8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 16, 2021

Regional Health Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

Georgia	001-33135	81-5166048
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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):

☒	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:

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 2.02Results of Operations and Financial Condition.

On August 16, 2021, Regional Health Properties, Inc. (the “Company” or “RHE”) reported its results of operations for the three and six months ended June 30, 2021.  A copy of the press release dated August 16, 2021, is attached hereto as Exhibit 99.1.

The information provided pursuant to this Item 2.02 of this Current Report, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in any such filings.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Exchange Offer and Where to Find It

In connection with the proposed transaction, RHE filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 on June 1, 2021 (as amended on July 2, 2021), that includes a preliminary proxy statement and that also constitutes a preliminary prospectus. RHE intends to file other relevant documents with the SEC regarding the proposed transaction, including the definitive proxy statement/prospectus. The information in the preliminary proxy statement/prospectus is not complete and may be changed. This document is not a substitute for the preliminary proxy statement/prospectus or registration statement or any other document that RHE may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of RHE. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RHE AND THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the registration statement, preliminary proxy statement/prospectus and all other documents containing important information about RHE and the proposed transaction, once such documents are filed with the SEC, including the definitive proxy statement/prospectus if and when it becomes available, through the website maintained by the SEC at http://www.sec.gov.  The proxy statement/prospectus included in the Registration Statement and additional copies of the proxy statement/prospectus will be available for free from RHE.

Participants in the Solicitation

RHE and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of RHE, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in RHE’s proxy statement for its 2020 Annual Meeting of Shareholders, which was filed with the SEC on November 5, 2020, and RHE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 29, 2021. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the preliminary proxy statement/prospectus, including any amendments thereto, as well as the definitive proxy statement/prospectus if and when it becomes available and other relevant materials to be filed with the SEC regarding the proposed transaction

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when such materials become available. Investors should read the registration statement, the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus, if and when it becomes available, carefully before making any voting or investment decisions. You may obtain free copies of these documents from RHE using the sources indicated above.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release dated August 16, 2021.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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:	August 16, 2021	REGIONAL HEALTH PROPERTIES, INC.
		/s/ Brent Morrison
		Brent Morrison
		Chief Executive Officer and President

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EX-99.1

Exhibit 99.1

Regional Health Properties Reports Second Quarter 2021 Financial Results

ATLANTA, GA, August l6, 2021 — 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, reported results for the quarter ended June 30, 2021.

Business Update

• Ended the quarter with $5.6 million of unrestricted cash vs $4.2 million at the beginning of the year.

• Secured refinancing commitments on $3.6 million of debt with a previously scheduled maturity in the third quarter of 2022 and $0.5 million due in the third quarter of 2021.

• Collected 97.1% of second quarter 2021 contractual cash rent

Brent Morrison, Regional Health Properties’ Chief Executive Officer and President, commented, “I’m excited to say we are pursuing a process to reconfigure the Company’s capital structure, and have already engaged with both the SEC and our investor base to exchange our Series A Preferred shares for common shares.” We believe this transaction will unlock value for the company and benefit all stakeholders.” Ben Waites, Regional’s Chief Financial Officer added “Both the equity and debt capital structure improvements that we are pursuing should allow the Company to move into a growth mode and take advantage of opportunities presented by the COVID-19 disruption.”

Management periodically monitors a number of facility performance metrics, including rent coverages both before and after management fees. In the second quarter of 2021, the Company’s portfolio rent coverage before management fees was 1.71 x and rent coverage after management fees was 1.22 x. Occupancy and skilled mix for the Company’s portfolio was 67.7% and 29.3% for the second quarter of 2021, respectively. These data exclude the impact of three managed facilities located in Ohio.

Rent Collections and Operator Changes

As of the quarter ended June 30, 2021, we collected 97.1% of contractual cash due for the second quarter of 2021.

As announced in December, we terminated a lease with the operator of two facilities located in Georgia. One facility was transitioned to Empire Care Centers, a new operator to Regional and the second building (the “Tara Facility”) is being managed by Vero Health Care, a current lessee of the company.

Summary of Financial Results for the Three Months Ended June 30, 2021

Total rental revenues in the second quarter of 2021 decreased 12.3% to $3.8 million, from $4.3 million in the second quarter of 2020. The decrease is primarily a result of the agreement to terminate the subleases for two skilled nursing facilities in the fourth quarter of 2020 (the “Wellington Transition”).

Patient care revenues for our new healthcare services are from the operations of the Tara Facility as a part of the Wellington Transition.  Effective January 1, 2021, the Company began to operate this 134 bed skilled nursing facility.  Patient care expense of $2.3 million for the three months ended June 30, 2021, relate to the costs of operating the Tara Facility.

In early 2020, the Company began to investigate alternatives to retire or refinance our outstanding Series A Preferred shares through privately negotiated transactions, open market repurchases, redemptions, exchange offers, tender offers, or otherwise. Costs associated with these efforts have been expensed as incurred in Other expense, net and were approximately $326,000 for the three months ended June 30, 2021.

General and administrative costs increased 32.4%, to $1.0 million for the second quarter of 2021, compared with $0.7 million for the same period in 2020. The increase for the quarter is primarily related to $122,000 in management consulting services incurred for the Tara Facility as well as $123,000 of employee stock based compensation incurred in the second quarter of 2021.  

Interest expense decreased slightly by $18,000, or 2.6%, to $666,000 for the second quarter of 2021 compared with $684,000 for the same period in 2020. The current quarter decrease is due to normal amortization of the outstanding debt balances.

Loss from discontinued operations, net of tax, for the second quarter of 2021, was $62,000 compared to income of $6,000 for the same period of the prior year.

Net loss attributable to Regional Health Properties, Inc.’s common stockholders (excluding undeclared preferred dividends) in the second quarter of 2021 was $503,000 compared with net income of $412,000 for the second quarter of 2020.

Cash at June 30, 2021, totaled $5.6 million compared with $4.2 million at December 31, 2020. The increase in cash is primarily due to approximately $3.2 million of lease termination cash collected partially offset by approximately $1.0 paid for past due bed taxes, all related to the Wellington Transition. Restricted cash at June 30, 2021, totaled $3.0 million compared to $3.3 million at December 31, 2020. Total debt outstanding amounted to $54.2 million at June 30, 2021 and $54.4 million at December 31, 2020 (net of $1.3 million and $1.4 million of deferred financing costs at June 30, 2021 and December 31, 2020, respectively).

About Regional Health Properties

Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) is the successor to AdCare Health Systems, Inc., and 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, manages for third parties and operates, 24 facilities (12 of which are owned by Regional, eight of which are leased by Regional, three of which are managed by Regional for third parties and one of which is leased and operated by Regional). Effective January 1, 2021, the Company commenced operation of one previously subleased facility as a portfolio stabilization measure.

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.  

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Exchange Offer and Where to Find It

In connection with the proposed transaction, RHE filed with the SEC a registration statement on Form S-4 on June 1, 2021 (as amended on July 2, 2021), that includes a preliminary proxy statement and that also constitutes a preliminary prospectus. RHE intends to file other relevant documents with the SEC regarding the proposed transaction, including the definitive proxy statement/prospectus. The information in the preliminary proxy statement/prospectus is not complete and may be changed. This document is not a substitute for the preliminary proxy statement/prospectus or registration statement or any other document that RHE may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of RHE.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IF AND WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RHE AND THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the registration statement, preliminary proxy statement/prospectus and all other documents containing important information about RHE and the proposed transaction, once such documents are filed with the SEC, including the definitive proxy statement/prospectus if and when it becomes available, through the website maintained by the SEC at http://www.sec.gov.  The proxy statement/prospectus included in the Registration Statement and additional copies of the proxy statement/prospectus will be available for free from RHE.

Participants in the Solicitation

RHE and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of RHE, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in RHE’s proxy statement for its 2020 Annual Meeting of Shareholders, which was filed with the SEC on November 5, 2020, and RHE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 29, 2021. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the preliminary proxy statement/prospectus, including any amendments thereto, as well as the definitive proxy statement/prospectus if and when it becomes available and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the registration statement, the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus, if and when it becomes available, carefully before making any voting or investment decisions. You may obtain free copies of these documents from RHE using the sources indicated above.

Company Contacts	Investor Relations
Benjamin A. Waites	Brett Maas
Chief Financial Officer and Vice President	Managing Partner
Regional Health Properties, Inc.	Hayden IR
Tel (678) 368-4393	Tel (646) 536-7331
ben.waites@regionalhealthproperties.com	brett@haydenir.com

REGIONAL HEALTH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in 000’s)

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Property and equipment, net	$	51,355		$	52,533
Cash		5,633			4,186
Restricted cash		2,966			3,306
Accounts receivable, net of allowance of $109 and $1,381		1,593			2,100
Prepaid expenses and other		990			328
Notes receivable		404			444
Intangible assets - bed licenses		2,471			2,471
Intangible assets - lease rights, net		146			158
Right-of-use operating lease assets		31,863			33,740
Goodwill		1,585			1,585
Lease deposits and other deposits		514			514
Straight-line rent receivable		7,643			6,660
Total assets	$	107,163		$	108,025
LIABILITIES AND EQUITY
Senior debt, net	$	46,636		$	47,275
Bonds, net		6,236			6,342
Other debt, net		1,291			822
Accounts payable		3,383			3,008
Accrued expenses		3,320			2,225
Operating lease obligation		34,040			35,884
Other liabilities		1,519			1,365
Total liabilities		96,425			96,921
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 1,727 and 1,688 issued and outstanding at June 30, 2021 and December 31, 2020, respectively		62,157			62,041
Preferred stock, no par value; 5,000 shares authorized; 2,812 shares issued and outstanding, redemption amount $70,288 at June 30, 2021 and December 31, 2020		62,423			62,423
Accumulated deficit		(113,842	)		(113,360	)
Total stockholders’ equity		10,738			11,104
Total liabilities and stockholders’ equity	$	107,163		$	108,025

REGIONAL HEALTH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in 000’s, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Revenues:
Patient care revenues	$	2,445		$	—		$	5,135		$	—
Rental revenues		3,763			4,293			7,844			8,590
Management fees		247			244			495			488
Other revenues		13			2			75			9
Total revenues		6,468			4,539			13,549			9,087
Expenses:
Patient care expense		2,254			—			4,457			—
Facility rent expense		1,639			1,639			3,279			3,279
Cost of management fees		150			174			315			325
Depreciation and amortization		652			769			1,302			1,545
General and administrative expense		945			714			1,981			1,591
Doubtful accounts expense (recovery)		37			(135	)		77			(137	)
Other operating expenses		243			297			475			521
Total expenses		5,920			3,458			11,886			7,124
Income from operations		548			1,081			1,663			1,963
Other expense (income) :
Interest expense, net		666			684			1,353			1,399
Other expense (income), net		323			(9	)		717			135
Total other expense (income), net		989			675			2,070			1,534
(Loss) income from continuing operations before income taxes		(441	)		406			(407	)		429
(Loss) income from continuing operations	$	(441	)	$	406		$	(407	)	$	429
(Loss) income from discontinued operations, net of tax		(62	)		6			(75	)		(31	)
Net (loss) income		(503	)		412			(482	)		398
Preferred stock dividends - undeclared		(2,249	)		(2,249	)		(4,498	)		(4,498	)
Net Loss attributable to Regional Health Properties, Inc. common stockholders	$	(2,752	)	$	(1,837	)	$	(4,980	)	$	(4,100	)
Net (loss) income per share of common stock attributable to Regional Health Properties, Inc.
Basic and diluted:
Continuing operations	$	(1.59	)	$	(1.09	)	$	(2.90	)	$	(2.41	)
Discontinued operations		(0.03	)		0.00			(0.04	)		(0.02	)
	$	(1.62	)	$	(1.09	)	$	(2.94	)	$	(2.43	)
Weighted average shares of common stock outstanding:
Basic and diluted		1,697			1,688			1,692			1,688

REGIONAL HEALTH PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL OPERATING METRICS (1)

	Twelve Months Ended
Portfolio Operating Metrics (1)	June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021
Occupancy %	75.1%		73.0%		67.3%		68.6%		67.7%
Quality Mix (2)	28.0%		29.3%		28.4%		29.6%		29.3%
Rent Coverage Before Management Fees (3)		1.55		1.58		1.77		1.65		1.71
Rent Coverage After Management Fees (3)		1.20		1.24		1.28		1.17		1.22
(1) Excludes three managed facilities in Ohio.
(2) Quality Mix refers to all payor types less Medicaid.
(3) EBITDAR coverage and EBITDARM coverage include information provided by our tenants.
The Company has not independently verified this information, but have no reason to believe such information to be inaccurate in any material respect.

XML

Document and Entity Information	Aug. 16, 2021
Document Information [Line Items]
Entity Registrant Name	Regional Health Properties, Inc.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001004724
Document Period End Date	Aug. 16, 2021
Entity Emerging Growth Company	false
Entity File Number	001-33135
Entity Incorporation, State or Country Code	GA
Entity Tax Identification Number	81-5166048
Entity Address, Address Line One	454 Satellite Boulevard, NW
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Suwanee
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30024
City Area Code	678
Local Phone Number	869-5116
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	RHE
Security Exchange Name	NYSEAMER
Trading Symbol	RHE
10.875% Series A Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	10.875% Series A Cumulative Redeemable Preferred Stock, no par value
Trading Symbol	RHE-PA
Security Exchange Name	NYSEAMER
Trading Symbol	RHE-PA