Physicians Realty Trust - Quarter Report: 2014 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

For the quarterly period ended March 31, 2014

 

or

 

 

For the transition period from              to

 

Commission file number: 001-36007

 

 

PHYSICIANS REALTY TRUST

(Exact Name of Registrant as Specified in its Charter)

 

 

 

(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.  x  Yes  o  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):

 

 

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 the Registrant’s common shares outstanding as of May 2, 2014 was 21,632,863.

 

 

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PHYSICIANS REALTY TRUST

 

Quarterly Report on Form 10-Q
for the Quarter Ended March 31, 2014

 

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			Page
			Number
Part I	Financial Information
Item 1	Financial Statements (Unaudited)
	Consolidated Balance Sheets — as of March 31, 2014  and December 31, 2013		3
	Consolidated and Combined Statements of Operations — for the Three  Months Ended March 31, 2014 and 2013		4
	Consolidated and Combined Statements of Equity — for the Three Months  Ended March 31, 2014		5
	Consolidated and Combined Statements of Cash Flow— for the Three Months  Ended March 31, 2014 and 2013		6
	Notes to Unaudited Consolidated and Combined Financial Statements		7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation		19
Item 3	Quantitative and Qualitative Disclosures About Market Risk		29
Item 4	Controls and Procedures		30
Part II	Other Information
Item 1	Legal Proceedings		31
Item 1A	Risk Factors		31
Item 6	Exhibits		35
SIGNATURES			36

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward-looking statements. In particular, statements pertaining to our capital resources, property performance and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

 

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

 

·                  general economic conditions;

 

·                  adverse economic or real estate developments, either nationally or in the markets in which our properties are located;

 

·                  our failure to generate sufficient cash flows to service our outstanding indebtedness;

 

·                  fluctuations in interest rates and increased operating costs;

 

·                  the availability, terms and deployment of debt and equity capital, including our senior secured revolving credit facility;

 

·                  our ability to make distributions on our shares of beneficial interest;

 

·                  general volatility of the market price of our common shares;

 

·                  our limited operating history;

 

·                  our increased vulnerability economically due to the concentration of our investments in healthcare properties;

 

·                  a substantial portion of our revenue is derived from our five largest tenants and thus, the bankruptcy, insolvency or weakened financial position of any one of them could seriously harm our operating results and financial condition;

 

·                  our geographic concentrations in Texas and the greater Atlanta, Georgia metropolitan area causes us to be particularly exposed to downturns in these local economies or other changes in local real estate market conditions;

 

·                  changes in our business or strategy;

 

·                  our dependence upon key personnel whose continued service is not guaranteed;

 

·                  our ability to identify, hire and retain highly qualified personnel in the future;

 

·                  the degree and nature of our competition;

 

·                  changes in governmental regulations, tax rates and similar matters;

 

·                  defaults on or non-renewal of leases by tenants;

 

·                  decreased rental rates or increased vacancy rates;

 

·                  difficulties in identifying healthcare properties to acquire and complete acquisitions;

 

·                  competition for investment opportunities;

 

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·                  our failure to successfully develop, integrate and operate acquired properties and operations;

 

·                  the impact of our investment in joint ventures;

 

·                  the financial condition and liquidity of, or disputes with, joint venture and development partners;

 

·                  our ability to operate as a public company;

 

·                  changes in accounting principles generally accepted in the United States (or GAAP);

 

·                  lack of or insufficient amounts of insurance;

 

·                  other factors affecting the real estate industry generally;

 

·                  our failure to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes;

 

·                  limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for U.S. federal income tax purposes; and

 

·                  changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs.

 

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. You should not place undue reliance on any forward-looking statements, which speak only as of the date of this report. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this prospectus, except as required by applicable law. For a further discussion of these and other factors that could impact our future results, performance or transactions, see Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for the Year Ended December 31, 2013 and Part II, Item 1A (Risk Factors) of this report.

 

In this report, the terms “we,” “us,” “our,” “our company,” the “Trust,” the “Company,” and “Physicians Realty” refer to Physicians Realty Trust, a Maryland real estate investment trust, together with its consolidated subsidiaries, including Physicians Realty L.P., a Delaware limited partnership, which we refer to in this report as our “Operating Partnership,” and the historical business and operations of four healthcare real estate funds that we have classified for accounting purposes as our “Predecessor” and which we sometimes refer to as the “Ziegler Funds.”

 

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PART I.                          Financial Information

 

Item 1.                                 Financial Statements

 

Physicians Realty Trust

Consolidated Balance Sheets

(Unaudited)

 (In thousands, except share and per share data)

 

		March 31,			December 31,
		2014			2013
ASSETS
Investment properties:
Land and improvements		$	44,419		$	26,088
Building and improvements		313,985			192,959
Tenant improvements		5,498			5,458
Acquired lease intangibles		39,712			31,236
Property under development		225			225
		403,839			255,966
Accumulated depreciation		(30,858		)	(28,427		)
Net real estate property		372,981			227,539
Real estate loan receivable		6,855			—
Investment in unconsolidated entity		1,317			—
Net real estate investments		381,153			227,539
Cash and cash equivalents		10,092			56,478
Tenant receivables, net		1,403			837
Deferred costs, net		2,690			2,105
Other assets		6,513			5,901
Total assets		$	401,851		$	292,860
LIABILITIES AND EQUITY
Liabilities:
Debt		$	159,382		$	42,821
Accounts payable		722			836
Dividend payable		5,699			5,681
Accrued expenses and other liabilities		3,889			2,288
Derivative liability		356			397
Total liabilities		170,048			52,023
Equity:
Common shares, $0.01 par value, 500,000,000 shares authorized, 21,632,863 and 21,548,597 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively.		216			215
Additional paid-in capital		213,833			213,359
Accumulated deficit		(16,630		)	(8,670		)
Total shareholders’ equity		197,419			204,904
Noncontrolling interests:
Operating partnership		33,749			35,310
Partially owned properties		635			623
Total noncontrolling interest		34,384			35,933
Total equity		231,803			240,837
Total liabilities and equity		$	401,851		$	292,860

 

The accompanying notes are an integral part of these consolidated and combined financial statements.

 

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Physicians Realty Trust and Predecessor

Consolidated and Combined Statements of Operations

(Unaudited)
(In thousands, except share and per share data)

 

		Three Months Ended
		March 31, 2014
					Predecessor
		2014			2013
Revenues:
Rental revenues		$	6,808		$	2,497
Expense recoveries		1,070			814
Interest income on real estate loans and other		113			5
Total revenues		7,991			3,316
Expenses:
Interest expense, net		1,281			1,166
General and administrative		2,014			120
Operating expenses		1,609			1,188
Depreciation and amortization		2,416			979
Acquisition expenses		4,287			—
Management fees		—			238
Total expenses		11,607			3,691
Other income:
Change in fair value of derivative		41			74
Equity in income of unconsolidated entity		17			—
Net loss		(3,558		)	$	(301	)
Less: Net loss attributable to noncontrolling interests —operating partnership		531
Less: Net income attributable to noncontrolling interests — partially owned properties		(66		)
Net loss attributable to common shareholders		$	(3,093	)
Net loss per share:
Basic and diluted		$	(0.15	)
Weighted average common shares:
Basic and diluted		21,298,597
Dividends and distributions declared per common share and unit		$	0.225

 

The accompanying notes are an integral part of these consolidated and combined financial statements.

 

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Physicians Realty Trust and Predecessor
Consolidated and Combined Statement of Equity

(In thousands, except shares)

(Unaudited)

 

		Number of Common Shares		Par Value			Additional Paid in Capital			Accumulated Deficit			Predecessor Equity			Total Shareholders’ and Predecessor Equity			Operating Partnership Noncontrolling interest			Partially Owned Properties Noncontrolling Interest			Total Non- Controlling Interests			Total Equity
Predecessor Balance
January 1, 2013		—		$	—		$	—		$	—		$	19,068		$	19,068		$	—		$	29		$	29		$	19,097
Net (loss)/income		—		—			—			—			(712		)	(712		)	—			136			136			(576		)
Transfer		—		—			—			—			36			36			—			(36		)	(36		)	—
Distributions		—		—			—			—			(211		)	(211		)	—			(209		)	(209		)	(420		)
Balance July 24, 2013		—		—			—			—			18,181			18,181						(80		)	(80		)	18,101
Physicians Realty Trust
Net proceeds from sale of common shares		21,298,597		213			225,707			—			—			225,920			—			—			—			225,920
Formation Transactions		—		—			35			—			(18,181		)	(18,146		)	18,181			(389		)	17,792			(354		)
Restricted share award grants		250,000		2			431			—			—			433			—			—			—			433
Dividends declared		—		—			—			(7,009		)	—			(7,009		)	(1,326		)	—			(1,326		)	(8,335		)
Adjustment for Noncontrolling Interests ownership in Operating Partnership		—		—			(7,391		)	—			—			(7,391		)	7,391			—			7,391			—
Contributions		—		—			(5,423		)	—			—			(5,423		)	11,534			1,276			12,810			7,387
Distributions		—		—			—			—			—			—			—			(255		)	(255		)	(255		)
Net (loss) income		—		—			—			(1,661		)	—			(1,661		)	(470		)	71			(399		)	(2,060		)
Balance December 31, 2013		21,548,597		215			213,359			(8,670		)	—			204,904			35,310			623			35,933			240,837
Restricted share award grants		84,266		1			333			—			—			334			—						—			334
Dividends/distributions declared		—		—			—			(4,867		)	—			(4,867		)	(832		)				(832		)	(5,699		)
Adjustment for Noncontrolling Interests ownership in Operating Partnership		—		—			198			—			—			198			(198		)	—			(198		)	—
Offering costs		—		—			(57		)	—			—			(57		)	—						—			(57		)
Distributions		—		—			—			—			—			—			—			(54		)	(54		)	(54		)
Net (loss) income		—		—			—			(3,093		)	—			(3,093		)	(531		)	66			(465		)	(3,558		)
Balance March 31, 2014		21,632,863		$	216		$	213,833		$	(16,630	)	$	—		$	197,419		$	33,749		$	635		$	34,384		$	231,803

 

The accompanying notes are an integral part of these consolidated and combined financial statements.

 

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Physicians Realty Trust and Predecessor

Consolidated and Combined Statements of Cash Flows

(In thousands) (Unaudited)

 

		Three Months Ended
		March 31,
					Predecessor
		2014			2013
Cash Flows from Operating Activities:
Net loss		$	(3,558	)	$	(301	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization		2,416			979
Amortization of deferred financing costs		148			42
Amortization of lease inducements and acquired lease intangibles		81			18
Straight-line rental revenue		(652		)	(5		)
Equity in income of unconsolidated entity		(17		)	—
Change in fair value of derivative		(41		)	(74		)
Provision for bad debts		6			9
Non-cash share compensation		356			—
Change in operating assets and liabilities:
Tenant receivables		(591		)	68
Other assets		6			18
Accounts payable to related parties		—			134
Accounts payable		(114		)	(216		)
Accrued expenses and other liabilities		1,580			39
Net cash (used in) provided by operating activities		(380		)	711
Cash Flows from Investing Activities:
Acquisition of investment properties, net		(138,779		)	(257		)
Real estate loan receivable		(6,836		)	—
Leasing commissions		(5		)	—
Cash used in investing activities		(145,620		)	(257		)
Cash Flows from Financing Activities:
Offering costs		(57		)	—
Proceeds from credit facility borrowings		80,000			—
Proceeds from issuance of debt		26,550			204
Debt issuance costs		(761		)	—
Payments on debt		(384		)	(432		)
Dividends paid - shareholders		(4,848		)	—
Distributions to noncontrolling interest— operating partnership		(832		)	—
Distributions to members and partners		—			(70		)
Distributions to noncontrolling interest — partially owned properties		(54		)	(108		)
Net cash provided by (used in) financing activities		99,614			(406		)
Net (decrease) increase in cash and cash equivalents		(46,386		)	48
Cash and cash equivalents, beginning of period		56,478			2,614
Cash and cash equivalents, end of period		$	10,092		$	2,662
Supplemental disclosure of cash flow information — interest paid during the period		$	1,025		$	1,049
Supplemental disclosure of noncash activity — assumed debt		$	10,800		$	—

 

The accompanying notes are an integral part of these consolidated and combined financial statements.

 

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Physicians Realty Trust and Predecessor
Notes to Consolidated and Combined Financial Statements

 

Note 1—Organization and Business

 

Physicians Realty Trust (the “Trust”) was organized in the state of Maryland on April 9, 2013. As of March 31, 2014, the Trust was authorized to issue up to 500,000,000 common shares of beneficial interest, par value $0.01 per share. The Trust filed a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed underwritten initial public offering (the “IPO”) and completed the IPO of its common shares and commenced operations on July 24, 2013.

 

The Trust contributed the net proceeds from the IPO to Physicians Realty L.P. (the “Operating Partnership”), a Delaware limited partnership, and is the sole general partner of the Operating Partnership. The Trust’s operations are conducted through the Operating Partnership and wholly-owned and majority-owned subsidiaries of the Operating Partnership. The Trust, as the general partner of the Operating Partnership, controls the Operating Partnership and consolidates the assets, liabilities and results of operations of the Operating Partnership.

 

The Trust is a self-managed real estate investment trust (“REIT”) formed primarily to acquire, selectively develop, own and manage healthcare properties that are leased to physicians, hospitals and healthcare delivery systems.

 

Initial Public Offering and Formation Transactions and Follow-On Public Offering

 

Pursuant to the IPO, the Trust issued an aggregate of 11,735,597 common shares, including common shares issued upon exercise of the underwriters’ overallotment option, and reserved approximately $123.8 million of net proceeds. The Trust contributed the net proceeds of the IPO to the Operating Partnership in exchange for 11,753,597 common units of partnership interest (“OP Units”). Concurrently with the completion of the IPO, the Trust acquired, through a series of contribution transactions, the entities that own the 19 properties that comprised the Trust’s initial properties from four healthcare real estate funds (the “Ziegler Funds”), as well as certain operating assets and liabilities. The Trust determined that the Ziegler Funds constitute the Trust’s accounting predecessor (the “Predecessor”). The Predecessor, which is not a legal entity, is comprised of the four Ziegler Funds that owned directly or indirectly interests in entities that owned the initial 19 properties in the Trust’s portfolio. The combined historical data for the Predecessor is not necessarily indicative of the Trust’s future financial position or results of operations. In addition, at the completion of the IPO, the Trust entered into a shared services agreement with B.C. Ziegler & Company (“Ziegler”) pursuant to which Ziegler provides office space, IT support, accounting support and other services to the Trust in exchange for an annual fee.

 

To acquire the ownership interests in the entities that own the 19 properties included in the Trust’s initial properties, and certain other operating assets and liabilities, from the Ziegler Funds, the Operating Partnership issued to the Ziegler Funds an aggregate of 2,744,000 OP Units, having an aggregate value of approximately $31.6 million based on the price to the public per share in the IPO. These formation transactions were effected concurrently with the completion of the IPO.

 

The net proceeds from the IPO, inclusive of shares issued pursuant to the exercise of the underwriters’ overallotment option, were approximately $123.8 million (after deducting the underwriting discount and expenses of the IPO and the formation transactions payable by the Trust). The Trust contributed the net proceeds of the IPO to the Operating Partnership in exchange for 11,753,597 OP Units on July 24, 2013, and upon closing of the IPO, the Trust owned a 79.6% interest in the Operating Partnership. The Operating Partnership used a portion of the IPO proceeds received from the Trust to purchase the 50% interest in the Arrowhead Commons property not owned by the Ziegler Funds for approximately $850,000, after which the Operating Partnership became the 100% owner of the property, and to pay certain expenses related to debt transfers and the Trust’s senior secured revolving credit facility. The balance of the net proceeds was subsequently invested in healthcare properties.

 

On December 11, 2013, the Trust completed a public offering of 9,545,000 common shares of beneficial interest, including 1,245,000 shares issued upon exercise of the underwriters’ overallotment option, resulting in net proceeds to the Trust of approximately $103.1 million. The Trust contributed the net proceeds of this offering to the Operating Partnership in exchange for OP Units, and the Operating Partnership used the net proceeds of the public offering to repay borrowings under the Trust’s senior secured revolving credit facility and for general corporate and working capital

 

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purposes, funding possible future acquisitions, including any pending acquisitions, and development activities.

 

Because the IPO and the formation transactions were completed on July 24, 2013, the Trust had no operations prior to that date.  References in these notes to the consolidated and combined financial statements of Physicians Realty Trust signify the Trust for the period from July 24, 2013, the date of completion of the IPO and the formation transactions, and of the Predecessor for all prior periods.

 

Note 2—Summary of Significant Accounting Policies

 

The accompanying unaudited consolidated and combined financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods ended March 31, 2014 and 2013 pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 21, 2014.

 

Principles of Consolidation

 

Property holding entities and other subsidiaries of which the Trust owns 100% of the equity or has a controlling financial interest evidenced by ownership of a majority voting interest are consolidated. All inter-company balances and transactions are eliminated. For entities in which the Trust owns less than 100% of the equity interest, the Trust consolidates the property if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, the Trust records a non-controlling interest representing equity held by non-controlling interests.

 

The Trust continually evaluates all of its transactions and investments to determine if they represent variable interests in a variable interest entity (“VIE”). If the Trust determines that it has a variable interest in a VIE, the Trust then evaluates if it is the primary beneficiary of the VIE. The evaluation is a qualitative assessment as to whether the Trust has the ability to direct the activities of a VIE that most significantly impact the entity’s economic performance. The Trust consolidates each VIE in which it, by virtue of or transactions with the Trust’s investments in the entity, is considered to be the primary beneficiary.

 

The Trust consolidates the following VIE for which it is the primary beneficiary:

 

In 2005, Ziegler Florida 4, LLC (Florida 4) entered into an agreement with CED SS II, LLC (CED) to form Ziegler CED Summerfield Square, LLC (Summerfield). Summerfield is in the business of property development. Florida 4 contributed $0.6 million of cash in exchange for a 40 percent interest in Summerfield. CED agreed to manage the development efforts of Summerfield and assume certain risks of project overruns in exchange for a 60 percent interest in Summerfield. Florida 4 is the primary beneficiary of Summerfield because Florida 4 has the power to direct activities of Summerfield that most significantly impact Summerfield’s economic performance. Those activities include management oversight and negotiation of unit sales related to the property. As of March 31, 2014 and December 31, 2013 property under development was approximately $0.2 million.

 

Noncontrolling Interests

 

Operating Partnership: Net income or loss is allocated to noncontrolling interests based on their respective ownership percentage of the Operating Partnership. The ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units held by the noncontrolling interests and the Trust. Issuance of additional Common Shares and OP Units changes the ownership interests of both the noncontrolling interests and the Trust. Such transactions and the related proceeds are treated as capital transactions.

 

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In connection with the closing of the IPO, the Trust and the Operating Partnership completed related formation transactions pursuant to which the Operating Partnership acquired from the Ziegler Funds, the Ziegler Funds’ ownership interests in 19 medical office buildings located in ten states in exchange for an aggregate of 2,744,000 OP Units.

 

In connection with the acquisition of a surgical center hospital in the New Orleans, Louisiana metropolitan area for approximately $37.5 million, on September 30, 2013, the Operating Partnership partially funded the purchase price by issuing 954,877 OP Units valued at approximately $11.5 million on the date of issuance.

 

Noncontrolling interests in the Trust represent OP Units held by the Predecessor’s prior investors and other investors.  As of March 31, 2014, the Trust held an 85.4% interest in the Operating Partnership.  As the sole general partner and the majority interest holder, the Trust consolidates the financial position and results of operation of the Operating Partnership.

 

Holders of OP Units may not transfer their units without the Trust’s prior written consent, as general partner of the Operating Partnership.  Beginning on the first anniversary of the issuance of OP Units, OP Unit holders may tender their units for redemption by the Operating Partnership in exchange for cash equal to the market price of the Trust’s common shares at the time of redemption or, for common shares on a one-for-one basis.  Such election to pay cash or issue shares to satisfy an OP Unit holder’s redemption request is solely within the control of the Trust.  Accordingly, the Trust presents the OP Units of the Operating Partnership held by the Predecessor’s prior investors and other investors as noncontrolling interests within equity in the consolidated balance sheet.

 

Partially Owned Properties: The Trust reflects noncontrolling interests in partially owned properties on the balance sheet for the portion of properties consolidated by the Trust that are not wholly owned by the Trust. The earnings or losses from those properties attributable to the noncontrolling interests are reflected as noncontrolling interests in partially owned properties in the consolidated and combined statement of operations.

 

Investment Properties

 

A property acquired not subject to an existing lease is treated as an asset acquisition and recorded at its purchase price, inclusive of acquisition costs, allocated between land and building based upon their fair values at the date of acquisition.  A property acquired with an existing lease is accounted for under the acquisition method in accordance with ASC Topic 805, Business Combinations, and recorded at fair value.

 

Investments in Unconsolidated Entities

 

The Trust reports investments in unconsolidated entities over whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.  Under this method of accounting, the Trust’s share of the investee’s earnings or losses is included in its consolidated and combined statement of operations.  The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the entity interest.

 

Real Estate Loans Receivable

 

Real estate loans receivable consists of a mezzanine loan.  Interest income on the loan is recognized as earned based on the terms of the loan subject to evaluation of collectability risks and is included in the Trust’s consolidated and combined statement of operations.

 

Dividends and Distributions

 

On March 31, 2014, the Trust’s Board of Trustees declared a cash dividend of $0.225 per share for the quarterly period ended March 31, 2014.  The dividend was paid on April 24, 2014 to common shareholders and common OP unit holders of record on April 18, 2014.

 

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Impairment of Real Estate Property

 

The Trust evaluates the recoverability of the recorded amount of real estate property whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. Impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If the Trust determines that an asset is impaired, the impairment to be recognized is measured as the amount by which the recorded amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the recorded amount or fair value less cost to sell. Fair value is determined using a discounted future cash flow analysis.

 

The Trust did not recognize any impairment for the three months ended March 31, 2014, nor did the Predecessor in the comparative period presented.

 

Rental Revenue

 

Rental revenue is recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis for leases may result in recognizing revenue for amounts more or less than amounts currently due from tenants. Amounts recognized in excess of amounts currently due from tenants are included in other assets and were $2.6 million and $2.0 million as of March 31, 2014 and December 31, 2013, respectively. If the Trust determines that collectability of straight-line rents is not reasonably assured, the Trust limits future recognition to amounts contractually owed and, where appropriate, establishes an allowance for estimated losses.  Rental revenue is reduced by amortization of lease inducements and above market rents and increased by amortization of below market rents on certain leases.  Lease inducements, above market rents and below market rents are amortized over the average remaining life of the lease.

 

Expense Recoveries

 

Expense recoveries relate to tenant reimbursement of real estate taxes, insurance and other operating expenses that are recognized as expense recovery revenue in the period the applicable expenses are incurred. The reimbursements are recorded at gross, as the Trust is generally the primary obligor with respect to real estate taxes and purchasing goods and services from third-party suppliers and has discretion in selecting the supplier and bears the credit risk of tenant reimbursement.

 

The Trust has certain tenants with absolute net leases. Under these lease agreements, the tenant is responsible for operating and building expenses. For absolute net leases, the Trust does not recognize expense recoveries.

 

Earnings Per Share

 

The Trust calculates earnings per share based upon the weighted average shares outstanding during the period.  Diluted earnings per share is calculated after giving effect to all potential diluted shares outstanding during the period.  There were 175,988 potentially dilutive shares outstanding related to the 2013 Equity Incentive Plan during the three months ended March 31, 2014. However, the shares were excluded from the computation of diluted shares as their impact would have been anti-dilutive.  As a result, the number of outstanding shares was the same for basic and diluted earnings per share.

 

Management Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated and combined financial statements and the amounts of revenue and expenses reported in the period. Significant estimates are made for the valuation of real estate and property, valuation of financial instruments, impairment assessments and fair value assessments with respect to purchase price allocations. Actual results could differ from these estimates.

 

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Reclassifications

 

Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the consolidated financial position or results of operations.

 

Note 3—Acquisitions and Investments

 

During the quarter ended March 31, 2014, the Trust completed acquisitions of 13 operating healthcare properties located in five states for an aggregate purchase price of approximately $147.4 million as summarized below (in thousands):

 

Property(1)		Location		Acquisition Date		Purchase Price
Foundations San Antonio Surgical Hospital(2)		San Antonio, TX		February 19, 2014		$	25,556
Eagles Landing Family Practice 4 MOBs(2)		Atlanta, GA		February 19, 2014		$	20,800
21st Century Oncology 4 MOBs(3)		Sarasota, FL		February 26, 2014		$	17,486
Foundations San Antonio MOB(3)		San Antonio, TX		February 28, 2014		$	6,800
Peachtree Dunwoody MOB(3)		Atlanta, GA		February 28, 2014		$	36,726
LifeCare LTACH(2)		Fort Worth, TX		March 28, 2014		$	27,160
LifeCare LTACH(2)		Pittsburgh, PA		March 28, 2014		$	12,840

 

(1)         “MOB” means medical office building and “LTACH” means long term acute care hospital.

(2)         The Trust accounted for these acquisitions as asset acquisitions and capitalized $0.4 million of total acquisition costs to the basis of the properties

(3)         The Trust accounted for these acquisitions under the acquisition method and expensed total acquisition costs of $4.3 million.

 

The following table summarizes the acquisition date fair values of the assets acquired and the liabilities assumed, which we determined using level two and level three inputs (in thousands):

 

 

On January 2, 2014, the Trust completed a $6.9 million mezzanine loan (“Mezzanine Loan”) to affiliates controlled by MedProperties Holdings, LLC, a Dallas, Texas based private investor in medical facilities (“MedProperties”).  The Mezzanine Loan is secured by MedProperties’ ownership interest in two special purpose entities that own a surgical hospital located in San Antonio, Texas (the “Surgical Hospital”) and an inpatient rehabilitation facility located in Scottsdale, Arizona (the “Rehab Hospital,” and together with the Surgical Hospital, the “Hospitals”). The Mezzanine Loan has a five year, interest-only term and bears interest at a rate of 9.0% per annum. As part of the consideration for providing the Mezzanine Loan, the Trust has an option to acquire the property leased to the Hospitals at a formula purchase price during year four of the Mezzanine Loan based on a fixed capitalization rate.

 

The Trust completed the acquisition of a 40% ownership interest in the entity that owns the land under Crescent City Surgical Centre for $1.3 million on February 21, 2014.  Such land is leased to the Trust pursuant to a long-term ground lease.  The Trust is accounting for this investment under the equity method of accounting.

 

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Unaudited Pro Forma Financial Information

 

The following table illustrates the effect on net income, earnings per share —basic and diluted as if the Trust had acquired the above acquisitions as of January 1, 2014 (in thousands, except per share amounts):

 

		Three Months Ended
		March 31, 2014
Revenue		$	4,329
Net income		1,795
Net income available to common shareholders		1,533
Earnings per share — basic and diluted		$	0.07
Weighted average common shares — basic and diluted		21,298,597

 

Note 4—Intangibles

 

The following is a summary of the carrying amount of acquired lease intangibles as of March 31, 2014 and December 31, 2013 (in thousands):

 

		March 31, 2014									December 31, 2013
Assets		Cost			Accumulated Amortization			Net			Cost			Accumulated Amortization			Net
In-place leases		$	36,641		$	(8,759	)	$	27,882		$	29,056		$	(8,080	)	$	20,976
Above market leases		3,071			(95		)	2,976			2,180			(48		)	2,132
Total		$	39,712		$	(8,854	)	$	30,858		$	31,236		$	(8,128	)	$	23,108

 

Amortization expense related to intangible in-place leases was $0.7 million and $0.2 million for the three months ended March 31, 2014 and 2013, respectively. For both the three months ended March 21, 2014 and 2013, rental revenues were reduced by $0.05 million from the amortization of above market lease intangibles.  Future aggregate amortization of the acquired lease intangibles as of March 31, 2014, is as follows (in thousands):

 

		Assets
2014		$	2,777
2015		3,684
2016		3,671
2017		3,495
2018		3,139
Thereafter		14,092
Total		$	30,858

 

The weighted average amortization period for lease intangibles is 11 years.

 

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Note 5—Debt

 

The following is a summary of debt as of March 31, 2014 and December 31, 2013 (in thousands):

 

		March 31, 2014			December 31, 2013
$140 million senior secured revolving credit facility bearing interest at floating rates, due August 2016, collateralized by twelve properties with a net book value of $133,140.		$	80,000		$	—
Mortgage notes, bearing fixed interest from 4.82% to 6.58%, with a weighted average interest rate of 5.26%, and due in 2016, 2017, 2018, 2019, 2021 and 2022 collateralized by nine properties with a net book value of $50,380.		74,883			38,288
Mortgage note, bearing variable interest of LIBOR plus 2.65% and due in 2017		4,499			4,533
Total debt		$	159,382		$	42,821

 

Senior Secured Credit Facility:

 

On August 29, 2013, the Trust and the Operating Partnership entered into a Credit Agreement with Regions Bank, as Administrative Agent, Regions Capital Markets, as Sole Lead Arranger and Sole Book Runner, and various other lenders in connection with a $75 million senior secured revolving credit facility (the “Credit Agreement”). On November 8, 2013, the Trust agreed with the lenders to increase the total amount available under the credit agreement from $75 million to $90 million. On February 21, 2014, the Trust agreed with the lenders to increase the total amount available under the Trust’s senior secured revolving credit facility from $90 million to $140 million. Subject to satisfaction of certain conditions, including additional lender commitments, we have the option to increase the borrowing capacity under the revolving credit facility to up to $250 million. The amount available to the Trust under the Credit Agreement is subject to certain limitations including, but not limited to, the appraised value of the pledged properties that comprise the borrowing base of the credit facility.

 

The Credit Agreement has a three-year term with an initial maturity date of August 29, 2016. Subject to the terms of the Credit Agreement, the Operating Partnership has the option to extend the term of the Credit Agreement to August 29, 2017.

 

The obligations of the Operating Partnership under the Credit Agreement are guaranteed by the Trust and certain of its subsidiaries. In addition, the Credit Agreement provides for security in the form of, among other things, mortgage liens on certain properties owned by the Operating Partnership that comprise the borrowing base.

 

The Credit Agreement provides for revolving credit loans to the Operating Partnership. Base Rate Loans, Adjusted LIBOR Rate Loans and Letters of Credit (each, as defined in the Credit Agreement) will be subject to interest rates, based upon the consolidated leverage ratio of the Trust, the Operating Partnership and its subsidiaries as follows:

 

Consolidated Leverage Ratio		Adjusted LIBOR Rate Loans and Letter of Credit Fee		Base Rate Loans
<35%		LIBOR + 2.65%		Base Rate + 1.65%
>35% and <45%		LIBOR + 2.85%		Base Rate + 1.85%
>45% and <50%		LIBOR + 2.95%		Base Rate + 1.95%
>50%		LIBOR + 3.40%		Base Rate + 2.40%

 

The Operating Partnership may, at any time, voluntarily prepay any loan under the Credit Agreement in whole or in part without premium or penalty.

 

The Credit Agreement contains financial covenants that, among other things, require compliance with loan-to-value, leverage and coverage ratios and maintenance of minimum tangible net worth, as well as covenants that may limit the Trust’s and the Operating Partnership’s ability to incur additional debt or make distributions. The Credit Agreement also contains customary events of default. Any event of default, if not cured or waived, could result in the acceleration of any outstanding indebtedness under the Credit Agreement.  As of March 31, 2014, the

 

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Trust was in compliance with all financial covenants.

 

As of March 31, 2014, there were $80 million of outstanding borrowings under the Trust’s Credit Agreement and $3.4 million is available to borrow without adding additional properties to the borrowing base securing the Credit Agreement.

 

On January 10, 2014, the Trust completed a $7.8 million mortgage financing on Foundation Surgical Affiliates Medical Care Building in Oklahoma City, Oklahoma, which property the Trust acquired in September 2013.  The loan has a seven year term, monthly interest and principal payments of $0.05 million, and bears interest at a rate of 4.71% per annum.

 

On January 14, 2014, the Trust completed a $18.8 million mortgage financing on Crescent City Surgical Centre in New Orleans, Louisiana, which property the Trust acquired in September 2013.  The loan has a five year term, interest only payments and bears interest at a rate of 5.0% per annum.

 

On February 19, 2014, the Trust assumed debt of approximately $10.8 million in connection with the purchase of a surgical hospital located in San Antonio, Texas.  The loan was recorded at estimated fair value equal to its outstanding principal balance of $10.8 million at the assumption date.  The loan has a remaining term of approximately eight years, monthly interest and principal payments of $0.1 million, and bears interest at a rate of 5.00% per annum until July 2018, after which the rate will be the greater of the prime rate plus 1.75% per annum or 5.00% per annum.

 

Scheduled principal payments due on debt as of March 31, 2014, are as follows (in thousands):

 

2014		$	1,353
2015		1,869
2016		89,427
2017		28,664
2018		5,498
Thereafter		32,571
Total		$	159,382

 

Note 6—Stock-based Compensation

 

The Trust follows ASC 718 in accounting for its share-based payments. This guidance requires measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock awards. This cost is recognized as compensation expense ratably over the employee’s requisite service period. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized when incurred.  Share-based payments classified as liability awards are marked to fair value at each reporting period.

 

Certain of the Trust’s employee stock awards vest only upon the achievement of performance targets. ASC 718 requires recognition of compensation cost only when achievement of performance conditions is considered probable.  Consequently, the Trust’s determination of the amount of stock compensation expense requires a significant level of judgment in estimating the probability of achievement of these performance targets.  Additionally, the Trust must make estimates regarding employee forfeitures in determining compensation expense.  Subsequent changes in actual experience are monitored and estimates are updated as information is available.

 

In connection with the IPO, the Trust adopted the 2013 Equity Incentive Plan which made available 600,000 restricted shares to be administered by the Compensation and Nominating Governance Committee of the Board of Trustees.  The committee has broad discretion in administering the terms of the plan.  Restricted shares granted under the plan are eligible for dividends as well as the right to vote.  The Trust granted to management and the Board of Trustees 250,000 restricted common shares upon completion of the IPO under the Trust’s 2013 Equity Incentive Plan at a value per share of $11.50 and total value of $2.9 million with a vesting period of three years. In March 2014, an additional 84,266 restricted common shares were granted to management and the Board of Trustees.

 

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		Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2013		250,000		$	11.50
Granted		84,266		13.47
Vested		—		—
Forfeited		—		—
Non-vested at March 31, 2014		334,266		$	12.00

 

For all service awards, we record compensation expense for the entire award on a straight-line basis (or, if applicable, on the accelerated method) over the requisite service period.  For the three months ended March 31, 2014, the Trust recognized non-cash share compensation of $0.3 million.  Unrecognized compensation expense at March 31, 2014 was $4.1 million.  The Trust’s compensation expense recorded in connection with grants of restricted stock reflects an initial estimated cumulative forfeiture rate of 0% over the requisite service period of the awards. That estimate will be revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates.

 

Restricted Share Units:

 

In March 2014, under the Trust’s 2013 Equity Incentive Plan, the Trust granted 55,680 performance-based restricted share units at target level to management, which are subject to various performance measurements and a three year service period.  Also, each restricted share unit contains one dividend equivalent.  The recipient will accrue dividend equivalents on awarded share units equal to the cash dividend that would have been paid on the awarded share unit had the awarded share unit been an issued and outstanding common share on the record date for the dividend.  For the three months ended March 31, 2014, the Trust recognized non-cash share unit compensation of $0.02 million.  Unrecognized compensation expense at March 31, 2014 was $0.8 million.

 

Note 7—Fair Value Measurements

 

Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value.

 

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

 

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

 

The derivative instrument (Note 9) consists solely of an interest rate swap that is not traded on an exchange and is recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs.

 

The Trust measures its interest rate swap at fair value on a recurring basis. The fair value of ($0.4) million and $(0.4) million as of March 31, 2014 and December 31, 2013, respectively, is based on primarily Level 2 inputs described above.

 

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The Trust also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis.  This generally includes assets subject to impairments.  There were no such assets measured at fair value as of March 31, 2014.

 

The carrying amounts of cash and cash equivalents, tenant receivables, payables, accrued interest, and the Credit Agreement are reasonable estimates of fair value because of the short maturities of these instruments. Fair values for mortgage notes are estimated based on rates currently prevailing for similar instruments of similar maturities.

 

The following table presents the fair value of other financial instruments (in thousands). The swap is measured at fair value on a recurring basis.

 

		March 31,						December 31,
		2014						2013
		(unaudited)
		Carrying Amount			Fair Value			Carrying Amount			Fair Value
Cash and cash equivalents		$	10,092		$	10,092		$	56,478		$	56,478
Real estate loan receivable		$	6,855		$	6,855		$	—		$	—
Mortgage notes		$	79,382		$	80,242		$	42,821		$	44,130
Derivative liability		$	356		$	356		$	397		$	397

 

Note 8—Derivative Financial Instruments

 

The Trust is exposed to certain risks in the normal course of its business operations. One risk relating to the variability of interest on variable rate debt is managed through the use of derivatives. All derivative financial instruments are reported in the balance sheet at fair value.  The Trust has elected not to apply hedge accounting to its derivative financial instrument.

 

Generally, the Trust enters into swap relationships such that changes in the fair value or cash flows of items and transactions being hedged are expected to be offset by corresponding changes in the values of the derivatives.

 

The Trust and the Predecessor held a swap to pay fixed/receive variable interest rates with a total notional amount of $7.9 million as of each of March 31, 2014 and December 31, 2013.  Gains recognized on the interest rate swap of $0.04 million and $0.07 million were included in change in fair value of derivatives, net in the consolidated and combined statements of operations for the three months ended March 31, 2014 and 2013, respectively.

 

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Note 9—Tenant Operating Leases

 

The Trust is lessor of medical office buildings and other healthcare facilities. Leases have expirations from 2014 through 2028. As of March 31, 2014, the future minimum rental payments on non-cancelable leases, exclusive of expense recoveries, were as follows (in thousands):

 

2014		$	25,440
2015		34,193
2016		33,818
2017		33,601
2018		31,653
Thereafter		264,848
Total		$	423,553

 

Note 10—Rent Expense

 

The Trust leases the land upon which three of its properties are located from third party land owners pursuant to separate ground leases.  The ground leases require fixed annual rental payments and may also include escalation clauses and renewal options. These leases have terms up to 68 years remaining, excluding extension options. As of March 31, 2014, the future minimum lease obligations under non-cancelable ground leases were as follows (in thousands):

 

2014		$	210
2015		287
2016		295
2017		304
2018		313
Thereafter		26,091
Total		$	27,500

 

Note 11—Earnings Per Share

 

The following table shows the amounts used in computing the Trust’s basic and diluted earnings per share. As the three months ended March 31, 2014 resulted in a net loss, there is no dilution to earnings per share (in thousands, except share and per share data):

 

		Three Months Ended March 31,
		2014
Numerator for earnings per share — basic and diluted:
Net loss		$	(3,558	)
Less: Loss allocable to noncontrolling interests		465
Numerator for earnings per share — basic and diluted		$	(3,093	)
Denominator for earnings per share - basic and diluted shares:		21,298,597
Basic and diluted earnings per share		$	(0.15	)

 

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Note 12—Related Party Transactions

 

The Trust has entered into a shared services agreement with Ziegler pursuant to which Ziegler provides office space, IT support, accounting support and other services to the Trust in exchange for an annual fee. The shared service fee was $0.2 million for the three months ended March 31, 2014, and is recorded in general and administrative expense in the consolidated statement of operations.

 

Ziegler charged the Predecessor an annual management fee equal to 2 percent of the total capital commitments. Total management fees charged to the Predecessor were $0.2 million for the three months ended March 31, 2013. The Trust did not incur a management fee for the three months ended March 31, 2014.

 

Note 13 — Subsequent Events

 

Events subsequent to March 31, 2014, were evaluated through the date these financials statements were issued.

 

On April 4, 2014, the Audit Committee of the Board of Trustees completed a “Response for Proposal” process to determine whom to engage to perform the Trust’s independent public audit for the fiscal year ended December 31, 2014.  As a result of that process, which included Plante & Moran, PLLC, the independent registered public accounting firm that performed audit and other assurance services for the Trust’s Predecessor and for the Trust for the fiscal year ended December 31, 2013, the Audit Committee determined that it was in the best interest of the Trust to appoint Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2014. Additional information regarding the change in the Trust’s independent registered public accounting firm can be found in our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 7, 2014.

 

The Trust, through subsidiaries of its operating partnership, closed on the below acquisitions (in thousands):

 

Property(1)		Location		Acquisition Date		Purchase Price
Pinnacle Health 2 MOBs		Wormleysburg & Carlisle, PA		April 22, 2014		$	9,300
South Bend MOB		Mishawaka, IN		April 30, 2014		$	14,900
Grenada MOB		Grenada, MS		April 30, 2014		$	7,100

 

(1)         “MOB” means medical office building.

 

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Item 2.                                 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our unaudited consolidated financial statements, including the notes to those statements, included in Part I, Item 1 of this report, and the Section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this report. As discussed in more detail in the Section entitled “Cautionary Statement Regarding Forward-Looking Statements,” this discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause those differences include those discussed in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for the Year Ended December 31, 2013.

 

Overview

 

We are a self-managed healthcare real estate company organized in April 2013 to acquire, selectively develop, own and manage healthcare properties that are leased to physicians, hospitals and healthcare delivery systems. We invest in real estate that is integral to providing high quality healthcare services. Our properties are typically located on a campus with a hospital or other healthcare facilities or strategically located and affiliated with a hospital or other healthcare facilities. We believe the impact of government programs and continuing trends in the healthcare industry create attractive opportunities for us to invest in healthcare related real estate. Our management team has significant public healthcare REIT experience and has long established relationships with physicians, hospitals and healthcare delivery system decision makers that we believe will provide quality investment and growth opportunities. Our principal investments include medical office buildings, outpatient treatment facilities, acute and post-acute care hospitals, as well as other real estate integral to health care providers. We seek to generate attractive risk-adjusted returns for our shareholders through a combination of stable and increasing dividends and potential long-term appreciation in the value of our properties and our common shares. We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our short taxable year ending December 31, 2013, upon the filing of our federal income tax return for such year.

 

We completed our IPO, pursuant to which we issued an aggregate of 11,753,597 common shares, including shares issued upon exercise of the underwriters’ overallotment option, and received approximately $123.8 million of net proceeds. We contributed the net proceeds of the IPO to our Operating Partnership in exchange for 11,753,597 OP Units. Simultaneously with the closing of our IPO, we completed a series of related formation transactions pursuant to which we acquired 19 medical office buildings located in ten states with approximately 524,048 net leasable square feet in exchange for 2,744,000 OP Units, and the assumption of approximately $84.3 million of debt related to such properties. We used the net proceeds of the IPO to repay approximately $36.9 million of such debt, to purchase the 50% interest in the Arrowhead Common property not owned by the Ziegler Funds for approximately $850,000, after which we became the 100% owner of that property, and to pay certain expenses related to the assumption of debt and our senior secured revolving credit facility. In addition, at the completion of the IPO, we entered into a shared services agreement with Ziegler pursuant to which Ziegler provides office space, IT support, accounting support and other services to us in exchange for an annual fee.

 

We have entered into a $75 million senior secured revolving credit facility and intend to use borrowings under the facility to finance future acquisitions and developments, fund tenant improvements, leasing commissions to third parties, capital expenditures, provide for working capital and for other general corporate purposes. Subject to the satisfaction of certain conditions, including additional lender commitments, we have the option to increase the borrowing capacity under the senior secured revolving credit facility up to $250 million. On November 8, 2013, we agreed with the lenders to increase the total amount available under our senior secured revolving credit facility from $75 million to $90 million. On February 21, 2014, we agreed with the lenders to increase the total amount available under our senior secured revolving credit facility from $90 million to $140 million. As of  March 31, 2014, we had approximately $79.4 million of mortgage indebtedness outstanding secured by first mortgages on certain of our properties and had $80 million of outstanding borrowings under our senior secured revolving credit facility.

 

Following completion of our IPO and related formation transactions through December 31, 2013, we completed the acquisitions of eight healthcare properties located in six states containing an aggregate of 377,295 net

 

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leasable square feet for an aggregate of approximately $136.4 million using proceeds from the IPO, borrowings under our senior secured revolving credit facility and issuance of OP units. One of the eight healthcare property acquisitions was the Crescent City Surgical Centre in New Orleans, Louisiana, which was acquired in September 2013 for approximately $37.5 million. As partial payment of the purchase price for the property, we issued an aggregate of 954,877 OP Units to the sellers of that property valued at approximately $11.5 million (based on the average three-day closing price of our common shares on the NYSE prior to closing).  Also, during 2013, we acquired approximately 40% and 35% of the joint venture interests we did not own with respect to two of our existing properties, which resulted in our 100% ownership of those properties.

 

On December 11, 2013, we completed a public offering of 9,545,000 common shares of beneficial interest, including 1,245,000 shares issued upon exercise of the underwriters’ overallotment option, resulting in net proceeds to us of approximately $103.1 million. We contributed the net proceeds of this offering to our operating partnership in exchange for OP Units, and our operating partnership used the net proceeds of the public offering to repay borrowings under our senior secured revolving credit facility and for general corporate and working capital purposes, funding possible future acquisitions, including any pending acquisitions, and development activities.

 

During the quarterly period ended March 31, 2014, we have completed seven acquisitions of 13 healthcare properties located in five states containing an aggregate of 550,670 net leasable square feet for an aggregate of approximately $147.4 million as summarized below using proceeds from our December 2013 public offering, borrowings under our senior secured revolving credit facility and mortgage financing on existing properties.

 

Property(1)		Location		Acquisition Date		Square Footage		Purchase Price (in thousands)
Foundations San Antonio Surgical Hospital		San Antonio, TX		February 19, 2014		45,954		$	25,556
Eagles Landing Family Practice 4 MOBs		Atlanta, GA		February 19, 2014		68,711		$	20,800
21st Century Oncology 4 MOBs		Sarasota, FL		February 26, 2014		46,895		$	17,486
Foundations San Antonio MOB		San Antonio, TX		February 28, 2014		22,832		$	6,800
Peachtree Dunwoody MOB		Atlanta, GA		February 28, 2014		131,368		$	36,726
LifeCare LTACH		Fort Worth, TX		March 28, 2014		80,000		$	27,160
LifeCare LTACH		Pittsburgh, PA		March 28, 2014		154,910		$	12,840

 

(1)         “MOB” means medical office building and “LTACH” means long term acute care hospital.

 

Also, we completed the acquisition of a 40% ownership interest in the entity that owns the land under Crescent City Surgical Centre for $1.3 million on February 21, 2014.  Such land is leased to us pursuant to a long-term ground lease.

 

As of March 31, 2014, our portfolio consisted of 40 properties located in 14 states with approximately 1,452,013 net leasable square feet, which were approximately 93.45% leased with a weighted average remaining lease term of approximately 10.1 years and approximately 60.5% of the net leasable square footage of our portfolio was affiliated with a healthcare delivery system and approximately 65.2% of the net leasable square footage of our properties is located within approximately 1/4 mile of a hospital campus. We receive a cash rental stream from these healthcare providers under our leases. Approximately 88.1% of the annualized base rent payments from our properties as of March 31, 2014 are from triple net leases, pursuant to which the tenants are responsible for all operating expenses relating to the property, including but not limited to real estate taxes, utilities, property insurance, routine maintenance and repairs, and property management. This structure helps insulate us from increases in certain operating expenses and provides more predictable cash flow. We seek to structure our triple net leases to generate attractive returns on a long-term basis. Our leases typically have initial terms of five to 15 years and include annual rent escalators of approximately 2%. Our operating results depend significantly upon the ability of our tenants to make required rental payments. We believe that our portfolio of medical office buildings and other healthcare facilities will enable us to generate stable cash flows over time because of the diversity of our tenants, staggered lease expiration schedule, long-term leases, and low historical occurrence of tenants defaulting under their leases. As of March 31, 2014, leases representing 1.5%, 1.7% and 4.7% of leasable square feet in our portfolio will expire in 2014, 2015 and 2016, respectively.

 

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