Strawberry Inc.

Regulatory Filings • Jun 2, 2024

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) May 31, 2024

Strawberry Fields REIT, Inc.

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

(Commission file number)

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

6101 Nimtz Parkway South Bend, Indiana 46628

(Address of principal executive offices) (Zip Code)

(574) 807-0800

(Registrant's telephone number, including area code)

Not Applicable

(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)

☐ 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))

☐ 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. ☐

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 May 31, 2024, the Company issued a presentation regarding its financial results for the quarter ended March 31, 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 May 31, 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: May 31, 2024

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

05/30/2024 12:13 PM

Exhibit 99.1

Disclaime

The information contained in this presentation doe all-inclusive and neither the Company nor any of its subsidiaries or their respective stockholders, affiliates, representatives, control person, members, managers, directors, officers, advices or agents nake any representation or warranty, express or inplied, as to the accuracy, completences or reliability of the information You should consult with your own counsel and tax and financial advisors as to legal and related matters described herein. To the fullest extent permitted by law, in no circumsances will the Company of its subsidiaris or their resective stockholders, affiliates, representatives, manbers, manbers, directors, officers, employees, advisers or agents be or liable for any direct or consequential loss or loss of profit arising from the use of this presentation, its contents, its omission contained within it, or on opinions communicated in relation therely or otherwise arising in connection therewith.

Forward-Looking Statements

Certain statements in this presentation statements" within the meaning of the U.S. federal securities laws. Forvard-looking statenents provide our expectations or forecass of future events and are not statements of historical fact. These forvard-looking statements include information about possible or assumed future events, including, discussion and analysis of our future financial condition, results of operations, FFO, our strategic plans and objectives, cost managent, poters, aquisitions, anticipates, "ninces (and access or cantial), anovital), announces, "secks," "seliments" ani variations of these words and other similar expressions are intences. These statentes These statenters are not encluded on the to differ materially from those expressed or forceasted in the forward-looking statements.

Legal

Disclaimer

Forward-looking statements involve interest uncertainty and may ultimately prove to be incorrect or false. You are cautioned to not place under reliance on forward-looking statenents. Except as otherwise may be required by law, we underation to update or revise forward-looking statenents to reliect changed assumptions, the occurrence of unanticipated events or actual operating results.

Factors that nay cause actual results to differ materials include, but are not lintied to, various factors beyond nanagement's control, risks, uncertainties and other factors cattled "Risk Fectors" and "Cautiorary Note Regarding Forvard-Looking Statencests" in the Company's Form S-11 filed with the Securities and Esclange Commission (the "SEC") on August 21, 2023. Nothing in this presentation skould be regarded as a representation by any person that the forward-looking set forth herein will be achieved or that any of the comemplated results of such forward-looking statements will be achieved. You should not plance on forvard-looking statements in this presentation, which speak only as of the date they are nade and are qualified in their entrey by reference to the risk fietors of the Company described above. The Company undertakes no duty to update these forward-looking statements.

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Use of Projections

This presentation contains projected financial information with respect financial information constitutes forward-looking information and is for illustrative purposes only. The such financial forecast information are inherenly uncettain and are subject to a wide variety of significant business, competitive and other risks and uncertaintes that could case actual results to differ materially from those contained in such prospective financial information.

Disclaimer Regarding Non-GAAP Financial Measures

This presentation includes certain non-GAAP financial measures not based on generally accepted accounting principles. The Company presens non-GAAP financial measures when it believes that the additional information is useful and meaningful to investors.

The Company believes that income as defined by GAR is the secure. We also believ that first ("Natel"), and adjusted finds from openions ("FF"), and ("AFFO") are important non-GAAP supplemental measures of our operating performance. Because the listorical osed for real estate asses requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estably over time. However, since real estator could be less informative and other continues of operatings of operating souls for a RETT that two- historical excludes historical cost deprecation and anone other items, from net income, as defined by GAAP. FFO is defined as net income, oniputed in accordance with GAAP, excluding gains or losses from real estate depreciation and anortization. AFFO is defined as FFO is defined as FFO exhuding with the required GAAP presentation, inproves the moneysials and certain nor-results and makes comprisors of opening results mon REITs nore meaningful. We consider FFO and AFFO to be useful neasures for reviewing and financial performance because, by exchuling the applicable items listed above, FFO and AFFO can help investors compare our operiods or as compared to other compared to other companies.

While FFO and AFFO are relevant and widely used mance of RET's, they do not represent ash flows from operations or ne income as defined by GAAP and should not be considered an alless in evaluating our liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital co our real estate asses nor do they purport to be indicative of castl available to find our future cash requirements. Further, our computation of FFO and AFFO reported by other REITs that do not define FPO in accordance with the current NAREIT definition or that interpret the current NAREIT definition or define AFFO differently than we do.

We believe that the use of FFO, AFFO, EBITDA (which an be defined as EBITDA net of the effects of straigh-line rent, gainvoss on curency the health of our business and our operating are helpful to our insearce as these materis are were by management in the not directly companble GAAP messures in our annual report Form 10-X filed in our weatrity report on Forn 10-Q filed with

This presentation also contains estimation concemine our industry that are based on industry publications surveys and forcess. This interest to venuer of assimination, and market on the comprisess of childrenses of childrewice of eniscress of childrewice of eniscresor of informacions onlined in includin

No Offer

This presentation does not consition of an offer, to buy or sell any securities, investment or other specific product, or a soliciation of any vote or aproval, nor she of securites, invesment or other specific product in any jurisklicion in which sitel to the sold to ande except by means of prospection incentire the requirements of Section 10 of the Securities Act, or an exemption INETER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION

Strawberry Fields REIT Company Highlights

• · The history of our Company began 20+ years ago when our CEO & Chairman Moishe Gubin & one of our Director's Michael Blisko began acquiring skilled nursing facilities in Indiana.
  • · In 2015 Strawberry Fields REIT (the "Company") was spun out as a Propeo 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 109 facilities located in 9 states
• · The Company has financial strength and stable cash flows:
  • · Q2 2024 Annualized dividend yield of 5.2%
  • · Q1 2024 AFFO of \$13.1mm
    • 2024 forecasted AFFO/share of \$1.08
    • · 2023 AFFO/share of \$1.02
  • · Q1 2024 AEBITDA of \$21.4mm
    • · 2024 forecasted AEBITDA/share of \$1.72
    • · 2023 AEBITDA/share of \$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 97 properties and also holds leasehold interests in three additional properties under a longterm leases. These properties are leased to third-party operators which use them to operate 99 Skilled Nursing Facilities (SNFs), 2 Long Term Acute Care Hospitals (LTACHs) and 8 Assisted Living Facilities (ALFs). These facilities have a total of 12,449 licensed beds.

59.6% of our facilities are leased to related parties, including 65 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 2018 through Q1 2024 (annualized), the Company has shown strong growth in Adjusted EBITDA (CAGR: 9.8%) and Adjusted FFO (CAGR: 15.6%).

BER

Portfolio Summary as of March 31, 2024* Demonstrated Operating Results and Financial Strength ్రాల్లో త్రా િજ 97 e

Touristics
Touris \$356M+ 56%*** Owned assets, plus three Acquisition Pipeline Portfolio Leverage assets under long term leases \$13.1M** 1.69x**** 12,449 O 5 Q1 TTM EBITDARM Rent Total number of beds Adjusted FFO Coverage 2023 Adjusted EBITDA: \$52.7M \$21.4M** 100% 109 10 Q1 Rent Collected Adjusted EBITDA Total number of facilities Through Q1 2024 2023 Adjusted EBITDA: \$79.3M * Data as of March 31, 2024, unless noted otherwise

WBERRY

FIFLDS

STR

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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, 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 healtheare 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 Healthcare 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 thef 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. Mr. Blisko is a principal for a myriad 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 80 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 80 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

Diligence includes review of operator-level
financials (3+ years) and evaluation of existing

and anticipated future reimbursements in

Thorough review of facility information,

including licensing status, zoning and tenant

Careful review of potential operators, including
background checks and personal financial

proposed area

statements

leasehold improvements

.

.

10% projected ROI

• 20% projected levered IRR over a 10-year . 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 offmarket and not typically sought by larger REITs.

* "EBITDAR" is defined as eamings before interest, taxes, depreciation, amortization and rent.

12

.

Asset Management

• . Analysis of tenant-furnished operator-level financials, along with operating data, on a
• 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 cach facility in the portfolio at least 2 - 3 times per year

Recent Acquisitions

• Acquisition of 6 facilities in Tennessee and Kentucky with a combined 515 beds for \$81mm in 2021
• Acquisition of 120 bed SNF in Kentucky for \$6.0mm in Jan. 2023
• . Acquisition of 19 SNF's and 5 ALF's (1,852 beds) in Indiana for \$102.0mm in Aug. 2023

Strong Relationships with Experienced Consulting Groups & Operators

· Our 97 properties are leased to 109 operators that receive consulting services from 11 experienced consulting groups across 9 states.	· Provides consulting services to 88 operators with over 10,000 beds (including 64 Strawberry facilities with 5,414 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 consulting groups with a proven track record of assisting operators to provide first class care while maintaining profitability.	Founded in 2017 by Joseph Meisels ู้ L · Operates 15 Strawberry facilities in Texas, Kentucky, LANDMARK Illinois, Oklahoma, and Michigan with 1,659 licensed 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 1,572 licensed beds (all 14 properties are leased from Strawberry)
-Collections	Founded in 2012 by Avrum Weinfeld, Daniel Weiss &
-Regulatory Monitoring	Natan Weiss and headquartered in Skokie, IL Provides consulting services to 17 operators in Illinois with
- Appropriate Medical Care	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	Founded in the 2000 by Gary and Malisa Blake
other skilled nursing competitors have had difficulties navigating.	Provides consulting services to 150+ operators in Texas (including 3 Strawberry facilities with 441 licensed beds).
	* Affiliated Consulting Group

Nursing Home Industry in the U.S - Summary

Age Demographic of the Average SNF Resident* 8 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 Aging

Population

180

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 2018 - Projected 2024

Adjusted FFO Growth (\$/thousands)

Adjusted EBITDA Growth (\$/thousands)

20 *2024 projections include an additional \$3.75mm of rent that will be collected during 2024 relating to the February 2024 new Indiana Master Lease

Assets Growth and Base Rent Growth 2018 - Projected 2024

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

Average Base Rent CAGR (\$/thousands)*

REAL ESTATE INVESTMENT

O STRANBERRY

FIELDS

*Average Base Rent is calculated as the annual rents collected from tenants, including straight-line adjustments.

21 **202+ projections include an additional \$3.75mm of rent that will be collected during to the February 2024 rew Indiana Master Lease

Industry Leading Growth In AFFO

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

Debt Structure as of March 31, 2024

Debt Maturity

SNF Facility Occupancy of 66.8%* SNF Average Facility Size of 123 Beds SNF PPD Average of 82 Residents ** Operators Payor Mix

*Based on SNF licensed beds.

** PPD ("Per Patient Day") is a metric used in the SNF industry to measure 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

(dollars in \$ 1,000s)	01 2024	2023
Net income	5,992 S	\$ 20,244
Depreciation and amortization	8.038	29,235
Funds from Operations	14,090	49,479
Adjustments to FFO:
Credit for doubtful accounts	-	2.451
Straight-line rent	(968)	(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	13,121	\$ 52,668
Q1 2024 AFFO Annualized	S 52.489
Projected additional contractual rent to be collected*	3,750
Projected Annualized 2024 AFFO	S 56,239

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 derived from the operation of the Premises as reflected in their financials, adjusted to add thereto, to the extent allocable to the Premises for the applicable period 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 ("AFBITDA"):
(dollars in \$1,000s)		01 2024	2023
Net income (loss)	ટે	5,992	\$ 20,244
Depreciation and amortization		8,098	29,235
Interest expense		8,293	26,674
EBITDA		22,383	76,153
Credit for doubtful accounts			2.451
Straight-line rent		(968)	(30)
Straight-line rent receivable write-off			230
Contact cancellation expense for proposed financing			1,000
Foreign currency transaction (gain) loss			(462)
Adjusted EBITDA		21,414	\$ 79,342
Q1 2024 AEBITDA Annualized	S	85,658
Projected additional contractual rent to be collected*		3,750
Projected Annualized 2024 AFFO	S	89.408