UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-52566
SUMMIT HEALTHCARE REIT, INC. AND SUBSIDIARIES
(Exact name of registrant as specified in its charter)
| MARYLAND | 73-1721791 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
2 SOUTH POINTE DRIVE, SUITE 100, LAKE FOREST, CA | 92630 |
| (Address of principal executive offices) | (Zip Code) |
800-978-8136
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| Emerging growth company | ¨ |
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.¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).¨ Yesx No
As of May 6, 2020, we had 23,027,978 shares of common stock of Summit Healthcare REIT, Inc. outstanding.
EXPLANATORY NOTE
Summit Healthcare REIT, Inc. (the “Company”) is filing this Amendment No. 1 (this “Form 10-Q/A”) to its quarterly report on Form 10-Q for the period ended March 31, 2020 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2020, solely to correct a typographical error in the heading of the Company’s Condensed Consolidated Statements of Operations (Unaudited), set forth in Part I, Item 1 of the Form 10-Q. The dates in the columns of the heading were reversed in the Form 10-Q. The heading has been corrected in the Condensed Consolidated Statements of Operations included with this Form 10-Q/A.
In connection with the filing of this Form 10-Q/A and pursuant to the SEC’s rules, the Company is including with this Form 10-Q/A new certifications by its principal executive officer and principal financial officer.
This Form 10-Q/A should be read in conjunction with the Form 10-Q, which remains in effect as of its date. Except as specifically noted above and herein, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
| 2 |
SUMMIT HEALTHCARE REIT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31, | ||||||||
| 2020 | 2019 | |||||||
| Revenues: | ||||||||
| Total rental revenues | $ | 1,600,000 | 2,079,000 | |||||
| Acquisition and asset management fees | 326,000 | 210,000 | ||||||
| Interest income from notes receivable | 7,000 | 6,000 | ||||||
| Total operating revenue | 1,933,000 | 2,295,000 | ||||||
| Expenses: | ||||||||
| Property operating costs | 257,000 | 294,000 | ||||||
| General and administrative | 939,000 | 1,275,000 | ||||||
| Depreciation and amortization | 417,000 | 499,000 | ||||||
| Total operating expenses | 1,613,000 | 2,068,000 | ||||||
| Other operating income: | ||||||||
| Gain on sale of real estate properties | - | 4,147,000 | ||||||
| Operating income | 320,000 | 4,374,000 | ||||||
| Income from equity-method investees | 30,000 | 130,000 | ||||||
| Other income | 42,000 | 52,000 | ||||||
| Interest expense | (593,000 | ) | (756,000 | ) | ||||
| Net (loss) income | (201,000 | ) | 3,800,000 | |||||
| Noncontrolling interests’ share in net (income) loss | (12,000 | ) | 123,000 | |||||
| Net (loss) income applicable to common stockholders | $ | (213,000 | ) | 3,923,000 | ||||
| Earnings per common share: | ||||||||
| Basic: | ||||||||
| (Loss) income | $ | (0.01 | ) | $ | 0.17 | |||
| Net (loss) income applicable to common stockholders | $ | (0.01 | ) | $ | 0.17 | |||
| Diluted: | ||||||||
| (Loss) income | $ | (0.01 | ) | $ | 0.17 | |||
| Net (loss) income applicable to common stockholders | $ | (0.01 | ) | $ | 0.17 | |||
| Weighted average shares used to calculate earnings per common share: | ||||||||
| Basic | 23,027,978 | 23,027,978 | ||||||
| Diluted | 23,027,978 | 23,513,331 | ||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
| 3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUMMIT HEALTHCARE REIT, INC. | |
| /s/ Kent Eikanas | |
| Date: June 2, 2020 | Kent Eikanas |
| Chief Executive Officer (Principal Executive Officer) | |
| /s/ Elizabeth A. Pagliarini | |
| Date: June 2, 2020 | Elizabeth A. Pagliarini |
| Chief Financial Officer (Principal Financial Officer) |
| 4 |
