Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 19, 2020
 
 PHYSICIANS REALTY TRUST
PHYSICIANS REALTY L.P.
(Exact name of registrant as specified in its charter)
 
Maryland
(Physicians Realty Trust)
 
001-36007
46-2519850
Delaware
(Physicians Realty L.P.)
 
333-205034-01
80-0941870
(State of Organization)
 
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
 
 
309 N. Water Street, Suite 500
 
53202
 
Milwaukee
Wisconsin
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

Registrant’s telephone number, including area code: (414) 367-5600
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:
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
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Physicians Realty Trust Emerging growth company Physicians Realty L.P. Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Physicians Realty Trust o  Physicians Realty L.P. o 





Item 7.01. Regulation FD Disclosure.

On March 19, 2020, Physicians Realty Trust (the "Company") issued a press release announcing the publication of a Supplemental Update presentation in response to the COVID-19 pandemic. This Supplemental Update will be utilized by members of senior management to conduct discussions with investors and analysts about the Company's perspective on the COVID-19 pandemic. Copies of the press release and the Supplemental Update will be available on the Company’s website, www.docreit.com and have been furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statement and Exhibits.

(d)  Exhibits.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
 
Date:
March 19, 2020
 
PHYSICIANS REALTY TRUST
 
 
 
 
 
 
 
 
 
 
By:
/s/ John T. Thomas
 
 
 
John T. Thomas
 
 
 
President and Chief Executive Officer


Date:
March 19, 2020
 
PHYSICIANS REALTY L.P.
 
 
 
by: Physicians Realty Trust, its general partner
 
 
 
 
 
 
By:
/s/ John T. Thomas
 
 
 
John T. Thomas
 
 
 
President and Chief Executive Officer








EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)


Exhibit
Exhibit 99.1


PRESS RELEASE
Contact:
Physicians Realty Trust
John T. Thomas
President and CEO
(214) 549-6611
jtt@docreit.com
Jeffrey N. Theiler
Executive Vice President and CFO
(414) 367-5610
jnt@docreit.com
 

Physicians Realty Trust Provides Supplemental Update Pertaining to COVID-19 Pandemic

Announces Year-To-Date At The Market Equity Issuance of $239.3 million


Milwaukee, WI - March 19, 2020 - Physicians Realty Trust (NYSE:DOC) (the “Company”) has provided a Supplemental Update pertaining to the ongoing COVID-19 pandemic, which can be found on the Company’s homepage and within the Investor Relations portion of the Company’s website at www.docreit.com. The Company’s observations are based on current information and may change as the pandemic evolves.

John T. Thomas, President and Chief Executive Officer of the Company, commented, “While we are proud to declare and pay our 27th consecutive quarterly dividend, our thoughts, hearts, and prayers are with all of our DOC team and families, and the healthcare providers that we are proud to call our partners during this period of national crisis. Just as we have faith in our nation’s healthcare providers as they respond to the ongoing COVID-19 pandemic, we believe in the resiliency of DOC’s medical office portfolio in the presence of unprecedented demand on our healthcare system and market volatility. Our portfolio was built with an emphasis on assets critical to the delivery of essential outpatient care occupied by the world’s largest investment grade and credit worthy health systems. We funded these investments through the conservative use of equity and to a lesser extent long term leverage: a formula that we believe places us at an advantage during this time of uncertainty. Our average remaining lease term is over 7 years and our balance sheet is strong, as noted in the Supplemental Update provided on our website. We anticipated higher acquisition growth in 2020, but in light of current capital market conditions, we are withdrawing our 2020 acquisition guidance for now. We will monitor the needs of our current client and investment opportunities, consistent with our history of prudent allocations of capital.”

“We look forward to detailing our quarterly performance in our earnings release and related conference call, scheduled on May 7, 2020. Until then, we will continue to closely monitor any developments within our portfolio. Our providers and the DOC team remain focused on supporting the needs of our health care system and the patients they serve, all pursuant to the direction of U.S. federal, state and local government directives and the U.S. Center for Disease Control,” Mr. Thomas concluded.

Recent Capital and Investment Activity

Since December 31, 2019 and through March 11, 2020, the Company issued 12,352,700 shares pursuant to its at the market equity distribution program, (“ATM”) at a weighted average price of $19.57 for net proceeds of $239.3 million. During the same period, the Company has completed net investments of $18.4 million, representing the acquisition of two medical office facilities and fundings under previously outstanding construction loans. As noted above, the Company is withdrawing its 2020 acquisition guidance considering current capital market conditions.

As of March 19, 2020, the outstanding balance of the Company’s unsecured revolving credit facility is $180.0 million. The total borrowing capacity of the unsecured revolving credit facility, excluding the accordion feature, is $850.0 million.




About Physicians Realty Trust

Physicians Realty Trust is a self-managed healthcare real estate company organized to acquire, selectively develop, own and manage healthcare properties that are leased to physicians, hospitals and healthcare delivery systems. The Company invests in real estate that is integral to providing high quality healthcare. The Company is a Maryland real estate investment trust and has elected to be taxed as a REIT for U.S. federal income tax purposes. The Company conducts its business through an UPREIT structure in which its properties are owned by the Operating Partnership, directly or through limited partnerships, limited liability companies or other subsidiaries.

Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “will”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward looking statements include any statements regarding the Company’s strategic and operational plans. Forward looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements. These forward looking statements include any statements regarding the Company’s strategic and operational plans. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties are described in greater detail in the Company’s filings with the Commission, including, without limitation, the Company’s annual and periodic reports and other documents filed with the Commission. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Completion of the offering on the terms described, and the application of net proceeds, are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, general economic conditions, market conditions and other factors, including those factors discussed in the preliminary prospectus supplement and accompanying prospectus and in the Company’s annual and periodic reports and other documents filed with the Commission, copies of which are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements after the date of this release.

Source: Physicians Realty Trust



exhibit992covid19supplem
COVID-19 Supplemental Update March 2020


 
This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the possible expansion of the company’s portfolio; the sale of properties; the performance of its operators/tenants and properties; its ability to enter into agreements with new viable tenants for vacant space or for properties that the company takes back from financially troubled tenants, if any; its occupancy rates; its ability to acquire, develop and/or manage properties; the ability to successfully manage the risks associated with international expansion and operations; its ability to make distributions to shareholders; its policies and plans regarding investments, financings and other matters; its tax status as a real estate investment trust; its critical accounting policies; its ability to appropriately balance the use of debt and equity; its ability to access capital markets or other sources of funds; its ability to meet its earnings guidance; and its ability to finance and complete, and the effect of, future acquisitions. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: material differences between actual results and the assumptions, projections and estimates of occupancy rates, rental rates, operating expenses and required capital expenditures; the status of the economy; the status of capital markets, including the availability and cost of capital; issues facing the healthcare industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the healthcare, seniors housing and life science industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; the company’s ability to transition or sell facilities with profitable results; the failure to make new investments as and when anticipated; acts of God affecting the company’s properties; the company’s ability to re-lease space at similar rates as vacancies occur; the failure of closings to occur as and when anticipated, including the receipt of third-party approvals and healthcare licenses without unexpected delays or conditions; the company’s ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; regulatory approval and market acceptance of the products and technologies of life science tenants; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future acquisitions and the integration of multi-property acquisitions; environmental laws affecting the company’s properties; changes in rules or practices governing the company’s financial reporting; the movement of U.S. and foreign currency exchange rates; and legal and operational matters, including real estate investment trust qualification and key management personnel recruitment and retention. Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements. 1


 
Stable Portfolio Built for the Long Term Portfolio Distribution (% GLA) Medical Office Resiliency Long-term triple-net leases with top quality Health System and Physician Specialty Specialist tenants provide highly resilient cash flow Hospital, 2% Medical Office, 96% LTACH, 2% Long Term Stability DOC’s 7.3 year remaining lease term leads the public MOB space, as does the Portfolio’s 58% occupancy by investment grade quality tenants(1) Unmatched Focus on Credit Dedicated credit department provides for robust monitoring of portfolio financial health, with recurring financial statement review of 98 of the Portfolio’s Top 100 tenants by ABR A Portfolio for the Future of Healthcare DOC’s historical emphasis on off-campus outpatient facilities will continue to benefit from accelerating healthcare trends as procedures move to more efficient sites of care Baylor Charles A. Sammons Cancer Center | Dallas, TX On Campus of the Baylor University Medical Center (1) Includes parent ratings where appropriate plus tenancy attributable to Northside Hospital (a non-rated entity) 2


 
Industry Leading Tenant Profile 96% 7.3 Year Leased Portfolio Wtd. Average Lease Term Remaining DOC’s portfolio provides industry leading stability, exceeding closest peers in occupancy and remaining lease term 58% 89% Investment Grade Rated Tenancy(1) Tenant Financial Visibility(2) Lease Expiration Schedule (% Consolidated Portfolio Leased GLA as of December 31, 2019) 30% 26.0% 25% 19.3% 20% Less than 5% of the Company’s Portfolio expires in any year prior to 2024 15% 9.5% 10.0% 10% 7.9% 6.3% 4.3% 4.7% 4.5% 4.4% 5% 3.1% 0% (1) Includes parent ratings where appropriate plus tenancy attributable to Northside Hospital (a non-rated entity) (2) Represents ABR from tenants where the entity’s financial performance is known, 3 either through public filings or reporting requirements embedded in leases


 
Conservative Leverage Profile $239.3mm Debt Maturity Schedule (As of December 31, 2019)(1) Raised YTD on ATM at $19.57 / sh $450 Senior Notes $425 $402 $400 Credit Facility ‘BBB-’ / ‘Baa3’ Mortgages $350 Investment Grade Ratings DOC’s well staggered $300 debt maturity schedule $265 limits refinancing risk, with $250 no meaningful term debt 96.3% due until 2023 Millions $202 $200 Unencumbered NOI as % of Portfolio $150 $100 $1.1 billion $70 Borrowing Capacity of Unsecured $50 $45 $24 $25 $25 Credit Agreement $7 $- $- $- $- 5.4x Consolidated Net Debt to Adjusted EBITDAre(1) Company statistics reflect consolidated DOC portfolio as of December 31, 2019 (1) Pro-forma for the Company’s $180mm line of credit balance as of March 19, 2020. Adjusted EBITDAre is a non-GAAP measure. Refer to slide 5 for a reconciliation of Net 4 Income to Adjusted EBITDAre


 
Reconciliation of Non-GAAP Measures Calculation of Pro-Forma Consolidated Net Debt December 31, 2019 This presentation includes disclosure of Adjusted EBITDAre, which is a non-GAAP financial measure. Consolidated Debt $ 1,647,478 We define Adjusted EBITDAre as EBITDAre, computed in accordance with standards established Less: Cash and Cash Equivalents (2,355) by the National Association of Real Estate Investment Trusts (“Nareit”), plus non-cash compensation, other Net Consolidated Debt $ 1,645,123 non-recurring items, and the pro forma impact of Less: Reductions to Outstanding Line of Credit Balance investment activity. We consider Adjusted EBITDAre (159,000) ($180mm as of March 19, 2020 vs $339mm as of December 31, 2019) an important measure because it provides additional information to allow management, investors, and our Pro-Forma Consolidated Net Debt $ 1,486,123 current and potential creditors to evaluate and compare our core operating results and our ability to service debt. Calculation of Pro-Forma Consolidated Net Debt to Three Months Ended Consolidated Adjusted EBITDAre December 31, 2019 For purposes of the Securities and Exchange Commission’s (“SEC”) Regulation G, a non-GAAP Net Income $ 42,751 financial measure is a numerical measure of a Depreciation and Amortization Expense 37,088 company’s historical or future financial performance, financial position or cash flows that excludes Interest Expense 16,515 amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the Gain on the Sale of Investment Properties (27,867) most directly comparable financial measure calculated Proportionate Share of Unconsolidated JV Adjustments 1,048 and presented in accordance with GAAP in the statements of operations, balance sheets or EBTDAre $ 69,535 statements of cash flows (or equivalent statements) of the company, or includes amounts, or is subject to Non-Cash Share Compensation Expense 2,254 adjustments that have the effect of including amounts, Net Non-Cash Changes in Fair Value (36) that are excluded from the most directly comparable financial measure so calculated and presented. Pro-Forma Adjustments for Investment Activity (626) As used in this presentation, GAAP refers to generally Adjusted EBITDAre $ 71,127 accepted accounting principles in the United States of Amounts Attributable to Unconsolidated JVs (2,355) America. Our use of the non-GAAP financial measure terms herein may not be comparable to that of other Consolidated Adjusted EBITDAre $ 68,772 real estate investment trusts. Pursuant to the requirements of Regulation G, we have provided Annualized $ 275,088 reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Pro-Forma Consolidated Net Debt / Annualized Consolidated Adjusted EBITDAre 5.4x 5


 


 
v3.20.1
Cover Statement
Mar. 19, 2020
Entity Information [Line Items]  
Amendment Flag false
Title of 12(b) Security Common stock, $0.01 par value per share
Entity Incorporation, State or Country Code MD
Entity File Number 001-36007
Document Type 8-K
Document Period End Date Mar. 19, 2020
Entity Registrant Name PHYSICIANS REALTY TRUST
Entity Tax Identification Number 46-2519850
Entity Address, Address Line One 309 N. Water Street, Suite 500
Entity Address, City or Town Milwaukee
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53202
City Area Code 414
Local Phone Number 367-5600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol DOC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001574540
Physicians Realty L P [Member]  
Entity Information [Line Items]  
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 333-205034-01
Entity Registrant Name PHYSICIANS REALTY L.P.
Entity Tax Identification Number 80-0941870
Entity Central Index Key 0001583994