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REGIONAL HEALTH PROPERTIES, INC

For the period ended Jun 30, 2026. Filed Aug 12, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 12, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001193125-26-226575

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-12.

0001193125-26-346993

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 99 previous paragraphs and 113 current paragraphs.

72 unchanged; 23 reworded; 8 added; 3 removed; 1 previous and 10 current paragraphs rearranged.

Tables are not compared: 8 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

Patient care revenues—Patient care revenues were $26.7 million for the six months ended June 30, 2026, compared to $14.4 million for the same period in 2025. The 85.3% increase is due to the transition of the Autumn Breeze, Georgetown, and Sumter facilities to the Healthcare Services segment and to a lesser extent an increase in census at our Glenvue facility.

Current report

General and administrative expenses—General and administrative expenses were $13.2 million for the six months ended June 30, 2026, compared with $4.7 million for the same period in 2025. The 183.7% increase was primarily due to the transition of the Autumn Breeze, Georgetown, Southland and Sumter facilities to the Healthcare Services segment and the addition of operations acquired in the SunLink merger.

Current report

The Company continues to evaluate opportunities to monetize non-core assets as part of its capital allocation strategy. The Meadowood facility has been classified as held for sale as of June 30, 2026. Management is committed to a plan to sell the property and is actively marketing the facility through a recently engaged real estate broker. During the quarter ended March 31 2026, the Company engaged a new broker to expand the marketing process and facilitate negotiations with prospective buyers. The Company is currently negotiating a letter of intent with an interested party and continues to pursue a sale that it believes is probable of occurring within the required timeframe.

Current report

Although discussions with prospective buyers are ongoing, the final sales price, timing of closing, and net proceeds remain subject to completion of negotiations, execution of definitive agreements, due diligence, financing, and customary closing conditions. Accordingly, the Company cannot reasonably estimate the amount of net proceeds that may ultimately be realized. There can be no assurance that the transaction will be completed on the currently anticipated terms.

Current report

Net cash provided by operating activities—was approximately $0.5 million. The positive cash flow from operating activities were primarily affected by working capital investments associated with the assumption of operations at Autumn Breeze, which was partially offset by non-cash adjustments.
Removed paragraphs (3)

Previous report

The Company also continues to evaluate asset sale opportunities. During the quarter ended March 31, 2026, the Company engaged a new broker to assist with the sale of the Meadowood facility, which is classified as held for sale. The sale process is ongoing, and the Company is not yet able to estimate the amount or timing of potential net proceeds. There can be no assurance that the Company will complete a sale of the Meadowood facility or any other assets on acceptable terms, within the expected timeframe, or at all.
Reworded paragraphs (23)

Previous wording

The comparability of the Company’s results for the three months ended March 31, 2026 and 2025 is affected by the SunLink merger, which added the Pharmacy Services segment beginning on August 14, 2025. In addition, one facility that was included in the Real Estate segment in 2025 transitioned to the Healthcare Services segment on February 1, 2026. As a result, year-over-year comparisons reflect not only changes in operating performance, but also a meaningful change in segment composition. These changes resulted in increased patient care revenues and patient care expenses in Healthcare Services, the addition of pharmacy revenues and related cost of goods sold in Pharmacy Services, and lower rental revenues in Real Estate because one property is no longer operated under a lease structure. Accordingly, the Company’s consolidated and segment results for the three months ended March 31, 2026 are not directly comparable to the prior-year period.

Current wording

The comparability of the Company’s results for the three months ended June 30, 2026 and 2025 is affected by the SunLink merger, which added the Pharmacy Services segment beginning on August 14, 2025. In addition, one facility that was included in the Real Estate segment in 2025 transitioned to the Healthcare Services segment on February 1, 2026. As a result, year-over-year comparisons reflect not only changes in operating performance, but also a meaningful change in segment composition.

Previous wording

On February 27, 2026, the Company and Erin Property Holdings, LLC (the “Borrower”) entered into two Forbearance Agreements with effective dates of February 1, 2026 (the “Forbearance Agreements”) with Cadence Bank, N.A. (the “Lender”) relating to certain defaults by the Company and the Borrower under the loan agreements in the principal amount of $5,000,000 due on July 27, 2036 (the “USDA Note”) and the principal amount of $800,000 due on July 27, 2036 (the “SBA Note” and, together with the USDA Note, the “Notes”) that were issued by the Borrower to the Company to reflect payment obligations pursuant to the Security Agreement, dated as of July 27, 2011 (the “Security Agreement”), between the Borrower and the Lender.

Current wording

“Lender”) relating to certain defaults by the Company and the Borrower under the loan agreements in the principal amount of $5,000,000 due on July 27, 2036 (the “USDA Note”) and the principal amount of $800,000 due on July 27, 2036 (the “SBA Note” and, together with the USDA Note, the “Notes”) that were issued by the Borrower to the Company to reflect payment obligations pursuant to the Security Agreement, dated as of July 27, 2011 (the “Security Agreement”), between the Borrower and the Lender.

Previous wording

At the consolidated level, patient care revenues, pharmacy revenues and patient care expense increased significantly in 2026 due primarily to the expanded Healthcare Services segment and the addition of Pharmacy Services, while rental revenues declined as certain facilities were transitioned out of the Real Estate segment and into operated status. Accordingly, line-item changes in the consolidated statement of operations and comprehensive earnings should be evaluated in light of these changes in segment composition.

Current wording

At the consolidated level, patient care revenues, pharmacy revenues and patient care expense increased significantly in 2026 due primarily to the expanded Healthcare Services segment and the addition of Pharmacy Services, while rental revenues declined as certain facilities were transitioned out of the Real Estate segment and into operated status. Accordingly, line-item changes in the consolidated statement of operations and comprehensive loss should be evaluated in light of these changes in segment composition.

Previous wording

The following table sets forth, for the periods indicated, an unaudited statement of operations and comprehensive earnings items and the amounts and percentages of change of these items. The results of operations for any particular period are not necessarily indicative of results for any future period. The following data should be read in conjunction with our consolidated financial statements and the notes thereto, which are included herein.

Current wording

The following table sets forth, for the periods indicated, an unaudited statement of operations and comprehensive loss items and the amounts and percentages of change of these items. The results of operations for any particular period are not necessarily indicative of results for any future period. The following data should be read in conjunction with our consolidated financial statements and the notes thereto, which are included herein.

Previous wording

For the three months ended March 31, 2026, total revenues increased to $21.2 million from $7.2 million for the prior-year period, primarily due to the addition of Pharmacy Services revenues following the SunLink merger and increased Healthcare Services revenues from facilities transitioned to operated status. Total expenses also increased as the Company incurred the related cost of goods sold, patient care expenses and general and administrative expenses associated with the expanded operating platform. Net loss was $1.2 million for both periods, as the increase in loss from operations was partially offset by lower interest expense and lower other expense.

Current wording

For the three and six months ended June 30, 2026, total revenues increased to $24.4 million and $45.6 million, respectively, from $10.1 million and $17.2 million for the same prior-year periods, primarily due to the addition of Pharmacy Services revenues following the SunLink merger and increased Healthcare Services revenues from facilities transitioned to operated status. Total expenses also increased as the Company incurred the related cost of goods sold, patient care expenses and general and administrative expenses associated with the expanded operating platform. Net loss for the three and six months ended June 30, 2026 was $0.8 million and $2.0 million, respectively, from $1.4 million and $2.7 million for the same prior-year periods, as the increase in loss from operations was partially offset by lower interest expense and lower other expense.

Previous wording

Patient care revenues—Patient care revenues were $12.7 million for the three months ended March 31, 2026, compared to $5.6 million for the same period in 2025. The 125.4% increase is due to the transition of the Autumn Breeze, Georgetown, and Sumter facilities to the Healthcare Services segment and to a lesser extent an increase in census at our Glenvue facility.

Current wording

Patient care revenues—Patient care revenues were $14.0 million for the three months ended June 30, 2026, compared to $8.8 million for the same period in 2025. The 59.6% increase is due to the transition of the Autumn Breeze, Georgetown, and Sumter facilities to the Healthcare Services segment and to a lesser extent an increase in census at our Glenvue facility.

Previous wording

Rental revenues—Rental revenue decreased by approximately $0.6 million to $0.9 million for the three months ended March 31, 2026, compared with $1.5 million for the same period in 2025. The 44.4% decrease is primarily due to transition of the Autumn Breeze, Georgetown and Sumter facilities to our Healthcare Services segment.

Current wording

Rental revenues—Rental revenue decreased by approximately $0.5 million to $0.8 million for the three months ended June 30, 2026, compared with $1.3 million for the same period in 2025. The 37.6% decrease is primarily due to transition of the Autumn Breeze, Georgetown and Sumter facilities to our Healthcare Services segment.

Previous wording

Pharmacy revenue— Pharmacy revenues were $7.6 million for the three months ended March 31, 2026. These revenues reflect the Pharmacy Services segment added in connection with the SunLink merger. There was no comparable Pharmacy Services revenue for the three months ended March 31, 2025.

Current wording

Pharmacy revenue— Pharmacy revenues were $9.6 million for the three months ended June 30, 2026. These revenues reflect the Pharmacy Services segment added in connection with the SunLink merger. There was no comparable Pharmacy Services revenue for the three months ended June 30, 2025.

Previous wording

Cost of goods sold—Cost of goods sold was $4.5 million for the three months ended March 31, 2026 and relates to the cost of pharmacy products sold or rented by the Pharmacy Services segment. There was no comparable cost of goods sold for the three months ended March 31, 2025.

Current wording

Cost of goods sold—Cost of goods sold was $6.1 million for the three months ended June 30, 2026 and relates to the cost of pharmacy products sold or rented by the Pharmacy Services segment. There was no comparable cost of goods sold for the three months ended June 30, 2025.

Previous wording

Patient care expense—Patient care expense was $9.7 million for the three months ended March 31, 2026 compared with $4.4 million for the same period in 2025. The current period expense increase of $5.3 million was primarily due to the transition of the Autumn Breeze, Georgetown, and Sumter facilities to the Healthcare Services segment and to a lesser extent an increase in census at our Glenvue facility.

Current wording

Patient care expense—Patient care expense was $10.7 million for the three months ended June 30, 2026 compared with $7.2 million for the same period in 2025. The current period expense increase of $3.5 million was primarily due to the transition of the Autumn Breeze, Georgetown, and Sumter facilities to the Healthcare Services segment and to a lesser extent an increase in census at our Glenvue facility.

Previous wording

Depreciation and amortization—Depreciation and amortization was $0.7 million for the three months ended March 31, 2026, compared to $0.4 million for the same period in 2025. The increase was primarily was primarily due to depreciation on assets acquired in the SunLink acquisition.

Current wording

Depreciation and amortization—Depreciation and amortization was $0.8 million for the three months ended June 30, 2026, compared to $0.4 million for the same period in 2025. The 87.8% increase was primarily due to depreciation on assets acquired in the SunLink acquisition.

Previous wording

General and administrative expenses—General and administrative expenses were $6.5 million for the three months ended March 31, 2026 compared with $2.2 million for the same period in 2025. The increase was primarily due to the transition of the Autumn Breeze, Georgetown, Southland and Sumter facilities to the Healthcare Services segment and addition of the Sunlink merger.

Current wording

General and administrative expenses—General and administrative expenses were $6.7 million for the three months ended June 30, 2026 compared with $2.4 million for the same period in 2025. The 175.7% increase was primarily due to the transition of the Autumn Breeze, Georgetown, Southland and Sumter facilities to the Healthcare Services segment and the addition of operations acquired in the SunLink merger.

Previous wording

Credit loss expenses—Credit loss expense was $0.2 million for the three months ended March 31, 2026 and $0.1 million for the same period in 2025. The loss primarily represents reserves taken against patient accounts receivable in the period.

Current wording

Credit loss expenses—Credit loss expense was $0.2 million for the three months ended June 30, 2026 and $0.4 million for the same period in 2025. The loss primarily represents reserves taken against patient accounts receivable in the period.

Previous wording

Loss on Lease Termination—There were no expenses related to lease terminations for the three months ended March 31, 2026. Expenses related to the termination of the two leases to Oak Hollow Healthcare Management were $0.3 million for the three months ended March 31, 2025. The losses consist of the write-offs of straight-line rent.

Current wording

Loss on Lease Termination—There were no material expenses related to lease terminations for the six months ended June 30, 2026, compared to $0.3 million for the same period in 2025, which related to the termination of the two leases to Oak Hollow Healthcare Management, and the losses consist of the write-offs of straight-line rent.

Previous wording

Gain on operations transfer—The gain on operations transfer was $0.1 million for the three months ended March 31, 2025 and there was no such gain or loss for the three months ended March 31, 2026. In March 2025, The Company took patient accounts receivable in lieu of the outstanding Rent Receivable owed by Oak Hollow Healthcare Management as part of the lease termination.

Current wording

Gain on operations transfer—There was no gain on operations transfer for the six months ended June 30, 2026, compared to $0.1 million for the same period in 2025. In March 2025, the Company took patient accounts receivable in lieu of the outstanding Rent Receivable owed by Oak Hollow Healthcare Management as part of the lease termination.

Previous wording

During the three months ended March 31, 2026, the Company's net cash used in operating activities was $0.9 million primarily due to working capital needs and the timing of accounts payable and accrued expense payments. Management continues to focus on collections of patient accounts receivable, rent receivables, past due rent and notes receivable. The Company anticipates collecting a portion of past due rent subsequent to quarter end and is negotiating various methods to collect the remaining unpaid rent and notes receivable. However, the timing and amount of collections remain subject to tenant and patient payor performance, reimbursement timing, collection efforts and other factors outside the Company’s control.

Current wording

During the six months ended June 30, 2026, the Company generated $0.5 million of cash in operating activities. Operating cash flows were primarily affected by working capital investments associated with the assumption of operations at Autumn Breeze, which was partially offset by non-cash adjustments. Management continues to focus on collections of patient accounts receivable, rent receivables, past due rent and notes receivable. The Company anticipates collecting a portion of past due rent subsequent to quarter end and is negotiating various methods to collect the remaining unpaid rent and notes receivable. However, the timing and amount of collections remain subject to tenant and patient payor performance, reimbursement timing, collection efforts and other factors outside the Company’s control.

Previous wording

At March 31, 2026, the Company had $1.1 million in unrestricted cash and 10.1 million of net accounts receivable, mainly consisting of patient accounts receivable and rent receivables.

Current wording

At June 30, 2026, the Company had $1.7 million in unrestricted cash and $10.3 million of net accounts receivable, mainly consisting of patient accounts receivable and rent receivables.

Previous wording

As of March 31, 2026, the Company had $42.6 million in indebtedness, net of $0.8 million of deferred financing costs, and unamortized discounts. The Company anticipates net principal repayments of approximately $8.1 million during the next twelve-month period, consisting of approximately $4.1 million of routine debt service amortization, $0.2 million of bond debt payments, and $3.8 million of Southland's maturing debt.

Current wording

As of June 30, 2026, the Company had $42.6 million in indebtedness, net of $0.8 million of deferred financing costs, and unamortized discounts. The Company anticipates net principal repayments of approximately $8.0 million during the next twelve-month period, consisting of approximately $4.0 million of routine debt service amortization, $0.2 million of bond debt payments, and $3.8 million of Southland's maturing debt.

Previous wording

Net cash used in investing activities—was approximately $65.0 thousand. This capital expenditure was primarily for leasehold improvements.

Current wording

Net cash used in investing activities —was approximately $0.9 million. This capital expenditure was primarily for leasehold improvements.

Previous wording

Net cash used in financing activities—was approximately $0.7 million. The cash was used to make routine payments totaling $0.4 million for our Senior debt obligations and $0.2 million for other debt; and cash used for the repurchase of our Series B Preferred Stock was $0.2 million.

Current wording

Net cash used in financing activities—was approximately $1.1 million. The cash was used to make routine payments totaling $0.9 million for our Senior debt obligations and $0.0 million for other debt; and cash used for the repurchase of our Series B Preferred Stock was $0.2 million.

Previous wording

Net cash provided by operating activities—was approximately $0.2 million. The positive cash flow from operating activities was mainly due to the timing of working capital accounts.

Current wording

Net cash provided by operating activities—was approximately $0.8 million. The positive cash flow from operating activities was mainly due to the timing of working capital accounts.

Previous wording

Net cash used in financing activities—was approximately $0.6 million. The cash was used to make routine payments totaling $0.4 million for our Senior debt obligations and $0.2 million for other debt.

Current wording

Net cash used in financing activities—was approximately $0.7 million. The cash was used to make routine payments totaling $0.8 million for our senior debt obligations, $0.6 million for other debt.

Previous wording

The Company subleased five facilities located in Ohio to the Aspire Sublessees, formerly affiliated with MSTC Development Inc., pursuant to the Aspire Subleases, whereby the Aspire Sublessees took possession of, and commenced operating, the Aspire Facilities as subtenant. The Company agreed to indemnify Aspire against any and all liabilities imposed on them as arising from the former operator, capped at $8.0 million. The Company has assessed the fair value of the indemnity agreements as not material to the financial statements at March 31, 2026. For further information see Note 7– Leases, to the consolidated financial statements included in Part I, Item 1 herein and also and Note 8 – Leases included in Part II, Item 8 of the Annual Report.

Current wording

The Company subleased five facilities located in Ohio to the Aspire Sublessees, formerly affiliated with MSTC Development Inc., pursuant to the Aspire Subleases, whereby the Aspire Sublessees took possession of, and commenced operating, the Aspire Facilities as subtenant. The Company agreed to indemnify Aspire against any and all liabilities imposed on them as arising from the former operator, capped at $8.0 million. The Company has assessed the fair value of the indemnity agreements as not material to the financial statements at June 30, 2026. For further information see Note 7– Leases, to the consolidated financial statements included in Part I, Item 1 herein and also Note 8 – Leases included in Part II, Item 8 of the Annual Report.
Rearranged current paragraphs (10)

Current report — wording carried from elsewhere

These changes resulted in increased patient care revenues and patient care expenses in Healthcare Services, the addition of pharmacy revenues and related cost of goods sold in Pharmacy Services, and lower rental revenues in Real Estate because one property is no longer operated under a lease structure. Accordingly, the Company’s consolidated and segment results for the three and six months ended June 30, 2026 are not directly comparable to the prior-year period.

Current report — wording carried from elsewhere

On February 27, 2026, the Company and Erin Property Holdings, LLC (the “Borrower”) entered into two Forbearance Agreements with effective dates of February 1, 2026 (the “Forbearance Agreements”) with Cadence Bank, N.A. (the

Current report — wording carried from elsewhere

Loss on Lease Termination—There were no expenses related to lease terminations for the three months ended June 30, 2026 and for the same period in 2025.

Current report — wording carried from elsewhere

Rental revenues—Rental revenue decreased by $1.1 million to $1.7 million for the six months ended June 30, 2026, compared with $2.8 million for the same period in 2025. The 41.3% decrease is primarily due to transition of the Autumn Breeze, Georgetown and Sumter facilities to our Healthcare Services segment.

Current report — wording carried from elsewhere

Pharmacy revenue— Pharmacy revenues were $17.2 million for the six months ended June 30, 2026. These revenues reflect the Pharmacy Services segment added in connection with the SunLink merger. There was no comparable Pharmacy Services revenue for the six months ended June 30, 2025.

Current report — wording carried from elsewhere

Cost of goods sold—Cost of goods sold was $10.6 million for the six months ended June 30, 2026 and relates to the cost of pharmacy products sold or rented by the Pharmacy Services segment. There was no comparable cost of goods sold for the six months ended June 30, 2025.

Current report — wording carried from elsewhere

Patient care expense—Patient care expense was $20.4 million for the six months ended June 30, 2026 compared with $11.6 million for the same period in 2025. The current period expense increase of $8.8 million was primarily due to the transition of the Autumn Breeze, Georgetown, and Sumter facilities to the Healthcare Services segment and to a lesser extent an increase in census at our Glenvue facility.

Current report — wording carried from elsewhere

Facility rent expense—Facility rent was $0.5 million for the six months ended June 30, 2026, which was generally consistent for the six months ended June 30, 2025.

Current report — wording carried from elsewhere

Depreciation and amortization—Depreciation and amortization was $1.5 million for the six months ended June 30, 2026, compared to $0.8 million for the same period in 2025. The 83.7% increase was primarily was primarily due to depreciation on assets acquired in the SunLink acquisition.

Current report — wording carried from elsewhere

Credit loss expenses—Credit loss expense was $0.4 million for the six months ended June 30, 2026, compared to $0.5 million for the same period in 2025. The loss primarily represents reserves taken against patient accounts receivable in the period.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net cash used by operating activities—was approximately $0.9 million. The negative cash flow from operating activities was mainly due to the timing of working capital accounts.