Chiron Real Estate Inc. (XRN) Q1 2026 Earnings Report, Transcript and Summary

Good morning, ladies and gentlemen, and welcome to the Chiron Real Estate, Inc. First Quarter 2026 Earnings Conference Call. [Operator Instructions] This call is being recorded on Thursday, May 7, 2026. I would now like to turn the conference call over to Mr. Jamie Barber, General Counsel. Please go ahead.

Good morning, everyone, and welcome to Chiron Real Estate's First Quarter 2026 Earnings Conference Call. My name is Jamie Barber, and I'm Chiron's General Counsel. On the call today are Mark Decker, Jr., Chief Executive Officer; Bob Kiernan, Chief Financial Officer; Alfonzo 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. Additionally, 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 filings with the SEC. Additional information may be found on the Investor Relations page of the company's website at www.chironre.com. I would like to now turn the call over to Mark.

Thank you, Jamie, and good morning, everyone. The first quarter marks a pivotal moment for Chiron as we thoughtfully reposition into a leading platform designed to deliver exceptional value to essential health care operators. While the company continued to perform across its existing outpatient medical portfolio, the more consequential development was the significant progress made in repositioning Chiron for growth. The quality and pace of these investments reinforces our conviction that there is a great opportunity for a focused solutions-oriented capital provider capable of creativity and speed. Senior housing remains a highly fragmented and relationship-driven business, and Chiron is establishing itself as a credible and constructive partner within that ecosystem. And this matters. Studies show that seniors in well-designed communities experienced a 20% reduction in social isolation and a 15% increase in cognitive function. We envision Chiron as a trusted partner to leading operators, driving innovation and setting new standards in the industry by focusing on evidence-based design and care models. We believe we can build something truly special. Following the transactions announced last night, Chiron will have over 25% of our asset value in senior housing operating properties or SHOP, representing a substantial advancement of the plans we announced in February. We believe this transition improves Chiron's relevance within the health care delivery universe, positively altering our long-term earnings growth profile, portfolio quality and opportunity set. Over time, these elements will result in a better business that should support a stronger and more differentiated cost of capital. We published updated investor materials last night that provide additional detail on each of the announced investments, but I'd like to briefly highlight our strategic rationale. Our key criteria when evaluating senior housing investments are the operator, market and real estate. Beginning with the operating team, our partners on each of these investments will be Silverstone Senior Living, the original developer and asset manager, and Greystone, which will continue as the operator. Preserving continuity across development ownership and operations was an important consideration for us. We believe maintaining an aligned and experienced team optimizes resident and associate experience, lease-up execution and long-term financial performance. Our evaluation of these opportunities began in January when dialogue with Silverstone revealed an opportunity to solve a capital structure issue. Silverstone had developed two exceptional communities in Potomac Yards, but the existing ownership was split between two institutions, jeopardizing the best outcome due to fund life challenges and evolving strategic priorities. Chiron was able to provide a permanent capital solution that aligns and consolidates these communities while preserving the operating platform that's thriving. The first of these communities, the Landing, features 163 luxury homes that offer independent assisted and memory care living. The Landing achieved occupancy stabilization in 2025 and is now approaching financial stabilization through the burn-off of lease-up concessions. Situated across the shared courtyard on the same land parcel is the Riviera, a newly delivered 129-home luxury independent living community that opened in March of 2026 and is now in the early stages of lease-up. Together, the Landing and Riviera comprise a vibrant community of 292 highly differentiated senior homes in one of the most affluent and supply-constrained submarkets in the Washington, D.C. metro. From a financial perspective, the pairing is particularly attractive because the communities sit at opposite ends of the maturation curve. The Landing is entering stabilized cash flow while the Riviera is beginning lease-up. This creates a natural internal earnings progression over the next several years. We underwrote both communities to stabilize yields in excess of seven using untrended rents. This basis implies the assets have potential to deliver a double-digit unlevered return, and we believe the long-term durability of demand is supported by favorable household wealth characteristics, strong home values and a very limited forward development pipeline. Chiron's ability to execute efficiently as capital partner with Silverstone and Greystone earned us the opportunity to expand our relationship and acquire the Pinnacle, a 175-home luxury senior housing community currently nearing completion of construction in North Bethesda, directly across from Federal Realty's Pike & Rose, one of the strongest mixed-use destinations in the region. Because the community remains under construction, our contract provides flexibility around closing timing this fall with anticipated settlement windows from August to November. As with the Riviera and Landing, we believe that the Pinnacle sits in an exceptionally attractive demographic pocket characterized by high household income, strong barriers to entry and limited competing supply. It is exactly the type of highly desirable and relevant senior housing that we believe will form the foundation of Chiron's long-term growth strategy. Given the magnitude of our portfolio transition, the Board has made the decision to reduce the monthly distribution to a new annual run rate of $1.92 per share or $0.16 per month, starting with the July payment. While current income remains an important part of our value proposition to shareholders, we believe retained cash flow represents one of our most valuable internal sources of equity. This change provides Chiron with $15 million in additional capital per year, which alongside capital recycling gives us an ability to self-fund accretive investments and better control the pace of our strategic evolution. This is a capital allocation decision. In the current environment, every dollar retained and deployed into growth investments has the potential to create more long-term value than every dollar distributed, all without relying on equity capital markets. Private market transactions continue to highlight our recycling opportunity. While Chiron's current share price implies a cap rate of 9%, recent comparable transactions, specifically the Sila take-private and the NHP outpatient medical sale have been executed at cap rates between 7.3% and 7.9%, a 100 to 150 basis point arbitrage. By prioritizing internal capital recycling and retained cash flow over common equity issuance at these levels, we're ensuring that the long-term value created by the execution of our strategic plan accrues directly to our existing shareholders. Next, I'd like to talk about Maewyn Capital Partners' $100 million strategic investment into Chiron as this transaction provides us growth capital at an attractive price and more. Maewyn's investment provides Chiron with dedicated long-duration growth capital from a sponsor with deep public real estate experience and a singular focus on per share value creation. Just as importantly, Charles Fitzgerald, Founder and Managing Partner at Maewyn, is expected to join Chiron's Board of Directors later this month. Charles brings nearly 3 decades of investing experience across listed real estate securities with a career built around valuation discipline, underwriting rigor and identifying opportunities that create alpha. As Chiron transitions from a historically passive net lease owner into a more active capital recycling and external growth platform, that perspective becomes increasingly valuable. The next chapter of value creation for Chiron will be determined by our ability to consistently allocate capital towards the highest risk-adjusted opportunities across acquisitions, dispositions, development funding and portfolio repositioning. We believe Charles' addition to the Board strengthens that framework by adding an experienced shareholder lens. Charles knows this space well and shares our view that we can build something special. Best-in-class companies have demonstrated that superior long-term shareholder returns are created through active portfolio construction and disciplined capital deployment. Chiron is building that capability. With Maewyn as both capital partner and Board-level strategic adviser, the company gains funding flexibility and an experienced external investor perspective. This also extends our ability to think like owners. On a fully diluted as converted basis, over 20% of our company's ownership is sitting around the Board table. Between Maewyn's capital commitment and dispositions subject to LOI, Chiron has approximately $300 million of capital sources to fund the roughly $425 million of identified investments. Because the $176 million Pinnacle closing is not anticipated until this fall, we do have some time to execute upon further outpatient medical sales to advance the portfolio transition. Together, all this means Chiron has the assets, capital and investment alignment necessary to pursue this transition with greater speed, rigor and accountability to shareholder returns, and we're already moving fast, leading to a lot of progress in a very short period of time. I want to recognize the efforts of our team, Board, partners and counterparties in bringing these ideas into reality. Thank you all. I know you're listening. With that, I'll turn it over to Bob to provide an update on first quarter operating performance across the portfolio.

Thanks, Mark. NAREIT-defined FFO per share and unit was $0.97 for the quarter. Core FFO was $1.11 per share and unit. Net debt to adjusted EBITDA was 6.6x for the quarter, a reduction of 0.4x from the first quarter of last year. Same-store cash NOI, which includes all assets owned by Chiron for at least 15 months, increased 3.2% on a year-over-year basis. As we embark on the portfolio changes highlighted by Mark, we withdrew our 2026 earnings guidance. It is important to note that this change wasn't due to any negative event, but was done to better focus on our portfolio transition and building long-term shareholder value. As it relates to items like our cash and noncash G&A expenses as well as our capital expenditures included in FAD, our full year expectations are in line with our previous communications. Mark, would you like to provide some closing thoughts?

Thanks, Bob. These announcements represent the beginning of Chiron's repositioning. The work ahead now centers on disciplined execution, lease-up performance, capital recycling and continued sourcing of investments that further enhance our ability to create value. Finally, I'd like to thank Henry Cole and Ron Marston for their service as directors. They're both leaving the Board at our upcoming election. Our team appreciates the creativity, wisdom and care they brought to the boardroom, and we wish them the very best. And with that, operator, we'll take questions. Thank you.

[Operator Instructions] And your first question comes from John Massocca from B. Riley.

So maybe kind of going to the $450 million of investments, understanding capital recycling is part of this. You have the Maewyn preferred investments. Is there anything else you kind of have out there or thoughts in mind to kind of bridge the funding gap maybe to fully kind of pay for those investments over time? I'm just kind of curious if everything is going to be kind of accounted for with some of your historical transaction activity, capital recycling in the Maewyn funds.

So just to make sure I understand the question, you're saying, do we have the funds for the $425 million we just announced? Or are you asking about something in the future?

Yes, just for the $425 million announced.

Yes. So we have a couple of hundred million under LOI. We have -- so we talked last quarter about the IRF JV as well as the CHRISTUS asset in Beaumont, Texas. The IRFs are under LOI. They're not done yet. So that would be our most likely use of proceeds. The CHRISTUS ought to follow after that. And then between now and I'd say, November 1 at the latest, we'll likely dispose of some other outpatient medical. And that would get you to leverage-neutral proceeds.

Okay. And I guess kind of maybe going forward, as you look to kind of grow the senior housing portfolio, where do you kind of view Chiron's niche within that kind of investment universe? Are you going to be primarily focused on like early-stage development type transactions? Just kind of curious how you kind of expect to play in the larger universe of senior housing, especially given how kind of competitive it can be with some of the larger REITs?

Yes. Well, I think what -- where you're least likely to find us competing is just in an auction. So I think the way we are trying to be valuable and interesting to operators and developers is by being thoughtful and creative and listening well and trying to help them find solutions. So if you're selling something and all you care about is cash, then it's really simple. It's just about who can pay the most and who can do it the fastest and who's the most certain. And I think in many instances, we can compete well on those dynamics. But if you add any other variable, it starts to get complicated and you might be able to drive more value there or you might just be able to -- by caring about that fourth or fifth thing that the seller cares about, you might be able to do something that other people can't do. So it's super situational. I mean what we've done here with Silverstone is, in my mind, spectacular, and we're going to try to do more of these, but these are hard to do. And if it's for sale, you just have to pay the most. We're trying not to just do that. We're trying to find ways where we can build relationships that are truly additive for both parties. So we're seeking win-wins. I think there's lots of room in the market for people that have capital thoughtfulness and are actually interested in a long-term relationship and a win-win. So we'll compete on that basis, and I think we'll win our fair share.

Okay. And then given some of the M&A activity you talked about earlier in the call and just the overall kind of asset sales, I mean, is there a plan for additional kind of strategic dispositions of some of the historical assets as you look to kind of transition the portfolio more towards senior housing? I mean, would this be something you'd sell in a granular fashion? Or would it be -- would you look to kind of larger strategic transactions?

Yes. Yes. I mean, look, I'm not trying to be coy, but we know -- I would say that we think of our outpatient medical as a strong performing store of value. And to the extent we can find things that we think drive higher and better, higher quality better growing cash flows, we will trade out of them. And that's the arbitrage that exists. So I think in a perfect world, a girl can dream, we actually get a cost of capital and we can externally grow like many of the other folks in our space, but we don't need that to effectuate a pretty powerful change in the portfolio. So we have rough and tough $1.25 billion of capital to play with, if you will.

And your next question comes from Wes Golladay from Baird.

I guess can you talk about how you see leverage going over the next -- call it year? And then where do you ultimately want to get to, understanding that these are stabilizing assets?

Yes. Well, I'll take the last one first. The ultimate goal would be investment-grade access to the bond market. We're too small for that. But from a metrics perspective, that's what we're after. So that way we always have a little bit of capacity. So specifically how that goes over the next 12 months really depends on what comes in front of us from an opportunity perspective.

Okay. And then on the investment front, you had these unique opportunities that came your way. Do you still have a pipeline you're working on? Or do you want to digest these acquisitions for a little while and get the funding secured for these? Or do you keep going after it?

I mean both. Job one is get these closed, integrate them execute on the plan that we've underwritten and are excited about. And -- but we can do more than one thing at once. And so we'll also -- I mean, listen, we're always looking. And I think there's lots of interesting things out there, and it's about finding good situations where we can sync up. So we're absolutely going to continue to do that. But first things first, we got to do a good job with -- we don't get more stuff if you break the toys you have.

And your last question comes from Gaurav Mehta from Alliance Global Partners.

I wanted to ask you on the pending acquisitions. It seems like the three of them are in D.C. metro area. Is that something by choice? Or is that just the opportunity presented in that area?

I mean I would say that, that's kind of a happy coincidence. I mean it feels good. That's a home game for us. We're based here in D.C. I'm from this area, so are many of the folks on our team. So -- but I wouldn't say that was because we said we have to do the first thing in Washington. It just -- it worked out that way, and that probably may have helped us with more comfort with respect to specific submarkets and things like that, but we can underwrite things anywhere.

Okay. Second question on dispositions. Outside of $200 million of pending asset sales, I think you also list $125 million of maybe expected additional dispositions. Are those pending or those are just target dispositions that can happen in the future?

Those are in the future.

Okay. And then lastly, in the earnings deck, you point out -- to long-term earnings growth of 6%. When should we expect your portfolio to get to that sort of long-term growth rate?

Honestly, it really -- it kind of depends on what else comes up on the buy side and how we fund that. But I'd say our present trough is probably next quarter and we probably start to stabilize in '27, '28 -- I mean as we said, I think we put it in our book second half of '28. So...

[Operator Instructions] At this time, there are no further questions. I will turn the conference back over to Mr. Mark Decker.

Well, thanks, everybody. We appreciate the interest. And if you're going to be at BMO's conference next week, we'll hope to see you there. Otherwise, we'll see you maybe at NAREIT in New York. Thanks, everybody.

Ladies and gentlemen, this does conclude your conference call for today. We thank you very much for your participation. You may now disconnect. Have a great day, everyone.