Strawberry Inc.

Investor Presentation • Aug 12, 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) August 12, 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)

(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)

(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. ☐

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. Forwardlooking 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 August 12, 2024, the Company issued a presentation regarding its financial results for the quarter ended June 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		Filed
Number	Exhibit Name	Herewith
99.1	Investor Presentation Dated August 12, 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: August 12, 2024

By: /s/ Moishe Gubin

Moishe Gubin Chief Executive Officer and Chairman

Exhibit 99.1

Disclaime

The information contained in this presentation of the all-inclusive and neither the Company nor any of its subsidiaries or their respective stockholders, affiliates, representatives, control perments, managers, directors, officers, employes, advisers or agents make any representation or warranty, express or innlied, as to the acuracy, completence or reliability of the information You should consult will your own counsel and financial advisors as to legal and related matters concerning the matters described herein. To the fitlest extent permitted by law, in no circumstances will the Conpany or any of its subsidiares or their respectives, control personatives, control persons, partners, manbers, managers, 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 onission contained within it, or on opinions communicated in relation thereo or otherwise insine in connection therewith.

Forward-Looking Statements

Certain statements in this presentation are "forward-looking statements" within the meaning of the U.S. forward-looking statements provide our current expectations or forecasts of future it of historical fact. These forward-looking statements include information about possible or assumed future events, including, discussion and analysis of our financial condition, results of operations, FFO, our strategic plans and objectives, cost managenen, potes such stations, anticipates; and access (o capital), anounce antisticale cast, "testimates" and variations of these words and other similar expressions are intentify forvard-looking statements are not guarantes of future performance and are subject to risks, uncertaintes 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 statement involve inherent uney ultimately prove to be incorrect or false. You are cautioned to not place under reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to revise forward-looking statencents to reflect changed assumptions, the occurrence of unanticipated events or actual operating results.

Factors that may cause actual results to differ materialins include, but are not linited to, various factors beyond management's control, risks, uncertainies and other factors described "Risk Factors" and "Cautionary Note Regarding Forvard-Looking Statements" in the Company's Form S-3/A filed with the Securities and Exclange Commission (the "SEC") on July 25, 2024. Nothing in this presention should be regarded as a representation by any person that the forward-looking statements net her any of the commission to the speals of such the mate and are qualified in their entirety by reference to the risk factors of the Company described above. The Company undertakes no duty to update these forward-looking statements.

Use of Projections

This presentation contains projected finances with respect to the Company. Such projected financial information consitiutes forward-looking information and is for illustrative purposes only. The assumptions such financial forecast information are inherently uncertain and are subject to a wide variety of significant business comestitives and uncertainties that could cause acual results o differ naterially 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 presents non-GAAP 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 nesure. We also believe that funds form operations ("FF")", as defined in accordance with the definition used by the National Association of Real Estate Investment Truss ("NAREIT"), and adjusted finds from operations ("AFFO") are important non-GAAP supplemental measurs of our operating performance. Because the historical cost accounting convention used for real estate assess requires straight-line depreciation (excentation implies that the value of real estate asses diminishes predicably over time. However, since real estate values historically risen or fallen with market and other conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of RETS that excludes historical cost depreciation, anong other itens, from net income, as defined by GAAP. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from real estate depreciation and anortization. AFFO is defined as FFO excluding the impact of straight-line rent, above-below-market leases, non-cash compensation and certain non-recurring items. We believe that the use of FFO, combined with the required GAAP presentations, improves the understanding results anong investors and makes comparisons of operating results among REITs more meaningful. We consider FFO and AFFO to be useful neasures for reviewing and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help in operating performance between periods or as compared to other companies.

While FFO and AFFO are relevant and widely used measures of RETS, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an allers in evaluating our liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expending our real estate asses nor do they purport to be indicative of eash available to fund our future cash requirements. Further, our computation of FFO and AFFO reported by other REITs that do not define FFO 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 can be defined as EBITDA net of the effects of straight-line rent, gainloss on currency translation costs and the effects of crubtitl accounts) are helpful to our investors as these meries are used by management in assessing the health of our business and our operating performance. The non-GAAP financial measures set forth in the most directly comparable GAAP measures in our annual report Form 10-K filed with the SEC on March 19, 2024 and in our quarterly report on Form 10-Q filed with the Scarities and Exchange Commission on August 12, 2024. Such reconciliations are also available on our website at www.strawberryfieldsreit.com.

This presentation also contains and other information our industry that are based on indications, surveys and focusts. This presentation includes indised for publicly available third-party sont and announce of any misstations onlained in this presentation

No Offer

This presentation does not constitute an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor slall there be any section in other specific product in which such offering of securites shall be made execty by neans of a prospection in enguirements of Section 10 of the Securities Act, or an exempion therfrum. NETTHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITES COMMSSION HAS

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 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 110 facilities located in 9 states
• · The Company has financial strength and stable cash flows:
  • · Q2 2024 Annualized dividend yield of 4.6%
  • · Q2 2024 Annualized AFFO of \$56.7mm
    • 2024 forecasted AFFO/share of \$1.10
    • · 2023 AFFO/share was \$1.02
  • · Q2 2024 Annualized AEBITDA of \$89.8mm
    • · 2024 forecasted AEBITDA/share of \$1.73
    • · 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 98 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 100 Skilled Nursing Facilities (SNFs), 2 Long Term Acute Care Hospitals (LTACHs) and 8 Assisted Living Facilities (ALFs). These facilities have a total of 12,527 licensed beds.

59.6% of our facilities are leased to related parties, including 65 facilities leased to affiliates of two of our Directors.

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

loans.

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

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

Ohio, Oklahoma, Tennessee and Texas.

For the period 2018 through Q2 2024 (annualized), the Company has shown strong growth in Adjusted EBITDA (CAGR: 10.7%) and Adjusted FFO (CAGR: 17.1%). STRAWBERRY FIFILDS

Portfolio Summary as of June 30, 2024*

Demonstrated Operating Results and Financial Strength

east of wheales of the concludion the appraised values of ourfacilities.
**** Profolio leverage is calculation of Archives on and in included by the appraction. This anount

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.

Experienced Management Team

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 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 the Chief 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 plarmacy, 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. Red Shapity, Director, Mr. Shapiro was a partner and Orfounder of Elephant Group, Inc., a company engaged in the 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 ക്കം Charging Co. (NASDAQ: BLNK), a leading owner, operator, and supplier of proprietary electric vehicle ("EV") charging equipment and networked EV charging services.

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Disciplined Underwriting and Acquisition Strategy

Investment Criteria

• . 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.

.

Due Diligence

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

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 each 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 Acquisition of 87 bed SNF in Indiana for

\$5.85mm in June 2024

Strong Relationships with Experienced Consulting Groups & Operators

Provides consulting services to 88 operators with over 10,000 beds (including 64 Strawberry facilities with 5,414 Infinity · Our 98 properties are leased to 110 operators that receive consulting licensed beds) Founded in 2008 by Michael Blisko and Moishe Gubin, services from 11 experienced consulting groups across 9 states. who are directors of the Company. · We seek to ensure that our tenants have the benefit of experienced · Founded in 2017 by Joseph Meisels હીં કે consulting groups with a proven track record of assisting operators to Operates 15 Strawberry facilities in Texas, Kentucky, . LANDMARK Illinois, Oklahoma, and Michigan with 1,659 licensed provide first class care while maintaining profitability. beds · Founded in 2021 by Matis Herzka, Abraham Schreiber · Consulting groups provide the following services to each operator: E and Zalmen Scheinbaum Provides consulting services to 14 operators in Arkansas oasis - Billing with 1,572 licensed beds (all 14 properties are leased from Strawberry) C -Collections STRANBERRY FIELDS Founded in 2012 by Avrum Weinfeld, Daniel Weiss & Natan Weiss and headquartered in Skokie, IL -Regulatory Monitoring (3)KK Provides consulting services to 17 operators in Illinois with
over 2,800 beds (including 5 Strawberry facilities located in - Appropriate Medical Care southern Illinois with 654 licensed beds) -Sales & Marketing · Founded in the 2000's by the Sherman family Absolut Care Provides consulting services to 22 operators (including 4 TE 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 Provides consulting services to 150+ operators in Texas other skilled nursing competitors have had difficulties navigating. (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* 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

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 EBITDA Growth (\$/thousands)

Assets Growth and Base Rent Growth 2018 - Projected 2024

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

120,000 102,405 8.8% 100,000 CAGR 86,839 82,158 77,738 80_000 ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------BASE RENTS 61-621 60_000 40,000 20,0000 -2019 2018

Average Base Rent CAGR (\$/thousands)*

ST FIELDS

*Average Base Rent is calculated as the annual rents collected from tenants, including straight-line adjustments. 21 **2024 projections include an additional S3.75mm of rent that will be collected during 2024 new 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 June 30, 2024

Debt Maturity

SNF Facility Occupancy of 64.9%* SNF Average Facility Size of 114 Beds SNF PPD Average of 74 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 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

(dollars in \$1,000s)		02 2024	2023
Net income	S	13,032	\$ 20,244
Depreciation and amortization		16,325	29,235
Funds from Operations		29,357	49,479
Adjustments to FFO:
Credit for doubtful accounts			2.451
Straight-line rent		(1,935)	(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		27,421	\$ 52,668
Q2 2024 AFFO Annualized	S	54.842
Projected additional contractual rent to be collected*		1,875
Projected Annualized 2024 AFFO	S	56,717

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 ("AEBITDA"):
(dollars in \$1,000s)	Q2 2024	2023
Net income (loss)	13,032 S	\$ 20,244
Depreciation and amortization	16,325	29,235
Interest expense	16,552	26,674
BRINDA	45,908	76,153
Credit for doubtful accounts		2.451
Straight-line rent	(1,935)	(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	43,973	\$ 79,342
Q2 2024 AEBITDA Annualized	S 87.946
Projected additional contractual rent to be collected*	1,875
Projected Annualized 2024 AFFO	S 89,821

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