Current Report Filing (8-k)
November 05 2019 - 04:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): November 5, 2019 (November
5, 2019)
COMMUNITY
HEALTHCARE TRUST INCORPORATED
(Exact Name of
Registrant as Specified in Charter)
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MARYLAND
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001-37401
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46-5212033
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification
No.)
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3326 Aspen
Grove Drive, Suite 150, Franklin, Tennessee 37067
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(Address of principal
executive offices) (Zip Code)
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(615)
771-3052
(Registrant's
telephone number, including area code)
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 (see
General
Instruction A.2. below):
¨
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:
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Title
of each Class
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Trading
Symbol
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Name
of each exchange on which registered
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Common stock, $0.01 par value
per share
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CHCT
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New York Stock
Exchange
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth
company x
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. x
Item
8.01 Other
Events
Community
Healthcare Trust Incorporated (the "Company") is presenting Rule
3-14 financial statements for Kindred Rehabilitation Hospital and
Smokey Point Behavioral Center in accordance with the requirements
of Rule 3-14 of Regulation S-X.
On February 22,
2019, the Company, through a subsidiary of its operating
partnership, Community Healthcare OP, LP, acquired from LS Humble
Lessor Corporation, Kindred Rehabilitation Hospital, a 55,646
square foot inpatient rehabilitation hospital in Humble, Texas, for
a purchase price of approximately $28.5 million.
On August 6,
2019, the Company, through a subsidiary of its operating
partnership, Community Healthcare OP, LP, acquired from Vest
Seattle Realty, LLC, Smokey Point Behavioral Center, a 70,100
square foot behavioral hospital in Marysville, Washington, for a
purchase price of approximately $27.5 million.
Item
9.01 Financial
Statements and Exhibits
(a)
Financial Statements of Properties Acquired.
The following
Historical Statements of Revenues and Certain Direct Operating
Expenses are set forth in Exhibits 99.1 and 99.2 which are attached
hereto and incorporated by reference.
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Exhibit
99.1
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Financial
Statements of Property Acquired - Kindred Rehabilitation
Hospital
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Independent Auditor's
Report
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Historical Statement of
Revenues and Certain Direct Operating Expenses for the Year Ended
December 31, 2018
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Notes to the Historical
Statement of Revenues and Certain Direct Operating
Expenses
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Exhibit
99.2
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Financial
Statements of Property Acquired - Smokey Point Behavioral
Center
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Independent Auditor's
Report
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Historical Statements of
Revenues and Certain Direct Operating Expenses for the Six Months
Ended June 30, 2019 (unaudited) and the Year Ended December 31,
2018
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Notes to the Historical
Statement of Revenues and Certain Direct Operating
Expenses
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b) Pro Forma
Financial Information.
The following pro
forma financial statements and related notes are set forth in
Exhibit 99.3 which are attached hereto and incorporated by
reference.
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Exhibit
99.3
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Pro Forma
Financial Information
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Unaudited Pro Forma
Consolidated Statement of Operations for the Nine Months Ended
September 30, 2019
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Unaudited Pro Forma
Consoldiated Statement of Operations for the Year Ended December
31, 2018
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Notes to the Unaudited Pro
Forma Consolidated Statement of Operations
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(c) Not
applicable.
(d)
Exhibits.
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Exhibit
Number
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Description
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23.1
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99.1
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99.2
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99.3
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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COMMUNITY HEALTHCARE TRUST
INCORPORATED
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By:
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/s/
David H. Dupuy
David H. Dupuy
Executive Vice President
and
Chief Financial
Officer
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Date: November 5,
2019
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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23.1
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99.1
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99.2
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99.3
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