UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

 

(Mark One)

| ☒ | 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 |
|---------|----------------------------------------------------------------------------------------------------|

For the transition period from                    to                   

Commission File Number 001-33135

 

Regional Health Properties, Inc.

(Exact name of registrant as specified in its charter)

 

| Georgia                                         |   | 81-5166048                               |
|-------------------------------------------------|--------|------------------------------------------|
| (State or other jurisdiction

of incorporation) |   | (I.R.S. Employer

Identification Number) |

 

454 Satellite Boulevard NW, Suite 100, Suwanee, GA 30024

(Address of principal executive offices)

(678) 869-5116

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

 

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 (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.  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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

| Large accelerated filer | ☐ |   |   | Accelerated filer              | ☐ |
|-----------------------------------|---------|--------|--------|-------------------------------------|---------|
| Non-accelerated filer        | ☐ |   |   | Smaller reporting company | ☒ |
|                              |    |   |   | 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. Yes ☐    No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐  No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 31, 2020:  1,688,219 shares of common stock, no par value, were outstanding.

 

 

 

 

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EXPLANATORY NOTE

 

Regional Health Properties, Inc. (the “Company” or “we”) is filing this Amendment No 1 (“Amendment No. 1”) on Form 10-Q/A to its Quarterly Report for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2020 (the “Form 10-Q”), for the sole purpose of adding this Explanatory Note, which was inadvertently omitted from the Form 10-Q.

 

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 15, 2020, the filing of the Form 10-Q was delayed due to circumstances related to the COVID-19 pandemic and its impact on the Company’s operations. The Company relied on the SEC’s Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting andProxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465), to delay the filing of the Form 10-Q.

 

On April 2, 2020, Georgia Governor, Brian Kemp, issued a statewide Shelter-in-Place Executive Order (the “Shelter-in-Place Order”), which was subsequently modified, to help slow the spread of COVID-19. The Shelter-in-Place Order was extended to the end of June 2020 for vulnerable populations. The Company transitioned to working remotely from home, however, such transition and the related inefficiencies in working remotely delayed the preparation of the Form 10-Q. In addition, the impacts of the COVID-19 pandemic interrupted the Company’s business and operations, and management time and effort was diverted to address the health and safety needs of the Company’s tenants and properties. Furthermore, a significant amount of the accounting, finance and management team’s attention was focused on analyzing and addressing the impact on the Company’s operations and financial condition. The disruptions described above diverted management resources from completing all of the tasks necessary to file the Form 10-Q within the prescribed time period and, consequently, the Company could not file its Form 10-Q on a timely basis. 

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications of the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment No. 1, new certifications of the Company’s principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment No. 1. 

 

This Amendment No. 1 speaks as of the original filing date of the Form 10-Q and does not reflect events that may have occurred subsequent to such original filing date, and does not modify or update in any way disclosure made in the Form 10-Q. No attempt has been made in this Amendment No. 1 to modify or update the disclosures presented in the Form 10-Q.

 

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| Item 6. | Exhibits. |
|---------|-----------|

The agreements included as exhibits to this Quarterly Report are included to provide information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company, its business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

|   | • | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
|--------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • | may apply standards of materiality in a way that is different from what may be viewed as material to investors; and |
|--------|----------|---------------------------------------------------------------------------------------------------------------------|

|   | • | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
|--------|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors.

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EXHIBIT INDEX

| Exhibit No. |   | Description                                                                                                                                     |   | Method of Filing                                                                                                                                    |  |
|------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|             |   |                                                                                                                                            |   |                                                                                                                                                          |  |
|   3.1  |   | Amended and Restated Articles of Incorporation of Regional Health Properties, Inc., effective September 21, 2017                                |   | Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K12B filed on October 10, 2017                                    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   3.2  |   | Certificate of Merger, effective September 29, 2017                                                                                             |   | Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K12B filed on October 10, 2017                                    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   3.3  |   | Amended and Restated Bylaws of Regional Health Properties, Inc., effective September 21, 2017                                                   |   | Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K12B filed on October 10, 2017                                    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.1  |   | Form of Common Stock Certificate of Regional Health Properties, Inc.                                                                            |   | Incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K12B filed on October 10, 2017                                    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.2  |   | Description of Regional Health Properties, Inc. Capital Stock                                                                                   |   | Incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018                  |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.3* |   | 2005 Stock Option Plan of AdCare Health Systems, Inc.                                                                                      |   | Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.4* |   | AdCare Health Systems, Inc. 2011 Stock Incentive Plan                                                                                      |   | Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.5* |   | Form of Non-Statutory Stock Option Agreement                                                                                                    |   | Incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.6* |   | Form of Incentive Stock Option Agreement                                                                                                        |   | Incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011    |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.7  |   | Form of Warrant to Purchase Common Stock of the Company                                                                                         |   | Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (File No. 333-175541)                                   |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.8  |   | Warrant to Purchase 50,000 Shares of Common Stock, dated December 28, 2012, issued by AdCare Health Systems, Inc. to Strome Alpha Offshore Ltd. |   | Incorporated by reference to Exhibit 4.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012            |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
|   4.10 |   | Form of Warrant granted to management to Purchase Shares of AdCare Health Systems, Inc. dated November 20, 2007                                 |   | Incorporated by reference to Exhibit 10.23.2 of the Registrant’s Annual Report on Form 10-KSB as amended March 31, 2008                                 |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
| 31.1             |   | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act                                                                     |   | Incorporated by reference to Exhibit 31.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020

  |
| 31.2             |   | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act                                                                     |   | Incorporated by reference to Exhibit 31.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020

  |
| 31.3             |   | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act                                                                     |   | Filed herewith                                                                                                                                                |  |
| 31.4             |   | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act                                                                     |   | Filed herewith                                                                                                                                                |  |
|             |   |                                                                                                                                            |   |                                                                                                                                                          |
| 32.1             |   | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act                                                                     |   | Incorporated by reference to Exhibit 32.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020

  |

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| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Method of Filing                                                                                                                            |  |
|------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                                                  |  |
| 32.2             |   | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Incorporated by reference to Exhibit 32.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                                                  |  |
| 101              |   | The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i)  Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019; (ii) Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 (unaudited); (iii) Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 and March 31,2019 (unaudited); (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (unaudited); and (v) the Notes to Consolidated Financial Statements (unaudited). |   | Incorporated by reference to Exhibit 101 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020                 |
|             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                                                                                                                  |  |

 

| * | Identifies a management contract or compensatory plan or arrangement |
|---|----------------------------------------------------------------------|

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|   |   |          |   | REGIONAL HEALTH PROPERTIES, INC.                                                                                            |
|--------|--------|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------|
|   |   |          |   | (Registrant)                                                                                                                     |
|   |   |          |   |                                                                                                                             |
| Date:  |   | June 22, 2020 |   | /s/ Brent Morrison                                                                                                               |
|   |   |          |   | Brent Morrison                                                                                                                   |
|   |   |          |   | Chief Executive Officer and Director (Principal Executive Officer)                                                               |
|   |   |          |   |                                                                                                                             |
| Date:  |   | June 22, 2020 |   | /s/ E. Clinton Cain                                                                                                              |
|   |   |          |   | E. Clinton Cain                                                                                                                  |
|   |   |          |   | Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer (Principal Financial and Accounting Officer) |

 

 

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