Community Healthcare Trust Inc
For the period ended Dec 31, 2023. Filed Feb 13, 2024.
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FY2023 · Filed Feb 13, 2024
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Item 15. Exhibit and Financial Statement Schedules
The following documents of Community Healthcare Trust Incorporated are included in this Annual Report on Form 10-K.
| (a) Financial Statements: | |
|---|---|
| Report of Independent Registered Public Accounting Firm (BDO USA, P.C., Nashville, TN, PCAOB ID#243) | |
| Consolidated Balance Sheets at December 31, 2023 and 2022 | |
| Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 | |
| Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | |
| Notes to the Consolidated Financial Statements | |
| (b) Financial Statement Schedules: | |
| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021 | 113 |
| Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2023 | 114 |
All other schedules are omitted because they are either not applicable, not required or because the information is included in the Consolidated Financial Statements or notes included in this Annual Report on Form 10-K.
(c) Exhibits
| ExhibitNumber | Description |
| 1.1 | Underwriting Agreement, dated as of July 20, 2017, among the Company, Community Healthcare OP, LP, Sandler O'Neill & Partners, L.P., Evercore Group L.L.C., SunTrust Robinson Humphrey, Inc. and each of the Underwriters party thereto (1) |
| 3.1 | Corporate Charter of Community Healthcare Trust Incorporated, as amended (2) |
| 3.2 | Amended and Restated Corporate Bylaws of Community Healthcare Trust Incorporated (3) |
| 4.1 | Description of Common Stock of Community Healthcare Trust Incorporated (4) |
| 4.2 | Form of Certificate of Common Stock of Community Healthcare Trust Incorporated (5) |
| 10.1 | Agreement of Limited Partnership of Community Healthcare OP, LP (6) |
| 10.2 | Form of Indemnification Agreement (7) |
| 10.3 † | Community Healthcare Trust Incorporated 2014 Incentive Plan, as amended (8) |
| 10.4 † | Second Amended and Restated Community Healthcare Trust Incorporated Alignment of Interest Program (9) |
| 10.5 † | Third Amended and Restated Community Healthcare Trust Incorporated Alignment of Interest Program (10) |
| 10.6 † | Second Amended and Restated Community Healthcare Trust Incorporated Executive Officer Incentive Program (11) |
| 10.7 † | Third Amended and Restated Community Healthcare Trust Incorporated Executive Officer Incentive Program (12) |
| 10.8 † | Community Healthcare Trust Incorporated Amended and Restated Non-Executive Officer Incentive Program (13) |
| 10.9 † | Amended and Restated Employment Agreement between Community Healthcare Trust Incorporated and David H. Dupuy (14) |
| 10.10 † | First Amendment to Amended and Restated Employment Agreement between Community Healthcare Trust Incorporated and David H. Dupuy (15) |
| 10.11 † | Employment Agreement between Community Healthcare Trust Incorporated and William G. Monroe IV (16) |
| 10.12 † | First Amendment to Employment Agreement between Community Healthcare Trust Incorporated and William G. Monroe IV (17) |
| 10.13 † | Amended and Restated Employment Agreement, dated May 1, 2019, between Community Healthcare Trust Incorporated and Leigh Ann Stach (18) |
| 10.14 † | First Amendment to Amended and Restated Employment Agreement between Community Healthcare Trust Incorporated and Leigh Ann Stach (19) |
| 10.15 † | Second Amendment to Amended and Restated Employment Agreement between Community Healthcare Trust Incorporated and Leigh Ann Stach (20) |
| 10.16 † | Third Amendment to Amended and Restated Employment Agreement between Community Healthcare Trust Incorporated and Leigh Ann Stach (21) |
| 10.17 † | Fourth Amendment to Amended and Restated Employment Agreement between Community Healthcare Trust Incorporated and Leigh Ann Stach (22) |
| 10.18 † | Fifth Amendment to Amended and Restated Employment Agreement between Community Healthcare Trust Incorporated and Leigh Ann Stach (23) |
| 10.19 † | Employment Agreement between Community Healthcare Trust Incorporated and Timothy L. Meyer (24) |
| 10.20 † | First Amendment to Employment Agreement between Community Healthcare Trust Incorporated and Timothy L. Meyer (25) |
| 10.21 † | Second Amendment to Employment Agreement between Community Healthcare Trust Incorporated and Timothy L. Meyer (26) |
| 10.22 † | Third Amendment to Employment Agreement between Community Healthcare Trust Incorporated and Timothy L. Meyer (27) |
| 10.23 † | Form of Restricted Stock Agreement (28) |
| 10.24 † | Form of Performance-Based Restricted Stock Unit Agreement (29) |
| 10.25 † | Form of Time-Based Restricted Stock Unit Agreement (30) |
| 10.26 † | Form of Officer Compensation Reduction Election Form (31) |
| 10.27 † | Form of Director Compensation Reduction Election Form (32) |
| 10.28 | Third Amended and Restated Credit Agreement, dated as of March 19, 2021, by and among Community Healthcare Trust Incorporated, as borrower, the several banks and financial institutions party thereto as lenders, and Truist Bank, as administrative agent (33) |
| 10.29 | First Amendment, dated as of December 14, 2022, to Third Amended and Restated Credit Agreement, dated as of March 19, 2021, by and among Community Healthcare Trust Incorporated, as borrower, the several banks and financial institutions party thereto as lenders, and Truist Bank, as administrative agent (34) |
| 10.30 | Second Amended and Restated Sales Agency Agreement, dated November 2, 2022, by and among Community Healthcare Trust Incorporated and Piper Sandler & Co., Evercore Group L.L.C., Truist Securities, Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated, Fifth Third Securities, Inc., and Janney Montgomery Scott LLC, as sales agents (35) |
| 21 * | Subsidiaries of the Registrant |
| 23 * | Consent of BDO USA, P.C., independent registered public accounting firm |
| 31.1 * | Certification of the Chief Executive Officer of Community Healthcare Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 * | Certification of the Chief Financial Officer of Community Healthcare Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 ** | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 * | Policy for the Recovery of Erroneously Awarded Compensation |
| 101.INS * | Inline XBRL Instance Document |
| 101.SCH * | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL * | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB * | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.DEF * | Inline XBRL Taxonomy Extension Definition 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) |
(1)Filed as Exhibit 1.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 26, 2017 (File No. 001-37401) and incorporated herein by reference.
(2)Filed as Exhibit 3.1 to Amendment No. 2 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on May 6, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(3)Filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 3, 2020 (Registration No. 333-203210) and incorporated herein by reference.
(4)Included under the heading "Description of Capital Stock" in the prospectus forming part of the Company's Registration Statement on Form S-11 of the Company, initially filed with the Securities and Exchange Commission on April 2, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(5)Filed as Exhibit 4.1 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 2, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(6)Filed as Exhibit 10.1 to Amendment No. 1 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 28, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(7)Filed as Exhibit 10.2 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 2, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(8)The 2014 Incentive Plan filed as Exhibit 10.3 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 2, 2015 (Registration No. 333-203210), and, as to Amendment No. 1 to the 2014 Incentive Plan, as Exhibit 10.12 to Amendment No. 2 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on May 6, 2015 (Registration No. 333-203210), and, as to Amendment No. 2 to the 2014 Incentive Plan, as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 17, 2017, and, as to the Amendment No. 3 to the 2014 Incentive Plan, as Exhibit 10.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on July 17, 2017, and, as to Amendment No. 4 to the 2014 Incentive Plan, as Exhibit 10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2024, each of which is incorporated herein by reference.
(9)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on May 5, 2022 (File No. 001-37401) and incorporated herein by reference.
(10)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2024 (File No. 001-37401) and incorporated herein by reference.
(11)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on February 16, 2021 (File No. 001-37401) and incorporated herein by reference.
(12)Filed as Exhibit 10.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2024 (File No. 001-37401) and incorporated herein by reference.
(13)Filed as Exhibit 10.6 to the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission on February 25, 2020 (File No. 001-37401) and incorporated herein by reference.
(14)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on April 10, 2023 (File No. 001-37401) and incorporated herein by reference.
(15)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 3, 2024 (File No. 001-37401) and incorporated herein by reference.
(16)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on May 17, 2023 (File No. 001-37401) and incorporated herein by reference.
(17)Filed as Exhibit 10.2 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 3, 2024 (File No. 001-37401) and incorporated herein by reference.
(18)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on May 3, 2019 (File No. 001-37401) and incorporated herein by reference.
(19)Filed as Exhibit 10.4 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 3, 2020 (File No. 001-37401) and incorporated herein by reference.
(20)Filed as Exhibit 10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2021 (File No. 001-37401) and incorporated herein by reference.
(21)Filed as Exhibit 10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2022 (File No. 001-37401) and incorporated herein by reference.
(22)Filed as Exhibit 10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2023 (File No. 001-37401) and incorporated herein by reference.
(23)Filed as Exhibit 10.3 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 3, 2024 (File No. 001-37401) and incorporated herein by reference.
(24)Filed as Exhibit 10.1 to the Quarter Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 2, 2021 (File No. 001-37401) and incorporated herein by reference.
(25)Filed as Exhibit 10.4 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2022 (File No. 001-37401) and incorporated herein by reference.
(26)Filed as Exhibit 10.4 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2023 (File No. 001-37401) and incorporated herein by reference.
(27)Filed as Exhibit 10.4 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 3, 2024 (File No. 001-37401) and incorporated herein by reference.
(28)Filed as Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 28, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(29)Filed as Exhibit 10.4 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2024 (File No. 001-37401) and incorporated herein by reference.
(30)Filed as Exhibit 10.5 to the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2024 (File No. 001-37401) and incorporated herein by reference.
(31)Filed as Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 28, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(32)Filed as Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 28, 2015 (Registration No. 333-203210) and incorporated herein by reference.
(33)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on March 19, 2021 (File No. 001-37401) and incorporated herein by reference.
(34)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on December 15, 2022 (File No. 001-37401) and incorporated herein by reference.
(35)Filed as Exhibit 10.1 to the Form 8-K of the Company filed with the Securities and Exchange Commission on November 2, 2022 (File No. 001-37401) and incorporated herein by reference.
- Filed herewith.
** Furnished herewith.
† Denotes executive compensation plan or arrangement.
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