United States securities and exchange commission logo
September 6, 2022
John Loeffler, II
Chairman and Chief Executive Officer
CaliberCos Inc.
8901 E. Mountain View Rd.
Ste. 150
Scottsdale, AZ 85258
Re: CaliberCos Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted August
10, 2022
CIK No. 0001627282
Dear Mr. Loeffler:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors, page 14
1. Please expand your risk
factors to discuss interest rates and specifically identify the
impact of rate
increases on your operations and how your business has been affected. For
example, describe
whether your borrowing costs have recently increased or are expected
to increase and your
ability to pass along your increased costs of borrowing or project
execution to your funds
or investors. Please also describe whether increased borrowing
costs have impacted the
ability of third parties, such as developers, contractors or others to
do business with you.
John Loeffler, II
FirstName
CaliberCosLastNameJohn Loeffler, II
Inc.
Comapany 6,
September NameCaliberCos
2022 Inc.
September
Page 2 6, 2022 Page 2
FirstName LastName
Future sales and issuances of our Class A common stock . . . , page 28
2. We note your response to comment 3 of our letter. Please revise this
risk factor to address
the potential impact on investors of the conversion of the Class B
into Class A common
stock.
Management's Discussion and Analysis..., page 39
3. We note your statements that inflation and changes in interest rates
are a prevailing trend
in 2022, and that inflation historically favors new capital formation
for your funds, but has
increased the cost of construction and renovation of your assets.
Please expand your
disclosures to elaborate on how increased interest rates applicable to
your or your funds
impact your results of operations, including without limitation:
Expected changes to your product and services mix, including
specific challenges or
opportunities a rising interest rate environment presents in the
near-term to your
construction and asset purchases, sales, and rental operations,
and the impact that
ongoing supply chain challenges or disruptions may have on your
ability to make
these changes;
Any expected decreases in project sales, given increased cost of
financing;
Changes to pricing strategy in the near-term, including how you
consider sensitivity
to price increases;
Adjustments to planned capital expenditures and expansion;
Expected impacts to your short-term funding costs, including
working capital for
inventory and labor costs;
Anticipated impacts on your acquisition of real estate and
construction supplies,
given your need to finance the transaction via new borrowings;
and
The impact on liquidity resulting from material debt outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Measures, page 49
4. We note your response to comment 6. Please explain why the discussion
and measures of
Managed Capital and Fair Value AUM are presented after the discussion
of non-GAAP
measures but before non-GAAP EBITDA and Adjusted EBITDA measures. It
would
appear they should be included in the actual operating results section
of MD&A. Also, we
did not locate the relevant period-over-period variance discussion for
Managed Capital
and Fair Value AUM measures in relation to comparative and current
actual operating
results. Please advise.
5. Please explain the nature and purpose of the Intercompany
eliminations and Non-
controlling interest eliminations adjustments in your EBITDA
calculations on page 52
and why you believe they are appropriate. On page 49, please expand
your
disclosure accordingly on how EBITDA is calculated.
Liquidity and Capital Resources, page 53
John Loeffler, II
CaliberCos Inc.
September 6, 2022
Page 3
6. We note that the amounts in the cash flow analysis tables here and on
page 54 do not
clearly correlate to the respective subtotals in consolidated statements
of cash flows on
pages F-4 of the unaudited interim financial statements, and F-7 of the
audited financial
statements. Please advise.
Business, page 57
7. We note your response to prior comment 9 and your statement that your
operations are
organized into your three reportable segments. Please clarify what funds
you perform
these activities for and whether all of these funds are your consolidated
funds. Also clarify
how else you benefit from these funds. We note that you cite direct
membership or
partnership interests in the funds. Clarify whether you receive revenue
from any funds in
this capacity (as opposed to fund management, development and brokerage
activities
reflected in your reportable segments), and identify those funds and
describe your interest
in them. If you do not believe this information is material to
understanding your business,
please explain why, given that a significant portion of your consolidated
revenue is from
consolidated funds rather than the operations underlying your three
reportable segments.
Certain Relationships and Related Party Transactions
Buyback Program, page 75
8. We note your response to comment 11 of our letter. Please revise to
identify the related
party from whom you will repurchase shares and file the agreement as an
exhibit.
You may contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
FirstName LastNameJohn Loeffler, II
Division of
Corporation Finance
Comapany NameCaliberCos Inc.
Office of Real
Estate & Construction
September 6, 2022 Page 3
cc: Thomas J. Poletti. Esq.
FirstName LastName