8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 18, 2013

PHYSICIANS REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland	001-36007	46-2519850
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

250 East Wisconsin Avenue, Suite 1900
Milwaukee, Wisconsin	53202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(414) 978-6494

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note.

This Form 8-K/A amends and supplements the Registrant’s Form 8-K, as filed on September 18, 2013, to include historical financial statements and unaudited pro forma financial information, required by Item 9.01 (a) and (b), for the Registrant’s acquisition of the 66-bed post-acute care specialty hospital located in Plano, Texas.

Item 9.01	Financial Statements and Exhibits
(a)	Financial Statements of Property Acquired
	The following Statement of Revenues and Certain Direct Operating Expenses is set forth in Exhibit 99.1 which is attached hereto and incorporated by reference.
	Independent Auditors’ Report
	Statement of Revenues and Certain Direct Operating Expenses for the six months ended June 30, 2013, (unaudited) and year ended December 31, 2012.
	Notes to the Statement of Revenues and Certain Direct Operating Expenses for the six months ended June 30, 2013, (unaudited) and year ended December 31, 2012.
(b)	Pro Forma Financial Information
	The following pro forma financial statements are set forth in Exhibit 99.2 which are attached and incorporated herein by reference.
	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2013.
	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2013 and the year ended December 31, 2012.
	Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
(c)	Not applicable
(d)	Exhibits
	23.1 Consent of Plante & Moran, PLLC
	99.1 Financial Statements of Property Acquired
	99.2 Unaudited Pro Forma Financial Information

2

SIGNATURES

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

	PHYSICIANS REALTY TRUST
October 29, 2013	By:	/s/ John T. Thomas
		Name:	John T. Thomas
		Title:	President and Chief Executive Officer

3

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-190085 on Form S-8 of Physicians Realty Trust of our report dated October 29, 2013 with respect to the Statement of Revenues and Certain Direct Operating Expenses of 6800 Preston Road, Plano, Texas (“the Property”) for the year ended December 31, 2012.

	/s/ Plante & Moran, PLLC
Chicago, Illinois
October 29, 2013

EX-99.1

Exhibit 99.1

Independent Auditor’s Report

To the Board of Trustees of

Physicians Realty Trust

We have audited the accompanying Statement of Revenues and Certain Direct Operating Expenses of 6800 Preston Road, Plano, Texas (“the Property”) for the year ended December 31, 2012, and the related notes to the financial statement.

Management’s Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of this Statement of Revenues and Certain Direct Operating Expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of this Statement of Revenues and Certain Direct Operating Expenses that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Statement of Revenues and Certain Direct Operating Expenses based on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require we plan and perform the audit to obtain reasonable assurance about whether the Statement of Revenues and Certain Direct Operating Expenses is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement of Revenues and Certain Direct Operating Expenses.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Statement of Revenues and Certain Direct Operating Expenses, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Statement of Revenues and Certain Direct Operating Expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statement of Revenues and Certain Direct Operating Expenses.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Statement of Revenues and Certain Direct Operating Expenses referred to above present fairly, in all material respects, the revenue and certain direct operating expenses described in Note 1 to the financial statement of the Property for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

Basis of Accounting

As described in Note 1 to the Financial Statement, the Statement of Revenues and Certain Direct Operating Expenses has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K/A of Physicians Realty Trust, and is not intended to be a complete presentation of the Property’s revenues and expenses.  Our opinion is not modified with respect to that matter.

/s/ Plante & Moran, PLLC

Chicago, Illinois

October 29, 2013

6800 PRESTON ROAD AT PLANO, TEXAS

STATEMENT OF REVENUES AND CERTAIN DIRECT OPERATING EXPENSES

	Six Months Ended June 30, 2013		Year Ended December 31, 2012
	(unaudited)
Revenues
Rental revenue	$	816,801	$	1,092,932
Tenant reimbursements	155,734		302,297
Total revenues	972,535		1,395,229
Operating expenses	155,734		302,397
Revenues in excess of operating expenses	$	816,801	$	1,092,832

(See accompanying notes to financial statement)

1.Basis of Presentation

6800 Preston Limited, or the Seller, owned and operated 6800 Preston Road, a property located in Plano, Texas, or the Property, which was sold to a subsidiary of Physicians Realty Trust, or the Purchaser. The Property is leased to New LifeCare Hospitals of North Texas, L.L.C., or the Tenant, under a triple net lease. The property is a 66-bed post-acute care specialty hospital. The Purchaser purchased the Property on September 18, 2013, and assumed all management and ownership responsibilities.

The accompanying statement of revenues and certain direct operating expenses has been prepared in accordance with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the statement is not representative of the actual operations for the periods presented as revenues and certain direct operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Property, have been excluded. Such items include depreciation, amortization, management fees, interest expense, amortization of above and below market leases and income taxes.

2.Summary of Significant Accounting Policies

Use of Estimates. Preparation of this financial statement in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that may affect the amounts reported in the financial statement and related notes. Actual results could differ from those estimates.

Revenue Recognition. The Tenant lease is accounted for as an operating lease. Rental revenue is recognized on a straight line basis over the term of the lease agreement when collectability is reasonably assured. Straight line rent adjustments included reflect an increase in rental revenue on the statement of revenues and certain direct operating expenses, which totaled $92,932 for the year ended December 31, 2012, and $104,301 for the unaudited six month period ended June 30, 2013.

Reimbursement from Tenant. Tenant recoveries related to reimbursement of certain property tax expenses are recognized as revenue in the period the applicable expenses are incurred. The reimbursements are recognized and presented gross, as 6800 Preston Road is the primary obligor and bears the associated credit risk. The Tenant is responsible for and directly pays all other operating expenses related to the Property.

3.Lease

On November 4, 2001, the Seller entered into a non-cancellable operating lease, or the Lease, with the Tenant to occupy the Property. The Purchaser assumed the lease (as most recently amended on June 7, 2012), on September 18, 2013, the date it acquired the property.  On October 22, 2013, the Purchaser amended the lease.  The new terms of the lease include monthly base rent of $118,750 commencing on January 1, 2013 through December 31, 2013. This monthly rent will be adjusted annually to reflect changes in the Consumer Price Index.  The annual adjustment is subject to a floor increase of 2.25% and the increase will not exceed 3.75%.

The Lease expires on January 1, 2023 and the Tenant has the option to extend the lease term for two separate, consecutive renewal periods of 5 years each. As a condition of the lease, the Purchaser will reimburse the Tenant for certain tenant improvements totaling $340,000. As an inducement for the Purchaser to enter into this lease amendment and pay the tenant allowance, the Tenant has exercised its first renewal option which expires on January 1, 2028.

4.Subsequent Events

Subsequent events were evaluated through October 29, 2013, the date the financial statement was available to be issued.

EX-99.2

Exhibit 99.2

Pro Forma Condensed Consolidated Balance Sheet

June 2013

(Unaudited)

(In thousands, except share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Acquisition of 6800 Preston Road			Pro Forma Reflecting Acquisition
	(unaudited)
ASSETS
Real estate investments:
Income producing property	$	90,085		$	11,689	(1)	$	101,774
Tenant improvements	5,192			—			5,192
Property under development	675			—			675
Land	15,464			3,370		(1)	18,834
	111,416			15,059			126,475
Accumulated depreciation	(18,043		)	—			(18,043		)
Real estate investments, net	93,373			15,059			108,432
Cash and cash equivalents	88,324			(18,200		)(2)	70,124
Accounts receivables (Net of allowance for doubtful accounts of $132 as of June 30, 2013)	557			—			557
Deferred costs	1,550			—			1,550
Lease intangibles, net	4,881			3,141		(1)	8,022
Other assets	3,276			—			3,276
Total Assets	$	191,961		$	—		$	191,961
LIABILITIES AND EQUITY
Accounts Payable	458			—			458
Accrued expenses and other liabilities	1,272			—			1,272
Derivative liabilities	453			—			453
Notes payable	46,902			—			46,902
Total Liabilities	49,085			—			49,085
Shareholders equity	125,132			—			125,132
Noncontrolling interest in operating partnership	18,254			—			18,254
Noncontrolling interest in Predecsssor	(510		)	—			(510		)
Total Equity	142,876			—			1,142,876
Total Liabilities and Equity	$	191,961		$	—		$	191,961

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet.

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

The Unaudited Pro Forma Condensed Consolidated Balance Sheet of Physicians Realty Trust (the “Company”) as of June 30, 2013 reflects the acquisition of the property known as 6800 Preston Road (“6800 Preston Road”) as if the purchase had occurred on June 30, 2013. The pro forma balance sheet of the Company prior to the acquisition of 6800 Preston Road has been derived from the unaudited pro forma consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q as filed on August 30, 2013. This pro forma balance sheet reflects completion of the Company’s initial public offering and formation transactions.

Information regarding the Company’s historical operations, organizational structure, initial public offering and formation transactions is provided in more detail in the Company’s final prospectus dated July 18, 2013 filed pursuant to Rule 424 (b) under the Securities Act of 1933.

Notes and Management Assumptions

1.The acquisition of 6800 Preston Road was accounted for using preliminary estimates of the fair value of the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition and are therefore subject to change. The fair value of the real estate acquired was determined on an “as if vacant” basis and the cost of the property was allocated between land, income producing property and in-place leases.

2.Represents adjustment to reflect cash used to acquire 6800 Preston Road.

Pro Forma Condensed Consolidated Statement of Operations

Six Months Ended June 30, 2013

(Unaudited)

(In thousands, except share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Acquisition of 6800 Preston Road			Pro Forma Reflecting Acquisition
Revenues:
Rental revenues	$	5,032		$	817	(1)	$	5,849
Expenses recoveries	1,601			156		(2)	1,757
Other revenues	5			—			5
Total Revenues	6,638			973			7,611
Expenses:
General and administrative	1,421			—			1,421
Operations expenses	2,524			156		(2)	2,680
Depreciation and amortization	2,014			403		(3)	2,417
Total expenses	5,959			559			6,518
Operating income	679			414			1,093
Interest expense	1,251			—			1,251
Change in fair value of derivatives, net	(190		)	—			(190		)
Net loss	(382		)	414			32
Less: Net loss attributable to noncontrolling interests	(132		)	(77		)	(209		)
Net loss	$	(514	)	$	337		$	(177	)
Net loss per share
Basic	$	(0.04	)				$	(0.02	)
Diluted	$	(0.04	)				$	(0.01	)
Weighted average common shares:
Basic	11,753,597						11,753,597
Diluted	14,747,597						14,747,597

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations.

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2012

(Unaudited)

(In thousands, except share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Acquisition of 6800 Preston Road			Pro Forma Reflecting Acquisition
Revenues:
Rental revenues	$	9,821		$	1,093	(1)	$	10,914
Expenses recoveries	3,111			302		(2)	3,413
Other revenues	15			—			15
Total revenues	12,947			1,395			14,342
Expenses:
General and administrative	2,760			—			2,760
Operations expenses	4,758			302		(2)	5,060
Depreciation and amortization	4,051			806		(3)	4,857
Impairment losses	936			—			936
Total expenses	12,505			1,108			13,613
Operating income	442			287			729
Interest expense	2,684			—			2,684
Change in fair value of derivatives, net	(122		)	—			(122		)
Net loss	(2,120		)	287			(1,833		)
Less: Net loss attributable to noncontrolling interests	(169		)	(53		)	(222		)
Net loss attributable to shareholders	$	(2,289	)	$	234		$	(2,055	)
Net loss per share:
Basic	$	(0.22	)				$	(0.20	)
Diluted	$	(0.17	)				$	(.0.15	)
Weighted average common shares:
Basic	10,434,782						10,434,782
Diluted	13,428,782						13,428,792

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations.

Basis of Presentation

The unaudited Pro Forma Consolidated Statements of Operations of Physicians Realty Trust (“the Company”) for the six months ended June 30, 2013 and the year ended December 31, 2012, reflect the acquisition of the property known as 6800 Preston Road at Plano, Texas (“6800 Preston Road”) as if the purchase had occurred on January 1, 2012 for the year ended December 31, 2012 and on January 1, 2013 for the six months ended June 30, 2013. The pro forma statement of operations of the Company, prior to the acquisition of 6800 Preston Road, for the six months ended June 30, 2013 has been derived from the unaudited pro forma consolidated income statement included in the Company’s Quarterly Report on Form 10-Q as filed on August 30, 2013. The pro forma statement of operations of the Company, prior to the acquisition of 6800 Preston Road, for the year ended December 31, 2012 has been derived from the unaudited pro forma consolidated income statement included in the Company’s Form S-11 Registration Statement dated July 18, 2013. These pro forma statements of operations reflect completion of the Company’s initial public offering and its formation transactions.

Information regarding the Company’s historical operations, organizational structure, initial public offering and formation transactions is provided in more detail in the Company’s final prospectus, dated July 18, 2013, filed pursuant to Rule 424(b) under the Securities Act of 1933.

Notes and Management Assumptions

1.Reflects the effect of straight line rental revenue of the acquired property.

2.Reflects operating expenses incurred by lessor and reimbursed by tenant.

3.Reflects depreciation expense over a 25 year period based on the fair value allocated to the income producing property and amortization of the intangible asset relating to the acquired in-place lease over the remaining life of the lease.