Regional Health Properties Reports Fourth Quarter 2021 and Full-Year Financial Results

Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, and operation of such real estate when required, reported results for the year ended December 31, 2021.

Business Update

• Commenced Exchange Offer for Series A Preferred Shares to streamline capital structure

• Collected 94.1% of fourth-quarter 2021 contractual cash rent

Brent Morrison, Regional Health Properties’ Chief Executive Officer and President commented, “Earlier today we announced the commencement of an exchange offer for our Series A Preferred Shares as part of our ongoing efforts to streamline our capital structure and position the company for future success. With the support of our shareholders, Regional stands to be well-positioned to weather industry challenges brought on by the COVID pandemic. Occupancy rates were relatively flat in the fourth quarter as a result of the Omicron variant and healthcare staffing shortages. Rent coverage metrics were weighed down by increased use of agency staffing in the facilities by our operators, which was necessitated by pandemic-related headwinds. We remain optimistic these industry pressures will abate in the coming months.”

Management periodically monitors several facility performance metrics, including rent coverages both before and after management fees. In the fourth quarter of 2021, the Company’s portfolio rent coverage before management fees was 1.69 x and rent coverage after management fees was 1.20 x. Occupancy and skilled mix for the Company’s portfolio was 65.1% and 27.6% for the fourth quarter of 2021, respectively. These data exclude the impact of three managed facilities located in Ohio.

Rent Collections and Operational Changes

As of the quarter ended December 31, 2021, we collected 94.1% of contractual cash due for the fourth quarter of 2021.

The operators of the Company’s facilities provide a range of healthcare services to their patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. Effective January 1, 2021, due to an agreement to terminate the subleases for two skilled nursing facilities in the fourth quarter of 2020 (the “Wellington Transition”), the Company commenced operation of one previously subleased facility as a portfolio stabilization measure and subleased the other facility, with a variable performance-based rent component to a new operator. Additionally, absent from securing a new tenant for another currently subleased 161-bed assisted living facility, due to the current tenant losing their license (the “Meadowood Involuntary Lease Termination”) on or around April 1, 2022, the Company has plans underway to operate the facility starting on April 1, 2022.

Accordingly, as of January 1, 2021, the Company has two primary reporting segments: (i) real estate services, which consists of the leasing and subleasing of long-term care and senior living facilities to third-party tenants, including the Company’s management of three facilities on behalf of third-party owners (“Real Estate Services”); and (ii) healthcare services, which as of the date of this Press Release consists of the operation of a skilled nursing facility (“Healthcare Services”).

Summary of Financial Results for the Three and 12 Months Ended December 31, 2021

Total Patient care revenues for our new Healthcare Services segment in the fourth quarter of 2021 was $2.0 million. Total Patient care revenues for the 12 months ended December 31, 2021, was $9.5 million. Patient care revenues for our new healthcare services are from the operations of a 134-bed skilled nursing facility, the “Tara Facility”, which the Company commenced operating on January 1, 2021, as a part of the Wellington Transition.

Patient care expense of $2.3 million and $9.2 million for the three months and twelve months ended December 31, 2021, respectively relates to the costs of operating the Tara Facility.

Total rental revenues on our Real Estate segment, in the fourth quarter of 2021 increased 20.0% to $4.1 million, from $3.4 million in the fourth quarter of 2020. Total rental revenues for the 12 months ended December 31, 2021, decreased by 1.4% to $16.1 million, from $16.3 million for the twelve months ended December 31, 2020. The decrease is primarily a result of the Wellington Transition, partially offset by variable and straight-line rent for the facility subsequently subleased to the new operator.

Depreciation and amortization slightly decreased in the fourth quarter of 2021 compared to the fourth quarter of 2020. Depreciation and amortization decreased by approximately $0.3 million or 10.5%, to $2.6 million for the year ended December 31, 2021, compared with $2.9 million for the year ended December 31, 2020. The decrease is primarily due to the reduction in depreciation from fully depreciated equipment and computer-related assets in the current year.

General and administrative costs decreased 8.5%, to $951,000 for the fourth quarter of 2021, compared with $1,039,000 for the same period in 2020. The decrease for the fourth quarter is primarily related to $105,000 in management consulting services incurred for the Tara Facility and $179,000 of employee stock-based compensation incurred in the fourth quarter of 2021, offset by $372,000 lower contract services, legal, public reporting, and other expenses. General and administrative costs increased 15.7%, to $3.9 million for the twelve months ended December 2021, compared with $3.4 million for the same period in 2020. The increase is driven by approximately $0.5 million incurred in relation to the management fees paid to provide management consulting services for the Tara Facility and an increase of approximately $0.4 million compared with the prior period, is due to $481,000 of non-cash stock compensation for the issuance of employee restricted share awards in the current period offset by lower contract services, legal, and public reporting expenses.

Provision for doubtful accounts expense decreased by $0.1 million, or 34.2% in the fourth quarter of 2021 compared to the fourth quarter of 2020. Provision for doubtful accounts expense decreased by approximately $0.6 million, to approximately $0.3 million, for the twelve months ended December 31, 2021, compared with $0.9 million for the year ended December 31, 2020. The current period expense is due to a $0.3 million provision for doubtful accounts in our Healthcare Services segment and approximately $0.2 million related to the Meadowood Involuntary Lease Termination offset by approximately $0.2 million of Wellington rent receivable cash collections in excess of our prior year provision for non-payment of rent in our Real Estate Services segment. The prior period expense is related to approximately $1.4 million provision of outstanding rent arrears and other adjustments arising from one operator (Wellington) offset by approximately $0.5 million of rent collection from the prior year’s agreed operator payment plans.

Interest expense decreased slightly by $39,000, or 5.7%, to $647,000 for the fourth quarter of 2021 compared with $686,000 for the same period in 2020. Interest expense decreased by $0.1 million, or 3.9%, to $2.7 million for the twelve months ended December 31, 2021, compared with $2.8 million for the same period in 2020. The current period decreases are due to the repayment of our City of Springfield, Ohio First Mortgage Revenue Series 2012 B Bonds on May 3, 2021, and the effect of routine debt service amortization.

Gain on extinguishment of debt of $146,000 for the twelve months ended December 31, 2021, is due to the Paycheck Protection Program Loan debt forgiveness of $229,000 partially offset by $83,000 of deferred financing fees from the extinguishment of $5.1 million variable interest rate debt.

In early 2020, the Company began to investigate alternatives to retire or refinance our outstanding Series A Preferred Stock through privately negotiated transactions, open market repurchases, redemptions, exchange offers, tender offers, or otherwise. Costs associated with these efforts have been expensed as incurred in Other expense, net. Other expense, net which also includes other miscellaneous items, was approximately $353,000 and $982,000 for the three and twelve months ended December 31, 2021, respectively.

Gain from discontinued operations, net of tax, for the fourth quarter of 2021, was $52,000 compared to a loss of $51,000 for the same period of the prior year. Loss from discontinued operations, net of tax, for the twelve months ended December 31, 2021, was $45,000 compared to a loss of $84,000 for the same period of the prior year.

Net loss attributable to Regional Health Properties, Inc.’s common stockholders (excluding undeclared preferred dividends) in the fourth quarter of 2021 was $661,000 compared with $1,013,000 for the fourth quarter of 2020. Net loss attributable to Regional Health Properties, Inc.’s common stockholders (excluding undeclared preferred dividends) in the twelve months ended 2021 was $1.2 million compared with $0.7 million for the twelve months ended December 31, 2020.

Cash at December 31, 2021, totaled $6.8 million compared with $4.2 million at December 31, 2020. The increase in cash is primarily due to approximately $3.4 million of lease termination cash collected, $1.5 million Medicaid overpayment, and approximately $1.4 million in variable rent collections and $0.2 million of other net receipts partially offset by approximately $1.0 million paid for past due bed taxes related to the Wellington Transition and $2.9 million debt payments. Restricted cash at December 31, 2021, totaled $3.1 million compared to $3.3 million at December 31, 2020. Total debt outstanding amounted to $52.9 million at December 30, 2021, and $54.4 million at December 31, 2020 (net of $1.3 million and $1.4 million of deferred financing costs at December 31, 2021 and December 31, 2020, respectively).

About Regional Health Properties

Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHE-PA) is the successor to AdCare Health Systems, Inc., and is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions.

The Company currently owns, leases, manages for third parties, and operates, 24 facilities. The Company: (i) leased 10 skilled nursing facilities (“SNF’s”) (which the Company owns); (ii) subleased eight SNFs (which the Company leases) to third-party tenants; (iii) operated one SNF, as of January 1, 2021, previously subleased (which the Company leases); (iv) leased two assisted living facilities (which the Company owns) to third-party tenants; and (v) managed, on behalf of third-party owners, two SNF’s and one independent living facility. For more information, visit www.regionalhealthproperties.com.

Important Cautions Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,” “will,” “seeks,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. Statements in this press release regarding the terms and timing of the Exchange Offer are forward-looking statements.

Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those projected or contemplated by our forward-looking statements due to various factors, including, among others: our dependence on the operating success of our operators; the significant amount of, and our ability to service, our indebtedness; covenants in our debt agreements that may restrict our ability to make investments, incur additional indebtedness and refinance indebtedness on favorable terms; the availability and cost of capital; our ability to raise capital through equity and debt financings or through the sale of assets; the effect of increasing healthcare regulation and enforcement on our operators and the dependence of our operators on reimbursement from governmental and other third-party payors; the relatively illiquid nature of real estate investments; the impact of litigation and rising insurance costs on the business of our operators; the impact on us of litigation relating to our prior operation of our healthcare properties; the effect of our operators declaring bankruptcy, becoming insolvent or failing to pay rent as due; the ability of any of our operators in bankruptcy to reject unexpired lease obligations and to impede our ability to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor’s obligations; our ability to find replacement operators and the impact of unforeseen costs in acquiring new properties; the impact of COVID-19 on our business and the business of our operators, including without limitation, the extent and duration of the COVID-19 pandemic, increased costs experienced by our operators in connection therewith, and the extent to which government support may be available to our operators to offset such costs and the conditions related thereto; and other factors discussed from time to time in our news releases, public statements and documents filed by us with the SEC from time to time, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and we expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information about the Exchange Offer and Where to Find It

In connection with the proposed transaction, RHE filed with the SEC a registration statement on Form S-4 on June 1, 2021 (as amended on July 2, 2021, February 11, 2022, and February 22, 2022) that includes a proxy statement and that also constitutes a prospectus. The registration statement was declared effective by the SEC on February 25, 2022, at 9:00 a.m., Eastern Time. RHE filed the definitive proxy statement/prospectus in connection with the proposed transaction with the SEC. RHE commenced mailing the definitive proxy statement/prospectus to shareholders on or about February 28, 2022. RHE also filed with the SEC a joint statement on Schedule TO/13E-3 (the “Schedule TO/13E-3”) for the proposed transaction. RHE intends to file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the definitive proxy statement/prospectus or registration statement or any other document that RHE may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO/13E-3, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT RHE AND THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of the registration statement, the Schedule TO/13E-3 and the definitive proxy statement/prospectus and all other documents containing important information about RHE and the proposed transaction, once such documents are filed with the SEC, including the definitive proxy statement/prospectus, through the website maintained by the SEC at www.sec.gov. The proxy statement/prospectus included in the registration statement and additional copies of the proxy statement/prospectus will be available for free from RHE.

Participants in the Solicitation

RHE and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of RHE, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in RHE’s proxy statement for its 2021 Annual Meeting of Shareholders, which was filed with the SEC on October 22, 2021, and RHE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 22, 2022. Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction by reading the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from RHE using the sources indicated above.

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