Chiron Real Estate Inc 8-K, filed Jun 3, 2024
Chiron Real Estate Inc. (XRN)
About this 8-K
Chiron Real Estate Inc filed this 8-K on June 3, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): June 3, 2024 (
(Exact name of registrant as specified in its charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
(Address of Principal Executive Offices)
(Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbols: | Name of each exchange on which registered: | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
| Item 7.01 | Regulation FD Disclosure. |
On June 3, 2024, Global Medical REIT Inc. (the “Company”) updated a presentation concerning the Company on its website, www.globalmedicalreit.com, on the “Investors” page. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure. Such investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Investor Presentation dated June 3, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Global Medical REIT Inc. | ||
| By: | /s/ Jamie A. Barber | |
| Jamie A. Barber | ||
| Secretary and General Counsel | ||
| Date: June 3, 2024 | ||
Exhibit 99.1
NIMBLE. TENACIOUS. DISCIPLINED. Investor Presentation June 2024
Our primary mission is to attain earnings growth and dividend stability by maximizing the investment spread in our healthcare real estate assets. Our strategies to achieve this mission are as follows: • Asset Type - primarily invest in off - campus, out - patient medical facilities, and post - acute, in - patient medical facilities; • Asset Yield - acquire properties with acquisition capitalization rates of between 7.5% to 8.0%; • Tenants – acquire properties that are tenanted by profitable national or regional healthcare systems or physician groups; and • Management – utilize our experienced management team to operate our company and portfolio to maximize returns to investors. 2 MISSION STATEMENT AND STRATEGY
3 A STRATEGY THAT DELIVERS VALUE $1.4B Investments in Real Estate Gross $0.6B Market Cap* 7.9% Weighted Average Cap Rate 9.0% Dividend Yield* *Based on closing price of the Company’s common stock of $9.29 on May 31, 2024. All other data as of March 31, 2024. Atrium Health – Winston - Salem, NC
HIGH PERFORMING REAL ESTATE AT THE FOREFRONT OF HEALTHCARE 4 4.8X RENT COVERAGE 2.2% WEIGHTED AVERAGE RENT ESCALATIONS 5.8 WEIGHTED AVERAGE LEASE TERM 185 BUILDINGS 268 TENANTS 96.4% OCCUPANCY 4.8M Net Leasable Area (SF) (as of March 31, 2024) *Occupancy and asset type percentages are based on annualized base rent as of March 31, 2024. All other data as of March 31, 202 4. See slide 17 for disclosures regarding the Company’s rent coverage calculation. MOB 68% IRF 19%
5 INVESTING IN THE FUTURE OF HEALTHCARE Encompass – Mesa, AZ Southlake Heart & Vascular Institute – Clermont, FL Mission Health – Livonia, MI Legent Hospital for Special Surgery – Plano, TX
A DISTINCT APPROACH 6 • Longer - term leases • Annual rent escalations • Bedroom communities • Secondary markets with favorable demand drivers • Positioned to benefit from decentralization trends • Uncover high retention/patient - centric acquisition opportunities • Sustainable cash flows • Attractive lease coverage ratios • Healthcare systems and physician groups with a strong regional footprint • Essential or mission - critical services • Off - campus, purpose - built DISCIPLINED MARKET SELECTION STRINGENT UNDERWRITING AND DUE DILIGENCE RIGOROUS TENANT AND FACILITY IDENTIFICATION RESILIENT FINANCIAL STRUCTURE
INVESTING IN THE FUTURE OF HEALTHCARE 7 90 % of Americans age 50 and older want to age in place. 1 65 % of seniors between the ages of 60 and 70 find it “very easy” to live independently. 2 As American’s choose to age in place, demand for conveniently located healthcare will continue to increase. 1) Source: WebMD 2) Source: aginginplace.org
8 “We don’t look at investing in real estate as a single activity to be completed but as the first step in building an enduring relationship.” Danica Holley Chief Operating Officer NOMS – Sandusky, OH
9 DOMINANT LOCAL PHYSICIAN GROUPS FOR - PROFIT SYSTEMS AFFILIATIONS AND SURGICAL OPERATOR PARTNERSHIPS STRONG, DIVERSE HEALTHCARE TENANT BASE NOT - FOR - PROFIT HEALTH SYSTEMS AFFILIATIONS
“With an attentive, flexible and creative approach, Global Medical REIT worked with us to structure a transaction that met our goals and helped propel our growth. GMRE has been a helpful partner and resource since our closing.” David Harano former CEO, Gastro One 10
“We have ample liquidity and are focused on maintaining stable leverage, which will support our accretive growth strategy.” Robert Kiernan Chief Financial Officer and Treasurer 11 Legent Hospital for Special Surgery – Plano, TX
PREDOMINATELY FIXED - RATE DEBT PROFILE AND ACCESS TO MULTIPLE CAPITAL SOURCES 12 Liquidity Profile* Capital Source Availability Unutilized Revolver Capacity $280 million Fixed - to - Floating Rate Debt Fixed - Rate: 84% Floating – Rate: 16% Revolver Principal: $98.6 million Rate at 3/31/24 6.87% Principal: $525.7 million Rate: 3.31% * As of May 31, 2024. Debt Statistics As of March 31, 2024 Total Gross Debt: $624 million Fixed Rate Debt - to - Total Debt: 84% Weighted Average Interest Rate: 3.85% Weighted Average Maturity: 2.7 years
INSTITUTIONAL KNOWLEDGE, HANDS - ON APPROACH Jeffrey Busch — Chairman, Chief Executive Officer and President 20+ years of experience in healthcare, real estate development, management and investment Robert Kiernan — Chief Financial Officer and Treasurer 30+ years of experience in financial accounting, reporting and management, with extensive experience in SEC reporting and SOX compliance Alfonzo Leon — Chief Investment Officer 20+ years of experience in real estate finance and has completed $3 billion of transactions Danica Holley — Chief Operating Officer 20+ years of management and business development experience Jamie Barber — General Counsel and Corporate Secretary 15+ years of experience with SEC compliance and reporting matters, corporate governance, investment banking and REIT - related capital markets 13
HIGHLY SKILLED AND DIVERSE BOARD 14 Jeffrey Busch — Chairman, Chief Executive Officer and President 20+ years of experience in healthcare, real estate development, management and investment. Matthew Cypher, PH.D — ESG Committee Chair, Nominating and Governance Committee Member Professor at Georgetown University’s Steers Center for Global Real Estate and previously was a director at Invesco Real Estate. Henry Cole — Lead Independent Director, Compensation Committee Chair, Audit Committee Member 40+ years of successful executive management and implementation of health and medical programs involving innovations in technology, market development and service delivery. Paula Crowley — Audit Committee Member, Compensation Committee Member, ESG Committee Member 40+ years of real estate experience including co - founding Anchor Health Properties in 1987, now Brinkman Management and Development. Ronald Marston — Nominating and Governance Committee Chair, Compensation Committee Member 40+ years of experience in healthcare and is known as an international authority on healthcare systems and trends. Lori Wittman — Audit Committee Chair, Nominating and Governance Committee Member, ESG Committee Member Decades of experience in senior finance and capital market positions at leading REITs and healthcare real estate development companies. Zhang Huiqi — Director Serves as non - Executive Director of Xingye Wulian Service Group Co. Ltd, and the supervisor for Henan Hongguang Real Estate Limited and Henan Zensun Corporate Development Group Company Limited.
• Working with tenants to improve energy consumption, carbon emissions and efficiency • Board of Directors formed an ESG Committee for oversight of corporate sustainability issues • Continue to improve Company’s GRESB score • Completed an Employee Engagement Survey to capture information on employee engagement, demographic data, and work satisfaction • Board of Directors – 71% independent and 43% women • Member of National Association of Corporate Directors COMMITTED TO CORPORATE RESPONSIBILITY 15
FORWARD LOOKING STATEMENT Certain statements contained herein may be considered “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is the Company’s intent that any such statements be protected by the safe harbor create d thereby. These forward - looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "cou ld," "estimate," "expect," "intend," "may," "should," "plan," "predict," "project," "will," "continue" and other similar terms and ph rases, including references to assumptions and forecasts of future results. Except for historical information, the statements set fo rth herein including, but not limited to, any statements regarding our earnings, our liquidity, our tenants’ ability to pay rent to us, exp ected financial performance (including future cash flows associated with new tenants or the expansion of current properties), futur e dividends or other financial items; any other statements concerning our plans, strategies, objectives and expectations for fu tur e operations and future portfolio occupancy rates, our pipeline of acquisition opportunities and expected acquisition activity, in cluding the timing and/or successful completion of any acquisitions and expected rent receipts on these properties, our expected disp osi tion activity, including the timing and/or successful completion of any dispositions and the expected use of proceeds therefrom, a nd any statements regarding future economic conditions or performance are forward - looking statements. These forward - looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties. Although th e Company believes that the expectations, estimates and assumptions reflected in its forward - looking statements are reasonable, actual results could differ materially from those projected or assumed in any of the Company’s forward - looking statements. Additional information concerning us and our business, including additional factors that could materially and adversely affec t o ur financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in our Annual Report o n Form 10 - K, our Quarterly Reports on Form 10 - Q, and in our other filings with the SEC. You are cautioned not to place undue reliance on forward - looking statements. The Company does not intend, and undertakes no obligation, to update any forward - looking statement. This presentation includes information regarding certain of our tenants, which are not subject to SEC reporting requirements. Th e information related to our tenants contained in this report was provided to us by such tenants or was derived from publicly a vai lable information. We have not independently investigated or verified this information. We have no reason to believe that this info rma tion is inaccurate in any material respect, but we cannot provide any assurance of its accuracy. We are providing this data for informational purposes only. 16
DISCLOSURES Rent Coverage Ratio and Other Matters For purposes of calculating our portfolio weighted - average EBITDARM coverage ratio (“Rent Coverage Ratio”), we excluded credit - rated tenants or their subsidiaries for which financial statements were either not available or not sufficiently detailed. Th ese ratios are based on latest available information only. Most tenant financial statements are unaudited and we have not independently verified any tenant financial information (audited or unaudited) and, therefore, we cannot assure you that such information i s accurate or complete. Certain other tenants (approximately 21% of our portfolio) are excluded from the calculation due to ( i ) lack of available financial information or (ii) small tenant size. Additionally, included within 21% of non - reporting tenants is Pipelin e Healthcare, LLC, which was sold to Heights Healthcare in October 2023 and is being operated under new management. Additionall y, our Rent Coverage Ratio adds back physician distributions and compensation. Management believes all adjustments are reasonabl e and necessary. Additional Information The information in this document should be read in conjunction with the Company’s Annual Report on Form 10 - K, Quarterly Reports on Form 10 - Q, Current Reports on Form 8 - K, and other information filed with, or furnished to, the SEC. You can access the Compan y’s reports and amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act in the “Investor Relations” section on the Company’s website (www.globalmedicalreit.com) under “SEC Filings” as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information on or connected to the Company’s website is not , and shall not be deemed to be, a part of, or incorporated into, this Earnings Supplemental. You also can review these SEC filings an d other information by accessing the SEC’s website at http://www.sec.gov. Certain information contained in this package, including, but not limited to, information contained in our Top 10 tenant prof ile s is derived from publicly - available third - party sources. The Company has not independently verified this information and there can b e no assurance that such information is accurate or complete. 17