10-Q/A 1 a13-19016_110qa.htm 10-Q/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q/A

 

 

(Amendment No. 1)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

 

or

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to              

 

Commission file number: 001-36007

 

 

PHYSICIANS REALTY TRUST

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland

 

46-2519850

(State of Organization)

 

(IRS Employer Identification No.)

 

250 East Wisconsin Avenue
Suite 1900
Milwaukee, Wisconsin

 

53202

(Address of Principal Executive Offices)

 

(Zip Code)

 

(414) 978-6494

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    o  Yes    x  No

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    x  Yes    o  No

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer

o

 

 

Accelerated Filer

o

 

 

 

 

 

 

Non-Accelerated Filer

x

(Do not check if a smaller reporting company)

 

Smaller reporting company

o

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    o  Yes    x  No

 

The number of Registrant’s common shares outstanding on August 23, 2013 was 12,003,597.

 

 

 


 

EXPLANATORY NOTE

 

The Registrant is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the Securities and Exchange Commission on August 30, 2013 (the “Original Filing”), to furnish Exhibit 101 to the Original Filing and to restate Item 6. “Exhibits” to correct inadvertent typographical errors regarding the Registrant’s file registration number and date of Exhibit 10.16. Exhibit 101 provides the financial statements and related notes from the Original Filing formatted in XBRL (eXtensible Business Reporting Language).

 

Except as described above, this Amendment No. 1 on Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof.

 

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Item 6.                                 Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1(1)

 

Form of Amended and Restated Agreement of Limited Partnership of Physicians Realty L.P.

 

 

 

10.2(1)

 

Form of Physicians Realty Trust 2013 Equity Incentive Plan

 

 

 

10.3(1)

 

Form of Restricted Shares Award Agreement (Time Vesting)

 

 

 

10.4(1)

 

Form of Indemnification Agreement between Physicians Realty Trust and its trustees and officers

 

 

 

10.5(1)

 

Contribution Agreement by and among Physicians Realty L.P., Physicians Realty Trust and Ziegler Healthcare Real Estate Fund I, dated as of June 19, 2013

 

 

 

10.6(1)

 

Contribution Agreement by and among Physicians Realty L.P., Physicians Realty Trust and Ziegler Healthcare Real Estate Fund II, dated as of June 19, 2013

 

 

 

10.7(1)

 

Contribution Agreement by and among Physicians Realty L.P., Physicians Realty Trust and Ziegler Healthcare Real Estate Fund III, dated as of June 19, 2013

 

 

 

10.8(1)

 

Contribution Agreement by and among Physicians Realty L.P., Physicians Realty Trust and Ziegler Healthcare Real Estate Fund IV, LP, dated as of June 19, 2013

 

 

 

10.9(1)

 

Form of Shared Services Agreement by and among Physicians Realty Trust, Physicians Realty L.P. and B.C. Ziegler and Company

 

 

 

10.10(1)

 

Membership Interest Purchase Agreement for the Arrowhead Commons property by and among Physicians Realty L.P., Birdie Zone, L.L.C., Ziegler Healthcare Real Estate Fund I and Ziegler-Arizona 23, LLC dated as of June 24, 2013

 

 

 

10.11(1)

 

Form of Employment Agreement by and between Physicians Realty Trust and John T. Thomas

 

 

 

10.12(1)

 

Form of Employment Agreement by and between Physicians Realty Trust and Mark D. Theine

 

 

 

10.13(1)

 

Form of Employment Agreement by and between Physicians Realty Trust and John W. Sweet Jr.

 

 

 

10.14(1)

 

Form of Employment Agreement by and between Physicians Realty Trust and John W. Lucey

 

 

 

10.15*

 

Credit Agreement, dated as of August 29, 2013, among Physician Realty L.P. as Borrower, Physicians Realty Trust, certain Subsidiaries and other Affiliates of the Borrower party, as Guarantor, Regions Bank, as Administrative Agent, Regions Capital Markets, as sole Lead Arranger and Sole Book Runner, and the Lenders party thereto

 

 

 

10.16*

 

Agreement of Sale and Purchase, by and between Physicians Realty L.P., a Delaware Limited Partnership, and 6800 Preston Limited, a Texas Limited Partnership, dated August 21, 2013

 

 

 

31.1**

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2**

 

Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

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Exhibit No.

 

Description

 

 

 

32.1***

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2***

 

Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS(2)

 

XBRL Instance Document

 

 

 

101.SCH(2)

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL(2)

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.LAB(2)

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE(2)

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

101.DEF(2)

 

XBRL Definition Linkbase

 

*                                         Filed on August 30, 2013 as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013

 

**                                  Filed herewith

 

***                           Furnished herewith

 

(1)                                 Incorporated herein by reference to Physician Realty Trust’s Registration Statement on Form S-11, as amended (File No. 333-188862), originally filed with the Securities and Exchange Commission on May 24, 2013

 

(2)                                 Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections

 

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PART II. Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

PHYSICIANS REALTY TRUST

 

 

 

 

Date: September 24, 2013

/s/ John T. Thomas

 

John T. Thomas

 

Chief Executive Officer and President

 

(Principal Executive Officer)

 

 

 

 

Date: September 24, 2013

/s/ John W. Lucey

 

John W. Lucey

 

Senior Vice President—Principal Accounting and Reporting Officer

 

(Principal Financial and Accounting Officer)

 

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