Attached files
file | filename |
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EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - TIPTREE INC. | d362597dex232.htm |
EX-23.3 - CONSENT OF INDEPENDENT AUDITORS - TIPTREE INC. | d362597dex233.htm |
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - TIPTREE INC. | d362597dex321.htm |
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - TIPTREE INC. | d362597dex311.htm |
EX-99.1 - AUDITED CONSOLIDATED FINANCIAL STATEMENTS - TIPTREE INC. | d362597dex991.htm |
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - TIPTREE INC. | d362597dex312.htm |
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - TIPTREE INC. | d362597dex322.htm |
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - TIPTREE INC. | d362597dex231.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2011
¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number: 000-54474
Care Investment Trust Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 38-3754322 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
780 Third Avenue, 21st Floor, New York, New York | 10017 | |
(Address of Principal Executive Offices) | (Zip Code) |
(212) 446-1410
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No ¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. Yes ¨ No x
(Explanatory Note: The registrant is a voluntary filer and is not subject to the filing requirements of the Securities Exchange Act of 1934. Although not subject to these filing requirements, Care Investment Trust Inc. has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months.)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of June 30, 2011, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the registrants voting and non-voting common equity held by non-affiliates of the registrant was $5,627,915, based upon the closing sales price of $7.15 per share as reported in the over-the-counter market. For purposes of this calculation all of the registrants directors and executive officers were deemed to be affiliates of the registrant.
As of June 21, 2012, the latest practicable date, there were 10,225,551 shares, par value $0.001, of the registrants common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Table of Contents
Annual Report on Form 10-K/A
Year Ended December 31, 2011
2 | ||||||
ITEM 15. |
Exhibits, Financial Statement Schedules | 2 | ||||
Table of Contents
EXPLANATORY NOTE
Care Investment Trust Inc. (the Company) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2011, which was originally filed with the U.S. Securities and Exchange Commission (the SEC) on April 5, 2012, (the Original Report) to include the consolidated financial statements of Bickford Master I, LLC (the Master Lessee), the tenant of our Bickford portfolio. Since the Bickford portfolio constitutes a significant portion of our total assets, the Master Lessee is considered a significant lessee and, as a result, we are required to include its audited financial statements in our Form 10-K, which financial statements were not available at time of filing of the Original Report. The audited financial statements of Master Lessee for the years ended December 31, 2011 and 2010 are attached to this report as Exhibit 99.1. These financial statements were provided to us by the Master Lessee and the Company did not participate in their preparation or review.
This Amendment No. 1 to the Original Report is being filed solely to include: (1) the audited consolidated financial statements of the Master Lessee filed as Exhibit 99.1; (2) the consents from the Independent Registered Public Accounting Firms and Independent Auditors filed as Exhibits 23.1, 23.2 and 23.3; (3) the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed as Exhibits 31.1 and 31.2; and (4) the certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed as Exhibits 32.1 and 32.2.
Part IV, Item 15 is the only portion of the Original Report being supplemented or amended by this Amendment No. 1 to the Original Report. Except as described above, this Amendment No. 1 to the Original Report does not amend, update or change the financial statements or any other items or disclosures contained in the Original Report and does not otherwise reflect events occurring after the original filing date of the Original Report. Accordingly, this Amendment No. 1 to the Original Report should be read in conjunction with the Original Report and the Companys filings with the SEC subsequent to the filing of the Original Report.
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ITEM 15 | Exhibits, Financial Statement Schedules. |
(a) | List of Documents Filed. |
1. | Financial Statements |
All financial statements are set forth under ITEM 8 of the Original Report and are incorporated herein by reference.
2. | Financial Statement Schedules |
None.
Schedules that are not listed herein have been omitted because they are not required, are not applicable or the information required to be set forth therein is included in the Financial Statements or notes thereto.
3. | Exhibits |
The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index which is attached hereto and incorporated by reference herein.
(b) | Exhibits. |
The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index which is attached hereto and incorporated herein by reference.
(c) | Financial Statements and Financial Statement Schedules. |
See Item 15(a)(2) above.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Care Investment Trust Inc. | ||||||
Date: June 22, 2012 | By: | /s/ Salvatore (Torey) V. Riso, Jr. | ||||
Salvatore (Torey) V. Riso, Jr. | ||||||
President and Chief Executive Officer |
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Exhibit No. |
Description | |
3.1 | Third Articles of Amendment and Restatement of the Registrant (previously filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on September 3, 2010 and herein incorporated by reference). | |
3.2 | Third Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on November 8, 2010 and herein incorporated by reference). | |
4.1 | Form of Certificate for Common Stock (previously filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-11, as amended (File No. 333-141634), filed on June 7, 2007 and herein incorporated by reference). | |
10.1 | Warrant to Purchase Common Stock, dated as of September 30, 2008 (previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on October 2, 2008 and herein incorporated by reference). | |
10.2 | Multifamily Note, dated as of June 26, 2008 (previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on July 2, 2008 and herein incorporated by reference). | |
10.3 | Exceptions to Non-Recourse Guaranty, dated as of June 26, 2008 (previously filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on July 2, 2008 and herein incorporated by reference). | |
10.4 | Master Lease Agreement, dated as of June 26, 2008 (previously filed as Exhibit 10.4 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on July 2, 2008 and herein incorporated by reference). | |
10.5 | Purchase and Sale Contract, dated as of May 14, 2008 (previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on May 20, 2008 and herein incorporated by reference). | |
10.6 | Form of Restricted Stock Unit Agreement Under the 2007 Care Investment Trust Inc. Equity Plan (previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on April 14, 2008 and herein incorporated by reference).** | |
10.7 | Contribution and Purchase Agreement, dated as of December 31, 2007 (previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on January 4, 2008 and herein incorporated by reference). | |
10.8 | Care Investment Trust Inc. Equity Plan (previously filed as Exhibit 10.4 to the Registrants Quarterly Report on Form 10-Q (File No. 001-33549), filed on August 14, 2007 and herein incorporated by reference).** | |
10.9 | Care Investment Trust Inc. Manager Equity Plan (previously filed as Exhibit 10.5 to the Registrants Quarterly Report on Form 10-Q (File No. 001-33549), filed on August 14, 2007 and herein incorporated by reference).** | |
10.10 | Form of Restricted Stock Agreement under the 2007 Care Investment Trust Inc. Equity Plan (previously filed as Exhibit 10.5 to the Registrants Registration Statement on Form S-11, as amended (File No. 333-141634), filed on June 7, 2007 and herein incorporated by reference).** | |
10.11 | Form of Restricted Stock Agreement under the 2007 Care Investment Trust Inc. Equity Plan (previously filed as Exhibit 10.6 to the Registrants Registration Statement on Form S-11, as amended (File No. 333-141634), filed on June 7, 2007 and herein incorporated by reference).** | |
10.12 | Form of Restricted Stock Agreement under the 2007 Care Investment Trust Inc. Manager Equity Plan (previously filed as Exhibit 10.8 to the Registrants Registration Statement on Form S-11, as amended (File No. 333-141634), filed on June 7, 2007 and herein incorporated by reference).** | |
10.13 | Form of Indemnification Agreement (previously filed as Exhibit 10.9 to the Registrants Registration Statement on Form S-11, as amended (File No. 333-141634), filed on June 7, 2007 and herein incorporated by reference). | |
10.14 | Amended and Restated Form of Performance Share Award Granted to the Registrants Chairman of the Board and Executive Officers dated February 23, 2010 (previously filed as Exhibit 10.30 to the Registrants Annual Report on Form 10-K (File No. 001-33549), filed on March 16, 2010 and herein incorporated by reference).** | |
10.15 | Purchase and Sale Agreement by and between the Registrant and Tiptree Financial Partners, L.P., dated as of March 16, 2010 (previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on March 16, 2010 and herein incorporated by reference). | |
10.16 | Registration Rights Agreement by and between the Registrant and Tiptree Financial Partners, L.P., dated as of March 16, 2010 (previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on March 16, 2010 and herein incorporated by reference). | |
10.17 | First Amendment to Purchase and Sale Agreement by and between the Registrant and Tiptree Financial Partners, L.P., dated as of July 6, 2010 (previously filed as Exhibit 10.1 to the Companys Form 8-K (File No. 001-33549), filed on July 7, 2010 and herein incorporated by reference). | |
10.18 | Termination, Cooperation and Confidentiality Agreement by and between the Registrant and CIT Healthcare LLC, dated as of November 4, 2010 (previously filed as Exhibit 10.1 to the Companys Form 8-K (File No. 001-33549), filed on November 8, 2010 and herein incorporated by reference). |
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10.19 | Employment Agreement by and between the Registrant and Steven M. Sherwyn dated as of November 1, 2010 (previously filed as Exhibit 10.3 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on November 8, 2010 and herein incorporated by reference).** | |
10.20 | Employment Agreement by and between the Registrant and Salvatore (Torey) Riso, Jr., dated as of November 4, 2010 (previously filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on November 8, 2010 and herein incorporated by reference).** | |
10.21 | Services Agreement by and between the Registrant and TREIT Management LLC, dated as of November 4, 2010 (previously filed as Exhibit 10.4 to the Companys Form 8-K (File No. 001-33549), filed on November 8, 2010 and herein incorporated by reference). | |
10.22 | Omnibus Agreement dated as of April 15, 2011 (previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K (File No. 001-33549), filed on April 19, 2011 and herein incorporated by reference). | |
10.23 | First Amendment to Services Agreement dated November 9, 2011 (previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q (File No. 001-33549), filed on November 9, 2011 and herein incorporated by reference). | |
10.24 | First Amendment to Equity Plan of Registrant, dated December 21, 2011 (previously filed as Exhibit 10.24 to the Registrants Annual Report on Form 10-K filed on April 5, 2012).** | |
21.1 | Subsidiaries of the Registrant (previously filed as Exhibit 21.1 to the Registrants Annual Report on Form 10-K filed on April 5, 2012). | |
23.1 | Consent of Independent Registered Public Accounting Firm (filed herewith). | |
23.2 | Consent of Independent Registered Public Accounting Firm (filed herewith). | |
23.3 | Consent of Independent Auditors (filed herewith). | |
31.1 | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
31.2 | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
32.1 | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
32.2 | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |
99.1 | Audited Consolidated Financial Statements of Bickford Master I, LLC and Subsidiaries (filed here with). | |
101.INS | XBRL Instance Document* | |
101.SCH | XBRL Taxonomy Extension Schema Document* | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* |
* | Exhibit 101 to the Annual Report on Form 10-K filed on April 5, 2012 contained the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2011 and December 31, 2010, (ii) the Consolidated Statements of Operations for the years ended December 31, 2011 and 2010; (iii) the Consolidated Statements of Stockholders Equity for the years ended December 31, 2011 and December 31, 2010; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010; and (v) the Notes to the Consolidated Financial Statements. |
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
** | Denotes a management contract or compensatory plan, contract or arrangement. |
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