Physicians Realty Trust - Annual Report: 2019 (Form 10-K)

Physicians Realty Trust	Large accelerated filer ☒     Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

Physicians Realty L.P.	Large accelerated filer ☐     Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐

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•	a combined report enhances investors’ understanding of the Trust and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•	a combined report eliminates duplicative disclosure and provides a more streamlined and readable presentation, as a substantial portion of the Company’s disclosure applies to both the Trust and the Operating Partnership; and

•	a combined report creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

•	the market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities in Item 5 of this report;

•	selected financial data in Item 6 of this report;

•	the consolidated financial statements in Item 8 and Item 15 of this report;

•	certain accompanying notes to the consolidated financial statements, including Note 14 (Earnings Per Share and Earnings Per Unit) and Note 16 (Quarterly Data);

•	controls and procedures in Item 9A of this report; and

•	the certifications of the Chief Executive Officer and the Chief Financial Officer included as Exhibits 31 and 32 to this report.

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•	general economic conditions;

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

•	our failure to generate sufficient cash flows to service our outstanding indebtedness, or our ability to pay down or refinance our 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 increased vulnerability economically due to the concentration of our investments in healthcare properties;

•	our geographic concentration in Texas causes us to be particularly exposed to downturns in the Texas economy or other changes in Texas 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 or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates, taxation of REITs, and similar matters;

•	defaults under or non-renewal of leases by tenants;

•	decreased rental rates or increased vacancy rates;

•	difficulties in identifying healthcare properties to acquire and completing acquisitions;

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•	competition for investment opportunities;

•	any adverse effects to the business, financial position or results of operations of CommonSpirit Health, or one or more of the CommonSpirit Health-affiliated tenants, that impact the ability of CommonSpirit Health-affiliated tenants to pay us rent;

•	the impact of our investments in joint ventures we have and may make in the future;

•	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 healthcare laws or government reimbursement rates;

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

•	lack of or insufficient amounts of insurance;

•	other factors affecting the real estate industry generally;

•	our failure to 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

•	other factors that may materially adversely affect us, or the per share trading price of our common shares, including:

•	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 debt;

•	failure of securities analysts to publish research or reports about us or our industry; and

•	securities analysts’ downgrade of our common shares or the healthcare-related real estate sector.

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(1)	“MTM” means month-to-month. This line also includes 9 leases which expired on December 31, 2019, representing 0.2% of leased square feet.

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•	medical office buildings (“MOB”);

•	outpatient treatment and diagnostic facilities;

•	physician group practice clinics;

•	ambulatory surgery centers; and

•	specialty hospitals and treatment centers.

•	creditworthiness of the tenants, especially whether the property is anchored by a financially-sound healthcare delivery system or whether tenants have strong affiliation to a healthcare delivery system;

•	the performance of the local healthcare delivery system and its future prospects;

•	property location;

•	demand for medical office buildings and healthcare related facilities, current and future supply of competing properties, and occupancy and rental rates in the market;

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•	population density and growth potential;

•	ability to achieve economies of scale with our existing medical office buildings and healthcare related facilities or anticipated investment opportunities; and

•	existing and potential competition from other healthcare real estate owners and operators.

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We seek to invest in properties occupied by healthcare systems with dominant market share, high credit quality and those who are investing capital into their campuses. In particular, we seek to acquire off-market or selectively marketed assets with attractive demographics, economic growth, and high barriers to entry. We seek to own well occupied properties that we believe are critical to the delivery of healthcare and which are off-campus from a hospital.

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We emphasize ensuring an appropriate and balanced mix of tenants to provide synergies within both individual buildings and the broader health system campus. Our primary tenants are healthcare systems, academic medical centers, and leading physician groups. These groups typically have strong and stable financial performance. We believe this helps ensure stability in our rental income and tenant retention over time.

•	We seek to maintain a core, critical portfolio of properties and to build our reputation as a dedicated leading MOB owner and operator.

•	We seek to maintain or increase our average rental rates, focus on actively leasing our vacant space, and reduce leasing concessions.

•	Seek to maintain a high level of liquidity, including borrowing availability under our unsecured revolving credit facility.

•	Maintain access to multiple sources of capital, including private debt issuances, public bond offerings, public equity offerings, unsecured bank loans, and equity from joint venture partners.

•	Periodically review our portfolio to consider the potential dispositions of lower quality properties to reinvest the proceeds into higher quality properties.

•	Closely monitor our existing debt maturities, average interest rates, and look for refinancing opportunities.

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For the full year 2019, we completed acquisitions of 12 operating healthcare properties located in 6 states for an aggregate purchase price of approximately $128.2 million. In addition, the Company purchased a newly-constructed addition to an existing building owned by the Company in Tennessee for $4.3 million and funded $132.7 million of other investments, including real estate and construction loans, earn-out agreements, and buyouts of noncontrolling interests in existing properties owned by the Company. The Company also acquired membership interests in 2 joint ventures for approximately $64.9 million resulting in total consolidated investments of $330.1 million.

•	During 2019, we sold 6 medical office buildings located in 5 states for approximately $86.3 million and recognized a net gain of approximately $31.3 million.

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During the fiscal year-ended December 31, 2019, we issued and sold pursuant to the 2016 ATM Program (as defined herein) 5,673,639 common shares at a weighted average price of $17.98 per share, resulting in net proceeds to us of approximately $101.0 million. During the fiscal year ended December 31, 2019, we issued and sold pursuant to the 2019 ATM Program (as defined herein) 1,617,500 common shares at a weighted average price of $18.84 per share, resulting in net proceeds to us of approximately $30.2 million. See to Note 1 (Organization and Business) to our accompanying consolidated financial statements for further detail.

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•	Risks related to our business;

•	Risks related to the healthcare industry;

•	Risks related to the real estate industry;

•	Risks related to financings;

•	Risks related to our portfolio and structure; and

•	Risks related to our qualification and operation as a REIT.

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•	our joint venture partners may make decisions with which we disagree or that are not in our best interest;

•	we may be prevented from taking actions that are opposed by our joint venture partners;

•	our ability to transfer our interest in a joint venture to a third party may be restricted;

•	our joint venture partners might become bankrupt or fail to fund their share of required capital contributions which may delay construction or development of a healthcare related facility or increase our financial commitment to the joint venture;

•	our joint venture partners may have economic or business interests or goals with respect to the healthcare related facility or the joint venture that conflict with our business interests and goals which could increase the likelihood of disputes regarding the ownership, management or disposition of the healthcare related facility or the joint venture may compete with us for property acquisitions;

•	disputes may develop with our joint venture partners over decisions affecting the healthcare related facility or the joint venture which may result in litigation or arbitration that would increase our expenses and distract our officers and/or trustees from focusing their time and effort on our business and possibly disrupt the daily operations of the healthcare related facility; and

•	we may suffer losses as a result of the actions of our joint venture partners with respect to our joint venture investments.

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•	we may not be able to obtain financing for development projects on favorable terms or at all;

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•	we may not complete development projects on schedule or within budgeted amounts;

•	we may encounter delays in obtaining or fail to obtain all necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations, or underestimate the costs necessary to develop the property to market standards;

•	development or construction delays may provide tenants the right to terminate preconstruction leases or cause us to incur additional costs;

•	volatility in the price of construction materials or labor may increase our development costs;

•	hospitals or health systems may maintain significant decision-making authority with respect to the development schedule;

•	we may incorrectly forecast risks associated with development in new geographic regions;

•	tenants may not lease space at the quantity or rental rate levels projected;

•	demand for our development project may decrease prior to completion, including due to competition from other developments; and

•	lease rates and rents at newly developed properties may fluctuate based on factors beyond our control, including market and economic conditions.

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The Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”) reforms Medicare payment policy for services paid under the Medicare physician fee schedule and adopts a series of policy changes affecting a wide range of providers and suppliers. MACRA repeals the sustainable growth rate formula effective January 1, 2015, and establishes a new payment framework which may impact payment rates for our tenants, including long-term care hospitals (“LTCH”).

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The Bipartisan Budget Act of 2013 establishes new payment limits for Medicare patients discharged from an LTCH who do not meet specified criteria. For any Medicare patient who does not meet the new criteria, the LTCH will be paid a lower “site-neutral” payment rate, which may impact the financial condition of tenants affected by the lower payment rate. Additionally, new rules may cause all discharges from LTCHs to be paid at the site-neutral rate if the number of discharges for which payment is made under the site-neutral payment rate is greater than 50% of the total number of discharges from the LTCH.

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The 2015 BBA provides changes to the requirements for providers who seek HOPD reimbursement under Medicare. The 2015 BBA generally requires providers who seek to qualify for HOPD to be located on the campus of the hospital that seeks such HOPD, which generally is higher than reimbursement for providers that do not qualify as HOPD providers. The 2015 BBA specifically grandfathers HOPD providers in existence as of November 2, 2015 and does not change such HOPD providers’ eligibility for HOPD reimbursement.

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The Affordable Care Act instituted a market basket payment adjustment to LTCHs. In fiscal years 2017 through 2019, the market basket update will be reduced by 0.75%. The Affordable Care Act specifically allows these market basket reductions to result in a less than 0% payment update and payment rates that are less than the prior year. MACRA sets the annual update for fiscal year 2018 at 1% after taking into account the market basket payment reduction of 0.75% mandated by the Affordable Care Act.

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The Bipartisan Budget Act of 2018 (Pub. L. 115-123) makes numerous changes to Medicare payment to physicians under the Medicare Part B program. These changes include, for example, the removal of certain restrictions on payment for telehealth services associated with clinical assessments for end-stage renal dialysis patients and acute stroke patients. This legislation also repealed the payment caps for certain physical therapy and speech language therapy services, while reducing payment for these services if provided by therapy assistants. The Bipartisan Budget Act of 2018 amended policies related to the Merit-based Incentive Payment System (MIPS) which, as part of the CMS Quality Payment Program, is intended to tie payments to quality and cost-efficient care, drive improvement in care processes and health outcomes, increase the use of healthcare information, and reduce the cost of care.

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Every year, the CMS adjusts payment levels and policies for physician services through rulemaking, in compliance with statutory requirements, and other budget decisions by the Executive Branch. On November 15, 2019, CMS issued a final rule for the Medicare physician fee schedule effective for 2020. Among other things, the final rule increases payment levels during 2020 for many physician services, although payment for some procedures may be reduced based on recalculations of the practice expense component of the physician relative value units. Medicare payment for certain drugs may be reduced from 6% to 3% of the wholesale acquisition cost, if an average sales price is not available. Among other things, the final physician fee schedule rule recognizes a broader scope of Medicare coverage for opioid addiction treatment services.

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On November 21, 2018, the Secretary issued a final rule, effective January 1, 2019, that eliminated the higher, Outpatient Prospective Payment System reimbursement rate for evaluation and management services provided by Grandfathered HOPD locations. The Secretary, instead, would only reimburse for evaluation and management services at the lower, Medicare Physician Fee Schedule rate that new non-grandfathered off-campus HOPD locations receive. The AHA and a number of hospitals sued the Secretary in federal court to enforce the plain meaning of Section 603 of the BBA and restore the right to Grandfathered HOPD reimbursement rates. On September 17, 2019, a federal district judge ruled in favor of the AHA. The court stated that CMS did not have the authority to lower payments for off-campus hospital-based departments that were grandfathered under the BBA.CMS challenged this ruling, asking for a stay, which the court denied on October 21, 2019. On November 12, 2019, CMS issued its final rule updating the hospital outpatient prospective payment system, effective 2020. In that final rule, CMS required prior authorizations for five services, intending to slow the performance of these services in the hospital outpatient setting.

•	changes in the demand for and methods of delivering healthcare services;

•	changes in third party reimbursement methods and policies;

•	consolidation and pressure to integrate within the healthcare industry through acquisitions, joint ventures, and managed service organizations;

•	increased scrutiny of billing, pricing, referral, and other practices by U.S. federal and state authorities;

•	competition among healthcare providers; and

•	increased scrutiny of control over release of confidential patient medical information.

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•	vacancies or our inability to rent space on favorable terms, including possible market pressures to offer tenants rent abatements, tenant improvements, early termination rights, or tenant-favorable renewal options;

•	inability to collect rent from tenants;

•	competition from other real estate investors with significant capital, including other real estate operating companies, REITs, and institutional private equity or other investment funds;

•	reductions in the level of demand for healthcare properties and changes in the demand for certain healthcare-related properties;

•	increases in the supply of medical office space;

•	increases in expenses associated with our real estate operations, including, but not limited to, insurance costs, third party management fees, energy prices, real estate assessments, and other taxes and costs of compliance with laws, regulations and governmental policies, and restrictions on our ability to pass such expenses on to our tenants; and

•	changes in, and changes in interpretation or enforcement of, laws, regulations, and governmental policies associated with real estate, including, without limitation, health, safety, environmental, real estate and zoning and tax laws, increases in real property tax rates and taxation of REITs, governmental fiscal policies, and the ADA.

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•	our cash flow may be insufficient to meet our required principal and interest payments;

•	we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions;

•	we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

•	because a portion of our debt bears, or is expected to bear, interest at variable rates, an increase in interest rates could materially increase our interest expense;

•	we may fail to effectively hedge against interest rate volatility;

•	we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms if we are able to do so at all;

•	our leverage could place us at a competitive disadvantage compared to our competitors who have less debt;

•	we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions;

•	we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases;

•	we may violate financial covenants contained in our various loan documents which would cause a default on our obligations, giving lenders various remedies, including increased interest rates, foreclosure, and liability for additional expenses;

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•	we may inadvertently violate non-financial restrictive covenants in our loan documents, such as covenants that require us to maintain the existence of entities, maintain insurance policies and provide financial statements, which would entitle the lenders to accelerate our debt obligations; and

•	our default under any of our mortgage loans with cross-default or cross-collateralization provisions could result in default on other indebtedness and result in the foreclosures of other properties.

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“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our shares at any time within the two-year period immediately prior to the date in question) or an affiliate thereof for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes certain minimum price and/or supermajority shareholder voting requirements on these combinations; and

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“control share” provisions that provide that holders of “control shares” of our Trust (defined as shares that, when aggregated with all other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares,” subject to certain exceptions) have no voting rights with respect to their control shares, except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

•	redemption rights;

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•	a requirement that the Trust may not be removed as the general partner of the Operating Partnership without our consent;

•	transfer restrictions on OP Units;

•	the Trust’s ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer, or prevent a merger or other change of control of the Trust or the Operating Partnership without the consent of the limited partners; and

•	the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common shareholders.

•	we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;

•	we could possibly be subject to increased state and local taxes; and

•	unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

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(1)	“GLA” means gross leasable area.

(2)	Annualized base rent is calculated by multiplying (a) base rental payments for the month ended December 31, 2019, by (b) 12.

(3)	Excludes leases related to the Company’s 108,843 square foot corporate office building.

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(1)	Excludes leases related to the Company’s 108,843 square foot corporate office building.

(2)	Annualized base rent per leased square foot is calculated by dividing (a) annualized base rent as of December 31, 2019 by (b) square footage under executed leases as of December 31, 2019.

(3)	Includes 9 leases which expired on December 31, 2019, representing 0.2% of portfolio leasable square feet.

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(1)	Represents OP Units redeemed by holders in exchange for common shares of the Company.

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(1)	Includes amounts attributable to redeemable noncontrolling interests for the years ended December 31, 2019, 2018, 2017, and 2016. No such adjustment was required for the year ended December 31, 2015.

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(1)	Includes amounts attributable to redeemable noncontrolling interests for the years ended December 31, 2019, 2018, 2017, and 2016. No such adjustment was required for the year ended December 31, 2015.

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(1)	Includes 9 leases which expired on December 31, 2019, representing 0.2% of portfolio occupied leasable square feet.

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•	medical office buildings;

•	outpatient treatment and diagnostic facilities;

•	physician group practice clinics;

•	ambulatory surgery centers; and

•	specialty hospitals and treatment centers.

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•	property expenses;

•	interest expense and scheduled principal payments on outstanding indebtedness;

•	general and administrative expenses; and

•	capital expenditures for tenant improvements and leasing commissions.

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•	existing shareholders may purchase additional common shares by reinvesting all or a portion of the dividends paid on their common shares and by making optional cash payments of not less than $50 and up to a maximum of $10,000 per month;

•	new investors may join the DRIP by making an initial investment of not less than $1,000 and up to a maximum of $10,000; and

•	once enrolled in the DRIP, participants may authorize electronic deductions from their bank account for optional cash payments to purchase additional shares.

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(1)	Obligations shown represent 100% of debt service and do not reflect joint venture interests.

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(1)	Our borrowings under the term loan feature of our Credit Agreement bear interest at a rate which is determined by our credit rating, currently equal to LIBOR + 1.25%. We have entered into a pay-fixed receive-variable interest rate swap, fixing the LIBOR component of this rate at 1.07%, resulting in an effective interest rate of 2.32%.

(2)	We own a 66.3% interest in the joint venture that owns this property. Debt shown in this schedule is the full amount of the mortgage indebtedness on this property.

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(1)	Includes amounts attributable to redeemable noncontrolling interest.

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(1)	Includes amounts attributable to redeemable noncontrolling interests.

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(1)	The Operating Partnership partially funded the acquisition by issuing an aggregate 346,989 OP Units valued at approximately $6.5 million on the date of issuance.

(2)	On July 26, 2019 the Company completed the acquisition of a 97.5% interest in Rockwall II MOB. The Company acquired the remaining interest on August 23, 2019.

(3)	The Operating Partnership partially funded the acquisition by issuing an aggregate 910,032 OP Units valued at approximately $16.1 million on the date of issuance.

(4)	The Company purchased a 49% membership interest in this joint venture.

(5)	The Company purchased a 12% membership interest in this joint venture by contributing 2 properties valued at $39.0 million and paid additional consideration of $17.0 million.

(6)

The Company completed the settlement of acquisitions related earn-out payments upon execution of leases at two properties. One payment valued at $1.9 million at the time of issuance was funded with the issuance of 8,529 Series A Preferred Units. A second payment valued at $0.7 million at the time of issuance was funded with the issuance of 3,409 Series A Preferred Units. All earn-out payments are considered to be additional purchase price upon each respective property.

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(1)	The Company partially funded the purchase price of this acquisition by issuing a total of 104,172 Series A Preferred Units valued at approximately $22.7 million on the date of issuance.

(2)	The Company acquired the land beneath a previously acquired facility.

(3)	The Company acquired an additional 4.2% interest in the Minnesota portfolio joint venture, increasing the Company’s total interest in the joint venture to 99.6%.

(4)	The Company’s loan investments include 4 separate transactions at a weighted average interest rate of 8.4%.

(1)	Effective January 1, 2019, the Company adopted ASC 842, Leases which requires above and below market in-place ground leases to be included in the right-of-use asset.

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(1)	Above- and below-market ground leases are included in the right-of-use asset as of January 1, 2019 due to the implementation of ASU 2016-02, Leases. Further detail is provided in Note 2 (Summary of Significant Accounting Policies).

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(1)	Above- and below-market ground leases are included in the right-of-use asset as of January 1, 2019 due to the implementation of ASU 2016-02, Leases. Further detail is provided in Note 2 (Summary of Significant Accounting Policies).

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(1)	Fixed interest mortgage notes bearing interest from 3.00% to 5.50%, due in 2020, 2021, 2022, and 2024, with a weighted average interest rate of 4.43% and 4.26% as of December 31, 2019 and December 31, 2018, respectively. The notes are collateralized by five properties with a net book value of $170.2 million and $174.2 million as of December 31, 2019 and December 31, 2018, respectively.

(2)	Variable interest mortgage note bears variable interest of LIBOR plus 2.75%, for an interest rate of 4.50% and 5.21% as of December 31, 2019 and December 31, 2018, respectively. The note is due in 2028 and is collateralized by one property with a net book value of $8.6 million as of December 31, 2019 and December 31, 2018.

(3)	The Trust’s borrowings under the term loan feature of the Credit Agreement bear interest at a rate which is determined by the Trust’s credit rating, currently equal to LIBOR + 1.25%. The Trust has entered into a pay-fixed receive-variable interest rate swap, fixing the LIBOR component of this rate at 1.07%.

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(1)	1.07% effective swap rate plus 1.25% spread per Credit Agreement.

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(1)	Restricted units vested by Company executives in 2017 resulted in the issuance of 105,792 common shares, less 50,582 common shares withheld to cover minimum withholding tax obligations, for multiple employees.

(2)	Restricted units vested by Company executives in 2018 resulted in the issuance of 126,108 common shares, less 56,502 common shares withheld to cover minimum withholding tax obligations, for multiple employees.

(3)	Restricted units vested by Company executives in 2019 resulted in the issuance of 87,805 common shares, less 35,265 common shares withheld to cover minimum withholding tax obligations, for multiple employees.

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†	Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement for purposes of Section 11 or 12 of the Securities Act, is deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

(1)	Incorporated by reference to Amendment No. 2 to the Registrant’s Registration Statement on Form S-11 filed with the SEC on June 14, 2013 (File No. 333-188862).

(2)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on February 24, 2017 (File No. 001-36007).

(3)	Incorporated by reference to the Registrant’s Registration Statement on Form S-3 filed with the SEC on June 17, 2015 (File No. 333-205034).

(4)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on March 7, 2017 (File No. 001-36007).

(5)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on December 1, 2017 (File No. 001-36007).

(6)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2015.

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(7)	Incorporated by reference to Amendment No. 3 to the Registrant’s Registration Statement on Form S-11 filed with the SEC on June 20, 2013 (File No. 333-188862).

(8)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on November 7, 2019 (File No. 001-36007).

(9)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on May 7, 2014 (File No. 001-36007).

(10)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on April 30, 2019 (File No. 001-36007).

(11)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 12, 2015 (File No. 001-36007).

(12)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2016 (File No. 001-36007).

(13)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on January 12, 2016 (File No. 001-36007).

(14)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2016 (File No. 001-36007).

(15)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 7, 2017 (File No. 001-36007).

(16)	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on August 7, 2018 (File No. 001-36007).

(17)	Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2019 (File No. 001-36007).