UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 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 or organ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ 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) (State or other jurisdiction of i ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q For the transition period from to Commission File Number 001-33135 (Mark One) Regional Health Properties, Inc. ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 (Exact name of registrant as specified in its charter) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (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, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation) Georgia 81-5166048 (I.R.S. Employer Identification Numbe ...

Financial Difficulties and Liabilities - Over the past three years, four operators have faced financial or legal difficulties, resulting in non-payment of rent or bankruptcy, which could impact rental revenue significantly [118] - The company is currently a defendant in 10 professional and general liability actions, with claims seeking unspecified compensatory and punitive damages for alleged negligence or understaffing [137] - The self-insurance reserve for professional and general liability claims was $0.1 million as of December 31, 2022, and $0.2 million as of December 31, 2021, indicating potential exposure to significant liabilities [139] - The company maintains insurance for its Healthcare Services segment, but for claims prior to January 1, 2020, it is self-insured, which may lead to substantial liabilities if claims exceed reserves [139] - Changes in reimbursement rates from governmental and private payors could adversely affect the financial condition of tenants, impacting their ability to meet lease obligations [134] - The healthcare industry faces pressure from government and private payors to control costs, which may lead to reduced reimbursement rates for services provided by tenants [131] - The company may incur substantial additional expenses related to licensing and repositioning properties if tenants default or do not renew leases [123] - The COVID-19 pandemic has exacerbated financial difficulties for certain lessees, potentially leading to further rent deferrals or lease modifications unfavorable to the company [118] Financial Performance and Liquidity - The company has approximately $52.2 million in indebtedness as of December 31, 2022, with net principal repayments of approximately $1.8 million anticipated in the next twelve months [153] - The company reported a net loss of $6.9 million for the year ended December 31, 2022, and had $0.8 million in cash at that date [156] - Accumulated accrued and unpaid dividends on the Series A Preferred Stock amounted to $45.9 million as of December 31, 2022 [163] - The company is undertaking measures to increase liquidity, including refinancing debt, increasing lease revenue through acquisitions, and reducing general and administrative expenses [158] - The company relies on external sources of capital, and its ability to raise funds is influenced by market conditions and the performance of its capital stock [160] - The company’s real estate investments are relatively illiquid, limiting its ability to respond promptly to economic changes [152] Regulatory and Compliance Risks - The company faces risks associated with healthcare reform legislation that could adversely affect its operations and those of its tenants [143] - The company’s tenants are subject to extensive regulations, and non-compliance could impact their ability to make lease payments [146] - The company maintains various security controls, but there is a risk of data security incidents that could adversely affect its operations [147] - The company’s ability to incur additional debt is subject to compliance with financial covenants, and breaches could materially affect its operations [164] Dividend and Stock Issues - The company has $45.9 million of undeclared preferred stock dividends in arrears as of December 31, 2022 [173] - The quarterly dividend payment for the Series A Preferred Stock has been suspended indefinitely since the fourth quarter of 2017 [177] - The annual dividend rate on the Series A Preferred Stock will increase from 10.875% to 12.875% if the stock is not listed on a national exchange for 180 consecutive days [186] - The company is currently unable to pay dividends on its stock, including common and Series A Preferred Stock [176] - The ability of the company's subsidiaries to pay dividends is dependent on their earnings and may be restricted by agreements governing their indebtedness [174] Market and Management Risks - The market price of the common stock and Series A Preferred Stock has fluctuated significantly due to various factors, including economic conditions and investor interest [168] - The company may face challenges in securing indebtedness or refinancing existing indebtedness due to economic conditions and credit market turbulence [166] - The ownership and transfer restrictions in the company's Charter may prevent or restrict the acquisition or transfer of shares of common stock [178] - The company is subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act, which may strain its resources [187] - The loss of key management personnel could adversely affect the company's ability to manage its business and achieve its objectives [189] - Directors and officers own a significant number of shares, allowing them to influence major corporate actions such as mergers and reorganizations [191] - Control by directors may deter hostile takeovers and limit other shareholders' ability to approve transactions [191] - Smaller reporting companies are not required to disclose quantitative and qualitative market risk information [317]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ 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 Georgia 81-5166048 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number) 454 Satellite B ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ 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) (State or other jurisdiction of incorp ...

[Part I. FINANCIAL INFORMATION](index=3&type=section&id=Part%20I.%20FINANCIAL%20INFORMATION) This section provides the company's financial statements, management's analysis of financial condition and operations, market risk disclosures, and internal controls for the first quarter of 2022 [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company experienced a **net loss of $2.9 million** in Q1 2022, a decline in total assets, and negative operating cash flow, primarily due to increased doubtful accounts expense [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Summary (in thousands) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Total Assets | $102,556 | $105,696 | | Total Liabilities | $95,022 | $95,300 | | Total Stockholders' Equity | $7,534 | $10,396 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Consolidated Statements of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Total Revenues | $6,648 | $7,081 | | Total Expenses | $7,987 | $5,966 | | Net (Loss) Income | $(2,927) | $21 | | Net Loss per Share (Basic and Diluted) | $(2.89) | $(1.32) | - The significant increase in total expenses was primarily driven by a **$1.76 million** doubtful accounts expense in Q1 2022, compared to only **$40,000** in Q1 2021[13](index=13&type=chunk) [Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) - Total stockholders' equity decreased from **$10.4 million** at the end of 2021 to **$7.5 million** at the end of Q1 2022, primarily due to the **net loss of $2.9 million** for the quarter[15](index=15&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net Cash (Used) Provided by Operating Activities | $(1,579) | $2,350 | | Net Cash Used in Investing Activities | $(80) | $(33) | | Net Cash Used in Financing Activities | $(673) | $(622) | | Net Change in Cash and Restricted Cash | $(2,332) | $1,695 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) - The company is a self-managed real estate investment company focused on long-term care and senior living facilities. It undertakes portfolio stabilization measures, such as directly operating facilities when business conditions require[20](index=20&type=chunk)[22](index=22&type=chunk) - The COVID-19 pandemic has adversely affected the business, with tenants experiencing increased costs, declining occupancy, and reduced ability to make rental payments. For Q1 2022, the company received only **64%** of its anticipated fixed monthly rental receipts[29](index=29&type=chunk)[30](index=30&type=chunk)[35](index=35&type=chunk) - As of March 31, 2022, the company has **$39.1 million** of undeclared Series A Preferred Stock dividends in arrears due to an indefinite suspension of payments since Q4 2017. The dividend rate on this stock has increased to **12.875%** as a result[68](index=68&type=chunk)[136](index=136&type=chunk) - The company has two reporting segments: Real Estate Services, which generated a loss from operations of **$0.8 million**, and Healthcare Services (operation of the Tara Facility), which generated a loss of **$0.5 million** in Q1 2022[160](index=160&type=chunk)[163](index=163&type=chunk) - Subsequent to the quarter end, in April and May 2022, the company became the licensed operator for three additional facilities (Meadowood, Lumber City, and LaGrange) and entered into management agreements with third parties to operate them[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the adverse impact of COVID-19 on tenant rent payments, leading to a **14.1% decrease** in patient care revenues and a significant increase in doubtful accounts expense, challenging the company's liquidity [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Results of Operations Comparison (in thousands) | Line Item | Q1 2022 | Q1 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $6,648 | $7,081 | (6.1)% | | Patient Care Revenues | $2,311 | $2,690 | (14.1)% | | Doubtful Accounts Expense | $1,761 | $40 | NM | | Total Expenses | $7,987 | $5,966 | 15.4% | | Net (Loss) Income | $(2,927) | $21 | NM | - The **14.1% decrease** in patient care revenues was primarily due to lower occupancy at the company-operated Tara Facility[209](index=209&type=chunk) - Doubtful accounts expense surged to **$1.8 million** due to provisions for non-payment of rent from tenant operators and impairment of straight-line rent associated with lease terminations[217](index=217&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2022, the company had **$4.5 million** in unrestricted cash, which includes a **$1.5 million** Medicaid overpayment expected to be repaid[221](index=221&type=chunk) - Cash flow from operations was negative **$1.6 million** for Q1 2022, primarily due to unpaid rent payments from tenants[222](index=222&type=chunk) - Total indebtedness was **$52.9 million** as of March 31, 2022, with anticipated principal repayments of approximately **$2.3 million** over the next twelve months[225](index=225&type=chunk) - The company has **$39.1 million** in undeclared preferred stock dividends in arrears as of March 31, 2022, due to the ongoing suspension of Series A Preferred Stock dividends[231](index=231&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, as a smaller reporting company, is not required to provide disclosure for this item - Disclosure under this item is not required as the company qualifies as a smaller reporting company[244](index=244&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2022, due to a material weakness in internal controls stemming from insufficient corporate accounting resources - Management concluded that the company's disclosure controls and procedures are not effective as of the end of the reporting period[246](index=246&type=chunk) - A material weakness exists in internal controls over financial reporting due to a lack of necessary corporate accounting resources resulting from recent departures of accounting and financial reporting personnel[247](index=247&type=chunk) [Part II. OTHER INFORMATION](index=42&type=section&id=Part%20II.%20OTHER%20INFORMATION) This section details legal proceedings, key risk factors, defaults on senior securities, and other significant corporate information [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including liability claims and a fair labor standards action, with a **$0.1 million** self-insurance reserve recorded - The company is involved in various legal proceedings, including professional/general liability claims and a fair labor standards action[250](index=250&type=chunk)[253](index=253&type=chunk) - A new negligence action was filed on February 8, 2022, related to an alleged assault at a facility operated by a tenant, Symmetry Healthcare. The company is indemnified by the tenant[252](index=252&type=chunk) - As of March 31, 2022, the company maintained a self-insurance reserve of **$0.1 million** for professional and general liability claims, included in Accrued expenses[255](index=255&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the adverse impact of the COVID-19 pandemic on tenant rent payments, substantial indebtedness of **$52.8 million**, and significant revenue concentration from key tenant affiliates - The COVID-19 pandemic continues to pose a significant risk, adversely affecting tenants' operations through decreased occupancy and increased costs, which may impact their ability to pay rent[258](index=258&type=chunk)[259](index=259&type=chunk) - The company has substantial indebtedness of approximately **$52.8 million**, which could increase vulnerability to adverse economic conditions and limit financial flexibility[268](index=268&type=chunk) - A significant portion of revenues is dependent on tenants affiliated with C.R. Management (**6 facilities**) and Aspire (**5 facilities**), creating a tenant concentration risk[270](index=270&type=chunk) [Defaults upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company is in default on its Series A Preferred Stock due to suspended dividend payments since Q4 2017, resulting in **$39.1 million** in arrears and an increased dividend rate - The company has suspended dividend payments on its Series A Preferred Stock since Q4 2017, resulting in **$39.1 million** of undeclared dividends in arrears[272](index=272&type=chunk) - As a result of the missed payments, the annual dividend rate on the Series A Preferred Stock has increased to **12.875%**[272](index=272&type=chunk) [Other Information](index=45&type=section&id=Item%205.%20Other%20Information) Paul O'Sullivan was appointed as the company's principal financial officer and principal accounting officer, effective May 26, 2022 - Effective May 26, 2022, Paul O'Sullivan was appointed as the company's principal financial officer and principal accounting officer[274](index=274&type=chunk)

Part I [Business](index=4&type=section&id=Item%201.%20Business) Regional Health Properties, Inc. is a self-managed REIT focused on long-term care and senior living facilities, operating through Real Estate Services and a new Healthcare Services segment, significantly impacted by COVID-19 and government regulations - The company operates through two primary segments: Real Estate Services (leasing to third-party tenants) and Healthcare Services (direct operation of facilities, initiated **January 1, 2021**, for portfolio stabilization)[13](index=13&type=chunk)[354](index=354&type=chunk) Portfolio Summary as of December 31, 2021 | Category | Facilities | Beds/Units | | :--- | :--- | :--- | | **Total Portfolio** | 24 | 2,587 | | **By Ownership** | | | | Owned | 12 | 1,272 | | Leased | 8 | 849 | | Leased Operating | 1 | 134 | | Managed for Third-Parties | 3 | 332 | | **By Facility Type** | | | | Skilled Nursing | 21 | 2,248 | | Assisted Living | 2 | 256 | | Independent Living | 1 | 83 | - The business strategy emphasizes current portfolio investment, new skilled nursing facility acquisitions, capital provision to underserved operators, and resolution of legacy liability claims[43](index=43&type=chunk)[44](index=44&type=chunk)[48](index=48&type=chunk) - The COVID-19 pandemic has adversely impacted the company and its tenants, causing increased operating costs, declining occupancy, and potential disruptions from staffing shortages[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) - A significant portion of tenant revenue relies on government reimbursement programs like Medicare and Medicaid, subjecting the company and tenants to extensive regulations and compliance costs[58](index=58&type=chunk)[59](index=59&type=chunk)[89](index=89&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, capital structure, and market risks, including tenant dependence, COVID-19 impacts, substantial debt, and preferred stock dividend arrearages - Portfolio stabilization measures, such as directly operating the Tara Facility, expose the company to tenant-like operational and financial risks, including earnings volatility[103](index=103&type=chunk) - Revenue concentration with C.R. Management and Aspire-affiliated tenants poses a material risk if these operators fail to meet lease obligations[107](index=107&type=chunk) - The COVID-19 pandemic presents significant risks, including reduced occupancy, increased tenant operating costs, rent deferrals, and potential negative impacts on property values[105](index=105&type=chunk)[106](index=106&type=chunk) - The company carries substantial indebtedness of approximately **$52.9 million** as of **December 31, 2021**, increasing vulnerability and limiting operational flexibility[150](index=150&type=chunk) - Suspension of Series A Preferred Stock dividends in 2017 resulted in **$36.9 million** of accumulated unpaid dividends by **December 31, 2021**, restricting common stock dividends and equity capital raising[152](index=152&type=chunk)[159](index=159&type=chunk)[169](index=169&type=chunk) [Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section is not applicable as the company qualifies as a smaller reporting company - Disclosure under Item 1B is not required for smaller reporting companies[186](index=186&type=chunk) [Properties](index=39&type=section&id=Item%202.%20Properties) As of December 31, 2021, the company's portfolio comprised 24 facilities, primarily SNFs, with declining occupancy rates throughout 2021 and a significant portion of lease revenue expiring in 2027 Portfolio Occupancy Rate Trend (2021) | Quarter Ended | Occupancy (%) | | :--- | :--- | | March 31, 2021 | 68.6% | | June 30, 2021 | 67.7% | | September 30, 2021 | 66.7% | | December 31, 2021 | 65.1% | Lease Expiration Schedule by Annual Lease Revenue | Year | Number of Facilities | Annual Lease Revenue ($'000s) | Percent of Total (%) | | :--- | :--- | :--- | :--- | | 2022 | 1 | — | 0.0% | | 2023 | 1 | 263 | 1.9% | | 2024 | 1 | 965 | 7.1% | | 2025 | 2 | 2,219 | 16.2% | | 2027 | 7 | 5,241 | 38.3% | | Thereafter | 8 | 5,004 | 36.5% | - The Meadowood facility lease terminates on **April 1, 2022**, requiring the company to secure a new tenant, operate the facility, or close it by **June 1, 2022**[188](index=188&type=chunk)[194](index=194&type=chunk) [Legal Proceedings](index=41&type=section&id=Item%203.%20Legal%20Proceedings) The company is a defendant in various legal actions, primarily professional and general liability claims from past SNF operations, with unpredictable outcomes that could materially affect financial condition - The company is involved in various legal proceedings, including claims of patient injury or death from services provided during its SNF operations[196](index=196&type=chunk) - The company intends to vigorously defend most claims, but acknowledges unpredictable outcomes could materially impact its financial condition[197](index=197&type=chunk) [Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[199](index=199&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=42&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NYSE American under "RHE", with Series A Preferred Stock dividends suspended since Q4 2017, leading to a **12.875%** dividend rate and no common stock dividends until arrearages are cleared - The company's common stock is listed on the NYSE American under the symbol **"RHE"**[202](index=202&type=chunk) - Series A Preferred Stock dividend payments have been suspended since **Q4 2017**, preventing common stock dividends until all accumulated preferred dividends are settled[205](index=205&type=chunk) - Failure to pay dividends for over four consecutive periods increased the Series A Preferred Stock annual dividend rate to **12.875%**, effective **October 1, 2018**[205](index=205&type=chunk) - No open-market repurchases of common or preferred stock occurred during the three months ended **December 31, 2021**[206](index=206&type=chunk) [[Reserved]](index=42&type=section&id=Item%206.%20%5BReserved%5D) This section is not applicable - Not applicable[206](index=206&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal year 2021 saw total revenues increase by **51.8%** to **$26.7 million** due to the new Healthcare Services segment, but net loss widened to **$1.2 million**, with liquidity challenges from **$52.9 million** in debt and **$36.9 million** in preferred dividend arrearages Consolidated Statements of Operations Summary (in thousands) | Line Item | 2021 | 2020 | Change (%) | | :--- | :--- | :--- | :--- | | **Total revenues** | **$26,690** | **$17,579** | **51.8%** | | Patient care revenues, net | $9,485 | $— | NM | | Rental revenues | $16,093 | $16,325 | (1.4)% | | **Total expenses** | **$24,112** | **$15,285** | **57.7%** | | Patient care expense | $9,243 | $— | NM | | General and administrative | $3,904 | $3,373 | 15.7% | | **Income from operations** | **$2,578** | **$2,294** | **12.4%** | | **Net loss** | **($1,182)** | **($688)** | **71.8%** | - The significant increase in total revenue and expenses in 2021 is primarily attributable to the new Healthcare Services segment, initiated by taking over Tara Facility operations on **January 1, 2021**[250](index=250&type=chunk)[253](index=253&type=chunk) - As of **December 31, 2021**, total indebtedness was **$52.9 million**, with anticipated net principal repayments of approximately **$1.9 million** in the next twelve months[268](index=268&type=chunk) - Undeclared preferred stock dividends in arrears totaled approximately **$36.9 million** as of **December 31, 2021**, providing liquidity but increasing the dividend rate to **12.875%** due to suspension since **Q4 2017**[267](index=267&type=chunk) - Net cash provided by continuing operations increased to **$5.2 million** in 2021 from **$2.5 million** in 2020, partly due to a **$1.5 million** Medicaid overpayment expected to be repaid[284](index=284&type=chunk)[285](index=285&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - Disclosure under Item 7A is not required for smaller reporting companies[324](index=324&type=chunk) [Financial Statements and Supplementary Data](index=63&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2021 and 2020, with Cherry Bekaert LLP issuing an unqualified opinion, highlighting COVID-19 impacts and patient care revenue recognition as critical matters - The independent auditor, Cherry Bekaert LLP, issued an unqualified (clean) opinion on the consolidated financial statements[330](index=330&type=chunk) - The auditor's report includes an "Emphasis of Matter" paragraph detailing the ongoing adverse effects of the COVID-19 pandemic on company operations[334](index=334&type=chunk) - A "Critical Audit Matter" was identified regarding patient care revenue recognition due to significant management judgment in estimating variable consideration, including implicit price concessions from payors[335](index=335&type=chunk)[336](index=336&type=chunk) Consolidated Balance Sheet Summary (in thousands) | Account | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$105,696** | **$108,025** | | Property and equipment, net | $50,127 | $52,533 | | Right-of-use operating lease assets | $29,909 | $33,740 | | Cash and restricted cash | $9,848 | $7,492 | | **Total Liabilities** | **$95,300** | **$96,921** | | Senior debt, net | $46,043 | $47,275 | | Operating lease obligation | $32,059 | $35,884 | | **Total Stockholders' Equity** | **$10,396** | **$11,104** | [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](index=113&type=section&id=Item%209.%20Changes%20In%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure were reported - None reported[575](index=575&type=chunk) [Controls and Procedures](index=113&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of **December 31, 2021**, with no material changes in Q4 2021 - Management concluded that the company's disclosure controls and procedures were effective as of **December 31, 2021**[577](index=577&type=chunk) - Based on the COSO framework, management concluded that the company maintained effective internal control over financial reporting as of **December 31, 2021**[579](index=579&type=chunk) - No material changes were made to the company's internal control over financial reporting during the **fourth quarter of 2021**[582](index=582&type=chunk) [Other Information](index=114&type=section&id=Item%209B.%20Other%20Information) No other information is reported - None[583](index=583&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=114&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable to the company - Not applicable[584](index=584&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=115&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's executive team includes CEO Brent Morrison and CFO Benjamin A. Waites, with a five-member Board of Directors, three of whom are independent and form the Audit Committee, including the designated financial expert - The executive officers are Brent Morrison (CEO & President) and Benjamin A. Waites (CFO & Vice President)[590](index=590&type=chunk) - The Board has determined that directors Michael J. Fox, Kenneth W. Taylor, and David A. Tenwick are independent[644](index=644&type=chunk) - The Audit Committee comprises three independent directors, with Kenneth W. Taylor designated as the "audit committee financial expert"[602](index=602&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees[605](index=605&type=chunk) [Executive Compensation](index=119&type=section&id=Item%2011.%20Executive%20Compensation) In fiscal year 2021, CEO Brent Morrison received **$507,440** and CFO Benjamin A. Waites received **$531,440** in total compensation, with a significant portion from restricted stock awards and non-employee directors receiving **$24,000** in cash 2021 Summary Compensation Table | Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Brent Morrison (CEO) | 200,000 | — | 307,440 | 507,440 | | Benjamin A. Waites (CFO) | 175,000 | 49,000 | 307,440 | 531,440 | - On **July 1, 2021**, CEO Brent Morrison entered a three-year employment agreement with an annual base salary of **$220,000** and eligibility for an annual bonus up to **125%** of his base salary[614](index=614&type=chunk) - Both the CEO and CFO received restricted stock grants of **24,000 shares** each on **July 1, 2021**, vesting in one-third increments on **January 1** of 2022, 2023, and 2024[615](index=615&type=chunk)[621](index=621&type=chunk) - Non-employee director compensation for the year ended **December 31, 2021**, was **$24,000** in cash, plus **$1,000** for each in-person meeting attended[627](index=627&type=chunk)[628](index=628&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=124&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **February 18, 2022**, directors and executive officers collectively owned **12.8%** of outstanding common stock, with **163,000** securities remaining for future issuance under the 2020 Equity Incentive Plan - As of **February 18, 2022**, all directors and executive officers as a group beneficially owned **233,522 shares**, representing **12.8%** of the outstanding common stock[635](index=635&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2021) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | 13,406 | $47.53 | 163,000 | | Not approved by security holders | 42,969 | $52.71 | N/A | [Certain Relationships and Related Transactions, and Director Independence](index=126&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The Board has determined that three of its five directors are independent under NYSE American standards, and the company requires independent director approval for all related party transactions - The Board has affirmatively determined that directors Michael Fox, David Tenwick, and Kenneth Taylor are independent[644](index=644&type=chunk) - The company consistently requires independent directors to approve any related party transactions[643](index=643&type=chunk) [Principal Accountant Fees and Services](index=127&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Cherry Bekaert, LLP served as the independent registered public accounting firm, billing **$212,000** in total fees for fiscal year 2021, a decrease from 2020, with all services pre-approved by the Audit Committee Accountant Fees (in thousands) | Fee Type | 2021 | 2020 | | :--- | :--- | :--- | | Audit fees | $207 | $236 | | Audit-related fees | $5 | $— | | Tax fees | $— | $— | | All other fees | $— | $— | | **Total fees** | **$212** | **$236** | - All audit and non-audit services provided by the independent registered public accounting firm were pre-approved by the Audit Committee[650](index=650&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=128&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section provides a list of financial statements from Item 8 and an index of all exhibits, including governance documents, material contracts, and certifications, with financial statement schedules omitted - This section contains a list of the financial statements filed with the report and an index of all exhibits, such as material contracts and governance documents[652](index=652&type=chunk)[653](index=653&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☐ 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) (State or other jurisdiction of incorporation) Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended Septe ...