REGIONAL HEALTH PROPERTIES, INC
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 8. Financial Statements and Supplementary Data
| Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | 109 |
|---|---|---|
| Item 9A. | Controls and Procedures | 109 |
| Item 9B. | Other Information | 110 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 110 |
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 111 |
| Item 11. | Executive Compensation | 118 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 130 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 133 |
| Item 14. | Principal Accountant Fees and Services | 135 |
| Part IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 136 |
| Signatures | 149 | |
Statement Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10-K (this “Annual Report”) contain “forward-looking” information as that term is defined by the Private Securities Litigation Reform Act of 1995. Any statements that do not relate to historical or current facts or matters are forward-looking statements. Examples of forward-looking statements include all statements regarding our expected future financial position, results of operations, cash flows, liquidity, financing and refinancing plans, strategic and business plans, tenants, operators, projected expenses and capital expenditures, competitive position, growth and acquisition opportunities, and compliance with, and changes in, governmental regulations. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words.
Our actual results may differ materially from those projected or contemplated by our forward-looking statements as a result of various factors, including, among others, the following:
The increased risks associated with our portfolio stabilization measures;
Increases in market interest rates and inflation;
Epidemics or pandemics, including the COVID-19 pandemic, and the related impact on our tenants, operators and healthcare facilities:
Our ability to raise capital through equity and debt financings, and the cost of such capital;
Our ability to meet the continued listing requirements of the NYSE American LLC (the “NYSE American”) and to maintain or regain, as applicable, the listing of our securities thereon;
Our dependence on the operating success of our tenants and their ability to meet their obligations to us;
Operational risks with respect to our Healthcare Services segment;
The effect of increasing healthcare regulation and enforcement on our tenants, and the dependence of our tenants on reimbursement from governmental and other third-party payors;
The effect of our tenants’ potential financial or legal difficulties;
The ability and willingness of our tenants to renew their leases with us upon expiration, and our ability to reposition our properties on the same or better terms in the event of nonrenewal or if we otherwise need to replace an existing tenant;
Our concentration in the healthcare property sector particularly in skilled nursing facilities and assisted living facilities making our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries;
The impact of liabilities associated with our legacy business of owning and operating healthcare properties, including pending and potential professional and general liability claims;
The relatively illiquid nature of real estate investments;
The availability of, and our ability to identify, suitable acquisition opportunities, and our ability to complete such acquisitions and lease the respective properties on favorable terms; and
Other risks inherent in the real estate business, including uninsured or underinsured losses affecting our properties, the possibility of environmental compliance costs and liabilities, and the illiquidity of real estate investments.
We urge you to carefully consider these risks and review the additional disclosures we make concerning risks and other factors that may materially affect the outcome of our forward-looking statements and our future business and operating results, including those made in Part I, Item IA., “Risk Factors” in this Annual Report, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (“SEC”), including subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution you that any forward-looking statements made in this Annual Report are not guarantees of future performance, events or results, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We do not intend, and we undertake no obligation, to update any forward-looking information to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events, unless required by law to do so.
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