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Thursday, Nov. 12, 2026
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CaliberCos Inc. (NASDAQ:CWD) reported its third quarter results, focusing on a dual-business strategy that separates its foundational real estate investment platform from its growth-oriented tokenization services division. Management reported that cost containment efforts have led to two consecutive quarters of positive platform adjusted EBITDA, despite a prolonged commercial real estate downturn now in its fourth year. The company revised its full-year revenue guidance downward to reflect tighter credit conditions that have delayed the closing of construction and permanent financing for several projects. Management indicated that its focus remains on protecting client assets while preparing to capitalize on distressed middle-market opportunities during a strategic buying window expected to run through 2027. Additionally, the company is executing a note restructuring program to address maturing corporate debt and improve liquidity.
Operator: Ladies and gentlemen, I apologize for the delay. We will begin momentarily. You will be placed back on music hold until the call begins. You for your patience. Hello, and thank you for standing by. Name is Lacey, and I will be your conference operator today. At this time, I would like to welcome everyone to the Caliber Third Quarter 26 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session.
If you would like to ask a question during this time, simply press star followed by the number 1 on your If you would like to withdraw your question, press star 1 again. Thank you. I would now like to turn the call over to Ilya Please go ahead.
Ilya Grozovsky: Good afternoon, everyone. Welcome to Caliber's Third Quarter 26 Financial Results Conference Call. With me today are Chris Loeffler, Chief Executive Officer and Co-Founder and Michael Rosales, acting chief financial officer of Caliber. Please note that we have a quarterly earnings presentation, which will serve as a supplement to today's prepared remarks. You can access the presentation in the Investor Relations section of our website at www.caliberco.com. After management's commentary, we will open the call for questions. As a reminder, the information discussed today may include forward looking statements that involve risks and uncertainties.
Words like believe, expect, and anticipate refer to our best estimates as of this call and there can be no assurances that these will actually take place. So our actual results could differ significantly from these statements. Further information on the company's risk is contained in the company's quarterly and annual reports filed with the Securities and Exchange Commission. We will also refer to non GAAP measures including platform results, and platform adjusted EBITDA. Reconciliations to the most directly comparable GAAP measures are included in our earnings release and supplement available on our website. It is now my pleasure to turn the call over to Chris. Please go ahead.
John C. Loeffler: Thank you, Ilya, and good afternoon, everyone. I hope you all are enjoying this fall holiday as much as we have. Today, my comments will address a couple things. 1 is our real estate investment platform. Where it stands and what it is built to do. Number 2 is our tokenization business, and the progress we have made so far this quarter. And number 3 is our outlook for 2026. Before walking through these topics, I will briefly frame the quarter for you. Platform revenue grew approximately 9% year over year, and our platform adjusted EBITDA was positive for the second consecutive quarter.
A year over year improvement of $800,000 Michael will walk through the financial details later in the call. Caliber is 1 public company with 2 businesses. The first is our real estate investment platform, which is sponsored, built and managed middle market real estate for 17 years. And it produces substantially all of our revenue today. The second is Caliber tokenization services, which we launched in August to bring tokenization to private real estate funds starting with the funds that we manage. The 2 have different objectives, The real estate platform is our foundation. And our objective for it is steady, consistent profitability. Tokenization is our growth engine.
And it is designed to grow through scale technology partners rather than a large internal team. I will share our results with you on both businesses in that order. Starting with our real estate platform, commercial real estate is now in the fourth year of a downturn that began with the rate increases of 2022. It has certainly lasted longer than we expected. Our focus through this period of time has been protecting our clients' funds and assets and preparing Caliber for the other side of the cycle. This year showed us how uneven that path can be. In the middle of the year credit loosened and loans started getting closed again.
Since then, the Federal Reserve raised interest rates in September, Long term rates rose, while most of the market expected them to hold or come down, and lenders have moved back sharply into a defensive posture. This has caused some of our projects to slow down their timelines, because our projects depend on construction and permanent financing. This is the reason we revised our revenue guidance which I will come back to. The extended down cycle also presents opportunities for CALIBER, In the letter I published to shareholders in February, I said the best buying window in this cycle would run from 2025 through 2027. And I still hold that view.
We believe that tighter credit makes it more likely that distressed opportunities come to market for acquisition as more owners face maturities they cannot refinance. We believe investors will see the same opportunity and look to Caliber as a way to capture it. While we do not control interest rates, or this protracted real estate cycle, we do control our cost base. Over the last 2 years, we have sized it to the revenue this business produces in a slow market. And as a result, platform adjusted EBITDA has now been positive for 2 consecutive quarters. This cost containment has shown that Caliber's business does not need to get significantly bigger to return to steady profitability.
In the third quarter, recurring fund management fees were $3.1 million of our $3.8 million of platform revenue. Roughly 82% of our revenues were recurring in nature. What the downturn has taken away is the transaction activity that drives our 1-time revenues, As an example, this includes financing fees, development, construction, and brokerage fees, all earned as projects close or make progress. And importantly, it has taken away the ability to sell many of the assets in the funds that we manage. Sales is how the $95.9 million of performance allocations that we carry would be realized. We expect transaction fees and the opportunity to harvest performance fees to return as conditions stabilize and improve.
And we can see that evolving positively now. Steady profitability from this business is 1 of the primary ways we intend to retire our corporate notes over time. We are also converting notes into stock, We have discounted payoff options secured on part of the notes. We are evaluating other ways to repay that debt. Michael will walk through the significant progress we have made on this front in the third quarter. Turning to financial visibility, we have updated our platform performance supplement through the end of the third quarter, 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 third quarter, our estimated performance allocations totaled $95.9 million compared to $95.7 million at the end of the prior quarter and $90.5 million at the end of the third quarter of 25. Turning to fundraising, managed capital at the end of the third quarter was $498 million up from $495.6 million at the end of the previous quarter, with $8.4 million of new capital raised during the quarter. The third quarter was the wholesale channel best fundraising quarter in more than 3 years. For wholesale, this quarter nearly matched the entire first half of 26.
Capital came from 9 firms, so production is no longer leaning on a handful of relationships. it is spread across the selling group base that Caliber has been building throughout the year. On Hyatt Studios as an example, we signed our first 2 selling agreements 1 for Steamboat and 1 for TSMC. In parallel, the first Caliber Hyatt Studios offering was onboarded at Schwab, Fidelity NFS, and Community National Bank. With many other custodians in process. Getting each offering approved by major custodians opens up a distribution to a broader universe and we added 1 additional producing advisor relationship in the quarter as a result.
We deepened Caliber's commitment to this channel by being admitted to the Institute for Portfolio Alternatives, or the IPA, a members only organization in the alternative investment space. In direct fundraising, the results from our client base of over 2,000 investor families produced a solid third quarter, with sequential growth of over 200% and year-over-year growth of over 100%. While this growth was driven off a baseline figure that is lower than our historical average, it is indicative of a trend we expect and hope will continue. Highlighting our point of view that investors see real estate as an attractive asset class at this point in time.
Now I will turn over to updates on assets we manage and the performance of our managed real estate funds. We remain focused on investing in hospitality, multifamily, and multi tenant industrial real estate which we believe offers Calibre's investor clients the best opportunities in the current market environment. These updates are important because our revenue is directly tied to the progress of these projects, particularly as they reach financing and development milestones. In the interest of your time each quarter, I will touch on what I believe 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.
Our Hyatt Studios developments continue to progress as planned. During the quarter we broke ground on our Hyatt Studios Steamboat Springs project and we also purchased a 2.5-acre site for our Hyatt Studios TSMC project in Phoenix, Arizona. We now hold a hotel development site minutes from TSMC, which is a $265 billion investment in US based semiconductor manufacturing. We also recently announced that we took both of these offerings live, with tokenized ownership, so investors can now choose between traditional paper ownership and digital token when they invest in these assets. All of these assets are designed to transition into long term ownership within Caliber Hospitality Trust Inc.
Or CHT, which we expect would exercise an option agreement to acquire the assets once built and stabilized. Offering Hyatt Studios investors a potential exit path and CHT investors a proprietary pipeline of new income producing hotels. Turning to CHT itself, the Fund remains focused on acquiring quality hotels at attractive entry points, through both direct purchases and tax deferred contributions, under its UPREIT structure. As we described on our last call. The owner centric hotel management structure we described last quarter is now in place, and we look forward to reporting results as it matures.
This new approach to hotel management, named Caliber-TriStar starts with 5 managed assets and is already delivering enhanced operating results for CHT's assets, while reducing overall management costs. Our website at www.caliberhospitality.com has been updated to reflect this innovative new structure and we look forward to sharing the financial impact of this business line as it continues to contribute to Calibre's revenue and earnings. Turning to the portfolio, 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 revenues as those refinancings close. As we discussed in our prior calls, the CHT acquisition pipeline is rebuilding.
And we expect to close on the first new acquisition of an asset in CHT in December. Driving AUM growth into CHT. Our pure pickleball and paddle project in Riverwalk in Scottsdale had an exciting third quarter. During the quarter, we took the PURE offering live with tokenized ownership and now investors can choose if they want to get a token, or the traditional path with paper. As we bring existing equity on chain, we anticipate this tokenization structure will assist in new fundraising, and broader distribution of the opportunity to own a share of the PURE business. PURE also launched the inaugural season of the Arizona Club Pickleball.
The league has 42 teams, 32 PURE Academy teams, and 10 outside teams, and approximately 270 players competing across 11 divisions spanning elementary school, middle school, and high school. As well as adult men's and women's competition at multiple skill levels. Running these programs generates revenue for PURE today, and builds brand awareness. The current membership waitlist for PURE's Scottsdale location is over 2200 people. PURE remains on the path to break ground once construction financing we described in the last quarter closes. Turning to Canyon, which is an adaptive reuse project in North Phoenix turning underutilized Class A office into attainable luxury apartment homes, in the TSMC and Apple fab development corridor.
The project remains on the path towards a HUD construction loan, closing that we described on our second quarter call with anticipated closing to occur in the first quarter of 27. At Encore and across our Johnstown developments, site planning, commercial leasing and project financing remain on the path we described in our second quarter call. We anticipate a new construction loan closing in the first quarter of 27, to advance these projects forward. Tokenization. Now onto our second business, the growth engine. For the uninitiated, permit me to share what tokenization is and what it means for our industry. Tokenization replaces the paper records of a private fund with a secure digital record.
Think of it as taking the paper security an investor purchases when buying a real estate fund and transforming it into a digital security. Similar to how stocks used to trade on paper and now trade online. But making that digital security a piece of software that can be programmed with many interesting features. We believe tokenizing a fund can lower fund operating costs and make valuations more transparent and, over time, as regulation permits, make positions easier to transfer or borrow against. Tokenization does not change the underlying real estate investment it makes a good investment better to own, but it does not make a bad investment good.
On November 4, we took 3 more offerings live with tokenized ownership. The Caliber Hyatt Studios Steamboat, Caliber Hyatt Studios at Phoenix and TSMC, and the new Caliber Hyatt Studios Feeder Fund, which is designed to help investors gain diversified exposure across our Hyatt Studios platform. They follow Pure Pickleball and Paddle, which went live in August. Together, the 4 offerings represent more than $110 million of combined maximum offered equity, exceeding our initial $100 million target.
This is the amount of offering the offerings can raise, not capital already raised, and we are working to bring all of the capital the offerings have already raised on chain and we will be raising new capital into the offerings directly into the tokens. In August, we also launched Caliber tokenization services, This is a tokenization services business which offers the same full service capability Caliber has employed to tokenize its own funds to a select group of third party clients. CTS operates under the brand Tokenized by Caliber, and is launching by servicing family office clients who own and operate significant real estate portfolios.
It is a fee based service, and Calibre anticipates earning 1-time implementation fees along with maintenance fees. The funds Caliber manages are its first client, so the business has revenue at the outset. And the funds Caliber manages will benefit through lower overall operating costs. As the team at CTS perfects their process, look for future announcements of third party client engagements. CTS delivers its tokenization services through scaled technology partners. This allows Caliber to avoid taking on significant new overhead while being able to deliver the outcomes our clients and funds expect. Because of this efficient business model, we are excited about the growth potential of CTS.
We are not providing revenue projections for it today, but we do expect to report it on its own revenue line in the future. A critical first outcome of building CTS is the production of Caliber's automated net asset value calculations, also known as NAV, or in our case, CNAV, which is still in development. Maintaining regular valuations that are meaningful and simple for investors to understand has always been both a challenge and an opportunity for the private funds industry. CNAB is designed to give investors a clear view into what their investment is worth, and we intend to offer it to the industry as a whole. Starting with our tokenization services clients.
Our linked treasury was unchanged during the quarter, at 229,000 tokens, with a fair value of $3.3 million at September 30, reflecting an increase of $1.6 million in value for the quarter. Let me close where I started. 1 company, 2 businesses. Our real estate platform is not a legacy business. It is our foundation, its cost basis is sized to the market that we are in, and platform adjusted EBITDA has been positive for 2 consecutive quarters.
The timing of its revenue moves with the market Development and financing fees are earned at milestones such as loan closings, and with lenders back in a defensive posture, several transactions we expected to close in the fourth quarter have now moved into 2027. That is why we revised our 2026 total revenue guidance to $15 million to $17 million in range, from $18 million to $22 million in the prior range. The revised range assumes no improvement in the financing environment through the end of the year. Importantly, we are reaffirming our guidance for positive platform EBITDA for the full year in 2026.
The company made significant progress in improving our balance sheet, as reflected in our corporate note restructuring program, has driven an improved outlook in the business going forward. And tokenization is our growth engine, We are building it on the funds we manage first, and it is designed to scale through technology partners rather than headcount, and we are making solid and consistent quarterly progress. With that, I will turn it over to Michael to review our financial results.
Michael Rosales: Thank you, Chris. Afternoon, everyone. I will 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 third quarter, we had 145 individual unsecured notes with an aggregate principal balance of approximately $25.6 million of which $18.7 million has matured or will mature within the next 12 months. The notes generally have either a 12-month or 36 month term, and 12-month holders have the option to extend. These notes are unsecured obligations of CaliberCo, Inc. The parent company. Not of the funds we manage. At September 30, CaliberCo had $1.8 million of cash not including cash held by the funds that we consolidate.
As in prior quarters, our 10-Q includes going concern language, our cash and other liquid assets are not sufficient to repay these maturities in full. And our plans to address them depend on actions by noteholders, investors, lenders, and other counterparties. We continue to execute the strategies described in our filings to address these maturities. This quarter, holders of $14.3 million of notes he elected to participate in the note exchange program we launched in September. Approximately $2.9 million was exchanged into new 6% notes that amortized monthly. And $600,000 was exchanged into Series AA preferred stock.
Holders of the remaining $10.8 million executed a payoff option that gives Caliber the right to repay those notes at 80% of principal or approximately $8.6 million in cash. Together, these elections address approximately $13.1 million or approximately 62% of the $21 million of corporate and convertible notes that we disclosed as maturing Within 12 months in our second quarter 10-Q. We are working to raise the capital to exercise those payoff options and that capital is not yet committed. We believe this effort can reduce Caliber's leverage improve stockholders' equity, and increase financial flexibility.
On our NASDAQ listing in August, we received a notice under the $1 minimum bid price requirement, We have until February 17, 2027 to regain compliance, with a possible second 180-day period, and we intend to take the steps available to regain compliance. Although there can be no assurance we will. Our 10-Q also describes a new NASDAQ market value standard. That rule is currently state and we have not received any notice under it. Our market value is currently below the rule's $5 million threshold and we are monitoring it along with our other listing requirements. Turning to our results for the third quarter of 26.
Platform revenue for the third quarter was $3.8 million compared to $3.5 million in the prior year quarter. The increase primarily reflects higher fund management fees and development and construction fees. Partially offset by lower financing fees. On a consolidated GAAP basis, which includes certain funds we consolidate, total revenue for the quarter was $4.3 million compared to $3.6 million and net loss attributable to Caliber was $5 million compared to $4.4 million. That includes a $700,000 or $0.07 per share out of period correction to how net loss was attributed between Caliber and noncontrolling interests in the first and second quarters. The correction has no effect on consolidated net loss total equity, or cash.
Platform results exclude those consolidated funds and the release reconciles the 2 views. Total platform expenses for the third quarter were $5.1 million compared to $5.2 million in the prior year quarter. A decrease of approximately 3%. The decrease was primarily due to lower general and administrative expenses including lower D&O, consulting and event costs partially offset by higher operating costs from payroll, bonuses, and the reclassification of franchise taxes into operating costs. Platform net loss for the third quarter was $4.3 million compared to $4.4 million in the prior year quarter. The third quarter includes a $3.9 million non-cash deferred tax provision recorded as we finalized our 2025 federal tax return.
It reflects the 80% annual limit on how much taxable income our net operating loss losses can offset. It is not a cash tax payment. Before income taxes, platform net loss was $400,000 compared to $4.4 million. That improvement primarily reflects a $1.6 million increase in the fair value of our digital assets compared to a $700,000 decrease a year ago, and $500,000 lower interest expense. Our share count has grown over the past year as we converted notes into stock, and raised equity. That reduced our debt and it diluted existing stockholders. The per share figures are in the release. And their year over year change mostly reflects that larger share count.
Platform adjusted EBITDA for the third quarter was approximately $100,000 compared to a loss of $700,000 in the prior year quarter. An improvement of approximately $800,000. We continue to implement cost discipline across the business, which positions us well for our 2026 platform adjusted EBITDA guidance. Managed capital totaled $498 million at the end of the third quarter. A decrease of 1.5% compared with the end of the third quarter of 25.
In terms of our outlook for 2026, we now expect total revenue in the range of $15 million to $17 million revised from $18 million to $22 million reflecting longer financing timelines for several transactions as credit conditions tightened and assuming no improvement in the financing environment, through the end of the year. We are no longer providing net operating income guidance Based on our current visibility into the pipeline and financing activity, we are reaffirming our guidance for platform adjusted EBITDA profitability for 2026 as a whole. I will now turn it back to the operator for your questions.
Operator: At this time, I would like to remind everyone, in order to ask a question, please press star-1 on your telephone keypad. There are no questions. Thank you. Oh, I do see a question. We just had Michael Diana from Maxim Group queue up. Please go ahead.
Michael Diana: Hey, Chris. I see that. Or you mentioned that your target audience or your target customers for CTS are family offices. Might that help you also expand your universe of investors in your funds?
John C. Loeffler: Hey, Michael. Hope you are doing well. Yeah. We think of it almost like cash flow positive advertising. We think if we can help a family office client to tokenize and modernize their real estate holdings and frankly make it easier for them to manage their own portfolio.
And gain greater visibility of their portfolio They may, through that experience, also enjoy getting to know the rest of our team and may have an interest in some of the other projects that we are pursuing either from an investment perspective or from an opportunity to joint venture on projects We also are looking at a lot of our family office clients who have faced the same challenges we have faced through COVID with their hospitality assets. And, we are hopeful that as we execute this tokenization service for them, we might find that they have a hotel or more that they could contribute into the CHT strategy.
So I think your question is astute, and it starts with first, getting them into an engagement where we can work on a confidential basis, to help them improve their visibility to the portfolio they own. And quite a few of these family offices have maybe 20-30 family members But typically 1 or 2 that actually manages the real estate side of the of the family business And so it is a. I think it is a godsend to that 1 or 2 people to be able to more broadly distribute information to the rest of the family and give the family a clear understanding of what they own.
Michael Diana: Yeah. That makes a lot of sense. And you mentioned that it is designed to grow through technology partners. It you just give us an example of that?
John C. Loeffler: Sure. Sure. So when you do a tokenization project, it is 1 word, but it comprises many different services that are combined to create this outcome. And what Caliber examined was do we want to build those services in house or do we want to partner with the best in the business in each component of the services? So as an example, compliance. In a private real estate fund, typically, the sale. The resale of the securities is restricted under Reg D. Investors need to be typically accredited or qualified. They have to be verified, with their backgrounds you know, KYC, AML, all of that.
And that process of maintaining and examining compliance in who actually holds the real estate investment can be automated We are partnered with Chainlink in deploying their automated compliance engine it is called ACE. So that all of our tokenized funds have a capability in place to manage compliance And if our investors who buy a share of our fund, for example, decide they wanna resell that share in the market, they could potentially list it and sell it on an exchange. The buyer would accept the purchase. The seller would accept the sale.
But we, as the fund manager, through this compliance engine, would have the ability to review and approve the trade and ensure that the new buyer and the new holder of our fund was a compliant holder of our securities. So it is a fantastic engine that they have built, and partnering with Chainlink and many other scaled technology partners who each do a component of what they do is how we have been able to bring together the service.
Michael Diana: Alright. Okay. Thanks very much.
John C. Loeffler: No problem.
Operator: Again, if you would like to ask a question, please press star-1 on your telephone. There are no further questions at this time. I would like to turn it-- we have a question now from Betty Block You may go ahead. Betty, your line is open. Betty, your line is open. You may have your phone muted.
John C. Loeffler: Operator, we will take that 1 offline since it seems like it is not working. Okay. Thank you for your time today. Caliber will be participating in the 15th annual Stonex Discovery 1-on-1 Investor Conference on December 10, at New York Athletic Club in New York City. If investors would like to schedule a 1-on-1 meeting, please reach out to their Stonex Benchmark contact. Or to the company directly. 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 on the mailing list specifically focused on 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, and have a good evening.
Operator: Ladies and gentlemen, this concludes today's call. You may disconnect.
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