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): April 2, 2020

Regional Health Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 April 2, 2020, Regional Health Properties, Inc. (the “Company”) reported its results of operations for the three months and year ended December 31, 2019.  A copy of the press release dated April 2, 2020, 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.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release dated April 2, 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.

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Exhibit 99.1

Regional Health Properties Reports Fourth Quarter and Full-Year 2019 Financial Results

ATLANTA, GA, April 2, 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, reported results for the year ended December 31, 2019.

Business Update

“We made further progress in stabilizing and improving the Company’s property portfolio, as well as continued to settle additional professional liability claims,” stated Brent Morrison, Regional’s Chief Executive Officer. “The Company also continues to work closely with the Department of Housing and Urban Development for release of funds held in reserve to be used for renovations at the Company’s facilities.”

Morrison continued, “Also, as described in our release dated March 24, 2020, and as we are all aware, the COVID-19 pandemic is rapidly evolving and we cannot predict the impact that COVID-19 will have on the Company at this time, but we applaud the efforts of our operators to keep their residents and employees safe. The extent to which COVID-19 could impact our business and results of operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of COVID-19, and the actions taken to contain COVID-19 or treat its impact, among others.”

Management periodically monitors a number of facility performance metrics, including rent coverages both before and after management fees. In the fourth quarter of 2019, the Company’s portfolio rent coverage before management fees was 1.5x and rent coverage after management fees was 1.2x. Occupancy and skilled mix for the Company’s portfolio were 80.0% and 26.4% for the fourth quarter of 2019, respectively. These data exclude the impact of three managed facilities located in Ohio, five additional facilities located in Ohio and transitioned to a new operator on December 1, 2018, one facility located in North Carolina and transitioned to a new operator on March 1, 2019, one facility located in Oklahoma and sold on August 1, 2019, one facility located in Georgia and sold on August 1, 2019, one facility located in Alabama and sold on August 1, 2019, one facility located in Oklahoma and sold on August 28, 2019, and two facilities located in Georgia and transitioned to Omega in the first quarter of 2019.

Summary of Financial Results for the Three and 12 Months Ended December 31, 2019

Total rental revenues in the fourth quarter of 2019 decreased 16.6% to $4.6 million, from $5.5 million in the fourth quarter of 2018. Total rental revenues for the 12 months ended December 31, 2019 decreased by 8.7% to $20.1 million, from $22.0 million for the twelve months ended December 31, 2018. The decrease is a result of four facilities sold during the third quarter of 2019 as well as two facilities transitioned to Omega in the first quarter of 2019. The Company generally recognizes all rental revenues on a straight-line rent accrual basis.

General and administrative costs decreased 31.9%, to $641,000 for the three months ended December 31, 2019, compared with $941,000 for the same period in 2018. General and administrative costs for the 12 months ended December 31, 2019 decreased by 13.5%, to $3.2 million, compared with $3.7 million for the same period in 2018. For the 12 months ended December 31, 2019, and 2018, general and administrative costs include $92,000 and $176,000, respectively, of stock-based compensation expense.

Interest expense decreased by $604,000, or 45.3%, to $730,000 for the fourth quarter of 2019 compared with $1.3 million for the same period in 2018. Interest expense for the 12 months ended December 31, 2019, decreased by $664,000, or 11.2%, to $5.3 million compared to $5.9 million for the same period in 2018. The decrease is mainly due to the payoff of the Pinecone and Congressional Bank loans during the current year.

Income from discontinued operations, net of tax, for the fourth quarter of 2019 was $215,000 compared to income from discontinued operations, net of tax, of $316,000 for the prior year period. For the 12 months ended December 31, 2019, income from discontinued operations, net of tax, was $626,000 compared to income from discontinued operations of $74,000 for the prior year period.

Net loss attributable to Regional Health Properties, Inc.’s common stockholders in the fourth quarter of 2019 was $1.5 million compared with a net loss of $3.9 million for the fourth quarter of 2018. For the 12 months ended December 31, 2019, the net loss attributable to Regional Health Properties, Inc.’s common stockholders was $3.5 million, inclusive of a $6.5 million pre-tax gain on the sale of assets in the third quarter, or $2.07 per basic and diluted share, compared with a net loss of $19.9 million, or $11.86 per basic and diluted share, in the prior year period.

Cash at December 31, 2019, totaled $4.4 million compared with $2.4 million at December 31, 2018. Restricted cash at December 31, 2019, totaled $3.7 million compared to $4.1 million at December 31, 2018. Total debt outstanding at December 31, 2019 amounted to $55.4 million compared with $81.3 million at December 31, 2018 (net of $1.4 million and $1.5 million of deferred financing costs at December 31, 2019 and 2018, 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 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; 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.  

REGIONAL HEALTH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in 000’s)

REGIONAL HEALTH PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

REGIONAL HEALTH PROPERTIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL OPERATING METRICS (1)