|
|
|
|
|
|
|
|
|
Maryland
|
(Physicians Realty Trust)
|
|
46-2519850
|
|
Delaware
|
(Physicians Realty L.P.)
|
|
80-0941870
|
|
(State of Organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
|
309 N. Water Street, Suite 500
|
|
53202
|
|
|
Milwaukee
|
Wisconsin
|
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
|
Common stock, $0.01 par value per share
|
|
DOC
|
|
New York Stock Exchange
|
|
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 ☐
|
|
|
|
•
|
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 consolidated financial statements in Part I, Item 1 of this report;
|
|
•
|
certain accompanying notes to the consolidated financial statements, including Note 14 (Earnings Per Share and Earnings Per Unit);
|
|
•
|
controls and procedures in Part I, Item 4 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.
|
|
|
|
|
|
Page Number
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
Financial Statements of Physicians Realty Trust
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
Financial Statements of Physicians Realty L.P.
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
Notes for Physicians Realty Trust and Physicians Realty L.P.
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
•
|
the unknown duration and economic, operational and financial impacts of the global outbreak of the coronavirus (the “COVID-19 pandemic”) and the actions taken by governmental authorities or others in connection with the pandemic on the Company’s business;
|
|
•
|
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 on or non-renewal of leases by tenants;
|
|
•
|
decreased rental rates or increased vacancy rates;
|
|
•
|
difficulties in identifying healthcare properties to acquire and completing acquisitions;
|
|
•
|
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.
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
(unaudited)
|
|
|
||||
|
ASSETS
|
|
|
|
|
|
||
|
Investment properties:
|
|
|
|
|
|
||
|
Land and improvements
|
$
|
228,067
|
|
|
$
|
225,540
|
|
|
Building and improvements
|
3,754,098
|
|
|
3,700,009
|
|
||
|
Tenant improvements
|
55,524
|
|
|
53,931
|
|
||
|
Acquired lease intangibles
|
397,135
|
|
|
390,450
|
|
||
|
|
4,434,824
|
|
|
4,369,930
|
|
||
|
Accumulated depreciation
|
(578,274
|
)
|
|
(540,928
|
)
|
||
|
Net real estate property
|
3,856,550
|
|
|
3,829,002
|
|
||
|
Right-of-use lease assets, net
|
138,864
|
|
|
127,933
|
|
||
|
Real estate loans receivable
|
135,818
|
|
|
178,240
|
|
||
|
Investments in unconsolidated entities
|
64,319
|
|
|
66,137
|
|
||
|
Net real estate investments
|
4,195,551
|
|
|
4,201,312
|
|
||
|
Cash and cash equivalents
|
2,612
|
|
|
2,355
|
|
||
|
Tenant receivables, net
|
9,211
|
|
|
7,972
|
|
||
|
Other assets
|
133,434
|
|
|
134,942
|
|
||
|
Total assets
|
$
|
4,340,808
|
|
|
$
|
4,346,581
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
|
Liabilities:
|
|
|
|
|
|
||
|
Credit facility
|
$
|
404,838
|
|
|
$
|
583,323
|
|
|
Notes payable
|
968,001
|
|
|
967,789
|
|
||
|
Mortgage debt
|
59,354
|
|
|
83,341
|
|
||
|
Accounts payable
|
2,709
|
|
|
6,348
|
|
||
|
Dividends and distributions payable
|
49,138
|
|
|
46,272
|
|
||
|
Accrued expenses and other liabilities
|
72,945
|
|
|
81,238
|
|
||
|
Lease liabilities
|
74,121
|
|
|
63,290
|
|
||
|
Acquired lease intangibles, net
|
6,402
|
|
|
6,096
|
|
||
|
Total liabilities
|
1,637,508
|
|
|
1,837,697
|
|
||
|
|
|
|
|
||||
|
Redeemable noncontrolling interest - Series A Preferred Units and partially owned properties
|
27,875
|
|
|
27,900
|
|
||
|
|
|
|
|
||||
|
Equity:
|
|
|
|
|
|
||
|
Common shares, $0.01 par value, 500,000,000 common shares authorized, 202,555,703 and 189,975,396 common shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
|
2,026
|
|
|
1,900
|
|
||
|
Additional paid-in capital
|
3,169,670
|
|
|
2,931,921
|
|
||
|
Accumulated deficit
|
(563,742
|
)
|
|
(529,194
|
)
|
||
|
Accumulated other comprehensive (loss) income
|
(5,665
|
)
|
|
4,321
|
|
||
|
Total shareholders’ equity
|
2,602,289
|
|
|
2,408,948
|
|
||
|
Noncontrolling interests:
|
|
|
|
|
|
||
|
Operating Partnership
|
72,771
|
|
|
71,697
|
|
||
|
Partially owned properties
|
365
|
|
|
339
|
|
||
|
Total noncontrolling interests
|
73,136
|
|
|
72,036
|
|
||
|
Total equity
|
2,675,425
|
|
|
2,480,984
|
|
||
|
Total liabilities and equity
|
$
|
4,340,808
|
|
|
$
|
4,346,581
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Revenues:
|
|
|
|
|
|
||
|
Rental revenues
|
$
|
77,870
|
|
|
$
|
77,083
|
|
|
Expense recoveries
|
24,876
|
|
|
26,042
|
|
||
|
Interest income on real estate loans and other
|
4,682
|
|
|
2,243
|
|
||
|
Total revenues
|
107,428
|
|
|
105,368
|
|
||
|
Expenses:
|
|
|
|
|
|
||
|
Interest expense
|
15,626
|
|
|
16,269
|
|
||
|
General and administrative
|
8,977
|
|
|
8,972
|
|
||
|
Operating expenses
|
30,963
|
|
|
32,208
|
|
||
|
Depreciation and amortization
|
36,747
|
|
|
36,449
|
|
||
|
Total expenses
|
92,313
|
|
|
93,898
|
|
||
|
Income before equity in (loss) income of unconsolidated entities:
|
15,115
|
|
|
11,470
|
|
||
|
Equity in (loss) income of unconsolidated entities
|
(155
|
)
|
|
30
|
|
||
|
Net income
|
14,960
|
|
|
11,500
|
|
||
|
Net income attributable to noncontrolling interests:
|
|
|
|
|
|
||
|
Operating Partnership
|
(404
|
)
|
|
(305
|
)
|
||
|
Partially owned properties (1)
|
(142
|
)
|
|
(138
|
)
|
||
|
Net income attributable to controlling interest
|
14,414
|
|
|
11,057
|
|
||
|
Preferred distributions
|
(317
|
)
|
|
(284
|
)
|
||
|
Net income attributable to common shareholders
|
$
|
14,097
|
|
|
$
|
10,773
|
|
|
Net income per share:
|
|
|
|
|
|
||
|
Basic
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Weighted average common shares:
|
|
|
|
|
|
||
|
Basic
|
196,211,728
|
|
|
182,672,863
|
|
||
|
Diluted
|
202,842,340
|
|
|
188,497,308
|
|
||
|
|
|
|
|
||||
|
Dividends and distributions declared per common share and OP Unit
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
(1)
|
Includes amounts attributable to redeemable noncontrolling interests.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Other comprehensive loss:
|
|
|
|
||||
|
Change in fair value of interest rate swap agreements, net
|
(9,986
|
)
|
|
(3,476
|
)
|
||
|
Total other comprehensive loss
|
(9,986
|
)
|
|
(3,476
|
)
|
||
|
Comprehensive income
|
4,974
|
|
|
8,024
|
|
||
|
Comprehensive income attributable to noncontrolling interests - Operating Partnership
|
(132
|
)
|
|
(210
|
)
|
||
|
Comprehensive income attributable to noncontrolling interests - partially owned properties
|
(142
|
)
|
|
(138
|
)
|
||
|
Comprehensive income attributable to common shareholders
|
$
|
4,700
|
|
|
$
|
7,676
|
|
|
|
Par
Value |
|
Additional
Paid in Capital |
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive Income
|
|
Total
Shareholders’ Equity |
|
Operating
Partnership Noncontrolling Interest |
|
Partially
Owned Properties Noncontrolling Interest |
|
Total
Noncontrolling Interests |
|
Total
Equity |
||||||||||||||||||
|
Balance at December 31, 2019
|
$
|
1,900
|
|
|
$
|
2,931,921
|
|
|
$
|
(529,194
|
)
|
|
$
|
4,321
|
|
|
$
|
2,408,948
|
|
|
$
|
71,697
|
|
|
$
|
339
|
|
|
$
|
72,036
|
|
|
$
|
2,480,984
|
|
|
Cumulative effect of changes in accounting standards
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|||||||||
|
Net proceeds from sale of common shares
|
124
|
|
|
239,108
|
|
|
—
|
|
|
—
|
|
|
239,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239,232
|
|
|||||||||
|
Restricted share award grants, net
|
2
|
|
|
245
|
|
|
(448
|
)
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|||||||||
|
Purchase of OP Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|||||||||
|
Dividends/distributions declared
|
—
|
|
|
—
|
|
|
(46,636
|
)
|
|
—
|
|
|
(46,636
|
)
|
|
(1,275
|
)
|
|
—
|
|
|
(1,275
|
)
|
|
(47,911
|
)
|
|||||||||
|
Preferred distributions
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
|||||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|
(41
|
)
|
|||||||||
|
Change in market value of Redeemable Noncontrolling Interest in Operating Partnership
|
—
|
|
|
581
|
|
|
(1,561
|
)
|
|
—
|
|
|
(980
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(980
|
)
|
|||||||||
|
Change in fair value of interest rate swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,986
|
)
|
|
(9,986
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,986
|
)
|
|||||||||
|
Adjustment for Noncontrolling Interests ownership in Operating Partnership
|
—
|
|
|
(2,038
|
)
|
|
—
|
|
|
—
|
|
|
(2,038
|
)
|
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|
—
|
|
|||||||||
|
Net income
|
—
|
|
|
—
|
|
|
14,414
|
|
|
—
|
|
|
14,414
|
|
|
404
|
|
|
67
|
|
|
471
|
|
|
14,885
|
|
|||||||||
|
Balance as of March 31, 2020
|
$
|
2,026
|
|
|
$
|
3,169,670
|
|
|
$
|
(563,742
|
)
|
|
$
|
(5,665
|
)
|
|
$
|
2,602,289
|
|
|
$
|
72,771
|
|
|
$
|
365
|
|
|
$
|
73,136
|
|
|
$
|
2,675,425
|
|
|
|
Par
Value |
|
Additional
Paid in Capital |
|
Accumulated
Deficit |
|
Accumulated Other Comprehensive Income
|
|
Total
Shareholders’ Equity |
|
Operating
Partnership Noncontrolling Interest |
|
Partially
Owned Properties Noncontrolling Interest |
|
Total
Noncontrolling Interests |
|
Total
Equity |
||||||||||||||||||
|
Balance at December 31, 2018
|
$
|
1,824
|
|
|
$
|
2,791,555
|
|
|
$
|
(428,307
|
)
|
|
$
|
14,433
|
|
|
$
|
2,379,505
|
|
|
$
|
67,477
|
|
|
$
|
678
|
|
|
$
|
68,155
|
|
|
$
|
2,447,660
|
|
|
Cumulative effect of changes in accounting standards
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|||||||||
|
Net proceeds from sale of common shares
|
17
|
|
|
31,003
|
|
|
—
|
|
|
—
|
|
|
31,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,020
|
|
|||||||||
|
Restricted share award grants, net
|
2
|
|
|
640
|
|
|
(287
|
)
|
|
—
|
|
|
355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|||||||||
|
Purchase of OP Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
(105
|
)
|
|
(105
|
)
|
|||||||||
|
Dividends/distributions declared
|
—
|
|
|
—
|
|
|
(42,536
|
)
|
|
—
|
|
|
(42,536
|
)
|
|
(1,158
|
)
|
|
—
|
|
|
(1,158
|
)
|
|
(43,694
|
)
|
|||||||||
|
Preferred distributions
|
—
|
|
|
—
|
|
|
(284
|
)
|
|
—
|
|
|
(284
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(284
|
)
|
|||||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|
(47
|
)
|
|||||||||
|
Change in market value of Redeemable Noncontrolling Interest in Operating Partnership
|
—
|
|
|
(290
|
)
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|||||||||
|
Change in fair value of interest rate swap agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,476
|
)
|
|
(3,476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,476
|
)
|
|||||||||
|
Net income
|
—
|
|
|
—
|
|
|
11,057
|
|
|
—
|
|
|
11,057
|
|
|
305
|
|
|
64
|
|
|
369
|
|
|
11,426
|
|
|||||||||
|
Adjustment for Noncontrolling Interests ownership in Operating Partnership
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|||||||||
|
Balance at March 31, 2019
|
$
|
1,843
|
|
|
$
|
2,822,520
|
|
|
$
|
(460,357
|
)
|
|
$
|
10,957
|
|
|
$
|
2,374,963
|
|
|
$
|
66,668
|
|
|
$
|
695
|
|
|
$
|
67,363
|
|
|
$
|
2,442,326
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|||
|
Depreciation and amortization
|
36,747
|
|
|
36,449
|
|
||
|
Amortization of deferred financing costs
|
599
|
|
|
607
|
|
||
|
Amortization of lease inducements and above/below-market lease intangibles
|
1,194
|
|
|
1,176
|
|
||
|
Straight-line rental revenue/expense
|
(3,731
|
)
|
|
(4,762
|
)
|
||
|
Amortization of discount on unsecured senior notes
|
155
|
|
|
148
|
|
||
|
Amortization of above market assumed debt
|
(16
|
)
|
|
(16
|
)
|
||
|
Equity in loss (income) of unconsolidated entities
|
155
|
|
|
(30
|
)
|
||
|
Distributions from unconsolidated entities
|
1,799
|
|
|
29
|
|
||
|
Change in fair value of derivative
|
(91
|
)
|
|
13
|
|
||
|
Provision for bad debts
|
26
|
|
|
35
|
|
||
|
Non-cash share compensation
|
2,996
|
|
|
2,653
|
|
||
|
Change in operating assets and liabilities:
|
|
|
|
|
|
||
|
Tenant receivables
|
(1,660
|
)
|
|
(2,076
|
)
|
||
|
Other assets
|
(4,644
|
)
|
|
647
|
|
||
|
Accounts payable
|
(3,639
|
)
|
|
(373
|
)
|
||
|
Accrued expenses and other liabilities
|
(9,992
|
)
|
|
(19,573
|
)
|
||
|
Net cash provided by operating activities
|
34,858
|
|
|
26,427
|
|
||
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
|
Acquisition of investment properties, net
|
(11,881
|
)
|
|
(4,303
|
)
|
||
|
Escrowed cash - acquisition deposits/earnest deposits
|
—
|
|
|
(150
|
)
|
||
|
Capital expenditures on investment properties
|
(4,208
|
)
|
|
(12,953
|
)
|
||
|
Investment in real estate loans receivable
|
(6,591
|
)
|
|
(20,028
|
)
|
||
|
Repayment of real estate loans receivable
|
944
|
|
|
325
|
|
||
|
Leasing commissions
|
(340
|
)
|
|
(552
|
)
|
||
|
Lease inducements
|
—
|
|
|
(5
|
)
|
||
|
Net cash used in investing activities
|
(22,076
|
)
|
|
(37,666
|
)
|
||
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
|
Net proceeds from sale of common shares
|
239,232
|
|
|
31,020
|
|
||
|
Proceeds from credit facility borrowings
|
88,000
|
|
|
68,000
|
|
||
|
Repayment of credit facility borrowings
|
(267,000
|
)
|
|
(47,000
|
)
|
||
|
Principal payments on mortgage debt
|
(23,990
|
)
|
|
(8,908
|
)
|
||
|
Debt issuance costs
|
(7
|
)
|
|
(8
|
)
|
||
|
Dividends paid - shareholders
|
(44,218
|
)
|
|
(42,301
|
)
|
||
|
Distributions to noncontrolling interests - Operating Partnership
|
(1,275
|
)
|
|
(1,167
|
)
|
||
|
Preferred distributions paid - OP Unit holder
|
(317
|
)
|
|
(284
|
)
|
||
|
Distributions to noncontrolling interests - partially owned properties
|
(144
|
)
|
|
(148
|
)
|
||
|
Payments of employee taxes for withheld stock-based compensation shares
|
(2,713
|
)
|
|
(1,973
|
)
|
||
|
Purchase of OP Units
|
(93
|
)
|
|
(105
|
)
|
||
|
Net cash used in financing activities
|
(12,525
|
)
|
|
(2,874
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
257
|
|
|
(14,113
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
2,355
|
|
|
19,161
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
2,612
|
|
|
$
|
5,048
|
|
|
Supplemental disclosure of cash flow information - interest paid during the period
|
$
|
25,188
|
|
|
$
|
25,799
|
|
|
Supplemental disclosure of noncash activity - change in fair value of interest rate swap agreements
|
$
|
(9,986
|
)
|
|
$
|
(3,476
|
)
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
(unaudited)
|
|
|
||||
|
ASSETS
|
|
|
|
|
|
||
|
Investment properties:
|
|
|
|
||||
|
Land and improvements
|
$
|
228,067
|
|
|
$
|
225,540
|
|
|
Building and improvements
|
3,754,098
|
|
|
3,700,009
|
|
||
|
Tenant improvements
|
55,524
|
|
|
53,931
|
|
||
|
Acquired lease intangibles
|
397,135
|
|
|
390,450
|
|
||
|
|
4,434,824
|
|
|
4,369,930
|
|
||
|
Accumulated depreciation
|
(578,274
|
)
|
|
(540,928
|
)
|
||
|
Net real estate property
|
3,856,550
|
|
|
3,829,002
|
|
||
|
Right-of-use lease assets, net
|
138,864
|
|
|
127,933
|
|
||
|
Real estate loans receivable
|
135,818
|
|
|
178,240
|
|
||
|
Investments in unconsolidated entities
|
64,319
|
|
|
66,137
|
|
||
|
Net real estate investments
|
4,195,551
|
|
|
4,201,312
|
|
||
|
Cash and cash equivalents
|
2,612
|
|
|
2,355
|
|
||
|
Tenant receivables, net
|
9,211
|
|
|
7,972
|
|
||
|
Other assets
|
133,434
|
|
|
134,942
|
|
||
|
Total assets
|
$
|
4,340,808
|
|
|
$
|
4,346,581
|
|
|
LIABILITIES AND CAPITAL
|
|
|
|
||||
|
Liabilities:
|
|
|
|
||||
|
Credit facility
|
$
|
404,838
|
|
|
$
|
583,323
|
|
|
Notes payable
|
968,001
|
|
|
967,789
|
|
||
|
Mortgage debt
|
59,354
|
|
|
83,341
|
|
||
|
Accounts payable
|
2,709
|
|
|
6,348
|
|
||
|
Distributions payable
|
49,138
|
|
|
46,272
|
|
||
|
Accrued expenses and other liabilities
|
72,945
|
|
|
81,238
|
|
||
|
Lease liabilities
|
74,121
|
|
|
63,290
|
|
||
|
Acquired lease intangibles, net
|
6,402
|
|
|
6,096
|
|
||
|
Total liabilities
|
1,637,508
|
|
|
1,837,697
|
|
||
|
|
|
|
|
||||
|
Redeemable noncontrolling interest - Series A Preferred Units and partially owned properties
|
27,875
|
|
|
27,900
|
|
||
|
|
|
|
|
||||
|
Capital:
|
|
|
|
||||
|
Partners’ capital:
|
|
|
|
||||
|
General partner’s capital, 202,555,703 and 189,975,396 units issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
|
2,607,954
|
|
|
2,404,627
|
|
||
|
Limited partners’ capital, 5,663,554 and 5,666,109 units issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
|
72,771
|
|
|
71,697
|
|
||
|
Accumulated other comprehensive income
|
(5,665
|
)
|
|
4,321
|
|
||
|
Total partners’ capital
|
2,675,060
|
|
|
2,480,645
|
|
||
|
Noncontrolling interest - partially owned properties
|
365
|
|
|
339
|
|
||
|
Total capital
|
2,675,425
|
|
|
2,480,984
|
|
||
|
Total liabilities and capital
|
$
|
4,340,808
|
|
|
$
|
4,346,581
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Revenues:
|
|
|
|
|
|
||
|
Rental revenues
|
$
|
77,870
|
|
|
$
|
77,083
|
|
|
Expense recoveries
|
24,876
|
|
|
26,042
|
|
||
|
Interest income on real estate loans and other
|
4,682
|
|
|
2,243
|
|
||
|
Total revenues
|
107,428
|
|
|
105,368
|
|
||
|
Expenses:
|
|
|
|
||||
|
Interest expense
|
15,626
|
|
|
16,269
|
|
||
|
General and administrative
|
8,977
|
|
|
8,972
|
|
||
|
Operating expenses
|
30,963
|
|
|
32,208
|
|
||
|
Depreciation and amortization
|
36,747
|
|
|
36,449
|
|
||
|
Total expenses
|
92,313
|
|
|
93,898
|
|
||
|
Income before equity in (loss) income of unconsolidated entities:
|
15,115
|
|
|
11,470
|
|
||
|
Equity in (loss) income of unconsolidated entities
|
(155
|
)
|
|
30
|
|
||
|
Net income
|
14,960
|
|
|
11,500
|
|
||
|
Net income attributable to noncontrolling interests - partially owned properties (1)
|
(142
|
)
|
|
(138
|
)
|
||
|
Net income attributable to controlling interest
|
14,818
|
|
|
11,362
|
|
||
|
Preferred distributions
|
(317
|
)
|
|
(284
|
)
|
||
|
Net income attributable to common unitholders
|
$
|
14,501
|
|
|
$
|
11,078
|
|
|
Net income per common unit:
|
|
|
|
||||
|
Basic
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Weighted average common units:
|
|
|
|
||||
|
Basic
|
201,874,852
|
|
|
187,850,775
|
|
||
|
Diluted
|
202,842,340
|
|
|
188,497,308
|
|
||
|
|
|
|
|
||||
|
Distributions declared per common unit
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
(1)
|
Includes amounts attributable to redeemable noncontrolling interests.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Other comprehensive loss:
|
|
|
|
||||
|
Change in fair value of interest rate swap agreements, net
|
(9,986
|
)
|
|
(3,476
|
)
|
||
|
Total other comprehensive loss
|
(9,986
|
)
|
|
(3,476
|
)
|
||
|
Comprehensive income
|
4,974
|
|
|
8,024
|
|
||
|
Comprehensive income attributable to noncontrolling interests - partially owned properties
|
(142
|
)
|
|
(138
|
)
|
||
|
Comprehensive income attributable to common unitholders
|
$
|
4,832
|
|
|
$
|
7,886
|
|
|
|
General Partner
|
|
Limited Partners
|
|
Accumulated Other Comprehensive Income
|
|
Total
Partners’ Capital
|
|
Partially
Owned
Properties
Noncontrolling
Interest
|
|
Total Capital
|
||||||||||||
|
Balance at December 31, 2019
|
$
|
2,404,627
|
|
|
$
|
71,697
|
|
|
$
|
4,321
|
|
|
$
|
2,480,645
|
|
|
$
|
339
|
|
|
$
|
2,480,984
|
|
|
Cumulative effect of changes in accounting standard
|
(147
|
)
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
(147
|
)
|
||||||
|
Net proceeds from sale of Trust common shares and issuance of common units
|
239,232
|
|
|
—
|
|
|
—
|
|
|
239,232
|
|
|
—
|
|
|
239,232
|
|
||||||
|
Trust restricted share award grants, net
|
(201
|
)
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
||||||
|
Purchase of OP Units
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
(93
|
)
|
||||||
|
OP Units - distributions
|
(46,636
|
)
|
|
(1,275
|
)
|
|
—
|
|
|
(47,911
|
)
|
|
—
|
|
|
(47,911
|
)
|
||||||
|
Preferred distributions
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
(317
|
)
|
||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
||||||
|
Change in market value of Redeemable Limited Partners
|
(980
|
)
|
|
—
|
|
|
—
|
|
|
(980
|
)
|
|
—
|
|
|
(980
|
)
|
||||||
|
Change in fair value of interest rate swap agreements
|
—
|
|
|
—
|
|
|
(9,986
|
)
|
|
(9,986
|
)
|
|
—
|
|
|
(9,986
|
)
|
||||||
|
Net income
|
14,414
|
|
|
404
|
|
|
—
|
|
|
14,818
|
|
|
67
|
|
|
14,885
|
|
||||||
|
Adjustments for Limited Partners' ownership in Operating Partnership
|
(2,038
|
)
|
|
2,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Balance at March 31, 2020
|
$
|
2,607,954
|
|
|
$
|
72,771
|
|
|
$
|
(5,665
|
)
|
|
$
|
2,675,060
|
|
|
$
|
365
|
|
|
$
|
2,675,425
|
|
|
|
General Partner
|
|
Limited Partners
|
|
Accumulated Other Comprehensive Income
|
|
Total
Partners’ Capital
|
|
Partially
Owned
Properties
Noncontrolling
Interest
|
|
Total Capital
|
||||||||||||
|
Balance at December 31, 2018
|
$
|
2,365,072
|
|
|
$
|
67,477
|
|
|
$
|
14,433
|
|
|
$
|
2,446,982
|
|
|
$
|
678
|
|
|
$
|
2,447,660
|
|
|
Cumulative effect of changes in accounting standard
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
(239
|
)
|
||||||
|
Net proceeds from sale of Trust common shares and issuance of common units
|
31,020
|
|
|
—
|
|
|
—
|
|
|
31,020
|
|
|
—
|
|
|
31,020
|
|
||||||
|
Trust restricted share award grants, net
|
355
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
—
|
|
|
355
|
|
||||||
|
Purchase of OP Units
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
(105
|
)
|
||||||
|
Conversion of OP Units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
OP Units - distributions
|
(42,536
|
)
|
|
(1,158
|
)
|
|
—
|
|
|
(43,694
|
)
|
|
—
|
|
|
(43,694
|
)
|
||||||
|
Preferred distributions
|
(284
|
)
|
|
—
|
|
|
—
|
|
|
(284
|
)
|
|
—
|
|
|
(284
|
)
|
||||||
|
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
||||||
|
Change in market value of Redeemable Limited Partners
|
(290
|
)
|
|
—
|
|
|
—
|
|
|
(290
|
)
|
|
—
|
|
|
(290
|
)
|
||||||
|
Change in fair value of interest rate swap agreements
|
—
|
|
|
—
|
|
|
(3,476
|
)
|
|
(3,476
|
)
|
|
—
|
|
|
(3,476
|
)
|
||||||
|
Net income
|
11,057
|
|
|
305
|
|
|
—
|
|
|
11,362
|
|
|
64
|
|
|
11,426
|
|
||||||
|
Adjustments for Limited Partners' ownership in Operating Partnership
|
(149
|
)
|
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Balance as of March 31, 2019
|
$
|
2,364,006
|
|
|
$
|
66,668
|
|
|
$
|
10,957
|
|
|
$
|
2,441,631
|
|
|
$
|
695
|
|
|
$
|
2,442,326
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
|
Depreciation and amortization
|
36,747
|
|
|
36,449
|
|
||
|
Amortization of deferred financing costs
|
599
|
|
|
607
|
|
||
|
Amortization of lease inducements and above/below-market lease intangibles
|
1,194
|
|
|
1,176
|
|
||
|
Straight-line rental revenue/expense
|
(3,731
|
)
|
|
(4,762
|
)
|
||
|
Amortization of discount on unsecured senior notes
|
155
|
|
|
148
|
|
||
|
Amortization of above market assumed debt
|
(16
|
)
|
|
(16
|
)
|
||
|
Equity in loss (income) of unconsolidated entities
|
155
|
|
|
(30
|
)
|
||
|
Distributions from unconsolidated entities
|
1,799
|
|
|
29
|
|
||
|
Change in fair value of derivative
|
(91
|
)
|
|
13
|
|
||
|
Provision for bad debts
|
26
|
|
|
35
|
|
||
|
Non-cash share compensation
|
2,996
|
|
|
2,653
|
|
||
|
Change in operating assets and liabilities:
|
|
|
|
||||
|
Tenant receivables
|
(1,660
|
)
|
|
(2,076
|
)
|
||
|
Other assets
|
(4,644
|
)
|
|
647
|
|
||
|
Accounts payable
|
(3,639
|
)
|
|
(373
|
)
|
||
|
Accrued expenses and other liabilities
|
(9,992
|
)
|
|
(19,573
|
)
|
||
|
Net cash provided by operating activities
|
34,858
|
|
|
26,427
|
|
||
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
|
Acquisition of investment properties, net
|
(11,881
|
)
|
|
(4,303
|
)
|
||
|
Escrowed cash - acquisition deposits/earnest deposits
|
—
|
|
|
(150
|
)
|
||
|
Capital expenditures on investment properties
|
(4,208
|
)
|
|
(12,953
|
)
|
||
|
Investment in real estate loans receivable
|
(6,591
|
)
|
|
(20,028
|
)
|
||
|
Repayment of real estate loans receivable
|
944
|
|
|
325
|
|
||
|
Leasing commissions
|
(340
|
)
|
|
(552
|
)
|
||
|
Lease inducements
|
—
|
|
|
(5
|
)
|
||
|
Net cash used in investing activities
|
(22,076
|
)
|
|
(37,666
|
)
|
||
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
|
Net proceeds from sale of Trust common shares and issuance of common units
|
239,232
|
|
|
31,020
|
|
||
|
Proceeds from credit facility borrowings
|
88,000
|
|
|
68,000
|
|
||
|
Repayment of credit facility borrowings
|
(267,000
|
)
|
|
(47,000
|
)
|
||
|
Principal payments on mortgage debt
|
(23,990
|
)
|
|
(8,908
|
)
|
||
|
Debt issuance costs
|
(7
|
)
|
|
(8
|
)
|
||
|
OP Unit distributions - General Partner
|
(44,218
|
)
|
|
(42,301
|
)
|
||
|
OP Unit distributions - Limited Partners
|
(1,275
|
)
|
|
(1,167
|
)
|
||
|
Preferred OP Units distributions - Limited Partner
|
(317
|
)
|
|
(284
|
)
|
||
|
Distributions to noncontrolling interests - partially owned properties
|
(144
|
)
|
|
(148
|
)
|
||
|
Payments of employee taxes for withheld stock-based compensation shares
|
(2,713
|
)
|
|
(1,973
|
)
|
||
|
Purchase of Limited Partner Units
|
(93
|
)
|
|
(105
|
)
|
||
|
Net cash used in financing activities
|
(12,525
|
)
|
|
(2,874
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
257
|
|
|
(14,113
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
2,355
|
|
|
19,161
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
2,612
|
|
|
$
|
5,048
|
|
|
Supplemental disclosure of cash flow information - interest paid during the period
|
$
|
25,188
|
|
|
$
|
25,799
|
|
|
Supplemental disclosure of noncash activity - change in fair value of interest rate swap agreements
|
$
|
(9,986
|
)
|
|
$
|
(3,476
|
)
|
|
Investment
|
|
|
Location
|
|
Acquisition
Date
|
|
Investment Amount
(in thousands)
|
||
|
El Paso, Texas Land
|
(1) (2)
|
|
El Paso, TX
|
|
January 17, 2020
|
|
$
|
215
|
|
|
Westerville MOB
|
(1)
|
|
Westerville, OH
|
|
February 28, 2020
|
|
10,683
|
|
|
|
TOPA Fort Worth
|
(1) (3)
|
|
Fort Worth, TX
|
|
March 16, 2020
|
|
1,500
|
|
|
|
Loan Investments
|
|
|
Various
|
|
Various
|
|
6,591
|
|
|
|
|
|
|
|
|
|
|
$
|
18,989
|
|
|
(1)
|
The Company incurred an additional $0.4 million of capitalized costs on our investment activity for the three months ended March 31, 2020.
|
|
(2)
|
This investment was funded through the conversion and satisfaction of a previously outstanding term loan of $1.3 million and additional cash consideration of $0.2 million.
|
|
(3)
|
This investment was funded through the conversion and satisfaction of a previously outstanding term loan of $47.0 million and additional cash consideration of $1.5 million.
|
|
Land
|
$
|
2,527
|
|
|
Building and improvements
|
51,512
|
|
|
|
In-place lease intangibles
|
6,586
|
|
|
|
Above market in-place lease intangibles
|
118
|
|
|
|
Below market in-place lease intangibles
|
(669
|
)
|
|
|
Right-of-use asset
|
444
|
|
|
|
Prepaid expenses
|
(771
|
)
|
|
|
Receivables
|
316
|
|
|
|
Net assets acquired
|
$
|
60,063
|
|
|
Acquisition credits (1)
|
1,027
|
|
|
|
Aggregate purchase price
|
$
|
61,090
|
|
|
(1)
|
Acquisition credits consisted primarily of tenant improvements and capital expenditures received as credits at the time of acquisition.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
In-place leases
|
$
|
353,004
|
|
|
$
|
(149,482
|
)
|
|
$
|
203,522
|
|
|
$
|
346,438
|
|
|
$
|
(140,937
|
)
|
|
$
|
205,501
|
|
|
Above-market leases
|
43,419
|
|
|
(17,852
|
)
|
|
25,567
|
|
|
43,300
|
|
|
(16,856
|
)
|
|
26,444
|
|
||||||
|
Leasehold interest
|
712
|
|
|
(316
|
)
|
|
396
|
|
|
712
|
|
|
(302
|
)
|
|
410
|
|
||||||
|
Right-of-use lease assets
|
141,428
|
|
|
(2,564
|
)
|
|
138,864
|
|
|
129,976
|
|
|
(2,043
|
)
|
|
127,933
|
|
||||||
|
Total
|
$
|
538,563
|
|
|
$
|
(170,214
|
)
|
|
$
|
368,349
|
|
|
$
|
520,426
|
|
|
$
|
(160,138
|
)
|
|
$
|
360,288
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Below-market leases
|
$
|
14,685
|
|
|
$
|
(8,283
|
)
|
|
$
|
6,402
|
|
|
$
|
14,054
|
|
|
$
|
(7,958
|
)
|
|
$
|
6,096
|
|
|
Lease liabilities
|
74,687
|
|
|
(566
|
)
|
|
74,121
|
|
|
63,665
|
|
|
(375
|
)
|
|
63,290
|
|
||||||
|
Total
|
$
|
89,372
|
|
|
$
|
(8,849
|
)
|
|
$
|
80,523
|
|
|
$
|
77,719
|
|
|
$
|
(8,333
|
)
|
|
$
|
69,386
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Amortization expense related to in-place leases
|
$
|
8,564
|
|
|
$
|
9,247
|
|
|
Decrease of rental income related to above-market leases
|
996
|
|
|
1,115
|
|
||
|
Decrease of rental income related to leasehold interest
|
15
|
|
|
15
|
|
||
|
Increase of rental income related to below-market leases
|
363
|
|
|
550
|
|
||
|
Decrease of operating expense related to above-market ground leases (1)
|
35
|
|
|
35
|
|
||
|
Increase in operating expense related to below-market ground leases (1)
|
307
|
|
|
304
|
|
||
|
(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.
|
|
|
Net Decrease in
Revenue
|
|
Net Increase in
Expenses
|
||||
|
2020
|
$
|
1,899
|
|
|
$
|
26,698
|
|
|
2021
|
2,473
|
|
|
33,239
|
|
||
|
2022
|
2,021
|
|
|
29,367
|
|
||
|
2023
|
1,729
|
|
|
26,472
|
|
||
|
2024
|
1,675
|
|
|
23,226
|
|
||
|
Thereafter
|
9,764
|
|
|
129,263
|
|
||
|
Total
|
$
|
19,561
|
|
|
$
|
268,265
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
Straight line rent receivable, net
|
$
|
77,874
|
|
|
$
|
73,992
|
|
|
Note receivable
|
22,705
|
|
|
22,694
|
|
||
|
Lease inducements, net
|
11,140
|
|
|
11,415
|
|
||
|
Prepaid expenses
|
8,293
|
|
|
8,000
|
|
||
|
Leasing commissions, net
|
8,035
|
|
|
7,986
|
|
||
|
Escrows
|
1,976
|
|
|
1,886
|
|
||
|
Interest rate swap
|
—
|
|
|
4,933
|
|
||
|
Other
|
3,411
|
|
|
4,036
|
|
||
|
Total
|
$
|
133,434
|
|
|
$
|
134,942
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
Fixed interest mortgage notes (1)
|
$
|
53,027
|
|
|
$
|
76,897
|
|
|
Variable interest mortgage note (2)
|
6,462
|
|
|
6,581
|
|
||
|
Total mortgage debt
|
59,489
|
|
|
83,478
|
|
||
|
$850 million unsecured revolving credit facility bearing variable interest of LIBOR plus 1.10%, due September 2022
|
160,000
|
|
|
339,000
|
|
||
|
$400 million senior unsecured notes bearing fixed interest of 4.30%, due March 2027
|
400,000
|
|
|
400,000
|
|
||
|
$350 million senior unsecured notes bearing fixed interest of 3.95%, due January 2028
|
350,000
|
|
|
350,000
|
|
||
|
$250 million unsecured term borrowing bearing fixed interest of 2.32%, due June 2023 (3)
|
250,000
|
|
|
250,000
|
|
||
|
$150 million senior unsecured notes bearing fixed interest of 4.03% to 4.74%, due January 2023 to 2031
|
150,000
|
|
|
150,000
|
|
||
|
$75 million senior unsecured notes bearing fixed interest of 4.09% to 4.24%, due August 2025 to 2027
|
75,000
|
|
|
75,000
|
|
||
|
Total principal
|
1,444,489
|
|
|
1,647,478
|
|
||
|
Unamortized deferred financing costs
|
(7,086
|
)
|
|
(7,677
|
)
|
||
|
Unamortized discounts
|
(5,329
|
)
|
|
(5,483
|
)
|
||
|
Unamortized fair value adjustments
|
119
|
|
|
135
|
|
||
|
Total debt
|
$
|
1,432,193
|
|
|
$
|
1,634,453
|
|
|
(1)
|
As of March 31, 2020, fixed interest mortgage notes bear interest from 4.63% to 5.50%, due in 2021, 2022, and 2024, with a weighted average interest rate of 4.78%. As of December 31, 2019, fixed interest mortgage notes bear interest from 3.00% to 5.50%, due in 2020, 2021, 2022, and 2024, with a weighted average interest rate of 4.43%. The notes are collateralized by four properties with a net book value of $112.1 million as of March 31, 2020 and five properties with a net book value of $170.2 million as of December 31, 2019.
|
|
(2)
|
Variable interest mortgage note bears variable interest of LIBOR plus 2.75%, for an interest rate of 3.67% and 4.50% as of March 31, 2020 and December 31, 2019, respectively. The note is due in 2028 and is collateralized by one property with a net book value of $8.6 million as of March 31, 2020 and December 31, 2019.
|
|
(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%.
|
|
Credit Rating
|
|
Margin for Revolving Loans: Adjusted LIBOR Rate Loans
and Letter of Credit Fee
|
|
Margin for Revolving Loans: Base Rate Loans
|
|
Margin for Term Loans: Adjusted LIBOR Rate Loans
and Letter of Credit Fee
|
|
Margin for Term Loans: Base Rate Loans
|
||
|
At Least A- or A3
|
|
LIBOR + 0.775%
|
|
—
|
%
|
|
LIBOR + 0.85%
|
|
—
|
%
|
|
At Least BBB+ or Baa1
|
|
LIBOR + 0.825%
|
|
—
|
%
|
|
LIBOR + 0.90%
|
|
—
|
%
|
|
At Least BBB or Baa2
|
|
LIBOR + 0.90%
|
|
—
|
%
|
|
LIBOR + 1.00%
|
|
—
|
%
|
|
At Least BBB- or Baa3
|
|
LIBOR + 1.10%
|
|
0.10
|
%
|
|
LIBOR + 1.25%
|
|
0.25
|
%
|
|
Below BBB- or Baa3
|
|
LIBOR + 1.45%
|
|
0.45
|
%
|
|
LIBOR + 1.65%
|
|
0.65
|
%
|
|
2020
|
$
|
1,489
|
|
|
2021
|
8,296
|
|
|
|
2022
|
180,825
|
|
|
|
2023
|
266,008
|
|
|
|
2024
|
23,669
|
|
|
|
Thereafter
|
964,202
|
|
|
|
Total Payments
|
$
|
1,444,489
|
|
|
Total notional amount
|
|
$
|
250,000
|
|
|
Effective fixed interest rate
|
(1)
|
2.32
|
%
|
|
|
Effective date
|
|
7/7/2016
|
|
|
|
Maturity date
|
|
6/10/2023
|
|
|
|
Liability balance at March 31, 2020 (included in Other liabilities)
|
|
$
|
(5,071
|
)
|
|
Asset balance at December 31, 2019 (included in Other assets)
|
|
$
|
4,933
|
|
|
(1)
|
1.07% effective swap rate plus 1.25% spread per Credit Agreement.
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
Prepaid rent
|
$
|
20,555
|
|
|
$
|
21,037
|
|
|
Real estate taxes payable
|
15,724
|
|
|
21,483
|
|
||
|
Accrued interest
|
5,777
|
|
|
16,038
|
|
||
|
Embedded derivative
|
5,269
|
|
|
4,290
|
|
||
|
Interest rate swap
|
5,071
|
|
|
—
|
|
||
|
Accrued expenses
|
4,495
|
|
|
4,882
|
|
||
|
Security deposits
|
3,789
|
|
|
3,472
|
|
||
|
Tenant improvement allowance
|
2,173
|
|
|
2,155
|
|
||
|
Accrued incentive compensation
|
1,587
|
|
|
2,248
|
|
||
|
Contingent consideration
|
715
|
|
|
715
|
|
||
|
Other
|
7,790
|
|
|
4,918
|
|
||
|
Total
|
$
|
72,945
|
|
|
$
|
81,238
|
|
|
|
Common Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
|
Non-vested at December 31, 2019
|
216,877
|
|
|
$
|
17.67
|
|
|
Granted
|
158,675
|
|
|
19.30
|
|
|
|
Vested
|
(168,757
|
)
|
|
17.91
|
|
|
|
Forfeited
|
(405
|
)
|
|
17.29
|
|
|
|
Non-vested at March 31, 2020
|
206,390
|
|
|
$
|
18.73
|
|
|
Volatility
|
20.1
|
%
|
|
|
Dividend assumption
|
reinvested
|
|
|
|
Expected term in years
|
2.83 years
|
|
|
|
Risk-free rate
|
0.84
|
%
|
|
|
Share price (per share)
|
$
|
19.30
|
|
|
|
Executive Awards
|
|
Trustee Awards
|
||||||||||
|
|
Restricted Share
Units
|
|
Weighted
Average Grant
Date Fair Value
|
|
Restricted Share
Units |
|
Weighted
Average Grant Date Fair Value |
||||||
|
Non-vested at December 31, 2019
|
654,752
|
|
|
$
|
22.99
|
|
|
67,297
|
|
|
$
|
16.72
|
|
|
Granted
|
482,646
|
|
|
21.64
|
|
|
38,858
|
|
|
19.30
|
|
||
|
Vested
|
(173,259
|
)
|
(1)
|
29.34
|
|
|
(46,335
|
)
|
|
16.19
|
|
||
|
Non-vested at March 31, 2020
|
964,139
|
|
|
$
|
21.17
|
|
|
59,820
|
|
|
$
|
18.81
|
|
|
(1)
|
Restricted units vested by Company executives in 2020 resulted in the issuance of 147,765 common shares, less 65,513 common shares withheld to cover minimum withholding tax obligations, for multiple employees.
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Real estate loans receivable
|
$
|
135,818
|
|
|
$
|
138,320
|
|
|
$
|
178,240
|
|
|
$
|
178,095
|
|
|
Notes receivable
|
$
|
22,705
|
|
|
$
|
22,705
|
|
|
$
|
22,694
|
|
|
$
|
22,694
|
|
|
Derivative assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,933
|
|
|
$
|
4,933
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Credit facility
|
$
|
(410,000
|
)
|
|
$
|
(410,000
|
)
|
|
$
|
(589,000
|
)
|
|
$
|
(589,000
|
)
|
|
Notes payable
|
$
|
(975,000
|
)
|
|
$
|
(1,082,468
|
)
|
|
$
|
(975,000
|
)
|
|
$
|
(1,003,385
|
)
|
|
Mortgage debt
|
$
|
(59,608
|
)
|
|
$
|
(58,733
|
)
|
|
$
|
(83,613
|
)
|
|
$
|
(85,110
|
)
|
|
Derivative liabilities
|
$
|
(10,340
|
)
|
|
$
|
(10,340
|
)
|
|
$
|
(4,290
|
)
|
|
$
|
(4,290
|
)
|
|
2020
|
$
|
224,645
|
|
|
2021
|
296,531
|
|
|
|
2022
|
289,574
|
|
|
|
2023
|
281,441
|
|
|
|
2024
|
269,574
|
|
|
|
Thereafter
|
1,082,993
|
|
|
|
Total
|
$
|
2,444,758
|
|
|
2020
|
$
|
2,530
|
|
|
2021
|
3,486
|
|
|
|
2022
|
3,456
|
|
|
|
2023
|
3,448
|
|
|
|
2024
|
3,431
|
|
|
|
Thereafter
|
172,624
|
|
|
|
Total undiscounted lease payments
|
$
|
188,975
|
|
|
Less: Interest
|
(114,854
|
)
|
|
|
Present value of lease liabilities
|
$
|
74,121
|
|
|
|
Three Months Ended March 31, 2020
|
||
|
Operating lease cost
|
$
|
509
|
|
|
Variable lease cost
|
250
|
|
|
|
Total lease cost
|
$
|
759
|
|
|
Tenant
|
|
Total ABR
|
|
Percent of ABR
|
|||
|
CommonSpirit - CHI - Nebraska
|
|
$
|
16,865
|
|
|
5.6
|
%
|
|
Northside Hospital
|
|
14,176
|
|
|
4.7
|
%
|
|
|
UofL Health - Louisville, Inc.
|
|
11,862
|
|
|
4.0
|
%
|
|
|
US Oncology
|
|
9,520
|
|
|
3.2
|
%
|
|
|
Baylor Scott and White Health
|
|
7,960
|
|
|
2.7
|
%
|
|
|
Remaining portfolio
|
|
238,672
|
|
|
79.8
|
%
|
|
|
Total
|
|
$
|
299,055
|
|
|
100.0
|
%
|
|
State
|
|
Total ABR
|
|
Percent of ABR
|
|||
|
Texas
|
|
$
|
48,862
|
|
|
16.3
|
%
|
|
Georgia
|
|
26,078
|
|
|
8.7
|
%
|
|
|
Indiana
|
|
21,933
|
|
|
7.3
|
%
|
|
|
Nebraska
|
|
18,175
|
|
|
6.1
|
%
|
|
|
Minnesota
|
|
17,695
|
|
|
5.9
|
%
|
|
|
Other
|
|
166,312
|
|
|
55.7
|
%
|
|
|
Total
|
|
$
|
299,055
|
|
|
100.0
|
%
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Numerator for earnings per share - basic:
|
|
|
|
|
|
||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Net income attributable to noncontrolling interests:
|
|
|
|
||||
|
Operating Partnership
|
(404
|
)
|
|
(305
|
)
|
||
|
Partially owned properties
|
(142
|
)
|
|
(138
|
)
|
||
|
Preferred distributions
|
(317
|
)
|
|
(284
|
)
|
||
|
Numerator for earnings per share - basic
|
$
|
14,097
|
|
|
$
|
10,773
|
|
|
Numerator for earnings per share - diluted:
|
|
|
|
||||
|
Numerator for earnings per share - basic
|
$
|
14,097
|
|
|
$
|
10,773
|
|
|
Operating Partnership net income
|
404
|
|
|
305
|
|
||
|
Numerator for earnings per share - diluted
|
$
|
14,501
|
|
|
$
|
11,078
|
|
|
Denominator for earnings per share - basic and diluted:
|
|
|
|
||||
|
Weighted average number of shares outstanding - basic
|
196,211,728
|
|
|
182,672,863
|
|
||
|
Effect of dilutive securities:
|
|
|
|
|
|||
|
Noncontrolling interest - Operating Partnership units
|
5,663,124
|
|
|
5,177,912
|
|
||
|
Restricted common shares
|
87,322
|
|
|
104,784
|
|
||
|
Restricted share units
|
880,166
|
|
|
541,749
|
|
||
|
Denominator for earnings per share - diluted:
|
202,842,340
|
|
|
188,497,308
|
|
||
|
Earnings per share - basic
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Earnings per share - diluted
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Numerator for earnings per unit - basic and diluted:
|
|
|
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Net income attributable to noncontrolling interests - partially owned properties
|
(142
|
)
|
|
(138
|
)
|
||
|
Preferred distributions
|
(317
|
)
|
|
(284
|
)
|
||
|
Numerator for earnings per unit - basic and diluted
|
$
|
14,501
|
|
|
$
|
11,078
|
|
|
Denominator for earnings per unit - basic and diluted:
|
|
|
|
||||
|
Weighted average number of units outstanding - basic
|
201,874,852
|
|
|
187,850,775
|
|
||
|
Effect of dilutive securities:
|
|
|
|
|
|||
|
Restricted common shares
|
87,322
|
|
|
104,784
|
|
||
|
Restricted share units
|
880,166
|
|
|
541,749
|
|
||
|
Denominator for earnings per unit - diluted
|
202,842,340
|
|
|
188,497,308
|
|
||
|
Earnings per unit - basic
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Earnings per unit - diluted
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
•
|
medical office buildings;
|
|
•
|
outpatient treatment and diagnostic facilities;
|
|
•
|
physician group practice clinics;
|
|
•
|
ambulatory surgery centers; and
|
|
•
|
specialty hospitals and treatment centers.
|
|
|
2020
|
|
2019
|
|
Change
|
|
%
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Rental revenues
|
$
|
77,870
|
|
|
$
|
77,083
|
|
|
$
|
787
|
|
|
1.0
|
%
|
|
Expense recoveries
|
24,876
|
|
|
26,042
|
|
|
(1,166
|
)
|
|
(4.5
|
)%
|
|||
|
Interest income on real estate loans and other
|
4,682
|
|
|
2,243
|
|
|
2,439
|
|
|
108.7
|
%
|
|||
|
Total revenues
|
107,428
|
|
|
105,368
|
|
|
2,060
|
|
|
2.0
|
%
|
|||
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Interest expense
|
15,626
|
|
|
16,269
|
|
|
(643
|
)
|
|
(4.0
|
)%
|
|||
|
General and administrative
|
8,977
|
|
|
8,972
|
|
|
5
|
|
|
0.1
|
%
|
|||
|
Operating expenses
|
30,963
|
|
|
32,208
|
|
|
(1,245
|
)
|
|
(3.9
|
)%
|
|||
|
Depreciation and amortization
|
36,747
|
|
|
36,449
|
|
|
298
|
|
|
0.8
|
%
|
|||
|
Total expenses
|
92,313
|
|
|
93,898
|
|
|
(1,585
|
)
|
|
(1.7
|
)%
|
|||
|
Income before equity in (loss) income of unconsolidated entities:
|
15,115
|
|
|
11,470
|
|
|
3,645
|
|
|
31.8
|
%
|
|||
|
Equity in (loss) income of unconsolidated entities
|
(155
|
)
|
|
30
|
|
|
(185
|
)
|
|
NM
|
|
|||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
$
|
3,460
|
|
|
30.1
|
%
|
|
|
2020
|
|
2019
|
||||
|
Cash provided by operating activities
|
$
|
34,858
|
|
|
$
|
26,427
|
|
|
Cash used in investing activities
|
(22,076
|
)
|
|
(37,666
|
)
|
||
|
Cash used in financing activities
|
(12,525
|
)
|
|
(2,874
|
)
|
||
|
Increase (decrease) in cash and cash equivalents
|
$
|
257
|
|
|
$
|
(14,113
|
)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Earnings per share - diluted
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
|
|
|
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Net income attributable to noncontrolling interests - partially owned properties
|
(142
|
)
|
|
(138
|
)
|
||
|
Preferred distributions
|
(317
|
)
|
|
(284
|
)
|
||
|
Depreciation and amortization expense
|
36,655
|
|
|
36,359
|
|
||
|
Depreciation and amortization expense - partially owned properties
|
(75
|
)
|
|
(74
|
)
|
||
|
Proportionate share of unconsolidated joint venture adjustments
|
1,700
|
|
|
—
|
|
||
|
FFO applicable to common shares and OP Units
|
$
|
52,781
|
|
|
$
|
47,363
|
|
|
Net change in fair value of derivative
|
(91
|
)
|
|
13
|
|
||
|
Normalized FFO applicable to common shares and OP Units
|
$
|
52,690
|
|
|
$
|
47,376
|
|
|
|
|
|
|
||||
|
FFO per common share and OP Unit
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
Normalized FFO per common share and OP Unit
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
|
|
|
|
||||
|
Weighted average number of common shares and OP Units outstanding
|
202,842,340
|
|
|
188,497,308
|
|
||
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Normalized FFO applicable to common shares and OP Units
|
$
|
52,690
|
|
|
$
|
47,376
|
|
|
|
|
|
|
||||
|
Normalized FFO applicable to common shares and OP Units
|
$
|
52,690
|
|
|
$
|
47,376
|
|
|
Non-cash share compensation expense
|
2,996
|
|
|
2,653
|
|
||
|
Straight-line rent adjustments
|
(3,731
|
)
|
|
(4,762
|
)
|
||
|
Amortization of acquired above/below-market leases/assumed debt
|
889
|
|
|
818
|
|
||
|
Amortization of lease inducements
|
290
|
|
|
343
|
|
||
|
Amortization of deferred financing costs
|
599
|
|
|
607
|
|
||
|
TI/LC and recurring capital expenditures
|
(3,060
|
)
|
|
(4,904
|
)
|
||
|
Proportionate share of unconsolidated joint venture adjustments
|
(187
|
)
|
|
—
|
|
||
|
Normalized FAD applicable to common shares and OP Units
|
$
|
50,486
|
|
|
$
|
42,131
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
General and administrative
|
8,977
|
|
|
8,972
|
|
||
|
Depreciation and amortization
|
36,747
|
|
|
36,449
|
|
||
|
Interest expense
|
15,626
|
|
|
16,269
|
|
||
|
Net change in the fair value of derivative
|
(91
|
)
|
|
13
|
|
||
|
Proportionate share of unconsolidated joint venture adjustments
|
2,454
|
|
|
—
|
|
||
|
NOI
|
$
|
78,673
|
|
|
$
|
73,203
|
|
|
|
|
|
|
||||
|
NOI
|
$
|
78,673
|
|
|
$
|
73,203
|
|
|
Straight-line rent adjustments
|
(3,731
|
)
|
|
(4,762
|
)
|
||
|
Amortization of acquired above/below-market leases
|
905
|
|
|
818
|
|
||
|
Amortization of lease inducements
|
290
|
|
|
343
|
|
||
|
Proportionate share of unconsolidated joint venture adjustments
|
(165
|
)
|
|
—
|
|
||
|
Cash NOI
|
$
|
75,972
|
|
|
$
|
69,602
|
|
|
|
|
|
|
||||
|
Cash NOI
|
$
|
75,972
|
|
|
$
|
69,602
|
|
|
Assets not held for all periods
|
(4,182
|
)
|
|
(1,653
|
)
|
||
|
LTACH & Hospital Cash NOI
|
(3,822
|
)
|
|
(3,467
|
)
|
||
|
Lease termination fees
|
(180
|
)
|
|
(40
|
)
|
||
|
Interest income and other
|
(3,926
|
)
|
|
(1,595
|
)
|
||
|
MOB Same-Store Cash NOI
|
$
|
63,862
|
|
|
$
|
62,847
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
Net income
|
$
|
14,960
|
|
|
$
|
11,500
|
|
|
Depreciation and amortization
|
36,747
|
|
|
36,449
|
|
||
|
Interest expense
|
15,626
|
|
|
16,269
|
|
||
|
Proportionate share of unconsolidated joint venture adjustments
|
2,426
|
|
|
—
|
|
||
|
EBITDAre
|
$
|
69,759
|
|
|
$
|
64,218
|
|
|
Non-cash share compensation expense
|
2,996
|
|
|
2,653
|
|
||
|
Non-cash changes in fair value
|
(91
|
)
|
|
13
|
|
||
|
Proforma adjustments for investment activity
|
(35
|
)
|
|
—
|
|
||
|
Adjusted EBITDAre
|
$
|
72,629
|
|
|
$
|
66,884
|
|
|
•
|
property expenses;
|
|
•
|
interest expense and scheduled principal payments on outstanding indebtedness;
|
|
•
|
general and administrative expenses; and
|
|
•
|
capital expenditures for tenant improvements and leasing commissions.
|
|
•
|
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.
|
|
•
|
a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;
|
|
•
|
the reduced economic activity impacting our tenants' businesses, including a reduction in elective or non-essential medical or surgical procedures, which may have a material adverse effect on our tenant's financial condition and liquidity and may cause one or more of our tenants to be unable to pay their rent to us in full, or at all, or to otherwise seek rental concessions or modifications of their monetary obligations under their leases;
|
|
•
|
difficulty finding suitable replacement tenants in the event of a tenant default or non-renewal of our leases, especially for our properties in smaller markets;
|
|
•
|
reduced economic activity that could result in a recession or other prolonged adverse economic condition that could negatively impact the real estate industry, resulting in declining demand for real estate, which may affect our ability to sell any of our properties at a profit, or at all, in the future;
|
|
•
|
the general decline in business activity and demand for real estate transactions, which has adversely affected, and is likely to continue affecting, our ability to acquire additional properties;
|
|
•
|
the decline in the market price of our common shares, which could adversely impact our ability to access equity capital markets and require us to try to rely on debt financing to fund our capital needs, which may not be available on acceptable terms or at all;
|
|
•
|
any debt financing we may be able to secure could increase our leverage, which could place us at a competitive disadvantage compared to our competitors who have less debt, and could place us at a competitive disadvantage compared to our competitors who have debt on more favorable terms;
|
|
•
|
any inability to comply with covenants under our debt agreements, which could result in a default under the applicable debt agreement and could trigger a cross-default under other indebtedness, which could cause an acceleration of our
|
|
•
|
any impairment in value of our tangible or intangible assets which could be recorded as a result of a weaker economic conditions or if a tenant at one of our properties fails to pay rent; and
|
|
•
|
the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could impair our ability to perform critical functions and may cause a disruption in our business operations.
|
|
Period
|
|
(a) Total Number of Shares (or Units) Purchased
|
|
(b) Average Price Paid per Share (or Unit)
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
|||||
|
January 1, 2020 - January 31, 2020
|
|
6,975
|
|
(1)
|
$
|
18.58
|
|
|
N/A
|
|
|
N/A
|
|
|
February 1, 2020 - February 29, 2020
|
|
65,513
|
|
(2)
|
19.42
|
|
|
N/A
|
|
|
N/A
|
|
|
|
March 1, 2020 - March 31, 2020
|
|
72,718
|
|
(2)
|
19.30
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Total
|
|
145,206
|
|
|
$
|
19.32
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Represents OP Units redeemed by holders in exchange for common shares of the Company and common shares repurchased by the Company to satisfy employee withholding tax obligations related to stock-based compensation.
|
|
(2)
|
Represents repurchased common shares to satisfy employee withholding tax obligations related to stock-based compensation.
|
|
Exhibit No.
|
|
Description
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
101.INS
|
|
This instance document does not appear in the interactive data file because of XBRL tags are embedded within the inline XBRL document.
|
|
101.SCH
|
|
Inline XBRL Extension Schema Document (+)
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document (+)
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document (+)
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document (+)
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document (+)
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
PHYSICIANS REALTY TRUST
|
|
|
|
|
|
|
|
Date: May 8, 2020
|
/s/ John T. Thomas
|
|
|
John T. Thomas
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date: May 8, 2020
|
/s/ Jeffrey N. Theiler
|
|
|
Jeffrey N. Theiler
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
PHYSICIANS REALTY L.P.
By: Physicians Realty Trust, its general partner
|
|
|
|
|
|
|
|
Date: May 8, 2020
|
/s/ John T. Thomas
|
|
|
John T. Thomas
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date: May 8, 2020
|
/s/ Jeffrey N. Theiler
|
|
|
Jeffrey N. Theiler
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
COMPANY:
|
|
|
|
|
|
PHYSICIANS REALTY TRUST
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
PARTICIPANT:
|
|
|
|
|
|
|
|
|
Signature
|
|
Name:
|
|
|
Address:
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Physicians Realty Trust for the three month period ended March 31, 2020;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 8, 2020
|
/s/ John T. Thomas
|
|
|
John T. Thomas
|
|
|
Chief Executive Officer and President
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Physicians Realty Trust for the three month period ended March 31, 2020;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 8, 2020
|
/s/ Jeffrey N. Theiler
|
|
|
Jeffrey N. Theiler
|
|
|
Executive Vice President and Chief Financial Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Physicians Realty L.P. for the three month period ended March 31, 2020;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 8, 2020
|
/s/ John T. Thomas
|
|
|
John T. Thomas
|
|
|
Chief Executive Officer and President of Physicians Realty Trust, the general partner of the registrant
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Physicians Realty L.P. for the three month period ended March 31, 2020;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 8, 2020
|
/s/ Jeffrey N. Theiler
|
|
|
Jeffrey N. Theiler
|
|
|
Executive Vice President and Chief Financial Officer of Physicians Realty Trust, the general partner of the registrant
|
|
a.
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
b.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ John T. Thomas
|
|
|
John T. Thomas
|
|
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
/s/ Jeffrey N. Theiler
|
|
|
Jeffrey N. Theiler
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
a.
|
the Quarterly Report on Form 10-Q of the Operating Partnership for the fiscal quarter ended March 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
b.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
|
/s/ John T. Thomas
|
|
|
John T. Thomas
|
|
|
Chief Executive Officer and President of Physicians Realty Trust, the general partner of the registrant
|
|
|
|
|
|
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/s/ Jeffrey N. Theiler
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Jeffrey N. Theiler
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Executive Vice President and Chief Financial Officer of Physicians Realty Trust, the general partner of the registrant
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