Mitch Germain

Mitch Germain asked about RMR Group's strategy for private capital fundraising, specifically inquiring if the recent hiring of Peter Welch for international capital formation represents a new global focus or an enhancement of existing efforts. He also questioned the specific real estate products RMR is targeting for capital raising, given their diverse portfolio and debt pipeline.

Answer

President and CEO Adam Portnoy clarified that Peter Welch's hire, alongside Mary Smendzuik, bolsters RMR's existing global fundraising ambitions, particularly in Asia and the Middle East, rather than signifying a new direction. Portnoy further explained that RMR, as a vertically integrated player, can deploy capital across various sectors but is currently prioritizing the launch of a multifamily fund in 2026, alongside continued investments in loans and retail, with select development opportunities. He noted a market trend of increased interest in office and multifamily, and less in industrial and lending.

Mitch Germain asked about the strategic impact of Peter Welch's hire on RMR's private capital fundraising efforts, specifically whether it globalizes or bolsters existing strategies, and inquired about the specific real estate products RMR is targeting for capital raising, including multifamily, development, retail, and debt.

Answer

President and CEO Adam Portnoy clarified that Peter Welch's addition significantly bolsters RMR's private capital fundraising team, with Peter focusing on ex-U.S. capital (Asia and Middle East) and Mary Smendzuik on North America, enhancing global reach. Adam Portnoy also explained that RMR's vertically integrated platform allows capital deployment across major sectors. For 2026, the primary focus is launching a multifamily fund, seeded by RMR's balance sheet, alongside continued loan origination (via Seven Hills), retail investments, and select development opportunities. He noted a market shift with less interest in industrial and lending, more in office, and sustained interest in multifamily.

Mitch Germain from Citizens Capital Markets and Advisory asked about the target fundraising size for the residential venture, the strategy for its $1 billion pipeline, the service revenue run rate for RMR Residential, and clarification on the components of the projected $2.2 million acquisitions EBITDA. He also requested a detailed explanation of the company's dividend coverage and complex corporate structure.

Answer

President and CEO Adam Portnoy stated the residential venture aims to raise about $300 million in equity and clarified that RMR will continue to pursue joint ventures to keep its acquisition pipeline active during fundraising. CFO Matthew Jordan explained the current RMR Residential service revenue is a stable run-rate for the near term, as AUM has shrunk due to asset sales completing their business plans. Jordan also confirmed the $2.2 million EBITDA forecast includes owned multifamily and retail assets. He then provided a detailed breakdown of the dividend, explaining it is covered by distributable earnings from the operating partnership (ARMOUR LLC) and a cash reserve at the holding company (RMR Inc.) that has over three years of runway.

Mitch Germain from Citizens JMP asked about the residential investment strategy, questioning if it was a pivot to individual JVs from a fund, and sought clarity on the drivers for the sequential decline in earnings guidance, the significant drop in EBITDA margins, and the fee structure for new multifamily investments.

Answer

President and CEO Adam Portnoy clarified the strategy involves RMR funding the GP interest itself, which has attracted LP partners, and confirmed the approach will include both JVs and on-balance-sheet seed investments for a future fund. CFO Matt Jordan attributed the earnings decline primarily to a seasonal and client-driven halving of construction volumes, along with a drop in enterprise values and seasonal compensation increases. Jordan explained the margin compression is due to the residential platform currently being a breakeven business, with a goal to return to the 50% range as it grows. He also detailed the fee structure as an upfront acquisition fee, a share of earnings as GP, and ongoing property management fees.

Mitch Germain questioned whether the current seed investments in the loan and multifamily platforms are sufficient to attract institutional partners, asked about other strategies being pursued, queried the outlook for base management fees, and sought clarity on the sustainability of revenues from OPI amid its refinancing efforts.

Answer

CEO Adam Portnoy stated that RMR might add more assets to the credit and residential vehicles but noted significant interest could allow for syndication before closing on future residential deals. He also revealed RMR is exploring other strategies in industrial, retail, and development. CFO Matt Jordan guided for flat base management fees next quarter, as various factors are expected to offset each other. Regarding OPI, Portnoy affirmed that RMR is planning to manage the REIT for the foreseeable future despite ongoing bondholder discussions.

Mitch Germain asked about the timeline for exiting low-margin Property Management contracts and whether JLL is observing any institutional pullback in real estate allocations, particularly concerning cross-border capital.

Answer

Kelly Howe (CFO) confirmed that low-margin Property Management contracts are being exited as they conclude, with intentional churn expected through the first half of next year. Christian Ulbrich (CEO) stated that JLL is not seeing a significant institutional pullback, noting increased interest from Asian and Middle Eastern investors and a loosening of hesitation from overseas investors in the U.S. He anticipates improved cross-border capital allocation, especially to the U.S., due to Europe's slower recovery.

Mitch Germain asked about the timing and duration of exiting low-margin property management contracts, inquiring if they would burn off over a couple more quarters. He also questioned if JLL observed any institutional pullback in real estate allocations, despite strong fundraising and investment sales momentum, and if this indicated an improvement in cross-border capital allocation.

Answer

CFO Kelly Howe confirmed that the intentional exits of low-margin property management contracts are expected to continue through the first half of next year. CEO Christian Ulbrich stated that JLL has not observed a significant pullback from institutions in real estate allocations. He noted that while there was some hesitation from overseas investors regarding the U.S. in Q2, this has since loosened, with healthy interest from Asian and Middle Eastern investors to increase real estate allocations. Ulbrich suggested that the relative attractiveness of the U.S. has increased, leading to an expected improvement in cross-border capital allocation.

Mitch Germain of Citizens Capital Markets asked if policy interruptions were primarily affecting larger transactions and whether a client shift from Class A to A-minus office space could impact future leasing revenue.

Answer

CEO Christian Ulbrich confirmed that policy uncertainty had a greater impact on very large Capital Markets transactions, where JLL has a high market share. Regarding the office leasing shift, CFO Kelly Howe stated they are not seeing a significant impact on their pipeline. Ulbrich added that this trend is a long-term positive for the project management business, which will benefit from upgrading these A-minus buildings.

Mitch Germain inquired about the future of W. P. Carey's remaining operating properties, specifically hotels and a student housing asset, as potential sale candidates. He also asked about the lower rent recapture on retail leases and whether it was related to Helveg.

Answer

Brooks Gordon, Head of Asset Management, confirmed plans to sell or redevelop the four operating hotels (including three former net lease Marriotts and one Hilton) and is evaluating the sale of the remaining UK student housing property as a near-term candidate. He clarified that the lower rent recapture on retail leases was due to two AMC theaters, unrelated to Helveg, where rents were rolled down to keep them operating, noting it's a very small piece of ABR.

Mitch Germain inquired about the future of W. P. Carey's remaining operating properties, such as hotels and student housing, asking if they are also sale candidates. He also questioned if the lower rent recapture on retail leases was primarily due to Hellweg and if this trend is expected for future re-leases.

Answer

Head of Asset Management Brooks Gordon confirmed that the four operating hotels and one remaining U.K. student housing property are under evaluation for sale or redevelopment, with some potentially closing in 2026. He clarified that the lower retail rent recapture was unrelated to Hellweg, instead attributing it to two AMC theaters where rents were rolled down to keep them operational, emphasizing it's a very small piece of ABR.

Mitch Germain asked for details on the composition of the non-core asset disposition bucket beyond self-storage and about the expected cadence of investments versus sales.

Answer

CEO Jason Fox clarified that while self-storage constitutes the bulk of planned non-core dispositions, the pool also includes student housing and an operating hotel. He reiterated the goal of achieving a positive spread of approximately 100 basis points between disposition cap rates and reinvestment cap rates. He also mentioned that the timing of dispositions will be paced to match funding needs for new investments throughout the year.

Mitch Germain inquired about the strategy for sourcing retail deals, specifically if the focus would be on portfolios, and asked for the rationale behind forecasting a 100 basis point credit reserve for 2025.

Answer

CEO Jason Fox confirmed that the retail strategy will primarily target portfolio transactions, especially takeouts for developers in the current rate environment. Regarding the credit reserve, Mr. Fox clarified that the 100 basis point figure is an early, directional placeholder for potential 2025 rent loss, reflecting macroeconomic headwinds. This estimate currently excludes any impact from the True Value situation and will be refined later.

Mitch Germain inquired about the timeline and process for the Now & Forever acquisition, and asked about Getty Realty's funding plan for Q4 and into 2026, considering the $100 million transaction and $75 million pipeline.

Answer

Chris Constant, CEO, explained that acquisition timelines vary, with the Now & Forever transaction taking less than six months, building on prior market knowledge. Brian Dickman, CFO, detailed the funding plan, which involves using the line of credit, settling forward equity, and leveraging free cash flow, with future capital sources to be assessed as the pipeline materializes.

Mitch Germain asked about the duration of the engagement process with Now & Forever, from initial contact to the final acquisition, and Getty Realty's funding plan for Q4 and how they intend to grow their investment pipeline into 2026.

Answer

Chris Constant, CEO, stated that the Now & Forever transaction was less than six months, though timelines vary. Brian Dickman, CFO, outlined that Q4 funding will use the revolver and settle forward equity, noting strong capital position and growing free cash flow for future pipeline growth.

Mitch Germain asked if the more constructive deal environment indicates a narrowing bid-ask spread, whether recent technology and personnel investments are yielding results, and if there have been any changes to lease structures.

Answer

President & CEO Christopher Constant confirmed that operators are returning to growth, which is driving transaction flow. He stated that investments in personnel and technology are already paying off. He also noted that lease structures remain broadly unchanged, prioritizing unitary master leases with escalations around 2% and negotiating other enhancements on a deal-by-deal basis.

Mitch Germain of Citizens JMP asked if the constructive deal environment implies a narrowing bid-ask spread, whether investments in personnel are yielding results, and if there have been any changes to lease structures.

Answer

President & CEO Christopher Constant confirmed that tenants are returning to growth, leading to more deal flow. He stated that investments in the platform are paying off now and will be crucial for future scaling. He also noted no broad changes to lease structures, which still feature unitary master leases and ~2% escalators.

Mitch Germain of JMP Securities inquired about the pace of deal closings, the motivations of private equity sellers, and the financial and timing details of the Zips Car Wash resolution, including rent adjustments on properties Zips will retain.

Answer

CEO Christopher Constant acknowledged that deal timelines can vary as counterparties evaluate the market, but noted no specific slowdown in private equity activity. CFO Brian Dickman added that sale-leaseback decisions are complex financing choices for operators. Regarding the Zips resolution, Mr. Constant stated it should be substantially complete by the end of Q2, with rent adjustments anticipated across all 11 properties that will remain in the portfolio.

Mitch Germain of Citizens JMP inquired about the Zips Car Wash bankruptcy, asking about the physical condition of the sites, potential capital requirements for re-tenanting, and whether this situation is a one-off or indicative of broader sector issues. He also asked for details on Getty's 2025 capital deployment strategy given its significant liquidity.

Answer

CEO Christopher Constant explained that the Zips sites are relatively new, mostly new-to-industry locations from 2019, and the company expects to re-lease them as operating car washes. He expressed confidence in Getty's other car wash tenants and overall sector diligence. CFO Brian Dickman detailed the capital plan, stating they will likely use debt proceeds first to pay down the revolver before methodically deploying the forward equity throughout the year to fund acquisitions.

Mitch Germain of Citizens JMP Securities asked for more detail on the sale of 23 properties to Global Partners, questioning their characteristics. He also inquired about site-level performance, particularly for auto tenants, amid potential consumer pullback, and sought to understand the confidence behind recent capital raising activities for the 2025 pipeline.

Answer

CEO Christopher Constant explained the Global Partners transaction was a complex negotiation involving lease term and rent, where Global preferred to own certain legacy sites. COO Mark Olear highlighted how the unitary lease structure provided negotiating leverage. On performance, Mr. Constant confirmed that the portfolio's rent coverage remains stable at 2.6x with no alarming trends. He attributed the confidence for capital raising to Getty's consistent investment execution over the past several years.

Mitch Germain inquired about the conversion timeline for the four new sponsors acquired in the quarter and asked about the geographic expansion of the affordable housing business.

Answer

Chief Investment Officer Tim Doherty explained that conversion timelines vary, from four weeks for a recent recapitalization to a couple of years for a development deal. CEO Jay Sugarman added that for new markets like affordable housing, it takes about twelve months of groundwork, with results expected later in the year and into the next. Doherty confirmed the affordable housing reach is expanding beyond its initial geographic focus.

Mitch Germain from Citizens Capital Markets asked for clarification on using joint ventures to unlock portfolio value, specifically if it would involve contributing existing assets for price discovery. He also asked if the CARET vehicle was being considered as a price discovery tool.

Answer

CFO Brett Asnas confirmed that contributing existing assets to a JV is a potential method for price discovery on their scarce, low-beta product. Chairman and CEO Jay Sugarman addressed the CARET question, stating that while it's not off the table, using it for price discovery is a better story when the UCA is growing, so they will likely wait for a more opportune moment later in the year.

Mitch Germain asked about the characteristics of assets that Safehold might consider as candidates for sale or joint venture. He also questioned whether the current work on structuring Caret's liquidity would preclude a near-term sale of a stake in Caret.

Answer

Chairman and CEO Jay Sugarman indicated that while they have historically been reluctant to sell, they would consider sales or JVs if capital can be redeployed attractively, noting that larger, diversified portfolios are likely more appealing for JVs. Regarding Caret, Mr. Sugarman clarified that the program was designed to accommodate future sales of unissued Carets, and there is ample room to expand the investor base and enhance liquidity without conflict.

Mitch Germain inquired about the discussions regarding the joint venture, specifically asking who initiated the change in its structure. He also asked for management's perspective on the 135 West 50th Street auction and the media's perception of the ground lease's impact on the property's value.

Answer

Chairman and CEO Jay Sugarman explained that Safehold initiated the discussion to buy out the JV partner's interest in smaller deals, creating a 'win-win' as the JV was originally intended for larger transactions. Regarding 135 West 50th Street, Mr. Sugarman contended that the media overlooked how Safehold's low-cost, long-term capital was crucial in preserving value for the seller, differentiating their modern ground leases from older, value-destructive structures.

Mitch Germain of Citizens inquired about the scope of the 'talent expansion,' asking how broad-based the hiring efforts are across different business lines and geographies.

Answer

CEO Michelle MacKay described the talent initiative as 'broad based in every direction,' encompassing internal reorganization and aggressive external hiring. She provided specific metrics, noting that new capital markets hires have 200% higher average revenue than all of 2024's recruits, and that the company is also seeing higher productivity from existing brokers.

Mitch Germain asked about Whitestone's confidence in meeting its same-store NOI growth forecast given tough comparisons, the timing of financial contribution from the new Pickler tenant, details on the planned $40 million in capital recycling, and the reason for the slight increase in the interest expense forecast.

Answer

CEO Dave Holeman expressed confidence in meeting forecasts, citing detailed projections and a 100 basis point sequential occupancy increase. CFO Scott Hogan added that significant rent from tenants currently in free-rent periods will commence in Q3 and Q4. Holeman noted the Pickler tenant's 2025 contribution will be minimal but significant in the future. Regarding capital recycling, he confirmed activity is in process to upgrade the portfolio. Hogan explained the higher interest expense is a temporary timing issue from acquisitions preceding dispositions and will be offset by higher non-same store NOI, projecting year-end debt-to-EBITDAre around 7.0x.

Mitch Germain asked for details on the specific redevelopment projects contributing to the 100 basis point same-store NOI lift, the strategy for lowering leverage, and whether tenants are observing a consumer pullback.

Answer

President & COO Christine J. Mastandrea detailed the redevelopment strategy, highlighting the Lion Square project as a major contributor and explaining that efforts are timed with adjacent development activity to maximize returns. CFO J. Scott Hogan stated that leverage reduction will be driven by earnings growth and operating cash flow, with potential acceleration from the Pillarstone bankruptcy proceeds. Mastandrea noted that while they are monitoring consumer behavior closely, they have not seen a significant impact, observing only a decrease in restaurant alcohol sales but continued strong fitness traffic.

Mitch Germain asked about the timing of larger redevelopment projects, the capital plan for balancing acquisitions with deleveraging, the competitive landscape for acquisitions, and potential one-time items in Q4 results.

Answer

COO Christine Mastandrea explained that larger redevelopments have a longer timeline but are being actively positioned. CEO David Holeman stated that strong free cash flow allows for a disciplined approach to accretive growth through redevelopment, acquisitions, and leverage reduction. He also expressed confidence in Whitestone's ability to find deals despite competition due to deep market knowledge. CFO J. Scott Hogan clarified that higher Q4 revenue included typical seasonal percentage rents and higher-than-normal termination fees from their ongoing remerchandising strategy.

Mitch Germain of JMP Securities inquired about the performance of Whitestone's restaurant tenants, whether a specific lease drove the high leasing spreads, and the status of the Pillarstone settlement proceeds for deleveraging.

Answer

COO Christine Mastandrea stated that their restaurant tenants, who cater to middle-to-higher income customers, are not seeing significant pullback, unlike lower-end fast-food chains. She also confirmed that the strong leasing spreads were a result of broad remerchandising efforts, not a single lease. CEO David Holeman and CFO J. Scott Hogan explained that while progress is being made on the Pillarstone collection, the timing of the proceeds remains uncertain, potentially pushing into 2025, which is why the core FFO range remains wide.

Mitch Germain questioned whether the goal of the investment management reorganization is to centralize functions like fundraising. He also asked if the $5-8 billion fundraising target is specific to the current environment or a longer-term objective.

Answer

CEO Jay Hennick clarified that the goal is to enhance distribution capabilities and make the platform better, rather than strictly centralizing functions. He confirmed the $5-8 billion fundraising target is for the current environment, stating that historically they have performed much better and expect to do so again as market conditions improve.

Mitch Germain asked if the company aims to centralize functions like fundraising within the Investment Management platform and whether the $5-8 billion fundraising target is for the current environment or a long-term goal.

Answer

CEO Jay Hennick clarified the goal is to enhance, not necessarily centralize, distribution capabilities. He confirmed the $5-8 billion fundraising target is for the current challenging environment, stating that historically and with a larger platform today, they believe they can perform much better in the long run.

Mitch Germain questioned whether the goal of the investment management reorganization is to centralize functions like fundraising. He also asked if the $5-8 billion fundraising target is specific to the current environment or a longer-term objective.

Answer

CEO Jay Hennick clarified that the goal is to enhance distribution capabilities across the platform, rather than simple centralization. He confirmed the $5-8 billion fundraising target is for the current challenging environment, stating that historically the company has performed much better and expects to do so again as conditions improve.

Mitch Germain of Citizens Capital Markets and Advisory asked if the company's goal is to centralize functions within the investment management platform. He also sought clarification on whether the $5-8 billion fundraising target is specific to the current environment or a longer-term objective.

Answer

CEO Jay Hennick responded that the goal is not necessarily to centralize but to enhance and improve the distribution capabilities across the entire platform. He clarified that the $5-8 billion fundraising target is for the current, more challenging environment, and he believes the company can perform much better in the future, noting that fundraising trends are improving.

Mitch Germain questioned whether the company's goal is to centralize functions within the investment management platform. He also asked if the $5-8 billion fundraising target is specific to the current market environment or a longer-term objective.

Answer

CEO Jay Hennick clarified that the objective is not centralization but rather to enhance the distribution capabilities across the entire platform. He confirmed the $5-8 billion fundraising target is for the current environment, stating that while the market has been challenging for all firms, conditions are improving, and he expects to achieve better results in the future.

Mitch Germain asked if the goal of the Investment Management reorganization is to centralize functions and whether the $5-8 billion fundraising target is specific to the current environment or a long-term goal.

Answer

CEO Jay Hennick clarified the objective is not centralization but to better enhance distribution capabilities across the platform. He confirmed the $5-8 billion fundraising target is for the current challenging environment, expressing confidence that they can perform much better in the long term as the market improves and the platform continues to scale.

Mitch Germain from Citizens Capital Markets asked about the strategy for the Darden spin-off assets with leases beginning to roll in 2027, and if there were plans to engage in early extension talks. He also inquired about any proactive management of the Bahama Breeze portfolio, given recent brand store closures.

Answer

William Lenehan, President, CEO & Director, explained that lease extensions are at Darden's option with a one-year notification period, highlighting the strong relationship and highly productive nature of the properties. Regarding Bahama Breeze, he noted only one property was on a closure list, it's in a prime location attracting interest, and the remaining portfolio is strong with reasonable rents.

Mitch Germain from Citizens Capital Markets asked about the upcoming Darden lease expirations starting in 2027 and whether FCPT might pull any renewals forward. He also inquired about the company's exposure to Bahama Breeze following recent store closures.

Answer

President, CEO & Director William Lenehan explained that lease extensions are at Darden's option but noted the relationship is excellent and the properties are highly productive. Regarding Bahama Breeze, he stated only one property was on the closure list, it's in a prime location with rent being paid for years, and there is already re-tenanting interest. He expressed no concern over the remaining strong properties.

Mitch Germain asked about the inputs for FCPT's underwriting scorecard and how frequently it is reviewed or modified.

Answer

CEO William Lenehan explained that the scorecard has changed minimally over time to ensure consistency and is a culturally ingrained tool for efficient communication and alignment. He emphasized that while it's not the 'end all be all,' it serves as a crucial grounding exercise that helps the team maintain discipline, price risk appropriately, and avoid credit issues, which has proven to be very accurate.

Mitch Germain of Citizens JMP questioned the sharp acceleration in the deal pipeline, whether the focus on large public companies excludes franchisee deals, and if increased market liquidity is leading to more competition.

Answer

CEO William Lenehan confirmed that the company opportunistically raised equity to match-fund a growing pipeline of accretive, high-quality acquisitions. He clarified that FCPT's focus is on tenant credit strength, not public versus private status, and they would welcome large, creditworthy franchisees. Lenehan added that while the market is always competitive, their proactive relationship-building earlier in the year allowed them to close on deals once their cost of capital improved.

Mitch Germain asked about the reasons for tenant move-outs later in the year, whether the positive momentum in investment sales is mirrored in the leasing market, and for an update on the Phoenix development opportunity.

Answer

EVP James Dudley explained the move-outs were due to specific tenant needs, such as securing a tax abatement or consolidating operations into larger spaces, not macro issues. He noted that while leasing activity has picked up, deal finalization is slow due to macro uncertainty. CIO Brendan Mullinix reiterated that LXP continues to see interest in Phoenix but had no further updates.

Mitch Germain of Citizens JMP sought clarity on the company's portfolio strategy regarding its focus on the Sun Belt versus achieving market scale. He also asked about changes in tenant sentiment for larger leases and requested the purchase price and cap rate for the four planned acquisitions.

Answer

CEO T. Wilson Eglin clarified that while capital is being redeployed into the Sun Belt, the company still values and would add to its Lower Midwest markets. James Dudley, EVP, noted that activity for larger leases has increased, with more RFP traffic and active prospects. CIO Brendan Mullinix confirmed the four acquisitions aggregate to $158 million at a 6% cap rate.

Mitch Germain asked about the potential for other legacy issues following the Mahi Pono agreement, the current competitive landscape for investment sales in Hawaii, and the reason for a projected deceleration in same-store NOI growth in the second half of the year.

Answer

CEO Lance Parker stated the company is fully reserved for remaining legacy liabilities and is focused on resolving them. He described the investment market as competitive but noted A&B's local knowledge provides an advantage. CFO Clayton Chun explained the lower Q3 same-store NOI growth forecast is due to a difficult comparison against a strong Q3 2024, which included one-time benefits.

Mitch Germain asked if other legacy issues could lead to future one-off gains, whether the initial guidance included external growth, and for the drivers of the implied deceleration in same-store NOI growth after a strong first quarter.

Answer

Executive Lance Parker acknowledged a possibility of future gains from legacy assets but stated none are anticipated in the near term. Executive Clayton Chun confirmed the initial guidance included $0.01 for growth, which the new Maui ground lease effectively covers. Parker explained the strong Q1 same-store NOI was not an anomaly but rather the result of 'pulling forward' the successful execution of key milestones planned for the full year, rather than an expected slowdown.

Mitch Germain sought more detail on the drivers of the $4.2 million G&A reduction, clarification on the 2025 G&A guidance, the reason for a land sale at Kapolei Business Park, and the factors behind the implied deceleration in same-store NOI growth guidance.

Answer

CFO Clayton Chun attributed the G&A savings to process streamlining and automation following the company's REIT transformation, clarifying that 2025 G&A is expected to be flat to a $0.01 per share improvement (lower expense). CEO Lance Parker explained the Kapolei land sale was a strategic capital recycling move to fund a recent industrial acquisition. SVP of Asset Management Kit Millan detailed that 2025 same-store NOI growth reflects strong retail performance offset by temporary industrial vacancies and minimal growth from ground leases.

Mitch Germain asked if the acquisition pipeline is diversified beyond industrial assets, questioned the conservatism in the Q4 same-store NOI guidance, and requested a 'clean' FFO number for the quarter excluding nonrecurring items.

Answer

CEO Lance Parker confirmed the acquisition pipeline is encouragingly diverse, with opportunities across various asset classes, not just industrial. Regarding Q4 guidance, Parker noted the company anticipated episodic quarterly results, and CFO Clayton Chun added that the forecast accounts for tough comparisons to a strong Q4 2023 which had nonrecurring benefits. Chun suggested the 'CRE, Corporate' FFO figure is the best proxy for a 'clean,' recurring number, as the company intentionally bifurcates it from the more episodic Land Operations.

Mitch Germain of JMP Securities inquired about the background of recent and pending opportunistic property sales, whether Orion is actively marketing both vacant and occupied assets, and the current status of the former Walgreens property redevelopment.

Answer

CEO Paul McDowell confirmed that recent sales were primarily vacant properties but stated Orion is open to selling stabilized assets to reinvest in dedicated use assets (DUAs). He affirmed they are testing the market for both vacant and occupied properties. Chief Investment Officer Gary Landriau added that the former Walgreens site is under agreement with an institutional group for a potential retail and entertainment development, with demolition of the existing buildings set to begin.

Mitch Germain inquired about Orion's strategic shift towards dedicated use assets, the expected volume of asset sales, the specifics of the Arch Street joint venture transaction, and the accounting treatment for the 2025 restructuring charge.

Answer

CEO Paul McDowell confirmed the plan to sell traditional office properties and acquire dedicated use assets over time, market conditions permitting. He explained the Arch Street JV loan was a strategic move to support a partner unable to make capital calls, noting the loan carries a 15% interest rate and amortizes quickly from property cash flows. CFO Gavin Brandon clarified that the restructuring charge will be added back to core FFO.

Mitch Germain of JMP Securities inquired about the recent San Francisco Bay Area acquisition, asking about potential seller distress and the deal's yield. He also questioned how Orion balances capital allocation between new acquisitions and CapEx for its existing portfolio.

Answer

CEO Paul McDowell explained the acquisition was an all-cash deal providing pricing power, not due to seller distress. He noted the property was acquired below replacement cost with a 7.24% going-in cap rate and a 9.2% average cap rate. Regarding capital allocation, McDowell stated the primary focus is on their existing portfolio, as leasing up vacancy is the most accretive use of capital. He confirmed that most future CapEx will be directed towards their current assets rather than new acquisitions.

Mitch Germain questioned the static nature of the disposition pipeline, the strategy for C-store assets, and whether other sectors are being reviewed for proactive sales to mitigate future headwinds.

Answer

CEO Edward Weil stated that the disposition strategy is a deliberate balance between deleveraging and preserving NOI, with the goal of closing the stock's valuation gap. He confirmed that GNL is actively reducing its exposure to the gas and convenience store sector due to macro pressures. While declining to name other specific sectors to avoid impacting sales, he affirmed that proactive portfolio review is a continuous process.

Mitch Germain asked about GNL's next strategic steps after the large disposition, particularly regarding the office portfolio, the bidding process for the RCG deal, and clarification on a one-time rent collection.

Answer

Chief Executive Officer Edward Weil stated that post-transaction, GNL will be 75% single-tenant retail, industrial, and distribution, and will continue opportunistic dispositions of non-core assets, which is factored into 2025 guidance. He confirmed the RCG deal resulted from a competitive, multi-party process run by Bank of America. Chief Financial Officer Christopher Masterson confirmed the $4.5 million rent collection from Children of America was a one-time event that positively impacted Q4 AFFO.

Mitch Germain from Citizens JMP asked if the composition of assets targeted for disposition has evolved with market feedback and what factors are driving demand for their office properties, such as geography versus tenant credit and lease term.

Answer

CEO Michael Weil explained that the disposition pool is dynamic and focused on noncore assets to strategically improve the portfolio, such as by reducing office exposure. He stated that demand for office assets is driven by market-specific opportunities, with properties having shorter lease terms and renewal uncertainty being prime candidates for opportunistic sales, especially at attractive cap rates.

Mitch Germain inquired about the financial impact of a bad debt recovery, the current leasing environment and elongated decision timelines, activity on two major vacancies in Hawaii and Indianapolis, and the motivation behind a new focus on leverage reduction through potential property sales.

Answer

CFO and Treasurer Tiffany Sy quantified the bad debt recovery at approximately $750,000. Vice President Marc Krohn confirmed that leasing timelines remain elongated, prompting the company to run dual-track processes for renewals to mitigate risk. President and COO Yael Duffy provided updates on the major vacancies, noting proposals are out for the Hawaii parcel and the Indianapolis property is being actively marketed after a previous deal fell through. Duffy also explained that the potential for asset sales is driven by recent unsolicited offers from owner-users at attractive valuations.

Mitch Germain of JMP Securities inquired about the primary drivers for the Q1 2025 FFO guidance increase, the apparent sequential decline in the leasing pipeline, and the status of discussions with American Tire following its bankruptcy.

Answer

CFO and Treasurer Tiffany Sy attributed the Q1 guidance uplift to lower interest expense, recent leasing, and non-recurring Q4 bad debt. President and COO Yael Duffy clarified the leasing pipeline remains robust at ~$8 million when including recently completed deals. Duffy also stated ILPT is not currently open to rent modifications for American Tire, feeling confident in the properties' value.

Mitch Germain of Citizens JMP sought clarification on the Q4 interest expense forecast, specifically the cash versus noncash components. He also asked about the leasing pipeline for the large Hawaii parcel, inquiring if it was being marketed to single or multiple tenants. Lastly, he questioned whether the more favorable interest rate environment might prompt the company to reconsider asset sales.

Answer

Chief Financial Officer and Treasurer, Tiffany Sy, detailed the Q4 interest expense forecast, projecting $60 million in cash interest and $12 million in noncash amortization, noting the noncash portion is decreasing. President and Chief Operating Officer, Yael Duffy, confirmed that the Hawaii parcel is included once in the leasing pipeline and that all current discussions are with single users for the entire site. Regarding asset sales, Ms. Duffy stated that while ILPT evaluates unsolicited offers, a bid-ask spread remains, and any sale must be accretive after navigating complex debt covenants.

Mitch Germain from Citizens JMP inquired about the accounting treatment for the Penn National funding commitments and asked what variables would need to occur for the company to reach the low end of its 2025 guidance.

Answer

CFO & Treasurer Desiree Burke explained that the accounting for Penn's funding depends on timing; if funded during development, it would involve capitalized interest and deferred rent, similar to the Chicago project. To reach the low end of guidance, she noted it would require not achieving any variable rent escalators from Boyd (in addition to the Pinnacle assumption) and a significant increase in variable rate debt costs.

Mitch Germain from Citizens JMP asked how the Ione transaction was received and if it led to more inquiries from other tribes. He also requested a walkthrough of the capitalized interest accounting and its future impact as more projects commence.

Answer

President & COO Brandon Moore confirmed the Ione deal generated significant positive attention and credibility within the tribal community, leading to more conversations. CFO Desiree Burke explained the capitalized interest accounting: during construction, interest expense is reduced and added to the asset on the balance sheet. For AFFO purposes, GLPI adds back this deferred rent and deducts the capitalized interest to smooth out earnings and reflect cash reality. This capitalized amount will increase as the Chicago and Marquette projects ramp up.

Mitch Germain from Citizens JMP asked if the tribal loan structure could be applied to expansions and renovations, not just greenfield developments, and requested details on the funding schedule for the Belle and Island development projects.

Answer

President and COO Brandon Moore confirmed the structure is flexible and could be used for various funding needs, including expansions or refinancing. He and SVP & Chief Development Officer Steven Ladany stressed that future deals would focus on the long-term lease structure from the outset, rather than a loan-to-lease conversion. CFO Desiree Burke noted that specific funding schedules for the Belle and Island projects would be provided with 2025 guidance.

Mitch Germain asked about the level of engagement from Sixth Street, current pricing and cap rate trends in the acquisition market, and how the company balances handling existing leasing situations with pursuing more value-add investments.

Answer

Executive Chairman and CEO Jeffrey Witherell described the Sixth Street relationship as highly engaged, with daily conversations aimed at growing the REIT's balance sheet. He confirmed that cap rates are contracting and noted that while special situations like Memphis offer higher yields, standard assets see intense competition. Witherell explained that the company is built for value-add work and seeks to balance it with the need for stable FFO growth, acknowledging they should be doing more value-add to create long-term value.

Mitch Germain of JMP Securities inquired about the specifics of recent unanticipated tenant vacancies in Cleveland, the company's process for engaging with tenants to prevent future issues, details on the Cincinnati portfolio acquisition, and the composition of the $1 billion pursuit pipeline.

Answer

James Connolly, Head of Asset Management, detailed the two Cleveland tenant issues, noting one was an online retailer and the other a furniture refurbisher, and explained that replacement tenants are already being pursued. Executive Jeffrey Witherell added that the company is deeply engaged with its tenants daily and these were swift, isolated incidents. Witherell also shared that the Cincinnati portfolio is a ~$40 million multi-tenant deal expected to close by year-end with a good yield and growth potential. He confirmed the pipeline includes portfolios and one-off deals, with the potential to expand the Sixth Street JV for growth.

Mitch Germain of Citizens JMP Securities asked if the loan-to-lease conversion on a new fitness asset is a hard option, whether this structure is common in their loan book, and if seasonality in JV FFO will diminish after the St. Pete asset exits.

Answer

CEO Gregory Silvers confirmed the conversion is a 'hard option' and that this structure is common for their mortgage investments, which are designed as a path to net-lease ownership. CFO Mark Peterson added that while the magnitude of JV FFO will decrease, seasonality will persist due to the performance of the RV parks in their portfolio, which are busiest in Q2 and Q3.