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): October 1, 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 o the Exchange Act (17 CFR 240.14d-2(b))

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

Explanatory Note

On October 1, 2013, Physicians Realty Trust (the “Company”) filed its Form 8-K disclosing the Company’s acquisition of an approximately 52,000 square foot outpatient care building (the “Facility”) located in Oklahoma City, Oklahoma.

The Company has filed this Amendment No. 1 to Form 8-K to clarify and correct information in the 8-K filed on October 1, 2013 regarding the sources of funds used to acquire the Facility and to include historical financial statements and unaudited pro forma financial information required by Item 9.01 (a) and (b) for the Company’s acquisition of the Facility.

Item 1.01. Entry into a Material Definitive Agreement.

On September 30, 2013, Physicians Realty Trust (the “Company”), through its operating partnership, Physicians Realty L.P. (the “Operating Partnership”), entered into an Assignment and Assumption of Agreement of Sale and Purchase (the “Agreement”) with Graymark Healthcare, Inc., an Oklahoma corporation (the “Assignor”), to assume all of Assignor’s rights, title, interests and obligations to a certain Agreement of Sale and Purchase for the acquisition of an approximately 52,000 square foot outpatient care building (the “Facility”), located in Oklahoma City, Oklahoma in exchange for the payment by the Operating Partnership of approximately $15.6 million.  The Facility will be leased to Foundation Surgical Affiliates, L.L.C., (“Foundation”), a wholly owned subsidiary of Assignor, until 2023 with initial rent equal to $1,248,000 per year, and annual rent escalations of 2%.  The Company funded the purchase price for the property with proceeds from the Company’s recently completed initial public offering.

Foundation subleases over 20,000 rentable square feet of the Facility to a joint venture, Foundation Surgery Center of Oklahoma City, L.L.C., an ambulatory surgery center owned and managed by Foundation, together with 30 physicians.  Foundation also subleases space in the Facility to physicians and uses a portion of the Facility for general corporate purposes.

The Operating Partnership also entered into an Agreement in Connection with the Assignment and Assumption of Agreement of Sale and Purchase with Assignor that provides for certain agreements and covenants in connection with the Agreement and assumption of the Agreement of Purchase and Sale, including (i) restating the lease on the Facility, (ii) granting Graymark Healthcare, Inc. a 1% ownership interest in the Operating Partnership’s subsidiary that will own the Facility and (iii) an option for Graymark Healthcare, Inc. to purchase, in aggregate, a 49% interest in the Operating Partnership’s subsidiary that will own the Facility.

The Company closed on the acquisition on September 30, 2013.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 are 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

2

	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

3

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
November 12, 2013	By:	/s/ John T. Thomas
		Name:	John T. Thomas
		Title:	President and Chief Executive Officer

4

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 November 12, 2013 with respect to the Statement of Revenues and Certain Direct Operating Expenses of the Oklahoma City Property for the year ended December 31, 2012.

	/s/ Plante & Moran, PLLC
Chicago, Illinois
November 12, 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 Foundation Medical Center of Oklahoma City, LLC at Oklahoma City, Oklahoma (“the Oklahoma City 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, 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 Revenues and Certain Direct Operating Expenses described in Note 1 to the financial statement of the Oklahoma City 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, and is not intended to be a complete presentation of the Oklahoma City Property’s revenues and expenses.  Our opinion is not modified with respect to this matter.

	/s/Plante & Moran, PLLC
Chicago, Illinois
November 12, 2013

Oklahoma City Property

Statement of Revenues and

Certain Direct Operating Expenses

	Year Ended		Six Months
	December		Ended June
	31, 2012		30, 2013
			(unaudited)
Revenues
Rental revenues	$	1,185,445	$	596,815
Expense recoveries	239,545		141,977
Total Revenues	1,424,990		738,792
Certain Direct Operating Expenses
Property operating expenses	298,640		121,051
Property taxes and insurance	83,474		42,000
Total Certain Direct Operating Expenses	382,114		163,051
Revenues in Excess of Certain Direct Operating Expenses	$	1,042,876	$	575,741

See Accompanying Notes to Financial Statement.

Oklahoma City Property

Statement of Revenues and

Certain Direct Operating Expenses

1.Business

Foundation Medical Center of Oklahoma City, LLC, or the Seller, owned and operated an approximately 52,000 square foot outpatient care building located in Oklahoma City, Oklahoma (the “Oklahoma City Property”), entered into a purchase agreement with Graymark Healthcare, Inc. (“Graymark”) and Graymark immediately assigned its interest in the purchase agreement to a subsidiary of Physicians Realty Trust (the “Assignee”), which ultimately acquired the property at closing on September 30, 2013. The Property is triple net leased to five tenants (“Tenants”).

The accompanying statement of revenues and certain 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 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 - Each 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 or on a month to month basis depending on the stated lease agreements.

Reimbursement from Tenants - 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 the Oklahoma City Property is generally the primary obligor, and bears the associated credit risk. The Tenants are responsible for and directly pay all other operating expenses related to the Property.

3.Leases

The Seller has entered into operating leases with the Tenants to occupy the property on a month to month basis, where monthly base rent ranges from $8,019 to $15,167.  The Seller has also entered into non-cancellable operating leases.  The terms of the non-cancellable leases include monthly base rents of $8,116 to $52,574, with various escalation terms as stated in the agreements.  These leases have various expiration dates through September 2014.

On September 30, 2013, the Assignee entered into a non-cancellable master triple net lease agreement with Foundation Surgery Affiliate, LLC (FSA).  The lease requires monthly payments of $104,000, with annual increases of 2%. The lease expires on August 31, 2023, with no renewal options. FSA is the sublessor on the existing Tenant leases as described in the above paragraph until each Tenant’s lease either expires or the Tenant vacates the Oklahoma City Property.

Oklahoma City Property

Statement of Revenues and

Certain Direct Operating Expenses

The Operating Partnership also entered into an agreement in Connection with the Assignment and Assumption of Agreement of Sale and Purchase with Graymark that provides for certain agreements and covenants in connection with the agreement and assumption of the Agreement of Purchase and Sale, including (i) restating the lease on the Oklahoma City Property, (ii) granting Graymark  a 1% ownership interest in the Operating Partnership’s subsidiary that will own the Oklahoma City Property and (iii) an option for Graymark to purchase, in aggregate, a 49% interest in the Operating Partnership’s subsidiary that will own the Oklahoma City Property.

Future minimum rents under the master triple net lease dated September 30, 2013 are as follows:

Year	Amount
2013	$	312,000
2014	1,254,240
2015	1,279,325
2016	1,304,911
2017	1,331,009
Thereafter	8,183,766
Total	$	13,665,251

4.Subsequent Events

Subsequent events were evaluated through November 12, 2013, the date the financial statement was available to be issued.

EX-99.2

Exhibit 99.2

Pro Forma Condensed Consolidated Balance Sheet

June 30, 2013

(Unaudited)

(In thousands, expect share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Previously Reported Acquisition of 6800 Preston Road			Previously Reported Acquisition of Crescent City Property			Previously Reported Acquisition of East El Paso Property			Acquisition of Oklahoma City Property			Pro Forma Reflecting Acquisitions
	(unaudited)
ASSETS
Real estate investments
Income producing property	$	90,085		$	11,689		$	34,208		$	28,127		$	12,724	(1)	$	176,833
Tenant improvements	5,192			—			—			—			—			5,192
Property under development	675			—			—			—			—			675
Land	15,464			3,370			—			3,780			1,300			23,914
	111,416			15,059			34,208			31,907			14,024			206,614
Accumulated Depreciation	(18,043		)	—			—			—			—			(18,043		)
Total investment properties, net	93,373			15,059			34,208			31,907			14,024			188,571
Cash and Cash Equivalents	88,324			(18,200		)	(6,700		)	(40,645		)	(15,548		)(2)	7,231
Accounts Receivable (Net of allowance for doubtful accounts of $132 as of June 30, 2013)	557			—			—			—			—			557
Deferred Costs	1,550			—			—			—			—			1,550
Lease Intangible Assets, net	4,881			3,141			3,292			8,093			1,576		(1)	20,983
Other Assets	3,276			—			—			1,000			—			4,276
Total Assets	$	191,961		$	—		$	30,800		$	355		$	52		$	223,168
LIABILITIES AND EQUITY
Accounts payable	458			—			—			—			—			458
Accrued expenses and other liabilities	1,272			—			—			400			178		(3)	1,850
Derivative liability	453			—			—			—			—			453
Debt	46,902			—			19,850			—			—			66,752
Total liabilities	49,085			—			19,850			400			178			69,513
Shareholder’s equity	125,132			—			(585		)	(45		)	(126		)(4)	124,376
Noncontrolling interest	18,254			—			11,535			—			—			29,789
Noncontrolling interest in Predecessor	(510		)	—			—			—			—			(510		)
Total Equity	142,876			—			10,950			(45		)	(126		)	153,655
Total Liabilities and Equity	$	191,961		$	—		$	30,800		$	355		$	52		$	223,168

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 the Oklahoma City Property, an approximately 52,000 square foot outpatient care building located in Oklahoma City, Oklahoma, as if the purchase had occurred on June 30, 2013 and our previously reported acquisitions of 6800 Preston Road, Crescent City Property and East El Paso Property, reported on Form 8-K on September 18, 2013, August 30, 2013 and October 1, 2013, respectively, and Form 8-K/A on October 30, 2013, November 1, 2013 and November 12, 2013, and November 12, 2013, respectively. The pro forma balance sheet of the Company prior to the acquisitions of the Oklahoma City Property, 6800 Preston Road, Crescent City Property and East El Paso Property, 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 related 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 the Oklahoma City Property 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 income producing property and in-place leases.
2.	Represents adjustment to reflect cash used to acquire the Oklahoma City Property.
3.	Represents the tenant’s security deposit and prepaid rent.
4.	Represents acquisition costs incurred and paid upon closing the transaction.

Pro Forma Condensed Consolidated Statement of Operations

Six Months Ended June 30, 2013

(Unaudited)

(In thousands, expect share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Previously Reported Acquisition of 6800 Preston Road			Previously Reported Acquisition of Crescent City Property			Previously Reported Acquisition of East El Paso Property			Acquisition of Oklahoma City Property			Pro Forma Reflecting Acquisitions
Revenues:
Rental income	$	5,032		$	817		$	1,048		$	—		$	597		$	7,494
Expense recoveries	1,601			156			90			—			142			1,989
Other income	5			—			—			—			—			5
Total Revenue	6,638			973			1,138			—			739			9,488
Expenses
General and administrative	1,421			—			—			—			—			1,421
Operating expenses	2,524			156			90			—			163			2,933
Depreciation and Amortization	2,014			403			467			724			227		(1)	3,835
Acquisition costs	—			—			585			45			126		(2)	756
Total Expenses	5,959			559			1,142			769			516			8,945
Operating income /(loss)	679			414			(4		)	(769		)	223			543
Interest expense, net	1,251			—			298			—			—			1,549
Change in Fair Value of Derivative Liability, Net	(190		)	—			—			—			—			(190		)
Net (loss)/income	(382		)	414			(302		)	(769		)	223			(816		)
Less: Net (income)/loss attributable to noncontrolling interests	(132		)	(77		)	71			181			(53		)(3)	(9		)
Net income/(loss) attributable to shareholders	$	(514	)	$	337		$	(231	)	$	(588	)	$	170		$	(825	)
Net loss per share
Basic	$	(0.04	)													$	(0.07	)
Diluted	$	(0.04	)													$	(0.07	)
Weighted average common shares:
Basic	11,753,597															11,753,597
Diluted	14,747,597						954,877									15,702,474

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, expect share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Previously Reported Acquisition of 6800 Preston Road			Previously Reported Acquisition of Crescent City Property			Previously Reported Acquisition of East El Paso Property			Acquisition of Oklahoma City Property			Pro Forma Reflecting Acquisitions
Revenues:
Rental income	$	9,821		$	1,093		$	2,104		$	—		$	1,185		$	14,203
Expense recoveries	3,111			302			180			—			240			3,833
Other income	15			—			—			—			—			15
Total Revenue	12,947			1,395			2,284			—			1,425			18,051
Expenses
General and administrative	2,760			—			—			—			—			2,760
Operating expenses	4,758			302			180			—			382			5,622
Depreciation and Amortization	4,051			806			934			1,448			454		(1)	7,693
Impairment loss	936			—			—			—			—			936
Acquisition costs	—			—			585			45			126		(2)	756
Total Expenses	12,505			1,108			1,699			1,493			962			17,767
Operating income /(loss)	442			287			585			(1,493		)	463			284
Interest expense, net	2,684			—			596			—			—			3,280
Change in Fair Value of Derivative Liability, Net	(122		)	—			—			—			—			(122		)
Net (loss)/income	(2,120		)	287			(11		)	(1,493		)	463			(2,874		)
Less: Net (income)/loss attributable to noncontrolling interests	(169		)	(53		)	3			352			(109		)(3)	23
Net income/(loss) attributable to shareholders	$	(2,289	)	$	234		$	(8	)	$	(1,141	)	$	354		$	(2,851	)
Net loss per share
Basic	$	(0.22	)													$	(0.27	)
Diluted	$	(0.22	)													$	(0.27	)
Weighted average common shares:
Basic	10,434,782															10,434,782
Diluted	13,428,782						954,877									14,383,659

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 the Oklahoma City Property, an approximately 52,000 square foot outpatient care building located in Oklahoma City, Oklahoma, and our previously reported acquisitions of 6800 Preston Road, Crescent City Property, and East El Paso Property reported on Form 8-K on September 18, 2013,  August 30, 2013 and October 1, 2013, respectively, and Form 8-K/A on October 30, 2013, November 1, 2013 and November 12, 2013, and November 12, 2013, respectively, as if the acquisitions 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 acquisitions of the Oklahoma City Property, 6800 Preston Road, Crescent City Property and East El Paso Property, 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 acquisitions of the Oklahoma City Property, 6800 Preston Road, Crescent City Property and East El Paso Property, 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 depreciation expense over a 43 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.
2.	Represents acquisition costs incurred and paid upon the closing of the transaction.
3.	Represents adjustment to deduct noncontrolling interest income from net loss to arrive at net loss available to common shareholders.