0001627282-24-000058 | 10-Q | XBRL Viewer

CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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)	14,311,355	13,872,671
Common stock, outstanding (in shares)	14,311,355	13,872,671
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

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

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 March 31, 2024, the leases have non-cancelable remaining lease terms from 0.9 years to 10.3 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 March 31, 2024, the Company does not have any material related party leases as a lessor. During the three months ended March 31, 2024, there was $0.4 million and $0.1 million of fixed and variable rental revenue, respectively, which is included in other income (loss), net on the accompanying consolidated statements of operations. During the three months ended March 31, 2023, there was $0.2 million of fixed rental revenue and an immaterial amount of variable rental revenue, which is included in other income (loss), net on the accompanying consolidated statements of operations. 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 March 31, 2024 are as follows (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	1,092
2025	1,281
2026	1,137
2027	501
2028	224
Thereafter	1,344
Total	$	5,579

Lessor - Consolidated Funds

Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of two multi-family residential properties, including Circle Lofts, which was deconsolidated during the year ended December 2023, and two commercial properties, including Northsight Crossing, which was sold in October 2023. As of March 31, 2024, 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 March 31, 2024, the consolidated funds do not have any material related party leases as a lessor. The components of rental revenue for the three months ended March 31, 2024 and 2023 (in thousands) are presented in the table below. Variable rental revenue are primarily costs reimbursed related to common area maintenance.


	Three Months Ended March 31,
		2024		2023
Fixed		$	294	$	795
Variable		128		172
Total		$	422	$	967

Future minimum lease payments due to the consolidated funds under non-cancellable operating leases over the next five years and thereafter as of March 31, 2024 are as follows (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	947
2025	887
2026	882
2027	767
2028	787
Thereafter	3,729
Total	$	7,999

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
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss attributable to CaliberCos Inc.	$ (3,805)	$ (1,207)
Convertible debt interest	22	22
Net loss attributable to common shareholders of CaliberCos Inc.	$ (3,783)	$ (1,185)
Denominator:
Weighted average shares outstanding – basic (in shares)	21,542	18,182
Weighted average shares outstanding - diluted (in shares)	21,542	18,182
Basic net loss per share attributable to common stockholders (in dollars per share)	$ (0.18)	$ (0.07)
Diluted loss income per share attributable to common stockholders (in dollars per share)	$ (0.18)	$ (0.07)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (SX 210.5-03(20))
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Subparagraph (SX 210.9-04(22))
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments of the Company

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

Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. The fair value of the Company’s fixed rate debt were measured with Level 2 inputs. The estimated fair value of the Company’s real estate loan was determined by management based on a discounted future cash-flow model. As of March 31, 2024 the Company’s real estate loan had a carrying value of $16.1 million and a fair value of $9.5 million. As of December 31, 2023 the Company’s real estate loan had a carrying value of $16.2 million and a fair value of $9.5 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 March 31, 2024 and December 31, 2023 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).


	March 31, 2024				December 31, 2023
Note Payable	Carrying Value		Fair Value		Carrying Value		Fair Value
Hampton Inn & Suites Hotel (1)	$	—	$	—	$	5,939	$	4,762
Southpointe Fundco, LLC	1,050		1,050		1,050		1,050
Tucson East, LLC (1)	—		—		11,901		11,067
West Frontier, LLC	4,636		3,803		4,636		3,795

(1) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

- Definition

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

+ References + Details

Derivative Instruments - Fair Values by Balance Sheet Location (Details) - VIE, primary beneficiary - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Derivative [Line Items]
Derivative assets	$ 1,401	$ 1,216
Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	1,401	1,216
Interest rate swap \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	1,401	1,206
Interest rate cap \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	$ 0	$ 10

- Definition

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

+ References

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

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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-10

+ Details

Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Excluding consolidated VIE
Schedule Of Other Liabilities [Line Items]
Below market leases, net	$ 134	$ 171
Tenant improvement allowance	179	99
Deposits	129	113
Other	172	37
Other liabilities	614	420
VIE, primary beneficiary
Schedule Of Other Liabilities [Line Items]
Deposits	236	531
Other	339	370
Advance key money, net	0	825
Sales tax payable	161	674
Other liabilities	$ 736	$ 2,400

Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	2,438	1,807
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	2,263	1,625
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)	175	182

Subsequent Events (Details) - Subsequent Event $ in Millions	May 09, 2024 USD ($)
VIE, primary beneficiary
Subsequent Event [Line Items]
Preferred stock issued	$ 10.0
Reduction In Force
Subsequent Event [Line Items]
Restructuring, positions eliminated, percent	10.00%
Restructuring, expected annual cost savings	$ 4.0

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Related Party Transactions

The table below shows the consolidated revenues earned for providing services under the Company’s asset management platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the three months ended March 31, 2024 and 2023.


	Three Months Ended March 31,
	2024		2023

Fund management fees	$	1,378	$	1,289
Financing fees	2		78
Development and construction fees	1,531		528
Brokerage fees	259		141
Total asset management	3,170		2,036
Performance allocations	166		2,426
Total related party revenue	$	3,336	$	4,462

Schedule of Notes Receivable

The following table summarizes the notes receivable – related parties as of March 31, 2024 and December 31, 2023 (in thousands):


Notes Receivable - Related Parties	March 31, 2024		December 31, 2023		Interest Rate (1)	Maturity Date (1)
Caliber Hospitality LP (2)	$	6,749	$	—	12.00%	September 2025
Olathe Behavioral Health	—		25		12.00%	May 2025
DFW Behavioral Health LLC	—		25		14.00%	May 2025
Total Notes Receivable - Related Parties	$	6,749	$	50

__________________________________

(1) As of March 31, 2024.

(2) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

Notes Receivable

The consolidated fund entered into unsecured promissory notes with related parties. The notes may be repaid in whole, or in part, without penalty. The notes receivable – related parties consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


Notes Receivable - Related Parties	March 31, 2024		December 31, 2023		Interest Rate(1)	Maturity Date(1)
SF Alaska, LP	$	15,592	$	14,976	12.00%	May 2025
The Ketch, LLC	7,713		7,198		12.00%	May 2024
Circle Lofts, LLC	1,851		1,797		12.00%	May 2024
J-25 Development Group, LLC	32		4,804		12.00%	May 2024
Caliber Diversified Opportunity Fund II, LP	12		109		12.00%	September 2025
Ridge II, LLC	1,186		846		12.00%	December 2024
Ironwood, LLC	3,564		2,703		13.00%	September 2025
47th Street Phoenix Fund, LLC	87		—		12.00%	May 2025
Southridge, LLC	—		2,187		13.00%	July 2025
Caliber Hospitality, LP (2)	10,254		—		12.00%	June 2025
Blue Spruce, LLC	56		—		13.00%	January 2026
Total Notes Receivable - Related Parties	$	40,347	$	34,620

__________________________________

(1) As of March 31, 2024.

(2) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

Fair Value of Financial Instrument - Narrative (Details) - Excluding consolidated VIE - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 52,952	$ 53,799
Real estate notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	16,100	16,200
Long-term debt, fair value	$ 9,500	$ 9,500

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023 (dollar amounts in thousands):


	March 31, 2024			December 31, 2023
Type of Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
Interest rate swap	1	$	18,306	1	$	18,418
Interest rate cap(1)	—	—		1	55,000
Total		$	18,306		$	73,418

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 consolidated balance sheets, as of March 31, 2024 and December 31, 2023 (in thousands):


Type of Derivative	Balance Sheet Location	March 31, 2024		December 31, 2023
Interest rate swap	Consolidated funds - Prepaid and other assets	$	1,401	$	1,206
Interest rate cap(1)	Consolidated funds - Prepaid and other assets	—		10
Total		$	1,401	$	1,216

Derivative Instruments, Gain (Loss)

The following table presents the gain or loss recognized in consolidated funds - hospitality expenses in the consolidated statements of operations for three months ended March 31, 2024 and 2023 (in thousands):


Type of Derivative	Statement of Operations Location	Three Months Ended March 31,
		2024		2023
Interest rate swap	Consolidated funds - hospitality expenses	$	195	$	(322)
Interest rate cap (1)	Consolidated funds - hospitality expenses	(35)		43
Total		$	160	$	(279)

__________________________________

(1) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2024

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 months ended March 31, 2024 and 2023 as follows (in thousands, except per share data):


	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss attributable to CaliberCos Inc.	$	(3,805)	$	(1,207)

Convertible debt interest	22		22

Net loss attributable to common shareholders of CaliberCos Inc.	$	(3,783)	$	(1,185)
Denominator:
Weighted average shares outstanding - basic	21,542		18,182




Weighted average shares outstanding - diluted	21,542		18,182

Basic net loss per share attributable to common shareholders	$	(0.18)	$	(0.07)
Diluted net loss per share attributable to common shareholders	$	(0.18)	$	(0.07)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table summarizes these potential exercises and conversions during the three months ended March 31, 2024 and 2023, which have been excluded from the computation of diluted earnings per share attributable to common shareholders (in thousands):


	Three Months Ended March 31,
	2024	2023
Additional common shares, if stock options were exercised	2,263	1,625


Additional common shares, if convertible debt were converted	175	182
	2,438	1,807

Real Estate Investments - Narrative (Details) $ in Millions	3 Months Ended
Real Estate Investments - Narrative (Details) $ in Millions	Mar. 31, 2024 acquisition property	Mar. 31, 2023 USD ($) property
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		$ 19.5
Multi-family residential property acquisition \| VIE, primary beneficiary
Asset Acquisition [Line Items]
Number of real estate properties acquired \| property	0	1
Commercial Building And Property With Vacant Land Acquisition \| VIE, primary beneficiary
Asset Acquisition [Line Items]
Asset acquisition, purchase price		$ 6.6

Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

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

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

The Company has calculated the basic and diluted earnings per share during the three months ended March 31, 2024 and 2023 as follows (in thousands, except per share data):


	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss attributable to CaliberCos Inc.	$	(3,805)	$	(1,207)

Convertible debt interest	22		22

Net loss attributable to common shareholders of CaliberCos Inc.	$	(3,783)	$	(1,185)
Denominator:
Weighted average shares outstanding - basic	21,542		18,182




Weighted average shares outstanding - diluted	21,542		18,182

Basic net loss per share attributable to common shareholders	$	(0.18)	$	(0.07)
Diluted net loss per share attributable to common shareholders	$	(0.18)	$	(0.07)

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 months ended March 31, 2024 and 2023, which have been excluded from the computation of diluted earnings per share attributable to common shareholders (in thousands):


	Three Months Ended March 31,
	2024	2023
Additional common shares, if stock options were exercised	2,263	1,625


Additional common shares, if convertible debt were converted	175	182
	2,438	1,807

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues [Abstract]
Total revenues	$ 22,951	$ 29,522
Expenses
Total expenses	27,308	29,013
Other income, net	272	519
Interest income	117	98
Interest expense	(1,294)	(831)
Net (loss) income before income taxes	(5,262)	295
Benefit from income taxes	0	0
Net (loss) income	(5,262)	295
Net (loss) income attributable to noncontrolling interests	(1,457)	1,502
Net loss attributable to CaliberCos Inc.	$ (3,805)	$ (1,207)
Basic net loss per share attributable to common stockholders (in dollars per share)	$ (0.18)	$ (0.07)
Diluted loss income per share attributable to common stockholders (in dollars per share)	$ (0.18)	$ (0.07)
Weighted average common shares outstanding:
Basic (in shares)	21,542	18,182
Diluted (in shares)	21,542	18,182
Excluding consolidated VIE
Expenses
Operating costs	$ 5,262	$ 4,504
General and administrative	1,940	1,816
Marketing and advertising	106	353
Depreciation and amortization	146	132
VIE, primary beneficiary
Expenses
Consolidated funds – other expenses	3,072	1,925
Interest income	1,000
Asset management revenues \| Excluding consolidated VIE
Revenues [Abstract]
Revenue	3,170	2,036
Performance allocations \| Excluding consolidated VIE
Revenues [Abstract]
Revenue	166	2,426
Hospitality revenue \| VIE, primary beneficiary
Revenues [Abstract]
Other revenue	18,145	23,209
Expenses
Consolidated funds – hospitality expenses	16,782	20,283
Other revenues \| VIE, primary beneficiary
Revenues [Abstract]
Other revenue	$ 1,470	$ 1,851

Real Estate Investments - Schedule of Asset Acquisition (Details) $ in Thousands	3 Months Ended
	Mar. 31, 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

Leases - Future Minimum Lease Payments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Lessor, Lease, Description [Line Items]
Future minimum lease payments due, term (in years)	5 years
Excluding consolidated VIE
Lessor, Lease, Description [Line Items]
April 1, 2024 - December 31, 2024	$ 1,092
2025	1,281
2026	1,137
2027	501
2028	224
Thereafter	1,344
Total	5,579
VIE, primary beneficiary
Lessor, Lease, Description [Line Items]
April 1, 2024 - December 31, 2024	947
2025	887
2026	882
2027	767
2028	787
Thereafter	3,729
Total	$ 7,999

Other Liabilities

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

Other Liabilities

Other Liabilities of the Company

Other liabilities consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023

Below market leases, net	$	134	$	171
Tenant improvement allowance	179		99
Deposits (1)	129		113



Other	172		37
Total other liabilities	$	614	$	420

_________________________________

(1) Includes tenant security deposits.

Other Liabilities of the Consolidated Funds

Other liabilities of the consolidated funds consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Advance key money, net	$	—	$	825
Deposits (1)	236		531
Sales tax payable	161		674






Other	339		370
Total other liabilities	$	736	$	2,400

______________________________

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

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Real Estate Assets (Details) - VIE, primary beneficiary	Mar. 31, 2024
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

Organization and Liquidity	3 Months Ended
Organization and Liquidity	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Liquidity	Organization and Liquidity Organization CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company”), 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. The Company provides various support services to the investments we manage including asset management services, fund set-up services, lending support, construction and development management, and real estate brokerage. As of March 31, 2024, 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 consolidated financial statements (“Consolidated Funds”, and collectively with the Company, the “Consolidated Company”, “Caliber”, “we”, “our”, and “us”). 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 consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for more detail. Liquidity and Going Concern The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2024, the Company had individual corporate notes aggregating $36.7 million for which the maturity dates of these notes are within the 12-month period subsequent to when these financial statements were issued. Additionally, the Company has incurred operating losses and negative operating cash flows for the three months ended March 31, 2024, and anticipates additional future operating losses and negative operating cash flows. The Company does not have sufficient cash on hand to satisfy such obligations. As such these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management plans to i) continue to negotiate extensions of such loans or refinance such debt, ii) obtain new financing, iii) reduce operating costs, iv) collect receivables and return investments from the Consolidated Funds, and/or v) increase capital raise through continued expansion of fundraising channels. The Company has commenced discussions with the various lenders in pursuit of extending or refinancing its loans. Subsequent to March 31, 2024, the Company extended the maturity dates of certain corporate and convertible notes. As of May 9, 2024, an aggregate of $36.4 million of corporate and convertible notes mature within the 12-month period subsequent to when these financial statements were issued (see Note 6 – Notes Payable). Management’s plans include timely collection on the Company’s outstanding accounts and notes receivable from affiliated entities for which management has influence and control and implementing strategies to reduce costs. The Company executed a reduction in force of approximately 10% of its employees in May 2024, with an expected annual saving of compensation and benefits expenses of $4.0 million. The Company has also executed on cost reduction plans with estimated annual savings of $2.5 million. In addition, Caliber Hospitality Trust, Inc. (the “Caliber Hospitality Trust”) received a $10.0 million investment commitment into its Series D preferrd equity in May 2024, of which a portion will be used to repay amounts due to the Company. The Company concluded that management’s plans are probable of being achieved to alleviate substantial doubt about the Company’s ability to continue as a going concern.

Notes Payable - Summary of Principal Repayments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Excluding consolidated VIE
Debt Instrument [Line Items]
April 1, 2024 - December 31, 2024	$ 23,106
2025	14,421
2026	304
2027	317
2028	330
Thereafter	14,692
Total	53,170	$ 54,018
VIE, primary beneficiary
Debt Instrument [Line Items]
April 1, 2024 - December 31, 2024	19,594
2025	6,119
2026	555
2027	17,046
2028	66
Thereafter	4,562
Total	$ 47,942	$ 131,400

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Consolidation, Interim Unaudited Financial Data	Basis of Presentation and Consolidation The accompanying 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 consolidated financial statements include our accounts, our consolidated subsidiaries, and legal entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. The equity and net income or loss attributable to noncontrolling interests in subsidiaries is shown separately in the accompanying 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 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 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, 2023.
Variable Interest Entities	Variable Interest Entities We determine if an entity is a variable interest entity (“VIE”) based on several factors, including whether the equity holders, as a group, lack the characteristics of a controlling financial interest. We analyze any investments in VIEs to determine if we are the primary beneficiary. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative analysis focused on identifying which reporting entity has both (i) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment. We consolidate any VIEs for which we are the primary beneficiary, and we disclose our maximum exposure to loss related to the consolidated VIEs.
Voting Interest Entities	Voting Interest Entities Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“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.
Reclassification	Reclassification The asset management fees and transaction and advisory fees, previously presented in their own line items for prior periods presented, have been combined into one line item, asset management revenues in the accompanying consolidated statements of operations, to be consistent with the current year presentation. The reclassification does not affect prior period’s total revenues or net income (loss).
Use of Accounting Estimates	Use of Accounting Estimates The preparation of our 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.
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 consolidated statements of operations. Our determination of the appropriate accounting treatment for an investment in a subsidiary requires judgment of several factors including the size and nature of our ownership interest and the other owners’ substantive rights to make decisions for the entity. If we were to make different judgments or conclusions as to the level of our control or influence, it could result in a different accounting treatment. Consolidating an investment generally would have no impact on our net income or stockholders’ deficit attributable to CaliberCos Inc. in any accounting period, but a different treatment would impact individual income statement and balance sheet line items, as consolidation would effectively “gross up” our statement of operations and balance sheet.
Depreciation and Amortization Expense	Depreciation and Amortization Expense Depreciation expense includes costs and costs associated with building and building improvements, which are depreciated over the estimated useful life of the respective asset, generally 15 to 40 years. Depreciation expense also 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 3 to 7 years beginning in the first full month the asset is placed in service. Intangible lease assets are amortized using the straight-line method over the shorter of the respective estimated useful life or the lease term. For each of the three months ended March 31, 2024 and 2023, depreciation expense for the Company was $0.1 million.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined not to be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset. Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined to not be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, our consolidated funds recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset.
Concentration of Credit Risk	Concentration of Credit Risk Substantially all of the Company’s revenues are generated from the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, and Texas. The Company mitigates the associated risk by: •diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties; •diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located; •diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and •maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies.
Noncontrolling Interests in Consolidated Real Estate Partnerships	Noncontrolling Interests in Consolidated Real Estate Partnerships We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests within the accompanying 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 Accounting Standards Codification (“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. 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. The following describes the Company’s revenue recognition policy related to the fees the Company earns from providing services under its asset management platform: Fund set-up fees 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 and are included in asset management revenues in the accompanying consolidated statements of operations. Fund set-up fees replaced fund formation fees that are earned at a point in time at a fixed rate based on the amount of capital raised into certain managed funds. Fund management fees 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. These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time. With respect to the Caliber Hospitality Trust, the Company earns a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Financing fees are earned for services the Company performs in securing third-party financing on behalf of our private equity real estate funds. These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan. In addition, the Company earns fees for guaranteeing certain loans, representing a performance obligation that the Company satisfies over time. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Development and construction revenues from contracts with customers include fixed fee arrangements with related party affiliates to provide real estate development services as their principal developer, which include managing and supervising third-party developers and general contractors with respect to the development of the properties owned by the funds. Revenues 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. Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities. During the construction period, development fee revenue is recognized over time as the performance obligations are satisfied. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transaction, and are included in asset management revenues in the accompanying consolidated statements of operations. 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. These revenues are included in performance allocations in the accompanying consolidated statements of operations.
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 March 31, 2024 and December 31, 2023. For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component.
Leases, Lessee	Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly. Segments Historically, the Company’s operations were organized into three reportable segments, fund management, development, and brokerage. During the three months ended March 31, 2024, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors. With the evolution and growth of the Company, the Company’s CODM assesses performance and resource allocation on an aggregate basis under the Company’s asset management platform, and no longer reviews operating results for development or brokerage activity separately. As such, management concluded that the Company operates through one operating segment. The Company’s CODM assesses revenue, operating expenses and key operating statistics to evaluate performance and allocate resources on a basis that eliminates the impact of the consolidated investment funds (intercompany eliminations required by U.S. GAAP) and noncontrolling interests. Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as The Company’s CODM does not review the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds. The investment funds are consolidated based on the requirement in ASC 810, Consolidation, as the Company was determined to be the primary beneficiary of each of these variable interest 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 investment funds.
Accounts Receivable	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. If 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 consolidated statements of operations. Our consolidated funds had no allowance for doubtful accounts as of March 31, 2024 and December 31, 2023.
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 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 $0.4 million and $1.0 million, for the three months ended March 31, 2024 and 2023, 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 March 31, 2024. 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. In addition, consolidated funds - other revenue includes interest income of $1.0 million and $0.9 million for the three months ended March 31, 2024 and 2023, 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 Instruments The consolidated funds record all derivative instruments on the 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 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 The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively, “Topic 326”), effective January 1, 2023. Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis. The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S. GAAP. Loans and receivables between entities under common control are not within the scope of this guidance. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. The Company adopted the Financial Accounting Standards Board (“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), effective January 1, 2024, 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 adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which serves to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis. The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-07 on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740, Income Taxes). ASU 2023-09, which serves to enhance income tax disclosures by requiring a tabular rate reconciliation and additional information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements.

Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Other Liabilities Disclosure [Abstract]

Other Liabilities

Other liabilities consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023

Below market leases, net	$	134	$	171
Tenant improvement allowance	179		99
Deposits (1)	129		113



Other	172		37
Total other liabilities	$	614	$	420

_________________________________

(1) Includes tenant security deposits.

Other Liabilities of the Consolidated Funds

Other liabilities of the consolidated funds consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Advance key money, net	$	—	$	825
Deposits (1)	236		531
Sales tax payable	161		674






Other	339		370
Total other liabilities	$	736	$	2,400

______________________________

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

Derivative Instruments

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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 March 31, 2024 and December 31, 2023, the Company did not have any derivatives designated as hedging instruments.

Derivatives Not Designated as Hedging Instruments


	March 31, 2024			December 31, 2023
Type of Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
Interest rate swap	1	$	18,306	1	$	18,418
Interest rate cap(1)	—	—		1	55,000
Total		$	18,306		$	73,418


Type of Derivative	Balance Sheet Location	March 31, 2024		December 31, 2023
Interest rate swap	Consolidated funds - Prepaid and other assets	$	1,401	$	1,206
Interest rate cap(1)	Consolidated funds - Prepaid and other assets	—		10
Total		$	1,401	$	1,216


Type of Derivative	Statement of Operations Location	Three Months Ended March 31,
		2024		2023
Interest rate swap	Consolidated funds - hospitality expenses	$	195	$	(322)
Interest rate cap (1)	Consolidated funds - hospitality expenses	(35)		43
Total		$	160	$	(279)

__________________________________

(1) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

VIEs

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VIEs

During the three months ended March 31, 2023, the Company (i) deconsolidated five hospitality funds that were contributed to Caliber Hospitality, LP, whose sole general partner is the Caliber Hospitality Trust and (ii) consolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from the five previously consolidated hospitality funds and one previously unconsolidated fund because the Company was determined to be the primary beneficiary as it had 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 was significant to the Caliber Hospitality Trust and Caliber Hospitality, LP.

In addition, the Company consolidated West Frontier Holdco, LLC (“West Frontier”) during the three months ended March 31, 2023, as the Company was determined to be the primary beneficiary as the Company has 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. No additional VIEs were consolidated during the three months ended March 31, 2024. The consolidation of the Caliber Hospitality Trust, Caliber Hospitality, LP, 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

On March 7, 2024, L.T.D. Hospitality Group LLC (“L.T.D.”) contributed the first of nine committed hotels from L.T.D.’s portfolio to Caliber Hospitality, LP in exchange for $5.7 million in cash, $9.6 million in operating partnership units, and a new $14.1 million loan facility. Upon this reconsideration event, the Company reconsidered its consolidation conclusion, given the change in economics, and concluded that it was no longer the primary beneficiary, as its potential obligation to absorb the losses, through its guarantee of the indebtedness secured by the hospitality assets, were no longer significant to Caliber Hospitality, LP or the Caliber Hospitality Trust. As such, during the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP, the Caliber Hospitality Trust, and their consolidated subsidiaries. The Company aggregates and reports the results of operations of these VIEs in consolidated fund revenues and consolidated fund expenses within the accompanying consolidated statements of operations through the date of deconsolidation.

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 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.

Supplemental Cash Flow Disclosures

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Disclosures

Supplemental cash flow information consisted of the following for the three months ended March 31, 2024 and 2023 (in thousands):


	Three Months Ended March 31,
	2024		2023
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, none of which was capitalized for the three months ended March 31, 2024 and 2023, respectively	$	1,254	$	694
Supplemental Disclosure of Cash Flow Information of Consolidated Funds
Cash paid for interest, net of capitalized interest of $2 and $9 for the three months ended March 31, 2024 and 2023, respectively	3,488		2,362

Supplemental Disclosures of Non-Cash Investing and Financing Activities




Increase in note receivable - related party due to deconsolidation of VIEs	6,749		—
Accounts receivable - related party eliminated in consolidation of VIEs	—		1,853
Increase in investments in unconsolidated entities due to deconsolidation of VIEs	6,238		—
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	107		18


Issuance of common stock in lieu of cash payment for accounts payable	36		—




Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds


Note receivable eliminated in consolidation	—		2,946
Increase in note receivable - related party due to deconsolidation of VIEs	10,341		—
Cost of real estate investments included in accounts payable	45		36
Cost of real estate investments included in due to related parties	7		46




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
Notes payable, net	—		80,449
Notes payable - related parties	—		6,589
Accounts payable and accrued expenses	—		8,148
Due to related parties	—		28
Operating lease liabilities	—		12,441
Other liabilities	—		2,158
Noncontrolling interests	—		33,732
Deconsolidation of VIEs
Real estate investments, net	83,282		74,061
Accounts receivable, net	2,808		3,609

Operating lease - right of use assets	10,327		8,775
Prepaid and other assets	8,453		1,634
Due from related parties	3		2
Due to related parties	101		28
Notes payable, net	82,024		68,500
Notes payable - related parties	14,362		1,777
Accounts payable and accrued expenses	10,655		7,038
Operating lease liabilities	13,957		12,441
Other liabilities	1,236		1,928

Noncontrolling interests	40,787		21,957

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

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

Supplemental Cash Flow Disclosures (Details) - USD ($)	3 Months Ended
Supplemental Cash Flow Disclosures (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
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	1,254,000	694,000
Increase in note receivable - related party due to deconsolidation of VIEs	6,749,000	0
Accounts receivable - related party eliminated in consolidation of VIEs	0	1,853,000
Increase in investments in unconsolidated entities due to deconsolidation of VIEs	6,238,000	0
Extinguishment of operating lease right-of-use assets	0	1,059,000
Extinguishment of operating lease liabilities	0	1,340,000
Cost of real estate investments included in accounts payable	107,000	18,000
Issuance of common stock in lieu of cash payment for accounts payable	36,000	0
VIE, primary beneficiary
Other Significant Noncash Transactions [Line Items]
Cash paid for interest, net of capitalized interest	3,488,000	2,362,000
Capitalized interest	2,000	9,000
Increase in note receivable - related party due to deconsolidation of VIEs	10,341,000	0
Cost of real estate investments included in accounts payable	45,000	36,000
Note receivable eliminated in consolidation	0	2,946,000
Cost of real estate investments included in due to related parties	7,000	46,000
Consolidation of VIEs
Real estate investments, net	0	86,402,000
Accounts receivable, net	0	4,348,000
Due from related parties	0	2,000
Operating lease - right of use assets	0	8,775,000
Prepaid and other assets	0	2,042,000
Notes payable, net	0	80,449,000
Notes payable - related parties	0	6,589,000
Accounts payable and accrued expenses	0	8,148,000
Due to related parties	0	28,000
Operating lease liabilities	0	12,441,000
Other liabilities	0	2,158,000
Noncontrolling interests	0	33,732,000
Deconsolidation of VIEs
Real estate investments, net	83,282,000	74,061,000
Accounts receivable, net	2,808,000	3,609,000
Operating lease - right of use assets	10,327,000	8,775,000
Prepaid and other assets	8,453,000	1,634,000
Due from related parties	3,000	2,000
Due to related parties	101,000	28,000
Notes payable, net	82,024,000	68,500,000
Notes payable - related parties	14,362,000	1,777,000
Accounts payable and accrued expenses	10,655,000	7,038,000
Operating lease liabilities	13,957,000	12,441,000
Other liabilities	1,236,000	1,928,000
Noncontrolling interests	$ 40,787,000	$ 21,957,000

Notes Payable

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Notes Payable

Notes Payable of the Company

Notes payable consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


Notes Payable	March 31, 2024		December 31, 2023		Weighted Average Interest Rate (1)		Maturity Date (1)
Corporate notes	$	35,392	$	36,442	11.40	%	January 2024 - March 2025
Convertible corporate notes	1,324		1,324		8.25	%	April 2024
Real estate and other loans	16,454		16,252		5.61	%	August 2024 - November 2029
Total notes payable	53,170		54,018
Deferred financing costs, net	(218)		(219)
Total notes payable, net	$	52,952	$	53,799

__________________________________

(1) As of March 31, 2024.

Real Estate Loans

Gateway II HoldCo, LLC

On January 31, 2023, Caliber assumed a loan which is secured by the Company’s headquarters office building (see Note 4 – Real Estate Investments). 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 4.30% in effect through the maturity date in November 2029. The terms of the loan do not allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date. The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met. As of March 31, 2024 and December 31, 2023, the outstanding principal balance of the loan was $16.1 million and $16.2 million, respectively. As of March 31, 2024, the debt service coverage ratio required by the loan agreement was not satisfied, which per the terms of the agreement required the Company to transfer funds to a cash management account.

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 March 31, 2024, there were 220 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 11.40%, and maturity dates ranging from January 2024 to March 2025. During the three months ended March 31, 2024, there were no conversions of debt into common stock. In April 2024, the Company entered into a loan extension agreement with certain corporate note holders to extend the respective maturity dates of multiple individual corporate notes, aggregating $12.3 million, for an additional 13 months, resulting in maturity dates of these corporate notes ranging from May 2025 to April 2026. As of May 9, 2024, an aggregate of $36.4 million of corporate and convertible notes mature within the 12-month period subsequent to when these financial statements were issued.

As of December 31, 2023, there were 222 individual corporate notes outstanding, with an average outstanding principal balance of $0.2 million, interest rates ranging from 8.25% to 12.00%, with a weighted average interest rate of 11.42%, and maturity dates ranging from January 2024 to March 2025.

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 March 31, 2024 and December 31, 2023, the value of the conversion feature was zero.

Future Minimum Payments

The following table summarizes the scheduled principal repayments of our indebtedness as of March 31, 2024 (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	23,106
2025	14,421
2026	304
2027	317
2028	330
Thereafter	14,692
Total	$	53,170

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 each of the three months ended March 31, 2024 and 2023.

Notes Payable of the Consolidated Funds

Notes payable of the consolidated funds consisted of the following as of March 31, 2024 and December 31, 2023, respectively (in thousands):


Notes Payable	March 31, 2024			December 31, 2023		Interest Rate (1)	Maturity date (1)
Real Estate Loans
Hampton Inn & Suites Hotel	$	—	(3)	$	5,939	N/A	N/A
Four Points by Sheraton Hotel (2)	10,700			11,000		18.00%	September 2023
Holiday Inn Ocotillo Hotel	—		(3)	9,250		N/A	N/A
Airport Hotel Portfolio	—		(3)	55,631		N/A	N/A
DoubleTree by Hilton Tucson Convention Center	18,306			18,418		4.22%	August 2027
Hilton Tucson East	—		(3)	11,901		N/A	N/A
DT Mesa Holdco II, LLC	3,000			3,000		7.28%	May 2024


Southpointe Fundco, LLC	1,050			1,050		11.99%	September 2024
West Frontier Holdco, LLC	4,636			4,636		6.35%	February 2038
Total Real Estate Loans	37,692			120,825
Revolving line of credit	4,500			4,500		8.75%	October 2024
Member notes	5,600			5,600		10.00%	June 2025
Economic injury disaster and other loans	150			475		3.75%	June 2050
Total notes payable	47,942			131,400
Deferred financing costs, net	(288)			(1,716)
Total notes payable, net	$	47,654		$	129,684

__________________________________

(1) As of March 31, 2024.

(2) During the year ended December 31, 2023, the hotel ceased operations as the consolidated fund is converting the property into a multi-family residential asset.

(3) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

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 March 31, 2024.

Hampton Inn & Suites Hotel

In July 2015, the previously 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 loan is guaranteed by an individual who is an affiliate of the Company. During the three months ended March 31, 2024, the Company deconsolidated Hampton Inn & Suites Hotel (as discussed in Note 3 – VIEs).

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 matured 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 increased to 18% until the loan is paid in full or replaced with construction financing from the lender. In April 2024, the consolidated fund paid the loan amount outstanding in full.

In April 2024, the consolidated fund entered into a $19.1 million construction loan agreement, which is secured by a deed of trust of the Four Points by Sheraton Hotel. Per the terms of the agreement, the loan has interest at a variable rate equal to SOFR plus 6.140%, with a floor rate of 12.65% until maturity in October 2025. The loan requires monthly interest-only payments until maturity and the loan may be prepaid in whole or in part without premium or penalty. The loan is guaranteed by an individual who is an affiliate of the Company.

Holiday Inn Ocotillo Hotel

In July 2018, the previously 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%. In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024. In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024. The loan is guaranteed by the Company. During the three months ended March 31, 2024, the Company deconsolidated Holiday Inn Ocotillo Hotel (as discussed in Note 3 – VIEs).

Airport Hotel Portfolio

In September 2018, the previously 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 previously 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. During the three months ended March 31, 2024, the Company deconsolidated the Airport Hotel Portfolio (as discussed in Note 3 – VIEs).

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. In May 2024, the consolidated fund terminated the interest rate swap agreement and received $1.6 million.

Hilton Tucson East

In November 2021, the previously 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. During the three months ended March 31, 2024, the Company deconsolidated the Hilton Tucson East (as discussed in Note 3 – VIEs).

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%. In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024. In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 7, 2024 and waiving the minimum liquidity covenant default. The Company is within the 30-day grace period and expects to extend the maturity date of the loan by 90 days.

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. In November 2023, an extension agreement was executed with the lender, extending the maturity date to March 2024 and amending the interest to a fixed rate of 11.99%. In February 2024, an extension agreement was executed with the lender, extending the maturity date to September 2024. 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.

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 8.75% as of March 31, 2024. The Company is required to pay a fee of 0.20% of the unused revolving balance. In August 2023, the agreement was amended extending the maturity date of the LOC to October 2024 and removing certain restrictive covenants. The terms of the LOC include certain financial covenants and as of March 31, 2024, the consolidated fund was in compliance with all such covenants.

Member Notes

During 2022 and the year ended December 31, 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.

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. At March 31, 2024 and December 31, 2023, the outstanding principal balance was $0.2 million and $0.5 million, respectively. 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.

Future Debt Maturities

As of March 31, 2024, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	19,594
2025	6,119
2026	555
2027	17,046
2028	66
Thereafter	4,562
Total	$	47,942

Deferred Financing Costs

Amortization of deferred financing costs was $0.3 million and there were no deferred financing cost write-offs during each of the three months ended March 31, 2024 and 2023.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Related Party Transactions - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
VIE, primary beneficiary
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 40,347	$ 34,620
Related party \| Excluding consolidated VIE
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	6,749	50
Related party \| VIE, primary beneficiary
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 40,347	$ 34,620

Commitments and Contingencies (Details) $ in Millions	3 Months Ended		12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023
Caliber Tax Advantage Opportunity Fund LP
Other Commitments [Line Items]
Internal rate of return, threshold	0.06		0.06
Caliber Tax Advantaged Opportunity Fund II LLC
Other Commitments [Line Items]
Internal rate of return, threshold	0.06		0.06
VIE, primary beneficiary
Other Commitments [Line Items]
Total franchise fees	$ 2.4	$ 1.5

VIEs - Narrative (Details) $ in Millions		3 Months Ended
VIEs - Narrative (Details) $ in Millions	Mar. 07, 2024 USD ($) entity	Mar. 31, 2024 fund	Mar. 31, 2024 entity	Mar. 31, 2023 fund
Variable Interest Entity [Line Items]
Number of entities deconsolidated, sold		6	6	5
Excluding consolidated VIE \| Caliber Hospitality Trust \| L. T. D. Hospitality Group LLC Notes Payable
Variable Interest Entity [Line Items]
Debt instrument, face amount	$ 14.1
Excluding consolidated VIE \| L. T. D. Hospitality Group LLC \| Caliber Hospitality Trust
Variable Interest Entity [Line Items]
Number of real estate properties acquired \| entity	9
Payments to Acquire Businesses, Gross	$ 5.7
Business combination, consideration transferred, equity interests issued	$ 9.6
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

Notes Payable - Narrative (Details)		1 Months Ended									3 Months Ended
Notes Payable - Narrative (Details)	May 09, 2024 USD ($)	Apr. 30, 2024 USD ($)	May 31, 2023	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Aug. 31, 2019 USD ($)	Sep. 30, 2018	Jul. 30, 2018	Jun. 30, 2018	Mar. 31, 2024 USD ($) note extension $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) note	Nov. 30, 2023	Aug. 31, 2023	Jun. 30, 2022	Nov. 30, 2021	Jun. 30, 2020	Jul. 31, 2018	Jul. 31, 2015
Excluding consolidated VIE
Debt Instrument [Line Items]
Long-term debt											$ 52,952,000		$ 53,799,000
Notes payable											53,170,000		54,018,000
Deferred financing costs, net											218,000		219,000
Deferred financing cost write-offs											0	$ 0
Amortization of deferred financing costs											10,000	(6,000)
Excluding consolidated VIE \| Corporate notes
Debt Instrument [Line Items]
Notes payable											$ 35,392,000		$ 36,442,000
Excluding consolidated VIE \| Corporate notes \| Corporate Notes And Convertible Corporate Notes
Debt Instrument [Line Items]
Debt instrument, term (in months)											12 months
Debt instrument, extended term											12 months
Number of corporate notes \| note											220		222
Average outstanding principal balance per loan											$ 200,000		$ 200,000
Weighted average interest rate											11.40%		11.42%
Excluding consolidated VIE \| Corporate notes \| Corporate Notes And Convertible Corporate Notes, Due April 2026 \| Subsequent Event
Debt Instrument [Line Items]
Long-term debt		$ 12,300,000
Debt instrument, extended term		13 months
Excluding consolidated VIE \| Convertible corporate notes
Debt Instrument [Line Items]
Interest rate											8.25%
Notes payable											$ 1,324,000		$ 1,324,000
Convertible conversion price (in dollars per share) \| $ / shares											$ 7.57
Excluding consolidated VIE \| Real estate notes
Debt Instrument [Line Items]
Interest rate											5.61%
Long-term debt											$ 16,100,000		16,200,000
Notes payable											16,454,000		16,252,000
Excluding consolidated VIE \| Real estate notes \| Notes Payable, Gateway II Holdco, LLC
Debt Instrument [Line Items]
Interest rate					4.30%
Long-term debt											$ 16,100,000		$ 16,200,000
Excluding consolidated VIE \| Minimum \| Corporate notes \| Corporate Notes And Convertible Corporate Notes
Debt Instrument [Line Items]
Interest rate											8.25%		8.25%
Excluding consolidated VIE \| Maximum \| Corporate notes
Debt Instrument [Line Items]
Interest rate											11.40%
Excluding consolidated VIE \| Maximum \| Corporate notes \| Corporate Notes And Convertible Corporate Notes
Debt Instrument [Line Items]
Interest rate											12.00%		12.00%
VIE, primary beneficiary
Debt Instrument [Line Items]
Long-term debt											$ 47,654,000		$ 129,684,000
Notes payable											47,942,000		131,400,000
Deferred financing costs, net											288,000		1,716,000
Deferred financing cost write-offs											0	0
Amortization of deferred financing costs											$ 300,000	$ 300,000
Number of extensions \| extension											2
Term of extension (in months)											12 months
VIE, primary beneficiary \| Economic Injury Disaster Loans
Debt Instrument [Line Items]
Interest rate																		3.75%
Long-term debt											$ 200,000		500,000
VIE, primary beneficiary \| Real estate notes
Debt Instrument [Line Items]
Notes payable											37,692,000		120,825,000
VIE, primary beneficiary \| Real estate notes \| Hampton Inn & Suites Hotel
Debt Instrument [Line Items]
Interest rate																				6.12%
Notes payable											$ 0		5,939,000
VIE, primary beneficiary \| Real estate notes \| Four Points by Sheraton Hotel, Notes Payable
Debt Instrument [Line Items]
Interest rate											18.00%				18.00%
Notes payable											$ 10,700,000		11,000,000
VIE, primary beneficiary \| Real estate notes \| Four Points by Sheraton Hotel, Notes Payable \| Subsequent Event
Debt Instrument [Line Items]
Interest rate floor		12.65%
Debt instrument, face amount		$ 19,100,000
VIE, primary beneficiary \| Real estate notes \| Holiday Inn Ocotillo Hotel, Notes Payable
Debt Instrument [Line Items]
Notes payable											0		9,250,000
Interest rate floor			11.00%																11.00%
VIE, primary beneficiary \| Real estate notes \| Airport Hotel Portfolio, Notes Payable
Debt Instrument [Line Items]
Notes payable											$ 0		55,631,000
Exit fee percentage					1.25%
Minimum return percentage					30.00%
VIE, primary beneficiary \| Real estate notes \| DoubleTree by Hilton Tucson Convention Center, Notes Payable
Debt Instrument [Line Items]
Interest rate											4.22%
Notes payable											$ 18,306,000		18,418,000
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 \| DoubleTree by Hilton Tucson Convention Center, Notes Payable \| Interest rate swap \| Subsequent Event
Debt Instrument [Line Items]
Proceeds from termination of derivative	$ 1,600,000
VIE, primary beneficiary \| Real estate notes \| Hilton Tucson East, Notes Payable
Debt Instrument [Line Items]
Interest rate																	6.25%
Notes payable											$ 0		11,901,000
VIE, primary beneficiary \| Real estate notes \| DT Mesa Holdco II, LLC, Notes Payable
Debt Instrument [Line Items]
Interest rate						6.50%					7.28%
Notes payable											$ 3,000,000		3,000,000
VIE, primary beneficiary \| Real estate notes \| DT Mesa Holdco II, LLC, Notes Payable \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, extended term	90 days
VIE, primary beneficiary \| Real estate notes \| Southpointe Fundco, LLC
Debt Instrument [Line Items]
Interest rate											11.99%			11.99%		9.99%
Notes payable											$ 1,050,000		1,050,000
VIE, primary beneficiary \| Real estate notes \| West Frontier Holdco, LLC
Debt Instrument [Line Items]
Interest rate				6.35%							6.35%	6.35%
Notes payable											$ 4,636,000		4,636,000
VIE, primary beneficiary \| Revolving line of credit
Debt Instrument [Line Items]
Interest rate											8.75%
Notes payable											$ 4,500,000		$ 4,500,000
VIE, primary beneficiary \| Revolving line of credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate							4.75%
Line of credit maximum borrowing capacity							$ 4,500,000
Line of credit facility, unused capacity, commitment fee percentage							0.20%
VIE, primary beneficiary \| Member notes
Debt Instrument [Line Items]
Interest rate						10.00%					10.00%		10.00%
Notes payable											$ 5,600,000		$ 5,600,000
VIE, primary beneficiary \| One-Month LIBOR \| Real estate notes \| Holiday Inn Ocotillo Hotel, Notes Payable
Debt Instrument [Line Items]
Basis spread on variable rate									6.00%
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 \| Secured Overnight Financing Rate (SOFR) \| Real estate notes \| Four Points by Sheraton Hotel, Notes Payable \| Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate		6.14%
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			6.00%
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 \| 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 \| 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 \| Maximum \| Secured Overnight Financing Rate (SOFR) \| Real estate notes \| Airport Hotel Portfolio, Notes Payable
Debt Instrument [Line Items]
Debt instrument, variable rate					5.00%

Leases (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 are as follows (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	1,092
2025	1,281
2026	1,137
2027	501
2028	224
Thereafter	1,344
Total	$	5,579

Future minimum lease payments due to the consolidated funds under non-cancellable operating leases over the next five years and thereafter as of March 31, 2024 are as follows (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	947
2025	887
2026	882
2027	767
2028	787
Thereafter	3,729
Total	$	7,999

Operating Lease, Lease Income

The components of rental revenue for the three months ended March 31, 2024 and 2023 (in thousands) are presented in the table below. Variable rental revenue are primarily costs reimbursed related to common area maintenance.


	Three Months Ended March 31,
		2024		2023
Fixed		$	294	$	795
Variable		128		172
Total		$	422	$	967

VIEs (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities


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

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Management has evaluated events and transactions that occurred after March 31, 2024 through May 9, 2024, the date these consolidated financial statement were available to be issued. In addition to those matters discussed in Note 6 – Notes Payable, the following is a summary of the significant events and transactions that took place during this period: •The Company executed a reduction in force of approximately 10% of its employees in May 2024, with an expected annual saving of compensation and benefits expenses of $4.0 million. •On May 8, 2024, the Caliber Hospitality Trust received a $10.0 million investment commitment into its Series D preferred equity.

Derivative Instruments - Gain (Loss) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2024 fund	Mar. 31, 2024 entity	Mar. 31, 2023 USD ($) fund
Derivative [Line Items]
Number of entities deconsolidated, sold		6	6	5
VIE, primary beneficiary
Derivative [Line Items]
Gain (loss) on derivatives	$ 160			$ (279)
VIE, primary beneficiary \| Interest rate swap
Derivative [Line Items]
Gain (loss) on derivatives	195			(322)
VIE, primary beneficiary \| Interest rate cap
Derivative [Line Items]
Gain (loss) on derivatives	$ (35)			$ 43

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions of the Company

Revenues


	Three Months Ended March 31,
	2024		2023

Fund management fees	$	1,378	$	1,289
Financing fees	2		78
Development and construction fees	1,531		528
Brokerage fees	259		141
Total asset management	3,170		2,036
Performance allocations	166		2,426
Total related party revenue	$	3,336	$	4,462

As of March 31, 2024 and December 31, 2023, amounts due to the Company from related parties for services performed under the Company’s asset management platform was $7.5 million and $7.8 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

Notes Receivable

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.

The following table summarizes the notes receivable – related parties as of March 31, 2024 and December 31, 2023 (in thousands):


Notes Receivable - Related Parties	March 31, 2024		December 31, 2023		Interest Rate (1)	Maturity Date (1)
Caliber Hospitality LP (2)	$	6,749	$	—	12.00%	September 2025
Olathe Behavioral Health	—		25		12.00%	May 2025
DFW Behavioral Health LLC	—		25		14.00%	May 2025
Total Notes Receivable - Related Parties	$	6,749	$	50

__________________________________

(1) As of March 31, 2024.

(2) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

During the three months ended March 31, 2024 and 2023, the Company earned an immaterial amount of interest in connection with the notes, which is included in interest income on the accompanying 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. There was an immaterial amount of interest due to the Company as of March 31, 2024 and December 31, 2023 .

Other

In the normal course of business, the Company has various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid for by the Company on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. As of March 31, 2024 and December 31, 2023, other amounts due from related parties was $1.9 million, which is included in due from related parties on the accompanying consolidated balance sheets. As of March 31, 2024 and December 31, 2023, other amounts due to related parties from the Company were $0.2 million and $0.3 million, respectively, which are included in due to related parties on the accompanying consolidated balance sheets.

Related Party Transactions of the Consolidated Funds

Notes Receivable


Notes Receivable - Related Parties	March 31, 2024		December 31, 2023		Interest Rate(1)	Maturity Date(1)
SF Alaska, LP	$	15,592	$	14,976	12.00%	May 2025
The Ketch, LLC	7,713		7,198		12.00%	May 2024
Circle Lofts, LLC	1,851		1,797		12.00%	May 2024
J-25 Development Group, LLC	32		4,804		12.00%	May 2024
Caliber Diversified Opportunity Fund II, LP	12		109		12.00%	September 2025
Ridge II, LLC	1,186		846		12.00%	December 2024
Ironwood, LLC	3,564		2,703		13.00%	September 2025
47th Street Phoenix Fund, LLC	87		—		12.00%	May 2025
Southridge, LLC	—		2,187		13.00%	July 2025
Caliber Hospitality, LP (2)	10,254		—		12.00%	June 2025
Blue Spruce, LLC	56		—		13.00%	January 2026
Total Notes Receivable - Related Parties	$	40,347	$	34,620

__________________________________

(1) As of March 31, 2024.

(2) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

During the three months ended March 31, 2024 and 2023, the consolidated fund earned $1.0 million and $0.9 million, respectively, of interest in connection with the notes, which is included in consolidated funds – other revenues on the accompanying 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. No interest was due to the Company as of March 31, 2024 and December 31, 2023.

Notes Payable

At December 31, 2023, Caliber Hospitality, LP had aggregate notes payable outstanding of $12.1 million to Caliber Tax Advantage Opportunity Zone Fund, LP and Caliber Tax Advantaged Opportunity Zone Fund II, LLC. During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust.

During the three months ended March 31, 2024 and 2023, the consolidated funds incurred $0.3 million and $0.2 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 consolidated statements of operations. As of December 31, 2023, there was $0.1 million of interest expense payable which is included in due to related parties on the accompanying consolidated balance sheets.

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 March 31, 2024 and December 31, 2023, there were an immaterial amount of other amounts due from related parties. As of March 31, 2024 other amounts due to related parties was $0.3 million, which is included in due to related parties on the accompanying consolidated balance sheets. As of December 31, 2023 there was an immaterial amount of other amounts due to related parties.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

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

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

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

+ Details

Prepaid and Other Assets - Summary of Prepaid and Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Excluding consolidated VIE
Variable Interest Entity [Line Items]
Pursuit costs	$ 639	$ 1,081
Prepaid expenses	1,127	981
Accounts receivable, net	572	205
Deposits	63	63
Other assets	487	451
Total prepaid and other assets	2,888	2,781
VIE, primary beneficiary
Variable Interest Entity [Line Items]
Pursuit costs	1,174	1,102
Prepaid expenses	739	1,735
Derivative assets	1,401	1,216
Accounts receivable, net	371	1,978
Deposits	98	669
Other assets	259	6,351
Deferred franchise fees, net	64	278
Intangibles, net	0	184
Inventory	44	142
Total prepaid and other assets	$ 3,779	$ 11,677

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2024

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).


	March 31, 2024				December 31, 2023
Note Payable	Carrying Value		Fair Value		Carrying Value		Fair Value
Hampton Inn & Suites Hotel (1)	$	—	$	—	$	5,939	$	4,762
Southpointe Fundco, LLC	1,050		1,050		1,050		1,050
Tucson East, LLC (1)	—		—		11,901		11,067
West Frontier, LLC	4,636		3,803		4,636		3,795

(1) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Accounting Policies of the Company

Basis of Presentation and Consolidation

The accompanying 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 consolidated financial statements include our accounts, our consolidated subsidiaries, and legal entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. The equity and net income or loss attributable to noncontrolling interests in subsidiaries is shown separately in the accompanying 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 variable interest entity (“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 voting interest entities (“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 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 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, 2023.

Reclassification

The asset management fees and transaction and advisory fees, previously presented in their own line items for prior periods presented, have been combined into one line item, asset management revenues in the accompanying consolidated statements of operations, to be consistent with the current year presentation. The reclassification does not affect prior period’s total revenues or net income (loss).

Use of Accounting Estimates

The preparation of our 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.

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 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 March 31, 2024 and December 31, 2023, the carrying amount of our investments in unconsolidated entities was $9.7 million and $3.3 million, respectively. During the three months ended March 31, 2024, the Company deconsolidated the Caliber Hospitality Trust and Caliber Hospitality, LP, which included activity from six hospitality funds. At which time, the Company’s investment in the Caliber Hospitality Trust and Caliber Hospitality, LP were no longer eliminated and are included in investments in unconsolidated entities in the accompanying consolidated balance sheet as of March 31, 2024. See Note 3 – VIEs.

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 months ended March 31, 2024 and 2023, the Company had no impairment losses related to its investments in unconsolidated entities.

Depreciation and Amortization Expense

Depreciation expense includes costs and costs associated with building and building improvements, which are depreciated over the estimated useful life of the respective asset, generally 15 to 40 years. Depreciation expense also 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 3 to 7 years beginning in the first full month the asset is placed in service. Intangible lease assets are amortized using the straight-line method over the shorter of the respective estimated useful life or the lease term.

For each of the three months ended March 31, 2024 and 2023, depreciation expense for the Company was $0.1 million.

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 months ended March 31, 2024 and 2023, the Company had no impairment losses related to its real estate and other long-lived assets.

Concentration of Credit Risk

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

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

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

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

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

Noncontrolling Interests in Consolidated Real Estate Partnerships

We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests within the accompanying 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 Accounting Standards Codification (“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.

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.

The following describes the Company’s revenue recognition policy related to the fees the Company earns from providing services under its asset management platform:

Fund set-up fees 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 and are included in asset management revenues in the accompanying consolidated statements of operations. Fund set-up fees replaced fund formation fees that are earned at a point in time at a fixed rate based on the amount of capital raised into certain managed funds.

Fund management fees 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. These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time. With respect to the Caliber Hospitality Trust, the Company earns a fund management fee of 0.7% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

Financing fees are earned for services the Company performs in securing third-party financing on behalf of our private equity real estate funds. These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan. In addition, the Company earns fees for guaranteeing certain loans, representing a performance obligation that the Company satisfies over time. These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

Development and construction revenues from contracts with customers include fixed fee arrangements with related party affiliates to provide real estate development services as their principal developer, which include managing and supervising third-party developers and general contractors with respect to the development of the properties owned by the funds. Revenues 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. Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities. During the construction period, development fee revenue is recognized over time as the performance obligations are satisfied. These revenues are included in asset management revenues in the accompanying consolidated statements of operations.

Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transaction, and are included in asset management revenues in the accompanying consolidated statements of operations.

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. These revenues are included in performance allocations in the accompanying consolidated statements of operations.

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 March 31, 2024 and December 31, 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.

Segments

Historically, the Company’s operations were organized into three reportable segments, fund management, development, and brokerage. During the three months ended March 31, 2024, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors. With the evolution and growth of the Company, the Company’s CODM assesses performance and resource allocation on an aggregate basis under the Company’s asset management platform, and no longer reviews operating results for development or brokerage activity separately. As such, management concluded that the Company operates through one operating segment.

The Company’s CODM assesses revenue, operating expenses and key operating statistics to evaluate performance and allocate resources on a basis that eliminates the impact of the consolidated investment funds (intercompany eliminations required by U.S. GAAP) and noncontrolling interests. Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as The Company’s CODM does not review the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds. The investment funds are consolidated based on the requirement in ASC 810, Consolidation, as the Company was determined to be the primary beneficiary of each of these variable interest 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 investment funds.

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 months ended March 31, 2024 and 2023, depreciation expense was $2.1 million and $2.4 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 months ended March 31, 2024 and 2023, 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 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 $0.4 million and $1.0 million, for the three months ended March 31, 2024 and 2023, 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 March 31, 2024. 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.

In addition, consolidated funds - other revenue includes interest income of $1.0 million and $0.9 million for the three months ended March 31, 2024 and 2023, respectively, which is generated by a consolidated fund’s lending activity. Interest income is recognized on the accrual basis of accounting in accordance with the lending agreements over the term of the respective loan agreement.

Consolidated Fund Expenses

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

Accounts Receivable

Accounts receivable primarily consists of amounts due from guests or groups for hotel rooms and services provided by the hotel properties. Accounts receivable also include due, but unpaid, rental payments. Our consolidated funds continually review receivables and determine collectability by taking into consideration the history of past write-offs, collections, current credit conditions, tenant payment history, the financial condition of the tenants, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. If 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 consolidated statements of operations. Our consolidated funds had no allowance for doubtful accounts as of March 31, 2024 and December 31, 2023.

Derivative Instruments

The consolidated funds record all derivative instruments on the 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 consolidated statements of operations. If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss).

Fair Value of Financial Instruments

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

Fair Value Measurements

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

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

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

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

Recent Accounting Pronouncements

The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively, “Topic 326”), effective January 1, 2023. Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis. The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S. GAAP. Loans and receivables between entities under common control are not within the scope of this guidance. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

The Company adopted the Financial Accounting Standards Board (“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), effective January 1, 2024, 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 adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which serves to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis. The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-07 on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740, Income Taxes). ASU 2023-09, which serves to enhance income tax disclosures by requiring a tabular rate reconciliation and additional information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements.

Prepaid and Other Assets

3 Months Ended

Mar. 31, 2024

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

Prepaid and Other Assets

Prepaid and Other Assets of the Company

Prepaid and other assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Pursuit costs (1)	$	639	$	1,081
Prepaid expenses	1,127		981
Accounts receivable, net	572		205
Deposits	63		63





Other assets	487		451
Total prepaid and other assets	$	2,888	$	2,781

(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 March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Derivative assets	$	1,401	$	1,216
Prepaid expenses	739		1,735
Deposits	98		669
Pursuit costs (1)	1,174		1,102
Deferred franchise fees, net	64		278
Intangibles, net	—		184
Inventory	44		142

Other assets (2)	259		6,351
Total prepaid and other assets	$	3,779	$	11,677

__________________________________

(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 December 31, 2023, primarily represents incremental costs, including professional, legal, consulting, accounting and tax services, directly attributable to Caliber Hospitality Trust that are deferred and will be charged against the gross proceeds of the planned public offering.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows From Operating Activities
Net income (loss)	$ (5,262)	$ 295
Changes in operating assets and liabilities:
Net cash (used in) provided by the Company's operating activities	(1,527)	1,050
Cash Flows From Investing Activities
Net cash used in the Company's investing activities	(16,052)	(35,981)
Cash Flows From Financing Activities
Net cash provided by the Company's financing activities	5,273	42,722
Net Change in Cash and Restricted Cash	(12,306)	7,791
Cash and Restricted Cash at Beginning of Period	17,640	15,934
Cash and Restricted Cash at End of Period	5,334	23,725
Reconciliation of Cash and Restricted Cash
Cash at beginning of period	3,805	7,657
Restricted cash at beginning of period	13,835	8,277
Cash and Restricted Cash at Beginning of Period	17,640	15,934
Cash at end of period	2,095	10,673
Restricted cash at end of period	3,239	13,052
Cash and Restricted Cash at End of Period	5,334	23,725
Excluding consolidated VIE
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	140	127
Non-cash lease expense and gain on lease extinguishment	3	(297)
Non-cash performance allocations	0	(2,382)
Equity-based compensation	400	702
Amortization of above-market/below market leases and straight-line rent, net	77	0
Amortization of deferred financing costs	10	(6)
Changes in operating assets and liabilities:
Due from related parties	312	21
Prepaid expenses, right-of-use assets and other assets	(93)	2,256
Accounts payable and accrued expenses	810	597
Due to related parties	(100)	99
Lease liabilities and other liabilities	104	684
Cash Flows From Investing Activities
Investments in real estate assets	(193)	(23)
Acquisition of real estate assets	0	(19,472)
Investments in unconsolidated entities	(150)	(10)
Funding of notes receivable - related parties	0	(250)
Payment received on notes receivable - related parties	50	0
Cash Flows From Financing Activities
Payment of deferred financing costs	(9)	(253)
Payments of treasury stock - buyback obligation	0	(183)
Excluding consolidated VIE \| Related party
Cash Flows From Financing Activities
Proceeds from notes payable	0	4,000
Repayments of notes payable	0	(4,000)
Excluding consolidated VIE \| Nonrelated party
Cash Flows From Financing Activities
Proceeds from notes payable	296	36,873
Repayments of notes payable	(1,144)	(311)
VIE, primary beneficiary
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	2,094	2,374
Non-cash lease expense and gain on lease extinguishment	(12)	(26)
Loss on the disposition of real estate	(9)	0
Loss on extinguishment of debt	0	2
Amortization of above-market/below market leases and straight-line rent, net	(51)	4
Amortization of deferred financing costs	300	300
(Gain) loss on derivative instruments	(159)	279
Amortization of advanced key money	(19)	(19)
Amortization of deferred financing costs	285	335
Changes in operating assets and liabilities:
Accounts receivable, net	(1,201)	(1,860)
Due from related parties	1	13
Prepaid expenses, right-of-use assets and other assets	(624)	(3,732)
Accounts payable and accrued expenses	1,648	1,059
Due to related parties	252	85
Lease liabilities and other liabilities	(133)	440
Cash Flows From Investing Activities
Investments in real estate assets	(1,062)	(7,125)
Acquisition of real estate assets	0	(6,643)
Proceeds from the sale of real estate assets	293	0
Funding of notes receivable - related parties	(2,470)	(3,902)
Payment received on notes receivable - related parties	7,084	935
Consolidation of VIEs	0	12,927
Deconsolidation of VIEs	(19,604)	(12,418)
Cash Flows From Financing Activities
Payment of deferred financing costs	(66)	(2,439)
Proceeds from notes payable	3,117	60,157
Repayments of notes payable	(3,342)	(56,899)
Contributions from noncontrolling interest holders	6,388	7,629
Redemptions of noncontrolling interests	(670)	(295)
Distributions to noncontrolling interest holders	(1,604)	(1,752)
VIE, primary beneficiary \| Related party
Cash Flows From Financing Activities
Proceeds from notes payable	2,307	2,997
Repayments of notes payable	$ 0	$ (2,802)

Prepaid and Other Assets (Tables)

3 Months Ended

Mar. 31, 2024

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

Prepaid Expenses and Other Assets

Prepaid and other assets consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Pursuit costs (1)	$	639	$	1,081
Prepaid expenses	1,127		981
Accounts receivable, net	572		205
Deposits	63		63





Other assets	487		451
Total prepaid and other assets	$	2,888	$	2,781

(1)

Prepaid and Other Assets of the Consolidated Funds

Prepaid and other assets of the consolidated funds consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


	March 31, 2024		December 31, 2023
Derivative assets	$	1,401	$	1,216
Prepaid expenses	739		1,735
Deposits	98		669
Pursuit costs (1)	1,174		1,102
Deferred franchise fees, net	64		278
Intangibles, net	—		184
Inventory	44		142

Other assets (2)	259		6,351
Total prepaid and other assets	$	3,779	$	11,677

__________________________________

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands):


Notes Payable	March 31, 2024		December 31, 2023		Weighted Average Interest Rate (1)		Maturity Date (1)
Corporate notes	$	35,392	$	36,442	11.40	%	January 2024 - March 2025
Convertible corporate notes	1,324		1,324		8.25	%	April 2024
Real estate and other loans	16,454		16,252		5.61	%	August 2024 - November 2029
Total notes payable	53,170		54,018
Deferred financing costs, net	(218)		(219)
Total notes payable, net	$	52,952	$	53,799

__________________________________

(1) As of March 31, 2024.

Notes payable of the consolidated funds consisted of the following as of March 31, 2024 and December 31, 2023, respectively (in thousands):


Notes Payable	March 31, 2024			December 31, 2023		Interest Rate (1)	Maturity date (1)
Real Estate Loans
Hampton Inn & Suites Hotel	$	—	(3)	$	5,939	N/A	N/A
Four Points by Sheraton Hotel (2)	10,700			11,000		18.00%	September 2023
Holiday Inn Ocotillo Hotel	—		(3)	9,250		N/A	N/A
Airport Hotel Portfolio	—		(3)	55,631		N/A	N/A
DoubleTree by Hilton Tucson Convention Center	18,306			18,418		4.22%	August 2027
Hilton Tucson East	—		(3)	11,901		N/A	N/A
DT Mesa Holdco II, LLC	3,000			3,000		7.28%	May 2024


Southpointe Fundco, LLC	1,050			1,050		11.99%	September 2024
West Frontier Holdco, LLC	4,636			4,636		6.35%	February 2038
Total Real Estate Loans	37,692			120,825
Revolving line of credit	4,500			4,500		8.75%	October 2024
Member notes	5,600			5,600		10.00%	June 2025
Economic injury disaster and other loans	150			475		3.75%	June 2050
Total notes payable	47,942			131,400
Deferred financing costs, net	(288)			(1,716)
Total notes payable, net	$	47,654		$	129,684

__________________________________

(1) As of March 31, 2024.

(2) During the year ended December 31, 2023, the hotel ceased operations as the consolidated fund is converting the property into a multi-family residential asset.

(3) During the three months ended March 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds.

Schedule of Maturities of Long-Term Debt

The following table summarizes the scheduled principal repayments of our indebtedness as of March 31, 2024 (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	23,106
2025	14,421
2026	304
2027	317
2028	330
Thereafter	14,692
Total	$	53,170

As of March 31, 2024, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):


Year	Amount
April 1, 2024 - December 31, 2024	$	19,594
2025	6,119
2026	555
2027	17,046
2028	66
Thereafter	4,562
Total	$	47,942

- Definition

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

+ References

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

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

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

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

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

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

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Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended							9 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($) fund	Mar. 31, 2024 USD ($) component	Mar. 31, 2024 USD ($) segment	Mar. 31, 2024 USD ($) entity	Mar. 31, 2023 USD ($) fund	Sep. 30, 2023 segment	Dec. 31, 2023 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of entities deconsolidated, sold			6			6	5
Lessor, operating lease, number of lease components \| component				2
Number of reportable segments \| segment					1			3
Interest income	$ 117,000						$ 98,000
Development
Summary Of Significant Accounting Policies [Line Items]
Revenue, percent of expected costs		4.00%
Excluding consolidated VIE
Summary Of Significant Accounting Policies [Line Items]
Investments in unconsolidated entities	9,726,000	$ 9,726,000	$ 9,726,000	$ 9,726,000	$ 9,726,000	$ 9,726,000			$ 3,338,000
Impairment loss, investments	0						0
Depreciation	100,000						100,000
Impairment loss, long-lived assets	0						0
VIE, primary beneficiary
Summary Of Significant Accounting Policies [Line Items]
Depreciation	2,100,000						2,400,000
Impairment loss, long-lived assets	0						0
Total	422,000						967,000
Interest income	1,000,000
Allowance for doubtful accounts	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0			$ 0
VIE, primary beneficiary \| Related party
Summary Of Significant Accounting Policies [Line Items]
Interest income							$ 900,000
VIE, primary beneficiary \| Minimum \| Building and building improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	15 years	15 years	15 years	15 years	15 years	15 years
VIE, primary beneficiary \| Minimum \| Furniture, fixtures and equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	3 years	3 years	3 years	3 years	3 years	3 years
VIE, primary beneficiary \| Maximum \| Building and building improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	40 years	40 years	40 years	40 years	40 years	40 years
VIE, primary beneficiary \| Maximum \| Furniture, fixtures and equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	7 years	7 years	7 years	7 years	7 years	7 years
Asset management revenues \| Excluding consolidated VIE \| Related party
Summary Of Significant Accounting Policies [Line Items]
Fund management fees, percentage		0.70%
Asset management revenues \| Excluding consolidated VIE \| Minimum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Fund management fees, percentage		1.00%
Asset management revenues \| Excluding consolidated VIE \| Maximum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Fund management fees, percentage		1.50%
Performance allocations \| Excluding consolidated VIE \| Related party
Summary Of Significant Accounting Policies [Line Items]
Preferred return, common equity		6.00%
Performance allocations \| Excluding consolidated VIE \| Minimum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Percentage of residual cash flow		15.00%
Preferred return, preferred equity		10.00%
Performance allocations \| Excluding consolidated VIE \| Maximum \| Related party
Summary Of Significant Accounting Policies [Line Items]
Percentage of residual cash flow		35.00%
Preferred return, preferred equity		12.00%

VIEs - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash	$ 2,095	$ 3,805	$ 10,673	$ 7,657
Restricted cash	3,239	13,835	13,052	8,277
Assets	201,462	299,432
Liabilities [Abstract]
Total liabilities	114,972	233,414
Stockholders’ equity	86,490	66,018	72,502	$ 77,189
Total liabilities and stockholders’ equity	201,462	299,432
VIE, primary beneficiary
Assets
Real estate investments, net	101,037	185,636
Accounts receivable, net	371	1,978
Notes receivable - related parties	40,347	34,620
Operating lease - right of use assets	0	10,318
Prepaid and other assets	3,779	11,677
Liabilities [Abstract]
Accounts payable and accrued expenses	2,723	11,736
Other liabilities	736	2,400
Operating lease liabilities	0	13,957
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 [Abstract]
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 \| Nonrelated party
Liabilities [Abstract]
Notes payable	47,654	129,684
Other liabilities	736	2,400
VIE, primary beneficiary \| Nonrelated party \| Caliber Hospitality Trust And West Frontier
Liabilities [Abstract]
Notes payable			80,278
Other liabilities			2,158
VIE, primary beneficiary \| Related party
Assets
Notes receivable - related parties	40,347	34,620
Liabilities [Abstract]
Notes payable	0	12,055
Other liabilities	$ 258	$ 101
VIE, primary beneficiary \| Related party \| Caliber Hospitality Trust And West Frontier
Liabilities [Abstract]
Notes payable			34,786
Other liabilities			$ 10,302

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - 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, 2022				1,651,000
Balance, beginning of period (in shares) at Dec. 31, 2022					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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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, increase	(20,805)									(20,805)
Deconsolidation of VIEs, increase	9,539									9,539
Retirement of treasury stock								1,418	(1,418)
Net income (loss)	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, 2023				0
Balance, beginning of period (in shares) at Dec. 31, 2023		13,872,671	7,416,414		13,873,000	7,416,000
Balance, beginning of period at Dec. 31, 2023	66,018				$ 14	$ 7	39,432	0	(36,830)	63,395
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)					25,000
Issuance of common stock	37				$ 0		37
Equity based compensation (in shares)					413,000
Repurchases of common stock (in shares)					(42,000)
Equity based compensation	400						400
Contributions from noncontrolling interest holders	6,388									6,388
Redemptions of noncontrolling interest holders	(670)									(670)
Distributions to noncontrolling interest holders	(1,604)									(1,604)
Deconsolidation of VIEs, increase	21,183									21,183
Net income (loss)	(5,262)								(3,805)	(1,457)
Balance, end of period (in shares) at Mar. 31, 2024				0
Balance, end of period (in shares) at Mar. 31, 2024		14,311,355	7,416,414		14,311,000	7,416,000
Balance, end of period at Mar. 31, 2024	$ 86,490				$ 14	$ 7	$ 39,869	$ 0	$ (40,635)	$ 87,235

Supplemental Cash Flow Disclosures (Tables)

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow, Supplemental Disclosures

Supplemental cash flow information consisted of the following for the three months ended March 31, 2024 and 2023 (in thousands):


	Three Months Ended March 31,
	2024		2023
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, none of which was capitalized for the three months ended March 31, 2024 and 2023, respectively	$	1,254	$	694
Supplemental Disclosure of Cash Flow Information of Consolidated Funds
Cash paid for interest, net of capitalized interest of $2 and $9 for the three months ended March 31, 2024 and 2023, respectively	3,488		2,362

Supplemental Disclosures of Non-Cash Investing and Financing Activities




Increase in note receivable - related party due to deconsolidation of VIEs	6,749		—
Accounts receivable - related party eliminated in consolidation of VIEs	—		1,853
Increase in investments in unconsolidated entities due to deconsolidation of VIEs	6,238		—
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	107		18


Issuance of common stock in lieu of cash payment for accounts payable	36		—




Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds


Note receivable eliminated in consolidation	—		2,946
Increase in note receivable - related party due to deconsolidation of VIEs	10,341		—
Cost of real estate investments included in accounts payable	45		36
Cost of real estate investments included in due to related parties	7		46




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
Notes payable, net	—		80,449
Notes payable - related parties	—		6,589
Accounts payable and accrued expenses	—		8,148
Due to related parties	—		28
Operating lease liabilities	—		12,441
Other liabilities	—		2,158
Noncontrolling interests	—		33,732
Deconsolidation of VIEs
Real estate investments, net	83,282		74,061
Accounts receivable, net	2,808		3,609

Operating lease - right of use assets	10,327		8,775
Prepaid and other assets	8,453		1,634
Due from related parties	3		2
Due to related parties	101		28
Notes payable, net	82,024		68,500
Notes payable - related parties	14,362		1,777
Accounts payable and accrued expenses	10,655		7,038
Operating lease liabilities	13,957		12,441
Other liabilities	1,236		1,928

Noncontrolling interests	40,787		21,957

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
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. Caliber Tax Advantaged Opportunity Fund LP Caliber O-Zone Fund Manager, LLC (the “CTAF Fund Manager”) is a wholly-owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Fund LP (“CTAF”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF limited partners does not equal or exceed an amount equal to a 6% IRR for the limited partners, the CTAF Fund Manager shall immediately contribute to CTAF funds in order to meet this minimum requirement for payment to the CTAF limited partners. As of March 31, 2024 and December 31, 2023, the Company estimated fair value of CTAF was less than the 6% IRR for the limited partners. Caliber Tax Advantaged Opportunity Fund II LLC Caliber O-Zone Fund II Manager, LLC (the “CTAF II Fund Manager”) is a wholly-owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Zone Fund II LLC (“CTAF II”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF II investor members does not equal or exceed an amount equal to a 6% IRR for the investor members, the CTAF II Fund Manager shall immediately contribute to CTAF II funds in order to meet this minimum requirement for payment to the CTAF II investor members. As of March 31, 2024 and December 31, 2023, the Company estimated fair value of CTAF was less than the 6% IRR for the investor members. Commitments and Contingencies of the Consolidated Funds Franchise Agreements The hospitality fund consolidated at March 31, 2024 is party to a franchise agreement where the fund is required to pay monthly fees, consisting of royalty, program and food and beverage fees. This franchise agreements expires in November 2026. The consolidated funds recognized total franchise fees of $2.4 million and $1.5 million for the three months ended March 31, 2024 and 2023, respectively.

Derivative Instruments - Notional Amounts (Details) - VIE, primary beneficiary - Not Designated as Hedging Instrument $ in Thousands	Mar. 31, 2024 USD ($) derivative	Dec. 31, 2023 USD ($) derivative
Derivative [Line Items]
Notional Amount	$ 18,306	$ 73,418
Interest rate swap
Derivative [Line Items]
Number of Instruments \| derivative	1	1
Notional Amount	$ 18,306	$ 18,418
Interest rate cap
Derivative [Line Items]
Number of Instruments \| derivative	0	1
Notional Amount	$ 0	$ 55,000

Fair Value of Financial Instrument (Details) $ in Thousands	3 Months Ended
Fair Value of Financial Instrument (Details) $ in Thousands	Mar. 31, 2024 USD ($) fund	Mar. 31, 2024 USD ($) entity	Mar. 31, 2023 fund	Dec. 31, 2023 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of entities deconsolidated, sold	6	6	5
Carrying Value \| Hampton Inn & Suites Hotel \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	$ 0	$ 0		$ 5,939
Carrying Value \| Southpointe Fundco, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	1,050	1,050		1,050
Carrying Value \| Tucson East, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	0	0		11,901
Carrying Value \| West Frontier, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	4,636	4,636		4,636
Fair Value \| Hampton Inn & Suites Hotel \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	0	0		4,762
Fair Value \| Southpointe Fundco, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	1,050	1,050		1,050
Fair Value \| Tucson East, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	0	0		11,067
Fair Value \| West Frontier, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	$ 3,803	$ 3,803		$ 3,795

Related Party Transactions - Schedule of Related Party Revenues (Details) - Related party - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
Revenue	$ 3,336	$ 4,462
Asset management revenues
Related Party Transaction [Line Items]
Revenue	3,170	2,036
Asset management revenues \| Fund management fees
Related Party Transaction [Line Items]
Revenue	1,378	1,289
Asset management revenues \| Financing fees
Related Party Transaction [Line Items]
Revenue	2	78
Asset management revenues \| Development and construction fees
Related Party Transaction [Line Items]
Revenue	1,531	528
Asset management revenues \| Brokerage fees
Related Party Transaction [Line Items]
Revenue	259	141
Performance allocations
Related Party Transaction [Line Items]
Revenue	$ 166	$ 2,426

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Real Estate Investments

3 Months Ended

Mar. 31, 2024

Real Estate [Abstract]

Real Estate Investments

Real Estate Investments of the Company

Asset Acquisitions

There were no asset acquisitions by the Company during the three months ended March 31, 2024. During the three months ended March 31, 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.

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 three months ended March 31, 2023 (in thousands):


	Three Months Ended March 31, 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

There were no asset acquisitions by the consolidated funds during the three months ended March 31, 2024. During the three months ended March 31, 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.


	Three Months Ended March 31, 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

Real Estate Investments (Tables)

3 Months Ended

Mar. 31, 2024

Real Estate [Abstract]

Schedule of Asset Acquisition


	Three Months Ended March 31, 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


	Three Months Ended March 31, 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

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 07, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		14,410,688
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,416,414

Related Party Transactions - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Excluding consolidated VIE
Related Party Transaction [Line Items]
Due from related parties	$ 9,397,000		$ 9,709,000
Other liabilities	614,000		420,000
VIE, primary beneficiary
Related Party Transaction [Line Items]
Other liabilities	736,000		2,400,000
Related party \| Excluding consolidated VIE
Related Party Transaction [Line Items]
Notes receivable, interest income	0	$ 0
Interest receivable	0		0
Other liabilities	157,000		257,000
Related party \| VIE, primary beneficiary
Related Party Transaction [Line Items]
Notes receivable, interest income	1,000,000	900,000
Interest receivable	0		0
Other liabilities	258,000		101,000
Notes payable	0		12,055,000
Interest expense, debt	300,000	$ 200,000
Interest payable			100,000
Related party \| VIE, primary beneficiary \| Caliber Hospitality, LP
Related Party Transaction [Line Items]
Notes payable			12,100,000
Related party \| Other \| Excluding consolidated VIE
Related Party Transaction [Line Items]
Due from related parties	1,900,000		1,900,000
Related party \| Other \| VIE, primary beneficiary
Related Party Transaction [Line Items]
Due from related parties	0		0
Other liabilities	300,000		0
Asset management revenues \| Related party \| Excluding consolidated VIE
Related Party Transaction [Line Items]
Due from related parties	$ 7,500,000		$ 7,800,000

Related Party Transactions - Schedule of Notes Receivable (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($) fund	Mar. 31, 2024 USD ($) entity	Mar. 31, 2023 fund	Dec. 31, 2023 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of entities deconsolidated, sold		6	6	5
VIE, primary beneficiary
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 40,347	$ 40,347	$ 40,347		$ 34,620
Related party \| Excluding consolidated VIE
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	6,749	6,749	6,749		50
Related party \| Excluding consolidated VIE \| Caliber Hospitality, LP
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 6,749	6,749	6,749		0
Related party transaction, rate	12.00%
Related party \| Excluding consolidated VIE \| Olathe Behavioral Health
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	0	0		25
Related party transaction, rate	12.00%
Related party \| Excluding consolidated VIE \| DFW Behavioral Health LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	0	0		25
Related party transaction, rate	14.00%
Related party \| VIE, primary beneficiary
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 40,347	40,347	40,347		34,620
Related party \| VIE, primary beneficiary \| Caliber Hospitality, LP
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 10,254	10,254	10,254		0
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| SF Alaska
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 15,592	15,592	15,592		14,976
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| Edgewater/The Ketch
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 7,713	7,713	7,713		7,198
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| Circle Lofts, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 1,851	1,851	1,851		1,797
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| J-25 Development Group
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 32	32	32		4,804
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| CDOF
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 12	12	12		109
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| Ridge II, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 1,186	1,186	1,186		846
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| Ironwood, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 3,564	3,564	3,564		2,703
Related party transaction, rate	13.00%
Related party \| VIE, primary beneficiary \| 47th Street Phoenix Fund, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 87	87	87		0
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| Southridge, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	0	0		2,187
Related party transaction, rate	13.00%
Related party \| VIE, primary beneficiary \| Blue Spruce, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 56	$ 56	$ 56		$ 0
Related party transaction, rate	13.00%

Leases - Rental Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
Leases - Rental Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Lessor, Lease, Description [Line Items]
Fixed		$ 200
Variable		0
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Total
VIE, primary beneficiary
Lessor, Lease, Description [Line Items]
Fixed	$ 294	795
Variable	128	172
Total	$ 422	$ 967

Related Party Transactions - Schedule of Related Party Revenues (Details) - Related party - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
Revenue	$ 3,336	$ 4,462
Asset management revenues
Related Party Transaction [Line Items]
Revenue	3,170	2,036
Asset management revenues \| Fund management fees
Related Party Transaction [Line Items]
Revenue	1,378	1,289
Asset management revenues \| Financing fees
Related Party Transaction [Line Items]
Revenue	2	78
Asset management revenues \| Development and construction fees
Related Party Transaction [Line Items]
Revenue	1,531	528
Asset management revenues \| Brokerage fees
Related Party Transaction [Line Items]
Revenue	259	141
Performance allocations
Related Party Transaction [Line Items]
Revenue	$ 166	$ 2,426

- Definition

+ References

+ Details

Notes Payable - Summary of Notes Payable (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) fund	Mar. 31, 2024 USD ($) entity	Mar. 31, 2023 fund	Dec. 31, 2023 USD ($)	Nov. 30, 2023	Aug. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Nov. 30, 2021	Jul. 31, 2015
Debt Instrument [Line Items]
Number of entities deconsolidated, sold	6	6	5
Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 53,170	$ 53,170		$ 54,018
Deferred financing costs, net	(218)	(218)		(219)
Total	52,952	52,952		53,799
VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	47,942	47,942		131,400
Deferred financing costs, net	(288)	(288)		(1,716)
Total	47,654	47,654		129,684
Corporate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 35,392	$ 35,392		36,442
Corporate notes \| Excluding consolidated VIE \| Maximum
Debt Instrument [Line Items]
Interest rate	11.40%	11.40%
Convertible corporate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 1,324	$ 1,324		1,324
Interest rate	8.25%	8.25%
Real estate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 16,454	$ 16,454		16,252
Total	$ 16,100	$ 16,100		16,200
Interest rate	5.61%	5.61%
Real estate notes \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 37,692	$ 37,692		120,825
Real estate notes \| VIE, primary beneficiary \| Hampton Inn & Suites Hotel
Debt Instrument [Line Items]
Notes payable	0	0		5,939
Interest rate										6.12%
Real estate notes \| VIE, primary beneficiary \| Four Points by Sheraton Hotel, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 10,700	$ 10,700		11,000
Interest rate	18.00%	18.00%				18.00%
Real estate notes \| VIE, primary beneficiary \| Holiday Inn Ocotillo Hotel, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 0	$ 0		9,250
Real estate notes \| VIE, primary beneficiary \| Airport Hotel Portfolio, Notes Payable
Debt Instrument [Line Items]
Notes payable	0	0		55,631
Real estate notes \| VIE, primary beneficiary \| DoubleTree by Hilton Tucson Convention Center, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 18,306	$ 18,306		18,418
Interest rate	4.22%	4.22%
Real estate notes \| VIE, primary beneficiary \| Hilton Tucson East, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 0	$ 0		11,901
Interest rate									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		3,000
Interest rate	7.28%	7.28%					6.50%
Real estate notes \| VIE, primary beneficiary \| Southpointe Fundco, LLC
Debt Instrument [Line Items]
Notes payable	$ 1,050	$ 1,050		1,050
Interest rate	11.99%	11.99%			11.99%			9.99%
Real estate notes \| VIE, primary beneficiary \| West Frontier Holdco, LLC
Debt Instrument [Line Items]
Notes payable	$ 4,636	$ 4,636		4,636
Interest rate	6.35%	6.35%	6.35%
Revolving line of credit \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 4,500	$ 4,500		4,500
Interest rate	8.75%	8.75%
Member notes \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 5,600	$ 5,600		$ 5,600
Interest rate	10.00%	10.00%		10.00%			10.00%
Economic injury disaster and other loans \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 150	$ 150		$ 475
Economic injury disaster and other loans \| VIE, primary beneficiary \| Minimum
Debt Instrument [Line Items]
Interest rate	3.75%	3.75%

Organization and Liquidity (Details) - USD ($) $ in Millions	May 09, 2024	Mar. 31, 2024
Subsequent Event \| Reduction In Force
Organization And Liquidity [Line Items]
Restructuring, positions eliminated, percent	10.00%
Restructuring, expected annual cost savings	$ 4.0
Subsequent Event \| Other Cost Reduction Plans
Organization And Liquidity [Line Items]
Restructuring, expected annual cost savings	2.5
Excluding consolidated VIE \| Corporate notes
Organization And Liquidity [Line Items]
Current portion of notes payable		$ 36.7
Excluding consolidated VIE \| Corporate notes \| Subsequent Event
Organization And Liquidity [Line Items]
Current portion of notes payable	36.4
VIE, primary beneficiary \| Subsequent Event
Organization And Liquidity [Line Items]
Preferred stock issued	$ 10.0

Leases - Narrative (Details) $ in Thousands	3 Months Ended
Leases - Narrative (Details) $ in Thousands	Mar. 31, 2024 USD ($) property	Mar. 31, 2023 USD ($)
Lessor, Lease, Description [Line Items]
Fixed		$ 200
Variable		0
Excluding consolidated VIE
Lessor, Lease, Description [Line Items]
Rental revenue, number of revenue-generating properties \| property	1
Fixed	$ 400
Variable	$ 100
Excluding consolidated VIE \| Minimum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term	10 months 24 days
Excluding consolidated VIE \| Maximum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term	10 years 3 months 18 days
VIE, primary beneficiary
Lessor, Lease, Description [Line Items]
Fixed	$ 294	795
Variable	$ 128	$ 172
VIE, primary beneficiary \| Multi-Family Residential Properties
Lessor, Lease, Description [Line Items]
Rental revenue, number of revenue-generating properties \| property	2
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

CONSOLIDATED BALANCE SHEET - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Assets	$ 201,462	$ 299,432
Liabilities and Stockholders’ Equity
Total liabilities	114,972	233,414
Commitments and Contingencies
Paid-in capital	39,869	39,432
Accumulated deficit	(40,635)	(36,830)
Stockholders’ equity (deficit) attributable to CaliberCos Inc.	(745)	2,623
Stockholders’ equity attributable to noncontrolling interests	87,235	63,395
Total stockholders’ equity	86,490	66,018
Total liabilities and stockholders’ equity	201,462	299,432
Class A
Liabilities and Stockholders’ Equity
Common stock	14	14
Class B
Liabilities and Stockholders’ Equity
Common stock	7	7
Excluding consolidated VIE
Assets
Cash	679	940
Restricted cash	2,599	2,569
Real estate investments, net	21,652	21,492
Due from related parties	9,397	9,709
Investments in unconsolidated entities	9,726	3,338
Accounts receivable, net	572	205
Operating lease - right of use assets	182	193
Prepaid and other assets	2,888	2,781
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	9,766	8,886
Other liabilities	614	420
Operating lease liabilities	112	119
Excluding consolidated VIE \| Nonrelated party
Liabilities and Stockholders’ Equity
Notes payable	52,952	53,799
Other liabilities	614	420
Excluding consolidated VIE \| Related party
Assets
Notes receivable - related parties	6,749	50
Liabilities and Stockholders’ Equity
Other liabilities	157	257
VIE, primary beneficiary
Assets
Cash	1,416	2,865
Restricted cash	640	11,266
Real estate investments, net	101,037	185,636
Notes receivable - related parties	40,347	34,620
Accounts receivable, net	371	1,978
Operating lease - right of use assets	0	10,318
Prepaid and other assets	3,779	11,677
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	2,723	11,736
Other liabilities	736	2,400
Operating lease liabilities	0	13,957
VIE, primary beneficiary \| Nonrelated party
Liabilities and Stockholders’ Equity
Notes payable	47,654	129,684
Other liabilities	736	2,400
VIE, primary beneficiary \| Related party
Assets
Notes receivable - related parties	40,347	34,620
Liabilities and Stockholders’ Equity
Notes payable	0	12,055
Other liabilities	$ 258	$ 101