and intangibles, valuation of financial instruments, impairment assessments and fair value assessments with respect to purchase price allocations. Actual results could differ from these estimates. | |
Reclassifications | ' |
Reclassifications | |
Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the consolidated financial position or results of operations. |
Organization_and_Business_Tabl
Organization and Business (Tables) (Predecessor) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Predecessor | ' | |||||||
Organization and Business | ' | |||||||
Statement of Operations | ' | |||||||
The following is a summary of the Predecessor Statement of Operations for the period from July 1, 2013 through July 23, 2013, and for the period from January1, 2013 through July 23, 2013 (in thousands). | ||||||||
July 1, 2013 through | January 1, 2013 | |||||||
July 23, 2013 | through July 23, 2013 | |||||||
Revenues: | ||||||||
Rental revenues | $ | 476 | $ | 5,508 | ||||
Expense recoveries | 168 | 1,769 | ||||||
Other revenues | 1 | 6 | ||||||
Total revenues | 645 | 7,283 | ||||||
Expenses: | ||||||||
Management fees | — | 475 | ||||||
General and administrative | 27 | 249 | ||||||
Operating expenses | 225 | 2,673 | ||||||
Depreciation and amortization | 196 | 2,173 | ||||||
Total expenses | 448 | 5,570 | ||||||
Operating income | 197 | 1,713 | ||||||
Interest expense | 191 | 2,479 | ||||||
Change in fair value of derivatives, net | — | (190 | ) | |||||
Net income/(loss) | $ | 6 | $ | (576 | ) |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
El Paso, Texas Acquisitions | ' | ||||
Acquisitions | ' | ||||
Schedule of initial acquisition accounting | ' | ||||
The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 3,800 | |||
Building and improvements | 28,100 | ||||
Intangibles | 8,100 | ||||
Total | $ | 40,000 | |||
Plano, Texas Acquisition | ' | ||||
Acquisitions | ' | ||||
Schedule of initial acquisition accounting | ' | ||||
The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 3,400 | |||
Building and improvements | 11,700 | ||||
In-place leases | 3,100 | ||||
Total | $ | 18,200 | |||
Surgical center in the New Orleans, Louisiana | ' | ||||
Acquisitions | ' | ||||
Schedule of initial acquisition accounting | ' | ||||
The initial acquisition accounting was as follows (in thousands): | |||||
Building and improvements | $ | 34,200 | |||
In-place leases | 3,300 | ||||
Total | $ | 37,500 | |||
Outpatient care building located in Oklahoma City | ' | ||||
Acquisitions | ' | ||||
Schedule of initial acquisition accounting | ' | ||||
The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 1,300 | |||
Building and improvements | 12,700 | ||||
In-place leases | 1,600 | ||||
Total | $ | 15,600 |
Intangibles_Tables
Intangibles (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Intangibles | ' | |||||||||||||||||||
Summary of the carrying amount of intangible assets | ' | |||||||||||||||||||
The following is a summary of the carrying amount of intangible assets as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
In-place leases | $ | 26,073 | $ | (7,525 | ) | $ | 18,548 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Above market leases | 2,180 | (12 | ) | 2,168 | — | — | — | |||||||||||||
Total | $ | 28,253 | $ | (7,537 | ) | $ | 20,716 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Schedule of future amortization of the intangible assets | ' | |||||||||||||||||||
Future amortization of the intangible assets as of September 30, 2013, is as follows (in thousands): | ||||||||||||||||||||
Year Ending December 31: | ||||||||||||||||||||
2013 | $ | 567 | ||||||||||||||||||
2014 | 2,217 | |||||||||||||||||||
2015 | 2,185 | |||||||||||||||||||
2016 | 2,172 | |||||||||||||||||||
2017 | 1,996 | |||||||||||||||||||
Thereafter | 11,579 | |||||||||||||||||||
Total | $ | 20,716 |
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt | ' | |||||||
Schedule of debt | ' | |||||||
The following is a summary of debt as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
$75 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | $ | 19,850 | $ | — | ||||
Mortgage notes, bearing fixed interest from 5.35% to 6.58% and due in 2017 with a balloon payment of $23,748, and 2018 with a balloon payment of $6,169 | 32,125 | 34,457 | ||||||
Mortgage notes, bearing variable interest from 2.44% to 2.94% and due in 2016 with a balloon payment of $7,683 and in 2017 with a balloon payment of $5,680. | 14,550 | 45,536 | ||||||
Mezzanine debt bearing interest at 12.0 % and due 2013 | — | 4,400 | ||||||
Line of credit bearing variable interest at 4.25% and due in 2012 | — | 96 | ||||||
Total debt | $ | 66,525 | $ | 84,489 | ||||
Schedule of Consolidated Leverage Ratios | ' | |||||||
Consolidated Leverage Ratio | Adjusted LIBOR Rate Loans and | Base Rate Loans | ||||||
Letter of Credit Fee | ||||||||
<35% | LIBOR + 2.65% | Base Rate + 1.65% | ||||||
>35% and <45% | LIBOR + 2.85% | Base Rate + 1.85% | ||||||
>45% and <50% | LIBOR + 2.95% | Base Rate + 1.95% | ||||||
>50% | LIBOR + 3.40% | Base Rate + 2.40% | ||||||
Schedule of principal payments due on debt | ' | |||||||
Scheduled principal payments due on debt as of September 30, 2013, are as follows (in thousands): | ||||||||
Year Ending December 31: | ||||||||
2013 | $ | 249 | ||||||
2014 | 1,022 | |||||||
2015 | 1,063 | |||||||
2016 | 28,435 | |||||||
2017 | 29,586 | |||||||
Thereafter | 6,170 | |||||||
Total Payments | $ | 66,525 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Schedule of assets and liabilities that were accounted for on a nonrecurring basis by level within the fair value hierarchy | ' | ||||||||||||||||
The following table sets forth by level within the fair value hierarchy of our assets and liabilities that were accounted for on a nonrecurring basis as of December 31, 2012 (in thousands). | |||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||
At Report Date using: | |||||||||||||||||
Fair Value | Quoted Prices | Significant | Significant | Total Gains | |||||||||||||
as of | in Active | Other | Unobservable | (Losses) for the | |||||||||||||
December 31, | Markets for | Observable | Inputs | Year Ended | |||||||||||||
2012 | Identical Assets | Inputs | (Level 3) | December 31, | |||||||||||||
(Level 1) | (Level 2) | 2012 | |||||||||||||||
Medical office buildings | $ | 3,589 | $ | — | $ | — | $ | 3,589 | $ | (615 | ) | ||||||
Land | 1,210 | — | — | 1,210 | (232 | ) | |||||||||||
Property under development | 675 | — | — | 675 | (90 | ) | |||||||||||
$ | 5,474 | $ | — | $ | — | $ | 5,474 | $ | (937 | ) | |||||||
Summary of quantitative inputs and assumptions used for items categorized in Level 3 for the fair value hierarchy | ' | ||||||||||||||||
Asset Category | Fair value at | Valuation | Unobservable | Ranges | |||||||||||||
December 31, 2012 | Techniques | Inputs | |||||||||||||||
Investment in real estate properties | $ | 4,799 | Discounted cash flow | Discount rate | 10.7-13.5% | ||||||||||||
Capitalization rate | 7.7-10.5% | ||||||||||||||||
Vacancy rate | 9.41-17.8% | ||||||||||||||||
Property under development | $ | 675 | Market comparable/ Discounted cash flow | Capitalization rate | 9-10% | ||||||||||||
Schedule of fair value of other financial instruments | ' | ||||||||||||||||
The following table presents the fair value of other financial instruments (in thousands). The swaps are measured at fair value on a recurring basis. | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(unaudited) | |||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Cash | $ | 4,233 | $ | 4,233 | $ | 2,614 | $ | 2,614 | |||||||||
Debt | $ | 46,675 | $ | 47,192 | $ | 84,489 | $ | 86,982 | |||||||||
Interest rate swaps—Liabilities | $ | 437 | $ | 437 | $ | 643 | $ | 643 |
Operating_Leases_Tables
Operating Leases (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Operating Leases | ' | ||||
Schedule of future minimum rental payments on noncancelable leases | ' | ||||
As of September 30, 2013, the future minimum rental payments on noncancelable leases were as follows (in thousands): | |||||
Year Ending December 31: | |||||
2013 | $ | 4,864 | |||
2014 | 19,349 | ||||
2015 | 19,633 | ||||
2016 | 19,555 | ||||
2017 | 18,614 | ||||
Thereafter | 141,456 | ||||
Total Payments | $ | 223,471 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share | ' | |||||||
Schedule of amounts used in computing our basic and diluted earnings per share | ' | |||||||
The following table shows the amounts used in computing our basic and diluted earnings per share. As the three and nine months ended September 30, 2013 resulted in a net loss, there is no dilution to earnings per share (in thousands, except share and per share data): | ||||||||
Three Months | Nine Months | |||||||
Ended | Ended | |||||||
September 30, | September 30, | |||||||
2013 | 2013 | |||||||
Numerator for earnings per share — basic and diluted: | ||||||||
Net loss | $ | (1,416 | ) | $ | (1,998 | ) | ||
Less: (Income)/loss allocable to noncontrolling interests - Predecessor | (6 | ) | 576 | |||||
Less: Loss allocable to noncontrolling interests | 262 | 262 | ||||||
Numerator for earnings per share — basic and diluted | $ | (1,160 | ) | $ | (1,160 | ) | ||
Denominator for earnings per share - basic and diluted shares: | 11,486,011 | 11,486,011 | ||||||
Basic and diluted earnings per share | $ | (0.10 | ) | $ | (0.10 | ) |
Organization_and_Business_Deta
Organization and Business (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jul. 23, 2013 | Sep. 30, 2013 | Jul. 23, 2013 | Jul. 24, 2013 | |
Predecessor | Physicians Realty, L.P. | Physicians Realty, L.P. | Units | Zeigler Funds Properties | Zeigler Funds Properties | ||
Arrowhead Commons | Physicians Realty, L.P. | Units | |||||
building | Physicians Realty, L.P. | ||||||
fund | |||||||
Organization and Nature of Business | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 500,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | ' | ' | ' | ' | ' | ' |
Organization and Business | ' | ' | ' | ' | ' | ' | ' |
Number of properties | ' | ' | ' | ' | ' | 19 | ' |
Number of healthcare real estate funds managed | ' | ' | ' | ' | ' | 4 | ' |
Number of partnership units issued | ' | ' | ' | ' | ' | ' | 2,744,000 |
Aggregate value from issuance of OP Units | $11,535,000 | ' | ' | ' | ' | $31,600,000 | ' |
Net proceeds from IPO, after deducting underwriting discounts and commissions and estimated expenses of the IPO | 123,800,000 | ' | ' | ' | ' | ' | ' |
Number of shares exchanged for contribution of net proceeds of the IPO | ' | ' | ' | ' | 11,753,597 | ' | ' |
Common units of partnership interest (as a percent) | ' | ' | 76.40% | ' | ' | ' | ' |
Repayment of outstanding indebtedness from the proceeds from IPO | 37,978,000 | 12,717,000 | ' | ' | ' | 36,900,000 | ' |
Additional ownership percentage of interest acquired | ' | ' | ' | 50.00% | ' | ' | ' |
Purchase price | ' | ' | ' | $850,000 | ' | ' | ' |
Percentage of ownership interest acquired | ' | ' | ' | 100.00% | ' | ' | ' |
Organization_and_Business_Deta1
Organization and Business (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 23, 2013 | Sep. 30, 2012 | Jul. 23, 2013 | Sep. 30, 2012 |
Predecessor | Predecessor | Predecessor | Predecessor | |||
Revenues: | ' | ' | ' | ' | ' | ' |
Rental revenues | $2,920 | $7,952 | $476 | $2,359 | $5,508 | $7,396 |
Expense recoveries | 798 | 2,399 | 168 | 750 | 1,769 | 2,151 |
Other revenues | -5 | ' | 1 | 2 | 6 | 7 |
Total revenues | 3,713 | 10,351 | 645 | 3,111 | 7,283 | 9,554 |
Expenses: | ' | ' | ' | ' | ' | ' |
Management fees | ' | 475 | ' | 238 | 475 | 713 |
General and administrative | 1,285 | 1,507 | 27 | 104 | 249 | 292 |
Operating expenses | 1,130 | 3,578 | 225 | 1,110 | 2,673 | 3,460 |
Depreciation and amortization | 1,146 | 3,123 | 196 | 973 | 2,173 | 2,901 |
Total expenses | 4,319 | 9,441 | 448 | 2,586 | 5,570 | 7,594 |
Operating income | -606 | 910 | 197 | 525 | 1,713 | 1,960 |
Interest expense | 826 | 3,114 | 191 | 1,203 | 2,479 | 3,667 |
Change in fair value of derivatives, net | -16 | -206 | ' | ' | -190 | -58 |
Net (loss)/income | ' | ' | $6 | $239 | ($576) | ($329) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 23, 2013 | Jul. 24, 2013 | Jul. 24, 2013 | |
Ziegler Funds | Ziegler Funds | Ziegler Funds | Operating Partnership | Operating Partnership | Operating Partnership | Zeigler Funds Properties | Zeigler Funds Properties | Zeigler Funds Properties | |||
New Orleans, LA acquisitions | New Orleans, LA acquisitions | Operating Partnership | Operating Partnership | Operating Partnership | |||||||
Units | building | state | Units | ||||||||
Noncontrolling Interests | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of medical office buildings | ' | ' | ' | ' | ' | ' | ' | ' | 19 | ' | ' |
Number of states | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' |
Number of partnership units issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,744,000 |
Repayment of outstanding indebtedness | ' | $37,978,000 | ' | $12,717,000 | ' | ' | ' | ' | $36,900,000 | ' | ' |
Purchase price | ' | ' | ' | ' | ' | ' | 37,500,000 | ' | ' | ' | ' |
Number of units issued for funding purchase price | ' | ' | ' | ' | ' | ' | ' | 954,877 | ' | ' | ' |
Value of units issued for funding purchase price | ' | ' | ' | ' | ' | ' | ' | 11,500,000 | ' | ' | ' |
Percentage of interest held | ' | ' | ' | ' | ' | 76.40% | ' | ' | ' | ' | ' |
Impairment of Intangible and Long-Lived Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of intangible and long-lived assets | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Rental Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rental revenue due in excess of amounts currently due from tenants | $1,400,000 | $1,400,000 | ' | ' | $1,300,000 | ' | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividend declared to common shareholders (in dollars per share) | $0.18 | $0.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividend declared to common shareholders, which is equivalent to a full quarterly dividend (in dollars per share) | $0.23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 2) (OP Units, Noncontrolling interests) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
OP Units | Noncontrolling interests | ' | ' |
Earnings per share | ' | ' |
Number of potentially dilutive shares | 3,698,877 | 3,698,877 |
Acquisitions_and_Dispositions_1
Acquisitions and Dispositions (Details) (Arizona 23, Physicians Realty, L.P., USD $) | 0 Months Ended |
Jul. 23, 2013 | |
Arizona 23 | Physicians Realty, L.P. | ' |
Acquisitions | ' |
Equity interest in acquiree (as a percent) | 50.00% |
Acquisition price | $850,000 |
Equity interest in acquiree after subsequent acquisition (as a percent) | 100.00% |
Acquisitions_and_Dispositions_2
Acquisitions and Dispositions (Details 2) (El Paso, Texas Acquisitions, USD $) | 0 Months Ended |
Aug. 30, 2013 | |
Acquisitions | ' |
Acquisition price | $40,000,000 |
Initial acquisition accounting | ' |
Land | 3,800,000 |
Building and improvements | 28,100,000 |
Intangible assets | 8,100,000 |
Total | $40,000,000 |
In-place leases | ' |
Acquisitions | ' |
Average remaining lease term | '12 years |
Medical office building | ' |
Acquisitions | ' |
Area of property (in square feet) | 40,000 |
Portion of facility leased (as a percent) | 100.00% |
Number of tenants | 1 |
Leased facility, annual rent escalations (as a percent) | 3.00% |
Post-acute care specialty hospital | ' |
Acquisitions | ' |
Area of property (in square feet) | 77,000 |
Number of beds | 40 |
Portion of facility leased (as a percent) | 100.00% |
Number of tenants | 1 |
Leased facility, annual rent escalations (as a percent) | 3.00% |
Acquisitions_and_Dispositions_3
Acquisitions and Dispositions (Details 3) (Plano, Texas Acquisition, USD $) | 0 Months Ended |
Sep. 18, 2013 | |
Acquisitions | ' |
Acquisition price | $18,200,000 |
Initial acquisition accounting | ' |
Land | 3,400,000 |
Building and improvements | 11,700,000 |
Total | 18,200,000 |
In-place leases | ' |
Acquisitions | ' |
Average remaining lease term | '9 years |
Initial acquisition accounting | ' |
Intangible assets | $3,100,000 |
Hospital | ' |
Acquisitions | ' |
Number of beds | 66 |
Portion of facility leased (as a percent) | 100.00% |
Number of lease term extension options | 1 |
Term of extension options | '5 years |
Number of hospitals operated by lessee's parent | 26 |
Number of states in which lessee's parent operate hospitals | 9 |
Acquisitions_and_Dispositions_4
Acquisitions and Dispositions (Details 4) (New Orleans, Louisiana Acquisition, USD $) | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
In-place leases | Hospital | Units | ||
Acquisitions | ' | ' | ' | ' |
Acquisition price | $37,500,000 | ' | ' | ' |
Number of partnership units issued | ' | ' | ' | 954,877 |
Value of units issued for funding purchase price | ' | ' | ' | 11,500,000 |
Number of trading days used to determine average closing price | ' | ' | ' | '3 days |
Initial lease rent per year | ' | ' | 3,000,000 | ' |
Leased facility, annual rent escalations (as a percent) | ' | ' | 3.00% | ' |
Average remaining lease term | ' | '15 years | ' | ' |
Initial acquisition accounting | ' | ' | ' | ' |
Building and improvements | 34,200,000 | ' | ' | ' |
Intangible assets | ' | 3,300,000 | ' | ' |
Total | $37,500,000 | ' | ' | ' |
Acquisitions_and_Dispositions_5
Acquisitions and Dispositions (Details 5) (Oklahoma City, Oklahoma Acquisition, USD $) | 0 Months Ended |
Sep. 30, 2013 | |
Acquisitions | ' |
Acquisition price | $15,600,000 |
Initial acquisition accounting | ' |
Land | 1,300,000 |
Building and improvements | 12,700,000 |
Total | 15,600,000 |
In-place leases | ' |
Acquisitions | ' |
Average remaining lease term | '10 years |
Initial acquisition accounting | ' |
Intangible assets | $1,600,000 |
Outpatient care building | ' |
Acquisitions | ' |
Area of property (in square feet) | 52,000 |
Leased facility, annual rent escalations (as a percent) | 2.00% |
Acquisitions_and_Dispositions_6
Acquisitions and Dispositions (Details 6) (Medical office building condominium unit, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
building | |
sqft | |
Dispositions | ' |
Area of property (in square feet) | 2,000 |
Condominium Units | 1 |
Florida Disposition | ' |
Dispositions | ' |
Area of property (in square feet) | 4,000 |
Value of property sold | 0.5 |
Intangibles_Details
Intangibles (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
In-place leases | Above market leases | Predecessor | Predecessor | Predecessor | Predecessor | |||
In-place leases | ||||||||
Intangibles | ' | ' | ' | ' | ' | ' | ' | ' |
Cost | $28,253,000 | $28,253,000 | $26,073,000 | $2,180,000 | ' | ' | $12,150,000 | $12,150,000 |
Accumulated Amortization | -7,537,000 | -7,537,000 | -7,525,000 | -12,000 | ' | ' | -6,907,000 | -6,907,000 |
Total | 20,716,000 | 20,716,000 | 18,548,000 | 2,168,000 | ' | ' | 5,243,000 | 5,243,000 |
Amortization expense | $200,000 | $600,000 | ' | ' | $200,000 | $600,000 | ' | ' |
Intangibles_Details_2
Intangibles (Details 2) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Future amortization of the intangible assets | ' |
2013 | $567 |
2014 | 2,217 |
2015 | 2,185 |
2016 | 2,172 |
2017 | 1,996 |
Thereafter | 11,579 |
Total | $20,716 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
Predecessor | $75 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing fixed interest from 5.35% to 6.58% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mortgage notes, bearing variable interest from 2.44% to 2.94% | Mezzanine debt bearing interest at 12.0% and due 2013 | Line of credit bearing variable interest at 4.25% and due in 2012 | ||
Minimum | Maximum | Due in 2017 | Due in 2018 | Predecessor | Predecessor | Predecessor | Minimum | Maximum | Due in 2016 | Due in 2017 | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | ||||||
Minimum | Maximum | Minimum | Maximum | ||||||||||||||||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt | $66,525,000 | $84,489,000 | $19,850,000 | $32,125,000 | ' | ' | ' | ' | $34,457,000 | ' | ' | $14,550,000 | ' | ' | ' | ' | $45,536,000 | ' | ' | $4,400,000 | $96,000 |
Maximum borrowing capacity | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate ( as a percent) | ' | ' | ' | ' | 5.35% | 6.58% | ' | ' | ' | 5.35% | 6.58% | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' |
Variable interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.44% | 2.94% | ' | ' | ' | 2.44% | 2.94% | ' | 4.25% |
Balloon payment | ' | ' | ' | ' | ' | ' | $23,748,000 | $6,169,000 | ' | ' | ' | ' | ' | ' | $7,683,000 | $5,680,000 | ' | ' | ' | ' | ' |
Debt_Details_2
Debt (Details 2) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 29, 2013 | Sep. 30, 2013 |
item | ||
LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, 35% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, maximum | 35.00% | ' |
Variable rate basis | 'LIBOR | ' |
Margin (as a percent) | 2.65% | ' |
LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, >35% and 45% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, minimum | 35.00% | ' |
Consolidated leverage ratio, maximum | 45.00% | ' |
Variable rate basis | 'LIBOR | ' |
Margin (as a percent) | 2.85% | ' |
LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, >45% and 50% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, minimum | 45.00% | ' |
Consolidated leverage ratio, maximum | 50.00% | ' |
Variable rate basis | 'LIBOR | ' |
Margin (as a percent) | 2.95% | ' |
LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, >50% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, minimum | 50.00% | ' |
Variable rate basis | 'LIBOR | ' |
Margin (as a percent) | 3.40% | ' |
Base Rate | Base Rate Loans | Consolidated Leverage Ratio, 35% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, maximum | 35.00% | ' |
Variable rate basis | 'Base Rate | ' |
Margin (as a percent) | 1.65% | ' |
Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >35% and 45% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, minimum | 35.00% | ' |
Consolidated leverage ratio, maximum | 45.00% | ' |
Variable rate basis | 'Base Rate | ' |
Margin (as a percent) | 1.85% | ' |
Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >45% and 50% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, minimum | 45.00% | ' |
Consolidated leverage ratio, maximum | 50.00% | ' |
Variable rate basis | 'Base Rate | ' |
Margin (as a percent) | 1.95% | ' |
Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >50% | ' | ' |
Debt | ' | ' |
Consolidated leverage ratio, minimum | 50.00% | ' |
Variable rate basis | 'Base Rate | ' |
Margin (as a percent) | 2.40% | ' |
$75 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | ' | ' |
Debt | ' | ' |
Maximum borrowing capacity | ' | $75 |
$75 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | Operating Partnership | ' | ' |
Debt | ' | ' |
Maximum borrowing capacity | 75 | ' |
Maximum borrowing capacity, option | 250 | ' |
Term of facility | '3 years | ' |
Number of properties included in borrowing base | ' | 7 |
Net book value of properties included in the borrowing base | ' | $69.40 |
Debt_Details_3
Debt (Details 3) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Scheduled principal payments | ' |
2013 | $249 |
2014 | 1,022 |
2015 | 1,063 |
2016 | 28,435 |
2017 | 29,586 |
Thereafter | 6,170 |
Total Payments | $66,525 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Stock-based compensation | ' | ' |
Non-cash share compensation | $200,000 | $191,000 |
Restricted common shares | ' | ' |
Stock-based compensation | ' | ' |
Maximum number of shares authorized | 600,000 | 600,000 |
Granted (in shares) | ' | 250,000 |
Grant date value (in dollars per share) | ' | $11.50 |
Grant date value (in dollars) | ' | 2,900,000 |
Vesting period | ' | '3 years |
Non-cash share compensation | 200,000 | 200,000 |
Unrecognized compensation expense | $2,700,000 | $2,700,000 |
Initial estimated cumulative forfeiture rate (as a percent) | ' | 0.00% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 7 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 23, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
Recurring basis | Recurring basis | Nonrecurring basis | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | |||
Significant Other Observable Inputs (Level 2) | Significant Other Observable Inputs (Level 2) | Recurring basis | Recurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | Nonrecurring basis | |||||||
Interest rates swaps | Interest rates swaps | Significant Other Observable Inputs (Level 2) | Significant Other Observable Inputs (Level 2) | Medical office buildings | Land | Property under development | Fair Value | Fair Value | Fair Value | Fair Value | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | Significant Unobservable Inputs (Level 3) | ||||||||
Interest rates swaps | Interest rates swaps | Medical office buildings | Land | Property under development | Medical office buildings | Land | Property under development | |||||||||||||||
Fair value measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of derivative | ($437) | ($437) | ' | ' | ' | ' | ' | ($643) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in fair value of the derivative | 16 | 206 | -200 | -200 | ' | 190 | 58 | ' | -200 | -100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,474 | 3,589 | 1,210 | 675 | 5,474 | 3,589 | 1,210 | 675 |
Assets subject to impairment | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Gains (Losses) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($937) | ($615) | ($232) | ($90) | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (Ziegler Healthcare Real Estate Funds, Nonrecurring basis, Level 3, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Quantitative inputs and assumptions used for items categorized in Level 3 for the fair value hierarchy | ' |
Fair value | 5,474 |
Discounted cash flow | Minimum | ' |
Unobservable Inputs | ' |
Discount rate (as a percent) | 10.70% |
Capitalization rate (as a percent) | 7.70% |
Vacancy rate (as a percent) | 9.41% |
Discounted cash flow | Maximum | ' |
Unobservable Inputs | ' |
Discount rate (as a percent) | 13.50% |
Capitalization rate (as a percent) | 10.50% |
Vacancy rate (as a percent) | 17.80% |
Market comparable/ Discounted cash flow | Minimum | ' |
Unobservable Inputs | ' |
Capitalization rate (as a percent) | 9.00% |
Market comparable/ Discounted cash flow | Maximum | ' |
Unobservable Inputs | ' |
Capitalization rate (as a percent) | 10.00% |
Investment in real estate properties | ' |
Quantitative inputs and assumptions used for items categorized in Level 3 for the fair value hierarchy | ' |
Fair value | 4,799 |
Property under development | ' |
Quantitative inputs and assumptions used for items categorized in Level 3 for the fair value hierarchy | ' |
Fair value | 675 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 3) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Carrying Amount | Fair Value | Recurring basis | Recurring basis | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | |
Carrying Amount | Fair Value | Carrying Amount | Fair Value | Recurring basis | Recurring basis | |||||
Interest rates swaps | Interest rates swaps | Carrying Amount | Fair Value | |||||||
Interest rates swaps | Interest rates swaps | |||||||||
Fair value of other financial instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | $4,233 | $4,233 | ' | ' | ' | $2,614 | $2,614 | ' | ' |
Debt | ' | 46,675 | 47,192 | ' | ' | ' | 84,489 | 86,982 | ' | ' |
Derivative liabilities | $437 | ' | ' | $437 | $437 | $643 | ' | ' | $643 | $643 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Details) (Interest rates swaps, Designated as hedge, Cash flow hedges, USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Dec. 31, 2012 |
Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | |||
Derivative financial instruments | ' | ' | ' | ' | ' |
Notional amount | $8 | $8 | ' | ' | $25.60 |
Gains recognized | $0.02 | $0.20 | $0 | $0.06 | ' |
Operating_Leases_Details
Operating Leases (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Future minimum rental payments on noncancelable leases | ' |
2013 | $4,864 |
2014 | 19,349 |
2015 | 19,633 |
2016 | 19,555 |
2017 | 18,614 |
Thereafter | 141,456 |
Total Payments | $223,471 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Numerator for earnings per share - basic and diluted: | ' | ' | ' |
Net loss | ($1,422) | ($1,416) | ($1,998) |
Less: (Income)/loss allocable to noncontrolling interests - Predecessor | ' | -6 | 576 |
Less: Loss allocable to noncontrolling interests | ' | 262 | 262 |
Net loss attributable to common shareholders | ' | ($1,160) | ($1,160) |
Denominator for earnings per share - basic and diluted shares: | ' | 11,486,011 | 11,486,011 |
Basic and diluted earnings per share (in dollar per share) | ' | ($0.10) | ($0.10) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Sep. 30, 2013 | Nov. 08, 2013 | Oct. 04, 2013 | Nov. 06, 2013 | Nov. 06, 2013 | Nov. 07, 2013 |
In Millions, unless otherwise specified | Senior secured revolving credit facility | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event |
Senior secured revolving credit facility | Pensacola, Florida Acquisitions | Valley West Joint Venture | Remington Joint Venture | Atlanta, GA Acquisition | ||
Medical office building and ambulatory surgical center | Medical office building | Medical Commons | Medical office building | |||
sqft | building | |||||
Subsequent events | ' | ' | ' | ' | ' | ' |
Area of medical office building and acute surgical center acquired (in square feet) | ' | ' | 20,319 | ' | ' | ' |
Amount paid for acquisition | ' | ' | $6.90 | $3 | $1.10 | $20.80 |
Remaining equity interest in the joint venture acquired (as a percent) | ' | ' | ' | 40.42% | 35.00% | ' |
Ownership interest after acquisition (as a percent) | ' | ' | ' | 100.00% | 100.00% | ' |
Number of medical office buildings | ' | ' | ' | ' | ' | 4 |
Maximum borrowing capacity | $75 | $90 | ' | ' | ' | ' |