Exhibit 99.4
Physicians Realty Trust
Unaudited Pro Forma Consolidated Balance Sheet
June 30, 2014
(In thousands)
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| Recent Acquisitions |
| Pro Forma |
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| Historical |
| Columbus |
| El Paso |
| Harrisburg |
| Reflecting |
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ASSETS |
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Investment Properties |
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Land and improvements |
| $ | 51,694 |
| $ | 2,017 |
| $ | 5,235 |
| $ | 2,506 |
| $ | 61,452 |
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Building and improvements |
| 372,097 |
| 56,645 |
| 38,912 |
| 18,764 |
| 486,418 |
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Tenant improvements |
| 5,505 |
| — |
| — |
| — |
| 5,505 |
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Acquired lease intangibles |
| 47,239 |
| 9,223 |
| 3,000 |
| 2,157 |
| 61,619 |
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| 476,535 |
| 67,885 |
| 47,147 |
| 23,427 |
| 614,994 |
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Accumulated Depreciation |
| (34,636 | ) | — |
| — |
| — |
| (34,636 | ) | |||||
Net real estate property |
| 441,899 |
| 67,885 |
| 47,147 |
| 23,427 |
| 580,358 |
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Real estate loan receivable |
| 6,881 |
| — |
| — |
| — |
| 6,881 |
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Investment in unconsolidated entity |
| 1,298 |
| — |
| — |
| — |
| 1,298 |
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Net real estate investments |
| 450,078 |
| 67,885 |
| 47,147 |
| 23,427 |
| 588,537 |
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Cash and cash equivalents |
| 6,697 |
| — |
| — |
| — |
| 6,697 |
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Tenant receivables, net |
| 836 |
| — |
| — |
| — |
| 836 |
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Deferred costs, net |
| 3,025 |
| — |
| — |
| — |
| 3,025 |
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Other assets |
| 8,516 |
| — |
| — |
| — |
| 8,516 |
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Total Assets |
| $ | 469,152 |
| $ | 67,885 |
| $ | 47,147 |
| $ | 23,427 |
| $ | 607,611 |
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LIABILITIES AND EQUITY |
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Credit facility borrowing |
| $ | — |
| $ | 67,885 |
| $ | 33,107 |
| $ | 23,100 |
| $ | 124,092 |
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Mortgage debt |
| 78,963 |
| — |
| — |
| — |
| 78,963 |
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Accounts payable |
| 697 |
| — |
| — |
| — |
| 697 |
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Dividends payable |
| 8,728 |
| — |
| — |
| — |
| 8,728 |
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Accrued expenses and other liabilities |
| 4,566 |
| — |
| 840 |
| — |
| 5,406 |
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Acquired lease intangibles, net |
| 133 |
| — |
| — |
| 327 |
| 460 |
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Total liabilities |
| 93,087 |
| 67,885 |
| 33,947 |
| 23,427 |
| 218,346 |
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Shareholder’s equity |
| 336,332 |
| — |
| (9,524 | ) | — |
| 326,808 |
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Noncontrolling interest |
| 39,733 |
| — |
| 22,724 |
| — |
| 62,457 |
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Total Equity |
| 376,065 |
| — |
| 13,200 |
| — |
| 389,265 |
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Total Liabilities and Equity |
| $ | 469,152 |
| $ | 67,885 |
| $ | 47,147 |
| $ | 23,427 |
| $ | 607,611 |
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See Notes to Unaudited Pro Forma Consolidated Balance Sheet.
Physicians Realty Trust
Notes to Unaudited Pro Forma Consolidated Balance Sheet
Basis of Presentation
The unaudited Pro Forma Consolidated Balance Sheet of Physicians Realty Trust (the “Company”) as of June 30, 2014 reflects the acquisition of the Mark H. Zangmeister Center located in Columbus, Ohio, the Berger Medical Center located in Orient, Ohio, a medical office building located in Westerville, Ohio and a medical office building located in Westerville, Ohio (collectively, the “Columbus Properties’), a specialty surgical hospital and two adjacent related medical office buildings located in El Paso, Texas (collectively, the El Paso Properties) and of five medical office buildings located in Harrisburg, Pennsylvania (collectively, the “Harrisburg Properties”). The Columbus Properties and the EL Paso Properties were purchased on September 30, 2014 and the Harrisburg Properties were purchased on October 29, 2014. The historical consolidated balance sheet of the Company prior to the acquisition of the Columbus Properties, the El Paso Properties and the Harrisburg Properties has been derived from the unaudited consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed with the SEC on August 13, 2014.
Notes and Management Assumptions
The acquisition of the Columbus Properties, the El Paso Properties and the Harrisburg Properties were accounted for as business combinations and recorded at their fair value, exclusive of acquisition costs, which were expensed. The property fair value was then allocated between land, building and acquired lease intangibles based upon their fair values at the date of acquisition. The Columbus Properties, the El Paso Properties and the Harrisburg Properties were purchased with borrowings from the Company’s senior secured revolving credit facility, contingent consideration of $840 and the issuance of 950,324 units of the Company’s operating partnership, valued at $13,200. The El Paso Properties were also adjusted for the net cumulative impact of the change in noncontrolling interest related to the issuance of the operating partnership units describe above of $9,524.
Physicians Realty Trust
Unaudited Pro Forma Consolidated Statement of Operation
For the Six Months Ended June 30, 2014
(In thousands, expect share and per share data)
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| Recent Acquisitions |
| Second Quarter |
| First Quarter |
| Pro Forma |
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| Historical |
| Columbus |
| El Paso |
| Harrisburg |
| Acquisition |
| Acquisition |
| Reflecting |
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Revenues: |
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Rental revenues |
| $ | 17,049 |
| $ | 2,525 |
| $ | 1,877 |
| $ | 959 |
| $ | 648 |
| $ | 1,193 |
| $ | 24,251 |
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Expense recoveries |
| 2,090 |
| 1,362 |
| 588 |
| 304 |
| 256 |
| 183 |
| 4,783 |
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Interest income on real estate loans and other |
| 340 |
| — |
| — |
| — |
| — |
| 184 |
| 524 |
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Total Revenue |
| 19,479 |
| 3,887 |
| 2,465 |
| 1,263 |
| 904 |
| 1,560 |
| 29,558 |
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Expenses: |
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Interest expense, net |
| 2,938 |
| 954 |
| 465 |
| 325 |
| 85 |
| 254 |
| 5,021 |
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General and administrative |
| 4,422 |
| — |
| — |
| — |
| — |
| — |
| 4,422 |
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Operating expenses |
| 3,836 |
| 1,364 |
| 603 |
| 351 |
| 316 |
| 449 |
| 6,919 |
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Depreciation and Amortization |
| 6,152 |
| 1,128 |
| 842 |
| 524 |
| 294 |
| 517 |
| 9,457 |
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Acquisition costs |
| 6,332 |
| — |
| — |
| — |
| — |
| — |
| 6,332 |
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Total Expenses |
| 23,680 |
| 3,446 |
| 1,910 |
| 1,200 |
| 695 |
| 1,220 |
| 32,151 |
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(Loss) income before equity in income of unconsolidated entity and noncontrolling interests: |
| (4,201 | ) | 441 |
| 555 |
| 63 |
| 209 |
| 340 |
| (2,593 | ) | |||||||
Equity in income of unconsolidated entity |
| 43 |
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| — |
| — |
| — |
| — |
| 43 |
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Net (loss)/income |
| (4,158 | ) | $ | 441 |
| $ | 555 |
| $ | 63 |
| $ | 209 |
| $ | 340 |
| (2,550 | ) | ||
Less: Net income/(loss) attributable to noncontrolling interests |
| 504 |
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| (134 | ) |
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| 370 |
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Net loss attributable to common shareholders |
| $ | (3,654 | ) |
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| $ | (2,180 | ) | |||||
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Net loss per share: |
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Basic and diluted |
| $ | (0.15 | ) |
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| $ | (0.09 | ) | |||||
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Weighted average common shares: |
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Basic and diluted |
| 23,744,730 |
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| 23,744,730 |
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See Notes to Unaudited Pro Forma Consolidated Statement of Operations.
Physicians Realty Trust
Unaudited Pro Forma Consolidated and Combined Statement of Operations
For the Year Ended December 31, 2013
(In thousands, expect share and per share data)
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| Recent Acquisitions |
| Second Quarter |
| First Quarter |
| Pro Forma |
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| Historical |
| Columbus |
| El Paso |
| Harrisburg |
| Acquisition |
| Acquisition |
| Reflecting |
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Revenues: |
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Rental revenues |
| $ | 13,565 |
| $ | 5,049 |
| $ | 3,593 |
| $ | 1,905 |
| $ | 1,648 |
| $ | 7,518 |
| $ | 33,278 |
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Expense recoveries |
| 3,234 |
| 2,336 |
| 1,180 |
| 547 |
| 466 |
| 1,156 |
| 8,919 |
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Interest income on real estate loans and other |
| 246 |
| — |
| — |
| — |
| — |
| 1,105 |
| 1,351 |
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Total Revenue |
| 17,045 |
| 7,385 |
| 4,773 |
| 2,452 |
| 2,114 |
| 9,779 |
| 43,548 |
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Expenses: |
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Interest expense, net |
| 4,295 |
| 1,907 |
| 931 |
| 650 |
| 276 |
| 1,593 |
| 9,652 |
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General and administrative |
| 3,214 |
| — |
| — |
| — |
| — |
| — |
| 3,214 |
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Operating expenses |
| 4,650 |
| 2,341 |
| 1,265 |
| 655 |
| 629 |
| 2,752 |
| 12,292 |
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Depreciation and Amortization |
| 5,107 |
| 2,257 |
| 1,685 |
| 1,049 |
| 744 |
| 3,204 |
| 14,046 |
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Loss on sale of development property |
| 2 |
| — |
| — |
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| — |
| — |
| 2 |
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Acquisition costs |
| 1,938 |
| 460 |
| 1,004 |
| 228 |
| 347 |
| — |
| 3,977 |
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Management fees |
| 475 |
| — |
| — |
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| — |
| — |
| 475 |
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Total Expenses |
| 19,681 |
| 6,965 |
| 4,885 |
| 2,582 |
| 1,996 |
| 7,549 |
| 43,658 |
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Net (loss)/income |
| (2,636 | ) | $ | 420 |
| $ | (112 | ) | $ | (130 | ) | $ | 118 |
| $ | 2,230 |
| (110 | ) | ||
Less: Net income/(loss) attributable to noncontrolling interests |
| 975 |
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| (932 | ) |
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| 43 |
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Net loss attributable to common shareholders |
| $ | (1,661 | ) |
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| $ | (67 | ) | |||||
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Net loss per share: |
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Basic and diluted |
| $ | (0.13 | ) |
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| $ | (0.01 | ) | |||||
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Weighted average common shares: |
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Basic and diluted |
| 12,883,917 |
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| 12,883,917 |
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See Notes to Unaudited Pro Forma Consolidated and Combined Statement of Operations.
Physicians Realty Trust
Notes to Unaudited Pro Forma Consolidated and Combined Statement of Operations
Basis of Presentation
The unaudited Pro Forma Consolidated and Combined Statements of Operations of Physicians Realty Trust (“the Company”) for the six months ended June 30, 2014 and for the year ended December 31, 2013 included the historical operations of the Company and have been derived from the unaudited consolidated statement of operations included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, filed with the with SEC on August 13, 2014 and the audited consolidated and combined statement of operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 21, 2014. The Company’s historical operations have been adjusted to take into consideration the following acquisitions as if they occurred on January 1, 2013:
During the third quarter of 2014, the Company acquired the Columbus Properties and the El Paso Properties, on October 29, 2014 the Company acquired the Harrisburg Properties (collectively the “Recent Acquisitions”). Financial results for the periods presented for the Columbus Properties, the El Paso Properties and the Harrisburg Properties are included elsewhere in this Form 8-K. Financial results for the six months ended June 30, 2014 and for the year ended December 31, 2013 related to the Recent Acquisitions prior to their acquisition represents the results of operations under the previous owners and are included in the columns labeled Recent Acquisitions.
During the second quarter of 2014, the Company acquired the Pinnacle Properties and the Oshkosh Property (collectively the “Second Quarter Acquisitions”). Financial results for the three months ended March 31, 2014 and for the year ended December 31, 2013 and other information related to these acquisitions was included in a previously filed Form 8-KA, filed on August 4, 2014. Financial results for the six months ended June 30, 2014 and for the year ended December 31, 2013 related to the Second Quarter Acquisitions prior to their acquisition represents the results of operations under the previous owners and are included in the columns labeled Second Quarter Acquisition Properties. Financial results since their acquisition are included in the Company’s historical consolidated results of operations for the period.
During the first quarter of 2014, the Company acquired the Atlanta Property, the Sarasota Properties and the San Antonio Property (collectively the “First Quarter Acquisitions”). Financial results for the year ended December 31, 2013 and other information related to these acquisitions was included in a previously filed Form 8-KA, filed on May, 6 2014. Financial results for the six months ended June, 2014 and for the year ended December 31, 2013 related to the First Quarter Acquisitions prior to their acquisition represents the results of operations under the previous owners and are included in the columns labeled First Quarter Acquisition Properties. Financial results since their acquisition are included in the Company’s historical consolidated results of operations for the period.
Notes and Management Assumptions
Revenue and operating and maintenance expenses for the Recent Acquisitions, Second Quarter Acquisitions and First Quarter Acquisitions (prior to their acquisitions) are based upon the historical operations under the previous owners’ ownership. Depreciation and amortization expenses is based upon the Company’s ownership and utilizing its own depreciation and amortization policies outlined in the Company Annual Report on Form 10-K. All of the properties were acquired with borrowing on the Company’s senior secured revolving credit facility. Interest expenses related to borrowings under the Company’s senior secured revolving credit facility are at the rate outstanding on the credit facility at the time of the borrowing (approximately 3% on an annual basis). Acquisition costs associated with the Recent Acquisitions, Second Quarter Acquisitions and First Quarter Acquisitions were assumed to be incurred in the year ended December 31, 2013. Net operating results for the Company’s historical operations, the Recent Acquisitions, the Second Quarter Acquisitions and the First Quarter Acquisitions were adjusted for the net cumulative impact to reflect the noncontrolling interest holders’ share related to the operating partnership operations after the impact of all proforma adjustments and includes the impact of the operating partnership units issued in connection with the acquisition of the El Paso Properties as if they were in outstanding as of January 1, 2013 (the adjustment is reflected in the El Paso Properties column).