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 26, 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 3, 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 44,295 square foot medical office buildings, located in Sarasota, Venice, Engelwood and Port Charlotte, Florida.

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 2, 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 2, 2014 with respect to the Statement of Revenues and Certain Direct Operating Expenses of the Sarasota Properties for the year ended December 31, 2013.

	/s/ Plante & Moran, PLLC
Chicago, Illinois
May 2, 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 3663 Bee Ridge Road, Sarasota Florida, 901 South Tamiami Trail, Venice Florida, 720 Doctors Drive, Englewood Florida, and 3080 Harbor Boulevard, Port Charles Florida (collectively the “Sarasota Properties”) 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 Sarasota Properties 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 Sarasota Properties revenues and expenses.  Our opinion is not modified with respect to this matter.

/s/ Plante & Moran, PLLC

Chicago, Illinois

May 2, 2014

Sarasota Properties

Statement of Revenue and Certain Direct Operating Expenses

	Year Ended December 31, 2013
Revenues
Rental revenue	$	1,377,961
Tenant reimbursements	194,210
Total Revenues	1,572,171
Operating expenses	194,210
Revenues in Excess of Operating Expenses	$	1,377,961

See Accompanying Notes to Financial Statement.

Sarasota Properties

Statement of Revenue and Certain Direct Operating Expenses

1.Business

Porter, Dickens, Golder — Arcadia Property Partnership, PDGG Englewood Properties, Porter & Dickens Property Partnership, and Alan H. Porter, collectively the Sellers, owned and operated the following four medical office buildings, collectively referred to as the Sarasota Properties:

·3663 Bee Ridge Road, Sarasota Florida,

·901 South Tamiami Trail, Venice Florida,

·720 Doctors Drive, Englewood Florida,

·3080 Harbor Boulevard, Port Charles Florida

The Sarasota Properties, which are leased to one tenant (the “Tenant”) under separate triple net leases for each property, were sold to a subsidiary of Physicians Realty Trust (the “Purchaser”).  The Purchaser acquired the Sarasota Properties on February 26, 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 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 - The Tenant’s leases are accounted for as operating leases. Rental income is recognized on a monthly basis at the amounts due under the terms of each lease.  Increases in rent which are dependent on future events, including future inflation, are recognized monthly beginning in the period in which the new rental rate becomes known.

Reimbursement from Tenants - Tenant recoveries related to reimbursement of real estate and sales tax expense is recognized as revenue in the period the applicable expenses are incurred. The reimbursements are recognized and presented gross, as the Sarastoa Properties is generally the primary obligor and bears the associated credit risk. The Tenant directly pay all other operating expenses related to the Sarasota Properties.

3.Leases

On February 17, 2006, the Sellers entered into four non-cancellable operating leases, or the original leases, with the Tenant to occupy the Sarasota Properties commencing on February 17, 2006.  The monthly lease rates effective February 2013 were $19,641, $16,378, $49,485, and $26,585, and will adjust each February through the end of the lease term, by the greater of 4.0% or the annual change in the Consumer Price Index rate.  Each lease expires twenty years from the commencement date and the tenant has the option to extend the lease for an additional five years.

4.Subsequent Events

Subsequent events were evaluated through May 2, 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			Sarasota  Properties			Pro Forma  Reflecting  Acquisition
ASSETS
Real estate investments
Income producing property	$	192,959		$	26,520		$	12,485	(1)	$	219,479
Tenant improvements	5,458			—			—			5,458
Property under development	225			—			—			225
Land	26,088			6,013			2,436		(1)	34,537
	224,730			32,533			14,921			272,184
Accumulated depreciation	(20,299		)	—			—			(20,299		)
Real estate investments, net	204,431			32,533			14,921			251,885
Cash and cash equivalents	56,478			—			(17,546		)(2)	38,932
Tenant receivables, net	837			—			—			837
Deferred costs, net	2,105			—			—			2,105
Lease intangibles, net	23,108			4,272			2,552		(1)	29,932
Other assets	5,901			—			—			5,901
Total Assets	$	292,860		$	36,805		$	(73	)	$	329,592
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			—			82,826
Total Liabilities	52,023			40,005			—			92,028
Shareholders equity	212,295			(3,200		)	(73		)(3)	209,022
Noncontrolling interest	28,542			—			—			28,542
Total Equity	240,837			(3,200		)	(73		)	237,564
Total Liabilities and Equity	$	292,860		$	36,805		$	(73	)	$	329,592

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 buildings, located in Sarasota, Florida (the “Sarasota Properties”) as if the purchase had occurred on December 31, 2013 and our previously reported acquisition of the Altanta Property, reported on 8-K on March 4, 2014, and Form 8-K/A on May 1, 2014. The pro forma consolidated balance sheet of the Company prior to the acquisition of the Sarasota Properties 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 Sarasota Properties 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 an adjustment to reflect the cash used to acquired the Sarasota Properties.

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			Sarasota  Properties			Pro Forma  Reflecting  Acquisition
Revenues:
Rental revenues	$	13,565		$	3,355		$	1,750	(1)	$	18,670
Expenses recoveries	3,234			573			194		(2)	4,001
Interest income on real estate loans and other	—			1,105			—			1,105
Total revenues	16,799			5,033			1,944			23,776
Expenses:
Management fee	475			—			—			475
General and administrative	3,214			—			—			3,214
Operations expenses	4,650			2,169			194		(2)	7,013
Depreciation and amortization	5,107			1,908			624		(3)	7,639
Loss on sale of development property	2			—			—			2
Acquisition costs	1,938			—			—			1,938
Total expenses	15,386			4,077			818			20,281
Operating income	1,413			956			1,126			3,495
Interest expense, net	4,295			1,120			—			5,415
Change in fair value of derivatives, net	(246		)	—			—			(246		)
Combined net loss	(2,636		)	(164		)	1,126			(1,674		)
Less: Net loss attributable to Predessor	576			—			—			576
Less: Net loss attributable to noncontrolling Interests	399			24			(164		)(4)	259
Net (loss)/income attributable to shareholders	$	(1,661	)	$	(140	)	$	962		$	(839	)
Net loss per share
Basic and diluted	$	(0.13	)							$	(0.07	)
Weighted average common shares:
Basic and diluted	12,883,917									12,883,917

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 Sarasota, Florida (the “Sarasota Properties”) as if the purchase had occurred on January 1, 2013 and our previously reported acquisition of the Altanta Property, reported on 8-K on March 4, 2014, and Form 8-K/A on May 1, 2014.  The pro forma consolidated and combined statement of operations of the Company, prior to the acquisition of the Sarasota Properties 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 Sarasota Properties.

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

3.Reflects depreciation expense over an average of a 34 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 an adjustment to deduct noncontrolling interest income from net income to arrive at net income available to common shareholders.