Physicians Realty Trust - Quarter Report: 2015 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2015

 

or

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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):

 

Large Accelerated Filer		o		Accelerated Filer		x
Non-Accelerated Filer		o  (Do not check if a smaller reporting company)		Smaller reporting company		o

 

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 1, 2015 was 70,314,808.

 

 

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PHYSICIANS REALTY TRUST

 

Quarterly Report on Form 10-Q
for the Quarter Ended March 31, 2015

 

Table of Contents

 

		Page
		Number
Part I	Financial Information
Item 1	Financial Statements (Unaudited)
	Consolidated Balance Sheets — as of March 31, 2015  and December 31, 2014	3
	Consolidated Statements of Operations — for the Three  Months Ended March 31, 2015 and 2014	4
	Consolidated Statements of Equity — for the Three Months  Ended March 31, 2015	5
	Consolidated Statements of Cash Flow— for the Three Months  Ended March 31, 2015 and 2014	6
	Notes to Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operation	23
Item 3	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4	Controls and Procedures	38
Part II	Other Information
Item 1	Legal Proceedings	38
Item 1A	Risk Factors	38
Item 6	Exhibits	39
SIGNATURES		40

 

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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.

 

These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. These forward-looking statements are not guarantees of future performance and involve numerous risks and uncertainties and, thus, 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 unsecured revolving credit facility;

 

·                  our ability to make distributions on our common shares;

 

·                  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;

 

·                  our geographic concentrations in Texas and metro Atlanta, Georgia  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;

 

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

 

·                  the impact of our investment in joint ventures;

 

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·                  the financial condition and liquidity of, or disputes with, any joint venture and development partners with whom we may make co-investments in the future;

 

·                  cybersecurity incidents could disrupt our business and result in the compromise of confidential information;

 

·                  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 real estate investment trust (or 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;

 

·                  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; and

 

·                  various other factors may materially adversely affect us, including the per share trading price of our common shares, such as:

 

·                  higher market interest rates;

·                  the number of our common shares available for future issuance or sale;

·                  our issuance of equity securities or the perception that such issuance might occur;

·                  future offerings of debt; and

·                  if securities analysts do not publish research or reports about our industry or if they downgrade our common shares or the healthcare-related real estate sector.

 

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 report, 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 fiscal year ended December 31, 2014.

 

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

 (In thousands, except share and per share data)

 

		March 31,			December 31,
		2015			2014
		(unaudited)
ASSETS
Investment properties:
Land and improvements		$	99,950		$	79,334
Building and improvements		817,673			644,086
Tenant improvements		6,417			5,614
Acquired lease intangibles		109,173			72,985
		1,033,213			802,019
Accumulated depreciation		(53,451		)	(45,569		)
Net real estate property		979,762			756,450
Real estate loans receivable		16,094			15,876
Investment in unconsolidated entity		1,324			1,324
Net real estate investments		997,180			773,650
Cash and cash equivalents		35,774			15,923
Tenant receivables, net		2,127			1,324
Deferred costs, net		4,601			4,870
Other assets		26,525			15,806
Total assets		$	1,066,207		$	811,573
LIABILITIES AND EQUITY
Liabilities:
Credit facility		$	73,000		$	138,000
Mortgage debt		83,952			78,105
Accounts payable		448			700
Dividends payable		16,722			16,548
Accrued expenses and other liabilities		13,029			6,140
Acquired lease intangibles, net		3,056			2,871
Total liabilities		190,207			242,364
Redeemable noncontrolling interest — Operating Partnership and partially owned properties		13,721			—
Equity:
Common shares, $0.01 par value, 500,000,000 shares authorized, 69,943,001 and 50,640,863 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively.		703			510
Additional paid-in capital		886,092			586,017
Accumulated deficit		(68,161		)	(51,797		)
Total shareholders’ equity		818,634			534,730
Noncontrolling interests:
Operating Partnership		42,430			33,727
Partially owned properties		1,215			752
Total noncontrolling interests		43,645			34,479
Total equity		862,279			569,209
Total liabilities and equity		$	1,066,207		$	811,573

 

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

 

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Physicians Realty Trust

Consolidated Statements of Operations

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

 

		Three Months Ended
		March 31,
		2015			2014
Revenues:
Rental revenues		$	20,341		$	6,808
Expense recoveries		3,536			1,070
Interest income on real estate loans and other		607			154
Total revenues		24,484			8,032
Expenses:
Interest expense		1,710			1,281
General and administrative		3,352			2,014
Operating expenses		5,709			1,609
Depreciation and amortization		8,240			2,416
Acquisition expenses		5,932			4,287
Total expenses		24,943			11,607
Loss before equity in income of unconsolidated entity, loss on sale of investment property, and noncontrolling interests:		(459		)	(3,575		)
Equity in income of unconsolidated entity		26			17
Loss on sale of investment property		(15		)	—
Net loss		(448		)	(3,558		)
Net (income) loss attributable to noncontrolling interests:
Operating Partnership		24			531
Partially owned properties		(32		)	(66		)
Net loss attributable to controlling interest		(456		)	(3,093		)
Preferred distributions		(66		)	—
Net loss attributable to common shareholders		$	(522	)	$	(3,093	)
Net loss per share:
Basic and diluted		$	(0.01	)	$	(0.15	)
Weighted average common shares:
Basic and diluted		65,649,478			21,298,897
Dividends and distributions declared per common share and unit		$	0.225		$	0.225

 

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

 

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Physicians Realty Trust

Consolidated Statements of Equity

(In thousands) (Unaudited)

 

		Par Value			Additional Paid in Capital			Accumulated Deficit			Total Shareholders’ Equity			Operating Partnership Noncontrolling interest			Partially Owned Properties Noncontrolling Interest			Total Non- Controlling Interests			Total Equity
Balance at January 1, 2015		$	510		$	586,017		$	(51,797	)	$	534,730		$	33,727		$	752		$	34,479		$	569,209
Net proceeds from sale of common shares		192			301,580			—			301,772			—			—			—			301,772
Restricted share award grants, net		1			866			(21		)	846			—			—			—			846
Purchase of OP Units		—			—			—			—			(205		)	—			(205		)	(205		)
Conversion of OP Units		—			18			—			18			(18		)	—			(18		)	—
Dividends/distributions declared		—			—			(15,821		)	(15,821		)	(809		)	—			(809		)	(16,630		)
Preferred distribution		—			—			(66		)	(66		)	—			—			—			(66		)
Issuance of OP Units in connection with acquisition		—			—			—			—			7,314			—			7,314			7,314
Contribution		—			—			—			—			—			500			500			500
Distributions		—			—			—			—			—			(69		)	(69		)	(69		)
Change in market value redeemable noncontrolling interests — Operating Partnerhip and partially owned properties		—			56			—			56			—			—			—			56
Net (loss) income		—			—			(456		)	(456		)	(24		)	32			8			(448		)
Adjustment for Noncontrolling Interests ownership in Operating Partnership		—			(2,445		)	—			(2,445		)	2,445			—			2,445			—
Balance at March 31, 2015		$	703		$	886,092		$	(68,161	)	$	818,634		$	42,430		$	1,215		$	43,645		$	862,279

 

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

 

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Physicians Realty Trust

Consolidated Statements of Cash Flows

 (In thousands) (Unaudited)

 

		Three Months Ended March 31,
		2015			2014
Cash Flows from Operating Activities:
Net loss		$	(448	)	$	(3,558	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		8,240			2,416
Amortization of deferred financing costs		293			148
Amortization of lease inducements and above/below market lease intangibles		302			81
Straight-line rental revenue/expense		(2,012		)	(652		)
Amortization of above market assumed debt		(10		)	—
Loss on sale of investment property		15			—
Equity in income of unconsolidated entity		(26		)	(17		)
Distribution from unconsolidated entity		26			—
Change in fair value of derivatives		(13		)	(41		)
Provision for bad debts		—			6
Non-cash share compensation		867			356
Change in operating assets and liabilities:
Tenant receivables		(1,022		)	(591		)
Other assets		(580		)	6
Accounts payable		(252		)	(114		)
Accrued expenses and other liabilities		4,345			1,580
Net cash provided by (used in) operating activities		9,725			(380		)
Cash Flows from Investing Activities:
Proceeds on sales of investment property		1,550			—
Acquisition of investment properties, net		(205,278		)	(138,779		)
Capital expenditures on existing investment properties		(1,028		)	—
Real estate loans receivable		—			(6,836		)
Note receivable		(4,123		)	—
Leasing commissions		(35		)	(5		)
Lease inducements		(462		)	—
Net cash used in investing activities		(209,376		)	(145,620		)
Cash Flows from Financing Activities:
Net proceeds from sale of common shares		301,772			(57		)
Proceeds from credit facility borrowings		73,000			80,000
Payment on credit facility borrowings		(138,000		)	—
Proceeds from issuance of mortgage debt		—			26,550
Principal payments on mortgage debt		(466		)	(384		)
Debt issuance costs		(24		)	(761		)
Dividends paid — shareholders		(15,792		)	(4,848		)
Distributions to noncontrolling interest— Operating Partnership		(714		)	(832		)
Distributions to noncontrolling interest — partially owned properties		(69		)	(54		)
Purchase of OP Units		(205		)	—
Net cash provided by financing activities		219,502			99,614
Net increase (decrease) in cash and cash equivalents		19,851			(46,386		)
Cash and cash equivalents, beginning of year		15,923			56,478
Cash and cash equivalents, end of year		$	35,774		$	10,092
Supplemental disclosure of cash flow information — interest paid during the period		$	1,402		$	1,025
Supplemental disclosure of noncash activity — assumed debt		$	6,323		$	10,800
Supplemental disclosure of noncash activity — issuance of OP Units and Series A Preferred Units in connection with acquisitions		$	17,017		$	—
Supplemental disclosure of noncash activity — contingent consideration		$	1,482		$	—

 

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

 

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Physicians Realty Trust
Notes to Consolidated 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 December 31, 2014, the Trust was authorized to issue up to 500,000,000 common shares of beneficial interest, par value $0.01 per share (“common shares”). The Trust filed a Registration Statement on Form S-11 with the Securities and Exchange Commission (the “Commission” on the “SEC”) 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.

 

Follow-On Public Offerings

 

On January 21, 2015, the Trust completed a public offering of 18,975,000 common shares, including 2,475,000 common shares issued upon exercise of the underwriters’ overallotment option, resulting in net proceeds to the Trust of approximately $297.7 million. The trust contributed the net proceeds of this offering to the Operating Partnership in exchange for 18,975,000 partnership interests in our Operating Partnership (“OP Units”), and the Operating Partnership used the net proceeds of the public offering to repay borrowings under the Trust’s unsecured revolving credit facility and for general corporate and working capital purposes, including funding acquisitions.

 

On August 19, 2014, the Trust and the Operating Partnership entered into separate At Market Issuance Sales Agreements (the “Sales Agreements”) with each of MLV & Co. LLC, KeyBanc Capital Markets Inc., JMP Securities LLC, and RBC Capital Markets, LLC (the “Agents”), pursuant to which the Trust may issue and sell common shares having an aggregate offering price of up to $150 million, from time to time, through the Agents pursuant to the Shelf Registration Statement (the “ATM Program”). During the quarterly period ended March 31, 2015, the Trust sold 247,397 common shares pursuant to the ATM Program, at a weighted average price of $16.96 per share resulting in total proceeds of approximately $4.1 million, before $0.1 million in commissions.

 

Note 2—Summary of Significant Accounting Policies

 

The accompanying unaudited consolidated 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, 2015 and 2014 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, 2014, filed with the SEC on March 12, 2015.

 

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Principles of Consolidation

 

Property holding entities and other subsidiaries of which the Trust or the Operating Partnership 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 in consolidation. 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 noncontrolling interest representing equity held by noncontrolling interests.

 

U.S. generally accepted accounting principles (“GAAP”) requires the Trust to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Trust consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Trust may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

 

The Trust identifies the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The Trust performs this analysis on an ongoing basis.

 

Noncontrolling Interests

 

The Trust presents the portion of any equity it does not own in entities that it controls (and thus consolidates) as noncontrolling interests and classifies such interests as a component of consolidated equity, separate from the Trust’s total shareholders’ equity, on the consolidated balance sheets.

 

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.

 

During the three months ended March 31, 2015, the Operating Partnership partially funded a property acquisition by issuing an aggregate of 420,963 OP Units valued at approximately $7.3 million.  The acquisition had a total purchase price of approximately $10.0 million.

 

Noncontrolling interests in the Trust represent OP Units held by the Predecessor’s prior investors and other investors. As of March 31, 2015, the Trust held a 95.1% 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 OP 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 OP 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 unregistered common shares on a one-for-one basis.  Such selection to pay cash or issue common 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

 

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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 net income or loss attributable to noncontrolling interests partially owned properties in the consolidated statement of operations.

 

Redeemable Noncontrolling Interests — Operating Partnership and Partially Owned Properties

 

On February 5, 2015, the Trust entered into a Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) which provides for the designation and issuance of the newly designated Series A Participating Redeemable Preferred Units of the operating partnership (“Series A Preferred Units”). The Series A Preferred Units will have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation. In addition, the Series A Preferred Units will be redeemable at the option of the holders on or after the one year anniversary of their issuance, which redemption obligation may be satisfied, at the Trust’s option, in cash or registered common shares.  Instruments that require settlement in registered shares may not be classified in permanent equity as it is not always completely within an issuer’s control to deliver registered shares.

 

On February 5, 2015, the acquisition of the Minnetonka MOB was partially funded with the issuance of 44,685 Series A Preferred Units with a value of $9.7 million.  Due to the redemption rights associated with the Series A Preferred Units the Trust classifies the Series A Preferred Units in the mezzanine section of its consolidated balance sheet.

 

A noncontrolling interest of a consolidated joint venture was classified as redeemable at March 31, 2015. Accordingly, the Trust records the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. The Trust’s joint venture partner has certain redemption rights with respect to their noncontrolling interest in the joint venture that are outside of the Trust’s control, and therefore, the redeemable noncontrolling interest is classified in the mezzanine section of the Trust’s consolidated balance sheet. The Trust recognizes changes in carrying value of redeemable noncontrolling interests through additional paid-in-capital.

 

Dividends and Distributions

 

On March 31, 2015, the Trust’s Board of Trustees declared a cash dividend of $0.225 per common share for the quarterly period ended March 31, 2015.  The dividend was paid on May 1, 2015 to common shareholders and common OP Unit holders of record on April 17, 2015.

 

Purchase of 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 the acquired tangible assets and assumed liabilities based upon their relative fair values at the date of acquisition.  A property acquired with an existing lease is accounted for as a business combination pursuant to the acquisition method in accordance with ASC Topic 805, Business Combinations (“ASC 805”), and assets acquired and liabilities assumed, including identified intangible assets and liabilities, are recorded at fair value.

 

The determination of fair value involves the use of significant judgment and estimation.  The Trust makes estimates of the fair value of the tangible and intangible acquired assets and assumed liabilities using information obtained from multiple sources as a result of pre-acquisition due diligence and may include the assistance of a third party appraiser.  The Trust estimates the fair value of buildings acquired on an as-if-vacant basis and depreciates the building value over the estimated remaining life of the building. The Trust determines the allocated value of other fixed assets, such as site improvements, based upon the replacement cost and depreciates such value over the assets’

 

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estimated remaining useful lives as determined at the applicable acquisition date. The fair value of land is determined either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within the Trust’s portfolio.

 

In recognizing identified intangible assets and liabilities in connection with a business combination, the value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management’s estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market lease intangibles are amortized as a reduction or addition to rental income over the estimated remaining term of the respective leases.

 

In determining the value of in-place leases and tenant relationships, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods, and costs to execute similar leases, including leasing commissions, tenant improvements, legal, and other related costs based on current market demand. The values assigned to in-place leases and tenant relationships are amortized over the estimated remaining term of the lease.

 

The values assigned to all lease intangible assets and liabilities are amortized over the estimated remaining term of the lease. If a lease terminates prior to its scheduled expiration, all unamortized costs related to that lease are written off.

 

The Trust calculates the fair value of any long-term debt assumed by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which the Trust approximates based on the rate at which it would expect to incur on a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.

 

Based on these estimates, the Trust recognizes the acquired assets and assumed liabilities at their estimated fair values, which are generally determined using Level 3 inputs, such as market rental rates, capitalization rates, discount rates, or other available market data. Initial valuations are subject to change until the information is finalized, no later than 12 months from the acquisition date. The Trust expenses transaction costs associated with acquisitions accounted for as business combinations in the period incurred.

 

Impairment of Intangible and Long-Lived Assets

 

The Trust periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators or whenever events or changes in circumstances indicate that the recorded amount of an asset may not be fully recoverable. If indicators of impairment are present, the Trust evaluates the carrying value of the related real estate properties in relation to the undiscounted expected future cash flows of the underlying operations.  In performing this evaluation, management considers market conditions and current intentions with respect to holding or disposing of the real estate property. The Trust adjusts the net book value of real estate properties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. The Trust recognizes an impairment loss at the time it makes any such determination.  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. Fair value is typically determined using a discounted future cash flow analysis or other acceptable valuation techniques, which are based, in turn, upon Level 3 inputs, such as revenue and expense growth rates, capitalization rates, discount rates or other available market data.

 

The Trust did not record an impairment charge in either the three months ended March 31, 2015 or 2014.

 

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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 statements of operations.  The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the equity interest.

 

Real Estate Loans Receivable

 

Real estate loans receivable consists of a mezzanine loan and a term loan which are collateralized by an equity interest in a two medical office building developments.  Interest income on the loans are recognized as earned based on the terms of the loans subject to evaluation of collectability risks and are included in the Trust’s consolidated statement of operations.

 

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 approximately $8.5 million and $6.4 million as of March 31, 2015 and December 31, 2014, 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 adjusted by amortization of lease inducements and above or below market rents on certain leases. Lease inducements and above or 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.

 

Income taxes

 

Prior to completion of the IPO, the Trust elected to be taxed as an S corporation for federal income tax purposes beginning with the first day of its existence with such election thereafter being revoked effective on the date of completion of the IPO. The Trust elected to be taxed as a real estate investment trust (“REIT”) for federal tax purposes commencing with the filing of its tax return for the short taxable year ending December 31, 2013. The Trust had no taxable income prior to electing REIT status. To qualify as a REIT, the Trust must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to its shareholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). As a REIT, the Trust generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its shareholders. If the Trust fails to qualify as a REIT in any taxable year, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Trust relief under certain statutory provisions. Such an event could materially adversely affect the Trust’s net income and net cash available for distribution to shareholders. However, the Trust intends to

 

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organize and operate in such a manner as to qualify for treatment as a REIT. Even if the Trust qualifies for taxation as a REIT, the Trust may be subject to state and local taxes on its income and property and federal income and excise taxes on its undistributed income.

 

Management Estimates

 

The preparation of consolidated financial statements in conformity with GAAP 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 financial statements and the amounts of revenue and expenses reported in the period. Significant estimates are made for the fair value assessments with respect to purchase price allocations, impairment assessments, and the valuation of financial instruments.  Actual results could differ from these estimates.

 

Contingent Liabilities

 

The Trust records a liability for contingent consideration (included in accrued expenses and other liabilities on its consolidated balance sheets) at fair value as of the acquisition date and reasseses the fair value at the end of each reporting period, with any changes being recognized in earnings. Increases or decreases in the fair value of contingent consideration can result from changes in discount periods, discount rates and probabilities that contingencies will be met.

 

Reclassifications

 

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

 

New Accounting Pronouncements

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which creates a new Topic, Accounting Standards Codification Topic 606.  The standard is principle-based and provides a five-step model to determine when and how revenue is recognized.  The core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.  This standard is effective for interim or annual periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption.  Early adoption of this standard is not allowed.  The Trust is currently evaluating the impact the adoption of Topic 606 will have on its consolidated financial statements.

 

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. This update is intended to improve targeted areas of consolidation guidance by simplifying the consolidation evaluation process, and by placing more emphasis on risk of loss when determining a controlling financial interest.  The provisions of this ASU are effective for interim and annual periods beginning after December 15, 2015.  The Trust is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The impact will be a reduction of other assets and the associated reported debt liability.

 

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Note 3—Acquisitions and Disposition

 

During the three months ended March 31, 2015, the Trust completed acquisitions of 23 operating healthcare properties located in nine states for an aggregate purchase price of approximately $234.1 million as summarized below:

 

Property(1)		Location		Acquisition Date		Purchase Price (in thousands)
Minnesota Portfolio (2)
Edina MOB (6)		Edina, MN		January 22, 2015		$	14,190
Savage MOB (6)		Savage, MN		January 22, 2015		12,800
Crystal MOB (6)		Crystal, MN		January 22, 2015		14,782
Dell Rd. MOB (6)		Chanhassen, MN		January 22, 2015		6,410
Vadnais Heights MOB (6)		Vadnais Heights, MN		January 29, 2015		18,422
Minnetonka MOB (6)(3)		Minnetonka, MN		February 5, 2015		26,000
Jamestown MOB (6)		Jamestown, ND		February 5, 2015		12,819
Minnesota Eye MOB (6)		Minnetonka, MN		February 17, 2015		10,882
Columbus MOB (4)(6)		Columbus, GA		January 23, 2015		6,540
Methodist Sports MOB (5)(7)		Greenwood, IN		January 28, 2015		10,000
Indianapolis South 4 MOBs (6)		Greenwood, IN		February 13, 2015		17,183
Bridgeport Medical Center (6)		Lakewood, WA		February 27, 2015		13,750
Baylor Cancer Center (6)		Dallas, TX		February 27, 2015		8,200
Renaissance Office Building (6)		Milwaukee, WI		March 27, 2015		6,500
University of Rochester Strong Memorial Portfolio 5 MOBs (6)		Rochester, NY		March 31, 2015		41,000
Avalon Park Florida Hospital MOB (6)		Avalon Park, FL		March 31, 2015		14,600
						$	234,078

 

(1)         “MOB” means medical office building.

(2)         Through subsidiaries of the Operating Partnership, the Trust acquired seven medical office facilities located in the Minneapolis-St. Paul Metropolitan area and one additional medical office facility located in Jamestown, North Dakota from affiliates of The Davis Group and investors associated with The Davis Group. The Davis Group retained a less than 1% minority interest in the property holding entities.

(3)         The Operating Partnership partially funded the purchase price of this acquisition by issuing a total of 44,685 Series A Preferred Units valued at approximately $9.7 million in the aggregate on the date of issuance to affiliates of The Davis Group. Holders of the Series A Preferred Units issued in connection with the acquisition of the Minnetonka MOB are entitled to certain redemption rights under the partnership agreement of the Operating Partnership which allow them to cause the Operating Partnership to redeem the Series A Preferred Units in exchange for cash, or at the Trust’s option, for common shares, pursuant to a formula provided in the partnership agreement and currently on an approximately one-for-12.65 basis. The investors in the Series A Preferred Units have agreed not cause the Operating Partnership to redeem their Series A Preferred Units prior to February 5, 2016.

(4)         This is the final building of the previously announced $34.5 million portfolio of 13 on-campus medical office facilities located in Columbus, Georgia.

(5)         The Trust accounted for this acquisition as asset acquisition and capitalized $0.1 million of total acquisition costs to the basis of the property.

(6)         The Trust accounted for these acquisitions as business combinations pursuant to the acquisition method and expensed total acquisition costs of $5.9 million.

(7)         The Operating Partnership partially funded the purchase price of this acquisition by issuing a total of 420,963 OP Units valued at approximately $7.3 million in the aggregate on the date of issuance.

 

For the three months ended March 31, 2015, the Trust recorded revenues and net income of $2.8 million and $0.6 million, respectively, from its first quarter 2015 acquisitions.

 

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The following table summarizes the acquisition date fair values of the assets acquired and the liabilities assumed, which the Trust determined using level 2 and level 3 inputs (in thousands):

 

Land		$	21,075
Building and improvements		175,050
In-place lease intangible		32,398
Above market in-place lease intangible		3,679
Below market in-place lease intangible		(315		)
Below market in-place ground lease		158
Lease inducement		462
Contingent consideration		(1,482		)
Receivables		3,564
Debt assumed		(6,323		)
Issuance of OP Units		(7,314		)
Issuance of Series A Preferred Units		(9,704		)
Noncontrolling interest		(5,508		)
Net assets acquired		$	205,740

 

These preliminary allocations are subject to revision within the measurement period, not to exceed one year from the date of the acquisitions.

 

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,
		2015			2014
Revenue		$	27,672		$	14,021
Net income (loss)		5,817			(2,672		)
Net income (loss) available to common shareholders		5,530			(2,336		)
Earnings per share - basic and diluted		$	0.08		$	(0.03	)
Common shares issued and outstanding		70,314,134			70,314,134

 

Disposition

 

On March 26, 2015, the Trust sold a 20,329 square foot medical office building located in Ohio for approximately $1.6 million and recognized a loss on sale of approximately $15,000.  Due to the Trust’s adoption of Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”), which raises the threshold for disposals to qualify as discontinued operations, the Trust did not report this disposition as a discontinued operation.

 

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Note 4—Intangibles

 

The following is a summary of the carrying amount of intangible assets and liabilities as of March 31, 2015 and December 31, 2014 (in thousands):

 

		March 31, 2015									December 31, 2014
		Cost			Accumulated Amortization			Net			Cost			Accumulated Amortization			Net
Assets
In-place leases		$	97,175		$	(14,687	)	$	82,488		$	64,777		$	(12,213	)	$	52,564
Above market leases		11,128			(930		)	10,198			7,449			(578		)	6,871
Leasehold interest		712			(20		)	692			759			(5		)	754
Below market ground lease		158			(1		)	157			—			—			—
Total		$	109,173		$	(15,638	)	$	93,535		$	72,985		$	(12,796	)	$	60,189
Liability
Below market lease		$	2,645		$	(282	)	$	2,363		2,330			(156		)	2,174
Above market ground lease		701			(8		)	693			701			(4		)	697
Total		$	3,346		$	(290	)	$	3,056		$	3,031		(160		)	$	2,871

 

The following is a summary of the acquired lease intangible amortization for the three month period ended March 31, 2015 and 2014, respectively (in thousands):

 

		2015			2014
Amortization expense related to in-place leases		$	2,474		$	700
Decrease of rental income related to above-market leases		352			48
Decrease of rental income related to leasehold interest		15			—
Increase of rental income related to below-market leases		126			—
Decrease of operating expense related to above market ground leases		4			—
Increase in operating expense related to below market ground lease		1			—

 

Future aggregate net amortization of the acquired lease intangibles as of March 31, 2015, is as follows (in thousands):

 

		Net Decrease in Revenue			Net Increase in Expenses
2015		$	(1,087	)	$	10,599
2016		(1,406		)	14,103
2017		(1,042		)	11,691
2018		(870		)	9,852
2019		(744		)	7,432
Thereafter		(3,377		)	28,276
Total		$	(8,526	)	$	81,953

 

For the three months ended March 31, 2015, the weighted average amortization period for asset lease intangibles and liability lease intangible is nine years and 15 years, respectively.

 

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Note 5—Other Assets

 

Other assets consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands):

 

		March 31,			December 31,
		2015			2014
Straight line rent receivable		$	8,486		$	6,431
Lease inducements, net		3,242			2,845
Escrows		5,105			1,906
Earnest deposits		2,685			2,343
Note receivable		4,140			—
Prepaid expenses and other		2,867			2,281
Total		$	26,525		$	15,806

 

Note 6—Debt

 

The following is a summary of debt as of March 31, 2015 and December 31, 2014 (in thousands):

 

		March 31,			December 31,
		2015			2014
Mortgage notes, bearing fixed interest from 4.71% to 6.58%, with a weighted average interest rate of 5.28%, and due in 2016, 2017, 2018, 2019, 2021 and 2022 collateralized by 10 properties with a net book value of $129,946.		$	79,156		$	73,706
Mortgage note, bearing variable interest of LIBOR plus 2.75% and due in 2017, collateralized by one property with a net book value of $6,185.		4,365			4,399
Total mortgage debt		83,521			78,105
$400 million unsecured revolving credit facility bearing variable interest of LIBOR plus 1.50%, due September 2018.		73,000			138,000
Total principal		156,521			216,105
Unamortized fair value adjustment		431			—
Total debt		$	156,952		$	216,105

 

Effective September 18, 2014, the credit agreement, dated as of August 29, 2013 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “Prior Credit Agreement”), among the Operating Partnership, as borrower, the Trust, certain subsidiaries and other affiliates of the Operating Partnership, as guarantors, Regions Bank, as administrative agent, Regions Capital Markets, as sole lead arranger and sole book runner, and the lenders party thereto, and all commitments provided thereunder, were terminated. All amounts due and outstanding under the Prior Credit Agreement were repaid on or prior to such date.

 

On September 18, 2014, the Operating Partnership, as borrower, and the Trust and certain subsidiaries and other affiliates of the Trust, as guarantors, entered into a credit agreement with KeyBank National Association as administrative agent, KeyBanc Capital Markets Inc., Regions Capital Markets and BMO Capital Markets, as joint lead arrangers and joint bookrunners, Regions Capital Markets and BMO Capital Markets, as co-syndication agents, and the lenders party thereto in connection with an unsecured revolving credit facility in the maximum principal amount of $400 million (“Credit Agreement”). The Credit Agreement includes a swingline loan commitment for up to 10% of the maximum principal amount and provides an accordion feature allowing the Trust to increase borrowing capacity by up to an additional $350 million, subject to customary terms and conditions, resulting in a maximum borrowing capacity of $750 million. The Credit Agreement replaced the Trust’s senior secured revolving credit facility in the maximum principal amount of $200 million under the Prior Credit Agreement.

 

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The Credit Agreement has a maturity date of September 18, 2018 and includes a one year extension option. Borrowings under the Credit Agreement bear interest on the outstanding principal amount at a rate equal to LIBOR plus 1.50% to 2.20% depending on the Trust’s consolidated leverage ratio. In addition, the Credit Agreement includes an unused fee equal to 0.15% or 0.25% per annum, which is determined by usage under the Credit Agreement.  As of March 31, 2015, the current interest rate on borrowings outstanding was 1.68%.

 

The Credit Agreement contains financial covenants that, among other things, require compliance with 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 Trust may, at any time, voluntarily prepay any loan under the Credit Agreement in whole or in part without premium or penalty. As of March 31, 2015, the Trust was in compliance with all financial covenants.

 

The Credit Agreement includes customary representations and warranties by the Operating Partnership, the Trust and each other guarantor and imposes customary covenants on the Operating Partnership, the Trust and each other guarantor. The Credit Agreement also contains customary events of default, and if an event of default occurs and continues, the Operating Partnership is subject to certain actions by the administrative agent, including without limitation, the acceleration of repayment of all amounts outstanding under the Credit Agreement.

 

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 + 1.50%		0.50	%
>35% and <45%		LIBOR + 1.65%		0.65	%
>45% and <45%		LIBOR + 1.75%		0.75	%
>45% and <50%		LIBOR + 1.85%		0.85	%
>50% and <55%		LIBOR + 2.00%		1.00	%
>55%		LIBOR + 2.20%		1.20	%

 

As of March 31, 2015, there were $73.0 million of borrowings outstanding under the Trust’s unsecured revolving credit facility and $254.6 million available for us to borrow without adding additional properties to the unencumbered borrowing base of assets, as defined by the Credit Agreement.  Also, the Trust had an additional $72.4 million of availability under its unsecured revolving credit facility as of March 31, 2015 which is subject to customary property underwriting standards.

 

Certain properties have mortgage debt that contains financial covenants.  As of March 31, 2015, the Trust was in compliance with all mortgage debt financial covenants.

 

Scheduled principal payments due on debt as of March 31, 2015, are as follows (in thousands):

 

2015		$	1,514
2016		9,566
2017		28,922
2018		74,265
2019		20,081
Thereafter		22,173
Total Payments		$	156,521

 

For the three month periods ended March 31, 2015 and 2014, the Trust incurred interest expense on its debt of $1.4 million and $1.1 million, respectively.

 

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Note 7—Stock-based Compensation

 

The Trust follows ASC 718, Compensation — Stock Compensation (“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 (“2013 Plan”), which made available 600,000 common shares to be administered by the Compensation and Nominating Governance Committee of the Board of Trustees.  On August 7, 2014, at the Annual Meeting of Shareholders of Physicians Realty Trust, the Trust’s shareholders approved an amendment to the 2013 Plan to increase the number of common shares authorized for issuance under the 2013 Plan by 1,850,000 common shares, for a total of 2,450,000 common shares authorized for issuance.

 

The committee has broad discretion in administering the terms of the 2013 Plan.  Restricted shares granted under the 2013 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 Plan at a value per share of $11.50 and total value of $2.9 million with a vesting period of three years. During 2014, a total of 152,987 restricted common shares with a total value of $2.1 million were granted to Trust employees, including management, and the Board of Trustees with a one year vesting period. In the three month period ended March 31, 2015, a total of 124,609 restricted common shares with a total value of $2.0 million were granted to management and Trust employees with a one-year and three-year vesting periods, respectively.

 

A summary of the status of the Trust’s nonvested restricted common shares as of March 31, 2015 and changes during the three month period then ended follow:

 

		Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2014		319,654		$	12.60
Granted		124,609		16.20
Vested		(73,130	)	13.47
Non-vested at March 31, 2015		371,133		$	13.64

 

For all service awards, the Trust records 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 month periods ended March 31, 2015 and 2014, the Trust recognized non-cash share compensation of $0.7 million and $0.3 million, respectively.  Unrecognized compensation expense at March 31, 2015 was $3.7 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.

 

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Restricted Share Units:

 

In March 2015 and March 2014, under the Trust’s 2013 Plan, the Trust granted restricted share units at target level of  116,206 and 55,680, respectively, to management and trustees, which are subject to certain performance and market conditions and a two-year and three-year service period for trustees and management, respectively.  In addition, 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.

 

Approximately 80% of the restricted share units vest based on certain market conditions.  The market conditions were valued with the assistance of independent valuation specialists.  The Trust, utilized a Monte Carlo simulation to calculate the weighted average grant date fair value of $20.06 per unit for the March 2015 grant using the following assumptions:

 

Volatility		20.7	%
Dividend assumption		reinvested
Expected term in years		2.8
Risk-free rate		1.14	%
Stock price (per share)		15.87

 

The remaining 20% of the restricted share units vest based upon certain performance conditions.  With respect to the performance conditions, the grant date fair value of $15.87 per unit was based on the share price at the date of grant.  The restricted stock units’ combined weighted average grant date fair value is $19.22 per unit.

 

The following is a summary of the activity in the Trust’s restricted share units during the three months ended March 31, 2015:

 

		Restricted Share Units		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2014		55,680		$	16.94
Granted		116,206		19.22
Non-vested at March 31, 2015		171,886		$	18.48

 

The Trust recognized $0.1 million of non-cash share unit compensation expense for the three months ended March 31, 2015.  Unrecognized compensation expense at March 31, 2015 was $2.6 million.

 

Note 8—Fair Value Measurements

 

ASC Topic 820, Fair Value Measurement (“ASC 820”), requires certain assets and liabilities be reported and/or disclosed 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

 

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taking into account the characteristics of the asset or liability. 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 consists solely of one 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 values are based on Level 2 inputs described above.

 

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 impairment.  There were no such assets measured at fair value as of March 31, 2015.

 

The carrying amounts of cash and cash equivalents, tenant receivables, payables, and accrued interest are reasonable estimates of fair value because of the short term maturities of these instruments. Fair values for real estate loans receivable and mortgage debt are estimated based on rates currently prevailing for similar instruments of similar maturities and are based primarily on Level 2 inputs.

 

The following table presents the fair value of the Trust’s financial instruments (in thousands).

 

		March 31,						December 31,
		2015						2014
		Carrying Amount			Fair Value			Carrying Amount			Fair Value
Real estate loans receivable		$	16,094		$	16,094		$	15,876		$	15,876
Credit facility		$	(73,000	)	$	(73,000	)	$	(138,000	)	$	(138,000	)
Mortgage debt		$	(83,952	)	$	(84,393	)	$	(78,105	)	$	(78,642	)
Derivative liabilities		$	(1,200	)	$	(1,200	)	$	(233	)	$	(233	)

 

Note 9—Tenant Operating Leases

 

The Trust is lessor of medical office buildings and other healthcare facilities. Leases have expirations from 2015 through 2034. As of March 31, 2015, the future minimum rental payments on non-cancelable leases, exclusive of expense recoveries, were as follows (in thousands):

 

2015		$	62,296
2016		81,970
2017		79,681
2018		75,377
2019		71,142
Thereafter		485,793
Total		$	856,259

 

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