Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Physicians Realty Trust | |
Entity Central Index Key | 1574540 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 70,314,808 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Investment properties: | ||
Land and improvements | $99,950 | $79,334 |
Building and improvements | 817,673 | 644,086 |
Tenant improvements | 6,417 | 5,614 |
Acquired lease intangibles | 109,173 | 72,985 |
Gross real estate property | 1,033,213 | 802,019 |
Accumulated depreciation | -53,451 | -45,569 |
Net real estate property | 979,762 | 756,450 |
Real estate loans receivable | 16,094 | 15,876 |
Investment in unconsolidated entity | 1,324 | 1,324 |
Net real estate investments | 997,180 | 773,650 |
Cash and cash equivalents | 35,774 | 15,923 |
Tenant receivables, net | 2,127 | 1,324 |
Deferred costs, net | 4,601 | 4,870 |
Other assets | 26,525 | 15,806 |
Total assets | 1,066,207 | 811,573 |
Liabilities: | ||
Credit facility | 73,000 | 138,000 |
Mortgage debt | 83,952 | 78,105 |
Accounts payable | 448 | 700 |
Dividends payable | 16,722 | 16,548 |
Accrued expenses and other liabilities | 13,029 | 6,140 |
Acquired lease intangibles, net | 3,056 | 2,871 |
Total liabilities | 190,207 | 242,364 |
Redeemable noncontrolling interest - Operating Partnership and partially owned properties | 13,721 | |
Equity: | ||
Common shares, $0.01 par value, 500,000,000 shares authorized, 69,943,001 and 50,640,863 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively. | 703 | 510 |
Additional paid-in capital | 886,092 | 586,017 |
Accumulated deficit | -68,161 | -51,797 |
Total shareholders' equity | 818,634 | 534,730 |
Noncontrolling interests: | ||
Operating Partnership | 42,430 | 33,727 |
Partially owned properties | 1,215 | 752 |
Total noncontrolling interests | 43,645 | 34,479 |
Total equity | 862,279 | 569,209 |
Total liabilities and equity | $1,066,207 | $811,573 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 69,943,001 | 50,640,863 |
Common stock, shares outstanding | 69,943,001 | 50,640,863 |
Consolidated_and_Combined_Stat
Consolidated and Combined Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Rental revenues | $20,341 | $6,808 |
Expense recoveries | 3,536 | 1,070 |
Interest income on real estate loans and other | 607 | 154 |
Total revenues | 24,484 | 8,032 |
Expenses: | ||
Interest expense | 1,710 | 1,281 |
General and administrative | 3,352 | 2,014 |
Operating expenses | 5,709 | 1,609 |
Depreciation and amortization | 8,240 | 2,416 |
Acquisition expenses | 5,932 | 4,287 |
Total expenses | 24,943 | 11,607 |
Loss before equity in income of unconsolidated entity, loss on sale of investment property, and noncontrolling interests: | -459 | -3,575 |
Equity in income of unconsolidated entity | 26 | 17 |
Loss on sale of investment properties | -15 | |
Net loss | -448 | -3,558 |
Net (income) loss attributable to noncontrolling interests: | ||
Operating Partnership | 24 | 531 |
Partially owned properties | -32 | -66 |
Net loss attributable to controlling interest | -456 | -3,093 |
Preferred distribution | -66 | |
Net loss attributable to common shareholders | ($522) | ($3,093) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | ($0.01) | ($0.15) |
Weighted average common shares: | ||
Weighted average common shares outstanding - Basic and diluted | 65,649,478 | 21,298,897 |
Dividends and distributions declared per common share and unit (in dollars per share) | $0.23 | $0.23 |
Consolidated_and_Combined_Stat1
Consolidated and Combined Statement of Equity (USD $) | Par Value | Additional Paid in Capital | Accumulated Deficit | Total Shareholders' Equity | Operating Partnership Noncontrolling interest | Partially Owned Properties Noncontrolling Interest | Total Non-controlling Interests | Total |
In Thousands, unless otherwise specified | ||||||||
Balance at Dec. 31, 2014 | $510 | $586,017 | ($51,797) | $534,730 | $33,727 | $752 | $34,479 | $569,209 |
Increase (Decrease) in stockholders' Equity | ||||||||
Net proceeds from sale of common shares | 192 | 301,580 | 301,772 | 301,772 | ||||
Restricted share award grants, net | 1 | 866 | -21 | 846 | 846 | |||
Purchase of OP units | -205 | -205 | -205 | |||||
Conversion of OP units | 18 | 18 | -18 | -18 | ||||
Dividends/distributions declared | -15,821 | -15,821 | -809 | -809 | -16,630 | |||
Preferred distribution | -66 | -66 | -66 | |||||
Issuance of OP Units in connection with acquisitions | 7,314 | 7,314 | 7,314 | |||||
Contribution | 500 | 500 | 500 | |||||
Distributions | -69 | -69 | -69 | |||||
Change in market value redeemable noncontrolling interests - Operating Partnerhip and partially owned properties | 56 | 56 | 56 | |||||
Net (loss) income | -456 | -456 | -24 | 32 | 8 | -448 | ||
Adjustment for Noncontrolling Interests ownership in Operating Partnership | -2,445 | -2,445 | 2,445 | 2,445 | ||||
Balance at Mar. 31, 2015 | $703 | $886,092 | ($68,161) | $818,634 | $42,430 | $1,215 | $43,645 | $862,279 |
Consolidated_and_Combined_Stat2
Consolidated and Combined Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows from Operating Activities: | ||
Net loss | ($448) | ($3,558) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 8,240 | 2,416 |
Amortization of deferred financing costs | 293 | 148 |
Amortization of lease inducements and above/below market lease intangibles | 302 | 81 |
Straight-line rental revenue/expense | -2,012 | -652 |
Amortization of above market assumed debt | -10 | |
Loss on sale of investment properties | 15 | |
Equity in income of unconsolidated entity | -26 | -17 |
Distribution from unconsolidated entity | 26 | |
Change in fair value of derivatives | -13 | -41 |
Provision for bad debts | 6 | |
Non-cash share compensation | 867 | 356 |
Change in operating assets and liabilities: | ||
Tenant receivables | -1,022 | -591 |
Other assets | -580 | 6 |
Accounts payable | -252 | -114 |
Accrued expenses and other liabilities | 4,345 | 1,580 |
Net cash provided by (used in) operating activities | 9,725 | -380 |
Cash Flows from Investing Activities: | ||
Proceeds on sales of investment property | 1,550 | |
Acquisition of investment properties, net | -205,278 | -138,779 |
Capital expenditures on existing investment properties | -1,028 | |
Real estate loans receivable | -6,836 | |
Note receivable | -4,123 | |
Leasing commissions | -35 | -5 |
Lease inducements | -462 | |
Net cash used in investing activities | -209,376 | -145,620 |
Cash Flows from Financing Activities: | ||
Net proceeds from sale of common shares | 301,772 | -57 |
Proceeds from credit facility borrowings | 73,000 | 80,000 |
Payment on credit facility borrowings | -138,000 | |
Proceeds from issuance of mortgage debt | 26,550 | |
Principal payments on mortgage debt | -466 | -384 |
Debt issuance costs | -24 | -761 |
Dividends paid - shareholders | -15,792 | -4,848 |
Distributions to noncontrolling interest- Operating Partnership | -714 | -832 |
Distributions to noncontrolling interest - partially owned properties | -69 | -54 |
Purchase of OP Units | -205 | |
Net cash provided by financing activities | 219,502 | 99,614 |
Net increase (decrease) in cash and cash equivalents | 19,851 | -46,386 |
Cash and cash equivalents, beginning of year | 15,923 | 56,478 |
Cash and cash equivalents, end of period | 35,774 | 10,092 |
Supplemental disclosure of cash flow information - interest paid during the period | 1,402 | 1,025 |
Supplemental disclosure of noncash activity - assumed debt | 6,323 | 10,800 |
Supplemental disclosure of noncash activity - issuance of OP units in connection with acquisitions | 17,017 | |
Supplemental disclosure of noncash activity - contingent consideration | $1,482 |
Organization_and_Business
Organization and Business | 3 Months Ended |
Mar. 31, 2015 | |
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, 2014, the Trust was authorized to issue up to 500,000,000 common shares of beneficial interest, par value $0.01 per share (“common shares”). The Trust filed a Registration Statement on Form S-11 with the Securities and Exchange Commission (the “Commission” or the “SEC”) 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 real estate investment trust (“REIT”) formed primarily to acquire, selectively develop, own and manage healthcare properties that are leased to physicians, hospitals and healthcare delivery systems. | |
Follow-On Public Offerings | |
On January 21, 2015, the Trust completed a public offering of 18,975,000 common shares, including 2,475,000 common shares issued upon exercise of the underwriters’ overallotment option, resulting in net proceeds to the Trust of approximately $297.7 million. The trust contributed the net proceeds of this offering to the Operating Partnership in exchange for 18,975,000 partnership interests in our Operating Partnership (“OP Units”), and the Operating Partnership used the net proceeds of the public offering to repay borrowings under the Trust’s unsecured revolving credit facility and for general corporate and working capital purposes, including funding acquisitions. | |
On August 19, 2014, the Trust and the Operating Partnership entered into separate At Market Issuance Sales Agreements (the “Sales Agreements”) with each of MLV & Co. LLC, KeyBanc Capital Markets Inc., JMP Securities LLC, and RBC Capital Markets, LLC (the “Agents”), pursuant to which the Trust may issue and sell common shares having an aggregate offering price of up to $150 million, from time to time, through the Agents pursuant to the Shelf Registration Statement (the “ATM Program”). During the quarterly period ended March 31, 2015, the Trust sold 247,397 common shares pursuant to the ATM Program, at a weighted average price of $16.96 per share resulting in total proceeds of approximately $4.1 million, before $0.1 million in commissions. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies |
The accompanying unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods ended March 31, 2015 and 2014 pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 12, 2015. | |
Principles of Consolidation | |
Property holding entities and other subsidiaries of which the Trust or the Operating Partnership 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 in consolidation. For entities in which the Trust owns less than 100% of the equity interest, the Trust consolidates the property if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, the Trust records a noncontrolling interest representing equity held by noncontrolling interests. | |
U.S. generally accepted accounting principles (“GAAP”) requires the Trust to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Trust consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Trust may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. | |
The Trust identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Trust performs this analysis on an ongoing basis. | |
Noncontrolling Interests | |
The Trust presents the portion of any equity it does not own in entities that it controls (and thus consolidates) as noncontrolling interests and classifies such interests as a component of consolidated equity, separate from the Trust’s total shareholders’ equity, on the consolidated balance sheets. | |
Operating Partnership: Net income or loss is allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units held by the noncontrolling interests and the Trust. Issuance of additional Common Shares and OP Units changes the ownership interests of both the noncontrolling interests and the Trust. Such transactions and the related proceeds are treated as capital transactions. | |
During the three months ended March 31, 2015, the Operating Partnership partially funded a property acquisition by issuing an aggregate of 420,963 OP Units valued at approximately $7.3 million. The acquisition had a total purchase price of approximately $10.0 million. | |
Noncontrolling interests in the Trust represent OP Units held by the Predecessor’s prior investors and other investors. As of March 31, 2015, the Trust held a 95.1% 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 OP 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 OP 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 unregistered common shares on a one-for-one basis. Such selection to pay cash or issue common shares to satisfy an OP Unit holder’s redemption request is solely within the control of the Trust. 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. | |
Partially Owned Properties: The Trust reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Trust that are not wholly owned by the Trust. The earnings or losses from those properties attributable to the noncontrolling interests are reflected as net income or loss attributable to noncontrolling interests partially owned properties in the consolidated statement of operations. | |
Redeemable Noncontrolling Interests — Operating Partnership and Partially Owned Properties | |
On February 5, 2015, the Trust entered into a Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) which provides for the designation and issuance of the newly designated Series A Participating Redeemable Preferred Units of the operating partnership (“Series A Preferred Units”). The Series A Preferred Units will have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation. In addition, the Series A Preferred Units will be redeemable at the option of the holders on or after the one year anniversary of their issuance, which redemption obligation may be satisfied, at the Trust’s option, in cash or registered common shares. Instruments that require settlement in registered shares may not be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. | |
On February 5, 2015, the acquisition of the Minnetonka MOB was partially funded with the issuance of 44,685 Series A Preferred Units with a value of $9.7 million. Due to the redemption rights associated with the Series A Preferred Units the Trust classifies the Series A Preferred Units in the mezzanine section of its consolidated balance sheet. | |
A noncontrolling interest of a consolidated joint venture was classified as redeemable at March 31, 2015. Accordingly, the Trust records the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. The Trust’s joint venture partner has certain redemption rights with respect to their noncontrolling interest in the joint venture that are outside of the Trust’s control, and therefore, the redeemable noncontrolling interest is classified in the mezzanine section of the Trust’s consolidated balance sheet. The Trust recognizes changes in carrying value of redeemable noncontrolling interests through additional paid-in-capital. | |
Dividends and Distributions | |
On March 31, 2015, the Trust’s Board of Trustees declared a cash dividend of $0.225 per common share for the quarterly period ended March 31, 2015. The dividend was paid on May 1, 2015 to common shareholders and common OP Unit holders of record on April 17, 2015. | |
Purchase of Investment Properties | |
A property acquired not subject to an existing lease is treated as an asset acquisition and recorded at its purchase price, inclusive of acquisition costs, allocated between the acquired tangible assets and assumed liabilities based upon their relative fair values at the date of acquisition. A property acquired with an existing lease is accounted for as a business combination pursuant to the acquisition method in accordance with ASC Topic 805, Business Combinations (“ASC 805”), and assets acquired and liabilities assumed, including identified intangible assets and liabilities, are recorded at fair value. | |
The determination of fair value involves the use of significant judgment and estimation. The Trust makes estimates of the fair value of the tangible and intangible acquired assets and assumed liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence and may include the assistance of a third party appraiser. The Trust estimates the fair value of buildings acquired on an as-if-vacant basis and depreciates the building value over the estimated remaining life of the building. The Trust determines the allocated value of other fixed assets, such as site improvements, based upon the replacement cost and depreciates such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. The fair value of land is determined either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within the Trust’s portfolio. | |
In recognizing identified intangible assets and liabilities in connection with a business combination, 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. | |
The values assigned to all lease intangible assets and liabilities 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. | |
The Trust calculates the fair value of any long-term debt assumed by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which the Trust approximates based on the rate at which it would expect to incur on a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. | |
Based on these estimates, the Trust recognizes the acquired assets and assumed liabilities at their estimated fair values, which are generally determined using Level 3 inputs, such as market rental rates, capitalization rates, discount rates, or other available market data. Initial valuations are subject to change until the information is finalized, no later than 12 months from the acquisition date. The Trust expenses transaction costs associated with acquisitions accounted for as business combinations in the period incurred. | |
Impairment of Intangible and Long-Lived Assets | |
The Trust periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators or whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. If indicators of impairment are present, the Trust evaluates the carrying value of the related real estate properties in relation to the undiscounted expected future cash flows of the underlying operations. In performing this evaluation, management considers market conditions and current intentions with respect to holding or disposing of the real estate property. The Trust adjusts the net book value of real estate properties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. The Trust recognizes an impairment loss at the time it makes any such determination. If the Trust determines 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. Fair value is typically determined using a discounted future cash flow analysis or other acceptable valuation techniques, which are based, in turn, upon Level 3 inputs, such as revenue and expense growth rates, capitalization rates, discount rates or other available market data. | |
The Trust did not record an impairment charge in either the three months ended March 31, 2015 or 2014. | |
Investments in Unconsolidated Entities | |
The Trust reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Trust’s share of the investee’s earnings or losses is included in its consolidated statements of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the equity interest. | |
Real Estate Loans Receivable | |
Real estate loans receivable consists of a mezzanine loan and a term loan which are collateralized by an equity interest in a two medical office building developments. Interest income on the loans are recognized as earned based on the terms of the loans subject to evaluation of collectability risks and are included in the Trust’s consolidated statement of operations. | |
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 $8.5 million and $6.4 million as of March 31, 2015 and December 31, 2014, 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 adjusted by amortization of lease inducements and above or below market rents on certain leases. Lease inducements and above or below 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 responsible for operating and building expenses. For absolute net leases, the Trust does not recognize expense recoveries. | |
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 elected to be taxed as a real estate investment trust (“REIT”) for federal tax purposes commencing with the filing of its tax return for the short taxable year ending December 31, 2013. The Trust had no taxable income prior to electing REIT status. To qualify as a REIT, the Trust must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its shareholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). 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. | |
Management Estimates | |
The preparation of consolidated financial statements in conformity with GAAP 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 financial statements and the amounts of revenue and expenses reported in the period. Significant estimates are made for the fair value assessments with respect to purchase price allocations, impairment assessments, and the valuation of financial instruments. Actual results could differ from these estimates. | |
Contingent Liabilities | |
The Trust records a liability for contingent consideration (included in accrued expenses and other liabilities on its consolidated balance sheets) at fair value as of the acquisition date and reasseses the fair value at the end of each reporting period, with any changes being recognized in earnings. Increases or decreases in the fair value of contingent consideration can result from changes in discount periods, discount rates and probabilities that contingencies will be met. | |
Reclassifications | |
Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the previously reported consolidated financial position or consolidated results of operations. | |
New Accounting Pronouncements | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which creates a new Topic, Accounting Standards Codification Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard is effective for interim or annual periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. Early adoption of this standard is not allowed. The Trust is currently evaluating the impact the adoption of Topic 606 will have on its consolidated financial statements. | |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. This update is intended to improve targeted areas of consolidation guidance by simplifying the consolidation evaluation process, and by placing more emphasis on risk of loss when determining a controlling financial interest. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. The Trust is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. | |
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The impact will be a reduction of other assets and the associated reported debt liability. | |
Acquisitions_and_Disposition
Acquisitions and Disposition | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Acquisitions and Disposition | |||||||||
Acquisitions and Disposition | Note 3—Acquisitions and Disposition | ||||||||
During the three months ended March 31, 2015, the Trust completed acquisitions of 23 operating healthcare properties located in nine states for an aggregate purchase price of approximately $234.1 million as summarized below: | |||||||||
Property(1) | Location | Acquisition | Purchase | ||||||
Date | Price | ||||||||
(in thousands) | |||||||||
Minnesota Portfolio (2) | |||||||||
Edina MOB (6) | Edina, MN | January 22, 2015 | $ | 14,190 | |||||
Savage MOB (6) | Savage, MN | January 22, 2015 | 12,800 | ||||||
Crystal MOB (6) | Crystal, MN | January 22, 2015 | 14,782 | ||||||
Dell Rd. MOB (6) | Chanhassen, MN | January 22, 2015 | 6,410 | ||||||
Vadnais Heights MOB (6) | Vadnais Heights, MN | January 29, 2015 | 18,422 | ||||||
Minnetonka MOB (6)(3) | Minnetonka, MN | February 5, 2015 | 26,000 | ||||||
Jamestown MOB (6) | Jamestown, ND | February 5, 2015 | 12,819 | ||||||
Minnesota Eye MOB (6) | Minnetonka, MN | February 17, 2015 | 10,882 | ||||||
Columbus MOB (4)(6) | Columbus, GA | January 23, 2015 | 6,540 | ||||||
Methodist Sports MOB (5)(7) | Greenwood, IN | January 28, 2015 | 10,000 | ||||||
Indianapolis South 4 MOBs (6) | Greenwood, IN | February 13, 2015 | 17,183 | ||||||
Bridgeport Medical Center (6) | Lakewood, WA | February 27, 2015 | 13,750 | ||||||
Baylor Cancer Center (6) | Dallas, TX | February 27, 2015 | 8,200 | ||||||
Renaissance Office Building (6) | Milwaukee, WI | March 27, 2015 | 6,500 | ||||||
University of Rochester Strong Memorial Portfolio 5 MOBs (6) | Rochester, NY | March 31, 2015 | 41,000 | ||||||
Avalon Park Florida Hospital MOB (6) | Avalon Park, FL | March 31, 2015 | 14,600 | ||||||
$ | 234,078 | ||||||||
-1 | “MOB” means medical office building. | ||||||||
-2 | Through subsidiaries of the Operating Partnership, the Trust acquired seven medical office facilities located in the Minneapolis-St. Paul Metropolitan area and one additional medical office facility located in Jamestown, North Dakota from affiliates of The Davis Group and investors associated with The Davis Group. The Davis Group retained a less than 1% minority interest in the property holding entities. | ||||||||
-3 | The Operating Partnership partially funded the purchase price of this acquisition by issuing a total of 44,685 Series A Preferred Units valued at approximately $9.7 million in the aggregate on the date of issuance to affiliates of The Davis Group. Holders of the Series A Preferred Units issued in connection with the acquisition of the Minnetonka MOB are entitled to certain redemption rights under the partnership agreement of the Operating Partnership which allow them to cause the Operating Partnership to redeem the Series A Preferred Units in exchange for cash, or at the Trust’s option, for common shares, pursuant to a formula provided in the partnership agreement and currently on an approximately one-for-12.65 basis. The investors in the Series A Preferred Units have agreed not cause the Operating Partnership to redeem their Series A Preferred Units prior to February 5, 2016. | ||||||||
-4 | This is the final building of the previously announced $34.5 million portfolio of 13 on-campus medical office facilities located in Columbus, Georgia. | ||||||||
-5 | The Trust accounted for this acquisition as asset acquisition and capitalized $0.1 million of total acquisition costs to the basis of the property. | ||||||||
-6 | The Trust accounted for these acquisitions as business combinations pursuant to the acquisition method and expensed total acquisition costs of $5.9 million. | ||||||||
-7 | The Operating Partnership partially funded the purchase price of this acquisition by issuing a total of 420,963 OP Units valued at approximately $7.3 million in the aggregate on the date of issuance. | ||||||||
For the three months ended March 31, 2015, the Trust recorded revenues and net income of $2.8 million and $0.6 million, respectively, from its first quarter 2015 acquisitions. | |||||||||
The following table summarizes the acquisition date fair values of the assets acquired and the liabilities assumed, which the Trust determined using level 2 and level 3 inputs (in thousands): | |||||||||
Land | $ | 21,075 | |||||||
Building and improvements | 175,050 | ||||||||
In-place lease intangible | 32,398 | ||||||||
Above market in-place lease intangible | 3,679 | ||||||||
Below market in-place lease intangible | (315 | ) | |||||||
Below market in-place ground lease | 158 | ||||||||
Lease inducement | 462 | ||||||||
Contingent consideration | (1,482 | ) | |||||||
Receivables | 3,564 | ||||||||
Debt assumed | (6,323 | ) | |||||||
Issuance of OP Units | (7,314 | ) | |||||||
Issuance of Series A Preferred Units | (9,704 | ) | |||||||
Noncontrolling interest | (5,508 | ) | |||||||
Net assets acquired | $ | 205,740 | |||||||
These preliminary allocations are subject to revision within the measurement period, not to exceed one year from the date of the acquisitions. | |||||||||
Unaudited Pro Forma Financial Information | |||||||||
The following table illustrates the effect on net income, earnings per share —basic and diluted as if the Trust had acquired the above acquisitions as of January 1, 2014 (in thousands, except per share amounts): | |||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Revenue | $ | 27,672 | $ | 14,021 | |||||
Net income (loss) | 5,817 | (2,672 | ) | ||||||
Net income (loss) available to common shareholders | 5,530 | (2,336 | ) | ||||||
Earnings per share - basic and diluted | $ | 0.08 | $ | (0.03 | ) | ||||
Common shares issued and outstanding | 70,314,134 | 70,314,134 | |||||||
Disposition | |||||||||
On March 26, 2015, the Trust sold a 20,329 square foot medical office building located in Ohio for approximately $1.6 million and recognized a loss on sale of approximately $15,000. Due to the Trust’s adoption of Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which raises the threshold for disposals to qualify as discontinued operations, the Trust did not report this disposition as a discontinued operation. | |||||||||
Intangibles
Intangibles | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Intangibles | ||||||||||||||||||||
Intangibles | Note 4—Intangibles | |||||||||||||||||||
The following is a summary of the carrying amount of intangible assets and liabilities as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
Assets | ||||||||||||||||||||
In-place leases | $ | 97,175 | $ | (14,687 | ) | $ | 82,488 | $ | 64,777 | $ | (12,213 | ) | $ | 52,564 | ||||||
Above market leases | 11,128 | (930 | ) | 10,198 | 7,449 | (578 | ) | 6,871 | ||||||||||||
Leasehold interest | 712 | (20 | ) | 692 | 759 | (5 | ) | 754 | ||||||||||||
Below market ground lease | 158 | (1 | ) | 157 | — | — | — | |||||||||||||
Total | $ | 109,173 | $ | (15,638 | ) | $ | 93,535 | $ | 72,985 | $ | (12,796 | ) | $ | 60,189 | ||||||
Liability | ||||||||||||||||||||
Below market lease | $ | 2,645 | $ | (282 | ) | $ | 2,363 | 2,330 | (156 | ) | 2,174 | |||||||||
Above market ground lease | 701 | (8 | ) | 693 | 701 | (4 | ) | 697 | ||||||||||||
Total | $ | 3,346 | $ | (290 | ) | $ | 3,056 | $ | 3,031 | (160 | ) | $ | 2,871 | |||||||
The following is a summary of the acquired lease intangible amortization for the three month period ended March 31, 2015 and 2014, respectively (in thousands): | ||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Amortization expense related to in-place leases | $ | 2,474 | $ | 700 | ||||||||||||||||
Decrease of rental income related to above-market leases | 352 | 48 | ||||||||||||||||||
Decrease of rental income related to leasehold interest | 15 | — | ||||||||||||||||||
Increase of rental income related to below-market leases | 126 | — | ||||||||||||||||||
Decrease of operating expense related to above market ground leases | 4 | — | ||||||||||||||||||
Increase in operating expense related to below market ground lease | 1 | — | ||||||||||||||||||
Future aggregate net amortization of the acquired lease intangibles as of March 31, 2015, is as follows (in thousands): | ||||||||||||||||||||
Net Decrease in | Net Increase in | |||||||||||||||||||
Revenue | Expenses | |||||||||||||||||||
2015 | $ | (1,087 | ) | $ | 10,599 | |||||||||||||||
2016 | (1,406 | ) | 14,103 | |||||||||||||||||
2017 | (1,042 | ) | 11,691 | |||||||||||||||||
2018 | (870 | ) | 9,852 | |||||||||||||||||
2019 | (744 | ) | 7,432 | |||||||||||||||||
Thereafter | (3,377 | ) | 28,276 | |||||||||||||||||
Total | $ | (8,526 | ) | $ | 81,953 | |||||||||||||||
For the three months ended March 31, 2015, the weighted average amortization period for asset lease intangibles and liability lease intangible is nine years and 15 years, respectively. | ||||||||||||||||||||
Other_Assets
Other Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Assets | ||||||||
Other Assets | Note 5—Other Assets | |||||||
Other assets consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Straight line rent receivable | $ | 8,486 | $ | 6,431 | ||||
Lease inducements, net | 3,242 | 2,845 | ||||||
Escrows | 5,105 | 1,906 | ||||||
Earnest deposits | 2,685 | 2,343 | ||||||
Note receivable | 4,140 | — | ||||||
Prepaid expenses and other | 2,867 | 2,281 | ||||||
Total | $ | 26,525 | $ | 15,806 | ||||
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt | ||||||||
Debt | Note 6—Debt | |||||||
The following is a summary of debt as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Mortgage notes, bearing fixed interest from 4.71% to 6.58%, with a weighted average interest rate of 5.28%, and due in 2016, 2017, 2018, 2019, 2021 and 2022 collateralized by 10 properties with a net book value of $129,946. | $ | 79,156 | $ | 73,706 | ||||
Mortgage note, bearing variable interest of LIBOR plus 2.75% and due in 2017, collateralized by one property with a net book value of $6,185. | 4,365 | 4,399 | ||||||
Total mortgage debt | 83,521 | 78,105 | ||||||
$400 million unsecured revolving credit facility bearing variable interest of LIBOR plus 1.50%, due September 2018. | 73,000 | 138,000 | ||||||
Total principal | 156,521 | 216,105 | ||||||
Unamortized fair value adjustment | 431 | — | ||||||
Total debt | $ | 156,952 | $ | 216,105 | ||||
Effective September 18, 2014, the credit agreement, dated as of August 29, 2013 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Prior Credit Agreement”), among the Operating Partnership, as borrower, the Trust, certain subsidiaries and other affiliates of the Operating Partnership, as guarantors, Regions Bank, as administrative agent, Regions Capital Markets, as sole lead arranger and sole book runner, and the lenders party thereto, and all commitments provided thereunder, were terminated. All amounts due and outstanding under the Prior Credit Agreement were repaid on or prior to such date. | ||||||||
On September 18, 2014, the Operating Partnership, as borrower, and the Trust and certain subsidiaries and other affiliates of the Trust, as guarantors, entered into a credit agreement with KeyBank National Association as administrative agent, KeyBanc Capital Markets Inc., Regions Capital Markets and BMO Capital Markets, as joint lead arrangers and joint bookrunners, Regions Capital Markets and BMO Capital Markets, as co-syndication agents, and the lenders party thereto in connection with an unsecured revolving credit facility in the maximum principal amount of $400 million (“Credit Agreement”). The Credit Agreement includes a swingline loan commitment for up to 10% of the maximum principal amount and provides an accordion feature allowing the Trust to increase borrowing capacity by up to an additional $350 million, subject to customary terms and conditions, resulting in a maximum borrowing capacity of $750 million. The Credit Agreement replaced the Trust’s senior secured revolving credit facility in the maximum principal amount of $200 million under the Prior Credit Agreement. | ||||||||
The Credit Agreement has a maturity date of September 18, 2018 and includes a one year extension option. Borrowings under the Credit Agreement bear interest on the outstanding principal amount at a rate equal to LIBOR plus 1.50% to 2.20% depending on the Trust’s consolidated leverage ratio. In addition, the Credit Agreement includes an unused fee equal to 0.15% or 0.25% per annum, which is determined by usage under the Credit Agreement. As of March 31, 2015, the current interest rate on borrowings outstanding was 1.68%. | ||||||||
The Credit Agreement contains financial covenants that, among other things, require compliance with 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 Trust may, at any time, voluntarily prepay any loan under the Credit Agreement in whole or in part without premium or penalty. As of March 31, 2015, the Trust was in compliance with all financial covenants. | ||||||||
The Credit Agreement includes customary representations and warranties by the Operating Partnership, the Trust and each other guarantor and imposes customary covenants on the Operating Partnership, the Trust and each other guarantor. The Credit Agreement also contains customary events of default, and if an event of default occurs and continues, the Operating Partnership is subject to certain actions by the administrative agent, including without limitation, the acceleration of repayment of all amounts outstanding under the Credit Agreement. | ||||||||
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 + 1.50% | 0.50 | % | |||||
>35% and <45% | LIBOR + 1.65% | 0.65 | % | |||||
>45% and <45% | LIBOR + 1.75% | 0.75 | % | |||||
>45% and <50% | LIBOR + 1.85% | 0.85 | % | |||||
>50% and <55% | LIBOR + 2.00% | 1.00 | % | |||||
>55% | LIBOR + 2.20% | 1.20 | % | |||||
As of March 31, 2015, there were $73.0 million of borrowings outstanding under the Trust’s unsecured revolving credit facility and $254.6 million available for us to borrow without adding additional properties to the unencumbered borrowing base of assets, as defined by the Credit Agreement. Also, the Trust had an additional $72.4 million of availability under its unsecured revolving credit facility as of March 31, 2015 which is subject to customary property underwriting standards. | ||||||||
Certain properties have mortgage debt that contains financial covenants. As of March 31, 2015, the Trust was in compliance with all mortgage debt financial covenants. | ||||||||
Scheduled principal payments due on debt as of March 31, 2015, are as follows (in thousands): | ||||||||
2015 | $ | 1,514 | ||||||
2016 | 9,566 | |||||||
2017 | 28,922 | |||||||
2018 | 74,265 | |||||||
2019 | 20,081 | |||||||
Thereafter | 22,173 | |||||||
Total Payments | $ | 156,521 | ||||||
For the three month periods ended March 31, 2015 and 2014, the Trust incurred interest expense on its debt of $1.4 million and $1.1 million, respectively. | ||||||||
Stockbased_Compensation
Stock-based Compensation | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Stock-based Compensation | |||||||
Stock-based Compensation | Note 7—Stock-based Compensation | ||||||
The Trust follows ASC 718, Compensation — Stock Compensation (“ASC 718”), in accounting for its 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. Share-based payments classified as liability awards are marked to fair value at each reporting period. | |||||||
Certain of the Trust’s employee stock awards vest only upon the achievement of performance targets. ASC 718 requires recognition of compensation cost only when achievement of performance conditions is considered probable. Consequently, the Trust’s determination of the amount of stock compensation expense requires a significant level of judgment in estimating the probability of achievement of these performance targets. Additionally, the Trust must make estimates regarding employee forfeitures in determining compensation expense. Subsequent changes in actual experience are monitored and estimates are updated as information is available. | |||||||
In connection with the IPO, the Trust adopted the 2013 Equity Incentive Plan (“2013 Plan”), which made available 600,000 common shares to be administered by the Compensation and Nominating Governance Committee of the Board of Trustees. On August 7, 2014, at the Annual Meeting of Shareholders of Physicians Realty Trust, the Trust’s shareholders approved an amendment to the 2013 Plan to increase the number of common shares authorized for issuance under the 2013 Plan by 1,850,000 common shares, for a total of 2,450,000 common shares authorized for issuance. | |||||||
The committee has broad discretion in administering the terms of the 2013 Plan. Restricted shares granted under the 2013 Plan are eligible for dividends as well as the right to vote. The Trust granted to management and the Board of Trustees 250,000 restricted common shares upon completion of the IPO under the Trust’s 2013 Plan at a value per share of $11.50 and total value of $2.9 million with a vesting period of three years. During 2014, a total of 152,987 restricted common shares with a total value of $2.1 million were granted to Trust employees, including management, and the Board of Trustees with a one year vesting period. In the three month period ended March 31, 2015, a total of 124,609 restricted common shares with a total value of $2.0 million were granted to management and Trust employees with a one-year and three-year vesting periods, respectively. | |||||||
A summary of the status of the Trust’s nonvested restricted common shares as of March 31, 2015 and changes during the three month period then ended follow: | |||||||
Shares | Weighted | ||||||
Average Grant | |||||||
Date Fair Value | |||||||
Non-vested at December 31, 2014 | 319,654 | $ | 12.6 | ||||
Granted | 124,609 | 16.2 | |||||
Vested | (73,130 | ) | 13.47 | ||||
Non-vested at March 31, 2015 | 371,133 | $ | 13.64 | ||||
For all service awards, the Trust records compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period. For the three month periods ended March 31, 2015 and 2014, the Trust recognized non-cash share compensation of $0.7 million and $0.3 million, respectively. Unrecognized compensation expense at March 31, 2015 was $3.7 million. The Trust’s 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. | |||||||
Restricted Share Units: | |||||||
In March 2015 and March 2014, under the Trust’s 2013 Plan, the Trust granted restricted share units at target level of 116,206 and 55,680, respectively, to management and trustees, which are subject to certain performance and market conditions and a two-year and three-year service period for trustees and management, respectively. In addition, each restricted share unit contains one dividend equivalent. The recipient will accrue dividend equivalents on awarded share units equal to the cash dividend that would have been paid on the awarded share unit had the awarded share unit been an issued and outstanding common share on the record date for the dividend. | |||||||
Approximately 80% of the restricted share units vest based on certain market conditions. The market conditions were valued with the assistance of independent valuation specialists. The Trust, utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $20.06 per unit for the March 2015 grant using the following assumptions: | |||||||
Volatility | 20.7 | % | |||||
Dividend assumption | reinvested | ||||||
Expected term in years | 2.8 | ||||||
Risk-free rate | 1.14 | % | |||||
Stock price (per share) | 15.87 | ||||||
The remaining 20% of the restricted share units vest based upon certain performance conditions. With respect to the performance conditions, the grant date fair value of $15.87 per unit was based on the share price at the date of grant. The restricted stock units’ combined weighted average grant date fair value is $19.22 per unit. | |||||||
The following is a summary of the activity in the Trust’s restricted share units during the three months ended March 31, 2015: | |||||||
Restricted | Weighted | ||||||
Share Units | Average Grant | ||||||
Date Fair Value | |||||||
Non-vested at December 31, 2014 | 55,680 | $ | 16.94 | ||||
Granted | 116,206 | 19.22 | |||||
Non-vested at March 31, 2015 | 171,886 | $ | 18.48 | ||||
The Trust recognized $0.1 million of non-cash share unit compensation expense for the three months ended March 31, 2015. Unrecognized compensation expense at March 31, 2015 was $2.6 million. | |||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Measurements | ||||||||||||||
Fair Value Measurements | Note 8—Fair Value Measurements | |||||||||||||
ASC Topic 820, Fair Value Measurement (“ASC 820”), requires certain assets and liabilities be reported and/or disclosed 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 or liability. 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. | ||||||||||||||
The derivative instrument consists solely of one 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. | ||||||||||||||
The Trust measures its interest rate swap at fair value on a recurring basis. The fair values are based on Level 2 inputs described above. | ||||||||||||||
The Trust also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. This generally includes assets subject to impairment. There were no such assets measured at fair value as of March 31, 2015. | ||||||||||||||
The carrying amounts of cash and cash equivalents, tenant receivables, payables, and accrued interest are reasonable estimates of fair value because of the short term maturities of these instruments. Fair values for real estate loans receivable and mortgage debt are estimated based on rates currently prevailing for similar instruments of similar maturities and are based primarily on Level 2 inputs. | ||||||||||||||
The following table presents the fair value of the Trust’s financial instruments (in thousands). | ||||||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Real estate loans receivable | $ | 16,094 | $ | 16,094 | $ | 15,876 | $ | 15,876 | ||||||
Credit facility | $ | (73,000 | ) | $ | (73,000 | ) | $ | (138,000 | ) | $ | (138,000 | ) | ||
Mortgage debt | $ | (83,952 | ) | $ | (84,393 | ) | $ | (78,105 | ) | $ | (78,642 | ) | ||
Derivative liabilities | $ | (1,200 | ) | $ | (1,200 | ) | $ | (233 | ) | $ | (233 | ) | ||
Tenant_Operating_Leases
Tenant Operating Leases | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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 2015 through 2034. As of March 31, 2015, the future minimum rental payments on non-cancelable leases, exclusive of expense recoveries, were as follows (in thousands): | |||||
2015 | $ | 62,296 | |||
2016 | 81,970 | ||||
2017 | 79,681 | ||||
2018 | 75,377 | ||||
2019 | 71,142 | ||||
Thereafter | 485,793 | ||||
Total | $ | 856,259 | |||
Rent_Expense
Rent Expense | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Rent Expense | |||||
Rent Expense | Note 10—Rent Expense | ||||
The Trust leases the rights to a parking structure at one of its properties and the land upon which seven of its properties are located from third party land owners pursuant to separate ground and parking leases. The parking and ground leases require fixed annual rental payments and may also include escalation clauses and renewal options. These leases have terms up to 67 years remaining, excluding extension options. As of March 31, 2015, the future minimum lease obligations under non-cancelable parking and ground leases were as follows (in thousands): | |||||
2015 | $ | 1,171 | |||
2016 | 1,572 | ||||
2017 | 1,610 | ||||
2018 | 1,651 | ||||
2019 | 1,694 | ||||
Thereafter | 27,976 | ||||
Total | $ | 35,674 | |||
Rent expense for the parking and ground leases of $0.4 million and $0.1 million for the three months ended March 31, 2015 and 2014, respectively, are reported in operating expenses in the consolidated statements of operations. | |||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share | ||||||||
Earnings Per Share | Note 11—Earnings Per Share | |||||||
The following table shows the amounts used in computing the Trust’s basic and diluted earnings per share. (in thousands, except share and per share data): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Numerator for earnings per share — basic and diluted: | ||||||||
Net loss | $ | (448 | ) | $ | (3,558 | ) | ||
Net (income) loss attributable to noncontrolling interests: | ||||||||
Operating Partnerhip | 24 | 531 | ||||||
Partially owned properties | (32 | ) | (66 | ) | ||||
Preferred distribution | (66 | ) | — | |||||
Numerator for earnings per share — basic and diluted | $ | (522 | ) | $ | (3,093 | ) | ||
Denominator for earnings per share - basic and diluted shares: | 65,649,478 | 21,298,597 | ||||||
Earnings per share - basic and diluted | $ | (0.01 | ) | $ | (0.15 | ) | ||
There were 426,164 restricted common shares and OP Units outstanding related to the 2013 Plan during the three months ended March 31, 2015. However, these restricted common shares and OP Units are not dilutive due to the net loss. | ||||||||
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Subsequent Events. | |||||||||
Subsequent Events | Note 12—Subsequent Events | ||||||||
The Trust, through subsidiaries of its Operating Partnership, closed on the below acquisitions: | |||||||||
Property(1) | Location | Acquisition | Purchase | ||||||
Date | Price | ||||||||
(in thousands) | |||||||||
Premier Surgery Center of Louisville | Louisville, KY | April 10, 2015 | $ | 8,000 | |||||
Baton Rouge MOB | Baton Rouge, LA | April 15, 2015 | 10,486 | ||||||
Health Park MOB | Grand Blanc, MI | April 30, 2015 | 18,913 | ||||||
Plaza HCA MOB | Jacksonville, FL | April 30, 2015 | 19,000 | ||||||
$ | 56,399 | ||||||||
-1 | “MOB” means medical office building. | ||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation |
Property holding entities and other subsidiaries of which the Trust or the Operating Partnership 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 in consolidation. For entities in which the Trust owns less than 100% of the equity interest, the Trust consolidates the property if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, the Trust records a noncontrolling interest representing equity held by noncontrolling interests. | |
U.S. generally accepted accounting principles (“GAAP”) requires the Trust to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Trust consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Trust may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. | |
The Trust identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Trust performs this analysis on an ongoing basis. | |
Noncontrolling Interests | |
Noncontrolling Interests | |
The Trust presents the portion of any equity it does not own in entities that it controls (and thus consolidates) as noncontrolling interests and classifies such interests as a component of consolidated equity, separate from the Trust’s total shareholders’ equity, on the consolidated balance sheets. | |
Operating Partnership: Net income or loss is allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units held by the noncontrolling interests and the Trust. Issuance of additional Common Shares and OP Units changes the ownership interests of both the noncontrolling interests and the Trust. Such transactions and the related proceeds are treated as capital transactions. | |
During the three months ended March 31, 2015, the Operating Partnership partially funded a property acquisition by issuing an aggregate of 420,963 OP Units valued at approximately $7.3 million. The acquisition had a total purchase price of approximately $10.0 million. | |
Noncontrolling interests in the Trust represent OP Units held by the Predecessor’s prior investors and other investors. As of March 31, 2015, the Trust held a 95.1% 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 OP 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 OP 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 unregistered common shares on a one-for-one basis. Such selection to pay cash or issue common shares to satisfy an OP Unit holder’s redemption request is solely within the control of the Trust. 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. | |
Partially Owned Properties: The Trust reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Trust that are not wholly owned by the Trust. The earnings or losses from those properties attributable to the noncontrolling interests are reflected as net income or loss attributable to noncontrolling interests partially owned properties in the consolidated statement of operations. | |
Redeemable Noncontrolling Interests — Operating Partnership and Partially Owned Properties | |
On February 5, 2015, the Trust entered into a Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) which provides for the designation and issuance of the newly designated Series A Participating Redeemable Preferred Units of the operating partnership (“Series A Preferred Units”). The Series A Preferred Units will have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation. In addition, the Series A Preferred Units will be redeemable at the option of the holders on or after the one year anniversary of their issuance, which redemption obligation may be satisfied, at the Trust’s option, in cash or registered common shares. Instruments that require settlement in registered shares may not be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares. | |
On February 5, 2015, the acquisition of the Minnetonka MOB was partially funded with the issuance of 44,685 Series A Preferred Units with a value of $9.7 million. Due to the redemption rights associated with the Series A Preferred Units the Trust classifies the Series A Preferred Units in the mezzanine section of its consolidated balance sheet. | |
A noncontrolling interest of a consolidated joint venture was classified as redeemable at March 31, 2015. Accordingly, the Trust records the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. The Trust’s joint venture partner has certain redemption rights with respect to their noncontrolling interest in the joint venture that are outside of the Trust’s control, and therefore, the redeemable noncontrolling interest is classified in the mezzanine section of the Trust’s consolidated balance sheet. The Trust recognizes changes in carrying value of redeemable noncontrolling interests through additional paid-in-capital. | |
Dividends and Distributions | Dividends and Distributions |
On March 31, 2015, the Trust’s Board of Trustees declared a cash dividend of $0.225 per common share for the quarterly period ended March 31, 2015. The dividend was paid on May 1, 2015 to common shareholders and common OP Unit holders of record on April 17, 2015. | |
Purchase of Investment Properties | Purchase of Investment Properties |
A property acquired not subject to an existing lease is treated as an asset acquisition and recorded at its purchase price, inclusive of acquisition costs, allocated between the acquired tangible assets and assumed liabilities based upon their relative fair values at the date of acquisition. A property acquired with an existing lease is accounted for as a business combination pursuant to the acquisition method in accordance with ASC Topic 805, Business Combinations (“ASC 805”), and assets acquired and liabilities assumed, including identified intangible assets and liabilities, are recorded at fair value. | |
The determination of fair value involves the use of significant judgment and estimation. The Trust makes estimates of the fair value of the tangible and intangible acquired assets and assumed liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence and may include the assistance of a third party appraiser. The Trust estimates the fair value of buildings acquired on an as-if-vacant basis and depreciates the building value over the estimated remaining life of the building. The Trust determines the allocated value of other fixed assets, such as site improvements, based upon the replacement cost and depreciates such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. The fair value of land is determined either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within the Trust’s portfolio. | |
In recognizing identified intangible assets and liabilities in connection with a business combination, 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. | |
The values assigned to all lease intangible assets and liabilities 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. | |
The Trust calculates the fair value of any long-term debt assumed by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which the Trust approximates based on the rate at which it would expect to incur on a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument. | |
Based on these estimates, the Trust recognizes the acquired assets and assumed liabilities at their estimated fair values, which are generally determined using Level 3 inputs, such as market rental rates, capitalization rates, discount rates, or other available market data. Initial valuations are subject to change until the information is finalized, no later than 12 months from the acquisition date. The Trust expenses transaction costs associated with acquisitions accounted for as business combinations in the period incurred. | |
Impairment of Intangible and Long-Lived Assets | Impairment of Intangible and Long-Lived Assets |
The Trust periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators or whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. If indicators of impairment are present, the Trust evaluates the carrying value of the related real estate properties in relation to the undiscounted expected future cash flows of the underlying operations. In performing this evaluation, management considers market conditions and current intentions with respect to holding or disposing of the real estate property. The Trust adjusts the net book value of real estate properties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. The Trust recognizes an impairment loss at the time it makes any such determination. If the Trust determines 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. Fair value is typically determined using a discounted future cash flow analysis or other acceptable valuation techniques, which are based, in turn, upon Level 3 inputs, such as revenue and expense growth rates, capitalization rates, discount rates or other available market data. | |
The Trust did not record an impairment charge in either the three months ended March 31, 2015 or 2014. | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities |
The Trust reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, the Trust’s share of the investee’s earnings or losses is included in its consolidated statements of operations. The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the equity interest. | |
Real Estate Loans Receivable | Real Estate Loans Receivable |
Real estate loans receivable consists of a mezzanine loan and a term loan which are collateralized by an equity interest in a two medical office building developments. Interest income on the loans are recognized as earned based on the terms of the loans subject to evaluation of collectability risks and are included in the Trust’s consolidated statement of operations. | |
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 $8.5 million and $6.4 million as of March 31, 2015 and December 31, 2014, 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 adjusted by amortization of lease inducements and above or below market rents on certain leases. Lease inducements and above or below 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 responsible for operating and building expenses. For absolute net leases, the Trust does not recognize expense recoveries. | |
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 elected to be taxed as a real estate investment trust (“REIT”) for federal tax purposes commencing with the filing of its tax return for the short taxable year ending December 31, 2013. The Trust had no taxable income prior to electing REIT status. To qualify as a REIT, the Trust must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its shareholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). 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. | |
Management Estimates | Management Estimates |
The preparation of consolidated financial statements in conformity with GAAP 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 financial statements and the amounts of revenue and expenses reported in the period. Significant estimates are made for the fair value assessments with respect to purchase price allocations, impairment assessments, and the valuation of financial instruments. Actual results could differ from these estimates. | |
Contingent Liabilities | Contingent Liabilities |
The Trust records a liability for contingent consideration (included in accrued expenses and other liabilities on its consolidated balance sheets) at fair value as of the acquisition date and reasseses the fair value at the end of each reporting period, with any changes being recognized in earnings. Increases or decreases in the fair value of contingent consideration can result from changes in discount periods, discount rates and probabilities that contingencies will be met. | |
Reclassifications | Reclassifications |
Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the previously reported consolidated financial position or consolidated results of operations. | |
New Accounting Pronouncements | New Accounting Pronouncements |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which creates a new Topic, Accounting Standards Codification Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This standard is effective for interim or annual periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. Early adoption of this standard is not allowed. The Trust is currently evaluating the impact the adoption of Topic 606 will have on its consolidated financial statements. | |
In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. This update is intended to improve targeted areas of consolidation guidance by simplifying the consolidation evaluation process, and by placing more emphasis on risk of loss when determining a controlling financial interest. The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015. The Trust is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. | |
In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The impact will be a reduction of other assets and the associated reported debt liability. | |
Acquisitions_and_Disposition_T
Acquisitions and Disposition (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Acquisitions and Disposition | |||||||||
Schedule of acquisitions and aggregate purchase price | Property(1) | Location | Acquisition | Purchase | |||||
Date | Price | ||||||||
(in thousands) | |||||||||
Minnesota Portfolio (2) | |||||||||
Edina MOB (6) | Edina, MN | January 22, 2015 | $ | 14,190 | |||||
Savage MOB (6) | Savage, MN | January 22, 2015 | 12,800 | ||||||
Crystal MOB (6) | Crystal, MN | January 22, 2015 | 14,782 | ||||||
Dell Rd. MOB (6) | Chanhassen, MN | January 22, 2015 | 6,410 | ||||||
Vadnais Heights MOB (6) | Vadnais Heights, MN | January 29, 2015 | 18,422 | ||||||
Minnetonka MOB (6)(3) | Minnetonka, MN | February 5, 2015 | 26,000 | ||||||
Jamestown MOB (6) | Jamestown, ND | February 5, 2015 | 12,819 | ||||||
Minnesota Eye MOB (6) | Minnetonka, MN | February 17, 2015 | 10,882 | ||||||
Columbus MOB (4)(6) | Columbus, GA | January 23, 2015 | 6,540 | ||||||
Methodist Sports MOB (5)(7) | Greenwood, IN | January 28, 2015 | 10,000 | ||||||
Indianapolis South 4 MOBs (6) | Greenwood, IN | February 13, 2015 | 17,183 | ||||||
Bridgeport Medical Center (6) | Lakewood, WA | February 27, 2015 | 13,750 | ||||||
Baylor Cancer Center (6) | Dallas, TX | February 27, 2015 | 8,200 | ||||||
Renaissance Office Building (6) | Milwaukee, WI | March 27, 2015 | 6,500 | ||||||
University of Rochester Strong Memorial Portfolio 5 MOBs (6) | Rochester, NY | March 31, 2015 | 41,000 | ||||||
Avalon Park Florida Hospital MOB (6) | Avalon Park, FL | March 31, 2015 | 14,600 | ||||||
$ | 234,078 | ||||||||
-1 | “MOB” means medical office building. | ||||||||
-2 | Through subsidiaries of the Operating Partnership, the Trust acquired seven medical office facilities located in the Minneapolis-St. Paul Metropolitan area and one additional medical office facility located in Jamestown, North Dakota from affiliates of The Davis Group and investors associated with The Davis Group. The Davis Group retained a less than 1% minority interest in the property holding entities. | ||||||||
-3 | The Operating Partnership partially funded the purchase price of this acquisition by issuing a total of 44,685 Series A Preferred Units valued at approximately $9.7 million in the aggregate on the date of issuance to affiliates of The Davis Group. Holders of the Series A Preferred Units issued in connection with the acquisition of the Minnetonka MOB are entitled to certain redemption rights under the partnership agreement of the Operating Partnership which allow them to cause the Operating Partnership to redeem the Series A Preferred Units in exchange for cash, or at the Trust’s option, for common shares, pursuant to a formula provided in the partnership agreement and currently on an approximately one-for-12.65 basis. The investors in the Series A Preferred Units have agreed not cause the Operating Partnership to redeem their Series A Preferred Units prior to February 5, 2016. | ||||||||
-4 | This is the final building of the previously announced $34.5 million portfolio of 13 on-campus medical office facilities located in Columbus, Georgia. | ||||||||
-5 | The Trust accounted for this acquisition as asset acquisition and capitalized $0.1 million of total acquisition costs to the basis of the property. | ||||||||
-6 | The Trust accounted for these acquisitions as business combinations pursuant to the acquisition method and expensed total acquisition costs of $5.9 million. | ||||||||
-7 | The Operating Partnership partially funded the purchase price of this acquisition by issuing a total of 420,963 OP Units valued at approximately $7.3 million in the aggregate on the date of issuance. | ||||||||
Schedule of preliminary purchase price allocations of assets acquired and liabilities assumed | The following table summarizes the acquisition date fair values of the assets acquired and the liabilities assumed, which the Trust determined using level 2 and level 3 inputs (in thousands): | ||||||||
Land | $ | 21,075 | |||||||
Building and improvements | 175,050 | ||||||||
In-place lease intangible | 32,398 | ||||||||
Above market in-place lease intangible | 3,679 | ||||||||
Below market in-place lease intangible | (315 | ) | |||||||
Below market in-place ground lease | 158 | ||||||||
Lease inducement | 462 | ||||||||
Contingent consideration | (1,482 | ) | |||||||
Receivables | 3,564 | ||||||||
Debt assumed | (6,323 | ) | |||||||
Issuance of OP Units | (7,314 | ) | |||||||
Issuance of Series A Preferred Units | (9,704 | ) | |||||||
Noncontrolling interest | (5,508 | ) | |||||||
Net assets acquired | $ | 205,740 | |||||||
Schedule of pro forma combined revenue, net income, and earnings per share-basic and diluted | The following table illustrates the effect on net income, earnings per share —basic and diluted as if the Trust had acquired the above acquisitions as of January 1, 2014 (in thousands, except per share amounts): | ||||||||
Three Months Ended March 31, | |||||||||
2015 | 2014 | ||||||||
Revenue | $ | 27,672 | $ | 14,021 | |||||
Net income (loss) | 5,817 | (2,672 | ) | ||||||
Net income (loss) available to common shareholders | 5,530 | (2,336 | ) | ||||||
Earnings per share - basic and diluted | $ | 0.08 | $ | (0.03 | ) | ||||
Common shares issued and outstanding | 70,314,134 | 70,314,134 | |||||||
Intangibles_Tables
Intangibles (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
Intangibles | ||||||||||||||||||||
Summary of the carrying amount of intangible assets and liabilities | The following is a summary of the carrying amount of intangible assets and liabilities as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||
Cost | Accumulated | Net | Cost | Accumulated | Net | |||||||||||||||
Amortization | Amortization | |||||||||||||||||||
Assets | ||||||||||||||||||||
In-place leases | $ | 97,175 | $ | (14,687 | ) | $ | 82,488 | $ | 64,777 | $ | (12,213 | ) | $ | 52,564 | ||||||
Above market leases | 11,128 | (930 | ) | 10,198 | 7,449 | (578 | ) | 6,871 | ||||||||||||
Leasehold interest | 712 | (20 | ) | 692 | 759 | (5 | ) | 754 | ||||||||||||
Below market ground lease | 158 | (1 | ) | 157 | — | — | — | |||||||||||||
Total | $ | 109,173 | $ | (15,638 | ) | $ | 93,535 | $ | 72,985 | $ | (12,796 | ) | $ | 60,189 | ||||||
Liability | ||||||||||||||||||||
Below market lease | $ | 2,645 | $ | (282 | ) | $ | 2,363 | 2,330 | (156 | ) | 2,174 | |||||||||
Above market ground lease | 701 | (8 | ) | 693 | 701 | (4 | ) | 697 | ||||||||||||
Total | $ | 3,346 | $ | (290 | ) | $ | 3,056 | $ | 3,031 | (160 | ) | $ | 2,871 | |||||||
Summary of the carrying amount of acquired lease intangibles | The following is a summary of the acquired lease intangible amortization for the three month period ended March 31, 2015 and 2014, respectively (in thousands): | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Amortization expense related to in-place leases | $ | 2,474 | $ | 700 | ||||||||||||||||
Decrease of rental income related to above-market leases | 352 | 48 | ||||||||||||||||||
Decrease of rental income related to leasehold interest | 15 | — | ||||||||||||||||||
Increase of rental income related to below-market leases | 126 | — | ||||||||||||||||||
Decrease of operating expense related to above market ground leases | 4 | — | ||||||||||||||||||
Increase in operating expense related to below market ground lease | 1 | — | ||||||||||||||||||
Schedule of future amortization of the acquired lease intangibles | Future aggregate net amortization of the acquired lease intangibles as of March 31, 2015, is as follows (in thousands): | |||||||||||||||||||
Net Decrease in | Net Increase in | |||||||||||||||||||
Revenue | Expenses | |||||||||||||||||||
2015 | $ | (1,087 | ) | $ | 10,599 | |||||||||||||||
2016 | (1,406 | ) | 14,103 | |||||||||||||||||
2017 | (1,042 | ) | 11,691 | |||||||||||||||||
2018 | (870 | ) | 9,852 | |||||||||||||||||
2019 | (744 | ) | 7,432 | |||||||||||||||||
Thereafter | (3,377 | ) | 28,276 | |||||||||||||||||
Total | $ | (8,526 | ) | $ | 81,953 | |||||||||||||||
Other_Assets_Tables
Other Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Assets | ||||||||
Schedule Of Other Assets | Other assets consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Straight line rent receivable | $ | 8,486 | $ | 6,431 | ||||
Lease inducements, net | 3,242 | 2,845 | ||||||
Escrows | 5,105 | 1,906 | ||||||
Earnest deposits | 2,685 | 2,343 | ||||||
Note receivable | 4,140 | — | ||||||
Prepaid expenses and other | 2,867 | 2,281 | ||||||
Total | $ | 26,525 | $ | 15,806 | ||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt | ||||||||
Schedule of debt | The following is a summary of debt as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Mortgage notes, bearing fixed interest from 4.71% to 6.58%, with a weighted average interest rate of 5.28%, and due in 2016, 2017, 2018, 2019, 2021 and 2022 collateralized by 10 properties with a net book value of $129,946. | $ | 79,156 | $ | 73,706 | ||||
Mortgage note, bearing variable interest of LIBOR plus 2.75% and due in 2017, collateralized by one property with a net book value of $6,185. | 4,365 | 4,399 | ||||||
Total mortgage debt | 83,521 | 78,105 | ||||||
$400 million unsecured revolving credit facility bearing variable interest of LIBOR plus 1.50%, due September 2018. | 73,000 | 138,000 | ||||||
Total principal | 156,521 | 216,105 | ||||||
Unamortized fair value adjustment | 431 | — | ||||||
Total debt | $ | 156,952 | $ | 216,105 | ||||
Schedule of consolidated leverage ratios | Consolidated Leverage | Adjusted LIBOR Rate Loans | Base Rate Loans | |||||
Ratio | and Letter of Credit Fee | |||||||
<35% | LIBOR + 1.50% | 0.50 | % | |||||
>35% and <45% | LIBOR + 1.65% | 0.65 | % | |||||
>45% and <45% | LIBOR + 1.75% | 0.75 | % | |||||
>45% and <50% | LIBOR + 1.85% | 0.85 | % | |||||
>50% and <55% | LIBOR + 2.00% | 1.00 | % | |||||
>55% | LIBOR + 2.20% | 1.20 | % | |||||
Schedule of principal payments due on debt | Scheduled principal payments due on debt as of March 31, 2015, are as follows (in thousands): | |||||||
2015 | $ | 1,514 | ||||||
2016 | 9,566 | |||||||
2017 | 28,922 | |||||||
2018 | 74,265 | |||||||
2019 | 20,081 | |||||||
Thereafter | 22,173 | |||||||
Total Payments | $ | 156,521 | ||||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Stock-based Compensation | |||||||
Schedule of non-vested restricted common shares | Shares | Weighted | |||||
Average Grant | |||||||
Date Fair Value | |||||||
Non-vested at December 31, 2014 | 319,654 | $ | 12.6 | ||||
Granted | 124,609 | 16.2 | |||||
Vested | (73,130 | ) | 13.47 | ||||
Non-vested at March 31, 2015 | 371,133 | $ | 13.64 | ||||
Schedule of weighted average grant date fair value assumptions | Volatility | 20.7 | % | ||||
Dividend assumption | reinvested | ||||||
Expected term in years | 2.8 | ||||||
Risk-free rate | 1.14 | % | |||||
Stock price (per share) | 15.87 | ||||||
Summary of the activity in the restricted share units | Restricted | Weighted | |||||
Share Units | Average Grant | ||||||
Date Fair Value | |||||||
Non-vested at December 31, 2014 | 55,680 | $ | 16.94 | ||||
Granted | 116,206 | 19.22 | |||||
Non-vested at March 31, 2015 | 171,886 | $ | 18.48 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value Measurements | ||||||||||||||
Schedule of fair value of other financial instruments | The following table presents the fair value of the Trust’s financial instruments (in thousands). | |||||||||||||
March 31, | December 31, | |||||||||||||
2015 | 2014 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Real estate loans receivable | $ | 16,094 | $ | 16,094 | $ | 15,876 | $ | 15,876 | ||||||
Credit facility | $ | (73,000 | ) | $ | (73,000 | ) | $ | (138,000 | ) | $ | (138,000 | ) | ||
Mortgage debt | $ | (83,952 | ) | $ | (84,393 | ) | $ | (78,105 | ) | $ | (78,642 | ) | ||
Derivative liabilities | $ | (1,200 | ) | $ | (1,200 | ) | $ | (233 | ) | $ | (233 | ) | ||
Tenant_Operating_Leases_Tables
Tenant Operating Leases (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Tenant Operating Leases | |||||
Schedule of future minimum rental payments on non-cancelable leases, exclusive of expense recoveries | The Trust is lessor of medical office buildings and other healthcare facilities. Leases have expirations from 2015 through 2034. As of March 31, 2015, the future minimum rental payments on non-cancelable leases, exclusive of expense recoveries, were as follows (in thousands): | ||||
2015 | $ | 62,296 | |||
2016 | 81,970 | ||||
2017 | 79,681 | ||||
2018 | 75,377 | ||||
2019 | 71,142 | ||||
Thereafter | 485,793 | ||||
Total | $ | 856,259 | |||
Rent_Expense_Tables
Rent Expense (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Rent Expense | |||||
Schedule of future minimum lease obligations under non-cancelable ground leases | As of March 31, 2015, the future minimum lease obligations under non-cancelable parking and ground leases were as follows (in thousands): | ||||
2015 | $ | 1,171 | |||
2016 | 1,572 | ||||
2017 | 1,610 | ||||
2018 | 1,651 | ||||
2019 | 1,694 | ||||
Thereafter | 27,976 | ||||
Total | $ | 35,674 | |||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share | ||||||||
Schedule of amounts used in computing basic and diluted earnings per share | The following table shows the amounts used in computing the Trust’s basic and diluted earnings per share. (in thousands, except share and per share data): | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Numerator for earnings per share — basic and diluted: | ||||||||
Net loss | $ | (448 | ) | $ | (3,558 | ) | ||
Net (income) loss attributable to noncontrolling interests: | ||||||||
Operating Partnerhip | 24 | 531 | ||||||
Partially owned properties | (32 | ) | (66 | ) | ||||
Preferred distribution | (66 | ) | — | |||||
Numerator for earnings per share — basic and diluted | $ | (522 | ) | $ | (3,093 | ) | ||
Denominator for earnings per share - basic and diluted shares: | 65,649,478 | 21,298,597 | ||||||
Earnings per share - basic and diluted | $ | (0.01 | ) | $ | (0.15 | ) | ||
Subsequent_Events_Tables
Subsequent Events (Tables) (Medical Building, Operating Partnership) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Medical Building | Operating Partnership | |||||||||
Subsequent events | |||||||||
Schedule of acquisitions through subsidiaries of operating partnership | |||||||||
Property(1) | Location | Acquisition | Purchase | ||||||
Date | Price | ||||||||
(in thousands) | |||||||||
Premier Surgery Center of Louisville | Louisville, KY | April 10, 2015 | $ | 8,000 | |||||
Baton Rouge MOB | Baton Rouge, LA | April 15, 2015 | 10,486 | ||||||
Health Park MOB | Grand Blanc, MI | April 30, 2015 | 18,913 | ||||||
Plaza HCA MOB | Jacksonville, FL | April 30, 2015 | 19,000 | ||||||
$ | 56,399 | ||||||||
-1 | “MOB” means medical office building. | ||||||||
Organization_and_Business_Deta
Organization and Business (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jan. 21, 2015 | Mar. 31, 2015 | Aug. 19, 2014 | Dec. 31, 2014 |
Organization and Business | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||
Organization and Business | ||||
Number of shares issued | 18,975,000 | |||
Shares issued upon exercise of the underwriters' overallotment option | 2,475,000 | |||
Number of partnership units issued | 18,975,000 | |||
Units | ||||
Organization and Business | ||||
Net proceeds from issuance of shares | 297.7 | |||
ATM Program | Operating Partnership | ||||
Organization and Business | ||||
Number of shares issued | 247,397 | |||
Net proceeds from issuance of shares | 4.1 | |||
Commission on sale of shares | 0.1 | |||
ATM Program | Maximum | ||||
Organization and Business | ||||
Aggregate offering price of common stock | $150 | |||
ATM Program | Weighted average | Operating Partnership | ||||
Organization and Business | ||||
Price of common share | $16.96 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Principles of Consolidation | |
Ownership interest in consolidated subsidiaries (as a percent) | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 0 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Feb. 05, 2015 | Jan. 21, 2015 | |
Noncontrolling Interests | ||||
Number of partnership units issued | 18,975,000 | |||
Repayment of outstanding indebtedness | $466,000 | $384,000 | ||
Purchase price | 234,078,000 | |||
Operating partnership units redemption ratio | 1 | |||
Minnetonka MOB | Series A Preferred units | ||||
Noncontrolling Interests | ||||
Number of units issued for funding purchase price | 44,685 | |||
Value of units issued for funding purchase price | 9,700,000 | |||
Operating Partnership | ||||
Noncontrolling Interests | ||||
Purchase price | 10,000,000 | |||
Percentage of interest held | 95.10% | |||
Operating Partnership | Units | ||||
Noncontrolling Interests | ||||
Number of units issued for funding purchase price | 420,963 | |||
Value of units issued for funding purchase price | $7,300,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Dividends and Distributions | |||
Cash dividend declared to common shareholders (in dollars per share) | $0.23 | $0.23 | |
Rental Revenue | |||
Rental revenue due in excess of amounts currently due from tenants | $8.50 | $6.40 | |
Minimum | |||
Income taxes | |||
Distribution requirement to shareholders to qualify as a REIT | 90.00% |
Acquisitions_and_Disposition_D
Acquisitions and Disposition (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 22, 2015 | Jan. 29, 2015 | Feb. 05, 2015 | Feb. 17, 2015 | Jan. 23, 2015 | Feb. 13, 2015 | Jan. 28, 2015 | Feb. 27, 2015 | Mar. 27, 2015 | Mar. 31, 2015 | |
building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | $234,078,000 | |||||||||||
Operating partnership units redemption ratio | 1 | |||||||||||
Acquisition expenses | 5,932,000 | 4,287,000 | ||||||||||
Revenue | 24,484,000 | 8,032,000 | ||||||||||
Net (loss) income | -448,000 | -3,558,000 | ||||||||||
Fair values of the assets acquired and the liabilities assumed | ||||||||||||
Land | 21,075,000 | 21,075,000 | ||||||||||
Building and improvements | 175,050,000 | 175,050,000 | ||||||||||
Lease inducement | 462,000 | 462,000 | ||||||||||
Contingent consideration | -1,482,000 | -1,482,000 | ||||||||||
Receivable | 3,564,000 | 3,564,000 | ||||||||||
Debt assumed | -6,323,000 | -6,323,000 | ||||||||||
Issuance of OP units | -7,314,000 | -7,314,000 | ||||||||||
Noncontrolling interest | 5,508,000 | |||||||||||
Net assets acquired | 205,740,000 | 205,740,000 | ||||||||||
Series A Preferred units | ||||||||||||
Fair values of the assets acquired and the liabilities assumed | ||||||||||||
Issuance of preferred units | -9,704,000 | |||||||||||
In-place leases | ||||||||||||
Fair values of the assets acquired and the liabilities assumed | ||||||||||||
In-place leases | 32,398,000 | 32,398,000 | ||||||||||
Above market leases | ||||||||||||
Fair values of the assets acquired and the liabilities assumed | ||||||||||||
In-place leases | 3,679,000 | 3,679,000 | ||||||||||
Below market in-place lease | ||||||||||||
Fair values of the assets acquired and the liabilities assumed | ||||||||||||
In-place leases | 158,000 | 158,000 | ||||||||||
Below Market Ground Lease | ||||||||||||
Fair values of the assets acquired and the liabilities assumed | ||||||||||||
Intangible leases | -315,000 | -315,000 | ||||||||||
Edina, MN | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 14,190,000 | |||||||||||
Savage, MN | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 12,800,000 | |||||||||||
Crystal, MN | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 14,782,000 | |||||||||||
Chanhassen, MN | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 6,410,000 | |||||||||||
Vadnais Heights, MN | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 18,422,000 | |||||||||||
Minnetonka, MN | Series A Preferred units | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Operating partnership units redemption ratio | 0.0791 | |||||||||||
Number of units issued for funding purchase price | 44,685 | |||||||||||
Value of units issued for funding purchase price | 9,700,000 | |||||||||||
Minnetonka, MN | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 26,000,000 | 10,882,000 | ||||||||||
Jamestown, ND | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Number of medical office buildings | 1 | |||||||||||
Jamestown, ND | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 12,819,000 | |||||||||||
Columbus, GA | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Number of medical office buildings | 13 | |||||||||||
Acquisition price | 34,500,000 | |||||||||||
Columbus, GA | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 6,540,000 | |||||||||||
Greenwood, IN | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 17,183,000 | 10,000,000 | ||||||||||
Acquisition costs capitalized | 100,000 | |||||||||||
Lakewood, WA | Medical Center | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 13,750,000 | |||||||||||
Dallas, TX | Cancer Center | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 8,200,000 | |||||||||||
Milwaukee, WI | Surgical Center | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 6,500,000 | |||||||||||
Rochester, NY | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 41,000,000 | |||||||||||
Avalon Park, FL | Medical Building | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 14,600,000 | |||||||||||
Minneapolis, St. Paul | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Number of medical office buildings | 7 | |||||||||||
2015 acquisitions | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Number of medical office buildings | 23 | |||||||||||
Number of states | 9 | 9 | ||||||||||
Revenue | 3,000,000 | |||||||||||
Net (loss) income | 800,000 | |||||||||||
2015 acquisitions | Maximum | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Minority interest in property holding entities | 1.00% | |||||||||||
Operating Partnership | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Acquisition price | 10,000,000 | |||||||||||
Operating Partnership | Units | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Number of units issued for funding purchase price | 420,963 | |||||||||||
Value of units issued for funding purchase price | 7,300,000 | 7,300,000 | ||||||||||
Operating Partnership | Greenwood, IN | Units | ||||||||||||
Acquisitions and Disposition | ||||||||||||
Number of units issued for funding purchase price | 420,963 | |||||||||||
Value of units issued for funding purchase price | $7,300,000 |
Acquisitions_and_Disposition_D1
Acquisitions and Disposition (Detail 2) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Unaudited Pro Forma Financial Information | ||
Revenue | $27,672 | $14,021 |
Net income (loss) | 5,817 | -2,672 |
Net income (loss) available to common shareholders | $5,530 | ($2,336) |
Earnings per share - basic (in dollars per share) | $0.08 | ($0.03) |
Common shares issued and outstanding | 70,314,134 | 70,314,134 |
Acquisitions_and_Disposition_D2
Acquisitions and Disposition (Details 3) (Medical Building, USD $) | 0 Months Ended | |
Mar. 26, 2015 | Mar. 26, 2015 | |
sqft | ||
Medical Building | ||
Acquisitions and Disposition | ||
Area of property (in square feet) | 20,329 | 20,329 |
Proceeds from sale of building | $1,600,000 | |
Loss on sale of buildings | $15,000 |
Intangibles_Details
Intangibles (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Intangibles | ||
Cost | $109,173 | $72,985 |
Accumulated Amortization | -15,638 | -12,796 |
Total | 93,535 | 60,189 |
Liability | ||
Cost | 3,346 | 3,031 |
Accumulated Amortization | -290 | -160 |
Total | 3,056 | 2,871 |
In-place leases | ||
Intangibles | ||
Cost | 97,175 | 64,777 |
Accumulated Amortization | -14,687 | -12,213 |
Total | 82,488 | 52,564 |
Above market leases | ||
Intangibles | ||
Cost | 11,128 | 7,449 |
Accumulated Amortization | -930 | -578 |
Total | 10,198 | 6,871 |
Leasehold interest | ||
Intangibles | ||
Cost | 712 | 759 |
Accumulated Amortization | -20 | -5 |
Total | 692 | 754 |
Below market in-place lease | ||
Intangibles | ||
Cost | 158 | |
Accumulated Amortization | -1 | |
Total | 157 | |
Liability | ||
Below market lease, cost | 2,645 | 2,330 |
Below market lease, accumulated amortization | -282 | -156 |
Below Market Lease, Net | 2,363 | 2,174 |
Above market ground lease | ||
Liability | ||
Cost | 701 | 701 |
Accumulated Amortization | -8 | -4 |
Total | $693 | $697 |
Intangibles_Details_2
Intangibles (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Intangibles | ||
Amortization expense | $2,474 | $700 |
Above market leases | ||
Intangibles | ||
Decrease of rental income | 352 | 48 |
Leasehold interest | ||
Intangibles | ||
Decrease of rental income | 15 | |
Below market in-place lease | ||
Intangibles | ||
Increase of rental income | 126 | |
Above market ground lease | ||
Intangibles | ||
Decrease (increase) of operating expense | 4 | |
Below Market Ground Lease | ||
Intangibles | ||
Decrease (increase) of operating expense | ($1) |
Intangibles_Details_3
Intangibles (Details 3) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Future aggregate net amortization of acquired lease intangibles (Net Increase in Expenses) | |
2015 | $10,599 |
2016 | 14,103 |
2017 | 11,691 |
2018 | 9,852 |
2019 | 7,432 |
Thereafter | 28,276 |
Total | 81,953 |
Weighted average amortization period for lease intangibles | 9 years |
Future aggregate net amortization of acquired lease intangibles (Net decrease in Revenue) | |
2015 | -1,087 |
2016 | -1,406 |
2017 | -1,042 |
2018 | -870 |
2019 | -744 |
Thereafter | -3,377 |
Total | ($8,526) |
Weighted average amortization period for lease intangible liability | 15 years |
Other_Assets_Details
Other Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Assets | ||
Straight line rent receivable | $8,486 | $6,431 |
Lease inducements, net | 3,242 | 2,845 |
Escrows | 5,105 | 1,906 |
Earnest deposits | 2,685 | 2,343 |
Notes receivable | 4,140 | |
Prepaid expenses and other | 2,867 | 2,281 |
Total | $26,525 | $15,806 |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Debt | |||
Total mortgage debt | 83,521,000 | $78,105,000 | |
Unsecured Debt | 73,000,000 | 138,000,000 | |
Total principal | 156,521,000 | 216,105,000 | |
Unamortized fair value adjustment | 431,000 | ||
Total debt | 156,952,000 | 216,105,000 | |
Mortgage notes, bearing fixed interest from 4.71% to 6.58% | |||
Debt | |||
Total mortgage debt | 79,156,000 | 73,706,000 | |
Weighted average interest rate (as a percent) | 5.28% | ||
Number of properties included in collateralized | 10 | ||
Net book value of properties included in the collateralized | 129,946,000 | ||
Mortgage notes, bearing fixed interest from 4.71% to 6.58% | Minimum | |||
Debt | |||
Interest rate (as a percent) | 4.71% | 4.71% | |
Mortgage notes, bearing fixed interest from 4.71% to 6.58% | Maximum | |||
Debt | |||
Interest rate (as a percent) | 6.58% | 6.58% | |
Mortgage note, bearing variable interest of LIBOR plus 2.75% | |||
Debt | |||
Total mortgage debt | 4,365,000 | 4,399,000 | |
Number of properties included in collateralized | 1 | ||
Net book value of properties included in the collateralized | 6,185,000 | ||
Mortgage note, bearing variable interest of LIBOR plus 2.75% | LIBOR | |||
Debt | |||
Variable interest (as a percent) | 2.75% | 2.75% | |
Credit Agreement | |||
Debt | |||
Unsecured Debt | 73,000,000 | 138,000,000 | |
Maximum borrowing capacity | 400,000,000 | ||
Credit Agreement | LIBOR | |||
Debt | |||
Margin (as a percent) | 1.50% |
Debt_Details_2
Debt (Details 2) (USD $) | 3 Months Ended | 0 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Sep. 18, 2014 |
Operating Partnership | 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) | 1.50% | |
Operating Partnership | 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) | 1.65% | |
Operating Partnership | LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, >45% and 45% | ||
Debt | ||
Consolidated leverage ratio, minimum (as a percent) | 45.00% | |
Consolidated leverage ratio, maximum (as a percent) | 45.00% | |
Variable rate basis | LIBOR | |
Margin (as a percent) | 1.75% | |
Operating Partnership | 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) | 1.85% | |
Operating Partnership | LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, >50% and 55% | ||
Debt | ||
Consolidated leverage ratio, minimum (as a percent) | 50.00% | |
Consolidated leverage ratio, maximum (as a percent) | 55.00% | |
Variable rate basis | LIBOR | |
Margin (as a percent) | 2.00% | |
Operating Partnership | LIBOR | Adjusted LIBOR Rate Loans and Letter of Credit | Consolidated Leverage Ratio, >55% | ||
Debt | ||
Consolidated leverage ratio, minimum (as a percent) | 55.00% | |
Variable rate basis | LIBOR | |
Margin (as a percent) | 2.20% | |
Operating Partnership | Base Rate | Base Rate Loans | Consolidated Leverage Ratio, 35% | ||
Debt | ||
Margin (as a percent) | 0.50% | |
Operating Partnership | Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >35% and 45% | ||
Debt | ||
Margin (as a percent) | 0.65% | |
Operating Partnership | Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >45% and 45% | ||
Debt | ||
Margin (as a percent) | 0.75% | |
Operating Partnership | Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >45% and 50% | ||
Debt | ||
Margin (as a percent) | 0.85% | |
Operating Partnership | Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >50% and 55% | ||
Debt | ||
Margin (as a percent) | 1.00% | |
Operating Partnership | Base Rate | Base Rate Loans | Consolidated Leverage Ratio, >55% | ||
Debt | ||
Margin (as a percent) | 1.20% | |
Prior Credit Agreement | Operating Partnership | ||
Debt | ||
Maximum borrowing capacity | $200 | |
Credit Agreement | ||
Debt | ||
Maximum borrowing capacity | 400 | |
Amount outstanding | 73 | |
Current borrowing capacity | 254.6 | |
Remaining borrowing capacity | 72.4 | |
Credit Agreement | LIBOR | ||
Debt | ||
Margin (as a percent) | 1.50% | |
Credit Agreement | Operating Partnership | ||
Debt | ||
Maximum borrowing capacity | 400 | |
Term of extension option | 1 year | |
Weighted average interest rate (as a percent) | 1.68% | |
Credit Agreement | Operating Partnership | LIBOR | ||
Debt | ||
Variable rate basis | LIBOR | |
Credit Agreement | Operating Partnership | Swingline loan | ||
Debt | ||
Maximum borrowing capacity as a percentage of maximum principal amount | 10.00% | |
Minimum | Credit Agreement | Operating Partnership | ||
Debt | ||
Unused fee (as a percent) | 0.15% | |
Minimum | Credit Agreement | Operating Partnership | LIBOR | ||
Debt | ||
Margin (as a percent) | 1.50% | |
Maximum | Credit Agreement | Operating Partnership | ||
Debt | ||
Maximum borrowing capacity | 750 | |
Unused fee (as a percent) | 0.25% | |
Maximum | Credit Agreement | Operating Partnership | LIBOR | ||
Debt | ||
Margin (as a percent) | 2.20% | |
Maximum | Credit Agreement | Operating Partnership | Accordion feature | ||
Debt | ||
Increase in maximum borrowing capacity | $350 |
Debt_Details_3
Debt (Details 3) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Debt | |||
Interest expense | $1,400,000 | $1,100,000 | |
Scheduled principal payments | |||
2015 | 1,514,000 | ||
2016 | 9,566,000 | ||
2017 | 28,922,000 | ||
2018 | 74,265,000 | ||
2019 | 20,081,000 | ||
Thereafter | 22,173,000 | ||
Total principal | $156,521,000 | $216,105,000 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 07, 2014 | Jul. 24, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Aug. 07, 2014 | Jul. 24, 2013 | |
Weighted Average Grant Date Fair Value | |||||||
Non-cash share compensation | $867,000 | $356,000 | |||||
2013 Plan | Restricted common shares | |||||||
Stock-based compensation | |||||||
Maximum number of shares authorized | 2,450,000 | 600,000 | 2,450,000 | 600,000 | |||
Increase in number of common shares authorized for issuance | 1,850,000 | ||||||
Grant date value (in dollars) | 2,900,000 | 2,000,000 | 2,100,000 | ||||
Vesting period | 3 years | 1 year | |||||
Shares | |||||||
Non-vested at the beginning of the period | 319,654 | ||||||
Granted (in shares) | 250,000 | 124,609 | 152,987 | ||||
Vested (in shares) | -73,130 | ||||||
Non-vested at the end of the period | 371,133 | 319,654 | |||||
Weighted Average Grant Date Fair Value | |||||||
Non-vested at beginning of period | $12.60 | ||||||
Grant date value (in dollars per share) | $11.50 | $16.20 | |||||
Vested (in dollars per share) | $13.47 | ||||||
Non-vested at the end of period | $13.64 | $12.60 | |||||
Non-cash share compensation | 700,000 | 300,000 | |||||
Unrecognized compensation expense | $3,700,000 | ||||||
Initial estimated cumulative forfeiture rate (as a percent) | 0.00% | ||||||
2013 Plan | Restricted common shares | Management | |||||||
Stock-based compensation | |||||||
Vesting period | 1 year | ||||||
2013 Plan | Restricted common shares | Trust Employees | |||||||
Stock-based compensation | |||||||
Vesting period | 3 years |
Stockbased_Compensation_Detail1
Stock-based Compensation (Details 2) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Stock-based compensation | ||||
Non-cash share compensation | $867,000 | $356,000 | ||
2013 Plan | Restricted Share Units | ||||
Stock-based compensation | ||||
Non-vested at the beginning of the period | 55,680 | |||
Granted (in shares) | 116,206 | 116,206 | 55,680 | |
Non-vested at the end of the period | 171,886 | 171,886 | ||
Non-vested at beginning of period | $16.94 | |||
Grant date value (in dollars per share) | $19.22 | $20.06 | ||
Non-vested at the end of period | $18.48 | $18.48 | ||
Vesting percentage | 80.00% | |||
Number of dividend equivalent included in award | 1 | 1 | ||
Non-cash share compensation | 100,000 | |||
Unrecognized compensation expense | $2,600,000 | $2,600,000 | ||
Share based compensation fair value assumptions | ||||
Volatility | 20.70% | |||
Expected term in years | 2 years 9 months 18 days | |||
Risk-free rate | 1.14% | |||
Stock price (per share) | $15.87 | $15.87 | ||
2013 Plan | Restricted Share Units | Trustees | ||||
Stock-based compensation | ||||
Service period | 2 years | |||
2013 Plan | Restricted Share Units | Management | ||||
Stock-based compensation | ||||
Service period | 3 years | |||
2013 Plan | Performance based RSU | ||||
Stock-based compensation | ||||
Vesting percentage | 20.00% | |||
Performance conditions grant date fair value (in dollars per share) | $15.87 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
item | |
Interest rates swaps | |
Fair value measurements | |
Number of swap agreement that are not traded on exchange | 1 |
Nonrecurring basis | |
Fair value measurements | |
Assets subject to impairment | 0 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details2 ) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Fair value of other financial instruments | ||
Real estate loans receivable | $16,094 | $15,876 |
Credit facility | -73,000 | -138,000 |
Carrying Amount | ||
Fair value of other financial instruments | ||
Real estate loans receivable | 16,094 | 15,876 |
Credit facility | -73,000 | -138,000 |
Mortgage debt | -83,952 | -78,105 |
Carrying Amount | Interest rates swaps | Recurring basis | ||
Fair value of other financial instruments | ||
Derivative liabilities | -1,200 | -233 |
Fair Value | ||
Fair value of other financial instruments | ||
Real estate loans receivable | 16,094 | 15,876 |
Credit facility | -73,000 | -138,000 |
Mortgage debt | -84,393 | -78,642 |
Fair Value | Interest rates swaps | Recurring basis | ||
Fair value of other financial instruments | ||
Derivative liabilities | ($1,200) | ($233) |
Tenant_Operating_Leases_Detail
Tenant Operating Leases (Details) (USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Future minimum rental payments on non-cancelable leases | |
2015 | $62,296 |
2016 | 81,970 |
2017 | 79,681 |
2018 | 75,377 |
2019 | 71,142 |
Thereafter | 485,793 |
Total | $856,259 |
Rent_Expense_Details
Rent Expense (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
item | ||
Rent Expense | ||
Number of properties pursuant to ground and parking leases | 7 | |
Maximum lease terms | 67 years | |
Future minimum lease obligations under non-cancelable ground leases | ||
2015 | $1,171,000 | |
2016 | 1,572,000 | |
2017 | 1,610,000 | |
2018 | 1,651,000 | |
2019 | 1,694,000 | |
Thereafter | 27,976,000 | |
Total | 35,674,000 | |
Rent expenses for parking and ground leases | $400,000 | $100,000 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Numerator for earnings per share - basic and diluted: | ||
Net loss | ($448) | ($3,558) |
Operating Partnership | 24 | 531 |
Partially owned properties | -32 | -66 |
Preferred distribution | -66 | |
Net loss attributable to common shareholders | ($522) | ($3,093) |
Denominator for earnings per share - basic and diluted shares: | 65,649,478 | 21,298,897 |
Earnings per share - basic and diluted (in dollar per share) | ($0.01) | ($0.15) |
2013 Plan | Restricted common shares and units | ||
Numerator for earnings per share - basic and diluted: | ||
Outstanding non-vested shares | 426,164 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Apr. 30, 2015 | Apr. 10, 2015 | Apr. 15, 2015 |
Subsequent events | ||||
Purchase price | $234,078 | |||
Operating Partnership | ||||
Subsequent events | ||||
Purchase price | 10,000 | |||
Subsequent events | Surgery Building/Center | Operating Partnership | ||||
Subsequent events | ||||
Purchase price | 56,399 | |||
Subsequent events | Surgery Building/Center | Operating Partnership | Louisville, KY | ||||
Subsequent events | ||||
Purchase price | 8,000 | |||
Subsequent events | Surgery Building/Center | Operating Partnership | Baton Rouge, LA | ||||
Subsequent events | ||||
Purchase price | 10,486 | |||
Subsequent events | Surgery Building/Center | Operating Partnership | Grand Blanc, MI | ||||
Subsequent events | ||||
Purchase price | 18,913 | |||
Subsequent events | Surgery Building/Center | Operating Partnership | Jacksonville, FL | ||||
Subsequent events | ||||
Purchase price | $19,000 |
Uncategorized_Items
Uncategorized Items | 1/1/2014 - 3/31/2014 |
USD ($) | |
[us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest] | -3,558,000 |