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STRW Strawberry Fields REIT Inc (QX)

8.68
0.00 (0.00%)
28 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Strawberry Fields REIT Inc (QX) USOTC:STRW OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 8.68 8.00 8.60 0.00 01:00:00

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

13/11/2023 11:15am

Edgar (US Regulatory)


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2023

 

or

 

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

 

For the transition period from _______________________ to __________

 

Commission File Number: 001-41628

 

Strawberry Fields REIT, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   84-2336054
(State or other jurisdiction of   (IRS Employer
incorporation or organization)   Identification No.)

 

6101 Nimtz Parkway, South Bend, IN, 46628

(Address of principal executive offices)

 

(574) 807-0800

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0001 per share   STRW   NYSE American LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    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.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,429,514 shares of common stock, $0.0001 par value, issued and outstanding as of November 13, 2023.

 

 

 

 

 

 

STRAWBERRY FIELDS REIT, INC.

 

FORM 10-Q

September 30, 2023

 

TABLE OF CONTENTS

 

    Page No.
PART I Financial Information 3
     
Item 1. Condensed Financial Statements of Strawberry Fields REIT, Inc.: 3
  Condensed Consolidated Balance Sheets September 30, 2023 (unaudited) and December 31, 2022 3
  Condensed Consolidated Statements of Income and Comprehensive Income (unaudited) three and nine months ended September 30, 2023 and 2022 4
  Condensed Consolidated Statements of Equity (unaudited) three and nine months ended September 30, 2023 and 2022 5
  Condensed Consolidated Statements of Cash Flows (unaudited) nine months ended September 30, 2023 and 2022 6
  Notes to Condensed Consolidated Financial Statements September 30, 2023 (unaudited) 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 48
     
Item 4. Controls and Procedures 49
     
PART II Other Information 50
     
Item 1. Legal Proceedings 50
     
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Repurchases of Equity Securities 51
     
  Signatures 52

 

2

 

 

PART I – FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in $000’s, except share data)

 

   September 30,
2023
   December 31,
2022
 
   (unaudited)     
Assets          
Real estate investments, net  $525,527   $438,911 
Cash and cash equivalents   9,540    20,197 
Restricted cash and equivalents   25,480    25,507 
Straight-line rent receivable, net   24,766    23,534 
Right of use lease asset   1,595    1,833 
Goodwill, other intangible assets and lease rights   9,361    11,632 
Deferred financing expenses   6,198    5,791 
Notes receivable, net   24,907    19,419 
Other assets   2,446    176 
Total Assets  $629,820   $547,000 
           
Liabilities          
Accounts payable and accrued liabilities  $18,603   $13,723 
Bonds, net   104,170    74,412 
Notes payable and other debt   439,024    381,003 
Operating lease liability   1,595    1,833 
Other liabilities   12,530    10,892 
Non-controlling interest redemption liability   -    15,753 
Total Liabilities  $575,922   $497,616 
Commitments and Contingencies (Note 8)   -    - 
Equity          
Common stock, $.0001 par value, 500,000,000 shares authorized, 6,429,514 and 6,365,856 shares issued and outstanding  $-   $- 
Preferred stock, $.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding   -    - 
Additional paid in capital   5,792    5,792 
Accumulated other comprehensive income   1,275    386 
Retained earnings   1,290    1,608 
Total Stockholders’ Equity  $8,357   $7,786 
Non-controlling interest  $45,541   $41,598 
Total Equity  $53,898   $49,384 
Total Liabilities and Equity  $629,820   $547,000 

 

See accompanying notes to Condensed Consolidated financial statements.

 

3

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(unaudited)

(Amounts in $000’s, except share and per share data)

 

   2023   2022   2023   2022 
   Nine Months Ended
September 30,
   Three Months Ended
September 30,
 
   2023   2022   2023   2022 
                 
Revenues                    
Rental revenues  $74,325   $68,972   $25,771   $24,235 
                     
Expenses:                    
Depreciation  $18,995   $19,386   $6,534   $6,335 
Amortization   2,271    2,271    757    757 
Loss on real estate investment impairment   2,451    -    -    - 
General and administrative expenses   3,974    4,150    1,560    730 
Property taxes   11,152    9,494    3,717    3,873 
Facility rent expenses   419    398    147    139 
Provision for credit losses   -    (4,437)   -    (5,100)
Total expenses  $39,262   $31,262   $12,715   $6,734 
Income from operations   35,063    37,710    13,056    17,501 
                     
Interest expense, net  $(17,983)  $(15,902)   (7,865)  $(6,863)
Amortization of deferred financing costs   (401)   (317)   (148)   (129)
Mortgage insurance premium   (1,253)   (1,287)   (420)   (426)
Total interest expense  $(19,637)  $(17,506)  $(8,433)  $(7,418)
Other (loss) income:                    
Other expense   (982)   -    -    - 
Foreign currency transaction gain (loss)   81    (10,932)   81    (833)
Total other (loss) gain   (901)   (10,932)   81    (833)
Net income  $14,525   $9,272   $4,704   $9,250 
Less -                    
Net income attributable to non-controlling interest   (12,743)   (8,252)   (4,115)   (8,232)
Net income attributable to common stockholders   1,782    1,020    589    1,018 
Other comprehensive income:                    
Gain due to foreign currency translation   7,325    14,767    3,041    756 
Reclassification of foreign currency transaction (gain) losses   (81)   10,932    (81)   833 
Comprehensive income attributable to non-controlling interest   (6,354)   (22,872)   (2,589)   (1,414)
Comprehensive income  $2,672   $3,847   $960   $1,193 
Net income attributable to common stockholders  $1,782   $1,020    589    1,018 
Basic and diluted income per common share  $0.28   $0.17   $0.09   $0.17 
Weighted average number of common shares outstanding   6,366,090    5,925,260    6,366,548    6,044,230 

 

See accompanying notes to Condensed Consolidated financial statements

 

4

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

 

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Amounts in $000’s)

 

                               
   Number of
common
shares
   Additional
Paid-in
Capital
   Accumulated
other
comprehensive
(loss) income
   Retained
Earnings
   Non-
controlling
interest
   Total 
                         
Balance, December 31, 2021   5,849,746   $4,327   $(2,455)  $393   $32,785   $35,050 
Net change in foreign currency translation (unaudited)   -    -    1,658    -    13,416    15,074 
Net loss (unaudited)   -    -    -    (585)   (4,731)   (5,316)
Balance, March 31, 2022 (unaudited)   5,849,746    4,327    (797)   (192)   41,470    44,808 
Issuance of common shares in exchange for OP units   194,484    -    -    -    -    - 
Non-controlling interest distributions   -    -    -    -    (4,876)   (4,876)
Net change in foreign currency translation (unaudited)   -    -    994    -    8,042    9,036 
Net income (unaudited)   -    -    -    587    4,751    5,338 
Balance, June 30, 2022 (unaudited)   6,044,230   $4,327   $197   $395   $49,387   $54,306 
Non-controlling interest distributions   -    -    -    -    (6,047)   (6,047)
Net change in foreign currency translation (unaudited)   -    -    175    -    1,414    1,589 
Reallocation of non-controlling interest (unaudited)   -    567    -    -    (567)   - 
Net income (unaudited)   -    -    -    1,018    8,232    9,250 
                               
Balance, September 30, 2022 (unaudited)   6,044,230   $4,894   $372   $1,413   $52,419   $59,098 
Balance, December 31, 2022   6,365,856   $5,792   $386   $1,608   $41,598   $49,384 
Dividends (unaudited)   -    -    -    (700)   -    (700)
Non-controlling interest distributions (unaudited)   -    -    -    -    (4,999)   (4,999)
Net change in foreign currency translation (unaudited)   -    -    277    -    2,041    2,318 
Net income (unaudited)   -    -    -    495    3,644    4,139 
Balance, March 31, 2023 (unaudited)   6,365,856   $5,792   $663   $1,403   $42,284   $50,142 
                               
Dividends (unaudited)   -    -    -    (700)   -    (700)
Non-controlling interest distributions   -    -         -    (4,998)   (4,998)
Net change in foreign currency translation (unaudited)   -    -    242    -    1,724    1,966 
Net income (unaudited)   -    -    -    698    4,984    5,682 
                               
Balance, June 30, 2023 (unaudited)   6,365,856    5,792    905    1,401    43,994    52,092 
Issuance of common shares in exchange for OP units   63,658    -    -    -    -    - 
Dividends (unaudited)   -    -    -    (700)   -    (700)
Non-controlling interest distributions (unaudited)   -    -    -    -    (5,158)   (5,158)
Net change in foreign currency translation (unaudited)   -    -    370    -    2,590    2,960 
Net income   -    -    -    589    4,115    4,704 
Balance, September 30, 2023 (unaudited)   6,429,514    5,792    1,275    1,290    45,541    53,898 

 

See accompanying notes to Condensed Consolidated financial statements

 

5

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in $000’s)

 

   2023   2022 
  

Nine Months Ended

September 30,

 
   2023   2022 
         
Cash flows from operating activities:          
Net income  $14,525    9,272 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   21,266    21,657 
Amortization of bond issuance costs   428    395 
Loss on real estate investment impairment   2,451    - 
Amortization of deferred financing costs   401    317 
(Increase) decrease in other assets   (2,270)   243 
Amortization of right of use asset   238    221 
Foreign currency transaction (gain) loss   (81)   10,932 
Foreign currency translation adjustments   -   1,624 
Increase in straight-line rent receivables   (1,232)   (1,063)
Increase (decrease) in accounts payable and accrued liabilities and other liabilities   6,518    (5,956)
Repayment of operating lease liability   (238)   (221)
Net cash provided by operating activities  $42,006    37,421 
           
Cash flow from investing activities:          
Purchase of real estate investments  $(108,062)   - 
Increase in notes receivable   (6,500)   (9,000)
Principal payments of notes receivable   1,012    531 
Net cash used in investing activities  $(113,550)   (8,469)
           
Cash flows from financing activities:          
Deferred financing costs  $(808)   - 
Proceeds from senior debt, net   69,208    103,588 
Proceeds from issuance of bonds, net   52,382    - 
Repayment of bonds   (15,727)   (106,012)
Repayment of senior debt   (11,187)   (30,503)
Repayment of non-controlling interest redemption liability   (15,753)   - 
Payment of dividends   (2,100)   - 
Non-controlling interest distributions   (15,155)   (10,923)
Net cash provided by (used in) financing activities  $60,860    (43,850)
Decrease in cash and cash equivalents and restricted cash and equivalents  $(10,684)   (14,898)
Cash and cash equivalents and restricted cash and equivalents at the beginning of the period   45,704    52,128 
Cash and cash equivalents and restricted cash and equivalents at the end of the period  $35,020    37,230 

 

6

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, continued

(Amounts in $000’s)

 

  

Nine Months Ended

September 30,

 
   2023   2022 
Supplemental Disclosure of Cash Flow Information:          
           
Cash paid during the period for interest  $18,186    17,089 
Supplemental schedule of noncash investing activities:          
Accumulated other comprehensive income:          
Foreign currency translation adjustments  $7,244    25,699 

 

See accompanying notes to Condensed Consolidated financial statements

 

7

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. Business

 

Overview

 

The Company

 

STRAWBERRY FIELDS REIT, Inc. (the “Company”) is a Maryland corporation formed in July 2019. The Company commenced operations on June 8, 2021. The Company conducts its business through a traditional UPREIT structure in which substantially all of its assets are owned by subsidiaries of Strawberry Fields Realty, LP, a Delaware limited partnership formed in July 2019 (the “Operating Partnership”). The Company is the general partner of the Operating Partnership (“OP”). The Company owns approximately 12.5% and 12.0% of the outstanding OP units as of September 30, 2023 and December 31, 2022, respectively.

 

As the sole general partner of the Operating Partnership, the Company has the exclusive power under the partnership agreement to manage and conduct the business affairs of the Operating Partnership, subject to certain limited approval and voting rights of the limited partners. The Company may cause the Operating Partnership to issue additional OP units in connection with property acquisitions, compensation or otherwise. The Company became a publicly traded entity on September 21, 2022.

 

The Company is engaged in the ownership, acquisition, financing and triple-net leasing of skilled nursing facilities and other post-acute healthcare properties. The Company’s portfolio consists of 98 healthcare properties with an aggregate of 12,203 licensed beds. The Company holds fee title to 97 of these properties and holds 1 property under a long-term lease. These properties are located in Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas. The Company generates substantially all of its revenues by leasing its properties to tenants under long-term leases primarily on a triple-net basis, under which the tenant pays the cost of real estate taxes, insurance and other operating costs of the facility and capital expenditures. Each healthcare facility located at its properties is managed by a qualified operator with an experienced management team.

 

Interim Condensed Consolidated Financial Statements

 

The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in the Condensed Consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim Condensed Consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s Condensed Consolidated financial position as of September 30, 2023, and the Condensed Consolidated results of operations and cash flows for the periods presented. The Condensed Consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2023.

 

Variable Interest Entity

 

The Company consolidates the Operating Partnership, a variable interest entity (“VIE”) in which the Company is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

 

Non-Controlling Interest

 

A non-controlling interest is defined as the portion of the equity in an entity not attributable, directly or indirectly, to the primary beneficiary. Non-controlling interests are required to be presented as a separate component of equity on a Condensed Consolidated balance sheet. Accordingly, the presentation of net income is modified to present the income attributed to controlling and non-controlling interests. The non-controlling interest on the Company’s Condensed Consolidated balance sheets represents OP units not held by the Company and represents approximately 87.5% and 88.0% of the outstanding OP Units issued by the Operating Partnership as of September 30, 2023 and December 31, 2022, respectively. The holders of these OP units are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP units. Net income is allocated to the non-controlling interest based on the weighted average of OP units outstanding during the period.

 

Basis of Presentation

 

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

 

8

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies

 

Use of Estimates

 

Management is required to make estimates and assumptions in the preparation of the Condensed Consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from management’s estimates.

 

Principles of Consolidation

 

The accompanying Condensed Consolidated financial statements include the accounts of the Company and the Operating Partnership and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased.

 

The Company’s cash, cash equivalents and restricted cash and cash equivalents periodically exceed federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to the cash in its operating accounts. On September 30, 2023 and December 31, 2022, the Company had $23.0 million and $40.7 million, respectively, on deposit in excess of federally insured limits. On April 30, 2023, the Company entered into Interbank Cash Sweep accounts to minimize exposure to loss of funds not federally insured. These sweep accounts held approximately $3.1 million as of September 30, 2023.

 

Restricted Cash and Cash Equivalents

 

Restricted cash primarily consists of amounts held by mortgage lenders to provide for real estate tax expenditures, tenant improvements, capital expenditures and security deposits, as well as escrow accounts related to principal and interest payments on Bonds.

 

Real Estate Depreciation

 

Real estate costs related to the acquisition and improvement of properties are capitalized and depreciated over the expected life of the asset on a straight-line basis. The Company considers the period of future benefit of an asset to determine its appropriate useful life. The Company does not incur expenditures for tenant improvements as they are the responsibility of the tenant per their respective leases. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

 

Building and improvements   7-45 years
Equipment and personal property   2-18 years

 

9

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Real Estate Valuation

 

In determining fair value and the allocation of the purchase price of acquisitions, the Company uses current appraisals or third-party valuations services. The most significant components of these allocations are typically the allocation of fair value to land and buildings and, for certain of its acquisitions, in place leases and other intangible assets. In the case of the fair value of buildings and the allocation of value to land and other intangibles, the estimates of the values of these components will affect the amount of depreciation and amortization the Company records over the estimated useful life of the property acquired or the remaining lease term. In the case of the value of in place leases, the Company makes best estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease up periods, market conditions and costs to execute similar leases. These assumptions affect the amount of future revenue that the Company will recognize over the remaining lease term for the acquired in place leases.

 

The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. Transaction costs related to acquisitions that are not deemed to be businesses are included in the cost basis of the acquired assets, while transaction costs related to acquisitions that are deemed to be businesses are expensed as incurred. All of the Company’s acquisitions of investment properties qualified as asset acquisitions during the period ended September 30, 2023.

 

Revenue Recognition

 

Rental income from operating leases is generally recognized on a straight-line basis over the terms of the leases. Substantially all of the Company’s leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows:

 

  (i) a specified annual increase over the prior year’s rent, generally between 1.0% and 3.0%;
     
  (ii) a calculation based on the Consumer Price Index; or
     
  (iii) specific dollar increases.

 

Contingent revenue is not recognized until all possible contingencies have been eliminated. The Company considers the operating history of the lessee and the general condition of the industry when evaluating whether all possible contingencies have been eliminated and have historically, and expect in the future, to not include contingent rents as income until received. The Company follows a policy related to rental income whereby the Company considers a lease to be non-performing after 60 days of non-payment of past due amounts and does not recognize unpaid rental income from that lease until the amounts have been received.

 

Rental revenues relating to non-contingent leases that contain specified rental increases over the life of the lease are recognized on the straight-line basis. Recognizing income on a straight-line basis requires us to calculate the total non-contingent rent containing specified rental increases over the life of the lease and to recognize the revenue evenly over that life. This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset included in our accompanying Condensed Consolidated balance sheets. At some point during the lease, depending on its terms, the cash rent payments eventually exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term. The Company assesses the collectability of straight-line rent in accordance with the applicable accounting standards and reserve policy. If the lessee becomes delinquent in rent owed under the terms of the lease, the Company may provide a reserve against the recognized straight-line rent receivable asset for a portion, up to its full value, that the Company estimates may not be recoverable.

 

10

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Revenue Recognition (Cont.)

 

Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market leases are accreted to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.

 

The Company reports revenues and expenses within our triple-net leased properties for real estate taxes that are escrowed and obligations of the tenants in accordance with their respective lease with us.

 

Gain from sale of real estate investments is recognized when control of the property is being transferred and it is probable that substantially all consideration will be collected.

 

Allowance for Doubtful Accounts

 

The Company evaluates the liquidity and creditworthiness of its tenants, operators and borrowers on a monthly and quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity and other factors. The Company’s tenants, borrowers and operators furnish property, portfolio and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the lease or debt service coverages that it uses as a primary credit quality indicator. Lease and debt service coverage information is evaluated together with other property, portfolio and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures and EBITDA (defined as earnings before interest, tax, depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its tenants’, operators’ and borrowers’ ability to service their obligations with the Company.

 

The Company maintains an allowance for doubtful accounts for straight-line rent receivables resulting from tenants’ inability to make contractual rent and tenant recovery payments or lease defaults. For straight-line rent receivables, the Company’s assessment is based on amounts estimated to be recoverable over the lease term.

 

Impairment of Long-Lived Assets and Goodwill

 

The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate assets. The expected future undiscounted cash flows are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized to the extent that the carrying value of the real estate assets is greater than their fair value.

 

Goodwill is tested for impairment at least annually based on certain qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. Potential impairment indicators include a significant decline in real estate values, significant restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the Company’s market capitalization. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies the required two-step quantitative approach. The quantitative procedures of the two-step approach (i) compare the fair value of a reporting unit with its carrying value, including goodwill, and, if necessary, (ii) compare the implied fair value of reporting unit goodwill with the carrying value as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities, excluding goodwill, is the implied value of goodwill and is used to determine the impairment amount, if any. The Company has selected the fourth quarter of each fiscal year to perform its annual impairment test.

 

11

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Concentrations of Credit Risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and cash equivalents, notes receivable and operating leases on owned properties. These financial instruments are subject to the possibility of loss of carrying value as a result of the failure of other parties to perform according to their contractual obligations or changes in market prices which may make the instrument less valuable. Cash and cash equivalents, restricted cash and equivalents are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk.

 

With respect to notes receivable, the Company obtains various collateral and other protective rights, and continually monitors these rights, in order to reduce such possibilities of loss. In addition, the Company provides reserves for potential losses based upon management’s periodic review of our portfolio.

 

On September 30, 2023, the Company held five notes receivable with an outstanding balance of $24.9 million. The notes have maturities ranging from 2023 through 2046, and interest rates ranging from 2% to 10.25%. One of the notes is collateralized by tenants’ accounts receivable. All other notes receivable are uncollateralized as of September 30, 2023. As of December 31, 2022, the Company held five notes receivable for a total amount of $19.4 million. As of September 30, 2023, all of these notes are paid monthly and are current. On October 25, 2023, one of these notes for $6.5 million was repaid in full.

 

Market Concentration Risk

 

As of September 30, 2023 and December 31, 2022, the Company owned 97 properties and leased 1 property. The properties are located in 9 states, with 20 properties of its total properties located in Illinois (which include 4,226 skilled nursing beds or 34.6% of the Company’s total beds) and 34 properties of its total properties in Indiana (which include 3,240 skilled nursing beds or 26.6% of the Company’s total beds). Since tenant revenue is primarily generated from Medicare and Medicaid, the operations of the Company are indirectly subject to the administrative directives, rules and regulations of federal and state regulatory agencies, including, but not limited to the Centers for Medicare & Medicaid Services, and the Department of Health and Aging in all states in which the Company operates. Such administrative directives, rules and regulations, including budgetary reimbursement funding, are subject to change by an act of Congress, the passage of laws by the state regulators or an administrative change mandated by one of the executive branch agencies. Such changes may occur with little notice or inadequate funding to pay for the related costs, including the additional administrative burden, to comply with a change.

 

Debt and Capital Raising Issuance Costs

 

Costs incurred in connection with the issuance of equity interests are recorded as a reduction of additional paid-in capital. Debt issuance costs related to debt instruments, excluding line of credit arrangements, are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the interest method. Deferred financing costs related to line of credit arrangements are deferred, recorded as an asset and amortized to interest expense over the remaining term of the related line of credit arrangement utilizing the interest method.

 

Penalties incurred to extinguish debt and any remaining unamortized debt issuance costs, discounts and premiums are recognized as income or expense in the Condensed Consolidated statements of income at the time of extinguishment.

 

Segment Reporting

 

Accounting guidance regarding disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. The Company’s investment decisions in health care properties, and resulting investments are managed as a single operating segment for internal reporting and for internal decision-making purposes. Therefore, the Company has concluded that it operates as a single segment.

 

12

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Basic and Diluted Income Per Common Share

 

The Company calculates basic income per common share by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. At September 30, 2023 and 2022, there were 45,437,910 and 47,212,167 OP units outstanding which were potentially dilutive securities. During the nine month periods ended September 30, 2023 and 2022, the assumed conversion of the OP units had no impact on basic income per share.

 

Foreign Currency Translation and Transactions

 

Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income, a component of equity on the Condensed Consolidated balance sheets.

 

Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses, if any, are included in other (loss) income, in the Condensed Consolidated statements of income.

 

Fair Value Measurement

 

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

 

● Level 1—quoted prices for identical instruments in active markets;

 

● Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

 

● Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and classifies such items in Level 1. In instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2. If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow valuation models.

 

13

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Real Estate Investments – Held for Sale

 

On September 30, 2023, the Company had two properties included in real estate investments which were held for sale and carried at the lower of their net book value or fair value on a non-recurring basis on the Condensed Consolidated balance sheets. On December 31, 2022, the Company had one property included in real estate investments which was held for sale and carried at the lower of its net book value or fair value on a non-recurring basis on the Condensed Consolidated balance sheets. The Company’s real estate investments held for sale were classified as Level 3 of the fair value hierarchy.

 

Stock-Based Compensation

 

The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the Condensed Consolidated financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions. The Company recognizes share-based payments over the vesting period.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually.

 

The adoption of ASU 2016-13 on January 1, 2023, was not material to the Company’s Condensed Consolidated financial position and results of operations.

 

14

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3. Restricted Cash and Equivalents

 

The following table presents the Company’s restricted cash and equivalents and escrow deposits:

 

   September 30,   December 31, 
   2023   2022 
   (amounts in $000’s) 
Escrow with trustee  $-   $2,287 
MIP escrow accounts   733    745 
Other escrow and debt deposits   290    781 
Property tax and insurance escrow   8,232    5,243 
Interest and expense reserve bonds escrow   3,706    2,276 
HUD replacement reserves   12,519    14,175 
Total restricted cash and equivalents  $25,480   $25,507 

 

Escrow with trustee - The Company transfers funds to the trustee for its Series A, C and D Bonds to cover principal and interest payments prior to the payment date.

 

MIP escrow accounts - The Company is required to make monthly escrow deposits for mortgage insurance premiums on the HUD guaranteed mortgage loans.

 

Other escrow and debt deposits – The Company funds various escrow accounts under certain of its loan agreements, primarily to cover debt service on underlying loans.

 

Property tax and insurance escrow - The Company funds escrows for real estate taxes and insurance under certain of its loan agreements.

 

Interest and expense reserve bonds escrow - The indentures for the Series A, C and D Bonds require the funding of a six-month interest reserve as well as an expense reserve. See Note 7 - Notes Payable and Other Debt.

 

HUD replacement reserves - The Company is required to make monthly payments into an escrow for replacement and improvement of the project assets covered by HUD guaranteed mortgage loans. A portion of the replacement reserves are required to be maintained until the applicable loan is fully paid.

 

NOTE 4. Real Estate Investments, net

 

Real estate investments consist of the following:

 

   Estimated Useful Lives  

September 30,

2023

  

December 31,

2022

 
   (Years)   (Amounts in $000’s) 
Buildings and improvements  7-45   $574,844   $495,215 
Equipment and personal property  2-18    97,359    78,524 
Land  -    65,509    60,010 
Real estate investments, gross       737,712    633,749 
Less: accumulated depreciation       (212,185)   (194,838)
Real estate investments, net      $525,527   $438,911 

 

For the three-month periods ended September 30, 2023 and 2022, total depreciation expense was $6.5 million and $6.3 million, respectively. For the nine-month periods ended September 30, 2023 and 2022, total depreciation expenses were $19.0 million and $19.4 million, respectively.

 

15

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4. Real Estate Investments, net (Cont.)

 

Acquisition of Properties

 

On January 3, 2023, the Company acquired a property located in Kentucky for a total cost of $6.0 million including finder fees and leasehold improvements. The Company also committed to a $700,000 leasehold improvement that will be completed by the new tenant. This property contains a skilled nursing facility with 120 licensed beds and approximately 34,824 square feet. Concurrently with the closing of the acquisition, we added the property to an existing master lease with a third-party operator. The lease has an initial term of 10 years, with two extension options of five years each. The initial annualized base rent is $600,000, which is subject to an annual increase of approximately 3.0%.

 

On August 25, 2023, the Company acquired 24 healthcare facilities located in Indiana (the “Indiana Facilities”) for a total purchase price of $102.0 million. The 24 Facilities are comprised of nineteen skilled nursing facilities with 1,659 licensed beds and five assisted living facilities with 193 beds, of which 29 beds are licensed.

 

The Indiana Facilities were leased under a master lease agreement dated November 1, 2022, between the sellers and a group of tenants affiliated with two of the Company’s directors, Moishe Gubin and Michael Blisko. Under the master lease, the tenants are required to pay annual rent, on a triple net basis, commencing on December 1, 2022, in the amount of $9.5 million, which amount is subject to annual increases set forth in the master lease. The master lease has an initial term of seven years. The tenants have three options to extend the lease. The first option is for 3 years, the two remaining options are for 5 years each. The tenants have an option to buy the properties after 6 years for $127 million. The material terms of the master lease were not modified as a result of the purchase. The tenants operate the Indiana Facilities as skilled nursing and assisted living facilities.

 

Other Properties

 

In December 2022, the Company, through one of its subsidiaries, took title on a property in Massachusetts through a foreclosure. As of September 30, 2023, and December 31, 2022, the property is carried at its estimated fair value of $1.2 million and is included in real estate investments in the accompanying Condensed Consolidated balance sheets.

 

In February 2023, one facility under our southern Illinois master lease was closed. The closure was made at the request of the tenant and mainly for efficiency reasons. This facility is under a master lease with two other facilities. The closing did not affect the aggregate rent payable under the master lease, which has been paid without interruption. As a result of the closure, the Company has elected to sell the property. The Company has written off the remaining book value of this property and has recorded a loss on real estate investment impairment of approximately $2.5 million during the nine-month period ended September 30, 2023, since the facility is no longer licensed to operate as a skilled nursing facility. Additionally, the tenant continues to be responsible for ensuring the building is secure and paying utilities, real estate taxes and insurance bills.

 

16

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 5. Intangible Assets and Goodwill

 

Intangible assets consist of the following goodwill, Certificate of Need (“CON”) licenses and lease rights:

 

  

Goodwill

including CON

Licenses

   Lease Rights   Total 
   (Amounts in $000’s) 
Balances, December 31, 2021               
Gross  $1,323   $54,577   $55,900 
Accumulated amortization   -    (41,240)   (41,240)
Net carrying amount   1,323    13,337    14,660 
Amortization   -    (2,271)   (2,271)
Balances, September 30, 2022               
Gross   1,323    54,577    55,900 
Accumulated amortization   -    (43,511)   (43,511)
Net carrying amount  $1,323   $11,066   $12,389 
                
Balances, December 31, 2022               
Gross  $1,323    54,577    55,900 
Accumulated amortization   -    (44,268)   (44,268)
Net carrying amount   1,323    10,309    11,632 
Amortization   -    (2,271)   (2,271)
Balances, September 30, 2023               
Gross   1,323    54,577    55,900 
Accumulated amortization   -    (46,539)   (46,539)
Net carrying amount  $1,323    8,038    9,361 

 

Estimated amortization expense for all lease rights for each of the future years ending December 31, is as follows:

 

  

Amortization of

Lease Rights

 
   (Amounts in $000’s) 
2023 (three months)   757 
2024   3,028 
2025   3,028 
2026   675 
2027   462 
Thereafter   88 
Total  $8,038 

 

17

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6. Leases

 

As of September 30, 2023, and December 31, 2022, the Company had leased 107 facilities (98 properties) and 83 facilities (79 properties), respectively, to tenant/operators in the States of Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas. As of September 30, 2023, and December 31, 2022, all of the Company’s facilities were leased. Most of these facilities are leased on a triple net basis, meaning that the lessee (i.e., operator of the facility) is obligated under the lease for all expenses of the property in respect to insurance, taxes and property maintenance, as well as the lease payments.

 

The following table provides additional information regarding the properties owned/leased by the Company for the periods indicated:

 

   September 30,   December 31, 
   2023   2022 
Cumulative number of facilities (properties)   107(98)   83(79)
Cumulative number of properties   (98)   (79)
Cumulative number of operational beds   12,203    10,332 

 

The following table provides additional information regarding the properties/facilities leased by the Company as of September 30, 2023:

 

State 

Number of

Operational

Beds/Units

  

Owned by

Company

  

Leased by

Company

   Total 
Illinois   4,226    20    -    20 
Indiana   3,240    38    1    39 
Michigan   100    1    -    1 
Ohio   238    4    -    4 
Tennessee   1,056    12    -    12 
Kentucky   1,165    11    -    11 
Arkansas   1,568    14    -    14 
Oklahoma   137    2    -    2 
Texas   473    4    -    4 
Total properties   12,203    106    1    107 
                     
Facility Type                    
Skilled Nursing Facilities   11,848    96    1    97 
Long-Term Acute Care Hospitals   63    2    -    2 
Assisted Living Facility   292    8    -    8 
Total facilities   12,203    106    1    107 

 

As of September 30, 2023, total future minimum rental revenues for the Company’s tenants are as follows:

 

Year  Amount 
(Amounts in $000s)  
2023 (three month period)  $23,410 
2024   94,634 
2025   87,155 
2026   70,410 
2027   70,979 
Thereafter   212,470 
Total  $559,058 

 

18

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6. Leases (Cont.)

 

The following table provides summary information regarding the number of operational beds associated with a property leased by the Company and subleased to third-party operators:

 

   September 30,   December 31, 
   2023   2022 
Number of facilities leased and subleased to third parties   1    1 
Number of operational beds   68    68 

 

Right of use assets and operating lease liabilities are disclosed as separate line items in the Condensed Consolidated balance sheets and are valued based on the present value of the future minimum lease payments at the lease commencement. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s operating lease obligation is for one skilled nursing facility. The lease has an initial term that expires on March 1, 2028, and has two five-year renewal options. The lease is a triple net lease, which requires the Company to pay real and personal property taxes, insurance expenses and all capital improvements. The Company subleases the building as part of the Indiana master lease. Based on the sublease with the Company’s tenant, the tenant is required to pay real and personal property taxes, insurance expenses and all capital improvements.

 

The components of lease expense and other lease information are as follows:

 

   2023   2022   2023   2022 
  

Nine Month Period ended

September 30,

  

Three Month Period ended

September 30,

 
   2023   2022   2023   2022 
Operating lease cost  $296    293    99    99 

 

(Amount in $’000s) 

September 30,

2023

   December 31,
2022
 
Operating lease right of use asset  $1,595   $1,833 
Operating lease liability  $1,595   $1,833 
Weighted average remaining lease term-operating leases (in years)   4.5    5.25 
Weighted average discount rate   4.1%   4.1%

 

Future minimum operating lease payments under non-cancellable leases as of September 30, 2023, reconciled to the Company’s operating lease liability presented on the Condensed Consolidated balance sheets are:

 

(Amount in $’000s)  (Amounts in $’000s) 
2023 (three month period)  $99 
2024   395 
2025   395 
2026   395 
2027   395 
Thereafter   99 
Total  $1,778 
Less Interest   (183)
Total operating lease liability  $1,595 

 

Other Properties leased by the Company

 

The Company, through one of its subsidiaries, leases its office spaces from a related party. Rental expenses under the leases for the nine-month periods ended September 30, 2023, and 2022, was $157,000 and $152,000, respectively. Rental expense under the leases for the three-month periods ended September 30, 2023, and 2022, was $52,000 and $55,000, respectively.

 

19

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt

 

Notes Payable and Other Debt consist of the following:

 

   Weighted
Interest Rate at
September 30,
   September 30,   December 31, 
   2023   2023   2022 
       (Amounts in $’000s) 
HUD guaranteed loans   3.26%  $273,310   $275,778 
Bank loans   8.83%   165,714    105,225 
Series A, C and D Bonds   6.63%   107,436    75,788 
Gross Notes Payable and other Debt       $546,460   $456,791 
Debt issuance costs        (3,266)   (1,376)
Net Notes Payable and other Debt       $543,194   $455,415 

 

Principal payments on the Notes Payable and Other Debt payable through maturity are as follows:

 

Year Ending December 31,  Amount 
(Amounts in $’000s)    
2023 (three-month period)  $2,832 
2024   28,035 
2025   19,627 
2026   98,992 
2027   109,735 
Thereafter   287,239 
Total  $546,460 

 

Debt Covenant Compliance

 

As of September 30, 2023 and December 31, 2022, the Company was party to approximately 42 and 40 outstanding credit related instruments, respectively. These instruments included credit facilities, mortgage notes, bonds and other credit obligations. Some of the instruments include financial covenants. Covenant provisions include, but are not limited to, debt service coverage ratios, and minimum levels of EBITDA (defined as earnings before interest, tax, and depreciation and amortization) or EBITDAR (defined as earnings before interest, tax, depreciation and amortization and rental expense). Some covenants are based on annual financial metric measurements, and some are based on quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant provisions. As of September 30, 2023, the Company was in compliance with all financial and administrative covenants.

 

Senior Debt – Commercial Bank Mortgage Loan Facility

 

On March 21, 2022, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $105 million. The facility provides for monthly payments of principal based on a 20-year amortization with a balloon payment due in March 2027. The rate is based on the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor of 4% (as of September 30, 2023, the rate was 8.83%). As of September 30, 2023, and December 31, 2022, total amounts outstanding were $99.71 million and $102.39 million, respectively. This facility loan is collateralized by 21 properties owned by the Company. The loan proceeds were used to repay the Series B Bonds and prepay commercial loans not secured by HUD guaranteed mortgages. The Company recognized a foreign currency transaction loss of approximately $10.1 million in connection with the repayment of the Series B Bonds during the nine months ended September 30, 2022.

 

On August 25, 2023, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $66 million. The facility is an interest only facility for the first 12 months and provides for monthly payments of principal based on a 20-year amortization starting in the second year with a balloon payment due in August 2028. The rate is based on the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor of 4% (as of September 30, 2023, the rate was 8.83%). As of September 30, 2023, total amounts outstanding was $66.0 million. This facility loan is collateralized by and used for the acquisition of 19 properties (24 facilities). See note 4 above.

 

20

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Senior Debt – Commercial Bank Mortgage Loan Facility (Cont.)

 

Both credit facilities financial covenants consist of (i) a covenant that the ratio of the Company’s indebtedness to its EBITDA cannot exceed 8.0 to 1, (ii) a covenant that the ratio of the Company’s net operating income to its debt service before dividend distribution is at least 1.20 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, (iii) a covenant that the ratio of the Company’s net operating income to its debt service after dividend distribution is at least 1.05 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, and (iii) a covenant that the Company’s GAAP equity is at least $20.0 million. As of September 30, 2023, the Company was in compliance with these loan covenants.

 

Senior Debt – Mortgage Loans Guaranteed by HUD

 

As of September 30, 2023, and December 31, 2022, the Company had HUD guaranteed mortgage loans from financial institutions of approximately $273 million and $276 million, respectively. These loans were secured by first mortgage liens on the applicable properties, assignments of rent and second liens on the operator’s assets. In addition to interest payments, the Company pays HUD annual mortgage insurance premiums of 0.65% of the loan balances. As a result, the overall interest rate paid by the Company with respect to the HUD guaranteed loans as of September 30, 2023 was 3.91% and December 31, 2022 was 3.88% (including the mortgage insurance premium).

 

Series A Bonds

 

In November 2015, the Company, through a subsidiary, issued Series A Bonds in the face amount of NIS 265.2 million ($68 million) and received the net amount after issuance costs of NIS 251.2 million ($64.3 million). Since then, the Company increased the series amount twice in September 2016 and May 2017 and received a combined net amount of $30.1 million. The Series A Bonds interest rate is 6.4% as of September 30, 2023. The effective weighted interest rate on these bonds, including those issued in the additional offering, is 7.4%. In June 2023, Standard & Poor’s provided rating for the Series A Bonds of ilA. As of September 30, 2023 and December 31, 2022, the outstanding balances of the Series A Bonds were $9.3 million and $21.5 million, respectively. Series A bond was paid off on November 8, 2023. See note 14.

 

Series C Bonds

 

In July 2021, the BVI Company completed an initial offering on the Tel Aviv Stock Exchange (“TASE”) of Series C Bonds with a par value of NIS 208.0 million ($64.7 million). These Series C Bonds were issued at par. Offering and issuance costs of approximately $1.7 million were incurred at closing. During February 2023, the Company issued additional Series C Bonds with a par value of NIS 40.00 million ($11.3 million) and raised a gross amount of $10.73 million (NIS 38.1 million). The Bonds were issued at a price of 95.25%. As of September 30, 2023, and December 31, 2022, the outstanding balances of the Series C Bonds were $57.7 million and $55.6 million, respectively.

 

21

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series C Bonds (Cont.)

 

Interest

 

The Series C Bonds initially bore interest at a rate of 5.7% per annum. In July 2021, Standard & Poor’s provided an initial rating for the Series C Bonds of ilA+.

 

Interest on the Series C Bonds is payable semi-annually in arrears on July 31 and January 31 of each year. The interest rate may increase if certain financial ratios are not achieved, as discussed below.

 

Payment Terms

 

The principal amount of the Series C Bonds is payable in five annual installments due on July 31 of each of the years 2022 through 2026. The first four principal payments are equal to 6% of the original principal amount of the Series C Bonds, and the last principal payments is equal to the outstanding principal amount of the Series C Bonds.

 

Financial Covenants

 

Until the date of full repayment of the Series C Bonds, the BVI Company must comply with certain financial covenants described below. The application of the covenants is based on the financial statements of the BVI Company as prepared under the IFRS accounting method. The financial covenants are as follows:

 

● The stockholders’ equity of the BVI Company may not be less than $230 million.

 

● The ratio of the Condensed Consolidated stockholders’ equity of the BVI Company to its total Condensed Consolidated balance sheet may not be less than 25%.

 

● The ratio of the adjusted net financial debt to adjusted EBITDA of the BVI Company (for the past four quarters) may not exceed 12.

 

● The ratio of the outstanding amount of the Series C Bonds to the fair market value of the collateral may not exceed 75%.

 

22

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series C Bonds (Cont.)

 

Dividend Restrictions

 

The indenture for the Series C Bonds limits the amount of dividends that may be paid by the BVI Company to the Operating Partnership. The BVI Company may not make any distribution unless all of the following conditions are fulfilled (with all amounts calculated under IFRS):

 

● The distribution amount may not exceed 80% of the net profit after tax that is recognized in the most recent Condensed Consolidated financial statements of the BVI Company, less profits or losses arising from a change in accounting methods, net of revaluation profits/losses (that have not yet been realized) arising from a change in the fair value of the assets with respect to the fair value in the prior reporting period.

 

● The ratio of the consolidated stockholders’ equity of the BVI Company to its total consolidated balance sheet may not be less than 30%.

 

● The distributable profits for which no distribution was performed in a specific year will be added to the following quarters.

 

● The BVI Company’s equity at the end of the last quarter, before the distribution of dividends, less the dividends distributed, may not be less than $250 million.

 

As of September 30, 2023, the BVI Company met these financial conditions, and the BVI Company was not in violation of any of its material undertakings to the holders of the Series C Bonds.

 

Increase in Interest Rate

 

In the event that:

 

(i) the stockholders’ equity of the BVI Company (excluding minority interests) is less than $250 million;

 

(ii) the ratio of the adjusted net financial debt to adjusted EBITDA (for the latest four quarters) exceeds 11;

 

(iii) the ratio of the consolidated equity of the BVI Company to total consolidated assets of the BVI Company is below 27%; or

 

(iv) the ratio of outstanding amount of the Series C Bonds to the fair market value of the collateral for the Series C Bonds exceeds 75%,

 

then, in each case, the interest on the Series C Bonds will increase by an additional 0.5% annually, but only once with respect to each failure to meet these requirements. Compliance with these financial covenants is measured quarterly.

 

Additionally, if a decline in the rating of the Series C Bonds should take place, then for each single ratings decrease, the interest will be increased by 0.25% per year, up to a maximum increment of 1.25% annually.

 

In any case, the total increase in the interest rate as a result of the above adjustments will not exceed 1.5% per year. The increases in the interest rate will also be reversed if the BVI Company regains compliance.

 

23

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series C Bonds (Cont.)

 

Security

 

The Series C Bonds are secured by first mortgage liens on nine properties. In addition, the Series C Bonds are also secured by interest and expenses reserves. The BVI Company has agreed not to pledge its assets pursuant to a general lien without obtaining the prior consent of the holders of the Series C Bonds, provided that the BVI Company is entitled to register specific liens on its properties and also to provide guarantees and its subsidiaries are entitled to register general and specific liens on their assets.

 

Under the terms of the indenture for the Series C Bonds, the BVI Company can take out properties from the collateral (in case of HUD refinancing) or to add properties and increase the Series C Bonds as long as the ratio of outstanding amount of the Series C Bonds to fair market value of the collateral is not more than 65%. In addition, starting from July 1, 2023, if the fair market value of the collateral is below 55%, the BVI Company can request to release collateral so the fair market value will increase to 55%. As of September 30, 2023, the ratio of outstanding Series C Bonds to fair value of the collateral was 51.7%.

 

Additional Bonds

 

The BVI Company can issue additional Series C Bonds at any time not to exceed a maximum outstanding of NIS 630 million (or $165 million).

 

Redemption Provisions

 

The BVI Company may, at its discretion, call the Series C Bonds for early repayment. In the event of the redemption of all of the Series C Bonds, the BVI Company would be required to pay the highest of the following amounts:

 

the market value of the balance of the Series C Bonds in circulation which will be determined based on the average closing price of the Series C Bonds for thirty (30) trading days before the date on which the board of directors resolves to undertake the early redemption;
   
the par value of the Series C Bonds available for early redemption in circulation (i.e., the principal balance of the Series C Bonds plus accrued interest until the date of the actual early redemption); or
   
the balance of the payments under the Series C Bonds (consisting of future payments of principal and interest), when discounted to their present value based on the annual yield of the Israeli government bonds plus an “additional rate.” The additional rate will be 1.0% per annum for early repayment performed by September 30, 2022, 2.5% from October 1, 2022, to September 30, 2023, and 3.0% thereafter.

 

Change of Control

 

The holders of a majority of the Series C Bonds may accelerate the outstanding balance of the Bonds if the control of the BVI Company is transferred, directly or indirectly, unless the transfer of control is approved by the holders of a majority of the Series C Bonds.

 

For purposes of the Series C Bonds, the “controlling stockholders” of the BVI Company are deemed to be Moishe Gubin and Michael Blisko.

 

24

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Change of Control (Cont.)

 

For the purpose of this provision, a transfer of control means a change of control of the BVI Company such that the BVI Company has a controlling stockholder that is not any of the “controlling stockholders” and/or is in the hands of any of their immediate family members (including through trusts that the controlling stockholders and/or any of their immediate family members are the beneficiaries under and/or are their managers). In this regard, “control” is defined in the Israeli Companies Law.

 

Series D Bonds

 

In June 2023, the BVI Company completed an initial offering on the Tel Aviv Stock Exchange (“TASE”) of Series D Bonds with a par value of NIS 82.9 million ($22.9 million). These Series D Bonds were issued at par. Offering and issuance costs of approximately $0.6 million were incurred at closing. During July 2023, the BVI Company issued additional Series D Bonds with a par value of NIS 70.0 million and raised a gross amount of $19.2 million (NIS 69.8 million). The Bonds were issued at a price of 99.7%. As of September 30, 2023 the outstanding balance of the Series D Bonds was $40.0 million.

 

Interest

 

The Series D Bonds initially bore interest at a rate of 9.1% per annum. In June 2023, Standard & Poor’s provided an initial rating for the Series D Bonds of ilA.

 

Interest on the Series D Bonds is payable semi-annually in arrears on March 31 and September 30 of each year. The interest rate may increase if certain financial ratios are not achieved, as discussed below.

 

Payment Terms

 

The principal amount of the Series D Bonds is payable in three annual installments due on September 30 of each of the years 2024 through 2026. The first two principal payments are equal to 6% of the original principal amount of the Series D Bonds, and the last principal payments is equal to the outstanding principal amount of the Series D Bonds.

 

Financial Covenants

 

Until the date of full repayment of the Series D Bonds, the BVI Company must comply with certain financial covenants described below. The application of the covenants is based on the financial statements of the BVI Company as prepared under the IFRS accounting method. The financial covenants are as follows:

 

● The stockholders’ equity of the BVI Company may not be less than $230 million.

 

● The ratio of the Condensed Consolidated stockholders’ equity of the BVI Company to its total Condensed Consolidated balance sheet may not be less than 25%.

 

● The ratio of the adjusted net financial debt to adjusted EBITDA of the BVI Company (for the past four quarters) may not exceed 12.

 

25

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series D Bonds (Cont.)

 

Dividend Restrictions

 

The indenture for the Series D Bonds limits the amount of dividends that may be paid by the BVI Company to its stockholders. The BVI Company may not make any distribution unless all of the following conditions are fulfilled (with all amounts calculated under IFRS):

 

● The distribution amount may not exceed 80% of the net profit after tax that is recognized in the most recent Condensed Consolidated financial statements of the BVI Company, less profits or losses arising from a change in accounting methods, net of revaluation profits/losses (that have not yet been realized) arising from a change in the fair value of the assets with respect to the fair value in the prior reporting period.

 

● The ratio of the consolidated stockholders’ equity of the BVI Company to its total consolidated balance sheet may not be less than 30%.

 

● The distributable profits for which no distribution was performed in a specific year will be added to the following quarters.

 

● The BVI Company’s equity at the end of the last quarter, before the distribution of dividends, less the dividends distributed, may not be less than $250 million.

 

The BVI Company meets the financial conditions described above, and the BVI Company is not in violation of all and/or any of its material undertakings to the holders of the Series D Bonds as of September 30, 2023.

 

Increase in Interest Rate

 

In the event that:

 

(i) the stockholders’ equity of the BVI Company (excluding minority interests) is less than $250 million;

 

(ii) the ratio of the adjusted net financial debt to adjusted EBITDA (for the latest four quarters) exceeds 11;

 

(iii) the ratio of the consolidated equity of the BVI Company to total consolidated assets of the BVI Company is below 27%; or

 

then, in each case, the interest on the Series D Bonds will increase by an additional 0.5% annually, but only once with respect to each failure to meet these requirements. Compliance with these financial covenants is measured quarterly.

 

Additionally, if a decline in the rating of the Series D Bonds should take place, then for each single ratings decrease, the interest will be increased by 0.25% per year, up to a maximum increment of 1.25% annually.

 

In any case, the total increase in the interest rate as a result of the above adjustments will not exceed 1.5% per year. The increases in the interest rate will also be reversed if the BVI Company regains compliance.

 

26

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series D Bonds (Cont.)

 

Security

 

The BVI Company has committed not to pledge its assets under general liens without obtaining the consent in advance of the Bond holders. Nevertheless, the BVI Company is entitled to register specific liens on its properties and also to provide guarantees; and its subsidiaries are entitled to register liens, including general and specific, on their assets.

 

Additional Bonds

 

The BVI Company can issue additional Series D Bonds at any time not to exceed a maximum outstanding of NIS 450 million (or $118 million).

 

Redemption Provisions

 

The BVI Company may, at its discretion, call the Series D Bonds for early repayment. In the event of the redemption of all of the Series D Bonds, the BVI Company would be required to pay the highest of the following amounts:

 

the market value of the balance of the Series D Bonds in circulation which will be determined based on the average closing price of the Series D Bonds for thirty (30) trading days before the date on which the board of directors resolves to undertake the early redemption;
   
the par value of the Series D Bonds available for early redemption in circulation (i.e., the principal balance of the Series D Bonds plus accrued interest until the date of the actual early redemption); or
   
the balance of the payments under the Series D Bonds (consisting of future payments of principal and interest), when discounted to their present value based on the annual yield of the Israeli government bonds plus an “additional rate.” The additional rate will be 1.0% per annum for early repayment performed by September 30, 2024, and 3.0% thereafter.

 

Change of Control

 

The holders of a majority of the Series D Bonds may accelerate the outstanding balance of the Bonds if the control of the BVI Company is transferred, directly or indirectly, unless the transfer of control is approved by the holders of a majority of the Series D Bonds.

 

For purposes of the Series D Bonds, the “controlling stockholders” of the BVI Company are deemed to be Moishe Gubin and Michael Blisko.

 

27

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Change of Control (Cont.)

 

For the purpose of this provision, a transfer of control means a change of control of the BVI Company such that the BVI Company has a controlling stockholder that is not any of the “controlling stockholders” and/or is in the hands of any of their immediate family members (including through trusts that the controlling stockholders and/or any of their immediate family members are the beneficiaries under and/or are their managers). In this regard, “control” is defined in the Israeli Companies Law.

 

NOTE 8. Commitments and Contingencies

 

Commitments

 

The Company guarantees from time-to-time obligations of its wholly-owned subsidiaries.

 

Contingencies

 

The Company’s operating results and financial condition are dependent on the ability of its tenants to meet their lease obligations to us.

 

Although the amount of rent that the Company receives from its tenants is not dependent on the tenants’ operating results, the tenants’ ability to fulfill their lease obligations, including the payment of rent, could be adversely affected if our tenants encountered significant financial difficulties due to a pandemic. To date, the Company does not believe that the coronavirus outbreak has had a material adverse impact on its tenants.

 

In March 2020, Joseph Schwartz, Rosie Schwartz and certain companies owned by them filed a complaint in the U.S. District Court for the Northern District of Illinois against Moishe Gubin, Michael Blisko, Strawberry Fields REIT, LLC (“the Predecessor Company”) and 21 of its subsidiaries, as well as the operators of 17 of the facilities operated at our properties. The complaint was related to the Predecessor Company’s acquisition of 16 properties located in Arkansas and Kentucky that were completed between May 2018 and April 2019 and the attempt to purchase an additional 5 properties located in Massachusetts. The complaint was dismissed by the court in 2020 for lack of subject matter jurisdiction. The plaintiffs did not file an appeal of this dismissal, and the time for an appeal has expired.

 

In August 2020, Joseph Schwartz, Rosie Schwartz and several companies controlled by them filed a second complaint in the Circuit Court in Pulaski County, Arkansas. The second complaint had nearly identical claims as the federal case, but was limited to matters related to the Predecessor Company’s acquisition of properties located in Arkansas. The sellers, which were affiliates of Skyline Health Care, had encountered financial difficulties and requested the Predecessor Company to acquire these properties. The defendants have filed an answer denying the plaintiffs’ claims and asserting counterclaims based on breach of contract. The parties are currently engaged in discovery.

 

In January 2021, Joseph Schwartz, Rosie Schwartz and certain companies owned by them filed a third complaint in Illinois state court in Cook County, Illinois, which has nearly identical claims to the initial federal case but was limited to claims related to the Kentucky and Massachusetts properties. The complaint has not been properly served on any of the defendants, and, accordingly, the defendants did not respond to the complaint. On January 11, 2023, the Cook County Circuit Court granting a motion to quash service on all defendants. In March 2023, the plaintiffs filed a new complaint and again attempted to serve it on the defendants. The defendants filed a motion to dismiss the complaint on the basis that service was defective. The court granted this motion and dismissed the complaint on June 20, 2023.

 

28

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8. Commitments and Contingencies (Cont.)

 

In each of these complaints, the plaintiffs asserted claims for fraud, breach of contract and rescission arising out of the defendants’ alleged failure to perform certain post-closing obligations under the purchase contracts. The Company has potential direct exposure for these claims because the subsidiaries of the Predecessor Company that were named as defendants are now subsidiaries of the Operating Partnership. Additionally, the Operating Partnership is potentially liable for the claims made against Moishe Gubin, Michael Blisko and the Predecessor Company pursuant to the provisions of the contribution agreement, under which the Operating Partnership assumed all of the liabilities of the Predecessor Company and agreed to indemnify the Predecessor Company and its affiliates for such liabilities. The Company and the named defendants believe that the claims set forth in the complaints are without merit. The named defendants intend to vigorously defend the litigation and to assert counterclaims against the plaintiffs based on their failure to fulfill their obligations under the purchase contracts, interim management agreement, and operations transfer agreements. The Company believes this matter will be resolved without a material adverse effect to the Company.

 

As noted above, the March 2020 and January 2021 complaints also related to the Predecessor Company’s planned acquisition of five properties located in Massachusetts. Certain subsidiaries of the Predecessor Company purchased loans related to these properties in 2018 for a price of $7.74 million with the expectation that the subsidiaries would acquire title to the properties and the loans would be retired. The subsidiaries subsequently advanced $3.1 million under the loans to satisfy other liabilities related to the properties. The planned acquisition/settlement with the sellers/owners and borrowers was cancelled because they were forced to surrender their licenses to operate healthcare facilities on these properties due to their cash flow issues. In July 2022, the Company as lender sold four of the five properties at auction for the total amount of $4.4 million. In December 2022, the Company took title to the fifth property. The Company is in the process of pursuing collection efforts with respect to the balance outstanding and plans to sell the foreclosed property and pursue the guarantors of the loans to recover the unpaid principal balances as well as protective advances and collection costs.

 

Note 9. Equity Incentive Plan

 

The Company has adopted the 2021 Equity Incentive Plan (the “Plan”). The Plan permits the grant of both options qualifying under Section 422 of the Internal Revenue Code (“incentive stock options”) and options not so qualifying, and the grant of stock appreciation rights, stock awards, incentive awards, performance units, and other equity-based awards. A total of 250,000 shares have been authorized to be granted under the Plan.

 

As of September 30, 2023, 225,100 shares were available for grant. No shares were issued during the nine month periods ended September 30, 2023 and 2022.

 

29

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 10. Stockholders’ Equity and Distributions

 

The Company elected and qualified to be treated as a REIT commencing with the taxable year ended December 31, 2022. U.S. federal income tax law requires that a REIT distribute annually at least 90% of its net taxable income, excluding net capital gains, and that it pays tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income, including net capital gains. In addition, a REIT is required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions that it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.

 

As of September 30, 2023, there were a total of 6,429,514 shares of common stock issued and outstanding. The outstanding shares were held by a total of approximately 712 stockholders of record, including certain affiliates of the Company who held 864,240 of these shares.

 

As of September 30, 2023, there were 45,437,910 OP units outstanding. Under the terms of the partnership agreement for the Operating Partnership, such holders have the right to request the cash redemption of their OP units. If a holder requests redemption, the Company has the option of issuing shares of common stock to the requesting holder instead of cash. The OP unit holders are required to obtain Company approval prior to the sale or transfer of any or all of such holder’s OP units.

 

The Company has reserved a total of 45,437,910 shares of common stock that may be issued, at the Company’s option, upon redemption of the OP units outstanding as of September 30, 2023.

 

NOTE 11. Related Party Transactions and Economic Dependence

 

The following entities and individuals are considered to be Related Parties:

 

Moishe Gubin CEO & Chairman of the Board and a stockholder of the Company
Michael Blisko Director and a stockholder of the Company
Nahman Eingal Chief Financial Officer and a stockholder of the Company
Operating entities See list below

 

Lease Agreements with Related Parties

 

As of September 30, 2023, and December 31, 2022, each of the Company’s facilities was leased and operated by separate tenants. Each tenant is an entity that leases the facility from one of the Company’s subsidiaries and operates the facility as a healthcare facility. The Company had 64 tenants out of 107 who were related parties as of September 30, 2023, and 41 tenants out of 83 who were related parties as of December 31, 2022. Most of the lease agreements are triple net leases.

 

30

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

The following table sets forth details of the lease agreements in force between the Company and its subsidiaries and lessees that are related parties as of September 30, 2023:

 

          (1)(2)    (1)(2)                        
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Indiana                                  
IN  1020 West Vine Street Realty, LLC  The Waters of Princeton II, LLC   49.24%   50.25%  $1,045,506    3.00%   1.07%  8/1/2025  2 five year
IN  12803 Lenover Street Realty LLC  The Waters of Dillsboro – Ross Manor II LLC   49.24%   50.25%   1,353,655    3.00%   1.39%  8/1/2025  2 five year
IN  1350 North Todd Drive Realty, LLC  The Waters of Scottsburg II LLC   49.24%   50.25%   1,089,527    3.00%   1.12%  8/1/2025  2 five year
IN  1600 East Liberty Street Realty LLC  The Waters of Covington II LLC   49.24%   50.25%   1,309,634    3.00%   1.35%  8/1/2025  2 five year
IN  1601 Hospital Drive Realty LLC  The Waters of Greencastle II LLC   49.24%   50.25%   1,100,532    3.00%   1.13%  8/1/2025  2 five year
IN  1712 Leland Drive Realty, LLC  The Waters of Huntingburg II LLC   49.24%   50.25%   1,045,506    3.00%   1.07%  8/1/2025  2 five year
IN  2055 Heritage Drive Realty LLC  The Waters of Martinsville II LLC   49.24%   50.25%   1,133,548    3.00%   1.16%  8/1/2025  2 five year
IN  3895 South Keystone Avenue Realty LLC  The Waters of Indianapolis II LLC   49.24%   50.25%   891,431    3.00%   0.92%  8/1/2025  2 five year
IN  405 Rio Vista Lane Realty LLC  The Waters of Rising Sun II LLC   49.24%   50.25%   638,309    3.00%   0.66%  8/1/2025  2 five year
IN  950 Cross Avenue Realty LLC  The Waters of Clifty Falls II LLC   49.24%   50.25%   1,518,735    3.00%   1.56%  8/1/2025  2 five year
IN  958 East Highway 46 Realty LLC  The Waters of Batesville II LLC   49.24%   50.25%   946,458    3.00%   0.97%  8/1/2025  2 five year
IN  2400 Chateau Drive Realty, LLC  The Waters of Muncie II LLC   49.24%   50.25%   792,383    3.00%   0.81%  8/1/2025  2 five year
IN  The Big H2O LLC  The Waters of New Castle II LLC   49.24%   50.25%   726,351    3.00%   0.75%  8/1/2025  2 five year

 

31

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor /
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Tennessee                                  
TN  115 Woodlawn Drive, LLC  Lakebridge, a Waters Community, LLC   50.00%   50.00%   1,514,820    3.00%   1.55%  8/1/2031  2 five year
TN  146 Buck Creek Road, LLC  The Waters of Roan Highlands, LLC   50.00%   50.00%   1,111,794    3.00%   1.14%  8/1/2031  2 five year
TN  704 5th Avenue East, LLC  The Waters of Springfield, LLC   50.00%   50.00%   917,230    3.00%   0.94%  8/1/2031  2 five year
TN  2501 River Road, LLC  The Waters of Cheatham, LLC   50.00%   50.00%   1,111,794    3.00%   1.14%  8/1/2031  2 five year
TN  202 Enon Springs Road East, LLC  The Waters of Smyrna, LLC   50.00%   50.00%   1,264,666    3.00%   1.30%  8/1/2031  2 five year
TN  140 Technology Lane, LLC  The Waters of Johnson City, LLC   50.00%   50.00%   1,167,384    3.00%   1.20%  8/1/2031  2 five year
TN  835 Union Street, LLC  The Waters of Shelbyville, LLC   50.00%   50.00%   1,334,153    3.00%   1.37%  8/1/2031  2 five year
   Master Lease Tennessee 2                                  
TN  505 North Roan, LLC  Agape Rehabilitation & Nursing Center, A Water’s Community LLC   50.00%   50.00%   1,628,910    3.00%   1.67%  7/1/2031  2 five year
TN  14510 Highway 79, LLC  Waters of McKenzie, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,279,858    3.00%   1.31%  7/1/2031  2 five year
TN  6500 Kirby Gate Boulevard, LLC  Waters of Memphis, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,745,261    3.00%   1.79%  7/1/2031  2 five year
TN  978 Highway 11 South, LLC  Waters of Sweetwater, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,745,261    3.00%   1.79%  7/1/2031  2 five year
TN  2830 Highway 394, LLC  Waters of Bristol, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   2,327,014    3.00%   2.38%  7/1/2031  2 five year

 

32

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Indiana 2                                  
IN  8400 Clearvista Place LLC  The Waters of Castleton SNF, LLC   50.00%   50.00%   804,694    Varies(3)(4)    0.83%  2029  One 3 years and two 5 years
IN  524 Anderson Road LLC  The Waters of Chesterfield SNF, LLC   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  640 West Ellsworth Street LLC  The Waters of Columbia City SNF, LLC   50.00%   50.00%   592,933    Varies(3)(4)    0.61%  2029  One 3 years and two 5 years
IN  11563 West 300 South LLC  The Waters of Dunkirk SNF, LLC   50.00%   50.00%   324,701    Varies(3)(4)    0.33%  2029  One 3 years and two 5 years
IN  5544 East State Boulevard LLC  The Waters of Fort Wayne SNF, LLC   50.00%   50.00%   543,522    Varies(3)(4)    0.56%  2029  One 3 years and two 5 years
IN  548 South 100 West LLC  The Waters of Hartford City SNF, LLC   50.00%   50.00%   458,817    Varies(3)(4)    0.47%  2029  One 3 years and two 5 years
IN  2901 West 37th Avenue LLC  The Waters of Hobart SNF, LLC   50.00%   50.00%   776,459    Varies(3)(4)    0.80%  2029  One 3 years and two 5 years
IN  1500 Grant Street LLC  The Waters of Huntington SNF, LLC   50.00%   50.00%   599,991    Varies(3)(4)    0.62%  2029  One 3 years and two 5 years
IN  787 North Detroit Street LLC  The Waters of LaGrange SNF, LLC   50.00%   50.00%   705,872    Varies(3)(4)    0.72%  2029  One 3 years and two 5 years
IN  981 Beechwood Avenue LLC  The Waters of Middletown SNF, LLC   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  317 Blair Pike LLC  The Waters of Peru SNF, LLC   50.00%   50.00%   917,634    Varies(3)(4)    0.94%  2029  One 3 years and two 5 years
IN  815 West Washington Street LLC  The Waters of Rockport SNF   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  612 East 11th Street LLC  The Waters of Rushville SNF   50.00%   50.00%   691,755    Varies(3)(4)    0.71%  2029  One 3 years and two 5 years

 

33

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/ Company Subsidiary  Tenant/ Operator  Moishe Gubin/Gubin Enterprises LP   Michael Blisko/Blisko Enterprises LP   Average annual rent over life of lease   Annual Escalation   % of total rent   Lease maturity  Extension
options
IN  505 West Wolfe Street LLC  The Waters of Sullivan SNF   50.00%   50.00%   656,461    Varies(3)(4)     0.67%  2029  One 3 years and two 5 years
IN  500 East Pickwick Drive LLC  The Waters of Syracuse SNF   50.00%   50.00%   465,876    Varies(3)(4)     0.48%  2029  One 3 years and two 5 years
IN  300 Fairgrounds Road LLC  The Waters of Tipton SNF   50.00%   50.00%   1,058,808    Varies(3)(4)     1.09%  2029  One 3 years and two 5 years
IN  1900 Alber Street LLC  The Waters of Wabash SNF East   50.00%   50.00%   592,933    Varies(3)(4)     0.61%  2029  One 3 years and two 5 years
IN  1720 Alber Street LLC  The Waters of Wabash SNF West   50.00%   50.00%   310,584    Varies(3)(4)     0.32%  2029  One 3 years and two 5 years
IN  300 North Washington Street LLC  The Waters of Wakarusa SNF   50.00    50.00%   938,810    Varies(3)(4)     0.96%  2029  One 3 years and two 5 years
IN  8400 Clearvista Place LLC  The Waters of Castleton ALF, LLC   50.00    50.00%   381,171    Varies(3)(4)     0.39%  2029  One 3 years and two 5 years
IN  787 North Detroit Street LLC  The Waters of LaGrange ALF, LLC   50.00    50.00%   119,998    Varies(3)(4)     0.12%  2029  One 3 years and two 5 years
IN  612 East 11th Street LLC  The Waters of Rushville ALF, LLC   50.00    50.00%   204,703    Varies(3)(4)     0.21%  2029  One 3 years and two 5 years
IN  505 West Wolfe Street LLC  The Waters of Sullivan ALF, LLC   50.00    50.00%   225,879    Varies(3)(4)     0.23%  2029  One 3 years and two 5 years
IN  300 North Washington Street LLC  The Waters of Wakarusa ALF, LLC   50.00    50.00%   430,582    Varies(3)(4)     0.44%  2029  One 3 years and two 5 years

 

34

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Manager/
Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
Annual rent
over life of
lease
   Annual
Escalation
   % of
total
rent
   Lease
maturity
  Extension
options
IL  516 West Frech Street, LLC  Parker Rehab & Nursing Center, LLC   50.00%   50.00%   498,350    Varies between $12,000 and $24,000 annually     0.51%  3/31/2031  None
IN  1316 North Tibbs Avenue Realty, LLC  Westpark A Waters Community, LLC   50.00%   50.00%   549,884    3.00%   0.56%  6/1/2024  2 five year
IL  Ambassador Nursing Realty, LLC  Ambassador Nursing and Rehabilitation Center II, LLC   40.00%   40.00%   1,005,313    3.00%   1.03%  2/28/2026  2 five year
IL  Momence Meadows Realty, LLC  Momence Meadows Nursing and Rehabilitation Center, LLC   50.00%   50.00%   1,038,000    None    1.07%  12/30/2025  None
IL  Forest View Nursing Realty, LLC  Forest View Rehabilitation and Nursing Center, LLC   50.00%   50.00%   1,215,483    3.00%   1.25%  12/1/2024  2 five year
IL  Lincoln Park Holdings, LLC  Lakeview Rehabilitation and Nursing Center, LLC   40.00%   40.00%   1,260,000    None     1.29%  5/31/2031  None
IL  Continental Nursing Realty, LLC  Continental Nursing and Rehabilitation Center, LLC   40.00%   40.00%   1,575,348    None     1.62%  3/1/2031  None
IL  Westshire Nursing Realty, LLC  City View Multicare Center, LLC   50.00%   50.00%   1,788,365    3.00%   1.84%  9/1/2025  2 five year
IL  Belhaven Realty, LLC  Belhaven Nursing and Rehabilitation Center, LLC   50.00%   50.00%   2,134,570    3.00%   2.19%  2/28/2026  2 five year
IL  West Suburban Nursing Realty, LLC  West Suburban Nursing and Rehabilitation Center, LLC   40.00%   40.00%   1,961,604    None    2.01%  11/1/2027  None
IN  1585 Perry Worth Road, LLC  The Waters of Lebanon, LLC   50.00%   50.00%   116,676    3.00%   0.12%  6/1/2027  2 five year
IL  Niles Nursing Realty LLC  Niles Nursing & Rehabilitation Center LLC   50.00%   50.00%   2,409,998    3.00%   2.48%  2/28/2026  2 five year
IL  Parkshore Estates Nursing Realty, LLC  Parkshore Estates Nursing and Rehabilitation Center, LLC   50.00%   50.00%   2,454,187    3.00%   2.52%  12/1/2024  2 five year
IL  Midway Neurological and Rehabilitation Realty, LLC  Midway Neurological and Rehabilitation Center, LLC   50.00%   50.00%   2,547,712    3.00%   2.62%  2/28/2026  2 five year
IL  Oak Lawn Nursing Realty, LLC  Oak Lawn Respiratory and Rehab center, LLC   50.00%   50.00%  $637,092    None    0.65%  6/1/2031  None

 

35

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

(1) The interests of the two listed related parties are not held through any commonly owned holding companies. Mr. Gubin’s interests are held directly/indirectly by Gubin Enterprises LP. Mr. Blisko’s interests are held by Blisko Enterprises LP and New York Boys Management, LLC.
(2) Each of the tenants is a limited liability company. The percentages listed reflect the owners’ percentage ownership of the outstanding membership interests in each tenant.
(3) For the initial two years of the lease there is no escalation, commencing with year three the escalation will be 22.3%, year four the escalation will be 22.8% and for years 5 through maturity the annual escalation will be 2%.
(4) The tenants have an option to buy the properties after 6 years for $127 million.

 

Guarantees from Related Parties

 

As of September 30, 2023, and December 31, 2022 Mr. Gubin and Mr. Blisko were not parties to any guarantees of any debt of the Company or its subsidiaries.

 

Balances with Related Parties

 

  

September 30,

2023

  

December 31,

2022

 
   (amounts in $000s) 
Straight-line rent receivable  $14,617   $11,591 
Tenant portion of replacement reserve  $9,265   $10,227 
Notes receivable  $7,263   $7,816 

 

Payments from and to Related Parties

 

   2023   2022   2023   2022 
  

Nine Months ended

September 30,

  

Three Months ended

September 30,

 
   2023   2022   2023   2022 
   (amounts in $000s)   (amounts in $000s) 
Rental income received from related parties  $40,616    40,328   $14,330    13,099 

 

Other Related Party Relationships

 

On September 30, 2023 and December 31, 2022, the Company had approximately $1.1 million and $4.7 million, respectively, on deposit with OptimumBank. Mr. Gubin is the Chairman of the Board of OptimumBank, and Mr. Blisko is a director.

 

On June 14, 2022, the Company purchased an $8 million note held by Infinity Healthcare Management, a company controlled by Mr. Blisko and Mr. Gubin. The note was issued by certain unaffiliated tenants. It bears interest at 7% per annum, payable annually. The principal amount of the note becomes payable 120 days after the date on which tenants are first able to exercise the purchase option for the properties contained in their lease. The purchase option becomes exercisable upon the Company’s ability to deliver fee simple title to the properties. The Company does not have the ability to deliver title on September 30, 2023, due to underlying litigation. If the tenants do not exercise the option within this period, then the outstanding balance of the note will thereafter be payable in thirty-six (36) equal monthly installments of principal and interest.

 

NOTE 12. Income Taxes

 

The Company elected and qualified to be taxed as a REIT for federal income tax purposes commencing with the year ended December 31, 2022.

 

As a REIT, the Company generally is not subject to federal income tax on its net taxable income that it distributes currently to its stockholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If the Company fails to qualify for taxation as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company’s income for that year will be taxed at regular corporate rates, and the Company would be disqualified from taxation as a REIT for the four taxable years following the year during which the Company ceased to qualify as a REIT. Even if the Company qualifies as a REIT for federal income tax purposes, it may still be subject to state and local taxes on its income and assets and to federal income and excise taxes on its undistributed income.

 

The Company follows recent accounting guidance relating to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.

 

A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-than-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment.

 

36

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13. Fair Value of Financial Instruments

 

The Company is required to disclose the fair value of financials instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, accounts payable and accrued expenses approximate their carrying value on the Condensed Consolidated balance sheets due to their short-term nature. The Company’s foreclosed real estate is recorded at fair value on a non-recurring basis and is included in real estate investments on the Condensed Consolidated balance sheets. Estimates of fair value are determined based on a variety of information, including the use of available appraisals, estimates of market values by licensed appraisers or local real estate brokers and knowledge and experience of management. The fair values of the Company’s remaining financial instruments that are not reported at fair value on the Condensed Consolidated balance sheets are reported below:

 

       September 30, 2023   December 31, 2022 
(amounts in $000s)  Level  

Carrying

Amount

  

Fair

Value

  

Carrying

Amount

  

Fair

Value

 
Note payable, other debt, and bonds   3   $543,194    494,877   $455,415   $454,523 
Notes receivable   3   $24,907    23,223   $19,419   $18,479 

 

The fair value of the notes payable, other debt, bonds and notes receivable are estimated using a discounted cash flow analysis.

 

NOTE 14. Subsequent Events

 

On October 30, 2023 the Company entered into a lease agreement to re-tenant the three skilled nursing facilities located in Texas. The lease is for 10 years with annual escalations of 2.5%. The lease will commence on December 1, 2023. 

 

On November 8, 2023, the Company paid off the remaining balance of the Series A Bonds, subject to a $900 prepayment penalty because the Bonds were repaid before the scheduled maturity date of July 2024.

 

On November 9, 2023, our Board of Directors approved a dividend distribution of $0.12 per share, based on the expected net income for the fourth quarter of 2023. The dividend will be paid on or prior to December 31, 2023.

 

NOTE 15. Financing Income (Expenses), Net

 

   2023   2022   2023   2022 
   Nine months ended
September 30,
   Three months ended
September 30
 
   2023   2022   2023   2022 
   (amounts in $000s)   (amounts in $000s) 
Financing expenses                    
Interest expenses with respect to bonds  $(4,460)  $(5,914)  $(1,803)  $(2,249)
Interest expenses on loans from banks and others   (14,046)   (10,349)   (6,161)   (4,975)
Interest expenses with respect to leases   (54)   (60)   (17)   (19)
Other financing expenses (including related parties), net   (247)   (97)   (150)   (38)
Total financing expenses  $(18,807)  $(16,420)  $(8,131)   (7,281)
Financing income  $824   $518   $266    418 
Interest Expense, Net  $(17,983)  $(15,902)  $(7,865)   (6,863)

 

 

37

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

Certain statements in this quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. This Form 10-Q also contains forward-looking statements by third parties relating to market and industry data and forecasts; forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this Form 10-Q. These forward-looking statements include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, Funds From Operations (“FFO”), our strategic plans and objectives, cost management, potential property acquisitions, anticipated capital expenditures (and access to capital), amounts of anticipated cash distributions to our stockholders in the future and other matters. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” and variations of these words and other similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some 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 involve inherent uncertainty and may ultimately prove to be incorrect or false. Readers are cautioned to not place undue reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to:

 

● risks and uncertainties related to the national, state and local economies, particularly the economies of Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas, and the real estate and healthcare industries in general;

 

● availability and terms of capital and financing;

 

● the impact of existing and future healthcare reform legislation on our tenants, borrowers and guarantors;

 

● adverse trends in the healthcare industry, including, but not limited to, changes relating to reimbursements available to our tenants by government or private payors;

 

● competition in the long-term healthcare industry and shifts in the perception of various types of long-term care facilities, including skilled nursing facilities;

 

38

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements (continued)

 

● our tenants’ ability to make rent payments;

 

● our dependence upon key personnel whose continued service is not guaranteed;

 

● availability of appropriate acquisition opportunities and the failure to integrate successfully;

 

● ability to source target-marketed deal flow;

 

● ability to dispose of assets held for sale for the anticipated proceeds or on a timely basis, or to deploy the proceeds therefrom on favorable terms;

 

● fluctuations in mortgage and interest rates;

 

● changes in the ratings of our debt securities;

 

● risks and uncertainties associated with property ownership and development;

 

● the potential need to fund improvements or other capital expenditures out of operating cash flow;

 

● potential liability for uninsured losses and environmental liabilities;

 

● the outcome of pending or future legal proceedings;

 

● changes in tax laws and regulations affecting REITs;

 

● our ability to maintain our qualification as a REIT; and

 

● the effect of other factors affecting our business or the businesses of our operators that are beyond our or their control, including natural disasters, other health crises or pandemics and governmental action, particularly in the healthcare industry.

 

This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us.

 

Overview

 

Strawberry Fields REIT, Inc. (the “Company”) is engaged in the ownership, acquisition, financing and triple-net leasing of skilled nursing facilities and other post-acute healthcare properties. Currently, our portfolio consists of 98 healthcare properties with an aggregate of 12,203 licensed beds. We hold fee title to 97 of these properties and hold one property under a long-term lease. These properties are located in Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas. We generate substantially all our revenues by leasing our properties to tenants under long-term leases primarily on a triple-net basis, under which the tenant pays the cost of real estate taxes, insurance and other operating costs of the facility and capital expenditures. Each healthcare facility located at our properties is managed by a qualified operator with an experienced management team.

 

39

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview (continued)

 

We employ a disciplined approach in our investment strategy by investing in healthcare real estate assets. We seek to invest in assets that will provide attractive opportunities for dividend growth and appreciation in asset value, while maintaining balance sheet strength and liquidity, thereby creating long-term stockholder value. We expect to grow our portfolio by diversifying our investments by tenant, facility type and geography.

 

We are entitled to monthly rent paid by the tenants and we do not receive any income or bear any expenses from the operations of such facilities. As of September 30, 2023, the aggregate annualized average base rent under the leases for our properties was approximately $97.0 million.

 

We elected a REIT status for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2022. We are organized in an UPREIT structure in which we own substantially all of our assets and conduct substantially all of our business through the Operating Partnership. We are the general partner of the Operating Partnership and as of the date of the report own approximately 12.5% of the outstanding OP units.

 

Recent Developments

 

On January 3, 2023, the Company acquired a property in Kentucky for $6.0 million, including $1.0 million in finder fees and $0.7 million in leasehold improvements, which was paid in cash. This property contains a skilled nursing facility with 120 licensed beds and approximately 34,824 square feet. Concurrently with the closing of the acquisition, we added the property to an existing master lease with an unaffiliated third-party operator. The lease has an initial term of 10 years, with two 5-year extension options. The initial annualized base rent is $600,000 with 3.0% annual rent escalation.

 

During February 2023, the Company issued an additional NIS 40.0 million in par value of Series C Bonds and received a gross amount of $10.7 million (NIS 38.1 million). The Bonds were issued at a price of 95.25%.

 

In February 2023 one of the SNFs owned by the Company in southern Illinois was closed. The closure was made at the request of the tenant and was mainly for efficiency reasons. This SNF is under a master lease with two other facilities and the full amount of the rental payment under the master lease is continuing to be paid. The Company has written off the remaining book value of this property and has recorded a loss on asset impairment of $2.5 million since the facility is no longer licensed to operate as a skilled nursing facility. The Company is seeking to sell the property.

 

On May 1, 2023, the Company paid $15.6 million to redeem 1,454,308 OP units granted to the sellers of five properties in Tennessee and one in Kentucky the Company acquired in 2021.

 

On June 19, 2023, the Company completed an initial offering of Series D Bonds with a par value of NIS 82.9 million ($22.9 million). The Series D Bonds were issued at par and the interest rate is 9.1%. During July 2023, the BVI Company issued additional Series D Bonds with a par value of NIS 70.0 million and raised a gross amount of $19.2 million (NIS 69.8 million). The Bonds were issued at a price of 99.7%. See Notes 7 to the Consolidated Condensed Financial Statements included under Item 1 to this Form 10-Q.

 

On August 25, 2023, the Company acquired 24 healthcare facilities located in Indiana (the “Indiana Facilities”) for $102.0 million. The 24 facilities are comprised of 19 skilled nursing facilities with 1,659 licensed beds and five assisted living facilities with 193 beds, of which 29 beds are licensed.

 

The Company closed on the acquisition utilizing its own working capital and funds provided by a third-party lender. Under the Purchase and Sale Agreement, the Company has made a loan of approximately $6.5 million to the sellers, which was paid off on October 25, 2023.

 

The Indiana Facilities are currently leased under a master lease agreement dated November 1, 2022, between the sellers and a group of tenants affiliated with two of the Company’s directors, Moishe Gubin and Michael Blisko. Under the master lease, the tenants are required to pay annual rent, on a triple net basis, commencing on December 1, 2022, in the amount of $9.5 million, which amount is subject to annual increases as follows: For the initial two years of the lease there is no escalation, commencing with year three the escalation will be 22.3%, year four the escalation will be 22.8% and for years 5 through maturity the annual escalation will be 2%. The master lease has an initial term of seven years and the tenants have three options to extend the lease. The first option is for 3 years, the two remaining options are for 5 years each. The tenants have an option to buy the properties after 6 years for $127 million. The material terms of the master lease was not modified as a result of the purchase. The tenants operate the Indiana Facilities as skilled nursing and assisted living facilities.

 

On August 25, 2023, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $66 million. The facility is an interest only facility for the first 12 months and beginning in the second year monthly payments will include principal based on a 20-year amortization schedule, with a balloon payment due in August 2028. The rate is based on the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor of 4% (as of September 30, 2023, the rate was 8.83%). As of September 30, 2023, total amount outstanding was $66.0 million. This facility loan is collateralized by and used for the acquisition of 19 properties (24 facilities). See note 4 to the financial statements included in Item 1 of Part I of this Firm 10-Q.

 

As of the date of this report, none of the Company’s tenants are delinquent on the payment of rent, and there have been no requests to amend the terms of their respective leases or to reduce current or future lease payments.

 

Related Party Tenants

 

As a landlord, the Company does not control the operations of its tenants, including related party tenants, and is not able to cause its tenants to take any specific actions to address trends in occupancy at the facilities operated by its tenants, other than to monitor occupancy and income of its tenants, discuss trends in occupancy with tenants and possible responses, and, in the event of a default, exercise its rights as a landlord. However, Moishe Gubin, our Chairman and Chief Executive Officer, and Michael Blisko, one of our directors, as the controlling members of 64 of our tenants and related operators, have the ability to obtain information regarding these tenants and related operators and cause the tenants and operators to take actions, including with respect to occupancy.

 

40

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Results of Operations

 

Operating Results

 

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022:

 

   Three Months Ended
September 30,
   Increase /   Percentage 
(amounts in thousands except per share data)  2023   2022   (Decrease)   Difference 
Revenues:                    
Rental revenues  $25,771   $24,235   $1,536    6.3%
                     
Expenses:                    
Depreciation   6,534    6,335    199    3.1%
Amortization   757    757    -    - 
General and administrative expenses   1,560    730    830    113.7%
Property and other taxes   3,717    3,873    (156)   (4.0%)
Facility rent expenses   147    139    8    5.8%
Provision for credit losses   -    (5,100)   5,100    100%
Total Expenses   12,715    6,734    5,981    88.8%
Interest expense, net   7,865    6,863    1,002    14.6%
Amortization of interest expense   148    129    19    14.7%
Mortgage insurance premium   420    426    (6)   (1.4%)
Total Interest Expenses   8,433    7,418    1,015    13.7%
Other income (loss)                    
Foreign currency transaction gain (loss)   81    (833)   914    109.7%
Net income   4,704    9,250    (4,546)   (49.1%)
Net income attributable to non-controlling interest   (4,115)   (8,232)   (4,117)   (50.0%)
Net income attributable to common stockholders   589    1,018    (429)   (42.1%)
Basic and diluted income per common share  $0.09   $0.17    (0.08)   (47.1%)

 

Rental revenues: The increase in Rental Revenues of $1.5 million or 6.3% is due to additional rental income received from the August 2023 acquisition of the Indiana Facilities, increased rent due to lease renewals and increased property taxes collected from tenants.

 

Depreciation and Amortization: The increase in depreciation of $0.20 million or 3.1% relates to the depreciation associated with the Indiana Acquisition and which was offset by certain equipment and personal property having been fully depreciated between the quarters ended September 30, 2023, and September 30, 2022.

 

General and administrative expenses: The increase in general and administrative expenses of $0.8 million or 113.7% reflects non-capitalized expenses related to the acquisition of the Indiana Facilities, and increased corporate salaries and expenses.

 

Property and other taxes: The decrease in property taxes of $0.2 million or 4.0% was primarily due to one property which is now subject to a triple-net lease.

 

Provision for credit losses: The decrease in the provision for credit losses of $5.1 million or 100.0% was related to the Company’s collection of bad debt resulting from the sale of 4 foreclosed properties in Massachusetts during the three-month period ended September 30, 2022.

 

41

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Results of Operations (continued)

 

Interest expense, net: The increase in interest expense of $1.0 million or 14.6% was primarily due to additional debt service related to Series D Bonds, a second commercial bank loan facility the Company received in August 2023, an increase in the floating rate on the Company’s commercial bank loan facilities and additional interest incurred as a result of the issuance of Series C Bonds in 2023.

 

Net Income: The decrease in net income of $4.5 million or 49.1% was primarily a result a reduction in provision for credit losses of $5.1 million included in last year’s net income, higher general and administrative expenses and the increase in interest expenses partially offset by higher rental income.

 

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022:

 

   Nine Months Ended
September 30,
   Increase /   Percentage 
(amounts in thousands)  2023   2022   (Decrease)   Difference 
Revenues:                    
Rental revenues  $74,325   $68,972   $5,353    7.8%
                     
Expenses:                    
                     
Depreciation   18,995    19,386    (391)   (2.0%)
Amortization   2,271    2,271    -    - 
Loss on real estate investment impairment   2,451    -    2,451    100.0%
General and administrative expenses   3,974    4,150    (176)   (4.2%)
Property and other taxes   11,152    9,494    1,658    17.5%
Facility rent expenses   419    398    21    5.3%
Provision for credit losses   -    (4,437)   4,437    (100.0%)
Total Expenses   39,262    31,262    8,000    25.6%
Interest expense, net   17,983    15,902    2,081    13.1%
Amortization of interest expense   401    317    84    26.5%
Mortgage Insurance Premium   1,253    1,287    (34)   (2.6%)
Total Interest Expenses   19,637    17,506    2,131    12.2%
Other (loss) income                    
Miscellaneous Expense   (982)   -    (982)   100.0%
Foreign currency transaction gain (loss)   81    (10,932)   11,013    100.7%
                     
Net Income   14,525    9,272    5,253    56.7%
Net income attributable to non-controlling interest   (12,743)   (8,252)   (4,491)   54.4%
Net Income Attributable to common stockholders   1,782    1,020    762    74.7%
Basic and diluted income per common share  $0.28   $0.17    0.11    64.7%

 

Rental revenues: The increase in rental revenue of $5.4 million or 7.8% was due to additional rental income arising from the renegotiation of certain leases, the receipt of rent from the acquisition of 24 facilities and additional property taxes being reimbursed by the tenants.

 

Depreciation and Amortization: The decrease in depreciation of $0.4 million or 2.0% was primarily due to certain equipment and personal property having been fully depreciated.

 

Loss on real estate investment impairment: In February 2023, one facility under one of our Southern Illinois master leases was closed. The closure was made at the request of the tenant and was mainly for efficiency reasons. This facility was leased under a master lease with two other facilities. The closure did not result in any reduction in the aggregate rent payable under the master lease, which has been paid without interruption. As a result of the closure, the Company is seeking to sell the property. Since the facility is no longer licensed to operate as a skilled nursing facility, the Company wrote off its remaining book value.

 

General and administrative: The decrease in general and administrative of $0.2 million or 4.2% was primarily a result of lower operating expenses incurred in the period ended September 30, 2023.

 

Property and other taxes: The increase in property taxes of $1.7 million or 17.5% was primarily due to increases in real estate taxes and franchise taxes partially as a result of the acquisition of the Indiana Facilities.

 

Provision for credit losses: The decrease in the provision for credit losses of $4.4 million or 100% was primarily related to the Company’s collection of bad debt due from the sale of 4 foreclosed properties in Massachusetts during the nine month period ended September 30, 2022.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Results of Operations (continued)

 

Interest expense, net: The increase in interest expense of $2.1 million or 13.1% was primarily related to additional interest payments for Series D Bonds, a second commercial bank loan facility obtained in connection with the acquisition of the Indiana Facilities, increases in the floating rate on the Company’s commercial bank loan facilities and additional interest on Series C Bonds that were issued in 2023.

 

Miscellaneous Expense: The increase in miscellaneous expense of $1.0 million was the result of a fee paid to an investment banking firm in connection with the cancellation of an agreement with respect to a proposed financing transaction.

 

Foreign Currency Transaction Gain (Loss): The foreign currency transaction gain (loss) in 2022 of $11.0 million was the result of the repayment of the Series B Bonds . In 2023, the Company realized a $0.1 million foreign currency transaction gain during the 3rd quarter. These gains and losses are the result of changes in the value of the U.S. dollar relative to the New Israeli Shekel (NIS).

 

Net Income: The increase in net income of $5.3 million in 2023 was due to the increase in rental income, decrease in general and administrative expenses and the decline in realized foreign currency losses offset by increased depreciation and amortization, impairment of a real estate investment, the decline in collection of bad debt and increased interest expenses.

 

Liquidity and Capital Resources

 

To qualify as a REIT for federal income tax purposes, we are required to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to our stockholders on an annual basis. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly dividends to common stockholders from cash flow from operating activities. All such dividends are at the discretion of our board of directors.

 

As of September 30, 2023, we had cash and cash equivalents and restricted cash and equivalents of $35.0 million. We also had the ability to offer an additional $99.9 million in Series C Bonds and an additional $77.7 million in Series D Bonds subject to compliance with covenants and market conditions.

 

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make distributions to our stockholders and other general business needs. Our primary sources of cash include operating cash flows, stock sales and borrowings. Our primary uses of cash include funding acquisitions and investments consistent with our investment strategy, repaying principal and interest on any outstanding borrowings, making distributions to our equity holders, funding our operations and paying accrued expenses.

 

Our long-term liquidity needs consist primarily of funds necessary to pay for the costs of acquiring additional healthcare properties and principal and interest payments on our debt. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances or debt offerings, net cash provided by operations, long-term mortgage indebtedness and other secured and unsecured borrowings.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Liquidity and Capital Resources (continued)

 

We may utilize various types of debt to finance a portion of our acquisition activities, including long-term, fixed-rate mortgage loans, variable-rate term loans and secured revolving lines of credit. As of September 30, 2023, on a Condensed Consolidated basis, we had total indebtedness of approximately $543.2 million, consisting of $273.3 million in HUD guaranteed debt, $104.2 million in net Series A Bonds, Series C Bonds and Series D bonds outstanding and $165.7 million in commercial mortgages loans. Under our Bonds and our commercial mortgages loans, we are subject to continuing covenants, and future indebtedness that we may incur may contain similar provisions. In the event of a default, the lenders could accelerate the timing of payments under the debt obligations, and we may be required to repay such debt with capital from other sources, which may not be available on attractive terms, or at all, which would have a material adverse effect on our liquidity, financial condition, results of operations and ability to make distributions to our stockholders.

 

Through 2028 we will be required to make four balloon payments under our debt, consisting of a payment of $49.9 million due under the Series C Bonds in 2026, a payment of $35.2 million due under the Series D Bonds in 2026, a payment of $86.1 million due under our commercial bank mortgage loan facility due in 2027 and a payment of $60.7 million due under our commercial bank mortgage loan facility due in 2028. We may also obtain additional financing that contains balloon payment obligations. These types of obligations may materially adversely affect us, including our cash flows, financial condition and ability to make distributions.

 

The Company believes that its overall level of indebtedness is appropriate for the Company’s business in light of its cash flow from operations and value of its properties and is generally typical for owners of multiple healthcare properties. The Company expects to generate sufficient positive cash flow from operations to meet its current debt service obligations and the distribution requirements for maintaining REIT status, and to be able to refinance its debt to the extent necessary to meet its balloon payment obligations.

 

Cash Flows

 

The following table presents selected data from our Condensed Consolidated statements of cash flows for the periods presented:

 

  

Nine Months Ended

September 30,

 
   2023   2022 
         
(amounts in thousands)          
Net cash provided by operating activities  $42,006   $37,421 
Net cash used in investing activities   (113,550)   (8,469)
Net cash provided by (used in) financing activities   60,860    (43,850)
Net decrease in cash and cash equivalents and restricted cash and cash equivalents   (10,684)   (14,898)
Cash and cash equivalents, and restricted cash and cash equivalents beginning of period   45,704    52,128 
Cash and cash equivalents and restricted cash and cash equivalents, end of period  $35,020   $37,230 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Cash Flows (continued)

 

Net cash provided by operating activities for the nine months ended September 30, 2023, was $42.0 million and primarily comprised of net earnings of $14.5 million adjusted by depreciation and amortization of $21.3 million, a loss on real estate impairment of $2.5 million and an increase in accounts payable and accrued liabilities and other liabilities of $6.5 million. Net cash provided by operating activities for the nine months ended September 30, 2022, was $37.4 million primarily consisted of net earnings of $9.3 million adjusted by depreciation and amortization of $21.7 million and a foreign currency transaction loss of 10.9 million, offset by a decrease in accounts payable and accrued liabilities of $5.9 million.

 

Cash used in investing activities for the nine months ended September 30, 2023, was comprised of the acquisition of 25 new facilities in Indiana and Kentucky for $108.0 million and an increase of $6.5 million in note receivables offset by $0.5 million of principal payments on notes receivable. Net cash used in investing activities for the nine months ended September 30, 2022, of $8.5 million was primarily due to funding the purchase of a note receivable from an affiliate.

 

Cash provided by financing activities for the nine months ended September 30, 2023, were primarily comprised of a private placement of Series C Bonds which netted $10.9 million, issuance of Series D Bonds which netted $22.4 million, a private placement of Series D Bonds which netted $19.1 million, a new HUD loan of $3.2 million and a commercial bank facility of $66 million. These amounts were offset by $15.3 million in principal debt payments, dividends paid to common shareholders of $2.1 million, a $15.2 million distribution to the holders of OP units in our operating partnership and repayment of non-controlling interest redemption liability of $15.8 million. Cash flows used in financing activities for the nine months ended September 30, 2022, were primarily comprised of $106.0 million in principal bond payments, a $10.9 million in distribution to the non-controlling holders and a decrease of $30.5 million in net borrowings as a result of $105.0 million new borrowing under a mortgage loan facility.

 

Indebtedness

 

Mortgage Loans Guaranteed by HUD

 

As of September 30, 2023, we had non-recourse mortgage loans of $273.3 million from third party lenders that were guaranteed by HUD.

 

Each loan is secured by first mortgages on certain specified properties, interests in the leases for these properties and second liens on the operator’s assets. In the event of default on any single loan, the loan agreement provides that the applicable lender may require the tenants for the property securing the loan to make all rental payments directly to the lender. In exchange for the HUD guarantee, we pay HUD, on an annual basis, 0.65% of the principal balance of each loan as mortgage insurance premium, in addition to the interest rate denominated in each loan agreement. As a result, the overall average interest rate paid with respect to the HUD guaranteed loans as of September 30, 2023, was 3.91% per annum (including the mortgage insurance payments). The loans have an average maturity of 25.0 years.

 

Commercial Bank Term Loan

 

On March 21, 2022, the Company closed a mortgage loan with a commercial bank pursuant to which the Company borrowed approximately $105 million. The loan agreement provides for monthly payments of principal based on a 20-year amortization with a balloon payment due in March 2027. The rate is based on the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor of 4% (as of September 30, 2023, the rate was 8.83%). As of September 30, 2023, and December 31, 2022, total outstanding principal amount was $99.71 million and $102.39 million, respectively. This loan is collateralized by 21 properties owned by the Company. The loan proceeds were used to repay the Series B Bonds and prepay commercial loans not secured by HUD guarantees. The Company recognized a foreign currency transaction loss of approximately $10.1 million in connection with the repayment of the Series B Bonds.

 

On August 25, 2023, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $66 million. The facility is an interest only facility for the first 12 months and beginning in the second year monthly payments of principal and interest based on a 20-year amortization schedule with a balloon payment due in August 2028. The rate is based on the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor of 4% (as of September 30, 2023, the rate was 8.83%). As of September 30, 2023, total amounts outstanding was $66.0 million. This facility loan is collateralized by and used for the acquisition of 19 properties (24 facilities). See note 4 of the financial statements included in Part I to this Form 10-Q.

 

The loan agreements covenants consist of (i) a covenant that the ratio of the Company’s indebtedness to its EBITDA cannot exceed 8.0 to 1, (ii) a covenant that the ratio of the Company’s net operating income to its debt service before dividend distribution is at least 1.20 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, (iii) a covenant that the ratio of the Company’s net operating income to its debt service after dividend distribution is at least 1.05 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, and (iii) a covenant that the Company’s GAAP equity is at least $20.0 million. As of September 30, 2023, the Company was in compliance with the loan covenants.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Indebtedness (continued)

 

Outstanding Bond Debt

 

The Company has issued Series A Bonds, Series C Bonds and Series D Bonds.

 

Series A Bonds

 

In November 2015, Strawberry Fields REIT, Ltd., a wholly owned subsidiary of the Company (“BVI Company”) issued Series A Bonds in the face amount of New Israeli Shekels (“NIS”) 265.2 million ($68 million) and received the net amount, after issuance costs of NIS 251.2 million ($64.3 million). Since then, the Company extended the series amount twice in September 2016 and May 2017 and received a combined net amount of $30.1 million.

 

As of September 30, 2023, the outstanding principal amount of the Series A Bonds was NIS 37.5 million ($9.2 million). The Company paid off the Series A Bonds on November 8, 2023.

 

Series C Bonds

 

In July 2021, the Company completed an initial offering of Series C Bonds with a par value of NIS 208.0 million ($64.7 million). The Series C Bonds were issued at par. During February 2023, the BVI Company issued additional Series C Bonds in the face amount of NIS 40.0 million ($11.2 million) and raised a net amount of NIS 38.1 million ($10.7 million). These Series C Bonds were issued at a price of 95.25%. The Series C Bonds interest rate is 5.7% at September 30, 2023.

 

As of September 30, 2023, the outstanding principal amount of the Series C Bonds was NIS 220.5 million ($57.66 million).

 

The Series C Bonds are traded on the Tel Aviv Stock Exchange (TASE).

 

Series D Bonds

 

On June 19, 2023, the Company completed an initial offering of Series D Bonds with a par value of NIS 82.9 million ($22.9 million). The Series D Bonds were issued at par and the interest rate is 9.1%. During July 2023, the BVI Company issued additional Series D Bonds with a par value of NIS 70.0 million and raised a gross amount of $19.2 million (NIS 69.8 million). The Bonds were issued at a price of 99.7%. See Notes 7 to the Financial Statements included under Item 1 to this Form 10-Q .

 

As of September 30, 2023, the outstanding principal amount of the Series D Bonds was NIS 152.9 million ($40.0 million).

 

The Series D Bonds are traded on the TASE.

 

Summary of fixed and variable loans

 

   September 30,   December 31, 
   2023   2022 
   (Amounts in $000s) 
Fixed rate loans  $380,747   $351,566 
Variable rate loans   165.713    105,225 
Gross Notes Payable and other Debt  $546,460   $456,791 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Funds From Operations (“FFO”)

 

The Company believes that funds from operations (“FFO”), as defined in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), and adjusted funds from operations (“AFFO”) are important non-GAAP supplemental measures of our operating performance. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, NAREIT created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, 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 dispositions, plus real estate depreciation and amortization. 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 of our operating results among investors and makes comparisons of operating results among REITs more meaningful. We consider FFO and AFFO to be useful measures for reviewing comparative operating and financial performance because, by excluding the applicable items listed above, FFO and AFFO can help investors compare our operating performance between periods or as compared to other companies.

 

While FFO and AFFO are relevant and widely used measures of operating performance of REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating our liquidity or operating performance. FFO and AFFO also do not consider the costs associated with capital expenditures related to our real estate assets nor do they purport to be indicative of cash available to fund our future cash requirements. Further, our computation of FFO and AFFO may not be comparable to 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.

 

The following table reconciles our calculations of FFO and AFFO for the nine and three months ended September 30, 2023 and 2022, to net income the most directly comparable GAAP financial measure, for the same periods:

 

FFO and AFFO

 

  

Nine Months Ended

September 30,

  

Three Months Ended

September 30,

 
   2023   2022   2023   2022 
(dollars in $1,000s)                    
Net income  $14,525   $9,272   $4,704   $9,250 
Depreciation and amortization   21,266    21,657    7,291    7,092 
Funds from Operations   35,791    30,929    11,995    16,342 
Adjustments to FFO:                    
Straight-line rent   (1,232)   (2,138)   (445)   (2,284)
Straight-line rent receivable write-off(2)   -    1,075    -    1,075 
Foreign currency transaction (gain) loss   (81)   10,932    (81)   833 
Loss on real estate investment impairment   2,451    -    -    - 
Provision for credit losses(1)   -    (4,437)   -    (5,100)
Contract cancellation expense for proposed financing(3)   1,000    -    -    - 
                     
Funds from Operations, as Adjusted  $37,929   $36,361   $11,469   $10,866 

 

(1) The Company recovered $4.4 million with respect to foreclosure sales of assets in Massachusetts.

(2) The Company recognized a loss of $1.1 million in the second quarter 2022 due to the write-off of straight-line rent receivables related to the Western Illinois facilities.

(3) The Company incurred a non-recurring expense of $1.0 million in the second quarter of 2023 in connection with the cancellation of a contract with an investment banking firm related to a proposed financing.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Subsequent Events

 

On October 30, 2023 the Company entered into a lease agreement to re-tenant the three skilled nursing facilities located in Texas. The lease is for 10 years with annual escalations of 2.5%. The lease will commence on December 1, 2023.

 

On November 8, 2023, the Company paid off the remaining balance of the Series A Bond, subject to a $900 prepayment penalty because the Company repaid the Series A Bonds prior to the scheduled maturity date of July 2024.

 

On November 9, 2023, our Board of Directors approved a dividend distribution of $0.12 per share. The dividend will be paid on or prior to December 29, 2023.

 

Critical Accounting Policies and Estimates

 

Our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with GAAP for interim financial information set forth in the Accounting Standards Codification, as published by the Financial Accounting Standards Board. GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to “Critical Accounting Policies and Estimates” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2022 Annual Report on 10-K filed on March 27, 2023, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our Condensed Consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes in such critical accounting policies during the nine months ended September 30, 2023.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risks

 

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business and investment objectives, we expect that the primary market risk to which we will be exposed is interest rate risk.

 

We may be exposed to the effects of interest rate changes primarily as a result of long-term debt used to acquire properties. As of September 30, 2023, we had $9.2 million net outstanding under our Series A Bonds, which bear interest at a fixed rate of 6.4% per annum, $56.0 million outstanding under our Series C Bonds, which bear interest at a fixed rate of 5.7% per annum, $40.0 million outstanding under our Series D Bonds, which bear interest at a fixed rate of 9.1% per annum, and $439.0 million in senior debt notes, of which $273.3 million are HUD guaranteed debt at a fixed interest rate of 3.91% and $165.7 million (30.3% of total debt) are floating rate debt, which bears interest at a variable rate equal to one-month SOFR plus a margin of 3.5% and a floor of 4% (as of September 30, 2023 the rate was 8.83%). As of September 30, 2023, one-month SOFR was 5.33%. Assuming no increase in the amount of our variable interest rate debt, if one-month SOFR increased 100 basis points, our annual cash flow would decrease by approximately $1.6 million. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. We also may enter into derivative financial instruments such as interest rate swaps and caps in order to mitigate our interest rate risk on a related financial instrument.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risks (continued)

 

In addition to changes in interest rates, the value of our future investments is subject to fluctuations based on changes in local and regional economic conditions, changes in currency rates between the Israeli Shekel and the U.S. Dollar and changes in the creditworthiness of tenants/operators, which may affect our ability to refinance our debt if necessary.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As of September 30, 2023, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of September 30, 2023.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not currently a party to any material legal proceedings other than the following:

 

In March 2020, Joseph Schwartz, Rosie Schwartz and certain companies owned by them filed a complaint in the U.S. District Court for the Northern District of Illinois against Moishe Gubin, Michael Blisko, the Predecessor Company and 21 of its subsidiaries, as well as the operators of 17 of the facilities operated at our properties. The complaint was related to the Predecessor Company’s acquisition of 16 properties located in Arkansas and Kentucky that were completed between May 2018 and April 2019 and the attempt to purchase an additional 5 properties located in Massachusetts. The complaint was dismissed by the court in 2020 for lack of subject matter jurisdiction. The plaintiffs did not file an appeal with respect to this action, and the time for an appeal has expired.

 

In August 2020, Joseph Schwartz, Rosie Schwartz and several companies controlled by them filed a second complaint in the Circuit Court in Pulaski County, Arkansas. The second complaint had nearly identical claims as the federal case, but was limited to matters related to the Predecessor Company’s acquisition of properties located in Arkansas. The sellers, which were affiliates of Skyline Health Care, had encountered financial difficulties and requested the Predecessor Company to acquire these properties. The defendants have filed an answer denying the plaintiffs’ claims and asserting counterclaims based on breach of contract. The parties are currently engaged in discovery.

 

In January 2021, Joseph Schwartz, Rosie Schwartz and certain companies owned by them filed a third complaint in Illinois state court in Cook County, Illinois, which has nearly identical claims to the initial federal case but was limited to claims related to the Kentucky and Massachusetts properties. The complaint has not been properly served on any of the defendants, and, accordingly, the defendants did not respond to the complaint. On January 11, 2023, the Cook County Circuit Court granting a motion to quash service on all defendants. In March 2023, the plaintiffs filed a new complaint and again attempted to serve it on the defendants. The defendants filed a motion to dismiss the complaint on the basis that service was defective. The court granted this motion and dismissed the complaint on June 20, 2023.

 

In each of these complaints, the plaintiffs asserted claims for fraud, breach of contract and rescission arising out of the defendants’ alleged failure to perform certain post-closing obligations under the purchase contracts. The Company has potential direct exposure for these claims because the subsidiaries of the Predecessor Company that were named as defendants are now subsidiaries of the Operating Partnership. Additionally, the Operating Partnership is potentially liable for the claims made against Moishe Gubin, Michael Blisko and the Predecessor Company pursuant to the provisions of the contribution agreement, under which the Operating Partnership assumed all of the liabilities of the Predecessor Company and agreed to indemnify the Predecessor Company and its affiliates for such liabilities. The Company and the named defendants believe that the claims set forth in the complaints are without merit. The named defendants intend to vigorously defend the litigation and to assert counterclaims against the plaintiffs based on their failure to fulfill their obligations under the purchase contracts, interim management agreement, and operations transfer agreements. The Company believes this matter will be resolved without a material adverse effect to the Company.

 

As noted above, the March 2020 and January 2021 complaints also related to the Predecessor Company’s planned acquisition of five properties located in Massachusetts. Certain subsidiaries of the Predecessor Company purchased loans related to these properties in 2018 for a price of $7.74 million with the expectation that the subsidiaries would acquire title to the properties and the loans would be retired. The subsidiaries subsequently advanced $3.1 million under the loans to satisfy other liabilities related to the properties. The planned acquisition/settlement with the sellers/owners and borrowers was cancelled because they were forced to surrender their licenses to operate healthcare facilities on these properties due to their cash flow issues. In July 2022, the Company as lender sold four of the five properties at auction for the total amount of $4.4 million. In December 2022, the Company took title to the fifth property. The Company is in the process of pursuing collection efforts with respect to the balance outstanding and plans to sell the foreclosed property and pursue the guarantors of the loans to recover the unpaid principal balances as well as protective advances and collection costs.

 

50

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

From time to time, the Company issues shares of common stock in reliance on the private placement exemption under Section 4(a)(2) of the Securities Act of 1933, as amended, in exchange for OP Units in our operating partnership. During the quarter ended September 30, 2023, Company issued an aggregate of 63,658 shares of our common stock in exchange for an equivalent number of OP Units.

 

Item 6. Exhibits

 

Exhibit No.    
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Strawberry Fields REIT, Inc.*
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Strawberry Fields REIT, Inc.*
32.1   Section 1350 Certification of the Chief Executive Officer of Strawberry Fields REIT, Inc.**
32.2   Section 1350 Certification of the Chief Financial Officer of Strawberry Fields REIT, Inc.**
101   The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income and Comprehensive Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).

 

* Exhibits that are filed herewith.

** Exhibits that are furnished herewith

 

51

 

 

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 thereunto duly authorized.

 

  Strawberry Fields REIT, Inc.
   
Date: November 13, 2023 By: /s/ Moishe Gubin
  Name: Moishe Gubin
  Title: Chief Executive Officer and Chairman
     
Date: November 13, 2023 By: /s/ Nahman Eingal
  Name: Nahman Eingal
  Title: Chief Financial Officer

 

52

 

EXHIBIT 31.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

REQUIRED BY RULE 13A-14(A)/15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I certify that:

 

1. I have reviewed this report on Form 10-Q of Strawberry Fields REIT, Inc. (the “Company”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within that entity, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors:

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Moishe Gubin
  Moishe Gubin
  Principal Executive Officer
  Date: November 13, 2023

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

REQUIRED BY RULE 13A-14(A)/15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

I certify that:

 

1. I have reviewed this report on Form 10-Q of Strawberry Fields REIT, Inc. (the “Company”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within that entity, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors:

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Nahman Eingal
  Nahman Eingal
  Principal Financial Officer
  Date: November 13, 2023

 

 

 

EXHIBIT 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Strawberry Fields REIT, Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, as the Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

  /s/ Moishe Gubin
  Moishe Gubin
  Principal Executive Officer
  Date: November 13, 2023

 

 

 

EXHIBIT 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADDED BY

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Strawberry Fields REIT, Inc. (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, as the Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

 

  /s/ Nahman Eingal
  Nahman Eingal
  Principal Financial Officer
  Date: November 13, 2023

 

 

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 13, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 001-41628  
Entity Registrant Name Strawberry Fields REIT, Inc.  
Entity Central Index Key 0001782430  
Entity Tax Identification Number 84-2336054  
Entity Incorporation, State or Country Code MD  
Entity Address, Address Line One 6101 Nimtz Parkway  
Entity Address, City or Town South Bend  
Entity Address, State or Province IN  
Entity Address, Postal Zip Code 46628  
City Area Code (574)  
Local Phone Number 807-0800  
Title of 12(b) Security Common stock, par value $0.0001 per share  
Trading Symbol STRW  
Security Exchange Name NYSEAMER  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   6,429,514
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Assets    
Real estate investments, net $ 525,527 $ 438,911
Cash and cash equivalents 9,540 20,197
Restricted cash and equivalents 25,480 25,507
Straight-line rent receivable, net 24,766 23,534
Right of use lease asset 1,595 1,833
Goodwill, other intangible assets and lease rights 9,361 11,632
Deferred financing expenses 6,198 5,791
Notes receivable, net 24,907 19,419
Other assets 2,446 176
Total Assets 629,820 547,000
Liabilities    
Accounts payable and accrued liabilities 18,603 13,723
Bonds, net 104,170 74,412
Notes payable and other debt 439,024 381,003
Operating lease liability 1,595 1,833
Other liabilities 12,530 10,892
Non-controlling interest redemption liability 15,753
Total Liabilities 575,922 497,616
Commitments and Contingencies (Note 8)
Equity    
Common stock, $.0001 par value, 500,000,000 shares authorized, 6,429,514 and 6,365,856 shares issued and outstanding
Preferred stock, $.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding
Additional paid in capital 5,792 5,792
Accumulated other comprehensive income 1,275 386
Retained earnings 1,290 1,608
Total Stockholders’ Equity 8,357 7,786
Non-controlling interest 45,541 41,598
Total Equity 53,898 49,384
Total Liabilities and Equity $ 629,820 $ 547,000
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Common stock, par value per share $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 6,429,514 6,365,856
Common stock, shares outstanding 6,429,514 6,365,856
Preferred stock, par value per share $ 0.0001 $ 0.0001
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
v3.23.3
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenues        
Rental revenues $ 25,771 $ 24,235 $ 74,325 $ 68,972
Expenses:        
Depreciation 6,534 6,335 18,995 19,386
Amortization 757 757 2,271 2,271
Loss on real estate investment impairment 2,451
General and administrative expenses 1,560 730 3,974 4,150
Property taxes 3,717 3,873 11,152 9,494
Facility rent expenses 147 139 419 398
Provision for credit losses (5,100) (4,437)
Total expenses 12,715 6,734 39,262 31,262
Income from operations 13,056 17,501 35,063 37,710
Interest expense, net (7,865) (6,863) (17,983) (15,902)
Amortization of deferred financing costs (148) (129) (401) (317)
Mortgage insurance premium (420) (426) (1,253) (1,287)
Total interest expense (8,433) (7,418) (19,637) (17,506)
Other (loss) income:        
Other expense (982)
Foreign currency transaction gain (loss) 81 (833) 81 (10,932)
Total other (loss) gain 81 (833) (901) (10,932)
Net income 4,704 9,250 14,525 9,272
Less -        
Net income attributable to non-controlling interest (4,115) (8,232) (12,743) (8,252)
Net income attributable to common stockholders 589 1,018 1,782 1,020
Other comprehensive income:        
Gain due to foreign currency translation 3,041 756 7,325 14,767
Reclassification of foreign currency transaction (gain) losses (81) 833 (81) 10,932
Comprehensive income attributable to non-controlling interest (2,589) (1,414) (6,354) (22,872)
Comprehensive income 960 1,193 2,672 3,847
Net income attributable to common stockholders $ 589 $ 1,018 $ 1,782 $ 1,020
Basic income per common share $ 0.09 $ 0.17 $ 0.28 $ 0.17
Diluted income per common share $ 0.09 $ 0.17 $ 0.28 $ 0.17
Weighted average number of common shares outstanding, Basic 6,366,548 6,044,230 6,366,090 5,925,260
Weighted average number of common shares outstanding, Diluted 6,366,548 6,044,230 6,366,090 5,925,260
v3.23.3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($)
$ in Thousands
Total
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Common Stock [Member]
Balance at Dec. 31, 2021 $ 35,050 $ 4,327 $ (2,455) $ 393 $ 32,785  
Balance, shares at Dec. 31, 2021           5,849,746
Net change in foreign currency translation (unaudited) 15,074 1,658 13,416  
Net income (loss) (5,316) (585) (4,731)  
Balance at Mar. 31, 2022 44,808 4,327 (797) (192) 41,470  
Balance, shares at Mar. 31, 2022           5,849,746
Balance at Dec. 31, 2021 35,050 4,327 (2,455) 393 32,785  
Balance, shares at Dec. 31, 2021           5,849,746
Net income (loss) 9,272          
Balance at Sep. 30, 2022 59,098 4,894 372 1,413 52,419  
Balance, shares at Sep. 30, 2022           6,044,230
Balance at Mar. 31, 2022 44,808 4,327 (797) (192) 41,470  
Balance, shares at Mar. 31, 2022           5,849,746
Net change in foreign currency translation (unaudited) 9,036 994 8,042  
Net income (loss) 5,338 587 4,751  
Issuance of common shares in exchange for OP units  
Issuance of common shares in exchange for OP units, shares           194,484
Non-controlling interest distributions (unaudited) (4,876) (4,876)  
Balance at Jun. 30, 2022 54,306 4,327 197 395 49,387  
Balance, shares at Jun. 30, 2022           6,044,230
Net change in foreign currency translation (unaudited) 1,589 175 1,414  
Net income (loss) 9,250 1,018 8,232  
Non-controlling interest distributions (unaudited) (6,047) (6,047)  
Reallocation of non-controlling interest (unaudited) 567 (567)  
Balance at Sep. 30, 2022 59,098 4,894 372 1,413 52,419  
Balance, shares at Sep. 30, 2022           6,044,230
Balance at Dec. 31, 2022 49,384 5,792 386 1,608 41,598  
Balance, shares at Dec. 31, 2022           6,365,856
Net change in foreign currency translation (unaudited) 2,318 277 2,041  
Net income (loss) 4,139 495 3,644  
Dividends (unaudited) (700) (700)  
Non-controlling interest distributions (unaudited) (4,999) (4,999)  
Balance at Mar. 31, 2023 50,142 5,792 663 1,403 42,284  
Balance, shares at Mar. 31, 2023           6,365,856
Balance at Dec. 31, 2022 49,384 5,792 386 1,608 41,598  
Balance, shares at Dec. 31, 2022           6,365,856
Net income (loss) 14,525          
Balance at Sep. 30, 2023 53,898 5,792 1,275 1,290 45,541  
Balance, shares at Sep. 30, 2023           6,429,514
Balance at Mar. 31, 2023 50,142 5,792 663 1,403 42,284  
Balance, shares at Mar. 31, 2023           6,365,856
Net change in foreign currency translation (unaudited) 1,966 242 1,724  
Net income (loss) 5,682 698 4,984  
Dividends (unaudited) (700) (700)  
Non-controlling interest distributions (unaudited) (4,998)   (4,998)  
Balance at Jun. 30, 2023 52,092 5,792 905 1,401 43,994  
Balance, shares at Jun. 30, 2023           6,365,856
Net change in foreign currency translation (unaudited) 2,960 370 2,590  
Net income (loss) 4,704 589 4,115  
Dividends (unaudited) (700) (700)  
Issuance of common shares in exchange for OP units  
Issuance of common shares in exchange for OP units, shares           63,658
Non-controlling interest distributions (unaudited) (5,158) (5,158)  
Balance at Sep. 30, 2023 $ 53,898 $ 5,792 $ 1,275 $ 1,290 $ 45,541  
Balance, shares at Sep. 30, 2023           6,429,514
v3.23.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net income $ 14,525 $ 9,272
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 21,266 21,657
Amortization of bond issuance costs 428 395
Loss on real estate investment impairment 2,451
Amortization of deferred financing costs 401 317
(Increase) decrease in other assets (2,270) 243
Amortization of right of use asset 238 221
Foreign currency transaction (gain) loss (81) 10,932
Foreign currency translation adjustments 1,624
Increase in straight-line rent receivables (1,232) (1,063)
Increase (decrease) in accounts payable and accrued liabilities and other liabilities 6,518 (5,956)
Repayment of operating lease liability (238) (221)
Net cash provided by operating activities 42,006 37,421
Cash flow from investing activities:    
Purchase of real estate investments (108,062)
Increase in notes receivable (6,500) (9,000)
Principal payments of notes receivable 1,012 531
Net cash used in investing activities (113,550) (8,469)
Cash flows from financing activities:    
Deferred financing costs (808)
Proceeds from senior debt, net 69,208 103,588
Proceeds from issuance of bonds, net 52,382
Repayment of bonds (15,727) (106,012)
Repayment of senior debt (11,187) (30,503)
Repayment of non-controlling interest redemption liability (15,753)
Payment of dividends (2,100)
Non-controlling interest distributions (15,155) (10,923)
Net cash provided by (used in) financing activities 60,860 (43,850)
Decrease in cash and cash equivalents and restricted cash and equivalents (10,684) (14,898)
Cash and cash equivalents and restricted cash and equivalents at the beginning of the period 45,704 52,128
Cash and cash equivalents and restricted cash and equivalents at the end of the period 35,020 37,230
Supplemental Disclosure of Cash Flow Information:    
Cash paid during the period for interest 18,186 17,089
Supplemental schedule of noncash investing activities:    
Foreign currency translation adjustments $ 7,244 $ 25,699
v3.23.3
Business
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Business

NOTE 1. Business

 

Overview

 

The Company

 

STRAWBERRY FIELDS REIT, Inc. (the “Company”) is a Maryland corporation formed in July 2019. The Company commenced operations on June 8, 2021. The Company conducts its business through a traditional UPREIT structure in which substantially all of its assets are owned by subsidiaries of Strawberry Fields Realty, LP, a Delaware limited partnership formed in July 2019 (the “Operating Partnership”). The Company is the general partner of the Operating Partnership (“OP”). The Company owns approximately 12.5% and 12.0% of the outstanding OP units as of September 30, 2023 and December 31, 2022, respectively.

 

As the sole general partner of the Operating Partnership, the Company has the exclusive power under the partnership agreement to manage and conduct the business affairs of the Operating Partnership, subject to certain limited approval and voting rights of the limited partners. The Company may cause the Operating Partnership to issue additional OP units in connection with property acquisitions, compensation or otherwise. The Company became a publicly traded entity on September 21, 2022.

 

The Company is engaged in the ownership, acquisition, financing and triple-net leasing of skilled nursing facilities and other post-acute healthcare properties. The Company’s portfolio consists of 98 healthcare properties with an aggregate of 12,203 licensed beds. The Company holds fee title to 97 of these properties and holds 1 property under a long-term lease. These properties are located in Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas. The Company generates substantially all of its revenues by leasing its properties to tenants under long-term leases primarily on a triple-net basis, under which the tenant pays the cost of real estate taxes, insurance and other operating costs of the facility and capital expenditures. Each healthcare facility located at its properties is managed by a qualified operator with an experienced management team.

 

Interim Condensed Consolidated Financial Statements

 

The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in the Condensed Consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim Condensed Consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s Condensed Consolidated financial position as of September 30, 2023, and the Condensed Consolidated results of operations and cash flows for the periods presented. The Condensed Consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2023.

 

Variable Interest Entity

 

The Company consolidates the Operating Partnership, a variable interest entity (“VIE”) in which the Company is considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

 

Non-Controlling Interest

 

A non-controlling interest is defined as the portion of the equity in an entity not attributable, directly or indirectly, to the primary beneficiary. Non-controlling interests are required to be presented as a separate component of equity on a Condensed Consolidated balance sheet. Accordingly, the presentation of net income is modified to present the income attributed to controlling and non-controlling interests. The non-controlling interest on the Company’s Condensed Consolidated balance sheets represents OP units not held by the Company and represents approximately 87.5% and 88.0% of the outstanding OP Units issued by the Operating Partnership as of September 30, 2023 and December 31, 2022, respectively. The holders of these OP units are entitled to share in cash distributions from the Operating Partnership in proportion to their percentage ownership of OP units. Net income is allocated to the non-controlling interest based on the weighted average of OP units outstanding during the period.

 

Basis of Presentation

 

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 2. Summary of Significant Accounting Policies

 

Use of Estimates

 

Management is required to make estimates and assumptions in the preparation of the Condensed Consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from management’s estimates.

 

Principles of Consolidation

 

The accompanying Condensed Consolidated financial statements include the accounts of the Company and the Operating Partnership and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased.

 

The Company’s cash, cash equivalents and restricted cash and cash equivalents periodically exceed federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to the cash in its operating accounts. On September 30, 2023 and December 31, 2022, the Company had $23.0 million and $40.7 million, respectively, on deposit in excess of federally insured limits. On April 30, 2023, the Company entered into Interbank Cash Sweep accounts to minimize exposure to loss of funds not federally insured. These sweep accounts held approximately $3.1 million as of September 30, 2023.

 

Restricted Cash and Cash Equivalents

 

Restricted cash primarily consists of amounts held by mortgage lenders to provide for real estate tax expenditures, tenant improvements, capital expenditures and security deposits, as well as escrow accounts related to principal and interest payments on Bonds.

 

Real Estate Depreciation

 

Real estate costs related to the acquisition and improvement of properties are capitalized and depreciated over the expected life of the asset on a straight-line basis. The Company considers the period of future benefit of an asset to determine its appropriate useful life. The Company does not incur expenditures for tenant improvements as they are the responsibility of the tenant per their respective leases. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

 

Building and improvements   7-45 years
Equipment and personal property   2-18 years

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Real Estate Valuation

 

In determining fair value and the allocation of the purchase price of acquisitions, the Company uses current appraisals or third-party valuations services. The most significant components of these allocations are typically the allocation of fair value to land and buildings and, for certain of its acquisitions, in place leases and other intangible assets. In the case of the fair value of buildings and the allocation of value to land and other intangibles, the estimates of the values of these components will affect the amount of depreciation and amortization the Company records over the estimated useful life of the property acquired or the remaining lease term. In the case of the value of in place leases, the Company makes best estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease up periods, market conditions and costs to execute similar leases. These assumptions affect the amount of future revenue that the Company will recognize over the remaining lease term for the acquired in place leases.

 

The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. Transaction costs related to acquisitions that are not deemed to be businesses are included in the cost basis of the acquired assets, while transaction costs related to acquisitions that are deemed to be businesses are expensed as incurred. All of the Company’s acquisitions of investment properties qualified as asset acquisitions during the period ended September 30, 2023.

 

Revenue Recognition

 

Rental income from operating leases is generally recognized on a straight-line basis over the terms of the leases. Substantially all of the Company’s leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows:

 

  (i) a specified annual increase over the prior year’s rent, generally between 1.0% and 3.0%;
     
  (ii) a calculation based on the Consumer Price Index; or
     
  (iii) specific dollar increases.

 

Contingent revenue is not recognized until all possible contingencies have been eliminated. The Company considers the operating history of the lessee and the general condition of the industry when evaluating whether all possible contingencies have been eliminated and have historically, and expect in the future, to not include contingent rents as income until received. The Company follows a policy related to rental income whereby the Company considers a lease to be non-performing after 60 days of non-payment of past due amounts and does not recognize unpaid rental income from that lease until the amounts have been received.

 

Rental revenues relating to non-contingent leases that contain specified rental increases over the life of the lease are recognized on the straight-line basis. Recognizing income on a straight-line basis requires us to calculate the total non-contingent rent containing specified rental increases over the life of the lease and to recognize the revenue evenly over that life. This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset included in our accompanying Condensed Consolidated balance sheets. At some point during the lease, depending on its terms, the cash rent payments eventually exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term. The Company assesses the collectability of straight-line rent in accordance with the applicable accounting standards and reserve policy. If the lessee becomes delinquent in rent owed under the terms of the lease, the Company may provide a reserve against the recognized straight-line rent receivable asset for a portion, up to its full value, that the Company estimates may not be recoverable.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Revenue Recognition (Cont.)

 

Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market leases are accreted to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.

 

The Company reports revenues and expenses within our triple-net leased properties for real estate taxes that are escrowed and obligations of the tenants in accordance with their respective lease with us.

 

Gain from sale of real estate investments is recognized when control of the property is being transferred and it is probable that substantially all consideration will be collected.

 

Allowance for Doubtful Accounts

 

The Company evaluates the liquidity and creditworthiness of its tenants, operators and borrowers on a monthly and quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity and other factors. The Company’s tenants, borrowers and operators furnish property, portfolio and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the lease or debt service coverages that it uses as a primary credit quality indicator. Lease and debt service coverage information is evaluated together with other property, portfolio and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures and EBITDA (defined as earnings before interest, tax, depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its tenants’, operators’ and borrowers’ ability to service their obligations with the Company.

 

The Company maintains an allowance for doubtful accounts for straight-line rent receivables resulting from tenants’ inability to make contractual rent and tenant recovery payments or lease defaults. For straight-line rent receivables, the Company’s assessment is based on amounts estimated to be recoverable over the lease term.

 

Impairment of Long-Lived Assets and Goodwill

 

The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate assets. The expected future undiscounted cash flows are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized to the extent that the carrying value of the real estate assets is greater than their fair value.

 

Goodwill is tested for impairment at least annually based on certain qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. Potential impairment indicators include a significant decline in real estate values, significant restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the Company’s market capitalization. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies the required two-step quantitative approach. The quantitative procedures of the two-step approach (i) compare the fair value of a reporting unit with its carrying value, including goodwill, and, if necessary, (ii) compare the implied fair value of reporting unit goodwill with the carrying value as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities, excluding goodwill, is the implied value of goodwill and is used to determine the impairment amount, if any. The Company has selected the fourth quarter of each fiscal year to perform its annual impairment test.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Concentrations of Credit Risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and cash equivalents, notes receivable and operating leases on owned properties. These financial instruments are subject to the possibility of loss of carrying value as a result of the failure of other parties to perform according to their contractual obligations or changes in market prices which may make the instrument less valuable. Cash and cash equivalents, restricted cash and equivalents are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk.

 

With respect to notes receivable, the Company obtains various collateral and other protective rights, and continually monitors these rights, in order to reduce such possibilities of loss. In addition, the Company provides reserves for potential losses based upon management’s periodic review of our portfolio.

 

On September 30, 2023, the Company held five notes receivable with an outstanding balance of $24.9 million. The notes have maturities ranging from 2023 through 2046, and interest rates ranging from 2% to 10.25%. One of the notes is collateralized by tenants’ accounts receivable. All other notes receivable are uncollateralized as of September 30, 2023. As of December 31, 2022, the Company held five notes receivable for a total amount of $19.4 million. As of September 30, 2023, all of these notes are paid monthly and are current. On October 25, 2023, one of these notes for $6.5 million was repaid in full.

 

Market Concentration Risk

 

As of September 30, 2023 and December 31, 2022, the Company owned 97 properties and leased 1 property. The properties are located in 9 states, with 20 properties of its total properties located in Illinois (which include 4,226 skilled nursing beds or 34.6% of the Company’s total beds) and 34 properties of its total properties in Indiana (which include 3,240 skilled nursing beds or 26.6% of the Company’s total beds). Since tenant revenue is primarily generated from Medicare and Medicaid, the operations of the Company are indirectly subject to the administrative directives, rules and regulations of federal and state regulatory agencies, including, but not limited to the Centers for Medicare & Medicaid Services, and the Department of Health and Aging in all states in which the Company operates. Such administrative directives, rules and regulations, including budgetary reimbursement funding, are subject to change by an act of Congress, the passage of laws by the state regulators or an administrative change mandated by one of the executive branch agencies. Such changes may occur with little notice or inadequate funding to pay for the related costs, including the additional administrative burden, to comply with a change.

 

Debt and Capital Raising Issuance Costs

 

Costs incurred in connection with the issuance of equity interests are recorded as a reduction of additional paid-in capital. Debt issuance costs related to debt instruments, excluding line of credit arrangements, are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the interest method. Deferred financing costs related to line of credit arrangements are deferred, recorded as an asset and amortized to interest expense over the remaining term of the related line of credit arrangement utilizing the interest method.

 

Penalties incurred to extinguish debt and any remaining unamortized debt issuance costs, discounts and premiums are recognized as income or expense in the Condensed Consolidated statements of income at the time of extinguishment.

 

Segment Reporting

 

Accounting guidance regarding disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. The Company’s investment decisions in health care properties, and resulting investments are managed as a single operating segment for internal reporting and for internal decision-making purposes. Therefore, the Company has concluded that it operates as a single segment.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Basic and Diluted Income Per Common Share

 

The Company calculates basic income per common share by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. At September 30, 2023 and 2022, there were 45,437,910 and 47,212,167 OP units outstanding which were potentially dilutive securities. During the nine month periods ended September 30, 2023 and 2022, the assumed conversion of the OP units had no impact on basic income per share.

 

Foreign Currency Translation and Transactions

 

Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income, a component of equity on the Condensed Consolidated balance sheets.

 

Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses, if any, are included in other (loss) income, in the Condensed Consolidated statements of income.

 

Fair Value Measurement

 

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

 

● Level 1—quoted prices for identical instruments in active markets;

 

● Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

 

● Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and classifies such items in Level 1. In instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2. If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow valuation models.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Real Estate Investments – Held for Sale

 

On September 30, 2023, the Company had two properties included in real estate investments which were held for sale and carried at the lower of their net book value or fair value on a non-recurring basis on the Condensed Consolidated balance sheets. On December 31, 2022, the Company had one property included in real estate investments which was held for sale and carried at the lower of its net book value or fair value on a non-recurring basis on the Condensed Consolidated balance sheets. The Company’s real estate investments held for sale were classified as Level 3 of the fair value hierarchy.

 

Stock-Based Compensation

 

The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the Condensed Consolidated financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions. The Company recognizes share-based payments over the vesting period.

 

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually.

 

The adoption of ASU 2016-13 on January 1, 2023, was not material to the Company’s Condensed Consolidated financial position and results of operations.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

v3.23.3
Restricted Cash and Equivalents
9 Months Ended
Sep. 30, 2023
Cash and Cash Equivalents [Abstract]  
Restricted Cash and Equivalents

NOTE 3. Restricted Cash and Equivalents

 

The following table presents the Company’s restricted cash and equivalents and escrow deposits:

 

   September 30,   December 31, 
   2023   2022 
   (amounts in $000’s) 
Escrow with trustee  $-   $2,287 
MIP escrow accounts   733    745 
Other escrow and debt deposits   290    781 
Property tax and insurance escrow   8,232    5,243 
Interest and expense reserve bonds escrow   3,706    2,276 
HUD replacement reserves   12,519    14,175 
Total restricted cash and equivalents  $25,480   $25,507 

 

Escrow with trustee - The Company transfers funds to the trustee for its Series A, C and D Bonds to cover principal and interest payments prior to the payment date.

 

MIP escrow accounts - The Company is required to make monthly escrow deposits for mortgage insurance premiums on the HUD guaranteed mortgage loans.

 

Other escrow and debt deposits – The Company funds various escrow accounts under certain of its loan agreements, primarily to cover debt service on underlying loans.

 

Property tax and insurance escrow - The Company funds escrows for real estate taxes and insurance under certain of its loan agreements.

 

Interest and expense reserve bonds escrow - The indentures for the Series A, C and D Bonds require the funding of a six-month interest reserve as well as an expense reserve. See Note 7 - Notes Payable and Other Debt.

 

HUD replacement reserves - The Company is required to make monthly payments into an escrow for replacement and improvement of the project assets covered by HUD guaranteed mortgage loans. A portion of the replacement reserves are required to be maintained until the applicable loan is fully paid.

 

v3.23.3
Real Estate Investments, net
9 Months Ended
Sep. 30, 2023
Real Estate [Abstract]  
Real Estate Investments, net

NOTE 4. Real Estate Investments, net

 

Real estate investments consist of the following:

 

   Estimated Useful Lives  

September 30,

2023

  

December 31,

2022

 
   (Years)   (Amounts in $000’s) 
Buildings and improvements  7-45   $574,844   $495,215 
Equipment and personal property  2-18    97,359    78,524 
Land  -    65,509    60,010 
Real estate investments, gross       737,712    633,749 
Less: accumulated depreciation       (212,185)   (194,838)
Real estate investments, net      $525,527   $438,911 

 

For the three-month periods ended September 30, 2023 and 2022, total depreciation expense was $6.5 million and $6.3 million, respectively. For the nine-month periods ended September 30, 2023 and 2022, total depreciation expenses were $19.0 million and $19.4 million, respectively.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4. Real Estate Investments, net (Cont.)

 

Acquisition of Properties

 

On January 3, 2023, the Company acquired a property located in Kentucky for a total cost of $6.0 million including finder fees and leasehold improvements. The Company also committed to a $700,000 leasehold improvement that will be completed by the new tenant. This property contains a skilled nursing facility with 120 licensed beds and approximately 34,824 square feet. Concurrently with the closing of the acquisition, we added the property to an existing master lease with a third-party operator. The lease has an initial term of 10 years, with two extension options of five years each. The initial annualized base rent is $600,000, which is subject to an annual increase of approximately 3.0%.

 

On August 25, 2023, the Company acquired 24 healthcare facilities located in Indiana (the “Indiana Facilities”) for a total purchase price of $102.0 million. The 24 Facilities are comprised of nineteen skilled nursing facilities with 1,659 licensed beds and five assisted living facilities with 193 beds, of which 29 beds are licensed.

 

The Indiana Facilities were leased under a master lease agreement dated November 1, 2022, between the sellers and a group of tenants affiliated with two of the Company’s directors, Moishe Gubin and Michael Blisko. Under the master lease, the tenants are required to pay annual rent, on a triple net basis, commencing on December 1, 2022, in the amount of $9.5 million, which amount is subject to annual increases set forth in the master lease. The master lease has an initial term of seven years. The tenants have three options to extend the lease. The first option is for 3 years, the two remaining options are for 5 years each. The tenants have an option to buy the properties after 6 years for $127 million. The material terms of the master lease were not modified as a result of the purchase. The tenants operate the Indiana Facilities as skilled nursing and assisted living facilities.

 

Other Properties

 

In December 2022, the Company, through one of its subsidiaries, took title on a property in Massachusetts through a foreclosure. As of September 30, 2023, and December 31, 2022, the property is carried at its estimated fair value of $1.2 million and is included in real estate investments in the accompanying Condensed Consolidated balance sheets.

 

In February 2023, one facility under our southern Illinois master lease was closed. The closure was made at the request of the tenant and mainly for efficiency reasons. This facility is under a master lease with two other facilities. The closing did not affect the aggregate rent payable under the master lease, which has been paid without interruption. As a result of the closure, the Company has elected to sell the property. The Company has written off the remaining book value of this property and has recorded a loss on real estate investment impairment of approximately $2.5 million during the nine-month period ended September 30, 2023, since the facility is no longer licensed to operate as a skilled nursing facility. Additionally, the tenant continues to be responsible for ensuring the building is secure and paying utilities, real estate taxes and insurance bills.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

v3.23.3
Intangible Assets and Goodwill
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill

NOTE 5. Intangible Assets and Goodwill

 

Intangible assets consist of the following goodwill, Certificate of Need (“CON”) licenses and lease rights:

 

  

Goodwill

including CON

Licenses

   Lease Rights   Total 
   (Amounts in $000’s) 
Balances, December 31, 2021               
Gross  $1,323   $54,577   $55,900 
Accumulated amortization   -    (41,240)   (41,240)
Net carrying amount   1,323    13,337    14,660 
Amortization   -    (2,271)   (2,271)
Balances, September 30, 2022               
Gross   1,323    54,577    55,900 
Accumulated amortization   -    (43,511)   (43,511)
Net carrying amount  $1,323   $11,066   $12,389 
                
Balances, December 31, 2022               
Gross  $1,323    54,577    55,900 
Accumulated amortization   -    (44,268)   (44,268)
Net carrying amount   1,323    10,309    11,632 
Amortization   -    (2,271)   (2,271)
Balances, September 30, 2023               
Gross   1,323    54,577    55,900 
Accumulated amortization   -    (46,539)   (46,539)
Net carrying amount  $1,323    8,038    9,361 

 

Estimated amortization expense for all lease rights for each of the future years ending December 31, is as follows:

 

  

Amortization of

Lease Rights

 
   (Amounts in $000’s) 
2023 (three months)   757 
2024   3,028 
2025   3,028 
2026   675 
2027   462 
Thereafter   88 
Total  $8,038 

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

v3.23.3
Leases
9 Months Ended
Sep. 30, 2023
Leases  
Leases

NOTE 6. Leases

 

As of September 30, 2023, and December 31, 2022, the Company had leased 107 facilities (98 properties) and 83 facilities (79 properties), respectively, to tenant/operators in the States of Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas. As of September 30, 2023, and December 31, 2022, all of the Company’s facilities were leased. Most of these facilities are leased on a triple net basis, meaning that the lessee (i.e., operator of the facility) is obligated under the lease for all expenses of the property in respect to insurance, taxes and property maintenance, as well as the lease payments.

 

The following table provides additional information regarding the properties owned/leased by the Company for the periods indicated:

 

   September 30,   December 31, 
   2023   2022 
Cumulative number of facilities (properties)   107(98)   83(79)
Cumulative number of properties   (98)   (79)
Cumulative number of operational beds   12,203    10,332 

 

The following table provides additional information regarding the properties/facilities leased by the Company as of September 30, 2023:

 

State 

Number of

Operational

Beds/Units

  

Owned by

Company

  

Leased by

Company

   Total 
Illinois   4,226    20    -    20 
Indiana   3,240    38    1    39 
Michigan   100    1    -    1 
Ohio   238    4    -    4 
Tennessee   1,056    12    -    12 
Kentucky   1,165    11    -    11 
Arkansas   1,568    14    -    14 
Oklahoma   137    2    -    2 
Texas   473    4    -    4 
Total properties   12,203    106    1    107 
                     
Facility Type                    
Skilled Nursing Facilities   11,848    96    1    97 
Long-Term Acute Care Hospitals   63    2    -    2 
Assisted Living Facility   292    8    -    8 
Total facilities   12,203    106    1    107 

 

As of September 30, 2023, total future minimum rental revenues for the Company’s tenants are as follows:

 

Year  Amount 
(Amounts in $000s)  
2023 (three month period)  $23,410 
2024   94,634 
2025   87,155 
2026   70,410 
2027   70,979 
Thereafter   212,470 
Total  $559,058 

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6. Leases (Cont.)

 

The following table provides summary information regarding the number of operational beds associated with a property leased by the Company and subleased to third-party operators:

 

   September 30,   December 31, 
   2023   2022 
Number of facilities leased and subleased to third parties   1    1 
Number of operational beds   68    68 

 

Right of use assets and operating lease liabilities are disclosed as separate line items in the Condensed Consolidated balance sheets and are valued based on the present value of the future minimum lease payments at the lease commencement. As the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense is recognized on a straight-line basis over the lease term. The Company’s operating lease obligation is for one skilled nursing facility. The lease has an initial term that expires on March 1, 2028, and has two five-year renewal options. The lease is a triple net lease, which requires the Company to pay real and personal property taxes, insurance expenses and all capital improvements. The Company subleases the building as part of the Indiana master lease. Based on the sublease with the Company’s tenant, the tenant is required to pay real and personal property taxes, insurance expenses and all capital improvements.

 

The components of lease expense and other lease information are as follows:

 

   2023   2022   2023   2022 
  

Nine Month Period ended

September 30,

  

Three Month Period ended

September 30,

 
   2023   2022   2023   2022 
Operating lease cost  $296    293    99    99 

 

(Amount in $’000s) 

September 30,

2023

   December 31,
2022
 
Operating lease right of use asset  $1,595   $1,833 
Operating lease liability  $1,595   $1,833 
Weighted average remaining lease term-operating leases (in years)   4.5    5.25 
Weighted average discount rate   4.1%   4.1%

 

Future minimum operating lease payments under non-cancellable leases as of September 30, 2023, reconciled to the Company’s operating lease liability presented on the Condensed Consolidated balance sheets are:

 

(Amount in $’000s)  (Amounts in $’000s) 
2023 (three month period)  $99 
2024   395 
2025   395 
2026   395 
2027   395 
Thereafter   99 
Total  $1,778 
Less Interest   (183)
Total operating lease liability  $1,595 

 

Other Properties leased by the Company

 

The Company, through one of its subsidiaries, leases its office spaces from a related party. Rental expenses under the leases for the nine-month periods ended September 30, 2023, and 2022, was $157,000 and $152,000, respectively. Rental expense under the leases for the three-month periods ended September 30, 2023, and 2022, was $52,000 and $55,000, respectively.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

v3.23.3
Notes Payable and Other Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Notes Payable and Other Debt

NOTE 7. Notes Payable and Other Debt

 

Notes Payable and Other Debt consist of the following:

 

   Weighted
Interest Rate at
September 30,
   September 30,   December 31, 
   2023   2023   2022 
       (Amounts in $’000s) 
HUD guaranteed loans   3.26%  $273,310   $275,778 
Bank loans   8.83%   165,714    105,225 
Series A, C and D Bonds   6.63%   107,436    75,788 
Gross Notes Payable and other Debt       $546,460   $456,791 
Debt issuance costs        (3,266)   (1,376)
Net Notes Payable and other Debt       $543,194   $455,415 

 

Principal payments on the Notes Payable and Other Debt payable through maturity are as follows:

 

Year Ending December 31,  Amount 
(Amounts in $’000s)    
2023 (three-month period)  $2,832 
2024   28,035 
2025   19,627 
2026   98,992 
2027   109,735 
Thereafter   287,239 
Total  $546,460 

 

Debt Covenant Compliance

 

As of September 30, 2023 and December 31, 2022, the Company was party to approximately 42 and 40 outstanding credit related instruments, respectively. These instruments included credit facilities, mortgage notes, bonds and other credit obligations. Some of the instruments include financial covenants. Covenant provisions include, but are not limited to, debt service coverage ratios, and minimum levels of EBITDA (defined as earnings before interest, tax, and depreciation and amortization) or EBITDAR (defined as earnings before interest, tax, depreciation and amortization and rental expense). Some covenants are based on annual financial metric measurements, and some are based on quarterly financial metric measurements. The Company routinely tracks and monitors its compliance with its covenant provisions. As of September 30, 2023, the Company was in compliance with all financial and administrative covenants.

 

Senior Debt – Commercial Bank Mortgage Loan Facility

 

On March 21, 2022, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $105 million. The facility provides for monthly payments of principal based on a 20-year amortization with a balloon payment due in March 2027. The rate is based on the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor of 4% (as of September 30, 2023, the rate was 8.83%). As of September 30, 2023, and December 31, 2022, total amounts outstanding were $99.71 million and $102.39 million, respectively. This facility loan is collateralized by 21 properties owned by the Company. The loan proceeds were used to repay the Series B Bonds and prepay commercial loans not secured by HUD guaranteed mortgages. The Company recognized a foreign currency transaction loss of approximately $10.1 million in connection with the repayment of the Series B Bonds during the nine months ended September 30, 2022.

 

On August 25, 2023, the Company closed a mortgage loan facility with a commercial bank pursuant to which the Company borrowed approximately $66 million. The facility is an interest only facility for the first 12 months and provides for monthly payments of principal based on a 20-year amortization starting in the second year with a balloon payment due in August 2028. The rate is based on the one-month Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.5% and a floor of 4% (as of September 30, 2023, the rate was 8.83%). As of September 30, 2023, total amounts outstanding was $66.0 million. This facility loan is collateralized by and used for the acquisition of 19 properties (24 facilities). See note 4 above.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Senior Debt – Commercial Bank Mortgage Loan Facility (Cont.)

 

Both credit facilities financial covenants consist of (i) a covenant that the ratio of the Company’s indebtedness to its EBITDA cannot exceed 8.0 to 1, (ii) a covenant that the ratio of the Company’s net operating income to its debt service before dividend distribution is at least 1.20 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, (iii) a covenant that the ratio of the Company’s net operating income to its debt service after dividend distribution is at least 1.05 to 1.00 for each fiscal quarter as measured pursuant to the terms of the loan agreement, and (iii) a covenant that the Company’s GAAP equity is at least $20.0 million. As of September 30, 2023, the Company was in compliance with these loan covenants.

 

Senior Debt – Mortgage Loans Guaranteed by HUD

 

As of September 30, 2023, and December 31, 2022, the Company had HUD guaranteed mortgage loans from financial institutions of approximately $273 million and $276 million, respectively. These loans were secured by first mortgage liens on the applicable properties, assignments of rent and second liens on the operator’s assets. In addition to interest payments, the Company pays HUD annual mortgage insurance premiums of 0.65% of the loan balances. As a result, the overall interest rate paid by the Company with respect to the HUD guaranteed loans as of September 30, 2023 was 3.91% and December 31, 2022 was 3.88% (including the mortgage insurance premium).

 

Series A Bonds

 

In November 2015, the Company, through a subsidiary, issued Series A Bonds in the face amount of NIS 265.2 million ($68 million) and received the net amount after issuance costs of NIS 251.2 million ($64.3 million). Since then, the Company increased the series amount twice in September 2016 and May 2017 and received a combined net amount of $30.1 million. The Series A Bonds interest rate is 6.4% as of September 30, 2023. The effective weighted interest rate on these bonds, including those issued in the additional offering, is 7.4%. In June 2023, Standard & Poor’s provided rating for the Series A Bonds of ilA. As of September 30, 2023 and December 31, 2022, the outstanding balances of the Series A Bonds were $9.3 million and $21.5 million, respectively. Series A bond was paid off on November 8, 2023. See note 14.

 

Series C Bonds

 

In July 2021, the BVI Company completed an initial offering on the Tel Aviv Stock Exchange (“TASE”) of Series C Bonds with a par value of NIS 208.0 million ($64.7 million). These Series C Bonds were issued at par. Offering and issuance costs of approximately $1.7 million were incurred at closing. During February 2023, the Company issued additional Series C Bonds with a par value of NIS 40.00 million ($11.3 million) and raised a gross amount of $10.73 million (NIS 38.1 million). The Bonds were issued at a price of 95.25%. As of September 30, 2023, and December 31, 2022, the outstanding balances of the Series C Bonds were $57.7 million and $55.6 million, respectively.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series C Bonds (Cont.)

 

Interest

 

The Series C Bonds initially bore interest at a rate of 5.7% per annum. In July 2021, Standard & Poor’s provided an initial rating for the Series C Bonds of ilA+.

 

Interest on the Series C Bonds is payable semi-annually in arrears on July 31 and January 31 of each year. The interest rate may increase if certain financial ratios are not achieved, as discussed below.

 

Payment Terms

 

The principal amount of the Series C Bonds is payable in five annual installments due on July 31 of each of the years 2022 through 2026. The first four principal payments are equal to 6% of the original principal amount of the Series C Bonds, and the last principal payments is equal to the outstanding principal amount of the Series C Bonds.

 

Financial Covenants

 

Until the date of full repayment of the Series C Bonds, the BVI Company must comply with certain financial covenants described below. The application of the covenants is based on the financial statements of the BVI Company as prepared under the IFRS accounting method. The financial covenants are as follows:

 

● The stockholders’ equity of the BVI Company may not be less than $230 million.

 

● The ratio of the Condensed Consolidated stockholders’ equity of the BVI Company to its total Condensed Consolidated balance sheet may not be less than 25%.

 

● The ratio of the adjusted net financial debt to adjusted EBITDA of the BVI Company (for the past four quarters) may not exceed 12.

 

● The ratio of the outstanding amount of the Series C Bonds to the fair market value of the collateral may not exceed 75%.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series C Bonds (Cont.)

 

Dividend Restrictions

 

The indenture for the Series C Bonds limits the amount of dividends that may be paid by the BVI Company to the Operating Partnership. The BVI Company may not make any distribution unless all of the following conditions are fulfilled (with all amounts calculated under IFRS):

 

● The distribution amount may not exceed 80% of the net profit after tax that is recognized in the most recent Condensed Consolidated financial statements of the BVI Company, less profits or losses arising from a change in accounting methods, net of revaluation profits/losses (that have not yet been realized) arising from a change in the fair value of the assets with respect to the fair value in the prior reporting period.

 

● The ratio of the consolidated stockholders’ equity of the BVI Company to its total consolidated balance sheet may not be less than 30%.

 

● The distributable profits for which no distribution was performed in a specific year will be added to the following quarters.

 

● The BVI Company’s equity at the end of the last quarter, before the distribution of dividends, less the dividends distributed, may not be less than $250 million.

 

As of September 30, 2023, the BVI Company met these financial conditions, and the BVI Company was not in violation of any of its material undertakings to the holders of the Series C Bonds.

 

Increase in Interest Rate

 

In the event that:

 

(i) the stockholders’ equity of the BVI Company (excluding minority interests) is less than $250 million;

 

(ii) the ratio of the adjusted net financial debt to adjusted EBITDA (for the latest four quarters) exceeds 11;

 

(iii) the ratio of the consolidated equity of the BVI Company to total consolidated assets of the BVI Company is below 27%; or

 

(iv) the ratio of outstanding amount of the Series C Bonds to the fair market value of the collateral for the Series C Bonds exceeds 75%,

 

then, in each case, the interest on the Series C Bonds will increase by an additional 0.5% annually, but only once with respect to each failure to meet these requirements. Compliance with these financial covenants is measured quarterly.

 

Additionally, if a decline in the rating of the Series C Bonds should take place, then for each single ratings decrease, the interest will be increased by 0.25% per year, up to a maximum increment of 1.25% annually.

 

In any case, the total increase in the interest rate as a result of the above adjustments will not exceed 1.5% per year. The increases in the interest rate will also be reversed if the BVI Company regains compliance.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series C Bonds (Cont.)

 

Security

 

The Series C Bonds are secured by first mortgage liens on nine properties. In addition, the Series C Bonds are also secured by interest and expenses reserves. The BVI Company has agreed not to pledge its assets pursuant to a general lien without obtaining the prior consent of the holders of the Series C Bonds, provided that the BVI Company is entitled to register specific liens on its properties and also to provide guarantees and its subsidiaries are entitled to register general and specific liens on their assets.

 

Under the terms of the indenture for the Series C Bonds, the BVI Company can take out properties from the collateral (in case of HUD refinancing) or to add properties and increase the Series C Bonds as long as the ratio of outstanding amount of the Series C Bonds to fair market value of the collateral is not more than 65%. In addition, starting from July 1, 2023, if the fair market value of the collateral is below 55%, the BVI Company can request to release collateral so the fair market value will increase to 55%. As of September 30, 2023, the ratio of outstanding Series C Bonds to fair value of the collateral was 51.7%.

 

Additional Bonds

 

The BVI Company can issue additional Series C Bonds at any time not to exceed a maximum outstanding of NIS 630 million (or $165 million).

 

Redemption Provisions

 

The BVI Company may, at its discretion, call the Series C Bonds for early repayment. In the event of the redemption of all of the Series C Bonds, the BVI Company would be required to pay the highest of the following amounts:

 

the market value of the balance of the Series C Bonds in circulation which will be determined based on the average closing price of the Series C Bonds for thirty (30) trading days before the date on which the board of directors resolves to undertake the early redemption;
   
the par value of the Series C Bonds available for early redemption in circulation (i.e., the principal balance of the Series C Bonds plus accrued interest until the date of the actual early redemption); or
   
the balance of the payments under the Series C Bonds (consisting of future payments of principal and interest), when discounted to their present value based on the annual yield of the Israeli government bonds plus an “additional rate.” The additional rate will be 1.0% per annum for early repayment performed by September 30, 2022, 2.5% from October 1, 2022, to September 30, 2023, and 3.0% thereafter.

 

Change of Control

 

The holders of a majority of the Series C Bonds may accelerate the outstanding balance of the Bonds if the control of the BVI Company is transferred, directly or indirectly, unless the transfer of control is approved by the holders of a majority of the Series C Bonds.

 

For purposes of the Series C Bonds, the “controlling stockholders” of the BVI Company are deemed to be Moishe Gubin and Michael Blisko.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Change of Control (Cont.)

 

For the purpose of this provision, a transfer of control means a change of control of the BVI Company such that the BVI Company has a controlling stockholder that is not any of the “controlling stockholders” and/or is in the hands of any of their immediate family members (including through trusts that the controlling stockholders and/or any of their immediate family members are the beneficiaries under and/or are their managers). In this regard, “control” is defined in the Israeli Companies Law.

 

Series D Bonds

 

In June 2023, the BVI Company completed an initial offering on the Tel Aviv Stock Exchange (“TASE”) of Series D Bonds with a par value of NIS 82.9 million ($22.9 million). These Series D Bonds were issued at par. Offering and issuance costs of approximately $0.6 million were incurred at closing. During July 2023, the BVI Company issued additional Series D Bonds with a par value of NIS 70.0 million and raised a gross amount of $19.2 million (NIS 69.8 million). The Bonds were issued at a price of 99.7%. As of September 30, 2023 the outstanding balance of the Series D Bonds was $40.0 million.

 

Interest

 

The Series D Bonds initially bore interest at a rate of 9.1% per annum. In June 2023, Standard & Poor’s provided an initial rating for the Series D Bonds of ilA.

 

Interest on the Series D Bonds is payable semi-annually in arrears on March 31 and September 30 of each year. The interest rate may increase if certain financial ratios are not achieved, as discussed below.

 

Payment Terms

 

The principal amount of the Series D Bonds is payable in three annual installments due on September 30 of each of the years 2024 through 2026. The first two principal payments are equal to 6% of the original principal amount of the Series D Bonds, and the last principal payments is equal to the outstanding principal amount of the Series D Bonds.

 

Financial Covenants

 

Until the date of full repayment of the Series D Bonds, the BVI Company must comply with certain financial covenants described below. The application of the covenants is based on the financial statements of the BVI Company as prepared under the IFRS accounting method. The financial covenants are as follows:

 

● The stockholders’ equity of the BVI Company may not be less than $230 million.

 

● The ratio of the Condensed Consolidated stockholders’ equity of the BVI Company to its total Condensed Consolidated balance sheet may not be less than 25%.

 

● The ratio of the adjusted net financial debt to adjusted EBITDA of the BVI Company (for the past four quarters) may not exceed 12.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series D Bonds (Cont.)

 

Dividend Restrictions

 

The indenture for the Series D Bonds limits the amount of dividends that may be paid by the BVI Company to its stockholders. The BVI Company may not make any distribution unless all of the following conditions are fulfilled (with all amounts calculated under IFRS):

 

● The distribution amount may not exceed 80% of the net profit after tax that is recognized in the most recent Condensed Consolidated financial statements of the BVI Company, less profits or losses arising from a change in accounting methods, net of revaluation profits/losses (that have not yet been realized) arising from a change in the fair value of the assets with respect to the fair value in the prior reporting period.

 

● The ratio of the consolidated stockholders’ equity of the BVI Company to its total consolidated balance sheet may not be less than 30%.

 

● The distributable profits for which no distribution was performed in a specific year will be added to the following quarters.

 

● The BVI Company’s equity at the end of the last quarter, before the distribution of dividends, less the dividends distributed, may not be less than $250 million.

 

The BVI Company meets the financial conditions described above, and the BVI Company is not in violation of all and/or any of its material undertakings to the holders of the Series D Bonds as of September 30, 2023.

 

Increase in Interest Rate

 

In the event that:

 

(i) the stockholders’ equity of the BVI Company (excluding minority interests) is less than $250 million;

 

(ii) the ratio of the adjusted net financial debt to adjusted EBITDA (for the latest four quarters) exceeds 11;

 

(iii) the ratio of the consolidated equity of the BVI Company to total consolidated assets of the BVI Company is below 27%; or

 

then, in each case, the interest on the Series D Bonds will increase by an additional 0.5% annually, but only once with respect to each failure to meet these requirements. Compliance with these financial covenants is measured quarterly.

 

Additionally, if a decline in the rating of the Series D Bonds should take place, then for each single ratings decrease, the interest will be increased by 0.25% per year, up to a maximum increment of 1.25% annually.

 

In any case, the total increase in the interest rate as a result of the above adjustments will not exceed 1.5% per year. The increases in the interest rate will also be reversed if the BVI Company regains compliance.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Series D Bonds (Cont.)

 

Security

 

The BVI Company has committed not to pledge its assets under general liens without obtaining the consent in advance of the Bond holders. Nevertheless, the BVI Company is entitled to register specific liens on its properties and also to provide guarantees; and its subsidiaries are entitled to register liens, including general and specific, on their assets.

 

Additional Bonds

 

The BVI Company can issue additional Series D Bonds at any time not to exceed a maximum outstanding of NIS 450 million (or $118 million).

 

Redemption Provisions

 

The BVI Company may, at its discretion, call the Series D Bonds for early repayment. In the event of the redemption of all of the Series D Bonds, the BVI Company would be required to pay the highest of the following amounts:

 

the market value of the balance of the Series D Bonds in circulation which will be determined based on the average closing price of the Series D Bonds for thirty (30) trading days before the date on which the board of directors resolves to undertake the early redemption;
   
the par value of the Series D Bonds available for early redemption in circulation (i.e., the principal balance of the Series D Bonds plus accrued interest until the date of the actual early redemption); or
   
the balance of the payments under the Series D Bonds (consisting of future payments of principal and interest), when discounted to their present value based on the annual yield of the Israeli government bonds plus an “additional rate.” The additional rate will be 1.0% per annum for early repayment performed by September 30, 2024, and 3.0% thereafter.

 

Change of Control

 

The holders of a majority of the Series D Bonds may accelerate the outstanding balance of the Bonds if the control of the BVI Company is transferred, directly or indirectly, unless the transfer of control is approved by the holders of a majority of the Series D Bonds.

 

For purposes of the Series D Bonds, the “controlling stockholders” of the BVI Company are deemed to be Moishe Gubin and Michael Blisko.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7. Notes Payable and Other Debt (Cont.)

 

Change of Control (Cont.)

 

For the purpose of this provision, a transfer of control means a change of control of the BVI Company such that the BVI Company has a controlling stockholder that is not any of the “controlling stockholders” and/or is in the hands of any of their immediate family members (including through trusts that the controlling stockholders and/or any of their immediate family members are the beneficiaries under and/or are their managers). In this regard, “control” is defined in the Israeli Companies Law.

 

v3.23.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 8. Commitments and Contingencies

 

Commitments

 

The Company guarantees from time-to-time obligations of its wholly-owned subsidiaries.

 

Contingencies

 

The Company’s operating results and financial condition are dependent on the ability of its tenants to meet their lease obligations to us.

 

Although the amount of rent that the Company receives from its tenants is not dependent on the tenants’ operating results, the tenants’ ability to fulfill their lease obligations, including the payment of rent, could be adversely affected if our tenants encountered significant financial difficulties due to a pandemic. To date, the Company does not believe that the coronavirus outbreak has had a material adverse impact on its tenants.

 

In March 2020, Joseph Schwartz, Rosie Schwartz and certain companies owned by them filed a complaint in the U.S. District Court for the Northern District of Illinois against Moishe Gubin, Michael Blisko, Strawberry Fields REIT, LLC (“the Predecessor Company”) and 21 of its subsidiaries, as well as the operators of 17 of the facilities operated at our properties. The complaint was related to the Predecessor Company’s acquisition of 16 properties located in Arkansas and Kentucky that were completed between May 2018 and April 2019 and the attempt to purchase an additional 5 properties located in Massachusetts. The complaint was dismissed by the court in 2020 for lack of subject matter jurisdiction. The plaintiffs did not file an appeal of this dismissal, and the time for an appeal has expired.

 

In August 2020, Joseph Schwartz, Rosie Schwartz and several companies controlled by them filed a second complaint in the Circuit Court in Pulaski County, Arkansas. The second complaint had nearly identical claims as the federal case, but was limited to matters related to the Predecessor Company’s acquisition of properties located in Arkansas. The sellers, which were affiliates of Skyline Health Care, had encountered financial difficulties and requested the Predecessor Company to acquire these properties. The defendants have filed an answer denying the plaintiffs’ claims and asserting counterclaims based on breach of contract. The parties are currently engaged in discovery.

 

In January 2021, Joseph Schwartz, Rosie Schwartz and certain companies owned by them filed a third complaint in Illinois state court in Cook County, Illinois, which has nearly identical claims to the initial federal case but was limited to claims related to the Kentucky and Massachusetts properties. The complaint has not been properly served on any of the defendants, and, accordingly, the defendants did not respond to the complaint. On January 11, 2023, the Cook County Circuit Court granting a motion to quash service on all defendants. In March 2023, the plaintiffs filed a new complaint and again attempted to serve it on the defendants. The defendants filed a motion to dismiss the complaint on the basis that service was defective. The court granted this motion and dismissed the complaint on June 20, 2023.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 8. Commitments and Contingencies (Cont.)

 

In each of these complaints, the plaintiffs asserted claims for fraud, breach of contract and rescission arising out of the defendants’ alleged failure to perform certain post-closing obligations under the purchase contracts. The Company has potential direct exposure for these claims because the subsidiaries of the Predecessor Company that were named as defendants are now subsidiaries of the Operating Partnership. Additionally, the Operating Partnership is potentially liable for the claims made against Moishe Gubin, Michael Blisko and the Predecessor Company pursuant to the provisions of the contribution agreement, under which the Operating Partnership assumed all of the liabilities of the Predecessor Company and agreed to indemnify the Predecessor Company and its affiliates for such liabilities. The Company and the named defendants believe that the claims set forth in the complaints are without merit. The named defendants intend to vigorously defend the litigation and to assert counterclaims against the plaintiffs based on their failure to fulfill their obligations under the purchase contracts, interim management agreement, and operations transfer agreements. The Company believes this matter will be resolved without a material adverse effect to the Company.

 

As noted above, the March 2020 and January 2021 complaints also related to the Predecessor Company’s planned acquisition of five properties located in Massachusetts. Certain subsidiaries of the Predecessor Company purchased loans related to these properties in 2018 for a price of $7.74 million with the expectation that the subsidiaries would acquire title to the properties and the loans would be retired. The subsidiaries subsequently advanced $3.1 million under the loans to satisfy other liabilities related to the properties. The planned acquisition/settlement with the sellers/owners and borrowers was cancelled because they were forced to surrender their licenses to operate healthcare facilities on these properties due to their cash flow issues. In July 2022, the Company as lender sold four of the five properties at auction for the total amount of $4.4 million. In December 2022, the Company took title to the fifth property. The Company is in the process of pursuing collection efforts with respect to the balance outstanding and plans to sell the foreclosed property and pursue the guarantors of the loans to recover the unpaid principal balances as well as protective advances and collection costs.

 

v3.23.3
Equity Incentive Plan
9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Equity Incentive Plan

Note 9. Equity Incentive Plan

 

The Company has adopted the 2021 Equity Incentive Plan (the “Plan”). The Plan permits the grant of both options qualifying under Section 422 of the Internal Revenue Code (“incentive stock options”) and options not so qualifying, and the grant of stock appreciation rights, stock awards, incentive awards, performance units, and other equity-based awards. A total of 250,000 shares have been authorized to be granted under the Plan.

 

As of September 30, 2023, 225,100 shares were available for grant. No shares were issued during the nine month periods ended September 30, 2023 and 2022.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

v3.23.3
Stockholders’ Equity and Distributions
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders’ Equity and Distributions

NOTE 10. Stockholders’ Equity and Distributions

 

The Company elected and qualified to be treated as a REIT commencing with the taxable year ended December 31, 2022. U.S. federal income tax law requires that a REIT distribute annually at least 90% of its net taxable income, excluding net capital gains, and that it pays tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income, including net capital gains. In addition, a REIT is required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions that it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.

 

As of September 30, 2023, there were a total of 6,429,514 shares of common stock issued and outstanding. The outstanding shares were held by a total of approximately 712 stockholders of record, including certain affiliates of the Company who held 864,240 of these shares.

 

As of September 30, 2023, there were 45,437,910 OP units outstanding. Under the terms of the partnership agreement for the Operating Partnership, such holders have the right to request the cash redemption of their OP units. If a holder requests redemption, the Company has the option of issuing shares of common stock to the requesting holder instead of cash. The OP unit holders are required to obtain Company approval prior to the sale or transfer of any or all of such holder’s OP units.

 

The Company has reserved a total of 45,437,910 shares of common stock that may be issued, at the Company’s option, upon redemption of the OP units outstanding as of September 30, 2023.

 

v3.23.3
Related Party Transactions and Economic Dependence
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions and Economic Dependence

NOTE 11. Related Party Transactions and Economic Dependence

 

The following entities and individuals are considered to be Related Parties:

 

Moishe Gubin CEO & Chairman of the Board and a stockholder of the Company
Michael Blisko Director and a stockholder of the Company
Nahman Eingal Chief Financial Officer and a stockholder of the Company
Operating entities See list below

 

Lease Agreements with Related Parties

 

As of September 30, 2023, and December 31, 2022, each of the Company’s facilities was leased and operated by separate tenants. Each tenant is an entity that leases the facility from one of the Company’s subsidiaries and operates the facility as a healthcare facility. The Company had 64 tenants out of 107 who were related parties as of September 30, 2023, and 41 tenants out of 83 who were related parties as of December 31, 2022. Most of the lease agreements are triple net leases.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

The following table sets forth details of the lease agreements in force between the Company and its subsidiaries and lessees that are related parties as of September 30, 2023:

 

          (1)(2)    (1)(2)                        
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Indiana                                  
IN  1020 West Vine Street Realty, LLC  The Waters of Princeton II, LLC   49.24%   50.25%  $1,045,506    3.00%   1.07%  8/1/2025  2 five year
IN  12803 Lenover Street Realty LLC  The Waters of Dillsboro – Ross Manor II LLC   49.24%   50.25%   1,353,655    3.00%   1.39%  8/1/2025  2 five year
IN  1350 North Todd Drive Realty, LLC  The Waters of Scottsburg II LLC   49.24%   50.25%   1,089,527    3.00%   1.12%  8/1/2025  2 five year
IN  1600 East Liberty Street Realty LLC  The Waters of Covington II LLC   49.24%   50.25%   1,309,634    3.00%   1.35%  8/1/2025  2 five year
IN  1601 Hospital Drive Realty LLC  The Waters of Greencastle II LLC   49.24%   50.25%   1,100,532    3.00%   1.13%  8/1/2025  2 five year
IN  1712 Leland Drive Realty, LLC  The Waters of Huntingburg II LLC   49.24%   50.25%   1,045,506    3.00%   1.07%  8/1/2025  2 five year
IN  2055 Heritage Drive Realty LLC  The Waters of Martinsville II LLC   49.24%   50.25%   1,133,548    3.00%   1.16%  8/1/2025  2 five year
IN  3895 South Keystone Avenue Realty LLC  The Waters of Indianapolis II LLC   49.24%   50.25%   891,431    3.00%   0.92%  8/1/2025  2 five year
IN  405 Rio Vista Lane Realty LLC  The Waters of Rising Sun II LLC   49.24%   50.25%   638,309    3.00%   0.66%  8/1/2025  2 five year
IN  950 Cross Avenue Realty LLC  The Waters of Clifty Falls II LLC   49.24%   50.25%   1,518,735    3.00%   1.56%  8/1/2025  2 five year
IN  958 East Highway 46 Realty LLC  The Waters of Batesville II LLC   49.24%   50.25%   946,458    3.00%   0.97%  8/1/2025  2 five year
IN  2400 Chateau Drive Realty, LLC  The Waters of Muncie II LLC   49.24%   50.25%   792,383    3.00%   0.81%  8/1/2025  2 five year
IN  The Big H2O LLC  The Waters of New Castle II LLC   49.24%   50.25%   726,351    3.00%   0.75%  8/1/2025  2 five year

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor /
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Tennessee                                  
TN  115 Woodlawn Drive, LLC  Lakebridge, a Waters Community, LLC   50.00%   50.00%   1,514,820    3.00%   1.55%  8/1/2031  2 five year
TN  146 Buck Creek Road, LLC  The Waters of Roan Highlands, LLC   50.00%   50.00%   1,111,794    3.00%   1.14%  8/1/2031  2 five year
TN  704 5th Avenue East, LLC  The Waters of Springfield, LLC   50.00%   50.00%   917,230    3.00%   0.94%  8/1/2031  2 five year
TN  2501 River Road, LLC  The Waters of Cheatham, LLC   50.00%   50.00%   1,111,794    3.00%   1.14%  8/1/2031  2 five year
TN  202 Enon Springs Road East, LLC  The Waters of Smyrna, LLC   50.00%   50.00%   1,264,666    3.00%   1.30%  8/1/2031  2 five year
TN  140 Technology Lane, LLC  The Waters of Johnson City, LLC   50.00%   50.00%   1,167,384    3.00%   1.20%  8/1/2031  2 five year
TN  835 Union Street, LLC  The Waters of Shelbyville, LLC   50.00%   50.00%   1,334,153    3.00%   1.37%  8/1/2031  2 five year
   Master Lease Tennessee 2                                  
TN  505 North Roan, LLC  Agape Rehabilitation & Nursing Center, A Water’s Community LLC   50.00%   50.00%   1,628,910    3.00%   1.67%  7/1/2031  2 five year
TN  14510 Highway 79, LLC  Waters of McKenzie, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,279,858    3.00%   1.31%  7/1/2031  2 five year
TN  6500 Kirby Gate Boulevard, LLC  Waters of Memphis, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,745,261    3.00%   1.79%  7/1/2031  2 five year
TN  978 Highway 11 South, LLC  Waters of Sweetwater, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,745,261    3.00%   1.79%  7/1/2031  2 five year
TN  2830 Highway 394, LLC  Waters of Bristol, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   2,327,014    3.00%   2.38%  7/1/2031  2 five year

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Indiana 2                                  
IN  8400 Clearvista Place LLC  The Waters of Castleton SNF, LLC   50.00%   50.00%   804,694    Varies(3)(4)    0.83%  2029  One 3 years and two 5 years
IN  524 Anderson Road LLC  The Waters of Chesterfield SNF, LLC   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  640 West Ellsworth Street LLC  The Waters of Columbia City SNF, LLC   50.00%   50.00%   592,933    Varies(3)(4)    0.61%  2029  One 3 years and two 5 years
IN  11563 West 300 South LLC  The Waters of Dunkirk SNF, LLC   50.00%   50.00%   324,701    Varies(3)(4)    0.33%  2029  One 3 years and two 5 years
IN  5544 East State Boulevard LLC  The Waters of Fort Wayne SNF, LLC   50.00%   50.00%   543,522    Varies(3)(4)    0.56%  2029  One 3 years and two 5 years
IN  548 South 100 West LLC  The Waters of Hartford City SNF, LLC   50.00%   50.00%   458,817    Varies(3)(4)    0.47%  2029  One 3 years and two 5 years
IN  2901 West 37th Avenue LLC  The Waters of Hobart SNF, LLC   50.00%   50.00%   776,459    Varies(3)(4)    0.80%  2029  One 3 years and two 5 years
IN  1500 Grant Street LLC  The Waters of Huntington SNF, LLC   50.00%   50.00%   599,991    Varies(3)(4)    0.62%  2029  One 3 years and two 5 years
IN  787 North Detroit Street LLC  The Waters of LaGrange SNF, LLC   50.00%   50.00%   705,872    Varies(3)(4)    0.72%  2029  One 3 years and two 5 years
IN  981 Beechwood Avenue LLC  The Waters of Middletown SNF, LLC   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  317 Blair Pike LLC  The Waters of Peru SNF, LLC   50.00%   50.00%   917,634    Varies(3)(4)    0.94%  2029  One 3 years and two 5 years
IN  815 West Washington Street LLC  The Waters of Rockport SNF   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  612 East 11th Street LLC  The Waters of Rushville SNF   50.00%   50.00%   691,755    Varies(3)(4)    0.71%  2029  One 3 years and two 5 years

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/ Company Subsidiary  Tenant/ Operator  Moishe Gubin/Gubin Enterprises LP   Michael Blisko/Blisko Enterprises LP   Average annual rent over life of lease   Annual Escalation   % of total rent   Lease maturity  Extension
options
IN  505 West Wolfe Street LLC  The Waters of Sullivan SNF   50.00%   50.00%   656,461    Varies(3)(4)     0.67%  2029  One 3 years and two 5 years
IN  500 East Pickwick Drive LLC  The Waters of Syracuse SNF   50.00%   50.00%   465,876    Varies(3)(4)     0.48%  2029  One 3 years and two 5 years
IN  300 Fairgrounds Road LLC  The Waters of Tipton SNF   50.00%   50.00%   1,058,808    Varies(3)(4)     1.09%  2029  One 3 years and two 5 years
IN  1900 Alber Street LLC  The Waters of Wabash SNF East   50.00%   50.00%   592,933    Varies(3)(4)     0.61%  2029  One 3 years and two 5 years
IN  1720 Alber Street LLC  The Waters of Wabash SNF West   50.00%   50.00%   310,584    Varies(3)(4)     0.32%  2029  One 3 years and two 5 years
IN  300 North Washington Street LLC  The Waters of Wakarusa SNF   50.00    50.00%   938,810    Varies(3)(4)     0.96%  2029  One 3 years and two 5 years
IN  8400 Clearvista Place LLC  The Waters of Castleton ALF, LLC   50.00    50.00%   381,171    Varies(3)(4)     0.39%  2029  One 3 years and two 5 years
IN  787 North Detroit Street LLC  The Waters of LaGrange ALF, LLC   50.00    50.00%   119,998    Varies(3)(4)     0.12%  2029  One 3 years and two 5 years
IN  612 East 11th Street LLC  The Waters of Rushville ALF, LLC   50.00    50.00%   204,703    Varies(3)(4)     0.21%  2029  One 3 years and two 5 years
IN  505 West Wolfe Street LLC  The Waters of Sullivan ALF, LLC   50.00    50.00%   225,879    Varies(3)(4)     0.23%  2029  One 3 years and two 5 years
IN  300 North Washington Street LLC  The Waters of Wakarusa ALF, LLC   50.00    50.00%   430,582    Varies(3)(4)     0.44%  2029  One 3 years and two 5 years

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Manager/
Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
Annual rent
over life of
lease
   Annual
Escalation
   % of
total
rent
   Lease
maturity
  Extension
options
IL  516 West Frech Street, LLC  Parker Rehab & Nursing Center, LLC   50.00%   50.00%   498,350    Varies between $12,000 and $24,000 annually     0.51%  3/31/2031  None
IN  1316 North Tibbs Avenue Realty, LLC  Westpark A Waters Community, LLC   50.00%   50.00%   549,884    3.00%   0.56%  6/1/2024  2 five year
IL  Ambassador Nursing Realty, LLC  Ambassador Nursing and Rehabilitation Center II, LLC   40.00%   40.00%   1,005,313    3.00%   1.03%  2/28/2026  2 five year
IL  Momence Meadows Realty, LLC  Momence Meadows Nursing and Rehabilitation Center, LLC   50.00%   50.00%   1,038,000    None    1.07%  12/30/2025  None
IL  Forest View Nursing Realty, LLC  Forest View Rehabilitation and Nursing Center, LLC   50.00%   50.00%   1,215,483    3.00%   1.25%  12/1/2024  2 five year
IL  Lincoln Park Holdings, LLC  Lakeview Rehabilitation and Nursing Center, LLC   40.00%   40.00%   1,260,000    None     1.29%  5/31/2031  None
IL  Continental Nursing Realty, LLC  Continental Nursing and Rehabilitation Center, LLC   40.00%   40.00%   1,575,348    None     1.62%  3/1/2031  None
IL  Westshire Nursing Realty, LLC  City View Multicare Center, LLC   50.00%   50.00%   1,788,365    3.00%   1.84%  9/1/2025  2 five year
IL  Belhaven Realty, LLC  Belhaven Nursing and Rehabilitation Center, LLC   50.00%   50.00%   2,134,570    3.00%   2.19%  2/28/2026  2 five year
IL  West Suburban Nursing Realty, LLC  West Suburban Nursing and Rehabilitation Center, LLC   40.00%   40.00%   1,961,604    None    2.01%  11/1/2027  None
IN  1585 Perry Worth Road, LLC  The Waters of Lebanon, LLC   50.00%   50.00%   116,676    3.00%   0.12%  6/1/2027  2 five year
IL  Niles Nursing Realty LLC  Niles Nursing & Rehabilitation Center LLC   50.00%   50.00%   2,409,998    3.00%   2.48%  2/28/2026  2 five year
IL  Parkshore Estates Nursing Realty, LLC  Parkshore Estates Nursing and Rehabilitation Center, LLC   50.00%   50.00%   2,454,187    3.00%   2.52%  12/1/2024  2 five year
IL  Midway Neurological and Rehabilitation Realty, LLC  Midway Neurological and Rehabilitation Center, LLC   50.00%   50.00%   2,547,712    3.00%   2.62%  2/28/2026  2 five year
IL  Oak Lawn Nursing Realty, LLC  Oak Lawn Respiratory and Rehab center, LLC   50.00%   50.00%  $637,092    None    0.65%  6/1/2031  None

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

(1) The interests of the two listed related parties are not held through any commonly owned holding companies. Mr. Gubin’s interests are held directly/indirectly by Gubin Enterprises LP. Mr. Blisko’s interests are held by Blisko Enterprises LP and New York Boys Management, LLC.
(2) Each of the tenants is a limited liability company. The percentages listed reflect the owners’ percentage ownership of the outstanding membership interests in each tenant.
(3) For the initial two years of the lease there is no escalation, commencing with year three the escalation will be 22.3%, year four the escalation will be 22.8% and for years 5 through maturity the annual escalation will be 2%.
(4) The tenants have an option to buy the properties after 6 years for $127 million.

 

Guarantees from Related Parties

 

As of September 30, 2023, and December 31, 2022 Mr. Gubin and Mr. Blisko were not parties to any guarantees of any debt of the Company or its subsidiaries.

 

Balances with Related Parties

 

  

September 30,

2023

  

December 31,

2022

 
   (amounts in $000s) 
Straight-line rent receivable  $14,617   $11,591 
Tenant portion of replacement reserve  $9,265   $10,227 
Notes receivable  $7,263   $7,816 

 

Payments from and to Related Parties

 

   2023   2022   2023   2022 
  

Nine Months ended

September 30,

  

Three Months ended

September 30,

 
   2023   2022   2023   2022 
   (amounts in $000s)   (amounts in $000s) 
Rental income received from related parties  $40,616    40,328   $14,330    13,099 

 

Other Related Party Relationships

 

On September 30, 2023 and December 31, 2022, the Company had approximately $1.1 million and $4.7 million, respectively, on deposit with OptimumBank. Mr. Gubin is the Chairman of the Board of OptimumBank, and Mr. Blisko is a director.

 

On June 14, 2022, the Company purchased an $8 million note held by Infinity Healthcare Management, a company controlled by Mr. Blisko and Mr. Gubin. The note was issued by certain unaffiliated tenants. It bears interest at 7% per annum, payable annually. The principal amount of the note becomes payable 120 days after the date on which tenants are first able to exercise the purchase option for the properties contained in their lease. The purchase option becomes exercisable upon the Company’s ability to deliver fee simple title to the properties. The Company does not have the ability to deliver title on September 30, 2023, due to underlying litigation. If the tenants do not exercise the option within this period, then the outstanding balance of the note will thereafter be payable in thirty-six (36) equal monthly installments of principal and interest.

 

v3.23.3
Income Taxes
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 12. Income Taxes

 

The Company elected and qualified to be taxed as a REIT for federal income tax purposes commencing with the year ended December 31, 2022.

 

As a REIT, the Company generally is not subject to federal income tax on its net taxable income that it distributes currently to its stockholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If the Company fails to qualify for taxation as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company’s income for that year will be taxed at regular corporate rates, and the Company would be disqualified from taxation as a REIT for the four taxable years following the year during which the Company ceased to qualify as a REIT. Even if the Company qualifies as a REIT for federal income tax purposes, it may still be subject to state and local taxes on its income and assets and to federal income and excise taxes on its undistributed income.

 

The Company follows recent accounting guidance relating to accounting for uncertainty in income taxes, which sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.

 

A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-than-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

v3.23.3
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

NOTE 13. Fair Value of Financial Instruments

 

The Company is required to disclose the fair value of financials instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, accounts payable and accrued expenses approximate their carrying value on the Condensed Consolidated balance sheets due to their short-term nature. The Company’s foreclosed real estate is recorded at fair value on a non-recurring basis and is included in real estate investments on the Condensed Consolidated balance sheets. Estimates of fair value are determined based on a variety of information, including the use of available appraisals, estimates of market values by licensed appraisers or local real estate brokers and knowledge and experience of management. The fair values of the Company’s remaining financial instruments that are not reported at fair value on the Condensed Consolidated balance sheets are reported below:

 

       September 30, 2023   December 31, 2022 
(amounts in $000s)  Level  

Carrying

Amount

  

Fair

Value

  

Carrying

Amount

  

Fair

Value

 
Note payable, other debt, and bonds   3   $543,194    494,877   $455,415   $454,523 
Notes receivable   3   $24,907    23,223   $19,419   $18,479 

 

The fair value of the notes payable, other debt, bonds and notes receivable are estimated using a discounted cash flow analysis.

 

v3.23.3
Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

NOTE 14. Subsequent Events

 

On October 30, 2023 the Company entered into a lease agreement to re-tenant the three skilled nursing facilities located in Texas. The lease is for 10 years with annual escalations of 2.5%. The lease will commence on December 1, 2023. 

 

On November 8, 2023, the Company paid off the remaining balance of the Series A Bonds, subject to a $900 prepayment penalty because the Bonds were repaid before the scheduled maturity date of July 2024.

 

On November 9, 2023, our Board of Directors approved a dividend distribution of $0.12 per share, based on the expected net income for the fourth quarter of 2023. The dividend will be paid on or prior to December 31, 2023.

 

v3.23.3
Financing Income (Expenses), Net
9 Months Ended
Sep. 30, 2023
Other Income and Expenses [Abstract]  
Financing Income (Expenses), Net

NOTE 15. Financing Income (Expenses), Net

 

   2023   2022   2023   2022 
   Nine months ended
September 30,
   Three months ended
September 30
 
   2023   2022   2023   2022 
   (amounts in $000s)   (amounts in $000s) 
Financing expenses                    
Interest expenses with respect to bonds  $(4,460)  $(5,914)  $(1,803)  $(2,249)
Interest expenses on loans from banks and others   (14,046)   (10,349)   (6,161)   (4,975)
Interest expenses with respect to leases   (54)   (60)   (17)   (19)
Other financing expenses (including related parties), net   (247)   (97)   (150)   (38)
Total financing expenses  $(18,807)  $(16,420)  $(8,131)   (7,281)
Financing income  $824   $518   $266    418 
Interest Expense, Net  $(17,983)  $(15,902)  $(7,865)   (6,863)

 

v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

 

Management is required to make estimates and assumptions in the preparation of the Condensed Consolidated financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from management’s estimates.

 

Principles of Consolidation

Principles of Consolidation

 

The accompanying Condensed Consolidated financial statements include the accounts of the Company and the Operating Partnership and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased.

 

The Company’s cash, cash equivalents and restricted cash and cash equivalents periodically exceed federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to the cash in its operating accounts. On September 30, 2023 and December 31, 2022, the Company had $23.0 million and $40.7 million, respectively, on deposit in excess of federally insured limits. On April 30, 2023, the Company entered into Interbank Cash Sweep accounts to minimize exposure to loss of funds not federally insured. These sweep accounts held approximately $3.1 million as of September 30, 2023.

 

Restricted Cash and Cash Equivalents

Restricted Cash and Cash Equivalents

 

Restricted cash primarily consists of amounts held by mortgage lenders to provide for real estate tax expenditures, tenant improvements, capital expenditures and security deposits, as well as escrow accounts related to principal and interest payments on Bonds.

 

Real Estate Depreciation

Real Estate Depreciation

 

Real estate costs related to the acquisition and improvement of properties are capitalized and depreciated over the expected life of the asset on a straight-line basis. The Company considers the period of future benefit of an asset to determine its appropriate useful life. The Company does not incur expenditures for tenant improvements as they are the responsibility of the tenant per their respective leases. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:

 

Building and improvements   7-45 years
Equipment and personal property   2-18 years

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Real Estate Valuation

Real Estate Valuation

 

In determining fair value and the allocation of the purchase price of acquisitions, the Company uses current appraisals or third-party valuations services. The most significant components of these allocations are typically the allocation of fair value to land and buildings and, for certain of its acquisitions, in place leases and other intangible assets. In the case of the fair value of buildings and the allocation of value to land and other intangibles, the estimates of the values of these components will affect the amount of depreciation and amortization the Company records over the estimated useful life of the property acquired or the remaining lease term. In the case of the value of in place leases, the Company makes best estimates based on the evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease up periods, market conditions and costs to execute similar leases. These assumptions affect the amount of future revenue that the Company will recognize over the remaining lease term for the acquired in place leases.

 

The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. Transaction costs related to acquisitions that are not deemed to be businesses are included in the cost basis of the acquired assets, while transaction costs related to acquisitions that are deemed to be businesses are expensed as incurred. All of the Company’s acquisitions of investment properties qualified as asset acquisitions during the period ended September 30, 2023.

 

Revenue Recognition

Revenue Recognition

 

Rental income from operating leases is generally recognized on a straight-line basis over the terms of the leases. Substantially all of the Company’s leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows:

 

  (i) a specified annual increase over the prior year’s rent, generally between 1.0% and 3.0%;
     
  (ii) a calculation based on the Consumer Price Index; or
     
  (iii) specific dollar increases.

 

Contingent revenue is not recognized until all possible contingencies have been eliminated. The Company considers the operating history of the lessee and the general condition of the industry when evaluating whether all possible contingencies have been eliminated and have historically, and expect in the future, to not include contingent rents as income until received. The Company follows a policy related to rental income whereby the Company considers a lease to be non-performing after 60 days of non-payment of past due amounts and does not recognize unpaid rental income from that lease until the amounts have been received.

 

Rental revenues relating to non-contingent leases that contain specified rental increases over the life of the lease are recognized on the straight-line basis. Recognizing income on a straight-line basis requires us to calculate the total non-contingent rent containing specified rental increases over the life of the lease and to recognize the revenue evenly over that life. This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset included in our accompanying Condensed Consolidated balance sheets. At some point during the lease, depending on its terms, the cash rent payments eventually exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term. The Company assesses the collectability of straight-line rent in accordance with the applicable accounting standards and reserve policy. If the lessee becomes delinquent in rent owed under the terms of the lease, the Company may provide a reserve against the recognized straight-line rent receivable asset for a portion, up to its full value, that the Company estimates may not be recoverable.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Revenue Recognition (Cont.)

 

Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market leases are accreted to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.

 

The Company reports revenues and expenses within our triple-net leased properties for real estate taxes that are escrowed and obligations of the tenants in accordance with their respective lease with us.

 

Gain from sale of real estate investments is recognized when control of the property is being transferred and it is probable that substantially all consideration will be collected.

 

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

 

The Company evaluates the liquidity and creditworthiness of its tenants, operators and borrowers on a monthly and quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity and other factors. The Company’s tenants, borrowers and operators furnish property, portfolio and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the lease or debt service coverages that it uses as a primary credit quality indicator. Lease and debt service coverage information is evaluated together with other property, portfolio and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures and EBITDA (defined as earnings before interest, tax, depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its tenants’, operators’ and borrowers’ ability to service their obligations with the Company.

 

The Company maintains an allowance for doubtful accounts for straight-line rent receivables resulting from tenants’ inability to make contractual rent and tenant recovery payments or lease defaults. For straight-line rent receivables, the Company’s assessment is based on amounts estimated to be recoverable over the lease term.

 

Impairment of Long-Lived Assets and Goodwill

Impairment of Long-Lived Assets and Goodwill

 

The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate assets. The expected future undiscounted cash flows are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized to the extent that the carrying value of the real estate assets is greater than their fair value.

 

Goodwill is tested for impairment at least annually based on certain qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value. Potential impairment indicators include a significant decline in real estate values, significant restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the Company’s market capitalization. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies the required two-step quantitative approach. The quantitative procedures of the two-step approach (i) compare the fair value of a reporting unit with its carrying value, including goodwill, and, if necessary, (ii) compare the implied fair value of reporting unit goodwill with the carrying value as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities, excluding goodwill, is the implied value of goodwill and is used to determine the impairment amount, if any. The Company has selected the fourth quarter of each fiscal year to perform its annual impairment test.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Concentrations of Credit Risk

Concentrations of Credit Risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and cash equivalents, notes receivable and operating leases on owned properties. These financial instruments are subject to the possibility of loss of carrying value as a result of the failure of other parties to perform according to their contractual obligations or changes in market prices which may make the instrument less valuable. Cash and cash equivalents, restricted cash and equivalents are held with various financial institutions. From time to time, these balances exceed the federally insured limits. These balances are maintained with high quality financial institutions which management believes limits the risk.

 

With respect to notes receivable, the Company obtains various collateral and other protective rights, and continually monitors these rights, in order to reduce such possibilities of loss. In addition, the Company provides reserves for potential losses based upon management’s periodic review of our portfolio.

 

On September 30, 2023, the Company held five notes receivable with an outstanding balance of $24.9 million. The notes have maturities ranging from 2023 through 2046, and interest rates ranging from 2% to 10.25%. One of the notes is collateralized by tenants’ accounts receivable. All other notes receivable are uncollateralized as of September 30, 2023. As of December 31, 2022, the Company held five notes receivable for a total amount of $19.4 million. As of September 30, 2023, all of these notes are paid monthly and are current. On October 25, 2023, one of these notes for $6.5 million was repaid in full.

 

Market Concentration Risk

Market Concentration Risk

 

As of September 30, 2023 and December 31, 2022, the Company owned 97 properties and leased 1 property. The properties are located in 9 states, with 20 properties of its total properties located in Illinois (which include 4,226 skilled nursing beds or 34.6% of the Company’s total beds) and 34 properties of its total properties in Indiana (which include 3,240 skilled nursing beds or 26.6% of the Company’s total beds). Since tenant revenue is primarily generated from Medicare and Medicaid, the operations of the Company are indirectly subject to the administrative directives, rules and regulations of federal and state regulatory agencies, including, but not limited to the Centers for Medicare & Medicaid Services, and the Department of Health and Aging in all states in which the Company operates. Such administrative directives, rules and regulations, including budgetary reimbursement funding, are subject to change by an act of Congress, the passage of laws by the state regulators or an administrative change mandated by one of the executive branch agencies. Such changes may occur with little notice or inadequate funding to pay for the related costs, including the additional administrative burden, to comply with a change.

 

Debt and Capital Raising Issuance Costs

Debt and Capital Raising Issuance Costs

 

Costs incurred in connection with the issuance of equity interests are recorded as a reduction of additional paid-in capital. Debt issuance costs related to debt instruments, excluding line of credit arrangements, are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the interest method. Deferred financing costs related to line of credit arrangements are deferred, recorded as an asset and amortized to interest expense over the remaining term of the related line of credit arrangement utilizing the interest method.

 

Penalties incurred to extinguish debt and any remaining unamortized debt issuance costs, discounts and premiums are recognized as income or expense in the Condensed Consolidated statements of income at the time of extinguishment.

 

Segment Reporting

Segment Reporting

 

Accounting guidance regarding disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. The Company’s investment decisions in health care properties, and resulting investments are managed as a single operating segment for internal reporting and for internal decision-making purposes. Therefore, the Company has concluded that it operates as a single segment.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Basic and Diluted Income Per Common Share

Basic and Diluted Income Per Common Share

 

The Company calculates basic income per common share by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. At September 30, 2023 and 2022, there were 45,437,910 and 47,212,167 OP units outstanding which were potentially dilutive securities. During the nine month periods ended September 30, 2023 and 2022, the assumed conversion of the OP units had no impact on basic income per share.

 

Foreign Currency Translation and Transactions

Foreign Currency Translation and Transactions

 

Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income, a component of equity on the Condensed Consolidated balance sheets.

 

Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses, if any, are included in other (loss) income, in the Condensed Consolidated statements of income.

 

Fair Value Measurement

Fair Value Measurement

 

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

 

● Level 1—quoted prices for identical instruments in active markets;

 

● Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

 

● Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third-party source to determine fair value and classifies such items in Level 1. In instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2. If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow valuation models.

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2. Summary of Significant Accounting Policies (Cont.)

 

Real Estate Investments – Held for Sale

Real Estate Investments – Held for Sale

 

On September 30, 2023, the Company had two properties included in real estate investments which were held for sale and carried at the lower of their net book value or fair value on a non-recurring basis on the Condensed Consolidated balance sheets. On December 31, 2022, the Company had one property included in real estate investments which was held for sale and carried at the lower of its net book value or fair value on a non-recurring basis on the Condensed Consolidated balance sheets. The Company’s real estate investments held for sale were classified as Level 3 of the fair value hierarchy.

 

Stock-Based Compensation

Stock-Based Compensation

 

The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the Condensed Consolidated financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions. The Company recognizes share-based payments over the vesting period.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually.

 

The adoption of ASU 2016-13 on January 1, 2023, was not material to the Company’s Condensed Consolidated financial position and results of operations.

v3.23.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Schedule of Assets Useful Lives

 

Building and improvements   7-45 years
Equipment and personal property   2-18 years
v3.23.3
Restricted Cash and Equivalents (Tables)
9 Months Ended
Sep. 30, 2023
Cash and Cash Equivalents [Abstract]  
Schedule of Restricted Cash and Equivalents and Escrow Deposits

The following table presents the Company’s restricted cash and equivalents and escrow deposits:

 

   September 30,   December 31, 
   2023   2022 
   (amounts in $000’s) 
Escrow with trustee  $-   $2,287 
MIP escrow accounts   733    745 
Other escrow and debt deposits   290    781 
Property tax and insurance escrow   8,232    5,243 
Interest and expense reserve bonds escrow   3,706    2,276 
HUD replacement reserves   12,519    14,175 
Total restricted cash and equivalents  $25,480   $25,507 
v3.23.3
Real Estate Investments, net (Tables)
9 Months Ended
Sep. 30, 2023
Real Estate [Abstract]  
Schedule of Real Estate Investment

Real estate investments consist of the following:

 

   Estimated Useful Lives  

September 30,

2023

  

December 31,

2022

 
   (Years)   (Amounts in $000’s) 
Buildings and improvements  7-45   $574,844   $495,215 
Equipment and personal property  2-18    97,359    78,524 
Land  -    65,509    60,010 
Real estate investments, gross       737,712    633,749 
Less: accumulated depreciation       (212,185)   (194,838)
Real estate investments, net      $525,527   $438,911 
v3.23.3
Intangible Assets and Goodwill (Tables)
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets and Goodwill

Intangible assets consist of the following goodwill, Certificate of Need (“CON”) licenses and lease rights:

 

  

Goodwill

including CON

Licenses

   Lease Rights   Total 
   (Amounts in $000’s) 
Balances, December 31, 2021               
Gross  $1,323   $54,577   $55,900 
Accumulated amortization   -    (41,240)   (41,240)
Net carrying amount   1,323    13,337    14,660 
Amortization   -    (2,271)   (2,271)
Balances, September 30, 2022               
Gross   1,323    54,577    55,900 
Accumulated amortization   -    (43,511)   (43,511)
Net carrying amount  $1,323   $11,066   $12,389 
                
Balances, December 31, 2022               
Gross  $1,323    54,577    55,900 
Accumulated amortization   -    (44,268)   (44,268)
Net carrying amount   1,323    10,309    11,632 
Amortization   -    (2,271)   (2,271)
Balances, September 30, 2023               
Gross   1,323    54,577    55,900 
Accumulated amortization   -    (46,539)   (46,539)
Net carrying amount  $1,323    8,038    9,361 
Schedule of Estimated Amortization Expenses

Estimated amortization expense for all lease rights for each of the future years ending December 31, is as follows:

 

  

Amortization of

Lease Rights

 
   (Amounts in $000’s) 
2023 (three months)   757 
2024   3,028 
2025   3,028 
2026   675 
2027   462 
Thereafter   88 
Total  $8,038 
v3.23.3
Leases (Tables)
9 Months Ended
Sep. 30, 2023
Leases  
Schedule of Properties Own and Leased Information

The following table provides additional information regarding the properties owned/leased by the Company for the periods indicated:

 

   September 30,   December 31, 
   2023   2022 
Cumulative number of facilities (properties)   107(98)   83(79)
Cumulative number of properties   (98)   (79)
Cumulative number of operational beds   12,203    10,332 
Schedule of Additional Information on Properties Facilities Leased

The following table provides additional information regarding the properties/facilities leased by the Company as of September 30, 2023:

 

State 

Number of

Operational

Beds/Units

  

Owned by

Company

  

Leased by

Company

   Total 
Illinois   4,226    20    -    20 
Indiana   3,240    38    1    39 
Michigan   100    1    -    1 
Ohio   238    4    -    4 
Tennessee   1,056    12    -    12 
Kentucky   1,165    11    -    11 
Arkansas   1,568    14    -    14 
Oklahoma   137    2    -    2 
Texas   473    4    -    4 
Total properties   12,203    106    1    107 
                     
Facility Type                    
Skilled Nursing Facilities   11,848    96    1    97 
Long-Term Acute Care Hospitals   63    2    -    2 
Assisted Living Facility   292    8    -    8 
Total facilities   12,203    106    1    107 
Schedule of Future Minimum Rental Revenues

As of September 30, 2023, total future minimum rental revenues for the Company’s tenants are as follows:

 

Year  Amount 
(Amounts in $000s)  
2023 (three month period)  $23,410 
2024   94,634 
2025   87,155 
2026   70,410 
2027   70,979 
Thereafter   212,470 
Total  $559,058 
Schedule of Property Leases to Third Parties

The following table provides summary information regarding the number of operational beds associated with a property leased by the Company and subleased to third-party operators:

 

   September 30,   December 31, 
   2023   2022 
Number of facilities leased and subleased to third parties   1    1 
Number of operational beds   68    68 
Schedule of Components of Lease Expense

The components of lease expense and other lease information are as follows:

 

   2023   2022   2023   2022 
  

Nine Month Period ended

September 30,

  

Three Month Period ended

September 30,

 
   2023   2022   2023   2022 
Operating lease cost  $296    293    99    99 

 

(Amount in $’000s) 

September 30,

2023

   December 31,
2022
 
Operating lease right of use asset  $1,595   $1,833 
Operating lease liability  $1,595   $1,833 
Weighted average remaining lease term-operating leases (in years)   4.5    5.25 
Weighted average discount rate   4.1%   4.1%
Schedule of Future Minimum Lease Payments On Non-Cancellable Leases

Future minimum operating lease payments under non-cancellable leases as of September 30, 2023, reconciled to the Company’s operating lease liability presented on the Condensed Consolidated balance sheets are:

 

(Amount in $’000s)  (Amounts in $’000s) 
2023 (three month period)  $99 
2024   395 
2025   395 
2026   395 
2027   395 
Thereafter   99 
Total  $1,778 
Less Interest   (183)
Total operating lease liability  $1,595 
v3.23.3
Notes Payable and Other Debt (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Notes Payable and Other Debt

Notes Payable and Other Debt consist of the following:

 

   Weighted
Interest Rate at
September 30,
   September 30,   December 31, 
   2023   2023   2022 
       (Amounts in $’000s) 
HUD guaranteed loans   3.26%  $273,310   $275,778 
Bank loans   8.83%   165,714    105,225 
Series A, C and D Bonds   6.63%   107,436    75,788 
Gross Notes Payable and other Debt       $546,460   $456,791 
Debt issuance costs        (3,266)   (1,376)
Net Notes Payable and other Debt       $543,194   $455,415 
Schedule of Notes Payable and Other Debt Payables Maturity

Principal payments on the Notes Payable and Other Debt payable through maturity are as follows:

 

Year Ending December 31,  Amount 
(Amounts in $’000s)    
2023 (three-month period)  $2,832 
2024   28,035 
2025   19,627 
2026   98,992 
2027   109,735 
Thereafter   287,239 
Total  $546,460 
v3.23.3
Related Party Transactions and Economic Dependence (Tables)
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions

The following table sets forth details of the lease agreements in force between the Company and its subsidiaries and lessees that are related parties as of September 30, 2023:

 

          (1)(2)    (1)(2)                        
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Indiana                                  
IN  1020 West Vine Street Realty, LLC  The Waters of Princeton II, LLC   49.24%   50.25%  $1,045,506    3.00%   1.07%  8/1/2025  2 five year
IN  12803 Lenover Street Realty LLC  The Waters of Dillsboro – Ross Manor II LLC   49.24%   50.25%   1,353,655    3.00%   1.39%  8/1/2025  2 five year
IN  1350 North Todd Drive Realty, LLC  The Waters of Scottsburg II LLC   49.24%   50.25%   1,089,527    3.00%   1.12%  8/1/2025  2 five year
IN  1600 East Liberty Street Realty LLC  The Waters of Covington II LLC   49.24%   50.25%   1,309,634    3.00%   1.35%  8/1/2025  2 five year
IN  1601 Hospital Drive Realty LLC  The Waters of Greencastle II LLC   49.24%   50.25%   1,100,532    3.00%   1.13%  8/1/2025  2 five year
IN  1712 Leland Drive Realty, LLC  The Waters of Huntingburg II LLC   49.24%   50.25%   1,045,506    3.00%   1.07%  8/1/2025  2 five year
IN  2055 Heritage Drive Realty LLC  The Waters of Martinsville II LLC   49.24%   50.25%   1,133,548    3.00%   1.16%  8/1/2025  2 five year
IN  3895 South Keystone Avenue Realty LLC  The Waters of Indianapolis II LLC   49.24%   50.25%   891,431    3.00%   0.92%  8/1/2025  2 five year
IN  405 Rio Vista Lane Realty LLC  The Waters of Rising Sun II LLC   49.24%   50.25%   638,309    3.00%   0.66%  8/1/2025  2 five year
IN  950 Cross Avenue Realty LLC  The Waters of Clifty Falls II LLC   49.24%   50.25%   1,518,735    3.00%   1.56%  8/1/2025  2 five year
IN  958 East Highway 46 Realty LLC  The Waters of Batesville II LLC   49.24%   50.25%   946,458    3.00%   0.97%  8/1/2025  2 five year
IN  2400 Chateau Drive Realty, LLC  The Waters of Muncie II LLC   49.24%   50.25%   792,383    3.00%   0.81%  8/1/2025  2 five year
IN  The Big H2O LLC  The Waters of New Castle II LLC   49.24%   50.25%   726,351    3.00%   0.75%  8/1/2025  2 five year

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor /
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Tennessee                                  
TN  115 Woodlawn Drive, LLC  Lakebridge, a Waters Community, LLC   50.00%   50.00%   1,514,820    3.00%   1.55%  8/1/2031  2 five year
TN  146 Buck Creek Road, LLC  The Waters of Roan Highlands, LLC   50.00%   50.00%   1,111,794    3.00%   1.14%  8/1/2031  2 five year
TN  704 5th Avenue East, LLC  The Waters of Springfield, LLC   50.00%   50.00%   917,230    3.00%   0.94%  8/1/2031  2 five year
TN  2501 River Road, LLC  The Waters of Cheatham, LLC   50.00%   50.00%   1,111,794    3.00%   1.14%  8/1/2031  2 five year
TN  202 Enon Springs Road East, LLC  The Waters of Smyrna, LLC   50.00%   50.00%   1,264,666    3.00%   1.30%  8/1/2031  2 five year
TN  140 Technology Lane, LLC  The Waters of Johnson City, LLC   50.00%   50.00%   1,167,384    3.00%   1.20%  8/1/2031  2 five year
TN  835 Union Street, LLC  The Waters of Shelbyville, LLC   50.00%   50.00%   1,334,153    3.00%   1.37%  8/1/2031  2 five year
   Master Lease Tennessee 2                                  
TN  505 North Roan, LLC  Agape Rehabilitation & Nursing Center, A Water’s Community LLC   50.00%   50.00%   1,628,910    3.00%   1.67%  7/1/2031  2 five year
TN  14510 Highway 79, LLC  Waters of McKenzie, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,279,858    3.00%   1.31%  7/1/2031  2 five year
TN  6500 Kirby Gate Boulevard, LLC  Waters of Memphis, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,745,261    3.00%   1.79%  7/1/2031  2 five year
TN  978 Highway 11 South, LLC  Waters of Sweetwater, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   1,745,261    3.00%   1.79%  7/1/2031  2 five year
TN  2830 Highway 394, LLC  Waters of Bristol, A Rehabilitation & Nursing Center, LLC   50.00%   50.00%   2,327,014    3.00%   2.38%  7/1/2031  2 five year

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
annual rent
over life of
lease
   Annual
Escalation
   % of
total rent
   Lease
maturity
  Extension
options
   Master Lease Indiana 2                                  
IN  8400 Clearvista Place LLC  The Waters of Castleton SNF, LLC   50.00%   50.00%   804,694    Varies(3)(4)    0.83%  2029  One 3 years and two 5 years
IN  524 Anderson Road LLC  The Waters of Chesterfield SNF, LLC   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  640 West Ellsworth Street LLC  The Waters of Columbia City SNF, LLC   50.00%   50.00%   592,933    Varies(3)(4)    0.61%  2029  One 3 years and two 5 years
IN  11563 West 300 South LLC  The Waters of Dunkirk SNF, LLC   50.00%   50.00%   324,701    Varies(3)(4)    0.33%  2029  One 3 years and two 5 years
IN  5544 East State Boulevard LLC  The Waters of Fort Wayne SNF, LLC   50.00%   50.00%   543,522    Varies(3)(4)    0.56%  2029  One 3 years and two 5 years
IN  548 South 100 West LLC  The Waters of Hartford City SNF, LLC   50.00%   50.00%   458,817    Varies(3)(4)    0.47%  2029  One 3 years and two 5 years
IN  2901 West 37th Avenue LLC  The Waters of Hobart SNF, LLC   50.00%   50.00%   776,459    Varies(3)(4)    0.80%  2029  One 3 years and two 5 years
IN  1500 Grant Street LLC  The Waters of Huntington SNF, LLC   50.00%   50.00%   599,991    Varies(3)(4)    0.62%  2029  One 3 years and two 5 years
IN  787 North Detroit Street LLC  The Waters of LaGrange SNF, LLC   50.00%   50.00%   705,872    Varies(3)(4)    0.72%  2029  One 3 years and two 5 years
IN  981 Beechwood Avenue LLC  The Waters of Middletown SNF, LLC   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  317 Blair Pike LLC  The Waters of Peru SNF, LLC   50.00%   50.00%   917,634    Varies(3)(4)    0.94%  2029  One 3 years and two 5 years
IN  815 West Washington Street LLC  The Waters of Rockport SNF   50.00%   50.00%   423,523    Varies(3)(4)    0.43%  2029  One 3 years and two 5 years
IN  612 East 11th Street LLC  The Waters of Rushville SNF   50.00%   50.00%   691,755    Varies(3)(4)    0.71%  2029  One 3 years and two 5 years

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/ Company Subsidiary  Tenant/ Operator  Moishe Gubin/Gubin Enterprises LP   Michael Blisko/Blisko Enterprises LP   Average annual rent over life of lease   Annual Escalation   % of total rent   Lease maturity  Extension
options
IN  505 West Wolfe Street LLC  The Waters of Sullivan SNF   50.00%   50.00%   656,461    Varies(3)(4)     0.67%  2029  One 3 years and two 5 years
IN  500 East Pickwick Drive LLC  The Waters of Syracuse SNF   50.00%   50.00%   465,876    Varies(3)(4)     0.48%  2029  One 3 years and two 5 years
IN  300 Fairgrounds Road LLC  The Waters of Tipton SNF   50.00%   50.00%   1,058,808    Varies(3)(4)     1.09%  2029  One 3 years and two 5 years
IN  1900 Alber Street LLC  The Waters of Wabash SNF East   50.00%   50.00%   592,933    Varies(3)(4)     0.61%  2029  One 3 years and two 5 years
IN  1720 Alber Street LLC  The Waters of Wabash SNF West   50.00%   50.00%   310,584    Varies(3)(4)     0.32%  2029  One 3 years and two 5 years
IN  300 North Washington Street LLC  The Waters of Wakarusa SNF   50.00    50.00%   938,810    Varies(3)(4)     0.96%  2029  One 3 years and two 5 years
IN  8400 Clearvista Place LLC  The Waters of Castleton ALF, LLC   50.00    50.00%   381,171    Varies(3)(4)     0.39%  2029  One 3 years and two 5 years
IN  787 North Detroit Street LLC  The Waters of LaGrange ALF, LLC   50.00    50.00%   119,998    Varies(3)(4)     0.12%  2029  One 3 years and two 5 years
IN  612 East 11th Street LLC  The Waters of Rushville ALF, LLC   50.00    50.00%   204,703    Varies(3)(4)     0.21%  2029  One 3 years and two 5 years
IN  505 West Wolfe Street LLC  The Waters of Sullivan ALF, LLC   50.00    50.00%   225,879    Varies(3)(4)     0.23%  2029  One 3 years and two 5 years
IN  300 North Washington Street LLC  The Waters of Wakarusa ALF, LLC   50.00    50.00%   430,582    Varies(3)(4)     0.44%  2029  One 3 years and two 5 years

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

          (1)(2)    (1)(2)                      
        

Related Party Ownership

in Manager/Tenant/

Operator (1) (2)

                   
State  Lessor/
Company
Subsidiary
  Manager/
Tenant/
Operator
  Moishe
Gubin/Gubin
Enterprises
LP
   Michael
Blisko/Blisko
Enterprises
LP
   Average
Annual rent
over life of
lease
   Annual
Escalation
   % of
total
rent
   Lease
maturity
  Extension
options
IL  516 West Frech Street, LLC  Parker Rehab & Nursing Center, LLC   50.00%   50.00%   498,350    Varies between $12,000 and $24,000 annually     0.51%  3/31/2031  None
IN  1316 North Tibbs Avenue Realty, LLC  Westpark A Waters Community, LLC   50.00%   50.00%   549,884    3.00%   0.56%  6/1/2024  2 five year
IL  Ambassador Nursing Realty, LLC  Ambassador Nursing and Rehabilitation Center II, LLC   40.00%   40.00%   1,005,313    3.00%   1.03%  2/28/2026  2 five year
IL  Momence Meadows Realty, LLC  Momence Meadows Nursing and Rehabilitation Center, LLC   50.00%   50.00%   1,038,000    None    1.07%  12/30/2025  None
IL  Forest View Nursing Realty, LLC  Forest View Rehabilitation and Nursing Center, LLC   50.00%   50.00%   1,215,483    3.00%   1.25%  12/1/2024  2 five year
IL  Lincoln Park Holdings, LLC  Lakeview Rehabilitation and Nursing Center, LLC   40.00%   40.00%   1,260,000    None     1.29%  5/31/2031  None
IL  Continental Nursing Realty, LLC  Continental Nursing and Rehabilitation Center, LLC   40.00%   40.00%   1,575,348    None     1.62%  3/1/2031  None
IL  Westshire Nursing Realty, LLC  City View Multicare Center, LLC   50.00%   50.00%   1,788,365    3.00%   1.84%  9/1/2025  2 five year
IL  Belhaven Realty, LLC  Belhaven Nursing and Rehabilitation Center, LLC   50.00%   50.00%   2,134,570    3.00%   2.19%  2/28/2026  2 five year
IL  West Suburban Nursing Realty, LLC  West Suburban Nursing and Rehabilitation Center, LLC   40.00%   40.00%   1,961,604    None    2.01%  11/1/2027  None
IN  1585 Perry Worth Road, LLC  The Waters of Lebanon, LLC   50.00%   50.00%   116,676    3.00%   0.12%  6/1/2027  2 five year
IL  Niles Nursing Realty LLC  Niles Nursing & Rehabilitation Center LLC   50.00%   50.00%   2,409,998    3.00%   2.48%  2/28/2026  2 five year
IL  Parkshore Estates Nursing Realty, LLC  Parkshore Estates Nursing and Rehabilitation Center, LLC   50.00%   50.00%   2,454,187    3.00%   2.52%  12/1/2024  2 five year
IL  Midway Neurological and Rehabilitation Realty, LLC  Midway Neurological and Rehabilitation Center, LLC   50.00%   50.00%   2,547,712    3.00%   2.62%  2/28/2026  2 five year
IL  Oak Lawn Nursing Realty, LLC  Oak Lawn Respiratory and Rehab center, LLC   50.00%   50.00%  $637,092    None    0.65%  6/1/2031  None

 

 

STRAWBERRY FIELDS REIT, INC. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11. Related Party Transactions and Economic Dependence (cont.)

 

Lease Agreements with Related Parties (cont.)

 

(1) The interests of the two listed related parties are not held through any commonly owned holding companies. Mr. Gubin’s interests are held directly/indirectly by Gubin Enterprises LP. Mr. Blisko’s interests are held by Blisko Enterprises LP and New York Boys Management, LLC.
(2) Each of the tenants is a limited liability company. The percentages listed reflect the owners’ percentage ownership of the outstanding membership interests in each tenant.
(3) For the initial two years of the lease there is no escalation, commencing with year three the escalation will be 22.3%, year four the escalation will be 22.8% and for years 5 through maturity the annual escalation will be 2%.
(4) The tenants have an option to buy the properties after 6 years for $127 million.
Schedule of Balances with Related Parties

Balances with Related Parties

 

  

September 30,

2023

  

December 31,

2022

 
   (amounts in $000s) 
Straight-line rent receivable  $14,617   $11,591 
Tenant portion of replacement reserve  $9,265   $10,227 
Notes receivable  $7,263   $7,816 
Schedule of Payments From and to Related Parties

Payments from and to Related Parties

 

   2023   2022   2023   2022 
  

Nine Months ended

September 30,

  

Three Months ended

September 30,

 
   2023   2022   2023   2022 
   (amounts in $000s)   (amounts in $000s) 
Rental income received from related parties  $40,616    40,328   $14,330    13,099 
v3.23.3
Fair Value of Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value on the Consolidated Balance Sheets

 

       September 30, 2023   December 31, 2022 
(amounts in $000s)  Level  

Carrying

Amount

  

Fair

Value

  

Carrying

Amount

  

Fair

Value

 
Note payable, other debt, and bonds   3   $543,194    494,877   $455,415   $454,523 
Notes receivable   3   $24,907    23,223   $19,419   $18,479 
v3.23.3
Financing Income (Expenses), Net (Tables)
9 Months Ended
Sep. 30, 2023
Other Income and Expenses [Abstract]  
Schedule of Financing Income (Expenses), Net

 

   2023   2022   2023   2022 
   Nine months ended
September 30,
   Three months ended
September 30
 
   2023   2022   2023   2022 
   (amounts in $000s)   (amounts in $000s) 
Financing expenses                    
Interest expenses with respect to bonds  $(4,460)  $(5,914)  $(1,803)  $(2,249)
Interest expenses on loans from banks and others   (14,046)   (10,349)   (6,161)   (4,975)
Interest expenses with respect to leases   (54)   (60)   (17)   (19)
Other financing expenses (including related parties), net   (247)   (97)   (150)   (38)
Total financing expenses  $(18,807)  $(16,420)  $(8,131)   (7,281)
Financing income  $824   $518   $266    418 
Interest Expense, Net  $(17,983)  $(15,902)  $(7,865)   (6,863)
v3.23.3
Business (Details Narrative)
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Non-controlling interest operatiing percentage. 87.50% 88.00%
Strawberry Fields Realty LP [Member] | Operating Partnership [Member]    
Equity method investment ownership percentage 12.50% 12.00%
v3.23.3
Schedule of Assets Useful Lives (Details)
Sep. 30, 2023
Minimum [Member] | Building [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 7 years
Minimum [Member] | Equipment and Personal Property [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 2 years
Maximum [Member] | Building [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 45 years
Maximum [Member] | Equipment and Personal Property [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment useful life 18 years
v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
$ in Millions
9 Months Ended
Oct. 25, 2023
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Property, Plant and Equipment [Line Items]        
Cash   $ 23.0   $ 40.7
Increase decrease rent percentage   1.00%    
Notes receivable balance outstanding   $ 24.9   $ 19.4
Market concentration risk description   As of September 30, 2023 and December 31, 2022, the Company owned 97 properties and leased 1 property. The properties are located in 9 states, with 20 properties of its total properties located in Illinois (which include 4,226 skilled nursing beds or 34.6% of the Company’s total beds) and 34 properties of its total properties in Indiana (which include 3,240 skilled nursing beds or 26.6% of the Company’s total beds). Since tenant revenue is primarily generated from Medicare and Medicaid, the operations of the Company are indirectly subject to the administrative directives, rules and regulations of federal and state regulatory agencies, including, but not limited to the Centers for Medicare & Medicaid Services, and the Department of Health and Aging in all states in which the Company operates.    
Operating Partnership Units [Member]        
Property, Plant and Equipment [Line Items]        
Operating partnership outstanding   45,437,910 47,212,167  
Subsequent Event [Member]        
Property, Plant and Equipment [Line Items]        
Repayments of notes payable $ 6.5      
Maximum [Member]        
Property, Plant and Equipment [Line Items]        
Increase decrease rent percentage   3.00%    
Notes receivable interest rate   10.25%    
Minimum [Member]        
Property, Plant and Equipment [Line Items]        
Notes receivable interest rate   2.00%    
Cash and Cash Equivalents [Member]        
Property, Plant and Equipment [Line Items]        
Cash   $ 3.1    
v3.23.3
Schedule of Restricted Cash and Equivalents and Escrow Deposits (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Total restricted cash and equivalents $ 25,480 $ 25,507
Escrow With Trustee [Member]    
Total restricted cash and equivalents 2,287
MIP Escrow With Accounts [Member]    
Total restricted cash and equivalents 733 745
Other Escrow and Debt Deposite [Member]    
Total restricted cash and equivalents 290 781
Property Tax and Insurance Escrow [Member]    
Total restricted cash and equivalents 8,232 5,243
Interest Reserve Bonds Escrow Escrow [Member]    
Total restricted cash and equivalents 3,706 2,276
HUD Replacement Reserves [Member]    
Total restricted cash and equivalents $ 12,519 $ 14,175
v3.23.3
Schedule of Real Estate Investment (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Real Estate [Line Items]    
Real estate investments, gross $ 737,712 $ 633,749
Less: accumulated depreciation (212,185) (194,838)
Real estate investments, net 525,527 438,911
Building [Member]    
Real Estate [Line Items]    
Real estate investments, gross $ 574,844 495,215
Building [Member] | Minimum [Member]    
Real Estate [Line Items]    
Property plant and equipment useful life 7 years  
Building [Member] | Maximum [Member]    
Real Estate [Line Items]    
Property plant and equipment useful life 45 years  
Equipment and Personal Property [Member]    
Real Estate [Line Items]    
Real estate investments, gross $ 97,359 78,524
Equipment and Personal Property [Member] | Minimum [Member]    
Real Estate [Line Items]    
Property plant and equipment useful life 2 years  
Equipment and Personal Property [Member] | Maximum [Member]    
Real Estate [Line Items]    
Property plant and equipment useful life 18 years  
Land [Member]    
Real Estate [Line Items]    
Real estate investments, gross $ 65,509 $ 60,010
v3.23.3
Real Estate Investments, net (Details Narrative)
3 Months Ended 9 Months Ended
Aug. 25, 2023
USD ($)
Jan. 03, 2023
USD ($)
ft²
Dec. 02, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Depreciation       $ 6,534,000 $ 6,335,000 $ 18,995,000 $ 19,386,000  
Payments to acquire commercial real estate $ 102,000,000.0 $ 6,000,000.0            
Leasehold improvements, gross   $ 700,000            
Area of land | ft²   34,824            
Initial master lease term   10 years            
Annualized base rent   $ 600,000            
Percentage of annual increase rate   3.00%            
Property estimated fair value       525,527,000   525,527,000   $ 438,911,000
Loss on real estate investment impairment       2,451,000  
MASSACHUSETTS                
Property estimated fair value       1,200,000   1,200,000   $ 1,200,000
Lease Agreements [Member]                
Initial master lease term     7 years          
Payments for rent     $ 9,500,000          
Lease option to extend     The tenants have three options to extend the lease. The first option is for 3 years, the two remaining options are for 5 years each.          
Rental properties     $ 127,000,000 127,000,000   127,000,000    
Real Estate Investment [Member]                
Depreciation       $ 6,500,000 $ 6,300,000 $ 19,000,000.0 $ 19,400,000  
v3.23.3
Schedule of Intangible Assets and Goodwill (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]        
Gross $ 55,900 $ 55,900 $ 55,900 $ 55,900
Accumulated amortization (46,539) (44,268) (43,511) (41,240)
Net carrying amount 9,361 11,632 12,389 14,660
Amortization   (2,271)   (2,271)
Goodwill Including CON Licenses [Member]        
Finite-Lived Intangible Assets [Line Items]        
Gross 1,323 1,323 1,323 1,323
Accumulated amortization
Net carrying amount 1,323 1,323 1,323 1,323
Amortization    
Lease Rights [Member]        
Finite-Lived Intangible Assets [Line Items]        
Gross 54,577 54,577 54,577 54,577
Accumulated amortization (46,539) (44,268) (43,511) (41,240)
Net carrying amount $ 8,038 10,309 $ 11,066 13,337
Amortization   $ (2,271)   $ (2,271)
v3.23.3
Schedule of Estimated Amortization Expenses (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]        
Total $ 9,361 $ 11,632 $ 12,389 $ 14,660
Lease Rights [Member]        
Finite-Lived Intangible Assets [Line Items]        
2023 (three months) 757      
2024 3,028      
2025 3,028      
2026 675      
2027 462      
Thereafter 88      
Total $ 8,038 $ 10,309 $ 11,066 $ 13,337
v3.23.3
Schedule of Properties Own and Leased Information (Details) - Integer
Sep. 30, 2023
Dec. 31, 2022
Leases    
Cumulative number of facilities 107 83
Cumulative number of properties 98 79
Cumulative number of operational beds 12,203 10,332
v3.23.3
Schedule of Additional Information on Properties Facilities Leased (Details)
Sep. 30, 2023
Integer
Number of operational units 12,203
Owned by company units 106
Leased by company units 1
Total Operational units 107
Skilled Nursing Facilities [Member]  
Number of operational units 11,848
Owned by company units 96
Leased by company units 1
Total Operational units 97
Long Term Acute Care Hospitals [Member]  
Number of operational units 63
Owned by company units 2
Leased by company units
Total Operational units 2
Assisted Living Facility [Member]  
Number of operational units 292
Owned by company units 8
Leased by company units
Total Operational units 8
ILLINOIS  
Number of operational units 4,226
Owned by company units 20
Leased by company units
Total Operational units 20
INDIANA  
Number of operational units 3,240
Owned by company units 38
Leased by company units 1
Total Operational units 39
MICHIGAN  
Number of operational units 100
Owned by company units 1
Leased by company units
Total Operational units 1
OHIO  
Number of operational units 238
Owned by company units 4
Leased by company units
Total Operational units 4
TENNESSEE  
Number of operational units 1,056
Owned by company units 12
Leased by company units
Total Operational units 12
KENTUCKY  
Number of operational units 1,165
Owned by company units 11
Leased by company units
Total Operational units 11
ARKANSAS  
Number of operational units 1,568
Owned by company units 14
Leased by company units
Total Operational units 14
OKLAHOMA  
Number of operational units 137
Owned by company units 2
Leased by company units
Total Operational units 2
TEXAS  
Number of operational units 473
Owned by company units 4
Leased by company units
Total Operational units 4
v3.23.3
Schedule of Future Minimum Rental Revenues (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Leases  
2023 (three month period) $ 23,410
2024 94,634
2025 87,155
2026 70,410
2027 70,979
Thereafter 212,470
Total $ 559,058
v3.23.3
Schedule of Property Leases to Third Parties (Details) - Integer
Integer in Thousands
Sep. 30, 2023
Dec. 31, 2022
Leases    
Number of facilities leased and subleased to third parties 1 1
Number of operational beds 68 68
v3.23.3
Schedule of Components of Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Leases          
Operating lease cost $ 99 $ 99 $ 296 $ 293  
Operating lease right of use asset 1,595   1,595   $ 1,833
Operating lease liability $ 1,595   $ 1,595   $ 1,833
Weighted average remaining lease term-operating leases (in years) 4 years 6 months   4 years 6 months   5 years 3 months
Weighted average discount rate 4.10%   4.10%   4.10%
v3.23.3
Schedule of Future Minimum Lease Payments On Non-Cancellable Leases (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Leases  
2023 (three month period) $ 99
2024 395
2025 395
2026 395
2027 395
Thereafter 99
Total 1,778
Less Interest (183)
Total operating lease liability $ 1,595
v3.23.3
Leases (Details Narrative)
3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Integer
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Integer
Sep. 30, 2022
USD ($)
Dec. 31, 2022
Integer
Leases          
Cumulative number of properties | Integer 98   98   79
Lease description     The lease has an initial term that expires on March 1, 2028, and has two five-year renewal options.    
Rental expense | $ $ 52,000 $ 55,000 $ 157,000 $ 152,000  
v3.23.3
Schedule of Notes Payable and Other Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Short-Term Debt [Line Items]    
Gross Notes Payable and other Debt $ 546,460 $ 456,791
Debt issuance costs (3,266) (1,376)
Net Notes Payable and other Debt 543,194 455,415
HUD Guaranteed Bank Loans [Member]    
Short-Term Debt [Line Items]    
Gross Notes Payable and other Debt $ 273,310 275,778
Weighted average interest rate 3.26%  
Bank Loans [Member]    
Short-Term Debt [Line Items]    
Gross Notes Payable and other Debt $ 165,714 105,225
Weighted average interest rate 8.83%  
Series A, C and D Bonds [Member]    
Short-Term Debt [Line Items]    
Gross Notes Payable and other Debt $ 107,436 $ 75,788
Weighted average interest rate 6.63%  
v3.23.3
Schedule of Notes Payable and Other Debt Payables Maturity (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Debt Disclosure [Abstract]  
2023 (three-month period) $ 2,832
2024 28,035
2025 19,627
2026 98,992
2027 109,735
Thereafter 287,239
Total $ 546,460
v3.23.3
Notes Payable and Other Debt (Details Narrative)
₪ in Thousands, $ in Thousands
1 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Integer
Aug. 25, 2023
USD ($)
Dec. 31, 2022
USD ($)
Integer
Mar. 21, 2022
USD ($)
Jul. 31, 2023
ILS (₪)
Jun. 30, 2023
USD ($)
Jun. 30, 2023
ILS (₪)
Feb. 28, 2023
USD ($)
Feb. 28, 2023
ILS (₪)
Jul. 31, 2021
USD ($)
Jul. 31, 2021
ILS (₪)
Nov. 30, 2015
USD ($)
Nov. 30, 2015
ILS (₪)
Sep. 30, 2023
USD ($)
Integer
Sep. 30, 2022
USD ($)
May 31, 2017
USD ($)
Sep. 30, 2023
ILS (₪)
Integer
Jul. 31, 2023
USD ($)
Jul. 31, 2023
ILS (₪)
Feb. 28, 2023
ILS (₪)
Short-Term Debt [Line Items]                                        
Number of outstanding credit related instrument | Integer 42   40                     42     42      
Proceeds from private placement of additional Series C debentures $ 3,266   $ 1,376                     $ 3,266            
Minimum equity balance $ 8,357   7,786                     $ 8,357            
BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Credit facility of market fair value collateral                           Under the terms of the indenture for the Series C Bonds, the BVI Company can take out properties from the collateral (in case of HUD refinancing) or to add properties and increase the Series C Bonds as long as the ratio of outstanding amount of the Series C Bonds to fair market value of the collateral is not more than 65%. In addition, starting from July 1, 2023, if the fair market value of the collateral is below 55%, the BVI Company can request to release collateral so the fair market value will increase to 55%. As of September 30, 2023, the ratio of outstanding Series C Bonds to fair value of the collateral was 51.7%.            
Senior Debt [Member]                                        
Short-Term Debt [Line Items]                                        
Debt borrowing value at inception       $ 105,000                                
Payment terms, description       The facility provides for monthly payments of principal based on a 20-year amortization with a balloon payment due in March 2027.                                
Debt instrument margin rate       3.50%                                
Floor interest rate       4.00%                                
Debt instrument, interest rate 8.83%                         8.83%     8.83%      
Debt outstanding value $ 99,710   102,390                     $ 99,710            
Foreign currency transaction loss                             $ 10,100          
Covenant description                           20.0            
Senior Debt One [Member]                                        
Short-Term Debt [Line Items]                                        
Debt borrowing value at inception   $ 66,000                                    
Payment terms, description   The facility is an interest only facility for the first 12 months and provides for monthly payments of principal based on a 20-year amortization starting in the second year with a balloon payment due in August 2028.                                    
Debt instrument margin rate   3.50%                                    
Floor interest rate   4.00%                                    
Debt instrument, interest rate 8.83%                         8.83%     8.83%      
Debt outstanding value $ 66,000                         $ 66,000            
Mortgage Loans [Member]                                        
Short-Term Debt [Line Items]                                        
Mortgage loans $ 273,000   $ 276,000                     $ 273,000            
Mortgage interest premium rate 0.65%                         0.65%     0.65%      
Interest rate including mortgage insurance premium 3.91%   3.88%                     3.91%     3.91%      
Series A Bonds [Member]                                        
Short-Term Debt [Line Items]                                        
Debt instrument, interest rate 6.40%                         6.40%     6.40%      
Proceeds from issuance of bonds $ 9,300   $ 21,500                 $ 68,000 ₪ 265,200              
Proceeds from issuance of debt, Net of issuance costs                       $ 64,300 ₪ 251,200     $ 30,100        
Weighted interest rate, debt 7.40%                         7.40%     7.40%      
Series C Bonds [Member]                                        
Short-Term Debt [Line Items]                                        
Debt instrument, interest rate 5.70%                         5.70%     5.70%      
Proceeds from issuance initial public offering $ 57,700   $ 55,600         $ 11,300 ₪ 40,000 $ 64,700 ₪ 208,000                  
Proceeds from private placement of additional Series C debentures               $ 10,730   $ 1,700                   ₪ 38,100
Private placement issue price               95.25%                       95.25%
Series C Bonds [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Distribution maximum percentage ratio                           1.50%            
Fair market value of collateral                           75.00%            
Interest increasing in additional percentage                           0.50%            
Maximum issuance of debt 165,000                         $ 165,000     ₪ 630,000      
Series C Bonds [Member] | Minimum [Member] | Stockholders Equity [Member]                                        
Short-Term Debt [Line Items]                                        
Stockholders' equity percentage                           27.00%            
Series C Bonds [Member] | Minimum [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Minimum equity balance 230,000                         $ 230,000            
Stockholders' equity percentage                           25.00%            
Fair market value of collateral                           75.00%            
Distribution maximum percentage ratio                           0.25%            
Series C Bonds [Member] | Minimum [Member] | BVI Company [Member] | Stockholders Equity [Member]                                        
Short-Term Debt [Line Items]                                        
Minimum equity balance $ 250,000                         $ 250,000            
Series C Bonds [Member] | Maximum [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Distribution maximum percentage ratio                           80.00%            
Maximum interest rate increase                           1.25%            
Series C Bonds [Member] | Maximum [Member] | BVI Company [Member] | Stockholders Equity [Member]                                        
Short-Term Debt [Line Items]                                        
Stockholders' equity percentage                           30.00%            
Series C Bonds [Member] | First Four Principal Payments [Member]                                        
Short-Term Debt [Line Items]                                        
Percentage of total bond principal paid                           6.00%            
Series C Bonds [Member] | September 2023 [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Prepayment additional rate                           1.00%            
Series C Bonds [Member] | October One Twenty Twenty Two To September Thirty Tewnty Twenty Three [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Prepayment additional rate                           2.50%            
Series C Bonds [Member] | There after [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Prepayment additional rate                           3.00%            
Series D Bonds [Member]                                        
Short-Term Debt [Line Items]                                        
Debt instrument, interest rate 9.10%                         9.10%     9.10%      
Proceeds from issuance initial public offering $ 40,000       ₪ 70,000 $ 22,900 ₪ 82,900                          
Proceeds from private placement of additional Series C debentures           $ 600                       $ 19,200 ₪ 69,800  
Private placement issue price                                   99.70% 99.70%  
Series D Bonds [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Distribution maximum percentage ratio                           1.50%            
Interest increasing in additional percentage                           0.50%            
Maximum issuance of debt 118,000                         $ 118,000     ₪ 450,000      
Series D Bonds [Member] | Minimum [Member] | Stockholders Equity [Member]                                        
Short-Term Debt [Line Items]                                        
Stockholders' equity percentage                           27.00%            
Series D Bonds [Member] | Minimum [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Minimum equity balance 230,000                         $ 230,000            
Stockholders' equity percentage                           25.00%            
Distribution maximum percentage ratio                           0.25%            
Series D Bonds [Member] | Minimum [Member] | BVI Company [Member] | Stockholders Equity [Member]                                        
Short-Term Debt [Line Items]                                        
Minimum equity balance $ 250,000                         $ 250,000            
Stockholders' equity percentage                           30.00%            
Series D Bonds [Member] | Maximum [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Distribution maximum percentage ratio                           80.00%            
Maximum interest rate increase                           1.25%            
Series D Bonds [Member] | There after [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Prepayment additional rate                           3.00%            
Series D Bonds [Member] | First Two Principal Payments [Member]                                        
Short-Term Debt [Line Items]                                        
Percentage of total bond principal paid                           6.00%            
Series D Bonds [Member] | September 30, 2024 [Member] | BVI Company [Member]                                        
Short-Term Debt [Line Items]                                        
Prepayment additional rate                           1.00%            
v3.23.3
Commitments and Contingencies (Details Narrative) - Five Properties [Member] - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Jul. 31, 2022
Dec. 31, 2018
Property, Plant and Equipment [Line Items]    
Proceeds from loans   $ 7,740
Payments to acquire property plant and equipment   $ 3,100
Proceeds from sale of property and equipment $ 4,400  
v3.23.3
Equity Incentive Plan (Details Narrative) - 2021 Equity Incentive Plan [Member] - shares
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares authorized under plan 250,000  
Number of shares available for grant 225,100  
Number of shares granted 0 0
v3.23.3
Stockholders’ Equity and Distributions (Details Narrative) - shares
9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Tax description U.S. federal income tax law requires that a REIT distribute annually at least 90% of its net taxable income, excluding net capital gains, and that it pays tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income, including net capital gains. In addition, a REIT is required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions that it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.  
Common stock issued 6,429,514 6,365,856
Common stock outstanding 6,429,514 6,365,856
Operating Partnership Agreement [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
OP units outstanding 45,437,910  
508 Stockholders [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Number of shares outstanding, owned by certain affiliates of the Company 864,240  
Equity Incentive Plan [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Common stock issued 6,429,514  
Common stock outstanding 6,429,514  
Equity Incentive Plan [Member] | Operating Partnership Agreement [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Shares reserved for future issuance 45,437,910  
v3.23.3
Schedule of Related Party Transactions (Details) - USD ($)
9 Months Ended
Dec. 02, 2022
Sep. 30, 2023
Related Party Transaction [Line Items]    
Escalaton   22.30%
Escalaton   22.80%
AnnualEscalaton   2.00%
Lease Agreements [Member]    
Related Party Transaction [Line Items]    
Payments for Rent $ 9,500,000  
Lessee, Operating Lease, Option to Extend The tenants have three options to extend the lease. The first option is for 3 years, the two remaining options are for 5 years each.  
Rental properties $ 127,000,000 $ 127,000,000
The Waters of Princeton II, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1020 West Vine Street Realty, LLC
Payments for Rent   $ 1,045,506
Percentage of total rent   1.07%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Princeton II, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Princeton II, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Dillsboro - Ross Manor II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   12803 Lenover Street Realty LLC
Payments for Rent   $ 1,353,655
Percentage of total rent   1.39%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Dillsboro - Ross Manor II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Dillsboro - Ross Manor II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Scottsburg II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1350 North Todd Drive Realty, LLC
Payments for Rent   $ 1,089,527
Percentage of total rent   1.12%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Scottsburg II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Scottsburg II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Covington II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1600 East Liberty Street Realty LLC
Payments for Rent   $ 1,309,634
Percentage of total rent   1.35%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Covington II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Covington II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Greencastle II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1601 Hospital Drive Realty LLC
Payments for Rent   $ 1,100,532
Percentage of total rent   1.13%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Greencastle II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Greencastle II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Huntingburg II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1712 Leland Drive Realty, LLC
Payments for Rent   $ 1,045,506
Percentage of total rent   1.07%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Huntingburg II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Huntingburg II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Martinsville II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   2055 Heritage Drive Realty LLC
Payments for Rent   $ 1,133,548
Percentage of total rent   1.16%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Martinsville II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Martinsville II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Indianapolis II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   3895 South Keystone Avenue Realty LLC
Payments for Rent   $ 891,431
Percentage of total rent   0.92%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Indianapolis II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Indianapolis II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Rising Sun II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   405 Rio Vista Lane Realty LLC
Payments for Rent   $ 638,309
Percentage of total rent   0.66%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
The Waters of Rising Sun II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Rising Sun II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Clifty Falls II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   950 Cross Avenue Realty LLC
Payments for Rent   $ 1,518,735
Percentage of total rent   1.56%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
The Waters of Clifty Falls II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Clifty Falls II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Batesville II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   958 East Highway 46 Realty LLC
Payments for Rent   $ 946,458
Percentage of total rent   0.97%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Batesville II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Batesville II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of Muncie II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   2400 Chateau Drive Realty, LLC
Payments for Rent   $ 792,383
Percentage of total rent   0.81%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Muncie II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of Muncie II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
The Waters of New Castle II LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   The Big H2O LLC
Payments for Rent   $ 726,351
Percentage of total rent   0.75%
Lease maturity   8/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of New Castle II LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   49.24%
The Waters of New Castle II LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.25%
Lakebridge, a Waters Community, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   115 Woodlawn Drive, LLC
Payments for Rent   $ 1,514,820
Percentage of total rent   1.55%
Lease maturity   8/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Lakebridge, a Waters Community, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Lakebridge, a Waters Community, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Roan Highlands, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   146 Buck Creek Road, LLC
Payments for Rent   $ 1,111,794
Percentage of total rent   1.14%
Lease maturity   8/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Roan Highlands, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Roan Highlands, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Springfield, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   704 5th Avenue East, LLC
Payments for Rent   $ 917,230
Percentage of total rent   0.94%
Lease maturity   8/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Springfield, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Springfield, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Cheatham, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   2501 River Road, LLC
Payments for Rent   $ 1,111,794
Percentage of total rent   1.14%
Lease maturity   8/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Cheatham, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Cheatham, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Smyrna, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   202 Enon Springs Road East, LLC
Payments for Rent   $ 1,264,666
Percentage of total rent   1.30%
Lease maturity   8/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
The Waters of Smyrna, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Smyrna, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Johnson City, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   140 Technology Lane, LLC
Payments for Rent   $ 1,167,384
Percentage of total rent   1.20%
Lease maturity   8/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Johnson City, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Johnson City, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Shelbyville, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   835 Union Street, LLC
Payments for Rent   $ 1,334,153
Percentage of total rent   1.37%
Lease maturity   8/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Shelbyville, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Shelbyville, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Agape Rehabilitation & Nursing Center A Water's Community LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   505 North Roan, LLC
Payments for Rent   $ 1,628,910
Percentage of total rent   1.67%
Lease maturity   7/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Agape Rehabilitation & Nursing Center A Water's Community LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Agape Rehabilitation & Nursing Center A Water's Community LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of McKenzie, A Rehabilitation & Nursing Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   14510 Highway 79, LLC
Payments for Rent   $ 1,279,858
Percentage of total rent   1.31%
Lease maturity   7/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Waters of McKenzie, A Rehabilitation & Nursing Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of McKenzie, A Rehabilitation & Nursing Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of Memphis, A Rehabilitation & Nursing Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   6500 Kirby Gate Boulevard, LLC
Payments for Rent   $ 1,745,261
Percentage of total rent   1.79%
Lease maturity   7/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Waters of Memphis, A Rehabilitation & Nursing Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of Memphis, A Rehabilitation & Nursing Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of Sweetwater, A Rehabilitation & Nursing Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   978 Highway 11 South, LLC
Payments for Rent   $ 1,745,261
Percentage of total rent   1.79%
Lease maturity   7/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Waters of Sweetwater, A Rehabilitation & Nursing Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of Sweetwater, A Rehabilitation & Nursing Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of Bristol, A Rehabilitiation & Nursing Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   2830 Highway 394, LLC
Payments for Rent   $ 2,327,014
Percentage of total rent   2.38%
Lease maturity   7/1/2031
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Waters of Bristol, A Rehabilitiation & Nursing Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Waters of Bristol, A Rehabilitiation & Nursing Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Castleton SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   8400 Clearvista Place LLC
Payments for Rent   $ 804,694
Percentage of total rent   0.83%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Castleton SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Castleton SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Chesterfield SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   524 Anderson Road LLC
Payments for Rent   $ 423,523
Percentage of total rent   0.43%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Chesterfield SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Chesterfield SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Columbia City SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   640 West Ellsworth Street LLC
Payments for Rent   $ 592,933
Percentage of total rent   0.61%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Columbia City SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Columbia City SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Dunkirk SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   11563 West 300 South LLC
Payments for Rent   $ 324,701
Percentage of total rent   0.33%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Dunkirk SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Dunkirk SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Fort Wayne SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   5544 East State Boulevard LLC
Payments for Rent   $ 543,522
Percentage of total rent   0.56%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Fort Wayne SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Fort Wayne SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Hartford City SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   548 South 100 West LLC
Payments for Rent   $ 458,817
Percentage of total rent   0.47%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Hartford City SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Hartford City SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Hobart SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   2901 West 37th Avenue LLC
Payments for Rent   $ 776,459
Percentage of total rent   0.80%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Hobart SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Hobart SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Huntington SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1500 Grant Street LLC
Payments for Rent   $ 599,991
Percentage of total rent   0.62%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Huntington SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Huntington SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of LaGrange SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   787 North Detroit Street LLC
Payments for Rent   $ 705,872
Percentage of total rent   0.72%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of LaGrange SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of LaGrange SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Middletown SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   981 Beechwood Avenue LLC
Payments for Rent   $ 423,523
Percentage of total rent   0.43%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Middletown SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Middletown SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Peru SNF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   317 Blair Pike LLC
Payments for Rent   $ 917,634
Percentage of total rent   0.94%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Peru SNF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Peru SNF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Rockport SNF [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   815 West Washington Street LLC
Payments for Rent   $ 423,523
Percentage of total rent   0.43%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Rockport SNF [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Rockport SNF [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Rushville SNF [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   612 East 11th Street LLC
Payments for Rent   $ 691,755
Percentage of total rent   0.71%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Rushville SNF [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Rushville SNF [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Sullivan SNF [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   505 West Wolfe Street LLC
Payments for Rent   $ 656,461
Percentage of total rent   0.67%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Sullivan SNF [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Sullivan SNF [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Syracuse SNF [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   500 East Pickwick Drive LLC
Payments for Rent   $ 465,876
Percentage of total rent   0.48%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Syracuse SNF [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Syracuse SNF [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Tipton SNF [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   300 Fairgrounds Road LLC
Payments for Rent   $ 1,058,808
Percentage of total rent   1.09%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Tipton SNF [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Tipton SNF [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wabash SNF East [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1900 Alber Street LLC
Payments for Rent   $ 592,933
Percentage of total rent   0.61%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Wabash SNF East [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wabash SNF East [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wabash SNF West [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1720 Alber Street LLC
Payments for Rent   $ 310,584
Percentage of total rent   0.32%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Wabash SNF West [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wabash SNF West [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wakarusa SNF [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   300 North Washington Street LLC
Payments for Rent   $ 938,810
Percentage of total rent   0.96%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Wakarusa SNF [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wakarusa SNF [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Castleton ALF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   8400 Clearvista Place LLC
Payments for Rent   $ 381,171
Percentage of total rent   0.39%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Castleton ALF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Castleton ALF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of La Grange ALF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   787 North Detroit Street LLC
Payments for Rent   $ 119,998
Percentage of total rent   0.12%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of La Grange ALF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of La Grange ALF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Rushville ALF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   612 East 11th Street LLC
Payments for Rent   $ 204,703
Percentage of total rent   0.21%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Rushville ALF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Rushville ALF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Sullivan ALF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   505 West Wolfe Street LLC
Payments for Rent   $ 225,879
Percentage of total rent   0.23%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Sullivan ALF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Sullivan ALF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wakarusa ALF LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   300 North Washington Street LLC
Payments for Rent   $ 430,582
Percentage of total rent   0.44%
Lease maturity   2029
Lessee, Operating Lease, Option to Extend   One 3 years and two 5 years
Annual Escalation [3],[4]   Varies(3)(4)
The Waters of Wakarusa ALF LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Wakarusa ALF LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Parker Nursing & Rehabilitation Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   516 West Frech Street, LLC
Payments for Rent   $ 498,350
Percentage of total rent   0.51%
Lease maturity   3/31/2031
Lessee, Operating Lease, Option to Extend   None
Annual Escalation   Varies between $12,000 and $24,000 annually
Parker Nursing & Rehabilitation Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Parker Nursing & Rehabilitation Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Westpark, a Waters Community, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1316 North Tibbs Avenue Realty, LLC
Payments for Rent   $ 549,884
Percentage of total rent   0.56%
Lease maturity   6/1/2024
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Westpark, a Waters Community, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Westpark, a Waters Community, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Ambassador Nursing and Rehabilitation Center II, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Ambassador Nursing Realty, LLC
Payments for Rent   $ 1,005,313
Percentage of total rent   1.03%
Lease maturity   2/28/2026
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Ambassador Nursing and Rehabilitation Center II, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
Ambassador Nursing and Rehabilitation Center II, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
Momence Meadows Nursing & Rehabilitation Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Momence Meadows Realty, LLC
Payments for Rent   $ 1,038,000
Percentage of total rent   1.07%
Lease maturity   12/30/2025
Lessee, Operating Lease, Option to Extend   None
Annual Escalation   None
Momence Meadows Nursing & Rehabilitation Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Momence Meadows Nursing & Rehabilitation Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Forest View Rehabilitation and Nursing Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Forest View Nursing Realty, LLC
Payments for Rent   $ 1,215,483
Percentage of total rent   1.25%
Lease maturity   12/1/2024
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Forest View Rehabilitation and Nursing Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Forest View Rehabilitation and Nursing Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Lakeview Rehabilitation and Nursing Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Lincoln Park Holdings, LLC
Payments for Rent   $ 1,260,000
Percentage of total rent   1.29%
Lease maturity   5/31/2031
Lessee, Operating Lease, Option to Extend   None
Annual Escalation   None
Lakeview Rehabilitation and Nursing Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
Lakeview Rehabilitation and Nursing Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
Continental Nursing and Rehabilitation Center LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Continental Nursing Realty, LLC
Payments for Rent   $ 1,575,348
Percentage of total rent   1.62%
Lease maturity   3/1/2031
Lessee, Operating Lease, Option to Extend   None
Annual Escalation   None
Continental Nursing and Rehabilitation Center LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
Continental Nursing and Rehabilitation Center LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
City View Multicare Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Westshire Nursing Realty, LLC
Payments for Rent   $ 1,788,365
Percentage of total rent   1.84%
Lease maturity   9/1/2025
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
City View Multicare Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
City View Multicare Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Belhaven Nursing and Rehabilitation Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Belhaven Realty, LLC
Payments for Rent   $ 2,134,570
Percentage of total rent   2.19%
Lease maturity   2/28/2026
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Belhaven Nursing and Rehabilitation Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Belhaven Nursing and Rehabilitation Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
West Suburban Nursing & Rehabilitation Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   West Suburban Nursing Realty, LLC
Payments for Rent   $ 1,961,604
Percentage of total rent   2.01%
Lease maturity   11/1/2027
Lessee, Operating Lease, Option to Extend   None
Annual Escalation   None
West Suburban Nursing & Rehabilitation Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
West Suburban Nursing & Rehabilitation Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   40.00%
The Waters of Lebanon LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   1585 Perry Worth Road, LLC
Payments for Rent   $ 116,676
Percentage of total rent   0.12%
Lease maturity   6/1/2027
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
The Waters of Lebanon LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
The Waters of Lebanon LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Niles Nursing Rehabilitation Center LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Niles Nursing Realty LLC
Payments for Rent   $ 2,409,998
Percentage of total rent   2.48%
Lease maturity   2/28/2026
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Niles Nursing Rehabilitation Center LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Niles Nursing Rehabilitation Center LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Parkshore Estates Nursing and Rehabilitation Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Parkshore Estates Nursing Realty, LLC
Payments for Rent   $ 2,454,187
Percentage of total rent   2.52%
Lease maturity   12/1/2024
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Parkshore Estates Nursing and Rehabilitation Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Parkshore Estates Nursing and Rehabilitation Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Midway Neurological and Rehabilitation Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Midway Neurological and Rehabilitation Realty, LLC
Payments for Rent   $ 2,547,712
Percentage of total rent   2.62%
Lease maturity   2/28/2026
Lessee, Operating Lease, Option to Extend   2 five year
Annual Escalation   3.00%
Midway Neurological and Rehabilitation Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Midway Neurological and Rehabilitation Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Oak Lawn Respiratory and Rehab Center, LLC [Member]    
Related Party Transaction [Line Items]    
Parent Entity Legal Name   Oak Lawn Nursing Realty, LLC
Payments for Rent   $ 637,092
Percentage of total rent   0.65%
Lease maturity   6/1/2031
Lessee, Operating Lease, Option to Extend   None
Annual Escalation   None
Oak Lawn Respiratory and Rehab Center, LLC [Member] | Moishe Gubin and Gubin EnterprisesLP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
Oak Lawn Respiratory and Rehab Center, LLC [Member] | Michael Blisko and Blisko Enterprises LP [Member]    
Related Party Transaction [Line Items]    
Related party ownership percentage [1],[2]   50.00%
[1] Each of the tenants is a limited liability company. The percentages listed reflect the owners’ percentage ownership of the outstanding membership interests in each tenant.
[2] The interests of the two listed related parties are not held through any commonly owned holding companies. Mr. Gubin’s interests are held directly/indirectly by Gubin Enterprises LP. Mr. Blisko’s interests are held by Blisko Enterprises LP and New York Boys Management, LLC.
[3] For the initial two years of the lease there is no escalation, commencing with year three the escalation will be 22.3%, year four the escalation will be 22.8% and for years 5 through maturity the annual escalation will be 2%.
[4] The tenants have an option to buy the properties after 6 years for $127 million.
v3.23.3
Schedule of Balances with Related Parties (Details) - Related Party [Member] - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]    
Straight-line rent receivable $ 14,617 $ 11,591
Tenant portion of replacement reserve 9,265 10,227
Notes receivable $ 7,263 $ 7,816
v3.23.3
Schedule of Payments From and to Related Parties (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Related Party Transactions [Abstract]        
Rental income received from related parties $ 14,330 $ 13,099 $ 40,616 $ 40,328
v3.23.3
Related Party Transactions and Economic Dependence (Details Narrative) - USD ($)
$ in Millions
Jun. 14, 2022
Sep. 30, 2023
Dec. 31, 2022
Optimum Bank [Member] | Mr. Gubin [Member]      
Related Party Transaction [Line Items]      
Related party deposits   $ 1.1 $ 4.7
Infinity Healthcare Management [Member]      
Related Party Transaction [Line Items]      
Financing receivable, after allowance for credit loss $ 8.0    
Bearing interest 7.00%    
Option terms The principal amount of the note becomes payable 120 days after the date on which tenants are first able to exercise the purchase option for the properties contained in their lease. The purchase option becomes exercisable upon the Company’s ability to deliver fee simple title to the properties. The Company does not have the ability to deliver title on September 30, 2023, due to underlying litigation. If the tenants do not exercise the option within this period, then the outstanding balance of the note will thereafter be payable in thirty-six (36) equal monthly installments of principal and interest    
v3.23.3
Schedule of Fair Value on the Consolidated Balance Sheets (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Senior debt and bonds, carrying value $ 543,194 $ 455,415
Senior debt and bonds, fair value 494,877 454,523
Notes receivable, carrying amount 24,907 19,419
Notes receivable, fair value $ 23,223 $ 18,479
v3.23.3
Subsequent Events (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
Nov. 08, 2023
Nov. 09, 2023
Oct. 30, 2023
Sep. 30, 2023
Subsequent Event [Line Items]        
AnnualEscalaton       2.00%
Subsequent Event [Member]        
Subsequent Event [Line Items]        
AnnualEscalaton     2.50%  
Prepayment of debt $ 900      
Dividends per share   $ 0.12    
v3.23.3
Schedule of Financing Income (Expenses), Net (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Other Income and Expenses [Abstract]        
Interest expenses with respect to bonds $ (1,803) $ (2,249) $ (4,460) $ (5,914)
Interest expenses on loans from banks and others (6,161) (4,975) (14,046) (10,349)
Interest expenses with respect to leases (17) (19) (54) (60)
Other financing expenses (including related parties), net (150) (38) (247) (97)
Total financing expenses (8,131) (7,281) (18,807) (16,420)
Financing income 266 418 824 518
Interest Expense, Net $ (7,865) $ (6,863) $ (17,983) $ (15,902)

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