Strawberry Inc.

Investor Presentation • Nov 9, 2024

11/07/2024 06:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 8, 2024

Strawberry Fields REIT, Inc.

(Exact name of registrant as specified in its charter)

(Commission file number)

Maryland 001-41628 84-2336054 (IRS employer identification no.)

South Bend, Indiana 46628

(Address of principal executive offices) (Zip Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

(State or other jurisdiction of incorporation)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

6101 Nimtz Parkway

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class registered	Trading Symbol(s)	Name of exchange on which registered
Common Stock, \$0.00001 par value	STRW	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(574) 807-0800 (Registrant's telephone number, including area code) Not Applicable

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the "Company") includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company's current growth rates and the Company's present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company's expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

Item 7.01 Regulation FD Disclosure.

On November 8, 2024, the Company issued a presentation regarding its financial results for the quarter ended September 30, 2024. Such presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act"), and shall not be incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Exhibit Name	Filed Herewith
99.1	Investor Presentation Dated November 8, 2024	*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this report (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STRAWBERRY FIELDS REIT, INC.

Date: November 8, 2024

By: /s/ Moishe Gubin Moishe Gubin Chief Executive Officer and Chairman

Exhibit 99.1

Disclaimer

The information contained in this presentation doe all-inclusive and neither the Company nor any of its subsidiaties or their respective stockholders affiliats, representatives, contres, members, marages, directors, offices, conployees, advisers or agents nake any representation of warranty, expess or implicd, as to the accuracy, completess or reliability of the information. You should consult with your own counsel and financial advisors as to legal and related natters concerning the matters described herein. To the fullest extent permitted by law, in no circumstances will the Company or any of its subsidiants or their respectives, control personatives, control persons, partners, manbers, manages, directors, offices, contisers or agents be responsible or linet, indinet or conscreatial loss of loss of bis of the sistem the necesses ansign connection therewith.

Forward-Looking Statements

Certain statenents in this presentation are "forvard-hoking statements" within the meaning of the U.S. federal securites laws. Forward-looking statements provide our current expectations of future events and are not statements of historical fact. These forvard-looking statements include information about possible or assumed future events, including, among other things, discussion and analysis of our financial condition, results of operations, FFO, our strategic plans and objectives, cost management, potentisitors, anticipated capital expenditures (and access to capital), anounts of anieipated cash variations of these words and other nutlers. Words such as "micipales," "plant" "plan" "belires" "vesks" "cetars" are not guaranes are not guaranes are not guaranes of funct performance and are subject to risks, uncertainties and of which are beyond our control, are difficult to predict and/or could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements. Except as other internet of filse. You are contined to not partiered to not paceanters to reflect changed assumptions, the occurrence of unanticipated events or actual operating results.

Fiscors that may case actual really from current expectations include, but are not linited or nation factors beyon managements control Company's Form S-3/A filed with the Scurities and Exchange Commission (the "SEC") on July 25, 2024. Nothing in this presentation should be regarded as a representation by any person that the forward-looking set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You slout not plane on forward-looking statements in this precented and the date the date the date the date the date the company anderakes no duty to update these forward-looking statements.

Use of Projections

This presentation contains projected financial interest to the Company. Such projected financial information constitutes forward-looking information and is for illustrative purposes only in the such financial forcest information are interestly uncertain and are subject to a wide variety of significant business, connectimics that could cause actual results to differ naterially from those contained in such prospective financial information.

Disclaimer Regarding Non-GAAP Financial Measures

This presentation includes certain non-GAAP financial necepted accounting principles. The Company presents non-GAP financial measures when it believes that the additional information is useful and meaningful to investors.

The Company believes that net income as defined by GAAP is the nost appropriate earnings measure. We also believe that finds from operations ("FFO"), as defined in accordance with the definition is del Presses of the Leste Investment Thuse ("Nxert") and acounting onvention used or real or real or real or real or real or real asses requires straight-line depreciation (except on land), such accounting presentation inplies that the value of real estate asses diministes predicably over time. However, since real estate values lastorically risen or fallen with market and other conditions of operating results for a REIT that use listorical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of REITs that excludes historical cost depreciation, among other items, from net income, as defined by GAAP. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losstate dispositions, plus real estate depreciation and anortization. AFFO is defined as FFO excluding the impact of straight-ine rent, above-below-markshion and certain non-recurring itens. We believe that the use of FFO, combined vith the required GAAP presentations, improves the understanding of our operating results and makes comparisons of operating results anong REITs more meaningful. We consider FFO and AFFO to be useful measures for reviewing and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare our operiods or as compared to other companies.

While FFO and AFFO are relevant and widely used mance of RET's, they do not represent cash flows from operations or net income as dofined by GAAP and should not be consideres to those messures in evaluating or persuing procenting procently pro have be cash requirences. Furler, our computation of FFO and AFFO may no FFO and AFFO reported by other RETTs that do not deline FPO in
accordance with the curcul NARET definition or

EBITDARM is a non-GAAP masure that for any period of decemination, the aggregate net operating income of Tenant for such derived from the opention of the Premisss as relected in their financials, adjusted to the exent allocable to the Premises for the applicable period of decemination, without duplication, (1) interest expense, (3) depreciation and anortization expense, (4) base rent, and (5) management fee expenses.

Net Debt, is a non-GAAP financial neasure, represents principal des cash and cash equivalents. Net det provides useful information by calculating and monitoring the Company's leverage metrics.

We believe that the use of FFO, AFFO, EBITDA (which and edefined as EBTTD and of the effect of staright in ent, gainbles on these net necess as these are net by management in assessing the health of our business and our operating performance.

The non-GAAP financial neasures set forth in this present of the most directly comments in our annual report Fom 10-R reconciliations are also available on our website at www.strawberryfieldsreit.com.

This presentation also contains estimation concerning our industry that are based on industry publications, surveys and forecasts. This information involves a number of assumptions, and ve lawe not independently verified the accuracy or completenss of the information. This presentation includes industry data obtained third-party sources. The Company is not aware of any misstatenents contained in such industry data, but it has not independently verfied it accuracy or completeness of such information contained in this presentation.

No Offer

This presentation does not consitiute an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor stall there be any sale of securities, investment or other specific production in which such offer, solicitation or sale vould be unlawful prior registration or qualification under the securities Art, or an exemption therefon. NETHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS PRESENTATION.

Strawberry Fields REIT Company Highlights

• · The history of our Company began 21+ years ago when our CEO & Chairman Moishe Gubin & one of our Directors Michael Blisko began acquiring skilled nursing facilities in Indiana.
  • · In 2015 Strawberry Fields REIT (the "Company") was spun out as a Propco with 33 facilities in Indiana/Illinois
  • · The Chairman & CEO, Moishe Gubin, is a founder of the Company and has been involved in every acquisition
• · The Company has strong/experienced regional operators leasing its facilities on a NNN basis
  • · Currently the Company owns and leases 114 facilities located in 9 states

• · The Company has financial strength and stable cash flows:

  • · Q3 2024 Annualized dividend yield of 4.6%
  • · Q3 2024 Annualized AFFO of \$57.1mm
    • · 2024 forecasted AFFO/share of \$1.09
    • · 2023 AFFO/share was \$1.02

• · Q3 2024 Annualized AEBITDA of \$91.3mm

  • · 2024 forecasted AEBITDA/share of \$1.75
  • · 2023 AEBITDA/share was \$1.53
• · Most of the Company's debt is fixed/low interest, long-term HUD guaranteed debt.
  • · This debt has a maturity of 20+ years and weighted average interest rate of 3.91%

About Strawberry Fields REIT Inc. (the "Company")

The Company is an income producing real estate investment company that owns 103 properties and also holds leasehold interests in an additional property under a longterm lease. These properties are leased to third-party operators which use them to operate 103 Skilled Nursing Facilities (SNFs), 2 Long Term Acute Care Hospitals (LTACHs) and 9 Assisted Living Facilities (ALFs). These facilities have a total of 12,889 licensed beds.

60.2% of our facilities are leased to related parties, including 68 facilities leased to affiliates of two of our Directors.

Ohio, Oklahoma, Tennessee and Texas.

Our properties are located across 9 states: Arkansas, Illinois, Indiana, Kentucky, Michigan,

The operators of our properties primarily provide care to long-term residents who require constant care and rehabilitation.

Our business is financed through a

guaranteed loans and commercial bank

combination of bond debt, HUD

loans.

We primarily lease our properties on a triple net, long term basis, with annual rent escalations of 1%-3%.

The Company specializes in leasing healthcare properties utilized as SNFs, LTACHs and ALFs. The demand for these types of facilities is expected to continue to grow consistently due the aging population in the U.S.

For the period 2019 through Q3 2024 (annualized), the Company has shown strong growth in Adjusted EBITDA (CAGR: 8.4%) and Adjusted FFO (CAGR: 13.1%). WBERRY STELDS

Portfolio Summary as of September 30, 2024*

Demonstrated Operating Results and Financial Strength

*** " we t leverge nto is calculated as net det est page for he reconcliation.
*** EBTDARM is a non-GAP measure, please se for a further explanzion. This amount is not audite

Proven Acquisition Strategy Driving Significant Growth in the Portfolio

Moishe Gubin, our Chairman and founder, has served as the Chief Executive Officer since inception of the Company. From 2004 to 2014, Mr. Gubin was the Chief Financial Officer and Manager of Infinity Healthcare Management, LLC, a company engaged in managing skilled nursing facilities and other healthcare facilities.

Jeffrey Bajtner has served as our Chief Investment Officer since March 2022. Mr. Bajtner's role with the Company focuses on acquisitions/dispositions of real estate and overseeing our investor relations. From 2015 to May 2021, Mr. Bajtner was a Vice President at BlitzLake Partners, where he oversaw acquisitions for mixed-use developments.

Greg Flamion, our Chief Financial Officer, since joining the Company in January 2024. Previously, Mr. o Flamion was a CFO of Zimmerman Advertising, an agency under Omnicom Group Inc. (NYSE: OMC) from 2014-2023. Mr. Flamion also held a number of diverse accounting and finance positions at a variety of publicly traded companies.

David Gross serves as our General Counsel. Mr. Gross is an experienced healthcare and transactional attorney with 10+ years in the healthcare industry. Mr. Gross focuses primarily on acquisition, leasing, Co disposition and financing of skilled nursing facilities, long term acute care hospitals and medical office space.

Co Moishe Gubin, Chairman, who also serves as our Chief Executive Officer.

Essel Bailey, Director, has spent the last 50 years engaged in the public and private healthcare capital markets, first as a lawyer specializing in corporate and real estate finance and then as an executive of several healthcare companies. In 1992, as founder and chief executive officer of Omega Healtheare Investors, Inc. ("Omega"), a REIT, Mr. Bailey completed a listing on the NYSE raising \$250mm. Mr. Bailey continued at Omega until 2001 at which time Omega had investments in excess of \$1.5B. Additionally, in 1997 Mr. Bailey founded and separately organized Omega Worldwide Inc. which listed on the NASDAQ, investing \$1.5B in healthcare net leased assets in the UK & Australia. Since 2003, Mr. Bailey has been the Chairman of a private healthcare operating company that owns and operates 29 facilities in 4 states.

Michael Blisko, Director, who is the Executive Officer of Infinity Healthcare Management. Mr. Blisko is a veteran of leading healthcare consultancy portfolios, as well as the architect in creating cutting edge leadership teams. Com Mr. Blisko is a principal of ancillary companies, including United Rx, a long-term pharmacy, and Bella Monte Recovery a behavioral health addiction center.

Reid Shapiro, Director, has been the owner of Shappy LLC, a company engaged in business consulting since 2014. From 1998 to 2014, Mr. Shapiro was a partner and co-founder of Elephant Group, Inc., a company engaged in the 60 retail sale of electronic products which grew to approximately 120 locations.

Jack Levine, Director, is a certified public accountant who has provided financial and consulting services to public and private companies for over 35 years. Since 2019, Mr. Levine has served on the Board of Directors for Blink ക്കാ Charging Co. (NASDAQ: BLNK), a leading owner, operator, and supplier of proprietary electric vehicle ("EV") charging equipment and networked EV charging services.

Disciplined Underwriting and Acquisition Strategy

• investment horizon (initial term of the lease) · 12% projected ROE at 50% LTV with 8%
• interest
• · Annual lease payment of no more than 80% of operator's pro-forma adjusted EBITDAR*
• Focus on smaller deals that are typically off-. market and not typically sought by larger REITS.
• and anticipated future reimbursements in proposed area
• Thorough review of facility information, . including licensing status, zoning and tenant
  leasehold improvements
• . Careful review of potential operators, including background checks and personal financial statements
• monthly basis
• . Oversee upkeep of the facilities and review annual surveys to ensure residents are properly cared for
• . Evaluation of individual and portfolio property performance, liquidity metrics, lease and debt coverage, occupancy, planned capital
  expenditures, and other measures
• . In-person visits to each facility in the portfolio at least 2 - 3 times per year
• \$5.85mm in June 2024 Acquisition of 2 SNF's in Texas near San
• Antonio (254 beds) for \$15.25mm in August 2024. . Acquisition of 2 SNF's in Tennessee near
• Johnson City (248 beds) for \$4.0mm in August 2024 .
• Acquisition of a SNF/ALF in Tennessee near
  Nashville (108 beds) for \$6.7mm in September 2024

· "EBITDAR" is defined as earnings before interest, taxes, depreciation, amortization and rent. 12

Strong Relationships with Experienced Consulting Groups & Operators

· Our 98 properties are leased to 114 operators that receive consulting services from 12 experienced consulting groups across 9 states.	· Provides consulting services to 93 operators with 10,600+ beds (including 68 Strawberry facilities with 7,645 licensed beds) · Founded in 2008 by Michael Blisko and Moishe Gubin, who are directors of the Company.
· We seek to ensure that our tenants have the benefit of experienced	· Founded in 2017 by Joseph Meisels -16-28-
consulting groups with a proven track record of assisting operators to provide first class care while maintaining profitability.	21 · Operates 14 Strawberry facilities in Kentucky. Illinois, LANDMARK Oklahoma, and Michigan with 1,400licensed beds
· Consulting groups provide the following services to each operator:	Founded in 2021 by Matis Herzka, Abraham Schreiber and Zalmen Scheinbaum
-Billing	· Provides consulting services to 14 operators in Arkansas with 1,568 licensed beds (all 14 properties are leased from Strawberry)
-Collections
FIRITY -Regulatory Monitoring	Founded in 2012 by Avrum Weinfeld, Daniel Weiss & Natan Weiss and headquartered in Skokie. IL
- Appropriate Medical Care	Provides consulting services to 17 operators in Illinois with over 2,800 beds (including 5 Strawberry facilities located in southern Illinois with 654 licensed beds)
-Sales & Marketing	· Founded in the 2000's by the Sherman family
	· Provides consulting services to 22 operators (including 4 Strawberry facilities with 238 licensed beds) in New York and Ohio.
Strawberry's operators have demonstrated ability to generate
consistent and strong profitability despite operating in states that other skilled nursing competitors have had difficulties navigating.	Founded in the 2000 by Gary and Malisa Blake Provides consulting services to 160+ operators in Texas
	(including 3 Strawberry facilities with 441 licensed beds).
	A A Billing one C cassess Harrer Corners

Nursing Home Industry in the U.S - Summary

17

Age Demographic of the Average SNF Resident* 60 The services that a longterm resident receives at a SNF is geared towards those who need constant care or cannot take care of themselves anymore. The percentage of residents that are in SNF's aged 65+ is 83.5%.

Increased Spend on Aging

Population

60

Due to the increase in life expectancy in the United States, which will result in a greater amount of the population being individuals aged 65+ there will be an increase in spending on care for *.this demographic

Adjusted FFO and Adjusted EBITDA Growth 2019 - Projected 2024

Adjusted EBITDA Growth (S/thousands)

Assets Growth and Base Rent Growth 2019 - Projected 2024

Total Assets Growth (GAAP) CAGR (\$/thousands)

Average Base Rent CAGR (\$/thousands)*

STRAWBERRY

* Avenge Base Rent is calculated as the annual month, including straight-line adjustinents.
** 2024 projections include an additional be collected during 2024 relating to the

deal closed at the end of Q3 2024.

Growth In AFFO

Significant AFFO Growth driven Accretive reinvestment of cash flow, scaling operations and utilizing HUD debt

22

1) 2019 and 2020 shares calculated based on number of membership units outstanding each year and assumed same conversion ration transection

Debt Structure as of September 30, 2024

Debt Maturity

"Since 2015 he Comput Instances of book bet on the Tel A viv Stock Exclumer, of Wich two have been paid off. The Inst four box swee issued under the Stravberty Fields REFF L

SNF Facility Occupancy of 70.4%* SNF Average Facility Size of 106 Beds SNF PPD Average of 74 Residents ** Operators Payor Mix Medicare 6% Other

**PPD ("Per Pation Day") is a metric used in the SNF industry to measure is used for resource is used for residents in a 24-hour period.

Facility Operator & State Diversification*

Moishe Gubin Chairman & CEO Mgubin@sfreit.com

Jeff Bajtner Chief Investment Officer Jbajtner@sfreit.com

6101 Nimtz Parkway South Bend, IN 46628 574.807.0800

Non-GAAP Measure Reconciliation

Adjustments to FFO ("AFFO"):
(dollars in \$1,000s)	Q3 2024	2023
Net income	S 19,933	\$ 20,244
Depreciation and amortization	24.656	29,235
Funds from Operations	44,599	49,479
Adjustments to FFO:
Credit for doubtful accounts		2,451
Straight-line rent	(3.001)	(30)
Straight-line rent receivable write-off		230
Contact cancellation expense for proposed financing		1,000
Foreign currency transaction (gain) loss		(462)
Funds from Operations, as Adjusted	41.598	\$ 52,668
Q3 2024 AFFO Annualized	S 55,464
Projected additional contractual rent to be collected®	1.639
Projected Annualized 2024 AFFO	S 57.103

EBITDARM is a non-GAAP measure that for any period of determination, the aggregate net operating income of Tenant for such period to the extent allocable to the Premises as reflected in
their financials, adjusted to add thereto, to the extent allocable to the applicable of determination, without duplication, (1) interest expense, (2) income tax expense, (3) depreciation and
amortization expense, (4) base rent, and (5) management fee expenses

Adjustments to EBITDA ("AEBITDA"):
(dollars in \$1,000s)	Q3 2024	2023
Net income (loss )	19.933 S	\$ 20,244
Depreciation and amortization	24,666	29,235
Interest expense	25,680	26,674
FBITDA	70.279	76.153
Credit for doubtful accounts		2,451
Straight-line rent	(3,001)	(30)
Straight-line rent receivable write-off		230
Contact cancellation expense for proposed financing		1,000
Foreign currency transaction (gain) loss		(462)
Adjus ted EBITDA	67.278	\$ 79,342
Q2 2024 AFBITDA Annualized	S 89,704
Projected additional contractual rent to be collected*	1.639

equivalents. Net debt provides useful information by calculating and monitoring the Company's leverage metrics.

The following is a reconciliation of total credit facility debt, net, which is the most directly comparable GAAP financial measure to net debt, for the following periods (amounts in thousands):

Net Debt/Enterprise value		47.8%
Enterprise Value	4	1.213.795
Cash (per Balance Sheet)		29.286
9/30/24 Market Value		663.452
Net Debt (per Balance Sheet)	S	579.629

Projected Annualized 2024 AFFO

\$ 91,343