Ladies and gentlemen, good day, and welcome to the Modiv Industrial, Inc. First Quarter '24 Conference Call. [Operator Instructions]. On today's call, management will provide prepared remarks, and then we will open up the call for your questions. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the conference over to John Raney, Chief Operating Officer and General Counsel. Please go ahead, sir.

Thank you, operator, and thank you, everyone, for joining us for Modiv Industrial's First Quarter 2024 Earnings Call. We issued our earnings release before market open this morning, and it's available on our website at modiv.com. I'm here today with Aaron Halfacre, Chief Executive Officer; and Ray Pacini, Chief Financial Officer. On today's call, management will provide prepared remarks, and then we will open up the call for your questions. Before we begin, I would like to remind you that today's comments will include forward-looking statements under the federal securities laws. Forward-looking statements are identified by words such as will be, intend, believe, expect, anticipate or other comparable working phrases. Statements that are not historical facts, such as statements about our expected acquisitions or dispositions, potential strategic partner discussions are also forward-looking statements. Our actual financial condition and results of operations may vary materially from those contemplated by such forward-looking statements. Discussion of the factors that could cause our results to differ materially from these forward-looking statements are contained in our SEC filings, including our reports on Form 10-K and 10-Q. With that said, I would like to turn the call over to Aaron Halfacre. Aaron?

Thanks, John. Hello, everyone. I hope you're doing well. First quarter, right around the corner from fourth quarter results. In the tradition I've done in the last couple of quarters, I've put it all out there in the earnings release for the most part. So instead of me [ driving ] away, first, let's go to Ray, and then I'll catch up at the end. Ray?

Thank you, Aaron. I'll begin with an overview of our first quarter operating results. Rental income for the first quarter was $11.9 million compared with $10.3 million in the prior year period. This 15.4% increase reflects the impact of 12 industrial manufacturing property acquisitions during 2023, partially offset by 14 noncore property dispositions in August 2023 and 2 additional noncore dispositions during the first 2 months of 2024. First quarter adjusted funds from operations or AFFO was $3.3 million up 6.6% when compared with $3.1 million in the year ago quarter. The increase in AFFO primarily reflects the increase in rental income and a decrease in property expenses which were partially offset by increases in straight-line rents and interest expense. On a per share basis, AFFO was $0.29 per diluted share for this quarter which reflects an increase of 1 million shares and the weighted average number of fully diluted common shares outstanding compared to $0.30 per diluted share in the year ago quarter. The increase in fully diluted shares is attributable to performance shares earned by management during 2023 and shares issued during April 2023 in connection with the property acquisition through an UPREIT transaction. Property expenses decreased $723,000 compared to the year ago quarter, primarily reflecting the disposition of properties with modified gross leases and double net leases in August 2023. Excluding the impact of swap valuations, cash interest expense increased by approximately $1.3 million, reflecting greater borrowings outstanding during 2024 and given that during the year ago quarter, we only had an average of $157 million outstanding on our credit facility. While G&A increased by $91,000 compared to the year ago quarter, the increase was entirely due to nonrecurring costs for our transfer agent and legal fees related to the distribution of GIPRs common stock to our…

Thanks, Ray. I'd say, pretty straightforward quarter. I think if we look at a lot of REITs coming out, very similar theme, a lot of volatility. Doesn't make sense to be actively acquiring too much. Those who have distressed assets seem to be disposing of them. For us, it was mainly a quarter of patients sort of like a duck on the surface of the water may let calm, but furiously sort of kicking the legs. The bulk of that time being spent on the aforementioned strategic partner conversations. These take a lot of time, a lot of effort, a lot of thinking, but primarily a lot of patience. I think we feel constructive on the company. It's probably the best we've ever been in a position. We feel like we have no gun to our head. We don't have to do anything. We'd love the capital markets to open back up, but everyone on this call would love the same. It's been a long trough. Our entire public existence has been eating nuts and berries and never having a steak. So we're keeping the faith and doing quite fine. It's a crazy time now for people to make decisions. Was it 3 weeks ago? We had 300 missiles coming over into the Middle East. We've got campus riots. We've got -- I think it was December -- at the end of December, the market was pricing 6 cuts in, we've had a lot of volatility. And I think the stability that we've shown is worth something. I think we're -- I think we're still massively undervalued. That's why I'm -- I have a big, big personal position and have been very comfortable with that and about closing that gap. The NAV that we came out with, look, some people…

[Operator Instructions]. Our first question is from the line of Robert Stevenson with Janney Montgomery Scott.

Aaron, where are you on the Calera asset in St. Paul? Is that looking like a sale or a release at this point?

It's a great question. I think we're -- we've been actively exploring both of those. I can see kind of the reason why we don't have enough progress on that yet is we still haven't got it fully rejected from Calera. They -- we've been in contact with them. We're waiting for them. We presume that they will fully reject it, but they haven't yet. And until such time that they do, it kind of hogties us on the margin. That said, we've been proactive speaking to brokers in that market. We house in developing strategies. We've spoken to other growers as well who know the property and express interest. A little -- an interesting fact is US Foods has a significant presence there. And in the original context, they were going to be providing microgreens to US Foods. And so that has spurred a lot of what seems to be some interest. That said, it's -- that's a very unique space and in terms of vertical growers. The building itself is a great box. I mean, they over-improved it. I think upwards of $15 million of capital improvements that they put into this property. There's also equipment that we had purchased from them originally that's in there. So we're -- in addition to looking to sell lease as a vertical grower, we're also contemplating the concept of sell lease as an empty box. And then that part would require us to sell off the equipment. So we're actively exploring all those things. We're a bit of a holding pattern. We're waiting for them to reject. And then after that, we'll probably be able to get a little bit more momentum.

Are they currently paying you?

No.

So they haven't gotten out and they haven't paid?

They're not in it. They're not in it, so they're ...

Okay.

It's just stock-up in the bankruptcy proceedings.

Okay. And then the -- I believe the window just opened for the tenant purchase option on the state of California asset and Rancho Cordova. What's the likely play there at this point? We're not going to uptake it?

Yes. We reached out to them about last week. They said their -- they have the meeting schedule to discuss it. So we probably won't hear back if they're going to start their option process for a little bit more time, call it, this quarter, second quarter, probably. Our view is -- a couple of things on our calculus, which may or may not be their calculus candidly. But from ours, when they originally did it, they -- California had a big budget surplus. That's not the case now. The purchase price isn't going to move the needle in terms of their budget, but we think about those things in terms of there's a political element in terms of when do they do this. Our view is when we talk to them -- yes, it was probably late last year, and they indicated that they were likely to start the process in May. We called them again, and he said it's on the docket for the discussion. How it has to -- they have to go through the real estate department, which has very finite resources in terms of people who can do acquisitions and things like that. Goes to their acquisitions department and then they come up with a valuation mechanism, which we have one embedded. And basically, there's a price in the lease that if it's plus or minus 10% of that, they can just move forward. If it's outside of that price range, then they have to make -- we have a back-and-forth process between us, if we want to agree to this different price. I don't see any issues with that mechanism. From there, then goes to the various state departments to get approval and then once it's approved, it's put on the budget. And then the budget would not get approved until next year. So they clearly told us the process would take at least 12 to 14 months whenever they did initiate it. Our view is if they tell us they're going to initiate it, we'll be patient. If they say they're not sure they're going to initiate it, because they have a couple of year window to do it, then we're probably just going to take it to market. Because it does have -- it's a AAA rated credit or at least a AA+ rate of credit and it's got term. And so no sense in holding it. Particularly if we get rid of the Costco property because then we're down to the last bit. But -- so I guess we'll I assume we'll have a better update for the -- on second quarter earnings.

Okay. And then last one for me. How significant are the acquisition opportunities at similar rates to the Tampa acquisition, if you had access to more decently priced capital at this point? I mean is it a lull like we're seeing in other asset classes? Or is there a lot of opportunity and it's just a matter of the capital for you guys?

I think there is a lull. There is less being shown than there was a year ago. But there is -- like I saw a great -- it was a great opportunity, probably going to be an [ acap], but it was $100 million. It was a multi-site portfolio, not anything that we're talking about, just a straight up brand-new sale leaseback. So you definitely put money to work. I think the ones -- the logic for us when you think about industrial manufacturing sale leaseback, which is really what you're seeing. You're not seeing hardly any existing leased properties be put on the market right now. Occasionally, but not much. And they're more like HVAC guys and things like that, which I mean, it's not necessarily that strategic. But on the strategic sale leasebacks, the genesis to decide that you want to move this off-balance sheet and take money is a lengthy one, right? If it was -- assuming that the -- we haven't had much in the way of private equity transactions that take out the small middle market companies in the last 18 months because it doesn't paper for them. They're not a catalyst because typically when a PE shop gets it, that's one of the first things they'll do. And if you have an owner operator who decides they want to free it up, it's a lengthy process to say, "Hey, wait a minute, this is my goose that lays a golden egg, why would I sell this, right?" And it's a concept, believe it or not, that's pretty foreign for some people. Even the day and age where we've had sale leasebacks for generations. So that journey probably takes upwards of at least 12 months, probably 24 months for them to make the decision. And so when we were acquiring assets last year, those were decisions made in '21 or '22, and the environment was different. And so they had kind of -- the momentum was going, it was committed. When you have deals coming out now, I think it's suggestive of they have a real need for the capital. In the case of the Photonics one we did, they are doing an actual -- they're doing an international merger. And so they found this as a better source of capital than trying to get bank lending so they could get scale. And so that's why it worked, right? If it's somewhere where someone's wanting to do this and they just want to cash it out and they're trying to do a dividend now or do something like that, then those are red flags because to us in this environment. So we expect a lull in the volume. But that said, are they all 8s? No, but north of 7.5%? I think I could replicate the size of the company probably if I had the capital.

Our next question is from the line of Bryan Maher with B. Riley Securities.

My first question was just answered in kind of how deep the acquisition pipeline kind of could be. But when we look at your release this morning and you talk about the 3 ships scenario, can you assign any probability as to how you think it plays out? I mean, I know you discussed it kind of the yin and the yang of it. But where is your head thinking that this ends up?

Well, attorneys won't let me give you any probabilities. So I won't. I think the 4 scenarios that are laid out are -- look, I don't have any neither do I or do these other 2 participants have any forced deadlines. So I think that's the right environment to be in, is that we're all on our own regards capable of weathering the storm. And so there's no need to do something that is detrimental to one party and the beneficial to the other. I think if that were the case, then it would be far easier to do a deal. So I would say to start off with that. So I think the dialogue with these parties has been didn't just start in the last few months. We know these portfolios quite well. We have had on and off dialogues with these portfolios since we've been public. I think the dialogue that we've had in the last, call it, 4 months or so, 3 months or so have been really specifically about, okay, yes, let's roll up our sleeves. I can tell you that the parties have shared information about their portfolios, the part that we have a working model that allows us to see the impact to the combined and enterprise. We have actively spoken about cap rates and share prices and governance mechanics. And so I can tell you that there has been some legal dollar spent. So I would say this isn't a wet finger in the wind. But if you can tell me the probability of geopolitical risk and economic risk and the election cycle, then I could probably dial it in better for you. But it's just a really it's -- I literally had a CEO of another REIT text me yesterday and goes,…

All right. That's helpful. But in the net commentary, I don't think I heard anything regarding kind of the size of these portfolios? I mean can you give us some aspect? Is it 50? Is it 100? Is it 500? I mean what ZIP code are we talking about the size of these 2 entities?

That's a very great question. I can't give you an answer.

Our next question is from the line of Gaurav Mehta with Alliance Global Partners.

I wanted to follow up on the partnership discussion. As you think about this -- looking at different partnerships, do you anticipate the quality of the assets and the partnership to be comparable to what you would have in your wholly owned portfolio?

I'd say that -- I would say that the quality is very comparable. If you think about manufacturing, sometimes you have rated credits, sometimes you don't. I'd say I think the thing -- I wouldn't -- I can't really discern one being lower quality. Well, if it was, I wouldn't be talking to them, candidly. I'd say they're all comparable quality. Some might be stronger tenants, but with shorter leases. Some might be stronger tenants with better lumpier, bigger assets. Some might be perfectly fine tenants but more diversification. I would say that the best thing that I see from it if it were to come about, and in either one direction or a 3-way direction, is it -- they're very complementary. I think there's -- to me, I could sleep well at night on any combination. I think they think the same. I think the fact that we're having this conversation is really related to the fact that people are besides the political ready, people understand that manufacturing is a viable asset class. I don't think we -- no one ever -- 'til here really had done it in a truly dedicated space. There are certainly people who have been buyers of it for a long time, but have not done pure play, at least not as of yet. And so I think they see Modiv is a natural end state because these portfolios if they -- they would eventually be selling them anyway. It's just a matter of time. And so I think there's a complementary fit there. And I think it is conducive to getting to that more scale and index inclusion and institutional ownership, which would create more flow, which allow more people to actually participate in this strategy and presumably with less equity volatility as a result. And so I think there's a lot of different benefits. But I think the portfolios are very complementary. They're very -- it seems very strategic, and I think it would open the door to others. I mean there was a forced battleship that we've talked to at length. And just given where they're at in their cap stack, they just couldn't be a participant at this time. And so that's a someday maybe. If we're successful here, got willing and we've gotten more size, and I wouldn't be surprised that we wouldn't have a conversation with that other portfolio, that fourth battleship down the road. So there is opportunities out there, uniquely enough about manufacturing most of the manufacturing portfolios with the exception of what store owns and what Onow owns from what it acquired from whatever they were. I can't even think of their name -- spirit, excuse me. Besides those, there's -- most of the portfolios are in private hands. And so having a public currency longer term, I think is something to be looked at strategically.

Okay. And you talked about exchange of your equity possible for this portfolio. So are we talking like common stock or like OP units?

I look at those ubiquitously, candidly. One provides tax protection. But these are institution players. So generally speaking, and I would -- I'm not ruling it out, but generally speaking, they're less tax-sensitive by the nature of their money. But to be clear, we're talking about sort of that common equity element.

Thank you. [Operator Instructions]. There are no further questions, I would now hand the conference over to Aaron Halfacre for his closing comments. Aaron?

Thanks, operator. Thanks, everyone. Trying to be candid as best we can, trying to get you guys real dialed in on what we're doing. We think the -- I think a lot of environments or operators are uncomfortable with transparency. If you don't like what you hear, you're going to make a decision either way. If you -- I think we're delivering results. We're being transparent so you can try to the best you can understand where we're headed, what we're thinking. I'm very confident that we have the right team to get things done. I have no ability to predict the markets. And so like you, we're rolling with the punches, but I think we're on to something in this company and look forward to talking to you again at the next earnings release. Thanks, everyone.

Thank you. The conference of Modiv Industrial has now concluded. Thank you for your participation. You may now disconnect your lines.