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): February 28, 2014

PHYSICIANS REALTY TRUST

(Exact name of registrant as specified in its charter)

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

735 N. Water Street, Suite 1000
Milwaukee, Wisconsin
(Address of principal executive offices) 53202
(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 March 4, 2014, 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 approximately 131,000 square foot medical office building, located in Atlanta, Georgia.

Item 9.01Financial Statement 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 year ended December 31, 2013.

Notes to the Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2013.

(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 Consolidated and Combined Balance Sheet as of December 31, 2013.

Unaudited Pro Forma Consolidated and Combined Statement of Operations for year ended December 31, 2013.

Notes to Unaudited Pro Forma Consolidated and Combined 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

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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.

Date: May 1, 2014	PHYSICIANS REALTY TRUST
	By:	/s/ John T. Thomas
		John T. Thomas
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
23.1*	Consent of Plante & Moran, PLLC
99.1*	Financial Statements of Property Acquired
99.2*	Unaudited Pro Forma Financial Information

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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 May 1, 2014 with respect to the Statement of Revenues and Certain Direct Operating Expenses of the Peachtree Dunwoody Medical Center for the year ended December 31, 2013.

	/s/ Plante & Moran, PLLC
Chicago, Illinois
May 1, 2014

EX-99.1

Exhibit 99.1

Independent Auditor’s Report

To the Board of Trustees

Physicians Realty Trust

We have audited the accompanying Statement of Revenues and Certain Direct Operating Expenses of 5505 Peachtree Dunwoody Road, Atlanta, Georgia (“the Peachtree Property”) for the year ended December 31, 2013, 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 Peachtree Property for the year ended December 31, 2013, 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 Peachtree Property’s revenues and expenses.  Our opinion is not modified with respect to this matter.

/s/ Plante & Moran, PLLC

Chicago, Illinois

May 1, 2014

Peachtree Property

Statement of Revenue and Certain Direct Operating Expenses

	2013
Revenues
Rental revenue	$	3,150,884
Tenant reimbursements	572,614
Parking and other	1,105,159
Total Revenues	4,828,657
Certain Direct Expenses
Operating	1,883,534
Taxes and insurance	285,147
Total Certain Direct Operating Expenses	2,168,681
Revenues in Excess of Certain Direct Operating Expenses	$	2,659,976

See Accompanying Notes to Financial Statement.

Peachtree Property

Statement of Revenue and Certain Direct Operating Expenses

1.Business

North American Property Corporation, or the Seller, owned and operated one medical office building, located at 5505 Peachtree Dunwoody Road, Atlanta, Georgia, or the Peachtree Property, which was sold to a subsidiary of Physicians Realty Trust, or the Purchaser. The Peachtree Property is leased to various tenants, under triple net leases. The Purchaser purchased the Peachtree Property on February 28, 2014, and assumed all management and ownership responsibilities.

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 period 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 an operating lease.  Rental income is recognized on a straight line basis over the term of the lease agreements when collectability is reasonably assured.

Reimbursement from Tenants - Tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the applicable expenses are incurred. The reimbursements are recognized and presented gross, as the Property is generally the primary obligor and bears the associated credit risk.

Parking and Other — Revenue is recognized when the related services are utilized by the tenants.

3.Leases

The owners have entered into various non-cancellable operating leases with monthly base rents ranging from $4,500 through $55,400, which various escalation terms as stated in the agreement through 2025.

Future minimum rents under the non-cancellable leases as of December 31, 2013 are as follows:

Year	Amount
2014	$	3,169,091
2015	3,096,162
2016	2,590,370
2017	2,230,504
2018	1,489,267
Thereafter	4,929,972
Total	$	17,505,366

Peachtree Property

Statement of Revenue and Certain Direct Operating Expenses

4.Subsequent Events

Subsequent events were evaluated through May 1, 2014 the date the financial statement was available to be issued.

EX-99.2

Exhibit 99.2

Pro Forma Consolidated Balance Sheet

December 31, 2013

(Unaudited)

(In thousands, except share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Atlanta Property			Pro Forma Reflecting Acquisition
ASSETS
Real estate investments
Income producing property	$	192,959		$	26,520	(1)	$	219,479
Tenant improvements	5,458			—			5,458
Property under development	225			—			225
Land	26,088			6,013		(1)	32,101
	224,730			32,533			257,263
Accumulated depreciation	(20,299		)	—			(20,299		)
Real estate investments, net	204,431			32,533			236,964
Cash and cash equivalents	56,478			—			56,478
Tenant receivables, net	837			—			837
Deferred costs, net	2,105			—			2,105
Lease intangibles, net	23,108			4,272		(1)	27,380
Other assets	5,901			—			5,901
Total Assets	$	292,860		$	36,805		$	329,665
LIABILITES AND EQUITY
Accounts Payable	$	836		$	—		$	836
Dividends payable	5,681			—			5,681
Accrued expenses and other liabilities	2,288			—			2,288
Derivative liabilities	397			—			397
Debt	42,821			40,005		(2)	82,826
Total Liabilities	52,023			40,005			92,028
Shareholders equity	212,295			(3,200		)(3)	209,095
Noncontrolling interest	28,542			—			28,542
Total Equity	240,837			(3,200		)	237,637
Total Liabilities and Equity	$	292,860		$	36,805		$	329,665

See Notes to Unaudited Pro Forma Consolidated Balance Sheet.

Notes to Unaudited Pro Forma Consolidated and Combined Balance Sheet

The unaudited Pro Forma Consolidated Balance Sheet of Physicians Realty Trust (the “Company”) as of December 31, 2013 reflects the acquisition of the medical office building, located in Atlanta, Georgia (the “Atlanta Property”) as if the purchase had occurred on December 31, 2013. The pro forma consolidated balance sheet of the Company prior to the acquisition of the Atlanta Property has been derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 21, 2014.

Notes and Management Assumptions

(1)The acquisition of the Atlanta 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 borrowings under the Company’s senior secured revolving credit facility to acquire the Atlanta Property.

(3)Represents acquisition costs incurred and paid upon closing of the transaction.

Pro Forma Consolidated and Combined Statement of Operations
For the Year Ended December 31, 2013

(Unaudited)

(In thousands, except share and per share data)

	Pro Forma Physicians Realty Trust Prior to Acquisition			Atlanta Property			Pro Forma Reflecting Acquisition
Revenues:
Rental revenues	$	13,565		$	3,355	(1)	$	16,920
Expenses recoveries	3,234			573		(2)	3,807
Interest income on real estate loans and other	—			1,105			1,105
Total revenues	16,799			5,033			21,832
Expenses:
Management fee	475			—			475
General and administrative	3,214			—			3,214
Operations expenses	4,650			2,169		(2)	6,819
Depreciation and amortization	5,107			1,908		(3)	7,015
Loss on sale of development property	2			—			2
Acquisition costs	1,938			—			1,938
Total expenses	15,386			4,077			19,463
Operating income	1,413			956			2,369
Interest expense, net	4,295			1,120		(4)	5,415
Change in fair value of derivatives, net	(246		)	—			(246		)
Combined net loss	(2,636		)	(164		)	(2,800		)
Less: Net loss attributable to Predessor	576			—			576
Less: Net loss attributable to noncontrolling Interests	399			24		(5)	423
Net (loss)/income attributable to shareholders	$	(1,661	)	$	(140	)	$	(1,801	)
Net loss per share
Basic and diluted	$	(0.13	)				$	(0.14	)
Weighted average common shares:
Basic and diluted	12,883,917						12,883917

See Notes to Unaudited Pro Forma Consolidated and Combined Statement of Operations.

Basis of Presentation

The unaudited Pro Forma Consolidated and Combined Statements of Operations of Physicians Realty Trust (“the Company”) for the year ended December 31, 2013, reflect the acquisition of the medical office building, located in Atlanta, Georgia (the “Atlanta Property”) as if the purchase had occurred on January 1, 2013.  The pro forma consolidated and combined statement of operations of the Company, prior to the acquisition of the Atlanta Property for the year ended December 31, 2013 has been derived from the audited consolidated and combined statement of operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 21, 2014.

Notes and Management Assumptions

(1)Reflects the effect of straight line rental revenue of the Atlanta Property.

(2)Reflects operating expenses incurred by lessor and reimbursed by the tenants.

(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 leases over the remaining life of the leases.

(4)Represents interest expense on borrowings under the Company’s senior secured revolving credit facility used to fund the purchase price for the Atlanta Property.

(5)Represents an adjustment to deduct noncontrolling interest income from net loss to arrive at net loss available to common shareholders.