Sila Realty Trust Announces First Quarter 2026 Results
Highlights for the quarter ended
-
Net income of
$12.4 million , or$0.22 per diluted share
-
Cash net operating income*, or Cash NOI, of
$46.3 million
-
Adjusted funds from operations*, or AFFO, of
$33.5 million , or$0.61 per diluted share
-
Declared and paid cash distributions per share of
$0.40 for the quarter
-
On
January 15, 2026 , the Company acquired one inpatient rehabilitation facility for$43.3 million inOklahoma City, Oklahoma
-
The Company sold four healthcare facilities for an aggregate of
$25.1 million , generating net proceeds of$24.8 million , after transaction costs
Subsequent Events
-
On
April 19, 2026 , the Company entered into a definitive merger agreement, or the Merger Agreement, pursuant to which certain affiliates ofBlue Owl Real Estate Capital LLC ,Sunshine Ultimate Parent LLC , aDelaware limited liability company, or the Parent, andSunshine Holding REIT LLC , aDelaware limited liability company and wholly owned subsidiary of the Parent, or the Merger Sub, will acquire all outstanding shares of common stock of the Company for$30.38 per share, or the Merger Consideration, in an all-cash transaction valued at approximately$2.4 billion . The Merger Agreement provides that the Company will merge with and into Merger Sub (such merger transaction, the "Merger"), with Merger Sub being the surviving entity, or the Surviving Entity, in the Merger.
At the effective time of the Merger, or the Merger Effective Time, each share of Common Stock, par value$0.01 per share, of the Company that is issued and outstanding immediately prior to the Merger Effective Time will automatically vest and be cancelled and terminated and converted into the right to receive the Merger Consideration. The transaction, which has been unanimously approved by the Company's Board of Directors, or the Board, is expected to close in the second or third quarter of 2026, subject to approval by the Company's stockholders and other customary closing conditions. During the pendency of the transaction, the Company is permitted under the Merger Agreement to pay up to two regular quarterly dividends.
Subject to and upon completion of the transaction, the Company will become a private company, and shares of the Common Stock will be de-registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will no longer trade on the NYSE. In certain specified circumstances further described in the Merger Agreement, in connection with the termination of the Merger Agreement, the Company will be required to pay Parent a termination payment of approximately$55.7 million , pursuant to the terms of the Merger Agreement. -
On
May 6, 2026 , the Board, authorized a quarterly cash dividend of$0.40 per share of common stock payable onJune 4, 2026 , to the Company's stockholders of record as of the close of business onMay 20, 2026 .
*Some of the financial measures throughout this press release are non-GAAP measures. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and reconciliations to the most directly comparable GAAP measure.
Financial Results
Net Income
Our GAAP net income for the first quarter of 2026 was
Cash NOI
Cash NOI was
AFFO
AFFO was
Real Estate Portfolio Highlights
Investment Activity
During the quarter ended
During the quarter ended
During the quarter ended
During the quarter ended
Portfolio
As of
As of
Balance Sheet and Capital Markets Activities
Sila had a strong balance sheet as of
Total principal debt outstanding under the unsecured credit facilities as of
Distributions
The Company's dividend payout to AFFO ratio was 66.7% for the quarter ended
Conference Call and Webcast
In light of the announcement of the pending Merger between the Company and certain affiliates of
About
Forward-Looking Statements
Certain statements contained herein, other than historical facts, may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties. No forward-looking statement is intended to, nor shall it, serve as a guarantee of future performance. You can identify the forward-looking statements by the use of words such as “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” "seek," "endeavor," and other similar words, including statements about and references to, in particular, liquidity and capital resources, capital expenditures, material cash requirements, debt service requirements, macroeconomic factors, including expected interest rates, interest rate hedging impacts and practices and inflation, the ability of our tenants to satisfy their rent and other obligations under their leases, tariffs and changes in other governmental policies, including the impacts of the government shutdown, term loan requirements, share repurchases, our acquisitions and dispositions, leases, dividends, distributions, strategies, transactions, goals, objectives prospects and the consummation of the Merger. Forward-looking statements are subject to various risks and uncertainties and factors that could cause actual results to differ materially from the Company's expectations, and you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company's control and could materially affect the Company's results of operations, financial condition, cash flows, performance or future achievements or events. Some of the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the Company’s ability to obtain the stockholder approval required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction would not occur, (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement and the costs related to such proceedings, (iii) the risk that stockholder litigation or other proceedings in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability, (iv) unanticipated difficulties or expenditures relating to the proposed transaction, the response of the Company’s tenants and business partners to the announcement of the proposed transaction, potential difficulties with the Company’s ability to retain and hire key personnel and maintain its business relationships, including those with tenants and other third parties, as a result of the proposed transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction, (v) changes affecting the real estate industry and changes in market and economic conditions, including tariffs, geopolitical tensions and elevated inflation and interest rates that may adversely impact the Company or its tenants, (vi) fluctuations in interest rates and the costs and availability of financing, (vii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (viii) the ability to recognize the anticipated benefits of the proposed transaction and (ix) the risk that the Company’s stock price may decline significantly if the proposed transaction is not consummated. Additional factors include those described under the section entitled Item 1A. "Risk Factors" of Part I of the Company's 2025 Annual Report on Form 10-K, as filed with the
Supplemental Information
The Company routinely provides information for investors and the marketplace through press releases,
Condensed Consolidated Balance Sheets (amounts in thousands, except share data and per share amounts)
|
|
(Unaudited) |
|
|
||||
|
|
|
|
|
||||
|
ASSETS |
|||||||
|
Real estate: |
|
|
|
||||
|
Land |
$ |
170,865 |
|
|
$ |
171,848 |
|
|
Buildings and improvements, less accumulated depreciation of |
|
1,623,478 |
|
|
|
1,616,905 |
|
|
Total real estate, net |
|
1,794,343 |
|
|
|
1,788,753 |
|
|
Cash and cash equivalents |
|
30,778 |
|
|
|
32,288 |
|
|
Real estate related notes receivable, net of current expected credit loss reserve of |
|
17,116 |
|
|
|
17,106 |
|
|
Intangible assets, less accumulated amortization of |
|
114,709 |
|
|
|
116,693 |
|
|
|
|
17,432 |
|
|
|
17,635 |
|
|
Right-of-use assets - operating leases |
|
34,613 |
|
|
|
35,008 |
|
|
Right-of-use assets - finance lease |
|
1,901 |
|
|
|
1,901 |
|
|
Other assets |
|
85,983 |
|
|
|
85,119 |
|
|
Total assets |
$ |
2,096,875 |
|
|
$ |
2,094,503 |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|||||||
|
Liabilities: |
|
|
|
||||
|
Credit facility, net of deferred financing costs of |
$ |
688,438 |
|
|
$ |
674,122 |
|
|
Accounts payable and other liabilities |
|
37,844 |
|
|
|
42,183 |
|
|
Intangible liabilities, less accumulated amortization of |
|
5,495 |
|
|
|
5,810 |
|
|
Operating lease liabilities |
|
40,450 |
|
|
|
41,013 |
|
|
Finance lease liabilities |
|
69 |
|
|
|
77 |
|
|
Total liabilities |
|
772,296 |
|
|
|
763,205 |
|
|
Stockholders’ equity: |
|
|
|
||||
|
Preferred stock, |
|
— |
|
|
|
— |
|
|
Common stock, |
|
550 |
|
|
|
549 |
|
|
Additional paid-in capital |
|
1,994,960 |
|
|
|
1,994,960 |
|
|
Distributions in excess of accumulated earnings |
|
(672,956 |
) |
|
|
(663,197 |
) |
|
Accumulated other comprehensive income (loss) |
|
2,025 |
|
|
|
(1,014 |
) |
|
Total stockholders’ equity |
|
1,324,579 |
|
|
|
1,331,298 |
|
|
Total liabilities and stockholders’ equity |
$ |
2,096,875 |
|
|
$ |
2,094,503 |
|
Condensed Consolidated Quarterly Statements of Comprehensive Income (amounts in thousands, except share data and per share amounts) (unaudited)
|
|
Three Months Ended
|
||||||
|
|
|
2026 |
|
|
|
2025 |
|
|
Revenue: |
|
|
|
||||
|
Rental revenue |
$ |
52,060 |
|
|
$ |
48,256 |
|
|
Real estate related notes receivable interest income |
|
605 |
|
|
|
— |
|
|
Total revenues |
|
52,665 |
|
|
|
48,256 |
|
|
Expenses: |
|
|
|
||||
|
Rental expenses |
|
6,038 |
|
|
|
6,326 |
|
|
General and administrative expenses |
|
4,978 |
|
|
|
5,698 |
|
|
Depreciation and amortization |
|
19,908 |
|
|
|
17,762 |
|
|
Impairment losses |
|
— |
|
|
|
3,531 |
|
|
Demolition costs |
|
986 |
|
|
|
— |
|
|
Total operating expenses |
|
31,910 |
|
|
|
33,317 |
|
|
Other income (expense): |
|
|
|
||||
|
Gain on dispositions of real estate |
|
2,473 |
|
|
|
— |
|
|
Interest and other income |
|
163 |
|
|
|
455 |
|
|
Interest expense |
|
(9,044 |
) |
|
|
(7,325 |
) |
|
Increase in current expected credit loss reserve |
|
(25 |
) |
|
|
(171 |
) |
|
Merger-related costs |
|
(1,902 |
) |
|
|
— |
|
|
Total other expense |
|
(8,335 |
) |
|
|
(7,041 |
) |
|
Net income attributable to common stockholders |
$ |
12,420 |
|
|
$ |
7,898 |
|
|
Other comprehensive income (loss) - unrealized gain (loss) on interest rate swaps, net |
|
3,039 |
|
|
|
(7,138 |
) |
|
Comprehensive income attributable to common stockholders |
$ |
15,459 |
|
|
$ |
760 |
|
|
Weighted average number of common shares outstanding: |
|
|
|
||||
|
Basic |
|
54,933,931 |
|
|
|
55,130,665 |
|
|
Diluted |
|
55,423,778 |
|
|
|
55,620,892 |
|
|
Net income per common share attributable to common stockholders: |
|
|
|
||||
|
Basic |
$ |
0.23 |
|
|
$ |
0.14 |
|
|
Diluted |
$ |
0.22 |
|
|
$ |
0.14 |
|
Non-GAAP Financial Measures
This press release includes certain financial performance measures not defined by
A description of FFO, Core FFO, and AFFO, and reconciliations of these non-GAAP measures to net income, the most directly comparable GAAP measure, and a description of same store cash NOI and reconciliation of this non-GAAP measure to rental revenue, the most directly comparable GAAP measure, are provided below.
These non-GAAP financial measures should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance, as alternatives to cash flows from operating activities (determined in accordance with GAAP), or as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flows to fund all of our needs.
Reconciliation of Net Income to FFO, Core FFO and AFFO (amounts in thousands)
|
|
Three Months Ended
|
||||||
|
|
|
2026 |
|
|
|
2025 |
|
|
Net income attributable to common stockholders |
$ |
12,420 |
|
|
$ |
7,898 |
|
|
Adjustments: |
|
|
|
||||
|
Depreciation and amortization of real estate assets |
|
19,880 |
|
|
|
17,737 |
|
|
Gain on dispositions of real estate |
|
(2,473 |
) |
|
|
— |
|
|
Impairment losses |
|
— |
|
|
|
3,531 |
|
|
FFO |
$ |
29,827 |
|
|
$ |
29,166 |
|
|
Adjustments: |
|
|
|
||||
|
Severance |
|
102 |
|
|
|
11 |
|
|
Write-off of straight-line rent receivables related to prior periods |
|
— |
|
|
|
3 |
|
|
Accelerated stock-based compensation |
|
47 |
|
|
|
— |
|
|
Amortization of above (below) market lease intangibles, including ground leases, net |
|
15 |
|
|
|
23 |
|
|
Loss on extinguishment of debt |
|
— |
|
|
|
233 |
|
|
Increase in current expected credit loss reserve |
|
25 |
|
|
|
171 |
|
|
Demolition costs |
|
986 |
|
|
|
— |
|
|
Merger-related costs |
|
1,902 |
|
|
|
— |
|
|
Core FFO |
$ |
32,904 |
|
|
$ |
29,607 |
|
|
Adjustments: |
|
|
|
||||
|
Deferred rent(1) |
|
1,812 |
|
|
|
319 |
|
|
Straight-line rent adjustments |
|
(3,009 |
) |
|
|
(2,391 |
) |
|
Amortization of deferred financing costs |
|
725 |
|
|
|
652 |
|
|
Amortization of fees on real estate related notes receivable |
|
(35 |
) |
|
|
— |
|
|
Stock-based compensation |
|
1,150 |
|
|
|
1,261 |
|
|
AFFO |
$ |
33,547 |
|
|
$ |
29,448 |
|
| ________________________ | ||
|
(1) |
The deferred rent related to the three months ended |
|
FFO
FFO is calculated consistent with the
Core FFO
The Company believes Core FFO is a supplemental financial performance measure that provides investors with additional information to understand the Company's sustainable performance. The Company calculates Core FFO by adjusting FFO to remove the effect of certain GAAP non-cash income and expense items, unusual and infrequent items that are not expected to impact its operating performance on an ongoing basis, items that affect comparability to prior periods and/or items that are not related to its core real estate operations. Excluded items include severance, write-off of straight-line rent receivables related to prior periods, accelerated stock-based compensation, amortization of above- and below-market lease intangibles (including ground leases), loss on extinguishment of debt, changes in the current expected credit loss reserve, demolition costs and merger-related costs. Other REITs may use different methodologies for calculating Core FFO and, accordingly, the Company’s Core FFO may not be comparable to other REITs.
AFFO
The Company believes AFFO is a supplemental financial performance measure that provides investors appropriate supplemental information to evaluate the ongoing operations of the Company. AFFO is a metric used by management to evaluate the Company's dividend policy. The Company calculates AFFO by further adjusting Core FFO for the following items: deferred rent, current period straight-line rent adjustments, amortization of deferred financing costs, amortization of fees on our real estate related notes receivable, and stock-based compensation. Other REITs may use different methodologies for calculating AFFO and, accordingly, the Company’s AFFO may not be comparable to other REITs.
FFO, Core FFO and AFFO should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income or in its applicability in evaluating the Company's operational performance. The method used to evaluate the value and performance of real estate under GAAP should be considered a more relevant measure of operating performance and more prominent than the non-GAAP FFO, Core FFO and AFFO measures and the adjustments to GAAP in calculating FFO, Core FFO and AFFO.
Reconciliation of Net Income to Same Store Cash Net Operating Income (Same Store Cash NOI) (amounts in thousands)
|
|
|
Three Months Ended
|
||||||
|
|
|
|
2026 |
|
|
|
2025 |
|
|
Rental revenue |
|
$ |
52,060 |
|
|
$ |
48,256 |
|
|
Rental expenses |
|
|
(6,038 |
) |
|
|
(6,326 |
) |
|
Net operating income |
|
|
46,022 |
|
|
|
41,930 |
|
|
Adjustments: |
|
|
|
|
||||
|
Straight-line rent adjustments, net of write-offs |
|
|
(3,009 |
) |
|
|
(2,388 |
) |
|
Amortization of above (below) market lease intangibles, including ground leases, net |
|
|
15 |
|
|
|
23 |
|
|
Internal property management fee |
|
|
1,412 |
|
|
|
1,299 |
|
|
Deferred rent(1) |
|
|
1,812 |
|
|
|
319 |
|
|
Cash NOI |
|
|
46,252 |
|
|
|
41,183 |
|
|
Non-same store cash NOI |
|
|
(5,533 |
) |
|
|
(745 |
) |
|
Same store cash NOI |
|
|
40,719 |
|
|
|
40,438 |
|
|
Real estate related notes receivable interest income |
|
|
605 |
|
|
|
— |
|
|
General and administrative expenses |
|
|
(4,978 |
) |
|
|
(5,698 |
) |
|
Depreciation and amortization |
|
|
(19,908 |
) |
|
|
(17,762 |
) |
|
Impairment losses |
|
|
— |
|
|
|
(3,531 |
) |
|
Demolition costs |
|
|
(986 |
) |
|
|
— |
|
|
Merger-related costs |
|
|
(1,902 |
) |
|
|
— |
|
|
Gain on dispositions of real estate |
|
|
2,473 |
|
|
|
— |
|
|
Interest and other income |
|
|
163 |
|
|
|
455 |
|
|
Interest expense |
|
|
(9,044 |
) |
|
|
(7,325 |
) |
|
Increase in current expected credit loss reserve |
|
|
(25 |
) |
|
|
(171 |
) |
|
Straight-line rent adjustments, net of write-offs |
|
|
3,009 |
|
|
|
2,388 |
|
|
Amortization of above (below) market lease intangibles, including ground leases, net |
|
|
(15 |
) |
|
|
(23 |
) |
|
Internal property management fee |
|
|
(1,412 |
) |
|
|
(1,299 |
) |
|
Deferred rent(1) |
|
|
(1,812 |
) |
|
|
(319 |
) |
|
Non-same store cash NOI |
|
|
5,533 |
|
|
|
745 |
|
|
Net income attributable to common stockholders |
|
$ |
12,420 |
|
|
$ |
7,898 |
|
| __________________ | ||
|
(1) |
The deferred rent related to the three months ended |
|
NOI
The Company defines net operating income or loss, or NOI, a non-GAAP financial measure, as rental revenue, less rental expenses, on an accrual basis.
In order to evaluate the overall portfolio, management analyzes the NOI of same store properties. The Company defines "same store properties" as properties that were owned and operated for the entirety of both calendar periods being compared and excludes properties under development, re-development, or classified as held for sale. By evaluating same store properties, management is able to monitor the operations of the Company's existing properties for comparable periods to measure the performance of the current portfolio and readily observe the expected effects of new acquisitions and dispositions on net income. There were 128 same store properties for the quarters ended
Cash NOI
The Company defines Cash NOI as NOI for its properties excluding the impact of GAAP adjustments to rental revenue and rental expenses, consisting of straight-line rent adjustments, net of write-offs, amortization of above- and below-market lease intangibles (including ground leases) and internal property management fees, then including deferred rent received in cash. Cash NOI is used to evaluate the cash-based performance of the Company’s real estate portfolio. Same store Cash NOI is calculated to exclude non-same store Cash NOI. The Company believes that NOI and Cash NOI both serve as useful supplements to net income because they allow investors and management to measure unlevered property-level operating results and to compare these results to the comparable results of other real estate companies on a consistent basis. Other real estate companies may use different methodologies for calculating Cash NOI and, accordingly, the Company’s Cash NOI may not be comparable to other real estate companies. The Company uses both NOI and Cash NOI to make decisions about resource allocations and to assess the property-level performance of the real estate portfolio.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260507563764/en/
Investor Contact:
833-404-4107
IR@silarealtytrust.com
Source: