UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 4, 2020
Regional Health Properties, Inc.
(Exact Name of Registrant as Specified in Charter)
Georgia |
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001-33135 |
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81-5166048 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
454 Satellite Boulevard, NW
Suite 100
Suwanee, Georgia 30024
(Address of Principal Executive Offices, and Zip Code)
(678) 869-5116
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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(s) |
Name of each exchange on which registered |
Common Stock, no par value |
RHE |
NYSE American |
10.875% Series A Cumulative Redeemable Preferred Stock, no par value |
RHE-PA |
NYSE American |
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 ☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On September 4, 2020, the Board of Directors of Regional Health Properties, Inc. (the “Company”) appointed Benjamin A. Waites to serve as the Company’s Chief Financial Officer and Vice President, and in connection therewith, designated Mr. Waites as the Company’s principal financial officer and principal accounting officer, in each case effective September 8, 2020. On September 24, 2020, the Company issued a press release announcing such appointment.
Since June 2010, Mr. Waites, age 58, served as Vice President of Finance and Assistant Treasurer for Cajun Operating Company, Inc., the franchisor and operator of over 1,600 restaurant locations. He also previously served as Chief Accounting Officer of Lavie Healthcare, operator of 125 skilled nursing and rehabilitation centers, and RARE Hospitality, operator of LongHorn Steakhouse and The Capital Grille. In these positions, Mr. Waites developed and led financial teams that supported domestic and international growth platforms and was instrumental in a variety of strategic and capital transactions. He started his career in public accounting, with positions in both the Entrepreneurial Services Group and Audit department of Ernst & Young. Mr. Waites graduated from Harding University and is a Georgia certified public accountant. Mr. Waites will report directly to Brent Morrison, the Company’s Chief Executive Officer and President.
In connection with Mr. Waites’ appointment, the Company and Mr. Waites executed an offer letter pursuant to which the Company has agreed (i) to pay Mr. Waites an annual salary of $175,000 and (ii) that he would be eligible for a bonus based upon a predetermined bonus structure. Mr. Waites employment with the Company is “at will” and he or the Company can terminate his employment with or without cause at any time.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
99.1Press Release issued September 24, 2020.
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SIGNATURES
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.
Date: |
September 24, 2020 |
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REGIONAL HEALTH PROPERTIES, INC. |
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/s/ Brent Morrison |
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Brent Morrison |
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Chief Executive Officer and President |
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Exhibit 99.1
Regional Health Properties Names Ben Waites as Chief Financial Officer
Seasoned Financial Executive Brings Experience in Refinancing Debt, Restructuring Bank Relationships, and Managing Distributed Organizations
ATLANTA, GA, September 24, 2020 — Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, announced today that accomplished finance executive Ben Waites has joined the company, effective September 8, 2020, as its new Chief Financial Officer and Vice President. In this role, Waites will help lead the company’s efforts to drive value through strategic focus, team development, and operational and financial excellence.
Most recently, Mr. Waites spent 10 years as Vice President of Finance and Assistant Treasurer for Cajun Operating Company, Inc., the franchisor and operator of over 1,600 restaurant locations. In this role, he refinanced the organization’s debt, realizing more than $8 million in annual interest savings and restructured all bank relationships. He previously spent two years as Chief Accounting Officer of Lavie Healthcare, operator of 125 skilled nursing and rehabilitation centers and 11 years at RARE Hospitality, operator of LongHorn Steakhouse, and The Capital Grille. In these positions, Waites developed and led financial teams that supported their domestic and international growth platforms and was instrumental in a variety of strategic and capital transactions. He also led efforts to significantly reduce costs and improve organizational efficiency. He started his career in public accounting, with positions in both the Entrepreneurial Services Group and Audit department of Ernst & Young. Waites graduated from Harding University, is a Georgia CPA and will report directly to Brent Morrison, Regional Health Properties’ Chief Executive Officer and President.
Brent Morrison commented, “Ben’s experience, leadership and financial expertise, particularly within the skilled nursing industry, will be a great addition to the company. He has a well-documented history of working with large organizations with multiple locations, bringing financial teams together to maximize resources and drive the business forward.”
About Regional Health Properties
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions.
Regional currently owns, leases or manages for third parties 24 facilities (12 of which are owned by Regional, nine of which are leased by Regional and three of which are managed by Regional for third parties).
For more information, visit www.regionalhealthproperties.com.
Important Cautions Regarding Forward-Looking Statements
This press release includes 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. Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,” “will,” “seeks,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements in this press release regarding future events and developments and our future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements.
Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those projected or contemplated by our forward-looking statements due to various factors, including, among others: our dependence on the operating success of our operators; the significant amount of, and our ability to service, our indebtedness; covenants in our debt agreements that may restrict our ability to make investments, incur additional indebtedness and refinance indebtedness on favorable terms; the availability and cost of capital; our ability to raise capital through equity and debt financings or through the sale of assets; the effect of increasing healthcare regulation and enforcement on our operators and the dependence of our operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of our operators; the impact on us of litigation relating to our prior operation of our healthcare properties; the effect of our operators declaring bankruptcy, becoming insolvent or failing to pay rent as due; the ability of any of our operators in bankruptcy to reject unexpired lease obligations and to impede our ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor’s obligations; our ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; the impact of COVID-19 on our business and the business of our operators, including without limitation, the extent and duration of the COVID-19 pandemic, increased costs experienced by our operators in connection therewith, and the extent to which government support may be available to our operators to offset such costs and the conditions related thereto; and other factors discussed from time to time in our news releases, public statements and documents filed by us with the Securities and Exchange Commission from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
Company Contacts |
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Investor Relations |
Brent Morrison, CFA |
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Brett Maas |
Chief Executive Officer |
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Managing Partner |
Regional Health Properties, Inc. |
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Hayden IR |
Tel (678) 368-4402 |
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Tel (646) 536-7331 |
brent.morrison@regionalhealthproperties.com |
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brett@haydenir.com |
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