Modiv Industrial Inc (MDV) 2025 Q3 法說會逐字稿

Good day and welcome to Modiv Industrial Inc third quarter 2025 conference call. (Operator Instructions) On today's call, management will provide prepared remarks and then we will open up the call for your questions. (Operator Instructions) Please note that this event is being recorded.

大家好，歡迎參加 Modiv Industrial Inc 2025 年第三季電話會議。（操作員說明）在今天的電話會議上，管理層將發表準備好的講話，然後我們將開放電話會議，接受您的提問。（操作說明）請注意，本次活動正在錄影。

I would now like to turn the conference over to John Raney, Chief Operating Officer and General Counsel. Please go ahead, sir.

現在我將把會議交給營運長兼總法律顧問約翰·雷尼先生。請繼續，先生。

Thank you, Chloe, and thank you, everyone, for joining us for Modiv Industrial's third quarter 2025 earnings call. We issued our earnings release after market closed today, and it's available on our website at Modiv.com. I'm here today with Aaron Halfacre, Chief Executive Officer; and Ray Pacini, Chief Financial Officer.

謝謝 Chloe，也謝謝大家參加 Modiv Industrial 2025 年第三季財報電話會議。我們今天收盤後發布了財報，您可以在我們的網站 Modiv.com 上查看。今天和我一起出席的有執行長 Aaron Halfacre 和財務長 Ray Pacini。

Before we begin, I would like to remind you that today's comments will include forward-looking statements under the federal securities laws. Forward-looking statements are identified by words such as will, be, intend, believe, expect, anticipate, or other comparable words and phrases. Statements that are not historical facts such as statements about our expected acquisitions or dispositions and business plans are also forward-looking statements.

在開始之前，我想提醒各位，今天的發言將包含聯邦證券法意義上的前瞻性陳述。前瞻性陳述通常使用諸如“將”、“是”、“打算”、“相信”、“預期”、“預期”等詞語或其他類似詞語和短語來表達。並非歷史事實的陳述，例如關於我們預期收購或處置以及業務計劃的陳述，也屬於前瞻性陳述。

Our actual financial condition and results of operations may vary materially from those contemplated by such forward-looking statements. Discussion of the factors that could cause or result to differ materially from these forward-looking statements are contained in our SEC filings, including our reports on Form 10-K and 10-Q.

我們的實際財務狀況和經營業績可能與此類前瞻性聲明中所設想的情況有重大差異。可能導致或造成與這些前瞻性陳述有重大差異的因素的討論，請參閱我們向美國證券交易委員會提交的文件，包括我們的 10-K 表格和 10-Q 表格報告。

With that, I'd like to turn the call over to Aaron. Aaron?

接下來，我想把電話交給亞倫。亞倫？

Thanks, John. Hello, everyone. Hope you're doing well. This time we're going to do it, we're doing everything a little bit differently. Certainly had the call on a Friday in the afternoon. I'm surprised to see as many of you dialed in as you did. Hopefully you have a cocktail in your hand. But we're not going to do prepared remarks. I put a little more context into the press release.

謝謝你，約翰。大家好。希望你一切都好。這次我們要做的，一切都要有所不同。確實是周五下午接到的電話。我很驚訝有這麼多人在線。希望你手裡正拿著一杯雞尾酒。但我們不會發表事先準備好的演講。我在新聞稿中添加了一些背景資訊。

So we're going to free-for-all the questions, but I think what I'll say is kind of iteration. It's really grindy and I really like that. We purposely waited toward the end of the earnings season because some of the early reporters, it was interesting to see them come out like, wow, it's pretty solid. And then they just got s*** on in the markets. And I was like, okay, well, let's see what else comes out.

所以接下來我們將自由提問，但我認為我要說的是，這有點像是在迭代。這工作真的很辛苦，但我很喜歡。我們特意等到財報季末才發布消息，因為一些早期的記者出來後都覺得“哇，這業績相當不錯”，這很有意思。然後他們在市場上就慘敗了。我當時就想，好吧，那就看看還會出現什麼吧。

And so it was really, I really wanted to spend some time observing because candidly doesn't really move the needle when we come out. And typically when we come out, you're stacked four deep and you guys don't have a chance to breathe. And I wanted to give you a chance to breathe. And so that's the only reason. So there's nothing else into it other than that. We won't do this that often.

所以，我真的想花些時間觀察一下，因為坦白說，當我們出來的時候，並不會真正產生什麼影響。通常情況下，當我們出來的時候，你們四層人擠在一起，根本沒有喘息的機會。我想給你一個喘息的機會。這就是唯一的原因。除此之外，就沒有其他原因了。我們不會經常這樣做。

But I feel generally optimistic. I mean, look, no one knows where Powell will be in December. Are they done or not? But I think we all probabilistically underwrite that there's going to be a new Fed regime come May. And that regime has a high propensity to be easing. So at some point in the future, we should see easing. And so Modiv share price is very easy to predict in a five-minute pattern and probably on a five-year pattern but not sort of in between.

但我總體上感到樂觀。我的意思是，你看，誰也不知道鮑威爾12月會在哪裡。他們完成了嗎？但我認為，從機率上講，我們都默認聯準會將在五月迎來新的政策輪調。而且該體制極有可能放鬆管制。所以未來某個時候，我們應該會看到政策有所放鬆。因此，Modiv 的股價很容易用五分鐘模式預測，或許用五年模式預測也很容易，但介於兩者之間的模式就很難預測了。

But if you think you've got easing, you think you've got a long period of capitulation, we started to see of non-equity, and when I say non-common equity, I guess, we've seen preferred and debt deals being done, which I think are tea leaves of capital market activity. I think in July we saw, at least I got a palpable sense that there was some interest, and we saw the deals like we saw with the fundamental deal, and we saw the pre-version of the limits deal announced, and we saw the sort of elm tree, and we were starting to see pipeline, and then it kind of went like sideways in late August, September, early October, where it's just like people got spooked and their shadows were seen.

但如果你認為市場正在放鬆，認為市場將長期處於屈服狀態，那麼我們開始看到非股權交易，當我說非普通股股權時，我想，我們已經看到優先股和債務交易達成，我認為這是資本市場活動的徵兆。我覺得在七月份，至少我明顯感覺到市場對某些項目表現出了興趣，我們看到了像基礎交易那樣的交易，也看到了限制交易的預告版本，看到了類似榆樹的跡象，開始看到一些項目正在推進。但到了八月下旬、九月、十月初，情況就急轉直下，好像人們被嚇到了，他們的影子都露出來了。

For instance, we saw, we were in process bidding on a pipeline deal that we liked, and it was a company that was doing a PropCo sell along with an OpCo transaction. And they were like guns a blazing and then they pulled it. We've seen some of that stuff over the course of the last quarter. So it was a bit of sort of a volatile quarter where people thought they had a look and then the market gave them a head fake and then they're like, pausing on the margin. But I think we get this real palpable sense that there's still a lot of money on the sidelines.

例如，我們看到，我們正在競標我們很喜歡的管道交易，而這家公司正在進行 PropCo 出售以及 OpCo 交易。他們就像火力全開一樣，然後就拔槍了。過去一個季度我們已經看到了一些這樣的情況。所以這是一個有點動蕩的季度，人們以為他們看到了機會，然後市場給了他們一個假動作，然後他們就像在邊緣徘徊一樣。但我認為我們確實能真切地感受到，場外仍有許多資金在觀望。

I think still right now, a lot of people just want like bloodbath returns. They really want to shiv people who they think that are desperate. And some of those people are being picked off. We're seeing more REIT stuff that I think either they wave the white flag or they just didn't have the wherewithal or whatever. So I think that capital still really sort of, let's just be patient and let's just only get the super, super sweetheart deals.

我覺得現在很多人仍然希望看到血腥屠殺回歸。他們真的想捅那些他們認為走投無路的人一刀。而這些人有些正被逐一獵殺。我們看到越來越多的房地產投資信託基金（REIT）出現問題，我認為要么是他們舉白旗投降，要么就是他們沒有足夠的資源或其他原因。所以我認為，資本方面還是應該保持耐心，只爭取那些超划算的交易。

But if we start to see real easing and we start to see some consistent trends for REITs, I don't know if that means we need consolidation on the rest of the S&P and Nasdaq to get that or not. It's hard to say because you could argue that until tech and some of these names cool off, then no one's really going to ever consider boring REITs. But at the same time, if they force correct, is that just going to drag everyone back down? So it remains to see. It's pretty cloudy.

但是，如果我們開始看到真正的寬鬆政策，並且開始看到 REITs 出現一些持續的趨勢，我不知道這是否意味著我們需要標普 500 指數和納斯達克指數的其他成分股進行整合才能實現這一點。很難說，因為有人可能會認為，在科技股和其中一些股票降溫之前，沒有人會真正考慮投資那些無聊的房地產投資信託基金（REITs）。但同時，如果他們強行糾正，會不會反而把所有人都拖回原點？所以，這還有待觀察。天氣陰沉。

But even despite that cloudiness, I feel pretty optimistic. about what I'm seeing. And again, it's because I'm gritty and grindy and I like that. So that doesn't mean we're off to the races, but it does feel like, I mean, for us, I mean, we're like a goddamn cockroach that could survive a nuclear war. There's no real fundamental reason why we should be as durable as we are given how small we are now in the context.

但即便有這些不確定性，我對目前的情況仍然相當樂觀。再說一遍，這是因為我個性堅韌不拔、勤奮努力，我喜歡這樣。所以這並不意味著我們已經取得了成功，但感覺就像，我的意思是，對我們來說，我們就像一隻該死的蟑螂，能夠在核戰中倖存下來。鑑於我們目前在整體格局中的渺小地位，我們並沒有什麼真正的根本理由要像現在這樣持久。

I mean, there's a reminder, and I've said this before, we came out two weeks before Putin invaded Ukraine. And we came out like, what, three and a half weeks before the Fed started raising rates. So the entire publicly traded existence of us has been like dog ****. Yet we, I feel like our balance sheet is stronger. I feel like our AML is better. I feel, I just, I have much more clarity now than I did even a year ago. And so I think that leads to optimism.

我的意思是，提醒一下，我以前也說過，我們是在普丁入侵烏克蘭前兩週發表這番言論的。我們比聯準會開始升息早了大約三個半星期就出來了。所以，我們整個公開交易的歷史就像一條狗一樣。****。然而，我覺得我們的資產負債表更穩健。我覺得我們的反洗錢措施做得更好了。我感覺，我現在比一年前思路清晰多了。所以我認為這會帶來樂觀情緒。

But enough of me rambling. Let's open up to questions, shall we?

好了，我的絮叨就到此為止。讓我們開始提問吧？

(Operator Instructions) Craig Kucera, Lucid Capital Markets.

（操作說明）Craig Kucera，Lucid Capital Markets。

Hey, guys. Good afternoon. Just a few for me. Were there any one-time revenue adjustments in your other property income, and how should we think about that going forward?

嘿，夥計們。午安.我只有幾個。您的其他房產收入是否有任何一次性收入調整？我們該如何看待這個問題？

Yeah, I'm trying to get Ray to respond.

是的，我正在努力讓雷回覆。

Yeah, there was a $300,000 fee that we obtained for terminating some easement rights that are marked for property, and that's it.

是的，我們獲得了 30 萬美元的費用，用於終止某些標明屬於某處房產的地役權，僅此而已。

So to add a little clarity to that, so our north of property, which is in Melbourne Space Coast, there was a large piece of sort of underutilized, near-vacant land, and it was a former, I don't know what to call it, like a kid's park or something, like an amusement park. and that's getting redeveloped into a housing project, a townhouse type of arrangement and the prospective buyer had come to us because there were certain easements and they wanted certain rights and so we negotiated. It took a while, candidly. I would say we probably negotiated for nine to 12 months and they basically gave us a fee to sign a paper and so that's what that was.

為了更清楚地說明情況，我們位於墨爾本太空海岸北部的房產，是一大片未充分利用、近乎空置的土地，以前是一個……我不知道該怎麼稱呼它，有點像兒童公園之類的，類似遊樂園。現在它正在重新開發成一個住宅項目，一種聯排別墅式的佈局。潛在買家找到我們，是因為那裡有一些地役權，他們想要一些特定的權利，所以我們進行了談判。坦白說，這花了一段時間。我想說，我們大概談判了九到十二個月，他們基本上給了我們一筆錢讓我們簽個文件，事情就是這樣。

Got it. Will that all recognized here in the third quarter, or will we expect any additional fees going forward?

知道了。這些費用會在第三季全部確認嗎？還是未來還會收取其他費用？

That's it. One time.

就是這樣。一度。

Okay. Yeah, one time. Okay. Got it. It looks like you added another asset to the held-for-sale bucket. Can you give us some color on what you're looking to sell here, and are you actively marketing that for sale as well?

好的。是的，有一次。好的。知道了。看來您又為待售資產池增加了一項資產。能詳細介紹一下您想出售的商品嗎？您是否也積極進行銷售推廣？

Yeah, so obviously we've had Costco in the held-for-sale up until this point, and then I guess about six weeks ago we formally engaged a broker to sell Calera. So Calera is held for sale. And we're in the process right now of, I think, our anticipation is that we would try to get this sold either by the end of the year or probably early January. So that's the other property that's been held for sale.

是的，很顯然，在此之前，我們一直將 Costco 列入待售名單，然後大約六週前，我們正式聘請了一位經紀人出售 Calera。因此，卡萊拉被掛牌出售。我們現在正在進行中，我認為，我們預計我們會在年底或一月初之前完成出售。所以，這是另一個待售房產。

Got it. And speaking of the Costco property, I think KB Home was expected to extend a couple times until maybe December. Are you getting any change in sort of their viewpoint on the asset if they're still expected to close?

知道了。說到 Costco 的房產，我認為 KB Home 預計會延長幾次，可能要到 12 月。如果他們仍然預期會完成交易，那麼他們對該資產的看法是否有所改變？

Yeah, so they did extend to December. We've had some conversations recently about they're wanting to time the closing for a demolition permit. But they've got to go through their process. But as it stands right now, per the agreement we have not been heard if they're going to extend beyond December 15th. So they have one more extension that would take us through to, I think, February 15th. But right now, it's through December 15th. My bet is they'll close by then.

是的，所以他們確實把期限延長到了12月。我們最近和他們談過，他們想安排房屋交割的時間，以便獲得拆除許可證。但他們必須走完既定程序。但就目前的情況來看，根據協議，我們還沒有聽到他們是否會將期限延長至 12 月 15 日之後的消息。所以他們還有一次延期，我想應該可以延到2月15日。但目前活動截止到12月15日。我估計他們到時候就會關門。

Okay. Fair enough. and just one more for me. I feel like last quarter you were saying you were seeing an increasing number of acquisition opportunities. I'm just sort of curious based on your opening commentary, it sounds like things are maybe more loosening up and now have sort of ceased. Is that sort of your viewpoint currently or do you think things are coming back?

好的。好吧，那我再來一個。我覺得上個季度你好像說過，你看到了越來越多的收購機會。根據你開頭的評論，我有點好奇，聽起來事情似乎正在逐漸緩和，現在又好像停止了。你目前也是這種觀點嗎？還是你認為情況正在好轉？

Yeah, so it's interesting. So I would say that we were seeing some stuff in that sort of July timeframe and then, and we started throwing out some bids and then it kind of contracted because we got a little sideways. And I would say we've seen more in the last week and a half than we had probably in the prior month and a half. So I don't know what it was about it.

是啊，這很有意思。所以我想說，我們在七月左右看到了一些進展，然後我們開始進行一些投標，但後來由於我們遇到了一些阻礙，情況就有所好轉。而且我認為，過去一周半我們看到的情況比之前一個半月看到的還要多。所以我不知道它到底有什麼特別之處。

I mean, if the markets were this volatile, maybe it was because the end of summer, maybe it was because we knew we had the September Fed decision, I'm not sure. But we didn't see much and now we're starting to see more. Like now it actually feels, Look, I'm imagining it by quantity, not quality. It's starting to feel healthier. There's definitely, I mean, I think, John, Ray, I'm thinking, we've probably looked at four or five deals in the last week, right? Now quantity is, yeah, quantity is, I mean, quality is still challenging, right?

我的意思是，如果市場波動如此劇烈，也許是因為夏季結束，也許是因為我們知道聯準會將在 9 月做出決定，我不確定。但我們之前沒看到多少，現在開始看到更多了。就像現在這樣，你看，我是在按數量而不是質量來想像的。感覺身體開始好轉了。確實，我的意思是，我想，約翰，雷，我想，我們可能上週已經看過四、五筆交易了，對吧？現在數量是，是的，數量是，我的意思是，品質仍然是一個挑戰，對吧？

I mean, we, I think the one thing that, like, if you imagine us as a steel blade or a knife. We're constantly sharpening and sharpening on a grindstone and getting better at what we want, knowing better what we want. Our buy box has probably gotten a lot tighter. There's stuff that I probably would have been willing to bid on two years ago. I'm like, eh, f*** it. I'm out. I don't want to bother. We've gotten much more selective.

我的意思是，我們，我覺得有一件事，就像，如果你把我們想像成一把鋼刀或一把刀。我們就像在磨刀石上不斷打磨，讓自己變得更好，更清楚自己想要什麼。我們的購買框可能變得更窄了。有些東西，兩年前我可能願意競標。我當時就想，算了，管他呢。我走了。我不想麻煩你。我們現在更加挑剔了。

But that said, it feels right now, at least, and it's usually odd because, candidly, you don't tend to see a lot at year-end. You tend to see them waiting early January. That's where pipeline tends to pick up normally. Now you would generally think it's going to slow down because these take anywhere from 30 to 60-ish days to close, and so then you're like smack in the holidays.

但話雖如此，至少現在感覺是對的，而且通常來說很奇怪，因為坦白說，你往往在年底看不到太多這樣的事。通常情況下，你會看到他們在一月初等著。通常情況下，管道運輸會從那裡開始。現在人們通常會認為交易速度會放緩，因為這些交易需要 30 到 60 天左右才能完成，然後就正好趕上假期了。

I think that's an interesting sign. I think what we are seeing sort of key lead-wise is there's probably more PE activity going on, which I think is always an early indicator, right? PE and hedge funds, you generally consider them to be smarter capital, maybe not smart capital, than sort of people who have just got long bias or doing 1031s or something like that, where they're forced by mandate to do something. These guys are looking for something. So we have seen a little bit of PE activity pick up.

我覺得這是一個有趣的跡象。我認為我們目前看到的關鍵線索是私募股權交易活動可能會更加活躍，我認為這始終是一個早期訊號，對吧？私募股權基金和對沖基金，你通常會認為它們是更聰明的資本，或許不能說是更聰明的資本，比那些只是抱有長期投資偏好或進行 1031 條款交易或類似操作的人更聰明，因為他們是被迫按照規定行事的。這些人似乎在尋找什麼東西。所以我們看到體育課活動稍微增加了一些。

Okay, great. Thank you.

好的，太好了。謝謝。

Gaurav Mehta, Alliance Global Partners

Gaurav Mehta，Alliance Global Partners

Yeah, thank you. Following up on your comments on acquisition, Can you comment on where the cap rates are for the kind of properties you're looking at?

是啊，謝謝。關於您剛才提到的收購問題，您能否談談您所關注的那類房產的資本化率是多少？

Cap rates are mainly seven handles. That's first year, right? We've seen some eight, but mainly seven handles. Not necessarily low seven handles, but seven handles. I think brokers are certainly asking for the moon, and that's their job, and I get it. on a weighted average basis, those are probably tens, right? So now I guess, in fairness, we've seen some wider ones, but you're like, I don't want to own that. Have we seen any tighter ones? I don't know that I have right now, to be honest with you.

資本化率主要有七個檔位。那是第一年吧？我們見過大約八個把手，但主要是七個。不一定是低矮的七個把手，但必須是七個把手。我覺得經紀人確實有點貪得無厭，但那是他們的工作，我能理解。以加權平均計算，這些數字可能達到幾十，對吧？所以現在，公平地說，我們已經看到了一些更廣泛的例子，但你會想，我不想擁有它。我們看過更緊的嗎？說實話，我現在還不知道我有沒有。

Okay, thanks for that color. Second question on, I guess your asset recycling as the acquisition market picks up for your target assets. Should we expect that you may sell more assets to fund those acquisitions?

好的，謝謝你提供的顏色。第二個問題，我猜是因為收購市場對你的目標資產有利，所以你才需要進行資產回收。我們是否可以預期您會出售更多資產來為這些收購提供資金？

You should expect that we will be deliberate and systematic about asset recycling. If you think back, right, so we did the the asset recycling, the GIPR, which is a large bulk. And so just for everyone's education purposes, generally speaking, if you do seven individual transactions to seven individual buyers in a given year, that's sort of the limit from an IRS perspective. If you go over that, you tend to have to get what is called a private letter ruling to sort of get exempted relief because otherwise you might be deemed a traitor in your dealing.

您應該預料到，我們將有意識、有系統地進行資產回收。如果你回想一下，對吧，所以我們進行了資產回收，也就是 GIPR，這是一個很大的批量項目。因此，為了大家的教育目的，一般來說，如果你在一年內向七個不同的買家進行七筆單獨的交易，從美國國稅局的角度來看，這大概就是上限了。如果超過這個限度，你往往需要獲得所謂的私人信函裁決才能獲得豁免救濟，否則你可能會被視為叛國者。

So when we sold that big bunch of office and dollar stores to GIPR, that was one transaction. And then that was sort of kicked it off in earnest. We sold the one in Nashville. We sold one out in California. And then it just kind of got really super volatile. And we've been sitting on the KB thing for the Costco purchase for a while. Looking forward to that closing soon.

所以，當我們把那一大批辦公大樓和一元商店賣給 GIPR 時，那隻是一筆交易。然後，這件事就真正開始了。我們把納許維爾那套賣掉了。我們在加州賣掉了一台。然後局勢就變得非常不穩定。我們早就打算在 Costco 買 KB 了。期待盡快完成交易。

You know, as I said, OES has this purchase option, so we can't do anything with that until we actually have conversations with them, and their process is they have time on their clock, so that one just wasn't going to happen immediately. And then the solar property, we've been, it's been four years of trying to get to get a lot split. So San Diego is really difficult to work with in terms of doing anything. So that's taken on. So it's still really long in the tooth. We haven't really shown much recycling.

你知道，正如我所說，OES 有這個購買選項，所以在我們真正和他們進行對話之前，我們無法就此採取任何行動，而他們的流程是有時間限制的，所以這件事不可能立即發生。至於太陽能地產，我們已經努力了四年，才爭取到一塊地分割出來。所以，無論做什麼事，和聖地亞哥合作都非常困難。所以這件事已經接手了。所以它仍然非常老舊。我們並沒有真正展示過多少回收的案例。

And I think at the same time, we have other assets that would fly off the shelf. They would just immediately go. And what I say to these other assets is, obviously, there's the key asset, which is a non-core, but we also have in our industrial bucket some legacy assets. There's a handful. that are not absolute that I don't like because there's leakage and it's not scale efficient. Some of them are just not the very focused, sharpened knife blade of manufacturing that we want.

同時，我認為我們還有其他一些資​​產很快就會售出。他們會立刻離開。我對其他資產的評價是，顯然，關鍵資產是非核心資產，但我們的工業資產組合中也包含一些遺留資產。有一些方法我不喜歡，因為它們並非絕對可靠，而且有洩漏，擴展效率不高。有些產品並不具備我們想要的那種專注、尖銳的製造流程。

And so those would have flown off the shelf in this period of time. But at the same time, we're saying they're not hurting us. They're very comfortable credits. Let's see if we get a little bit of more stability in the cap rate markets, if the cap rates start to start to tighten, then we can comfortably roll those off, and we're not leaving a lot of chips on the table. And so I think what you'll see over the next period of time is we will continue to do that, start recycling those, and I think it'll be systematic, and we'll use, and since those have a long legacy, that we'll have to, in terms of a low basis, we've held them for a long time, that they will be 1031, or they'll be tax-sensitive, so we will be sort of timing, rolling into new acquisitions, with the advent of those being sold. Does that make sense?

因此，這些產品在這段時間內會迅速售罄。但同時，我們也表示他們並沒有傷害我們。這些都是非常不錯的信用額度。讓我們看看資本化率市場能否更加穩定一些，如果資本化率開始收緊，那麼我們就可以輕鬆地將這些持倉展期，而且我們也不會損失太多。因此，我認為在接下來的這段時間裡，你會看到我們將繼續這樣做，開始回收這些資產，而且我認為這將是一個系統化的過程。由於這些資產歷史悠久，持有時間很長，成本較低，因此我們必須利用它們進行1031條款的減值，或者說，它們對稅收比較敏感。所以，我們將把握時機，隨著這些資產的出售，將它們納入新的收購計畫。這樣說得通嗎？

Okay, thanks for that color. That's all I had.

好的，謝謝你提供的顏色。這就是我全部的家當。

Cool.

涼爽的。

John Massocca, B. Riley Securities

John Massocca，B. Riley Securities

Good afternoon. As we think about maybe over a longer time horizon, the outlook for like true growth. What's kind of interesting maybe is the Fed dynamic changes a little bit in terms of a sources of capital perspective. And I just may be hoping on your preferred stocks had a little bit of a run. There's been some smaller REITs that have been out there in the preferred market, but that would, in same people's mind, be a leveraging transaction if you did raise in that market. It's just kind of curious where we should be thinking about sources of kind of external growth capital in the future if and when the market gets a little more accommodative?

午安.當我們從更長遠的角度來看待問題時，真正的成長前景會如何呢？有趣的是，聯準會的動態在資本來源方面發生了一些變化。我只是希望你青睞的股票能稍微漲。市場上已經出現了一些規模較小的 REIT，但在一些人看來，如果你在該市場進行融資，那將是一種槓桿交易。令人好奇的是，如果市場環境變得更加寬鬆，我們未來應該從哪些方面考慮外部成長資本的來源？

Well, I think when we know the market is accommodative, I think that that would be a better time to ask that question. I think for us, and I've kind of alluded to this, that question predates that we have to grow and we have to find sources for it, right? And I kind of rebelled against that question in general right now. And I know the answer is underwhelming.

我認為，當市場環境寬鬆時，才是提出這個問題的更好時機。我認為對我們來說，正如我之前暗示過的，這個問題先於我們必須成長和必須尋找成長的來源而存在，對吧？我現在有點反感這個問題。我知道這個答案令人失望。

Like, well, if you don't have external growth capital, you can't really grow. And I was like, eh, I have several assets that can trade low sixes, and I'm going to rotate them into mid to high sevens, and so that's growth, right? And that's something to do in the near term until it makes it clear that the trend, because you think about we're in a downward trend in REITs, or we have been, generally speaking, and it's correlated to rates.

比如說，如果沒有外部成長資本，你就無法真正發展。我當時就想，嗯，我有一些資產的交易價格在 6 左右，我要把它們輪換到 7 左右，這就是增長，對吧？這是近期需要做的事情，直到趨勢明朗化為止，因為你想想，我們目前正處於 REITs 的下降趨勢中，或者說，總的來說，我們一直處於下降趨勢中，而且這與利率相關。

And so until we have clarity on where rates are, then I think we'll start to see where pricing is. A couple of ways I think about it, and I'll talk about the preferred stuff too in a second, but look at O or WP Carey. I think their dividend yields are like high fives, big fives, high fives, and we're roughly 250 basis points off of them, 250 basis points. That doesn't seem terrible to me. I don't like it. I think we're certainly undervalued. right, from a standpoint, but arguably everyone is, right?

因此，只有當利率水準明朗化之後，我們才能開始了解物價水準。我考慮過幾種方法，稍後我會談到一些比較好的方法，但先看看 O 或 WP Carey。我認為他們的股息殖利率就像五擊掌、五擊掌、五擊掌一樣，而我們與他們相差約 250 個基點，250 個基點。我覺得這不算太糟。我不喜歡這樣。我覺得我們肯定被低估了。沒錯，從某個角度來說是這樣，但可以說每個人都被低估了，對吧？

I mean, it was, oh, it's forever. It was like sub four dividend yield, and they're trading fairly wide. I mean, that's much wider than a money market, and do they have a lot of risk in them? I don't, I mean, they have risk that they may not grow, but so I think, We need to see the broader, more liquid, the more easily-bought, the easily-loved names, the big names, to start to see some love from the broader institutional community, which they haven't seen because flows into REITs have not been good. When you start to see that, then the next sign would be, okay, we're the tail.

我的意思是，哦，那是永遠。股息殖利率低於4%，而且它們的交易區間相當廣泛。我的意思是，這比貨幣市場要廣泛得多，而且它們的風險很大嗎？我不這麼認為，我的意思是，它們確實存在無法成長的風險，但我認為，我們需要看到更廣泛、流動性更強、更容易購買、更受青睞的知名企業，才能開始獲得更廣泛的機構投資者的青睞，而他們之所以沒有獲得這種青睞，是因為流入 REITs 的資金並不充裕。當你開始意識到這一點時，下一個跡象就是，好吧，我們是尾巴。

Do we start to see that? price of our share price. If it's at a realm that's accretive, then we would start to access that. But we're not there yet. And so until it is, I can't do anything with that, right? The strategic capital stuff, look, we're always looking. I think, look, we've seen three preferred deals really in the last week, GMRE, we saw Pine, and we saw FrontView. I thought the deal that Preston and Fitzgerald did was really I like that, that was clever, right? I'd love to have conversations with them and reach out to them and do it, but I think that was a clever deal, right? I think that one is a constructive deal that'll cause growth.

我們開始看到這一點了嗎？我們股票的價格。如果它處於一種累積的領域，那麼我們就可以開始接觸到它。但我們還沒達到目標。所以在此之前，我什麼都做不了，對吧？策略資本方面，我們一直在尋找。我認為，你看，在過去一周裡，我們確實看到了三筆優先交易，分別是GMRE、Pine和FrontView。我覺得普雷斯頓和費茲傑拉達成的協議真的很不錯，很聰明，對吧？我很想和他們交流，聯絡他們，然後去做這件事，但我認為那是一筆很聰明的交易，對吧？我認為這是一項建設性的協議，將促進經濟成長。

If I look at GMREs and PINEs, look, I get it, it's cheaper. That 8% preferred is cheaper than your equity was, but you got to step back. And so that answers the question, which source of capital do I want to use? And I want to step back with a primary question and say, should I be using either of those? If I have a hammer and the hammer says, hammer every male that says growth on it, then you're going to use capital.

如果我看一下 GMRE 和 PINE，你看，我明白了，它更便宜。那份殖利率 8% 的優先股比你之前的股權便宜，但你得冷靜下來好好想想。這樣就回答了這個問題：我想使用哪一種資金來源？我想退後一步，提出一個主要問題：我應該使用這兩種方法中的一種嗎？如果我有一把錘子，錘子上寫著：用錘子砸死所有身上寫著「成長」的男性，那麼你就會用到資本。

Think about it. If you just pull back on a time horizon and you underwrite that we could be in an easy environment and that this time next year our share prices could be better as a category, then won't it feel a little like a chump to have issued a bunch of perpetual preferred at 8% when you could have just waited and maybe your dividend deal and your equity could have been issued at seven and a half or seven.

好好想想。如果你放眼未來，考慮到我們可能處於一個相對寬鬆的環境，並且明年這個時候我們的股價作為一個整體可能會更好，那麼，發行了一堆收益率為 8% 的永續優先股，而你本可以等待，也許你的股息協議和股權發行價格可以達到 7.5% 或 7%，難道你不會覺得自己像個傻瓜嗎？

But clearly I get that they will make that accretive. So it's not like it's bad. It's not like they're going to destroy themselves by no means. I mean, they're probably finding paper that's, I mean, investments that are wider than that eight. So it's going to be accretive, but they are also just burdening their franchise with this thing that they're going to have to deal with.

但我很清楚他們會把這變成一種累積。所以這也不算壞事。他們絕不會自取滅亡。我的意思是，他們可能在尋找比那八項投資範圍更廣的股票。所以這會帶來收益，但他們也給自己的特許經營權增加了一個負擔，他們將不得不處理這件事。

To me, I just want to step back and say, hey, does it really make sense? Do I need to post stats for the quarter because that's what everyone else does? But that was kind of my framework about being a small REIT is the bigger guys, yeah, I get it. They've got super low cost of capital. They do need to show activity, right? But our small folks, I mean, is that the right blueprint? So many small cap REITs just try to follow this bigger mantra of the normalized REIT, and they're just not. and I know it's a circular thing.

對我來說，我只想退後一步，問問自己，嘿，這真的有意義嗎？我需要像其他人一樣發布季度統計數據嗎？但這就是我對小型 REIT 的看法，而大型 REIT 則不然，是的，我明白。他們的資金成本非常低。他們需要展現出一定的活動量，對吧？但是，對我們這些普通人來說，我的意思是，這才是正確的方向嗎？許多小市值房地產投資信託基金（REITs）都試圖遵循「標準化REIT」這種大方向，但它們根本做不到。我知道這是一個循環論證。

You say, well, if you don't grow, then you're never going to get capital and therefore, you're always going to be small and I'm like, well, maybe, but maybe you could actually create a really valuable franchise that people will buy but that's an experiment that we're doing. I fundamentally take the view that if I improve the durability and quality of the income coming in and I sort of right-size the balance sheet and make it stronger, not weaker and that I, continuously do the right things over time that as I think Warren Buffett says, when the tide goes out you'll see who doesn't have their swim trunks on.

你說，如果你不發展，你就永遠得不到資金，因此，你永遠都會是小公司。我說，也許吧，但也許你真的可以創造一個非常有價值的特許經營權，讓人們願意購買，但這只是我們正在做的實驗。我從根本上認為，如果我能提高收入的持久性和質量，並合理調整資產負債表，使其變得更強而不是更弱，並且隨著時間的推移不斷做正確的事情，那麼正如沃倫·巴菲特所說，當潮水退去時，你就會知道誰沒穿泳褲。

And so, right now, I don't know where those buckets of -- I know the categories of where those buckets of capital is, but I don't have a line of sight to tell you, yeah, I've got someone who's going to give me equity at $18 a share. Because if I did, I would just I would take it and I would go put it to work. but I haven't seen it happen in the big REITs, so I don't expect it to happen for us necessarily right now.

所以，現在，我不知道這些資金池在哪裡——我知道這些資金池的類別在哪裡，但我無法告訴你，是的，有人願意以每股 18 美元的價格給我股權。因為如果我有的話，我會直接拿去用。但我還沒看到大型房地產投資信託基金出現這種情況，所以我不認為這種情況現在一定會發生在我們身上。

Okay. With the in-place portfolio, just kind of broadly, what's the feeling amongst tenants as you reach out, given maybe we have a little more certainty even versus the last earnings call around the tariff outlook and still some uncertainty, but just kind of curious how they're feeling and if there's anything maybe notable from a tenant credit perspective worth calling out.

好的。就現有投資組合而言，大致來說，當您聯繫租戶時，他們的感受如何？考慮到與上次財報電話會議相比，我們對關稅前景的確定性可能更高一些，但仍然存在一些不確定性，所以很好奇他們的感受，以及從租戶信用角度來看，是否有任何值得注意的地方。

Now look, most of these operators quarters don't move that much, right? They look annually, they look at cycles, they're getting orders. I think the tariff news is, if anything, it's old, right? I mean, the volatility is certainly tempered. I mean, you tell me, I don't think we've heard a verdict yet on the Supreme Court. and even if we do, there's two other tariffs that he can implement and so no one f****** knows, right?

你看，這些業者的住所大多不會常搬遷，對吧？他們每年都會進行觀察，他們會關注週期，他們會收到訂單。我認為關稅方面的新聞，充其量已經是舊聞了，對吧？我的意思是，波動性確實有所緩和。我的意思是，你告訴我，我覺得最高法院還沒做出裁決。即使有了裁決，他還可以實施另外兩項關稅，所以誰也說不準，對吧？

But what we do know is it hasn't, there's no been, there's no blood in his streets and our businesses are operating. I mean, most of our businesses buy US and sell US, right? We own a lot of durable businesses. So we haven't seen anything, we haven't seen anything new on the radar that says, oh no, this is tariffs are going to squeeze us. I think, look, People would love to have clarity on tariffs. I think tariffs do economically impact you. But the near-term noise is there's not really been anything.

但我們知道的是，這種情況並沒有發生，他的街道上沒有流血，我們的企業也正常運作。我的意思是，我們大多數企業都是買賣美國產品，對吧？我們擁有許多可持續發展的企業。所以，我們還沒有看到任何跡象，也沒有任何新的跡象表明，哦不，關稅將會擠壓我們。我認為，大家都很希望關稅問題能夠明朗化。我認為關稅確實會對經濟產生影響。但就目前來看，並沒有發生什麼實質的事情。

And we kind of said, I think two quarters ago, that most of our, the vast majority of our tenants learned from COVID and then the first Trump administration it's not the first time he's talked about tariffs, that they didn't want to have dependencies on places that could get squeezed, AKA China, right? And so, a lot of them over the ensuing years have mitigated that risk as this is good business practice.

大約兩個季度前，我們曾說過，我們的大多數租戶，絕大多數租戶，都從新冠疫情以及川普第一屆政府（這並非他第一次談到關稅）中吸取了教訓，他們不想依賴那些可能受到擠壓的地方，比如中國，對吧？因此，在隨後的幾年裡，許多公司都降低了這種風險，因為這是一種良好的商業慣例。

And that happens to look like a good reaction to the near-term conversations about tariffs, but we haven't heard anything recently or at all. Since our first conversations, I think everyone was alarmed because like Liberation Day, people are like charged, right? And now it's like, yeah, okay, let's wait till we actually know something else. And then maybe we can then sort of re-forecast, but nothing yet.

這似乎是對近期關稅討論的一種良好反應，但我們最近沒有聽到任何消息，或者根本沒有聽到任何消息。從我們第一次交談開始，我覺得每個人都很緊張，因為就像解放日一樣，人們情緒高漲，對吧？現在的情況是，好吧，我們還是等等，等我們真正知道一些事情之後再說吧。然後或許我們可以重新預測一下，但目前還沒有任何進展。

Okay. And then on just kind of line item by line item basis, probably more likely into 2026, what's the potential impact to property operating expense, maybe even typically like a net property operating expense from completing the former Costco headquarters transaction and even maybe even the Calera if you're able to sell Calera's former property?

好的。然後，逐項分析，可能到 2026 年，完成 Costco 前總部交易以及 Calera 前物業（如果能夠出售）後，對物業運營費用的潛在影響是什麼？例如，完成 Costco 前總部交易的淨物業營運費用。

So I would give you characteristics that right now, as we roll, I'd say that Costco, Delta on operating expense needs to be the fee, right? So the extension fees is we're probably running, we're probably bleeding about $40,000 a month on that property, right? you're not going to, so there's a fair amount of CapEx, but we have also gotten these extension fees that sort of offset that from an ASO perspective, but there's probably about $40,000 a month to bleed on that, how we think about it in sort of third quarter.

所以，我會給你一些特點，就目前而言，隨著我們不斷推進，我認為 Costco 和 Delta 的營運費用需要收取費用，對吧？所以，我們可能每個月在這處房產上要支付約 4 萬美元的延期費用，對吧？你不會這麼做，所以會有相當多的資本支出，但我們也獲得了這些延期費用，從應用商店優化 (ASO) 的角度來看，這在某種程度上抵消了支出，但我們估計在第三季度，每月可能要為此損失大約 4 萬美元。

Calera actually, it's been lumpy. You got security fences in there, things like that. If we get that flushed out, I don't think you're going to see, and Ray, you correct me wrong, I don't think we're going to see world-changing property expenses go down just because those clear out. We're fairly neutral on that, but I mean, there's a little bit of movement in 2026. I think as we get rid of some of, we have a hand, like I said, a small handful of non-absolute triple nets, I think on the margin that could reduce property expense next year. But Ray, what are your thoughts on property expense?

卡萊拉其實一直都很崎嶇不平。那裡有安全圍欄之類的設施。如果我們把這些問題徹底解決，我認為你不會看到，雷，如果你錯了請糾正我，我認為我們不會僅僅因為這些問題得到解決就看到改變世界的房地產支出下降。我們對此持比較中立的態度，但我的意思是，2026 年可能會有一些變化。我認為，隨著我們擺脫一些（就像我說的，我們手中有一小部分非絕對所有權的三淨租賃房產），我認為這在明年可能會降低房產支出。但雷，你對房產支出有什麼看法？

I think it'll go down a bit, maybe $100,000 or so. But I think as we sell some of the other properties, as we do the recycling, there are some others where there's some leakage. And so over time, it'll probably go down a little bit further.

我認為價格會略微下降一些，大概會下降10萬美元左右。但我認為，隨著我們出售其他一些房產，以及進行回收利用，還有一些房產有洩漏問題。所以隨著時間的推移，它可能會進一步下降一些。

Does that help?

這樣有幫助嗎？

That's very helpful. I appreciate all that detail. That's it for me. Thank you very much.

那很有幫助。我很欣賞你提供的所有細節。就這些了。非常感謝。

Great. Thanks.

偉大的。謝謝。

Steve Chick, Sebis Garden Capital.

史蒂夫·奇克，Sebis Garden Capital。

Hey, thanks. Guys, I'm wondering if you could or if you know of what the same store rental income would be. You know, rental income is down 2%, but I think there's a, and overhang obviously from Costco and solar is probably in there as well. Do you calculate what same store rental income would be or a figure like that?

嘿，謝謝。各位，我想問問你們是否了解或知道同樣的店舖租金收入是多少。你知道，租金收入下降了 2%，但我認為其中肯定有 Costco 和太陽能發電帶來的負面影響。你是計算同店租金收入，還是計算類似的數字？

We don't. And I think the general view reason why is because there's so much movement in our portfolio that we have, you know. But I think it's fair that once we complete our recycling that that would be and we think we're largely baked, particularly if we don't have external growth capital. I think it's fair that we would start implementing same SOAR. We may try to run that for you and publish that sometime before your end or something like that, but I don't think we have a handy writing to you.

我們不。我認為普遍的看法是，因為我們的投資組合中有很多變動，你知道的。但我認為，一旦我們完成了回收利用，我們就基本上完成了，尤其是在我們沒有外部成長資本的情況下。我認為我們應該開始實施相同的SOAR（自動化、自動化和快速回應）方案。我們可能會嘗試為您運行該程序，並在您那邊之前發布，或者類似的事情，但我認為我們沒有現成的文檔可以給您。

No, but I'd say that our overall average is 2.5% rent growth a year just based on escalations in the leases. That gives you some idea of what's happening there.

不，但我認為，僅根據租約中的遞增條款，我們的整體平均租金年增長率為 2.5%。這能讓你對那裡發生的事情有個大致了解。

Yeah, and I would characterize it as we recycle those, a lot of the legacy ones have the lower bumps, their twos or their every five kind of thing, every five years. So I think that if you look at, there's a pie chart on our website that shows kind of the weighting of those. A lot of the stuff that we put in the last two years or last three years, sort of average north of 2.5%. So I think over time that could trend that way.

是的，我會這樣描述：我們回收這些舊款產品，許多老款產品的凸起較低，例如每五年或每兩年更換一次。所以我覺得，如果你看一下，我們網站上有一個圓餅圖，顯示了這些權重。過去兩三年我們投入的很多東西，平均報酬率都在 2.5% 以上。所以我認為隨著時間的推移，這可能會朝著那個方向發展。

Okay, that's helpful. And then can you say, I didn't catch it, on solar, did you say when you thought that property would be resolved or sold?

好的，這很有幫助。然後，你能否說，我沒聽清，關於太陽能，你有沒有說過你認為該房產何時能夠解決或售出？

We're a lot, lot closer than we ever were. I mean, so we literally started this process in 2021, where we engaged consultants and went through the process. And so we're four years into it. We're doing some blasts. So we had to get the split and negotiate certain easements and then have the city look at it.

我們之間的關係比以往任何時候都更加親密了。我的意思是，我們實際上是從 2021 年開始這個過程的，當時我們聘請了顧問並完成了整個流程。就這樣，四年過去了。我們正在進行一些爆炸性試驗。所以我們必須先分割土地，協商某些地役權，然後再讓市府來審查。

And ultimately, I don't have the details 100%, but at a high level, we had to do some modest construction work to the entrance of the driveway to meet the new ADA compliance standards of the city. And so it took us a while to get them to give us the green light to do the construction. The construction is now underway, which is not a very long job. It's probably a couple weeks.

最後，我雖然不能百分之百確定細節，但總的來說，為了符合該市新的 ADA 合規標準，我們不得不對車道入口進行一些適度的施工。因此，我們花了好長時間才獲得他們的許可進行施工。目前施工正在進行中，這項工程不會持續很長時間。大概需要兩週。

But then we have to go back and then get approval of all that stuff. But my guess right now, it's been a constant debate internally. There are some people who think we can get it done by year-end, and I generally sort of hedge the downside, so I think it's a first-quarter event. Ideally, it's an early first-quarter event, but who knows? But once we're locked and loaded, then that property will be taken to market, so that'll be another hell for sale.

但是之後我們還得回去重新審批所有這些事情。但我猜測，這在公司內部一直是個爭論不休的問題。有些人認為我們可以在年底前完成，但我通常會考慮降低風險，所以我認為這將是一個第一季的事情。理想情況下，這會是第一季初的活動，但誰知道呢？但一旦我們準備就緒，那處房產就會被推向市場，那又將是一場銷售噩夢。

And the tenant is just finished. They left in September. They're leasing in September. They cleaned it all out. It's a beautiful box inside. You know, it's good. You know, we've had people, we've had brokers come and looking at it. You know, our intent is not to lease it, but it's to sell it to an owner user. And we think that's the best end result for that property.

租戶剛搬走。他們九月離開的。他們九月開始租房。他們把所有東西都清理乾淨了。裡面是個很漂亮的盒子。你知道，這很好。你知道，我們已經接待過一些人，也接待過一些經紀人來看過這處房產。你知道，我們的目的不是出租，而是賣給自用業主。我們認為這是該房產的最佳最終結果。

Okay. All right. Thanks. That's helpful. I appreciate it.

好的。好的。謝謝。那很有幫助。謝謝。

There are no questions at this time. I would now like to turn the conference back to Mr. Halfacre. Please go ahead.

目前沒有問題。現在我想把會議交還給哈夫克雷先生。請繼續。

Great. Thank you, everyone. Appreciate what you've, for you dialing in and listening. We look forward to giving you updates as time goes ahead. Hope you have a great weekend. I hope you can all rest up for the Thanksgiving holiday. And for those who are curious, we will not be at NAERI. I don't want to go to Dallas in December, and it's just not relevant for us, I think, at this point. But enjoy the conference, and I wish you guys all the best.

偉大的。謝謝大家。感謝你的撥入和收聽。我們會隨著時間的推移，及時向您提供最新消息。祝你周末愉快。希望大家都能好好休息，迎接感恩節假期。對於那些好奇的人來說，我們不會參加 NAERI。我不想在十二月去達拉斯，而且我覺得，就目前而言，這對我們來說也無關緊要。但願你們享受這次會議，祝你們一切順利。

This concludes today's conference call. Thank you for participating. You may now disconnect.

今天的電話會議到此結束。感謝您的參與。您現在可以斷開連線了。