Regional Health Properties Inc 2023年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesտNoց ց Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. YesցNoտ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). YesցNoտ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany 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 filerտNon-accelerated filerցEmerging growth companyտ Accelerated filerտSmaller reporting companyց If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.տIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.տ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesտNoց The aggregate market value of Regional Health Properties, Inc.’s common stock, no par value, held by non-affiliates as of June 30, 2023,the last business day of Regional Health Properties, Inc.’s most recently completed second fiscal quarter was $5,980,720. The number of sharesof Regional Health Properties, Inc., common stock, no par value, outstanding as of March 16, 2024, was 1,839,028. Regional Health Properties, Inc.Form 10-KTable of Contents Part IItem 1. Business4Item 1A. Risk Factors23Item 1B. Unresolved Staff Comments42Item 1C. Cybersecurity42Item 2.Properties43Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities46Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item 7A. Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary DataItem 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure105Item 9A. Controls and Procedures105Item 9B. Other Information106Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections106Part IIIItem 10.Directors, Executive Officers and Corporate Governance107Item 11.Executive Compensation114Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters126Item 13.Certain Relationships and Related Transactions, and Director Independence129Item 14.Principal Accountant Fees and Services130Part IVItem 15.Exhibits, Financial Statement Schedules131Item 16.Form 10-K Summary144Signatures145 Statement Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K (this “Annual Report”) contain “forward-looking” informationas that term is defined by the Private Securities Litigation Reform Act of 1995. Any statements that do not relate tohistorical or current facts or matters are forward-looking statements. Examples of forward-looking statements includeall statements regarding our expected future financial position, results of operations, cash flows, liquidity, financingand 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, governmentalregulations. You can identify some of the forward-looking statements by the use of forward-looking words such as“anticipate,” “believe,” “plan,” “estimate,” “exp