0001627282-23-000037 | 10-Q | XBRL Viewer

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

Derivative Instruments - Fair Values by Balance Sheet Location (Details) - VIE, primary beneficiary - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Derivative [Line Items]
Derivative assets	$ 1,761
Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	1,761	$ 1,646
Interest rate swap \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	1,628	1,646
Interest rate cap \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	$ 133	$ 0

Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-12

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480493/946-210-55-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(3)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5C
-Subparagraph (SX 210.12-13C(Column H)(Footnote 7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5C

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(3)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5C
-Subparagraph (SX 210.12-13C(Column H))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5A
-Subparagraph (SX 210.12-13A(Column E))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5A

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5B
-Subparagraph (SX 210.12-13B(Column E))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5B
-Subparagraph (SX 210.12-13B(Column E)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5B

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483466/210-20-50-3

Reference 22: http://www.xbrl.org/2003/role/exampleRef
-Topic 210
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483444/210-20-55-22

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483444/210-20-55-10

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-10

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Accounting Policies of the Company

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries, which include variable interest entities (“VIEs”) where we are considered the primary beneficiary and voting interest entities (“VOEs”), where we have determined that we have a controlling financial interest, under the “Consolidations” Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) (Topic 810). The equity and net income or loss attributable to noncontrolling interests in subsidiaries is shown separately in the accompanying condensed consolidated balance sheets, statements of operations, and statements of changes in stockholders’ equity. All intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

We determine if an entity is a VIE based on several factors, including whether the equity holders, as a group, lack the characteristics of a controlling financial interest. We analyze any investments in VIEs to determine if we are the primary beneficiary. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE.

Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative analysis focused on identifying which reporting entity has both (i) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment. We consolidate any VIEs for which we are the primary beneficiary and we disclose our maximum exposure to loss related to the consolidated VIEs. See Note 3 – VIEs for more detail.

Voting Interest Entities

Entities that do not qualify as VIEs are generally assessed for consolidation as VOEs. For VOEs, we consolidate an entity if we have a controlling financial interest. We have a controlling financial interest in a VOE if (i) for legal entities other than partnerships, we own a majority voting interest in the entity or, for limited partnerships and similar entities, we own a majority of the entity’s kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights, and no other conditions exist that would indicate that we do not control the entity.

Interim Unaudited Financial Data

Our condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements, including notes, are unaudited, exclude some of the disclosures required for annual consolidated financial statements, and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022.

Use of Accounting Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates.

Reclassification

On January 17, 2023, the Company’s board of directors approved an amendment to its certificate of incorporation to effect a 1-for-1.6820384 reverse stock split of Class A common stock, Class B common stock and Series B preferred stock. The reverse stock split was effected on January 17, 2023. Certain prior period amounts have been updated to reflect the reverse stock split including share and per share amounts and additional paid-in-capital amounts on the condensed consolidated statement of equity for each of the three months ended March 31, 2022 and June 30, 2022.

Cash

Cash includes cash in bank accounts. The Company deposits cash with several high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash balances may exceed FDIC limits. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held.

Restricted Cash

Restricted cash consists of held in escrow accounts by contractual agreement with lenders as part of financial loan covenant requirements.

Investments in Unconsolidated Entities

If an entity is not a VIE, our determination of the appropriate accounting method with respect to our investments in limited liability companies and other investments is based on voting control. For our managing member interests in limited liability companies, we are presumed to control (and therefore consolidate) the entity, unless the other limited partners have substantive rights that overcome this presumption of control. These substantive rights allow the limited partners to remove the general partner with or without cause or to participate in significant decisions made in the ordinary course of the entity’s business. We account for our non-controlling investments in these entities under the equity method. Our investments in unconsolidated subsidiaries in which we have the ability to exercise significant influence over operating and financial policies, but do not control, or entities which are VIE in which we are not the primary beneficiary are accounted for under the equity method. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the equity method investment’s earnings and distributions. Our share of the earnings or loss from equity method investments is included in other income (expenses), net on the accompanying condensed consolidated statements of operations.

Our determination of the appropriate accounting treatment for an investment in a subsidiary requires judgment of several factors including the size and nature of our ownership interest and the other owners’ substantive rights to make decisions for the entity. If we were to make different judgments or conclusions as to the level of our control or influence, it could result in a different accounting treatment. Consolidating an investment generally would have no impact on our net income or stockholders’ deficit attributable to CaliberCos Inc. in any accounting period, but a different treatment would impact individual income statement and balance sheet line items, as consolidation would effectively “gross up” our statement of operations and balance sheet.

As of June 30, 2023 and December 31, 2022, the carrying amount of our investments in unconsolidated entities was $3.2 million. In certain situations, the Company has invested only a nominal amount of cash, or no cash at all, into a venture. As the manager of the venture, we are entitled to 15.0% – 35.0% of the residual cash flow produced by the venture after the payment of any priority returns. Under the equity method, impairment losses are recognized upon evidence of other-than-temporary losses of value. For the three and six months ended June 30, 2023 and 2022, the Company had no impairment losses related to its investments in unconsolidated entities.

Depreciation and Amortization Expense

Depreciation expense includes costs associated with the purchase of furniture and equipment and office leasehold improvements which are recorded at cost. Furniture and equipment costs are depreciated using the straight-line method over the estimated useful life of the asset, generally three to seven years beginning in the first full month the asset is placed in service. Office leasehold improvements are amortized using the straight-line method over the shorter of the respective estimated useful life or the lease term.

Impairment of Long-Lived Assets

Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined not to be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset.

For the three and six months ended June 30, 2023 and 2022, the Company had no impairment losses related to its real estate and other long-lived assets.

Concentration of Credit Risk

Substantially all of the Company’s revenues are generated from the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, and Texas. The Company mitigates the associated risk by:

•diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties;

•diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located;

•diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and

•maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies.

Noncontrolling Interests in Consolidated Real Estate Partnerships

We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests within the accompanying condensed consolidated statements of changes in stockholders’ equity. Noncontrolling interests consist of equity interests held by limited partners in consolidated real estate partnerships. We attribute to noncontrolling interests their share of income or loss of the consolidated partnerships based on their proportionate interest in the results of operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity and partners’ capital accounts.

The terms of the partnership agreements generally require the partnerships to be liquidated following the sale of the underlying real estate assets. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of noncontrolling interests. The terms of certain partnership agreements outline differing classes of equity ownership, some of which are redeemable by the partnership at the partnership manager’s discretion.

Revenue Recognition

In accordance with the ASC 606, Revenue from Contracts with Customers (“ASC 606”), management applies the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. The Company’s revenues primarily consist of fund management and transaction and advisory fees.

Fund Management

Asset management fees generated from the funds are generally based on 1.0% to 1.5% of the unreturned capital contributions in a particular fund and include reimbursement for costs incurred on behalf of the fund, including an allocation of certain overhead costs. The Company earns an asset management fee of 0.70% of the Caliber Hospitality Trust’s (as defined in Note 3 – VIEs) enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. These customer contracts require the partnership to provide management services, representing a performance obligation that the partnership satisfies over time.

Performance allocations are an arrangement in which we are entitled to an allocation of investment returns, generated within the investment funds which we manage, based on a contractual formula. We typically receive 15.0% to 35.0% of all cash distributions from (i) the operating cash flow of each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of preferred capital contributions; and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions. Our funds’ preferred returns range from 6.0% to 12.0%, typically 6.0% for common equity or 10.0% to 12.0% for preferred equity, which does not participate in profits. Performance allocations are related to services which have been provided and are recognized when it is determined that they are no longer probable of significant reversal, which is generally satisfied when an underlying fund investment is realized or sold.

Transaction and Advisory Fees

Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets we manage, such as set-up and fund formation services associated with marketing, soliciting, and selling member interests in the affiliated limited partnerships, brokerage services, construction and development management services, loan placement and guarantees. The recognition and measurement of revenue is based on the assessment of individual contract terms. For performance obligations satisfied at a point in time, there are no significant judgments made in evaluating when the customer obtains control of the promised service.

For performance obligations satisfied over time, significant judgment is required to determine how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measurement of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information that is reasonably available to the Company. Revenues are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

Set-up services are a one-time fee for the initial formation, administration, and set-up of the private equity real estate fund. These fees are recognized at the point in time when the performance under the contract is complete.

Fund formation fees are earned at a point in time at a fixed rate based on the amount of capital raised into certain managed funds. Services include marketing, offering, registration, and ultimately raising capital.

Accounts Receivable

Accounts receivable primarily consists of reimbursable expenses from third-party development projects. The Company continually reviews receivables and determines collectability by taking into consideration the history of past write-offs, collections, current credit conditions, payment history, and the financial condition of the related third-party service providers. In the event that the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in operating costs on the accompanying condensed consolidated statements of operations. The Company did not record an allowance for doubtful accounts as of June 30, 2023 and December 31, 2022.

Related Parties

In the normal course of business, the Company enters into transactions with related parties. Related parties include affiliates of the entity, entities under common control of the Company, significant stockholders and executive management and members of their immediate families, and other parties that can significantly influence the management and operating policies of the Company.

Leases

Lessor

At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The Company did not have any sales-type or direct financing leases as of June 30, 2023. For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component.

Lessee

To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date.

The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes.

The right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received.

The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly.

Accounting Policies of Consolidated Funds

Accounting for Real Estate Investments

Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset acquisition or a business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business includes a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of our consolidated fund acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate assets acquired.

Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. Our consolidated funds allocate the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Our consolidated funds determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. Our consolidated funds determine the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition.

If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred.

Cost Capitalization and Depreciation

Our consolidated funds capitalize costs, including certain indirect costs, incurred in connection with their development and construction activities. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with capital addition activities at the asset level. Interest, property taxes and insurance are also capitalized during periods in which redevelopment, development and construction projects are in progress. Capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, commence at the point in time when activities necessary to get the assets ready for their intended use are in progress. This includes when assets are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. Our consolidated funds cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes or other properties are available for occupancy. Cost of ordinary repairs, maintenance and resident turnover are charged to operating expense, as incurred.

Depreciation for all tangible real estate assets is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of our real estate assets are as follows:


Building and building improvements			15 – 40 years
Furniture, fixtures, and equipment			3 – 7 years

For the three and six months ended June 30, 2023, depreciation expense was $2.7 million and $5.1 million, respectively. For the three and six months ended June 30, 2022, depreciation expense was $2.4 million and $4.6 million, respectively.

Impairment of Long-Lived Assets

Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined to not be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, our consolidated funds recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset.

For the three and six months ended June 30, 2023 and 2022, our consolidated funds did not record an impairment loss related to its real estate and other long-lived assets.

Cash

Cash includes cash in bank accounts. The consolidated funds deposit cash with several high-quality financial institutions. These deposits are guaranteed by the FDIC up to an insurance limit of $250,000. At times, cash balances may exceed FDIC limits. Although the consolidated funds bear risk on amounts in excess of those insured by the FDIC, they have not experienced and do not anticipate any losses due to the high quality of the institutions where the deposits are held.

Restricted Cash

Restricted cash consists of tenant security deposits and cash reserves required by certain loan agreements for capital improvements and repairs. As improvements and repairs are completed, related costs incurred by the consolidated funds are funded from the reserve accounts. Restricted cash also includes cash held in escrow accounts by mortgage companies on behalf of the consolidated funds for payment of property taxes, insurance, and interest.

Consolidated Fund Revenues

In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Our consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income.

Consolidated funds – hospitality revenue

Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues are recorded net of sales tax.

Our consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, the consolidated funds are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased. These fees are generally payable at the time the hotel guest checks out of the hotel. The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied, and the services have been rendered.

For food and beverage, revenue is recognized upon transfer of promised products or services to customers in an amount that reflects the consideration the consolidated funds received in exchange for those services, which is generally when payment is tendered at the time of sale.

The consolidated funds receive deposits for events and rooms. Such deposits are deferred and included in other liabilities on the accompanying condensed consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place.

Consolidated funds – other revenue

Consolidated funds – other revenue includes rental revenue of $1.4 million and $2.3 million, for the three and six months ended June 30, 2023, respectively, and $0.7 million and $2.0 million for the three and six months ended June 30, 2022, respectively. Rental revenue includes the revenues generated primarily by the rental operations of the residential (multi-family and single-family) and commercial properties of our consolidated funds.

Upon adoption of ASC 842, Leases (“ASC 842”), effective January 1, 2022, at the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The consolidated funds did not have any sales-type or direct financing leases as of June 30, 2023. For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

Prior to the adoption of ASC 842, rental revenue consisted of the amount each tenant paid in accordance with the terms of each lease and were reported on a straight-line basis over the initial noncancelable term of the lease, net of any concessions, and recognized when earned and collectability was reasonably assured. These revenues were recorded net of any sales and occupancy taxes collected from tenants. Rental revenue is not within the scope of ASC 606 and was accounted for in accordance with ASC 840 — Leases.

In addition, consolidated funds - other revenue includes interest income of $0.9 million and $1.8 million, for three and six months ended June 30, 2023, respectively, and $0.7 million and $1.3 million for the three and six months ended June 30, 2022, respectively, which is generated by a consolidated fund’s lending activity. Interest income is recognized on the accrual basis of accounting in accordance with the lending agreements over the term of the respective loan agreement.

Consolidated Fund Expenses

Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise related to, our consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by our consolidated funds, gain on extinguishment of debt, gain on derivative instruments, insurance expenses, professional fees and other costs associated with administering and supporting those funds.

Accounts Receivable

Accounts receivable primarily consists of amounts due from guests or groups for hotel rooms and services provided by the hotel properties. Accounts receivable also include due, but unpaid, rental payments. Our consolidated funds continually review receivables and determine collectability by taking into consideration the history of past write-offs, collections, current credit conditions, tenant payment history, the financial condition of the tenants, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is uncertain, our consolidated funds will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying condensed consolidated statements of operations. Our consolidated funds had an immaterial amount of allowance for doubtful accounts as of June 30, 2023 and no allowance for doubtful accounts as of December 31, 2022.

Derivative Instruments

The consolidated funds record all derivative instruments on the condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of the derivative and the effect on the financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged. If the consolidated fund elects not to apply hedge accounting treatment, any changes in the fair value of the derivative instruments is recognized immediately in consolidated funds - hospitality expenses in the condensed consolidated statements of operations. If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss).

Fair Value of Financial Instruments

The fair value of financial instruments is disclosed in accordance with ASC 825, Financial Instruments. The fair value of our financial instruments is estimated using available market information and established valuation methodologies. The estimates of fair value are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts.

Fair Value Measurements

Fair value measurements and disclosures consist of a three level valuation hierarchy. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the ability to observe the inputs employed in the measurement using market participant assumptions at the measurement date. An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

•Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

•Level 2 – Inputs include quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

•Level 3 – Unobservable inputs for the asset or liability. These unobservable inputs reflect assumptions about what market participants would use to price the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting company’s own data)

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. The amendments in ASU 2020-06 are effective for the Company for reporting periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted beginning after December 15, 2020. We are currently evaluating the impact of ASU 2020-06, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows From Operating Activities
Net (loss) income	$ (11,285)	$ 19,717
Changes in operating assets and liabilities:
Net cash provided by operating activities	(3,459)	989
Cash Flows From Investing Activities
Net cash used in investing activities	(42,920)	(17,882)
Cash Flows From Financing Activities
Net cash provided by financing activities	51,857	27,301
Net Change in Cash and Restricted Cash	5,478	10,408
Cash and Restricted Cash at Beginning of Period	15,934	16,532
Cash and Restricted Cash at End of Period	21,412	26,940
Reconciliation of Cash and Restricted Cash
Cash at beginning of period	7,657	8,378
Restricted cash at beginning of period	8,277	8,154
Cash and Restricted Cash at Beginning of Period	15,934	16,532
Cash at end of period	8,555	15,580
Restricted cash at end of period	12,857	11,360
Cash and Restricted Cash at End of Period	21,412	26,940
Excluding consolidated VIE
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	258	16
Non-cash lease expense and gain on lease extinguishment	(290)	0
Non-cash performance allocations	(2,382)	0
Equity-based compensation	2,624	201
Amortization of above-market/below market leases and straight-line rent, net	108	0
Amortization of deferred financing costs	(15)	0
Changes in operating assets and liabilities:
Due from related parties	637	1,257
Prepaid expenses, right-of-use assets and other assets	3,198	(1,038)
Accounts payable and accrued expenses	1,405	(204)
Due to related parties	(70)	(610)
Lease liabilities and other liabilities	359	(455)
Cash Flows From Investing Activities
Investments in real estate assets	(127)	(128)
Acquisition of real estate assets	(19,472)	0
Investments in unconsolidated entities	(90)	(686)
Funding of notes receivable - related party	(980)	0
Payment received on notes receivable - related party	480	0
Cash Flows From Financing Activities
Payment of deferred financing costs	(253)	0
Proceeds from the issuance of common stock, net of issuance costs	3,248	12
Payments of treasury stock - buyback obligation	(183)	(157)
Excluding consolidated VIE \| Related party
Cash Flows From Financing Activities
Proceeds from notes payable	4,000	0
Repayments of notes payable	(4,365)	(35)
Excluding consolidated VIE \| Nonrelated party
Cash Flows From Financing Activities
Proceeds from notes payable	42,816	6,585
Repayments of notes payable	(2,237)	(868)
VIE, primary beneficiary
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	5,134	4,648
Non-cash lease expense and gain on lease extinguishment	(53)	0
Amortization of above-market/below market leases and straight-line rent, net	(244)	(38)
Amortization of deferred financing costs	737	326
Gain on the disposition of real estate	0	(21,530)
Loss (gain) on extinguishment of debt	2	(3,131)
Gain on derivative instruments	(30)	0
Loss on disposal of furniture, fixtures and equipment	413	0
Impairment	0	182
Amortization of advanced key money	(37)	(38)
Changes in operating assets and liabilities:
Accounts receivable, net	1,267	(63)
Due from related parties	11	97
Prepaid expenses, right-of-use assets and other assets	(4,617)	(209)
Accounts payable and accrued expenses	(773)	(200)
Due to related parties	266	598
Lease liabilities and other liabilities	(82)	1,463
Cash Flows From Investing Activities
Investments in real estate assets	(10,223)	(28,375)
Acquisition of real estate assets	(6,643)	0
Funding of notes receivable - related party	(8,309)	(4,067)
Payment received on notes receivable - related party	1,935	191
Consolidation of VIEs	12,927	1,393
Deconsolidation of VIEs	(12,418)	(16,882)
Proceeds from the sale of real estate assets	0	30,672
Cash Flows From Financing Activities
Payment of deferred financing costs	(2,515)	(241)
Proceeds from notes payable	60,535	23,315
Repayments of notes payable	(57,687)	(16,969)
Contributions from noncontrolling interest holders	14,416	16,563
Redemptions of noncontrolling interests	(1,290)	(1,610)
Distributions to noncontrolling interest holders	(3,234)	(1,992)
VIE, primary beneficiary \| Related party
Cash Flows From Financing Activities
Proceeds from notes payable	3,239	10,455
Repayments of notes payable	$ (4,633)	$ (7,757)

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Excluding consolidated VIE
Lessor, Lease, Description [Line Items]
July 1, 2023 - December 31, 2023	$ 681
2024	1,349
2025	975
2026	679
2027	206
Thereafter	0
Total	3,890
VIE, primary beneficiary
Lessor, Lease, Description [Line Items]
July 1, 2023 - December 31, 2023	2,016
2024	2,358
2025	1,839
2026	1,713
2027	1,393
Thereafter	3,589
Total	$ 12,908

Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Basic earnings per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares outstanding plus the dilutive impact of all potential dilutive common shares, consisting of stock options and warrants using the treasury stock method, and convertible debt and preferred stock using the if-converted method.

The Company considered the two-class method in calculating the basic and diluted earnings per share, however, it was determined that there was no impact to the calculation of basic and diluted net income (loss) per share attributable to common stockholders as Class A and Class B common stock share in the same earnings and profits, thus, having no impact on the calculation.

The Company has calculated the basic and diluted earnings per share during the three and six months ended June 30, 2023 and 2022 as follows (in thousands, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Numerator:
Net (loss) income attributable to CaliberCos Inc.	$	(5,726)	$	(460)	$	(6,933)	$	89

Convertible debt interest	27		—		51		90
Net (loss) income attributable to common shareholders of CaliberCos Inc.	$	(5,699)	$	(460)	$	(6,882)	$	179
Denominator:
Weighted average shares outstanding – basic	19,612		17,791		18,901		17,873
Dilutive shares – options, net	—		—		—		1,695
Dilutive shares – convertible debt, net	—		—		—		182
Weighted average shares outstanding – diluted	19,612		17,791		18,901		19,750

Basic net (loss) income per share attributable to common shareholders	$	(0.29)	$	(0.03)	$	(0.37)	$	0.01
Diluted net (loss) income per share attributable to common shareholders	$	(0.29)	$	(0.03)	$	(0.37)	$	0.01

The number of antidilutive shares consisted of the potential exercise of stock options and potential conversion of convertible debt. The following table summarizes these potential exercises and conversions during the three and six months ended June 30, 2023 and 2022, which have been excluded from the computation of diluted earnings per share attributable to common shareholders (in thousands):


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022

Additional common shares, if stock options were exercised	1,967	663	1,967	—


Additional common shares, if convertible debt were converted	259	182	259	—
	2,226	845	2,226	—	(1)

______________________________

(1) There were no antidilutive shares for the six months ended June 30, 2022.

Supplemental Cash Flow Disclosures (Details) - USD ($)	6 Months Ended
Supplemental Cash Flow Disclosures (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Other Significant Noncash Transactions [Line Items]
Capitalized interest	$ 0	$ 0
Excluding consolidated VIE
Other Significant Noncash Transactions [Line Items]
Cash paid for interest, net of capitalized interest	2,043,000	568,000
Real estate investments moved to held for sale	0	6,000
Accounts receivable - related party eliminated in consolidation of VIEs	1,853,000	0
Extinguishment of operating lease right-of-use assets	1,059,000	0
Extinguishment of operating lease liabilities	1,340,000	0
Cost of real estate investments included in accounts payable	5,000	0
Issuance of common stock in connection with legal settlement	0	3,200,000
Issuance of common stock in lieu of cash payment for accounts payable	0	100,000
VIE, primary beneficiary
Other Significant Noncash Transactions [Line Items]
Cash paid for interest, net of capitalized interest	6,574,000	4,548,000
Capitalized interest	9,000	3,000
Real estate investments moved to held for sale	0	21,299,000
Cost of real estate investments included in accounts payable	203,000	788,000
Note receivable eliminated in consolidation	2,946,000	0
Cost of real estate investments included in due to related parties	205,000	0
Consolidation of VIEs
Real estate investments, net	86,402,000	0
Accounts receivable, net	4,348,000	0
Due from related parties	2,000	0
Operating lease - right of use assets	8,775,000	0
Prepaid and other assets	2,042,000	568,000
Notes payable, net	80,449,000	22,000
Notes payable - related parties	6,589,000	0
Accounts payable and accrued expenses	8,148,000	130,000
Due to related parties	28,000	0
Operating lease liabilities	12,441,000	0
Other liabilities	2,158,000	688,000
Noncontrolling interests	33,732,000	4,029,000
Deconsolidation of VIEs
Real estate investments, net	74,061,000	0
Accounts receivable, net	3,609,000	2,000
Operating lease - right of use assets	8,775,000	0
Prepaid and other assets	1,634,000	48,000
Due from related parties	2,000	0
Due to related parties	28,000	767,000
Notes payable, net	68,500,000	0
Notes payable - related parties	1,777,000	0
Accounts payable and accrued expenses	7,038,000	0
Operating lease liabilities	12,441,000	0
Other liabilities	1,928,000	4,000
Noncontrolling interests	$ 21,957,000	$ 101,000

Fair Value of Financial Instrument (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Excluding consolidated VIE
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 54,964	$ 14,653
Excluding consolidated VIE \| Real estate notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	16,300
Long-term debt, fair value	9,300
VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	147,277	134,256
Carrying Value \| Hampton Inn & Suites Hotel \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	6,039	6,136
Carrying Value \| Northsight Crossing AZ, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	14,121	14,319
Carrying Value \| Southpointe Fundco, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	1,050	1,050
Carrying Value \| Circle Lofts, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	4,849	4,889
Carrying Value \| Tucson East, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	12,000	0
Carrying Value \| West Frontier, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	4,449	0
Fair Value \| Hampton Inn & Suites Hotel \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	4,655	4,594
Fair Value \| Northsight Crossing AZ, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	9,869	9,302
Fair Value \| Southpointe Fundco, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	1,050	1,004
Fair Value \| Circle Lofts, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	1,848	1,915
Fair Value \| Tucson East, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	11,024	0
Fair Value \| West Frontier, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	$ 3,861	$ 0

VIEs - Narrative (Details)	6 Months Ended
VIEs - Narrative (Details)	Jun. 30, 2023 entity fund	Jun. 30, 2022 entity
Variable Interest Entity [Line Items]
Number of entities deconsolidated, sold \| entity	5
Number of entities deconsolidated, no longer significant \| entity		1
Caliber Hospitality, LP
Variable Interest Entity [Line Items]
Variable interest entities, number of consolidated funds \| fund	5
Caliber Hospitality Trust
Variable Interest Entity [Line Items]
Variable interest entities, number of consolidated funds \| fund	1

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Consolidation, Interim Unaudited Financial Data	Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries, which include variable interest entities (“VIEs”) where we are considered the primary beneficiary and voting interest entities (“VOEs”), where we have determined that we have a controlling financial interest, under the “Consolidations” Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) (Topic 810). The equity and net income or loss attributable to noncontrolling interests in subsidiaries is shown separately in the accompanying condensed consolidated balance sheets, statements of operations, and statements of changes in stockholders’ equity. All intercompany balances and transactions have been eliminated in consolidation. Interim Unaudited Financial Data Our condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year. These condensed consolidated financial statements, including notes, are unaudited, exclude some of the disclosures required for annual consolidated financial statements, and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022.
Variable Interest Entities	Variable Interest Entities We determine if an entity is a VIE based on several factors, including whether the equity holders, as a group, lack the characteristics of a controlling financial interest. We analyze any investments in VIEs to determine if we are the primary beneficiary. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative analysis focused on identifying which reporting entity has both (i) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment. We consolidate any VIEs for which we are the primary beneficiary and we disclose our maximum exposure to loss related to the consolidated VIEs.
Voting Interest Entities	Voting Interest Entities Entities that do not qualify as VIEs are generally assessed for consolidation as VOEs. For VOEs, we consolidate an entity if we have a controlling financial interest. We have a controlling financial interest in a VOE if (i) for legal entities other than partnerships, we own a majority voting interest in the entity or, for limited partnerships and similar entities, we own a majority of the entity’s kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights, and no other conditions exist that would indicate that we do not control the entity.
Use of Accounting Estimates	Use of Accounting Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates.
Reclassification	ReclassificationOn January 17, 2023, the Company’s board of directors approved an amendment to its certificate of incorporation to effect a 1-for-1.6820384 reverse stock split of Class A common stock, Class B common stock and Series B preferred stock. The reverse stock split was effected on January 17, 2023. Certain prior period amounts have been updated to reflect the reverse stock split including share and per share amounts and additional paid-in-capital amounts on the condensed consolidated statement of equity for each of the three months ended March 31, 2022 and June 30, 2022.
Cash	Cash Cash includes cash in bank accounts. The Company deposits cash with several high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash balances may exceed FDIC limits. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. Cash Cash includes cash in bank accounts. The consolidated funds deposit cash with several high-quality financial institutions. These deposits are guaranteed by the FDIC up to an insurance limit of $250,000. At times, cash balances may exceed FDIC limits. Although the consolidated funds bear risk on amounts in excess of those insured by the FDIC, they have not experienced and do not anticipate any losses due to the high quality of the institutions where the deposits are held.
Restricted Cash	Restricted Cash Restricted cash consists of held in escrow accounts by contractual agreement with lenders as part of financial loan covenant requirements. Restricted Cash Restricted cash consists of tenant security deposits and cash reserves required by certain loan agreements for capital improvements and repairs. As improvements and repairs are completed, related costs incurred by the consolidated funds are funded from the reserve accounts. Restricted cash also includes cash held in escrow accounts by mortgage companies on behalf of the consolidated funds for payment of property taxes, insurance, and interest.
Investments in Unconsolidated Entities	Investments in Unconsolidated Entities If an entity is not a VIE, our determination of the appropriate accounting method with respect to our investments in limited liability companies and other investments is based on voting control. For our managing member interests in limited liability companies, we are presumed to control (and therefore consolidate) the entity, unless the other limited partners have substantive rights that overcome this presumption of control. These substantive rights allow the limited partners to remove the general partner with or without cause or to participate in significant decisions made in the ordinary course of the entity’s business. We account for our non-controlling investments in these entities under the equity method. Our investments in unconsolidated subsidiaries in which we have the ability to exercise significant influence over operating and financial policies, but do not control, or entities which are VIE in which we are not the primary beneficiary are accounted for under the equity method. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the equity method investment’s earnings and distributions. Our share of the earnings or loss from equity method investments is included in other income (expenses), net on the accompanying condensed consolidated statements of operations. Our determination of the appropriate accounting treatment for an investment in a subsidiary requires judgment of several factors including the size and nature of our ownership interest and the other owners’ substantive rights to make decisions for the entity. If we were to make different judgments or conclusions as to the level of our control or influence, it could result in a different accounting treatment. Consolidating an investment generally would have no impact on our net income or stockholders’ deficit attributable to CaliberCos Inc. in any accounting period, but a different treatment would impact individual income statement and balance sheet line items, as consolidation would effectively “gross up” our statement of operations and balance sheet.
Depreciation and Amortization Expense	Depreciation and Amortization ExpenseDepreciation expense includes costs associated with the purchase of furniture and equipment and office leasehold improvements which are recorded at cost. Furniture and equipment costs are depreciated using the straight-line method over the estimated useful life of the asset, generally three to seven years beginning in the first full month the asset is placed in service. Office leasehold improvements are amortized using the straight-line method over the shorter of the respective estimated useful life or the lease term.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined not to be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset. Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined to not be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, our consolidated funds recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset.
Concentration of Credit Risk	Concentration of Credit Risk Substantially all of the Company’s revenues are generated from the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, and Texas. The Company mitigates the associated risk by: •diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties; •diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located; •diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and •maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies.
Noncontrolling Interests in Consolidated Real Estate Partnerships	Noncontrolling Interests in Consolidated Real Estate Partnerships We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests within the accompanying condensed consolidated statements of changes in stockholders’ equity. Noncontrolling interests consist of equity interests held by limited partners in consolidated real estate partnerships. We attribute to noncontrolling interests their share of income or loss of the consolidated partnerships based on their proportionate interest in the results of operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity and partners’ capital accounts. The terms of the partnership agreements generally require the partnerships to be liquidated following the sale of the underlying real estate assets. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of noncontrolling interests. The terms of certain partnership agreements outline differing classes of equity ownership, some of which are redeemable by the partnership at the partnership manager’s discretion.
Revenue Recognition	Revenue Recognition In accordance with the ASC 606, Revenue from Contracts with Customers (“ASC 606”), management applies the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. The Company’s revenues primarily consist of fund management and transaction and advisory fees. Fund Management Asset management fees generated from the funds are generally based on 1.0% to 1.5% of the unreturned capital contributions in a particular fund and include reimbursement for costs incurred on behalf of the fund, including an allocation of certain overhead costs. The Company earns an asset management fee of 0.70% of the Caliber Hospitality Trust’s (as defined in Note 3 – VIEs) enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. These customer contracts require the partnership to provide management services, representing a performance obligation that the partnership satisfies over time. Performance allocations are an arrangement in which we are entitled to an allocation of investment returns, generated within the investment funds which we manage, based on a contractual formula. We typically receive 15.0% to 35.0% of all cash distributions from (i) the operating cash flow of each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of preferred capital contributions; and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions. Our funds’ preferred returns range from 6.0% to 12.0%, typically 6.0% for common equity or 10.0% to 12.0% for preferred equity, which does not participate in profits. Performance allocations are related to services which have been provided and are recognized when it is determined that they are no longer probable of significant reversal, which is generally satisfied when an underlying fund investment is realized or sold. Transaction and Advisory Fees Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets we manage, such as set-up and fund formation services associated with marketing, soliciting, and selling member interests in the affiliated limited partnerships, brokerage services, construction and development management services, loan placement and guarantees. The recognition and measurement of revenue is based on the assessment of individual contract terms. For performance obligations satisfied at a point in time, there are no significant judgments made in evaluating when the customer obtains control of the promised service. For performance obligations satisfied over time, significant judgment is required to determine how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measurement of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information that is reasonably available to the Company. Revenues are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Set-up services are a one-time fee for the initial formation, administration, and set-up of the private equity real estate fund. These fees are recognized at the point in time when the performance under the contract is complete. Fund formation fees are earned at a point in time at a fixed rate based on the amount of capital raised into certain managed funds. Services include marketing, offering, registration, and ultimately raising capital.
Accounts Receivable	Accounts Receivable Accounts receivable primarily consists of reimbursable expenses from third-party development projects. The Company continually reviews receivables and determines collectability by taking into consideration the history of past write-offs, collections, current credit conditions, payment history, and the financial condition of the related third-party service providers. In the event that the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in operating costs on the accompanying condensed consolidated statements of operations. The Company did not record an allowance for doubtful accounts as of June 30, 2023 and December 31, 2022. Accounts Receivable Accounts receivable primarily consists of amounts due from guests or groups for hotel rooms and services provided by the hotel properties. Accounts receivable also include due, but unpaid, rental payments. Our consolidated funds continually review receivables and determine collectability by taking into consideration the history of past write-offs, collections, current credit conditions, tenant payment history, the financial condition of the tenants, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is uncertain, our consolidated funds will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying condensed consolidated statements of operations. Our consolidated funds had an immaterial amount of allowance for doubtful accounts as of June 30, 2023 and no allowance for doubtful accounts as of December 31, 2022.
Related Parties	Related Parties In the normal course of business, the Company enters into transactions with related parties. Related parties include affiliates of the entity, entities under common control of the Company, significant stockholders and executive management and members of their immediate families, and other parties that can significantly influence the management and operating policies of the Company.
Leases, Lessor	Leases Lessor At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The Company did not have any sales-type or direct financing leases as of June 30, 2023. For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component.
Leases, Lessee	Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly.
Accounting for Real Estate Investments	Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset acquisition or a business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business includes a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of our consolidated fund acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate assets acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. Our consolidated funds allocate the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Our consolidated funds determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. Our consolidated funds determine the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred.
Cost Capitalization and Depreciation	Cost Capitalization and Depreciation Our consolidated funds capitalize costs, including certain indirect costs, incurred in connection with their development and construction activities. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with capital addition activities at the asset level. Interest, property taxes and insurance are also capitalized during periods in which redevelopment, development and construction projects are in progress. Capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, commence at the point in time when activities necessary to get the assets ready for their intended use are in progress. This includes when assets are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. Our consolidated funds cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes or other properties are available for occupancy. Cost of ordinary repairs, maintenance and resident turnover are charged to operating expense, as incurred.
Consolidated Fund Revenues	Consolidated Fund Revenues In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Our consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income. Consolidated funds – hospitality revenue Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues are recorded net of sales tax. Our consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, the consolidated funds are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased. These fees are generally payable at the time the hotel guest checks out of the hotel. The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied, and the services have been rendered. For food and beverage, revenue is recognized upon transfer of promised products or services to customers in an amount that reflects the consideration the consolidated funds received in exchange for those services, which is generally when payment is tendered at the time of sale. The consolidated funds receive deposits for events and rooms. Such deposits are deferred and included in other liabilities on the accompanying condensed consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place. Consolidated funds – other revenue Consolidated funds – other revenue includes rental revenue of $1.4 million and $2.3 million, for the three and six months ended June 30, 2023, respectively, and $0.7 million and $2.0 million for the three and six months ended June 30, 2022, respectively. Rental revenue includes the revenues generated primarily by the rental operations of the residential (multi-family and single-family) and commercial properties of our consolidated funds. Upon adoption of ASC 842, Leases (“ASC 842”), effective January 1, 2022, at the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The consolidated funds did not have any sales-type or direct financing leases as of June 30, 2023. For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. Prior to the adoption of ASC 842, rental revenue consisted of the amount each tenant paid in accordance with the terms of each lease and were reported on a straight-line basis over the initial noncancelable term of the lease, net of any concessions, and recognized when earned and collectability was reasonably assured. These revenues were recorded net of any sales and occupancy taxes collected from tenants. Rental revenue is not within the scope of ASC 606 and was accounted for in accordance with ASC 840 — Leases. In addition, consolidated funds - other revenue includes interest income of $0.9 million and $1.8 million, for three and six months ended June 30, 2023, respectively, and $0.7 million and $1.3 million for the three and six months ended June 30, 2022, respectively, which is generated by a consolidated fund’s lending activity. Interest income is recognized on the accrual basis of accounting in accordance with the lending agreements over the term of the respective loan agreement.
Derivative Instruments	Derivative InstrumentsThe consolidated funds record all derivative instruments on the condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of the derivative and the effect on the financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged. If the consolidated fund elects not to apply hedge accounting treatment, any changes in the fair value of the derivative instruments is recognized immediately in consolidated funds - hospitality expenses in the condensed consolidated statements of operations. If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss).
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of financial instruments is disclosed in accordance with ASC 825, Financial Instruments. The fair value of our financial instruments is estimated using available market information and established valuation methodologies. The estimates of fair value are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts.
Fair Value Measurements	Fair Value Measurements Fair value measurements and disclosures consist of a three level valuation hierarchy. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the ability to observe the inputs employed in the measurement using market participant assumptions at the measurement date. An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: •Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. •Level 2 – Inputs include quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. •Level 3 – Unobservable inputs for the asset or liability. These unobservable inputs reflect assumptions about what market participants would use to price the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting company’s own data)
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. The amendments in ASU 2020-06 are effective for the Company for reporting periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted beginning after December 15, 2020. We are currently evaluating the impact of ASU 2020-06, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.

Notes Payable

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Notes Payable

Notes Payable of the Company

Notes payable consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


Notes Payable	June 30, 2023		December 31, 2022		Interest Rate (1)		Maturity Date (1)
Corporate notes	$	37,533	$	13,279	10.00% - 12.00%		July 2023 - March 2025
Convertible corporate notes	1,324		1,374		8.25	%	April 2024
Real estate loans (2)	16,345		—		4.30	%	November 2029
Total notes payable	$	55,202	$	14,653
Deferred financing costs, net	(238)		—
Total notes payable, net	$	54,964	$	14,653

__________________________________

(1) As of June 30, 2023.

(2) On January 31, 2023, Caliber assumed a loan which is secured by Caliber’s headquarters office building (see Note 4 – Real Estate Investments).

Corporate Notes and Convertible Corporate Notes

The Company has entered into multiple general corporate financing arrangements with third parties. The arrangements are generally evidenced in the form of a promissory note and require monthly or quarterly interest-only payments until maturity. Certain corporate notes are secured by the otherwise unencumbered assets of the Company. The loans generally have a 12-month term and may be extended upon the mutual agreement of the lender and the borrower. Management believes it can come to a mutual agreement with each lender to extend the maturities of the notes for an additional 12-month term.

As of June 30, 2023, there were 230 individual corporate notes outstanding, with an average outstanding principal balance of $0.2 million, interest rates ranging from 8.25% to 12.00%, with weighted average interest rate of 11.39%, and maturity dates ranging from July 2023 to March 2025. During the six months ended June 30, 2023, there were no conversions of debt into common stock. Subsequent to June 30, 2023, the corporate notes that matured in July 2023 were either extended for an additional term of 12 to 24 months or were redeemed by the Company. The Company is working to extend those corporate notes which mature in August 2023.

As of December 31, 2022, there were 124 individual corporate notes outstanding, with an average outstanding principal balance of $0.1 million, interest rates ranging from 8.25% to 12.00%, with a weighted average interest rate of 10.19%, and maturity dates ranging from April 2023 to June 2024.

The Company has issued corporate notes with a conversion feature. The conversion price is $7.57 per share of common stock. The holders of the convertible corporate notes can elect to convert all or any portion of the balance at any time. As of June 30, 2023 and December 31, 2022, the value of the conversion feature was zero.

Future Minimum Payments

The following table summarizes the scheduled principal repayments of our indebtedness as of June 30, 2023 (in thousands):


Year	Amount
July 1, 2023 - December 31, 2023	$	2,420
2024	10,624
2025	26,520
2026	304
2027	317
Thereafter	15,017
Total	$	55,202

Deferred Financing Costs

Amortization of deferred financing costs for the Company was an immaterial amount and there were no deferred financing cost write-offs during the three and six months ended June 30, 2023. There were no deferred financing costs or related amortization as of or during the three and six months ended June 30, 2022, respectively.

Notes Payable of the Consolidated Funds

Notes payable of the consolidated funds consisted of the following as of June 30, 2023 and December 31, 2022, respectively (in thousands):


Notes Payable	June 30, 2023			December 31, 2022		Interest Rate (1)	Maturity date (1)
Real Estate Loans
Hampton Inn & Suites Hotel	$	6,039		$	6,136	6.12%	July 2025
Four Points by Sheraton Hotel	11,000			11,000		10.50%	September 2023
Holiday Inn Ocotillo Hotel	9,250			9,250		11.17%	November 2023
Airport Hotel Portfolio	55,000			56,470		13.91%	January 2025
DoubleTree by Hilton Tucson Convention Center	18,640			18,856		4.22%	August 2027
Hilton Tucson East	12,000		(2)	—		6.25%	November 2025
DT Mesa Holdco II, LLC	3,000			3,000		7.10%	November 2023
Circle Lofts, LLC	4,849			4,889		5.25%	August 2050
Northsight Crossings AZ, LLC	14,121			14,320		3.75%	February 2029
Southpointe Fundco, LLC	1,050			1,050		9.99%	December 2023
West Frontier Holdco, LLC	4,449		(3)	—		6.35%	February 2038
Total Real Estate Loans	139,398			124,971
Economic injury disaster loans	450			450		3.75%	June 2050
Revolving line of credit	4,500			4,500		8.25%	August 2023
Member notes	5,600			5,025		10.00%	June 2025
Total notes payable	149,948			134,946
Deferred financing costs, net	(2,671)			(690)
Total notes payable, net	$	147,277		$	134,256

__________________________________

(1) As of June 30, 2023.

Real Estate Loans

The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Unless otherwise noted below, the consolidated funds were in compliance with the required financial covenants as of June 30, 2023.

Hampton Inn & Suites Hotel

In July 2015, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Scottsdale, Arizona. The terms of the note require monthly principal and interest payments, with a balloon payment due at maturity. The loan has a fixed interest rate of 6.12% in effect through the maturity date in July 2025. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date, subject to a prepayment premium fee. The loan is guaranteed by an individual who is an affiliate of the Company.

Four Points by Sheraton Hotel

In June 2018, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Phoenix, Arizona. The loan requires monthly interest-only payments until maturity. The loan is guaranteed by the Company and matures in September 2023. Per the terms of this agreement, the interest rate on the loan is equal to US Prime Rate plus 2.25%, with a floor rate of 9.65%, until August 31, 2023, at which time, the interest rate increases to 18% until the loan is paid in full or replaced with construction financing from the lender.

Holiday Inn Ocotillo Hotel

In July 2018, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Chandler, Arizona. The loan requires monthly interest-only payments. The interest rate on the loan is equal to 1-month LIBOR plus 6.00%, with a floor rate of 11.00% until maturity in May 2023. In May 2023, the loan agreement was amended and restated with the lender, extending the maturity date to November 2023 and amending the interest rate to SOFR plus 600 basis points, with a floor rate of 11.00%. The loan is guaranteed by the Company.

Airport Hotel Portfolio

In September 2018, the consolidated fund entered into a portfolio loan agreement which was secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio. The loan had a variable interest rate equal to one-month LIBOR plus 3.75% and the loan required interest-only payments until maturity. The loan was guaranteed by the Company and individuals who are affiliates of the Company. In January 2023, the consolidated fund paid the loan amount outstanding in full.

In January 2023, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio. Per the terms of the loan agreement, the loan has a variable interest rate equal to SOFR plus 8.75% and matures in January 2025. In connection with the loan, the consolidated fund entered into an interest rate cap agreement, which sets the maximum SOFR rate for the loan at 5.00% through January 2024. The loan requires interest-only payments until maturity. The terms of the loan do not allow the prepayment of the outstanding balance in part prior to the maturity date but can be prepaid in whole subject to certain conditions, terms and fees outlined in the loan agreement. The terms of the loan agreement require an exit fee equal to 1.25% of the original principal amount of the loan and a minimum return equal to 30.0% of the original principal amount of the loan less any interest payments made at the time the loan is repaid in full. The exit fee was accrued upon entering into the loan and recorded as a deferred financing cost to be amortized over the life of the loan. The loan is guaranteed by the Company and individuals who are affiliates of the Company.

DoubleTree by Hilton Tucson Convention Center

In August 2019, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the DoubleTree by Hilton Tucson Convention Center located in Tucson, Arizona. The loan has a variable interest rate per annum equal to LIBOR plus 2.50%. In connection with the loan, the consolidated fund entered into an interest rate swap agreement, which sets the interest at a fixed rate of 4.22% from September 2022 through August 2027. The loan required interest-only payments until September 2022 and principal and interest payments thereafter until maturity. The terms of the loan allow for the prepayment of the outstanding balance in whole or in part at any time prior to the maturity date. The loan matures in August 2027 and is guaranteed by the Company.

Hilton Tucson East

In November 2021, the consolidated fund entered into a loan agreement which is secured by the deed of trust and assignment of rents of the Hilton Tucson East hotel located in Tucson, AZ. The loan has a fixed interest rate of 6.25% and matures in November 2025. The loan required interest-only payments until June 1, 2023 and principal and interest payments thereafter until maturity. The loan amount may be prepaid prior to maturity subject to certain conditions and terms and a prepayment fee as outlined in the agreement.

DT Mesa Holdco II, LLC

In November 2019, the consolidated fund entered into a loan agreement which is secured by the deed of trust of a commercial building in Mesa, Arizona. The loan requires interest-only payments until maturity and the terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. In December 2022, the terms of the loan agreement were renegotiated, extending the maturity date of the loan to November 2023 and amending the interest rate to the greater of (i) the federal home loan bank rate plus 2.75%% or (ii) 6.50%. The loan is guaranteed by the Company. As of June 30, 2023 and December 31, 2022, the consolidated fund was not in compliance with its debt service coverage ratio requirement based on the operation of the related property. Per the loan agreement, the lender is entitled to declare an event of default unless the Company agrees to partially repay the loan in an amount and on terms satisfactory to the lender. The Company has been in communication with the lender to negotiate an agreement to mitigate any event of default. There can be no assurance, the management believes we will be able to come to an agreement with the lender in order to mitigate any defaults.

Circle Lofts, LLC

In July 2020, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a multi-family property located in Scottsdale, Arizona. The loan bears interest at a fixed annual rate of 5.25% until August 1, 2023. On August 1, 2023 and each six months thereafter until the maturity date in August 2050, the interest rate will be adjusted to a rate which is equal to the sum of the six-month LIBOR plus 3.75%. The loan required interest-only payments until July 2021 and principal and interest payments thereafter until maturity. The loan amount may be prepaid prior to maturity subject to certain conditions and terms outlined in the agreement which defines the schedule of prepayment premiums based on the timing of the exercise of this option. The loan is guaranteed by individuals who are affiliates of the Company.

Northsight Crossings AZ, LLC

In January 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a commercial property in Scottsdale, Arizona. The loan bears interest at an annual rate of 3.75% for the first five years, thereafter, the interest rate is adjusted annually to a rate which is equal to the sum of the published prime rate as defined by the agreement and a margin of 0.5% with a floor of 3.75%. The loan matures in February 2029. Except for an annual maximum principal reduction of 20% of the original principal balance, the loan may be prepaid subject to a 1.0% prepayment premium on the outstanding balance at the time of prepayment during the first two years of the loan. The loan is guaranteed by the Company.

Southpointe Fundco, LLC

In June 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a residential development property in Phoenix, Arizona. The loan has a fixed rate per annum equal to 9.99%. In May 2023, an extension agreement was executed with the lender, extending the maturity date to December 2023. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by an individual who is an affiliate of the Company.

West Frontier Holdco, LLC

In March 2023, the consolidated fund entered into a construction loan agreement which is secured by a deed of trust and assignment of rents of a multi-family residential property in Payson, Arizona. Upon completion of the construction project, subject to conditions in the agreement, the loan converts to a term loan. The loan requires interest-only payments until March 2025 and principal and interest payments until March 2028, at a fixed interest rate of 6.35%. In April 2028, the loan requires principal and interest payments until maturity in February 2038, at a rate of the five year Treasury Constant Federal Reserve Index plus 2.50%. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by individuals who are affiliates of the Company.

Economic Injury Disaster Loans

In June 2020, the consolidated funds were granted Economic Injury Disaster Loans, which are secured by the assets of the respective funds and have a fixed interest rate of 3.75 % and mature in June 2050. Fixed monthly installment payments began in December 2022 with payments applied first to accrued interest and then the balance, if any, will be applied to principal outstanding. The loans allow for prepayment of principal plus accrued interest prior to maturity. The loan agreements contain certain usual and customary restrictions and covenants relating to, among other things, insurance, and other indebtedness. In addition, the terms of the loans include a cross-default provision whereby the Small Business Administration may, in its discretion, without notice or demand require immediate payment of all amounts outstanding under the loans.

Revolving Line of Credit

In August 2019, a consolidated fund entered into a revolving line of credit (“LOC”) with a maximum borrowing amount of $4.5 million. The LOC is secured by the consolidated fund’s assets and is guaranteed by the Company. The LOC has a variable interest rate equal to the greater of (i) Wall Street Journal Prime Rate plus 0.25% per annum or (ii) 4.75%, resulting in a rate of 8.25% as of June 30, 2023. The Company is required to pay a fee of 0.20% of the unused revolving balance. In August 2022, the agreement was amended extending the maturity date of the LOC to August 2023 and removing certain restrictive covenants. The terms of the LOC include certain financial covenants and as of June 30, 2023, the consolidated fund was in compliance with all such covenants.

Member Notes

During 2022 and the six months ended June 30, 2023, the consolidated fund, Southpointe Fundco, LLC, entered into 10.0% unsecured promissory notes with individual investors. The notes mature in June 2025 and may be extended up to two additional 12-month periods by the fund manager. The notes require quarterly interest-only payments. The terms of the notes allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty.

Future Debt Maturities

As of June 30, 2023, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):


Year	Amount
July 1, 2023 - December 31, 2023	$	29,392
2024	1,356
2025	79,067
2026	1,087
2027	17,596
Thereafter	21,450
Total	$	149,948

Deferred Financing Costs

Amortization of deferred financing costs was $0.4 million and $0.7 million during the three and six months ended June 30, 2023, respectively, and $0.1 million and $0.3 million during the three and six months ended June 30, 2022, respectively. There were no deferred financing cost write-offs during the three and six months ended June 30, 2023 and 2022.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Estimated Useful Lives of Real Estate Assets

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues [Abstract]
Other revenue	$ 2,266	$ 1,451	$ 4,117	$ 3,328
Total revenues	20,445	18,681	49,967	42,983
Expenses
Total expenses	31,406	20,465	60,419	44,671
Other income (loss), net	546	(3)	1,065	216
Interest income	96	3	194	3
Interest expense	(1,261)	(175)	(2,092)	(344)
Net (loss) income before income taxes	(11,580)	(1,959)	(11,285)	19,717
Provision for income taxes	0	0	0	0
Net (loss) income	(11,580)	(1,959)	(11,285)	19,717
Net (loss) income attributable to noncontrolling interests	(5,854)	(1,499)	(4,352)	19,628
Net (loss) income attributable to CaliberCos Inc.	$ (5,726)	$ (460)	$ (6,933)	$ 89
Basic net (loss) income per share attributable to common stockholders (in dollars per share)	$ (0.29)	$ (0.03)	$ (0.37)	$ 0.01
Diluted net (loss) income per share attributable to common stockholders (in dollars per share)	$ (0.29)	$ (0.03)	$ (0.37)	$ 0.01
Weighted average common shares outstanding:
Basic (in shares)	19,612	17,791	18,901	17,873
Diluted (in shares)	19,612	17,791	18,901	19,750
Excluding consolidated VIE
Expenses
Operating costs	$ 6,820	$ 2,829	$ 11,324	$ 5,218
General and administrative	1,426	2,149	3,242	4,137
Marketing and advertising	325	765	678	1,005
Depreciation and amortization	137	7	269	16
VIE, primary beneficiary
Revenues [Abstract]
Other revenue	2,266	1,451	4,117	3,328
Expenses
Other expenses	1,949	2,030	3,874	4,469
Gains on sale of real estate investments	0	0	0	21,530
Interest income	900	700	1,800	1,300
Asset management fees \| Excluding consolidated VIE
Revenues [Abstract]
Revenue	1,229	1,135	2,511	2,066
Performance allocations \| Excluding consolidated VIE
Revenues [Abstract]
Revenue	12	103	2,438	2,405
Transaction and advisory fees \| Excluding consolidated VIE
Revenues [Abstract]
Revenue	665	1,750	1,419	2,371
Hospitality revenue \| VIE, primary beneficiary
Revenues [Abstract]
Revenue	16,273	14,242	39,482	32,813
Expenses
Hospitality expenses	$ 20,749	$ 12,685	$ 41,032	$ 29,826

VIEs - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Assets
Cash	$ 8,555		$ 7,657	$ 15,580		$ 8,378
Restricted cash	12,857		8,277	11,360		8,154
Assets	329,012		278,834
Liabilities
Total liabilities	246,400		201,645
Stockholders’ equity	82,612	$ 72,502	77,189	$ 72,967	$ 63,599	$ 49,693
Total liabilities and stockholders’ equity	329,012		278,834
VIE, primary beneficiary
Assets
Real estate investments, net	219,834		196,177
Accounts receivable, net	1,700		2,228
Notes receivable - related parties	31,657		28,229
Due from related parties	4		15
Operating lease - right of use assets	8,780		8,769
Prepaid and other assets	10,356		5,343
Liabilities
Accounts payable and accrued expenses	9,792		9,252
Other liabilities	2,852		3,030
Operating lease liabilities	12,419		12,461
VIE, primary beneficiary \| Caliber Hospitality Trust And West Frontier
Assets
Real estate investments, net	87,897
Cash	3,667
Restricted cash	9,260
Accounts receivable, net	4,348
Notes receivable - related parties	10,411
Due from related parties	40
Investments in unconsolidated entities	84,076
Operating lease - right of use assets	8,775
Prepaid and other assets	5,953
Assets	214,427
Liabilities
Accounts payable and accrued expenses	7,858
Operating lease liabilities	12,441
Total liabilities	147,823
Stockholders’ equity	66,604
Total liabilities and stockholders’ equity	214,427
VIE, primary beneficiary \| Northsight And Southpointe
Assets
Real estate investments, net	23,611
Cash	233
Restricted cash	1,325
Prepaid and other assets	748
Assets	25,917
Liabilities
Accounts payable and accrued expenses	109
Total liabilities	21,929
Stockholders’ equity	3,988
Total liabilities and stockholders’ equity	25,917
VIE, primary beneficiary \| Nonrelated party
Liabilities
Notes payable	147,277		134,256
Other liabilities	2,852		3,030
VIE, primary beneficiary \| Nonrelated party \| Caliber Hospitality Trust And West Frontier
Liabilities
Notes payable	80,278
Other liabilities	2,158
VIE, primary beneficiary \| Nonrelated party \| Northsight And Southpointe
Liabilities
Notes payable	15,824
Other liabilities	688
VIE, primary beneficiary \| Related party
Assets
Notes receivable - related parties	31,700		28,200
Liabilities
Notes payable	10,391		6,973
Other liabilities	129		$ 68
VIE, primary beneficiary \| Related party \| Caliber Hospitality Trust And West Frontier
Liabilities
Notes payable	34,786
Other liabilities	10,302
VIE, primary beneficiary \| Related party \| Northsight And Southpointe
Liabilities
Notes payable	5,301
Other liabilities	$ 7

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

The estimated useful lives of our real estate assets are as follows:


Building and building improvements			15 – 40 years
Furniture, fixtures, and equipment			3 – 7 years

Notes Payable - Summary of Principal Repayments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Excluding consolidated VIE
Debt Instrument [Line Items]
July 1, 2023 - December 31, 2023	$ 2,420
2024	10,624
2025	26,520
2026	304
2027	317
Thereafter	15,017
Notes payable	55,202	$ 14,653
VIE, primary beneficiary
Debt Instrument [Line Items]
July 1, 2023 - December 31, 2023	29,392
2024	1,356
2025	79,067
2026	1,087
2027	17,596
Thereafter	21,450
Notes payable	$ 149,948	$ 134,946

Summary of Significant Accounting Policies - Narrative (Details)		3 Months Ended		6 Months Ended
	Jan. 17, 2023	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Interest income		$ 96,000	$ 3,000	$ 194,000	$ 3,000
Allowance for doubtful accounts						$ 0
Excluding consolidated VIE
Summary Of Significant Accounting Policies [Line Items]
Stockholders' equity, reverse stock split	0.5945
Investments in unconsolidated entities		3,246,000		3,246,000		$ 3,156,000
Impairment loss, investments		0	0	0	0
Impairment loss, long-lived assets		$ 0	0	$ 0	0
Excluding consolidated VIE \| Minimum \| Furniture And Equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life		3 years		3 years
Excluding consolidated VIE \| Maximum \| Furniture And Equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life		7 years		7 years
VIE, primary beneficiary
Summary Of Significant Accounting Policies [Line Items]
Impairment loss, long-lived assets		$ 0	0	$ 0	0
Depreciation		2,700,000	2,400,000	5,100,000	4,600,000
Total		1,364,000	725,000	2,331,000	1,986,000
Interest income		900,000	$ 700,000	1,800,000	$ 1,300,000
Allowance for doubtful accounts		$ 0		$ 0
Asset management fees \| Excluding consolidated VIE \| Related party
Summary Of Significant Accounting Policies [Line Items]
Fund management fees, percentage				0.70%
Asset management fees \| Excluding consolidated VIE \| Minimum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Fund management fees, percentage				1.00%
Asset management fees \| Excluding consolidated VIE \| Maximum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Fund management fees, percentage				1.50%
Performance allocations \| Excluding consolidated VIE \| Related party
Summary Of Significant Accounting Policies [Line Items]
Preferred return, common equity				6.00%
Performance allocations \| Excluding consolidated VIE \| Minimum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Percentage of residual cash flow				15.00%
Preferred return, preferred equity				10.00%
Performance allocations \| Excluding consolidated VIE \| Maximum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Percentage of residual cash flow				35.00%
Preferred return, preferred equity				12.00%

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Real Estate Assets (Details) - VIE, primary beneficiary	Jun. 30, 2023
Minimum \| Building and building improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	15 years
Minimum \| Furniture, fixtures and equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	3 years
Maximum \| Building and building improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	40 years
Maximum \| Furniture, fixtures and equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	7 years

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Lessor, Operating Lease, Payment to be Received, Maturity

Future minimum lease payments due to the Company under non-cancellable operating leases over the next five years and thereafter as of June 30, 2023 are as follows (in thousands):


Year	Amount
July 1, 2023 - December 31, 2023	$	681
2024	1,349
2025	975
2026	679
2027	206
Thereafter	—
Total	$	3,890

Future minimum lease payments due to the consolidated funds under non-cancellable operating leases over the next five years and thereafter as of June 30, 2023 are as follows (in thousands):


Year	Amount
July 1, 2023 - December 31, 2023	$	2,016
2024	2,358
2025	1,839
2026	1,713
2027	1,393
Thereafter	3,589
Total	$	12,908

Operating Lease, Lease Income

The components of rental revenue for the three and six months ended June 30, 2023 and 2022 (in thousands) are presented in the table below. Variable rental revenue are primarily costs reimbursed related to common area maintenance.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fixed	$	1,189	$	637	$	1,984	$	1,736
Variable	175		88		347		250
Total	$	1,364	$	725	$	2,331	$	1,986

Segment Reporting - Narrative (Details)	6 Months Ended
Segment Reporting - Narrative (Details)	Jun. 30, 2023 segment
Segment Reporting Information [Line Items]
Number of operating segments	3
Number of reportable segments	3
Development
Segment Reporting Information [Line Items]
Revenue, percent of expected costs	4.00%

Prepaid and Other Assets (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Assets

Prepaid and other assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Pursuit costs (1)	$	1,323	$	4,495
Prepaid expenses	756		704
Accounts receivable, net	113		62
Deposits	63		46





Other assets	467		554
Total prepaid and other assets	$	2,722	$	5,861

(1)

Prepaid and Other Assets of the Consolidated Funds

Prepaid and other assets of the consolidated funds consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Derivative assets	$	1,761	$	1,646
Prepaid expenses	1,425		1,511
Deposits	696		742
Pursuit costs (1)	630		549
Deferred franchise fees, net	302		372
Intangibles, net	481		361
Inventory	157		138

Other assets (2)	4,904		24
Total prepaid and other assets	$	10,356	$	5,343



(1)			Pursuit costs represent expenses incurred related to new fund formation, primarily for professional, legal, consulting, accounting and tax services. As the funds raise equity investments and operating cash flow, as applicable, these costs are reimbursed by the respective funds to the Company. The Company assesses collectability and expenses any amounts in which collectability is not reasonably assured.
(2)			Other assets as of June 30, 2023, represents incremental costs, primarily consisting of professional, legal, consulting, accounting and tax services, directly attributable to a proposed offering of securities that are deferred and will be charged against the gross proceeds of the offering.

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The estimated fair values for the instruments below were determined by management based on a discounted future cash-flow model (in thousands).


	June 30, 2023				December 31, 2022
Note Payable	Carrying Value		Fair Value		Carrying Value		Fair Value
Hampton Inn & Suites Hotel	$	6,039	$	4,655	$	6,136	$	4,594
Northsight Crossing AZ, LLC	14,121		9,869		14,319		9,302
Southpointe Fundco, LLC	1,050		1,050		1,050		1,004
Circle Lofts, LLC	4,849		1,848		4,889		1,915
Tucson East, LLC	12,000		11,024		—		—
West Frontier, LLC	4,449		3,861		—		—

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets
Assets	$ 329,012	$ 278,834
Liabilities and Stockholders’ Equity
Total liabilities	246,400	201,645
Commitments and Contingencies
Preferred stock	0	0
Paid-in capital	38,979	33,108
Less treasury stock, at cost	0	(13,626)
Accumulated deficit	(31,060)	(22,709)
Stockholders’ equity (deficit) attributable to CaliberCos Inc.	7,940	(3,209)
Stockholders’ equity attributable to noncontrolling interests	74,672	80,398
Total stockholders’ equity	82,612	77,189
Total liabilities and stockholders’ equity	329,012	278,834
Class A
Liabilities and Stockholders’ Equity
Common stock	14	11
Class B
Liabilities and Stockholders’ Equity
Common stock	7	7
Excluding consolidated VIE
Assets
Cash	1,335	1,921
Restricted cash	2,330	23
Real estate investments, net	21,411	2,065
Accounts receivable, net	113	62
Due from related parties	7,675	9,646
Investments in unconsolidated entities	3,246	3,156
Operating lease - right of use assets	215	1,411
Prepaid and other assets	2,722	5,861
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	7,784	6,374
Buyback obligation	0	12,391
Other liabilities	560	64
Operating lease liabilities	131	1,587
Excluding consolidated VIE \| Nonrelated party
Liabilities and Stockholders’ Equity
Notes payable	54,964	14,653
Other liabilities	560	64
Excluding consolidated VIE \| Related party
Liabilities and Stockholders’ Equity
Notes payable	0	365
Other liabilities	101	171
VIE, primary beneficiary
Assets
Cash	7,220	5,736
Restricted cash	10,527	8,254
Real estate investments, net	219,834	196,177
Accounts receivable, net	1,700	2,228
Notes receivable - related parties	31,657	28,229
Due from related parties	4	15
Operating lease - right of use assets	8,780	8,769
Prepaid and other assets	10,356	5,343
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	9,792	9,252
Other liabilities	2,852	3,030
Operating lease liabilities	12,419	12,461
VIE, primary beneficiary \| Nonrelated party
Liabilities and Stockholders’ Equity
Notes payable	147,277	134,256
Other liabilities	2,852	3,030
VIE, primary beneficiary \| Related party
Assets
Notes receivable - related parties	31,700	28,200
Liabilities and Stockholders’ Equity
Notes payable	10,391	6,973
Other liabilities	$ 129	$ 68

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions of the Company

Fund Management

The Company manages multiple private equity real estate funds and the Company generates the following Fund Management revenues:

•Asset Management Fees – We receive an annual asset management fee generally equal to 1.0% to 1.5% of the unreturned capital contributions in a particular fund to compensate us for the overall administration of that fund. The Company earns an asset management fee of 0.70% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. We are also entitled to receive reimbursement for certain expenses incurred or paid on behalf of the fund, which may include an allocation of certain administrative and overhead costs. During the three and six months ended June 30, 2023, the Company earned $1.2 million and $2.5 million, respectively, and during the three and six months ended June 30, 2022, the Company earned $1.2 million and $2.1 million, respectively, of asset management fees from related parties, which are included in asset management fees on the accompanying condensed consolidated statements of operations.

•Performance allocations – We are entitled to an allocation of the income otherwise allocable to the limited partners/members of the funds we manage, commonly referred to as carried interest. Generally we receive 15.0% to 35.0% of all cash distributions from (i) the operating cash flow of each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of preferred capital contributions; and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions. Our funds’ preferred returns typically range from 6.0% for common equity to 10.0% to 12.0% for preferred equity, which does not participate in profits. There was an immaterial amount and $2.4 million of performance allocations during the three and six months ended June 30, 2023, respectively, and $0.1 million and $2.4 million of performance allocations during the three and six months ended June 30, 2022, respectively, earned by the Company from related parties, which are included in performance allocations on the accompanying condensed consolidated statements of operations.

•Transaction and Advisory Fees – We receive fees for services primarily relating to the set-up of certain funds, marketing, offering, registering, and selling of equity and debt instruments of the affiliates, loan placement and guarantee fees. During the three months ended June 30, 2023, the Company earned an immaterial amount of transaction and advisory fees from related parties. During the six months ended June 30, 2023, the Company earned $0.1 million and during the three and six months ended June 30, 2022, the Company earned $0.8 million and $1.0 million, respectively, of transaction and advisory fees from related parties, which are included in transaction and advisory fees on the accompanying condensed consolidated statements of operations.

As of June 30, 2023 and December 31, 2022, amounts due to the Company from related parties for fund management services was $5.0 million and $6.8 million, respectively, which are included in due from related parties on the accompanying condensed consolidated balance sheets.

Development

The Company provides development related management services to affiliates and third parties, which include ground-up development and repositioning of real estate assets, the build-out of tenant space, the renovation of hospitality, residential, and commercial real estate, and general real estate repair and maintenance services.

During the three and six months ended June 30, 2023, the Company recognized $0.5 million and $1.0 million, respectively, and during the three and six months ended June 30, 2022, the Company recognized $0.7 million and $1.0 million, respectively, of development revenue from related parties, which are included in transaction and advisory fees on the accompanying condensed consolidated statements of operations. As of June 30, 2023 and December 31, 2022, amounts due to the Company from related parties for development services were $1.2 million and $1.0 million, respectively, which are included in due from related parties on the accompanying condensed consolidated balance sheets.

Brokerage

The Company provides real estate brokerage services related to the purchase and sale of residential and commercial properties owned by the funds which we manage. During the three and six months ended June 30, 2023, the Company recognized $0.1 million and $0.3 million, respectively and during the three and six months ended June 30, 2022, the Company recognized $0.3 million and $0.4 million, respectively, of brokerage commission revenue from related parties, which are included in transaction and advisory fees on the accompanying condensed consolidated statements of operations. There were no brokerage commissions due from related parties as of June 30, 2023 and December 31, 2022.

Notes Receivable

During the six months ended June 30, 2023, the Company entered into unsecured promissory notes with related parties. No payments are required prior to the maturity of the notes. The notes may be prepaid in whole, or in part, without penalty. During the three and six months ended June 30, 2023, the Company earned an immaterial amount of interest in connection with the notes, which is included in interest income on the accompanying condensed consolidated statements of operations. Interest that accrues on certain related party notes receivable can be added to the principal outstanding balance, due at the respective loan maturity date and incurs interest at the respective interest rate. As of June 30, 2023, the outstanding principal balance on the notes was $0.5 million, which is included in due from related parties on the accompanying condensed consolidated balance sheets. The notes mature on various dates from January 2024 through May 2025 and have interest rates of 12.0% to 14.0% per annum. There was no interest due to the Company as of June 30, 2023.

Notes Payable

The Company entered into unsecured promissory notes with related parties. The notes may be repaid in whole, or in part, without penalty.

The following table summarizes the notes payable – related parties as of June 30, 2023 and 2022 (in thousands):


Notes Payable - Related Parties	June 30, 2023		December 31, 2022		Interest Rate (1)	Maturity Date (1)
Caliber Residential Advantage Fund, LP	$	—	$	365	7.50%	May 2024
Caliber Tax Advantaged Opportunity Fund II, LLC (2)	—		—		12.00%	January 2024
Total Notes Payable - Related Parties	$	—	$	365

__________________________________

(1) As of June 30, 2023.

(2) The Company entered into a $4.0 million unsecured promissory note with a related party and subsequently repaid the note during the six months ended June 30, 2023.

During each of the three and six months ended June 30, 2023 and 2022, the Company incurred an immaterial amount of interest expense in connection with the notes payable – related parties, which is included in interest expense on the accompanying condensed consolidated statements of operations. There was no amount of interest payable due to related parties as of June 30, 2023 and December 31, 2022.

Withdrawal Agreement

In November 2014, the Company entered into an agreement with a former co-manager and member of one of the Company’s consolidated subsidiaries which outlined the terms of his resignation as co-manager and assignment of his member interest. In consideration for his resignation as co-manager and assignment of his member interest, the Company agreed to issue 33,029 shares of its common stock to the individual or his designee, provide the individual with construction services at no cost to the individual, as outlined in the agreement, and pay the individual or his designee up to $0.5 million in cash, as outlined in the agreement. The Company issued the 33,029 shares of common stock in April 2015. As of June 30, 2023, no amounts were due to the former co-manager and member of the Company. As of December 31, 2022, $8,000 was due to the former co-manager and member of the Company, which are included in other liabilities on the accompanying condensed consolidated balance sheets.

Other

In the normal course of business, the Company has various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid for by the Company on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. As of June 30, 2023 and December 31, 2022, other amounts due from related parties were $1.0 million and $1.9 million, respectively, which are included in due from related parties on the accompanying condensed consolidated balance sheets. As of June 30, 2023 and December 31, 2022, other amounts due to related parties were $0.1 million and $0.2 million, respectively, which are included in due to related parties on the accompanying condensed consolidated balance sheets.

Related Party Transactions of the Consolidated Funds

Notes Receivable

A consolidated fund entered into unsecured promissory notes with related parties. The notes mature on various dates from October 2023 through December 2024 and have interest rates of 12.0% per annum. No payments are required prior to the maturity of the notes. The notes may be prepaid in whole, or in part, without penalty. During the three and six months ended June 30, 2023, the consolidated fund earned $0.9 million and $1.8 million, respectively, and during the three and six months ended June 30, 2022, the consolidated fund earned $0.7 million and $1.3 million, respectively, of interest in connection with the notes, which is included in consolidated funds – other revenues on the accompanying condensed consolidated statements of operations. Interest that accrues on certain related party notes receivable, in which the consolidated fund and respective borrower mutually agreed, is added to the principal outstanding balance, due at the respective loan maturity date and incurs interest at the respective interest rate. As of June 30, 2023 and December 31, 2022, the outstanding principal balance on the notes was $31.7 million and $28.2 million, respectively, which is included in notes receivable – related parties on the accompanying condensed consolidated balance sheets. No interest was due to the Company as of June 30, 2023 and December 31, 2022.

Notes Payable

The consolidated funds entered into unsecured promissory notes with related parties. The notes may be repaid in whole, or in part, without penalty. The notes payable – related parties consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


Notes Payable - Related Parties	June 30, 2023		December 31, 2022		Interest Rate(1)	Maturity Date(1)
Roosevelt III HOLDCO, LLC	$	—	$	2,748	12.00%	March 2024
CDIF, LLC	—		1,725		12.00%	May 2024
Caliber Tax Advantaged Opportunity Zone Fund, LP	2,634		2,500		8.50%	June 2025
Caliber Tax Advantaged Opportunity Zone Fund, LP	4,957		—		12.00%	January 2024

Caliber Tax Advantaged Opportunity Zone Fund II, LP	2,800		—		12.00%	March 2024
Total Notes Payable - Related Parties	$	10,391	$	6,973

__________________________________

(1) As of June 30, 2023.

During the three and six months ended June 30, 2023, the consolidated funds incurred $0.3 million and $0.5 million, respectively, and during the three and six months ended June 30, 2022, the consolidated funds incurred $0.2 million and $0.5 million, respectively of interest expense in connection with the notes payable – related parties, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying condensed consolidated statements of operations. As of June 30, 2023 and December 31, 2022, there was $0.1 million amount of interest expense payable which is included in due to related parties on the accompanying condensed consolidated balance sheets. Management expects to extend these notes at maturity.

Other

In the normal course of business, the consolidated funds have various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid by the funds on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. As of June 30, 2023 and December 31, 2022, there were an immaterial amount of other amounts due from related parties. As of June 30, 2023, there was an immaterial amount of other amounts due to related parties, which is included in due to related parties on the accompanying condensed consolidated balance sheets. As of December 31, 2022, there were no other amounts due to related parties.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Leases - Narrative (Details)	3 Months Ended		6 Months Ended
Leases - Narrative (Details)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) property	Jun. 30, 2022 USD ($)
Lessor, Lease, Description [Line Items]
Future minimum lease payments due, term (in years)			5 years
Excluding consolidated VIE
Lessor, Lease, Description [Line Items]
Rental revenue, number of revenue-generating properties \| property			1
Fixed	$ 500,000	$ 0	$ 700,000	$ 0
Variable	0	0	$ 0	0
Excluding consolidated VIE \| Minimum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term			1 month 6 days
Excluding consolidated VIE \| Maximum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term			3 years 10 months 24 days
VIE, primary beneficiary
Lessor, Lease, Description [Line Items]
Fixed	1,189,000	637,000	$ 1,984,000	1,736,000
Variable	$ 175,000	$ 88,000	$ 347,000	$ 250,000
VIE, primary beneficiary \| Multi-Family Residential Properties
Lessor, Lease, Description [Line Items]
Rental revenue, number of revenue-generating properties \| property			3
VIE, primary beneficiary \| Commercial Properties
Lessor, Lease, Description [Line Items]
Rental revenue, number of revenue-generating properties \| property			2
VIE, primary beneficiary \| Minimum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term			1 month 6 days
VIE, primary beneficiary \| Maximum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term			9 years 8 months 12 days

Net Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net (loss) income attributable to CaliberCos Inc.	$ (5,726)	$ (460)	$ (6,933)	$ 89
Convertible debt interest	27	0	51	90
Net (loss) income attributable to common shareholders of CaliberCos Inc.	$ (5,699)	$ (460)	$ (6,882)	$ 179
Denominator:
Weighted average shares outstanding – basic (in shares)	19,612	17,791	18,901	17,873
Dilutive shares – options, net (in shares)	0	0	0	1,695
Dilutive shares – convertible debt, net (in shares)	0	0	0	182
Weighted average shares outstanding - diluted (in shares)	19,612	17,791	18,901	19,750
Basic net (loss) income per share attributable to common stockholders (in dollars per share)	$ (0.29)	$ (0.03)	$ (0.37)	$ 0.01
Diluted net (loss) income per share attributable to common stockholders (in dollars per share)	$ (0.29)	$ (0.03)	$ (0.37)	$ 0.01

Derivative Instruments

6 Months Ended

Jun. 30, 2023

Derivative Instruments

Risk Management Objective of Using Derivatives

The consolidated funds utilize derivative instruments, including interest rate caps and swaps, to reduce interest rate risk associated with its borrowings. Our consolidated funds do not intend to utilize derivatives for purposes other than interest rate risk management.

Derivatives Designated as Hedging Instruments

As of June 30, 2023 and December 31, 2022, the Company did not have any derivatives designated as hedging instruments.

Derivatives Not Designated as Hedging Instruments

The consolidated funds have entered into interest rate caps and swaps The following table summarizes the consolidated funds non-designated derivatives as of June 30, 2023 and December 31, 2022 (dollar amounts in thousands):


	June 30, 2023			December 31, 2022
Type of Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
Interest rate swap	1	$	18,640	1	$	18,856
Interest rate cap	1	55,000		—	—
Total		$	73,640		$	18,856

The following table presents the fair value of the consolidated funds’ non-designated derivatives, as well as their classification on the condensed consolidated balance sheets, as of June 30, 2023 and December 31, 2022 (in thousands):


Type of Derivative	Balance Sheet Location	June 30, 2023		December 31, 2022
Interest rate swap	Consolidated funds - Prepaid and other assets	$	1,628	$	1,646
Interest rate cap	Consolidated funds - Prepaid and other assets	133		—
Total		$	1,761	$	1,646

The following table presents the gain or loss recognized in consolidated funds - hospitality expenses in the condensed consolidated statements of operations for three and six months ended June 30, 2023 and 2022 (in thousands):


Type of Derivative	Statement of Operations Location	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Interest rate swap	Consolidated funds - hospitality expenses	$	304	$	—	$	(18)	$	—
Interest rate cap	Consolidated funds - hospitality expenses	5		—		48		—
Total		$	309	$	—	$	30	$	—

Derivative Instruments - Gain (Loss) (Details) - VIE, primary beneficiary - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Derivative [Line Items]
Gain (loss) on derivatives	$ 309	$ 0	$ 30	$ 0
Interest rate swap
Derivative [Line Items]
Gain (loss) on derivatives	304	0	(18)	0
Interest rate cap
Derivative [Line Items]
Gain (loss) on derivatives	$ 5	$ 0	$ 48	$ 0

Notes Payable - Summary of Notes Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Jan. 31, 2022	Nov. 30, 2021	Jul. 31, 2020	Jun. 30, 2020	Jul. 31, 2015
Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 55,202		$ 14,653
Deferred financing costs, net	(238)		0
Total	54,964		14,653
VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	149,948		134,946
Deferred financing costs, net	(2,671)		(690)
Total	147,277		134,256
Corporate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 37,533		13,279
Corporate notes \| Minimum \| Excluding consolidated VIE
Debt Instrument [Line Items]
Interest rate	10.00%
Corporate notes \| Maximum \| Excluding consolidated VIE
Debt Instrument [Line Items]
Interest rate	12.00%
Convertible corporate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 1,324		1,374
Interest rate	8.25%
Real estate notes \| Hampton Inn & Suites Hotel
Debt Instrument [Line Items]
Interest rate									6.12%
Real estate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 16,345		0
Total	$ 16,300
Interest rate	4.30%
Real estate notes \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 139,398		124,971
Real estate notes \| VIE, primary beneficiary \| Hampton Inn & Suites Hotel
Debt Instrument [Line Items]
Notes payable	$ 6,039		6,136
Interest rate	6.12%
Real estate notes \| VIE, primary beneficiary \| Four Points by Sheraton Hotel, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 11,000		11,000
Interest rate	10.50%
Real estate notes \| VIE, primary beneficiary \| Holiday Inn Ocotillo Hotel, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 9,250		9,250
Interest rate	11.17%
Real estate notes \| VIE, primary beneficiary \| Airport Hotel Portfolio, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 55,000		56,470
Interest rate	13.91%
Real estate notes \| VIE, primary beneficiary \| DoubleTree by Hilton Tucson Convention Center, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 18,640		18,856
Interest rate	4.22%
Real estate notes \| VIE, primary beneficiary \| Hilton Tucson East, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 12,000		0
Interest rate	6.25%					6.25%
Real estate notes \| VIE, primary beneficiary \| DT Mesa Holdco II, LLC, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 3,000		$ 3,000
Interest rate	7.10%		6.50%
Real estate notes \| VIE, primary beneficiary \| Circle Lofts, LLC
Debt Instrument [Line Items]
Notes payable	$ 4,849		$ 4,889
Interest rate	5.25%						5.25%
Real estate notes \| VIE, primary beneficiary \| Northsight Crossing AZ, LLC
Debt Instrument [Line Items]
Notes payable	$ 14,121		14,320
Interest rate	3.75%				3.75%
Real estate notes \| VIE, primary beneficiary \| Southpointe Fundco, LLC
Debt Instrument [Line Items]
Notes payable	$ 1,050		1,050
Interest rate	9.99%			9.99%
Real estate notes \| VIE, primary beneficiary \| \West Frontier Holdco, LLC
Debt Instrument [Line Items]
Notes payable	$ 4,449		0
Interest rate	6.35%	6.35%
Economic injury disaster loans \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 450		450
Interest rate	3.75%							3.75%
Revolving line of credit \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 4,500		4,500
Interest rate	8.25%
Member notes \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 5,600		$ 5,025
Interest rate	10.00%

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


Notes Payable	June 30, 2023		December 31, 2022		Interest Rate (1)		Maturity Date (1)
Corporate notes	$	37,533	$	13,279	10.00% - 12.00%		July 2023 - March 2025
Convertible corporate notes	1,324		1,374		8.25	%	April 2024
Real estate loans (2)	16,345		—		4.30	%	November 2029
Total notes payable	$	55,202	$	14,653
Deferred financing costs, net	(238)		—
Total notes payable, net	$	54,964	$	14,653

__________________________________

(1) As of June 30, 2023.

(2) On January 31, 2023, Caliber assumed a loan which is secured by Caliber’s headquarters office building (see Note 4 – Real Estate Investments).

otes payable of the consolidated funds consisted of the following as of June 30, 2023 and December 31, 2022, respectively (in thousands):


Notes Payable	June 30, 2023			December 31, 2022		Interest Rate (1)	Maturity date (1)
Real Estate Loans
Hampton Inn & Suites Hotel	$	6,039		$	6,136	6.12%	July 2025
Four Points by Sheraton Hotel	11,000			11,000		10.50%	September 2023
Holiday Inn Ocotillo Hotel	9,250			9,250		11.17%	November 2023
Airport Hotel Portfolio	55,000			56,470		13.91%	January 2025
DoubleTree by Hilton Tucson Convention Center	18,640			18,856		4.22%	August 2027
Hilton Tucson East	12,000		(2)	—		6.25%	November 2025
DT Mesa Holdco II, LLC	3,000			3,000		7.10%	November 2023
Circle Lofts, LLC	4,849			4,889		5.25%	August 2050
Northsight Crossings AZ, LLC	14,121			14,320		3.75%	February 2029
Southpointe Fundco, LLC	1,050			1,050		9.99%	December 2023
West Frontier Holdco, LLC	4,449		(3)	—		6.35%	February 2038
Total Real Estate Loans	139,398			124,971
Economic injury disaster loans	450			450		3.75%	June 2050
Revolving line of credit	4,500			4,500		8.25%	August 2023
Member notes	5,600			5,025		10.00%	June 2025
Total notes payable	149,948			134,946
Deferred financing costs, net	(2,671)			(690)
Total notes payable, net	$	147,277		$	134,256

__________________________________

(1) As of June 30, 2023.

The following table summarizes the notes payable – related parties as of June 30, 2023 and 2022 (in thousands):


Notes Payable - Related Parties	June 30, 2023		December 31, 2022		Interest Rate (1)	Maturity Date (1)
Caliber Residential Advantage Fund, LP	$	—	$	365	7.50%	May 2024
Caliber Tax Advantaged Opportunity Fund II, LLC (2)	—		—		12.00%	January 2024
Total Notes Payable - Related Parties	$	—	$	365

__________________________________

(1) As of June 30, 2023.

(2) The Company entered into a $4.0 million unsecured promissory note with a related party and subsequently repaid the note during the six months ended June 30, 2023.

The notes payable – related parties consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


Notes Payable - Related Parties	June 30, 2023		December 31, 2022		Interest Rate(1)	Maturity Date(1)
Roosevelt III HOLDCO, LLC	$	—	$	2,748	12.00%	March 2024
CDIF, LLC	—		1,725		12.00%	May 2024
Caliber Tax Advantaged Opportunity Zone Fund, LP	2,634		2,500		8.50%	June 2025
Caliber Tax Advantaged Opportunity Zone Fund, LP	4,957		—		12.00%	January 2024

Caliber Tax Advantaged Opportunity Zone Fund II, LP	2,800		—		12.00%	March 2024
Total Notes Payable - Related Parties	$	10,391	$	6,973

__________________________________

(1) As of June 30, 2023.

Schedule of Maturities of Long-Term Debt

The following table summarizes the scheduled principal repayments of our indebtedness as of June 30, 2023 (in thousands):


Year	Amount
July 1, 2023 - December 31, 2023	$	2,420
2024	10,624
2025	26,520
2026	304
2027	317
Thereafter	15,017
Total	$	55,202

Deferred Financing Costs

As of June 30, 2023, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):


Year	Amount
July 1, 2023 - December 31, 2023	$	29,392
2024	1,356
2025	79,067
2026	1,087
2027	17,596
Thereafter	21,450
Total	$	149,948

Other Liabilities Disclosure [Abstract]

Real Estate Investments - Schedule of Asset Acquisition (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Excluding consolidated VIE \| Headquarters office building acquisition
Asset Acquisition [Line Items]
Intangible lease assets	$ 398
Intangible lease liabilities	(348)
Total purchase price of assets acquired	19,472
VIE, primary beneficiary \| Multi-family residential property acquisition
Asset Acquisition [Line Items]
Total purchase price of assets acquired	6,643
Land and land improvements \| Excluding consolidated VIE \| Headquarters office building acquisition
Asset Acquisition [Line Items]
Real estate investments, at cost	9,131
Land and land improvements \| VIE, primary beneficiary \| Multi-family residential property acquisition
Asset Acquisition [Line Items]
Real estate investments, at cost	599
Building and building improvements \| Excluding consolidated VIE \| Headquarters office building acquisition
Asset Acquisition [Line Items]
Real estate investments, at cost	9,332
Building and building improvements \| VIE, primary beneficiary \| Multi-family residential property acquisition
Asset Acquisition [Line Items]
Real estate investments, at cost	6,044
Furniture, fixtures and equipment \| Excluding consolidated VIE \| Headquarters office building acquisition
Asset Acquisition [Line Items]
Real estate investments, at cost	$ 959

Other Liabilities

6 Months Ended

Jun. 30, 2023

Other Liabilities

Other Liabilities of the Company

Other liabilities consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022

Below market leases, net	$	279	$	—
Tenant improvement allowance	116		—
Deposits (1)	120		23



Other	45		41
Total other liabilities	$	560	$	64

_________________________________

(1) Includes tenant security deposits.

Other Liabilities of the Consolidated Funds

Other liabilities of the consolidated funds consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):


	June 30, 2023		December 31, 2022
Advance key money, net	$	863	$	900
Deposits (1)	488		710
Sales tax payable	502		566
Below market leases, net	394		461





Other	605		393
Total other liabilities	$	2,852	$	3,030

______________________________

(1) Includes hotel advance deposits and tenant security and pet deposits.

Prepaid and Other Assets - Summary of Prepaid and Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Excluding consolidated VIE
Variable Interest Entity [Line Items]
Pursuit costs	$ 1,323	$ 4,495
Prepaid expenses	756	704
Accounts receivable, net	113	62
Deposits	63	46
Other assets	467	554
Prepaid and other assets	2,722	5,861
VIE, primary beneficiary
Variable Interest Entity [Line Items]
Pursuit costs	630	549
Prepaid expenses	1,425	1,511
Accounts receivable, net	1,700	2,228
Deposits	696	742
Other assets	4,904	24
Derivative assets	1,761
Deferred franchise fees, net	302	372
Intangibles, net	481	361
Inventory	157	138
Prepaid and other assets	$ 10,356	$ 5,343

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting

The following tables present the revenues and net income (loss) of each of our reportable segments for the three and six months ended June 30, 2023 and 2022 (in thousands). Consolidated fund revenues and consolidated fund net income (loss) are presented in order to meet the U.S. GAAP requirement to reconcile the total segment revenues to total revenues on the condensed consolidated statement of operations which includes consolidated fund revenues. Interest income, interest expense, depreciation and amortization expense, and other income (expenses), net are excluded from our segment presentation as these amounts are immaterial.


	Three Months Ended June 30, 2023
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	2,366	$	—	$	—	$	2,366	$	—	$	(1,137)		$	1,229
Performance allocations	23		—		—		23		—		(11)			12
Transaction and advisory fees	167		656		161		984		—		(319)			665
Consolidated funds – hospitality revenue	—		—		—		—		16,273		—			16,273
Consolidated funds – other revenue	—		—		—		—		2,266		—			2,266
Total revenues	2,556		656		161		3,373		18,539		(1,467)			20,445
Net (loss) income	$	(5,766)	$	74	$	52	$	(5,640)	$	(4,159)	$	(1,781)	(2)	$	(11,580)

__________________________________

(1) For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates our consolidated funds. As a result, segment revenues are different than those presented on a consolidated basis in accordance with U.S. GAAP basis because these fees are eliminated in consolidation when they are derived from a consolidated fund.

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.


	Six Months Ended June 30, 2023
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	4,665	$	—	$	—	$	4,665	$	—	$	(2,154)		$	2,511
Performance allocations	2,450		—		—		2,450		—		(12)			2,438
Transaction and advisory fees	563		1,612		433		2,608		—		(1,189)			1,419
Consolidated funds – hospitality revenue	—		—		—		—		39,482		—			39,482
Consolidated funds – other revenue	—		—		—		—		4,117		—			4,117
Total revenues	7,678		1,612		433		9,723		43,599		(3,355)			49,967
Net (loss) income	$	(6,897)	$	570	$	(147)	$	(6,474)	$	(1,307)	$	(3,504)	(2)	$	(11,285)

__________________________________

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.


	Three Months Ended June 30, 2022
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	2,154	$	—	$	—	$	2,154	$	—	$	(1,019)		$	1,135
Performance allocations	103		—		—		103		—		—			103
Transaction and advisory fees	955		898		272		2,125		—		(375)			1,750
Consolidated funds – hospitality revenue	—		—		—		—		14,242		—			14,242
Consolidated funds – other revenue	—		—		—		—		1,451		—			1,451
Total revenues	3,212		898		272		4,382		15,693		(1,394)			18,681
Net (loss) income	$	(2,111)	$	422	$	45	$	(1,644)	$	978	$	(1,293)	(2)	$	(1,959)

__________________________________

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.


	Six Months Ended June 30, 2022
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	4,168	$	—	$	—	$	4,168	$	—	$	(2,102)		$	2,066
Performance allocations	2,405		—		—		2,405		—		—			2,405
Transaction and advisory fees	1,268		1,414		1,042		3,724		—		(1,353)			2,371
Consolidated funds – hospitality revenue	—		—		—		—		32,813		—			32,813
Consolidated funds – other revenue	—		—		—		—		3,328		—			3,328
Total revenues	7,841		1,414		1,042		10,297		36,141		(3,455)			42,983
Net (loss) income	$	(1,857)	$	759	$	702	$	(396)	$	23,376	$	(3,263)	(2)	$	19,717

__________________________________

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.

VIEs

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VIEs

VIEsDuring the six months ended June 30, 2023, the Company deconsolidated five hospitality funds which were contributed to the Caliber Hospitality, LP, whose sole general partner is Caliber Hospitality Trust, Inc. (the “Caliber Hospitality Trust”). During the six months ended June 30, 2022, the Company deconsolidated one VIE that sold its investment in a multi-family residential property and repaid the loan secured by the property and therefore the Company was no longer determined to be the primary beneficiary. We aggregate and report the results of operations of these VIEs in consolidated fund revenues and consolidated fund expenses within the accompanying condensed consolidated statements of operations through the date of deconsolidation.

The Company consolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which include activity from five previously consolidated hospitality funds and one previously unconsolidated fund during the six months ended June 30, 2023 because the Company was determined to be the primary beneficiary as it has the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which is significant to Caliber Hospitality Trust and Caliber Hospitality, LP. In addition, the Company consolidated West Frontier Holdco, LLC (“West Frontier”) as the Company was determined to be the primary beneficiary as we have the power to direct the activities of West Frontier and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund. The consolidation of the Caliber Hospitality Trust and West Frontier consisted of the following, excluding intercompany eliminations at the time of consolidation (in thousands):


Assets
Real estate investments, net	$	87,897
Cash	3,667
Restricted cash	9,260
Accounts receivable, net	4,348
Notes receivable - related parties	10,411
Due from related parties	40
Investments in unconsolidated entities	84,076
Operating lease - right of use assets	8,775
Prepaid and other assets	5,953
Total assets	$	214,427

Liabilities
Notes payable, net	$	80,278
Notes payable - related parties	34,786
Accounts payable and accrued expenses	7,858
Due to related parties	10,302
Operating lease liabilities	12,441
Other liabilities	2,158
Total liabilities	147,823

Stockholders’ equity	66,604
Total liabilities and stockholders’ equity	$	214,427

During the six months ended June 30, 2022, the Company consolidated Northsight Crossing AZ, LLC (“Northsight”) and Southpointe Fundco, LLC (“Southpointe”) because the Company was determined to be the primary beneficiary as we have the power to direct the activities of Northsight and Southpointe and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund. The consolidation of Northsight and Southpointe consisted of the following (in thousands) at the time of consolidation:


Assets
Real estate investments, net	$	23,611
Cash	233
Restricted cash	1,325
Prepaid and other assets	748
Total assets	$	25,917

Liabilities
Notes payable, net	$	15,824
Notes payable - related parties	5,301
Accounts payable and accrued expenses	109
Due to related parties	7
Other liabilities	688
Total liabilities	21,929

Stockholders’ equity	3,988
Total liabilities and stockholders’ equity	$	25,917

Management has determined that the equity holders in our consolidated entities, as a group, lack the power to direct the activities that most significantly impact the entity’s economic performance and/or have disproportionate voting rights relative to their equity. The Company was determined to be the primary beneficiary of each of these entities since it has the power to direct the activities of the entities and the right to absorb losses, generally in the form of guarantees of indebtedness that are significant to the individual entities.

Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIEs and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Company. When the VIE is consolidated, we reflect the assets, liabilities, revenues, expenses and cash flows of the consolidated funds on a gross basis, and the interests in the VIEs are included in non-controlling interest in the condensed consolidated financial statements. The Company has provided financial support to certain consolidated VIEs in the form of short-term financing and guarantees of the debts of certain VIEs. In general, our maximum exposure to loss due to involvement with the consolidated VIEs is limited to the amount of capital investment in the VIE, if any, or the potential obligation to perform on the guarantee of debts.

See Note 11 – Commitments and Contingencies for additional information related to the commitments and contingencies of these VIEs.

Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

The Company’s operations are organized into three operating segments which constitute three reportable segments for management and financial reporting purposes: Fund Management, Development and Brokerage. Each segment is described below:

Fund Management

The Fund Management segment represents our fund management activities along with back office and corporate support functions including accounting and human resources. It includes the activities of Caliber Services, LLC and its subsidiaries, (“Caliber Services”), which acts as an external manager of our funds that have diversified investment objectives. It also includes the activities associated with Caliber Securities, LLC (“Caliber Securities”), a wholly-owned Arizona registered issuer-dealer, which generates fees from fund formation. Revenues generated by this segment include asset management fees, performance allocations and transaction and advisory fees.

Development

The Development segment represents our activities associated with providing real estate development services as their principal developer. These services include managing and supervising third-party developers and general contractors with respect to the development of the properties owned by our funds. Revenues generated by this segment are generally based on 4.0% of the total expected costs of the development or 4.0% of the total expected costs of the construction project. Caliber Development, LLC (“Caliber Development”), a wholly-owned subsidiary of Caliber Services and an Arizona licensed general contractor, acts as either the developer, development manager, and/or construction manager on our funds’ projects.

Brokerage

This segment includes our real estate brokerage operations. The Company generates commission revenue by acting as a broker for residential and commercial real estate owners and investors seeking to buy, sell and/or lease properties, including investment properties, as well as primary residences. The Company provides brokerage services to affiliated entities as well as third parties.

The information below includes the operating results and measures of profitability for all operating entities which the Company and our chief executive officer, who is our chief operating decision maker, analyze on a regular basis, for the purposes of allocating resources and assessing performance. The results of each segment are presented on a gross basis, prior to any necessary adjustments to (i) eliminate inter-segment transactions, if any, (ii) eliminate the results of entities that are not included in our accompanying condensed consolidated financial statements, (iii) eliminate revenue activity presented gross when U.S. GAAP requires net, and (iv) reclassify items to reflect U.S. GAAP consolidated presentation.


	Three Months Ended June 30, 2023
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	2,366	$	—	$	—	$	2,366	$	—	$	(1,137)		$	1,229
Performance allocations	23		—		—		23		—		(11)			12
Transaction and advisory fees	167		656		161		984		—		(319)			665
Consolidated funds – hospitality revenue	—		—		—		—		16,273		—			16,273
Consolidated funds – other revenue	—		—		—		—		2,266		—			2,266
Total revenues	2,556		656		161		3,373		18,539		(1,467)			20,445
Net (loss) income	$	(5,766)	$	74	$	52	$	(5,640)	$	(4,159)	$	(1,781)	(2)	$	(11,580)

__________________________________

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.


	Six Months Ended June 30, 2023
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	4,665	$	—	$	—	$	4,665	$	—	$	(2,154)		$	2,511
Performance allocations	2,450		—		—		2,450		—		(12)			2,438
Transaction and advisory fees	563		1,612		433		2,608		—		(1,189)			1,419
Consolidated funds – hospitality revenue	—		—		—		—		39,482		—			39,482
Consolidated funds – other revenue	—		—		—		—		4,117		—			4,117
Total revenues	7,678		1,612		433		9,723		43,599		(3,355)			49,967
Net (loss) income	$	(6,897)	$	570	$	(147)	$	(6,474)	$	(1,307)	$	(3,504)	(2)	$	(11,285)

__________________________________

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.


	Three Months Ended June 30, 2022
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	2,154	$	—	$	—	$	2,154	$	—	$	(1,019)		$	1,135
Performance allocations	103		—		—		103		—		—			103
Transaction and advisory fees	955		898		272		2,125		—		(375)			1,750
Consolidated funds – hospitality revenue	—		—		—		—		14,242		—			14,242
Consolidated funds – other revenue	—		—		—		—		1,451		—			1,451
Total revenues	3,212		898		272		4,382		15,693		(1,394)			18,681
Net (loss) income	$	(2,111)	$	422	$	45	$	(1,644)	$	978	$	(1,293)	(2)	$	(1,959)

__________________________________

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.


	Six Months Ended June 30, 2022
	Real Estate Services								Non-Controlling Interests - Consolidated Funds		Intercompany Eliminations & Equity in Income
	Fund Management		Development		Brokerage		Segment Total							CaliberCos Inc. & Subsidiaries
Revenues(1)
Asset management fees	$	4,168	$	—	$	—	$	4,168	$	—	$	(2,102)		$	2,066
Performance allocations	2,405		—		—		2,405		—		—			2,405
Transaction and advisory fees	1,268		1,414		1,042		3,724		—		(1,353)			2,371
Consolidated funds – hospitality revenue	—		—		—		—		32,813		—			32,813
Consolidated funds – other revenue	—		—		—		—		3,328		—			3,328
Total revenues	7,841		1,414		1,042		10,297		36,141		(3,455)			42,983
Net (loss) income	$	(1,857)	$	759	$	702	$	(396)	$	23,376	$	(3,263)	(2)	$	19,717

__________________________________

(2) This amount eliminates the intercompany fees and expenses of CaliberCos Inc. and its wholly-owned subsidiaries and our consolidated funds.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Notional Amounts of Derivatives


	June 30, 2023			December 31, 2022
Type of Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
Interest rate swap	1	$	18,640	1	$	18,856
Interest rate cap	1	55,000		—	—
Total		$	73,640		$	18,856

Derivative Assets by Balance Sheet Location


Type of Derivative	Balance Sheet Location	June 30, 2023		December 31, 2022
Interest rate swap	Consolidated funds - Prepaid and other assets	$	1,628	$	1,646
Interest rate cap	Consolidated funds - Prepaid and other assets	133		—
Total		$	1,761	$	1,646

Derivative Instruments, Gain (Loss)


Type of Derivative	Statement of Operations Location	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Interest rate swap	Consolidated funds - hospitality expenses	$	304	$	—	$	(18)	$	—
Interest rate cap	Consolidated funds - hospitality expenses	5		—		48		—
Total		$	309	$	—	$	30	$	—

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments of the Company

Fair values of financial instruments held by the Company are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts.

Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. The fair value of the Company’s fixed rate debt were measured with Level 2 inputs. The estimated fair value of the Company’s real estate loan was determined by management based on a discounted future cash-flow model. As of June 30, 2023 the Company’s real estate loan had a carrying value of $16.3 million and a fair value of $9.3 million.

Fair Value of Financial Instruments of the Consolidated Funds

Fair values of financial instruments held by consolidated funds are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts.

Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt, advance key money, and interest rate caps have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. The carrying values of the consolidated funds’ variable rate debt and advance key money as of June 30, 2023 and December 31, 2022 approximated fair value. The fair value of the consolidated funds’ fixed rate debt were measured with Level 2 inputs. The estimated fair values for the instruments below were determined by management based on a discounted future cash-flow model (in thousands).


	June 30, 2023				December 31, 2022
Note Payable	Carrying Value		Fair Value		Carrying Value		Fair Value
Hampton Inn & Suites Hotel	$	6,039	$	4,655	$	6,136	$	4,594
Northsight Crossing AZ, LLC	14,121		9,869		14,319		9,302
Southpointe Fundco, LLC	1,050		1,050		1,050		1,004
Circle Lofts, LLC	4,849		1,848		4,889		1,915
Tucson East, LLC	12,000		11,024		—		—
West Frontier, LLC	4,449		3,861		—		—

Schedule of Asset Acquisition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Real Estate Investments (Tables)

6 Months Ended

Jun. 30, 2023

Real Estate [Abstract]


	Six Months Ended June 30, 2023

Real estate investments, at cost
Land and land improvements	$	9,131
Building and building improvements	9,332
Furniture, fixtures and equipment	959

Intangible lease assets	398
Intangible lease liabilities	(348)
Total purchase price of assets acquired	$	19,472


	Six Months Ended June 30, 2023

Real estate investments, at cost
Land and land improvements	$	599
Building and building improvements	6,044

Total purchase price of assets acquired	$	6,643

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Class A	Class B	Preferred Stock	Common Stock Class A	Common Stock Class B	Paid in Capital	Treasury Stock	Accumulated Deficit	Noncontrolling Interests
Balance, beginning of period (in shares) at Dec. 31, 2021				1,650,000
Balance, beginning of period (in shares) at Dec. 31, 2021					10,523,000	7,416,000
Balance, beginning of period at Dec. 31, 2021	$ 49,693				$ 10	$ 7	$ 29,249	$ (13,626)	$ (24,729)	$ 58,782
Issuance of common stock (in shares)					10,000
Issuance of common stock	62						62
Equity based compensation	64						64
Contributions from noncontrolling interest holders	5,926									5,926
Redemptions of noncontrolling interest holders	(200)									(200)
Distributions to noncontrolling interest holders	(870)									(870)
Consolidation of VIEs	4,029									4,029
Deconsolidation of VIEs	(16,781)									(16,781)
Net (loss) income	21,676								549	21,127
Balance, end of period (in shares) at Mar. 31, 2022				1,650,000
Balance, end of period (in shares) at Mar. 31, 2022					10,533,000	7,416,000
Balance, end of period at Mar. 31, 2022	63,599				$ 10	$ 7	29,375	(13,626)	(24,180)	72,013
Balance, beginning of period (in shares) at Dec. 31, 2021				1,650,000
Balance, beginning of period (in shares) at Dec. 31, 2021					10,523,000	7,416,000
Balance, beginning of period at Dec. 31, 2021	49,693				$ 10	$ 7	29,249	(13,626)	(24,729)	58,782
Net (loss) income	19,717
Balance, end of period (in shares) at Jun. 30, 2022				1,650,000
Balance, end of period (in shares) at Jun. 30, 2022					11,027,000	7,416,000
Balance, end of period at Jun. 30, 2022	72,967				$ 11	$ 7	32,761	(13,626)	(24,640)	78,454
Balance, beginning of period (in shares) at Mar. 31, 2022				1,650,000
Balance, beginning of period (in shares) at Mar. 31, 2022					10,533,000	7,416,000
Balance, beginning of period at Mar. 31, 2022	63,599				$ 10	$ 7	29,375	(13,626)	(24,180)	72,013
Issuance of common stock (in shares)					494,000
Issuance of common stock	3,250						3,249
Equity based compensation	137						137
Contributions from noncontrolling interest holders	10,637									10,637
Redemptions of noncontrolling interest holders	(1,410)									(1,410)
Distributions to noncontrolling interest holders	(1,122)									(1,122)
Consolidation of VIEs	(165)									(165)
Net (loss) income	(1,959)								(460)	(1,499)
Balance, end of period (in shares) at Jun. 30, 2022				1,650,000
Balance, end of period (in shares) at Jun. 30, 2022					11,027,000	7,416,000
Balance, end of period at Jun. 30, 2022	$ 72,967				$ 11	$ 7	32,761	(13,626)	(24,640)	78,454
Balance, beginning of period (in shares) at Dec. 31, 2022	1,651,302			1,651,000
Balance, beginning of period (in shares) at Dec. 31, 2022		10,790,787	7,416,414		10,791,000	7,416,000
Balance, beginning of period at Dec. 31, 2022	$ 77,189				$ 11	$ 7	33,108	(13,626)	(22,709)	80,398
Repurchases of common stock (in shares)					(42,000)
Equity based compensation	702						702
Contributions from noncontrolling interest holders	7,629									7,629
Redemptions of noncontrolling interest holders	(295)									(295)
Distributions to noncontrolling interest holders	(1,752)									(1,752)
Consolidation of VIEs	(20,805)									(20,805)
Deconsolidation of VIEs	9,539									9,539
Retirement of treasury stock								1,418	(1,418)
Net (loss) income	295								(1,207)	1,502
Balance, end of period (in shares) at Mar. 31, 2023				1,651,000
Balance, end of period (in shares) at Mar. 31, 2023					10,749,000	7,416,000
Balance, end of period at Mar. 31, 2023	$ 72,502				$ 11	$ 7	33,810	(12,208)	(25,334)	76,216
Balance, beginning of period (in shares) at Dec. 31, 2022	1,651,302			1,651,000
Balance, beginning of period (in shares) at Dec. 31, 2022		10,790,787	7,416,414		10,791,000	7,416,000
Balance, beginning of period at Dec. 31, 2022	$ 77,189				$ 11	$ 7	33,108	(13,626)	(22,709)	80,398
Net (loss) income	$ (11,285)
Balance, end of period (in shares) at Jun. 30, 2023	0			0
Balance, end of period (in shares) at Jun. 30, 2023		13,820,978	7,416,414		13,821,000	7,416,000
Balance, end of period at Jun. 30, 2023	$ 82,612				$ 14	$ 7	38,979	0	(31,060)	74,672
Balance, beginning of period (in shares) at Mar. 31, 2023				1,651,000
Balance, beginning of period (in shares) at Mar. 31, 2023					10,749,000	7,416,000
Balance, beginning of period at Mar. 31, 2023	72,502				$ 11	$ 7	33,810	(12,208)	(25,334)	76,216
Issuance of common stock (in shares)					1,200,000
Issuance of common stock	3,248				$ 1		3,247
Conversions of preferred stock (in shares)				(1,651,000)	1,651,000
Conversions of preferred stock	2				$ 2
Equity based compensation (in shares)					221,000
Equity based compensation	1,922						1,922
Contributions from noncontrolling interest holders	6,787									6,787
Redemptions of noncontrolling interest holders	(995)									(995)
Distributions to noncontrolling interest holders	(1,482)									(1,482)
Elimination of buyback obligation	12,208							12,208
Net (loss) income	$ (11,580)								(5,726)	(5,854)
Balance, end of period (in shares) at Jun. 30, 2023	0			0
Balance, end of period (in shares) at Jun. 30, 2023		13,820,978	7,416,414		13,821,000	7,416,000
Balance, end of period at Jun. 30, 2023	$ 82,612				$ 14	$ 7	$ 38,979	$ 0	$ (31,060)	$ 74,672

VIEs (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The consolidation of the Caliber Hospitality Trust and West Frontier consisted of the following, excluding intercompany eliminations at the time of consolidation (in thousands):


Assets
Real estate investments, net	$	87,897
Cash	3,667
Restricted cash	9,260
Accounts receivable, net	4,348
Notes receivable - related parties	10,411
Due from related parties	40
Investments in unconsolidated entities	84,076
Operating lease - right of use assets	8,775
Prepaid and other assets	5,953
Total assets	$	214,427

Liabilities
Notes payable, net	$	80,278
Notes payable - related parties	34,786
Accounts payable and accrued expenses	7,858
Due to related parties	10,302
Operating lease liabilities	12,441
Other liabilities	2,158
Total liabilities	147,823

Stockholders’ equity	66,604
Total liabilities and stockholders’ equity	$	214,427

During the six months ended June 30, 2022, the The consolidation of Northsight and Southpointe consisted of the following (in thousands) at the time of consolidation:


Assets
Real estate investments, net	$	23,611
Cash	233
Restricted cash	1,325
Prepaid and other assets	748
Total assets	$	25,917

Liabilities
Notes payable, net	$	15,824
Notes payable - related parties	5,301
Accounts payable and accrued expenses	109
Due to related parties	7
Other liabilities	688
Total liabilities	21,929

Stockholders’ equity	3,988
Total liabilities and stockholders’ equity	$	25,917