Chiron Real Estate - Q4 2025

Transcript

Operator (participant)

Greetings, Welcome to the Chiron Real Estate's Q4 2025 Earnings Call. At this time, all participants are on a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance, please press star zero on your telephone keypad. It is now my pleasure to introduce your host, Jamie Barber. Thank you. You may begin.

Jamie Barber (General Counsel)

Good morning, everyone, welcome to Chiron Real Estate's Q4 2025 earnings conference call. My name is Jamie Barber, I'm Chiron's General Counsel. On the call today are Mark Decker, Jr., Chief Executive Officer, Bob Kiernan, Chief Financial Officer, Alonso Leon, Chief Investment Officer, and Danica Holley, Chief Operating Officer. Statements or comments made on this conference call may be forward-looking statements. Forward-looking statements may include, but are not necessarily limited to, financial projections or other statements of the company's plans, objectives, expectations, or intentions. These matters involve certain risks and uncertainties. The company's actual results may differ significantly from those projected or suggested from any forward-looking statements due to a variety of factors, which are discussed in detail in our SEC filings. On this call, the company may refer to certain non-GAAP financial measures.

You can find a tabular reconciliation of these non-GAAP financial measures to the most current comparable GAAP numbers in the company's earnings release and in filings with the SEC. Additionally, information may be found on the investor relations page of the company's website at www.chironre.com. I would now like to turn the call over to Mark.

Mark Decker (CEO)

Thank you, Jamie. Good morning, everyone. I'm thrilled to welcome each of you to Chiron's inaugural earnings call. This quarter was a busy one, with meaningful achievements across all verticals. Bob will discuss our Q4 performance in a moment. Before that, I'd like to use my time to summarize what we intend to achieve as an engaged and reinvigorated organization. Yesterday, we published a full investor presentation outlining how the Chiron team is building for the future. I'll walk us through a subset of those slides this morning. Encourage you to take a moment to review the full deck. We trust that you'll find it to be direct, transparent, and thoughtful. We'll start with a quick mythology note. In Greek lore, our namesake, the venerable centaur, Chiron, is the father of medicine and the architect of medical education.

We like the imagery and believe his legend aligns well with our new mission statement of delivering value at the intersection of care, capital, and real estate. Our team is well-positioned to execute on this mission with strong leadership across operations, finance, and investments. We have a deep bench of talent beyond the familiar names, and I believe that we can punch above our weight. Before looking at where we're going as Chiron, it's important to acknowledge what we've done as GMRE. From the date of our IPO, GMRE has meaningfully exceeded the total return profile of our closest MOB peers. That's a good thing, and we intend to keep outperforming. What's not good is that medical office has been in a bear market for years.

This bear market has had more to do with interest rates than asset performance. We need to be prepared for a world where 4% 10-year Treasuries is the new normal and 2%-3% rent growth may be sub-inflationary. We've rewritten our playbook to prioritize earnings growth on top of our stable, existing portfolio. We've already made an incredible amount of progress. This progress includes establishing a long-term strategy to guide our decision-making and hold ourselves accountable, as well as a comprehensive review of our existing portfolio. Our findings have informed our decision to reimagine the way we approach asset management, leading to the appointment of Alex Wilburn as Portfolio Manager. Alex is one of our longest-tenured team members, most recently serving as a senior investments professional.

We're excited for him to apply his capital allocation and market-oriented mind to the portfolio management function and know that he will thrive in his new role. We also took time to think about how our existing portfolio stacks up against the field, drawing a few conclusions. First, it's important to acknowledge the overall return profile of medical office. Rent growth is incredibly consistent but modest, due to our fixed-rate escalators and long average lease term. This growth is partially offset by the capital and leasing costs. We found that our performance is in line with the sector generally.

One key difference is entry price. We believe that if you're going to face limited growth, it's important to realize more yield going in. Second, we believe that the benefit of the healthcare sector is that you can find great investment opportunities outside of primary markets. When comparing the demographic profile of our assets to that of the United States at large, we found that we're biased towards higher prosperity markets. Third, the vast majority of our portfolio is owed fee simple, meaning that it's not encumbered by a ground lease. This is critical, as outpatient medical owners often operate in an environment where their building tenant is their land lessor.

This has the predictable effect of reducing your opportunity when negotiating renewals. When the ground owner is your healthcare system, they often have the ability to dictate leasing outcomes. Finally, rising construction costs and undeniable demographic shifts have given us an outstanding opportunity to push rents in the years to come. We think that an improved emphasis on driving portfolio performance, including a more proactive approach to pruning underperforming assets, will put us in a great position to capitalize on this opportunity. Bob and his team have also been working hard in the capital markets to position our balance sheet for offense.

I'm proud to share that we now have no debt maturing before 2028, a big change from where we were 6 months ago, and our current maturity schedule is well-laddered and manageable. Looking toward the road ahead, it's our ambition to build an organization that can routinely deliver earnings growth in the upper quartile of the equity REIT universe. Doing that has historically meant growing cash flow by 6% per year.... This will be a process requiring active management of the existing portfolio and investing more broadly across the healthcare sector. We've put a lot of thought towards how we're going to approach each of these considerations. Importantly, we are still firm believers in the economic and demographic tailwinds benefiting our existing portfolio.

That said, we also believe that these same tailwinds benefit other subsets of healthcare real estate, namely active adult and seniors housing. Our entire team has spent considerable time thinking through whether we should pursue investments in the senior space, concluding that the answer is an enthusiastic yes. The silver tsunami is just building, with the first baby boomers now just entering their eighties. More broadly, the population of Americans aged 70 or older will expand for decades to come. Existing supply is severely constrained, and project deliveries are expected to be far short of what is needed to satisfy demand. Once we knew that we wanted to explore seniors, the next question was how. We believe there's an opportunity to assemble a differentiated portfolio of premium, newly built, active adult, and SHOP investments in the public markets.

There's a lot that went into that decision, but I'll highlight a few components. The lack of new supply through COVID and the GFC have led to an average age of 24 years for existing senior housing assets. These facilities were designed for a different generation of residents, and we think that newer assets with great operators will have a competitive advantage. This is especially true in the active adult segment, where high-end amenities and programming are the defining component of the resident experience. Second, the cohort of highest income seniors is sizable and growing, providing us with the comfort that demand for premium facilities will prove resilient.

Finally, our lack of incumbency and small size converts an advantage. We can focus solely on the products we want, and relatively small transactions move the needle, enabling the potential for stronger growth. It's the early days of the silver tsunami, and there's lots of room on that wave. Our team has a sound understanding of the space and believe our boutique approach to partnership with operators and developers gives us a broad opportunity as we enter these verticals.

Many existing owners, operators, and developers of senior housing facilities are middle market in nature, so that decision of who to partner with on their business is a monumental one, and there are many considerations beyond who's willing to pay the most. This obvious value proposition has allowed us to build an attractive pipeline, each with strong return profile and opportunity to build a larger relationship. For now, we'll be thoughtful in limiting investments to those that we can fund through capital recycling, but we're ready for more when that changes.

Our announced active adult investment in Minneapolis is a great example of the opportunity available to Chiron. We've taken a 49% interest in the development of a new community with an expected delivery of 2027 and a stabilized double-digit unlevered IRR. This investment was sourced off market through a relationship with an experienced luxury housing developer that we've transacted with in the past and known for a decade. We believe this relationship provides us with future pipeline of great communities. As mentioned earlier, we're being thoughtful about how we fund these acquisitions, given our current cost of capital. During the quarter, we sold an early vintage medical office for a sales price of $10 million, sparing our team the outsized execution risk and capital required to stabilize a poorly positioned building.

We used these proceeds to repurchase stock in a leverage-neutral fashion, which we view to be a sound capital allocation decision. We'll be very conscious of debt levels as we execute our pipeline and have already identified approximately $250 million of prospective dispositions. These dispositions are likely to focus on assets that we believe will demonstrate the overall quality of our book, including a portfolio of IRF assets and the Beaumont Surgical Hospital. We've begun marketing efforts on each and believe that we will realize proceeds meaningfully above our basis, demonstrating our ability to make sound investments. Thank you for allowing me to take you through that. Bob, would you please walk us through some of our quarterly highlights?

Bob Kiernan (CFO)

Thanks, Mark. Our Nareit defined FFO per share and unit was $0.97 for the quarter. Core FFO, which we previously referred to as AFFO, was $1.16 per share and unit. Net debt, net debt to adjusted EBITDA rate was 6.2 times for the quarter, a reduction of 0.7 times from the prior period, which was driven by our recent preferred equity issuance. Same-store cash NOI, which includes all assets owned by Chiron for at least 15 months, increased 5.4% on a year-over-year basis. Sequential performance was also strong at 2.9%. I'm pleased to share that Chiron will be transitioning to a monthly dividend, with no change to the annual $3 per share rate.

We believe that the dividend will provide our shareholders with a more frequent income stream, while also reducing frictional costs for the company. I'm also pleased to share our initial 2026 Core FFO guidance range of $4.30-$4.45 per share and unit. This range includes $0.36 of anticipated headwinds due to the results of our balance sheet fortification efforts throughout the back half of last year. Notably, this guidance does not reflect any speculative acquisition or disposition activity. Mark, would you like to provide some closing thoughts?

Mark Decker (CEO)

If you're just joining the call, you need to know that it's been a busy quarter, and we've accomplished a lot, and we're well positioned in the care delivery universe and broadening our aperture to add growth from senior housing to our quality cash flows. The care universe has undeniable tailwinds that make a nimble player like Chiron well positioned to grow quickly through internal and external cash flows, and we're excited for our future and believe strongly in what we're doing. We wouldn't ask you to endorse a strategy that we ourselves are unwilling to invest in. With that, we look forward to seeing some of you at Citi next week. Operator, we're ready to take questions.

Operator (participant)

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. One moment please, while we pull for a question. Our first question comes from the line of Juan Sanabria with BMO Capital Markets. Please proceed with your question.

Juan Sanabria (Managing Director and Senior Equity Analyst)

Hi, good morning. Thanks for the time. Congratulations on laying out the new strategy and thesis. I guess the big question in my mind is just, you know, there's obviously a lot of enthusiasm around seniors housing, and why do you think Chiron is positioned to execute over and above what some of your peers are doing? The focus in seniors, is that more assisted, independent living? How do you plan to pick the operators, the market focus? If you could just give us a little sense of kind of what we should expect going forward in seniors and why Chiron is the platform to out execute some of your peers.

Mark Decker (CEO)

Sure. Good morning, Juan. Thanks. Listen, it's a, it's a big universe out there. Operators have lots of options. I think the way that we'll have to compete is by delivering value, as we've articulated, sort of as the main mission. I mean, you know, there's lots of considerations that go into who the real estate partner is going to be. You know, I think if I'm on the other side of the table, choice is good. So we're one more choice. We'll have to win the business, just like anyone else, on the merits of our value proposition. Why do we think we can? I mean, you know, we talk about this a lot, around the water cooler.

I mean, there's a version of the universe where we're like the smallest, most irrelevant company in the space. Then there's the real world where we have, you know, an unsecured balance sheet and $100 million of EBITDA and a great team with good gray matter. If I was describing that company to just a normal person, they'd say, "Oh, it sounds like a pretty good business." It is a good business. It's possible the public market will appreciate that, and we can use that tool to our advantage or, you know, or not. Either way, we're gonna build a great business.

Juan Sanabria (Managing Director and Senior Equity Analyst)

The focus on seniors would be on what kind of product type? Kind of putting active adults to one side, independent, assisted, communities, markets, et cetera. What's the focus, I guess, day one?

Mark Decker (CEO)

I mean, we're really focusing on the operator and the real estate, and we're really looking at independent and assisted. Some memory care. We stay away from skilled.

Juan Sanabria (Managing Director and Senior Equity Analyst)

Okay. Then on the disposition side, the $250 million of assets that you're potentially looking to capital recycle, just, you can kind of put some yield targets for the investments. How should we think about the yield associated with those potential sales? If you could talk maybe about the timing of the selling versus buying and, how we should think about kind of the cadence of recycling that capital.

Mark Decker (CEO)

Yeah. Well, we can't force anything, so, you know, everything takes two good willing parties. We have launched a JV. We like the inpatient rehab, the health facility space. We'd like to express that like of that space by hoping to find a capital partner with us. We have a good track record and a decent sized portfolio in that niche, and we think we can do some interesting things and grow that. We'd like to do it with a capital partner. We're out in the market looking for a joint venture. It's possible someone comes and says, "We've got to have this at a price that makes it a full sale," but that's not our objective. I would imagine that happens in the Q2 or Q3.

On the MOB sale, we are working with a buyer there, I would expect we'd announce an LOI on that in the next, I don't know, 60 days, and probably have that off the books by the Q3. That asset has been a real strong contributor to our same store, we kind of hate to see it go, I mean, we just signed a 15-year lease with a A-rated credit, and it's a really good recycling candidate for that reason.

Juan Sanabria (Managing Director and Senior Equity Analyst)

Just the last question for me. On the White Rock bankruptcy, I guess, have they paid Q1 rents, or how should we think about the impact to financials at this point in time?

Mark Decker (CEO)

They have paid. They are currently current on what they've been paying us. I mean, this is a situation where we have a great basis in that property. It's a 14 acre property, just east of Dallas, you know, kind of looking at the city and on a reservoir lake. We're in it for about $105. The operator there purchased that out of a bankruptcy in 2023 and took some pretty tough terms from their counterparty. The bankruptcy is really about trying to free up some of their financial capacity by eliminating some of the seller financing that they took. We believe that they have a good chance to do that. We're supportive. We went down and met with them in December.

We, you know, this was on their menu of options, and we're working very hard to be a good collaborative partner. We would like to see them win, and if they can't win, then we'll make sure that we have a good alternative prepared. Yeah, it's a, it's an evolving situation. We're in close contact with them and monitoring it and doing everything we can to help them be successful.

Juan Sanabria (Managing Director and Senior Equity Analyst)

Thank you.

Mark Decker (CEO)

Thanks, Juan.

Operator (participant)

Thank you. Our next question comes from the line of Austin Wurschmidt with KeyBanc Capital Markets. Please proceed with your question.

Austin Wurschmidt (Managing Director and Senior Equity Analyst)

Thanks. Good morning, everyone. Mark, I was just hoping you could start by discussing, you know, when this strategy shift, discussions with the executive team and the board really started to come about?

Mark Decker (CEO)

Sure. We really started in August, using a consultant that I've used in the past called RCLCO. We put together kind of the top 10 folks at the company and our board, and we did a bit of a 360 evaluation, where we had people who don't work here tell us what they thought about the business, and we all considered it. We had really a multi-month process where we kind of beat up lots of different ideas and ultimately laid out a strategy for the board in December, which they're supportive of and helped collaborate in. We've really been at it since August and, you know, feel great about where we are relative to our plan in that timeline.

Austin Wurschmidt (Managing Director and Senior Equity Analyst)

Helpful. You know, Bob had highlighted there's no, you know, real capital recycling that's assumed in guidance, but I guess, how are you just thinking through the near-term earnings impact from executing the strategy of selling, you know, some of these legacy OM assets and then recycling into that development, which, you know, obviously tends to have some downtime from an earnings perspective, as well as just, you know, being able to compete, you know, on the senior side and redeploy that capital at, you know, kind of minimizing that spread, versus the sales?

Mark Decker (CEO)

Yeah, I mean, I think the truth is we'd like to get through that period as soon as possible, and we'd like the market to see, you know, what we can cook up. I mean, hopefully, we can get through that sort of valley as fast as we possibly can. Again, you know, we don't get to dictate all the timing. In terms of earnings impact, I mean, as you can imagine, as we're trying to delever the business and we're selling assets, there definitely could be, there should be, there will be dilution there. We're really thinking about it like it's our own money and imagining what the best business looks like.

Frankly, the returns that are available in the housing space are superior to those in outpatient medical. We're not by any means abandoning outpatient medical, but, you know, deals are gonna compete on return.

Austin Wurschmidt (Managing Director and Senior Equity Analyst)

Just, you know, one more for me. You know, there's some efficiency and other savings that's outlined, you know, in the 2026 guidance. Can you discuss what that includes? Then also, you know, as you build out the senior side, I mean, how are you thinking about the asset management side of that business, given, you know, as you move along the higher acuity, you know, spectrum, the operating intensiveness of that business obviously picks up? Just curious, some of the puts and takes from an overhead perspective. Thank you.

Mark Decker (CEO)

Bob, do you want to-

Bob Kiernan (CFO)

Yeah. I'll start out relative to the to the outlook and the efficiencies in the 2026 guidance. And the efficiencies are largely items that won't recur in 2026 as much as any 2025 items that won't recur in 2026. As Mark mentioned, the time we spent, you know, working through the strategy and some of the other one-off type items like that were in our 2025 numbers that won't repeat in 2026, is the primary driver.

Mark Decker (CEO)

To get to your question on sort of building out seniors, I mean, some of that'll be a function of how fast we're able to make investments, and it, you know, it could go slower than we want, and we wanna be mindful of how we're staffed. As you know, the road's sort of littered with smart real estate people who didn't appreciate the operating intensity, and leverage embedded in running a senior housing operating property. We have a lot of respect for that. I mean, it's really about picking great partners that we have confidence in and can learn from. And, you know, look, we don't have all the answers, and we'll learn, and we'll make some mistakes.

I think we'll make more good decisions than bad ones, but, you know, it'll be a new business line for us. We have a healthy respect for what that means, and we'll be very focused on mitigating our risk there, really through choosing partners that we vet extensively.

Austin Wurschmidt (Managing Director and Senior Equity Analyst)

Thanks for the time. Thank you.

Mark Decker (CEO)

Thank you.

Operator (participant)

Thank you. Our next question comes from the line of Wes Golladay with Baird. Please proceed with your question.

Wes Golladay (Senior Equity Analyst)

Hey, yeah, good morning, everyone. I just want to build off of Austin's last question. Maybe on the investment team, is that team for the senior side all built out now or mostly built out?

Mark Decker (CEO)

No. Uh-uh. I mean, right now we're using our investment team. Alfonso's on the line here. He's dressed in his senior housing gear right now. I would imagine we could add to that team as we progress, but we do have some relationships that reside here already, and we're working on those.

Wes Golladay (Senior Equity Analyst)

Okay. Then when you look at how you want to approach it, I know it's early innings, but do you have a sense of how many operators you want to work with? Are you going to be more regionally focused? Will you target mainly new, I guess, developments? Would there be any potential for redevelopments? I just kind of get a little bit better sense on how you're approaching it.

Mark Decker (CEO)

Yeah, that's a great question. Right now, the operators we're focused with are, I would call them kind of regional or single market operators with good track record and generally speaking, newer assets. You know, as we said in our prepared remarks, we're focused on newer product. We believe that's a place where we can possibly differentiate.

Wes Golladay (Senior Equity Analyst)

Okay.

Mark Decker (CEO)

It's the answer to your question is few and as good as possible, but obviously, if we can get some size, I mean, it would be great to have a stable of operators that we can share ideas with across and so forth. You know, that's that's ambition today.

Wes Golladay (Senior Equity Analyst)

Okay. Thanks for the time.

Mark Decker (CEO)

Thank you.

Operator (participant)

Thank you. Our next question comes from the line of Gaurav Mehta with Alliance Global Partners. Please proceed with your question.

Gaurav Mehta (Managing Director and Senior Equity Analyst)

Yeah, thank you. Good morning. I wanted to ask you on the portfolio allocation as you build your SHOP, active adult portfolio, how would the allocation look like between medical office and the housing part?

Mark Decker (CEO)

Yeah, that's a great question. I mean, some of that will be. Good morning. Thanks for the question, Gaurav. A lot of that's gonna be dictated by the opportunity set, so we don't have, like, a pie chart in mind that we're gonna manage to. We're gonna manage to the opportunities, and be somewhat opportunistic there. You know, active adult, in particular, sort of quote-unquote, modern active adult, which has kind of really only been around for 10 years or so, is a relatively small niche. The hunting grounds in seniors, much larger. We really like that active space. We'll see. I mean, I wouldn't hazard a guess, to be honest.

Gaurav Mehta (Managing Director and Senior Equity Analyst)

Okay. I guess, you know, for the acquisitions, should we expect primarily to be focused on SHOP, or would you be open to medical office as well?

Mark Decker (CEO)

I mean, as we said earlier, like, everything competes on return, and today, SHOP is winning that competition.

Gaurav Mehta (Managing Director and Senior Equity Analyst)

Okay. I guess, what are cap rates like on SHOP versus medical office?

Mark Decker (CEO)

I think our cap rates are actually pretty similar. It's the character of the forward-looking growth that's much different. Call it ±6 on forward going in, but one has 2%-3% growth and one has, you know, 4%-8%, and some really sustainable headwinds or, excuse me, tailwinds.

Gaurav Mehta (Managing Director and Senior Equity Analyst)

All right. Understood. Thanks for taking my questions.

Mark Decker (CEO)

Yeah, thank you. It's our pleasure.

Operator (participant)

Thank you. Our next question comes from the line of Juan Sanabria with BMO Capital Markets. Please proceed with your question.

Juan Sanabria (Managing Director and Senior Equity Analyst)

Thanks. Quick enough. Just curious on the active adult. Yeah, I think one of the prior callers had a question with regards to how we should be thinking about your entry there. I mean, development historically is a drag until the asset lease is up, although I recognize the lease up is a lot shorter than in seniors' housing. Are you guys getting a preferred return on the capital you're investing to kind of bridge the gap until the asset can start to cash flow? Just how are you thinking about that segment of the opportunity set with active adult?

Mark Decker (CEO)

Well, welcome back, Juan. We're glad to have you, and we love the curiosity. The answer to your specific question on this first opportunity in Minneapolis is no, we are not getting a preferred return. That would be our goal in the future. That situation was an interesting one. They were actually under construction already. They preferred a 50/50 scheme. We went with it. It was a relatively low dollar amount.

You know, did some of this at Centerspace, where we had just kind of a built core strategy, if you will, where we employed a preferred element, and we would endeavor to do that again here. I would expect you to see more of that, and obviously, we'll be mindful of sort of overall sizing of that loan book, if you will, and risk.

Juan Sanabria (Managing Director and Senior Equity Analyst)

The medical office, there was a Steward bankruptcy last year, and you took some vacancy. That was an opportunity as you relet that space. Just curious on the update on kind of the opportunity there and how much has been backfilled and how that has contributed or could contribute to growth in the core business today?

Mark Decker (CEO)

Yeah, the Steward piece is really resolved. It was really that CHRISTUS, what is now the CHRISTUS asset, the Beaumont asset that we talked about disposing of it. There might be one other small lease, but it's not material from.

Juan Sanabria (Managing Director and Senior Equity Analyst)

There are 2 other small leases. nothing to.

Mark Decker (CEO)

Yeah. We have Prospect, which is still going. Our East Orange asset has been affected by that materially. That's one we're still working out.

Juan Sanabria (Managing Director and Senior Equity Analyst)

Okay.

Mark Decker (CEO)

These two hospitals.

Juan Sanabria (Managing Director and Senior Equity Analyst)

I'm sorry to cut.

Mark Decker (CEO)

I'm sorry, Juan. Say that again. Forgive me.

Juan Sanabria (Managing Director and Senior Equity Analyst)

No, I'm sorry. I was gonna ask, the prospect that upside is still to come, if you are able to backfill that?

Mark Decker (CEO)

Correct. Yeah, that would show up today as negative NOI.

Juan Sanabria (Managing Director and Senior Equity Analyst)

Okay. Then, and last question for me, anything on the watch list to call out over and above the White Rock?

Mark Decker (CEO)

No. No, I mean, in the, in the past, White Rock would have been the one when people asked us about watch list, that was kind of top of mind. Again, That's a great entrepreneurial group. We're in, we're in good touch with them. We, we believe in their ability to be successful. There's nothing past them that we're spending a lot of time on right now.

Juan Sanabria (Managing Director and Senior Equity Analyst)

That's it for me. Thank you, and good luck with everything.

Mark Decker (CEO)

Thanks, Juan.

Operator (participant)

Thank you. We have reached the end of the question and answer session, and I'll now turn the call back over to CEO, Mark Decker, for closing co-comments.

Mark Decker (CEO)

Thanks very much. Well, thanks, everyone, for your time and attention, look forward to talking to you next quarter.

Operator (participant)

Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation. Have a great day.