foley schmidt | mindful real estate partners | dartmouth | ex: @lazard @famousdaves @pennyscoffee @fbacap
msp | aus
Joined September 2009
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Please allow me to reintroduce myself:
Recent followers, here's a little bit about me:
- Grew up in MN, live in Austin
- Played football @dartmouth
- Started my career in IB @Lazard
- 4 years as Chief of Staff @famousdaves
- Built a cafe chain with @deanbphillips
- Partner at FBA Capital, exited July '22
- CFO @profoundcommerce, exited Feb '24
- Wife is head of retail at a badass DTC brand
- Have a 20 month old son, Manny
- Co-founder of Mindful Real Estate Partners, which will become the Home Depot of financial products for small to medium sized developers. Scaling to 100+ single family and multi family builds in 2026.
- Loves: running, F1, and USC football
Planet Fitness has nearly 20 million members across roughly 2,600 locations that run on a singular bet: the average American will pay $10 a month forever to feel like the kind of person who belongs to a gym, without ever being the kind of person who goes to one.
The average club is 15,000 to 20,000 square feet with a fire marshal capacity of 300 to 350 people. The average location carries 6,500 to 7,500 active members.
The entire business model is mathematically designed for the vast majority of its members to never walk through the door.
If more than 5% showed up at the same time, the building would violate fire code and the doors would be locked.
The membership price point makes this all make sense. The $10 Classic and $24.99 Black Card tiers are deliberately priced below the cognitive cancellation threshold. Most people pay the membership fee and never think about it because the charge is small enough to ignore on a credit card statement.
Cancelling requires either driving to the gym in person or mailing a certified letter. The friction to cancel exceeds the cost of just keeping it.
Planet Fitness collects monthly subscription revenue from millions of people who use the facility less than ten times a year, heavily concentrated in January. Their revenue base is a subscription annuity on guilt, a *new you*, and forgotten billing.
A gym feels like it is typically engineered to repel the customers who would actually use it. Heavy lifters destroy equipment, occupy squat racks and benches for 90 minutes, take up disproportionate floor space, and intimidate casual customers. Planet Fitness solved this by eliminating heavy barbells and squat racks entirely, installing the lunk alarm to publicly shame anyone who grunts or drops a weight, and running free pizza Mondays and bagel Tuesdays.
The pizza and bagels are brilliant. They attract the exact customer Planet Fitness wants, someone who treats the gym as a casual social outing rather than a training facility. That person causes almost zero wear and tear on equipment, visits infrequently, and never cancels because the membership feels like a lifestyle accessory and not a financial commitment.
Their real estate strategy enforces this. Planet Fitness targets second generation junior anchor big box spaces in grocery anchored strip malls. Think vacated pharmacies and former Circuit City and Toys "R" Us boxes. These are large format retail spaces that sat empty for years because few tenants need 15,000 to 20,000 square feet of open floor plan without significant buildout.
Planet Fitness typically leases these spaces at $10 to $15 per square foot. The buildout is minimal compared to a luxury fitness club with pools, saunas, and spa facilities. They fill the box with rows of cardio equipment, paint the walls purple, and open the doors.
Over 85% of Planet Fitness locations are franchised. Corporate collects a 7% royalty on gross monthly dues from every franchisee. What is crazy though is how a real revenue engine for the company is the equipment replacement mandate. Franchisees are contractually required to purchase new cardio machines every 4-5 years and strength machines every 6-7 years directly from Planet Fitness corporate at corporate's desired profit margins.
The franchisor makes money on the royalty stream. The franchisor makes money on the equipment cycle. The franchisee makes money because 6,500 members pay a monthly membership fee, generating enormous gross revenue relative to the cost of staffing a facility where almost nobody shows up.
Dollar General operates over 20,000 stores across 48 states and opens 800 to 1,000 new locations every year without carrying a single dollar of construction loan risk or real estate on its corporate balance sheet.
75% of Americans now live within 5 miles of a Dollar General.
The entire model is a rural real estate machine disguised as a discount retailer.
The site selection math explains why. A Walmart Supercenter requires a trade area population of 30,000 to 40,000 people to justify an $180,000 square foot box. Dollar General's 7,500 to 10,600 square foot store only needs 1,000 households or a 3 mile population of 1,500 to 3,000 people spending $40 to $50 a week on household staples.
No national retailer will follow them there. The trade area is too small for almost any other national retailer to underwrite.
The physical footprint is 7,500 to 10,600 square foot prefabricated metal building sitting on 1 to 2 acres of cheap rural highway frontage. The build economics are pretty straightforward.
The total project cost typically costs $1.5 million to $1.8 million.
Land acquisition on rural highway frontage costs $150,000 to $250,00 for this size parcel. Prefab metal building constriction runs $110 to $130 per square foot and takes under 180 days from pad to certificate of occupancy.
Dollar General rarely owns any of this real estate. Merchant developers acquire the land, fund the construction to corporate specifications, and deliver a finished building. Dollar General contributes zero capital to the physical asset.
Once the building is complete, Dollar General signs a corporate guaranteed 15 year absolute triple net lease. Dollar General pays the property taxes, building insurance, and all maintenance directly. The landlord collects rent and has zero operating responsibilities.
Starting rent typically runs between $105,000 to $120,000 per year with 5% to 10% rent bumps at every 5 year option renewal.
The developer can then sell the stabilized, tenant occupied building on the open market at 6.25% to 6.75% cap rate. Sale price typically lands between $1.7 million to $1.9 million.
The buyer profile is almost always a 1031 exchange investor who wants a corporate guaranteed income stream with zero landlord responsibilities.
The developer clears $175,000 to $250,000 in profit within 6 months of breaking ground and immediately rolls into the next site, many of which are in tertiary markets where you can obtain building permits fast and deal with less red tape!
Private equity did not spend billions of dollars buying and building automated car washes on prime suburban corners because they loved clean cars.
They acquired and built them because an express tunnel wash is a commercial real estate arbitrage playing dress up as a convenience service.
Between 2020 and 2024, private equity firms poured billions into rolling up car wash operators like Mister Car Wash, Driven Brands, and Zips.
The physical asset looks like a simple retail building with rotating brushes. The financial engine relies on real structural mechanics.
The subscription model shift has been widely adopted across the economy. The traditional car wash relied on sunny weekend weather. If it rained on Saturday, weekly revenue could fall by 60% in some cases.
The modern express tunnel shifted almost entirely to an unlimited membership club. Customers pay $25+ per month on automatic credit card recurring billing.
The customer visits an average of 2.5 times per month. The variable cost per wash in electricity, water recycling chemicals, and soap is around $1.50.
Once a facility signs ~3,500 active members, membership fees alone cover 100% of the location's monthly operating costs, debt service, snd payroll. Every retail drive up customer after that is almost pure profit.
These car washes also have minimal labor overhead. Traditional car washes required 15-25 employees vacuuming interiors, wiping windows, and drying trunks by hand.
An express tunnel runs with two or three entry level employees on site. Customers can pull up, scan a barcode, and ride the conveyor belt.
Customers vacuum their own cars under self serve canopies. Labor costs drop from 35% of revenue to 12% to 15%.
Owners of these car washes also receive bonus depreciation. Car washes are classified under tax code Section 168(k) we special purpose commercial real estate property rather than standard retail buildings.
The building structure and the specialized tunnel machinery qualify for a 15 year recovery period instead of the standard 39 year commercial property depreciation schedule.
When developers take 100% bonus depreciation, an operator investing $5 million into a new build could write off a massive portion of the total project cost in year one, wiping out millions of dollars of active taxable income across their portfolio.
These owners are also masters of the sale leaseback model. These developer acquires onto two acres of prime highway adjacent dirt, builds the tunnel, stabilizes the wash club memberships, and then sells the underlying real estate to a real estate investment trust.
They execute a 20 year absolute triple net lease at a 5.75% to 6.25% cap rate.
The sale leaseback pulls out 100% of the developer's initial equity plus millions in profit, while the operating entity keeps collecting the recurring monthly cash flows from the memberships.
The retail customer thinks they are getting unlimited car washes for $30 / month. The operator built a recurring software type margin on cheap water and traded the underlying dirt for an upfront cash out. Genius!
A homeowner thinks they saved $120 a month on electricity until they try to sell their house and discover a $38,000 lien at the closing table.
Over 4 million American homes now have residential rooftop solar. Millions of those systems were not purchased with cash. They were installed under 20 or 25 year solar leases and power purchase agreements.
The sales pitch you receive is simple: zero down, lower electric bills and clean energy. The title reality is brutal.
When you sign a 20-year solar lease, the solar company files a UCC-1 financing statement against the equipment on your roof. It's recorded in the county land records and clouds the title. You do not own the panels, the solar provider owns them, and your roof is collateralizes to secure two decades of contract payments.
Ten years into the 25-year lease, you decide to sell the house. The buyer's mortgage lender pulls title and discovers the solar lease. The lender requires the buyer to pay qualify for the house payment plus the $185 monthly solar payment.
At current 7% interest rates, that extra $185 payment could easily push the buyer's debt-to-income ratio over the underwriting limit.
The buyer tells the seller to transfer the lease to someone else, pay it off, or the deal is dead.
The solar company will not remove the panels for free. They require a buyout of the remaining lease payments.
With 15 years remaining on a contract with a 2.9% annual payment escalator, the buyout figure is $38,400.
The seller sits at the closing table and watches that money get deducted straight out of their home equity proceeds just to deliver clean title to the buyer.
The seller saves $1,400 a year on electricity for eight years, only to write a $38,400 check at closing.
Can someone make sense of this to me?
Time to dig in to everyone's favorite seasonal business: Spirit Halloween.
Commercial landlords spend years searching for permanent tenants and Spirit Halloween prints $1.1 billion, most of which comes over an 8 week period, inside of this vacant boxes.
Every fall, Spirit Halloween opens roughly 1,500 temporary retail stores across North America.
The real estate model relies on four structural mechanics:
1. The Big Box Graveyard Arbitrage: Spirit Halloween does not build stores. They exclusive target dead retail inventory: empty Bed Bath & Beyond, Sears, Toys "R" Us and Rite Aid footprints ranging from 20,000 to 50,000 square feet.
Empty commercial boxes cost landlords tens of thousands of dollars every month in property taxes, common area maintenance, security, and insurance.
Spirit signs temporary three month leases. Landlords accepts pennies on the dollar because temporary revenue covers their unrecoverable carrying costs while they shop for a long term tenant.
2. Asymmetrical Kick Out Clauses: Spirit scouts locations starting in January and signs contingent leases by early summer.
The contract sometimes gives the landlord an out of a permanent tenants signs before mid summer.
Once August 1 hits, the lease locks in. Spirit takes possession, sets up the store in a week using modular fixtures, and can open!
3. Modular Deployment Speed: traditional retail buildouts take four to six months and cost hundreds of thousand of dollars in drywall, fixtures, and tenant improvements.
Spirit deploys a modular kit. Every display, register, and sign fits into standardized shipping containers. A crew of temporary workers transforms an empty concrete box into a fully stocked retail floor in just over a weeks time.
On November 1, they pack the entire store back into trucks with 72 hours.
4. 90% of Revenue in 60 Days: Spirit generates roughly $1 billion in gross sales during a 60 day window.
They pay no full year rent, zero permanent maintenance, and carry no off season retail overhead. When the season ends, the risk transfers back to the commercial landlord holding the empty building.
It will always blow my mind that Americans spend $40 billion a year renting space to store depreciating goods they bought on credit.
There are more than 51,000 self storage facilities in the US. That is more physical locations than McDonald's (~13,500), Starbucks (~16,000), and Subway (~20,000) combined. That footprint exceeds 2.1 billion square feet of rentable storage space.
Roughly 11% of all American households (over 14 million) rent a self storage unit.
Buc-ee's is not a gas station. Rather, it's an eighty thousand square foot department store masquerading as a highway rest stop and one of the best businesses ever.
The Luling, Texas location spans 75,593 square feet with 120 fueling positions. The town of Luling has a population under 6,000 people. Dropping a $40 million retail asset into rural Caldwell County sounds completely insane until you understand the mechanics.
1. Dirt Arbitrage: traditional highway plazas compete for tight suburban parcels within 15 miles of a metro. Buc-ee's buys 30 to 45 miles outside the city line. Land on Interstate 10 or Interstate 35 out in rural corridors trades at a tiny fraction of metro pricing. That basis discount allows Buc-ee's acquire 25 to 30 acres per site. They build 1,000 parking stalls and massive footprint layouts that no urban convenience and gas operator can match.
2. Negative Customer Filtering: Buc-ee's explicitly bans 18 wheelers and commercial semi-trucks from their properties. Truck stops build their entire business model around diesel sales from professional truckers, but commercial trucks tear up asphalt, dominate pump lanes, and are known for participating in *shady* activity on site during overnights. By banning big rigs, Buc-ee's created a clean, safe, family friendly environment designed specifically for passenger vehicles, minivans, and tourists.
3. The Gas Pump Funnel: the National Association of Convenience Stores reports that typical fuel retail nets only 3 to 7 cents per gallon after card processing fees. Buc-ee's prices gas aggressively to pull passenger traffic off the interstate and is pure customer acquisition. Once they get you inside:
- High margin hot brisket on the center cutting board
- private label packaged goods (beaver nugs)
- massive wall displays of branded apparel
- spotless, full time attended bathrooms
Inside, gross margins on merchandise run between 35% and 60% across general retail and prepared food. This cash flow engine is why Buc-ee's can post their wage boards publicly outside every store: cashiers starting at $18 to $21 per hour with full 401(k) matching, car wash managers at $125,000, and general managers earning up to $225,000 to $275,000 without requiring a college degree.
Here is a classic example of how Americans end up financially trapped, crushed by fixed costs relative to their income, and almost zero liquid savings when life happens.
A family with a $550,000 net worth can still end up putting an $11,500 emergency on a credit card. It happens all the time. How?
- $350k in home equity. Liquid enough where if things really got tough, they sell, but for an $11,500 emergency, illiquid. More likely to open a HELOC AT 8.5%
- $180k in 401(k). Locked until age 59.5 without penalty. Pulling it early costs 10% plus ordinary income taxes. That's about 30% of every dollar you withdraw gone before it ever hits the bank account.
- $12k in checking and savings. This is the only money the family can spend.
When central air conditioning unit dies in July and the replacement quote comes in at $11,500, the family cannot access 98% of their wealth in the immediate term. So they put it on a credit card at 24.99% interest.
They open their net worth tracker or check the Zestimate and see $550,000. They feel like they are doing well, but their actual financial situation runs on $12,000 of liquid and accessible cash.
The wealth is definitely real on paper but the stress at the kitchen table is also real. Don't sleep on how many Americans are in this situation and how painful those conversations and emergencies seem in the moment.
Liquidity will always create safety and optionality and more people need to see the reality in that.
The National Association of Home Builder's builder sentiment index dropped to 32 this month, a 12 month low and below the expected reading of 34. Mortgage purchase applications are down 19% year over year and rates are above 7% again.
It feels like both sides of the housing market are retreating at the same time. Buyers cannot afford to buy and builders cannot afford to build. When builders stop pulling permits, the supply of new homes shrinks.
New construction already makes up for more than 30% of total for sale inventory, which is almost 3x the historical average. Existing homeowners are not selling because they are locked into sub 4% mortgages.
So, the new construction pipeline is doing most of the heavy lifting on supply. When the builder confidence / sentiment collapses, that pipeline slows down. This results in fewer starts, fewer completions, and less inventory hitting the market over the next few years.
People waiting for housing prices to fall are watching demand drop and assuming supply will stay constant. It will not. The data clearly shows that supply is contracting right alongside demand.
We see the same thing across most of the markets we build in across the country: land costs, financing rates and material costs from tariffs have all moved against the builder over the last year, which results in cratering sentiment from those who build.
Unfortunately, that is how affordability gets worse and not better.
How do we get ourselves out of this mess?
If Jermaine Dupri and Ludacris were updating you on our Atlanta project, they'd say:
Welcome to Atlanta, where the players play.
We work on the site and make progress everyday.
Mud on the seams, tape the joints, let it set.
Sand it down smooth, hit the prime coat, not done yet.
Dust on our boots plastic sheeting on the floor. Finishing drywall, every wall, and corridor.
Trim and casing, interior doors on deck. Tomorrow afternoon, that truck pulls up to spec.
Hang the six panels, case the frame up tight. Base mold, show mold, quarter round, right.
We don't cut corners, we cut crown mold clean. ATL single family, watch us build this dream.
[yes, this white body has some motion]
The starter home equity narrative falls apart when you look at how amortization schedules actually work.
At a 7.1% mortgage rate on a 30 year fixed mortgage, amortization schedules eat 80% plus of payments in interest, taxes, and insurance.
The vast majority of every dollar you hand to the bank disappears into financing charges. A tiny fraction touches the principal balance.
Buyers believe they are accumulating net worth (and some are through appreciation). But many are locking capital into dead equity that yields 0% liquidity while inflation erodes the debt anyway.
Commercial operators do not build equity by amortizing 30 year consumer debt. When underwriting a 65% loan to cost and 35% equity, equity is built on the front end through the buy (basis, basis, basis) and deal structure.
Waiting decades a for a bank amortization curve to deliver wealth is an *expensive* way to own real estate!
Most small residential development deals fail on paper before the funding hits the account and the land is purchased.
After investing in more than 40 deals across 15 markets, here is the exact 10 part due diligence list for a small residential build to to sell deal:
9. Financial Underwriting and Returns
- uses: land basis, acquisition, closing costs, and hard construction
- soft costs: architectural, civil engineering, permit fees, and utility taps
- carrying costs: property taxes, builders risk insurance, and HOA dues
- financing costs: loan origination, inspection fees, interest carry, title costs
- sales costs: staging, broker commissions, and selling closing concessions
- revenue: gross expected sales price minus concessions and broker fees equals net proceeds
10. Financing, Legal, Insurance
- senior loan terms: loan amount, interest rate, term and extension fees
- guarantees: personal guaranty, completion guaranty, and carve outs
- equity terms: operating agreement, ownership percentages, and waterfall terms
- title policy and recorded survey
- insurance stack: builders risk, general liability, and subcontractor coverage
- post completion property coverage and course of construction exclusions
Hope this helps!