Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 17, 2014 | Jun. 28, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Physicians Realty Trust | ' | ' |
Entity Central Index Key | '0001574540 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $0 |
Entity Common Stock, Shares Outstanding | ' | 21,632,863 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_and_Combined_Bala
Consolidated and Combined Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Predecessor | |
Investment properties | ' | ' |
Income producing real estate | $192,959 | $89,878 |
Tenant improvements | 5,458 | 5,132 |
Property under development | 225 | 675 |
Land | 26,088 | 15,464 |
Total Investment Properties, gross | 224,730 | 111,149 |
Accumulated depreciation | -20,299 | -16,495 |
Total investment properties, net | 204,431 | 94,654 |
Cash and cash equivalents | 56,478 | 2,614 |
Tenant receivables, net | 837 | 682 |
Deferred costs, net | 2,105 | 1,107 |
Lease intangibles, net | 23,108 | 5,243 |
Other assets | 5,901 | 3,292 |
Total Assets | 292,860 | 107,592 |
Liabilities | ' | ' |
Accounts payable to related parties | ' | 1,530 |
Accounts payable | 836 | 802 |
Dividends payable | 5,681 | ' |
Accrued expenses and other liabilities | 2,288 | 1,031 |
Derivative liabilities | 397 | 643 |
Debt | 42,821 | 84,489 |
Total Liabilities | 52,023 | 88,495 |
Equity: | ' | ' |
Common shares, $0.01 par value, 500,000,000 shares authorized, 21,548,597 shares issued and outstanding as of December 31, 2013 | 215 | ' |
Additional paid-in capital | 220,750 | ' |
Accumulated deficit | -8,670 | ' |
Predecessor equity | ' | 19,068 |
Total Shareholders' and Predecessor equity | 212,295 | 19,068 |
Noncontrolling interests | 28,542 | ' |
Noncontrolling interests | ' | 29 |
Total Equity | 240,837 | ' |
Total Equity | ' | 19,097 |
Total Liabilities and Equity | $292,860 | $107,592 |
Consolidated_and_Combined_Bala1
Consolidated and Combined Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 |
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 | 21,548,597 |
Common stock, shares outstanding | 21,548,597 |
Consolidated_and_Combined_Stat
Consolidated and Combined Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Predecessor | Predecessor | ||
Revenues | ' | ' | ' |
Rental revenues | $13,565 | $9,821 | $10,472 |
Expense recoveries | 3,234 | 3,111 | 3,314 |
Other revenues | ' | 15 | 61 |
Total Revenues | 16,799 | 12,947 | 13,847 |
Expenses | ' | ' | ' |
Management fees | 475 | 951 | 951 |
General and administrative | 3,214 | 362 | 301 |
Operating expenses | 4,650 | 4,758 | 4,953 |
Depreciation and amortization | 5,107 | 4,150 | 4,588 |
Loss on sale of property under development | 2 | 228 | ' |
Impairment | ' | 937 | 1,437 |
Acquisition expenses | 1,938 | ' | ' |
Total Expenses | 15,386 | 11,386 | 12,230 |
Operating income | 1,413 | 1,561 | 1,617 |
Other expense/(income) | ' | ' | ' |
Interest expense, net | 4,295 | 4,538 | 4,617 |
Change in fair value of derivatives, net | -246 | -122 | 325 |
Loss from continuing operations | -2,636 | -2,855 | -3,325 |
Discontinued Operations: | ' | ' | ' |
(Loss)/income from operations on discontinued investment properties | ' | -198 | 265 |
Gain on sale of discontinued investment properties | ' | 1,519 | ' |
Income from discontinued operations | ' | 1,321 | 265 |
Net loss | -2,636 | ' | ' |
Net loss | ' | -1,534 | -3,060 |
Less: Net loss attributable to Predecessor | 576 | ' | ' |
Less: Net loss attributable to noncontrolling interests | 399 | ' | ' |
Net loss attributable to common shareholders | ($1,661) | ' | ' |
Net loss per share: | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.13) | ' | ' |
Weighted average common shares: | ' | ' | ' |
Basic and diluted (in shares) | 12,883,917 | ' | ' |
Dividends/distributions declared per common share and unit (in dollars per share) | $0.23 | ' | ' |
Consolidated_and_Combined_Stat1
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, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in predecessor equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss)/income | ' | ' | ' | ' | ' | ' | ' | ($1,534) | ' | ' | ' |
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 Jul. 24, 2013 | 18,101 | ' | ' | ' | -80 | 18,181 | 18,181 | ' | ' | ' | ' |
Increase (Decrease) in stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from sale of common shares | 225,920 | 213 | 225,707 | ' | ' | ' | 225,920 | ' | ' | ' | ' |
Net proceeds from sale of common shares (in shares) | ' | 21,298,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Formation Transactions | -354 | ' | 35 | ' | 17,792 | -18,181 | -18,146 | ' | ' | ' | ' |
Restricted share award grants | 433 | 2 | 431 | ' | ' | ' | 433 | ' | ' | ' | ' |
Restricted share award grants (in shares) | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared | -8,335 | ' | ' | -7,009 | -1,326 | ' | -7,009 | ' | ' | ' | ' |
Contributions | 7,387 | ' | -5,423 | ' | 12,810 | ' | -5,423 | ' | ' | ' | ' |
Distributions | -255 | ' | ' | ' | -255 | ' | ' | ' | ' | ' | ' |
Net loss | -2,060 | ' | ' | -1,661 | -399 | ' | -1,661 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | $240,837 | $215 | $220,750 | ($8,670) | $28,542 | ' | $212,295 | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | 21,548,597 | 21,548,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_and_Combined_Stat2
Consolidated and Combined Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Predecessor | Predecessor | ||
Cash Flows from Operating Activities: | ' | ' | ' |
Net loss | ($2,636) | ' | ' |
Net loss | ' | -1,534 | -3,060 |
Adjustments to reconcile net loss to net cash provided by operating activities | ' | ' | ' |
Depreciation and amortization | 5,107 | 4,161 | 4,783 |
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 | 141 | 70 | 29 |
Change in fair value of derivatives, net | -246 | -122 | 325 |
Provision for bad debts | 30 | 320 | 523 |
Impairment losses | ' | 937 | 1,437 |
Non-cash compensation | 433 | ' | ' |
Amortization and write-off of deferred financing costs | 510 | 268 | 255 |
(Increase) decrease in | ' | ' | ' |
Tenant receivables | -184 | 33 | -312 |
Deferred costs | -163 | -153 | -194 |
Other assets | -1,749 | 268 | -590 |
Increase (decrease) in | ' | ' | ' |
Accounts payable to related parties | -1,530 | 255 | -124 |
Accounts payable | 34 | 204 | -594 |
Accrued expenses and other liabilities | 1,256 | -56 | 500 |
Total Adjustments | 3,641 | 4,894 | 6,038 |
Net cash provided by operating activities | 1,005 | 3,360 | 2,978 |
Cash Flows from Investing Activities: | ' | ' | ' |
Proceeds from sale of investment properties | 448 | 14,525 | ' |
Capital expenditures for acquisition of investment properties | -125,728 | -845 | -52 |
Lease inducement | -1,000 | ' | ' |
Net cash (used in)/provided by investing activities | -126,280 | 13,680 | -52 |
Cash Flows from Financing Activities: | ' | ' | ' |
Proceeds from sale of common shares | 244,934 | ' | ' |
Offering costs | -19,014 | ' | ' |
Formation transactions | -354 | ' | ' |
Proceeds from credit facility borrowings | 52,350 | ' | ' |
Payments on credit facility borrowings | -52,350 | ' | ' |
Proceeds from issuance of debt | 162 | 45 | 695 |
Debt issuance costs | -1,428 | -270 | -52 |
Payments on notes payable | -41,832 | -14,149 | -2,639 |
Dividends paid | -2,654 | ' | ' |
Distributions to members and partners | -211 | -1,671 | -1,525 |
Contributions to noncontrolling interest | ' | ' | 24 |
Distributions to noncontrolling interest | -464 | -313 | -261 |
Net cash provided by/(used in) financing activities | 179,139 | -16,358 | -3,758 |
Net increase (decrease) in cash and cash equivalents | 53,864 | 682 | -832 |
Cash and cash equivalents, beginning of year | 2,614 | 1,932 | 2,764 |
Cash and cash equivalents, end of period | 56,478 | 2,614 | 1,932 |
Supplemental disclosure of cash flow information interest paid during the year | 3,942 | 5,126 | 5,050 |
Supplemental disclosure of noncash activity -- accrued dividends payable | 5,681 | ' | ' |
Supplemental disclosure of noncash activity -- contributions to noncontrolling interest | $12,095 | ' | ' |
Organization_and_Business
Organization and Business | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Organization and Business | ' | ||||
Organization and Business | ' | ||||
Note 1—Organization and Business | |||||
Physicians Realty Trust (the “Trust”) was organized in the state of Maryland on April 9, 2013. As of December 31, 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. | |||||
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. | |||||
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 Ziegler Funds constitute our accounting predecessor (the “Predecessor”). The Predecessor, which is not a legal entity, is comprised of the four Ziegler 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. 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 on July 24, 2013, and upon closing of the IPO, the Trust owned a 76.4% interest in the Operating Partnership. The Operating Partnership used a portion of the IPO proceeds received from the Trust 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. | |||||
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 December 31, 2013 reflects the financial condition of the Trust. The results of operation for year ended December 31, 2013 reflect the results of operations of the Predecessor (through July 23, 2013) and of the Trust from July 24, 2013 through December 31, 2013. References in these notes to the 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 January 1, 2013 through July 23, 2013 (in thousands). These amounts are included in the consolidated and combined statement of operations herein for the year ended December 31, 2013. | |||||
January 1, 2013 through | |||||
July 23, 2013 | |||||
Revenues: | |||||
Rental revenues | $ | 5,508 | |||
Expense recoveries | 1,769 | ||||
Other revenues | 6 | ||||
Total revenues | 7,283 | ||||
Expenses: | |||||
Management fees | 475 | ||||
General and administrative | 249 | ||||
Operating expenses | 2,673 | ||||
Depreciation and amortization | 2,173 | ||||
Total expenses | 5,570 | ||||
Operating income | 1,713 | ||||
Interest expense | 2,479 | ||||
Change in fair value of derivatives, net | (190 | ) | |||
Net loss | $ | (576 | ) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
Note 2—Summary of Significant Accounting Policies | |
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 consolidated and combined statements of assets and liabilities. | |
Principles of Consolidation | |
Property holding entities and other subsidiaries of which the Trust owns 100% of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest are consolidated. All inter-company balances and transactions are eliminated. For entities in which we own less than 100% of the equity interest, we consolidate the property if we have the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, we record a non-controlling interest representing equity held by non-controlling interests. | |
The Trust continually evaluates all of our transactions and investments to determine if they represent variable interests in a variable interest entity (“VIE”). If we determines that we have a variable interest in a VIE, we then evaluate if we are the primary beneficiary of the VIE. The evaluation is a qualitative assessment as to whether we have the ability to direct the activities of a VIE that most significantly impact the entity’s economic performance. We consolidate each VIE in which we, by virtue of or transactions with our investments in the entity, are considered to be the primary beneficiary. | |
The Trust consolidates the following VIE’s for which it is the primary beneficiary: | |
In 2005, Ziegler Florida 4, LLC (Florida 4) entered into an agreement with CED SS II, LLC (CED) to form Ziegler CED Summerfield Square, LLC (Summerfield). Summerfield is in the business of property development. Florida 4 contributed $0.6 million of cash in exchange for a 40 percent interest in Summerfield. CED agreed to manage the development efforts of Summerfield and assume certain risks of project overruns in exchange for a 60 percent interest in Summerfield. Florida 4 is the primary beneficiary of Summerfield because Florida 4 has the power to direct activities of Summerfield that most significantly impact Summerfield’s economic performance. Those activities include management oversight and negotiation of unit sales related to the property. As of December 31, 2013 and 2012 property under development was approximately $0.2 million and $0.7 million, respectively. | |
On August 1, 2011, Arizona 23 issued a 50% equity interest in the entity to an unrelated third party and current lessee, in exchange for the lessee executing a new 10 year lease. The Ziegler Funds was the primary beneficiary of Arizona 23 because the Ziegler Funds had the power to direct activities of Arizona 23 that most significantly impact its economic performance. Those activities include serving as the managing member with oversight over the property including the ability to approve the sale of the property. 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 owned by the Ziegler Funds for $850,000, resulting in 100% ownership of this property by Physicians Realty L.P. | |
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 December 31, 2013, the Trust held a 85.3% 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 was 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, with the exception of the OP units issued in the acquisition of Crescent City Surgical Centre. | |
On December 30, 2013, the Trust’s Board of Trustees declared a cash dividend of $0.225 per share for the quarterly period from October 1, 2013 through December 31, 2013. The dividend was paid on February 7, 2014 to common shareholders and common OP unit holders of record on January 24, 2014. | |
Purchase of Investment Properties | |
Upon the acquisition of real estate properties, we estimate the fair value of acquired tangible assets (consisting of land, building, and improvements) and identified intangible assets and liabilities (consisting of above- and below-market leases, in place leases, and tenant relationships) based on the evaluation of information and estimates available at that date in accordance with the provisions of ASC 805, Business Combinations (“ASC 805”), and we allocate purchase price based on these assessments. We make estimates of the fair value of the tangible and intangible assets and acquired liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence, which generally represents Level 3 inputs, and includes the assistance of a third party appraiser using the income approach method valuation. The income approach methodology utilizes the remaining non-cancelable lease terms as defined in the lease agreements, market rental data, capitalization and discount rates. Based on these estimates, we recognize the acquired assets and liabilities at their estimated fair values. Initial valuations are subject to change until the information is finalized, no later than 12 months from the acquisition date. We expense transaction costs associated with ASC 805 in the period incurred. The fair value of tangible property assets acquired under ASC 805 considers the value of the property as if vacant determined by sales comparables and other relevant data. The fair value reflects the depreciated replacement cost of the permanent assets, with no trade fixtures included. The determination of fair value involves the use of significant judgment and estimation. | |
We determine the value of land either based on real estate tax assessed values in relation to the total value of the asset, internal analyses of recently acquired and existing comparable properties within our portfolio, or third party appraisals. | |
In recognizing identified intangible assets and liabilities of an acquired property, the value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market lease intangibles are amortized as a reduction or addition to rental income over the estimated remaining term of the respective leases. | |
In determining the value of in-place leases and tenant relationships, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute similar leases, including leasing commissions, tenant improvements, legal, and other related costs based on current market demand. The values assigned to in-place leases and tenant relationships are amortized over the estimated remaining term of the lease. If a lease terminates prior to its scheduled expiration, all unamortized costs related to that lease are written off. | |
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 impairments for year ended December 31, 2013. The Predecessor recognized impairments totaling $0.9 million on three properties and $1.4 million on one property in 2012 and 2011, respectively. | |
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 approximately $2.0 million, $1.3 million and $1.6 million as of December 31, 2013, 2012 and 2011, 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 | |
Deferred costs | |
Deferred costs consist primarily of fees to obtain financing and costs associated with the origination of long-term lease on investment properties. After the purchase of a property, sales commission incurred to extend in place leases or generate new lease are added to deferred costs. Deferred costs are amortized on a straight-line basis over the terms of their respective agreements. | |
Cash and cash equivalents | |
Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less. | |
The Trust is subject to concentrations of credit risk as a result of its temporary cash investments. The Trust places its temporary cash investments with high credit quality financial institutions in order to mitigate that risk. | |
Escrow reserves | |
The Trust is required to maintain various escrow reserves on certain notes payable to cover future property taxes and insurance and tenant improvements costs as defined in each loan agreement. The total reserves as of December 31, 2013 and 2012 are $1.6 million and $1.1 million, respectively, which are included in other assets in the consolidated and combined balance sheets. | |
Derivatives | |
Derivatives consist of interest rate swaps, are recognized as a liability on the consolidated and combined balance sheets and are measured at fair value. Any changes in the fair value are recognized immediately in earnings unless the derivative qualified as a hedge. No derivatives have been designated as hedges. | |
Tenant receivables, net | |
Tenant accounts receivable are stated at net revenue amounts. Rental payments under these contracts are primarily due monthly. An allowance for doubtful accounts is recorded when a tenant receivable is outstanding for longer than three months. | |
Income taxes | |
Prior to completion of the IPO, the Trust elected to be taxed as an S corporation for federal income tax purposes beginning with the first day of its existence with such election thereafter being revoked effective on the date of completion of the IPO. The Trust will file a Form 1120-REIT for its short taxable year beginning on the effective date of such revocation and ending on December 31, 2013, thereby effectuating its election to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes commencing with such short taxable year. 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). 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. | |
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 250,000 potentially dilutive shares outstanding related to the 2013 Equity Incentive Plan during the year ended December 31, 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 consolidated and combined 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 consolidated and 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 and combined financial position or results of operations. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 12 Months Ended | ||||
Dec. 31, 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 seller retained a 1% ownership interest in the entity that owns the two properties. 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 seller retained a 1% ownership interest in the entity that owns the property. 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. | |||||
On October 4, 2013, we completed the acquisition of a 20,319 square foot medical office building and ambulatory surgery center (the “Pensacola Property” or the “Pensacola Medical Office Building”) located in Pensacola, Florida for approximately $6.9 million. The facilities are leased to Pain Consultants of West Florida and its ambulatory surgery center operator, Cornerstone Surgicare, LLC, under a 15-year absolute net lease. The purchase price was paid from borrowings under our senior secured revolving credit facility. 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 15 years. The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 990 | |||
Building and improvements | 5,005 | ||||
In-place leases | 855 | ||||
Total | $ | 6,850 | |||
On November 22, 2013, we completed the acquisition of the 40% joint venture equity interest in the entity that owns the Valley West Hospital Medical Office Building in Chicago, Illinois, not owned by us, for approximately $3.0 million, resulting in our 100.0% ownership of this property. The Valley West Hospital Medical Office Building is a 37,672 square foot multi-tenant medical office building which was 98% leased as of December 31, 2013. The purchase price was paid from borrowings under our senior secured revolving credit facility. Simultaneously with the closing of the acquisition of the joint venture interest, we repaid approximately $1.8 million of mortgage debt on this property with borrowings under our senior secured revolving credit facility. We also refinanced the remaining mortgage debt on this property. | |||||
On November 22, 2013, we completed the acquisition of the 35% joint venture equity interest in the entity that owns the Remington Medical Commons property in Chicago, Illinois, not owned by us, for approximately $1.1 million, resulting in our 100.0% ownership of this property. The Remington Medical Commons is a 37,240 square foot multi-tenant medical office building, which was 78.1% leased as of December 31, 2013. The purchase price was paid from borrowings under our senior secured revolving credit facility. Simultaneously with the closing of the acquisition of the joint venture interest, we repaid approximately $1.9 million of mortgage debt on this property with borrowings under our senior secured revolving credit facility. | |||||
On November 27, 2013, we completed the acquisition of a medical office building in Columbus, Ohio for a purchase price of $10.2 million. The 38,891 square foot medical office building is 100% leased with a 15 year absolute, net master lease. The building includes an ambulatory surgery center operated by a national ambulatory surgery center operator based in Nashville, TN. The medical office building portion of the property, 28,539 square feet, is subject to annual rent escalations of 2% per year. 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 15 years. The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 981 | |||
Building and improvements | 7,620 | ||||
In-place leases | 1,556 | ||||
Total | $ | 10,157 | |||
On December 11, 2013, we completed the acquisition of an approximately 12,636 square foot ambulatory surgery center located in Great Falls, Montana for approximately $4.0 million. The property is leased until 2028 with annual rent escalations of 2.75%. 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 15 years. The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 203 | |||
Building and improvements | 3,224 | ||||
In-place leases | 573 | ||||
Total | $ | 4,000 |
Intangibles
Intangibles | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Intangibles | ' | |||||||||||||||||||
Intangibles | ' | |||||||||||||||||||
Note 4—Intangibles | ||||||||||||||||||||
The following is a summary of the carrying amount of intangible assets as of 2013 and 2012 (in thousands): | ||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
In-place leases | $ | 29,056 | $ | (8,080 | ) | $ | 20,976 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Above market leases | 2,180 | (48 | ) | 2,132 | — | — | — | |||||||||||||
Total | $ | 31,236 | $ | (8,128 | ) | $ | 23,108 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Amortization expense related to intangibles was approximately $1.3 million, $0.9 million and $1.3 million for the years 2013, 2012 and 2011, respectively. Future amortization of the intangible assets as of December 31, 2013, is as follows (in thousands): | ||||||||||||||||||||
Year Ending: | ||||||||||||||||||||
2014 | $ | 2,422 | ||||||||||||||||||
2015 | 2,388 | |||||||||||||||||||
2016 | 2,376 | |||||||||||||||||||
2017 | 2,199 | |||||||||||||||||||
2018 | 1,843 | |||||||||||||||||||
Thereafter | 11,880 | |||||||||||||||||||
Total | $ | 23,108 |
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt | ' | |||||||
Debt | ' | |||||||
Note 5—Debt | ||||||||
The following is a summary of debt as of December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
$90 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | $ | — | $ | — | ||||
Mortgage notes, bearing fixed interest from 4.82% to 6.58%, with a weighted average interest rate of 5.57%, and due in 2016, 2017 and 2018 with a balloon payment of $7,681, $23,752, and $4,526, respectively, collateralized by six properties with a net book value of $8,271 | 38,288 | 34,457 | ||||||
Mortgage note, bearing variable interest of 2.94% and due in 2017 with a balloon payment of $3,842 | 4,533 | 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 | $ | 42,821 | $ | 84,489 | ||||
Senior Secured Credit Facility: | ||||||||
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”). On November 8, 2013, we agreed with the lenders to increase the total amount available under the credit agreement from $75 million to $90 million. On February 21, 2014, we agreed with the lenders to increase the total amount available under our senior secured revolving credit facility from $90 million to $140 million. 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 December 31, 2013, ten properties were included in the borrowing base with a net book value of $109.0 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 | Adjusted LIBOR Rate Loans | Base Rate Loans | ||||||
Ratio | and 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. | ||||||||
As of December 31, 2013, there were no outstanding borrowings under our senior secured credit facility and $68.3 million is available to borrow without adding additional properties to the borrowing base securing the senior secured revolving credit facility. | ||||||||
Scheduled principal payments due on debt as of December 31, 2013, are as follows (in thousands): | ||||||||
Year Ending December 31: | ||||||||
2014 | $ | 993 | ||||||
2015 | 1,033 | |||||||
2016 | 8,551 | |||||||
2017 | 27,717 | |||||||
2018 | 4,527 | |||||||
Total Payments | $ | 42,821 |
Stockbased_Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2013, we recognized non-cash share compensation of $0.4 million. Unrecognized compensation expense at December 31, 2013 was $2.5 million. Our compensation expense recorded in connection with grants of restricted stock reflects an initial estimated cumulative forfeiture rate of 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 | 12 Months Ended | ||||||||||||||||
Dec. 31, 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. | |||||||||||||||||
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 December 31, 2013 and 2012, respectively, is based on primarily level 2 inputs described above. | |||||||||||||||||
The derivative instrument (Note 8) consists solely of an interest rate swap that is not traded on an exchange and is recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. 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 third party. 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 $(0.2) million, $(0.1) million and $0.3 million for 2013, 2012 and 2011, respectively, and are included in the 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 impairments. There were no such assets measured at fair value as of December 31, 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 December 31, 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. | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(unaudited) | |||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Cash | $ | 56,478 | $ | 56,478 | $ | 2,614 | $ | 2,614 | |||||||||
Debt | $ | 42,821 | $ | 44,130 | $ | 84,489 | $ | 86,982 | |||||||||
Interest rate swaps—Liabilities | $ | 397 | $ | 397 | $ | 643 | $ | 643 |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 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 $7.9 million and $25.6 million as of December 31, 2013 and 2012, respectively. Gains recognized on the interest rate swaps of $(0.2) million, $(0.1) million and $0.3 million for 2013, 2012 and 2011, respectively, and are included in the consolidated and combined statement of operations. |
Tenant_Operating_Leases
Tenant Operating Leases | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tenant Operating Leases | ' | ||||
Tenant Operating Leases | ' | ||||
Note 9—Tenant Operating Leases | |||||
The Trust is lessor of medical office buildings and other healthcare facilities. Leases have expirations from 2014 through 2028. As of December 31, 2013, the future minimum rental payments on non-cancelable leases were as follows (in thousands): | |||||
Year Ending December 31: | |||||
2014 | $ | 20,976 | |||
2015 | 21,296 | ||||
2016 | 21,303 | ||||
2017 | 21,033 | ||||
2018 | 19,747 | ||||
Thereafter | 155,359 | ||||
Total Payments | $ | 259,714 |
Rent_Expense
Rent Expense | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Rent Expense | ' | ||||
Rent Expense | ' | ||||
Note 10—Rent Expense | |||||
The Trust leases the land upon which three of its properties are located from third party land owners pursuant to separate ground leases. The ground leases require fixed annual rental payments and may also include escalation clauses and renewal options. These leases have terms up to 68 years remaining, excluding extension options. As of December 31, 2013, the future minimum lease obligations under non-cancelable ground leases were as follows (in thousands): | |||||
Year Ending December 31: | |||||
2014 | $ | 279 | |||
2015 | 287 | ||||
2016 | 295 | ||||
2017 | 304 | ||||
2018 | 313 | ||||
Thereafter | 26,091 | ||||
Total Payments | $ | 27,569 | |||
The Crescent City Surgical Centre ground lease is paid directly by the tenant per the terms of the lease. Therefore, the rent expense of $0.1 million, associated with this ground lease is excluded from the Consolidated and Combined Statement of Operations as of December 31, 2013. On February 21, 2014, the Trust completed the acquisition of a 40% ownership interest in the entity that owns the land at Crescent City Surgical Centre for $1.3 million. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Earnings Per Share | ' | ||||
Earnings Per Share | ' | ||||
Note 11—Earnings Per Share | |||||
The following table shows the amounts used in computing our basic and diluted earnings per share. As the year ended December 31, 2013 resulted in a net loss, there is no separate calculation of diluted earnings per share (in thousands, except share and per share data): | |||||
2013 | |||||
Numerator for earnings per share—basic and diluted: | |||||
Net loss | $ | (2,636 | ) | ||
Less: Loss attributable to Predecessor | 576 | ||||
Less: Loss attributable to noncontrolling interests | 399 | ||||
Numerator for earnings per share—basic and diluted | $ | (1,661 | ) | ||
Denominator for earnings per share—basic and diluted shares: | 12,883,917 | ||||
Basic and diluted earnings per share | $ | (0.13 | ) |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
Note 12—Related Party Transactions | |
The Trust has entered into a shared services agreement with Ziegler pursuant to which Ziegler provides office space, IT support, accounting support and other services to the Trust in exchange for an annual fee. The shared service fee amounted to $0.3 million in 2013 and is recorded in general and administrative expense in the statement of operations. | |
Ziegler charged our Predecessor an annual management fee equal to 2 percent of the total capital commitments. Total management fees charged to our Predecessor were $1.0 million for each of the years ended December 31, 2012 and 2011. Total other fees charged to our Predecessor were $0.03 million and $0.07 million for the year ended December 31, 2012 and 2011, respectively. The other fees include fees for accounting expenses and other expenses owed to Ziegler. As of December 31, 2012 management and other fees of $1.5 million were payable to Ziegler and are included in accounts payable to related parties on the consolidated and combined balance sheet. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
Note 13—Subsequent Events | |
On January 2, 2014, the Trust completed a $6.9 million mezzanine loan to affiliates controlled by MedProperties Holdings, LLC. The loan has a five year, interest only term and bears interest at a rate of 9.0% per annum. | |
On January 10, 2014, the Trust completed a $7.8 million mortgage financing on Foundation Surgical Affiliates Medical Care Building in Oklahoma City, Oklahoma, which property the Trust acquired in September 2013. The loan has a seven year term, monthly interest and principal payments of $0.05 million, and bears interest at a rate of 4.71% per annum. | |
On January 14, 2014, the Trust completed a $18.8 million mortgage financing on Crescent City Surgical Centre in New Orleans, Louisiana, which property the Trust acquired in September 2013. The loan has a five year term, interest only payments and bears interest at a rate of 5.0% per annum. Also, the Trust completed the acquisition of a 40% ownership interest in the entity that owes the land under Crescent City Surgical Centre for $1.3 million on February 21, 2014. Such land is leased to the Trust pursuant to a long-term ground lease. | |
On January 29, 2014, the Trust, through its operating partnership, entered into an agreement of sale and purchase with Octopods, LLC to purchase an approximately 45,200 square foot medical official building known as the South Bend Orthopaedics Medical Office Building, located in Mishawaka, Indiana for $14.9 million. The purchase price is payable in cash less approximately $8.5 million in assumed debt. | |
On February 19, 2014, the Trust, through its operating partnership, closed on the acquisition of the Eagles Landing Family Practice medical office buildings located in McDonough, Jackson and Conyers, Georgia. The four medical office buildings occupy approximately 68,711 square feet, are 100% occupied as of February 19, 2014 and were acquired for approximately $20.8 million in cash. | |
On February 19, 2014, the Trust, through its operating partnership, entered into and closed an Agreement of Sale and Purchase with Foundation Bariatric Real Estate of San Antonio, LLLP to purchase a surgical hospital located in San Antonio, Texas. The hospital occupies approximately 46,000 square feet, is 100% occupied as of February 19, 2014 and was acquired for approximately $18.9 million in cash minus an amount equal to the principal balance, accrued interest and fees related to certain indebtedness with respect the surgical hospital to be assumed by the Trust at the closing. As of February 19, 2014, the principal balance of such debt was approximately $10.8 million. The surgical hospital is leased to Foundation Bariatric Hospital of San Antonio, L.L.C. In addition, on February 28, 2014, the Trust’s operating partnership acquired a medical office building nearby the hospital in San Antonio Texas for $6.8 million in cash from an affiliate of the seller of the hospital. The building is 100% occupied as of February 28, 2014. | |
On February 21, 2014, through its operating partnership, as borrower, and the Trust and certain of its subsidiaries, as guarantors, entered into the Second Incremental Commitment Agreement and Third Amendment to the existing Credit Agreement dated August 29, 2013 with Regions Bank, as Administrative Agent, Regions Capital Markets, as Sole Lead Arranger and Sole Book Runner, and various other lenders (the “Credit Agreement”), pursuant to which the Trust agreed with the lenders to increase the borrowing capacity under the senior secured revolving credit facility from $90 million to $140 million. All other material terms of the Credit Agreement remain substantially unchanged. Subject to satisfaction of certain conditions, including additional lender commitments, the Trust has the option to increase the borrowing capacity under the senior secured revolving credit facility to up to $250 million. | |
On February 26, 2014, the Trust, through its operating partnership, closed on the acquisition of four medical office buildings located in Sarasota, Venice, Engelwood and Port Charlotte, Florida from entities primarily owned by Dr. Alan Porter. The buildings total approximately 44,295 square feet, are 100% occupied as of February 26, 2014 and were acquired for approximately $17.5 million in cash. The buildings are leased to 21st Century Oncology, the nation’s largest provider of Advanced Oncology Radiation Therapy and other integrated cancer care services. | |
On February 28, 2014, the Trust, through its operating partnership, entered into and closed an Agreement of Sale and Purchase with North American Property Corporation to acquire an approximately 131,000 square foot medical office building known as the Peachtree Dunwoody Medical Center, located in Atlanta, Georgia for approximately $36.6 million in cash and payment of approximately $3 million in prepayment penalties related to the prepayment of the seller’s indebtedness secured by the property. | |
See “Part I, Item 1. Business - Recent Developments” for a further discussion of these acquisitions. |
SCHEDULE_III_REAL_ESTATE_AND_A
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | ' | |||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | ' | |||||||||||||||||||||||||||||||||
SCHEDULE III — REAL ESTATE AND | ||||||||||||||||||||||||||||||||||
ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||
Initial Cost to Company | Gross Amount at Which Carried as of Close of Period | |||||||||||||||||||||||||||||||||
Description | Location | Encumbrances | Land | Buildings and | Cost | Land | Buildings and | Total | Accumulated | Date of | Date Acquired | Life on Which | ||||||||||||||||||||||
Improvements | Capitalized | Improvements | Depreciation | Construction | Building Depreciation | |||||||||||||||||||||||||||||
Subsequent | in Income Statement | |||||||||||||||||||||||||||||||||
to | is Computed | |||||||||||||||||||||||||||||||||
Acquisitions | ||||||||||||||||||||||||||||||||||
Arrowhead Commons | Phoenix, AZ | — | $ | 740 | $ | 2,551 | $ | 1 | $ | 740 | $ | 2,552 | $ | 3,292 | (310 | ) | 2004 | 5/31/08 | 46 | |||||||||||||||
Aurora Medical Office Building | Green Bay, WI | — | 500 | 1,566 | — | 500 | 1,566 | 2,066 | (117 | ) | 2010 | 4/15/10 | 50 | |||||||||||||||||||||
Austell Medical Office Building | Atlanta, GA | — | 289 | 1,992 | 264 | 289 | 2,256 | 2,545 | (312 | ) | 1971 | 6/30/08 | 36 | |||||||||||||||||||||
Canton Medical Office Building | Atlanta, GA | 6,308 | 710 | 7,225 | 97 | 710 | 7,322 | 8,032 | (1,608 | ) | 1984 | 5/25/07 | 30 | |||||||||||||||||||||
Decatur Medical Office Building | Atlanta, GA | — | 740 | 2,593 | 36 | 740 | 2,629 | 3,369 | (584 | ) | 1974 | 10/12/07 | 28 | |||||||||||||||||||||
El Paso Medical Office Building | El Paso, TX | — | 860 | 2,867 | 333 | 860 | 3,200 | 4,060 | (1,123 | ) | 1987 | 8/24/06 | 21 | |||||||||||||||||||||
Farmington Professional Pavillion | Detroit, MI | — | 580 | 1,714 | 54 | 580 | 1,768 | 2,348 | (960 | ) | 1972 | 1/5/06 | 15 | |||||||||||||||||||||
Firehouse Square | Milwaukee, WI | 2,828 | 1,121 | 2,769 | — | 1,121 | 2,769 | 3,890 | (592 | ) | 2002 | 8/15/07 | 30 | |||||||||||||||||||||
Hackley Medical Center | Grand Rapids, MI | 5,513 | 1,840 | 6,400 | 11 | 1,840 | 6,411 | 8,251 | (1,442 | ) | 1968 | 12/22/06 | 30 | |||||||||||||||||||||
Ingham Regional Medical Center | Lansing, MI | — | 676 | 2,893 | — | 676 | 2,893 | 3,569 | (693 | ) | 1994 | 7/26/06 | 39 | |||||||||||||||||||||
Meadow View Professional Center | Kingsport, TN | 10,584 | 2,270 | 11,344 | — | 2,270 | 11,344 | 13,614 | (2,542 | ) | 2005 | 5/10/07 | 30 | |||||||||||||||||||||
Mid Coast Hospital Office Building | Portland, ME | 8,072 | — | 11,247 | — | — | 11,247 | 11,247 | (2,102 | ) | 2008 | 5/1/08 | 30 | |||||||||||||||||||||
New Albany Professional Building | Columbus, OH | — | 237 | 2,764 | 20 | 237 | 2,784 | 3,021 | (402 | ) | 2000 | 1/4/08 | 42 | |||||||||||||||||||||
Northpark Trail | Atlanta, GA | — | 839 | 1,245 | 218 | 839 | 1,463 | 2,302 | (501 | ) | 2001 | 12/28/05 | 35 | |||||||||||||||||||||
Remington Medical Commons | Chicago, IL | 4,533 | 895 | 6,499 | 319 | 895 | 6,818 | 7,713 | (1,209 | ) | 2008 | 6/1/08 | 30 | |||||||||||||||||||||
Stonecreek Family Heatlh Center | Columbus, OH | — | 534 | 1,909 | 11 | 534 | 1,920 | 2,454 | (615 | ) | 1996 | 9/15/06 | 23 | |||||||||||||||||||||
Summerfield Square | Tampa, FL | — | — | 405 | (180 | ) | — | 225 | 225 | — | 2005 | 9/15/05 | Development | |||||||||||||||||||||
Summit Healthplex | Atlanta, GA | — | 2,633 | 15,576 | 4,416 | 2,633 | 19,992 | 22,625 | (3,160 | ) | 2002 | 7/3/08 | 44 | |||||||||||||||||||||
Valley West Hospital Medical Office Building | Chicago, IL | 4,983 | — | 6,274 | 611 | — | 6,885 | 6,885 | (1,331 | ) | 2007 | 11/1/07 | 30 | |||||||||||||||||||||
East El Paso MOB | El Paso, TX | — | 710 | 4,500 | — | 710 | 4,500 | 5,210 | (43 | ) | 2004 | 8/30/13 | 35 | |||||||||||||||||||||
East El Paso Surgery Center | El Paso, TX | — | 3,070 | 23,627 | — | 3,070 | 23,627 | 26,697 | (219 | ) | 2004 | 8/30/13 | 36 | |||||||||||||||||||||
LifeCare Plano LTACH | Plano, TX | — | 3,370 | 11,689 | — | 3,370 | 11,689 | 15,059 | (136 | ) | 1987 | 9/18/13 | 25 | |||||||||||||||||||||
Crescent City Surgical Centre | New Orleans, LA | — | 34,208 | — | — | 34,208 | 34,208 | (178 | ) | 2010 | 9/30/13 | 48 | ||||||||||||||||||||||
Foundation Surgical Affiliates MOB | Oklahoma City, OK | — | 1,300 | 12,724 | — | 1,300 | 12,724 | 14,024 | (74 | ) | 2004 | 9/30/13 | 43 | |||||||||||||||||||||
Pensacola Medical Office Building | Pensacola, FL | — | 990 | 5,005 | — | 990 | 5,005 | 5,995 | (26 | ) | 2012 | 10/4/13 | 49 | |||||||||||||||||||||
Central Ohio Neurosurgical Surgeons MOB (CONS) | Columbus, OH | — | 981 | 7,620 | — | 981 | 7,620 | 8,601 | (14 | ) | 2007 | 11/27/13 | 44 | |||||||||||||||||||||
Great Falls Ambulatory Surgery Center | Great Falls, MT | — | 203 | 3,225 | — | 203 | 3,225 | 3,428 | (6 | ) | 1999 | 12/11/13 | 33 | |||||||||||||||||||||
$ | 42,821 | $ | 26,088 | $ | 192,431 | $ | 6,211 | $ | 26,088 | $ | 198,642 | $ | 224,730 | $ | (20,299 | ) | ||||||||||||||||||
The cost capitalized subsequent to acquisitions is net of dispositions. | ||||||||||||||||||||||||||||||||||
The changes in total real estate for the years ended December 31, 2013, 2012 and 2011 are as follows (in thousands): | ||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Balance as of the beginning of the year | $ | 111,149 | $ | 124,333 | $ | 125,764 | ||||||||||||||||||||||||||||
Acquisitions | 113,225 | — | — | |||||||||||||||||||||||||||||||
Additions | 806 | 786 | 10 | |||||||||||||||||||||||||||||||
Dispositions | (450 | ) | (13,970 | ) | (1,441 | ) | ||||||||||||||||||||||||||||
Balance as of the end of the year | $ | 224,730 | $ | 111,149 | $ | 124,333 | ||||||||||||||||||||||||||||
The changes in accumulated depreciation for the years ended December 31, 2013, 2012 and 2011 are as follows (in thousands): | ||||||||||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||
Balance as of the beginning of the year | $ | 16,495 | $ | 14,484 | $ | 11,171 | ||||||||||||||||||||||||||||
Acquisitions | 694 | — | — | |||||||||||||||||||||||||||||||
Additions | 3,110 | 3,024 | 3,313 | |||||||||||||||||||||||||||||||
Dispositions | — | (1,013 | ) | — | ||||||||||||||||||||||||||||||
Balance as of the end of the year | $ | 20,299 | $ | 16,495 | $ | 14,484 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 consolidated and combined statements of assets and liabilities. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
Property holding entities and other subsidiaries of which the Trust owns 100% of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest are consolidated. All inter-company balances and transactions are eliminated. For entities in which we own less than 100% of the equity interest, we consolidate the property if we have the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, we record a non-controlling interest representing equity held by non-controlling interests. | |
The Trust continually evaluates all of our transactions and investments to determine if they represent variable interests in a variable interest entity (“VIE”). If we determines that we have a variable interest in a VIE, we then evaluate if we are the primary beneficiary of the VIE. The evaluation is a qualitative assessment as to whether we have the ability to direct the activities of a VIE that most significantly impact the entity’s economic performance. We consolidate each VIE in which we, by virtue of or transactions with our investments in the entity, are considered to be the primary beneficiary. | |
The Trust consolidates the following VIE’s for which it is the primary beneficiary: | |
In 2005, Ziegler Florida 4, LLC (Florida 4) entered into an agreement with CED SS II, LLC (CED) to form Ziegler CED Summerfield Square, LLC (Summerfield). Summerfield is in the business of property development. Florida 4 contributed $0.6 million of cash in exchange for a 40 percent interest in Summerfield. CED agreed to manage the development efforts of Summerfield and assume certain risks of project overruns in exchange for a 60 percent interest in Summerfield. Florida 4 is the primary beneficiary of Summerfield because Florida 4 has the power to direct activities of Summerfield that most significantly impact Summerfield’s economic performance. Those activities include management oversight and negotiation of unit sales related to the property. As of December 31, 2013 and 2012 property under development was approximately $0.2 million and $0.7 million, respectively. | |
On August 1, 2011, Arizona 23 issued a 50% equity interest in the entity to an unrelated third party and current lessee, in exchange for the lessee executing a new 10 year lease. The Ziegler Funds was the primary beneficiary of Arizona 23 because the Ziegler Funds had the power to direct activities of Arizona 23 that most significantly impact its economic performance. Those activities include serving as the managing member with oversight over the property including the ability to approve the sale of the property. 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 owned by the Ziegler Funds for $850,000, resulting in 100% ownership of this property by Physicians Realty L.P. | |
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 December 31, 2013, the Trust held a 85.3% 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 was 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, with the exception of the OP units issued in the acquisition of Crescent City Surgical Centre. | |
On December 30, 2013, the Trust’s Board of Trustees declared a cash dividend of $0.225 per share for the quarterly period from October 1, 2013 through December 31, 2013. The dividend was paid on February 7, 2014 to common shareholders and common OP unit holders of record on January 24, 2014. | |
Purchase of Investment Properties | ' |
Purchase of Investment Properties | |
Upon the acquisition of real estate properties, we estimate the fair value of acquired tangible assets (consisting of land, building, and improvements) and identified intangible assets and liabilities (consisting of above- and below-market leases, in place leases, and tenant relationships) based on the evaluation of information and estimates available at that date in accordance with the provisions of ASC 805, Business Combinations (“ASC 805”), and we allocate purchase price based on these assessments. We make estimates of the fair value of the tangible and intangible assets and acquired liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence, which generally represents Level 3 inputs, and includes the assistance of a third party appraiser using the income approach method valuation. The income approach methodology utilizes the remaining non-cancelable lease terms as defined in the lease agreements, market rental data, capitalization and discount rates. Based on these estimates, we recognize the acquired assets and liabilities at their estimated fair values. Initial valuations are subject to change until the information is finalized, no later than 12 months from the acquisition date. We expense transaction costs associated with ASC 805 in the period incurred. The fair value of tangible property assets acquired under ASC 805 considers the value of the property as if vacant determined by sales comparables and other relevant data. The fair value reflects the depreciated replacement cost of the permanent assets, with no trade fixtures included. The determination of fair value involves the use of significant judgment and estimation. | |
We determine the value of land either based on real estate tax assessed values in relation to the total value of the asset, internal analyses of recently acquired and existing comparable properties within our portfolio, or third party appraisals. | |
In recognizing identified intangible assets and liabilities of an acquired property, the value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market lease intangibles are amortized as a reduction or addition to rental income over the estimated remaining term of the respective leases. | |
In determining the value of in-place leases and tenant relationships, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute similar leases, including leasing commissions, tenant improvements, legal, and other related costs based on current market demand. The values assigned to in-place leases and tenant relationships are amortized over the estimated remaining term of the lease. If a lease terminates prior to its scheduled expiration, all unamortized costs related to that lease are written off. | |
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 impairments for year ended December 31, 2013. The Predecessor recognized impairments totaling $0.9 million on three properties and $1.4 million on one property in 2012 and 2011, respectively. | |
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 approximately $2.0 million, $1.3 million and $1.6 million as of December 31, 2013, 2012 and 2011, 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 | |
Deferred costs | ' |
Deferred costs | |
Deferred costs consist primarily of fees to obtain financing and costs associated with the origination of long-term lease on investment properties. After the purchase of a property, sales commission incurred to extend in place leases or generate new lease are added to deferred costs. Deferred costs are amortized on a straight-line basis over the terms of their respective agreements. | |
Cash and cash equivalents | ' |
Cash and cash equivalents | |
Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less. | |
The Trust is subject to concentrations of credit risk as a result of its temporary cash investments. The Trust places its temporary cash investments with high credit quality financial institutions in order to mitigate that risk. | |
Escrow reserves | ' |
Escrow reserves | |
The Trust is required to maintain various escrow reserves on certain notes payable to cover future property taxes and insurance and tenant improvements costs as defined in each loan agreement. The total reserves as of December 31, 2013 and 2012 are $1.6 million and $1.1 million, respectively, which are included in other assets in the consolidated and combined balance sheets. | |
Derivatives | ' |
Derivatives | |
Derivatives consist of interest rate swaps, are recognized as a liability on the consolidated and combined balance sheets and are measured at fair value. Any changes in the fair value are recognized immediately in earnings unless the derivative qualified as a hedge. No derivatives have been designated as hedges. | |
Tenant receivables, net | ' |
Tenant receivables, net | |
Tenant accounts receivable are stated at net revenue amounts. Rental payments under these contracts are primarily due monthly. An allowance for doubtful accounts is recorded when a tenant receivable is outstanding for longer than three months. | |
Income Taxes | ' |
Income taxes | |
Prior to completion of the IPO, the Trust elected to be taxed as an S corporation for federal income tax purposes beginning with the first day of its existence with such election thereafter being revoked effective on the date of completion of the IPO. The Trust will file a Form 1120-REIT for its short taxable year beginning on the effective date of such revocation and ending on December 31, 2013, thereby effectuating its election to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes commencing with such short taxable year. 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). 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. | |
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 250,000 potentially dilutive shares outstanding related to the 2013 Equity Incentive Plan during the year ended December 31, 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 consolidated and combined 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 consolidated and 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 and combined financial position or results of operations. |
Organization_and_Business_Tabl
Organization and Business (Tables) (Predecessor) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Predecessor | ' | ||||
Organization and Business | ' | ||||
Statement of Operations | ' | ||||
January 1, 2013 through | |||||
July 23, 2013 | |||||
Revenues: | |||||
Rental revenues | $ | 5,508 | |||
Expense recoveries | 1,769 | ||||
Other revenues | 6 | ||||
Total revenues | 7,283 | ||||
Expenses: | |||||
Management fees | 475 | ||||
General and administrative | 249 | ||||
Operating expenses | 2,673 | ||||
Depreciation and amortization | 2,173 | ||||
Total expenses | 5,570 | ||||
Operating income | 1,713 | ||||
Interest expense | 2,479 | ||||
Change in fair value of derivatives, net | (190 | ) | |||
Net loss | $ | (576 | ) |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions (Tables) | 12 Months Ended | ||||
Dec. 31, 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 | |||
Pensacola, Florida Acquisitions | ' | ||||
Acquisitions | ' | ||||
Schedule of initial acquisition accounting | ' | ||||
The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 990 | |||
Building and improvements | 5,005 | ||||
In-place leases | 855 | ||||
Total | $ | 6,850 | |||
Columbus, Ohio Acquisition | ' | ||||
Acquisitions | ' | ||||
Schedule of initial acquisition accounting | ' | ||||
The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 981 | |||
Building and improvements | 7,620 | ||||
In-place leases | 1,556 | ||||
Total | $ | 10,157 | |||
Great Falls, Montana | ' | ||||
Acquisitions | ' | ||||
Schedule of initial acquisition accounting | ' | ||||
The initial acquisition accounting was as follows (in thousands): | |||||
Land | $ | 203 | |||
Building and improvements | 3,224 | ||||
In-place leases | 573 | ||||
Total | $ | 4,000 |
Intangibles_Tables
Intangibles (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Intangibles | ' | |||||||||||||||||||
Summary of the carrying amount of intangible assets | ' | |||||||||||||||||||
The following is a summary of the carrying amount of intangible assets as of 2013 and 2012 (in thousands): | ||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
In-place leases | $ | 29,056 | $ | (8,080 | ) | $ | 20,976 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Above market leases | 2,180 | (48 | ) | 2,132 | — | — | — | |||||||||||||
Total | $ | 31,236 | $ | (8,128 | ) | $ | 23,108 | $ | 12,150 | $ | (6,907 | ) | $ | 5,243 | ||||||
Schedule of future amortization of the intangible assets | ' | |||||||||||||||||||
Future amortization of the intangible assets as of December 31, 2013, is as follows (in thousands): | ||||||||||||||||||||
Year Ending: | ||||||||||||||||||||
2014 | $ | 2,422 | ||||||||||||||||||
2015 | 2,388 | |||||||||||||||||||
2016 | 2,376 | |||||||||||||||||||
2017 | 2,199 | |||||||||||||||||||
2018 | 1,843 | |||||||||||||||||||
Thereafter | 11,880 | |||||||||||||||||||
Total | $ | 23,108 |
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt | ' | |||||||
Schedule of debt | ' | |||||||
The following is a summary of debt as of December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
$90 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | $ | — | $ | — | ||||
Mortgage notes, bearing fixed interest from 4.82% to 6.58%, with a weighted average interest rate of 5.57%, and due in 2016, 2017 and 2018 with a balloon payment of $7,681, $23,752, and $4,526, respectively, collateralized by six properties with a net book value of $8,271 | 38,288 | 34,457 | ||||||
Mortgage note, bearing variable interest of 2.94% and due in 2017 with a balloon payment of $3,842 | 4,533 | 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 | $ | 42,821 | $ | 84,489 | ||||
Schedule of consolidated leverage ratios | ' | |||||||
Consolidated Leverage | Adjusted LIBOR Rate Loans | Base Rate Loans | ||||||
Ratio | and 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 December 31, 2013, are as follows (in thousands): | ||||||||
Year Ending December 31: | ||||||||
2014 | $ | 993 | ||||||
2015 | 1,033 | |||||||
2016 | 8,551 | |||||||
2017 | 27,717 | |||||||
2018 | 4,527 | |||||||
Total Payments | $ | 42,821 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 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. | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
(unaudited) | |||||||||||||||||
Carrying | Fair | Carrying | Fair | ||||||||||||||
Amount | Value | Amount | Value | ||||||||||||||
Cash | $ | 56,478 | $ | 56,478 | $ | 2,614 | $ | 2,614 | |||||||||
Debt | $ | 42,821 | $ | 44,130 | $ | 84,489 | $ | 86,982 | |||||||||
Interest rate swaps—Liabilities | $ | 397 | $ | 397 | $ | 643 | $ | 643 |
Tenant_Operating_Leases_Tables
Tenant Operating Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tenant Operating Leases | ' | ||||
Schedule of future minimum rental payments on non-cancelable leases | ' | ||||
As of December 31, 2013, the future minimum rental payments on non-cancelable leases were as follows (in thousands): | |||||
Year Ending December 31: | |||||
2014 | $ | 20,976 | |||
2015 | 21,296 | ||||
2016 | 21,303 | ||||
2017 | 21,033 | ||||
2018 | 19,747 | ||||
Thereafter | 155,359 | ||||
Total Payments | $ | 259,714 |
Rent_Expense_Tables
Rent Expense (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Rent Expense | ' | ||||
Schedule of future minimum lease obligations under non-cancelable ground leases | ' | ||||
As of December 31, 2013, the future minimum lease obligations under non-cancelable ground leases were as follows (in thousands): | |||||
Year Ending December 31: | |||||
2014 | $ | 279 | |||
2015 | 287 | ||||
2016 | 295 | ||||
2017 | 304 | ||||
2018 | 313 | ||||
Thereafter | 26,091 | ||||
Total Payments | $ | 27,569 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Earnings Per Share | ' | ||||
Schedule of amounts used in computing basic and diluted earnings per share | ' | ||||
As the year ended December 31, 2013 resulted in a net loss, there is no separate calculation of diluted earnings per share (in thousands, except share and per share data): | |||||
2013 | |||||
Numerator for earnings per share—basic and diluted: | |||||
Net loss | $ | (2,636 | ) | ||
Less: Loss attributable to Predecessor | 576 | ||||
Less: Loss attributable to noncontrolling interests | 399 | ||||
Numerator for earnings per share—basic and diluted | $ | (1,661 | ) | ||
Denominator for earnings per share—basic and diluted shares: | 12,883,917 | ||||
Basic and diluted earnings per share | $ | (0.13 | ) |
Organization_and_Business_Deta
Organization and Business (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Jul. 24, 2013 | Dec. 31, 2013 | |
Organization and Business | ' | ' |
Common stock, shares authorized | ' | 500,000,000 |
Common stock, par value (in dollars per share) | ' | 0.01 |
Organization and Business | ' | ' |
Aggregate value from issuance of OP Units | ' | 12,095,000 |
Net proceeds from IPO, after deducting underwriting discounts and commissions and estimated expenses of the IPO | ' | 123,800,000 |
Physicians Realty, L.P. | ' | ' |
Organization and Business | ' | ' |
Common units of partnership interest (as a percent) | 76.40% | 85.30% |
Physicians Realty, L.P. | Arrowhead Commons | ' | ' |
Organization and Business | ' | ' |
Additional ownership percentage of interest acquired | 50.00% | ' |
Purchase price | 850,000 | ' |
Percentage of ownership interest acquired | 100.00% | ' |
Units | ' | ' |
Organization and Business | ' | ' |
Number of shares exchanged for contribution of net proceeds of the IPO | 11,753,597 | ' |
Ziegler Funds Properties | Physicians Realty, L.P. | ' | ' |
Organization and Business | ' | ' |
Number of properties | 19 | ' |
Number of healthcare real estate funds managed | 4 | ' |
Aggregate value from issuance of OP Units | 31,600,000 | ' |
Ziegler Funds Properties | Units | Physicians Realty, L.P. | ' | ' |
Organization and Business | ' | ' |
Number of partnership units issued | 2,744,000 | ' |
Organization_and_Business_Deta1
Organization and Business (Details 2) (USD $) | 12 Months Ended | 7 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Jul. 23, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Predecessor | Predecessor | Predecessor | ||
Revenues: | ' | ' | ' | ' |
Rental revenues | $13,565 | $5,508 | $9,821 | $10,472 |
Expense recoveries | 3,234 | 1,769 | 3,111 | 3,314 |
Other revenues | ' | 6 | 15 | 61 |
Total Revenues | 16,799 | 7,283 | 12,947 | 13,847 |
Expenses: | ' | ' | ' | ' |
Management fees | 475 | 475 | 951 | 951 |
General and administrative | 3,214 | 249 | 362 | 301 |
Operating expenses | 4,650 | 2,673 | 4,758 | 4,953 |
Depreciation and amortization | 5,107 | 2,173 | 4,150 | 4,588 |
Total Expenses | 15,386 | 5,570 | 11,386 | 12,230 |
Operating income | 1,413 | 1,713 | 1,561 | 1,617 |
Interest expense | 4,295 | 2,479 | 4,538 | 4,617 |
Change in fair value of derivatives, net | -246 | -190 | -122 | 325 |
Net loss | ' | ($576) | ($1,534) | ($3,060) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 01, 2011 | Dec. 31, 2005 | Dec. 31, 2005 | |
Ziegler Funds | Ziegler CED Summerfield Square, LLC (Summerfield) | Ziegler CED Summerfield Square, LLC (Summerfield) | Arizona 23 | Ziegler Florida 4, LLC (Florida 4) | CED SS II, LLC (CED) | ||
Ziegler Funds | Ziegler CED Summerfield Square, LLC (Summerfield) | Ziegler CED Summerfield Square, LLC (Summerfield) | |||||
Principles of Consolidation | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in consolidated subsidiaries (as a percent) | 100.00% | ' | ' | ' | ' | ' | ' |
Capital contributed | ' | ' | ' | ' | ' | $600,000 | ' |
Ownership interest (as a percent) | ' | ' | ' | ' | ' | 40.00% | 60.00% |
Property under development | $225,000 | $675,000 | $200,000 | $700,000 | ' | ' | ' |
Equity interest transferred (as a percent) | ' | ' | ' | ' | 50.00% | ' | ' |
Lease term | ' | ' | ' | ' | '10 years | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 2) (Physicians Realty, L.P., Arizona 23, USD $) | 0 Months Ended |
Jul. 24, 2013 | |
Physicians Realty, L.P. | Arizona 23 | ' |
Summary of Significant Accounting Policies | ' |
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% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 24, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 24, 2013 | Jul. 24, 2013 | |
Ziegler Funds | Ziegler Funds | Operating Partnership | Operating Partnership | Operating Partnership | Operating Partnership | Ziegler Funds Properties | Ziegler Funds Properties | ||
New Orleans, LA acquisitions | New Orleans, LA acquisitions | Operating Partnership | Operating Partnership | ||||||
Units | properties | Units | |||||||
state | |||||||||
Noncontrolling Interests | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of medical office buildings | ' | ' | ' | ' | ' | ' | ' | 19 | ' |
Number of states | ' | ' | ' | ' | ' | ' | ' | 10 | ' |
Number of partnership units issued | ' | ' | ' | ' | ' | ' | ' | ' | 2,744,000 |
Repayment of outstanding indebtedness | $41,832,000 | $14,149,000 | $2,639,000 | ' | ' | ' | ' | $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% | 85.30% | ' | ' | ' | ' |
Operating partnership units redemption ratio | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
item | item | Predecessor | Predecessor | ||
item | item | ||||
Dividends and Distributions | ' | ' | ' | ' | ' |
Cash dividend declared to common shareholders (in dollars per share) | $0.23 | $0.18 | $0.23 | ' | ' |
Cash dividend declared to common shareholders, which is equivalent to a full quarterly dividend (in dollars per share) | ' | $0.23 | ' | ' | ' |
Impairment of Intangible and Long-Lived Assets | ' | ' | ' | ' | ' |
Impairment of intangible and long-lived assets | ' | ' | ' | $0.90 | $1.40 |
Number of properties impaired | ' | ' | ' | 3 | 1 |
Rental Revenue | ' | ' | ' | ' | ' |
Rental revenue due in excess of amounts currently due from tenants | 2 | ' | 2 | 1.3 | 1.6 |
Escrow Reserves | ' | ' | ' | ' | ' |
Escrow reserves | $1.60 | ' | $1.60 | $1.10 | ' |
Derivatives | ' | ' | ' | ' | ' |
Number of derivatives been designated as hedges | 0 | ' | 0 | ' | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 5) | 12 Months Ended |
Dec. 31, 2013 | |
Earnings per share | ' |
Number of potentially dilutive shares | 250,000 |
Acquisitions_and_Dispositions_1
Acquisitions and Dispositions (Details) (Arizona 23, Physicians Realty, L.P., USD $) | 0 Months Ended |
Jul. 24, 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 | |
item | |
Acquisitions | ' |
Acquisition price | $40,000,000 |
Ownership interest held by acquiree (as a percent) | 1.00% |
Number of properties held by acquiree | 2 |
Initial acquisition accounting | ' |
Land | 3,800,000 |
Building and improvements | 28,100,000 |
In-place leases | 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 | |
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 | ' |
In-place leases | 3,100,000 |
Post-acute care specialty hospital | ' |
Acquisitions | ' |
Number of beds | 66 |
Acquisition price | $18,200,000 |
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 $) | 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 | ' | ' | ' |
In-place leases | ' | 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 | ' |
Ownership interest held by acquiree (as a percent) | 1.00% |
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 | ' |
In-place leases | 1,600,000 |
Outpatient care building | ' |
Acquisitions | ' |
Area of property (in square feet) | 52,000 |
Acquisition price | $15,600,000 |
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 |
Acquisitions_and_Dispositions_7
Acquisitions and Dispositions (Details 7) (Pensacola, Florida Acquisitions, USD $) | 0 Months Ended |
Oct. 04, 2013 | |
Initial acquisition accounting | ' |
Land | $990,000 |
Building and improvements | 5,005,000 |
Total | 6,850,000 |
In-place leases | ' |
Acquisitions | ' |
Average remaining lease term | '15 years |
Initial acquisition accounting | ' |
In-place leases | 855,000 |
Medical office building and ambulatory surgical center | ' |
Acquisitions | ' |
Area of medical office building and acute surgical center acquired (in square feet) | 20,319 |
Amount paid for acquisition | $6,900,000 |
Absolute net lease term | '15 years |
Acquisitions_and_Dispositions_8
Acquisitions and Dispositions (Details 8) (Valley West Joint Venture, Medical office building, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Nov. 22, 2013 |
sqft | |
Valley West Joint Venture | Medical office building | ' |
Acquisitions | ' |
Remaining equity interest in the joint venture acquired (as a percent) | 40.00% |
Amount paid for acquisition | $3 |
Ownership interest after acquisition (as a percent) | 100.00% |
Area of property (in square feet) | 37,672 |
Portion of facility leased (as a percent) | 98.00% |
Amount of mortgage debt repaid with borrowings under senior secured revolving credit facility | $1.80 |
Acquisitions_and_Dispositions_9
Acquisitions and Dispositions (Details 9) (Remington Joint Venture, Medical Commons, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Nov. 22, 2013 | Dec. 31, 2013 |
sqft | ||
Remington Joint Venture | Medical Commons | ' | ' |
Acquisitions | ' | ' |
Remaining equity interest in the joint venture acquired (as a percent) | 35.00% | ' |
Amount paid for acquisition | $1.10 | ' |
Ownership interest after acquisition (as a percent) | 100.00% | ' |
Area of property (in square feet) | 37,240 | ' |
Portion of facility leased (as a percent) | ' | 78.10% |
Amount of mortgage debt repaid with borrowings under senior secured revolving credit facility | $1.90 | ' |
Recovered_Sheet1
Acquisitions and Dispositions (Details 10) (Columbus, Ohio Acquisition, USD $) | 0 Months Ended |
Nov. 27, 2013 | |
Initial acquisition accounting | ' |
Land | $981,000 |
Building and improvements | 7,620,000 |
Total | 10,157,000 |
In-place leases | ' |
Acquisitions | ' |
Average remaining lease term | '15 years |
Initial acquisition accounting | ' |
In-place leases | 1,556,000 |
Medical office building | ' |
Acquisitions | ' |
Acquisition price | $10,200,000 |
Area of property (in square feet) | 38,891 |
Portion of facility leased (as a percent) | 100.00% |
Absolute net lease term | '15 years |
Area of property leased which is subject to annual rent escalations (in square feet) | 28,539 |
Leased facility, annual rent escalations (as a percent) | 2.00% |
Recovered_Sheet2
Acquisitions and Dispositions (Details 11) (Great Falls, Montana, USD $) | 0 Months Ended |
Dec. 11, 2013 | |
Initial acquisition accounting | ' |
Land | $203,000 |
Building and improvements | 3,224,000 |
Total | 4,000,000 |
In-place leases | ' |
Acquisitions | ' |
Average remaining lease term | '15 years |
Initial acquisition accounting | ' |
Intangible assets | 573,000 |
Ambulatory Surgery center | ' |
Acquisitions | ' |
Area of property (in square feet) | 12,636 |
Acquisition price | $4,000,000 |
Leased facility, annual rent escalations (as a percent) | 2.75% |
Intangibles_Details
Intangibles (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
In-place leases | Above market leases | Predecessor | Predecessor | Predecessor | ||
In-place leases | ||||||
Intangibles | ' | ' | ' | ' | ' | ' |
Cost | $31,236,000 | $29,056,000 | $2,180,000 | $12,150,000 | ' | $12,150,000 |
Accumulated Amortization | -8,128,000 | -8,080,000 | -48,000 | -6,907,000 | ' | -6,907,000 |
Total | 23,108,000 | 20,976,000 | 2,132,000 | 5,243,000 | ' | 5,243,000 |
Amortization expense | $1,300,000 | ' | ' | $900,000 | $1,300,000 | ' |
Intangibles_Details_2
Intangibles (Details 2) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Future amortization of the intangible assets | ' |
2014 | $2,422 |
2015 | 2,388 |
2016 | 2,376 |
2017 | 2,199 |
2018 | 1,843 |
Thereafter | 11,880 |
Total | $23,108 |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Predecessor | $90 million senior secured revolving credit facility bearing interest at floating rates, due August 2016 | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage notes, bearing fixed interest from 4.82% to 6.58% | Mortgage note, bearing variable interest of 2.94% | Mortgage note, bearing variable interest of 2.94% | Mortgage note, bearing variable interest of 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 | |
item | Minimum | Maximum | Due in 2016 | Due in 2017 | Due in 2018 | Predecessor | Predecessor | Predecessor | Due in 2017 | Predecessor | Predecessor | Predecessor | |||||
Minimum | Maximum | ||||||||||||||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt | $42,821 | $84,489 | $90,000 | $38,288 | ' | ' | ' | ' | ' | $34,457 | ' | ' | $4,533 | ' | $45,536 | $4,400 | $96 |
Interest rate ( as a percent) | ' | ' | ' | ' | 4.82% | 6.58% | ' | ' | ' | ' | 4.82% | 6.58% | ' | ' | ' | 12.00% | 4.25% |
Weighted average interest rate (as a percent) | ' | ' | ' | 5.57% | ' | ' | ' | ' | ' | 5.57% | ' | ' | ' | ' | ' | ' | ' |
Number of properties included in collateralized | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net book value of properties included in the collateralized | ' | ' | ' | 8,271 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.94% | ' | 2.94% | ' | ' |
Balloon payment | ' | ' | ' | ' | ' | ' | $7,681 | $23,752 | $4,526 | ' | ' | ' | ' | $3,842 | ' | ' | ' |
Debt_Details_2
Debt (Details 2) (Operating Partnership, USD $) | 0 Months Ended | |||
Aug. 29, 2013 | Feb. 21, 2014 | Dec. 31, 2013 | Nov. 08, 2013 | |
item | ||||
LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, 35% | ' | ' | ' | ' |
Debt | ' | ' | ' | ' |
Consolidated leverage ratio, maximum (as a percent) | 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 (as a percent) | 35.00% | ' | ' | ' |
Consolidated leverage ratio, maximum (as a percent) | 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 (as a percent) | 45.00% | ' | ' | ' |
Consolidated leverage ratio, maximum (as a percent) | 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 (as a percent) | 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 (as a percent) | 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 (as a percent) | 35.00% | ' | ' | ' |
Consolidated leverage ratio, maximum (as a percent) | 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 (as a percent) | 45.00% | ' | ' | ' |
Consolidated leverage ratio, maximum (as a percent) | 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 (as a percent) | 50.00% | ' | ' | ' |
Variable rate basis | 'Base Rate | ' | ' | ' |
Margin (as a percent) | 2.40% | ' | ' | ' |
Senior secured revolving credit facility | ' | ' | ' | ' |
Debt | ' | ' | ' | ' |
Maximum borrowing capacity | $75,000,000 | $140,000,000 | $90,000,000 | $90,000,000 |
Maximum borrowing capacity, option | 250,000,000 | ' | ' | ' |
Term of facility | '3 years | ' | ' | ' |
Number of properties included in borrowing base | ' | ' | 10 | ' |
Net book value of properties included in the borrowing base | ' | ' | 109,000,000 | ' |
Amount outstanding | ' | ' | 0 | ' |
Current borrowing capacity | ' | ' | $68,300,000 | ' |
Debt_Details_3
Debt (Details 3) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Scheduled principal payments | ' |
2014 | $993 |
2015 | 1,033 |
2016 | 8,551 |
2017 | 27,717 |
2018 | 4,527 |
Total Payments | $42,821 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock-based compensation | ' |
Non-cash share compensation | $433,000 |
Restricted common shares | ' |
Stock-based compensation | ' |
Maximum number of shares authorized | 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 | 400,000 |
Unrecognized compensation expense | $2,500,000 |
Initial estimated cumulative forfeiture rate (as a percent) | 0.00% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 23, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | 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 | 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) | 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 | 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 | ($397) | ($400) | ' | ' | ($643) | ' | ($600) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in fair value of the derivative | -246 | -200 | ' | -190 | -122 | 325 | -100 | 300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 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 | ' | $56,478 | $56,478 | ' | ' | ' | $2,614 | $2,614 | ' | ' |
Debt | ' | 42,821 | 44,130 | ' | ' | ' | 84,489 | 86,982 | ' | ' |
Derivative liabilities | $397 | ' | ' | $397 | $397 | $643 | ' | ' | $643 | $643 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Details) (Interest rates swaps, Designated as hedge, Cash flow hedges, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Ziegler Healthcare Real Estate Funds | Ziegler Healthcare Real Estate Funds | ||
Derivative financial instruments | ' | ' | ' |
Notional amount | $7.90 | $25.60 | ' |
Gains recognized | ($0.20) | ($0.10) | $0.30 |
Tenant_Operating_Leases_Detail
Tenant Operating Leases (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Future minimum rental payments on noncancelable leases | ' |
2014 | $20,976 |
2015 | 21,296 |
2016 | 21,303 |
2017 | 21,033 |
2018 | 19,747 |
Thereafter | 155,359 |
Total Payments | $259,714 |
Rent_Expense_Details
Rent Expense (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
item | |
Rent Expense | ' |
Number of leases properties | 3 |
Maximum leases terms | '68 years |
Future minimum lease obligations under non-cancelable ground leases | ' |
2014 | $279 |
2015 | 287 |
2016 | 295 |
2017 | 304 |
2018 | 313 |
Thereafter | 26,091 |
Total Payments | $27,569 |
Rent_Expense_Details_2
Rent Expense (Details 2) (Crescent City Surgical Centre, USD $) | 12 Months Ended | 0 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 | Feb. 21, 2014 |
Subsequent event | ||
Rent expense | ' | ' |
Rent expense | $0.10 | ' |
Ownership interest acquired (as a percent) | ' | 40.00% |
Acquisition price | ' | $1.30 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 5 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 |
Numerator for earnings per share - basic and diluted: | ' | ' |
Net loss | ($2,060) | ($2,636) |
Less: Loss attributable to Predecessor | ' | 576 |
Less: Loss attributable to noncontrolling interests | ' | 399 |
Net loss attributable to common shareholders | ' | ($1,661) |
Denominator for earnings per share - basic and diluted shares: | ' | 12,883,917 |
Basic and diluted earnings per share (in dollar per share) | ' | ($0.13) |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 7 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 23, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | |
Ziegler | 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 | |
Shared service fee | Ziegler | Ziegler | Ziegler | Ziegler | Ziegler | Ziegler | ||
Management fees | Management fees | Other fees | Other fees | |||||
Related Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' |
Fees charged | $300,000 | ' | ' | ' | $1,000,000 | $1,000,000 | $30,000 | $70,000 |
Annual management fee as a percentage of total capital commitments | ' | ' | 2.00% | ' | ' | ' | ' | ' |
Management and other fees payable | ' | $1,530,000 | ' | $1,500,000 | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 0 Months Ended | |||||||||||||
Aug. 29, 2013 | Feb. 21, 2014 | Dec. 31, 2013 | Nov. 08, 2013 | Feb. 21, 2014 | Jan. 29, 2014 | Feb. 28, 2014 | Feb. 26, 2014 | Feb. 19, 2014 | Feb. 19, 2014 | Feb. 28, 2014 | Jan. 10, 2014 | Jan. 14, 2014 | Feb. 21, 2014 | Jan. 02, 2014 | |
Senior secured revolving credit facility | Senior secured revolving credit facility | Senior secured revolving credit facility | Senior secured revolving credit facility | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | |
Operating Partnership | Operating Partnership | Operating Partnership | Operating Partnership | Crescent City Surgical Centre | Medical office building | Medical office building | Medical office building | Eagles Landing Family Practice medical office buildings | Surgical hospital | North American Property Corporation | Mortgage financing | Mortgage financing | Senior secured revolving credit facility | Mezzanine loan | |
Operating Partnership | Operating Partnership | Operating Partnership | Operating Partnership | Operating Partnership | Operating Partnership | Foundation Surgical Affiliates Medical Care Building | Crescent City Surgical Centre | Operating Partnership | |||||||
Mishawaka, Indiana Acquisition | San Antonio, Texas Acquisitions | Sarasota, Venice, Engelwood and Port Charlotte, Florida Acquisitions | McDonough, Jackson and Conyers, Georgia Acquisitions | San Antonio, Texas Acquisitions | Atlanta, Georgia Acquisitions | ||||||||||
sqft | building | building | sqft | sqft | |||||||||||
sqft | sqft | ||||||||||||||
Subsequent events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan to affiliates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,900,000 |
Term of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years |
Interest rate on loan (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% |
Face amount of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,800,000 | 18,800,000 | ' | ' |
Term of loan | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '5 years | ' | ' |
Monthly interest and principal payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' |
Interest rate ( as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.71% | 5.00% | ' | ' |
Ownership interest acquired (as a percent) | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition price | ' | ' | ' | ' | 1,300,000 | 14,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Area of property (in square feet) | ' | ' | ' | ' | ' | 45,200 | ' | 44,295 | 68,711 | 46,000 | 131,000 | ' | ' | ' | ' |
Debt assumed | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | 10,800,000 | ' | ' | ' | ' | ' |
Number of medical office buildings | ' | ' | ' | ' | ' | ' | ' | 4 | 4 | ' | ' | ' | ' | ' | ' |
Percentage of area of property occupied | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 100.00% | 100.00% | ' | ' | ' | ' | ' |
Acquisition price in cash | ' | ' | ' | ' | ' | ' | 6,800,000 | 17,500,000 | 20,800,000 | 18,900,000 | 36,600,000 | ' | ' | ' | ' |
Maximum borrowing capacity | 75,000,000 | 140,000,000 | 90,000,000 | 90,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,000,000 | ' |
Maximum borrowing capacity, option | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' |
Payment of prepayment penalties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' |
SCHEDULE_III_REAL_ESTATE_AND_A1
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Arrowhead Commons, Phoenix, AZ | Aurora Medical Office Building, Green Bay, WI | Austell Medical Office Building, Atlanta, GA | Canton Medical Office Building, Atlanta, GA | Decatur Medical Office Building, Atlanta, GA | El Paso Medical Office Building, El Paso, TX | Farmington Professional Pavillion, Detroit, MI | Firehouse Square, Milwaukee, WI | Hackley Medical Center, Grand Rapids, MI | Ingham Regional Medical Center, Lansing, MI | Meadow View Professional Center, Kingsport, TN | Mid Coast Hospital Office Building, Portland, ME | New Albany Professional Building, Columbus, OH | Northpark Trail, Atlanta, GA | Remington Medical Commons, Chicago, IL | Stonecreek Family Health Center, Columbus, OH | Summerfield Square, Tampa, FL | Summit Healthplex, Atlanta, GA | Valley West Hospital Medical Office Building, Chicago, IL | East El Paso MOB, El Paso, TX | East El Paso Surgery Center, El Paso, TX | LifeCare Plano LTACH, Plano, TX | Crescent City Surgical Centre, New Orleans, LA | Foundation Surgical Affiliates MOB, Oklahoma City, OK | Pensacola Medical Office Building, Pensacola, FL | Central Ohio Neurosurgical Surgeons MOB (CONS), Columbus, OH | Great Falls Ambulatory Surgery Center, Great Falls, MT | ||||
REAL ESTATE AND ACCUMULATED DEPRECIATION | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Encumbrances | $42,821 | ' | ' | ' | ' | ' | ' | $6,308 | ' | ' | ' | $2,828 | $5,513 | ' | $10,584 | $8,072 | ' | ' | $4,533 | ' | ' | ' | $4,983 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Cost to Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Land | 26,088 | ' | ' | ' | 740 | 500 | 289 | 710 | 740 | 860 | 580 | 1,121 | 1,840 | 676 | 2,270 | ' | 237 | 839 | 895 | 534 | ' | 2,633 | ' | 710 | 3,070 | 3,370 | ' | 1,300 | 990 | 981 | 203 |
Buildings and Improvements | 192,431 | ' | ' | ' | 2,551 | 1,566 | 1,992 | 7,225 | 2,593 | 2,867 | 1,714 | 2,769 | 6,400 | 2,893 | 11,344 | 11,247 | 2,764 | 1,245 | 6,499 | 1,909 | 405 | 15,576 | 6,274 | 4,500 | 23,627 | 11,689 | 34,208 | 12,724 | 5,005 | 7,620 | 3,225 |
Cost Capitalized Subsequent to Acquisitions | 6,211 | ' | ' | ' | 1 | ' | 264 | 97 | 36 | 333 | 54 | ' | 11 | ' | ' | ' | 20 | 218 | 319 | 11 | -180 | 4,416 | 611 | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Amount at Which Carried as of Close of Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Land | 26,088 | ' | ' | ' | 740 | 500 | 289 | 710 | 740 | 860 | 580 | 1,121 | 1,840 | 676 | 2,270 | ' | 237 | 839 | 895 | 534 | ' | 2,633 | ' | 710 | 3,070 | 3,370 | ' | 1,300 | 990 | 981 | 203 |
Buildings and Improvements | 198,642 | ' | ' | ' | 2,552 | 1,566 | 2,256 | 7,322 | 2,629 | 3,200 | 1,768 | 2,769 | 6,411 | 2,893 | 11,344 | 11,247 | 2,784 | 1,463 | 6,818 | 1,920 | 225 | 19,992 | 6,885 | 4,500 | 23,627 | 11,689 | 34,208 | 12,724 | 5,005 | 7,620 | 3,225 |
Total | 224,730 | 111,149 | 124,333 | 125,764 | 3,292 | 2,066 | 2,545 | 8,032 | 3,369 | 4,060 | 2,348 | 3,890 | 8,251 | 3,569 | 13,614 | 11,247 | 3,021 | 2,302 | 7,713 | 2,454 | 225 | 22,625 | 6,885 | 5,210 | 26,697 | 15,059 | 34,208 | 14,024 | 5,995 | 8,601 | 3,428 |
Accumulated Depreciation | ($20,299) | ($16,495) | ($14,484) | ($11,171) | ($310) | ($117) | ($312) | ($1,608) | ($584) | ($1,123) | ($960) | ($592) | ($1,442) | ($693) | ($2,542) | ($2,102) | ($402) | ($501) | ($1,209) | ($615) | ' | ($3,160) | ($1,331) | ($43) | ($219) | ($136) | ($178) | ($74) | ($26) | ($14) | ($6) |
Life on Which Building Depreciation in Income Statement is Computed | ' | ' | ' | ' | '46 years | '50 years | '36 years | '30 years | '28 years | '21 years | '15 years | '30 years | '30 years | '39 years | '30 years | '30 years | '42 years | '35 years | '30 years | '23 years | ' | '44 years | '30 years | '35 years | '36 years | '25 years | '48 years | '43 years | '49 years | '44 years | '33 years |
SCHEDULE_III_REAL_ESTATE_AND_A2
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Changes in total real estate | ' | ' | ' |
Balance as of the beginning of the year | $111,149 | $124,333 | $125,764 |
Acquisitions | 113,225 | ' | ' |
Additions | 806 | 786 | 10 |
Dispositions | -450 | -13,970 | -1,441 |
Balance as of the end of the year | 224,730 | 111,149 | 124,333 |
Changes in accumulated depreciation | ' | ' | ' |
Balance as of the beginning of the year | 16,495 | 14,484 | 11,171 |
Acquisitions | 694 | ' | ' |
Additions | 3,110 | 3,024 | 3,313 |
Dispositions | ' | -1,013 | ' |
Balance as of the end of the year | $20,299 | $16,495 | $14,484 |