Attached files
| file | filename |
|---|---|
| 8-K/A - 8-K/A - Physicians Realty Trust | a13-23735_38ka.htm |
| EX-23.1 - EX-23.1 - Physicians Realty Trust | a13-23735_3ex23d1.htm |
| EX-99.1 - EX-99.1 - Physicians Realty Trust | a13-23735_3ex99d1.htm |
Exhibit 99.2
Pro Forma Condensed Consolidated Balance Sheet
June 30, 2013
(Unaudited)
(In thousands, expect share and per share data)
|
|
|
Pro Forma |
|
Previously |
|
Previously |
|
Previously |
|
Acquisition of |
|
Pro Forma |
| ||||||
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Real estate investments |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Income producing property |
|
$ |
90,085 |
|
$ |
11,689 |
|
$ |
34,208 |
|
$ |
28,127 |
|
$ |
12,724 |
(1) |
$ |
176,833 |
|
|
Tenant improvements |
|
5,192 |
|
— |
|
— |
|
— |
|
— |
|
5,192 |
| ||||||
|
Property under development |
|
675 |
|
— |
|
— |
|
— |
|
— |
|
675 |
| ||||||
|
Land |
|
15,464 |
|
3,370 |
|
— |
|
3,780 |
|
1,300 |
|
23,914 |
| ||||||
|
|
|
111,416 |
|
15,059 |
|
34,208 |
|
31,907 |
|
14,024 |
|
206,614 |
| ||||||
|
Accumulated Depreciation |
|
(18,043 |
) |
— |
|
— |
|
— |
|
— |
|
(18,043 |
) | ||||||
|
Total investment properties, net |
|
93,373 |
|
15,059 |
|
34,208 |
|
31,907 |
|
14,024 |
|
188,571 |
| ||||||
|
Cash and Cash Equivalents |
|
88,324 |
|
(18,200 |
) |
(6,700 |
) |
(40,645 |
) |
(15,548 |
)(2) |
7,231 |
| ||||||
|
Accounts Receivable (Net of allowance for doubtful accounts of $132 as of June 30, 2013) |
|
557 |
|
— |
|
— |
|
— |
|
— |
|
557 |
| ||||||
|
Deferred Costs |
|
1,550 |
|
— |
|
— |
|
— |
|
— |
|
1,550 |
| ||||||
|
Lease Intangible Assets, net |
|
4,881 |
|
3,141 |
|
3,292 |
|
8,093 |
|
1,576 |
(1) |
20,983 |
| ||||||
|
Other Assets |
|
3,276 |
|
— |
|
— |
|
1,000 |
|
— |
|
4,276 |
| ||||||
|
Total Assets |
|
$ |
191,961 |
|
$ |
— |
|
$ |
30,800 |
|
$ |
355 |
|
$ |
52 |
|
$ |
223,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Accounts payable |
|
458 |
|
— |
|
— |
|
— |
|
— |
|
458 |
| ||||||
|
Accrued expenses and other liabilities |
|
1,272 |
|
— |
|
— |
|
400 |
|
178 |
(3) |
1,850 |
| ||||||
|
Derivative liability |
|
453 |
|
— |
|
— |
|
— |
|
— |
|
453 |
| ||||||
|
Debt |
|
46,902 |
|
— |
|
19,850 |
|
— |
|
— |
|
66,752 |
| ||||||
|
Total liabilities |
|
49,085 |
|
— |
|
19,850 |
|
400 |
|
178 |
|
69,513 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Shareholder’s equity |
|
125,132 |
|
— |
|
(585 |
) |
(45 |
) |
(126 |
)(4) |
124,376 |
| ||||||
|
Noncontrolling interest |
|
18,254 |
|
— |
|
11,535 |
|
— |
|
— |
|
29,789 |
| ||||||
|
Noncontrolling interest in Predecessor |
|
(510 |
) |
— |
|
— |
|
— |
|
— |
|
(510 |
) | ||||||
|
Total Equity |
|
142,876 |
|
— |
|
10,950 |
|
(45 |
) |
(126 |
) |
153,655 |
| ||||||
|
Total Liabilities and Equity |
|
$ |
191,961 |
|
$ |
— |
|
$ |
30,800 |
|
$ |
355 |
|
$ |
52 |
|
$ |
223,168 |
|
See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet.
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
The Unaudited Pro Forma Condensed Consolidated Balance Sheet of Physicians Realty Trust (the “Company”) as of June 30, 2013 reflects the acquisition of the property known as the Oklahoma City Property, an approximately 52,000 square foot outpatient care building located in Oklahoma City, Oklahoma, as if the purchase had occurred on June 30, 2013 and our previously reported acquisitions of 6800 Preston Road, Crescent City Property and East El Paso Property, reported on Form 8-K on September 18, 2013, August 30, 2013 and October 1, 2013, respectively, and Form 8-K/A on October 30, 2013, November 1, 2013 and November 12, 2013, and November 12, 2013, respectively. The pro forma balance sheet of the Company prior to the acquisitions of the Oklahoma City Property, 6800 Preston Road, Crescent City Property and East El Paso Property, has been derived from the unaudited pro forma consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q as filed on August 30, 2013. This pro forma balance sheet reflects completion of the Company’s initial public offering and related formation transactions.
Information regarding the Company’s historical operations, organizational structure, initial public offering and formation transactions is provided in more detail in the Company’s final prospectus dated July 18, 2013 filed pursuant to Rule 424 (b) under the Securities Act of 1933.
Notes and Management Assumptions
|
1. |
|
The acquisition of the Oklahoma City Property was accounted for using preliminary estimates of the fair value of the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition and are therefore subject to change. The fair value of the real estate acquired was determined on an “as if vacant” basis and the cost of the property was allocated between income producing property and in-place leases. |
|
2. |
|
Represents adjustment to reflect cash used to acquire the Oklahoma City Property. |
|
3. |
|
Represents the tenant’s security deposit and prepaid rent. |
|
4. |
|
Represents acquisition costs incurred and paid upon closing the transaction. |
Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2013
(Unaudited)
(In thousands, expect share and per share data)
|
|
|
Pro Forma |
|
Previously |
|
Previously |
|
Previously |
|
Acquisition of |
|
Pro Forma |
| ||||||
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Rental income |
|
$ |
5,032 |
|
$ |
817 |
|
$ |
1,048 |
|
$ |
— |
|
$ |
597 |
|
$ |
7,494 |
|
|
Expense recoveries |
|
1,601 |
|
156 |
|
90 |
|
— |
|
142 |
|
1,989 |
| ||||||
|
Other income |
|
5 |
|
— |
|
— |
|
— |
|
— |
|
5 |
| ||||||
|
Total Revenue |
|
6,638 |
|
973 |
|
1,138 |
|
— |
|
739 |
|
9,488 |
| ||||||
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
General and administrative |
|
1,421 |
|
— |
|
— |
|
— |
|
— |
|
1,421 |
| ||||||
|
Operating expenses |
|
2,524 |
|
156 |
|
90 |
|
— |
|
163 |
|
2,933 |
| ||||||
|
Depreciation and Amortization |
|
2,014 |
|
403 |
|
467 |
|
724 |
|
227 |
(1) |
3,835 |
| ||||||
|
Acquisition costs |
|
— |
|
— |
|
585 |
|
45 |
|
126 |
(2) |
756 |
| ||||||
|
Total Expenses |
|
5,959 |
|
559 |
|
1,142 |
|
769 |
|
516 |
|
8,945 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Operating income /(loss) |
|
679 |
|
414 |
|
(4 |
) |
(769 |
) |
223 |
|
543 |
| ||||||
|
Interest expense, net |
|
1,251 |
|
— |
|
298 |
|
— |
|
— |
|
1,549 |
| ||||||
|
Change in Fair Value of Derivative Liability, Net |
|
(190 |
) |
— |
|
— |
|
— |
|
— |
|
(190 |
) | ||||||
|
Net (loss)/income |
|
(382 |
) |
414 |
|
(302 |
) |
(769 |
) |
223 |
|
(816 |
) | ||||||
|
Less: Net (income)/loss attributable to noncontrolling interests |
|
(132 |
) |
(77 |
) |
71 |
|
181 |
|
(53 |
)(3) |
(9 |
) | ||||||
|
Net income/(loss) attributable to shareholders |
|
$ |
(514 |
) |
$ |
337 |
|
$ |
(231 |
) |
$ |
(588 |
) |
$ |
170 |
|
$ |
(825 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
$ |
(0.07 |
) | ||||
|
Diluted |
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
|
$ |
(0.07 |
) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
11,753,597 |
|
|
|
|
|
|
|
|
|
11,753,597 |
| ||||||
|
Diluted |
|
14,747,597 |
|
|
|
954,877 |
|
|
|
|
|
15,702,474 |
| ||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations.
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2012
(Unaudited)
(In thousands, expect share and per share data)
|
|
|
Pro Forma |
|
Previously |
|
Previously |
|
Previously |
|
Acquisition of |
|
Pro Forma |
| ||||||
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Rental income |
|
$ |
9,821 |
|
$ |
1,093 |
|
$ |
2,104 |
|
$ |
— |
|
$ |
1,185 |
|
$ |
14,203 |
|
|
Expense recoveries |
|
3,111 |
|
302 |
|
180 |
|
— |
|
240 |
|
3,833 |
| ||||||
|
Other income |
|
15 |
|
— |
|
— |
|
— |
|
— |
|
15 |
| ||||||
|
Total Revenue |
|
12,947 |
|
1,395 |
|
2,284 |
|
— |
|
1,425 |
|
18,051 |
| ||||||
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
General and administrative |
|
2,760 |
|
— |
|
— |
|
— |
|
— |
|
2,760 |
| ||||||
|
Operating expenses |
|
4,758 |
|
302 |
|
180 |
|
— |
|
382 |
|
5,622 |
| ||||||
|
Depreciation and Amortization |
|
4,051 |
|
806 |
|
934 |
|
1,448 |
|
454 |
(1) |
7,693 |
| ||||||
|
Impairment loss |
|
936 |
|
— |
|
— |
|
— |
|
— |
|
936 |
| ||||||
|
Acquisition costs |
|
— |
|
— |
|
585 |
|
45 |
|
126 |
(2) |
756 |
| ||||||
|
Total Expenses |
|
12,505 |
|
1,108 |
|
1,699 |
|
1,493 |
|
962 |
|
17,767 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Operating income /(loss) |
|
442 |
|
287 |
|
585 |
|
(1,493 |
) |
463 |
|
284 |
| ||||||
|
Interest expense, net |
|
2,684 |
|
— |
|
596 |
|
— |
|
— |
|
3,280 |
| ||||||
|
Change in Fair Value of Derivative Liability, Net |
|
(122 |
) |
— |
|
— |
|
— |
|
— |
|
(122 |
) | ||||||
|
Net (loss)/income |
|
(2,120 |
) |
287 |
|
(11 |
) |
(1,493 |
) |
463 |
|
(2,874 |
) | ||||||
|
Less: Net (income)/loss attributable to noncontrolling interests |
|
(169 |
) |
(53 |
) |
3 |
|
352 |
|
(109 |
)(3) |
23 |
| ||||||
|
Net income/(loss) attributable to shareholders |
|
$ |
(2,289 |
) |
$ |
234 |
|
$ |
(8 |
) |
$ |
(1,141 |
) |
$ |
354 |
|
$ |
(2,851 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Net loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
$ |
(0.22 |
) |
|
|
|
|
|
|
|
|
$ |
(0.27 |
) | ||||
|
Diluted |
|
$ |
(0.22 |
) |
|
|
|
|
|
|
|
|
$ |
(0.27 |
) | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
10,434,782 |
|
|
|
|
|
|
|
|
|
10,434,782 |
| ||||||
|
Diluted |
|
13,428,782 |
|
|
|
954,877 |
|
|
|
|
|
14,383,659 |
| ||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations.
Basis of Presentation
The unaudited Pro Forma Consolidated Statements of Operations of Physicians Realty Trust (“the Company”) for the six months ended June 30, 2013 and the year ended December 31, 2012, reflect the acquisition of the property known as the Oklahoma City Property, an approximately 52,000 square foot outpatient care building located in Oklahoma City, Oklahoma, and our previously reported acquisitions of 6800 Preston Road, Crescent City Property, and East El Paso Property reported on Form 8-K on September 18, 2013, August 30, 2013 and October 1, 2013, respectively, and Form 8-K/A on October 30, 2013, November 1, 2013 and November 12, 2013, and November 12, 2013, respectively, as if the acquisitions had occurred on January 1, 2012 for the year ended December 31, 2012 and on January 1, 2013 for the six months ended June 30, 2013. The pro forma statement of operations of the Company prior to the acquisitions of the Oklahoma City Property, 6800 Preston Road, Crescent City Property and East El Paso Property, for the six months ended June 30, 2013 has been derived from the unaudited pro forma consolidated income statement included in the Company’s Quarterly Report on Form 10-Q as filed on August 30, 2013. The pro forma statement of operations of the Company, prior to the acquisitions of the Oklahoma City Property, 6800 Preston Road, Crescent City Property and East El Paso Property, for the year ended December 31, 2012 has been derived from the unaudited pro forma consolidated income statement included in the Company’s Form S-11 Registration Statement dated July 18, 2013. These pro forma statements of operations reflect completion of the Company’s initial public offering and its formation transactions.
Information regarding the Company’s historical operations, organizational structure, initial public offering and formation transactions. is provided in more detail in the Company’s final prospectus, dated July, 18, 2013, filed pursuant to Rule 424 (b) under the Securities Act of 1933.
Notes and Management Assumptions
|
1. |
|
Reflects depreciation expense over a 43 year period based on the fair value allocated to the income producing property and amortization of the intangible asset relating to the acquired in-place lease over the remaining life of the lease. |
|
2. |
|
Represents acquisition costs incurred and paid upon the closing of the transaction. |
|
3. |
|
Represents adjustment to deduct noncontrolling interest income from net loss to arrive at net loss available to common shareholders. |