CaliberCos (CWD) Q1 2026 Earnings Transcript

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DATE

Wednesday, May 13, 2026 at 5 p.m. ET

CALL PARTICIPANTS

• Interim CEO — John Loeffler
• Chief Financial Officer — Jade Leung
• Director of Investor Relations — Ilya Grozovsky

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TAKEAWAYS

• Platform Revenue -- $4.1 million, representing nearly 16% growth year over year, driven primarily by increased fee-generating activities across the real estate platform.
• Platform Adjusted EBITDA Loss -- Less than $0.5 million, narrowing by approximately $1 million (75.9% improvement) compared to the previous year.
• Fund Management Fees -- Increased by 3.7% year over year, showing growth in recurring revenue lines.
• Construction and Development Revenue -- Declined due to timing delays in project financings but expected to contribute within the year.
• Total Platform Expenses -- $5.4 million, an 11% decrease from the prior-year period, attributed mainly to lower payroll and related costs.
• Employee Headcount -- Decreased by 31% year over year, from 74 to 51 employees, as part of comprehensive cost-saving initiatives.
• Managed Capital -- $490 million, down from $517 million the prior quarter, primarily due to asset dispositions, partially offset by new fundraising.
• Estimated Performance Allocations -- $99 million at quarter-end, up from $88 million a year ago but down from $104 million the prior quarter.
• Digital Asset Treasury -- Held 507,560 Link tokens valued at approximately $4.5 million at quarter-end; sold 55,000 Link tokens for $0.5 million, redeploying proceeds into real estate financings.
• Note Holder Conversion Program -- Reduced corporate debt by $3.4 million in the period, with an aggregate $5.3 million reduced since program inception in October 2025 through voluntary conversions to Series AAA convertible preferred stock and common stock.
• 2026 Revenue Guidance -- Reaffirmed in the $18 million to $22 million range, with management anticipating both adjusted EBITDA and net operating income will be positive.
• Source of 2026 Revenue Growth -- Management projects approximately 60% to be driven by project-level financings and 40% from capital formation and asset management activities.
• Wholesale Distribution Channel Expansion -- Added 4 new producing adviser relationships in the quarter (total now 25); signed 2 additional selling agreements in April, representing 218 advisers newly approved to distribute offerings.
• Hyatt Studios Development -- Closed on acquisition and construction financing for Steamboat Springs in April; 3 of 4 investor offerings launched, fourth imminent; first of 15 planned Hyatt Studios under agreement.
• Gross Operating Profit Margin (CHT) -- Improved from 46% to 54% after hotel management transition, with similar revenue levels despite a soft market environment.
• Asset Sale (CHT) -- Sold Holiday Inn Ocotillo for $13 million in February, with proceeds earmarked for debt reduction and future trust growth initiatives.
• PIC Tokenization Initiative -- Actively working to tokenize Steamboat Springs Hyatt Studios and PURE Pickleball & Padel projects; implemented Chainlink ACE compliance platform and built-out master staking agreement for treasury yield.
• 1031 Exchange Program -- Second asset underway (Tonto multifamily project in Payson, AZ); program structured to admit investors at Caliber's acquisition cost, offering tax-deferred liquidity and a path into the Core+ fund via a 721 exchange.
• Liquidity Profile -- $24.5 million of $26.2 million corporate notes mature within 12 months; ongoing conversion initiatives and capital plans implemented to address near-term obligations.

SUMMARY

Management advanced its digital asset and tokenization initiatives, including real estate tokenization projects and the integration of Chainlink protocol, as part of a multi-pronged growth plan. The call detailed the deliberate slowing of Link token accumulation, offset by progress in platform expansion and external partnerships. Management reaffirmed full-year financial guidance and described new traction in capital formation channels, citing expanded adviser relationships and pending fund launches. The asset sale within Caliber Hospitality Trust and operational initiatives produced measurable margin improvements, while further cost discipline reduced expenses and headcount. Ongoing note conversion programs actively reduce leverage and improve equity flexibility.

• Management stated, "Our first quarter results were in line with the internal plan we built for 2026," highlighting operational execution relative to stated objectives.
• The company emphasized its positioning to "we are positioning the platform now to capture that opportunity over the coming years." with existing project tokenization and strategic pipeline developments.
• The conversion of approximately $3.4 million in corporate notes during the period reflects continued support for a lower leverage, higher flexibility capital structure.
• The transition to new hotel management within CHT delivered an 8 percentage-point improvement in gross operating profit margins, indicating immediate profitability benefits from strategic operational changes.
• Management attributed changes in managed capital to "the disposition of assets, partially offset by new fundraising," underscoring the impact of portfolio rotation on capital metrics.

INDUSTRY GLOSSARY

• Tokenization: The process of converting ownership rights to real-world assets, such as real estate, into digital tokens on a blockchain for increased liquidity and streamlined administration.
• Chainlink ACE: An automated compliance engine developed by Chainlink to enforce regulatory or operational rules within tokenized asset offerings.
• UPREIT Structure: A structure allowing property owners to contribute real estate assets to a REIT in exchange for operating partnership units on a tax-deferred basis.
• 1031 Exchange: A U.S. tax code provision allowing deferral of capital gains taxes on certain real estate sales by reinvesting in like-kind properties.
• 721 Exchange: A tax-deferred transaction where property interests, often held through a tenant in common, are converted into partnership interests or shares in a REIT.
• Tenant in Common (TIC): A co-ownership arrangement in commercial real estate where two or more parties hold fractional interests in a property and share income and expenses.
• Performance Allocations: Carried interest or incentive fees earned by an asset manager as a percentage of investment profits achieved on clients' behalf.
• Digital Asset Treasury (DAT): The company's strategy involving direct investment in digital assets, particularly with an intent to gain exposure to blockchain infrastructure and tokenized finance.

Full Conference Call Transcript

John Loeffler: Thank you, Ilya, and good afternoon, everyone. My comments today will address a few things. The first, an update on our strategic expansion into digital assets and blockchain. Second, some comments on Caliber's financial position; third, our private equity real estate platform and related project activity; and fourth, ending with an update to our revenue and profitability outlook for 2026. Before walking through these topics, I'll briefly frame the quarter. Our first quarter results were in line with the internal plan we built for 2026. Platform revenue grew nearly 16% year-over-year, and our platform adjusted EBITDA loss narrowed by approximately $1 million.

We also executed across both sides of the revenue plan we laid out at year-end, driving capital formation and project-level financings. We are reaffirming our full year 2026 guidance today, and Jade will walk through the financial details later in the call. I'll start with our digital asset strategy because I think there's more for the market to understand about what we have been building over the past 9 months than is currently reflected in our share price. Before walking through Caliber's approach, it's worth establishing the scale of the opportunity we are positioning into.

According to a recent report from Pantera Capital, the global tokenization market today represents approximately $320 billion in tracked value across 593 tokenized assets, up from roughly $200 billion in 2024. Tokenized U.S. treasuries alone have grown from nearly 0 in 2021 to approximately $12 billion today. Institutional participants now include BlackRock, Franklin Templeton, JPMorgan, Apollo, WisdomTree, Fidelity and every other major bank, which now has a tokenization strategy. This is the market that Caliber's digital asset strategy and real estate tokenization work are being built to participate in over the coming years.

When we announced our digital asset treasury or DAT strategy in August of last year, we laid out 3 priorities: first, building a treasury position in digital assets, specifically Link tokens to give Caliber and our shareholders exposure to the upside potential of the infrastructure technology we believe is core to the future of tokenized finance. Second, expanding Caliber's asset management platform in the digital asset-related products and investment vehicles, growing our fee-generating AUM in this category as well as digital asset-centric businesses, growing our earnings potential through accretive transaction.

And third, applying tokenization technology to our existing real estate funds platform to enhance capital formation, add liquidity features for investors in our funds and reduce operating costs through a more efficient investment administration. Turning back to the DAT. Over the 9-month period since we announced the strategy, the capital markets environment for digital asset treasury strategies has become significantly more difficult. The price of Link declined materially and the broader access to capital for companies pursuing this kind of strategy contracted across the marketplace. In that environment, we made a deliberate decision to slow the pace of treasury accumulation rather than continue deploying capital into a falling market. We believe that decision protected our stake our shareholders.

At the same time, we accelerated execution on the other 2 pillars of the strategy to ensure that no time was wasted waiting for market conditions to come our way. Over the past 9 months, we have built the internal team and external relationships required to tokenize our real estate offerings and are now actively working to tokenize our Steamboat Springs Hyatt Studios offering and our PURE Pickleball & Padel project, 2 of the first real estate projects in our portfolio to be tokenized.

We deepened our relationship with Chainlink, the protocol underlying Link and announced the first component of that relationship coming to fruition, the implementation we are currently executing of Chainlink ACE, an automated compliance engine on our tokenized funds. We completed the build-out of a master staking agreement that gives us the ability to execute direct staking relationships with node operators as we grow the treasury. This gives us a source of yield on our treasury assets. And we continue to build an active pipeline of potentially accretive strategic opportunities, including potential acquisitions and joint venture partnerships that could accelerate our position and goals for the growth in the digital asset and tokenization space. Turning to the treasury itself.

At the end of the first quarter, we held 507,560 Link tokens with a fair value of approximately $4.5 million. During the quarter, we sold approximately 55,000 Link tokens for proceeds of $0.5 million and redeployed that capital into our real estate platform to support the closing of project-level financings, including our Hyatt Studios development in Steamboat Springs. This is exactly how we believe a corporate treasury should function in a diversified asset management business. It provides flexibility to allocate capital where it generates the highest return for shareholders. Our real estate platform is where we're seeing the most immediate revenue growth opportunity in 2026 and the treasury supported that execution.

Looking forward, we believe the recent stabilization in Links price reflects market conditions that support our long-term thesis. To that end, we are evaluating multiple ways to harvest capital from our real estate platform, including from the short-term cash positions Caliber holds in its growing pipeline of new projects and developments to again grow our Link treasury position. We remain long-term investors in Link and long-term believers in the technology and the broader Chainlink ecosystem. We continue to see digital assets and tokenizations as a meaningful long-term growth vector for Caliber, and we are positioning the platform now to capture that opportunity over the coming years. Turning to financial visibility.

Our focus in 2026 is on executing financings and converting our existing pipeline into realized revenue. We've updated our platform performance supplement through March 31, 2026, which provides investors with a clear view of our operating business. This supplement excludes consolidated assets and focuses on the portion of our platform that directly drives shareholder value. At the end of the first quarter, our estimated performance allocations totaled $99 million, down from $104 million in the prior quarter and up from $88 million in the year ago quarter. Turning to fundraising. Managed capital at the end of the first quarter was $490 million compared to $517 million in the previous quarter and $495 million in the year ago quarter.

The decrease relative to the prior quarter was primarily driven by the disposition of assets, partially offset by new fundraising. Our underlying capital formation activity in the first quarter remained consistent with our plan, and we expect managed capital to grow over the balance of 2026 as new fund offerings come into the market. In the first quarter, our wholesale distribution channel deepened its penetration with existing selling member firms by adding 4 new producing advisory relationships, bringing our total to 25 producing advisers.

Subsequent to the end of the quarter, in April, we signed 2 additional selling agreements with new firms that together represent 218 advisers who are now approved to distribute Caliber's offerings, meaningfully expanding the pool of advisers who can begin producing for us over the coming quarters. We continue to build momentum in the wholesale channel and believe these efforts will bear fruit in the second half of 2026. Moving on to a review of our real estate platform. We remain focused on investing in hospitality, multifamily and multi-tenant industrial real estate, which we believe offers Caliber's investor clients the best opportunities in the current market environment.

Now I'll turn to updates on assets we manage and the performance of our managed real estate funds. These updates are important because our revenue is directly tied to the progress of these projects, primarily as they reach financing and development milestones. In the interest of your time, each quarter, I touch on what I think are the most important changes that occurred during and after the quarter's end, but will not attempt to comprehensively discuss every movement in every fund. Starting with Hyatt Studios, our Hyatt Studios developments continue to progress as planned. We have launched 3 of the 4 investor offerings supporting our Hyatt Studios developments with the fourth launching imminently.

The Hyatt Studios Steamboat Springs Colorado transaction closed on acquisition and construction financing in April of 2026 and is expected to break ground during the second quarter of 2026. Steamboat is the first of 15 planned and 4 identified Hyatt Studios developments under our agreement with Hyatt. Our next 2 projects that are named Scottsdale and Georgetown are in earlier stages of development, and we were highlighted recently in our April 22 announcement on the platform. We expect to share details on additional locations as projects advance through the site selection and entitlement phase.

These assets are designed to transition into long-term ownership within Caliber Hospitality Trust, which we expect would exercise an option agreement to acquire the assets once they are built and stabilized, offering Hyatt Studios investors a defined exit and CHT investors a proprietary pipeline of new income-producing hotels. I will also note that we're working to tokenize our Steamboat offering as one of the first offerings we will tokenize. Turning to Caliber Hospitality Trust, or CHT, our private REIT vehicle for acquiring and holding cash flowing hotel assets.

CHT is currently focused on acquiring high-quality hotel properties at an attractive entry price, taking advantage of a meaningful price dislocation in the hotel space, where we're seeing opportunities to buy high-quality cash flowing assets at a discount to both their inherent construction cost and to longer-term market values. We are pursuing these acquisitions through both direct cash transactions and through tax deferred contributions using CHT's UPREIT structure, which gives existing hotel owners a tax-efficient path to roll their assets into a diversified portfolio. A few notable developments in CHT this quarter. In February, we announced the sale of the Holiday Inn Ocotillo in the Phoenix Chandler submarket for $13 million.

Proceeds from that sale are being redeployed for debt reduction and to support CHT's growth initiatives. We've also made a significant change in CHT's hotel management approach. A new hotel management company has been engaged to operate 5 of the 6 assets currently in the trust. The management transition began with the Hampton Inn & Suites several months ago and has already produced results. Gross operating profit margins improved significantly from 46% to 54% while maintaining similar top line revenue levels against a relatively soft hotel revenue environment. The remaining 4 assets transitioned to new management on June 9, and we expect similar profitability improvements across the portfolio as the new operators playbook is implemented.

Finally, our pipeline of CHT acquisition opportunities has grown over the past quarter. We are actively working on refinancings across several existing CHT assets, which we expect to fund property level improvements and contribute to our financing related revenue in the second and third quarters of 2026. We look forward to announcing additional CHT acquisitions and refinancings as closing time lines firm. Moving on, our PURE Pickleball and Paddle project at Riverwalk in Scottsdale, Arizona will deliver a world-class facility featuring 50 courts, a full-service clubhouse, a fitness center sponsored by Honor Health and catering by Wolfgang Puck. PURE continues to advance towards shovel-ready status after the approval of PURE's building permits during the first quarter.

The focus now is on finalizing construction financing and rounding out the overall capital structure, which is actively in progress. We are also working on tokenization of this offering and are excited about the possibilities it will open up when complete. Turning to Canyon, our large-scale mixed-use project in North Phoenix in the TSMC and Apple Fab development quarter. During the quarter, the HUD construction loan application was approved, and we are filing our firm application shortly. Phase 1 demolition is now completed. Also, all drawings for the first building are being resubmitted and the garage is close to filing its drawings as well. Moving on to Encore.

We continue to advance site development and planning on the commercial leasing activity going on. We have an active LOI with 7-Eleven, an LOI on the apartment site. United Properties remains in escrow on the industrial side, and we're seeing activity from 2 major big box users for the retail site. On project financing, we're making continued progress with our selected financing partner and expect to close on the financing in the near term. Project execution remains tied to financing and infrastructure milestones, which we expect to advance over the coming quarters.

Caliber continues to advance its differentiated 1031 exchange offering, which provides investors seeking to place $1 million or more in 1031 exchange capital, a direct path to invest alongside Caliber in the same real estate acquisitions we are pursuing through our funds. The program is new, and it uses a tenant in common or TIC structure that partners one investor with Caliber and in some cases, with a small number of other Caliber aligned investors. Caliber serves as the administrator of the assets and related TIC interest and investors who enter through a TIC can ultimately complete a 721 exchange into our Core+ real estate fund, converting their interest into a diversified professionally managed fund on a tax-deferred basis.

The program is distinctive in the 1031 marketplace for several reasons. First, investors come in at Caliber's cost basis on the underlying acquisition rather than at the marked-up basis typical of larger DST sponsors. Second, the program's cost structure compares favorably to other 1031 offerings in the market. And third, the eventual 721 exchange path into our core real estate fund provides a long-term liquidity solution that very few 1031 sponsors can offer. We are now pursuing our second asset in the program, the Tonto offering. Tonto is a 46-unit value-add multifamily project in Payson, Arizona, where we plan to complete a light renovation while maintaining occupancy at 90% or greater throughout the renovation cycle.

The strategy is to improve the assets value and continue generating cash flow during the whole period. Value-add multifamily is a category Caliber has historically executed against well, and we are seeing opportunities to acquire multifamily assets at more attractive entry points today than we have seen in years. The Tonto opportunity is indicative of these types of acquisitions, and we expect to pursue going forward more through this type of program. We expect to announce additional 1031 exchange investments as they come into the pipeline.

In summary, the first quarter was executed according to our plan, and we expect the remaining of 2026 to be driven by the closing of project level financings across our existing portfolio, continued capital formation through fundraising and opportunities for new lines of revenue and cost savings through the tokenization of our real estate assets and Caliber's overarching digital asset strategy. Last quarter, we issued 2026 revenue and profitability guidance for the first time. Today, we are reaffirming those metrics. We continue to believe that our 2026 revenues should deliver in the range of $18 million to $22 million as both our adjusted EBITDA and net operating income will be positive.

With that, I'll turn it over to Jade to review our financial results.

Jade Leung: Thank you, Chris. Good afternoon, everyone. I'll start with an update on our efforts to address our corporate note maturities to improve our corporate liquidity position. As of the end of the first quarter, we had 148 individual unsecured notes with an aggregate principal balance of approximately $26.2 million, of which $24.5 million is scheduled to mature within the next 12 months. Each note generally has a 12-month term with an option to extend. In addition to our broader plans and efforts to address the near-term liquidity of the business, we have added an additional initiative.

During the first quarter, Caliber's Board of Directors approved a Note Holder Conversion Program authorizing the ability of holders of Caliber's unsecured corporate notes to convert their notes into Series AAA convertible perpetual preferred stock. 1/3 of the Series AAA convertible perpetual preferred stock is convertible at $2.50 per share of common stock 1/3 is convertible at $3.50 per share of common stock and 1/3 is convertible at $4.50 per share of common stock. Management believes the perpetual preferred stock structure is favorable to all shareholders as converted notes would be reclassified from debt to equity. This program supplements our previously announced Caliber Common Stock Conversion Program.

Approximately $1.5 million of notes were converted into Series AAA convertible preferred stock since the program began. Additionally, approximately $1.9 million of unsecured corporate notes were converted into shares of Caliber's Class A common stock in a voluntary conversion program elected by the individual note holders during the first quarter. Together, these actions have reduced Caliber's corporate debt by approximately $3.4 million in this round of the program and approximately $5.3 million in total since the program's launch in October of 2025. Participation in the common stock conversion program is also voluntary with terms structured in accordance with NASDAQ rules for at-the-market transactions.

We continue to believe these dual programs can reduce Caliber's leverage, improve stockholders' equity and increased financial flexibility as we execute our plan towards profitability in 2026. Over the past 12 months, we have made meaningful progress addressing our near-term liquidity, and we expect to continue making progress through a combination of capital initiatives and operational execution. Turning to our results for the first quarter of 2026. Platform revenue for the first quarter was $4.1 million compared to $3.5 million in the prior year quarter. Fund management fees increased 3.7% year-over-year, while construction and development revenue declined, primarily due to the timing of project financings.

Several financings that were expected to close in the first quarter have been pushed out, reflecting a shift in timing rather than a reduction in underlying activity, and we expect these financings to contribute to revenue in 2026. Total platform expenses for the first quarter were $5.4 million compared to $6.1 million in the year ago quarter, a decrease of 11% compared to the prior year, primarily driven by reductions in payroll and related expenses. Average employee headcount decreased 31% from the first quarter of 2025 to the first quarter of 2026 as part of our continued comprehensive cost savings initiatives to return Caliber to profitability.

This moved our total employees from 74 to 51 as of the end of the first quarter. Platform adjusted EBITDA for the first quarter was a loss of less than $0.5 million compared to a loss of $1.4 million in the prior year quarter, a 75.9% improvement. As revenues continue to strengthen, matched against an improved cost discipline across the business, we are on a predetermined yet steady path to return to profitability in 2026. In terms of our outlook for 2026, we continue to expect total revenue in the range of $18 million to $22 million.

We expect approximately 60% of revenue growth to be driven by project level financings across our existing portfolio with the remaining 40% driven by capital formation and asset management activities. Based on our current visibility into the pipeline and financing activity, we believe we are positioned to achieve adjusted EBITDA profitability and positive net operating income in 2026. I'll now turn it back to the operator for your questions.

Operator: [Operator Instructions] Your first question comes from Michael Diana from Maxim Group.

Michael Diana: So Chris, you talked about -- a lot about what you're doing here depends on financing and refinancing. Could you just give us a sense for the environment for that right now, given where the Fed is, given the Iran war, given everything? What's -- you obviously -- you're reaffirming your guidance. So you're obviously at confidence that all those financings and refinancings are going to happen. But could you give us a little more color?

John Loeffler: Yes. I wouldn't say it's back to the easy days of the kind of the pre-COVID pre-interest rate rise timing. But I would say that real estate finance tends to go in cycles. We went through a very tough cycle between 2023 and kind of the end of 2025 when real estate financing volumes were down significantly.

And while there's still a lot of challenges in loan portfolios in private credit, there's still a lot of kind of financings that are past maturity and issues across the board in commercial real estate, the ability to get new financing on existing assets and developments has never been -- has not been better for us than it has been at least in the last couple of months than it certainly has been in the last 2 years. So it is better. It's getting better. And I would be pretty surprised if it reversed course because that's typically not how it works in real estate. We typically go through kind of multiyear cycles that resolve over time.

And on the other side, because there are still quite a few assets that are at maturity or past maturity and quite a few projects that are struggling from lack of ability to refinance, that's what's driving the opportunity for us to buy discounted properties. So we have suffered through the financing environment, but it seems to be getting much better, and we're closing financings like we just did on Construction Loan and Steamboat at a really attractive kind of mid-7s rate. And we're seeing that, that financing environment is driving our acquisition opportunities.

Operator: [Operator Instructions]

Ilya Grozovsky: Great. It doesn't seem like there's any more questions. So thank you for your time today. Caliber Management will be participating in the Planet Microcap Conference on June 16 through 18 in Las Vegas. If you are attending the conference and interested in arranging a one-on-one meeting with Caliber management, please let us know or use the conference portal. Please visit our website at www.caliberco.com and follow the path for public shareholders. There, you can download our financial supplement and sign up for the mailing list specifically focused for public investors. If you have any questions, please complete the contact us form so we can get engaged with you directly. Thank you for joining the call today.

Have a good evening. You may now disconnect.

Operator: Ladies and gentlemen, that concludes today's call. Thank you for joining. You may now disconnect..

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