Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41703 | |
Entity Registrant Name | CALIBERCOS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-2426901 | |
Entity Address, Address Line One | 8901 E. Mountain View Rd. | |
Entity Address, Address Line Two | Ste. 150 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85258 | |
City Area Code | 480 | |
Local Phone Number | 295-7600 | |
Title of 12(b) Security | Class A common stock, $0.001 par value per share | |
Trading Symbol | CWD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001627282 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,833,470 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,416,414 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ 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 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 12,500,000 | 12,500,000 |
Preferred stock, issued (in shares) | 0 | 1,651,302 |
Preferred stock, outstanding (in shares) | 0 | 1,651,302 |
Treasury stock, shares repurchased (in shares) | 0 | 277,342 |
Treasury stock, forward shares repurchased (in shares) | 0 | 3,432,351 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 13,820,978 | 10,790,787 |
Common stock, outstanding (in shares) | 13,820,978 | 10,790,787 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, issued (in shares) | 7,416,414 | 7,416,414 |
Common stock, outstanding (in shares) | 7,416,414 | 7,416,414 |
CONSOLIDATED STATEMENTS OF OPER
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 |
CONDENSED CONSOLIDATED STATEMEN
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 |
CONDENSED CONSOLIDATED STATEM_2
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) |
Organization and Liquidity
Organization and Liquidity | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Liquidity | Organization and Liquidity Organization CaliberCos Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, the “Company”, “Caliber”, “we”, “our”, and “us”), is an alternative asset manager of private syndication and direct investment real estate funds and provider of a full suite of traditional real estate services. The Company was formed in November 2014, and originally began as Caliber Companies, LLC, an Arizona limited liability company, which commenced operations in January 2009. We also provide various support services to the investments we manage including fund formation services, lending support, construction and development management, and real estate brokerage. Our business is organized into three reportable segments: Fund Management, Development, and Brokerage. As of June 30, 2023, we had operations in Alaska, Arizona, Colorado, and Texas. In general, our private equity real estate funds are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests. In addition, we are designated as the manager and/or general partner of the partnership. Depending on the legal structure and arrangements between us and the funds, we may or may not consolidate the partnerships for financial reporting purposes. For funds in which we are determined to be the controlling party or primary beneficiary for financial reporting purposes, the fund is consolidated, and the passive investors’ ownership is presented as noncontrolling interest in the accompanying condensed consolidated financial statements. For funds in which we are not determined to be the controlling party for financial reporting purposes, the fund is not consolidated, and any fees earned from the fund are included in fund management revenue in the accompanying condensed consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for more detail. Liquidity The Company, through guarantees of loans held by its consolidated funds, has five separate loans outstanding with maturity dates within the 12-month period subsequent to when these financial statements were issued with outside lenders totaling $28.8 million at June 30, 2023. Management is actively managing the potential amendments to the applicable loan agreements to include additional extension options, pay off or refinancing of these facilities. Management believes that we will be able to enter into new financing arrangements with third-party lenders. See Note 6 – Notes Payable for additional details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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 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. Th e 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. 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 |
VIEs
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. |
Real Estate Investments
Real Estate Investments | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments Real Estate Investments of the Company Asset Acquisitions During the six months ended June 30, 2023, the Company acquired its headquarters office building for an aggregate purchase price of $19.5 million with the acquisition being accounted for as an asset acquisition under U.S. GAAP. There were no asset acquisitions by the Company during the six months ended June 30, 2022. The preliminary allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the six months ended June 30, 2023 (in thousands): 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 Real Estate Investments of the Consolidated Funds Asset Acquisitions by Consolidated Funds During the six months ended June 30, 2023, the consolidated funds acquired one multi-family residential property for an aggregate purchase price of $6.6 million with the acquisition being accounted for as an asset acquisition under U.S. GAAP. There were no asset acquisitions by the consolidated funds during the six months ended June 30, 2022. The allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the six months ended June 30, 2023 (in thousands): 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 Dispositions by Consolidated Funds During the six months ended June 30, 2023, the consolidated funds did not sell any properties. During the six months ended June 30, 2022, the consolidated funds sold its investment in one multi-family apartment building located in Phoenix, Arizona, with a cost basis of $9.1 million, resulting in a gain of $21.5 million, which is included in consolidated funds - gain on sale of real estate assets on the accompanying condensed consolidated statements of operations. |
Prepaid and Other Assets
Prepaid and Other Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and Other Assets | Prepaid and Other Assets Prepaid and Other Assets of the Company 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) 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. 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. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 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. (2) In March 2023, the asset was contributed to Caliber Hospitality, LP and the fund was consolidated because the Company was determined to be the primary beneficiary as we have 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, LP and the Caliber Hospitality Trust. (3) In March 2023, the fund was consolidated 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. 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 wa s $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 operati ons. 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 w ere no b rokerage 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 sheet s. 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 int erest 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 w as no amount of inte rest 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 unsecur ed, 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 wa s $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 i nterest 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessor - Company Rental revenue of the Company includes the revenues generated by the rental operations of one commercial office property, which was acquired in January 2023. As of June 30, 2023, the leases have non-cancelable remaining lease terms from 0.1 years to 3.9 years. Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease. The leases do not contain any lessee purchase options. As of June 30, 2023, the Company does not have any material related party leases as a lessor. During the three and six months ended June 30, 2023, there was $0.5 million and $0.7 million of fixed rental revenue, respectively. During both of the three and six months ended June 30, 2023, there was an immaterial amount of variable rental revenue. The Company had no rental revenue for the three and six months ended June 30, 2022. Variable rental revenue are primarily costs reimbursed related to common area maintenance. 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 Lessor - Consolidated Funds Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of three multi-family residential properties, including GC Square Apartments, which was sold in March 2022, and two commercial properties. As of June 30, 2023, the leases have non-cancelable remaining lease terms from 0.1 years to 9.7 years. Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease. The leases do not contain any lessee purchase options. As of June 30, 2023, the consolidated funds do not have any material related party leases as a lessor. 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 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 |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 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. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Disclosures | Supplemental Cash Flow Disclosures Supplemental cash flow information consisted of the following for the six months ended June 30, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 Supplemental Disclosure of Cash Flow Information Cash paid for interest, none of which was capitalized for the six months ended June 30, 2023 and 2022, respectively $ 2,043 $ 568 Supplemental Disclosure of Cash Flow Information of Consolidated Funds Cash paid for interest, net of capitalized interest of $9 and $3 for the six months ended June 30, 2023 and 2022, respectively 6,574 4,548 Supplemental Disclosures of Non-Cash Investing and Financing Activities Real estate investments moved to held for sale — 6 Accounts receivable - related party eliminated in consolidation of VIEs 1,853 — Extinguishment of operating lease right-of-use assets 1,059 — Extinguishment of operating lease liabilities 1,340 — Cost of real estate investments included in accounts payable 5 — Issuance of common stock in connection with legal settlement — 3,200 Issuance of common stock in lieu of cash payment for accounts payable — 100 Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds Real estate investments moved to held for sale — 21,299 Note receivable eliminated in consolidation 2,946 — Cost of real estate investments included in accounts payable 203 788 Cost of real estate investments included in due to related parties 205 — Consolidation of VIEs Real estate investments, net 86,402 — Accounts receivable, net 4,348 — Due from related parties 2 — Operating lease - right of use assets 8,775 — Prepaid and other assets 2,042 568 Notes payable, net 80,449 22 Notes payable - related parties 6,589 — Accounts payable and accrued expenses 8,148 130 Due to related parties 28 — Operating lease liabilities 12,441 — Other liabilities 2,158 688 Noncontrolling interests 33,732 4,029 Deconsolidation of VIEs Real estate investments, net 74,061 — Accounts receivable, net 3,609 2 Operating lease - right of use assets 8,775 — Prepaid and other assets 1,634 48 Due from related parties 2 — Due to related parties 28 767 Notes payable, net 68,500 — Notes payable - related parties 1,777 — Accounts payable and accrued expenses 7,038 — Operating lease liabilities 12,441 — Other liabilities 1,928 4 Noncontrolling interests 21,957 101 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments and Contingencies of the Company Environmental Matters In connection with the ownership and operation of real estate assets, the Company may potentially be liable for costs and damages related to environmental matters. The Company believes it is in material compliance with current laws and regulations and do not know of any existing environmental condition and has not been notified by any governmental authority of any non-compliance, liability or other claim, in each case, that could result in a material effect on our financial condition or results of operations. Buyback Program In September 2018, the Company agreed to repurchase 3,709,693 shares (“Buyback Program”) owned by one of its non-participating founders for $4.54 per share of common stock in exchange for an amendment to such non-participating founder’s shareholder voting rights and other Company protections. Due to the length of time of the liability, the Company recorded a liability of $13.6 million and a corresponding reduction to equity in treasury stock at the inception of the Buyback Program using a present value discount rate of 10.00%. As of December 31, 2022, remaining number of shares to be repurchased was 3,432,351 and the balance of the liability was $12.4 million, which is included in buyback obligation on the accompanying condensed consolidated balance sheets. During the six months ended June 30, 2023, the Company repurchased 41,615 shares of Class A common stock pursuant to the Buyback Program and on May 19, 2023, the Company’s Class A common stock began trading on the NASDAQ Capital Market, at which point the buyback obligation was relieved and no further amounts were due under the Buyback Program. Commitments and Contingencies of the Consolidated Funds Franchise Agreements and Advance Key Money The consolidated hospitality funds are parties to various franchise agreements where, pursuant to the respective agreements, the respective fund is required to pay monthly fees, generally consisting of royalty, service contribution, technology, program and/or marketing fees. The franchise agreements expire on various dates from June 2025 through August 2033. The consolidated funds recognized total franchise fees of $1.2 million and $2.7 million for the three and six months ended June 30, 2023, respectively, and $0.9 million and $2.1 million for the three and six months ended June 30, 2022, respectively. As a part of one franchise agreement, the consolidated funds received an advance of $1.5 million (“Advance Key Money”) for the consolidated funds to retain the franchisor on the hotel property for 20 years. The consolidated funds are not required to repay any part of the Advance Key Money unless the franchise agreement is cancelled before the termination date of August 2033. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 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 h ave 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. |
Fair Value of Financial Instrum
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 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 Fair Value Carrying 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 — — |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 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 $ — |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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. 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 Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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 Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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) __________________________________ (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. Three Months Ended June 30, 2022 Real Estate Services Non-Controlling Interests - Consolidated Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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) __________________________________ (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, 2022 Real Estate Services Non-Controlling Interests - Consolidated Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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 __________________________________ (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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsManagement has evaluated events and transactions that occurred after June 30, 2023 through August 10, 2023, the date these condensed consolidated financial statement were available to be issued. No significant events or transactions took place during this period except as those matters discussed in Note 6 – Notes Payable. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
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. |
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. |
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 |
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. Th e 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 |
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. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Real Estate 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 |
VIEs (Tables)
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 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 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Asset Acquisition | The preliminary allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the six months ended June 30, 2023 (in thousands): 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 The allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the six months ended June 30, 2023 (in thousands): 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 |
Prepaid and Other Assets (Table
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) 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. 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. |
Notes Payable (Tables)
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 ). 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. (2) In March 2023, the asset was contributed to Caliber Hospitality, LP and the fund was consolidated because the Company was determined to be the primary beneficiary as we have 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, LP and the Caliber Hospitality Trust. (3) In March 2023, the fund was consolidated 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 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. 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 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. 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 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [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 ). 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. (2) In March 2023, the asset was contributed to Caliber Hospitality, LP and the fund was consolidated because the Company was determined to be the primary beneficiary as we have 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, LP and the Caliber Hospitality Trust. (3) In March 2023, the fund was consolidated 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 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. 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. |
Leases (Tables)
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 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 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. |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information consisted of the following for the six months ended June 30, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 Supplemental Disclosure of Cash Flow Information Cash paid for interest, none of which was capitalized for the six months ended June 30, 2023 and 2022, respectively $ 2,043 $ 568 Supplemental Disclosure of Cash Flow Information of Consolidated Funds Cash paid for interest, net of capitalized interest of $9 and $3 for the six months ended June 30, 2023 and 2022, respectively 6,574 4,548 Supplemental Disclosures of Non-Cash Investing and Financing Activities Real estate investments moved to held for sale — 6 Accounts receivable - related party eliminated in consolidation of VIEs 1,853 — Extinguishment of operating lease right-of-use assets 1,059 — Extinguishment of operating lease liabilities 1,340 — Cost of real estate investments included in accounts payable 5 — Issuance of common stock in connection with legal settlement — 3,200 Issuance of common stock in lieu of cash payment for accounts payable — 100 Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds Real estate investments moved to held for sale — 21,299 Note receivable eliminated in consolidation 2,946 — Cost of real estate investments included in accounts payable 203 788 Cost of real estate investments included in due to related parties 205 — Consolidation of VIEs Real estate investments, net 86,402 — Accounts receivable, net 4,348 — Due from related parties 2 — Operating lease - right of use assets 8,775 — Prepaid and other assets 2,042 568 Notes payable, net 80,449 22 Notes payable - related parties 6,589 — Accounts payable and accrued expenses 8,148 130 Due to related parties 28 — Operating lease liabilities 12,441 — Other liabilities 2,158 688 Noncontrolling interests 33,732 4,029 Deconsolidation of VIEs Real estate investments, net 74,061 — Accounts receivable, net 3,609 2 Operating lease - right of use assets 8,775 — Prepaid and other assets 1,634 48 Due from related parties 2 — Due to related parties 28 767 Notes payable, net 68,500 — Notes payable - related parties 1,777 — Accounts payable and accrued expenses 7,038 — Operating lease liabilities 12,441 — Other liabilities 1,928 4 Noncontrolling interests 21,957 101 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes these potential exercises and conversions during the three and six months ended June 30, 2023 and 2022 , which h ave 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. |
Fair Value of Financial Instr_2
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 Fair Value Carrying 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 — — |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Derivatives | 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 |
Derivative Assets by Balance Sheet Location | 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 |
Derivative Instruments, Gain (Loss) | 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 $ — |
Segment Reporting (Tables)
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 Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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 Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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) __________________________________ (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. Three Months Ended June 30, 2022 Real Estate Services Non-Controlling Interests - Consolidated Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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) __________________________________ (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, 2022 Real Estate Services Non-Controlling Interests - Consolidated Intercompany Fund Development Brokerage Segment CaliberCos Inc. 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 __________________________________ (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. |
Organization and Liquidity (Det
Organization and Liquidity (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) segment loan | |
Organization And Liquidity [Line Items] | |
Number of reportable segments | segment | 3 |
VIE, primary beneficiary | |
Organization And Liquidity [Line Items] | |
Number of short-term loans outstanding | loan | 5 |
Short-term debt | $ | $ 28.8 |
Summary of Significant Accoun_4
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% | |||||
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% | |||||
Performance allocations | Excluding consolidated VIE | Minimum | Related party | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of residual cash flow | 15% | |||||
Preferred return, preferred equity | 10% | |||||
Performance allocations | Excluding consolidated VIE | Maximum | Related party | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of residual cash flow | 35% | |||||
Preferred return, preferred equity | 12% |
Summary of Significant Accoun_5
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 |
VIEs - Narrative (Details)
VIEs - Narrative (Details) | 6 Months Ended | |
Jun. 30, 2023 fund entity | 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 |
VIEs - Schedule of Variable Int
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 |
Real Estate Investments - Narra
Real Estate Investments - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) property | Jun. 30, 2022 USD ($) property acquisition | |
VIE, primary beneficiary | ||||
Asset Acquisition [Line Items] | ||||
Number of assets acquisitions | acquisition | 0 | |||
Number of real estate properties disposed | property | 0 | 1 | ||
Real estate investment property, at cost | $ 9,100 | $ 9,100 | ||
Gains on sale of real estate investments | $ 0 | $ 0 | $ 0 | $ 21,530 |
Excluding consolidated VIE | ||||
Asset Acquisition [Line Items] | ||||
Number of assets acquisitions | acquisition | 0 | |||
Headquarters office building acquisition | Excluding consolidated VIE | ||||
Asset Acquisition [Line Items] | ||||
Asset acquisition, purchase price | 19,500 | |||
Multi-family residential property acquisition | VIE, primary beneficiary | ||||
Asset Acquisition [Line Items] | ||||
Asset acquisition, purchase price | $ 6,600 | |||
Number of real estate properties acquired | property | 1 |
Real Estate Investments - Sched
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 |
Prepaid and Other Assets - Summ
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 |
Notes Payable - Summary of Note
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% | ||||||||
Corporate notes | Maximum | Excluding consolidated VIE | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 12% | ||||||||
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% |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||
Aug. 31, 2023 | May 31, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 USD ($) note | Jan. 31, 2022 | Jul. 31, 2020 | Aug. 31, 2019 USD ($) | Sep. 30, 2018 | Jul. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2023 USD ($) note extension $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) note extension $ / shares | Jun. 30, 2022 USD ($) | Nov. 30, 2021 | Jun. 30, 2020 | Jul. 31, 2018 | Jul. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||||||||||||
Number of extensions | extension | 2 | 2 | |||||||||||||||||
Real estate notes | Hampton Inn & Suites Hotel | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 6.12% | ||||||||||||||||||
Excluding consolidated VIE | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of deferred financing costs | $ (15,000) | $ 0 | |||||||||||||||||
Excluding consolidated VIE | Corporate notes | Corporate Notes And Convertible Corporate Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of corporate notes | note | 124 | 230 | 230 | ||||||||||||||||
Average outstanding principal balance per loan | $ 100,000 | $ 200,000 | $ 200,000 | ||||||||||||||||
Weighted average interest rate | 10.19% | 11.39% | 11.39% | ||||||||||||||||
Excluding consolidated VIE | Convertible corporate notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 8.25% | 8.25% | |||||||||||||||||
Convertible conversion price (in dollars per share) | $ / shares | $ 7.57 | $ 7.57 | |||||||||||||||||
Excluding consolidated VIE | Real estate notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 4.30% | 4.30% | |||||||||||||||||
Excluding consolidated VIE | Minimum | Corporate notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||
Excluding consolidated VIE | Minimum | Corporate notes | Corporate Notes And Convertible Corporate Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 8.25% | 8.25% | 8.25% | ||||||||||||||||
Excluding consolidated VIE | Maximum | Corporate notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 12% | 12% | |||||||||||||||||
Excluding consolidated VIE | Maximum | Corporate notes | Corporate Notes And Convertible Corporate Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 12% | 12% | 12% | ||||||||||||||||
VIE, primary beneficiary | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization of deferred financing costs | $ 400,000 | $ 100,000 | $ 737,000 | 326,000 | |||||||||||||||
Deferred financing cost write-offs | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||
VIE, primary beneficiary | Real estate notes | Hampton Inn & Suites Hotel | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 6.12% | 6.12% | |||||||||||||||||
VIE, primary beneficiary | Real estate notes | Four Points by Sheraton Hotel, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 10.50% | 10.50% | |||||||||||||||||
VIE, primary beneficiary | Real estate notes | Four Points by Sheraton Hotel, Notes Payable | Forecast | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||
VIE, primary beneficiary | Real estate notes | Airport Hotel Portfolio, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 13.91% | 13.91% | |||||||||||||||||
Exit fee percentage | 1.25% | ||||||||||||||||||
Minimum return percentage | 30% | ||||||||||||||||||
VIE, primary beneficiary | Real estate notes | DoubleTree by Hilton Tucson Convention Center, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 4.22% | 4.22% | |||||||||||||||||
VIE, primary beneficiary | Real estate notes | DoubleTree by Hilton Tucson Convention Center, Notes Payable | Interest rate swap | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Derivative, fixed interest rate | 4.22% | ||||||||||||||||||
VIE, primary beneficiary | Real estate notes | Hilton Tucson East, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 6.25% | 6.25% | 6.25% | ||||||||||||||||
VIE, primary beneficiary | Real estate notes | DT Mesa Holdco II, LLC, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 6.50% | 7.10% | 7.10% | ||||||||||||||||
VIE, primary beneficiary | Real estate notes | Circle Lofts, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 5.25% | 5.25% | 5.25% | ||||||||||||||||
VIE, primary beneficiary | Real estate notes | Circle Lofts, LLC | Forecast | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, interest rate adjustment, term | 6 months | ||||||||||||||||||
VIE, primary beneficiary | Real estate notes | Northsight Crossing AZ, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 3.75% | 3.75% | 3.75% | ||||||||||||||||
Interest rate floor | 3.75% | ||||||||||||||||||
Debt instrument, initial interest rate period | 5 years | ||||||||||||||||||
Annual maximum principal reduction percentage | 20% | ||||||||||||||||||
Debt instrument prepayment premium, percentage | 1% | ||||||||||||||||||
Debt instrument, prepayment premium, period | 2 years | ||||||||||||||||||
VIE, primary beneficiary | Real estate notes | Southpointe Fundco, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 9.99% | 9.99% | 9.99% | 9.99% | |||||||||||||||
VIE, primary beneficiary | Real estate notes | \West Frontier Holdco, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 6.35% | 6.35% | 6.35% | ||||||||||||||||
VIE, primary beneficiary | Real estate notes | Holiday Inn Ocotillo Hotel, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 11.17% | 11.17% | |||||||||||||||||
Interest rate floor | 11% | 11% | |||||||||||||||||
VIE, primary beneficiary | Economic injury disaster loans | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 3.75% | 3.75% | 3.75% | ||||||||||||||||
VIE, primary beneficiary | Revolving line of credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 8.25% | 8.25% | |||||||||||||||||
VIE, primary beneficiary | Revolving line of credit | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate | 4.75% | 8.25% | 8.25% | ||||||||||||||||
Line of credit maximum borrowing capacity | $ 4,500,000 | ||||||||||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | ||||||||||||||||||
VIE, primary beneficiary | One-Month LIBOR | Real estate notes | Airport Hotel Portfolio, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 3.75% | ||||||||||||||||||
VIE, primary beneficiary | One-Month LIBOR | Real estate notes | DoubleTree by Hilton Tucson Convention Center, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||||||
VIE, primary beneficiary | One-Month LIBOR | Real estate notes | Holiday Inn Ocotillo Hotel, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 6% | ||||||||||||||||||
VIE, primary beneficiary | Secured Overnight Financing Rate (SOFR) | Real estate notes | Airport Hotel Portfolio, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 8.75% | ||||||||||||||||||
VIE, primary beneficiary | Secured Overnight Financing Rate (SOFR) | Real estate notes | Holiday Inn Ocotillo Hotel, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 6% | ||||||||||||||||||
VIE, primary beneficiary | Federal Home Loan Bank Rate | Real estate notes | DT Mesa Holdco II, LLC, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.75% | ||||||||||||||||||
VIE, primary beneficiary | Six-Month LIBOR | Real estate notes | Circle Lofts, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 3.75% | ||||||||||||||||||
VIE, primary beneficiary | Five Year Treasury Constant Federal Reserve Index | Real estate notes | \West Frontier Holdco, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||||||
VIE, primary beneficiary | Wall Street Journal Prime Rate | Revolving line of credit | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 0.25% | ||||||||||||||||||
VIE, primary beneficiary | Prime Rate | Real estate notes | Four Points by Sheraton Hotel, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 2.25% | ||||||||||||||||||
Interest rate floor | 9.65% | ||||||||||||||||||
VIE, primary beneficiary | Prime Rate | Real estate notes | Northsight Crossing AZ, LLC | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||||||||
VIE, primary beneficiary | Maximum | Secured Overnight Financing Rate (SOFR) | Real estate notes | Airport Hotel Portfolio, Notes Payable | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, variable rate | 5% |
Notes Payable - Summary of Prin
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 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2015 | Nov. 30, 2014 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Interest expense | $ 1,261,000 | $ 175,000 | $ 2,092,000 | $ 344,000 | |||
Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 7,675,000 | 7,675,000 | $ 9,646,000 | ||||
Other liabilities | 560,000 | 560,000 | 64,000 | ||||
VIE, primary beneficiary | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 4,000 | 4,000 | 15,000 | ||||
Other liabilities | 2,852,000 | 2,852,000 | 3,030,000 | ||||
Notes receivable - related parties | 31,657,000 | 31,657,000 | 28,229,000 | ||||
Related party | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Interest receivable | 0 | 0 | |||||
Interest expense | 0 | 0 | 0 | 0 | |||
Interest payable | 0 | 0 | 0 | ||||
Other liabilities | 101,000 | $ 101,000 | 171,000 | ||||
Related party | VIE, primary beneficiary | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, rate | 12% | ||||||
Interest receivable | 0 | $ 0 | 0 | ||||
Interest payable | 100,000 | 100,000 | 100,000 | ||||
Other liabilities | 129,000 | 129,000 | 68,000 | ||||
Notes receivable, interest income | 900,000 | 700,000 | 1,800,000 | 1,300,000 | |||
Notes receivable - related parties | 31,700,000 | 31,700,000 | 28,200,000 | ||||
Interest expense, debt | 300,000 | 200,000 | 500,000 | 500,000 | |||
Related party | Fund management services | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 5,000,000 | 5,000,000 | 6,800,000 | ||||
Related party | Development related management services | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 1,200,000 | 1,200,000 | 1,000,000 | ||||
Related party | Real estate brokerage services | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 0 | 0 | 0 | ||||
Related party | Other | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 1,000,000 | 1,000,000 | 1,900,000 | ||||
Other liabilities | 100,000 | 100,000 | 200,000 | ||||
Related party | Other | VIE, primary beneficiary | |||||||
Related Party Transaction [Line Items] | |||||||
Other liabilities | 0 | 0 | 0 | ||||
Related party | Notes Receivable | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | 500,000 | $ 500,000 | |||||
Related party | Notes Receivable | Excluding consolidated VIE | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, rate | 12% | ||||||
Related party | Notes Receivable | Excluding consolidated VIE | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction, rate | 14% | ||||||
Co-manager | Withdrawal agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares issued (in shares) | 33,029 | 33,029 | |||||
Amount of transaction | $ 500,000 | ||||||
Other liabilities | 0 | $ 0 | $ 8,000 | ||||
Asset management fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 1,229,000 | 1,135,000 | $ 2,511,000 | 2,066,000 | |||
Asset management fees | Related party | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Fund management fees, percentage | 0.70% | ||||||
Revenue | 1,200,000 | 1,200,000 | $ 2,500,000 | 2,100,000 | |||
Asset management fees | Related party | Excluding consolidated VIE | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Fund management fees, percentage | 1% | ||||||
Asset management fees | Related party | Excluding consolidated VIE | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Fund management fees, percentage | 1.50% | ||||||
Performance allocations | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 12,000 | 103,000 | $ 2,438,000 | 2,405,000 | |||
Performance allocations | Related party | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 0 | 100,000 | $ 2,400,000 | 2,400,000 | |||
Preferred return, common equity | 6% | ||||||
Performance allocations | Related party | Excluding consolidated VIE | Minimum | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of residual cash flow | 15% | ||||||
Preferred return, preferred equity | 10% | ||||||
Performance allocations | Related party | Excluding consolidated VIE | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of residual cash flow | 35% | ||||||
Preferred return, preferred equity | 12% | ||||||
Transaction and advisory fees | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 665,000 | 1,750,000 | $ 1,419,000 | 2,371,000 | |||
Transaction and advisory fees | Related party | Fund Formation Fees, loan placement and guarantee fees | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 0 | 800,000 | 100,000 | 1,000,000 | |||
Transaction and advisory fees | Related party | Development related management services | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | 500,000 | 700,000 | 1,000,000 | 1,000,000 | |||
Transaction and advisory fees | Related party | Real estate brokerage services | Excluding consolidated VIE | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue | $ 100,000 | $ 300,000 | $ 300,000 | $ 400,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
VIE, primary beneficiary | |||
Debt Instrument [Line Items] | |||
Repayments of notes payable | $ 57,687 | $ 16,969 | |
Related party | Excluding consolidated VIE | |||
Debt Instrument [Line Items] | |||
Notes payable | 0 | $ 365 | |
Repayments of notes payable | 4,365 | 35 | |
Related party | Excluding consolidated VIE | Caliber Residential Advantage Fund, LP | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 0 | 365 | |
Interest rate | 7.50% | ||
Related party | Excluding consolidated VIE | Caliber Tax Advantaged Opportunity Zone Fund, LP | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 0 | 0 | |
Interest rate | 12% | ||
Repayments of notes payable | $ 4,000 | ||
Related party | VIE, primary beneficiary | |||
Debt Instrument [Line Items] | |||
Notes payable | 10,391 | 6,973 | |
Repayments of notes payable | 4,633 | $ 7,757 | |
Related party | VIE, primary beneficiary | Roosevelt III HOLDCO, LLC | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 0 | 2,748 | |
Interest rate | 12% | ||
Related party | VIE, primary beneficiary | CDIF, LLC | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 0 | 1,725 | |
Interest rate | 12% | ||
Related party | VIE, primary beneficiary | Caliber Tax Advantaged Opportunity Zone Fund, LP | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 2,634 | 2,500 | |
Interest rate | 8.50% | ||
Related party | VIE, primary beneficiary | Caliber Tax Advantaged Opportunity Zone Fund, LP | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 4,957 | 0 | |
Interest rate | 12% | ||
Related party | VIE, primary beneficiary | Caliber Tax Advantaged Opportunity Zone Fund II, LP | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 2,800 | $ 0 | |
Interest rate | 12% |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
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 |
Leases - Future Minimum Lease P
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 |
Leases - Rental Revenue (Detail
Leases - Rental Revenue (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 | |
Lessor, Lease, Description [Line Items] | ||||
Fixed | $ 1,189 | $ 637 | $ 1,984 | $ 1,736 |
Variable | 175 | 88 | 347 | 250 |
Total | $ 1,364 | $ 725 | $ 2,331 | $ 1,986 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Excluding consolidated VIE | ||
Schedule Of Other Liabilities [Line Items] | ||
Below market leases, net | $ 279 | $ 0 |
Tenant improvement allowance | 116 | 0 |
Deposits | 120 | 23 |
Other | 45 | 41 |
Other liabilities | 560 | 64 |
VIE, primary beneficiary | ||
Schedule Of Other Liabilities [Line Items] | ||
Below market leases, net | 394 | 461 |
Deposits | 488 | 710 |
Other | 605 | 393 |
Advance key money, net | 863 | 900 |
Sales tax payable | 502 | 566 |
Other liabilities | $ 2,852 | $ 3,030 |
Supplemental Cash Flow Disclo_3
Supplemental Cash Flow Disclosures (Details) - USD ($) | 6 Months Ended | |
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2018 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | |
Excluding consolidated VIE | ||||||
Other Commitments [Line Items] | ||||||
Buyback obligation | $ 0 | $ 0 | $ 12,391 | |||
VIE, primary beneficiary | ||||||
Other Commitments [Line Items] | ||||||
Total franchise fees | $ 1,200 | $ 900 | 2,700 | $ 2,100 | ||
Advance key money | $ 1,500 | |||||
Franchise agreement, term | 20 years | |||||
Buyback Program | Excluding consolidated VIE | ||||||
Other Commitments [Line Items] | ||||||
Maximum amount of shares to be repurchased (in shares) | shares | 3,709,693 | |||||
Shares acquired, cost per share (in dollars per share) | $ / shares | $ 4.54 | |||||
Buyback obligation | $ 13,600 | $ 12,400 | ||||
Number of remaining shares to be repurchased (in shares) | shares | 3,432,351 | |||||
Buyback Program | Class A | Excluding consolidated VIE | ||||||
Other Commitments [Line Items] | ||||||
Shares repurchased (in shares) | shares | 41,615 | |||||
Buyback Program | Measurement Input, Discount Rate | Excluding consolidated VIE | ||||||
Other Commitments [Line Items] | ||||||
Discount rate | 0.1000 |
Net Income (Loss) Per Share - S
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 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation (in shares) | 2,226,000 | 845,000 | 2,226,000 | 0 |
Additional common shares, if stock options were exercised | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation (in shares) | 1,967,000 | 663,000 | 1,967,000 | 0 |
Additional common shares, if convertible debt were converted | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation (in shares) | 259,000 | 182,000 | 259,000 | 0 |
Fair Value of Financial Instr_3
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 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amounts (Details) - VIE, primary beneficiary - Not Designated as Hedging Instrument $ in Thousands | Jun. 30, 2023 USD ($) derivative | Dec. 31, 2022 USD ($) derivative |
Derivative [Line Items] | ||
Notional Amount | $ 73,640 | $ 18,856 |
Interest rate swap | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 1 | 1 |
Notional Amount | $ 18,640 | $ 18,856 |
Interest rate cap | ||
Derivative [Line Items] | ||
Number of Instruments | derivative | 1 | 0 |
Notional Amount | $ 55,000 | $ 0 |
Derivative Instruments - Fair V
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 |
Derivative Instruments - Gain (
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 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
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% |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||||
Other revenue | $ 2,266 | $ 1,451 | $ 4,117 | $ 3,328 | ||
Total revenues | 20,445 | 18,681 | 49,967 | 42,983 | ||
Net (loss) income | (11,580) | $ 295 | (1,959) | $ 21,676 | (11,285) | 19,717 |
Intercompany Eliminations & Equity in Income | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | (1,467) | (1,394) | (3,355) | (3,455) | ||
Net (loss) income | (1,781) | (1,293) | (3,504) | (3,263) | ||
Excluding consolidated VIE | Real Estate Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 3,373 | 4,382 | 9,723 | 10,297 | ||
Net (loss) income | (5,640) | (1,644) | (6,474) | (396) | ||
Excluding consolidated VIE | Real Estate Services | Fund Management | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 2,556 | 3,212 | 7,678 | 7,841 | ||
Net (loss) income | (5,766) | (2,111) | (6,897) | (1,857) | ||
Excluding consolidated VIE | Real Estate Services | Development | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 656 | 898 | 1,612 | 1,414 | ||
Net (loss) income | 74 | 422 | 570 | 759 | ||
Excluding consolidated VIE | Real Estate Services | Brokerage | ||||||
Segment Reporting Information [Line Items] | ||||||
Total revenues | 161 | 272 | 433 | 1,042 | ||
Net (loss) income | 52 | 45 | (147) | 702 | ||
VIE, primary beneficiary | ||||||
Segment Reporting Information [Line Items] | ||||||
Other revenue | 2,266 | 1,451 | 4,117 | 3,328 | ||
VIE, primary beneficiary | Non-controlling Interests - Consolidated Funds | ||||||
Segment Reporting Information [Line Items] | ||||||
Other revenue | 2,266 | 1,451 | 4,117 | 3,328 | ||
Total revenues | 18,539 | 15,693 | 43,599 | 36,141 | ||
Net (loss) income | (4,159) | 978 | (1,307) | 23,376 | ||
Asset management fees | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 1,229 | 1,135 | 2,511 | 2,066 | ||
Asset management fees | Intercompany Eliminations & Equity in Income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | (1,137) | (1,019) | (2,154) | (2,102) | ||
Asset management fees | Excluding consolidated VIE | Real Estate Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 2,366 | 2,154 | 4,665 | 4,168 | ||
Asset management fees | Excluding consolidated VIE | Real Estate Services | Fund Management | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 2,366 | 2,154 | 4,665 | 4,168 | ||
Asset management fees | Excluding consolidated VIE | Real Estate Services | Development | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Asset management fees | Excluding consolidated VIE | Real Estate Services | Brokerage | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Performance allocations | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 12 | 103 | 2,438 | 2,405 | ||
Performance allocations | Intercompany Eliminations & Equity in Income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | (11) | 0 | (12) | 0 | ||
Performance allocations | Excluding consolidated VIE | Real Estate Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 23 | 103 | 2,450 | 2,405 | ||
Performance allocations | Excluding consolidated VIE | Real Estate Services | Fund Management | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 23 | 103 | 2,450 | 2,405 | ||
Performance allocations | Excluding consolidated VIE | Real Estate Services | Development | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Performance allocations | Excluding consolidated VIE | Real Estate Services | Brokerage | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Transaction and advisory fees | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 665 | 1,750 | 1,419 | 2,371 | ||
Transaction and advisory fees | Intercompany Eliminations & Equity in Income | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | (319) | (375) | (1,189) | (1,353) | ||
Transaction and advisory fees | Excluding consolidated VIE | Real Estate Services | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 984 | 2,125 | 2,608 | 3,724 | ||
Transaction and advisory fees | Excluding consolidated VIE | Real Estate Services | Fund Management | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 167 | 955 | 563 | 1,268 | ||
Transaction and advisory fees | Excluding consolidated VIE | Real Estate Services | Development | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 656 | 898 | 1,612 | 1,414 | ||
Transaction and advisory fees | Excluding consolidated VIE | Real Estate Services | Brokerage | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 161 | 272 | 433 | 1,042 | ||
Hospitality revenue | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 16,273 | 14,242 | 39,482 | 32,813 | ||
Hospitality revenue | VIE, primary beneficiary | Non-controlling Interests - Consolidated Funds | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 16,273 | $ 14,242 | $ 39,482 | $ 32,813 |