Chiron Real Estate Inc.
07/02/2026 | Press release | Distributed by Public on 07/02/2026 15:27
Chiron Real Estate Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements (Form 8-K)
Chiron Real Estate Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
On June 26, 2026, Chiron Real Estate Inc. (the "Company"), through certain subsidiaries, entered into an Agreement of Purchase and Sale (the "Joint Venture Sale Agreement"), and on June 29, 2026 completed the sale of, a portfolio of seven inpatient rehabilitation facilities located in Altoona, Pennsylvania; Mechanicsburg, Pennsylvania; Mesa, Arizona; Sherman, Texas; Las Vegas, Nevada; Surprise, Arizona; and Oklahoma City, Oklahoma (collectively, the "Properties").
Pursuant to the Joint Venture Sale Agreement, the Company sold the Properties, together with the related leases, security deposits and certain other tangible and intangible assets associated with the ownership and operation of the Properties, and acquired a 15% ownership interest in the joint venture that acquired the Properties (collectively, the "Transaction"). The aggregate sale price for the Transaction was $217.0 million, subject to customary prorations, adjustments and credits set forth in the Joint Venture Sale Agreement. Following the Transaction, the Company no longer consolidates the Properties and expects to account for its acquired interest in the joint venture as an investment in an unconsolidated joint venture.
The unaudited pro forma condensed consolidated financial information is being provided pursuant to Article 11 of Regulation S-X to reflect the disposition of the Properties, which represents a significant disposition of a business. The unaudited pro forma condensed consolidated financial statements were derived from the Company's historical consolidated financial statements and the historical financial information of the Properties, and include transaction accounting adjustments to reflect the Transaction, including the removal of the historical assets, liabilities and results of operations attributable to the Properties, recognition of the Company's acquired 15% ownership interest in the joint venture, the estimated gain on sale and other Transaction-related impacts described in the accompanying notes.
The unaudited pro forma condensed consolidated balance sheet reflects the Transaction as if it occurred on the balance sheet date presented. The unaudited pro forma condensed consolidated statements of operations reflect the Transaction as if it occurred on the first day of the earliest period presented.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the Company's historical consolidated financial statements and accompanying notes included in its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent the Company's actual financial condition or results of operations had the Transaction occurred on the dates indicated, nor does it project the Company's results of operations or financial condition for any future period or date. The Company has prepared the unaudited pro forma condensed consolidated financial information based on available information using assumptions it believes are reasonable. Actual results reported by the Company in periods following the Transaction may differ materially from this unaudited pro forma condensed consolidated financial information.
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Chiron Real Estate Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2026
(in thousands)
| Transaction Accounting Adjustments | |||||||||||||||||
|
Company Historical |
Disposition Adjustments (Note 2a) |
Additional Transaction Accounting Adjustments |
Pro Forma | ||||||||||||||
| ASSETS | |||||||||||||||||
| Investment in real estate: | |||||||||||||||||
| Land | $ | 169,917 | $ | (12,590 | ) | $ | - | $ | 157,327 | ||||||||
| Building | 1,073,953 | (140,782 | ) | - | 933,171 | ||||||||||||
| Site improvements | 25,783 | (1,979 | ) | - | 23,804 | ||||||||||||
| Tenant improvements | 81,168 | (12,593 | ) | - | 68,575 | ||||||||||||
| Acquired lease intangible assets | 144,573 | (15,629 | ) | - | 128,944 | ||||||||||||
| 1,495,394 | (183,573 | ) | - | 1,311,821 | |||||||||||||
| Less: accumulated depreciation and amortization | (353,309 | ) | 51,768 | - | (301,541 | ) | |||||||||||
| Investment in real estate, net | 1,142,085 | (131,805 | ) | - | 1,010,280 | ||||||||||||
| Cash and cash equivalents | 8,183 | - | 194,871 | 2(b) | 203,054 | ||||||||||||
| Restricted cash | 2,778 | (489 | ) | - | 2,289 | ||||||||||||
| Tenant receivables, net | 6,800 | 2 | - | 6,802 | |||||||||||||
| Due from related parties | 177 | - | - | 177 | |||||||||||||
| Escrow deposits | 546 | - | - | 546 | |||||||||||||
| Deferred assets | 29,953 | (7,838 | ) | - | 22,115 | ||||||||||||
| Derivative assets | 7,218 | - | - | 7,218 | |||||||||||||
| Goodwill | 5,903 | - | - | 5,903 | |||||||||||||
| Investment in unconsolidated joint venture | 8,902 | - | 16,349 | 2(c) | 25,251 | ||||||||||||
| Other assets | 25,474 | (1,694 | ) | - | 23,780 | ||||||||||||
| Total assets | $ | 1,238,019 | $ | (141,824 | ) | $ | 211,220 | $ | 1,307,415 | ||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||
| Liabilities: | |||||||||||||||||
| Credit Facility, net of unamortized debt issuance costs of $9,686 at March 31, 2026 | $ | 662,314 | $ | - | $ | - | $ | 662,314 | |||||||||
| Notes payable, net of unamortized debt issuance costs of $0 at March 31, 2026 | 1,096 | - | - | 1,096 | |||||||||||||
| Accounts payable and accrued expenses | 15,022 | (107 | ) | - | 14,915 | ||||||||||||
| Dividends payable | 12,708 | - | - | 12,708 | |||||||||||||
| Security deposits | 3,486 | (531 | ) | - | 2,955 | ||||||||||||
| Other liabilities | 18,368 | (714 | ) | - | 17,654 | ||||||||||||
| Acquired lease intangible liabilities, net | 4,375 | - | - | 4,375 | |||||||||||||
| Total liabilities | $ | 717,369 | $ | (1,352 | ) | $ | - | $ | 716,017 | ||||||||
| Commitments and Contingencies | |||||||||||||||||
| Equity: | |||||||||||||||||
| Preferred stock, $0.001 par value, 10,000 shares authorized; 5,155 shares issued and outstanding at March 31, 2026 (liquidation preference of $128,875 at March 31, 2026) | 124,106 | - | - | 124,106 | |||||||||||||
| Common stock, $0.001 par value, 100,000 shares authorized; 13,235 shares issued and outstanding at March 31, 2026 | 13 | - | - | 13 | |||||||||||||
| Additional paid-in capital | 729,514 | - | - | 729,514 | |||||||||||||
| Accumulated deficit | (360,640 | ) | (139,361 | ) | 205,488 | 2(d) | (294,513 | ) | |||||||||
| Accumulated other comprehensive income | 7,218 | - | - | 7,218 | |||||||||||||
| Total Chiron Real Estate stockholders' equity | 500,211 | (139,361 | ) | 205,488 | 566,338 | ||||||||||||
| Noncontrolling interest | 20,439 | (1,111 | ) | 5,732 | 2(e) | 25,060 | |||||||||||
| Total equity | 520,650 | (140,472 | ) | 211,220 | 591,398 | ||||||||||||
| Total liabilities and equity | $ | 1,238,019 | $ | (141,824 | ) | $ | 211,220 | $ | 1,307,415 | ||||||||
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Chiron Real Estate Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2025
(in thousands, except per share data)
| Transaction Accounting Adjustments | ||||||||||||||||
|
Company Historical |
Disposition Adjustments (Note 3a) |
Additional Transaction Accounting Adjustments |
Pro Forma |
|||||||||||||
| Revenue | ||||||||||||||||
| Rental revenue | $ | 147,682 | $ | (16,636 | ) | $ | - | $ | 131,046 | |||||||
| Other income | 526 | - | - | 526 | ||||||||||||
| Total revenue | 148,208 | (16,636 | ) | - | 131,572 | |||||||||||
| Expenses | ||||||||||||||||
| General and administrative | 19,998 | - | - | 19,998 | ||||||||||||
| Operating expenses | 32,620 | (310 | ) | - | 32,310 | |||||||||||
| Depreciation expense | 44,025 | (4,562 | ) | - | 39,463 | |||||||||||
| Amortization expense | 15,017 | (872 | ) | - | 14,145 | |||||||||||
| Interest expense | 31,754 | - | - | 31,754 | ||||||||||||
| Total expenses | 143,414 | (5,744 | ) | - | 137,670 | |||||||||||
| Income before other income (expense) | 4,794 | (10,892 | ) | - | (6,098 | ) | ||||||||||
| Gain on sale of investment properties | 1,487 | - | 70,748 | 3(b) | 72,235 | |||||||||||
| Impairment of investment properties | (13,014 | ) | - | - | (13,014 | ) | ||||||||||
| Equity (loss) income from unconsolidated joint ventures | (150 | ) | - | 698 | 3(c) | 548 | ||||||||||
| Net (loss) income | $ | (6,883 | ) | $ | (10,892 | ) | $ | 71,446 | $ | 53,671 | ||||||
| Less: Preferred stock dividends | (6,280 | ) | - | - | (6,280 | ) | ||||||||||
|
Less: Net loss (income) attributable to noncontrolling interest |
1,047 | 871 | (5,716 | ) 3(d) | (3,798 | ) | ||||||||||
| Net (loss) income attributable to common stockholders | $ | (12,116 | ) | $ | (10,021 | ) | $ | 65,730 | $ | 43,593 | ||||||
| Net (loss) income attributable to common stockholders per share - basic and diluted | $ | (0.91 | ) | $ | 3.26 | 3(e) | ||||||||||
| Weighted average shares outstanding - basic and diluted | 13,379 | 13,379 | ||||||||||||||
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Chiron Real Estate Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, 2026
(in thousands, except per share data)
| Transaction Accounting Adjustments | ||||||||||||||||
|
Company Historical |
Disposition Adjustments (Note 3a) |
Additional Transaction Accounting Adjustments |
Pro Forma |
|||||||||||||
| Revenue | ||||||||||||||||
| Rental revenue | $ | 38,021 | $ | (4,166 | ) | $ | - | $ | 33,855 | |||||||
| Other income | 43 | - | - | 43 | ||||||||||||
| Total revenue | 38,064 | (4,166 | ) | - | 33,898 | |||||||||||
| Expenses | ||||||||||||||||
| General and administrative | 5,089 | - | - | 5,089 | ||||||||||||
| Operating expenses | 9,250 | (89 | ) | - | 9,161 | |||||||||||
| Depreciation expense | 11,087 | (1,100 | ) | - | 9,987 | |||||||||||
| Amortization expense | 3,740 | (183 | ) | - | 3,557 | |||||||||||
| Interest expense | 7,233 | - | - | 7,233 | ||||||||||||
| Total expenses | 36,399 | (1,372 | ) | - | 35,027 | |||||||||||
| Income before other income (expense) | 1,665 | (2,794 | ) | - | (1,129 | ) | ||||||||||
| Equity (loss) income from unconsolidated joint ventures | (11 | ) | - | 185 | 3(c) | 174 | ||||||||||
| Net income (loss) | $ | 1,654 | $ | (2,794 | ) | $ | 185 | $ | (955 | ) | ||||||
| Less: Preferred stock dividends | (2,473 | ) | - | - | (2,473 | ) | ||||||||||
|
Less: Net loss (income) attributable to noncontrolling interest |
70 | - | - | 70 | ||||||||||||
| Net loss attributable to common stockholders | $ | (749 | ) | $ | (2,794 | ) | $ | 185 | $ | (3,358 | ) | |||||
| Net (loss) income attributable to common stockholders per share - basic and diluted | $ | (0.06 | ) | $ | (0.25 | ) 3(c) | ||||||||||
| Weighted average shares outstanding - basic and diluted | 13,235 | 13,235 | ||||||||||||||
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Chiron Real Estate Inc.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(in thousands, except per share data)
1. Basis of Pro Forma Presentation
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X to give effect to the Company's sale of a portfolio of seven inpatient rehabilitation facilities located in Altoona, Pennsylvania; Mechanicsburg, Pennsylvania; Mesa, Arizona; Sherman, Texas; Las Vegas, Nevada; Surprise, Arizona; and Oklahoma City, Oklahoma (collectively, the "Properties") to a joint venture in which the Company acquired a 15% ownership interest. The unaudited pro forma condensed consolidated balance sheet gives effect to the Transaction as if it had occurred as of March 31, 2026. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026 give effect to the Transaction as if it had occurred on January 1, 2025.
The unaudited pro forma condensed consolidated financial statements were derived from the Company's historical consolidated financial statements and the historical financial information of the Properties. The pro forma adjustments are based on currently available information and assumptions that management believes are reasonable under the circumstances. The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and do not purport to represent what the Company's results of operations or financial condition would have been had the Transaction occurred on the dates indicated, nor do they project the Company's results of operations or financial condition for any future period or date.
2. Pro Forma Adjustments - Balance Sheet
The unaudited pro forma condensed consolidated balance sheet reflects adjustments that are directly attributable to the Transaction.
(a) Represents the elimination of the assets and liabilities attributable to the Properties for the periods presented.
(b) Represents the estimated net cash proceeds at the closing of the Transaction:
| Description | Amount | |||
| Aggregate sale price | $ | 217,000 | ||
| Less: Closing costs | (2,836 | ) | ||
| Less: Transaction costs | (2,944 | ) | ||
| Less: Joint venture investment | (16,349 | ) | ||
| Estimated net proceeds retained by the Company | $ | 194,871 | ||
(c) Represents the Company's 15% ownership interest in the joint venture that purchased the Properties.
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(d) Accumulated deficit has been decreased to reflect the receipt of net cash proceeds and removal of assets and liabilities related to the Transaction, as follows:
| Description | Amount | |||
| Aggregate sale price | $ | 217,000 | ||
| Less: Closing and transaction costs | (5,780 | ) | ||
| Less: Aggregate book value of the properties sold | (140,472 | ) | ||
| Estimated gain on sale | $ | 70,748 | ||
(e) Represents the impact to noncontrolling interest.
3. Pro Forma Adjustments - Statements of Operations
The unaudited pro forma condensed consolidated statements of operations reflect adjustments that are directly attributable to the Transaction and expected to have a continuing impact on the Company's results of operations, as applicable.
(a) Represents the elimination of revenues and expenses associated with the Properties.
(b) Represents the estimated gain on sale associated with the Transaction.
(c) Represents the Company's 15% share of the estimated earnings of the unconsolidated joint venture that acquired the Properties. The adjustment was calculated by applying the Company's 15% ownership interest to the estimated net income of the joint venture for the period presented, after giving effect to the historical operating results of the Properties, applicable pro forma adjustments and estimated interest expense on debt incurred by the joint venture in connection with the Transaction.
(d) Represents the impact of net (loss) income attributable to noncontrolling interests.
(e) Represents the impact on earnings per share related to pro forma adjustments.
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Chiron Real Estate Inc. published this content on July 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 02, 2026 at 21:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]