← Back to STRW filing summaryOriginal filing text · Part I
Item 3 — Quantitative and Qualitative Disclosures About Market Risk
Strawberry Fields Reit, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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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
June 30, 2026, we had $101.5 million outstanding under our Series A Bonds, which bear interest at a fixed 6.97% per annum, we had
$110.2 million outstanding under our Series B Bonds, which bear interest at a fixed rate of 6.70% per annum, we had $54.7 million
outstanding under our Series C Bonds (Inc), which bear interest at a fixed rate of 6.85% per annum , we had $34.1 million
outstanding under our Series C Bonds (BVI), which bear interest at a fixed rate of 5.7% per annum, $59.0 million outstanding under our
Series D Bonds, which bear interest at a fixed rate of 9.1% per annum, and $412.6 million in senior debt notes, of which $162.6
million (19.7% of total debt) are floating rate debt, which bears interest at a variable rate equal to one-month SOFR plus a margin.
At June 30, 2026, one month SOFR was 3.65%. 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 June 30, 2026, 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 June 30, 2026.
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 June 30, 2026 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, that are not covered by insurance and expected to be resolved within policy
limits, 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 five properties located in Massachusetts. The complaint was dismissed by the Court in 2020 on jurisdictional grounds. 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. This case has been dismissed without
prejudice.
In
April 2024, they filed yet another complaint in Arkansas, and this time dealing with the properties located in Arkansas, Kentucky and
Massachusetts. There has been some motion practice where the Court dismissed some of the Plaintiff’s remedies and claims.
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. Instead, the defendants filed a motion to quash service of process. On January 11, 2023, the Cook County
Circuit Court entered an order granting such motion, quashing service of process on all defendants. In March 2023, the plaintiffs filed
a new complaint and again attempted to serve it on the defendants. It is the defendants’ position that service was (once again,
potentially) defective and sought a dismissal of the matter for want of prosecution by Joseph Schwartz, Rosie Schwartz and certain companies
owned by them. The dismissal was granted, but has been appealed to the Illinois Appellate Court, with no substantive movement on the
matter to date. In April of 2024, Joseph Schwartz, Rosie Schwartz and several companies controlled by them filed a fourth complaint in
the Circuit Court in Pulaski County, Arkansas. This fourth complaint had nearly identical claims as the federal case and the Illinois
state court matter. In November 2024, the court dismissed all rescission claims, finding plaintiffs had an adequate remedy at law in
the form of monetary damages, ordered dissolution of a lis pendens plaintiffs had filed against certain properties, and identified additional
pleading deficiencies in the complaint. The court granted plaintiffs leave to amend, and plaintiffs filed a second amended complaint.
On March 10, 2026, the court dismissed the second amended complaint with prejudice as to all defendants, finding that plaintiffs failed
to cure the previously identified deficiencies. The court also denied plaintiffs’ motion for a temporary and permanent restraining
order, finding no irreparable harm, an adequate remedy at law, and no likelihood of success on the merits. The dismissal with prejudice
bars plaintiffs from refiling these claims, subject to any appeal. The Plaintiffs have filed an appeal.
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. We had 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 was 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 the liabilities of
the Predecessor Company and agreed to indemnify the Predecessor Company and its affiliates for such liabilities. As described above,
the federal action was dismissed for lack of subject matter jurisdiction, the first Arkansas action was dismissed without prejudice,
the Illinois state court action has been dismissed, and the second Arkansas action (filed April 2024) was dismissed with prejudice on
March 10, 2026. The Plaintiffs have appealed the Arkansas trial court decision.
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. A subsidiary 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 subsidiary
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 not consummated because the underlying tenants of the properties surrendered their licenses
to operate healthcare facilities on these properties.
The
Predecessor Company has instituted legal proceedings to collect the outstanding amount of these loans and to assert related claims against
the sellers and their principals for the unpaid principal balances as well as protective advances and collection costs. In connection
with enforcing their rights, in July 2022, the Company foreclosed, and (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 on the fifth property with an estimated fair value of $1.2 million.
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