CaliberCos Inc.

Thank you for standing by. My name is Jordan and I'll be your conference operator today. At this time, I'd like to welcome everyone to the Caliber Third Quarter 2025 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there'll be a question and answer session. If you'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. 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 Grasovsky, Vice President of Investor Relations and Corporate Development. Please go ahead. Ilya Grasovsky, Vice President of Investor Relations and Corporate Development.

Please go ahead. Good afternoon, everyone.

Welcome to Caliber's third quarter 2025 Financial Results Conference call. With me today are Chris Loeffler, Chief Executive Officer and Co-Founder, and Jade Leong, 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 anticipates refer to our best estimates as of this call, and there can be no assurances that these will actually take place. So our actual future results could differ significantly from these statements. Further information on the company's risk factors is contained in the company's quarterly and annual reports filed with the Securities and Exchange Commission. It is now my pleasure to turn the call over to Chris. Please go ahead.

Thank you, Ilya. Good afternoon, everyone.

The third quarter of 2025 was truly a transformational quarter for Caliber. During the quarter, we expanded our business into digital asset investments, starting with the launch of our digital asset treasury, or our DAT strategy. This DAT is anchored in Chainlink's LINK token, which we believe represents the best opportunity to invest in the infrastructure underlying decentralized finance. As the world of decentralized finance, or as it can often be referred to, DeFi, is still new to many, I'll take some time to share our point of view with you and where we see the opportunity. As we discuss DeFi, I'll also use the term digital finance to help you understand the differences between digital finance and traditional finance. One of the most active trends in finance as a whole is the movement of traditional finance, or TradFi, on-chain, or onto blockchain technology. This is also called the merging of TradFi and DeFi. Caliber's strategic decision to expand into digital asset investing positions the company at the forefront of this global trend. It also marks our expansion from a pure play real estate asset management company to a diversified alternative asset manager, offering exposure to our shareholders across both real and digital assets. In connection with this expansion, we strengthened our balance sheet by raising more than $30 million which improved our liquidity, reduced debt, and positioned Caliber for continued growth. We began accumulating LINK tokens under our new DAT policy, and to our knowledge, Caliber is now the first and largest LINK-based treasury company among U.S. public companies. We also established the Caliber Crypto Advisory Board, or CCAB, bringing in leading experts from across blockchain, capital markets, and digital infrastructure to guide our expansion in this new asset class. Caliber has always sought the best people and advice it can find. And as we expand our business, we will continue to grow our reach in this new category of investment. Speaking to the first of three Caliber Advisory Board members, Peter Dorius brings a significant compliance, structure, financial management, and technical expertise to Caliber regarding digital assets and blockchain. Blake Janover says, executed as the CEO of one of the most successful digital asset treasury transformations in the public markets this year, with his company becoming the first DAT investing in the Solana token. And Michael Trupek has been a longstanding board member of Calibers, as well as the financial architect of the public listing of Core Scientific, one of the largest Bitcoin mining companies in the United States. Speaking to our DAT strategy, our goal is to continue building Calibers link holdings in a disciplined, and measured manner. The early stage of this strategy is focused on LINK accumulation and staking our tokens. Staking is a process that generates an annual yield to caliber on its tokens held in treasury, similar to a cash treasury generating annual interest. Our strategy offers investors who choose to invest in CWD stock rather than LINK token directly the ability to obtain an actively managed leveraged position in the future of LINK. as well as the ability to generate a higher annual yield per token than they may otherwise be able to obtain. Beyond accumulation of LINK and staking for yield, our long-term vision is to utilize Chainlink's infrastructure along with other elements of DeFi to tokenize Calibre's real estate funds and the underlying real estate in those funds. The tokenization of real-world assets, including Private equity real estate funds like those that Caliber creates and manages is beneficial to improving the operations of those funds, improving the liquidity for investors in each fund, and improving the transparency for fund investors to understand what they own and what it is worth, and ultimately accelerating fundraising for Caliber and its family of funds through tokenized offerings. Caliber joins many of the great financial institutions in the United States in making a serious commitment to DeFi and the tokenization of its assets. Just in the last few months, we've seen the largest asset managers in the world, exchanges, and banks in the United States take advantage and take action to tokenize a wide range of financial instruments, including stocks, bonds, and mutual funds. Commonly in the DeFi community, the discussion turns from tokenizing stocks and bonds to tokenizing private funds in real estate. This is the next frontier for tokenization, and Caliber expects to be an innovator in this space. While our business has expanded, our long-term objective continues to be ensuring that Caliber produces consistent, profitable growth while maintaining an annual EBITDA margin of 25% or greater on a sustainable basis. Touching on the real estate private equity industry that Caliber competes in, the backdrop for commercial real estate continues to improve. We're seeing clear signs of stabilization in asset values, which we believe sets the stage for a multi-year opportunity cycle, one that aligns with Caliber's strengths in complex value-add and distressed transactions. The passage of the One Big Beautiful Bill made the Opportunity Zone program permanent in the U.S. tax code and reinstated 100% bonus depreciation These provisions created strong tailwinds for Calibre's fund strategies and are expected to bolster fundraising and deployment activity across our platform. We remain focused on investing in hospitality, multifamily, and multitenant industrial real estate, which we believe offers Calibre's investor clients the best opportunities in the current market environment. Turning to financial visibility, We have updated our platform performance supplement through September 30th, 2025. As a reminder, this supplement excludes consolidated assets to provide investors with a clear view of Caliber's operating business, the part of our financials that directly drives shareholder value. At quarter end, Caliber's estimated performance allocations for our carrying interest totaled 90.5 million, up sequentially from 84.8 million, We've continued to report this number each quarter since publishing it in our 2024 10K to help investors better understand how incorporating carried interest in the book value transforms the view of Caliber's underlying net worth. The full supplement is available on our website, and we encourage all shareholders to review it for additional insight to our true economic value beyond GAAP results. Continuing some business updates, fundraising continues to strengthen in the third quarter, led by growth in our wholesale distribution channel. Managed capital reached $506 million, up from $498 million in Q2 of 2025 and $485 million in the same quarter last year. Wholesale fundraising production in Q3 exceeded all of 2024 combined. We added three new selling group relationships and a total of eight firms contributed to revenues during the quarter. This momentum demonstrates that our distribution model is scaling and sets us up well for continued fundraising growth into 2026. Now I'll turn to updates on the assets that we manage and the performance of our managed real estate funds. In the interest of your time each quarter, I 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. These updates matter because as Caliber shareholders, you benefit from the fees and carried interest generated by our managed funds and assets. While you may not directly own those underlying properties, your returns are tied to the success of the investors and the funds that we manage, so their performance is our performance. Starting with our Pure Pickleball and Padel project at Riverwalk in Scottsdale, Arizona, this development will deliver a world-class Pickleball and Padel facility featuring 50 courts, a full service clubhouse, and a fitness center sponsored by Honor Health. During the third quarter, our joint venture signed a 10-year exclusive agreement with Wolfgang Puck Catering, part of Compass Group, the largest food service provider in the country, to provide all food and beverage operations across Pure's restaurants, concessions, and event spaces. As part of this agreement, we believe Compass Group will deliver a significant amount of annual corporate event business to Pure, And that, combined with Caliber's expert asset management team, will drive the project's profitability. On September 12th, we completed and submitted our full construction document set, which has been accepted for review by the Salt River Pima Maricopa Indian community. This marks the start of the building permit process, the final step before vertical construction begins on the 186,000 square foot facility. We expect construction to take roughly 15 months once the permits are approved. Turning to Canyon Village, our large-scale mixed-use project in North Phoenix, the team has advanced to working drawings, with demolition permits expected immediately. Initial construction activities will proceed in parallel with final design completion. We've secured a $57 million construction loan commitment from the U.S. Department of Housing and Urban Development, or HUD, to finance Phase 1 of Canyon. The underwriting process is ongoing, and we expect to close in the first quarter of 2026, subject to customary closing conditions. This long-term fixed-rate financing structure may improve project economics and may have the potential to boost returns beyond those modeled in the current pro forma. Canyon is well located to benefit from major regional investments, including TSMC or Taiwan Semiconductor's $165 billion semiconductor plant, in Phoenix, and Apple's announced $100 billion U.S. infrastructure expansion. Adjacent to our project, we are pleased to share that the planned $800 million redevelopment of the former Metro Center Mall, now branded the Metropolitan, has moved into active construction, strengthening the area's demand drivers and positioning Canyon for long-term success. At Encore, we made steady progress on financing and development during the quarter. Last week, the project was approved by Town Council in Johnstown for a Special Improvement District, or SID, financing, which provides for approximately $14 million in infrastructure financing via the sale of bonds. Engineering and permitting for Highway 34 are complete, and final and civil utility construction plans have been approved. The overall onsite infrastructure buildout is expected to take approximately 14 months following the start of construction. Caliber continues to advance negotiations with several national retailers for pad sites, and property sales are targeted to begin in late 2026, following substantial completion of the on-site improvements. In terms of Caliber's primary hotel investment vehicle, Caliber Hospitality Trust, we are working on refinancing several of the hotels in the CHT portfolio and using the capital for improvements to the properties in order to grow their net operating income. We continue to advance a strong pipeline of acquisition opportunities for CHT, including both cash transactions and tax-deferred portfolio acquisitions. We look forward to announcing these acquisitions once closing timelines are firmly established. Overall, the third quarter was a turning point for Caliber. We strengthened our balance sheet with more than $30 million in new capital, reduced debt, and launched our digital asset treasury. expanding Caliber into a diversified alternative asset manager with exposure to both real and digital markets. Operationally, we made meaningful progress across our core projects, advancing financings, permitting, and construction milestones that position our funds and assets for value creation in the quarters ahead. Our fundraising momentum continues to build, supported by the growing reach of our wholesale distribution channel and a favorable legislative environment for opportunity and zone investing. Taken together, these accomplishments create a stronger and more resilient platform with improved liquidity, expanding uses of fee income, and a clear path towards sustainable profitability in 2026. With that, I'll turn it over to Jade to review our platform financial results and provide more insights into Calibra's business performance.

Thank you, Chris. Good afternoon, everyone.

I wanted to start with an update on the improvement of Caliber's balance sheet. During the third quarter, we raised about $30 million in gross proceeds via both our Series AA and newly issued Series B preferred stock. In addition to the common stock we issued through our ELOC and ATM programs, our Series B are a perpetual convertible preferred that converts at $250 per share. And at the end of Q3, we held approximately $10 million in cash, $10 million in our linked digital treasury, and transformed our nearly $17 million in negative shareholders' equity into a positive $6 million of shareholders' equity. A few weeks ago, we announced that we believed we had met the NASDAQ listing requirements of a minimum of $2.5 million in shareholders' equity, and our Q3 results will prove as such. Our delisting notice came as a result of the application of certain complex technical accounting conclusions around our consolidation model, and we believe we have and will continue to take the necessary measures to meet and maintain compliance with this requirement going forward. Turning to an update on our corporate notes, as of the end of Q3, we had 194 individual unsecured notes with an aggregate principal balance of approximately $31.5 million. of which about 24.4 million will mature within the next 12 months. Each note generally has a 12-month term with an option to extend for an additional 12 months. Subsequent to the end of the third quarter, we announced that Caliber's Board of Directors approved a noteholder conversion program authorizing the ability of holders of certain of Caliber's unsecured corporate notes to convert their notes into shares of the company's Class A common stock. The program allows note holders to convert notes in tranches, each tranche allowing up to an aggregate of 3 million to be converted. Participation in the program is entirely voluntary, with conversion prices determined according to NASDAQ's rules for market transactions. The program is expected to significantly reduce leverage, improve stockholders' equity, and increase financial flexibility as Caliber advances towards its goal of profitability in 2026. The first $1.9 million in voluntary conversions has already been filed with the Commission. We also continue to address the debt, address our corporate debt via our two preferred stock offerings, a Series A and a Series AA. The Series A is our private placement convertible preferred stock through which we can raise up to $15 million. To date, we have raised approximately $2.4 million. In Series AA, The Series AA is a Reg A-plus offering to raise up to $20 million. Half of the proceeds from the Series AA are expected to be used to repay mature corporate notes. The other half will be used for general corporate purposes, including funding Caliber's plans for growth. To date, we have raised approximately $3.2 million. We believe these measures are a part of a holistic plan of strong corporate finance, and they will help us manage satisfying our commitments as they come due. Now turning to our results for the third quarter of 2025. 2025 Q3 platform revenue was approximately $3.5 million, a decrease of 52.7% from the prior year quarter. While we saw modest expansion in our asset management fees, overall fund management fees declined due to one-time revenues earned in the same quarter of 2024 from opening new funds. We also saw a meaningful slowdown in our construction and development activities of approximately $2.5 million compared to the prior year same quarter. We continue to identify and close on financings for our projects. And while we have seen some improvement in the financing market, closing timelines have elongated. Project financing that we expected to be closed and available for Q3 has pushed into Q4 and Q1 of 2026, at which time we anticipate our construction and development revenues will rebound. Total platform expenses in Q3 were $5.5 million, a decrease of 47% compared to last year's Q3 expenses of $10.4 million, primarily due to a decrease in operating costs related to payroll and payroll-related expenses. Average employee headcount decreased 44% from Q3 2024 to Q3 2025, as part of our continued comprehensive cost-saving initiatives to return Caliber to profitability. We are now seeing and will continue to see the impact of our cost reduction efforts we began implementing this time a year ago. These impacts on our performance translate to platform-adjusted EBITDA loss for the third quarter of 700,000 compared to a platform-adjusted EBITDA of 2.4 million during the same period a year ago. Managed capital was $506 million, a 4% increase compared to the year-ago quarter.

I'll now turn it back to Ilya for your questions. Operator, we're ready for questions. Thank you. As a reminder, if you'd like to ask a question, press star one on your telephone keypad. We'll just take a moment to compile the Q&A roster. We have a question from Brendan McCarthy from Sedoti. Your line is live.

Great. Hey, Chris. Hey, Jay. Appreciate you taking my questions today. I just wanted to start off on the digital asset treasury. Chris, I think you started off by mentioning there's an opportunity for higher annual yield per token, per staked linked token, I should say. Can you expand on that and how that would ultimately materialize?

Sure. I will attempt to do that. How are you doing, Brendan? I hope everything's going good. Good. Good, good. We have discovered as we've entered into the space that Link in particular and, you know, the token underlying Chainlink has maybe a different staking structure and mechanism than others that you might be familiar with. And so, I'll just, I'll cover it with a little bit of granularity if you'll permit me the time. So in essence, there's about 45 million tokens that are available to be staked. The majority of them are staked by Chainlink and the team itself within the company. And the purpose of staking is to provide collateral value against the operation of the decentralized Oracle network. And so the magic of what Chainlink does is it basically powers the... ability for a lot of traditional financial institutions, and I'm talking institutions like JPMorgan Chase and Swift and S&P Global and the United States federal government and many others that are utilizing Chainlink in different ways, to access blockchain and public chains and to do business on-chain. In order to do that, instead of saying, okay, we're going to be the single provider of data to you, and that data is going to come from one one node that could fail or could have a problem, it's a decentralized network of nodes. There's lots of different node operators who validate the data that goes into, that kind of flows through the Chainlink Oracle network, and those decentralized node operators have to have a stake, or they essentially, an amount of collateral at stake, that if they're having failures in their delivery of data or they're delivering bad data, that they could be at risk for. So, The stake in the token of LINK is critical to the operation of Chainlink, the Oracle network, and essentially for their ability to deliver the services that they provide to the market. So to make a long story short, there are a lot of different ways to get your LINK staked into the pool. But with about 700 million tokens out there and only about 45 million available to be staked, it's a relatively small stake. pool of access that any investor could get into in the first place. There's something called the community pool that is about 5 million tokens and it's full and it's got a waiting list. So if you go out and buy some LINK tokens yourself and say, hey, I'd like to generate some return off of these tokens rather than just hold them for appreciation, You can stake them in the community pool. You have to get in line. You have to go through a waiting period. And at some point in time, when someone pulls their tokens out of the community pool, you can put yours in. In my estimation, it will take quite a while for you to get a sizable amount of your link staked. The other option is you can do something called liquid staking, which is kind of a further, I would say a riskier version of staking for a variety of different reasons that I won't go into on the call. In the community pool, you're earning about 4.3%. What Calibre has discovered is as the first institutional sort of public holder and investor in linked token, we've gotten outreach from many of the best node operators in the Chainlink system where we can essentially stake our tokens directly with the node operator themselves and generate a much higher yield on our investment. We estimate that could be around 8% to 10%. That's what we've discovered is just by holding a large portion, being able to do business directly with a node operator, we could get a better rate of return essentially in our tokens, which I think is pretty attractive for shareholders.

Absolutely. That's very interesting, and I appreciate the detail there. And I know in the press release it mentioned that Caliber isn't staking any linked tokens at the moment, but as far as timing, are you able to provide any color as to when you might be able to realize some of that income from staking?

Yeah, we're actively pursuing these opportunities, and certainly the level of detail I have has come from real discussions with node operators. So we expect to be able to announce, and we will as we get some of our links staked, we'll make public announcements so you can track with us.

Got it. Got it. I wanted to talk about your initiative with, you know, tokenizing, you know, real estate funds and interest in the funds. Just curious as to, you know, how far away, you know, we might be from actual, you know, tokenization of your assets and bringing them onto the blockchain. I know it's really an initiative that we've seen across, you know, many different kinds of securities, including equities. But just curious as to whether you are, you know,

making any incremental capex into you know tokenizing assets at this point or maybe how far away we are from that yeah i was um you know um as my dad taught me where where there's a will there's a way um and when you when you the reason why we wanted to build a digital asset treasury and chain link was we we do believe it's the fundamentally the most undervalued opportunity in crypto um and by investing in linked tokens, we're investing in the underlying infrastructure of digital finance. We don't have to bet on who's going to use Bitcoin more or Solana more, or we're making a bet basically on the fact that more and more finance will be digital in the future, which we think is a very strong and thoughtful bet, buying essentially the picks and shovels of the change for Having said that, we don't know everything yet, and we thought the smartest move to enter into digital finance was to establish a treasury, and that would attract investors. some of the best and brightest to us. And that seems to be what's happening. So since we made the announcement several months ago, and we've announced our intentions and what our strategy is, we've started to get connected to, I'd say, a slew of incredibly smart people that are helping us to navigate those decisions. And what I've learned is that you know, what I thought would have been maybe a six to 24-month type process because of the complexity of it is probably not nearly as long of a process as you would think. It's easier to tokenize a simple public security like a stock versus a private fund, but that doesn't mean it's meaningfully more difficult to tokenize a private fund. So We're in the process of exploring it. I expect that we will make progress and report our progress out pretty consistently. And the benefits to tokenization are really three things. First, better operations. So in essence, the ability to run the platform Calibre has already built in a more efficient manner and hopefully in a more profitable manner. Two, secondary liquidity. So if an investor owns a fund, the fund's been tokenized, they can maybe make a decision to sell their shares outside of the fund manager's decisions, which could be interesting to many. And then third is, and very cogent for Calibre's growth, is primary capital. So to the extent we have a really interesting project, like our Pickleball project, where we think that tokenizing and offering and distributing it more broadly would be interesting to investors. We can do that and raise more capital, hopefully more quickly, and hopefully at a great price. So we see a lot of value in tokenization of funds and assets. We didn't enter the space claiming to be experts, but we seem to be attracting some great experts to the business.

That's great. That's really interesting. Just looking at the Over in Europe, I think that they've begun to tokenize certain stocks and equity securities. But do you see any large or notable regulatory hurdles to tokenizing private real estate funds?

Yeah, I would say that there's a couple of things that we're all waiting on. We're waiting on the passage of this Clarity Act, which will be the bill that just provides, not surprisingly, clarity. to what is a security and what is a utility token. Our point of view is that Chainlink itself is a utility token and not a security, but it appears from what we're seeing from the SEC that if you're gonna tokenize something that is a security itself, then that token itself will also be treated as a security, which makes a lot of sense, kind of common sense, actually. So there are some really interesting companies that are tokenizing securities. We most recently saw, I think the big headline was when Tesla tokenized its equity and it was up like 15% in a day or something incredible like that. And the value of tokenizing these equities is now these stock trades 24 hours a day in any venue across the world instead of only on a single exchange. that can be interesting. If you have an interesting story, like in Calibra's example as being the first digital asset treasury company in linked token, that may be interesting to investors around the world. So, are there regulatory hurdles to tokenizing public equities and bonds in mutual funds? Those seem to be, those seem to have been overcome. As it relates to private funds, if you're going to tokenize a private fund, and you don't have the ability to sell or make a market in that private fund securities, that's where you're going to have, you know, clarity will be helpful from the regulators on how to do that.

And if you can do that in what manner you need to do it.

Understood. I appreciate the detail there. Just a couple of quick questions on, on the real estate side of the business. So it sounds like there's been solid momentum in wholesale fundraising and I think you mentioned so far, or just in Q3, it exceeded all of 2024. Do you expect that momentum to continue, and what's really been driving the momentum there?

Thanks, yeah. Not surprising to us. Wholesale is a channel you need to dedicate yourself to. First, you have to prove yourself to advisors over the course of months and years. And as you start to do that and start to perform, those advisors will adopt and increasingly adopt our products into their practice. And so what we expected was a slow and somewhat expensive process to get infused into the channel, which is what we've been doing for the last two years. And then we expected at some point in time to start to see momentum pick up. I'd say we're still in the very, very early innings of our expectations around what wholesale can do for this business.

Great, great. That's good to hear. And last question here, just regarding the outlook for positive adjusted EBITDA in the back half of this year. Is that still really in Q4 at this point? Is that still a realistic expectation?

Yeah, I think we said in our last call we expected that the fourth quarter could be profitable with positive adjusted EBITDA. That was really driven by some of the event-driven financings that Jade mentioned during his portion of the call. Some of those financings have just been pushed out due to timing and the slowness of the capital markets these days. Some of them into the fourth quarter from the third quarter and some potentially into the first quarter. So that outcome for Q4 is really dependent on those financings closing in the quarter for the quarter or if they get pushed into the first quarter of next year. The bad news is they're somewhat delayed. The good news is that they're all still happening.

So we're really just talking about timing. Got it. I appreciate the detail. And congratulations on the balance sheet improvement. That's all for me. Thank you very much. There are no further questions for Q&A.

I'd like to turn the call back over to Ilya Grozovsky for closing remarks.

Great. Thank you for your time today. Caliber Management will be participating in the Benchmark Discovery Conference in New York on December 4th. 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 today's call and have a good evening.

This concludes the meeting. You may now disconnect.