ATLANTA, Oct. 19, 2017 /PRNewswire/ -- Regional
Health Properties, Inc. (NYSE American: RHE) (NYSE American:
RHEpA) today announced that as a result of the completion of the
previously announced merger (the "Merger") with its former parent,
AdCare Health Systems, Inc. ("AdCare"), the company has regained
compliance with certain NYSE American LLC (the "Exchange")
continued listing standards. At the effective time of the Merger,
AdCare's common stock (NYSE American: ADK) and 10.875% Series A
Cumulative Redeemable Preferred Stock (NYSE American: ADKpA) ceased
trading and the Regional Health Properties' common stock and
10.875% Series A Cumulative Redeemable Preferred Stock commenced
trading.
Prior to the Merger with Regional Health Properties, AdCare
received notification from the Exchange that AdCare was not in
compliance with the continued listing standards relating to
stockholders' equity contained in Section 1003(a)(i), Section
1003(a)(ii) and Section 1003(a)(iii) of the Exchange's company
guide. By completing the Merger, the company ensured the effective
adoption of certain charter provisions restricting the ownership
and transfer of the company's common stock. Such ownership
and transfer restrictions, among other things, permit the company,
under applicable accounting guidance, to classify the company's
10.875% Series A Cumulative Redeemable Preferred Shares as
permanent equity on the company's consolidated balance
sheet.
With this latest notice, the NYSE American has confirmed that
Regional Health Properties has cured the previously cited
deficiency and has regained compliance with the Exchange's
continued listing standards relating to stockholders' equity.
Going forward, the company will be subject to the Exchange's normal
continued listing monitoring. In addition, in the event that the
company is again determined to be noncompliant with any of the
Exchange's continued listing standards within twelve (12) months of
this notice, the Exchange will consider the relationship between
the company's previous noncompliance and such new event of
noncompliance and may initiate abbreviated compliance procedures or
immediate delisting proceedings.
In addition, Allan J. Rimland,
the President, Chief Executive Officer, Chief Financial Officer and
a director of the company resigned, effective October 17, 2017, from all positons he held with
the company and its subsidiaries for personal reasons and to
explore other career opportunities. Mr. Rimland's resignation is
not the result of any disagreement with the company on any matter
relating to the company's operations, policies or practices.
The Board of Directors has appointed Brent Morrison, a director of the company, to
serve as its interim Chief Executive Officer and E. Clinton Cain, the company's Senior Vice
President, Chief Accounting Officer and Controller, to serve as its
interim Chief Financial Officer. In addition, the Board of
Directors established a Strategic Finance Committee of the Board,
composed of Brian Szames and
David A. Tenwick, to assist and
advise Messrs. Morrison and Cain with respect to financial
strategy. The Board is undertaking a search for a new Chief
Executive Officer and Chief Financial Officer, and Mr. Cain is
being considered for the Chief Financial Officer position.
About Regional Health Properties
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE
American: RHEpA) 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 sublease
transactions. Regional Health Properties currently owns, leases or
manages for third parties 30 facilities. 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 future events and developments and our future
performance, as well as management's expectations, beliefs, plans,
estimates or projections relating to the future, 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; and other factors discussed from time to
time in our news releases, public statements and documents filed by
us with the Securities and Exchange Commission from time to time,
including our Annual Report on Form 10K, 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.
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SOURCE Regional Health Properties, Inc.